| UNITED STATES | ||
| SECURITIES AND EXCHANGE COMMISSION | ||
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Washington, D.C. 20549 | ||
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FORM 8-K | ||
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CURRENT REPORT PURSUANT | ||
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TO SECTION 13 OR 15(d) OF THE | ||
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SECURITIES EXCHANGE ACT OF 1934 | ||
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Date of Report (Date of earliest event reported): May 6, 2004 (May 5, 2004) | ||
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National Health Investors, Inc. | ||
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(Exact name of Registrant as specified in its charter) | ||
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Maryland | ||
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(State or Other Jurisdiction of Incorporation) | ||
| 333-41863 |
62-1470956 | |
| (Commission File No.) |
(IRS Employer | |
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Identification Number) | ||
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100 Vine Street, Suite 1202 | ||
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Murfreesboro, TN 37130 | ||
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(Address of principal executive offices, including zip code) | ||
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(615) 890-9100 | ||
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(Registrant's telephone number, including area code) | ||
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Not Applicable | ||
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(Former name or former address, if changed since last report) | ||
Item 5. Other Events
On May 5, 2004, National Health Investors, Inc. announced its first quarter earnings. A copy of the press release is furnished as an exhibit to this Form 8-K and is incorporated herein by reference.
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: May 6, 2004 |
Exhibit Index
| Number | Exhibit |
| 99 | Press release, dated May 5, 2004 |
EXHIBIT 99
For Release: May 5, 2004
Contact: Gerald Coggin Senior VP of Corporate Relations
Phone: (615) 890-9100
NHI reports first quarter results
MURFREESBORO, Tenn. -- National Health Investors, Inc., (NYSE: NHI) announced income from continuing operations for the first quarter ended March 31, 2004 of $13,614,000 or 49 cents per basic and diluted share of common stock compared to $10,530,000 or 38 cents per basic and 37 cents per diluted share of common stock for the same period in 2003.
Funds from operations, ("FFO") from continuing operations for the first quarter ended March 31, 2004 was $16,586,000 or 62 cents per basic and $16,618,000, or 60 cents per diluted share of common stock compared to $13,226,000 or 50 cents per basic and $13,264,000 or 49 cents per diluted share of common stock in 2003.
Income and FFO from continuing operations for the first quarter of 2003 excludes a $1,932,000 or seven cents per basic and diluted share of common stock gain on the sale of real estate.
The improvement in income from continuing operations for the first quarter ended March 31, 2004 was primarily due to gains on sales of marketable securities of $668,000, recovery of previous write downs of marketable securities of $687,000 and recovery of a previous write down of a mortgage note of $1,302,000. Interest expense also declined as a result of lower debt outstanding. Income from continuing operations for the first quarter of 2003 included loan loss expense of $1,500,000.
"At March 31, 2004, cash and marketable securities totaled approximately 79% of total debt outstanding," said President Andy Adams. "Even with this unsurpassed liquidity, our debt to capitalization ratio declined to 27.7%, the lowest level in our 12 year history."
NHI 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 our 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.
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Page 2 NHI's first quarter results
| Condensed Statements of Income |
| (in thousands except share and per share amounts) | Three Months Ended March |
| 2004 | 2003 | ||||
| Revenues: | |||||
| Mortgage interest income | $ | 4,851 | $ | 5,543 | |
| Rental income | 12,213 | 13,357 | |||
| Investment interest and other | 2,133 | 1,644 | |||
| Facility operating revenues | 20,400 | 19,121 | |||
