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): February 16, 2024 (February 16, 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 February 16, 2024, announcing its December 31, 2023 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 February 16, 2024 by National HealthCare Corporation announcing December 31, 2023 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: February 16, 2024

NATIONAL HEALTHCARE CORPORATION


By:	/s/	Brian F. Kidd

Name:

Title:

Brian F. Kidd

Senior VP/Chief Financial Officer

Exhibit 99.1

For release: February 16, 2024

Contact: Brian F. Kidd, SVP/CFO

Phone: (615) 890-2020

NHC Reports 2023 Year End 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 year ended December 31, 2023 totaled $1,141,544,000 compared to $1,085,738,000 for the year ended December 31, 2022, an increase of 5.1%. Excluding the government stimulus income and the seven skilled nursing facilities in Massachusetts and New Hampshire in which we ceased operations in September 2022, same-facility net operating revenues increased 11.3% for the year ended December 31, 2023 compared to the 2022 year.

For the year ended December 31, 2023, the reported GAAP net income attributable to NHC was $66,798,000 compared to $22,445,000 for the 2022 year. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the year ended December 31, 2023 was $54,934,000 compared to $37,323,000 for the 2022 year ^(*), an increase of 47.2%. GAAP diluted earnings per share were $4.34 compared to $1.45 for the years ended December 31, 2023 and 2022, respectively. Adjusted diluted earnings per share were $3.55 compared to $2.42 for the years ended December 31, 2023 and 2022, respectively ^(*).

For the quarter ended December 31, 2023, the reported GAAP net income attributable to NHC was $28,406,000 compared to $6,353,000 for the same period in 2022. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended December 31, 2023 was $15,955,000 compared to $11,046,000 for the same period in 2022 ^(*), an increase of 44.4%. The GAAP diluted earnings per share were $1.83 compared to $0.41 for the quarters ended December 31, 2023 and 2022, respectively. Adjusted diluted earnings per share were $1.03 compared to $0.72 for the quarters ended December 31, 2023 and 2022, respectively ^(*).

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

About NHC

NHC affiliates operate for themselves and third parties 68 skilled nursing facilities with 8,732 beds. NHC affiliates also operate 26 assisted living communities with 1,501 units, five independent living communities with 475 units, three behavioral health hospitals, 35 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.

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Page 2

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Three Months Ended						Years Ended
	December 31						December 31
	2023			2022			2023			2022
Revenues and grant income:
Net patient revenues	$	282,997		$	252,424		$	1,087,614		$	1,029,085
Other revenues		17,917			11,612			53,930			45,196
Government stimulus income		-			517			-			11,457
Net operating revenues and grant income		300,914			264,553			1,141,544			1,085,738

Costs and expenses:
Salaries, wages and benefits		186,562			167,341			712,344			686,169
Other operating		70,970			67,365			288,183			285,644
Facility rent		11,438			10,207			41,525			40,977
Depreciation and amortization		11,768			10,478			42,034			40,489
Interest		56			112			324			563
Total costs and expenses		280,794			255,503			1,084,410			1,053,842

Income from operations		20,120			9,050			57,134			31,896

Non-operating income		4,544			2,690			16,660			11,141
Unrealized gains/(losses) on marketable equity securities		12,001			(4,327	)		14,944			(15,806	)

Income before income taxes		36,665			7,413			88,738			27,231
Income tax provision		(8,700	)		(1,839	)		(23,450	)		(7,254	)
Net income		27,965			5,574			65,288			19,977

Net loss attributable to noncontrolling interest		441			779			1,510			2,468

Net income attributable to National HealthCare Corporation	$	28,406		$	6,353		$	66,798		$	22,445

Net income per common share
Basic	$	1.86		$	0.41		$	4.36		$	1.46
Diluted	$	1.83		$	0.41		$	4.34		$	1.45

Weighted average common shares outstanding
Basic		15,306,253			15,326,680			15,310,142			15,410,222
Diluted		15,486,573			15,358,488			15,377,343			15,447,211

