Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 001-13489



(Exact name of registrant as specified in its Charter)

Delaware	52-2057472
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization	Identification No.)

100 E. Vine Street
Murfreesboro, TN 37130
(Address of principal executive offices)
(Zip Code)

(615) 890–2020
Registrant's telephone number, including area code

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class

Trading

Symbols(s)

Name of each exchange on which

registered

Common, $0.01 par value

NHC

NYSE American

Indicate by check mark whether the registrant: (1) Has filed all reports required to be filed by Section 13 or 15(d), of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S–T (§ 232.405 of this chapter) during the preceding 12 months (or for such period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ☒	Accelerated filer ☐

Non–accelerated filer ☐	Smaller reporting company ☐

	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as is defined in Rule 12b–2 of the Exchange Act). Yes ☐ No ☒

15,441,070 shares of common stock of the registrant were outstanding as of November 4, 2024.

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Table of Contents

PART I. FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	3

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	27

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39

Item 4.	Controls and Procedures	40

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	40

Item 1A	Risk Factors	40

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	40

Item 3.	Defaults Upon Senior Securities	40

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Operations

(in thousands, except share and per share amounts)

(unaudited)

	Three Months Ended September 30						Nine Months Ended September 30
	2024			2023			2024			2023

Revenues:
Net patient revenues	$	328,674		$	277,005		$	894,415		$	804,617
Other revenues		11,524			11,480			34,172			36,013
Government stimulus income		-			-			9,445			-
Net operating revenues and grant income		340,198			288,485			938,032			840,630

Cost and expenses:
Salaries, wages, and benefits		213,395			182,664			576,609			525,782
Other operating		82,509			72,490			238,092			217,213
Facility rent		10,886			10,094			31,804			30,087
Depreciation and amortization		10,619			10,135			30,543			30,266
Interest		1,742			77			1,788			268
Total costs and expenses		319,151			275,460			878,836			803,616

Income from operations		21,047			13,025			59,196			37,014

Other income:
Non–operating income		4,224			4,097			14,865			12,116
Unrealized gains/(losses) on marketable equity securities		32,767			(3,093	)		56,290			2,943

Income before income taxes		58,038			14,029			130,351			52,073
Income tax provision		(15,338	)		(3,908	)		(34,294	)		(14,750	)
Net income		42,700			10,121			96,057			37,323
Net (income)/loss attributable to noncontrolling interest		89			267			(211	)		1,069

Net income attributable to National HealthCare Corporation	$	42,789		$	10,388		$	95,846		$	38,392

Earnings per share attributable to National HealthCare Corporation stockholders:
Basic	$	2.78		$	0.68		$	6.23		$	2.51
Diluted	$	2.73		$	0.68		$	6.15		$	2.50

Weighted average common shares outstanding:
Basic		15,411,680			15,299,913			15,384,758			15,311,453
Diluted		15,667,321			15,324,511			15,576,294			15,334,269

Dividends declared per common share	$	0.61		$	0.59		$	1.81		$	1.75

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income

(unaudited – in thousands)

	Three Months Ended September 30						Nine Months Ended September 30
	2024			2023			2024			2023

Net income	$	42,700		$	10,121		$	96,057		$	37,323

Other comprehensive income/(loss):
Unrealized gains/(losses) on investments in marketable debt securities		3,516			(1,185	)		3,074			(605	)
Reclassification adjustment for realized losses on sales of marketable debt securities		-			-			1,388			20
Income tax (expense)/benefit related to items of other comprehensive income		(460	)		124			(711	)		3
Other comprehensive income/(loss), net of tax		3,056			(1,061	)		3,751			(582	)

Net (income)/loss attributable to noncontrolling interest		89			267			(211	)		1,069

Comprehensive income attributable to National HealthCare Corporation	$	45,845		$	9,327		$	99,597		$	37,810

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets

(in thousands)

	September 30, 2024			December 31, 2023
	unaudited
Assets
Current Assets:
Cash and cash equivalents	$	84,807		$	107,076
Restricted cash and cash equivalents, current portion		29,032			17,725
Marketable equity securities		164,754			111,117
Marketable debt securities		-			5,427
Restricted marketable equity securities		23,001			26,779
Restricted marketable debt securities, current portion		2,045			12,822
Accounts receivable		128,782			108,545
Inventories		7,840			7,386
Prepaid expenses and other assets		4,887			8,855
Notes receivable		578			503
Total current assets		445,726			406,235

Property and Equipment:
Property and equipment, at cost		1,283,184			1,101,681
Accumulated depreciation and amortization		(596,759	)		(608,352	)
Net property and equipment		686,425			493,329

Other Assets:
Restricted cash and cash equivalents, less current portion		1,235			1,167
Restricted marketable debt securities, less current portion		121,866			109,478
Deposits and other assets		10,084			14,786
Operating lease right-of-use assets		85,926			94,201
Goodwill		169,690			168,295
Intangible assets		19,805			7,038
Investments in unconsolidated companies		21,950			16,267
Total other assets		430,556			411,232
Total assets	$	1,562,707		$	1,310,796

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets (continued)

(in thousands, except share and per share amounts)

	September 30, 2024			December 31, 2023
	unaudited
Liabilities and Stockholders’ Equity
Current Liabilities:
Trade accounts payable	$	22,724		$	19,194
Finance lease obligations, current portion		-			860
Operating lease liabilities, current portion		31,366			29,352
Accrued payroll		89,757			84,110
Amounts due to third party payors		18,815			18,369
Accrued risk reserves, current portion		31,076			30,549
Other current liabilities		37,289			22,991
Dividends payable		9,419			9,051
Long-term debt due within one year		7,500			-
Total current liabilities		247,946			214,476

Long-term debt		139,500			-
Operating lease liabilities, less current portion		53,079			63,175
Accrued risk reserves, less current portion		79,128			72,710
Refundable entrance fees		6,063			6,376
Deferred income taxes		30,842			17,200
Other noncurrent liabilities		19,353			26,379
Total liabilities		575,911			400,316

Equity:
Common stock, $.01 par value; 45,000,000 shares authorized; 15,440,970 and 15,350,661 shares, respectively, issued and outstanding		154			153
Capital in excess of par value		230,635			227,604
Retained earnings		755,532			687,599
Accumulated other comprehensive loss		(2,853	)		(6,604	)
Total National HealthCare Corporation stockholders’ equity		983,468			908,752
Noncontrolling interest		3,328			1,728
Total equity		986,796			910,480
Total liabilities and equity	$	1,562,707		$	1,310,796

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(unaudited – in thousands)

	Nine Months Ended September 30
	2024			2023
Cash Flows From Operating Activities:
Net income	$	96,057		$	37,323
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		30,543			30,266
Equity in earnings of unconsolidated investments		(589	)		(1,941	)
Distributions from unconsolidated investments		512			470
Unrealized gains on marketable equity securities		(56,290	)		(2,943	)
Realized (gains)/losses on sale of marketable securities		(331	)		603
Gain on sale of unconsolidated company		(1,024	)		-
Deferred income taxes		15,559			(1,059	)
Stock–based compensation		3,062			2,119
Changes in operating assets and liabilities:
Accounts receivable		(19,898	)		(2,617	)
Inventories		598			(285	)
Prepaid expenses and other assets		8,809			2,444
Operating lease obligations		193			(936	)
Trade accounts payable		3,530			(487	)
Accrued payroll		1,989			(2,791	)
Amounts due to third party payors		446			(1,043	)
Accrued risk reserves		6,945			5,656
Other current liabilities		12,434			14,035
Other noncurrent liabilities		(8,031	)		6,669
Net cash provided by operating activities		94,514			85,483
Cash Flows From Investing Activities:
Purchases of property and equipment		(19,444	)		(19,300	)
Acquisition of White Oak Senior Living, net of cash acquired		(215,896	)		-
Acquisition of other businesses, net of cash acquired		2,097			(2,700	)
Proceeds from the sale of unconsolidated company		2,100			-
Investments in notes receivable		(75	)		(197	)
Investments in unconsolidated companies		(8,370	)		-
Purchases of marketable securities		(24,736	)		(21,763	)
Proceeds from sale of marketable securities		39,776			36,578
Net cash used in investing activities		(225,048	)		(7,382	)
Cash Flows From Financing Activities:
Borrowings under credit facility		150,000			-
Repayments under credit facility		(3,000	)		-
Principal payments under finance lease obligations		(860	)		(3,711	)
Dividends paid to common stockholders		(27,545	)		(26,520	)
Noncontrolling interest contributions		1,389			-
Issuance of common shares		13,471			260
Repurchase of common shares		(13,502	)		(2,482	)
Entrance fee refunds		(313	)		(258	)
Net cash provided by/(used in) financing activities		119,640			(32,711	)
Net Increase/(Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents		(10,894	)		45,390
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period		125,968			74,865
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period	$	115,074		$	120,255

Balance Sheet Classifications:
Cash and cash equivalents	$	84,807		$	100,308
Restricted cash and cash equivalents		30,267			19,947
Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	$	115,074		$	120,255

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Stockholders’ Equity

(in thousands, except share and per share amounts)

(unaudited)

For the nine months ended September 30, 2024:

	Common Stock
	Shares			Amount		Capital in Excess of Par Value			Retained Earnings			Accumulated Other Comprehensive Loss			Non- controlling Interest			Total Stockholders' Equity
Balance at January 1, 2024		15,350,661		$	153	$	227,604		$	687,599		$	(6,604	)	$	1,728		$	910,480
Net income		–			–		–			26,213			–			38			26,251
Other comprehensive loss		–			–		–			–			(437	)		–			(437	)
Stock–based compensation		–			–		793			–			–			–			793
Shares sold – options exercised		150,194			1		8,412			–			–			–			8,413
Repurchase of common shares		(101,131	)		–		(9,900	)		–			–			–			(9,900	)
Dividends declared to common stockholders ($0.59 per share)		–			–		–			(9,086	)		–			–			(9,086	)
Balance at March 31, 2024		15,399,724		$	154	$	226,909		$	704,726		$	(7,041	)	$	1,766			926,514
Net income		–			–		–			26,844			–			262			27,106
Other comprehensive income		–			–		–			–			1,132			–			1,132
Stock–based compensation		–			–		1,176			–			–			–			1,176
Shares sold – options exercised		38,849			–		2,827			–			–			–			2,827
Repurchase of common shares		(15,636	)		–		(1,502	)		–			–			–			(1,502	)
Dividends declared to common stockholders ($0.61 per share)		–			–		–			(9,408	)		–			–			(9,408	)
Balance at June 30, 2024		15,422,937			154		229,410			722,162			(5,909	)		2,028			947,845
Net income/(loss)		–			–		–			42,789			–			(89	)		42,700
Contributions attributable to noncontrolling interest																1,389			1,389
Other comprehensive income		–			–		–			–			3,056			–			3,056
Stock–based compensation		–			–		1,093			–			–			–			1,093
Shares sold – options exercised		34,417					2,232			–			–			–			2,232
Repurchase of common shares		(16,384	)		–		(2,100	)		–			–			–			(2,100	)
Dividends declared to common stockholders ($0.61 per share)		–			–		–			(9,419	)		–			–			(9,419	)
Balance at September 30, 2024		15,440,970		$	154	$	230,635		$	755,532		$	(2,853	)	$	3,328			986,796

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For the nine months ended September 30, 2023:

	Common Stock					Capital in Excess of			Retained			Accumulated Other Comprehensive			Non- controlling			Total Stockholders’
	Shares			Amount		Par Value			Earnings			Loss			Interest			Equity
Balance at January 1, 2023		15,357,746		$	153	$	226,991		$	656,664		$	(9,532	)	$	3,238		$	877,514
Net income/(loss)		–			–		–			11,723			–			(438	)		11,285
Other comprehensive income		–			–		–			–			1,679			–			1,679
Stock–based compensation		–			–		639			–			–			–			639
Shares sold – options exercised		7,046			–		–			–			–			–			–
Repurchase of common shares		(44,349	)		–		(2,482	)		–			–			–			(2,482	)
Dividends declared to common stockholders ($0.57 per share)		–			–		–			(8,733	)		–			–			(8,733	)
Balance at March 31, 2023		15,320,443		$	153	$	225,148		$	659,654		$	(7,853	)	$	2,800			879,902
Net income/(loss)		–			–		–			16,281			–			(364	)		15,917
Other comprehensive loss		–			–		–			–			(1,200	)		–			(1,200	)
Stock–based compensation		–			–		772			–			–			–			772
Shares sold – options exercised		100			–		6			–			–			–			6
Dividends declared to common stockholders ($0.59 per share)		–			–		–			(9,039	)		–			–			(9,039	)
Balance at June 30, 2023		15,320,543			153		225,926			666,896			(9,053	)		2,436			886,358
Net income/(loss)		–			–		–			10,388			–			(267	)		10,121
Other comprehensive loss		–			–		–			–			(1,061	)		–			(1,061	)
Stock–based compensation		–			–		708			–			–			–			708
Shares sold – options exercised		4,017			–		254			–			–			–			254
Dividends declared to common stockholders ($0.59 per share)		–			–		–			(9,040	)		–			–			(9,040	)
Balance at September 30, 2023		15,324,560			153		226,888			668,244			(10,114	)		2,169			887,340

The accompanying notes to interim condensed consolidated financial statements are an integral part of these consolidated statements.

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NATIONAL HEALTHCARE CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

September 30, 2024

(unaudited)

Note 1 – Description of Business

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of September 30, 2024, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,349 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 32 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

Note 2 – Summary of Significant Accounting Policies

The listing below is not intended to be a comprehensive list of all our significant accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by U.S. generally accepted accounting principles (“GAAP”), with limited need for management’s judgment in their application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. See our audited December 31, 2023 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2023 consolidated financial statements are available at our web site: www.nhccare.com.

Basis of Presentation

The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of all entities controlled by NHC. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to NHC and the noncontrolling interest in its consolidated statements of operations.

We assume that users of these interim financial statements have read or have access to the audited December 31, 2023 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons.

Estimates and Assumptions

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

Net Patient Revenues and Accounts Receivable

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

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

The Company determines the transaction price based on established billing rates reduced by explicit price concessions provided to third party payors. Explicit price concessions are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $2,574,000 and $7,098,000 for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, bad debt expense was $1,668,000 and $5,331,000, respectively. As of September 30, 2024 and December 31, 2023, the Company has recorded allowance for doubtful accounts of $10,859,000 and $8,054,000, respectively, as our best estimate of expected losses inherent in the accounts receivable balance.

Other Revenues

Other revenues include revenues from the provision of insurance services to other healthcare providers, management and accounting services to other healthcare providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements.

We recognize rental income based on the terms of our operating leases. Under certain of our leases, we receive variable rent, which is based on the increase in revenues of a lessee over a base year. We recognize variable rent annually or monthly, as applicable, when, based on the actual revenue of the lessee is earned.

Government Grants

We account for government grants in accordance with International Accounting Standards ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance, and as such, we recognize grant income on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate.

For the nine months ended September 30, 2024, all conditions related to the Employee Retention Credit ("ERC") were met and the credit was recognized as government stimulus income. The ERC was established by the CARES Act and intended to help businesses retain their workforce and avoid layoffs during the pandemic. The ERC provided a per employee credit to eligible businesses based on a percentage of qualified wages and health insurance benefits paid to employees. The qualified wages and health insurance benefits paid by the Company were related to the second, third and fourth quarters of 2020.

Segment Reporting

In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.

Other Operating Expenses

Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance.

General and Administrative Costs

With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation and incentive compensation, which were $6,288,000 and $19,678,000 for the three and nine months ended September 30, 2024, respectively. General and administrative costs were $5,661,000 and $16,309,000 for the three and nine months ended September 30, 2023, respectively. The increased general and administrative costs incurred during 2024 are due to acquisition-related expenses for the White Oak Senior Living portfolio. See Note 3 - Acquisition of White Oak Senior Living for additional detail regarding the acquisition.

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Long-Term Leases

The Company’s lease portfolio primarily consists of operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare and hospice offices, regional offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain.

The Company records right-of-use assets and liabilities for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are not recorded and are expensed on a straight-line basis over the lease term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases.

Operating lease right-of-use assets and liabilities are recorded at the present value of the lease payments over the lease term. The present value of the lease payments are discounted using the incremental borrowing rate associated with each lease. The variable components of the lease payment that fluctuate with the operations of a health facility are not included in determining the right-of-use assets and lease liabilities. Rather, these variable components are expensed as incurred.

Property and Equipment

Property and equipment are recorded at cost or fair value, if acquired. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.

Business Combinations

We account for transactions that represent business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (Topic 805). Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts during the measurement period. The measurement period is defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date.

Goodwill generated from business combinations is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. In determining the fair value of identifiable assets, we use various valuation techniques. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates

Goodwill and Other Intangible Assets

Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test. We perform our annual goodwill impairment assessment on the first day of the fourth quarter. Tests are performed more frequently if events occur, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount.

The Company’s indefinite-lived intangible assets consist of trade names and certificates of need and licenses. The Company reviews indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the fair value of the intangible asset is below its carrying amount.

Accrued Risk Reserves

We are self–insured for risks related to workers’ compensation and general and professional liability insurance. We have two wholly–owned limited purpose insurance companies that insure these risks. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis.

Professional liability remains an area of particular concern to us. The long-term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. A significant increase in the number of these claims, or an increase in the amounts due as a result of these claims could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period.

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

Continuing Care Contracts

We have continuing care retirement centers (“CCRC”) within our operations. Residents at these retirement centers may enter into continuing care contracts with us. The contracts provide that 10% of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lesser of the price at which the apartment is re-assigned or 90% of the original entry fee, plus 40% of any appreciation if the apartment value exceeds the original resident’s entry fee.

Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities in our consolidated balance sheets.

We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of September 30, 2024, and December 31, 2023, we have recorded a future service obligation liability in the amount of $1,606,000. This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets.

Other Noncurrent Liabilities

Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion (10%) of CCRC entrance fees being amortized over the remaining life expectancies of the residents.

Noncontrolling Interest

The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of the subsidiary earnings, contributions, and distributions.

Variable Interest Entities

We have equity interests in unconsolidated limited liability companies that operate various post-acute and senior healthcare businesses. We analyze our investments in these limited liability companies to determine if the company is considered a variable interest entity (“VIE”) and would require consolidation. To the extent that we own interests in a VIE and we (i) have the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary.

The Company's maximum exposure to losses in its investments in unconsolidated VIEs cannot be quantified and may or may not be limited to its investment in the unconsolidated VIE. The investments in unconsolidated VIEs are classified as “investments in unconsolidated companies” in the interim condensed consolidated balance sheets.

Recently Issued Accounting Guidance

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvement to Reportable Segment Disclosures.” The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit and loss, and contain other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, which will be the Company's fiscal year 2024, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact this standard will have on our disclosures.

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Note 3 – Acquisition of White Oak Senior Living

On August 1, 2024, the Company purchased certain assets and assumed certain liabilities of the White Oak Senior Living (“White Oak”) portfolio for a purchase price of $221,400,000. The White Oak portfolio consists of 22 healthcare operations, which includes 15 skilled nursing facilities, two assisted living facilities, four independent living facilities, and a long-term care pharmacy. The operations have 1,928 licensed skilled nursing beds, 48 assisted living units, and 302 independent living units in the states of South Carolina and North Carolina (2,278 total beds/units). The acquisition represents both an expansion of NHC’s operations into a new state (North Carolina) and a strategic advancement of its growth in its existing operational footprint.

The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

The Company has performed a preliminary valuation analysis of the fair market value of White Oak’s assets acquired and liabilities assumed. The final valuation of the assets acquired and liabilities assumed was not complete as of September 30, 2024, but will be finalized within the allowable measurement period. The following table summarizes the allocation of the preliminary purchase price as of the transaction’s closing date (in thousands):

	Amount
Cash and cash equivalents	$	9
Inventories		1,054
Prepaid expenses and other assets		137
Property and equipment		203,695
Deferred tax asset		2,499
Operating lease right-of-use assets		11,380
Intangible assets		12,765
Total assets acquired		231,539

Operating lease liabilities, current portion		424
Accrued payroll		3,559
Other current liabilities		1,085
Operating lease liabilities, less current portion		10,956
Other noncurrent liabilities		1,005
Total liabilities assumed		17,029

Net identifiable assets acquired		214,510
Goodwill		1,395
Total estimated fair value of the acquisition	$	215,905

The indefinite-lived intangible assets acquired include the trade name of White Oak and the skilled nursing certificates of need and licenses. The goodwill is recorded in the inpatient services segment and is attributed to the workforce acquired and reputation of the business as part of the transaction. We expect the goodwill to be deductible for income tax purposes.

