UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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| 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. | |
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| 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. | |
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| Item 1. |
3 |
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| Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
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37 |
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| Item 1. |
38 |
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| Item 1A |
38 |
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| Item 2. |
39 |
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39 |
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39 |
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NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Statements of Operations
(in thousands, except share and per share amounts)
(unaudited)
| Three Months Ended June 30 |
Six Months Ended June 30 |
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| 2020 |
2019 |
2020 |
2019 |
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| Revenues and grant income: |
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| Net patient revenues |
$ | $ | $ | $ | ||||||||||||
| Other revenues |
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| Government stimulus income |
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| Net operating revenues and grant income |
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| Cost and expenses: |
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| Salaries, wages, and benefits |
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| Other operating |
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| Facility rent |
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| Depreciation and amortization |
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| Interest |
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| Total costs and expenses |
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| Income from operations |
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| Other income: |
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| Non–operating income |
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| Unrealized gains/(losses) on marketable equity securities |
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| Income before income taxes |
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| Income tax provision |
( |
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| Net income |
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| Net (income)/loss attributable to noncontrolling interest |
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| Net income attributable to National HealthCare Corporation |
$ | $ | $ | $ | ||||||||||||
| Earnings per share attributable to National HealthCare Corporation stockholders: |
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| Basic |
$ | $ | $ | $ | ||||||||||||
| Diluted |
$ | $ | $ | $ | ||||||||||||
| Weighted average common shares outstanding: |
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| Basic |
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| Diluted |
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| Dividends declared per common share |
$ | $ | $ | $ | ||||||||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Statements of Comprehensive Income
(unaudited – in thousands)
| Three Months Ended June 30 |
Six Months Ended June 30 |
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| 2020 |
2019 |
2020 |
2019 |
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| Net income |
$ | $ | $ | $ | ||||||||||||
| Other comprehensive income: |
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| Unrealized gains on investments in restricted marketable debt securities |
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| Reclassification adjustment for realized gains on sales of marketable debt securities |
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| Income tax expense related to items of other comprehensive income |
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| Other comprehensive income, net of tax |
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| Net (income)/loss attributable to noncontrolling interest |
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| Comprehensive income attributable to National HealthCare Corporation |
$ | $ | $ | $ | ||||||||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Balance Sheets
(in thousands)
| June 30, 2020 |
December 31, 2019 |
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| unaudited |
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| Assets |
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| Current Assets: |
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| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash and cash equivalents, current portion |
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| Marketable equity securities |
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| Restricted marketable debt securities, current portion |
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| Accounts receivable |
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| Inventories |
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| Prepaid expenses and other assets |
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| Notes receivable, current portion |
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| Total current assets |
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| Property and Equipment: |
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| Property and equipment, at cost |
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| Accumulated depreciation and amortization |
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| Net property and equipment |
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| Other Assets: |
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| Restricted cash and cash equivalents, less current portion |
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| Restricted marketable debt securities, less current portion |
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| Deposits and other assets |
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| Operating lease right-of-use assets |
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| Goodwill |
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| Notes receivable, less current portion |
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| Investments in unconsolidated companies |
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| Total other assets |
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| Total assets |
$ | $ | ||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Balance Sheets (continued)
(in thousands, except share and per share amounts)
| June 30, 2020 | December 31, 2019 | |||||||
| unaudited | ||||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities: | ||||||||
| Trade accounts payable | $ | $ | ||||||
| Finance lease obligations, current portion | ||||||||
| Operating lease liabilities, current portion | ||||||||
| Accrued payroll | ||||||||
| Amounts due to third party payors | ||||||||
| Accrued risk reserves, current portion | ||||||||
| Other current liabilities | ||||||||
| Provider relief funds | ||||||||
| Contract liabilities | ||||||||
| Dividends payable | ||||||||
| Current maturities of long-term debt | ||||||||
| Total current liabilities | ||||||||
| Finance lease obligations, less current portion | ||||||||
| Operating lease liabilities, less current portion | ||||||||
| Accrued risk reserves, less current portion | ||||||||
| Refundable entrance fees | ||||||||
| Deferred income taxes | ||||||||
| Other noncurrent liabilities | ||||||||
| Total liabilities | ||||||||
| Equity: | ||||||||
| Common stock, $ par value; shares authorized; and shares, respectively, issued and outstanding | ||||||||
| Capital in excess of par value | ||||||||
| Retained earnings | ||||||||
| Accumulated other comprehensive income | ||||||||
| Total National HealthCare Corporation stockholders’ equity | ||||||||
| Noncontrolling interest | ||||||||
| Total equity | ||||||||
| Total liabilities and equity | $ | $ | ||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Statements of Cash Flows
(unaudited – in thousands)
| Six Months Ended June 30 |
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| 2020 |
2019 |
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| Cash Flows From Operating Activities: |
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| Net income |
$ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
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| Depreciation and amortization |
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| Equity in earnings of unconsolidated investments |
( |
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| Distributions from unconsolidated investments |
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| Unrealized (gains)/losses on marketable equity securities |
( |
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| Gains on sale of restricted marketable debt securities |
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| Gains on acquisitions of equity method investments |
( |
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| Deferred income taxes |
( |
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| Stock–based compensation |
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| Changes in operating assets and liabilities: |
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| Accounts receivable |
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| Inventories |
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| Prepaid expenses and other assets |
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| Trade accounts payable |
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| Accrued payroll |
( |
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| Amounts due to third party payors |
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| Accrued risk reserves |
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| Provider relief funds | ||||||||
| Contract liabilities |
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| Other current liabilities |
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| Other noncurrent liabilities |
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| Net cash provided by operating activities |
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| Cash Flows From Investing Activities: |
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| Purchases of property and equipment |
( |
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| Acquisition of equity method investment, net of cash acquired | ( |
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| Investments in unconsolidated companies |
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| Investments in notes receivable |
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| Collections of notes receivable |
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| Purchases of restricted marketable debt securities |
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| Proceeds from sale of restricted marketable debt securities |
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| Net cash used in investing activities |
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| Cash Flows From Financing Activities: |
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| Borrowings under credit facility |
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| Repayments under credit facility |
( |
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| Principal payments under finance lease obligations |
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| Dividends paid to common stockholders |
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| Noncontrolling interest contributions/(distributions) |
( |
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| Issuance of common shares |
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| Repurchase of common shares |
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| Entrance fee deposits/(refunds) |
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| Net cash used in financing activities |
( |
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| Net Increase in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents |
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| Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period |
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| Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period |
$ | $ | ||||||
| Balance Sheet Classifications: |
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| Cash and cash equivalents |
$ | $ | ||||||
| Restricted cash and cash equivalents |
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| Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents |
$ | $ | ||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Interim Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share and per share amounts)
(unaudited)
| Common Stock | Capital in Excess of | Retained Earnings | Accumulated Other Comprehensive | Non- controlling | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Income (Loss) | Interest | Equity | ||||||||||||||||||||||
| Balance at January 1, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Net income/(loss) | – | – | – | ( | ) | – | ( | ) | ||||||||||||||||||||
| Noncontrolling interest contributions | – | – | – | – | – | |||||||||||||||||||||||
| Other comprehensive loss | – | – | – | – | ( | ) | – | ( | ) | |||||||||||||||||||
| Stock–based compensation | – | – | – | – | – | |||||||||||||||||||||||
| Shares sold – options exercised | – | – | – | – | ||||||||||||||||||||||||
| Repurchase of common shares | ( | ) | – | ( | ) | – | – | – | ( | ) | ||||||||||||||||||
| Dividends declared to common stockholders ($ per share) | – | – | – | ( | ) | – | – | ( | ) | |||||||||||||||||||
| Balance at March 31, 2020 | $ | $ | $ | $ | $ | |||||||||||||||||||||||
| Net income | – | – | – | – | ||||||||||||||||||||||||
| Noncontrolling interest contributions | – | – | – | – | – | |||||||||||||||||||||||
| Other comprehensive income | – | – | – | – | – | |||||||||||||||||||||||
| Stock–based compensation | – | – | – | – | – | |||||||||||||||||||||||
| Shares sold – options exercised | – | – | – | – | ||||||||||||||||||||||||
| Repurchase of common shares | ( | ) | – | - | – | – | – | - | ||||||||||||||||||||
| Dividends declared to common stockholders ($ per share) | - | – | - | ( | ) | – | – | ( | ) | |||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
| Common Stock | Capital in Excess of | Retained | Accumulated Other Comprehensive | Non- controlling | Total Stockholders’ | |||||||||||||||||||||||
| Shares | Amount | Par Value | Earnings | Income (Loss) | Interest | Equity | ||||||||||||||||||||||
| Balance at January 1, 2019 | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||
| Net income/(loss) | – | – | – | – | ( | ) | ||||||||||||||||||||||
| Other comprehensive income | – | – | – | – | – | |||||||||||||||||||||||
| Stock–based compensation | – | – | – | – | – | |||||||||||||||||||||||
| Shares sold – options exercised | – | – | – | – | ||||||||||||||||||||||||
| Repurchase of common shares | ( | ) | – | ( | ) | – | – | – | ( | ) | ||||||||||||||||||
| Dividends declared to common stockholders ($ per share) | – | – | – | ( | ) | – | – | ( | ) | |||||||||||||||||||
| Balance at March 31, 2019 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Net income/(loss) | – | – | – | – | ( | ) | ||||||||||||||||||||||
| Noncontrolling interest distributions | – | – | – | – | – | ( | ) | ( | ) | |||||||||||||||||||
| Other comprehensive income | – | – | – | – | – | |||||||||||||||||||||||
| Stock–based compensation | – | – | – | – | – | |||||||||||||||||||||||
| Shares sold – options exercised | – | – | – | – | ||||||||||||||||||||||||
| Dividends declared to common stockholders ($ per share) | – | – | – | ( | ) | – | – | ( | ) | |||||||||||||||||||
| Balance at June 30, 2019 | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||
The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.
