National Health Investors - 10-Q quarterly report FY2018 Q2

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



(Mark One)
[ x ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2018

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 001-10822

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)



Maryland		62-1470956
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

222 Robert Rose Drive, Murfreesboro, Tennessee		37129
(Address of principal executive offices)		(Zip Code)

(615) 890-9100

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant has submitted electronically 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 [ x ] 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 [ x ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ ]
(Do not check if a 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 [ x ]

There were 42,174,948 shares of common stock outstanding of the registrant as of August 3, 2018.

Table of Contents



	Page
Part I. Financial Information

Item 1. Financial Statements	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	25

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	48

Item 4. Controls and Procedures.	49

Part II. Other Information

Item 1. Legal Proceedings	50

Item 1A. Risk Factors	50

Item 6. Exhibits	51

Signatures	52

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)



	June 30, 2018			December 31, 2017
	(unaudited)
Assets:
Real estate properties:
Land	$	200,197		$	191,623
Buildings and improvements	2,598,660			2,471,602
Construction in progress	5,093			2,678
	2,803,950			2,665,903
Less accumulated depreciation	(415,332		)	(380,202		)
Real estate properties, net	2,388,618			2,285,701
Mortgage and other notes receivable, net	149,676			141,486
Cash and cash equivalents	3,045			3,063
Straight-line rent receivable	108,771			97,359
Other assets	23,126			18,212
Total Assets	$	2,673,236		$	2,545,821

Liabilities and Equity:
Debt	$	1,225,720		$	1,145,497
Accounts payable and accrued expenses	16,814			16,302
Dividends payable	42,172			39,456
Lease deposit liabilities	21,325			21,275
Deferred income	5,833			1,174
Total Liabilities	1,311,864			1,223,704

Commitments and Contingencies

Stockholders' Equity:
Common stock, $.01 par value; 60,000,000 shares authorized;
42,171,866 and 41,532,154 shares issued and outstanding	422			415
Capital in excess of par value	1,333,874			1,289,919
Cumulative net income in excess of dividends	24,938			32,605
Accumulated other comprehensive income (loss)	2,138			(822		)
Total Stockholders' Equity	1,361,372			1,322,117
Total Liabilities and Equity	$	2,673,236		$	2,545,821

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, 2017 was derived from the audited consolidated financial statements at that date.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2018		2017			2018			2017
	(unaudited)					(unaudited)
Revenues:
Rental income	$	69,869	$	65,725		$	139,122		$	128,853
Interest income	3,087		4,101			6,580			7,352
	72,956		69,826			145,702			136,205
Expenses:
Depreciation	17,794		16,819			35,129			32,963
Interest, including amortization of debt discount and issuance costs	12,220		11,732			23,834			23,393
Legal	223		146			334			202
Franchise, excise and other taxes	266		267			612			534
General and administrative	2,765		2,521			6,935			6,630
Loan and realty losses	1,849		—			1,849			—
	35,117		31,485			68,693			63,722

Income before investment and other gains and losses	37,839		38,341			77,009			72,483
Investment and other gains	—		—			—			10,088
Loss on convertible note retirement	—		(96		)	(738		)	(96		)
Net income	$	37,839	$	38,245		$	76,271		$	82,475

Weighted average common shares outstanding:
Basic	41,704,819		40,982,244			41,618,487			40,468,024
Diluted	41,786,829		41,245,173			41,681,854			40,679,345

Earnings per common share:
Net income per common share - basic	$	.91	$	.93		$	1.83		$	2.04
Net income per common share - diluted	$	.91	$	.93		$	1.83		$	2.03

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

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(in thousands)



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2018		2017			2018		2017
	(unaudited)					(unaudited)

Net income	$	37,839	$	38,245		$	76,271	$	82,475
Other comprehensive income (loss):
Change in unrealized gains on securities	—		—			—		(26		)
Reclassification for amounts recognized in investment and other gains	—		—			—		(10,038		)
Increase (decrease) in fair value of cash flow hedges	727		(690		)	2,373		(225		)
Reclassification for amounts recognized as interest expense	76		645			352		1,434
Total other comprehensive income (loss)	803		(45		)	2,725		(8,855		)
Comprehensive income	$	38,642	$	38,200		$	78,996	$	73,620

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

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)



	Six Months Ended
	June 30,
	2018			2017
	(unaudited)
Cash flows from operating activities:
Net income	$	76,271		$	82,475
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	35,129			32,963
Amortization of issue costs, debt discounts and prepaid expenses	2,100			2,479
Amortization of commitment fees and note receivable discounts	(589		)	(349		)
Amortization of lease incentives	132			20
Straight-line rental income	(11,797		)	(12,005		)
Non-cash interest income on construction loans	(943		)	(470		)
Gain on sale of real estate	—			(50		)
Loss on convertible note retirement	738			96
Gain on sale of marketable securities	—			(10,038		)
Loan and realty losses	1,849			—
Non-cash stock-based compensation	1,794			1,865
Change in operating assets and liabilities:
Other assets	(5,759		)	(2,321		)
Accounts payable, accrued expenses and other liabilities	2,900			283
Net cash provided by operating activities	101,825			94,948

Cash flows from investing activities:
Investments in mortgage and other notes receivable	(9,845		)	(30,950		)
Collections of mortgage and other notes receivable	2,775			24,155
Investments in real estate	(129,558		)	(128,411		)
Investments in real estate development	—			(8,446		)
Investments in renovations of existing real estate	(4,269		)	(2,891		)
Proceeds from disposition of real estate properties	—			450
Proceeds from sale of marketable securities	—			18,182
Net cash used in investing activities	(140,897		)	(127,911		)

Cash flows from financing activities:
Proceeds from revolving credit facilities	179,000			153,000
Payments on revolving credit facilities	(73,000		)	(123,000		)
Payments on term loans	(568		)	(394		)
Debt issuance costs	—			(4		)
Taxes remitted on employee stock awards	(325		)	(360		)
Proceeds from issuance of common shares	44,920			79,772
Convertible note redemption	(29,985		)	(2,762		)
Dividends paid to stockholders	(80,988		)	(74,651		)
Net cash provided by financing activities	39,054			31,601

Decrease in cash and cash equivalents	(18		)	(1,362		)
Cash and cash equivalents, beginning of period	3,063			4,832
Cash and cash equivalents, end of period	$	3,045		$	3,470

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

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)



	Six Months Ended
	June 30,
	2018		2017
	(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	22,403	$	21,667
Supplemental disclosure of non-cash investing and financing activities:
Change in accounts payable related to investments in real estate construction	$	273	$	598
Tenant investment in leased asset	$	3,775	$	1,250

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

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited, in thousands, except share and per share amounts)



	Common Stock			Capital in Excess of Par Value			Cumulative Net Income in Excess of Dividends			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
	Shares	Amount		Capital in Excess of Par Value			Cumulative Net Income in Excess of Dividends			Accumulated Other Comprehensive Income (Loss)			Total Stockholders’ Equity
Balances at December 31, 2017	41,532,154	$	415	$	1,289,919		$	32,605		$	(822	)	$	1,322,117
Cumulative effect of change in accounting principle	—	—		—			(235		)	235			—
Total comprehensive income	—	—		—			76,271			2,725			78,996
Equity component in redemption of convertible notes	—	—		(2,427		)	—			—			(2,427		)
Issuance of common stock, net	628,403	7		44,913			—			—			44,920
Taxes paid on employee stock awards	—	—		(325		)	—			—			(325		)
Shares issued on stock options exercised	11,309	—		—			—			—			—
Non-cash stock-based compensation	—	—		1,794			—			—			1,794
Dividends declared, $2.00 per common share	—	—		—			(83,703		)	—			(83,703		)
Balances at June 30, 2018	42,171,866	$	422	$	1,333,874		$	24,938		$	2,138		$	1,361,372

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

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2018

(unaudited)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

We, the management of National Health Investors, Inc., (“NHI” or the “Company”) believe that the unaudited condensed consolidated financial statements of which these notes are an integral part include all normal, recurring adjustments that are necessary to fairly present the condensed consolidated financial position, results of operations and cash flows of NHI in all material respects. The Condensed Consolidated Balance Sheet at December 31, 2017 has been derived from the audited consolidated financial statements at that date. We assume that users of these condensed consolidated financial statements have read or have access to the audited December 31, 2017 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except regarding material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate those contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2017 have been omitted. This condensed consolidated financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons including, but not limited to, acquisitions and dispositions, changes in interest rates, rents and the timing of debt and equity financings. For a better understanding of NHI and its condensed consolidated financial statements, we recommend reading these condensed consolidated financial statements in conjunction with the audited consolidated financial statements for the year ended December 31, 2017, which are included in our 2017 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, a copy of which is available at our web site: www.nhireit.com.

Principles of Consolidation - The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, joint ventures, partnerships and consolidated variable interest entities (“VIE”), if any. All intercompany transactions and balances have been eliminated in consolidation.

A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

We apply Financial Accounting Standards Board (“FASB”) guidance for our arrangements with VIEs which requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of the VIE. In accordance with FASB guidance, management must evaluate each of the Company’s contractual relationships which creates a variable interest in other entities. If the Company has a variable interest and the entity is a VIE, then management must determine whether the Company is the primary beneficiary of the VIE. If it is determined that the Company is the primary beneficiary, NHI would consolidate the VIE. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

At June 30, 2018, we held an interest in eight unconsolidated VIEs, and, because we generally lack either directly or through related parties any material input in the activities that most significantly impact their economic performance, we have concluded that NHI is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at amortized cost.

Table of Contents

Our VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of our exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below.



Date	Name	Source of Exposure	Carrying Amount		Maximum Exposure to Loss		Note Reference
2012	Bickford Senior Living	Various¹	$	39,492,000	$	58,503,000	Notes 2, 3
2014	Senior Living Communities	Notes and straight-line receivable	$	40,573,000	$	54,742,000	Notes 2, 3
2014	Life Care Services affiliate	Notes receivable	$	56,226,000	$	59,763,000	Note 3
2015	Affiliates of East Lake	Straight-line receivable	$	3,877,000	$	3,877,000	Note 2
2016	Senior Living Management	Notes and straight-line receivable	$	26,425,000	$	26,425,000	Note 3
2017	Navion Senior Solutions	Straight-line receivable	$	454,000	$	454,000	—
2017	Evolve Senior Living	Note receivable	$	9,918,000	$	9,918,000	—
2018	Comfort Care Senior Living	Straight-line receivable	$	6,000	$	6,000	Note 2

¹ Notes, straight-line rent receivables, and unamortized lease incentives

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. When the above relationships involve leases, some additional exposure to economic loss is present. Generally, additional economic loss on a lease, if any, would be limited to that resulting from a short period of arrearage and non-payment of monthly rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease. The potential extent of such loss will be dependent upon individual facts and circumstances, cannot be quantified, and is therefore not included in the tabulation above. Typically, the only carrying amounts involving our leases are accumulated straight-line receivables. For VIE relationships listed above without a note reference, please refer to our most recent Annual Report on Form 10-K for the year ended December 31, 2017.

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

Earnings Per Share - The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method, to the extent dilutive. Diluted earnings per share also incorporate the potential dilutive impact of our convertible senior notes. We apply the treasury stock method to our convertible debt instruments, the effect of which is that conversion will not be assumed for purposes of computing diluted earnings per share unless the average share price for the period exceeds the conversion price per share.

Reclassifications - We have reclassified certain balances where necessary to conform the presentation of prior periods to the current period. These reclassifications had no effect on previously reported net income.

New Accounting Pronouncements - For a review of recent accounting pronouncements pertinent to our operations and management’s judgment as to the impact that the eventual adoption of these pronouncements will have on our financial position and results of operations, see Note 11.

NOTE 2. REAL ESTATE

As of June 30, 2018, we owned 219 health care real estate properties located in 33 states and consisting of 143 senior housing communities (“SHO”), 71 skilled nursing facilities (“SNF”), 3 hospitals and 2 medical office buildings. Our senior housing communities include assisted living facilities, senior living campuses, independent living facilities, and entrance-fee communities. These investments (excluding our corporate office of $2,471,000) consisted of properties with an original cost of approximately $2,801,479,000 rented under triple-net leases to 29 lessees.

We acquired the following real estate properties during the six months ended June 30, 2018 (in thousands):



Operator	Date	Properties	Asset Class	Amount
The Ensign Group	January/May 2018	3	SNF	43,404
Bickford Senior Living	April 2018	5	SHO	69,750
Comfort Care Senior Living	May 2018	2	SHO	17,140
				$	130,294

Table of Contents

Ensign

On January 12, 2018, NHI acquired from a developer a 121-bed skilled nursing facility in Waxahachie, Texas for a cash investment of $14,404,000, and on May 9, 2018, we acquired from another developer two 132-bed skilled nursing facilities in Garland and Fort Worth, Texas for a cash investment totaling $29,000,000. Additional consideration of $1,275,000 for the Waxahachie property and $1,250,000 for each of Garland and Ft. Worth were contributed by the lessee, The Ensign Group (“Ensign”). We have capitalized the tenant contributions as a component of the cost of the facilities and have recorded the contributions as deferred revenue, which we are amortizing to revenue over the term of the master lease to which these properties have now been added. The remaining term of the master lease extends through April 2031, plus renewal options. The blended initial lease rate is set at 8.1%, subject to annual escalators based on prevailing inflation rates. The acquisition was accounted for as an asset purchase and fulfills our commitment to acquire and lease to Ensign four skilled nursing facilities in New Braunfels, Waxahachie, Garland and Fort Worth, Texas.

Comfort Care

On May 31, 2018, NHI acquired two assisted living facilities comprising a total of 106 units in Bridgeport and Saginaw, Michigan for a cash investment of $17,140,000, inclusive of $100,000 in closing costs. We leased the facilities to affiliates of Comfort Care Senior Living (“Comfort Care”) at an initial lease rate of 7.25% with annual escalators adjusted for prevailing inflation rates, subject to a floor and ceiling of 2% and 3%, respectively. The lease provides for an initial six-month lease cash escrow. With the acquisition, NHI also obtained fair value-based purchase options for two newly constructed facilities operated by Comfort Care, with the purchase option windows to open upon stabilization. The acquisition was accounted for as an asset purchase.

Our relationship to Comfort Care consists of our leasehold interests and purchase options and is considered a variable interest, analogous to a financing arrangement. Comfort Care is structured to limit liability for potential damage claims, is capitalized for that purpose and is considered a VIE within the definition set forth in Note 1.

