(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, 2015
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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,
2015 |
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December 31,
2014 |
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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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136,336
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$
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127,566
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Buildings and improvements
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1,939,943
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1,854,855
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Construction in progress
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12,343
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6,428
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2,088,622
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1,988,849
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Less accumulated depreciation
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(245,409
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)
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(212,300
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)
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Real estate properties, net
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1,843,213
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1,776,549
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Mortgage and other notes receivable, net
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117,828
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63,630
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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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14,197
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3,287
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Marketable securities
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35,148
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15,503
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Straight-line rent receivable
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53,646
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35,154
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Equity-method investment and other assets
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29,615
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50,705
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Assets held for sale, net
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1,346
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—
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Total Assets
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$
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2,133,125
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$
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1,982,960
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Liabilities and Equity:
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Debt
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$
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1,009,144
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$
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862,726
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Accounts payable and accrued expenses
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19,887
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15,718
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Dividends payable
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31,931
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28,864
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Lease deposit liabilities
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21,275
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21,648
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Real estate purchase liabilities
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3,750
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3,000
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Deferred income
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2,472
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1,071
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Total Liabilities
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1,088,459
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933,027
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Commitments and Contingencies
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National Health Investors Stockholders' Equity:
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Common stock, $.01 par value; 60,000,000 shares authorized;
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37,566,221 and 37,485,902 shares issued and outstanding, respectively
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376
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375
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Capital in excess of par value
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1,035,551
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1,033,896
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Cumulative dividends in excess of net income
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(1,898
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)
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(569
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)
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Accumulated other comprehensive income
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875
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6,223
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Total National Health Investors Stockholders' Equity
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1,034,904