NATIONAL HEALTHCARE CORPORATION
Notes to Interim Condensed Consolidated Financial Statements
June 30, 2020
(unaudited)
Note 1 – Description of Business
National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of June 30, 2020, we operate or manage, through certain affiliates,
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, 2019 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2019 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, 2019 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”).
Recently Adopted Accounting Guidance
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments. ASU No. 2016-13 adds to U.S. GAAP an impairment model that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes as an allowance its estimate of expected credit losses, which the FASB believes will result in more timely recognition of such losses. The ASU is also intended to reduce the complexity of U.S. GAAP by decreasing the number of credit impairment models that entities use to account for debt instruments. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those annual periods. The Company adopted the standard as of January 1, 2020. This standard did not have a material impact on our interim condensed consolidated financial statements; however, we did update our processes specifically in how we monitor credit related declines in market value for our available for sale marketable debt securities.
On December 18, 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU is part of the FASB’s overall simplification initiative to reduce the costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. This ASU removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU No. 2019-12 is effective for reporting periods beginning after December 15, 2020, with early adoption permitted. On January 1, 2020, the Company early adopted the provisions of ASU No. 2019-12. This standard did not have a material impact on our interim condensed consolidated financial statements.
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, and home health care services. Net patient revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient services. These amounts are due from patients, governmental programs, and other third-party payors, and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations.
The Company recognizes revenue as its performance obligations are completed. Routine services are treated as a single performance obligation satisfied over time as services are rendered. These routine services represent a bundle of services that are not capable of being distinct. The performance obligations are satisfied over time as the patient simultaneously receives and consumes the benefits of the healthcare services provided. Additionally, there may be ancillary services which are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time when those services are rendered. Contract liabilities are recorded for payments the Company receives in which performance obligations have not been completed.
The Company determines the transaction price based on established billing rates reduced by contractual adjustments provided to third party payors. Contractual adjustments are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $
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.
Government Grants
In the absence of specific guidance to account for government grants under U.S. GAAP, we have concluded to account for government grants in accordance with International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance, and as such, we recognize grant income on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate.
Segment Reporting
In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and one behavioral health hospital, and (2) homecare 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 $
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 offices, and pharmacy warehouses. The original terms of the leases typically range from to years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.
The Company records right-of-use assets and liabilities on the interim condensed consolidated balance sheets for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are not recorded on our interim condensed consolidated balance sheets and are expensed on a straight-line basis over the lease term in our interim condensed consolidated statements of operations.
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,
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.
Goodwill
We perform our annual goodwill impairment assessment on the first day of the fourth quarter. At June 30, 2020, the Company reviewed the carrying value of goodwill for impairment indicators due to the events and circumstances surrounding the COVID-19 pandemic. As a result of the review, there were no impairment indicators regarding the Company’s goodwill during the three months ended June 30, 2020 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.
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.
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
Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities section of our consolidated balance sheets. As of June 30, 2020, and December 31, 2019, we have recorded refundable entrance fees in the amount of $
We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of June 30, 2020, and December 31, 2019, we have recorded a future service obligation liability in the amount of 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 subsidiary earnings based on ownership interest.
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) are the sole entity that has the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.
The Company's maximum exposure to losses in its investments in unconsolidated VIEs cannot be quantified and may or may not be limited to its investment in the unconsolidated VIE. The investments in unconsolidated VIEs are classified as “investments in limited liability companies” in the consolidated balance sheets.
Prior Period Classifications
Certain amounts in prior periods have been reclassified to conform with current period presentation.
Note 3 – Coronavirus Pandemic ("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. The COVID-19 virus has spread rapidly, with every state in the United States (“U.S.”) having confirmed cases. The rapid spread has resulted in authorities around the U.S. implementing various measures to contain the virus, such as quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, an adverse impact on the Company's results of operations. The financial results for the three months ended June 30, 2020 were significantly impacted by COVID-19 with census in our skilled nursing facilities dropping to
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 impact 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"). The CARES Act provided $2.2 trillion of economy-wide financial stimulus in the form of financial aid to individuals, businesses, nonprofits, states and municipalities. The CARES Act originally appropriated $100 billion to establish the Public Health and Social Services Emergency Fund, which is referred to as the Provider Relief Fund. The Provider Relief Fund is administered through grants and other mechanisms to skilled nursing providers, home health providers, hospitals, and other Medicare and Medicaid enrolled providers to cover any unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID-19. On April 24, 2020, another $75 billion was added to the Provider Relief Fund by the Paycheck Protection Program and Health Care Enactment Act, bringing the total amount appropriated in the fund to $175 billion.
During the second quarter of 2020, we received three disbursements from the Provider Relief Fund which totaled $
As part of the CARES Act, the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. The expanded Medicare Accelerated and Advance Payment Program is a streamlined version of existing policy that allows the Medicare Administrative Contractors (“MAC’s”) to issue up to three months of advance Medicare payments to help increase cash flow and liquidity to Medicare Part A and Part B providers in certain circumstances that include national emergencies. We received approximately $
The CARES Act also provided for the temporary suspension of the automatic 2% reduction of Medicare claim reimbursement for the period of May 1, 2020 through December 31, 2020 and the deferral of the employer share of social security taxes (6.2%), effective for payments due after the March 2020 enactment date. 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. As of June 30, 2020, we have deferred $
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, and (2) homecare services.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Net patient revenues: | ||||||||||||||||
| Inpatient services | $ | $ | $ | $ | ||||||||||||
| Homecare | ||||||||||||||||
| Total net patient revenue | $ | $ | $ | $ | ||||||||||||
For inpatient services, revenue is recognized on a daily basis as each day represents a separate contract and performance obligation. For homecare, revenue is recognized when services are provided based on the number of days of service rendered in the period of care or on a per-visit basis. Typically, patients and third-party payors are billed monthly after services are performed or the patient is discharged, and payments are due based on contract terms.
As our performance obligations relate to contracts with a duration of one year or less, the Company is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients are typically under no obligation to remain admitted in our facilities or under our care. As the period between the time of service and time of payment is typically one year or less, the Company did not adjust for the effects of a significant financing component.
Revenue by Payor
Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| Source | 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Medicare | ||||||||||||||||
| Managed Care | ||||||||||||||||
| Medicaid | ||||||||||||||||
| Private Pay and Other | ||||||||||||||||
| Total | ||||||||||||||||
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. An 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.
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 condensed consolidated balance sheets are contract liabilities, which represent payments the Company receives in advance of services provided. As of June 30, 2020, the Company has recorded $
A summary of the contract liabilities are follows (in thousands):
| Balance at December 31, 2019 | $ | |||
| Payments received | ||||
| Payments recognized | - | |||
| Balance at June 30, 2020 | $ |
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 $
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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Rental income | $ | $ | $ | $ | ||||||||||||
| Management and accounting services fees | ||||||||||||||||
| Insurance services | ||||||||||||||||
| Other | ||||||||||||||||
| Total other revenues | $ | $ | $ | $ | ||||||||||||
Rental Income
The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases. Rental income reflected in the interim condensed consolidated statements of operations consisted of the following:
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Operating lease payments | $ | $ | $ | $ | ||||||||||||
| Variable lease payments | ||||||||||||||||
| Total rental income | $ | $ | $ | $ | ||||||||||||
Management Fees from National
We manage skilled nursing facilities owned by National. For the three and six months ended June 30, 2020, we recognized management fees and interest on management fees of $
Insurance Services
For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2020 were $
For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2020 were $
Note 6 – Non–Operating 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.
| Three Months Ended June 30 | Six Months Ended June 30 | |||||||||||||||
| (in thousands) | 2020 | 2019 | 2020 | 2019 | ||||||||||||
| Equity in earnings of unconsolidated investments | $ | $ | $ | $ | ||||||||||||
| Dividends and net realized gains on sales of securities | ||||||||||||||||
| Interest income | ||||||||||||||||
| Gains on acquisitions of equity method investments | ||||||||||||||||
| Total non-operating income | $ | $ | $ | $ | ||||||||||||
Caris HealthCare, L.P. ("Caris")
Our most significant equity method investment is a
| Six Months Ended June 30 | ||||||
|
| 2020 | 2019 | ||||
| Net revenue | $ | | $ | | ||
| Expenses | | | ||||
| Net income | $ | | $ | | ||
Gains on Acquisitions of Equity Method Investments
Effective February 27, 2020, the Company expanded its controlled operations through an acquisition of the remaining ownership interest of a 166-bed skilled nursing facility in Knoxville, Tennessee. We previously held a
Upon acquiring the remaining ownership interest, the Company recorded and increased its previously held equity interest up to fair value as of the acquisition date. This remeasurement of our equity interest at fair value resulted in a gain of $
Effective June 1, 2019, the Company expanded its controlled operations through an acquisition of the remaining ownership interest of a 60-bed memory care facility in St. Peters, Missouri. We previously held a noncontrolling interest in the facility and accounted for the investment as an equity method investment. The operating results of the business have been included in the accompanying interim condensed consolidated financial statements since the remaining ownership interest acquisition date.
