Form 8-K - Current report

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

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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): November 12, 2024 (November 8, 2024)

 

 

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NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

 

 

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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		37130
(Address of Principal Executive Offices)		(Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

Not Applicable

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

 

 

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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. ☐

 

 

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ITEM 2.02.         RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

National HealthCare Corporation (“NHC”) issued a press release on November 8, 2024, announcing its September 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 November 8, 2024 by National HealthCare Corporation announcing September 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:         November 12, 2024

 

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

 

 

Exhibit 99.1

 

 

 

For release: November 8, 2024

Contact: Brian F. Kidd, SVP/CFO

Phone: [phone]

 

NHC Reports Third 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 September 30, 2024 totaled $340,198,000 compared to $288,485,000 for the quarter ended September 30, 2023, an increase of 17.9%. The increase in net operating revenues for the third quarter of 2024 compared to the same period last year was primarily related to the August 1, 2024 acquisition of White Oak Manor (“White Oak”). The White Oak operations consist of 21 healthcare operations, which includes 15 skilled nursing facilities, two assisted living facilities, and four independent living facilities.

 

For the quarter ended September 30, 2024, the reported GAAP net income attributable to NHC was $42,789,000 compared to $10,388,000 for the same period in 2023. Excluding the unrealized gains or losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended September 30, 2024 was $19,910,000 compared to $13,250,000 for the same period in 2023, an increase of 50.3% ^(*). The GAAP diluted earnings per share were $2.73 for the quarter ended September 30, 2024 compared to $0.68 for the quarter ended September 30, 2023. Adjusted diluted earnings per share were $1.27 and $0.86 for the quarters ended September 30, 2024 and 2023, 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 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 777 units, three behavioral health hospitals, 34 homecare agencies, and 32 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								Nine Months Ended
		September 30								September 30
		2024				2023				2024				2023
		(unaudited)								(unaudited)
Revenues and grant income:
Net patient revenues		$	328,674			$	277,005			$	894,415			$	804,617
Other revenues			11,524				11,480				34,172				36,013
Government stimulus income			-				-				9,445				-
Net operating revenues and grant income			340,198				288,485				938,032				840,630
Costs and expenses:
Salaries, wages and benefits			213,395				182,664				576,609				525,782
Other operating			82,509				72,490				238,092				217,213
Facility rent			10,886				10,094				31,804				30,087
Depreciation and amortization			10,619				10,135				30,543				30,266
Interest			1,742				77				1,788				268
Total costs and expenses			319,151				275,460				878,836				803,616
Income from operations			21,047				13,025				59,196				37,014
Non-operating income			4,224				4,097				14,865				12,116
Unrealized gains/(losses) on marketable equity securities			32,767				(3,093	)			56,290				2,943
Income before income taxes			58,038				14,029				130,351				52,073
Income tax provision			(15,338	)			(3,908	)			(34,294	)			(14,750	)
Net income			42,700				10,121				96,057				37,323
Net (income)/loss attributable to noncontrolling interest			89				267				(211	)			1,069
Net income attributable to National HealthCare Corporation		$	42,789			$	10,388			$	95,846			$	38,392
Net income per common share
Basic		$	2.78			$	0.68			$	6.23			$	2.51
Diluted		$	2.73			$	0.68			$	6.15			$	2.50
Weighted average common shares outstanding
Basic			15,411,680				15,299,913				15,384,758				15,311,453
Diluted			15,667,321				15,324,511				15,576,294				15,334,269
Dividends declared per common share		$	0.61			$	0.59			$	1.81			$	1.75

 

Balance Sheet Data		September 30				December 31
(in thousands)		2024				2023
		(unaudited)
Cash, cash equivalents and marketable securities		$	249,561			$	223,620
Restricted cash, cash equivalents and marketable securities			177,179				167,971
Current assets			445,726				406,235
Property and equipment, net			686,425				493,329
Total assets			1,562,707				1,310,796
Current liabilities, excluding long-term debt due within one year			240,446				214,476
Current and long-term debt			147,000				-
NHC stockholders' equity			983,468				908,752

 

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Page 3

Selected Operating Statistics

 

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2024				2023				2024				2023
		(unaudited)								(unaudited)
Skilled Nursing Per Diems:
Medicare		$	578.12			$	551.82			$	579.24			$	552.21
Managed Care			459.94				489.18				459.64				460.20
Medicaid			290.00				256.46				274.44				248.99
Private Pay and Other			323.36				283.49				315.09				279.12
Average Skilled Nursing Per Diem		$	350.85			$	325.34	(1)		$	344.76	(1)		$	320.09	(1)
Skilled Nursing Patient Days:
Medicare			79,957				75,215				235,715				239,228
Managed Care			70,635				61,979				199,023				179,992
Medicaid			344,940				290,887				906,265				852,074
Private Pay and Other			177,846				170,857				485,523				492,279
Total Skilled Nursing Patient Days			673,378				598,938	(1)			1,826,526	(1)			1,763,573	(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 September 30, 2023, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $244.20 and 32,141 patient days. For the nine months ended September 30, 2023, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $248.51 and 95,030 patient days. 

 

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

 

		Three Months Ended								Nine Months Ended
		September 30								September 30
		2024				2023				2024				2023
		(unaudited)								(unaudited)
Net income attributable to National Healthcare Corporation		$	42,789			$	10,388			$	95,846			$	38,392
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities			(32,767	)			3,093				(56,290	)			(2,943	)
Operating results for newly opened operations not at full capacity (2)			120				66				140				1,616
Stock-based compensation expense			1,093				708				3,062				2,119
Gain on sale of unconsolidated company			-				-				(1,024	)			-
Acquisition-related expenses (3)			637				-				2,831				-
Employee retention credit			-				-				(9,445	)			-
Income tax provision on non-GAAP adjustments			8,038				(1,005	)			15,789				(206	)
Non-GAAP Net income		$	19,910			$	13,250			$	50,909			$	38,978
GAAP diluted earnings per share		$	2.73			$	0.68			$	6.15			$	2.51
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities			(1.55	)			0.15				(2.67	)			(0.14	)
Operating results for newly opened operations not at full capacity (2)			0.01				-				0.01				0.07
Stock-based compensation expense			0.05				0.03				0.15				0.10
Gain on sale of unconsolidated company			-				-				(0.05	)			-
Acquisition-related expenses (3)			0.03				-				0.13				-
Employee retention credit			-				-				(0.45	)			-
Non-GAAP diluted earnings per share		$	1.27			$	0.86			$	3.27			$	2.54

 

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

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

 

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Document And Entity Information	Nov. 08, 2024
Document Information [Line Items]
Entity, Registrant Name	NATIONAL HEALTHCARE CORPORATION
Document, Type	8-K
Document, Period End Date	Nov. 08, 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

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