UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

March 31, ~~2022~~2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

_____________

Commission File Number 001-10822

National Health Investors Inc

(Exact name of registrant as specified in its charter)


Maryland		62-1470956
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

222 Robert Rose Drive
Murfreesboro	Tennessee	37129
(Address of principal executive offices)		(Zip Code)


(615)			890-9100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	NHI	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

There were ~~45,851,044~~43,388,742 shares of common stock outstanding of the registrant as of May 2, ~~2022.~~2023.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
		(unaudited)					(unaudited)
Assets:	Assets:					Assets:
Real estate properties:	Real estate properties:					Real estate properties:
Land	Land	$	180,503	$	186,658	Land	$	181,949	$	177,527
Buildings and improvements	Buildings and improvements	2,601,905		2,707,422		Buildings and improvements	2,604,742		2,549,019
Construction in progress	Construction in progress	851		468		Construction in progress	3,924		3,352
		2,783,259		2,894,548			2,790,615		2,729,898
Less accumulated depreciation	Less accumulated depreciation	(582,175)		(576,668)		Less accumulated depreciation	(625,743)		(611,688)
Real estate properties, net	Real estate properties, net	2,201,084		2,317,880		Real estate properties, net	2,164,872		2,118,210
Mortgage and other notes receivable, net of reserve of $5,134 and $5,210, respectively		316,390		299,952
Mortgage and other notes receivable, net of reserve of $14,964 and $15,338, respectively						Mortgage and other notes receivable, net of reserve of $14,964 and $15,338, respectively	219,942		233,141
Cash and cash equivalents	Cash and cash equivalents	36,121		37,412		Cash and cash equivalents	13,875		19,291
Straight-line rent receivable	Straight-line rent receivable	94,739		96,198		Straight-line rent receivable	79,103		76,895
Assets held for sale, net	Assets held for sale, net	131,988		66,398		Assets held for sale, net	26,670		43,302
Other assets		22,181		21,036
Other assets, net						Other assets, net	28,768		16,585
Total Assets	Total Assets	$	2,802,503	$	2,838,876	Total Assets	$	2,533,230	$	2,507,424

Liabilities and Stockholders’ Equity:	Liabilities and Stockholders’ Equity:					Liabilities and Stockholders’ Equity:
Debt	Debt	$	1,249,044	$	1,242,883	Debt	$	1,176,014	$	1,147,511
Accounts payable and accrued expenses	Accounts payable and accrued expenses	19,112		23,181		Accounts payable and accrued expenses	24,626		25,905
Dividends payable	Dividends payable	41,265		41,266		Dividends payable	39,050		39,050
Lease deposit liabilities		—		8,838

Deferred income	Deferred income	4,285		5,725		Deferred income	4,944		5,052
Total Liabilities	Total Liabilities	1,313,706		1,321,893		Total Liabilities	1,244,634		1,217,518

Commitments and contingencies	Commitments and contingencies	0		0		Commitments and contingencies

Redeemable noncontrolling interest						Redeemable noncontrolling interest	9,520		9,825

National Health Investors, Inc. Stockholders’ Equity:	National Health Investors, Inc. Stockholders’ Equity:					National Health Investors, Inc. Stockholders’ Equity:
Common stock, $0.01 par value, 100,000,000 shares authorized
45,850,868 and 45,850,599 shares issued and outstanding, respectively		459		459
Common stock, $0.01 par value, 100,000,000 shares authorized;						Common stock, $0.01 par value, 100,000,000 shares authorized;
43,388,742 shares issued and outstanding						43,388,742 shares issued and outstanding	434		434
Capital in excess of par value	Capital in excess of par value	1,596,258		1,591,182		Capital in excess of par value	1,601,257		1,599,427
Cumulative dividends in excess of net income		(117,424)		(84,558)
Retained earnings						Retained earnings	2,365,674		2,331,190
Cumulative dividends						Cumulative dividends	(2,699,876)		(2,660,826)

Total National Health Investors, Inc. Stockholders’ Equity	Total National Health Investors, Inc. Stockholders’ Equity	1,479,293		1,507,083		Total National Health Investors, Inc. Stockholders’ Equity	1,267,489		1,270,225
Noncontrolling interests	Noncontrolling interests	9,504		9,900		Noncontrolling interests	11,587		9,856
Total Equity	Total Equity	1,488,797		1,516,983		Total Equity	1,279,076		1,280,081
Total Liabilities and Stockholders’ Equity		$	2,802,503	$	2,838,876
Total Liabilities and Equity						Total Liabilities and Equity	$	2,533,230	$	2,507,424

The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements. The Condensed Consolidated Balance Sheet at December 31, ~~2021~~2022 was derived from the audited consolidated financial statements at that date.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)

Three Months Ended
March 31,
2022 2021
(unaudited)
Revenues:
Rental income $ 64,559 $ 74,749
Interest income and other 6,768 6,136
71,327 80,885
Expenses:
Depreciation 18,272 20,806
Interest 10,198 12,973
Legal 1,827 130
Franchise, excise and other taxes 244 233
General and administrative 8,101 7,989
Taxes and insurance on leased properties 3,038 2,161
Loan and realty losses (gains) 24,528 (50)
66,208 44,242
Gains (losses) from equity method investment 297 (808)
Gains on sales of real estate, net 2,981 —
Loss on early retirement of debt (151) (451)
Net income 8,246 35,384
Less: net loss (income) attributable to noncontrolling interests 153 (52)
Net income attributable to common stockholders $ 8,399 $ 35,332
Weighted average common shares outstanding:
Basic 45,850,686 45,305,087
Diluted 45,851,061 45,357,773
Earnings per common share:
Net income attributable to common stockholders - basic $ 0.18 $ 0.78
Net income attributable to common stockholders - diluted $ 0.18 $ 0.78


	Three Months Ended
	March 31,
	2023		2022
	(unaudited)
Revenues:
Rental income	$	65,299	$	64,559
Resident fees and services	11,700		—
Interest income and other	5,389		6,768
	82,388		71,327
Expenses:
Depreciation	17,617		18,272
Interest	14,027		10,198
Senior housing operating expenses	9,799		—
Legal	122		1,827
Franchise, excise and other taxes	183		244
General and administrative	5,653		8,101
Taxes and insurance on leased properties	2,619		3,038
Loan and realty (gains) losses	(418)		24,528
	49,602		66,208
Gains on sales of real estate, net	1,397		2,981


Loss on early retirement of debt	—		(151)
Gains from equity method investment	—		297
Net income	34,183		8,246
Less: net loss attributable to noncontrolling interests	301		153
Net income attributable to common stockholders	$	34,484	$	8,399

Weighted average common shares outstanding:
Basic	43,388,742		45,850,686
Diluted	43,391,429		45,851,061

Earnings per common share:
Net income attributable to common stockholders - basic	$	0.79	$	0.18
Net income attributable to common stockholders - diluted	$	0.79	$	0.18

The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~COMPREHENSIVE INCOME~~CASH FLOWS

(in thousands)


	Three Months Ended
	March 31,
	2023		2022
	(unaudited)
Cash flows from operating activities:
Net income	$	34,183	$	8,246
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,617		18,272
Amortization of debt issuance costs, debt discounts and prepaids	1,048		1,087
Amortization of commitment fees and note receivable discounts	(148)		(120)
Amortization of lease incentives	299		252
Straight-line rent adjustments	(2,097)		(1,079)
Non-cash rental income	(2,500)		—
Non-cash interest income on mortgage and other notes receivable	(376)		(880)
Non-cash lease deposit liability recognized as rental income	—		(8,838)
Gains on sales of real estate, net	(1,397)		(2,981)

Gains from equity method investment	—		(297)

Loss on early retirement of debt	—		151
Loan and realty (gains) losses	(418)		24,528
Payment of lease incentive	(10,000)		—
Non-cash share-based compensation	2,105		5,083
Changes in operating assets and liabilities:
Other assets	(3,772)		(107)
Accounts payable and accrued expenses	(3,277)		(4,252)
Deferred income	(219)		(385)
Net cash provided by operating activities	31,048		38,680
Cash flows from investing activities:
Investments in mortgage and other notes receivable	(7,219)		(16,350)
Collections of mortgage and other notes receivable	7,211		988
Acquisitions of real estate	(38,081)		—
Proceeds from sales of real estate	10,201		13,170
Investments in existing real estate	(2,133)		(165)


Distributions from equity method investment	2,500		297
Net cash used in investing activities	(27,521)		(2,060)
Cash flows from financing activities:
Proceeds from revolving credit facility	192,000		85,000
Payments on revolving credit facility	(19,000)		—

Payments on term loans	(145,103)		(75,098)

Debt issuance costs	—		(4,535)


Distributions to noncontrolling interests	(363)		(271)

Dividends paid to stockholders	(39,050)		(41,266)
Taxes remitted on employee stock awards	—		(7)
Proceeds from noncontrolling interest	2,000		—

Net cash used in financing activities	(9,516)		(36,177)
(Decrease) increase in cash and cash equivalents and restricted cash	(5,989)		443
Cash and cash equivalents and restricted cash, beginning of period	21,516		39,485
Cash and cash equivalents and restricted cash, end of period	$	15,527	$	39,928

The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)

Three Months Ended
March 31,
2022 2021
(unaudited)
Net income $ 8,246 $ 35,384
Other comprehensive income:
Increase in fair value of cash flow hedges — (6)
Reclassification for amounts recognized as interest expense — 1,778
Total other comprehensive income — 1,772
Comprehensive income 8,246 37,156
Comprehensive loss (income) attributable to noncontrolling interests 153 (52)
Comprehensive income attributable to common stockholders $ 8,399 $ 37,104


	Three Months Ended
	March 31,
	2023		2022
	(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	15,878	$	12,920
Supplemental disclosure of non-cash investing and financing activities:

Real estate acquired in exchange for mortgage notes receivable	$	14,200	$	—



Change in other assets related to sales of real estate	$	—	$	(33)
Change in accounts payable related to investments in real estate construction	$	20	$	—

Change in accounts payable related to renovations of existing real estate	$	—	$	(219)
Change in accounts payable related to distributions to noncontrolling interests	$	90	$	(28)
Reclassification of prepaid equity issuance costs to capital in excess of par value	$	275	$	—

The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~EQUITY

(unaudited, in thousands, except share and per share amounts)

~~(in thousands)~~

Three Months Ended
March 31,
2022 2021
(unaudited)
Cash flows from operating activities:
Net income $ 8,246 $ 35,384
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 18,272 20,806
Amortization of debt issuance costs, debt discounts and prepaids 1,087 1,192
Amortization of commitment fees and note receivable discounts (120) (131)
Amortization of lease incentives 252 260
Straight-line rent income (1,079) (4,241)
Non-cash interest income on mortgage and other notes receivable (880) (700)
Non-cash lease deposit liability recognized as lease income (8,838) —
Gains on sales of real estate, net (2,981) —
Gains (losses) from equity method investment (297) 808
Loss on early retirement of debt 151 451
Loan and realty losses 24,528 (50)
Payment of lease incentives — (1,042)
Non-cash share-based compensation 5,083 5,446
Changes in operating assets and liabilities:
Other assets (107) (484)
Accounts payable and accrued expenses (4,252) (735)
Deferred income (385) (52)
Net cash provided by operating activities 38,680 56,912
Cash flows from investing activities:
Investments in mortgage and other notes receivable (16,350) (8,412)
Collections of mortgage and other notes receivable 988 442
Proceeds from sales of real estate 13,170 —
Investments in renovations of existing real estate (165) (1,443)
Investments in equipment — (8)
Distribution from equity method investment 297 288
Net cash used in investing activities (2,060) (9,133)
Cash flows from financing activities:
Proceeds from revolving credit facility 85,000 30,000
Payments on revolving credit facility — (298,000)
Payments on term loans (75,098) (100,094)
Proceeds from issuance of senior notes — 396,784
Debt issuance costs (4,535) (4,459)
Proceeds from issuance of common shares, net — 47,951
Distributions to noncontrolling interests (271) (258)
Dividends paid to stockholders (41,266) (49,818)
Taxes remitted on employee stock awards (7) —
Net cash (used in) provided by financing activities (36,177) 22,106
Increase in cash and cash equivalents and restricted cash 443 69,885
Cash and cash equivalents and restricted cash, beginning of period 39,485 46,343
Cash and cash equivalents and restricted cash, end of period $ 39,928 $ 116,228

~~The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.~~


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cumulative Dividends		Total National Health Investors, Inc. Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balances at December 31, 2022	43,388,742	$	434	$	1,599,427	$	2,331,190	$	(2,660,826)	$	1,270,225	$	9,856	$	1,280,081

Noncontrolling interest capital contribution	—	—		—		—		—		—		2,000		2,000
Distributions declared to noncontrolling interests	—	—		—		—		—		—		(273)		(273)
Net income, excluding a loss of $305 attributable to redeemable noncontrolling interest	—	—		—		34,484		—		34,484		4		34,488


Equity issuance costs	—	—		(275)		—		—		(275)		—		(275)



Share-based compensation	—	—		2,105		—		—		2,105		—		2,105
Dividends declared, $0.90 per common share	—	—		—		—		(39,050)		(39,050)		—		(39,050)














Balances at March 31, 2023	43,388,742	$	434	$	1,601,257	$	2,365,674	$	(2,699,876)	$	1,267,489	$	11,587	$	1,279,076

~~Table of Contents~~

~~NATIONAL HEALTH INVESTORS, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)~~

~~(in thousands)~~


	Common Stock			Capital in Excess of Par Value		Retained Earnings		Cumulative Dividends		Total National Health Investors Stockholders’ Equity		Noncontrolling Interests		Total Equity
	Shares	Amount
Balances at December 31, 2021	45,850,599	$	459	$	1,591,182	$	2,416,713	$	(2,501,271)	$	1,507,083	$	9,900	$	1,516,983


Distributions declared to noncontrolling interests	—	—		—		—		—		—		(243)		(243)
Net income	—	—		—		8,399		—		8,399		(153)		8,246



Taxes remitted on employee stock awards	—	—		(7)		—		—		(7)		—		(7)
Shares issued on stock options exercised	269	—		—		—		—		—		—		—
Share-based compensation	—	—		5,083		—		—		5,083		—		5,083
Dividends declared, $0.90 per common share	—	—		—		—		(41,265)		(41,265)		—		(41,265)











Balances at March 31, 2022	45,850,868	$	459	$	1,596,258	$	2,425,112	$	(2,542,536)	$	1,479,293	$	9,504	$	1,488,797

Three Months Ended
March 31,
2022 2021
(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized $ 12,920 $ 9,674
Supplemental disclosure of non-cash investing and financing activities:
Change in other assets related to sales of real estate $ (33) $ —
Change in accounts payable related to investments in real estate construction $ — $ (112)
Change in accounts payable related to renovations of existing real estate $ (219) $ —
Change in accounts payable related to distributions to noncontrolling interests $ (28) $ (25)

The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.

Table of Contents

NATIONAL HEALTH INVESTORS, INC.

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~(unaudited, in thousands, except share and per share amounts)~~

Common Stock Capital in Excess of Par Value Cumulative Dividends in Excess of Net Income Accumulated Other Comprehensive Loss Total National Health Investors, Inc. Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Amount
Balances at December 31, 2021 45,850,599 $ 459 $ 1,591,182 $ (84,558) $ — $ 1,507,083 $ 9,900 $ 1,516,983
Noncontrolling interests distribution — — — — — — (243) (243)
Total comprehensive income (loss) — — — 8,399 — 8,399 (153) 8,246
Taxes remitted on employee stock awards — — (7) — — (7) — (7)
Shares issued on stock options exercised 269 — — — — — — —
Share-based compensation — — 5,083 — — 5,083 — 5,083
Dividends declared, $0.90 per common share — — — (41,265) — (41,265) — (41,265)
Balances at March 31, 2022 45,850,868 $ 459 $ 1,596,258 $ (117,424) $ — $ 1,479,293 $ 9,504 $ 1,488,797

Common Stock Capital in Excess of Par Value Cumulative Dividends in Excess of Net Income Accumulated Other Comprehensive Loss Total National Health Investors Stockholders’ Equity Noncontrolling Interests Total Equity
Shares Amount
Balances at December 31, 2020 45,185,992 $ 452 $ 1,540,946 $ (22,015) $ (7,149) $ 1,512,234 $ 10,711 $ 1,522,945
Noncontrolling interests distribution — — — — — — (233) (233)
Total comprehensive income — — — 35,332 1,772 37,104 52 37,156
Issuance of common stock, net 661,951 7 47,944 — — 47,951 — 47,951
Shares issued on stock options exercised 2,656 — — — — — — —
Share-based compensation — — 5,446 — — 5,446 — 5,446
Dividends declared, $1.025 per common share — — — (50,550) — (50,550) — (50,550)
Balances at March 31, 2021 45,850,599 $ 459 $ 1,594,336 $ (37,233) $ (5,377) $ 1,552,185 $ 10,530 $ 1,562,715

~~The accompanying notes to condensed consolidated financial statements are an integral part of these condensed consolidated financial statements.~~

~~Table of Contents~~

~~NATIONAL HEALTH INVESTORS, INC.~~

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, ~~2022~~2023

(unaudited)

Note 1. Organization and Nature of Business

National Health Investors, Inc. (“NHI,” ~~“the Company,~~the “Company,” “we,” “us,” or “our”), established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”) specializing in sale-leaseback, joint venture and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable segments: Real Estate Investments and Senior Housing Operating Portfolio (“SHOP”). Our ~~portfolio~~Real Estate Investments segment consists of ~~lease, mortgage~~real estate investments and leases, mortgages and other ~~note investments~~notes receivable in independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and a ~~hospital.~~hospital (“HOSP”). As of March 31, ~~2022,~~2023, we had gross investments of approximately ~~$2.8~~$2.4 billion in ~~186~~164 health care real estate properties located in 3231 states and leased pursuant primarily to triple-net leases to ~~27 lessees~~25 tenants consisting of ~~120~~98 senior housing communities, ~~(“SHO”),~~ 65 ~~skilled nursing facilities~~SNFs and ~~1 hospital,~~one HOSP, excluding 20ten properties classified as assets held for sale. Our portfolio of 1514 mortgages along with other notes receivable totaled ~~$321.5~~$234.9 million, excluding an allowance for expected credit losses of ~~$5.1~~$15.0 million, as of March 31, 2023.

Our SHOP segment is comprised of two ventures that own the operations of ILFs. As of March 31, 2023, we had gross investments of approximately $339.1 million in 15 properties with a combined 1,734 units located in eight states that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements that commenced April 1, 2022. The third-party managers, or related parties of the managers, own equity interests in the respective ventures.

Note 2. Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with ~~U.S.~~United States generally accepted accounting principles (“GAAP”) for interim financial statements. In our opinion, the accompanying unaudited condensed consolidated financial statements reflect all adjustments consisting of normal recurring adjustments necessary for a fair presentation. Interim results of operations are not necessarily indicative of the results that may be achieved for a full year. The condensed consolidated financial statements and related notes do not include all information and footnotes required by GAAP for annual reports. These interim condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and notes thereto as of and for the year ended December 31, ~~2021,~~2022, included in our ~~2021~~ Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission (the “SEC”).

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company, and its wholly owned subsidiaries, joint ventures and subsidiaries in which we have a controlling interest. We also consolidate certain entities when control of such entities can be achieved through means other than voting rights (“variable interest entities” or “VIEs”) if the Company is deemed to be the primary beneficiary of such entities. All material intercompany transactions and balances are eliminated in consolidation.

Effective April 1, 2022 and at March 31, 2023, our consolidated total assets and liabilities include two consolidated ventures comprising our SHOP activities, each formed with a separate partner - Merrill Gardens, L.L.C. (“Merrill”) and DSHI NHI Holiday LLC (the “Discovery member”), a related party of Discovery Senior Living (“Discovery”). We consider both ventures to be VIEs as the members of each, as a group, lack the characteristics of a controlling financial interest. We are deemed to be the primary beneficiary because we have the ability to control the activities that most significantly impact each VIE’s economic performance. The assets of the ventures primarily consist of real estate properties, cash and cash equivalents, and resident fees and services (accounts receivable). Their obligations primarily consist of operating expenses of the ILFs (accounts payable and accrued expenses) and capital expenditures for the properties. Aggregate assets of the consolidated SHOP ventures that can be used only to settle obligations of each respective SHOP venture primarily include approximately $259.4 million of real estate properties, net, $5.0 million of cash and cash equivalents, $2.7 million of prepaid expenses and other, and $0.4 million of accounts receivable, net. Liabilities of the consolidated SHOP ventures for which creditors do not have recourse to the general credit of the Company are not material. Reference Notes 5 and 10 for further discussion of these ventures.

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We also consolidate two real estate partnerships formed with our partners, Discovery Senior Housing Investor XXIV, LLC, a related party of Discovery, and LCS Timber Ridge LLC (“LCS”), to invest in senior housing facilities. We consider both partnerships to be VIEs, as either the members, as a group, lack the characteristics of a controlling financial interest or the total equity at risk is insufficient to finance activities without additional subordinated financial support. NHI directs the activities that most significantly impact economic performance of these ventures, subject to limited protective rights extended to our partners for specified business decisions. Because of our control of these partnerships, we include their assets, liabilities, noncontrolling interests and operations in our condensed consolidated financial statements.

We use the equity method of accounting when we own an interest in an entity whereby we can exert significant influence over but cannot control the entity’s operations. We discontinue equity method accounting if our investment in an entity (and net advances) is reduced to zero unless we have guaranteed obligations of the entity or are otherwise committed to provide further financial support for the entity. Reference Note 6 for further discussion of our equity method investment.

We structured our Timber Ridge OpCo, LLC (“Timber Ridge OpCo”) investment to be compliant with the provisions of the REIT Investment Diversification Empowerment Act of 2007 which permits us to receive rent payments through a triple-net lease between a property company and an operating company and allows us to receive distributions from the operating company to a taxable REIT subsidiary (“TRS”). Our TRS holds our equity interests in unconsolidated operating companies thus providing an organizational structure that allows the TRS to engage in a broad range of activities and share in revenues that are otherwise non-qualifying income under the REIT gross income tests.

At March 31, ~~2022,~~2023, we held interests in 10nine unconsolidated VIEs, and, because we lack either directly or through related parties the power to direct the activities that most significantly impact their economic performance, we have concluded that the Company is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at either amortized cost or net realizable value for straight-line rent receivables, excluding our investment accounted for under the equity ~~method discussed in Note 5.~~method.

The Company’s unconsolidated VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below ($ in thousands).


Date	Name	Source of Exposure	Carrying Amount		Maximum Exposure to Loss		Note Reference
2014	Senior Living Communities	Notes and straight-line receivable	$	91,523	$	94,023	Notes 3, 4
2016	Senior Living Management	Notes	$	24,500	$	24,500	—
2018	Bickford Senior Living	Notes and funding commitment	$	17,156	$	30,125	Notes 3, 4
2019	Encore Senior Living	Various1	$	44,780	$	55,726	Notes 3, 4
2020	Timber Ridge OpCo	Various2	$	3,287	$	8,287	Notes 6, 7
2020	Watermark Retirement	Notes and straight-line receivable	$	7,580	$	11,104	—
2021	Montecito Medical Real Estate	Notes and funding commitment	$	20,383	$	50,128	Note 4
2021	Vizion Health	Notes and straight-line receivable	$	19,330	$	21,330	—
2021	Navion Senior Solutions	Various3	$	9,351	$	13,926	—

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Date Name Source of Exposure Carrying Amount Maximum Exposure to Loss Note Reference
2012 Bickford Senior Living
Various1
$ 68,446 $ 85,434 Notes 3, 4
2014 Senior Living Communities Notes and straight-line receivable $ 88,448 $ 94,107 Notes 3, 4
2016 Senior Living Management Notes and straight-line receivable $ 26,480 $ 26,480 —
2018 Sagewood, LCS affiliate Notes $ 110,762 $ 110,762 —
2019 Encore Senior Living Notes and straight-line receivable $ 34,245 $ 62,735 Note 4
2020 Timber Ridge OpCo, LLC
Various2
$ (5,000) $ 5,000 Note 5
2020 Watermark Retirement Notes and straight-line receivable $ 8,528 $ 10,306 —
2021 Montecito Medical Real Estate Notes and funding commitment $ 15,754 $ 50,000 Note 4
2021 Vizion Health Notes and straight-line receivable $ 20,231 $ 22,564 —
2021 Navion Senior Solutions Notes and straight-line receivable $ 6,834 $ 13,834 —

1 Notes, straight-line rent receivables, and lease receivables

2 Loan commitment, equity method investment, straight-line rent receivables and unamortized lease incentive

3 Notes, loan commitments, straight-line rent receivables, and unamortized lease ~~incentives~~incentive

2 ~~Loan commitment, equity method investment and straight-line rent receivables~~

We are not obligated to provide support beyond our stated commitments to these tenants and borrowers whom we classify as VIEs, and accordingly, our maximum exposure to loss as a result of these relationships is limited to the amount of our commitments, as shown above and discussed in the notes. Economic loss on a lease, in excess of what is presented in the table above, if any, would be limited to that resulting from any period of ~~arrearage and~~ non-payment of ~~monthly~~ rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease to a new tenant. The potential extent of such loss would be dependent upon individual facts and circumstances, and is therefore not included in the table above.

In the future, NHI may be deemed the primary beneficiary of the operations if the tenants or borrowers do not have adequate liquidity to accept the risks and rewards as the tenant and operator of the properties and might be required to consolidate the financial position and results of operations of the tenants or borrowers into our condensed consolidated financial statements.

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Noncontrolling Interests

Contingently redeemable noncontrolling interests are recorded at their initial carrying amounts upon issuance and are subsequently adjusted to reflect their share of gains or losses and distributions attributable to the noncontrolling interests. In periods where they are or will become probable of redemption, an adjustment to the redemption value of the noncontrolling interests is also recognized through “Capital in excess of par value” on the Company’s Consolidated Balance Sheets and included in our computation of earnings per share. As of March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10.