Upon acquiring the remaining ownership interest, the Company recorded and increased its previously held equity interest up to fair value as of the acquisition date. This remeasurement of our equity interest at fair value resulted in a gain of $
Note 7 – Business Segments
The Company has
The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. For additional information on these reportable segments see Note 2 – Summary of Significant Accounting Policies.
The Company’s CODM evaluates performance and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.
The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):
| Three Months Ended June 30, 2020 | ||||||||||||||||
| Inpatient | Homecare | All Other | Total | |||||||||||||
| Revenues and grant income: | ||||||||||||||||
| Net patient revenues | $ | $ | $ | $ | ||||||||||||
| Other revenues | ||||||||||||||||
| Government stimulus income | ||||||||||||||||
| Net operating revenues and grant income | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||
| Other operating | ||||||||||||||||
| Rent | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Non-operating income | ||||||||||||||||
| Unrealized gains on marketable equity securities | ||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||
| Three Months Ended June 30, 2019 | ||||||||||||||||
| Inpatient | Homecare | All Other | Total | |||||||||||||
| Revenues: | ||||||||||||||||
| Net patient revenues | $ | $ | $ | $ | ||||||||||||
| Other revenues | ||||||||||||||||
| Net operating revenues | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||
| Other operating | ||||||||||||||||
| Rent | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Non-operating income | ||||||||||||||||
| Unrealized losses on marketable equity securities | ( | ) | ( | ) | ||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||
| Six Months Ended June 30, 2020 | ||||||||||||||||
| Inpatient | Homecare | All Other | Total | |||||||||||||
| Revenues and grant income: | ||||||||||||||||
| Net patient revenues | $ | $ | $ | $ | ||||||||||||
| Other revenues | ||||||||||||||||
| Government stimulus income | ||||||||||||||||
| Net operating revenues and grant income | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||
| Other operating | ||||||||||||||||
| Rent | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Non-operating income | ||||||||||||||||
| Unrealized losses on marketable equity securities | ( | ) | ( | ) | ||||||||||||
| Income (loss) before income taxes | $ | $ | $ | ( | ) | $ | ||||||||||
| Six Months Ended June 30, 2019 | ||||||||||||||||
| (As Adjusted) | Inpatient | Homecare | All Other | Total | ||||||||||||
| Revenues: | ||||||||||||||||
| Net patient revenues | $ | $ | $ | $ | ||||||||||||
| Other revenues | ||||||||||||||||
| Net operating revenues | ||||||||||||||||
| Costs and expenses: | ||||||||||||||||
| Salaries, wages, and benefits | ||||||||||||||||
| Other operating | ||||||||||||||||
| Rent | ||||||||||||||||
| Depreciation and amortization | ||||||||||||||||
| Interest | ||||||||||||||||
| Total costs and expenses | ||||||||||||||||
| Income (loss) from operations | ( | ) | ||||||||||||||
| Non-operating income | ||||||||||||||||
| Unrealized gains on marketable equity securities | ||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | ||||||||||||
Note 8 – Long-Term Leases
Operating Leases
At June 30, 2020, we leased from NHI the real property of
Finance Leases
At June 30, 2020, we leased and operated senior healthcare facilities in the state of Missouri under 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 -year lease with –year renewal options. Under the terms of the leases, base rent totals $
Minimum Lease Payments
The following table summarizes the maturity of our finance and operating lease liabilities as of June 30, 2020 (in thousands):
| Finance Leases | Operating Leases | |||||||
| 2020 | $ | $ | ||||||
| 2021 | ||||||||
| 2022 | ||||||||
| 2023 | ||||||||
| 2024 | ||||||||
| Thereafter | ||||||||
| Total minimum lease payments | ||||||||
| Less: amounts representing interest | ( | ) | ( | ) | ||||
| Present value of future minimum lease payments | ||||||||
| Less: current portion | ( | ) | ( | ) | ||||
| Noncurrent lease liabilities | $ | $ | ||||||
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 June 30 | Six Months Ended June 30 | |||||||||||||||
| 2020 | 2019 | 2020 | 2019 | |||||||||||||
| Basic: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Net income attributable to National HealthCare Corporation | $ | $ | $ | $ | ||||||||||||
| Earnings per common share, basic | $ | $ | $ | $ | ||||||||||||
| Diluted: | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Effects of dilutive instruments | ||||||||||||||||
| Weighted average common shares outstanding | ||||||||||||||||
| Net income attributable to National HealthCare Corporation | $ | $ | $ | $ | ||||||||||||
| Earnings per common share, diluted | $ | $ | $ | $ | ||||||||||||
In the above table, options to purchase
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 and restricted marketable securities consist of the following (in thousands):
| June 30, 2020 | December 31, 2019 | |||||||||||||||
| Amortized Cost | Fair Value | Amortized Cost | Fair Value | |||||||||||||
| Investments available for sale: | ||||||||||||||||
| Marketable equity securities | $ | $ | $ | $ | ||||||||||||
| Restricted investments available for sale: | ||||||||||||||||
| Corporate debt securities | ||||||||||||||||
| Asset-based securities | ||||||||||||||||
| U.S. Treasury securities | ||||||||||||||||
| State and municipal securities | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Included in the marketable equity securities are the following (in thousands, except share amounts):
| June 30, 2020 | December 31, 2019 | |||||||||||||||||||||||
| Shares | Cost | Fair Value | Shares | Cost | Fair Value | |||||||||||||||||||
| NHI Common Stock | $ | $ | $ | $ | ||||||||||||||||||||
The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands):
| June 30, 2020 | December 31, 2019 | |||||||||||||||
| Cost | Fair Value | Cost | Fair Value | |||||||||||||
| Maturities: | ||||||||||||||||
| Within 1 year | $ | $ | $ | $ | ||||||||||||
| 1 to 5 years | ||||||||||||||||
| 6 to 10 years | ||||||||||||||||
| Over 10 years | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
Gross unrealized gains related to marketable equity securities are $
Gross unrealized gains related to available for sale marketable debt securities are $
The Company has recognized any credit related impairments for the six months ending June 30, 2020 and 2019.
For the marketable securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities.
Proceeds from the sale of available for sale marketable debt securities during the six months ended June 30, 2020 and 2019 were $
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. |
A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
The following table summarizes fair value measurements by level at June 30, 2020 and December 31, 2019 for assets and liabilities measured at fair value on a recurring basis (in thousands):
| Fair Value Measurements Using | ||||||||||||||||
| June 30, 2020 | Fair Value | Quoted Prices Active For Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | – | |||||||||||
| Restricted cash and cash equivalents | – | |||||||||||||||
| Marketable equity securities | – | |||||||||||||||
| Corporate debt securities | – | |||||||||||||||
| Mortgage–backed securities | – | |||||||||||||||
| U.S. Treasury securities | – | |||||||||||||||
| State and municipal securities | – | |||||||||||||||
| Total financial assets | $ | $ | $ | $ | – | |||||||||||
| Fair Value Measurements Using | ||||||||||||||||
| December 31, 2019 | Fair Value | Quoted Prices Active For Identical Assets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||
| Cash and cash equivalents | $ | $ | $ | $ | – | |||||||||||
| Restricted cash and cash equivalents | – | |||||||||||||||
| Marketable equity securities | – | |||||||||||||||
| Corporate debt securities | – | |||||||||||||||
| Asset - backed securities | – | |||||||||||||||
| U.S. Treasury securities | – | |||||||||||||||
| State and municipal securities | – | |||||||||||||||
| Total financial assets | $ | $ | $ | $ | – | |||||||||||
Note 12 – Long–Term Debt
Long–term debt consists of the following (dollars in thousands):
| Weighted Average Interest Rate | Maturity | June 30, 2020 | December 31, 2019 | |||||||||||||
| Variable | ||||||||||||||||
| Credit facility, interest payable monthly | $ | $ | ||||||||||||||
| Less current portion | ( | ) | ||||||||||||||
| Total long-term debt | $ | $ | ||||||||||||||
As of June 30, 2020, the available borrowing capacity for the credit facility is $
Note 13 - Stock Repurchase Program
In August 2019, the Board of Directors authorized a common stock purchase program. The program will allow for repurchases of up to $
Note 14 – Stock–Based 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 $
At June 30, 2020, the Company had $
Stock Options
The following table summarizes the significant assumptions used to value the options granted for the six months ended June 30, 2020 and for the year ended December 31, 2019.
| June 30, 2020 | December 31, | |||||||
| Risk–free interest rate | ||||||||
| Expected volatility | ||||||||
| Expected life, in years | ||||||||
| Expected dividend yield | ||||||||
The following table summarizes our outstanding stock options for the six months ended June 30, 2020 and for the year ended December 31, 2019.
| Number of Shares | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Options outstanding at January 1, 2019 | $ | $ | – | |||||||||
| Options granted | – | |||||||||||
| Options exercised | ( | ) | – | |||||||||
| Options cancelled | ( | ) | – | |||||||||
| Options outstanding at December 31, 2019 | – | |||||||||||
| Options granted | – | |||||||||||
| Options exercised | ( | ) | – | |||||||||
| Options cancelled | ( | ) | ||||||||||
| Options outstanding at June 30, 2020 | $ | $ | ||||||||||
| Options exercisable at June 30, 2020 | $ | $ | ||||||||||
| Options Outstanding June 30, 2020 | Exercise Prices | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | |||||||||||
| $ | - | $ | ||||||||||||
| $ | - | $ | ||||||||||||
Note 15 – Income Taxes
The income tax provision for the three months ended June 30, 2020 is $
The income tax provision for the six months ended June 30, 2020 was $
Interest and penalties expense related to U.S. federal and state income tax returns are included within income tax expense.
