-----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, H3DhWrqkJt6/b1Ifau51PqSFumIiKSjJeJ1juSeL19Eu0Jw3Co4+/S7BLzSqyPmc k7WPA55s57c4svNozaq/vQ== 0001157523-09-001497.txt : 20090224 0001157523-09-001497.hdr.sgml : 20090224 20090223181818 ACCESSION NUMBER: 0001157523-09-001497 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090220 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090224 DATE AS OF CHANGE: 20090223 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: 09629126 BUSINESS ADDRESS: STREET 1: 750-B SOUTH CHURCH STREET 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 a5902665.htm NATIONAL HEALTH INVESTORS, INC. 8-K

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): February 23, 2009 (February 20, 2009)

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)

750-B South Church Street

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)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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))


Item 2.02.     Results of Operations and Financial Condition.

On February 20, 2009, National Health Investors, Inc. issued a press release announcing its year end 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.

Item 9.01.     Financial Statements and Exhibits.


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/ Roger R. Hopkins

Name:

Roger R. Hopkins

Title:

Chief Accounting Officer

 
 

Date:

February 23, 2009


Exhibit Index

Number

Exhibit

 
99

Press release, dated February 20, 2009

EX-99 2 a5902665ex99.htm EXHIBIT 99

Exhibit 99

NHI Reports Fourth Quarter and 2008 Year-end Results

MURFREESBORO, Tenn.--(BUSINESS WIRE)--February 20, 2009--National Health Investors, Inc., (NYSE:NHI) announced today its net income and funds from operations (“FFO”) for the fourth quarter and year ended December 31, 2008.

Net income for the year ended December 31, 2008 was $57,510,000 or $2.08 per basic common share and $2.07 per diluted common share, compared to net income of $96,435,000 or $3.48 per basic common share and $3.47 per diluted common share for 2007. The comparability of net income for the year ended December 31, 2008 to the same period one year ago was affected by income from recoveries of previous writedowns, gains on the sale and deconsolidation of certain facilities, gains from loan payoffs and other asset sales, gains on the disposal of certain non-realty assets and certain writedowns of discontinued operations and marketable securities. Adjusting for the above-mentioned items, net income for 2008 would have been $56,127,000 or $2.03 per basic and $2.02 per diluted common share, compared to $57,519,000 or $2.08 per basic and $2.07 per diluted common share for 2007. Revenues for 2008 were $63,005,000 compared to $62,158,000 in 2007.

FFO for the year ended December 31, 2008 was $65,207,000, or $2.35 per basic and diluted common share compared to $94,912,000 or $3.43 per basic and $3.42 per diluted common share in 2007. Adjusting for the above-mentioned items which affect the comparability of results to the same period one year ago, FFO for 2008 would have been $63,824,000 or $2.30 per basic and diluted common share, compared to $69,176,000 or $2.50 per basic and $2.49 per diluted common share for 2007.

Net income for the three months ended December 31, 2008 was $13,367,000 or $.48 per basic and diluted common share compared to net income of $29,435,000 or $1.06 per basic and diluted common share for the same period in 2007. Adjusting for the above-mentioned items which affect the comparability of results to the same period one year ago, net income for the fourth quarter of 2008 would have been $13,505,000 or $.49 per basic and diluted common share compared to net income of $14,698,000 or $.53 per basic and diluted common share for the same period in 2007. Revenues for the fourth quarter of 2008 were $15,774,000 compared to $15,014,000 for the fourth quarter of 2007.

FFO for the three months ended December 31, 2008, was $15,297,000 or $.55 per basic and diluted common share compared to $19,735,000 or $.71 per basic and diluted common share for the same period in 2007. Adjusting for the above-mentioned items which affect the comparability of results to the same period one year ago, FFO for the fourth quarter of 2008 would have been $15,435,000 or $.56 per basic and diluted common share compared to $17,467,000 or $.63 per basic and diluted common share for the same period in 2007.

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.