For the three and nine months ended September 30, 2024, White Oak contributed net operating revenues of $37,305,000 and income before income taxes of $1,557,000 that are included in the Company’s interim condensed consolidated statements of operations. The Company recognized $637,000 and $2,831,000 in acquisition-related expenses for the three and nine months ended September 30, 2024, respectively, in connection with the White Oak acquisition. These costs related to legal and other professional fees, which were included as a component of other operating expenses in the interim condensed consolidated statements of operations.

The following table contains unaudited pro forma interim condensed consolidated statements of operations information for the three months and nine months ended September 30, 2024 and 2023, assuming that the White Oak acquisition closed on January 1, 2023. The pro forma financial information includes various assumptions, including those related to the preliminary purchase price allocation of assets acquired and liabilities assumed. The pro forma financial information may vary in future quarters based on the final valuations and analysis of the fair value of the assets acquired and liabilities assumed (in thousands).

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net operating revenues and grant income	$	358,334	$	337,817	$	1,065,418	$	987,186
Income before income taxes		58,881		14,087		134,777		49,113
Net income attributable to NHC	$	43,413	$	10,431	$	99,121	$	34,064

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Note 4 – Net Patient Revenues

The Company disaggregates revenue from contracts with customers by service type and by payor.

Revenue by Service Type

The Company’s net patient services can generally be classified into the following two categories: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services (in thousands).

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net patient revenues:
Inpatient services	$	293,026	$	243,865	$	790,664	$	706,795
Homecare and hospice		35,648		33,140		103,751		97,822
Total net patient revenue	$	328,674	$	277,005	$	894,415	$	804,617

For inpatient and hospice services, revenue is recognized on a daily basis as each day represents a separate contract and performance obligation. For homecare, revenue is recognized when services are provided based on the number of days of service rendered in the period of care or on a per-visit basis. Typically, patients and third-party payors are billed monthly after services are performed or the patient is discharged, and payments are due based on contract terms.

As our performance obligations relate to contracts with a duration of one year or less, the Company is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period. The Company has minimal unsatisfied performance obligations at the end of the reporting period as our patients are typically under no obligation to remain admitted in our facilities or under our care. As the period between the time of service and time of payment is typically one year or less, the Company did not adjust for the effects of a significant financing component.

Revenue by Payor

Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:

	Three Months Ended September 30				Nine Months Ended September 30
Source	2024		2023		2024		2023
Medicare		30%		33%		32%		35%
Managed Care		9%		10%		10%		10%
Medicaid		33%		32%		30%		30%
Private Pay and Other		28%		25%		28%		25%
Total		100%		100%		100%		100%

Medicare covers skilled nursing services for beneficiaries who require nursing care and/or rehabilitation services following a hospitalization of at least three consecutive days. For each eligible day a Medicare beneficiary is in a skilled nursing facility, Medicare pays the facility a daily payment, subject to adjustment for certain factors such as a wage index in the geographic area. The payment covers all services provided by the skilled nursing facility for the beneficiary that day, including room and board, nursing, therapy and drugs, as well as an estimate of capital–related costs to deliver those services.

For homecare services, Medicare pays based on the acuity level of the patient and based on periods of care. A period of care is defined as a length of care up to 30 days with multiple continuous periods allowed. The services covered by the payment include all disciplines of care, in addition to medical supplies, within the scope of the home health benefit.

For hospice services, Medicare pays a daily rate to cover the hospice’s costs for providing services included in the patient care plan. Medicare makes daily payments based on 1 of 4 levels of hospice care. All hospice care and services offered to patients and their families must follow an individualized written plan of care that meets the patient’s needs.

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Our hospice service revenue is subject to certain limitations on payments from Medicare. We are subject to an inpatient cap limit and an overall Medicare payment cap for each provider number. We monitor these caps on a provider-by-provider basis and estimate amounts due back to Medicare if we estimate a cap has been exceeded. If applicable, we record these cap adjustments as a reduction to revenue.

Medicaid is operated by individual states with the financial participation of the federal government. The states in which we operate currently use prospective cost–based reimbursement systems. Under cost–based reimbursement systems, the skilled nursing facility is reimbursed for the reasonable direct and indirect allowable costs it incurred in a base year in providing routine resident care services as defined by the program.

Private pay, managed care, and other payment sources include commercial insurance, individual patient funds, managed care plans and the Veterans Administration. Private paying patients, private insurance carriers and the Veterans Administration generally pay based on the healthcare center's charges or specifically negotiated contracts. For private pay patients in skilled nursing, assisted living and independent living facilities, the Company bills for room and board charges, with the remittance being due on receipt of the statement and generally by the 10th day of the month the services are performed.

Certain managed care payors for homecare services pay on a per-visit basis. This revenue is recorded on an accrual basis based upon the date of services at amounts equal to its established or estimated per-visit rates.

State Relief Supplemental Funding

The Company received supplemental Medicaid payments from various states, including healthcare relief funding under the American Rescue Plan Act ("ARPA") and other state specific relief programs. The funding generally incorporates specific use requirements primarily for direct patient care including labor related expenses or various patient care related expenses. We have recorded $5,267,000 and $4,232,000 in net patient revenues for these supplemental Medicaid payments for the three months ended September 30, 2024 and 2023, respectively. We have recorded $11,314,000 and $15,362,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2024 and 2023, respectively.

Third Party Payors

Laws and regulations governing Medicare and Medicaid programs are complex and subject to interpretation. Noncompliance with such laws and regulations can be subject to regulatory actions including fines, penalties, and exclusion from the Medicare and Medicaid programs. We believe that we are following all applicable laws and regulations.

Medicare and Medicaid program revenues, as well as certain Managed Care program revenues, are subject to audit and retroactive adjustment by government representatives or their agents. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and the Company’s historical settlement activity, including an assessment to ensure that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the uncertainty associated with the retroactive adjustment is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known, or as years are settled or are no longer subject to such audits, reviews, and investigations. We believe that any differences between the net revenues recorded, and final determination will not materially affect the consolidated financial statements. We have made provisions of approximately $18,815,000 and $18,369,000 as of September 30, 2024 and December 31, 2023, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

Note 5 – Other Revenues

Other revenues are outlined in the table below. Revenues from rental income include health care real estate properties owned by us and leased to third party operators. Revenues from management and accounting services include fees provided to manage and provide accounting services to other healthcare operators. Revenues from insurance services include premiums for workers’ compensation and professional liability insurance policies that our wholly owned insurance subsidiaries have written for certain healthcare operators to which we provide management or accounting services. "Other" revenues include miscellaneous health care related earnings (in thousands).

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Rental income	$	6,028	$	5,958	$	18,015	$	17,966
Management and accounting services fees		4,226		4,185		12,744		14,045
Insurance services		818		989		2,506		2,920
Other		452		348		907		1,082
Total other revenues	$	11,524	$	11,480	$	34,172	$	36,013

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Rental Income

The Company leases real estate assets consisting of skilled nursing facilities and assisted living facilities to third party operators. Additionally, we sublease four Florida skilled nursing facilities included in our lease from National Health Investors (“NHI”) as noted in Note 8 – Long Term Leases.

Management Fees from National Health Corporation

We manage five skilled nursing facilities owned by National Health Corporation (“National”). We recognized management fees and interest on management fees from these facilities of $1,348,000 and $1,243,000 for the three months ended September 30, 2024 and 2023, respectively. We recognized management fees and interest on management fees of $4,014,000 and $3,968,000 from these facilities for the nine months ended September 30, 2024 and 2023, respectively.

Insurance Services

For workers’ compensation insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 were $529,000 and $678,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023 were $1,638,000 and $1,985,000, respectively. Associated losses and expenses including those for self-insurance are included in the interim condensed consolidated statements of operations as "Salaries, wages and benefits."

For professional liability insurance services, the premium revenues reflected in the interim condensed consolidated statements of operations for the three months ended September 30, 2024 and 2023 were $289,000 and $312,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the nine months ended September 30, 2024 and 2023 were $868,000 and $935,000, respectively. Associated losses and expenses including those for self–insurance are included in the interim condensed consolidated statements of operations as "Other operating costs and expenses".

Note 6 – Non–Operating Income

Non–operating income is comprised of the following (in thousands):

	Three Months Ended September 30					Nine Months Ended September 30
	2024			2023		2024		2023
Dividends and net realized gains and losses on sales of securities	$	1,683		$	1,690	$	5,462	$	4,604
Interest income		2,603			2,222		7,790		5,571
Equity in earnings of unconsolidated investments		(62	)		185		589		1,941
Gain on sale of unconsolidated company		-			-		1,024		-
Total non-operating income	$	4,224		$	4,097	$	14,865	$	12,116

Gain on sale of unconsolidated company

In January 2024, the Company sold its 50% joint venture ownership interest in a homecare agency located in Nashville, Tennessee. The total consideration paid to the Company was $2,100,000, which resulted in a gain of $1,024,000.

Note 7 – Business Segments

The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals; and (2) homecare and hospice services. These reportable operating segments are consistent with information used by the Company’s Chief Executive Officer, as chief operating decision maker (“CODM”), to assess performance and allocate resources. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office.

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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 September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	293,026	$	35,648	$	-		$	328,674
Other revenues		370		-		11,154			11,524
Net operating revenues		293,396		35,648		11,154			340,198

Costs and expenses:
Salaries, wages, and benefits		175,241		21,456		16,698			213,395
Other operating		72,384		6,612		3,513			82,509
Rent		8,422		602		1,862			10,886
Depreciation and amortization		9,632		172		815			10,619
Interest		1,742		-		-			1,742
Total costs and expenses		267,421		28,842		22,888			319,151

Income/(loss) from operations		25,975		6,806		(11,734	)		21,047
Non-operating income		-		-		4,224			4,224
Unrealized gains on marketable equity securities		-		-		32,767			32,767

Income before income taxes	$	25,975	$	6,806	$	25,257		$	58,038

	Three Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	243,865	$	33,140	$	-		$	277,005
Other revenues		297		-		11,183			11,480
Net operating revenues		244,162		33,140		11,183			288,485

Costs and expenses:
Salaries, wages, and benefits		151,912		20,066		10,686			182,664
Other operating		64,228		5,868		2,394			72,490
Rent		8,186		538		1,370			10,094
Depreciation and amortization		9,203		185		747			10,135
Interest		77		-		-			77
Total costs and expenses		233,606		26,657		15,197			275,460

Income/(loss) from operations		10,556		6,483		(4,014	)		13,025
Non-operating income		-		-		4,097			4,097
Unrealized losses on marketable equity securities		-		-		(3,093	)		(3,093	)

Income/(loss) before income taxes	$	10,556	$	6,483	$	(3,010	)	$	14,029

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	Nine Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	790,664	$	103,751	$	-		$	894,415
Other revenues		710		-		33,462			34,172
Government stimulus income		-		-		9,445			9,445
Net operating revenues and grant income		791,374		103,751		42,907			938,032

Costs and expenses:
Salaries, wages, and benefits		474,190		63,761		38,658			576,609
Other operating		207,883		18,977		11,232			238,092
Rent		24,795		1,736		5,273			31,804
Depreciation and amortization		27,646		545		2,352			30,543
Interest		1,788		-		-			1,788
Total costs and expenses		736,302		85,019		57,515			878,836

Income/(loss) from operations		55,072		18,732		(14,608	)		59,196
Non-operating income		-		-		14,865			14,865
Unrealized gains on marketable equity securities		-		-		56,290			56,290

Income before income taxes	$	55,072	$	18,732	$	56,547		$	130,351

	Nine Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	706,795	$	97,822	$	-		$	804,617
Other revenues		894		-		35,119			36,013
Net operating revenues		707,689		97,822		35,119			840,630

Costs and expenses:
Salaries, wages, and benefits		435,517		60,804		29,461			525,782
Other operating		192,473		17,356		7,384			217,213
Rent		24,520		1,639		3,928			30,087
Depreciation and amortization		27,474		555		2,237			30,266
Interest		268		-		-			268
Total costs and expenses		680,252		80,354		43,010			803,616

Income/(loss) from operations		27,437		17,468		(7,891	)		37,014
Non-operating income		-		-		12,116			12,116
Unrealized gains on marketable equity securities		-		-		2,943			2,943

Income before income taxes	$	27,437	$	17,468	$	7,168		$	52,073

Note 8 – Long-Term Leases

Operating Leases

At September 30, 2024, we lease from NHI the real property of 28 skilled nursing facilities, five assisted living centers and three independent living centers under one lease agreement. As part of the lease agreement, we sublease four Florida skilled nursing facilities to a third-party operator. The lease includes base rent plus a percentage rent. The annual base rent is $32,625,000 in 2024, $32,225,000 in 2025, and $31,975,000 in 2026 with the lease term expiring in December 2026. The percentage rent is based on a quarterly calculation of revenue increases and is payable on a quarterly basis. Total facility rent expense to NHI was $10,085,000 and $9,300,000 for the three months ended September 30, 2024 and 2023, respectively. Total facility rent expense to NHI was $29,371,000 and $27,719,000 for the nine months ended September 30, 2024 and 2023, respectively.

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Minimum Lease Payments

The following table summarizes the maturity of our operating lease liabilities as of September 30, 2024 (in thousands):

	Operating Leases
2025	$	35,858
2026		35,183
2027		10,471
2028		1,702
2029		1,424
Thereafter		11,768
Total minimum lease payments		96,406
Less: amounts representing interest		(11,961	)
Present value of future minimum lease payments		84,445
Less: current portion		(31,366	)
Noncurrent lease liabilities	$	53,079

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Note 9 – Earnings per Share

Basic net income per share is computed based on the weighted average number of common shares outstanding for each period presented. Diluted net income per share reflects the potential dilution that would have occurred if securities to issue common stock were exercised, converted, or resulted in the issuance of common stock that would have then shared in our earnings.

The following table summarizes the earnings and the weighted average number of common shares used in the calculation of basic and diluted earnings per share (in thousands, except for share and per share amounts):

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Basic:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, basic	$	2.78	$	0.68	$	6.23	$	2.51

Diluted:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Effects of dilutive instruments		255,641		24,598		191,536		22,816
Weighted average common shares outstanding		15,667,321		15,324,511		15,576,294		15,334,269

Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, diluted	$	2.73	$	0.68	$	6.15	$	2.50

For the three and nine months ending September 30, 2024, we did not exclude any stock options from the calculation of diluted weighted average shares of common stock outstanding. For the three and nine months ending September 30, 2023, 637,409 of stock options have been excluded from the calculation of diluted weighted average shares of common stock outstanding because the inclusion of these securities would have an anti-dilutive effect.

Note 10 – Investments in Marketable Securities

Our investments in marketable equity securities are carried at fair value with the changes in unrealized gains and losses recognized in our results of operations at each measurement date. Our investments in marketable debt securities are classified as available for sale securities and carried at fair value with the unrealized gains and losses recognized through accumulated other comprehensive income at each measurement date. Any credit-related decline in fair market values below the amortized cost of our available for sale debt securities are recorded in our results of operations through an allowance for credit losses. Realized gains and losses from securities sales are recognized in results of operations upon disposition of the securities using the specific identification method on a trade date basis. Refer to Note 11 for a description of the Company's methodology for determining the fair value of marketable securities.

Marketable securities consist of the following (in thousands):

	September 30, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investments available for sale:
Marketable equity securities	$	30,176	$	164,754	$	30,176	$	111,117
Corporate debt securities		–		–		2,497		2,441
U.S. Treasury securities		–		–		2,990		2,986
Restricted investments available for sale:
Marketable equity securities		17,702		23,001		24,134		26,779
Corporate debt securities		59,267		58,812		59,586		57,731
Asset-based securities		17,756		16,646		19,388		17,659
U.S. Treasury securities		46,224		44,671		46,771		42,863
State and municipal securities		3,813		3,782		4,106		4,047
	$	174,938	$	311,666	$	189,648		265,623

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Included in the marketable equity securities are the following (in thousands, except share amounts):

September 30, 2024

December 31, 2023

Cost

Fair

Value

Cost

Fair

Value

NHI Common Stock

1,630,642

24,734

137,072

1,630,642

24,734

91,071

The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands):

	September 30, 2024				December 31, 2023
	Cost		Fair Value		Cost		Fair Value
Maturities:
Within 1 year	$	24,509	$	24,023	$	19,664	$	19,328
1 to 5 years		71,047		69,082		81,517		77,118
6 to 10 years		31,197		30,499		33,515		30,802
Over 10 years		307		307		642		479
	$	127,060	$	123,911	$	135,338	$	127,727

Gross unrealized gains related to marketable equity securities are $140,177,000 and $84,514,000 as of September 30, 2024 and December 31, 2023, respectively. Gross unrealized losses related to marketable equity securities are $300,000 and $928,000 as of September 30, 2024 and December 31, 2023, respectively. For the three months ended September 30, 2024 and 2023, the Company recognized net unrealized gains of $32,767,000 and net unrealized losses of $3,093,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the nine months ended September 30, 2024 and 2023, the Company recognized net unrealized gains of $56,290,000 and 2,943,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations.

Gross unrealized gains related to available for sale marketable debt securities are $1,104,000 and $326,000 as of September 30, 2024 and December 31, 2023, respectively. Gross unrealized losses related to available for sale marketable debt securities are $4,253,000 and $7,937,000 as of September 30, 2024 and December 31, 2023, respectively.

The Company’s unrealized losses in our available for sale marketable debt securities were determined to be non-credit related. The Company has not recognized any credit related impairments for the nine months ended September 30, 2024 and 2023.

For the marketable debt securities in gross unrealized loss positions, (a) it is more likely than not that the Company will not be required to sell the investment securities before recovery of the unrealized losses, and (b) the Company expects that the contractual principal and interest will be received on the investment securities.

Proceeds from the sale of available for sale marketable securities during the nine months ended September 30, 2024 and 2023 were $39,776,000 and $36,578,000, respectively. Investment gains of $331,000 and investment losses of $603,000 were realized on these sales during the nine months ended September 30, 2024 and 2023, respectively.

Note 11 – Fair Value Measurements

The accounting standard for fair value measurements provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. Fair value is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. This accounting standard establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs that may be used to measure fair value:

Level 1 – The valuation is based on quoted prices in active markets for identical instruments.

Level 2 – The valuation is based on observable inputs such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model–based valuation techniques for which all significant assumptions are observable in the market.

Level 3 – The valuation is based on unobservable inputs that are supported by minimal or no market activity and that are significant to the fair value of the instrument. Level 3 valuations are typically performed using pricing models, discounted cash flow methodologies, or similar techniques that incorporate management’s own estimates of assumptions that market participants would use in pricing the instrument, or valuations that require significant management judgment or estimation.

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A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

The following table summarizes fair value measurements by level at September 30, 2024 and December 31, 2023 for assets and liabilities measured at fair value on a recurring basis (in thousands):

	Fair Value Measurements Using
September 30, 2024	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	84,807	$	84,807	$	–	$	–
Restricted cash and cash equivalents		30,267		30,267		–		–
Marketable equity securities		187,755		187,755		–		–
Corporate debt securities		58,812		39,475		19,337		–
Asset–backed securities		16,646		–		16,186		460
U.S. Treasury securities		44,671		44,671		–		–
State and municipal securities		3,782		–		3,782		–
Total financial assets	$	426,740	$	386,975	$	39,305	$	460

	Fair Value Measurements Using
December 31, 2023	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	107,076	$	107,076	$	–	$	–
Restricted cash and cash equivalents		18,892		18,892		–		–
Marketable equity securities		137,896		137,896		–		–
Corporate debt securities		60,171		42,860		17,311		–
Asset–backed securities		17,659		–		17,210		449
U.S. Treasury securities		45,850		45,850		–		–
State and municipal securities		4,047		–		4,047		–
Total financial assets	$	391,591	$	352,574	$	38,568	$	449

Note 12 – Goodwill and Other Intangible Assets

At September 30, 2024, the Company reviewed the carrying value of goodwill for impairment indicators. As a result of the review, there were no impairment indicators regarding the Company’s goodwill that required a quantitative test to be performed. However, our accounting estimates could materially change from period to period due to changing market factors. We will continue to monitor future events, changes in circumstances, and the potential impact thereof. If actual results are not consistent with our assumptions and estimates, we may be exposed to future goodwill impairment losses

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See Note 3 – Acquisition of White Oak Senior Living for further detail describing the goodwill and indefinite-lived intangible asset additions in 2024. At September 30, 2024, the following table represents the activity related to our goodwill by segment (in thousands):

	Inpatient Services		Homecare and Hospice		All Other		Total
January 1, 2024	$	3,741	$	164,554	$	–	$	168,295
Additions		1,395		–		–		1,395
September 30, 2024	$	5,136	$	164,554	$	–	$	169,690

Indefinite-lived intangible assets consist of the following (in thousands):

	September 30, 2024		December 31, 2023
Trade names	$	15,836	$	4,340
Certificates of need		1,757		532
Licenses		2,212		2,166
Total	$	19,805	$	7,038

As part of the White Oak Senior Living acquisition, we recorded indefinite-lived intangible assets that consisted of the trade name ($11,496,000) and certificates of need and licenses ($1,271,000).