We consolidate ~~two~~the real estate partnerships formed with ~~our partners,~~ Discovery ~~Senior Housing Investor XXIV, LLC (“Discovery”)~~in June 2019 and LCS ~~Timber Ridge LLC (“LCS”), to~~in January 2020, both of which invest in senior housing facilities. AsThe noncontrolling interests associated with these two consolidated real estate partnerships and our Discovery member SHOP venture were classified in equity as of ~~and for the three months ended~~ March 31, ~~2022 and 2021, our noncontrolling interests relate to these partnerships with Discovery and LCS.~~

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of all highly liquid investments with an original maturity of three months or less. Restricted cash includes amounts required to be held on deposit or subject to an agreement (e.g., with a qualified intermediary subject to an Internal Revenue Code ~~§1031~~Section 1031 exchange agreement or in accordance with agency agreements governing our mortgages).

The following table sets forth our “Cash and cash equivalents and restricted cash” reported within the Company’s Condensed Consolidated Statements of Cash Flows (($ in ~~thousands)~~thousands):


		March 31, 2022		March 31, 2021			March 31, 2023		March 31, 2022
Beginning of period:						Beginning of period:
Cash and cash equivalents	Cash and cash equivalents	$	36,121	$	113,375	Cash and cash equivalents	$	19,291	$	37,412
Restricted cash (included in Other assets)		3,807		2,853
		$	39,928	$	116,228
Restricted cash (included in Other assets, net)						Restricted cash (included in Other assets, net)	2,225		2,073
Cash, cash equivalents, and restricted cash						Cash, cash equivalents, and restricted cash	$	21,516	$	39,485
End of period:						End of period:
Cash and cash equivalents						Cash and cash equivalents	$	13,875	$	36,121
Restricted cash (included in Other assets, net)						Restricted cash (included in Other assets, net)	1,652		3,807
Cash, cash equivalents, and restricted cash						Cash, cash equivalents, and restricted cash	$	15,527	$	39,928

Concentration of Credit Risks

Our credit risks primarily relate to cash and cash equivalents and investments in mortgage and other notes receivable. Cash and cash equivalents are primarily held in bank accounts and overnight investments. We maintain our bank deposit accounts with large financial institutions in amounts that may exceed federally insured limits. We have not experienced any losses in such accounts. Our mortgages and other notes receivable consist primarily of secured loans on facilities.

Our financial instruments, principally our investments in notes receivable, are subject to the possibility of loss of the carrying values as a result of the failure of other parties to perform according to their contractual obligations which may make the instruments less valuable. We obtain collateral in the form of mortgage liens and other protective rights for notes receivable and continually monitor these rights in order to reduce such possibilities of loss. We evaluate the need to provide for reserves for potential losses on our financial instruments based on management’s periodic review of our portfolio on an instrument-by-instrument basis.

Assets Held for Sale

We consider properties to be assets held for sale when (1) management commits to a plan to sell the property; (2) it is unlikely that the disposal plan will be significantly modified or discontinued; (3) the property is available for immediate sale in its present condition; (4) actions required to complete the sale of the property have been initiated; (5) sale of the property is probable and we anticipate the completed sale will occur within one year; and (6) the property is actively being marketed for sale at a price that is

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reasonable given our estimate of current market value. Upon designation of a property as an asset held for sale, we record the property’s value at the lower of its carrying value or its estimated fair value, less estimated transaction costs. Depreciation and amortization of the property are discontinued. If a property subsequently no longer meets the criteria to be classified as held for

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sale, it is reclassified as held and used and measured at the lower of i) its original carrying amount before the asset was classified as held for sale, adjusted for any depreciation expense not recognized while it was classified as held for sale, and ii) its fair value.

~~Real Estate Investment~~ Impairment of Long-Lived Assets

We evaluate the recoverability of the carrying amount of our ~~real estate properties on a property-by-property basis. We review our properties for recoverability~~long-lived assets when events or circumstances, including significant physical changes, ~~in the property,~~ significant adverse changes in general economic conditions ~~and~~or significant deterioration of the underlying cash flows of the ~~property,~~long-lived assets, indicate that the carrying amount of the ~~property~~long-lived assets may not be recoverable. The need to recognize an impairment charge is based on estimated undiscounted future cash flows ~~from a property~~ compared to the carrying ~~amount of that property.~~amount. If recognition of an impairment charge is necessary, it is measured as the amount by which the carrying amount of the property exceeds the estimated fair value of the ~~property.~~long-lived asset.

During the three months ended March 31, 2023 and 2022, we recognized impairment charges of approximately $0.3 million and $24.6 million, respectively, included in “Loan and realty (gains) losses ~~(gains)~~” in our Condensed Consolidated ~~Statement~~Statements of Income. Reference Note 3 for more discussion.

~~Rental Income~~Revenue Recognition

Rental Income - Our leases generally provide for rent escalators throughout the term of the lease. Base rental income is recognized using the straight-line method over the term of the lease to the extent that lease payments are considered collectible and the lease provides for specific contractual escalators. Under certain leases, we receive additional contingent rent, which is calculated on the increase in revenues of the tenant over a base year or base quarter. We recognize contingent rent annually or quarterly based on the actual revenues of the tenant once the target threshold has been achieved. Lease payments that depend on a factor directly related to future use of the property, such as an increase in annual revenues over a base year, are considered to be contingent rentals and are excluded from the schedule of minimum lease payments.

The Company reviews its operating lease receivables for ~~collectibility~~collectability on a regular basis, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in which the tenant operates and economic conditions in the area where the property is located. In the event that ~~collectibility~~collectability with respect to any tenant is not probable, a direct write-off of the receivable is made as an adjustment to rental income and any future rental revenue is recognized only when the tenant makes a rental payment.

~~Accounting~~As of March 31, 2023, we had three tenants, including Bickford Senior Living (“Bickford”) on the cash basis of revenue recognition for ~~Lease Modifications related to the Coronavirus Pandemic~~their lease arrangements. Reference Note 3 for further discussion.

~~In April 2020,~~Resident Fees and Services - Resident fee revenue associated with our SHOP activities is recognized as the ~~FASB issued~~related performance obligations are satisfied and includes resident room charges, community fees and other resident charges.

Residency agreements are generally short term (30 days to one year), and entitle the resident to certain room and care services for a ~~question-and-answer document (the “Lease Modification Q&A”) focused on~~monthly fee billed in advance. Revenue for certain related services is billed monthly in arrears. The Company has elected the application of lease accounting guidance to lease concessions provided as a result of the coronavirus (“COVID-19”) pandemic. The Lease Modification Q&A clarifies that entities may elect not to evaluate whether lease-related relief provided to mitigate the economic effects of the COVID-19 pandemic is a lease modification underlessor practical expedient within Accounting ~~Standard~~Standards Codification (“ASC”) 842, Leases, ~~(“ASC 842”). Instead, an entity that elects~~ not to ~~evaluate whether a concession directly related~~separate the lease and nonlease components within our resident agreements as the timing and pattern of transfer to the ~~COVID-19 pandemic, which does not substantially increase either its rights as lessor or~~resident are the ~~obligations of~~same. The Company has determined that the ~~tenant,~~nonlease component is ~~a lease modification can decide whether or not to apply~~ the ~~modification guidance. An entity should apply~~predominant component within the ~~election consistently to leases with similar characteristics~~contract and ~~similar circumstances. We have elected not to apply the modification guidance~~will recognize revenue under ASC 842 and have accounted for qualified rent concessions as variable lease payments when applicable, and recorded as rental income when received. During the three months ended March 31, 2022, we provided $7.8 million lease concessions directly related to the COVID-19 pandemic, as discussed in more detail in Note 7.

~~Note 3. Real Estate Properties and Investments~~

~~Asset Dispositions~~606, Revenue Recognition from Contracts with Customers.

~~During~~Interest Incomefrom Mortgage and Other Notes Receivable

Interest income is recognized based on the ~~three months ended~~interest rates and principal amounts outstanding on the notes receivable. We identify a mortgage loan as non-performing if a required payment is not received within 30 days of the date it is due and a borrower’s current financial condition indicates a probability it cannot pay its current contractual amounts. A non-performing loan is returned to accrual status at such time as the loan becomes contractually current and management believes all future principal and interest will be received according to the contractual loan terms. As of March 31, ~~2022,~~2023, we ~~completed the following real estate dispositions~~have a mortgage note receivable and a mezzanine loan totaling an aggregate of $24.5 million with affiliates of one operator/borrower designated as ~~described below ($ in thousands~~):

Operator Date Properties Asset Class Net Proceeds Net Real Estate Investment Gain
Hospital Corporation of America Q1 2022 1 MOB $ 4,868 $ 1,904 $ 2,964
Vitality Senior Living1
Q1 2022 1 SLC 8,302 8,285 17
$ 13,170 $ 10,189 $ 2,981
non-performing.

1 ~~Prior impairment charges recognized on this property of $10.9 million.~~

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~~Hospital Corporation~~Income Taxes

We intend at all times to qualify as a REIT under Sections 856 through 860 of ~~America~~the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”). Accordingly, we will generally not be subject to U.S. federal income tax, provided that we continue to qualify as a REIT and make distributions to stockholders equal to or in excess of 90% our taxable income. Certain activities that we undertake may be conducted by entities that have elected to be treated as TRSs. TRSs are subject to federal, state, and local income taxes. Accordingly, a provision for income taxes has been made in the condensed consolidated financial statements. A failure to qualify under the applicable REIT qualification rules and regulations would have a material adverse impact on our financial position, results of operations and cash flows.

Segments

We operate our business through two reportable segments: Real Estate Investments and SHOP. In our Real Estate Investments segment, we invest in (i) senior housing and healthcare real estate and lease those properties to healthcare operating companies under primarily triple-net leases that obligate tenants to pay all property-related expenses and (ii) mortgage and other notes receivable throughout the United States. Our SHOP segment is comprised of the operations of 15 ILFs located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. Reference Notes 5 and 15 for additional information.

Reclassifications

In prior years, the Company presented "Cumulative dividends in excess of net income" as a single line item on the Consolidated Balance Sheets and Consolidated Statements of Equity. Beginning January 1, 2023, the Company separated this line item into two components, "Retained earnings" and "Cumulative dividends," and reclassified prior year information to conform to the current period presentation.

Note 3. Investment Activity

Asset Acquisitions

Since January 1, 2023, we have completed the following real estate investments ($ in thousands):


Operator	Date	Properties	Asset Class	Land		Building and Improvements		Total
Silverado Senior Living	Q1 2023	2	ALF	$	3,894	$	33,599	$	37,493
Bickford	Q1 2023	1	ALF	1,746		15,542		17,288
				$	5,640	$	49,141	$	54,781

In ~~January 2022,~~February 2023, we ~~sold a medical office building located in Texas~~acquired two memory care communities operated by Silverado Senior Living for approximately ~~$5.1~~$37.5 million. The newly developed properties opened in 2022 and include a 60-unit community in Summerlin, Nevada and a 60-unit community in Frederick, Maryland. They are leased pursuant to 20-year leases with a first-year lease rate of 7.5% and annual escalators of 2.0%.

In February 2023, we also acquired a 64-unit assisted living and memory care community in Chesapeake, Virginia from Bickford. The acquisition price was $17.3 million, including the satisfaction of an outstanding construction note receivable of $14.2 million including interest, cash consideration of $0.5 million and approximately $0.1 million in ~~cash consideration, and incurred $0.3~~closing costs. The acquisition price also included a reduction of $2.5 million in Bickford’s outstanding pandemic-related deferrals that has been recognized in “Rental income.” We added the community to an existing master lease with Bickford at an initial rate of transaction costs, resulting in a gain of approximately $3.0 million. The property was classified as assets held for sale on the Condensed Consolidated Balance Sheet as of December 31, 2021. Revenue for the property was insignificant for both8.0%.

Asset Dispositions

During the three months ended March 31, ~~2022 and 2021.~~2023, we completed the following dispositions of real estate properties within our Real Estate Investments portfolio as described below ($ in thousands):

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Operator	Date	Properties1	Asset Class	Net Proceeds		Net Real Estate Investment		Gain		Impairment2
BAKA Enterprises, LLC3	Q1 2023	1	ALF	$	7,478	$	7,505	$	—	$	(27)
Bickford Senior Living	Q1 2023	1	ALF	2,553		1,421		1,132		—
				$	10,031	$	8,926	$	1,132	$	(27)

~~Vitality Senior Living~~

In March 2022, we sold a senior living community located in Tennessee for approximately $8.6 million in cash consideration, and incurred $0.3 million of transaction costs, resulting in a minimal gain. The property wasAssets were previously classified as ~~assets~~“Assets held for sale on” in the Consolidated Balance Sheet at December 31, 2022.

2 Impairments are included in “Loan and realty (gains) losses” in the Condensed Consolidated ~~Balance Sheet as~~Statement of ~~December 31, 2021. Prior impairment charges recognized on this property totaled $10.9 million. Revenue~~Income for ~~the property was insignificant for both~~ the three months ended March 31, ~~2022 and 2021.~~2023.

3 Total impairment charges previously recognized on this property were $7.8 million.

Assets Held for Sale and ~~Impairment of Real Estate~~Long-Lived Assets

AtThe following is a summary of our assets held for sale ($ in thousands):


	As of	As of
	March 31, 2023	December 31, 2022
Number of properties	10	13
Real estate, net	$26,670	$43,302

Rental income associated with assets held for sale totaled $1.5 million and $1.0 million for the three months ended March 31, 2023 and 2022, 20respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of ~~$132.0~~$12.3 million, were ~~classified~~reclassified as ~~assets~~ held for sale on our Condensed Consolidated Balance Sheet, including 12 properties that were classified as assets held for sale during the first quarter of 2022. Rental income associated with the 20 properties was $3.1 million and $3.7 million foruse.

During the three months ended March 31, ~~2022 and 2021, respectively.~~

~~During the first quarter of 2022,~~2023, we recorded impairment charges of ~~$24.6 million, including $15.3~~approximately $0.3 million on ~~1 property~~three properties which were sold or classified as held ~~in use.~~for sale related to our Real Estate Investments portfolio. The impairment charges are included in “Loan and realty (gains) losses ~~(gains)~~” in the Condensed Consolidated ~~Statement~~Statements of Income.

We ~~reduced~~reduce the carrying value of ~~the~~ impaired ~~property~~properties to ~~its~~their estimated fair value or, with respect to the properties classified as held for sale, to estimated fair value less costs to sell. To estimate the fair values of the properties, we utilized a market approach which considered binding agreements for sales (Level 1 inputs), non-binding offers to purchase from unrelated third parties and/or broker quotes of estimated values (Level 3 inputs), and/or independent third-party valuations (Level 1 and 3 inputs).

Second Quarter ~~2022~~2023 Dispositions

~~Holiday Retirement~~

~~In April 2022,~~During the second quarter of 2023, we sold ~~an independent living facility~~three ALFs located in ~~Washington~~Oregon in two transactions for approximately ~~$3.2~~$5.7 million in cash consideration, ~~and incurred $0.3 million~~net of transaction costs ~~resulting~~and $0.6 million of seller financing on one of the transactions. The properties were classified in ~~a minimal loss. The property was classified as~~ assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, ~~2022.~~2023 with an aggregate book value of $5.9 million. Prior impairment charges recognized on ~~this property totaled $0.9 million.~~

~~Chancellor Senior Living~~

In April 2022, we sold two assisted living facilities located in Texas for approximately $7.8 million in cash consideration, and incurred $0.5 million of transaction costs, resulting in a minimal gain. The properties were classified as assets held for sale on the ~~Condensed Consolidated Balance Sheet as of March 31, 2022. Prior impairment charges recognized on these~~ properties totaled ~~$7.6~~$3.7 million.

Tenant Concentration

The following table contains information regarding ~~tenant~~ concentration in our Real Estate Investments portfolio ~~excluding $2.6 million~~ for ~~our corporate office and a credit loss reserve balance of $5.1 million, based on the percentage of revenues for the three months ended March 31, 2022 and 2021, related to~~ tenants or affiliates of tenants, that exceed 10% of total ~~revenue~~revenues for the three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $339.1 million in assets for the SHOP segment ($ in thousands):

1213

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		as of March 31, 2022					Revenues1							as of March 31, 2023					Revenues1
		Asset	Real		Notes		Three Months Ended March 31,							Asset	Gross Real		Notes		Three Months Ended March 31,
		Class	Estate2		Receivable		2022			2021				Class	Estate2		Receivable		2023			2022

Senior Living Communities		EFC	$	573,631	$	47,041	$	12,751	18%	$	12,723	16%
Holiday Retirement (“Holiday”)3		ILF	377,735		—		9,797		14%	10,185		13%
Senior Living Communities, LLC (“Senior Living”)													Senior Living Communities, LLC (“Senior Living”)	EFC	$	573,631	$	50,200	$	12,833	16%	$	12,751	18%
National HealthCare Corporation (“NHC”)	National HealthCare Corporation (“NHC”)	SNF	171,530		—		9,189		13%	9,452		12%	National HealthCare Corporation (“NHC”)	SNF	133,770		—		9,807		12%	9,189		13%
Bickford Senior Living		ALF	476,372		42,912		7,038		10%	10,207		13%
Bickford													Bickford	ALF	430,217		16,921		11,162		14%	7,038		10%
Holiday Retirement3													Holiday Retirement3	ILF	—		—		N/A		N/A	9,797		14%
All others, net	All others, net	Various	1,386,865		231,571		29,514		41%	36,157		44%	All others, net	Various	1,311,316		167,785		34,267		41%	29,514		41%
Escrow funds received from tenants	Escrow funds received from tenants												Escrow funds received from tenants
for property operating expenses	for property operating expenses	Various	—		—		3,038		4%	2,161		2%	for property operating expenses	Various	—		—		2,619		3%	3,038		4%
			$	2,986,133	$	321,524	$	71,327		$	80,885				$	2,448,934	$	234,906	70,688			71,327
Resident fees and services4													Resident fees and services4						11,700		14%	N/A		—%
																			$	82,388		$	71,327

1 Includes interest income on notes receivable and rental income from properties classified as held for sale.

2 Amounts include any properties classified as held for sale.

3Revenues include ~~an $8.8 million~~a lease deposit recognized as rental income in the three months ended March 31, 2022.

4 There is no tenant concentration in resident fees and services because these agreements are with individual residents.

At March 31, ~~2022,~~2023, the 2two states in which we had an investment concentration of 10% or more were South Carolina ~~(12.1%~~(11.8%) and Texas ~~(10.7%~~(10.5%).

Senior Living ~~Communities~~

As of March 31, ~~2022,~~2023, we leased 10ten retirement communities to Senior ~~Living Communities, LLC (“Senior Living”).~~Living. We recognized straight-line rent revenue of ~~$0.1~~$(0.3) million and ~~$0.5~~$0.1 million from Senior Living for the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, respectively.

~~Holiday~~

As of March 31, 2022, we leased 15 independent living facilities and 1 assisted living facility, excluding 1 property classified as assets held for sale, to a Welltower-controlled subsidiary. We received no rent due under the master lease for these facilities since the Welltower-controlled subsidiary became the tenant on July 30, 2021. Accordingly, we placed the tenant on cash basis in the third quarter of 2021 and filed suit against Welltower, Inc. and certain subsidiaries for default under the master lease. During the first quarter of 2022, we recognized the remaining $8.8 million lease deposit that was applied to outstanding, past-due rent and approximately $1.0 million of deferred income as rental income. Reference Note 7 for more discussion of the litigation and its subsequent settlement.

~~Holiday Transition~~

On April 1, 2022, we disposed of 1 property classified in assets held for sale as discussed above and transitioned to an existing operator 1 assisted living community in Florida that was added to the in-place master lease. In addition, we transitioned the remaining 15 independent living facilities into 2 separate joint ventures that own the underlying independent living operations and in which NHI has majority interests. These joint ventures are structured to comply with REIT requirements and to utilize the Taxable REIT Subsidiary (“TRS”) for activities that would otherwise be non-qualifying for REIT purposes. These communities are operated by two third-party property managers in exchange for the receipt of a management fee. The third-party managers, or related affiliates of the managers, own equity interests in the respective ventures.

NHC Percentage Rent

Under the terms of our ~~2 leases~~lease with NHC, rent escalates by 4% of the increase, if any, in each of the facility’s revenue over a base year and is referred to as percentage rent. The following table summarizes the percentage rent income from NHC ($ in thousands):


	Three Months Ended March 31,
		2023		2022
Current year		$	965	$	843
Prior year final certification1		630		(206)
Total percentage rent income		$	1,595	$	637

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Three Months Ended March 31,
2022 2021
Current year $ 843 $ 920
Prior year final certification1
(206) (5)
Total percentage rent income $ 637 $ 915

1 For purposes of the percentage rent calculation described in the master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year.

~~NaN~~Two of our board members, including our chairman, are also members of NHC’s board of directors.

Bickford Senior Living

As of March 31, ~~2022,~~2023, we leased 3739 facilities ~~excluding 4 facilities classified as assets held for sale,~~ under 4four leases to ~~Bickford Senior Living (“Bickford”). Bickford’s revenues reflect the impact of rent concessions of approximately $5.5 million and $3.8 million for~~Bickford. During the three months ended March 31, ~~2022 and 2021, respectively.~~

~~In March 2022,~~2023, we ~~transferred 1 assisted living facility located in Pennsylvania from the Bickford portfolio~~did not provide any lease concessions to a new operator that is leased pursuant to a four-year triple net lease and wrote off approximately $0.7 million in a straight-line rent receivable, reducing rental income. We recognized straight-line rent revenue of $0.5 million, excluding the write off associated with the transferred property, and $0.6 millionBickford. Revenues from Bickford for the three months ended March 31, 2022, ~~and 2021, respectively.~~reflect the impact of pandemic-related rent concessions of approximately $5.5 million.

~~Lease Restructure~~

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During the first quarter of 2023, Bickford repaid $0.2 million of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million in connection with the acquisition of the ALF located in Chesapeake, Virginia. As of March 31, 2023, Bickford’s outstanding pandemic-related deferrals were $20.1 million.

Effective April 1, 2022, Bickford’s 4 master lease agreements were restructured and amended. Rent for the portfolio, excluding properties classified as held for sale, will be approximately $28.0 million per year through April 1, 2024, at which time the rent will be reset to a fair market value, not less than 8.0% of our initial gross investment.Cash Basis Operators

~~NaN~~We placed Bickford on cash basis of revenue recognition during the second quarter of 2022, based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. Cash rent received from Bickford for the three months ended March 31, 2023 was $7.8 million, which excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals in connection with the acquisition of the ~~master lease agreements covering 12 properties~~ALF located in Chesapeake, Virginia discussed above.

We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with ~~an original maturity in 2023 has been extended to 2028. The remaining leases with maturity dates in 2031 and 2033 have been extended~~these tenants totaled $4.0 million for ~~two years to 2033 and 2035, respectively.~~the three months ended March 31, 2023.

Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At March 31, ~~2022,~~2023, we had tenant purchase options on 10three properties with an aggregate net investment of ~~$89.5~~$59.7 million that will become exercisable between ~~2025~~2027 and 2028. Rental income from these properties with tenant purchase options was ~~$2.6~~$1.8 million and ~~$2.7~~$1.7 million for ~~three months ended March 31, 2022 and 2021, respectively.~~

In June 2021, we received notification of a tenant’s intention to acquire, pursuant to a purchase option, a hospital located in California that has been included in assets held for sale. The purchase option calls for a minimum purchase price of $15.0 million with any appreciation above $15.0 million to be split evenly between the parties. The net investment at March 31, 2022 was $10.5 million. Rental income was $0.5 million for both the three months ended March 31, 2023 and 2022, ~~and 2021. The transaction will close no earlier than one year after the receipt of the notice of exercise.~~respectively.

We cannot reasonably estimate at this time the probability that any ~~other~~ purchase options will be exercised in the future. Consideration to be received from the exercise of any tenant purchase option is expected to exceed our net investment in the leased property or properties.

Future Minimum Base Rent

Future minimum lease payments to be received by us under our operating leases at March 31, ~~2022,~~2023, are as follows ($ in thousands):

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Remainder of 2022		$	202,424
2023		264,680
Remainder of 2023				Remainder of 2023	$	171,434
2024	2024	262,476		2024	239,886
2025	2025	264,729		2025	243,414
2026	2026	268,834		2026	250,071
2027	2027	232,226		2027	208,445
2028				2028	202,028
Thereafter	Thereafter	988,105		Thereafter	663,295
		$	2,483,474		$	1,978,573

Variable Lease Payments

Most of our existing leases contain annual escalators in rent payments. ~~For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease where the lease contains fixed escalators.~~ Some of our leases contain escalators that are determined annually based on a variable index or other ~~factor~~factors that isare indeterminable at the inception of the lease. The table below indicates the revenue recognized as a result of fixed and variable lease escalators ($ in thousands):

Three Months Ended
March 31,
2022 2021
Lease payments based on fixed escalators, net of deferrals $ 59,508 $ 67,281
Lease payments based on variable escalators 1,186 1,326
Straight-line rent income 1,079 4,241
Escrow funds received from tenants for property operating expenses 3,038 2,161
Amortization of lease incentives (252) (260)
Rental income $ 64,559 $ 74,749

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	Three Months Ended
	March 31,
	2023		2022
Lease payments based on fixed escalators, net of deferrals	$	58,937	$	59,508
Lease payments based on variable escalators	1,945		1,186
Straight-line rent income, net of write-offs	2,097		1,079
Escrow funds received from tenants for property operating expenses	2,619		3,038
Amortization of lease incentives	(299)		(252)
Rental income	$	65,299	$	64,559

Note 4. Mortgage and Other Notes Receivable

At March 31, ~~2022,~~2023, our investments in mortgage notes receivable totaled ~~$239.7~~$150.8 million secured by real estate and other assets of the ~~borrower~~borrowers (e.g., ~~UCC~~Uniform Commercial Code liens on personal property) related to 1514 facilities and in other notes receivable totaled ~~$81.8~~$84.1 million, substantially all of which are guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. These balances exclude a credit loss reserve of ~~$5.1~~$15.0 million at March 31, 2023. We have a mortgage note receivable of $10.0 million and a mezzanine loan of $14.5 million with affiliates of one operator/borrower designated as non-performing at March 31, 2023 and December 31, 2022. This operator/borrower is also one of the tenants converted to cash basis of accounting. Interest income recognized, representing cash received, from these non-performing loans was $0.4 million for both the three months ended March 31, 2023 and 2022. All ~~our notes~~other loans were on full accrual basis at March 31, ~~2022.~~

~~Mortgage~~2023 and ~~Other Notes Receivable~~

~~Encore Senior Living~~

In January 2022, we entered into an agreement to fund a $28.5 million development loan with Encore Senior Living to construct a 108-unit assisted living and memory care community in Fitchburg, Wisconsin. The four-year loan agreement has an annual interest rate of 8.5% and 2 one-year extensions. We have a purchase option on the property once it has stabilized. The total amount funded on the note was $4.2 million as of MarchDecember 31, 2022.

