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.



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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 and Commitments);

? 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 2022 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, 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, 34 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.





Impact of COVID-19



In early March 2020, COVID-19, a disease caused by the novel strain of the
coronavirus, was characterized as a pandemic by the World Health Organization.
As a provider of healthcare services, we were significantly exposed to the
public health and economic effects of the COVID-19 pandemic.  NHC's primary
objective was and has remained the same throughout the COVID-19 pandemic: that
is to protect the health and safety of our patients, residents, and partners
(employees). We continue to follow all guidance from the Centers for Medicare
and Medicaid Services ("CMS"), the Centers for Disease Control and Prevention
("CDC"), and state and local health departments to prevent the spread of the
disease within our operations.



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We began our first vaccination clinics in our skilled nursing facilities in
December 2020. As the vaccination clinics progressed and as the vaccine became
more accessible, we began to see a significant decline in COVID-19 cases
among our operations, as well as a significant decrease in the adverse health
events related to COVID. Despite the COVID-19 cases and adverse health events
from COVID declining, our operating expenses remained elevated with incentive
compensation being paid to attract and retain frontline partners, as well as
increased costs of personal protective equipment ("PPE"), sanitizers and
cleaning supplies, and COVID-19 testing of our patients and partners. Despite
the continued disruption of COVID-19 to our operations, our capital and
financial resources, including our overall liquidity, remain strong. Our
liquidity provides us with significant flexibility to maintain the strength of
our balance sheet in periods of uncertainty or stress.



Legislation and Government Stimulus Due to COVID-19





The U.S. government enacted several laws beginning in March 2020 designed to
help the nation respond to the COVID-19 pandemic. The new laws impacted
healthcare providers in a variety of ways, but the largest legislation from a
monetary relief perspective was the CARES Act. Through the CARES Act, as well as
the 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.



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 $10,620,000 of government stimulus income from the
Provider Relief Funds for the three months ended March 31, 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 $4,883,000 and $5,538,000 in
net patient revenues for these supplemental Medicaid payments for the three
months ended March 31, 2023 and 2022, respectively.





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, 2023 was 87.4% compared
to 82.7% 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.



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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, 2023:





                                                            NHC Ratings     

Industry Ratings Total number of skilled nursing facilities, end of period

                                                            68
Number of 4 and 5-star rated skilled nursing facilities           40
Percentage of 4 and 5-star rated skilled nursing
facilities                                                        59%       

37%


Average rating for all skilled nursing facilities, end
of period                                                         3.6                 2.9




Development and Growth



We are undertaking to expand our senior care operations while protecting our
existing operations and markets. The following table lists our recent
development activities.



                                                                 Placed
 Type of                                                           in
Operation      Description        Size          Location         Service
                                                                 January
 Homecare       New Office      1 office      Anderson, SC        2022
                                                                  March
 Hospice        New Office      1 office      Tullahoma, TN       2022
Behavioral
  Health                                                          April
 Hospital      New Facility     64 beds       Knoxville, TN       2022
Behavioral
  Health                                                          June
 Hospital      New Facility     16 beds       St. Louis, MO       2022
                                                                  March
 Hospice        New Office      1 office     Cedar Bluff, VA      2023




Accrued Risk Reserves



Our accrued professional liability and workers' compensation reserves totaled
$105,626,000 at March 31, 2023 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 2022, CMS released its final rule outlining fiscal year 2023 Medicare
payment rates and policy changes for skilled nursing facilities, which began on
October 1, 2022. The fiscal year 2023 rule provided for an approximate 2.7%
increase, or $904 million, compared to 2022 levels. The net increase includes a
3.9% market-basket increase plus a 1.5% market basket forecast error adjustment,
less a 0.3% productivity adjustment and a 2.3% decrease in the FY 2023 SNF PPS
rates as a result of the recalibrated parity adjustment. The recalibrated parity
adjustment is a total of 4.6% and is being phased in over the next two years
(2.3% annually).