Note 13 - Stock Repurchase Program

During the nine months ended September 30, 2024, the Company repurchased 133,151 shares of its common stock for a total cost of $13,502,000. During the nine months ended September 30, 2023, the Company repurchased 44,349 shares of its common stock for a total cost of $2,482,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued.

Note 14 – Stock–Based Compensation

NHC recognizes stock–based compensation expense for all stock options granted over the requisite service period using the fair value at the date of grant using the Black–Scholes pricing model. Stock–based compensation totaled $1,093,000 and $708,000 for the three months ended September 30, 2024 and 2023, respectively. Stock-based compensation totaled $3,062,000 and $2,119,000 for the nine months ended September 30, 2024 and 2023, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

At September 30, 2024, the Company had $5,752,000 of unrecognized compensation cost related to unvested stock–based compensation awards. This unrecognized compensation cost will be amortized over an approximate two-year period.

Stock Options

The following table summarizes the significant assumptions used to value the options granted for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

	September 30, 2024		December 31, 2023
Risk–free interest rate		4.40%		4.52%
Expected volatility		24.1%		29.3%
Expected life, in years		2.9		2.9
Expected dividend yield		2.63%		4.41%

The following table summarizes our outstanding stock options for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		445,144		$	66.62	$	–
Options granted		299,278			54.44		–
Options exercised		(103,481	)		64.72		–
Options cancelled		(52,407	)		60.58		–
Options outstanding at December 31, 2023		588,534			61.30		–
Options granted		298,097			94.42		–
Options exercised		(211,040	)		63.75		–
Options cancelled		(33,202	)		79.34		–
Options outstanding at September 30, 2024		642,389			74.93	$	32,658,000

Options exercisable at September 30, 2024		153,439			63.87	$	9,498,000

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Options Outstanding September 30, 2024	Exercise Prices				Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
331,037		53.94	-	69.19		58.88		3.0
311,352		71.64	-	96.03		92.00		4.1
642,389						74.93		3.5

Note 15 – Long-Term Debt

Long–term debt consists of the following (dollars in thousands):

	Interest rate at September 30, 2024		Maturity		September 30, 2024			December 31, 2023
Credit facility, interest payable monthly		Variable, 6.8%		2029	$	147,000		$	–
Less current portion						(7,500	)		–
Total long-term debt					$	139,500		$	–

On August 1, 2024, the Company entered into a $200,000,000 senior credit facility with a five-year term consisting of a $150,000,000 term facility and a $50,000,000 revolving line of credit (the “Credit Facility”). The Credit Facility is for general corporate purposes, including working capital and acquisitions. The loans bear interest at either (i) Term Secured Overnight Financing Rate (“SOFR”) for interest periods of one, three or six months, plus the applicable margin or, at NHC’s option, (ii) the Base Rate plus the applicable margin. The applicable margin is an interest rate per annum between 1.30% and 1.65% for Term SOFR loans and between .30% and .65% for Base Rate loans, depending upon the Company meeting certain conditions. The revolving line of credit contains a commitment fee equal to 0.25% of the unused borrowing capacity. There are no amounts outstanding on the revolving line of credit at September 30, 2024.

NHC’s obligations under the Credit Facility are unsecured. The Credit Facility contains customary representations and warranties, financial covenants, and other customary affirmative and negative covenants. The Credit Facility also contains customary events of default. As of September 30, 2024, the Company is compliant with all financial covenants. Based on level 2 inputs, the carrying value of the Company's long-term debt is considered to approximate the fair value of such debt based upon the interest rates that the Company believes it can currently obtain for similar debt.

The aggregate maturities of long–term debt for the five years subsequent to September 30, 2024 are as follows (in thousands):

	Long–Term Debt
2025	$	7,500
2026		7,500
2027		7,500
2028		7,500
2029		117,000
Total	$	147,000

Note 16 – Income Taxes

The Company's income tax provision as a percentage of our income before income taxes was 26.4% and 27.9% for the three months ended September 30, 2024 and 2023, respectively.

The Company's income tax provision as a percentage of our income before income taxes was 26.3% and 28.3% for the nine months ended September 30, 2024 and 2023, respectively.

Typically, these percentages vary from the U.S. federal statutory income tax rate of 21% primarily due to state income taxes, excess tax benefits from stock-based compensation, benefits resulting from the lapsing of statute of limitations of items in our tax contingency reserve, and non-deductible expenses. For the three months and nine months ended September 30, 2024, the accrual of state income tax was the most significant reconciling item. For the three and nine months ended September 30, 2023, the accrual of state income tax was the only significant reconciling items.

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Our quarterly income tax provision, and our estimate of our annual effective income tax rate, is subject to variation due to several factors, including volatility based on the amount of pre-tax income or loss.

The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2020 (with certain state exceptions).

Note 17 – Contingencies and Commitments

Accrued Risk Reserves

We have wholly–owned limited purpose insurance companies that insure risks related to workers’ compensation and general and professional liability insurance claims both for our owned and leased entities and certain of the entities to which we provide management or accounting services. The liability we have recognized for reported claims and estimates for incurred but unreported claims totals $110,204,000 and $103,259,000 at September 30, 2024 and December 31, 2023, respectively. The liability is included in accrued risk reserves in the interim condensed consolidated balance sheets and is subject to adjustment for actual claims incurred. It is possible that these claims plus unasserted claims could exceed our insurance coverages and our reserves, which could have a material adverse effect on our consolidated financial position, results of operations and cash flows.

As a result of the terms of our insurance policies and our use of wholly owned limited purpose insurance companies, we have retained significant insurance risk with respect to workers’ compensation and general and professional liability. We consider the professional services of independent actuaries to assist us in estimating our exposures for claims obligations (for both asserted and unasserted claims) related to deductibles and exposures in excess of coverage limits, and we maintain reserves for these obligations. Such estimates are based on many variables including historical and statistical information and other factors.

Workers’ Compensation

For workers’ compensation, we utilize a wholly–owned Tennessee domiciled property/casualty insurance company to write coverage for NHC affiliates and for third–party customers. Policies are written for a duration of twelve months and cover only risks related to workers’ compensation losses. All customers are companies which operate in the senior care industry. Business is written on a direct basis.

General and Professional Liability Insurance and Lawsuits

The senior care industry has experienced significant increases in both the number of personal injury/wrongful death claims and in the severity of awards based upon alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. The defense of these lawsuits may result in significant legal costs, regardless of the outcome, and can result in large settlement amounts or damage awards. Additional insurance is purchased through third party providers that serve to supplement the coverage provided through our wholly owned captive insurance company.

There is certain additional litigation incidental to our business, none of which, based upon information available to date, would be material to our financial position, results of operations, or cash flows. In addition, the long–term care industry is continuously subject to scrutiny by governmental regulators, which could result in litigation or claims related to regulatory compliance matters.

Qui Tam Litigation

United States of America, ex rel. Jennifer Cook and Sally Gaither v. Integrated Behavioral Health, Inc., NHC HealthCare/Moulton, LLC, et al., Case No. 2:20-CV-00877-AMM (N.D. Ala.) This is a qui tam case originally filed under seal on June 22, 2020. The United States declined intervention on March 1, 2021. Thereafter, the Plaintiffs filed an amended Complaint against Dr. Sanja Malhotra, Integrated Behavioral Health, Inc. and other entities that Dr. Malhotra was alleged to own or in which he allegedly had a financial interest. The Complaint also named multiple skilled nursing facilities as Defendants, including NHC Healthcare/Moulton, LLC, an affiliate of National HealthCare Corporation. The Complaint alleged that nurse practitioners affiliated with Dr. Malhotra provided free services to the facilities in exchange for referrals to entities owned by or in which Dr. Malhotra had a financial interest in violation of the False Claims Act and Anti-Kickback Statute. NHC Healthcare/Moulton, LLC denied the allegations and filed a motion to dismiss on November 4, 2021. On January 28, 2022, the district court stayed this matter and administratively terminated the motion to dismiss pending the U.S. Supreme Court's review of a petition for certiorari filed in an unrelated matter but involving one of the legal arguments raised in the motion to dismiss. Thereafter, the U.S. Supreme Court denied the petition for certiorari in the unrelated matter. As a result, NHC Healthcare/Moulton, LLC renewed its motion to dismiss. The District Court granted NHC Healthcare/Moulton’s Motion to Dismiss, along with other pending Motions to Dismiss, and entered an Order of Dismissal on March 23, 2023 and an Amended Order of Dismissal on April 4, 2023, which dismissed the case in its entirety with prejudice with respect to the claims asserted by the Plaintiffs. The Plaintiffs filed a Notice of Appeal on April 20, 2023 to appeal the dismissal to the United States Court of Appeals for the Eleventh Circuit. On December 21, 2023, the Eleventh Circuit entered an Order affirming the District Court’s dismissal of the claims. The time period for the Plaintiffs to file a Petition for a Writ of Certiorari with the United States Supreme Court has expired making the Order affirming dismissal issued by the Eleventh Circuit final.

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Civil Investigative Demand

On or about May 21, 2024, Caris Healthcare, L.P. (“Caris”) received a Civil Investigative Demand (“CID”) from the U.S. Attorney’s Office for the Eastern District of Tennessee. The CID requests the production of certain medical records for patients at Caris’ Nashville office and other documents related to the billing for hospice services for the period of January 1, 2019, through the date of the CID. The Company is cooperating with respect to the requests and remains in the process of responding to the CID.

Governmental Regulations

Laws and regulations governing Medicare, Medicaid and other federal healthcare programs are complex and subject to interpretation. Management believes that it is following all applicable laws and regulations in all material respects. However, compliance with such laws and regulations can be subject to future government review and interpretation as well as significant regulatory action including fines, penalties, and exclusions from the Medicare, Medicaid and other federal healthcare programs.

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward–Looking Statements

References throughout this document to the Company include National HealthCare Corporation and its wholly owned subsidiaries. In accordance with the Securities and Exchange Commissions “Plain English” guidelines, this Quarterly Report on Form 10–Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National HealthCare Corporation and its wholly–owned subsidiaries and not any other person.

This Quarterly Report on Form 10–Q and other information we provide from time to time, contains certain “forward–looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations or cash flows, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, ability to control our patient care liability costs, ability to respond to changes in government regulations, ability to execute our three–year strategic plan, and similar statements including, without limitations, those containing words such as “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward–looking statements.

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 17: Contingencies and Commitments);

●	the ability to attract and retain qualified personnel;

●	the availability and terms of capital to fund acquisitions and capital improvements;

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●	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 2023 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 September 30, 2024, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,349 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 32 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

Centers for Medicare and Medicaid Services Minimum Staffing Standards

On April 22, 2024, the Centers for Medicare and Medicaid Services (“CMS”) issued the Minimum Staffing Standards for Long-Term Care (“LTC”) Facilities and Medicaid Institutional Payment Transparency Reporting final rule. Included in this final rule are new comprehensive minimum nurse staffing requirements, which aim to significantly reduce the risk of residents receiving unsafe and low-quality care within LTC facilities. CMS is finalizing a total nurse staffing standard of 3.48 hours per resident day (“HPRD”), which must include at least 0.55 HPRD of direct registered nurse (“RN”) care and 2.45 HPRD of direct nurse aide care. Facilities may use any combination of nurse staff (RN, licensed practical nurse and licensed vocational nurse, or nurse aide) to account for the additional 0.48 HPRD needed to comply with the total nurse staffing standard.

CMS is also finalizing enhanced facility assessment requirements and a requirement to have an RN onsite 24 hours a day, seven days a week (“24/7”), to provide skilled nursing care. The 24/7 RN onsite can be the Director of Nursing; however, they must be available to provide direct resident care.

This final rule provides a staggered implementation timeframe of the minimum nurse staffing standards and a 24/7 RN requirement based on geographic location, as well as possible exemptions for qualifying facilities for some parts of these requirements based on workforce unavailability and other factors.

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 September 30, 2024 was 88.3% compared to 88.1% for the same period a year ago. For the nine months ended September 30, 2024, overall census in our owned and leased skilled nursing facilities was 88.6% compared to 87.8% for the same period a year ago.

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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.

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 September 30, 2024:

	NHC Ratings		Industry Ratings
Total number of skilled nursing facilities, end of period		80
Number of 4 and 5-star rated skilled nursing facilities		45
Percentage of 4 and 5-star rated skilled nursing facilities		56%		36%
Average rating for all skilled nursing facilities, end of period		3.5		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.

Type of Operation	Description	Size	Location	Placed in Service
Hospice	New Agency	1 agency	Cedar Bluff, VA	March 2023
Skilled Nursing	Acquisition	66 beds	Nashville, TN	May 2023
Homecare	New Agency	1 agency	Tallahassee, FL	May 2023
Assisted Living Facility	New Operations	135 units	Vero Beach, FL	July 2023
Assisted Living Facility	New Operations	95 units	Merritt Island, FL	July 2023
Assisted Living Facility	New Operations	100 units	Stuart, FL	July 2023
Hospice	New Agency	1 agency	Morristown, TN	April 2024
Hospice	New Agency	1 agency	Lawrenceburg, TN	July 2024
Hospice	New Agency	1 agency	Wytheville, VA	August 2024

On August 1, 2024, the Company purchased the White Oak portfolio, including its long-term care pharmacy. The White Oak portfolio consists of 15 skilled nursing facilities, two assisted living facilities, and four independent living facilities. The White Oak operations have 1,928 licensed skilled nursing beds, 48 assisted living units, and 302 independent living units in the states of South Carolina and North Carolina.

Accrued Risk Reserves

Our accrued professional liability and workers’ compensation reserves totaled $110,204,000 at September 30, 2024 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.

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Government Reimbursement Programs

Medicare – Skilled Nursing Facilities

In July 2023, CMS released its final rule outlining fiscal year 2024 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2023. The fiscal year 2024 rule equates to a net increase of 4.0%, or approximately $1.4 billion, in Medicare Part A payments to SNFs in fiscal year 2024 compared to 2023 levels. The rule includes a 3.0% 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 $789 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.

In July 2024, CMS released its final rule outlining fiscal year 2025 Medicare payment rates and policy changes for skilled nursing facilities, which began on October 1, 2024. The fiscal year 2025 rule equates to a net 4.2% increase in Medicare Part A payments to SNFs in fiscal year 2025 compared to 2024 levels. The rule includes a market basket increase of 3.0%, an increase of 1.7% to the market basket forecast error adjustment, and a negative 0.5% productivity adjustment. This final rule also changes CMS’ enforcement policies to impose more equitable and consistent civil monetary penalties ("CMPs") for health and safety violations as part of the agency’s ongoing work to increase the safety and care provided in America’s nursing homes. CMS revised the regulation to expand the type of CMPs that can be imposed to allow for more per instance and per day CMPs to be imposed, as appropriate. In the final rule it also finalized updates to the SNF Quality Reporting Program ("QRP") to better account for adverse social conditions that negatively impact individuals’ health or healthcare. CMS also finalized its proposal to adopt a data validation process for the SNF QRP beginning the same year.

For the first nine months of 2024, our average Medicare per diem rate for skilled nursing facilities increased 4.9% as compared to the same period in 2023.

Medicaid – Skilled Nursing Facilities

Effective July 1, 2024 and for the fiscal year 2025, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2025 fiscal year will be approximately $11,000,000 annually, or $2,750,000 per quarter. Additionally, the state of Tennessee implemented non-recurring rate increases for fiscal year 2025 for continued stabilization payments and Medicaid rate rebasing. These non-recurring rate increases will result in an additional increase in revenue for the 2025 fiscal year of approximately $8,200,000 annually, or $2,050,000 per quarter.

Effective October 1, 2024 and for the fiscal year 2025, the state of South Carolina implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2025 fiscal year will be approximately $500,000 annually, or $125,000 per quarter.

Effective July 1, 2024 and for the fiscal year 2025, the state of Missouri has proposed specific individual nursing facility increases, subject to approval from Centers for Medicare and Medicaid Services ("CMS"). Upon CMS' approval, we estimate the resulting increase in revenue for the 2025 fiscal year will be approximately $6,600,000 annually, or $1,650,000 per quarter.

We have also received from many of the states in which we operate a supplemental Medicaid payment to help mitigate the inflationary labor and medical supplies costs resulting from the pandemic. We have recorded $5,267,000 and $4,232,000 in net patient revenues for these supplemental Medicaid payments for the three months ended September 30, 2024 and 2023, respectively. We have recorded $11,314,000 and $15,3620,000 in net patient revenues for these supplemental Medicaid payments for the nine months ended September 30, 2024 and 2023, respectively.

For the first nine months of 2024, our average Medicaid per diem increased 10.2% compared to the same period in 2023.

State Medicaid plans subject to budget constraints are of particular concern to us. Changes in federal funding coupled with state budget problems and Medicaid expansion under the Affordable Care Act have produced an uncertain environment. Some states will not keep pace with post-acute healthcare inflation. States are currently under pressure to pursue other alternatives to skilled nursing care such as community and home–based services. Medicaid programs are funded jointly by the federal government and the states and are administered by states under approved plans. Most state Medicaid payments are made under a prospective payment system or under programs which negotiate payment levels with individual providers. Some states use, or have applied to use, waivers granted by CMS to implement expansion, impose different eligibility or enrollment restrictions, or otherwise implement programs that vary from federal standards.

Medicare – Homecare Programs

In November 2023, CMS released its final rule outlining fiscal year 2024 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2024 will increase in aggregate by 0.8%, or $140 million. The increase is the result of a 3.3% market basket update, reduced by a 0.3% productivity adjustment. The increase is offset by a behavioral adjustment that will cut payments by a net 2.6%. The behavioral adjustment was designed to achieve budget-neutral implementation of the PDPM. Finally, CMS also adjusted the fixed-dollar loss ratio for outlier payments, which will increase payments by 0.4%.

In June 2024, CMS released its proposed rule outlining fiscal year 2025 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2025 will decrease by 1.7% or $280 million, relative to the prior year. This decrease reflects a 2.5% home health payment update, reduced by a 3.6% decrease related to the Patient-Driven Groupings Model (“PDGM”) rebalancing and an estimated 0.6% decrease that reflects a proposed fixed dollar loss for outlier payments. As required by the Bipartisan Budget Act of 2018, this rule proposes a permanent prospective adjustment to the CY2025 home health payment rate to account for the impact of implementing the PDGM. This adjustment accounts for differences between assumed behavior changes and actual behavior changes on estimated aggregate expenditures due to the CY2020 implementation of PDGM and the change to a 30-day unit of payment.

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Medicare – Hospice

In July 2023, CMS released its final rule outlining fiscal year 2024 Medicare payment rates. CMS issued a rate increase of 3.1%, or $780 million, effective October 1, 2023. This increase is the result of a 3.3% market basket increase reduced by a 0.2% productivity adjustment. The FY2024 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 FY2024 is $33,494.

In July 2024, CMS released its final rule outlining fiscal year 2025 Medicare payment rates. CMS issued a rate increase of 2.9%, or $790 million, effective October 1, 2024. This increase is the result of a 3.4% market basket increase reduced by a 0.5% productivity adjustment. The FY2025 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 FY2025 is $34,465.

