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8-K - 8-K - NATIONAL HEALTH INVESTORS INCa8-k2014q3earningsrelease.htm
Exhibit 99



Contact: Roger R. Hopkins, Chief Accounting Officer
Phone: (615) 890-9100

NHI Announces Third Quarter 2014 Results


MURFREESBORO, Tenn. – (November 3, 2014) National Health Investors, Inc. (NYSE:NHI) announced today its Normalized Funds From Operations (“FFO”), its Normalized Adjusted Funds From Operations (“AFFO”), its Normalized Funds Available for Distribution ("FAD") and net income attributable to common stockholders for the three and nine months ended September 30, 2014.

Highlights
Normalized FFO per diluted common share increased by 9.4% over the same quarter in 2013; 15.4% year over year
Normalized AFFO per diluted common share increased by 4.4% over the same quarter in 2013; 8.9% year over year
Subsequent to quarter-end, announced $178 million in new investments consisting of two assisted living communities, and a $154.5 million financing of a continuing care retirement community anticipated to close by November 30, 2014; a total of $233 million in closed or announced investments for 2014 year-to-date.

Financial Results
Normalized FFO per diluted common share for the three months ended September 30, 2014 was $1.05, an increase of $0.09, or 9.4%, over the same period in the prior year. Normalized FFO per diluted common share for the nine months ended September 30, 2014, was $3.14, an increase of $0.42, or 15.4%, over the same period in the prior year.

Normalized AFFO per diluted common share for the three months ended September 30, 2014 was $0.94, an increase of $0.04, or 4.4%, over the same period in the prior year. Normalized AFFO per diluted common share for the nine months ended September 30, 2014 was $2.81, an increase of $0.23, or 8.9%, over the same period in the prior year.

Normalized FAD per diluted common share for the three months ended September 30, 2014 was $0.95, an increase of $0.04, or 4.4%, over the same period in the prior year. Normalized FAD for the nine months ended September 30, 2014, was $2.87, an increase of $0.21, or 7.9%, over the same period in the prior year.

FFO per diluted common share for the three months ended September 30, 2014, was $1.05, an increase of $0.02, or 1.9%, over the same period in the prior year. FFO per diluted common share for the nine months ended September 30, 2014, was $3.07, an increase of $0.44, or 16.7%, over the same period in the prior year.

Net income attributable to common stockholders per diluted common share for the three months ended September 30, 2014, was $0.76, a decrease of $0.77, or 50.3%, over the same period in the prior year. Net income attributable to common stockholders per diluted common share for the nine months ended September 30, 2014, was $2.24, a decrease of $0.57, or 20.3%, over the same period in the prior year. Net income for 2013 included the impact of gains and other income from discontinued operations.

Normalized FFO, Normalized AFFO and Normalized FAD for the nine months ended September 30, 2014 exclude $2,145,000 of debt issuance costs written off as a result of modifications and amendments to our unsecured credit facility.

See our Form 8-K dated May 5, 2014 which describes changes to these previously reported metrics as a result of our revised interpretation of FFO. FFO, as defined by the National Association of Real Estate Investment Trusts ("NAREIT") and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any.



NHI Reports Third Quarter 2014 Results
Page 2
November 3, 2014

We define Normalized FFO as FFO adjusted for infrequent or unpredictable items detailed in the reconciliations. We define Normalized AFFO as Normalized FFO excluding the effects of straight-line rent income, amortization of debt issuance costs and the non-cash amortization of the original issue discount of our unsecured convertible notes. We define Normalized FAD as Normalized AFFO excluding the effect of non-cash compensation expenses.

The reconciliation of net income attributable to common stockholders to our FFO, Normalized FFO, Normalized AFFO and Normalized FAD is included as a table to this press release and in supplemental data furnished on Form 8-K and is filed in our Form 10-Q with the Securities and Exchange Commission.

2014 Guidance
The Company has adjusted its current Normalized FFO guidance for 2014 to be in the range of $4.18 to $4.20 per diluted common share and Normalized AFFO to be in the range of $3.74 to $3.76 per diluted common share. The Company's guidance range for the full year 2014, with underlying assumptions and timing of certain transactions, is set forth and reconciled below:
 
Full-Year 2014 Range
 
Low
 
High
Net income per diluted share attributable to common stockholders
$
3.00

 
$
3.02

Plus: Depreciation
1.12

 
1.12

Plus: Debt issuance costs expensed due to credit facility modifications
.06

 
.06

Normalized FFO per diluted common share
$
4.18

 
$
4.20

Less: Straight-line rental income
(0.52
)
 
(0.52
)
Plus: Amortization of debt issuance costs
0.06

 
0.06

Plus: Amortization of original issue discount
0.02

 
0.02

Normalized AFFO per diluted common share
$
3.74

 
$
3.76


The Company’s guidance range reflects the existence of volatile economic conditions, but does not assume any material deterioration in tenant credit quality and/or performance of its portfolio. The guidance is based on a number of assumptions, many of which are outside the Company’s control and all of which are subject to change. The Company’s guidance may change if actual results vary from these assumptions.

