Converted by EDGARwiz

0001047335-17-000110.txt : 20170510 0001047335-17-000110.hdr.sgml : 20170510 20170510144620 ACCESSION NUMBER: 0001047335-17-000110 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170509 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170510 DATE AS OF CHANGE: 20170510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTHCARE CORP CENTRAL INDEX KEY: 0001047335 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 522057472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13489 FILM NUMBER: 17829777 BUSINESS ADDRESS: STREET 1: 100 E. VINE ST CITY: MURFREESBORO STATE: TN ZIP: 37130 BUSINESS PHONE: 6158902020 MAIL ADDRESS: STREET 1: 100 E. VINE ST CITY: MURFREESBORO STATE: TN ZIP: 37130 8-K 1 form8kq12017earningsanddivid.htm FORM 8-K Converted by EDGARwiz

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): May 10, 2017 (May 9, 2017)

____________________________

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 May 10, 2017 announcing its March 31, 2017 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 May 9, 2017 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 May 10, 2017 by National HealthCare Corporation announcing March 31, 2017 earnings
99.2	Copy of press release issued on May 9, 2017 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:

May 10, 2017

NATIONAL HEALTHCARE CORPORATION

By: /s/ Brian F. Kidd

Name: Brian F. Kidd

Title: Senior VP/Controller

Principal Accounting Officer

EX-99 2 exhibit991nhcq12017earningsr.htm EXHIBIT 99.1 PRESS RELEASE - EARNINGS Converted by EDGARwiz

Exhibit 99.1

For release: May 10, 2017

Contact: John K. Lines, SVP, General Counsel

Phone: (615) 890-2020

NHC Reports First Quarter Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE MKT: NHC), the nation's oldest publicly traded senior and post-acute health care company, today announced net operating revenues for the three months ended March 31, 2017 totaled $239,243,000 compared to $229,588,000 for the same three months of 2016, an increase of 4.2%. For the three months ended March 31, 2017, net income attributable to NHC was $12,728,000 compared to $13,699,000 for the quarter ended March 31, 2016. Excluding the operating losses from the two newly constructed skilled nursing facilities and two assisted living facilities placed in service less than twelve months ago, net income attributable to NHC for the quarter ended March 31, 2017 would have been $13,799,000, which is an increase of 1.9% over the same three month period in 2016.

Net income attributable to NHC was $0.84 per common share basic for the quarter ended March 31, 2017 compared to $0.92 per common share basic for the quarter ended March 31 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 76 long-term health care centers with 9,597 beds. NHC affiliates also operate 36 homecare programs, five independent living centers and 24 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 website at www.nhccare.com. The reference to our website is not intended to incorporate our website into this press release.

-more-


Page 2
Consolidated Statements of Income
(in thousands, except share and per share amounts)

			Three Months Ended
			March 31
			2017	2016
Revenues:			(unaudited)
	Net patient revenues		$ 227,959	$ 218,106
	Other revenues		11,284	11,482
		Net operating revenues	239,243	229,588

Costs and Expenses:
	Salaries, wages and benefits		138,055	130,020
	Other operating		63,883	61,309
	Facility rent		10,088	10,327
	Depreciation and amortization		10,295	9,354
	Interest		1,058	954
		Total costs and expenses	223,379	211,964

Income Before Non-Operating Income			15,864	17,624
Non-Operating Income			4,768	4,773

Income Before Income Taxes			20,632	22,397
Income Tax Provision			(7,999)	(8,698)
Net Income			12,633	13,699
	Add: Net loss attributable to noncontrolling interest		(95)	-

Net Income Attributable to National HealthCare Corporation			$ 12,728	$ 13,699

Earnings Per Common Share
	Basic		0.84	$ 0.92
	Diluted		0.84	$ 0.91

Weighted average common shares outstanding
	Basic		15,173,491	14,916,905
	Diluted		15,212,133	15,135,446

Dividends declared per common share			$ 0.45	$ 0.40

		Balance Sheet Data
		(in thousands)	March 31	Dec. 31
			2017	2016
		Cash and marketable securities	$ 183,437	$ 164,348
		Restricted cash and marketable securities	169,552	188,958
		Current assets	304,450	290,857
		Property and equipment, net	557,395	559,624
		Total assets	1,078,976	1,087,447
		Current liabilities	132,062	150,928
		Long-term debt	120,000	120,000
		NHC Stockholders' equity	675,850	669,611

-more-


Page 3


Selected Operating Statistics
(unaudited)
	Three Months Ended
	March 31
	2017	2016
Per Diems:
Medicare	$ 462.38	$ 445.03
Managed Care	411.78	404.12
Medicaid	177.05	173.78
Private Pay and Other	231.65	222.60

Average Per Diem	$ 264.37	$ 255.82

Patient Days:
Medicare	123,896	124,692
Managed Care	59,618	55,669
Medicaid	315,288	317,461
Private Pay and Other	176,875	174,609
	675,677	672,431


























###

EX-99 3 exhibit992dividendannounceme.htm EXHIBIT 99.2 PRESS RELEASE - DIVIDEND Converted by EDGARwiz

Exhibit 99.2

For release: May 9, 2017

Contact: John K. Lines, SVP, General Counsel

Phone: (615) 890-2020

NHC Announces 6.7% Increase in 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 48 cents per common share to shareholders of record on June 30, 2017 and payable on September 1, 2017. This represents a 6.7% increase over last quarter's regular common dividend.

Forward-Looking Statements

About NHC