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EXCEL - IDEA: XBRL DOCUMENT - NATIONAL HEALTH INVESTORS INCFinancial_Report.xls
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER - NATIONAL HEALTH INVESTORS INCnhi-6302014x10qex311.htm
EX-31.2 - CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER - NATIONAL HEALTH INVESTORS INCnhi-6302014x10qex312.htm
EX-3.3 - AMENDMENT TO ARTICLES OF INCORPORATION - NATIONAL HEALTH INVESTORS INCnhi-6302014x10qex33.htm
EX-32 - CERTIFICATION OF CEO AND PFO AND PAO - NATIONAL HEALTH INVESTORS INCnhi-6302014x10qex32.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q
(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, 2014
 
 
[ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
For the transition period from _____________ to _____________

Commission File Number 001-10822
National Health Investors, Inc.
(Exact name of registrant as specified in its charter)
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)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [ x ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes [ x ] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer          [ x ]
 
Accelerated filer                      [ ]
Non-accelerated filer            [ ]
 
Smaller reporting company     [ ]
(Do not check if a smaller reporting company)
 
 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]

There were 33,054,599 shares of common stock outstanding of the registrant as of July 31, 2014.



Table of Contents



2


PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share amounts)

 
June 30,
2014
 
December 31,
2013
 
(unaudited)
 
 
Assets:
 
 
 
Real estate properties:
 
 
 
Land
$
93,950

 
$
91,770

Buildings and improvements
1,374,727

 
1,320,567

Construction in progress
13,973

 
9,665

 
1,482,650

 
1,422,002

Less accumulated depreciation
(193,018
)
 
(174,262
)
Real estate properties, net
1,289,632

 
1,247,740

Mortgage and other notes receivable, net
60,854

 
60,639

Investment in preferred stock, at cost
38,132

 
38,132

Cash and cash equivalents
7,157

 
11,312

Marketable securities
13,991

 
12,650

Straight-line rent receivable
27,181

 
18,691

Equity-method investment and other assets
46,180

 
66,656

Total Assets
$
1,483,127

 
$
1,455,820

 
 
 
 
Liabilities and Equity:
 
 
 
Debt
$
638,019

 
$
617,080

Real estate purchase liabilities
4,000

 
2,600

Accounts payable and accrued expenses
11,084

 
8,011

Dividends payable
25,452

 
24,293

Lease deposit liabilities
22,775

 
22,775

Deferred income
1,415

 
3,901

Total Liabilities
702,745

 
678,660

 
 
 
 
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 33,051,176 shares issued and outstanding, respectively
331

 
330

Capital in excess of par value
762,703

 
753,635

Cumulative dividends in excess of net income
969

 
3,043

Accumulated other comprehensive income
6,024

 
9,538

Total National Health Investors Stockholders' Equity
770,027

 
766,546

Noncontrolling interest
10,355

 
10,614

Total Equity
780,382

 
777,160

Total Liabilities and Equity
$
1,483,127

 
$
1,455,820


The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. The Condensed Consolidated Balance Sheet at December 31, 2013 was derived from the audited consolidated financial statements at that date.

3


NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(unaudited)
 
(unaudited)
Revenues:
 
 
 
 
 
 
 
Rental income
$
41,353

 
$
24,067

 
$
81,666

 
$
48,172

Interest income from mortgage and other notes
1,748

 
1,972

 
3,504

 
3,941

Investment income and other
1,059

 
1,063

 
2,126

 
2,115

 
44,160

 
27,102

 
87,296

 
54,228

Expenses:
 
 
 
 
 
 
 
Depreciation
9,540

 
4,391

 
18,777

 
8,639

Interest, including amortization of debt discount and issuance costs
6,829

 
1,597

 
13,715

 
2,721

Legal
10

 
290

 
83

 
566

Franchise, excise and other taxes
406

 
93

 
712

 
237

General and administrative
1,850

 
2,325

 
4,785

 
5,414

Loan and realty losses

 

 

 
4,037

 
18,635

 
8,696

 
38,072

 
21,614

 
 
 
 
 
 
 
 
Income before equity-method investee, discontinued operations and noncontrolling interest
25,525

 
18,406

 
49,224

 
32,614

Income from equity-method investee
52

 
70

 
210

 
91

Income from continuing operations
25,577

 
18,476

 
49,434

 
32,705

Income from discontinued operations

 
1,622

 

 
3,316

Net income
25,577

 
20,098

 
49,434

 
36,021

Less: net income attributable to noncontrolling interest
(283
)
 
(178
)
 
(606
)
 
(358
)
Net income attributable to common stockholders
$
25,294

 
$
19,920

 
$
48,828

 
$
35,663

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
33,052,750

 
27,876,176

 
33,052,083

 
27,871,120

Diluted
33,087,283

 
27,913,727

 
33,086,258

 
27,907,600

Earnings per common share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
.77

 
$
.66

 
$
1.48

 
$
1.16

Discontinued operations

 
.05

 

 
.12

Net income per common share attributable to common stockholders
$
.77

 
$
.71

 
$
1.48

 
$
1.28

Diluted:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
.76

 
$
.66

 
$
1.48

 
$
1.15

Discontinued operations

 
.05

 

 
.12

Net income per common share attributable to common stockholders
$
.76

 
$
.71

 
$
1.48

 
$
1.27



The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

4


NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)

 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
 
(unaudited)
 
(unaudited)
Net income
$
25,577

 
$
20,098

 
$
49,434

 
$
36,021

Other comprehensive income:
 
 
 
 
 
 
 
Change in unrealized gains (losses) on securities
553

 
(641
)
 
1,341

 
1,320

Increase (decrease) in fair value of cash flow hedge
(2,079
)
 
974

 
(3,137
)
 
1,373

Less: reclassification adjustment for amounts recognized in net income
(1,190
)
 
(137
)
 
(1,718
)
 
(266
)
Total other comprehensive income (loss)
(2,716
)
 
196

 
(3,514
)
 
2,427

Comprehensive income
22,861

 
20,294

 
45,920

 
38,448

Less: comprehensive income attributable to noncontrolling interest
(283
)
 
(178
)
 
(606
)
 
(358
)
Comprehensive income attributable to common stockholders
$
22,578

 
$
20,116

 
$
45,314

 
$
38,090



The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

5


NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 
Six Months Ended
 
June 30,
 
2014
 
2013
 
(unaudited)
Cash flows from operating activities:
 
 
 
Net income
$
49,434

 
$
36,021

Adjustments to reconcile net income to net cash provided by
 
 
 
operating activities:
 
 
 
Depreciation
18,777

 
8,973

Amortization
1,081

 
506

Straight-line rental income
(8,490
)
 
(2,695
)
Write-off of debt issuance costs
2,145

 
353

Loan and realty losses

 
4,037

Share-based compensation
1,573

 
1,833

Income from equity-method investee
(210
)
 
(91
)
Change in operating assets and liabilities:
 
 
 
Equity-method investment and other assets
(381
)
 
(1,234
)
Accounts payable and accrued expenses
177

 
326

Deferred income
(2,486
)
 
(104
)
Net cash provided by operating activities
61,620

 
47,925

Cash flows from investing activities:
 
 
 
Investment in mortgage and other notes receivable
(1,214
)
 
(500
)
Collection of mortgage and other notes receivable
999

 
15,484

Investment in real estate
(29,423
)
 
(83,179
)
Investment in real estate development
(3,320
)
 
(3,905
)
Investment in renovations of existing real estate
(2,076
)
 
(3,336
)
Payment of earnest money deposit

 
(2,500
)
Payment of real estate purchase liability
(1,600
)
 

Net cash used in investing activities
(36,634
)
 
(77,936
)
Cash flows from financing activities:
 
 
 
Net change in borrowings under revolving credit facilities
(51,000
)
 
103,000

Proceeds from convertible senior notes
200,000

 

Borrowings on term loan
130,000

 
80,000

Payments on term loans
(250,526
)
 
(80,000
)
Debt issuance costs
(7,007
)
 
(1,231
)
Proceeds from exercise of stock options

 
146

Distributions to noncontrolling interest
(865
)
 
(441
)
Dividends paid to stockholders
(49,743
)
 
(44,166
)
Net cash (used in) provided by financing activities
(29,141
)
 
57,308

 
 
 
 
(Decrease) increase in cash and cash equivalents
(4,155
)
 
27,297

Cash and cash equivalents, beginning of period
11,312

 
9,172

Cash and cash equivalents, end of period
$
7,157

 
$
36,469


The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

6


NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)
(in thousands)

 
Six Months Ended
 
June 30,
 
2014
 
2013
 
(unaudited)
Supplemental disclosure of cash flow information:
 
 
 
Interest paid
$
8,886

 
$
2,201

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

 
$
1,600

Accounts payable related to investments in real estate
$
2,103

 
$

Assumption of debt in real estate acquisition
$

 
$
80,528

Increase (decrease) in fair value of cash flow hedge
$
(3,137
)
 
$
1,373

Assignment of net assets in equity-method investee
$

 
$
817



The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

7


NATIONAL HEALTH INVESTORS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(unaudited, in thousands except share and per share amounts)

 
Common Stock
 
Capital in Excess of Par Value
 
Cumulative Net Income in Excess of Dividends
 
Accumulated Other Comprehensive Income
 
Total National Health Investors Stockholders' Equity
 
Noncontrolling Interest
 
Total Equity
 
Shares
 
Amount
 
 
 
