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 June 30, 2021March 31, 2022

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

 

nhc20220331_10qimg001.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 ☒

 

15,423,24015,471,431 shares of common stock of the registrant were outstanding as of August 2, 2021.May 1, 2022.

 



 


 

 

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

25

24

   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

37

33

   

Item 4.

Controls and Procedures

38

33

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

38

33

   

Item 1A

Risk Factors

38

33

   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

38

33

   

Item 3.

Defaults Upon Senior Securities

38

34

   

Item 4.

Mine Safety Disclosures

3934
   

Item 5.

Other Information

39

34

   

Item 6.

Exhibits

39

34

 

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

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

Revenues and grant income:

 

Revenues:

 

Net patient revenues

 $236,976  $225,671  $453,831  $469,766  $256,337  $216,855 

Other revenues

 11,056  11,323  22,425  23,352  12,026  11,369 

Government stimulus income

  15,126   24,648   37,875   24,648   10,620   22,749 

Net operating revenues and grant income

 263,158  261,642  514,131  517,766  278,983  250,973 
  

Cost and expenses:

  

Salaries, wages, and benefits

 156,804  156,914  301,934  304,383  170,694  149,159 

Other operating

 72,043  70,861  142,196  142,529  74,085  66,124 

Facility rent

 10,170  10,320  20,233  20,652  10,065  10,063 

Depreciation and amortization

 10,131  10,545  20,292  20,983  9,757  10,161 

Interest

  215   453   459   865   165   244 

Total costs and expenses

  249,363   249,093   485,114   489,412   264,766   235,751 
  

Income from operations

 13,795  12,549  29,017  28,354  14,217  15,222 
  

Other income/(losses):

 

Other income:

 

Non–operating income

 5,586  5,954  11,846  12,392  3,199  6,260 

Gains on acquisitions of equity method investments

 95,202  0  95,202  1,708 

Unrealized (losses)/gains on marketable equity securities

  (6,489

)

  20,053   570   (40,339

)

Unrealized gains on marketable equity securities

  3,126   7,059 
  

Income before income taxes

 108,094  38,556  136,635  2,115  20,542  28,541 

Income tax provision

  (2,764

)

  (10,034

)

  (9,997

)

  (409

)

  (5,193

)

  (7,233

)

Net income

 105,330  28,522  126,638  1,706  15,349  21,308 

Net income attributable to noncontrolling interest

  (447

)

  (198

)

  (488

)

  (234

)

  (31

)

  (41

)

  

Net income attributable to National HealthCare Corporation

 $104,883  $28,324  $126,150  $1,472  $15,318  $21,267 
  

Earnings per share attributable to National HealthCare Corporation stockholders:

  

Basic

 $6.83  $1.85  $8.22  $0.10  $0.99  $1.39 

Diluted

 $6.80  $1.84  $8.19  $0.10  $0.99  $1.38 
  
Weighted average common shares outstanding:            

Weighted average common shares outstanding:

   

Basic

 15,349,162  15,307,105  15,338,400  15,300,941  15,416,836  15,327,520 

Diluted

 15,419,012  15,372,430  15,404,634  15,367,464  15,463,855  15,390,076 
  

Dividends declared per common share

 $0.52  $0.52  $1.04  $1.04  $0.55  $0.52 

 

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

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

Net income

 $105,330  $28,522  $126,638  $1,706  $15,349  $21,308 
  

Other comprehensive income:

 

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

 407  4,796  (2,033

)

 2,251 

Other comprehensive loss:

 

Unrealized losses on investments in marketable debt securities

 (6,327

)

 (2,440

)

Reclassification adjustment for realized gains on sales of marketable debt securities

 (212

)

 (11

)

 (212

)

 (13

)

 (107

)

 0 

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

  (42

)

  (1,005

)

  476   (470

)

Other comprehensive income/(loss), net of tax

 153  3,780  (1,769

)

 1,768 

Income tax benefit related to items of other comprehensive income

  1,374   518 

Other comprehensive loss, net of tax

 (5,060

)

 (1,922

)

  

Net income attributable to noncontrolling interest

  (447

)

  (198

)

  (488

)

  (234

)

  (31

)

  (41

)

  

Comprehensive income attributable to National HealthCare Corporation

 $105,036  $32,104  $124,381  $3,240  $10,258  $19,345 

 

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)

 

 

June 30,

2021

  

December 31,

2020

  

March 31, 2022

  

December 31,

2021

 
 

unaudited

     

unaudited

    

Assets

        

Current Assets:

  

Cash and cash equivalents

 $134,692  $147,093  $56,993  $107,607 

Restricted cash and cash equivalents, current portion

 14,093  9,673  17,187  10,407 

Marketable equity securities

 128,666  128,590  118,048  113,108 

Marketable debt securities

 33,651  47,762  30,987  35,310 

Restricted marketable equity securities

 25,174  4,680  25,249  26,958 

Restricted marketable debt securities, current portion

 16,839  16,601  13,703  20,727 

Accounts receivable

 97,811  89,670  101,748  96,124 

Inventories

 7,939  8,781  8,586  8,582 

Prepaid expenses and other assets

 6,160  2,977   11,519   7,815 

Notes receivable, current portion

  882   928 

Total current assets

  465,907   456,755   384,020   426,638 
  

Property and Equipment:

  

Property and equipment, at cost

 1,050,009  1,030,426  1,073,293  1,064,337 

Accumulated depreciation and amortization

  (530,392

)

  (510,108

)

  (553,092

)

  (543,341

)

Net property and equipment

  519,617   520,318   520,201   520,996 
  

Other Assets:

  

Restricted cash and cash equivalents, less current portion

 1,802  1,736  1,736  1,729 

Restricted marketable debt securities, less current portion

 115,856  125,472  118,098  116,063 

Deposits and other assets

 4,681  4,580  4,956  4,499 

Operating lease right-of-use assets

 168,572  179,055  150,191  156,116 

Goodwill

 168,295  21,341  168,295  168,295 

Intangible assets

 7,038  0  7,038  7,038 

Notes receivable, less current portion

 3,734  12,093 

Investments in unconsolidated companies

  1,867   40,782   2,476   2,022 

Total other assets

  471,845   385,059   452,790   455,762 

Total assets

 $1,457,369  $1,362,132  $1,357,011  $1,403,396 

 

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)

 

 

June 30,

2021

  

December 31,

2020

  

March 31, 2022

  

December 31,

2021

 
 

unaudited

     

unaudited

    

Liabilities and Stockholders Equity

        

Current Liabilities:

  

Trade accounts payable

 $22,246  $21,112  $25,842  $22,488 

Finance lease obligations, current portion

 4,557  4,423  4,766  4,695 

Operating lease liabilities, current portion

 26,873  25,451  28,005  27,574 

Accrued payroll

 93,264  86,183  73,877  106,698 

Amounts due to third party payors

 16,931  16,454  17,319  17,595 

Accrued risk reserves, current portion

 30,932  30,953  30,890  31,134 

Other current liabilities

 19,639  21,344  21,760  20,059 

Provider relief funds

 10,429  16,068  516  9,443 

Contract liabilities

 40,121  51,253  5,003  15,022 

Dividends payable

  8,020   7,987   8,509   8,493 

Total current liabilities

  273,012   281,228   216,487   263,201 
  

Finance lease obligations, less current portion

 8,228  10,540  4,627  5,845 

Operating lease liabilities, less current portion

 141,699  153,604  122,186  128,542 

Accrued risk reserves, less current portion

 70,918  68,584  70,523  66,914 

Refundable entrance fees

 7,461  7,462  6,097  7,011 

Deferred income taxes

 13,463  14,079  8,078  6,852 

Other noncurrent liabilities

  29,336   28,375   17,957   16,571 

Total liabilities

  544,117   563,872   445,955   494,936 
  

Equity:

  

Common stock, $.01 par value; 45,000,000 shares authorized; 15,423,240 and 15,369,745 shares, respectively, issued and outstanding

 154  153 

Common stock, $.01 par value; 45,000,000 shares authorized; 15,471,331 and 15,452,033 shares, respectively, issued and outstanding

 154  154 

Capital in excess of par value

 230,248  226,943  232,733  232,167 

Retained earnings

 673,151  563,024  675,887  669,078 

Accumulated other comprehensive income

  3,288   5,057 

Accumulated other comprehensive income (loss)

  (3,455

)

  1,605 

Total National HealthCare Corporation stockholders’ equity

 906,841  795,177  905,319  903,004 

Noncontrolling interest

  6,411   3,083   5,737   5,456 

Total equity

  913,252   798,260   911,056   908,460 

Total liabilities and equity

 $1,457,369  $1,362,132  $1,357,011  $1,403,396 

 

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)  

 

 

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2022

  

2021

 

Cash Flows From Operating Activities:

        

Net income

 $126,638  $1,706  $15,349  $21,308 

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

 

Adjustments to reconcile net income to net cash (used in)/provided by operating activities:

 

Depreciation and amortization

 20,292  20,983  9,757  10,161 

Equity in earnings of unconsolidated investments

 (5,306

)

 (5,429

)

 (454

)

 (2,911

)

Distributions from unconsolidated investments

 6,314  6,901  0  5,897 

Unrealized (gains)/losses on marketable equity securities

 (570

)

 40,339 

Gains on sale of marketable debt securities

 (212

)

 (13

)

Gains on acquisitions of equity method investments

 (95,202

)

 (1,708

)

Unrealized gains on marketable equity securities

 (3,126

)

 (7,059

)

Gains on sale of marketable securities

 (45

)

 0 

Deferred income taxes

 (140

)

 (11,529

)

 2,600  1,596 

Stock–based compensation

 1,179  1,289  712  496 

Changes in operating assets and liabilities:

  

Accounts receivable

 2,402  8,350  (5,624

)

 (4,622

)

Inventories

 842  332  (4

)

 664 

Prepaid expenses and other assets

 (2,278

)

 2,238  (4,385

)

 (601

)

Trade accounts payable

 (2,325

)

 (1,241

)

 3,354  (4,999

)

Accrued payroll

 3,858  (1,320

)

 (32,821

)

 (21,777

)

Amounts due to third party payors

 (15

)

 2,570  (276

)

 (880

)

Accrued risk reserves

 2,313  8,860  3,365  1,945 

Provider relief funds

 (5,639

)

 19,294  (8,927

)

 7,442 

Contract liabilities

 (11,132

)

 50,992  (10,019

)

 0 

Other current liabilities

 (1,800

)

 11,979  1,701  4,331 

Other noncurrent liabilities

  903   134   1,386   1,598 

Net cash provided by operating activities

 40,122  154,727 

Net cash (used in)/provided by operating activities

 (27,457

)

 12,589 

Cash Flows From Investing Activities:

        

Purchases of property and equipment

 (13,143

)

 (12,517

)

 (8,962

)

 (4,327

)

Acquisitions of equity method investments, net of cash acquired

 (28,713

)