Segment Reporting

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 September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	293,026	$	35,648	$	-		$	328,674
Other revenues		370		-		11,154			11,524
Net operating revenues		293,396		35,648		11,154			340,198

Costs and expenses:
Salaries, wages, and benefits		175,241		21,456		16,698			213,395
Other operating		72,384		6,612		3,513			82,509
Rent		8,422		602		1,862			10,886
Depreciation and amortization		9,632		172		815			10,619
Interest		1,742		-		-			1,742
Total costs and expenses		267,421		28,842		22,888			319,151

Income/(loss) from operations		25,975		6,806		(11,734	)		21,047
Non-operating income		-		-		4,224			4,224
Unrealized gains on marketable equity securities		-		-		32,767			32,767

Income before income taxes	$	25,975	$	6,806	$	25,257		$	58,038

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	Three Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	243,865	$	33,140	$	-		$	277,005
Other revenues		297		-		11,183			11,480
Net operating revenues		244,162		33,140		11,183			288,485

Costs and expenses:
Salaries, wages, and benefits		151,912		20,066		10,686			182,664
Other operating		64,228		5,868		2,394			72,490
Rent		8,186		538		1,370			10,094
Depreciation and amortization		9,203		185		747			10,135
Interest		77		-		-			77
Total costs and expenses		233,606		26,657		15,197			275,460

Income/(loss) from operations		10,556		6,483		(4,014	)		13,025
Non-operating income		-		-		4,097			4,097
Unrealized losses on marketable equity securities		-		-		(3,093	)		(3,093	)

Income/(loss) before income taxes	$	10,556	$	6,483	$	(3,010	)	$	14,029

	Nine Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	790,664	$	103,751	$	-		$	894,415
Other revenues		710		-		33,462			34,172
Government stimulus income		-		-		9,445			9,445
Net operating revenues and grant income		791,374		103,751		42,907			938,032

Costs and expenses:
Salaries, wages, and benefits		474,190		63,761		38,658			576,609
Other operating		207,883		18,977		11,232			238,092
Rent		24,795		1,736		5,273			31,804
Depreciation and amortization		27,646		545		2,352			30,543
Interest		1,788		-		-			1,788
Total costs and expenses		736,302		85,019		57,515			878,836

Income/(loss) from operations		55,072		18,732		(14,608	)		59,196
Non-operating income		-		-		14,865			14,865
Unrealized gains on marketable equity securities		-		-		56,290			56,290

Income before income taxes	$	55,072	$	18,732	$	56,547		$	130,351

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	Nine Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	706,795	$	97,822	$	-		$	804,617
Other revenues		894		-		35,119			36,013
Net operating revenues		707,689		97,822		35,119			840,630

Costs and expenses:
Salaries, wages, and benefits		435,517		60,804		29,461			525,782
Other operating		192,473		17,356		7,384			217,213
Rent		24,520		1,639		3,928			30,087
Depreciation and amortization		27,474		555		2,237			30,266
Interest		268		-		-			268
Total costs and expenses		680,252		80,354		43,010			803,616

Income/(loss) from operations		27,437		17,468		(7,891	)		37,014
Non-operating income		-		-		12,116			12,116
Unrealized gains on marketable equity securities		-		-		2,943			2,943

Income before income taxes	$	27,437	$	17,468	$	7,168		$	52,073

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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 newly opened facilities or agencies not at full capacity, gains on sale of unconsolidated companies, share-based compensation expense, acquisition-related expenses, and the recognition of the employee retention credit is helpful in allowing investors to assess the Company’s operations more accurately.

The operating results for newly opened facilities or agencies not at full capacity include newly constructed healthcare facilities or agencies that are still considered in the start-up phase, which are two hospice agencies for the three and nine months ended September 30, 3024. For the three and nine months ended September 30, 2023, included are two behavioral health hospitals, two homecare agencies, and two hospice agencies. The acquisition-related expenses represent expenses incurred to acquire the White Oak portfolio.

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

	Three Months Ended September 30						Nine Months Ended September 30
	2024			2023			2024			2023

Net income attributable to National Healthcare Corporation	$	42,789		$	10,388		$	95,846		$	38,392
Non-GAAP adjustments:
Unrealized (gains)/losses on marketable equity securities		(32,767	)		3,093			(56,290	)		(2,943	)
Operating results for newly opened facilities or agencies not at full capacity		120			66			140			1,616
Share-based compensation expense		1,093			708			3,062			2,119
Gain on sale of unconsolidated company		-			-			(1,024	)		-
Acquisition-related expenses		637			-			2,831			-
Employee retention credit		-			-			(9,445	)		-
Income tax expense/(benefit) on non-GAAP adjustments		8,038			(1,005	)		15,789			(206	)
Non-GAAP Net income	$	19,910		$	13,250		$	50,909		$	38,978


GAAP diluted earnings per share	$	2.73		$	0.68		$	6.15		$	2.51
Non-GAAP adjustments:
Unrealized (gains)/losses on marketable equity securities		(1.55	)		0.15			(2.67	)		(0.14	)
Operating results for newly opened facilities or agencies not at full capacity		0.01			-			0.01			0.07
Share-based compensation expense		0.05			0.03			0.15			0.10
Gain on sale of unconsolidated company		-			-			(0.05	)		-
Acquisition-related expenses		0.03			-			0.13			-
Employee retention credit		-			-			(0.45	)		-
Non-GAAP diluted earnings per share	$	1.27		$	0.86		$	3.27		$	2.54

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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 and nine months ended September 30, 2024 and 2023.

Percentage of Net Operating Revenues

	Three Months Ended September 30						Nine Months Ended June 30
	2024			2023			2024			2023
Net operating revenues and grant income		100.0	%		100.0	%		100	%		100	%
Costs and expenses:
Salaries, wages, and benefits		62.7			63.3			61.5			62.5
Other operating		24.3			25.1			25.4			25.8
Facility rent		3.2			3.5			3.4			3.6
Depreciation and amortization		3.1			3.5			3.3			3.6
Interest		0.5			0.1			0.1			0.1
Total costs and expenses		93.8			95.5			93.7			95.6
Income from operations		6.2			4.5			6.3			4.4
Non–operating income		1.3			1.4			1.5			1.4
Unrealized gains/(losses) on marketable equity securities		9.6			(1.0	)		6.1			0.4
Income before income taxes		17.1			4.9			13.9			6.2
Income tax provision		(4.5	)		(1.4	)		(3.7	)		(1.8	)
Net income		12.6			3.5			10.2			4.4
Net income attributable to noncontrolling interest		0.0			0.1			0.0			0.2
Net income attributable to stockholders of NHC		12.6			3.6			10.2			4.6

Three Months Ended September 30, 2024 Compared to Three Months Ended September 30, 2023

Results for the quarter ended September 30, 2024 compared to the third quarter of 2023 include a 17.9% increase in net operating revenues. For the quarter ended September 30, 2024, GAAP net income attributable to NHC was $42,789,000 compared to $10,388,000 for the same period in 2023. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended September 30, 2024 was $19,910,000 compared to $13,250,000 for the same period in 2023. The increase in adjusted net income for the three months ended September 30, 2024 compared to the same period of 2023 was primarily due to the per diem increases in our skilled nursing facilities and the continued reduction of nurse agency staffing expense within our operations.

Net operating revenues

Net patient revenues increased $51,669,000, or 18.7%, compared to the same period last year.

The total census at owned and leased skilled nursing facilities for the quarter averaged 88.3%, compared to an average of 88.1% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 7.8% compared to the same quarter a year ago. Our Medicare per diem rates increased 4.8% and managed care per diem rates decreased 6.0% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 13.1% and 14.1%, respectively, compared to the same quarter a year ago. For the three months ended September 30, 2024 and 2023, respectively, $5,267,000 and $4,232,000 have been included in our net patient revenues for supplemental Medicaid payments that are in addition to our Medicaid skilled nursing per diems.

White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $37,299,000 in net patient revenues for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

On March 1, 2024, the Company exited a lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in net patient revenues decreasing $7,861,000 for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

Other revenues decreased $44,000, or 0.4%, compared to the same quarter last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

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Total costs and expenses

Total costs and expenses for the three months ended September 30, 2024 compared to the same period of 2023 increased $43,691,000, or 15.9%, to $319,151,000 from $275,460,000.

Salaries, wages, and benefits as a percentage of net operating revenues was 62.7% compared to 63.3% for the three months ended September 30, 2024 and 2023, respectively. We continue to work diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations. Our agency staffing expense decreased approximately 60% for the three months ended September 30, 2024 compared to the same period of 2023.

White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $24,511,000 in salaries, wages, and benefits for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

On March 1, 2024, the Company exited the lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in salaries, wages, and benefits decreasing $6,148,000 for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

Other operating expenses as a percentage of net operating revenues was 24.3% and 25.1% for the three months ended September 30, 2024 and 2023, respectively. White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $8,238,000 in other operating expenses for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

On March 1, 2024, the Company exited the lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in other operating expenses decreasing $2,316,000 for the quarter ended September 30, 2024 compared to the same quarter in the prior year.

Other income

Non–operating income increased by $127,000 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 September 30, 2024 is $15,338,000 (an effective income tax rate of 26.4%).

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.

Nine Months Ended September 30, 2024 Compared to Nine Months Ended September 30, 2023

Results for the nine months ended September 30, 2024 compared to the same period of 2023 include an 11.6% increase in net operating revenues and grant income. For the nine months ended September 30, 2024, GAAP net income attributable to NHC was $95,846,000 compared to $38,392,000 for the same period in 2023. Excluding the unrealized gains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the nine months ended September 30, 2024 was $50,909,000 compared to $38,978,000 for the same period in 2023. The increase in adjusted net income for the nine months ended September 30, 2024 compared to the same period of 2023 was primarily due to the per diem increases in our skilled nursing facilities and the continued reduction of nurse agency staffing expense within our operations.

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Net operating revenues and grant income

Net patient revenues increased $89,798,000, or 11.2%, compared to the same period last year.

The total census at owned and leased skilled nursing facilities for the nine months ended September 30, 2024 averaged 88.6%, compared to an average of 87.8% for the same period a year ago. Overall, the composite skilled nursing facility per diem increased 7.7% compared to the same period a year ago. Our Medicare per diem rates increased 4.9% and managed care per diem rates decreased 0.1% compared to the same period a year ago. Medicaid and private pay per diem rates increased 10.2% and 12.9%, respectively, compared to the same period a year ago. For the nine months ended September 30, 2024 and 2023, respectively, $11,314,000 and $15,362,000 have been included in our net patient revenues for supplemental Medicaid payments that are in addition to our Medicaid skilled nursing per diems.

White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $37,299,000 in net patient revenues for the nine months ended September 30, 2024 compared to the same period in the prior year.

On March 1, 2024, the Company exited a lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in net patient revenues decreasing $18,799,000 for the nine months ended September 30, 2024 compared to the same period in the prior year.

Other revenues decreased $1,841,000, or 5.1%, compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

During the nine months ended September 30, 2024, the Company recognized $9,445,000 related to the Employee Retention Credit (“ERC”) that was established by the CARES Act and intended to help businesses retain their workforce and avoid layoffs during the pandemic. The ERC provided a per employee credit to eligible businesses based on a percentage of qualified wages and health insurance benefits paid to employees. During the second quarter of 2024, all conditions related to the assistance were met and the credit was recognized as government stimulus income.

Total costs and expenses

Total costs and expenses for the nine months ended September 30, 2024 compared to the same period of 2023 increased $75,220,000, or 9.4%, to $878,836,000 from $803,616,000.

Salaries, wages, and benefits as a percentage of net operating revenues was 61.5% compared to 62.5% for the nine months ended September 30, 2024 and 2023, respectively. We continue to work diligently to find solutions to reduce and eliminate the agency nurse staffing within our healthcare operations. Our agency staffing expense decreased approximately 55% for the nine months ended September 30, 2024 compared to the same period of 2023.

White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $24,511,000 in salaries, wages, and benefits for the nine months ended September 30, 2024 compared to the same period in the prior year.

On March 1, 2024, the Company exited the lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in salaries, wages, and benefits decreasing $14,097,000 for the nine months ended September 30, 2024 compared to the same period in the prior year.

Other operating expenses as a percentage of net operating revenues was 25.4% and 25.8% for the nine months ended September 30, 2024 and 2023, respectively. White Oak, which was acquired on August 1, 2024, as noted above, attributed to an increase of $8,238,000 in other operating expenses for the nine months ended September 30, 2024 compared to the same period in the prior year.

On March 1, 2024, the Company exited the lease and transferred the operations of two skilled nursing facilities (included assisted living units) and one memory care facility located in Missouri. The exiting of these operations resulted in other operating expenses decreasing $4,452,000 for the nine months ended September 30, 2024 compared to the same quarter in the prior year.

Other income

Non–operating income increased by $2,749,000 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 nine months ended September 30, 2024 is $34,294,000 (an effective income tax rate of 26.3%).

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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):

	Nine Months Ended September 30						Six Month Change
	2024			2023			$			%
Cash, cash equivalents, restricted cash, and restricted cash equivalents, at beginning of period	$	125,968		$	74,865		$	51,103			68.3	%

Cash provided by operating activities		94,514			85,483			9,031			10.6

Cash used in investing activities		(225,048	)		(7,382	)		(217,666	)		(2,948.6	)

Cash provided by/(used in) financing activities		119,640			(32,711	)		152,351			465.7

Cash, cash equivalents, restricted cash, and restricted cash equivalents, at end of period	$	115,074		$	120,255		$	(5,181	)		(4.3	)%

Operating Activities

Net cash provided by operating activities for the nine months ended September 30, 2024 was $94,514,000 as compared to $85,483,000 in the same period last year. Cash provided by operating activities consisted of net income of $96,057,000 and adjustments for non–cash items of $9,070,000. There was cash provided by working capital in the amount of $7,015,000 for the nine months ended September 30, 2024 compared to $20,645,000 for the same period a year ago.

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

Investing Activities

Net cash used in investing activities totaled $225,048,000 for the nine months ended September 30, 2024, compared to $7,382,000 for the nine months ended September 30, 2023. Cash used for property and equipment additions was $19,944,000 and $19,300,000 for the nine months ended September 30, 2024, and 2023, respectively. On August 1, 2024, the acquisition of White Oak Senior Living resulted in cash used of $215,896,000. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activity of $15,040,000 and $14,815,000 for the nine months ended September 30, 2024 and 2023, respectively. In January 2024, the Company sold its 50% joint venture ownership interest in a homecare agency resulting in proceeds from the sale of $2,100,000. For the nine months ended September 30, 2024, we contributed capital of $8,370,000 to a joint venture, multi-family development that is under construction in Franklin, Tennessee.

Financing Activities

Net cash provided by financing activities totaled $119,640,000 for the nine months ended September 30, 2024 compared to net cash used of $32,711,000 for the nine months ended September 30, 2023. The funding for the White Oak acquisition was provided by the Company’s cash on hand and borrowings under the credit facility of approximately $150,000,000. During the third quarter of 2024, cash of $3,000,000 was used to pay down the outstanding principal balance on our credit facility. We made principal payments under our finance lease obligations in the amount of $860,000 and $3,711,000 for the nine months ended September 30, 2024 and 2023, respectively. Cash used for dividend payments to common stockholders totaled $27,545,000 in the current year period compared to $26,520,000 for the same period a year ago. Cash provided by the issuance of common stock totaled $13,471,000 for the nine months ended September 30, 2024 compared to $260,000 for the same period a year ago. We repurchased common shares outstanding in the amount of $13,502,000 and $2,482,000 for the nine months ended September 30, 2024 and 2023, respectively.

Table of Contents

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 $84,807,000, our marketable equity securities of $164,754,000, and our borrowing capacity on the $50 million available line of credit are expected to be adequate to meet our contractual obligations, operating liquidity, and our growth and development plans in the next twelve months. We also have substantial value in our unencumbered real estate assets, which could potentially be used as collateral in future borrowing opportunities.

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 $84,807,000, our marketable equity securities of $164,754,000, and our borrowing capacity on the $50 million available line of credit. We also have substantial value in our unencumbered real estate assets, which could potentially be used as collateral in future borrowing opportunities.

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Market risk represents the potential economic loss arising from adverse changes in the fair value of financial instruments. Currently, our exposure to market risk relates primarily to our fixed–income and equity portfolios. These investment portfolios are exposed primarily to, but not limited to, interest rate risk, credit risk, equity price risk, and concentration risk. We also have exposure to market risk that includes our cash and cash equivalents. The Company's senior management has established comprehensive risk management policies and procedures to manage these market risks.

Interest Rate Risk

The fair values of our fixed–income investments fluctuate in response to changes in market interest rates. Increases and decreases in prevailing interest rates generally translate into decreases and increases, respectively, in the fair values of those instruments. Additionally, the fair values of interest rate sensitive instruments may be affected by the creditworthiness of the issuer, prepayment options, the liquidity of the instrument and other general market conditions. At September 30, 2024, we have available for sale marketable debt securities in the amount of $123,911,000. The fixed maturity portfolio is comprised of investments with primarily short–term and intermediate–term maturities. The fixed maturity portfolio allows our insurance company subsidiaries to achieve an adequate risk–adjusted return while maintaining sufficient liquidity to meet obligations.

As of September 30, 2024, our credit facility bears interest at variable interest rates. Currently, we have an outstanding balance on our credit facility of $147.0 million. Based on our outstanding balance on the credit facility, a 1% change in interest rates would change interest cost by approximately $1,470,000.

Our cash and cash equivalents consist of highly liquid investments with a maturity of less than three months when purchased. As a result of the short–term nature of our cash instruments, a hypothetical 1% change in interest rates would have minimal impact on our future earnings and cash flows related to these instruments.

We do not currently use any derivative instruments to hedge our interest rate exposure. We have not used derivative instruments for trading purposes and the use of such instruments in the future would be subject to approvals by the Investment Committee of the Board of Directors.

Credit Risk

Credit risk is managed by diversifying the fixed maturity portfolio to avoid concentrations in any single industry group or issuer and by limiting investments in securities with lower credit ratings.

Table of Contents

Equity Price and Concentration Risk

Our marketable equity securities are recorded at their fair market value based on quoted market prices. Thus, there is exposure to equity price risk, which is the potential change in fair value due to a change in quoted market prices. At September 30, 2024, the fair value of our marketable equity securities is approximately $187,755,000. Of the $187.8 million equity securities portfolio, our investment in NHI comprises approximately $137.1 million, or 73.0%, of the total fair value. We manage our exposure to NHI by closely monitoring the financial condition, performance, and outlook of the company. Hypothetically, a 10% change in quoted market prices would result in a related increase or decrease in the fair value of our equity investments of approximately $18.8 million. At September 30, 2024, our equity securities had net unrealized gains of $139.9 million. Of the $139.9 million of unrealized gains, $112.3 million is related to our investment in NHI.

Item 4.

Controls and Procedures.

As of September 30, 2024, an evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of the Company’s disclosure controls and procedures. Based on that evaluation, the Company’s management, including the CEO and CFO, concluded that the Company’s disclosure controls and procedures were effective as of September 30, 2024.

As permitted by guidance issued by the SEC that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management excluded an assessment of the internal controls of White Oak Senior Living, which we acquired on August 1, 2024, from its evaluation of the effectiveness of our disclosure controls and procedures. White Oak Senior Living represented 15% of our consolidated total assets and 4% of our consolidated total net operating revenues and grant income as of and for the nine months ended September 30, 2024. We are in the process of integrating White Oak Senior Living into our system of internal control over financial reporting.

Other than with respect to the integration of White Oak Senior Living into our system of internal control over financial reporting, there have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings.

For a discussion of prior, current, and pending litigation of material significance to NHC, please see Note 17 of this Form 10–Q.

Item 1A.

Risk Factors.

During the nine months ended September 30, 2024, there were no material changes to the risk factors that were disclosed in Item 1A of National HealthCare Corporation’s Annual Report on Form 10-K for the year ended December 31, 2023.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

Not applicable

Item 3.

Defaults Upon Senior Securities.

None

Item 4.

Mine Safety Disclosures.

Not applicable

Item 5.

Other Information.

None

Table of Contents

Item 6.

Exhibits.

(a)

List of exhibits

EXHIBIT INDEX

Exhibit No.		Description

3.1.1		Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-4 (File No. 333-37185) dated October 3, 1997.)

3.1.2		Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on August 3, 2017.)

3.4		Restated Bylaws as amended February 14, 2013 (Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10-Q filed on May 8, 2013.)

4.1		Form of Common Stock (Incorporated by reference to Exhibit 4.1 to the quarterly report on Form 10-Q filed on August 3, 2017.)

10.1		Purchase and Sale Agreement dated May 31, 2024 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and Douglas M. Cecil, Oliver K. Cecil, Jr., Dorothy Dean Cecil, Jeni Cecil Feeser, Beth Creech Cecil, John Barber And Teresa J. Cecil, As Trustee Of The Teresa J. Cecil Revocable Trust U/A Dated July 20, 2006, As Amended And Restated On February 15, 2023 (Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 8, 2024.)

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

32		Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Chief Financial Officer

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

104		Cover Page Interactive File (embedded within the Inline XBRL document and include in Exhibit 101)

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	NATIONAL HEALTHCARE CORPORATION
	(Registrant)

Date: November 7, 2024	/s/ Stephen F. Flatt
	Stephen F. Flatt
	Chief Executive Officer


Date: November 7, 2024	/s/ Brian F. Kidd
	Brian F. Kidd
	Senior Vice President and Chief Financial Officer

EXHIBIT 31.1

CERTIFICATION

I, Stephen F. Flatt, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of National HealthCare Corporation;

Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function);

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2024

	/s/ Stephen F. Flatt
	Stephen F. Flatt
	Chief Executive Officer

EXHIBIT 31.2

CERTIFICATION

I, Brian F. Kidd, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of National HealthCare Corporation;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 7, 2024

	/s/ Brian F. Kidd
	Brian F. Kidd
	Senior Vice President and Chief Financial Officer

Exhibit 32

Certification of Quarterly Report on Form 10-Q

of National HealthCare Corporation

For the Quarter Ended September 30, 2024

The undersigned hereby certify, pursuant to 18 U.S.C. Section 906 of the Sarbanes-Oxley Act of 2002, that, to the undersigned's best knowledge and belief, the Quarterly Report on Form 10-Q for National HealthCare Corporation ("Issuer") for the period ending September 30, 2024 as filed with the Securities and Exchange Commission on the date hereof (the "Report"):

(a)	fully complies with the requirements of section 13(a) or 15(d) of the Securities
	Exchange Act of 1934; and

(b)	the information contained in the Report fairly presents, in all material respects,
	the financial condition and results of operations of the Issuer.

