| 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): January 30, 2004 (January 29, 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) | ||
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333-41863 |
62-1470956 | |
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(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 12. Results of Operations and Financial Condition
On January 29, 2004, National Health Investors, Inc. made its year end earnings announcement. 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: January 30, 2004 |
Exhibit Index
| Number | Exhibit |
| 99 | Press release, dated January 29, 2004 |
EXHIBIT 99
For Release: January 29, 2004
Contact: Gerald Coggin VP and Dir. of Investor Relations
Phone: (615) 890-9100
NHI announces 2003 year end results
MURFREESBORO, Tenn. -- National Health Investors, Inc., (NYSE: NHI and NHIPr) announced income from continuing operations for the year ended Dec. 31, 2003 of $43,624,000 or $1.57 per common share, basic and $1.56 per common share, diluted, compared to income from continuing operations of $25,521,000 or 90 cents per common share, basic and diluted for 2002.
Net income for the year ended Dec. 31, 2003 was $43,808,000 or $1.58 per common share, basic and $1.57 per common share, diluted, compared to net income of $30,787,000 or $1.10 per common share, basic and diluted for 2002.
Funds from operations ("FFO") from continuing operations for the year ended Dec. 31, 2003 were $57,088,000 or $2.14 per common share basic, and $57,237,000 or $2.12 per common share, diluted, compared to $39,475,000 or $1.49 per common share, basic, and $39,776,000 or $1.48 per common share , diluted, for 2002.
Income from continuing operations for the fourth quarter ended Dec. 31, 2003 was $9,927,000 or 35 cents per common and diluted share compared to a loss from continuing operations of $4,782,000 or 20 cents per common share, basic and diluted for 2002.
Net income for the fourth quarter ended Dec. 31, 2003 was $9,817,000 or 35 cents per common share, basic and diluted, compared to a net loss of $4,892,000 or 20 cents per common share, basic and diluted for 2002.
Funds from continuing operations for the fourth quarter ended Dec. 31, 2003 were $13,319,000 or 50 cents per common share basic, and $13,353,000 or 49 cents per common share, diluted, compared to funds applied to operations of $1,179,000 or 4 cents per common share, basic and diluted for 2002.
Income and FFO during the quarter ended Dec. 31, 2003 included additional mortgage interest income of $1,465,000 compared to the previous quarter from our real estate mortgage investment conduits. Separately, NHI recorded a loss of $2,000,000 on a first mortgage loan writedown. The net effect of these items was a decline in income and FFO of $535,000 or two cents per share, basic and diluted for the fourth quarter.
"At December 31, 2003, cash and marketable securities totaled approximately 74% of total debt outstanding," said President Andy Adams. "Even with this unsurpassed liquidity, our debt to capitalization ratio declined to 28.5%, the lowest level in our 12 year history."
NHI will hold its annual meeting on April 20 at 4:00 p.m. Central Time.
NHI specializes in the financing of health care real estate by first mortgage and by purchase and leaseback transactions. The common and preferred stocks of the company trade on the New York Stock Exchange with the symbols NHI and NHIPr respectively. 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 year end results
| Condensed Statements of Income |
| (in thousands except share and per share | Three Months Ended December 31 | Year Ended December 31 |
| 2003 | 2002 | 2003 | 2002 | |||||||
| Revenues: | ||||||||||
| Mortgage interest income | $ | 6,151 | $ | 4,925 | $ | 21,046 | $ | 29,891 | ||
| Rental income | 11,934 | 11,690 | 56,243 | 47,737 | ||||||
| Facility operating revenues | 20,335 | 17,959 | 79,272 | 73,006 | ||||||
| Investment interest and other | 1,344 | 1,640 | 5,931 | 6,655 | ||||||
| $ | 39,764 | $ | 36,214 | $ | 162,492 | $ | 157,289 | |||
| Expenses: | ||||||||||
| Interest | $ | 3,239 | $ | 4,020 | $ | 13,840 | $ | 17,000 | ||
| Depreciation of real estate | 3,789 | 4,000 | 15,053 | 15,543 | ||||||