 (6,648

)

Investments in unconsolidated companies

 0  (185

)

Investments in notes receivable

 0  (425

)

Collections of notes receivable

 8,405  1,139  224  255 

Purchases of marketable securities

 (43,483

)

 (19,754

)

 (14,128

)

 (7,866

)

Proceeds from sale of marketable securities

  44,939   19,823   16,946   6,086 

Net cash used in investing activities

 (31,995

)

 (18,567

)

 (5,920

)

 (5,852

)

Cash Flows From Financing Activities:

        

Borrowings under credit facility

 0  40,000 

Repayments under credit facility

 0  (50,000

)

Principal payments under finance lease obligations

 (2,178

)

 (2,052

)

 (1,147

)

 (1,081

)

Dividends paid to common stockholders

 (15,990

)

 (15,948

)

 (8,493

)

 (7,988

)

Noncontrolling interest contributions

 0  525  250  0 

Issuance of common shares

 2,405  949  0  327 

Repurchase of common shares

 (278

)

 (53

)

 (146

)

 (278

)

Entrance fee (refunds) deposits

  (1

)

  188 

Entrance fee refunds

  (914

)

  (128

)

Net cash used in financing activities

  (16,042

)

  (26,391

)

  (10,450

)

  (9,148

)

Net (Decrease)/Increase in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

 (7,915

)

 109,769 

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

 (43,827

)

 (2,411

)

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

  158,502   61,010   119,743   158,502 

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

 $150,587  $170,779  $75,916  $156,091 
  

Balance Sheet Classifications:

  

Cash and cash equivalents

 $134,692  $149,471  $56,993  $134,107 

Restricted cash and cash equivalents

  15,895   21,308   18,923   21,984 

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

 $150,587  $170,779  $75,916  $156,091 

 

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)

 

 

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

Net income

       21,267    41  21,308    0  0  21,267  0  41  21,308 

Other comprehensive loss

         (1,922

)

   (1,922

)

   0  0  0  (1,922

)

 0  (1,922

)

Stock–based compensation

     496  ���      496    0  496  0  0  0  496 

Shares sold – options exercised

 24,331  1  326        327  24,331  1  326  0  0  0  327 

Repurchase of common shares

 (3,936

)

   (278

)

       (278

)

 (3,936

)

 0  (278

)

 0  0  0  (278

)

Dividends declared to common stockholders ($0.52 per share)

           (8,003

)

        (8,003

)

Dividends declared to common stockholders ($0.52 per share)

  -   0   0   (8,003

)

  0   0   (8,003

)

Balance at March 31, 2021

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

 

  

Common Stock

  

Capital in

Excess of

  

Retained

  

Accumulated

Other

Comprehensive

  

Non-

controlling

  

Total

Stockholders’

 
  

Shares

  

Amount

  

Par Value

  

Earnings

  

Income

  

Interest

  

Equity

 

Balance at January 1, 2020

  15,332,206  $153  $222,787  $553,093  $2,560  $476  $779,069 

Net (loss) income

           (26,852

)

     36   (26,816

)

Contributions attributable to noncontrolling interest

                 281   281 

Other comprehensive loss

              (2,012

)

     (2,012

)

Stock–based compensation

        466            466 

Shares sold – options exercised

  15,006   0   400            400 

Repurchase of common shares

  (611

)

     (53

)

           (53

)

Dividends declared to common stockholders ($0.52 per share)

           (7,980

)

        (7,980

)

Balance at March 31, 2020

  15,346,601  $153  $223,600  $518,261  $548  $793  $743,355 
                             

Net income

           28,324      198   28,522 

Contributions attributable to noncontrolling interest

                 244   244 

Other comprehensive income

              3,780      3,780 

Stock–based compensation

        823            823 

Shares sold – options exercised

  11,073      549            549 

Repurchase of common shares

  (186

)

                  

Dividends declared to common stockholders ($0.52 per share)

           (7,986

)

        (7,986

)

Balance at June 30, 2020

  15,357,488  $153  $224,972  $538,599  $4,328  $1,235  $769,287 
  

Common Stock

  

Capital in

Excess of

  

Retained

  

Accumulated

Other

Comprehensive

  

Non-

controlling

  

Total

Stockholders’

 
  

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

     0   0   15,318   0   31   15,349 

Equity contributed by noncontrolling interest

     0   0   0   0   250   250 

Other comprehensive loss

     0   0   0   (5,060

)

  0   (5,060

)

Stock–based compensation

     0   712   0   0   0   712 

Shares sold – options exercised

  21,463   0   0   0   0   0   0 

Repurchase of common shares

  (2,165

)

  0   (146

)

  0   0   0   (146

)

Dividends declared to common stockholders ($0.55 per share)

     0   0   (8,509

)

  0   0   (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

June 30, 2021March 31, 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 June 30, 2021,March 31, 2022, we operate or manage, through certain affiliates, 75 skilled nursing facilities with a total of 9,4739,456 licensed beds, 24 assisted living facilities, five5 independent living facilities, one1 behavioral health hospital, 35 homecare agencies, and 2829 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 10 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, 20202021 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 20202021 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, 20202021 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”).

 

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, and hospice 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.

 

9

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 contractual adjustments provided to third party payors. Contractual adjustments 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 $1,102,000$2,536,000 and $2,021,000$919,000 for the three months ended March 31, 2022 and six2021, months ended June 30, 2021. For the three months and six months ended June 30, 2020, bad debt expense was $1,245,000 and $2,075,000, respectively. As of June 30, 2021,March 31, 2022, and December 31, 2020,2021, the Company has recorded allowance for doubtful accounts of $6,841,000$6,726,000 and $5,672,000,$6,411,000, 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

 

In the absence of specific guidance to account for government grants under U.S. GAAP, we have concluded to 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 two2 reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and one behavioral health hospital, 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 87 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 $4,885,000$5,787,000 and $10,254,000 for the three and six months ended June 30, 2021. General and administrative costs were $4,892,000 and $10,390,000$5,369,000 for the three months ended March 31, 2022 and six2021, months ended June 30, 2020, 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.

 

10

 

The Company records right-of-use assets and liabilities on the interim condensed consolidated balance sheets 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 on our interim condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term in our interim condensed consolidated statements of operations.term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases.

 

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 tangible and identifiable intangible assets. 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 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 section of our consolidated balance sheets. As of June 30, 2021,March 31, 2022, and December 31, 2020,2021, we have recorded refundable entrance fees in the amount of $7,461,000$6,097,000 and $7,462,000,$7,011,000, respectively.

 

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 June 30, 2021,March 31, 2022, and December 31, 2020,2021, we have recorded a future service obligation liability in the amount of $2,177,000.$2,338,000. 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.

 

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 limited liabilityunconsolidated companies” in the interim condensed consolidated balance sheets.

 

Prior Period ClassificationReclassifications

 

Certain amountsaccounts in prior periodsthe prior-year financial statements have been reclassified for comparative purposes to conform with current period presentation.

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 new laws impacted healthcare providers in a variety of ways, but the largest legislation from a monetary relief perspective is 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 has 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 any 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 will beare used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $15,126,000$10,620,000 and $24,648,000$22,749,000 of government stimulus income from the Provider Relief Funds for the three months ended June 30, 2021March 31, 2022 and 2020, respectively. The Company recorded $37,875,000 and $24,648,000 of government stimulus income from the Provider Relief Funds for the six months ended June 30, 2021,and 2020, respectively. The grant income was determined on a systemic 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”).

As of June 30, 2021, amounts not recognized as income are $10,429,000 and are reflected in the current liability section of our interim condensed consolidated balance sheet (provider relief funds). We anticipate incurring additional COVID-19 related expenses or lost revenues in the future; therefore, at this time, we believe that we will fully utilize the remaining $10,429,000 of Provider Relief Funds before the reporting requirement deadlines outlined by 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. 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 first eleven months after repayment begins,began, repayment will occuroccurs through an automatic recoupment of twenty-five percent of Medicare payments. During the succeeding sixnine months, repayment will occur 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. Recoupment of the accelerated payments began in the second quarter of 2021. As of June 30,March 31, 2022 and December 31, 2021, $40,121,0005,003,000 and $15,022,000, respectively, of the accelerated payments remain and isare 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 DecemberMarch 31, 2020.2022. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. OnBeginning December 27, 2020,April 1, 2022, the Consolidated Appropriations Act ofsequestration reductions will then be 20211% further suspended thefrom 2.0%April 1, 2022 payment adjustment through June 30, 2021.2022. OnThe full April 14, 2021, 2%Congress extended reduction is scheduled to go back into effect July 1, 2022. The CARES Act extends the Medicare sequestration policy through 2030 in exchange for this temporary suspension, periodwhich the sequestration reduction for 2030 has been increased up to December 31, 2021.3%.

 

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 behave 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 June 30,March 31, 2022 and December 31, 2021, we have deferred $21,153,000$10,545,000 of the Company’s share of the social security taxes.  At June 30, 2021, half of the payroll tax deferral istaxes included in accrued payroll in the current liabilities section of the consolidated balance sheet and the other half of the payroll tax deferral is included in other noncurrent liabilities within our 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 $7,094,000$5,538,000 and $3,858,000$3,955,000 in net patient revenues for these supplemental Medicaid payments for the three months ended June 30, 2021March 31, 2022 and 2020, respectively. We have recorded $11,049,000 and $5,532,000 in net patient revenues for these supplemental Medicaid payments for the six months ended June 30, 2021,and 2020, respectively.

 

Note 4 Acquisition of Caris HealthCare, L.P.

On June 11, 2021, the Company acquired the remaining 24.9% equity interest in Caris HealthCare, L.P. (“Caris”) for a purchase price of approximately $28,713,000, net of cash acquired. Caris specializes in providing hospice and palliative care to over 1,200 patients per day in 28 locations in Georgia, Missouri, South Carolina, Tennessee, and Virginia. As a leading senior care provider, this acquisition is a strategic advancement of our growth that provides a continuum of post-acute health care to seniors in our operational footprint.

Prior to the June 11, 2021 acquisition date, the Company held a 75.1% non-controlling equity interest in Caris, which was accounted for as an equity method investment. The Company accounted for the acquisition of the remaining 24.9% equity interest of Caris as a step acquisition, which required remeasurement of the Company’s previous 75.1% ownership interest to fair value. Using acquisition accounting, the Company increased the value of its previously held equity method investment to its fair value of approximately $133.1 million, which resulted in a gain of $95.2 million. This gain is recorded in the interim condensed consolidated statements of operations under the line item “gains on acquisitions of equity method investments”.

13

 

The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation and to determine the fair value of the previously held equity method investment.

