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 March 31,September 30, 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.jpgnhc20220930_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 ☒

 

15,471,43115,344,103 shares of common stock of the registrant were outstanding as of MayNovember 1, 2022.

 



 

1

 

TABLE OF CONTENTS

 

 

PART I. FINANCIAL INFORMATION

 

Page

Item 1.

Financial Statements

3

   

Item 2.

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

24

25
   

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

33

37
   

Item 4.

Controls and Procedures

33

37
 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

3338

   

Item 1A

Risk Factors

33

38
   

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

33

38
   

Item 3.

Defaults Upon Senior Securities

34

38
   

Item 4.

Mine Safety Disclosures

3438
   

Item 5.

Other Information

34

38
   

Item 6.

Exhibits

34

39

 

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

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 
  

Revenues:

 

Revenues and grant income:

 

Net patient revenues

 $256,337  $216,855  $260,247  $254,817  $776,661  $708,648 

Other revenues

 12,026  11,369  10,596  11,491  33,584  33,916 

Government stimulus income

  10,620   22,749   -   10,429   10,940   48,304 

Net operating revenues and grant income

 278,983  250,973  270,843  276,737  821,185  790,868 
  

Cost and expenses:

  

Salaries, wages, and benefits

 170,694  149,159  173,198  170,235  518,828  483,263 

Other operating

 74,085  66,124  72,883  73,109  218,279  204,211 

Facility rent

 10,065  10,063  10,294  10,204  30,770  30,437 

Depreciation and amortization

 9,757  10,161  10,253  10,229  30,011  30,521 

Interest

  165   244   137   198   451   657 

Total costs and expenses

  264,766   235,751   266,765   263,975   798,339   749,089 
  

Income from operations

 14,217  15,222  4,078  12,762  22,846  41,779 
  

Other income:

  

Non–operating income

 3,199  6,260  2,731  3,399  8,451  15,245 

Unrealized gains on marketable equity securities

  3,126   7,059 

Gain on acquisition of equity method investment

 -  -  -  95,202 

Unrealized losses on marketable equity securities

  (11,056

)

  (23,797

)

  (11,479

)

  (23,227

)

  

Income before income taxes

 20,542  28,541 

Income tax provision

  (5,193

)

  (7,233

)

Net income

 15,349  21,308 

Net income attributable to noncontrolling interest

  (31

)

  (41

)

Income/(loss) before income taxes

 (4,247

)

 (7,636

)

 19,818  128,999 

Income tax (provision)/benefit

  1,140   4,090   (5,415

)

  (5,907

)

Net income/(loss)

 (3,107

)

 (3,546

)

 14,403  123,092 

Net (income)/loss attributable to noncontrolling interest

  678   198   1,689   (290

)

  

Net income attributable to National HealthCare Corporation

 $15,318  $21,267 

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 
  

Earnings per share attributable to National HealthCare Corporation stockholders:

 

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

 

Basic

 $0.99  $1.39  $(0.16

)

 $(0.22

)

 $1.04  $8.00 

Diluted

 $0.99  $1.38  $(0.16

)

 $(0.22

)

 $1.04  $7.97 
  

Weighted average common shares outstanding:

Weighted average common shares outstanding:

   

Weighted average common shares outstanding:

       

Basic

 15,416,836  15,327,520  15,445,569  15,364,043  15,438,375  15,347,042 

Diluted

 15,463,855  15,390,076  15,445,569  15,364,043  15,477,103  15,414,683 
  

Dividends declared per common share

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

 

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

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 
  

Net income

 $15,349  $21,308 

Net income/(loss)

 $(3,107

)

 $(3,546

)

 $14,403  $123,092 
  

Other comprehensive loss:

  

Unrealized losses on investments in marketable debt securities

 (6,327

)

 (2,440

)

 (3,979

)

 (658

)

 (13,985

)

 (2,691

)

Reclassification adjustment for realized gains on sales of marketable debt securities

 (107

)

 0  -  (2

)

 (122

)

 (214

)

Income tax benefit related to items of other comprehensive income

  1,374   518   539   138   2,079   614 

Other comprehensive loss, net of tax

 (5,060

)

 (1,922

)

 (3,440

)

 (522

)

 (12,028

)

 (2,291

)

  

Net income attributable to noncontrolling interest

  (31

)

  (41

)

Net (income)/loss attributable to noncontrolling interest

  678   198   1,689   (290

)

  

Comprehensive income attributable to National HealthCare Corporation

 $10,258  $19,345 

Comprehensive income/(loss) attributable to National HealthCare Corporation

 $(5,869

)

 $(3,870

)

 $4,064  $120,511 

 

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)

 

 

March 31, 2022

  

December 31,

2021

  

September 30,

2022

  

December 31,

2021

 
 

unaudited

     

unaudited

    

Assets

        

Current Assets:

  

Cash and cash equivalents

 $56,993  $107,607  $44,515  $107,607 

Restricted cash and cash equivalents, current portion

 17,187  10,407  25,838  10,407 

Marketable equity securities

 118,048  113,108  107,655  113,108 

Marketable debt securities

 30,987  35,310  24,559  35,310 

Restricted marketable equity securities

 25,249  26,958  20,341  26,958 

Restricted marketable debt securities, current portion

 13,703  20,727  5,014  20,727 

Accounts receivable

 101,748  96,124  99,003  96,124 

Inventories

 8,586  8,582  7,298  8,582 

Prepaid expenses and other assets

  11,519   7,815   10,306   7,815 

Total current assets

  384,020   426,638   344,529   426,638 
  

Property and Equipment:

  

Property and equipment, at cost

 1,073,293  1,064,337  1,076,116  1,064,337 

Accumulated depreciation and amortization

  (553,092

)

  (543,341

)

  (564,743

)

  (543,341

)

Net property and equipment

  520,201   520,996   511,373   520,996 
  

Other Assets:

  

Restricted cash and cash equivalents, less current portion

 1,736  1,729  1,847  1,729 

Restricted marketable debt securities, less current portion

 118,098  116,063  118,858  116,063 

Deposits and other assets

 4,956  4,499  13,039  4,499 

Operating lease right-of-use assets

 150,191  156,116  126,499  156,116 

Goodwill

 168,295  168,295  168,295  168,295 

Intangible assets

 7,038  7,038  7,038  7,038 

Notes receivable

 2,000  - 

Investments in unconsolidated companies

  2,476   2,022   2,081   2,022 

Total other assets

  452,790   455,762   439,657   455,762 

Total assets

 $1,357,011  $1,403,396  $1,295,559  $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)

 

 

March 31, 2022

  

December 31,

2021

  

September 30,

2022

  

December 31,

2021

 
 

unaudited

     

unaudited

    

Liabilities and Stockholders Equity

        

Current Liabilities:

  

Trade accounts payable

 $25,842  $22,488  $19,443  $22,488 

Finance lease obligations, current portion

 4,766  4,695  4,911  4,695 

Operating lease liabilities, current portion

 28,005  27,574  28,611  27,574 

Accrued payroll

 73,877  106,698  77,342  106,698 

Amounts due to third party payors

 17,319  17,595  15,496  17,595 

Accrued risk reserves, current portion

 30,890  31,134  30,852  31,134 

Other current liabilities

 21,760  20,059  24,073  20,059 

Provider relief funds

 516  9,443  516  9,443 

Contract liabilities

 5,003  15,022  138  15,022 

Dividends payable

  8,509   8,493   8,774   8,493 

Total current liabilities

  216,487   263,201   210,156   263,201 
  

Finance lease obligations, less current portion

 4,627  5,845  2,134  5,845 

Operating lease liabilities, less current portion

 122,186  128,542  97,888  128,542 

Accrued risk reserves, less current portion

 70,523  66,914  72,858  66,914 

Refundable entrance fees

 6,097  7,011  6,171  7,011 

Deferred income taxes

 8,078  6,852  9,750  6,852 

Other noncurrent liabilities

  17,957   16,571   15,274   16,571 

Total liabilities

  445,955   494,936   414,231   494,936 
  

Equity:

  

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

 154  154 

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

 153  154 

Capital in excess of par value

 232,733  232,167  228,522  232,167 

Retained earnings

 675,887  669,078  659,059  669,078 

Accumulated other comprehensive income (loss)

  (3,455

)

  1,605 

Accumulated other comprehensive income/(loss)

  (10,423

)

  1,605 

Total National HealthCare Corporation stockholders’ equity

 905,319  903,004  877,311  903,004 

Noncontrolling interest

  5,737   5,456   4,017   5,456 

Total equity

  911,056   908,460   881,328   908,460 

Total liabilities and equity

 $1,357,011  $1,403,396  $1,295,559  $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)  

 

 

Three Months Ended

March 31

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

 

Cash Flows From Operating Activities:

        

Net income

 $15,349  $21,308  $14,403  $123,092 

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

 

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

 

Depreciation and amortization

 9,757  10,161  30,011  30,521 

Equity in earnings of unconsolidated investments

 (454

)

 (2,911

)

 (498

)

 (5,320

)

Distributions from unconsolidated investments

 0  5,897  439  6,314 

Unrealized gains on marketable equity securities

 (3,126

)

 (7,059

)

Gains on sale of marketable securities

 (45

)

 0 

Unrealized losses on marketable equity securities

 11,479  23,227 

(Gains)/losses on sale of marketable securities

 756  (941

)

