Maryland | 001-10822 | 62-1470956 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
NATIONAL HEALTH INVESTORS, INC. | ||
Date: February 19, 2014 | By: | /s/ Roger R. Hopkins |
Roger R. Hopkins | ||
Chief Accounting Officer |
Exhibit No. | Exhibit Description | |
99.1 | Press Release dated February 18, 2014. | |
99.2 | Transcript of 4Q 2013 Earnings Call of February 18, 2014. |
• | Increased fourth quarter Normalized FFO by 7.1% over the same quarter in 2012 and by 11.6% year over year. |
• | Closed or announced $751.6 million of new investments contributing to portfolio growth and diversification |
• | Increased 2013 regular dividend per share 9.8% over 2012 |
Full-Year 2014 Range | |||||||
Low | High | ||||||
Net income per diluted share attributable to common stockholders | $ | 3.00 | $ | 3.05 | |||
Plus: Real estate depreciation | .92 | .95 | |||||
Normalized FFO per diluted common share | $ | 3.92 | $ | 4.00 | |||
Less: Straight-line rental income | (.48 | ) | (.50 | ) | |||
Normalized AFFO per diluted common share | $ | 3.44 | $ | 3.50 |
Reconciliation of FFO, Normalized FFO, Normalized AFFO and Normalized FAD | |||||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||
Three Months Ended | Years Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Net income attributable to common stockholders | $ | 27,776 | $ | 41,105 | $ | 106,183 | $ | 90,731 | |||||||
Elimination of certain non-cash items in net income: | |||||||||||||||
Real estate depreciation in continuing operations | 5,201 | 3,545 | 17,646 | 13,182 | |||||||||||
Real estate depreciation related to noncontrolling interest | (203 | ) | (68 | ) | (537 | ) | (68 | ) | |||||||
Real estate depreciation in discontinued operations | 56 | 266 | 557 | 2,209 | |||||||||||
Net gain on sales of real estate | (2,888 | ) | (11,966 | ) | (22,258 | ) | (11,966 | ) | |||||||
Funds from operations | $ | 29,942 | $ | 32,882 | $ | 101,591 | $ | 94,088 | |||||||
Investment gains | (3,256 | ) | (4,730 | ) | (3,256 | ) | (4,760 | ) | |||||||
Loan costs expensed due to credit facility amendments | 63 | — | 416 | — | |||||||||||
Non-cash write-off of straight-line rent receivable | — | — | — | 963 | |||||||||||
Legal settlement | — | — | — | 365 | |||||||||||
Loan impairments and (recoveries), net | — | (4,495 | ) | 1,976 | (2,195 | ) | |||||||||
Other items, net | — | (288 | ) | 208 | 26 | ||||||||||
Normalized FFO | $ | 26,749 | $ | 23,369 | $ | 100,935 | $ | 88,487 | |||||||
Straight-line lease revenue, net | (2,152 | ) | (1,340 | ) | (6,560 | ) | (3,664 | ) | |||||||
Straight-line lease revenue, net related to noncontrolling interest | 27 | — | 55 | — | |||||||||||
Non-cash write-off of straight-line rent receivable | — | — | — | (963 | ) | ||||||||||
Normalized AFFO | 24,624 | 22,029 | 94,430 | 83,860 | |||||||||||
Non-real estate depreciation in continuing operations | 696 | 516 | 2,455 | 1,590 | |||||||||||
Non-real estate depreciation related to noncontrolling interest | (31 | ) | (18 | ) | (97 | ) | (19 | ) | |||||||
Non-cash stock based compensation | 253 | 244 | 2,339 | 2,168 | |||||||||||
Normalized FAD | 25,542 | 22,771 | 99,127 | 87,599 | |||||||||||
BASIC | |||||||||||||||
Weighted average common shares outstanding | 29,831,176 | 27,848,002 | 28,362,398 | 27,811,813 | |||||||||||
FFO per common share | $ | 1.00 | $ | 1.18 | $ | 3.58 | $ | 3.38 | |||||||
Normalized FFO per common share | $ | .90 | $ | .84 | $ | 3.56 | $ | 3.18 | |||||||
Normalized AFFO per common share | $ | .83 | $ | .79 | $ | 3.33 | $ | 3.02 | |||||||
Normalized FAD per common share | $ | .86 | $ | .82 | $ | 3.50 | $ | 3.15 | |||||||
DILUTED | |||||||||||||||
Weighted average common shares outstanding | 29,860,614 | 27,868,245 | 28,397,702 | 27,838,720 | |||||||||||
FFO per common share | $ | 1.00 | $ | 1.18 | $ | 3.58 | $ | 3.38 | |||||||
Normalized FFO per common share | $ | .90 | $ | .84 | $ | 3.55 | $ | 3.18 | |||||||
Normalized AFFO per common share | $ | .82 | $ | .79 | $ | 3.33 | $ | 3.01 | |||||||
Normalized FAD per common share | $ | .86 | $ | .82 | $ | 3.49 | $ | 3.15 |
Condensed Statements of Income | |||||||||||||||
(in thousands, except share and per share amounts) | |||||||||||||||
Three Months Ended | Twelve Months Ended | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||
Revenues: | |||||||||||||||
Rental income | $ | 29,984 | $ | 22,837 | $ | 106,029 | $ | 81,482 | |||||||
Interest income from mortgage and other notes | 1,756 | 1,997 | 7,633 | 7,426 | |||||||||||
Investment income and other | 1,051 | 1,039 | 4,166 | 4,409 | |||||||||||
32,791 | 25,873 | 117,828 | 93,317 | ||||||||||||
Expenses: | |||||||||||||||
Depreciation | 5,897 | 4,062 | 20,101 | 14,772 | |||||||||||
Interest | 3,218 | 1,316 | 9,229 | 3,492 | |||||||||||
Legal | 162 | 341 | 784 | 766 | |||||||||||
Franchise, excise and other taxes | 299 | 145 | 616 | 771 | |||||||||||
General and administrative | 2,084 | 1,780 | 9,254 | 7,799 | |||||||||||
Loan and realty (recoveries) losses, net | — | (4,495 | ) | 1,976 | (2,195 | ) | |||||||||
11,660 | 3,149 | 41,960 | 25,405 | ||||||||||||
Income before equity-method investee, discontinued operations | |||||||||||||||
and noncontrolling interest | 21,131 | 22,724 | 75,868 | 67,912 | |||||||||||
Income from equity-method investee | 55 | 45 | 324 | 45 | |||||||||||
Investment and other gains | 3,266 | 4,759 | 3,306 | 4,877 | |||||||||||
Income from continuing operations | 24,452 | 27,528 | 79,498 | 72,834 | |||||||||||
Discontinued operations | |||||||||||||||
Income from operations - discontinued | 771 | 1,778 | 5,426 | 6,098 | |||||||||||
Gain on sale of real estate | 2,888 | 11,966 | 22,258 | 11,966 | |||||||||||
Income from discontinued operations | 3,659 | 13,744 | 27,684 | 18,064 | |||||||||||
Net income | 28,111 | 41,272 | 107,182 | 90,898 | |||||||||||
Net income attributable to noncontrolling interest | (335 | ) | (167 | ) | (999 | ) | (167 | ) | |||||||
Net income attributable to common stockholders | $ | 27,776 | $ | 41,105 | $ | 106,183 | $ | 90,731 | |||||||
Weighted average common shares outstanding: | |||||||||||||||
Basic | 29,831,176 | 27,848,002 | 28,362,398 | 27,811,813 | |||||||||||
Diluted | 29,860,614 | 27,868,245 | 28,397,702 | 27,838,720 | |||||||||||
Earnings per common share: | |||||||||||||||
Basic: | |||||||||||||||
Income from continuing operations attributable to common stockholders | $ | .81 | $ | .98 | $ | 2.77 | $ | 2.61 | |||||||
Discontinued operations | .12 | .50 | .97 | .65 | |||||||||||
Net income attributable to common stockholders | $ | .93 | $ | 1.48 | $ | 3.74 | $ | 3.26 | |||||||
Diluted: | |||||||||||||||
Income from continuing operations attributable to common stockholders | $ | .81 | $ | .98 | $ | 2.77 | $ | 2.61 | |||||||
Discontinued operations | .12 | .50 | .97 | .65 | |||||||||||
Net income attributable to common stockholders | $ | .93 | $ | 1.48 | $ | 3.74 | $ | 3.26 | |||||||
Regular dividends declared per common share | $ | .735 | $ | .67 | $ | 2.90 | $ | 2.64 |
Selected Balance Sheet Data | |||||||
(in thousands) | |||||||
December 31, 2013 | December 31, 2012 | ||||||
Real estate properties, net | $ | 1,247,740 | $ | 535,390 | |||
Mortgage and other notes receivable, net | 60,639 | 84,250 | |||||
Investment in preferred stock, at cost | 38,132 | 38,132 | |||||
Cash and cash equivalents | 11,312 | 9,172 | |||||
Marketable securities | 12,650 | 12,884 | |||||
Straight-line rent receivable | 18,691 | 12,370 | |||||
Equity-method investment and other assets | 66,656 | 12,172 | |||||
Assets held for sale, net | — | 1,611 | |||||
Debt | 617,080 | 203,250 | |||||
National Health Investors Stockholders' equity | 766,546 | 457,182 |
Operator: | Ladies and gentlemen, thank you for standing by and welcome to the National Health Investors Fourth Quarter 2013 Conference Call. During the presentation, all participants will be in a listen only mode. Afterwards, we will conduct a question and answer session. At that time, if you have a question, please press the 1 followed by the 4 on your telephone. If at any time during the conference you need to reach an operator, please press star 0. |
