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       2023     2022     2023     2022                                     Revenues and grant income:                                 Net patient revenues   $ 269,605     $ 260,077     $ 527,612     $ 516,414   Other revenues     12,977       10,962       24,533       22,988   Government stimulus income     -       320       -       10,940   Net operating revenues and grant income     282,582       271,359       552,145       550,342                                     Cost and expenses:                                 Salaries, wages, and benefits     175,294       174,936       343,118       345,630   Other operating     73,234       71,311       144,723       145,396   Facility rent     9,901       10,411       19,993       20,476   Depreciation and amortization     10,083       10,001       20,131       19,758   Interest     93       149       191       314   Total costs and expenses     268,605       266,808       528,156       531,574                                     Income from operations     13,977       4,551       23,989       18,768                                     Other income:                                 Non–operating income     3,696       2,521       8,019       5,720   Unrealized gains/(losses) on marketable equity securities     4,650       ( 3,549 )     6,036       ( 423 )                                   Income before income taxes     22,323       3,523       38,044       24,065   Income tax provision     ( 6,406 )     ( 1,362 )     ( 10,842 )     ( 6,555 ) Net income     15,917       2,161       27,202       17,510   Net loss attributable to noncontrolling interest     364       1,042       802       1,011                                     Net income attributable to National HealthCare Corporation   $ 16,281     $ 3,203     $ 28,004     $ 18,521                                     Earnings per share attributable to National HealthCare Corporation stockholders:                                 Basic   $ 1.06     $ 0.21     $ 1.83     $ 1.20   Diluted   $ 1.06     $ 0.21     $ 1.83     $ 1.20                                     Weighted average common shares outstanding:                           Basic     15,297,435       15,452,402       15,317,319       15,434,718   Diluted     15,322,344       15,487,123       15,339,240       15,475,553                                     Dividends declared per common share   $ 0.59     $ 0.57     $ 1.16     $ 1.12     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/(Loss) (unaudited – in thousands)         Three Months Ended June 30     Six Months Ended June 30       2023     2022     2023     2022                                     Net income   $ 15,917     $ 2,161     $ 27,202     $ 17,510                                     Other comprehensive income/(loss):                                 Unrealized gains/(losses) on investments in marketable debt securities     ( 1,378 )     ( 3,679 )     580       ( 10,006 ) Reclassification adjustment for realized (gains)/losses on sales of marketable debt securities     20       ( 15 )     20       ( 122 ) Income tax (expense)/benefit related to items of other comprehensive income     158       166       ( 121 )     1,540   Other comprehensive income/(loss), net of tax     ( 1,200 )     ( 3,528 )     479       ( 8,588 )                                   Net loss attributable to noncontrolling interest     364       1,042       802       1,011                                     Comprehensive income/(loss) attributable to National HealthCare Corporation   $ 15,081     $ ( 325 )   $ 28,483     $ 9,933     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, 2023     December 31, 2022       unaudited           Assets                 Current Assets:                 Cash and cash equivalents   $ 78,492     $ 58,667   Restricted cash and cash equivalents, current portion     23,330       15,121   Marketable equity securities     103,812       100,786   Marketable debt securities     11,140       23,136   Restricted marketable equity securities     25,127       22,358   Restricted marketable debt securities, current portion     8,018       16,244   Accounts receivable     101,260       99,986   Inventories     6,995       7,088   Prepaid expenses and other assets     10,560       10,546   Total current assets     368,734       353,932                     Property and Equipment:                 Property and equipment, at cost     1,096,659       1,081,219   Accumulated depreciation and amortization     ( 594,769 )     ( 574,687 ) Net property and equipment     501,890       506,532                     Other Assets:                 Restricted cash and cash equivalents, less current portion     1,083       1,077   Restricted marketable debt securities, less current portion     110,125       103,267   Deposits and other assets     13,130       12,728   Operating lease right-of-use assets     107,043       120,521   Goodwill     168,295       168,295   Intangible assets     7,038       7,038   Investments in unconsolidated companies     3,346       2,060   Total other assets     410,060       414,986   Total assets   $ 1,280,684     $ 1,275,450     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, 2023     December 31, 2022       unaudited           Liabilities and Stockholders ’ Equity                 Current Liabilities:                 Trade accounts payable   $ 14,520     $ 16,958   Finance lease obligations, current portion     3,390       4,985   Operating lease liabilities, current portion     29,112       29,075   Accrued payroll     67,329       72,510   Amounts due to third party payors     15,659       16,631   Accrued risk reserves, current portion     31,348       31,365   Other current liabilities     27,401       17,615   Dividends payable     9,039       8,748   Total current liabilities     197,798       197,887                     Finance lease obligations, less current portion     -       860   Operating lease liabilities, less current portion     76,878       91,016   Accrued risk reserves, less current portion     74,872       71,104   Refundable entrance fees     5,728       6,207   Deferred income taxes     12,227       10,909   Other noncurrent liabilities     26,823       19,953   Total liabilities     394,326       397,936                     Equity:                 Common stock, $ .01 par value; 45,000,000 shares authorized; 15,320,543 and 15,357,746 shares, respectively, issued and outstanding     153       153   Capital in excess of par value     225,926       226,991   Retained earnings     666,896       656,664   Accumulated other comprehensive loss     ( 9,053 )     ( 9,532 ) Total National HealthCare Corporation stockholders’ equity     883,922       874,276   Noncontrolling interest     2,436       3,238   Total equity     886,358       877,514   Total liabilities and equity   $ 1,280,684     $ 1,275,450     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       2023     2022   Cash Flows From Operating Activities:                 Net income   $ 27,202     $ 17,510   Adjustments to reconcile net income to net cash provided by operating activities:                 Depreciation