The Company has performed a preliminary valuation analysis of the fair market value of Caris’ assets to be acquired and liabilities to be assumed. The final valuation of the assets acquired and liabilities assumed was not complete as of June 30, 2021, but will be finalized within the allowable measurement period. The following table summarizes the allocation of the preliminary assets and liabilities as of the transaction’s closing date (in thousands):

  

Amount

 

Cash and cash equivalents

 $15,515 

Restricted cash and cash equivalents

  58 

Accounts receivable

  10,544 

Prepaid expenses and other assets

  1,006 

Property and equipment

  3,608 

Operating lease – right-of-use assets

  1,600 

Intangible assets

  7,038 

Total assets acquired

  39,369 
     

Trade accounts payable

  3,459 

Accrued payroll

  3,223 

Other current liabilities

  587 

Operating lease liabilities

  1,600 

Other noncurrent liabilities

  58 

Total liabilities assumed

  8,927 
     

Net identifiable assets acquired

  30,442 

Goodwill

  146,954 

Total estimated fair value of Caris

 $177,396 

The indefinite-lived intangible assets acquired include the trade name of Caris and the certificates of need and licenses. The goodwill is recorded in the homecare and hospice segment and is attributed to the workforce acquired and reputation of the business as part of the transaction. We expect approximately 35% - 40% of the goodwill to be deductible for income tax purposes.

For the second quarter of 2021, Caris contributed net patient revenues of $3,712,000 and income before income taxes of $982,000 that are included in the Company’s interim condensed consolidated statements of operations.

The following table contains unaudited pro forma interim condensed consolidated statements of operations information for the three months and six months ended June 30, 2021 and 2020, assuming that the Caris acquisition closed on January 1, 2020. The pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of assets acquired and liabilities assumed. The pro forma financial information may vary in future quarters based on the final valuations and analysis of the fair value of the assets acquired and liabilities assumed (in thousands).

  

Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2021

  

2020

  

2021

  

2020

 

Net patient revenues

 $249,733  $241,670  $481,802  $501,726 

Total costs and expenses

  258,754   261,573   506,320   514,274 

Income from operations

  17,161   16,068   35,782   35,452 

Non-operating income

  3,162   3,453   6,975   7,315 

Income before income taxes

  13,834   39,574   43,327   4,136 

Net income attributable to NHC

 $10,378  $29,077  $32,350  $2,968 

 

Note 54 Net Patient Revenues

 

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

 

14

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 a behavioral health hospital, and (2) homecare and hospice services (in thousands).

 

 

Three Months Ended

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Net patient revenues:

          

Inpatient services

 $218,860  $214,387  $422,103  $445,374  $224,842  $203,242 

Homecare and hospice services

  18,116   11,284   31,728   24,392 

Homecare and hospice

  31,495   13,613 

Total net patient revenue

 $236,976  $225,671  $453,831  $469,766  $256,337  $216,855 

 

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

June 30

 

Six Months Ended

June 30

 

Three Months Ended

March 31

 

Source

 

2021

 

2020

 

2021

 

2020

 

2021

  

2020

 

Medicare

 34% 32% 34% 33% 37%  35% 

Managed Care

 12% 10% 13% 11% 10%  12% 

Medicaid

 29% 32% 29% 30% 28%  29% 

Private Pay and Other

  25%  26%  24%  26%  25%   24% 

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 is temporary relief from the three-day hospital stay during the COVID-19 emergency). 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.

 

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

14

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.

 

15

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 June 30, 2021March 31, 2022 and December 31, 2020,2021, the Company has recorded $40,121,000$5,003,000 and $51,253,000,$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.

 

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

 

Balance at December 31, 2020

 $51,253 

Balance at December 31, 2021

 $15,022 

Payments received

 0  0 

Payments recouped

  (11,132

)

  (10,019

)

Balance at June 30, 2021

 $40,121 

Balance at March 31, 2022

 $5,003 

 

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 $16,931,000$17,319,000 and $16,454,000$17,595,000 as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

 

 

 

Note 65 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–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

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Rental income

 $5,514  $5,646  $11,161  $11,325  $5,982  $5,647 

Management and accounting services fees

 4,136  4,121  8,460  8,600  4,304  4,324 

Insurance services

 1,277  1,398  2,541  2,780  1,247  1,264 

Other

  129   158   263   647   493   134 

Total other revenues

 $11,056  $11,323  $22,425  $23,352  $12,026  $11,369 

 

1615

 

Rental Income

 

The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease four4 Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 98 – Long Term Leases. Rental income reflected in the interim condensed consolidated statements of operations consisted of the following (in thousands):

  

Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2021

  

2020

  

2021

  

2020

 

Operating lease payments

 $5,303  $5,505  $10,809  $11,008 

Variable lease payments

  211   141   352   317 

Total rental income

 $5,514  $5,646  $11,161  $11,325 

 

Management Fees from National Health Corporation

 

We manage five5 skilled nursing facilities owned by National Health Corporation (“National”). For the three and sixmonths ended June 30, March 31, 2022 and 2021,we recognized management fees and interest on management fees of $940,000$981,000 and $1,837,000 from these centers, respectively. For the three months and six months ended June 30, 2020, we recognized management fees and interest on management fees of $941,000 and $2,478,000$896,000, respectively, for these centers, respectively.centers.

 

Insurance Services

 

For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended March 31, 2022 and six2021 months ended June 30, 2021 were $766,000$728,000 and $1,518,000, respectively. For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2020 were $883,000 and $1,662,000,$753,000, respectively. Associated losses and expenses are reflected 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 March 31, 2022 and six2021 months ended June 30, 2021 were $511,000$519,000 and $1,023,000, respectively. For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2020 were $515,000 and $1,118,000,$511,000, 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 76 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

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Equity in earnings of unconsolidated investments

 $2,395  $2,618  $5,306  $5,429  $454  $2,911 

Dividends and net realized gains on sales of securities

 1,915  1,891  3,877  3,913  1,753  1,962 

Interest income

  1,276   1,445   2,663   3,050   992   1,387 

Total non-operating income

 $5,586  $5,954  $11,846  $12,392  $3,199  $6,260 

 

Caris HealthCare, L.P.

 

On June 11, 2021, the Company acquired the remaining 24.9% equity interest in Caris. See Note 4 - “Acquisition of Caris HealthCare, L.P.” for further detail describing the acquisition.

(“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 will no longer be accounted for as an equity method investment.

 

1716

 

Note 87 Business Segments

 

The Company has 2 reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and our behavioral health hospital; 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.

 

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

 

 

Three Months Ended June 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

 $218,860  $18,116  $0  $236,976  $224,842  $31,495  $0  $256,337 

Other revenues

 97  0  10,959  11,056  114  0  11,912  12,026 

Government stimulus income

  15,126   0   0   15,126   10,620   0   0   10,620 

Net operating revenues and grant income

 234,083  18,116  10,959  263,158  235,576  31,495  11,912  278,983 
  

Costs and expenses:

  

Salaries, wages, and benefits

 128,573  10,482  17,749  156,804  142,185  19,401  9,108  170,694 

Other operating

 65,129  3,991  2,923  72,043  64,383  7,095  2,607  74,085 

Rent

 8,278  454  1,438  10,170  8,347  592  1,126  10,065 

Depreciation and amortization

 9,227  94  810  10,131  8,838  113  806  9,757 

Interest

  215   0   0   215   165   0   0   165 

Total costs and expenses

  211,422   15,021   22,920   249,363   223,918   27,201   13,647   264,766 
  

Income (loss) from operations

 22,661  3,095  (11,961

)

 13,795  11,658  4,294  (1,735

)

 14,217 

Non-operating income

 0  0  5,586  5,586  0  0  3,199  3,199 

Gain on acquisition of equity method investment

 0  0  95,202  95,202 

Unrealized losses on marketable equity securities

  0   0   (6,489

)

  (6,489

)

Unrealized gains on marketable equity securities

  0   0   3,126   3,126 
  

Income before income taxes

 $22,661  $3,095  $82,338  $108,094  $11,658  $4,294  $4,590  $20,542 

 

  

Three Months Ended June 30, 2020

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $214,387  $11,284  $0  $225,671 

Other revenues

  127   0   11,196   11,323 

Government stimulus income

  22,622   2,026   0   24,648 

Net operating revenues and grant income

  237,136   13,310   11,196   261,642 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  136,380   7,963   12,571   156,914 

Other operating

  63,999   4,342   2,520   70,861 

Rent

  8,380   446   1,494   10,320 

Depreciation and amortization

  9,626   106   813   10,545 

Interest

  366   0   87   453 

Total costs and expenses

  218,751   12,857   17,485   249,093 
                 

Income (loss) from operations

  18,385   453   (6,289

)

  12,549 

Non-operating income

  0   0   5,954   5,954 

Unrealized gains on marketable equity securities

  0   0   20,053   20,053 
                 

Income before income taxes

 $18,385  $453  $19,718  $38,556 

  

Three Months Ended March 31, 2021

 
  

Inpatient
Services

  

Homecare

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $203,242  $13,613  $0  $216,855 

Other revenues

  98   0   11,271   11,369 

Government stimulus income

  22,749   0   0   22,749 

Net operating revenues and grant income

  226,089   13,613   11,271   250,973 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  131,811   9,435   7,913   149,159 

Other operating

  61,808   1,915   2,401   66,124 

Rent

  8,194   431   1,438   10,063 

Depreciation and amortization

  9,263   87   811   10,161 

Interest

  244   0   0   244 

Total costs and expenses

  211,320   11,868   12,563   235,751 
                 

Income/(loss) from operations

  14,769   1,745   (1,292

)

  15,222 

Non-operating income

  0   0   6,260   6,260 

Unrealized gains on marketable equity securities

  0   0   7,059   7,059 
                 

Income before income taxes

 $14,769  $1,745  $12,027  $28,541 

 

1817

 
  

Six Months Ended June 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $422,103  $31,728  $0  $453,831 

Other revenues

  195   0   22,230   22,425 

Government stimulus income

  37,875   0   0   37,875 

Net operating revenues and grant income

  460,173   31,728   22,230   514,131 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  257,383   18,890   25,661   301,934 

Other operating

  129,938   6,934   5,324   142,196 

Rent

  16,472   884   2,877   20,233 

Depreciation and amortization

  18,490   181   1,621   20,292 

Interest

  459   0   0   459 

Total costs and expenses

  422,742   26,889   35,483   485,114 
                 

Income (loss) from operations

  37,431   4,839   (13,253

)

  29,017 

Non-operating income

  0   0   11,846   11,846 

Gain on acquisition of equity method investment

  0   0   95,202   95,202 

Unrealized gains on marketable equity securities

  0   0   570   570 
                 

Income before income taxes

 $37,431  $4,839  $94,365  $136,635 

  

Six Months Ended June 30, 2020

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $445,374  $24,392  $0  $469,766 

Other revenues

  561   0   22,791   23,352 

Government stimulus income

  22,622   2,026   0   24,648 

Net operating revenues and grant income

  468,557   26,418   22,791   517,766 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  271,595   16,279   16,509   304,383 

Other operating

  129,104   8,161   5,264   142,529 

Rent

  16,757   903   2,992   20,652 

Depreciation and amortization

  19,197   160   1,626   20,983 

Interest

  748   0   117   865 

Total costs and expenses

  437,401   25,503   26,508   489,412 
                 

Income (loss) from operations

  31,156   915   (3,717

)

  28,354 

Non-operating income

  0   0   12,392   12,392 

Gain on acquisition of equity method investment

  0   0   1,708   1,708 

Unrealized losses on marketable equity securities

  0   0   (40,339

)

  (40,339

)

                 

Income (loss) before income taxes

 $31,156  $915  $(29,956

)

 $2,115 

 

Note 98 Long-Term Leases

 

Operating Leases

 

At June 30, 2021,March 31, 2022, we leased from NHI the real property of 35 skilled nursing facilities, seven7 assisted living centers and three3 independent living centers under two2 separate lease agreements. As part of the first lease agreement, we sublease four4 Florida skilled nursing facilities to a third-party operator. Base rent expense under both NHI lease agreements totals $34,200,000 annually with rent thereafter escalating by 4% of the increase in facility revenue over a base year. Total facility rent expense to NHI was $9,492,000$9,252,000 and $18,903,000 for the three and six months ended June 30, 2021. Total facility rent expense to NHI was $9,655,000 and $19,310,000$9,411,000 for the three months ended March 31, 2022 and six2021, months ended June 30, 2020.respectively.

