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):  February 25, 2014 (February 24, 2014)

____________________________

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 February 24, 2014 announcing its December 31, 2013 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 February 24, 2014 by National HealthCare Corporation announcing December 31, 2013 earnings

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:

February 25, 2014

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:  February 24, 2014

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

NHC Reports Year End Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHC.PRA), the nation's oldest publicly traded long-term health care company, today announced net income available to common shareholders of $55,942,000 or $4.05 per share basic for the year ended December 31, 2013, compared to $50,629,000 or $3.65 per share basic for the year ended December 31, 2012.  Annual net operating revenues in 2013 increased 3.7% from $761,002,000 to $788,957,000, despite the automatic 2% cuts known as "sequestration" that began on April 1, 2013 for Medicare providers.  

Operating results for the 2013 year compared to the 2012 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), by the positive results within our accrued risk reserves, as well as the continued efforts to reduce expenses in our skilled nursing facilities.

Fourth quarter of 2013 net income available to common shareholders was $14,421,000 or $1.04 per basic share, compared to $13,727,000 or 99 cents per basic share in the fourth quarter of 2012, an increase of 5.1%.  Net operating revenues for the fourth quarter of 2013 increased 6.6% from $193,977,000 to $206,796,000.

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; 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 69 long-term health care centers with 8,943 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.  

Page 2
Consolidated Statements of Income
(in thousands, except share and per share amounts)
			Three Months Ended		Twelve Months Ended
			December 31		December 31
			2013	2012	2013	2012
Revenues:			(unaudited)
	Net patient revenues		$   196,040	$     180,175	$   735,837	$   705,386
	Other revenues		10,756	13,802	53,120	55,616
		Net operating revenues	206,796	193,977	788,957	761,002
Costs and Expenses:
	Salaries, wages and benefits		123,400	108,906	453,560	426,934
	Other operating		46,098	46,959	194,989	196,230
	Facility rent		9,822	9,848	39,449	39,355
	Depreciation and amortization		7,574	7,624	28,547	29,792
	Interest		83	110	331	455
		Total costs and expenses	186,977	173,447	716,876	692,766
Income Before Non-Operating Income			19,819	20,530	72,081	68,236
Non-Operating Income			5,674	6,699	30,095	25,245
Income Before Income Taxes			25,493	27,229	102,176	93,481
Income Tax Provision			(8,904)	(11,334)	(37,563)	(34,181)
Net Income			16,589	15,895	64,613	59,300
Dividends to Preferred Stockholders			(2,168)	(2,168)	(8,671)	(8,671)
Net Income Available to Common Stockholders			$     14,421	$      13,727	$     55,942	$     50,629
Earnings Per Common Share
	Basic		$        1.04	$          0.99	$        4.05	$        3.65
	Diluted		$        0.99	$          0.95	$        3.87	$        3.57
Weighted average common shares outstanding
	Basic		13,820,554	13,872,472	13,829,626	13,852,709
	Diluted		16,690,915	16,657,861	16,698,803	16,598,816
Dividends declared per common share			$        0.32	$          1.30	$        1.26	$        2.20
		Balance Sheet Data
		(in thousands)	Dec. 31	Dec. 31
			2013	2012
		Cash and marketable securities	$   186,714	$     173,951
		Restricted cash and marketable securities	155,932	146,770
		Current assets	436,928	417,245
		Property and equipment, net	456,798	420,907
		Total assets	980,725	924,700
		Current liabilities	250,359	228,761
		Long-term debt	10,000	10,000
		Stockholders' equity	688,112	656,148
-more-

Page 3
Selected Operating Statistics
(unaudited)
	Three Months Ended		Twelve Months Ended
	December 31		December 31
	2013	2012	2013	2012
Per Diems:
Medicare	$      435.34	$   434.47	$   429.32	$   430.13
Managed Care	$      406.30	$   408.76	$   406.18	$   408.22
Medicaid	$      167.81	$   165.68	$   165.26	$   159.65
Private Pay and Other	$      210.84	$   192.95	$   204.52	$   192.42
Patient Days:
Medicare	119,150	118,006	479,716	478,767
Managed Care	40,413	33,387	148,600	124,801
Medicaid	304,460	270,200	1,094,942	1,088,944
Private Pay and Other	160,514	151,004	606,280	599,966
	624,537	572,597	2,329,538	2,292,478
Average Per Diem	$      245.37	$   242.44	$   245.22	$   238.25