7 ANALISIS DE LAS HISTORIAS DE VIDA
7.1 ANALISIS COMUNICACIONAL DE LAS HISTORIAS DE VIDA
The information in our definitive 2016 proxy statement set forth under the caption Report of the Audit Committee is hereby incorporated by reference (which will be filed within 120 days of the end of the fiscal year to which this report relates).
87 PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE The following documents are filed as a part of this report:
(a) (1) Financial Statements:
The Financial Statements are included in Item 8 and are filed as part of this report.
(2) Financial Statement Schedule:
NATIONAL HEALTHCARE CORPORATION
SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2015, 2014 AND 2013
(in thousands)
Column A Column B Column C Column D Column E
Additions Description Balance- Beginning of Period Charged to Costs and Expenses Charged to other Accounts Deductions Balance- End of Period For the year ended December 31, 2013
Allowance for doubtful accounts $ 3,166 $ 5,226 $ − $ 3,420 (1) $ 4,972
Accrued risk reserves $ 110,331 $ 57,515 $ − $ 57,289 $ 110,557
For the year ended December 31, 2014
Allowance for doubtful accounts $ 4,972 $ 6,228 $ − $ 5,462 (1) $ 5,738
Accrued risk reserves $ 110,557 $ 61,557 $ − $ 65,896 $ 106,218
For the year ended December 31, 2015
Allowance for doubtful accounts $ 5,738 $ 6,583 $ − $ 6,738 (1) $ 5,583
Accrued risk reserves $ 106,218 $ 69,392 $ − $ 77,102 $ 98,508
(1)
Amounts written off, net of recoveries
All other financial statement schedules are not required under the related instructions or are inapplicable and therefore have been omitted.
(3) Exhibits:
(a) Reference is made to the Exhibit Index, which is found within this Form 10-K Annual Report.
88 SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
NATIONAL HEALTHCARE CORPORATION
Date: February 19, 2016 BY: /s/ Robert G. Adams
Robert G. Adams Chairman
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 19, 2016 /s/ Robert G. Adams
Robert G. Adams
Chief Executive Officer and Director (Principal Executive Officer)
Date: February 19, 2016 /s/ Donald K. Daniel
Donald K. Daniel
Senior Vice President and Controller (Principal Accounting Officer)
(Principal Financial Officer)
Date: February 19, 2016 /s/ J. Paul Abernathy
J. Paul Abernathy Director
Date: February 19, 2016 /s/ W. Andrew Adams
W. Andrew Adams Director
Date: February 19, 2016 /s/ Ernest G. Burgess
Ernest G. Burgess Director
Date: February 19, 2016 /s/ Emil E. Hassan
Emil E. Hassan Director
Date: February 19, 2016 /s/ Richard F. LaRoche, Jr.
Richard F. LaRoche, Jr. Director
Date: February 19, 2016 /s/ Lawrence C. Tucker
Lawrence C. Tucker Director
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NATIONAL HEALTHCARE CORPORATION AND SUBSIDIARIES FORM 10-K FOR THE FISCAL YEAR ENDING DECEMBER 31, 2015
EXHIBIT INDEX Exhibit
No. Description Page No. or Location
3.1 Certificate of Incorporation of National HealthCare Corporation Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form S-4 (File No. 333-37185) dated October 3, 1997) 3.2 Certificate of Amendment to the Certificate of Incorporation of
National HealthCare Corporation
Incorporated by reference to Exhibit 3.2 to the Registrant’s registration statement on Form 8-A, dated October 31, 2007) 3.3 Certificate of Designations of Series A Convertible Preferred Stock of
National HealthCare Corporation
Incorporated by reference to Exhibit 2.1 to the current report on Form 8-K filed on December 20, 2006 3.4 Certificate of Designation Series B Junior Participating Preferred
Stock
Incorporated by reference to Exhibit 3.1 to the Registrant’s registration statement on Form 8-A, dated August 3, 2007
3.5 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.