| 39,597 | 39,665 | ||||
| Expenses: | |||||
| Interest | 3,120 | 3,988 | |||
| Depreciation | 3,538 | 3,773 | |||
| Amortization of loan costs | 37 | 183 | |||
| Legal expense | 149 | (81) | |||
| Franchise and excise tax | 70 | 396 | |||
| General and administrative | 856 | 714 | |||
| Loan and security (recoveries) | (1,989) | 1,500 | |||
| Facility operating expense | 20,202 | 18,662 | |||
| 25,983 | 29,135 | ||||
| Income From Continuing Operations | 13,614 | 10,530 | |||
| Discontinued Operations: | |||||
| Operating Loss - discontinued | (179) | (342) | |||
| Gain on sale of real estate | --- | 1,932 | |||
| (179) | 1,590 | ||||
| Net Income | 13,435 | 12,120 | |||
| Dividends to preferred stockholders | 397 | 397 | |||
| Net income applicable to common stock | $ | 13,038 | $ | 11,723 | |
| Income from continuing operations per common share: |
| Basic | $ | .49 | $ | .38 | |
| Diluted | $ | .49 | $ | .37 | |
| Discontinued operations per common share: | |||||
| Basic | $ | --- | $ | .06 | |
| Diluted | $ | (.01) | $ | .06 | |
| Net income per common share: | |||||
| Basic | $ | .49 | $ | .44 | |
| Diluted | $ | .48 | $ | .43 | |
| Funds from operations | |||||
| Basic | $ | 16,586 | $ | 13,226 | |
| Diluted | $ | 16,618 | $ | 13,264 | |
| Funds from operations per common share | |||||
| Basic | $ | .62 | $ | .50 | |
| Diluted | $ | .60 | $ | .49 | |
| Weighted average common shares |
| Basic | 26,782,468 | 26,688,984 |
| Diluted | 27,071,585 | 26,944,523 |
| Diluted Shares for FFO purposes | 27,748,503 | 26,944,523 | |||
| Dividends per common share | $ | .425 | $ | .40 | |
| Balance Sheet Data |
| (in thousands) | March 31 | December |
| 2004 | 2003 | |||
| Real estate properties, net | $ | 286,163 | $ | 289,465 |
| Mortgages receivable, net | 143,556 | 149,892 | ||
| Preferred stock investment | 38,132 | 38,132 | ||
| REMIC investments | 16,407 | 16,043 | ||
| Cash and marketable securities | 124,823 | 120,522 | ||
| Debt | 157,304 | 162,100 | ||
| Convertible debt | 1,210 | 1,351 | ||
| Stockholders' equity | 414,511 | 409,644 |
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Page 3 NHI's first quarter results
Reconciliation of Funds From Operations (1)
The following table reconciles net income applicable to common stockholders to funds from operations applicable to common stockholders:
| Three Months Ended March 31 |
| 2004 | 2003 | |||
| (in thousands, except share and per share amounts) | ||||
| Net income | $ | 13,435 | $ | 12,120 |
| Dividends to preferred stockholders | (397) | (397) | ||
| Net income applicable to common stockholders | 13,038 | 11,723 | ||
| Adjustments: | ||||
| Real estate depreciation | 2,972 | 3,093 | ||
| Other Items: | ||||
| Discontinued operations: | ||||
| Operating loss - discontinued | 179 | 342 | ||
| Gain on sale of real estate | --- | (1,932) | ||
| Dividends to preferred stockholders, if dilutive | 397 | --- | ||
| Basic funds from operations applicable to common stockholders | 16,586 | 13,226 | ||
| Interest on convertible subordinated debentures | 32 | 38 | ||
| Diluted funds from operations applicable to common stockholders | $ | 16,618 | $ | 13,264 |
| Basic funds from operations per share | $ | .62 | $ | .50 |
| Diluted funds from operations per share | $ | .60 | $ | .49 |
| Shares for basic funds from operations per share | 26,782,468 | 26,688,984 | ||
| Shares for diluted funds from operations per share | 27,748,503 | 26,944,523 |
(1)We believe that funds from operations is an important supplemental measure of operating performance. We, therefore, disclose funds from operations, although it is a measurement that is not defined by accounting principles generally accepted in the United States. We generally use the National Association of Real Estate Investment Trusts (NAREIT) measure of funds from operations. We define funds from operations as income before extraordinary items adjusted for certain non-cash items, primarily real estate depreciation, less gains/losses on sales of facilities. 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. Funds from operations does not represent cash generated from operating activities as defined by accounting principles generally accepted in the United States (funds from operations does not include changes in operating assets and liabilities) and, therefore, should not be considered as an alternative to net income as the primary indicator of operating performance or to cash flow as a measure of liquidity.
