What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-08-06 compared with 2026-05-07 · 152 added, 67 removed, 193 unchanged (53% of the section changed)

10 unchanged sentences

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);

liabilities and other claims asserted against us, including patient care liabilities, as well as the resolution of current litigation (see Note 17 to Interim Condensed Consolidated Financial Statements included in this Form 10-Q);

the ability to attract and retain qualified personnel;

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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.

As of June 30, 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.

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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.

The overall census in owned and leased skilled nursing facilities for the three months ending June 30, 2026 was 90.1% compared to 89.4% for the same period a year ago.

For the six months ended June 30, 2026, overall census in our owned and leased skilled nursing facilities 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.

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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:

The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of June 30, 2026:

Industry Ratings

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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.

Estimated Completion

We are undertaking to expand our senior care operations while protecting our existing operations and markets.

The following table lists our recent development activities.

Placed in Service

Assisted Living Facility

1 unchanged sentence

Tullahoma, TN

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.

On June 1, 2026, the Company purchased the land, buildings, and other specified assets and assumed certain liabilities of five skilled nursing facilities from National Health Corporation (“National”) for a purchase price of $50,500,000.

The operations have 639 licensed skilled nursing beds in the states of South Carolina and Tennessee.

On July 1, 2026, the Company purchased the land, facilities, and improvements of thirty-two skilled nursing facilities and three independent living facilities, currently leased by us as tenant, from National Health Investors (“NHI”) for a purchase price of $560,000,000.

On the closing date of the transaction, the lease agreement with NHI is terminated.

The Company currently operates and will continue to operate all of the 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.

We also 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.

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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.

Our accrued professional liability and workers’ compensation reserves totaled $121,129,000 at June 30, 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.

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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.

In July 2026, CMS released its final 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 3.3% minus a 0.9% 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.

CMS also finalized its proposals related to the SNF Quality Reporting Program, including the removal of two measures related to COVID-19 vaccination, a shortened data reporting timeline, and the requirement to submit assessment data for all patients regardless of payer.

For the first six months of 2026, our average Medicare per diem rate for skilled nursing facilities increased 2.6% as compared to the same period in 2025.

Medicaid – Skilled Nursing Facilities

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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.

For the first six months of 2026, our average Medicaid per diem increased 2.5% compared to the same period in 2025.

State Medicaid plans subject to budget constraints are of particular concern to us.

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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.

In July 2026, CMS released its proposed rule outlining fiscal year 2027 Medicare payment rates.

The proposal includes a 2.4% update, which includes a 3.1% market basket update, reduced by a 1.0% point cut for productivity, as well as an 0.3% increase related to outlier payments.

In addition, the agency proposes a temporary cut of 3.0% that it states is necessary to achieve budget-neutral implementation of the Patient-driven Groupings Model.

CMS also proposes several policy changes related to provider enrollment provisions that it states would help reduce improper Medicare payments and protect beneficiaries.

The provisions would affect any providers and suppliers participating in the Medicare program.

Medicare – Hospice

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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.

The proposed hospice cap amount for FY2026 is $35,361.

In July 2026, CMS released its final rule outlining fiscal year 2027 Medicare payment rates.

The final rule includes a 2.3% net increase, which includes a 3.2% market basket update and a 0.9% cut for productivity.

The hospice cap would increase to $36,175.

Also under the final rule, CMS finalized the fraud-based tool, the service and spending variation index (SSVI), which includes a comprehensive scoring system calculated using nine claims-based measures, each representing a different aspect of hospice utilization as well as nonhospice spending.

