NATIONAL HEALTH INVESTORS INC - Quarter Report: 2023 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||||||||||||||||
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||||||||||
| For the quarterly period ended | March 31, 2023 | ||||||||||||||||
| ☐ | 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) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, $0.01 par value | NHI | New York Stock Exchange | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||||||||
| Emerging growth company | ☐ | ||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
There were 43,388,742 shares of common stock outstanding of the registrant as of May 2, 2023.
Table of Contents
| Page | |||||
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)
| March 31, 2023 | December 31, 2022 | ||||||||||
| (unaudited) | |||||||||||
| Assets: | |||||||||||
| Real estate properties: | |||||||||||
| Land | $ | 181,949 | $ | 177,527 | |||||||
| Buildings and improvements | 2,604,742 | 2,549,019 | |||||||||
| Construction in progress | 3,924 | 3,352 | |||||||||
| 2,790,615 | 2,729,898 | ||||||||||
| Less accumulated depreciation | (625,743) | (611,688) | |||||||||
| Real estate properties, net | 2,164,872 | 2,118,210 | |||||||||
Mortgage and other notes receivable, net of reserve of $14,964 and $15,338, respectively | 219,942 | 233,141 | |||||||||
| Cash and cash equivalents | 13,875 | 19,291 | |||||||||
| Straight-line rent receivable | 79,103 | 76,895 | |||||||||
| Assets held for sale, net | 26,670 | 43,302 | |||||||||
| Other assets, net | 28,768 | 16,585 | |||||||||
| Total Assets | $ | 2,533,230 | $ | 2,507,424 | |||||||
| Liabilities and Stockholders’ Equity: | |||||||||||
| Debt | $ | 1,176,014 | $ | 1,147,511 | |||||||
| Accounts payable and accrued expenses | 24,626 | 25,905 | |||||||||
| Dividends payable | 39,050 | 39,050 | |||||||||
| Deferred income | 4,944 | 5,052 | |||||||||
| Total Liabilities | 1,244,634 | 1,217,518 | |||||||||
| Commitments and contingencies | |||||||||||
| Redeemable noncontrolling interest | 9,520 | 9,825 | |||||||||
| National Health Investors, Inc. Stockholders’ Equity: | |||||||||||
Common stock, $0.01 par value, 100,000,000 shares authorized; | |||||||||||
43,388,742 shares issued and outstanding | 434 | 434 | |||||||||
| Capital in excess of par value | 1,601,257 | 1,599,427 | |||||||||
| Retained earnings | 2,365,674 | 2,331,190 | |||||||||
| Cumulative dividends | (2,699,876) | (2,660,826) | |||||||||
| Total National Health Investors, Inc. Stockholders’ Equity | 1,267,489 | 1,270,225 | |||||||||
| Noncontrolling interests | 11,587 | 9,856 | |||||||||
| Total Equity | 1,279,076 | 1,280,081 | |||||||||
| Total Liabilities and Equity | $ | 2,533,230 | $ | 2,507,424 | |||||||
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, 2022 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 | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (unaudited) | |||||||||||
| Revenues: | |||||||||||
| Rental income | $ | 65,299 | $ | 64,559 | |||||||
| Resident fees and services | 11,700 | — | |||||||||
| Interest income and other | 5,389 | 6,768 | |||||||||
| 82,388 | 71,327 | ||||||||||
| Expenses: | |||||||||||
| Depreciation | 17,617 | 18,272 | |||||||||
| Interest | 14,027 | 10,198 | |||||||||
| Senior housing operating expenses | 9,799 | — | |||||||||
| Legal | 122 | 1,827 | |||||||||
| Franchise, excise and other taxes | 183 | 244 | |||||||||
| General and administrative | 5,653 | 8,101 | |||||||||
| Taxes and insurance on leased properties | 2,619 | 3,038 | |||||||||
| Loan and realty (gains) losses | (418) | 24,528 | |||||||||
| 49,602 | 66,208 | ||||||||||
| Gains on sales of real estate, net | 1,397 | 2,981 | |||||||||
| Loss on early retirement of debt | — | (151) | |||||||||
| Gains from equity method investment | — | 297 | |||||||||
| Net income | 34,183 | 8,246 | |||||||||
| Less: net loss attributable to noncontrolling interests | 301 | 153 | |||||||||
| Net income attributable to common stockholders | $ | 34,484 | $ | 8,399 | |||||||
| Weighted average common shares outstanding: | |||||||||||
| Basic | 43,388,742 | 45,850,686 | |||||||||
| Diluted | 43,391,429 | 45,851,061 | |||||||||
| Earnings per common share: | |||||||||||
| Net income attributable to common stockholders - basic | $ | 0.79 | $ | 0.18 | |||||||
| Net income attributable to common stockholders - diluted | $ | 0.79 | $ | 0.18 | |||||||
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 CASH FLOWS
(in thousands)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
(unaudited) | |||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 34,183 | $ | 8,246 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 17,617 | 18,272 | |||||||||
| Amortization of debt issuance costs, debt discounts and prepaids | 1,048 | 1,087 | |||||||||
| Amortization of commitment fees and note receivable discounts | (148) | (120) | |||||||||
| Amortization of lease incentives | 299 | 252 | |||||||||
| Straight-line rent adjustments | (2,097) | (1,079) | |||||||||
| Non-cash rental income | (2,500) | — | |||||||||
| Non-cash interest income on mortgage and other notes receivable | (376) | (880) | |||||||||
| Non-cash lease deposit liability recognized as rental income | — | (8,838) | |||||||||
| Gains on sales of real estate, net | (1,397) | (2,981) | |||||||||
| Gains from equity method investment | — | (297) | |||||||||
| Loss on early retirement of debt | — | 151 | |||||||||
| Loan and realty (gains) losses | (418) | 24,528 | |||||||||
| Payment of lease incentive | (10,000) | — | |||||||||
| Non-cash share-based compensation | 2,105 | 5,083 | |||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Other assets | (3,772) | (107) | |||||||||
| Accounts payable and accrued expenses | (3,277) | (4,252) | |||||||||
| Deferred income | (219) | (385) | |||||||||
| Net cash provided by operating activities | 31,048 | 38,680 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investments in mortgage and other notes receivable | (7,219) | (16,350) | |||||||||
| Collections of mortgage and other notes receivable | 7,211 | 988 | |||||||||
| Acquisitions of real estate | (38,081) | — | |||||||||
| Proceeds from sales of real estate | 10,201 | 13,170 | |||||||||
| Investments in existing real estate | (2,133) | (165) | |||||||||
| Distributions from equity method investment | 2,500 | 297 | |||||||||
| Net cash used in investing activities | (27,521) | (2,060) | |||||||||
| Cash flows from financing activities: | |||||||||||
| Proceeds from revolving credit facility | 192,000 | 85,000 | |||||||||
| Payments on revolving credit facility | (19,000) | — | |||||||||
| Payments on term loans | (145,103) | (75,098) | |||||||||
| Debt issuance costs | — | (4,535) | |||||||||
| Distributions to noncontrolling interests | (363) | (271) | |||||||||
| Dividends paid to stockholders | (39,050) | (41,266) | |||||||||
| Taxes remitted on employee stock awards | — | (7) | |||||||||
| Proceeds from noncontrolling interest | 2,000 | — | |||||||||
| Net cash used in financing activities | (9,516) | (36,177) | |||||||||
| (Decrease) increase in cash and cash equivalents and restricted cash | (5,989) | 443 | |||||||||
| Cash and cash equivalents and restricted cash, beginning of period | 21,516 | 39,485 | |||||||||
| Cash and cash equivalents and restricted cash, end of period | $ | 15,527 | $ | 39,928 | |||||||
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 (CONTINUED)
(in thousands)
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| (unaudited) | |||||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Interest paid, net of amounts capitalized | $ | 15,878 | $ | 12,920 | |||||||
| Supplemental disclosure of non-cash investing and financing activities: | |||||||||||
| Real estate acquired in exchange for mortgage notes receivable | $ | 14,200 | $ | — | |||||||
| Change in other assets related to sales of real estate | $ | — | $ | (33) | |||||||
| Change in accounts payable related to investments in real estate construction | $ | 20 | $ | — | |||||||
| Change in accounts payable related to renovations of existing real estate | $ | — | $ | (219) | |||||||
| Change in accounts payable related to distributions to noncontrolling interests | $ | 90 | $ | (28) | |||||||
| Reclassification of prepaid equity issuance costs to capital in excess of par value | $ | 275 | $ | — | |||||||
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 EQUITY
(unaudited, in thousands, except share and per share amounts)
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Cumulative Dividends | Total National Health Investors, Inc. Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2022 | 43,388,742 | $ | 434 | $ | 1,599,427 | $ | 2,331,190 | $ | (2,660,826) | $ | 1,270,225 | $ | 9,856 | $ | 1,280,081 | ||||||||||||||||||||||||||||||||
| Noncontrolling interest capital contribution | — | — | — | — | — | — | 2,000 | 2,000 | |||||||||||||||||||||||||||||||||||||||
| Distributions declared to noncontrolling interests | — | — | — | — | — | — | (273) | (273) | |||||||||||||||||||||||||||||||||||||||
Net income, excluding a loss of $305 attributable to redeemable noncontrolling interest | — | — | — | 34,484 | — | 34,484 | 4 | 34,488 | |||||||||||||||||||||||||||||||||||||||
| Equity issuance costs | — | — | (275) | — | — | (275) | — | (275) | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 2,105 | — | — | 2,105 | — | 2,105 | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.90 per common share | — | — | — | — | (39,050) | (39,050) | — | (39,050) | |||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2023 | 43,388,742 | $ | 434 | $ | 1,601,257 | $ | 2,365,674 | $ | (2,699,876) | $ | 1,267,489 | $ | 11,587 | $ | 1,279,076 | ||||||||||||||||||||||||||||||||
| Common Stock | Capital in Excess of Par Value | Retained Earnings | Cumulative Dividends | Total National Health Investors Stockholders’ Equity | Noncontrolling Interests | Total Equity | |||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||||||||
| Balances at December 31, 2021 | 45,850,599 | $ | 459 | $ | 1,591,182 | $ | 2,416,713 | $ | (2,501,271) | $ | 1,507,083 | $ | 9,900 | $ | 1,516,983 | ||||||||||||||||||||||||||||||||
| Distributions declared to noncontrolling interests | — | — | — | — | — | — | (243) | (243) | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | 8,399 | — | 8,399 | (153) | 8,246 | |||||||||||||||||||||||||||||||||||||||
| Taxes remitted on employee stock awards | — | — | (7) | — | — | (7) | — | (7) | |||||||||||||||||||||||||||||||||||||||
| Shares issued on stock options exercised | 269 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 5,083 | — | — | 5,083 | — | 5,083 | |||||||||||||||||||||||||||||||||||||||
Dividends declared, $0.90 per common share | — | — | — | — | (41,265) | (41,265) | — | (41,265) | |||||||||||||||||||||||||||||||||||||||
| Balances at March 31, 2022 | 45,850,868 | $ | 459 | $ | 1,596,258 | $ | 2,425,112 | $ | (2,542,536) | $ | 1,479,293 | $ | 9,504 | $ | 1,488,797 | ||||||||||||||||||||||||||||||||
The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.
7
NATIONAL HEALTH INVESTORS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2023
(unaudited)
Note 1. Organization and Nature of Business
National Health Investors, Inc. (“NHI,” the “Company,” “we,” “us,” or “our”), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”) specializing in sale-leaseback, joint venture and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and Senior Housing Operating Portfolio (“SHOP”). Our Real Estate Investments segment consists of real estate investments and leases, mortgages and other notes receivable in independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and a hospital (“HOSP”). As of March 31, 2023, we had gross investments of approximately $2.4 billion in 164 health care real estate properties located in 31 states and leased pursuant primarily to triple-net leases to 25 tenants consisting of 98 senior housing communities, 65 SNFs and one HOSP, excluding ten properties classified as assets held for sale. Our portfolio of 14 mortgages along with other notes receivable totaled $234.9 million, excluding an allowance for expected credit losses of $15.0 million, as of March 31, 2023.
Our SHOP segment is comprised of two ventures that own the operations of ILFs. As of March 31, 2023, we had gross investments of approximately $339.1 million in 15 properties with a combined 1,734 units located in eight states that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements that commenced April 1, 2022. The third-party managers, or related parties of the managers, own equity interests in the respective ventures.
Note 2. Basis of Presentation and Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, 2022, included in our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”).
Principles of Consolidation
The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, joint ventures and subsidiaries in which we have a controlling interest. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if the Company is deemed to be the primary beneficiary of such entities. All material intercompany transactions and balances are eliminated in consolidation.
Effective April 1, 2022 and at March 31, 2023, our consolidated total assets and liabilities include two consolidated ventures comprising our SHOP activities, each formed with a separate partner - Merrill Gardens, L.L.C. (“Merrill”) and DSHI NHI Holiday LLC (the “Discovery member”), a related party of Discovery Senior Living (“Discovery”). We consider both ventures to be VIEs as the members of each, as a group, lack the characteristics of a controlling financial interest. We are deemed to be the primary beneficiary because we have the ability to control the activities that most significantly impact each VIE’s economic performance. The assets of the ventures primarily consist of real estate properties, cash and cash equivalents, and resident fees and services (accounts receivable). Their obligations primarily consist of operating expenses of the ILFs (accounts payable and accrued expenses) and capital expenditures for the properties. Aggregate assets of the consolidated SHOP ventures that can be used only to settle obligations of each respective SHOP venture primarily include approximately $259.4 million of real estate properties, net, $5.0 million of cash and cash equivalents, $2.7 million of prepaid expenses and other, and $0.4 million of accounts receivable, net. Liabilities of the consolidated SHOP ventures for which creditors do not have recourse to the general credit of the Company are not material. Reference Notes 5 and 10 for further discussion of these ventures.
8
We also consolidate two real estate partnerships formed with our partners, Discovery Senior Housing Investor XXIV, LLC, a related party of Discovery, and LCS Timber Ridge LLC (“LCS”), to invest in senior housing facilities. We consider both partnerships to be VIEs, as either the members, as a group, lack the characteristics of a controlling financial interest or the total equity at risk is insufficient to finance activities without additional subordinated financial support. NHI directs the activities that most significantly impact economic performance of these ventures, subject to limited protective rights extended to our partners for specified business decisions. Because of our control of these partnerships, we include their assets, liabilities, noncontrolling interests and operations in our condensed consolidated financial statements.
We use the equity method of accounting when we own an interest in an entity whereby we can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. Reference Note 6 for further discussion of our equity method investment.
We structured our Timber Ridge OpCo, LLC (“Timber Ridge OpCo”) investment to be compliant with the provisions of the REIT Investment Diversification Empowerment Act of 2007 which permits us to receive rent payments through a triple-net lease between a property company and an operating company and allows us to receive distributions from the operating company to a taxable REIT subsidiary (“TRS”). Our TRS holds our equity interests in unconsolidated operating companies thus providing an organizational structure that allows the TRS to engage in a broad range of activities and share in revenues that are otherwise non-qualifying income under the REIT gross income tests.
At March 31, 2023, we held interests in nine unconsolidated VIEs, and, because we lack either directly or through related parties the power to direct the activities that most significantly impact their economic performance, we have concluded that the Company is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at either amortized cost or net realizable value for straight-line rent receivables, excluding our investment accounted for under the equity method.
The Company’s unconsolidated VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below ($ in thousands).
| Date | Name | Source of Exposure | Carrying Amount | Maximum Exposure to Loss | Note Reference | ||||||||||||
| 2014 | Senior Living Communities | Notes and straight-line receivable | $ | 91,523 | $ | 94,023 | Notes 3, 4 | ||||||||||
| 2016 | Senior Living Management | Notes | $ | 24,500 | $ | 24,500 | — | ||||||||||
| 2018 | Bickford Senior Living | Notes and funding commitment | $ | 17,156 | $ | 30,125 | Notes 3, 4 | ||||||||||
| 2019 | Encore Senior Living | Various1 | $ | 44,780 | $ | 55,726 | Notes 3, 4 | ||||||||||
| 2020 | Timber Ridge OpCo | Various2 | $ | 3,287 | $ | 8,287 | Notes 6, 7 | ||||||||||
| 2020 | Watermark Retirement | Notes and straight-line receivable | $ | 7,580 | $ | 11,104 | — | ||||||||||
| 2021 | Montecito Medical Real Estate | Notes and funding commitment | $ | 20,383 | $ | 50,128 | Note 4 | ||||||||||
| 2021 | Vizion Health | Notes and straight-line receivable | $ | 19,330 | $ | 21,330 | — | ||||||||||
| 2021 | Navion Senior Solutions | Various3 | $ | 9,351 | $ | 13,926 | — | ||||||||||
1 Notes, straight-line rent receivables, and lease receivables
2 Loan commitment, equity method investment, straight-line rent receivables and unamortized lease incentive
3 Notes, loan commitments, straight-line rent receivables, and unamortized lease incentive
We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs, and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amount of our commitments, as shown above and discussed in the notes. Economic loss on a lease, in excess of what is presented in the table above, if any, would be limited to that resulting from any period of non-payment of rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease to a new tenant. The potential extent of such loss would be dependent upon individual facts and circumstances, and is therefore not included in the table above.