and amortization     20,131       19,758   Equity in earnings of unconsolidated investments     ( 1,756 )     ( 464 ) Distributions from unconsolidated investments     469       439   Unrealized (gains)/losses on marketable equity securities     ( 6,036 )     423   Realized losses on sale of marketable securities     561       364   Deferred income taxes     1,197       3,966   Stock–based compensation     1,411       1,341   Changes in operating assets and liabilities:                 Accounts receivable     ( 1,274 )     ( 4,291 ) Inventories     93       1,219   Prepaid expenses and other assets     ( 13 )     ( 6,936 ) Operating lease obligations     ( 623 )     -   Trade accounts payable     ( 2,438 )     3,652   Accrued payroll     ( 5,181 )     ( 21,037 ) Amounts due to third party payors     ( 972 )     424   Accrued risk reserves     3,751       4,615   Provider relief funds     -       ( 8,927 ) Contract liabilities     -       ( 14,436 ) Other current liabilities     9,786       291   Other noncurrent liabilities     6,870       874   Net cash provided by/(used in) operating activities     53,178       ( 1,215 ) Cash Flows From Investing Activities:                 Purchases of property and equipment     ( 12,789 )     ( 17,033 ) Acquisition of skilled nursing facility     ( 2,700 )     -   Proceeds from the sale of property and equipment     -       2,500   (Investments in)/collections of notes receivable     ( 403 )     453   Purchases of marketable securities     ( 14,406 )     ( 24,897 ) Proceeds from sale of marketable securities     28,051       30,814   Net cash used in investing activities     ( 2,247 )     ( 8,163 ) Cash Flows From Financing Activities:                 Principal payments under finance lease obligations     ( 2,455 )     ( 2,312 ) Dividends paid to common stockholders     ( 17,481 )     ( 17,002 ) Noncontrolling interest contributions     -       250   Issuance of common shares     6       1,120   Repurchase of common shares     ( 2,482 )     ( 146 ) Entrance fee refunds     ( 479 )     ( 707 ) Net cash used in financing activities     ( 22,891 )     ( 18,797 ) Net Increase/(Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents     28,040       ( 28,175 ) Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period     74,865       119,743   Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period   $ 102,905     $ 91,568                     Balance Sheet Classifications:                 Cash and cash equivalents   $ 78,492     $ 75,798   Restricted cash and cash equivalents     24,413       15,770   Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents   $ 102,905     $ 91,568     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)   For the six months ended June 30, 2023 :       Common Stock     Capital in Excess of     Retained     Accumulated Other Comprehensive     Non- controlling     Total Stockholders’       Shares     Amount     Par Value     Earnings     Loss     Interest     Equity   Balance at January 1, 2023     15,357,746     $ 153     $ 226,991     $ 656,664     $ ( 9,532 )   $ 3,238     $ 877,514   Net income     –       –       –       11,723       –       ( 438 )     11,285   Other comprehensive income     –       –       –       –       1,679       –       1,679   Stock–based compensation     –       –       639       –       –       –       639   Shares sold – options exercised     7,046       –       –       –       –       –       –   Repurchase of common shares     ( 44,349 )     –       ( 2,482 )     –       –       –       ( 2,482 ) Dividends declared to common stockholders ($ 0.57 per share)     –       –       –       ( 8,733 )     –       –       ( 8,733 ) Balance at March 31, 2023     15,320,443     $ 153     $ 225,148     $ 659,654     $ ( 7,853 )   $ 2,800       879,902   Net income/(loss)     –       –       –       16,281       –       ( 364 )     15,917   Other comprehensive loss     –       –       –       –       ( 1,200 )     –       ( 1,200 ) Stock–based compensation     –       –       772       –       –       –       772   Shares sold – options exercised     100       –       6       –       –       –       6   Dividends declared to common stockholders ($ 0.59 per share)     –       –       –       ( 9,039 )     –       –       ( 9,039 ) Balance at June 30, 2023     15,320,543       153       225,926       666,896       ( 9,053 )     2,436       886,358       For the six months ended June 30, 2022:       Common Stock     Capital in Excess of     Retained     Accumulated Other Comprehensive     Non- controlling     Total Stockholders’       Shares     Amount     Par Value     Earnings     Income/(Loss)     Interest     Equity   Balance at January 1, 2022     15,452,033     $ 154     $ 232,167     $ 669,078     $ 1,605     $ 5,456     $ 908,460   Net income     –       –       –       15,318       –       31       15,349   Other comprehensive loss     –       –       –       –       ( 5,060 )     –       ( 5,060 ) Stock–based compensation     –       –       712       –       –       –       712   Shares sold – options exercised     21,463       –       –       –       –       –       –   Repurchase of common shares     ( 2,165 )     –       ( 146 )     –       –       –       ( 146 ) Dividends declared to common stockholders ($ 0.55 per share)     –       –       –       ( 8,509 )     –       –       ( 8,509 ) Balance at March 31, 2022     15,471,331     $ 154     $ 232,733     $ 675,887     $ ( 3,455 )   $ 5,737     $ 911,056   Net income/(loss)     –       –       –       3,203       –       ( 1,042 )     2,161   Other comprehensive loss     –       –       –       –       ( 3,528 )     –       ( 3,528 ) Stock–based compensation     –       –       629       –       –       –       629   Shares sold – options exercised     16,554       –       1,120       –       –       –       1,120   Dividends declared to common stockholders ($ 0.57 per share)     –       –       –       ( 8,828 )     –       –       ( 8,828 ) Balance at June 30, 2022     15,487,885     $ 154     $ 234,482     $ 670,262     $ ( 6,983 )   $ 4,695     $ 902,610     T he 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, 2023 (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, 2023, we operate or manage, through certain affiliates, 68 skilled nursing facilities with a total of 8,732 licensed beds, 23 assisted living facilities with 1,181 units, five independent living facilities, three behavioral health hospitals, 35 homecare agencies, and 30 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 8 states and are located primarily in the southeastern United States.         Note 2 – Summary of Significant Accounting Policies   The listing below is not intended to be a comprehensive list of all our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. generally accepted accounting principles (“GAAP”), with limited need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited December 31, 2022 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2022 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, 2022  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.   