 
 
 
Balances at December 31, 2013
33,051,176

 
$
330

 
$
753,635

 
$
3,043

 
$
9,538

 
$
766,546

 
$
10,614

 
$
777,160

Total comprehensive income

 

 

 
48,828

 
(3,514
)
 
45,314

 
606

 
45,920

Distributions to noncontrolling interest

 

 

 

 

 

 
(865
)
 
(865
)
Shares issued on stock options exercised
3,423

 
1

 

 

 

 
1

 

 
1

Share-based compensation

 

 
1,573

 

 

 
1,573

 

 
1,573

Equity component of convertible debt

 

 
7,495

 

 

 
7,495

 

 
7,495

Dividends declared, $1.54 per common share

 

 

 
(50,902
)
 

 
(50,902
)
 

 
(50,902
)
Balances at June 30, 2014
33,054,599

 
$
331

 
$
762,703

 
$
969

 
$
6,024

 
$
770,027

 
$
10,355

 
$
780,382


The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

8


NATIONAL HEALTH INVESTORS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2014
(unaudited)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

We, the management of National Health Investors, Inc., ("NHI" or the "Company") believe that the unaudited condensed consolidated financial statements of which these notes are an integral part include all normal, recurring adjustments which are necessary to fairly present the condensed consolidated financial position, results of operations and cash flows of NHI in all material respects. The Condensed Consolidated Balance Sheet at December 31, 2013 has been derived from the audited consolidated financial statements at that date. We assume that users of these condensed consolidated financial statements have read or have access to the audited December 31, 2013 consolidated financial statements and Management's Discussion and Analysis of Financial Condition and Results of Operations and that the adequacy of additional disclosure needed for a fair presentation, except in regard to material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate those contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2013 have been omitted. This condensed consolidated financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons including, but not limited to, acquisitions and dispositions, changes in interest rates, rents and the timing of debt and equity financings. For a better understanding of NHI and its condensed consolidated financial statements, we recommend reading these condensed consolidated financial statements in conjunction with the audited consolidated financial statements for the year ended December 31, 2013, which are included in our 2013 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, a copy of which is available at our web site: www.nhireit.com.

Principles of Consolidation - The accompanying consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries and the joint venture entity over which we exercise control. All inter-company transactions and balances have been eliminated in consolidation. Net income is reduced by the portion of net income attributable to noncontrolling interests.

We apply Financial Accounting Standards Board ("FASB") guidance for our arrangements with variable interest entities ("VIEs") which requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of the VIE. A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity's activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity's activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity's activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights. We consolidate investments in VIEs when we are determined to be the primary beneficiary of the VIE. We may change our assessment of a VIE due to events such as modifications of contractual arrangements that affect the characteristics or adequacy of the entity's equity investments at risk and the disposal of all or a portion of an interest held by the primary beneficiary.

We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity's economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis. At June 30, 2014, we held an interest in one unconsolidated VIE, of which we were not the primary beneficiary.

We also apply FASB guidance related to investments in joint ventures based on the type of controlling rights held by the members' interests in limited liability companies that may preclude consolidation by the majority equity owner in certain circumstances in which the majority equity owner would otherwise consolidate the joint venture.

We structure our joint ventures to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007 ("RIDEA") which permits NHI to receive rent payments through a triple-net lease between a property company and an operating company and is designed to give NHI the opportunity to capture additional value on the improving performance of the operating company through distributions to a taxable REIT subsidiary ("TRS"). Accordingly, the TRS holds our equity interest in an unconsolidated operating company, which we do not control, and provides an organizational structure that will allow the TRS to engage in a broad range of activities and share in revenues that would otherwise be non-qualifying income under the REIT gross income tests.


9


Equity-Method Investment - We report our TRS' investment in an unconsolidated entity, over whose operating and financial policies we have the ability to exercise significant influence but not control, under the equity method of accounting. Under this method of accounting, our pro rata share of the entity's earnings or losses is included in our Condensed Consolidated Statements of Income. Additionally, we adjust our investment carrying amount to reflect our share of changes in an equity-method investee's capital resulting from its capital transactions.

The initial carrying value of our equity-method investment is based on the fair value of the net assets of the entity at the time we acquired our interest. We estimate fair values of the net assets of our equity-method investee based on discounted cash flow models. The inputs we use in these models are based on assumptions that we believe to be within a reasonable range of current market rates for the respective investments.

We evaluate our equity-method investment for impairment whenever events or changes in circumstances indicate that the carrying value of our investment may exceed the fair value. If it is determined that a decline in the fair value of our investment is not temporary, and if such reduced fair value is below its carrying value, an impairment is recorded. The determination of the fair value of our equity-method investments involves significant judgment. Our estimates consider all available evidence including the present value of the expected future cash flows discounted at market rates, general economic conditions and other relevant factors.

Noncontrolling Interest - We present the portion of any equity that we do not own in entities that we control (and thus consolidate) as noncontrolling interest and classify such interest as a component of consolidated equity, separate from total NHI stockholders' equity, in our Condensed Consolidated Balance Sheets. In addition, we include net income attributable to the noncontrolling interest in net income in our Condensed Consolidated Statements of Income.

Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings Per Share - The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options using the treasury stock method, to the extent dilutive. Diluted earnings per share incorporate the potential dilutive impact of our 3.25% convertible senior notes due 2021, and stock options outstanding during the periods presented, unless their effect is anti-dilutive. In addition, we apply the if-converted method to our convertible debt instruments, the effect of which is that conversion will not be assumed for purposes of computing diluted earnings (loss) per share if the effect would be anti-dilutive.

Reclassifications - We have reclassified for 2013 the operations of facilities meeting the accounting criteria as either being sold or held for sale as discontinued operations in the Condensed Consolidated Statements of Income. There is no change to reported net income for the prior periods as a result of this reclassification.

New Accounting Pronouncements - In the first quarter of 2014, we adopted ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under ASU 2014-08, disposals will be reported as discontinued operations only when the disposal represents a strategic shift that will have a major effect on our operations and financial results. Previously, we reported the disposition of components that were either reporting units, subsidiaries, or asset groups as discontinued operations. ASU 2014-08 is effective for all disposals (or classifications as held for sale) of components that occur on or after December 15, 2014. We have elected early adoption, under which terms we will prospectively apply ASU 2014-08 and report as discontinued operations only those disposals (or classifications as held for sale) that have not been previously reported.

In May 2014 the FASB issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides a principles-based approach for a broad range of revenue generating transactions, including the sale of real estate, which will generally require more estimates and more judgment and more disclosures than under current guidance. Because this ASU specifically excludes lease contracts from its scope, its application is not expected to impact our recognition of rental income on a straight-line basis. ASU 2014-09 is effective for public entities for annual periods beginning after December 15, 2016, including interim periods therein. Early adoption is prohibited. We are continuing to study the effect that our eventual adoption of ASU 2014-09 will have on our reported financial position and results of operation, the extent of which cannot be reasonably estimable, at this time.

In June 2014 the FASB issued ASU 2014-12, Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period. Current FASB guidance does not state whether instruments within the scope of ASU 2014-12 should be treated as a performance condition that affects vesting or as a nonvesting condition that affects the grant-date fair value of an award. Among its provisions, this ASU clarifies that the performance target

10


should not be reflected in estimating the grant-date fair value of the award. Rather, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. ASU 2014-12 is effective for interim and annual periods beginning after December 15, 2015. Early adoption is permitted. We are studying the effects of the ASU prior to adoption. We have not previously issued instruments within its scope, and, accordingly, our eventual adoption of the new standard is expected to have no effect on our financial position, results of operation or cash flows.

NOTE 2. REAL ESTATE

As of June 30, 2014, we owned 162 health care real estate properties located in 30 states and consisting of 93 senior housing communities, 64 skilled nursing facilities, 3 hospitals and 2 medical office buildings. Our senior housing properties include assisted living facilities, independent living facilities, and senior living campuses. These investments (excluding our corporate office of $894,000) consisted of properties with an original cost of approximately $1,481,756,000, rented under triple-net leases to 24 lessees.

Acquisition and New Lease of Real Estate

Chancellor

On June 1, 2014, we acquired a 56-unit assisted living/memory care facility in Sacramento, California for $11,500,000 and leased the facility to Chancellor Health Care, LLC for an initial term of 15 years, plus renewal options. The initial lease rate is 8.0% with fixed annual escalators. Because the facility was owner-occupied, we accounted for the acquisition as an asset purchase.

Prestige

In March 2014 we completed the purchase of 3 skilled nursing facilities in Oregon totaling 196 beds and a 105-unit assisted living facility in Idaho from Prestige Senior Living ("Prestige"). The purchase price includes $40,115,000 in cash and a commitment to fund contingent earn out payments up to a maximum of $6,390,000 based on the achievement of certain financial metrics as measured periodically through December 31, 2015. Because the facilities were owner-occupied, we accounted for the acquisition as an asset purchase. At acquisition, we estimated probable contingent payments of $3,000,000 to be likely and have, accordingly, reflected that amount in the Condensed Consolidated Balance Sheet. Contingent payments earned will be an addition to our investment in the properties when funded and will be included in the lease base.

We have leased the 4 facilities to Prestige with a 15-year term at an initial rate of 8.4% plus fixed annual escalators. In addition, at 2 of the Oregon facilities we have committed to invest $2,000,000 for capital improvements which are expected to be completed by June 30, 2015. This investment will be added to the basis on which the lease amount is calculated.