Condensed Statements of Income      
(in thousands, except share and per share amounts)
   
Three Months Ended Twelve Months Ended
December 31 December 31
  2008     2007     2008   2007  
Revenues:

 

Mortgage interest income $ 2,452 $ 2,216 $ 9,666

 

$ 11,308
Rental income   13,322     12,798     53,339

 

  50,850  
$ 15,774   $ 15,014   $ 63,005 $ 62,158  
Expenses:

 

Interest expense $ 60 $ 150 $ 308 $ 4,625
Depreciation 1,952 2,029 7,888 8,192
Amortization of loan costs 3 4 15 75
Legal expense 557 525 1,598 1,079
Franchise, excise and other taxes 121 (57 ) 647 273
General and administrative 1,346 1,219 3,585 5,657
Loan and realty losses (recoveries)   -     (1,238 )   -   (24,238 )
$ 4,039   $ 2,632   $ 14,041 $ (4,337 )
 
Income Before Non-Operating Income $ 11,735 $ 12,382 $ 48,964 $ 66,495
Non-operating income (investment Interest and other)   2,023     3,454     6,487   12,464  
Income From Continuing Operations $ 13,758   $ 15,836   $ 55,451 $ 78,959  
 
Discontinued Operations
Income from operations - discontinued (391 ) 1,130 2,059 4,338
Net gain on sale of real estate   -     12,469     -   13,138  
$ (391 ) $ 13,599   $ 2,059 $ 17,476  
 
Net income $ 13,367   $ 29,435   $ 57,510 $ 96,435  
 
Weighted average common shares outstanding:
Basic 27,573,294 27,703,539 27,706,106 27,703,464
Diluted 27,578,380 27,772,637 27,731,951 27,783,862
 
Earnings per share:
Basic:
Income from continuing operations $ 0.49 $ 0.57 $ 2.00 $ 2.85
Discontinued operations   (0.01 )   0.49     0.08   0.63  
Net income available to common stockholders $ 0.48   $ 1.06   $ 2.08 $ 3.48  
 
Diluted:
Income from continuing operations $ 0.49 $ 0.57 $ 2.00 $ 2.84
Discontinued operations   (0.01 )   0.49     0.07   0.63  
Net income available to common stockholders $ 0.48   $ 1.06   $ 2.07 $ 3.47  
 
Funds from operations
Basic $ 15,297 $ 19,735 $ 65,207

 

$ 94,912
Diluted $ 15,297 $ 19,735 $ 65,207 $ 94,912
 
Funds from operations per common share
Basic $ 0.55 $ 0.71 $ 2.35 $ 3.43
Diluted $ 0.55 $ 0.71 $ 2.35 $ 3.42
 
Dividends declared per common share $ 0.69 $ 1.35 $ 2.42 $ 2.85
 
In accordance with Statement of Financial Accounting Standard No. 144, the results of operations for facilities meeting the accounting criteria as being sold or held for sale, including the gain or loss on such sales, have been reported in the current and prior periods as discontinued operations. The reclassifications to retrospectively reflect the disposition of these facilities had no impact on previously reported net income.

Selected Income Statement Data  
(in thousands)
December 31, December 31,
  2008     2007  
Net income as reported in financial statements $ 57,510 $ 96,435
Less: income from recoveries of previous writedowns, gains on the sale and deconsolidation of certain facilities, gains from loan payoffs and other asset sales, gains on the disposal of certain non-realty assets and certain writedowns of discontinued operations and marketable securities.   (1,383 )   (38,916 )
 
Net income adjusted by items affecting comparability $ 56,127   $ 57,519  
Selected Balance Sheet Data  
(in thousands)
December 31 December 31
2008 2007
Real estate properties, net $ 181,332 $ 187,455
Mortgages receivable, net 108,640 141,655
Preferred stock investment 38,132 38,132
Cash and marketable securities 126,836 131,172
Notes and bonds payable 3,987 9,512
Stockholders' equity 429,615 446,138

Reconciliation of Funds From Operations (1)(2)
 
The following table reconciles net income to funds from operations available to common stockholders:

(in thousands, except share and per share amounts)

             
 
Three Months Ended Twelve Months Ended
December 31 December 31
 

2008

  2007     2008   2007  
Net income 13,367 29,435 57,510

 

96,435
Elimination of non-cash items in net income:
Real estate depreciation 1,930 1,823 7,658 7,868
Real estate depreciation in discontinued operations - 946 39 3,789
Gain on sale of real estate-continuing operations - - - (42 )
Gain on sale of real estate-discontinued operations   -   (12,469 )   -   (13,138 )
Basic funds from operations   15,297   19,735     65,207   94,912  
 
Other Adjustments   -   -     -   -  
 
Diluted funds from operations $ 15,297 $ 19,735   $ 65,207 $ 94,912  
 
Basic funds from operations per share $ 0.55 $ 0.71 $ 2.35 $ 3.43
Diluted funds from operations per share $ 0.55 $ 0.71 $ 2.35 $ 3.42
 
Shares for basic funds from operations per share 27,573,294 27,703,539 27,706,106 27,703,464
Shares for diluted funds from operations per share 27,578,380 27,772,637 27,731,951 27,783,862
 

1)Management believes that funds from operations (FFO) 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 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 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) Our computations above are intended to comply 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.