In the future, NHI may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenant and operator of the properties and might be required to consolidate the financial position and results of operations of the tenants or borrowers into our condensed consolidated financial statements.
9
Noncontrolling Interests
Contingently redeemable noncontrolling interests are recorded at their initial carrying amounts upon issuance and are subsequently adjusted to reflect their share of gains or losses and distributions attributable to the noncontrolling interests. In periods where they are or will become probable of redemption, an adjustment to the redemption value of the noncontrolling interests is also recognized through “Capital in excess of par value” on the Company’s Consolidated Balance Sheets and included in our computation of earnings per share. As of March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10.
We consolidate the real estate partnerships formed with Discovery in June 2019 and LCS in January 2020, both of which invest in senior housing facilities. The noncontrolling interests associated with these two consolidated real estate partnerships and our Discovery member SHOP venture were classified in equity as of March 31, 2023.
Cash and Cash Equivalents and Restricted Cash
Cash equivalents consist of all highly liquid investments with an original maturity of three months or less. Restricted cash includes amounts required to be held on deposit or subject to an agreement (e.g., with a qualified intermediary subject to an Internal Revenue Code Section 1031 exchange agreement or in accordance with agency agreements governing our mortgages).
The following table sets forth our “Cash and cash equivalents and restricted cash” reported within the Company’s Condensed Consolidated Statements of Cash Flows ($ in thousands):
| March 31, 2023 | March 31, 2022 | ||||||||||
| Beginning of period: | |||||||||||
| Cash and cash equivalents | $ | 19,291 | $ | 37,412 | |||||||
| Restricted cash (included in Other assets, net) | 2,225 | 2,073 | |||||||||
| Cash, cash equivalents, and restricted cash | $ | 21,516 | $ | 39,485 | |||||||
| End of period: | |||||||||||
| Cash and cash equivalents | $ | 13,875 | $ | 36,121 | |||||||
| Restricted cash (included in Other assets, net) | 1,652 | 3,807 | |||||||||
| Cash, cash equivalents, and restricted cash | $ | 15,527 | $ | 39,928 | |||||||
Concentration of Credit Risks
Our credit risks primarily relate to cash and cash equivalents and investments in mortgage and other notes receivable. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses in such accounts. Our mortgages and other notes receivable consist primarily of secured loans on facilities.
Our financial instruments, principally our investments in notes receivable, are subject to the possibility of loss of the carrying values as a result of the failure of other parties to perform according to their contractual obligations which may make the instruments less valuable. We obtain collateral in the form of mortgage liens and other protective rights for notes receivable and continually monitor these rights in order to reduce such possibilities of loss. We evaluate the need to provide for reserves for potential losses on our financial instruments based on management’s periodic review of our portfolio on an instrument-by-instrument basis.
Assets Held for Sale
We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we anticipate the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated transaction costs. Depreciation and amortization of the property are discontinued. If a property subsequently no longer meets the criteria to be classified as held for
10
sale, it is reclassified as held and used and measured at the lower of i) its original carrying amount before the asset was classified as held for sale, adjusted for any depreciation expense not recognized while it was classified as held for sale, and ii) its fair value.
Impairment of Long-Lived Assets
We evaluate the recoverability of the carrying amount of our long-lived assets when events or circumstances, including significant physical changes, significant adverse changes in general economic conditions or significant deterioration of the underlying cash flows of the long-lived assets, indicate that the carrying amount of the long-lived assets may not be recoverable. The need to recognize an impairment charge is based on estimated undiscounted future cash flows compared to the carrying amount. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the property exceeds the estimated fair value of the long-lived asset.
During the three months ended March 31, 2023 and 2022, we recognized impairment charges of approximately $0.3 million and $24.6 million, respectively, included in “Loan and realty (gains) losses” in our Condensed Consolidated Statements of Income. Reference Note 3 for more discussion.
Revenue Recognition
Rental Income - Our leases generally provide for rent escalators throughout the term of the lease. Base rental income is recognized using the straight-line method over the term of the lease to the extent that lease payments are considered collectible and the lease provides for specific contractual escalators. Under certain leases, we receive additional contingent rent, which is calculated on the increase in revenues of the tenant over a base year or base quarter. We recognize contingent rent annually or quarterly based on the actual revenues of the tenant once the target threshold has been achieved. Lease payments that depend on a factor directly related to future use of the property, such as an increase in annual revenues over a base year, are considered to be contingent rentals and are excluded from the schedule of minimum lease payments.
The Company reviews its operating lease receivables for collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in which the tenant operates and economic conditions in the area where the property is located. In the event that collectability with respect to any tenant is not probable, a direct write-off of the receivable is made as an adjustment to rental income and any future rental revenue is recognized only when the tenant makes a rental payment.
As of March 31, 2023, we had three tenants, including Bickford Senior Living (“Bickford”) on the cash basis of revenue recognition for their lease arrangements. Reference Note 3 for further discussion.
Resident Fees and Services - Resident fee revenue associated with our SHOP activities is recognized as the related performance obligations are satisfied and includes resident room charges, community fees and other resident charges.
Residency agreements are generally short term (30 days to one year), and entitle the resident to certain room and care services for a monthly fee billed in advance. Revenue for certain related services is billed monthly in arrears. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases, not to separate the lease and nonlease components within our resident agreements as the timing and pattern of transfer to the resident are the same. The Company has determined that the nonlease component is the predominant component within the contract and will recognize revenue under ASC 606, Revenue Recognition from Contracts with Customers.
Interest Income from Mortgage and Other Notes Receivable
Interest income is recognized based on the interest rates and principal amounts outstanding on the notes receivable. We identify a mortgage loan as non-performing if a required payment is not received within 30 days of the date it is due and a borrower’s current financial condition indicates a probability it cannot pay its current contractual amounts. A non-performing loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms. As of March 31, 2023, we have a mortgage note receivable and a mezzanine loan totaling an aggregate of $24.5 million with affiliates of one operator/borrower designated as non-performing.
11
Income Taxes
We intend at all times to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we will generally not be subject to U.S. federal income tax, provided that we continue to qualify as a REIT and make distributions to stockholders equal to or in excess of 90% our taxable income. Certain activities that we undertake may be conducted by entities that have elected to be treated as TRSs. TRSs are subject to federal, state, and local income taxes. Accordingly, a provision for income taxes has been made in the condensed consolidated financial statements. A failure to qualify under the applicable REIT qualification rules and regulations would have a material adverse impact on our financial position, results of operations and cash flows.
Segments
We operate our business through two reportable segments: Real Estate Investments and SHOP. In our Real Estate Investments segment, we invest in (i) senior housing and healthcare real estate and lease those properties to healthcare operating companies under primarily triple-net leases that obligate tenants to pay all property-related expenses and (ii) mortgage and other notes receivable throughout the United States. Our SHOP segment is comprised of the operations of 15 ILFs located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. Reference Notes 5 and 15 for additional information.
Reclassifications
In prior years, the Company presented "Cumulative dividends in excess of net income" as a single line item on the Consolidated Balance Sheets and Consolidated Statements of Equity. Beginning January 1, 2023, the Company separated this line item into two components, "Retained earnings" and "Cumulative dividends," and reclassified prior year information to conform to the current period presentation.
Note 3. Investment Activity
Asset Acquisitions
Since January 1, 2023, we have completed the following real estate investments ($ in thousands):
| Operator | Date | Properties | Asset Class | Land | Building and Improvements | Total | ||||||||||||||||||||||||||||||||
| Silverado Senior Living | Q1 2023 | 2 | ALF | $ | 3,894 | $ | 33,599 | $ | 37,493 | |||||||||||||||||||||||||||||
| Bickford | Q1 2023 | 1 | ALF | 1,746 | 15,542 | 17,288 | ||||||||||||||||||||||||||||||||
| $ | 5,640 | $ | 49,141 | $ | 54,781 | |||||||||||||||||||||||||||||||||
In February 2023, we acquired two memory care communities operated by Silverado Senior Living for approximately $37.5 million. The newly developed properties opened in 2022 and include a 60-unit community in Summerlin, Nevada and a 60-unit community in Frederick, Maryland. They are leased pursuant to 20-year leases with a first-year lease rate of 7.5% and annual escalators of 2.0%.
In February 2023, we also acquired a 64-unit assisted living and memory care community in Chesapeake, Virginia from Bickford. The acquisition price was $17.3 million, including the satisfaction of an outstanding construction note receivable of $14.2 million including interest, cash consideration of $0.5 million and approximately $0.1 million in closing costs. The acquisition price also included a reduction of $2.5 million in Bickford’s outstanding pandemic-related deferrals that has been recognized in “Rental income.” We added the community to an existing master lease with Bickford at an initial rate of 8.0%.
Asset Dispositions
During the three months ended March 31, 2023, we completed the following dispositions of real estate properties within our Real Estate Investments portfolio as described below ($ in thousands):
12
| Operator | Date | Properties1 | Asset Class | Net Proceeds | Net Real Estate Investment | Gain | Impairment2 | |||||||||||||||||||||||||||||||||||||
BAKA Enterprises, LLC3 | Q1 2023 | 1 | ALF | $ | 7,478 | $ | 7,505 | $ | — | $ | (27) | |||||||||||||||||||||||||||||||||
| Bickford Senior Living | Q1 2023 | 1 | ALF | 2,553 | 1,421 | 1,132 | — | |||||||||||||||||||||||||||||||||||||
| $ | 10,031 | $ | 8,926 | $ | 1,132 | $ | (27) | |||||||||||||||||||||||||||||||||||||
1 Assets were previously classified as “Assets held for sale” in the Consolidated Balance Sheet at December 31, 2022.
2 Impairments are included in “Loan and realty (gains) losses” in the Condensed Consolidated Statement of Income for the three months ended March 31, 2023.
3 Total impairment charges previously recognized on this property were $7.8 million.
Assets Held for Sale and Long-Lived Assets
The following is a summary of our assets held for sale ($ in thousands):
| As of | As of | |||||||||||||
| March 31, 2023 | December 31, 2022 | |||||||||||||
| Number of properties | 10 | 13 | ||||||||||||
| Real estate, net | $26,670 | $43,302 | ||||||||||||
Rental income associated with assets held for sale totaled $1.5 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of $12.3 million, were reclassified as held for use.
During the three months ended March 31, 2023, we recorded impairment charges of approximately $0.3 million on three properties which were sold or classified as held for sale related to our Real Estate Investments portfolio. The impairment charges are included in “Loan and realty (gains) losses” in the Condensed Consolidated Statements of Income.
We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as held for sale, to estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties and/or broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs).
Second Quarter 2023 Dispositions
During the second quarter of 2023, we sold three ALFs located in Oregon in two transactions for approximately $5.7 million in cash consideration, net of transaction costs and $0.6 million of seller financing on one of the transactions. The properties were classified in assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2023 with an aggregate book value of $5.9 million. Prior impairment charges recognized on the properties totaled $3.7 million.
Tenant Concentration
The following table contains information regarding concentration in our Real Estate Investments portfolio for tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $339.1 million in assets for the SHOP segment ($ in thousands):
13
| as of March 31, 2023 | Revenues1 | |||||||||||||||||||||||||||||||||||||
| Asset | Gross Real | Notes | Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Class | Estate2 | Receivable | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Senior Living Communities, LLC (“Senior Living”) | EFC | $ | 573,631 | $ | 50,200 | $ | 12,833 | 16% | $ | 12,751 | 18% | |||||||||||||||||||||||||||
| National HealthCare Corporation (“NHC”) | SNF | 133,770 | — | 9,807 | 12% | 9,189 | 13% | |||||||||||||||||||||||||||||||
| Bickford | ALF | 430,217 | 16,921 | 11,162 | 14% | 7,038 | 10% | |||||||||||||||||||||||||||||||
Holiday Retirement3 | ILF | — | — | N/A | N/A | 9,797 | 14% | |||||||||||||||||||||||||||||||
| All others, net | Various | 1,311,316 | 167,785 | 34,267 | 41% | 29,514 | 41% | |||||||||||||||||||||||||||||||
| Escrow funds received from tenants | ||||||||||||||||||||||||||||||||||||||
| for property operating expenses | Various | — | — | 2,619 | 3% | 3,038 | 4% | |||||||||||||||||||||||||||||||
| $ | 2,448,934 | $ | 234,906 | 70,688 | 71,327 | |||||||||||||||||||||||||||||||||
Resident fees and services4 | 11,700 | 14% | N/A | —% | ||||||||||||||||||||||||||||||||||
| $ | 82,388 | $ | 71,327 | |||||||||||||||||||||||||||||||||||
1 Includes interest income on notes receivable and rental income from properties classified as held for sale.
2 Amounts include any properties classified as held for sale.
3 Revenues include a lease deposit recognized as rental income in the three months ended March 31, 2022.
4 There is no tenant concentration in resident fees and services because these agreements are with individual residents.
At March 31, 2023, the two states in which we had an investment concentration of 10% or more were South Carolina (11.8%) and Texas (10.5%).
Senior Living
As of March 31, 2023, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.3) million and $0.1 million from Senior Living for the three months ended March 31, 2023 and 2022, respectively.
NHC Percentage Rent
Under the terms of our lease with NHC, rent escalates by 4% of the increase, if any, in each of the facility’s revenue over a base year and is referred to as percentage rent. The following table summarizes the percentage rent income from NHC ($ in thousands):
| Three Months Ended March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Current year | $ | 965 | $ | 843 | |||||||
Prior year final certification1 | 630 | (206) | |||||||||
| Total percentage rent income | $ | 1,595 | $ | 637 | |||||||
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.
Two of our board members, including our chairman, are also members of NHC’s board of directors.
Bickford Senior Living
As of March 31, 2023, we leased 39 facilities under four leases to Bickford. During the three months ended March 31, 2023, we did not provide any lease concessions to Bickford. Revenues from Bickford for the three months ended March 31, 2022, reflect the impact of pandemic-related rent concessions of approximately $5.5 million.
14
During the first quarter of 2023, Bickford repaid $0.2 million of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million in connection with the acquisition of the ALF located in Chesapeake, Virginia. As of March 31, 2023, Bickford’s outstanding pandemic-related deferrals were $20.1 million.
Cash Basis Operators
We placed Bickford on cash basis of revenue recognition during the second quarter of 2022, based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. Cash rent received from Bickford for the three months ended March 31, 2023 was $7.8 million, which excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed above.
We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with these tenants totaled $4.0 million for the three months ended March 31, 2023.
Tenant Purchase Options
Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At March 31, 2023, we had tenant purchase options on three properties with an aggregate net investment of $59.7 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively.
We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties.
Future Minimum Base Rent
Future minimum lease payments to be received by us under our operating leases at March 31, 2023, are as follows ($ in thousands):
| Remainder of 2023 | $ | 171,434 | |||
| 2024 | 239,886 | ||||
| 2025 | 243,414 | ||||
| 2026 | 250,071 | ||||
| 2027 | 208,445 | ||||
| 2028 | 202,028 | ||||
| Thereafter | 663,295 | ||||
| $ | 1,978,573 | ||||
Variable Lease Payments
Most of our existing leases contain annual escalators in rent payments. Some of our leases contain escalators that are determined annually based on a variable index or other factors that are indeterminable at the inception of the lease. The table below indicates the revenue recognized as a result of fixed and variable lease escalators ($ in thousands):
15
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Lease payments based on fixed escalators, net of deferrals | $ | 58,937 | $ | 59,508 | |||||||
| Lease payments based on variable escalators | 1,945 | 1,186 | |||||||||
| Straight-line rent income, net of write-offs | 2,097 | 1,079 | |||||||||
| Escrow funds received from tenants for property operating expenses | 2,619 | 3,038 | |||||||||
| Amortization of lease incentives | (299) | (252) | |||||||||
| Rental income | $ | 65,299 | $ | 64,559 | |||||||
Note 4. Mortgage and Other Notes Receivable
At March 31, 2023, our investments in mortgage notes receivable totaled $150.8 million secured by real estate and other assets of the borrowers (e.g., Uniform Commercial Code liens on personal property) related to 14 facilities and in other notes receivable totaled $84.1 million, substantially all of which are guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. These balances exclude a credit loss reserve of $15.0 million at March 31, 2023. We have a mortgage note receivable of $10.0 million and a mezzanine loan of $14.5 million with affiliates of one operator/borrower designated as non-performing at March 31, 2023 and December 31, 2022. This operator/borrower is also one of the tenants converted to cash basis of accounting. Interest income recognized, representing cash received, from these non-performing loans was $0.4 million for both the three months ended March 31, 2023 and 2022. All other loans were on full accrual basis at March 31, 2023 and December 31, 2022.