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1,039,925
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Noncontrolling interest
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9,762
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10,008
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Total Equity
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1,044,666
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1,049,933
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Total Liabilities and Equity
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$
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2,133,125
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$
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1,982,960
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Three Months Ended
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Nine Months Ended
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September 30,
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September 30,
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2015
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2014
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2015
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2014
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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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54,459
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$
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41,669
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$
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159,624
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$
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123,335
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Interest income from mortgage and other notes
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2,507
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1,754
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7,149
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5,258
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Investment income and other
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1,316
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1,055
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3,573
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3,182
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58,282
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44,478
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170,346
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131,775
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Expenses:
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Depreciation
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13,485
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9,596
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39,502
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28,373
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Interest, including amortization of debt discount and issuance costs
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9,772
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7,005
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27,471
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20,720
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Legal
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117
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66
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295
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149
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Franchise, excise and other taxes
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114
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78
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352
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790
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General and administrative
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1,691
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2,164
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8,050
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6,948
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Loan recovery
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—
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—
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(491
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)
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—
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25,179
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18,909
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75,179
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56,980
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Income before equity-method investee and noncontrolling interest
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33,103
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25,569
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95,167
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74,795
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Income (loss) from equity-method investee
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(252
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)
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(53
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)
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(765
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)
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157
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Investment and other gains
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1,126
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—
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1,126
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—
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Net income
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33,977
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25,516
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95,528
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74,952
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Less: net income attributable to noncontrolling interest
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(377
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)
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(266
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)
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(1,062
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)
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(872
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)
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Net income attributable to common stockholders
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$
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33,600
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$
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25,250
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$
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94,466
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$
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74,080
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Weighted average common shares outstanding:
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Basic
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37,566,221
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33,055,992
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37,563,503
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33,053,386
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Diluted
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37,583,141
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33,088,570
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37,611,841
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33,087,029
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Earnings per common share:
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Net income attributable to common stockholders - basic
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$
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.89
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$
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.76
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$
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2.51
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$
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2.24
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Net income attributable to common stockholders - diluted
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$
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.89
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$
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.76
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$
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2.51
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$
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2.24
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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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2015
|
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2014
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2015
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2014
|
||||||||
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(unaudited)
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(unaudited)
|
||||||||||||
Net income
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$
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33,977
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$
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25,516
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$
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95,528
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$
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74,952
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Other comprehensive income:
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Change in unrealized gains (losses) on securities
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401
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|
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(716
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)
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(438
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)
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624
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Increase (decrease) in fair value of cash flow hedge
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(2,896
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)
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3,010
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(1,592
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)
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(126
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)
|
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Less: reclassification adjustment for amounts recognized in net income
|
(1,185
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)
|
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(1,209
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)
|
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(3,318
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)
|
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(2,927
|
)
|
||||
Total other comprehensive income (loss)
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(3,680
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)
|
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1,085
|
|
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(5,348
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)
|
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(2,429
|
)
|
||||
Comprehensive income
|
30,297
|
|
|
26,601
|
|
|
90,180
|
|
|
72,523
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|
||||
Less: comprehensive income attributable to noncontrolling interest
|
(377
|
)
|
|
(266
|
)
|
|
(1,062
|
)
|
|
(872
|
)
|
||||
Comprehensive income attributable to common stockholders
|
$
|
29,920
|
|
|
$
|
26,335
|
|
|
$
|
89,118
|
|
|
$
|
71,651
|
|
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Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(
unaudited
)
|
||||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
95,528
|
|
|
$
|
74,952
|
|
Adjustments to reconcile net income to net cash provided by
|
|
|
|
||||
operating activities:
|
|
|
|
||||
Depreciation
|
39,502
|
|
|
28,373
|
|
||
Amortization
|
2,589
|
|
|
1,816
|
|
||
Straight-line rental income
|
(18,492
|
)
|
|
(12,692
|
)
|
||
Gain on sale of real estate
|
(1,126
|
)
|
|
—
|
|
||
Gain on sale of marketable securities
|
(61
|
)
|
|
—
|
|
||
Write-off of debt issuance costs
|
—
|
|
|
2,145
|
|
||
Loan recovery
|
(491
|
)
|
|
—
|
|
||
Share-based compensation
|
1,930
|
|
|
1,796
|
|
||
Loss (income) from equity-method investee
|
765
|
|
|
(157
|
)
|
||
Change in operating assets and liabilities:
|
|
|
|
||||
Equity-method investment and other assets
|
(693
|
)
|
|
4
|
|
||
Accounts payable and accrued expenses
|
(56
|
)
|
|
(493
|
)
|
||
Deferred income
|
1,401
|
|
|
(2,529
|
)
|
||
Net cash provided by operating activities
|
120,796
|
|
|
93,215
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Investment in mortgage and other notes receivable
|
(73,092
|
)
|
|
(1,439
|
)
|
||
Collection of mortgage and other notes receivable
|
19,128
|
|
|
1,350
|
|
||
Investment in real estate
|
(104,066
|
)
|
|
(35,688
|
)
|
||
Investment in real estate development
|
(8,807
|
)
|
|
(6,022
|
)
|
||
Investment in renovations of existing real estate
|
(2,757
|
)
|
|
(3,078
|
)
|
||
Payment of real estate purchase liability
|
—
|
|
|
(1,600
|
)
|
||
Proceeds from disposition of real estate properties
|
9,593
|
|
|
—
|
|
||
Purchases of marketable securities
|
(2,495
|
)
|
|
—
|
|
||
Proceeds from sales of marketable securities
|
3,750
|
|
|
—
|
|
||
Net cash used in investing activities
|
(158,746
|
)
|
|
(46,477
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Net change in borrowings under revolving credit facilities
|
(157,000
|
)
|
|
(86,000
|
)
|
||
Proceeds from convertible senior notes
|
—
|
|
|
200,000
|
|
||
Proceeds from issuance of secured debt
|
78,084
|
|
|
38,007
|
|
||
Borrowings on term loans
|
225,000
|
|
|
130,000
|
|
||
Payments on term loans
|
(554
|
)
|
|
(250,815
|
)
|
||
Debt issuance costs
|
(2,362
|
)
|
|
(8,899
|
)
|
||
Equity offering costs
|
(275
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
1
|
|
|
—
|
|
||
Distributions to noncontrolling interest
|
(1,308
|
)
|
|
(1,589
|
)
|
||
Dividends paid to stockholders
|
(92,726
|
)
|
|
(75,195
|
)
|
||
Net cash provided by (used in) financing activities
|
48,860
|
|
|
(54,491
|
)
|
||
|
|
|
|
||||
Increase (decrease) in cash and cash equivalents
|
10,910
|
|
|
(7,753
|
)
|
||
Cash and cash equivalents, beginning of period
|
3,287
|
|
|
11,312
|
|
||
Cash and cash equivalents, end of period
|
$
|
14,197
|
|
|
$
|
3,559
|
|
|
Nine Months Ended
|
||||||
|
September 30,
|
||||||
|
2015
|
|
2014
|
||||
|
(unaudited)
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
||||
Interest paid, net of amounts capitalized
|
$
|
21,029
|
|
|
$
|
13,460
|
|
Supplemental disclosure of non-cash investing and financing activities:
|
|
|
|
||||
Tax deferred exchange funds applied to investment in real estate
|
$
|
—
|
|
|
$
|
23,813
|
|
Contingent consideration in asset acquisition
|
$
|
750
|
|
|
$
|
3,000
|
|
Accounts payable related to investments in real estate
|
$
|
686
|
|
|
$
|
2,623
|
|
Conversion of note balance into real estate investment
|
$
|
255
|
|
|
$
|
—
|
|
Transfer of lease escrow deposit to marketable securities
|
$
|
21,277
|
|
|
$
|
—
|
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
94,466
|
|
|
(5,348
|
)
|
|
89,118
|
|
|
1,062
|
|
|
90,180
|
|
|||||||
Distributions to noncontrolling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,308
|
)
|
|
(1,308
|
)
|
|||||||
Equity offering costs
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
—
|
|
|
(275
|
)
|
|
—
|
|
|
(275
|
)
|
|||||||
Shares issued on stock options exercised
|
80,319
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
1,930
|
|
|
—
|
|
|
—
|
|
|
1,930
|
|
|
—
|
|
|
1,930
|
|
|||||||
Dividends declared, $2.55 per common share
|
—
|
|
|
—
|
|
|
—
|
|
|
(95,795
|
)
|
|
—
|
|
|
(95,795
|
)
|
|
—
|
|
|
(95,795
|
)
|
|||||||
Balances at September 30, 2015
|
37,566,221
|
|
|
$
|
376
|
|
|
$
|
1,035,551
|
|
|
$
|
(1,898
|
)
|
|
$
|
875
|
|
|
$
|
1,034,904
|
|
|
$
|
9,762
|
|
|
$
|
1,044,666
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Current year
|
$
|
596
|
|
|
$
|
573
|
|
|
$
|
1,788
|
|
|
$
|
1,719
|
|
Prior year final certification
1
|
—
|
|
|
—
|
|
|
94
|
|
|
15
|
|
||||
Total percentage rent income
|
$
|
596
|
|
|
$
|
573
|
|
|
$
|
1,882
|
|
|
$
|
1,734
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||
|
2014
|
|
2014
|
||||
Revenue
|
$
|
54,335
|
|
|
$
|
161,342
|
|
Net income
|
$
|
30,067
|
|
|
$
|
88,667
|
|
Net income available to common stockholders
|
$
|
29,801
|
|
|
$
|
87,795
|
|
Earnings per common share - basic
|
$
|
0.79
|
|
|
$
|
2.34
|
|
Earnings per common share - diluted
|
$
|
0.79
|
|
|
$
|
2.34
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Equity-method investment in OpCo
|
$
|
8,659
|
|
|
$
|
9,424
|
|
Debt issuance costs
|
12,153
|
|
|
11,491
|
|
||
Accounts receivable and other assets
|
4,633
|
|
|
3,818
|
|
||
Reserves for replacement, insurance and tax escrows
|
4,170
|
|
|
4,324
|
|
||
Lease escrow deposits
|
—
|
|
|
21,648
|
|
||
|
$
|
29,615
|
|
|
$
|
50,705
|
|
|
September 30, 2015
|
|
December 31, 2014
|
||||||||||||
|
Amortized Cost
|
|
|
Fair Value
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
||||
Common stock of other healthcare REITs
|
$
|
4,088
|
|
|
$
|
15,065
|
|
|
$
|
4,088
|
|
|
$
|
15,503
|
|
Held-to-maturity securities
|
$
|
20,083
|
|
|
$
|
20,192
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Revolving credit facility - unsecured
|
$
|
217,000
|
|
|
$
|
374,000
|
|
Convertible senior notes - unsecured (net of discount of $6,141 and $6,963)
|
193,859
|
|
|
193,037
|
|
||
Bank term loans - unsecured
|
250,000
|
|
|
250,000
|
|
||
HUD mortgage loans (net of discount of $1,596 and $1,662)
|
45,201
|
|
|
45,689
|
|
||
Private placement term loans - unsecured
|
225,000
|
|
|
—
|
|
||
Fannie Mae term loans - secured, non-recourse
|
78,084
|
|
|
—
|
|
||
|
$
|
1,009,144
|
|
|
$
|
862,726
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Interest expense at contractual rates
|
$
|
9,000
|
|
|
$
|
6,426
|
|
|
$
|
25,223
|
|
|
$
|
17,126
|
|
Capitalized interest
|
(92
|
)
|
|
(156
|
)
|
|
(296
|
)
|
|
(367
|
)
|
||||
Amortization of debt issuance costs, debt discount and premium
|
864
|
|
|
735
|
|
|
2,544
|
|
|
1,816
|
|
||||
Debt issuance costs expensed due to credit facility modifications
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||||
Total interest expense
|
$
|
9,772
|
|
|
$
|
7,005
|
|
|
$
|
27,471
|
|
|
$
|
20,720
|
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.29%
|
|
1-month LIBOR
|
|
$
|
40,000
|
|
|
$
|
(787
|
)
|
June 2013
|
|
June 2020
|
|
3.86%
|
|
1-month LIBOR
|
|
$
|
80,000
|
|
|
$
|
(3,427
|
)
|
March 2014
|
|
June 2020
|
|
3.91%
|
|
1-month LIBOR
|
|
$
|
130,000
|
|
|
$
|
(5,888
|
)
|
|
Nine Months Ended
|
||||
|
September 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 canceled under 2012 Plan
|
(100,000
|
)
|
|
(15,000
|
)
|
Options exercised under 2005 Plan
|
(50,002
|
)
|
|
(26,670
|
)
|
Options outstanding, September 30,
|
770,012
|
|
|
875,004
|
|
|
|
|
|
||
Exercisable at September 30,
|
496,664
|
|
|
648,323
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income attributable to common stockholders
|
$
|
33,600
|
|
|
$
|
25,250
|
|
|
$
|
94,466
|
|
|
$
|
74,080
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37,566,221
|
|
|
33,055,992
|
|
|
37,563,503
|
|
|
33,053,386
|
|
||||
|
|
|
|
|
|
|
|
||||||||
DILUTED:
|
|
|
|
|
|
|
|
||||||||
Weighted average common shares outstanding
|
37,566,221
|
|
|
33,055,992
|
|
|
37,563,503
|
|
|
33,053,386
|
|
||||
Stock options
|
16,920
|
|
|
32,578
|
|
|
42,024
|
|
|
33,643
|
|
||||
Convertible subordinated debentures
|
—
|
|
|
—
|
|
|
6,314
|
|
|
—
|
|
||||
Average dilutive common shares outstanding
|
37,583,141
|
|
|
33,088,570
|
|
|
37,611,841
|
|
|
33,087,029
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income per common share - basic
|
$
|
.89
|
|
|
$
|
.76
|
|
|
$
|
2.51
|
|
|
$
|
2.24
|
|
Net income per common share - diluted
|
$
|
.89
|
|
|
$
|
.76
|
|
|
$
|
2.51
|
|
|
$
|
2.24
|
|
|
|
|
|
|
|
|
|
||||||||
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
|
107,993
|
|
|
24,659
|
|
|
42,052
|
|
|
26,734
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Regular dividends declared per common share
|
$
|
.85
|
|
|
$
|
.77
|
|
|
$
|
2.55
|
|
|
$
|
2.31
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurement
|
||||||
|
Balance Sheet Classification
|
|
September 30,
2015 |
|
December 31,
2014 |
||||
Level 1
|
|
|
|
|
|
||||
Common stock of other healthcare REITs
|
Marketable securities
|
|
$
|
15,065
|
|
|
$
|
15,503
|
|
Level 2
|
|
|
|
|
|
||||
Interest rate swap asset
|
Other assets
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest rate swap liability
|
Accrued expenses
|
|
$
|
10,102
|
|
|
$
|
5,193
|
|
Level 3
|
|
|
|
|
|
||||
Contingent consideration
|
Real estate purchase liabilities
|
|
$
|
3,750
|
|
|
$
|
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
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
750
|
|
|
$
|
3,750
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Contingent consideration
|
$
|
2,600
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,400
|
|
|
$
|
4,000
|
|
|
$
|
—
|
|
|
Carrying Amount
|
|
Fair Value Measurement
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Level 1
|
|
|
|
|
|
|
|
||||||||
Marketable securities, held to maturity
|
$
|
20,083
|
|
|
$
|
—
|
|
|
$
|
20,192
|
|
|
$
|
—
|
|
Level 2
|
|
|
|
|
|
|
|
||||||||
Variable rate debt
|
$
|
467,000
|
|
|
$
|
624,000
|
|
|
$
|
467,000
|
|
|
$
|
624,000
|
|
Fixed rate debt
|
$
|
542,144
|
|
|
$
|
238,726
|
|
|
$
|
559,648
|
|
|
$
|
254,150
|
|
|
|
|
|
|
|
|
|
||||||||
Level 3
|
|
|
|
|
|
|
|
||||||||
Mortgage and other notes receivable
|
$
|
117,828
|
|
|
$
|
63,630
|
|
|
$
|
125,759
|
|
|
$
|
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
|
67
|
|
|
3,257
|
|
|
$
|
32,076
|
|
|
19.2
|
%
|
|
$
|
482,450
|
|
|
|
Senior Living Campus
|
10
|
|
|
1,344
|
|
|
7,815
|
|
|
4.7
|
%
|
|
145,742
|
|
||
|
|
Total Senior Housing - Need-Driven
|
77
|
|
|
4,601
|
|
|
39,891
|
|
|
23.9
|
%
|
|
628,192
|
|
||
|
Senior Housing - Discretionary
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Independent Living
|
28
|
|
|
3,114
|
|
|
33,858
|
|
|
20.3
|
%
|
|
503,512
|
|
||
|
|
Entrance-Fee Communities
|
7
|
|
|
1,587
|
|
|
29,017
|
|
|
17.4
|
%
|
|
467,160
|
|
||
|
|
Total Senior Housing - Discretionary
|
35
|
|
|
4,701
|
|
|
62,875
|
|
|
37.7
|
%
|
|
970,672
|
|
||
|
|
Total Senior Housing
|
112
|
|
|
9,302
|
|
|
102,766
|
|
|
61.6
|
%
|
|
1,598,864
|
|
||
|
Medical Facilities
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Skilled Nursing Facilities
|
62
|
|
|
8,061
|
|
|
50,299
|
|
|
30.2
|
%
|
|
426,855
|
|
||
|
|
Hospitals
|
3
|
|
|
181
|
|
|
5,809
|
|
|
3.5
|
%
|
|
51,131
|
|
||
|
|
Medical Office Buildings
|
2
|
|
|
88,517
|
|
*
|
750
|
|
|
0.4
|
%
|
|
10,487
|
|
||
|
|
Total Medical Facilities
|
67
|
|
|
|
|
56,858
|
|
|
34.1
|
%
|
|
488,473
|
|
|||
|
|
Total Real Estate Properties
|
179
|
|
|
|
|
$
|
159,624
|
|
|
95.7
|
%
|
|
$
|
2,087,337
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Mortgage and Other Notes Receivable
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Senior Housing - Need-Driven