In April 2023, CMS released its proposed rule outlining fiscal year 2024
Medicare payment rates and policy changes for skilled nursing facilities, which
will begin on October 1, 2023. The fiscal year 2024 proposed rule equates to a
net increase of 3.7%, or approximately $1.2 billion, in Medicare Part A payments
to SNFs in fiscal year 2024 compared to 2023 levels.  The proposed rule includes
a 2.7% market basket rate increase, a 3.6% market basket forecast error
adjustment, less a 0.2% productivity adjustment, as well as a negative 2.3%, or
approximately $745 million, decrease in 2024 SNF Payment Prospective Systems
rates as a result of the second phase of the Patient Driven Payment Model parity
adjustment recalibration.


For the first three months of 2023, our average Medicare per diem rate for skilled nursing facilities increased 2.1% as compared to the same period in 2022.





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Medicaid - Skilled Nursing Facilities

Effective July 1, 2022 and for the fiscal year 2023, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2023 fiscal year will be approximately $3,200,000 annually, or $800,000 per quarter.





Effective October 1, 2022 and for the fiscal year 2023, the state of South
Carolina implemented specific individual nursing facility increases. We estimate
the resulting increase in revenue for the 2023 fiscal year will be approximately
$3,735,000 annually, or $934,000 per quarter.



We have also received from many of the states in which we operate supplemental
Medicaid payments to help mitigate the incremental costs resulting from the
COVID-19 public health emergency. We have recorded $4,883,000 and $5,538,000 in
net patient revenues for these supplemental Medicaid payments for the three
months ended March 31, 2023 and 2022, respectively.



For the first three months of 2023, our average Medicaid per diem increased 3.6% compared to the same period in 2022.





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 October 2022, CMS released its final rule outlining fiscal year 2023 Medicare
payment rates. CMS projects payments to home health agencies in fiscal year 2023
will increase in aggregate by 0.7%, or $125 million. The increase reflects the
effects of the home health payment update percentage of 4.0%, a permanent
behavioral assumption adjustment resulting in a decrease of 3.5%, and an
estimated 0.2% increase that reflects the effects of an update to the
fixed-dollar loss ratio used in determining outlier payments.



Medicare - Hospice



In July 2022, CMS released its final rule outlining fiscal year 2023 Medicare
payment rates. CMS issued a rate increase of 3.8%, or $825 million, effective
October 1, 2022. The increase is the result of a 4.1% inpatient hospital market
basket increase reduced by a 0.3% productivity adjustment. The FY2023 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 cap
amount for FY2023 would be $32,487.



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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 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, 2023
                                           Inpatient        Homecare
                                            Services       and Hospice       All Other        Total
Revenues and grant income:
Net patient revenues                       $  226,169     $      31,838     $         -     $ 258,007
Other revenues                                    271                 -          11,285        11,556
Net operating revenues and grant income       226,440            31,838     

11,285 269,563



Costs and expenses:
Salaries, wages, and benefits                 138,939            20,244           8,641       167,824
Other operating                                62,264             5,499           3,726        71,489
Rent                                            8,168               558           1,366        10,092
Depreciation and amortization                   9,117               185             746        10,048
Interest                                           98                 -               -            98
Total costs and expenses                      218,586            26,486          14,479       259,551

Income/(loss) from operations                   7,854             5,352          (3,194 )      10,012
Non-operating income                                -                 -           4,323         4,323
Unrealized gains on marketable equity
securities                                          -                 -           1,386         1,386

Income before income taxes                 $    7,854     $       5,352     $     2,515     $  15,721






                                                       Three Months Ended March 31, 2022
                                           Inpatient        Homecare
                                            Services       and Hospice       All Other        Total
Revenues:
Net patient revenues                       $  224,842     $      31,495     $         -     $ 256,337
Other revenues                                    114                 -          11,912        12,026
Government stimulus income                     10,620                 -               -        10,620
Net operating revenues and grant income       235,576            31,495     

