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

~~June 30, 2023~~March 31, 2024

☐

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~~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 ~~43,409,841~~43,424,841 shares of common stock outstanding of the registrant as of ~~August~~May 1, ~~2023.~~2024.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share and per share amounts)

June 30,
2023

December 31, 2022

(unaudited)

March 31, 2024

December 31, 2023

(unaudited)

Assets:

Real estate properties:

Land

180,749

177,527

Buildings and improvements

2,587,123

2,549,019

Construction in progress

5,925

3,352

2,773,797

2,729,898

2,783,370

Less accumulated depreciation

(638,631)

(611,688)

Real estate properties, net

2,135,166

2,118,210

Mortgage and other notes receivable, net of reserve of $15,017 and $15,338, respectively

223,852

233,141

Mortgage and other notes receivable, net of reserve of $15,475 and $15,476, respectively

Cash and cash equivalents

17,411

19,291

Straight-line rent receivable

82,295

76,895

Assets held for sale, net

13,167

43,302

Other assets, net

26,604

16,585

Total Assets

2,498,495

2,507,424

Total Assets(a)

Liabilities and Stockholders’ Equity:

Debt

1,134,815

1,147,511

Accounts payable and accrued expenses

28,952

25,905

Dividends payable

39,069

39,050

Deferred income

5,284

5,052

Total Liabilities

1,208,120

1,217,518

Deferred income

Total Liabilities(a)

Commitments and contingencies

Redeemable noncontrolling interest

10,172

9,825

Redeemable noncontrolling interest

National Health Investors, Inc. Stockholders’ Equity:

Common stock, $0.01 par value, 100,000,000 shares authorized;

43,409,841 and 43,388,742 shares issued and outstanding, respectively

434

Common stock, $0.01 par value, 100,000,000 shares authorized;

43,424,841 and 43,409,841 shares issued and outstanding, respectively

Capital in excess of par value

1,602,026

1,599,427

Retained earnings

2,405,453

2,331,190

Cumulative dividends

(2,738,945)

(2,660,826)

Total National Health Investors, Inc. Stockholders’ Equity

1,268,968

1,270,225

Total National Health Investors, Inc. Stockholders’ Equity

Noncontrolling interests

11,235

9,856

Total Equity

1,280,203

1,280,081

Total Liabilities and Equity

2,498,495

2,507,424

(a) The consolidated balance sheets include the following amounts related to our consolidated Variable Interest Entities (VIEs): $510.1 million and $513.2 million of Real estate properties, net; $5.4 million and $10.9 million of Cash and cash equivalents;$9.7 million and $9.7 million of Straight-line rent receivable; $9.8 million and $9.4 million of Other assets, net; and $2.6 million

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and $4.7 million of Accounts payable and accrued expenses, in each case as of March 31, 2024 and December 31, 2023, respectively.

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, ~~2022~~2023 was derived from the audited consolidated financial statements at that date.

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NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(in thousands, except share and per share amounts)


		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
		(unaudited)
		(unaudited)
		(unaudited)
Revenues:
Revenues:
Revenues:
Rental income
Rental income
Rental income
Resident fees and services
Resident fees and services
Resident fees and services
Interest income and other
Interest income and other
Interest income and other
		81,513
		81,513
		81,513
Expenses:
Expenses:
Expenses:
Depreciation
Depreciation
Depreciation
Interest
Interest
Interest
Senior housing operating expenses
Senior housing operating expenses
Senior housing operating expenses
Legal
Legal
Legal
Franchise, excise and other taxes
Franchise, excise and other taxes
Franchise, excise and other taxes
General and administrative
General and administrative
General and administrative
Taxes and insurance on leased properties
Taxes and insurance on leased properties
Taxes and insurance on leased properties
Loan and realty losses (gains)
Loan and realty losses (gains)
Loan and realty losses (gains)
		51,122
		51,122
		51,122
Gains on sales of real estate, net
Gains on sales of real estate, net
Gains on sales of real estate, net

		Three Months Ended				Six Months Ended
		June 30,				June 30,
Gains from equity method investment
		2023		2022		2023		2022
		(unaudited)				(unaudited)
Revenues:
Rental income		$	60,952	$	39,982	$	126,250	$	104,541
Resident fees and services		11,793		11,992		23,493		11,992
Interest income and other		5,131		7,925		10,521		14,694
		77,876		59,899		160,264		131,227
Expenses:
Depreciation		17,730		17,772		35,347		36,044
Interest		14,194		10,862		28,221		21,060
Senior housing operating expenses		9,682		9,113		19,481		9,113
Legal		174		339		297		2,166
Franchise, excise and other taxes		258		225		441		469
General and administrative		4,306		5,049		9,959		13,150
Taxes and insurance on leased properties		3,212		2,157		5,830		5,195
Loan and realty losses (gains)		186		4,094		(232)		28,622
Gains from equity method investment
		49,742		49,611		99,344		115,819
Gains on sales of real estate, net		11,366		10,521		12,763		13,502
Gain (loss) on operations transfer, net		20		(729)		20		(729)
Gain on note receivable payoff		—		1,113		—		1,113
Loss on early retirement of debt		(73)		—		(73)		(151)

Gains from equity method investment	Gains from equity method investment	—		273		—		569

Net income

Net income

Net income	Net income	39,447		21,466		73,630		29,712
Add: net loss attributable to noncontrolling interests	Add: net loss attributable to noncontrolling interests	332		207		633		361
Add: net loss attributable to noncontrolling interests
Add: net loss attributable to noncontrolling interests
Net income attributable to stockholders
Net income attributable to stockholders
Net income attributable to stockholders	Net income attributable to stockholders	39,779		21,673		74,263		30,073
Less: net income attributable to unvested restricted stock awards	Less: net income attributable to unvested restricted stock awards	(19)		—		(19)		—
Less: net income attributable to unvested restricted stock awards
Less: net income attributable to unvested restricted stock awards
Net income attributable to common stockholders
Net income attributable to common stockholders
Net income attributable to common stockholders	Net income attributable to common stockholders	$	39,760	$	21,673	$	74,244	$	30,073

Weighted average common shares outstanding:	Weighted average common shares outstanding:

Weighted average common shares outstanding:

Weighted average common shares outstanding:
Basic	Basic	43,388,753		45,708,238		43,388,748		45,779,433
Basic
Basic
Diluted
Diluted
Diluted	Diluted	43,388,753		45,718,538		43,390,092		45,784,771

Earnings per common share - basic	Earnings per common share - basic	$	0.92	$	0.47	$	1.71	$	0.66

Earnings per common share - basic

Earnings per common share - basic
Earnings per common share - diluted	Earnings per common share - diluted	$	0.92	$	0.47	$	1.71	$	0.66
Earnings per common share - diluted
Earnings per common share - diluted

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

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NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

($ in thousands)
Six Months Ended
June 30,
2023 2022
(unaudited)
Cash flows from operating activities:
Net income $ 73,630 $ 29,712
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 35,347 36,044
Amortization of debt issuance costs, debt discounts and prepaids 2,082 2,156
Amortization of commitment fees and note receivable discounts (234) (739)
Amortization of lease incentives 1,075 7,419
Straight-line rent adjustments (4,972) 13,836
Non-cash rental income (2,500) —
Non-cash interest income on mortgage and other notes receivable (784) (2,055)
Non-cash lease deposit liability recognized as rental income — (8,838)
Gains on sales of real estate, net (12,763) (13,502)
Gain on note receivable payoff — (1,113)
Gains from equity method investment — (569)
Loss on operations transfer, net — 729
Loss on early retirement of debt 73 151
Loan and realty (gains) losses (232) 28,622
Payment of lease incentive (10,000) —
Non-cash share-based compensation 2,874 6,511
Changes in operating assets and liabilities:
Other assets (2,632) (2,563)
Accounts payable and accrued expenses 776 (276)
Deferred income (196) (77)
Net cash provided by operating activities 81,544 95,448
Cash flows from investing activities:
Investments in mortgage and other notes receivable (12,174) (24,366)
Collections of mortgage and other notes receivable 9,493 114,873
Acquisitions of real estate (38,081) (4,876)
Proceeds from sales of real estate 48,619 108,893
Investments in existing real estate (4,377) (2,870)
Distributions from equity method investment 2,500 569
Net cash provided by investing activities 5,980 192,223
Cash flows from financing activities:
Proceeds from revolving credit facility 231,000 95,000
Payments on revolving credit facility (77,000) (95,000)
Borrowings on term loan 200,000 —
Payments on term loans (365,203) (135,192)
Debt issuance costs (2,747) (4,598)
Distributions to noncontrolling interests (638) (522)
Dividends paid to stockholders (78,100) (82,531)
Taxes remitted on employee stock awards — (14)
Proceeds from noncontrolling interest 2,922 11,738
Payments to repurchase shares of common stock — (69,977)
Net cash used in financing activities (89,766) (281,096)
(Decrease) increase in cash and cash equivalents and restricted cash (2,242) 6,575
Cash and cash equivalents and restricted cash, beginning of period 21,516 39,485
Cash and cash equivalents and restricted cash, end of period $ 19,274 $ 46,060


