nhc20221103

nhc20221103_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): November 4, 2022 (November 3, 2022)

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-13489	52-2057472
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
100 E. Vine Street Murfreesboro, Tennessee		37130
(Address of Principal Executive Offices)		(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 November 3, 2022, announcing its September 30, 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 November 4, 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 November 3, 2022, by National HealthCare Corporation announcing September 30, 2022 earnings.

99.2	Copy of press release issued on November 4, 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: November 4, 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: November 3, 2022

Contact: Brian F. Kidd, SVP/Controller

Phone: (615) 890-2020

NHC Reports Third 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 government stimulus income for the quarter ended September 30, 2022 totaled $270,843,000 compared to $276,737,000 for the quarter ended September 30, 2021, a decrease of 2.1%. The net operating revenues decrease during the third quarter of 2022 was primarily driven by the reduction in government stimulus income of $10.4 million during the third quarter of 2022 compared to the same period a year ago, as well as us exiting the seven skilled nursing facilities in Massachusetts and New Hampshire during the third quarter of 2022. Excluding the government stimulus income, same-facility net operating revenues increased 3.8% during the third quarter of 2022 compared to the same period a year ago.

For the quarter ended September 30, 2022, the reported GAAP net loss attributable to NHC was $2,429,000 compared to a net loss of $3,348,000 for the same period in 2021. Excluding the unrealized losses in our marketable equity securities portfolio and other non-GAAP adjustments, adjusted net income for the quarter ended September 30, 2022 was $7,783,000 compared to $14,884,000 for the same period in 2021 ^(*). The decrease in non-GAAP earnings for the third quarter of 2022 compared to the same period in 2021 was primarily due to the $10.4 million less of government stimulus income recorded, as well as incurring inflationary wage pressures on our labor costs. GAAP diluted loss per share was $0.16 for the quarter ended September 30, 2022 compared to a diluted loss per share of $0.22 for the same period in 2021. Adjusted diluted earnings per share were $0.50 and $0.96 for the quarters ended September 30, 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 68 skilled nursing facilities with 8,726 beds. NHC affiliates also operate 23 assisted living communities with 1,181 units, five independent living communities with 475 units, three behavioral health hospitals, 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						Nine Months Ended
	September 30						September 30
	2022			2021			2022			2021
	(unaudited)						(unaudited)
Revenues and grant income:
Net patient revenues	$	260,247		$	254,817		$	776,661		$	708,648
Other revenues		10,596			11,491			33,584			33,916
Government stimulus income		-			10,429			10,940			48,304
Net operating revenues and grant income		270,843			276,737			821,185			790,868

Costs and expenses:
Salaries, wages and benefits		173,198			170,235			518,828			483,263
Other operating		72,883			73,109			218,279			204,211
Facility rent		10,294			10,204			30,770			30,437
Depreciation and amortization		10,253			10,229			30,011			30,521
Interest		137			198			451			657
Total costs and expenses		266,765			263,975			798,339			749,089

Income from operations		4,078			12,762			22,846			41,779

Non-operating income		2,731			3,399			8,451			15,245
Gain on acquisition of equity method investment		-			-			-			95,202
Unrealized losses on marketable equity securities		(11,056	)		(23,797	)		(11,479	)		(23,227	)

Income/(loss) before income taxes		(4,247	)		(7,636	)		19,818			128,999
Income tax (provision)/benefit		1,140			4,090			(5,415	)		(5,907	)
Net income/(loss)		(3,107	)		(3,546	)		14,403			123,092

Net (income)/loss attributable to noncontrolling interest		678			198			1,689			(290	)

Net income/(loss) attributable to National HealthCare Corporation	$	(2,429	)	$	(3,348	)	$	16,092		$	122,802

Net income/(loss) per common share
Basic	$	(0.16	)	$	(0.22	)	$	1.04		$	8.00
Diluted	$	(0.16	)	$	(0.22	)	$	1.04		$	7.97

Weighted average common shares outstanding
Basic		15,445,569			15,364,043			15,438,375			15,347,042
Diluted		15,445,569			15,364,043			14,577,103			15,414,683

Dividends declared per common share	$	0.57		$	0.52		$	1.69		$	1.56

Balance Sheet Data

	Sept. 30		Dec. 31
(in thousands)	2022		2021
	(unaudited)

Cash, cash equivalents and marketable securities	$	176,729	$	256,025
Restricted cash, cash equivalents and marketable securities		171,898		175,884
Current assets		344,529		426,638
Property and equipment, net		511,373		520,996
Total assets		1,295,559		1,403,396
Current liabilities		210,156		263,201
NHC stockholders' equity		877,311		903,004

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Selected Operating Statistics

	Three Months Ended				Nine Months Ended
	September 30				September 30
	2022		2021		2022		2021
	(unaudited)				(unaudited)
Skilled Nursing Per Diems:
Medicare	$	535.60	$	523.98	$	540.30	$	528.60
Managed Care		429.22		404.43		425.39		406.32
Medicaid		237.61		231.39		230.79		225.68
Private Pay and Other		265.68		257.13		268.13		254.03

Average Skilled Nursing Per Diem	$	302.43	$	295.40	$	301.91	$	297.04

Skilled Nursing Patient Days:
Medicare		81,940		87,534		258,961		271,024
Managed Care		52,956		57,486		163,823		183,593
Medicaid		302,500		315,979		919,931		895,955
Private Pay and Other		169,068		158,011		489,477		439,225

Total Skilled Nursing Patient Days		606,464		619,010		1,832,192		1,789,797

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

	Three Months Ended						Nine Months Ended
	September 30						September 30
	2022			2021			2022			2021
	(unaudited)						(unaudited)

Net income/(loss) attributable to National Healthcare Corporation	$	(2,429	)	$	(3,348	)	$	16,092		$	122,802
Non-GAAP adjustments
Unrealized losses on marketable equity securities		11,056			23,797			11,479			23,227
Operating results for newly opened facilities not at full capacity⁽¹⁾		2,105			115			4,033			480
Gain on acquisition of equity method investment		-			-			-			(95,202	)
Stock-based compensation expense		639			726			1,980			1,905
Income tax benefit on non-GAAP adjustments		(3,588	)		(6,406	)		(4,548	)		(6,369	)
Non-GAAP Net income	$	7,783		$	14,884		$	29,036		$	46,843

GAAP diluted earnings/(loss) per share	$	(0.16	)	$	(0.22	)	$	1.04		$	7.97
Non-GAAP adjustments
Unrealized losses on marketable equity securities		0.53			1.14			0.56			1.12
Operating results for newly opened facilities not at full capacity ⁽¹⁾		0.10			0.01			0.19			0.02
Gain on acquisition of equity method investment		-			-			-			(6.16	)
Stock-based compensation expense		0.03			0.03			0.09			0.09
Non-GAAP diluted earnings per share	$	0.50		$	0.96		$	1.88		$	3.04

_⁽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, one homecare agency, and one hospice agency. 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.

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Exhibit 99.2

For release: November 4, 2022

Contact: Brian F. Kidd, SVP/Controller

Phone: (615) 890-2020

NHC Announces 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 December 30, 2022 and payable on February 1, 2023.

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