AGÕæÈ˹ٷ½

STOCK TITAN

[10-Q] National Healthcare Corp. Quarterly Earnings Report

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
10-Q
Rhea-AI Filing Summary

CoreWeave, Inc. (CRWV) Form 4 filing � 8 Aug 2025. SVP of Engineering Chen Goldberg reported the 5 Aug 2025 vesting and net settlement of restricted stock units (RSUs).

  • 150,000 Class A shares were issued upon RSU vesting (Code M).
  • 74,942 of those shares were immediately withheld by the company at $106.01 to satisfy tax obligations (Code F), leaving a net 75,058 newly-owned shares.
  • Following the transaction Goldberg now directly owns 75,058 Class A shares and retains derivative rights to â‰�589,240 unvested RSUs (450,000 from a prior grant plus new awards of 139,120 and 120 RSUs granted 13 Mar 2025).
  • RSU awards carry service-based schedules extending to 2026; some include performance conditions met at the company’s IPO and are not subject to expiration.

No open-market buying or selling occurred; activity was limited to vesting and tax withholding. The filing primarily confirms ongoing equity compensation and insider share ownership alignment rather than signaling a directional view on CRWV’s valuation.

CoreWeave, Inc. (CRWV) comunicazione Form 4 � 8 agosto 2025. Il SVP dell’Ingegneria Chen Goldberg ha riportato il vesting e il regolamento netto delle unità di azioni vincolate (RSU) avvenuti il 5 agosto 2025.

  • 150.000 azioni di Classe A sono state emesse a seguito del vesting delle RSU (Codice M).
  • 74.942 di queste azioni sono state immediatamente trattenute dall’azienda al prezzo di 106,01 $ per coprire le imposte dovute (Codice F), lasciando un netto di 75.058 azioni di nuova proprietà.
  • Dopo questa operazione, Goldberg possiede direttamente 75.058 azioni di Classe A e mantiene diritti derivati su circa 589.240 RSU non ancora maturate (450.000 da una precedente assegnazione più nuovi premi di 139.120 e 120 RSU concessi il 13 marzo 2025).
  • Le assegnazioni di RSU sono soggette a programmi di maturazione basati sul servizio che si estendono fino al 2026; alcune includono condizioni di performance soddisfatte durante l’IPO dell’azienda e non sono soggette a scadenza.

Non si sono verificate operazioni di acquisto o vendita sul mercato aperto; l’attività si è limitata al vesting e alla trattenuta fiscale. La comunicazione conferma principalmente la continuità della compensazione azionaria e l’allineamento della proprietà interna, senza indicare una posizione direzionale sul valore di CRWV.

CoreWeave, Inc. (CRWV) presentación del Formulario 4 � 8 de agosto de 2025. El SVP de Ingeniería Chen Goldberg reportó la consolidación y liquidación neta de unidades restringidas de acciones (RSUs) el 5 de agosto de 2025.

  • 150,000 acciones Clase A fueron emitidas tras la consolidación de las RSUs (Código M).
  • 74,942 de esas acciones fueron retenidas inmediatamente por la compañía a $106.01 para cubrir obligaciones fiscales (Código F), quedando un neto de 75,058 acciones nuevas en propiedad.
  • Tras la transacción, Goldberg posee directamente 75,058 acciones Clase A y mantiene derechos derivados sobre aproximadamente 589,240 RSUs no consolidadas (450,000 de una concesión previa más nuevas asignaciones de 139,120 y 120 RSUs otorgadas el 13 de marzo de 2025).
  • Las asignaciones de RSU tienen calendarios basados en servicio que se extienden hasta 2026; algunas incluyen condiciones de rendimiento cumplidas en la IPO de la compañía y no están sujetas a expiración.

No hubo compras ni ventas en el mercado abierto; la actividad se limitó a la consolidación y retención fiscal. La presentación confirma principalmente la continuidad de la compensación accionaria y la alineación de la propiedad interna, sin señalar una postura direccional sobre la valoración de CRWV.

CoreWeave, Inc. (CRWV) Form 4 제출 â€� 2025ë…� 8ì›� 8ì�. 엔지니어ë§� SVPì� Chen Goldbergê°€ 2025ë…� 8ì›� 5ì� 제한 ì£¼ì‹ ë‹¨ìœ„(RSU)ì� 권리 ì·¨ë“ ë°� ìˆ� ì •ì‚°ì� 보고했습니다.

  • 150,000 í´ëž˜ìŠ� A 주ì‹ì� RSU 권리 ì·¨ë“ì—� ë”°ë¼ ë°œí–‰ë˜ì—ˆìŠµë‹ˆë‹� (코드 M).
  • ì� ì¤� 74,942 주는 세금 ì˜ë¬´ë¥� 충족하기 위해 회사가 즉시 주당 $106.01ì—� ì›ì²œì§•수하였으며 (코드 F), ê²°ê³¼ì ìœ¼ë¡� ìˆ� 75,058ì£� ì‹ ê·œ 보유가 남았습니ë‹�.
  • 거래 í›� GoldbergëŠ� ì§ì ‘ 75,058 í´ëž˜ìŠ� A 주ì‹ì� 보유하고 있으ë©�, ì´ì „ 부여분 450,000주와 2025ë…� 3ì›� 13ì� ë¶€ì—¬ëœ 139,120ì£� ë°� 120ì£¼ì˜ ì‹ ê·œ RSUë¥� í¬í•¨í•˜ì—¬ ì•� 589,240ì£� 미권ë¦� RSUì—� 대í•� íŒŒìƒ ê¶Œë¦¬ë¥� 유지합니ë‹�.
  • RSU 부여는 2026년까지 서비ìŠ� 기반 ìŠ¤ì¼€ì¤„ì„ ë”°ë¥´ë©�, ì¼ë¶€ëŠ� 회사 IPO ì‹� 충족ë� 성과 ì¡°ê±´ì� í¬í•¨í•˜ì—¬ 만료ë˜ì§€ 않습니다.

공개 시장ì—서ì� 매매ëŠ� 없었으며, 활ë™ì€ 권리 ì·¨ë“ê³� 세금 ì›ì²œì§•수ì—� 국한ë˜ì—ˆìŠµë‹ˆë‹�. ì´ë²ˆ ì œì¶œì€ CRWVì� ê°€ì¹˜ì— ëŒ€í•� ë°©í–¥ì„� 신호보다ëŠ� ì§€ì†ì ì� ì£¼ì‹ ë³´ìƒ ë°� ë‚´ë¶€ìž� ì§€ë¶� ì •ë ¬ì� 확ì¸í•˜ëŠ” 내용입니ë‹�.

CoreWeave, Inc. (CRWV) dépôt Formulaire 4 � 8 août 2025. Le SVP Engineering Chen Goldberg a déclaré l'acquisition et le règlement net des unités d'actions restreintes (RSU) au 5 août 2025.

  • 150 000 actions de classe A ont été émises lors de l'acquisition des RSU (Code M).
  • 74 942 de ces actions ont été immédiatement retenues par la société au prix de 106,01 $ pour couvrir les obligations fiscales (Code F), laissant un net de 75 058 actions nouvellement détenues.
  • Suite à cette opération, Goldberg détient directement 75 058 actions de classe A et conserve des droits dérivés sur environ 589 240 RSU non acquises (450 000 d'une attribution antérieure plus de nouvelles attributions de 139 120 et 120 RSU accordées le 13 mars 2025).
  • Les attributions de RSU suivent des calendriers basés sur le service jusqu'en 2026 ; certaines incluent des conditions de performance remplies lors de l’introduction en bourse et ne sont pas sujettes à expiration.

Aucun achat ni vente sur le marché ouvert n'a eu lieu ; l'activité s'est limitée à l'acquisition et à la retenue fiscale. Le dépôt confirme principalement la continuité de la rémunération en actions et l'alignement de la propriété des initiés, sans indiquer de position directionnelle sur la valorisation de CRWV.

CoreWeave, Inc. (CRWV) Form 4 Einreichung � 8. August 2025. Der SVP Engineering Chen Goldberg meldete die Vesting- und Nettosettlement-Transaktion von Restricted Stock Units (RSUs) am 5. August 2025.

  • 150.000 Class-A-Aktien wurden bei Vesting der RSUs ausgegeben (Code M).
  • 74.942 dieser Aktien wurden vom Unternehmen sofort zum Preis von 106,01 $ einbehalten, um Steuerverpflichtungen zu erfüllen (Code F), was zu 75.058 neu erworbenen Aktien netto ´Úü³ó°ù³Ù±ð.
  • Nach der Transaktion besitzt Goldberg direkt 75.058 Class-A-Aktien und behält derivative Rechte an etwa 589.240 unverfallbaren RSUs (450.000 aus einer früheren Zuteilung plus neue Awards von 139.120 und 120 RSUs, vergeben am 13. März 2025).
  • Die RSU-Zuteilungen unterliegen dienstbasierten Zeitplänen bis 2026; einige enthalten Leistungsbedingungen, die beim Börsengang erfüllt wurden und sind nicht verfallbar.

Es fanden keine Käufe oder Verkäufe am offenen Markt statt; die Aktivität beschränkte sich auf Vesting und Steuerabzug. Die Einreichung bestätigt hauptsächlich die fortlaufende Aktienvergütung und die Ausrichtung der Insider-Beteiligung, ohne eine richtungsweisende Bewertung von CRWV zu signalisieren.

Positive
  • Insider retains 75,058 shares after tax withholding, increasing direct stake and aligning incentives with shareholders.
  • 589,240 RSUs remain outstanding, providing long-term retention and performance alignment for senior management.
Negative
  • 74,942 shares withheld at $106.01 reduced immediate public float and could be perceived as implicit share disposal, though tax-related.

Insights

TL;DR: Routine RSU vesting, no market sale; ownership now 75k shares plus 589k RSUs.

The filing is mechanically driven. Code M indicates automatic conversion of RSUs from the 2021 grant; Code F covers statutory withholding, not discretionary selling, so there is no bearish signal. Goldberg’s aggregate equity exposure remains high—about 664k shares (vested + unvested)—aligning incentives with public shareholders post-IPO. Because shares were withheld at the prevailing price, there is no direct cash outflow from the company nor open-market pressure on CRWV stock.

TL;DR: Standard insider compensation event; neutral governance impact.

The use of net settlement with share withholding is common for newly public issuers and prevents insider sales blackout issues. The sizable residual RSU pool ensures long-term retention. No red flags appear: vesting schedules are service-based and performance-based conditions were met during the IPO, aligning with typical tech-sector practice. Impact on float is minimal and disclosure is compliant with Section 16(a).

CoreWeave, Inc. (CRWV) comunicazione Form 4 � 8 agosto 2025. Il SVP dell’Ingegneria Chen Goldberg ha riportato il vesting e il regolamento netto delle unità di azioni vincolate (RSU) avvenuti il 5 agosto 2025.

  • 150.000 azioni di Classe A sono state emesse a seguito del vesting delle RSU (Codice M).
  • 74.942 di queste azioni sono state immediatamente trattenute dall’azienda al prezzo di 106,01 $ per coprire le imposte dovute (Codice F), lasciando un netto di 75.058 azioni di nuova proprietà.
  • Dopo questa operazione, Goldberg possiede direttamente 75.058 azioni di Classe A e mantiene diritti derivati su circa 589.240 RSU non ancora maturate (450.000 da una precedente assegnazione più nuovi premi di 139.120 e 120 RSU concessi il 13 marzo 2025).
  • Le assegnazioni di RSU sono soggette a programmi di maturazione basati sul servizio che si estendono fino al 2026; alcune includono condizioni di performance soddisfatte durante l’IPO dell’azienda e non sono soggette a scadenza.

