Overview

National HealthCare Corporation, which we also refer to as NHC or the Company,
is a leading provider of post-acute care and senior health care services. At
December 31, 2019, we operate or manage 75 skilled nursing facilities with 9,513
1icensed beds, 25 assisted living facilities, five independent living
facilities, one behavioral health hospital, and 35 homecare programs located in
10 states. These operations are provided by separately funded and maintained
subsidiaries. We have a non-controlling ownership interest in a hospice care
business that services NHC owned health care centers and others. In addition, we
provide management services, accounting and financial services, and insurance
services to third party operators of healthcare properties. We also own the real
estate of 13 healthcare properties and lease these properties to third party
operators.



Executive Summary



Earnings



To monitor our earnings, we have developed budgets and management reports to
monitor labor, census, and the composition of revenues. Inflationary increases
in our costs may cause net earnings from patient services to decline.



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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 2019 was 90.3% compared to 89.8% in 2018 and 90.2% in
2017. With the average length of stay decreasing for a skilled nursing patient,
as well as the increased availability of assisted living facilities and home and
community-based services, 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. Additionally, NHC is in various stages of
partnerships with hospital systems, payors, and other post-acute alliances in
positioning us to be an active participant in the health delivery systems as
they develop.



Patient-Driven Payment Model


On October 1, 2019, the new case-mix reimbursement model of PDPM became effective. Under PDPM, the payment to skilled nursing facilities is based heavily on the patient's condition rather than the specific services provided by each skilled nursing facility.





CMS' fiscal year 2020 final rule provided for an approximate net 2.4% increase,
or $851 million, compared to fiscal year 2019 levels, which was effective
October 1, 2019. For the quarter ended December 31, 2019, our average Medicare
per diem increased 7.6% compared to the same period in 2018.



Quality of Patient Care



Centers for Medicare and Medicaid Services ("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 of 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.



On April 24, 2019, CMS announced several changes to the Five-Star Quality Rating
System which included updating thresholds for both the staffing and quality
components of the system. CMS estimated the changes will cause 47% of all
nursing centers to lose stars in their "Quality" ratings and 33% are expected
to lose stars in their "Staffing" ratings.  Therefore, approximately 36% of all
nursing centers are expected to lose stars in their "Overall" ratings. As
anticipated, the implementation of these changes impacted our overall ratings,
as well as everyone in the industry.



The tables below summarize NHC's overall performance in these Five-Star ratings versus the skilled nursing industry as of December 31, 2019:





                                                            NHC Ratings     

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

                                                            75
Number of 4 and 5-star rated skilled nursing facilities           54
Percentage of 4 and 5-star rated skilled nursing
facilities                                                        72%                  45%
Average rating for all skilled nursing facilities, end
of period                                                        3.97                 3.12




Development and Growth



We are undertaking to expand our post-acute and senior health care operations
while protecting our existing operations and markets. The following table lists
our recent construction and purchase activities.



    Type of
   Operation       Description          Size             Location        Placed in Service
Skilled Nursing    New Facility       112 beds         Columbia, TN        January 2017
Assisted Living    New Facility       78 units         Bluffton, SC         March 2017
Assisted Living    New Facility       80 units       Garden City, SC         June 2017
  Memory Care      Bed Addition       23 beds        Murfreesboro, TN        July 2017
Skilled Nursing    Bed Addition       30 beds        Springfield, MO        April 2018
  Behavioral
Health Hospital    Acquisition        14 beds        Osage Beach, MO        August 2018
  Memory Care      New Facility       60 beds          Farragut, TN        January 2019
  Memory Care      Acquisition        60 beds         St. Peters, MO         June 2019




Accrued Risk Reserves



Our accrued professional liability and workers' compensation reserves totaled
$96,011,000 and $96,024,000 at December 31, 2019 and 2018, respectively, and are
a primary area of management focus. We have set aside restricted cash and
marketable securities to fund our professional liability and workers'
compensation reserves.



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As to exposure for professional liability claims, we have developed performance
measures to 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.



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 one behavioral health hospital, and (2) homecare
services. These reportable operating segments are consistent with information
used by the Company's Chief Executive Officer, as Chief Operating Decision Maker
("CODM"), to assess performance and allocate resources.



The Company also reports an "all other" category that includes revenues from
rental income, management and accounting services fees, insurance services, and
costs of the corporate office. For additional information on these reportable
segments see Note 1 - "Summary of Significant Accounting Policies".



The Company's CODM evaluates performance and allocates capital resources to each
segment based on an operating model that is designed to improve the quality of
patient care and profitability of the Company while enhancing long-term
shareholder value. The CODM does not review assets by segment in his resource
allocation and therefore, assets by segment are not disclosed below.



