(Mark One)
|
|
[ x ]
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the quarterly period ended June 30, 2015
|
|
|
|
[ ]
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
For the transition period from _____________ to _____________
|
Maryland
|
|
62-1470956
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
222 Robert Rose Drive, Murfreesboro, Tennessee
|
|
37129
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(615) 890-9100
|
(Registrant's telephone number, including area code)
|
Large accelerated filer [ x ]
|
|
Accelerated filer [ ]
|
Non-accelerated filer [ ]
|
|
Smaller reporting company [ ]
|
(Do not check if a smaller reporting company)
|
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
|
(unaudited)
|
|
|
||||
Assets:
|
|
|
|
||||
Real estate properties:
|
|
|
|
||||
Land
|
$
|
130,340
|
|
|
$
|
127,566
|
|
Buildings and improvements
|
1,843,519
|
|
|
1,854,855
|
|
||
Construction in progress
|
10,219
|
|
|
6,428
|
|
||
|
1,984,078
|
|
|
1,988,849
|
|
||
Less accumulated depreciation
|
(233,202
|
)
|
|
(212,300
|
)
|
||
Real estate properties, net
|
1,750,876
|
|
|
1,776,549
|
|
||
Mortgage and other notes receivable, net
|
99,681
|
|
|
63,630
|
|
||
Investment in preferred stock, at cost
|
38,132
|
|
|
38,132
|
|
||
Cash and cash equivalents
|
3,293
|
|
|
3,287
|
|
||
Marketable securities
|
14,664
|
|
|
15,503
|
|
||
Straight-line rent receivable
|
47,462
|
|
|
35,154
|
|
||
Equity-method investment and other assets
|
50,245
|
|
|
50,705
|
|
||
Assets held for sale, net of depreciation
|
8,467
|
|
|
—
|
|
||
Total Assets
|
$
|
2,012,820
|
|
|
$
|
1,982,960
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
||||
Debt
|
$
|
893,032
|
|
|
$
|
862,726
|
|
Accounts payable and accrued expenses
|
14,432
|
|
|
15,718
|
|
||
Dividends payable
|
31,931
|
|
|
28,864
|
|
||
Lease deposit liabilities
|
21,275
|
|
|
21,648
|
|
||
Real estate purchase liabilities
|
3,000
|
|
|
3,000
|
|
||
Deferred income
|
2,643
|
|
|
1,071
|
|
||
Total Liabilities
|
966,313
|
|
|
933,027
|
|
||
|
|
|
|
||||
Commitments and Contingencies
|
|
|
|
||||
|
|
|
|
||||
National Health Investors Stockholders' Equity:
|
|
|
|
||||
Common stock, $.01 par value; 60,000,000 shares authorized;
|
|
|
|
||||
37,566,221 and 37,485,902 shares issued and outstanding, respectively
|
376
|
|
|
375
|
|
||
Capital in excess of par value
|
1,035,318
|
|
|
1,033,896
|
|
||
Cumulative dividends in excess of net income
|
(3,566
|
)
|
|
(569
|
)
|
||
Accumulated other comprehensive income
|
4,555
|
|
|
6,223
|
|
||
Total National Health Investors Stockholders' Equity
|
1,036,683
|
|
|
1,039,925
|
|
||
Noncontrolling interest
|
9,824
|
|
|
10,008
|
|
||
Total Equity
|
1,046,507
|
|
|
1,049,933
|
|
||
Total Liabilities and Equity
|
$
|
2,012,820
|
|
|
$
|
1,982,960
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Revenues:
|
|
|
|
|
|
|
|
||||||||
Rental income
|
$
|
52,670
|
|
|
$
|
41,353
|
|
|
$
|
105,165
|
|
|
$
|
81,666
|
|
Interest income from mortgage and other notes
|
2,521
|
|
|
1,748
|
|
|
4,642
|
|
|
3,504
|
|
||||
Investment income and other
|
1,122
|
|
|
1,059
|
|
|
2,257
|
|
|
2,126
|
|
||||
|
56,313
|
|
|
44,160
|
|
|
112,064
|
|
|
87,296
|
|
||||
Expenses:
|
|
|
|
|
|
|
|
||||||||
Depreciation
|
13,004
|
|
|
9,540
|
|
|
26,017
|
|
|
18,777
|
|
||||
Interest, including amortization of debt discount and issuance costs
|
9,287
|
|
|
6,829
|
|
|
17,699
|
|
|
13,715
|
|
||||
Legal
|
75
|
|
|
10
|
|
|
179
|
|
|
83
|
|
||||
Franchise, excise and other taxes
|
104
|
|
|
406
|
|
|
238
|
|
|
712
|
|
||||
General and administrative
|
2,514
|
|
|
1,850
|
|
|
6,358
|
|
|
4,785
|
|
||||
Loan recovery
|
(491
|
)
|
|
—
|
|
|
(491
|
)
|
|
—
|
|
||||
|
24,493
|
|
|
18,635
|
|
|
50,000
|
|
|
38,072
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Income before equity-method investee and noncontrolling interest
|
31,820
|
|
|
25,525
|
|
|
62,064
|
|
|
49,224
|
|
||||
Income (loss) income from equity-method investee
|
(283
|
)
|
|
52
|
|
|
(513
|
)
|
|
210
|
|
||||
Net income
|
31,537
|
|
|
25,577
|
|
|
61,551
|
|
|
49,434
|
|
||||
Less: net income attributable to noncontrolling interest
|
(355
|
)
|
|
(283
|
)
|
|
(685
|
)
|
|
(606
|
)
|
||||
Net income attributable to common stockholders
|
$
|
31,182
|
|
|
$
|
25,294
|
|
|
$
|
60,866
|
|
|
$
|
48,828
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
||||||||
Basic
|
37,566,221
|
|
|
33,052,750
|
|
|
37,562,144
|
|
|
33,052,083
|
|
||||
Diluted
|
37,607,117
|
|
|
33,087,283
|
|
|
37,626,192
|
|
|
33,086,258
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per common share:
|
|
|
|
|
|
|
|
||||||||
Net income attributable to common stockholders - basic
|
$
|
.83
|
|
|
$
|
.77
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
Net income attributable to common stockholders - diluted
|
$
|
.83
|
|
|
$
|
.76
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
|
(unaudited)
|
|
(unaudited)
|
||||||||||||
Net income
|
$
|
31,537
|
|
|
$
|
25,577
|
|
|
$
|
61,551
|
|
|
$
|
49,434
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gains (losses) on securities
|
(1,723
|
)
|
|
553
|
|
|
(839
|
)
|
|
1,341
|
|
||||
Increase (decrease) in fair value of cash flow hedge
|
3,635
|
|
|
(2,079
|
)
|
|
1,305
|
|
|
(3,137
|
)
|
||||
Less: reclassification adjustment for amounts recognized in net income
|
(1,177
|
)
|
|
(1,190
|
)
|
|
(2,134
|
)
|
|
(1,718
|
)
|
||||
Total other comprehensive income (loss)
|
735
|
|
|
(2,716
|
)
|
|
(1,668
|
)
|
|
(3,514
|
)
|
||||
Comprehensive income
|
32,272
|
|
|
22,861
|
|
|
59,883
|
|
|
45,920
|
|
||||
Less: comprehensive income attributable to noncontrolling interest
|
(355
|
)
|
|
(283
|
)
|
|
(685
|
)
|
|
(606
|
)
|
||||
Comprehensive income attributable to common stockholders
|
$
|
31,917
|
|
|
$
|
22,578
|
|
|
$
|
59,198
|
|
|
$
|
45,314
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(
unaudited
)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
61,551
|
|
|
$
|
49,434
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
||||
operating activities:
|
|
|
|
||||
Depreciation
|
26,017
|
|
|
18,777
|
|
||
Amortization
|
1,709
|
|
|
1,081
|
|
||
Straight-line rental income
|
(12,308
|
)
|
|
(8,490
|
)
|
||
Write-off of debt issuance costs
|
—
|
|
|
2,145
|
|
||
Loan recovery
|
(491
|
)
|
|
—
|
|
||
Share-based compensation
|
1,697
|
|
|
1,573
|
|
||
(Income) loss from equity-method investee
|
513
|
|
|
(210
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Equity-method investment and other assets
|
740
|
|
|
(381
|
)
|
||
Accounts payable and accrued expenses
|
(1,004
|
)
|
|
177
|
|
||
Deferred income
|
1,572
|
|
|
(2,486
|
)
|
||
Net cash provided by operating activities
|
79,996
|
|
|
61,620
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investment in mortgage and other notes receivable
|
(52,580
|
)
|
|
(1,214
|
)
|
||
Collection of mortgage and other notes receivable
|
16,765
|
|
|
999
|
|
||
Investment in real estate
|
(3,261
|
)
|
|
(29,423
|
)
|
||
Investment in real estate development
|
(4,571
|
)
|
|
(3,320
|
)
|
||
Investment in renovations of existing real estate
|
(1,816
|
)
|
|
(2,076
|
)
|
||
Payment of real estate purchase liability
|
—
|
|
|
(1,600
|
)
|
||
Net cash used in investing activities
|
(45,463
|
)
|
|
(36,634
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under revolving credit facilities
|
(273,000
|
)
|
|
(51,000
|
)
|
||
Proceeds from convertible senior notes
|
—
|
|
|
200,000
|
|
||
Proceeds from issuance of secured debt
|
78,084
|
|
|
130,000
|
|
||
Borrowings on term loans
|
225,000
|
|
|
—
|
|
||
Payments on term loans
|
(368
|
)
|
|
(250,526
|
)
|
||
Debt issuance costs
|
(2,305
|
)
|
|
(7,007
|
)
|
||
Equity offering costs
|
(275
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
1
|
|
|
—
|
|
||
Distributions to noncontrolling interest
|
(869
|
)
|
|
(865
|
)
|
||
Dividends paid to stockholders
|
(60,795
|
)
|
|
(49,743
|
)
|
||
Net cash used in financing activities
|
(34,527
|
)
|
|
(29,141
|
)
|
||
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
6
|
|
|
(4,155
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,287
|
|
|
11,312
|
|
||
Cash and cash equivalents, end of period
|
$
|
3,293
|
|
|
$
|
7,157
|
|
|
Six Months Ended
|
||||||
|
June 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(unaudited)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
$
|
13,723
|
|
|
$
|
8,886
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Tax deferred exchange funds applied to investment in real estate
|
$
|
—
|
|
|
$
|
23,813
|
|
Conditional consideration in asset acquisition
|
$
|
—
|
|
|
$
|
3,000
|
|
Accounts payable related to investments in real estate
|
$
|
1,112
|
|
|
$
|
2,103
|
|
Conversion of note balance into real estate investment
|
$
|
255
|
|
|
$
|
—
|
|
|
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, 2014
|
37,485,902
|
|
|
$
|
375
|
|
|
$
|
1,033,896
|
|
|
$
|
(569
|
)
|
|
$
|
6,223
|
|
|
$
|
1,039,925
|
|
|
$
|
10,008
|
|
|
$
|
1,049,933
|
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
60,866
|
|
|
(1,668
|
)
|
|
59,198
|
|
|
685
|
|
|
59,883
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(869
|
)
|
|
(869
|
)
|
|||||||
Equity offering costs
