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EX-99.2 - SUPPLEMENTAL INFORMATION, PDF FORMAT - NATIONAL HEALTH INVESTORS INCa2014q2supplemental.pdf
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SUPPLEMENTAL INFORMATION
 
 
 
 
 
June 30, 2014




Table of Contents
 
 
 
 
 




 
 
 
 
 

This Supplemental Information and other materials we have filed or may file with the Securities and Exchange Commission, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitations, those containing words such as “may,” “will,” “believes,” anticipates,” “expects,” “intends,” “estimates,” “plans,” and other similar expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking. Such risks and uncertainties include, among other things, the following risks, which are described in more detail under the heading “Risk Factors” in Item 1A in our Form 10-K for the year ended December 31, 2013:

We depend on the operating success of our customers (facility operators) for collection of our revenues during this time of uncertain economic conditions in the U.S.;

We are exposed to the risk that our tenants and borrowers may not be able to meet the rent, principal and interest or other payments due us, which may result in an operator bankruptcy or insolvency, or that an operator might become subject to bankruptcy or insolvency proceedings for other reasons;

We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates will have on our tenants’ and borrowers’ business;

We are exposed to the risk that the cash flows of our tenants and borrowers will be adversely affected by increased liability claims and general and professional liability insurance costs;

We are exposed to risks related to environmental laws and the costs associated with the liability related to hazardous substances;

We are exposed to the risk that we may not be indemnified by our lessees and borrowers against future litigation;

We depend on the success of future acquisitions and investments;

We depend on the ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;

We may need to incur more debt in the future, which may not be available on terms acceptable to the Company;

We 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 our debt capital used to finance those investments is primarily 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 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.

In this Supplemental Information, we refer to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is included in this presentation.

Throughout this presentation, certain abbreviations and acronyms are used to simplify the format. A list of definitions is provided at the end of this presentation to clarify the meaning of any reference that may be ambiguous.

Unless otherwise noted, all amounts are unaudited and are as of or for the year to date period ended June 30th.



 
 
Selective Growth.
Shareholder Value.

 
 
 
 
 

NATIONAL HEALTH INVESTORS, INC. (NYSE: NHI), a Maryland corporation incorporated and publicly listed in 1991, is a healthcare real estate investment trust (REIT) specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI's investments include senior housing (independent living, assisted living & senior living campuses), skilled nursing facilities, medical office buildings, and hospitals.

HIGHLIGHTS
 
Geographic & asset class diversification
Consistent dividend growth since 2001
Low-leverage balance sheet
Cash flow growth from lease escalators
 
STRATEGY
 
Partner with top-tier operators
Prioritize direct referrals and existing customers
Continue focus on need-driven senior care
Prioritize toward AL and newer SNF campuses
Prioritize toward private pay and Medicare potential
Develop assisted living and memory care communities

GEOGRAPHIC DIVERSIFICATION
 
 
 
30 Partners
30 States
173 Properties
96

Senior Housing
71

Skilled Nursing
4

Hospital
2

Medical Office Building
 
 

Page 4


 
 
 
 
 
(in millions)

 
 
 
 
 

Performance
 
 
 
 
 
STABILIZED LEASE PORTFOLIO
EBITDARM Coverage1 
 
1 based on trailing twelve months; full portfolio coverage is 2.23x
(#) indicates the number of properties; excludes development, and lease-up properties; includes 27 stabilized Bickford RIDEA assets
 

Page 5


Financial
 
 
 
 
 
FINANCIAL HIGHLIGHTS

BICKFORD SENIOR LIVING
A Platform for Growth

Three months ended (in thousands)
 
 
Q2 '14
Q1 '14
Q4 '13
Q3 '13
Q2 '13
Properties
29

29

29

27

27

Units
1,355

1,355

1,355

1,239

1,239

Average occupied units
1,095

1,100

1,099

1,050

1,044

Average occupancy
80.8
%
81.2
%
81.1
%
84.7
%
84.2
%
Monthly RPU1
$
4,820

$
4,810

$
4,696

$
4,712

$
4,677

 
 
 
 
 
 
Revenues
$
15,839

$
15,876

$
15,480

$
14,838

$
14,641

Operating expenses
9,834

9,835

9,695

9,272

8,809

EBITDARM
$
6,005

$
6,041

$
5,785

$
5,566

$
5,832

 
 
 
 
 
 


Page 6


 
 
 
 
 

The Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Company transactions that are infrequent and non-recurring that generate additional taxable income have been distributed to shareholders in the form of special dividends. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statement purposes determined in accordance with US GAAP.