The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2016 (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 $
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.
Nutritional Support Services, L.P., Qui Tam Litigation
On June 19, 2018, a First Amended Complaint was filed naming Nutritional Support Services, L.P. (“NSS”), a wholly owned subsidiary of the Company, as a defendant in the action captioned U.S. ex rel. McClain v. Nutritional Support Services, L.P., No. 6:17-cv-2608-AMQ (D.S.C.), which was filed in the United States District Court for the District of South Carolina (the "Court"). The action alleges that NSS violated the False Claims Act by reporting a National Drug Code (“NDC”) number that did not correspond to the NDC for dispensed prescriptions. The plaintiffs were seeking unspecified damages. On April 16, 2018, the United States filed a Notice of Election to Decline Intervention with respect to the allegations asserted in this action. On March 14, 2020, the Court entered an Order granting the Defendant’s Motion to Dismiss. On May 6, 2020, the Court entered a Final Judgment dismissing the case.
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.
| 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.
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:
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national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials; |
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the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; |
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changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries; |
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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); |
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the uncertainty of the extent, duration and effects of the COVID-19 pandemic and the response of governments |
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the ability to attract and retain qualified personnel; |
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the availability and terms of capital to fund acquisitions and capital improvements; |
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the ability to refinance existing debt on favorable terms; |
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the competitive environment in which we operate; |
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the ability to maintain and increase census levels; and |
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See the notes to the quarterly financial statements, and “Item 1. Business” in our 2019 Annual Report on Form 10–K for a discussion of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. This may be found on our web site at www.nhccare.com. You should carefully consider these risks before making any investment in the Company. These risks and uncertainties are not the only ones facing us. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our shares of stock could decline, and you may lose all or part of your investment. Given these risks and uncertainties, we can give no assurances that these forward–looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them.
Overview
National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. We operate or manage, through certain affiliates, 76 skilled nursing facilities with a total of 9,633 licensed beds, 24 assisted living facilities, five independent living facilities, one behavioral health hospital and 35 homecare programs. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. We also have a non-controlling ownership interest in a hospice care business that services NHC owned health care centers and others. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 10 states and are located primarily in the southeastern United States.
Impact of COVID-19
In early March 2020, COVID-19, a disease caused by the novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. The COVID-19 virus has spread rapidly, with every state in the United States (“U.S.”) having confirmed cases. The rapid spread has resulted in authorities around the U.S. implementing various measures to contain the virus, such as quarantines, shelter-in-place orders and business shutdowns. The pandemic and these containment measures have had, and are expected to continue to have, an adverse impact on the Company's results of operations.
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 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. The financial results for the three months ended June 30, 2020 were significantly impacted by COVID-19 with census in our skilled nursing facilities dropping to 84.3%, while we also incurred significantly increased operating expenses. Since the first week of March, our census has declined due to the lack of new admissions from our acute care providers and referral partners. Our operating expenses have also increased with incentive compensation being paid to our frontline partners, as well as increased costs of personal protective equipment (“PPE”), sanitizers and cleaning supplies, COVID-19 testing of our patients and partners, and food and dietary products. Besides the incentive compensation being paid to our tireless partners on the frontlines, we continue to take every possible action to support our partners with free meals on their shifts, a one-month health insurance premium holiday in April, as well as extended paid sick leave days. Despite COVID-19 disrupting operations, our capital and financial resources, including our overall liquidity, remain strong. Our liquidity and low debt levels provide us with significant flexibility to maintain the strength of our balance sheet in periods of uncertainty or stress.
At this time, we are not able to quantify the impact that the COVID-19 pandemic will have on our financial results during 2020 and beyond, but we expect the developments related to COVID-19 to adversely affect our financial performance in 2020. The ultimate impact of the pandemic on our financial results will depend on, among other factors, the duration and severity of the pandemic, the volume of acute and post-acute healthcare patients cared for across the broader health care systems, the timing and availability of effective medical treatments and vaccines, and the impact of government actions and administrative regulations on our industry and broader economy, including future government stimulus efforts. We have received and may continue to receive payments and advances from the various federal and state initiatives. These legislative initiatives have been beneficial to partially mitigate the impact of the COVID-19 pandemic on our results of operations and financial position to date. The federal and state governments may consider additional stimulus and relief efforts, but we are unable to predict whether any of the additional stimulus measures will be enacted or their impact.
Legislation and Government Stimulus Due to COVID-19
The U.S. government enacted several laws beginning in March 2020 designed to help the nation respond to the COVID-19 pandemic. The new laws impact healthcare providers in a variety of ways, but the largest legislation from a monetary relief perspective is the CARES Act. The CARES Act provided $2.2 trillion of economy-wide financial stimulus in the form of financial aid to individuals, businesses, nonprofits, states and municipalities. The CARES Act originally appropriated $100 billion to establish the Public Health and Social Services Emergency Fund, which is referred to as the Provider Relief Fund. The Provider Relief Fund is administered through grants and other mechanisms to skilled nursing providers, home health providers, hospitals, and other Medicare and Medicaid enrolled providers to cover any unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID-19. On April 24, 2020, another $75 billion was added to the Provider Relief Fund by the Paycheck Protection Program and Health Care Enactment Act, bringing the total amount appropriated in the fund to $175 billion.
During the second quarter of 2020, we received three disbursements from the Provider Relief Fund which totaled $43,942,000. These funds came with terms and condition certifications in which all providers are required to submit documents to ensure the funds will be used for healthcare-related expenses or lost revenue attributable to COVID-19. Of the $43,942,000 of funds received, the Company recorded $24,648,000 of income related to these funds during the three months ended June 30, 2020. This $24,648,000 is reflected within government stimulus income in the interim condensed consolidated statements of operations. As of June 30, 2020, amounts not recognized as income are approximately $19,294,000 and are reflected in the current liability section of our interim condensed consolidated balance sheet (provider relief funds). We anticipate incurring additional COVID-19 related expenses and lost revenues in the future; therefore, at this time, we believe that we will fully utilize the remaining $19,294,000 million of provider relief funds before the end of the pandemic.
As part of the CARES Act, the legislation included an expansion of the Medicare Accelerated and Advance Payment Program. The expanded Medicare Accelerated and Advance Payment Program is a streamlined version of existing policy that allows the Medicare Administrative Contractors (“MAC’s”) to issue up to three months of advance Medicare payments to help increase cash flow and liquidity to Medicare Part A and Part B providers in certain circumstances that include national emergencies. We received approximately $51 million as part of this program. These funds will begin to be applied against claims for services provided to Medicare patients after approximately 120 days from the date we received the funds. The payback period will be for approximately 90 days; therefore, any remaining unapplied accelerated payment proceeds will be repaid within 210 days. Application to claims of the accelerated payments received by the Company is currently expected to begin in August 2020. As of June 30, 2020, the accelerated payments are reflected within contract liabilities in the interim condensed consolidated balance sheets as the related performance obligations have not been completed.
The CARES Act temporarily suspended Medicare sequestration beginning May 1, 2020 through December 31, 2020. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. The CARES Act extends the sequestration policy through 2030 in exchange for this temporary suspension. We expect our net patient revenues to increase by approximately $2,600,000 in 2020 (2nd, 3rd, and 4th quarter impact) due to sequestration being temporarily suspended for the eight-month period.
The CARES Act also temporarily permits 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 be 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. Currently, we expect the deferral of these payroll taxes to improve our liquidity and cash available for operations during 2020 by approximately $21 million to $26 million, or $7 million to $8.5 million per quarter (2nd, 3rd, and 4th quarter impact). At June 30, 2020, we have deferred $7.7 million of social security taxes.
We have also received from many of the states in which we operate a supplemental Medicaid payment to help mitigate the incremental costs resulting from the COVID-19 public health emergency. At this time, we expect our net patient revenues to increase by approximately $11,000,000 in 2020 due to these supplemental Medicaid payments. For the three months and six months ended June 30, 2020, we have recorded $3,859,000 and $5,532,000, respectively, in net patient revenues in our interim condensed consolidated statements of operations for these supplemental Medicaid payments.
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 six months ending June 30, 2020 was 87.9% compared to 90.4% for the same period a year ago. Although our census was strong for most of the first quarter of 2020, during the second half of March, our census began to decline due to COVID-19 and the lack of new admissions from our acute care providers and referral partners. For the three months ended June 30, 2020, overall census in our owned and leased skilled nursing facilities was 84.3% compared to 90.5% in the second quarter of 2019.