| Amortization of loan costs | 37 | 128 | 297 | 738 | ||||||
| Facility operating expenses | 19,210 | 18,266 | 76,132 | 72,017 | ||||||
| Loan, realty & security loss | 2,234 | 13,555 | 9,134 | 23,055 | ||||||
| Legal expense | 286 | 152 | 729 | 652 | ||||||
| Franchise and excise tax | 20 | (26) | 548 | 337 | ||||||
| General and administrative | 1,022 | 901 | 3,135 | 2,426 | ||||||
| $ | 29,837 | $ | 40,996 | $ | 118,868 | $ | 131,768 | |||
| Income (Loss) From Continuing Operations | $ | 9,927 | $ | (4,782) | $ | 43,624 | $ | 25,521 | ||
| Discontinued Operations | ||||||||||
| Operating Income (Loss) - Discontinued | (110) | (110) | (1,351) | 183 | ||||||
| Net gain on sale of real estate | --- | --- | 1,535 | 5,083 | ||||||
| $ | (110) | $ | (110) | $ | 184 | $ | 5,266 | |||
| Net Income (Loss) | $ | 9,817 | $ | (4,892) | $ | 43,808 | $ | 30,787 | ||
| Dividends to preferred stockholders | 397 | 397 | 1,589 | 1,589 | ||||||
| Net income (loss) applicable to common | $ | 9,420 | $ | (5,289) | $ | 42,219 | $ | 29,198 | ||
| Income (Loss) from continuing operations per common share |
| Basic | $ | .35 | $ | (.20) | $ | 1.57 | $ | .90 | ||
| Diluted | $ | .35 | $ | (.20) | $ | 1.56 | $ | .90 | ||
| Discontinued operations per common | ||||||||||
| Basic | $ | .00 | $ | .00 | $ | .01 | $ | .20 | ||
| Diluted | $ | .00 | $ | .00 | $ | .01 | $ | .20 | ||
| Net income (loss) per common share | ||||||||||
| Basic | $ | .35 | $ | (.20) | $ | 1.58 | $ | 1.10 | ||
| Diluted | $ | .35 | $ | (.20) | $ | 1.57 | $ | 1.10 | ||
| Funds from(to) operations | ||||||||||
| Basic | $ | 13,319 | $ | (1,179) | $ | 57,088 | $ | 39,475 | ||
| Diluted | $ | 13,353 | $ | (1,179) | $ | 57,237 | $ | 39,776 | ||
| Funds from (to) operations per common share | ||||||||||
| Basic | $ | .50 | $ | (.04) | $ | 2.14 | $ | 1.49 | ||
| Diluted | $ | .49 | $ | (.04) | $ | 2.12 | $ | 1.48 | ||
| Weighted average common shares outstanding | ||||||||||
| Basic | 26,766,300 | 26,648,319 | 26,727,814 | 26,453,053 |
| Diluted | 27,026,532 | 26,648,31 | 26,985,571 | 26,853,420 |
| Dividends per common share | $ | .50 | $ | .35 | $ | 1.70 | $ | 1.40 |
| Balance Sheet Data |
| (in thousands) | Dec. 31 | Dec. 31 |
| 2003 | 2002 | ||||
| Real estate properties, net | $ | 289,465 | $ | 304,394 | |
| Mortgages receivable, net | 149,892 | 201,236 | |||
| Preferred stock investment | 38,132 | 38,132 | |||
| REMIC investments | 16,043 | 36,366 | |||
| Cash and marketable securities | 120,522 | 58,825 | |||
| Debt and credit facilities | 162,100 | 161,763 | |||
| Convertible debt | 1,351 | 41,633 | |||
| Stockholders' equity | 409,644 | 400,429 |
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Page3 NHI's Year End 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:
(in thousands, except share and per share amounts)
| Three Months Ended Dec. | Year Ended Dec. 31 |
| 2003 | 2002 | 2003 | 2002 | ||||||
| Net income (loss) applicable to common | $ | 9,420 | $ | (5,289) | $ | 42,219 | $ | 29,198 | |
| Adjustments: | |||||||||
| Real estate depreciation | 3,789 | 4,000 | 15,053 | 15,543 | |||||
| Other Items: | |||||||||
| Discontinued operations: | |||||||||
| Operating (Income) loss - discontinued | 110 | 110 | 1,351 | (183) | |||||
| (Gain) loss on sale of real estate | --- | --- | (1,535) | (5,083) | |||||
| Basic funds from (to) operations applicable to | |||||||||
| common stockholders | 13,319 | (1,179) | 57,088 | 39,475 | |||||
| Interest on convertible subordinated debentures | 34 | --- | 149 | 301 | |||||
| Diluted funds from (to) operations applicable to | |||||||||
| common stockholders | $ | 13,353 | $ | (1,179) | $ | 57,237 | $ | 39,776 | |
| Basic funds from (to) operations per share | $ | .50 | $ | (.04) | $ | 2.14 | $ | 1.49 | |
| Diluted funds from (to) operations per share | $ | .49 | $ | (.04) | $ | 2.12 | $ | 1.48 | |
| Shares for basic funds from operations per share | 26,766,300 | 26,648,319 | 26,727,814 | 26,453,053 |
| Shares for diluted funds from operations per share | 27,026,532 | 26,648,319 | 26,985,571 | 26,853,420 |
(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.
(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.