Montecito Medical Real Estate

~~At March 31, 2022, we had an outstanding~~We have a $50.0 million mezzanine loan and security agreement with Montecito Medical Real Estate for a fund that invests in medical real estate, including medical office buildings, throughout the United States. ~~During~~As of March 31, 2023, we have funded $20.3 million of our commitment that was used to acquire nine medical office buildings for a combined purchase price of approximately $86.7 million. For each of the ~~first~~three months ended March 31, 2023 and 2022, we received interest of $0.4 million.

The mezzanine loan and security agreement was modified in April 2022, so that the two real estate investments funded in the second quarter of 2022 ~~we funded $3.7 million on one real estate investment. Borrowings under the loan agreement bear~~accrue interest at an annual rate of ~~9.5%~~7.5% that is paid monthly in arrears and ~~accrue an additional 2.5%~~4.5% per year in interest to be paid upon certain future events including repayments, sales of fund investments, and ~~refinancings.~~refinancings (the “Deferred Interest”). Prior borrowings under the mezzanine loan and security agreement bear interest at an annual rate of 9.5% and accrue an additional 2.5% in Deferred Interest. The Deferred Interest will be recognized as interest income upon receipt. Funds drawn in accordance with this agreement are required to be repaid on a per-investment basis five years from deployment of the funds for the applicable investment and includes 2two one-year extensions. ~~As of March 31, 2022, we have funded $15.8 million of our commitment that was used to acquire 7 medical office buildings for~~

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~~a combined purchase price of approximately $73.6 million. In the first quarter of 2022, we received principal and interest of $0.3 million and $0.4 million, respectively.~~

Bickford ~~construction~~Construction and ~~mortgage loans~~

As part of the June 2021 sale of 6 properties to Bickford, we executed a $13.0 million second mortgage as a component of the purchase price consideration. This second mortgage note receivable bears interest at a 10% annual rate and matures in April 2026. Interest income was $0.3 million for the three months ended March 31, 2022.

Given the size of the Company financing provided relative to the purchase price, its subordination to the first mortgage outstanding and the ongoing negative impact of the COVID-19 pandemic on Bickford’s operating results, we did not include this note receivable in the determination of the gain to be recognized upon sale of the portfolio. Therefore, this note receivable is not reflected in “Mortgage ~~and other notes receivable, net” in the Condensed Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021.~~Loans

As of March 31, ~~2022,~~2023, we had 2one fully funded construction ~~loans~~loan of ~~$28.7 million and 1 $14.2 million~~$14.7 million. The construction loan ~~with $10.3 million funded to Bickford. The construction loans are~~is secured by a first mortgage ~~liens~~lien on substantially all of the related real and personal property as well as a pledge of any and all leases or agreements which may grant a right of use to the property. Usual and customary covenants extend to the ~~agreements,~~agreement, including the borrower’s obligation for payment of insurance and taxes. NHI has a fair market value purchase option on the ~~properties at~~property upon stabilization of the underlying operations. On certain development projects, Bickford, as borrower, is entitled to up to $2.0 million per project in incentives based on the achievement of predetermined operational milestones and, if funded, will increase NHI's future purchase price and eventual NHI lease payment.

~~We also have a mortgage loan~~As part of ~~$4.0 million~~the June 2021 sale of six properties to Bickford, ~~due February 2025, bearing~~we executed a $13.0 million second mortgage as a component of the purchase price consideration. This second mortgage note receivable bears interest at ~~7%, that amortizes~~a 10% annual rate and matures in April 2026. Interest income was $0.3 million for both the three months ended March 31, 2023 and 2022. We did not include this note receivable in the determination of the gain recognized upon sale of the portfolio. Therefore, this note receivable is not reflected in “Mortgage and other notes receivable, net” in the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. During the three months ended March 31, 2023, Bickford repaid $0.1 million of principal on ~~a twenty-five-year basis.~~this note receivable which is reflected in “Gains on sale of real estate, net” in the Condensed Consolidated Statement of Income.

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Senior Living ~~Communities~~

We have provided a $20.0 million revolving line of credit to Senior Living ~~Communities (“Senior Living”)~~ whose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio, including building additional units. Beginning January 1, ~~2023,~~2025, availability under the revolver ~~reduces~~will reduce to $15.0 million. The revolver matures in December 2029 at the time of lease maturity. At March 31, ~~2022,~~2023, the ~~$14.3~~$17.5 million outstanding under the facility bears interest at ~~8.32%~~8.0% per ~~annum, the prevailing 10-year U.S. Treasury rate plus 6%.~~annum.

The Company also has a mortgage loan of $32.7 million with Senior Living that originated in July 2019 for the acquisition of a 248-unit continuing care retirement community (“CCRC”) in Columbia, South Carolina. The mortgage loan is for a term of five years with ~~2 one year~~two one-year extensions and carries an interest rate of 7.25%. Additionally, the loan conveys to NHI a purchase option at a stated minimum price of $38.3 million, subject to adjustment for market conditions.

Credit Loss Reserve

Our principal measures of credit quality, except for construction mortgages, are debt service coverage for amortizing loans and interest or fixed charge coverage for non-amortizing loans, collectively ~~(“Coverage”).~~referred to as “Coverage.” A Coverage ratio provides a measure of the borrower’s ability to make scheduled principal and interest payments. The Coverage ratios presented in the ~~following~~ table below have been calculated utilizing the most recent date for which data is available, December 31, ~~2021,~~2022, using EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) and the requisite debt service, interest service or fixed charges, as defined in the applicable loan agreement. We categorize Coverage into three levels: (i) more than 1.5x, (ii) between 1.0x and 1.5x, and (iii) less than 1.0x. We update the calculation of ~~coverage~~Coverage on a quarterly basis. Coverage is not a meaningful credit quality indicator for construction mortgages as either these developments are not generating any operating income, or they have insufficient operating income as occupancy levels necessary to stabilize the properties have not yet been achieved. We measure credit quality for these mortgages by considering the construction and stabilization timeline and the financial condition of the borrower as well as economic and market conditions. ~~As of March 31, 2022, we did not have any construction loans that we considered underperforming. The tables below present outstanding note balances as of March 31, 2022 at amortized cost.~~

We consider the guidance in ASC 310-20 when determining whether a modification, extension or renewal constitutes a current period origination. The credit quality indicator as of March 31, ~~2022,~~2023, is presented below for the amortized cost, net by year of origination of ($ in thousands):

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		2022		2021		2020		2019		2018		Prior		Total			2023		2022		2021		2020		2019		Prior		Total
Mortgages	Mortgages															Mortgages
more than 1.5x	more than 1.5x	$	3,991	$	—	$	29,929	$	9,024	$	139,462	$	4,257	$	186,663	more than 1.5x	$	—	$	59,779	$	—	$	22,249	$	32,700	$	2,746	$	117,474
between 1.0x and 1.5x	between 1.0x and 1.5x	—		—		—		32,700		—		—		32,700		between 1.0x and 1.5x	—		—		—		—		—		14,700		14,700
less than 1.0x	less than 1.0x	—		—		3,927		6,423		—		10,000		20,350		less than 1.0x	—		—		—		2,221		6,423		—		8,644

		3,991		—		33,856		48,147		139,462		14,257		239,713			—		59,779		—		24,470		39,123		17,446		140,818
Mezzanine	Mezzanine															Mezzanine
more than 1.5x	more than 1.5x	—		23,237		—		—		—		9,836		33,073		more than 1.5x	—		—		18,170		—		—		—		18,170
between 1.0x and 1.5x	between 1.0x and 1.5x	—		15,925		—		—		—		—		15,925		between 1.0x and 1.5x	—		—		23,960		—		—		—		23,960
less than 1.0x	less than 1.0x	—		—		—		—		—		14,500		14,500		less than 1.0x	—		—		—		—		—		8,482		8,482
No coverage available		—		—		—		750		—		—		750

																	—		—		42,130		—		—		8,482		50,612
Non-performing																Non-performing

less than 1.0x																less than 1.0x	—		—		—		—		—		24,500		24,500
		—		39,162		—		750		—		24,336		64,248			—		—		—		—		—		24,500		24,500
Revolver	Revolver															Revolver
more than 1.5x	more than 1.5x													—		more than 1.5x													1,476
between 1.0x and 1.5x	between 1.0x and 1.5x													17,563		between 1.0x and 1.5x													17,500
less than 1.0x														—
														17,563
										Credit loss reserve				(5,134)															18,976
														$	316,390										Credit loss reserve				(14,964)
																													$	219,942

Due to the ~~economic uncertainty created by the COVID-19 pandemic~~continuing challenges in financial markets and the potential impact on the collectability of our mortgages and other notes receivable, we forecasted ~~at the beginning of the pandemic~~ a 20% increase in the probability of a default and a 20% increase in the amount of loss from a default on all loans, other than those designated as non-performing, resulting in an effective adjustment of 44%. The methodology

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for estimating the reserves for non-performing loans incorporates current conditions and forecasts of future economic conditions of these loans, including qualitative factors, which may differ from conditions existing in the historical period.

The allowance for expected credit losses is presented in the following table for the three months ended March 31, ~~2022~~2023 ($ in thousands):


Beginning balance at January 1, ~~2022~~2023	$	~~5,210~~15,338
Provision for expected credit losses	~~(76)~~(374)


Balance at March 31, ~~2022~~2023	$	~~5,134~~14,964

Note 5. Senior Housing Operating Portfolio Formation Activities

Effective April 1, 2022 we transitioned the operations of 15 ILFs previously leased pursuant to a triple-net lease into two new ventures comprising our SHOP activities. These new ventures, consolidated by the Company, are structured to comply with REIT requirements and utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. The properties in each venture are operated by a property manager in exchange for a management fee. The equity structure of these ventures is comprised of 65% and 35% preferred and common equity interests, respectively. The Company owns 100% of the preferred equity interests in these ventures and an aggregate blended common equity interest of 89%. As of March 31, 2023, the annual fixed preferred return was approximately $10.2 million. Additionally, the managers, or related parties of the managers, own common equity interests in their respective ventures. Each venture is discussed in more detail below.

Merrill Managed Portfolio

We transferred six ILFs located in California and Washington into a consolidated venture with Merrill. Merrill contributed $10.6 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis.

The properties are managed by Merrill pursuant to a management agreement with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreement entitles Merrill to a base management fee of 5% of net revenue and a real estate services fee of 5% of real estate costs incurred during any calendar year that exceed $1,000 times the number of units at each facility. Given certain provisions of the operating agreement, including provisions related to a Company change in control, the noncontrolling interest associated with the venture was determined to be contingently redeemable, as discussed further in Note 10. At March 31, 2023, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10.

Discovery Managed Portfolio

We transferred nine ILFs located in Arkansas, Georgia, Ohio, Oklahoma, New Jersey, and South Carolina into a consolidated venture with the Discovery member, a related party of Discovery. The Discovery member contributed $1.1 million in cash for its common equity interest in the venture. The operating agreement includes contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The noncontrolling interest is included in “Equity” on the Condensed Consolidated Balance Sheet as of March 31, 2023 and December 31, 2022.

The properties are managed by separate related parties of Discovery pursuant to management agreements with an initial term through March 2032 that automatically renews on a year-to-year basis thereafter unless terminated by either party with notice. The management agreements entitle the managers to a base management fee of 5% of net revenue.

Note 5.6. Equity Method Investment

~~Our initial $0.9 million investment in the operating company, Timber Ridge OpCo, held by our TRS arose in conjunction~~Concurrently with the acquisition of a CCRC from LCS-Westminster Partnership III, LLP in January ~~2020. We structured our arrangement with our JV partner, LCS~~2020, we invested $0.9 million in the operating company, Timber Ridge ~~LLC,~~OpCo, representing a 25% equity interest. This investment is held by our TRS to be compliant with the provisions of the REIT Investment Diversification and Empowerment Act of 2007 (“RIDEA”). Accordingly, the TRS holds our 25% equity interest in Timber Ridge OpCo, which permits the TRS to engage in activities and share in cash flows that would otherwise be non-qualifying income under the REIT gross income test.2007. As part of our investment, we provided Timber Ridge OpCo a revolving credit facility of up to $5.0 million of which no funds have been drawn.

We account for our investment in Timber Ridge OpCo under the equity method since we are not the primary beneficiary of Timber Ridge OpCo as our participating rights do not give us the power to direct the activities that most significantly impact Timber Ridge OpCo’s economic performance. Under the equity method, weand decrease the carrying value of our investment for losses in the entity and distributions to NHI for cumulative amounts up to and including our basis plus any guaranteed or implied commitments to fund operations. In February 2023, we received $2.5 million from Timber Ridge Opco

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representing the Company’s proportionate share of the lease incentive earned, as discussed in Note 7, based on its equity interest in the entity. Our guaranteed and implied commitments are currently limited to the additional $5.0 million under the revolving credit ~~facility.~~facility and the $2.5 million lease incentive distribution received. As of March 31, ~~2022,~~2023, we have recognized our share of Timber Ridge OpCo’s operating losses in excess of our initial investment. These cumulative losses of $5.0 million in excess of our original basis and the $2.5 million lease incentive distribution received are included in “Accounts payable and accrued expenses” in our Condensed Consolidated Balance Sheet as of March 31, ~~2022.~~2023. Excess unrecognized equity method losses for both the three months ended March 31, 2023 and 2022 were ~~$0.7~~$0.6 million. Cumulative unrecognized losses were ~~$1.7~~$6.5 million through March 31, ~~2022.~~2023. We recognized ~~a gain~~gains of approximately $0.3 ~~million, representing cash distributions received, and a loss of approximately $0.8~~ million related to our investment in Timber Ridge OpCo for the three months ended March 31, ~~2022 and 2021, respectively.~~2022.

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The Timber Ridge property is subject to early resident mortgages secured by a Deed of Trust and Indenture of Trust (the “Deed and Indenture”). As part of our acquisition, NHI-LCS JV I, LLC (“Timber Ridge ~~PropCo~~PropCo”) acquired the Timber Ridge CCRC property and a subordination agreement was entered into pursuant to which the ~~Trustee~~trustee acknowledged and confirmed that the security interests created under the Deed and Indenture were subordinate to any security interests granted in connection with the loan made by NHI to Timber Ridge PropCo. In addition, by terms of the resident loan assumption agreement, during the term of the lease (seven years with two renewal options), Timber Ridge OpCo is to indemnify Timber Ridge PropCo for any repayment by Timber Ridge PropCo of these liabilities under the guarantee. As a result of the subordination and resident loan assumption agreements, ano liability ~~was not~~has been recorded ~~for the resident loan obligation upon acquisition and~~ as of March 31, ~~2022.~~2023. The balance secured by the Deed and Indenture was ~~$15.2~~$13.2 million at March 31, ~~2022.~~2023.

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Note 6.7. Other Assets

Other assets, net consist of the following ($in thousands):


	March 31, 2023		December 31, 2022
SHOP accounts receivable, net of allowance of $566 and $375, and other	$	1,212	$	1,341
Real estate investments accounts receivable and prepaid expenses	6,805		3,621
Lease incentive payments, net	12,891		3,190
Regulatory escrows	6,208		6,208
Restricted cash	1,652		2,225
	$	28,768	$	16,585

In February 2023, Timber Ridge PropCo, the consolidated senior housing partnership with LCS that owns the Timber Ridge CCRC, paid a $10.0 million lease incentive earned by Timber Ridge OpCo. The lease incentive is being amortized on a straight-line basis through the remaining initial lease term ending January 2027.

Note 8. Debt

Debt consists of the following ($ in thousands):


		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022
Revolving credit facility - unsecured	Revolving credit facility - unsecured	$	85,000	$	—	Revolving credit facility - unsecured	$	215,000	$	42,000
Bank term loans - unsecured		300,000		375,000
Senior notes - unsecured, net of discount of $2,841 and $2,921		397,159		397,079
Private placement term loans - unsecured		400,000		400,000
Bank term loan - unsecured						Bank term loan - unsecured	220,000		240,000
2031 Senior notes - unsecured, net of discount of $2,519 and $2,600						2031 Senior notes - unsecured, net of discount of $2,519 and $2,600	397,481		397,400
Private placement notes - unsecured						Private placement notes - unsecured	275,000		400,000
Fannie Mae term loans - secured, non-recourse	Fannie Mae term loans - secured, non-recourse	76,940		77,038		Fannie Mae term loans - secured, non-recourse	76,546		76,649

Unamortized loan costs	Unamortized loan costs	(10,055)		(6,234)		Unamortized loan costs	(8,013)		(8,538)
		$	1,249,044	$	1,242,883		$	1,176,014	$	1,147,511

Aggregate principal maturities of debt as of March 31, ~~2022~~2023 are as follows ($ in thousands):


Remainder of 2022		$	291
2023		475,408
Remainder of 2023				Remainder of 2023	$	270,305
2024	2024	75,425		2024	75,425
2025	2025	125,816		2025	125,816
2026	2026	85,000		2026	215,000
2027	2027	100,000		2027	100,000
2028				2028	—
Thereafter	Thereafter	400,000		Thereafter	400,000
		1,261,940			1,186,546
Less: discount	Less: discount	(2,841)		Less: discount	(2,519)
Less: unamortized loan costs	Less: unamortized loan costs	(10,055)		Less: unamortized loan costs	(8,013)
		$	1,249,044		$	1,176,014

Unsecured revolving credit facility and bank term ~~loans~~loan

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On March 31, 2022, we entered into a new unsecured revolving credit agreement (the “2022 Credit Agreement”) providing us with a $700.0 million unsecured revolving credit facility, replacing our previous $550.0 million unsecured revolver. The 2022 Credit Agreement matures in March 2026, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. Borrowings under the 2022 Credit Agreement bear interest, at our election, at ~~either~~one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (ii) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (iii) the base rate plus a margin ranging from —%0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the ~~Agent’s~~agent’s prime rate, (ii) the federal funds rate on such day plus 0.50% or (iii) the adjusted Term SOFR for a one-month tenor in effect on such day plus 1.0%.

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In addition, the 2022 Credit Agreement requires a facility fee equal to 0.125% to 0.30%, based on our rating. ~~We incurred $4.5 million of deferred costs in connection with the 2022 Credit Agreement which are included as a component of “Debt” on the Condensed Consolidated Balance Sheet as of March 31, 2022.~~

~~Concurrently with the execution of the 2022 Credit Agreement, we amended our $300.0~~We have a $220.0 million term loan, maturing in September 2023 (“~~2018~~2023 Term Loan”) ~~maturing in September 2023. The amendment modifies the existing~~whose covenants to align with provisions in the 2022 Credit Agreement and to accrue interest on ~~borrowing~~borrowings based on SOFR (plus a credit spread adjustment) ~~that were previously based on LIBOR, with no change to the existing applicable interest rate margins.~~. We may also elect for the ~~2018~~2023 Term Loan to accrue interest at a base rate plus the applicable margin.

In March 2022, we repaid a $75.0 million term loan maturing August 2022 with proceeds from the revolving credit facility. The term loan bore interest at a rate of 30-day LIBOR (with a 50 basis point floor) plus 185 basis points (“bps”), based on our current leverage ratios. Upon repayment, we expensed approximately $0.2 million of unamortized loan costs associated with this loan which is included in “~~Loss on early retirement of debt” in our Condensed Consolidated Statement of Income for~~ During the three months ended March 31, ~~2022.~~2023, we repaid $20.0 million of the 2023 Term Loan.

The revolving facility fee was 25 bps per annum ~~during the first quarter of 2022~~ and based on our current credit ratings, the facility ~~provided~~presently provides for floating interest on the ~~revolver~~revolving credit facility and the ~~term loans~~2023 Term Loan at SOFR CME Term Option ~~1 Month Loan~~one-month loan (plus a 10 bps spread adjustment) plus 105 ~~bps.~~bps and a blended 125 bps, respectively. At March 31, ~~2022,~~2023, the SOFR CME Term Option ~~one month~~one-month was 41480 bps.

At March 31, ~~2022,~~2023, we had ~~$615.0~~$485.0 million available to draw on the revolving portion of our credit facility, subject to usual and customary covenants. Among other stipulations, the unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. At March 31, ~~2022,~~2023, we were in compliance with these ratios.

Pinnacle Bank is a participating member of our banking group. A member of NHI’s Board of Directors and ~~chairman~~chairperson of ~~our audit committee~~the Audit Committee of the Board of Directors is also the chairman of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. NHI’s local banking transactions are conducted primarily through Pinnacle Bank.

2031 Senior Notes ~~2031~~

In January 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). ~~We used a portion~~The 2031 Senior Notes were sold at an issue price of 99.196% of face value before the underwriters’ discount. Our net proceeds from the 2031 Senior Notes offering, ~~to repay a $100.0 million term loan~~after deducting underwriting discounts and ~~recognized a loss on early retirement of debt of $0.5 million for the three months ended March 31, 2021, representing the unamortized loan costs expensed upon early repayment of the term loan.~~

expenses, were approximately $392.3 million. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of March 31, ~~2022,~~2023, we were in compliance with all affirmative and negative covenants, including financial covenants for our 2031 Senior Notes borrowings.

Private Placement Notes

In January 2023, we repaid the $125.0 million of the private placement ~~term loans~~notes due January 2023 primarily with proceeds from the revolving credit facility.

Our remaining unsecured private placement ~~term loans,~~notes as of March 31, 2023, payable interest-only, are summarized below ($ in thousands):


Amount	Amount	Inception	Maturity	Fixed Rate	Amount	Inception	Maturity	Fixed Rate
$	125,000	January 2015	January 2023	3.99%	50,000	November 2015	November 2023	3.99%
50,000		November 2015	November 2023	3.99%
75,000	75,000	September 2016	September 2024	3.93%	75,000	September 2016	September 2024	3.93%
50,000	50,000	November 2015	November 2025	4.33%	50,000	November 2015	November 2025	4.33%
100,000	100,000	January 2015	January 2027	4.51%	100,000	January 2015	January 2027	4.51%
$	400,000				275,000

Covenants pertaining to the private placement ~~term loans~~notes are generally conformed with those governing our credit facility, except for specific debt-coverage ratios ~~and net worth minimums~~ that are more restrictive. Our unsecured private placement ~~term loan agreements~~notes include a rate increase provision

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that is effective if any rating agency lowers our credit rating on our senior unsecured debt below investment grade and our compliance leverage increases to 50% or more.

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Fannie Mae ~~term loans~~Term Loans

As of March 31, ~~2022,~~2023, we had $60.1 million in Fannie Mae term-debt financing, ~~originating~~that originated in March 2015, ~~consisting of~~requiring interest-only payments at an annual rate of 3.79% ~~and~~with a 10-year maturity. The mortgages are non-recourse and secured by 11eleven properties leased to Bickford. In a December 2017 acquisition, we assumed additional Fannie Mae debt that amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, bears interest at a nominal rate of 4.6%, and has a remaining balance of ~~$16.8~~$16.4 million at March 31, ~~2022.~~2023. Collectively, these notes are secured by facilities having a net book value of ~~$106.9~~$103.5 million at March 31, ~~2022.~~2023.

Interest Expense ~~and Rate Swap Agreements~~

The following table summarizes interest expense ($ in thousands):

Three Months Ended
March 31,
2022 2021
Interest expense on debt at contractual rates $ 9,558 $ 10,452
Losses reclassified from accumulated other
comprehensive income into interest expense — 1,778
Capitalized interest (2) (16)
Amortization of debt issuance costs, debt discount and other 642 759
Total interest expense $ 10,198 $ 12,973

~~On December 31, 2021, our $400.0 million interest rate swap agreements matured that were in place to hedge against fluctuations in variable interest rates applicable to our bank loans.~~


	Three Months Ended
	March 31,
	2023		2022
Interest expense on debt at contractual rates	$	13,440	$	9,558
Capitalized interest	(19)		(2)
Amortization of debt issuance costs, debt discount and other	606		642
Total interest expense	$	14,027	$	10,198

Note 7.9. Commitments, Contingencies and Uncertainties

In the normal course of business, we enter into a variety of commitments, typically consisting of funding of revolving credit arrangements, construction and mezzanine loans to our operators to conduct expansions and acquisitions for their own account, and commitments for the funding of construction for expansion or renovation to our existing properties under lease. In our leasing operations, we offer to our tenants and to sellers of newly acquired properties a variety of inducements ~~which~~that originate contractually as contingencies but which may become commitments upon the satisfaction of the contingent event. Contingent payments earned will be included in the respective lease bases when funded.

As of March 31, ~~2022,~~2023, we had working capital, construction and mezzanine loan commitments to 7six operators or borrowers for ~~$274.5~~an aggregate of $145.4 million, of which we had funded ~~$187.9~~$93.7 million toward these commitments. As provided above, loans funded do not include the effects of discounts or commitment fees.

As of March 31, ~~2022,~~2023, we had ~~$31.3~~$23.2 million of development commitments for construction and renovation for 9seven properties of which we had funded ~~$23.9~~$17.1 million toward these commitments. In addition to these commitments, ~~Discovery~~we have agreed to pay up to $0.8 million in additional cash consideration pending the results of an ongoing property tax appeal related to a property acquired in the second quarter of 2022. As of March 31, 2023, no amount of this consideration is expected to be paid. One of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to ~~funding~~fund up to $2.0 million ~~for~~toward the purchase of condominium units located at one of the facilities of which $1.0 million had been ~~funded.~~funded as of March 31, 2023.

As of March 31, ~~2022,~~2023, we had ~~$33.9~~an aggregate of $15.9 million ofremaining contingent lease inducement commitments in 7six lease agreements which are generally based on the performance of facility operations and may or may not be met by the tenant. ~~At March 31, 2022, we had funded $1.5 million toward these commitments of which $1.0 million was funded during~~In the three months ended March 31, ~~2022.~~

~~As provided above, loans~~2023, we funded ~~do not include~~$10.0 million to Timber Ridge OpCo based upon the ~~effects~~achievement of ~~discounts or commitment fees.~~all performance conditions as discussed in Note 7.

The credit loss liability for unfunded loan commitments is estimated using the same methodology as for our funded mortgage and other notes receivable based on the estimated amount that we expect to fund. We applied the same ~~COVID-19 pandemic~~market adjustments as discussed in Note 4.

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The liability for expected credit losses on our unfunded loans is reflected in “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022 is presented in the following table for the three months ended March 31, 2023 ($ in thousands):

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Beginning balance January 1, 2023	$	683
Provision for expected credit losses	(382)
Balance at March 31, 2023	$	301

The disposal transactions for three Bickford properties in the second quarter of 2022 included $2.4 million in contingent consideration representing cash placed in escrow be returned to the buyers to the extent the sold properties generate negative monthly cash flows over the twelve months following from the dates of sale. As of March 31, 2023, all the escrowed funds were used to fund negative cash flows for the properties.

COVID-19 Pandemic Contingencies

Repayments and other reductions of rent deferrals recognized in “Rental income” during the three months ended March 31, 2023 were $2.8 million, including the $2.5 million reduction in pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed in Note 3. As of March 31, 2023, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately $30.1 million, net of cumulative repayments and other reductions of $6.5 million and excluding any interest accrued.

Rent concessions granted for the three months ended March 31, 2022 totaled approximately $7.8 million, of which Bickford accounted for approximately $5.5 million.

Note 10. Redeemable Noncontrolling Interest

The interest held by Merrill in its SHOP venture was classified as a “Redeemable noncontrolling interest” in the mezzanine section between “Total liabilities” and “Stockholders’ equity” on our Condensed Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022. Certain provisions within the operating agreement of the Merrill venture provide Merrill with put rights upon certain contingent events that are not solely within the control of the Company. Therefore, Merrill’s noncontrolling interest was determined to be contingently redeemable. The redeemable noncontrolling interest is not currently redeemable and we concluded a contingent redemption event is not probable to occur as of March 31, 2023. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingent event and the related redemption are probable to occur. We will continue to reflect the attribution of gains or losses to the redeemable noncontrolling interest each period.

The following table presents the change in “Redeemable noncontrolling interest” for the three months ended March 31, 2023 ($ in thousands):


	~~Beginning balance~~Three Months Ended
	March 31, 2023
Balance at January 1, ~~2022~~	$	~~955~~9,825
~~Provision for expected credit losses~~ Net loss	— (305)

Balance at March 31, ~~2022~~	$	~~955~~9,520

~~COVID-19 Pandemic Contingencies~~

Since the World Health Organization declared coronavirus disease 2019 a pandemic on March 11, 2020, the continually evolving pandemic has resulted in a widespread health crisis adversely affecting governments, businesses, and financial markets. The COVID-19 pandemic and related health and safety measures continue to impact the operations of many of the Company’s tenants, operators and borrowers. The federal government has provided economic assistance and other forms of assistance which mitigated to some extent the negative financial impact of the pandemic for certain of our tenants and operators who are eligible.

When applicable, we have accounted for rent concessions as variable lease payments, recorded as rental income when received, in accordance with the FASB's Lease Modification Q&A. Reference Note 2 for further discussion. We will evaluate any rent deferral requests as a result of the COVID-19 pandemic on a tenant-by-tenant basis. The extent of future concessions we make as a result of the COVID-19 pandemic, which could have a material impact on our future operating results, cannot be reasonably or reliably projected by us at this time.

As of March 31, 2022, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately $41.4 million, net of cumulative repayments of $0.2 million and excluding any interest accrued. Of this total, net rent deferrals that are contractually agreed to be repaid are $35.9 million. During the first quarter of 2022, we granted rent deferrals of $6.3 million to 6 tenants, of which Bickford accounts for $4.0 million. Bickford was also granted a rent abatement of approximately $1.5 million. Repayments of rent deferrals during the first quarter of 2022 totaled $0.1 million.

We have agreed to defer approximately $1.8 million in contractual rent due for the second quarter of 2022. We anticipate that some tenants may need additional rent deferrals to assist them with the ongoing impact of the pandemic. The timing and amount of any additional deferrals cannot yet be determined.

~~Rent deferrals granted in the first quarter of 2021 totaled approximately $4.2 million, of which Bickford accounted for approximately $3.8 million.~~

~~Litigation~~

Our facilities are subject to claims and suits in the ordinary course of business. Our lessees and borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from the operation of the facilities, and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. While there may be lawsuits pending against certain of the owners and/or lessees of the facilities, management believes that the ultimate resolution of all such pending proceedings will have no direct material adverse effect on our financial condition, results of operations or cash flows.

~~Welltower, Inc.~~

In June 2021, Welltower announced that it would acquire certain assets from the senior housing portfolio of Holiday, a privately held senior living management company in which 17 senior living facilities were included in Holiday’s portfolio and governed by a master lease originally executed between a Holiday subsidiary and NHI in 2013. We received no rent due under the master lease from the tenant for these facilities since this change in tenant ownership occurred in late July 2021.

On December 20, 2021, NHI and its subsidiaries NHI-REIT of Next House, LLC, Myrtle Beach Retirement Resident LLC, and Voorhees Retirement Residence LLC filed suit against Welltower, Inc., Welltower Victory II TRS LLC, and Well Churchill Leasehold Owner LLC (collectively the "Defendants") in the Delaware Court of Chancery (Case No. 2021-1097-MTZ). In the litigation, we contended that the Defendants failed repeatedly to honor their legal obligations to NHI. In particular, we asserted that the Defendants acquired assets from a third party, Holiday, that included leases to NHI senior living facilities and fraudulently induced NHI to consent to the assignment of the leases, and then immediately failed to pay rent or provide a

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promised security agreement that was intended to secure against their default, all as part of an effort to pressure NHI to agree to new conditions outside the assignment agreement or force a sale of the properties to the Defendants. The lawsuit further asserted that the Defendants owed unpaid contractual rent.

In connection with a memorandum of understanding between the parties dated March 4, 2022, NHI applied the remaining approximately $8.8 million lease deposit to past due rents in the first quarter of 2022. Unpaid contractual rent, excluding penalties and interest, totaled $9.1 million through March 31, 2022 after application of the lease deposit. Also, as provided by the memorandum of understanding, Welltower transferred approximately $6.9 million to an escrow account to be released upon satisfactory transition of the facility operations and mutual dismissal of the lawsuit. NHI and certain of its subsidiaries entered into a settlement agreement dated March 31, 2022 with Defendants formalizing the terms to settle the lawsuit.

NHI and certain of its subsidiaries terminated the master lease with Well Churchill Leasehold Owner, LLC as successor in interest to NHI Master Tenant LLC, effective April 1, 2022, upon completion of the transition of the properties subject to the master lease, as follows: (i) 1 property was sold to a third party, (ii) 1 property was transitioned to an existing operator relationship and leased pursuant to an existing master lease, and (iii) the remaining 15 properties were transitioned into 2 new senior housing operating portfolio partnership ventures. See Note 3 for more information on these new ventures.

Also effective April 1, 2022, the parties agreed to dismiss the lawsuit and mutually release all claims related to or arising out of the litigation, and the $6.9 million in escrowed funds were released to NHI.

Note 8.11. Equity and Dividends

Share Repurchase Plan

On ~~April 15, 2022, the Company’s~~February 17, 2023, our Board of Directors ~~approved~~authorized a revised stock repurchase ~~plan for~~program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to ~~$240.0~~$160.0 million in shares of ~~the Company’s~~our issued and outstanding common ~~stock.~~stock, par value $0.01 per share. The ~~plan~~Revised Repurchase Plan is effective for a period of one ~~year.~~year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.

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During the three months ended March 31, 2023, no common stock was repurchased. During 2022, cumulative repurchases through open market transactions were 2,468,354 shares of common stock for approximately $151.6 million. All shares received were constructively retired upon receipt, and reflected as a reduction to “Retained earnings” in the Condensed Consolidated Balance Sheet as of December 31, 2022.

In March 2023, we renewed our automatic “shelf” registration statement on Form S-3 and concurrently entered into a new equity distribution agreement whereby we can sell up to $500.0 million in common stock under an at-the-market (“ATM”) equity program. We incurred approximately $0.5 million in costs for these programs which was paid during the second quarter of 2023. Upon expiration of the prior registration statement and ATM equity program, approximately $0.3 million in equity issuance costs was reclassified from “Other Assets” into “Capital in Excess of Par Value” on the Condensed Consolidated Balance Sheet.

Dividends

The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended March 31, 2023

Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 6, 2022

December 30, 2022

January 27, 2023

$0.90

February 17, 2023

March 31, 2023

May 5, 2023

$0.90

Three Months Ended March 31, 2022

Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 5, 2021

December 31, 2021

January 31, 2022

$0.90

February 16, 2022

March 31, 2022

May 6, 2022

$0.90

~~Three Months Ended March 31, 2021~~

~~Date of Declaration~~

~~Date of Record~~

~~Date Paid/Payable~~

~~Quarterly Dividend~~

~~December 15, 2020~~

~~December 31, 2020~~

~~January 29, 2021~~

~~$1.1025~~

~~March 12, 2021~~

~~March 31, 2021~~

~~May 7, 2021~~

~~$1.1025~~

On May ~~6, 2022,~~5, 2023, the Board of Directors declared a $0.90 per share dividend to common stockholders of record on June 30, ~~2022,~~2023, payable on August ~~5, 2022.~~4, 2023.

Note 9.12. Share-Based Compensation

The Company’s outstanding stock incentive awards have been granted under two incentive plans – the 2012 Stock Incentive Plan (“2012 Plan”) and the 2019 Stock Incentive Plan (“2019 Plan”). During the ~~first quarter of 2022,~~three months ended March 31, 2023, we granted options to purchase ~~693,000~~385,500 shares of common stock ~~under the 2019 Plan. As of March 31, 2022, shares available for future grants totaled~~

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~~1,447,336~~ under the 2019 Plan. The following is a summary of share-based compensation expense, net of any forfeitures, included in “General and administrative expenses” in the Condensed Consolidated Statements of Income ($ in thousands):

Three Months Ended
March 31,
2022 2021
Non-cash share-based compensation expense $ 5,083 $ 5,446


	Three Months Ended
	March 31,
	2023		2022
Non-cash share-based compensation expense	$	2,105	$	5,083

The weighted average fair value of options granted during the three months ended March 31, 2023 and 2022 was $10.56 and ~~2021 was~~ $11.81 ~~and $14.54~~ per option, respectively. The fair value of each grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions:


		2022	2021		2023	2022
Dividend yield	Dividend yield	7.1%	6.7%	Dividend yield	7.0%	7.1%
Expected volatility	Expected volatility	49.2%	48.1%	Expected volatility	39.7%	49.2%
Expected lives	Expected lives	2.9 years	2.9 years	Expected lives	2.9 years	2.9 years
Risk-free interest rate	Risk-free interest rate	1.72%	0.33%	Risk-free interest rate	4.65%	1.72%

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The following table summarizes our outstanding stock options:


				Weighted Average				Weighted Average
		Number	Weighted Average	Remaining		Number	Weighted Average	Remaining
		of Shares	Exercise Price	Contractual Life (Years)
Options outstanding, January 1, 2021		1,033,838	$83.54
Options granted		652,000	$69.20
Options exercised		(20,000)	$60.52

Options outstanding, March 31, 2021		1,665,838	$78.20

Exercisable at March 31, 2021		1,180,824	$79.31
						of Shares	Exercise Price	Contractual Life (Years)
Options outstanding, January 1, 2022	Options outstanding, January 1, 2022	1,652,505	$78.10		Options outstanding, January 1, 2022	1,652,505	$78.10
Options granted	Options granted	693,000	$53.41		Options granted	693,000	$53.41
Options exercised	Options exercised	(7,500)	$53.41		Options exercised	(7,500)	$53.41
Options forfeited	Options forfeited	(23,000)	$62.33		Options forfeited	(23,000)	$62.33
Options expired	Options expired	(74,498)	$77.93		Options expired	(74,498)	$77.93
Options outstanding, March 31, 2022	Options outstanding, March 31, 2022	2,240,507	$70.71	3.57	Options outstanding, March 31, 2022	2,240,507	$70.71

Exercisable at March 31, 2022	Exercisable at March 31, 2022	1,719,487	$74.34	3.27	Exercisable at March 31, 2022	1,719,487	$74.34

Options outstanding, January 1, 2023					Options outstanding, January 1, 2023	2,216,175	$70.97
Options granted					Options granted	385,500	$54.73

Options forfeited					Options forfeited	(25,000)	$74.67
Options expired					Options expired	(60,002)	$64.33
Options outstanding, March 31, 2023					Options outstanding, March 31, 2023	2,516,673	$68.61	2.97

Exercisable at March 31, 2023					Exercisable at March 31, 2023	2,132,828	$71.21	2.70

At March 31, ~~2022, the aggregate~~2023, there was no intrinsic value of stock options outstanding and ~~exercisable was $3.8 million and $1.9 million, respectively.~~exercisable. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 ~~and 2021~~ was $4.94 per share or less than $0.1 ~~million; and $9.27 per share or $0.2 million, respectively.~~million.

As of March 31, ~~2022,~~2023, unrecognized compensation expense totaling ~~$4.9~~$3.5 million associated with unvested stock options is expected to be recognized over the following periods: remainder of ~~2022 - $3.2 million,~~ 2023 - ~~$1.5~~$2.3 million, 2024 - $1.1 million and ~~2024~~2025 - ~~$0.2~~$0.1 million.

Amended and Restated 2019 Stock Incentive Plan

On February 17, 2023, the Board of Directors approved an Amended and Restated 2019 Stock Incentive Plan, which was approved by the Company’s stockholders on May 5, 2023. The Amended and Restated 2019 Stock Incentive Plan increases the number of shares of common stock authorized for issuance to 6,000,000 and adds the ability of the Company to award shares of restricted stock or restricted stock units subject to such conditions and restrictions as the Company may determine. In May 2023, 21,000 shares of restricted stock were issued to the named executive officers. The restricted stock will vest over five years, with 20% vesting on each anniversary of the date of grant. Effective with this amendment, shares available for future issuance as of May 5, 2023 totaled 4,035,836.

Note ~~10.~~13. Earnings Per Common Share

The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options ~~and the conversion of our convertible debt prior to its retirement~~ using the treasury stock method, to the extent dilutive. ~~Dilution resulting from the conversion option~~

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~~within our convertible debt that was repaid in April 2021 was determined by computing an average of incremental shares included in the three months ended March 31, 2021 diluted EPS computation.~~

The following table summarizes the average number of common shares and the net income used in the calculation of basic and diluted earnings per common share ($ in thousands, except share and per share amounts):

Three Months Ended
March 31,
2022 2021
Net income attributable to common stockholders $ 8,399 $ 35,332
BASIC:
Weighted average common shares outstanding 45,850,686 45,305,087
DILUTED:
Weighted average common shares outstanding 45,850,686 45,305,087
Stock options 375 10,873
Convertible senior notes — 41,813
Weighted average dilutive common shares outstanding 45,851,061 45,357,773
Net income attributable to common stockholders - basic $ 0.18 $ 0.78
Net income attributable to common stockholders - diluted $ 0.18 $ 0.78
Incremental anti-dilutive shares excluded:
Net share effect of stock options with an exercise price in excess of the average market price for our common shares 481,068 216,762
Regular dividends declared per common share $ 0.90 $ 1.1025

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	Three Months Ended
	March 31,
	2023		2022
Net income attributable to common stockholders	$	34,484	$	8,399

BASIC:
Weighted average common shares outstanding	43,388,742		45,850,686

DILUTED:
Weighted average common shares outstanding	43,388,742		45,850,686
Stock options	2,687		375

Weighted average dilutive common shares outstanding	43,391,429		45,851,061

Net income attributable to common stockholders - basic	$	0.79	$	0.18
Net income attributable to common stockholders - diluted	$	0.79	$	0.18

Incremental anti-dilutive shares excluded:
Net share effect of stock options with an exercise price in excess of the average market price for our common shares	728,524		481,068

Regular dividends declared per common share	$	0.90	$	0.90

Note ~~11.~~14. Fair Value of Financial Instruments

Carrying amounts and fair values of financial instruments that are not carried at fair value at March 31, ~~2022~~2023 and December 31, ~~2021~~2022 in the Condensed Consolidated Balance Sheets are as follows ($ in thousands):


		Carrying Amount				Fair Value Measurement					Carrying Amount				Fair Value Measurement
		March 31, 2022		December 31, 2021		March 31, 2022		December 31, 2021			March 31, 2023		December 31, 2022		March 31, 2023		December 31, 2022
Level 2	Level 2									Level 2
Variable rate debt	Variable rate debt	$	379,677	$	373,682	$	385,000	$	375,000	Variable rate debt	$	431,044	$	277,699	$	435,000	$	282,000
Fixed rate debt	Fixed rate debt	$	869,367	$	869,201	$	825,224	$	858,124	Fixed rate debt	$	744,970	$	869,812	$	664,993	$	773,994

Level 3	Level 3									Level 3
Mortgage and other notes receivable, net	Mortgage and other notes receivable, net	$	316,390	$	299,952	$	321,190	$	314,821	Mortgage and other notes receivable, net	$	219,942	$	233,141	$	218,959	$	227,611

Fixed rate debt. Fixed rate debt is classified as Level 2 and its fair value is based on quoted prices for similar instruments or calculated utilizing model derived valuations in which significant inputs are observable in active markets.

Variable rate debt. Variable rate debt is classified as Level 2 and the fair values of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts due to the predominance of floating interest rates, which generally reflect market conditions.

Mortgage and other notes receivable. The fair value of mortgage and other notes receivable is based on credit risk and discount rates that are not observable in the marketplace and therefore represents a Level 3 measurement.

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Carrying amounts of cash and cash equivalents and restricted cash, accounts receivable and accounts payable approximate fair value due to their short-term ~~nature.~~nature and are classified as Level 1.

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Note 15. Segment Reporting

We evaluate our business and make resource allocations on our two operating segments: Real Estate Investments and SHOP. Our Real Estate Investments segment includes leases, mortgages and other note investments in ILFs, ALFs, EFCs, SLCs, SNFs and a HOSP. Under the Real Estate Investments segment, we invest in senior housing and health care real estate through acquisition and financing of primarily single- tenant properties. Properties acquired are primarily leased under triple-net leases, and we are not involved in the management of the properties. The ~~fair values~~SHOP segment includes multi-tenant ILFs. The SHOP properties and related operations are controlled by the Company and are operated by property managers in exchange for a management fee. See Note 5 for further discussion.

We formed the SHOP segment effective April 1, 2022 upon termination of the triple-net lease for the legacy Holiday Retirement (“Holiday”) portfolio at which time the operations and properties of 15 ILFs were transferred into two separate ventures, as discussed further in Note 5. The results associated with the prior triple-net lease structure for these properties are included in the Real Estate Investments segment and the results from operating these SHOP properties after the transition are included in our SHOP segment. There is no impact to the prior year’s presentation.

Our chief operating decision maker evaluates performance based upon segment net operating income (“NOI”). We define NOI as total revenues, less tenant reimbursements and property operating expenses. We use NOI to make decisions about resource allocations and to assess the property level performance of our ~~borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts at~~properties. There were no intersegment transactions for the three months ended March 31, ~~2022~~2023. Capital expenditures for the three months ended March 31, 2023 were approximately $55.8 million for the Real Estate Investments segment and ~~December~~$1.1 million for the SHOP segment.

Non-segment revenue consists mainly of other income. Non-segment assets consist of corporate assets including cash, deferred loan expenses and corporate offices and equipment among others. Non-property specific revenues and expenses are not allocated to individual segments in determining NOI.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies discussed in Note 2. The results of operations for all acquisitions described in Note 3 are included in our consolidated results of operations from the acquisition dates and are components of the appropriate segments.

Summary information for the reportable segments during the three months ended March 31, ~~2021, due to the predominance of floating interest rates, which generally reflect market conditions.~~2023 is as follows ($ in thousands):


For the three months ended March 31, 2023:	Real Estate Investment		SHOP		Non-segment/Corporate		Total
Rental income	$	65,299	$	—	$	—	$	65,299
Resident fees and services	—		11,700		—		11,700
Interest income and other	5,308		—		81		5,389
Total revenues	70,607		11,700		81		82,388
Senior housing operating expenses	—		9,799		—		9,799
Taxes and insurance on leased properties	2,619		—		—		2,619
NOI	67,988		1,901		81		69,970
Depreciation	15,376		2,227		14		17,617
Interest	759		—		13,268		14,027
Legal	—		—		122		122
Franchise, excise and other taxes	—		—		183		183
General and administrative	—		—		5,653		5,653
Loan and realty gains	(418)		—		—		(418)
Gains on sales of real estate, net	(1,397)		—		—		(1,397)




Net income (loss)	$	53,668	$	(326)	$	(19,159)	$	34,183

Total assets	$	2,254,939	$	270,085	$	8,206	$	2,533,230

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Forward Looking Statements~~

References throughout this document to “NHI” or the “Company” include National Health Investors, Inc., and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s (“SEC”) “Plain English” guidelines, this Quarterly Report on Form 10-Q has been written in the first person. In this document, the words “we”, “our”, “ours” and “us” refer only to National Health Investors, Inc. and its consolidated subsidiaries and not any other person. Unless the context indicates otherwise, references herein to ~~“the Company”~~the “Company” include all of our consolidated subsidiaries.

Forward Looking Statements

This Quarterly Report on Form 10-Q and other materials we have filed or may file with the ~~Securities and Exchange Commission,~~SEC, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitation, those containing words such as “may,” “will,” “should,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” “projects,” “likely” and other similar expressions, are forward-looking statements.

Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements as a result of factors including, but not limited to, the following:

* Actual or perceived risks associated with public health epidemics or outbreaks, such as the coronavirus (“COVID-19”), have had and ~~are expected to~~may continue to have a material adverse effect on our business and results of operations;

* We depend on the operating success of our tenants, managers and borrowers ~~for collection~~and if their financial condition or business prospects deteriorate, our financial condition and results of ~~our lease and note payments;~~operations could be adversely affected;

* We are exposed to the risk that our managers, tenants and borrowers may become subject to bankruptcy or insolvency proceedings;

* Certain tenants in our portfolio account for a significant percentage of the rent we expect to generate from our portfolio, and the failure of any of these tenants to meet their obligations to us could materially and adversely affect our business, financial condition and results of operations and our ability to make distributions to our stockholders;

*Two members of our Board of Directors are also members of the board of directors of National HealthCare Corporation (“NHC”), and their interests may differ from those of our stockholders;

* We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect ~~that lower~~of changes to laws, regulations and reimbursement rates ~~would have~~ on our tenants’ and borrowers’ business;

* We are exposed to the risk that the cash flows of our tenants, managers and borrowers ~~would~~may be adversely affected by increased liability claims and liability insurance costs;

* We are exposed to the risk that we may not be fully indemnified by our ~~lessees~~tenants, managers and borrowers against future litigation;

* ~~We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change;~~

* We depend on the success of property development and construction activities, which may fail to achieve the operating results we ~~expect;~~expect.

*We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;

*We are exposed to risks associated with our investments in unconsolidated entities, including our lack of sole ~~decision-making~~decision making authority and our reliance on the financial condition of other interests;

* We are subject to risks associated with our joint venture investment with Life Care Services for Timber Ridge, a continuing care retirement community (“CCRC”), associated with Type A benefits offered to the residents of the joint venture’s entrance fee community and related accounting requirements;

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*We are subject to additional risks related to healthcare operations associated with our investments in unconsolidated entities, which could have a material adverse effect on our results of operations;

* ~~We are subject to risks associated with~~Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our ~~joint venture investment with Life Care Services for Timber Ridge, an Entrance Fee CCRC, associated with Type A benefits offered to the residents~~business, financial condition, results of ~~the joint venture's Entrance Fee community and related accounting requirements;~~operations, or our prospects;

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*We ~~may be~~are exposed to operational risks with respect to our ~~proposed~~ Senior Housing Operating Portfolio (“SHOP”) structured communities;.

* ~~If our efforts~~Breaches of, disruptions to, ~~maintain~~or other unauthorized interference with the privacy and security of Company information ~~are not successful, we~~ could cause us to incur substantial costs and reputational damage, and could become subject to litigation and enforcement actions;

*We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous ~~substances;~~substances.

*We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change;

* We depend on the success of our future acquisitions and investments;

* We depend on our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;

* Competition for acquisitions may result in increased prices for properties;

*We depend on our ability to retain our management team and other personnel and attract suitable replacements should any such personnel leave;

*We are exposed to ~~the~~ risk that our assets may be subject to impairment charges;

*Our ability to raise capital through equity sales is dependent, in part, on the market price of our common stock, and our failure to meet market expectations with respect to our business, or other factors we do not control, could negatively impact such market price and availability of equity capital.

* We may need to refinance existing debt or incur additional debt in the future, which may not be available on terms acceptable to us;

* We have covenants related to our indebtedness ~~which~~that impose certain operational limitations and a breach of those covenants could materially adversely affect our financial condition and results of operations;

* Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital;

* We depend on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt used to finance those investments bears interest at variable rates;

*We rely on external sources of capital to fund future capital needs, and if we encounter difficulty in obtaining such capital, we may not be able to make future investments necessary to grow our business or meet maturing commitments;

*Inflation and increased interest rates may adversely affect our financial condition and results of operations;

* We depend on the ability to continue to qualify for taxation as a ~~REIT~~real estate investment trust (“REIT”) for U.S. federal income tax purposes;

*There are no assurances of our ability to pay dividends in the future;

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* Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments, which could materially hinder our performance;

*Our ownership of and relationship with any ~~TRSs~~taxable REIT subsidiary (“TRSs”) that we have formed or will form will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the application of a 100% excise tax;

* Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate otherwise attractive investments, which could materially hinder our performance;

* Legislative, regulatory, or administrative changes could adversely affect us or our security holders;

* We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay, defer or prevent a transaction or a change of control that might involve a premium price for our common stock or might otherwise be in the best interests of our stockholders; and

* We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.

See the notes to the annual audited consolidated financial statements in our most recent Annual Report on Form 10-K for the year ended December 31, ~~2021, and~~2022, “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, therein and “Risk Factors” under Part II, Item 1A of this Quarterly Report on Form 10-Q for a further discussion of these and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of and or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, or cash flows could be materially and adversely affected. In that case, the trading price of our shares of stock could decline and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, ~~occur and, therefore,~~occur. We caution ~~investors~~readers not to place undue reliance on ~~them.~~

such forward-looking statements, which speak only as of their dates. We undertake no obligation to revise or update any of the forward-looking statements to reflect subsequent events or circumstances except to the extent required by applicable law.

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Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed ~~real estate investment trust (“REIT”)~~REIT specializing in sale leaseback, ~~joint venture,~~joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. We operate through two reportable business segments: Real Estate Investments and SHOP. Our ~~portfolio~~Real Estate Investments segment consists of real estate investments and leases, mortgages and other notes receivable in independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities and a ~~specialty~~ hospital. We fund our real estate investments primarily through: (1) operating cash flow, (2) debt offerings, including bank lines of credit and term debt, both unsecured and secured, and (3) the sale of equity securities. Our SHOP segment is comprised of the operations of 15 independent living facilities (“ILFs”) that provide residential living and other services for residents located throughout the United States that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements. The third-party managers, or related parties of the managers, own equity interests in the respective ventures.

Real Estate Investment Portfolio

As of March 31, ~~2022,~~2023, we had investments in real estate and mortgage and other notes receivable involving ~~201~~178 facilities located in 3231 states. These investments involve ~~132~~105 senior housing properties, 6872 skilled nursing facilities and one hospital, excluding 20ten properties classified as assets held for sale. These investments consisted of properties with an original cost of approximately ~~$2.8~~$2.4 billion, rented under primarily triple-net leases to ~~27 lessees,~~25 tenants, and ~~$321.5~~$234.9 million aggregate carrying value of ~~mortgage~~mortgages and other notes receivable, excluding an allowance for expected credit losses of ~~$5.1~~$15.0 million, due from ~~ten~~13 borrowers.

We classify all of the properties in our Real Estate Investments portfolio as either senior housing or medical properties. Because our leases represent different underlying revenue sources and result in differing risk profiles, we further classify our senior housing communities as either need-driven (assisted living and memory care communities and senior living campuses) or discretionary (independent living and entrance-fee communities).

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Senior Housing – Need-Driven includes assisted living ~~and memory care communities~~facilities (“ALF”) and senior living campuses (“SLC”) which primarily attract private payment for services from residents who require assistance with activities of daily living. Need-driven properties are subject to regulatory oversight.

Senior Housing – Discretionary includes ~~independent living (“ILF”)~~ILFs and entrance-fee communities (“EFC”) which primarily attract private payment for services from residents who are making the lifestyle choice of living in an age-restricted multi-family community that offers social programs, meals, housekeeping and in some cases access to healthcare services. Discretionary properties are subject to limited regulatory oversight. There is a correlation between demand for this type of community and the strength of the housing market.

Medical Facilities within our portfolio receive payment primarily from Medicare, Medicaid and health insurance. These properties include skilled nursing facilities (“SNF”) and a ~~specialty~~ hospital (“HOSP”) that attract patients who have a need for acute or complex medical attention, preventative medicine, or rehabilitation services. Medical properties are subject to state and federal regulatory oversight and, in the case of hospitals, Joint Commission accreditation.

Senior Housing Operating Portfolio ~~Structure.~~Structure

Effective April 1, 2022, ~~we transferred~~ 15 senior housing ILFs previously part of the legacy Holiday ~~Retirement (“Holiday”) portfolio into~~properties were transferred from a triple-net lease to two separate ~~joint~~ ventures ~~that~~comprising our SHOP segment. These ventures, in which NHI owns a majority interest, own the underlying independent living operations and ~~in which NHI has majority interests. These joint ventures will be~~are structured to comply with REIT requirements ~~and are structured to~~that utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. These properties are operated by ~~two~~ third-party property managers that manage our communities in exchange for the receipt of a management fee, and as such, we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are to our triple-net tenants. However, we rely on the property managers’ personnel, expertise, technical resources and information systems, proprietary information, good faith and judgment to manage our communities efficiently and effectively. We also rely on the property managers to set appropriate resident fees and otherwise operate our communities in compliance with the terms of our management agreements and all applicable laws and regulations. As of March 31, 2023, our SHOP segment consisted of 15 ILFs with a combined 1,734 units located in eight states.

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The following tables summarize our ~~investments in real estate and mortgage and other notes receivable,~~portfolio, excluding $2.6 million for our corporate office, $26.7 million in assets held for sale and a credit loss reserve ~~balance~~ of ~~$5.1~~$15.0 million, as of and for the three months ended March 31, ~~2022~~2023 ( ($$ in ~~thousands)~~thousands):

Properties Beds Revenue % Total Investment
Real Estate Properties
Senior Housing - Need-Driven
Assisted Living 76 4,023 $ 9,953 14.0 % $ 739,493
Senior Living Campus 11 1,507 1,443 2.0 % 257,808
Total Senior Housing - Need-Driven 87 5,530 11,396 16.0 % 997,301
Senior Housing - Discretionary
Independent Living 22 2,591 11,188 15.7 % 440,741
Entrance-Fee Communities 11 2,707 15,421 21.6 % 744,420
Total Senior Housing - Discretionary 33 5,298 26,609 37.3 % 1,185,161
Total Senior Housing 120 10,828 38,005 53.3 % 2,182,462
Medical Facilities
Skilled Nursing Facilities 65 8,653 19,326 27.1 % 557,996
Hospitals 1 64 1,023 1.4 % 40,250
Total Medical Facilities 66 20,349 28.5 % 598,246
Total Real Estate Properties 186 58,354 81.8 % $ 2,780,708
Income From Properties Sold and Held For Sale 3,167
Escrow Funds Received From Tenants 3,038
Total Rental Income 64,559
Mortgage and Other Notes Receivable
Senior Housing - Need-Driven 10 673 1,929 2.8 % $ 91,994
Senior Housing - Discretionary 2 714 2,658 3.7 % 143,462
Skilled Nursing Facilities 3 180 97 0.1 % 4,257
Other Notes Receivable — — 2,031 2.8 % 81,811
Total Mortgage and Other Notes Receivable 15 1,567 6,715 9.4 % $ 321,524
Other Income 53
Total Revenue $ 71,327

Portfolio Summary1
Properties
Revenue2
% Portfolio Investment
Real Estate Properties 186 $ 58,354 89.7 % $ 2,780,708
Mortgage and Other Notes Receivable 15 6,715 10.3 % 321,524
Total Portfolio 201 $ 65,069 100.0 % $ 3,102,232
Portfolio by Operator Type
Public 55 $ 14,805 22.8 % $ 411,740
National Chain (Privately Owned) 18 14,137 21.7 % 618,451
Regional 118 34,539 53.1 % 1,979,737
Small 10 1,588 2.4 % 92,304
Total Portfolio 201 $ 65,069 100.0 % $ 3,102,232
1 Excludes assets held for sale.
2 Excludes rental income from properties sold and held for sale and escrow funds received from tenants for property operating expenses.




Real Estate Investments and SHOP
			Properties	Beds/Units	NOI1		% Total		Investment
Real Estate Properties
	Senior Housing - Need-Driven
		Assisted Living	71	3,882	$	15,585	22.3	%	$	762,406
		Senior Living Campus	9	1,229	4,797		6.9	%	234,019
		Total Senior Housing - Need-Driven	80	5,111	20,382		29.2	%	996,425
	Senior Housing - Discretionary
		Independent Living	7	903	2,085		3.0	%	107,778
		Entrance-Fee Communities	11	2,912	15,356		21.9	%	746,485
		Total Senior Housing - Discretionary	18	3,815	17,441		24.9	%	854,263
		Total Senior Housing	98	8,926	37,823		54.1	%	1,850,688
	Medical Facilities
		Skilled Nursing Facilities	65	8,584	21,247		30.4	%	557,996
		Hospitals	1	64	1,022		1.5	%	40,250

		Total Medical Facilities	66	8,648	22,269		31.9	%	598,246
	Current Year Disposals and Held for Sale				2,587		3.7	%
		Total Real Estate Properties	164	17,574	62,679		89.7	%	2,448,934




Mortgage and Other Notes Receivable
	Senior Housing - Need-Driven		6	472	1,544		2.2	%	73,055
	Senior Housing - Discretionary		1	247	593		0.8	%	32,700
	Skilled Nursing Facilities		7	731	854		1.3	%	45,062
	Other Notes Receivable		—	—	2,093		3.0	%	84,089
	Current Year Note Payoffs		—	—	225		0.3	%	—
		Total Mortgage and Other Notes Receivable	14	1,450	5,309		7.6	%	234,906


SHOP
	Independent Living		15	1,734	1,901		2.7	%	339,131

		Total	193	20,758	$	69,889	100	%	$	3,022,971

1Excludes Non-segment/Corporate NOI

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Portfolio Summary			Properties	NOI		% Portfolio		Investment
	Real Estate Properties		164	$	62,679	89.7	%	$	2,448,934
	Mortgage and Other Notes Receivable		14	5,309		7.6	%	234,906
	SHOP		15	1,901		2.7	%	339,131
		Total Portfolio	193	$	69,889	100.0	%	$	3,022,971



















Portfolio by Operator Type
	Public		55	$	16,438	23.5	%	$	411,740
	National Chain (Privately Owned)		3	2,701		3.9	%	172,385
	Regional		117	45,567		65.2	%	2,068,352
	Small		3	470		0.7	%	31,363
Current Year Disposals and Held for Sale				2,587		3.7	%	—
Current Year Note Payoffs				225		0.3	%	—
		Total Real Estate Investments Portfolio	178	67,988		97.3	%	2,683,840
SHOP			15	1,901		2.7	%	339,131
		Total Portfolio	193	$	69,889	100.0	%	$	3,022,971

The following table summarizes the geographic concentration of NOI of our portfolio, excluding Non-segment/Corporate NOI, for the three months ended March 31, 2023 and 2022, respectively ($ in thousands).


	Three Months Ended March 31,
Location	2023		2022
South Carolina	$	8,336	$	8,836
Texas	7,902		6,963
Florida	7,068		5,944
Washington	3,524		3,904
Tennessee	4,655		4,018

All others	38,404		38,571
NOI	$	69,889	$	68,236

For the three months ended March 31, ~~2022,~~2023, operators of facilities in our Real Estate Investments portfolio who provided 3% or more individually, and collectively ~~72%~~61% of our total revenues were (parent company, in alphabetical order): Bickford Senior Living (“Bickford”); Discovery Senior Living; ~~Chancellor Health Care; Discovery~~Encore Senior Living; Health Services Management; ~~Holiday;~~ Life Care Services; ~~National HealthCare Corporation;~~NHC; Senior Living ~~Communities;~~Communities (“Senior Living”); and The Ensign Group.

As of March 31, ~~2022,~~2023, our average effective annualized ~~rental income~~NOI for the Real Estate Investments reportable segment was ~~$8,934~~$9,901 per bed for SNFs, ~~$3,831~~$15,613 per unit for SLCs, ~~$9,897~~$16,608 per unit for ALFs, ~~$3,834~~$9,235 per unit for ILFs, ~~$22,787~~$21,020 per unit for EFCs and $63,899 per bed for ~~hospitals.~~the HOSP. As of March 31, 2023, our average effective annualized NOI per unit for the SHOP reportable segment was $4,387.

Substantially all of our revenues and sources of cash flows from operations are rents paid under operating leases for real estate, revenues under resident agreements and interest earned on mortgages and notes receivable. ~~Revenues from these investments~~These revenues represent a primary source of liquidity to fund our distributions to stockholders and depend upon the performance of the operators. Operating difficulties experienced by our operators and managers could have a material adverse effect on ~~the~~their ability ~~of our operators~~ to meet their financial and other contractual obligations to us, as well as on our results of operations. We monitor operator performance through periodic reviews of operating results for each facility, covenant compliance and property inspections, among other activities.

~~COVID-19 Pandemic~~

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COVID-19 pandemic and related health and safety measures continue to impact the operations of many of the Company’s tenants, operators and borrowers. The federal government has provided economic assistance and other forms of assistance which mitigated to some extent the negative financial impact of the pandemic for certain of our tenants and operators who are eligible.Pandemic Update

~~When applicable, we have accounted for~~Repayments and other reductions of rent ~~concessions as variable lease payments, recorded as rental~~deferrals recognized in “Rental income ~~when received,~~” during the three months ended March 31, 2023 were $2.8 million, including the $2.5 million reduction in ~~accordance~~pandemic-related rent deferrals in connection with the ~~FASB's Lease Modification Q&A. Reference Note 2 for further discussion. We will evaluate any rent deferral requests as a result~~acquisition of the ~~COVID-19 pandemic on a tenant-by-tenant basis. The extent of future concessions we make as a result of~~ALF located in Chesapeake, Virginia discussed in Note 3 to the ~~COVID-19 pandemic, which could have a material impact on our future operating results, cannot be reasonably or reliably projected by us at this time.~~

condensed consolidated financial statements. As of March 31, ~~2022,~~2023, aggregate pandemic-related rent concessions granted to tenants that have been accounted for as variable lease payments totaled approximately ~~$41.4~~$30.1 million, net of cumulative repayments and other reductions of ~~$0.2~~$6.5 million and excluding any interest accrued. ~~Of this total, net rent deferrals that are contractually agreed to be repaid are $35.9 million. During~~

Rent concessions granted for the ~~first quarter of~~three months ended March 31, 2022 ~~we granted rent deferrals of $6.3~~totaled approximately $7.8 million, ~~to six tenants,~~ of which Bickford ~~Senior Living (“Bickford”) accounts~~accounted for ~~$4.0 million. Bickford was also granted a rent abatement of~~ approximately ~~$1.5 million. Repayments of rent deferrals during the first quarter of 2022 totaled $0.1~~$5.5 million.

We are continuing to negotiate with Bickford regarding the repayment of its outstanding deferrals of $26.0 million as of March 31, 2022. We are currently in discussions for Bickford to commence minimum monthly repayments of approximately $3.0 million per year with the deferral balance subject to further reduction by up to approximately $6.0 million based on Bickford’s achieving certain performance targets and completion of certain property disposals.

See ~~“Item 1A. Risk~~Part I. Item 1A “Risk Factors” in our most recent Annual Report on Form 10-K for the year ended December 31, 2022 for further information regarding the risks presented by the COVID-19 pandemic.

Critical Accounting Policies and Estimates

There have been no significant changes to our critical accounting policies and estimates from the information provided in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022.

Investment Highlights

Since January 1, ~~2022,~~2023, we have ~~completed or announced the following real estate or note investments:~~

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~~Encore Senior Living~~

In January 2022, we entered into an agreement to fund a $28.5 million development loan with Encore Senior Living to construct a 108-unit assisted living and memory care community in Fitchburg, Wisconsin. The four-year loan agreement has an annual interest rate of 8.5% and two one-year extensions. We have a purchase option on the property once it has stabilized.

~~Asset Dispositions~~

~~During the three months ended March 31, 2022, we~~ completed the following real estate ~~dispositions as described below~~ investments (($ in ~~thousands)~~thousands):

1 ~~Prior impairment charges recognized on this property of $10.9 million.~~


Operator	Date	Properties	Asset Class	Land		Building and Improvements		Total
Silverado Senior Living	Q1 2023	2	ALF	$	3,894	$	33,599	$	37,493
Bickford	Q1 2023	1	ALF	1,746		15,542		17,288
				$	5,640	$	49,141	$	54,781

Reference Note 3 to the condensed consolidated financial statements for more detail on ~~dispositions.~~first quarter 2023 acquisitions.

~~Second Quarter 2022 Disposal Activity~~Asset Dispositions

~~Holiday~~

~~In April 2022,~~During the three months ended March 31, 2023, we ~~sold an independent living facility located~~completed the following dispositions of real estate property classified in ~~Washington for approximately $3.2 million in cash consideration, and incurred $0.3 million of transaction costs, resulting in a minimal loss. The property was classified as~~ assets held for sale onwithin our Real Estate Investments portfolio as described below ($ in thousands):


Operator	Date	Properties1	Asset Class	Net Proceeds		Net Real Estate Investment		Gain		Impairment2
BAKA Enterprises, LLC3	Q1 2023	1	ALF	$	7,478	$	7,505	$	—	$	(27)
Bickford	Q1 2023	1	ALF	2,553		1,421		1,132		—
				$	10,031	$	8,926	$	1,132	$	(27)

1 Assets were previously classified as “Assets held for sale” in the Consolidated Balance Sheet at December 31, 2022.

2 Impairments are included in “Loan and realty (gains) losses” in the Condensed Consolidated ~~Balance Sheet as~~Statement of Income for the three months ended March 31, ~~2022. Prior~~2023.

3 Total impairment charges recognized on this property ~~totaled $0.9~~in prior periods were $7.8 million.

~~Chancellor Senior Living~~

In April 2022, we sold two assisted living facilities located in Texas for approximately $7.8 million in cash consideration, and incurred $0.5 million of transaction costs, resulting in a minimal gain. The properties were classified as assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2022. Prior impairment charges recognized on these properties totaled $7.6 million.

Assets Held for Sale and Impairment of ~~Real Estate~~Long-Lived Assets

At March 31, ~~2022, 20~~2023, ten properties in our Real Estate Investments portfolio, with an aggregate net real estate balance of ~~$132.0~~$26.7 million, were classified as assets held for sale on our Condensed Consolidated Balance Sheet ~~including 12 properties that were classified~~ as ~~assets held for sale during the first quarter~~ of ~~2022.~~March 31, 2023. Rental income associated with the 20ten properties was ~~$3.1~~$1.5 million and ~~$3.7~~$1.0 million for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

During the first quarter of ~~2022,~~2023, one property in our Real Estate Investments portfolio was classified as held for sale with a net real estate balance of $5.0 million and two properties, previously classified as held for sale with an aggregate net real estate balance of $12.3 million, were reclassified as held for use on our Condensed Consolidated Balance Sheet.

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During the three months ended March 31, 2023, we recorded impairment charges of ~~$24.6 million, including $15.3~~approximately $0.3 million on ~~one property~~three properties which were sold or classified as held ~~in use.~~for sale related to our Real Estate Investments portfolio. The impairment charges are included in “Loan and realty (gains) losses ~~(gains)~~” in the Condensed Consolidated ~~Statement~~Statements of Income.

Other

Our leases for real estate properties are typically structured as ~~“triple net~~“triple-net leases” on single-tenant properties having an initial leasehold term of 10 to 15 years with one or more five-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the three months ended March 31, ~~2022,~~2023, we did not have any significant renewing or expiring leases. Most of our existing leases contain annual escalators in rent payments. For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease.

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~~2025~~ 2027 and 2028. Rental income from these properties with tenant purchase options was ~~$2.6~~$1.8 million and ~~$2.7~~$1.7 million for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively.

In June 2021, we received notification of a tenant’s intention to acquire, pursuant to a purchase option, a hospital located in California that has been included in assets held for sale. The purchase option calls for a minimum purchase price of $15.0 million with any appreciation above $15.0 million to be split evenly between the parties. The net investment at March 31, 2022 was $10.5 million. Rental income was $0.5 million for both the three months ended March 31, 2022 and 2021. The transaction will close no earlier than one year after the receipt of the notice of exercise.

Second Quarter 2023 Dispositions

During the second quarter of 2023, we sold three ALFs located in Oregon in two transactions for approximately $5.7 million in cash consideration, net of transaction costs and a $0.6 million of seller financing on one of the transactions. The properties were classified in assets held for sale on the Condensed Consolidated Balance Sheet as of March 31, 2023 with an aggregate book value of $5.9 million. Prior impairment charges recognized on the properties totaled $3.7 million

Tenant Concentration

~~As discussed~~The following table contains information regarding concentration in ~~Note 3 to~~our Real Estate Investments portfolio for tenants or affiliates of tenants, that exceed 10% of total revenues for the ~~condensed consolidated financial statements, we have four lessees (including their affiliated entities, which are the legal tenants)~~three months ended March 31, 2023 and 2022, excluding $2.6 million for our corporate office, ~~and~~ a credit loss reserve ~~balance~~ of ~~$5.1~~$15.0 million ~~from whom we individually derive at least 10% of our total revenues as follows~~and $339.1 million in assets for the SHOP segment ($ in thousands):

As of March 31, 2022
Revenues1
Asset Real Notes Three Months Ended March 31,
Class
Estate2
Receivable 2022 2021
Senior Living Communities EFC $ 573,631 $ 47,041 $ 12,751 18% $ 12,723 16%
Holiday3
ILF 377,735 — 9,797 14% 10,185 13%
National HealthCare Corporation (“NHC”) SNF 171,530 — 9,189 13% 9,452 12%
Bickford Senior Living ALF 476,372 42,912 7,038 10% 10,207 13%
All others, net Various 1,386,865 231,571 29,514 41% 36,157 44%
Escrow funds received from tenants
for property operating expenses Various — — 3,038 4% $ 2,161 2%
$ 2,986,133 $ 321,524 $ 71,327 $ 80,885


	As of March 31, 2023					Revenues1
	Asset	Gross Real		Notes		Three Months Ended March 31,
	Class	Estate2		Receivable		2023			2022

Senior Living	EFC	$	573,631	$	50,200	$	12,833	16%	$	12,751	18%
NHC	SNF	133,770		—		9,807		12%	9,189		13%
Bickford	ALF	430,217		16,921		11,162		14%	7,038		10%
Holiday Retirement3	ILF	—		—		N/A		N/A	9,797		14%
All others, net	Various	1,311,316		167,785		34,267		41%	29,514		41%
Escrow funds received from tenants
for property operating expenses	Various	—		—		2,619		3%	3,038		4%
		$	2,448,934	$	234,906	70,688			71,327
Resident fees and services4						11,700		14%	N/A		—%
						$	82,388		$	71,327

1 Includes interest income on notes receivable and rental income from properties classified as held for sale.

2 Amounts include any properties classified as held for sale.

3Revenues include ~~an $8.8 million~~a lease deposit recognized as rental income in the three months ended March 31, 2022.

4 There is no tenant concentration in resident fees and services because these agreements are with individual residents.

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Straight-line rent of $(0.3) million and $0.1 million and ~~$0.5~~interest income of $1.0 million and ~~interest revenue of~~ $0.9 million ~~and $0.8 million was~~were recognized from the Senior Living ~~Communities~~ lease for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively. ~~In addition to the lease deposit of $8.8 million in the first quarter of 2022,~~No material straight-line rent ~~of $1.0 million and $1.5 million~~ was recognized ~~from the Holiday lease~~for NHC for the three months ended March 31, ~~2022~~2023 and ~~2021, respectively.~~2022. For NHC, rent escalations are based primarily on a percentage increase in revenue over a base year ~~and do~~that does not give rise to non-cash, straight-line rental income. Straight-line rent of ~~$(0.1) million and $0.6 million and interest revenue of $1.2 million and $0.8~~$0.5 million was recognized from the Bickford leases for the three months ended March 31, 2022. Interest income of $0.9 million and $1.2 million was recognized from the Bickford leases for the three months ended March 31, 2023 and 2022, ~~and 2021,~~ respectively. For the three months ended March 31, 2022 the Holiday lease was on the cash basis of accounting. Reference Note 3 to the condensed consolidated financial statements.

~~Holiday~~Cash Basis Operators

~~As of March 31, 2022, we leased 15 independent living facilities and one assisted living facility, excluding one property classified as assets held for sale, to a Welltower-controlled subsidiary.~~ We ~~received no rent due under the master lease for these facilities since the Welltower-controlled subsidiary became the tenant on July 30, 2021. Accordingly, we~~ placed ~~the tenant~~Bickford on cash basis inof revenue recognition during the ~~third quarter of 2021 and filed suit against Welltower, Inc. and certain subsidiaries for default under the master lease. During the first~~second quarter of 2022, based upon information we ~~recognized~~obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. Cash rent received from Bickford for the ~~remaining $8.8~~three months ended March 31, 2023 was $7.8 million, ~~lease deposit that was applied to outstanding, past-due rent and approximately $1.0~~which excludes $2.5 million of ~~deferred~~rental income ~~as rental income. Reference Note 7~~related to ~~our condensed consolidated financial statements for more discussion~~the reduction of pandemic-related rent deferrals in connection with the acquisition of the ~~litigation and its subsequent settlement.~~ALF located in Chesapeake, Virginia discussed above.

~~Holiday Transition~~

~~Table~~We placed two additional operators on the cash basis of ~~Contents~~

~~On April 1, 2022, we disposed of one property classified in assets held~~accounting for sale as discussed above and transitioned to an existing operator one assisted living community in Florida that was added to the in-place master lease. In addition, we transitioned the remaining 15 independent living facilities into two separate joint ventures that own the underlying independent living operations and in which NHI has majority interests. These joint ventures are structured to complytheir leases during 2022. Rental income associated with REIT requirements and to utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. These communities are operated by two third-party property managers in exchange for the receipt of a management fee. The third-party managers, or related affiliates of the managers, own equity interests in the respective ventures.

~~Bickford Senior Living~~

As of March 31, 2022, we leased 37 facilities, excluding four facilities classified as assets held for sale, under four leases to Bickford. Bickford’s revenues reflect the impact of rent concessions of approximately $5.5 million and $3.8these tenants totaled $4.0 million for the three months ended March 31, ~~2022 and 2021, respectively.~~

In March 2022, we transferred one assisted living facility located in Pennsylvania from the Bickford portfolio to a new operator that is leased pursuant to a four-year triple net lease and wrote off approximately $0.7 million in a straight-line rent receivable, reducing rental income.2023.

~~Lease Restructure~~

Effective April 1, 2022, Bickford’s four master lease agreements were restructured and amended. Rent for the portfolio, excluding properties classified as held for sale, will be approximately $28.0 million per year through April 1, 2024, at which time the rent will be reset to a fair market value, not less than 8.0% of our initial gross investment.

One of the master lease agreements covering 12 properties with an original maturity in 2023 has been extended to 2028. The remaining leases with maturity dates in 2031 and 2033 have been extended for two years to 2033 and 2035, respectively.Occupancy

The following table summarizes the average portfolio occupancy for Senior Living, ~~Communities,~~ Bickford and ~~Holiday~~SHOP for the periods indicated, excluding development properties in operation less than 24 months, notes receivable, and properties transitioned to new ~~operators~~tenants or disposed.

Properties 1Q21 2Q21 3Q21 4Q21 1Q22 March 2022
Senior Living Communities 9 77.7% 78.5% 80.4% 81.7% 81.7% 81.8%
Bickford1
41 75.4% 78.0% 81.0% 82.0% 79.9% 79.4%
Holiday2
16 75.6% 76.1% 78.3% 79.2% 76.7% 76.2%


	Properties	1Q22	2Q22	3Q22	4Q22	1Q23	March 2023
Senior Living Same-Store	9	81.7%	82.3%	83.3%	83.5%	83.5%	83.0%
Senior Living	10	81.8%	82.3%	83.2%	83.2%	82.7%	82.1%
Bickford Same-Store1	38	83.5%	83.8%	85.0%	83.6%	81.3%	81.2%
Bickford2	39	N/A	82.8%	84.6%	83.9%	81.6%	81.5%
SHOP	15	77.7%	76.5%	76.9%	75.8%	75.2%	75.2%

1All prior periods restated for the ~~Pennsylvania asset transition to a new operator.~~sale of an ALF in Iowa.

2~~All periods reflect~~Includes Chesapeake, Virginia building which opened in the ~~disposition~~second quarter of ~~one property~~2022. NHI exercised its purchase option in ~~April 2022.~~February 2023.

The following table summarizes the revenue concentration of our top five states for the three months ended March 31, 2022 and 2021, respectively, excluding any escrow funds received for property operating expenses (~~$ in thousands).~~

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Three Months Ended March 31,
Location 2022 2021
South Carolina $ 8,836 $ 8,731
Texas 6,963 6,889
Florida 5,944 7,707
Washington 3,904 4,662
California 3,420 3,868
All others 39,222 46,867
Escrow funds received from tenants for property operating expenses 3,038 2,161
$ 71,327 $ 80,885

Tenant Monitoring

Our operators report to us the results of their operations on a periodic basis, which we in turn subject to further analysis as a means of monitoring potential concerns within our portfolio. We have identified EBITDARM (earnings before interest, taxes, depreciation, amortization, rent and management fees) as a primary performance measure for our tenants, based on results they have reported to us. We believe EBITDARM is useful in our most fundamental analyses, as it is a property-level measure of our operators’ success, by eliminating the effects of the operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization), expenses that are dependent on its level of success (income taxes), and also excluding the effect of the operator’s payment of its management fees, as typically those fees are contractually subordinate to our lease payment. For operators of our ~~entrance-fee communities,~~EFCs, our calculation of EBITDARM includes other cash flow adjustments typical of the industry which may include, but are not limited to, net cash flows from entrance fees; amortization of deferred entrance fees; adjustments for tenant rent obligations, and management fee true-ups. The eliminations and adjustments reflect covenants in our leases and provide a comparable basis for assessing our various relationships.

We believe that EBITDARM is a useful way to analyze the cash potential of a group of assets. From EBITDARM we calculate a coverage ratio (EBITDARM/cash rent), measuring the ability of the operator to meet its monthly obligation. In addition to EBITDARM and the coverage ratio, we rely on a careful balance sheet analysis and other analytical procedures to help us identify potential areas of concern relative to our operators’ ability to generate sufficient liquidity to meet their obligations, including their obligation to continue to pay the amount due to us. Typical among our operators is a varying lag in reporting to us the results of their operations. Across our portfolio, however, our operators report their results, typically within either 30 or 45 days and at the latest, within 90 days of month’s end. For computational purposes, we exclude mortgages and other notes

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receivable, and development and lease-up properties that have been in operation less than 24 months. For stabilized acquisitions in the portfolio less than 24 months and renewing leases with changes in scheduled rent, we include pro forma cash rent. Same-store portfolio coverage excludes properties that have transitioned operators in the past 24 months or assets subsequently sold except as noted.

The results of our coverage ratio analysis are presented below on a trailing twelve-month basis, as of December 31, ~~2021~~2022 and ~~2020~~2021 (the most recent periods available).

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NHI Total Portfolio

NHI Real Estate Investments Portfolio

By asset type

SHO

SNF

MEDICAL NON-SNF

TOTAL

By asset type

SHO

SNF

MEDICAL NON-SNF

TOTAL

Properties

121

197

Properties

165

4Q20

1.22x

2.92x

2.83x

1.78x

4Q21

0.98x

2.71x

2.80x

1.54x

4Q21

1.03x

2.61x

2.74x

1.60x

4Q21 Occupancy

80.4%

74.3%

69.4%

77.3%

4Q22

1.22x

2.47x

2.65x

1.70x

4Q22 Occupancy

84.8%

77.8%

76.5%

81.3%

Market served

Need Driven

Need Driven excl. Bickford

Discretionary

Discretionary excl. SLC & Holiday

Medical

Medical excl. NHC

Market served

Need Driven

Need Driven excl. Bickford

Discretionary

Discretionary excl. SLC

Medical

Medical excl. NHC

Properties

4Q20

1.11x

1.04x

1.35x

1.78x

2.92x

2.20x

4Q21

0.80x

0.79x

1.16x

1.57x

2.72x

2.01x

4Q21

0.85x

0.81x

1.26x

1.42x

2.62x

1.93x

4Q21 Occupancy

80.4%

79.8%

80.4%

81.8%

74.3%

66.5%

4Q22

1.11x

1.00x

1.34x

1.75x

2.48x

2.07x

4Q22 Occupancy

85.5%

86.5%

83.7%

85.3%

77.8%

70.5%

Major tenants

NHC1

SLC2

Bickford2

Holiday

Major tenants

NHC1

SLC2

Bickford2

Properties

4Q20

3.82x

1.30x

1.19x

1.13x

4Q21

3.61x

1.18x

0.82x

0.86x

4Q21

3.61x

1.18x

0.90x

4Q21 Occupancy

80.6%

78.7%

81.3%

4Q22

3.07x

1.17x

1.26x

4Q21 Occupancy

83.8%

82.6%

84.0%

NHI Same-Store Portfolio3

By asset type

SHO

SNF

MEDICAL NON-SNF

TOTAL

Properties

118

192

4Q20

1.23x

2.94x

3.55x

1.78x

4Q21

0.98x

2.71x

2.91x

1.53x

Market served

Need Driven

Need Driven excl. Bickford

Discretionary

Discretionary excl. SLC & Holiday

Medical

Medical excl. NHC

Properties

4Q20

1.11x

1.04x

1.35x

1.78x

2.95x

2.19x

4Q21

0.81x

0.79x

1.16x

1.57x

2.72x

1.94x

Major tenants

NHC1

SLC2

Bickford2

Holiday

Properties

4Q20

3.82x

1.30x

1.19x

1.13x

4Q21

3.61x

1.18x

0.82x

0.86x

1 NHC ~~based on corporate-level~~ Fixed Charge Coverage Ratio and ~~includes 3 independent living facilities.~~displayed occupancies are on corporate-level. The occupancies are for the SNF portfolio only as can be seen in NHC’s public filings.

2 ~~Excluding~~There are no longer any significant PPP funds ~~received from~~included in any of the coverages above. SLC operates nine discretionary CCRC properties and one need driven assisted living community. Bickford proforma coverage at the restructured lease amount would be 1.39x for fourth quarter ~~2020, SLC and Bickford coverage was 1.10x and 1.03x, respectively.~~

3 ~~Excludes properties that have transitioned operators in past 24 months and includes properties classified as held for sale.~~2022.

~~These results~~Coverage ratios may include ~~any~~ amounts ~~received~~provided by state and ~~recognized~~federal government programs to support businesses, including health care providers, that have been impacted by the ~~operators from~~COVID-19 pandemic. These funds were largely distributed in 2020 and 2021 and as such do not substantially impact the HHS CARES Act Provider Relief Fund and funds received under the Paycheck Protection Program if the loan has been forgiven. Our operators may not consistently account for any COVID-19 pandemic relief funds received which can impact comparability among operators and across periods.reported coverage ratios.

Fluctuations in portfolio coverage are a result of market and economic trends, local market competition, and regulatory factors as well as the operational success of our tenants. We use the results of individual leases to inform our decision making with respect to specific tenants, but trends described above by property type and operator bear analysis. Our senior housing portfolio shows a decline brought about primarily by a softening in occupancy and rising expenses, including wage pressures. Additionally, the COVID-19 pandemic in the U.S. has further softened coverage for these operators as well as across our portfolio. For many of the affected operators, as is typical of our portfolio in general, NHI has security deposits in place and/or

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corporate guarantees should actual cash rental shortfalls eventually materialize. In certain instances, our operators may increase their security deposits with us in an amount equal to the coverage shortfall, and, upon subsequent compliance with the required lease coverage ratio, the operator would then be entitled to a full refund. The sufficiency of credit enhancements (e.g. tenant deposits and guarantees) as a protection against economic downturn will be a focus as ~~the~~we monitor economic ~~effects of the COVID-19 pandemic continue.~~and financial conditions. The metrics presented in the tables above give no effect to the presence of these security deposits. Because of the recent disposals of the Florida medical office building and the behavioral hospital, we combined the MOB and Hospital categories previously presented into the “Medical Non-SNF” category. Each MOB’s coverage is driven by the underlying performance of its on-campus hospital as the tenant or guarantor under the lease. As a result, it is typical for MOB operations to have large fluctuations in coverage resulting from hospital operations.

~~Other Portfolio Activity~~

~~Tenant Transitioning~~

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Nine properties were transitioned during 2019 to five new tenants following a period of non-compliance by the former operators. One property located in Tennessee was sold in the first quarter of 2022. The following table summarizes the transition properties during the three months ended March 31, 2022:

Occupancy1
Facility Name (New Tenant) Units State March 2021 June 2021 September 2021 December 2021 March 2022
Discovery Commons of College Park 148 IN 23.1% 36.7% 43.3% 46.6% 50.8%
The Charlotte (SLC) 99 NC 46.6% 57.1% 73.6% 76.6% 87.1%
Chancellor TX-IL portfolio2
196 IL/TX 54.4% 56.6% 62.8% 66.0% 64.3%
Beaver Dam Assisted Living (BAKA) 120 WI 60.4% 60.6% 57.9% 62.7% 62.0%
563 50.5% 54.7% 59.5% 62.7% 63.0%

1 ~~Monthly Average~~

2 Two Texas properties were classified as Assets Held for Sale on our Condensed Consolidated Balance Sheet as of March 31, 2022 and subsequently sold in the second quarter of 2022. Effective May 1, 2022 the three Illinois properties were transitioned to a new triple-net lease with an existing operator.

Real Estate and Mortgage Write-downs

In addition to ~~the impact of the COVID-19 pandemic,~~inflation risk and increased interest rates our borrowers and tenants experience periods of significant financial pressures and difficulties similar to those encountered by other health care providers. Our condensed consolidated financial statements for the three months ended March 31, ~~2022~~2023 reflect impairment charges of our long-lived assets of approximately ~~$24.6~~$0.3 million related to additional impairment charges of $2.4 million on one property previously classified as assets held for sale, $6.9 million related to one property classified as assets held for sale during the three months ending March 31, 2022 and $15.3 million on one property held in use as a result of ~~the COVID-19 pandemic~~economic and ~~other~~financial factors. We reduced the carrying value of ~~the~~any impaired ~~property~~properties to ~~its~~ estimated fair ~~value~~values, or with respect to the properties classified as held for sale, to ~~its~~ estimated fair value less costs to sell. We have no significant intangible assets currently recorded on our Condensed Consolidated Balance Sheet as of March 31, 2023, that would require assessment for impairment.

We have established a reserve for estimated credit losses of ~~$5.1~~$15.0 million and a liability of ~~$1.0~~$0.3 million for estimated credit losses on unfunded loan commitments as of March 31, ~~2022.~~2023. We evaluate the reserves for estimated credit losses on a quarterly basis and make adjustments based on current circumstances as considered necessary.

We believe that the carrying amounts of our real estate properties are recoverable and that mortgage and other notes receivable, net of reserves, are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make additional significant adjustments to these carrying amounts. Refer to Note. 3 in the condensed consolidated financial statements for more information.

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Results of Operations

The significant items affecting revenues and expenses are described below ($ in thousands):


		Three Months Ended									Three Months Ended
		March 31,				Period Change					March 31,				Period Change
		2022		2021		$		%			2023		2022		$		%
Revenues:	Revenues:									Revenues:
Rental income	Rental income									Rental income
SNFs leased to National HealthCare										SNFs leased to National HealthCare	$	10,115	$	8,337	$	1,778	21.3	%
SHOs leased to Bickford Senior Living	SHOs leased to Bickford Senior Living	$	5,176	$	6,671	$	(1,495)	(22.4)	%	SHOs leased to Bickford Senior Living	9,276		5,309		3,967		74.7	%
SHOs leased to Discovery Senior Living										SHOs leased to Discovery Senior Living	2,162		1,127		1,035		91.8	%

SHOs leased to Chancellor Health Care	SHOs leased to Chancellor Health Care	724		2,096		(1,372)		(65.5)	%	SHOs leased to Chancellor Health Care	1,969		544		1,425		NM
SHOs leased to Discovery Senior Living		1,176		2,416		(1,240)		(51.3)	%
SHOs leased to Wingate Healthcare		696		1,019		(323)		(31.7)	%
SHOs leased to Sante Partners		451		660		(209)		(31.7)	%
SNFs leased to Ignite Team Partners		409		602		(193)		(32.1)	%
SNFs leased to National HealthCare		8,337		8,482		(145)		(1.7)	%
SHOs leased to Navion Senior Solutions		615		470		145		30.9	%
SHOs leased to Senior Living Communities		11,775		11,441		334		2.9	%
SHOs leased to Ensign Group		6,374		6,012		362		6.0	%
HOSP leased to Vizion Health		855		—		855		NM
SHOs leased to Holiday		8,705		6,344		2,361		37.2	%

SHOs leased to Holiday Retirement										SHOs leased to Holiday Retirement	—		8,705		(8,705)		(100.0)	%
Other new and existing leases	Other new and existing leases	12,073		12,221		(148)		(1.2)	%	Other new and existing leases	34,474		32,318		2,156		6.7	%
Current year disposals and assets held for sale	Current year disposals and assets held for sale	3,076		9,913		(6,837)		(69.0)	%	Current year disposals and assets held for sale	2,587		4,102		(1,515)		(36.9)	%

		60,442		68,347		(7,905)		(11.6)	%		60,583		60,442		141		0.2	%
Straight-line rent adjustments, new and existing leases	Straight-line rent adjustments, new and existing leases	1,079		4,241		(3,162)		(74.6)	%	Straight-line rent adjustments, new and existing leases	2,097		1,079		1,018		94.3	%
Escrow funds received from tenants for taxes and insurance	Escrow funds received from tenants for taxes and insurance	3,038		2,161		877		40.6	%	Escrow funds received from tenants for taxes and insurance	2,619		3,038		(419)		(13.8)	%
Total Rental Income	Total Rental Income	64,559		74,749		(10,190)		(13.6)	%	Total Rental Income	65,299		64,559		740		1.1	%
Resident fees and services										Resident fees and services	11,700		—		11,700		NM
Interest income and other	Interest income and other									Interest income and other
Life Care Services mortgages and construction loans		2,065		3,178		(1,113)		(35.0)	%
Montecito Medical Real Estate loan		386		—		386		NM

Encore Senior Living mortgage loan	Encore Senior Living mortgage loan	722		327		395		NM		Encore Senior Living mortgage loan	868		523		345		66.0	%
Vizion Health loan		421		—		421		NM
Bickford construction loans		1,245		762		483		63.4	%

Loan payoffs										Loan payoffs	225		2,813		(2,588)		(92.0)	%
Other new and existing mortgages and notes	Other new and existing mortgages and notes	1,876		1,792		84		4.7	%	Other new and existing mortgages and notes	4,215		3,379		836		24.7	%
Total Interest Income from Mortgage and Other Notes	Total Interest Income from Mortgage and Other Notes	6,715		6,059		656		10.8	%	Total Interest Income from Mortgage and Other Notes	5,308		6,715		(1,407)		(21.0)	%
Other income	Other income	53		77		(24)		(31.2)	%	Other income	81		53		28		52.8	%
Total Revenues	Total Revenues	71,327		80,885		(9,558)		(11.8)	%	Total Revenues	82,388		71,327		11,061		15.5	%
Expenses:	Expenses:									Expenses:
Depreciation	Depreciation									Depreciation
SHOs leased to Senior Living Communities		3,594		3,853		(259)		(6.7)	%
SNFs leased to National HealthCare		351		426		(75)		(17.6)	%
HOSP leased to Vizion Health		260		—		260		NM
SHOs leased to Holiday										SHOs leased to Holiday	—		2,326		(2,326)		(100.0)	%

ALFs leased to Encore										ALFs leased to Encore	650		267		383		NM
Current year disposals and assets held for sale	Current year disposals and assets held for sale	632		3,064		(2,432)		(79.4)	%	Current year disposals and assets held for sale	45		1,194		(1,149)		(96.2)	%
Other new and existing assets	Other new and existing assets	13,435		13,463		(28)		(0.2)	%	Other new and existing assets	16,922		14,485		2,437		16.8	%
Total Depreciation	Total Depreciation	18,272		20,806		(2,534)		(12.2)	%	Total Depreciation	17,617		18,272		(655)		(3.6)	%
Interest	Interest	10,198		12,973		(2,775)		(21.4)	%	Interest	14,027		10,198		3,829		37.5	%
Senior housing operating expenses										Senior housing operating expenses	9,799		—		9,799		NM
Non-cash share-based compensation expense	Non-cash share-based compensation expense	5,083		5,446		(363)		(6.7)	%	Non-cash share-based compensation expense	2,105		5,083		(2,978)		(58.6)	%
Loan and realty losses (gains)		24,528		(50)		24,578		NM
Taxes and insurance on leased properties	Taxes and insurance on leased properties	3,038		2,161		877		40.6	%	Taxes and insurance on leased properties	2,619		3,038		(419)		(13.8)	%
Loan and realty (gains) losses										Loan and realty (gains) losses	(418)		24,528		(24,946)		NM
Legal	Legal	1,827		130		1,697		NM		Legal	122		1,827		(1,705)		(93.3)	%
Other expenses	Other expenses	3,262		2,776		486		17.5	%	Other expenses	3,731		3,262		469		14.4	%
Total Expenses	Total Expenses	66,208		44,242		21,966		49.6	%	Total Expenses	49,602		66,208		(16,606)		(25.1)	%
Income before investment and other gains and losses										Income before investment and other gains and losses	32,786		5,119		27,667		NM
Gains on sales of real estate, net										Gains on sales of real estate, net	1,397		2,981		(1,584)		(53.1)	%

Gains (losses) from equity method investment		297		(808)		1,105		NM
Gains on sales of real estate, net		2,981		—		2,981		NM
Gains from equity method investment										Gains from equity method investment	—		297		(297)		(100.0)	%

Loss on early retirement of debt	Loss on early retirement of debt	(151)		(451)		300		(66.5)	%	Loss on early retirement of debt	—		(151)		151		(100.0)	%

Net income	Net income	8,246		35,384		(27,138)		(76.7)	%	Net income	34,183		8,246		25,937		NM
Less: net loss attributable to noncontrolling interests										Less: net loss attributable to noncontrolling interests	301		153		148		96.7	%
Net income attributable to common stockholders										Net income attributable to common stockholders	$	34,484	$	8,399	$	26,085	NM

NM - not meaningful										NM - not meaningful

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Less: net loss (income) attributable to noncontrolling interests 153 (52) 205 NM
Net income attributable to common stockholders $ 8,399 $ 35,332 $ (26,933) (76.2) %
NM - not meaningful

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Financial highlights of the three months ended March 31, ~~2022,~~2023, compared to the same period of ~~2021~~2022 were as follows:

•Rental income ~~received~~recognized from our tenants ~~decreased $10.2~~increased $0.7 million, or ~~13.6%~~1.1%, primarily asfrom a ~~result~~reduction in pandemic-related rent concessions granted of approximately ~~$3.6~~$7.8 million, ~~in additional~~an increase of straight-line rent ~~concessions accounted for as either variable lease payments or as modified leases and $6.3~~of $1.0 million, ~~from properties disposed since April 1, 2021. These decreases were partially offset by the recognition of the Holiday lease deposit~~ and new investments funded since March ~~2021.~~

•~~Rental income includes a $3.2 million decrease~~2022. Offsetting these increases was recognition in ~~straight-line rent based on the timing and volume of new or modified leases and the overall rate of increase in existing leases and property dispositions since April 1, 2021. During~~ the first quarter of 2022 we impaired one property and wrote off approximately $1.5 million in a straight-line rent receivable. In addition, we wrote off approximately $0.7 million in a straight-line rent receivable upon transferring one property from a Bickfordof the Holiday lease ~~to a new operator.~~deposit of $8.8 million.

•Funds received for reimbursement of property operating expenses totaled $2.6 million for the three months ended March 31, 2023, compared to $3.0 million for the three months ended March 31, 2022, and are reflected as a component of rental income. These property operating expenses are recognized in operating expenses in the line item “Taxes and insurance on leased properties.” The ~~increase~~decrease in the reimbursement income and corresponding property expenses is ~~the result of additional~~primarily due to property dispositions since March 2022, resulting in decreased amounts received from tenants and expenses paid on their behalf.

•Resident fees and services and senior housing operating expenses include revenues and expenses from our SHOP activities which commenced on April 1, 2022. See Note 5 to the condensed consolidated financial statements.

•Interest income from ~~mortgage~~mortgages and other notes ~~increased $0.7~~decreased $1.4 million, or ~~10.8%~~21.0%, primarily due to paydowns on loans, net of new and existing loan ~~fundings, net of paydowns on loans.~~fundings.

•Interest expense ~~decreased $2.8~~increased $3.8 million, or ~~21.4%~~37.5%, primarily as athe result of increased interest rates and borrowings on the ~~expiration of our interest rate swap agreements on December 31, 2021 and the~~unsecured revolving credit facility, offset by partial repayments of ~~indebtedness, including~~term loans.

•Non-cash share-based compensation expense decreased $3.0 million in the ~~payoffs~~first quarter of 2023, due to the ~~convertible bond that matured~~reduced number of stock options granted in ~~April 2021 and $250.0 million on term loans.~~the first quarter of 2023 compared to the prior year’s grants.

•Loan and realty ~~losses (gains) increased $24.6~~gains were $0.4 million ~~primarily as~~associated with a ~~result~~decrease of the credit loss reserve of $0.8 million offset by real estate impairment charges on three ~~real estate~~ properties ~~of $24.6 million~~ in the first quarter of ~~2022~~2023 as described under the heading “Assets Held for Sale and ~~Impairment of Real Estate”~~Long-Lived Assets” in Note 3 to the condensed consolidated financial statements. During the first quarter of 2022, three real estate properties were impaired for a total of $24.6 million and an increase in the credit loss reserve of approximately $0.1 million.

•Legal ~~cost increased~~costs decreased $1.7 million primarily related to the Welltower, Inc. litigation and transition activities for the legacy Holiday ~~portfolio.~~portfolio that occurred in the prior year.

•Gains on sales of real estate, net were ~~$3.0~~$1.4 million ~~and related~~ primarily toassociated with the disposition of ~~a medical office building~~one property in the first quarter of ~~2022 as described~~2023 included in the assets disposition table under the heading “Assets Dispositions” in Note 3 to the condensed consolidated financial statements. During the first quarter of 2022, we disposed of a medical office building resulting in a gain of approximately $3.0 million.

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Liquidity and Capital Resources

At March 31, ~~2022,~~2023, we had ~~$615.0~~$485.0 million available to draw on our revolving credit facility, ~~$36.1~~$13.9 million in unrestricted cash and cash equivalents, and the potential to access ~~the remaining $417.4~~$500.0 million through the issuance of common stock under the Company’s ~~$500.0 million ATM~~at-the-market (“ATM”) equity program. In addition, the Company maintains an effective automatic shelf registration statement through which capital could be raised via the issuance of debt and or equity securities.

Sources and Uses of Funds

Our primary sources of cash include rent payments, receipts from residents, principal and interest payments on mortgage and other notes receivable, proceeds from the sales of real property, net proceeds from offerings of equity securities and borrowings from our loans and revolving credit facility. Our primary uses of cash include debt service payments (both principal and interest), new investments in real estate and notes receivable, dividend distributions to our stockholders, operating expenses for SHOP and general corporate overhead.

These sources and uses of cash are reflected in our Condensed Consolidated Statements of Cash Flows as summarized below (($ in thousands):


		Three Months Ended March 31,				One Year Change					Three Months Ended March 31,				One Year Change
		2022		2021		$		%			2023		2022		$		%
Cash and cash equivalents and restricted cash, January 1	Cash and cash equivalents and restricted cash, January 1	$	39,485	$	46,343	$	(6,858)	(14.8)	%	Cash and cash equivalents and restricted cash, January 1	$	21,516	$	39,485	$	(17,969)	(45.5)	%
Net cash provided by operating activities	Net cash provided by operating activities	38,680		56,912		(18,232)		(32.0)	%	Net cash provided by operating activities	31,048		38,680		(7,632)		(19.7)	%
Net cash used in investing activities	Net cash used in investing activities	(2,060)		(9,133)		7,073		(77.4)	%	Net cash used in investing activities	(27,521)		(2,060)		(25,461)		NM
Net cash (used in) provided by financing activities		(36,177)		22,106		(58,283)		NM
Net cash used in financing activities										Net cash used in financing activities	(9,516)		(36,177)		26,661		(73.7)	%
Cash and cash equivalents and restricted cash, March 31	Cash and cash equivalents and restricted cash, March 31	$	39,928	$	116,228	$	(76,300)	(65.6)	%	Cash and cash equivalents and restricted cash, March 31	$	15,527	$	39,928	$	(24,401)	(61.1)	%

Operating Activities – Net cash provided by operating activities for the three months ended March 31, ~~2022,~~2023, which includes new investments completed, the SHOP ventures, lease payment collections arising from escalators on existing leases and interest payments on new real estate and note investments completed, was impacted by the disposition of 24 senior housing properties for net proceeds of approximately ~~$3.6~~$165.8 million ~~in additional~~since March 2022, offset by reduced pandemic-related rent concessions granted ~~for the first quarter 2022 and properties disposed since April 1, 2021.~~by approximately $7.8 million.