	Three Months Ended
	March 31,
	2024		2023
	(unaudited)
Cash flows from operating activities:
Net income	$	30,657	$	34,183
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	17,505		17,617
Amortization of debt issuance costs, debt discounts and prepaids	1,440		1,048
Amortization of commitment fees and note receivable discounts	(94)		(148)
Amortization of lease incentives	723		299
Straight-line rent adjustments	308		(2,097)
Non-cash rental income	—		(2,500)
Non-cash interest income on mortgage and other notes receivable	(25)		(376)

Gains on sales of real estate, net	(100)		(1,397)

Gains from equity method investment	(166)		—


Loan and realty losses (gains)	10		(418)
Payment of lease incentive	—		(10,000)
Non-cash share-based compensation	2,155		2,105
Changes in operating assets and liabilities:
Other assets, net	(3,631)		(3,772)
Accounts payable and accrued expenses	(7,523)		(3,277)
Deferred income	(432)		(219)
Net cash provided by operating activities	40,827		31,048
Cash flows from investing activities:
Investments in mortgage and other notes receivable	(16,004)		(7,219)
Collections of mortgage and other notes receivable	2,621		7,211
Acquisitions of real estate	—		(38,081)
Proceeds from sales of real estate	—		10,201
Investments in renovations of existing real estate	(2,293)		(1,147)
Investments in equipment	(683)		(986)

Distributions from equity method investment	166		2,500
Net cash used in investing activities	(16,193)		(27,521)
Cash flows from financing activities:
Proceeds from revolving credit facility	59,000		192,000
Payments on revolving credit facility	(55,500)		(19,000)

Payments on term loans	(105)		(145,103)




Distributions to noncontrolling interests	(248)		(363)

Dividends paid to stockholders	(39,069)		(39,050)

Proceeds from noncontrolling interest	—		2,000

Net cash used in financing activities	(35,922)		(9,516)
Decrease in cash and cash equivalents and restricted cash	(11,288)		(5,989)
Cash and cash equivalents and restricted cash, beginning of period	24,617		21,516
Cash and cash equivalents and restricted cash, end of period	$	13,329	$	15,527

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

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NATIONAL HEALTH INVESTORS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(in thousands)


	Three Months Ended						Three Months Ended
	March 31,						March 31,
	2024					2024		2023
	(unaudited)						(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized
Interest paid, net of amounts capitalized
Interest paid, net of amounts capitalized
Supplemental disclosure of non-cash investing and financing activities:

Real estate acquired in exchange for mortgage note receivable

Real estate acquired in exchange for mortgage note receivable

Real estate acquired in exchange for mortgage note receivable

		Six Months Ended
		June 30,
		2023		2022
		(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized		$	25,971	$	20,182
Supplemental disclosure of non-cash investing and financing activities:

Real estate acquired in exchange for mortgage notes receivable		$	14,200	$	9,071

Increase in notes receivable from sales of real estate		$	699	$	—
Change in accounts payable related to renovations of existing real estate

Change in other assets related to sales of real estate		$	—	$	102
Change in accounts payable related to investments in real estate construction		$	244	$	—

Change in accounts payable related to renovations of existing real estate

Change in accounts payable related to renovations of existing real estate	Change in accounts payable related to renovations of existing real estate	$	—	$	67
Change in accounts payable related to distributions to noncontrolling interests	Change in accounts payable related to distributions to noncontrolling interests	$	75	$	16

Reclassification of prepaid equity issuance costs to capital in excess of par value	Reclassification of prepaid equity issuance costs to capital in excess of par value	$	275	$	—
Operating equipment received in transfer of operations		$	—	$	1,287
Increase in accounts payable related to transfer of operations		$	—	$	300
Reclassification of prepaid equity issuance costs to capital in excess of par value
Reclassification of prepaid equity issuance costs to capital in excess of par value

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

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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 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)
Activity for the three months ended March 31, 2023 — — 1,830 34,484 (39,050) (2,736) 1,731 (1,005)
Distributions declared to noncontrolling interests — — — — — — (290) (290)
Net income, excluding a loss of $270, attributable to redeemable noncontrolling interests — — — 39,779 — 39,779 (62) 39,717
Grants of restricted stock 21,000 — — — — — — —
Shares issued on stock options exercised 99 — — — — — — —
Share-based compensation — — 769 — — 769 — 769
Dividends declared, $0.90 per common share — — — — (39,069) (39,069) — (39,069)
Activity for the three months ended June 30, 2023 21,099 — 769 39,779 (39,069) 1,479 (352) 1,127
Balances at June 30, 2023 43,409,841 $ 434 $ 1,602,026 $ 2,405,453 $ (2,738,945) $ 1,268,968 $ 11,235 $ 1,280,203


	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, 2023	43,409,841	$	434	$	1,603,757	$	2,466,844	$	(2,817,083)	$	1,253,952	$	10,439	$	1,264,391


Distributions declared to noncontrolling interests, excluding $6 attributable to redeemable noncontrolling interest	—	—		—		—		—		—		(205)		(205)
Net income, excluding a loss of $225, attributable to redeemable noncontrolling interest	—	—		—		30,947		—		30,947		(65)		30,882
Grants of restricted stock	15,000	—		—		—		—		—				—





Share-based compensation	—	—		2,155		—		—		2,155		—		2,155
Dividends declared, $0.90 per common share	—	—		—		—		(39,082)		(39,082)		—		(39,082)














Balances at March 31, 2024	43,424,841	$	434	$	1,605,912	$	2,497,791	$	(2,856,165)	$	1,247,972	$	10,169	$	1,258,141


	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, 2022	43,388,742	$	434	$	1,599,427	$	2,331,190	$	(2,660,826)	$	1,270,225	$	9,856	$	1,280,081

Noncontrolling interests 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 cost	—	—		(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

~~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 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)
Activity for the three months ended March 31, 2022 269 — 5,076 8,399 (41,265) (27,790) (396) (28,186)
Distributions declared to noncontrolling interests, excluding $24 attributable to redeemable noncontrolling interests — — — — — — (243) (243)
Net income, excluding a loss of $227 attributable to redeemable noncontrolling interests — — — 21,673 — 21,673 20 21,693
Taxes remitted on employee stock awards — — (7) — — (7) — (7)
Shares issued on stock options exercised 463 — — — — — — —
Repurchases of common stock (1,196,175) (12) — (69,965) — (69,977) — (69,977)
Share-based compensation — — 1,428 — — 1,428 — 1,428
Dividends declared, $0.90 per common share — — — — (40,190) (40,190) — (40,190)
Activity for the three months ended June 30, 2022 (1,195,712) (12) 1,421 (48,292) (40,190) (87,073) (223) (87,296)
Balances at June 30, 2022 44,655,156 $ 447 $ 1,597,679 $ 2,376,820 $ (2,582,726) $ 1,392,220 $ 9,281 $ 1,401,501

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

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NATIONAL HEALTH INVESTORS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~June 30, 2023~~March 31, 2024

(unaudited)

Note 1. Organization and Nature of Business

National Health Investors, Inc. (“NHI,” 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 Real Estate Investments segment consists of real estate investments and leases, ~~mortgages~~and mortgage and other notes ~~receivable~~receivables in independent living facilities (“ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and a hospital (“HOSP”). As of ~~June 30, 2023,~~March 31, 2024, we had gross investments of approximately $2.4 billion in 163 ~~health care~~healthcare real estate properties located in 31 states and leased pursuant primarily to triple-net leases to 25 tenants consisting of 97 senior housing communities, 65 SNFs and one HOSP, excluding ~~five properties~~one property classified as ~~assets~~an asset held for sale. Our portfolio of 14nine mortgages ~~along~~along with other notes receivable totaled ~~$238.9~~$274.3 million, excluding an allowance for expected credit losses of ~~$15.0~~$15.5 million, as of ~~June 30, 2023.~~March 31, 2024.

Our SHOP segment is comprised of two ventures that own the operations of ILFs. AsFor this segment, as of ~~June 30, 2023,~~March 31, 2024, we had gross investments of approximately ~~$341.0~~$348.7 million in 15 ~~properties~~ILFs located in eight states with a combined ~~1,734~~1,732 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.~~ agreements. The third-party managers, or related parties of the managers, own equity interests in the respective ventures. Units, beds and property count disclosures in these footnotes to the condensed consolidated financial statements are outside the scope of our independent registered accounting firm’s review.

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 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, ~~2022,~~2023, included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 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 June 30, 2023, our~~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 of each VIE 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 $259.1 million of real estate properties, net, $8.6 million of cash and cash equivalents, $3.0 million of prepaid expenses and other, and $0.5 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 1016 for further discussion of ~~these~~our SHOP ventures.