Net Patient Revenues and Accounts Receivable   Net patient revenues are derived from services rendered to patients for skilled and intermediate nursing, rehabilitation therapy, assisted living and independent living, home health care services, hospice services, and behavioral health services. Net patient revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient services. These amounts are due from patients, governmental programs, and other third -party payors, and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations.   The Company recognizes revenue as its performance obligations are completed. Routine services are treated as a single performance obligation satisfied over time as services are rendered. These routine services represent a bundle of services that are not capable of being distinct. The performance obligations are satisfied over time as the patient simultaneously receives and consumes the benefits of the healthcare services provided. Additionally, there may be ancillary services which are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time when those services are rendered.  Contract liabilities are recorded for payments the Company receives in which performance obligations have not been completed.   9 Table of Contents   The Company determines the transaction price based on established billing rates reduced by explicit price concessions provided to third party payors. Explicit price concessions are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $ 1,852,000  and $ 3,663,000 for the three and six months ended June 30, 2023. For the three and six months ended June 30, 2022, bad debt expense was $ 1,805,000 and $ 4,341,000 , respectively. As of June 30, 2023  and December 31, 2022, the Company has recorded allowance for doubtful accounts of $ 8,584,000 and $ 6,246,000 , respectively, as our best estimate of expected losses inherent in the accounts receivable balance.   Other Revenues   Other revenues include revenues from the provision of insurance services to other healthcare providers, management and accounting services to other healthcare providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements.   We recognize rental income based on the terms of our operating leases. Under certain of our leases, we receive variable rent, which is based on the increase in revenues of a lessee over a base year. We recognize variable rent annually or monthly, as applicable, when, based on the actual revenue of the lessee is earned.   Government Grants   We account for government grants in accordance with International Accounting Standard (“IAS”) 20, Accounting for Government Grants and Disclosure of Government Assistance , and as such, we recognize grant income on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate.       Segment Reporting   In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting , the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two reportable operating segments: ( 1 ) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and ( 2 ) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.   Other Operating Expenses   Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance.   General and Administrative Costs   With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation, which were $ 4,995,000 and $ 10,648,000 for the three and six months ended June 30, 2023. General and administrative costs were $ 4,799,000 and $ 10,586,000 for the three and six months ended June 30, 2022, respectively.   Long-Term Leases   The Company’s lease portfolio primarily consists of finance and operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare and hospice offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.   The Company records right-of-use assets and liabilities for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are expensed on a straight-line basis over the lease term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases.   10 Table of Contents   Operating lease right-of-use assets and liabilities are recorded at the present value of the lease payments over the lease term. The present value of the lease payments are discounted using the incremental borrowing rate associated with each lease. The variable components of the lease payment that fluctuate with the operations of a health facility are not included in determining the right-of-use assets and lease liabilities. Rather, these variable components are expensed as incurred.   Property and Equipment   Property and equipment are recorded at cost. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20 - 40 years and equipment and furniture, 3 - 15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.   Finance leases are recorded at cost. Finance leases are amortized in accordance with the provision codified within ASC 842, Leases . Amortization of finance lease assets is included in depreciation and amortization expense.   Business Combinations   We account for acquisitions using the acquisition method of accounting in accordance with ASC 805, Business Combinations. Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Goodwill generated from acquisitions is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. In determining the fair value of identifiable assets, we use various valuation techniques. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.   Goodwill and Other Intangible Assets   Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test. We perform our annual goodwill impairment assessment on the first day of the fourth quarter.  Tests are performed more frequently if events occur, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.   The Company’s indefinite-lived intangible assets consist of trade names and certificates of need and licenses. The Company reviews indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the fair value of the intangible asset is below its carrying amount.   Accrued Risk Reserves      We are self–insured for risks related to workers' compensation and general and professional liability insurance. We have two wholly–owned limited purpose insurance companies that insure these risks. 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 coverage includes 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 value exceeds the original resident’s entry fee.   Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities in our consolidated balance sheets.    We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of June 30, 2023, and December 31, 2022, we have recorded a future service obligation liability in the amount of $ 2,218,000 . This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets.     Other Noncurrent Liabilities   Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion ( 10% ) of CCRC entrance fees being amortized over the remaining life expectancies of the residents.   Noncontrolling Interest   The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of the subsidiary earnings, contributions, and distributions.   Variable Interest Entities   We have equity interests in unconsolidated limited liability companies that operate various post-acute and senior healthcare businesses. We analyze our investments in these limited liability companies to determine if the company is considered a variable interest entity (“VIE”) and would require consolidation. To the extent that we own interests in a VIE and we (i) have the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.   