Business Context and Reporting Period
This Form 8-K Current Report is filed by National Healthcare Corporation (NHC), a Delaware corporation, with the Securities and Exchange Commission. The report covers the event date of April 3, 2025, with the filing date of April 8, 2025. The primary purpose of this filing is to disclose a change in the Company's independent registered public accounting firm.
Key Financial Metrics
This filing is a current report regarding a corporate governance event and does not contain financial performance data. Consequently, there are no reported values for revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes
- Appointment of New Auditor: The Audit Committee approved the appointment of Deloitte & Touche LLP as the new independent registered public accounting firm, effective April 3, 2025, to audit the fiscal year ending December 31, 2025.
- Dismissal of Former Auditor: Ernst & Young LLP (EY) was dismissed as the independent registered public accounting firm, effective April 3, 2025.
- Audit History: EY's reports for the fiscal years ended December 31, 2024, and 2023, were unqualified and did not contain adverse opinions, disclaimers, or modifications regarding uncertainty, audit scope, or accounting principles.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, outlook, or management commentary on future business performance. Regarding risks and contingencies related to the auditor change:
- No Disagreements: The Company reported no "disagreements" with EY on accounting principles, practices, financial statement disclosure, or auditing scope during the two most recent fiscal years or the interim period through April 3, 2025.
- No Reportable Events: There were no "reportable events" as defined by Regulation S-K during the same periods.
- Consultations: The Company did not consult with Deloitte regarding accounting principles or audit opinions prior to the engagement.
- Engagement Status: The engagement of Deloitte is subject to the completion of standard client acceptance procedures and the execution of an engagement letter.
Investor Verification Checklist
- Verify the status of Deloitte's client acceptance procedures and the execution of the engagement letter.
- Review the letter from Ernst & Young LLP (Exhibit 16.1) to confirm their agreement with the Company's statements regarding the dismissal.
- Monitor future filings for the first audited financial statements prepared under Deloitte's supervision for the fiscal year ending December 31, 2025.
- Confirm that no undisclosed disagreements or reportable events exist between the Company and EY by reviewing the full text of Exhibit 16.1.