NATIONAL HEALTHCARE CORP 10-Q

Item 1. Financial Statements.     NATIONAL HEALTHCARE CORPORATION Interim Condensed Consolidated Statements of Operations (in thousands, except share and per share amounts) (unaudited)       Three Months Ended June 30     Six Months Ended June 30       2020     2019     2020     2019                                     Revenues and grant income:                                 Net patient revenues   $ 225,671     $ 235,264     $ 469,766     $ 471,375   Other revenues     11,323       11,887       23,352       24,061   Government stimulus income     24,648       -       24,648       -   Net operating revenues and grant income     261,642       247,151       517,766       495,436                                     Cost and expenses:                                 Salaries, wages, and benefits     156,914       147,878       304,383       289,266   Other operating     70,861       67,598       142,529       137,030   Facility rent     10,320       10,197       20,652       20,435   Depreciation and amortization     10,545       10,335       20,983       20,852   Interest     453       954       865       1,880   Total costs and expenses     249,093       236,962       489,412       469,463                                     Income from operations     12,549       10,189       28,354       25,973                                     Other income:                                 Non–operating income     5,954       8,272       14,100       14,273   Unrealized gains/(losses) on marketable equity securities     20,053       ( 54 )     ( 40,339 )     6,784                                     Income before income taxes     38,556       18,407       2,115       47,030   Income tax provision     ( 10,034 )     ( 4,725 )     ( 409 )     ( 12,117 ) Net income     28,522       13,682       1,706       34,913   Net (income)/loss attributable to noncontrolling interest     ( 198 )     29       ( 234 )     67                                     Net income attributable to National HealthCare Corporation   $ 28,324     $ 13,711     $ 1,472     $ 34,980                                     Earnings per share attributable to National HealthCare Corporation stockholders:                                 Basic   $ 1.85     $ 0.90     $ 0.10     $ 2.29   Diluted   $ 1.84     $ 0.89     $ 0.10     $ 2.28                                     Weighted average common shares outstanding:                           Basic     15,307,105       15,269,637       15,300,941       15,262,950   Diluted     15,372,430       15,352,702       15,367,464       15,338,520                                     Dividends declared per common share   $ 0.52     $ 0.52     $ 1.04     $ 1.02     The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   3 Table of Contents     NATIONAL HEALTHCARE CORPORATION Interim Condensed Consolidated Statements of Comprehensive Income (unaudited – in thousands)       Three Months Ended June 30     Six Months Ended June 30       2020     2019     2020     2019                                     Net income   $ 28,522     $ 13,682     $ 1,706     $ 34,913                                     Other comprehensive income:                                 Unrealized gains on investments in restricted marketable debt securities     4,796       2,969       2,251       6,194   Reclassification adjustment for realized gains on sales of marketable debt securities     ( 11 )     -       ( 13 )     -   Income tax expense related to items of other comprehensive income     ( 1,005 )     ( 624 )     ( 470 )     ( 1,301 ) Other comprehensive income, net of tax     3,780       2,345       1,768       4,893                                     Net (income)/loss attributable to noncontrolling interest     ( 198 )     29       ( 234 )     67                                     Comprehensive income attributable to National HealthCare Corporation   $ 32,104     $ 16,056     $ 3,240     $ 39,873     The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   4 Table of Contents     NATIONAL HEALTHCARE CORPORATION Interim Condensed Consolidated Balance Sheets (in thousands)       June 30, 2020     December 31, 2019       unaudited           Assets                 Current Assets:                 Cash and cash equivalents   $ 149,471     $ 50,334   Restricted cash and cash equivalents, current portion     19,561       8,944   Marketable equity securities     112,114       152,453   Restricted marketable debt securities, current portion     10,265       20,576   Accounts receivable     85,849       92,975   Inventories     7,200       7,441   Prepaid expenses and other assets     4,345       6,635   Notes receivable, current portion     1,399       1,695   Total current assets     390,204       341,053                     Property and Equipment:                 Property and equipment, at cost     1,038,586       1,017,204   Accumulated depreciation and amortization     ( 502,622 )     ( 481,774 ) Net property and equipment     535,964       535,430                     Other