With the average length of stay decreasing for a skilled nursing patient, as well as the increased availability of assisted living facilities and home and community-based services, the challenge of maintaining desirable patient census levels has been amplified. Management has undertaken a number of steps in order to best position our current and future health care facilities. This includes working internally to examine and improve systems to be most responsive to referral sources and payors. Additionally, NHC is in various stages of partnerships with hospital systems, payors, and other post–acute alliances to better position ourselves so we are an active participant in the delivery of post-acute healthcare services.
Quality of Patient Care
CMS introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare skilled nursing facilities more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating ranging between one and five stars in various categories (five stars being the best). The Company has always strived for patient-centered care and quality outcomes as precursors to outstanding financial performance.
The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of June 30, 2020:
| NHC Ratings |
Industry Ratings |
|||||||
| Total number of skilled nursing facilities, end of period |
76 | |||||||
| Number of 4 and 5-star rated skilled nursing facilities |
53 | |||||||
| Percentage of 4 and 5-star rated skilled nursing facilities |
70% | 45% | ||||||
| Average rating for all skilled nursing facilities, end of period |
4.00 | 3.16 | ||||||
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 |
| Memory Care |
|
New Facility |
|
60 beds |
|
Farragut, TN |
|
January, 2019 |
| Memory Care |
|
Acquisition |
|
60 beds |
|
St. Peters, MO |
|
June, 2019 |
| Skilled Nursing |
|
Acquisition |
|
166 beds |
|
Knoxville, TN |
|
February, 2020 |
| Assisted Living |
|
Bed Addition |
|
20 beds |
|
Gallatin, TN |
|
Under Construction |
| Skilled Nursing |
Bed Addition |
30 beds |
Kingsport, TN |
Under Construction |
Accrued Risk Reserves
Our accrued professional liability and workers’ compensation reserves totaled $105,008,000 at June 30, 2020 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 October 1, 2019, the new case-mix reimbursement model of Patient Driven Payment Model ("PDPM") became effective. Under PDPM, the payment to skilled nursing facilities is based heavily on the patient's condition rather than specific services provided by each skilled nursing facility. CMS' fiscal year 2020 final rule provided for an approximate net 2.4% increase, or $851 million, compared to the fiscal year 2019 levels.
The CARES Act temporarily suspended Medicare sequestration beginning May 1, 2020 through December 31, 2020. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. The CARES Act extends the sequestration policy through 2030 in exchange for this temporary suspension. We expect our net patient revenues to increase by approximately $2,600,000 in 2020 (2nd, 3rd, and 4th quarter impact) due to sequestration being temporarily suspended for the eight-month period.
For the first six months of 2020, our average Medicare per diem rate for skilled nursing facilities increased 10.9% as compared to the same period in 2019.
On July 31, 2020, CMS released its final rule outlining fiscal year 2021 Medicare payment rates and policy changes for skilled nursing facilities, which will begin October 1, 2020. The fiscal year 2021 final rule provided for an approximate 2.2% increase, or $750 million, compared to fiscal year 2020 levels. This included a 2.2% market-basket update, adjusted by a 0.0% productivity adjustment. The final rule continues to reflect the commitment to shifting Medicare payments from volume to value, with the continued implementation of PDPM and value-based purchasing to improve interoperability, operational quality, and safety.
Medicaid – Skilled Nursing Facilities
Effective July 1, 2020 and for the fiscal year 2021, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2021 fiscal year will be approximately $2,000,000, or $500,000 per quarter. Effective July 1, 2019 and for the fiscal year 2020, the state of Tennessee implemented specific individual nursing facility rate increases. The resulting increase in revenue for the 2020 fiscal year was approximately $1,280,000 annually, or $320,000 per quarter.
Effective October 1, 2019 and for the fiscal year 2020, South Carolina implemented specific individual nursing facility rate changes. The resulting increase in revenue for the 2020 fiscal year was approximately $2,012,000 annually, or $503,000 per quarter.
We have also received from many of the states in which we operate a supplemental Medicaid payment to help mitigate the incremental costs resulting from the COVID-19 public health emergency. At this time, we expect our net patient revenues to increase by approximately $11,000,000 in 2020 due to these supplemental Medicaid payments. For the three months and six months ended June 30, 2020, we have recorded $3,859,000 and $5,532,000, respectively, in net patient revenues in our interim condensed consolidated statements of operations for these supplemental Medicaid payments.
For the first six months of 2020, our average Medicaid per diem increased 4.6% compared to the same period in 2019.
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 2019, CMS released a final rule that sets forth the implementation of the PDGM and a 30-day unit of payment as mandated by the Bipartisan Budget Act of 2018 (“BBA”). CMS projects payments to home health agencies in fiscal year 2020 will increase in aggregate by 1.3%, or $250 million, based on proposed policies. The increase reflects the 1.5% home health payment update percentage as mandated by the BBA and a 0.2% decrease in aggregate payments due to reductions made by the new rural add-on policy, also mandated by the BBA.
In June 2020, CMS released its proposed rule outlining fiscal year 2021 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2021 will increase in aggregate by 2.6%, or $540 million, based on proposed policies. The increase reflects the effects of the 2.7% home health payment update percentage and a 0.1% decrease due to reductions made by the rural add-on policy. This Rule also includes a provision to make permanent the regulatory changes related to telecommunication technologies in providing care under the Medicare home health benefit beyond the expiration of the COVID-19 public health emergency.
Segment Reporting
The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and our behavioral health hospital; and (2) homecare services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources.
The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. For additional information on these reportable segments see Note 2 – Summary of Significant Accounting Policies.
The Company’s CODM evaluates performance and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.
The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):
| Three Months Ended June 30, 2020 |
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| Inpatient |
Homecare |
All Other |
Total |
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| Revenues and grant income: |
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| Net patient revenues |
$ | 214,387 | $ | 11,284 | $ | - | $ | 225,671 | ||||||||
| Other revenues |
127 | - | 11,196 | 11,323 | ||||||||||||
| Government stimulus income |
22,622 | 2,026 | - | 24,648 | ||||||||||||
| Net operating revenues and grant income |
237,136 | 13,310 | 11,196 | 261,642 | ||||||||||||
| Costs and expenses: |
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| Salaries, wages, and benefits |
136,380 | 7,963 | 12,571 | 156,914 | ||||||||||||
| Other operating |
63,999 | 4,342 | 2,520 | 70,861 | ||||||||||||
| Rent |
8,380 | 446 | 1,494 | 10,320 | ||||||||||||
| Depreciation and amortization |
9,626 | 106 | 813 | 10,545 | ||||||||||||
| Interest |
366 | - | 87 | 453 | ||||||||||||
| Total costs and expenses |
218,751 | 12,857 | 17,485 | 249,093 | ||||||||||||
| Income (loss) from operations |
18,385 | 453 | (6,289 | ) | 12,549 | |||||||||||
| Non-operating income |
- | - | 5,954 | 5,954 | ||||||||||||
| Unrealized gains on marketable equity securities |
- | - | 20,053 | 20,053 | ||||||||||||
| Income before income taxes |
$ | 18,385 | $ | 453 | $ | 19,718 | $ | 38,556 | ||||||||
| Three Months Ended June 30, 2019 |
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| Inpatient |
Homecare |
All Other |
Total |
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| Revenues: |
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| Net patient revenues |
$ | 220,887 | $ | 14,377 | $ | - | $ | 235,264 | ||||||||
| Other revenues |
242 | - | 11,645 | 11,887 | ||||||||||||
| Net operating revenues |
221,129 | 14,377 | 11,645 | 247,151 | ||||||||||||
| Costs and expenses: |
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| Salaries, wages, and benefits |
130,720 | 8,480 | 8,678 | 147,878 | ||||||||||||
| Other operating |
60,172 | 4,674 | 2,752 | 67,598 | ||||||||||||
| Rent |
8,229 | 489 | 1,479 | 10,197 | ||||||||||||
| Depreciation and amortization |
9,471 | 61 | 803 | 10,335 | ||||||||||||
| Interest |
319 | - | 635 | 954 | ||||||||||||
| Total costs and expenses |
208,911 | 13,704 | 14,347 | 236,962 | ||||||||||||
| Income (loss) from operations |
12,218 | 673 | (2,702 | ) | 10,189 | |||||||||||
| Non-operating income |
- | - | 8,272 | 8,272 | ||||||||||||
| Unrealized losses on marketable equity securities |
- | - | (54 | ) | (54 | ) | ||||||||||
| Income before income taxes |
$ | 12,218 | $ | 673 | $ | 5,516 | $ | 18,407 | ||||||||
| Six Months Ended June 30, 2020 |
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| Inpatient |
Homecare |
All Other |
Total |
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| Revenues and grant income: |
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| Net patient revenues |
$ | 445,374 | $ | 24,392 | $ | - | $ | 469,766 | ||||||||
| Other revenues |
561 | - | 22,791 | 23,352 | ||||||||||||
| Government stimulus income |
22,622 | 2,026 | - | 24,648 | ||||||||||||
| Net operating revenues and grant income |
468,557 | 26,418 | 22,791 | 517,766 | ||||||||||||
| Costs and expenses: |
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| Salaries, wages, and benefits |
271,595 | 16,279 | 16,509 | 304,383 | ||||||||||||
| Other operating |
129,104 | 8,161 | 5,264 | 142,529 | ||||||||||||
| Rent |
16,757 | 903 | 2,992 | 20,652 | ||||||||||||
| Depreciation and amortization |
19,197 | 160 | 1,626 | 20,983 | ||||||||||||
| Interest |
748 | - | 117 | 865 | ||||||||||||
| Total costs and expenses |
437,401 | 25,503 | 26,508 | 489,412 | ||||||||||||
| Income (loss) from operations |
31,156 | 915 | (3,717 | ) | 28,354 | |||||||||||
| Non-operating income |
- | - | 14,100 | 14,100 | ||||||||||||
| Unrealized losses on marketable equity securities |
- | - | (40,339 | ) | (40,339 | ) | ||||||||||
| Income (loss) before income taxes |
$ | 31,156 | $ | 915 | $ | (29,956 | ) | $ | 2,115 | |||||||
| Six Months Ended June 30, 2019 |
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| (As Adjusted) |
Inpatient |
Homecare |
All Other |
Total |
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| Revenues: |
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| Net patient revenues |
$ | 442,521 | $ | 28,854 | $ | - | $ | 471,375 | ||||||||
| Other revenues |
473 | - | 23,588 | 24,061 | ||||||||||||
| Net operating revenues |
442,994 | 28,854 | 23,588 | 495,436 | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Salaries, wages, and benefits |
259,778 | 16,880 | 12,608 | 289,266 | ||||||||||||
| Other operating |
122,801 | 8,926 | 5,303 | 137,030 | ||||||||||||
| Rent |
16,520 | 951 | 2,964 | 20,435 | ||||||||||||
| Depreciation and amortization |
19,124 | 122 | 1,606 | 20,852 | ||||||||||||
| Interest |
668 | - | 1,212 | 1,880 | ||||||||||||
| Total costs and expenses |
418,891 | 26,879 | 23,693 | 469,463 | ||||||||||||
| Income (loss) from operations |
24,103 | 1,975 | (105 | ) | 25,973 | |||||||||||
| Non-operating income |
- | - | 14,273 | 14,273 | ||||||||||||
| Unrealized gains on marketable equity securities |
- | - | 6,784 | 6,784 | ||||||||||||
| Income before income taxes |
$ | 24,103 | $ | 1,975 | $ | 20,952 | $ | 47,030 | ||||||||
Non-GAAP Financial Presentation
The Company is providing certain non-GAAP financial measures as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company’s operations and measure the Company’s performance more consistently across periods. Therefore, the Company believes this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.
