Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 9, 2024 (August 9, 2024)

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-13489 (Commission File Number)	52-2057472 (I.R.S. Employer Identification No.)
100 E. Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices)		37130 (Zip Code)

Registrant’s telephone number, including area code: (615) 890-2020

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	NHC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1988 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 standards pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

National HealthCare Corporation (“NHC”) issued a press release on August 9, 2024, announcing its June 30, 2024 earnings. The entire press release is attached as Exhibit 99.1 and is incorporated by reference herein.

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits.

Exhibit No.	Description of Exhibit
99.1	Copy of press release issued on August 9, 2024 by National HealthCare Corporation announcing June 30, 2024 earnings.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

Date: August 9, 2024

NATIONAL HEALTHCARE CORPORATION


By:	/s/	Brian F. Kidd
Name:		Brian F. Kidd
Title:		Senior VP/Chief Financial Officer

Exhibit 99.1

For release: August 9, 2024

Contact: Brian F. Kidd, SVP/CFO

Phone: (615) 890-2020

NHC Reports Second Quarter 2024 Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE American: NHC), the nation's oldest publicly traded senior health care company, announced today net operating revenues and grant income for the quarter ended June 30, 2024 totaled $300,658,000 compared to $282,582,000 for the quarter ended June 30, 2023, an increase of 6.4%. Excluding the governmental stimulus income and supplemental Medicaid payments from various states, as well as the three skilled nursing facilities in Missouri in which we exited operations in February 2024, same-facility net operating revenues increased 8.0% during the second quarter of 2024 compared to the same period a year ago.

For the quarter ended June 30, 2024, the reported GAAP net income attributable to NHC was $26,844,000 compared to $16,281,000 for the same period in 2023. Excluding the unrealized gains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended June 30, 2024 was $15,612,000 compared to $13,658,000 for the same period in 2023 ^(*). The GAAP diluted earnings per share were $1.73 for the quarter ended June 30, 2024 compared to $1.06 for the quarter ended June 30, 2023. Adjusted diluted earnings per share were $1.00 and $0.89 for the quarters ended June 30, 2024 and 2023, respectively ^(*).

(*) - See the tables below that provide a reconciliation of GAAP to non-GAAP items.

About NHC

As of August 1, 2024, NHC affiliates operate for themselves and third parties 80 skilled nursing facilities with 10,349 beds. NHC affiliates also operate 26 assisted living communities with 1,413 units, nine independent living communities with 778 units, three behavioral health hospitals, 34 homecare agencies, and 30 hospice agencies. NHC’s other services include Alzheimer’s and memory care units, pharmacy services, a rehabilitation services company, and providing management and accounting services to third party post-acute operators. Other information about the company can be found on our web site at www.nhccare.com.

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.

Forward-Looking Statements

Statements in this press release that are not historical facts are forward-looking statements. NHC cautions investors that any forward-looking statements made involve risks and uncertainties and are not guarantees of future performance. The risks and uncertainties are detailed from time to time in reports filed by NHC with the S.E.C., including Forms 8-K, 10-Q, and 10-K. All forward-looking statements represent NHC’s best judgment as of the date of this release.

-more-

Page 2

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Three Months Ended						Six Months Ended
	June 30						June 30
	2024			2023			2024			2023
	(unaudited)						(unaudited)
Revenues and grant income:
Net patient revenues	$	279,918		$	269,605		$	565,741		$	527,612
Other revenues		11,295			12,977			22,648			24,533
Government stimulus income		9,445			-			9,445			-
Net operating revenues		300,658			282,582			597,834			552,145

Costs and expenses:
Salaries, wages and benefits		180,076			175,294			363,214			343,118
Other operating		78,154			73,234			155,583			144,723
Facility rent		10,570			9,901			20,918			19,993
Depreciation and amortization		9,338			10,083			19,924			20,131
Interest		-			93			46			191
Total costs and expenses		278,138			268,605			559,685			528,156

Income from operations		22,520			13,977			38,149			23,989

Non-operating income		4,956			3,696			10,641			8,019
Unrealized gains on marketable equity securities		9,124			4,650			23,523			6,036

Income before income taxes		36,600			22,323			72,313			38,044
Income tax provision		(9,494	)		(6,406	)		(18,956	)		(10,842	)
Net income		27,106			15,917			53,357			27,202

Net (income)/loss attributable to noncontrolling interest		(262	)		364			(300	)		802

Net income attributable to National HealthCare Corporation	$	26,844		$	16,281		$	53,057		$	28,004

Net income per common share
Basic	$	1.74		$	1.06		$	3.45		$	1.83
Diluted	$	1.73		$	1.06		$	3.42		$	1.83