The Company's maximum exposure to losses in its investments in unconsolidated VIEs cannot be quantified and may or may not be limited to its investment in the unconsolidated VIE. The investments in unconsolidated VIEs are classified as “investments in unconsolidated companies” in the interim condensed consolidated balance sheets.       Note 3 – Coronavirus Pandemic   In early March 2020, COVID- 19, a disease caused by the novel strain of the coronavirus, was characterized as a pandemic by the World Health Organization. The U.S. government enacted several laws beginning in March 2020 designed to help the nation respond to the COVID- 19 pandemic. The laws impacted healthcare providers in a variety of ways, but the largest legislation from a monetary relief perspective was the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"). Through the CARES Act, as well as the Paycheck Protection Program and Health Care Enhancement Act ("PPPCHE"), the federal government allocated $178 billion to the Public Health and Social Services Emergency Fund, which is referred to as the Provider Relief Fund. The Provider Relief Fund is administered through grants and other mechanisms to skilled nursing providers, home health providers, hospitals, and other Medicare and Medicaid enrolled providers to cover unreimbursed health care related expenses or lost revenue attributable to the public health emergency resulting from COVID- 19.     12 Table of Contents   The Provider Relief Fund grants come with terms and condition certifications in which all providers are required to submit documents to ensure the funds are used for healthcare-related expenses or lost revenue attributable to COVID- 19. The Company recorded $ 0 and $ 320,000 of government stimulus income from the Provider Relief Funds for the three months ended June 30, 2023 and 2022, respectively. The Company recorded $ 0 and $ 10,940,000 of government stimulus income from the Provider Relief Funds for the six months ended June 30, 2023 and 2022, respectively. The grant income was determined on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate. The Company’s assessment of whether the terms and conditions for amounts received have been met for income recognition and the Company’s related income calculation considered all frequently asked questions and other interpretive guidance issued to date by the U.S. Department of Health and Human Services (“HHS”).   We have also received supplemental Medicaid payments from many of the states in which we operate to help mitigate the incremental costs resulting from the COVID- 19 public health emergency. We have recorded $ 6,247,000 and $ 5,001,000 in net patient revenues for these supplemental Medicaid payments for the three months ended June 30, 2023 and 2022, respectively. We have recorded $ 11,130,000 and $ 10,539,000 in net patient revenues for these supplemental Medicaid payments for the six months ended June 30, 2023 and 2022, respectively.       Note 4 – Net Patient Revenues   The Company disaggregates revenue from contracts with customers by service type and by payor.   Revenue by Service Type   The Company’s net patient services can generally be classified into the following two categories: ( 1 ) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and ( 2 ) homecare and hospice services (in thousands) .       Three Months Ended June 30     Six Months Ended June 30       2023     2022     2023     2022   Net patient revenues:                                 Inpatient services   $ 236,760     $ 227,796     $ 462,929     $ 452,638   Homecare and hospice     32,845       32,281       64,683       63,776   Total net patient revenue   $ 269,605     $ 260,077     $ 527,612     $ 516,414     13 Table of Contents   For inpatient and hospice services, revenue is recognized on a daily basis as each day represents a separate contract and performance obligation. For homecare, revenue is recognized when services are provided based on the number of days of service rendered in the period of care or on a per-visit basis. Typically, patients and third -party payors are billed monthly after services are performed or the patient is discharged, and payments are due based on contract terms.   As our performance obligations relate to contracts with a duration of one year or less, the Company is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients are typically under no obligation to remain admitted in our facilities or under our care.  As the period between the time of service and time of payment is typically one year or less, the Company did  not adjust for the effects of a significant financing component.   Revenue by Payor   Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:       Three Months Ended June 30     Six Months Ended June 30   Source   2023     2022     2023     2022   Medicare   35 %     36 %     35 %     37 %   Managed Care   9 %     10 %     10 %     10 %   Medicaid   30 %     29 %     29 %     28 %   Private Pay and Other   26 %     25 %     26 %     25 %   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. For each eligible day a Medicare beneficiary is in a skilled nursing facility, Medicare pays the facility a daily payment, subject to adjustment for certain factors such as a wage index in the geographic area. The payment covers all services provided by the skilled nursing facility for the beneficiary that day, including room and board, nursing, therapy and drugs, as well as an estimate of capital–related costs to deliver those services.   For homecare services, Medicare pays based on the acuity level of the patient and based on periods of care. A period of care is defined as a length of care up to 30 days with multiple continuous periods allowed. The services covered by the payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.   For hospice services, Medicare pays a daily rate to cover the hospice’s costs for providing services included in the patient care plan. Medicare makes daily payments based on 1 of 4 levels of hospice care. All hospice care and services offered to patients and their families must follow an individualized written plan of care that meets the patient’s needs.   Our hospice service revenue is subject to certain limitations on payments from Medicare. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. If applicable, we record these cap adjustments as a reduction to revenue.   Medicaid is operated by individual states with the financial participation of the federal government. The states in which we operate currently use prospective cost–based reimbursement systems. Under cost–based reimbursement systems, the skilled nursing facility is reimbursed for the reasonable direct and indirect allowable costs it incurred in a base year in providing routine resident care services as defined by the program.   