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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 of 15(d)
of the Securities Exchange Act of 1934
For quarter ended June 30, 1994 Commission file number 33-9881
------------------------ ------------
NATIONAL HEALTHCORP L.P.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its Charter)
Delaware 62-1292855
- ---------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
100 Vine Street
Murfreesboro, TN 37130
- ------------------------------------------- -----------------------
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (615) 890-2020
----------------------
Indicate by check mark whether the registrant
(1) Has filed all reports required to be filed by Section 13 or
15(d), of the Securities Exchange Act of 1934 during the
preceding 12 months.
Yes x No
------ -------
(2) Has been subject to such filing requirements for the past 90
days.
Yes x No
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7,796,533 units were outstanding as of July 29, 1994.
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
NATIONAL HEALTHCORP L.P.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
June 30 June 30
-------------------- -------------------
1994 1993 1994 1993
---- ---- ---- ----
(in thousands) (in thousands)
REVENUES:
Net patient revenues . . . . . . . . . $ 64,426 $ 53,362 $ 126,484 $105,761
Other revenues . . . . . . . . . . . . 6,702 5,556 13,242 10,567
------- ------- ------- -------
Net revenues . . . . . . . . . . 71,128 58,918 139,726 116,328
------- ------- ------- -------
COSTS AND EXPENSES:
Salaries, wages and benefits . . . . . 39,347 30,644 76,692 61,136
Other operating . . . . . . . . . . . . 21,940 19,845 44,015 38,518
Depreciation and amortization . . . . . 3,462 2,859 6,713 5,679
Interest . . . . . . . . . . . . . . . 2,932 2,846 5,633 5,744
------- ------- ------- -------
Total costs and expenses . . . . 67,681 56,194 133,053 111,077
------- ------- ------- -------
NET INCOME . . . . . . . . . . . . . . . $ 3,447 $ 2,724 $ 6,673 $ 5,251
======= ======= ======= =======
EARNINGS PER UNIT:
Primary . . . . . . . . . . . . . . . . $ .44 $ .35 $ .85 $ .68
======= ======= ======= =======
Fully diluted . . . . . . . . . . . . . $ .40 $ .33 $ .77 $ .63
======= ======= ======= =======
WEIGHTED AVERAGE UNITS OUTSTANDING:
Primary . . . . . . . . . . . . . . . . 7,821,833 7,754,903 7,826,093 7,752,435
Fully diluted . . . . . . . . . . . . . 9,816,634 9,727,769 9,816,559 9,725,388
CASH DISTRIBUTIONS PAID PER UNIT:
Regular . . . . . . . . . . . . . . . . $ .31 $ .20 $ .55 $ .36
======= ======= ======= =======
Special . . . . . . . . . . . . . . . . $ -- $ -- $ 1.10 $ --
======= ======= ======= =======
NET INCOME ALLOCABLE TO PARTNERS:
General Partners . . . . . . . . . . . $ 34 $ 27 $ 67 $ 53
Limited Partners . . . . . . . . . . . 3,413 2,697 6,606 5,198
------- ------- ------- -------
$ 3,447 $ 2,724 $ 6,673 $ 5,251
======= ======= ======= =======
The accompanying notes to interim condensed consolidated financial statements
are an integral part of these statements.