Holiday

In December 2013 we acquired 25 independent living facilities from Holiday Acquisition Holdings LLC (“Holiday”), an affiliate of Holiday Retirement. We have leased this portfolio to NH Master Tenant, LLC, a subsidiary of Holiday. Our tenant continues to operate the facilities pursuant to a management agreement with a Holiday-affiliated manager. The master lease term of 17 years began in December 2013 and provides for initial base rent of $31,915,000 plus annual escalators of 4.5% in the first 3 years and a minimum of 3.5% each year thereafter.

Of our total revenue from continuing operations, $10,954,000 (25%) and $21,908,000 (25%) was derived from Holiday for the three and six months ended June 30, 2014, respectively. Lease revenue from Holiday for the three and six months ended June 30, 2014 includes straight-line rent of $2,975,000 and $5,951,000, respectively.

NHC

As of June 30, 2014, we leased 42 health care facilities under two master leases to National HealthCare Corporation (“NHC”), a publicly-held company and the lessee of our legacy properties. The facilities leased to NHC consist of 3 independent living facilities and 39 skilled nursing facilities (4 of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). These facilities are leased to NHC under the terms of an amended master lease agreement originally dated October 17, 1991 ("the 1991 lease") which includes our 35 remaining legacy properties and a master lease agreement dated August 30, 2013 ("the 2013 lease") which includes 7 skilled nursing facilities acquired from ElderTrust of Florida, Inc. on August 31, 2013.


11


The 1991 lease has been amended to extend the lease expiration to December 31, 2026. There are two additional 5-year renewal options, each at fair rental value of such leased property as negotiated between the parties and determined without including the value attributable to any improvements to the leased property voluntarily made by NHC at its expense. Under the terms of the lease, the base annual rental is $30,750,000 and rent escalates by 4% of the increase, if any, in each facility's revenue over a 2007 base year. The 2013 lease provides for a base annual rental of $3,450,000 and has a lease expiration of August 2028. Under the terms of the lease, rent escalates 4% of the increase in each facility's revenue over the 2014 base year. For both the 1991 lease and the 2013 lease, we refer to this additional rent component as “percentage rent.” During the last three years of the 2013 lease, NHC will have the option to purchase the facilities for $49,000,000.

The following table summarizes the percentage rent income from NHC (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Current year
$
573

 
$
568

 
$
1,139

 
$
1,136

Prior year final certification1

 

 
15

 
746

Total percentage rent income
$
573

 
$
568

 
$
1,154

 
$
1,882

1 For purposes of the percentage rent calculation described in the master lease Agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year.

Of our total revenue from continuing operations, $9,109,000 (21%) and $8,201,000 (30%) were derived from NHC for the three months ended June 30, 2014 and 2013, respectively, and $18,227,000 (21%) and $17,148,000 (32%) for the six months ended June 30, 2014 and 2013, respectively.

Bickford

As of June 30, 2014, we owned an 85% equity interest and an affiliate of Bickford Senior Living ("Bickford") owned a 15% equity interest in our consolidated subsidiary ("PropCo") which owns 29 assisted living/memory care facilities and also has 1 facility under construction. The facilities are leased to an operating company, ("OpCo"), in which we also retain an 85/15 ownership interest with an affiliate of Bickford, who controls the entity. This joint venture is structured to comply with the provisions of RIDEA.

For the stabilized portfolio of 27 properties, the current annual contractual rent from OpCo to PropCo is $19,108,000, plus fixed annual escalators. OpCo is continuing the lease-up of 2 assisted living facilities which opened in the fourth quarter of 2013. Under the terms of the current development lease agreement, PropCo receives rent from OpCo on the total amount of development costs, including land, which totaled $20,937,000 at June 30, 2014. Of these costs, $15,548,000 relate to the 2 facilities currently in lease-up. As of June 30, 2014, PropCo had purchased land and begun construction on one assisted living/memory care facility having a maximum cost of $9,000,000. Our costs incurred to date, including land, were $5,389,000. Once the facilities stabilize, an annual rental amount will be determined between the parties. Rent income received from the development projects was $671,000 and $295,000 for the six months ended June 30, 2014 and 2013, respectively. NHI has an exclusive right to Bickford's future acquisitions, development projects and refinancing transactions.

Of our total revenues from continuing operations, $5,202,000 (12%) and $2,093,000 (8%) were recognized as rental income from Bickford for the three months ended June 30, 2014 and 2013, respectively, and $10,465,000 (12%) and $4,174,000 (8%) for the six months ended June 30, 2014 and 2013, respectively.

In June 2013 PropCo acquired 14 properties from Care Investment Trust in a transaction we accounted for as a business combination. The unaudited pro forma revenue, net income and net income available to common stockholders of the combined entity are provided below had the acquisition date been January 1, 2012 (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Revenue
$
44,160

 
$
29,690

 
$
87,296

 
$
59,404

Net income
$
25,605

 
$
20,506

 
$
49,489

 
$
36,847

Net income available to common stockholders
$
25,306

 
$
20,267

 
$
48,863

 
$
36,365

Basic earnings per common share
$
.77

 
$
.73

 
$
1.48

 
$
1.30

Diluted earnings per common share
$
.76

 
$
.73

 
$
1.48

 
$
1.30



12


Supplemental pro forma information above includes revenues from the Care lease with OpCo, recognized on a straight-line basis, depreciation, and appropriate interest costs.

Our revenue from continuing operations includes $2,588,000 and $5,176,000 from the 14 Care properties for the three months and six months ended June 30, 2014, respectively. Our net income includes $409,000 and $807,000 for the three months and six months ended June 30, 2014, respectively.

NOTE 3. EQUITY-METHOD INVESTMENT AND OTHER ASSETS

Our equity-method investment in OpCo and other assets consist of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
Equity-method investment in OpCo
$
9,704

 
$
9,494

Debt issuance costs
11,386

 
7,366

Accounts receivable and other assets
1,519

 
2,502

Replacement reserve and tax escrows - Fannie Mae
796

 
706

Lease escrow deposits
22,775

 
22,775

Escrow deposit for tax deferred exchange

 
23,813

 
$
46,180

 
$
66,656


Upon the acquisition of our equity method investment in OpCo in 2012, our purchase price was allocated to the assets acquired based upon their estimated relative fair values. Accounting guidance for equity method investments requires that we account for the difference between the cost basis of our investment in OpCo and our pro rata share of the amount of underlying equity in the net assets of OpCo as though OpCo were a consolidated subsidiary. Accordingly, the excess of the original purchase price over the fair value of identified tangible assets at acquisition of $8,986,000 is treated as implied goodwill and is subject to periodic review for impairment in conjunction with our equity method investment. When we acquired 17 properties leased or managed by Bickford in June 2013, an assignment was entered into whereby the operations of the related facilities were conveyed by an affiliate of Bickford to OpCo. The transaction mandated the effective cut-off of operating revenues and expenses and the settlement of operating assets and liabilities as of the acquisition date. Specified remaining net tangible assets were assigned to OpCo at the transferor's carryover basis resulting in an adjustment, through NHI's capital in excess of par value to our equity method investment in OpCo, of $817,000. We monitor and periodically review our equity method investment in OpCo for impairment to determine whether a decline, if any, in the value of the investment is other-than temporary. We noted no decline in value as of June 30, 2014.

OpCo is intended to be self-financing, and aside from initial investments therein, no direct support has been provided by NHI to OpCo since the original investment on September 30, 2012. While PropCo's rental revenues associated with the related properties are sourced from OpCo, a decision to furnish additional direct support would be at our discretion and not obligatory. As a result, we believe our maximum exposure to loss at June 30, 2014, due to our investment in OpCo, would be limited to our equity interest. We have concluded that OpCo meets the accounting criteria to be considered a VIE. However, because we do not control the entity, nor do we have any role in the day-to-day management, we are not the primary beneficiary of the entity, and we account for our investment using the equity method. There were no distributions declared during the six months ended June 30, 2014 and 2013.

At June 30, 2014, we held lease escrow deposits of $22,775,000 in regard to our lease with Holiday. The Holiday deposits include $21,275,000 as a lease security deposit which remains for the term of the 17-year lease commencing in December 2013 and is payable to Holiday at the end of the lease term. The remaining $1,500,000 is reserved for specified capital improvements.

In March 2014 we utilized $23,813,000 held with a qualified intermediary to provide a portion of the funding for the Prestige acquisition discussed in Note 2.

NOTE 4. MORTGAGE AND OTHER NOTES RECEIVABLE

At June 30, 2014, we had investments in mortgage notes receivable with a carrying value of $35,057,000 secured by real estate and UCC liens on the personal property of 11 health care properties and other notes receivable with a carrying value of $25,797,000 guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. No allowance for doubtful accounts was considered necessary at June 30, 2014.


13


Due to non-receipt of contractual payments, in March 2013 we evaluated the recoverability of the SeniorTrust notes and recognized an impairment to the carrying value in the total amount of $4,037,000.

In June 2014 we entered into a $500,000 revolving loan with our joint venture partner, an affiliate of Bickford, to fund pre-development expenses related to potential future projects. Interest is payable monthly at 10% and the note matures in August 2015. The outstanding balance at June 30, 2014 was $84,000.