 
 
 
 
 

“NHI's long history of outperforming the market has returned significant value to our shareholders.”

Justin Hutchens, President & CEO
 

 
 
 
 
 

Justin Hutchens
President & CEO
 
Kristin S. Gaines
Chief Credit Officer
 
Mandi Hogan
National Director,
Marketing

Roger R. Hopkins
Chief Accounting
Officer
Kevin Pascoe
Senior VP,
Investments
Ron Reel
Controller
 

(615) 890-9100    -    investorrelations@nhireit.com

Page 7


Balance Sheets
 
 
 
 
 
(in thousands, except share amounts)

As of
June 30, 2014

 
June 30, 2013

Assets:
 
 
 
Real estate properties:
 
 
 
Land
$
93,950

 
$
65,674

Buildings and improvements
1,374,727

 
795,455

Construction in progress
13,973

 
9,954

 
1,482,650

 
871,083

Less accumulated depreciation
(193,018
)
 
(172,097
)
Real estate properties, net
1,289,632

 
698,986

Mortgage and other notes receivable, net
60,854

 
65,229

Investment in preferred stock, at cost
38,132

 
38,132

Cash and cash equivalents
7,157

 
36,469

Marketable securities
13,991

 
14,205

Straight-line rent receivable
27,181

 
15,065

Equity-method investment and other assets
46,180

 
17,537

Assets held for sale, net

 
1,611

Total Assets
$
1,483,127

 
$
887,234

 
 
 
 
Liabilities and Stockholders' Equity:
 
 
 
Debt
$
638,019

 
$
386,778

Real estate purchase liabilities
4,000

 
5,856

Accounts payable and accrued expenses
11,084

 
3,894

Dividends payable
25,452

 
20,489

Lease deposit liabilities
22,775

 

Deferred income
1,415

 
1,230

Total Liabilities
702,745

 
418,247

 
 
 
 
Commitments and Contingencies
 
 
 
 
 
 
 
National Health Investors Stockholders' Equity:
 
 
 
Common stock, $.01 par value; 60,000,000 and 40,000,000 shares authorized;
 
 
 
33,054,599 and 27,876,176 shares issued and outstanding, respectively
331

 
279

Capital in excess of par value
762,703

 
470,639

Cumulative net income in excess (deficit) of dividends
969

 
(22,695
)
Accumulated other comprehensive income
6,024

 
9,982

Total National Health Investors Stockholders' Equity
770,027

 
458,205

Noncontrolling interest
10,355

 
10,782

Total Equity
780,382

 
468,987

Total Liabilities and Stockholders' Equity
$
1,483,127

 
$
887,234



Page 8


(in thousands, except share and per share amounts)

Year to date as of
June 2014

 
December 2013

 
December 2012

Revenues:
 
 
 
 
 
Rental income
$
81,666

 
$
106,029

 
$
81,482

Interest income from mortgage and other notes
3,504

 
7,633

 
7,426

Investment income and other
2,126

 
4,166

 
4,409

 
87,296

 
117,828

 
93,317

Expenses:
 
 
 
 
 
Depreciation and amortization
18,777

 
20,101

 
14,772

Interest, including amortization of debt discount and issuance costs
13,715

 
9,229

 
3,492

Legal
83

 
784

 
766

Franchise, excise and other taxes
712

 
616

 
771

General and administrative
4,785

 
9,254

 
7,799

Loan impairments

 
1,976

 
(2,195
)
 
38,072

 
41,960

 
25,405

Income before equity-method investee, discontinued operations and noncontrolling interest
49,224

 
75,868

 
67,912

Income from equity-method investee
210

 
324

 
45

Investment and other gains

 
3,306

 
4,877

Income from continuing operations
49,434

 
79,498

 
72,834

Discontinued operations
 
 
 
 
 
Income from discontinued operations

 
5,426

 
6,098

Gain on sales of real estate

 
22,258

 
11,966

Income from discontinued operations

 
27,684

 
18,064

Net income
49,434

 
107,182

 
90,898

Net income attributable to noncontrolling interest
(606
)
 
(999
)
 
(167
)
Net income attributable to common stockholders
$
48,828

 
$
106,183

 
$
90,731

 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
Basic
33,052,083

 
28,362,398

 
27,811,813

Diluted
33,086,258

 
28,397,702

 
27,838,720

Earnings per common share:
 
 
 
 
 
Basic:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.48

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
1.48

 
$
3.74

 
$
3.26

Diluted:
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
1.48

 
$
2.77

 
$
2.61

Discontinued operations

 
.97

 
.65

Net income attributable to common stockholders
$
1.48

 
$
3.74

 
$
3.26

 
 