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NATIONAL HEALTHCORP L.P.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
ASSETS
June 30 December 31
1994 1993
----------- -----------
(unaudited)
CURRENT ASSETS:
Cash and cash equivalents . . . . . . . . . . . . . . . $ 110 $ 145
Cash held by trustees . . . . . . . . . . . . . . . . . 1,439 1,289
Debt and equity securities . . . . . . . . . . . . . . 11,958 5,670
Accounts receivable, less allowance for
doubtful accounts of $3,031 and $2,612 . . . . . . . 37,387 30,395
Notes receivable . . . . . . . . . . . . . . . . . . . 4,962 4,219
Note receivable from NHI . . . . . . . . . . . . . . . -- 26,700
Loan participation agreements . . . . . . . . . . . . . 25,363 37,379
Inventory at lower of cost (first-in,
first-out method) or market . . . . . . . . . . . . . 2,744 2,933
Prepaid expenses and other assets . . . . . . . . . . . 1,345 561
------- -------
Total current assets . . . . . . . . . . . . . . 85,308 109,291
------- -------
PROPERTY AND EQUIPMENT AND ASSETS UNDER
ARRANGEMENT WITH OTHER PARTIES:
Property and equipment at cost . . . . . . . . . . . . 126,943 108,663
Less accumulated depreciation and
amortization . . . . . . . . . . . . . . . . . . . . (27,564) (24,216)
Assets under arrangement with other parties . . . . . . 103,388 106,488
------- -------
Net property, equipment and assets under
arrangement with other parties . . . . . . . . 202,767 190,935
------- -------
OTHER ASSETS:
Bond reserve funds, mortgage replacement
reserves and other deposits . . . . . . . . . . . . . 1,683 1,663
Unamortized financing costs . . . . . . . . . . . . . . 2,951 3,085
Notes receivable . . . . . . . . . . . . . . . . . . . 29,178 25,000
Notes receivable from National . . . . . . . . . . . . 12,318 11,861
Minority equity investments and other . . . . . . . . . 7,475 2,845
------- -------
Total other assets . . . . . . . . . . . . . . . 53,605 44,454
------- -------
$341,680 $344,680
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
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NATIONAL HEALTHCORP L.P.
CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
LIABILITIES AND CAPITAL
June 30 December 31
1994 1993
----------- -----------
(Unaudited)
CURRENT LIABILITIES:
Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . $ 3,553 $ 3,569
Trade accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . 5,277 5,357
Accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,601 13,981
Accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,349 988
Distributions payable . . . . . . . . . . . . . . . . . . . . . . . . . . -- 8,576
Other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . 11,327 7,327
------- -------
Total current liabilities . . . . . . . . . . . . . . . . . . . . 35,107 39,798
------- -------
LONG-TERM DEBT, less current portion . . . . . . . . . . . . . . . . . . . 55,446 54,625
DEBT SERVICED BY OTHER PARTIES, less current portion . . . . . . . . . . . 110,964 112,116
MINORITY INTERESTS IN CONSOLIDATED SUBSIDIARIES . . . . . . . . . . . . . . 779 767
COMMITMENTS, CONTINGENCIES AND GUARANTEES
SUBORDINATED CONVERTIBLE NOTES . . . . . . . . . . . . . . . . . . . . . . 30,000 30,000
DEFERRED INCOME . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14,739 14,848
PARTNERS' CAPITAL:
General partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,053 1,027
Limited partners, less notes receivable and
unrealized losses on securities . . . . . . . . . . . . . . . . . 93,592 91,499
------- -------
Total partners' capital . . . . . . . . . . . . . . . . . . . . . 94,645 92,526
------- -------
$341,680 $344,680
======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated balance sheets.
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NATIONAL HEALTHCORP L.P.
INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30
------------------
1994 1993
---- ----
(in thousands)
CASH FLOWS PROVIDED FROM (USED IN) OPERATING ACTIVITIES:
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 6,673 $ 5,254
Adjustments to reconcile net income to net cash
Provided from (used in) operating activities:
Depreciation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,520 5,579
Provision for doubtful accounts and notes . . . . . . . . . . . . . . . . . . . . . . . 1,138 755
Amortization of intangibles and deferred charges. . . . . . . . . . . . . . . . . . . . 376 293
Amortization of deferred income . . . . . . . . . . . . . . . . . . . . . . . . . . . . (191) (133)
Equity in earnings of unconsolidated investments . . . . . . . . . . . . . . . . . . . . . (116) (1,917)
Distributions from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . 123 1,922
Changes in assets and liabilities:
Increase in accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . (8,130) (979)
Decrease in inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 189 171
Increase in prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . . . (784) (323)
Increase (Decrease) in trade accounts payable . . . . . . . . . . . . . . . . . . . . . (80) 2,195
Decrease in accrued payroll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (380) (1,146)
Increase in accrued interest payable . . . . . . . . . . . . . . . . . . . . . . . . . 361 148
Increase in other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . 4,000 4,123
------ -------
9,699 15,942
------ -------
CASH FLOWS PROVIDED FROM (USED IN) INVESTING ACTIVITIES:
Additions to and acquisitions of property and equipment, net . . . . . . . . . . . . . . (18,338) (14,231)
Decrease in long-term notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . 33,338 18,968
Increase in investments and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4,748) (3)
Increase in debt and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . (6,288) (21,762)
Unrealized loss on debt
and equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (430) --
------ -------
3,534 (17,028)
------ -------
CASH FLOWS PROVIDED FROM (USED IN) FINANCING ACTIVITIES:
Proceeds from debt issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,020 7,502
Increase in cash held by trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . (150) (153)
Increase in minority interest in subsidiaries . . . . . . . . . . . . . . . . . . . . . . 12 1
Increase in bond reserve funds, mortgage
replacement reserves and other deposits . . . . . . . . . . . . . . . . . . . . . . . . (20) (122)
Collection of receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 103 836
Payments on debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (2,427) (2,007)
Cash distributions to partners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (12,806) (2,783)
Increase in financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 (74)
------ -------
(13,268) 3,200
------ -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . . . . . . . . . (35) 2,114
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . 145 13,012
------ -------
CASH AND CASH EQUIVALENTS, END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . $ 110 $ 15,126
====== =======
Supplemental Information:
Cash payments for interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,272 $ 5,549
====== =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
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NATIONAL HEALTHCORP L.P.