11,912 278,983



Costs and expenses:
Salaries, wages, and benefits                 142,185            19,401           9,108       170,694
Other operating                                64,383             7,095           2,607        74,085
Rent                                            8,347               592           1,126        10,065
Depreciation and amortization                   8,838               113             806         9,757
Interest                                          165                 -               -           165
Total costs and expenses                      223,918            27,201          13,647       264,766

Income/(loss) from operations                  11,658             4,294          (1,735 )      14,217
Non-operating income                                -                 -           3,199         3,199
Unrealized gains on marketable equity
securities                                          -                 -           3,126         3,126

Income before income taxes                 $   11,658     $       4,294     $     4,590     $  20,542




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Non-GAAP Financial Presentation





The Company is providing certain non-GAAP financial measures as the Company
believes that these figures are helpful in allowing investors to more accurately
assess the ongoing nature of the Company's operations and measure the Company's
performance more consistently across periods. Therefore, the Company believes
this information is meaningful in addition to the information contained in the
GAAP presentation of financial information. The presentation of this additional
non-GAAP financial information is not intended to be considered in isolation or
as a substitute for the financial information prepared and presented in
accordance with GAAP.



Specifically, the Company believes the presentation of non-GAAP financial information that excludes the unrealized gains or losses on our marketable equity securities, operating results for the newly constructed healthcare facilities or start-up operations not at full capacity, and share-based compensation expense is helpful in allowing investors to assess the Company's operations more accurately.





The operating results for the newly constructed healthcare facilities not at
full capacity for the three months ended March 31, 2023 include facilities that
began operations from 2021 to 2023, which is two behavioral health hospitals,
one homecare agency, and two hospice agencies. For the three months ended March
31, 2022, included are facilities that began operations from 2020 to 2022, which
is two behavioral health hospitals.



The tables below provide reconciliations of GAAP to non-GAAP items (dollars in thousands, except per share data):





                                                                Three Months Ended
                                                                     March 31
                                                               2023            2022

Net income attributable to National Healthcare
Corporation                                                $     11,723     $    15,318
Non-GAAP adjustments
Unrealized gains on marketable equity securities                 (1,386 )        (3,126 )
Operating results for newly opened facilities or
agencies not at full capacity                                     1,217     

743


Share-based compensation expense                                    639     

712


Income tax (benefit)/provision on non-GAAP adjustments             (122 )           434
Non-GAAP Net income                                        $     12,071     $    14,081


GAAP diluted earnings per share                            $       0.76     $      0.99
Non-GAAP adjustments
Unrealized gains on marketable equity securities                  (0.06 )         (0.15 )
Operating results for newly opened facilities or
agencies not at full capacity                                      0.06     

0.04


Share-based compensation expense                                   0.03     

0.03


Non-GAAP diluted earnings per share                        $       0.79     $      0.91




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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
and grant income for the three months ended March 31, 2023 and 2022.



             Percentage of Net Operating Revenues and Grant Income



                                                              Three Months Ended
                                                                   March 31
                                                               2023          2022
Net operating revenues and grant income                          100.0 %      100.0 %
Costs and expenses:
Salaries, wages, and benefits                                     62.3         61.2
Other operating                                                   26.5         26.6
Facility rent                                                      3.7          3.5
Depreciation and amortization                                      3.7          3.5
Interest                                                           0.1          0.1
Total costs and expenses                                          96.3         94.9
Income from operations                                             3.7          5.1
Non-operating income                                               1.6          1.2
Unrealized gains on marketable equity securities                   0.5          1.1
Income before income taxes                                         5.8          7.4
Income tax provision                                              (1.6 )       (1.9 )
Net income                                                         4.2          5.5

Net loss/(income) attributable to noncontrolling interest 0.1

0.0


Net income attributable to stockholders of NHC                     4.3 %        5.5 %