This Certification accompanies the Quarterly Report on Form 10-Q of the Issuer for the quarterly period ended September 30, 2024.

This Certification is executed as of November 7, 2024.

	/s/Stephen F. Flatt
	Stephen F. Flatt
	Chief Executive Officer

	/s/ Brian F. Kidd
	Brian F. Kidd
	Senior Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 04, 2024
Document Information [Line Items]
Entity Central Index Key	0001047335
Entity Registrant Name	NATIONAL HEALTHCARE CORP
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-13489
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	52-2057472
Entity Address, Address Line One	100 E. Vine Street
Entity Address, City or Town	Murfreesboro
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37130
City Area Code	615
Local Phone Number	890–2020
Title of 12(b) Security	Common, $0.01 par value
Trading Symbol	NHC
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,441,070

Interim Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Net patient revenues	$ 328,674,000	$ 277,005,000	$ 894,415,000	$ 804,617,000
Other revenues	11,524,000	11,480,000	34,172,000	36,013,000
Government stimulus income	0	0	9,445,000	0
Net operating revenues and grant income	340,198,000	288,485,000	938,032,000	840,630,000
Costs and expenses:
Salaries, wages, and benefits	213,395,000	182,664,000	576,609,000	525,782,000
Other operating	82,509,000	72,490,000	238,092,000	217,213,000
Facility rent	10,886,000	10,094,000	31,804,000	30,087,000
Depreciation and amortization	10,619,000	10,135,000	30,543,000	30,266,000
Interest	1,742,000	77,000	1,788,000	268,000
Total costs and expenses	319,151,000	275,460,000	878,836,000	803,616,000
Income from operations	21,047,000	13,025,000	59,196,000	37,014,000
Other income:
Non–operating income	4,224,000	4,097,000	14,865,000	12,116,000
Unrealized gains on marketable equity securities	32,767,000	(3,093,000)	56,290,000	2,943,000
Income before income taxes	58,038,000	14,029,000	130,351,000	52,073,000
Income tax provision	(15,338,000)	(3,908,000)	(34,294,000)	(14,750,000)
Net income	42,700,000	10,121,000	96,057,000	37,323,000
Net (income)/loss attributable to noncontrolling interest	89,000	267,000	(211,000)	1,069,000
Net income attributable to National HealthCare Corporation	$ 42,789,000	$ 10,388,000	$ 95,846,000	$ 38,392,000
Earnings per share attributable to National HealthCare Corporation stockholders:
Basic (in dollars per share)	$ 2.78	$ 0.68	$ 6.23	$ 2.51
Diluted (in dollars per share)	$ 2.73	$ 0.68	$ 6.15	$ 2.5
Weighted average common shares outstanding:
Basic (in shares)	15,411,680	15,299,913	15,384,758	15,311,453
Diluted (in shares)	15,667,321	15,324,511	15,576,294	15,334,269
Dividends declared per common share (in dollars per share)	$ 0.61	$ 0.59	$ 1.81	$ 1.75

Interim Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net income	$ 42,700	$ 10,121	$ 96,057	$ 37,323
Other comprehensive income/(loss):
Unrealized gains/(losses) on investments in marketable debt securities	3,516	(1,185)	3,074	(605)
Reclassification adjustment for realized losses on sales of marketable debt securities	0	0	1,388	20
Income tax (expense)/benefit related to items of other comprehensive income	(460)	124	(711)	3
Other comprehensive income/(loss), net of tax	3,056	(1,061)	3,751	(582)
Net (income)/loss attributable to noncontrolling interest	89	267	(211)	1,069
Comprehensive income attributable to National HealthCare Corporation	$ 45,845	$ 9,327	$ 99,597	$ 37,810

Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Current Assets:
Cash and cash equivalents	$ 84,807	$ 107,076
Restricted cash and cash equivalents, current portion	29,032	17,725
Marketable equity securities	164,754	111,117
Marketable debt securities	0	5,427
Restricted marketable equity securities	23,001	26,779
Restricted marketable debt securities, current portion	2,045	12,822
Accounts receivable	128,782	108,545
Inventories	7,840	7,386
Prepaid expenses and other assets	4,887	8,855
Notes receivable	578	503
Total current assets	445,726	406,235
Property and Equipment:
Property and equipment, at cost	1,283,184	1,101,681
Accumulated depreciation and amortization	(596,759)	(608,352)
Net property and equipment	686,425	493,329
Other Assets:
Restricted cash and cash equivalents, less current portion	1,235	1,167
Restricted marketable debt securities, less current portion	121,866	109,478
Deposits and other assets	10,084	14,786
Operating lease right-of-use assets	85,926	94,201
Goodwill	169,690	168,295
Intangible assets	19,805	7,038
Investments in unconsolidated companies	21,950	16,267
Total other assets	430,556	411,232
Total assets	1,562,707	1,310,796
Current Liabilities:
Trade accounts payable	22,724	19,194
Finance lease obligations, current portion	0	860
Operating lease liabilities, current portion	31,366	29,352
Accrued payroll	89,757	84,110
Amounts due to third party payors	18,815	18,369
Accrued risk reserves, current portion	31,076	30,549
Other current liabilities	37,289	22,991
Dividends payable	9,419	9,051
Long-term debt due within one year	7,500	0
Total current liabilities	247,946	214,476
Total long-term debt	139,500	0
Operating lease liabilities, less current portion	53,079	63,175
Accrued risk reserves, less current portion	79,128	72,710
Refundable entrance fees	6,063	6,376
Deferred income taxes	30,842	17,200
Other noncurrent liabilities	19,353	26,379
Total liabilities	575,911	400,316
Equity:
Common stock, $.01 par value; 45,000,000 shares authorized; 15,440,970 and 15,350,661 shares, respectively, issued and outstanding	154	153
Capital in excess of par value	230,635	227,604
Retained earnings	755,532	687,599
Accumulated other comprehensive loss	(2,853)	(6,604)
Total National HealthCare Corporation stockholders’ equity	983,468	908,752
Noncontrolling interest	3,328	1,728
Total equity	986,796	910,480
Total liabilities and equity	$ 1,562,707	$ 1,310,796

Interim Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized (in shares)	45,000,000	45,000,000
Common stock, shares issued (in shares)	15,440,970	15,350,661
Common stock, shares outstanding (in shares)	15,440,970	15,350,661

Interim Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash Flows From Operating Activities:
Net income	$ 96,057,000	$ 37,323,000
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	30,543,000	30,266,000
Equity in earnings of unconsolidated investments	(589,000)	(1,941,000)
Distributions from unconsolidated investments	512,000	470,000
Unrealized gains on marketable equity securities	(56,290,000)	(2,943,000)
Realized (gains)/losses on sale of marketable securities	(331,000)	603,000
Gain on sale of unconsolidated company	(1,024,000)	0
Deferred income taxes	(15,559,000)	1,059,000
Stock–based compensation	3,062,000	2,119,000
Changes in operating assets and liabilities:
Accounts receivable	(19,898,000)	(2,617,000)
Inventories	598,000	(285,000)
Prepaid expenses and other assets	8,809,000	2,444,000
Operating lease obligations	193,000	(936,000)
Trade accounts payable	3,530,000	(487,000)
Accrued payroll	1,989,000	(2,791,000)
Amounts due to third party payors	446,000	(1,043,000)
Accrued risk reserves	6,945,000	5,656,000
Other current liabilities	12,434,000	14,035,000
Other noncurrent liabilities	(8,031,000)	6,669,000
Net cash provided by operating activities	94,514,000	85,483,000
Cash Flows From Investing Activities:
Purchases of property and equipment	(19,444,000)	(19,300,000)
Proceeds from the sale of unconsolidated company	2,100,000	0
Investments in notes receivable	(75,000)	(197,000)
Investments in unconsolidated companies	(8,370,000)	0
Purchases of marketable securities	(24,736,000)	(21,763,000)
Proceeds from sale of marketable securities	39,776,000	36,578,000
Net cash used in investing activities	(225,048,000)	(7,382,000)
Cash Flows From Financing Activities:
Borrowings under credit facility	150,000,000	0
Repayments under credit facility	(3,000,000)	0
Principal payments under finance lease obligations	(860,000)	(3,711,000)
Dividends paid to common stockholders	(27,545,000)	(26,520,000)
Noncontrolling interest contributions	1,389,000	0
Issuance of common shares	13,471,000	260,000
Repurchase of common shares	(13,502,000)	(2,482,000)
Entrance fee refunds	(313,000)	(258,000)
Net cash provided by/(used in) financing activities	119,640,000	(32,711,000)
Net Increase/(Decrease) in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	(10,894,000)	45,390,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period	125,968,000	74,865,000
Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period	115,074,000	120,255,000
Balance Sheet Classifications:
Cash and cash equivalents	84,807,000	100,308,000
Restricted Cash and Cash Equivalents	30,267,000	19,947,000
Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents	115,074,000	120,255,000
White Oak Senior Living [Member]
Cash Flows From Investing Activities:
Acquisition of White Oak Senior Living, net of cash acquired	(215,896,000)	0
Other Business Acquisitions [Member]
Cash Flows From Investing Activities:
Acquisition of other businesses, net of cash acquired	$ 2,097,000	$ (2,700,000)

Interim Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Noncontrolling Interest [Member]	Total
Balance (in shares) at Dec. 31, 2022	15,357,746
Balance at Dec. 31, 2022	$ 153	$ 226,991	$ 656,664	$ (9,532)	$ 3,238	$ 877,514
Net income	0	0	11,723	0	(438)	11,285
Other comprehensive income (loss)	0	0	0	1,679	0	1,679
Stock–based compensation	$ 0	639	0	0	0	639
Shares sold – options exercised (in shares)	7,046
Shares sold – options exercised	$ 0	0	0	0	0	0
Repurchase of common shares (in shares)	(44,349)
Repurchase of common shares	$ 0	(2,482)	0	0	0	(2,482)
Dividends declared to common stockholders	$ 0	0	(8,733)	0	0	(8,733)
Balance (in shares) at Mar. 31, 2023	15,320,443
Balance at Mar. 31, 2023	$ 153	225,148	659,654	(7,853)	2,800	879,902
Balance (in shares) at Dec. 31, 2022	15,357,746
Balance at Dec. 31, 2022	$ 153	226,991	656,664	(9,532)	3,238	877,514
Net income						37,323
Other comprehensive income (loss)						(582)
Balance (in shares) at Sep. 30, 2023	15,324,560
Balance at Sep. 30, 2023	$ 153	226,888	668,244	(10,114)	2,169	887,340
Balance (in shares) at Dec. 31, 2022	15,357,746
Balance at Dec. 31, 2022	$ 153	226,991	656,664	(9,532)	3,238	$ 877,514
Shares sold – options exercised (in shares)						103,481
Balance (in shares) at Dec. 31, 2023	15,350,661
Balance at Dec. 31, 2023	$ 153	227,604	687,599	(6,604)	1,728	$ 910,480
Balance (in shares) at Mar. 31, 2023	15,320,443
Balance at Mar. 31, 2023	$ 153	225,148	659,654	(7,853)	2,800	879,902
Net income	0	0	16,281	0	(364)	15,917
Other comprehensive income (loss)	0	0	0	(1,200)	0	(1,200)
Stock–based compensation	$ 0	772	0	0	0	772
Shares sold – options exercised (in shares)	100
Shares sold – options exercised	$ 0	6	0	0	0	6
Dividends declared to common stockholders	$ 0	0	(9,039)	0	0	(9,039)
Balance (in shares) at Jun. 30, 2023	15,320,543
Balance at Jun. 30, 2023	$ 153	225,926	666,896	(9,053)	2,436	886,358
Net income	0	0	10,388	0	(267)	10,121
Other comprehensive income (loss)	0	0	0	(1,061)	0	(1,061)
Stock–based compensation	$ 0	708	0	0	0	708
Shares sold – options exercised (in shares)	4,017
Shares sold – options exercised	$ 0	254	0	0	0	254
Dividends declared to common stockholders	$ 0	0	(9,040)	0	0	(9,040)
Balance (in shares) at Sep. 30, 2023	15,324,560
Balance at Sep. 30, 2023	$ 153	226,888	668,244	(10,114)	2,169	887,340
Balance (in shares) at Dec. 31, 2023	15,350,661
Balance at Dec. 31, 2023	$ 153	227,604	687,599	(6,604)	1,728	910,480
Net income	0	0	26,213	0	38	26,251
Other comprehensive income (loss)	0	0	0	(437)	0	(437)
Stock–based compensation	$ 0	793	0	0	0	793
Shares sold – options exercised (in shares)	150,194
Shares sold – options exercised	$ 1	8,412	0	0	0	8,413
Repurchase of common shares (in shares)	(101,131)
Repurchase of common shares	$ 0	(9,900)	0	0	0	(9,900)
Dividends declared to common stockholders	$ 0	0	(9,086)	0	0	(9,086)
Balance (in shares) at Mar. 31, 2024	15,399,724
Balance at Mar. 31, 2024	$ 154	226,909	704,726	(7,041)	1,766	926,514
Balance (in shares) at Dec. 31, 2023	15,350,661
Balance at Dec. 31, 2023	$ 153	227,604	687,599	(6,604)	1,728	910,480
Net income						96,057
Other comprehensive income (loss)						$ 3,751
Shares sold – options exercised (in shares)						211,040
Balance (in shares) at Sep. 30, 2024	15,440,970
Balance at Sep. 30, 2024	$ 154	230,635	755,532	(2,853)	3,328	$ 986,796
Balance (in shares) at Mar. 31, 2024	15,399,724
Balance at Mar. 31, 2024	$ 154	226,909	704,726	(7,041)	1,766	926,514
Net income	0	0	26,844	0	262	27,106
Other comprehensive income (loss)	0	0	0	1,132	0	1,132
Stock–based compensation	$ 0	1,176	0	0	0	1,176
Shares sold – options exercised (in shares)	38,849
Shares sold – options exercised	$ 0	2,827	0	0	0	2,827
Repurchase of common shares (in shares)	(15,636)
Repurchase of common shares	$ 0	(1,502)	0	0	0	(1,502)
Dividends declared to common stockholders	$ 0	0	(9,408)	0	0	(9,408)
Balance (in shares) at Jun. 30, 2024	15,422,937
Balance at Jun. 30, 2024	$ 154	229,410	722,162	(5,909)	2,028	947,845
Net income	0	0	42,789	0	(89)	42,700
Other comprehensive income (loss)	0	0	0	3,056	0	3,056
Stock–based compensation	$ 0	1,093	0	0	0	1,093
Shares sold – options exercised (in shares)	34,417
Shares sold – options exercised		2,232	0	0	0	2,232
Repurchase of common shares (in shares)	(16,384)
Repurchase of common shares	$ 0	(2,100)	0	0	0	(2,100)
Dividends declared to common stockholders	0	0	(9,419)	0	0	(9,419)
Contributions attributable to noncontrolling interest					1,389	1,389
Balance (in shares) at Sep. 30, 2024	15,440,970
Balance at Sep. 30, 2024	$ 154	$ 230,635	$ 755,532	$ (2,853)	$ 3,328	$ 986,796

Interim Condensed Consolidated Statements of Stockholders' Equity (Unaudited) (Parentheticals) - $ / shares	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Dividends declared to common stockholders, per share (in dollars per share)	$ 0.61	$ 0.61	$ 0.59	$ 0.59	$ 0.59	$ 0.57	$ 1.81	$ 1.75

Note 1 - Description of Business

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

Note 1 – Description of Business

Note 2 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Significant Accounting Policies [Text Block]

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

Estimates and Assumptions

Net Patient Revenues and Accounts Receivable

Other Revenues

Government Grants

Segment Reporting

Other Operating Expenses

General and Administrative Costs

Long-Term Leases

Property and Equipment

Business Combinations

Goodwill and Other Intangible Assets

Accrued Risk Reserves

Continuing Care Contracts

Other Noncurrent Liabilities

Noncontrolling Interest

Variable Interest Entities

Recently Issued Accounting Guidance

Note 3 - Acquisition of White Oak Senior Living

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Combination Disclosure [Text Block]

Note 3 – Acquisition of White Oak Senior Living

The Company utilized widely accepted income-based, market-based, and cost-based valuation approaches to perform the preliminary purchase price allocation.

	Amount
Cash and cash equivalents	$	9
Inventories		1,054
Prepaid expenses and other assets		137
Property and equipment		203,695
Deferred tax asset		2,499
Operating lease right-of-use assets		11,380
Intangible assets		12,765
Total assets acquired		231,539

Operating lease liabilities, current portion		424
Accrued payroll		3,559
Other current liabilities		1,085
Operating lease liabilities, less current portion		10,956
Other noncurrent liabilities		1,005
Total liabilities assumed		17,029

Net identifiable assets acquired		214,510
Goodwill		1,395
Total estimated fair value of the acquisition	$	215,905

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net operating revenues and grant income	$	358,334	$	337,817	$	1,065,418	$	987,186
Income before income taxes		58,881		14,087		134,777		49,113
Net income attributable to NHC	$	43,413	$	10,431	$	99,121	$	34,064

Note 4 - Net Patient Revenues

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

Note 4 – Net Patient Revenues

The Company disaggregates revenue from contracts with customers by service type and by payor.