|
2
|
|
|
190
|
|
|
$
|
583
|
|
|
0.4
|
%
|
|
$
|
6,113
|
|
|
|
Senior Housing - Discretionary
|
1
|
|
|
400
|
|
|
2,181
|
|
|
1.3
|
%
|
|
67,071
|
|
|||
|
Medical Facilities
|
6
|
|
|
450
|
|
|
1,569
|
|
|
0.9
|
%
|
|
13,037
|
|
|||
|
Other Notes Receivable
|
—
|
|
|
—
|
|
|
2,816
|
|
|
1.7
|
%
|
|
31,607
|
|
|||
|
|
Total Mortgage and Other Notes Receivable
|
9
|
|
|
1,040
|
|
|
7,149
|
|
|
4.3
|
%
|
|
117,828
|
|
||
|
|
Total Portfolio
|
188
|
|
|
|
|
$
|
166,773
|
|
|
100.0
|
%
|
|
$
|
2,205,165
|
|
Portfolio Summary
|
Properties
|
|
|
Beds/Sq. Ft.*
|
|
|
Revenue
|
|
%
|
|
Investment
|
|||||||
|
Real Estate Properties
|
179
|
|
|
|
|
$
|
159,624
|
|
|
95.7
|
%
|
|
2,087,337
|
|
|||
|
Mortgage and Other Notes Receivable
|
9
|
|
|
|
|
7,149
|
|
|
4.3
|
%
|
|
117,828
|
|
||||
|
|
Total Portfolio
|
188
|
|
|
|
|
$
|
166,773
|
|
|
100.0
|
%
|
|
2,205,165
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Summary of Facilities by Type
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Senior Housing - Need-Driven
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Assisted Living
|
69
|
|
|
3,447
|
|
|
$
|
32,659
|
|
|
19.6
|
%
|
|
$
|
488,564
|
|
|
|
Senior Living Campus
|
10
|
|
|
1,344
|
|
|
7,815
|
|
|
4.7
|
%
|
|
145,742
|
|
||
|
|
Total Senior Housing - Need-Driven
|
79
|
|
|
4,791
|
|
|
40,474
|
|
|
24.3
|
%
|
|
634,306
|
|
||
|
Senior Housing - Discretionary
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Entrance-Fee Communities
|
8
|
|
|
1,987
|
|
|
31,198
|
|
|
18.7
|
%
|
|
534,231
|
|
||
|
|
Independent Living
|
28
|
|
|
3,114
|
|
|
33,858
|
|
|
20.3
|
%
|
|
503,512
|
|
||
|
|
Total Senior Housing - Discretionary
|
36
|
|
|
5,101
|
|
|
65,056
|
|
|
39.0
|
%
|
|
1,037,743
|
|
||
|
|
Total Senior Housing
|
115
|
|
|
9,892
|
|
|
105,530
|
|
|
63.3
|
%
|
|
1,672,049
|
|
||
|
Medical Facilities
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Skilled Nursing Facilities
|
68
|
|
|
8,511
|
|
|
51,294
|
|
|
30.8
|
%
|
|
439,893
|
|
||
|
|
Hospitals
|
3
|
|
|
181
|
|
|
6,383
|
|
|
3.8
|
%
|
|
51,131
|
|
||
|
|
Medical Office Buildings
|
2
|
|
|
88,517
|
|
*
|
750
|
|
|
0.4
|
%
|
|
10,486
|
|
||
|
|
Total Medical
|
73
|
|
|
|
|
|
58,427
|
|
|
35.0
|
%
|
|
501,510
|
|
||
|
Other
|
—
|
|
|
|
|
|
2,816
|
|
|
1.7
|
%
|
|
31,606
|
|
|||
|
|
Total Portfolio
|
188
|
|
|
|
|
$
|
166,773
|
|
|
100.0
|
%
|
|
2,205,165
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Portfolio by Operator Type
|
|
|
|
|
|
|
|
|
|
|||||||||
|
Public
|
53
|
|
|
|
|
$
|
34,617
|
|
|
20.76
|
%
|
|
$
|
258,976
|
|
||
|
National Chain (Privately-Owned)
|
27
|
|
|
|
|
37,173
|
|
|
22.29
|
%
|
|
498,811
|
|
||||
|
Regional
|
96
|
|
|
|
|
87,523
|
|
|
52.48
|
%
|
|
1,315,048
|
|
||||
|
Small
|
12
|
|
|
|
|
7,460
|
|
|
4.47
|
%
|
|
132,330
|
|
||||
|
|
Total Portfolio
|
188
|
|
|
|
|
|
$
|
166,773
|
|
|
100.00
|
%
|
|
2,205,165
|
|
•
|
Mr. Hutchens’ accrued bonus, no longer due, was reversed, resulting in a boost to earnings of $575,000 during the third quarter, when the reversal was recorded. For the year as a whole, no equivalent impact was achieved, as the reversal effected a cancellation of earlier accruals during the first and second quarters, with no net effect for the nine months.
|
•
|
Market-wide jitters in August and early September, triggered by concerns over China and expectations of a looming Federal Reserve benchmark federal funds rate hike, negatively impacted our share price and quoted interest rates on senior unsecured debt, making strategic refinancing temporarily inadvisable, further resulting in our continued carry of substantial portions of our debt within our lower-interest, floating-rate, revolving credit facility. Carrying debt subject to interest rate risk, but ultimately at lower rates than planned, contributed to NHI exceeding the upper limit of its AFFO guidance range.
|
•
|
By the end of August continuing through the first two weeks of September 2015, our share price had traded down by as much as 18% from its quarter-opening price. As a result, contemplated access to capital through a strategic issuance of common shares on our ATM equity program was put on indefinite hold.
|
|
Nine Months Ended September 30,
|
||||||||||
|
2015
|
|
%
|
|
2014
|
|
%
|
||||
Medical Facilities
|
$
|
58,427
|
|
|
35%
|
|
$
|
56,816
|
|
|
44%
|
Senior Housing - Need-Driven
|
40,474
|
|
|
24%
|
|
35,382
|
|
|
27%
|
||
Senior Housing - Discretionary
|
65,056
|
|
|
39%
|
|
33,842
|
|
|
27%
|
||
Other
|
2,816
|
|
|
2%
|
|
2,553
|
|
|
2%
|
||
|
$
|
166,773
|
|
|
100%
|
|
$
|
128,593
|
|
|
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
|
|
|
|
|
|
|
||
Chancellor Health Care - acquisition
|
|
1
|
|
SHO
|
|
$
|
6,675
|
|
Brook Retirement Communities - acquisition
|
|
1
|
|
SHO
|
|
$
|
6,000
|
|
Bickford Senior Living - new construction
|
|
5
|
|
SHO
|
|
$
|
55,000
|
|
Bickford Senior Living - acquisition
|
|
1
|
|
SHO
|
|
21,000
|
|
|
East Lake Capital Mgmt - acquisition
|
|
3
|
|
SHO
|
|
66,900
|
|
|
Note Investments
|
|
|
|
|
|
|
||
Life Care Services - refinancing and new construction
|
|
1
|
|
SHO
|
|
154,500
|
|
|
|
|
|
|
|
|
$
|
310,075
|
|
|
|
|
|
|
Rental Income
|
|
|
|
|||||||||
|
|
|
Investment
|
|
Nine Months Ended September 30,
|
|
|
Lease
|
|||||||||
|
Asset Class
|
|
Amount
|
|
2015
|
|
|
2014
|
|
|
Renewal
|
||||||
Holiday Retirement
|
ILF
|
|
$
|
471,051
|
|
|
$
|
32,863
|
|
21%
|
|
$
|
32,863
|
|
27%
|
|
2031
|
Senior Living Communities
|
EFC
|
|
476,000
|
|
|
29,566
|
|
19%
|
|
—
|
|
—%
|
|
2029
|
|||
National HealthCare Corporation
|
SNF
|
|
194,525
|
|
|
27,492
|
|
17%
|
|
27,337
|
|
22%
|
|
2026
|
|||
Bickford Senior Living
|
ALF
|
|
280,874
|
|
|
17,844
|
|
11%
|
|
15,789
|
|
13%
|
|
2019
|
|||
All others
|
Various
|
|
664,887
|
|
|
51,859
|
|
32%
|
|
47,346
|
|
38%
|
|
Various
|
|||
|
|
|
$
|
2,087,337
|
|
|
$
|
159,624
|
|
|
|
$
|
123,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Revenues
|
$
|
19,625
|
|
|
$
|
16,234
|
|
|
$
|
56,776
|
|
|
$
|
47,949
|
|
|
|
|
|
|
|
|
|
||||||||
Operating expenses, including management fees
|
13,508
|
|
|
10,777
|
|
|
39,043
|
|
|
31,530
|
|
||||