NOTE 5. INVESTMENT IN PREFERRED STOCK, AT COST

We recognized $818,000 and $1,636,000 in preferred dividend income from LTC (a publicly-traded REIT) for the three and six months ended June 30, 2014 and 2013 on our investment in 2,000,000 shares of their cumulative preferred stock carried at its original cost of $38,132,000. The preferred stock, which was purchased in September 1998, is not listed on a stock exchange, is considered a non-marketable security and is recorded at cost in our Condensed Consolidated Balance Sheets. The non-voting preferred stock is convertible into 2,000,000 shares of LTC common stock whose closing price at June 30, 2014 was $39.04 per share. The preferred stock has an annual cumulative coupon rate of 8.5% payable quarterly and a liquidation preference of $19.25 per share. While not the fair value of our preferred stock investment, we provide the above information as pertinent to the reader's estimation of the fair value of our investment. In accordance with ASC Topic 825 Financial Instruments, paragraph 10-50 Disclosure-Overall, we have determined that due to excessive costs, it is not practicable to estimate the fair value of our cost basis investment in preferred stock because of inherent subjectivities in refining the estimate to a degree that is likely to materially augment the information provided above. Further, we have identified no events that may have had an adverse effect on its fair value which would have required revisiting the instrument's carrying value.

NOTE 6. INVESTMENTS IN MARKETABLE SECURITIES

Our investments in marketable securities include available-for-sale securities which are reported at fair value. Unrealized gains and losses on available-for-sale securities are presented as a component of accumulated other comprehensive income. Realized gains and losses from securities sales are determined based upon specific identification of the securities.

Marketable securities consist of the following (in thousands):
 
June 30, 2014
 
December 31, 2013
 
Amortized Cost

 
Fair Value

 
Amortized Cost

 
Fair Value

Common stock of other healthcare REITs
$
4,088

 
$
13,991

 
$
4,088

 
$
12,650


Gross unrealized gains related to available-for-sale securities were $9,903,000 at June 30, 2014 and $8,562,000 at December 31, 2013.

NOTE 7. DEBT

Debt consists of the following (in thousands):
 
June 30,
2014
 
December 31,
2013
Convertible senior notes - unsecured (net of discount of $7,484)
$
192,516

 
$

Revolving credit facility - unsecured
116,000

 
167,000

Bank term loans - unsecured
250,000

 
370,000

Fannie Mae term loans - secured (including a premium of $1,705)
79,503

 
80,080

 
$
638,019

 
$
617,080


In March 2014 we issued $200,000,000 of 3.25% senior unsecured convertible notes due April 2021 (the "Notes"). Interest is payable April 1st and October 1st of each year. The Notes are convertible at an initial conversion rate of 13.926 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $71.81 per share for a total of approximately 2,785,200 underlying shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in the indenture governing the Notes, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. Upon conversion, NHI's conversion obligation may be satisfied, at our option, in cash, shares of common stock or a combination of cash and shares of common stock. Because the conversion price is in excess of the average stock price for the quarter, the impact of the conversion option is currently anti-dilutive to the earnings per share calculation and as such has no effect on our earnings per share.

14


The Notes are split into a debt component and an equity component since they may be settled in cash upon conversion. The value of the debt component is based upon the estimated fair value of a similar debt instrument without the conversion feature at the time of issuance and was estimated to be approximately $192,238,000. The $7,762,000 difference between the contractual principal on the debt and the value allocated to the debt was recorded as an equity component and represents the estimated value of the conversion feature of the instrument. The excess of the contractual principal amount of the debt over its estimated fair value, the original issue discount, is amortized to interest expense using the effective interest method over the estimated term of the Notes. The effective interest rate used to amortize the debt discount and the liability component of the debt issue costs was approximately 3.9% based on our estimated non-convertible borrowing rate at the date the Notes were issued.

The total cost of issuing the Notes was $6,055,000, of which $267,000 was allocated to the equity component and $5,789,000 to the debt component and is amortized over the estimated term of the notes.

On March 27, 2014, we entered into an amended $700,000,000 senior unsecured credit facility. The facility can be expanded, subject to certain conditions, up to an additional $130,000,000. At closing, the new facility amended a smaller credit facility that provided for $620,000,000 of total commitments.

The amended credit facility provides for: (1) a $450,000,000 unsecured, revolving credit facility that matures in March 2019 (inclusive of an embedded 1-year extension option) with interest at 150 basis points over LIBOR; (2) a $130,000,000 unsecured term loan that matures in June 2020 with interest at 175 basis points over LIBOR of which interest of 3.91% is fixed with an interest rate swap agreement; and (3) two existing term loans which remain in place totaling $120,000,000, maturing in June 2020 and bearing interest at 175 basis points over LIBOR, a notional amount of $40,000,000 being fixed at 3.29% until 2019 and $80,000,000 being fixed at 3.86% until 2020.

At June 30, 2014, we had $334,000,000 available to draw on the revolving portion of the credit facility. The unused commitment fee is 40 basis points per annum. The unsecured credit facility requires that we maintain certain financial ratios within limits set by our creditors. To date, these ratios, which are calculated quarterly, have been within the limits required by the credit facility agreements.

As part of the Care acquisition, we assumed Fannie Mae mortgage loans, with principal balances of $70,613,000 and $7,185,000 on June 30, 2014, which have interest at rates of 6.85% and 7.17%, respectively, and mature on July 1, 2015 (prepayable without penalty after December 31, 2014).

The following table summarizes interest expense (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Interest expense at contractual rates
$
6,065

 
$
1,193

 
$
10,438

 
$
2,235

Amortization of debt issuance costs and bond discount
764

 
404

 
1,132

 
133

Debt issuance costs expensed due to credit facility modifications

 

 
2,145

 
353

Total interest expense
$
6,829

 
$
1,597

 
$
13,715

 
$
2,721


Interest Rate Swap Agreements

To mitigate our exposure to interest rate risk, we have entered into the following interest rate swap contracts on our bank term loans as of June 30, 2014 (dollars in thousands):
Date Entered
 
Maturity Date
 
Fixed Rate
 
Rate Index
 
Notional Amount
 
Fair Value
May 2012
 
April 2019
 
3.29%
 
1-month LIBOR
 
$
40,000

 
$
(39
)
June 2013
 
June 2020
 
3.86%
 
1-month LIBOR
 
$
80,000

 
$
(1,333
)
March 2014
 
June 2020
 
3.91%
 
1-month LIBOR
 
$
130,000

 
$
(2,508
)

See Note 12 for fair value disclosures about our Fannie Mae mortgage loan and interest rate swap agreements.

In July 2014 we obtained $29,199,000 of mortgage debt from the U.S. Department of Housing and Urban Development ("HUD") secured by seven properties in our joint venture with an affiliate of Bickford. The mortgage notes require monthly payments of

15


principal and interest at 4.3% and mature in August 2049. Two additional mortgages are currently in process and will bring the total proceeds from HUD debt to approximately $38,000,000. We are using these proceeds to retire borrowings under our revolving credit facility.

NOTE 8. COMMITMENTS AND CONTINGENCIES

Bickford

As of June 30, 2014, our subsidiary PropCo had purchased land and begun construction on one assisted living/memory care facility having a maximum cost of $9,000,000. Our costs incurred to date, including land, were $5,389,000. The facility is expected to open by the end of the third quarter of 2014. In February 2014 NHI entered into a commitment of $2,785,000 on a letter of credit for the benefit of our joint venture partner, an affiliate of Bickford, which holds a minority interest in PropCo. See Note 4 for a discussion of our outstanding revolving loan commitment with an affiliate of Bickford.

Chancellor

In October 2013, we entered into a $7,500,000 commitment to build a 46-unit free-standing assisted living and memory care community, expanding our Linda Valley senior living campus in Loma Linda, California. We began construction during the first quarter of 2014 and had funded $1,029,000 as of June 30, 2014. The initial lease term is for 15 years at an annual rate of 9% plus a fixed annual escalator. NHI purchased the Linda Valley campus in 2012 and leased it to Chancellor Health Care, who has been operating the campus since 1993. We also committed to provide up to $500,000 for renovations and improvements related to our recent acquisition of a 63-unit senior housing community in Baltimore, Maryland which we have leased to Chancellor Health Care. We began renovations during the first quarter of 2014 and had funded $161,000 as of June 30, 2014. We receive rent income on funds advanced for both construction projects.

Discovery

As a lease inducement, we have a contingent commitment to fund a series of payments up to $2,500,000 in connection with our September 2013 lease to Discovery Senior Living ("Discovery") of a senior living campus in Rainbow City, Alabama. Discovery would earn the contingent payments upon obtaining and maintaining a specified lease coverage ratio. As earned, the payments would be due in installments of $750,000 in each of years two and three of the lease with the residual due in year four. As of June 30, 2014, the likelihood that we would incur the contingent payments was not considered probable. Accordingly, no provision for these payments is reflected in the condensed consolidated financial statements.

Fundamental

In April 2013, we completed the purchase of two skilled nursing facilities located in Canton and Corinth, Texas for a purchase price of $26,150,000 in cash, plus consideration related to the Corinth facility of $1,600,000 conditional upon the achievement of certain operating metrics. In March 2014 upon satisfactory achievement of the required operating metrics, we made the full $1,600,000 payment to Fundamental.