Private pay, managed care, and other payment sources include commercial insurance, individual patient funds, managed care plans and the Veterans Administration. Private paying patients, private insurance carriers and the Veterans Administration generally pay based on the healthcare center's charges or specifically negotiated contracts. For private pay patients in skilled nursing, assisted living and independent living facilities, the Company bills for room and board charges, with the remittance being due on receipt of the statement and generally by the 10th day of the month the services are performed.   Certain managed care payors for homecare services pay on a per-visit basis. This revenue is recorded on an accrual basis based upon the date of services at amounts equal to its established or estimated per-visit rates.        14 Table of Contents   Third Party Payors   Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are following all applicable laws and regulations.   Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third -party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded, and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $ 15,659,000 and $ 16,631,000 as of June 30, 2023 and December 31, 2022, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.       Note 5 – Other Revenues   Other revenues are outlined in the table below. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from management and accounting services include fees provided to manage and provide accounting services to other healthcare operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly owned insurance subsidiaries have written for certain healthcare operators to which we provide management or accounting services. "Other" revenues include miscellaneous health care related earnings (in thousands) .       Three Months Ended June 30     Six Months Ended June 30       2023     2022     2023     2022   Rental income   $ 5,965     $ 5,830     $ 12,009     $ 11,812   Management and accounting services fees     5,763       3,767       9,860       8,071   Insurance services     882       1,235       1,930       2,482   Other     367       130       734       623   Total other revenues   $ 12,977     $ 10,962     $ 24,533     $ 22,988     Rental Income   The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease four Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases.   Management Fees from National Health Corporation   We manage five skilled nursing facilities owned by National Health Corporation (“National”). We recognized management fees and interest on management fees from these facilities of $ 1,276,000 and $ 1,002,000 for the three months ended June 30, 2023 and 2022, respectively. We recognized management fees and interest on management fees of $ 2,466,000 and $ 1,983,000 from these facilities for the six months ended June 30, 2023 and 2022, respectively.   15 Table of Contents   Insurance Services   For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended June 30, 2023 and 2022 were $ 570,000 and $ 716,000 , respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022 were $ 1,307,000 and $ 1,443,000 , respectively. Associated losses and expenses including those for self-insurance are included in the interim condensed consolidated statements of operations as "Salaries, wages and benefits."   For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended June 30, 2023 and 2022 were $ 312,000 and $ 519,000 , respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the six months ended June 30, 2023 and 2022 were $ 623,000 and $ 1,039,000 , 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 (in thousands) .       Three Months Ended June 30     Six Months Ended June 30       2023     2022     2023     2022   Dividends and net realized gains and losses on sales of securities   $ 1,681     $ 1,304     $ 2,914     $ 3,057   Interest income     1,794       1,207       3,349       2,199   Equity in earnings of unconsolidated investments     221       10       1,756       464   Total non-operating income   $ 3,696     $ 2,521     $ 8,019     $ 5,720         Note 7 – Business Segments   The Company has two reportable operating segments: ( 1 ) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and ( 2 ) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office.   The Company’s CODM evaluates performance and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below.   16 Table of Contents   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, 2023       Inpatient Services     Homecare and Hospice     All Other     Total   Revenues and grant income:                                 Net patient revenues   $ 236,760     $ 32,845     $ -     $ 269,605   Other revenues     326       -       12,651       12,977   Net operating revenues and grant income     237,086       32,845       12,651       282,582                                     Costs and expenses:                                 Salaries, wages, and benefits     144,666       20,494       10,134       175,294   Other operating     64,535       5,990       2,709       73,234   Rent     8,165       543       1,193       9,901   Depreciation and amortization     9,153       184       746       10,083   Interest     93       -       -       93   Total costs and expenses     226,612       27,211       14,782       268,605                                     Income/(loss) from operations     10,474       5,634       ( 2,131 )     13,977   Non-operating income     -       -       3,696       3,696   Unrealized gains on marketable equity securities     -       -       4,650       4,650                                     Income before income taxes   $ 10,474     $ 5,634     $ 6,215     $ 22,323           Three Months Ended June 30, 2022       Inpatient Services     Homecare and Hospice     All Other     Total   Revenues:                                 Net patient revenues   $ 227,796     $ 32,281     $ -     $ 260,077   Other revenues     100       -       10,862       10,962   Government stimulus income     320       -       -       320   Net operating revenues and grant income     228,216       32,281       10,862       271,359                                     Costs and expenses:                                 Salaries, wages, and benefits     149,092       19,024       6,820       174,936   Other operating     61,886       6,444       2,981       71,311   Rent     8,392       592       1,427       10,411   Depreciation and amortization     9,084       111       806       10,001   Interest     149       -       -       149   Total costs and expenses     228,603       26,171       12,034       266,808                                     Income/(loss) from operations     ( 387 )     6,110       ( 1,172 )     4,551   Non-operating income     -       -       2,521       2,521   Unrealized losses on marketable equity securities     -       -       ( 3,549 )     ( 3,549 )                                   Income/(loss) before income taxes   $ ( 387 )   $ 6,110     $ ( 2,200 )   $ 3,523     17 Table of Contents       Six Months Ended June 30, 2023       Inpatient Services     Homecare and Hospice     All Other     Total   Revenues:                                 Net patient revenues   $ 462,929     $ 64,683     $ -     $ 527,612   Other revenues     597       -       23,936       24,533   Net operating revenues