The following tables set forth the Company's consolidated statements of operations by business segment (in thousands):





                                                        Year Ended December 31, 2019
                                           Inpatient
                                            Services       Homecare       All Other        Total
Revenues:
Net patient revenues                       $  893,201     $   54,671     $         -     $ 947,872
Other revenues                                    910              -          47,601        48,511
Net operating revenues                        894,111         54,671          47,601       996,383

Costs and Expenses:
Salaries, wages and benefits                  526,430         33,037          33,364       592,831
Other operating                               242,435         17,003           9,004       268,442
Facility rent                                  32,748          1,854           5,916        40,518
Depreciation and amortization                  38,731            250           3,438        42,419
Interest                                        1,578              -           1,557         3,135
Total costs and expenses                      841,922         52,144          53,279       947,345

Income (loss) from operations                  52,189          2,527          (5,678 )      49,038
Non-operating income                                -              -          26,747        26,747
Unrealized gains on marketable equity
securities                                          -              -          12,230        12,230

Income before income taxes                 $   52,189     $    2,527     $    33,299     $  88,015




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                                                         Year Ended December 31, 2018
                                            Inpatient
                                             Services       Homecare      All Other        Total
Revenues:
Net patient revenues                        $  872,912     $   59,862     $        -     $ 932,774
Other revenues                                   2,494              -         45,081        47,575
Net operating revenues                         875,406         59,862         45,081       980,349

Costs and Expenses:
Salaries, wages and benefits                   513,647         33,339         35,735       582,721
Other operating                                225,133         19,566          9,339       254,038
Facility rent                                   33,052          1,945          5,926        40,923
Depreciation and amortization                   38,372            229          3,293        41,894
Interest                                         1,504              -          3,193         4,697
Total costs and expenses                       811,708         55,079         57,486       924,273

Income (loss) from operations                   63,698          4,783        (12,405 )      56,076
Non-operating income                                 -              -         17,670        17,670
Unrealized gains on marketable securities            -              -          1,138         1,138

Income before income taxes                  $   63,698     $    4,783     $    6,403     $  74,884




                                            Year Ended December 31, 2017
                                Inpatient
                                 Services      Homecare      All Other        Total
Revenues:
Net patient revenues            $  853,662     $  63,080     $        -     $ 916,742
Other revenues                         663             -         46,490        47,153
Net operating revenues             854,325        63,080         46,490       963,895

Costs and Expenses:
Salaries, wages and benefits       501,510        33,059         37,474       572,043
Other operating                    221,414        20,855          7,564       249,833
Facility rent                       32,744         1,980          5,643        40,367
Depreciation and amortization       38,246           177          4,229        42,652
Interest                             1,719             -          3,171         4,890
Total costs and expenses           795,633        56,071         58,081       909,785

Income (loss) from operations 58,692 7,009 (11,591 )


   54,110
Non-operating income                     -             -         20,439        20,439

Income before income taxes      $   58,692     $   7,009     $    8,848     $  74,549

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 should exclude the following items: the unrealized gains or losses
on our marketable equity securities, operating results for the newly constructed
healthcare facilities not at full capacity, legal costs and charges related to
the settlement of a Qui Tam investigation within our Caris hospice partnership,
any gains on the acquisition of equity method investments, gains on the sale of
healthcare facilities, share-based compensation expense, and tax adjustments
with the 2017 U.S. Tax Cuts and Jobs Act.



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The operating results for the newly constructed healthcare facilities not at full capacity include the following:

For the year ended December 31, 2019, included are facilities that began operations from 2017 to 2019 (one skilled nursing facility, two assisted living facilities, and one memory care facility).

For the year ended December 31, 2018, included are facilities that began operations from 2016 to 2018 (two skilled nursing facilities and three assisted living facilities).

For the year ended December 31, 2017, included are facilities that began operations from 2015 to 2017 (three skilled nursing facilities and four assisted living facilities).

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





                                                         Year Ended December 31,
                                                  2019            2018            2017
Net income attributable to National
HealthCare Corporation                         $    68,211     $    58,964     $    56,205
Non-GAAP adjustments:
Unrealized gains on marketable equity
securities                                         (12,230 )        (1,138 )             -
Legal costs and charges related to Caris'
legal investigation                                      -           8,364  

2,889


Operating results for newly opened
facilities not at full capacity                        712           3,562  

7,332


Gain on acquisition of equity method
investment                                          (1,975 )        (2,050 )             -
Gain on sale of real estate/healthcare
facilities                                               -          (1,668 )        (1,305 )
Stock-based compensation expense                     1,878           1,778  