Montecito Medical Real Estate
We have a $50.0 million mezzanine loan and security agreement with Montecito Medical Real Estate for a fund that invests in medical real estate, including medical office buildings, throughout the United States. As of March 31, 2023, we have funded $20.3 million of our commitment that was used to acquire nine medical office buildings for a combined purchase price of approximately $86.7 million. For each of the three months ended March 31, 2023 and 2022, we received interest of $0.4 million.
The mezzanine loan and security agreement was modified in April 2022, so that the two real estate investments funded in the second quarter of 2022 accrue interest at an annual rate of 7.5% that is paid monthly in arrears and 4.5% per year in interest to be paid upon certain future events including repayments, sales of fund investments, and refinancings (the “Deferred Interest”). Prior borrowings under the mezzanine loan and security agreement bear interest at an annual rate of 9.5% and accrue an additional 2.5% in Deferred Interest. The Deferred Interest will be recognized as interest income upon receipt. Funds drawn in accordance with this agreement are required to be repaid on a per-investment basis five years from deployment of the funds for the applicable investment and includes two one-year extensions.
Bickford Construction and Mortgage Loans
As of March 31, 2023, we had one fully funded construction loan of $14.7 million. The construction loan is secured by a first mortgage lien on substantially all of the related real and personal property as well as a pledge of any and all leases or agreements which may grant a right of use to the property. Usual and customary covenants extend to the agreement, including the borrower’s obligation for payment of insurance and taxes. NHI has a fair market value purchase option on the property upon stabilization of the underlying operations. On certain development projects, Bickford, as borrower, is entitled to up to $2.0 million per project in incentives based on the achievement of predetermined operational milestones and, if funded, will increase NHI's future purchase price and eventual NHI lease payment.
As part of the June 2021 sale of six properties to Bickford, we executed a $13.0 million second mortgage as a component of the purchase price consideration. This second mortgage note receivable bears interest at a 10% annual rate and matures in April 2026. Interest income was $0.3 million for both the three months ended March 31, 2023 and 2022. We did not include this note receivable in the determination of the gain recognized upon sale of the portfolio. Therefore, this note receivable is not reflected in “Mortgage and other notes receivable, net” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. During the three months ended March 31, 2023, Bickford repaid $0.1 million of principal on this note receivable which is reflected in “Gains on sale of real estate, net” in the Condensed Consolidated Statement of Income.
16
Senior Living
We have provided a $20.0 million revolving line of credit to Senior Living whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units. Beginning January 1, 2025, availability under the revolver will reduce to $15.0 million. The revolver matures in December 2029 at the time of lease maturity. At March 31, 2023, the $17.5 million outstanding under the facility bears interest at 8.0% per annum.
The Company also has a mortgage loan of $32.7 million with Senior Living that originated in July 2019 for the acquisition of a 248-unit continuing care retirement community (“CCRC”) in Columbia, South Carolina. The mortgage loan is for a term of five years with two one-year extensions and carries an interest rate of 7.25%. Additionally, the loan conveys to NHI a purchase option at a stated minimum price of $38.3 million, subject to adjustment for market conditions.
Credit Loss Reserve
Our principal measures of credit quality, except for construction mortgages, are debt service coverage for amortizing loans and interest or fixed charge coverage for non-amortizing loans, collectively referred to as “Coverage.” A Coverage ratio provides a measure of the borrower’s ability to make scheduled principal and interest payments. The Coverage ratios presented in the table below have been calculated utilizing the most recent date for which data is available, December 31, 2022, using EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) and the requisite debt service, interest service or fixed charges, as defined in the applicable loan agreement. We categorize Coverage into three levels: (i) more than 1.5x, (ii) between 1.0x and 1.5x, and (iii) less than 1.0x. We update the calculation of Coverage on a quarterly basis. Coverage is not a meaningful credit quality indicator for construction mortgages as either these developments are not generating any operating income, or they have insufficient operating income as occupancy levels necessary to stabilize the properties have not yet been achieved. We measure credit quality for these mortgages by considering the construction and stabilization timeline and the financial condition of the borrower as well as economic and market conditions.
We consider the guidance in ASC 310-20 when determining whether a modification, extension or renewal constitutes a current period origination. The credit quality indicator as of March 31, 2023, is presented below for the amortized cost, net by year of origination ($ in thousands):
| 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Total | |||||||||||||||||
| Mortgages | |||||||||||||||||||||||
| more than 1.5x | $ | — | $ | 59,779 | $ | — | $ | 22,249 | $ | 32,700 | $ | 2,746 | $ | 117,474 | |||||||||
| between 1.0x and 1.5x | — | — | — | — | — | 14,700 | 14,700 | ||||||||||||||||
| less than 1.0x | — | — | — | 2,221 | 6,423 | — | 8,644 | ||||||||||||||||
| — | 59,779 | — | 24,470 | 39,123 | 17,446 | 140,818 | |||||||||||||||||
| Mezzanine | |||||||||||||||||||||||
| more than 1.5x | — | — | 18,170 | — | — | — | 18,170 | ||||||||||||||||
| between 1.0x and 1.5x | — | — | 23,960 | — | — | — | 23,960 | ||||||||||||||||
| less than 1.0x | — | — | — | — | — | 8,482 | 8,482 | ||||||||||||||||
| — | — | 42,130 | — | — | 8,482 | 50,612 | |||||||||||||||||
| Non-performing | |||||||||||||||||||||||
| less than 1.0x | — | — | — | — | — | 24,500 | 24,500 | ||||||||||||||||
| — | — | — | — | — | 24,500 | 24,500 | |||||||||||||||||
| Revolver | |||||||||||||||||||||||
| more than 1.5x | 1,476 | ||||||||||||||||||||||
| between 1.0x and 1.5x | 17,500 | ||||||||||||||||||||||
| 18,976 | |||||||||||||||||||||||
| Credit loss reserve | (14,964) | ||||||||||||||||||||||
| $ | 219,942 | ||||||||||||||||||||||
Due to the continuing challenges in financial markets and the potential impact on the collectability of our mortgages and other notes receivable, we forecasted a 20% increase in the probability of a default and a 20% increase in the amount of loss from a default on all loans, other than those designated as non-performing, resulting in an effective adjustment of 44%. The methodology
17
for estimating the reserves for non-performing loans incorporates current conditions and forecasts of future economic conditions of these loans, including qualitative factors, which may differ from conditions existing in the historical period.
The allowance for expected credit losses is presented in the following table for the three months ended March 31, 2023 ($ in thousands):
| Beginning balance at January 1, 2023 | $ | 15,338 | |||
| Provision for expected credit losses | (374) | ||||
| Balance at March 31, 2023 | $ | 14,964 | |||
Note 5. Senior Housing Operating Portfolio Formation Activities
Effective April 1, 2022 we transitioned the operations of 15 ILFs previously leased pursuant to a triple-net lease into two new ventures comprising our SHOP activities. These new ventures, consolidated by the Company, are structured to comply with REIT requirements and utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties in each venture are operated by a property manager in exchange for a management fee. The equity structure of these ventures is comprised of 65% and 35% preferred and common equity interests, respectively. The Company owns 100% of the preferred equity interests in these ventures and an aggregate blended common equity interest of 89%. As of March 31, 2023, the annual fixed preferred return was approximately $10.2 million. Additionally, the managers, or related parties of the managers, own common equity interests in their respective ventures. Each venture is discussed in more detail below.
Merrill Managed Portfolio
We transferred six ILFs located in California and Washington into a consolidated venture with Merrill. Merrill contributed $10.6 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis.
The properties are managed by Merrill pursuant to a management agreement with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreement entitles Merrill to a base management fee of 5% of net revenue and a real estate services fee of 5% of real estate costs incurred during any calendar year that exceed $1,000 times the number of units at each facility. Given certain provisions of the operating agreement, including provisions related to a Company change in control, the noncontrolling interest associated with the venture was determined to be contingently redeemable, as discussed further in Note 10. At March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10.
Discovery Managed Portfolio
We transferred nine ILFs located in Arkansas, Georgia, Ohio, Oklahoma, New Jersey, and South Carolina into a consolidated venture with the Discovery member, a related party of Discovery. The Discovery member contributed $1.1 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The noncontrolling interest is included in “Equity” on the Condensed Consolidated Balance Sheet as of March 31, 2023 and December 31, 2022.
The properties are managed by separate related parties of Discovery pursuant to management agreements with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreements entitle the managers to a base management fee of 5% of net revenue.
Note 6. Equity Method Investment
Concurrently with the acquisition of a CCRC from LCS-Westminster Partnership III, LLP in January 2020, we invested $0.9 million in the operating company, Timber Ridge OpCo, representing a 25% equity interest. This investment is held by our TRS to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007. As part of our investment, we provided Timber Ridge OpCo a revolving credit facility of up to $5.0 million of which no funds have been drawn.
We account for our investment in Timber Ridge OpCo under the equity method and decrease the carrying value of our investment for losses in the entity and distributions to NHI for cumulative amounts up to and including our basis plus any guaranteed or implied commitments to fund operations. In February 2023, we received $2.5 million from Timber Ridge Opco
18
representing the Company’s proportionate share of the lease incentive earned, as discussed in Note 7, based on its equity interest in the entity. Our guaranteed and implied commitments are currently limited to the additional $5.0 million under the revolving credit facility and the $2.5 million lease incentive distribution received. As of March 31, 2023, we have recognized our share of Timber Ridge OpCo’s operating losses in excess of our initial investment. These cumulative losses of $5.0 million in excess of our original basis and the $2.5 million lease incentive distribution received are included in “Accounts payable and accrued expenses” in our Condensed Consolidated Balance Sheet as of March 31, 2023. Excess unrecognized equity method losses for both the three months ended March 31, 2023 and 2022 were $0.6 million. Cumulative unrecognized losses were $6.5 million through March 31, 2023. We recognized gains of approximately $0.3 million related to our investment in Timber Ridge OpCo for the three months ended March 31, 2022.
The Timber Ridge property is subject to early resident mortgages secured by a Deed of Trust and Indenture of Trust (the “Deed and Indenture”). As part of our acquisition, NHI-LCS JV I, LLC (“Timber Ridge PropCo”) acquired the Timber Ridge CCRC property and a subordination agreement was entered into pursuant to which the trustee acknowledged and confirmed that the security interests created under the Deed and Indenture were subordinate to any security interests granted in connection with the loan made by NHI to Timber Ridge PropCo. In addition, by terms of the resident loan assumption agreement, during the term of the lease (seven years with two renewal options), Timber Ridge OpCo is to indemnify Timber Ridge PropCo for any repayment by Timber Ridge PropCo of these liabilities under the guarantee. As a result of the subordination and resident loan assumption agreements, no liability has been recorded as of March 31, 2023. The balance secured by the Deed and Indenture was $13.2 million at March 31, 2023.
19
Note 7. Other Assets
Other assets, net consist of the following ($ in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
SHOP accounts receivable, net of allowance of $566 and $375, and other | $ | 1,212 | $ | 1,341 | |||||||
| Real estate investments accounts receivable and prepaid expenses | 6,805 | 3,621 | |||||||||
| Lease incentive payments, net | 12,891 | 3,190 | |||||||||
| Regulatory escrows | 6,208 | 6,208 | |||||||||
| Restricted cash | 1,652 | 2,225 | |||||||||
| $ | 28,768 | $ | 16,585 | ||||||||
In February 2023, Timber Ridge PropCo, the consolidated senior housing partnership with LCS that owns the Timber Ridge CCRC, paid a $10.0 million lease incentive earned by Timber Ridge OpCo. The lease incentive is being amortized on a straight-line basis through the remaining initial lease term ending January 2027.
Note 8. Debt
Debt consists of the following ($ in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||
| Revolving credit facility - unsecured | $ | 215,000 | $ | 42,000 | |||||||
| Bank term loan - unsecured | 220,000 | 240,000 | |||||||||
2031 Senior notes - unsecured, net of discount of $2,519 and $2,600 | 397,481 | 397,400 | |||||||||
| Private placement notes - unsecured | 275,000 | 400,000 | |||||||||
| Fannie Mae term loans - secured, non-recourse | 76,546 | 76,649 | |||||||||
| Unamortized loan costs | (8,013) | (8,538) | |||||||||
| $ | 1,176,014 | $ | 1,147,511 | ||||||||
Aggregate principal maturities of debt as of March 31, 2023 are as follows ($ in thousands):
| Remainder of 2023 | $ | 270,305 | |||
| 2024 | 75,425 | ||||
| 2025 | 125,816 | ||||
| 2026 | 215,000 | ||||
| 2027 | 100,000 | ||||
| 2028 | — | ||||
| Thereafter | 400,000 | ||||
| 1,186,546 | |||||
| Less: discount | (2,519) | ||||
| Less: unamortized loan costs | (8,013) | ||||
| $ | 1,176,014 | ||||
Unsecured revolving credit facility and bank term loan
20
On March 31, 2022, we entered into a new unsecured revolving credit agreement (the “2022 Credit Agreement”) providing us with a $700.0 million unsecured revolving credit facility, replacing our previous $550.0 million unsecured revolver. The 2022 Credit Agreement matures in March 2026, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. Borrowings under the 2022 Credit Agreement bear interest, at our election, at one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (ii) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (iii) the base rate plus a margin ranging from 0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the agent’s prime rate, (ii) the federal funds rate on such day plus 0.50% or (iii) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%. In addition, the 2022 Credit Agreement requires a facility fee equal to 0.125% to 0.30%, based on our rating.
We have a $220.0 million term loan, maturing in September 2023 (“2023 Term Loan”) whose covenants align with provisions in the 2022 Credit Agreement and to accrue interest on borrowings based on SOFR (plus a credit spread adjustment). We may also elect for the 2023 Term Loan to accrue interest at a base rate plus the applicable margin. During the three months ended March 31, 2023, we repaid $20.0 million of the 2023 Term Loan.
The revolving facility fee was 25 bps per annum and based on our current credit ratings, the facility presently provides for floating interest on the revolving credit facility and the 2023 Term Loan at SOFR CME Term Option one-month loan (plus a 10 bps spread adjustment) plus 105 bps and a blended 125 bps, respectively. At March 31, 2023, the SOFR CME Term Option one-month was 480 bps.
At March 31, 2023, we had $485.0 million available to draw on the revolving portion of our credit facility, subject to usual and customary covenants. Among other stipulations, the unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. At March 31, 2023, we were in compliance with these ratios.
Pinnacle Bank is a participating member of our banking group. A member of NHI’s Board of Directors and chairperson of the Audit Committee of the Board of Directors is also the chairman of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. NHI’s local banking transactions are conducted primarily through Pinnacle Bank.
2031 Senior Notes
In January 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). The 2031 Senior Notes were sold at an issue price of 99.196% of face value before the underwriters’ discount. Our net proceeds from the 2031 Senior Notes offering, after deducting underwriting discounts and expenses, were approximately $392.3 million. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of March 31, 2023, we were in compliance with all affirmative and negative covenants, including financial covenants for our 2031 Senior Notes borrowings.
Private Placement Notes
In January 2023, we repaid the $125.0 million of the private placement notes due January 2023 primarily with proceeds from the revolving credit facility.
Our remaining unsecured private placement notes as of March 31, 2023, payable interest-only, are summarized below ($ in thousands):
| Amount | Inception | Maturity | Fixed Rate | |||||||||||||||||
| $ | 50,000 | November 2015 | November 2023 | 3.99% | ||||||||||||||||
| 75,000 | September 2016 | September 2024 | 3.93% | |||||||||||||||||
| 50,000 | November 2015 | November 2025 | 4.33% | |||||||||||||||||
| 100,000 | January 2015 | January 2027 | 4.51% | |||||||||||||||||
| $ | 275,000 | |||||||||||||||||||
Covenants pertaining to the private placement notes are generally conformed with those governing our credit facility, except for specific debt-coverage ratios that are more restrictive. Our unsecured private placement notes include a rate increase provision
21
that is effective if any rating agency lowers our credit rating on our senior unsecured debt below investment grade and our compliance leverage increases to 50% or more.
Fannie Mae Term Loans
As of March 31, 2023, we had $60.1 million in Fannie Mae term-debt financing, that originated in March 2015, requiring interest-only payments at an annual rate of 3.79% with a 10-year maturity. The mortgages are non-recourse and secured by eleven properties leased to Bickford. In a December 2017 acquisition, we assumed additional Fannie Mae debt that amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, bears interest at a nominal rate of 4.6%, and has a remaining balance of $16.4 million at March 31, 2023. Collectively, these notes are secured by facilities having a net book value of $103.5 million at March 31, 2023.
Interest Expense
The following table summarizes interest expense ($ in thousands):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Interest expense on debt at contractual rates | $ | 13,440 | $ | 9,558 | |||||||
| Capitalized interest | (19) | (2) | |||||||||
| Amortization of debt issuance costs, debt discount and other | 606 | 642 | |||||||||
| Total interest expense | $ | 14,027 | $ | 10,198 | |||||||
Note 9. Commitments, Contingencies and Uncertainties
In the normal course of business, we enter into a variety of commitments, typically consisting of funding revolving credit arrangements, construction and mezzanine loans to our operators to conduct expansions and acquisitions for their own account, and commitments for the funding of construction for expansion or renovation to our existing properties under lease. In our leasing operations, we offer to our tenants and to sellers of newly acquired properties a variety of inducements that originate contractually as contingencies but which may become commitments upon the satisfaction of the contingent event. Contingent payments earned will be included in the respective lease bases when funded.
