What changed in this filing

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Item 9A. Controls and Procedures

2022-02-18 compared with 2021-02-19 · 52 added, 41 removed, 171 unchanged (35% of the section changed)

2 unchanged sentences

Based on their evaluation as of December 31, 2021, the Chief Executive Officer and Principal Accounting Officer of the Company have concluded that the Company’s disclosure controls and procedures (as defined in Rules 13a–15(e) and 15d–15(e) under the Securities Exchange Act of 1934, as amended) were effective to ensure that the information required to be disclosed by us in this Annual Report on Form 10–K was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10–K.

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

MANAGEMENT ’

S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

We are responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a–15(f) under the Securities Exchange Act of 1934, as amended).

3 unchanged sentences

Our independent registered public accounting firm, Ernst & Young, LLP, has issued an attestation report on the effectiveness of the Company’s internal control over financial reporting included herein.

The Company acquired Caris Healthcare, L.P.

("Caris") on June 11, 2021. 

We have excluded Caris from our assessment of and conclusion on the effectiveness of our internal control over financial reporting. 

Caris constituted 3% of both assets and net assets as of December 31, 2021, and 4% and 7% of net operating revenues and grant income and net income, respectively, for the year then ended.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

3 unchanged sentences

In our opinion, National HealthCare Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2020 and 2019, and the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2020, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 19, 2021 expressed an unqualified opinion thereon.

As indicated in the accompanying Management's Report on Internal Conrol Over Financial Reporting, management's assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal control of Caris Healthcare, L.P., which is included in the 2021 consolidated financial statements of National Healthcare Corporation and constituted 3% of both total and net assets as of December 31, 2021 and 4% and 7% of net operating revenues and grant income and net income, respectively, for the year then ended. 

Our audit of internal control over financial reporting of National Healthcare Corporation also did not include an evaluation of the internal control over financial reporting of Caris Healthcare, L.P. 

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 18, 2022 expressed an unqualified opinion thereon.

Basis for Opinion

20 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

3 unchanged sentences

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The information in our definitive 2021 proxy statement set forth under the captions Section 16(A) Beneficial Ownership Reporting Compliance is hereby incorporated by reference.

This information is incorporated by reference from our definitive 2022 proxy statement.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

6 unchanged sentences

Financial Statements:

The Financial Statements are included in Item 8 and are filed as part of this report.

The following financial statements are included in Item 8 of this Annual Report on Form 10-K and are filed as part of this report:

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated Statements of Operations –

Years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Comprehensive Income –

Years ended December 31, 2021, 2020, and 2019

Consolidated Balance Sheets –

At December 31, 2021 and 2020

Consolidated Statements of Cash Flows –

Years ended December 31, 2021, 2020, and 2019

Consolidated Statements of Equity –

Years ended December 31, 2021, 2020, and 2019

Notes to Consolidated Financial Statements

Financial Statement Schedule:

6 unchanged sentences

Balance–

For the year ended December 31, 2018

Accrued risk reserves

$ 93,275  

$ 75,052  

$ 72,303  

$ 96,024  

For the year ended December 31, 2019

Accrued risk reserves

$ 96,024  

$ 79,959  

$ 79,972  

$ 96,011  

For the year ended December 31, 2020

Accrued risk reserves

$ 96,011  

$ 86,918  

$ 83,392  

$ 99,537  

For the year ended December 31, 2019 Accrued risk reserves

For the year ended December 31, 2020 Accrued risk reserves

For the year ended December 31, 2021 Accrued risk reserves

All other financial statement schedules are not required under the related instructions or are inapplicable and therefore have been omitted.

4 unchanged sentences

Certificate of Amendment to the Certificate of Incorporation of National HealthCare Corporation

Specifically incorporated by reference to Exhibit 3.5 attached to Form 10-Q filed on August 3, 2017

Incorporated by reference to Exhibit 3.5 attached to Form 10-Q filed on August 3, 2017

Certificate of Designations of Series A Convertible Preferred Stock of National HealthCare Corporation 

3 unchanged sentences

Restated Bylaws as amended February 14, 2013

Specifically incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10–Q filed on May 8, 2013.

Incorporated by reference to Exhibit 3.5 to the quarterly report on Form 10–Q filed on May 8, 2013.

Form of Common Stock

Specifically incorporated by reference to Exhibit 4.1 attached to Form 10-Q filed on August 3, 2017

Incorporated by reference to Exhibit 4.1 attached to Form 10-Q filed on August 3, 2017

Description of each class of securities registered under Section 12 of the Exchange Act

Specifically incorporated by reference to Exhibit 4.2 attached to Form 10-K filed on February 21, 2020

Incorporated by reference to Exhibit 4.2 attached to Form 10-K filed on February 21, 2020

Master Agreement of Lease dated as of October 17, 1991 by and among National Health Investors, Inc.

31 unchanged sentences

Incorporated by reference to Appendix B to 2017 Proxy Statement filed April 4, 2017.

National HealthCare Corporation’s 2020 Omnibus Equity Incentive Plan

National HealthCare Corporation’

s 2020 Omnibus Equity Incentive Plan

Incorporated by reference to Appendix A to 2020 Proxy Statement filed April 6, 2020

2 unchanged sentences

Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013

Agreement to Lease between NHI–REIT of Northeast, LLC, Landlord and NHC/OP, L.P.

and National HealthCare Corporation, Co–Tenants

Agreement to Lease between NHI–

REIT of Northeast, LLC, Landlord and NHC/OP, L.P.

and National HealthCare Corporation, Co –

Incorporated by reference to Exhibit 10.4 of National HealthCare Corporation's Form 10–Q filed on November 5, 2013

17 unchanged sentences

8 to Master Agreement to Lease between National Health Investors, Inc.

and National HealthCare Corporation

Incorporated by reference to Exhibit 10.20 to National HealthCare Corporations annual report on Form 10-K Filed on February 19, 2021

Purchase and Sale Agreement dated June 11, 2021 between NHC/OP, L.P., a wholly owned subsidiary of NHC, and Norman C.

McRae and McRae Investment Company, LLC

Filed Herewith

7 unchanged sentences

Filed Herewith

Consent of Independent Registered Public Accounting Firm –

Ernst & Young LLP

Consent of Independent Registered Public  

Accounting Firm  

– Ernst & Young LLP

Filed Herewith

Rule 13a–14(a)/15d–14(a) Certification of Chief Executive Officer

Rule 13a –

14(a)/15d –

14(a) Certification  of Chief Executive Officer

Filed Herewith

Rule 13a–14(a)/15d–14(a) Certification of Principal Accounting Officer

Rule 13a –

14(a)/15d –

14(a) Certification  of Principal Accounting Officer

Filed Herewith

Certification pursuant to 18 U.S.C.

Section 1350 by Chief Executive Officer and Principal Accounting Officer

Filed Herewith

Caris HealthCare, L.P.

Audited Financial Statements as of and for the year ended December 31, 2020

Section  

1350 by Chief Executive Officer and  Principal Accounting Officer

Filed Herewith

10 unchanged sentences

 February 18, 2022

/s/ Stephen F.

Chief Executive Officer and Director

15 unchanged sentences

February 18, 2022

2 unchanged sentences

February 18, 2022

/s/ Richard F.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures