nhc20200508

nhc20200508_8k.htm

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 8, 2020 (May 8, 2020)

____________________________

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))

Securities registered pursuant to Section 12(b) of the Exchange Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	NHC	NYSE American

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1988 or Rule 12b-2 of the Securities Exchange Act of 1934. Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial standards pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

National HealthCare Corporation (“NHC”) issued a press release on May 8, 2020 announcing its March 31, 2020 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 May 8, 2020 by National HealthCare Corporation announcing March 31, 2020 earnings.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 8, 2020

NATIONAL HEALTHCARE CORPORATION

By: /s/ Brian F. Kidd

Name: Brian F. Kidd

Title: Senior VP/Controller

Principal Accounting Officer

ex_185586.htm

Exhibit 99.1

For release: May 8, 2020

Contact: Brian F. Kidd, SVP/Controller

Phone: (615) 890-2020

NHC Reports First Quarter 2020 Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE American: NHC), the nation's oldest publicly traded senior health care company, announced today net operating revenues for the quarter ended March 31, 2020 totaled $256,124,000 compared to $248,285,000 for the quarter ended March 31, 2019, an increase of 3.2%.

For the quarter ended March 31, 2020, the reported GAAP net loss attributable to NHC was $26,852,000 compared to a GAAP net income attributable to NHC of $21,269,000 for the first quarter of 2019. Excluding the unrealized gains and losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended March 31, 2020 was $17,070,000 compared to $16,951,000 for the first quarter of 2019 ⁽^*⁾. For the quarter ended March 31, 2020, the reported GAAP diluted loss per share was $1.76, with the adjusted diluted earnings per share being a positive $1.11 ⁽^*⁾.

(*) - See the tables below that provide a reconciliation of GAAP to non-GAAP items.

About NHC

NHC affiliates operate for themselves and third parties 75 skilled nursing facilities with 9,513 beds. NHC affiliates also operate 25 assisted living communities, five independent living communities, one behavioral health hospital and 35 homecare programs. NHC’s other services include Alzheimer’s and memory care units, hospice services, pharmacy services, a rehabilitation services company, and providing management and accounting services to third party post-acute operators. Other information about the company can be found on our web site at www.nhccare.com.

Non-GAAP Financial Presentation

The Company is providing certain non-GAAP financial measures as the Company believes that these figures are helpful in allowing investors to more accurately assess the ongoing nature of the Company’s operations and measure the Company’s performance more consistently across periods. Therefore, the Company believes this information is meaningful in addition to the information contained in the GAAP presentation of financial information. The presentation of this additional non-GAAP financial information is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with GAAP.

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.

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Consolidated Statements of Income

(in thousands, except share and per share amounts)

	Three Months Ended
	March 31
	2020			2019
	(unaudited)
Revenues:
Net patient revenues	$	244,095		$	236,111
Other revenues		12,029			12,174
Net operating revenues		256,124			248,285

Costs and expenses:
Salaries, wages and benefits		147,469			141,388
Other operating		71,668			69,432
Facility rent		10,332			10,238
Depreciation and amortization		10,438			10,517
Interest		412			926
Total costs and expenses		240,319			232,501

Income from operations		15,805			15,784

Non-operating income		8,146			6,001
Unrealized gains/(losses) on marketable equity securities		(60,392	)		6,838

Income/(loss) before income taxes		(36,441	)		28,623
Income tax (provision)/benefit		9,625			(7,392	)
Net income/(loss)		(26,816	)		21,231

(Income)/loss attributable to noncontrolling interest		(36	)		38

Net income/(loss) attributable to National HealthCare Corporation	$	(26,852	)	$	21,269

Net income/(loss) per common share
Basic	$	(1.76	)	$	1.39
Diluted	$	(1.76	)	$	1.39

Weighted average common shares outstanding
Basic		15,294,777			15,256,189
Diluted		15,294,777			15,324,125

Dividends declared per common share	$	0.52		$	0.50

Balance Sheet Data	March 31		Dec. 31
(in thousands)	2020		2019
	(unaudited)

Cash, cash equivalents and marketable equity securities	$	161,553	$	202,787
Restricted cash, cash equivalents and marketable debt securities		162,499		158,082
Current assets		306,682		341,053
Property and equipment, net		540,620		535,430
Total assets		1,256,307		1,286,648
Current liabilities		217,982		194,763
NHC stockholders' equity		742,562		778,593

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Selected Operating Statistics
	Three Months Ended
	March 31
	2020		2019
	(unaudited)
Skilled Nursing Per Diems:
Medicare	$	506.02	$	461.50
Managed Care		402.78		395.50
Medicaid		201.09		195.89
Private Pay and Other		251.61		245.76

Average Skilled Nursing Per Diem	$	279.07	$	272.40

Skilled Nursing Patient Days:
Medicare		105,543		112,854
Managed Care		61,556		62,427
Medicaid		344,526		318,286
Private Pay and Other		171,307		175,356

Total Skilled Nursing Patient Days		682,932		668,923

The tables below provide reconciliations of GAAP to non-GAAP items (in thousands, except per share amounts):

	Three Months Ended
	March 31
	2020			2019
	(unaudited)

Net income/(loss) attributable to National Healthcare Corporation	$	(26,852	)	$	21,269
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities		60,392			(6,838	)
Operating results for newly opened facilities not at full capacity⁽¹⁾		203			595
Gain on acquisition of equity method investment		(1,707	)		-
Stock-based compensation expense		466			424
Income tax (benefit)/provision on non-GAAP adjustments		(15,432	)		1,501
Non-GAAP Net income	$	17,070		$	16,951

GAAP diluted earnings/(loss) per share	$	(1.76	)	$	1.39
Non-GAAP adjustments
Unrealized (gains)/losses on marketable equity securities		2.92			(0.33	)
Operating results for newly opened facilities not at full capacity ⁽¹⁾		0.01			0.03
Gain on acquisition of equity method investment		(0.08	)		-
Stock-based compensation expense		0.02			0.02
Non-GAAP diluted earnings per share	$	1.11		$	1.11

⁽¹⁾ The newly opened facilities not at full capacity for the 2020 period presented consist of facilities opened from 2018 through 2020 (one memory care facility). The newly opened facilities for the 2019 period presented consist of facilities opened from 2017 through 2019 (one skilled nursing facility, two assisted living facilities, and one memory care facility).

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Document And Entity Information	May 08, 2020
Document Information [Line Items]
Entity, Registrant Name	NATIONAL HEALTHCARE CORPORATION
Document, Type	8-K
Document, Period End Date	May 08, 2020
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-13489
Entity, Tax Identification Number	52-2057472
Entity, Address, Address Line One	100 Vine Street
Entity, Address, City or Town	Murfreesboro
Entity, Address, State or Province	TN
Entity, Address, Postal Zip Code	37130
City Area Code	615
Local Phone Number	890-2020
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NHC
Security Exchange Name	NYSE
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0001047335