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 8, 2016 (August 5, 2016)

____________________________

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 5, 2016 announcing its June 30, 2016 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 5, 2016 announcing its quarterly common dividend.  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 5, 2016 by National HealthCare Corporation announcing June 30, 2016 earnings
99.2	Copy of press release issued on August 5, 2016 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:

August 8, 2016

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 5, 2016

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), the nation's oldest publicly traded senior health care company, today announced net income available to common shareholders for the quarter ended June 30, 2016 of $11,866,000 compared to $10,191,000 for the quarter ended June 30, 2015, an increase of 16.4%.  Excluding the operating losses from the newly constructed skilled nursing facility, assisted living facility, and memory care facility placed in service less than twelve months ago, net income available to common shareholders for the quarter ended June 30, 2016 would have been $12,312,000.

Net operating revenues for the three months ended June 30, 2016 totaled $227,768,000 compared to $224,902,000 for the same three months of 2015, an increase of 1.3%.  Net income was $0.78 per common share basic for the quarter ended June 30, 2016 compared to $0.74 per common share basic for the quarter ended June 30, 2015, an increase of 5.4%.

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 9,390 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 21 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
			2016	2015	2016	2015
Revenues:			(unaudited)		(unaudited)
	Net patient revenues		$   216,487	$     214,433	$   434,593	$   426,494
	Other revenues		11,281	10,469	22,763	20,815
		Net operating revenues	227,768	224,902	457,356	447,309
Costs and Expenses:
	Salaries, wages and benefits		135,068	131,914	265,088	257,630
	Other operating		57,306	57,467	118,615	117,214
	Facility rent		10,319	9,981	20,646	19,966
	Depreciation and amortization		9,495	9,236	18,849	18,169
	Interest		939	598	1,893	1,188
		Total costs and expenses	213,127	209,196	425,091	414,167
Income Before Non-Operating Income			14,641	15,706	32,265	33,142
Non-Operating Income			4,925	4,130	9,698	8,352
Income Before Income Taxes			19,566	19,836	41,963	41,494
Income Tax Provision			(7,700)	(7,478)	(16,398)	(15,894)
Net Income			11,866	12,358	25,565	25,600
Dividends to Preferred Stockholders			-	(2,167)	-	(4,335)
Net Income Available to Common Stockholders			$     11,866	$      10,191	$     25,565	$     21,265
Earnings Per Common Share
	Basic		$        0.78	$          0.74	$        1.69	$        1.54
	Diluted		$        0.78	$          0.71	$        1.68	$        1.48
Weighted average common shares outstanding
	Basic		15,266,559	13,772,873	15,091,732	13,767,248
	Diluted		15,289,104	14,381,746	15,212,275	14,336,027
Dividends declared per common share			$        0.45	$          0.40	$       0.85	$        0.74
		Balance Sheet Data
		(in thousands)	June 30	Dec. 31
			2016	2015
		Cash and marketable securities	$   179,299	$     154,376
		Restricted cash and marketable securities	189,760	180,972
		Current assets	297,278	278,942
		Property and equipment, net	553,324	536,046
		Total assets	1,087,566	1,045,329
		Current liabilities	140,829	150,656
		Long-term debt	120,000	120,000
		Stockholders' equity	671,543	630,996
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Page 3
Selected Operating Statistics
(unaudited)
	Three Months Ended		Six Months Ended
	June 30			June 30
	2016	2015		2016	2015
Per Diems:
Medicare	$      449.94	$       437.55		$         447.41	$         435.37
Managed Care	399.04	401.80		401.57	399.48
Medicaid	173.87	170.02		173.82	170.67
Private Pay and Other	224.80	217.49		223.70	217.42
Average Per Diem	$      254.69	$       253.06		$         255.26	$         253.98
Patient Days:
Medicare	117,472	129,170		242,164	265,021
Managed Care	56,033	55,408		111,702	108,428
Medicaid	318,757	311,430		636,218	615,377
Private Pay and Other	175,999	174,632		350,608	344,005
	668,261	670,640		1,340,692	1,332,831

EX-99

Exhibit 99.2

For release:  August 5, 2016

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 45 cents per common share to shareholders of record on September 30, 2016 and payable on December 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 9,390 beds.  NHC affiliates also operate 36 homecare programs, five independent living centers and 21 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.