-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IfqjiP1Op7Ihs3nxpWzO3MwsDWDVGvMkTcMiTwvMymkSrQNp2cW9/k5m2TQgcGBl OgmL/RIpM5t9ypEGbVokwg== 0000877860-05-000065.txt : 20051027 0000877860-05-000065.hdr.sgml : 20051027 20051027165301 ACCESSION NUMBER: 0000877860-05-000065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051027 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051027 DATE AS OF CHANGE: 20051027 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL HEALTH INVESTORS INC CENTRAL INDEX KEY: 0000877860 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621470956 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-10822 FILM NUMBER: 051160564 BUSINESS ADDRESS: STREET 1: 100 VINE ST STE 1400 STREET 2: CITY CENTER CITY: MURFREESBORO STATE: TN ZIP: 37130 BUSINESS PHONE: 6158909100 MAIL ADDRESS: STREET 1: P.O. BOX 1102 CITY: MURFREESBORO STATE: TN ZIP: 37133-1102 8-K 1 nhi905er.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 27, 2005 (October 27, 2005)

National Health Investors, Inc.

(Exact name of Registrant as specified in its charter)

Maryland

(State or Other Jurisdiction of Incorporation)

001-10822

62-1470956

(Commission File No.)

(IRS Employer

Identification Number)

100 Vine Street, Suite 1202

Murfreesboro, TN 37130

(Address of principal executive offices, including zip code)

(615) 890-9100

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)



Item 2.02. Results of Operations and Financial Condition.

On October 27, 2005, National Health Investors, Inc. issued a press release announcing its third quarter results. A copy of the press release is filed an Exhibit 99 to this Current Report on Form 8-K and is incorporated by reference herein.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



National Health Investors, Inc.
By: /s/ W. Andrew Adams
Name: W. Andrew Adams
Title: Chief Executive Officer
By:/s/ Donald K. Daniel
Name: Donald K. Daniel
Title: Principal Accounting Officer
Date: October 27, 2005




Exhibit Index

Number Exhibit
99 Press release, dated October 27, 2005




EXHIBIT 99

For Release: October 27, 2005

Contact: Gerald Coggin, VP of Corporate Relation

Phone: (615) 890-9100

NHI reports third quarter income

MURFREESBORO, Tenn. -- National Health Investors, Inc., (NYSE: NHI) announced income from continuing operations for the third quarter ended September 30 of $12,486,000 or 45 cents per basic and diluted share of common stock compared to $12,084,000, or 44 cents per basic and diluted share of common stock for the same period in 2004.

Funds from operations ("FFO") for the third quarter ended September 30 was $15,383,000, or 55 cents per basic and $15,400,000, or 55 cents per diluted share of common stock compared to $14,993,000, or 55 cents per basic and $15,022,000, or 54 cents per diluted share for the same period in 2004.

Income from continuing operations for the nine months ended September 30 was $41,440,000 or $1.50 per basic and $1.49 per diluted share of common stock compared to $36,744,000 or $1.33 per basic and $1.32 per diluted share of common stock for the same period in 2004.

For the nine months ended September 30, FFO was $48,065,000 or $1.74 per basic and $48,131,000 or $1.73 per diluted share of common stock compared to $44,555,000 or $1.64 per basic and $44,646,000 or $1.63 per diluted share for the same period in 2004.

Net income for the three months and nine months ended September 30, was $12,540,000 and $42,149,000, respectively, versus $12,032,000 and $37,428,000, respectively, for the same period in 2004.

National Health Investors, Inc. is a long-term health care real estate investment trust that specializes in the financing of health care real estate by first mortgage and by purchase and leaseback transactions. The common stock of the company trades on the New York Stock Exchange with the symbol NHI. Additional information including NHI's most recent press releases may be obtained on NHI's web site at www.nhinvestors.com.

Statements in this press release that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements made involve risks and uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this release.