Three Months Ended March 31, 2023 Compared to Three Months Ended March 31, 2022





Results for the quarter ended March 31, 2023 compared to the first quarter of
2022 include a 3.4% decrease in net operating revenues and grant income. The net
operating revenues and grant income decrease was primarily driven by the
reduction in government stimulus income of $10,620,000 during the first quarter
of 2023 compared to the same period a year ago, as well as us exiting the seven
skilled nursing facilities in Massachusetts and New Hampshire during the third
quarter of 2022. Excluding the government stimulus income and the seven skilled
nursing facilities in Massachusetts and New Hampshire, same-facility net
operating revenues increased 7.1% during the first quarter of 2023 compared to
the same period a year ago.



For the quarter ended March 31, 2023, GAAP net income attributable to NHC was
$11,723,000 compared to net income of $15,318,000 for the same period in 2022.
Excluding the unrealized gains in our marketable equity securities portfolio and
other non-GAAP adjustments, adjusted net income for the quarter ended March 31,
2023 was $12,071,000 compared to $14,081,000 for the same period in 2022.  The
decrease in adjusted net income for the first quarter of 2023 compared to the
first quarter of 2022 was primarily due to the $10,620,000 less in government
stimulus income recorded during the current quarter.



Net operating revenues and grant income

Net patient revenues increased $1,670,000, or 0.7%, compared to the same period last year.





The total census at owned and leased skilled nursing facilities for the quarter
averaged 87.4%, compared to an average of 82.7% for the same quarter a year ago.
Overall, the composite skilled nursing facility per diem increased 3.3% compared
to the same quarter a year ago. Our Medicare per diem rates increased 2.1% and
managed care per diem rates increased 2.7% compared to the same quarter a year
ago. Medicaid and private pay per diem rates increased 3.6% and 3.1%,
respectively, compared to the same quarter a year ago. For the three months
ended March 31, 2023 and 2022, respectively, $4,883,000 and $5,538,000 have been
included in our net patient revenues for supplemental COVID-19 Medicaid
payments.



In September 2022, the Company transferred the operations of seven skilled
nursing facilities located in Massachusetts and New Hampshire resulting in net
patient revenues decreasing $16,603,000 for the three months ended March 31,
2023 compared to the same quarter last year.



Other revenues decreased $470,000, or 3.9%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.





During the three months ended March 31, 2023 and 2022, respectively, we recorded
$0 and $10,620,000 in government stimulus income related to funds received from
the CARES Act Provider Relief Fund. See Note 3 - Coronavirus Pandemic for
additional information.



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Total costs and expenses


Total costs and expenses for the three months ended March 31, 2023 compared to the same period of 2022 decreased $5,215,000, or 2.0% to $259,551,000 from $264,766,000.





Salaries, wages, and benefits decreased $2,870,000, or 1.7%, to
$167,824,000 from $170,694,000. Salaries, wages, and benefits as a percentage of
net operating revenues and grant income was 62.3% compared to 61.2% for the
three months ended March 31, 2023 and 2022, respectively. We continue to face
workforce and labor shortages within all of our operations, which increases wage
pressure in regards to retaining and attracting qualified healthcare partners
(employees). The labor and workforce shortages have resulted in us contracting
with agency nurse staffing companies.  The agency nurse staffing companies
charge inflated hourly rates; therefore, we are working diligently to find
solutions to reduce and eliminate the agency nurse staffing within our
healthcare operations. For the quarter ended March 31, 2023, our agency nurse
staffing expense decreased $4,941,000, or approximately 34%, compared to the
same period a year ago.


In September 2022, the Company transferred the operations of seven skilled nursing facilities located in Massachusetts and New Hampshire resulting in salaries, wages, and benefits decreasing $11,884,000 for the three months ended March 31, 2023 compared to the same quarter last year.