Non si sono verificate operazioni di acquisto o vendita sul mercato aperto; l’attività si è limitata al vesting e alla trattenuta fiscale. La comunicazione conferma principalmente la continuità della compensazione azionaria e l’allineamento della proprietà interna, senza indicare una posizione direzionale sul valore di CRWV.

CoreWeave, Inc. (CRWV) presentación del Formulario 4 � 8 de agosto de 2025. El SVP de Ingeniería Chen Goldberg reportó la consolidación y liquidación neta de unidades restringidas de acciones (RSUs) el 5 de agosto de 2025.

  • 150,000 acciones Clase A fueron emitidas tras la consolidación de las RSUs (Código M).
  • 74,942 de esas acciones fueron retenidas inmediatamente por la compañía a $106.01 para cubrir obligaciones fiscales (Código F), quedando un neto de 75,058 acciones nuevas en propiedad.
  • Tras la transacción, Goldberg posee directamente 75,058 acciones Clase A y mantiene derechos derivados sobre aproximadamente 589,240 RSUs no consolidadas (450,000 de una concesión previa más nuevas asignaciones de 139,120 y 120 RSUs otorgadas el 13 de marzo de 2025).
  • Las asignaciones de RSU tienen calendarios basados en servicio que se extienden hasta 2026; algunas incluyen condiciones de rendimiento cumplidas en la IPO de la compañía y no están sujetas a expiración.

No hubo compras ni ventas en el mercado abierto; la actividad se limitó a la consolidación y retención fiscal. La presentación confirma principalmente la continuidad de la compensación accionaria y la alineación de la propiedad interna, sin señalar una postura direccional sobre la valoración de CRWV.

CoreWeave, Inc. (CRWV) Form 4 제출 â€� 2025ë…� 8ì›� 8ì�. 엔지니어ë§� SVPì� Chen Goldbergê°€ 2025ë…� 8ì›� 5ì� 제한 ì£¼ì‹ ë‹¨ìœ„(RSU)ì� 권리 ì·¨ë“ ë°� ìˆ� ì •ì‚°ì� 보고했습니다.

  • 150,000 í´ëž˜ìŠ� A 주ì‹ì� RSU 권리 ì·¨ë“ì—� ë”°ë¼ ë°œí–‰ë˜ì—ˆìŠµë‹ˆë‹� (코드 M).
  • ì� ì¤� 74,942 주는 세금 ì˜ë¬´ë¥� 충족하기 위해 회사가 즉시 주당 $106.01ì—� ì›ì²œì§•수하였으며 (코드 F), ê²°ê³¼ì ìœ¼ë¡� ìˆ� 75,058ì£� ì‹ ê·œ 보유가 남았습니ë‹�.
  • 거래 í›� GoldbergëŠ� ì§ì ‘ 75,058 í´ëž˜ìŠ� A 주ì‹ì� 보유하고 있으ë©�, ì´ì „ 부여분 450,000주와 2025ë…� 3ì›� 13ì� ë¶€ì—¬ëœ 139,120ì£� ë°� 120ì£¼ì˜ ì‹ ê·œ RSUë¥� í¬í•¨í•˜ì—¬ ì•� 589,240ì£� 미권ë¦� RSUì—� 대í•� íŒŒìƒ ê¶Œë¦¬ë¥� 유지합니ë‹�.
  • RSU 부여는 2026년까지 서비ìŠ� 기반 ìŠ¤ì¼€ì¤„ì„ ë”°ë¥´ë©�, ì¼ë¶€ëŠ� 회사 IPO ì‹� 충족ë� 성과 ì¡°ê±´ì� í¬í•¨í•˜ì—¬ 만료ë˜ì§€ 않습니다.

공개 시장ì—서ì� 매매ëŠ� 없었으며, 활ë™ì€ 권리 ì·¨ë“ê³� 세금 ì›ì²œì§•수ì—� 국한ë˜ì—ˆìŠµë‹ˆë‹�. ì´ë²ˆ ì œì¶œì€ CRWVì� ê°€ì¹˜ì— ëŒ€í•� ë°©í–¥ì„� 신호보다ëŠ� ì§€ì†ì ì� ì£¼ì‹ ë³´ìƒ ë°� ë‚´ë¶€ìž� ì§€ë¶� ì •ë ¬ì� 확ì¸í•˜ëŠ” 내용입니ë‹�.

CoreWeave, Inc. (CRWV) dépôt Formulaire 4 � 8 août 2025. Le SVP Engineering Chen Goldberg a déclaré l'acquisition et le règlement net des unités d'actions restreintes (RSU) au 5 août 2025.

  • 150 000 actions de classe A ont été émises lors de l'acquisition des RSU (Code M).
  • 74 942 de ces actions ont été immédiatement retenues par la société au prix de 106,01 $ pour couvrir les obligations fiscales (Code F), laissant un net de 75 058 actions nouvellement détenues.
  • Suite à cette opération, Goldberg détient directement 75 058 actions de classe A et conserve des droits dérivés sur environ 589 240 RSU non acquises (450 000 d'une attribution antérieure plus de nouvelles attributions de 139 120 et 120 RSU accordées le 13 mars 2025).
  • Les attributions de RSU suivent des calendriers basés sur le service jusqu'en 2026 ; certaines incluent des conditions de performance remplies lors de l’introduction en bourse et ne sont pas sujettes à expiration.

Aucun achat ni vente sur le marché ouvert n'a eu lieu ; l'activité s'est limitée à l'acquisition et à la retenue fiscale. Le dépôt confirme principalement la continuité de la rémunération en actions et l'alignement de la propriété des initiés, sans indiquer de position directionnelle sur la valorisation de CRWV.

CoreWeave, Inc. (CRWV) Form 4 Einreichung � 8. August 2025. Der SVP Engineering Chen Goldberg meldete die Vesting- und Nettosettlement-Transaktion von Restricted Stock Units (RSUs) am 5. August 2025.

  • 150.000 Class-A-Aktien wurden bei Vesting der RSUs ausgegeben (Code M).
  • 74.942 dieser Aktien wurden vom Unternehmen sofort zum Preis von 106,01 $ einbehalten, um Steuerverpflichtungen zu erfüllen (Code F), was zu 75.058 neu erworbenen Aktien netto ´Úü³ó°ù³Ù±ð.
  • Nach der Transaktion besitzt Goldberg direkt 75.058 Class-A-Aktien und behält derivative Rechte an etwa 589.240 unverfallbaren RSUs (450.000 aus einer früheren Zuteilung plus neue Awards von 139.120 und 120 RSUs, vergeben am 13. März 2025).
  • Die RSU-Zuteilungen unterliegen dienstbasierten Zeitplänen bis 2026; einige enthalten Leistungsbedingungen, die beim Börsengang erfüllt wurden und sind nicht verfallbar.

Es fanden keine Käufe oder Verkäufe am offenen Markt statt; die Aktivität beschränkte sich auf Vesting und Steuerabzug. Die Einreichung bestätigt hauptsächlich die fortlaufende Aktienvergütung und die Ausrichtung der Insider-Beteiligung, ohne eine richtungsweisende Bewertung von CRWV zu signalisieren.