Kentucky River

In March 2012, we entered into a long-term lease extension and construction commitment to Jackson Hospital Corporation, an affiliate of Community Health Systems, to provide up to $8,000,000 for extensive renovations and additions to our Kentucky River Medical Center, a general acute care hospital in Jackson, Kentucky. This investment will be added to the basis on which the lease amount is calculated. The construction project commenced during the first quarter of 2013 and is expected to continue over two years. Total construction costs incurred as of June 30, 2014 were $7,094,000. The 10-year lease extension began July 1, 2012, with an additional 5-year renewal option.

Prestige

We have agreed to fund capital improvements of up to $2,000,000 in connection with our lease of facilities to Prestige. The capital improvements will be an addition to our investment in the properties when funded and will be included in the lease base. As of June 30, 2014, we had funded $13,000 of this commitment. Additionally, we have committed to fund contingent earn out payments up to a maximum of $6,390,000 based on the achievement of certain financial metrics as measured periodically through December 31, 2015. At acquisition, we estimated probable contingent payments of $3,000,000 to be likely and have reflected that amount in the condensed consolidated financial statements. Contingent payments earned will be an addition to our investment in the properties when funded and will be included in the lease base.

16


Santé

We have a $2,000,000 supplemental construction commitment to our borrower, Santé Partners, LLC (“Santé”). This additional loan amount becomes available to the borrower when the 70-bed transitional rehabilitation hospital, completed in March 2011, achieves certain operating metrics. NHI also has the option to purchase and lease back the hospital when it achieves a predetermined level of stabilized net operating income.

In connection with our Silverdale, Washington senior living campus, we have a contingent commitment to fund two lease inducement payments of $1,000,000 each. Santé would earn the payments upon obtaining and maintaining a specified lease coverage ratio. If earned, the first payment would be due after the second lease year and the second payment would be due after the third lease year. At acquisition, the likelihood that we would incur the contingent payments was not considered probable. Accordingly, no provision for these payments is reflected in the condensed consolidated financial statements.

Helix Healthcare

In March 2010, we completed a purchase/leaseback transaction with Helix Healthcare (“Helix”) for $12,500,000. The purchase price includes a conditional payment of $1,000,000, which is recorded as a purchase liability.

Litigation

Our Health Care Facilities are subject to claims and suits in the ordinary course of business. Our lessees and borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from both the operation of the Health Care Facilities and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. While there may be lawsuits pending against certain of the owners and/or lessees of the Health Care Facilities, management believes that the ultimate resolution of all such pending proceedings will have no material adverse effect on our financial condition, results of operations or cash flows.

NOTE 9. SHARE-BASED COMPENSATION

We recognize share-based compensation for all stock options granted over the requisite service period using the fair value of these grants as estimated at the date of grant using the Black-Scholes pricing model, and all restricted stock granted over the requisite service period using the market value of our publicly-traded common stock on the date of grant.

Share-Based Compensation Plans

The Compensation Committee of the Board of Directors ("the Committee") has the authority to select the participants to be granted options; to designate whether the option granted is an incentive stock option ("ISO"), a non-qualified option, or a stock appreciation right; to establish the number of shares of common stock that may be issued upon exercise of the option; to establish the vesting provision for any award; and to establish the term any award may be outstanding. The exercise price of any ISO’s granted will not be less than 100% of the fair market value of the shares of common stock on the date granted, and the term of an ISO may not be more than ten years. The exercise price of any non-qualified options granted will not be less than 100% of the fair market value of the shares of common stock on the date granted unless so determined by the Committee.

In May 2012, our stockholders approved the 2012 Stock Incentive Plan ("the 2012 Plan") pursuant to which 1,500,000 shares of our common stock were made available to grant as share-based payments to employees, officers, directors or consultants. As of June 30, 2014, there were 740,000 shares available for future grants under the 2012 Plan. The individual restricted stock and option grant awards vest over periods up to five years. The term of the options under the 2012 Plan is up to five years from the date of grant.

In May 2005, our stockholders approved the NHI 2005 Stock Option Plan ("the 2005 Plan") pursuant to which 1,500,000 shares of our common stock were made available to grant as share-based payments to employees, officers, directors or consultants. As of June 30, 2014, there were 20,635 shares available for future grants under the 2005 Plan. The individual restricted stock and option grant awards vest over periods up to ten years. The term of the options outstanding under the 2005 Plan is up to ten years from the date of grant.

Compensation expense is recognized only for the awards that ultimately vest. Accordingly, forfeitures that were not expected may result in the reversal of previously recorded compensation expense. The compensation expense reported for the three months ended June 30, 2014 and 2013 was $223,000 and $253,000, respectively, and for the six months ended June 30, 2014 and 2013 was $1,573,000 and $1,833,000, respectively.

17


At June 30, 2014, we had, net of expected forfeitures, $814,000 of unrecognized compensation cost related to unvested stock options which is expected to be expensed over the following periods: 2014 - $447,000, 2015 - $331,000 and 2016 - $36,000. Stock-based compensation is included in general and administrative expense in the Condensed Consolidated Statements of Income.

The following table summarize our outstanding stock options:
 
Six Months Ended
 
June 30,
 
2014
 
2013
Options outstanding January 1,
516,674

 
211,675

Options granted under 2012 Plan
400,000

 
360,000

Options exercised under 2005 Plan
(13,334
)
 
(55,001
)
Options outstanding, June 30,
903,340

 
516,674

 
 
 
 
Exercisable at June 30,
676,659

 
323,330


NOTE 10. DISCONTINUED OPERATIONS

We have reclassified, for periods before adoption of ASU 2014-08, the operations of facilities meeting the accounting criteria for properties sold or held for sale as discontinued operations.

In December 2013, we sold three older skilled nursing facilities to affiliates of our current tenant, Fundamental, for $18,500,000 and recorded a gain of $1,269,000 for financial statement purposes. Our lease revenue from these facilities was $844,000 and $1,688,000 for the three and six months ended June 30, 2013. Pursuant to the purchase option, rents associated with the two remaining properties will be fixed at $250,000 per month, without escalation, through the first renewal term in February 2016.

In October 2013, our tenant, Weatherly Associates, LLC, exercised their option to purchase a senior housing facility in Pennsylvania for $5,315,000. The sale was completed in December 2013, and we recorded a gain of $1,619,000 for financial statement purposes. Our lease revenue from the facility was $101,000 and $201,000 for the three and six months ended June 30, 2013.

In August 2013 we sold six older skilled nursing facilities to NHC for $21,000,000 and recorded a gain of $19,370,000 for financial statement purposes. Our lease revenue from the facilities was $843,000 and $1,759,000 for the three and six months ended June 30, 2013.

Income from discontinued operations is summarized below (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Revenues:
 
 
 
 
 
 
 
Rental income
$

 
$
1,788

 
$

 
$
3,648

Other income

 
1

 

 
2

Expenses:
 
 
 
 
 
 
 
Depreciation

 
167

 

 
334

Total discontinued operations
$

 
$
1,622

 
$

 
$
3,316

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
33,052,750

 
27,876,176

 
33,052,083

 
27,871,120

Diluted
33,087,283

 
27,913,727

 
33,086,258

 
27,907,600

 
 
 
 
 
 
 
 
Discontinued operations income per share:
 
 
 
 
 
 
 
Basic
$

 
$
.05

 
$

 
$
.12

Diluted
$

 
$
.05

 
$

 
$
.12


18


NOTE 11. EARNINGS AND DIVIDENDS PER SHARE

The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options and vesting of restricted shares using the treasury stock method, to the extent dilutive.

The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share (in thousands, except share and per share amounts):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Income from continuing operations attributable to common stockholders
$
25,294

 
$
18,298

 
$
48,828

 
$
32,347

Discontinued operations

 
1,622

 

 
3,316

Net income attributable to common stockholders
$
25,294

 
$
19,920

 
$
48,828

 
$
35,663

 
 
 
 
 
 
 
 
BASIC:
 
 
 
 
 
 
 
Weighted average common shares outstanding
33,052,750

 
27,876,176

 
33,052,083

 
27,871,120

 
 
 
 
 
 
 
 
Income from continuing operations per common share
$
.77

 
$
.66

 
$
1.48

 
$
1.16

Discontinued operations per common share

 
.05

 

 
.12

Net income per common share
$
.77

 
$
.71

 
$
1.48

 
$
1.28

 
 
 
 
 
 
 
 
DILUTED:
 
 
 
 
 
 
 
Weighted average common shares outstanding
33,052,750

 
27,876,176

 
33,052,083

 
27,871,120

Stock options
34,533

 
37,551

 
34,175

 
36,480

Average dilutive common shares outstanding
33,087,283

 
27,913,727

 
33,086,258

 
27,907,600

 
 
 
 
 
 
 
 
Income from continuing operations per common share
$
.76

 
$
.66

 
$
1.48

 
$
1.15

Discontinued operations per common share

 
.05

 

 
.12

Net income per common share
$
.76

 
$
.71

 
$
1.48

 
$
1.27

 
 
 
 
 
 
 
 
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
31,575

 
16,848

 
31,936

 
10,100

 
 
 
 
 
 
 
 
Regular dividends declared per common share
$
.77

 
$
.735

 
$
1.54

 
$
1.43

 
 
 
 
 
 
 
 

NOTE 12. FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial assets and liabilities measured at fair value (based on the hierarchy of the three levels of inputs described in Note 1 to the consolidated financial statements contained in our most recent Annual Report on Form 10-K) on a recurring basis include marketable securities, derivative financial instruments and contingent consideration arrangements. Marketable securities consist of common stock of other healthcare REITs. Derivative financial instruments include our interest rate swap agreements. Contingent consideration arrangements relate to certain provisions of recent real estate purchase agreements involving both business combinations.