Other operating expenses decreased $2,596,000, or 3.5%, to $71,489,000 for the
2023 period compared to $74,085,000 for the 2022 period. Other operating
expenses as a percentage of net operating revenues and grant income was 26.5%
and 26.6% for the three months ended March 31, 2023 and 2022, respectively. The
transfer of the operations of the seven skilled nursing facilities located in
Massachusetts and New Hampshire, as noted above, resulted in other operating
expenses decreasing $5,206,000 for the three months ended March 31, 2023
compared to the same quarter last year. We continue to face inflationary
pressures in certain categories within other operating expenses as well, such as
food/dietary supplies and drugs/pharmaceutical supplies.



Other income


Non-operating income increased by $1,124,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.





Income taxes


The income tax provision for the three months ended March 31, 2023 is $4,436,000 (an effective income tax rate of 28.2%).





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.



Three Months Ended March 31, 2022 Compared to Three Months Ended March 31, 2021

Results for the quarter ended March 31, 2022 compared to the first quarter of 2021 include an 11.2% increase in net operating revenues and grant income. Despite the decrease in Provider Relief Funds, the net operating revenues increase was primarily due to the census increase in our skilled nursing facilities and the June 2021 acquisition of Caris Healthcare, a hospice provider.





For the quarter ended March 31, 2022, GAAP net income attributable to NHC was
$15,318,000 compared to net income of $21,267,000 for the same period in 2021.
Excluding the unrealized gains in our marketable equity securities portfolio and
other non-GAAP adjustments, adjusted net income for the quarter ended March 31,
2022 was $14,081,000 compared to $16,592,000 for the same period in 2021.  The
decrease in adjusted net income for the first quarter of 2022 compared to the
first quarter of 2021 was primarily due to less government stimulus income
recorded during the current quarter, as well as higher inflationary pressures on
labor costs.


Net operating revenues and grant income

Net patient revenues increased $39,482,000, or 18.2%, compared to the same period last year.





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The total census at owned and leased skilled nursing facilities for the quarter
averaged 82.7%, compared to an average of 76.8% for the same quarter a year ago.
Overall, the composite skilled nursing facility per diem increased 2.9% compared
to the same quarter a year ago. Our Medicare per diem rates increased 1.2% and
managed care per diem rates increased 6.9% compared to the same quarter a year
ago. Medicaid and private pay per diem rates increased 4.8% and 9.2%,
respectively, compared to the same quarter a year ago. For the three months
ended March 31, 2022 and 2021, respectively, $5,538,000 and $3,955,000 have been
included in our net patient revenues for these supplemental COVID-19 Medicaid
payments.


In June 2021, the Company acquired the remaining ownership interest in Caris, which resulted in net patient revenues increasing $17,785,000 for the three months ended March 31, 2022 compared to the first quarter of 2021.

Other revenues increased $657,000, or 5.8%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

During the three months ended March 31, 2022 and 2021, respectively, we recorded $10,620,000 and $22,749,000 in government stimulus income related to funds received from the CARES Act Provider Relief Fund. See Note 3 - Coronavirus Pandemic for additional information.





Total costs and expenses



Total costs and expenses for the three months ended March 31, 2022 compared to
the same period of 2021 increased $29,015,000, or 12.3% to $264,766,000 from
$235,751,000.



Salaries, wages, and benefits increased $21,535,000, or 14.4%, to
$170,694,000 from $149,159,000. Salaries, wages, and benefits as a percentage of
net operating revenues and grant income was 61.2% compared to 59.4% for the
three months ended March 31, 2022 and 2021, respectively. Our Caris acquisition
increased salaries, wages, and benefits $10,224,000 in the first quarter of 2022
compared to the same quarter a year ago. We continue to face tremendous
workforce and labor shortages within all of our operations, which increases wage
pressure and inflation in regard to retaining and attracting qualified
healthcare partners (employees). With the workforce environment being so
challenging, the largest expense increase from a labor standpoint is in our
agency nurse staffing.  Our agency nurse staffing expense increased $12,435,000
for the first quarter of 2022 compared to the same quarter a year ago.