-more-



Page 2 NHI's third quarter results

(in thousands, except share and per share Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2005 2004 2005 2004
Revenues:
Mortgage interest income $ 6,710 $ 4,281 $ 14,541 $ 13,950
Rental income 11,298 12,126 34,357 36,485
Facility operating revenues 23,490 21,841 69,973 63,010
41,498 38,248 118,871 113,445
Expenses:
Interest 2,101 3,105 6,500 9,308
Depreciation 3,185 3,387 9,510 10,215
Amortization of loan cost 34 37 140 111
Legal expense 45 197 367 1,115
Franchise, excise and other taxes 102 79 387 215
General and administrative 1,033 952 3,205 2,872
Loan, REMIC, realty, and security
losses, (recoveries), net 2,852 --- 6,380 (896)
Facility operating expense 21,947 20,001 65,751 60,282
31,299 27,758 92,240 83,222
Income before non-operating income 10,199 10,490 26,631 30,223
Non-operating income (investments
and other) 2,287 1,594 14,809 6,521
Income from continuing operations 12,486 12,084 41,440 36,744
Discontinued operations
Operating income (loss)- 29 (52) (64) (568)
Net gain on sale of real estate 25 --- 773 1,252
54 (52) 709 684
Net Income 12,540 12,032 42,149 37,428
Dividends to preferred stockholders --- --- --- (514)
Net income applicable to common stock $ 12,540 $ 12,032 $ 42,149 $ 36,914
Income from continuing operations per common share:
Basic $ .45 $ .44 $ 1.50 $ 1.33
Diluted $ .45 $ .44 $ 1.49 $ 1.32
Discontinued operations per common share:
Basic $ --- $ --- $ .02 $ .03
Diluted $ --- $ (.01) $ .03 $ .03
Net income per common share:
Basic $ .45 $ .44 $ 1.52 $ 1.36
Diluted $ .45 $ .43 $ 1.52 $ 1.35
Funds from operations:
Basic $ 15,383 $ 14,993 $ 48,065 $ 44,555
Diluted $ 15,400 $ 15,022 $ 48,131 $ 44,646
Funds from operations per common share:
Basic $ .55 $ .55 $ 1.74 $ 1.64
Diluted $ .55 $ .54 $ 1.73 $ 1.63
Weighted average common shares
Basic 27,741,424 27,488,855 27,676,367 27,178,491
Diluted 27,860,177 27,769,366 27,829,214 27,457,222
Dividends per common share $ .450 $ .425 $ 1.35 $ 1.275
Balance Sheet Data
(in thousands)

Sept. 30

December 31
2005 2004
Real estate properties, net $ 266,010 $ 278,170
Mortgages receivable, net 119,460 112,072
Preferred stock investments 38,132 38,132
Cash and marketable securities 155,801 190,313
Debt 118,446 154,432
Convertible debt 582 1,116
Stockholders' equity 424,959 425,539

-more-

Page 3 NHI's third quarter results



Reconciliation of Funds From Operations (1)(2)

The following table reconciles net income to funds from operations:

(in thousands, except share and per share amounts)

Three Months Ended Sept. 30 Nine Months Ended Sept. 30
2005 2004 2005 2004
Net income $ 12,540 $ 12,032 $ 42,149 $ 37,428
Dividends to preferred stockholders --- --- --- (514)
Net income applicable to common stockholders 12,540 12,032 42,149 36,914
Elimination of non-cash items in net income:
Real estate depreciation 2,868 2,883 8,538 8,659
Real estate depreciation in discontinued
operations --- 78 22 234
Gain on sale of real estate (25) --- (2,644) (1,252)
Basic funds from operations applicable to
common stockholders 15,383 14,993 48,065 44,555
Interest on convertible subordinated debentures 17 29 66 91
Diluted funds from operations applicable to
common stockholders $ 15,400 $ 15,022 $ 48,131 $ 44,646
Basic funds from operations per share $ .55 $ .55 $ 1.74 $ 1.64
Diluted funds from operations per share $ .55 $ .54 $ 1.73 $ 1.63
Shares for basic funds from operations per share 27,741,424 27,488,855 27,676,367 27,178,491
Shares for diluted funds from operations per share 27,860,177 27,769,366 27,829,214 27,457,222


(1) Management believes that funds from operations is an important supplemental measure of operating performance for a real estate investment trust. Because the historical cost accounting convention used for real estate assets requires straight-line 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 real estate investment trust that used 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 real estate investment trust industry to address this issue. Our measure may not be comparable to similarly titled measures used by other REITs. Consequently, our funds from operations 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 FFO, caution should be exercised when comparing our Company's FFO to that of other REITs. Funds from operations in and of itself does not represent cash generated from operating activities in accordance with GAAP (funds from operations does 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 in the United States, as a measure of liquidity and is not necessarily indicative of cash available to fund cash needs.