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We also consolidate two real estate ~~partnerships~~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

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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,~~partnerships, 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. ~~The aggregate assets~~Reference Note 16 for further discussion of these ~~consolidated~~ real estate partnerships that can be used only to settle obligations of each respective partnership include approximately $256.1 million of real estate properties, net, $9.2 million in straight-line receivables, $9.1 million of other assets, net, and $2.5 million of cash and cash equivalents. Liabilities of these partnerships for which creditors do not have recourse to the general credit of the Company are not material.partnerships.

We use the equity method of accounting when we own an interest in an entity ~~whereby~~over which 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.

We have concluded that the Company is not the primary beneficiary for certain investments where we lack either directly or through related parties the power to direct the activities that most significantly impact their economic performance. 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 investments accounted for under the equity method. See Note 16 for information on unconsolidated VIEs.

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 Condensed Consolidated Balance Sheets and included in our computation of earnings per share. As of ~~June 30, 2023,~~March 31, 2024, the Merrill SHOP venture noncontrolling interest was classified in mezzanine equity, as discussed further in Note 10.

~~We consolidate the real estate partnerships formed with Discovery in June 2019 and LCS in January 2020, both of which invest in senior housing facilities.~~ The noncontrolling interests associated with ~~these~~our two consolidated real estate partnerships and our Discovery member SHOP venture were classified in equity as of ~~June 30, 2023.~~March 31, 2024.

Cash and Cash Equivalents and Restricted Cash

Cash equivalents consist of all highly liquid investments with an original ~~maturity~~maturities of three months or less. Restricted cash includes amounts required to be held on deposit or subject to an agreement ~~(e.g.~~(e.g., with a qualified intermediary subject to an exchange agreement pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”) ~~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):

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		June 30, 2023		June 30, 2022
	March 31, 2024					March 31, 2024	March 31, 2023
Beginning of period:	Beginning of period:
Cash and cash equivalents
Cash and cash equivalents
Cash and cash equivalents	Cash and cash equivalents	$	19,291	$	37,412
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	$	17,411	$	43,435
Cash and cash equivalents
Cash and cash equivalents
Restricted cash (included in Other assets, net)	Restricted cash (included in Other assets, net)	1,863		2,625
Cash, cash equivalents, and restricted cash	Cash, cash equivalents, and restricted cash	$	19,274	$	46,060

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~~mortgage 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

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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 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 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.

Impairment of Long-Lived Assets

We evaluate the recoverability of the carrying amount of our long-lived assets when events or circumstances, including significant physical changes, significant adverse changes in general economic conditions or significant deterioration of the underlying cash flows of the long-lived assets, indicate that the carrying amount of the long-lived assets may not be recoverable. The need to recognize an impairment charge is based on estimated undiscounted future cash flows compared to the carrying 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 long-lived asset.

~~During the three and six months ended June 30, 2023, we recognized impairment charges of approximately $0.1 million and $0.5 million, respectively, included in “Loan and realty losses (gains)” in our Condensed Consolidated Statements of Income. Reference Note 3 for more discussion.~~

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~~collectable 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

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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~~rent and are excluded from the schedule of minimum lease payments.

The Company reviews its operating lease receivables for 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 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.

~~As of June 30, 2023, we had three tenants, including Bickford Senior Living (“Bickford”) on the cash basis of revenue recognition for their lease arrangements.~~ Reference Note 3 for further discussion.

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

Residency agreements are generally ~~short term~~short-term (30 days to one year), and entitle the resident to certain room and care services for a monthly fee billed in advance. Revenue for certain related services is billed monthly in arrears. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases, not to separate the lease and nonlease components within our resident agreements as the timing and pattern of transfer to the resident are the same. The Company has determined that the nonlease component is the predominant component within the contract and will recognize revenue under ASC 606, Revenue Recognition from Contracts with Customers.

Interest Income from Mortgage and Other Notes Receivable

Interest income is recognized based on the interest rates and principal amounts outstanding on the notes receivable. We identify a mortgage note as non-performing ~~if a~~based on various criteria including timeliness of required ~~payment is not received within 30 days~~payments, compliance with other provisions under the related note agreement, and an evaluation of the ~~date it is due and a~~ borrower’s current financial condition ~~indicates a probability~~for indicators that it is probable it cannot pay its ~~current~~ contractual amounts. A non-performing loan is returned to accrual status at such time as the note becomes contractually current and management believes all future principal and interest will be received according to the contractual terms of the note. As of ~~June 30, 2023,~~March 31, 2024, we ~~have a~~had two mortgage ~~note~~notes receivable and a mezzanine loan totaling an aggregate of ~~$24.5~~$26.5 million ~~with~~due from affiliates of ~~one operator/borrower~~two operators/borrowers, including Bickford Senior Living (“Bickford”), designated as non-performing.

Income Taxes

We intend at all times to qualify as a REIT under Sections 856 through 860 of 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.

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Certain activities that we undertake may be conducted by subsidiary entities that have elected to be treated as taxable REIT subsidiaries (“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.

Segments

We operate our business through two reportable segments: ~~Real~~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.

Earnings Per Share

Our unvested restricted stock awards contain non-forfeitable rights to dividends, and accordingly, these awards are deemed to be participating securities. Therefore, the Company applies the two-class method to calculate basic and diluted earnings. Under the two-class method, we allocate net income attributable to stockholders to common stockholders and holders of unvested restricted stock by using the weighted-average shares of each class outstanding for quarter-to-date and year-to-date periods, based

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on their respective participation rights to dividends declared and undistributed earnings. Basic earnings per common share is computed by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per common share reflects the effect of dilutive securities.

~~Reclassifications~~Recent Accounting Pronouncements

In ~~prior years,~~November 2023, the Financial Accounting Standards Board issued Accounting Standard Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The ASU enhances segment disclosures by requiring public entities to provide investors with additional, more detailed information about a reportable segment’s expenses. The ASU also requires disclosure of the chief operating decision maker’s (“CODM”) title and position on an annual basis, as well as an explanation of how the CODM uses the reported measures and other disclosures. The amendment is effective for the Company ~~presented "Cumulative dividends in excess~~for the year ending December 31, 2024. We are currently evaluating the impact of ~~net income" as a single line item~~this standard on ~~the Condensed Consolidated Balance Sheets~~our consolidated financial statements and ~~the Condensed 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.~~related disclosures.

Note 3. Investment Activity

~~Asset Acquisitions~~Tenant Concentration

~~Since January 1,~~The following table contains information regarding concentration in our Real Estate Investments portfolio of tenants or affiliates of tenants, that exceed 10% of total revenues for the three months ended March 31, 2024 and 2023, ~~we have completed the following~~excluding $2.6 million for our corporate office, a credit loss reserve of $15.5 million and $348.7 million in real estate ~~investments~~assets in the SHOP segment ($ in thousands):

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	As of March 31, 2024					Revenues1
	Asset	Gross Real		Notes		Three Months Ended March 31,
	Class	Estate2		Receivable		2024			2023

Senior Living Communities, LLC (“Senior Living”)	EFC	$	573,631	$	48,200	$	12,815	16%	$	12,833	16%
National HealthCare Corporation (“NHC”)	SNF	133,770		—		11,246		14%	9,807		12%
Bickford	ALF	429,043		16,747		10,054		12%	11,162		14%
All others, net	Various	1,307,634		209,402		31,409		39%	34,267		41%
Escrow funds received from tenants
for property operating expenses	Various	—		—		2,733		3%	2,619		3%
		$	2,444,078	$	274,349	68,257			70,688
Resident fees and services3						13,256		16%	11,700		14%
						$	81,513		$	82,388

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

2 Amounts include any properties classified as held for sale.

3 There is no tenant concentration in “Resident fees and services” because these agreements are with individual residents.

~~In February 2023,~~At March 31, 2024, the two states in which we ~~acquired two memory care communities operated by Silverado Senior Living for approximately $37.5 million. The newly developed properties opened in 2022~~had an investment concentration of 10% or more were South Carolina (12.1%) 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%Texas (10.7%).

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 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 8.0%.~~Senior Living

~~Asset Dispositions~~As of March 31, 2024, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.7) million and $(0.3) million from Senior Living for the three months ended March 31, 2024 and 2023, respectively.

NHC

As of March 31, 2024, we leased three ILFs and 32 SNFs to NHC, a publicly held company, under a master lease (four of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). Straight-line rental revenue of $0.1 million and $(0.3) million was recognized from NHC for the three months ended March 31, 2024 and 2023, respectively.