Affiliates of East Lake Capital Management

In documents we have previously filed with and furnished to the SEC, we have used the shorthand “East Lake” to refer to the East Lake Capital Management affiliated entities for whom we act as landlord. These entities consist of EL FW Intermediary I, LLC (for the Freshwater/Watermark continuing care retirement communities) and SH Regency Leasing, LLC (for the three assisted living facilities in Tennessee, Indiana and North Carolina referred to as “Regency”).

Our relationship with the affiliates of East Lake Capital Management (“Affiliates”) consists of our leasehold interests and is considered a variable interest, analogous to a financing arrangement. The Affiliates are structured to limit liability for potential damage claims, are capitalized for that purpose and are considered VIEs within the definition set forth in Note 1. See Note 6 for a discussion of the complaint filed by East Lake against NHI and the status of our lease with the affiliated entities.

Major Tenants

Bickford

On April 30, 2018, we acquired an assisted living/memory-care portfolio in Ohio and Pennsylvania totaling 320 units and comprised of five facilities, one of which is subject to a ground lease with remaining term, including extensions, of 50 years. The purchase price was $69,750,000, inclusive of $500,000 in closing costs and a $1,750,000 commitment for specified capital improvements, which will be added to the lease base upon funding. This portfolio is in a separate master lease with Bickford Senior Living (“Bickford”) which provides for a lease rate of 6.85%, with annual fixed escalators over a term of 15 years plus renewal options, subject to a fair market value rent reset feature available to NHI between years three and five. We accounted for the acquisition as an asset purchase.

Table of Contents

As of June 30, 2018, our Bickford portfolio consists of leases with lease expiration dates as follows (in thousands):



	Lease Expiration
	Sep/Oct 2019			June 2023		Sept 2027		May 2031		Apr 2033		Total
Number of Properties	10			13		4		20		5		52
2018 Contractual Rent	$	9,264		$	11,133	$	1,515	$	19,970	$	3,105	$	44,987
Straight Line Rent Adjustment	(617		)	588		221		3,813		607		4,612
Total Revenues	$	8,647		$	11,721	$	1,736	$	23,783	$	3,712	$	49,599

Of our total revenues, $12,411,000 (17%) and $9,899,000 (14%) were recognized as rental income from Bickford for the three months ended June 30, 2018 and 2017, including $1,203,000 and $907,000 in straight-line rent income, respectively. Of our total revenues, $23,856,000 (16%) and $19,273,000 (14%) were recognized as rental income from Bickford for the six months ended June 30, 2018 and 2017, including $2,372,000 and $1,816,000 in straight-line rent income, respectively.

Senior Living

As of June 30, 2018, we leased nine retirement communities totaling 1,970 units to Senior Living Communities, LLC (“Senior Living”). The 15-year master lease, which began in December 2014, contains two 5-year renewal options and provides for an annual escalator of 4% effective January 1, 2018 and 3% thereafter.

Of our total revenues, $11,457,000 (16%) and $11,431,000 (16%) in rental income were derived from Senior Living for the three months ended June 30, 2018 and 2017, respectively, including $1,359,000 and $1,746,000 in straight-line rent income. Of our total revenues, $22,905,000 (16%) and $22,862,000 (17%) in rental income were derived from Senior Living for the six months ended June 30, 2018 and 2017, respectively, including $2,717,000 and $3,492,000 in straight-line rent income.

Holiday

As of June 30, 2018, we leased 25 independent living facilities to an affiliate of Holiday Retirement (“Holiday”). The 17-year master lease, which began in December 2013, currently provides for a minimum annual escalator of 3.5% through the end of the lease term.

Of our total revenues, $10,954,000 (15%) and $10,954,000 (16%) were derived from Holiday for the three months ended June 30, 2018 and 2017, including $1,530,000 and $1,849,000 in straight-line rent income, respectively. Of our total revenues, $21,908,000 (15%) and $21,908,000 (16%) were derived from Holiday for the six months ended June 30, 2018 and 2017, including $3,061,000 and $3,698,000 in straight-line rent income, respectively. Our tenant operates the facilities pursuant to a management agreement with a Holiday-affiliated manager.

NHC

As of June 30, 2018, we leased 42 facilities under two master leases to National HealthCare Corporation (“NHC”), a publicly-held company and the lessee of our legacy properties. The facilities leased to NHC consist of 3 independent living facilities and 39 skilled nursing facilities (4 of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). These facilities are leased to NHC under the terms of an amended master lease agreement originally dated October 17, 1991 (“the 1991 lease”) which includes our 35 remaining legacy properties and a master lease agreement dated August 30, 2013 (“the 2013 lease”) which includes 7 skilled nursing facilities acquired from a third party.

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

Table of Contents

The following table summarizes the percentage rent income from NHC (in thousands):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Current year	$	853	$	782	$	1,706	$	1,563
Prior year final certification¹	—		—		285		194
Total percentage rent income	$	853	$	782	$	1,991	$	1,757

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

Of our total revenues, $9,389,000 (13%) and $9,318,000 (13%) were derived from NHC for the three months ended June 30, 2018 and 2017, respectively. Of our total revenues, $19,064,000 (13%) and $18,831,000 (14%) were derived from NHC for the six months ended June 30, 2018 and 2017, respectively.

The chairman of our board of directors is also a director on NHC’s board of directors. As of June 30, 2018, NHC owned 1,630,462 shares of our common stock.

Tenant Transition

During the three months ended June 30, 2018, we identified a single-property lease as non-performing. In accordance with our revenue recognition policies, we will recognize future rental income from the lease in the period in which cash is received, approximately $150,000 of which is in arrears at June 30, 2018. Additionally, we determined to transition the lease to a new tenant. As a consequence of this determination, we judged the related straight-line receivable to be uncollectible, and, accordingly, we wrote off the balance of $1,436,000 pertaining to the original tenant.

Tenant Non-Compliance

In October 2017, we issued a letter of forbearance to one of our tenants for a default on our lease terms involving mandated lease coverage ratios and working capital. Lease revenues from the tenant and its affiliates comprise less than 4% of our rental income, and the related straight-line rent receivable was approximately $4,059,000 at June 30, 2018. The tenant has maintained its status as current on all rent payments to NHI, and we have made no rent concessions.

Further, we have determined that another of our tenants is in material non-compliance with provisions of our lease regarding mandated coverage ratios and working capital. Lease revenues from the tenant comprise less than 2% of our rental income, and the related straight-line rent receivable was approximately $1,200,000 at June 30, 2018. Through June 30, 2018, the tenant has continued to be current on its rent payments to NHI, and we have made no rent concessions.

The defaults mentioned above typically give rise to considerations regarding the impairment or recoverability of the related assets, and we give additional attention to the nature of the defaults’ underlying causes. As of June 30, 2018, consequently, our assessment of likely undiscounted cash flows, calculated at the lowest level for which identifiable asset-specific cash flows are largely independent, reveals no impairment on the underlying real estate for either of the non-compliant operations discussed above.

Table of Contents

NOTE 3. MORTGAGE AND OTHER NOTES RECEIVABLE

At June 30, 2018, we had net investments in mortgage notes receivable with a carrying value of $106,817,000, secured by real estate and UCC liens on the personal property of 10 facilities, and other notes receivable with a carrying value of $42,859,000, guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. No allowance for doubtful accounts was considered necessary at June 30, 2018 or December 31, 2017. Revenue of $3,056,000 and $6,516,000 from mortgage and other notes receivable reported for the three and six months ended June 30, 2018, respectively, is included as Interest income in our Condensed Consolidated Statements of Income.

Bickford

At June 30, 2018, our construction loans to Bickford are summarized as follows:



Commencement	Rate	Maturity	Commitment		Drawn			Location
July 2016	9%	5 years	$	14,000,000	$	(13,047,000	)	Illinois
January 2017	9%	5 years	14,000,000		(8,107,000		)	Michigan
January 2018	9%	5 years	14,000,000		(1,834,000		)	Virginia
			$	42,000,000	$	(22,988,000	)

The promissory notes are secured by first mortgage liens on substantially all 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 subject property. Usual and customary covenants extend to the agreements, including the borrower’s obligation for payment of insurance and taxes. NHI has a purchase option on the properties at stabilization, whereby the lease rate will be set with a floor of 9.55%, based on NHI’s total investment, plus fixed annual escalators. On these and future loan development projects, Bickford as the borrower is entitled to up to $2,000,000 per project in incentive loan draws based upon the achievement of predetermined operational milestones, the funding of which will increase the principal amount, NHI's future purchase price under option and, upon exercise, eventual lease payment to NHI.

Our loans to Bickford represent a variable interest as do our leases, which are considered analogous to financing arrangements. Bickford is structured to limit liability for potential claims for damages, is capitalized to achieve that purpose and is considered a VIE within the definition set forth in Note 1.

Timber Ridge

In February 2015, we entered into an agreement to lend up to $154,500,000 to LCS-Westminster Partnership III LLP (“LCS-WP”), an affiliate of Life Care Services (“LCS”). The loan agreement conveys a mortgage interest and facilitated the construction of Phase II of Timber Ridge at Talus (“Timber Ridge”), a Type-A Continuing Care Retirement Community in Issaquah, WA managed by LCS. Our loan to LCS-WP represents a variable interest. As an affiliate of a larger company, LCS-WP is structured to limit liability for potential damage claims, is capitalized to achieve that purpose and is considered a VIE within the definition set forth in Note 1.

The loan took the form of two notes under a master credit agreement. The senior note (“Note A”) totals $60,000,000 at a 6.75% interest rate with 10 basis-point escalators after year three, and has a term of 10 years. We have funded $56,463,000 of Note A as of June 30, 2018. Note A is interest-only and is locked to prepayment for three years. After year three in February 2018, the prepayment penalty starts at 5% and declines 1% per year. Note B was a construction loan for up to $94,500,000 at an annual interest rate of 8% and a five-year maturity and was fully drawn during 2016. We began receiving repayment with new resident entrance fees upon the opening of Phase II during the fourth quarter of 2016. The balance remaining on Note B at December 31, 2017, of $1,953,000 was repaid during the first quarter of 2018, resulting in the recognition of interest income of $515,000 in unamortized commitment fees.

NHI has an option to purchase the entire Timber Ridge property for the greater of fair market value or $115,000,000 during a window of 120 days that is set to open in February 2019.

Senior Living Communities

In connection with the acquisition in December 2014 of properties leased to Senior Living, we provided a $15,000,000 revolving line of credit, the maturity of which mirrors the 15-year term of the master lease. Borrowings are used to finance construction projects within the Senior Living portfolio, including building additional units. Up to $5,000,000 of the facility may be used to meet general working capital needs. Amounts outstanding under the facility, $831,000 at June 30, 2018, bear interest at an annual rate equal to the prevailing 10-year U.S. Treasury rate, 2.85% at June 30, 2018, plus 6%.

Table of Contents

NHI has two mezzanine loans totaling $14,000,000 to affiliates of Senior Living, whose purpose was to partially fund construction of a 186-unit senior living campus on Daniel Island in South Carolina, which opened in April 2018. The loans bear interest payable monthly at a 10% annual rate and mature in March 2021. The lending arrangement provides NHI with a purchase option at fair value on the campus upon its meeting certain operational metrics. The community opened in the first quarter of 2018. The option is to remain open during the term of the loans, plus any extensions.

Our loans to Senior Living and its subsidiaries represent a variable interest as does our lease, which is considered to be analogous to a financing arrangement. Senior Living is structured to limit liability for potential damage claims, is appropriately capitalized for that purpose and is considered a VIE within the definition set forth in Note 1.

Other Loan Activity

During the quarter ended June 30, 2018, we took a direct write-off of $413,000 (included in loan and realty losses) on a non-mortgage receivable with remaining balance of $400,000, secured by personal guarantees.

NOTE 4. OTHER ASSETS

Other assets consist of the following (in thousands):



	June 30, 2018		December 31, 2017
Accounts receivable and other assets	$	9,709	$	5,187
Regulatory escrows	8,208		8,208
Reserves for replacement, insurance and tax escrows	5,209		4,817
	$	23,126	$	18,212

Reserves for replacement, insurance and tax escrows include amounts required to be held on deposit in accordance with regulatory agreements governing our Fannie Mae and HUD mortgages.

NOTE 5. DEBT

Debt consists of the following (in thousands):



	June 30, 2018			December 31, 2017
Convertible senior notes - unsecured (net of discount of $1,771 and $2,637)	$	118,229		$	144,938
Revolving credit facility - unsecured	327,000			221,000
Bank term loan - unsecured	250,000			250,000
Private placement term loans - unsecured	400,000			400,000
HUD mortgage loans (net of discount of $1,361 and $1,402)	43,279			43,645
Fannie Mae term loans - secured, non-recourse	96,206			96,367
Unamortized loan costs	(8,994		)	(10,453		)
	$	1,225,720		$	1,145,497

Table of Contents

Aggregate principal maturities of debt as of June 30, 2018 for each of the next five years and thereafter are as follows (in thousands):



Twelve months ended June 30,
2018	$	1,166
2019	1,207
2020	1,256
2021	121,303
2022	703,353
Thereafter	409,561
	1,237,846
Less: discount	(3,132		)
Less: unamortized loan costs	(8,994		)
	$	1,225,720

Our unsecured $800,000,000 credit facility provides for a $250,000,000 term loan and a $550,000,000 revolving credit facility with a due date of August 2022. The facility calls for floating interest on the term loan and revolver to be initially set at 30-day LIBOR plus 130 and 115 bps, respectively, based on current leverage metrics. Additional features include a 0% floor LIBOR base and a facility fee of 20 basis points. The employment of interest rate swaps to fix LIBOR on our bank term debt leaves only our revolving credit facility exposed to variable rate risk. Our swaps and the financial instruments to which they relate are described in the table below, under the caption “Interest Rate Swap Agreements.”

At June 30, 2018, we had $223,000,000 available to draw on the revolving portion of our credit facility. The unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. To date, these ratios, which are calculated quarterly, have been within the limits required by the credit facility agreements.

Pinnacle Bank is a participating member of our banking group. A member of NHI’s board of directors and chairman of our audit committee 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.

The composition our private placement term loans is summarized below (in thousands):



Amount		Inception	Maturity	Fixed Rate

$	125,000	January 2015	January 2023	3.99%
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%
$	400,000

In connection with our November 2017 acquisition of a facility in Tulsa, we assumed a Fannie Mae mortgage loan with remaining balance of $18,311,000. The mortgage amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, and bears interest at a nominal rate of 4.6% with a remaining balance of $18,123,000 at June 30, 2018.