Investing Activities – Net cash used in investing activities for the three months ended March 31, ~~2022~~2023 was comprised primarily of approximately ~~$16.5~~$47.4 million of investments in mortgage and other notes and renovations and acquisitions of real estate, offset by the proceeds from the sales of real estate of approximately ~~$13.2~~$10.2 million and the collection of principal on mortgage and other notes receivable of approximately ~~$1.0~~$7.2 million.

Financing Activities – Net cash used in financing activities for the three months ended March 31, ~~2022~~2023 differs from the same period in ~~2021~~2022 primarily as a result of an approximately ~~$18.8~~$18.0 million ~~decrease~~increase in net borrowings, ~~inclusive~~an increase of ~~a $400.0~~$2.0 million ~~senior note offering~~ in ~~the first quarter of 2021, an approximately $48.0 million~~contributions from noncontrolling interests, a decrease in ~~proceeds from~~debt issuance cost of ~~common shares~~$4.5 million and a decrease in dividend payments ~~which decreased~~ approximately ~~$8.6~~of $2.2 million over the same period in ~~2021.~~2022.

Debt Obligations

As of March 31, ~~2022,~~2023, we had outstanding debt of $1.2 billion. Reference Note 68 to the condensed consolidated financial statements for additional information about our outstanding indebtedness. Also, reference ~~“Item 3. Quantitative~~Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for more details on our indebtedness and the impact of interest rate risk.

Unsecured Bank Credit Facility - On March 31, 2022, we entered into a new unsecured revolving credit agreement (the “2022 Credit Agreement”) providing us with a $700.0 million unsecured revolving credit facility, replacing our previous $550.0 million unsecured revolver. The 2022 Credit Agreement matures in March 2026, but may be extended at our option, subject to the satisfaction of certain conditions, for two additional six-month periods. Borrowings under the 2022 Credit Agreement bear interest, at our election, at ~~either~~one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40%, (ii) Daily SOFR (plus a credit spread adjustment) plus a margin ranging from 0.725% to 1.40% or (iii) the base rate plus a margin ranging from 0.00% to 0.40%. In each election, the actual margin is determined according to our credit ratings. The base rate means, for any day, a fluctuating rate per annum equal to the highest of (i) the ~~Agent’s~~agent’s prime rate, (ii) the federal funds rate on such day plus 0.50% or (iii) the adjusted Term SOFR for a ~~one-month~~one-

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month tenor in effect on such day plus 1.0%. We incurred $4.5 million of deferred costs in connection with the 2022 Credit Agreement.

~~Table of Contents~~

~~Concurrently with the execution of the 2022 Credit Agreement, we amended our $300.0~~We have a $220.0 million term loan, maturing in September 2023 (“~~2018~~2023 Term Loan”) ~~maturing in September 2023. The amendment modifies the existing~~whose covenants to align with provisions in the 2022 Credit Agreement and ~~to accrue~~ interest accrues on borrowings based on SOFR (plus a credit spread adjustment) ~~that was previously based on LIBOR, with no change to the existing applicable interest rate margins.~~. We may also elect for the ~~2018~~2023 Term Loan to accrue interest at a base rate plus the applicable margin.

In March 2022, we repaid a $75.0 million term loan maturing August 2022 with proceeds from the revolving credit facility. The term loan bore interest at a rate of 30-day LIBOR plus 135 basis points (“bps”), based on our credit ratings. Upon repayment, we expensed approximately $0.2 million of unamortized loan costs associated with this loan which is included in “~~Loss on early retirement of debt” in our Consolidated Statement of Income for~~ For the three months ended March 31, ~~2022.~~2023, we repaid $20.0 million of the 2023 Term Loan.

As of March 31, ~~2022,~~2023, the revolver and term loan bore interest at a rate of one-month Term SOFR (plus a 10 ~~bps~~basis points (“bps”) spread adjustment) plus 105 bps and 125 bps, based on our debt ratings, or ~~1.46%~~5.95% and ~~1.66%~~6.15%, respectively. The facility fee was 25 bps per annum. At April 30, ~~2022, $85.0~~2023, $201.0 million amount was outstanding under the revolving facility.

In January 2023, we repaid the $125.0 million of the private placement notes due January 2023 primarily with proceeds from the revolving credit facility.

The current SOFR spreads and facility fee for our ~~unsecured~~ revolving credit facility and ~~$300.0 million term loan~~the 2023 Term Loan reflect our ratings compliance based on the applicable margin for SOFR loans at a debt rating of BBB-/Baa3 in the Interest Rate Schedule provided below in summary format:

Interest Rate Schedule


	SOFR Spread
Debt Ratings	Revolver	Revolver Facility Fee	$300m Term Loan
A+/A1	0.725%	0.125%	0.75%
A/A2	0.725%	0.125%	0.80%
A-/A3	0.725%	0.125%	0.85%
BBB+/Baa1	0.775%	0.150%	0.90%
BBB/Baa2	0.850%	0.200%	1.00%
BBB-/Baa3	1.050%	0.250%	1.25%
Lower than BBB-/Baa3	1.400%	0.300%	1.65%

Beyond the applicable ratios detailed above, if our credit rating from at least two credit rating agencies is downgraded below “BBB-/Baa3” the debt under our credit agreements will be subject to defined increases in interest rates and fees.

The 2022 Credit Agreement requires that we calculate specified financial statement metrics and meet or exceed a variety of financial ratios, which are usual and customary in nature. These ratios are calculated quarterly and as of March 31, ~~2022,~~2023, were within required limits. The calculation of our leverage ratio involves intermediate determinations of our “total indebtedness” and of our “total asset value,” as defined in the 2022 Credit Agreement.

2031 Senior Notes ~~Offering~~ - In January 2021, we issued $400.0 million aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). ~~We remain~~The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants. As of March 31, 2023, we were in compliance with all ~~debt~~affirmative and negative covenants, ~~under the unsecured bank credit facility,~~including financial covenants for our 2031 Senior Notes ~~and other debt agreements.~~borrowings.

Debt Maturities - Reference Note 68 to the condensed consolidated financial statements for more information on our debt maturities.

Credit Ratings - Moody's Investors Services (“Moody's”) announced on November 5, 2020 that it assigned an investment grade issuer credit rating and a senior unsecured debt rating of ‘Baa3’ with a “Negative” outlook to the Company. Moody’s released a credit opinion on October ~~31, 2021~~13, 2022 which affirmed the rating and revised the outlook to “Stable” for the Company. Both Fitch and S&P Global announced in November 2019 a public issuer credit rating of BBB- with an outlook of “Stable.” Fitch ~~confirmed~~reaffirmed its rating most recently on ~~December 9, 2021~~April 10, 2023 and S&P Global ~~confirmed~~reaffirmed its rating on November ~~16, 2021.~~14, 2022. Our unsecured private placement term loan agreements include a rate increase provision that is effective if any rating agency lowers our credit rating below investment grade and our compliance leverage increases to 50% or more. Any reduction in outlook or downgrade in our credit ratings from the rating agencies could negatively impact our costs of borrowings.

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Debt Metrics - We believe that our fixed charge coverage ratio, which is the ratio of Adjusted EBITDA (earnings before interest, taxes, depreciation and amortization, including amounts in discontinued operations, excluding real estate asset impairments and gains on dispositions) to fixed charges (interest expense at contractual rates net of capitalized interest and principal payments on debt), and the ratio of consolidated net debt to Adjusted EBITDA are meaningful measures of our ability to service our debt. We use these two measures as a useful basis to compare the strength of our balance sheet with those in our peer group. We also believe our balance sheet gives us a competitive advantage when accessing debt markets.

We calculate our fixed charge coverage ratio as approximately ~~6.6x~~4.6x for the three months ended March 31, ~~2022~~2023 (see our discussion under the heading Adjusted EBITDA below including a reconciliation to our net income). Giving effect to significant acquisitions, financings, disposals and payoffs on an annualized basis, our consolidated net debt to Annualized Adjusted EBITDA ratio is approximately ~~4.9x~~4.6x for the three months ended March 31, ~~2022~~2023 ($ in thousands):


Consolidated Total Debt	$	~~1,249,044~~1,176,014
Less: cash and cash equivalents	~~(36,121)~~(13,875)
Consolidated Net Debt	$	~~1,212,923~~1,162,139

Adjusted EBITDA	$	~~61,475~~62,190
Annualizing ~~Adjustment~~adjustment	~~184,425~~186,570
Annualized impact of recent investments, disposals and payoffs	~~(42)~~2,086
	$	~~245,858~~250,846

Consolidated Net Debt to Annualized Adjusted EBITDA	~~4.9x~~4.6x

Supplemental Guarantor Financial Information

The Company’s ~~$1.0 billion~~$920.0 million bank credit facility, unsecured private placement ~~term loans due January 2023 through January 2027~~notes with an aggregate principal amount of $275.0 million, and 2031 Senior Notes with an aggregate principal amount of $400.0 million ~~and 2031 Senior Notes~~ are fully and unconditionally guaranteed on a senior unsecured basis by each of the Company’s subsidiaries, except for certain excluded subsidiaries (“Guarantors”). The Guarantors are either owned or controlled by, or are affiliates of the Company.

The following tables present summarized financial information for the Company and the Guarantors, on a combined basis after eliminating (i) intercompany transactions and balances among the guarantor entities and (ii) equity in earnings from, and any investments in, any subsidiary that is a non-guarantor ($ in thousands):


	As of
	March 31, ~~2022~~2023
Real estate properties, net	$	~~1,865,781~~1,839,729
Other assets, net	~~567,093~~325,856
Note receivable due from non-guarantor subsidiary	~~81,396~~81,395
Totals assets	$	~~2,514,270~~2,246,980

Debt	$	~~1,172,598~~1,099,949
Other liabilities	~~62,472~~65,782
Total liabilities	$	~~1,235,070~~1,165,731

~~Noncontrolling~~Redeemable noncontrolling interest	$	~~169~~9,520
Noncontrolling interests	$	1,023

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	Three Months Ended
	March 31, ~~2022~~2023
Revenues	$	~~62,055~~73,379
Interest revenue on note due from non-guarantor subsidiary	1,148
Expenses	~~62,500~~44,700
~~Loss from equity method investee~~	~~297~~
Gains on sales of real estate	~~2,981~~1,397
~~Loss on early retirement of debt~~	~~(151)~~

Net income	$	~~3,830~~31,224
Net income attributable to NHI and the subsidiary guarantors	$	~~3,983~~31,524

Equity

At March 31, ~~2022~~2023 we had ~~45,850,868~~43,388,742 shares of common stock outstanding with a market value of ~~$2.7~~$2.2 billion. Equity on our Condensed Consolidated Balance Sheet totaled ~~$1.5 billion.~~$1.3 billion at March 31, 2023.

Share Repurchase Plan - On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock. The Revised Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Exchange Act and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.

Dividends - Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statements purposes determined in accordance with U.S. generally accepted accounting principles. Our Board of Directors has historically directed the Company toward maintaining a strong balance sheet. Therefore, we consider the competing interests of short and long-term debt (interest rates, maturities and other terms) versus the higher cost of new equity, and we accept some level of risk associated with leveraging our investments. We intend to continue to make new investments that meet our underwriting criteria and where the spreads over our cost of equity and debt capital on a leverage neutral basis will generate sufficient returns to our stockholders. We do not expect to utilize borrowings to satisfy the payment of dividends and project that cash flows from operations for the full year ~~2022~~2023 will be adequate to fund dividends at the current rate.

We intend to comply with REIT dividend requirements that we distribute at least 90% of our annual taxable income for the year ending December 31, ~~2022~~2023 and thereafter. Historically, the Company has distributed at least 100% of annual taxable income. Dividends declared for the fourth quarter of each fiscal year are paid by the end of the following January and are, with some exceptions, treated for tax purposes as having been paid in the fiscal year just ended as provided in ~~IRS~~Internal Revenue Code ~~Sec.~~Section 857(b)(8).

The following table summarizes dividends declared by the Board of Directors or paid during the three months ended March 31, ~~2022~~2023 and ~~2021:~~2022:

Three Months Ended March 31, 2023

Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 6, 2022

December 30, 2022

January 27, 2023

$0.90

February 17, 2023

March 31, 2023

May 5, 2023

$0.90

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Three Months Ended March 31, 2022

Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 5, 2021

December 31, 2021

January 31, 2022

$0.90

February 16, 2022

March 31, 2022

May 6, 2022

$0.90

~~Three Months Ended March 31, 2021~~

~~Date of Declaration~~

~~Date of Record~~

~~Date Paid/Payable~~

~~Quarterly Dividend~~

~~December 15, 2020~~

~~December 31, 2020~~

~~January 29, 2021~~

~~$1.1025~~

~~March 12, 2021~~

~~March 31, 2021~~

~~May 7, 2021~~

~~$1.1025~~

On May ~~6, 2022,~~5, 2023, the Board of Directors declared a $0.90 per share dividend to common stockholders of record on June 30, ~~2022,~~2023, payable on August ~~5, 2022.~~

~~Share Repurchase Plan -~~ On April 15, 2022, the Company’s Board of Directors approved a stock repurchase plan for up to $240 million of the Company’s common stock. The plan is effective for a period of one year. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Securities Exchange Act of 1934 as amended and shall be made in accordance

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with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations. The stock repurchase plan does not obligate the Company to repurchase any specific number of shares and may be suspended or discontinued at any time.4, 2023.

Shelf Registration Statement - We have an automatic shelf registration statement on file with the ~~Securities and Exchange Commission~~SEC that allows the Company to offer and sell to the public an unspecified amount of common stock, preferred stock, debt securities, warrants and or units at prices and on terms to be announced when and if such securities are offered. The details of any future offerings, along with the use of proceeds from any securities offered, will be described in a prospectus supplement or other offering materials, at the time of offering. Our shelf registration statement expires in March ~~2023.~~2026.

Material Cash Requirements

We had approximately ~~$61.9~~$14.6 million in ~~unrestricted~~corporate cash and cash equivalents on hand and ~~$615.0~~$499.0 million in availability under our unsecured revolving credit facility as of April 30, ~~2022.~~2023. Our expected material cash requirements for the twelve months ended March 31, ~~2023~~2024 and thereafter consist of long-term debt maturities; interest on long-term debt; and contractually obligated expenditures. We expect to meet our short-term liquidity needs largely through cash generated from operations and borrowings under our revolving credit facility, refer to Unsecured Bank Credit Facility discussion above, and sales from real estate investments, although we may choose to seek alternative sources of liquidity. Should we have additional liquidity needs, we believe that we could access long-term financing in the debt and equity capital markets.

During the first quarter of 2023, we worked with our primary treasury management bank to mitigate our uninsured deposit risk for our cash and cash equivalents through the use of multiple demand deposit and money market accounts that are managed by our primary treasury management bank.

Contractual Obligations and Contingent Liabilities

As of March 31, ~~2022,~~2023, our contractual payment obligations were as follows ($ in thousands):


		Total		Less than 1 year		1-3 years		3-5 years		More than 5 years			Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Debt, including interest1	Debt, including interest1	$	1,341,809	$	163,462	$	458,247	$	322,941	$	397,159	Debt, including interest1	$	1,278,488	$	316,402	$	246,046	$	318,559	$	397,481
Loan commitments												Loan commitments	51,740		21,995		29,745		—		—
Development commitments	Development commitments	7,436		7,436		—		—		—		Development commitments	6,088		6,088		—		—		—
Loan commitments		86,617		52,371		34,246		—		—
		$	1,435,862	$	223,269	$	492,493	$	322,941	$	397,159		$	1,336,316	$	344,485	$	275,791	$	318,559	$	397,481

1 Interest is calculated based on the weighted average interest rate of outstanding debt balances as of March 31, ~~2022.~~2023. The calculation also includes a facility fee of 0.20%.

Commitments and Contingencies

The following tables summarize information as of March 31, ~~2022~~2023 related to our outstanding commitments and contingencies which are more fully described in the notes to the condensed consolidated financial statements ($ in thousands):


		Asset Class	Type	Total		Funded		Remaining			Asset Class	Type	Total		Funded		Remaining
Loan Commitments:	Loan Commitments:									Loan Commitments:
LCS Sagewood Note A		SHO	Construction	$	118,800	$	(111,271)	$	7,529
Bickford Senior Living	Bickford Senior Living	SHO	Construction	14,200		(10,285)		3,915		Bickford Senior Living	SHO	Construction	$	14,700	$	(14,700)	$	—
Encore Senior Living	Encore Senior Living	SHO	Construction	61,500		(33,010)		28,490		Encore Senior Living	SHO	Construction	50,725		(39,754)		10,971
Senior Living Communities	Senior Living Communities	SHO	Revolving Credit	20,000		(14,341)		5,659		Senior Living Communities	SHO	Revolving Credit	20,000		(17,500)		2,500
Timber Ridge OpCo	Timber Ridge OpCo	SHO	Working Capital	5,000		—		5,000		Timber Ridge OpCo	SHO	Working Capital	5,000		—		5,000
Watermark Retirement	Watermark Retirement	SHO	Working Capital	5,000		(3,223)		1,777		Watermark Retirement	SHO	Working Capital	5,000		(1,476)		3,524
Montecito Medical Real Estate	Montecito Medical Real Estate	MOB	Mezzanine Loan	50,000		(15,754)		34,246		Montecito Medical Real Estate	MOB	Mezzanine Loan	50,000		(20,255)		29,745
				$	274,500	$	(187,884)	$	86,616				$	145,425	$	(93,685)	$	51,740

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See Note 79 to our condensed consolidated financial statements for further details ofabout our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees.

In the first quarter of 2022, we received notice of a borrower’s intent to retire senior notes with an aggregate outstanding balance of approximately $111.3 million. The notes bear interest at 7.35% and have a scheduled maturity in December 2028.

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The credit loss liability for unfunded loan commitments was ~~$1.0~~$0.3 million as of March 31, ~~2022~~2023 and is estimated using the same methodology as for our funded mortgage and other notes receivable based on the estimated amount that we expect to fund.
Asset Class Type Total Funded Remaining
Development Commitments:
Woodland Village SHO Renovation $ 7,515 $ (7,425) $ 90
Senior Living Communities SHO Renovation 9,930 (9,930) —
Discovery Senior Living SHO Renovation 900 (900) —
   Watermark Retirement SHO Renovation 6,500 (4,436) 2,064
   Navion SHO Renovation 3,650 (600) 3,050
   Other SHO Various 2,800 (568) 2,232
$ 31,295 $ (23,859) $ 7,436


	Asset Class	Type	Total		Funded		Remaining
Development Commitments:
Woodland Village	SHO	Renovation	$	7,515	$	(7,425)	$	90
Watermark Retirement	SHO	Renovation	6,500		(6,500)		—
Navion	SHO	Renovation	3,500		(1,075)		2,425
Other	SHO	Various	4,150		(1,442)		2,708
SHOP	ILF	Renovation	1,500		(635)		865
			$	23,165	$	(17,077)	$	6,088

In addition to the commitments listed above, ~~Discovery~~one of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to Discovery ~~for funding~~to fund up to $2.0 million toward the purchase of condominium units located at one of the facilities, of which $1.0 million has been funded as of March 31, ~~2022.~~

Asset Class Total Funded Remaining
Contingencies (Lease Inducements):
Timber Ridge OpCo SHO $ 10,000 $ — $ 10,000
Comfort Care Senior Living SHO 6,000 — 6,000
Wingate Healthcare SHO 5,000 — 5,000
Navion Senior Solutions SHO 4,850 (1,500) 3,350
Discovery Senior Living SHO 4,000 — 4,000
Ignite Medical Resorts SNF 2,000 — 2,000
Sante Partners SHO 2,000 — 2,000
$ 33,850 $ (1,500) $ 32,350
2023.

We adjust rental income for the amortization of lease inducements paid to our tenants. Amortization of lease inducement payments against revenues was $0.3 million for both three months ending March 31, 2022 and 2021.


	Asset Class	Total		Funded		Remaining
Contingencies (Lease Inducements):
Timber Ridge OpCo	SHO	$	10,000	$	(10,000)	$	—
Wingate Healthcare	SHO	5,000		—		5,000
Navion Senior Solutions	SHO	4,850		(2,700)		2,150
Discovery Senior Living	SHO	4,000		—		4,000
Ignite Medical Resorts	SNF	2,000		—		2,000
Sante Partners	SHO	2,000		—		2,000
IntegraCare	SHO	750		—		750
		$	28,600	$	(12,700)	$	15,900

Litigation

Our facilities are subject to claims and suits in the ordinary course of business. Our ~~lessees~~managers, tenants and borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from the operation of the facilities, and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. In addition, such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings relate to our SHOP segment. While there may be lawsuits pending against us and certain of the owners and/or lessees of the facilities, management believes that the ultimate resolution of all such pending proceedings will have no direct material adverse effect on our financial condition, results of operations or cash flows.

~~Welltower, Inc.~~

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~~new conditions outside the assignment agreement or force a sale of the properties to the Defendants. The lawsuit further asserted that the Defendants owed unpaid contractual rent.~~

NHI and certain of its subsidiaries terminated the master lease with Well Churchill Leasehold Owner, LLC as successor in interest to NHI Master Tenant LLC, effective April 1, 2022, upon completion of the transition of the properties subject to the master lease, as follows: (i) one property was sold to a third party, (ii) one property was transitioned to an existing operator relationship and leased pursuant to an existing master lease, and (iii) the remaining 15 properties were transitioned into two new SHOP partnership ventures. See Note 3 for more information on these new ventures.

FFO & FAD

~~These~~The supplemental performance measures described below may not be comparable to similarly titled measures used by other REITs. Consequently, our Funds From Operations (“FFO”), Normalized FFO and Normalized Funds Available for Distribution (“FAD”) 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 these measures, caution should be exercised when comparing our FFO, Normalized FFO and Normalized FAD to that of other REITs. These measures do not represent cash generated from operating activities in accordance with ~~generally accepted accounting principles (“GAAP”)~~GAAP (these measures do not include changes in operating assets and liabilities) and therefore should not be considered an alternative to net earnings as an indication of performance, or to net cash flow from operating activities as determined by GAAP as a measure of liquidity, and are not necessarily indicative of cash available to fund cash needs. ~~Beginning in the first quarter~~

Table of ~~2021, the Company no longer presented Adjusted Funds From Operations as a supplemental measure of operating performance.~~Contents

Funds From Operations - FFO

Our FFO per diluted common share for the three months ended March 31, ~~2022 decreased $0.18~~2023 increased $0.11 or ~~14.6%~~10.5% over the same period in ~~2021~~2022 due primarily to ~~the effects~~a reduction of the COVID-19 pandemic and increased legal fees of $1.7 million for the Welltower litigation and transition activities for the legacy Holiday portfolio, partially offset by the recognition of the Holiday lease deposit of $8.8 million in rental income, reduced interest expense and new investments completedpandemic-related rent concessions since March ~~2021.~~2022. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, impairments of real estate, and real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities.

Our Normalized FFO per diluted common share for the three months ended March 31, ~~2022 decreased $0.14~~2023 increased $0.01 or ~~11.3%~~0.9% over the same period in 2021 due primarily to the effects of the COVID-19 pandemic and increased legal fees of $1.7 million for the Welltower litigation and transition activities for the legacy Holiday portfolio, partially offset by the recognition of the Holiday lease deposit of $8.8 million in rental income, reduced interest expense and new investments completed since March 2021.2022. Normalized FFO excludes from FFO certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing FFO for the current period to similar prior periods, and may include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of non-real estate assets and liabilities, and recoveries of previous write-downs.

FFO and Normalized FFO are important supplemental measures of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires depreciation (except on land), such accounting presentation implies

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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 REIT 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 REIT industry to address this issue.

Funds Available for Distribution - FAD

Our Normalized FAD for the three months ended March 31, ~~2022~~2023 decreased ~~$6.9~~$4.9 million or ~~11.54%~~9.36% over the same period in ~~2021~~2022 due primarily to the effects of the COVID-19 pandemic and increased legal fees of $1.7 million for the Welltower litigation and transition activities for the legacy Holiday portfolio, partially offset by the recognition of the Holiday lease deposit of $8.8 millionan increase in ~~rental income, reduced~~ interest expense, an increase in payroll and ~~new investments~~benefits expenses and property dispositions completed since March ~~2021.~~2022. In addition to the adjustments included in the calculation of Normalized FFO, Normalized FAD excludes the impact of any straight-line lease revenue, amortization of the original issue discount on our senior unsecured notes and amortization of debt issuance ~~costs,~~costs. We also adjust Normalized FAD for the net change in our allowance for expected credit losses, non-cash ~~stock based~~share-based compensation as well as certain non-cash items related to our equity method ~~investment.~~investment such as straight-line lease expense and amortization of purchase accounting adjustments.

Normalized FAD is an important supplemental performance measure for a ~~REIT.~~REIT and a useful measure of liquidity as an indicator of the ability to distribute dividends to stockholders. GAAP requires a lessor to recognize contractual lease payments into income on a straight-line basis over the expected term of the lease. This straight-line adjustment has the effect of reporting lease income that is significantly more or less than the contractual cash flows received pursuant to the terms of the lease agreement. GAAP also requires any discount or premium related to indebtedness and debt issuance costs to be amortized as non-cash adjustments to earnings. We also adjust Normalized FAD for the net change in our allowance for expected credit losses, non-cash stock based compensation as well as certain non-cash items related to our equity method investments such as straight-line lease expense and amortization of purchase accounting adjustments. Normalized FAD is an important supplemental measure of liquidity for a REIT as a useful indicator of the ability to distribute dividends to stockholders.

