National Healthcare Corporation

04/08/2025 | Press release | Distributed by Public on 04/08/2025 14:07

Change in Certifying Accountants (Form 8-K)

ITEM 4.01. Change in Registrant's Certifying Accountant
On April 3, 2025, National Healthcare Corporation (the "Company"), at the direction of the Audit Committee of the Board of Directors of the Company (the "Audit Committee"), approved the appointment of Deloitte & Touche LLP ("Deloitte") as the Company's new independent registered public accounting firm to audit the Company's consolidated financial statements for the year ending December 31, 2025 and the dismissal of Ernst & Young LLP ("EY") as the Company's independent registered public accounting firm, in each case, effective as of April 3, 2025. The engagement of Deloitte is subject to the completion of Deloitte's standard client acceptance procedures and execution of an engagement letter.
During the Company's two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through April 3, 2025, neither the Company nor anyone acting on its behalf consulted with Deloitte regarding either (a) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided nor oral advice was provided to the Company that Deloitte concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (b) any matter that was either the subject of a "disagreement" (as defined in Item 304(a)(1)(iv) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended ("Regulation S-K") and the related instructions thereto) or a "reportable event" (as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto).
The Company notified EY on April 3, 2025, that it would be dismissed as the Company's independent registered public accounting firm, effective as of April 3, 2025. EY's reports on the Company's financial statements for the fiscal years ended December 31, 2024, and 2023 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Company's two most recent fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through April 3, 2025, there were (i) no "disagreements" within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto with EY on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EY, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the consolidated financial statements of the Company for such years, and (ii) no "reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto.
The Company has provided EY with a copy of the disclosures under this Item 4.01 and has requested that EY furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 and, if not, stating the respects in which it does not agree. EY's letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.