Weighted average common shares outstanding
Basic		15,391,535			15,297,435			15,371,150			15,317,319
Diluted		15,555,612			15,322,344			15,530,624			15,339,240

Dividends declared per common share	$	0.61		$	0.59		$	1.20		$	1.16

Balance Sheet Data	June 30		December 31
(in thousands)	2024		2023
	(unaudited)

Cash, cash equivalents and marketable securities	$	270,019	$	223,620
Restricted cash, cash equivalents and marketable securities		170,264		167,971
Current assets		447,871		406,235
Property and equipment, net		487,193		493,329
Total assets		1,339,699		1,310,796
Current liabilities		216,935		214,476
Stockholders' equity		945,817		908,752

-more-

Page 3

Selected Operating Statistics

Three Months Ended

Six Months Ended

June 30

2024

2023

2024

2023

(unaudited)

Skilled Nursing Per Diems:

Medicare

577.71

548.74

579.81

552.38

Managed Care

447.96

445.00

459.48

444.97

Medicaid

264.49

253.22

264.88

245.12

Private Pay and Other

312.91

275.11

310.31

276.79

Average Skilled Nursing Per Diem

338.86

318.92

⁽¹⁾

341.21

⁽¹⁾

317.38

⁽¹⁾

Skilled Nursing Patient Days:

Medicare

74,602

79,981

155,758

164,013

Managed Care

62,957

59,567

128,388

118,013

Medicaid

279,504

284,681

561,325

561,187

Private Pay and Other

150,234

164,000

307,677

321,422

Total Skilled Nursing Patient Days

567,297

588,229

⁽¹⁾

1,153,148

⁽¹⁾

1,164,635

⁽¹⁾

⁽¹⁾ NHC exited three skilled nursing facilities in Missouri on March 1, 2024. For the first quarter of 2024, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $259.56 and 20,267 patient days. For the three months ended June 30, 2023, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $259.43 and 31,945 patient days. For the six months ended June 30, 2023, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $250.72 and 62,889 patient days.

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

	Three Months Ended						Six Months Ended
	June 30						June 30
	2024			2023			2024			2023
	(unaudited)						(unaudited)

Net income attributable to National Healthcare Corporation	$	26,844		$	16,281		$	53,057		$	28,004
Non-GAAP adjustments
Unrealized gains on marketable equity securities		(9,124	)		(4,650	)		(23,523	)		(6,036	)
Operating results for newly opened operations not at full capacity⁽²⁾		20			333			20			1,550
Stock-based compensation expense		1,176			772			1,969			1,411
Gain on sale of unconsolidated company		-			-			(1,024	)		-
Acquisition-related expenses ⁽³⁾		2,194			-			2,194			-
Employee retention credit		(9,445	)		-			(9,445	)		-
Income tax provision on non-GAAP adjustments		3,947			922			7,750			800
Non-GAAP Net income	$	15,612		$	13,658		$	30,998		$	25,729

GAAP diluted earnings per share	$	1.73		$	1.06		$	3.42		$	1.83
Non-GAAP adjustments
Unrealized gains on marketable equity securities		(0.43	)		(0.23	)		(1.12	)		(0.29	)
Operating results for newly opened operations not at full capacity ⁽²⁾		-			0.02			-			0.07
Stock-based compensation expense		0.05			0.04			0.10			0.07
Gain on sale of unconsolidated company		-			-			(0.05	)		-
Acquisition-related expenses ⁽³⁾		0.10			-			0.10			-
Employee retention credit		(0.45	)		-			(0.45	)		-
Non-GAAP diluted earnings per share	$	1.00		$	0.89		$	2.00		$	1.68

⁽²⁾ The operating results for newly opened facilities or agencies not at full capacity include newly constructed healthcare facilities or agencies that are still considered in the start-up phase, which are two hospice agencies for the three and six months ended June 30, 3024. For the three and six months ended June 30, 2023, included are two behavioral health hospitals, two homecare agencies, and two hospice agencies.

⁽³⁾ Represents expenses incurred to acquire the White Oak operations that are not capitalizable.

###

Document And Entity Information	Aug. 09, 2024
Document Information [Line Items]
Entity, Registrant Name	NATIONAL HEALTHCARE CORPORATION
Document, Type	8-K
Document, Period End Date	Aug. 09, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-13489
Entity, Tax Identification Number	52-2057472
Entity, Address, Address Line One	100 E. Vine Street
Entity, Address, City or Town	Murfreesboro
Entity, Address, State or Province	TN
Entity, Address, Postal Zip Code	37130
City Area Code	615
Local Phone Number	890-2020
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NHC
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001047335