Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
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(Mark One) |
[ x ] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the fiscal year ended December 31, 2015 |
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[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the transition period from _____________ to _____________ |
Commission File Number 001-10822
National Health Investors, Inc.
(Exact name of registrant as specified in its charter)
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Maryland | 62-1470956 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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222 Robert Rose Drive, Murfreesboro, Tennessee | 37129 |
(Address of principal executive offices) | | (Zip Code) |
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(615) 890-9100 |
(Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each Class | Name of each exchange on which registered |
Common stock, $.01 par value | | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ x ] No [ ]
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ x ]
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 (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ x ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. Yes [ x ] No [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer [ x ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | | Smaller reporting company [ ] |
(Do not check if a smaller reporting company) | | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]
The aggregate market value of shares of common stock held by non-affiliates on June 30, 2015 (based on the closing price of these shares on the New York Stock Exchange) was approximately $2,238,337,000. There were 38,400,276 shares of the registrant’s common stock outstanding as of February 16, 2016.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive proxy statement for its 2015 annual meeting of stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13, and 14 of this Form 10-K/A.
EXPLANATORY NOTE
This Amendment No. 1 on Form 10-K/A (the “Amendment”) is filed by National Health Investors, Inc. ("NHI" or the “Company”) to amend its Annual Report on Form 10-K for the year ended December 31, 2015 (the “2015 Form 10-K”). The purpose of the Amendment is to amend Part IV, Item 15 of the 2015 Form 10-K. No other items of the 2015 Form 10-K are amended in this Form 10-K/A.
PART IV
ITEM 15. Exhibits, Financial Statements and Financial Statement Schedules
Item 15 has been amended to include the audited financial statements of Holiday AL Holdings, LP, the parent of NH Master Tenant, LLC ("Holiday Tenant"), and guarantor of Holiday Tenant's obligations arising under their lease with us. Holiday Tenant is a significant lessee to NHI and, as of December 31, 2015, leases more than 20% of our assets.
Additionally, Item 15 has been amended to include the audited financial statements of Senior Living Communities, LLC. Senior Living Communities, LLC is a significant lessee to NHI and, as of December 31, 2015, leases more than 20% of our assets.
As required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), updated certifications by the Principal Executive Officer and Principal Financial Officer are filed as exhibits to the Amendment in Part IV, Item 15.
We make no attempt in this filing to update matters in the 2015 Form 10-K for any other activities or events occurring after the original filing date; neither do we change any previously reported financial results of operations or any disclosures contained in that document except to the extent expressly provided herein.
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EXHIBIT INDEX |
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Exhibit No. | Description | Page No. or Location |
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23.2 | Consent of Ernst & Young LLP.
| Filed Herewith |
23.3 | Consent of Moyer, Smith & Roller, P.A. | 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 Financial Officer and Principal Accounting Officer | Filed Herewith |
32 | Certification pursuant to 18 U.S.C. Section 1350 by Chief Executive Officer and Principal Financial Officer and Principal Accounting Officer | Filed Herewith |
99.1 | Holiday AL Holdings LP Financial Statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015. | Filed herewith |
99.2 | Senior Living Communities, LLC and Subsidiaries Financial Statements as of December 31, 2015 and 2014 and for the three years ended December 31, 2015.
| Filed herewith |
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.
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| NATIONAL HEALTH INVESTORS, INC. |
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| By: /s/Roger R. Hopkins |
| Roger R. Hopkins |
| Chief Accounting Officer |
Date: February 26, 2016 | (Principal Financial 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.