and grant income     463,526       64,683       23,936       552,145                                     Costs and expenses:                                 Salaries, wages, and benefits     283,605       40,737       18,776       343,118   Other operating     128,245       11,488       4,990       144,723   Rent     16,333       1,101       2,559       19,993   Depreciation and amortization     18,271       369       1,491       20,131   Interest     191       -       -       191   Total costs and expenses     446,645       53,695       27,816       528,156                                     Income/(loss) from operations     16,881       10,988       ( 3,880 )     23,989   Non-operating income     -       -       8,019       8,019   Unrealized gains on marketable equity securities     -       -       6,036       6,036                                     Income before income taxes   $ 16,881     $ 10,988     $ 10,175     $ 38,044           Six Months Ended June, 2022       Inpatient Services     Homecare and Hospice     All Other     Total   Revenues and grant income:                                 Net patient revenues   $ 452,638     $ 63,776     $ -     $ 516,414   Other revenues     213       -       22,775       22,988   Government stimulus income     10,940       -       -       10,940   Net operating revenues and grant income     463,791       63,776       22,775       550,342                                     Costs and expenses:                                 Salaries, wages, and benefits     291,276       38,426       15,928       345,630   Other operating     126,269       13,539       5,588       145,396   Rent     16,739       1,184       2,553       20,476   Depreciation and amortization     17,922       223       1,613       19,758   Interest     314       -       -       314   Total costs and expenses     452,520       53,372       25,682       531,574                                     Income/(loss) from operations     11,271       10,404       ( 2,907 )     18,768   Non-operating income     -       -       5,720       5,720   Unrealized losses on marketable equity securities     -       -       ( 423 )     ( 423 )                                   Income before income taxes   $ 11,271     $ 10,404     $ 2,390     $ 24,065     18 Table of Contents      Note 8 – Long-Term Leases   Operating Leases   At June 30, 2023, we lease from NHI the real property of 28 skilled nursing facilities, five assisted living centers and three independent living centers under one lease agreement. As part of the lease agreement, we sublease four Florida skilled nursing facilities to a third -party operator. The lease includes base rent plus a percentage rent. The annual base rent is $ 34,075,000 in 2023, $ 32,625,000 in 2024, $ 32,225,000 in 2025, and $ 31,975,000 in 2026 with the lease term expiring in 2026. The percentage rent is based on a quarterly calculation of revenue increases and is payable on a quarterly basis. Total facility rent expense to NHI was $ 9,124,000 and $ 9,563,000 for the three months ended June 30, 2023 and 2022, respectively. Total facility rent expense to NHI was $ 18,419,000 and $ 18,815,000 for the six months ended June 30, 2023 and 2022, respectively.   Finance Leases   At June 30, 2023, we leased and operated three senior healthcare facilities in the state of Missouri under three separate lease agreements. Two of the healthcare facilities are skilled nursing facilities that also include assisted living facilities and the third healthcare facility is a memory care facility. Each of the leases is a ten -year lease with two five–year renewal options with the original lease expiring in 2024. Under the terms of the leases, base rent totals $ 5,200,000 annually with rent thereafter escalating by 4 % of the increase in facility revenue over the 2014 base year.   Minimum Lease Payments   The following table summarizes the maturity of our finance and operating lease liabilities as of June 30, 2023 ( in thousands ):       Finance Leases     Operating Leases   2024   $ 3,467     $ 35,093   2025     -       33,724   2026     -       32,978   2027     -       16,406   2028     -       77   Total minimum lease payments     3,467       118,278   Less: amounts representing interest     ( 77 )     ( 12,288 ) Present value of future minimum lease payments     3,390       105,990   Less: current portion     ( 3,390 )     ( 29,112 ) Noncurrent lease liabilities   $ -     $ 76,878     19 Table of Contents      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       2023     2022     2023     2022   Basic:                                 Weighted average common shares outstanding     15,297,435       15,452,402       15,317,319       15,434,718   Net income attributable to National HealthCare Corporation   $ 16,281     $ 3,203     $ 28,004     $ 18,521   Earnings per common share, basic   $ 1.06     $ 0.21     $ 1.83     $ 1.20                                     Diluted:                                 Weighted average common shares outstanding     15,297,435       15,452,402       15,317,319       15,434,718   Effects of dilutive instruments     24,909       34,721       21,921       40,835   Weighted average common shares outstanding     15,322,344       15,487,123       15,339,240       15,475,553                                     Net income attributable to National HealthCare Corporation   $ 16,281     $ 3,203     $ 28,004     $ 18,521   Earnings per common share, diluted   $ 1.06     $ 0.21     $ 1.83     $ 1.20     In the above table, options to purchase 641,310  and 391,050  shares of our common stock have been excluded for the six months ended June 30, 2023  and 2022, respectively, due to their anti-dilutive impact.     Note 10 – Investments in Marketable Securities   Our investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in our results of operations at each measurement date. Our investments in marketable debt securities are classified as available for sale securities and carried at fair value with the unrealized gains and losses recognized through accumulated other comprehensive income at each measurement date. Any credit-related decline in fair market values below the amortized cost of our available for sale debt securities are recorded in our results of operations through an allowance for credit losses. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 11 for a description of the Company's methodology for determining the fair value of marketable securities.    