As of March 31, 2023, we had working capital, construction and mezzanine loan commitments to six operators or borrowers for an aggregate of $145.4 million, of which we had funded $93.7 million toward these commitments. As provided above, loans funded do not include the effects of discounts or commitment fees.
As of March 31, 2023, we had $23.2 million of development commitments for construction and renovation for seven properties of which we had funded $17.1 million toward these commitments. In addition to these commitments, we have agreed to pay up to $0.8 million in additional cash consideration pending the results of an ongoing property tax appeal related to a property acquired in the second quarter of 2022. As of March 31, 2023, no amount of this consideration is expected to be paid. One of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to fund up to $2.0 million toward the purchase of condominium units located at one of the facilities of which $1.0 million had been funded as of March 31, 2023.
As of March 31, 2023, we had an aggregate of $15.9 million remaining contingent lease inducement commitments in six lease agreements which are generally based on the performance of facility operations and may or may not be met by the tenant. In the three months ended March 31, 2023, we funded $10.0 million to Timber Ridge OpCo based upon the achievement of all performance conditions as discussed in Note 7.
The credit loss liability for unfunded loan commitments is estimated using the same methodology as for our funded mortgage and other notes receivable based on the estimated amount that we expect to fund. We applied the same market adjustments as discussed in Note 4.
The liability for expected credit losses on our unfunded loans is reflected in “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 is presented in the following table for the three months ended March 31, 2023 ($ in thousands):
22
| Beginning balance January 1, 2023 | $ | 683 | |||
| Provision for expected credit losses | (382) | ||||
| Balance at March 31, 2023 | $ | 301 | |||
The disposal transactions for three Bickford properties in the second quarter of 2022 included $2.4 million in contingent consideration representing cash placed in escrow be returned to the buyers to the extent the sold properties generate negative monthly cash flows over the twelve months following from the dates of sale. As of March 31, 2023, all the escrowed funds were used to fund negative cash flows for the properties.
COVID-19 Pandemic Contingencies
Repayments and other reductions of rent deferrals recognized in “Rental income” during the three months ended March 31, 2023 were $2.8 million, including the $2.5 million reduction in pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed in Note 3. As of March 31, 2023, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately $30.1 million, net of cumulative repayments and other reductions of $6.5 million and excluding any interest accrued.
Rent concessions granted for the three months ended March 31, 2022 totaled approximately $7.8 million, of which Bickford accounted for approximately $5.5 million.
Note 10. Redeemable Noncontrolling Interest
The interest held by Merrill in its SHOP venture was classified as a “Redeemable noncontrolling interest” in the mezzanine section between “Total liabilities” and “Stockholders’ equity” on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. Certain provisions within the operating agreement of the Merrill venture provide Merrill with put rights upon certain contingent events that are not solely within the control of the Company. Therefore, Merrill’s noncontrolling interest was determined to be contingently redeemable. The redeemable noncontrolling interest is not currently redeemable and we concluded a contingent redemption event is not probable to occur as of March 31, 2023. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingent event and the related redemption are probable to occur. We will continue to reflect the attribution of gains or losses to the redeemable noncontrolling interest each period.
The following table presents the change in “Redeemable noncontrolling interest” for the three months ended March 31, 2023 ($ in thousands):
| Three Months Ended | |||||
| March 31, 2023 | |||||
| Balance at January 1, | $ | 9,825 | |||
| Net loss | (305) | ||||
| Balance at March 31, | $ | 9,520 | |||
Note 11. Equity and Dividends
Share Repurchase Plan
On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock, par value $0.01 per share. The Revised Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.
23
During the three months ended March 31, 2023, no common stock was repurchased. During 2022, cumulative repurchases through open market transactions were 2,468,354 shares of common stock for approximately $151.6 million. All shares received were constructively retired upon receipt, and reflected as a reduction to “Retained earnings” in the Condensed Consolidated Balance Sheet as of December 31, 2022.
In March 2023, we renewed our automatic “shelf” registration statement on Form S-3 and concurrently entered into a new equity distribution agreement whereby we can sell up to $500.0 million in common stock under an at-the-market (“ATM”) equity program. We incurred approximately $0.5 million in costs for these programs which was paid during the second quarter of 2023. Upon expiration of the prior registration statement and ATM equity program, approximately $0.3 million in equity issuance costs was reclassified from “Other Assets” into “Capital in Excess of Par Value” on the Condensed Consolidated Balance Sheet.
Dividends
The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, 2023 and 2022:
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Date of Declaration | Date of Record | Date Paid/Payable | Quarterly Dividend | |||||||||||||||||
| November 6, 2022 | December 30, 2022 | January 27, 2023 | $0.90 | |||||||||||||||||
| February 17, 2023 | March 31, 2023 | May 5, 2023 | $0.90 | |||||||||||||||||
| Three Months Ended March 31, 2022 | ||||||||||||||||||||
| Date of Declaration | Date of Record | Date Paid/Payable | Quarterly Dividend | |||||||||||||||||
| November 5, 2021 | December 31, 2021 | January 31, 2022 | $0.90 | |||||||||||||||||
| February 16, 2022 | March 31, 2022 | May 6, 2022 | $0.90 | |||||||||||||||||
On May 5, 2023, the Board of Directors declared a $0.90 per share dividend to common stockholders of record on June 30, 2023, payable on August 4, 2023.
Note 12. Share-Based Compensation
The Company’s outstanding stock incentive awards have been granted under two incentive plans – the 2012 Stock Incentive Plan (“2012 Plan”) and the 2019 Stock Incentive Plan (“2019 Plan”). During the three months ended March 31, 2023, we granted options to purchase 385,500 shares of common stock under the 2019 Plan. The following is a summary of share-based compensation expense, net of any forfeitures, included in “General and administrative expenses” in the Condensed Consolidated Statements of Income ($ in thousands):
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Non-cash share-based compensation expense | $ | 2,105 | $ | 5,083 | ||||||||||
The weighted average fair value of options granted during the three months ended March 31, 2023 and 2022 was $10.56 and $11.81 per option, respectively. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:
| 2023 | 2022 | ||||||||||
| Dividend yield | 7.0% | 7.1% | |||||||||
| Expected volatility | 39.7% | 49.2% | |||||||||
| Expected lives | 2.9 years | 2.9 years | |||||||||
| Risk-free interest rate | 4.65% | 1.72% | |||||||||
24
The following table summarizes our outstanding stock options:
| Weighted Average | |||||||||||||||||
| Number | Weighted Average | Remaining | |||||||||||||||
| of Shares | Exercise Price | Contractual Life (Years) | |||||||||||||||
| Options outstanding, January 1, 2022 | 1,652,505 | $78.10 | |||||||||||||||
| Options granted | 693,000 | $53.41 | |||||||||||||||
| Options exercised | (7,500) | $53.41 | |||||||||||||||
| Options forfeited | (23,000) | $62.33 | |||||||||||||||
| Options expired | (74,498) | $77.93 | |||||||||||||||
| Options outstanding, March 31, 2022 | 2,240,507 | $70.71 | |||||||||||||||
| Exercisable at March 31, 2022 | 1,719,487 | $74.34 | |||||||||||||||
| Options outstanding, January 1, 2023 | 2,216,175 | $70.97 | |||||||||||||||
| Options granted | 385,500 | $54.73 | |||||||||||||||
| Options forfeited | (25,000) | $74.67 | |||||||||||||||
| Options expired | (60,002) | $64.33 | |||||||||||||||
| Options outstanding, March 31, 2023 | 2,516,673 | $68.61 | 2.97 | ||||||||||||||
| Exercisable at March 31, 2023 | 2,132,828 | $71.21 | 2.70 | ||||||||||||||
At March 31, 2023, there was no intrinsic value of stock options outstanding and exercisable. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 was $4.94 per share or less than $0.1 million.
As of March 31, 2023, unrecognized compensation expense totaling $3.5 million associated with unvested stock options is expected to be recognized over the following periods: remainder of 2023 - $2.3 million, 2024 - $1.1 million and 2025 - $0.1 million.
Amended and Restated 2019 Stock Incentive Plan
On February 17, 2023, the Board of Directors approved an Amended and Restated 2019 Stock Incentive Plan, which was approved by the Company’s stockholders on May 5, 2023. The Amended and Restated 2019 Stock Incentive Plan increases the number of shares of common stock authorized for issuance to 6,000,000 and adds the ability of the Company to award shares of restricted stock or restricted stock units subject to such conditions and restrictions as the Company may determine. In May 2023, 21,000 shares of restricted stock were issued to the named executive officers. The restricted stock will vest over five years, with 20% vesting on each anniversary of the date of grant. Effective with this amendment, shares available for future issuance as of May 5, 2023 totaled 4,035,836.
Note 13. Earnings Per Common Share
The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options using the treasury stock method, to the extent dilutive.
The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share ($ in thousands, except share and per share amounts):
25
| Three Months Ended | ||||||||||||||
| March 31, | ||||||||||||||
| 2023 | 2022 | |||||||||||||
| Net income attributable to common stockholders | $ | 34,484 | $ | 8,399 | ||||||||||
| BASIC: | ||||||||||||||
| Weighted average common shares outstanding | 43,388,742 | 45,850,686 | ||||||||||||
| DILUTED: | ||||||||||||||
| Weighted average common shares outstanding | 43,388,742 | 45,850,686 | ||||||||||||
| Stock options | 2,687 | 375 | ||||||||||||
| Weighted average dilutive common shares outstanding | 43,391,429 | 45,851,061 | ||||||||||||
| Net income attributable to common stockholders - basic | $ | 0.79 | $ | 0.18 | ||||||||||
| Net income attributable to common stockholders - diluted | $ | 0.79 | $ | 0.18 | ||||||||||
| Incremental anti-dilutive shares excluded: | ||||||||||||||
| Net share effect of stock options with an exercise price in excess of the average market price for our common shares | 728,524 | 481,068 | ||||||||||||
| Regular dividends declared per common share | $ | 0.90 | $ | 0.90 | ||||||||||
Note 14. Fair Value of Financial Instruments
Carrying amounts and fair values of financial instruments that are not carried at fair value at March 31, 2023 and December 31, 2022 in the Condensed Consolidated Balance Sheets are as follows ($ in thousands):
| Carrying Amount | Fair Value Measurement | ||||||||||||||||||||||
| March 31, 2023 | December 31, 2022 | March 31, 2023 | December 31, 2022 | ||||||||||||||||||||
| Level 2 | |||||||||||||||||||||||
| Variable rate debt | $ | 431,044 | $ | 277,699 | $ | 435,000 | $ | 282,000 | |||||||||||||||
| Fixed rate debt | $ | 744,970 | $ | 869,812 | $ | 664,993 | $ | 773,994 | |||||||||||||||
| Level 3 | |||||||||||||||||||||||
| Mortgage and other notes receivable, net | $ | 219,942 | $ | 233,141 | $ | 218,959 | $ | 227,611 | |||||||||||||||
Fixed rate debt. Fixed rate debt is classified as Level 2 and its fair value is based on quoted prices for similar instruments or calculated utilizing model derived valuations in which significant inputs are observable in active markets.
Variable rate debt. Variable rate debt is classified as Level 2 and the fair values of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions.
Mortgage and other notes receivable. 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.
Carrying amounts of cash and cash equivalents and restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term nature and are classified as Level 1.
26
Note 15. Segment Reporting
We evaluate our business and make resource allocations on our two operating segments: Real Estate Investments and SHOP. Our Real Estate Investments segment includes leases, mortgages and other note investments in ILFs, ALFs, EFCs, SLCs, SNFs and a HOSP. Under the Real Estate Investments segment, we invest in senior housing and health care real estate through acquisition and financing of primarily single- tenant properties. Properties acquired are primarily leased under triple-net leases, and we are not involved in the management of the properties. The SHOP segment includes multi-tenant ILFs. The SHOP properties and related operations are controlled by the Company and are operated by property managers in exchange for a management fee. See Note 5 for further discussion.
We formed the SHOP segment effective April 1, 2022 upon termination of the triple-net lease for the legacy Holiday Retirement (“Holiday”) portfolio at which time the operations and properties of 15 ILFs were transferred into two separate ventures, as discussed further in Note 5. The results associated with the prior triple-net lease structure for these properties are included in the Real Estate Investments segment and the results from operating these SHOP properties after the transition are included in our SHOP segment. There is no impact to the prior year’s presentation.
Our chief operating decision maker evaluates performance based upon segment net operating income (“NOI”). We define NOI as total revenues, less tenant reimbursements and property operating expenses. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties. There were no intersegment transactions for the three months ended March 31, 2023. Capital expenditures for the three months ended March 31, 2023 were approximately $55.8 million for the Real Estate Investments segment and $1.1 million for the SHOP segment.
Non-segment revenue consists mainly of other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies discussed in Note 2. The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments.
Summary information for the reportable segments during the three months ended March 31, 2023 is as follows ($ in thousands):
| For the three months ended March 31, 2023: | Real Estate Investment | SHOP | Non-segment/Corporate | Total | |||||||||||||||||||
| Rental income | $ | 65,299 | $ | — | $ | — | $ | 65,299 | |||||||||||||||
| Resident fees and services | — | 11,700 | — | 11,700 | |||||||||||||||||||
| Interest income and other | 5,308 | — | 81 | 5,389 | |||||||||||||||||||
| Total revenues | 70,607 | 11,700 | 81 | 82,388 | |||||||||||||||||||
| Senior housing operating expenses | — | 9,799 | — | 9,799 | |||||||||||||||||||
| Taxes and insurance on leased properties | 2,619 | — | — | 2,619 | |||||||||||||||||||
| NOI | 67,988 | 1,901 | 81 | 69,970 | |||||||||||||||||||
| Depreciation | 15,376 | 2,227 | 14 | 17,617 | |||||||||||||||||||
| Interest | 759 | — | 13,268 | 14,027 | |||||||||||||||||||
| Legal | — | — | 122 | 122 | |||||||||||||||||||
| Franchise, excise and other taxes | — | — | 183 | 183 | |||||||||||||||||||
| General and administrative | — | — | 5,653 | 5,653 | |||||||||||||||||||
| Loan and realty gains | (418) | — | — | (418) | |||||||||||||||||||
| Gains on sales of real estate, net | (1,397) | — | — | (1,397) | |||||||||||||||||||
| Net income (loss) | $ | 53,668 | $ | (326) | $ | (19,159) | $ | 34,183 | |||||||||||||||
| Total assets | $ | 2,254,939 | $ | 270,085 | $ | 8,206 | $ | 2,533,230 | |||||||||||||||
27
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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 (“SEC”) “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.
Forward Looking Statements
This Quarterly Report on Form 10-Q and other materials we have filed or may file with the SEC, 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,” “should,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” “projects,” “likely” 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 factors including, but not limited to, the following:
* Actual or perceived risks associated with public health epidemics or outbreaks, such as the coronavirus (“COVID-19”), have had and may continue to have a material adverse effect on our business and results of operations;
* We depend on the operating success of our tenants, managers and borrowers and if their financial condition or business prospects deteriorate, our financial condition and results of operations could be adversely affected;
* We are exposed to the risk that our managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;
* Certain tenants in our portfolio account for a significant percentage of the rent we expect to generate from our portfolio, and the failure of any of these tenants to meet their obligations to us could materially and adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders;
*Two members of our Board of Directors are also members of the board of directors of National HealthCare Corporation (“NHC”), and their interests may differ from those of our stockholders;
* We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on our tenants’ and borrowers’ business;
* We are exposed to the risk that the cash flows of our tenants, managers and borrowers may be adversely affected by increased liability claims and liability insurance costs;
* We are exposed to the risk that we may not be fully indemnified by our tenants, managers and borrowers against future litigation;
*We depend on the success of property development and construction activities, which may fail to achieve the operating results we expect.
*We are exposed to the risk that 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 are subject to risks associated with our joint venture investment with Life Care Services for Timber Ridge, a continuing care retirement community (“CCRC”), associated with Type A benefits offered to the residents of the joint venture’s entrance fee community and related accounting requirements;
28
*We are subject to additional risks related to healthcare operations associated with our investments in unconsolidated entities, which could have a material adverse effect on our results of operations;
*Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, results of operations, or our prospects;
*We are exposed to operational risks with respect to our Senior Housing Operating Portfolio (“SHOP”) structured communities;
*Breaches of, disruptions to, or other unauthorized interference with the privacy and security of Company information could cause us to incur substantial costs and reputational damage, and could become subject to litigation and enforcement actions;
*We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous substances.
*We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change;
* We depend on the success of our future acquisitions and investments;
* We depend on our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;
* Competition for acquisitions may result in increased prices for properties;
*We depend on our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave;
*We are exposed to risk that our assets may be subject to impairment charges;
*Our ability to raise capital through equity sales is dependent, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business, or other factors we do not control, could negatively impact such market price and availability of equity capital.