Segment Reporting

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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

Three Months Ended June 30, 2026

Net patient revenues

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Total costs and expenses

Income from operations

Non-operating income

Interest expense

Unrealized gains on marketable equity securities

Income before income taxes

Three Months Ended June 30, 2025

Net patient revenues

Other revenues

Net operating revenues

Costs and expenses:

Salaries, wages, and benefits

Other operating

Depreciation and amortization

Total costs and expenses

Income/(loss) from operations

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Interest expense

Unrealized losses on marketable equity securities

Income/(loss) before income taxes

Six Months Ended June 30, 2026

Net patient revenues

Other revenues

Net operating revenues

Costs and expenses:

Salaries, wages, and benefits

Other operating

Depreciation and amortization

Total costs and expenses

Income/(loss) from operations

Non-operating income

Interest expense

Unrealized gains on marketable equity securities

Income before income taxes

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

Net patient revenues

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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.

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 and six months ended June 30, 2026 and 2025.

Percentage of Net Operating Revenues

Three Months Ended

Six Months Ended

Net operating revenues

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Interest expense

Unrealized gains on marketable equity securities

Unrealized gains/(losses) on marketable equity securities

Income before income taxes

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Net income attributable to stockholders of NHC

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.

Three Months Ended June 30, 2026 Compared to Three Months Ended June 30, 2025

Results for the quarter ended June 30, 2026 compared to the second quarter of 2025 include an 8.8% increase in net operating revenues.

The net operating revenues increase was due to a 3.0% increase in same-facility net operating revenues, as well as the June 1, 2026 acquisition of the five skilled nursing facilities from National Health Corporation.

For the quarter ended June 30, 2026, GAAP net income attributable to NHC was $40,319,000 compared to net income of $23,722,000 for the same period in 2025.

Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended June 30, 2026 was $27,551,000 compared to $25,710,000 for the same period in 2025, an increase of 7.2%.

Net operating revenues

Net patient revenues increased $15,010,000, or 4.1%, 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 90.1%, compared to an average of 89.4% for the same quarter a year ago.

Overall, the composite skilled nursing facility per diem increased 1.5% 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.

Our Medicare and Managed Care per diem rates increased 2.2% and 2.9%, respectively, compared to the same quarter a year ago.

Medicaid and private pay per diem rates increased 1.3% and 3.1%, 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.

For the three months ended June 30, 2026 and 2025, respectively, $1,821,000 and $1,812,000 have been included in our net patient revenues for supplemental Medicaid payments from the state of Tennessee.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $5,999,000 in net patient revenues for the quarter ended June 30, 2026 compared to the same period in 2025.

Other revenues increased $18,105,000, or 156.6%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

During the second quarter of 2026, we recognized management fees of $18,325,000 previously earned for management services prior to 2025, but these management fees were not previously recognized as such revenues.

These revenues did not previously meet the recognition criteria of ASC Topic 606, Revenue from Contracts with Customers, because the underlying consideration was constrained.

Upon the acquisition of the five skilled nursing facilities from National Health Corporation on June 1, 2026, the revenue recognition criteria was met and the management fees were paid and recognized in the current period.

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.

Total costs and expenses for the three months ended June 30, 2026 compared to the same period of 2025 increased $18,270,000, or 5.4% to $359,090,000 from $340,820,000.

Salaries, wages, and benefits increased $15,368,000, or 6.8%, to $241,902,000 from $226,534,000.

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.

Salaries, wages, and benefits as a percentage of net operating revenues was 59.3% compared to 60.4% for the three months ended June 30, 2026 and 2025, respectively.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $3,732,000 in salaries, wages, and benefits for the quarter ended June 30, 2026 compared to the same period in 2025.

Other operating expenses increased $2,532,000, or 2.8%, to $94,475,000 for the 2026 period compared to $91,943,000 for the 2025 period.

Other operating expenses as a percentage of net operating revenues was 23.2% and 24.5% for the three months ended June 30, 2026 and 2025, respectively.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $1,489,000 for the quarter ended June 30, 2026 compared to the same period in 2025.

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity.

The fair value of the land contributed to the new entity was $5,625,000.

The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000.

This gain was netted with other operating expenses resulting in a decrease of $3,606,000 in other operating expenses in the prior year period.