Tripp Sullivan: | Thank you, Tina. Good morning and welcome to the National Health Investors Conference Call to review the company’s results for the fourth quarter of 2013. On the call today will be Justin Hutchens, President and Chief Executive Officer, and Roger Hopkins, Chief Accounting Officer. The results as well as notice to the accessibility of this conference call are on a listen-only basis over the Internet were released this morning in a press release that has been covered by the financial media. |
Justin Hutchens: | Thank you Tripp. Good morning everyone and thank you for joining us. With me today is Roger Hopkins, our Chief Accounting Officer. |
Roger Hopkins: | Thanks Justin. Good morning everyone. My comments this morning are consistent with our disclosures and Form 10K, our earnings press release and our supplemental data report filed this morning with the SEC. We are pleased to report another quarter and full year with strong financial results. |
Justin Hutchens: | Thanks Roger. Turning to our portfolio statistics, leased service coverage remains very strong with a weighted average leased service coverage ratio of 2.92 times. We have provided details on the ratios for our property types on Page 6 of our supplemental. |
Operator: | Thank you. Ladies and gentlemen, if you would like to register a question or a comment, please press the 1 followed by the 4 on your telephone. You will hear a three-toned prompt to acknowledge your request. If your question has been answered and you would like to withdraw your registration, please press the 1 followed by the 3. If you are using a speakerphone, please lift your handset before entering your request. One moment please for our first question. |
Karin Ford: | Hi, good morning. |
Roger Hopkins: | Good morning. |
Karin Ford: | First question, Justin, is you mentioned your sort of normalized acquisition volume goals. It sounds like they remain roughly study at $100 to $200 million for 2014. Just given the increased size of the company post-Holiday, I guess I was surprised that number wasn’t a little bit bigger just to try to maintain sort of your external growth trajectory. |
Justin Hutchens: | Sure. First let me just clarify that I mentioned that our typical growth base is $100 to $200 million. But that wasn’t meant to be a guidance number for 2014. |
Karin Ford: | That’s helpful. Thanks. |
Justin Hutchens: | Sure. All that is is looking at their EBITDARM and assuming that it either grows 3% or 6%. We didn’t include any underlying, you know, revenue or expense expectations to get to that number. |
Karin Ford: | Can you just give us a sense - is it expecting big occupancy gains on the portfolio this year? |
Justin Hutchens: | Sure. |
Karin Ford: | You know are you expecting to get good rate growth? Can you talk about that? |
Justin Hutchens: | Yes. Well one thing that helped was that Q4 had a little bit of a pop in terms of occupancy. And thus far in Q1 we think that number is holding. So that should position us for a good year. The flu season was muted so occupancy levels have been able to hold a little better. And Bickford has historically been pretty consistent with their expense management. |
Karin Ford: | Thanks. And last question, are there any purchase options or loan payoffs that you’re expecting in 2014 and are they included in guidance? |
Justin Hutchens: | We have nothing material. There is I think most of the potential disposition activity that we would have had in our portfolio has already occurred. So I would expect 2014 to be quiet on that front. |
Karin Ford: | Great. Thank you. |
Justin Hutchens: | Thanks. |
Operator: | Thank you. Our next question comes from Todd Fender of Wells Fargo. Please go ahead sir. |
Todd Fender: | Hi, thanks. Good morning guys. |
Justin Hutchens: | Morning. |
Roger Hopkins: | Good morning, Todd. |
