(Mark One)
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[ x ]
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended September 30, 2013
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[ ]
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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 _____________
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Maryland
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62-1470956
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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222 Robert Rose Drive, Murfreesboro, Tennessee
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37129
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(Address of principal executive offices)
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(Zip Code)
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(615) 890-9100
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(Registrant's telephone number, including area code)
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Large accelerated filer [ x ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
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Smaller reporting company [ ]
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(Do not check if a smaller reporting company)
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Page
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September 30,
2013 |
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December 31,
2012 |
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(unaudited)
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||||
Assets:
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||||
Real estate properties:
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Land
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$
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70,844
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$
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58,869
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Buildings and improvements
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854,915
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636,994
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Construction in progress
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19,469
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2,673
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945,228
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698,536
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Less accumulated depreciation
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(177,820
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)
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(163,146
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)
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Real estate properties, net
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767,408
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535,390
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Mortgage and other notes receivable, net
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59,367
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84,250
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Investment in preferred stock, at cost
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38,132
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38,132
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Cash and cash equivalents
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7,450
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9,172
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Marketable securities
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13,577
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12,884
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Straight-line rent receivable
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16,778
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12,370
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Equity-method investment and other assets
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14,402
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12,172
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Assets held for sale, net
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—
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1,611
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Total Assets
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$
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917,114
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$
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705,981
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Liabilities and Equity:
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Debt
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$
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391,362
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$
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203,250
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Real estate purchase liabilities
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5,856
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4,256
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Accounts payable and accrued expenses
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7,809
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4,301
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Dividends payable
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20,489
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24,793
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Deferred income
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1,185
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1,334
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Total Liabilities
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426,701
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237,934
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Commitments and Contingencies
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National Health Investors Stockholders' Equity:
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Common stock, $.01 par value; 40,000,000 shares authorized;
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27,876,176 and 27,857,217 shares issued and outstanding, respectively
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279
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279
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Capital in excess of par value
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470,892
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467,843
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Cumulative dividends in excess of net income
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(439
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)
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(18,495
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)
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Accumulated other comprehensive income
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8,970
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7,555
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Total National Health Investors Stockholders' Equity
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479,702
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457,182
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Noncontrolling interest
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10,711
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10,865
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Total Equity
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490,413
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468,047
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Total Liabilities and Equity
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$
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917,114
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$
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705,981
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Three Months Ended
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Nine Months Ended
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||||||||||||
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September 30,
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September 30,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
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(unaudited)
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(unaudited)
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Revenues:
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Rental income
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$
