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Section 1: 8-K (8-K)

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false0000877860 0000877860 2020-02-19 2020-02-19


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (date of earliest event reported): February 19, 2020

National Health Investors Inc
(Exact name of Registrant as specified in its charter)

 
Maryland
001-10822
62-1470956
 
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
 

222 Robert Rose Drive
Murfreesboro, TN 37129
(Address of principal executive offices)

(615) 890-9100
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year,
if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each Class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
NHI
New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.






Item 2.02. Results of Operations and Financial Condition.

On February 19, 2020, National Health Investors, Inc. issued a press release announcing its earnings for the quarter ended December 31, 2019. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

Exhibit Index

Number
 
Exhibit
99.1
 

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

National Health Investors, Inc.



By: /s/ John L. Spaid
Name: John L. Spaid
Title: Chief Financial Officer



Date: February 18, 2020


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit
Exhibit 99

402869310_nhilogoa02.jpg
Contact: John L. Spaid, Chief Financial Officer
Phone: (615) 890-9100

NHI Announces Fourth Quarter 2019 Results


MURFREESBORO, Tenn. – (February 19, 2020) National Health Investors, Inc. (NYSE:NHI) announced today its net income attributable to common stockholders, its Funds From Operations (“FFO”), its Normalized Funds From Operations and its Normalized Adjusted Funds From Operations (“AFFO”) for the three months and year ended December 31, 2019.

2019 Highlights
GAAP net income attributable to common stockholders of $.95 for the fourth quarter, $3.67 year-to-date, per diluted common share
AFFO of $1.30 for the fourth quarter and $5.10 year-to-date, per diluted common share
Announced or completed $329 million in real estate and mortgage note investments year-to-date
Ample liquidity with $250 million available to draw on revolving credit facility
Maintained low leverage balance sheet at 4.7x net debt-to-annualized adjusted EBITDA
Q4 2019 fixed charge coverage remains conservative at 5.7x
Portfolio lease coverage remains strong at 1.66x
Transitioned three non-compliant leases to high-quality operating partners

2020 Guidance
The Company currently expects net income to be in the range of $4.33 to $4.47 per diluted common share, Normalized FFO for 2020 to be in the range of $5.67 to $5.71 per diluted common share and Normalized AFFO to be in the range of $5.31 to $5.35 per diluted common share. The Company’s guidance range for the full year 2020, with underlying assumptions and timing of certain transactions, is set forth and reconciled below:
 
Full-Year 2020 Range
 
Low
 
High
Net income attributable to common stockholders - diluted
$
4.33

 
$
4.47

Plus: depreciation1
1.81

 
1.86

Plus: gain on disposal of real estate
(.47
)
 
(.62
)
Normalized FFO per diluted common share
$
5.67

 
$
5.71

Less: straight-line rental income1
(0.46
)
 
(0.48
)
Plus: other unconsolidated subsidiary adjustments2
0.06

 
0.08

Plus: amortization of debt issuance costs and original issue discounts
0.03

 
0.04

Plus: amortization of lease incentives
0.02

 
0.02

Less: amortization of nonrefundable entrance fees2
(0.01
)
 
(0.02
)
Normalized AFFO per diluted common share
$
5.31

 
$
5.35

 
 
 
 
FAD items (in thousands)
Low
 
High
Non-cash stock compensation
$
3,400

 
$
3,600

Non-refundable entrance fees2
$
650

 
$
820

Routine capital expenditures2
$
420

 
$
420

 
 
 
 
1 net of amounts related to non-controlling interests
2 reflects NHI share of unconsolidated Timber Ridge OpCo subsidiary



NHI Reports Fourth Quarter 2019 Results
Page 2
February 19, 2020

The Company’s guidance range reflects the existence of volatile economic conditions. The Company’s guidance range is based on a number of assumptions, many of which are outside the Company’s control and all of which are subject to change. The Company’s guidance range allows for the uncertainty inherent in the structure and timing of the financing required to fund previously announced investments and any pending new investments. The Company’s guidance may change if actual results vary from these assumptions.