* We may need to refinance existing debt or incur additional debt in the future, which may not be available on terms acceptable to us;
* We have covenants related to our indebtedness that impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations;
* Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital;
* We depend on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt used to finance those investments bears interest at variable rates;
*We rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future investments necessary to grow our business or meet maturing commitments;
*Inflation and increased interest rates may adversely affect our financial condition and results of operations;
* We depend on the ability to continue to qualify for taxation as a real estate investment trust (“REIT”) for U.S. federal income tax purposes;
*There are no assurances of our ability to pay dividends in the future;
29
* Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments, which could materially hinder our performance;
*Our ownership of and relationship with any taxable REIT subsidiary (“TRSs”) that we have formed or will form will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax;
* Legislative, regulatory, or administrative changes could adversely affect us or our security holders;
* 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; and
* 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, 2022, “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, therein and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q 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 and 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 and 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. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of their dates. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.
Executive Overview
National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed REIT specializing in sale leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable business segments: Real Estate Investments and SHOP. Our Real Estate Investments segment consists of real estate investments and leases, mortgages and other notes receivable in independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities and a hospital. We fund our real estate investments primarily through: (1) operating cash flow, (2) debt offerings, including bank lines of credit and term debt, both unsecured and secured, and (3) the sale of equity securities. Our SHOP segment is comprised of the operations of 15 independent living facilities (“ILFs”) that provide residential living and other services for residents located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. The third-party managers, or related parties of the managers, own equity interests in the respective ventures.
Real Estate Investment Portfolio
As of March 31, 2023, we had investments in real estate and mortgage and other notes receivable involving 178 facilities located in 31 states. These investments involve 105 senior housing properties, 72 skilled nursing facilities and one hospital, excluding ten properties classified as assets held for sale. These investments consisted of properties with an original cost of approximately $2.4 billion, rented under primarily triple-net leases to 25 tenants, and $234.9 million aggregate carrying value of mortgages and other notes receivable, excluding an allowance for expected credit losses of $15.0 million, due from 13 borrowers.
We classify all of the properties in our Real Estate Investments portfolio as either senior housing or medical properties. Because our leases represent different underlying revenue sources and result in differing risk profiles, we further classify our senior housing communities as either need-driven (assisted living and memory care communities and senior living campuses) or discretionary (independent living and entrance-fee communities).
30
Senior Housing – Need-Driven includes assisted living facilities (“ALF”) and senior living campuses (“SLC”) which primarily attract private payment for services from residents who require assistance with activities of daily living. Need-driven properties are subject to regulatory oversight.
Senior Housing – Discretionary includes ILFs and entrance-fee communities (“EFC”) which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted multi-family community that offers social programs, meals, housekeeping and in some cases access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for this type of community and the strength of the housing market.
Medical Facilities within our portfolio receive payment primarily from Medicare, Medicaid and health insurance. These properties include skilled nursing facilities (“SNF”) and a hospital (“HOSP”) that attract patients who have a need for acute or complex medical attention, preventative medicine, or rehabilitation services. Medical properties are subject to state and federal regulatory oversight and, in the case of hospitals, Joint Commission accreditation.
Senior Housing Operating Portfolio Structure
Effective April 1, 2022, 15 senior housing ILFs previously part of the legacy Holiday properties were transferred from a triple-net lease to two separate ventures comprising our SHOP segment. These ventures, in which NHI owns a majority interest, own the underlying independent living operations and are structured to comply with REIT requirements that utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. These properties are operated by third-party property managers that manage our communities in exchange for the receipt of a management fee, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are to our triple-net tenants. However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the property managers to set appropriate resident fees and otherwise operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations. As of March 31, 2023, our SHOP segment consisted of 15 ILFs with a combined 1,734 units located in eight states.
31
The following tables summarize our portfolio, excluding $2.6 million for our corporate office, $26.7 million in assets held for sale and a credit loss reserve of $15.0 million, as of and for the three months ended March 31, 2023 ($ in thousands):
| Real Estate Investments and SHOP | |||||||||||||||||||||||||||||||||||
| Properties | Beds/Units | NOI1 | % Total | Investment | |||||||||||||||||||||||||||||||
| Real Estate Properties | |||||||||||||||||||||||||||||||||||
| Senior Housing - Need-Driven | |||||||||||||||||||||||||||||||||||
| Assisted Living | 71 | 3,882 | $ | 15,585 | 22.3 | % | $ | 762,406 | |||||||||||||||||||||||||||
| Senior Living Campus | 9 | 1,229 | 4,797 | 6.9 | % | 234,019 | |||||||||||||||||||||||||||||
| Total Senior Housing - Need-Driven | 80 | 5,111 | 20,382 | 29.2 | % | 996,425 | |||||||||||||||||||||||||||||
| Senior Housing - Discretionary | |||||||||||||||||||||||||||||||||||
| Independent Living | 7 | 903 | 2,085 | 3.0 | % | 107,778 | |||||||||||||||||||||||||||||
| Entrance-Fee Communities | 11 | 2,912 | 15,356 | 21.9 | % | 746,485 | |||||||||||||||||||||||||||||
| Total Senior Housing - Discretionary | 18 | 3,815 | 17,441 | 24.9 | % | 854,263 | |||||||||||||||||||||||||||||
| Total Senior Housing | 98 | 8,926 | 37,823 | 54.1 | % | 1,850,688 | |||||||||||||||||||||||||||||
| Medical Facilities | |||||||||||||||||||||||||||||||||||
| Skilled Nursing Facilities | 65 | 8,584 | 21,247 | 30.4 | % | 557,996 | |||||||||||||||||||||||||||||
| Hospitals | 1 | 64 | 1,022 | 1.5 | % | 40,250 | |||||||||||||||||||||||||||||
| Total Medical Facilities | 66 | 8,648 | 22,269 | 31.9 | % | 598,246 | |||||||||||||||||||||||||||||
| Current Year Disposals and Held for Sale | 2,587 | 3.7 | % | ||||||||||||||||||||||||||||||||
| Total Real Estate Properties | 164 | 17,574 | 62,679 | 89.7 | % | 2,448,934 | |||||||||||||||||||||||||||||
| Mortgage and Other Notes Receivable | |||||||||||||||||||||||||||||||||||
| Senior Housing - Need-Driven | 6 | 472 | 1,544 | 2.2 | % | 73,055 | |||||||||||||||||||||||||||||
| Senior Housing - Discretionary | 1 | 247 | 593 | 0.8 | % | 32,700 | |||||||||||||||||||||||||||||
| Skilled Nursing Facilities | 7 | 731 | 854 | 1.3 | % | 45,062 | |||||||||||||||||||||||||||||
| Other Notes Receivable | — | — | 2,093 | 3.0 | % | 84,089 | |||||||||||||||||||||||||||||
| Current Year Note Payoffs | — | — | 225 | 0.3 | % | — | |||||||||||||||||||||||||||||
| Total Mortgage and Other Notes Receivable | 14 | 1,450 | 5,309 | 7.6 | % | 234,906 | |||||||||||||||||||||||||||||
| SHOP | |||||||||||||||||||||||||||||||||||
| Independent Living | 15 | 1,734 | 1,901 | 2.7 | % | 339,131 | |||||||||||||||||||||||||||||
| Total | 193 | 20,758 | $ | 69,889 | 100 | % | $ | 3,022,971 | |||||||||||||||||||||||||||
1Excludes Non-segment/Corporate NOI | |||||||||||||||||||||||||||||||||||
32
| Portfolio Summary | Properties | NOI | % Portfolio | Investment | |||||||||||||||||||||||||||||||
| Real Estate Properties | 164 | $ | 62,679 | 89.7 | % | $ | 2,448,934 | ||||||||||||||||||||||||||||
| Mortgage and Other Notes Receivable | 14 | 5,309 | 7.6 | % | 234,906 | ||||||||||||||||||||||||||||||
| SHOP | 15 | 1,901 | 2.7 | % | 339,131 | ||||||||||||||||||||||||||||||
| Total Portfolio | 193 | $ | 69,889 | 100.0 | % | $ | 3,022,971 | ||||||||||||||||||||||||||||
| Portfolio by Operator Type | |||||||||||||||||||||||||||||||||||
| Public | 55 | $ | 16,438 | 23.5 | % | $ | 411,740 | ||||||||||||||||||||||||||||
| National Chain (Privately Owned) | 3 | 2,701 | 3.9 | % | 172,385 | ||||||||||||||||||||||||||||||
| Regional | 117 | 45,567 | 65.2 | % | 2,068,352 | ||||||||||||||||||||||||||||||
| Small | 3 | 470 | 0.7 | % | 31,363 | ||||||||||||||||||||||||||||||
| Current Year Disposals and Held for Sale | 2,587 | 3.7 | % | — | |||||||||||||||||||||||||||||||
| Current Year Note Payoffs | 225 | 0.3 | % | — | |||||||||||||||||||||||||||||||
| Total Real Estate Investments Portfolio | 178 | 67,988 | 97.3 | % | 2,683,840 | ||||||||||||||||||||||||||||||
| SHOP | 15 | 1,901 | 2.7 | % | 339,131 | ||||||||||||||||||||||||||||||
| Total Portfolio | 193 | $ | 69,889 | 100.0 | % | $ | 3,022,971 | ||||||||||||||||||||||||||||
The following table summarizes the geographic concentration of NOI of our portfolio, excluding Non-segment/Corporate NOI, for the three months ended March 31, 2023 and 2022, respectively ($ in thousands).
| Three Months Ended March 31, | ||||||||||||||
| Location | 2023 | 2022 | ||||||||||||
| South Carolina | $ | 8,336 | $ | 8,836 | ||||||||||
| Texas | 7,902 | 6,963 | ||||||||||||
| Florida | 7,068 | 5,944 | ||||||||||||
| Washington | 3,524 | 3,904 | ||||||||||||
| Tennessee | 4,655 | 4,018 | ||||||||||||
| All others | 38,404 | 38,571 | ||||||||||||
| NOI | $ | 69,889 | $ | 68,236 | ||||||||||
For the three months ended March 31, 2023, operators of facilities in our Real Estate Investments portfolio who provided 3% or more individually, and collectively 61% of our total revenues were (parent company, in alphabetical order): Bickford Senior Living (“Bickford”); Discovery Senior Living; Encore Senior Living; Health Services Management; Life Care Services; NHC; Senior Living Communities (“Senior Living”); and The Ensign Group.
As of March 31, 2023, our average effective annualized NOI for the Real Estate Investments reportable segment was $9,901 per bed for SNFs, $15,613 per unit for SLCs, $16,608 per unit for ALFs, $9,235 per unit for ILFs, $21,020 per unit for EFCs and $63,899 per bed for the HOSP. As of March 31, 2023, our average effective annualized NOI per unit for the SHOP reportable segment was $4,387.
Substantially all of our revenues and sources of cash flows from operations are rents paid under operating leases for real estate, revenues under resident agreements and interest earned on mortgages and notes receivable. These revenues represent a primary source of liquidity to fund our distributions to stockholders and depend upon the performance of the operators. Operating difficulties experienced by our operators and managers could have a material adverse effect on their ability to meet their financial and other contractual obligations to us, as well as on our results of operations. We monitor operator performance through periodic reviews of operating results for each facility, covenant compliance and property inspections, among other activities.
33
COVID-19 Pandemic Update
Repayments and other reductions of rent deferrals recognized in “Rental income” during the three months ended March 31, 2023 were $2.8 million, including the $2.5 million reduction in pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed in Note 3 to the condensed consolidated financial statements. As of March 31, 2023, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately $30.1 million, net of cumulative repayments and other reductions of $6.5 million and excluding any interest accrued.
Rent concessions granted for the three months ended March 31, 2022 totaled approximately $7.8 million, of which Bickford accounted for approximately $5.5 million.
See Part I. Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2022 for further information regarding the risks presented by the COVID-19 pandemic.
Critical Accounting Policies and Estimates
There have been no significant changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Investment Highlights
Since January 1, 2023, we have completed the following real estate investments ($ in thousands):
| Operator | Date | Properties | Asset Class | Land | Building and Improvements | Total | ||||||||||||||||||||||||||||||||
| Silverado Senior Living | Q1 2023 | 2 | ALF | $ | 3,894 | $ | 33,599 | $ | 37,493 | |||||||||||||||||||||||||||||
| Bickford | Q1 2023 | 1 | ALF | 1,746 | 15,542 | 17,288 | ||||||||||||||||||||||||||||||||
| $ | 5,640 | $ | 49,141 | $ | 54,781 | |||||||||||||||||||||||||||||||||
Reference Note 3 to the condensed consolidated financial statements for more detail on first quarter 2023 acquisitions.
Asset Dispositions
During the three months ended March 31, 2023, we completed the following dispositions of real estate property classified in assets held for sale within our Real Estate Investments portfolio as described below ($ in thousands):
| Operator | Date | Properties1 | Asset Class | Net Proceeds | Net Real Estate Investment | Gain | Impairment2 | |||||||||||||||||||||||||||||||||||||
BAKA Enterprises, LLC3 | Q1 2023 | 1 | ALF | $ | 7,478 | $ | 7,505 | $ | — | $ | (27) | |||||||||||||||||||||||||||||||||
| Bickford | Q1 2023 | 1 | ALF | 2,553 | 1,421 | 1,132 | — | |||||||||||||||||||||||||||||||||||||
| $ | 10,031 | $ | 8,926 | $ | 1,132 | $ | (27) | |||||||||||||||||||||||||||||||||||||
1 Assets were previously classified as “Assets held for sale” in the Consolidated Balance Sheet at December 31, 2022.
2 Impairments are included in “Loan and realty (gains) losses” in the Condensed Consolidated Statement of Income for the three months ended March 31, 2023.
3 Total impairment charges recognized on this property in prior periods were $7.8 million.
Assets Held for Sale and Impairment of Long-Lived Assets
At March 31, 2023, ten properties in our Real Estate Investments portfolio, with an aggregate net real estate balance of $26.7 million, were classified as assets held for sale on our Condensed Consolidated Balance Sheet as of March 31, 2023. Rental income associated with the ten properties was $1.5 million and $1.0 million for the three months ended March 31, 2023 and 2022, respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of $12.3 million, were reclassified as held for use on our Condensed Consolidated Balance Sheet.
34
During the three months ended March 31, 2023, we recorded impairment charges of approximately $0.3 million on three properties which were sold or classified as held for sale related to our Real Estate Investments portfolio. The impairment charges are included in “Loan and realty (gains) losses” in the Condensed Consolidated Statements of Income.
Other
Our leases for real estate properties 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 five-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the three months ended March 31, 2023, we did not have any significant renewing or expiring leases. Most of our existing leases contain annual escalators in rent payments. For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease.
Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At March 31, 2023, we had tenant purchase options on three properties with an aggregate net investment of $59.7 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million and $1.7 million for the three months ended March 31, 2023 and 2022, respectively.
We cannot reasonably estimate at this time the probability that any purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties.
Second Quarter 2023 Dispositions
During the second quarter of 2023, we sold three ALFs located in Oregon in two transactions for approximately $5.7 million in cash consideration, net of transaction costs and a $0.6 million of seller financing on one of the transactions. The properties were classified in assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2023 with an aggregate book value of $5.9 million. Prior impairment charges recognized on the properties totaled $3.7 million
Tenant Concentration
The following table contains information regarding concentration in our Real Estate Investments portfolio for tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $339.1 million in assets for the SHOP segment ($ in thousands):
| As of March 31, 2023 | Revenues1 | |||||||||||||||||||||||||||||||||||||
| Asset | Gross Real | Notes | Three Months Ended March 31, | |||||||||||||||||||||||||||||||||||
| Class | Estate2 | Receivable | 2023 | 2022 | ||||||||||||||||||||||||||||||||||
| Senior Living | EFC | $ | 573,631 | $ | 50,200 | $ | 12,833 | 16% | $ | 12,751 | 18% | |||||||||||||||||||||||||||
| NHC | SNF | 133,770 | — | 9,807 | 12% | 9,189 | 13% | |||||||||||||||||||||||||||||||
| Bickford | ALF | 430,217 | 16,921 | 11,162 | 14% | 7,038 | 10% | |||||||||||||||||||||||||||||||
Holiday Retirement3 | ILF | — | — | N/A | N/A | 9,797 | 14% | |||||||||||||||||||||||||||||||
| All others, net | Various | 1,311,316 | 167,785 | 34,267 | 41% | 29,514 | 41% | |||||||||||||||||||||||||||||||
| Escrow funds received from tenants | ||||||||||||||||||||||||||||||||||||||
| for property operating expenses | Various | — | — | 2,619 | 3% | 3,038 | 4% | |||||||||||||||||||||||||||||||
| $ | 2,448,934 | $ | 234,906 | 70,688 | 71,327 | |||||||||||||||||||||||||||||||||
Resident fees and services4 | 11,700 | 14% | N/A | —% | ||||||||||||||||||||||||||||||||||
| $ | 82,388 | $ | 71,327 | |||||||||||||||||||||||||||||||||||
1 Includes interest income on notes receivable and rental income from properties classified as held for sale.
2 Amounts include any properties classified as held for sale.
3 Revenues include a lease deposit recognized as rental income in the three months ended March 31, 2022.
4 There is no tenant concentration in resident fees and services because these agreements are with individual residents.
35
Straight-line rent of $(0.3) million and $0.1 million and interest income of $1.0 million and $0.9 million were recognized from the Senior Living lease for the three months ended March 31, 2023 and 2022, respectively. No material straight-line rent was recognized for NHC for the three months ended March 31, 2023 and 2022. For NHC, rent escalations are based primarily on a percentage increase in revenue over a base year that does not give rise to non-cash, straight-line rental income. Straight-line rent of $0.5 million was recognized from the Bickford leases for the three months ended March 31, 2022. Interest income of $0.9 million and $1.2 million was recognized from the Bickford leases for the three months ended March 31, 2023 and 2022, respectively. For the three months ended March 31, 2022 the Holiday lease was on the cash basis of accounting. Reference Note 3 to the condensed consolidated financial statements.