In March 2015 we obtained $78,084,000 in Fannie Mae financing. The term debt financing consists of interest-only payments at an annual rate of 3.79% and a 10-year maturity. The mortgages are non-recourse and secured by thirteen properties leased to Bickford. These notes, together with the Fannie Mae debt assumed in connection with the 2017 Tulsa acquisition mentioned above, are secured by facilities having a net book value of $140,121,000 at June 30, 2018.

In March 2014 we issued $200,000,000 of 3.25% senior unsecured convertible notes due April 2021 (the “Notes”) with interest payable April 1st and October 1st of each year. The Notes were convertible at an initial conversion rate of 13.93 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $71.81 per share for a total of approximately 2,785,200 underlying shares. The conversion rate is subsequently adjusted upon each occurrence of certain events, as defined in the indenture governing the Notes, including the payment of dividends at a rate exceeding that prevailing in 2014. The conversion option was accounted for as an “optional net-share settlement conversion feature,” meaning that upon conversion, NHI’s conversion obligation may be satisfied, at our option, in cash, shares of common stock or a combination of cash and shares of common stock. Because we have the ability and intent to settle the convertible securities in cash upon exercise, we use the treasury stock method to account for potential dilution.

Table of Contents

The embedded conversion options (1) do not require net cash settlement, (2) are not conventionally convertible but can be classified in stockholders’ equity under Accounting Standards Codification (“ASC”) 815-40, and (3) are considered indexed to NHI’s own stock. Therefore, the conversion feature satisfies the conditions to qualify for an exception to the derivative liability rules, and the Notes are split into debt and equity components. The carrying value of the debt component was based upon the estimated fair value at the time of issuance of a similar debt instrument without the conversion feature and was approximately $192,238,000 at issuance. The difference of $7,762,000 between the contractual principal on the debt and the value allocated to the debt component was recorded as the equity component and represented the estimated value of the conversion feature of the instrument. The excess of the contractual principal amount of the debt over the estimated fair value of the debt component, the original issue discount, is being amortized to interest expense using the effective interest method over the estimated term of the Notes. The effective interest rate used to amortize the debt discount and the liability component of the debt issue costs is approximately 3.9% based on our estimated non-convertible borrowing rate at the date the Notes were issued. The total cost of issuing the Notes was $6,063,000, of which $275,000 was allocated to the equity component and $5,788,000 was allocated to the debt component and subject to amortization over the estimated term of the notes.

During the six months ended June 30, 2018, we continued to make targeted open-market repurchases of certain of the convertible notes. Settlement of the notes requires management to allocate the consideration we ultimately pay between the debt component and the equity conversion feature as though they were separate instruments. The allocation is effected by valuing the debt component first, with any remainder allocated to the conversion feature. Amounts expended to settle the notes are recognized first as a settlement of the notes at our carrying value and then are recognized in income to the extent the portion allocated to the debt instrument differs from carrying value. The remainder of the allocation, if any, is treated as settlement of equity and adjusted through our capital in excess of par account. A roll-forward of our note balances, including the effect of period amortization, net of issuance costs, is presented below:



	December 31, 2017			Cash Paid			Amortization		June 30, 2018
Face Amount	$	147,575		$	(27,575	)	$	—	$	120,000
Discount	(2,637		)	$	458		$	408	(1,771		)
Issuance Costs	(1,752		)	$	297		$	285	(1,170		)
Carrying Value	$	143,186							$	117,059

Total expenditures of $29,985,000 include paid amounts of $27,558,000 allocated to the note retirement with the remaining expenditure of $2,427,000 allocated to capital in excess of par. A loss of $738,000 for the six months ended June 30, 2018, resulted from the excess of cash expenditures over the book value of the notes retired, net of discount and issuance costs. No notes were retired during the three months ended June 30, 2018.

As of June 30, 2018, our senior unsecured convertible notes were convertible at a rate of 14.33 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $69.79 per share for a total of 1,719,500 remaining underlying shares. For the six months ended June 30, 2018, dilution resulting from the conversion option within our convertible debt is 12,126 shares. If NHI’s current share price increases above the adjusted $69.79 conversion price, further dilution will be attributable to the conversion feature. On June 30, 2018, the value of the convertible debt, computed as if the debt were immediately eligible for conversion, exceeded its face amount by $6,693,000.

Our HUD mortgage loans are secured by ten Bickford-operated properties having a net book value of $51,726,000 at June 30, 2018. Nine mortgage notes require monthly payments of principal and interest from 4.3% to 4.4% (inclusive of mortgage insurance premium) and mature in August and October 2049. One additional HUD mortgage loan assumed in 2014 requires monthly payments of principal and interest of 2.9% (inclusive of mortgage insurance premium) and matures in October 2047.

Table of Contents

The following table summarizes interest expense (in thousands):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Interest expense on debt at contractual rates	$	11,414		$	10,312		$	21,941		$	20,345
Losses reclassified from accumulated other
comprehensive income into interest expense	76			645			352			1,434
Capitalized interest	(47		)	(93		)	(71		)	(160		)
Amortization of debt issuance costs and debt discount	777			868			1,612			1,774
Total interest expense	$	12,220		$	11,732		$	23,834		$	23,393

Interest Rate Swap Agreements

Our existing interest rate swap agreements will collectively continue through June 2020 to hedge against fluctuations in variable interest rates applicable to our $250,000,000 bank term loan. With the amendment to our credit facility in August 2017, the introduction to the bank term loan of a LIBOR floor not present in the hedges resulted in hedge inefficiency of $353,000, which we credited to interest expense in 2017. To better reflect earnings, on January 1, 2018, we adopted ASU 2017-12 Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, as discussed in Note 11. Upon the adoption of the new standard, we reversed cumulative ineffectiveness, resulting in a retroactive net charge to retained earnings and a credit to accumulated other comprehensive income of $235,000 as of January 1, 2018.

During the next twelve months, approximately $787,000 of gains, which are included in accumulated other comprehensive income, are projected to be reclassified into earnings. As of June 30, 2018, we employ the following interest rate swap contracts to mitigate our interest rate risk on the $250,000,000 term loan (dollars in thousands):



Date Entered	Maturity Date	Fixed Rate	Rate Index	Notional Amount		Fair Value
May 2012	April 2019	2.84%	1-month LIBOR	$	40,000	$	265
June 2013	June 2020	3.41%	1-month LIBOR	$	80,000	$	761
March 2014	June 2020	3.46%	1-month LIBOR	$	130,000	$	1,111

If the fair value of the hedge is an asset, we include it in our Condensed Consolidated Balance Sheets among other assets, and, if a liability, as a component of accrued expenses. See Note 10 for fair value disclosures about our interest rate swap agreements. Net asset/(liability) balances for our hedges included in accumulated other comprehensive income (loss) on our Condensed Consolidated Balance Sheets on June 30, 2018 and December 31, 2017 were $2,137,000 and $(588,000), respectively.

NOTE 6. COMMITMENTS AND CONTINGENCIES

In the normal course of business, we enter into a variety of commitments, typical of which are those for the funding of 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 which 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. The tables below summarize our existing, known commitments and contingencies at June 30, 2018, according to the nature of their impact on our leasehold or loan portfolios.



	Asset Class	Type	Total		Funded			Remaining
Loan Commitments:
Life Care Services Note A	SHO	Construction	$	60,000,000	$	(56,463,000	)	$	3,537,000
Bickford Senior Living	SHO	Construction	42,000,000		(22,989,000		)	19,011,000
Senior Living Communities	SHO	Revolving Credit	15,000,000		(831,000		)	14,169,000
			$	117,000,000	$	(80,283,000	)	$	36,717,000

See Note 3 for full details of our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees. We expect to fully fund the Life Care Services Note A during 2018. Funding of the commitments for construction is made monthly based on inspection of work performed.

Table of Contents



	Asset Class	Type	Total		Funded			Remaining
Development Commitments:
EL FW Intermediary I, LLC	SHO	Renovation	$	8,937,000	$	(8,937,000	)	$	—
Bickford Senior Living	SHO	Renovation	4,150,000		(1,647,000		)	2,503,000
Senior Living Communities	SHO	Renovation	6,830,000		(2,185,000		)	4,645,000
Discovery Senior Living	SHO	Renovation	500,000		—			500,000
Woodland Village	SHO	Renovation	7,450,000		(2,750,000		)	4,700,000
Chancellor Health Care	SHO	Construction	62,000		(62,000		)	—
Navion Senior Solutions	SHO	Construction	650,000		—			650,000
			$	28,579,000	$	(15,581,000	)	$	12,998,000

As discussed in Note 2, we have satisfied our obligation to purchase skilled nursing facilities in Texas which had been leased to Legend and subleased to Ensign. Our commitment to fund renovations for EL FW Intermediary I, LLC, originally scheduled for up to $10,000,000, has expired. Our commitment to fund up to $650,000 in construction for Chancellor has expired.



	Asset Class	Type	Total		Funded			Remaining
Contingencies:
Bickford Senior Living	SHO	Lease Inducement	$	10,000,000	$	(5,250,000	)	$	4,750,000
Bickford Senior Living	SHO	Incentive Draws	6,000,000		(250,000		)	5,750,000
SH Regency Leasing, LLC	SHO	Lease Inducement	8,000,000		—			8,000,000
Navion Senior Solutions	SHO	Lease Inducement	4,850,000		—			4,850,000
Prestige Care	SHO	Lease Inducement	1,000,000		—			1,000,000
The LaSalle Group	SHO	Lease Inducement	5,000,000		—			5,000,000
			$	34,850,000	$	(5,500,000	)	$	29,350,000

Contingent lease inducement payments of $10,000,000 related to the five Bickford development properties constructed in 2016 and 2017 include a licensure incentive of $250,000 per property and a three-tiered operator incentive schedule paying up to an additional $1,750,000, based on the attainment of certain performance metrics. Upon funding, these payments are added to the lease base and amortized against rental income.

For a discussion of incentive loan draws of $6,000,000 available to Bickford related to our development loans in Illinois, Michigan and Virginia, see Note 3.

In connection with our July 2015 lease to SH Regency of three senior housing properties, NHI has committed to certain lease inducement payments of $8,000,000 contingent on reaching and maintaining certain metrics. The inducements are assessed as not probable of payment, and we have not recorded them on our balance sheets as of June 30, 2018. Not included in the above table is a seller earnout of $750,000, which is recorded on our condensed consolidated balance sheets within accounts payable and accrued expenses.

Litigation

On June 15, 2018, East Lake Capital Management LLC and certain related entities, including SH Regency Leasing LLC (“Regency”), filed suit against NHI and NHI-REIT of Axel, LLC (Case No. DC-18-07841 in the District Court of Dallas County, Texas; 95th Judicial District) for injunctive and declaratory relief and, unspecified monetary damages including attorney’s fees. The suit seeks, among other things, to enjoin NHI from making certain references to East Lake in NHI’s public filings. NHI asserts the claims are meritless and intends to vigorously defend itself. Subsequent to the receipt of the filed action, NHI has countersued Regency for declaratory judgment, specific performance, monetary damages, and attorneys’ fees relating to Regency’s alleged defaults under a lease with NHI-REIT of Axel, for, among other things, the failure to provide required financial information under the lease. During the pendency of this litigation, NHI in its public filings will endeavor to refer to tenant-specific names, namely “EL FW Intermediary I, LLC” (for the Watermark continuing care retirement communities) and “SH Regency Leasing, LLC” (for the three Regency assisted living facilities). Management believes that the eventual resolution of this controversy will have no material adverse effect on the Company.

Our 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. While there may be lawsuits pending against certain of the owners and/or lessees of the facilities, management believes that the ultimate

Table of Contents

resolution of all such pending proceedings will have no material adverse effect on our financial condition, results of operations or cash flows.

NOTE 7. INVESTMENT AND OTHER GAINS

The following table summarizes our investment and other gains (in thousands):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Gain on sale of real estate	$	—	$	—	$	—	$	50
Gain on sales of marketable securities	—		—		—		10,038
	$	—	$	—	$	—	$	10,088

In January and February 2017, we recognized gains of $10,038,000 on sales totaling $11,718,000 of marketable securities with a carrying value $11,745,000 and an adjusted cost of $1,680,000 at December 31, 2016. Total proceeds of $18,182,000 from sales of marketable securities for 2017 included settlements occurring in 2017 of $6,464,000 that resulted from sales in December 2016.

NOTE 8. STOCK-BASED COMPENSATION

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

Stock-Based Compensation Plans

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

In May 2012, our stockholders approved the 2012 Stock Incentive Plan (“the 2012 Plan”) pursuant to which 1,500,000 shares of our common stock were made available to grant as stock-based payments to employees, officers, directors or consultants. Through a vote of our shareholders on May 7, 2015, we increased the maximum number of shares under the plan from 1,500,000 shares to 3,000,000 shares; increased the automatic annual grant to non-employee directors from 15,000 shares to 20,000 shares; and limited the Company’s ability to re-issue shares under the Plan. Through a second amendment approved on May 4, 2018, our shareholders voted to increase the maximum number of shares under the plan to 3,500,000 and to increase the automatic annual grant to non-employee directors to 25,000. The individual restricted stock and option grant awards may vest over periods up to five years. The term of the options under the 2012 Plan is up to ten years from the date of grant.

As of June 30, 2018, there were 891,668 shares available for future grants under the 2012 Plan.

In May 2005, our stockholders approved the NHI 2005 Stock Option Plan (“the 2005 Plan”) pursuant to which 1,500,000 shares of our common stock were made available to grant as stock-based payments to employees, officers, directors or consultants. The 2005 Plan has expired and no additional shares may be granted under the 2005 Plan. The individual restricted stock and option grant awards vest over periods up to ten years. The term of the options outstanding under the 2005 Plan is up to ten years from the date of grant.

Compensation expense is only recognized for the awards that ultimately vest. Accordingly, forfeitures that were not expected will result in the reversal of previously recorded compensation expense. Non-cash compensation expense reported for the three months ended June 30, 2018 and 2017 was $368,000 and $342,000, respectively. Non-cash compensation expense reported for the six months ended June 30, 2018 and 2017 was $1,794,000 and $1,865,000, respectively. Non-cash compensation expense is included in general and administrative expense in the Condensed Consolidated Statements of Income.

At June 30, 2018, we had, net of expected forfeitures, $1,339,000 of unrecognized compensation cost related to unvested stock options which is expected to be expensed over the following periods: 2018 - $737,000, 2019 - $542,000 and 2020 - $60,000.

Table of Contents

Compensation expense is recognized only for the awards that ultimately vest. Accordingly, forfeitures that were not expected may result in the reversal of previously recorded compensation expense.