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28,817
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$
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21,116
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$
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78,879
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$
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61,333
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Interest income from mortgage and other notes
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1,936
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1,879
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5,877
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5,428
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Investment income and other
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1,040
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1,348
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3,156
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3,462
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||||
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31,793
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24,343
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87,912
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70,223
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Expenses:
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||||||||
Depreciation
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5,732
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5,791
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14,705
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12,350
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Interest
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3,290
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854
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6,011
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2,176
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Legal
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55
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205
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621
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424
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Franchise, excise and other taxes
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80
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271
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316
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626
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General and administrative
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1,757
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1,639
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7,171
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6,018
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Loan and realty (recoveries) losses, net
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(2,061
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)
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2,300
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1,976
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2,300
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8,853
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11,060
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30,800
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23,894
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Income before equity-method investee, investment and other gains,
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||||||||
discontinued operations and noncontrolling interest
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22,940
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13,283
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57,112
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46,329
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Income from equity-method investee
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178
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—
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269
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—
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Investment and other gains
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—
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—
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—
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30
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Income from continuing operations
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23,118
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13,283
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57,381
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46,359
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Discontinued operations
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Income from operations - discontinued
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562
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1,068
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2,321
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3,269
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Gain on sale of real estate
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19,370
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—
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19,370
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—
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Income from discontinued operations
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19,932
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1,068
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21,691
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3,269
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Net income
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43,050
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14,351
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79,072
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49,628
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Less: net income attributable to noncontrolling interest
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(306
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)
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—
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(664
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)
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—
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Net income attributable to common stockholders
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$
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42,744
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$
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14,351
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$
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78,408
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$
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49,628
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||||||||
Weighted average common shares outstanding:
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||||||||
Basic
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27,876,176
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27,830,311
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27,872,805
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27,799,750
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Diluted
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27,905,545
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27,862,582
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27,906,914
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27,828,879
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Earnings per common share:
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||||||||
Basic:
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||||||||
Income from continuing operations attributable to common stockholders
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$
|
.82
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$
|
.48
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$
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2.03
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|
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$
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1.66
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Discontinued operations
|
.71
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.04
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|
.78
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|
.12
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Net income per common share attributable to common stockholders
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$
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1.53
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$
|
.52
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$
|
2.81
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$
|
1.78
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Diluted:
|
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||||||||
Income from continuing operations attributable to common stockholders
|
$
|
.82
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$
|
.48
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$
|
2.03
|
|
|
$
|
1.66
|
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Discontinued operations
|
.71
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|
|
.04
|
|
|
.78
|
|
|
.12
|
|
||||
Net income per common share attributable to common stockholders
|
$
|
1.53
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|
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$
|
.52
|
|
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$
|
2.81
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|
|
$
|
1.78
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Net income
|
$
|
43,050
|
|
|
$
|
14,351
|
|
|
$
|
79,072
|
|
|
$
|
49,628
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains on securities
|
(627
|
)
|
|
(1,336
|
)
|
|
693
|
|
|
567
|
|
||||
Less: reclassification adjustment for gains in net income
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
Increase (decrease) in fair value of cash flow hedge
|
(384
|
)
|
|
(436
|
)
|
|
722
|
|
|
(1,343
|
)
|
||||
Total other comprehensive income (loss)
|
(1,011
|
)
|
|
(1,772
|
)
|
|
1,415
|
|
|
(806
|
)
|
||||
Comprehensive income
|
42,039
|
|
|
12,579
|
|
|
80,487
|
|
|
48,822
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
(306
|
)
|
|
—
|
|
|
(664
|
)
|
|
—
|
|
||||
Comprehensive income attributable to common stockholders
|
$
|
41,733
|
|
|
$
|
12,579
|
|
|
$
|
79,823
|
|
|
$
|
48,822
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(
unaudited
)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
79,072
|
|
|
$
|
49,628
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
||||
operating activities:
|
|
|
|
||||
Depreciation
|
14,705
|
|
|
12,653
|
|
||
Amortization
|
226
|
|
|
238
|
|
||
Straight-line rental income
|
(4,408
|
)
|
|
(2,325
|
)
|
||
Write-off of debt issuance costs
|
353
|
|
|
—
|
|
||
Loan and realty (recoveries) losses, net
|
1,976
|
|
|
2,300
|
|
||
Gain on sale of real estate
|
(19,370
|
)
|
|
—
|
|
||
Net realized gains on sales of marketable securities
|
—
|
|
|
(30
|
)
|
||
Share-based compensation
|
2,086
|
|
|
1,924
|
|
||
Income from equity-method investee
|
(269
|
)
|
|
—
|
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Equity-method investment and other assets
|
(307
|
)
|
|
358
|
|
||
Accounts payable and accrued expenses
|
498
|
|
|
(712
|
)
|
||
Deferred income
|
(149
|
)
|
|
(299
|
)
|
||
Net cash provided by operating activities
|
74,413
|
|
|
63,735
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investment in mortgage and other notes receivable
|
(9,713
|
)
|
|
(5,797
|
)
|
||
Collection of mortgage and other notes receivable
|
18,879
|
|
|
2,844
|
|
||
Investment in real estate
|
(134,074
|
)
|
|
(77,740
|
)
|
||
Investment in real estate development
|
(7,883
|
)
|
|
—
|
|
||
Investment in renovations of existing real estate
|
(5,323
|
)
|
|
—
|
|
||
Investment in unconsolidated entity
|
—
|
|
|
(8,309
|
)
|
||
Payment of real estate purchase liability
|
—
|
|
|
(3,000
|
)
|
||
Proceeds from disposition of real estate properties
|
20,981
|
|
|
—
|
|
||
Proceeds from sales of marketable securities
|
—
|
|
|
125
|
|
||
Net cash used in investing activities
|
(117,133
|
)
|
|
(91,877
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under revolving credit facilities
|
127,000
|
|
|
(42,300
|
)
|
||
Borrowings on term loan
|
80,000
|
|
|
120,000
|
|
||
Repayment of term loan
|
(80,000
|
)
|
|
—
|
|
||
Debt issuance costs
|
(1,275
|
)
|
|
(753
|
)
|
||
Principal payments on term loan
|
(19,399
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
146
|
|
|
(2
|
)
|
||
Distributions to noncontrolling interest
|
(818
|
)
|
|
—
|
|
||
Dividends paid to stockholders
|
(64,656
|
)
|
|
(60,279
|
)
|
||
Net cash provided by financing activities
|
40,998
|
|
|
16,666
|
|
||
|
|
|
|
||||
Decrease in cash and cash equivalents
|
(1,722
|
)
|
|
(11,476
|
)
|
||
Cash and cash equivalents, beginning of period
|
9,172
|
|
|
15,886
|
|
||
Cash and cash equivalents, end of period
|
$
|
7,450
|
|
|
$
|
4,410
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2013
|
|
2012
|
||||
|
(unaudited)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
5,225
|
|
|
$
|
2,214
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Settlement of mortgage note by real estate acquisition
|
$
|
13,741
|
|
|
$
|
—
|
|
Conditional consideration in asset acquisition
|
$
|
1,600
|
|
|
$
|
—
|
|
Accounts payable increase due to investments in real estate
|
$
|
3,453
|
|
|
$
|
—
|
|
Assumption of debt in real estate acquisition (at fair value)
|
$
|
80,528
|
|
|
$
|
19,250
|
|
Increase (decrease) in fair value of cash flow hedge
|
$
|
722
|
|
|
$
|
(1,343
|
)
|
Assignment of net assets in equity-method investee
|
$
|
817
|
|
|
$
|
—
|
|
|
Common Stock
|
|
Capital in Excess of Par Value
|
|
Cumulative Dividends in Excess of Net Income
|
|
Accumulated Other Comprehensive Income
|
|
Total National Health Investors Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Equity
|
|||||||||||||||||
|
Shares
|
|
Amount
|
|
|
|
|
|
|
|||||||||||||||||||||
Balances at December 31, 2012
|
27,857,217
|
|
|
$
|
279
|
|
|
$
|
467,843
|
|
|
$
|
(18,495
|
)
|
|
$
|
7,555
|
|
|
$
|
457,182
|
|
|
$
|
10,865
|
|
|
$
|
468,047
|
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
78,408
|
|
|
1,415
|
|
|
79,823
|
|
|
664
|
|
|
80,487
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(818
|
)
|
|
(818
|
)
|
|||||||
Shares issued on stock options exercised
|
18,959
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
—
|
|
|
146
|
|
|
—
|
|
|
146
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
2,086
|
|
|
—
|
|
|
—
|
|
|
2,086
|
|
|
—
|
|
|
2,086
|
|
|||||||
Assignment of net assets in equity-method investee
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
—
|
|
|
817
|
|
|
—
|
|
|
817
|
|
|||||||
Dividends declared, $2.165 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,352
|
)
|
|
—
|
|
|
(60,352
|
)
|
|
—
|
|
|
(60,352
|
)
|
|||||||
Balances at September 30, 2013
|
27,876,176
|
|
|
$
|
279
|
|
|
$
|
470,892
|
|
|
$
|
(439
|
)
|
|
$
|
8,970
|
|
|
$
|
479,702
|
|
|
$
|
10,711
|
|
|
$
|
490,413
|
|
Operator
|
|
Properties
|
|
Asset Class
|
|
Amount
|
||
Bickford Senior Living/RIDEA Structure
|
|
17
|
|
Senior Housing
|
|
$
|
137,459
|
|
Fundamental Long Term Care Holdings, LLC
|
|
2
|
|
Skilled Nursing
|
|
27,750
|
|
|
National Healthcare Corporation
|
|
7
|
|
Skilled Nursing
|
|
37,417
|
|
|
Emeritus Senior Living
|
|
1
|
|
Senior Housing
|
|
15,300
|
|
|
Discovery Senior Living
|
|
1
|
|
Senior Housing
|
|
12,000
|
|
|
|
|
|
|
|
|
$
|
229,926
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Current year
|
$
|
570
|
|
|
$
|
382
|
|
|
$
|
1,706
|
|
|
$
|
1,148
|
|
Prior year final certification
1
|
—
|
|
|
—
|
|
|
746
|
|
|
997
|
|
||||
Total percentage rent
|
$
|
570
|
|
|
$
|
382
|
|
|
$
|
2,452
|
|
|
$
|
2,145
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue
|
$
|
34,381
|
|
|
$
|
26,931
|
|
|
$
|
95,677
|
|
|
$
|
77,988
|
|
Net income
|
$
|
43,490
|
|
|
$
|
14,791
|
|
|
$
|
80,391
|
|
|
$
|
50,947
|
|
Net income available to common stockholders
|
$
|
43,118
|
|
|
$
|
14,725
|
|
|
$
|
79,529
|
|
|
$
|
50,749
|
|
Basic earnings per share
|
$
|
1.55
|
|
|
$
|
.53
|
|
|
$
|
2.85
|
|
|
$
|
1.83
|
|
Diluted earnings per share
|
$
|
1.55
|
|
|
$
|
.53
|
|
|
$
|
2.85
|
|
|
$
|
1.82
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Equity-method investment in OpCo
|
$
|
9,439
|
|
|
$
|
8,353
|
|
Loan costs and prepaid expenses, net
|
2,981
|
|
|
1,837
|
|
||
Accounts receivable and other assets
|
1,429
|
|
|
1,816
|
|
||
Replacement reserve and tax escrows - Fannie Mae
|
553
|
|
|
—
|
|
||
Escrow deposit for real estate purchase
|
—
|
|
|
166
|
|
||
|
$
|
14,402
|
|
|
$
|
12,172
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues
|
$
|
14,836
|
|
|
$
|
—
|
|
|
$
|
27,156
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including management fees
|
9,400
|
|
|
—
|
|
|
17,394
|
|
|
—
|
|
||||
Lease expenses
|
5,138
|
|
|
—
|
|
|
9,312
|
|
|
—
|
|
||||
Depreciation and amortization
|
88
|
|
|
—
|
|
|
133
|
|
|
—
|
|
||||
Net Income
|
$
|
210
|
|
|
$
|
—
|
|
|
$
|
317
|
|
|
$
|
—
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
||||
Common stock of other healthcare REITs
|
$
|
4,088
|
|
|
$
|
13,577
|
|
|
$
|
4,088
|
|
|
$
|
12,884
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Revolving credit facility - unsecured