Lease expense, including straight-line rent
|
6,235
|
|
|
5,391
|
|
|
18,117
|
|
|
15,856
|
|
||||
Depreciation and amortization
|
179
|
|
|
128
|
|
|
516
|
|
|
378
|
|
||||
Net Income
|
$
|
(297
|
)
|
|
$
|
(62
|
)
|
|
$
|
(900
|
)
|
|
$
|
185
|
|
|
Three Months Ended
|
|
|
|
|
|||||||||
|
September 30,
|
|
Period Change
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rental income
|
|
|
|
|
|
|
|
|||||||
7 EFCs and 1 SLC leased to Senior Living Communities
|
$
|
7,750
|
|
|
$
|
—
|
|
|
$
|
7,750
|
|
|
NM
|
|
1 ALF and 2 SLCs leased to East Lake Capital Management
|
1,171
|
|
|
—
|
|
|
1,171
|
|
|
NM
|
|
|||
ALFs leased to RIDEA joint venture with Bickford
|
6,115
|
|
|
5,237
|
|
|
878
|
|
|
16.8
|
%
|
|||
ILFs leased to an affiliate of Holiday Retirement
|
8,338
|
|
|
7,979
|
|
|
359
|
|
|
4.5
|
%
|
|||
ALFs leased to Chancellor Health Care
|
864
|
|
|
687
|
|
|
177
|
|
|
25.8
|
%
|
|||
Other new and existing leases
|
24,037
|
|
|
23,563
|
|
|
474
|
|
|
2.0
|
%
|
|||
|
48,275
|
|
|
37,466
|
|
|
10,809
|
|
|
28.9
|
%
|
|||
Straight-line rent adjustments, new and existing leases
|
6,184
|
|
|
4,203
|
|
|
1,981
|
|
|
47.1
|
%
|
|||
Total Rental Income
|
54,459
|
|
|
41,669
|
|
|
12,790
|
|
|
30.7
|
%
|
|||
Interest income from mortgage and other notes
|
|
|
|
|
|
|
|
|||||||
Timber Ridge mortgage and construction loans
|
1,054
|
|
|
—
|
|
|
1,054
|
|
|
NM
|
|
|||
Senior Living Communities construction loan
|
123
|
|
|
—
|
|
|
123
|
|
|
NM
|
|
|||
Sante Mesa construction loan
|
—
|
|
|
303
|
|
|
(303
|
)
|
|
NM
|
|
|||
Other new and existing mortgages
|
1,330
|
|
|
1,451
|
|
|
(121
|
)
|
|
(8.3
|
)%
|
|||
Total Interest Income from Mortgage and Other Notes
|
2,507
|
|
|
1,754
|
|
|
753
|
|
|
42.9
|
%
|
|||
Investment income and other
|
1,316
|
|
|
1,055
|
|
|
261
|
|
|
24.7
|
%
|
|||
Total Revenue
|
58,282
|
|
|
44,478
|
|
|
13,804
|
|
|
31.0
|
%
|
|||
Expenses:
|
|
|
|
|
|
|
|
|||||||
Depreciation
|
|
|
|
|
|
|
|
|||||||
7 EFCs and 1 SLC leased to Senior Living Communities
|
3,132
|
|
|
—
|
|
|
3,132
|
|
|
NM
|
|
|||
1 ALF and 2 SLCs leased to East Lake Capital Management
|
444
|
|
|
—
|
|
|
444
|
|
|
NM
|
|
|||
ALFs leased to RIDEA joint venture with Bickford
|
1,956
|
|
|
1,656
|
|
|
300
|
|
|
18.1
|
%
|
|||
ALFs leased to Chancellor Health Care
|
260
|
|
|
208
|
|
|
52
|
|
|
25.0
|
%
|
|||
Other new and existing assets
|
7,693
|
|
|
7,732
|
|
|
(39
|
)
|
|
(0.5
|
)%
|
|||
Total Depreciation
|
13,485
|
|
|
9,596
|
|
|
3,889
|
|
|
40.5
|
%
|
|||
Interest expense and amortization of debt issuance costs and discounts
|
9,772
|
|
|
7,005
|
|
|
2,767
|
|
|
39.5
|
%
|
|||
Legal
|
117
|
|
|
66
|
|
|
51
|
|
|
77.3
|
%
|
|||
Franchise, excise and other taxes
|
114
|
|
|
78
|
|
|
36
|
|
|
46.2
|
%
|
|||
Payroll and related compensation expenses
|
478
|
|
|
1,341
|
|
|
(863
|
)
|
|
(64.4
|
)%
|
|||
Compliance, consulting and professional fees
|
384
|
|
|
207
|
|
|
177
|
|
|
85.5
|
%
|
|||
Non-cash compensation expense
|
233
|
|
|
223
|
|
|
10
|
|
|
4.5
|
%
|
|||
Other expenses
|
596
|
|
|
393
|
|
|
203
|
|
|
51.7
|
%
|
|||
|
25,179
|
|
|
18,909
|
|
|
6,270
|
|
|
33.2
|
%
|
|||
Income before equity-method investee and noncontrolling interest
|
33,103
|
|
|
25,569
|
|
|
7,534
|
|
|
29.5
|
%
|
|||
Income (loss) from equity-method investee
|
(252
|
)
|
|
(53
|
)
|
|
(199
|
)
|
|
375.5
|
%
|
|||
Investment and other gains
|
1,126
|
|
|
—
|
|
|
1,126
|
|
|
NM
|
|
|||
Net income
|
33,977
|
|
|
25,516
|
|
|
8,461
|
|
|
33.2
|
%
|
|||
Less: net income attributable to noncontrolling interest
|
(377
|
)
|
|
(266
|
)
|
|
(111
|
)
|
|
41.7
|
%
|
|||
Net income attributable to common stockholders
|
$
|
33,600
|
|
|
$
|
25,250
|
|
|
$
|
8,350
|
|
|
33.1
|
%
|
|
|
|
|
|
|
|
|
|||||||
NM - not meaningful
|
|
|
|
|
|
|
|
•
|
Rental income increased
$12,790,000
primarily as a result of completing real estate investments of
$598,738,000
since September 2014. The increase in rental income included a
$1,981,000
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
$753,000
primarily due to borrowings of
$67,071,000
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 as we continue to fund these loans to Timber Ridge on a monthly basis through the remainder of the current fiscal year and throughout 2016 up to a maximum commitment of $154,500,000. We estimate repayment of our construction loan of $94,500,000 to Timber Ridge during 2017. 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
$3,889,000
primarily due to new real estate investments completed since September 2014.
|
•
|
Interest expense, including amortization of debt issuance costs and discounts, increased
$2,767,000
primarily as a result of the timing and amount of new borrowings since September 30, 2014, and 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.
|
•
|
Payroll and related expenses decreased
$863,000
due primarily to the interim period offset of previously recorded executive compensation accruals reversed during the current quarter upon the departure of our former President and CEO.
|
•
|
The loss from equity method investee of $252,000 reflects pre-opening costs and operating losses of newly-developed properties in OpCo, which for accounting purposes we are required to expense.
|
•
|
On September 30, 2015, we sold for $9,593,000 properties with a carrying value of $8,467,000 and recognized a gain on the disposition of $1,126,000.
|
•
|
Rental income increased
$36,289,000
primarily as a result of completing real estate investments of
$598,738,000
since September 2014. The increase in rental income included a
$5,799,000
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
$1,891,000
primarily due to borrowings of
$67,071,000
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 as we continue to fund these loans to Timber Ridge on a monthly basis through the remainder of the current fiscal year and throughout 2016. We estimate repayment of our construction loan of $94,500,000 to Timber Ridge during 2017. 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
$11,129,000
compared to the prior year primarily due to new real estate investments completed since September 2014.