Assets:                 Restricted cash and cash equivalents, less current portion     1,747       1,732   Restricted marketable debt securities, less current portion     139,323       126,830   Deposits and other assets     5,767       5,124   Operating lease right-of-use assets     191,029       202,909   Goodwill     21,341       20,995   Notes receivable, less current portion     12,966       13,384   Investments in unconsolidated companies     36,897       39,191   Total other assets     409,070       410,165   Total assets   $ 1,335,238     $ 1,286,648     The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   5 Table of Contents   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   $ 18,442     $ 18,903   Finance lease obligations, current portion     4,292       4,166   Operating lease liabilities, current portion     24,850       24,243   Accrued payroll     61,210       69,826   Amounts due to third party payors     17,824       15,108   Accrued risk reserves, current portion     29,827       29,520   Other current liabilities     27,425       15,029   Provider relief funds     19,294       -   Contract liabilities     50,992       -   Dividends payable     7,986       7,968   Current maturities of long-term debt     -       10,000   Total current liabilities     262,142       194,763                     Finance lease obligations, less current portion     12,785       14,963   Operating lease liabilities, less current portion     166,179       178,666   Accrued risk reserves, less current portion     75,181       66,491   Refundable entrance fees     7,643       7,455   Deferred income taxes     12,953       24,012   Other noncurrent liabilities     29,068       21,229   Total liabilities     565,951       507,579                     Equity:                 Common stock, $ .01 par value; 45,000,000 shares authorized; 15,357,488 and 15,332,206 shares, respectively, issued and outstanding     153       153   Capital in excess of par value     224,972       222,787   Retained earnings     538,599       553,093   Accumulated other comprehensive income     4,328       2,560   Total National HealthCare Corporation stockholders’ equity     768,052       778,593   Noncontrolling interest     1,235       476   Total equity     769,287       779,069   Total liabilities and equity   $ 1,335,238     $ 1,286,648      The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   6 Table of Contents     NATIONAL HEALTHCARE CORPORATION Interim Condensed Consolidated Statements of Cash Flows (unaudited – in thousands)         Six Months Ended June 30       2020     2019   Cash Flows From Operating Activities:                 Net income   $ 1,706     $ 34,913   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation and amortization     20,983       20,852   Equity in earnings of unconsolidated investments     ( 5,429 )     ( 4,801 ) Distributions from unconsolidated investments     6,901       2,609   Unrealized (gains)/losses on marketable equity securities     40,339       ( 6,784 ) Gains on sale of restricted marketable debt securities     ( 13 )     -   Gains on acquisitions of equity method investments     ( 1,707 )     ( 1,975 ) Deferred income taxes     ( 11,529 )     1,294   Stock–based compensation     1,289       1,108   Changes in operating assets and liabilities:                 Accounts receivable     8,350       ( 174 ) Inventories     332       153   Prepaid expenses and other assets     2,237       ( 590 ) Trade accounts payable     ( 1,241 )     ( 4,022 ) Accrued payroll     ( 9,025 )     ( 10,927 ) Amounts due to third party payors     2,570       691   Accrued risk reserves     8,860       1,227   Provider relief funds     19,294       -   Contract liabilities     50,992       -   Other current liabilities     11,979       4,081   Other noncurrent liabilities     7,839       1,517   Net cash provided by operating activities     154,727       39,172   Cash Flows From Investing Activities:                 Purchases of property and equipment     ( 12,517 )     ( 13,989 ) Acquisition of equity method investment, net of cash acquired     ( 6,648 )     ( 15,589 ) Investments in unconsolidated companies     ( 185 )     ( 356 ) Investments in notes receivable     ( 425 )     ( 5,312 ) Collections of notes receivable     1,139       660   Purchases of restricted marketable debt securities     ( 19,754 )     ( 6,887 ) Proceeds from sale of restricted marketable debt securities     19,823       30,103   Net cash used in investing activities     ( 18,567 )     ( 11,370 ) Cash Flows From Financing Activities:                 Borrowings under credit facility     40,000       -   Repayments under credit facility     ( 50,000 )     -   Principal payments under finance lease obligations     ( 2,052 )     ( 1,932 ) Dividends paid to common stockholders     ( 15,948 )     ( 15,275 ) Noncontrolling interest contributions/(distributions)     525       ( 17 ) Issuance of common shares     949       1,383   Repurchase of common shares     ( 53 )     ( 872 ) Entrance