What changed in this filing

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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 37 added, 20 removed, 203 unchanged (22% of the section changed)

9 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, 2022, based on the COSO criteria.

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.

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, 2022 and 2021, the related consolidated statements of operations, comprehensive income, equity, and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 17, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

14 unchanged sentences

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP

/s/ Ernst & Young LLP

Nashville, Tennessee

40 unchanged sentences

Balance–

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

For the year ended December 31, 2020

Accrued risk reserves

$ 96,011  

$ 86,918  

$ 83,392  

$ 99,537  

For the year ended December 31, 2021

Accrued risk reserves

$ 99,537  

$ 82,219  

$ 83,708  

$ 98,048  

For the year ended December 31, 2022

Accrued risk reserves

$ 98,048  

$ 81,743  

$ 77,322  

$ 102,469  

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

(3)     Exhibits:

EXHIBIT INDEX

36 unchanged sentences

Amendment No.

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

5 to M aster Agreement to Lease between National Health Investors, Inc.

and National HealthCare Corporation

8 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

17 unchanged sentences

Incorporated by reference to Exhibit 10.26 to National HealthCare Corporation's annual report on Form 10–K filed on February 21, 2014

Assignment of membership interest in Solaris Hospice, LLC dated December 29, 2011 and effective on January 1, 2012, whereby NHC assigned its membership interest to Caris in exchange for an additional 2.7% limited partnership interest in Caris. 

Incorporated by reference to Exhibit 10.27 to National HealthCare Corporation's annual report on Form 10–K filed on February 21, 2014

4 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

1 unchanged sentence

McRae and McRae Investment Company, LLC

Filed Herewith

Incorporated by reference to Exhibit 10.21 to National HealthCare Corporation annual report on Form 10-K Filed on February 18, 2022

Amendment No.

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

and National HealthCare Corporation

Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's Form 10-Q filed on November 3, 2022

Amendment No.

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

and National HealthCare Corporation

Incorporated by reference to Exhibit 10.2 of National HealthCare Corporation's Form 10-Q filed on November 3, 2022

Code of Ethics of National HealthCare Corporation

6 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

43 unchanged sentences

February 17, 2023

/s/ Sandra Y.

February 17, 2023

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