Revenue by Service Type

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net patient revenues:
Inpatient services	$	293,026	$	243,865	$	790,664	$	706,795
Homecare and hospice		35,648		33,140		103,751		97,822
Total net patient revenue	$	328,674	$	277,005	$	894,415	$	804,617

Revenue by Payor

Certain groups of patients receive funds to pay the cost of their care from a common source. The following table sets forth sources of net patient revenues for the periods indicated:

	Three Months Ended September 30				Nine Months Ended September 30
Source	2024		2023		2024		2023
Medicare		30%		33%		32%		35%
Managed Care		9%		10%		10%		10%
Medicaid		33%		32%		30%		30%
Private Pay and Other		28%		25%		28%		25%
Total		100%		100%		100%		100%

State Relief Supplemental Funding

Third Party Payors

Note 5 - Other Revenues

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Other Revenues [Text Block]

Note 5 – Other Revenues

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Rental income	$	6,028	$	5,958	$	18,015	$	17,966
Management and accounting services fees		4,226		4,185		12,744		14,045
Insurance services		818		989		2,506		2,920
Other		452		348		907		1,082
Total other revenues	$	11,524	$	11,480	$	34,172	$	36,013

Rental Income

Management Fees from National Health Corporation

Insurance Services

Note 6 - Non-operating Income

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Other Nonoperating Income and Expense [Text Block]

Note 6 – Non–Operating Income

Non–operating income is comprised of the following (in thousands):

	Three Months Ended September 30					Nine Months Ended September 30
	2024			2023		2024		2023
Dividends and net realized gains and losses on sales of securities	$	1,683		$	1,690	$	5,462	$	4,604
Interest income		2,603			2,222		7,790		5,571
Equity in earnings of unconsolidated investments		(62	)		185		589		1,941
Gain on sale of unconsolidated company		-			-		1,024		-
Total non-operating income	$	4,224		$	4,097	$	14,865	$	12,116

Gain on sale of unconsolidated company

Note 7 - Business Segments

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

Note 7 – Business Segments

The following table sets forth the Company’s unaudited interim condensed consolidated statements of operations by business segment (in thousands):

	Three Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	293,026	$	35,648	$	-		$	328,674
Other revenues		370		-		11,154			11,524
Net operating revenues		293,396		35,648		11,154			340,198

Costs and expenses:
Salaries, wages, and benefits		175,241		21,456		16,698			213,395
Other operating		72,384		6,612		3,513			82,509
Rent		8,422		602		1,862			10,886
Depreciation and amortization		9,632		172		815			10,619
Interest		1,742		-		-			1,742
Total costs and expenses		267,421		28,842		22,888			319,151

Income/(loss) from operations		25,975		6,806		(11,734	)		21,047
Non-operating income		-		-		4,224			4,224
Unrealized gains on marketable equity securities		-		-		32,767			32,767

Income before income taxes	$	25,975	$	6,806	$	25,257		$	58,038

	Three Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	243,865	$	33,140	$	-		$	277,005
Other revenues		297		-		11,183			11,480
Net operating revenues		244,162		33,140		11,183			288,485

Costs and expenses:
Salaries, wages, and benefits		151,912		20,066		10,686			182,664
Other operating		64,228		5,868		2,394			72,490
Rent		8,186		538		1,370			10,094
Depreciation and amortization		9,203		185		747			10,135
Interest		77		-		-			77
Total costs and expenses		233,606		26,657		15,197			275,460

Income/(loss) from operations		10,556		6,483		(4,014	)		13,025
Non-operating income		-		-		4,097			4,097
Unrealized losses on marketable equity securities		-		-		(3,093	)		(3,093	)

Income/(loss) before income taxes	$	10,556	$	6,483	$	(3,010	)	$	14,029

	Nine Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	790,664	$	103,751	$	-		$	894,415
Other revenues		710		-		33,462			34,172
Government stimulus income		-		-		9,445			9,445
Net operating revenues and grant income		791,374		103,751		42,907			938,032

Costs and expenses:
Salaries, wages, and benefits		474,190		63,761		38,658			576,609
Other operating		207,883		18,977		11,232			238,092
Rent		24,795		1,736		5,273			31,804
Depreciation and amortization		27,646		545		2,352			30,543
Interest		1,788		-		-			1,788
Total costs and expenses		736,302		85,019		57,515			878,836

Income/(loss) from operations		55,072		18,732		(14,608	)		59,196
Non-operating income		-		-		14,865			14,865
Unrealized gains on marketable equity securities		-		-		56,290			56,290

Income before income taxes	$	55,072	$	18,732	$	56,547		$	130,351

	Nine Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	706,795	$	97,822	$	-		$	804,617
Other revenues		894		-		35,119			36,013
Net operating revenues		707,689		97,822		35,119			840,630

Costs and expenses:
Salaries, wages, and benefits		435,517		60,804		29,461			525,782
Other operating		192,473		17,356		7,384			217,213
Rent		24,520		1,639		3,928			30,087
Depreciation and amortization		27,474		555		2,237			30,266
Interest		268		-		-			268
Total costs and expenses		680,252		80,354		43,010			803,616

Income/(loss) from operations		27,437		17,468		(7,891	)		37,014
Non-operating income		-		-		12,116			12,116
Unrealized gains on marketable equity securities		-		-		2,943			2,943

Income before income taxes	$	27,437	$	17,468	$	7,168		$	52,073

Note 8 - Long-term Leases

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessee, Operating and Finance Leases [Text Block]

Note 8 – Long-Term Leases

Operating Leases

Minimum Lease Payments

The following table summarizes the maturity of our operating lease liabilities as of September 30, 2024 (in thousands):

	Operating Leases
2025	$	35,858
2026		35,183
2027		10,471
2028		1,702
2029		1,424
Thereafter		11,768
Total minimum lease payments		96,406
Less: amounts representing interest		(11,961	)
Present value of future minimum lease payments		84,445
Less: current portion		(31,366	)
Noncurrent lease liabilities	$	53,079

Note 9 - Earnings Per Share

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

Note 9 – Earnings per Share

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Basic:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, basic	$	2.78	$	0.68	$	6.23	$	2.51

Diluted:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Effects of dilutive instruments		255,641		24,598		191,536		22,816
Weighted average common shares outstanding		15,667,321		15,324,511		15,576,294		15,334,269

Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, diluted	$	2.73	$	0.68	$	6.15	$	2.50

Note 10 - Investments in Marketable Securities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

Note 10 – Investments in Marketable Securities

Marketable securities consist of the following (in thousands):

	September 30, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investments available for sale:
Marketable equity securities	$	30,176	$	164,754	$	30,176	$	111,117
Corporate debt securities		–		–		2,497		2,441
U.S. Treasury securities		–		–		2,990		2,986
Restricted investments available for sale:
Marketable equity securities		17,702		23,001		24,134		26,779
Corporate debt securities		59,267		58,812		59,586		57,731
Asset-based securities		17,756		16,646		19,388		17,659
U.S. Treasury securities		46,224		44,671		46,771		42,863
State and municipal securities		3,813		3,782		4,106		4,047
	$	174,938	$	311,666	$	189,648		265,623

Included in the marketable equity securities are the following (in thousands, except share amounts):

September 30, 2024

December 31, 2023

Cost

Fair

Value

Cost

Fair

Value

NHI Common Stock

1,630,642

24,734

137,072

1,630,642

24,734

91,071

The amortized cost and estimated fair value of debt securities classified as available for sale, by contractual maturity, are as follows (in thousands):

	September 30, 2024				December 31, 2023
	Cost		Fair Value		Cost		Fair Value
Maturities:
Within 1 year	$	24,509	$	24,023	$	19,664	$	19,328
1 to 5 years		71,047		69,082		81,517		77,118
6 to 10 years		31,197		30,499		33,515		30,802
Over 10 years		307		307		642		479
	$	127,060	$	123,911	$	135,338	$	127,727

Note 11 - Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Fair Value Disclosures [Text Block]

Note 11 – Fair Value Measurements

Level 1 – The valuation is based on quoted prices in active markets for identical instruments.

A financial instrument’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

	Fair Value Measurements Using
September 30, 2024	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	84,807	$	84,807	$	–	$	–
Restricted cash and cash equivalents		30,267		30,267		–		–
Marketable equity securities		187,755		187,755		–		–
Corporate debt securities		58,812		39,475		19,337		–
Asset–backed securities		16,646		–		16,186		460
U.S. Treasury securities		44,671		44,671		–		–
State and municipal securities		3,782		–		3,782		–
Total financial assets	$	426,740	$	386,975	$	39,305	$	460

	Fair Value Measurements Using
December 31, 2023	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	107,076	$	107,076	$	–	$	–
Restricted cash and cash equivalents		18,892		18,892		–		–
Marketable equity securities		137,896		137,896		–		–
Corporate debt securities		60,171		42,860		17,311		–
Asset–backed securities		17,659		–		17,210		449
U.S. Treasury securities		45,850		45,850		–		–
State and municipal securities		4,047		–		4,047		–
Total financial assets	$	391,591	$	352,574	$	38,568	$	449

Note 12 - Goodwill and Other Intangible Assets

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Goodwill and Intangible Assets Disclosure [Text Block]

Note 12 – Goodwill and Other Intangible Assets

	Inpatient Services		Homecare and Hospice		All Other		Total
January 1, 2024	$	3,741	$	164,554	$	–	$	168,295
Additions		1,395		–		–		1,395
September 30, 2024	$	5,136	$	164,554	$	–	$	169,690

Indefinite-lived intangible assets consist of the following (in thousands):

	September 30, 2024		December 31, 2023
Trade names	$	15,836	$	4,340
Certificates of need		1,757		532
Licenses		2,212		2,166
Total	$	19,805	$	7,038

Note 13 - Stock Repurchase Program

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Treasury Stock [Text Block]

Note 13 - Stock Repurchase Program

Note 14 - Stock-based Compensation

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

Note 14 – Stock–Based Compensation

Stock Options

The following table summarizes the significant assumptions used to value the options granted for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

	September 30, 2024		December 31, 2023
Risk–free interest rate		4.40%		4.52%
Expected volatility		24.1%		29.3%
Expected life, in years		2.9		2.9
Expected dividend yield		2.63%		4.41%

The following table summarizes our outstanding stock options for the nine months ended September 30, 2024 and for the year ended December 31, 2023.

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		445,144		$	66.62	$	–
Options granted		299,278			54.44		–
Options exercised		(103,481	)		64.72		–
Options cancelled		(52,407	)		60.58		–
Options outstanding at December 31, 2023		588,534			61.30		–
Options granted		298,097			94.42		–
Options exercised		(211,040	)		63.75		–
Options cancelled		(33,202	)		79.34		–
Options outstanding at September 30, 2024		642,389			74.93	$	32,658,000

Options exercisable at September 30, 2024		153,439			63.87	$	9,498,000

Options Outstanding September 30, 2024	Exercise Prices				Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
331,037		53.94	-	69.19		58.88		3.0
311,352		71.64	-	96.03		92.00		4.1
642,389						74.93		3.5

Note 15 - Long-term Debt

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Long-Term Debt [Text Block]

Note 15 – Long-Term Debt

Long–term debt consists of the following (dollars in thousands):

	Interest rate at September 30, 2024		Maturity		September 30, 2024			December 31, 2023
Credit facility, interest payable monthly		Variable, 6.8%		2029	$	147,000		$	–
Less current portion						(7,500	)		–
Total long-term debt					$	139,500		$	–

The aggregate maturities of long–term debt for the five years subsequent to September 30, 2024 are as follows (in thousands):

	Long–Term Debt
2025	$	7,500
2026		7,500
2027		7,500
2028		7,500
2029		117,000
Total	$	147,000

Note 16 - Income Taxes

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

Note 16 – Income Taxes

The Company's income tax provision as a percentage of our income before income taxes was 26.4% and 27.9% for the three months ended September 30, 2024 and 2023, respectively.

The Company's income tax provision as a percentage of our income before income taxes was 26.3% and 28.3% for the nine months ended September 30, 2024 and 2023, respectively.

The Company is no longer subject to U.S. federal and state examinations by tax authorities for years before 2020 (with certain state exceptions).

Note 17 - Contingencies and Commitments

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

Note 17 – Contingencies and Commitments

Accrued Risk Reserves

Workers’ Compensation

General and Professional Liability Insurance and Lawsuits

Qui Tam Litigation

Civil Investigative Demand

Governmental Regulations

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arr Line Items
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

Significant Accounting Policies (Policies)	9 Months Ended
Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The unaudited interim condensed consolidated financial statements to which these notes are attached include all normal, recurring adjustments which are necessary to fairly present the financial position, results of operations and cash flows of NHC. All significant intercompany transactions and balances have been eliminated in consolidation. The consolidated financial statements include the accounts of all entities controlled by NHC. The Company presents noncontrolling interest within the equity section of its consolidated balance sheets. The Company presents the amount of consolidated net income that is attributable to NHC and the noncontrolling interest in its consolidated statements of operations. We assume that users of these interim financial statements have read or have access to the audited December 31, 2023 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate the disclosure contained in our most recent annual report to stockholders have been omitted. This interim financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons.
Use of Estimates, Policy [Policy Text Block]	Estimates and Assumptions The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and could cause our reported net income to vary significantly from period to period.
Revenue [Policy Text Block]	Net Patient Revenues and Accounts Receivable Net patient revenues are derived from services rendered to patients for skilled and intermediate nursing, rehabilitation therapy, assisted living and independent living, home health care services, hospice services, and behavioral health services. Net patient revenue is reported at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing patient services. These amounts are due from patients, governmental programs, and other third-party payors, and include variable consideration for retroactive revenue adjustments due to settlement of audits, reviews, and investigations. The Company recognizes revenue as its performance obligations are completed. Routine services are treated as a single performance obligation satisfied over time as services are rendered. These routine services represent a bundle of services that are not capable of being distinct. The performance obligations are satisfied over time as the patient simultaneously receives and consumes the benefits of the healthcare services provided. Additionally, there may be ancillary services which are not included in the daily rates for routine services, but instead are treated as separate performance obligations satisfied at a point in time when those services are rendered. Contract liabilities are recorded for payments the Company receives in which performance obligations have not been completed. The Company determines the transaction price based on established billing rates reduced by explicit price concessions provided to third party payors. Explicit price concessions are based on contractual agreements and historical experience. The Company considers the patient's ability and intent to pay the amount of consideration upon admission. Credit losses are recorded as bad debt expense, which is included as a component of other operating expenses in the interim condensed consolidated statements of operations. Bad debt expense was $2,574,000 and $7,098,000 for the three and nine months ended September 30, 2024, respectively. For the three and nine months ended September 30, 2023, bad debt expense was $1,668,000 and $5,331,000, respectively. As of September 30, 2024 and December 31, 2023, the Company has recorded allowance for doubtful accounts of $10,859,000 and $8,054,000, respectively, as our best estimate of expected losses inherent in the accounts receivable balance.
Revenue Recognition for Alternative Revenue Programs, Policy [Policy Text Block]	Other Revenues Other revenues include revenues from the provision of insurance services to other healthcare providers, management and accounting services to other healthcare providers, and rental income. Our insurance revenues consist of premiums that are generally paid in advance and then amortized into income over the policy period. We charge for management services based on a percentage of net revenues. We charge for accounting services based on a monthly fee or a fixed fee per bed of the healthcare center under contract. We record other revenues as the performance obligations are satisfied based on the terms of our contractual arrangements. We recognize rental income based on the terms of our operating leases. Under certain of our leases, we receive variable rent, which is based on the increase in revenues of a lessee over a base year. We recognize variable rent annually or monthly, as applicable, when, based on the actual revenue of the lessee is earned.
Government Assistance [Policy Text Block]	Government Grants We account for government grants in accordance with International Accounting Standards ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance, and as such, we recognize grant income on a systematic basis in line with the recognition of specific expenses and lost revenues for which the grants are intended to compensate. For the nine months ended September 30, 2024, all conditions related to the Employee Retention Credit ("ERC") were met and the credit was recognized as government stimulus income. The ERC was established by the CARES Act and intended to help businesses retain their workforce and avoid layoffs during the pandemic. The ERC provided a per employee credit to eligible businesses based on a percentage of qualified wages and health insurance benefits paid to employees. The qualified wages and health insurance benefits paid by the Company were related to the second, third and fourth quarters of 2020.
Segment Reporting, Policy [Policy Text Block]	Segment Reporting In accordance with the provisions of Accounting Standards Codification ("ASC") 280, Segment Reporting, the Company is required to report financial and descriptive information about its reportable operating segments. The Company has two reportable operating segments: (1) inpatient services, which includes the operation of skilled nursing facilities, assisted and independent living facilities, and behavioral health hospitals, and (2) homecare and hospice services. The Company also reports an “all other” category that includes revenues from rental income, management and accounting services fees, insurance services, and costs of the corporate office. See Note 7 for further disclosure of the Company’s operating segments.
Other Operating Expenses Policy [Policy Text Block]	Other Operating Expenses Other operating expenses include the costs of care and services that we provide to the residents of our facilities and the costs of maintaining our facilities. Our primary patient care costs include drugs, medical supplies, purchased professional services, food, and professional liability insurance and licensing fees. The primary facility costs include utilities and property insurance.
Selling, General and Administrative Expenses, Policy [Policy Text Block]	General and Administrative Costs With the Company being a healthcare provider, the majority of our expenses are "cost of revenue" items. Costs that could be classified as "general and administrative" by the Company would include its corporate office costs, excluding stock-based compensation and incentive compensation, which were $6,288,000 and $19,678,000 for the three and nine months ended September 30, 2024, respectively. General and administrative costs were $5,661,000 and $16,309,000 for the three and nine months ended September 30, 2023, respectively. The increased general and administrative costs incurred during 2024 are due to acquisition-related expenses for the White Oak Senior Living portfolio. See Note 3 - Acquisition of White Oak Senior Living for additional detail regarding the acquisition.
Lessee, Leases [Policy Text Block]	Long-Term Leases The Company’s lease portfolio primarily consists of operating real estate leases for certain skilled nursing facilities, assisted and independent living facilities, homecare and hospice offices, regional offices, and pharmacy warehouses. The original terms of the leases typically range from two to fifteen years. Several of the real estate leases include renewal options which vary in length and may not include specific rent renewal amounts. We determine if an arrangement is a lease at inception of a contract. We determine the lease term by assuming exercise of renewal options that are reasonably certain. The Company records right-of-use assets and liabilities for non-cancelable real estate operating leases with original or remaining lease terms in excess of one year. Leases with a lease term of 12 months or less at inception are not recorded and are expensed on a straight-line basis over the lease term. We recognize lease components and non-lease components together and not as separate parts of a lease for real estate leases. Operating lease right-of-use assets and liabilities are recorded at the present value of the lease payments over the lease term. The present value of the lease payments are discounted using the incremental borrowing rate associated with each lease. The variable components of the lease payment that fluctuate with the operations of a health facility are not included in determining the right-of-use assets and lease liabilities. Rather, these variable components are expensed as incurred.
Property, Plant and Equipment, Policy [Policy Text Block]	Property and Equipment Property and equipment are recorded at cost or fair value, if acquired. Depreciation is provided by the straight-line method over the expected useful lives of the assets estimated as follows: buildings and improvements, 20-40 years and equipment and furniture, 3-15 years. Leasehold improvements are amortized over periods that do not exceed the non-cancelable respective lease terms using the straight-line method.
Business Combinations Policy [Policy Text Block]	Business Combinations We account for transactions that represent business combinations using the acquisition method of accounting in accordance with FASB ASC Topic 805, Business Combinations (Topic 805). Acquisitions are accounted for as purchases and are included in our consolidated financial statements from their respective acquisition dates. Assets acquired and liabilities assumed, if any, are measured at fair value on the acquisition date using the appropriate valuation method. Such fair values that are not finalized for reporting periods following the acquisition date are estimated and recorded as provisional amounts during the measurement period. The measurement period is defined as the date through which all information required to identify and measure the consideration transferred, the assets acquired, the liabilities assumed and any noncontrolling interests has been obtained, limited to one year from the acquisition date. Goodwill generated from business combinations is recognized for the excess of the purchase price over the fair value of tangible and identifiable intangible assets acquired and liabilities assumed. In determining the fair value of identifiable assets, we use various valuation techniques. These valuation methods require us to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]	Goodwill and Other Intangible Assets Goodwill represents the excess of the purchase price over the fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized but is subject to an annual impairment test. We perform our annual goodwill impairment assessment on the first day of the fourth quarter. Tests are performed more frequently if events occur, or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. The Company’s indefinite-lived intangible assets consist of trade names and certificates of need and licenses. The Company reviews indefinite-lived intangible assets for impairment on an annual basis or more frequently if events or changes in circumstances indicate that the fair value of the intangible asset is below its carrying amount.
Liability Reserve Estimate, Policy [Policy Text Block]	Accrued Risk Reserves We are self–insured for risks related to workers’ compensation and general and professional liability insurance. We have two wholly–owned limited purpose insurance companies that insure these risks. The accrued risk reserves include a liability for reported claims and estimates for incurred but unreported claims. Our policy is to engage an external, independent actuary to assist in estimating our exposure for claims obligations (for both asserted and unasserted claims). We reassess our accrued risk reserves on a quarterly basis. Professional liability remains an area of particular concern to us. The long-term care industry has seen an increase in personal injury/wrongful death claims based on alleged negligence by skilled nursing facilities and their employees in providing care to residents. The Company has been, and continues to be, subject to claims and legal actions that arise in the ordinary course of business, including potential claims related to patient care and treatment. A significant increase in the number of these claims, or an increase in the amounts due as a result of these claims could have a material adverse effect on our consolidated financial position, results of operations and cash flows. It is also possible that future events could cause us to make significant adjustments or revisions to these reserve estimates and cause our reported net income to vary significantly from period to period. We are principally self-insured for incidents occurring in all centers owned or leased by us. The coverage includes both primary policies and excess policies. In all years, settlements, if any, in excess of available insurance policy limits and our own reserves would be expensed by us.
Continuing Care Contracts and Refundable Entrance Fees, Policy [Policy Text Block]	Continuing Care Contracts We have continuing care retirement centers (“CCRC”) within our operations. Residents at these retirement centers may enter into continuing care contracts with us. The contracts provide that 10% of the resident entry fee becomes non-refundable upon occupancy, and the remaining refundable portion of the entry fee is calculated using the lesser of the price at which the apartment is re-assigned or 90% of the original entry fee, plus 40% of any appreciation if the apartment value exceeds the original resident’s entry fee. Non-refundable fees are included as a component of the transaction price and are amortized into revenue over the actuarily determined remaining life of the resident, which is the expected period of occupancy by the resident. We pay the refundable portion of our entry fees to residents when they relocate from our community and the apartment is re-occupied. Refundable entrance fees are not included as part of the transaction price and are classified as noncurrent liabilities in our consolidated balance sheets. We also annually estimate the present value of the cost of future services and the use of facilities to be provided to the current CCRC residents and compare that amount with the balance of non-refundable deferred revenue from entrance fees received. If the present value of the cost of future services exceeds the related anticipated revenues, a liability is recorded with a corresponding charge to income. As of September 30, 2024, and December 31, 2023, we have recorded a future service obligation liability in the amount of $1,606,000. This obligation is reflected within other noncurrent liabilities in the interim condensed consolidated balance sheets.
Other Noncurrent Liabilities [Policy Text Block]	Other Noncurrent Liabilities Other noncurrent liabilities include reserves primarily related to various uncertain income tax positions, deferred revenue, and obligations to provide future services to our CCRC residents. Deferred revenue includes the deferred gain on the sale of assets to National Health Corporation (“National”) and the non-refundable portion (10%) of CCRC entrance fees being amortized over the remaining life expectancies of the residents.
Consolidation, Subsidiaries or Other Investments, Consolidated Entities, Policy [Policy Text Block]	Noncontrolling Interest The noncontrolling interest in a subsidiary is presented within total equity in the Company's interim condensed consolidated balance sheets. The Company presents the noncontrolling interest and the amount of consolidated net income attributable to NHC in its interim condensed consolidated statements of operations. The Company’s earnings per share is calculated based on net income attributable to NHC’s stockholders. The carrying amount of the noncontrolling interest is adjusted based on an allocation of the subsidiary earnings, contributions, and distributions.
Consolidation, Variable Interest Entity, Policy [Policy Text Block]	Variable Interest Entities We have equity interests in unconsolidated limited liability companies that operate various post-acute and senior healthcare businesses. We analyze our investments in these limited liability companies to determine if the company is considered a variable interest entity (“VIE”) and would require consolidation. To the extent that we own interests in a VIE and we (i) have the power to direct the activities of the VIE and (ii) have the obligation or rights to absorb the VIE's losses or receive its benefits, then we would be determined to be the primary beneficiary and would consolidate the VIE. To the extent we own interests in a VIE, then at each reporting period, we re-assess our conclusions as to which, if any, party within the VIE is considered the primary beneficiary. The Company's maximum exposure to losses in its investments in unconsolidated VIEs cannot be quantified and may or may not be limited to its investment in the unconsolidated VIE. The investments in unconsolidated VIEs are classified as “investments in unconsolidated companies” in the interim condensed consolidated balance sheets.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently Issued Accounting Guidance In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, “Segment Reporting (Topic 280): Improvement to Reportable Segment Disclosures.” The ASU improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit and loss, and contain other disclosure requirements. This ASU is effective for fiscal years beginning after December 15, 2023, which will be the Company's fiscal year 2024, and interim periods within fiscal years beginning after December 15, 2024. We are currently evaluating the impact this standard will have on our disclosures.