fee deposits/(refunds)     188       ( 103 ) Net cash used in financing activities     ( 26,391 )     ( 16,816 ) Net Increase in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents     109,769       10,986   Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period     61,010       54,920   Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period   $ 170,779     $ 65,906                     Balance Sheet Classifications:                 Cash and cash equivalents   $ 149,471     $ 29,746   Restricted cash and cash equivalents     21,308       36,160   Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   $ 170,779     $ 65,906     The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   7 Table of Contents     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     15,332,206     $ 153     $ 222,787     $ 553,093     $ 2,560     $ 476     $ 779,069   Net income/(loss)     –       –       –       ( 26,852 )     –       36       ( 26,816 ) Noncontrolling interest contributions     –       –       –       –       –       281       281   Other comprehensive loss     –       –       –       –       ( 2,012 )     –       ( 2,012 ) Stock–based compensation     –       –       466       –       –       –       466   Shares sold – options exercised     15,006       –       400       –       –       –       400   Repurchase of common shares     ( 611 )     –       ( 53 )     –       –       –       ( 53 ) Dividends declared to common stockholders ($ 0.52 per share)     –       –       –       ( 7,980 )     –       –       ( 7,980 ) Balance at March 31, 2020     15,346,601     $ 153     $ 223,600     $ 518,261     $ 548     $ 793       743,355                                                             Net income     –       –       –       28,324       –       198       28,522   Noncontrolling interest contributions     –       –       –       –       –       244       244   Other comprehensive income     –       –       –       –       3,780       –       3,780   Stock–based compensation     –       –       823       –       –       –       823   Shares sold – options exercised     11,073       –       549       –       –       –       549   Repurchase of common shares     ( 186 )     –       -       –       –       –       -   Dividends declared to common stockholders ($ 0.52 per share)     -       –       -       ( 7,986 )     –       –       ( 7,986 ) Balance at June 30, 2020     15,357,488     $ 153     $ 224,972     $ 538,599     $ 4,328     $ 1,235     $ 769,287         Common Stock     Capital in Excess of     Retained     Accumulated Other Comprehensive     Non- controlling     Total Stockholders’       Shares     Amount     Par Value     Earnings     Income (Loss)     Interest     Equity   Balance at January 1, 2019     15,255,002     $ 153     $ 219,435     $ 516,435     $ ( 2,745 )   $ 1,179     $ 734,457   Net income/(loss)     –       –       –       21,269       –       ( 38 )     21,231   Other comprehensive income     –       –       –       –       2,548       –       2,548   Stock–based compensation     –       –       424       –       –       –       424   Shares sold – options exercised     59,384       –       579       –       –       –       579   Repurchase of common shares     ( 10,396 )     –       ( 872 )     –       –       –       ( 872 ) Dividends declared to common stockholders ($ 0.50 per share)     –       –       –       ( 7,652 )     –       –       ( 7,652 ) Balance at March 31, 2019     15,303,990     $ 153     $ 219,566     $ 530,052     $ ( 197 )   $ 1,141       750,715                                                             Net income/(loss)     –       –       –       13,711       –       ( 29 )     13,682   Noncontrolling interest distributions     –       –       –       –       –       ( 17 )     ( 17 ) Other comprehensive income     –       –       –       –       2,345       –       2,345   Stock–based compensation     –       –       684       –       –       –       684   Shares sold – options exercised     14,800       –       804       –       –       –       804   Dividends declared to common stockholders ($ 0.52 per share)     –       –       –       ( 7,966 )     –       –       ( 7,966 ) Balance at June 30, 2019     15,318,790     $ 153     $ 221,054     $ 535,797     $ 2,148     $ 1,095     $ 760,247     The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.   8 Table of Contents   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, 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 noncontrolling ownership interest in a hospice care business that services NHC-owned skilled nursing facilities 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.       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.   9 Table of Contents   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 $ 1,245,000 and $ 2,075,000 for the three months and six months ended June 30, 2020. For the three months and six months ended June 30, 2019, bad debt expense was $ 992,000 and $ 2,039,000 , respectively. As of June 30, 2020, and December 31, 2019, the Company has recorded allowance for doubtful accounts of $ 5,294,000 and $ 4,451,000 , respectively, as our best estimate of expected losses inherent in the accounts receivable balance.   