The weighted average fair value per share of options granted during the six months ended June 30, 2018 and 2017 was $4.49 and $5.75, 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:



	2018	2017
Dividend yield	6.5%	5.3%
Expected volatility	19.4%	19.8%
Expected lives	2.9 years	2.9 years
Risk-free interest rate	2.39%	1.49%

The following table summarizes our outstanding stock options:



	Six Months Ended
	June 30,
	2018		2017
Options outstanding January 1,	859,182		541,679
Options granted under 2012 Plan	560,000		485,000
Options exercised under 2012 Plan	(94,170	)	(70,830	)
Options forfeited under 2012 Plan	(15,000	)	(6,668	)
Options exercised under 2005 Plan	—		(15,000	)
Options outstanding, June 30,	1,310,012		934,181

Exercisable at June 30,	854,990		540,830

NOTE 9. EARNINGS AND DIVIDENDS 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 and the conversion of our convertible debt using the treasury stock method, to the extent dilutive. If our average stock price for the period increases over the conversion price of our convertible debt, the conversion feature will be considered dilutive.

The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share (in thousands, except share and per share amounts):



	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2018		2017		2018		2017
Net income	$	37,839	$	38,245	$	76,271	$	82,475

BASIC:
Weighted average common shares outstanding	41,704,819		40,982,244		41,618,487		40,468,024

DILUTED:
Weighted average common shares outstanding	41,704,819		40,982,244		41,618,487		40,468,024
Stock options	57,759		66,137		51,241		63,901
Convertible subordinated debentures	24,251		196,792		12,126		147,420
Weighted average dilutive common shares outstanding	41,786,829		41,245,173		41,681,854		40,679,345

Net income per common share - basic	$	.91	$	.93	$	1.83	$	2.04
Net income per common share - diluted	$	.91	$	.93	$	1.83	$	2.03

Incremental shares excluded since anti-dilutive:
Net share effect of stock options with an exercise price in excess of the average market price for our common shares	33,554		11,015		50,952		9,736
Regular dividends declared per common share	$	1.00	$	.95	$	2.00	$	1.90

Table of Contents

NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

Derivative financial instruments. Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

Contingent consideration. Contingent consideration arrangements are classified as Level 3 and are valued using unobservable inputs about the nature of the contingent arrangement and the counter-party to the arrangement, as well as our assumptions about the probability of full settlement of the contingency.

Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands):



		Fair Value Measurement
	Balance Sheet Classification	June 30, 2018		December 31, 2017
Level 2
Interest rate swap asset	Other assets	$	2,137	$	159
Interest rate swap liability	Accounts payable and accrued expenses	$	—	$	747

Carrying amounts and fair values of financial instruments that are not carried at fair value at June 30, 2018 and December 31, 2017 in the Condensed Consolidated Balance Sheets are as follows (in thousands):



	Carrying Amount				Fair Value Measurement
	2018		2017		2018		2017
Level 2
Fixed rate debt	$	653,381	$	679,855	$	639,232	$	679,385

Level 3
Mortgage and other notes receivable	$	149,676	$	141,486	$	146,201	$	140,049

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

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, accounts receivable and accounts payable approximate fair value due to their short-term nature. The fair value of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts at June 30, 2018 and December 31, 2017, due to the predominance of floating interest rates, which generally reflect market conditions.

NOTE 11. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014 the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers. ASU 2014-09 provides a principles-based approach for a broad range of revenue generating transactions, including the sale of real estate, which will generally require more estimates, judgment and disclosures than under current guidance. In August 2015 the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09. ASU 2014-09 is now effective for public entities for annual periods beginning after December 15, 2017, including interim periods therein.

The Company adopted this standard using the modified retrospective method on January 1, 2018. The ASU provides for revenues from leases to continue to follow the guidance in Topics 840 and 842 (when adopted) and provides for loans to follow established guidance in Topic 310. Because this ASU specifically excludes these areas of our operations from its scope, there was no impact to our accounting for lease revenue and interest income resulting from the ASU. Additionally, the other significant types

Table of Contents

of contracts in which we periodically engage, sales of real estate to customers, typically never remain executory across points in time, so that nuances related to the timing of revenue recognition as mandated under Topic 606 are not expected to impact our results of operations or financial position. Because all performance obligations from these contracts can therefore be expected to continue to fall within a single period, the timing of our revenue recognition from future sales of real estate is not expected to be affected by the ASU. A number of practical expedients are available in applying the recognition and measurement principles within the standard, including those permitting the aggregation of contract revenues and costs with components of interest income or amortization expense whose period of aggregation, within parameters, is not considered to be of significant duration for separate treatment. We realized no significant revenues in 2017 or 2018 within the scope of ASU 2014-09, and, accordingly, adoption of the ASU did not have a material impact on the timing and measurement of the Company’s revenues.

In February 2016 the FASB issued ASU 2016-02, Leases, which has been codified under Topic 842. Public companies will be required to apply ASU 2016-02 for all accounting periods beginning after December 15, 2018. Early adoption is permitted. All leases with lease terms greater than one year are subject to ASU 2016-02, including leases in place as of the adoption date. The principal difference between Topic 842 and previous guidance is that, for lessees, lease assets and lease liabilities arising from operating leases will be recognized in the balance sheet. While the accounting applied by a lessor is largely unchanged from that applied under previous GAAP, changes have been made to align i) certain lessor and lessee accounting guidance, and ii) key aspects of the lessor accounting model with the revenue recognition guidance in Topic 606, Revenue from Contracts with Customers, which we adopted January 1, 2018. Under Topic 842 provisions promulgated to conform with Topic 606, the presence of a lessee purchase option can result in recording as a financing a transaction that would otherwise meet the requirements for lease accounting under previous guidance. As a result, NHI may explore different structures to continue to apply lease accounting rather than record a financing similar to a long-term note. The accounting treatment for sale-leaseback transactions will mirror the current guidance for lessees which may result in a financing transaction. Upon adoption the Company anticipates grossing up rental income for property taxes and insurance currently paid by tenants.

The Company will continue to evaluate the impact of Topic 842 on our consolidated financial statements. In April 2018, the Company entered into a ground lease in connection with its acquisition of certain real estate assets. In accordance with current standards under Topic 840, we have accounted for the lease as an operating lease. As the lessee, under transition accounting on the adoption of Topic 842 in 2019, we expect to elect practical expedients that allow the continuation of accounting for this lease as an operating lease. Consistent with present standards, upon the adoption of ASU 2016-02, NHI will continue to account for lease revenue on a straight-line basis for most leases. Also consistent with NHI’s current practice, under ASU 2016-02 only initial direct costs that are incremental to the lessor will be capitalized. While we have made steady progress in evaluating the extent to which adopting the provisions of ASU 2016-02 in 2019 will affect NHI, we cannot yet ascertain with accuracy what the effect of grossing up revenues and expenses will have on our presentation of operations. We expect little balance sheet impact from the adoption of ASU 2016-02. In July 2018 the FASB issued ASU 2018-11 Leases - Targeted Improvements, which provides an alternative adoption method at the transition date, allowing entities to recognize a cumulative effect adjustment to the opening balance of retained earnings upon adoption. We continue to study alternative methods by which NHI will adopt ASU 2016-02.

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses. ASU 2016-13 will require more timely recognition of credit losses associated with financial assets. While current GAAP includes multiple credit impairment objectives for instruments, the previous objectives generally delayed recognition of the full amount of credit losses until the loss was probable of occurring. The amendments in ASU 2016-13, whose scope is asset-based and not restricted to financial institutions, eliminate the probable initial recognition threshold in current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, we generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that we must consider in developing our expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss that will be more useful to users of the financial statements. ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Because we are likely to continue to invest in loans and generate receivables, adoption of ASU 2016-13 in 2020 will have some effect on our accounting for these investments, though the nature of those effects will depend on the composition of our loan portfolio at that time; accordingly, we are in the initial stages of evaluating the extent of the effects, if any, that adopting the provisions of ASU 2016-13 in 2020 will have on NHI.

In November 2016, the FASB issued ASU 2016-18, Restricted Cash. ASU 2016-18 will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, generally by requiring the inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods. The adoption of ASU 2016-18 did not have a material effect on our consolidated financial statements.

Table of Contents

In January 2017 the FASB issued ASU 2017-01, Clarifying the Definition of a Business. ASU 2017-01 narrowed the definition of a business in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidance in Topic 805, there are three elements of a business-inputs, processes, and outputs. Currently the definition of outputs contributes to broad interpretations of the definition of a business. Additionally, the standard provides that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. For purposes of this test, land and buildings can be combined along with the intangible assets for any in-place leases. For most of NHI’s acquisitions of investment property, this screen would be met and, therefore, not meet the definition of a business. ASU 2017-01 became effective for public entities for fiscal years beginning after December 15, 2017, including interim periods. Early application of this standard is generally allowed for acquisitions acquired after the standard was issued but before the acquisition has been reflected in financial statements. We adopted the provisions of ASU 2017-01 in the first quarter of 2017. The adoption of ASU 2017-01 did not have a material effect on our consolidated financial statements. Our acquisitions in 2018 and 2017 were accounted for as asset purchases.

In August 2017 the FASB issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, which is available for early adoption in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. On January 1, 2018, we adopted ASU 2017-12, among whose provisions is a change in the timing and income statement line item for ineffectiveness related to cash flow hedges. The transition method is a modified retrospective approach that will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that we adopt the update. The primary provision in the ASU requiring an adjustment to our beginning consolidated retained earnings in 2018 is the change in timing and income statement line item for ineffectiveness related to cash flow hedges. In applying the transition guidance provided in the ASU, as of January 1, 2018, cumulative ineffectiveness as adjusted for any prior off-market cashflow hedges was reclassified out of beginning retained earnings and into accumulated other comprehensive income. With the adoption of the ASU, the Company has achieved a better alignment of its financial reporting for hedging activities with the economic objectives of those activities.

NOTE 12. SUBSEQUENT EVENT

Bickford

In July 2018, we finalized and began funding a new loan commitment to Bickford. Initial funding on July 13, 2018, was $1,481,000 toward a maximum of $14,700,000 for the project. The agreement conveys a mortgage interest and provides for the construction of an assisted living facility in Canton, Michigan. The construction loan bears interest at 9% and conveys a purchase option to NHI, exercisable upon stabilization, as defined. Upon exercise of the purchase option, rent will be reset based on NHI's total investment, with a floor of 9.55%.

Table of Contents

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

Forward Looking Statements

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

This Quarterly Report on Form 10-Q and other materials we have filed or may file with the Securities and Exchange Commission, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may,” “will,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” and other similar expressions, are forward-looking statements.

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


*	We depend on the operating success of our tenants and borrowers for collection of our lease and note payments;


*	We depend on the success of property development and construction activities, which may fail to achieve the operating results we expect;


*	We are exposed to the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings;


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


*	Legislative, regulatory, or administrative changes could adversely affect us or our security holders.


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


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


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


*	We depend on the success of our future acquisitions and investments;


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


*	We may need to 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 which impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations;


*	We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;


*	When interest rates increase, our common stock may decline in price;


*	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.

Table of Contents


*	We depend on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt capital used to finance those investments bears interest at variable rates. This circumstance creates interest rate risk to the Company;


*	We are exposed to the risk that our assets may be subject to impairment charges;


*	We depend on the ability to continue to qualify for taxation as a real estate investment trust;


*	We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders;


*	We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.


*	If our efforts to maintain the privacy and security of Company information are not successful, we could incur substantial costs and reputational damage, and could become subject to litigation and enforcement actions.

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, 2017, and “Business” and “Risk Factors” under Item 1 and Item 1A therein for a further discussion of these and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of 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 and, therefore, caution investors not to place undue reliance on them.

Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”) specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. Our portfolio consists of real estate investments in independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities, specialty hospitals and medical office buildings. 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.

Portfolio

As of June 30, 2018, we had investments in real estate and mortgage and other notes receivable involving 229 facilities located in 33 states. These investments involve 149 senior housing properties, 75 skilled nursing facilities, 3 hospitals, 2 medical office buildings and other notes receivable. These investments (excluding our corporate office of $2,471,000) consisted of properties with an original cost of approximately $2,801,479,000, rented under triple-net leases to 29 lessees, and $149,676,000 aggregate net carrying value of mortgage and other notes receivable due from 11 borrowers.

Our investments in real estate are located within the United States and our investments in mortgage loans are secured by real estate located within the United States. We are managed as one unit for internal reporting and decision making. Therefore, our reporting reflects our financial position and operations as a single segment.

We classify all of the properties in our 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.)

Senior Housing – Need-Driven includes assisted living and memory care communities (“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.

Table of Contents

Senior Housing – Discretionary includes independent living (“ILF”) 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”), medical office buildings (“MOB”) and hospitals 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.

Table of Contents

The following tables summarize our investments in real estate and mortgage and other notes receivable as of June 30, 2018 (dollars in thousands):



Real Estate Properties			Properties	Beds/Sq. Ft.*		Revenue		%		Investment
	Senior Housing - Need-Driven
		Assisted Living	93	4,618		$	38,426	26.4	%	$	851,970
		Senior Living Campus	10	1,323		8,388		5.8	%	162,141
		Total Senior Housing - Need-Driven	103	5,941		46,814		32.2	%	1,014,111
	Senior Housing - Discretionary
		Independent Living	30	3,412		24,537		16.9	%	549,424
		Entrance-Fee Communities	10	2,363		25,406		17.4	%	600,268
		Total Senior Housing - Discretionary	40	5,775		49,943		34.3	%	1,149,692
		Total Senior Housing	143	11,716		96,757		66.5	%	2,163,803
	Medical Facilities
		Skilled Nursing Facilities	71	9,198		38,031		26.1	%	571,219
		Hospitals	3	181		3,996		2.7	%	55,971
		Medical Office Buildings	2	88,517	*	338		0.2	%	10,486
		Total Medical Facilities	76			42,365		29.0	%	637,676
		Total Real Estate Properties	219			$	139,122	95.5	%	$	2,801,479

Mortgage and Other Notes Receivable
	Senior Housing - Need-Driven		5	312		$	1,736	1.2	%	$	42,907
	Senior Housing - Discretionary		1	400		2,399		1.7	%	56,226
	Medical Facilities		4	270		348		0.2	%	7,684
	Other Notes Receivable		—	—		2,033		1.4	%	42,859
		Total Mortgage and Other Notes Receivable	10	982		6,516		4.5	%	149,676
		Total Portfolio	229			$	145,638	100.0	%	$	2,951,155



Portfolio Summary			Properties	Beds/Sq. Ft.*		Revenue		%		Investment
	Real Estate Properties		219			$	139,122	95.5	%	$	2,801,479
	Mortgage and Other Notes Receivable		10			6,516		4.5	%	149,676
		Total Portfolio	229			$	145,638	100.0	%	$	2,951,155

Summary of Facilities by Type
	Senior Housing - Need-Driven
		Assisted Living	98	4,930		$	40,162	27.6	%	$	894,877
		Senior Living Campus	10	1,323		8,388		5.8	%	162,141
		Total Senior Housing - Need-Driven	108	6,253		48,550		33.4	%	1,057,018
	Senior Housing - Discretionary
		Entrance-Fee Communities	11	2,763		27,804		19.1	%	656,494
		Independent Living	30	3,412		24,537		16.8	%	549,424
		Total Senior Housing - Discretionary	41	6,175		52,341		35.9	%	1,205,918
		Total Senior Housing	149	12,428		100,891		69.3	%	2,262,936
	Medical Facilities
		Skilled Nursing Facilities	75	9,468		38,379		26.4	%	578,902
		Hospitals	3	181		3,996		2.7	%	55,971
		Medical Office Buildings	2	88,517	*	338		0.2	%	10,487
		Total Medical	80			42,713		29.3	%	645,360
	Other		—			2,034		1.4	%	42,859
		Total Portfolio	229			$	145,638	100.0	%	$	2,951,155

Portfolio by Operator Type
	Public		73			$	35,920	24.7	%	$	531,456
	National Chain (Privately-Owned)		27			22,836		15.7	%	521,139
	Regional		121			84,626		58.1	%	1,837,602
	Small		8			2,256		1.5	%	60,958
		Total Portfolio	229			$	145,638	100.0	%	$	2,951,155

Table of Contents

For the six months ended June 30, 2018, operators of facilities which provided more than 3% of our total revenues were (in alphabetical order): Bickford Senior Living; Chancellor Health Care; The Ensign Group; Health Services Management; Holiday Retirement; National HealthCare Corporation; and Senior Living Communities.