The following table reconciles net income, the most directly comparable GAAP metric, to FFO, Normalized FFO and Normalized FAD and is presented for both basic and diluted weighted average common shares ($ in thousands, except share and per share amounts):

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		Three Months Ended				Three Months Ended
		March 31,				March 31,
		2022		2021				2023		2022
Net income attributable to common stockholders	Net income attributable to common stockholders	$	8,399	$	35,332		Net income attributable to common stockholders	$	34,484	$	8,399
Elimination of certain non-cash items in net income:	Elimination of certain non-cash items in net income:						Elimination of certain non-cash items in net income:
Depreciation		18,272		20,806
Depreciation related to noncontrolling interests		(210)		(210)
Real estate depreciation							Real estate depreciation	17,518		18,272
Real estate depreciation related to noncontrolling interests							Real estate depreciation related to noncontrolling interests	(396)		(210)
Gains on sales of real estate, net	Gains on sales of real estate, net	(2,981)		—			Gains on sales of real estate, net	(1,397)		(2,981)
Impairments of real estate	Impairments of real estate	24,604		—			Impairments of real estate	338		24,604
NAREIT FFO attributable to common stockholders	NAREIT FFO attributable to common stockholders	48,084		55,928			NAREIT FFO attributable to common stockholders	50,547		48,084

Loss on early retirement of debt	Loss on early retirement of debt	151		451			Loss on early retirement of debt	—		151
Non-cash write-off of straight-line rent receivable		2,139		—
Non-cash write-offs of straight-line receivable and lease incentives							Non-cash write-offs of straight-line receivable and lease incentives	—		2,139
Non-cash rental income							Non-cash rental income	(2,500)		—

Normalized FFO attributable to common stockholders	Normalized FFO attributable to common stockholders	50,374		56,379			Normalized FFO attributable to common stockholders	48,047		50,374
Straight-line lease revenue, net	Straight-line lease revenue, net	(3,219)		(4,241)			Straight-line lease revenue, net	(2,097)		(3,219)
Straight-line lease revenue, net, related to noncontrolling interests	Straight-line lease revenue, net, related to noncontrolling interests	22		24			Straight-line lease revenue, net, related to noncontrolling interests	24		22
Non-real estate depreciation							Non-real estate depreciation	98		—
Non-real estate depreciation related to noncontrolling interest							Non-real estate depreciation related to noncontrolling interest	(9)		—
Amortization of lease incentives	Amortization of lease incentives	252		260			Amortization of lease incentives	299		252
Amortization of lease incentive related to noncontrolling interests							Amortization of lease incentive related to noncontrolling interests	(53)		—
Amortization of original issue discount	Amortization of original issue discount	80		54			Amortization of original issue discount	80		80
Amortization of debt issuance costs	Amortization of debt issuance costs	562		705			Amortization of debt issuance costs	526		562
Amortization related to equity method investment	Amortization related to equity method investment	(236)		535			Amortization related to equity method investment	(291)		(236)
Straight-line lease expense related to equity method investment	Straight-line lease expense related to equity method investment	(8)		25			Straight-line lease expense related to equity method investment	(4)		(8)
Note receivable credit loss expense		(76)		(50)
Note receivable credit loss benefit							Note receivable credit loss benefit	(756)		(76)

Non-cash share-based compensation	Non-cash share-based compensation	5,083		5,446			Non-cash share-based compensation	2,105		5,083
Equity method investment capital expenditures	Equity method investment capital expenditures	(105)		(105)			Equity method investment capital expenditures	(105)		(105)
Equity method investment non-refundable fees received	Equity method investment non-refundable fees received	(60)		519			Equity method investment non-refundable fees received	239		(60)

Senior housing portfolio recurring capital expenditures							Senior housing portfolio recurring capital expenditures	(407)		—
SHOP recurring capital expenditures related to noncontrolling interests							SHOP recurring capital expenditures related to noncontrolling interests	43		—
Normalized FAD attributable to common stockholders	Normalized FAD attributable to common stockholders	$	52,669	$	59,551		Normalized FAD attributable to common stockholders	$	47,739	$	52,669

BASIC	BASIC						BASIC
Weighted average common shares outstanding	Weighted average common shares outstanding	45,850,686		45,305,087			Weighted average common shares outstanding	43,388,742		45,850,686
NAREIT FFO attributable to common stockholders per share	NAREIT FFO attributable to common stockholders per share	$	1.05	$	1.23		NAREIT FFO attributable to common stockholders per share	$	1.16	$	1.05
Normalized FFO attributable to common stockholders per share	Normalized FFO attributable to common stockholders per share	$	1.10	$	1.24		Normalized FFO attributable to common stockholders per share	$	1.11	$	1.10

DILUTED	DILUTED						DILUTED
Weighted average common shares outstanding	Weighted average common shares outstanding	45,851,061		45,357,773			Weighted average common shares outstanding	43,391,429		45,851,061
NAREIT FFO attributable to common stockholders per share	NAREIT FFO attributable to common stockholders per share	$	1.05	$	1.23		NAREIT FFO attributable to common stockholders per share	$	1.16	$	1.05
Normalized FFO attributable to common stockholders per share	Normalized FFO attributable to common stockholders per share	$	1.10	$	1.24		Normalized FFO attributable to common stockholders per share	$	1.11	$	1.10

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Adjusted EBITDA

We consider Adjusted EBITDA to be an important supplemental measure because it provides information which we use to evaluate our performance and serves as an indication of our ability to service debt. We define Adjusted EBITDA as consolidated earnings before interest, taxes, depreciation and amortization, excluding real estate asset impairments and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods. These items include, but are not limited to, impairment of non-real estate assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, and recoveries of previous write-downs. Adjusted EBITDA also includes our proportionate share of unconsolidated equity method ~~investments~~investment presented on a similar basis. Since others may not use our definition of Adjusted EBITDA, caution should be exercised when comparing our Adjusted EBITDA to that of other companies.

The following table reconciles net income, the most directly comparable GAAP metric, to Adjusted EBITDA ($ in thousands):

Three Months Ended
March 31,
2022 2021
Net income $ 8,246 $ 35,384
Interest expense 10,198 12,973
Franchise, excise and other taxes 244 233
Depreciation 18,272 20,806
NHI’s share of EBITDA adjustments for unconsolidated entities 678 688
Note receivable credit loss expense (76) (50)
Gains on sales of real estate, net (2,981) —
Loss on early retirement of debt 151 451
Impairment of real estate 24,604 —
Non-cash write-off of straight-line rent receivable 2,139 —
Adjusted EBITDA $ 61,475 $ 70,485
Interest expense at contractual rates $ 9,558 $ 10,452
Interest rate swap payments, net — 1,778
Principal payments 98 94
Fixed Charges $ 9,656 $ 12,324
Fixed Charge Coverage 6.4x 5.7x


	Three Months Ended
	March 31,
	2023		2022
Net income	$	34,183	$	8,246
Interest expense	14,027		10,198
Franchise, excise and other taxes	183		244
Depreciation	17,617		18,272
NHI’s share of EBITDA adjustments for unconsolidated entities	495		678
Note receivable credit loss benefit	(756)		(76)
Gains on sales of real estate, net	(1,397)		(2,981)


Loss on early retirement of debt	—		151
Impairment of real estate	338		24,604



Non-cash write-off of straight-line rents receivable and lease amortization	—		2,139
Non-cash rental income	(2,500)		—
Adjusted EBITDA	$	62,190	$	61,475

Interest expense at contractual rates	$	13,440	$	9,558

Principal payments	103		98
Fixed Charges	$	13,543	$	9,656

Fixed Charge Coverage	4.6x		6.4x

For all periods presented, EBITDA reflects GAAP interest expense, which excludes amounts capitalized during the period.

Net Operating Income

Net operating income (“NOI”) is a U.S. non-GAAP supplemental financial measure used to evaluate the operating performance of real estate. We define NOI as total revenues, less tenant reimbursements and property operating expenses. We believe NOI provides investors relevant and useful information as it measures the operating performance of our properties at the property level on an unleveraged basis. We use NOI to make decisions about resource allocations and to assess the property level performance of our properties.

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The following table reconciles NOI to net income, the most directly comparable GAAP metric ($ in thousands):


	Three Months Ended
	March 31
NOI Reconciliations:	2023		2022
Net income	$	34,183	$	8,246
Gains from equity method investment	—		(297)

Loss on early retirement of debt	—		151


Gains on sales of real estate, net	(1,397)		(2,981)
Loan and realty (gains) losses	(418)		24,528
General and administrative	5,653		8,101
Franchise, excise and other taxes	183		244
Legal	122		1,827
Interest	14,027		10,198
Depreciation	17,617		18,272
Consolidated net operating income (NOI)	$	69,970	$	68,289
NOI by segment:
Real Estate Investments	$	67,988	$	68,236
SHOP	1,901		—
Non-Segment/Corporate	81		53
Total NOI	$	69,970	$	68,289

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At March 31, ~~2022,~~2023, we were exposed to market risks related to fluctuations in interest rates on approximately ~~$385.0~~$435.0 million of variable-rate indebtedness and on our mortgage and other notes receivable. The unused portion ($~~615.0~~485.0 million at March 31, ~~2022)~~2023) of our revolving credit facility, should it be drawn upon, is subject to variable rates.

Interest rate fluctuations will generally not affect our future earnings or cash flows on our fixed rate debt and loans receivable unless such instruments mature or are otherwise terminated. However, interest rate changes will affect the fair value of our fixed rate instruments. Conversely, changes in interest rates on variable rate debt and investments would change our future earnings and cash flows, but not significantly affect the fair value of those instruments. Assuming a 50 basis-point increase or decrease in the interest rate related to variable-rate debt, and assuming no change in the outstanding balance as of March 31, ~~2022,~~2023, net interest expense would increase or decrease annually by approximately ~~$1.9~~$2.2 million or ~~$0.04~~$0.05 per common share on a diluted basis.

~~Our derivative financial instruments matured on December 31, 2021.~~ We have historically used derivative financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative purposes. ~~Derivatives are included in the Condensed Consolidated Balance Sheets at their fair value.~~ We currently have no derivative financial instruments but may engage in hedging strategies to manage our exposure to market risks in the future, depending on an analysis of the interest rate environment and the costs and risks of such strategies.

The following table sets forth certain information with respect to our debt ($ in thousands):

March 31, 2022 December 31, 2021
Balance1
% of total
Rate2
Balance1
% of total
Rate2
Fixed rate:
Private placement term loans - unsecured $ 400,000 31.7 % 4.15 % $ 400,000 31.9 % 4.15 %
Senior notes - unsecured 400,000 31.7 % 3.00 % 400,000 31.9 % 3.00 %
Fannie Mae term loans - secured, non-recourse 76,940 6.1 % 3.97 % 77,038 6.2 % 3.97 %
Variable rate:
Bank term loans - unsecured 300,000 23.8 % 1.66 % 375,000 30.0 % 1.41 %
Revolving credit facility - unsecured 85,000 6.7 % 1.46 % — — %
$ 1,261,940 100.0 % 3.00 % $ 1,252,038 100.0 % 2.95 %
1 Differs from carrying amount due to unamortized discounts and loan costs.
2 Total is weighted average rate


	March 31, 2023						December 31, 2022
	Balance1		% of total		Rate2		Balance1		% of total		Rate2
Fixed rate:

Private placement term loans - unsecured	$	275,000	23.2	%	4.22	%	$	400,000	34.5	%	4.15	%
2031 Senior notes - unsecured	400,000		33.7	%	3.00	%	400,000		34.5	%	3.00	%

Fannie Mae term loans - secured, non-recourse	76,546		6.5	%	3.96	%	76,649		6.6	%	3.96	%

Variable rate:
Bank term loan - unsecured	220,000		18.5	%	6.15	%	240,000		20.8	%	5.71	%
Revolving credit facility - unsecured	215,000		18.1	%	5.95	%	42,000		3.6	%	5.51	%
	$	1,186,546	100.0	%	4.47	%	$	1,158,649	100.0	%	3.91	%

1 Differs from carrying amount due to unamortized discounts and loan costs.
2 Total is weighted average rate

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To highlight the sensitivity of our fixed rate debt to changes in interest rates, the following summary shows the effects on fair value (“FV”) assuming a parallel shift of 50 bps in market interest rates for a contract with similar maturities as of March 31, ~~2022~~ 2023 (($ in ~~thousands)~~thousands):


		Balance		Fair Value1		FV reflecting change in interest rates					Balance		Fair Value1		FV reflecting change in interest rates
Fixed rate:	Fixed rate:					-50 bps		+50 bps		Fixed rate:					-50 bps		+50 bps
Private placement term loans - unsecured	Private placement term loans - unsecured	$	400,000	$	396,672	$	401,488	$	391,940	Private placement term loans - unsecured	$	275,000	$	263,648	$	266,604	$	260,735
Senior notes		400,000		353,428		367,494		339,950
Fannie Mae loans		76,940		75,123		76,213		74,050
2031 Senior notes										2031 Senior notes	400,000		328,539		340,210		317,304
Fannie Mae term loans										Fannie Mae term loans	76,546		72,806		73,529		72,091
1 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.	1 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.									1 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.

At March 31, ~~2022,~~2023, the fair value of our mortgage and other notes receivable, discounted for estimated changes in the risk-free rate, was approximately ~~$321.2~~$219.0 million. A 50 basis-point increase in market rates would decrease the estimated fair value of our mortgage and other loans by approximately ~~$7.1~~$2.2 million, while a 50 ~~basis point~~bps decrease in such rates would increase their estimated fair value by approximately ~~$0.1~~$3.5 million.

Inflation Risk

Our real estate leases generally provide for annual increases in contractual rent due based on a fixed amount or percentage or based on increases in the Consumer Price Index (“CPI”). Leases with increases based on CPI may contain a minimum increase or a cap on the maximum annual increase. Substantially all of our leases require the tenant to pay all operating expenses for the property, whether paid directly by the tenant or reimbursed to us. We believe that inflationary increases will be at least partially offset by the contractual rent increases and expense reimbursements described above.

Item 4. Controls and Procedures.

Evaluation of Disclosure Control and Procedures. As of March 31, ~~2022,~~2023, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of management’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934) to ensure information required to be disclosed in our filings under the ~~Securities and~~ Exchange Act, ~~of 1934,~~ is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms; and (ii) accumulated and communicated to our management, including our CEO and our CFO, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving desired control objectives, and management is necessarily required to apply its judgment when evaluating the cost-benefit relationship of potential controls and procedures. Based upon the evaluation, the CEO and CFO concluded that the design and operation of these disclosure controls and procedures were effective as of March 31, ~~2022.~~2023.

There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Changes in Internal Control over Financial Reporting. There were no changes in our internal control over financial reporting identified in management’s evaluation during the three months ended March 31, ~~2022~~2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

Our health care facilities are subject to claims and suits in the ordinary course of business. Our lessees and borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from the operation of the facilities, and are further obligated to indemnify us against environmental or title problems affecting the real estate underlying such facilities. In addition, such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings related to our SHOP segment. While there may be lawsuits pending against us and certain of the owners and/or lessees of our facilities, management believes that the ultimate resolution of all such pending proceedings will have no direct material adverse effect on our financial condition, results of operations or cash flows.

~~Welltower, Inc.~~

NHI and certain of its subsidiaries terminated the master lease with Well Churchill Leasehold Owner, LLC as successor in interest to NHI Master Tenant LLC, effective April 1, 2022, upon completion of the transition of the properties subject to the master lease, as follows: (i) one property was sold to a third party, (ii) one property was transitioned to an existing operator relationship and leased pursuant to an existing master lease, and (iii) the remaining 15 properties were transitioned into two new SHOP partnership ventures. See Note 3 for more information on these new ventures.

Item 1A. Risk Factors.

During the three months ended March 31, ~~2022,~~2023, there ~~were~~have been no material changes tofrom the risk factors ~~that were~~previously disclosed in Part I, Item 1A of National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022, except as amended and supplemented by the additional risk factors below.

Inflation and increased interest rates may adversely affect our financial condition and results of operations.

Although inflation has not materially impacted our operations in the recent past, inflation is at a 40-year high and beginning in March of 2022, the Federal Reserve began raising the federal funds rate in an effort to curb inflation. The Federal Reserve’s action, coupled with other macroeconomic factors, may trigger a recession in the United States and/or globally. Increased inflation and interest rates could have an adverse impact on our variable rate debt, our ability to borrow money, and general and administrative expenses, as these costs could increase at a rate higher than our rental and other revenue. Increases in the costs of owning and operating our properties due to inflation could reduce our net operating income and the value of an investment in us to the extent such increases are not reimbursed or paid by our tenants. If we are materially impacted by increasing inflation because, for example, inflationary increases in costs are not sufficiently offset by the contractual rent increases and operating expense reimbursement provisions or escalations in the leases with our tenants, our results of operations could be adversely affected. In addition, due to rising interest rates, we may experience restrictions in our liquidity based on certain financial covenant requirements, our inability to refinance maturing debt in part or in full as it comes due and higher debt service costs and reduced yields relative to cost of debt. If we are unable to find alternative credit arrangements or other funding in a high interest environment, our financial results may be negatively impacted.

Adverse developments affecting the financial services industry, including events or concerns involving liquidity, defaults, or non-performance by financial institutions, could adversely affect our business, financial condition, results of operations, or our prospects.

The funds in our accounts are held in banks or other financial institutions. Our cash held in non-interest bearing and interest-bearing accounts may periodically exceed any applicable Federal Deposit Insurance Corporation (“FDIC”) insurance limits. Should events, including limited liquidity, defaults, non-performance or other adverse developments occur with respect to the banks or other financial institutions that hold our funds, or that affect financial institutions or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, our liquidity may be adversely affected. For example, on March 10, 2023, the FDIC announced that Silicon Valley Bank had been closed by the California Department of Financial Protection and Innovation. Although we did not have any funds in Silicon Valley Bank or other institutions that have been closed, we cannot guarantee that the banks or other financial institutions that hold our funds will not experience similar issues.

In addition, investor concerns regarding the U.S. or international financial systems could result in less favorable commercial financing terms, including higher interest rates or costs and tighter financial and operating covenants, or systemic limitations on access to credit and liquidity sources, thereby making it more difficult for us to acquire financing on terms favorable to us in connection with a potential business combination, or at all, and could have material adverse impacts on our liquidity, our business, financial condition or results of operations, and our prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On February 17, 2023, our Board of Directors authorized a revised stock repurchase program (the “Revised Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock. The Revised

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Repurchase Plan is effective for a period of one year and does not require us to repurchase any specific number of shares. The Revised Repurchase Plan may be suspended or discontinued at any time. Shares may be repurchased from time-to-time in open market transactions at prevailing market prices, in privately negotiated transactions or by other means in accordance with the terms of Rule 10b-18 of the Exchange Act and shall be made in accordance with all applicable laws and regulations in effect. The timing and number of shares repurchased, if any, will depend on a variety of factors, including price, general market and economic conditions, alternative investment opportunities and other corporate considerations.During the three months ended March 31, 2023, no common stock was repurchased.

~~Item 5. Other Information.~~

~~On May 6, 2022, the Compensation Committee of the Board of Directors approved an adjusted annual salary of $275,000 for David L. Travis, the Company’s Senior Vice President/Chief Accounting Officer.~~

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Item 6. Exhibits.


Exhibit No.			Description
3.1			Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-3 Registration Statement No. 333-192322)
3.2			Articles of Amendment to Articles of Incorporation of National Health Investors, Inc. dated as of June 8, 1994, (incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-3 Registration Statement No. 333-194653 of National Health Investors, Inc.)
3.3			Amendment to Articles of Incorporation (incorporated by reference to Exhibit A to the Company’s Definitive Proxy Statement filed March 21, 2009)
3.4			Amendment to Articles of Incorporation approved by shareholders on May 2, 2014 (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed August 4, 2014)
3.5			Amended and Restated Bylaws as approved February 17, 2023, as amended April 2 7, 2023 ~~(incorporated by reference to Exhibit 3.3 to the Company’s Form 10-K filed February 15, 2013)~~(filed herewith)
3.6			~~Amendment No. 1 to Restated Bylaws dated February 14, 2014~~ ~~(incorporated by reference to Exhibit 3.3 to the Company’s Form 10-K filed February 14, 2014)~~
~~3.7~~			Amendment to Articles of Incorporation approved by shareholders on May 6, 2020 (incorporated by reference to Exhibit 3.6 to the Company’s Form 10-Q filed August 10, 2020)
4.1			Form of Common Stock Certificate (incorporated by reference to Exhibit 39 to Form S-11 Registration Statement No. 33-41863, filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T)
4.2			Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed March 31, 2014)
4.3			First Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed March 31, 2014)
4.4			Indenture dated as of January 26, 2021, among National Health Investors, Inc. and Regions Bank, as trustee (incorporated by reference to Exhibit 4.1 to Form 8-K dated January 26, 2021)
4.5			First Supplemental Indenture dated as of January 26, 2021, among National Health Investors, Inc. Regions Bank, as trustee, and the subsidiary guarantors set forth therein (incorporated by reference to Exhibit 4.2 to Form 8-K dated January 26, 2021)
4.6			Second Supplemental Indenture, dated as of March 31, 2022, among National Health Investors, Inc., Regions Bank, as trustee, and the subsidiary guarantors set forth therein ~~(filed herewith)~~
~~10.1~~			~~Credit Agreement effective March 31, 2022~~(incorporated by ~~and among National Health Investors, Inc.,~~reference to Exhibit 4.6 to the ~~Lenders party thereto, and Wells Fargo Bank, National Association as administrative agent~~ ~~(filed herewith)~~
~~10.2~~			~~Settlement Agreement dated March 31, 2022 by and among National Health Investors, Inc. and Welltower, Inc., Welltower Victory II TRS LLC, and WELL Churchill Leasehold Owner LLC~~ ~~(filed herewith)~~
~~10.3~~			Amendment No. 1 to Term Loan Agreement, dated as of March 31, 2022, among National Health Investors, Inc., Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto ~~(filed herewith)~~Company’s Form 10-Q filed May 9, 2022)
31.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
31.2			Certification of Principal Financial Officer pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith)
32			Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith)
101.INS			XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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


		NATIONAL HEALTH INVESTORS, INC.
		(Registrant)


Date:	May 9, ~~2022~~2023	/s/ D. Eric Mendelsohn
		D. Eric Mendelsohn
		President, Chief Executive Officer and Director
		(duly authorized officer)



Date:	May 9, ~~2022~~2023	/s/ John L. Spaid
		John L. Spaid
		Chief Financial Officer
		(Principal Financial Officer)

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			Page
Part I. Financial Information

Item 1. Financial Statements			3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			2628

Item 3. Quantitative and Qualitative Disclosures About Market Risk.			5051

Item 4. Controls and Procedures.			5152

Part II. Other Information

Item 1. Legal Proceedings			5253

Item 1A. Risk Factors			5253



Item ~~5. Other Information~~ 2. Unregistered Sales of Equity Securities and Use of Proceeds			5253

Item 6. Exhibits			5355

Signatures			5456


			Properties	Beds	Revenue		% Total		Investment
Real Estate Properties
	Senior Housing - Need-Driven
		Assisted Living	76	4,023	$	9,953	14.0	%	$	739,493
		Senior Living Campus	11	1,507	1,443		2.0	%	257,808
		Total Senior Housing - Need-Driven	87	5,530	11,396		16.0	%	997,301
	Senior Housing - Discretionary
		Independent Living	22	2,591	11,188		15.7	%	440,741
		Entrance-Fee Communities	11	2,707	15,421		21.6	%	744,420
		Total Senior Housing - Discretionary	33	5,298	26,609		37.3	%	1,185,161
		Total Senior Housing	120	10,828	38,005		53.3	%	2,182,462
	Medical Facilities
		Skilled Nursing Facilities	65	8,653	19,326		27.1	%	557,996
		Hospitals	1	64	1,023		1.4	%	40,250

		Total Medical Facilities	66		20,349		28.5	%	598,246
		Total Real Estate Properties	186		58,354		81.8	%	$	2,780,708
		Income From Properties Sold and Held For Sale			3,167
		Escrow Funds Received From Tenants			3,038
		Total Rental Income			64,559

Mortgage and Other Notes Receivable
	Senior Housing - Need-Driven		10	673	1,929		2.8	%	$	91,994
	Senior Housing - Discretionary		2	714	2,658		3.7	%	143,462
	Skilled Nursing Facilities		3	180	97		0.1	%	4,257
	Other Notes Receivable		—	—	2,031		2.8	%	81,811
		Total Mortgage and Other Notes Receivable	15	1,567	6,715		9.4	%	$	321,524

		Other Income			53
		Total Revenue			$	71,327


Portfolio Summary1			Properties	Revenue2		% Portfolio		Investment
	Real Estate Properties		186	$	58,354	89.7	%	$	2,780,708
	Mortgage and Other Notes Receivable		15	6,715		10.3	%	321,524
		Total Portfolio	201	$	65,069	100.0	%	$	3,102,232



















Portfolio by Operator Type
	Public		55	$	14,805	22.8	%	$	411,740
	National Chain (Privately Owned)		18	14,137		21.7	%	618,451
	Regional		118	34,539		53.1	%	1,979,737
	Small		10	1,588		2.4	%	92,304
		Total Portfolio	201	$	65,069	100.0	%	$	3,102,232

1 Excludes assets held for sale.
2 Excludes rental income from properties sold and held for sale and escrow funds received from tenants for property operating expenses.


	Properties	1Q21	2Q21	3Q21	4Q21	1Q22	March 2022
Senior Living Communities	9	77.7%	78.5%	80.4%	81.7%	81.7%	81.8%
Bickford1	41	75.4%	78.0%	81.0%	82.0%	79.9%	79.4%

Holiday2	16	75.6%	76.1%	78.3%	79.2%	76.7%	76.2%


			Occupancy1
Facility Name (New Tenant)	Units	State	March 2021	June 2021	September 2021	December 2021	March 2022
Discovery Commons of College Park	148	IN	23.1%	36.7%	43.3%	46.6%	50.8%
The Charlotte (SLC)	99	NC	46.6%	57.1%	73.6%	76.6%	87.1%
Chancellor TX-IL portfolio2	196	IL/TX	54.4%	56.6%	62.8%	66.0%	64.3%
Beaver Dam Assisted Living (BAKA)	120	WI	60.4%	60.6%	57.9%	62.7%	62.0%
	563		50.5%	54.7%	59.5%	62.7%	63.0%


Less: net loss (income) attributable to noncontrolling interests	153		(52)		205		NM
Net income attributable to common stockholders	$	8,399	$	35,332	$	(26,933)	(76.2)	%

NM - not meaningful