|
$
|
191,000
|
|
|
$
|
64,000
|
|
Bank term loans - unsecured
|
120,000
|
|
|
120,000
|
|
||
Bank term loan - secured
|
—
|
|
|
19,250
|
|
||
Fannie Mae term loans - secured (including a premium of $1,782)
|
80,362
|
|
|
—
|
|
||
|
$
|
391,362
|
|
|
$
|
203,250
|
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.04%
|
|
1-month LIBOR+150 bps
|
|
$
|
40,000
|
|
|
$
|
189
|
|
June 2013
|
|
June 2020
|
|
3.61%
|
|
1-month LIBOR+150 bps
|
|
$
|
80,000
|
|
|
$
|
(708
|
)
|
|
Nine Months Ended
|
||||
|
September 30,
|
||||
|
2013
|
|
2012
|
||
Options outstanding January 1,
|
211,675
|
|
|
509,422
|
|
Options granted under 2005 Plan
|
—
|
|
|
340,000
|
|
Options granted under 2012 Plan
|
360,000
|
|
|
—
|
|
Options exercised under 1997 Plan
|
—
|
|
|
(19,266
|
)
|
Options exercised under 2005 Plan
|
(55,001
|
)
|
|
(488,481
|
)
|
Options outstanding, September 30,
|
516,674
|
|
|
341,675
|
|
|
|
|
|
||
Exercisable at September 30,
|
323,330
|
|
|
165,000
|
|
|
Nine Months Ended
|
||||
|
September 30,
|
||||
|
2013
|
|
2012
|
||
Non-vested at January 1,
|
—
|
|
|
1,250
|
|
Vested during the period
|
—
|
|
|
(1,250
|
)
|
Non-vested at September 30,
|
—
|
|
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
562
|
|
|
$
|
1,169
|
|
|
$
|
2,321
|
|
|
$
|
3,572
|
|
Expenses:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
—
|
|
|
101
|
|
|
—
|
|
|
303
|
|
||||
Income from operations - discontinued
|
$
|
562
|
|
|
$
|
1,068
|
|
|
$
|
2,321
|
|
|
$
|
3,269
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Income from continuing operations attributable to common stockholders
|
$
|
22,812
|
|
|
$
|
13,283
|
|
|
$
|
56,717
|
|
|
$
|
46,359
|
|
Discontinued operations
|
19,932
|
|
|
1,068
|
|
|
21,691
|
|
|
3,269
|
|
||||
Net income attributable to common stockholders
|
$
|
42,744
|
|
|
$
|
14,351
|
|
|
$
|
78,408
|
|
|
$
|
49,628
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,876,176
|
|
|
27,830,311
|
|
|
27,872,805
|
|
|
27,799,750
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations per common share
|
$
|
.82
|
|
|
$
|
.48
|
|
|
$
|
2.03
|
|
|
$
|
1.66
|
|
Discontinued operations per common share
|
.71
|
|
|
.04
|
|
|
.78
|
|
|
.12
|
|
||||
Net income per common share
|
$
|
1.53
|
|
|
$
|
.52
|
|
|
$
|
2.81
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,876,176
|
|
|
27,830,311
|
|
|
27,872,805
|
|
|
27,799,750
|
|
||||
Stock options
|
29,369
|
|
|
32,271
|
|
|
34,109
|
|
|
29,129
|
|
||||
Average dilutive common shares outstanding
|
27,905,545
|
|
|
27,862,582
|
|
|
27,906,914
|
|
|
27,828,879
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations per common share
|
$
|
.82
|
|
|
$
|
.48
|
|
|
$
|
2.03
|
|
|
$
|
1.66
|
|
Discontinued operations per common share
|
.71
|
|
|
.04
|
|
|
.78
|
|
|
.12
|
|
||||
Net income per common share
|
$
|
1.53
|
|
|
$
|
.52
|
|
|
$
|
2.81
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
|
|
||||||||
Incremental shares excluded since anti-dilutive:
|
|
|
|
|
|
|
|
||||||||
Stock options with an exercise price in excess of the average market price for our common shares
|
43,473
|
|
|
917
|
|
|
15,649
|
|
|
1,972
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Dividends declared per common share
|
$
|
.735
|
|
|
$
|
.67
|
|
|
$
|
2.165
|
|
|
$
|
1.97
|
|
|
|
|
Fair Value Measurement
|
||||||
|
Balance Sheet Classification
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
Level 1
|
|
|
|
|
|
||||
Common stock of other healthcare REITs
|
Marketable securities
|
|
$
|
13,577
|
|
|
$
|
12,884
|
|
|
|
|
|
|
|
||||
Level 2
|
|
|
|
|
|
||||
Interest rate swap asset
|
Other assets
|
|
$
|
189
|
|
|
$
|
—
|
|
Interest rate swap liability
|
Accrued expenses
|
|
$
|
708
|
|
|
$
|
1,241
|
|
Fixed rate debt
|
Debt
|
|
$
|
80,362
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
Level 3
|
|
|
|
|
|
||||
Contingent consideration
|
Real estate purchase liabilities
|
|
$
|
5,856
|
|
|
$
|
4,256
|
|
|
Fair Value Beginning of Period
|
|
|
Transfers Into Level 3
|
|
|
Realized Gains and (Losses)
|
|
|
Purchases, Issuances and Settlements
|
|
|
Fair Value at End of Period
|
|
|
Total Period Losses Included in Earnings Attributable to the Change in Unrealized Losses Relating to Assets Held at End of Year
|
|
||||||
2013
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
4,256
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,600
|
|
|
$
|
5,856
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2012
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
9,478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
9,478
|
|
|
$
|
—
|
|
|
Carrying Amount
|
|
Fair Value Measurement
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Level 2
|
|
|
|
|
|
|
|
||||||||
Variable rate debt
|
$
|
311,000
|
|
|
$
|
203,250
|
|
|
$
|
311,000
|
|
|
$
|
203,250
|
|
|
|
|
|
|
|
|
|
||||||||
Level 3
|
|
|
|
|
|
|
|
||||||||
Mortgage and other notes receivable
|
$
|
59,367
|
|
|
$
|
84,250
|
|
|
$
|
66,690
|
|
|
$
|
93,835
|
|
*
|
We depend on the operating success of our customers (facility operators) for collection of our revenues during this time of uncertain economic conditions in the U.S.;
|
*
|
We are exposed to the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings;
|
*
|
We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates will have on our tenants’ and borrowers’ business;
|
*
|
We are exposed to the risk that the cash flows of our tenants and borrowers will be adversely affected by increased liability claims and general and professional liability insurance costs;
|
*
|
We are exposed to risks related to environmental laws and the costs associated with the liability related to hazardous substances;
|
*
|
We are exposed to the risk that we may not be indemnified by our lessees and borrowers against future litigation;
|
*
|
We depend on the success of future acquisitions and investments;
|
*
|
We depend on the ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;
|
*
|
We may need to incur more debt in the future, which may not be available on terms acceptable to the Company;
|
*
|
We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;
|
*
|
We are exposed to 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;
|
*
|
We depend on revenues derived mainly from fixed rate investments in real estate assets, while our debt capital used to finance those investments is primarily at variable rates. This circumstance creates interest rate risk to the Company;
|
*
|
We have 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;
|
*
|
We are exposed to the risk that our assets may be subject to impairment charges;
|
*
|
We depend on the ability to continue to qualify as a real estate investment trust;
|
*
|
We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders;
|
*
|
We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.
|
Real Estate Properties
|
Properties
|
|
|
Beds/Sq. Ft.*
|
|
|
Revenue
|
|
|||
|
Senior Housing Communities
|
|
|
|
|
|
|||||
|
Assisted Living
|
58
|
|
|
2,930
|
|
|
$
|
20,475
|
|
|
|
Senior Living Campus
|
5
|
|
|
797
|
|
|
5,087
|
|
||
|
Independent Living
|
3
|
|
|
273
|
|
|
928
|
|
||
|
|
66
|
|
|
4,000
|
|
|
26,490
|
|
||
|
Skilled Nursing Facilities
|
64
|
|
|
8,768
|
|
|
46,253
|
|
||
|
Hospitals
|
3
|
|
|
181
|
|
|
5,324
|
|
||
|
Medical Office Buildings
|
2
|
|
|
88,517
|
|
*
|
812
|
|
||
|
|
Total Real Estate Properties
|
135
|
|
|
|
|
$
|
78,879
|
|
|
|
|
|
|
|
|
|
|
||||
Mortgage and Other Notes Receivable
|
|
|
|
|
|
||||||
|
Senior Housing Properties
|
|
|
|
|
|
|||||
|
Assisted Living
|
2
|
|
|
190
|
|
|
$
|
547
|
|
|
|
Senior Living Campus
|
1
|
|
|
76
|
|
|
85
|
|
||
|
|
3
|
|
|
266
|
|
|
632
|
|
||
|
Skilled Nursing Facilities
|
7
|
|
|
594
|
|
|
2,425
|
|
||
|
Hospital
|
1
|
|
|
70
|
|
|
900
|
|
||
|
Other Notes Receivable
|
—
|
|
|
—
|
|
|
1,920
|
|
||
|
|
Total Mortgage and Other Notes Receivable
|
11
|
|
|
|
|
|
$
|
5,877
|
|
|
|
Total Portfolio
|
146
|
|
|
|
|
$
|
84,756
|
|
Portfolio Summary
|
Properties
|
|
|
Investment %
|
|
|
Revenue
|
||||
|
Real Estate Properties
|
135
|
|
|
93.1
|
%
|
|
$
|
78,879
|
|
|
|
Mortgage and Other Notes Receivable
|
11
|
|
|
6.9
|
%
|
|
5,877
|
|
||
|
|
Total Portfolio
|
146
|
|
|
100.0
|
%
|
|
$
|
84,756
|
|
|
|
|
|
|
|
|
|
||||
Summary of Facilities by Type
|
|
|
|
|
|
||||||
|
Skilled Nursing Facilities
|
71
|
|
|
57.4
|
%
|
|
$
|
48,677
|
|
|
|
Senior Housing Communities
|
69
|
|
|
32.0
|
%
|
|
27,123
|
|
||
|
Hospitals
|
4
|
|
|
7.3
|
%
|
|
6,224
|
|
||
|
Medical Office Buildings
|
2
|
|
|
1.0
|
%
|
|
812
|
|
||
|
Other
|
—
|
|
|
2.3
|
%
|
|
1,920
|
|
||
|
|
Total Real Estate Portfolio
|
146
|
|
|
100.0
|
%
|
|
$
|
84,756
|
|
|
|
|
|
|
|
|
|
||||
Portfolio by Operator Type
|
|
|
|
|
|
||||||
|
Public
|
53
|
|
|
37.3
|
%
|
|
$
|
31,614
|
|
|
|
Regional
|
81
|
|
|
54.5
|
%
|
|
46,193
|
|
||
|
Small
|
12
|
|
|
8.2
|
%
|
|
6,949
|
|
||
|
|
Total Real Estate Portfolio
|
146
|
|
|
100.0
|
%
|
|
$
|
84,756
|
|
|
|
|
|
|
|
|
|
||||
Public Operators
|
|
|
|
|
|
||||||
|
National HealthCare Corp.