As of June 30, 2018, our average effective annualized rental income was $8,254 per bed for skilled nursing facilities, $12,535 per unit for senior living campuses, $17,747 per unit for assisted living facilities, $14,386 per unit for independent living facilities, $21,510 per unit for entrance-fee communities, $44,150 per bed for hospitals, and $8 per square foot for medical office buildings.

Areas of Focus

We are evaluating and will potentially make additional investments during the remainder of 2018 while we continue to monitor and improve our existing properties. We seek tenants who will become mission-oriented partners in relationships where our business goals are aligned. This approach fuels steady, and thus, enduring growth for those partners and for NHI. Within the context of our growth model, we rely on a cost-effective access to debt and equity capital to finance acquisitions that will drive our earnings. There is significant competition for healthcare assets from other REITs, both public and private, and from private equity sources. Large-scale portfolios continue to command premium pricing, due to the continued abundance of private and foreign buyers seeking to invest in healthcare real estate. This combination of circumstances places a premium on our ability to execute acquisitions and negotiate leases that will generate meaningful earnings growth for our shareholders. We emphasize growth with our existing tenants and borrowers as a way to insulate us from other competition.

With lower capitalization rates for existing healthcare facilities, there has been increased interest in constructing new facilities in hopes of generating better returns on invested capital. Using our relationship-driven model, we continue to look for opportunities to support new and existing tenants and borrowers with the capital needed to expand existing facilities and to initiate ground-up development of new facilities. We concentrate our efforts in those markets where there is both a demonstrated demand for a particular product type and where we perceive we have a competitive advantage. The projects we agree to finance have attractive upside potential and are expected to provide above-average returns to our shareholders to mitigate the risks inherent with property development and construction.

Following three 25 basis point increases in 2017, the Federal Open Market Committee of the Federal Reserve announced an increase in its benchmark federal funds rate by 25 basis points on March 21, 2018. At the same time, the Committee held steady in its projection of two more rate increases in 2018. As inflation is expected to rise, by a slim margin, officials said they expect an additional rate increase to come in 2019, for a total of three increases that year. However, the actual path the federal funds rate takes will depend on the changing economic outlook as informed by incoming data. The anticipation of past and further increases in the federal funds rate in 2018 and beyond has been a primary source of much volatility in REIT equity markets. As a result, there will be pressure on the spread between our cost of capital and the returns we earn. We expect that pressure to be partially mitigated by market forces that would tend to result in higher capitalization rates for healthcare assets and higher lease rates indicative of historical levels. Our cost of capital has increased over the past year as we transition some of our short term revolving borrowings into debt instruments with longer maturities and fixed interest rates. Managing long-term risk involves trade-offs with the competing alternative goal of maximizing short-term profitability. Our intention is to strike an appropriate balance between these competing interests within the context of our investor profile. As interest rates rise, our share price may decline as investors adjust prices to reflect a dividend yield that is sufficiently in excess of a risk-free rate.

For the six months ended June 30, 2018, approximately 26% of our revenue was derived from operators of our skilled nursing facilities that receive a significant portion of their revenue from governmental payors, primarily Medicare and Medicaid. Such revenues are subject annually to statutory and regulatory changes and in recent years have been reduced due to federal and state budgetary pressures. Over the past five years, we have selectively diversified our portfolio by directing a significant portion of our investments into properties which rely primarily on private pay sources (assisted living and memory care facilities, senior living campuses, independent living facilities and entrance-fee communities) rather than on Medicare and Medicaid reimbursement. We will occasionally acquire skilled nursing facilities in good physical condition with a proven operator and strong local market fundamentals, because diversification implies a periodic rebalancing, but our recent investment focus has been on acquiring need-driven and discretionary senior housing assets.

Considering individual tenant lease revenue as a percentage of total revenue, an affiliate of Holiday Retirement is our largest independent living tenant, Bickford Senior Living is our largest assisted living tenant, National HealthCare Corporation is our largest skilled nursing tenant and Senior Living Communities is our largest entrance-fee community tenant. Our shift toward private payor facilities, as well as our expansion into the discretionary senior housing market, has further resulted in a portfolio whose current composition is relatively balanced between medical facilities, need-driven and discretionary senior housing.

Table of Contents

We manage our business with a goal of (a) increasing normalized Adjusted Funds From Operations (“AFFO”) by at least 5% per share annually, and (b) increasing the regular annual dividends paid to shareholders by at least 5% per share. Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Infrequent and non-recurring transactions that generate additional taxable income have been distributed to shareholders in the form of special dividends. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statements purposes determined in accordance with U.S. generally accepted accounting principles. Our goal of increasing annual dividends requires a careful balance between identification of high-quality lease and mortgage assets in which to invest and the cost of our capital with which to fund such investments. We consider the competing features of short and long-term debt (interest rates, maturities and other terms) versus the higher cost of new equity. We accept some level of risk associated with leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where the spreads over our cost of capital will generate sufficient returns to our shareholders.

Our projected dividends for the current year and actual dividends for the two preceding years are as follows:



2018¹		2017		2016
$	4.00	$	3.80	$	3.60

¹ Based on $1.00 per common share for the first and second

quarters of 2018, annualized

Our ability to effectively leverage our assets helps provide a reliable path for continued investments in healthcare real estate; however, compared with many in our peer group, we continue to maintain a relatively low-leverage balance sheet. We believe that our fixed charge coverage ratio, which is the ratio of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, excluding real estate asset impairments and gains on dispositions) to fixed charges (interest and principal payments on debt at contractual rates, net of capitalized interest), 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 basis to compare the strength of our balance sheet with our peers. We also believe this strength gives us a competitive advantage when accessing debt markets.

We calculate our fixed charge coverage ratio as approximately 6.1x for the six months ended June 30, 2018 (see our discussion of Adjusted EBITDA and a reconciliation to our net income on page 47). On an annualized basis, our consolidated net debt to Adjusted EBITDA ratio is approximately 4.3x for the six months ended June 30, 2018 (in thousands):



Consolidated Total Debt	$	1,225,720
Less: cash and cash equivalents	(3,045		)
Consolidated Net Debt	$	1,222,675

Adjusted EBITDA	$	69,968
Annualizing Adjustment	209,904
Annualized impact of recent investments	3,739
	$	283,611

Consolidated Net Debt to Annualized Adjusted EBITDA	4.3		x

According to the Administration on Aging (“AoA”) of the US Department of Health and Human Services, in 2014, the latest year for which data is available, 46.2 million people (or 14.5% of the population) were age 65 or older in the United States. Census estimates showed that, by 2040, those 65 or older are expected to comprise 21.7% of the population.

Census estimates show that close to half of Americans currently age 65 will reach age 84 or older. As noted by Transgenerationalaging.org, “The fastest-growing segment of the total population is the oldest old - those 80 and over. Their growth rate is twice that of those 65 and over and almost 4 times that for the total population. In the United States, this group now represents 10% of the older population and will more than triple from 5.7 million in 2010 to over 19 million by 2050.” If the growth rate holds steady, from 5.7 million in 2010, the “oldest old” will comprise close to 12 million in the USA by 2030.

Per the AoA, in 2013 the median value of homes owned by older persons was $150,000 (with a median purchase price of $63,900) compared to a median home value of $160,000 for all homeowners. Of the 26.8 million households headed by older persons in 2013, 81% were homeowners, about 65% of whom owned their homes free and clear. Home ownership provides the elderly with the freedom to choose their lifestyles.

Table of Contents

Equipped with the basics of financial security, many will be economically able to enter the market for senior housing. These strong demographic trends provide the context for continued growth in senior housing in 2018 and the years ahead. We plan to fund any new real estate and mortgage investments during the remainder of 2018 using our liquid assets and debt financing. As the weight of additional debt resulting from new acquisitions suggests the need to rebalance our capital structure, we would then expect to access the capital markets through an at-the-market (“ATM”) or other equity offering. Our disciplined investment strategy implemented through measured increments of debt and equity sets the stage for annual dividend growth, continued low leverage, a portfolio of diversified, high-quality assets, and business relationships with experienced operators whom we make our priority, continue to be the key drivers of our business plan.

Critical Accounting Policies

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

Major Tenants

As discussed in Note 2 to the condensed consolidated financial statements, we have four operators from whom we individually derive at least 10% of our rental income as follows (dollars in thousands):



				Rental Income
		Investment		Six Months Ended June 30,						Lease
	Asset Class	Amount		2018			2017			Renewal
Holiday Retirement	ILF	$	493,378	$	21,908	16%	$	21,908	17%	2031
Senior Living Communities	EFC	548,477		22,905		16%	22,862		18%	2029
National HealthCare Corporation	SNF	171,297		19,064		14%	18,831		15%	2026
Bickford Senior Living	ALF	529,597		23,856		17%	19,273		15%	Various
All others	Various	1,058,730		51,389		36%	45,979		36%	Various
		$	2,801,479	$	139,122		$	128,853

Straight-line rent of $3,061,000 and $3,698,000 was recognized from the Holiday lease for the six months ended June 30, 2018 and 2017, respectively. Straight-line rent of $2,717,000 and $3,492,000 was recognized from the Senior Living lease for the six months ended June 30, 2018 and 2017, respectively. Straight-line rent of $2,372,000 and $1,816,000 was recognized from the Bickford leases for the six months ended June 30, 2018 and 2017, respectively. For NHC, rent escalations are based on a percentage increase in revenue over a base year and do not give rise to non-cash, straight-line rental income.

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 the most elemental barometer of success, 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 entrance fee communities, 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, depreciation and amortization; 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 lease coverage ratio (EBITDARM/Cash Rent), measuring the ability of the operator to meet its monthly rental obligation. In addition to EBITDARM and the lease 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 rent 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, at the latest, within ninety days of month’s end. For computational purposes, we exclude

Table of Contents

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. For this reporting period, we have excluded results from SH Regency Leasing, LLC, as noted in Management’s Discussion and Analysis contained in Item 2. The results by asset type are presented below on a trailing twelve-month basis, as of March 31, 2018 and 2017 (the most recent periods available):



EBITDARM / Cash Rent Twelve Months Ended March 31, 2018
	Bickford		Senior Living		Holiday		NHC		All Other		Total
Discretionary			1.28	x	1.17	x			2.39	x	1.30	x
Need-Driven	1.18	x							1.12	x	1.15	x
Total SHO	1.18	x	1.28	x	1.17	x			1.27	x	1.23	x
Skilled Nursing							3.59	x	1.51	x	2.53	x
Hospitals									1.88	x	1.88	x
Medical Office									6.57	x	6.57	x
Total Lease Portfolio	1.18	x	1.28	x	1.17	x	3.59	x	1.48	x	1.68	x


EBITDARM / Cash Rent Twelve Months Ended March 31, 2017
	Bickford		Senior Living		Holiday		NHC		All Other		Total
Discretionary			1.39	x	1.18	x			2.10	x	1.34	x
Need-Driven	1.22	x							1.18	x	1.20	x
Total SHO	1.22	x	1.39	x	1.18	x			1.29	x	1.27	x
Skilled Nursing							3.63	x	1.39	x	2.50	x
Hospitals									2.24	x	2.24	x
Medical Office									9.17	x	9.17	x
Total Lease Portfolio	1.22	x	1.39	x	1.18	x	3.63	x	1.5	x	1.73	x


Number of Properties
	Bickford		Senior Living		Holiday		NHC¹		All Other		Total
Discretionary			9		25				3		37
Need-Driven	42								46		88
Total SHO	42		9		25				49		125
Skilled Nursing							42		30		72
Hospitals									3		3
Medical Office									2		2
Total Lease Portfolio	42		9		25		42		84		202

¹ NHC based on corporate-level FCCR and includes 3 independent living facilities

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. Our Need-Driven SHO portfolio shows a decline brought about primarily by a softening in occupancy within particular markets, as well as rising wage pressures. For many of the affected operators, as is typical of our portfolio in general, NHI has significant security deposits in place and/or corporate guarantees should actual cash rental shortfalls eventually materialize. In certain instances, our operators may elect to 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 metrics presented in the tables above give no effect to the presence of these security deposits. For Skilled Nursing, coverage in the All Other segment of our portfolio has improved due to a better operating environment for the segment, as a whole, and for the Ensign portfolio transition, in particular. Each MOB’s coverage is driven by the underlying performance of its on-campus hospital as the tenant or guarantor under the lease. In Texas, the aftermath of Hurricane Harvey in 2017 witnessed the shut-down of the guarantor hospital for a few days resulting in lost revenue, overtime and other one-time charges, negatively impacting the hospital’s bottom-line and

Table of Contents

resultant coverage ratios for that MOB. Within the context of this event-specific occurrence, it is also typical of MOB operations that there may be other large fluctuations in coverage resulting from hospital operations.