Investor Conference Call and Webcast
NHI will host a conference call on Tuesday, November 4, 2014, at 9 a.m. ET, to discuss third quarter results. The number to call for this interactive teleconference is (212) 231-2900 with the confirmation number, 21737336. The live broadcast of NHI's second quarter conference call will be available online at www.nhireit.com. The online replay will follow shortly after the call and continue for approximately 90 days.

About National Health Investors
National Health Investors, Inc. (NYSE: NHI), a Maryland corporation incorporated and publicly listed in 1991, is a healthcare real estate investment trust (REIT) specializing in financing healthcare real estate by purchase and leaseback transactions, RIDEA transactions and by mortgage loans. NHI’s investments include senior housing (assisted living, memory care, independent living and senior living campuses), skilled nursing, medical office buildings and specialty hospitals. For more information, visit www.nhireit.com.

Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release. Investors are urged to carefully review and consider the various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Annual Report on Form 10-K for the most recently ended fiscal year. Copies of these filings are available at no cost on the SEC's web site at www.sec.gov or on NHI's web site at www.nhireit.com.



NHI Reports Third Quarter 2014 Results
Page 3
November 3, 2014

Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
Net income attributable to common stockholders
$
25,250

 
$
42,744

 
$
74,080

 
$
78,408

Elimination of certain non-cash items in net income:
 
 
 
 
 
 
 
Depreciation in continuing operations
9,596

 
5,565

 
28,373

 
14,204

Depreciation related to noncontrolling interest
(248
)
 
(226
)
 
(742
)
 
(401
)
Depreciation in discontinued operations

 
167

 

 
501

Net gain on sales of real estate

 
(19,370
)
 

 
(19,370
)
Funds from operations
$
34,598

 
$
28,880

 
101,711

 
73,342

Debt issuance costs expensed due to credit facility modifications

 

 
2,145

 
353

Acquisition costs under business combination accounting

 

 

 
208

Loan impairment and recoveries of previous write-downs

 
(2,061
)
 

 
1,976

Normalized FFO
$
34,598

 
$
26,819

 
103,856

 
75,879

Straight-line lease revenue, net
(4,203
)
 
(1,713
)
 
(12,692
)
 
(4,408
)
Straight-line lease revenue, net, related to noncontrolling interest
13

 

 
47

 

Amortization of original issue discount
252

 

 
530

 

Amortization of debt issuance costs
508

 
110

 
1,363

 
596

Normalized AFFO
31,168

 
25,216

 
93,104

 
72,067

Non-cash stock based compensation
223

 
253

 
1,796

 
2,086

Normalized FAD
31,391

 
25,469

 
$
94,900

 
$
74,153

 
 
 
 
 
 
 
 
BASIC
 
 
 
 
 
 
 
Weighted average common shares outstanding
33,055,992

 
27,876,176

 
33,053,386

 
27,872,805

FFO per common share
$
1.05

 
$
1.04

 
$
3.08

 
$
2.63

Normalized FFO per common share
$
1.05

 
$
.96

 
$
3.14

 
$
2.72

Normalized AFFO per common share
$
.94

 
$
.90

 
$
2.82

 
$
2.59

Normalized FAD per common share
$
.95

 
$
.91

 
$
2.87

 
$
2.66

 
 
 
 
 
 
 
 
DILUTED
 
 
 
 
 
 
 
Weighted average common shares outstanding
33,088,570

 
27,905,545

 
33,087,029

 
27,906,914

FFO per common share
$
1.05

 
$
1.03

 
$
3.07

 
$
2.63

Normalized FFO per common share
$
1.05

 
$
.96

 
$
3.14

 
$
2.72

Normalized AFFO per common share
$
.94

 
$
.90

 
$
2.81

 
$
2.58

Normalized FAD per common share
$
.95

 
$
.91

 
$
2.87

 
$
2.66


See Notes to Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD.

