8-K
NATIONAL HEALTHCARE CORP (NHC)
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): November 7, 2025 (November 7, 2025)
NATIONAL HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware<br><br> <br>(State or other jurisdiction of<br><br> <br>incorporation) | 001-13489<br><br> <br>(Commission File Number) | 52-2057472<br><br> <br>(I.R.S. Employer Identification<br><br> <br>No.) |
|---|---|---|
| 100 E. Vine Street<br><br> <br>Murfreesboro, Tennessee<br><br> <br>(Address of Principal Executive<br><br> <br>Offices) | 37130<br><br> <br>(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 November 7, 2025, announcing its September 30, 2025 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 7, 2025 by National HealthCare Corporation announcing September 30, 2025 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 7, 2025
| NATIONAL HEALTHCARE CORPORATION | ||
|---|---|---|
| By: | /s/ | Brian F. Kidd |
| Name:<br><br> <br>Title: | Brian F. Kidd<br><br> <br>Senior VP/Chief Financial Officer | |
| --- | --- |
ex_884672.htm
Exhibit 99.1
For release: November 7, 2025
Contact: Brian F. Kidd, SVP/CFO
Phone: (615) 890-2020
NHC Reports Third Quarter 2025 Earnings
MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE American: NHC), the nation's oldest publicly traded senior health care company, announced today net operating revenues for the quarter ended September 30, 2025 totaled $382,661,000 compared to $340,198,000 for the quarter ended September 30, 2024, an increase of 12.5%. The increase in net operating revenues for the third quarter of 2025 compared to the third quarter of 2024 was due to an 8.7% increase in same-facility net operating revenues, as well as the August 1, 2024 acquisition of White Oak Management, Inc. (“White Oak”).
For the quarter ended September 30, 2025, the reported GAAP net income attributable to NHC was $39,239,000 compared to $42,789,000 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 September 30, 2025 was $24,744,000 compared to $19,910,000 for the same period in 2024, an increase of 24.3% ^(*)^. The GAAP diluted earnings per share were $2.50 and $2.73 for the quarters ending September 30, 2025 and 2024, respectively. Adjusted diluted earnings per share were $1.58 and $1.27 for the quarters ending September 30, 2025 and 2024, respectively ^(*)^.
(*) - See the tables below that provide a reconciliation of GAAP to non-GAAP items.
About NHC
As of November 1, 2025, NHC affiliates operate for themselves and third parties 80 skilled nursing facilities with 10,329 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 33 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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Consolidated Statements of Operations
(in thousands, except share and per share amounts)
| Three Months Ended | Nine Months Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30 | September 30 | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (unaudited) | (unaudited) | |||||||||||
| Revenues: | ||||||||||||
| Net patient revenues | $ | 370,989 | $ | 328,674 | $ | 1,095,945 | $ | 894,415 | ||||
| Other revenues | **** | 11,672 | 11,524 | **** | 35,323 | 34,172 | ||||||
| Government stimulus income | **** | - | - | **** | - | 9,445 | ||||||
| Net operating revenues and grant income | **** | 382,661 | 340,198 | **** | 1,131,268 | 938,032 | ||||||
| Costs and expenses: | ||||||||||||
| Salaries, wages and benefits | **** | 233,176 | 213,395 | **** | 687,840 | 576,609 | ||||||
| Other operating | **** | 96,604 | 82,509 | **** | 281,004 | 238,092 | ||||||
| Facility rent | **** | 11,345 | 10,886 | **** | 34,038 | 31,804 | ||||||
| Depreciation and amortization | **** | 11,158 | 10,619 | **** | 33,151 | 30,543 | ||||||
| Total costs and expenses | **** | 352,283 | 317,409 | **** | 1,036,033 | 877,048 | ||||||
| Income from operations | **** | 30,378 | 22,789 | **** | 95,235 | 60,984 | ||||||
| Non-operating income | **** | 4,660 | 4,224 | **** | 13,871 | 14,865 | ||||||
| Interest expense | **** | (1,456 | ) | (1,742 | ) | **** | (5,555 | ) | (1,788 | ) | ||
| Unrealized gains on marketable equity securities | **** | 20,827 | 32,767 | **** | 26,748 | 56,290 | ||||||
| Income before income taxes | **** | 54,409 | 58,038 | **** | 130,299 | 130,351 | ||||||
| Income tax provision | **** | (13,400 | ) | (15,338 | ) | **** | (32,887 | ) | (34,294 | ) | ||
| Net income | **** | 41,009 | 42,700 | **** | 97,412 | 96,057 | ||||||
| Net income attributable to noncontrolling interest | **** | (1,770 | ) | 89 | **** | (2,246 | ) | (211 | ) | |||
| Net income attributable to National HealthCare Corporation | $ | 39,239 | $ | 42,789 | $ | 95,166 | $ | 95,846 | ||||
| Net income per common share | ||||||||||||
| Basic | $ | 2.53 | $ | 2.78 | $ | 6.15 | $ | 6.23 | ||||
| Diluted | $ | 2.50 | $ | 2.73 | $ | 6.10 | $ | 6.15 | ||||
| Weighted average common shares outstanding | ||||||||||||
| Basic | **** | 15,484,464 | 15,411,680 | **** | 15,461,804 | 15,384,758 | ||||||