Trends discussed above for our SNFs incorporate relevant information for NHC. For Bickford, recent softness in occupancy as well as wage pressures have resulted in a decline in coverage. Before year-end, we expect to include in the Bickford coverage metric three additional stabilized new-development properties, which we expect to be accretive. Holiday’s significant 2017 operational restructuring is now substantially complete, but residual effects from the restructuring remain part of the trailing twelve month coverages for Q1 2018. Coverage remains strong within the Senior Living portfolio, however, the irregularity of net entrance fee cash flows results in greater volatility in coverages from period to period.

Investment Highlights

Since January 1, 2018, we have made or announced the following lease and note investments ($ in thousands):



	Date	Properties	Asset Class	Amount
Lease Investments
The Ensign Group	January / May 2018	3	SNF	$	43,404
Bickford Senior Living	April 2018	5	SHO	69,750
Comfort Care Senior Living	May 2018	2	SHO	17,140

Note Investments
Bickford Senior Living	January 2018	1	SHO	14,000
Bickford Senior Living	July 2018	1	SHO	14,700
				$	158,994

Ensign

On January 12, 2018, NHI acquired from a developer a 121-bed skilled nursing facility in Waxahachie, Texas for a cash investment of $14,404,000, and on May 9, 2018, we acquired from another developer two 132-bed skilled nursing facilities in Garland and Fort Worth, Texas for a cash investment totaling $29,000,000. Additional consideration of $1,275,000 for the Waxahachie property and $1,250,000 for each of Garland and Ft. Worth were contributed by the lessee, The Ensign Group (“Ensign”). We have capitalized the tenant contributions as a component of the cost of the facilities and have recorded the related lease incentive as deferred revenue, which we are amortizing to revenue over the term of the master lease to which these properties have now been added. The remaining term of the master lease extends through April 2031, plus renewal options. The blended initial lease rate is set at 8.1% subject to annual escalators based on prevailing inflation rates. The acquisition was accounted for as an asset purchase and fulfills our commitment to acquire and lease to Ensign four skilled nursing facilities in New Braunfels, Waxahachie, Garland and Fort Worth, Texas.

Comfort Care

On May 31, 2018, NHI acquired two assisted living facilities comprising a total of 106 units in Bridgeport and Saginaw, Michigan for a cash investment of $17,140,000, inclusive of $100,000 in closing costs. We leased the facilities to affiliates of Comfort Care Senior Living (“Comfort Care”) at an initial lease rate of 7.25% with escalators adjusted for prevailing inflation rates, subject to a floor and ceiling of 2% and 3%, respectively. The lease provides for an initial six-month lease escrow. With the acquisition, NHI also obtained fair-value based purchase options for two newly constructed facilities operated by Comfort Care, with the purchase option windows to open upon stabilization. The acquisition was accounted for as an asset purchase.

Bickford

On April 30, 2018, we acquired an assisted living/memory-care portfolio in Ohio and Pennsylvania totaling 320 units and comprised of five facilities, one of which is subject to a ground lease with remaining term, including extensions, of 50 years. The purchase price was $69,750,000, inclusive of $500,000 in closing costs and $1,750,000 in specified capital improvements, which will be added to the lease base upon funding. We included this portfolio in a separate master lease with Bickford Senior Living (“Bickford”) which provides for a lease rate of 6.85%, with annual fixed escalators over a term of 15 years plus renewal options, subject to a fair market value rent reset feature available to NHI between years three and five. We accounted for the acquisition as an asset purchase.

Table of Contents

Since January 1, 2018, we have finalized the following new loan commitments to Bickford:



Commencement	Rate	Maturity	Commitment		Drawn			Location
January 2018	9%	5 years	$	14,000,000	$	(1,834,000	)	Virginia
July 2018	9%	5 years	14,700,000		(1,481,000		)	Michigan
			$	28,700,000	$	(3,315,000	)

The agreements provide funding for the construction of assisted living facilities and convey mortgage interests in the properties to NHI. Interest on these construction loans is at 9%, and the loans convey a purchase option to NHI, exercisable upon stabilization of planned operations, as defined. Upon exercise of a purchase option, the lease rate will be set based on NHI's total investment, with a floor of 9.55%.

Potential Effects of Medicare Reimbursement

Our SNF operators receive a significant portion of their revenues from governmental payors, primarily Medicare (federal) and Medicaid (states). Changes in reimbursement rates and limits on the scope of services reimbursed to skilled nursing facilities could have a material impact on the operators’ liquidity and financial condition. The Centers for Medicare and Medicaid Services (“CMS”) released a rule outlining a 1% increase in their Medicare reimbursement for fiscal year 2018 beginning on October 1, 2017. Further, in April 2018, CMS announced as part of its patient driven payment model (“PDPM”) a skilled-nursing preferred payor system (“SNF-PPS”) intended to reduce administrative burden, and foster innovation to improve care and quality for patients. CMS estimates the program of payment redesign and policy changes would increase Medicare payments to SNFs by 2.4 % ($850 million) during FY 2019. We currently estimate that our borrowers and lessees will find these nominal Medicare increases to be adequate in the near term due to their credit quality, profitability and their debt or lease coverage ratios, although no assurances can be given as to what the ultimate effect that similar Medicare increases on an annual basis would have on each of our borrowers and lessees. According to industry studies, state Medicaid funding is not expected to keep pace with inflation. Federal legislative policies have been adopted and continue to be proposed that would reduce Medicare and/or Medicaid payments to SNFs. Any near-term acquisitions of skilled nursing facilities are planned on a selective basis, with emphasis on operator quality and newer construction.

Other Portfolio Activity

Our leases are typically structured as “triple net leases” on single-tenant properties having an initial leasehold term of 10 to 15 years with one or more 5-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the six months ended June 30, 2018, 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 operators hold purchase options allowing them to acquire properties they currently lease from NHI. For options open in 2018, we are engaged in negotiations to continue as lessor or in some other capacity.

We adjust rental income for the amortization as lease inducements of payments made in the eventual settlement of commitments and contingencies. Current outstanding commitments and contingencies are listed later in Item 2 under our discussion of liquidity and capital resources. Amortization of these payments against revenues was $132,000 and $20,000 for the six months ended June 30, 2018 and 2017, respectively.

On June 15, 2018, East Lake Capital Management LLC and certain related entities, including SH Regency Leasing LLC (“Regency”), filed suit against NHI and NHI-REIT of Axel, LLC for injunctive and declaratory relief and, unspecified monetary damages including attorney’s fees. The suit seeks, among other things, to enjoin NHI from making certain references to East Lake in NHI’s public filings. NHI asserts the claims are meritless and intends to vigorously defend itself. Subsequent to the receipt of the filed action, NHI has countersued Regency for declaratory judgment, specific performance, monetary damages, and attorneys’ fees relating to Regency’s alleged defaults under a lease with NHI-REIT of Axel. During the pendency of this litigation, out of an abundance of caution, NHI in its public filings will endeavor to refer to tenant-specific names, namely “EL FW Intermediary I, LLC” (for the Freshwater continuing care retirement communities) and “SH Regency Leasing, LLC” (for the three Regency assisted living facilities). Management believes that the eventual resolution of this controversy will have no material adverse effect on the Company.

Tenant Transition

During the quarter ended June 30, 2018, we identified a single-property lease in Wisconsin as non-performing. In accordance with our revenue recognition policies, we will recognize future rental income from the lease in the period in which cash is received,

Table of Contents

approximately $150,000 of which is in arrears at June 30, 2018. Additionally, we determined to transition the lease to a new tenant. As a consequence of this determination, we judged the related straight-line receivable to be uncollectible, and, accordingly, we wrote off the balance of $1,436,000 pertaining to the original tenant.

Tenant Non-Compliance

In October 2017, we issued a letter of forbearance to one of our tenants for a default on our lease terms involving mandated lease coverage ratios and working capital. Lease revenues from the tenant and its affiliates comprise less than 4% of our rental income, and the related straight-line rent receivable was approximately $4,059,000 at June 30, 2018. Through June 30, 2018, the tenant is current on its lease payments to NHI.

We are working with the tenant to resolve their defaults. In the fourth quarter of 2017, we took steps to establish a more pronounced physical presence and to visit specific operational touchpoints that concentrate on the tenant’s revenue and expenditure cycles. Resulting from this work, we have identified and helped implement certain related efficiencies. The combination of monitoring and the redoubling of the operator’s efforts have helped bring about ongoing results (unaudited) that indicate continuing improvement in collections, operating ratios, occupancy and margins, and point the way to renewed profitability. With these developments, we continue to maintain a heightened vigilance toward the performance of the portfolio. No rent concessions have been made to this tenant.

Further, we have determined that another of our tenants is in material non-compliance with provisions of our lease regarding mandated coverage ratios and working capital. Lease revenues from the tenant comprise less than 2% of our rental income, and the related straight-line rent receivable was approximately $1,200,000 at June 30, 2018. The tenant is current on its rent payments to NHI through June 30, 2018. We have made no rent concessions to the tenant.

The defaults mentioned above typically give rise to considerations regarding the impairment or recoverability of the related assets, and we give additional attention to the nature of the default’s underlying causes. At June 30, 2018, consequently, our assessment of likely undiscounted cash flows, calculated at the lowest level for which identifiable asset-specific cash flows are largely independent, reveals no impairment on the underlying real estate for either non-compliant operation discussed above.

Real Estate and Mortgage Write-downs

Our borrowers and tenants experience periods of significant financial pressures and difficulties similar to those encountered by other health care providers. Governments at both the federal and state levels have enacted legislation to lower, or at least slow, the growth in payments to health care providers. Furthermore, the cost of professional liability insurance has increased significantly during this same period. Since inception, a number of our facility operators and mortgage loan borrowers have undergone bankruptcy. Others have been forced to surrender properties to us in lieu of foreclosure or, for certain periods, have failed to make timely payments on their obligations to us.

During the quarter ended June 30, 2018, we took a direct write-off of $413,000 on a non-mortgage receivable with remaining balance of $400,000, secured by personal guarantees.

We believe that the carrying amounts of our real estate properties are recoverable and that mortgage and other notes receivable are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make significant adjustments to these carrying amounts.

Table of Contents

Results of Operations

The significant items affecting revenues and expenses are described below (in thousands):



	Three Months Ended
	June 30,					Period Change
	2018		2017			$			%
Revenues:
Rental income
ALFs leased to Bickford Senior Living	$	11,208	$	8,992		$	2,216		24.6	%
SNFs leased to Ensign Group	5,560		4,800			760			15.8	%
1 ALF and 1 ILF leased to Discovery Senior Living	859		247			612			NM
8 EFCs and 1 SLC leased to Senior Living Communities	10,098		9,685			413			4.3	%
ILFs leased to an affiliate of Holiday Retirement	9,424		9,105			319			3.5	%
SNFs leased to Health Services Management	2,483		2,250			233			10.4	%
Other new and existing leases	24,402		24,397			5			—	%
	64,034		59,476			4,558			7.7	%
Straight-line rent adjustments, new and existing leases	5,835		6,249			(414		)	(6.6	)%
Total Rental Income	69,869		65,725			4,144			6.3	%
Interest income from mortgage and other notes
Bickford construction loans	488		154			334			NM
Evolve Senior Living mortgage	205		—			205			NM
Traditions of Owatonna mortgage note¹	—		1,010			(1,010		)	NM
Timber Ridge mortgage and construction loans	952		1,292			(340		)	(26.3	)%
Other existing mortgages	1,411		1,536			(125		)	(8.1	)%
Total Interest Income from Mortgage and Other Notes	3,056		3,992			(936		)	(23.4	)%
Investment income and other	31		109			(78		)	(71.6	)%
Total Revenues	72,956		69,826			3,130			4.5	%
Expenses:
Depreciation
ALFs leased to Bickford Senior Living	3,435		2,856			579			20.3	%
SNFs leased to Ensign Group	1,716		1,438			278			19.3	%
1 ALF and 1 ILF leased to Discovery Senior Living	311		82			229			NM
Other new and existing assets	12,332		12,443			(111		)	(0.9	)%
Total Depreciation	17,794		16,819			975			5.8	%
Interest, including amortization of debt discount and issuance costs	12,220		11,732			488			4.2	%
Payroll and related compensation expenses	1,561		1,226			335			27.3	%
Non-cash stock-based compensation expense	368		342			26			7.6	%
Loan and realty losses	1,849		—			1,849			NM
Other expenses	1,325		1,366			(41		)	(3.0	)%
Total Expenses	35,117		31,485			3,632			11.5	%

Income before investment and other gains and losses	37,839		38,341			(502		)	(1.3	)%
Loss on convertible note retirement	—		(96		)	96			NM
Net income	$	37,839	$	38,245		$	(406	)	(1.1	)%

NM - not meaningful
¹ Includes unamortized note discount recognized upon note payoff

Table of Contents

Financial highlights of the quarter ended June 30, 2018, compared to the same quarter of 2017 were as follows:


•	Rental income increased $4,144,000, or 6.3%, primarily as a result of new investments funded in 2017 and during the first half of 2018.

•

The increase in rental income included a $414,000 decrease in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators that are determinable at lease inception. Future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.


•	Interest income from mortgage and other notes decreased $936,000, primarily due to the recognition of an unamortized note discount related to the payoff of a mortgage note during the quarter ended June 30, 2017.


•	Depreciation expense increased $975,000 primarily due to new real estate investments completed during 2017 and during the first half of 2018.


•	Interest expense, including amortization of debt discount and issuance costs, increased $488,000 primarily as a result of an increase in 30-day LIBOR, which is the benchmark for our revolving debt, combined with an increase in the outstanding revolver balance.


•	Payroll and related compensation expenses increased $335,000 due primarily to increased employee count and the expense of certain incentive bonuses.


•	Loan and realty losses of $1,849,000 for the quarter ended June 30, 2018 includes $1,436,000 which resulted from our decision to transition one of our single-property leases to a new tenant and a $413,000 writedown of a loan to a development company that had been focused on international growth opportunities.