~~During~~NHC Percentage Rent - Under the ~~six months ended June 30, 2023, we completed~~terms of our master lease agreement 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 ~~dispositions of real estate properties within our Real Estate Investments portfolio as described below~~table summarizes the percentage rent income from NHC ($ in thousands):

Operator Date Properties Asset Class Net Proceeds Net Real Estate Investment Gain
Impairment2
BAKA Enterprises, LLC1,3
Q1 2023 1 ALF $ 7,478 $ 7,505 $ — $ (27)
Bickford1
Q1 2023 1 ALF 2,553 1,421 1,132 —
Chancellor Senior Living1,3
Q2 2023 1 ALF 2,355 1,977 378 —
Milestone Retirement1,3,4
Q2 2023 2 ALF 3,803 3,934 — (131)
Chancellor Senior Living1,3
Q2 2023 1 ALF 7,633 6,140 1,493 —
Milestone Retirement1,3,4
Q2 2023 1 ALF 1,602 1,452 150 —
Chancellor Senior Living Q2 2023 1 ALF 23,724 14,476 9,248 —
$ 49,148 $ 36,905 $ 12,401 $ (158)


	Three Months Ended March 31,
		2024		2023
Current year		$	1,379	$	965
Prior year final certification1		1,656		630
Total percentage rent income		$	3,035	$	1,595

1 ~~Assets were previously classified as “Assets held for sale~~”For purposes of the percentage rent calculation described in the ~~Consolidated Balance Sheet at December 31, 2022.~~master lease agreement, NHC’s annual revenue by facility for a given year is certified to NHI by March 31st of the following year.

2
~~Impairments~~

Two of the members of our Board of Directors, including our chairman, are ~~included in “~~also members of NHC’s board of directors.

Bickford

~~Loan and realty losses (gains)~~
~~” in~~

As of March 31, 2024, we leased 39 facilities to Bickford under four leases. During 2022, we converted Bickford to the ~~Condensed Consolidated Statements~~cash basis of ~~Income for the three and six months ended June 30, 2023.~~revenue recognition based upon information obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern.

3 ~~Total impairment charges previously recognized on these properties were $13.3 million in the aggregate.~~

4 ~~The Company provided aggregate financing of approximately $0.7 million, net of discounts, on these transactions in the form of notes receivable.~~

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During the three months ended March 31, 2024, Bickford repaid $1.5 million of its outstanding pandemic-related deferrals. During the three months ended March 31, 2023, Bickford repaid $0.2 million of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million recognized in connection with the acquisition of an ALF located in Chesapeake, Virginia from Bickford through a note receivable conversion. As of March 31, 2024, Bickford’s outstanding pandemic-related rent deferrals were $16.5 million.

Effective April 1, 2024, the combined rent for the portfolio was reset to $34.5 million per year through April 1, 2026, at which time the rent will be reset and will increase annually thereafter based on the Consumer Price Index. The minimum annual increase will be 2% with a cap on the annual increase of 3%. As part of the lease amendments, we agreed to fund up to $8.0 million of capital improvements on various properties. Rental revenue will increase at a lease rate of 8.0% applied to the amount expended.

Assets Held for Sale and Long-Lived Assets

~~The following is a summary~~As of ~~our assets held for sale (~~March 31, 2024 and ~~$ in thousands~~December 31, 2023):,

As of As of
June 30, 2023 December 31, 2022
Number of properties 5 13
Real estate, net $13,167 $43,302

Rental income associated with assets held for sale totaled $0.6 million and $1.6 million for the three and six months ended June 30, 2023, respectively, and $0.4 million and $1.1 million for the three and six months ended June 30, 2022, respectively. During the first quarter of 2023, one property in our Real Estate Investments portfolio was classified as an asset held for sale with a net real estate balance of ~~$5.0~~$5.0 million. Rental income associated with assets held for sale totaled $0.3 million and ~~two properties, previously~~$0.5 million for the three months ended March 31, 2024 and 2023, respectively.

In March 2024, we executed a purchase and sale agreement with a tenant to acquire its leased SLC for a purchase price of $38.5 million subject to the tenant’s ability to secure financing for the purchase. The purchase and sale agreement expires in December 2024. Until the tenant provides notification that it has obtained financing, the property continues to be classified as held ~~for sale with an aggregate~~and used and leased pursuant to the existing triple-net lease that generates approximately $2.9 million in annual rent and expires in July 2027. The property had a net ~~real estate balance~~investment of ~~$12.3~~$19.6 million ~~were reclassified~~ as ~~held for use.~~of March 31, 2024.

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023, we recorded impairment charges of approximately ~~$0.1 million on two properties and approximately $0.5~~$0.3 million on three properties ~~respectively, which were sold or classified as held for sale related to~~in our Real Estate Investments ~~portfolio.~~segment. The impairment charges are included in “Loan and realty losses (gains)” in the Condensed Consolidated ~~Statements~~Statement of ~~Income.~~Income for the three months ended March 31, 2023.

We reduce the carrying value of impaired properties to their estimated fair value or, with respect to the properties classified as assets 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).

~~Third Quarter 2023 Dispositions~~

During the third quarter of 2023, we sold one ALF located in Oregon for approximately $2.9 million in cash consideration, net of transaction costs. The property was classified in assets held for sale on the Condensed Consolidated Balance Sheet as of June 30, 2023 with an aggregate book value of $2.3 million. Prior impairment charges recognized on the property totaled $3.1 million.

~~Tenant Concentration~~Cash Basis Operators

~~The following table contains information regarding concentration in~~We have three tenants on the cash basis of accounting for their leasing arrangements based on our ~~Real Estate Investments portfolio~~assessment of ~~tenants or affiliates of tenants, that exceed 10% of total revenues~~each tenant’s ability to satisfy its contractual obligations. Cash rents received for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022, excluding $2.6 million for our corporate office, a credit loss reserve of $15.0 million and $341.0 million in assets for the SHOP segment~~were as follows ($ in thousands):

as of June 30, 2023
Revenues1
Asset Gross Real Notes Six Months Ended June 30,
Class Estate Receivable 2023 2022
Senior Living Communities, LLC (“Senior Living”) EFC $ 573,631 $ 48,950 $ 25,658 16% $ 25,549 19%
Bickford2
ALF 430,217 16,875 19,977 12% N/A N/A
National HealthCare Corporation (“NHC”) SNF 133,770 — 18,983 12% 18,597 14%
Holiday Retirement3
ILF — — N/A N/A 16,680 13%
All others, net Various 1,292,606 173,044 66,323 41% 53,214 41%
Escrow funds received from tenants
for property operating expenses Various — — 5,830 4% 5,195 4%
$ 2,430,224 $ 238,869 136,771 119,235
Resident fees and services4
23,493 15% 11,992 9%
$ 160,264 $ 131,227

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

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2 ~~Revenues are included in “All others”, net since they are less than 10% for the six months ended June 30, 2022.~~

3 ~~Revenues for the six months ended June 30, 2022 include an $8.8 million lease deposit recognized in the first quarter of 2022 and $6.9 million in escrow cash received in the second quarter of 2022.~~

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

~~At June 30, 2023, the two states in which we had an investment concentration of 10% or more were South Carolina (12.1%) and Texas (10.7%).~~

~~Senior Living~~

As of June 30, 2023, we leased ten retirement communities to Senior Living. We recognized straight-line rent revenue of $(0.6) million and $0.2 million from Senior Living for six months ended June 30, 2023 and 2022, respectively.

~~NHC~~

As of June 30, 2023, we leased three ILFs and 32 SNFs to NHC, a publicly held company, under a master lease (four of which are subleased to other parties for whom the lease payments are guaranteed to us by NHC). Straight-line rent of $(0.6) million was recognized for NHC for the six months ended June 30, 2023. For the six months ended June 30, 2022, NHC rent escalations were based primarily on a percentage increase in revenue over a base year that did not give rise to non-cash, straight-line rental income.

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

~~Bickford~~


	Three Months Ended March 31,
		2024		2023
Bickford1		$	9,364	$	7,807
All others		2,401		4,199
Total rental income from cash basis operators		$	11,765	$	12,006

As of June 30, 2023, we leased 39 facilities under four leases to Bickford. During the second quarter of 2022, we converted Bickford to the cash basis of revenue recognition based upon information obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continue as a going concern. As a result, we wrote off approximately $18.1 million of straight-line rents receivable and $7.1 million of lease incentives, that were included in “1~~Other assets” on the Condensed Consolidated Balance Sheet, to rental income in the second quarter of 2022.~~

During the three and six months ended June 30, 2023, Bickford repaid $0.4 million and $0.6 million, respectively, of its outstanding pandemic-related deferrals in addition to the reduction in deferrals of $2.5 million recognized in connection with the acquisition of the ALF located in Chesapeake, Virginia from Bickford. As of June 30, 2023, Bickford’s outstanding pandemic-related deferrals were $19.8 million.

~~Cash Basis Operators~~

~~Cash rent received from Bickford for the three and six months ended June 30, 2023 was $8.1 million and $15.9 million, respectively, which excludes~~Excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals recognized in connection with the acquisition of an ALF from Bickford in 2023.

Tenant Transition

In the ~~ALF~~first quarter of 2024, we began negotiations with a tenant to transition its leased SNF located in Wisconsin to a new operator. We wrote off in the first quarter of ~~2023 located in Chesapeake, Virginia discussed above.~~2024 the straight-line rent receivable of approximately $0.8 million associated with the existing lease that is expected to be terminated by the third quarter of 2024.