|
42
|
|
|
30.3
|
%
|
|
$
|
25,650
|
|
|
|
Emeritus Senior Living
|
9
|
|
|
4.2
|
%
|
|
3,533
|
|
||
|
Community Health Systems, Inc.
|
2
|
|
|
2.8
|
%
|
|
2,431
|
|
||
|
|
Total Public Operators
|
53
|
|
|
37.3
|
%
|
|
$
|
31,614
|
|
|
Senior Housing
|
Skilled Nursing
2
|
NHC
|
Hospitals
|
Medical Office
|
Lease Service Coverage Ratio
|
1.38
|
1.82
|
4.10
|
3.13
|
6.71
|
Number of stabilized lease properties
1
|
31
|
23
|
41
|
2
|
2
|
1
excludes new construction, RIDEA assets, and notes
|
|
|
|
|
|
2
excludes NHC
|
|
|
|
|
|
|
YTD 2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||
Regular
|
$
|
2.165
|
|
|
$
|
2.64
|
|
|
$
|
2.50
|
|
|
$
|
2.36
|
|
Special
|
$
|
—
|
|
|
$
|
0.22
|
|
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
2.165
|
|
|
$
|
2.86
|
|
|
$
|
2.72
|
|
|
$
|
2.36
|
|
|
|
|
|
|
|
|
|
|
|
Properties
|
|
Asset Class
|
|
Amount
|
||
Lease Investments
|
|
|
|
|
|
||
Bickford Senior Living/RIDEA Structure
|
17
|
|
Senior Housing
|
|
$
|
137,459
|
|
Fundamental Long Term Care Holdings, LLC
|
2
|
|
Skilled Nursing
|
|
27,750
|
|
|
National Healthcare Corporation
|
7
|
|
Skilled Nursing
|
|
37,417
|
|
|
Emeritus Senior Living
|
1
|
|
Senior Housing
|
|
15,300
|
|
|
Discovery Senior Living
|
1
|
|
Senior Housing
|
|
12,000
|
|
|
Chancellor Healthcare
|
1
|
|
Senior Housing
|
|
17,000
|
|
|
Note Investments
|
|
|
|
|
|
||
Bickford Senior Living
|
1
|
|
Senior Housing
|
|
9,200
|
|
|
Discovery Senior Living
|
1
|
|
Senior Housing
|
|
2,500
|
|
|
|
|
|
|
|
$
|
258,626
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Current year
|
$
|
570
|
|
|
$
|
382
|
|
|
$
|
1,706
|
|
|
$
|
1,148
|
|
Prior year final certification
1
|
—
|
|
|
—
|
|
|
746
|
|
|
997
|
|
||||
Total percentage rent
|
$
|
570
|
|
|
$
|
382
|
|
|
$
|
2,452
|
|
|
$
|
2,145
|
|
|
Before Settlement
|
|
After Settlement
|
|
Difference
|
||||||
SeniorTrust
|
$
|
15,000
|
|
|
$
|
—
|
|
|
$
|
(15,000
|
)
|
ElderTrust
|
13,741
|
|
|
37,417
|
|
|
23,676
|
|
|||
Total Investment
|
$
|
28,741
|
|
|
$
|
37,417
|
|
|
$
|
8,676
|
|
|
|
|
|
|
|
||||||
Estimated Annualized Cash Flow
|
$
|
1,980
|
|
|
$
|
3,450
|
|
|
$
|
1,470
|
|
Estimated Annualized Cash Flow as % of Total Investment
|
6.9
|
%
|
|
9.2
|
%
|
|
16.9
|
%
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
Period Change
|
|||||||||||
|
2013
|
|
2012
|
|
$
|
|
%
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
|
|
|
|
|
|
|
|||||||
ALFs leased to Bickford Senior Living
|
$
|
5,028
|
|
|
$
|
915
|
|
|
$
|
4,113
|
|
|
NM
|
|
SNFs leased to Fundamental Long Term Care
|
1,876
|
|
|
1,247
|
|
|
629
|
|
|
50.4
|
%
|
|||
Hospital leased to Polaris
|
538
|
|
|
—
|
|
|
538
|
|
|
NM
|
|
|||
ALF leased to Landmark Senior Living
|
394
|
|
|
—
|
|
|
394
|
|
|
NM
|
|
|||
ALFs leased to Emeritus Senior Living
|
1,196
|
|
|
885
|
|
|
311
|
|
|
35.1
|
%
|
|||
SLC leased to Santé Partners
|
534
|
|
|
250
|
|
|
284
|
|
|
113.6
|
%
|
|||
SLC leased to Chancellor Health Care
|
270
|
|
|
6
|
|
|
264
|
|
|
NM
|
|
|||
Other new and existing leases
|
17,268
|
|
|
16,536
|
|
|
732
|
|
|
4.4
|
%
|
|||
|
27,104
|
|
|
19,839
|
|
|
7,265
|
|
|
36.6
|
%
|
|||
Straight-line rent adjustments, new and existing leases
|
1,713
|
|
|
1,277
|
|
|
436
|
|
|
NM
|
|
|||
Total Rental Income
|
28,817
|
|
|
21,116
|
|
|
7,701
|
|
|
36.5
|
%
|
|||
Interest income from mortgage and other notes
|
|
|
|
|
|
|
|
|||||||
Capital Funding Group
|
518
|
|
|
173
|
|
|
345
|
|
|
NM
|
|
|||
Bickford Senior Living
|
249
|
|
|
2
|
|
|
247
|
|
|
NM
|
|
|||
SeniorTrust
|
—
|
|
|
251
|
|
|
(251
|
)
|
|
NM
|
|
|||
Bell Oden
|
—
|
|
|
220
|
|
|
(220
|
)
|
|
NM
|
|
|||
Other new and existing mortgages
|
1,169
|
|
|
1,233
|
|
|
(64
|
)
|
|
(5.2
|
)%
|
|||
Total Interest Income from Mortgage and Other Notes
|
1,936
|
|
|
1,879
|
|
|
57
|
|
|
3.0
|
%
|
|||
Investment income and other
|
1,040
|
|
|
1,348
|
|
|
(308
|
)
|
|
(22.8
|
)%
|
|||
Total Revenue
|
31,793
|
|
|
24,343
|
|
|
7,450
|
|
|
30.6
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Depreciation
|
|
|
|
|
|
|
|
|||||||
ALFs leased to Bickford Senior Living
|
1,508
|
|
|
254
|
|
|
1,254
|
|
|
NM
|
|
|||
SNFs leased to Fundamental reclassified to continuing operations
|
445
|
|
|
2,398
|
|
|
(1,953
|
)
|
|
NM
|
|
|||
ALF leased to Landmark Senior Living
|
145
|
|
|
—
|
|
|
145
|
|
|
NM
|
|
|||
SLC leased to Santé Partners
|
166
|
|
|
60
|
|
|
106
|
|
|
176.7
|
%
|
|||
ALFs leased to Emeritus Senior Living
|
106
|
|
|
—
|
|
|
106
|
|
|
NM
|
|
|||
Other new and existing assets
|
3,362
|
|
|
3,079
|
|
|
283
|
|
|
9.2
|
%
|
|||
Total Depreciation
|
5,732
|
|
|
5,791
|
|
|
(59
|
)
|
|
(1.0
|
)%
|
|||
Interest expense and amortization of loan costs
|
3,290
|
|
|
854
|
|
|
2,436
|
|
|