Gain on acquisition of equity method investment

 -  (95,202

)

Recovery of notes receivable (3,728) - 

Deferred income taxes

 2,600  1,596  4,977  (5,428

)

Stock–based compensation

 712  496  1,980  1,905 

Changes in operating assets and liabilities:

  

Accounts receivable

 (5,624

)

 (4,622

)

 (2,879

)

 1,195 

Inventories

 (4

)

 664  1,284  85 

Prepaid expenses and other assets

 (4,385

)

 (601

)

 (11,484

)

 (1,685

)

Trade accounts payable

 3,354  (4,999

)

 (3,045

)

 8,329 

Accrued payroll

 (32,821

)

 (21,777

)

 (29,356

)

 (3,480

)

Amounts due to third party payors

 (276

)

 (880

)

 (2,099

)

 100 

Accrued risk reserves

 3,365  1,945  5,662  4,287 

Provider relief funds

 (8,927

)

 7,442  (8,927

)

 (16,068

)

Contract liabilities

 (10,019

)

 0  (14,884

)

 (24,240

)

Other current liabilities

 1,701  4,331  4,014  2,110 

Other noncurrent liabilities

  1,386   1,598   (1,297

)

  (1,930

)

Net cash (used in)/provided by operating activities

 (27,457

)

 12,589 

Net cash provided by/(used in) operating activities

 (3,192) 46,871 

Cash Flows From Investing Activities:

        

Purchases of property and equipment

 (8,962

)

 (4,327

)

 (24,563

)

 (25,774

)

Acquisition of equity method investment, net of cash acquired

 -  (28,713

)

Investments in unconsolidated companies and notes receivable

 (2,000) (350

)

Proceeds from the sale of property and equipment

 4,175  - 

Collections of notes receivable

 224  255  4,181  8,620 

Purchases of marketable securities

 (14,128

)

 (7,866

)

 (28,717

)

 (95,749

)

Proceeds from sale of marketable securities

  16,946   6,086   38,114   89,129 

Net cash used in investing activities

 (5,920

)

 (5,852

)

 (8,810

)

 (52,837

)

Cash Flows From Financing Activities:

        

Principal payments under finance lease obligations

 (1,147

)

 (1,081

)

 (3,495

)

 (3,292

)

Dividends paid to common stockholders

 (8,493

)

 (7,988

)

 (25,830

)

 (24,010

)

Noncontrolling interest contributions

 250  0  250  - 

Issuance of common shares

 0  327  1,281  2,405 

Repurchase of common shares

 (146

)

 (278

)

 (6,907

)

 (278

)

Entrance fee refunds

  (914

)

  (128

)

  (840

)

  (594

)

Net cash used in financing activities

  (10,450

)

  (9,148

)

  (35,541

)

  (25,769

)

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

 (43,827

)

 (2,411

)

 (47,543

)

 (31,735

)

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

  119,743   158,502   119,743   158,502 

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

 $75,916  $156,091  $72,200  $126,767 
  

Balance Sheet Classifications:

  

Cash and cash equivalents

 $56,993  $134,107  $44,515  $112,462 

Restricted cash and cash equivalents

  18,923   21,984   27,685   14,305 

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

 $75,916  $156,091  $72,200  $126,767 

 

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

 

7

  

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Stockholders Equity

(in thousands, except share and per share amounts)

(unaudited)

 

For the nine months ended September 30, 2022:

 

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

  

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

 
 

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

  

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

 

Balance at January 1, 2021

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

Balance at January 1, 2022

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

Net income

   0  0  21,267  0  41  21,308        15,318    31  15,349 

Contributions attributable to noncontrolling interest

           250  250 

Other comprehensive loss

   0  0  0  (1,922

)

 0  (1,922

)

         (5,060

)

   (5,060

)

Stock–based compensation

   0  496  0  0  0  496      712        712 

Shares sold – options exercised

 24,331  1  326  0  0  0  327  21,463             

Repurchase of common shares

 (3,936

)

 0  (278

)

 0  0  0  (278

)

 (2,165

)

   (146

)

       (146

)

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 

Dividends declared to common stockholders ($0.55 per share)

           (8,509

)

        (8,509

)

Balance at March 31, 2022

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

)

 $5,737   911,056 

Net income/(loss)

       3,203    (1,042

)

 2,161 

Other comprehensive loss

         (3,528

)

   (3,528

)

Stock–based compensation

     629        629 

Shares sold – options exercised

 16,554    1,120        1,120 

Dividends declared to common stockholders ($0.57 per share)

           (8,828

)

        (8,828

)

Balance at June 30, 2022

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

)

  4,695   902,610 

Net loss

      (2,429

)

   (678

)

 (3,107

)

Other comprehensive loss

       (3,440

)

   (3,440

)

Stock–based compensation

     639      639 

Shares sold – options exercised

 2,600    161      161 

Repurchase of common shares

 (97,382

)

 (1

)

 (6,760

)

     (6,761

)

Dividends declared to common stockholders ($0.57 per share)

          (8,774

)

       (8,774

)

Balance at September 30, 2022

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

)

  4,017   881,328 

 

For the nine months ended September 30, 2021: 

 

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

  

Common Stock

 

Capital in

Excess of

 

Retained

 

Accumulated

Other

Comprehensive

 

Non-

controlling

 

Total

Stockholders’

 
 

Shares

  

Amount

  

Par Value

  

Earnings

  

Income (Loss)

  

Interest

  

Equity

  

Shares

  

Amount

  

Par Value

  

Earnings

  

Income

  

Interest

  

Equity

 

Balance at January 1, 2022

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

Balance at January 1, 2021

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

Net income

   0  0  15,318  0  31  15,349        21,267    41  21,308 

Equity contributed by noncontrolling interest

   0  0  0  0  250  250 

Other comprehensive loss

   0  0  0  (5,060

)

 0  (5,060

)

         (1,922

)

   (1,922

)

Stock–based compensation

   0  712  0  0  0  712      496        496 

Shares sold – options exercised

 21,463  0  0  0  0  0  0  24,331  1  326        327 

Repurchase of common shares

 (2,165

)

 0  (146

)

 0  0  0  (146

)

 (3,936

)

   (278

)

       (278

)

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 

Dividends declared to common stockholders ($0.52 per share)

           (8,003

)

        (8,003

)

Balance at March 31, 2021

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

Net income

       104,883    447  105,330 

Contributions attributable to noncontrolling interest

           2,840  2,840 

Other comprehensive income

         153    153 

Stock–based compensation

     683        683 

Shares sold – options exercised

 33,100    2,078        2,078 

Dividends declared to common stockholders ($0.52 per share)

           (8,020

)

        (8,020

)

Balance at June 30, 2021

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

Net loss

       (3,348

)

   (198

)

 (3,546

)

Other comprehensive loss

         (522

)

   (522

)

Stock–based compensation

     726        726 

Dividends declared to common stockholders ($0.52 per share)

           (8,020

)

        (8,020

)

Balance at September 30, 2021

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

 

TThehe 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

March 31,September 30, 2022

(unaudited) 

 

 

 

Note 1 Description of Business

 

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of March 31,September 30, 2022, we operate or manage, through certain affiliates, 7568 skilled nursing facilities with a total of 9,4568,726 licensed beds, 2423 assisted living facilities, 5five independent living facilities, 1three behavioral health hospital,hospitals, 35 homecare agencies, and 29 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 108 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, 2021 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2021 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, 2021 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 adjustmentsexplicit price concessions provided to third party payors. Contractual adjustmentsExplicit price concessions are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $2,536,000$1,685,000 and $919,000$6,026,000 for the three and ninemonths ended March 31, 2022September 30, 2022. For the threeand nine months ended September 30, 2021,bad debt expense was $1,452,000 and $3,473,000, respectively. As of March 31,September 30, 2022, and December 31, 2021, the Company has recorded allowance for doubtful accounts of $6,726,000$7,841,000 and $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 toWe 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 2two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and onebehavioral health hospital,hospitals, and (2) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.

 

Other Operating Expenses

 

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

General and Administrative Costs

 

With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation, which were $5,787,000$6,050,000 and $5,369,000$16,636,000 for the three and ninemonths ended March 31, 2022September 30, 2022. General and administrative costs were $5,361,000 and $15,615,000 for the threeand 2021,nine months ended September 30, 2021, respectively.

Long-Term Leases

 

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

 

10

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

 

10

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

Property and Equipment

 

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

 

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

Business Combinations

 

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

Goodwill and Other Intangible Assets

 

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

 

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

Accrued Risk Reserves  

 

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

 

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

 

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

11

 

Continuing Care Contracts

 

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

 

Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities section ofin our consolidated balance sheets. As of March 31, 2022, and December 31, 2021, we have recorded refundable entrance fees in the amount of $6,097,000 and $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 March 31,September 30, 2022, and December 31, 2021, we have recorded a future service obligation liability in the amount of $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 unconsolidated companies” in the interim condensed consolidated balance sheets.

Reclassifications

 

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

 

Note 3 Coronavirus Pandemic

 

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

 

12

 

The Provider Relief Fund grants come with terms and condition certifications in which all providers are required to submit documents to ensure the funds are used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $10,620,000$0 and $22,749,000$10,429,000 of government stimulus income from the Provider Relief Funds for the three months ended March 31,September 30, 2022 and 2021, respectively. The Company recorded $10,940,000 and $48,304,000 of government stimulus income from the Provider Relief Funds for the nine months ended September 30, 2022 and 2021, respectively. The grant income was determined on a 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”).