1,678

U.S. Tax Cuts and Jobs Act of 2017
adjustment                                               -          (1,434 )        (8,488 )
Provision (benefit) of income taxes on
non-GAAP adjustments                                 3,020          (2,005 )        (4,132 )
Non-GAAP Net Income                            $    59,616     $    64,373     $    54,179

GAAP diluted earnings per share                $      4.44     $      3.87     $      3.69
Non-GAAP adjustments:
Unrealized gains on marketable equity
securities                                           (0.59 )         (0.06 )             -
Legal costs and charges related to Caris'
legal investigation                                      -            0.46  

0.12


Operating results for newly opened
facilities not at full capacity                       0.03            0.17  

0.29


Gain on acquisition of equity method
investment                                           (0.09 )         (0.13 )             -
Gain on sale of real estate/healthcare
facilities                                               -           (0.08 )         (0.05 )
Stock-based compensation expense                      0.09            0.08  

0.07

U.S. Tax Cuts and Jobs Act of 2017
adjustment                                               -           (0.09 )         (0.56 )
Non-GAAP diluted earnings per share            $      3.88     $      4.22     $      3.56




Results of Operations


The following table and discussion sets forth items from the consolidated statements of operations as a percentage of net operating revenues for the years ended December 31, 2019, 2018 and 2017.





                      Percentage of Net Operating Revenues



                                                            Year Ended December 31,
                                                          2019        2018        2017
Revenues:
Net patient revenues                                        95.1 %      95.1 %      95.1 %
Other revenues                                               4.9         4.9         4.9
Net operating revenues                                     100.0       100.0       100.0
Costs and Expenses:
Salaries, wages and benefits                                59.5        59.4        59.4
Other operating                                             26.9        25.9        25.9
Facility rent                                                4.1         4.2         4.2
Depreciation and amortization                                4.3         4.3         4.4
Interest                                                     0.3         0.5         0.5
Total costs and expenses                                    95.1        94.3        94.4
Income from operations                                       4.9         5.7         5.6
Non-operating income                                         2.7         1.8         2.1
Unrealized gains on marketable equity securities             1.2         0.1           -
Income before income taxes                                   8.8         7.6         7.7
Income tax provision                                        (2.0 )      (1.6 )      (1.9 )
Net income                                                   6.8         6.0         5.8
Net loss attributable to noncontrolling interest             0.0         

0.0 0.0 Net income attributable to common stockholders of NHC 6.8 % 6.0 % 5.8 %






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The following table sets forth the increase or (decrease) in certain items from the consolidated statements of operations as compared to the prior period.





                      Period to Period Increase (Decrease)



                                              2019 vs. 2018                2018 vs. 2017
(dollars in thousands)                    Amount        Percent        Amount        Percent
Revenues:
Net patient revenues                     $  15,098            1.6     $  16,032            1.7
Other revenues                                 936            2.0           422            0.9
Net operating revenues                      16,034            1.6        16,454            1.7
Costs and Expenses:
Salaries, wages and benefits                10,110            1.7        10,678            1.9
Other operating                             14,404            5.7         4,205            1.7
Facility rent                                 (405 )         (1.0 )         556            1.4
Depreciation and amortization                  525            1.3          (758 )         (1.8 )
Interest                                    (1,562 )        (33.3 )        (193 )         (3.9 )
Total costs and expenses                    23,072            2.5        14,488            1.6
Income from operations                      (7,038 )        (12.6 )       1,966            3.6
Non-operating income                         9,077           51.4        (2,769 )        (13.5 )
Unrealized gains on marketable equity
securities                                  11,092          974.7         1,138              -
Income before income taxes                  13,131           17.5           335            0.4
Income tax provision                        (3,854 )         23.8        (2,682 )        (14.2 )
Net income                                   9,277           15.8         3,017            5.4
Net loss attributable to
noncontrolling interest                        (30 )        (11.3 )        (258 )        (49.3 )
Net income attributable to common
stockholders of NHC                      $   9,247           15.7     $   2,759            4.9




2019 Compared to 2018



Results for the year ended December 31, 2019 compared to 2018 include a 1.6%
increase in net operating revenues and a 15.7% increase in net income
attributable to NHC. Excluding the unrealized gains in our marketable equity
securities portfolio and the other non-GAAP adjustments, non-GAAP net income for
the year ended December 31, 2019 was $59,616,000 compared to $64,373,000 for the
2018 year.



The overall average census in our owned and leased skilled nursing facilities
for 2019 was 90.3% compared to 89.8% in 2018. Although our census increased in
2019, we had a decline in Medicare patients (offset by Managed Care and Medicaid
patients), which decreased our operating margins in our skilled nursing
facilities. The composite skilled nursing facility per diem increased 0.3% in
2019 compared to 2018. Medicare per diem rates increased 1.8% in 2019 compared
to 2018 and Managed Care per diem rates decreased 0.4% in 2019 compared to 2018.
Medicaid and private pay per diem rates increased 3.0% and 1.9%, respectively,
in 2019 compared to 2018.