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(275
|
)
|
|||||||
Shares issued on stock options exercised
|
80,319
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,697
|
|
|
—
|
|
|
—
|
|
|
1,697
|
|
|
—
|
|
|
1,697
|
|
|||||||
Dividends declared, $1.70 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(63,863
|
)
|
|
—
|
|
|
(63,863
|
)
|
|
—
|
|
|
(63,863
|
)
|
|||||||
Balances at June 30, 2015
|
37,566,221
|
|
|
$
|
376
|
|
|
$
|
1,035,318
|
|
|
$
|
(3,566
|
)
|
|
$
|
4,555
|
|
|
$
|
1,036,683
|
|
|
$
|
9,824
|
|
|
$
|
1,046,507
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Current year
|
$
|
596
|
|
|
$
|
573
|
|
|
$
|
1,192
|
|
|
$
|
1,139
|
|
Prior year final certification
1
|
—
|
|
|
—
|
|
|
94
|
|
|
15
|
|
||||
Total percentage rent income
|
$
|
596
|
|
|
$
|
573
|
|
|
$
|
1,286
|
|
|
$
|
1,154
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||
|
2014
|
|
2014
|
||||
Revenue
|
$
|
54,015
|
|
|
$
|
107,007
|
|
Net income
|
$
|
30,148
|
|
|
$
|
58,600
|
|
Net income available to common stockholders
|
$
|
29,865
|
|
|
$
|
57,994
|
|
Earnings per common share - basic
|
$
|
0.80
|
|
|
$
|
1.55
|
|
Earnings per common share - diluted
|
$
|
0.80
|
|
|
$
|
1.55
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Equity-method investment in OpCo
|
$
|
8,911
|
|
|
$
|
9,424
|
|
Debt issuance costs
|
12,677
|
|
|
11,491
|
|
||
Accounts receivable and other assets
|
2,907
|
|
|
3,818
|
|
||
Reserves for replacement, insurance and tax escrows
|
4,475
|
|
|
4,324
|
|
||
Lease escrow deposits
|
21,275
|
|
|
21,648
|
|
||
|
$
|
50,245
|
|
|
$
|
50,705
|
|
|
June 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
||||
Common stock of other healthcare REITs
|
$
|
4,088
|
|
|
$
|
14,664
|
|
|
$
|
4,088
|
|
|
$
|
15,503
|
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Revolving credit facility - unsecured
|
$
|
101,000
|
|
|
$
|
374,000
|
|
Convertible senior notes - unsecured (net of discount of $6,418)
|
193,582
|
|
|
193,037
|
|
||
Bank term loans - unsecured
|
250,000
|
|
|
250,000
|
|
||
HUD mortgage loans (net of discount of $1,618)
|
45,366
|
|
|
45,689
|
|
||
Private placement term loans - unsecured
|
225,000
|
|
|
—
|
|
||
Fannie Mae term loans - secured, non-recourse
|
78,084
|
|
|
—
|
|
||
|
$
|
893,032
|
|
|
$
|
862,726
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest expense at contractual rates
|
$
|
8,511
|
|
|
$
|
6,178
|
|
|
$
|
16,223
|
|
|
$
|
10,700
|
|
Capitalized interest
|
(84
|
)
|
|
(88
|
)
|
|
(204
|
)
|
|
(211
|
)
|
||||
Amortization of debt issuance costs and debt discount
|
860
|
|
|
739
|
|
|
1,680
|
|
|
1,081
|
|
||||
Debt issuance costs expensed due to credit facility modifications
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||||
Total interest expense
|
$
|
9,287
|
|
|
$
|
6,829
|
|
|
$
|
17,699
|
|
|
$
|
13,715
|
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.29%
|
|
1-month LIBOR
|
|
$
|
40,000
|
|
|
$
|
(339
|
)
|
June 2013
|
|
June 2020
|
|
3.86%
|
|
1-month LIBOR
|
|
$
|
80,000
|
|
|
$
|
(2,045
|
)
|
March 2014
|
|
June 2020
|
|
3.91%
|
|
1-month LIBOR
|
|
$
|
130,000
|
|
|
$
|
(3,637
|
)
|
|
Six Months Ended
|
||||
|
June 30,
|
||||
|
2015
|
|
2014
|
||
Options outstanding January 1,
|
871,671
|
|
|
516,674
|
|
Options granted under 2012 Plan
|
450,000
|
|
|
400,000
|
|
Options granted under 2005 Plan
|
20,000
|
|
|
—
|
|
Options exercised under 2012 Plan
|
(421,657
|
)
|
|
—
|
|
Options exercised under 2005 Plan
|
(50,002
|
)
|
|
(13,334
|
)
|
Options outstanding, June 30,
|
870,012
|
|
|
903,340
|
|
|
|
|
|
||
Exercisable at June 30,
|
596,664
|
|
|
676,659
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to common stockholders
|
$
|
31,182
|
|
|
$
|
25,294
|
|
|
$
|
60,866
|
|
|
$
|
48,828
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37,566,221
|
|
|
33,052,750
|
|
|
37,562,144
|
|
|
33,052,083
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DILUTED:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37,566,221
|
|
|
33,052,750
|
|
|
37,562,144
|
|
|
33,052,083
|
|
||||
Stock options
|
40,896
|
|
|
34,533
|
|
|
54,577
|
|
|
34,175
|
|
||||
Convertible subordinated debentures
|
—
|
|
|
—
|
|
|
9,471
|
|
|
—
|
|
||||
Average dilutive common shares outstanding
|
37,607,117
|
|
|
33,087,283
|
|
|
37,626,192
|
|
|
33,086,258
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic
|
$
|
.83
|
|
|
$
|
.77
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
Net income per common share - diluted
|
$
|
.83
|
|
|
$
|
.76
|
|
|
$
|
1.62
|
|
|
$
|
1.48
|
|
|
|
|
|
|
|
|
|
||||||||
Incremental shares excluded since anti-dilutive:
|
|
|
|
|
|
|
|
||||||||
Net share effect of stock options with an exercise price in excess of the average market price for our common shares
|
51,643
|
|
|
31,575
|
|
|
22,401
|
|
|
31,936
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Regular dividends declared per common share
|
$
|
.85
|
|
|
$
|
.77
|
|
|
$
|
1.70
|
|
|
$
|
1.54
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement
|
||||||
|
Balance Sheet Classification
|
|
June 30,
2015 |
|
December 31,
2014 |
||||
Level 1
|
|
|
|
|
|
||||
Common stock of other healthcare REITs
|
Marketable securities
|
|
$
|
14,664
|
|
|
$
|
15,503
|
|
|
|
|
|
|
|
||||
Level 2
|
|
|
|
|
|
||||
Interest rate swap asset
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap liability
|
Accrued expenses
|
|
6,021
|
|
|
$
|
5,193
|
|
|
|
|
|
|
|
|
||||
Level 3
|
|
|
|
|
|
||||
Contingent consideration
|
Real estate purchase liabilities
|
|
$
|
3,000
|
|
|
$
|
3,000
|
|
|
Fair Value Beginning of Period
|
|
|
Transfers Into Level 3
|
|
|
Realized Gains and (Losses)
|
|
|
Purchases, Issuances and Settlements, net
|
|
|
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
|
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
3,000
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,400
|
|
|
$
|
4,000
|
|
|
$
|
—
|
|
|
Carrying Amount
|
|
Fair Value Measurement
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Level 2
|
|
|
|
|
|
|
|
||||||||
Variable rate debt
|
$
|
351,000
|
|
|
$
|
624,000
|
|
|
$
|
351,000
|
|
|
$
|
624,000
|
|
Fixed rate debt
|
$
|
542,032
|
|
|
$
|
238,726
|
|
|
$
|
548,032
|
|
|
$
|
254,150
|
|
|
|
|
|
|
|
|
|
||||||||
Level 3
|
|
|
|
|
|
|
|
||||||||
Mortgage and other notes receivable
|
$
|
99,681
|
|
|
$
|
63,630
|
|
|
$
|
108,198
|
|
|
$
|
72,435
|
|
*
|
We depend on the operating success of our tenants and borrowers for collection of our lease and interest income;
|
*
|
We depend on the success of property development and construction activities, which may fail to achieve the operating results we expect;
|
*
|
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 would have on our tenants’ and borrowers’ business;
|
*
|
We are exposed to the risk that the cash flows of our tenants and borrowers would be adversely affected by increased liability claims and liability insurance costs;
|
*
|
We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous substances;
|
*
|
We are exposed to the risk that we may not be fully indemnified by our lessees and borrowers against future litigation;
|
*
|
We depend on the success of our future acquisitions and investments;
|
*
|
We depend on our 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 us;
|
*
|
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 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 a portion of our debt capital used to finance those investments bear interest at variable rates. This circumstance creates interest rate risk to the Company;
|
*
|
We are exposed to the risk that our assets may be subject to impairment charges;
|
*
|
We depend on the ability to continue to qualify for taxation 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
|
|
%
|
|
Investment
|
|||||||
|
Senior Housing - Need-Driven
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Assisted Living
|
63
|
|
|
3,024
|
|
|
$
|
20,906
|
|
|
19.0
|
%
|
|
$
|
430,991
|
|
|
|
Senior Living Campus
|
7
|
|
|
1,001
|
|
|
4,501
|
|
|
4.1
|
%
|
|
89,934
|
|
||
|
|
Total Senior Housing - Need-Driven
|
70
|
|
|
4,025
|
|
|
25,407
|
|
|
23.1
|
%
|
|
520,925
|
|
||
|
Senior Housing - Discretionary
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Independent Living
|
28
|
|
|
3,114
|
|
|
22,576
|
|
|
20.6
|
%
|
|
503,512
|
|
||
|
|
Entrance-Fee Communities
|
7
|
|
|
1,587
|
|
|
19,345
|
|
|
17.6
|
%
|
|
467,160
|
|
||
|
|
Total Senior Housing - Discretionary
|
35
|
|
|
4,701
|
|
|
41,921
|
|
|
38.2
|
%
|
|
970,672
|
|
||
|
|
Total Senior Housing
|
105
|
|
|
8,726
|
|
|
67,328
|
|
|
61.3
|
%
|
|
1,491,597
|
|
||
|
Medical Facilities
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Skilled Nursing Facilities
|
64
|
|
|
8,370
|
|
|
33,507
|
|
|
30.5
|
%
|
|
429,469
|
|
||
|
|
Hospitals
|
3
|
|
|
181
|
|
|
3,830
|
|
|
3.5
|
%
|
|
51,130
|
|
||
|
|
Medical Office Buildings
|
2
|
|
|
88,517
|
|
*
|
500
|
|
|
0.5
|
%
|
|
10,487
|
|
||
|
|
Total Medical Facilities
|
69
|
|
|
|
|
37,837
|
|
|
34.5
|
%
|
|
491,086
|
|
|||
|
|
Total Real Estate Properties
|
174
|
|
|
|
|
$
|
105,165
|
|
|
95.8
|
%
|
|
$
|
1,982,683
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage and Other Notes Receivable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Senior Housing - Need-Driven