 

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. WeIn the second quarter of 2020, we received approximately $51,253,000 as part of this program. These funds are applied against claims for services provided to Medicare patients after approximately one year from the date we received the funds. During the first eleven months after repayment began, repayment occurs through an automatic recoupment of twenty-five percent of Medicare payments. During the succeeding nine months, repayment will occuroccurs 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 March 31,September 30, 2022 and December 31, 2021, $5,003,000138,000 and $15,022,000, respectively, of the accelerated payments remain and are reflected within contract liabilities in the interim condensed consolidated balance sheet.

 

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

 

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

 

We have also received supplemental Medicaid payments from many of the states in which we operate to help mitigate the incremental costs resulting from the COVID-19 public health emergency. We have recorded $5,538,000$4,773,000 and $3,955,000$5,053,000 in net patient revenues for these supplemental Medicaid payments for the three months ended March 31,September 30, 2022 and 2021, respectively. We have recorded $15,312,000 and $16,102,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2022 and 2021, respectively.

 

13

 

Note 4 Net Patient Revenues

 

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

 

Revenue by Service Type

 

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

 

 

Three Months Ended

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Net patient revenues:

  

Inpatient services

 $224,842  $203,242  $228,138  $222,884  $680,776  $644,986 

Homecare and hospice

  31,495   13,613   32,109   31,933   95,885   63,662 

Total net patient revenue

 $256,337  $216,855  $260,247  $254,817  $776,661  $708,648 

 

13

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

 

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

 

Revenue by Payor

 

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

 

 

Three Months Ended

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 

Source

 

2021

  

2020

  

2022

  

2021

  

2022

  

2021

 

Medicare

 37%  35%  37%

 

 36%

 

 37%

 

 35%

 

Managed Care

 10%  12%  9%

 

 10%

 

 10%

 

 12%

 

Medicaid

 28%  29%  29%

 

 30%

 

 28%

 

 29%

 

Private Pay and Other

  25%   24%   25%

 

  24%

 

  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.

 

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.

 

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 March 31,September 30, 2022 and December 31, 2021, the Company has recorded $5,003,000$138,000 and $15,022,000, respectively, in contract liabilities related to receipts from the Medicare Accelerated and Advance Payment Program.  Recoupment of the accelerated payments began in the second quarter of 2021.

 

14

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

 

Balance at December 31, 2021

 $15,022  $15,022 

Payments received

 0  - 

Payments recouped

  (10,019

)

  (14,884

)

Balance at March 31, 2022

 $5,003 

Balance at September 30, 2022

 $138 

 

Third Party Payors

 

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

 

Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded, and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $17,319,000$15,496,000 and $17,595,000 as of March 31,September 30, 2022 and December 31, 2021, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

 

 

 

Note 5 Other Revenues

 

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

 

 

Three Months Ended

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Rental income

 $5,982  $5,647  $5,830  $5,792  $17,642  $16,954 

Management and accounting services fees

 4,304  4,324  3,922  4,244  11,993  12,703 

Insurance services

 1,247  1,264  1,015  1,291  3,497  3,832 

Other

  493   134   (171

)

  164   452   427 

Total other revenues

 $12,026  $11,369  $10,596  $11,491  $33,584  $33,916 

 

15

Rental Income

 

The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease 4four Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases.

 

Management Fees from National Health Corporation

 

We manage 5five skilled nursing facilities owned by National Health Corporation (“National”). ForWe recognized management fees and interest on management fees from these facilities of $1,029,000 and $970,000 for the three months ended March 31,September 30, 2022 and 2021, werespectively. We recognized management fees and interest on management fees of $981,000$3,012,000 and $896,000, respectively,$2,806,000 from these facilities for these centers.the nine months ended September 30, 2022 and 2021, respectively.

 

15

Insurance Services

 

For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended March 31,September 30, 2022 and 2021 were $728,000$496,000 and $753,000,$780,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 were $1,939,000 and $2,298,000, respectively. Associated losses and expenses including those for self-insurance are reflectedincluded 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,September 30, 2022 and 2021 were $519,000 and $511,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2022 and 2021 were $1,558,000 and $1,534,000, respectively. Associated losses and expenses including those for self–insurance are included in the interim condensed consolidated statements of operations as "Other operating costs and expenses".

 

 

 

Note 6 NonOperating Income

 

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

 

 

Three Months Ended

March 31

  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Dividends and net realized gains and losses on sales of securities

 $1,324  $2,365  $4,381  $6,242 

Interest income

 1,373  1,020  3,572  3,683 

Equity in earnings of unconsolidated investments

 $454  $2,911   34   14   498   5,320 

Dividends and net realized gains on sales of securities

 1,753  1,962 

Interest income

  992   1,387 

Total non-operating income

 $3,199  $6,260  $2,731  $3,399  $8,451  $15,245 

 

Caris HealthCare, L.P.

 

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

 

16

 

Note 7 Business Segments

 

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

 

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

 

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

 

16

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

 

 

Three Months Ended March 31, 2022

  

Three Months Ended September 30, 2022

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

 

Revenues and grant income:

 

Net patient revenues

 $224,842  $31,495  $0  $256,337  $228,138  $32,109  $-  $260,247 

Other revenues

 114  0  11,912  12,026   (198

)

  -   10,794   10,596 

Government stimulus income

  10,620   0   0   10,620 

Net operating revenues and grant income

 235,576  31,495  11,912  278,983  227,940  32,109  10,794  270,843 
  

Costs and expenses:

  

Salaries, wages, and benefits

 142,185  19,401  9,108  170,694  144,047  19,581  9,570  173,198 

Other operating

 64,383  7,095  2,607  74,085  66,522  6,310  51  72,883 

Rent

 8,347  592  1,126  10,065  8,088  575  1,631  10,294 

Depreciation and amortization

 8,838  113  806  9,757  9,198  248  807  10,253 

Interest

  165   0   0   165   137   -   -   137 

Total costs and expenses

  223,918   27,201   13,647   264,766   227,992   26,714   12,059   266,765 
  

Income (loss) from operations

 11,658  4,294  (1,735

)

 14,217 

Income/(loss) from operations

 (52

)

 5,395  (1,265) 4,078 

Non-operating income

 0  0  3,199  3,199  -  -  2,731  2,731 

Unrealized gains on marketable equity securities

  0   0   3,126   3,126 

Unrealized losses on marketable equity securities

  -   -   (11,056

)

  (11,056

)

  

Income before income taxes

 $11,658  $4,294  $4,590  $20,542 

Income/(loss) before income taxes

 $(52

)

 $5,395  $(9,590

)

 $(4,247

)

 

 

 

Three Months Ended March 31, 2021

  

Three Months Ended September 30, 2021

 
 

Inpatient
Services

  

Homecare

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

  

Net patient revenues

 $203,242  $13,613  $0  $216,855  $222,884  $31,933  $-  $254,817 

Other revenues

 98  0  11,271  11,369  128  -  11,363  11,491 

Government stimulus income

  22,749   0   0   22,749   10,429   -   -   10,429 

Net operating revenues and grant income

 226,089  13,613  11,271  250,973  233,441  31,933  11,363  276,737 
  

Costs and expenses:

  

Salaries, wages, and benefits

 131,811  9,435  7,913  149,159  141,318  18,771  10,146  170,235 

Other operating

 61,808  1,915  2,401  66,124  64,755  5,618  2,736  73,109 

Rent

 8,194  431  1,438  10,063  7,998  594  1,612  10,204 

Depreciation and amortization

 9,263  87  811  10,161  9,300  118  811  10,229 

Interest

  244   0   0   244   198   -   -   198 

Total costs and expenses

  211,320   11,868   12,563   235,751   223,569   25,101   15,305   263,975 
  

Income/(loss) from operations

 14,769  1,745  (1,292

)

 15,222  9,872  6,832  (3,942

)

 12,762 

Non-operating income

 0  0  6,260  6,260  -  -  3,399  3,399 

Unrealized gains on marketable equity securities

  0   0   7,059   7,059 

Unrealized losses on marketable equity securities

  -   -   (23,797

)

  (23,797

)

  

Income before income taxes

 $14,769  $1,745  $12,027  $28,541 

Income/(loss) before income taxes

 $9,872  $6,832  $(24,340

)

 $(7,636

)

 

17

 
  

Nine Months Ended September 30, 2022

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $680,776  $95,885  $-  $776,661 

Other revenues

  15   -   33,569   33,584 

Government stimulus income

  10,940   -   -   10,940 

Net operating revenues and grant income

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

Costs and expenses:

                

Salaries, wages, and benefits

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

Other operating

  192,791   19,848   5,640   218,279 

Rent

  24,498   1,759   4,513   30,770 

Depreciation and amortization

  27,120   472   2,419   30,011 

Interest

  451   -   -   451 

Total costs and expenses

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

Income/(loss) from operations

  11,549   15,799   (4,502

)

  22,846 

Non-operating income

  -   -   8,451   8,451 

Unrealized losses on marketable equity securities

  -   -   (11,479

)

  (11,479

)

                 

Income/(loss) before income taxes

 $11,549  $15,799  $(7,530

)

 $19,818 

  

Nine Months Ended September 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $644,986  $63,662  $-  $708,648 