Todd Fender: | And Justin, just to clarify, you don’t have investments as assumed in the high end of your guidance? |
Justin Hutchens: | We do not have investments activity assumed in the high end of our guidance. |
Todd Fender: | Okay. And the press release, it just had some wording on the top end of the range we’re adding assumptions for investment activity. |
Justin Hutchens: | Right. We meant to change that. We failed to do so. We’re going to file this transcript so that it’s widely available for everybody to see that in fact the investment activity was not included in the top end of our guidance. |
Todd Fender: | Okay. Just growth from Bickford. |
Justin Hutchens: | That’s right. |
Todd Fender: | Okay. That’s helpful. Thank you. |
Roger Hopkins: | Yes. As we have said in previous calls, you know, it is always a priority of ours to term out our debt to pay down the revolver. We’re looking at several options right now. And as I stated in my prepared remarks, they would come with higher interest rates but certainly longer maturities. |
Justin Hutchens: | I would just add that we also plan to significantly expand our liquidity by the middle of the year as well. |
Todd Fender: | Okay good. And just kind of on that theme, just want to get an update on how the board feels about where NHI’s debt levels are. As leveraged metrics edge higher, it’s the all the fun, new acquisitions but just kind of give an update on the feeling of how the board looks at debt. |
Justin Hutchens: | You know the company has always been low leveraged. And our plan is to continue to stay low leveraged. Roger mentioned a metric that when you bring in the full effect of Holiday into 2014 that we expect our debt to EBITDA to be below four times which would put us at the very low end of the range. |
Roger Hopkins: | Todd, I just wanted to point out that we only had eight days of revenue on the Holiday acquisition, you know, as we closed that in late December. But yet we put the entire amount of $250 million in new debt on the balance sheet. So it sort of skews that metric. |
Todd Fender: | Okay, that’s helpful. Thank you Roger. |
Justin Hutchens: | I would say this. I think if there is any activity with Holiday, we’ll be in the discussion or at least at the table which is good because they’re a very large owner of real estate. And it’s been a great relationship. There, you know, whether we have an appetite for more is going to be a consideration on a deal by deal basis. |
Todd Fender: | Okay, thank you. |
Justin Hutchens: | Thanks Todd. |
Operator: | Thanks. Our next question comes from Daniel Bernstein of Stifel. Please go ahead sir. |
Daniel Bernstein: | Hey, good morning. |
Justin Hutchens: | Good morning Dan. |
Roger Hopkins: | Morning. |
Daniel Bernstein: | Yes. I wanted to talk a little bit about more what you’re seeing in terms of the type of portfolios that are out there. Are they, you know, mainly in seniors housing - are you looking at other areas such as skilled nursing again? The investment spreads in seniors housing is fairly low. |
Justin Hutchens: | Okay, sure. Well we certainly have, you know, through our acquisition activity in 2013, the diversification of our portfolio has changed dramatically where skilled nursing is only 40%. So we have room to grow in that category. It’s not a category that we look at, you know, as often as we do senior housing because of the reimbursement risk. |
Daniel Bernstein: | Are you seeing any signs of that cap rates might move up and, you know, are you seeing any deals that were in the market a few months ago or six months |
Justin Hutchens: | I don’t see any of it as of re-pricing yet. I think the reason for that is there is a tremendous amount of investor interest in liquidity entering the sector. But I do think there’s the natural evolution will be an increased interest rate will cause cap rates to rise eventually. |
Daniel Bernstein: | Okay. That’s all I have. Thank you very much. |