|
2
|
|
|
190
|
|
|
$
|
408
|
|
|
0.4
|
%
|
|
$
|
6,126
|
|
|
|
Senior Housing - Discretionary
|
1
|
|
|
400
|
|
|
1,126
|
|
|
1.0
|
%
|
|
48,501
|
|
|||
|
Medical Facilities
|
6
|
|
|
450
|
|
|
1,269
|
|
|
1.2
|
%
|
|
13,135
|
|
|||
|
Other Notes Receivable
|
—
|
|
|
—
|
|
|
1,839
|
|
|
1.6
|
%
|
|
31,919
|
|
|||
|
|
Total Mortgage and Other Notes Receivable
|
9
|
|
|
1,040
|
|
|
4,642
|
|
|
4.2
|
%
|
|
99,681
|
|
||
|
|
Total Portfolio
|
183
|
|
|
|
|
$
|
109,807
|
|
|
100.0
|
%
|
|
$
|
2,082,364
|
|
Portfolio Summary
|
Properties
|
|
|
Beds/Sq. Ft.*
|
|
|
Revenue
|
|
%
|
|
Investment
|
|||||||
|
Real Estate Properties
|
174
|
|
|
|
|
$
|
105,165
|
|
|
95.8
|
%
|
|
1,982,683
|
|
|||
|
Mortgage and Other Notes Receivable
|
9
|
|
|
|
|
4,642
|
|
|
4.2
|
%
|
|
99,681
|
|
||||
|
|
Total Portfolio
|
183
|
|
|
|
|
$
|
109,807
|
|
|
100.0
|
%
|
|
2,082,364
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Summary of Facilities by Type
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Senior Housing - Need-Driven
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Assisted Living
|
65
|
|
|
3,214
|
|
|
$
|
21,314
|
|
|
19.4
|
%
|
|
$
|
437,117
|
|
|
|
Senior Living Campus
|
7
|
|
|
1,001
|
|
|
4,501
|
|
|
4.1
|
%
|
|
89,934
|
|
||
|
|
Total Senior Housing - Need-Driven
|
72
|
|
|
4,215
|
|
|
25,815
|
|
|
23.5
|
%
|
|
527,051
|
|
||
|
Senior Housing - Discretionary
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Entrance-Fee Communities
|
8
|
|
|
1,987
|
|
|
20,471
|
|
|
18.6
|
%
|
|
515,661
|
|
||
|
|
Independent Living
|
28
|
|
|
3,114
|
|
|
22,576
|
|
|
20.6
|
%
|
|
503,512
|
|
||
|
|
Total Senior Housing - Discretionary
|
36
|
|
|
5,101
|
|
|
43,047
|
|
|
39.2
|
%
|
|
1,019,173
|
|
||
|
|
Total Senior Housing
|
108
|
|
|
9,316
|
|
|
68,862
|
|
|
62.7
|
%
|
|
1,546,224
|
|
||
|
Medical Facilities
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Skilled Nursing Facilities
|
70
|
|
|
8,820
|
|
|
34,202
|
|
|
31.1
|
%
|
|
442,604
|
|
||
|
|
Hospitals
|
3
|
|
|
181
|
|
|
4,404
|
|
|
4.0
|
%
|
|
51,130
|
|
||
|
|
Medical Office Buildings
|
2
|
|
|
88,517
|
|
*
|
500
|
|
|
0.5
|
%
|
|
10,487
|
|
||
|
|
Total Medical
|
75
|
|
|
|
|
|
39,106
|
|
|
35.6
|
%
|
|
504,221
|
|
||
|
Other
|
—
|
|
|
|
|
|
1,839
|
|
|
1.7
|
%
|
|
31,919
|
|
|||
|
|
Total Portfolio
|
183
|
|
|
|
|
$
|
109,807
|
|
|
100.0
|
%
|
|
2,082,364
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Portfolio by Operator Type
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Public
|
53
|
|
|
|
|
$
|
23,078
|
|
|
21.0
|
%
|
|
$
|
258,976
|
|
||
|
National Chain (Privately-Owned)
|
29
|
|
|
|
|
24,792
|
|
|
22.6
|
%
|
|
498,811
|
|
||||
|
Regional
|
92
|
|
|
|
|
57,870
|
|
|
52.7
|
%
|
|
1,257,294
|
|
||||
|
Small
|
9
|
|
|
|
|
4,067
|
|
|
3.7
|
%
|
|
67,283
|
|
||||
|
|
Total Portfolio
|
183
|
|
|
|
|
|
$
|
109,807
|
|
|
100.0
|
%
|
|
2,082,364
|
|
|
Six Months Ended June 30,
|
||||||||
|
2015
|
|
%
|
|
2014
|
|
%
|
||
Medical Facilities
|
39,106
|
|
|
36%
|
|
37,588
|
|
|
44%
|
Senior Housing - Need-Driven
|
25,815
|
|
|
23%
|
|
23,310
|
|
|
27%
|
Senior Housing - Discretionary
|
43,047
|
|
|
39%
|
|
22,564
|
|
|
27%
|
Other
|
1,839
|
|
|
2%
|
|
1,708
|
|
|
2%
|
|
109,807
|
|
|
100%
|
|
85,170
|
|
|
100%
|
|
2015
1
|
|
2014
|
|
2013
|
|
2012
|
|
||||||||
Regular
|
$
|
3.40
|
|
|
$
|
3.08
|
|
|
$
|
2.90
|
|
|
$
|
2.64
|
|
|
Special
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.22
|
|
2
|
|
|
$
|
3.40
|
|
|
$
|
3.08
|
|
|
$
|
2.90
|
|
|
$
|
2.86
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Properties
|
|
Asset Class
|
|
Amount
|
||
Lease Investments
|
|
|
|
|
|
|
||
Bickford Senior Living - new construction
|
|
5
|
|
SHO
|
|
$
|
55,000
|
|
Bickford Senior Living - acquisition
|
|
1
|
|
SHO
|
|
21,000
|
|
|
East Lake - acquisition
|
|
3
|
|
SHO
|
|
66,900
|
|
|
Note Investments
|
|
|
|
|
|
|
||
Life Care Services - refinancing and new construction
|
|
1
|
|
SHO
|
|
154,500
|
|
|
|
|
|
|
|
|
$
|
297,400
|
|
|
|
|
|
|
Rental Income
|
|
|
|
|||||||||
|
|
|
Investment
|
|
Six Months Ended June 30,
|
|
|
Lease
|
|||||||||
|
Asset Class
|
|
Amount
|
|
2015
|
|
|
2014
|
|
|
Renewal
|
||||||
Holiday Retirement
|
ILF
|
|
$
|
471,051
|
|
|
$
|
21,908
|
|
21%
|
|
$
|
21,908
|
|
27%
|
|
2031
|
Senior Living Communities
|
EFC
|
|
476,000
|
|
|
19,711
|
|
19%
|
|
—
|
|
—%
|
|
2029
|
|||
National HealthCare Corporation
|
SNF
|
|
194,525
|
|
|
18,360
|
|
17%
|
|
18,227
|
|
22%
|
|
2026
|
|||
Bickford Senior Living
|
ALF
|
|
263,302
|
|
|
11,695
|
|
11%
|
|
10,465
|
|
13%
|
|
2019