CONSOLIDATED STATEMENTS OF CHANGES IN
PARTNERS' CAPITAL FOR THE SIX MONTHS
ENDED JUNE 30, 1994 AND 1993
(DOLLARS IN THOUSANDS)
Receivables
From Sale of Unrealized
Partnership Partnership Losses on General Limited Partners'
Units Units Securities Partners Partners Total
----- ----- ---------- -------- -------- -----
BALANCE AT DECEMBER 31, 1993 7,796,433 $(15,134) $ -- $1,027 $106,633 $ 92,526
Net income -- -- -- 67 6,606 6,673
Collection of receivables -- 103 -- -- 103
Other 100 -- -- 1 2 3
Unrealized losses
on securities -- -- (430) -- -- (430)
Cash distributions
($.55 per unit) -- (42) (4,188) (4,230)
--------- ------- ---- ----- ------- -------
BALANCE AT JUNE 30, 1994 7,796,533 (15,031) (430) 1,053 109,053 94,645
========= ======= ==== ===== ======= =======
BALANCE AT DECEMBER 31, 1992 7,748,592 $(16,174) $ -- $ 791 $ 83,305 $ 67,922
Net income -- -- -- 53 5,198 5,251
Collection of receivables -- 836 -- -- -- 836
Other 4,560 -- -- 1 81 82
Cash distributions
($.36 per unit) -- -- -- (28) (2,755) (2,783)
--------- ------- ---- ----- ------- -------
BALANCE AT JUNE 30, 1993 7,753,152 $(15,338) $ -- $ 817 $ 85,829 $ 71,308
========= ======= ==== ===== ======= =======
The accompanying notes to consolidated financial statements are an integral
part of these consolidated statements.
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NATIONAL HEALTHCORP L.P.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited)
Note 1 - CONSOLIDATED FINANCIAL STATEMENTS:
The financial statements for the six months ended June 30, 1994 and
1993, which have not been examined by independent public accountants, reflect,
in the opinion of management, all adjustments necessary to present fairly the
data for such periods. The results of the operations for the six months ended
June 30, 1994 are not necessarily indicative of the results that may be
expected for the entire fiscal year ended December 31, 1994. The interim
condensed balance sheet at December 31, 1993 is taken from the audited
financial statements at that date. The interim condensed financial statements
should be read in conjunction with the consolidated financial statements,
including the notes thereto, for the periods ended December 31, 1993, December
31, 1992, and December 31, 1991.
Note 2 - OTHER REVENUES:
Three Months Ended Six Months Ended
June 30 June 30
------------------ ----------------
1994 1993 1994 1994
---- ---- ---- ----
(in thousands) (in thousands)
Revenue from managed centers $ 4,116 $ 2,869 $ 8,085 $ 5,796
Guarantee fees 242 178 492 323
Advisory fee from NHI 456 406 912 813
Earnings on securities 344 553 399 654
Equity in earnings of unconsolidated
investments 40 481 117 917
Interest income 1,197 742 2,639 1,468
Other 307 327 598 596
------ ------ ------ ------
$ 6,702 $ 5,556 $13,242 $10,567
====== ====== ====== ======
Revenues from managed centers include management fees and interest
income on notes receivable from the managed centers. "Other" revenues include
non-health care related earnings.
