NATIONAL HEALTHCARE CORP 10-Q

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. Forward – Looking Statements References throughout this document to the Company include National HealthCare Corporation and its wholly owned subsidiaries. In accordance with the Securities and Exchange Commissions “Plain English” guidelines, this Quarterly Report on Form 10–Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National HealthCare Corporation and its wholly–owned subsidiaries and not any other person. This Quarterly Report on Form 10–Q and other information we provide from time to time, contains certain “forward–looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations or cash flows, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, ability to control our patient care liability costs, ability to respond to changes in government regulations, ability to execute our three–year strategic plan, and similar statements including, without limitations, those containing words such as “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward–looking statements. 25 Table of Contents Forward–looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward–looking statements as a result of, but not limited to, the following factors: ● national and local economic conditions, including their effect on the availability and cost of labor, utilities and materials; ● the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; ● changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries; ● liabilities and other claims asserted against us, including patient care liabilities, as well as the resolution of current litigation (see Note 16: Contingencies, Commitments and Other Matters); ● the ability to attract and retain qualified personnel; ● the availability and terms of capital to fund acquisitions and capital improvements; ● the competitive environment in which we operate; ● our need to make investments continually in our processes and information systems to protect the privacy of patients, partners and other persons and reduce the risk of successful cybersecurity attacks; ● damage to our reputation, regulatory penalties, legal claims and liability under state and federal laws that we could suffer upon any cybersecurity or privacy breaches; ● the ability to maintain and increase census levels; and ● demographic changes. See the notes to the quarterly financial statements, and “Item 1. Business” in our 2025 Annual Report on Form 10–K for a discussion of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. This may be found on our web site at www.nhccare.com. You should carefully consider these risks before making any investment in the Company. These risks and uncertainties are not the only ones facing us. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks occur, our business, financial condition or results of operations could be materially adversely affected. In that case, the trading price of our shares of stock could decline, and you may lose all or part of your investment. Given these risks and uncertainties, we can give no assurances that these forward–looking statements will, in fact, transpire and, therefore, caution investors not to place undue reliance on them. Overview National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of March 31, 2026, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,323 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 33 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 9 states and are located primarily in the southeastern United States. Summary of Goals and Areas of Focus Occupancy A primary area of management focus continues to be the rates of occupancy within our skilled nursing facilities. The overall census in owned and leased skilled nursing facilities for the three months ending March 31, 2026 was 90.0% compared to 89.3% for the same period a year ago. Due to America’s healthcare labor shortage, the challenge of maintaining desirable patient census levels has been amplified. Management has undertaken a number of steps in order to best position our current and future health care facilities. This includes working internally to examine and improve systems to be most responsive to referral sources and payors, as well as find creative initiatives to retain and attract qualified healthcare professionals. Additionally, NHC is in various stages of partnerships with hospital systems, payors, and other post–acute alliances to better position ourselves so we are an active participant in the delivery of post-acute healthcare services. 