0001047335 NATIONAL HEALTHCARE CORP false --12-31 Q2 2025 0.01 0.01 45,000,000 45,000,000 15,499,173 15,499,173 15,450,003 15,450,003 0.61 0.64 0.59 0.61 3 2 2 15 1,474,000 616 2 2 5 3 4 269,351 233,486 0 0 800 0 0 806 0 2 53.94 90.62 833,190 21 5.8 5 0.30 0.65 false false false false 00010473352025-01-012025-06-30 xbrli:shares 00010473352025-08-04 thunderdome:item iso4217:USD 00010473352025-04-012025-06-30 00010473352024-04-012024-06-30 00010473352024-01-012024-06-30 iso4217:USDxbrli:shares 00010473352025-06-30 00010473352024-12-31 00010473352023-12-31 00010473352024-06-30 0001047335us-gaap:CommonStockMember2024-12-31 0001047335us-gaap:AdditionalPaidInCapitalMember2024-12-31 0001047335us-gaap:RetainedEarningsMember2024-12-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-31 0001047335us-gaap:NoncontrollingInterestMember2024-12-31 0001047335us-gaap:CommonStockMember2025-01-012025-03-31 0001047335us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-31 0001047335us-gaap:RetainedEarningsMember2025-01-012025-03-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-31 0001047335us-gaap:NoncontrollingInterestMember2025-01-012025-03-31 00010473352025-01-012025-03-31 0001047335us-gaap:CommonStockMember2025-03-31 0001047335us-gaap:AdditionalPaidInCapitalMember2025-03-31 0001047335us-gaap:RetainedEarningsMember2025-03-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-31 0001047335us-gaap:NoncontrollingInterestMember2025-03-31 00010473352025-03-31 0001047335us-gaap:CommonStockMember2025-04-012025-06-30 0001047335us-gaap:AdditionalPaidInCapitalMember2025-04-012025-06-30 0001047335us-gaap:RetainedEarningsMember2025-04-012025-06-30 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-04-012025-06-30 0001047335us-gaap:NoncontrollingInterestMember2025-04-012025-06-30 0001047335us-gaap:CommonStockMember2025-06-30 0001047335us-gaap:AdditionalPaidInCapitalMember2025-06-30 0001047335us-gaap:RetainedEarningsMember2025-06-30 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-06-30 0001047335us-gaap:NoncontrollingInterestMember2025-06-30 0001047335us-gaap:CommonStockMember2023-12-31 0001047335us-gaap:AdditionalPaidInCapitalMember2023-12-31 0001047335us-gaap:RetainedEarningsMember2023-12-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-31 0001047335us-gaap:NoncontrollingInterestMember2023-12-31 0001047335us-gaap:CommonStockMember2024-01-012024-03-31 0001047335us-gaap:AdditionalPaidInCapitalMember2024-01-012024-03-31 0001047335us-gaap:RetainedEarningsMember2024-01-012024-03-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-03-31 0001047335us-gaap:NoncontrollingInterestMember2024-01-012024-03-31 00010473352024-01-012024-03-31 0001047335us-gaap:CommonStockMember2024-03-31 0001047335us-gaap:AdditionalPaidInCapitalMember2024-03-31 0001047335us-gaap:RetainedEarningsMember2024-03-31 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-03-31 0001047335us-gaap:NoncontrollingInterestMember2024-03-31 00010473352024-03-31 0001047335us-gaap:CommonStockMember2024-04-012024-06-30 0001047335us-gaap:AdditionalPaidInCapitalMember2024-04-012024-06-30 0001047335us-gaap:RetainedEarningsMember2024-04-012024-06-30 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-04-012024-06-30 0001047335us-gaap:NoncontrollingInterestMember2024-04-012024-06-30 0001047335us-gaap:CommonStockMember2024-06-30 0001047335us-gaap:AdditionalPaidInCapitalMember2024-06-30 0001047335us-gaap:RetainedEarningsMember2024-06-30 0001047335us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-06-30 0001047335us-gaap:NoncontrollingInterestMember2024-06-30 xbrli:pure 00010473352025-01-122025-06-30 0001047335us-gaap:DisposalGroupDisposedOfByMeansOtherThanSaleNotDiscontinuedOperationsExchangeMemberus-gaap:LandMember2025-06-30 0001047335us-gaap:DisposalGroupDisposedOfByMeansOtherThanSaleNotDiscontinuedOperationsExchangeMemberus-gaap:LandMember2025-01-012025-06-30 utr:Y 0001047335srt:MinimumMember2025-06-30 0001047335srt:MaximumMember2025-06-30 0001047335us-gaap:BuildingAndBuildingImprovementsMembersrt:MinimumMember2025-06-30 0001047335us-gaap:BuildingAndBuildingImprovementsMembersrt:MaximumMember2025-06-30 0001047335nhc:EquipmentAndFurnitureMembersrt:MinimumMember2025-06-30 0001047335nhc:EquipmentAndFurnitureMembersrt:MaximumMember2025-06-30 0001047335nhc:MultiFamilyDevelopmentInvestmentsMemberstpr:TN2025-06-30 0001047335nhc:InpatientServicesMember2025-04-012025-06-30 0001047335nhc:InpatientServicesMember2024-04-012024-06-30 0001047335nhc:InpatientServicesMember2025-01-012025-06-30 0001047335nhc:InpatientServicesMember2024-01-012024-06-30 0001047335nhc:HomecareAndHospiceMember2025-04-012025-06-30 0001047335nhc:HomecareAndHospiceMember2024-04-012024-06-30 0001047335nhc:HomecareAndHospiceMember2025-01-012025-06-30 0001047335nhc:HomecareAndHospiceMember2024-01-012024-06-30 0001047335nhc:MedicareMember2025-04-012025-06-30 0001047335nhc:MedicareMember2024-04-012024-06-30 0001047335nhc:MedicareMember2025-01-012025-06-30 0001047335nhc:MedicareMember2024-01-012024-06-30 0001047335nhc:ManagedCareMember2025-04-012025-06-30 0001047335nhc:ManagedCareMember2024-04-012024-06-30 0001047335nhc:ManagedCareMember2025-01-012025-06-30 0001047335nhc:ManagedCareMember2024-01-012024-06-30 0001047335nhc:MedicaidMember2025-04-012025-06-30 0001047335nhc:MedicaidMember2024-04-012024-06-30 0001047335nhc:MedicaidMember2025-01-012025-06-30 0001047335nhc:MedicaidMember2024-01-012024-06-30 0001047335nhc:PrivatePayAndOtherMember2025-04-012025-06-30 0001047335nhc:PrivatePayAndOtherMember2024-04-012024-06-30 0001047335nhc:PrivatePayAndOtherMember2025-01-012025-06-30 0001047335nhc:PrivatePayAndOtherMember2024-01-012024-06-30 0001047335nhc:MedicaidMember2025-04-012025-06-30 0001047335nhc:MedicaidMember2024-04-012024-06-30 0001047335nhc:MedicaidMember2025-01-012025-06-30 0001047335nhc:MedicaidMember2024-01-012024-06-30 0001047335nhc:MedicareAndMedicaidMember2025-06-30 0001047335nhc:MedicareAndMedicaidMember2024-12-31 0001047335stpr:FL2025-06-30 0001047335nhc:NationalMember2025-06-30 0001047335nhc:NationalMember2025-04-012025-06-30 0001047335nhc:NationalMember2024-04-012024-06-30 0001047335nhc:NationalMember2025-01-012025-06-30 0001047335nhc:NationalMember2024-01-012024-06-30 0001047335nhc:WorkersCompensationRevenueMember2025-04-012025-06-30 0001047335nhc:WorkersCompensationRevenueMember2024-04-012024-06-30 0001047335nhc:WorkersCompensationRevenueMember2025-01-012025-06-30 0001047335nhc:WorkersCompensationRevenueMember2024-01-012024-06-30 0001047335us-gaap:ProfessionalLiabilityInsuranceMember2025-04-012025-06-30 0001047335us-gaap:ProfessionalLiabilityInsuranceMember2024-04-012024-06-30 0001047335us-gaap:ProfessionalLiabilityInsuranceMember2025-01-012025-06-30 0001047335us-gaap:ProfessionalLiabilityInsuranceMember2024-01-012024-06-30 0001047335nhc:HomecareAgencyInNashvilleTennesseeMember2024-12-31 00010473352024-01-012024-01-31 0001047335us-gaap:OperatingSegmentsMembernhc:InpatientServicesSegmentMember2025-04-012025-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:HomecareServicesSegmentMember2025-04-012025-06-30 0001047335us-gaap:CorporateNonSegmentMember2025-04-012025-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:InpatientServicesSegmentMember2024-04-012024-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:HomecareServicesSegmentMember2024-04-012024-06-30 0001047335us-gaap:CorporateNonSegmentMember2024-04-012024-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:InpatientServicesSegmentMember2025-01-012025-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:HomecareServicesSegmentMember2025-01-012025-06-30 0001047335us-gaap:CorporateNonSegmentMember2025-01-012025-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:InpatientServicesSegmentMember2024-01-012024-06-30 0001047335us-gaap:OperatingSegmentsMembernhc:HomecareServicesSegmentMember2024-01-012024-06-30 0001047335us-gaap:CorporateNonSegmentMember2024-01-012024-06-30 0001047335nhc:NHILeaseAgreementMember2025-06-30 0001047335nhc:NHILeaseAgreementMember2025-04-012025-06-30 0001047335nhc:NHILeaseAgreementMember2024-04-012024-06-30 0001047335nhc:NHILeaseAgreementMember2025-01-012025-06-30 0001047335nhc:NHILeaseAgreementMember2024-01-012024-06-30 0001047335us-gaap:EmployeeStockOptionMember2025-04-012025-06-30 0001047335us-gaap:EmployeeStockOptionMember2025-01-012025-06-30 0001047335us-gaap:EmployeeStockOptionMember2024-04-012024-06-30 0001047335us-gaap:EmployeeStockOptionMember2024-01-012024-06-30 0001047335us-gaap:EquitySecuritiesMember2025-06-30 0001047335us-gaap:EquitySecuritiesMember2024-12-31 0001047335us-gaap:CorporateDebtSecuritiesMember2025-06-30 0001047335us-gaap:CorporateDebtSecuritiesMember2024-12-31 0001047335us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember2025-06-30 0001047335us-gaap:USGovernmentCorporationsAndAgenciesSecuritiesMember2024-12-31 0001047335us-gaap:USStatesAndPoliticalSubdivisionsMember2025-06-30 0001047335us-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-31 0001047335nhc:NHICommonStockMember2025-06-30 0001047335nhc:NHICommonStockMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-06-30 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-06-30 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2025-06-30 0001047335us-gaap:FairValueMeasurementsRecurringMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:EquitySecuritiesMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:CorporateDebtSecuritiesMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:AssetBackedSecuritiesMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USTreasurySecuritiesMember2024-12-31 0001047335us-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-31 0001047335us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-31 0001047335us-gaap:FairValueInputsLevel2Memberus-gaap:FairValueMeasurementsRecurringMemberus-gaap:USStatesAndPoliticalSubdivisionsMember2024-12-31 0001047335nhc:InpatientServicesSegmentMember2024-12-31 0001047335nhc:HomecareAndHospiceSegmentMember2024-12-31 0001047335us-gaap:AllOtherSegmentsMember2024-12-31 0001047335nhc:InpatientServicesSegmentMember2025-01-012025-06-30 0001047335nhc:HomecareAndHospiceSegmentMember2025-01-012025-06-30 0001047335us-gaap:AllOtherSegmentsMember2025-01-012025-06-30 0001047335nhc:InpatientServicesSegmentMember2025-06-30 0001047335nhc:HomecareAndHospiceSegmentMember2025-06-30 0001047335us-gaap:AllOtherSegmentsMember2025-06-30 0001047335us-gaap:TradeNamesMember2025-06-30 0001047335us-gaap:TradeNamesMember2024-12-31 0001047335nhc:CertificatesOfNeedMember2025-06-30 0001047335nhc:CertificatesOfNeedMember2024-12-31 0001047335us-gaap:LicensingAgreementsMember2025-06-30 0001047335us-gaap:LicensingAgreementsMember2024-12-31 0001047335us-gaap:CommonStockMember2025-01-012025-06-30 0001047335us-gaap:CommonStockMember2024-01-012024-06-30 0001047335nhc:SalariesWagesAndBenefitsMember2025-04-012025-06-30 0001047335nhc:SalariesWagesAndBenefitsMember2024-04-012024-06-30 0001047335nhc:SalariesWagesAndBenefitsMember2025-01-012025-06-30 0001047335nhc:SalariesWagesAndBenefitsMember2024-01-012024-06-30 00010473352024-01-012024-12-31 0001047335nhc:ExercisePriceRange1Member2025-06-30 0001047335nhc:ExercisePriceRange1Member2025-01-012025-06-30 0001047335nhc:ExercisePriceRange2Member2025-06-30 0001047335nhc:ExercisePriceRange2Member2025-01-012025-06-30 0001047335nhc:CreditFacilityMember2025-06-30 0001047335nhc:CreditFacilityMember2024-12-31 0001047335nhc:CreditFacilityMember2024-08-01 0001047335nhc:CreditFacilityMember2024-08-012024-08-01 0001047335nhc:TermFacilityMembernhc:CreditFacilityMember2024-08-01 0001047335us-gaap:RevolvingCreditFacilityMembernhc:CreditFacilityMember2024-08-01 0001047335nhc:CreditFacilityMembersrt:MinimumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-08-012024-08-01 0001047335nhc:CreditFacilityMembersrt:MaximumMemberus-gaap:SecuredOvernightFinancingRateSofrMember2024-08-012024-08-01 0001047335nhc:CreditFacilityMembersrt:MinimumMemberus-gaap:BaseRateMember2024-08-012024-08-01 0001047335nhc:CreditFacilityMembersrt:MaximumMemberus-gaap:BaseRateMember2024-08-012024-08-01
 
 

Table of Contents



 

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 June 30, 2025

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

 
nhc01.jpg
 

(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) 8902020

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 ☒

 

15,500,911 shares of common stock of the registrant were outstanding as of August 4, 2025.

 



 

1

 

 

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

38

     

Item 4.

Controls and Procedures

39

 

PART II. OTHER INFORMATION

 

Item 1.

Legal Proceedings

39

     

Item 1A

Risk Factors

39

     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

39

     

Item 3.

Defaults Upon Senior Securities

39

     

Item 4.

Mine Safety Disclosures

39

     

Item 5.

Other Information

39

     

Item 6.