Specifically, the Company believes the presentation of non-GAAP financial information that excludes the unrealized gains or losses on our marketable equity securities, operating results for the newly constructed healthcare facilities not at full capacity, share-based compensation expense, and any gains on the acquisitions of equity method investments is helpful in allowing investors to more accurately access the Company’s operations.
The operating results for the newly constructed healthcare facilities not at full capacity for the six months ended June 30, 2020 include facilities that began operations from 2018 to 2020, which is one memory care facility. For the six months ended June 30, 2019, included are facilities that began operations from 2017 to 2019, which is one skilled nursing facility, two assisted living facilities, and 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 June 30 |
Six Months Ended June 30 |
|||||||||||||||
| 2020 |
2019 |
2020 |
2019 |
|||||||||||||
| Net income attributable to National Healthcare Corporation |
$ | 28,324 | $ | 13,711 | $ | 1,472 | $ | 34,980 | ||||||||
| Non-GAAP adjustments |
||||||||||||||||
| Unrealized (gains)/losses on marketable equity securities |
(20,053 | ) | 54 | 40,339 | (6,784 | ) | ||||||||||
| Gain on acquisition of equity method investment |
- | (1,975 | ) | (1,708 | ) | (1,975 | ) | |||||||||
| Operating results for newly opened facilities not at full capacity |
112 | 137 | 314 | 731 | ||||||||||||
| Share-based compensation expense |
823 | 684 | 1,289 | 1,108 | ||||||||||||
| Provision (benefit) of income taxes on non-GAAP adjustments |
4,971 | 284 | (10,461 | ) | 1,785 | |||||||||||
| Non-GAAP Net income |
$ | 14,177 | $ | 12,895 | $ | 31,245 | $ | 29,845 | ||||||||
| GAAP diluted earnings per share |
$ | 1.84 | $ | 0.89 | $ | 0.10 | $ | 2.28 | ||||||||
| Non-GAAP adjustments |
||||||||||||||||
| Unrealized (gains)/losses on marketable equity securities |
(0.97 | ) | - | 1.94 | (0.34 | ) | ||||||||||
| Gain on acquisition of equity method investment |
- | (0.09 | ) | (0.08 | ) | (0.09 | ) | |||||||||
| Operating results for newly opened facilities not at full capacity |
0.01 | 0.01 | 0.02 | 0.04 | ||||||||||||
| Share-based compensation expense |
0.04 | 0.03 | 0.05 | 0.05 | ||||||||||||
| Non-GAAP diluted earnings per share |
$ | 0.92 | $ | 0.84 | $ | 2.03 | $ | 1.94 | ||||||||
Results of Operations
The following table and discussion set forth items from the interim condensed consolidated statements of operations as a percentage of net operating revenues and grant income for the three months and six months ended June 30, 2020 and 2019.
Percentage of Net Operating Revenues and Grant Income
| Three Months Ended |
Six Months Ended June 30 |
|||||||||||||||
| 2020 |
2019 |
2020 |
2019 |
|||||||||||||
| Net operating revenues and grant income: |
100.0 | % | 100.0 | % | 100 | % | 100 | % | ||||||||
| Costs and expenses: |
||||||||||||||||
| Salaries, wages, and benefits |
60.0 | 59.8 | 58.8 | 58.4 | ||||||||||||
| Other operating |
27.1 | 27.4 | 27.5 | 27.7 | ||||||||||||
| Facility rent |
3.9 | 4.1 | 4.0 | 4.1 | ||||||||||||
| Depreciation and amortization |
4.0 | 4.2 | 4.0 | 4.2 | ||||||||||||
| Interest |
0.2 | 0.4 | 0.2 | 0.4 | ||||||||||||
| Total costs and expenses |
95.2 | 95.9 | 94.5 | 94.8 | ||||||||||||
| Income from operations |
4.8 | 4.1 | 5.5 | 5.2 | ||||||||||||
| Non–operating income |
2.2 | 3.3 | 2.7 | 2.9 | ||||||||||||
| Unrealized gains/(losses) on marketable equity securities |
7.7 | 0.0 | (7.8 | ) | 1.4 | |||||||||||
| Income before income taxes |
14.7 | 7.4 | 0.4 | 9.5 | ||||||||||||
| Income tax provision |
(3.8 | ) | (1.9 | ) | (0.1 | ) | (2.4 | ) | ||||||||
| Net income |
10.9 | 5.5 | 0.3 | 7.1 | ||||||||||||
| Net (income)/loss attributable to noncontrolling interest |
(0.1 | ) | 0.0 | 0.0 | 0.0 | |||||||||||
| Net income attributable to stockholders of NHC |
10.8 | 5.5 | 0.3 | 7.1 | ||||||||||||
Three Months Ended June 30, 2020 Compared to Three Months Ended June 30, 2019
Results for the quarter ended June 30, 2020 compared to the second quarter of 2019 include a 5.9% increase in net operating revenues and grant income and a 23.2% increase in income from operations. Excluding the grant income recorded during the second quarter of 2020, net operating revenues decreased 4.1% compared to the second quarter of 2019. Excluding the unrealized gains in our marketable equity securities portfolio and the other non-GAAP adjustments, non-GAAP net income for the three months ended June 30, 2020 was $14,177,000 compared to $12,895,000 for the second quarter of 2019, which is an increase of 9.9%.
Net operating revenues and grant income
Net patient revenues decreased $9,593,000, or 4.1%, compared to the same period last year.
The total census at owned and leased skilled nursing facilities for the quarter averaged 84.3%, compared to an average of 90.5% for the same quarter a year ago. The decline in census is due to COVID-19 and the lack of new admissions from our acute care providers and referral partners. Our Medicare per diem rates increased 12.3% and managed care per diem rates increased 3.0% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 6.6% and 0.8%, respectively, compared to the same quarter a year ago. Overall, the composite skilled nursing facility per diem at our owned and leased skilled nursing facilities increased 3.1% compared to the same quarter a year ago.
Our Medicare per diem rates have benefited from the new case-mix reimbursement model of PDPM, which was implemented on October 1, 2019. The CARES Act also temporarily suspended Medicare sequestration beginning May 1, 2020 through December 31, 2020. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. Our Medicaid per diem rates have benefited from many of the states paying a supplemental Medicaid payment to help mitigate the incremental costs resulting from the COVID-19 public health emergency. For the three months ended June 30, 2020, we have recorded $3,859,000 due to these supplemental Medicaid payments.
In February 2020, the Company acquired the remaining 75% ownership interest in a 166-bed skilled nursing facility in Knoxville, Tennessee. For the three months ended June 30, 2020, this skilled nursing facility increased net patient revenues approximately $2,958,000 compared to the second quarter of 2019.
