8-K

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 6, 2013 (November 5, 2013)

____________________________

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 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))

Item 2.02.

Results of Operations and Financial Condition

National HealthCare Corporation (“NHC”) issued a press release on November 5, 2013 announcing its September 30, 2013 earnings.  The entire press release is attached as Exhibit 99.1 and is incorporated by reference herein.

Item 8.01.

Other Events.

NHC issued a press release on November 5, 2013 announcing its preferred and common dividends.  The entire press release is attached as Exhibit 99.2 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 5, 2013 by National HealthCare Corporation announcing September 30, 2013 earnings
99.2	Copy of press release issued on November 5, 2013 by National HealthCare Corporation announcing preferred and common dividends

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 6, 2013

NATIONAL HEALTHCARE CORPORATION

By:  /s/ Donald K. Daniel

Name: Donald K. Daniel

Title:   Senior VP/Controller

            Principal Accounting Officer

EX-99

Exhibit 99.1

For release:  November 5, 2013

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

NHC Reports Third Quarter Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHC.PRA), the nation's oldest publicly traded senior health care company, today announced net income available to common shareholders for the quarter ended September 30, 2013 of $17,710,000 compared to $15,029,000 for the quarter ended September 30, 2012, an increase of 17.8%.  Net income was $1.28 per common share basic for the quarter ended September 30, 2013 compared to $1.08 per common share basic for the quarter ended September 30, 2012.

Revenues for the three months ended September 30, 2013 totaled $195,772,000 compared to $189,307,000 for the same three months of 2012, an increase of 3.4% despite the automatic 2% cuts known as "sequestration" that began on April 1, 2013 for Medicare providers.  

Operating results for the third quarter of 2013 compared to the same quarter last year were favorably impacted by a gain on the recovery of notes receivable in the amount of $5,454,000 (approximately $3,327,000 after income taxes), as well as an improved patient mix, and continued efforts to reduce expenses in our skilled nursing facilities.

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, and include, among others, the following:  liabilities and other claims asserted against us and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions; including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties for whom we have guaranteed debt to refinance certain short term debt obligations; and other factors referenced or incorporated by reference in the S.E.C. filings.  The risks included here are not exhaustive.  All forward-looking statements represent NHC’s best judgment as of the date of this release.

About NHC

NHC affiliates operate for themselves and third parties 68 skilled nursing centers with 8,803 beds.  NHC affiliates also operate 38 homecare programs, five independent living centers and 15 assisted living communities.  NHC’s other services include Alzheimer’s units, long-term care pharmacies, hospice, a rehabilitation services company, and providing management and accounting services to third parties. Other information about the company can be found on our web site at www.nhccare.com.  The reference to our website is not intended to incorporate our website into this press release.

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Page 2
NHC Reports Third Quarter Earnings
Interim Condensed Consolidated Statements of Income
(in thousands, except share and per share amounts)
(unaudited)
			Three Months Ended		Nine Months Ended
			September 30		September 30
Revenues:			2013	2012	2013	2012
	Net patient revenues		$   182,966	$     175,361	$   539,797	$   525,211
	Other revenues		12,806	13,946	42,364	41,814
		Net operating revenues	195,772	189,307	582,161	567,025
Costs and Expenses:
	Salaries, wages and benefits		113,739	106,844	330,160	318,028
	Other operating		45,752	48,519	148,891	149,271
	Facility rent		9,889	9,813	29,627	29,507
	Depreciation and amortization		7,045	7,402	20,973	22,168
	Interest		82	119	248	345
		Total costs and expenses	176,507	172,697	529,899	519,319
Income Before Non-Operating Income			19,265	16,610	52,262	47,706
Non-Operating Income			11,171	6,771	24,421	18,546
Income Before Income Taxes			30,436	23,381	76,683	66,252
Income Tax Provision			(10,559)	(6,185)	(28,659)	(22,847)
Net Income			19,877	17,196	48,024	43,405
Dividends to Preferred Stockholders			(2,167)	(2,167)	(6,503)	(6,503)
Net Income Available to Common Stockholders			$     17,710	$      15,029	$     41,521	$     36,902
Earnings Per Common Share
	Basic		$        1.28	$          1.08	$        3.00	$        2.67
	Diluted		$        1.19	$          1.04	$        2.88	$        2.62
Weighted average common shares outstanding
	Basic		13,820,449	13,852,403	13,832,706	13,846,022
	Diluted		16,686,915	16,605,285	16,701,491	16,578,535
		Balance Sheet Data
		(unaudited, in thousands)	Sept. 30	Dec. 31
			2013	2012
		Cash and marketable securities	$   196,609	$     173,951
		Restricted cash and marketable securities	154,010	146,770
		Current assets	439,916	417,245
		Property and equipment, net	454,914	420,907
		Total assets	975,972	924,700
		Current liabilities	255,922	228,761
		Long-term debt	10,000	10,000
		Stockholders' equity	679,656	656,148
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Page 3
NHC Reports Third Quarter Earnings
Selected Operating Statistics
(unaudited)
	Three Months Ended		Nine Months Ended
	September 30		September 30
	2013	2012	2013	2012
Per Diems:
Medicare	$      430.55	$   431.06	$   427.32	$   428.71
Managed Care	$      406.76	$   411.52	$   406.13	$   408.02
Medicaid	$      164.35	$   160.24	$   164.28	$   158.73
Private Pay and Other	$      209.01	$   192.93	$   202.21	$   192.24
Patient Days:
Medicare	118,627	116,593	360,566	360,761
Managed Care	37,384	32,471	108,187	91,414
Medicaid	275,596	271,674	790,482	818,744
Private Pay and Other	154,329	153,217	445,766	448,962
	585,936	573,955	1,705,001	1,719,881
Average Per Diem	$      245.47	$   238.20	$   245.17	$   237.36

EX-99

Exhibit 99.2

For release:  November 5, 2013

Contact: Gerald Coggin, Senior VP of Corporate Relations

Phone: (615) 890-2020

NHC Announces Common Dividend and Preferred Dividend

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHC.PRA), the nation’s oldest publicly traded long-term health care company, announced today that it will pay a quarterly dividend of 32 cents per common share to shareholders of record on December 31, 2013 and payable on March 3, 2014.

The Company will also pay a quarterly dividend of 20 cents per preferred share to shareholders of record on December 16, 2013 and payable on January 15, 2014.

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, and include, among others, the following:  liabilities and other claims asserted against us and patient care liabilities, as well as the resolution of current litigation; availability of insurance and assets for indemnification; national and local economic conditions; including their effect on the availability and cost of labor, utilities and materials; the effect of government regulations and changes in regulations governing the healthcare industry, including our compliance with such regulations; changes in Medicare and Medicaid payment levels and methodologies and the application of such methodologies by the government and its fiscal intermediaries, the ability of third parties for whom we have guaranteed debt to refinance certain short term debt obligations; and other factors referenced or incorporated by reference in the S.E.C. filings.  The risks included here are not exhaustive.  All forward-looking statements represent NHC’s best judgment as of the date of this release.

About NHC

NHC affiliates operate for themselves and third parties 68 long-term health care centers with 8,803 beds.  NHC affiliates also operate 38 homecare programs, five independent living centers and 15 assisted living communities.  NHC’s other services include Alzheimer’s units, long-term care pharmacies, hospice, a rehabilitation services company, and providing management and accounting services to third parties. Other information about the company can be found on our web site at www.nhccare.com.  The reference to our website is not intended to incorporate our website into this press release.