Exhibits

40

 

2

 

 

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

June 30

  

Six Months Ended

June 30

 
  

2025

  

2024

  

2025

  

2024

 
                 

Revenues:

                

Net patient revenues

 $363,349  $279,918  $724,956  $565,741 

Other revenues

  11,561   11,295   23,651   22,648 

Government stimulus income

  -   9,445   -   9,445 

Net operating revenues and grant income

  374,910   300,658   748,607   597,834 
                 

Cost and expenses:

                

Salaries, wages, and benefits

  226,534   180,076   454,664   363,214 

Other operating

  91,943   78,154   184,400   155,583 

Facility rent

  11,328   10,570   22,693   20,918 

Depreciation and amortization

  11,015   9,338   21,993   19,924 

Total costs and expenses

  340,820   278,138   683,750   559,639 
                 

Income from operations

  34,090   22,520   64,857   38,195 
                 

Other income (expense):

                

Non–operating income

  5,132   4,956   9,211   10,641 

Interest expense

  (1,993)  -   (4,099)  (46)

Unrealized gains/(losses) on marketable equity securities

  (5,061)  9,124   5,921   23,523 
                 

Income before income taxes

  32,168   36,600   75,890   72,313 

Income tax provision

  (8,055)  (9,494)  (19,487)  (18,956)

Net income

  24,113   27,106   56,403   53,357 

Net income attributable to noncontrolling interest

  (391)  (262)  (476)  (300)
                 

Net income attributable to National HealthCare Corporation

 $23,722  $26,844  $55,927  $53,057 
                 

Earnings per share attributable to National HealthCare Corporation stockholders:

                

Basic

 $1.53  $1.74  $3.62  $3.45 

Diluted

 $1.52  $1.73  $3.59  $3.42 
                 

Weighted average common shares outstanding:

             

Basic

  15,462,135   15,391,535   15,450,286   15,371,150 

Diluted

  15,599,638   15,555,612   15,587,783   15,530,624 
                 

Dividends declared per common share

 $0.64  $0.61  $1.25  $1.20 

 

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

 

3

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Comprehensive Income

(unaudited in thousands)

 

  

Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2025

  

2024

  

2025

  

2024

 
                 

Net income

 $24,113  $27,106  $56,403  $53,357 
                 

Other comprehensive income:

                

Unrealized gains/(losses) on investments in marketable debt securities

  1,081   30   2,675   (442)

Reclassification adjustment for realized losses on sales of marketable debt securities

  652   1,398   652   1,388 

Income tax expense related to items of other comprehensive income

  (291)  (296)  (495)  (251)

Other comprehensive income, net of tax

  1,442   1,132   2,832   695 
                 

Net income attributable to noncontrolling interest

  (391)  (262)  (476)  (300)
                 

Comprehensive income attributable to National HealthCare Corporation

 $25,164  $27,976  $58,759  $53,752 

 

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

 

4

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets

(in thousands)

 

  

June 30,

2025

  

December 31,

2024

 
  

unaudited

     

Assets

        

Current Assets:

        

Cash and cash equivalents

 $110,992  $76,121 

Restricted cash and cash equivalents, current portion

  18,155   19,568 

Marketable equity securities

  146,636   140,064 

Restricted marketable equity securities

  16,269   23,190 

Restricted marketable debt securities, current portion

  13,854   11,529 

Accounts receivable

  142,061   135,325 

Inventories

  7,892   9,039 

Prepaid expenses and other assets

  7,368   9,572 

Total current assets

  463,227   424,408 
         

Property and Equipment:

        

Property and equipment, at cost

  1,295,976   1,281,736 

Accumulated depreciation and amortization

  (619,357)  (597,447)

Net property and equipment

  676,619   684,289 
         

Other Assets:

        

Restricted cash and cash equivalents, less current portion

  1,215   1,233 

Restricted marketable debt securities, less current portion

  119,847   108,275 

Deposits and other assets

  10,599   8,837 

Operating lease right-of-use assets

  63,663   79,167 

Goodwill

  170,478   170,478 

Intangible assets

  19,864   19,864 

Investments in unconsolidated companies

  36,708   27,878 

Total other assets

  422,374   415,732 

Total assets

 $1,562,220  $1,524,429 

 

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

 

5

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Balance Sheets (continued)

(in thousands, except share and per share amounts)

 

  

June 30,

2025

  

December 31,

2024

 
  

unaudited

     

Liabilities and Stockholders Equity

        

Current Liabilities:

        

Trade accounts payable

 $21,279  $25,493 

Operating lease liabilities, current portion

  32,729   31,841 

Accrued payroll

  111,644   92,719 

Amounts due to third party payors

  15,160   15,351 

Accrued risk reserves, current portion

  32,008   31,096 

Other current liabilities

  38,506   21,377 

Dividends payable

  9,919   9,420 

Long-term debt, current portion

  7,500   7,500 

Total current liabilities

  268,745   234,797 
         

Long-term debt

  102,500   129,500 

Operating lease liabilities, less current portion

  29,884   45,925 

Accrued risk reserves, less current portion

  76,974   72,520 

Refundable entrance fees

  6,107   6,063 

Deferred income taxes

  34,639   35,550 

Other noncurrent liabilities

  17,988   16,911 

Total liabilities

  536,837   541,266 
         

Equity:

        

Common stock, $.01 par value; 45,000,000 shares authorized; 15,499,173 and 15,450,003 shares, respectively, issued and outstanding

  154   154 

Capital in excess of par value

  234,868   232,530 

Retained earnings

  788,767   752,193 

Accumulated other comprehensive loss

  (1,884)  (4,716)

Total National HealthCare Corporation stockholders’ equity

  1,021,905   980,161 

Noncontrolling interest

  3,478   3,002 

Total equity

  1,025,383   983,163 

Total liabilities and equity

 $1,562,220  $1,524,429 

 

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

 

6

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Cash Flows

(unaudited in thousands)

 

  

Six Months Ended

June 30

 
  

2025

  

2024

 

Cash Flows From Operating Activities:

        

Net income

 $56,403  $53,357 

Adjustments to reconcile net income to net cash provided by operating activities:

        

Depreciation and amortization

  21,993   19,924 

Equity in earnings of unconsolidated investments

  (616)  (651)

Distributions from unconsolidated investments

  616   512 

Unrealized gains on marketable equity securities

  (5,921)  (23,523)

AGÕæÈ˹ٷ½ized gains on sale of marketable securities

  (480)  (350)

Gain on sale of unconsolidated company

  -   (1,024)

Gain on sale of property and equipment

  (3,606)  - 

Deferred income taxes

  (1,406)  6,041 

Stock–based compensation

  2,260   1,969 

Changes in operating assets and liabilities:

        

Accounts receivable

  (6,736)  (842)

Inventories

  1,147   754 

Prepaid expenses and other assets

  (23)  4,489 

Operating lease obligations

  351   120 

Trade accounts payable

  (4,214)  2,588 

Accrued payroll

  18,925   (1,873)

Amounts due to third party payors

  (191)  (151)

Accrued risk reserves

  5,366   5,995 

Other current liabilities

  17,129   1,300 

Other noncurrent liabilities

  1,077   (8,328)

Net cash provided by operating activities

  102,074   60,307 

Cash Flows From Investing Activities:

        

Purchases of property and equipment

  (16,341)  (13,788)

Proceeds from the sale of unconsolidated company

  -   2,100 

Collections of (investments in) notes receivable

  465   (210)

Investments in unconsolidated companies

  (3,205)  (4,856)

Purchases of marketable securities

  (47,276)  (18,898)

Proceeds from sale of marketable securities

  43,455   34,662 

Net cash used in investing activities

  (22,902)  (990)

Cash Flows From Financing Activities:

        

Repayments under credit facility

  (27,000)  - 

Principal payments under finance lease obligations

  -   (860)

Dividends paid to common stockholders

  (18,854)  (18,137)

Issuance of common shares

  6,462   11,239 

Repurchase of common shares

  (6,384)  (11,402)

Entrance fee deposits (refunds)

  44   (520)

Net cash used in financing activities

  (45,732)  (19,680)

Net Increase in Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

  33,440   39,637 

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Beginning of Period

  96,922   125,968 

Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, End of Period

 $130,362  $165,605 
         

Balance Sheet Classifications:

        

Cash and cash equivalents

 $110,992  $136,214 

Restricted cash and cash equivalents

  19,370   29,391 

Total Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents

 $130,362  $165,605 

 

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

 

7

 

NATIONAL HEALTHCARE CORPORATION

Interim Condensed Consolidated Statements of Stockholders Equity

(in thousands, except share and per share amounts)

(unaudited)

 

 

For the six months ended June 30, 2025:

 

  

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, 2025

  15,450,003  $154  $232,530  $752,193  $(4,716) $3,002  $983,163 

Net income

           32,205      85   32,290 

Other comprehensive income

              1,390      1,390 

Stock–based compensation

        1,027            1,027 

Shares sold – options exercised

  32,262      1,278            1,278 

Repurchase of common shares

  (17,409)     (1,722)           (1,722)

Dividends declared to common stockholders ($0.61 per share)

           (9,444)        (9,444)

Balance at March 31, 2025

  15,464,856  $154  $233,113  $774,954  $(3,326) $3,087  $1,007,982 

Net income

           23,722      391   24,113 

Other comprehensive income

              1,442      1,442 

Stock–based compensation

        1,233            1,233 

Shares sold – options exercised

  77,689      5,184            5,184 

Repurchase of common shares

  (43,372)     (4,662)           (4,662)

Dividends declared to common stockholders ($0.64 per share)

           (9,909)        (9,909)

Balance at June 30, 2025

  15,499,173  $154  $234,868  $788,767  $(1,884) $3,478  $1,025,383 

 

8

 

For the six months ended June 30, 2024:

 

  

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, 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 

 

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

 

9

 

NATIONAL HEALTHCARE CORPORATION

Notes to Interim Condensed Consolidated Financial Statements

June 30, 2025

(unaudited) 

 

 

Note 1 Description of Business

 

National HealthCare Corporation (“NHC” or the “Company”) is a leading provider of senior health care services. As of June 30, 2025, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,329 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

 

 

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, 2024 consolidated financial statements and notes thereto which contain accounting policies and other disclosures required by U.S. GAAP. Our audited December 31, 2024 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, 2024 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.

 

10

 

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

 

The Company determines the transaction price based on established billing rates reduced by 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 $3,377,000 and $6,038,000 for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2024, bad debt expense was $2,053,000 and $4,524,000, respectively. As of June 30, 2025 and December 31, 2024, the Company has recorded allowance for doubtful accounts of $12,452,000 and $9,702,000, 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 six months ended June 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 6 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.  

 

In 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity. The fair value of the land contributed to the new entity was $5,625,000. The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000.  The gain has been included in the interim condensed consolidated statements of operations as "other operating expenses."

 

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 $7,027,000 and $13,659,000 for the three and six months ended June 30, 2025, respectively. General and administrative costs were $7,226,000 and $13,390,000 for the three and six months ended June 30, 2024, respectively.

 

11

 

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.

 

Investments in Unconsolidated Companies

 

We use the equity method to account for our investments in joint ventures in which we have the ability to exercise significant influence. Original investments in these entities are recorded at cost and subsequently adjusted by our share of equity in income or losses. As of June 30, 2025, the majority of our investments in unconsolidated companies relates to a multi-family development that is under construction in Franklin, Tennessee, in which we own a 55% non-controlling interest.  

 

Business Combinations

 

We account for transactions that represent business combinations using the acquisition method of accounting in accordance with ASC 805, Business Combinations. 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. Goodwill generated from acquisitions 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 carrying amount 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.

 

12

 

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.

 

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 June 30, 2025 and December 31, 2024, we have recorded a future service obligation liability in the amount of $1,474,000. 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 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.

 

Recently Adopted Accounting Guidance

 

In December 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires companies to disclose disaggregated jurisdictional and categorical information for the tax rate reconciliation, income taxes paid and other income tax related amounts. ASU 2023-09 is effective for annual periods beginning with the Company's fiscal year 2025. The Company has adopted the ASU and will include the required disclosures in our annual report.

 

Recent Accounting Guidance Not Yet Adopted

 

In October 2023, the FASB issued ASU 2023-06, "Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative," which amends U.S. GAAP to include certain disclosure requirements that are currently required under SEC Regulation S-X or Regulation S-K. Each amendment will be effective on the date on which the SEC removes the related disclosure requirement from SEC Regulation S-X or Regulation S-K. The adoption is not expected to have a material impact on the Company's financial statements as these requirements were previously incorporated under the SEC Regulations.

 

In November 2024, the FASB issued ASU 2024-03 "Disaggregation of Income Statement Expenses," which requires the Company to disaggregate key expense categories such as employee compensation and depreciation within its financial statements. ASU 2024-03 is effective for annual periods beginning with the Company's fiscal year 2027, and interim periods with the Company's fiscal year 2028, with early adoption permitted. We are currently evaluating the impact this ASU will have on the company's financial statements and related disclosures.

 

Reclassifications

 

Certain accounts in the prior-year financial statements have been reclassified for comparative purposes to conform to the presentation in the current-year financial statements.