Other Revenues   Other revenues include revenues from the provision of insurance services, management and accounting services to other long–term care providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements.   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 two 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.   10 Table of Contents   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 $ 10,555,000 and $ 13,614,000  for the three months and six months ended June 30, 2020, respectively. General and administrative costs were $ 6,677,000 and $ 11,821,000 for the three months and six months ended June 30, 2019, respectively.   Long-Term Leases   The Company’s lease portfolio primarily consists of finance and operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.   The Company records right-of-use assets and liabilities 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, 20 - 40 years and equipment and furniture, 3 - 15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.   Finance leases are recorded at cost. Finance leases are amortized in accordance with the provision codified within ASC 842, Leases . Amortization of finance lease assets is included in depreciation and amortization expense.   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.   11 Table of Contents   Continuing Care Contracts   We have one continuing care retirement center (“CCRC”) within our operations. Residents at this retirement center may enter into continuing care contracts with us. The contracts provide that 10 % of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lessor of the price at which the apartment is re-assigned or 90 % of the original entry fee, plus 40 % of any appreciation if the apartment exceeds the original resident’s entry fee.   Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities section of our consolidated balance sheets. As of June 30, 2020, and December 31, 2019, we have recorded refundable entrance fees in the amount of $ 7,643,000 and $7,455,000, respectively.   We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of June 30, 2020, and December 31, 2019, we have recorded a future service obligation liability in the amount of $ 2,035,000 . This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets.    Other Noncurrent Liabilities   Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion ( 10% ) of CCRC entrance fees being amortized over the remaining life expectancies of the residents.   Noncontrolling Interest   The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of 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.   12 Table of Contents     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 84.3 %, while we also incurred significantly increased operating expenses.   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 $ 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 and 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 as we have reasonable assurance that the applicable terms and conditions to retain the funds has been met 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  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 $ 50,992,000  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 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 $ 7.7 million of social security taxes.  This deferral is included in other noncurrent liabilities within our interim condensed consolidated balance sheets.        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   $ 214,387     $ 220,887     $ 445,374     $ 442,521   Homecare     11,284       14,377       24,392       28,854   Total net patient revenue   $ 225,671     $ 235,264     $ 469,766     $ 471,375     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.   13 Table of Contents   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     32 %       33 %       33 %       34 %   Managed Care     10 %       11 %       11 %       11 %   Medicaid     32 %       29 %       30 %       28 %   Private Pay and Other     26 %       27 %       26 %       27 %   Total     100 %       100 %       100 %       100 %     Medicare covers skilled nursing services for beneficiaries who require nursing care and/or rehabilitation services following a hospitalization of at least three consecutive days (there is temporary relief from the three -day hospital stay during the COVID- 19 emergency). For each eligible day a Medicare beneficiary is in a skilled nursing facility, Medicare pays the facility a daily payment, subject to adjustment for certain factors such as a wage index in the geographic area. The payment covers all services provided by the skilled nursing facility for the beneficiary that day, including room and board, nursing, therapy and drugs, as well as an estimate of capital–related costs to deliver those services.   For homecare services, Medicare pays based on the acuity level of the patient and based on periods of care. 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 $ 50,992,000 in contract liabilities related to receipts from the Medicare Accelerated and Advance Payment 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.  Recoupment of the accelerated payments received by the Company is currently expected to begin in August 2020.     A summary of the contract liabilities are follows ( in thousands ):   Balance at December 31, 2019   $ -   Payments received     50,992   Payments recognized     -   Balance at June 30, 2020   $ 50,992     14 Table of Contents   Third Party Payors   Laws and regulations governing the Medicare and Medicaid programs are complex and subject to interpretation. Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are following all applicable laws and regulations.    Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third -party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $ 17,824,000 and $ 15,108,000 as of June 30, 2020 and December 31, 2019, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.          Note 5 – Other Revenues   Other revenues are outlined in the table below. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from management and accounting services include fees provided to manage and provide accounting services to other healthcare operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly–owned insurance subsidiaries have written for certain healthcare operators to which we provide management or accounting services. "Other" revenues include miscellaneous health care related earnings.         Three Months Ended June 30     Six Months Ended June 30   (in thousands)   2020     2019     2020     2019   Rental income   $ 5,646     $ 5,677     $ 11,325     $ 11,285   Management and accounting services fees     4,121       4,297       8,600       9,047   Insurance services     1,398       1,615       2,780       3,139   Other     158       298       647       590   Total other revenues   $ 11,323     $ 11,887     $ 23,352     $ 24,061     Rental Income   The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease four Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases. 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   $ 5,505     $ 5,486     $ 11,008     $ 10,963   Variable lease payments     141       191       317       322   Total rental income   $ 5,646     $ 5,677     $ 11,325     $ 11,285       Management Fees from National   We manage five 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 $ 941,000 and $ 2,478,000 from these centers, respectively. For the three months and six months ended June 30, 2019, we recognized management fees and interest on management fees of $ 1,351,000 and $ 3,206,000 for these centers, respectively.   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 $ 883,000 and $ 1,662,000 , respectively. For the three and six months ended June 30, 2019, the workers’ compensation premium revenues reflected in the interim condensed consolidated statements of operations were $ 943,000 and $ 1,791,000 . Associated losses and expenses are reflected in the interim condensed consolidated statements of operations as "Salaries, wages and benefits."   15 Table of Contents   For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2020 were $ 515,000 and $ 1,118,000 , respectively. For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months and six months ended June 30, 2019 were $ 672,000 and $ 1,348,000 , respectively. Associated losses and expenses including those for self–insurance are included in the interim condensed consolidated statements of operations as "Other operating costs and expenses".       Note 6 – 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   $ 2,618     $ 2,480     $ 5,429     $ 4,801   Dividends and net realized gains on sales of securities     1,891       1,931       3,913       3,862   Interest income     1,445       1,886       3,051       3,635   Gains on acquisitions of equity method investments     –       1,975       1,707       1,975   Total non-operating income   $ 5,954     $ 8,272     $ 14,100     $ 14,273       Caris HealthCare, L.P. ("Caris")   Our most significant equity method investment is a 75.1 % non–controlling ownership interest in Caris, a business that specializes in hospice care services. The carrying value of our investment is $ 35,206,000 and $ 36,673,000 at June 30, 2020 and December 31, 2019, respectively. The carrying amounts are included in investments in unconsolidated companies in the consolidated balance sheets. Summarized financial information of Caris for the six months ended June 30, 2020 and 2019 is provided below (in thousands):         Six Months Ended June 30       2020     2019 Net revenue   $ 31,784   $ 29,895 Expenses     24,817     23,439      Net income   $ 6,967   $ 6,456   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 25 % 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 $ 1,707,000 . The gain was recorded in "Non-operating income" in the interim condensed consolidated statements of operations.   