Marketable securities consist of the following (in thousands) :       June 30, 2023     December 31, 2022       Amortized Cost     Fair Value     Amortized Cost     Fair Value   Investments available for sale:                                 Marketable equity securities   $ 30,176     $ 103,812     $ 30,176     $ 100,786   Corporate debt securities     7,386       7,192       14,317       13,885   Asset-backed securities     -       -       500       494   U.S. Treasury securities     4,037       3,948       9,009       8,757   Restricted investments available for sale:                                 Marketable equity securities     24,085       25,127       24,326       22,358   Corporate debt securities     53,671       50,398       54,412       51,009   Asset-based securities     22,053       19,909       24,605       22,437   U.S. Treasury securities     47,786       43,144       45,989       41,294   State and municipal securities     4,812       4,692       4,877       4,771       $ 194,006     $ 258,222     $ 208,211       265,791     20 Table of Contents   Included in the marketable equity securities are the following (in thousands, except share amounts):       June 30, 2023     December 31, 2022       Shares     Cost     Fair Value     Shares     Cost     Fair Value   NHI Common Stock     1,630,642     $ 24,734     $ 85,478       1,630,642     $ 24,734     $ 85,152     The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands) :       June 30, 2023     December 31, 2022       Cost     Fair Value     Cost     Fair Value   Maturities:                                 Within 1 year   $ 22,071     $ 21,587     $ 33,662     $ 33,037   1 to 5 years     77,493       72,553       81,500       76,394   6 to 10 years     39,581       34,554       38,547       33,216   Over 10 years     600       589       -       -       $ 139,745     $ 129,283     $ 153,709     $ 142,647     Gross unrealized gains related to marketable equity securities are $ 76,349,000 and $ 71,869,000 as of June 30, 2023 and December 31, 2022, respectively. Gross unrealized losses related to marketable equity securities are $ 1,671,000 and $ 3,227,000 as of June 30, 2023 and December 31, 2022, respectively. For the three months ended June 30, 2023 and 2022, the Company recognized net unrealized gains of $ 4,650,000 and net unrealized losses of $ 3,549,000 , respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the six months ended June 30, 2023 and 2022, the Company recognized net unrealized gains of $ 6,036,000 and net unrealized losses of $ 423,000 , 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 $ 24,000 and $ 9,000 as of June 30, 2023 and December 31, 2022, respectively. Gross unrealized losses related to available for sale marketable debt securities are $ 10,486,000 and $ 11,071,000 as of June 30, 2023 and December 31, 2022, 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 ended  June 30, 2023 and 2022.   For the marketable securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities.   Proceeds from the sale of available for sale marketable securities during the six months ended June 30, 2023 and 2022 were $ 28,051,000 and $ 30,814,000 , respectively. Investment losses of $ 561,000 and $ 364,000 were realized on these sales during the six months ended June 30, 2023 and 2022, respectively.        Note 11 – Fair Value Measurements   The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value:     Level   1   – The valuation is based on quoted prices in active markets for identical instruments.   Level   2  – The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model–based valuation techniques for which all significant assumptions are observable in the market.   Level   3  – The valuation is based on unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques that incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument, or valuations that require significant management judgment or estimation.   21 Table of Contents   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, 2023 and December 31, 2022 for assets and liabilities measured at fair value on a recurring basis (in thousands) :       Fair Value Measurements Using   June 30, 2023   Fair Value     Quoted Prices in Active Markets For Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Cash and cash equivalents   $ 78,492     $ 78,492     $ –     $ –   Restricted cash and cash equivalents     24,413       24,413       –       –   Marketable equity securities     128,939       128,939       –       –   Corporate debt securities     57,590       38,551       19,039       –   Mortgage–backed securities     19,909       –       19,909       –   U.S. Treasury securities     47,092       47,092       –       –   State and municipal securities     4,692       1,314       3,378       –   Total financial assets   $ 361,127     $ 318,801     $ 42,326     $ –           Fair Value Measurements Using   December 31, 2022   Fair Value     Quoted Prices in Active Markets For Identical Assets (Level 1)     Significant Other Observable Inputs (Level 2)     Significant Unobservable Inputs (Level 3)   Cash and cash equivalents   $ 58,667     $ 58,667     $ –     $ –   Restricted cash and cash equivalents     16,198       16,198       –       –   Marketable equity securities     123,144       123,144       –       –   Corporate debt securities     64,894       48,525       16,369       –   Asset–backed securities     22,931       –       22,931       –   U.S. Treasury securities     50,051       50,051       –       –   State and municipal securities     4,771       1,337       3,434       –   Total financial assets   $ 340,656     $ 297,922     $ 42,734     $ –           Note 12 – Goodwill and Other Intangible Assets   At June 30, 2023, the Company reviewed the carrying value of goodwill for impairment indicators. As a result of the review, there were no impairment indicators regarding the Company’s goodwill that required a quantitative test to be performed. However, our accounting estimates could materially change from period to period due to changing market factors. We will continue to monitor future events, changes in circumstances, and the potential impact thereof. If actual results are not consistent with our assumptions and estimates, we may be exposed to future goodwill impairment losses.   At June 30, 2023, the following table represents the activity related to our goodwill by segment ( in thousands ):       Inpatient Services     Homecare and Hospice     All Other     Total   January 1, 2023   $ 3,741     $ 164,554     $ –     $ 168,295   Additions     –       –       –       –   June 30, 2023   $ 3,741     $ 164,554     $ –     $ 168,295     We also have recorded indefinite-lived intangible assets that consist of trade names ($ 4,340,000 ) and certificates of need and licenses ($ 2,698,000 ).   22 Table of Contents      Note 13 - Stock Repurchase Program   During the six months ended June 30, 2023, the Company repurchased 44,349 shares of its common stock for a total cost of $ 2,482,000 . During the six months ended June 30, 2022, the Company repurchased 2,165 shares of its common stock for a total cost of $ 146,000 . The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.         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 $ 772,000 and $ 629,000 for the three months ended June 30, 2023 and 2022, respectively. Stock-based compensation totaled $ 1,411,000 and $ 1,341,000 for the six months ended June 30, 2023 and 2022, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.   At June 30, 2023, the Company had $ 4,736,000 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, 2023 and for the year ended December 31, 2022.       