 

19

Finance Leases

 

At June 30, 2021,March 31, 2022, we leased and operated three3 senior healthcare facilities in the state of Missouri under three3 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 twofive2 five–year renewal options. 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 June 30, 2021March 31, 2022 (in thousands):

 

 

Finance

Leases

  

Operating

Leases

  

Finance

Leases

  

Operating

Leases

 

2022

 $5,200  $36,047 

2023

 5,200  35,418  $5,200  $36,046 

2024

 3,467  34,918  4,767  35,489 

2025

 0  34,549  0  35,033 

2026

 0  34,343  0  34,756 

2027

 0  26,704 

Thereafter

  0   22,857   0   4,888 

Total minimum lease payments

  13,867   198,132   9,967   172,916 

Less: amounts representing interest

  (1,082

)

  (29,560

)

  (574

)

  (22,725

)

Present value of future minimum lease payments

 12,785  168,572  9,393  150,191 

Less: current portion

  (4,557

)

  (26,873

)

  (4,766

)

  (28,005

)

Noncurrent lease liabilities

 $8,228  $141,699  $4,627  $122,186 

 

 

 

Note 109 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(in thousands, except for share and per share amounts):

 

  

Three Months Ended June 30

  

Six Months Ended June 30

 
  

2021

  

2020

  

2021

  

2020

 

Basic:

                

Weighted average common shares outstanding

  15,349,162   15,307,105   15,338,400   15,300,941 

Net income attributable to National HealthCare Corporation

 $104,883  $28,324  $126,150  $1,472 

Earnings per common share, basic

 $6.83  $1.85  $8.22  $0.10 
                 

Diluted:

                

Weighted average common shares outstanding

  15,349,162   15,307,105   15,338,400   15,300,941 

Effects of dilutive instruments

  69,850   65,325   66,234   66,523 

Weighted average common shares outstanding

  15,419,012   15,372,430   15,404,634   15,367,464 
                 

Net income attributable to National HealthCare Corporation

 $104,883  $28,324  $126,150  $1,472 

Earnings per common share, diluted

 $6.80  $1.84  $8.19  $0.10 

In the above table, options to purchase 631,905 and 698,421 shares of our common stock have been excluded for the six months ended June 31,2021 and 2020, respectively, due to their anti-dilutive impact.

  

Three Months Ended

March 31

 
  

2022

  

2021

 

Basic:

        

Weighted average common shares outstanding

  15,416,836   15,327,520 

Net income attributable to National HealthCare Corporation

 $15,318  $21,267 

Earnings per common share, basic

 $0.99  $1.39 
         

Diluted:

        

Weighted average common shares outstanding

  15,416,836   15,327,520 

Effects of dilutive instruments

  47,019   62,556 

Weighted average common shares outstanding

  15,463,855   15,390,076 
         

Net income attributable to National HealthCare Corporation

 $15,318  $21,267 

Earnings per common share, diluted

 $0.99  $1.38 

 

2018

 

Note 1110 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 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 1211 for a description of the Company's methodology for determining the fair value of marketable securities.

 

Marketable securities consist of the following (in thousands):

 

 

June 30, 2021

  

December 31, 2020

  

March 31, 2022

  

December 31, 2021

 
 

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  $128,666  $30,176  $128,590  $30,176  $118,048  $30,176  $113,108 

Corporate debt securities

 20,009  19,930  25,812  25,778  17,030  16,554  19,038  18,843 

Asset-backed securities

 2,476  2,464  2,485  2,480  501  493  1,481  1,469 

U.S. Treasury securities

 11,298  11,257  19,519  19,504  14,189  13,940  15,082  14,998 

Restricted investments available for sale:

  

Marketable equity securities

 24,783  25,174  4,783  4,680  25,546  25,249  25,442  26,958 

Corporate debt securities

 63,046  66,398  61,709  66,247  62,399  61,699  60,816  62,936 

Asset-based securities

 33,587  34,436  40,655  41,769  30,715  29,982  32,918  33,301 

U.S. Treasury securities

 22,234  22,015  20,760  21,159  37,403  35,181  33,052  32,630 

State and municipal securities

  9,543   9,846   12,497   12,898   4,972   4,939   7,700   7,923 
 $217,152  $320,186  $218,396   323,105  $222,931  $306,085  $225,705   312,166 

 

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

 

  

June 30, 2021

  

December 31, 2020

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

  1,630,642  $24,734  $109,335   1,630,642  $24,734  $112,792 
  

March 31, 2022

  

December 31, 2021

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

  1,630,642  $24,734  $96,224   1,630,642  $24,734  $93,713 

 

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

 

 

June 30, 2021

  

December 31, 2020

  

March 31, 2022

  

December 31, 2021

 
 

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

 

Maturities:

  

Within 1 year

 $41,415  $41,582  $49,694  $49,863  $34,236  $34,159  $32,718  $32,843 

1 to 5 years

 85,438  88,232  99,143  103,002  89,482  87,771  95,293  96,937 

6 to 10 years

 35,340  36,532  34,326  36,685  43,491  40,858  41,580  41,835 

Over 10 years

  0   0   274   285   0   0   496   485 
 $162,193  $166,346  $183,437  $189,835  $167,209  $162,788  $170,087  $172,100 

 

19

Gross unrealized gains related to marketable equity securities are $99,232,000$88,514,000 and $98,445,000$85,394,000 as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. Gross unrealized losses related to marketable equity securities are $351,000$939,000 and $134,000$946,000 as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. For the three months ended March 31, 2022 and six2021, months ended June 30, 2021, the Company recognized a net unrealized loss of $6,489,000 and a net unrealized gain of $570,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the three months and six months ended June 30, 2020, the Company recognized net unrealized gains of $20,053,000$3,126,000 and net unrealized losses of $40,339,000,$7,059,000, 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 $4,806,000$484,000 and $6,759,000$3,189,000 as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. Gross unrealized losses related to available for sale marketable debt securities are $653,000$4,905,000 and $361,000$1,176,000 as of June 30, 2021March 31, 2022 and December 31, 2020,2021, respectively. The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related.

 

21

The Company has not recognized any credit related impairments for the three months orended six months ending June 30, 2021March 31, 2022 and 2020.2021.

 

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 debt securities during the sixthree months ended June 30, 2021March 31, 2022 and 20202021 were $44,939,000$16,946,000 and $19,823,000,$6,086,000, respectively. Investment gains of $212,000 and $13,000$45,000 were realized on these sales during the sixthree months ended June 30, 2021March 31, 2022. and 2020, respectively. NoNaN investment gains were realized on these sales were reported for marketable equity securities forduring the sixthree months ended June 30, 2021 March 31, 2021.and 2020, respectively.

 

 

 

Note 1211 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.

 

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 June 30, 2021March 31, 2022 and December 31, 20202021 for assets and liabilities measured at fair value on a recurring basis (in thousands):

 

 

Fair Value Measurements Using

  

Fair Value Measurements Using

 

June 30, 2021

 

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, 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

 $134,692  $134,692  $0  $  $56,993  $56,993  $0  $ 

Restricted cash and cash equivalents

 15,895  15,895  0    18,923  18,923  0   

Marketable equity securities

 153,840  153,840  0    143,297  143,297  0   

Corporate debt securities

 86,328  46,850  39,478    78,253  43,059  35,194   

Mortgage–backed securities

 36,900  0  36,900    30,475  0  30,475   

U.S. Treasury securities

 33,272  33,272  0    49,121  49,121  0   

State and municipal securities

  9,846   0   9,846      4,939   0   4,939    

Total financial assets

 $470,773  $384,549  $86,224  $  $382,001  $311,393  $70,608  $ 

 

2220

 
 

Fair Value Measurements Using

  

Fair Value Measurements Using

 

December 31, 2020

 

Fair

Value

  

Quoted Prices in

Active Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

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

 $147,093  $147,093  $0  $  $107,607  $107,607  $0  $ 

Restricted cash and cash equivalents

 11,409  11,409  0    12,136  12,136  0   

Marketable equity securities

 133,270  133,270  0    140,066  140,066  0   

Corporate debt securities

 92,025  56,772  35,253    81,779  50,005  31,774   

Asset–backed securities

 44,249  0  44,249    34,770  0  34,770   

U.S. Treasury securities

 40,663  40,663  0    47,628  47,628  0   

State and municipal securities

  12,898   0   12,898      7,923   0   7,923    

Total financial assets

 $481,607  $389,207  $92,400  $  $431,909  $357,442  $74,467  $ 

 

 

 

Note 1312 Goodwill and Other Intangible Assets

 

At June 30, 2021,March 31, 2022, the Company reviewed the carrying value of goodwill for impairment indicators, including due to the events and circumstances surrounding the Coronavirus Pandemic ("COVID-19"). As a result of the review, there were 0 impairment indicators regarding the Company’s goodwill during the three months ended June 30, 2021March 31, 2022 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. 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.

 

See Note 4Acquisition of Caris HealthCare, L.P. for further detail describing the goodwill addition in 2021.At June 30, 2021,March 31, 2022, the following table represents the activity related to our goodwill by segment (in thousands):

 

  

Inpatient

Services

  

Homecare and Hospice

  

All Other

  

Total

 

January 1, 2021

 $3,741  $17,600  $  $21,341 

Additions

  0   146,954      146,954 

June 30, 2021

 $3,741  $164,554  $  $168,295 
  

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

 

January 1, 2022

 $3,741  $164,554  $  $168,295 

Additions

  0   0      0 

March 31, 2022

 $3,741  $164,554  $  $168,295 

 

As part of the Caris acquisition, weWe also have recorded indefinite-lived intangible assets that consistedconsist of the trade namenames ($4,340,000) and certificates of need and licenses ($2,698,000).