NM
|
|
|||
Legal fees
|
55
|
|
|
205
|
|
|
(150
|
)
|
|
NM
|
|
|||
Loan and realty (recoveries) losses, net
|
(2,061
|
)
|
|
2,300
|
|
|
(4,361
|
)
|
|
NM
|
|
|||
Other expenses
|
1,837
|
|
|
1,910
|
|
|
(73
|
)
|
|
(3.8
|
)%
|
|||
|
8,853
|
|
|
11,060
|
|
|
(2,207
|
)
|
|
(20.0
|
)%
|
|||
Income before equity-method investee, discontinued operations and noncontrolling interest
|
22,940
|
|
|
13,283
|
|
|
9,657
|
|
|
72.7
|
%
|
|||
Income from equity-method investee
|
178
|
|
|
—
|
|
|
178
|
|
|
NM
|
|
|||
Income from continuing operations
|
23,118
|
|
|
13,283
|
|
|
9,835
|
|
|
74.0
|
%
|
|||
Income from discontinued operations
|
562
|
|
|
1,068
|
|
|
(506
|
)
|
|
(47.4
|
)%
|
|||
Gain on sale of real estate
|
19,370
|
|
|
—
|
|
|
19,370
|
|
|
NM
|
|
|||
Net income
|
43,050
|
|
|
14,351
|
|
|
28,699
|
|
|
200.0
|
%
|
|||
Net income attributable to noncontrolling interest
|
(306
|
)
|
|
—
|
|
|
(306
|
)
|
|
NM
|
|
|||
Net income attributable to common stockholders
|
$
|
42,744
|
|
|
$
|
14,351
|
|
|
$
|
28,393
|
|
|
197.8
|
%
|
|
|
|
|
|
|
|
|
|||||||
NM - not meaningful
|
|
|
|
|
|
|
|
•
|
Rental income increased
$7,701,000
when compared to the same period in the prior year primarily as a result of new real estate investments of
$241,549,000
funded during the first
nine months
of 2013. Future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.
|
•
|
Interest income from mortgage and other notes for the remainder of 2013 is expected to be lower than the comparative period in 2012 due to (1) the settlement of outstanding notes receivable balances from not-for-profit borrowers, ElderTrust and SeniorTrust totaling $28,741,000, and (2) the payoff of a mortgage receivable of $3,293,000 secured by a facility in Georgia which resulted in a recovery of a previous writedown of $2,061,000. Unless we continue to make new investments in loans in 2013 and future years, our interest income will decrease due to the normal amortization and scheduled maturities of our loans.
|
•
|
Depreciation expense recognized in continuing operations decreased
$59,000
compared to the prior year partially due to the reclassification of the Fundamental facilities from discontinued operations after the agreement to sell the facilities was canceled in September 2012 and "catch-up" depreciation was recorded during that period. Depreciation expense would have been recognized in continuing operations during 2012 and previously on these properties had the facilities been continuously classified as held and used. New real estate investments completed since the third quarter of 2012 increased depreciation expense by $1,894,000 for the quarter ended
September 30, 2013
as compared to the same period in the prior year.
|
•
|
Interest expense, which includes amortization of loan costs of
$110,000
and
$82,000
for the quarters ended September 30, 2013 and 2012, respectively, relates to our borrowings on our credit facility and debt assumptions to fund new real estate and loan investments. Upfront fees and other loan-related costs are amortized over the term of the credit facility. An increase in interest expense and loan cost amortization of
$2,436,000
resulted from expanded borrowings used to fund new real estate investments in 2012 and 2013. We expect to fund additional healthcare real estate investments in 2013 with borrowings from our bank credit facility and longer-term debt, both secured and unsecured, which will increase our interest expense.
|
•
|
Legal expense decreased
$150,000
primarily as a result of the final resolution of litigation brought by two of former not-for-profit borrowers, ElderTrust and SeniorTrust.
|
•
|
We recognized a gain of $19,370,000 on our sale of six skilled nursing facilities to our tenant, NHC.
|
•
|
Rental income increased
$17,546,000
when compared to the same period in the prior year primarily as a result of funding new real estate investments of
$241,549,000
during the first
nine months
of 2013. Future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.
|
•
|
Interest income from mortgage and other notes increased
$449,000
due to new loan investments of
$9,713,000
funded in 2013. Interest income for the remainder of 2013 is expected to be lower due to (1) the settlement of outstanding notes receivable balances from not-for-profit borrowers ElderTrust and SeniorTrust totaling $28,741,000, and (2) the payoff of a mortgage receivable of $3,293,000 secured by a facility in Georgia which resulted in a recovery of a previous writedown of $2,061,000. Unless we continue to make new investments in loans in 2013 and future years, our interest income will decrease due to the normal amortization and scheduled maturities of our loans.