| Diluted | **** | 15,664,530 | 15,667,321 | **** | 15,613,505 | 15,576,294 | ||||||
| Dividends declared per common share | $ | 0.64 | $ | 0.61 | $ | 1.89 | $ | 1.81 | ||||
| Balance Sheet Data | September 30 | December 31 | ||||||||||
| --- | --- | --- | --- | --- | ||||||||
| (in thousands) | 2025 | 2024 | ||||||||||
| (unaudited) | ||||||||||||
| Cash, cash equivalents and marketable securities | $ | 297,383 | $ | 216,185 | ||||||||
| Restricted cash, cash equivalents and marketable securities | **** | 161,299 | 163,795 | |||||||||
| Current assets | **** | 493,519 | 424,408 | |||||||||
| Property and equipment, net | **** | 675,169 | 684,289 | |||||||||
| Total assets | **** | 1,572,142 | 1,524,429 | |||||||||
| Current liabilities, excluding current long-term debt | **** | 274,859 | 227,297 | |||||||||
| Current and long-term debt | **** | 73,125 | 137,000 | |||||||||
| NHC stockholders' equity | **** | 1,052,979 | 980,161 | |||||||||
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| --- |
Selected Operating Statistics
| Three Months Ended | Nine Months Ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| September 30 | September 30 | ||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||
| (unaudited) | (unaudited) | ||||||||||
| Skilled Nursing Per Diems: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Medicare | $ | 613.12 | $ | 578.12 | $ | 613.35 | $ | 579.24 | |||
| Managed Care | **** | 417.32 | (2) | 459.94 | **** | 452.02 | (2) | 459.64 | |||
| Medicaid | **** | 284.60 | 290.00 | **** | 284.25 | 274.44 | |||||
| Private Pay and Other | **** | 334.71 | 323.36 | **** | 337.64 | 315.09 | |||||
| Average Skilled Nursing Per Diem | $ | 350.85 | $ | 350.85 | $ | 357.42 | (1) | $ | 344.76 | (1) | |
| Skilled Nursing Patient Days: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Medicare | **** | 82,501 | 79,957 | **** | 252,370 | 235,715 | |||||
| Managed Care | **** | 81,338 | 70,635 | **** | 247,999 | 199,023 | |||||
| Medicaid | **** | 369,895 | 344,940 | **** | 1,102,224 | 906,265 | |||||
| Private Pay and Other | **** | 206,639 | 177,846 | **** | 585,435 | 485,523 | |||||
| Total Skilled Nursing Patient Days | **** | 740,373 | 673,378 | **** | 2,188,028 | (1) | 1,826,526 | (1) | |||
| ^(1)^ NHC exited three skilled nursing facilities in Missouri on March 1, 2024. For the nine months ended September 30, 2024, the exited Missouri skilled nursing facilities had an average skilled nursing per diem of $275.64 and 20,267 patient days. | |||||||||||
| --- | |||||||||||
| ^(2)^ For the three and nine months ended September 30, 2025, the average Managed Care skilled nursing per diem is lower due to the delayed timing of incentive quality payments from our NHC Advantage managed care program. Excluding the incentive quality payments from NHC Advantage, the average Medicare Advantage per diem increased 2.7% during the third quarter of 2025 compared to the same period a year ago. For the nine months ending September 30, 2025, the average Medicare Advantage per diem increased 5.3% compared to the same period a year ago. |
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 | |||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| (unaudited) | (unaudited) | |||||||||||
| Net income attributable to National Healthcare Corporation | $ | 39,239 | $ | 42,789 | $ | 95,166 | $ | 95,846 | ||||
| Non-GAAP adjustments | ||||||||||||
| Unrealized gains on marketable equity securities | **** | (20,827 | ) | (32,767 | ) | **** | (26,748 | ) | (56,290 | ) | ||
| Operating results for newly-opened operations not at full capacity | **** | - | 120 | **** | - | 140 | ||||||
| Gains on sale of assets | **** | - | - | **** | (3,606 | ) | (1,024 | ) | ||||
| Stock-based compensation expense | **** | 1,239 | 1,093 | **** | 3,499 | 3,062 | ||||||
| Acquisition-related expenses | **** | - | 637 | **** | - | 2,831 | ||||||
| Employee retention credit | **** | - | - | **** | - | (9,445 | ) | |||||
| Income tax provision on non-GAAP adjustments | **** | 5,093 | 8,038 | **** | 6,982 | 15,789 | ||||||
| Non-GAAP Net income | $ | 24,744 | $ | 19,910 | $ | 75,293 | $ | 50,909 | ||||
| GAAP diluted earnings per share | $ | 2.50 | $ | 2.73 | $ | 6.10 | $ | 6.15 | ||||
| Non-GAAP adjustments | ||||||||||||
| Unrealized gains on marketable equity securities | **** | (1.33 | ) | (2.09 | ) | **** | (1.71 | ) | (3.59 | ) | ||
| Operating results for newly-opened operations not at full capacity | **** | - | 0.01 | **** | - | 0.01 | ||||||
| Gains on sale of assets | **** | - | - | **** | (0.23 | ) | (0.07 | ) | ||||
| Stock-based compensation expense | **** | 0.08 | 0.07 | **** | 0.22 | 0.20 | ||||||
| Acquisition-related expenses | **** | - | 0.04 | **** | - | 0.18 | ||||||
| Employee retention credit | **** | - | - | **** | - | (0.62 | ) | |||||
| Income tax provision on non-GAAP adjustments | **** | 0.33 | 0.51 | **** | 0.45 | 1.01 | ||||||
| Non-GAAP diluted earnings per share | $ | 1.58 | $ | 1.27 | $ | 4.83 | $ | 3.27 |