|
|||
All others
|
Various
|
|
577,805
|
|
|
33,491
|
|
32%
|
|
31,066
|
|
38%
|
|
Various
|
|||
|
|
|
$
|
1,982,683
|
|
|
$
|
105,165
|
|
|
|
$
|
81,666
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
18,685
|
|
|
$
|
15,839
|
|
|
$
|
37,152
|
|
|
$
|
31,715
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including management fees
|
12,850
|
|
|
10,450
|
|
|
25,535
|
|
|
20,753
|
|
||||
Lease expense, including straight-line rent
|
6,003
|
|
|
5,202
|
|
|
11,883
|
|
|
10,465
|
|
||||
Depreciation and amortization
|
165
|
|
|
125
|
|
|
337
|
|
|
250
|
|
||||
Net Income
|
$
|
(333
|
)
|
|
$
|
62
|
|
|
$
|
(603
|
)
|
|
$
|
247
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
June 30,
|
|
Period Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
|
|
|
|
|
|
|
|||||||
7 EFCs and 1 SLC leased to Senior Living Communities
|
$
|
7,750
|
|
|
$
|
—
|
|
|
$
|
7,750
|
|
|
NM
|
|
ALFs leased to RIDEA joint venture with Bickford
|
5,789
|
|
|
5,089
|
|
|
700
|
|
|
13.8
|
%
|
|||
ILFs leased to an affiliate of Holiday Retirement
|
8,338
|
|
|
7,979
|
|
|
359
|
|
|
4.5
|
%
|
|||
ALFs leased to Chancellor Health Care
|
816
|
|
|
534
|
|
|
282
|
|
|
52.8
|
%
|
|||
Other new and existing leases
|
23,757
|
|
|
23,456
|
|
|
301
|
|
|
1.3
|
%
|
|||
|
46,450
|
|
|
37,058
|
|
|
9,392
|
|
|
25.3
|
%
|
|||
Straight-line rent adjustments, new and existing leases
|
6,220
|
|
|
4,295
|
|
|
1,925
|
|
|
44.8
|
%
|
|||
Total Rental Income
|
52,670
|
|
|
41,353
|
|
|
11,317
|
|
|
27.4
|
%
|
|||
Interest income from mortgage and other notes
|
|
|
|
|
|
|
|
|||||||
Timber Ridge
|
769
|
|
|
—
|
|
|
769
|
|
|
NM
|
|
|||
Other new and existing mortgages
|
1,752
|
|
|
1,748
|
|
|
4
|
|
|
0.2
|
%
|
|||
Total Interest Income from Mortgage and Other Notes
|
2,521
|
|
|
1,748
|
|
|
773
|
|
|
44.2
|
%
|
|||
Investment income and other
|
1,122
|
|
|
1,059
|
|
|
63
|
|
|
5.9
|
%
|
|||
Total Revenue
|
56,313
|
|
|
44,160
|
|
|
12,153
|
|
|
27.5
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Depreciation
|
|
|
|
|
|
|
|
|||||||
7 EFCs and 1 SLC leased to Senior Living Communities
|
3,132
|
|
|
—
|
|
|
3,132
|
|
|
NM
|
|
|||
ALFs leased to RIDEA joint venture with Bickford
|
1,852
|
|
|
1,649
|
|
|
203
|
|
|
12.3
|
%
|
|||
ALFs leased to Chancellor Health Care
|
243
|
|
|
157
|
|
|
86
|
|
|
54.8
|
%
|
|||
Other new and existing assets
|
7,777
|
|
|
7,734
|
|
|
43
|
|
|
0.6
|
%
|
|||
Total Depreciation
|
13,004
|
|
|
9,540
|
|
|
3,464
|
|
|
36.3
|
%
|
|||
Interest expense and amortization of debt issuance costs and discounts
|
9,287
|
|
|
6,829
|
|
|
2,458
|
|
|
36.0
|
%
|
|||
Legal
|
75
|
|
|
10
|
|
|
65
|
|
|
650.0
|
%
|
|||
Franchise, excise and other taxes
|
104
|
|
|
406
|
|
|
(302
|
)
|
|
(74.4
|
)%
|
|||
Payroll and related compensation expenses
|
1,206
|
|
|
949
|
|
|
257
|
|
|
27.1
|
%
|
|||
Compliance, consulting and professional fees
|
378
|
|
|
244
|
|
|
134
|
|
|
54.9
|
%
|
|||
Non-cash compensation expense
|
233
|
|
|
223
|
|
|
10
|
|
|
4.5
|
%
|
|||
Loan recovery
|
(491
|
)
|
|
—
|
|
|
(491
|
)
|
|
NM
|
|
|||
Other expenses
|
697
|
|
|
434
|
|
|
263
|
|
|
60.6
|
%
|
|||
|
24,493
|
|
|
18,635
|
|
|
5,858
|
|
|
31.4
|
%
|
|||
Income before equity-method investee and noncontrolling interest
|
31,820
|
|
|
25,525
|
|
|
6,295
|
|
|
24.7
|
%
|
|||
Income (loss) from equity-method investee
|
(283
|
)
|
|
52
|
|
|
(335
|
)
|
|
(644.2
|
)%
|
|||
Net income
|
31,537
|
|
|
25,577
|
|
|
5,960
|
|
|
23.3
|
%
|
|||
Less: net income attributable to noncontrolling interest
|
(355
|
)
|
|
(283
|
)
|
|
(72
|
)
|
|
25.4
|
%
|
|||
Net income attributable to common stockholders
|
$
|
31,182
|
|
|
$
|
25,294
|
|
|
$
|
5,888
|
|
|
23.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
NM - not meaningful
|
|
|
|
|
|
|
|
•
|
Rental income increased
$11,317,000
primarily as a result of completing real estate investments of $555,453,000 in 2014. The increase in rental income included a
$1,925,000
increase in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators. 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
$773,000
primarily due to construction draws of
$48,501,000
on our new loan commitment to the Timber Ridge entrance fee community as described in Investment Activity. We expect total interest income from our loan portfolio to increase in 2015 as we continue to fund these loans to Timber Ridge on a monthly basis through the remainder of the current fiscal year and into 2016. Interest income from our loan portfolio is subject to decrease due to normal maturities, scheduled principal amortization and early payoffs of individual loans.