Marketable securities. We utilize quoted prices in active markets to measure debt and equity securities; these items are classified as Level 1 in the hierarchy and include the common and preferred stock of other healthcare REITs.

Derivative financial instruments. Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation

19


considering the instrument's term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.
Contingent consideration. Contingent consideration arrangements are classified as Level 3 and are valued using unobservable inputs about the nature of the contingent arrangement and the counter-party to the arrangement, as well as our assumptions about the probability of full settlement of the contingency.

Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):
 
 
 
Fair Value Measurement
 
Balance Sheet Classification
 
June 30,
2014
 
December 31,
2013
Level 1
 
 
 
 
 
Common stock of other healthcare REITs
Marketable securities
 
$
13,991

 
$
12,650

 
 
 
 
 
 
Level 2
 
 
 
 
 
Interest rate swap asset
Other assets
 
$

 
$
975

Interest rate swap liability
Accrued expenses
 
$
3,880

 
$

 
 
 
 
 
 
Level 3
 
 
 
 
 
Contingent consideration
Real estate purchase liabilities
 
$
4,000

 
$
2,600


The following table presents a reconciliation of Level 3 liabilities measured at fair value on a recurring basis for the six months ended June 30, 2014 and 2013 (in thousands):
 
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

2014
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
$
2,600

 
$

 
$

 
$
1,400

 
$
4,000

 
$

 
 
 
 
 
 
 
 
 
 
 
 
2013
 
 
 
 
 
 
 
 
 
 
 
Contingent consideration
$
4,256

 
$
1,600

 
$

 
$

 
$
5,856

 
$


Carrying values and fair values of financial instruments that are not carried at fair value at June 30, 2014 and December 31, 2013 in the Consolidated Balance Sheets are as follows (in thousands):
 
Carrying Amount
 
Fair Value Measurement
 
2014
 
2013
 
2014
 
2013
Level 2
 
 
 
 
 
 
 
Variable rate debt
$
366,000

 
$
537,000

 
$
366,000

 
$
537,000

Fixed rate debt
$
272,019

 
$
80,080

 
$
274,817

 
$
79,365

 
 
 
 
 
 
 
 
Level 3
 
 
 
 
 
 
 
Mortgage and other notes receivable
$
60,854

 
$
60,639

 
$
69,025

 
$
67,201


The fair value of mortgage and other notes receivable is based on credit risk and discount rates that are not observable in the marketplace and therefore represents a Level 3 measurement.

Fixed rate debt. Fixed rate debt is classified as Level 2 and its value is based on quoted prices for similar instruments or calculated utilizing model derived valuations in which significant inputs are observable in active markets.

Carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to their short-term nature. The fair value of our borrowings under our credit facility are reasonably estimated at their carrying value at June 30, 2014 and December 31, 2013, due to the predominance of floating interest rates, which generally reflect market conditions.


20


Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statements

References throughout this document to NHI or the Company include National Health Investors, Inc., and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National Health Investors, Inc. and its consolidated subsidiaries and not any other person. Unless the context indicates otherwise, references herein to “the Company” include all of our consolidated subsidiaries.

This Quarterly Report on Form 10-Q 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 limitation, those containing words such as “may,” “will,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” and other similar expressions are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of, but not limited to, the following factors:

*
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;


21


*
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.

See the notes to the annual audited consolidated financial statements in our most recent Annual Report on Form 10-K for the year ended December 31, 2013, and “Business” and “Risk Factors” under Item 1 and Item 1A therein for a further discussion of these and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, or cash flows could be materially adversely affected. In that case, the trading price of our shares of stock could decline and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, occur and, therefore, caution investors not to place undue reliance on them.


Executive Overview

National Health Investors, Inc., 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. Our portfolio consists of investments in real estate, mortgage and other notes and in the preferred and common stock of other REITs. For the six months ended June 30, 2014, our investment portfolio generated revenues of $87,296,000. We are a self-managed REIT investing in health care real estate or in the operations thereof through independent third-party managers that generate current income to be distributed to stockholders. Our investments include senior housing (independent living, assisted living & senior living campuses), skilled nursing facilities, medical office buildings, and hospitals. We typically fund these investments through three sources of capital: (1) debt offerings, including bank lines of credit and ordinary term debt, (2) the sale of equity securities, and (3) current cash flow.

Portfolio

At June 30, 2014, our continuing operations included investments in real estate and mortgage and other notes receivable in 173 health care facilities located in 30 states consisting of 96 senior housing communities, 71 skilled nursing facilities, 4 hospitals, 2 medical office buildings and other notes receivable. These investments (excluding our corporate office of $894,000) consisted of properties with an original cost of approximately $1,481,756,000, rented under triple-net leases to 24 lessees, and $60,854,000 aggregate carrying value of mortgage and other notes receivable due from 14 borrowers.

22


The following tables summarize our investments in real estate and mortgage and other notes receivable as of June 30, 2014 (dollars in thousands):

Real Estate Properties
Properties

 
Beds/Sq. Ft.*

 
Revenue

 
Assisted Living
60

 
3,018

 
$
19,320

 
Senior Living Campus
5

 
797

 
3,487

 
Independent Living
28

 
3,114

 
22,564

 
Senior Housing Communities
93

 
6,929

 
45,371

 
Skilled Nursing Facilities
64

 
8,370

 
32,050

 
Hospitals
3

 
181

 
3,759

 
Medical Office Buildings
2

 
88,517

*
486

 
 
Total Real Estate Properties
162

 
 
 
$
81,666

 
 
 
 
 
 
 
 
Mortgage and Other Notes Receivable
 
 
 
 
 
 
Assisted Living
3

 
310

 
$
503

 
Senior Living Campus

 
76

 
30

 
Senior Housing Communities
3

 
386

 
533

 
Skilled Nursing Facilities
7

 
594

 
696

 
Hospital
1

 
70

 
597

 
Other Notes Receivable

 

 
1,678

 
 
Total Mortgage and Other Notes Receivable
11

 
 
 
$
3,504

 
 
Total Portfolio
173

 
 
 
$
85,170


Portfolio Summary
Properties

 
Investment %

 
Revenue
 
Real Estate Properties
162

 
95.9
%
 
$
81,666

 
Mortgage and Other Notes Receivable
11

 
4.1
%
 
3,504

 
 
Total Portfolio
173

 
100.0
%
 
$
85,170

 
 
 
 
 
 
 
 
Summary of Facilities by Type
 
 
 
 
 
 
Assisted Living
63

 
23.3
%
 
$
19,823

 
Independent Living
28

 
26.5
%
 
22,564

 
Senior Living Campus
5

 
4.1
%
 
3,517

 
Senior Housing Communities
96

 
53.9
%
 
45,904

 
Skilled Nursing Facilities
71

 
38.4
%
 
32,746

 
Hospitals
4

 
5.1
%
 
4,356

 
Medical Office Buildings
2

 
0.6
%
 
486

 
Other

 
2.0
%
 
1,678

 
 
Total Real Estate Portfolio
173

 
100.0
%
 
$
85,170

 
 
 
 
 
 
 
 
Portfolio by Operator Type
 
 
 
 
 
 
Public
53

 
26.8
%
 
$
22,821

 
National Chain (Privately-Owned)
29

 
29.1
%
 
24,753

 
Regional
81

 
39.0
%
 
33,233

 
Small
10

 
5.1
%
 
4,363

 
 
Total Real Estate Portfolio
173

 
100.0
%
 
$
85,170


For the six months ended June 30, 2014, operators of facilities which provided more than 3% of our total revenues were (in alphabetical order): Bickford Senior Living; Brookdale Senior Living; Fundamental; Health Services Management; Holiday Retirement; Legend Healthcare; and National HealthCare Corp.

As of June 30, 2014, our average effective annualized rental income was $7,658 per bed for skilled nursing facilities, $8,750 per unit for senior living campuses, $13,875 per unit for assisted living facilities, $14,492 per unit for independent living facilities, $41,536 per bed for hospitals, and $11 per square foot for medical office buildings.


23


We invest a portion of our funds in the preferred and common shares of other publicly-held healthcare REITs to ensure a substantial portion of our assets are invested for real estate purposes. At June 30, 2014, such investments had a carrying value of $52,123,000.

Areas of Focus

We are evaluating and will potentially make additional investments during 2014 while we continue to monitor and improve our existing properties. We seek tenants who will become mission-oriented partners in relationships where our business goals are aligned. This approach fuels steady, and thus, enduring growth for NHI and our tenants. While deal flow among the largest in our peer group may be slowing, there are smaller portfolio assets in secondary markets with prospective yields that justify our attention. Our investment focus, regardless of asset type, is on high quality opportunities - defined by us to mean (a) the tenant has a track record of successful operations, (b) the tenant has the necessary credit to meet its lease obligation to us; (c) the facility is in good physical condition; and (d) the facility is positioned in a local market that offers the potential to achieve excellent financial results.