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Page 4 NHI's Year End Results
Percentage Of Total Portfolio Amount
National Health Investors, Inc. Portfolio Summary December 31, 2003
Portfolio Statistics
Investment
Properties
Investment
Equity Ownership
94
289,465,000
64%
Mortgage Loan Receivables
73
161,342,000
36%
Total Real Estate Portfolio
167
450,807,000
100%
Equity Ownership
Properties
Beds
Investments
Nursing Homes
68
9,142
$
186,110,000
Assisted Living
16
1,350
72,701,000
Medical Office Buildings
4
124,427 sq.ft.
11,335,000
Retirement Homes
5
471
11,334,000
Hospitals
1
55
7,985,000
94
$
289,465,000
Mortgage Loan Receivables
Properties
Beds
Investments
Nursing Homes
50
5,512
$
132,376,000
Assisted Living
2
156
6,164,000
Retirement Homes
1
60
2,185,000
Developmentally Disabled
17
108
4,574,000
70
$
145,299,000
Remic
3
390
9,697,000
Remic II Investment
2,313
6,346,000
Total Mortgage Portfolio
73
$
161,342,000
Summary of Facilities by Type:
Percentage of
Total
Properties
Total Dollars
Dollars
Nursing Homes
121
74.21%
$
334,529,000
Assisted Living
18
17.49%
78,865,000
Medical Office Buildings
4
2.51%
11,335,000
Retirement Homes
6
3.00%
13,519,000
Hospitals
1
1.77%
7,985,000
Developmentally Disabled
17
1.01%
4,574,000
167
100.00%
$
450,807,000
Portfolio by Operator Type
# of
Percentage of
Total
Public
98
47.79%
$
215,443,000
Regional
56
43.58%
196,455,000
Small Operator
13
8.63%
38,909,000
167
100.00%
$
450,807,000
Public Operators:
Percentage
Dollar
National HealthCare Corp.
13.41%
$
60,457,000
National Health Investors, Inc.
5.04%
22,735,000
Community Health Systems, Inc.
3.26%
14,676,000
Sunrise Senior Living Services
3.13%
14,132,000
Mariner Post Acute Network
2.48%
11,197,000
Sun Healthcare
2.10%
9,454,000
HCA-The Healthcare Company
1.03%
4,644,000
Res-Care, Inc.
1.01%
4,574,000
Centennial HealthCare Corp.
0.08%
382,000
31.55%
$
142,251,000
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Page 5 NHI's Year End Results
| Summary of Facilities by State December 31, 2003 |
| Percent of | ||||||||||
| Acute | Dev. | Asst. | Retire- | Current | Total | |||||
| LTC | Care | MOB | Disab. | Living | ment | Total | Amount | Portfolio | ||
| 1 | Florida | 20 | 1 | 14 | 7 | 42 | 117,972,000 | 26.17% | ||
| 2 | Texas | 28 | 2 | 1 | 1 | 32 | 98,838,000 | 21.92% | ||
| 3 | Tennessee | 21 | 3 | 3 | 2 | 29 | 39,558,000 | 8.77% | ||
| 4 | Missouri | 9 | 1 | 10 | 27,388,000 | 6.08% | ||||
| 5 | New Jersey | 2 | 1 | 3 | 26,844,000 | 5.95% | ||||
| 6 | Arizona | 1 | 4 | 5 | 19,556,000 | 4.34% | ||||
| 7 | Virginia | 7 | 7 | 19,347,000 | 4.29% | |||||
| 8 | New Hampshire | 3 | 1 | 4 | 17,192,000 | 3.81% | ||||
| 9 | Georgia | 7 | 7 | 17,082,000 | 3.79% | |||||
| 10 | Massachusetts | 4 | 4 | 12,479,000 | 2.77% | |||||
| 11 | Kansas | 7 | 7 | 11,639,000 | 2.58% | |||||
| 12 | Kentucky | 3 | 1 | 4 | 9,438,000 | 2.09% | ||||
| 13 | South Carolina | 3 | 1 | 4 | 8,655,000 | 1.91% | ||||
| 14 | Idaho | 1 | 1 | 2 | 5,713,000 | 1.27% | ||||
| 15 | Colorado | 1 | 1 | 3,735,000 | 0.83% | |||||
| 16 | Alabama | 2 | 2 | 2,512,000 | 0.56% | |||||
| 17 | North Carolina | 0 | 1 | 1 | 2,011,000 | 0.45% | ||||
| 18 | Illinois | 0 | 1 | 1 | 1,636,000 | 0.36% | ||||
| 19 | Wisconsin | 1 | 1 | 1,441,000 | 0.32% | |||||
| 20 | Washington | 1 | 1 | 1,425,000 | 0.32% | |||||
| 121 | 1 | 4 | 17 | 18 | 6 | 167 | 444,461,000 | 98.59% | ||
| Remic II | 6,346,000 | 1.41% |
| 450,807,000 | 100.00% |
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