Additionally, the excess of the fair value over the amounts assigned to the assets and liabilities of the investee resulted in recording goodwill in the amount of $ 346,000 on the acquisition date.   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 $ 1,975,000 during the second quarter of 2019. The gain was recorded in "Non-operating income" in the interim condensed consolidated statements of operations.       Note 7 – Business Segments   The Company has two reportable operating segments: ( 1 ) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and 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.   16 Table of Contents   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 Services     Homecare     All Other     Total   Revenues and grant income:                                 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:                                 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       Inpatient Services     Homecare     All Other     Total   Revenues:                                 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:                                 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     17 Table of Contents       Six Months Ended June 30, 2020       Inpatient Services     Homecare     All Other     Total   Revenues and grant income:                                 Net patient revenues   $ 445,374     $ 24,392     $ -     $ 469,766   Other revenues     561       -       22,791       23,352   Government stimulus income     22,622       2,026       -       24,648   Net operating revenues and grant income     468,557       26,418       22,791       517,766                                     Costs and expenses:                                 Salaries, wages, and benefits     271,595       16,279       16,509       304,383   Other operating     129,104       8,161       5,264       142,529   Rent     16,757       903       2,992       20,652   Depreciation and amortization     19,197       160       1,626       20,983   Interest     748       -       117       865   Total costs and expenses     437,401       25,503       26,508       489,412                                     Income (loss) from operations     31,156       915       ( 3,717 )     28,354   Non-operating income     -       -       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   (As Adjusted)   Inpatient Services     Homecare     All Other     Total   Revenues:                                 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         Note 8 – Long-Term Leases   Operating Leases   At June 30, 2020, we leased from NHI the real property of 35 skilled nursing facilities, seven assisted living centers and three independent living centers under two separate lease agreements. As part of the first lease agreement, we sublease four Florida skilled nursing facilities to a third -party operator. Base rent expense under both NHI lease agreements totals $ 34,200,000 annually with rent thereafter escalating by 4 % of the increase in facility revenue over a base year. Total facility rent expense to NHI was $ 9,655,000 and $ 19,310,000 for the three months and six months ended June 30, 2020. Total facility rent expense to NHI was $ 9,515,000 and $ 19,030,000 for the three months and six months ended June 30, 2019.   18 Table of Contents   Finance Leases   At June 30, 2020, we leased and operated three senior healthcare facilities in the state of Missouri under three separate lease agreements. Two of the healthcare facilities are skilled nursing facilities that also include assisted living facilities and the third healthcare facility is a memory care facility. Each of the leases is a ten -year lease with two five –year renewal options. Under the terms of the leases, base rent totals $ 5,200,000 annually with rent thereafter escalating by 4 % of the increase in facility revenue over the 2014 base year.   Minimum Lease Payments   The following table summarizes the maturity of our finance and operating lease liabilities as of June 30, 2020 ( in thousands ):       Finance Leases     Operating Leases   2020   $ 5,200     $ 35,429   2021     5,200       35,141   2022     5,200       34,636   2023     3,467       34,420   2024     -       34,269   Thereafter     -       57,050   Total minimum lease payments     19,067       230,945   Less: amounts representing interest     ( 1,990 )     ( 39,916 ) Present value of future minimum lease payments     17,077       191,029   Less: current portion     ( 4,292 )     ( 24,850 ) Noncurrent lease liabilities   $ 12,785     $ 166,179          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     15,307,105       15,269,637       15,300,941       15,262,950   Net income attributable to National HealthCare Corporation   $ 28,324     $ 13,711     $ 1,472     $ 34,980   Earnings per common share, basic   $ 1.85     $ 0.90     $ 0.10     $ 2.29                                     