Other revenues

  324   -   33,592   33,916 

Government stimulus income

  48,304   -   -   48,304 

Net operating revenues and grant income

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

Costs and expenses:

                

Salaries, wages, and benefits

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

Other operating

  185,860   10,291   8,060   204,211 

Rent

  24,129   1,478   4,830   30,437 

Depreciation and amortization

  27,790   299   2,432   30,521 

Interest

  657   -   -   657 

Total costs and expenses

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

Income/(loss) from operations

  47,644   11,672   (17,537

)

  41,779 

Non-operating income

  -   -   15,245   15,245 

Gain on acquisition of equity method investment

  -   -   95,202   95,202 

Unrealized losses on marketable equity securities

  -   -   (23,227

)

  (23,227

)

                 

Income before income taxes

 $47,644  $11,672  $69,683  $128,999 

18

 

Note 8 Long-Term Leases

 

Operating Leases

 

At March 31,September 30, 2022, we leasedlease from NHI the real property of 3528 skilled nursing facilities, 7five assisted living centers and 3three independent living centers under 2 separateone lease agreements.agreement. As part of the firstlease agreement, we sublease 4four Florida skilled nursing facilities to a third-party operator. BaseThe lease includes base rent expense under both NHI lease agreements totals $34,200,000 annually withplus a percentage rent. The percentage rent thereafter escalating by 4%is based on a quarterly calculation of the increase in facility revenue overincreases and is payable on a base year.quarterly basis. Total facility rent expense to NHI was $9,252,000$9,478,000 and $9,411,000$9,026,000 for the three months ended March 31,September 30, 2022 and 2021, respectively. Total facility rent expense to NHI was $28,293,000 and $28,336,000 for the nine months ended September 30, 2022 and 2021, respectively.

 

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

Finance Leases

 

At March 31,September 30, 2022, we leased and operated 3three senior healthcare facilities in the state of Missouri under 3three 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 2two 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 March 31,September 30, 2022 (in thousands):

 

 

Finance

Leases

  

Operating

Leases

  

Finance

Leases

  

Operating

Leases

 

2023

 $5,200  $36,046  $5,200  $35,950 

2024

 4,767  35,489  2,167  34,353 

2025

 0  35,033  -  33,278 

2026

 0  34,756  -  32,613 

2027

 0  26,704  -  8,148 

Thereafter

  0   4,888   -   - 

Total minimum lease payments

  9,967   172,916  7,367  144,342 

Less: amounts representing interest

  (574

)

  (22,725

)

  (322

)

  (17,843

)

Present value of future minimum lease payments

 9,393  150,191  7,045  126,499 

Less: current portion

  (4,766

)

  (28,005

)

  (4,911

)

  (28,611

)

Noncurrent lease liabilities

 $4,627  $122,186  $2,134  $97,888 

 

19

 

 

Note 9 Earnings per Share

 

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

 

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

 

 

Three Months Ended

March 31

  

Three Months Ended
September 30

  

Nine Months Ended
September 30

 
 

2022

  

2021

  

2022

  

2021

  

2022

  

2021

 

Basic:

  

Weighted average common shares outstanding

  15,416,836   15,327,520   15,445,569   15,364,043   15,438,375   15,347,042 

Net income attributable to National HealthCare Corporation

 $15,318  $21,267 

Earnings per common share, basic

 $0.99  $1.39 

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Earnings/(loss) per common share, basic

 $(0.16

)

 $(0.22

)

 $1.04  $8.00 
  

Diluted:

  

Weighted average common shares outstanding

 15,416,836  15,327,520  15,445,569  15,364,043  15,438,375  15,347,042 

Effects of dilutive instruments

  47,019   62,556   -   -   38,728   67,641 

Weighted average common shares outstanding

  15,463,855   15,390,076   15,445,569   15,364,043   15,477,103   15,414,683 
  

Net income attributable to National HealthCare Corporation

 $15,318  $21,267 

Earnings per common share, diluted

 $0.99  $1.38 

Net income/(loss) attributable to National HealthCare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Earnings/(loss) per common share, diluted

 $(0.16

)

 $(0.22

)

 $1.04  $7.97 

 

18

our common stock have been excluded for the nine months ended September 30, 2022 and 2021, respectively, due to their anti-dilutive impact.

 

Note 10 Investments in Marketable Securities

 

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

 

Marketable securities consist of the following (in thousands):

 

 

March 31, 2022

  

December 31, 2021

  

September 30, 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  $118,048  $30,176  $113,108  $30,176  $107,655  $30,176  $113,108 

Corporate debt securities

 17,030  16,554  19,038  18,843  15,457  14,912  19,038  18,843 

Asset-backed securities

 501  493  1,481  1,469  501  490  1,481  1,469 

U.S. Treasury securities

 14,189  13,940  15,082  14,998  9,464  9,157  15,082  14,998 

Restricted investments available for sale:

  

Marketable equity securities

 25,546  25,249  25,442  26,958  24,851  20,341  25,442  26,958 

Corporate debt securities

 62,399  61,699  60,816  62,936  60,262  56,273  60,816  62,936 

Asset-based securities

 30,715  29,982  32,918  33,301  26,855  24,746  32,918  33,301 

U.S. Treasury securities

 37,403  35,181  33,052  32,630  43,083  38,149  33,052  32,630 

State and municipal securities

  4,972   4,939   7,700   7,923   4,908   4,704   7,700   7,923 
 $222,931  $306,085  $225,705   312,166  $215,557  $276,427  $225,705   312,166 

 

20

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

 

  

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 
  

September 30, 2022

  

December 31, 2021

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

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

 

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

 

 

March 31, 2022

  

December 31, 2021

  

September 30, 2022

  

December 31, 2021

 
 

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

 

Maturities:

  

Within 1 year

 $34,236  $34,159  $32,718  $32,843  $39,584  $38,955  $32,718  $32,843 

1 to 5 years

 89,482  87,771  95,293  96,937  78,047  72,953  95,293  96,937 

6 to 10 years

 43,491  40,858  41,580  41,835  42,899  36,523  41,580  41,835 

Over 10 years

  0   0   496   485   -   -   496   485 
 $167,209  $162,788  $170,087  $172,100  $160,530  $148,431  $170,087  $172,100 

 

19

Gross unrealized gains related to marketable equity securities are $88,514,000$77,991,000 and $85,394,000 as of March 31,September 30, 2022 and December 31, 2021, respectively. Gross unrealized losses related to marketable equity securities are $939,000$5,022,000 and $946,000 as of March 31,September 30, 2022 and December 31, 2021, respectively. For the three months ended March 31,September 30, 2022 and 2021, the Company recognized net unrealized gainslosses of $3,126,000$11,056,000 and $7,059,000,$23,797,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the nine months ended September 30, 2022 and 2021, the Company recognized a net unrealized losses of $11,479,000 and a net unrealized loss of $23,227,000, 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 $484,000$0 and $3,189,000 as of March 31,September 30, 2022 and December 31, 2021, respectively. Gross unrealized losses related to available for sale marketable debt securities are $4,905,000$12,099,000 and $1,176,000 as of March 31,September 30, 2022 and December 31, 2021, respectively. As of September 30, 2022, a total of 52 debt securities with a total market value of $45,367,000 have been in an unrealized loss position for greater than 12 months.

The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related.

The Company has not recognized any credit related impairments for the threenine months ended March 31,September 30, 2022 and 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 marketable securities during the threenine months ended March 31,September 30, 2022 and 2021 were $16,946,000$38,114,000 and $6,086,000,$89,129,000, respectively. Investment losses of $756,000 and investment gains of $45,000$941,000 were realized on these sales during the threenine months ended March 31, 2022.September 30, 2022 NaN investment gains were realized on these sales during theand three2021, months ended March 31, 2021.respectively.

 

 

 

Note 11 Fair Value Measurements

 

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

 

 

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

 

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

 

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

 

21

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

 

 

Fair Value Measurements Using

  

Fair Value Measurements Using

 

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)

 

September 30, 2022

 

Fair

Value

  

Quoted

Prices in

Active
Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $56,993  $56,993  $0  $  $44,515  $44,515  $  $ 

Restricted cash and cash equivalents

 18,923  18,923  0    27,685  27,685     

Marketable equity securities

 143,297  143,297  0    127,996  127,996     

Corporate debt securities

 78,253  43,059  35,194    71,185  36,516  34,669   

Mortgage–backed securities

 30,475  0  30,475    25,236    25,236   

U.S. Treasury securities

 49,121  49,121  0    47,306  47,306     

State and municipal securities

  4,939   0   4,939      4,704      4,704    

Total financial assets

 $382,001  $311,393  $70,608  $  $348,627  $284,018  $64,609  $ 

 

20

 
  

Fair Value Measurements Using

 

December 31, 2021

 

Fair

Value

  

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $107,607  $107,607  $0  $ 

Restricted cash and cash equivalents

  12,136   12,136   0    

Marketable equity securities

  140,066   140,066   0    

Corporate debt securities

  81,779   50,005   31,774    

Asset–backed securities

  34,770   0   34,770    

U.S. Treasury securities

  47,628   47,628   0    

State and municipal securities

  7,923   0   7,923    

Total financial assets

 $431,909  $357,442  $74,467  $ 

  

Fair Value Measurements Using

 

December 31, 2021

 

Fair

Value

  

Quoted

Prices in

Active

Markets

For Identical

Assets

(Level 1)

  

Significant

Other

Observable

Inputs

(Level 2)

  

Significant

Unobservable

Inputs

(Level 3)

 

Cash and cash equivalents

 $107,607  $107,607  $  $ 

Restricted cash and cash equivalents

  12,136   12,136       

Marketable equity securities

  140,066   140,066       

Corporate debt securities

  81,779   50,005   31,774    

Asset–backed securities

  34,770      34,770    

U.S. Treasury securities

  47,628   47,628       

State and municipal securities

  7,923      7,923    

Total financial assets

 $431,909  $357,442  $74,467  $ 

 

 

 

Note 12 Goodwill and Other Intangible Assets

 

At March 31,September 30, 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 0no impairment indicators regarding the Company’s goodwill during the three months ended March 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.