4.1 Form of Common Stock Specifically incorporated by
reference to Exhibit A attached to Form S-4, (Proxy
Statement-
Prospectus), amended, Registration No. 333- 37185, (December 5, 1997) 4.2 Form of Series A Convertible Preferred Stock Certificate Incorporated by reference to
Exhibit A to Exhibit 3.5 to the Registrant’s registration statement on Form 8-A, dated October 31, 2007)
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Exhibit No. Description Page No. or Location
4.3 Rights Agreement, dated as of August 2, 2007, between National HealthCare Corporation and Computershare Trust Company, N.A.
Incorporated by reference to Exhibit 4.1 to the Registrant’s registration statement on Form 8-A, dated August 3, 2007
4.4 Notice of Redemption of Series A Convertible Preferred Stock dated October 2, 2015
Incorporated by reference to Exhibit 99.1 to the
Registrant's current report on Form 8-K filed on October 2, 2015
10.1 Master Agreement of Lease dated as of October 17, 1991 by and among National Health Investors, Inc. and National HealthCorp, L.P.
Incorporated by reference to Exhibit 10.1 to the
Registrant's registration statement on Form S-4 filed October 3, 1997
10.2 Form of Service Agreement by and between National Health Corporation and National HealthCare Corporation
Incorporated by reference to Exhibit 10.5.1 to the Registrant's registration statement on Form S-4 filed October 3, 1997
10.3 Amended and Restated Revolving Credit Note dated as of September 1, 1995 by and between National Health Corporation and National HealthCare L.P.
Incorporated by reference to Exhibit 10.7 to the
Registrant's registration statement on Form S-4 filed October 3, 1997
10.4 Amended and Restated Revolving Credit Agreement dated as of September 1, 1995 by and between National Health Corporation and National HealthCare L.P.
Incorporated by reference to Exhibit 10.8 to the
Registrant's registration statement on Form S-4 filed October 3, 1997
10.5 2004 Non-Qualified Stock Option Plan Incorporated by reference to
Appendix B to 2005 Proxy Statement filed on March 28, 2005
10.6 2005 Stock Option, Employee Stock Purchase, Physician Stock Purchase and Stock Appreciation Rights Plan
Incorporated by reference to Appendix A to 2005 Proxy Statement filed on March 28, 2005
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Exhibit No. Description Page No. or Location
10.7 Amendment No. 1 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCorp L.P.
Incorporated by reference to Exhibit 10.19 from 2005 Form 10-K filed March 16, 2006
10.8 Amendment No. 2 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.
Incorporated by reference to Exhibit 10.20 from 2005 Form 10-K filed March 16, 2006
10.9 Amendment No. 3 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.
Incorporated by reference to Exhibit 10.21 from 2005 Form 10-K filed March 16, 2006
10.10 Amendment No. 4 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare L.P.
Incorporated by reference to Exhibit 10.22 from 2005 Form 10-K filed March 16, 2006
10.11 Amendment No. 5 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation
Incorporated by reference to Exhibit 10.23 from 2005 Form 10-K filed March 16, 2006 10.12 Credit Agreement, dated October 30, 2007, between National
HealthCare Corporation and Bank of America, N.A
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on November 2, 2007 10.13 First Amendment to Credit Agreement dated October 28, 2008
between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on October 17, 2008 10.14 Second Amendment to Credit Agreement dated October 27, 2009
between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation’s current report on Form 8-K filed on October 27, 2009. *10.15 National HealthCare Corporation's 2010 Omnibus Equity Incentive
Plan
Incorporated by reference to Exhibit A to 2010 Proxy Statement filed April 1, 2010. *10.16 First Amendment dated February 14, 2011 to the National HealthCare
Corporation 2010 Omnibus Equity Incentive Plan
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Exhibit No. Description Page No. or Location
*10.17 Amendment dated March 10, 2015 to National HealthCare Corporation's 2010 Omnibus Equity Incentive Plan
Incorporated by reference to Appendix A to 2015 Proxy Statement filed April 1, 2015. *10.18 Amended NHC Executive Officer Performance Based Compensation
Plan
Incorporated by reference to Exhibit A to 2013 Proxy Statement filed April 2, 2013. 10.19 Third Amendment to Credit Agreement dated October 26, 2010