Non–operating income decreased by $960,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.

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.

One of the drivers of the decrease in non-operating income are losses at the multi-family development in Franklin, Tennessee.

The multi-family development is opening the apartment buildings in phases and some of the buildings are currently being leased.

We have incurred losses of $589,000 for the second quarter of 2026 related to this development.

The income tax provision for the three months ended June 30, 2026 is $13,472,000 (an effective income tax rate of 24.9%).

Noncontrolling interest

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The carrying amount of the noncontrolling interest is adjusted based on an allocation of subsidiary earnings based on ownership interest.

Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025

Results for the six months ended June 30, 2026 compared to the same period of 2025 include a 5.5% increase in net operating revenues.

The net operating revenues increase was due to a 2.9% increase in same-facility net operating revenues, as well as the June 1, 2026 acquisition of the five skilled nursing facilities from National Health Corporation.

For the six months ended June 30, 2026, GAAP net income attributable to NHC was $76,176,000 compared to net income of $55,927,000 for the same period in 2025.

Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the six months ended June 30, 2026 was $57,640,000 compared to $50,549,000 for the same period in 2025, an increase of 14.0%.

Net operating revenues

Net patient revenues increased $23,208,000, or 3.2%, compared to the same period last year.

The total census at owned and leased skilled nursing facilities for the six months ended June 30, 2026 averaged 90.0%, compared to an average of 89.3% for the same period a year ago.

Overall, the composite skilled nursing facility per diem increased 2.3% compared to the same period a year ago.

Our Medicare per diem rates increased 2.6% and managed care per diem rates increased 2.9% compared to the same period a year ago.

Medicaid and private pay per diem rates increased 2.5% and 3.4%, respectively, compared to the same period a year ago.

For the six months ended June 30, 2026 and 2025, $3,605,000 and $3,684,000, respectively, have been included in our net patient revenues for supplemental Medicaid payments.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $5,999,000 in net patient revenues for the six months ended June 30, 2026 compared to the same period in 2025.

Other revenues increased $18,031,000, or 76.2%, compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

These revenues did not previously meet the recognition criteria of ASC Topic 606, Revenue from Contracts with Customers, because the underlying consideration was constrained.

Total costs and expenses

Total costs and expenses for the six months ended June 30, 2026 compared to the same period of 2025 increased $24,908,000, or 3.6% to $708,658,000 from $683,750,000.

Salaries, wages, and benefits increased $22,312,000, or 4.9%, to $476,976,000 from $454,664,000.

Salaries, wages, and benefits as a percentage of net operating revenues was 60.4% compared to 60.7% for the six months ended June 30, 2026 and 2025, respectively.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $3,732,000 in salaries, wages, and benefits for the six months ended June 30, 2026 compared to the same period in 2025.

Other operating expenses increased $1,312,000, or 0.7%, to $185,712,000 for the 2026 period compared to $184,400,000 for the 2025 period.

Other operating expenses as a percentage of net operating revenues was 23.5% and 24.6% for the six months ended June 30, 2026 and 2025, respectively.

The operations of the five skilled nursing facilities that we acquired from National Health Corporation attributed to an increase of $1,489,000 for the six months ended June 30, 2026 compared to the same period in 2025.

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity.

The fair value of the land contributed to the new entity was $5,625,000.

The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000.

This gain was netted with other operating expenses resulting in a decrease of $3,606,000 in other operating expenses in the prior year period.

Non–operating income decreased by $1,282,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.

One of the drivers of the decrease in non-operating income are losses at the multi-family development in Franklin, Tennessee.

The multi-family development is opening the apartment buildings in phases and some of the buildings are currently being leased.

For the six months ending June 30, 2026, we have incurred losses of $935,000 related to this development.

The income tax provision for the six months ended June 30, 2026 is $22,184,000 (an effective income tax rate of 22.4%).