26 Table of Contents Quality of Patient Care CMS introduced the Five-Star Quality Rating System to help consumers, their families and caregivers compare skilled nursing facilities more easily. The Five-Star Quality Rating System gives each skilled nursing operation a rating ranging between one and five stars in various categories (five stars being the best). The Company has always strived for patient-centered care and quality outcomes as precursors to outstanding financial performance. The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of March 31, 2026: NHC Ratings Industry Ratings Total number of skilled nursing facilities, end of period 80 Number of 4 and 5-star rated skilled nursing facilities 52 Percentage of 4 and 5-star rated skilled nursing facilities 65% 39% Average rating for all skilled nursing facilities, end of period 3.85 2.98 Development and Growth We are undertaking to expand our senior health care operations while protecting our existing operations and markets. The following table lists our current construction and development activities. Type of Operation Description Size Location Estimated Completion Assisted Living Facility New Operation 79 units Tullahoma, TN Q2 2027 On April 21, 2026, NHC entered into a Purchase and Sale Agreement to acquire the real estate of thirty-two skilled nursing facilities and three independent living facilities from NHI for the purchase price of $560 million. NHC currently operates and will continue to operate all of these facilities, except four Florida skilled nursing facilities. The four Florida skilled nursing facilities will continue to be subject to a third-party operator’s lease after the closing of the transaction. We have two multi-family developments that are currently under construction, both of which we are noncontrolling owners. These developments are located in Franklin, Tennessee and Hermitage, Tennessee with 332 units and 315 units, respectively. Our capital contributions in these developments are included in the line item "Investments in unconsolidated companies" in our interim condensed consolidated balance sheets. Accrued Risk Reserves Our accrued professional liability and workers’ compensation reserves totaled $126,500,000 at March 31, 2026 and are a primary area of management focus. We have set aside restricted cash and cash equivalents and marketable securities to fund our estimated professional liability and workers’ compensation liabilities. As to exposure for professional liability claims, we have developed performance certification criteria to measure and bring focus to the patient care issues most likely to produce professional liability exposure, including in–house acquired pressure ulcers, significant weight loss and numbers of falls. These programs for certification, which we regularly modify and improve, have produced measurable improvements in reducing these incidents. Our experience is that achieving goals in these patient care areas improves both patient and employee satisfaction. Government Reimbursement Programs Medicare – Skilled Nursing Facilities In July 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2025. The fiscal year 2026 rule equates to a net 3.2% increase in Medicare Part A payments to SNFs in fiscal year 2026 compared to 2025 levels. The rule includes a market basket increase of 3.3%, an increase of 0.6% to the market basket forecast error adjustment, and a negative 0.7% productivity adjustment. These figures do not incorporate the SNF Value Based Purchasing (“VBP”) reduction for certain SNFs subject to the net reduction in payments under the SNF VBP; those adjustments are estimated to total $208.4 million in fiscal year 2026. In April 2026, CMS released its proposed rule outlining fiscal year 2027 Medicare payment rates and policy changes for skilled nursing facilities, which will begin on October 1, 2026. The fiscal year 2027 proposal equates to a net 2.4% increase in Medicare Part A payments to SNFs in fiscal year 2027 compared to 2026 levels. The rule includes a market basket increase of 3.2% minus a 0.8% productivity adjustment. Additionally, CMS has signaled that it believes case-mix indexes have increased at a rate that exceeds what changes in patient health status alone would justify. The agency is specifically pointing to significant increases in coded conditions since PDPM was implemented in 2019. To restore budget neutrality, CMS is considering two approaches: a blanket 4.3% reduction in case-mix indexes, or varying adjustment factors applied individually across the five PDPM components (OT, PT, SLP, non-therapy ancillary, and nursing). Applied against the proposed 2.4% rate increase, a 3.6% system-wide reduction under this framework could represent a net negative reimbursement outcome. For the first three months of 2026, our average Medicare per diem rate for skilled nursing facilities increased 3.0% as compared to the same period in 2025. 27 Table of Contents Medicaid – Skilled Nursing Facilities Effective July 1, 2025 and for the fiscal year 2026, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2026 fiscal year will be approximately $3,000,000 annually, or $750,000 per quarter. Effective October 1, 2025 and for the fiscal year 2026, the state of South Carolina implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2026 fiscal year will be approximately $4,200,000 annually, or $1,050,000 per quarter. For the first three months of 2026, our average Medicaid per diem increased 3.7% compared to the same period in 2025. State Medicaid plans subject to budget constraints are of particular concern to us. Changes in federal funding coupled with state budget problems and Medicaid expansion under the Affordable Care Act have produced an uncertain environment. Some states will not keep pace with post-acute healthcare inflation. States are currently under pressure to pursue other alternatives to skilled nursing care such as community and home–based services. Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaid payments are made under a prospective payment system or under programs which negotiate payment levels with individual providers. Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards. Medicare – Homecare Programs In November 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2026 will decrease by 1.3% or $220 million, relative to the prior year. This increase reflects a 2.4% home health payment update, reduced by a 0.9% decrease that reflects the final permanent adjustment, an estimated 2.7% decrease that reflects the final temporary adjustment, and a 0.1% decrease that reflects the updated fixed-dollar loss ratio for outlier payments. In addition, CMS is finalizing recalibrated PDGM case-mix weights, updated low-utilization payment adjustment (“LUPA”) thresholds, updated functional impairment levels, and comorbidity adjustment subgroups for 2026. Medicare – Hospice In August 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates. CMS issued a rate increase of 2.6%, or $750 million, effective October 1, 2025. This increase results from the proposed 3.3% inpatient hospital market basket percentage increase reduced by a proposed 0.7% point productivity adjustment, required by law. The FY2026 hospice payment update also includes an update to the statutory aggregate cap amount, which limits the overall payments per patient that are made annually. The hospice cap amount for FY2026 is $35,361. 28 Table of Contents Segment Reporting The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and 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 including pretax earnings and allocates capital resources to each segment based on an operating model that is designed to improve the quality of patient care and profitability of the Company while enhancing long-term shareholder value. The CODM does not review assets by segment in his resource allocation and therefore, assets by segment are not disclosed below. The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands ): Three Months Ended March 31, 2026 Inpatient Services Homecare and Hospice All Other Total Revenues: Net patient revenues $ 330,330 $ 39,475 $ - $ 369,805 Other revenues 386 - 11,630 12,016 Net operating revenues 330,716 39,475 11,630 381,821 Costs and expenses: Salaries, wages, and benefits 197,092 24,655 13,327 235,074 Other operating 81,080 6,500 3,657 91,237 Rent 9,085 625 1,933 11,643 Depreciation and amortization 10,412 130 1,072 11,614 Total costs and expenses 297,669 31,910 19,989 349,568 Income/(loss) from operations 33,047 7,565 (8,359 ) 32,253 Non-operating income - - 3,757 3,757 Interest expense (269 ) - - (269 ) Unrealized gains on marketable equity securities - - 9,074 9,074 Income before income taxes $ 32,778 $ 7,565 $ 4,472 $ 44,815 Three Months Ended March 31, 2025 Inpatient Services Homecare and Hospice All Other Total Revenues: Net patient revenues $ 325,478 $ 36,129 $ - $ 361,607 Other revenues 373 - 11,717 12,090 Net operating revenues 325,851 36,129 11,717 373,697 Costs and expenses: Salaries, wages, and benefits 192,437 22,404 13,289 228,130 Other operating 81,870 7,258 3,329 92,457 Rent 8,834 608 1,923 11,365 Depreciation and amortization 10,062 130 786 10,978 Total costs and expenses 293,203 30,400 19,327 342,930 Income/(loss) from operations 32,648 5,729 (7,610 ) 30,767 Non-operating income - - 4,079 4,079 Interest expense (2,106 ) - - (2,106 ) Unrealized gains on marketable equity securities - - 10,982 10,982 Income before income taxes $ 30,542 $ 5,729 $ 7,451 $ 43,722 29 Table of Contents Results of Operations The following table and discussion set forth items from the interim condensed consolidated statements of operations as a percentage of net operating revenues for the three months ended March 31, 2026 and 2025. Percentage of Net Operating Revenues Three Months Ended March 31 2026 2025 Net operating revenues 100.0 % 100.0 % Costs and expenses: Salaries, wages, and benefits 61.6 61.0 Other operating 23.9 24.7 Facility rent 3.1 3.1 Depreciation and amortization 3.0 3.0 Total costs and expenses 91.6 91.8 Income from operations 8.4 8.2 Non–operating income 1.0 1.1 Interest expense (0.1 ) (0.6 ) Unrealized gains on marketable equity securities 2.4 3.0 Income before income taxes 11.7 11.7 Income tax provision (2.2 ) (3.1 ) Net income 9.5 8.6 Net income attributable to noncontrolling interest (0.1 ) (0.0 ) Net income attributable to stockholders of NHC 9.4 % 8.6 % Three Months Ended March 31, 2026 Compared to Three Months Ended March 31, 2025 Results for the quarter ended March 31, 2026 compared to the first quarter of 2025 include a 2.2% increase in net operating revenues. For the quarter ended March 31, 