 

 

 

Note 1413 - Stock Repurchase Program

 

During the sixthree months ended June 30,March 31, 2022, the Company repurchased 2,165 shares of its common stock for a total cost of $146,000. During the three months ended March 31, 2021, the Company repurchased 3,936 shares of its common stock for a total cost of $278,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.

 

 

 

Note 1514 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 $683,000$712,000 and $823,000$496,000 for the three months ended June 30, 2021March 31, 2022 and 2020, respectively. Stock–based compensation totaled $1,179,000 and $1,289,000 for the six months ended June 30, 2021,and 2020, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

 

At June 30, 2021,March 31, 2022, the Company had $2,494,000$4,432,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate onethree-year period.

 

21

Stock Options

 

The following table summarizes the significant assumptions used to value the options granted for the sixthree months ended June 30, 2021March 31, 2022 and for the year ended December 31, 2020.2021.

 

 

June 30,

2021

 

December 31,
2020

 

March 31, 2022

  

December 31,
2021

 

Risk–free interest rate

 0.21% 0.87% 1.63%  0.21% 

Expected volatility

 35.1% 20.1% 30.95%  34.90% 

Expected life, in years

 2.2  2.2  2.9  2.2 

Expected dividend yield

 3.01% 2.91% 3.62%  3.00% 

 

23

The following table summarizes our outstanding stock options for the sixthree months ended June 30, 2021March 31, 2022 and for the year ended December 31, 2020.2021.

 

  

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2020

  809,529  $71.24  $ 

Options granted

  104,057   73.98    

Options exercised

  (43,630

)

  63.37    

Options cancelled

  (3,000

)

  72.94    

Options outstanding at December 31, 2020

  866,956   72.11    

Options granted

  56,829   70.73    

Options exercised

  (148,900

)

  68.41    

Options cancelled

  (6,000

)

  72.94    

Options outstanding at June 30, 2021

  768,885  $72.72  $648,212 
             

Options exercisable at June 30, 2021

  222,686  $69.84  $580,540 

Options

Outstanding

June 30, 2021

  

Exercise Prices

  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

 
103,809   60.73-67.28   63.66   2.9 
665,076   71.64-84.30   74.14   1.1 
768,885         72.72   1.3 
  

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2021

  866,956  $72.11  $ 

Options granted

  55,706   70.80    

Options exercised

  (541,736

)

  71.39    

Options cancelled

  (6,000

)

  72.94    

Options outstanding at December 31, 2021

  374,926   72.95    

Options granted

  249,640   64.15    

Options cancelled

  (157,240

)

  76.99    

Options outstanding at March 31, 2022

  467,326   66.88  $2,085,879 
             

Options exercisable at March 31, 2022

  172,686   69.60  $567,923 

 

 

Options

Outstanding

March 31, 2022

  

Exercise Prices

  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

 
332,620  61.90-68.84   63.96   4.1 
134,706  71.64-77.92   74.11   2.1 
467,326    0   66.88   3.5 

22

 

Note 1615 Income Taxes

 

The Company's income tax provision as a percentage of our income before income taxes was 2.6% and 26.0%25.3% for the three months ended June 30, 2021March 31, 2022 and 2020,2021. respectively. 

The Company's income tax provision as a percentage of our income before income taxes was 7.3% and 19.4% for the six months ended June 30, 2021 and 2020, 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. For the three months ended March 31, 2022 and six2021, months ended June 30, 2021, the accrual 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.only 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 20172018 (with certain state exceptions).

 

 

 

Note 1716 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 $101,850,000$101,413,000 and $99,537,000$98,048,000 at June 30, 2021March 31, 2022 and December 31, 2020,2021, 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.

 

24

As a result of the terms of our insurance policies and our use of wholly–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.

 

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 Plaintiff filed an amended Complaint against Dr. Sanja Malhotra, Integrated Behavioral Health, Inc. and other entities that Dr. Malhotra is alleged to own or in which he has 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 gravamen of the Complaint against the facilities isalleges that nurse practitioners affiliated with Dr. Malhotra had nurse practitioners providingprovided free services into the facilities in exchange for referrals to entities he owned by or in which heDr. Malhotra had a financial interest in violation of the False Claims Act and Anti-Kickback Statute. NHC Healthcare/Moulton, LLC denies the allegations and is vigorously defending the claim. A motion to dismiss has beenwas 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.  We expect that the motion to dismiss will be renewed once the stay is pending.lifted.  There is no expected timeline for the lifting of the stay.  

 

23

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 providehave provided substantial 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.

 

 

Note 17 Subsequent Event

On May 3, 2022, we signed operations transfer agreements ("OTAs") for the seven skilled nursing facilities located in Massachusetts and New Hampshire.  After a period of up to 90 days after the signing of the OTAs, the operations of the seven facilities are expected to be transferred to a third-party skilled nursing operator.  We expect to transfer the operations during the third quarter of 2022.

The seven skilled nursing facilities had net patient revenues of $17,801,000 and $15,377,000 for the three months ended March 31, 2022 and 2021, respectively.  The seven skilled nursing facilities had losses before income taxes of $635,000 and $2,769,000 for the three months ended March 31, 2022 and 2021, respectively.  For the year ended December 31, 2021, the seven skilled nursing facilities had net patient revenues of $67,161,000 and losses before income taxes of $3,741,000.

In conjunction with the OTAs, we have signed an acknowledgement agreement with NHI that will terminate our lease agreement with the seven skilled nursing facilities and amend our master lease agreement.  The lease termination agreement and amendment to the master lease are subject to the operations being transferred.   

 

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

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 17:16: 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 ability to refinance existing debt on favorable terms;

the competitive environment in which we operate;

  

the ability to maintain and increase census levels; and

 

demographic changes.

24

 

See the notes to the quarterly financial statements, and “Item 1. Business” in our 20202021 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. We operate or manage, through certain affiliates, 75 skilled nursing facilities with a total of 9,4739,456 licensed beds, 24 assisted living facilities, five independent living facilities, one behavioral health hospital, 35 homecare agencies, and 2829 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 10 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 are significantly exposed to the public health and economic effects of the COVID-19 pandemic.  NHC’s primary objective 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. 

 

We began our first vaccination clinics in our skilled nursing facilities around the middle of 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.  With the COVID-19 cases significantly declining during the first and second quarters of 2021, the censusoperations in our skilled nursing facilities began to increase. The census in our skilled nursing facilities has risen every month in the first and second quarters of 2021 and increased approximately 7.5% from January 1, 2021 through June 30, 2021.  

26

Despite the COVID-19 cases significantly declining during the first and second quarters of 2021, our operating expenses remain elevated with incentive compensation being paid to our 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.

 

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 2021.2022.  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 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 is the CARES Act. Through the CARES Act, as well as the Paycheck Protection Program and Health Care Enactment Act,PPPCHE, the federal government has 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 any unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID-19.    

25

 

The Provider Relief Fund grants come with terms and condition certifications in which all providers are required to submit documents to ensure the funds will be used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $15,126,000$10,620,000 and $24,648,000$22,749,000 of government stimulus income from the Provider Relief Funds for the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively. The Company recorded $37,875,000 and $24,648,000 of government stimulus income from the Provider Relief Funds for the six months ended June 30, 2021 and 2020, respectively. The grant income was determined on a systemic 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.

As of June 30, 2021, amounts not recognized as income are $10,429,000 and are reflected in the current liability section of our interim condensed consolidated balance sheet (provider relief funds). We anticipate incurring additional COVID-19 related expenses or lost revenues in the future; therefore, at this time, we believe that we will fully utilize the remaining $10,429,000 of Provider Relief Funds before the reporting requirement deadlines outlined by HHS.

 

Additionally, as part of the CARES Act, the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. 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. Recoupment of the accelerated payments began in the second quarter of 2021. As of June 30, 2021, $40,121,000March 31, 2022, $5,003,000 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 through DecemberMarch 31, 2020.2022. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. On December 27, 2020,Beginning April 1, 2022, the Consolidated Appropriations Act of 2021 further suspended the 2.0% payment adjustmentsequestration reductions will then be 1% from April 1, 2022 through June 30, 2021. On April 14, 2021, Congress extended2022. The full 2% reduction is scheduled to go back into effect July 1, 2022. The CARES Act extends the Medicare sequestration policy through 2030 in exchange for this temporary suspension, periodwhich the sequestration reduction for 2030 has been increased up to December 31, 2021.3%.

 

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 behave 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 June 30, 2021,March 31, 2022, we have deferred $21,153,000$10,545,000 of the Company’s share of the social security taxes.taxes included in the current liabilities section of the consolidated balance sheet. 

 

27

 

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 sixthree months ending June 30, 2021March 31, 2022 was 78.9%82.7% compared to 87.9%76.8% for the same period a year ago. For the three months ended June 30, 2021, overall census in our owned and leased skilled nursing facilities was 81.1%% compared to 84.3% in the second quarter of 2020. The census in our skilled nursing facilities for the second quarter of 2021 increased approximately 4% from April 1, 2021 through June 30, 2021. The census in our skilled nursing facilities increased approximately 7.5% from January 1, 2021 through June 30, 2021. 

 

Due to the pandemic, as well as the increased availability of assisted living facilities and home and community-based services, 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. 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.

 

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.

 

The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of June 30, 2021:March 31, 2022:

 

 

NHC Ratings

 

Industry Ratings

 

NHC Ratings

  

Industry Ratings

 

Total number of skilled nursing facilities, end of period

 75     75    

Number of 4 and 5-star rated skilled nursing facilities

 60     58    

Percentage of 4 and 5-star rated skilled nursing facilities

 80% 47% 77%  44% 

Average rating for all skilled nursing facilities, end of period

 4.15  3.21  4.1  3.1 

26

 

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

Skilled Nursing

Acquisition

166 beds

Knoxville, TN

February 2020

Assisted Living

Bed Addition

20 beds

Gallatin, TN

September 2020

Skilled Nursing

Bed Addition

30 beds

Kingsport, TN

December 2020

Hospice

  

Acquisition

  

28 agenciesoffices

  

Various

  

June 2021

Behavioral Health Hospital

 

New Facility

64 beds

Knoxville, TN

April 2022

Behavioral Health Hospital

  

New Facility

  

16 beds

  

St. Louis, MO

  

Under ConstructionMay 2022

Behavioral Health Hospital

New Facility

64 beds

Knoxville, TN

Under Construction

 

Accrued Risk Reserves

 

Our accrued professional liability and workers’ compensation reserves totaled $101,850,000$101,413,000 at June 30, 2021March 31, 2022 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.