Our homecare operations had a decline in net patient revenues of approximately $3,093,000 in the second quarter of 2020 compared to the second quarter of 2019. Our homecare net patient revenue decline was primarily due to volume declines related to COVID-19.
Other revenues decreased $564,000, or 4.7%, 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 June 30, 2020, we recorded $24.6 million 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 three months ended June 30, 2020 compared to the same period of 2019 increased $12,131,000, or 5.1%, to $249,093,000 from $236,962,000.
Salaries, wages, and benefits increased $9,036,000, or 6.1%, to $156,914,000 from $147,878,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 60.0% compared to 59.8% for the three months ended June 30, 2020 and 2019, respectively. The primary reason for salaries and wages increasing is due to the incentive compensation, or "combat pay", paid to our frontline partners in fighting the COVID-19 pandemic. We incurred approximately $5,895,000 in incentive compensation related to COVID-19 for the three months ended June 30, 2020 compared to the second quarter of 2019. For the three months ended June 30, 2020, we also incurred approximately $1,882,000 in salaries and wages from the skilled nursing facility that we acquired in February 2020, compared to the second quarter of 2019.
Other operating expenses increased $3,263,000, or 4.8%, to $70,861,000 for the 2020 period compared to $67,598,000 for the 2019 period. Other operating expenses as a percentage of net operating revenues and grant income was 27.1% and 27.4% for the three months ended June 30, 2020 and 2019, respectively. During the second quarter of 2020, we incurred approximately $5,682,000 in COVID-19 related expenses in purchasing personal protective equipment, nursing supplies, lab and testing supplies, food, and dietary supplies. Due to the impact of COVID-19 and our census declining, we have implemented, and continue to implement, a plan to minimize and control expenses within every department of our operations. These expense controlling efforts have helped mitigate the increase in other operating expenses due to COVID-19.
The decrease in interest expense is due from our long-term debt being paid off in the second quarter of 2020. At June 30, 2020, we have no outstanding balance on our credit facility.
Other income
Non–operating income decreased by $2,318,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements. The decrease in non-operating income is primarily due from the gain on the acquisition of an equity method investment made in the second quarter of 2019. In the prior year period, a gain of $1,975,000 was recorded on the acquisition of the remaining financial interest in a 60-bed memory care facility in St. Peters, Missouri. We previously held a 25% noncontrolling ownership interest and equity method investment in the facility. Upon acquiring the remaining 75% financial interest, we fair valued the business and our previously held equity position based upon the facility’s fair value.
Income taxes
The income tax provision for the three months ended June 30, 2020 is $10,034,000 (an effective income tax rate of 26.0%). Excluding nondeductible expenses, we expect our corporate income tax rate for 2020 to be approximately 26.0%.
Noncontrolling interest
The noncontrolling interest in subsidiaries is presented within total equity of the Company’s consolidated balance sheets. The company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.
Six Months Ended June 30, 2020 Compared to Six Months Ended June 30, 2019
Results for the six months ended June 30, 2020 compared to the first six months of 2019 include a 4.5% increase in net operating revenues and grant income and a 9.2% increase in income from operations. Excluding the grant income recorded for the six months ended June 30,2020, net operating revenues would have decreased 0.5% compared to the same six-month period in 2019. Excluding the unrealized gains in our marketable equity securities portfolio and the other non-GAAP adjustments, non-GAAP net income for the six months ended June 30, 2020 was $31,245,000 compared to $29,845,000 for the same period of 2019, which is an increase of 5.2%.
Net operating revenues and grant income
Net patient revenues decreased $1,609,000, or 0.3%, compared to the same period last year.
The total census at owned and leased skilled nursing facilities for the first six months of 2020 averaged 87.9% compared to an average of 90.4% for the same period a year ago. The decline in census is due to COVID-19 and the lack of new admissions from our acute care providers and referral partners. Our Medicare per diem rates increased 10.9% and managed care per diem rates increased 2.4% compared to the same period a year ago. Medicaid and private pay per diem rates increased 4.6% and 1.6%, respectively, compared to the same period a year ago. Overall, the composite skilled nursing facility per diem at our owned and leased skilled nursing facilities increased 2.8% compared to the same period a year ago.
Our Medicare per diem rates have benefited from the new case-mix reimbursement model of PDPM, which was implemented on October 1, 2019. The CARES Act also temporarily suspended Medicare sequestration beginning May 1, 2020 through December 31, 2020. The Medicare sequestration policy reduces fee-for-service Medicare payments by 2 percent. Since March 2020, our Medicaid per diem rates benefited from many of the states paying a supplemental Medicaid payment to help mitigate the incremental costs resulting from the COVID-19 public health emergency. For the six months ended June 30, 2020, we have recorded $5,532,000 due to these supplemental Medicaid payments.
In February 2020, the Company acquired the remaining 75% ownership interest in a 166-bed skilled nursing facility in Knoxville, Tennessee. For the six months ended June 30, 2020, this skilled nursing facility increased net patient revenues approximately $4,393,000 compared to the same period in the prior year.
Our homecare operations had a decline in net patient revenues of approximately $4,462,000 in the first six months of 2020 compared to the same period of 2019. Our homecare net patient revenue decline was primarily due to volume declines due to COVID-19.
Other revenues decreased $709,000, or 2.9%, compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.
During the six months ended June 30, 2020, we recorded $24.6 million in government stimulus income related to funds received from the Provider Relief Fund. See Note 3 - Coronavirus Pandemic for additional information.
Total costs and expenses
Total costs and expenses for the six months ended June 30, 2020 compared to the same period of 2019 increased $19,949,000 or 4.2%, to $489,412,000 from $469,463,000.
Salaries, wages, and benefits increased $15,117,000, or 5.2%, to $304,383,000 from $289,266,000. Salaries, wages, and benefits as a percentage of net operating revenues and grant income was 58.8% compared to 58.4% for the six months ended June 30, 2020 and 2019, respectively. The primary reason for salaries and wages increasing is due to the incentive compensation, or "combat pay", paid to our frontline partners in fighting the COVID-19 pandemic. We incurred approximately $6,714,000 in incentive compensation related to COVID-19 for the six months ended June 30, 2020 compared to the same period of 2019. For the six months ended June 30, 2020, we also incurred approximately $2,396,000 in salaries and wages from the skilled nursing facility that we acquired in February 2020, compared to the same period of 2019.
Other operating expenses increased $5,499,000, or 4.0%, to $142,529,000 for the 2020 period compared to $137,030,000 for the 2019 period. Other operating expenses as a percentage of net operating revenue was 27.5% and 27.7% for the six months ended June 30, 2020 and 2019. During the first six months of 2020, we incurred $6,630,000 in COVID-19 related expenses in purchasing personal protective equipment, nursing supplies, lab and testing supplies, food, and dietary supplies. Due to the impact of COVID-19 and our census declining since March 2020, we have implemented, and continue to implement, a plan to minimize and control expenses within every department of our operations. These expense controlling efforts have helped mitigate the increase in other operating expenses due to COVID-19.
The decrease in interest expense is due from our long-term debt being paid off in the second quarter of 2020. At June 30, 2020, we have no outstanding balance on our credit facility.
Other income
Non–operating income decreased by $173,000 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 provision for the six months ended June 30, 2020 is $409,000 (an effective income tax rate of 19.3%). Excluding nondeductible expenses, we expect our corporate income tax rate for 2020 to be approximately 26.0%.
Noncontrolling interest
The noncontrolling interest in a subsidiary is presented within total equity of the Company’s consolidated balance sheets. The company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.
Liquidity, Capital Resources, and Financial Condition
Our primary sources of cash include revenues from the operations of our healthcare and senior living facilities, management and accounting services, rental income, and investment income. Our primary uses of cash include salaries, wages and other operating costs of our healthcare and senior living facilities, the cost of additions to and acquisitions of real property, facility rent expenses, and dividend distributions. These sources and uses of cash are reflected in our interim condensed consolidated statements of cash flows and are discussed in further detail below.
The following is a summary of our sources and uses of cash flows (dollars in thousands):
| Six Months Ended June 30 |
Six Month Change |
|||||||||||||||
| 2020 |
2019 |
% |
||||||||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, at beginning of period |
$ | 61,010 | $ | 54,920 | $ | 6,090 | 11.1 | |||||||||
| Cash provided by operating activities |
154,727 | 39,172 | 115,555 | 295.0 | ||||||||||||
| Cash used in investing activities |
(18,567 | ) |
(11,370 | ) |
(7,197 | ) |
(63.3 | ) |
||||||||
| Cash used in financing activities |
(26,391 | ) |
(16,816 | ) |
(9,575 | ) |
(56.9 | ) |
||||||||
| Cash, cash equivalents, restricted cash, and restricted cash equivalents, at end of period |
$ | 170,779 | $ | 65,906 | $ | 104,873 | 159.1 | |||||||||
Operating Activities
Net cash provided by operating activities for the six months ended June 30, 2020 was $154,727,000 as compared to $39,172,000 in the same period last year. Cash provided by operating activities consisted of net income of $1,706,000 and adjustments for non–cash items of $43,933,000. There was cash provided by working capital in the amount of $102,187,000 for the six months ended June 30, 2020 compared to cash used for working capital needs in the amount of $8,044,000 for the same period a year ago. We also received cash distributions from our unconsolidated investments of $6,901,000 during the six months ended June 30, 2020, compared to $2,609,000 for the same period a year ago.