NOTE: FFO and Normalized FFO per diluted common share for the three months ended September 30, 2013 both differ by $.02, respectively, and for the nine months ended September 30, 2013 both differ by $.06, respectively, from the amounts previously reported as a result of our revised interpretation of the NAREIT definition of FFO. Normalized FAD per diluted common share for the nine months ended September 30, 2013 differs by $.02, from the amount previously reported as a result of changes we made to our definition of FAD. See our Form 8-K dated May 5, 2014 which describes these revisions.






NHI Reports Third Quarter 2014 Results
Page 4
November 3, 2014

Notes to Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD

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

Funds From Operations - FFO

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

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

Adjusted Funds From Operations - AFFO

In addition to the adjustments included in the calculation of normalized FFO, normalized AFFO excludes the impact of any straight-line rent revenue, amortization of the original issue discount on our convertible senior notes and amortization of debt issuance costs.

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

Funds Available for Distribution - FAD

In addition to the adjustments included in the calculation of normalized AFFO, normalized FAD excludes the impact of non-cash stock based compensation.

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



NHI Reports Third Quarter 2014 Results
Page 5
November 3, 2014

Condensed Statements of Income
 
 
 
 
 
 
 
(in thousands, except share and per share amounts)
 
 
 
 
 
 
 
 
Three Months Ended
 
Nine Months Ended
 
September 30,
 
September 30,
 
2014
 
2013
 
2014
 
2013
 
 
 
 
 
 
Revenues:
 
 
 
 
 
 
 
Rental income
$
41,669

 
$
27,873

 
$
123,335

 
$
76,045

Interest income from mortgage and other notes
1,754

 
1,936

 
5,258

 
5,877

Investment income and other
1,055

 
1,040

 
3,182

 
3,154

 
44,478

 
30,849

 
131,775

 
85,076

Expenses:
 
 
 
 
 
 
 
Depreciation
9,596

 
5,565

 
28,373

 
14,204

Interest, including amortization of debt discount and issuance costs
7,005

 
3,290

 
20,720

 
6,011

Legal
66

 
55

 
149

 
621

Franchise, excise and other taxes
78

 
80

 
790

 
316

General and administrative
2,164

 
1,757

 
6,948

 
7,171

Loan and realty losses (recoveries), net

 
(2,061
)
 

 
1,976

 
18,909

 
8,686

 
56,980

 
30,299

Income before equity-method investee, discontinued operations
 
 
 
 
 
 
 
and noncontrolling interest
25,569

 
22,163

 
74,795

 
54,777

Income from equity-method investee
(53
)
 
178

 
157

 
269

Income from continuing operations
25,516

 
22,341

 
74,952

 
55,046

Income from discontinued operations

 
20,709

 

 
24,026

Net income
25,516

 
43,050

 
74,952

 
79,072

Net income attributable to noncontrolling interest
(266
)
 
(306
)
 
(872
)
 
(664
)
Net income attributable to common stockholders
$
25,250

 
$
42,744

 
$
74,080

 
$
78,408

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 
 
 
 
 
 
 
Basic
33,055,992

 
27,876,176

 
33,053,386

 
27,872,805

Diluted
33,088,570

 
27,905,545

 
33,087,029

 
27,906,914

 
 
 
 
 
 
 
 
Earnings per common share:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations attributable to common stockholders
$
.76

 
$
.79

 
$
2.24

 
$
1.95

Discontinued operations

 
.74

 

 
.86

Net income attributable to common stockholders
$
.76

 
$
1.53

 
$
2.24

 
$
2.81

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

 
$
.79

 
$
2.24

 
$
1.95

Discontinued operations

 
.74

 

 
.86

Net income attributable to common stockholders
$
.76

 
$
1.53

 
$
2.24

 
$
2.81

 
 
 
 
 
 
 
 
Regular dividends declared per common share
$
.77

 
$
.735

 
$
2.31

 
$
2.17




NHI Reports Third Quarter 2014 Results
Page 6
November 3, 2014

Selected Balance Sheet Data
 
 
 
(in thousands)
 
 
 
 
September 30, 2014
 
December 31, 2013
 
 
 
 
Real estate properties, net
$
1,290,535

 
$
1,247,740

Mortgage and other notes receivable, net
60,728

 
60,639

Investment in preferred stock, at cost
38,132

 
38,132

Cash and cash equivalents
3,559

 
11,312

Marketable securities
13,275

 
12,650

Straight-line rent receivable
31,383

 
18,691

Equity-method investment and other assets
50,556

 
66,656

Debt
640,963

 
617,080

National Health Investors Stockholders' equity
771,123

 
766,546