Dividends declared per common share	$	0.59		$	0.57		$	2.34		$	2.26

Balance Sheet Data	Dec 31,		Dec 31,
(in thousands)	2023		2022

Cash, cash equivalents and marketable securities	$	223,620	$	182,589
Restricted cash, cash equivalents and marketable securities		167,971		158,067
Current assets		406,235		353,932
Property and equipment, net		493,329		506,532
Total assets		1,310,796		1,275,450
Current liabilities		214,476		197,887
Stockholders' equity		910,480		877,514

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Page 3

Selected Operating Statistics

	Three Months Ended				Years Ended
	December 31				December 31
	2023		2022		2023		2022
Skilled Nursing Per Diems:
Medicare	$	579.84	$	544.11	$	559.07	$	541.23
Managed Care		478.51		482.99		464.89		439.07
Medicaid		268.58		236.86		253.95		232.22
Private Pay and Other		290.85		265.55		282.14		267.50
Average Skilled Nursing Per Diem	$	337.57	$	310.82	$	324.53	$	304.04	⁽¹⁾

Skilled Nursing Patient Days:
Medicare		79,025		82,965		318,253		341,926
Managed Care		62,031		51,003		242,023		214,826
Medicaid		288,538		284,208		1,140,612		1,204,139
Private Pay and Other		170,916		157,174		663,195		646,651
Total Skilled Nursing Patient Days		600,510		575,350		2,364,083		2,407,542	⁽¹⁾

⁽¹⁾ For the year ended December 31, 2022, the skilled nursing per diems and patient days listed above include the seven skilled nursing facilities that were located in Massachusetts and New Hampshire through August 31, 2022. NHC exited these seven skilled nursing facilities on September 1, 2022. For the years ended December 31, 2022, the exited Massachusetts and New Hampshire skilled nursing facilities had an average skilled nursing per diem of $294.55 and 140,105 total patient days.

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

	Three Months Ended						Years Ended
	December 31						December 31
	2023			2022			2023			2022

Net income attributable to National Healthcare Corporation	$	28,406		$	6,353		$	66,798		$	22,445
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities		(12,001	)		4,327			(14,944	)		15,806
Gain on sale of property and equipment		(6,230	)		-			(6,230	)		-
Operating results for newly opened operations not at full capacity⁽²⁾		742			1,383			2,359			5,416
Impairment/(recovery) of assets		-			-			-			(3,728	)
Stock-based compensation expense		663			632			2,782			2,612
Income tax (benefit)/provision on non-GAAP adjustments		4,375			(1,649	)		4,169			(5,228	)
Non-GAAP Net income	$	15,955		$	11,046		$	54,934		$	37,323

GAAP diluted earnings per share	$	1.83		$	0.41		$	4.34		$	1.45
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities		(0.57	)		0.21			(0.72	)		0.76
Gain on sale of property and equipment		(0.30	)					(0.30	)
Operating results for newly opened operations not at full capacity ⁽²⁾		0.04			0.07			0.10			0.26
Impairment/(recovery) of assets		-						-			(0.18	)
Stock-based compensation expense		0.03			0.03			0.13			0.13
Non-GAAP diluted earnings per share	$	1.03		$	0.72		$	3.55		$	2.42

⁽²⁾ The newly opened operations not at full capacity for the 2023 periods presented consisted of operations opened from 2021 through 2023. This consisted of two behavioral health hospitals, two homecare agencies, and two hospice agencies. The newly opened operations for the 2022 periods presented consisted of operations opened from 2020 through 2022. This consisted of two behavioral health hospitals, one homecare agency, and one hospice agency.

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Document And Entity Information	Feb. 16, 2024
Document Information [Line Items]
Entity, Registrant Name	NATIONAL HEALTHCARE CORPORATION
Document, Type	8-K
Document, Period End Date	Feb. 16, 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