 
 
 
 
Regular dividends declared per common share
$
1.54

 
$
2.90

 
$
2.64



Page 9


(in thousands, except share and per share amounts)

Year to date as of
June 2014

 
December 2013

 
December 2012

Net income attributable to common stockholders
$
48,828

 
$
106,183

 
$
90,731

Elimination of certain non-cash items in net income:
 
 
 
 
 
Depreciation in continuing operations
18,777

 
20,101

 
14,772

Depreciation related to noncontrolling interest
(494
)
 
(634
)
 
(87
)
Depreciation in discontinued operations

 
557

 
2,209

Net gain on sales of real estate

 
(22,258
)
 
(11,966
)
Funds from operations
67,111

 
103,949

 
95,659

Investment gains

 
(3,256
)
 
(4,760
)
Debt issuance costs expensed due to credit facility modifications
2,145

 
416

 

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

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting

 
208

 

Legal settlement

 

 
365

Loan impairment

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Normalized FFO
69,256

 
103,293

 
90,058

Straight-line lease revenue, net
(8,490
)
 
(6,560
)
 
(4,627
)
Straight-line lease revenue, net, related to noncontrolling interest
34

 
55

 

Amortization of original issue discount
278

 

 

Amortization of debt issuance costs
854

 
706

 
320

Normalized AFFO
61,932

 
97,494

 
85,751

Non-cash stock based compensation
1,573

 
2,339

 
2,168

Normalized FAD
$
63,505

 
$
99,833

 
$
87,919

 
 
 
 
 
 
BASIC
 
 
 
 
 
Weighted average common shares outstanding
33,052,083

 
28,362,398

 
27,811,813

FFO per common share
$
2.03

 
$
3.67

 
$
3.44

Normalized FFO per common share
$
2.10

 
$
3.64

 
$
3.24

Normalized AFFO per common share
$
1.87

 
$
3.44

 
$
3.08

Normalized FAD per common share
$
1.92

 
$
3.52

 
$
3.16

 
 
 
 
 
 
DILUTED
 
 
 
 
 
Weighted average common shares outstanding
33,086,258

 
28,397,702

 
27,838,720

FFO per common share
$
2.03

 
$
3.66

 
$
3.44

Normalized FFO per common share
$
2.09

 
$
3.64

 
$
3.23

Normalized AFFO per common share
$
1.87

 
$
3.43

 
$
3.08

Normalized FAD per common share
$
1.92

 
$
3.52

 
$
3.16

 
 
 
 
 
 
Payout ratios:
 
 
 
 
 
Regular dividends per common share (YTD 2014 annualized1)
$
3.08

 
$
2.90

 
$
2.64

Normalized FFO payout ratio per diluted common share
73.7
%
 
79.7
%
 
81.7
%
Normalized AFFO payout ratio per diluted common share
82.4
%
 
84.5
%
 
85.7
%
Normalized FAD payout ratio per diluted common share
80.2
%
 
82.4
%
 
83.5
%

1 Through June 30, 2014, we declared dividends of $1.54 per common share.

NOTE: FFO and Normalized FFO per diluted common share for the six months ended June 30, 2013 differ by $.04 and $.04, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FAD per diluted common share for the six months ended June 30, 2013 differs by $.02, from the amount previously reported as a result of changes we made to our definition of FAD.

For the six months ended June 30, 2012, FFO and Normalized FFO per diluted common share differ by $.02 and $.02, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FAD per diluted common share for the six months ended June 30, 2012 also increased by $.01, from the amount previously reported as a result of changes we made to our definition of FAD.

See our Form 8-K dated May 5, 2014 which describes these revisions.

Page 10


(dollars in thousands)
Year to date as of
June 2014

 
December 2013

 
December 2012

 
 
 
 
 
 
Net income
$
49,434

 
$
107,182

 
$
90,898

Interest expense, includes amortization of debt discount and issuance costs
11,570

 
9,229

 
3,492

Franchise, excise and other taxes
712

 
616

 
771

Depreciation in continuing and discontinued operations
18,777

 
20,658

 
16,981

Net gain on sales of real estate

 
(22,258
)
 
(11,966
)
Investment gains

 
(3,256
)
 
(4,760
)
Debt issuance costs expensed due to credit facility modifications
2,145

 
416

 

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

 

 
963

Write-offs and expenses due to early lease termination

 

 
297

Acquisition costs under business combination accounting

 
208

 

Legal settlement

 

 
365

Loan impairment

 
1,976

 
(2,195
)
Other items, net

 