Diluted:                                 Weighted average common shares outstanding     15,307,105       15,269,637       15,300,941       15,262,950   Effects of dilutive instruments     65,325       83,065       66,523       75,570   Weighted average common shares outstanding     15,372,430       15,352,702       15,367,464       15,338,520                                     Net income attributable to National HealthCare Corporation   $ 28,324     $ 13,711     $ 1,472     $ 34,980   Earnings per common share, diluted   $ 1.84     $ 0.89     $ 0.10     $ 2.28     In the above table, options to purchase 698,421 and 8,796 shares of our common stock have been excluded for the six months ended June 30, 2020 and 2019, respectively, due to their anti-dilutive impact.            Note 10 – Investments in Marketable Securities   Our investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in our results of operations at each measurement date. Our investments in marketable debt securities are classified as available for sale securities and carried at fair value with the unrealized gains and losses recognized through accumulated other comprehensive income at each measurement date. Any credit related decline in fair market values of our available for sale debt securities are recorded in our results of operations through an allowance for credit losses. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 11 for a description of the Company's methodology for determining the fair value of marketable securities.    19 Table of Contents   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   $ 30,176     $ 112,114     $ 30,176     $ 152,453   Restricted investments available for sale:                                 Corporate debt securities     65,554       69,452       63,414       65,653   Asset-based securities     52,370       52,846       54,451       55,185   U.S. Treasury securities     13,366       14,134       13,379       13,410   State and municipal securities     12,819       13,156       12,922       13,158       $ 174,285     $ 261,702     $ 174,342     $ 299,859     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     1,630,642     $ 24,734     $ 99,013       1,630,642     $ 24,734     $ 132,865     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   $ 21,229     $ 21,249     $ 15,726     $ 15,767   1 to 5 years     89,640       92,620       88,314       90,408   6 to 10 years     32,965       35,444       40,126       41,231   Over 10 years     275       275       -       -       $ 144,109     $ 149,588     $ 144,166     $ 147,406     Gross unrealized gains related to marketable equity securities are $ 82,126,000 and $ 122,290,000 as of June 30, 2020 and December 31, 2019, respectively. Gross unrealized losses related to marketable equity securities are $ 188,000 and $ 13,000 as of June 30, 2020 and December 31, 2019, respectively. For the three months and six months ended June 30, 2020, the Company recognized net unrealized gains of $ 20,053,000 and net unrealized losses of $ 40,339,000 , respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the three months and six months ended June 30, 2019, the Company recognized net unrealized losses of $ 54,000 and net unrealized gains of $ 6,784,000 , respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations.   Gross unrealized gains related to available for sale marketable debt securities are $ 6,418,000 and $ 3,407,000 as of June 30, 2020 and December 31, 2019, respectively. Gross unrealized losses related to available for sale marketable debt securities are $ 939,000 and $ 167,000 as of June 30, 2020 and December 31, 2019, respectively. The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related.   The Company has not recognized any credit related impairments for the 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 $ 19,823,000 and $ 30,103,000 , respectively. Investment gains of $ 13,000 and $- 0 - were realized on these sales during the six months ended June 30, 2020 and 2019, respectively. No sales were reported for marketable equity securities for the six months ended June 30, 2020 and 2019, respectively.   20 Table of Contents     Note 1 1 – 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 in Active Markets For Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Cash and cash equivalents   $ 149,471     $ 149,471     $ –     $ –   Restricted cash and cash equivalents     21,308       21,308       –       –   Marketable equity securities     112,114       112,114       –       –   Corporate debt securities     69,452       48,562       20,890       –   Mortgage–backed securities     52,846       –       52,846       –   U.S. Treasury securities     14,134       14,134       –       –   State and municipal securities     13,156       1,978       11,178       –   Total financial assets   $ 432,481     $ 347,567     $ 84,914     $ –           Fair Value Measurements Using   December 31, 2019   Fair Value     Quoted Prices in Active Markets For Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Cash