June 30, 2023     December 31, 2022   Risk–free interest rate     4.52 %       1.83 %   Expected volatility     29.30 %       31.40 %   Expected life, in years     2.9       2.9   Expected dividend yield     4.40 %       3.57 %     The following table summarizes our outstanding stock options for the six months ended June 30, 2023 and for the year ended December 31, 2022.       Number of Shares     Weighted Average Exercise Price     Aggregate Intrinsic Value   Options outstanding at January 1, 2022     374,926     $ 72.95     $ –   Options granted     302,266       64.72       –   Options exercised     ( 32,597 )     64.49       –   Options cancelled     ( 199,451 )     75.98       –   Options outstanding at December 31, 2022     445,144       66.62       –   Options granted     299,806       54.45       –   Options cancelled     ( 51,140 )     60.98       –   Options outstanding at Jun 30, 2023     693,810       61.78     $ 2,136,935                             Options exercisable at June 30, 2023     179,654       70.88     $ –       Options Outstanding June 30, 2023     Exercise Prices     Weighted Average Exercise Price     Weighted Average Remaining Contractual Life in Years   605,415       53.94 - 69.19     59.89     4.0   88,395       71.64 - 77.92     74.72     1.9   693,810                 61.78     3.7     23 Table of Contents      Note 15 – Income Taxes   The Company's income tax provision as a percentage of our income before income taxes was 28.7 % and 38.7 % for the three months ended June 30, 2023 and 2022, respectively.   The Company's income tax provision as a percentage of our income before income taxes was 28.5 % and 27.2 % for the six months ended June 30, 2023 and 2022, respectively.    Typically, these percentages vary from the U.S. federal statutory income tax rate of 21 % primarily due to state income taxes, excess tax benefits from stock-based compensation, adjustments to unrecognized tax benefits, benefits resulting from the lapsing of statute of limitations of items in our tax contingency reserve, and non-deductible expenses. For the three months and six months ended June 30, 2023, the accrual of state income tax and adjustments to unrecognized tax benefits were the only significant reconciling items. For the three months and six months ended June 30, 2022, the accrual of state income taxes and adjustments to unrecognized tax benefits were the only significant reconciling items.   Our quarterly income tax provision, and our estimate of our annual effective income tax rate, is subject to variation due to several factors, including volatility based on the amount of pre-tax income or loss.     The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2019 (with certain state exceptions).       Note 16 – Credit Facility   In May 2023, we entered into an unsecured $ 50,000,000 credit facility that has a 364 -day maturity date. Loans bear interest at the one -month secured overnight financing rate (“SOFR”) plus 1.25 %. If we maintain certain aggregate deposit levels within the financial institution, the credit facility shall bear interest at one -month SOFR plus 1.10 %. The credit facility is available for general corporate purposes, including working capital and acquisitions. The credit facility agreement contains customary representations and financial covenants, including covenants that restrict, among other things, asset dispositions, additional indebtedness, investments, sale-leasebacks, and certain contingent liabilities. The credit facility contains customary events of default and remedies.   As of June 30, 2023, we have no outstanding balance on the credit facility.       Note 17 – Contingencies and Commitments   Accrued Risk Reserves   We 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 $ 106,220,000 and $ 102,469,000 at June 30, 2023 and December 31, 2022, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.   As a result of the terms of our insurance policies and our use of wholly owned limited purpose insurance companies, we have retained significant insurance risk with respect to workers’ compensation and general and professional liability. We consider the professional services of independent actuaries to assist us in estimating our exposures for claims obligations (for both asserted and unasserted claims) related to deductibles and exposures in excess of coverage limits, and we maintain reserves for these obligations. Such estimates are based on many variables including historical and statistical information and other factors.   Workers ’ Compensation   For workers’ compensation, we utilize a wholly–owned Tennessee domiciled property/casualty insurance company to write coverage for NHC affiliates and for third–party customers. Policies are written for a duration of twelve months and cover only risks related to workers’ compensation losses. All customers are companies which operate in the senior care industry. Business is written on a direct basis.    General and Professional Liability Insurance and Lawsuits   The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. Additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly owned captive insurance company.   There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.   24 Table of Contents   Qui Tam Litigation   United States of America, ex rel. Jennifer Cook and Sally Gaither v. Integrated Behavioral Health, Inc., NHC HealthCare/Moulton, LLC, et al., Case No. 2:20 -CV- 00877 -AMM (N.D. Ala.)   This is a qui tam case originally filed under seal on June 22, 2020. The United States declined intervention on March 1, 2021. Thereafter, the Plaintiffs filed an amended Complaint against Dr. Sanja Malhotra, Integrated Behavioral Health, Inc. and other entities that Dr. Malhotra was alleged to own or in which he allegedly had a financial interest. The Complaint also named multiple skilled nursing facilities as Defendants, including NHC Healthcare/Moulton, LLC, an affiliate of National HealthCare Corporation. The Complaint alleged that nurse practitioners affiliated with Dr. Malhotra provided free services to the facilities in exchange for referrals to entities owned by or in which Dr. Malhotra had a financial interest in violation of the False Claims Act and Anti-Kickback Statute. NHC Healthcare/Moulton, LLC denied the allegations and filed a motion to dismiss on November 4, 2021. On January 28, 2022, the district court stayed this matter and administratively terminated the motion to dismiss pending the U.S. Supreme Court's review of a petition for certiorari filed in an unrelated matter but involving one of the legal arguments raised in the motion to dismiss. Thereafter, the U.S. Supreme Court denied the petition for certiorari in the unrelated matter. As a result, NHC Healthcare/Moulton, LLC renewed its motion to dismiss. The District Court granted NHC Healthcare/Moulton’s Motion to Dismiss, along with other pending Motions to Dismiss, and entered an Order of Dismissal on March 23, 2023 and an Amended Order of Dismissal on April 4, 2023, which dismissed the case in its entirety with prejudice with respect to the claims asserted by the Plaintiffs. The Plaintiffs filed a Notice of Appeal on April 20, 2023 to appeal the dismissal to the 11th Circuit Court of Appeals.   Governmental Regulations   Laws and regulations governing 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.