~~We placed~~Second Quarter 2024 Dispositions

In the second quarter of 2024, we completed the sale of two ~~additional operators~~ALFs located in Louisiana, previously leased to one of our tenants on ~~the~~ cash basis, for net cash proceeds of ~~accounting for their leases during 2022. Rental income associated with these tenants totaled $2.3~~$4.6 million, resulting in a gain of approximately $1.3 million. The properties were

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classified as held and ~~$6.5 million for~~used as of March 31, 2024 based on our assessment at that date of the ~~three and six months ended June 30, 2023, respectively.~~buyer’s ability to obtain financing to complete the purchase.

Tenant Purchase Options

Certain of our leases contain purchase options allowing tenants to acquire the leased ~~properties.~~properties at a fixed base price plus a specified share in any appreciation or a fixed base price. At ~~June 30, 2023, we~~March 31, 2024, tenants had ~~tenant~~ purchase options on three properties with an aggregate net investment of ~~$59.2~~$58.0 millionthat will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million ~~and $3.6 million~~ for both the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively, and $1.7 million and $3.5 million for the three and six months ended June 30, 2022,~~ respectively.

We cannot reasonably estimate at this time the probability that any 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.

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Future Minimum Base Rent

Future minimum lease payments to be received by us under our operating leases at ~~June 30, 2023, are~~March 31, 2024, were as follows ($ in thousands):


Remainder of 2023		$	112,857
2024		236,575
Remainder of 2024
2025	2025	240,463
2026	2026	246,996
2027	2027	201,486
2028	2028	195,894
2029
Thereafter	Thereafter	658,406
		$	1,892,677
	$

Variable Lease Payments

Most of our ~~existing~~ leases contain annual escalators in rent payments. Some of our leases contain escalators that are determined annually based on a variable index or other factors that are indeterminable at the inception of the lease. The table below indicates the ~~revenue~~rental income recognized as a result of fixed and variable lease escalators ($ in thousands):


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2023		2022		2023		2022
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
Lease payments based on fixed escalators
Lease payments based on fixed escalators
Lease payments based on fixed escalators	Lease payments based on fixed escalators	$	53,538	$	58,648	$	112,827	$	118,115
Lease payments based on variable escalators	Lease payments based on variable escalators	2,103		1,258		3,696		2,486
Straight-line rent income, net of write-offs		2,875		(14,915)		4,972		(13,836)
Lease payments based on variable escalators
Lease payments based on variable escalators
Straight-line rent, net of write-offs
Straight-line rent, net of write-offs
Straight-line rent, net of write-offs
Escrow funds received from tenants for property operating expenses	Escrow funds received from tenants for property operating expenses	3,212		2,157		5,830		5,195
Amortization and write-off of lease incentives		(776)		(7,166)		(1,075)		(7,419)
Escrow funds received from tenants for property operating expenses
Escrow funds received from tenants for property operating expenses
Amortization of lease incentives
Amortization of lease incentives
Amortization of lease incentives
Rental income	Rental income	$	60,952	$	39,982	$	126,250	$	104,541
Rental income
Rental income

Note 4. Mortgage and Other Notes Receivable

At ~~June 30, 2023,~~March 31, 2024, our investments in mortgage notes receivable totaled ~~$155.2~~$177.4 million secured by real estate and other assets of the borrowers ~~(e.g.~~(e.g., Uniform Commercial Code liens on personal property) related to 1417 facilities and in other notes receivable totaled ~~$83.7~~$96.9 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 ~~$15.0~~$15.5 million at ~~June 30, 2023. We have~~March 31, 2024. Our loans designated as non-performing as of March 31, 2024 and December 31, 2023 include a mortgage note receivable of $2.0 million and $2.1 million, respectively, due from Bickford and a mortgage note receivable of $10.0 million and a mezzanine loan of $14.5 million ~~with~~due from affiliates of one operator/~~borrower designated as non-performing at June 30, 2023 and December 31, 2022.~~borrower. This operator/borrower is also one of the tenants on the cash basis of accounting for its leases. Interest income recognized, representing cash received, from these non-performing loans was ~~$0.4~~ $0.5

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million ~~and $0.8 million, respectively~~ for both the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023. ~~Interest income recognized for the three and six months ended June 30, 2022 was $0.3 million and $0.7 million, respectively.~~ All other loans were on full accrual basis ~~at June 30, 2023~~as of March 31, 2024.

Carriage Crossing Senior Living Bloomington

In February 2024, we funded $15.0 million on a mortgage note receivable with Carriage Crossing Senior Living Bloomington (“Carriage Crossing”), with an additional $2.0 million available to be funded contingent upon the performance of facility operations until March 31, 2027. The five year loan agreement has an annual interest rate of 8.75% and ~~December 31, 2022.~~two one-year extensions.

Montecito Medical Real Estate

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. As of ~~June 30, 2023,~~March 31, 2024, 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 ~~both~~ the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ we ~~received interest of $0.5 million and $0.9 million, respectively.~~

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 accrue interest at an annual rate of 7.5% that is paid monthly in arrears plus an additional annual rate of

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4.5% to be paid upon certain future events including repayments, sales of fund investments, and 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, subject to two one-year extensions.~~$0.5 million and$0.4 million, respectively.

Bickford Construction and Mortgage Loans

As of ~~June 30, 2023,~~March 31, 2024, we had one fully funded construction loan of $14.7 million to Bickford. The construction loan is secured by a first mortgage 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 agreement, including the borrower’s obligation for payment of insurance and taxes. NHI has a fair market value purchase option on the property upon stabilization of the underlying operations. On certain development projects, Bickford 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 lease payments to NHI.operations.

~~As part of the sale of six properties to Bickford in 2021,~~At March 31, 2024, we ~~hold~~held a ~~$13.0~~$12.6 million second mortgage as a component of the purchase price ~~consideration.~~consideration in connection with the sale of six properties to Bickford in 2021. This second mortgage note receivable bears interest at a 10% annual rate and matures in April 2026. Interest income was $0.3 million ~~and $0.6 million~~ for both the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively and $0.3 million and $0.7 million for the three and six months ended June 30, 2022,~~ respectively, related to the second mortgage. 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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. During both the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, Bickford repaid $0.1 million ~~and $0.2 million~~ of principal ~~respectively,~~ on this note receivable which is reflected in “Gains on sale of real estate, net” in the Condensed Consolidated Statements of Income.

Senior Living

We have provided a $20.0 million revolving line of credit to 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, 2025, availability under the revolver will reduce to $15.0 million. The revolver matures in December 2029 at the time of lease maturity. At ~~June 30, 2023,~~March 31, 2024, the ~~$16.3~~$15.5 million outstanding under the revolver ~~bears~~bore interest at 8.0% per 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 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 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 table below have been calculated utilizing the most recent date for which data is available, ~~March~~December 31, 2023, 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 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

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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.

We consider the guidance in ASC 310-20, Receivables - Nonrefundable Fees and Other Costs, when determining whether a modification, extension or renewal constitutes a current period origination. The credit quality indicator as of ~~June 30, 2023,~~March 31, 2024 is presented below for the amortized cost, net by year of origination ($ in thousands):

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		2023		2022		2021		2020		2019		Prior		Total
	2024															2024	2023	2022	2021	2020	Prior	Total
Mortgages	Mortgages
more than 1.5x
more than 1.5x
more than 1.5x	more than 1.5x	$	—	$	64,198	$	—	$	22,278	$	32,700	$	2,694	$	121,870
between 1.0x and 1.5x	between 1.0x and 1.5x	—		—		—		—		—		14,700		14,700
less than 1.0x	less than 1.0x	—		—		—		2,174		6,423		—		8,597

		—		64,198		—		24,452		39,123		17,394		145,167
		14,855
		14,855
		14,855
Mezzanine	Mezzanine
more than 1.5x
more than 1.5x
more than 1.5x	more than 1.5x	490		—		17,695		—		—		—		18,185
between 1.0x and 1.5x	between 1.0x and 1.5x	—		—		23,951		—		—		—		23,951
less than 1.0x	less than 1.0x	214		—		—		—		—		8,126		8,340

		704		—		41,646		—		—		8,126		50,476
		—
		—
		—
Non-performing	Non-performing

less than 1.0x		—		—		—		—		—		24,500		24,500
		—		—		—		—		—		24,500		24,500
Revolver

between 1.0x and 1.5x	between 1.0x and 1.5x													18,726

between 1.0x and 1.5x
														18,726
between 1.0x and 1.5x
less than 1.0x
	—
Revolver
more than 1.5x
more than 1.5x
more than 1.5x
between 1.0x and 1.5x
										Credit loss reserve				(15,017)
														$	223,852
														18,226
														18,226
														18,226
									Credit loss reserve
													$

Due to the continuing challenges in financial markets and the potential impact on the collectability of our mortgages and other notes receivable, we forecasted 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 for estimating the reserves for non-performing loans incorporates the sufficiency of the underlying collateral and the 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 ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 ($ in thousands):


Beginning balance at January 1, ~~2023~~2024	$	~~15,338~~15,476
Provision for expected credit losses	~~(321)~~(1)


Balance at ~~June 30, 2023~~March 31, 2024	$	~~15,017~~15,475

Note 5. Senior Housing Operating Portfolio ~~Formation Activities~~Structure

~~Effective April 1, 2022 we transitioned~~Our SHOP segment is comprised of two ventures that own the operations of 15 ~~ILFs previously leased pursuant to a triple-net lease into two new~~ILFs. These 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~~were capitalized with preferred and common equity ~~interests. The~~interests with the Company ~~owns~~owning 100% of the preferred equity ~~interests~~and a controlling common equity interest in ~~these ventures with an annual fixed preferred return of approximately $10.2 million as of June 30, 2023. Additionally, the~~each venture. The managers, or related parties of the managers, own a non-controlling common equity ~~interests~~interest in their respective ventures. Each venture is discussed in more detail below.