Operator: | Thank you. Ladies and gentlemen, as a final reminder, if you would like to register a question or a comment please press the one followed by the four on your telephone. |
Juan Sanabria: | Hi. Good morning guys. I just wanted to follow up on the financing assumptions. Could you just give us a range of what you expect to refinance on a long term basis? Is 5% a good sort of number to plug into our models or is that too conservative? |
Justin Hutchens: | You know what? We purposely did not give that detail in our guidance because we’d rather come out with, you know, the exact numbers for you when we do in fact do the refinancings. |
Juan Sanabria | Okay. Just a couple of follow ups. Any sort of guidance you can give on a G&A run rate or what you expect for the year? |
Justin Hutchens: | Roger, do you want to address that? |
Roger Hopkins: | Yes. I would expect that the run rate, you know, for G&A will be similar to 2013. We project, as I mentioned in my prepared remarks, the non-cash compensation expense is going to be roughly the same, the additions to our staff and normal increases. So we don’t project anything, you know, at this point that would materially alter that. |
Juan Sanabria: | Okay, great. And just a question Justin, you’d kind of referenced the fact that you were proud of the amount of repeat business you’ve done with relationships. Do you expect to be able to maybe increase the size of your Bickford RIDEA joint venture throughout 2014? |
Justin Hutchens: | Yes. The Bickford RIDEA joint venture will grow in a couple of ways. One is we have two assets that Roger mentioned opened late last year. They’ve opened with - they’re both approaching 50% occupancy already. And we expect them to stabilize throughout this year. And when we bring those into the, you know, the mix you’ll see some growth with the new acquisitions. |
Juan Sanabria: | Okay. So you said that purchase option was for 96 mil and that’s potentially an eight cap. And that could potentially happen this year? |
Justin Hutchens: | We have the right to do it really at any time. And we’re just waiting to see the performance stabilize. And there’s indications that that might happen this year. |
Juan Sanabria: | Okay. Thank you very much. And just one last question. I noticed a $3.2 million I think investment gain. Did you guys monetize any of your sort of equity holdings and some of your REIT peers? And if not, what sort of - any thoughts on maybe monetizing those? |
Justin Hutchens: | Roger? |
Roger Hopkins: | Juan, the $3.2 million gain in the fourth quarter was strictly related to the write off of that purchased liability. It was an earnout liability that we previously assessed as probable. The earnout period expired. We did not have to pay that. And so for accounting purposes you have to take that into income. So we normalized that adjustment during the fourth quarter. |
Juan Sanabria | Okay. And any thoughts on your equity holdings? Or I mean those are still in place then? |
Roger Hopkins: | They are. Our marketable securities and preferred stock holdings are still there. There’s been no change during the quarter. |
Juan Sanabria | Okay. Thanks guys. |
Justin Hutchens: | Thanks, Juan. |
Operator: | Thank you. There are no further questions at this time. Mr. Hutchens, I’ll turn the call back over to you sir for any closing remarks. |
Justin Hutchens: | Sure. I’m going to close with what I think we highlighted for everybody, and that is the fact that NHI is as strong as we’ve ever been. If you look at the diversification of the portfolio to a heavier amount of private pay, the lease service coverage ratio being at 2.9 times, and then the continued growth prospects that we’ve had over the past several years and the opportunity to grow with existing relationships and we continually source new relationships. |
Operator: | Thank you. Ladies and gentlemen, that does conclude the conference call for today. We thank you for your participation and ask that you please disconnect all lines. |
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