 

28

 

Government Reimbursement Programs

 

Medicare Skilled Nursing Facilities

 

On July 29, 2021, CMS released aits final rule outlining fiscal year 2022 Medicare payment rates and policy changes for skilled nursing facilities, which beginsbegan October 1, 2021. The fiscal year 2022 rule results inprovided for an approximate 1.2% increase, of approximatelyor $410 million, in Medicare Part A paymentscompared to SNFs in 2022.  This estimate reflects an update to payment rates of 1.2%, which is based on2021 levels. The net increase includes a 2.7% SNF market basketmarket-basket update lessthat is offset by a 0.7% productivity adjustment and a 0.8% market-basket forecast error adjustment since the difference between the projected and a 0.7% productivity adjustment. These impact figures do not incorporate the SNF Value-Based Program reductions that are estimated to be $184.3 million in FY2022.actual market basket for FY2020 exceeded its threshold.

 

On July 31, 2020,In April 2022, CMS released its finalproposed rule outlining fiscal year 20212023 Medicare payment rates and policy changes for skilled nursing facilities, which beganwill begin on October 1, 2020.2022. The fiscal year 2021 final2023 proposed rule providedequates to a net decrease of 0.7%, or approximately $320 million, in Medicare Part A payments to SNFs in fiscal year 2023 compared to 2022 levels.  The proposed rule includes a 2.8% market basket rate increase, a 1.5% increase for an approximate 2.2%forecast error adjustment, and a 0.4% decrease for multifactor productivity adjustment for a net update of 3.9%. But, CMS also proposes to offset the 3.9% increase with a downward adjustment to payment rates by 4.6%, or $750 million, compared$1.7 billion, to achieve budget neutrality from the aggregate fiscal year 2020 levels. The final rule reflected the commitment to shifting Medicare payments from volume to value, withunder the continued implementation of PDPM and value-based purchasing to improve interoperability, operational quality, and safety.  

The CARES Act temporarily suspended Medicare sequestration beginning May 1, 2020 through December 31, 2020. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. The CARES Act extends the sequestration policy through 2030 in exchange for this temporary suspension. On December 27, 2020, the Consolidated Appropriations Act of 2021 further suspended the 2.0% payment adjustment through June 30, 2021. On April 14, 2021, Congress extended the Medicare sequestration suspension period to December 31, 2021.new Patient Driven Payment Model.

 

For the first sixthree months of 2021,2022, our average Medicare per diem rate for skilled nursing facilities increased 4.2%1.2% as compared to the same period in 2020.2021. 

 

Medicaid Skilled Nursing Facilities

 

Effective July 1, 20202021 and for the fiscal year 2021,2022, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 20212022 fiscal year will be approximately $1,500,000,$3,500,000 annually, or $375,000$875,000 per quarter.

 

Effective OctoberJuly 1, 20202021 and for the fiscal year 2021,2022, the state of South CarolinaMissouri implemented specific individual nursing facility rate changes.increases. We estimate the resulting increase in revenue for the 20212022 fiscal year will be approximately $3,600,000$2,000,000 annually, or $900,000$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 $7,094,000$5,538,000 and $3,858,000$3,955,000 in net patient revenues for these supplemental Medicaid payments for the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively. We have recorded $11,049,000 and $5,532,000 in net patient revenues for these supplemental Medicaid payments for the six months ended June 30, 2021 and 2020, respectively.

27

 

For the first sixthree months of 2021,2022, our average Medicaid per diem increased 8.4%4.8% compared to the same period in 2020.2021.

 

We face challenges with respect to states’ Medicaid payments, because many currently do not cover the total costs incurred in providing care to those patients. States will continue to control Medicaid expenditures and also look for adequate funding sources, including provider assessments. There are several pieces of legislation 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.

 

Medicare Homecare Programs

 

In November 2020,2021, CMS released its final rule outlining fiscal year 2021 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2021 will increase in aggregate by 1.9%, or $390 million. The increase reflects the effects of the 2.0% home health payment update percentage and a 0.1% decrease due to reductions made by the rural add-on policy. The rule also updates the home health wage index, limiting any decrease in a geographic area’s wage index value to no more than 5% next year.

In June 2021, CMS released its proposed rule outlining fiscal year 2022 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2022 will increase in aggregate by 1.7%3.2%, or $310 million, based on proposed policies. Additionally, CMS proposed plans$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 expand the Home Health Value-Based Purchasing (HHVBP) model nationwide bychanges in the start ofrural add-on percentages for 2022. The CMS Innovation Center developed the HHVBP demonstration in an effort to create financial incentives for better quality of care.

29

 

Medicare Hospice

 

In July 2020,2021, CMS released its final rule outlining fiscal year 2021 Medicare payment rates. CMS issued a rate increase of 2.4%, or $540 million, effective October 1, 2020. The hospice cap amount for the 2021 cap year is equal to the FY 2020 cap amount updated by the FY 2021 hospice payment update percentage of 2.4 percent, or $30,683.93.

In Apil 2021, CMS released its proposed rule outlining fiscal year 2022 Medicare payment rates. CMS issued a proposed rule to updaterate 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 ratesupdates 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 fiscal year 2022 with a 2.3%, or $530 million, net increase to payments as compared to FY 2021. This includes a 2.5% market basket update and a 0.2 percentage point cut for productivity.FY2022 is $31,298.

 

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 our behavioral health hospital; 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 June 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

 $218,860  $18,116  $-  $236,976  $224,842  $31,495  $-  $256,337 

Other revenues

 97  -  10,959  11,056  114  -  11,912  12,026 

Government stimulus income

  15,126   -   -   15,126   10,620   -   -   10,620 

Net operating revenues and grant income

 234,083  18,116  10,959  263,158  235,576  31,495  11,912  278,983 
  

Costs and expenses:

  

Salaries, wages, and benefits

 128,573  10,482  17,749  156,804  142,185  19,401  9,108  170,694 

Other operating

 65,129  3,991  2,923  72,043  64,383  7,095  2,607  74,085 

Rent

 8,278  454  1,438  10,170  8,347  592  1,126  10,065 

Depreciation and amortization

 9,227  94  810  10,131  8,838  113  806  9,757 

Interest

  215   -   -   215   165   -   -   165 

Total costs and expenses

  211,422   15,021   22,920   249,363   223,918   27,201   13,647   264,766 
  

Income (loss) from operations

 22,661  3,095  (11,961

)

 13,795  11,658  4,294  (1,735

)

 14,217 

Non-operating income

 -  -  5,586  5,586  -  -  3,199  3,199 

Gain on acquisition of equity method investment

 -  -  95,202  95,202 

Unrealized losses on marketable equity securities

  -   -   (6,489

)

  (6,489

)

Unrealized gains on marketable equity securities

  -   -   3,126   3,126 
  

Income before income taxes

 $22,661  $3,095  $82,338  $108,094  $11,658  $4,294  $4,590  $20,542 

 

3028

 

 

Three Months Ended June 30, 2020

  

Three Months Ended March 31, 2021

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

  

All Other

  

Total

 

Revenues and grant income:

 

Revenues:

 

Net patient revenues

 $214,387  $11,284  $-  $225,671  $203,242  $13,613  $-  $216,855 

Other revenues

 127  -  11,196  11,323  98  -  11,271  11,369 

Government stimulus income

  22,622   2,026   -   24,648   22,749   -   -   22,749 

Net operating revenues and grant income

 237,136  13,310  11,196  261,642  226,089  13,613  11,271  250,973 
  

Costs and expenses:

  

Salaries, wages, and benefits

 136,380  7,963  12,571  156,914  131,811  9,435  7,913  149,159 

Other operating

 63,999  4,342  2,520  70,861  61,808  1,915  2,401  66,124 

Rent

 8,380  446  1,494  10,320  8,194  431  1,438  10,063 

Depreciation and amortization

 9,626  106  813  10,545  9,263  87  811  10,161 

Interest

  366   -   87   453   244   -   -   244 

Total costs and expenses

  218,751   12,857   17,485   249,093   211,320   11,868   12,563   235,751 
  

Income (loss) from operations

 18,385  453  (6,289

)

 12,549 

Income/(loss) from operations

 14,769  1,745  (1,292

)

 15,222 

Non-operating income

 -  -  5,954  5,954  -  -  6,260  6,260 

Unrealized gains on marketable equity securities

 ��-   -   20,053   20,053   -   -   7,059   7,059 
  

Income before income taxes

 $18,385  $453  $19,718  $38,556  $14,769  $1,745  $12,027  $28,541 

 

  

Six Months Ended June 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $422,103  $31,728  $-  $453,831 

Other revenues

  195   -   22,230   22,425 

Government stimulus income

  37,875   -   -   37,875 

Net operating revenues and grant income

  460,173   31,728   22,230   514,131 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  257,383   18,890   25,661   301,934 

Other operating

  129,938   6,934   5,324   142,196 

Rent

  16,472   884   2,877   20,233 

Depreciation and amortization

  18,490   181   1,621   20,292 

Interest

  459   -   -   459 

Total costs and expenses

  422,742   26,889   35,483   485,114 
                 

Income (loss) from operations

  37,431   4,839   (13,253

)

  29,017 

Non-operating income

  -   -   11,846   11,846 

Gain on acquisition of equity method investment

  -   -   95,202   95,202 

Unrealized gains on marketable equity securities

  -   -   570   570 
                 

Income before income taxes

 $37,431  $4,839  $94,365  $136,635 

31

  

Six Months Ended June 30, 2020

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $445,374  $24,392  $-  $469,766 

Other revenues

  561   -   22,791   23,352 

Government stimulus income

  22,622   2,026   -   24,648 

Net operating revenues and grant income

  468,557   26,418   22,791   517,766 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  271,595   16,279   16,509   304,383 

Other operating

  129,104   8,161   5,264   142,529 

Rent

  16,757   903   2,992   20,652 

Depreciation and amortization

  19,197   160   1,626   20,983 

Interest

  748   -   117   865 

Total costs and expenses

  437,401   25,503   26,508   489,412 
                 

Income (loss) from operations

  31,156   915   (3,717

)

  28,354 

Non-operating income

  -   -   12,392   12,392 

Gain on acquisition of equity method investment

  -   -   1,708   1,708 

Unrealized losses on marketable equity securities

  -   -   (40,339

)

  (40,339

)

                 

Income (loss) before income taxes

 $31,156  $915  $(29,956

)

 $2,115 

 

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 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 more accurately accessassess the Company’s operations.operations more accurately.

 

The operating results for the newly constructed healthcare facilities not at full capacity for the three and six months ended June 30,March 31, 2022 include facilities that began operations from 2020 to 2022, which is two behavioral health hospitals that will be licensed and operating during the second quarter of 2022. For the three months ended March 31, 2021, includeincluded are facilities that began operations from 2019 to 2021. For the three and six months ended June 30, 2020, included are facilities that began operations from 2018 to 2020. For all of the 2021, and 2020 periods presented, therewhich is one memory care facility that is included in the reconciliation.