Merrill Managed Portfolio

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We ~~transferred~~have six ILFs located in California and Washington ~~into~~in a consolidated venture with ~~Merrill.~~ Merrill ~~initially contributed $10.6 million in cash for its~~which owns a 20% common equity interest in the venture. In the second quarter of 2023, the members contributed an additional $4.6 million to fund additional capital expenditures, of which Merrill contributed $0.9 million in cash in accordance with its common equity interest percentage in the venture.venture. The operating agreement for the venture provides for contingent distributions to the members based on the attainment of certain ~~yields~~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

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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~~The noncontrolling interest associated with the venture was determined to be contingently redeemable and is classified in mezzanine equity as of March 31, 2024 and December 31, 2023, as discussed further in Note 10.

Discovery Managed Portfolio

We ~~transferred~~have nine ILFs located in Arkansas, Georgia, Ohio, Oklahoma, New Jersey, and South Carolina ~~into~~in a consolidated venture with the Discovery member which owns a ~~related party of Discovery. The Discovery member contributed $1.1 million in cash for its~~ 2% common equity interest in the venture. ~~The~~The operating agreement for the venture provides for contingent distributions to the members based on the attainment of certain yields on investment calculated on an annual basis. The noncontrolling interest associated with the venture is included in “Equity” on the Condensed Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023.

The properties are managed by separate related parties of Discovery pursuant to management agreements, each 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 6. Equity Method Investment

Concurrently with the acquisition of a CCRC from LCS-Westminster Partnership III, LLP in January 2020, we invested $0.9 million in the operating company, Timber Ridge OpCo, LLC (“Timber Ridge OpCo”), representing a ~~25%~~25.0% 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. 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 and 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~~OpCo 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 and the $2.5 million lease incentive distribution received. As of ~~June 30, 2023,~~March 31, 2024, 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 ~~June 30, 2023.~~March 31, 2024. Excess unrecognized equity method losses for this investment for both the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 were ~~$0.7 million and $1.3 million, respectively, and $0.9 million and $1.6 million for the three and six months ended June 30, 2022, respectively.~~$0.6 million. Cumulative unrecognized losses for this investment were ~~$7.2~~$9.9 million through ~~June 30, 2023.~~March 31, 2024. We recognized gains of approximately ~~$0.3 million and $0.6~~$0.2 million, representing cash distributions received related to our investment in Timber Ridge OpCo for the three ~~and six~~ months ended ~~June 30, 2022, respectively.~~March 31, 2024.

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”) acquired the Timber Ridge CCRC property and a subordination agreement was entered into pursuant to which the 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, under the terms of the resident loan assumption ~~agreement,~~agreements, 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 early resident mortgage liabilities under the guarantee. As a result of the subordination agreement and the resident loan assumption agreements, no liability has been recorded as of ~~June 30, 2023.~~March 31, 2024. The balance secured by the Deed and Indenture was ~~$12.9~~$11.8 million at ~~June 30, 2023.~~March 31, 2024.

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Note 7. Other Assets

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

June 30, 2023 December 31, 2022
SHOP accounts receivable, net of allowance of $488 and $375, and other assets $ 1,781 $ 1,341
Real estate investments accounts receivable and prepaid expenses 4,637 3,621
Lease incentive payments, net 12,115 3,190
Regulatory escrows 6,208 6,208
Restricted cash 1,863 2,225
$ 26,604 $ 16,585

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	March 31, 2024		December 31, 2023
SHOP accounts receivable, net of allowance of $375 and $343, and other assets	$	2,563	$	1,620
Real estate investments accounts receivable and prepaid expenses	5,364		3,296
Lease incentive payments, net	9,946		10,669
Regulatory escrows	6,208		6,208
Restricted cash	1,972		2,270
	$	26,053	$	24,063

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~~consisted of the following ($ in thousands):


		June 30, 2023		December 31, 2022
	March 31, 2024					March 31, 2024	December 31, 2023
Revolving credit facility - unsecured	Revolving credit facility - unsecured	$	196,000	$	42,000
Bank term loans - unsecured	Bank term loans - unsecured	200,000		240,000
2031 Senior notes - unsecured, net of discount of $2,439 and $2,600		397,561		397,400
2031 Senior Notes - unsecured, net of discount of $2,198 and $2,278
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	76,446		76,649

Unamortized loan costs	Unamortized loan costs	(10,192)		(8,538)
		$	1,134,815	$	1,147,511
	$

Aggregate principal maturities of debt as of ~~June 30, 2023 are~~March 31, 2024 were as follows ($ in thousands):


Remainder of 2023		$	50,205
2024		75,425
Remainder of 2024
2025	2025	325,816
2026	2026	196,000
2027	2027	100,000
2028	2028	—
2029
Thereafter	Thereafter	400,000
		1,147,446
	1,149,636
Less: discount	Less: discount	(2,439)
Less: unamortized loan costs	Less: unamortized loan costs	(10,192)
		$	1,134,815
	$

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

~~On March 31, 2022, we entered into an~~Our unsecured ~~revolving~~bank credit ~~agreement (the “2022 Credit Agreement”) providing us with~~facility consists of a $700.0 million unsecured revolving credit facility ~~replacing our previous $550.0 million unsecured revolver. The 2022~~(the “2022 Credit ~~Agreement~~Agreement”) that 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 one of the following (i) Term Secured Overnight Financing Rate (“SOFR”) (plus a credit spread adjustment) plus a margin ranging from

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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 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%. In addition, the 2022 Credit Agreement requires a facility fee equal to 0.125% to 0.30%, based on our credit rating.

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~~In the first quarter of 2023, we repaid $20.0 million of~~We have a ~~term loan with a maturity of September 2023 (the “2023 Term Loan”). In June 2023, we entered into a two-year~~ $200.0 million term loan agreement (the “2025 Term Loan”) ~~bearing~~that matures June 2025 and bears interest at a variable rate which is SOFR-based with a margin determined according to our credit ratings plus a 0.10% credit spread adjustment. The Company incurred approximately $2.7 million of deferred financing cost associated with this loan. The 2025 Term Loan proceeds were used to repay a portion of the remaining $220.0 million 2023 Term Loan balance. Accrued interest on borrowings was consistent with the new 2025 Term Loan. Upon repayment, we expensed approximately $0.1 million of unamortized loan costs associated with this loan which are included in “adjustment~~Loss on early retirement of debt~~”.

At ~~June 30, 2023,~~March 31, 2024, we had ~~$504.0~~$451.5 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 ~~June 30, 2023,~~March 31, 2024, 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 chairperson of 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

In January 2021, we issued $400.0 million in aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). 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, after deducting underwriting discounts and expenses, were approximately $392.3 million. The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants with which we were in compliance at ~~June 30, 2023.~~March 31, 2024.

Private Placement Notes

~~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.~~

Our ~~remaining~~ unsecured private placement notes as of ~~June 30, 2023,~~March 31, 2024, payable interest-only, are summarized below ($ in thousands):


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

Covenants pertaining to the unsecured private placement notes are generally conformed with those governing our credit facility, except for specific debt-coverage ratios that are more restrictive. Our unsecured private placement notes include a rate increase provision 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.

Fannie Mae Term Loans

As of ~~June 30, 2023,~~March 31, 2024, we had $60.1 million in Fannie Mae term-debt financing, that originated in March 2015, requiring interest-only payments at an annual rate of 3.79% with a 10-year maturity. The mortgages are non-recourse and secured by 11 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 September 2024, bears interest at a ~~nominal~~ rate of ~~4.6%~~4.60%,

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and has a remaining balance of ~~$16.3~~$16.0 million at ~~June 30, 2023.~~March 31, 2024. Collectively, ~~this~~the Fannie Mae debt is secured by properties having a net book value of ~~$102.6~~$100.0 million at ~~June 30, 2023.~~March 31, 2024.