As we make new investments, we expect to maintain a relatively low level of debt compared to the value of our assets and relative to our peers in the industry. For the six months ended June 30, 2014, approximately 38% of our continuing operations revenue was derived from operators of our skilled nursing facilities that receive a significant portion of their revenue from governmental payors, primarily Medicare and Medicaid. Such revenues are subject annually to statutory and regulatory changes, and in recent years, have been reduced due to federal and state budgetary pressures. As a result, in 2009, we began to diversify our portfolio by directing a significant portion of our investments into properties which do not rely primarily on Medicare and Medicaid reimbursement, but rather on private pay sources. While we will occasionally acquire skilled nursing facilities in good physical condition with a proven operator and strong local market fundamentals, our current investment focus is on acquiring senior housing assets (including assisted living and memory care facilities, independent living facilities and senior living campuses).

With the acquisition of the 25 independent living properties from Holiday in December 2013, our contractual revenue from skilled nursing facilities is expected to continue to decline as a percentage of continuing operations revenue. This acquisition represents further diversification across asset types and achieves a concentration of revenue from large national tenants who are recognized leaders in their industries. As measured by lease revenue as a percentage of total revenue, Bickford Senior Living is our largest assisted living/memory care tenant, an affiliate of Holiday Retirement is our largest independent living tenant and National HealthCare Corporation is our largest skilled nursing tenant.

For 2014 we expect increased competition for healthcare assets to continue as long as capital costs remain attractive. Within our industry, senior unsecured debt remains readily available at historically low rates, resulting in favorable conditions for profitable deal making. Increased competition for healthcare real estate has intensified as a multitude of buyers, including unlisted REITs and private equity funds, seek investment opportunities for their capital. This circumstance continues to drive up pricing for larger portfolios. Senior housing assets are among those most in demand due to their private-pay focus and their attractive business fundamentals. We do not expect skilled-nursing facility acquisitions to be aggressively targeted by larger diversified healthcare REITs, which have been reducing their exposure to sectors that are heavily dependent on government reimbursement. While portfolios whose acquisition would have a transformative effect on NHI have been the most heavily affected, smaller portfolios like those which have been a mainstay of our recent growth have also been subject to increasing competition.

If longer term borrowing rates increase as we expect, there will be pressure on the spread between our cost of capital and the returns we earn. We expect that pressure to be partially mitigated by market forces that have led to an increase in asset prices and likely will lead to increased lease rates, as well. Our cost of capital has increased as we execute our plan to transition some of our short term revolving borrowings into debt instruments with longer maturities and fixed interest rates. Managing risk involves trade-offs with the competing goal of maximizing short-term profitability. Our intention is to strike an appropriate balance between these competing interests within the context of our investor profile.

We are continuing to explore various funding sources including bank term loans, convertible debt, unsecured bonds, debt private placement and secured government agency financing.

We manage our business with a goal of increasing the regular annual dividends paid to shareholders. Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Our 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 statements purposes determined in accordance with U.S. generally accepted accounting principles. Our goal of increasing annual dividends requires a careful balance between identification of high-quality lease and mortgage assets in which to invest and the cost of our capital with which to fund such investments. We consider the competing interests of short and long-term debt (interest rates, maturities and other terms) versus the higher cost of new equity. We accept some level of risk associated with

24


leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where we believe the spreads over our cost of capital will generate sufficient returns to our shareholders.

Our regular and special dividends for the last five years are as follows:
 
YTD 2014
 
2013
 
2012
 
2011
 
2010
Regular
$
1.54

 
$
2.90

 
$
2.64

 
$
2.50

 
$
2.36

Special

 
$

 
$
0.22

1 
$
0.22

 
$

 
$
1.54

 
$
2.90

 
$
2.86

 
$
2.72

 
$
2.36

 
 
 
 
 
 
 
 
 


1 Paid to shareholders of record in January 2013

Our increased investments in healthcare real estate beginning in 2009 have been partially accomplished by our ability to effectively leverage our balance sheet. However, we continue to maintain a relatively low leverage balance sheet compared with the value of our assets and with many in our peer group. We believe that our fixed charge coverage ratio, which is the ratio of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, including amounts in discontinued operations, excluding real estate asset impairments and gains on dispositions) to fixed charges (interest expense and principal payments on debt), and the ratio of consolidated debt to Adjusted EBITDA are meaningful measures of our ability to service our debt. We use these two measures as a useful basis to compare the strength of our balance sheet with those in our peer group.

We calculate our fixed charge coverage ratio as approximately 7:1 for the six months ended June 30, 2014 (see page 41 for a discussion of Adjusted EBITDA and a reconciliation to our net income). On an annualized basis, our consolidated debt-to-Adjusted EBITDA ratio is approximately 4:1.

Annual dividend growth, a low leverage balance sheet, a portfolio of diversified, high-quality assets, and prioritizing business relationships with experienced operators continue to be the key drivers of our business plan.

In December 2012, the U.S. Census Bureau released its projection of future population growth. According to the projections, the population age 65 and older is expected to more than double between 2012 and 2060, from 43.1 million to 92.0 million. The older population would represent just over one in five U.S. residents by the end of the period, up from one in seven today. The increase in the population age 85 and older is projected to more than triple from 5.9 million to 18.2 million, reaching 4.3% of the total population. An increase in these age demographics is expected to increase the demand for senior housing properties of all types in the coming decades.

There is increasing demand for private-pay senior housing properties in countries outside the U.S. We will consider real estate and note investments with U.S. entities who seek to expand their senior housing operations into countries where local-market demand is sufficiently demonstrated. We have a current investment of $1,500,000 in such ventures.

We expect to fund any new investments in real estate and mortgage notes in 2014 using our liquid investments and debt financing unless the size of an acquisition leads us to consider issuing equity securities to fund some or all of such acquisition in order to maintain a relatively low level of debt in comparison to the value of our assets.

Critical Accounting Policies

See our most recent Annual Report on Form 10-K for a discussion of critical accounting policies including those concerning revenue recognition, our status as a REIT, principles of consolidation, evaluation of impairments and allocation of property acquisition costs.

In the first quarter of 2014, we elected early adoption of ASU 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, which is generally effective for public companies in periods beginning after December 15, 2014. ASU 2014-08 addresses concerns that too many small disposals that were recurring in nature qualified for discontinued operations presentation under the present standards. The impact of ASU 2014-08 is that only those disposals that represent a strategic shift which has a major effect on our operations and financial results will be reported as discontinued operations in our financial statements in future periods. Discontinued operations previously reported will not be affected by our early implementation of the new standard. Because application of this standard will result in financial statements with less disclosure related to same-store comparability, we anticipate that, when disposals are significant but not of strategic proportion, our discussion and analysis will appropriately evolve to address those issues.


25


Investment Highlights

Chancellor

On June 1, 2014, we acquired a 56-unit assisted living/memory care facility in Sacramento, California for $11,500,000 and leased the facility to Chancellor Health Care, LLC for an initial term of fifteen years, plus renewal options. The initial lease rate is 8.0% with fixed annual escalators. Because the facility was owner-occupied, we accounted for the acquisition as an asset purchase.

Prestige

In March 2014 we completed the purchase of 3 skilled nursing facilities in Oregon totaling 196 beds and a 105-unit assisted living facility in Idaho from Prestige Senior Living ("Prestige"). The purchase price includes $40,115,000 in cash and a commitment to fund contingent earn out payments up to a maximum of $6,390,000 based on the achievement of certain financial metrics as measured periodically through December 31, 2015. Because the facilities were owner-occupied, we accounted for the acquisition as an asset purchase. At acquisition, we estimated probable contingent payments of $3,000,000 to be likely and have, accordingly, reflected that amount in the Condensed Consolidated Balance Sheet. Contingent payments earned will be an addition to our investment in the properties when funded and will be included in the lease base.

We have leased the 4 facilities to Prestige with a 15-year term at an initial rate of 8.4% plus fixed annual escalators. In addition, at 2 of the Oregon facilities we have committed to invest $2,000,000 for capital improvements which are expected to be completed by June 30, 2015. This investment will be added to the basis on which the lease amount is calculated.

Significant Operators

We have three operators, Holiday Acquisition Holdings LLC (“Holiday”), National HealthCare Corporation (“NHC”) and Bickford Senior Living ("Bickford"), from whom we individually derive at least 10% of our income from operations.

Holiday

In December 2013 we acquired 25 independent living facilities from Holiday, an affiliate of Holiday Retirement. We have leased this portfolio to NH Master Tenant, LLC, a subsidiary of Holiday. Our tenant continues to operate the facilities pursuant to a management agreement with a Holiday-affiliated manager. The master lease term of 17 years began in December 2013 and provides for initial base rent of $31,915,000 plus annual escalators of 4.5% in the first 3 years and a minimum of 3.5% each year thereafter.

Of our total revenue from continuing operations, $10,954,000 (25%) and $21,908,000 (25%) was derived from Holiday for the three and six months ended June 30, 2014, respectively. Lease revenue from Holiday for the three and six months ended June 30, 2014 includes straight-line rent of $2,975,000 and $5,951,000, respectively.

NHC

As of June 30, 2014, we leased 42 health care facilities under two master leases to NHC, a publicly-held company and the lessee of our legacy properties. The facilities leased to NHC consist of 3 independent living facilities and 39 skilled nursing facilities (4 of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). These facilities are leased to NHC under the terms of an amended master lease agreement originally dated October 17, 1991 ("the 1991 lease") which includes our 35 remaining legacy properties and a master lease agreement dated August 30, 2013 ("the 2013 lease") which includes 7 skilled nursing facilities acquired from ElderTrust of Florida, Inc. on August 31, 2013.