2026, GAAP net income attributable to NHC was $35,857,000 compared to net income of $32,205,000 for the same period in 2025. Excluding the unrealized gains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended March 31, 2026 was $30,089,000 compared to $24,838,000 for the same period in 2025, an increase of 21.1%. The increase in non-GAAP earnings for the three months ended March 31, 2026 compared to the same period in 2025 was primarily due to a slight operating margin increase, a reduction of interest expense, and a favorable income tax rate for the quarter. Net operating revenues Net patient revenues increased $8,198,000, or 2.3%, compared to the same period last year. When comparing net patient revenues for the first quarter of 2026 to the prior year period, the percentage increase was impacted due to a one-time Missouri retroactive Medicaid rate increase of $5,015,000 recorded in the first quarter of 2025. This retroactive Medicaid rate increase was for the service period of July 1, 2024 through December 31, 2024. For the three months ended March 31, 2026 and 2025, respectively, $1,784,000 and $1,872,000 have been included in our net patient revenues for supplemental Medicaid payments from the state of Tennessee. The total census at owned and leased skilled nursing facilities for the quarter averaged 90.0%, compared to an average of 89.3% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 3.2% compared to the same quarter a year ago. Our Medicare and Managed Care per diem rates both increased 3.0%, respectively, compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 3.7% and 3.8%, respectively, compared to the same quarter a year ago. Other revenues decreased $74,000, or 0.6%, compared to the same quarter last year, as further detailed in Note 4 to our interim condensed consolidated financial statements. 30 Table of Contents Total costs and expenses Total costs and expenses for the three months ended March 31, 2026 compared to the same period of 2025 increased $6,638,000, or 1.9% to $349,568,000 from $342,930,000. Salaries, wages, and benefits increased $6,944,000, or 3.0%, to $235,074,000 from $228,130,000. Salaries, wages, and benefits as a percentage of net operating revenues was 61.6% compared to 61.0% for the three months ended March 31, 2026 and 2025, respectively. Although we continue to face workforce and labor shortages within all of our operations, we are working diligently to find solutions to reduce and eliminate agency nurse staffing expense within our healthcare operations. For the first quarter of 2026, our agency nurse staffing expense was $1,063,000 compared to $1,487,000 for the first quarter of 2025. Other operating expenses decreased $1,220,000, or 1.3%, to $91,237,000 for the 2026 period compared to $92,457,000 for the 2025 period. Other operating expenses as a percentage of net operating revenues was 23.9% and 24.7% for the three months ended March 31, 2026 and 2025, respectively. Other income Non–operating income decreased by $322,000 compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements. Income taxes The income tax provision for the three months ended March 31, 2026 is $8,712,000 (an effective income tax rate of 19.4%). For the three months ended March 31, 2026, the excess tax over book deductions for stock compensation was the most significant item impacting the effective income tax rate. Noncontrolling interest The noncontrolling interest in subsidiaries is presented within total equity of the Company’s consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest. 31 Table of Contents Non-GAAP Financial Presentation The Company is providing certain non-GAAP financial measures as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company’s operations and measure the Company’s performance more consistently across periods. Therefore, the Company believes this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP. Specifically, the Company believes the presentation of non-GAAP financial information that excludes the unrealized gains or losses on our marketable equity securities and share-based compensation expense is helpful in allowing investors to assess the Company’s operations more accurately. The tables below provide reconciliations of GAAP to non-GAAP items (dollars in thousands, except per share data): Three Months Ended March 31 2026 2025 Net income attributable to National Healthcare Corporation $ 35,857 $ 32,205 Non-GAAP adjustments Unrealized gains on marketable equity securities (9,074 ) (10,982 ) Share-based compensation expense 1,280 1,027 Income tax expense on non-GAAP adjustments 2,026 2,588 Non-GAAP Net income $ 30,089 $ 24,838 GAAP diluted earnings per share $ 2.27 $ 2.07 Non-GAAP adjustments Unrealized gains on marketable equity securities (0.57 ) (0.71 ) Share-based compensation expense 0.08 0.06 Income tax expense on non-GAAP adjustments 0.13 0.17 Non-GAAP diluted earnings per share $ 1.91 $ 1.59 32 Table of Contents Liquidity, Capital Resources, and Financial Condition Our primary sources of cash include revenues from the operations of