 

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

 

 

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

 

January 1, 2022

 $3,741  $164,554  $  $168,295  $3,741  $164,554  $  $168,295 

Additions

  0   0      0             

March 31, 2022

 $3,741  $164,554  $  $168,295 

September 30, 2022

 $3,741  $164,554  $  $168,295 

 

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

 

22

 

 

Note 13 - Stock Repurchase Program

 

During the threenine months ended March 31,September 30, 2022, the Company repurchased 2,16599,547 shares of its common stock for a total cost of $146,000.$6,907,000. During the threenine months ended March 31,September 30, 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 14 StockBased Compensation

 

NHC recognizes stock–based compensation expense for all stock options granted over the requisite service period using the fair value at the date of grant using the Black–Scholes pricing model. Stock–based compensation totaled $712,000$638,000 and $496,000$726,000 for the three months ended March 31,September 30, 2022 and 2021, respectively. Stock-based compensation totaled $1,980,000 and $1,905,000 for the nine months ended September 30, 2022 and 2021, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

 

At March 31,September 30, 2022, the Company had $4,432,000$3,846,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate threetwo-year period.

 

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Stock Options

 

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

 

 

March 31, 2022

  

December 31,
2021

  

September 30,

2022

  

December 31,
2021

 

Risk–free interest rate

 1.63%  0.21%  1.84

%

 0.21

%

Expected volatility

 30.95%  34.90%  31.46

%

 34.90

%

Expected life, in years

 2.9  2.2  2.9  2.2 

Expected dividend yield

 3.62%  3.00%  3.57

%

 3.00

%

 

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

 

 

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

  

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2021

 866,956  $72.11  $  866,956  $72.11  $ 

Options granted

 55,706  70.80    55,706  70.80   

Options exercised

 (541,736

)

 71.39    (541,736

)

 71.39   

Options cancelled

  (6,000

)

  72.94     (6,000

)

  72.94   

Options outstanding at December 31, 2021

 374,926  72.95    374,926  72.95   

Options granted

 249,640  64.15    301,386  65.02   

Options exercised

 (18,954

)

 66.91   

Options cancelled

  (157,240

)

  76.99      (196,051

)

  76.19    

Options outstanding at March 31, 2022

  467,326   66.88  $2,085,879 

Options outstanding at September 30, 2022

  461,307   66.63  $44,582 
  

Options exercisable at March 31, 2022

  172,686   69.60  $567,923 

Options exercisable at September 30, 2022

  159,921   69.68  $44,582 

 

 

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 

Options

Outstanding

September 30, 2022

  

Exercise Prices

  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

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

 

22
23

 

Note 15 Income Taxes

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

 

The Company's income tax provision as a percentage of our income before income taxes was 25.3%27.3% and 4.6% for the threenine months ended March 31,September 30, 2022 and 2021.2021, 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. ForThe tax benefit related to the statute of limitation expirations was $437,000 for the three and ninemonths ended March 31, 2022September 30, 2022. The tax benefit related to the statute of limitation expirations was $1,444,000 for the threeand 2021,nine months ended September 30, 2021. For the accrual of statenine months ended September 30, 2021, the income tax wasprovision and effective tax rate were favorably impacted by the only significant reconciling item.nontaxable gain recognized upon re-measurement of our existing equity investment in Caris Healthcare, L.P.

 

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 20182019 (with certain state exceptions).

 

 

 

Note 16 Contingencies and Commitments

 

Accrued Risk Reserves

 

We are self–insured for risks related to health insurance and have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims both for our owned and leased entities and certain of the entities to which we provide management or accounting services. The liability we have recognized for reported claims and estimates for incurred but unreported claims totals $101,413,000$103,710,000 and $98,048,000 at March 31,September 30, 2022 and December 31, 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.

 

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

 

Workers Compensation

 

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

 

General and Professional Liability Insurance and Lawsuits

 

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

 

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

 

24

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 Complaint alleges that nurse practitioners affiliated with Dr. Malhotra provided free services to the facilities in exchange for referrals to entities owned by or in which Dr. Malhotra had a financial interest in violation of the False Claims Act and Anti-Kickback Statute. NHC Healthcare/Moulton, LLC denies the allegations and is vigorously defending the claim. A motion to dismiss was filed on November 4, 2021.  On January 28, 2022, the district court stayed this matter and administratively terminated the motion to dismiss pending the U.S. Supreme Court's review of a petition for certiorari filed in an unrelated matter, but involving one of the legal arguments raised in the motion to dismiss.  The U.S. Supreme Court has recently denied the petition for certiorari, but the district court has not yet lifted the stay in this matter. We expect that the motion to dismiss will be renewed once the stay is 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 have 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.pandemic.

 

 

 

Note 17 Subsequent EventMassachusetts and New Hampshire Skilled Nursing Facilities

 

On May 3,September 1, 2022, we signedtransferred the operations transfer agreements ("OTAs") for the of 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 transferredHampshire to a third-party operator. NHC leased the real property of these seven facilities from NHI. In conjunction with the transfer of the operations to a third party, we terminated our lease agreement with NHI for the sevenskilled nursing operator.  We expect to transfer the operations during thefacilities and amended our master lease agreement with NHI, see Note third8 quarter of 2022.Long-Term Leases.

 

The seven skilled nursing facilities had net patient revenues of $17,801,000$13,214,000 and $15,377,000$17,907,000 for the three months ended March 31,September 30, 2022 and 2021, respectively.  The seven skilled nursing facilities had net patient revenues of $48,697,000 and $50,149,000 for the nine months ended September 30, 2022 and 2021, respectively. Excluding stimulus funds, the seven skilled nursing facilities had losses before income taxes of $635,000$259,000 and $2,769,000$1,360,000 for the three months ended March 31,September 30, 2022 and 2021, respectively.  For the year ended December 31, 2021, Excluding stimulus funds, 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$2,831,000 and $7,257,000 for the OTAs, we have signed an acknowledgement agreement with NHI that will terminate our lease agreement with the sevennine skilled nursing facilities months ended September 30, 2022 and amend our master lease agreement.  The lease termination agreement and amendment to the master lease are subject to the operations being transferred.2021, respectively. 

 

Item 2.

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

 

Forward–Looking Statements

 

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

 

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

 

25

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

 

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

 

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

 

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

 

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

 

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

 

the ability to attract and retain qualified personnel;

 

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

 

the competitive environment in which we operate;

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

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

  

the ability to maintain and increase census levels; and

 

demographic changes.

24

 

See the notes to the quarterly financial statements, and “Item 1. Business” in our 2021 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. WeAs of September 30, 2022, we operate or manage, through certain affiliates, 7568 skilled nursing facilities with a total of 9,4568,726 licensed beds, 2423 assisted living facilities, five independent living facilities, onethree behavioral health hospital,hospitals, 35 homecare agencies, and 29 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 108 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 ofin December 2020. As the vaccination clinics progressed and as the vaccine became more accessible, we began to see a significant decline in COVID-19 cases among our operations, as well as a significant decrease in 2021.the adverse health events related to COVID. Despite the COVID-19 cases significantlyand adverse health events from COVID declining, during 2021, our operating expenses remainhave remained elevated with incentive compensation being paid to ourattract and retain frontline partners, as well as increased costs of personal protective equipment (“PPE”), sanitizers and cleaning supplies, and COVID-19 testing of our patients and partners. Despite the continued disruption of COVID-19 to our operations, our capital and financial resources, including our overall liquidity, remain strong. Our liquidity provides us with significant flexibility to maintain the strength of our balance sheet in periods of uncertainty or stress.

26

 

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

 

Legislation and Government Stimulus Due to COVID-19

 

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

 

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 beare used for healthcare-related expenses or lost revenue attributable to COVID-19. The Company recorded $10,620,000$0 and $22,749,000$10,429,000 of government stimulus income from the Provider Relief Funds for the three months ended March 31,September 30, 2022 and 2021, respectively. The Company recorded $10,940,000 and $48,304,000 of government stimulus income from the Provider Relief Funds for the nine months ended September 30, 2022 and 2021, respectively. The grant income was determined on a 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.

 

Additionally, as part of the CARES Act, the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. WeIn the second quarter of 2020, we received approximately $51,253,000 as part of this program. These funds arebegan to be 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 March 31,September 30, 2022, $5,003,000$138,000 of the accelerated payments remain and is reflected within contract liabilities in the interim condensed consolidated balance sheet.

 

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

 

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

 

 

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 threenine months ending March 31,September 30, 2022 was 82.7%83.4% compared to 76.8%80.0% for the same period a year ago.  For the three months ended September 30, 2022, overall census in our owned and leased skilled nursing facilities was 83.7% compared to 82.0% in the third quarter of 2021.