and cash equivalents   $ 50,334     $ 50,334     $ –     $ –   Restricted cash and cash equivalents     10,676       10,676       –       –   Marketable equity securities     152,453       152,453       –       –   Corporate debt securities     65,653       48,584       17,069       –   Asset - backed securities     55,185       –       55,185       –   U.S. Treasury securities     13,410       13,410       –       –   State and municipal securities     13,158       1,975       11,183       –   Total financial assets   $ 360,869     $ 277,432     $ 83,437     $ –     21 Table of Contents       Note 1 2 – 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     2.4 %       2020     $ -     $ 10,000   Less current portion                     -       ( 10,000 ) Total long-term debt                   $ -     $ -     As of June 30, 2020, the available borrowing capacity for the credit facility is $ 60 million. The credit facility has a maturity date of October 2020. Loans bear interest at either (i) LIBOR plus 1.40 % or (ii) the base rate plus 0.40 %.      Note 1 3 - 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 $ 25 million of its common stock. During the six months ended June 30, 2020, the Company repurchased 797 shares of its common stock for a total cost of $ 53,000 . The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.           Note 1 4 – 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 $ 823,000 and $ 684,000 for the three months ended June 30, 2020 and 2019, respectively. Stock-based compensation totaled $ 1,289,000 and $ 1,108,000 for the six months ended June 30, 2020 and 2019, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.   At June 30, 2020, the Company had $ 3,544,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate two -year period.   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, 2019   Risk–free interest rate     0.85 %       2.30 %   Expected volatility     20.2 %       17.4 %   Expected life, in years     2.2       2.3   Expected dividend yield     2.92 %       2.73 %     22 Table of Contents   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     1,163,381     $ 71.16     $ –   Options granted     53,316       77.89       –   Options exercised     ( 346,168 )     71.57       –   Options cancelled     ( 85,000 )     72.94       –   Options outstanding at December 31, 2019     785,529       71.24       –   Options granted     102,465       75.76       –   Options exercised     ( 31,573 )     62.44       –   Options cancelled     ( 3,000 )     72.94           Options outstanding at June 30, 2020     853,421     $ 72.10     $ 174,000                             Options exercisable at June 30, 2020     217,456     $ 68.30     $ 92,000     Options Outstanding June 30, 2020     Exercise Prices     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life in Years   155,000     $ 60.73  - $ 64.64       62.67       2.76   698,421     $ 72.94  - $ 86.48       74.20       1.80   853,421                 72.10       1.72           Note 1 5 – 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 %). The income tax provision and effective tax rate for the three months ended June 30, 2020 were unfavorably impacted by adjustments to unrecognized tax benefits of $ 78,000 . The income tax provision for the three months ended June 30, 2019 was $ 4,725,000 (an effective income tax rate of 25.7 %). The income tax provision and effective tax rate for the three months ended June 30, 2019 were unfavorably impacted by adjustments to unrecognized tax benefits of $ 95,000 .   The income tax provision for the six months ended June 30, 2020 was $ 409,000 (an effective tax rate of 19.4 %). The income tax provision and effective tax rate for the six months ended June 30, 2020 were unfavorably impacted by nondeductible expenses of $ 108,000 and adjustments to unrecognized tax benefits of $ 283,000 but were favorably impacted by a tax benefit of $ 60,000 relating to the exercise of stock options. The income tax provision for the six months ended June 30, 2020 resulted in a lower effective tax rate due to the lower pre-tax book income resulting from the unrealized loss of $ 40,339,000 for the market value decrease in our marketable equity securities portfolio. The income tax provision for the six months ended June 30, 2019 was $ 12,117,000 (an effective tax rate of 25.8 %). The income tax provision and effective tax rate for the six months ended June 30, 2019 were unfavorably impacted by nondeductible expenses of $ 105,000 and adjustments to unrecognized tax benefits of $ 295,000 but were favorably impacted by a tax benefit of $ 275,000 relating to the exercise of stock options.   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 1 6 – 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 $ 105,008,000 and $ 96,011,000 at June 30, 2020 and December 31, 2019, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.   23 Table of Contents   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.     24 Table of Contents