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):  August 6, 2014 (August 6, 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 August 6, 2014 announcing its June 30, 2014 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 August 6, 2014 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 August 6, 2014 by National HealthCare Corporation announcing June 30, 2014 earnings
99.2	Copy of press release issued on August 6, 2014 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:

August 6, 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:  August 6, 2014

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

NHC Reports Second 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 June 30, 2014 of $10,344,000 compared to $12,174,000 for the quarter ended June 30, 2013.  Financial results for the second quarter of 2014 compared to the prior year period were negatively impacted by a decrease in non-operating income and also start-up expenses incurred from the eleven newly leased or constructed skilled nursing centers.  Excluding the decrease in non-operating income and the start-up losses from the eleven skilled nursing centers, net income available to common shareholders for the quarter ended June 30, 2014 would have been $12,414,000, which is an increase of 2.0% over the same three month period in 2013.

Net operating revenues for the three months ended June 30, 2014 totaled $216,555,000 compared to $192,011,000 for the same three months of 2013, an increase of 12.8%.  Net income was $0.75 per common share basic for the quarter ended June 30, 2014 compared to $0.88 per common share basic for the quarter ended June 30, 2013.

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 73 skilled nursing centers with 9,410 beds.  NHC affiliates also operate 37 homecare programs, five independent living centers and 18 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.  

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Page 2
Consolidated Statements of Income
(in thousands, except share and per share amounts)
			Three Months Ended		Six Months Ended
			June 30		June 30
			2014	2013	2014	2013
Revenues:			(unaudited)		(unaudited)
	Net patient revenues		$   205,632	$     178,401	$   405,401	$   356,831
	Other revenues		10,923	13,610	21,685	29,558
		Net operating revenues	216,555	192,011	427,086	386,389
Costs and Expenses:
	Salaries, wages and benefits		125,614	109,358	245,339	216,421
	Other operating		55,696	48,728	111,438	103,139
	Facility rent		9,913	9,870	19,799	19,738
	Depreciation and amortization		8,605	6,972	16,505	13,928
	Interest		644	82	934	166
		Total costs and expenses	200,472	175,010	394,015	353,392
Income Before Non-Operating Income			16,083	17,001	33,071	32,997
Non-Operating Income			4,281	6,632	8,853	13,250
Income Before Income Taxes			20,364	23,633	41,924	46,247
Income Tax Provision			(7,853)	(9,291)	(16,184)	(18,100)
Net Income			12,511	14,342	25,740	28,147
Dividends to Preferred Stockholders			(2,167)	(2,168)	(4,335)	(4,336)
Net Income Available to Common Stockholders			$     10,344	$      12,174	$     21,405	$     23,811
Earnings Per Common Share
	Basic		$        0.75	$          0.88	$        1.54	$        1.72
	Diluted		$        0.72	$          0.86	$        1.50	$        1.68
Weighted average common shares outstanding
	Basic		13,868,470	13,816,536	13,855,900	13,838,936
	Diluted		14,282,785	16,682,970	14,226,887	16,708,889
Dividends declared per common share			$        0.34	$          0.32	$        0.66	$        0.62
		Balance Sheet Data
		(in thousands)	June 30	Dec. 31
			2014	2013
		Cash and marketable securities	$   193,376	$     186,714
		Restricted cash and marketable securities	162,405	155,932
		Current assets	311,014	299,666
		Property and equipment, net	502,288	456,798
		Total assets	1,044,589	984,358
		Current liabilities	160,020	167,760
		Long-term debt	10,000	10,000
		Stockholders' equity	716,807	688,112
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Page 3
Selected Operating Statistics
(unaudited)
	Three Months Ended		Six Months Ended
	June 30		June 30
	2014	2013	2014	2013
Per Diems:
Medicare	$      433.88	$   422.78	$   432.90	$   425.74
Managed Care	$      396.04	$   394.51	$   397.77	$   405.80
Medicaid	$      168.51	$   163.26	$   168.88	$   164.24
Private Pay and Other	$      210.28	$   199.15	$   211.54	$   198.61
Patient Days:
Medicare	124,624	121,023	250,772	241,939
Managed Care	47,151	34,762	91,104	70,803
Medicaid	313,426	259,461	614,201	514,886
Private Pay and Other	176,740	145,485	339,733	291,437
	661,941	560,731	1,295,810	1,119,065
Average Per Diem	$      245.83	$   242.92	$   247.25	$   245.01

EX-99

Exhibit 99.2

For release:  August 6, 2014

Contact: Gerald Coggin, Senior VP of Corporate Relations

Phone: (615) 890-2020

NHC Announces Common 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 34 cents per common share to shareholders of record on September 30, 2014 and payable on December 1, 2014  

The Company will also pay a quarterly dividend of 20 cents per preferred share to shareholders of record on September 15, 2014 and payable on October 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 73 long-term health care centers with 9,410 beds.  NHC affiliates also operate 38 homecare programs, five independent living centers and 17 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.