 

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

 

27

Quality of Patient Care

 

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

 

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

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

 

  

NHC Ratings

  

Industry Ratings

 

Total number of skilled nursing facilities, end of period

  75     

Number of 4 and 5-star rated skilled nursing facilities

  58     

Percentage of 4 and 5-star rated skilled nursing facilities

  77%   44% 

Average rating for all skilled nursing facilities, end of period

  4.1   3.1 

26

  

NHC Ratings

  

Industry Ratings

 

Total number of skilled nursing facilities, end of period

  68     

Number of 4 and 5-star rated skilled nursing facilities

  42     

Percentage of 4 and 5-star rated skilled nursing facilities

  62%

 

  37%

 

Average rating for all skilled nursing facilities, end of period

  3.8   2.9 

 

Development and Growth

 

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

 

Type of

Operation

  

Description

  

Size

  

Location

  

Placed in Service

Hospice

  

Acquisition

  

28 offices

  

Various

  

June 2021

Homecare

New Office

1 office

Anderson, SC

January 2022

Hospice

New Office

1 office

Tullahoma, TN

March 2022

Behavioral Health Hospital

  

New Facility

  

64 beds

  

Knoxville, TN

  

April 2022

Behavioral Health Hospital

  

New Facility

  

16 beds

  

St. Louis, MO

  

MayJune 2022

 

Accrued Risk Reserves

 

Our accrued professional liability and workers’ compensation reserves totaled $101,413,000$103,710,000 at March 31,September 30, 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.

 

 

Government Reimbursement Programs

 

Medicare Skilled Nursing Facilities

 

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

 

In AprilJuly 2022, CMS released its proposedfinal rule outlining fiscal year 2023 Medicare payment rates and policy changes for skilled nursing facilities, which will beginbegan on October 1, 2022. The fiscal year 2023 proposed rule equates to a net decrease of 0.7%,provided for an approximate 2.7% increase, or approximately $320$904 million, in Medicare Part A payments to SNFs in fiscal year 2023 compared to 2022 levels. The proposed rulenet increase includes a 2.8%3.9% market-basket increase plus a 1.5% market basket rate increase, a 1.5% increase for forecast error adjustment, less a 0.3% productivity adjustment and a 0.4%2.3% decrease for multifactor productivityin the FY 2023 SNF PPS rates as a result of the recalibrated parity adjustment. The recalibrated parity adjustment foris a net updatetotal of 3.9%. But, CMS also proposes to offset4.6% and is being phased in over the 3.9% increase with a downward adjustment to payment rates by 4.6%, or $1.7 billion, to achieve budget neutrality from the aggregate fiscal year 2020 Medicare payments under the new Patient Driven Payment Model.next two years (2.3% annually).

28

 

For the first threenine months of 2022, our average Medicare per diem rate for skilled nursing facilities increased 1.2%2.2% as compared to the same period in 2021. 

 

Medicaid Skilled Nursing Facilities

 

Effective July 1, 20212022 and for the fiscal year 2022,2023, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 20222023 fiscal year will be approximately $3,500,000$3,200,000 annually, or $875,000$800,000 per quarter.

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

 

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

 

We have also received from many of the states in which we operate supplemental Medicaid payments to help mitigate the incremental costs resulting from the COVID-19 public health emergency. We have recorded $5,538,000$4,736,000 and $3,955,000$5,053,000 in net patient revenues for these supplemental Medicaid payments for the three months ended March 31,September 30, 2022 and 2021, respectively. We have recorded $15,275,000 and $16,102,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2022 and 2021, respectively.

 

27

For the first threenine months of 2022, our average Medicaid per diem increased 4.8%2.3% compared to the same period in 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 2021, CMS released its final rule outlining fiscal year 2022 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2022 will increase in aggregate by 3.2%, or $570 million. The increase reflects the effects of the home health payment update percentage of 2.6%, an estimated 0.7% increase that reflects the effects of the updated fixed-dollar loss ratio, and an estimated 0.1% decrease in payments due to the changes in the rural add-on percentages for 2022.

 

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

Medicare Hospice

 

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

 

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

29

 

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;hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources.

 

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

 

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

 

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

 

 

Three Months Ended March 31, 2022

  

Three Months Ended September 30, 2022

 
 

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

 

Revenues and grant income:

 

Net patient revenues

 $224,842  $31,495  $-  $256,337  $228,138  $32,109  $-  $260,247 

Other revenues

 114  -  11,912  12,026   (198

)

  -   10,794   10,596 

Government stimulus income

  10,620   -   -   10,620 

Net operating revenues and grant income

 235,576  31,495  11,912  278,983  227,940  32,109  10,794  270,843 
  

Costs and expenses:

  

Salaries, wages, and benefits

 142,185  19,401  9,108  170,694  144,047  19,581  9,570  173,198 

Other operating

 64,383  7,095  2,607  74,085  66,522  6,310  51  72,883 

Rent

 8,347  592  1,126  10,065  8,088  575  1,631  10,294 

Depreciation and amortization

 8,838  113  806  9,757  9,198  248  807  10,253 

Interest

  165   -   -   165   137   -   -   137 

Total costs and expenses

  223,918   27,201   13,647   264,766   227,992   26,714   12,059   266,765 
  

Income (loss) from operations

 11,658  4,294  (1,735

)

 14,217 

Income/(loss) from operations

 (52

)

 5,395  (1,265) 4,078 

Non-operating income

 -  -  3,199  3,199  -  -  2,731  2,731 

Unrealized gains on marketable equity securities

  -   -   3,126   3,126 

Unrealized losses on marketable equity securities

  -   -   (11,056

)

  (11,056

)

  

Income before income taxes

 $11,658  $4,294  $4,590  $20,542 

Income/(loss) before income taxes

 $(52

)

 $5,395  $(9,590

)

 $(4,247

)

  

Three Months Ended September 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $222,884  $31,933  $-  $254,817 

Other revenues

  128   -   11,363   11,491 

Government stimulus income

  10,429   -   -   10,429 

Net operating revenues and grant income

  233,441   31,933   11,363   276,737 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  141,318   18,771   10,146   170,235 

Other operating

  64,755   5,618   2,736   73,109 

Rent

  7,998   594   1,612   10,204 

Depreciation and amortization

  9,300   118   811   10,229 

Interest

  198   -   -   198 

Total costs and expenses

  223,569   25,101   15,305   263,975 
                 

Income/(loss) from operations

  9,872   6,832   (3,942

)

  12,762 

Non-operating income

  -   -   3,399   3,399 

Unrealized losses on marketable equity securities

  -   -   (23,797

)

  (23,797

)

                 

Income/(loss) before income taxes

 $9,872  $6,832  $(24,340

)

 $(7,636

)

 

2830

 

 

Three Months Ended March 31, 2021

  

Nine Months Ended September 30, 2022

 
 

Inpatient
Services

  

Homecare

  

All Other

  

Total

  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

  

Net patient revenues

 $203,242  $13,613  $-  $216,855  $680,776  $95,885  $-  $776,661 

Other revenues

 98  -  11,271  11,369  15  -  33,569  33,584 

Government stimulus income

  22,749   -   -   22,749   10,940   -   -   10,940 

Net operating revenues and grant income

 226,089  13,613  11,271  250,973  691,731  95,885  33,569  821,185 
  

Costs and expenses:

  

Salaries, wages, and benefits

 131,811  9,435  7,913  149,159  435,322  58,007  25,499  518,828 

Other operating

 61,808  1,915  2,401  66,124  192,791  19,848  5,640  218,279 

Rent

 8,194  431  1,438  10,063  24,498  1,759  4,513  30,770 

Depreciation and amortization

 9,263  87  811  10,161  27,120  472  2,419  30,011 

Interest

  244   -   -   244   451   -   -   451 

Total costs and expenses

  211,320   11,868   12,563   235,751   680,182   80,086   38,071   798,339 
  

Income/(loss) from operations

 14,769  1,745  (1,292

)

 15,222  11,549  15,799  (4,502

)

 22,846 

Non-operating income

 -  -  6,260  6,260  -  -  8,451  8,451 

Unrealized gains on marketable equity securities

  -   -   7,059   7,059 

Unrealized losses on marketable equity securities

  -   -   (11,479

)

  (11,479

)

  

Income before income taxes

 $14,769  $1,745  $12,027  $28,541 

Income/(loss) before income taxes

 $11,549  $15,799  $(7,530

)

 $19,818 

 

  

Nine Months Ended September 30, 2021

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues and grant income:

                

Net patient revenues

 $644,986  $63,662  $-  $708,648 

Other revenues

  324   -   33,592   33,916 

Government stimulus income

  48,304   -   -   48,304 

Net operating revenues and grant income

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

Costs and expenses:

                

Salaries, wages, and benefits

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

Other operating

  185,860   10,291   8,060   204,211 

Rent

  24,129   1,478   4,830   30,437 

Depreciation and amortization

  27,790   299   2,432   30,521 

Interest

  657   -   -   657 

Total costs and expenses

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

Income/(loss) from operations

  47,644   11,672   (17,537

)

  41,779 

Non-operating income

  -   -   15,245   15,245 

Gain on acquisition of equity method investment

  -   -   95,202   95,202 

Unrealized losses on marketable equity securities

  -   -   (23,227

)

  (23,227

)

                 