|
•
|
Interest expense, including amortization of debt issuance costs and discounts, increased
$8,896,000
primarily as a result of the timing and amount of new borrowings and 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
$438,000
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 decreased
$204,000
due primarily to the interim period offset of previously recorded executive compensation accruals reversed during the current quarter upon the departure of our former President and CEO which were partially offset by costs resulting from 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. The loan had previously been written off. We recorded receipt as a loan recovery.
|
•
|
The loss from equity method investee of $765,000 reflects pre-opening costs and operating losses of newly-developed properties in OpCo, which for accounting purposes we are required to expense.
|
•
|
On September 30, 2015, we sold for $9,593,000 two properties with a carrying value of $8,467,000 and recognized a gain on the disposition of $1,126,000.
|
|
Nine Months Ended September 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
|
120,796
|
|
|
93,215
|
|
|
27,581
|
|
|
29.6
|
%
|
|||
Net cash used in investing activities
|
(158,746
|
)
|
|
(46,477
|
)
|
|
(112,269
|
)
|
|
241.6
|
%
|
|||
Net cash provided by (used in) financing activities
|
48,860
|
|
|
(54,491
|
)
|
|
103,351
|
|
|
(189.7
|
)%
|
|||
Cash and cash equivalents at end of period
|
$
|
14,197
|
|
|
$
|
3,559
|
|
|
$
|
10,638
|
|
|
298.9
|
%
|
Date Entered
|
|
Maturity Date
|
|
Fixed Rate
|
|
Rate Index
|
|
Notional Amount
|
|
Fair Value
|
||||
May 2012
|
|
April 2019
|
|
3.29%
|
|
1-month LIBOR
|
|
$
|
40,000
|
|
|
$
|
(787
|
)
|
June 2013
|
|
June 2020
|
|
3.86%
|
|
1-month LIBOR
|
|
$
|
80,000
|
|
|
$
|
(3,427
|
)
|
March 2014
|
|
June 2020
|
|
3.91%
|
|
1-month LIBOR
|
|
$
|
130,000
|
|
|
$
|
(5,888
|
)
|
|
Total
|
|
Less than 1 year
|
|
1-3 years
|
|
3-5 years
|
|
More than 5 years
|
||||||||||
Debt, including interest
1
|
$
|
1,273,505
|
|
|
$
|
9,053
|
|
|
$
|
108,223
|
|
|
$
|
530,104
|
|
|
$
|
626,125
|
|
Real estate purchase liabilities
|
3,000
|
|
|
3,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Construction commitments
|
49,110
|
|
|
49,110
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Loan commitments
|
97,196
|
|
|
97,196
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
1,422,811
|
|
|
$
|
158,359
|
|
|
$
|
108,223
|
|
|
$
|
530,104
|
|
|
$
|
626,125
|
|
|
Asset Class
|
|
Type
|
|
Total
|
|
Funded
|
|
Remaining
|
||||||
Commitments:
|
|
|
|
|
|
|
|
|
|
||||||
Life Care Services
|
SHO
|
|
Construction Loan
|
|
$
|
154,500,000
|
|
|
$
|
(67,071,000
|
)
|
|
$
|
87,429,000
|
|
Bickford Senior Living
|
SHO
|
|
Construction
|
|
$
|
55,000,000
|
|
|
$
|
(8,498,000
|
)
|
|
$
|
46,502,000
|
|
Senior Living Communities
|
SHO
|
|
Revolving Credit
|
|
$
|
15,000,000
|
|
|
$
|
(5,321,000
|
)
|
|
$
|
9,679,000
|
|
Capital Funding Group
|
Mezz. Note
|
|
Revolving Credit
|
|
$
|
15,000,000
|
|
|
$
|
(15,000,000
|
)
|
|
$
|
—
|
|
Chancellor Health Care
|
SHO
|
|
Construction
|
|
$
|
8,683,000
|
|
|
$
|
(7,890,000
|
)
|
|
$
|
793,000
|
|
Kentucky River Medical Center
|
Hospital
|
|
Renovation
|
|
$
|
7,463,000
|
|
|
$
|
(7,463,000
|
)
|
|
$
|
—
|
|
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
|
|
$
|
1,430,000
|
|
|
$
|
(908,000
|
)
|
|
$
|
522,000
|
|
Bickford Senior Living
|
SHO
|
|
Renovation
|
|
$
|
620,000
|
|
|
$
|
(606,000
|
)
|
|
$
|
14,000
|
|
Sycamore Street (Bickford affiliate)
|
SHO
|
|
Revolving Credit
|
|
$
|
500,000
|
|
|
$
|
(412,000
|
)
|
|
$
|
88,000
|
|
East Lake Capital Management
|
SHO
|
|
Renovation
|
|
$
|
400,000
|
|
|
$
|
—
|
|
|
$
|
400,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
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
|
|
East Lake Capital Management
|
SHO
|
|
Seller Earnout
|
|
$
|
750,000
|
|
|
$
|
—
|
|
|
$
|
750,000
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||
Net income
|
$
|
33,977
|
|
|
$
|
25,516
|
|
|
$
|
95,528
|
|
|
$
|
74,952
|
|
Interest expense at contractual rates
|
9,000
|
|
|
6,426
|
|
|
25,223
|
|
|
17,126
|
|
||||
Franchise, excise and other taxes
|
114
|
|
|
78
|
|
|
352
|
|
|
790
|
|
||||
Depreciation
|
13,485
|
|
|
9,596
|
|
|
39,502
|
|
|
28,373
|
|
||||
Amortization of debt issuance costs and bond discount
|
864
|
|
|
735
|
|
|
2,544
|
|
|
1,816
|
|
||||
Net gain on sales of real estate
|
(1,126
|
)
|
|
—
|
|
|
(1,126
|
)
|
|
—
|
|
||||
Investment gains
|
(61
|
)
|
|
—
|
|
|
(61
|
)
|
|
—
|
|
||||
Debt issuance costs expensed due to credit facility modifications
|
—
|
|
|
—
|
|
|
—
|
|
|
2,145
|
|
||||
Recovery of previous write-down
|
—
|
|
|
—
|
|
|
(491
|
)
|
|
—
|
|
||||
Adjusted EBITDA
|
$
|
56,253
|
|
|
$
|
42,351
|
|
|
$
|
161,471
|
|
|
$
|
125,202
|
|
|
|
|
|
|
|
|
|
||||||||
Interest expense at contractual rates
|
$
|
9,000
|
|
|
$
|
6,426
|
|
|
$
|
25,223
|
|
|
$
|
17,126
|
|
Principal payments
|
186
|
|
|
255
|
|
|
555
|
|
|
782
|
|
||||
Fixed Charges
|
$
|
9,186
|
|
|
$
|
6,681
|
|
|
$
|
25,778
|
|
|
$
|
17,908
|
|
|
|
|
|
|
|
|
|
||||||||
Fixed Charge Coverage
|
6.1x
|
|
6.3x
|
|
6.3x
|
|
7.0x
|
|
|
NATIONAL HEALTH INVESTORS, INC.
|
|
|
(Registrant)
|
|
||
|
||
Date:
|
November 4, 2015
|
/s/ D. Eric Mendelsohn
|
|
|
D. Eric Mendelsohn
|
|
|
President and Chief Executive Officer,
|
|
|
|
|
||
|
||
|
||
Date:
|
November 4, 2015
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|
8.
|
Other Duties of The Executive During and After The Period of Employment
|
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, 2015
|
/s/ D. Eric Mendelsohn
|
|
|
D. Eric Mendelsohn
|
|
|
President and Chief Executive Officer
|
|
|
|
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, 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:
|
November 4, 2015
|
/s/ D. Eric Mendelsohn
|
|
|
D. Eric Mendelsohn
|
|
|
President and Chief Executive Officer,
|
|
|
|
|
||
|
||
|
||
Date:
|
November 4, 2015
|
/s/ Roger R. Hopkins
|
|
|
Roger R. Hopkins
|
|
|
Chief Accounting Officer
|
|
|
(Principal Financial Officer and Principal Accounting Officer)
|