our healthcare and senior living facilities, management and accounting services, rental income, and investment income. Our primary uses of cash include salaries, wages and other operating costs of our healthcare and senior living facilities, the cost of additions to and acquisitions of real property, facility rent expenses, and dividend distributions. These sources and uses of cash are reflected in our interim condensed consolidated statements of cash flows and are discussed in further detail below. The following is a summary of our sources and uses of cash flows (dollars in thousands) : Three Months Ended March 31 Three Month Change 2026 2025 $ % Cash, cash equivalents, restricted cash, and restricted cash equivalents, at beginning of period $ 112,187 $ 96,922 $ 15,265 15.7 % Cash provided by operating activities 62,533 39,255 23,278 59.3 Cash used in investing activities (13,888 ) (7,323 ) (6,565 ) (89.6 ) Cash used in financing activities (54,504 ) (12,693 ) (41,811 ) (329.4 ) Cash, cash equivalents, restricted cash, and restricted cash equivalents, at end of period $ 106,328 $ 116,161 $ (9,833 ) (8.5 )% 33 Table of Contents Operating Activities Net cash provided by operating activities for the three months ended March 31, 2026 was $62,533,000 as compared to $39,255,000 in the same period last year. Cash provided by operating activities consisted of net income of $36,103,000 and adjustments for non–cash items of $6,891,000. There was cash provided by working capital in the amount of $19,712,000 for the three months ended March 31, 2026 compared to $4,827,000 for the same period a year ago. Included in the adjustments for non-cash items are depreciation expense, equity in losses of unconsolidated investments, unrealized gains on our marketable equity securities, deferred taxes, and stock compensation. Investing Activities Net cash used in investing activities totaled $13,888,000 for the three months ended March 31, 2026, compared to $7,323,000 for the three months ended March 31, 2025. Cash used for property and equipment additions was $9,640,000 and $6,137,000 for the three months ended March 31, 2026, and 2025, respectively. For the three months ended March 31, 2026, we contributed capital of $3,594,000 for two joint venture, multi-family developments that are under construction in Nashville, Tennessee compared to $2,419,000 for the same period in the prior year. Cash used for purchases of marketable securities, net of proceeds, resulted in cash used of $654,000 for the three months ended March 31, 2026. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activities of $1,226,000 for the three months ended March 31, 2025. Financing Activities Net cash used in financing activities totaled $54,504,000 for the three months ended March 31, 2026 compared to $12,693,000 for the three months ended March 31, 2025. During the first quarter of 2026, cash of $40,000,000 was used to pay down the outstanding principal balance of the long-term debt compared to $3,000,000 for the same period in the prior year. Cash used for dividend payments to common stockholders totaled $9,941,000 and $9,420,000 for the three months ended March 31, 2026 and 2025, respectively. Proceeds from the issuance of common stock totaled $12,268,000 and $1,278,000 for the three months ended March 31, 2026 and 2025, respectively. We repurchased common shares outstanding in the amount of $16,321,000 and $1,722,000 for the three months ended March 31, 2026 and 2025, respectively. The repurchased common shares were all from employee stock option exercises and were not from repurchases on the open market. Short – term liquidity We expect to meet our short-term liquidity requirements primarily from our cash flows from operating activities. In addition to cash flows from operations, we have current cash on hand of $85,526,000 and unrestricted marketable equity securities of $172,826,000. We also have unencumbered real estate and the borrowing capacity on our $50 million available line of credit. We believe these various resources are adequate to meet our contractual obligations and growth and development plans in the next twelve months. Long – term liquidity We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $85,526,000, our unrestricted marketable equity securities of $172,826,000, and the borrowing capacity on our unencumbered real estate. Our ability to meet our long–term contractual obligations, and to finance our operating requirements and growth plans will depend upon our future performance. Our future performance will be affected by business, economic, financial and other factors, including potential changes in state and federal government payment rates for healthcare, customer demand, success of our marketing efforts, pressures from competitors, and the state of the economy, including the state of financial and credit markets, as well as many unforeseen factors. Commitment and Contingencies Governmental Regulations Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid, and other federal healthcare programs. 34 Table of Contents