Table of Contents

The significant items affecting revenues and expenses are described below (in thousands):



	Six Months Ended
	June 30,						Period Change
	2018			2017			$			%
Revenues:
Rental income
ALFs operated by Bickford Senior Living	$	21,483		$	17,456		$	4,027		23.1	%
SNFs leased to Ensign Group	10,663			9,350			1,313			14.0	%
1 ALF and 1 ILF leased to Discovery Senior Living	1,718			495			1,223			NM
ALFs leased to The LaSalle Group	2,213			1,274			939			NM
SNFs leased to Health Services Management	4,933			4,101			832			20.3	%
7 EFCs and 1 SLC leased to Senior Living Communities	20,188			19,370			818			4.2	%
ILFs leased to an affiliate of Holiday Retirement	18,848			18,210			638			3.5	%
2 ALFs and 3 SNFs leased to Prestige Senior Living	2,871			2,461			410			16.7	%
Other new and existing leases	44,408			44,131			277			0.6	%
	127,325			116,848			10,477			9.0	%
Straight-line rent adjustments, new and existing leases	11,797			12,005			(208		)	(1.7	)%
Total Rental Income	139,122			128,853			10,269			8.0	%
Interest income from mortgage and other notes
Bickford construction loans	913			246			667			NM
Evolve Senior Living mortgage	410			—			410			NM
Traditions of Owatonna mortgage note¹	—			1,104			(1,104		)	NM
Timber Ridge mortgage and construction loans	2,399			2,784			(385		)	(13.8	)%
Other new and existing mortgages	2,794			2,947			(153		)	(5.2	)%
Total Interest Income from Mortgage and Other Notes	6,516			7,081			(565		)	(8.0	)%
Investment income and other	64			271			(207		)	(76.4	)%
Total Revenues	145,702			136,205			9,497			7.0	%
Expenses:
Depreciation
ALFs operated by Bickford Senior Living	6,542			5,727			815			14.2	%
SNFs leased to Ensign Group	3,271			2,794			477			17.1	%
1 ALF and 1 ILF leased to Discovery Senior Living	622			164			458			NM
ALFs leased to The LaSalle Group	811			429			382			NM
Other new and existing assets	23,883			23,849			34			0.1	%
Total Depreciation	35,129			32,963			2,166			6.6	%
Interest expense and amortization of debt issuance costs and discounts	23,834			23,393			441			1.9	%
Payroll and related compensation expenses	3,359			3,086			273			8.8	%
Compliance, consulting and professional fees	1,450			1,233			217			17.6	%
Non-cash stock-based compensation expense	1,794			1,865			(71		)	(3.8	)%
Loan and realty losses	1,849			—			1,849			NM
Other expenses	1,278			1,182			96			8.1	%
Total Expenses	68,693			63,722			4,971			7.8	%

Income before investment and other gains and losses	77,009			72,483			4,526			6.2	%
Loss on convertible note retirement	(738		)	(96		)	(642		)	NM
Investment and other gains	—			10,088			(10,088		)	NM
Net income	$	76,271		$	82,475		$	(6,204	)	(7.5	)%

NM - not meaningful
¹ Includes unamortized note discount recognized upon note payoff

Table of Contents

Financial highlights of the six months ended June 30, 2018, compared to the same period in 2017 were as follows:

•

Rental income increased $10,269,000, or 8.0%, primarily as a result of new investments funded in 2017 and the first half of 2018. The increase in rental income included a $208,000 decrease in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators that are determinable at lease inception. Generally, future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.


•	Interest income from mortgage and other notes decreased $565,000, due to a combination of the continued repayment of our construction loan to Timber Ridge, interest income received on development loans to Bickford Senior Living and Senior Living Management and the recognition of an unamortized note discount related to a mortgage note which was paid in full during the second quarter of 2017.


•	Depreciation expense increased $2,166,000 primarily due to new real estate investments completed since the second quarter of 2017.


•	Interest expense, including amortization of debt discount and issuance costs, increased $441,000 primarily as a result of an increase in 30-day LIBOR, which is the benchmark for our revolving debt, combined with an increase in the outstanding revolver balance.


•	Payroll and related compensation expenses increased $273,000 due primarily to increased employee count and the expense of certain incentive bonuses.


•	Investment and other gains includes $10,038,000 from the sale of marketable securities in 2017.

Table of Contents

Liquidity and Capital Resources

Sources and Uses of Funds

Our primary sources of cash include rent payments, 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 term 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, dividend distributions to our shareholders and general corporate overhead.

These sources and uses of cash are reflected in our Condensed Consolidated Statements of Cash Flows as summarized below (dollars in thousands):



	Six Months Ended June 30,						One Year Change
	2018			2017			$			%
Cash and cash equivalents at beginning of period	$	3,063		$	4,832		$	(1,769	)	(36.6	)%
Net cash provided by operating activities	101,825			94,948			6,877			7.2	%
Net cash used in investing activities	(140,897		)	(127,911		)	(12,986		)	10.2	%
Net cash provided by financing activities	39,054			31,601			7,453			23.6	%
Cash and cash equivalents at end of period	$	3,045		$	3,470		$	(425	)	(12.2	)%

Operating Activities – Net cash provided by operating activities for the six months ended June 30, 2018 was impacted by an increase in our lease payment collections from escalators on existing leases and new real estate investments since June 2017. The resulting increase in comparative cash flows was offset by capitalized lease and loan incentives related to the Bickford development program.

Investing Activities – Net cash used in investing activities for the six months ended June 30, 2018 was comprised primarily of $143,672,000 of investments in real estate and notes, and was partially offset by the collection of principal on mortgage and other notes receivable.

Financing Activities – The change in net cash related to financing activities for the six months ended June 30, 2018 compared to the same period in 2017 is primarily the result of (1) dividends paid to stockholders which increased $6,337,000 over the same period in 2017, and (2) $29,985,000 used to complete a targeted repurchase of a portion of our outstanding convertible notes, compared with only $2,762,000 for the same purpose in 2017. During the six months ended June 30, 2017, we were active in our ATM program, raising proceeds of $79,772,000. In the comparable period in 2018, we made sales of common shares into the market resulting in net proceeds of $44,920,000.

Liquidity

At June 30, 2018, our liquidity was strong, with $226,045,000 available in cash and borrowing capacity on our revolving credit facility.

Our ATM program, discussed below, represents an additional source of liquidity. Traditionally, debt financing and operating and financing cash flows derived from proceeds of lease and mortgage collections, loan payoffs and the recovery of previous write-downs, have been used to satisfy our operational and investing needs and to provide a return to our shareholders. Those operational and investing needs reflect the resources necessary to maintain and cultivate our funding sources and have generally fallen into three categories: debt service, REIT operating expenses, and new real estate investments.

In August 2017, we amended our unsecured $800,000,000 credit facility, scheduled to mature in August 2020, consolidated our three bank term loans into a single $250,000,000 term loan and extended the maturity of the term loan and $550,000,000 revolving credit facility to August 2022. The amended facility calls for floating interest on the term loan and revolver to be initially set at 30-day LIBOR plus 130 and 115 bps, respectively, based on current leverage metrics. Additional significant amendments to the facility include the refinement of the collateral pool, imposition of a 0% floor LIBOR base, movement from the payment of unused commitment fees to a facility fee of 20 basis points and the composition of creditors participating in our loan syndication. The employment of interest rate swaps for our fixed term debt leaves only our revolving credit facility exposed to interest rate risk through April 2019, when our $40,000,000 swap expires. Our swaps and the financial instruments to which they relate are described in the table below, under the caption “Interest Rate Swap Agreements.”

Concurrent with the amendments to our credit facility and except for specific debt-coverage ratios, covenants pertaining to our private placement term loans were generally conformed with those governing the credit facility. We generally accounted for these

Table of Contents

transactions and related fees as modifications of the debt. We plan to term out a portion of our revolving credit facility by borrowings of bank or private placement debt or the public issuance of unsecured bonds.

At June 30, 2018, we had $223,000,000 available to draw on the revolving portion of the credit facility. The facility fee is 20 basis points per annum. The unsecured credit facility requires that we maintain certain financial ratios within limits set by our creditors. To date, these ratios, which are calculated quarterly, have been within the limits required by the credit facility agreements.

Depending on the strength of the equity markets, we expect that borrowings on our revolving credit facility and our ATM program will allow us to continue to make real estate investments during 2018. However, we anticipate that our historically low cost of debt capital will rise in the near to mid-term, as the federal government continues its upward transitioning of the Federal funds rate. In response to the changed interest-rate environment, we may find it advisable within the coming year to acquire a public credit rating as a means of managing our interest costs.

In May and June 2018, we accessed our at-the market (“ATM”) equity program. With an average price for shares sold of $72.70, we issued 628,403 common shares resulting in net proceeds after commissions of $44,920,000, which we used to pay down our revolving credit facility.

If we continue our activity in the ATM program in 2018, we intend to use the proceeds for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under our credit facility. Offerings under the ATM program are made pursuant to a prospectus dated February 22, 2017, which constitutes a part of NHI’s effective shelf registration statement that was previously filed with the Securities and Exchange Commission.

During the six months ended June 30, 2018, we undertook targeted open-market repurchases of certain of our convertible notes having a face amount of $147,575,000 at December 31, 2017. Payments of cash negotiated in the transactions were dependent on prevailing market conditions, our liquidity requirements, contractual restrictions, individual circumstances of the selling parties and other factors. The balance of notes repurchased and retired during the six months ended June 30, 2018, net of unamortized original issue discount and associated issuance costs, was $26,820,000, resulting in the recognition of losses on the note retirements for the six months ended June 30, 2018, of $738,000, calculated as the excess of cash paid over the carrying value of that portion of the notes accounted for as debt. For the retirement of that portion of the outlay allocated to the fair value of the conversion feature, $2,427,000 was charged to capital in excess of par during the six months ended June 30, 2018.

We may continue from time to time seek to retire or purchase some of our outstanding convertible notes through cash open market purchases, privately-negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

If we modify or replace existing debt, we would incur debt issuance costs. These fees would be subject to amortization over the term of the new debt instrument and may result in the write-off of fees associated with debt which has been replaced or modified. Sustaining long-term dividend growth will require that we consider all forms of capital mentioned above, with the goal of maintaining a low-leverage balance sheet as mitigation against potential adverse changes in the business of our industry, tenants and borrowers.

We completed the liquidation of LTC Properties, Inc. (“LTC”) common stock begun in 2015 in the first quarter of 2017 with the sale of our remaining 250,000 shares, realizing net proceeds of $11,718,000 from these sales. A taxable gain of approximately $10,038,000 resulted from the 2017 sales and was adequately offset by depreciation and other deductions in the calculation of our REIT taxable income, making these proceeds available for deployment. Total proceeds of $18,182,000 from marketable securities included settlements occurring in the six months ended June 30, 2017, of $6,464,000 that resulted from sales in December 2016.

Interest Rate Swap Agreements

As of June 30, 2018, we employ the following interest rate swap contracts to hedge against fluctuations in variable interest rates applicable to the $250,000,000 term loan (dollars in thousands):



Date Entered	Maturity Date	Fixed Rate	Rate Index	Notional Amount		Fair Value
May 2012	April 2019	2.84%	1-month LIBOR	$	40,000	$	265
June 2013	June 2020	3.41%	1-month LIBOR	$	80,000	$	761
March 2014	June 2020	3.46%	1-month LIBOR	$	130,000	$	1,111

Table of Contents

For instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative has previously been reported as a component of other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affected earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness have been recognized in earnings.

On January 1, 2018 we adopted ASU 2017-12 Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities, as discussed in the Notes to the condensed consolidated financial statements. The transition method is a modified retrospective approach that required the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to retained earnings as of the beginning of 2018. The primary provision in the ASU requiring adjustment to our beginning retained earnings is the change in timing and income statement line item for ineffectiveness related to cash flow hedges. Upon the adoption of the new standard, we reversed cumulative ineffectiveness occurring in the last six months of 2017, resulting in a retroactive net charge to retained earnings and a credit to accumulated other comprehensive income of $235,000 as of January 1, 2018. Upon adoption of the ASU, the Company achieved a better alignment of its financial reporting for hedging activities with the economic objectives of those activities.

We intend to comply with REIT dividend requirements that we distribute at least 90% of our annual taxable income for the years ending December 2018 and thereafter. 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 IRS Code Sec. 857(b)(8). We declare special dividends when we compute our REIT taxable income in an amount that exceeds our regular dividends for the fiscal year.

Off Balance Sheet Arrangements

We currently have no outstanding guarantees. As described in Note 1 to the condensed consolidated financial statements, our leases, mortgages and other notes receivable with certain entities represent variable interests in those enterprises. However, because we do not control these entities, nor do we have any role in their day-to-day management, we are not their primary beneficiary. Except as discussed in our Annual Report on Form 10-K for the year ended December 31, 2017, under Contractual Obligations and Contingent Liabilities, we have no further material obligations arising from our transactions with these entities, and we believe our maximum exposure to loss at June 30, 2018, due to this involvement would be limited to our contractual commitments and contingent liabilities and the amount of our current investments with them, as detailed further in Notes 1, 2, 3 and 6 to the condensed consolidated financial statements. As of June 30, 2018, we furnished no direct support to any of these entities.

In March 2014 we issued $200,000,000 of convertible notes, the conversion feature being intended to broaden the Company’s credit profile and to obtain a more favorable coupon rate. For this feature we calculate the dilutive effect using market prices prevailing over the reporting period. Because the dilution calculation is market-driven, and per share guidance we provide is based on diluted amounts, the theoretical effects of the conversion feature result in per share unpredictability.

As of June 30, 2018, the face amount of our 3.25% senior unsecured convertible notes was $120,000,000. As adjusted for terms of the indenture, the Notes are convertible at a rate of 14.33 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $69.79 per share for a total of 1,719,500 remaining underlying shares. For the six months ended June 30, 2018, dilution resulting from the conversion option within our convertible debt is 12,126 shares. If NHI’s current share price increases above the adjusted $69.79 conversion price, further dilution will be attributable to the conversion feature.

The notes will be freely convertible in the last six months of their contractual life, beginning in the fourth quarter of 2020; however, GAAP require us to periodically report the amount by which the notes’ convertible value exceeds their principal amount, without regard to the current availability of the conversion feature. Further, the mechanics of the calculation require the use of an end-of-period stock price, so that using that amount for the remaining notes outstanding of $120,000,000 at June 30, 2018, delivers an excess of $6,693,000, whereas the use of a price point from another day could give a different result.

The conversion feature is generally available to the noteholders entering the last six months of the notes’ term but may also become actionable if the market price of NHI’s common stock should, for 20 of 30 consecutive trading days within a calendar quarter, sustain a level in excess of 130% of the adjusted conversion price, or $91.04 per share at June 30, 2018, down from $93.55 per share, initially. The notes are “optional net-share settlement” instruments, meaning that NHI has the ability and intent to settle the principal amount of the indebtedness in cash, with possible dilutive share issuances for any excess, at NHI’s option. Settlement of the notes requires management to allocate the consideration we ultimately pay between the debt component and the equity conversion feature as though they were separate instruments. The allocation is effected by valuing the debt component first, with any remainder allocated to the conversion feature. Amounts expended to settle the notes are recognized first as a settlement of the notes at our carrying value and then are recognized in income to the extent the portion allocated to the debt instrument differs

Table of Contents

from carrying value. The remainder of the allocation, if any, will be treated as settlement of equity and adjusted through our paid in capital account.