Cash Basis Operators
We placed Bickford on cash basis of revenue recognition during the second quarter of 2022, based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. Cash rent received from Bickford for the three months ended March 31, 2023 was $7.8 million, which excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed above.
We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with these tenants totaled $4.0 million for the three months ended March 31, 2023.
Occupancy
The following table summarizes the average portfolio occupancy for Senior Living, Bickford and SHOP for the periods indicated, excluding development properties in operation less than 24 months, notes receivable, and properties transitioned to new tenants or disposed.
| Properties | 1Q22 | 2Q22 | 3Q22 | 4Q22 | 1Q23 | March 2023 | |||||||||||||||||
| Senior Living Same-Store | 9 | 81.7% | 82.3% | 83.3% | 83.5% | 83.5% | 83.0% | ||||||||||||||||
| Senior Living | 10 | 81.8% | 82.3% | 83.2% | 83.2% | 82.7% | 82.1% | ||||||||||||||||
Bickford Same-Store1 | 38 | 83.5% | 83.8% | 85.0% | 83.6% | 81.3% | 81.2% | ||||||||||||||||
Bickford2 | 39 | N/A | 82.8% | 84.6% | 83.9% | 81.6% | 81.5% | ||||||||||||||||
| SHOP | 15 | 77.7% | 76.5% | 76.9% | 75.8% | 75.2% | 75.2% | ||||||||||||||||
1All prior periods restated for the sale of an ALF in Iowa.
2Includes Chesapeake, Virginia building which opened in the second quarter of 2022. NHI exercised its purchase option in February 2023.
Tenant Monitoring
Our operators report to us the results of their operations on a periodic basis, which we in turn subject to further analysis as a means of monitoring potential concerns within our portfolio. We have identified EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) as a primary performance measure for our tenants, based on results they have reported to us. We believe EBITDARM is useful in our most fundamental analyses, as it is a property-level measure of our operators’ success, by eliminating the effects of the operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization), expenses that are dependent on its level of success (income taxes), and also excluding the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to our lease payment. For operators of our EFCs, our calculation of EBITDARM includes other cash flow adjustments typical of the industry which may include, but are not limited to, net cash flows from entrance fees; amortization of deferred entrance fees; adjustments for tenant rent obligations, and management fee true-ups. The eliminations and adjustments reflect covenants in our leases and provide a comparable basis for assessing our various relationships.
We believe that EBITDARM is a useful way to analyze the cash potential of a group of assets. From EBITDARM we calculate a coverage ratio (EBITDARM/cash rent), measuring the ability of the operator to meet its monthly obligation. In addition to EBITDARM and the coverage ratio, we rely on a careful balance sheet analysis and other analytical procedures to help us identify potential areas of concern relative to our operators’ ability to generate sufficient liquidity to meet their obligations, including their obligation to continue to pay the amount due to us. Typical among our operators is a varying lag in reporting to us the results of their operations. Across our portfolio, however, our operators report their results, typically within either 30 or 45 days and at the latest, within 90 days of month’s end. For computational purposes, we exclude mortgages and other notes
36
receivable, and development and lease-up properties that have been in operation less than 24 months. For stabilized acquisitions in the portfolio less than 24 months and renewing leases with changes in scheduled rent, we include pro forma cash rent. Same-store portfolio coverage excludes properties that have transitioned operators in the past 24 months or assets subsequently sold except as noted.
The results of our coverage ratio analysis are presented below on a trailing twelve-month basis, as of December 31, 2022 and 2021 (the most recent periods available).
| NHI Real Estate Investments Portfolio | ||||||||||||||||||||
| By asset type | SHO | SNF | MEDICAL NON-SNF | TOTAL | ||||||||||||||||
| Properties | 96 | 68 | 1 | 165 | ||||||||||||||||
| 4Q21 | 1.03x | 2.61x | 2.74x | 1.60x | ||||||||||||||||
| 4Q21 Occupancy | 80.4% | 74.3% | 69.4% | 77.3% | ||||||||||||||||
| 4Q22 | 1.22x | 2.47x | 2.65x | 1.70x | ||||||||||||||||
| 4Q22 Occupancy | 84.8% | 77.8% | 76.5% | 81.3% | ||||||||||||||||
| Market served | Need Driven | Need Driven excl. Bickford | Discretionary | Discretionary excl. SLC | Medical | Medical excl. NHC | ||||||||||||||
| Properties | 82 | 44 | 14 | 5 | 69 | 34 | ||||||||||||||
| 4Q21 | 0.85x | 0.81x | 1.26x | 1.42x | 2.62x | 1.93x | ||||||||||||||
| 4Q21 Occupancy | 80.4% | 79.8% | 80.4% | 81.8% | 74.3% | 66.5% | ||||||||||||||
| 4Q22 | 1.11x | 1.00x | 1.34x | 1.75x | 2.48x | 2.07x | ||||||||||||||
| 4Q22 Occupancy | 85.5% | 86.5% | 83.7% | 85.3% | 77.8% | 70.5% | ||||||||||||||
| Major tenants | NHC1 | SLC2 | Bickford2 | |||||||||||||||||
| Properties | 35 | 10 | 38 | |||||||||||||||||
| 4Q21 | 3.61x | 1.18x | 0.90x | |||||||||||||||||
| 4Q21 Occupancy | 80.6% | 78.7% | 81.3% | |||||||||||||||||
| 4Q22 | 3.07x | 1.17x | 1.26x | |||||||||||||||||
| 4Q21 Occupancy | 83.8% | 82.6% | 84.0% | |||||||||||||||||
1 NHC Fixed Charge Coverage Ratio and displayed occupancies are on corporate-level. The occupancies are for the SNF portfolio only as can be seen in NHC’s public filings.
2 There are no longer any significant PPP funds included in any of the coverages above. SLC operates nine discretionary CCRC properties and one need driven assisted living community. Bickford proforma coverage at the restructured lease amount would be 1.39x for fourth quarter 2022.
Coverage ratios may include amounts provided by state and federal government programs to support businesses, including health care providers, that have been impacted by the COVID-19 pandemic. These funds were largely distributed in 2020 and 2021 and as such do not substantially impact the reported coverage ratios.
Fluctuations in portfolio coverage are a result of market and economic trends, local market competition, and regulatory factors as well as the operational success of our tenants. We use the results of individual leases to inform our decision making with respect to specific tenants, but trends described above by property type and operator bear analysis. For many of the affected operators, as is typical of our portfolio in general, NHI has security deposits in place and/or corporate guarantees should actual cash rental shortfalls eventually materialize. In certain instances, our operators may increase their security deposits with us in an amount equal to the coverage shortfall, and, upon subsequent compliance with the required lease coverage ratio, the operator would then be entitled to a full refund. The sufficiency of credit enhancements (e.g. tenant deposits and guarantees) as a protection against economic downturn will be a focus as we monitor economic and financial conditions. The metrics presented in the tables above give no effect to the presence of these security deposits.
37
Real Estate and Mortgage Write-downs
In addition to inflation risk and increased interest rates our borrowers and tenants experience periods of significant financial pressures and difficulties similar to those encountered by other health care providers. Our condensed consolidated financial statements for the three months ended March 31, 2023 reflect impairment charges of our long-lived assets of approximately $0.3 million as a result of economic and financial factors. We reduced the carrying value of any impaired properties to estimated fair values, or with respect to the properties classified as held for sale, to estimated fair value less costs to sell. We have no significant intangible assets currently recorded on our Condensed Consolidated Balance Sheet as of March 31, 2023, that would require assessment for impairment.
We have established a reserve for estimated credit losses of $15.0 million and a liability of $0.3 million for estimated credit losses on unfunded loan commitments as of March 31, 2023. We evaluate the reserves for estimated credit losses on a quarterly basis and make adjustments based on current circumstances as considered necessary.
We believe that the carrying amounts of our real estate properties are recoverable and that mortgage and other notes receivable, net of reserves, are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make additional significant adjustments to these carrying amounts. Refer to Note. 3 in the condensed consolidated financial statements for more information.
38
Results of Operations
The significant items affecting revenues and expenses are described below ($ in thousands):
| Three Months Ended | |||||||||||||||||||||||
| March 31, | Period Change | ||||||||||||||||||||||
| 2023 | 2022 | $ | % | ||||||||||||||||||||
| Revenues: | |||||||||||||||||||||||
| Rental income | |||||||||||||||||||||||
| SNFs leased to National HealthCare | $ | 10,115 | $ | 8,337 | $ | 1,778 | 21.3 | % | |||||||||||||||
| SHOs leased to Bickford Senior Living | 9,276 | 5,309 | 3,967 | 74.7 | % | ||||||||||||||||||
| SHOs leased to Discovery Senior Living | 2,162 | 1,127 | 1,035 | 91.8 | % | ||||||||||||||||||
| SHOs leased to Chancellor Health Care | 1,969 | 544 | 1,425 | NM | |||||||||||||||||||
| SHOs leased to Holiday Retirement | — | 8,705 | (8,705) | (100.0) | % | ||||||||||||||||||
| Other new and existing leases | 34,474 | 32,318 | 2,156 | 6.7 | % | ||||||||||||||||||
| Current year disposals and assets held for sale | 2,587 | 4,102 | (1,515) | (36.9) | % | ||||||||||||||||||
| 60,583 | 60,442 | 141 | 0.2 | % | |||||||||||||||||||
| Straight-line rent adjustments, new and existing leases | 2,097 | 1,079 | 1,018 | 94.3 | % | ||||||||||||||||||
| Escrow funds received from tenants for taxes and insurance | 2,619 | 3,038 | (419) | (13.8) | % | ||||||||||||||||||
| Total Rental Income | 65,299 | 64,559 | 740 | 1.1 | % | ||||||||||||||||||
| Resident fees and services | 11,700 | — | 11,700 | NM | |||||||||||||||||||
| Interest income and other | |||||||||||||||||||||||
| Encore Senior Living mortgage loan | 868 | 523 | 345 | 66.0 | % | ||||||||||||||||||
| Loan payoffs | 225 | 2,813 | (2,588) | (92.0) | % | ||||||||||||||||||
| Other new and existing mortgages and notes | 4,215 | 3,379 | 836 | 24.7 | % | ||||||||||||||||||
| Total Interest Income from Mortgage and Other Notes | 5,308 | 6,715 | (1,407) | (21.0) | % | ||||||||||||||||||
| Other income | 81 | 53 | 28 | 52.8 | % | ||||||||||||||||||
| Total Revenues | 82,388 | 71,327 | 11,061 | 15.5 | % | ||||||||||||||||||
| Expenses: | |||||||||||||||||||||||
| Depreciation | |||||||||||||||||||||||
| SHOs leased to Holiday | — | 2,326 | (2,326) | (100.0) | % | ||||||||||||||||||
| ALFs leased to Encore | 650 | 267 | 383 | NM | |||||||||||||||||||
| Current year disposals and assets held for sale | 45 | 1,194 | (1,149) | (96.2) | % | ||||||||||||||||||
| Other new and existing assets | 16,922 | 14,485 | 2,437 | 16.8 | % | ||||||||||||||||||
| Total Depreciation | 17,617 | 18,272 | (655) | (3.6) | % | ||||||||||||||||||
| Interest | 14,027 | 10,198 | 3,829 | 37.5 | % | ||||||||||||||||||
| Senior housing operating expenses | 9,799 | — | 9,799 | NM | |||||||||||||||||||
| Non-cash share-based compensation expense | 2,105 | 5,083 | (2,978) | (58.6) | % | ||||||||||||||||||
| Taxes and insurance on leased properties | 2,619 | 3,038 | (419) | (13.8) | % | ||||||||||||||||||
| Loan and realty (gains) losses | (418) | 24,528 | (24,946) | NM | |||||||||||||||||||
| Legal | 122 | 1,827 | (1,705) | (93.3) | % | ||||||||||||||||||
| Other expenses | 3,731 | 3,262 | 469 | 14.4 | % | ||||||||||||||||||
| Total Expenses | 49,602 | 66,208 | (16,606) | (25.1) | % | ||||||||||||||||||
| Income before investment and other gains and losses | 32,786 | 5,119 | 27,667 | NM | |||||||||||||||||||
| Gains on sales of real estate, net | 1,397 | 2,981 | (1,584) | (53.1) | % | ||||||||||||||||||
| Gains from equity method investment | — | 297 | (297) | (100.0) | % | ||||||||||||||||||
| Loss on early retirement of debt | — | (151) | 151 | (100.0) | % | ||||||||||||||||||
| Net income | 34,183 | 8,246 | 25,937 | NM | |||||||||||||||||||
| Less: net loss attributable to noncontrolling interests | 301 | 153 | 148 | 96.7 | % | ||||||||||||||||||
| Net income attributable to common stockholders | $ | 34,484 | $ | 8,399 | $ | 26,085 | NM | ||||||||||||||||
| NM - not meaningful | |||||||||||||||||||||||
39
Financial highlights of the three months ended March 31, 2023, compared to the same period of 2022 were as follows:
•Rental income recognized from our tenants increased $0.7 million, or 1.1%, primarily from a reduction in pandemic-related rent concessions granted of approximately $7.8 million, an increase of straight-line rent of $1.0 million, and new investments funded since March 2022. Offsetting these increases was recognition in the first quarter of 2022 of the Holiday lease deposit of $8.8 million.
•Funds received for reimbursement of property operating expenses totaled $2.6 million for the three months ended March 31, 2023, compared to $3.0 million for the three months ended March 31, 2022, and are reflected as a component of rental income. These property operating expenses are recognized in operating expenses in the line item “Taxes and insurance on leased properties.” The decrease in the reimbursement income and corresponding property expenses is primarily due to property dispositions since March 2022, resulting in decreased amounts received from tenants and expenses paid on their behalf.
•Resident fees and services and senior housing operating expenses include revenues and expenses from our SHOP activities which commenced on April 1, 2022. See Note 5 to the condensed consolidated financial statements.
•Interest income from mortgages and other notes decreased $1.4 million, or 21.0%, primarily due to paydowns on loans, net of new and existing loan fundings.
•Interest expense increased $3.8 million, or 37.5%, primarily as the result of increased interest rates and borrowings on the unsecured revolving credit facility, offset by partial repayments of term loans.
•Non-cash share-based compensation expense decreased $3.0 million in the first quarter of 2023, due to the reduced number of stock options granted in the first quarter of 2023 compared to the prior year’s grants.
•Loan and realty gains were $0.4 million associated with a decrease of the credit loss reserve of $0.8 million offset by real estate impairment charges on three properties in the first quarter of 2023 as described under the heading “Assets Held for Sale and Long-Lived Assets” in Note 3 to the condensed consolidated financial statements. During the first quarter of 2022, three real estate properties were impaired for a total of $24.6 million and an increase in the credit loss reserve of approximately $0.1 million.
•Legal costs decreased $1.7 million primarily related to the Welltower, Inc. litigation and transition activities for the legacy Holiday portfolio that occurred in the prior year.
•Gains on sales of real estate, net were $1.4 million primarily associated with the disposition of one property in the first quarter of 2023 included in the assets disposition table under the heading “Assets Dispositions” in Note 3 to the condensed consolidated financial statements. During the first quarter of 2022, we disposed of a medical office building resulting in a gain of approximately $3.0 million.
40
Liquidity and Capital Resources
At March 31, 2023, we had $485.0 million available to draw on our revolving credit facility, $13.9 million in unrestricted cash and cash equivalents, and the potential to access $500.0 million through the issuance of common stock under the Company’s at-the-market (“ATM”) equity program. In addition, the Company maintains an effective automatic shelf registration statement through which capital could be raised via the issuance of debt and or equity securities.