 
(271
)
Adjusted EBITDA
$
82,638

 
$
114,771

 
$
94,575

 
 
 
 
 
 
Interest expense
$
11,570

 
$
9,229

 
$
3,492

Principal payments
526

 
405

 

Fixed Charges
$
12,096

 
$
9,634

 
$
3,492

 
 
 
 
 
 
Fixed Charge Coverage Ratio
7:1

 
12:1

 
27:1



Debt Maturities
 
 
 
 
 
(in thousands)
    
 
2014
 
2015
 
2016
 
2017
 
Thereafter
Revolving credit facility - unsecured
$

 
$

 
$

 
$

 
$
116,000

Convertible senior notes - unsecured

 

 

 

 
200,000

Bank term loans - unsecured

 

 

 

 
250,000

Fannie Mae term loans - secured
530

 
77,268

 

 

 

 
$
530

 
$
77,268

 
$

 
$

 
$
566,000


Page 11


(dollars in thousands)
 
 
Properties
 
Units/ Sq. Ft.
 
YTD Revenue
Leases
 
 
 
 
 
 
Skilled Nursing1
64

 
8,370

 
$
32,050

 
Senior Housing
93

 
6,929

 
45,371

 
Hospitals
3

 
181

 
3,759

 
Medical Office Buildings
2

 
88,517

 
486

 
Total Leases
162

 
 
 
$
81,666

 
 
 
 
 
 
 
1 
Skilled Nursing
 
 
 
 
 
 
NHC facilities
39

 
5,404

 
$
18,227

 
All other facilities
25

 
2,966

 
13,823

 
 
64

 
8,370

 
$
32,050

 
 
 
 
 
 
 
Mortgages and Other Notes Receivable
 
 
 
 
 
 
Skilled Nursing
7

 
594

 
$
696

 
Senior Housing
3

 
386

 
533

 
Hospital
1

 
70

 
597

 
Other Notes Receivable

 

 
1,678

 
Total Mortgages
11

 
1,050

 
$
3,504



LEASE MATURITIES
(annualized 2014 cash rent; in thousands)


TENANT PURCHASE OPTIONS
(% of annualized 2014 cash rent)
Property Type
 
Option Open Date
 
 
 
2014
 
2015
 
2016
 
2017
 
2018
 
2019
 
2020
 
2021
 
2022
 
2023
 
2024
 
2025
 
Thereafter
SHO
 

 
 

 
 

 
 
3.3
%
 
 

 
 
 

 

SNF
 

 
 
4.1
%
 
 
4.0
%
 
 

 
 

 
 
 
2.3
%
 
0.3
%
HOSP
 

 
 

 
 
1.4
%
 
 
1.1
%
 
 
2.1
%
 
 
 

 

MOB
 
0.4
%
 
 

 
 

 
 

 
 

 
 
 

 

 
 
0.4
%
 
 
4.1
%
 
 
5.4
%
 
 
4.4
%
 
 
2.1
%
 
 
 
2.3
%
 
0.3
%

Page 12


The term Annualized Revenue refers to the amount of revenue that our portfolio would generate if all leases and mortgages were in effect for the twelve-month calendar year, regardless of the commencement date, maturity date, or renewals. Therefore, annualized revenue is used for financial analysis purposes, and is not indicative of actual or expected results.

Adjusted EBITDA & EBITDARM
We consider Adjusted EBITDA to be an important supplemental measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization, including amounts in discontinued operations, excluding real estate asset impairments and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies.

EBITDARM is earnings before interest, taxes, depreciation, amortization, rent and management fees.

SHO - Senior housing                 HOSP - Hospital
MOB - Medical office building            SNF -Skilled nursing facility

The term Fixed Charges refers to interest expense and debt principal.

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

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

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

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

Page 13



is useful to our investors as it reflects the growth inherent in our contractual lease payments without the distortion caused by non-cash amortization.

We believe that normalized FAD is an important supplemental measure of operating performance for a REIT, also providing a useful indicator of the ability to distribute dividends to shareholders.

A newly acquired triple-net lease property is generally considered stabilized upon lease-up (typically when senior-care residents occupy at least 80% of the total number of certified units). Newly completed developments, including redevelopments, are considered stabilized upon lease-up, as described above.

The term Total Return refers to the total return an investor would have realized on an annual basis over a certain period assuming that all dividends are reinvested on the dividend payment date.

Our joint ventures are designed to be compliant with the provisions of the REIT Diversification and Empowerment Act of 2007, or RIDEA.

The term WACY refers to Weighted Average Cash Yield, which is the anticipated rate of return upon initial investment excluding the impact of any discounts received or premiums paid.