 

13

 
 

Note 3 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

June 30

  

Six Months Ended

June 30

 
  

2025

  

2024

  

2025

  

2024

 

Net patient revenues:

                

Inpatient services

 $325,012  $245,385  $650,490  $497,638 

Homecare and hospice

  38,337   34,533   74,466   68,103 

Total net patient revenues

 $363,349  $279,918  $724,956  $565,741 

 

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

June 30

  

Six Months Ended

June 30

 

Source

 

2025

  

2024

  

2025

  

2024

 

Medicare

  31%   33%   31%   33% 

Managed Care

  12%   10%   12%   10% 

Medicaid

  30%   29%   30%   29% 

Private Pay and Other

  27%   28%   27%   28% 

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.

 

14

 

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. 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 $1,812,000 and $2,585,000 in net patient revenues for these supplemental Medicaid payments for the three months ended June 30, 2025 and 2024, respectively. We have recorded $3,684,000 and $6,047,000 in net patient revenues for these supplemental Medicaid payments for the six months ended June 30, 2025 and 2024, 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 $15,160,000 and $15,351,000 as of June 30, 2025 and December 31, 2024, respectively, for various Medicare, Medicaid, and Managed Care claims reviews and current and prior year cost reports.

 

 

Note 4 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

June 30

  

Six Months Ended

June 30

 
  

2025

  

2024

  

2025

  

2024

 

Rental income

 $6,172  $6,028  $12,623  $11,987 

Management and accounting services fees

  4,085   4,081   8,508   8,518 

Insurance services

  831   816   1,645   1,688 

Other

  473   370   875   455 

Total other revenues

 $11,561  $11,295  $23,651  $22,648 

 

15

 

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 7 – Long Term Leases. NHI is a publicly-traded real estate investment trust. Mr. Robert G. Adams, non-executive Chairman of the NHC Board, also serves on the Board of Directors of NHI.

 

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 $1,376,000 and $1,346,000 for the three months ended June 30, 2025 and 2024, respectively. We recognized management fees and interest on management fees of $2,784,000 and $2,666,000 from these facilities for the six months ended June 30, 2025 and 2024, 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 June 30, 2025 and 2024 were $541,000 and $527,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 were $1,066,000 and $1,109,000, 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 June 30, 2025 and 2024 were $289,000 and $289,000, respectively. The premium revenues reflected in the interim condensed consolidated statements of operations for the six months ended June 30, 2025 and 2024 were $579,000 and $579,000, 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 5 NonOperating Income

 

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

 

  

Three Months Ended

June 30

  

Six Months Ended

June 30

 
  

2025

  

2024

  

2025

  

2024

 

Dividends and net realized gains and losses on sales of securities

 $1,928  $1,724  $3,882  $3,780 

Interest income

  2,588   2,648   4,713   5,186 

Equity in earnings of unconsolidated investments

  616   584   616   651 

Gain on sale of unconsolidated company

  -   -   -   1,024 

Total non-operating income

 $5,132  $4,956  $9,211  $10,641 

 

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 6 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.

 

16

 

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

 

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

 

  

Three Months Ended June 30, 2025

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $325,012  $38,337  $-  $363,349 

Other revenues

  430   -   11,131   11,561 

Net operating revenues

  325,442   38,337   11,131   374,910 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  190,641   23,183   12,710   226,534 

Other operating

  83,450   7,046   1,447   91,943 

Rent

  8,828   581   1,919   11,328 

Depreciation and amortization

  10,099   131   785   11,015 

Total costs and expenses

  293,018   30,941   16,861   340,820 
                 

Income/(loss) from operations

  32,424   7,396   (5,730)  34,090 

Non-operating income

  -   -   5,132   5,132 

Interest expense

  (1,993)  -   -   (1,993)

Unrealized losses on marketable equity securities

  -   -   (5,061)  (5,061)
                 

Income/(loss) before income taxes

 $30,431  $7,396  $(5,659) $32,168 

 

 

  

Three Months Ended June 30, 2024

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $245,385  $34,533  $-  $279,918 

Other revenues

  324   -   10,971   11,295 

Government stimulus income

  -   -   9,445   9,445 

Net operating revenues and grant income

  245,709   34,533   20,416   300,658 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  148,059   21,296   10,721   180,076 

Other operating

  66,813   6,394   4,947   78,154 

Rent

  8,262   567   1,741   10,570 

Depreciation and amortization

  8,383   186   769   9,338 

Total costs and expenses

  231,517   28,443   18,178   278,138 
                 

Income from operations

  14,192   6,090   2,238   22,520 

Non-operating income

  -   -   4,956   4,956 

Interest expense

     -   -   - 

Unrealized gains on marketable equity securities

  -   -   9,124   9,124 
                 

Income before income taxes

 $14,192  $6,090  $16,318  $36,600 

 

17

 
  

Six Months Ended June 30, 2025

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $650,490  $74,466  $-  $724,956 

Other revenues

  803   -   22,848   23,651 

Net operating revenues and grant income

  651,293   74,466   22,848   748,607 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  383,078   45,587   25,999   454,664 

Other operating

  165,319   14,304   4,777   184,400 

Rent

  17,662   1,189   3,842   22,693 

Depreciation and amortization

  20,161   261   1,571   21,993 

Total costs and expenses

  586,220   61,341   36,189   683,750 
                 

Income/(loss) from operations

  65,073   13,125   (13,341)  64,857 

Non-operating income

  -   -   9,211   9,211 

Interest expense

  (4,099)  -   -   (4,099)

Unrealized gains on marketable equity securities

  -   -   5,921   5,921 
                 

Income before income taxes

 $60,974  $13,125  $1,791  $75,890 

 

 

  

Six Months Ended June 30, 2024

 
  

Inpatient
Services

  

Homecare

and Hospice

  

All Other

  

Total

 

Revenues:

                

Net patient revenues

 $497,638  $68,103  $-  $565,741 

Other revenues

  339   -   22,309   22,648 

Government stimulus income

  -   -   9,445   9,445 

Net operating revenues and grant income

  497,977   68,103   31,754   597,834 
                 

Costs and expenses:

                

Salaries, wages, and benefits

  298,949   42,305   21,960   363,214 

Other operating

  135,496   12,367   7,720   155,583 

Rent

  16,374   1,133   3,411   20,918 

Depreciation and amortization

  18,013   374   1,537   19,924 

Total costs and expenses

  468,832   56,179   34,628   559,639 
                 

Income/(loss) from operations

  29,145   11,924   (2,874)  38,195 

Non-operating income

  -   -   10,641   10,641 

Interest expense

  (46)  -   -   (46)

Unrealized gains on marketable equity securities

  -   -   23,523   23,523 
                 

Income before income taxes

 $29,099  $11,924  $31,290  $72,313 

 

 

Note 7 Long-Term Leases

 

Operating Leases

 

At June 30, 2025, 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 $32,225,000 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 $9,903,000 and $9,814,000 for the three months ended June 30, 2025 and 2024, respectively. Total facility rent expense to NHI was $19,814,000 and $19,286,000 for the six months ended June 30, 2025 and 2024, respectively.

 

18

 

Minimum Lease Payments

 

The following table summarizes the maturity of our operating lease liabilities as of June 30, 2025 (in thousands):

 

  

Operating

Leases

 

2026

 $35,736 

2027

  19,031 

2028

  2,155 

2029

  1,777 

2030

  1,575 

Thereafter

  11,061 

Total minimum lease payments

  71,335 

Less: amounts representing interest

  (8,722)

Present value of future minimum lease payments

  62,613 

Less: current portion

  (32,729)

Noncurrent lease liabilities

 $29,884 

 

19

 
 

Note 8 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
June 30

  

Six Months Ended
June 30

 
  

2025

  

2024

  

2025

  

2024

 

Basic:

                

Weighted average common shares outstanding

  15,462,135   15,391,535   15,450,286   15,371,150 

Net income attributable to National HealthCare Corporation

 $23,722  $26,844  $55,927  $53,057 

Earnings per common share, basic

 $1.53  $1.74  $3.62  $3.45 
                 

Diluted:

                

Weighted average common shares outstanding

  15,462,135   15,391,535   15,450,286   15,371,150 

Effects of dilutive instruments

  137,503   164,077   137,497   159,474 

Weighted average common shares outstanding

  15,599,638   15,555,612   15,587,783   15,530,624 
                 

Net income attributable to National HealthCare Corporation

 $23,722  $26,844  $55,927  $53,057 

Earnings per common share, diluted

 $1.52  $1.73  $3.59  $3.42 

 

For the three and six months ended June 30, 2025, 269,351 stock options were excluded from the calculation of diluted weighted average shares of common stock outstanding because the inclusion of these securities would have an anti-dilutive impact. For the three and six months ended June 30 2024, 233,486 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 9 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. AGÕæÈ˹ٷ½ized 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 10 for a description of the Company's methodology for determining the fair value of marketable securities. 

 

Marketable securities consist of the following (in thousands):

 

  

June 30, 2025

  

December 31, 2024

 
  

Amortized

Cost

  

Fair

Value

  

Amortized

Cost

  

Fair

Value

 

Investments available for sale:

                

Marketable equity securities

 $30,176  $146,636  $30,176  $140,064 

Restricted investments available for sale:

                

Marketable equity securities

  12,263   16,269   18,534   23,190 

Corporate debt securities

  60,995   60,888   58,927   57,471 

Asset-based securities

  14,327   13,381   15,593   14,410 

U.S. Treasury securities

  56,631   55,718   46,811   44,186 

State and municipal securities

  3,736   3,714   3,787   3,737 
  $178,128  $296,606  $173,828   283,058 

 

20

 

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

 

  

June 30, 2025

  

December 31, 2024

 
  

Shares

  

Cost

  

Fair

Value

  

Shares

  

Cost

  

Fair

Value

 

NHI Common Stock

  1,630,642  $24,734  $114,341   1,630,642  $24,734  $113,003 

 

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

 

  

June 30, 2025

  

December 31, 2024

 
  

Cost

  

Fair

Value

  

Cost

  

Fair

Value

 

Maturities:

                

Within 1 year

 $31,840  $31,665  $25,707  $25,317 

1 to 5 years

  63,525   62,311   66,117   63,379 

6 to 10 years

  39,769   39,280   32,648   30,606 

Over 10 years

  555   445   646   502 
  $135,689  $133,701  $125,118  $119,804 

 

Gross unrealized gains related to marketable equity securities are $120,859,000 and $115,259,000 as of June 30, 2025 and December 31, 2024, respectively. Gross unrealized losses related to marketable equity securities are $393,000 and $715,000 as of June 30, 2025 and December 31, 2024, respectively. For the three months ended June 30, 2025 and 2024, the Company recognized net unrealized losses of $5,061,000 and net unrealized gains of $9,124,000, respectively, for the changes in fair market value of the marketable equity securities in the interim condensed consolidated statements of operations. For the six months ended June 30, 2025 and 2024, the Company recognized net unrealized gains of $5,921,000 and $23,523,000, 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 $1,044,000 and $135,000 as of June 30, 2025 and December 31, 2024, respectively. Gross unrealized losses related to available for sale marketable debt securities are $3,032,000 and $5,449,000 as of June 30, 2025 and December 31, 2024, 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 six months ended  June 30, 2025 and 2024.

 

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 six months ended June 30, 2025 and 2024 were $43,455,000 and $34,662,000, respectively. Investment gains of $480,000 and $350,000 were realized on these sales during the six months ended June 30, 2025 and 2024, respectively. 

 

 

Note 10 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.