Sources and Uses of Funds
Our primary sources of cash include rent payments, receipts from residents, principal and interest payments on mortgage and other notes receivable, proceeds from the sales of real property, net proceeds from offerings of equity securities and borrowings from our loans and revolving credit facility. Our primary uses of cash include debt service payments (both principal and interest), new investments in real estate and notes receivable, dividend distributions to our stockholders, operating expenses for SHOP and general corporate overhead.
These sources and uses of cash are reflected in our Condensed Consolidated Statements of Cash Flows as summarized below ($ in thousands):
| Three Months Ended March 31, | One Year Change | ||||||||||||||||||||||
| 2023 | 2022 | $ | % | ||||||||||||||||||||
| Cash and cash equivalents and restricted cash, January 1 | $ | 21,516 | $ | 39,485 | $ | (17,969) | (45.5) | % | |||||||||||||||
| Net cash provided by operating activities | 31,048 | 38,680 | (7,632) | (19.7) | % | ||||||||||||||||||
| Net cash used in investing activities | (27,521) | (2,060) | (25,461) | NM | |||||||||||||||||||
| Net cash used in financing activities | (9,516) | (36,177) | 26,661 | (73.7) | % | ||||||||||||||||||
| Cash and cash equivalents and restricted cash, March 31 | $ | 15,527 | $ | 39,928 | $ | (24,401) | (61.1) | % | |||||||||||||||
Operating Activities – Net cash provided by operating activities for the three months ended March 31, 2023, which includes new investments completed, the SHOP ventures, lease payment collections arising from escalators on existing leases and interest payments on new real estate and note investments completed, was impacted by the disposition of 24 senior housing properties for net proceeds of approximately $165.8 million since March 2022, offset by reduced pandemic-related rent concessions granted by approximately $7.8 million.
Investing Activities – Net cash used in investing activities for the three months ended March 31, 2023 was comprised primarily of approximately $47.4 million of investments in mortgage and other notes and renovations and acquisitions of real estate, offset by the proceeds from the sales of real estate of approximately $10.2 million and the collection of principal on mortgage and other notes receivable of approximately $7.2 million.
Financing Activities – Net cash used in financing activities for the three months ended March 31, 2023 differs from the same period in 2022 primarily as a result of an approximately $18.0 million increase in net borrowings, an increase of $2.0 million in contributions from noncontrolling interests, a decrease in debt issuance cost of $4.5 million and a decrease in dividend payments approximately of $2.2 million over the same period in 2022.
Debt Obligations
As of March 31, 2023, we had outstanding debt of $1.2 billion. Reference Note 8 to the condensed consolidated financial statements for additional information about our outstanding indebtedness. Also, reference Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for more details on our indebtedness and the impact of interest rate risk.
Unsecured Bank Credit Facility - On March 31, 2022, we entered into a new unsecured revolving credit agreement (the “2022 Credit Agreement”) providing us with a $700.0 million unsecured revolving credit facility, replacing our previous $550.0 million unsecured revolver. The 2022 Credit Agreement matures in March 2026, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. Borrowings under the 2022 Credit Agreement bear interest, at our election, at one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (ii) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (iii) the base rate plus a margin ranging from 0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the agent’s prime rate, (ii) the federal funds rate on such day plus 0.50% or (iii) the adjusted Term SOFR for a one-
41
month tenor in effect on such day plus 1.0%. We incurred $4.5 million of deferred costs in connection with the 2022 Credit Agreement.
We have a $220.0 million term loan, maturing in September 2023 (“2023 Term Loan”) whose covenants align with provisions in the 2022 Credit Agreement and interest accrues on borrowings based on SOFR (plus a credit spread adjustment). We may also elect for the 2023 Term Loan to accrue interest at a base rate plus the applicable margin. For the three months ended March 31, 2023, we repaid $20.0 million of the 2023 Term Loan.
As of March 31, 2023, the revolver and term loan bore interest at a rate of one-month Term SOFR (plus a 10 basis points (“bps”) spread adjustment) plus 105 bps and 125 bps, based on our debt ratings, or 5.95% and 6.15%, respectively. The facility fee was 25 bps per annum. At April 30, 2023, $201.0 million amount was outstanding under the revolving facility.
In January 2023, we repaid the $125.0 million of the private placement notes due January 2023 primarily with proceeds from the revolving credit facility.
The current SOFR spreads and facility fee for our revolving credit facility and the 2023 Term Loan reflect our ratings compliance based on the applicable margin for SOFR loans at a debt rating of BBB-/Baa3 in the Interest Rate Schedule provided below in summary format:
Interest Rate Schedule
| SOFR Spread | ||||||||||||||||||||
| Debt Ratings | Revolver | Revolver Facility Fee | $300m Term Loan | |||||||||||||||||
| A+/A1 | 0.725% | 0.125% | 0.75% | |||||||||||||||||
| A/A2 | 0.725% | 0.125% | 0.80% | |||||||||||||||||
| A-/A3 | 0.725% | 0.125% | 0.85% | |||||||||||||||||
| BBB+/Baa1 | 0.775% | 0.150% | 0.90% | |||||||||||||||||
| BBB/Baa2 | 0.850% | 0.200% | 1.00% | |||||||||||||||||
| BBB-/Baa3 | 1.050% | 0.250% | 1.25% | |||||||||||||||||
| Lower than BBB-/Baa3 | 1.400% | 0.300% | 1.65% | |||||||||||||||||
Beyond the applicable ratios detailed above, if our credit rating from at least two credit rating agencies is downgraded below “BBB-/Baa3” the debt under our credit agreements will be subject to defined increases in interest rates and fees.
The 2022 Credit Agreement requires that we calculate specified financial statement metrics and meet or exceed a variety of financial ratios, which are usual and customary in nature. These ratios are calculated quarterly and as of March 31, 2023, were within required limits. The calculation of our leverage ratio involves intermediate determinations of our “total indebtedness” and of our “total asset value,” as defined in the 2022 Credit Agreement.
2031 Senior Notes - In January 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of March 31, 2023, we were in compliance with all affirmative and negative covenants, including financial covenants for our 2031 Senior Notes borrowings.
Debt Maturities - Reference Note 8 to the condensed consolidated financial statements for more information on our debt maturities.
Credit Ratings - Moody's Investors Services (“Moody's”) announced on November 5, 2020 that it assigned an investment grade issuer credit rating and a senior unsecured debt rating of ‘Baa3’ with a “Negative” outlook to the Company. Moody’s released a credit opinion on October 13, 2022 which affirmed the rating and revised the outlook to “Stable” for the Company. Both Fitch and S&P Global announced in November 2019 a public issuer credit rating of BBB- with an outlook of “Stable.” Fitch reaffirmed its rating most recently on April 10, 2023 and S&P Global reaffirmed its rating on November 14, 2022. Our unsecured private placement term loan agreements include a rate increase provision that is effective if any rating agency lowers our credit rating below investment grade and our compliance leverage increases to 50% or more. Any reduction in outlook or downgrade in our credit ratings from the rating agencies could negatively impact our costs of borrowings.
42
Debt Metrics - 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 at contractual rates net of capitalized interest and principal payments on debt), and the ratio of consolidated net 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 also believe our balance sheet gives us a competitive advantage when accessing debt markets.
We calculate our fixed charge coverage ratio as approximately 4.6x for the three months ended March 31, 2023 (see our discussion under the heading Adjusted EBITDA below including a reconciliation to our net income). Giving effect to significant acquisitions, financings, disposals and payoffs on an annualized basis, our consolidated net debt to Annualized Adjusted EBITDA ratio is approximately 4.6x for the three months ended March 31, 2023 ($ in thousands):
| Consolidated Total Debt | $ | 1,176,014 | |||
| Less: cash and cash equivalents | (13,875) | ||||
| Consolidated Net Debt | $ | 1,162,139 | |||
| Adjusted EBITDA | $ | 62,190 | |||
| Annualizing adjustment | 186,570 | ||||
| Annualized impact of recent investments, disposals and payoffs | 2,086 | ||||
| $ | 250,846 | ||||
| Consolidated Net Debt to Annualized Adjusted EBITDA | 4.6x | ||||
Supplemental Guarantor Financial Information
The Company’s $920.0 million bank credit facility, unsecured private placement notes with an aggregate principal amount of $275.0 million, and 2031 Senior Notes with an aggregate principal amount of $400.0 million are fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries, except for certain excluded subsidiaries (“Guarantors”). The Guarantors are either owned or controlled by, or are affiliates of the Company.
The following tables present summarized financial information for the Company and the Guarantors, on a combined basis after eliminating (i) intercompany transactions and balances among the guarantor entities and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor ($ in thousands):
| As of | ||||||||
| March 31, 2023 | ||||||||
| Real estate properties, net | $ | 1,839,729 | ||||||
| Other assets, net | 325,856 | |||||||
| Note receivable due from non-guarantor subsidiary | 81,395 | |||||||
| Totals assets | $ | 2,246,980 | ||||||
| Debt | $ | 1,099,949 | ||||||
| Other liabilities | 65,782 | |||||||
| Total liabilities | $ | 1,165,731 | ||||||
| Redeemable noncontrolling interest | $ | 9,520 | ||||||
| Noncontrolling interests | $ | 1,023 | ||||||
43
| Three Months Ended | ||||||||
| March 31, 2023 | ||||||||
| Revenues | $ | 73,379 | ||||||
| Interest revenue on note due from non-guarantor subsidiary | 1,148 | |||||||
| Expenses | 44,700 | |||||||
| Gains on sales of real estate | 1,397 | |||||||
| Net income | $ | 31,224 | ||||||
| Net income attributable to NHI and the subsidiary guarantors | $ | 31,524 | ||||||
Equity
At March 31, 2023 we had 43,388,742 shares of common stock outstanding with a market value of $2.2 billion. Equity on our Condensed Consolidated Balance Sheet totaled $1.3 billion at March 31, 2023.
Share Repurchase Plan - On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock. The Revised Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Exchange Act and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.
During the three months ended March 31, 2023, no common stock was repurchased. During 2022, cumulative repurchases through open market transactions were 2,468,354 shares of common stock for approximately $151.6 million. All shares received were constructively retired upon receipt, and reflected as a reduction to “Retained earnings” in the Condensed Consolidated Balance Sheet as of December 31, 2022.
Dividends - Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. 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 Board of Directors has historically directed the Company toward maintaining a strong balance sheet. Therefore, we consider the competing interests of short and long-term debt (interest rates, maturities and other terms) versus the higher cost of new equity, and we accept some level of risk associated with leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where the spreads over our cost of equity and debt capital on a leverage neutral basis will generate sufficient returns to our stockholders. We do not expect to utilize borrowings to satisfy the payment of dividends and project that cash flows from operations for the full year 2023 will be adequate to fund dividends at the current rate.
We intend to comply with REIT dividend requirements that we distribute at least 90% of our annual taxable income for the year ending December 31, 2023 and thereafter. Historically, the Company has distributed at least 100% of annual taxable income. Dividends declared for the fourth quarter of each fiscal year are paid by the end of the following January and are, with some exceptions, treated for tax purposes as having been paid in the fiscal year just ended as provided in Internal Revenue Code Section 857(b)(8).
The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, 2023 and 2022:
| Three Months Ended March 31, 2023 | ||||||||||||||||||||
| Date of Declaration | Date of Record | Date Paid/Payable | Quarterly Dividend | |||||||||||||||||
| November 6, 2022 | December 30, 2022 | January 27, 2023 | $0.90 | |||||||||||||||||
| February 17, 2023 | March 31, 2023 | May 5, 2023 | $0.90 | |||||||||||||||||
44
| Three Months Ended March 31, 2022 | ||||||||||||||||||||
| Date of Declaration | Date of Record | Date Paid/Payable | Quarterly Dividend | |||||||||||||||||
| November 5, 2021 | December 31, 2021 | January 31, 2022 | $0.90 | |||||||||||||||||
| February 16, 2022 | March 31, 2022 | May 6, 2022 | $0.90 | |||||||||||||||||
On May 5, 2023, the Board of Directors declared a $0.90 per share dividend to common stockholders of record on June 30, 2023, payable on August 4, 2023.
Shelf Registration Statement - We have an automatic shelf registration statement on file with the SEC that allows the Company to offer and sell to the public an unspecified amount of common stock, preferred stock, debt securities, warrants and or units at prices and on terms to be announced when and if such securities are offered. The details of any future offerings, along with the use of proceeds from any securities offered, will be described in a prospectus supplement or other offering materials, at the time of offering. Our shelf registration statement expires in March 2026.
Material Cash Requirements
We had approximately $14.6 million in corporate cash and cash equivalents on hand and $499.0 million in availability under our unsecured revolving credit facility as of April 30, 2023. Our expected material cash requirements for the twelve months ended March 31, 2024 and thereafter consist of long-term debt maturities; interest on long-term debt; and contractually obligated expenditures. We expect to meet our short-term liquidity needs largely through cash generated from operations and borrowings under our revolving credit facility, refer to Unsecured Bank Credit Facility discussion above, and sales from real estate investments, although we may choose to seek alternative sources of liquidity. Should we have additional liquidity needs, we believe that we could access long-term financing in the debt and equity capital markets.
During the first quarter of 2023, we worked with our primary treasury management bank to mitigate our uninsured deposit risk for our cash and cash equivalents through the use of multiple demand deposit and money market accounts that are managed by our primary treasury management bank.
Contractual Obligations and Contingent Liabilities
As of March 31, 2023, our contractual payment obligations were as follows ($ in thousands):
| Total | Less than 1 year | 1-3 years | 3-5 years | More than 5 years | |||||||||||||||||||||||||
Debt, including interest1 | $ | 1,278,488 | $ | 316,402 | $ | 246,046 | $ | 318,559 | $ | 397,481 | |||||||||||||||||||
| Loan commitments | 51,740 | 21,995 | 29,745 | — | — | ||||||||||||||||||||||||
| Development commitments | 6,088 | 6,088 | — | — | — | ||||||||||||||||||||||||
| $ | 1,336,316 | $ | 344,485 | $ | 275,791 | $ | 318,559 | $ | 397,481 | ||||||||||||||||||||
1 Interest is calculated based on the weighted average interest rate of outstanding debt balances as of March 31, 2023. The calculation also includes a facility fee of 0.20%.
Commitments and Contingencies
The following tables summarize information as of March 31, 2023 related to our outstanding commitments and contingencies which are more fully described in the notes to the condensed consolidated financial statements ($ in thousands):
| Asset Class | Type | Total | Funded | Remaining | |||||||||||||||||||||||||
| Loan Commitments: | |||||||||||||||||||||||||||||
| Bickford Senior Living | SHO | Construction | $ | 14,700 | $ | (14,700) | $ | — | |||||||||||||||||||||
| Encore Senior Living | SHO | Construction | 50,725 | (39,754) | 10,971 | ||||||||||||||||||||||||
| Senior Living Communities | SHO | Revolving Credit | 20,000 | (17,500) | 2,500 | ||||||||||||||||||||||||
| Timber Ridge OpCo | SHO | Working Capital | 5,000 | — | 5,000 | ||||||||||||||||||||||||
| Watermark Retirement | SHO | Working Capital | 5,000 | (1,476) | 3,524 | ||||||||||||||||||||||||
| Montecito Medical Real Estate | MOB | Mezzanine Loan | 50,000 | (20,255) | 29,745 | ||||||||||||||||||||||||
| $ | 145,425 | $ | (93,685) | $ | 51,740 | ||||||||||||||||||||||||
45
See Note 9 to our condensed consolidated financial statements for further details about our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees.
The credit loss liability for unfunded loan commitments was $0.3 million as of March 31, 2023 and is estimated using the same methodology as for our funded mortgage and other notes receivable based on the estimated amount that we expect to fund.
| Asset Class | Type | Total | Funded | Remaining | |||||||||||||||||||||||||
| Development Commitments: | |||||||||||||||||||||||||||||
| Woodland Village | SHO | Renovation | $ | 7,515 | $ | (7,425) | $ | 90 | |||||||||||||||||||||
| Watermark Retirement | SHO | Renovation | 6,500 | (6,500) | — | ||||||||||||||||||||||||
| Navion | SHO | Renovation | 3,500 | (1,075) | 2,425 | ||||||||||||||||||||||||
| Other | SHO | Various | 4,150 | (1,442) | 2,708 | ||||||||||||||||||||||||
| SHOP | ILF | Renovation | 1,500 | (635) | 865 | ||||||||||||||||||||||||
| $ | 23,165 | $ | (17,077) | $ | 6,088 | ||||||||||||||||||||||||
In addition to the commitments listed above, one of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to Discovery to fund up to $2.0 million toward the purchase of condominium units located at one of the facilities, of which $1.0 million has been funded as of March 31, 2023.
| Asset Class | Total | Funded | Remaining | ||||||||||||||||||||
| Contingencies (Lease Inducements): | |||||||||||||||||||||||
| Timber Ridge OpCo | SHO | $ | 10,000 | $ | (10,000) | $ | — | ||||||||||||||||
| Wingate Healthcare | SHO | 5,000 | — | 5,000 | |||||||||||||||||||
| Navion Senior Solutions | SHO | 4,850 | (2,700) | 2,150 | |||||||||||||||||||
| Discovery Senior Living | SHO | 4,000 | — | 4,000 | |||||||||||||||||||
| Ignite Medical Resorts | SNF | 2,000 | — | 2,000 | |||||||||||||||||||
| Sante Partners | SHO | 2,000 | — | 2,000 | |||||||||||||||||||
| IntegraCare | SHO | 750 | — | 750 | |||||||||||||||||||
| $ | 28,600 | $ | (12,700) | $ | 15,900 | ||||||||||||||||||
Litigation
Our facilities are subject to claims and suits in the ordinary course of business. Our managers, tenants and borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from the operation of the facilities, and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. In addition, such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings relate to our SHOP segment. While there may be lawsuits pending against us and certain of the owners and/or lessees of the facilities, management believes that the ultimate resolution of all such pending proceedings will have no direct material adverse effect on our financial condition, results of operations or cash flows.