National Health Investors, Inc. Portfolio Summary December 31, 2008
     
 
 
Portfolio Statistics Investment
Properties Investment Percentage
Real Estate Properties 72 $ 181,332,000 62.5 %
Mortgages and Notes Receivables 51   108,640,000     37.5 %
Total Portfolio 123 $ 289,972,000 100.0 %
 
Real Estate Properties Properties Beds Investments
Long term Care Centers 49 6,788 $ 102,264,000
Assisted Living Facilities 14 1,133 56,106,000
Medical Office Buildings 4 124,427 sq.ft. 9,140,000
Independent Living Facilities 4 458 7,531,000
Hospitals 1   55     6,291,000  
Total Real Estate Properties 72 $ 181,332,000  
 
Mortgages and Notes Receivables Properties Beds Investments
Long term Care Centers 34 3,581 $ 104,890,000
Developmentally Disabled 17   108     3,750,000  
Total Mortgage Portfolio 51 $ 108,640,000  
Total Portfolio 123 $ 289,972,000  
 
 
Summary of Facilities by Type:
Percentage of Total
Properties Total Dollars Dollars
Long term Care Centers 83 71.4 % $ 207,154,000
Assisted Living Facilities 14 19.3 % 56,106,000
Medical Office Buildings 4 3.2 % 9,140,000
Independent Living Facilities 4 2.6 % 7,531,000
Hospitals 1 2.2 % 6,291,000
Developmentally Disabled 17   1.3 %   3,750,000  
Total Portfolio 123   100.0 % $ 289,972,000  

Portfolio by Operator Type    
  # of Percentage of Total
Properties Total Dollars Dollars
Regional 47 58.0 % $ 168,263,000
Public 65 32.1 % 92,973,000
Small Operator 11 9.9 %   28,736,000
Total Portfolio 123 100.0 % $ 289,972,000
Public Operators   Percentage    
  Of Total Dollar
Portfolio Amount
National HealthCare Corp. 19.7 % $ 57,217,000
Sunrise Senior Living Services 4.2 % 12,282,000
Community Health Systems, Inc. 4.1 % 11,780,000
Sun Healthcare 2.8 % 7,944,000
Res-Care, Inc. 1.3 %   3,750,000
Total Public Operators 32.1 % $ 92,973,000
National Health Investors, Inc. Summary of Facilities by State December 31, 2008
                 
Percent
Acute Dev. Asst. Retire- Investment Total
LTC Care MOB Disab. Living ment Total Amount Portfolio
Florida 11 1 14 4 30 $ 71,516,000 24.7 %
Texas 8 2 10 47,377,000 16.3 %
Tennessee 20 3 3 2 28 26,072,000 9.0 %
Missouri 8 1 9 20,430,000 7.0 %
Virginia 8 8 19,274,000 6.6 %
Arizona 1 4 5 16,898,000 5.8 %
Kansas 5 5 13,382,000 4.6 %
Massachusetts 4 4 14,596,000 5.0 %
New Jersey 1 1 12,282,000 4.2 %
Georgia 6 6 9,445,000 3.3 %
New Hampshire 3 3 8,862,000 3.1 %
Kentucky 2 1 3 7,148,000 2.5 %
South Carolina 4 1 5 10,567,000 3.6 %
Idaho 1 1 2 4,829,000 1.7 %
Pennsylvania 1 1 4,069,000 1.4 %
Alabama 2 2 1,860,000 0.6 %
Illinois     1       1   1,365,000 0.5 %
83 1 4 17 14 4 123 $ 289,972,000 100.0 %

CONTACT:
National Health Investors, Inc.
Roger R. Hopkins, 615-890-9100
Chief Accounting Officer

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