 

21

 

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 June 30, 2025 and December 31, 2024 for assets and liabilities measured at fair value on a recurring basis (in thousands):

 

  

Fair Value Measurements Using

 

June 30, 2025

 

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

 $110,992  $110,992  $  $ 

Restricted cash and cash equivalents

  19,370   19,370       

Marketable equity securities

  162,905   162,905       

Corporate debt securities

  60,888   37,152   23,736    

Asset–backed securities

  13,381      13,381    

U.S. Treasury securities

  55,718   55,718       

State and municipal securities

  3,714   800   2,914    

Total financial assets

 $426,968  $386,937  $40,031  $ 

 

  

Fair Value Measurements Using

 

December 31, 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

 $76,121  $76,121  $  $ 

Restricted cash and cash equivalents

  20,801   20,801       

Marketable equity securities

  163,254   163,254       

Corporate debt securities

  57,471   43,656   13,815    

Asset–backed securities

  14,410      14,410    

U.S. Treasury securities

  44,186   44,186       

State and municipal securities

  3,737   806   2,931    

Total financial assets

 $379,980  $348,824  $31,156  $ 

 

 

Note 11 Goodwill and Other Intangible Assets

 

At June 30, 2025, we evaluated potential triggering events that might be indicators that our goodwill and indefinite lived intangibles were impaired. 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.

 

22

 

At June 30, 2025, the following table represents the activity related to our goodwill by segment (in thousands):

 

  

Inpatient

Services

  

Homecare

and Hospice

  

All Other

  

Total

 

January 1, 2025

 $5,924  $164,554  $  $170,478 

Additions

            

June 30, 2025

 $5,924  $164,554  $  $170,478 

 

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

 

  

June 30,

2025

  

December 31, 2024

 

Trade names

 $15,896  $15,896 

Certificates of need

  1,756   1,756 

Licenses

  2,212   2,212 

Total

 $19,864  $19,864 

 

 

Note 12 - Stock Repurchase Program

 

During the six months ended June 30, 2025, the Company repurchased 60,781 shares of its common stock for a total cost of $6,384,000. During the six months ended June 30, 2024, the Company repurchased 116,767 shares of its common stock for a total cost of $11,402,000. The shares were funded from cash on hand and were cancelled and returned to the status of authorized but unissued. 

 

 

Note 13 StockBased 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 $1,233,000 and $1,175,000 for the three months ended June 30, 2025 and 2024, respectively. Stock-based compensation totaled $2,260,000 and $1,969,000 for the six months ended June 30, 2025 and 2024, respectively. Stock–based compensation is included in “Salaries, wages and benefits” in the interim condensed consolidated statements of operations.

 

At June 30, 2025, the Company had $8,425,000 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 six months ended June 30, 2025 and for the year ended December 31, 2024.

 

  

June 30,

2025

  

December 31,
2024

 

Risk–free interest rate

  4.13%   4.40% 

Expected volatility

  27.0%   24.1% 

Expected life, in years

  2.9   2.9 

Expected dividend yield

  2.80%   2.63% 

 

The following table summarizes our outstanding stock options for the six months ended June 30, 2025 and for the year ended December 31, 2024.

 

  

Number of

Shares

  

Weighted

Average

Exercise Price

  

Aggregate

Intrinsic

Value

 

Options outstanding at January 1, 2024

  588,534  $61.30  $ 

Options granted

  297,783   94.42    

Options exercised

  (219,973)  64.73    

Options cancelled

  (35,102)  79.20    

Options outstanding at December 31, 2024

  631,242   74.73    

Options granted

  306,851   91.45    

Options exercised

  (98,570)  65.47    

Options cancelled

  (6,333)  78.77    

Options outstanding at June 30, 2025

  833,190  $81.96  $20,875,000 
             

Options exercisable at June 30, 2025

  309,544  $73.00  $10,528,000 

 

23

 

Options

Outstanding

June 30, 2025

  

Exercise Prices

  

Weighted Average

Exercise Price

  

Weighted Average

Remaining

Contractual

Life in Years

 
271,823   $53.94-$71.64  $59.55   2.3 
561,367   $90.62-$106.48   92.81   4.3 
833,190        $81.96   3.6 

 

 

Note 14 Income Taxes

 

The Company's income tax provision as a percentage of our income before income taxes was 25.0% and 25.9% for the three months ended June 30, 2025 and 2024, respectively.

 

The Company's income tax provision as a percentage of our income before income taxes was 25.7% and 26.2% for the six months ended June 30, 2025 and 2024, 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 six months ended June 30, 2025, the accrual of state income tax was the most significant reconciling item. For the three and six months ended June 30, 2024, the accrual of state income tax was the only significant reconciling items.

 

24

 

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 2021 (with certain state exceptions). 

 

 

Note 15 Long-Term Debt

 

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

 

  

Interest rate at

June 30,

2025

(Variable)

  

Maturity

  

June 30,

2025

  

December

31,

2024

 

Credit facility, interest payable monthly

  5.8%   2029  $110,000  $137,000 

Less current portion

          (7,500)  (7,500)

Total long-term debt

         $102,500  $129,500 

 

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 June 30, 2025.

 

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 June 30, 2025, 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 June 30, 2025 are as follows (in thousands):

 

  

Long–Term Debt

 

2025

 $3,750 

2026

  7,500 

2027

  7,500 

2028

  7,500 

2029

  83,750 

Total

 $110,000 

 

25

 
 

Note 16 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 $108,982,000 and $103,616,000 at June 30, 2025 and December 31, 2024, 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.

 

26

 

Civil Investigative Demand / Qui Tam Complaint

 

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 requested 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 cooperated with respect to the requests.

 

On June 23, 2025, a Notice of Election to Decline Intervention (the “Notice of Declination”) was filed by the United States of America, the State of Tennessee, the Commonwealth of Virginia, and the State of Georgia, in a case styled U.S. ex rel. Marshall v. Caris HealthCare, L.P., Case No. 3:23-CV-00330, in the U.S. District Court for the Eastern District of Tennessee (the “Qui Tam Case”).  Subsequent to the Notice of Declination filing, an underlying qui tam complaint, originally filed on September 12, 2023, was unsealed.  Given that the government has declined to intervene in the Qui Tam Case, the relators have 90 days to effectuate service should they choose to proceed.  Caris denies all allegations and liability in the Qui Tam Case and intends to vigorously defend the matter. 

 

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.

 

Indemnities

 

From time to time, the Company enters into certain types of contracts that contingently require it to indemnify parties against third-party claims. These contracts primarily include (i) certain real estate leases, under which the Company may be required to indemnify property owners or prior facility operators for post-transfer liabilities and other claims arising from the Company’s use of the applicable premises, (ii) operations transfer agreements, in which the Company agrees to indemnify past operators of facilities against certain liabilities arising from the transfer of the operation and/or the operation thereof after the transfer to the Company or its subsidiary, (iii) certain lending agreements, under which the Company may be required to indemnify the lender against various claims and liabilities, (iv) certain agreements by and between the Company and/or its subsidiaries or affiliates, and (v) certain agreements with the Company officers, directors and others, under which the Company may be required to indemnify such persons for liabilities arising out of the nature of their relationship to the Company and/or its subsidiaries and affiliates. The terms of such obligations vary by contract and, in most instances, do not expressly state or include a specific or maximum dollar amount. Generally, amounts under these contracts cannot be reasonably estimated until a specific claim is asserted.

 

 

Note 17 Subsequent Events

 

On July 4, 2025, President Donald Trump signed into law the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. ASC 740, Income Taxes, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. Consequently, as of the date of enactment, and during the year ended December 31, 2025, the Company will evaluate all deferred tax balances under the newly enacted tax law and identify any other changes required to its financial statements as a result of the OBBBA. The Company is still evaluating the impact of the OBBBA, and the results of such evaluations will be reflected on the Company’s Form 10-K for the year ended December 31, 2025.

 

 

Item 2.

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

 

ForwardLooking 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 16: Contingencies and Commitments);

 

the ability to attract and retain qualified personnel;

 

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

 

27

 

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 2024 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 June 30, 2025, we operate or manage, through certain affiliates, 80 skilled nursing facilities with a total of 10,329 licensed beds, 26 assisted living facilities with 1,413 units, nine independent living facilities, three behavioral health hospitals, 34 homecare agencies, and 33 hospice agencies. We operate specialized care units within certain of our healthcare centers such as Alzheimer's disease care units and sub-acute nursing units. In addition, we provide insurance services, management and accounting services, and we lease properties to operators of skilled nursing and assisted living facilities. We operate in 9 states and are located primarily in the southeastern United States.

 

 

Summary of Goals and Areas of Focus

 

Occupancy

 

A primary area of management focus continues to be the rates of occupancy within our skilled nursing facilities. The overall census in owned and leased skilled nursing facilities for the three months ending June 30, 2025 was 89.4% compared to 89.0% for the same period a year ago.  For the six months ended June 30, 2025, overall census in our owned and leased skilled nursing facilities was 89.3% compared to 88.7% for the same period a year ago.

 

28

 

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 June 30, 2025:

 

   

NHC Ratings

   

Industry Ratings

 

Total number of skilled nursing facilities, end of period

    80          

Number of 4 and 5-star rated skilled nursing facilities

    48          

Percentage of 4 and 5-star rated skilled nursing facilities

    60%       35%  

Average rating for all skilled nursing facilities, end of period

    3.7       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

 

Morristown, TN

 

April 2024

Hospice

 

New Agency

 

1 agency

 

Lawrenceburg, TN

 

July 2024

Hospice

 

New Agency

 

1 agency

 

Wytheville, VA

 

August 2024

Hospice

 

New Agency

 

1 agency

 

Clinton, TN

 

October 2024

 

On August 1, 2024, the Company purchased White Oak Management, Inc. ("White Oak"). The White Oak portfolio consists of 15 skilled nursing facilities, two assisted living facilities, four independent living facilities, and a long-term care pharmacy. 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 $108,982,000 at June 30, 2025 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.

 

29

 

Government Reimbursement Programs

 

Medicare Skilled Nursing Facilities

 

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. The 2025 final rule also updated 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.

 

In July 2025, CMS released its final rule outlining fiscal year 2026 Medicare payment rates and policy changes for skilled nursing facilities, which will begin on October 1, 2025. The fiscal year 2026 rule equates to a net 3.2% increase in Medicare Part A payments to SNFs in fiscal year 2026 compared to 2025 levels. The rule includes a market basket increase of 3.3%, an increase of 0.6% to the market basket forecast error adjustment, and a negative 0.7% productivity adjustment. These figures do not incorporate the SNF Value Based Purchasing (“VBP”) reduction for certain SNFs subject to the net reduction in payments under the SNF VBP; those adjustments are estimated to total $208.4 million in fiscal year 2026.

 

For the first six months of 2025, our average Medicare per diem rate for skilled nursing facilities increased 5.8% as compared to the same period in 2024. 

 

Medicaid Skilled Nursing Facilities

 

Effective July 1, 2025 and for the fiscal year 2026, the state of Tennessee implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2026 fiscal year will be approximately $3,000,000 annually, or $750,000 per quarter.

 

Effective October 1, 2025 and for the fiscal year 2026, the state of South Carolina implemented specific individual nursing facility increases. We estimate the resulting increase in revenue for the 2026 fiscal year will be approximately $4,200,000 annually, or $1,050,000 per quarter.

 

For the first six months of 2025, our average Medicaid per diem increased 7.2% compared to the same period in 2024.

 

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 2024, CMS released its final rule outlining fiscal year 2025 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2025 will increase by 0.5% or $85 million, relative to the prior year. This increase reflects a 2.7% home health payment update, reduced by a 1.8% decrease that reflects the permanent behavior adjustment and an estimated 0.4% decrease that reflects the updated fixed-dollar loss ratio 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 Patient-Driven Groupings Model (“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. 