Non-GAAP Financial Presentation

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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

Six Months Ended

Net income attributable to National Healthcare Corporation

Non-GAAP adjustments:

Unrealized gains on marketable equity securities

Unrealized (gains)/losses on marketable equity securities

Share-based compensation expense

Income tax expense on non-GAAP adjustments

National management fee revenue from prior periods

Gain on sale of property and equipment

Income tax expense/(benefit) on non-GAAP adjustments

Non-GAAP Net income

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Non-GAAP adjustments:

Unrealized gains on marketable equity securities

Unrealized (gains)/losses on marketable equity securities

Share-based compensation expense

Income tax expense on non-GAAP adjustments

National management fee revenue from prior periods

Gain on sale of property and equipment

Income tax expense/(benefit) on non-GAAP adjustments

Non-GAAP diluted earnings per share

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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

Three Month Change

Six Months Ended

Six Month Change

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

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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.

Net cash provided by operating activities for the six months ended June 30, 2026 was $105,802,000 as compared to $102,074,000 in the same period last year.

Cash provided by operating activities consisted of net income of $76,640,000 and adjustments for non–cash items of $19,029,000.

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.

There was cash provided by working capital in the amount of $9,474,000 and $32,831,000 for the six months ended June 30, 2026 and 2025, respectively.

Included in the adjustments for non-cash items are depreciation expense, equity in earnings of unconsolidated investments, unrealized gains on our marketable equity securities, gain on sale of property and equipment, 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.

Net cash used in investing activities totaled $101,557,000 for the six months ended June 30, 2026, compared to $22,902,000 for the six months ended June 30, 2025.

During 2026, the Company acquired five skilled nursing centers from National Health Corporation for $52,198,000, paid $20,000,000 into an escrow account to be used against the purchase price of the thirty-two skilled nursing facilities and three independent living facilities from NHI, and also purchased land in Mount Juliet, Tennessee for $2,500,000.

Cash used for property and equipment additions was $22,167,000 and $16,341,000 for the six months ended June 30, 2026, and 2025, respectively.

The increase in property additions in 2026 was primarily due to the continued development and construction of an assisted living and memory care facility in Tullahoma, Tennessee.

For the six months ended June 30, 2026, we contributed capital of $6,984,000 for two joint venture, multi-family developments that are under construction in Nashville, Tennessee compared to $3,205,000 for the same period in the prior year.

Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activities of $2,292,000 for the six months ended June 30, 2026.

Cash used for purchases of marketable securities, net of proceeds, resulted in cash used of $3,821,000 for the six months ended June 30, 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.

Net cash used in financing activities totaled $64,154,000 for the six months ended June 30, 2026 compared to $45,732,000 for the six months ended June 30, 2025.

During 2026, cash of $40,000,000 was used to pay down the outstanding principal balance of the long-term debt compared to $27,000,000 for the same period in the prior year.

Cash used for dividend payments to common stockholders totaled $19,930,000 and $18,854,000 for the six months ended June 30, 2026 and 2025, respectively.

Proceeds from the issuance of common stock totaled $19,459,000 and $6,462,000 for the six months ended June 30, 2026 and 2025, respectively.

We repurchased common shares outstanding in the amount of $23,561,000 and $6,384,000 for the six months ended June 30, 2026 and 2025, respectively.

The repurchased common shares were all from employee stock option exercises and were not from repurchases on the open market.

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In addition to cash flows from operations, we have current cash on hand of $39,209,000 and unrestricted marketable equity securities of $170,981,000.

We also have unencumbered real estate and the borrowing capacity on our $50 million available line of credit.

We also have unencumbered real estate and the borrowing capacity on our 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.

We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $39,209,000, our unrestricted marketable equity securities of $170,981,000, and the additional borrowing capacity on our unencumbered assets and 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.

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Governmental Regulations

Laws and regulations governing the Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation.

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.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 2. Management’s Discussion and Analysis