Interest Expense

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


		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2023		2022		2023		2022
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
Interest expense on debt at contractual rates
Interest expense on debt at contractual rates
Interest expense on debt at contractual rates	Interest expense on debt at contractual rates	$	13,612	$	10,262	$	27,052	$	19,819
Capitalized interest	Capitalized interest	(22)		(9)		(41)		(10)
Capitalized interest
Capitalized interest
Amortization of debt issuance costs, debt discount and other
Amortization of debt issuance costs, debt discount and other
Amortization of debt issuance costs, debt discount and other	Amortization of debt issuance costs, debt discount and other	604		609		1,210		1,251
Total interest expense	Total interest expense	$	14,194	$	10,862	$	28,221	$	21,060
Total interest expense
Total interest expense

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Note 9. Commitments, Contingencies and Uncertainties

In the normal course of business, we enter into a variety of commitments, typically consisting of funding 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 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 ~~June 30, 2023,~~March 31, 2024, we had working capital, mortgage, construction and mezzanine loan commitments to six operators or borrowers for an aggregate of ~~$145.4~~$132.7 million, of which we had funded ~~$97.8~~$88.5 million toward these commitments. Loan funded amounts do not reflect the effects of discounts or commitment fees.

As of ~~June 30, 2023,~~March 31, 2024, we had ~~$23.2~~$15.5 million of development commitments for construction and renovation for ~~seven~~four properties of which we had funded ~~$18.0~~$12.6 million toward these commitments. One of our consolidated real estate partnerships, ~~NHI REIT~~NHI-REIT of DSL PropCo, LLC, has committed to fund up to $2.0 million toward the purchase of condominium units located at one of the facilities of which $1.0 million had been funded as of ~~June 30, 2023.~~March 31, 2024.

As of ~~June 30, 2023,~~March 31, 2024, we had an aggregate of ~~$13.9~~$8.9 million in remaining contingent lease inducement commitments in ~~five~~four lease agreements which are generally based on the performance of facility operations and may or may not be met by the tenant.

In the ~~six months ended June 30, 2023,~~second quarter of 2024, we ~~funded~~committed to fund up to $8.0 million and $10.0 million to ~~Timber Ridge OpCo based upon~~Bickford and Senior Living, respectively, for capital improvements on various properties in their leased portfolios. Rental revenue will increase at a lease rate of no less than 8.0% applied to the ~~achievement of all performance conditions as discussed in~~amount expended. See Note 7.3 for more detail.

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

The liability for expected credit losses on our unfunded ~~loans~~loan commitments reflected in “Accounts payable and accrued expenses” on the Condensed Consolidated Balance Sheets as of ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 is presented in the following table for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 ($ in thousands):


Beginning balance January 1, ~~2023~~2024	$	~~683~~279
Provision for expected credit losses	~~(380)~~10
Balance at ~~June 30, 2023~~March 31, 2024	$	~~303~~289

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 to be returned to the buyers to the extent the sold properties generate negative monthly cash flows over the twelve months following the dates of sale. As of June 30, 2023, all the escrowed funds were returned to the buyers.Litigation

~~Table~~Our facilities are subject to claims and suits in the ordinary course of ~~Contents~~

~~COVID-19 Pandemic Contingencies~~

~~Rental income for the three~~business. Such claims may include, among other things professional liability and ~~six months ended June 30, 2023 includes $0.6 million and $3.4 million, respectively,~~general liability claims, as well as regulatory proceedings related to ~~repayments~~our SHOP segment. Our managers, tenants and ~~other reductions of pandemic-related rent deferrals. Rental income for~~borrowers have indemnified, and are obligated to continue to indemnify us, against all liabilities arising from the ~~six months ended June 30, 2023 includes the $2.5 million in reduced pandemic-related rent deferrals in connection with the acquisition~~operation of the ~~ALF located in Chesapeake, Virginia discussed in Note 3. As~~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 us and certain of ~~June 30, 2023, aggregate pandemic-related rent concessions granted to tenants~~the owners and/or lessees of the facilities, management believes that ~~were initially accounted for as variable lease payments totaled approximately $29.5 million, net~~the ultimate resolution of ~~cumulative repayments and other reductions~~all such pending proceedings will have no direct material adverse effect on our financial condition, results of ~~$7.0 million and excluding any interest accrued.~~

Pandemic-related rent concessions granted for the three and six months ended June 30, 2022 totaled approximately $2.9 million and $10.7 million, of which Bickford accounted for approximately $5.5 million, respectively.operations or cash flows.

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 ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022.~~2023. 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 ~~June 30, 2023.~~March 31, 2024. Consequently, the noncontrolling interest will not be subsequently remeasured to its redemption amount until such contingent event and the related redemption are

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probable to occur. We will continue to reflect the attribution of gains or losses to the redeemable noncontrolling interest in each period.

The following table presents the change in “Redeemable noncontrolling interest” for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 ($ in thousands):


	~~Six~~Three Months Ended
	~~June 30, 2023~~March 31, 2024
Balance at January 1,	$	~~9,825~~9,656
~~Contributions~~	~~922~~
Net loss	~~(575)~~(225)
Distributions	(6)
Balance at ~~June 30,~~March 31,	$	~~10,172~~9,425

Note 11. Equity and Dividends

Share Repurchase Plan

On February ~~17, 2023,~~16, 2024, our Board of Directors ~~authorized a revised~~renewed our stock repurchase program (the ~~“Revised Repurchase~~“Repurchase Plan”) pursuant to which we may purchase up to $160.0 million in shares of our issued and outstanding common stock, par value $0.01 per share. 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 Securities Exchange Act of 1934, as amended, ~~(the “Exchange Act”)~~ and repurchases 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. No common stock was repurchased during the three months ended March 31, 2024 and 2023.

During the three and six months ended June 30, 2023, no common stock was repurchased. During 2022, cumulative repurchases through open market transactions totaled 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.~~At-the-Market (ATM) Equity Program

~~In March 2023, we renewed~~We maintain an ATM equity program which allows us to sell our ~~automatic “shelf” registration statement on Form S-3~~common stock directly into the market and ~~concurrently~~have entered into ~~a new~~an ATM equity ~~distribution~~offering sales agreement ~~whereby we can~~pursuant to which the Company may sell, from time to time, up to an aggregate sales price of $500.0 million inof the Company’s common ~~stock~~shares. No shares were issued under ~~an at-the-market (“ATM”)~~the ATM equity ~~program. We incurred approximately $0.5 million in costs for these programs.~~program during the three months ended March 31, 2024 and 2023.

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Dividends

The following table summarizes dividends declared by the Board of Directors or paid during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended March 31, 2024

~~Six~~Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 3, 2023

December 29, 2023

January 26, 2024

$0.90

February 16, 2024

March 28, 2024

May 3, 2024

$0.90

Three Months Ended ~~June 30,~~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

~~May 5, 2023~~

~~June 30, 2023~~

~~August 4, 2023~~

~~$0.90~~

~~Six Months Ended June 30, 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~~

~~May 6, 2022~~

~~June 30, 2022~~

~~August 5, 2022~~

~~$0.90~~

On ~~August 4, 2023,~~May 3, 2024, the Board of Directors declared a $0.90 per share dividend payable on August 2, 2024 to common stockholders of record ~~on September 29, 2023, payable on November 3, 2023.~~as of June 28, 2024.

Note 12. Share-Based Compensation

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The Company’s outstanding stock incentive awards have been granted under two incentive plans – the 2012 Stock Incentive Plan and the 2019 Stock Incentive Plan, ~~which was~~as amended and restated ~~in May 2023 (collectively, the~~(the “2019 Plan”). During the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, we granted options to purchase ~~385,500~~431,000 shares of common stock under the 2019 Plan.

The Amended and Restated 2019 Stock Incentive Plan, which was approved by stockholders in May 2023, increased the number of shares of common stock authorized for issuance under the 2019 Plan from 3,000,000 to 6,000,000 and added the ability of the Company to award shares of restricted stock and restricted stock units subject to such conditions and restrictions as the Company may determine. In ~~May 2023, 21,000~~February 2024, 15,000 shares of restricted stock were issued to executive officers with a grant date fair value of ~~$49.30~~$57.76 per share based on the market value of our common stock on the date of grant. The restricted stock will vest over five years, with 20% vesting on each anniversary of the date of grant. The restricted stock awards contain non-forfeitable rights to dividends or dividend equivalents during the vesting periods.

The weighted average fair value of options granted during the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 was $7.36 and ~~2022 was~~ $10.56 ~~and $11.92~~ 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:


		2023	2022
	2024					2024		2023
Dividend yield	Dividend yield	7.0%	7.0%	Dividend yield	6.4%		7.0%
Expected volatility	Expected volatility	39.7%	49.3%	Expected volatility	26.1%		39.7%
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	4.65%	1.75%	Risk-free interest rate	4.49%		4.65%

The following table summarizes our outstanding stock options:

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Weighted Average

Number

of Shares

Options outstanding, January 1, 2023

Options granted

Options forfeited

Options expired

Options outstanding, March 31, 2023

Exercisable at March 31, 2023

Options outstanding, January 1, 2024

Options granted

Weighted Average

Options expired

Number

Weighted Average

Remaining

of Shares

Exercise Price

Contractual Life (Years)

Options outstanding, January 1, 2022

1,652,505

$78.10

Options granted

718,000

$53.62

Options exercised

(10,000)

$53.41

Options forfeited

(23,000)

$62.33

Options expired

(74,498)

$77.93

Options outstanding, June 30, 2022

2,263,007

$70.63

Exercisable at June 30, 2022

1,726,987

$74.18

Options outstanding, January 1, 2023

2,216,175

$70.97

Options granted

385,500

$54.73

Options exercised

(5,166)

$53.41

Options forfeited

(61,168)

$66.44

Options expired

(88,170)

$64.33

Options outstanding, June 30, 2023

2,447,171

$68.80

2.76

Options outstanding, March 31, 2024

Exercisable at June 30, 2023

2,078,827

$71.40

2.51

Exercisable at March 31, 2024

At ~~June 30, 2023, there was no~~March 31, 2024, the intrinsic value of stock options outstanding and ~~exercisable. The aggregate intrinsic value of stock options exercised during the six months ended June 30, 2023 and 2022~~exercisable was ~~$1.23 per share or less than $0.1~~$11.1 million and ~~$4.94 per share or less than $0.1~~$9.1 million, respectively.