 

In June 2025, CMS released its proposed rule outlining fiscal year 2026 Medicare payment rates. CMS projects payments to home health agencies in fiscal year 2026 will decrease by 6.4% or $1.1 billion, relative to the prior year. This update includes a 3.2% market basket update, reduced by a 0.8 percentage point cut for productivity. The rule also includes several reductions that CMS proposes as necessary to achieve budget neutral implementation of PDGM, including a 4.1% permanent reduction to the standard payment rate to prevent future overpayments, as well as a temporary but indefinite 5.0% reduction to recoup past overpayments. CMS also proposes a 0.5% reduction related to high-cost outlier payments.

 

30

 

Medicare Hospice

 

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. 

 

In April 2025, CMS released its proposed rule outlining fiscal year 2026 Medicare payment rates. CMS issued a rate increase of 2.4%, or $695 million, effective October 1, 2025. This increase results from the proposed 3.2% inpatient hospital market basket percentage increase reduced by a proposed 0.8% point productivity adjustment, required by law. The FY2026 hospice payment update also includes an update to the statutory aggregate cap amount, which limits the overall payments per patient that are made annually. The proposed hospice cap amount for FY2026 is $35,293.

 

Segment Reporting

 

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

 

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

 

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

 

   

Three Months Ended June 30, 2025

 
   

Inpatient
Services

   

Homecare

and Hospice

   

All Other

   

Total

 

Revenues:

                               

Net patient revenues

  $ 325,012     $ 38,337     $ -     $ 363,349  

Other revenues

    430       -       11,131       11,561  

Net operating revenues

    325,442       38,337       11,131       374,910  
                                 

Costs and expenses:

                               

Salaries, wages, and benefits

    190,641       23,183       12,710       226,534  

Other operating

    83,450       7,046       1,447       91,943  

Rent

    8,828       581       1,919       11,328  

Depreciation and amortization

    10,099       131       785       11,015  

Total costs and expenses

    293,018       30,941       16,861       340,820  
                                 

Income/(loss) from operations

    32,424       7,396       (5,730 )     34,090  

Non-operating income

    -       -       5,132       5,132  

Interest expense

    (1,993 )     -       -       (1,993 )

Unrealized losses on marketable equity securities

    -       -       (5,061 )     (5,061 )
                                 

Income/(loss) before income taxes

  $ 30,431     $ 7,396     $ (5,659 )   $ 32,168  

 

 

   

Three Months Ended June 30, 2024

 
   

Inpatient
Services

   

Homecare

and Hospice

   

All Other

   

Total

 

Revenues:

                               

Net patient revenues

  $ 245,385     $ 34,533     $ -     $ 279,918  

Other revenues

    324       -       10,971       11,295  

Government stimulus income

    -       -       9,445       9,445  

Net operating revenues and grant income

    245,709       34,533       20,416       300,658  
                                 

Costs and expenses:

                               

Salaries, wages, and benefits

    148,059       21,296       10,721       180,076  

Other operating

    66,813       6,394       4,947       78,154  

Rent

    8,262       567       1,741       10,570  

Depreciation and amortization

    8,383       186       769       9,338  

Total costs and expenses

    231,517       28,443       18,178       278,138  
                                 

Income from operations

    14,192       6,090       2,238       22,520  

Non-operating income

    -       -       4,956       4,956  

Interest expense

            -       -       -  

Unrealized gains on marketable equity securities

    -       -       9,124       9,124  
                                 

Income before income taxes

  $ 14,192     $ 6,090     $ 16,318     $ 36,600  

 

31

 

   

Six Months Ended June 30, 2025

 
   

Inpatient
Services

   

Homecare

and Hospice

   

All Other

   

Total

 

Revenues:

                               

Net patient revenues

  $ 650,490     $ 74,466     $ -     $ 724,956  

Other revenues

    803       -       22,848       23,651  

Net operating revenues and grant income

    651,293       74,466       22,848       748,607  
                                 

Costs and expenses:

                               

Salaries, wages, and benefits

    383,078       45,587       25,999       454,664  

Other operating

    165,319       14,304       4,777       184,400  

Rent

    17,662       1,189       3,842       22,693  

Depreciation and amortization

    20,161       261       1,571       21,993  

Total costs and expenses

    586,220       61,341       36,189       683,750  
                                 

Income/(loss) from operations

    65,073       13,125       (13,341 )     64,857  

Non-operating income

    -       -       9,211       9,211  

Interest expense

    (4,099 )     -       -       (4,099 )

Unrealized gains on marketable equity securities

    -       -       5,921       5,921  
                                 

Income before income taxes

  $ 60,974     $ 13,125     $ 1,791     $ 75,890  

 

 

   

Six Months Ended June 30, 2024

 
   

Inpatient
Services

   

Homecare

and Hospice

   

All Other

   

Total

 

Revenues:

                               

Net patient revenues

  $ 497,638     $ 68,103     $ -     $ 565,741  

Other revenues

    339       -       22,309       22,648  

Government stimulus income

    -       -       9,445       9,445  

Net operating revenues and grant income

    497,977       68,103       31,754       597,834  
                                 

Costs and expenses:

                               

Salaries, wages, and benefits

    298,949       42,305       21,960       363,214  

Other operating

    135,496       12,367       7,720       155,583  

Rent

    16,374       1,133       3,411       20,918  

Depreciation and amortization

    18,013       374       1,537       19,924  

Total costs and expenses

    468,832       56,179       34,628       559,639  
                                 

Income/(loss) from operations

    29,145       11,924       (2,874 )     38,195  

Non-operating income

    -       -       10,641       10,641  

Interest expense

    (46 )     -       -       (46 )

Unrealized gains on marketable equity securities

    -       -       23,523       23,523  
                                 

Income before income taxes

  $ 29,099     $ 11,924     $ 31,290     $ 72,313  

 

32

 

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 six months ended June 30, 2025 and 2024.

 

Percentage of Net Operating Revenues

 

   

Three Months Ended
June 30

   

Six Months Ended

June 30

 
   

2025

   

2024

   

2025

   

2024

 

Net operating revenues and grant income

    100.0 %     100.0 %     100.0 %     100.0 %

Costs and expenses:

                               

Salaries, wages, and benefits

    60.4       59.9       60.7       60.8  

Other operating

    24.5       26.0       24.7       26.0  

Facility rent

    3.0       3.5       3.0       3.5  

Depreciation and amortization

    3.0       3.0       2.9       3.2  

Total costs and expenses

    90.9       92.4       91.3       93.5  

Income from operations

    9.1       7.6       8.7       6.5  

Non–operating income

    1.4       1.6       1.2       1.8  

Interest expense

    (0.5 )     (0.1 )     (0.6 )     (0.1 )

Unrealized gains/(losses) on marketable equity securities

    (1.4 )     3.1       0.8       3.9  

Income before income taxes

    8.6       12.2       10.1       12.1  

Income tax provision

    (2.2 )     (3.2 )     (2.5 )     (3.1 )

Net income

    6.4       9.0       7.6       9.0  

Net income attributable to noncontrolling interest

    (0.1 )     (0.1 )     (0.1 )     (0.1 )

Net income attributable to stockholders of NHC

    6.3       8.9       7.5       8.9  

 

Three Months Ended June 30, 2025 Compared to Three Months Ended June 30, 2024

 

Results for the quarter ended June 30, 2025 compared to the second quarter of 2024 include a 24.7% increase in net operating revenues and grant income. The net operating revenues increase was due to a 9.6% increase in same-facility net operating revenues, as well as the August 1, 2024 acquisition of White Oak.

 

For the quarter ended June 30, 2025, GAAP net income attributable to NHC was $23,722,000 compared to net income of $26,844,000 for the same period in 2024. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended June 30, 2025 was $25,710,000 compared to $15,612,000 for the same period in 2024, an increase of 64.7%. The increase in non-GAAP earnings for the three months ended June 30, 2025 compared to the same period in 2024 was primarily due to the continued increase in skilled nursing census, skilled nursing per diem increases from some of our government payors, the continued reduction of agency staffing expense, and the White Oak operations being accretive to earnings.

 

Net operating revenues and grant income

 

Net patient revenues increased $83,431,000, or 29.8%, compared to the same period last year.

 

The total census at owned and leased skilled nursing facilities for the quarter averaged 89.4%, compared to an average of 89.0% for the same quarter a year ago. Overall, the composite skilled nursing facility per diem increased 6.7% compared to the same quarter a year ago. Our Medicare per diem rates increased 6.4% and managed care per diem rates increased 8.5% compared to the same quarter a year ago. Medicaid and private pay per diem rates increased 8.3% and 9.1%, respectively, compared to the same quarter a year ago. For the three months ended June 30, 2025 and 2024, respectively, $1,812,000 and $2,585,000 have been included in our net patient revenues for supplemental Medicaid payments.

 

The White Oak operations attributed to an increase of $56,855,000 in net patient revenues for the quarter ended June 30, 2025 compared to the same period in 2024.

 

Other revenues increased $266,000, or 2.4%, compared to the same quarter last year, as further detailed in Note 4 to our interim condensed consolidated financial statements. 

 

33

 

Total costs and expenses

 

Total costs and expenses for the three months ended June 30, 2025 compared to the same period of 2024 increased $62,682,000, or 22.5% to $340,820,000 from $278,138,000.

 

Salaries, wages, and benefits increased $46,458,000, or 25.8%, to $226,534,000 from $180,076,000. Salaries, wages, and benefits as a percentage of net operating revenues was 60.4% compared to 59.9% for the three months ended June 30, 2025 and 2024, respectively. Although we continue to face workforce and labor shortages within all of our operations, we are working diligently to find solutions to reduce and eliminate agency nurse staffing expense within our healthcare operations. For the second quarter of 2025, our agency nurse staffing expense was $981,000 compared to $4,098,000 for the second quarter of 2024.

 

The White Oak operations attributed to an increase of $37,564,000 in salaries, wages, and benefits for the three months ended June 30, 2025 compared to the same period in the prior year.

 

Other operating expenses increased $13,789,000, or 17.6%, to $91,943,000 for the 2025 period compared to $78,154,000 for the 2024 period. Other operating expenses as a percentage of net operating revenues was 24.5% and 26.0% for the three months ended June 30, 2025 and 2024, respectively. The White Oak operations attributed to an increase of $12,815,000 in other operating expenses for the three months ended June 30, 2025 as compared to the same period in the prior year. 

 

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity. The fair value of the land contributed to the new entity was $5,625,000. The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000.  This gain was netted with other operating expenses resulting in a decrease of $3,606,000 in other operating expenses as compared to the same period in the prior year.

 

Other income

 

Non–operating income increased by $176,000 compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements.

 

Income taxes

 

The income tax provision for the three months ended June 30, 2025 is $8,055,000 (an effective income tax rate of 25.0%). 

 

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.

 

Six Months Ended June 30, 2025 Compared to Six Months Ended June 30, 2024

 

Results for the six months ended June 30, 2025 compared to the same period of 2024 include a 25.2% increase in net operating revenues and grant income. The net operating revenues increase was due to a 9.5% increase in same-facility net operating revenues, as well as the August 1, 2024 acquisition of White Oak.

 

For the six months ended June 30, 2025, GAAP net income attributable to NHC was $55,927,000 compared to net income of $53,057,000 for the same period in 2024. Excluding the unrealized gains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the six months ended June 30, 2025 was $50,549,000 compared to $30,998,000 for the same period in 2024, an increase of 63.1%. The increase in non-GAAP earnings for the six months ended June 30, 2025 compared to the same period in 2024 was primarily due to the continued increase in skilled nursing census, skilled nursing per diem increases from some of our government payors, the continued reduction of agency staffing expense, and the White Oak operations being accretive to earnings.

