CONTROLS AND PROCEDURES
+Added: Limitations on Effectiveness of Controls and Procedures
+Added: In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.
+Added: In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Evaluation of Disclosure Controls and Procedures
6 unchanged sentences
Our independent registered public accounting firm, Ernst & Young LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.
+Added: As permitted by guidance issued by the SEC that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management's evaluation of disclosure controls and procedures, management excluded an assessment of the internal controls of White Oak Senior Living, which we acquired on August 1, 2024, from its evaluation of the effectiveness of our disclosure controls and procedures.
+Added: White Oak Senior Living represented 16% of our consolidated total assets, 23% of our consolidated net assets, 7% of our consolidated net operating revenues and grant income, and 4% of our net income attributable to NHC for the year ended December 31, 2024.
+Added: We are in the process of integrating White Oak Senior Living into our system of internal control over financial reporting.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
3 unchanged sentences
In our opinion, National HealthCare Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on the COSO criteria.
+Added: As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of White Oak Senior Living, which is included in the 2024 consolidated financial statements of the Company and constituted approximately 16% and 23% of consolidated total and net assets, respectively as of December 31, 2024 and 7% and 4% of consolidated net operating revenues and grant income and net income attributable to National HealthCare Corporation, respectively, for the year then ended.
+Added: Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of White Oak Senior Living.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 27, 2025 expressed an unqualified opinion thereon.
19 unchanged sentences
C hanges in Internal Control
−Removed: There were no changes in our internal control over financial reporting during the quarter ended December 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
+Added: Other than with respect to the integration of White Oak Senior Living into our system of internal control over financial reporting, there have been no changes in our internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
29 unchanged sentences
Allowance for doubtful accounts
−Removed: $ 5,672 $ 3,886 $ − $ 3,147 (1) $ 6,411
Accrued risk reserves
−Removed: $ 99,537 $ 82,219 $ − $ 83,708 $ 98,048
For the year ended December 31, 2023
Allowance for doubtful accounts
−Removed: $ 6,411 $ 4,711 $ − $ 4,876 (1) $ 6,246
Accrued risk reserves
−Removed: $ 98,048 $ 81,743 $ − $ 77,322 $ 102,469
For the year ended December 31, 2024
Allowance for doubtful accounts
−Removed: $ 6,246 $ 7,424 $ − $ 5,616 (1) $ 8,054
Accrued risk reserves
−Removed: $ 102,469 $ 81,364 $ − $ 80,574 $ 103,259
(1) Amounts written off, net of recoveries
89 unchanged sentences
National HealthCare Corporation General Policy on Insider Trading
−Removed: Filed Herewith
+Added: Incorporated by reference to Exhibit 10.24 of National HealthCare Corporation’s Form 10-K filed February 16, 2024
National HealthCare Corporation Compensation Recoupment Policy
+Added: Incorporated by reference to Exhibit 10.25 of National HealthCare Corporation’s Form 10-K filed February 16, 2024
+Added: Purchase and Sale Agreement dated May 31, 2024 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and Douglas M.
+Added: Cecil, Oliver K.
+Added: Cecil, Jr., Dorothy Dean Cecil, Jeni Cecil Feeser, Beth Creech Cecil, John Barber And Teresa J.
+Added: Cecil, As Trustee Of The Teresa J.
+Added: Cecil Revocable Trust U/A Dated July 20, 2006, As Amended And Restated On February 15, 2023
+Added: Incorporated by reference to Exhibit 10.1 to the quarterly report on Form 10-Q filed on August 8, 2024
+Added: Amended and restated National HealthCare Corporation General Policy on Insider Trading
Filed Herewith
47 unchanged sentences
February 27, 2025
−Removed: /s/ Ernest G.
February 27, 2025
−Removed: February 16, 2024
/s/ Sandra Y.
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.