Note 3 - Acquisition of White Oak Senior Living (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block]

	Amount
Cash and cash equivalents	$	9
Inventories		1,054
Prepaid expenses and other assets		137
Property and equipment		203,695
Deferred tax asset		2,499
Operating lease right-of-use assets		11,380
Intangible assets		12,765
Total assets acquired		231,539

Operating lease liabilities, current portion		424
Accrued payroll		3,559
Other current liabilities		1,085
Operating lease liabilities, less current portion		10,956
Other noncurrent liabilities		1,005
Total liabilities assumed		17,029

Net identifiable assets acquired		214,510
Goodwill		1,395
Total estimated fair value of the acquisition	$	215,905

Business Acquisition, Pro Forma Information [Table Text Block]

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net operating revenues and grant income	$	358,334	$	337,817	$	1,065,418	$	987,186
Income before income taxes		58,881		14,087		134,777		49,113
Net income attributable to NHC	$	43,413	$	10,431	$	99,121	$	34,064

Note 4 - Net Patient Revenues (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Disaggregation of Revenue [Table Text Block]

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Net patient revenues:
Inpatient services	$	293,026	$	243,865	$	790,664	$	706,795
Homecare and hospice		35,648		33,140		103,751		97,822
Total net patient revenue	$	328,674	$	277,005	$	894,415	$	804,617

	Three Months Ended September 30				Nine Months Ended September 30
Source	2024		2023		2024		2023
Medicare		30%		33%		32%		35%
Managed Care		9%		10%		10%		10%
Medicaid		33%		32%		30%		30%
Private Pay and Other		28%		25%		28%		25%
Total		100%		100%		100%		100%

Note 5 - Other Revenues (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Other Revenues [Table Text Block]

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Rental income	$	6,028	$	5,958	$	18,015	$	17,966
Management and accounting services fees		4,226		4,185		12,744		14,045
Insurance services		818		989		2,506		2,920
Other		452		348		907		1,082
Total other revenues	$	11,524	$	11,480	$	34,172	$	36,013

Note 6 - Non-operating Income (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Other Nonoperating Income, by Component [Table Text Block]

	Three Months Ended September 30					Nine Months Ended September 30
	2024			2023		2024		2023
Dividends and net realized gains and losses on sales of securities	$	1,683		$	1,690	$	5,462	$	4,604
Interest income		2,603			2,222		7,790		5,571
Equity in earnings of unconsolidated investments		(62	)		185		589		1,941
Gain on sale of unconsolidated company		-			-		1,024		-
Total non-operating income	$	4,224		$	4,097	$	14,865	$	12,116

Note 7 - Business Segments (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	293,026	$	35,648	$	-		$	328,674
Other revenues		370		-		11,154			11,524
Net operating revenues		293,396		35,648		11,154			340,198

Costs and expenses:
Salaries, wages, and benefits		175,241		21,456		16,698			213,395
Other operating		72,384		6,612		3,513			82,509
Rent		8,422		602		1,862			10,886
Depreciation and amortization		9,632		172		815			10,619
Interest		1,742		-		-			1,742
Total costs and expenses		267,421		28,842		22,888			319,151

Income/(loss) from operations		25,975		6,806		(11,734	)		21,047
Non-operating income		-		-		4,224			4,224
Unrealized gains on marketable equity securities		-		-		32,767			32,767

Income before income taxes	$	25,975	$	6,806	$	25,257		$	58,038

	Three Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	243,865	$	33,140	$	-		$	277,005
Other revenues		297		-		11,183			11,480
Net operating revenues		244,162		33,140		11,183			288,485

Costs and expenses:
Salaries, wages, and benefits		151,912		20,066		10,686			182,664
Other operating		64,228		5,868		2,394			72,490
Rent		8,186		538		1,370			10,094
Depreciation and amortization		9,203		185		747			10,135
Interest		77		-		-			77
Total costs and expenses		233,606		26,657		15,197			275,460

Income/(loss) from operations		10,556		6,483		(4,014	)		13,025
Non-operating income		-		-		4,097			4,097
Unrealized losses on marketable equity securities		-		-		(3,093	)		(3,093	)

Income/(loss) before income taxes	$	10,556	$	6,483	$	(3,010	)	$	14,029

	Nine Months Ended September 30, 2024
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	790,664	$	103,751	$	-		$	894,415
Other revenues		710		-		33,462			34,172
Government stimulus income		-		-		9,445			9,445
Net operating revenues and grant income		791,374		103,751		42,907			938,032

Costs and expenses:
Salaries, wages, and benefits		474,190		63,761		38,658			576,609
Other operating		207,883		18,977		11,232			238,092
Rent		24,795		1,736		5,273			31,804
Depreciation and amortization		27,646		545		2,352			30,543
Interest		1,788		-		-			1,788
Total costs and expenses		736,302		85,019		57,515			878,836

Income/(loss) from operations		55,072		18,732		(14,608	)		59,196
Non-operating income		-		-		14,865			14,865
Unrealized gains on marketable equity securities		-		-		56,290			56,290

Income before income taxes	$	55,072	$	18,732	$	56,547		$	130,351

	Nine Months Ended September 30, 2023
	Inpatient Services		Homecare and Hospice		All Other			Total
Revenues:
Net patient revenues	$	706,795	$	97,822	$	-		$	804,617
Other revenues		894		-		35,119			36,013
Net operating revenues		707,689		97,822		35,119			840,630

Costs and expenses:
Salaries, wages, and benefits		435,517		60,804		29,461			525,782
Other operating		192,473		17,356		7,384			217,213
Rent		24,520		1,639		3,928			30,087
Depreciation and amortization		27,474		555		2,237			30,266
Interest		268		-		-			268
Total costs and expenses		680,252		80,354		43,010			803,616

Income/(loss) from operations		27,437		17,468		(7,891	)		37,014
Non-operating income		-		-		12,116			12,116
Unrealized gains on marketable equity securities		-		-		2,943			2,943

Income before income taxes	$	27,437	$	17,468	$	7,168		$	52,073

Note 8 - Long-term Leases (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Lessee, Lease, Liability, Maturity [Table Text Block]

	Operating Leases
2025	$	35,858
2026		35,183
2027		10,471
2028		1,702
2029		1,424
Thereafter		11,768
Total minimum lease payments		96,406
Less: amounts representing interest		(11,961	)
Present value of future minimum lease payments		84,445
Less: current portion		(31,366	)
Noncurrent lease liabilities	$	53,079

Note 9 - Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended September 30				Nine Months Ended September 30
	2024		2023		2024		2023
Basic:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, basic	$	2.78	$	0.68	$	6.23	$	2.51

Diluted:
Weighted average common shares outstanding		15,411,680		15,299,913		15,384,758		15,311,453
Effects of dilutive instruments		255,641		24,598		191,536		22,816
Weighted average common shares outstanding		15,667,321		15,324,511		15,576,294		15,334,269

Net income attributable to National HealthCare Corporation	$	42,789	$	10,388	$	95,846	$	38,392
Earnings per common share, diluted	$	2.73	$	0.68	$	6.15	$	2.50

Note 10 - Investments in Marketable Securities (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Marketable Securities [Table Text Block]

	September 30, 2024				December 31, 2023
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Investments available for sale:
Marketable equity securities	$	30,176	$	164,754	$	30,176	$	111,117
Corporate debt securities		–		–		2,497		2,441
U.S. Treasury securities		–		–		2,990		2,986
Restricted investments available for sale:
Marketable equity securities		17,702		23,001		24,134		26,779
Corporate debt securities		59,267		58,812		59,586		57,731
Asset-based securities		17,756		16,646		19,388		17,659
U.S. Treasury securities		46,224		44,671		46,771		42,863
State and municipal securities		3,813		3,782		4,106		4,047
	$	174,938	$	311,666	$	189,648		265,623

Schedule of Available-for-Sale Securities Reconciliation [Table Text Block]

September 30, 2024

December 31, 2023

Cost

Fair

Value

Cost

Fair

Value

NHI Common Stock

1,630,642

24,734

137,072

1,630,642

24,734

91,071

Investments Classified by Contractual Maturity Date [Table Text Block]

	September 30, 2024				December 31, 2023
	Cost		Fair Value		Cost		Fair Value
Maturities:
Within 1 year	$	24,509	$	24,023	$	19,664	$	19,328
1 to 5 years		71,047		69,082		81,517		77,118
6 to 10 years		31,197		30,499		33,515		30,802
Over 10 years		307		307		642		479
	$	127,060	$	123,911	$	135,338	$	127,727

Note 11 - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	Fair Value Measurements Using
September 30, 2024	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	84,807	$	84,807	$	–	$	–
Restricted cash and cash equivalents		30,267		30,267		–		–
Marketable equity securities		187,755		187,755		–		–
Corporate debt securities		58,812		39,475		19,337		–
Asset–backed securities		16,646		–		16,186		460
U.S. Treasury securities		44,671		44,671		–		–
State and municipal securities		3,782		–		3,782		–
Total financial assets	$	426,740	$	386,975	$	39,305	$	460

	Fair Value Measurements Using
December 31, 2023	Fair Value		Quoted Prices in Active Markets For Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Cash and cash equivalents	$	107,076	$	107,076	$	–	$	–
Restricted cash and cash equivalents		18,892		18,892		–		–
Marketable equity securities		137,896		137,896		–		–
Corporate debt securities		60,171		42,860		17,311		–
Asset–backed securities		17,659		–		17,210		449
U.S. Treasury securities		45,850		45,850		–		–
State and municipal securities		4,047		–		4,047		–
Total financial assets	$	391,591	$	352,574	$	38,568	$	449

Note 12 - Goodwill and Other Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Goodwill [Table Text Block]

	Inpatient Services		Homecare and Hospice		All Other		Total
January 1, 2024	$	3,741	$	164,554	$	–	$	168,295
Additions		1,395		–		–		1,395
September 30, 2024	$	5,136	$	164,554	$	–	$	169,690

Schedule of Indefinite-Lived Intangible Assets [Table Text Block]

	September 30, 2024		December 31, 2023
Trade names	$	15,836	$	4,340
Certificates of need		1,757		532
Licenses		2,212		2,166
Total	$	19,805	$	7,038

Note 14 - Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	September 30, 2024		December 31, 2023
Risk–free interest rate		4.40%		4.52%
Expected volatility		24.1%		29.3%
Expected life, in years		2.9		2.9
Expected dividend yield		2.63%		4.41%

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	Number of Shares			Weighted Average Exercise Price		Aggregate Intrinsic Value
Options outstanding at January 1, 2023		445,144		$	66.62	$	–
Options granted		299,278			54.44		–
Options exercised		(103,481	)		64.72		–
Options cancelled		(52,407	)		60.58		–
Options outstanding at December 31, 2023		588,534			61.30		–
Options granted		298,097			94.42		–
Options exercised		(211,040	)		63.75		–
Options cancelled		(33,202	)		79.34		–
Options outstanding at September 30, 2024		642,389			74.93	$	32,658,000

Options exercisable at September 30, 2024		153,439			63.87	$	9,498,000

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

Options Outstanding September 30, 2024	Exercise Prices				Weighted Average Exercise Price		Weighted Average Remaining Contractual Life in Years
331,037		53.94	-	69.19		58.88		3.0
311,352		71.64	-	96.03		92.00		4.1
642,389						74.93		3.5

Note 15 - Long-term Debt (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Debt [Table Text Block]

	Interest rate at September 30, 2024		Maturity		September 30, 2024			December 31, 2023
Credit facility, interest payable monthly		Variable, 6.8%		2029	$	147,000		$	–
Less current portion						(7,500	)		–
Total long-term debt					$	139,500		$	–

Schedule of Maturities of Long-Term Debt [Table Text Block]

	Long–Term Debt
2025	$	7,500
2026		7,500
2027		7,500
2028		7,500
2029		117,000
Total	$	147,000

Note 1 - Description of Business (Details Textual)	Sep. 30, 2024
Number of Skilled Nursing Ficilitiess	80
Number of Beds	10,349
Number of Assisted Living Facilities	26
Number of Independent Living Facilities	9
Number of Behavioral Health Hospitals	3
Number of Homecare Programs	34
Number of Hospice Agencies	32
Number of States in which Entity Operates	9

Note 2 - Summary of Significant Accounting Policies (Details Textual)	3 Months Ended		9 Months Ended
	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Accounts Receivable, Credit Loss Expense (Reversal)	$ 2,574,000	$ 1,668,000	$ 7,098,000	$ 5,331,000
Accounts Receivable, Allowance for Credit Loss	10,859,000		$ 10,859,000		$ 8,054,000
Number of Reportable Segments			2
General and Administrative Expense	6,288,000	$ 5,661,000	$ 19,678,000	$ 16,309,000
Continuing Care Retirement Communities, Refund Obligation	$ 1,606,000		$ 1,606,000		$ 1,606,000
Refundable Advance Fees [Member]
Nonrefundable Resident Entry Fee Percentage			10.00%
Original Entry Fee [Member]
Refundable Resident Entry Fee Percentage			90.00%
Appreciation [Member]
Appreciation of Apartment Over Original Residents Entry Fee Percentage			40.00%
Minimum [Member]
Lessee, Operating Lease, Term of Contract (Year)	2 years		2 years
Minimum [Member] \| Building and Building Improvements [Member]
Property, Plant and Equipment, Useful Life (Year)	20 years		20 years
Minimum [Member] \| Equipment and Furniture [Member]
Property, Plant and Equipment, Useful Life (Year)	3 years		3 years
Maximum [Member]
Lessee, Operating Lease, Term of Contract (Year)	15 years		15 years
Maximum [Member] \| Building and Building Improvements [Member]
Property, Plant and Equipment, Useful Life (Year)	40 years		40 years
Maximum [Member] \| Equipment and Furniture [Member]
Property, Plant and Equipment, Useful Life (Year)	15 years		15 years

Note 3 - Acquisition of White Oak Senior Living (Details Textual)		3 Months Ended		9 Months Ended
	Aug. 01, 2024 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Number of Skilled Nursing Ficilitiess		80		80
Number of Independent Living Facilities		9		9
Revenue from Contract with Customer, Including Assessed Tax		$ 328,674,000	$ 277,005,000	$ 894,415,000	$ 804,617,000
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		58,038,000	$ 14,029,000	130,351,000	$ 52,073,000
White Oak Senior Living Portfolio [Member]
Business Combination, Consideration Transferred	$ 221,400,000
Number of Healthcare Operations	22
Number of Skilled Nursing Ficilitiess	15
Number of Independent Living Facilities	4
Number of Long-term Care Pharmacies	1
Number of Licensed Skilled Nursing Beds	1,928
Number of Assisted Living Units	48
Number of Independent Living Units	302
Number of Assisted Living and Independent Living Units	2,278
Number of Continuing Care Retirement Centers	3
Revenue from Contract with Customer, Including Assessed Tax		37,305,000		37,305,000
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest		1,557,000		1,557,000
Business Combination, Acquisition Related Costs		$ 637,000		$ 2,831,000
White Oak Senior Living Portfolio [Member] \| SOUTH CAROLINA
Number of Skilled Nursing Facilities	9

Note 3 - Acquisition of White Oak Senior Living - Allocation of Purchase Price (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Aug. 01, 2024	Dec. 31, 2023
Goodwill	$ 169,690		$ 168,295
White Oak Senior Living Portfolio [Member]
Cash and cash equivalents		$ 9
Inventories		1,054
Prepaid expenses and other assets		137
Property and equipment		203,695
Deferred tax asset		2,499
Operating lease right-of-use assets		11,380
Intangible assets		12,765
Total assets acquired		231,539
Operating lease liabilities, current portion		424
Accrued payroll		3,559
Other current liabilities		1,085
Operating lease liabilities, less current portion		10,956
Other noncurrent liabilities		1,005
Total liabilities assumed		17,029
Net identifiable assets acquired		214,510
Goodwill		1,395
Total estimated fair value of the acquisition		$ 215,905

Note 3 - Acquisition of White Oak Senior Living - Pro Forma Financial Information (Details) - White Oak Senior Living Portfolio [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net operating revenues and grant income	$ 358,334	$ 337,817	$ 1,065,418	$ 987,186
Income before income taxes	58,881	14,087	134,777	49,113
Net income attributable to NHC	$ 43,413	$ 10,431	$ 99,121	$ 34,064

Note 4 - Net Patient Revenues (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Revenue from Contract with Customer, Including Assessed Tax	$ 328,674,000	$ 277,005,000	$ 894,415,000	$ 804,617,000
Accounts Receivable, Allowance for Credit Loss	10,859,000		10,859,000		$ 8,054,000
Medicare and Medicaid [Member]
Accounts Receivable, Allowance for Credit Loss	18,815,000		18,815,000		$ 18,369,000
Medicaid [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 5,267,000	$ 4,232,000	$ 11,314,000	$ 15,362,000

Note 4 - Net Patient Revenues - Revenue Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Net patient revenues	$ 328,674	$ 277,005	$ 894,415	$ 804,617
Revenue, concentration percentage	100.00%	100.00%	100.00%	100.00%
Medicare [Member]
Revenue, concentration percentage	30.00%	33.00%	32.00%	35.00%
Inpatient Services [Member]
Net patient revenues	$ 293,026	$ 243,865	$ 790,664	$ 706,795
Managed Care [Member]
Revenue, concentration percentage	9.00%	10.00%	10.00%	10.00%
Homecare and Hospice [Member]
Net patient revenues	$ 35,648	$ 33,140	$ 103,751	$ 97,822
Medicaid [Member]
Revenue, concentration percentage	33.00%	32.00%	30.00%	30.00%
Private Pay and Other [Member]
Revenue, concentration percentage	28.00%	25.00%	28.00%	25.00%

Note 5 - Other Revenues (Details Textual)	3 Months Ended		9 Months Ended
Note 5 - Other Revenues (Details Textual)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Number of Skilled Nursing Ficilitiess	80		80
Insurance Services Revenue	$ 818,000	$ 989,000	$ 2,506,000	$ 2,920,000
Workers Compensation Revenue [Member]
Insurance Services Revenue	529,000	678,000	1,638,000	1,985,000
Professional Liability Insurance [Member]
Insurance Services Revenue	$ 289,000	312,000	$ 868,000	935,000
National [Member]
Number of Skilled Nursing Ficilitiess	5		5
Property Management Fee Revenue	$ 1,348,000	$ 1,243,000	$ 4,014,000	$ 3,968,000
FLORIDA
Number of Skilled Nursing Ficilitiess	4		4

Note 5 - Other Revenues - Summary of Other Revenues (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Rental income	$ 6,028	$ 5,958	$ 18,015	$ 17,966
Management and accounting services fees	4,226	4,185	12,744	14,045
Insurance services	818	989	2,506	2,920
Other	452	348	907	1,082
Total other revenues	$ 11,524	$ 11,480	$ 34,172	$ 36,013