 

34

 

Net operating revenues and grant income

 

Net patient revenues increased $159,215,000, or 28.1%, compared to the same period last year.

 

The total census at owned and leased skilled nursing facilities for the six months ended June 30, 2025 averaged 89.3%, compared to an average of 88.7% for the same period a year ago. Overall, the composite skilled nursing facility per diem increased 5.7% compared to the same period a year ago. Our Medicare per diem rates increased 5.8% and managed care per diem rates increased 6.5% compared to the same period a year ago. Medicaid and private pay per diem rates increased 7.2% and 9.3%, respectively, compared to the same period a year ago. For the six months ended June 30, 2025 and 2024, respectively, $3,684,000 and $6,047,000 have been included in our net patient revenues for supplemental Medicaid payments.

 

The White Oak operations attributed to an increase of $113,580,000 in net patient revenues for the six months ended June 30, 2025 compared to the same period in 2024. On March 1, 2024, the Company exited a lease and transferred the operations of two skilled nursing facilities and one memory care facility located in Missouri. The exiting of these operations in 2024 resulted in net patient revenues decreasing $5,579,000 for the six months ended June 30, 2025 compared to the same period a year ago.

 

Other revenues increased $1,003,000, or 4.4%, compared to the same period last year, as further detailed in Note 4 to our interim condensed consolidated financial statements. 

 

Total costs and expenses

 

Total costs and expenses for the six months ended June 30, 2025 compared to the same period of 2024 increased $124,111,000, or 22.2% to $683,750,000 from $559,639,000.

 

Salaries, wages, and benefits increased $91,450,000, or 25.2%, to $454,664,000 from $363,214,000. Salaries, wages, and benefits as a percentage of net operating revenues was 60.7% compared to 60.8% for the six months ended June 30, 2025 and 2024, respectively. Although we continue to face workforce and labor shortages within all of our operations, we are working diligently to find solutions to reduce and eliminate agency nurse staffing expense within our healthcare operations. For the six months ended June 30, 2025, our agency nurse staffing expense was $2,468,000 compared to $9,384,000 for the same period of 2024.

 

The White Oak operations attributed to an increase of $74,583,000 in salaries, wages, and benefits for the six months ended June 30, 2025 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 and one memory care facility located in Missouri. The exiting of these operations in 2024 resulted in salaries, wages and benefits decreasing $4,009,000 for the six months ended June 30, 2025 compared to the same period of 2024.

 

Other operating expenses increased $28,817,000, or 18.5%, to $184,400,000 for the 2025 period compared to $155,583,000 for the 2024 period. Other operating expenses as a percentage of net operating revenues was 24.6% and 26.0% for the six months ended June 30, 2025 and 2024, respectively. The White Oak operations attributed to an increase of $25,584,000 in other operating expenses for the six months ended June 30, 2025 as compared to the same period in the prior year. The three exited Missouri operations during the first quarter of 2024 resulted in other operating expenses decreasing $2,281,000 for the six months ended June 30, 2025 compared to the same period last year. 

 

During the second quarter of 2025, we contributed land to a newly-formed limited liability company resulting in an equity interest in the new entity. The fair value of the land contributed to the new entity was $5,625,000. The related cost basis of the contributed land was $2,019,000, which resulted in a gain of $3,606,000.  This gain was netted with other operating expenses resulting in a decrease of $3,606,000 in other operating expenses as compared to the same period in the prior year.

 

Other income

 

Non–operating income decreased by $1,430,000 compared to the same period last year, as further detailed in Note 5 to our interim condensed consolidated financial statements. In January 2024, the Company sold its 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 

 

Income taxes

 

The income tax provision for the six months ended June 30, 2025 is $19,487,000 (an effective income tax rate of 25.7%). 

 

35

 

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, gains on sale of unconsolidated companies, gains on sale of property and equipment, and share-based compensation expense is helpful in allowing investors to assess the Company’s operations more accurately.

 

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

 

   

Three Months Ended

June 30

   

Six Months Ended

June 30

 
   

2025

   

2024

   

2025

   

2024

 
                                 

Net income attributable to National Healthcare Corporation

  $ 23,722     $ 26,844     $ 55,927     $ 53,057  

Non-GAAP adjustments:

                               

Unrealized (gains)/losses on marketable equity securities

    5,061       (9,124 )     (5,921 )     (23,523 )

Operating results for newly opened facilities or agencies not at full capacity

    -       20       -       20  

Share-based compensation expense

    1,232       1,176       2,260       1,969  

Gain on sale of property and equipment

    (3,606 )     -       (3,606 )     -  

Gain on sale of unconsolidated company

    -       -       -       (1,024 )

Acquisition-related expenses

    -       2,194       -       2,194  

Employee retention credit

    -       (9,445 )     -       (9,445 )

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

    (699 )     3,947       1,889       7,750  

Non-GAAP Net income

  $ 25,710     $ 15,612     $ 50,549     $ 30,998  
                                 
                                 

GAAP diluted earnings per share

  $ 1.52     $ 1.73     $ 3.59     $ 3.42  

Non-GAAP adjustments:

                               

Unrealized (gains)/losses on marketable equity securities

    0.32       (0.59 )     (0.38 )     (1.51 )

Operating results for newly opened facilities or agencies not at full capacity

    -       -       -       -  

Share-based compensation expense

    0.08       0.08       0.14       0.13  

Gain on sale of property and equipment

    (0.23 )     -       (0.23 )     -  

Gain on sale of unconsolidated company

    -       -       -       (0.07 )

Acquisition-related expenses

    -       0.14       -       0.14  

Employee retention credit

    -       (0.61 )     -       (0.61 )

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

    (0.04 )     0.25       0.12       0.50  

Non-GAAP diluted earnings per share

  $ 1.65     $ 1.00     $ 3.24     $ 2.00  

 

36

 

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):

 

   

Six Months Ended

June 30

   

Six Month Change

 
   

2025

   

2024

   

$

   

%

 

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

  $ 96,922     $ 125,968     $ (29,046 )     (23.1 )%
                                 

Cash provided by operating activities

    102,074       60,307       41,767       69.3  
                                 

Cash used in investing activities

    (22,902 )     (990 )     (21,912 )     (2,213.3 )
                                 

Cash used in financing activities

    (45,732 )     (19,680 )     (26,052 )     (132.4 )
                                 

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

  $ 130,362     $ 165,605     $ (35,243 )     (21.3 )%

 

Operating Activities

 

Net cash provided by operating activities for the six months ended June 30, 2025 was $102,074,000 as compared to $60,307,000 in the same period last year. Cash provided by operating activities consisted of net income of $56,403,000 and adjustments for non–cash items of $12,704,000. There was cash provided by working capital in the amount of $32,831,000 for the six months ended June 30, 2025 compared to $4,052,000 for the same period a year ago.

 

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

 

Investing Activities

 

Net cash used in investing activities totaled $22,902,000 for the six months ended June 30, 2025, compared to $990,000 for the six months ended June 30, 2024. Cash used for property and equipment additions was $16,341,000 and $13,788,000 for the six months ended June 30, 2025, and 2024, respectively. Purchases, net of proceeds from sales, of marketable securities resulted in cash used in investing activities of $3,821,000 for the six months ended June 30, 2025. Proceeds from the sale of marketable securities, net of purchases, resulted in cash provided by investing activities of $15,764,000 for the six months ended June 30, 2024.

 

For the six months ended June 30, 2025, we contributed capital of $2,419,000 to a joint venture, multi-family development that is under construction in Franklin, Tennessee compared to $4,856,000 for the same period in the prior year. We also contributed capital of $786,000 to a joint venture, multi-family development in Hermitage, Tennessee during the second quarter of 2025. In January 2024, the Company sold its ownership interest in a homecare agency resulting in proceeds from the sale of $2,100,000. 

 

Financing Activities 

 

Net cash used in financing activities totaled $45,732,000 for the six months ended June 30, 2025 compared to $19,680,000 for the six months ended June 30, 2024. During the first six months of 2025, cash of $27,000,000 was used to pay down the outstanding principal balance of the long-term debt. Cash used for dividend payments to common stockholders totaled $18,854,000 in the current year period compared to $18,137,000 for the same period a year ago. Proceeds from the issuance of common stock totaled $6,462,000 and $11,239,000 for the six months ended June 30, 2025 and 2024, respectively. We repurchased common shares outstanding in the amount of $6,384,000 and $11,402,000 for the six months ended June 30, 2025 and 2024, respectively. 

 

37

 

Shortterm liquidity

 

We expect to meet our short-term liquidity requirements primarily from our cash flows from operating activities. In addition to cash flows from operations, we have current cash on hand of $110,992,000 and unrestricted marketable equity securities of $146,636,000. We also have unencumbered real estate and the borrowing capacity on our $50 million available line of credit. We believe these various resources are adequate to meet our contractual obligations and growth and development plans in the next twelve months. 

 

Longterm liquidity

 

We expect to meet our long-term liquidity requirements primarily from our cash flows from operating activities, our current cash on hand of $110,992,000, our unrestricted marketable equity securities of $146,636,000, 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

 

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 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 June 30, 2025, we have available for sale marketable debt securities in the amount of $133,701,000. 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.

 

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.

 

Our credit facility exposes us to variability in interest payments due to changes in Secured Overnight Financing Rate ("SOFR") interest rates. We manage our exposure to this interest rate risk by monitoring available financing alternatives. Our credit agreement requires principal and interest payments to be paid through maturity, pursuant to the amortization schedule.

 

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.

 

38

 

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 June 30, 2025, the fair value of our marketable equity securities is approximately $162,905,000. Of the $162.9 million equity securities portfolio, our investment in NHI comprises approximately $114.3 million, or 70.2%, 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 $16.3 million. At June 30, 2025, our equity securities had net unrealized gains of $120.5 million. Of the $120.5 million of net unrealized gains, $89.6 million is related to our investment in NHI. 

 

Item 4.

Controls and Procedures.

 

As of June 30, 2025, 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 June 30, 2025.

 

During the period covered by this report, there have been no changes in our internal control over financial reporting 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 16 of this Form 10–Q.

 

Item 1A.

Risk Factors.

 

During the six months ended June 30, 2025, 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, 2024.

 

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

 

39

 

 

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.)

     

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)

 

40

 

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: August 7, 2025

/s/ Stephen F. Flatt

 
 

Stephen F. Flatt

 
 

Chief Executive Officer

 
     
     

Date: August 7, 2025

/s/ Brian F. Kidd

 
 

Brian F. Kidd

 
 

Senior Vice President and Chief Financial Officer

 

 

41

FAQ

How many CRWV shares did SVP Chen Goldberg acquire?

Goldberg received 150,000 Class A shares from RSU vesting and now directly owns 75,058 shares after tax withholding.

Were any CoreWeave shares sold on the open market?

No. Shares were only withheld by the company for taxes; there was no market sale.

What is the current unvested equity held by the insider?

Goldberg holds approximately 589,240 unvested RSUs that vest through 2026.

What price was used for tax withholding?

The company withheld shares at $106.01 per share.

Do the reported RSUs expire?

The RSUs do not expire; they either vest on schedule or are forfeited if service conditions are not met.
National Health

NYSE:NHC

NHC Rankings

NHC Latest News

NHC Latest SEC Filings

NHC Stock Data

1.49B
12.53M
18.84%
60.1%
1.61%
Medical Care Facilities
Services-skilled Nursing Care Facilities
United States
MURFREESBORO