Included in cash provided by working capital is $50,992,000 of receipts from the Medicare Accelerated Payment Program, $19,294,000 of receipts related to the Provider Relief Fund that have not been recognized as income, and $7,705,000 of deferred employer social security taxes. All three of these working capital cash flow items were initiated by the CARES Act legislation.
Included in the adjustments for non-cash items are depreciation expense, equity in earnings of unconsolidated investments, unrealized gains/losses on our marketable equity securities, deferred taxes, stock compensation, and a gain on the acquisition of a 166-bed skilled nursing facility in Knoxville, Tennessee in which we previously held a noncontrolling ownership interest.
Investing Activities
Net cash used in investing activities totaled $18,567,000 for the six months ended June 30, 2020 compared to $11,370,000 for the six months ended June 30, 2019. Cash used for property and equipment additions was $12,517,000 and $13,989,000 for the six months ended June 30, 2020 and 2019, respectively. The acquisition of the 166-bed skilled nursing facility in Knoxville, Tennessee resulted in cash used of $6,648,000 for the six months ended June 30, 2020. The Company collected notes receivable of $1,139,000 and $660,000 for the six months ended June 30, 2020 and 2019, respectively. Sales of restricted marketable debt securities, net of purchases, resulted in positive cash flow of $69,000 and $23,216,000 for the six months ended June 30, 2020 and 2019, respectively.
Financing Activities
Net cash used in financing activities totaled $26,391,000 and $16,816,000 for the six months ending June 30, 2020 and 2019, respectively. Cash used for repayments on the Company’s credit facility has been a net of $10,000,000 for the six months ended June 30, 2020. We made repayments under our finance lease obligations in the amount of $2,052,000 and $1,932,000 for the six months ended June 30, 2020 and 2019, respectively. Cash used for dividend payments to common stockholders totaled $15,948,000 in the current year period compared to $15,275,000 for the same period a year ago. In the current period, $949,000 was provided by the issuance of common stock compared to $1,383,000 in the prior year period.
Short–term 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 $149,471,000, marketable equity securities of $112,114,000, and as needed, our borrowing capacity on the credit facility, are expected to be adequate to meet our contractual obligations, operating liquidity, and our growth and development plans in the next twelve months. We are currently evaluating various options regarding the upcoming maturity date of our credit facility. At this time, we believe we have sufficient liquidity to meet our short-term liquidity needs with or without an extension of the credit facility.
Long–term liquidity
We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $149,471,000, marketable equity securities of $112,114,000 and our borrowing capacity on the credit facility. We also have substantial value in our unencumbered real estate assets which could potentially be used as collateral in future borrowing opportunities.
At June 30, 2020, we do not have an outstanding balance on our credit facility; therefore, leaving $60,000,000 available for future borrowings. The maturity date on the credit facility is October 7, 2020. The credit facility is available for general corporate purposes, including working capital and acquisitions. We are currently evaluating various options regarding the upcoming maturity date of our credit facility.
Our ability to refinance the credit agreement, 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
Nutritional Support Services, L.P., Qui Tam Litigation
On June 19, 2018, a First Amended Complaint was filed naming Nutritional Support Services, L.P. (“NSS”), a wholly owned subsidiary of the Company, as a defendant in the action captioned U.S. ex rel. McClain v. Nutritional Support Services, L.P., No. 6:17-cv-2608-AMQ (D.S.C.), which was filed in the United States District Court for the District of South Carolina. The action alleges that NSS violated the False Claims Act by reporting a National Drug Code (“NDC”) number that did not correspond to the NDC for dispensed prescriptions. The plaintiffs are seeking unspecified damages. On April 16, 2018, the United States filed a Notice of Election to Decline Intervention with respect to the allegations asserted in this action. On March 14, 2020, the Court entered an Order granting the Defendant’s Motion to Dismiss. On May 6, 2020, the Court entered a Final Judgment dismissing the case.
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.
New Accounting Pronouncements
See Note 2 to the interim condensed consolidated financial statements for the impact of new accounting standards.
| 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, revolving credit facility, and long–term debt. The Company's senior management has established comprehensive risk management policies and procedures to manage these market risks.
Interest Rate Risk
The fair values of our fixed–income investments fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases, respectively, in the fair values of those instruments. Additionally, the fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, the liquidity of the instrument and other general market conditions. At June 30, 2020, we have available for sale marketable debt securities in the amount of $149,588,000. 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.
As of June 30, 2020, we have no outstanding balance on our credit facility.
Our cash and cash equivalents consist of highly liquid investments with a maturity of less than three months when purchased. As a result of the short–term nature of our cash instruments, a hypothetical 1% change in interest rates would have minimal impact on our future earnings and cash flows related to these instruments.
We do not currently use any derivative instruments to hedge our interest rate exposure. We have not used derivative instruments for trading purposes and the use of such instruments in the future would be subject to approvals by the Investment Committee of the Board of Directors.
Credit Risk
Credit risk is managed by diversifying the fixed maturity portfolio to avoid concentrations in any single industry group or issuer and by limiting investments in securities with lower credit ratings.
Equity Price and Concentration Risk
Our marketable equity securities are recorded at their fair market value based on quoted market prices. Thus, there is exposure to equity price risk, which is the potential change in fair value due to a change in quoted market prices. At June 30, 2020, the fair value of our marketable equity securities is approximately $112,114,000. Of the $112.1 million equity securities portfolio, our investment in NHI comprises approximately $99.0 million, or 88.3%, 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 $11.2 million. At June 30, 2020, our equity securities had unrealized gains of $81.9 million. Of the $81.9 million of unrealized gains, $74.3 million is related to our investment in NHI.
| Controls and Procedures. |
As of June 30, 2020, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Principal Accounting Officer (“PAO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and PAO, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 2020.
| Legal Proceedings. |
For a discussion of prior, current, and pending litigation of material significance to NHC, please see Note 16 of this Form 10–Q.
| Risk Factors. |
We are providing the disclosure below and supplementing the risk factors disclosed in Item 1A of National HealthCare Corporation’s Annual Report on Form 10–K for the year ended December 31, 2019 based on information currently known to us and recent developments since the date of the 2019 Form 10-K filing. The additional risk factor identified should be read in conjunction with the risk factors described in the 2019 Annual Report.
COVID-19 and other pandemics, epidemics, or outbreaks of a contagious illness may adversely affect our operating results, cash flows and financial condition. COVID-19 coronavirus outbreak and other pandemics, epidemics, or outbreaks of a contagious illness, and similar events, may cause harm to us, our partners (employees), our patients, our vendors and supply chain partners, and financial institutions, which could have a material adverse effect on our results of operations, financial condition and cash flows. The impacts may include, but would not be limited to:
| ● |
Disruption to operations due to the unavailability of partners due to illness, quarantines, risk of illness, travel restrictions or factors that limit our existing or potential workforce. |
| ● |
Decreased availability and increased cost of supplies due to increased demand around essential personal protective equipment (“PPE”), sanitizers and cleaning supplies including disinfecting agents, and food and food-related products due to increased global demand and disruptions along the global supply chains of these manufactures and distributors. |
| ● |
Decreased census across all our operations, which could negatively impact our operating cash flows and financial condition. |
| ● |
Elevated partner turnover which may increase payroll expense, increase third party agency nurse staffing, and recruiting-related expenses. |
| ● |
Significant disruption of the global financial markets, which could have a negative impact on our ability to access capital in the future. |
The further spread of COVID-19, and the requirements to take action to help limit the spread of the virus, could impact the resources required to carry out our business as usual and may have a material adverse effect on our results of operations, financial condition and cash flows. The extent to which COVID-19 will impact our business and our financial results will depend on future developments, which are highly uncertain and cannot be predicted. Such developments may include the ongoing geographic spread of the virus, the severity of the virus, the duration of the outbreak and the type and duration of actions that may be taken by various governmental authorities in response to the outbreak. Any of these developments, individually or in aggregate, could materially impact our business and our financial results and condition.
| Unregistered Sales of Equity Securities and Use of Proceeds. |
Not applicable
| Item 3. |
Defaults Upon Senior Securities. |
None
| Mine Safety Disclosures. |
Not applicable
| Item 5. |
Other Information. |
None
| Item 6. |
Exhibits. |
| (a) List of exhibits |
EXHIBIT INDEX
| Exhibit No. |
|
Description |
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| 3.1 |
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| 3.2 |
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| 3.3 |
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| 3.4 |
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| 4.1 |
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| 31.1 |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer |
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| 31.2 |
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Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting Officer |
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| 32 |
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| 101.INS |
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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) |
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| 101.SCH |
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Inline XBRL Taxonomy Extension Schema Document |
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| 101.CAL |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF |
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Inline XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB |
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Inline XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document |
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| 104 |
|
Cover Page Interactive File (embedded within the Inline XBRL document and include in Exhibit 101) |
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.
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NATIONAL HEALTHCARE CORPORATION |
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(Registrant) |
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| Date: August 7, 2020 |
/s/ Stephen F. Flatt |
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Stephen F. Flatt |
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Chief Executive Officer |
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| Date: August 7, 2020 |
/s/ Brian F. Kidd |
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Brian F. Kidd |
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Senior Vice President and Controller |
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(Principal Accounting Officer) |