(2) We have complied with the SEC's interpretation that recurring impairments taken on real property may not be added back to net income in the calculation of FFO. The SEC's position is that recurring impairments on real property are not an appropriate adjustment.







-more-





Page 4 NHI's third quarter results



National Health Investors, Inc. Portfolio Summary September 30, 2005
Portfolio Statistics Investment
Properties Investment Percentage
1 Equity Ownership 94 266,010,000 69%
2 Mortgage Loan Receivables 64 119,460,000 31%
3 Total Real Estate Portfolio 158 385,470,000 100%
Equity Ownership Properties Beds Investment
Nursing Homes 69 9,242 $177,612,000
2 Assisted Living 15 1,328 60,178,000
3 Medical Office Buildings 4 124,427 sq.ft. 10,528,000
4 Retirement Homes 5 426 10,352,000
5 Hospitals 1 55 7,340,000
94 $266,010,000
Mortgage Loan Receivables Properties Beds Investments
Nursing Homes 46 5,005 $113,108,000
Retirement Homes 1 60 2,019,000
Developmentally Disabled 17 108 4,333,000
64 $119,460,000
Remic II Investment   459  
Total Mortgage Portfolio 64 $119,460,000
Summary of Facilities by Type:
Percentage of Total
Properties Total Dollars Dollars
1 Nursing Homes 115 75.42% $290,720,000
2 Assisted Living 15 15.61% 60,178,000
3 Medical Office Buildings 4 2.73% 10,528,000
4 Retirement Homes 6 3.21% 12,371,000
5 Hospitals 1 1.90% 7,340,000
6 Developmentally Disabled 17 1.12% 4,333,000
158 100.00% $385,470,000


-more-



Page 5 NHI's third quarter results



Portfolio by Operator Type
# of Percentage of Total
Properties Total Dollars Dollars
Public 71 24.94% $ 96,144,000
Regional 80 68.31% 263,321,000
Small 7 6.75% 26,005,000
158 100.00% $385,470,000
NHC Managed Assets 51,628,000
Total Assets (incl Marketable securities) 443,488,000
11.64%
Net Real Estate 266,010,000
Mortgages 119,460,000
Other Notes Receivable -
Preferred Stock 38,132,000
Marketable Securities 19,886,000
REMICS -
Total Portfolio 443,488,000
Public Operators
Percentage of Dollar
Total Portfolio Amount
National HealthCare Corp. 13.39% $51,628,000
Community Health Systems, Inc. 3.53% 13,603,000
Sunrise Senior Living Services 3.47% 13,394,000
Sun Healthcare 2.31% 8,921,000
Res-Care, Inc. 1.12% 4,333,000
HCA-The Healthcare Company 1.11% 4,265,000
24.94% $96,144,000


National Health Investors, Inc. Summary of Facilities by State September 30, 2005

Percent

Acute Dev. Asst. Retire-

Investment

Total

LTC Care MOB Disab. Living ment Total

Amount

Portfolio

1 Florida 17 1 14 5 37 $ 89,877,000 23.32%
2 Texas 27 2 1 30 85,284,000 22.12%
3 Tennessee 20 3 3 2 28 34,731,000 9.01%
4 Missouri 9 1 10 26,442,000 6.86%
5 New Jersey 2 1 3 25,482,000 6.61%
6 Virginia 8 8 20,192,000 5.24%
7 Arizona 1 4 5 18,621,000 4.83%
8 New Hampshire 3 1 4 15,153,000 3.93%
9 Georgia 7 7 14,929,000 3.87%
10 Massachusetts 4 4 11,164,000 2.90%
11 Kansas 7 7 11,196,000 2.90%
12 Kentucky 3 1 4 8,946,000 2.32%
13 South Carolina 3 1 4 7,855,000 2.04%
14 Idaho 1 1 2 5,404,000 1.40%
15 Pennsylvania 0 1 1 4,392,000 1.14%
16 Alabama 2 2 2,211,000 0.57%
17 Wisconsin 1 1 2,050,000 0.53%
18 Illinois 0 1 1 1,541,000 0.40%
115 1 4 17 15 6 158 $385,470,000 100.00%

-30-

-----END PRIVACY-ENHANCED MESSAGE-----