Note 6 - Non-operating Income (Details Textual) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Proceeds from Sale of Unconsolidated Company	$ 2,100,000			$ 2,100,000	$ 0
Gain (Loss) on Sale of Unconsolidated Company	$ 1,024,000	$ 0	$ 0	$ 1,024,000	$ (0)
Homecare Agency in Nashville, Tennessee [Member]
Equity Method Investment, Ownership Percentage						50.00%

Note 6 - Non-operating Income - Summary of Non-operating Income (Details) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Jan. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Dividends and net realized gains and losses on sales of securities		$ 1,683,000	$ 1,690,000	$ 5,462,000	$ 4,604,000
Interest income		2,603,000	2,222,000	7,790,000	5,571,000
Equity in earnings of unconsolidated investments		(62,000)	185,000	589,000	1,941,000
Gain on sale of unconsolidated company	$ 1,024,000	0	0	1,024,000	(0)
Total non-operating income		$ 4,224,000	$ 4,097,000	$ 14,865,000	$ 12,116,000

Note 7 - Business Segments (Details Textual)	9 Months Ended
Note 7 - Business Segments (Details Textual)	Sep. 30, 2024
Number of Operating Segments	2

Note 7 - Business Segments - Summary of Financial Information by Reporting Segment (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenues:
Net patient revenues	$ 328,674,000	$ 277,005,000	$ 894,415,000	$ 804,617,000
Other revenues	11,524,000	11,480,000	34,172,000	36,013,000
Net operating revenues	340,198,000	288,485,000	938,032,000	840,630,000
Government stimulus income	0	0	9,445,000	0
Costs and expenses:
Salaries, wages, and benefits	213,395,000	182,664,000	576,609,000	525,782,000
Other operating	82,509,000	72,490,000	238,092,000	217,213,000
Rent	10,886,000	10,094,000	31,804,000	30,087,000
Depreciation and amortization	10,619,000	10,135,000	30,543,000	30,266,000
Interest	1,742,000	77,000	1,788,000	268,000
Total costs and expenses	319,151,000	275,460,000	878,836,000	803,616,000
Income/(loss) from operations	21,047,000	13,025,000	59,196,000	37,014,000
Non-operating income (loss)	4,224,000	4,097,000	14,865,000	12,116,000
Unrealized gains on marketable equity securities	32,767,000	(3,093,000)	56,290,000	2,943,000
Income before income taxes	58,038,000	14,029,000	130,351,000	52,073,000
Inpatient Services Segment [Member]
Revenues:
Net patient revenues	293,026,000	243,865,000	790,664,000	706,795,000
Other revenues	370,000	297,000	710,000	894,000
Net operating revenues	293,396,000	244,162,000	791,374,000	707,689,000
Government stimulus income			0
Costs and expenses:
Salaries, wages, and benefits	175,241,000	151,912,000	474,190,000	435,517,000
Other operating	72,384,000	64,228,000	207,883,000	192,473,000
Rent	8,422,000	8,186,000	24,795,000	24,520,000
Depreciation and amortization	9,632,000	9,203,000	27,646,000	27,474,000
Interest	1,742,000	77,000	1,788,000	268,000
Total costs and expenses	267,421,000	233,606,000	736,302,000	680,252,000
Income/(loss) from operations	25,975,000	10,556,000	55,072,000	27,437,000
Non-operating income (loss)	0	0	0	0
Unrealized gains on marketable equity securities	0	0	0	0
Income before income taxes	25,975,000	10,556,000	55,072,000	27,437,000
Homecare Services Segment [Member]
Revenues:
Net patient revenues	35,648,000	33,140,000	103,751,000	97,822,000
Other revenues	0	0	0	0
Net operating revenues	35,648,000	33,140,000	103,751,000	97,822,000
Government stimulus income			0
Costs and expenses:
Salaries, wages, and benefits	21,456,000	20,066,000	63,761,000	60,804,000
Other operating	6,612,000	5,868,000	18,977,000	17,356,000
Rent	602,000	538,000	1,736,000	1,639,000
Depreciation and amortization	172,000	185,000	545,000	555,000
Interest	0	0	0	0
Total costs and expenses	28,842,000	26,657,000	85,019,000	80,354,000
Income/(loss) from operations	6,806,000	6,483,000	18,732,000	17,468,000
Non-operating income (loss)	0	0	0	0
Unrealized gains on marketable equity securities	0	0	0	0
Income before income taxes	6,806,000	6,483,000	18,732,000	17,468,000
Other Operating Segment [Member]
Revenues:
Net patient revenues	0	0	0	0
Other revenues	11,154,000	11,183,000	33,462,000	35,119,000
Net operating revenues	11,154,000	11,183,000	42,907,000	35,119,000
Government stimulus income			9,445,000
Costs and expenses:
Salaries, wages, and benefits	16,698,000	10,686,000	38,658,000	29,461,000
Other operating	3,513,000	2,394,000	11,232,000	7,384,000
Rent	1,862,000	1,370,000	5,273,000	3,928,000
Depreciation and amortization	815,000	747,000	2,352,000	2,237,000
Interest	0	0	0	0
Total costs and expenses	22,888,000	15,197,000	57,515,000	43,010,000
Income/(loss) from operations	(11,734,000)	(4,014,000)	(14,608,000)	(7,891,000)
Non-operating income (loss)	4,224,000	4,097,000	14,865,000	12,116,000
Unrealized gains on marketable equity securities	32,767,000	(3,093,000)	56,290,000	2,943,000
Income before income taxes	$ 25,257,000	$ (3,010,000)	$ 56,547,000	$ 7,168,000

Note 8 - Long-term Leases (Details Textual)	3 Months Ended		9 Months Ended
Note 8 - Long-term Leases (Details Textual)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)
Lessee, Operating Lease, Liability, to be Paid, Year One	$ 35,858,000		$ 35,858,000
Lessee, Operating Lease, Liability, to be Paid, Year Two	35,183,000		35,183,000
Lessee, Operating Lease, Liability, to be Paid, Year Three	10,471,000		10,471,000
Operating Lease, Expense	$ 10,886,000	$ 10,094,000	$ 31,804,000	$ 30,087,000
Two Leases with NHI [Member]
Number of Skilled Nursing Centers Leased from NHI	28		28
Number of Assisted Living Centers Leased from NHI	5		5
Number of Independent Living Centers Leased from NHI	3		3
Lease One With NHI [Member]
Number of Skilled Nursing Facilities Subleased	4		4
NHI Lease Agreement [Member]
Lessee, Operating Lease, Liability, to be Paid, Year One	$ 32,625,000		$ 32,625,000
Lessee, Operating Lease, Liability, to be Paid, Year Two	32,225,000		32,225,000
Lessee, Operating Lease, Liability, to be Paid, Year Three	31,975,000		31,975,000
Both NHI Lease Agreements [Member]
Operating Lease, Expense	$ 10,085,000	$ 9,300,000	$ 29,371,000	$ 27,719,000

Note 8 - Long-term Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Lessee, Operating Lease, Liability, to be Paid, Year One	$ 35,858
Lessee, Operating Lease, Liability, to be Paid, Year Two	35,183
Lessee, Operating Lease, Liability, to be Paid, Year Three	10,471
2028	1,702
2029	1,424
Thereafter	11,768
Total minimum lease payments	96,406
Less: amounts representing interest	(11,961)
Present value of future minimum lease payments	84,445
Less: current portion	(31,366)	$ (29,352)
Noncurrent lease liabilities	$ 53,079	$ 63,175

Note 9 - Earnings Per Share (Details Textual) - shares	3 Months Ended		9 Months Ended
Note 9 - Earnings Per Share (Details Textual) - shares	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)	0	637,409	0	637,409

Note 9 - Earnings Per Share - Summary of Earnings and Weighted Average Number of Common Shares Used in Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Basic:
Weighted average common shares outstanding (in shares)	15,411,680	15,299,913	15,384,758	15,311,453
Net income attributable to National HealthCare Corporation	$ 42,789	$ 10,388	$ 95,846	$ 38,392
Earnings per common share, basic (in dollars per share)	$ 2.78	$ 0.68	$ 6.23	$ 2.51
Diluted:
Weighted average common shares outstanding (in shares)	15,411,680	15,299,913	15,384,758	15,311,453
Effects of dilutive instruments (in shares)	255,641	24,598	191,536	22,816
Weighted average common shares outstanding (in shares)	15,667,321	15,324,511	15,576,294	15,334,269
Net income attributable to National HealthCare Corporation	$ 42,789	$ 10,388	$ 95,846	$ 38,392
Earnings per common share, diluted (in dollars per share)	$ 2.73	$ 0.68	$ 6.15	$ 2.5

Note 10 - Investments in Marketable Securities (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Equity Securities Fv Ni Gross Unrealized Gain	$ 140,177,000		$ 140,177,000		$ 84,514,000
Equity Securities Fv Ni Gross Unrealized Loss	300,000		300,000		928,000
Equity Securities, FV-NI, Unrealized Gain (Loss)	32,767,000	$ (3,093,000)	56,290,000	$ 2,943,000
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Gain, before Tax	1,104,000		1,104,000		326,000
Debt Securities, Available-for-Sale, Accumulated Gross Unrealized Loss, before Tax	$ 4,253,000		4,253,000		$ 7,937,000
Proceeds from Sale and Maturity of Marketable Securities			39,776,000	36,578,000
Debt Securities, Realized Gain (Loss)			$ 331,000	$ (603,000)

Note 10 - Investments in Marketable Securities - Marketable Securities and Restricted Marketable Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Unrestricted investments available for sale, equity, amortized cost	$ 24,734	$ 24,734
Marketable equity securities	164,754	111,117
Unrestricted investments available for sale, debt, amortized cost	127,060	135,338
Unrestricted investments available for sale, debt, fair value	123,911	127,727
Restricted marketable equity securities	23,001	26,779
Investments available for sale, amortized cost	174,938	189,648
Marketable Securities	311,666	265,623
Equity Securities [Member]
Unrestricted investments available for sale, equity, amortized cost	30,176	30,176
Marketable equity securities	164,754	111,117
Restricted investments available for sale, equity, amortized cost	17,702	24,134
Restricted marketable equity securities	23,001	26,779
Corporate Debt Securities [Member]
Unrestricted investments available for sale, debt, amortized cost	0	2,497
Unrestricted investments available for sale, debt, fair value	0	2,441
Restricted investments available for sale, debt, amortized cost	59,267	59,586
Restricted investments available for sale, debt, fair value	58,812	57,731
US Government Corporations and Agencies Securities [Member]
Unrestricted investments available for sale, debt, amortized cost	0	2,990
Unrestricted investments available for sale, debt, fair value	0	2,986
Restricted investments available for sale, debt, amortized cost	46,224	46,771
Restricted investments available for sale, debt, fair value	44,671	42,863
Asset-Backed Securities [Member]
Restricted investments available for sale, debt, amortized cost	17,756	19,388
Restricted investments available for sale, debt, fair value	16,646	17,659
US States and Political Subdivisions Debt Securities [Member]
Restricted investments available for sale, debt, amortized cost	3,813	4,106
Restricted investments available for sale, debt, fair value	$ 3,782	$ 4,047

Note 10 - Investments in Marketable Securities - Available for Sale Marketable Equity Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
NHI Common Stock, Shares (in shares)	1,630,642	1,630,642
NHI Common Stock, Cost	$ 24,734	$ 24,734
NHI Common Stock, fair value	164,754	111,117
NHI Common Stock [Member]
NHI Common Stock, fair value	$ 137,072	$ 91,071

Note 10 - Investments in Marketable Securities - Amortized Cost and Estimated Fair Value of Debt Securities as Available for Sale (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Within 1 year, cost	$ 24,509	$ 19,664
Within 1 year, fair value	24,023	19,328
1 to 5 years, cost	71,047	81,517
1 to 5 years, fair value	69,082	77,118
6 to 10 years, cost	31,197	33,515
6 to 10 years, fair value	30,499	30,802
Over 10 years, cost	307	642
Over 10 years, fair value	307	479
Cost	127,060	135,338
Fair Value	$ 123,911	$ 127,727

Note 11 - Fair Value Measurements - Summary of Fair Value Measurements by Level (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Restricted cash and cash equivalents	$ 30,267		$ 19,947
Available-for-sale securities (USD)	123,911	$ 127,727
Total financial assets	426,740
Corporate Debt Securities [Member]
Available-for-sale securities (USD)	0	2,441
Fair Value, Inputs, Level 1 [Member]
Total financial assets	386,975
Fair Value, Inputs, Level 2 [Member]
Total financial assets	39,305
Fair Value, Inputs, Level 3 [Member]
Total financial assets	460
Fair Value, Recurring [Member]
Cash and cash equivalents	84,807	107,076
Restricted cash and cash equivalents	30,267	18,892
Total financial assets		391,591
Fair Value, Recurring [Member] \| Equity Securities [Member]
Marketable equity securities	187,755	137,896
Fair Value, Recurring [Member] \| Corporate Debt Securities [Member]
Available-for-sale securities (USD)	58,812	60,171
Fair Value, Recurring [Member] \| Asset-Backed Securities [Member]
Available-for-sale securities (USD)	16,646	17,659
Fair Value, Recurring [Member] \| US Treasury Securities [Member]
Available-for-sale securities (USD)	44,671	45,850
Fair Value, Recurring [Member] \| US States and Political Subdivisions Debt Securities [Member]
Available-for-sale securities (USD)	3,782	4,047
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member]
Cash and cash equivalents	84,807	107,076
Restricted cash and cash equivalents	30,267	18,892
Total financial assets		352,574
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Equity Securities [Member]
Marketable equity securities	187,755	137,896
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Corporate Debt Securities [Member]
Available-for-sale securities (USD)	39,475	42,860
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| Asset-Backed Securities [Member]
Available-for-sale securities (USD)	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| US Treasury Securities [Member]
Available-for-sale securities (USD)	44,671	45,850
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 1 [Member] \| US States and Political Subdivisions Debt Securities [Member]
Available-for-sale securities (USD)	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member]
Cash and cash equivalents	0	0
Restricted cash and cash equivalents	0	0
Total financial assets		38,568
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Equity Securities [Member]
Marketable equity securities	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Corporate Debt Securities [Member]
Available-for-sale securities (USD)	19,337	17,311
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| Asset-Backed Securities [Member]
Available-for-sale securities (USD)	16,186	17,210
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| US Treasury Securities [Member]
Available-for-sale securities (USD)	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 2 [Member] \| US States and Political Subdivisions Debt Securities [Member]
Available-for-sale securities (USD)	3,782	4,047
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member]
Cash and cash equivalents	0	0
Restricted cash and cash equivalents	0	0
Total financial assets		449
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Equity Securities [Member]
Marketable equity securities	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Corporate Debt Securities [Member]
Available-for-sale securities (USD)	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| Asset-Backed Securities [Member]
Available-for-sale securities (USD)	460	449
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| US Treasury Securities [Member]
Available-for-sale securities (USD)	0	0
Fair Value, Recurring [Member] \| Fair Value, Inputs, Level 3 [Member] \| US States and Political Subdivisions Debt Securities [Member]
Available-for-sale securities (USD)	$ 0	$ 0

Note 12 - Goodwill and Other Intangible Assets (Details Textual) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill and Intangible Asset Impairment, Total	$ 0

Note 12 - Goodwill and Other Intangible Assets - Activity Related to Goodwill By Segment (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2024 USD ($)
Goodwill, balance	$ 168,295
Goodwill, additions	1,395
Goodwill, balance	169,690
Inpatient Services Segment [Member]
Goodwill, balance	3,741
Goodwill, additions	1,395
Goodwill, balance	5,136
Homecare and Hospice Segment [Member]
Goodwill, balance	164,554
Goodwill, additions	0
Goodwill, balance	$ 164,554

Note 12 - Goodwill and Other Intangible Assets - Indefinite-lived Intangible Assets (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Indefinite-lived intangible assets	$ 19,805	$ 7,038
Trade Names [Member]
Indefinite-lived intangible assets	15,836	4,340
Certificates of Need [Member]
Indefinite-lived intangible assets	1,757	532
Licensing Agreements [Member]
Indefinite-lived intangible assets	$ 2,212	$ 2,166

Note 13 - Stock Repurchase Program (Details Textual) - Common Stock [Member] - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Stock Repurchased and Retired During Period, Shares (in shares)	133,151	44,349
Stock Repurchased and Retired During Period, Value	$ 13,502,000	$ 2,482,000

Note 14 - Stock-based Compensation (Details Textual) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount	$ 5,752,000		$ 5,752,000
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)			2 years
Salaries, Wages, and Benefits [Member]
Share-Based Payment Arrangement, Expense	$ 1,093,000	$ 708,000	$ 3,062,000	$ 2,119,000

Note 14 - Stock-based Compensation - Summary of Assumptions Used to Value Options Granted (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Risk–free interest rate	4.40%	4.52%
Expected volatility	24.10%	29.30%
Expected life (Year)	2 years 10 months 24 days	2 years 10 months 24 days
Expected dividend yield	2.63%	4.41%

Note 14 - Stock-based Compensation - Summary of Options Outstanding (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 $ / shares shares
Options outstanding, shares (in shares) \| shares	588,534	445,144
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 61.3	$ 66.62
Options granted, shares (in shares) \| shares	298,097	299,278
Options granted, weighted average exercise price (in dollars per share) \| $ / shares	$ 94.42	$ 54.44
Options exercised, shares (in shares) \| shares	(211,040)	(103,481)
Options exercised, weighted average exercise price (in dollars per share) \| $ / shares	$ 63.75	$ 64.72
Options cancelled, shares (in shares) \| shares	(33,202)	(52,407)
Options cancelled, weighted average exercise price (in dollars per share) \| $ / shares	$ 79.34	$ 60.58
Options outstanding, shares (in shares) \| shares	642,389	588,534
Options outstanding, weighted average exercise price (in dollars per share) \| $ / shares	$ 74.93	$ 61.3
Options outstanding, aggregate intrinsic value \| $	$ 32,658,000
Options exercisable, shares (in shares) \| shares	153,439
Options exercisable, weighted average exercise price (in dollars per share) \| $ / shares	$ 63.87
Options exercisable, aggregate intrinsic value \| $	$ 9,498,000

Note 14 - Stock-based Compensation - Options Outstanding by Exercise Price Range (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Options outstanding (in shares)	642,389	588,534	445,144
Options outstanding, weighted average exercise price (in dollars per share)	$ 74.93
Options outstanding, weighted average remaining contractual life (Year)	3 years 6 months
Exercise Price Range 1 [Member]
Options outstanding (in shares)	331,037
Options outstanding, exercise price, lower range (in dollars per share)	$ 53.94
Options outstanding, exercise price, upper range (in dollars per share)	69.19
Options outstanding, weighted average exercise price (in dollars per share)	$ 58.88
Options outstanding, weighted average remaining contractual life (Year)	3 years
Exercise Price Range 2 [Member]
Options outstanding (in shares)	311,352
Options outstanding, exercise price, lower range (in dollars per share)	$ 71.64
Options outstanding, exercise price, upper range (in dollars per share)	96.03
Options outstanding, weighted average exercise price (in dollars per share)	$ 92
Options outstanding, weighted average remaining contractual life (Year)	4 years 1 month 6 days

Note 15 - Long-term Debt (Details Textual) - Credit Facility [Member] - USD ($)	Aug. 01, 2024	Sep. 30, 2024
Line of Credit Facility, Maximum Borrowing Capacity	$ 200,000,000
Debt Instrument, Term (Year)	5 years
Line of Credit Facility, Commitment Fee Percentage	0.25%
Long-Term Line of Credit		$ 0
Minimum [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument, Basis Spread on Variable Rate	1.30%
Minimum [Member] \| Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.30%
Maximum [Member] \| Secured Overnight Financing Rate (SOFR) [Member]
Debt Instrument, Basis Spread on Variable Rate	1.65%
Maximum [Member] \| Base Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	0.65%
Term Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 150,000,000
Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 50,000,000

Note 15 - Long-term Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Credit facility, interest payable monthly	$ 147,000
Less current portion	(7,500)	$ 0
Total long-term debt	$ 139,500	$ 0
Credit Facility [Member]
Interest rate	6.80%
Credit facility, interest payable monthly	$ 147,000

Note 15 - Long-term Debt - Maturities of Long-term Debt (Details) $ in Millions	Sep. 30, 2024 USD ($)
2025	$ 7.5
2026	7.5
2027	7.5
2028	7.5
2029	117.0
Total	$ 147.0

Note 16 - Income Taxes (Details Textual)	3 Months Ended		9 Months Ended
Note 16 - Income Taxes (Details Textual)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Effective Income Tax Rate Reconciliation, Percent	26.40%	27.90%	26.30%	28.30%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent			21.00%	21.00%

Note 17 - Contingencies and Commitments (Details Textual) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Self Insurance Reserve	$ 110,204,000	$ 103,259,000

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