The 1991 lease has been amended to extend the lease expiration to December 31, 2026. There are two additional 5-year renewal options, each at fair rental value of such leased property as negotiated between the parties and determined without including the value attributable to any improvements to the leased property voluntarily made by NHC at its expense. Under the terms of the 1991 lease, the base annual rental is $30,750,000 and rent escalates by 4% of the increase, if any, in each facility's revenue over a 2007 base year. The 2013 lease provides for a base annual rental of $3,450,000 and has a lease expiration of August 2028. Under the terms of the 2013 lease, rent escalates 4% of the increase in each facility's revenue over the 2014 base year. For both the 1991 lease and the 2013 lease, we refer to this additional rent component as “percentage rent.” During the last three years of the 2013 lease, NHC will have the option to purchase the facilities for $49,000,000.


26


The following table summarizes the percentage rent income from NHC (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Current year
$
573

 
$
568

 
$
1,139

 
$
1,136

Prior year final certification1

 

 
15

 
746

Total percentage rent income
$
573

 
$
568

 
$
1,154

 
$
1,882

1 For purposes of the percentage rent calculation described in the master lease Agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year.

Of our total revenue from continuing operations, $9,109,000 (21%) and $8,201,000 (30%) were derived from NHC for the three months ended June 30, 2014 and 2013, respectively, and $18,227,000 (21%) and $17,148,000 (32%) for the six months ended June 30, 2014 and 2013, respectively.

Bickford

As of June 30, 2014, we owned an 85% equity interest and an affiliate of Bickford owned a 15% equity interest in our consolidated subsidiary ("PropCo") which owns 29 assisted living/memory care facilities and also has 1 facility under construction. The facilities are leased to an operating company, ("OpCo"), in which we also retain an 85/15 ownership interest with an affiliate of Bickford, who controls the entity. This joint venture is structured to comply with the provisions of RIDEA.

For the stabilized portfolio of 27 properties, the current annual contractual rent from OpCo to PropCo is $19,108,000, plus fixed annual escalators. OpCo is continuing the lease-up of 2 assisted living facilities which opened in the fourth quarter of 2013. Under the terms of the current development lease agreement, PropCo receives rent from OpCo on the total amount of development costs, including land, which totaled $20,937,000 at June 30, 2014. Of these costs, $15,548,000 relate to the 2 facilities currently in lease-up. As of June 30, 2014, PropCo had purchased land and begun construction on one assisted living/memory care facility having a maximum cost of $9,000,000. Our costs incurred to date, including land, were $5,389,000. Once the facilities stabilize, an annual rental amount will be determined between the parties. Rent income received from the development projects was $671,000 and $295,000 for the six months ended June 30, 2014 and 2013, respectively. NHI has an exclusive right to Bickford's future acquisitions, development projects and refinancing transactions.

Of our total revenues from continuing operations, $5,202,000 (12%) and $2,093,000 (8%) were recognized as rental income from Bickford for the three months ended June 30, 2014 and 2013, respectively, and $10,465,000 (12%) and $4,174,000 (8%) for the six months ended June 30, 2014 and 2013, respectively.

As of June 30, 2014, the carrying value of our investment in the operating company, OpCo, was $9,704,000. The excess of the original purchase price over the fair value of identified tangible assets at acquisition of $8,986,000 is treated as implied goodwill and is subject to periodic review for impairment in conjunction with our equity method investment as a whole.

With PropCo’s acquisition of 17 properties leased or managed by Bickford in June 2013, an assignment was entered into whereby the operations of the 17 newly acquired facilities were conveyed by an affiliate of Bickford to OpCo. The transaction mandated the effective cut-off of operating revenues and expenses and the settlement of operating assets and liabilities at the acquisition date. Specified remaining net tangible assets were assigned to OpCo at the transferor's carryover basis resulting in an adjustment, through NHI's capital in excess of par value to our equity method investment in OpCo, of $817,000.

Unaudited summarized income statements for OpCo are presented below (in thousands):
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
 
2014
 
2013
 
2014
 
2013
Revenues
$
15,839

 
$
6,131

 
$
31,715

 
$
12,320

 
 
 
 
 
 
 
 
Operating expenses, including management fees
10,450

 
3,938

 
20,753

 
7,994

Lease expenses
5,202

 
2,093

 
10,465

 
4,174

Depreciation and amortization
125

 
18

 
250

 
45

Net Income
$
62

 
$
82

 
$
247

 
$
107


27


In July 2013 we extended a $9,200,000 loan to an affiliate of Bickford to fund a portion of their acquisition of six senior housing communities consisting of 342 units. The loan is guaranteed by principals of Bickford and has a two-year maturity plus a one-year extension option with 12% annual interest. As a result of this transaction and existing agreements governing our business relationship with Bickford, PropCo has acquired a $97,000,000 purchase option on the properties which is exercisable over the term of the loan.

In June 2014 we entered into a $500,000 revolving loan with our joint venture partner, an affiliate of Bickford, to fund pre-development expenses related to potential future projects. Interest is payable monthly at 10% and the note matures in August 2015. At June 30, 2014 the outstanding balance was $84,000.

Other Lease Activity

Our leases are typically structured as "triple net leases" on single-tenant properties having an initial leasehold term of 10 to 15 years with one or more 5-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations.

In May 2014 in exchange for a nineteen-month extension to September 2026, we have agreed to a rent adjustment on our White Pine Senior Living lease beginning in January 2015 which will result in decreased cash rent of approximately $33,000 per month over the original lease term ending February 2025.

Real Estate and Mortgage Write-downs

Our borrowers and tenants experience periods of significant financial pressures and difficulties similar to other health care providers. Governments at both the federal and state levels have enacted legislation to lower, or at least slow, the growth in payments to health care providers. Furthermore, the cost of professional liability insurance has increased significantly during this same period. Since inception, a number of our facility operators and mortgage loan borrowers have undergone bankruptcy. Others have been forced to surrender properties to us in lieu of foreclosure or, for certain periods, have failed to make timely payments on their obligations to us. We believe that the carrying amounts of our real estate properties are recoverable and that mortgage notes receivable are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make significant adjustments to these carrying amounts.

Potential Effects of Medicare Reimbursement

Our tenants who operate skilled nursing facilities receive a significant portion of their revenues from governmental payors, primarily Medicare (federal) and Medicaid (states). Changes in reimbursement rates and limits on the scope of services reimbursed to skilled nursing facilities could have a material impact on the operators' liquidity and financial condition. On May 1, 2014, the Centers for Medicare & Medicaid Services ("CMS") released a proposed rule outlining a 2% increase in their Medicare reimbursement for fiscal 2015 beginning on October 1, 2014. We currently estimate that our borrowers and lessees will be able to withstand this nominal Medicare increase due to their credit quality, profitability and their debt or lease coverage ratios, although no assurances can be given as to what the ultimate effect that similar Medicare increases on an annual basis would have on each of our borrowers and lessees. According to industry studies, state Medicaid funding is not expected to keep pace with inflation. Federal legislative policies have been adopted and continue to be proposed that would reduce Medicare and/or Medicaid payments to skilled nursing facilities. Accordingly, for the near-term, we are treating as cautionary the Federal Government’s recent re-commitment, after debating a ‘chained CPI’ indexing, to fully index Social Security to inflation. In this cautious approach, any near-term acquisitions of skilled nursing facilities are planned on a selective basis, with emphasis on operator quality and newer construction.

28


Results of Operations

The significant items affecting revenues and expenses are described below (in thousands):
 
Three Months Ended
 
 
 
 
 
June 30,
 
Period Change
 
2014
 
2013
 
$
 
%
Revenues:
 
 
 
 
 
 
 
Rental income
 
 
 
 
 
 
 
ILFs leased to an affiliate of Holiday Retirement
$
7,979

 
$

 
$
7,979

 
NM

ALFs leased to RIDEA joint venture with Bickford
5,089

 
2,084

 
3,005

 
144.2
 %
SNFs newly leased to NHC (7 ElderTrust facilities)
863

 

 
863

 
NM

3 SNFs and 1 ALF leased to Prestige Senior Living
845

 

 
845

 
NM

SNFs leased to Fundamental
1,388

 
940

 
448

 
47.7
 %
ALFs leased to Senior Living
1,224

 
911

 
313

 
34.4
 %
Other new and existing leases
19,670

 
18,738

 
932

 
5.0
 %
 
37,058

 
22,673

 
14,385

 
63.4
 %
Straight-line rent adjustments, new and existing leases
4,295

 
1,394

 
2,901

 
NM

Total Rental Income
41,353

 
24,067

 
17,286

 
71.8
 %
Interest income from mortgage and other notes
 
 
 
 
 
 
 
Bickford Senior Living
279

 

 
279

 
NM

ElderTrust

 
240

 
(240
)
 
NM

SeniorTrust

 
229

 
(229
)
 
NM

Other new and existing mortgages
1,469

 
1,503

 
(34
)
 
(2.3
)%
Total Interest Income from Mortgage and Other Notes
1,748

 
1,972

 
(224
)
 
(11.4
)%
Investment income and other
1,059

 
1,063

 
(4
)
 
(0.4
)%
Total Revenue
44,160

 
27,102

 
17,058

 
62.9
 %
Expenses:
 
 
 
 
 
 
 
Depreciation
 
 
 
 
 
 
 
ILFs leased to an affiliate of Holiday Retirement
3,229