|
•
|
Depreciation expense increased
$3,464,000
primarily due to new real estate investments completed during 2014.
|
•
|
Interest expense, including amortization of debt issuance costs and bond discount, increased
$2,458,000
primarily as a result of our strategic focus to refinance short-term borrowings on our revolving credit facility at variable interest rates with long-term debt at fixed rates. This strategy helps to mitigate the risk of rising interest rates and lock in the investment spread between our lease revenue and our cost of debt capital.
|
•
|
Franchise, excise and other taxes were
$302,000
lower than the same period in 2014 due to the resolution of specific state tax issues and the tax benefit associated with current losses in our taxable REIT subsidiary.
|
•
|
Payroll and related expenses increased
$257,000
due primarily to additions to our management team and corporate staff.
|
•
|
Consulting and professional fees increased primarily due to the volume of new investments and new financing arrangements. Marketing and promotion expenses increased as the Company continues to expand its awareness among potential new owners and operators in the asset classes in which it makes investments.
|
•
|
We received $491,000 as a secured creditor in the final settlement of a bankruptcy proceeding involving one of our former borrowers.
|
•
|
Rental income increased
$23,499,000
primarily as a result of completing real estate investments of $555,453,000 in 2014. The increase in rental income included a
$3,818,000
increase in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators. 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
$1,138,000
primarily due to construction draws of
$48,501,000
on our new loan commitment to the Timber Ridge entrance fee community as described in Investment Activity. We expect total interest income from our loan portfolio to increase in 2015 as we continue to fund these loans to Timber Ridge on a monthly basis through the remainder of the current fiscal year and into 2016. Interest income from our loan portfolio is subject to decrease due to normal maturities, scheduled principal amortization and early payoffs of individual loans.
|
•
|
Depreciation expense recognized in continuing operations increased
$7,240,000
compared to the prior year primarily due to new real estate investments during 2014.
|
•
|
Interest expense, including amortization of debt issuance costs and bond discount, increased
$6,129,000
primarily as a result of our strategic focus to refinance short-term borrowings on our revolving credit facility at variable interest rates with long-term debt at fixed rates. This strategy helps to mitigate the risk of rising interest rates and lock in the investment spread between our lease revenue and our cost of debt capital.
|
•
|
Franchise, excise and other taxes were
$474,000
lower than the same period in 2014 due to the resolution of specific state tax issues and the tax benefit associated with current losses in our taxable REIT subsidiary.
|
•
|
Payroll and related expenses increased
$658,000
due primarily to additions to our management team and corporate staff and employer taxes resulting from the exercise of employee stock options.
|
•
|
Consulting and professional fees increased primarily due to the volume of new investments and new financing arrangements. Marketing and promotion expenses increased as the Company continues to expand its awareness among potential new owners and operators in the asset classes in which it makes investments.
|
•
|
We received $491,000 as a secured creditor in the final settlement of a bankruptcy proceeding involving one of our former borrowers.
|
|
Six Months Ended June 30,
|
|
One Year Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Cash and cash equivalents at beginning of period
|
$
|
3,287
|
|
|
$
|
11,312
|
|
|
$
|
(8,025
|
)
|
|
(70.9
|
)%
|
Net cash provided by operating activities
|
79,996
|
|
|
61,620
|
|
|
18,376
|
|
|
29.8
|
%
|
|||
Net cash used in investing activities
|
(45,463
|
)
|
|
(36,634
|
)
|
|
(8,829
|
)
|
|
24.1
|
%
|
|||
Net cash used in financing activities
|
(34,527
|
)
|
|
(29,141
|
)
|
|
(5,386
|
)
|
|
18.5
|
%
|
|||
Cash and cash equivalents at end of period
|
$
|
3,293
|
|
|
$
|
7,157
|
|
|
$
|
(3,864
|
)
|
|
(54.0
|
)%
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.29%
|
|
1-month LIBOR
|
|
$
|
40,000
|
|
|
$
|
(339
|
)
|
June 2013
|
|
June 2020
|
|
3.86%
|
|
1-month LIBOR
|
|
$
|
80,000
|
|
|
$
|
(2,045
|
)
|
March 2014
|
|
June 2020
|
|
3.91%
|
|
1-month LIBOR
|
|
$
|
130,000
|
|
|
$
|
(3,637
|
)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt, including interest
1
|
$
|
1,158,427
|
|
|
$
|
17,328
|
|
|
$
|
103,733
|
|
|
$
|
411,241
|
|
|
$
|
626,125
|
|
Real estate purchase liabilities
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction commitments
|
53,898
|
|
|
53,898
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
115,479
|
|
|
115,479
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,330,804
|
|
|
$
|
189,705
|
|
|
$
|
103,733
|
|
|
$
|
411,241
|
|
|
$
|
626,125
|
|
|
Asset Class
|
|
Type
|
|
Total
|
|
Funded
|
|
Remaining
|
||||||
