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Section 1: 8-K (8-K)

nhi-20200511
0000877860FALSE00008778602020-05-112020-05-1100008778602020-02-192020-02-19

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): May 11, 2020

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

Maryland001-1082262-1470956
(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 ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 par valueNHINew 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 May 11, 2020, National Health Investors, Inc. issued a press release announcing its earnings for the quarter ended March 31, 2020. 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

NumberExhibit
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: May 11, 2020

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Section 2: EX-99.1 (EX-99.1 EARNINGS RELEASE)

Document
Exhibit 99
403951215_nhilogoa021.jpg
Contact: John L. Spaid, Chief Financial Officer
Phone: (615) 890-9100

NHI Announces First Quarter 2020 Results


MURFREESBORO, Tenn. – (May 11, 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 ended March 31, 2020.

Q1 2020 Overview
GAAP net income attributable to common stockholders of $1.37 per diluted common share
AFFO of $1.29 per diluted common share
Announced or completed $173.2 million in real estate and mortgage note investments
$142 million available to draw on revolving credit facility
Maintained low leverage balance sheet at 4.7x net debt-to-annualized adjusted EBITDA
Fixed charge coverage remains conservative at 5.8x
Portfolio lease coverage at 1.68x

2020 Guidance

NHI's 2020 guidance provided on February 19, 2020 did not include any impact from the COVID-19 pandemic. Due to the lack of visibility caused by this pandemic on our operators and our business, the Company is withdrawing its full year 2020 guidance.

Financial Results

Net income attributable to common stockholders per diluted common share for the three months ended March 31, 2020 was $1.37, an increase of 65.1% from the same period in the prior year. Net income for the quarter includes $21.0 million in gains that relate to the sale of real estate.

Normalized FFO per diluted common share for the three months ended March 31, 2020 was $1.36, an increase of 3.8% from the same period in the prior year.

Normalized AFFO per diluted common share for the three months ended March 31, 2020 was $1.29, an increase of 5.7% over the same period in the prior year.

NAREIT FFO per diluted common share for the three months ended March 31, 2020 was $1.35, an increase of 3.1% from the same period in the prior year.

Net income, Normalized FFO, Normalized AFFO and NAREIT FFO per common share for the three months ended March 31, 2020 includes the dilutive impact of 1,450,684 common shares issued since March 31, 2019.

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. We also adjust Normalized AFFO for the net change in our allowance for expected credit losses as well as certain non-cash items related to our our equity method investments. These supplemental non-GAAP performance measures may not be comparable to similarly titled measures used by other REITs.


NHI Reports First Quarter 2020 Results
Page 2
May 11, 2020

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-Q with the Securities and Exchange Commission.

Investor Conference Call and Webcast
NHI will host a conference call on Tuesday, May 12, 2020, at 12 p.m. ET, to discuss first quarter results. The number to call for this interactive teleconference is (800) 954-0586, with the confirmation number 21960075. The live broadcast of NHI’s first 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 First Quarter 2020 Results
Page 3
May 11, 2020
Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD
(in thousands, except share and per share amounts)
Three Months Ended
March 31,
20202019
Net income attributable to common stockholders$61,023  $35,679  
Elimination of certain non-cash items in net income:
Depreciation20,443  18,491  
Depreciation related to noncontrolling interests(147) —  
Gain on sale of real estate(21,007) —  
Impairment of real estate—  2,500  
NAREIT FFO attributable to common stockholders60,312  56,670  
Non-cash write-off of straight-line rent receivable380  —  
Normalized FFO attributable to common stockholders60,692  56,670  
Straight-line lease revenue, net(5,557) (5,228) 
Straight-line lease revenue, net, related to noncontrolling interests22  —  
Amortization of lease incentives236  168  
Amortization of original issue discount100  193  
Amortization of debt issuance costs643  700  
Equity method investment adjustments, net21  —  
Note receivable credit loss expense1,575  —  
Normalized AFFO attributable to common stockholders57,732  52,503  
Equity method investment capital expenditure (105) —  
Equity method investment non-refundable fees received 73  —  
Non-cash share-based compensation1,845  2,001  
Normalized FAD attributable to common stockholders$59,545  $54,504  
BASIC
Weighted average common shares outstanding44,613,593  42,825,824  
NAREIT FFO attributable to common stockholders per share$1.35  $1.32  
Normalized FFO attributable to common stockholders per share$1.36  $1.32  
Normalized AFFO attributable to common stockholders per share$1.29  $1.23  
DILUTED
Weighted average common shares outstanding44,618,139  43,125,032  
NAREIT FFO attributable to common stockholders per share$1.35  $1.31  
Normalized FFO attributable to common stockholders per share$1.36  $1.31  
Normalized AFFO attributable to common stockholders per share$1.29  $1.22  

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


NHI Reports First Quarter 2020 Results
Page 4
May 11, 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 also adjust Normalized AFFO for the net change in our allowance for expected credit losses as well as certain non-cash items related to our our equity method investments. 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 also adjust Normalized FAD for items related to our equity method investments such as capital expenditures and the net change in non-refundable entrance fees. 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 First Quarter 2020 Results
Page 5
May 11, 2020

Condensed Statements of Income
(in thousands, except share and per share amounts)
Three Months Ended
March 31,
20202019
(unaudited)
Revenues:
Rental income$76,527  $70,953  
Interest income and other6,549  5,154  
83,076  76,107  
Expenses:
Depreciation20,443  18,491  
Interest14,140  13,518  
Legal334  270  
Franchise, excise and other taxes243  545  
General and administrative4,311  4,014  
Property taxes and insurance on leased properties1,553  1,090  
Loan and realty losses1,555  2,500  
42,579  40,428  
Loss from equity method investment(442) —  
Investment and other gains21,007  —  
Net income$61,062  $35,679  
Less: net income attributable to noncontrolling interests(39) —  
Net income attributable to common stockholders$61,023  $35,679  
Weighted average common shares outstanding:
Basic44,613,593  42,825,824  
Diluted44,618,139  43,125,032  
Earnings per common share:
Net income attributable to common stockholders - basic$1.37  $0.83  
Net income attributable to common stockholders - diluted$1.37  $0.83  



NHI Reports First Quarter 2020 Results
Page 6
May 11, 2020

Selected Balance Sheet Data
(in thousands)
March 31, 2020December 31, 2019
Real estate properties, net$2,693,227  $2,560,393  
Mortgage and other notes receivable, net$286,320  $340,143  
Cash and cash equivalents$46,049  $5,215  
Straight-line rent receivable$85,629  $86,044  
Assets held for sale, net$—  $18,420  
Equity method investment and other assets$56,610  $32,020  
Debt$1,548,904  $1,440,465  
National Health Investors Stockholders' Equity$1,495,558  $1,497,631  












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 impact of COVID-19 on our tenants, borrowers, economy and the Company; 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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