nhc20220505

nhc20220505_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 6, 2022 (May 5, 2022)

____________________________

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 E. 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 6, 2022, announcing its March 31, 2022 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 5, 2022, 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 6, 2022, by National HealthCare Corporation announcing March 31, 2022 earnings.

99.2	Copy of press release issued on May 5, 2022 by National HealthCare Corporation announcing quarterly common dividend.

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 6, 2022

	NATIONAL HEALTHCARE CORPORATION


	By:	/s/ Brian F. Kidd
	Name:	Brian F. Kidd
	Title:	Senior VP/Controller
		Principal Accounting Officer

Exhibit 99.1

For release: May 6, 2022

Contact: Brian F. Kidd, SVP/Controller

Phone: (615) 890-2020

NHC Reports First Quarter 2022 Earnings

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE American: NHC), the nation's oldest publicly traded senior health care company, announced today net operating revenues and grant income for the quarter ended March 31, 2022 totaled $278,983,000 compared to $250,973,000 for the quarter ended March 31, 2021, an increase of 11.2%. The net operating revenues increase during the first quarter of 2022 was primarily driven by the occupancy increase in our skilled nursing facilities, as well as the June 2021 acquisition of Caris Healthcare, a hospice provider.

For the quarter ended March 31, 2022, the reported GAAP net income attributable to NHC was $15,318,000 compared to $21,267,000 for the same period in 2021. Excluding the unrealized gains in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended March 31, 2022 was $14,081,000 compared to $16,592,000 for the same period in 2021 ^(*). The decrease in adjusted net income for the first quarter of 2022 compared to the first quarter of 2021 was primarily due to less government stimulus income recorded during the current quarter, as well as higher inflationary pressures on labor costs. The GAAP diluted earnings per share were $0.99 compared to $1.38 for the quarters ended March 31, 2022 and 2021, respectively. Adjusted diluted earnings per share were $0.91 and $1.08 for the quarters ended March 31, 2022 and 2021, respectively ^(*).

(*) - 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 9,456 beds. NHC affiliates also operate 24 assisted living communities, five independent living communities, one behavioral health hospital, 35 homecare agencies, and 29 hospice agencies. NHC’s other services include Alzheimer’s and memory care units, 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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Page 2

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

	Three Months Ended
	March 31
	2022			2021
	(unaudited)
Revenues and grant income:
Net patient revenues	$	256,337		$	216,855
Other revenues		12,026			11,369
Government stimulus income		10,620			22,749
Net operating revenues and grant income		278,983			250,973

Costs and expenses:
Salaries, wages and benefits		170,694			149,159
Other operating		74,085			66,124
Facility rent		10,065			10,063
Depreciation and amortization		9,757			10,161
Interest		165			244
Total costs and expenses		264,766			235,751

Income from operations		14,217			15,222

Non-operating income		3,199			6,260
Unrealized gains on marketable equity securities		3,126			7,059

Income before income taxes		20,542			28,541
Income tax provision		(5,193	)		(7,233	)
Net income		15,349			21,308

Net income attributable to noncontrolling interest		(31	)		(41	)

Net income attributable to National HealthCare Corporation	$	15,318		$	21,267

Net income per common share
Basic	$	0.99		$	1.39
Diluted	$	0.99		$	1.38

Weighted average common shares outstanding
Basic		15,416,836			15,327,520
Diluted		15,463,855			15,390,076

Dividends declared per common share	$	0.55		$	0.52

Balance Sheet Data	March 31		Dec. 31
(in thousands)	2022		2021
	(unaudited)

Cash, cash equivalents and marketable securities	$	206,028	$	256,025
Restricted cash, cash equivalents and marketable securities		175,973		175,884
Current assets		384,020		426,638
Property and equipment, net		520,201		520,996
Total assets		1,357,011		1,403,396
Current liabilities		216,487		263,201
NHC stockholders' equity		905,319		903,004

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Page 3

Selected Operating Statistics

	Three Months Ended
	March 31
	2022		2021
	(unaudited)
Skilled Nursing Per Diems:
Medicare	$	544.66	$	537.97
Managed Care		433.48		405.49
Medicaid		228.53		218.08
Private Pay and Other		270.19		247.49
Average Skilled Nursing Per Diem	$	305.78	$	297.20

Skilled Nursing Patient Days:
Medicare		91,583		91,327
Managed Care		55,637		61,911
Medicaid		304,260		279,101
Private Pay and Other		153,955		132,967
Total Skilled Nursing Patient Days		605,435		565,306

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

	Three Months Ended
	March 31
	2022			2021
	(unaudited)

Net income attributable to National Healthcare Corporation	$	15,318		$	21,267
Non-GAAP adjustments
Unrealized gains on marketable equity securities		(3,126	)		(7,059	)
Operating results for newly opened facilities not at full capacity⁽¹⁾		743			245
Stock-based compensation expense		712			496
Income tax provision on non-GAAP adjustments		434			1,643
Non-GAAP Net income	$	14,081		$	16,592

GAAP diluted earnings per share	$	0.99		$	1.38
Non-GAAP adjustments
Unrealized gains on marketable equity securities		(0.15	)		(0.33	)
Operating results for newly opened facilities not at full capacity ⁽¹⁾		0.04			0.01
Stock-based compensation expense		0.03			0.02
Non-GAAP diluted earnings per share	$	0.91		$	1.08

⁽¹⁾ The newly opened facilities not at full capacity for the 2022 period presented consisted of operations opened from 2020 through 2022. This consisted of two behavioral health hospitals that will open during the second quarter of 2022. The newly opened facilities for the 2021 period presented consisted of operations opened from 2019 through 2021. The 2021 period consisted of one memory care facility.

###

Exhibit 99.2

For release: May 5, 2022

Contact: Brian F. Kidd, SVP/Controller

Phone: (615) 890-2020

NHC Announces 3.6% Increase in Common Dividend

MURFREESBORO, Tenn. -- National HealthCare Corporation (NYSE American: NHC), the nation’s oldest publicly traded long-term health care company, announced today that it will pay a quarterly dividend of 57 cents per common share to shareholders of record on June 30, 2022 and payable on August 1, 2022. This represents a 3.6% increase over last quarter’s regular common dividend.

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 75 skilled nursing centers with 9,456 beds. NHC affiliates also operate 24 assisted living communities, five independent living centers, one behavioral health hospital, and 35 homecare agencies, and 29 hospice agencies. NHC’s other services include Alzheimer’s and memory care units, 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.