|
•
|
Depreciation expense increased
$2,355,000
primarily as a result of new real estate investments completed during 2012 and 2013. The increase in depreciation expense was partially offset by "catch-up" depreciation recorded in September 2012 as a result of the reclassification of the Fundamental facilities from discontinued operations after the agreement to sell the facilities was canceled. Depreciation expense would have been recognized in continuing operations during 2012 and previously on these properties had the facilities been continuously classified as held and used.
|
•
|
Interest expense, which includes amortization of loan costs of
$596,000
and
$238,000
for the nine months ended September 30, 2013 and 2012, respectively, relates to our borrowings on our credit facility and debt assumptions to fund new real estate and loan investments. Amortization of loan costs for 2013 includes $353,000 which were written off as a result of the modifications we made to the credit facility at the end of the second quarter. Upfront fees and other loan-related costs are amortized over the term of the credit facility. An increase in interest expense and loan cost amortization of
$3,835,000
resulted from expanded borrowings used to fund new real estate investments in 2012 and 2013. We expect to fund additional healthcare real estate investments in 2013 with borrowings from our bank credit facility and longer-term debt, both secured and unsecured, which will increase our interest expense.
|
•
|
Legal expense increased
$197,000
primarily as a result of the litigation brought by two former not-for-profit borrowers, ElderTrust and SeniorTrust, which reached a final settlement in April 2013. This litigation and its settlement are discussed in the notes to the condensed consolidated financial statements.
|
•
|
Loan and realty losses include an impairment of of
$4,037,000
recorded in March 2013 related to our estimate of the underlying value of the collateral for the SeniorTrust note. In September 2013 we received
$3,293,000
as full payment of a mortgage note and recorded a recovery of a previous writedown of
$2,061,000
.
|
•
|
Other expenses increased primarily due to $295,000 of transaction costs related to two business combinations completed during 2013 and higher consulting and advisory costs resulting from our increased investment activity.
|
•
|
We recognized a gain of $19,370,000 on our sale of six skilled nursing facilities to our tenant, NHC.
|
|
Nine Months Ended
|
|
Change
|
|||||||||||
|
9/30/2013
|
|
9/30/2012
|
|
$
|
|
%
|
|||||||
Cash and cash equivalents at beginning of period
|
$
|
9,172
|
|
|
$
|
15,886
|
|
|
$
|
(6,714
|
)
|
|
(42.3
|
)%
|
Net cash provided by operating activities
|
74,413
|
|
|
63,735
|
|
|
10,678
|
|
|
16.8
|
%
|
|||
Net cash used in investing activities
|
(117,133
|
)
|
|
(91,877
|
)
|
|
(25,256
|
)
|
|
27.5
|
%
|
|||
Net cash provided by financing activities
|
40,998
|
|
|
16,666
|
|
|
24,332
|
|
|
146.0
|
%
|
|||
Cash and cash equivalents at end of period
|
$
|
7,450
|
|
|
$
|
4,410
|
|
|
$
|
3,040
|
|
|
68.9
|
%
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.04%
|
|
1-month LIBOR+150 bps
|
|
$
|
40,000
|
|
|
$
|
189
|
|
June 2013
|
|
June 2020
|
|
3.61%
|
|
1-month LIBOR+150 bps
|
|
$
|
80,000
|
|
|
$
|
(708
|
)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt, including interest
1
|
$
|
441,769
|
|
|
$
|
3,467
|
|
|
$
|
100,630
|
|
|
$
|
14,771
|
|
|
$
|
322,901
|
|
Real estate purchase liabilities
|
5,856
|
|
|
4,256
|
|
|
1,600
|
|
|
—
|
|
|
—
|
|
|||||
Construction commitments
|
17,246
|
|
|
17,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
2,000
|
|
|
2,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
466,871
|
|
|
$
|
26,969
|
|
|
$
|
102,230
|
|
|
$
|
14,771
|
|
|
$
|
322,901
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income attributable to common stockholders
|
$
|
42,744
|
|
|
$
|
14,351
|
|
|
$
|
78,408
|
|
|
$
|
49,628
|
|
Elimination of certain non-cash items in net income:
|
|
|
|
|
|
|
|
||||||||
Real estate depreciation in continuing operations
|
5,079
|
|
|
5,408
|
|
|
12,947
|
|
|
11,275
|
|
||||
Real estate depreciation related to noncontrolling interest
|
(199
|
)
|
|
—
|
|
|
(334
|
)
|
|
—
|
|
||||
Real estate depreciation in discontinued operations
|
—
|
|
|
101
|
|
|
—
|
|
|
303
|
|
||||
Net gain on sales of real estate
|
(19,370
|
)
|
|
—
|
|
|
(19,370
|
)
|
|
—
|
|
||||
Funds from operations
|
$
|
28,254
|
|
|
$
|
19,860
|
|
|
$
|
71,651
|
|
|
$
|
61,206
|
|
Gains on sales of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
Loan costs expensed due to credit facility amendment
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
||||
Non-cash write-off of straight-line rent receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
963
|
|
||||
Write-offs and expenses due to early lease termination
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||
Acquisition costs under business combination accounting
1
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
||||
Legal settlement
|
—
|
|
|
275
|
|
|
—
|
|
|
365
|
|
||||
Loan impairments and (recoveries), net
|
(2,061
|
)
|
|
2,300
|
|
|
1,976
|
|
|
2,300
|
|
||||
Other items
|
—
|
|
|
(78
|
)
|
|
—
|
|
|
17
|
|
||||
Normalized FFO
|
$
|
26,193
|
|
|
$
|
22,357
|
|
|
$
|
74,188
|
|
|
$
|
65,118
|
|
|
|
|
|
|
|
|
|
||||||||
1
excludes portion attributable to noncontrolling interest
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
BASIC
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,876,176
|
|
|
27,830,311
|
|
|
27,872,805
|
|
|
27,799,750
|
|
||||
FFO per common share
|
$
|
1.01
|
|
|
$
|
.71
|
|
|
$
|
2.57
|
|
|
$
|
2.20
|
|
Normalized FFO per common share
|
$
|
.94
|
|
|
$
|
.80