Contractual Obligations and Contingent Liabilities

For our contractual obligations as of December 31, 2017, see our Management’s Discussion and Analysis contained in our Form 10-K for the year ended December 31, 2017.

Commitments and Contingencies

The following tables summarize information as of June 30, 2018 related to our outstanding commitments and contingencies which are more fully described in the notes to the consolidated financial statements.



	Asset Class	Type	Total		Funded			Remaining
Loan Commitments:
Life Care Services Note A	SHO	Construction	$	60,000,000	$	(56,463,000	)	$	3,537,000
Bickford Senior Living	SHO	Construction	42,000,000		(22,989,000		)	19,011,000
Senior Living Communities	SHO	Revolving Credit	15,000,000		(831,000		)	14,169,000
			$	117,000,000	$	(80,283,000	)	$	36,717,000

See Note 3 of the condensed consolidated financial statements for full details of our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees. We expect to fully fund the Life Care Services Note A during 2018. Funding of the promissory note commitments to Bickford is expected to transpire monthly throughout 2018.



	Asset Class	Type	Total		Funded			Remaining
Development Commitments:
EL Intermediary I, LLC	SHO	Renovation	$	8,937,000	$	(8,937,000	)	$	—
Bickford Senior Living	SHO	Renovation	4,150,000		(1,647,000		)	2,503,000
Senior Living Communities	SHO	Renovation	6,830,000		(2,185,000		)	4,645,000
Discovery Senior Living	SHO	Renovation	500,000		—			500,000
Woodland Village	SHO	Renovation	7,450,000		(2,750,000		)	4,700,000
Chancellor Health Care	SHO	Construction	62,000		(62,000		)	—
Navion Senior Solutions	SHO	Construction	650,000		—			650,000
			$	28,579,000	$	(15,581,000	)	$	12,998,000

As discussed in Note 2, we have satisfied our obligation to purchase skilled nursing facilities in Texas which had been leased to Legend and subleased to Ensign. Our commitments to fund renovations for EL Intermediary I, LLC, and Chancellor, originally scheduled for up to $10,000,000 and $650,000, respectively, have expired.



	Asset Class	Type	Total		Funded			Remaining
Contingencies:
Bickford Senior Living	SHO	Lease Inducement	$	10,000,000	$	(5,250,000	)	$	4,750,000
Bickford Senior Living	SHO	Incentive Draws	6,000,000		(250,000		)	5,750,000
SH Regency Leasing, LLC	SHO	Lease Inducement	8,000,000		—			8,000,000
Navion Senior Solutions	SHO	Lease Inducement	4,850,000		—			4,850,000
Prestige Care	SHO	Lease Inducement	1,000,000		—			1,000,000
The LaSalle Group	SHO	Lease Inducement	5,000,000		—			5,000,000
			$	34,850,000	$	(5,500,000	)	$	29,350,000

For a discussion of incentive loan draws of $6,000,000 available to Bickford related to borrowings for the development of its properties in Illinois, Michigan, and Virginia, see Note 3 to the condensed consolidated financial statements.

Table of Contents

By terms of our July 2015 lease to SH Regency Leasing, LLC, of three senior housing properties, NHI has committed to certain lease inducement payments of $8,000,000 contingent on reaching and maintaining certain metrics. The inducements have been assessed as not probable of payment, and we have not recorded them on our Condensed Consolidated Balance Sheet as of June 30, 2018. We are unaware of circumstances that would change our initial assessment as to the contingent lease incentives. Not included in the above table is a seller earnout of $750,000, which is recorded on our Condensed Consolidated Balance Sheets within accounts payable and accrued expenses.

Litigation

See Other Portfolio Activity above for a discussion of the status of our litigation with East Lake Capital Management, LLC and certain related entities, including SH Regency Leasing LLC (“Regency”).

FFO, AFFO & FAD

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

Funds From Operations - FFO

Our FFO per diluted common share for the six months ended June 30, 2018 decreased $0.17 (6.0%) over the same period in 2017. FFO decreased primarily as the result of $10,038,000 of gains recognized on the sale of marketable securities during the six months ended June 30, 2017. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities.

Our normalized FFO per diluted common share for the six months ended June 30, 2018 increased $0.15 (5.8%) over the same period in 2017. Normalized FFO increased primarily as the result of our new real estate investments since June 2017. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs.

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.

Table of Contents

Adjusted Funds From Operations - AFFO

Our normalized AFFO per diluted common share for the six months ended June 30, 2018 increased $0.16 (6.9%) over the same period in 2017 due primarily to the impact of real estate investments completed since June 2017. In addition to the adjustments included in the calculation of normalized FFO, normalized AFFO excludes the impact of any straight-line rent revenue, amortization of the original issue discount on our convertible senior notes and amortization of debt issuance costs.

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

Funds Available for Distribution - FAD

Our normalized FAD for the six months ended June 30, 2018 increased $9,034,000 (9.4%) over the same period in 2017, due primarily to the impact of real estate investments completed since June 2017. In addition to the adjustments included in the calculation of normalized AFFO, normalized FAD excludes the impact of non-cash stock based compensation. Normalized FAD is an important supplemental measure of operating performance for a REIT as a useful indicator of the ability to distribute dividends to shareholders.

Table of Contents

The following table reconciles net income, the most directly comparable GAAP metric, to FFO, Normalized FFO, Normalized AFFO and Normalized FAD and is presented for both basic and diluted weighted average common shares (in thousands, except share and per share amounts):



	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2018			2017			2018			2017
Net income	$	37,839		$	38,245		$	76,271		$	82,475
Elimination of certain non-cash items in net income:
Depreciation	17,794			16,819			35,129			32,963
Gain on sale of real estate	—			—			—			(50		)
NAREIT FFO	55,633			55,064			111,400			115,388
Gain on sales of marketable securities	—			—			—			(10,038		)
Loss on convertible note retirement	—			96			738			96
Non-cash write-off of straight-line rent receivable	1,436			—			1,436			—
Note receivable impairment	413			—			413			—
Recognition of unamortized note receivable commitment fees	—			(922		)	(515		)	(922		)
Normalized FFO	57,482			54,238			113,472			104,524
Straight-line lease revenue, net	(5,835		)	(6,249		)	(11,797		)	(12,005		)
Amortization of lease incentives	69			10			132			20
Amortization of original issue discount	187			288			408			581
Amortization of debt issuance costs	590			581			1,203			1,193
Normalized AFFO	52,493			48,868			103,418			94,313
Non-cash stock-based compensation	368			342			1,794			1,865
Normalized FAD	$	52,861		$	49,210		$	105,212		$	96,178


BASIC
Weighted average common shares outstanding	41,704,819			40,982,244			41,618,487			40,468,024
NAREIT FFO per common share	$	1.33		$	1.34		$	2.68		$	2.85
Normalized FFO per common share	$	1.38		$	1.32		$	2.73		$	2.58
Normalized AFFO per common share	$	1.26		$	1.19		$	2.48		$	2.33

DILUTED
Weighted average common shares outstanding	41,786,829			41,245,173			41,681,854			40,679,345
NAREIT FFO per common share	$	1.33		$	1.34		$	2.67		$	2.84
Normalized FFO per common share	$	1.38		$	1.32		$	2.72		$	2.57
Normalized AFFO per common share	$	1.26		$	1.18		$	2.48		$	2.32

Table of Contents

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. 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:



	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2018		2017			2018			2017
Net income	$	37,839	$	38,245		$	76,271		$	82,475
Interest expense	12,220		11,732			23,834			23,393
Franchise, excise and other taxes	266		267			612			534
Depreciation	17,794		16,819			35,129			32,963
Net gain on sales of real estate	—		—			—			(50		)
Gain on sales of marketable securities	—		—			—			(10,038		)
Loss on convertible note retirement	—		96			738			96
Non-cash write-off of straight-line rent receivable	1,436		—			1,436			—
Note receivable impairment	413		—			413			—
Recognition of unamortized note receivable commitment fees	—		(922		)	(515		)	(922		)
Adjusted EBITDA	$	69,968	$	66,237		$	137,918		$	128,451

Interest expense at contractual rates	$	11,414	$	10,312		$	21,941		$	20,345
Principal payments	283		198			568			394
Fixed Charges	$	11,697	$	10,510		$	22,509		$	20,739

Fixed Charge Coverage	6.0x		6.3x			6.1x			6.2x

For all periods presented, EBITDA has been adjusted to reflect GAAP interest expense, which excludes amounts capitalized during the period.

Table of Contents

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At June 30, 2018, we were exposed to market risks related to fluctuations in interest rates on approximately $327,000,000 of variable-rate indebtedness (excludes $250,000,000 of variable-rate debt that has been hedged through interest-rate swap contracts) and on our mortgage and other notes receivable. The unused portion ($223,000,000 at June 30, 2018) 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 June 30, 2018, net interest expense would increase or decrease annually by approximately $1,635,000 or $0.04 per common share on a diluted basis.

We use derivative financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative purposes. Derivatives are included in the Condensed Consolidated Balance Sheets at their fair value. We 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 (dollar amounts in thousands):



	June 30, 2018						December 31, 2017
	Balance¹		% of total		Rate³		Balance¹		% of total		Rate⁴
Fixed rate:
Convertible senior notes	$	120,000	9.7	%	3.25	%	$	147,575	12.7	%	3.25	%
Unsecured term loans	650,000		52.5	%	3.83	%	650,000		56.0	%	3.83	%
HUD mortgage loans²	44,640		3.6	%	4.04	%	45,047		3.9	%	4.04	%
Fannie Mae loans	96,206		7.8	%	3.94	%	96,367		8.3	%	3.94	%

Variable rate:
Unsecured revolving credit facility	327,000		26.4	%	2.96	%	221,000		19.1	%	2.96	%
	$	1,237,846	100.0	%	3.56	%	$	1,159,989	100.0	%	3.61	%

¹ Differs from carrying amount due to unamortized discounts and loan costs.
² Includes 10 HUD mortgages; rate is a weighted average inclusive of a mortgage insurance premium
³ Total is weighted average rate

The unsecured term loans in the table above reflect the effect of $40,000,000, $80,000,000, and $130,000,000 notional amount interest rate swaps with maturities of April 2019, June 2020 and June 2020, respectively, that effectively convert variable rate debt to fixed rate debt. These loans bear interest at LIBOR plus a spread, currently 130 basis points, based on our Leverage-Based Applicable Margin, as defined.

Table of Contents

To highlight the sensitivity of our convertible senior notes and secured mortgage debt to changes in interest rates, the following summary shows the effects on fair value (“FV”) assuming a parallel shift of 50 basis points (“bps”) in market interest rates for a contract with similar maturities as of June 30, 2018 (dollar amounts in thousands):



	Balance		Fair Value¹		FV reflecting change in interest rates
Fixed rate:					-50 bps		+50 bps
Private placement term loans - unsecured	$	400,000	$	381,523	$	392,157	$	371,222
Convertible senior notes	120,000		123,564		125,224		121,927
Fannie Mae loans	96,206		89,679		92,373		87,071
HUD mortgage loans	44,640		44,466		47,567		41,643

¹ The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.

At June 30, 2018, the fair value of our mortgage and other notes receivable, discounted for estimated changes in the risk-free rate, was approximately $146,201,000. A 50 basis-point increase in market rates would decrease the estimated fair value of our mortgage and other loans by approximately $2,770,000, while a 50 basis point decrease in such rates would increase their estimated fair value by approximately $2,847,000.

Item 4. Controls and Procedures.

Evaluation of Disclosure Control and Procedures. As of June 30, 2018, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), 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 Securities and Exchange Act of 1934, 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 CAO, 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 CAO concluded that the design and operation of these disclosure controls and procedures were effective as of June 30, 2018.

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 six months ended June 30, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Table of Contents

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. While there may be lawsuits pending against certain of the owners and/or lessees of our facilities, management believes that the ultimate resolution of all such pending proceedings will have no material adverse effect on our financial condition, results of operations or cash flows.

Item 1A. Risk Factors.

During the six months ended June 30, 2018, there were no material changes to the risk factors that were disclosed in Item 1A of National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, except for the addition of the risk factor that is stated as follows:

Legislative, regulatory, or administrative changes could adversely affect us or our security holders.

The tax laws or regulations governing REITs or the administrative interpretations thereof may be amended at any time. We cannot predict if or when any new or amended law, regulation, or administrative interpretation will be adopted, promulgated, or become effective, and any such change may apply retroactively. We and our security holders may be adversely affected by any new or amended law, regulation, or administrative interpretation.

On December 22, 2017, the Tax Cuts and Jobs Act was enacted. The Tax Cuts and Jobs Act makes significant changes to the U.S. federal income tax rules related to the taxation of individuals and corporations, generally effective for taxable years beginning after December 31, 2017. In addition to reducing corporate and non-corporate tax rates, the Tax Cuts and Jobs Act eliminates and restricts various deductions and limits the ability to utilize net operating losses. Most of the changes applicable to individuals are temporary and apply only to taxable years beginning after December 31, 2017, and before January 1, 2026. The Tax Cuts and Jobs Act makes numerous large and small changes to the tax rules that do not affect REITs directly but may affect our security holders and may indirectly affect us.

Prospective investors are urged to consult with their tax advisors with respect to the status of the Tax Cuts and Jobs Act and any other regulatory or administrative developments and proposals and their potential effect on investment in our securities.

Table of Contents

Item 6. Exhibits.



Exhibit No.	Description
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-11 Registration Statement No. 33-41863, filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T)
3.2	Amendment to Articles of Incorporation
3.3	Amendment to Articles of Incorporation approved by shareholders on May 2, 2014
3.4	Restated Bylaws
3.5	Amendment No. 1 to Restated Bylaws dated February 14, 2014
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
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
10.1	Second amendment to 2012 Stock Incentive Plan (Incorporated by reference to Appendix A to Proxy Statement filed March 20, 2018)
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

Table of Contents

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:	August 6, 2018	/s/ D. Eric Mendelsohn
		D. Eric Mendelsohn
		President and Chief Executive Officer
		(duly authorized officer)



Date:	August 6, 2018	/s/ Roger R. Hopkins
		Roger R. Hopkins
		Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

National Health Investors - 10-Q quarterly report FY2018 Q2

What is the market capitalization of a company?

DISCLAIMER

Contact

Links