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, 2015 (November 4, 2015)

____________________________

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, 2015 announcing its September 30, 2015 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 4, 2015 announcing the completion of the redemption of its Series A Convertible Preferred Stock.  The entire press release is attached as Exhibit 99.2 and is incorporated by reference herein.  

NHC issued a press release on November 5, 2015 announcing its common dividend.  The entire press release is attached as Exhibit 99.3 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, 2015 by National HealthCare Corporation announcing September 30, 2015 earnings
99.2	Copy of press release issued on November 4, 2015 by National HealthCare Corporation announcing completion of the redemption of its Series A Convertible Preferred Stock
99.3	Copy of press release issued on November 5, 2015 by National HealthCare Corporation announcing common dividend

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, 2015

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, 2015

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), the nation's oldest publicly traded senior health care company, today announced net income available to common shareholders for the quarter ended September 30, 2015 of $10,415,000 compared to $10,662,000 for the quarter ended September 30, 2014.  Excluding the operating losses from the two newly constructed skilled nursing facilities and one assisted living facility placed in service less than twelve months ago, net income available to common shareholders for the quarter ended September 30, 2015 would have been $11,384,000, which is an increase of 6.8% over the same three month period in 2014.

Net operating revenues for the three months ended September 30, 2015 totaled $225,386,000 compared to $218,223,000 for the same three months of 2014, an increase of 3.3%.  Net income was $0.75 per common share basic for the quarter ended September 30, 2015 compared to $0.77 per common share basic for the quarter ended September 30, 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 74 skilled nursing centers with 9,403 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 19 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		Nine Months Ended
			September 30		September 30
			2015	2014	2015	2014
Revenues:			(unaudited)		(unaudited)
	Net patient revenues		$   215,351	$     207,772	$   641,845	$   613,173
	Other revenues		10,035	10,451	30,850	32,136
		Net operating revenues	225,386	218,223	672,695	645,309
Costs and Expenses:
	Salaries, wages and benefits		135,136	128,938	392,766	374,277
	Other operating		56,616	55,365	173,830	166,803
	Facility rent		10,006	9,913	29,972	29,712
	Depreciation and amortization		9,273	8,639	27,442	25,144
	Interest		594	632	1,782	1,566
		Total costs and expenses	211,625	203,487	625,792	597,502
Income Before Non-Operating Income			13,761	14,736	46,903	47,807
Non-Operating Income			4,550	3,937	12,902	12,790
Income Before Income Taxes			18,311	18,673	59,805	60,597
Income Tax Provision			(5,744)	(5,844)	(21,638)	(22,028)
Net Income			12,567	12,829	38,167	38,569
Dividends to Preferred Stockholders			(2,152)	(2,167)	(6,487)	(6,502)
Net Income Available to Common Stockholders			$     10,415	$      10,662	$     31,680	$     32,067
Earnings Per Common Share
	Basic		$        0.75	$          0.77	$        2.30	$        2.32
	Diluted		$        0.72	$          0.75	$        2.21	$        2.25
Weighted average common shares outstanding
	Basic		13,801,245	13,805,430	13,778,705	13,838,891
	Diluted		14,422,660	14,236,512	14,365,251	14,230,031
Dividends declared per common share			$        0.40	$          0.34	$        1.14	$        1.00
		Balance Sheet Data
		(in thousands)	Sept. 30	Dec. 31
			2015	2014
		Cash and marketable securities	$   181,348	$     202,302
		Restricted cash and marketable securities	180,949	168,924
		Current assets	305,593	322,525
		Property and equipment, net	526,255	514,744
		Total assets	1,082,291	1,074,123
		Current liabilities	180,687	183,558
		Long-term debt	10,000	10,000
		Stockholders' equity	746,357	734,148
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Page 3
Selected Operating Statistics
(unaudited)
	Three Months Ended		Nine Months Ended
	September 30		September 30
	2015	2014	2015	2014
Per Diems:
Medicare	$      441.52	$       436.72	$         437.28	$         434.14
Managed Care	405.14	400.17	401.42	398.61
Medicaid	170.57	168.01	170.64	168.58
Private Pay and Other	216.10	211.43	216.97	211.50
Patient Days:
Medicare	119,780	120,729	384,801	371,501
Managed Care	56,721	49,454	165,149	140,558
Medicaid	319,962	317,753	935,339	931,954
Private Pay and Other	179,734	181,661	523,739	521,394
	676,197	669,597	2,009,028	1,965,407
Average Per Diem	$      250.34	$       245.38	$         252.76	$         246.61

EX-99

Exhibit 99.2

For release:  November 4, 2015

Contact: Gerald Coggin, Sr. VP of Corporate Relations

Phone: (615) 890-2020

National HealthCare Corporation Completes Redemption of Series A Convertible Preferred Stock

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC, NHCPRA), the nation's oldest publicly traded senior health care company, today announced that it has redeemed all outstanding shares of its Series A Convertible Preferred Stock (the "Preferred Stock") effective November 3, 2015.  Holders of the Preferred Stock elected to redeem approximately 8.3 million preferred shares for approximately $130.6 million.  The Preferred Stock had a redemption price of $15.75 per share, plus an accrued dividend of $0.04 per share, for a total of $15.79 per share.  The funding of the Preferred Stock redemption was provided by the Company’s cash on hand and borrowings under the previously announced $175 million credit facility.  

In lieu of redemption, holders of the Preferred Stock had the option of converting any or all of their shares into shares of the Company's common stock.  Prior to the redemption, a total of approximately 2.5 million preferred shares were converted into approximately 600,000 shares of the Company’s common stock.  

"We chose to call the Preferred Stock because we believe the redemption increases the future cash flows and operating results of the Company", stated NHC's Chairman and CEO, Robert Adams.  "With the conclusion of the redemption, we continue to focus on implementing strategies to enhance shareholder value while continuing to provide outstanding patient-centered care."  

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 74 skilled nursing centers with 9,403 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 19 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.  

EX-99

Exhibit 99.3

For release:  November 5, 2015

Contact: Gerald Coggin, Senior VP of Corporate Relations

Phone: (615) 890-2020

NHC Announces Common Dividend

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT:  NHC), the nation’s oldest publicly traded long-term health care company, announced today that it will pay a quarterly dividend of 40 cents per common share to shareholders of record on December 31, 2015 and payable on March 1, 2016.

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 74 skilled nursing centers with 9,403 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 19 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.