Net patient revenues totaled $947,872,000, an increase of $15,098,000, or 1.6%,
compared to the prior year. The largest driver of the net patient revenue
increase in 2019 was the Company's Institutional Special Needs Plan "(I-SNP").
Beginning January 1, 2019, the I-SNP began offering and providing insurance and
healthcare services in the state of Tennessee. Our I-SNP, which is called NHC
Advantage, is a managed care insurance company that enrolls Medicare Advantage
eligible individuals who are patients in our skilled nursing facilities. We
believe the I-SNP benefits our patients by providing nurse practitioners and
care-coordination teams that continue to enhance the patient-centered experience
and our quality of care. We also believe our progressive improvement to patient
care will continue to drive positive financial results for the Company. For the
year ended December 31, 2019, the I-SNP increased net patient revenues
approximately $10,867,000 compared to 2018.



The Company has opened one skilled nursing facility, two assisted living
facilities, and a memory care facility from the years 2017 to 2019.  These
facilities continue to stabilize and increased net patient revenues
approximately $3,891,000 compared to the same period a year ago.  In August
2018, the Company acquired a controlling ownership interest in a 14-bed
behavioral health hospital. For the 2019 year, the hospital increased net
patient revenues by approximately $3,017,000 compared to 2018. The remaining
increase in our net patient revenues is primarily due to the per diem increases
in our existing skilled nursing facility and assisted living operations. Our
homecare operations had a decline in net patient revenues of approximately
$5,190,000 compared to the same period a year ago. Our homecare net patient
revenue decline was primarily due to volume declines, as well as an unfavorable
payor mix change with less Medicare patients and an increase of managed care
patients. In October 2018, we sold a skilled nursing facility in Madisonville,
Kentucky. The sale of this facility decreased net patient revenues $5,098,000
compared to the same period a year ago.



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Other revenues in 2019 were $48,511,000, an increase of $936,000, or 2.0%, as
further detailed in Note 3 of the consolidated financial statements. Other
revenues in 2019 include rental revenues of $22,641,000 ($22,262,000 in 2018),
management and accounting service fees of $18,533,000 ($15,175,000 in 2018), and
insurance services revenue of $6,209,000 ($7,084,000 in 2018). In October 2018,
we sold a skilled nursing facility in Madisonville, Kentucky and recorded a gain
on the sale of the transaction of $1,668,000.



Total costs and expenses for 2019 increased $23,072,000, or 2.5%, to $947,345,000 from $924,273,000 in 2018.





Salaries, wages and benefits, the largest operating costs of the company,
increased $10,110,000, or 1.7%, to $592,831,000 from $582,721,000. Our salaries
and wages were 59.5% and 59.4% of net operating revenues for 2019 and 2018,
respectively. The primary reason for salaries, wages and benefits increasing is
due to our existing skilled nursing facilities and the continued wage pressure
in most of the markets in which we operate. The newly opened operations (one
skilled nursing facility, two assisted living facilities, and one memory care
facility) increased salaries, wages and benefits by approximately $2,129,000
compared to a year ago. The behavioral health hospital that we acquired in
August 2018 increased salaries and wages expense of $1,695,000 in 2019 compared
to the same period a year ago. These salaries and wage increases in 2019 were
offset by the October 2018 disposition of the Madisonville, Kentucky skilled
nursing facility ($3,040,000).



Other operating expenses increased $14,404,000, or 5.7%, to $268,442,000 for
2019 compared to $254,038,000 in 2018. These costs were 26.9% and 25.9% of net
operating revenues for 2019 and 2018, respectively. The majority of the increase
in other operating expenses in 2019 compared to a year ago is due to the January
1, 2019 start of our I-SNP insurance plan, NHC Advantage. For the year ending
December 31, 2019, the I-SNP increased other operating expenses approximately
$11,612,000 compared to the same period a year ago. The behavioral health
hospital that we acquired in August 2018 increased other operating expenses
$1,404,000 in 2019 compared to the same period a year ago. The October 2018
disposition of the Madisonville, Kentucky skilled nursing facility decreased
other operating expenses in the amount of $2,974,000 in 2019 compared to 2018.



Facility rent expense decreased $405,000, or 1.0%, to $40,518,000. Depreciation and amortization increased 1.3% to $42,419,000.