Financial Results

Net income attributable to common stockholders per diluted common share for the three months ended December 31, 2019 was $.95, an increase of 9.2% from the same period in the prior year. Net income attributable to common stockholders per diluted common share for the year ended December 31, 2019 was $3.67, unchanged from the same period in the prior year. Net income for the year ended December 31, 2019 includes a write-down of $2,500,000 on two assisted living properties which we have classified as held for sale.

Normalized FFO per diluted common share for the three months ended December 31, 2019 was $1.41, an increase of 4.4% from the same period in the prior year. Normalized FFO per diluted common share for the year ended December 31, 2019 was $5.50, an increase of 0.7% from the same period in the prior year.

Normalized AFFO per diluted common share for the three months ended December 31, 2019 was $1.30, an increase of 2.4% over the same period in the prior year. Normalized AFFO per diluted common share for the year ended December 31, 2019 was $5.10, an increase of 1.2% over the same period in the prior year.

NAREIT FFO per diluted common share for the three months ended December 31, 2019 was $1.39, an increase of 6.9% from the same period in the prior year. NAREIT FFO per diluted common share for the twelve months ended December 31, 2019 was $5.49, an increase of 2.4% over the same period in the prior year.

Net income, Normalized FFO, Normalized AFFO and NAREIT FFO per common share for the year ended December 31, 2019 includes the dilutive impact of 1,887,075 common shares issued since December 31, 2018.

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company defines Normalized FFO as FFO adjusted for certain items which may create some difficulty in comparing FFO for the current period to similar prior periods. We define Normalized AFFO as Normalized FFO excluding the effects of straight-line lease revenue, amortization of debt issuance costs and the non-cash amortization of the original issue discount of our unsecured convertible notes. These supplemental non-GAAP performance measures may not be comparable to similarly titled measures used by other REITs.

The reconciliation of net income attributable to common stockholders to our FFO, Normalized FFO, Normalized AFFO and Normalized Funds Available for Distribution (“FAD”) is included as a table to this press release and filed in the Company’s Form 10-K with the Securities and Exchange Commission.

Investor Conference Call and Webcast
NHI will host a conference call on Wednesday, February 19, 2020, at 12 p.m. ET, to discuss fourth quarter results. The number to call for this interactive teleconference is (800) 582-1443, with the confirmation number 21950888. The live broadcast of NHI’s fourth quarter conference call will be available online at www.nhireit.com. The online replay will follow shortly after the call and continue for approximately 90 days.

About National Health Investors
Incorporated in 1991, National Health Investors, Inc. (NYSE: NHI) is a real estate investment trust specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical investments. NHI’s portfolio consists of independent, assisted and memory care communities, entrance-fee retirement communities, skilled nursing facilities, medical office buildings and specialty hospitals. Visit www.nhireit.com for more information.



NHI Reports Fourth Quarter 2019 Results
Page 3
February 19, 2020

Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Three Months Ended
 
Year Ended
 
December 31,
 
December 31,
 
2019
 
2018
 
2019
 
2018
Net income attributable to common stockholders
$
42,039

 
$
37,083

 
$
160,456

 
$
154,333

Elimination of certain non-cash items in net income:
 
 
 
 
 
 
 
Depreciation
19,610

 
18,068

 
76,816

 
71,349

Depreciation related to noncontrolling interest
(22
)
 

 
(52
)
 

Impairment of real estate

 

 
2,500

 

NAREIT FFO attributable to common stockholders
61,627

 
55,151

 
239,720

 
225,682

Loss on convertible note retirement
823

 

 
823

 
738

Non-cash write-off of straight-line rent receivable

 
2,265

 

 
3,701

Note receivable impairment

 
(50
)
 

 
363

Recognition of unamortized note receivable commitment fees

 

 

 
(515
)
Normalized FFO attributable to common stockholders
62,450

 
57,366

 
240,543

 
229,969

Straight-line lease revenue, net
(5,830
)
 
(4,220
)
 
(22,084
)
 
(21,736
)
Straight-line lease revenue, net, related to noncontrolling interest
6

 

 
13

 