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Page 4 NHI's first quarter results
| National Health Investors, Inc. Portfolio Summary March 31, 2004 |
| Portfolio Statistics | Investment |
| Properties | Investment | Percentage |
| Equity Ownership | 94 | 286,163,000 | 64% | |
| Mortgage Loan Receivables | 72 | 159,963,000 | 36% | |
| Total Real Estate Portfolio | 166 | 446,126,000 | 100% |
| Equity Ownership | Properties | Beds | Investments |
| Nursing Homes | 68 | 9,142 | $ 183,726,000 | |
| Assisted Living | 16 | 1,350 | 72,151,000 | |
| Medical Office Buildings | 4 | 124,427 sq.ft. | 11,217,000 | |
| Retirement Homes | 5 | 471 | 11,176,000 | |
| Hospitals | 1 | 55 | 7,893,000 | |
| 94 | $ 286,163,000 |
| Mortgage Loan Receivables | Properties | Beds | Investments |
| Nursing Homes | 50 | 5,512 | $ 131,188,000 | |
| Assisted Living | 1 | 90 | 5,675,000 | |
| Retirement Homes | 1 | 60 | 2,151,000 | |
| Developmentally Disabled | 17 | 108 | 4,542,000 | |
| 69 | $ 143,556,000 | |||
| Remic | 3 | 390 | 10,061,000 | |
| Remic II Investment | - | 2,313 | 6,346,000 | |
| Total Mortgage Portfolio | 72 | $ 159,963,000 | ||
| Summary of Facilities by Type: |
| Percentage of | Total | |||
| Properties | Total Dollars | Dollars | ||
| Nursing Homes | 121 | 74.27% | $ 331,321,000 | |
| Assisted Living | 17 | 17.44% | 77,826,000 | |
| Medical Office Buildings | 4 | 2.51% | 11,217,000 | |
| Retirement Homes | 6 | 2.99% | 13,327,000 | |
| Hospitals | 1 | 1.77% | 7,893,000 | |
| Developmentally Disabled | 17 | 1.02% | 4,542,000 | |
| 166 | 100.00% | $ 446,126,000 |
| Portfolio by Operator Type: |
| # of | Percentage of | Total | ||
| Properties | Total Dollars | Dollars | ||
| Public | 98 | 31.02% | $ 138,409,000 | |
| Regional | 56 | 64.37% | 287,182,000 | |
| Small Operator | 12 | 4.60% | 20,535,000 | |
| 166 | 100.00% | $ 446,126,000 |
| Public Operators: | Percentage |
| Of Total | Dollar | |||
| Portfolio | Amount | |||
| National HealthCare Corp. | 13.35% | 59,554,000 | ||
| National Health Investors, Inc. | 4.50% | 20,067,000 | ||
| Community Health Systems, Inc. | 3.26% | 14,522,000 | ||
| Sunrise Senior Living Services | 3.14% | 14,026,000 | ||
| Mariner Post Acute Network | 2.54% | 11,333,000 | ||
| Sun Healthcare | 2.10% | 9,378,000 | ||
| HCA-The Healthcare Company | 1.03% | 4,587,000 | ||
| Res-Care, Inc. | 1.02% | 4,542,000 | ||
| Centennial HealthCare Corp. | 0.09% | 400,000 | ||
| 31.02% | 138,409,000 |
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Page 5 NHI's first quarter results
| Summary of Facilities by State March 31, 2004 |
| Percent of | ||||||||||
| Acute | Dev. | Asst. | Retire- | Current | Total | |||||
| LTC | Care | MOB | Disab. | Living | ment | Total | Amount | Portfolio | ||
| 1 | Florida | 20 | 1 | 14 | 6 | 41 | 116,690,000 | 26.16% | ||
| 2 | Texas | 28 | 2 | 1 | 1 | 32 | 97,778,000 | 21.92% | ||
| 3 | Tennesssee | 21 | 3 | 3 | 2 | 29 | 39,041,000 | 8.75% | ||
| 4 | Missouri | 9 | 1 | 10 | 27,129,000 | 6.08% | ||||
| 5 | New Jersey | 2 | 1 | 3 | 26,649,000 | 5.97% | ||||
| 6 | Arizona | 1 | 4 | 5 | 19,423,000 | 4.35% | ||||
| 7 | Virginia | 7 | 7 | 19,116,000 | 4.28% | |||||
| 8 | Georgia | 7 | 7 | 17,061,000 | 3.82% | |||||
| 9 | New Hampshire | 3 | 1 | 4 | 16,749,000 | 3.75% | ||||
| 10 | Massachusetts | 4 | 4 | 12,197,000 | 2.73% | |||||
| 11 | Kansas | 7 | 7 | 11,626,000 | 2.61% | |||||
| 12 | Kentucky | 3 | 1 | 4 | 9,320,000 | 2.09% | ||||
| 13 | South Carolina | 3 | 1 | 4 | 8,539,000 | 1.91% | ||||
| 14 | Idaho | 1 | 1 | 2 | 5,669,000 | 1.27% | ||||
| 15 | Colorado | 1 | 1 | 3,875,000 | 0.87% | |||||
| 16 | Alabama | 2 | 2 | 2,464,000 | 0.55% | |||||
| 17 | North Carolina | 0 | 1 | 1 | 1,995,000 | 0.45% | ||||
| 18 | Illinois | 0 | 1 | 1 | 1,622,000 | 0.36% | ||||
| 19 | Wisconsin | 1 | 1 | 1,441,000 | 0.32% | |||||
| 20 | Washington | 1 | 1 | 1,396,000 | 0.31% | |||||
| 121 | 1 | 4 | 17 | 17 | 6 | 166 | 439,780,000 | 98.58% | ||
| Remic II | 6,346,000 | 1.42% | ||||||||
| 446,126,000 | 100.00% |
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