Interest expense decreased $1,562,000 to $3,135,000 in 2019 from $4,697,000 in
2018. The decrease in interest expense is due from our long-term debt being paid
down during 2019. At December 31, 2019, we had $10,000,000 outstanding on our
credit facility.



Non-operating income in 2019 increased $9,077,000, or 51.4% to $26,747,000, as
further detailed in Note 4 of the consolidated financial statements. The
increase in non-operating income is primarily due from our equity in earnings
investment in our Caris hospice operations. During 2018, Caris recorded a charge
to earnings of $8,500,000 for the settlement of a Qui Tam investigation, of
which 75.1% is included in the Company's earnings. In total, with the $8.5
million settlement and legal expenses, Caris' 2018 earnings negatively impacted
NHC's non-operating income by $8,364,000. There were no such charges or legal
expenses in Caris for 2019.



There were also gains on acquisitions of equity method investments in both the
2019 and 2018 years. In June 2019, a gain of $1,975,000 was recorded on the
acquisition of the remaining ownership interest of a 60-bed memory care facility
in St. Peters, Missouri. We previously held a noncontrolling interest in the
facility. Upon acquiring the remaining ownership interest, we valued the
business and our previously held equity position based upon the facility's fair
value. In July 2018, a gain of $2,050,000 was recorded on the acquisition of a
controlling financial interest in a 14-bed behavioral health hospital in Osage
Beach, Missouri. We previously held a non-controlling ownership interest. Upon
acquiring the controlling ownership interest, we valued the business and our
previously held equity position based upon the hospital's fair value.



We recorded unrealized gains in the amount of $12,230,000 for the increase in
fair value of our marketable equity securities portfolio for the year ended
December 31, 2019. The marketable equity securities portfolio consists of
publicly traded healthcare REIT's, with NHI comprising approximately 87% of the
market value of the portfolio at December 31, 2019.



The income tax provision for 2019 is $20,039,000 (an effective income tax rate
of 22.8%). The income tax provision and effective tax rate for 2019 were also
favorably impacted by statute of limitation expirations resulting in a benefit
to the provision of $2,064,000 or 2.3% of income before taxes in 2019.



The income tax provision for 2018 is $16,185,000 (an effective income tax rate
of 21.6%). The income tax provision and effective tax rate for 2018 were also
favorably impacted by statute of limitation expirations resulting in a benefit
to the provision of $2,222,000 or 3.0% of income before taxes in 2018.



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2018 Compared to 2017



Results for the year ended December 31, 2018 compared to 2017 include a 1.7%
increase in net operating revenues and a 4.9% increase in net income
attributable to NHC. Excluding the unrealized gains in our marketable equity
securities portfolio and the other non-GAAP adjustments, non-GAAP net income for
the year ended December 31, 2018 was $64,373,000 compared to $54,179,000 for the
2017 year.



The overall average census in owned and leased skilled nursing facilities for
2018 was 89.8% compared to 90.2% in 2017. The composite skilled nursing facility
per diem increased 1.2% in 2018 compared to 2017. Medicare per diem rates
increased 0.3% in 2018 compared to 2017 and Managed Care per diem rates
decreased 2.0% in 2018 compared to 2017. Medicaid and private pay per diem rates
increased 2.9% and 3.0%, respectively, in 2018 compared to 2017.



Net patient revenues totaled $932,774,000, an increase of $16,032,000, or 1.7%,
compared to the prior year. The newly constructed healthcare facilities placed
in service from 2016 to 2018 (which is two skilled nursing facilities and three
assisted living facilities) continue to mature and increased net patient
revenues $6,457,000 compared to a year ago. In August 2018, the Company acquired
a controlling ownership interest in a 14-bed behavioral health hospital. For the
five months since the acquisition of this entity, the hospital has generated
approximately $2,496,000 in net patient revenue. The remaining increase in our
net patient revenues is primarily due to the per diem increases in our existing
skilled nursing facility operations.



Other revenues in 2018 were $47,575,000, an increase of $422,000, or 0.9%, as
further detailed in Note 3 of the consolidated financial statements. Other
revenues in 2018 include rental revenues of $22,262,000 ($21,957,000 in 2017),
management and accounting service fees of $15,175,000 ($16,169,000 in 2017), and
insurance services revenue of $7,084,000 ($8,003,000 in 2017). In October 2018,
we sold a skilled nursing facility in Madisonville, Kentucky and recorded a gain
on the sale of the transaction of $1,669,000.



Total costs and expenses for 2018 increased $14,488,000, or 1.6%, to $924,273,000 from $909,785,000 in 2017.