Income before income taxes

 $47,644  $11,672  $69,683  $128,999 

31

 

Non-GAAP Financial Presentation

 

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

 

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

 

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

 

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

 

  

Three Months Ended

March 31

 
  

2022

  

2021

 
         

Net income attributable to National Healthcare Corporation

 $15,318  $21,267 

Non-GAAP adjustments:

        

Unrealized gains on marketable equity securities

  (3,126

)

  (7,059

)

Operating results for newly opened facilities not at full capacity

  743   245 

Share-based compensation expense

  712   496 

Provision of income taxes on non-GAAP adjustments

  434   1,643 

Non-GAAP Net income

 $14,081  $16,592 
         
         

GAAP diluted earnings per share

 $0.99  $1.38 

Non-GAAP adjustments:

        

Unrealized gains on marketable equity securities

  (0.15

)

  (0.33

)

Operating results for newly opened facilities not at full capacity

  0.04   0.01 

Share-based compensation expense

  0.03   0.02 

Non-GAAP diluted earnings per share

 $0.91  $1.08 
  

Three Months Ended

September 30

  

Nine Months Ended

September 30

 
  

2022

  

2021

  

2022

  

2021

 
                 

Net income/(loss) attributable to National Healthcare Corporation

 $(2,429

)

 $(3,348

)

 $16,092  $122,802 

Non-GAAP adjustments

                

Unrealized losses on marketable equity securities

  11,056   23,797   11,479   23,227 

Gain on acquisition of equity method investment

  -   -   -   (95,202

)

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

  2,105   115   4,033   480 

Share-based compensation expense

  639   726   1,980   1,905 

Benefit of income taxes on non-GAAP adjustments

  (3,588

)

  (6,406

)

  (4,548

)

  (6,369

)

Non-GAAP Net income

 $7,783  $14,884  $29,036  $46,843 
                 
                 

GAAP diluted earnings/(loss) per share

 $(0.16

)

 $(0.22

)

 $1.04  $7.97 

Non-GAAP adjustments

                

Unrealized losses on marketable equity securities

  0.53   1.14   0.56   1.12 

Gain on acquisition of equity method investment

  -   -   -   (6.16

)

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

  0.10   0.01   0.19   0.02 

Share-based compensation expense

  0.03   0.03   0.09   0.09 

Non-GAAP diluted earnings per share

 $0.50  $0.96  $1.88  $3.04 

 

29
32

 

Results of Operations

 

The following table and discussion set forth items from the interim condensed consolidated statements of operations as a percentage of net operating revenues and grant income for the three and nine months ended March 31,September 30, 2022 and 2021.

 

Percentage of Net Operating Revenues and Grant Income

 

  

Three Months Ended
March 31

 
  

2022

  

2021

 

Net operating revenues and grant income

  100.0%  100.0

%

Costs and expenses:

        

Salaries, wages, and benefits

  61.2   59.4 

Other operating

  26.6   26.3 

Facility rent

  3.5   4.0 

Depreciation and amortization

  3.5   4.1 

Interest

  0.1   0.1 

Total costs and expenses

  94.9   93.9 

Income from operations

  5.1   6.1 

Non–operating income

  1.2   2.5 

Unrealized gains on marketable equity securities

  1.1   2.8 

Income before income taxes

  7.4   11.4 

Income tax provision

  (1.9

)

  (2.9

)

Net income

  5.5   8.5 

Net income attributable to noncontrolling interest

  0.0   0.0 

Net income attributable to stockholders of NHC

  5.5%  8.5

%

  

Three Months Ended
September 30

  

Nine Months Ended

September 30

 
  

2022

  

2021

  

2022

  

2021

 

Net operating revenues and grant income

  100.0

%

  100.0

%

  100

%

  100

%

Costs and expenses:

                

Salaries, wages, and benefits

  63.9   61.5   63.2   61.1 

Other operating

  26.9   26.4   26.5   25.8 

Facility rent

  3.8   3.7   3.7   3.8 

Depreciation and amortization

  3.8   3.7   3.7   3.9 

Interest

  0.1   0.1   0.1   0.1 

Total costs and expenses

  98.5   95.4   97.2   94.7 

Income from operations

  1.5   4.6   2.8   5.3 

Non–operating income

  1.0   1.2   1.0   1.9 

Gain on acquisition of equity method investment

  -   -   -   12.0 

Unrealized losses on marketable equity securities

  (4.1

)

  (8.6

)

  (1.4

)

  (2.9

)

Income/(loss) before income taxes

  (1.6

)

  (2.8

)

  2.4   16.3 

Income tax (provision)/benefit

  0.5   1.5   (0.8

)

  (0.7

)

Net income/(loss)

  (1.1

)

  (1.3

)

  1.8   15.6 

Net loss attributable to noncontrolling interest

  0.2   0.1   0.2   0.0 

Net income/(loss) attributable to stockholders of NHC

  (0.9

)

  (1.2

)

  2.0   15.6 

 

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

 

Results for the quarter ended March 31,September 30, 2022 compared to the firstthird quarter of 2021 include an 11.2% increasea 2.1% decrease in net operating revenues and grantgovernment stimulus income. The net operating revenues and government stimulus income anddecrease was primarily driven by the reduction in government stimulus income of $10.4 million during the third quarter of 2022 compared to the same period a 6.6% decrease inyear ago. Excluding the government stimulus income, from operations. same-facility net operating revenues increased 3.8% during the third quarter of 2022 compared to the same period a year ago. 

For the quarter ended March 31,September 30, 2022, the GAAP net incomeloss attributable to NHC was $15,318,000$2,429,000 compared to a net incomeloss of $21,267,000$3,348,000 for the same period in 2021.

Excluding the unrealized gainslosses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended March 31,September 30, 2022 was $14,081,000$7,783,000 compared to $16,592,000$14,884,000 for the same period in 2021.  The decrease in adjusted net income for the first quarter of 2022 compared to the first quarter of 2021decrease was primarily due to the following three items: (1) the $10.4 million less government stimulus incomeProvider Relief Funds recorded during the currentthird quarter as well asof 2022; (2) the $1.5 million negative impact on our net patient revenues from Medicare sequestration that went into effect July 1, 2022; and (3) we are incurring higher inflationary pressures on our nursing labor costs.   

 

Net operating revenues and grant income

 

Net patient revenues increased $39,482,000,$5,430,000, or 18.2%2.1%, compared to the same period last year.

 

The total census at owned and leased skilled nursing facilities for the quarter averaged 82.7%83.7%, compared to an average of 76.8%82.0% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 2.9%2.4% compared to the same quarter a year ago. Our Medicare per diem rates increased 1.2%2.2% and managed care per diem rates increased 6.9%6.1% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 4.8%2.7% and 9.2%3.3%, respectively, compared to the same quarter a year ago. For the three months ended March 31,September 30, 2022 and 2021, respectively, $5,538,000$4,773,000 and $3,955,000$5,053,000 have been included in our net patient revenues for these supplemental COVID-19 Medicaid payments.

 

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

In June 2021,September 2022, the Company acquiredtransferred the remaining ownership interestoperations of seven skilled nursing facilities located in Caris, which resultedMassachusetts and New Hampshire resulting in net patient revenues increasing $17,785,000decreasing $5,102,000 for the three months ended March 31,September 30, 2022 compared to the firstsame quarter of 2021.last year.

 

Other revenues increased $657,000,decreased $895,000, or 5.8%7.8%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

 

During the three months ended March 31,September 30, 2022 and 2021, respectively, we recorded $10,620,000$0 and $22,749,000$10,429,000, respectively, in government stimulus income related to funds received from the CARES Act Provider Relief Fund. See Note 3 - Coronavirus Pandemic for additional information.  

 

3033

 

Total costs and expenses

 

Total costs and expenses for the three months ended March 31,September 30, 2022 compared to the same period of 2021 increased $29,015,000,$2,790,000, or 12.3%1.1% to $264,766,000$266,765,000 from $235,751,000.$263,975,000.

 

Salaries, wages, and benefits increased $21,535,000,$2,963,000, or 14.4%1.7%, to $170,694,000$173,198,000 from $149,159,000.$170,235,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 61.2%63.9% compared to 59.4%61.5% for the three months ended March 31,September 30, 2022 and 2021, respectively. Our Caris acquisition increased salaries, wages, and benefits $10,224,000 in the first quarter of 2022 compared to the same quarter a year ago. We continue to face tremendous workforce and labor shortages within all of our operations, which increases wage pressure and inflation in regardregards to retaining and attracting qualified healthcare partners (employees). With theThe labor and workforce environment being so challenging, the largest expense increase from a labor standpoint isshortages have resulted in our agency nurse staffing.  Ourus contracting with agency nurse staffing expense increased $12,435,000companies.  The agency nurse staffing companies charge inflated hourly rates; therefore, we are working diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations.

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

Other operating expenses decreased $226,000, or 0.3%, to $72,883,000 for the 2022 period compared to $73,109,000 for the 2021 period. Other operating expenses as a percentage of net operating revenues and grant income was 26.9% and 26.4% for the three months ended September 30, 2022 and 2021, respectively. 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 $668,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.