|
|
|
$
|
2.66
|
|
|
$
|
2.34
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,905,545
|
|
|
27,862,582
|
|
|
27,906,914
|
|
|
27,828,879
|
|
||||
FFO per common share
|
$
|
1.01
|
|
|
$
|
.71
|
|
|
$
|
2.57
|
|
|
$
|
2.20
|
|
Normalized FFO per common share
|
$
|
.94
|
|
|
$
|
.80
|
|
|
$
|
2.66
|
|
|
$
|
2.34
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income attributable to common stockholders
|
$
|
42,744
|
|
|
$
|
14,351
|
|
|
$
|
78,408
|
|
|
$
|
49,628
|
|
Elimination of certain non-cash items in net income:
|
|
|
|
|
|
|
|
||||||||
Depreciation in continuing operations
|
5,732
|
|
|
5,791
|
|
|
14,705
|
|
|
12,350
|
|
||||
Depreciation related to noncontrolling interest
|
(226
|
)
|
|
—
|
|
|
(401
|
)
|
|
—
|
|
||||
Depreciation in discontinued operations
|
—
|
|
|
101
|
|
|
—
|
|
|
303
|
|
||||
Net gain on sales of real estate
|
(19,370
|
)
|
|
—
|
|
|
(19,370
|
)
|
|
—
|
|
||||
Straight-line lease revenue, net
|
(1,713
|
)
|
|
(1,248
|
)
|
|
(4,408
|
)
|
|
(2,325
|
)
|
||||
Non-cash stock based compensation
|
253
|
|
|
244
|
|
|
2,086
|
|
|
1,924
|
|
||||
Funds available for distribution
|
$
|
27,420
|
|
|
$
|
19,239
|
|
|
$
|
71,020
|
|
|
$
|
61,880
|
|
Gains on sales of marketable securities
|
—
|
|
|
—
|
|
|
—
|
|
|
(30
|
)
|
||||
Loan costs expensed due to credit facility amendment
|
—
|
|
|
—
|
|
|
353
|
|
|
—
|
|
||||
Write-offs and expenses due to early lease termination
|
—
|
|
|
—
|
|
|
—
|
|
|
297
|
|
||||
Acquisition costs under business combination accounting
1
|
—
|
|
|
—
|
|
|
208
|
|
|
—
|
|
||||
Legal settlement
|
—
|
|
|
275
|
|
|
—
|
|
|
365
|
|
||||
Loan impairments and (recoveries), net
|
(2,061
|
)
|
|
2,300
|
|
|
1,976
|
|
|
2,300
|
|
||||
Other items
|
$
|
—
|
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
17
|
|
Normalized FAD
|
$
|
25,359
|
|
|
$
|
21,736
|
|
|
$
|
73,557
|
|
|
$
|
64,829
|
|
|
|
|
|
|
|
|
|
||||||||
1
excludes portion attributable to noncontrolling interest
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
BASIC
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,876,176
|
|
|
27,830,311
|
|
|
27,872,805
|
|
|
27,799,750
|
|
||||
FAD per common share
|
$
|
.98
|
|
|
$
|
.69
|
|
|
$
|
2.55
|
|
|
$
|
2.23
|
|
Normalized FAD per common share
|
$
|
.91
|
|
|
$
|
.78
|
|
|
$
|
2.64
|
|
|
$
|
2.33
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
27,905,545
|
|
|
27,862,582
|
|
|
27,906,914
|
|
|
27,828,879
|
|
||||
FAD per common share
|
$
|
.98
|
|
|
$
|
.69
|
|
|
$
|
2.54
|
|
|
$
|
2.22
|
|
Normalized FAD per common share
|
$
|
.91
|
|
|
$
|
.78
|
|
|
$
|
2.64
|
|
|
$
|
2.33
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
September 30,
|
|
September 30,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Net income
|
43,050
|
|
|
14,351
|
|
|
79,072
|
|
|
49,628
|
|
Interest expense
|
3,290
|
|
|
854
|
|
|
6,011
|
|
|
2,176
|
|
Franchise, excise and other taxes
|
80
|
|
|
271
|
|
|
316
|
|
|
626
|
|
Depreciation
|
5,732
|
|
|
5,892
|
|
|
14,705
|
|
|
12,653
|
|
EBITDA
|
52,152
|
|
|
21,368
|
|
|
100,104
|
|
|
65,083
|
|
Exhibit No.
|
Description
|
3.1
|
Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-11 Registration Statement No. 33-41863)
|
|
|
3.2
|
Amendment to Articles of Incorporation (incorporated by reference to Exhibit A to the Company's Definitive Proxy Statement filed March 23, 2009)
|
|
|
3.3
|
Restated Bylaws (incorporated by reference to Exhibit 3.3 to Form 10-K filed February 15, 2013)
|
|
|
10.1
|
Amendment No. 6 to the Company's Master Agreement to Lease with NHC
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
31.2
|
Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
32
|
Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
*101.INS
|
XBRL Instance Document
|
|
|
*101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
|
*101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
*101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
*101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
*101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
NATIONAL HEALTH INVESTORS, INC.
|
|
|
(Registrant)
|
|
||
|
||
Date:
|
November 4, 2013
|
/s/ J. Justin Hutchens
|
|
|
J. Justin Hutchens
|
|
|
President, Chief Executive Officer,
|
|
|
and Director
|
|
||
|
||
|
||
Date:
|
November 4, 2013
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
(i)
|
NHC HealthCare, Columbia
101 Walnut Lane Columbia, Tennessee 38401 |
(ii)
|
NHC HealthCare, Hillview
2710 Trotwood Avenue Columbia, Tennessee 38401 |
(iii)
|
NHC HealthCare, Knoxville
809 Emerald Avenue, N.E. Knoxville, Tennessee 37917 |
(iv)
|
NHC HealthCare, Springfield
608 Eighth Avenue East Springfield, Tennessee 37172 |
(v)
|
NHC HealthCare, Madisonville
419 N. Seminary Street Madisonville, Kentucky 42431 |
(vi)
|
NHC HealthCare, Rossville
1425 McFarland Avenue Rossville, Georgia 30741 |
1.
|
I have reviewed this Quarterly Report on Form 10-Q of the registrant, National Health Investors, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 4, 2013
|
/s/ J. Justin Hutchens
|
|
|
J. Justin Hutchens
|
|
|
President, Chief Executive Officer,
|
|
|
and Director
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of the registrant, National Health Investors, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions) :
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
|
November 4, 2013
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
(a)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(b)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
November 4, 2013
|
/s/ J. Justin Hutchens
|
|
|
J. Justin Hutchens
|
|
|
President, Chief Executive Officer,
|
|
|
and Director
|
|
||
|
||
|
||
Date:
|
November 4, 2013
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|