Salaries, wages and benefits, the largest operating costs of the company,
increased $10,678,000, or 1.9%, to $582,721,000 from $572,043,000. Our salaries
and wages were 59.4% of net operating revenues for both the 2018 and 2017 years.
The newly constructed healthcare facilities placed in service during 2016 to
2018 increased salaries, wages and benefits by $1,453,000 compared to a year
ago. The newly acquired behavioral health hospital increased in salaries and
wages by $1,116,000 in 2018. The remaining increase in salaries, wages and
benefits in 2018 is due to the increase in our existing skilled nursing
facilities and the continued wage pressure in certain markets in which we
operate.



Other operating expenses increased $4,205,000, or 1.7%, to $254,038,000 for 2018
compared to $249,833,000 in 2017. These costs were 25.9% of net operating
revenues for both the 2018 and 2017 years. The newly constructed healthcare
facilities placed in service during 2016 to 2018 increased other operating
expenses by $2,183,000 compared to a year ago. The newly acquired behavioral
health hospital increased other operating expenses by $914,000 in 2018.



Facility rent expense increased $556,000, or 1.4%, to $40,923,000. Depreciation and amortization decreased 1.8% to $41,894,000.





Interest expense decreased $193,000 to $4,697,000 in 2018 from $4,890,000 in
2017. The decrease in interest expense is due from our long-term debt being paid
down during 2018. At December 31, 2018, we had $55 million outstanding on our
credit facility.


Non-operating income in 2018 decreased $2,769,000, or 13.5% to $17,670,000, as further detailed in Note 4 of the consolidated financial statements. The decrease in non-operating income is primarily due from:





Our equity in earnings investment in our Caris hospice operations. During 2018,
Caris recorded a charge to earnings of $8,500,000 for the settlement of a Qui
Tam investigation, of which 75.1% is included in the Company's earnings. In
total, with the $8.5 million settlement and legal expenses, Caris' earnings
negatively impacted NHC's non-operating income by $8,364,000 for the year ended
December 31, 2018. For the year ended December 31, 2017, Caris had legal
expenses in connection with the Qui Tam investigation that negatively impacted
NHC's non-operating income by $2,889,000.



In July 2018, a gain of $2,050,000 was recorded on the acquisition of a
controlling financial interest in a 14-bed behavioral health hospital in Osage
Beach, Missouri. We previously held a non-controlling ownership interest and
equity method investment in this hospital. Upon acquiring the controlling
ownership interest, we valued the business and our previously held equity
position based upon the hospital's fair value.



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Effective January 1, 2018, we adopted new accounting pronouncement ASU No.
2016-01, "Financial Instruments - Recognition and Measurement of Financial
Assets and Financial Liabilities (Topic 825)". This guidance requires that the
change in the fair value of our marketable equity securities be recognized in
net income instead of other comprehensive income. Therefore, we recorded
unrealized gains in the amount of $1,138,000 for the increase in fair value of
our marketable equity securities portfolio for the year ended December 31, 2018.
The marketable equity securities portfolio consists of publicly-traded
healthcare REIT's, with NHI comprising approximately 88% of the market value of
the portfolio at December 31, 2018.



The income tax provision for 2018 is $16,185,000 (an effective income tax rate
of 21.6%). The income tax provision and effective tax rate for 2018 were also
favorably impacted by statute of limitation expirations resulting in a benefit
to the provision of $2,222,000 or 3.0% of income before taxes in 2018.



The income tax provision for 2017 was $18,867,000 (an effective income tax rate
of 25.3%). We recorded a tax benefit of $8,488,000 during the fourth quarter of
2017 due to the U.S. tax reform legislation. This estimated benefit was due from
the revaluation of our net deferred tax liabilities based on the new lower
federal corporate income tax rate. The income tax provision and effective tax
rate for 2017 were also favorably impacted by statute of limitation expirations
resulting in a benefit to the provision of $1,753,000 or 2.4% of income before
taxes in 2017.


Liquidity, Capital Resources and Financial Condition





Sources and Uses of Funds



Our primary sources of cash include revenues from the healthcare and senior
living facilities we operate, homecare services, rental income, management and
accounting services and insurance services. Our primary uses of cash include
salaries, wages and benefits, operating costs of the healthcare facilities, the
cost of additions and improvements to our real property, rent expenses, and
dividend distributions. These sources and uses of cash are reflected in our
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):



                          Year Ended               One Year Change               Year Ended               One Year Change
                    12/31/19      12/31/18          $            %         12/31/18      12/31/17          $            %
Cash, cash
equivalents,
restricted cash,
and restricted
cash equivalents
at beginning of
period              $  54,920     $  67,421     $ (12,501 )      (18.5 )  

$ 67,421 $ 31,589 $ 35,832 113.4



Cash provided by
operating
activities            100,103        98,435         1,668          1.7      