Amortization of lease incentives
238

 
147

 
845

 
387

Amortization of original issue discount
176

 
191

 
761

 
788

Amortization of debt issuance costs
693

 
698

 
2,805

 
2,526

Normalized AFFO attributable to common stockholders
57,733

 
54,182

 
222,883

 
211,934

Non-cash share-based compensation
691

 
359

 
3,646

 
2,490

Normalized FAD attributable to common stockholders
$
58,424

 
$
54,541

 
$
226,529

 
$
214,424

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
BASIC
 
 
 
 
 
 
 
Weighted average common shares outstanding
44,107,770

 
42,351,443

 
43,417,828

 
41,943,873

NAREIT FFO attributable to common stockholders per share
$
1.40

 
$
1.30

 
$
5.52

 
$
5.38

Normalized FFO attributable to common stockholders per share
$
1.42

 
$
1.35

 
$
5.54

 
$
5.48

Normalized AFFO attributable to common stockholders per share
$
1.31

 
$
1.28

 
$
5.13

 
$
5.05

 
 
 
 
 
 
 
 
DILUTED
 
 
 
 
 
 
 
Weighted average common shares outstanding
44,328,847

 
42,568,720

 
43,703,248

 
42,091,731

NAREIT FFO attributable to common stockholders per share
$
1.39

 
$
1.30

 
$
5.49

 
$
5.36

Normalized FFO attributable to common stockholders per share
$
1.41

 
$
1.35

 
$
5.50

 
$
5.46

Normalized AFFO attributable to common stockholders per share
$
1.30

 
$
1.27

 
$
5.10

 
$
5.04


See Notes to Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD.



NHI Reports Fourth Quarter 2019 Results
Page 4
February 19, 2020

Notes to Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD

These supplemental operating performance measures may not be comparable to similarly titled measures used by other REITs. Consequently, our Funds From Operations (“FFO”), Normalized FFO, Normalized Adjusted Funds From Operations (“AFFO”) and Normalized Funds Available for Distribution (“FAD”) may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of these operating performance measures, caution should be exercised when comparing our Company’s FFO, Normalized FFO, Normalized AFFO and Normalized FAD to that of other REITs. These financial performance measures do not represent cash generated from operating activities in accordance with generally accepted accounting principles (“GAAP”) (these measures do not include changes in operating assets and liabilities) and therefore should not be considered an alternative to net earnings as an indication of operating performance, or to net cash flow from operating activities as determined by GAAP as a measure of liquidity, and are not necessarily indicative of cash available to fund cash needs.

Funds From Operations - FFO

FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs.

We believe that FFO and normalized FFO are important supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative, and should be supplemented with a measure such as FFO. The term FFO was designed by the REIT industry to address this issue.

Adjusted Funds From Operations - AFFO

In addition to the adjustments included in the calculation of normalized FFO, normalized AFFO excludes the impact of any straight-line lease revenue, amortization of the original issue discount on our convertible senior notes and amortization of debt issuance costs.

We believe that normalized AFFO is an important supplemental measure of operating performance for a REIT. GAAP requires a lessor to recognize contractual lease payments into income on a straight-line basis over the expected term of the lease. This straight-line adjustment has the effect of reporting lease income that is significantly more or less than the contractual cash flows received pursuant to the terms of the lease agreement. GAAP also requires the original issue discount of our convertible senior notes and debt issuance costs to be amortized as non-cash adjustments to earnings. Normalized AFFO is useful to our investors as it reflects the growth inherent in the contractual lease payments of our real estate portfolio.

Funds Available for Distribution - FAD

In addition to the adjustments included in the calculation of normalized AFFO, normalized FAD excludes the impact of non-cash stock based compensation.

We believe that normalized FAD is an important supplemental measure of operating performance for a REIT as a useful indicator of the ability to distribute dividends to shareholders. Additionally, normalized FAD improves the understanding of our operating results among investors and makes comparisons with: (i) expected results, (ii) results of previous periods and (iii) results among REITs, more meaningful. Because FAD may function as a liquidity measure, we do not present FAD on a per-share basis.
.