In June 2021, the gain on the acquisition of an equity method investment is from the acquisition of Caris HealthCare, L.P. See Note 4 for additional detail describing the Caris acquisition. In February 2020, the gain on the acquisition of an equity method investment is from the acquisition of a skilled nursing facility in Knoxville, Tennessee where we owned a prior 25% non-controlling ownership interest before acquiring the remaining 75% ownership interest.facility.

 

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

 

 

Three Months Ended

June 30

  

Six Months Ended

June 30

  

Three Months Ended

March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 
  

Net income attributable to National Healthcare Corporation

 $104,883  $28,324  $126,150  $1,472  $15,318  $21,267 

Non-GAAP adjustments

 

Unrealized (gains)/losses on marketable equity securities

 6,489  (20,053

)

 (570

)

 40,339 

Gains on acquisitions of equity method investments

 (95,202

)

 -  (95,202

)

 (1,708

)

Non-GAAP adjustments:

 

Unrealized gains on marketable equity securities

 (3,126

)

 (7,059

)

Operating results for newly opened facilities not at full capacity

 120  112  365  314  743  245 

Share-based compensation expense

 683  823  1,179  1,289  712  496 

Provision/(benefit) of income taxes on non-GAAP adjustments

  (1,896

)

  4,971   (253

)

  (10,461

)

Provision of income taxes on non-GAAP adjustments

  434   1,643 

Non-GAAP Net income

 $15,077  $14,177  $31,669  $31,245  $14,081  $16,592 
  
  

GAAP diluted earnings per share

 $6.80  $1.84  $8.19  $0.10  $0.99  $1.38 

Non-GAAP adjustments

 

Unrealized (gains)/losses on marketable equity securities

 0.31  (0.97

)

 (0.03

)

 1.94 

Gains on acquisitions of equity method investments

 (6.17

)

 -  (6.18

)

 (0.08

)

Non-GAAP adjustments:

 

Unrealized gains on marketable equity securities

 (0.15

)

 (0.33

)

Operating results for newly opened facilities not at full capacity

 0.01  0.01  0.02  0.02  0.04  0.01 

Share-based compensation expense

  0.03   0.04   0.06   0.05   0.03   0.02 

Non-GAAP diluted earnings per share

 $0.98  $0.92  $2.06  $2.03  $0.91  $1.08 

 

32
29

 

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 months ended March 31, 2022 and six months ended June 30, 2021 and 2020.2021.

 

Percentage of Net Operating Revenues and Grant Income

 

 

Three Months Ended
June 30

  

Six Months Ended

June 30

  

Three Months Ended
March 31

 
 

2021

  

2020

  

2021

  

2020

  

2022

  

2021

 

Net operating revenues and grant income

 100.0

%

 100.0

%

 100

%

 100

%

 100.0% 100.0

%

Costs and expenses:

  

Salaries, wages, and benefits

 59.6  60.0  58.7  58.8  61.2  59.4 

Other operating

 27.4  27.1  27.7  27.5  26.6  26.3 

Facility rent

 3.9  3.9  4.0  4.0  3.5  4.0 

Depreciation and amortization

 3.8  4.0  3.9  4.0  3.5  4.1 

Interest

  0.1   0.2   0.1   0.2   0.1   0.1 

Total costs and expenses

  94.8   95.2   94.4   94.5   94.9   93.9 

Income from operations

 5.2  4.8  5.6  5.5  5.1  6.1 

Non–operating income

 2.2  2.2  2.4  2.3  1.2  2.5 

Gains on acquisitions of equity method investments

 36.2  -  18.5  0.4 

Unrealized gains/(losses) on marketable equity securities

  (2.5

)

  7.7   0.1   (7.8

)

Unrealized gains on marketable equity securities

  1.1   2.8 

Income before income taxes

 41.1  14.7  26.6  0.4  7.4  11.4 

Income tax provision

  (1.1

)

  (3.8

)

  (2.0

)

  (0.1

)

  (1.9

)

  (2.9

)

Net income

 40.0  10.9  24.6  0.3  5.5  8.5 

Net income attributable to noncontrolling interest

  (0.1

)

  (0.1

)

  (0.1

)

  0.0   0.0   0.0 

Net income attributable to stockholders of NHC

  39.9   10.8   24.5   0.3   5.5%  8.5

%

 

Three Months Ended June 30, 2021March 31, 2022 Compared to Three Months Ended June 30, 2020March 31, 2021

 

Results for the quarter ended June 30, 2021March 31, 2022 compared to the secondfirst quarter of 20202021 include a 0.6%an 11.2% increase in net operating revenues and grant income and a 9.9% increase6.6% decrease in income from operations. For the quarter ended June 30, 2021,March 31, 2022, GAAP net income attributable to NHC was $104,883,000$15,318,000 compared to $28,324,000net income of $21,267,000 for the same period in 2020.2021.

 

The large increase in our reported GAAP net income for the second quarter of 2021 is primarily due to the gain recorded from the acquisition of Caris, a hospice provider. Excluding the gain on the Caris acquisition, as well as the unrealized lossesgains in our marketable equity securities portfolio and the other non-GAAP adjustments, non-GAAPadjusted net income for the three monthsquarter ended June 30,March 31, 2022 was $14,081,000 compared to $16,592,000 for the same period in 2021.  The decrease in adjusted net income for the first quarter of 2022 compared to the first quarter of 2021 was $15,077,000 comparedprimarily due to $14,177,000 forless government stimulus income recorded during the secondcurrent quarter, of 2020, which is an increase of 6.4%.as well as higher inflationary pressures on labor costs.  

 

Net operating revenues and grant income

 

Net patient revenues increased $11,305,000,$39,482,000, or 5.0%18.2%, compared to the same period last year.

 

The total census at owned and leased skilled nursing facilities for the quarter averaged 81.1%82.7%, compared to an average of 84.3%76.8% for the same quarter a year ago. With the COVID-19 cases significantly declining during the first and second quarters of 2021, the census in our skilled nursing facilities began to increase.  The census in our skilled nursing facilities for the second quarter of 2021 increased approximately 4% from April 1, 2021 through June 30, 2021.

Overall, the composite skilled nursing facility per diem increased 7.8%2.9% compared to the same quarter a year ago. Our Medicare per diem rates increased 2.0%1.2% and managed care per diem rates increased 4.2%6.9% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 8.2%4.8% and 3.7%9.2%, respectively, compared to the same quarter a year ago. The Medicaid per diem rate increased significantly due to the supplemental COVID-19 payments that we received from various states to help mitigate the incremental costs in fighting the pandemic. For the three months ending June 30,ended March 31, 2022 and 2021, respectively, $5,538,000 and 2020, respectively, $7,094,000 and $3,858,000$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 of $3,712,000$17,785,000 for the three months ended June 30, 2021March 31, 2022 compared to the secondfirst quarter of 2020. Our homecare operations had an increase in net patient revenues of approximately $3,121,000 for the three months ended June 30, 2021 compared to the second quarter of 2020. In November 2020, the Company sold a skilled nursing facility located in Town & Country, Missouri. For the three months ended June 30, 2021, the sale of this facility decreased net patient revenue by $2,171,000 compared to the second quarter of 2020.2021.

33

 

Other revenues decreased $267,000,increased $657,000, or 2.4%5.8%, compared to the same quarter last year, as further detailed in Note 65 to our interim condensed consolidated financial statements.

 

During the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively, we recorded $15,126,000$10,620,000 and $24,648,000$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.  

 

30

Total costs and expenses

 

Total costs and expenses for the three months ended June 30, 2021March 31, 2022 compared to the same period of 20202021 increased $270,000,$29,015,000, or 0.1%,12.3% to $249,363,000$264,766,000 from $249,093,000.$235,751,000.

 

Salaries, wages, and benefits decreased $110,000,increased $21,535,000, or 0.1%14.4%, to $156,804,000$170,694,000 from $156,914,000.$149,159,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 59.6%61.2% compared to 60.0%59.4% for the three months ended June 30,March 31, 2022 and 2021, respectively. Our Caris acquisition increased salaries, wages, and 2020, respectively. Withbenefits $10,224,000 in the COVID-19 cases significantly declining during the secondfirst quarter of 2021, the COVID-related incentive pay (or combat pay) was significantly reduced in the second quarter of 20212022 compared to the same quarter a year ago. But, weWe continue to face tremendous workforce and labor shortages within all of our operations, which increases wage pressure and inflation in regard to retainretaining and attract newattracting qualified healthcare partners (employees). Therefore,With the wage pressure and inflation increases offset any reductionworkforce environment being so challenging, the largest expense increase from a labor standpoint is in salaries and wages fromour agency nurse staffing.  Our agency nurse staffing expense increased $12,435,000 for the decreasing of the COVID-related incentive pay. Our Caris acquisition increased salaries, wages, and benefits $1,905,000 in the secondfirst quarter of 20212022 compared to the same quarter a year ago.

 

Other operating expenses increased $1,182,000,$7,961,000, or 1.7%12.0%, to $72,043,000$74,085,000 for the 2022 period compared to $66,124,000 for the 2021 period compared to $70,861,000 for the 2020 period. Other operating expenses as a percentage of net operating revenues and grant income was 27.4%26.6% and 27.1%26.3% for the three months ended June 30,March 31, 2022 and 2021, and 2020, respectively. Our Caris acquisition increased other operating expenses $771,000$5,104,000 in the secondfirst quarter of 20212022 compared to the same quarter 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 $368,000$3,061,000 compared to the same period last year, as further detailed in Note 76 to our interim condensed consolidated financial statements.

Gain on acquisition of equity method investments

In June 2021, a gain of $95,202,000 was recorded on the acquisition of the remaining ownership interest of Caris. We previously held a noncontrolling interest in the partnership. See Note 4 for additional detail describing the Caris acquisition.

 

Income taxes

 

The income tax provision for the three months ended June 30, 2021March 31, 2022 is $2,764,000$5,193,000 (an effective income tax rate of 2.6%25.3%). The $95.2 million gain from the Caris acquisition is a non-taxable event and is the primary driver of our effective tax rate being lower than expected. Excluding certain items, we expect our corporate (federal and state) income tax rate for 20212022 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.

 

Six Months Ended June 30, 2021 Compared to Six Months Ended June 30, 2020

Results for the six months ended June 30, 2021 compared to the first six months of 2020 include a 0.7% decrease in net operating revenues and grant income and a 2.3% increase in income from operations. For the six months ended June 30, 2021, GAAP net income attributable to NHC was $126,150,000 compared to $1,472,000 for the same period in 2020.

The large increase in our reported GAAP net income for the 2021 six-month period compared to the same period in 2020 is primarily due to the gain recorded from the acquisition of Caris, a hospice provider. Excluding the gain on the Caris acquisition, as well as the unrealized gains and losses in our marketable equity securities portfolio and the other non-GAAP adjustments, non-GAAP net income for the six months ended June 30, 2021 was $31,669,000 compared to $31,245,000 for the first six months of 2020, which is an increase of 1.4%.