98,435 94,466 3,969 4.2



Cash used in
investing
activities            (14,265 )     (33,662 )      19,397         57.6      

(33,662 ) (9,560 ) (24,102 ) (252.1 )



Cash used in
financing
activities            (79,748 )     (77,274 )      (2,474 )       (3.2 )     (77,274 )     (49,074 )     (28,200 )      (57.5 )

Cash, cash
equivalents,
restricted cash,
and restricted
cash equivalents
at end of period    $  61,010     $  54,920     $   6,090         11.1     $  54,920     $  67,421     $ (12,501 )      (18.5 )






Operating Activities



Net cash provided by operating activities for the year ended December 31, 2019
was $100,103,000 as compared to $98,435,000 and $94,466,000 for the years ended
December 31, 2018 and 2017, respectively. Cash provided by operating activities
consisted of net income of $67,976,000 and adjustments for non-cash items of
$24,400,000. There was cash provided by working capital in the amount of
$3,952,000 for the year ended December 31, 2019 compared to cash used for
working capital needs of $4,001,000 in 2018. We also received cash
distributions from our unconsolidated investments of $3,902,000 for the year
ended December 31, 2019 compared to $5,241,000 for 2018. There were also gains
on sales of restricted marketable debt securities of $127,000 for the year ended
December 31, 2019 compared to $18,000 for the same period in 2018.



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, stock compensation, and a gain on the
acquisition of a 60-bed memory care facility in St. Peters, Missouri in which we
previously held a noncontrolling ownership interest.



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Investing Activities



Cash used in investing activities totaled $14,265,000 for the year ended
December 31, 2019, as compared to $33,662,000 and $9,560,000 for the years ended
December 31, 2018 and 2017, respectively. Cash used for property and equipment
additions was $26,400,000, $29,772,000, and $32,347,000 for the years ended
December 31, 2019, 2018 and 2017, respectively. Sales of restricted marketable
debt securities, net of purchases, resulted in positive cash flow of $32,029,000
in 2019; compared to purchases of restricted marketable debt securities, net of
sales, resulting in a net use of cash of $8,772,000 in 2018. Additionally, in
2019, we had investments in notes receivable of $5,462,000 and cash used for the
acquisition of a 60-bed memory care facility in St. Peters, Missouri, of
$15,589,000. In 2018, we had cash proceeds from the sale of a skilled nursing
facility in Madisonville, Kentucky of $4,300,000.



Financing Activities



Net cash used in financing activities totaled $79,748,000, $77,274,000 and
$49,074,000 for the years ended December 31, 2019, 2018, and 2017,
respectively.  During 2019 and 2018, $45,000,000 of cash was used for principal
payments on long-term debt compared to $20,000,000 in 2017. Dividends paid to
common stockholders were $31,208,000, $29,827,000, and $28,237,000 for the years
ended December 31, 2019, 2018 and 2017, respectively. Proceeds from the issuance
of common stock totaled $2,346,000 in 2019 compared to $2,865,000 and $2,524,000
for 2018 and 2017, respectively. The Company repurchased 10,396 shares of its
common stock for a total cost of $872,000 in 2019 and 14,506 shares of its
common stock for a total cost of $867,000 in 2018.

Table of Contractual Cash Obligations





Our contractual cash obligations for periods subsequent to December 31, 2019 are
as follows (in thousands):



                                                      Less than         1-3           3-5         More than
      Contractual Obligations            Total         1 year          Years         Years         5 Years
Current maturities of long-term debt   $  10,000     $    10,000     $       -     $       -     $         -
Construction obligations                   1,556           1,556             -             -               -
Operating and finance leases             270,285          40,769       

80,505 74,861 74,150 Total contractual cash obligations $ 281,841 $ 52,325 $ 80,505 $ 74,861 $ 74,150






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 $50,334,000, marketable securities of $152,453,000 and
as needed, our borrowing capacity on the credit facility, 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 $50,334,000,
marketable securities of $152,453,000, and our borrowing capacity on the credit
facility. At December 31, 2019, the outstanding balance on the credit facility
is $10,000,000; therefore, leaving $50,000,000 available for future borrowings.
The maturity date on the credit facility is October 7, 2020. The credit facility
is available for general corporate purposes, including working capital and
acquisitions.



Our ability to refinance the credit agreement, to meet our long-term contractual
obligations and to finance our operating requirements, growth and development
plans will depend upon our future performance, which will be affected by
business, economic, financial and other factors, including potential changes in
state and federal government payment rates for health care, customer demand,
success of our marketing efforts, pressures from competitors, and the state of
the economy, including the state of financial and credit markets.