FFO & FAD
The supplemental performance measures described below may not be comparable to similarly titled measures used by other REITs. Consequently, our Funds From Operations (“FFO”), Normalized FFO 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 measures, caution should be exercised when comparing our FFO, Normalized FFO and Normalized FAD to that of other REITs. These measures do not represent cash generated from operating activities in accordance with 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 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.
46
Funds From Operations - FFO
Our FFO per diluted common share for the three months ended March 31, 2023 increased $0.11 or 10.5% over the same period in 2022 due primarily to a reduction of pandemic-related rent concessions since March 2022. 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, impairments of real estate, and real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities.
Our Normalized FFO per diluted common share for the three months ended March 31, 2023 increased $0.01 or 0.9% over the same period in 2022. 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 non-real estate assets and liabilities, and recoveries of previous write-downs.
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.
Funds Available for Distribution - FAD
Our Normalized FAD for the three months ended March 31, 2023 decreased $4.9 million or 9.36% over the same period in 2022 due primarily to an increase in interest expense, an increase in payroll and benefits expenses and property dispositions completed since March 2022. In addition to the adjustments included in the calculation of Normalized FFO, Normalized FAD excludes the impact of any straight-line lease revenue, amortization of the original issue discount on our senior unsecured notes and amortization of debt issuance costs. We also adjust Normalized FAD for the net change in our allowance for expected credit losses, non-cash share-based compensation as well as certain non-cash items related to our equity method investment such as straight-line lease expense and amortization of purchase accounting adjustments.
Normalized FAD is an important supplemental performance measure for a REIT and a useful measure of liquidity as an indicator of the ability to distribute dividends to stockholders. GAAP requires a lessor to recognize contractual lease payments into income on a straight-line basis over the expected term of the lease. This straight-line adjustment has the effect of reporting lease income that is significantly more or less than the contractual cash flows received pursuant to the terms of the lease agreement. GAAP also requires any discount or premium related to indebtedness and debt issuance costs to be amortized as non-cash adjustments to earnings.
The following table reconciles net income, the most directly comparable GAAP metric, to FFO, Normalized FFO and Normalized FAD and is presented for both basic and diluted weighted average common shares ($ in thousands, except share and per share amounts):
47
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income attributable to common stockholders | $ | 34,484 | $ | 8,399 | |||||||
| Elimination of certain non-cash items in net income: | |||||||||||
| Real estate depreciation | 17,518 | 18,272 | |||||||||
| Real estate depreciation related to noncontrolling interests | (396) | (210) | |||||||||
| Gains on sales of real estate, net | (1,397) | (2,981) | |||||||||
| Impairments of real estate | 338 | 24,604 | |||||||||
| NAREIT FFO attributable to common stockholders | 50,547 | 48,084 | |||||||||
| Loss on early retirement of debt | — | 151 | |||||||||
| Non-cash write-offs of straight-line receivable and lease incentives | — | 2,139 | |||||||||
| Non-cash rental income | (2,500) | — | |||||||||
| Normalized FFO attributable to common stockholders | 48,047 | 50,374 | |||||||||
| Straight-line lease revenue, net | (2,097) | (3,219) | |||||||||
| Straight-line lease revenue, net, related to noncontrolling interests | 24 | 22 | |||||||||
| Non-real estate depreciation | 98 | — | |||||||||
| Non-real estate depreciation related to noncontrolling interest | (9) | — | |||||||||
| Amortization of lease incentives | 299 | 252 | |||||||||
| Amortization of lease incentive related to noncontrolling interests | (53) | — | |||||||||
| Amortization of original issue discount | 80 | 80 | |||||||||
| Amortization of debt issuance costs | 526 | 562 | |||||||||
| Amortization related to equity method investment | (291) | (236) | |||||||||
| Straight-line lease expense related to equity method investment | (4) | (8) | |||||||||
| Note receivable credit loss benefit | (756) | (76) | |||||||||
| Non-cash share-based compensation | 2,105 | 5,083 | |||||||||
| Equity method investment capital expenditures | (105) | (105) | |||||||||
| Equity method investment non-refundable fees received | 239 | (60) | |||||||||
| Senior housing portfolio recurring capital expenditures | (407) | — | |||||||||
| SHOP recurring capital expenditures related to noncontrolling interests | 43 | — | |||||||||
| Normalized FAD attributable to common stockholders | $ | 47,739 | $ | 52,669 | |||||||
| BASIC | |||||||||||
| Weighted average common shares outstanding | 43,388,742 | 45,850,686 | |||||||||
| NAREIT FFO attributable to common stockholders per share | $ | 1.16 | $ | 1.05 | |||||||
| Normalized FFO attributable to common stockholders per share | $ | 1.11 | $ | 1.10 | |||||||
| DILUTED | |||||||||||
| Weighted average common shares outstanding | 43,391,429 | 45,851,061 | |||||||||
| NAREIT FFO attributable to common stockholders per share | $ | 1.16 | $ | 1.05 | |||||||
| Normalized FFO attributable to common stockholders per share | $ | 1.11 | $ | 1.10 | |||||||
48
Adjusted EBITDA
We consider Adjusted EBITDA to be an important supplemental measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization, excluding real estate asset impairments and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods. These items 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. Adjusted EBITDA also includes our proportionate share of unconsolidated equity method investment presented on a similar basis. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies.
The following table reconciles net income, the most directly comparable GAAP metric, to Adjusted EBITDA ($ in thousands):
| Three Months Ended | |||||||||||
| March 31, | |||||||||||
| 2023 | 2022 | ||||||||||
| Net income | $ | 34,183 | $ | 8,246 | |||||||
| Interest expense | 14,027 | 10,198 | |||||||||
| Franchise, excise and other taxes | 183 | 244 | |||||||||
| Depreciation | 17,617 | 18,272 | |||||||||
| NHI’s share of EBITDA adjustments for unconsolidated entities | 495 | 678 | |||||||||
| Note receivable credit loss benefit | (756) | (76) | |||||||||
| Gains on sales of real estate, net | (1,397) | (2,981) | |||||||||
| Loss on early retirement of debt | — | 151 | |||||||||
| Impairment of real estate | 338 | 24,604 | |||||||||
| Non-cash write-off of straight-line rents receivable and lease amortization | — | 2,139 | |||||||||
| Non-cash rental income | (2,500) | — | |||||||||
| Adjusted EBITDA | $ | 62,190 | $ | 61,475 | |||||||
| Interest expense at contractual rates | $ | 13,440 | $ | 9,558 | |||||||
| Principal payments | 103 | 98 | |||||||||
| Fixed Charges | $ | 13,543 | $ | 9,656 | |||||||
| Fixed Charge Coverage | 4.6x | 6.4x | |||||||||
For all periods presented, EBITDA reflects GAAP interest expense, which excludes amounts capitalized during the period.
Net Operating Income
Net operating income (“NOI”) is a U.S. non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. We define NOI as total revenues, less tenant reimbursements and property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.
49
The following table reconciles NOI to net income, the most directly comparable GAAP metric ($ in thousands):
| Three Months Ended | |||||||||||
| March 31 | |||||||||||
| NOI Reconciliations: | 2023 | 2022 | |||||||||
| Net income | $ | 34,183 | $ | 8,246 | |||||||
| Gains from equity method investment | — | (297) | |||||||||
| Loss on early retirement of debt | — | 151 | |||||||||
| Gains on sales of real estate, net | (1,397) | (2,981) | |||||||||
| Loan and realty (gains) losses | (418) | 24,528 | |||||||||
| General and administrative | 5,653 | 8,101 | |||||||||
| Franchise, excise and other taxes | 183 | 244 | |||||||||
| Legal | 122 | 1,827 | |||||||||
| Interest | 14,027 | 10,198 | |||||||||
| Depreciation | 17,617 | 18,272 | |||||||||
| Consolidated net operating income (NOI) | $ | 69,970 | $ | 68,289 | |||||||
| NOI by segment: | |||||||||||
| Real Estate Investments | $ | 67,988 | $ | 68,236 | |||||||
| SHOP | 1,901 | — | |||||||||
| Non-Segment/Corporate | 81 | 53 | |||||||||
| Total NOI | $ | 69,970 | $ | 68,289 | |||||||
50
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Interest Rate Risk
At March 31, 2023, we were exposed to market risks related to fluctuations in interest rates on approximately $435.0 million of variable-rate indebtedness and on our mortgage and other notes receivable. The unused portion ($485.0 million at March 31, 2023) of our revolving credit facility, should it be drawn upon, is subject to variable rates.
Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and loans receivable unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. Assuming a 50 basis-point increase or decrease in the interest rate related to variable-rate debt, and assuming no change in the outstanding balance as of March 31, 2023, net interest expense would increase or decrease annually by approximately $2.2 million or $0.05 per common share on a diluted basis.
We have historically used derivative financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative purposes. We currently have no derivative financial instruments but may engage in hedging strategies to manage our exposure to market risks in the future, depending on an analysis of the interest rate environment and the costs and risks of such strategies.
The following table sets forth certain information with respect to our debt ($ in thousands):
| March 31, 2023 | December 31, 2022 | ||||||||||||||||||||||||||||||||||
Balance1 | % of total | Rate2 | Balance1 | % of total | Rate2 | ||||||||||||||||||||||||||||||
| Fixed rate: | |||||||||||||||||||||||||||||||||||
| Private placement term loans - unsecured | $ | 275,000 | 23.2 | % | 4.22 | % | $ | 400,000 | 34.5 | % | 4.15 | % | |||||||||||||||||||||||
| 2031 Senior notes - unsecured | 400,000 | 33.7 | % | 3.00 | % | 400,000 | 34.5 | % | 3.00 | % | |||||||||||||||||||||||||
| Fannie Mae term loans - secured, non-recourse | 76,546 | 6.5 | % | 3.96 | % | 76,649 | 6.6 | % | 3.96 | % | |||||||||||||||||||||||||
| Variable rate: | |||||||||||||||||||||||||||||||||||
| Bank term loan - unsecured | 220,000 | 18.5 | % | 6.15 | % | 240,000 | 20.8 | % | 5.71 | % | |||||||||||||||||||||||||
| Revolving credit facility - unsecured | 215,000 | 18.1 | % | 5.95 | % | 42,000 | 3.6 | % | 5.51 | % | |||||||||||||||||||||||||
| $ | 1,186,546 | 100.0 | % | 4.47 | % | $ | 1,158,649 | 100.0 | % | 3.91 | % | ||||||||||||||||||||||||
1 Differs from carrying amount due to unamortized discounts and loan costs. | |||||||||||||||||||||||||||||||||||
2 Total is weighted average rate | |||||||||||||||||||||||||||||||||||
51
To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects on fair value (“FV”) assuming a parallel shift of 50 bps in market interest rates for a contract with similar maturities as of March 31, 2023 ($ in thousands):
| Balance | Fair Value1 | FV reflecting change in interest rates | |||||||||||||||||||||
| Fixed rate: | -50 bps | +50 bps | |||||||||||||||||||||
| Private placement term loans - unsecured | $ | 275,000 | $ | 263,648 | $ | 266,604 | $ | 260,735 | |||||||||||||||
| 2031 Senior notes | 400,000 | 328,539 | 340,210 | 317,304 | |||||||||||||||||||
| Fannie Mae term loans | 76,546 | 72,806 | 73,529 | 72,091 | |||||||||||||||||||
1 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates. | |||||||||||||||||||||||
At March 31, 2023, the fair value of our mortgage and other notes receivable, discounted for estimated changes in the risk-free rate, was approximately $219.0 million. A 50 basis-point increase in market rates would decrease the estimated fair value of our mortgage and other loans by approximately $2.2 million, while a 50 bps decrease in such rates would increase their estimated fair value by approximately $3.5 million.
Inflation Risk
Our real estate leases generally provide for annual increases in contractual rent due based on a fixed amount or percentage or based on increases in the Consumer Price Index (“CPI”). Leases with increases based on CPI may contain a minimum increase or a cap on the maximum annual increase. Substantially all of our leases require the tenant to pay all operating expenses for the property, whether paid directly by the tenant or reimbursed to us. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense reimbursements described above.
Item 4. Controls and Procedures.
Evaluation of Disclosure Control and Procedures. As of March 31, 2023, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of management’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934) to ensure information required to be disclosed in our filings under the Exchange Act, is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms; and (ii) accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving desired control objectives, and management is necessarily required to apply its judgment when evaluating the cost-benefit relationship of potential controls and procedures. Based upon the evaluation, the CEO and CFO concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, 2023.
There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.
Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in management’s evaluation during the three months ended March 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
52
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.
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 the operation of the facilities, and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. In addition, such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings related to our SHOP segment. While there may be lawsuits pending against us and certain of the owners and/or lessees of our facilities, management believes that the ultimate resolution of all such pending proceedings will have no direct material adverse effect on our financial condition, results of operations or cash flows.
Item 1A. Risk Factors.
During the three months ended March 31, 2023, there have been no material changes from the risk factors previously disclosed in Part I, Item 1A of National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2022, except as amended and supplemented by the additional risk factors below.
Inflation and increased interest rates may adversely affect our financial condition and results of operations.
Although inflation has not materially impacted our operations in the recent past, inflation is at a 40-year high and beginning in March of 2022, the Federal Reserve began raising the federal funds rate in an effort to curb inflation. The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States and/or globally. Increased inflation and interest rates could have an adverse impact on our variable rate debt, our ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and the value of an investment in us to the extent such increases are not reimbursed or paid by our tenants. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our tenants, our results of operations could be adversely affected. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements, our inability to refinance maturing debt in part or in full as it comes due and higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our financial results may be negatively impacted.
Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, results of operations, or our prospects.
The funds in our accounts are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts may periodically exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.
In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock. The Revised
53
Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Exchange Act and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations. During the three months ended March 31, 2023, no common stock was repurchased.
54
Item 6. Exhibits.
| Exhibit No. | Description | ||||
| 3.1 | Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-3 Registration Statement No. 333-192322) | ||||
| 3.2 | Articles of Amendment to Articles of Incorporation of National Health Investors, Inc. dated as of June 8, 1994, (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 Registration Statement No. 333-194653 of National Health Investors, Inc.) | ||||
| 3.3 | Amendment to Articles of Incorporation (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed March 21, 2009) | ||||
| 3.4 | Amendment to Articles of Incorporation approved by shareholders on May 2, 2014 (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed August 4, 2014) | ||||
| 3.5 | |||||
| 3.6 | Amendment to Articles of Incorporation approved by shareholders on May 6, 2020 (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed August 10, 2020) | ||||
| 4.1 | Form of Common Stock Certificate (incorporated by reference to Exhibit 39 to Form S-11 Registration Statement No. 33-41863, filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T) | ||||
| 4.2 | Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed March 31, 2014) | ||||
| 4.3 | First Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed March 31, 2014) | ||||
| 4.4 | Indenture dated as of January 26, 2021, among National Health Investors, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated January 26, 2021) | ||||
| 4.5 | First Supplemental Indenture dated as of January 26, 2021, among National Health Investors, Inc. Regions Bank, as trustee, and the subsidiary guarantors set forth therein (incorporated by reference to Exhibit 4.2 to Form 8-K dated January 26, 2021) | ||||
| 4.6 | Second Supplemental Indenture, dated as of March 31, 2022, among National Health Investors, Inc., Regions Bank, as trustee, and the subsidiary guarantors set forth therein (incorporated by reference to Exhibit 4.6 to the Company’s Form 10-Q filed May 9, 2022) | ||||
| 31.1 | |||||
| 31.2 | |||||
| 32 | |||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | ||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | ||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | ||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | ||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | ||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
55
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NATIONAL HEALTH INVESTORS, INC. | ||||||||
| (Registrant) | ||||||||
| Date: | May 9, 2023 | /s/ D. Eric Mendelsohn | ||||||
| D. Eric Mendelsohn | ||||||||
| President, Chief Executive Officer and Director | ||||||||
| (duly authorized officer) | ||||||||
| Date: | May 9, 2023 | /s/ John L. Spaid | ||||||
| John L. Spaid | ||||||||
| Chief Financial Officer | ||||||||
| (Principal Financial Officer) | ||||||||
56