NHI Reports Fourth Quarter 2019 Results
Page 5
February 19, 2020

Condensed Statements of Income
 
 
 
 
 
 
 
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Three Months Ended
 
Twelve Months Ended
 
December 31,
 
December 31,
 
2019
 
2018
 
2019
 
2018
 
(unaudited)
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
Rental income
$
75,404

 
$
70,004

 
$
294,182

 
$
280,813

Interest income and other
6,790

 
3,991

 
23,899

 
13,799

 
82,194

 
73,995

 
318,081

 
294,612

Expenses:
 
 
 
 
 
 
 
Depreciation
19,610

 
18,068

 
76,816

 
71,349

Interest
14,374

 
12,847

 
56,299

 
49,055

Legal
98

 
(396
)
 
507

 
309

Franchise, excise and other taxes
109

 
309

 
1,550

 
1,166

General and administrative
3,611

 
2,818

 
13,399

 
12,547

Property taxes and insurance on leased properties
1,593

 

 
5,798

 

Loan and realty losses
(60
)
 
3,266

 
2,440

 
5,115

 
39,335

 
36,912

 
156,809

 
139,541

 
 
 
 
 
 
 
 
Income before loss on convertible note retirement
42,859

 
37,083

 
161,272

 
155,071

Loss on convertible note retirement
(823
)
 

 
(823
)
 
(738
)
Net income
$
42,036

 
$
37,083

 
$
160,449

 
$
154,333

Less: net loss attributable to noncontrolling interest
3

 

 
7

 

Net income attributable to common stockholders
$
42,039

 
$
37,083

 
$
160,456

 
$
154,333

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
44,107,770

 
42,351,443

 
43,417,828

 
41,943,873

Diluted
44,328,847

 
42,568,720

 
43,703,248

 
42,091,731

 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
Net income attributable to common stockholders - basic
$
.95

 
$
.88

 
$
3.70

 
$
3.68

Net income attributable to common stockholders - diluted
$
.95

 
$
.87

 
$
3.67

 
$
3.67




NHI Reports Fourth Quarter 2019 Results
Page 6
February 19, 2020

Selected Balance Sheet Data
 
 
 
(in thousands)
 
 
 
 
December 31, 2019
 
December 31, 2018
 
 
 
 
Real estate properties, net
$
2,560,393

 
$
2,366,882

Mortgage and other notes receivable, net
$
340,143

 
$
246,111

Cash and cash equivalents
$
5,215

 
$
4,659

Straight-line rent receivable
$
86,044

 
$
105,620

Assets held for sale, net
$
18,420

 
$

Other assets
$
32,020

 
$
27,298

Debt
$
1,440,465

 
$
1,281,675

National Health Investors Stockholders' Equity
$
1,497,631

 
$
1,389,713













This press release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  All statements regarding the Company’s, tenants’, operators’, borrowers’ or managers’ expected future financial position, results of operations, cash flows, funds from operations, dividend and dividend plans, financing opportunities and plans, capital market transactions, business strategy, budgets, projected costs, operating metrics, capital expenditures, competitive positions, acquisitions, investment opportunities, dispositions, acquisition integration, growth opportunities, expected lease income, continued qualification as a real estate investment trust (“REIT”), plans and objectives of management for future operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may”, “will”, “believes”, “anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward-looking statements.  Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements. Such risks and uncertainties include, among other things; the operating success of our tenants and borrowers for collection of our lease and interest income; the success of property development and construction activities, which may fail to achieve the operating results we expect; the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings; risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates would have on our tenants’ and borrowers’ business; the risk that the cash flows of our tenants and borrowers would be adversely affected by increased liability claims and liability insurance costs; risks related to environmental laws and the costs associated with liabilities related to hazardous substances; the risk that we may not be fully indemnified by our lessees and borrowers against future litigation; the success of our future acquisitions and investments; our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms; the potential need to incur more debt in the future, which may not be available on terms acceptable to us; our ability to meet covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations; the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties; risks associated with our investments in unconsolidated entities, including our lack of sole decision-making authority and our reliance on the financial condition of other interests; our dependence on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt bears interest at variable rates; the risk that our assets may be subject to impairment charges; and our dependence on the ability to continue to qualify for taxation as a real estate investment trust. Many of these factors are beyond the control of the Company and its management.  The Company assumes no obligation to update any of the foregoing or any other forward looking statements, except as required by law, and these statements speak only as of the date on which they are made.   Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI’s Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC’s web site at http://www.sec.gov or on NHI’s web site at https://www.nhireit.com.



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