between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's current report on Form 8-K filed on October 26, 2010 10.20 Fourth Amendment to Credit Agreement dated October 25, 2011
between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's current report on Form 8-K filed on October 25, 2011 10.21 Fifth Amendment to Credit Agreement dated October 24, 2012
between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's current report on Form 8-K filed on October 25, 2012 10.22 Amendment to Purchase and Sale Agreement with Modifications 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 5, 2013
10.23 Agreement to Lease between NHI-REIT of Northeast, LLC, Landlord and NHC/OP, L.P. and National HealthCare Corporation, Co-Tenants
Incorporated by reference to Exhibit 10.4 of National HealthCare Corporation's Form 10-Q filed on November 5, 2013
10.24 Sixth Amendment to Credit Agreement dated October 23, 2013 between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's current report on Form 8-K filed on October 23, 2013 10.25 Amended and Restated Amendment No. 6 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 5, 2013
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Exhibit No. Description Page No. or Location
10.26 Amendment No. 7 to Master Agreement to Lease between National Health Investors, Inc. and National HealthCare Corporation
Incorporated by reference to Exhibit 10.3 of National HealthCare Corporation's Form 10-Q filed on November 5, 2013
10.27 Seventh Amendment to Credit Agreement dated October 22, 2014 between National HealthCare Corporation and Bank of America, N.A.
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's current report on Form 8-K filed on October 23, 2014 10.28 Credit Agreement dated as of October 7, 2015 among National
HealthCare Corporation and Bank of America
Incorporated by reference to Exhibit 10.1 of National HealthCare Corporation's quarterly report on Form 10-Q filed on November 5, 2015 10.29 Pledge and Security Agreement dated as of October 7, 2015 between
National HealthCare Corporation and Bank of America
Incorporated by reference to Exhibit 10.2 of National HealthCare Corporation's quarterly report on Form 10-Q filed on November 5, 2015 10.30 Note dated October 7, 2015 between National HealthCare
Corporation and Bank of America
Incorporated by reference to Exhibit 10.3 of National HealthCare Corporation's quarterly report on Form 10-Q filed on November 5, 2015 10.31 Contribution Agreement dated December 29, 2011 between National
HealthCare Corporation and Caris HealthCare, L.P. pursuant to which NHC acquired a 7.5% interest in Caris from McRae in exchange for $7,500,000
Incorporated by reference to Exhibit 10.27 to National HealthCare Corporation's annual report on Form 10-K filed on February 20, 2015 10.32 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 10.28 to National HealthCare Corporation's annual report on Form 10-K filed on February 20, 2015 10.33 Purchase and Sale Agreement and Extension of Master Lease dated
December 26, 2012 between National Health Investors, Inc. and National HealthCare Corporation
Incorporated by reference to Exhibit 10.29 to National HealthCare Corporation's annual report on Form 10-K filed on February 21, 2014
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Exhibit No. Description Page No. or Location
14 Code of Ethics of National HealthCare Corporation Available at NHC’s website
www.nhccare.com or in print
upon request to:
National HealthCare Corp. Attn: Investor Relations P. O. Box 1398
Murfreesboro, TN 37133-1398 Telephone (615) 890-2020
21 Subsidiaries of Registrant Filed Herewith
23 Consent of Independent Registered Public Accounting Firm – Ernst & Young LLP
Filed Herewith
31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer Filed Herewith 31.2 Rule 13a-14(a)/15d-14(a) Certification of Principal Accounting
Officer
Filed Herewith
32 Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Principal Accounting Officer
Filed Herewith
**101.INS XBRL Instance Document
**101.SCH XBRL Taxonomy Extension Schema Document
**101.CAL XBRL Taxonomy Extension Calculation Linkbase Document **101.DEF XBRL Taxonomy Extension Definition Linkbase Document **101.LAB XBRL Taxonomy Extension Label Linkbase Document **101.PRE XBRL Taxonomy Extension Presentation Linkbase Document *Indicates management contract or compensatory plan or arrangement.
**As provided in Rule 406T of Regulation S-T, this information shall not be deemed "filed" for purposes of Sections 11 and 12 of the Securities Act and Section 18 of the Securities Exchange Act or otherwise subject to liability under those sections.