34

Net operating revenues and grant income

Net patient revenues decreased $15,935,000, or 3.4%, compared to the same period last year. 

The total census at owned and leased skilled nursing facilities for the six months averaged 78.9%, compared to an average of 87.9% for the same period a year ago. With the COVID-19 cases significantly declining during the first and second quarters of 2021, the census in our skilled nursing facilities began to increase. The census in our skilled nursing facilities has risen every month in the first and second quarters of 2021 and increased approximately 7.5% from January 1, 2021 through June 30, 2021. 

Overall, the composite skilled nursing facility per diem at our owned and leased skilled nursing facilities increased 7.4% compared to the same period a year ago. Our Medicare per diem rates increased 4.2% and managed care per diem rates increased 3.7% compared to the same period a year ago. Medicaid and private pay per diem rates increased 8.4% and 1.1%, respectively, compared to the same period a year ago. The Medicaid per diem rate increased significantly due to the supplemental COVID-19 payments that we received from various states to help mitigate the incremental costs in fighting the pandemic. For the six months ending June 30, 2021 and 2020, respectively, $11,049,000 and $5,532,000 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 $3,712,000 for the six months ended June 30, 2021 compared to the same period a year ago. Our homecare operations had an increase in net patient revenues of approximately $3,625,000 for the six months ended June 30, 2021, compared to the same period a year ago. In November 2020, the Company sold a skilled nursing facility located in Town & Country, Missouri. For the six months ended June 30, 2021, the sale of this facility decreased net patient revenue by $4,404,000 compared to the same period a year ago.

Other revenues decreased $927,000, or 4.0%, compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.

During the six months ended June 30, 2021 and 2020, respectively, we recorded $37,875,000 and $24,648,000 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 six months ended June 30, 2021 compared to the same period of 2020 decreased $4,298,000, or 0.9%, to $485,114,000 from $489,412,000.

Salaries, wages, and benefits decreased $2,449,000, or 0.8%, to $301,934,000 from $304,383,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 58.7% compared to 58.8% for the six months ended June 30, 2021 and 2020, respectively. With the COVID-19 cases significantly declining during the first and second quarter of 2021, the COVID-related incentive pay (or combat pay) was significantly reduced for the 2021 six-month period compared to the same period a year ago. But, we continue to face tremendous wage pressure and inflation to retain and attract new partners (employees). Therefore, the wage pressure and inflation increases offset most of the reduction in salaries and wages from the decreasing of the COVID-related incentive pay. Our Caris acquisition in June 2021 increased salaries, wages, and benefits $1,905,000 in the second quarter of 2021 compared to the six-month period a year ago.

Other operating expenses decreased $333,000, or 0.2%, to $142,196,000 for the 2021 period compared to $142,529,000 for the 2020 period. Other operating expenses as a percentage of net operating revenues and grant income was 27.7% and 27.5% for the six months ended June 30, 2021 and 2020, respectively. Our Caris acquisition increased other operating expenses $771,000 in the six month period of 2021 compared to the same period a year ago.

Other income

Non–operating income decreased by $546,000 compared to the same period last year, as further detailed in Note 7 to our interim condensed consolidated financial statements.

Gain on acquisition of equity method investments

In June 2021, a gain of $95,202,000 was recorded on the acquisition of the remaining ownership interest of Caris. We previously held a noncontrolling interest in the partnership. See Note 4 for additional detail describing the Caris acquisition.

35

In February 2020, a gain of $1,708,000 was recorded on the acquisition of the remaining ownership interest of a 166-bed skilled nursing facility in Knoxville, Tennessee. We previously held a noncontrolling interest in the facility. Upon acquiring the remaining ownership interest, we valued the business and our previously held equity position based upon the facility’s fair value.

Income taxes

The income tax provision for the six months ended June 30, 2021 is $9,997,000 (an effective income tax rate of 7.3%). The $95.2 million gain from the Caris acquisition is a non-taxable event and is the primary driver of our effective tax rate being lower than expected. Excluding certain items, we expect our corporate (federal and state) income tax rate for 2021 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.

 

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):

 

 

Six Months Ended

June 31

  

Six Month Change

  

Three Months Ended

March 31

  

Three Month Change

 
 

2021

  

2020

  $  

%

  

2022

  

2021

      

%

 

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

 $158,502  $61,010  $97,492  159.8  $119,743  $158,502  $(38,759

)

 (24.5

)

  

Cash provided by operating activities

 40,122  154,727  (114,605

)

 (74.1

)

Cash (used in)/provided by operating activities

 (27,457

)

 12,589  (40,046

)

 (318.1

)

  

Cash used in investing activities

 (31,995

)

 (18,567

)

 (13,428

)

 (72.3

)

 (5,920

)

 (5,852

)

 (68

)

 (1.2

)

  

Cash used in financing activities

  (16,042

)

  (26,391

)

  10,349   39.2   (10,450

)

  (9,148

)

  (1,302

)

  (14.2

)

  

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

 $150,587  $170,779  $(20,192

)

  (11.8

)

 $75,916  $156,091  $(80,175

)

  (51.4

)

31

 

Operating Activities

 

Net cash used in operating activities for the three months ended March 31, 2022 was $27,457,000 as compared to cash provided by operating activities for the six months ended June 30, 2021 was $40,122,000 as compared to $154,727,000of $12,589,000 in the same period last year. Cash provided byused in operating activities consisted of net income of $126,638,000$15,349,000 and adjustments for non–cash items of $79,959,000.$9,444,000. There was cash used for working capital needs in the amount of $12,871,000$52,250,000 for sixthe three months ended June 30, 2021March 31, 2022 compared to cash provided by working capital needs in the amount $102,187,000$16,899,000 for the same period a year ago. We also received cash distributions from our unconsolidated investments of $6,314,000 during the six months ended June 30, 2021, compared to $6,901,000 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 gainslosses on our marketable equity securities, deferred taxes, and stock compensation, and gains on the acquisitions of equity method investments.compensation.

 

Investing Activities

 

Net cash used in investing activities totaled $31,995,000$5,920,000 for the sixthree months ended June 30, 2021March 31, 2022, compared to $18,567,000$5,852,000 for the sixthree months ended June 30, 2020.March 31, 2021. Cash used for property and equipment additions was $13,143,000$8,962,000 and $12,517,000$4,327,000 for the sixthree months ended June 30,March 31, 2022, and 2021, and 2020, respectively. The acquisitiontwo behavioral health hospitals that are opening during the second quarter of Caris resulted in cash used2022 were $4,430,000 of $28,713,000the property additions for the six months ended June 30, 2021. The Company collected notes receivablefirst quarter of $8,405,000 and $1,139,000 for2022. Proceeds from the six months ended June 30, 2021 and 2020, respectively. Salessale of marketable securities, net of purchases, resulted in positive cash flowprovided by investing activity of $1,456,000$2,818,000 for the sixthree months ended June 30, 2021 compared to $69,000 forMarch 31, 2022.  For the sixthree months ended June 30, 2020.

36

marketable securities, net of purchases, resulting in cash used in investing activities of $1,780,000.

 

Financing Activities 

 

Net cash used in financing activities totaled $16,042,000$10,450,000 for the sixthree months ended June 30, 2021March 31, 2022 compared to net cash used in financing activities of $26,391,000$9,148,000 for the sixthree months ended June 30, 2020.March 31, 2021. We made principal payments under our finance lease obligations in the amount of $2,178,000$1,147,000 and $2,052,000$1,081,000 for the sixthree months ended June 30,March 31, 2022 and 2021, and 2020, respectively. Cash used for dividend payments to common stockholders totaled $15,990,000$8,493,000 in the current year period compared to $15,948,000$7,988,000 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 $134,692,000$56,993,000 and our marketable equity and debt securities of $162,317,000$149,035,000 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 $134,692,000$56,993,000 and our marketable equity and debt securities of $162,317,000.$149,035,000. We also have substantial value in our unencumbered real estate assets which could potentially be used as collateral in future borrowing opportunities. At June 30, 2021,March 31, 2022, 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.

 

32

 

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, notes receivable, and long–term debt. 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 June 30, 2021,March 31, 2022, we have available for sale marketable debt securities in the amount of $166,346,000.$162,788,000. 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.

37

 

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 June 30, 2021,March 31, 2022, the fair value of our marketable equity securities is approximately $153,840,000.$143,297,000. Of the $153.8$143.3 million equity securities portfolio, our investment in NHI comprises approximately $109.3$96.2 million, or 71.1%67.2%, 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 $15.4$14.3 million. At June 30, 2021,March 31, 2022, our equity securities had net unrealized gains of $98.9$88.5 million. Of the $98.9$88.5 million of unrealized gains, $84.6$71.5 million is related to our investment in NHI.

 

 

Item 4.

Controls and Procedures.

 

As of June 30, 2021,March 31, 2022, 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 June 30, 2021.March 31, 2022.

 

 

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 17 of this Form 10–Q.

 

Item 1A.

Risk Factors.

 

During the sixthree months ended June 30, 2021,March 31, 2022, 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, 2020.2021.

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable

 

33

 

Item 3.

Defaults Upon Senior Securities.

 

None

 

38

 

Item 4.

Mine Safety Disclosures.

 

Not applicable

 

 

Item 5.

Other Information.

 

NoneOn May 3, 2022, we signed operations transfer agreements ("OTAs") for the seven skilled nursing facilities located in Massachusetts and New Hampshire.  After a period of up to 90 days after the signing of the OTAs, the operations of the seven facilities are expected to be transferred to a third-party skilled nursing operator.  We expect to transfer the operations during the third quarter of 2022.  

The seven skilled nursing facilities had net patient revenues of $17,801,000 and $15,377,000 for the three months ended March 31, 2022 and 2021, respectively.  The seven skilled nursing facilities had losses before income taxes of $635,000 and $2,769,000 for the three months ended March 31, 2022 and 2021, respectively.  For the year ended December 31, 2021, the seven skilled nursing facilities had net patient revenues of $67,161,000 and losses before income taxes of $3,741,000.

In conjunction with the OTAs, we have signed an acknowledgement agreement with NHI that will terminate our lease agreement with the seven skilled nursing facilities and amend our master lease agreement.  The lease termination agreement and amendment to the master lease are subject to the operations being transferred.  

 

 

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.)

   

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
34

 

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: AugustMay 5, 20212022

/s/ Stephen F. Flatt                   

 
 

Stephen F. Flatt

 
 

Chief Executive Officer

 
   
   

Date: AugustMay 5, 20212022

/s/ Brian F. Kidd                     

 
 

Brian F. Kidd

 
 

Senior Vice President and Controller

 
 

(Principal Accounting Officer)

 

 

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