Note 3 - DEBT AND EQUITY SECURITIES:
Statement of Financial Accounting Standards ("SFAS") No. 115
"Accounting for Certain Investments in Debt and Equity Securities" was issued
by the Financial Accounting Standards Board effective for fiscal years
beginning after December 15, 1993. As required by the Statement, securities
are classified as trading, held-to-maturity or available for sale. Trading
securities are bought and held principally for
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the purpose of selling them in the near term. Securities are classified
as held-to-maturity when the Company has both the positive intent and ability to
hold them to maturity. All other securities are classified as available for
sale. The Company considers its investments in debt and equity securities as
available for sale securities and unrealized gains and losses are recorded in
partner's capital in accordance with the Statement.
Application of SFAS No. 115 to prior periods is not permitted and,
accordingly, prior financial statements have not been restated to reflect the
change in accounting principle. The ending balance of partner's capital for
June 30, 1994 was decreased by approximately $430,000 to reflect the net
unrealized investment loss on securities classified as available for sale which
were previously carried at amortized cost or lower of cost or market.
The amortized cost and estimated fair value of securities classified
as available for sale were as follows at June 30, 1994 (in thousands):
Amortized Unrealized Unrealized Fair
Cost Gain Loss Value
--------- ---------- ---------- -------
Equity securities $ 6,145 $382 $805 $ 5,722
U.S. Government agency
securities 468 -- 7 461
Municipal debt securities 5,775 -- -- 5,775
------ --- --- ------
$12,388 $382 $812 $11,958
====== === === ======
The amortized cost and estimated fair value of securities classified
as available for sale at June 30, 1994, by contractual maturity are shown below
(in thousands):
Maturities: Amortized Fair
Cost Value
--------- -------
Within One Year $ 100 $ 100
One to Five Years 950 950
Six to Ten Years 1,600 1,600
Over Ten Years 3,593 3,586
Other securities without stated
maturity 6,145 5,722
------ ------
Total securities available for sale $ 12,388 $11,958
====== ======
Proceeds from the sale of investments in debt and equity securities
during the period ended June 30, 1994 were $1,362,000. Gross investment gains
of $215,000 were
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NATIONAL HEALTHCORP L.P.
NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited)
realized on these sales. Realized gains and losses from securities sales are
determined on the specific identification of the securities.
The adoption of the Statement did not have a material effect on the
Company's financial position or results of operations.
Note 4 - GUARANTEES:
In order to obtain management agreements and to facilitate the
construction or acquisition of certain health care centers which the
Partnership manages for others, the Partnership has guaranteed some or all of
the debt (principal and interest) on those centers. For this service the
Partnership charges an annual guarantee fee of 1% to 2% of the outstanding
principal balance guaranteed, which fee is in addition to the Partnership's
management fee. The principal amounts outstanding under the guarantees is
approximately $79,561,000 at June 30, 1994 with interest rates ranging from
approximately 2.7% to 12.2%.
Note 5 - ACQUISITIONS:
In February, 1994, the Partnership acquired the stock of Spectrum
Enterprises, Inc. and Spectrum Private Nursing Services, Inc. for a total
consideration of approximately $4,253,000. Spectrum Enterprises, Inc. owns and
operates eleven homecare programs located in Panama City, Port St. Joe,
Carrabelle, Crawfordville, Tallahassee, Madison, Perry, Blountstown, Marianna,
Quincy and Chipley, Florida. Spectrum Private Nursing Services, Inc. owns and
operates two homecare programs located in Panama City and Tallahassee, Florida
which provides services to private payors exclusively. Former shareholders
have signed a covenant not to compete. The Partnership is amortizing the cost
of the covenant not to compete over its term (96 months).
In February, 1994, the Partnership purchased for approximately
$6,000,000 a 120-bed long-term health care center located in Naples, Florida.
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NATIONAL HEALTHCORP L.P.
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited)
Item 2. Management's Discussion and Analysis of Financial Conditions and
Results of Operations
Results of Operations
Net income for the second quarter rose 27% to $3,447,000 from
$2,724,000 for the same period last year. Fully diluted earnings per unit
increased to 40 cents from 33 cents, a 21% increase. Revenues for the quarter
ended June 30 were up 21% to $71,128,000 compared to $58,918,000 a year
earlier.