Income taxes

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

Noncontrolling interest

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

Nine Months Ended September 30, 2022 Compared to Nine Months Ended September 30, 2021

Results for the nine months ended September 30, 2022 compared to the same period of 2021 include a 3.8% increase in net operating revenues and grant income. The net operating revenues and grant income increase is primarily driven by the June 2021 acquisition of Caris hospice and the continued occupancy increase in our skilled nursing facilities. But, these increases were offset by the reduction in government stimulus income of $37.4 million for the first quarternine months of 2022 compared to the same quarterperiod a year ago.

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

Net operating revenues and grant income

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

The total census at owned and leased skilled nursing facilities for the nine-month period averaged 83.4%, compared to an average of 80.0% for the same period a year ago. Overall, the composite skilled nursing facility per diem increased 1.6% compared to the same period a year ago. Our Medicare per diem rates increased 2.2% and managed care per diem rates increased 4.7% compared to the nine-month period a year ago. Medicaid and private pay per diem rates increased 2.3% and 5.6%, respectively, compared to the same period a year ago. For the nine months ended September 30, 2022 and 2021, $15,312,000 and $16,102,000, respectively, have been included in our net patient revenues for supplemental COVID-19 Medicaid payments.

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

34

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

During the nine months ended September 30, 2022 and 2021, respectively, we recorded $10,940,000 and $48,304,000 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 nine months ended September 30, 2022 compared to the same period of 2021 increased $49,250,000, or 6.6% to $798,339,000 from $749,089,000.

Salaries, wages, and benefits increased $35,565,000, or 7.4%, to $518,828,000 from $483,263,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 63.2% compared to 61.1% for the nine months ended September 30, 2022 and 2021, respectively. Our Caris acquisition increased salaries, wages, and benefits $18,962,000 in the nine-month period of 2022 compared to the same period a year ago. We continue to face workforce and labor shortages within all of our operations, which increases wage pressure in regards to retaining and attracting qualified healthcare partners (employees). The labor and workforce challenges have resulted in us contracting with agency nurse staffing companies. The agency nurse staffing companies charge inflated hourly rates; therefore, we are working diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations.

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

 

Other operating expenses increased $7,961,000,$14,068,000, or 12.0%6.9%, to $74,085,000$218,279,000 for the 2022 period compared to $66,124,000$204,211,000 for the 2021 period. Other operating expenses as a percentage of net operating revenues and grant income was 26.6% and 26.3%25.8% for the threenine months ended March 31,September 30, 2022 and 2021, respectively. Our Caris acquisition increased other operating expenses $5,104,000$9,601,000 in the first quarternine months of 2022 compared to the same quarterperiod 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 $3,061,000$6,794,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.  The large decrease in our non-operating income is due to the June 2021 acquisition of Caris. Prior to the June 2021 acquisition date, Caris was our most significant equity method investment with a 75.1% non-controlling ownership interest. From the respective acquisition date, Caris’ financial information is now included in the Company’s consolidated financial statements and is no longer accounted for as an equity method investment.

 

Income taxes

 

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

 

Noncontrolling interest

 

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

 

 

Liquidity, Capital Resources, and Financial Condition

 

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

 

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

 

 

Three Months Ended

March 31

  

Three Month Change

  

Nine Months Ended

September 31

  

Nine Month Change

 
 

2022

  

2021

      

%

  

2022

  

2021

  $  

%

 

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

 $119,743  $158,502  $(38,759

)

 (24.5

)

 $119,743  $158,502  $(38,759

)

 (24.5

)

  

Cash (used in)/provided by operating activities

 (27,457

)

 12,589  (40,046

)

 (318.1

)

 (3,192) 46,871  (50,063

)

 (106.8

)

  

Cash used in investing activities

 (5,920

)

 (5,852

)

 (68

)

 (1.2

)

 (8,810

)

 (52,837

)

 44,027  83.3 
  

Cash used in financing activities

  (10,450

)

  (9,148

)

  (1,302

)

  (14.2

)

  (35,541

)

  (25,769

)

  (9,772

)

  (37.9

)

  

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

 $75,916  $156,091  $(80,175

)

  (51.4

)

 $72,200  $126,767  $(54,567

)

  (43.0

)

 

3135

 

Operating Activities

 

Net cash used in operating activities for the threenine months ended March 31,September 30, 2022 was $27,457,000$3,192,000 as compared to cash provided by operating activities of $12,589,000$46,871,000 in the same period last year. Cash used in operating activities consisted of net income of $15,349,000$14,403,000 and adjustments for non–cash items of $9,444,000.$44,221,000. There was cash used for working capital needs in the amount of $52,250,000$63,011,000 for the threenine months ended March 31,September 30, 2022 compared to $16,899,000$31,297,000 for the same period a year ago. We also received cash distributions from our unconsolidated investments of $439,000 during the nine months ended September 30, 2022, compared to $6,314,000 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 losses on our marketable equity securities, deferred taxes, and stock compensation.

 

Investing Activities

 

Net cash used in investing activities totaled $5,920,000$8,810,000 for the threenine months ended March 31,September 30, 2022, compared to $5,852,000$52,837,000 for the threenine months ended March 31,September 30, 2021. Cash used for property and equipment additions was $8,962,000$24,563,000 and $4,327,000$25,774,000 for the threenine months ended March 31,September 30, 2022, and 2021, respectively. The two behavioral health hospitals that are opening duringIn the second quarterprior period, we used cash of 2022 were $4,430,000 of the property additions for the first quarter of 2022.$28,713,000 to acquire Caris. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activity of $2,818,000$9,397,000 for the threenine months ended March 31,September 30, 2022.  For the three months ended March 31, 2021,The Company also collected notes receivable of $4,181,000 and received proceeds from the sale of marketable securities, netproperty and equipment of purchases, resulting in cash used in investing activities of $1,780,000.$4,175,000 for the nine months ended September 30, 2022.  

 

Financing Activities 

 

Net cash used in financing activities totaled $10,450,000$35,541,000 for the threenine months ended March 31,September 30, 2022 compared to $9,148,000$25,769,000 for the threenine months ended March 31,September 30, 2021. We made principal payments under our finance lease obligations in the amount of $1,147,000$3,495,000 and $1,081,000$3,292,000 for the threenine months ended March 31,September 30, 2022 and 2021, respectively. Cash used for dividend payments to common stockholders totaled $8,493,000$25,830,000 in the current year period compared to $7,988,000$24,010,000 for the same period a year ago. We repurchased common shares outstanding in the amount of $6,907,000 in the current year period compared to $278,000 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 $56,993,000$44,515,000 and our marketable equity and debt securities of $149,035,000$132,214,000 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 $56,993,000$44,515,000 and our marketable equity and debt securities of $149,035,000.$132,214,000. We also have substantial value in our unencumbered real estate assets which could potentially be used as collateral in future borrowing opportunities. At March 31,September 30, 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.

 

3236

 

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.equivalents. The Company's senior management has established comprehensive risk management policies and procedures to manage these market risks.

 

Interest Rate Risk

 

The fair values of our fixed–income investments fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases, respectively, in the fair values of those instruments. Additionally, the fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, the liquidity of the instrument and other general market conditions. At March 31,September 30, 2022, we have available for sale marketable debt securities in the amount of $162,788,000.$148,431,000. The fixed maturity portfolio is comprised of investments with primarily short–term and intermediate–term maturities. The portfolio composition allows flexibility in reacting to fluctuations of interest rates. The fixed maturity portfolio allows our insurance company subsidiaries to achieve an adequate risk–adjusted return while maintaining sufficient liquidity to meet obligations.

 

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

 

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

 

Credit Risk

 

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

 

Equity Price and Concentration Risk

 

Our marketable equity securities are recorded at their fair market value based on quoted market prices. Thus, there is exposure to equity price risk, which is the potential change in fair value due to a change in quoted market prices. At March 31,September 30, 2022, the fair value of our marketable equity securities is approximately $143,297,000.$127,996,000. Of the $143.3$128.0 million equity securities portfolio, our investment in NHI comprises approximately $96.2$92.2 million, or 67.2%72.0%, 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 $14.3$12.8 million. At March 31,September 30, 2022, our equity securities had net unrealized gains of $88.5$73.0 million. Of the $88.5$73.0 million of unrealized gains, $71.5$67.4 million is related to our investment in NHI.

 

 

Item 4.

Controls and Procedures.

 

As of March 31,September 30, 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 March 31,September 30, 2022.

 

37

 

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 1716 of this Form 10–Q.

 

Item 1A.

Risk Factors.

 

During the threenine months ended March 31,September 30, 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, 2021.

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

 

Not applicable

 

33

Item 3.

Defaults Upon Senior Securities.

 

None

 

Item 4.

Mine Safety Disclosures.

 

Not applicable

 

Item 5.

Other Information.

 

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.  None

 

The seven skilled nursing facilities had net patient revenues

38

 

Item 6.

Exhibits.

 

 

(a)        List of exhibits

 

EXHIBIT INDEX

 

Exhibit

No.

 

Description

   

3.1

 

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

   

3.2

 

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

   

3.3

 

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

   

3.4

 

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

   

4.1

 

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

   

10.1

Amendment No. 9 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation

10.2

Amendment No. 10 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation

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)

 

3439

 

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: May 5,November 3, 2022

/s/ Stephen F. Flatt                   

 
 

Stephen F. Flatt

 
 

Chief Executive Officer

 
   
   

Date: May 5,November 3, 2022

/s/ Brian F. Kidd                     

 
 

Brian F. Kidd

 
 

Senior Vice President and Controller

 
 

(Principal Accounting Officer)

 

 

3540