Contingencies



Impact of Inflation



Inflation has remained relatively low during the past three years. However,
rates paid under the Medicare and Medicaid programs do not necessarily reflect
all inflationary changes and are subject to cuts unrelated to inflationary
costs. Therefore, there can be no assurance that future rate increases will be
sufficient to offset future inflation increases in our labor and other health
care service costs.



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See Note 16 to the consolidated financial statements for additional information on pending litigation and other contingencies.







Guarantees


At December 31, 2019, we have no agreements to guarantee the debt obligations of other parties.





We have no outstanding letters of credit. We may or may not in the future elect
to use financial derivative instruments to hedge interest rate exposure in the
future. At December 31, 2019, we did not participate in any such financial
investments.




New Accounting Pronouncements

See Note 1 to the consolidated financial statements for the impact of new accounting standards.

Application of Critical Accounting Policies





The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and cause our
reported net income to vary significantly from period to period.



Our critical accounting policies that are both important to the portrayal of our
financial condition and results and require our most difficult, subjective or
complex judgments are as follows:



Net Patient Revenues and Accounts Receivable





Net patient revenues are derived from services rendered to patients for skilled
and intermediate nursing, rehabilitation therapy, assisted living and
independent living, and home health care services. Net patient revenue is
reported at the amount that reflects the consideration to which the Company
expects to be entitled in exchange for providing patient services. These amounts
are due from patients, governmental programs, and other third-party payors, and
include variable consideration for retroactive revenue adjustments due to
settlement of audits, reviews, and investigations.



The Company recognizes revenue as its performance obligations are completed.
Routine services are treated as a single performance obligation satisfied over
time as services are rendered. These routine services represent a bundle of
services that are not capable of being distinct. The performance obligations are
satisfied over time as the patient simultaneously receives and consumes the
benefits of the healthcare services provided. Additionally, there may be
ancillary services which are not included in the daily rates for routine
services, but instead are treated as separate performance obligations satisfied
at a point in time when those services are rendered.



The Company determines the transaction price based on established billing rates
reduced by contractual adjustments provided to third party payors.  Contractual
adjustments are based on contractual agreements and historical experience.  The
Company considers the patient's ability and intent to pay the amount of
consideration upon admission. Subsequent changes resulting from a patient's
ability to pay are recorded as bad debt expense, which is included as a
component of other operating expenses in the consolidated statements of
operations.



Revenue Recognition - Third Party Payors





Medicare and Medicaid program revenues, as well as certain Managed Care program
revenues, are subject to audit and retroactive adjustment by government
representatives or their agents. The Medicare PPS methodology requires that
patients be assigned based on the acuity level of the patient to determine the
amount that is paid to us for patient services. The assignment of patients to
the various categories is subject to post-payment review by Medicare and Managed
Care intermediaries or their agents. Settlements with third-party payors for
retroactive adjustments due to audits, reviews or investigations are considered
variable consideration and are included in the determination of the estimated
transaction price for providing patient care. These settlements are estimated
based on the terms of the payment agreement with the payor, correspondence from
the payor and the Company's historical settlement activity, including an
assessment to ensure that it is probable that a significant reversal in the
amount of cumulative revenue recognized will not occur when the uncertainty
associated with the retroactive adjustment is subsequently resolved.



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In our opinion, adequate provision has been made for any adjustments that may
result from these reviews. Any differences between our original estimates of
reimbursements and subsequent revisions are reflected in operations in the
period in which the revisions are made often due to final determination or the
period of payment no longer being subject to audit or review.



Accrued Risk Reserves



We are self-insured for risks related to health insurance and have wholly owned
limited purpose insurance companies that insure risks related to workers'
compensation and general and professional liability insurance claims. The
accrued risk reserves include a liability for reported claims and estimates for
incurred but unreported claims. Significant estimation is required in
determining the reserves, particularly the assumptions of the severity of
asserted claims and the quantity and severity of unknown claims.  Our policy is
to engage an external, independent actuary to assist in estimating our exposure
for claims obligations (for both asserted and unasserted claims). We reassess
our accrued risk reserves on a quarterly basis.



Professional liability remains an area of particular concern to us. The
long-term care industry has seen an increase in personal injury/wrongful death
claims based on alleged negligence by skilled nursing facilities and their
employees in providing care to residents. It remains possible that those pending
matters plus potential unasserted claims could exceed our reserves, which could
have a material adverse effect on our consolidated financial position, results
of operations and cash flows. It is also possible that future events could cause
us to make significant adjustments or revisions to these reserve estimates and
cause our reported net income to vary significantly from period to period.



We are principally self-insured for incidents occurring in all centers owned or
leased by us. The coverages include both primary policies and excess policies.
In all years, settlements, if any, in excess of available insurance policy
limits and our own reserves would be expensed by us.

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