Net income for the first six months ended June 30 was up 27% to
$6,673,000 this year compared with $5,251,000 last year. Fully diluted
earnings per unit increased 22% to 77 cents up from 63 cents in 1993's first
six months. Revenues for the first six months rose 20% to $139,726,000 vs.
$116,328,000 for the six months ended June 30.
The increased revenues and earnings for the quarter reflect continued
strength from operations. Compared to the quarter a year ago, NHC has
increased the number of owned or leased beds from 5,899 beds to 6,246 beds.
The number of beds managed for others has increased from 5,158 beds to 6,028
beds. The number of homecare locations has increased from 17 locations to 28
locations. These increases in numbers of beds and locations as well as
increased emphasis on rehabilitative services are the primary contributors to
the 21% increase in revenues for the quarter.
Salaries, wages and benefits, the largest operating costs of the
Company, were $39,347,000 for the three months and six- month periods this
year, a 28% increase over the same periods last year. These increases are due
primarily to inflationary wage increases and to the increased number of
employees because of growth. Net patient revenue experienced 21% and 20%
increases for the same periods.
The total census for the quarter at owned and leased centers averaged
91.7% compared to an average of 91.4% for the same quarter a year ago.
Liquidity and Capital Resources
At June 30, 1994, the ratio of current assets to current liabilities
is 2.4 to 1.0. Working capital is $50,201,000. These financial resources
with anticipated funds from future operations are expected to be adequate to
enable the Partnership to meet its working capital requirements and expansion
goals.
Development
NHC added 264 long-term health care center beds during the second
quarter. The additions include the opening of a new 180- bed owned long-term
health care center and additions totaling 84 beds at three existing centers.
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NATIONAL HEALTHCORP L.P.
FOR THE SIX MONTHS ENDED JUNE 30, 1994 AND 1993
(Unaudited)
Management's Discussion and Analysis of Financial Conditions and Results of
Operations (continued)
During the six month period, NHC added a total of 407 licensed
long-term care beds, added 60 assisted living beds, and purchased a
Florida-based homecare company. The Company also added an additional 780
managed beds in Florida in December of 1993. At the end of the quarter, NHC is
operating 97 long-term health care centers with 12,274 beds. NHC presently has
801 beds under development at 15 health care centers in Florida, South Carolina
and Tennessee.
Cash Distributions
On February 14, 1994, NHC paid a cash distribution of 24 cents per
unit to unitholders of record on December 31, 1992. This payment was the last
cash distribution related to regular earnings for 1992.
On January 10, 1994, NHC paid a special cash distribution of $1.10 per
unit to unitholders of record on December 1, 1993. This payment was paid to
unitholders to help defray taxes on the capital gain of $3.24 per unit related
to the sale in 1993 of the company's investment in VHA Long Term Care.
On May 13, 1994, NHC paid its first regular quarterly distribution for
1994 of 31 cents per unit to holders of record on March 31. NHC has also
announced its second regular quarterly distribution for 1994. The
distribution, in the amount of 31 cents per unit, is to be paid August 15 to
unitholders of record on June 30.
NHC intends to distribute approximately 60% of ordinary taxable income
to unitholders in 1994.
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NATIONAL HEALTHCORP L.P.
FOR THE SIX MONTHS ENDED JUNE 30, 1994
AND 1993 (Unaudited)
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
The Company is subject to claims and suits in the ordinary
course of business. While there are several worker's compensation and
personal liability claims and other suits presently in the court
system, management believes that the ultimate resolution of all pending
proceedings will not have any material adverse effect on the Company or
its operations.
Item 2. Changes in Securities. Not applicable
Item 3. Defaults Upon Senior Securities. None
Item 4. Submission of Matters to Vote of Security Holders. None
Item 5. Other Information. None
Item 6. Exhibits and Reports on Form 8-K.
(a) List of exhibits - none required
(b) Reports on Form 8-K - none required
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NATIONAL HEALTHCORP L.P.
---------------------------------
(Registrant)
Date August 3, 1994 S/Richard F. LaRoche, Jr.
----------------------- ---------------------------------
Richard F. LaRoche, Jr.
Secretary
Date August 3, 1994 S/Donald K. Daniel
----------------------- ---------------------------------
Donald K. Daniel
Vice President and Controller
Principal Accounting Officer
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