Other operating expenses increased $7,961,000, or 12.0%, to $74,085,000 for the
2022 period compared to $66,124,000 for the 2021 period. Other operating
expenses as a percentage of net operating revenues and grant income was 26.6%
and 26.3% for the three months ended March 31, 2022 and 2021, respectively. Our
Caris acquisition increased other operating expenses $5,104,000 in the first
quarter of 2022 compared to the same quarter a year ago. We continue to face
inflationary pressures in certain categories within other operating expenses as
well, such as food/dietary supplies and drugs/pharmaceutical supplies.



Other income


Non-operating income decreased by $3,061,000 compared to the same period last year, as further detailed in Note 6 to our interim condensed consolidated financial statements.





Income taxes


The income tax provision for the three months ended March 31, 2022 is $5,193,000 (an effective income tax rate of 25.3%).





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.





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
                                             2023          2022              $             %
Cash, cash equivalents, restricted cash,
and restricted cash equivalents, at
beginning of period                        $  74,865     $ 119,743     $   

(44,878 ) (37.5 )



Cash provided by/(used in) operating
activities                                    13,857       (27,457 )        

41,314 150.5



Cash used in investing activities             (1,427 )      (5,920 )        

4,493 75.9



Cash used in financing activities            (12,619 )     (10,450 )        

(2,169 ) (20.8 )



Cash, cash equivalents, restricted cash,
and restricted cash equivalents, at end
of period                                  $  74,676     $  75,916     $    (1,240 )        (1.6 )




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Operating Activities



Net cash provided by operating activities for the three months ended March 31,
2023 was $13,857,000 as compared to cash used in operating activities of
$27,457,000 in the same period last year. Cash provided by operating activities
consisted of net income of $11,285,000 and adjustments for non-cash items of
$8,097,000. There was cash used for working capital needs in the amount of
$6,017,000 for the three months ended March 31, 2023 compared to $52,250,000 for
the same period a year ago.



Included in the adjustments for non-cash items are depreciation expense, equity
in earnings of unconsolidated investments, unrealized gains on our marketable
equity securities, deferred taxes, and stock compensation.



Investing Activities



Net cash used in investing activities totaled $1,427,000 for the three months
ended March 31, 2023, compared to $5,920,000 for the three months ended March
31, 2022. Cash used for property and equipment additions was $6,640,000 and
$8,962,000 for the three months ended March 31, 2023, and 2022,
respectively. Proceeds from the sale of marketable securities, net of purchases,
resulted in cash provided by investing activity of $5,211,000 and $2,818,000 for
the three months ended March 31, 2023 and 2022, respectively.



Financing Activities



Net cash used in financing activities totaled $12,619,000 for the three months
ended March 31, 2023 compared to $10,450,000 for the three months ended March
31, 2022. We made principal payments under our finance lease obligations in the
amount of $1,218,000 and $1,147,000 for the three months ended March 31, 2023
and 2022, respectively. Cash used for dividend payments to common stockholders
totaled $8,748,000 in the current year period compared to $8,493,000 for the
same period a year ago. We repurchased common shares outstanding in the amount
of $2,482,000 in the current year period compared to $146,000 for the same
period a year ago.



Short-term liquidity



We expect to meet our short-term liquidity requirements primarily from our cash
flows from operating activities. In addition to cash flows from operations, our
current cash on hand of $46,144,000 and our marketable equity and debt
securities of $118,647,000 are expected to be adequate to meet our contractual
obligations, operating liquidity, and our 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 $46,144,000 and our
marketable equity and debt securities of $118,647,000. We also have substantial
value in our unencumbered real estate assets which could potentially be used as
collateral in future borrowing opportunities. At March 31, 2023, we do not have
any long-term debt.



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.



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