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||
Life Care Services
|
SHO
|
|
Construction Loan
|
|
$
|
154,500,000
|
|
|
$
|
(48,501,000
|
)
|
|
$
|
105,999,000
|
|
Bickford Senior Living
|
SHO
|
|
Construction
|
|
$
|
55,000,000
|
|
|
$
|
(4,328,000
|
)
|
|
$
|
50,672,000
|
|
Senior Living Communities
|
SHO
|
|
Revolving Credit
|
|
$
|
15,000,000
|
|
|
$
|
(5,647,000
|
)
|
|
$
|
9,353,000
|
|
Capital Funding Group
|
Mezz. Note
|
|
Revolving Credit
|
|
$
|
15,000,000
|
|
|
$
|
(15,000,000
|
)
|
|
$
|
—
|
|
Chancellor Health Care
|
SHO
|
|
Construction
|
|
$
|
8,650,000
|
|
|
$
|
(7,538,000
|
)
|
|
$
|
1,112,000
|
|
Kentucky River Medical Center
|
Hospital
|
|
Renovation
|
|
$
|
8,000,000
|
|
|
$
|
(7,461,000
|
)
|
|
$
|
539,000
|
|
Santé Partners
|
SHO
|
|
Renovation
|
|
$
|
3,500,000
|
|
|
$
|
(2,621,000
|
)
|
|
$
|
879,000
|
|
Prestige Senior Living
|
SHO
|
|
Renovation
|
|
$
|
2,000,000
|
|
|
$
|
(2,000,000
|
)
|
|
$
|
—
|
|
Holiday Retirement
|
SHO
|
|
Renovation
|
|
$
|
1,500,000
|
|
|
$
|
(1,500,000
|
)
|
|
$
|
—
|
|
Senior Living Management
|
SHO
|
|
Renovation
|
|
$
|
920,000
|
|
|
$
|
(224,000
|
)
|
|
$
|
696,000
|
|
Sycamore Street (Bickford affiliate)
|
SHO
|
|
Revolving Credit
|
|
$
|
500,000
|
|
|
$
|
(373,000
|
)
|
|
$
|
127,000
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Contingencies:
|
|
|
|
|
|
|
|
|
|
||||||
Prestige Senior Living
|
SHO
|
|
Lease Inducement
|
|
$
|
6,390,000
|
|
|
$
|
—
|
|
|
$
|
6,390,000
|
|
Sycamore Street (Bickford affiliate)
|
SHO
|
|
Letter-of-credit
|
|
$
|
3,550,000
|
|
|
$
|
—
|
|
|
$
|
3,550,000
|
|
Discovery Senior Living
|
SHO
|
|
Lease Inducement
|
|
$
|
2,500,000
|
|
|
$
|
—
|
|
|
$
|
2,500,000
|
|
Santé Partners
|
SHO
|
|
Lease Inducement
|
|
$
|
2,000,000
|
|
|
$
|
—
|
|
|
$
|
2,000,000
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
|
June 30,
|
|
June 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
31,537
|
|
|
$
|
25,577
|
|
|
$
|
61,551
|
|
|
$
|
49,434
|
|
Interest expense at contractual rates
|
8,511
|
|
|
6,178
|
|
|
16,223
|
|
|
10,700
|
|
||||
Franchise, excise and other taxes
|
104
|
|
|
406
|
|
|
238
|
|
|
712
|
|
||||
Depreciation
|
13,004
|
|
|
9,540
|
|
|
26,017
|
|
|
18,777
|
|
||||
Amortization of debt issuance costs and bond discount
|
860
|
|
|
739
|
|
|
1,680
|
|
|
1,081
|
|
||||
Debt issuance costs expensed due to credit facility modifications
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||||
Recovery of previous write-down
|
(491
|
)
|
|
—
|
|
|
(491
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
53,525
|
|
|
$
|
42,440
|
|
|
$
|
105,218
|
|
|
$
|
82,849
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense at contractual rates
|
$
|
8,511
|
|
|
$
|
6,178
|
|
|
$
|
16,223
|
|
|
$
|
10,700
|
|
Principal payments
|
185
|
|
|
251
|
|
|
368
|
|
|
526
|
|
||||
Fixed Charges
|
$
|
8,696
|
|
|
$
|
6,429
|
|
|
$
|
16,591
|
|
|
$
|
11,226
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charge Coverage
|
6.2x
|
|
6.6x
|
|
6.3x
|
|
7.4x
|
|
|
NATIONAL HEALTH INVESTORS, INC.
|
|
|
(Registrant)
|
|
||
|
||
Date:
|
August 5, 2015
|
/s/ J. Justin Hutchens
|
|
|
J. Justin Hutchens
|
|
|
President, Chief Executive Officer,
|
|
|
and Director
|
|
||
|
||
|
||
Date:
|
August 5, 2015
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
By:
|
NHI Propco, LLC, its Managing Member
|
By:
|
Sycamore Street, LLC, its Managing Member
|
Lender
|
Revolving Credit Commitment
|
Revolving Credit Applicable Percentage
|
Wells Fargo Bank, National Association
|
$55,000,000
|
0.100000000
|
Bank of America, N.A.
|
$105,000,000
|
0.190909091
|
JPMorgan Chase Bank, N.A.
|
$105,000,000
|
0.190909091
|
Bank of Montreal
|
$42,000,000
|
0.076363636
|
KeyBank National Association
|
$52,000,000
|
0.094545455
|
Capital One, National Association
|
$42,000,000
|
0.076363636
|
Regions Bank
|
$42,000,000
|
0.076363636
|
Goldman Sachs Bank USA
|
$50,000,000
|
0.090909091
|
Pinnacle Bank
|
$23,000,000
|
0.041818182
|
Royal Bank of Canada
|
$20,000,000
|
0.036363636
|
United Community Bank
|
$5,000,000
|
0.009090909
|
Stifel Bank & Trust
|
$2,000,000
|
0.003636364
|
UMB Bank, N.A.
|
$7,000,000
|
0.012727273
|
Total:
|
550, 000,000.00
|
100%
|
(b)
|
Section 10.2 of the Note Agreement is hereby amended by:
|
(i)
|
deleting “and” at the end of clause (g) thereof;
|
(ii)
|
inserting “and” at the end of clause (h) thereof; and
|
(iii)
|
adding a new clause (i) thereto to read in its entirety as follows:
|
(iii)
|
inserting a new subsection (i) as follows:
|
By:
|
National Health Investors, Inc., the sole
|
By:
|
NHI/REIT, Inc., the sole General Partner of each limited partnership
|
By:
|
Prudential Private Placement Investors, Inc.
|
By:
|
Prudential Investment Management Japan Co., Ltd., as Investment Manager
|
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:
|
August 5, 2015
|
/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:
|
August 5, 2015
|
/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 Issuer.
|
Date:
|
August 5, 2015
|
/s/ J. Justin Hutchens
|
|
|
J. Justin Hutchens
|
|
|
President, Chief Executive Officer,
|
|
|
and Director
|
|
||
|
||
|
||
Date:
|
August 5, 2015
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|