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 Six Months Ended
June 30, June 30,
2023 2022 2023 2022
Share-based compensation components:
Restricted stock expense $ 72 $ — $ 72 $ —
Stock option expense 697 1,428 2,802 6,511
Total share-based compensation expense $ 769 $ 1,428 $ 2,874 $ 6,511

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	Three Months Ended
	March 31,
	2024		2023
Share-based compensation components:
Restricted stock expense	$	158	$	—
Stock option expense	1,997		2,105
Total share-based compensation expense	$	2,155	$	2,105

As of ~~June 30, 2023,~~March 31, 2024, unrecognized compensation expense totaling ~~$3.6~~$3.7 million associated with stock-based awards iswas expected to be recognized over the following periods: remainder of ~~2023 - $1.7 million,~~ 2024 - ~~$1.4~~$2.0 million, 2025 - ~~$0.3~~$1.1 million, 2026 - $0.3 million, 2027 - $0.1 million, and thereafter - $0.1 million.

Note 13. Earnings Per Common Share

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):

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		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2023		2022		2023		2022
		Three Months Ended
		Three Months Ended
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
Net income
Net income
Net income	Net income	$	39,447	$	21,466	$	73,630	$	29,712
Add: net loss attributable to noncontrolling interests	Add: net loss attributable to noncontrolling interests	332		207		633		361
Add: net loss attributable to noncontrolling interests
Add: net loss attributable to noncontrolling interests
Net income attributable to stockholders
Net income attributable to stockholders
Net income attributable to stockholders	Net income attributable to stockholders	39,779		21,673		74,263		30,073
Less: net income attributable to unvested restricted stock awards	Less: net income attributable to unvested restricted stock awards	(19)		—		(19)		—
Less: net income attributable to unvested restricted stock awards
Less: net income attributable to unvested restricted stock awards
Net income attributable to common stockholders - basic
Net income attributable to common stockholders - basic
Net income attributable to common stockholders - basic	Net income attributable to common stockholders - basic	$	39,760	$	21,673	$	74,244	$	30,073

BASIC:	BASIC:

BASIC:

BASIC:
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	43,388,753		45,708,238		43,388,748		45,779,433

DILUTED:	DILUTED:

DILUTED:

DILUTED:
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	43,388,753		45,708,238		43,388,748		45,779,433
Stock options	Stock options	—		10,300		1,344		5,338
Stock options
Stock options
Weighted average dilutive common shares outstanding
Weighted average dilutive common shares outstanding
Weighted average dilutive common shares outstanding	Weighted average dilutive common shares outstanding	43,388,753		45,718,538		43,390,092		45,784,771

Earnings per common share - basic	Earnings per common share - basic	$	0.92	$	0.47	$	1.71	$	0.66

Earnings per common share - basic

Earnings per common share - basic
Earnings per common share - diluted
Earnings per common share - diluted
Earnings per common share - diluted	Earnings per common share - diluted	$	0.92	$	0.47	$	1.71	$	0.66

Incremental anti-dilutive shares excluded:	Incremental anti-dilutive shares excluded:

Incremental anti-dilutive shares excluded:

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
Net share effect of stock options with an exercise price in excess of the average market price for our common shares
Net share effect of stock options with an exercise price in excess of the average market price for our common shares	Net share effect of stock options with an exercise price in excess of the average market price for our common shares	903,425		503,862		776,771		488,187

Regular dividends declared per common share	Regular dividends declared per common share	$	0.90	$	0.90	$	1.80	$	1.80

Regular dividends declared per common share

Regular dividends declared per common share

Note 14. Fair Value of Financial Instruments

Carrying amounts and fair values of financial instruments that are not carried at fair value at ~~June 30, 2023~~March 31, 2024 and December 31, ~~2022~~2023 in the Condensed Consolidated Balance Sheets are as follows ($ in thousands):

Carrying Amount Fair Value Measurement
June 30, 2023 December 31, 2022 June 30, 2023 December 31, 2022
Level 2
Variable rate debt $ 389,769 $ 277,699 $ 396,000 $ 282,000
Fixed rate debt $ 745,046 $ 869,812 $ 652,999 $ 773,994
Level 3
Mortgage and other notes receivable, net $ 223,852 $ 233,141 $ 214,084 $ 227,611

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	Carrying Amount				Fair Value Measurement
	March 31, 2024		December 31, 2023		March 31, 2024		December 31, 2023
Level 2
Variable rate debt	$	443,758	$	439,693	$	448,500	$	445,000
Fixed rate debt	$	695,508	$	695,358	$	614,295	$	616,852

Level 3
Mortgage and other notes receivable, net	$	258,874	$	245,271	$	249,999	$	237,646

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.

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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.

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

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~~healthcare real estate through acquisition and financing of primarily ~~single- tenant~~single-tenant properties. Properties acquired are primarily leased under triple-net leases, and we are not involved in the management of the properties. The 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 properties. There were no intersegment transactions for ~~both~~either the three ~~and six~~ months ended ~~June 30, 2023 and 2022.~~March 31, 2024 or 2023. Capital expenditures for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 were approximately ~~$56.2~~$1.7 million for the Real Estate Investments segment and ~~$3.0~~$1.3 million for the SHOP segment. Capital expenditures for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 were approximately ~~$7.0~~$55.8 million for the Real Estate Investments segment and ~~$0.7~~$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 ~~June 30,~~March 31, 2024 and 2023 is as follows ($ in thousands):

2725

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For the three months ended June 30, 2023:		Real Estate Investment		SHOP		Non-segment/Corporate		Total
For the three months ended March 31, 2024:										For the three months ended March 31, 2024:	Real Estate Investments	SHOP	Non-segment/Corporate	Total
Rental income	Rental income	$	60,952	$	—	$	—	$	60,952
Resident fees and services	Resident fees and services	—		11,793		—		11,793
Interest income and other	Interest income and other	5,083		—		48		5,131
Total revenues	Total revenues	66,035		11,793		48		77,876
Senior housing operating expenses	Senior housing operating expenses	—		9,682		—		9,682
Taxes and insurance on leased properties	Taxes and insurance on leased properties	3,212		—		—		3,212
NOI	NOI	62,823		2,111		48		64,982
Depreciation	Depreciation	15,477		2,239		14		17,730
Interest	Interest	766		—		13,428		14,194
Legal	Legal	—		—		174		174
Franchise, excise and other taxes	Franchise, excise and other taxes	—		—		258		258
General and administrative	General and administrative	—		—		4,306		4,306
Loan and realty losses	Loan and realty losses	186		—		—		186
Gains on sales of real estate, net	Gains on sales of real estate, net	(11,366)		—		—		(11,366)
Gain on operations transfer		(20)		—		—		(20)

Loss on early retirement of debt		—		—		73		73

Gains from equity method investment

Gains from equity method investment

Gains from equity method investment
Net income (loss)	Net income (loss)	$	57,780	$	(128)	$	(18,205)	$	39,447

Total assets	Total assets	$	2,217,124	$	271,359	$	10,012	$	2,498,495
Total assets
Total assets


For the three months ended June 30, 2022:		Real Estate Investment		SHOP		Non-segment/Corporate		Total
For the three months ended March 31, 2023:										For the three months ended March 31, 2023:	Real Estate Investments	SHOP	Non-segment/Corporate	Total
Rental income	Rental income	$	39,982	$	—	$	—	$	39,982
Resident fees and services	Resident fees and services	—		11,992		—		11,992
Interest income and other	Interest income and other	7,825		—		100		7,925
Total revenues	Total revenues	47,807		11,992		100		59,899
Senior housing operating expenses	Senior housing operating expenses	—		9,113		—		9,113
Taxes and insurance on leased properties	Taxes and insurance on leased properties	2,157		—		—		2,157
NOI	NOI	45,650		2,879		100		48,629
Depreciation	Depreciation	15,638		2,116		18		17,772
Interest	Interest	771		—		10,091		10,862
Legal	Legal	—		—		339		339
Franchise, excise and other taxes	Franchise, excise and other taxes	—		—		225		225
General and administrative	General and administrative	—		—		5,049		5,049
Loan and realty losses		4,094		—		—		4,094
Loan and realty gains
Gains on sales of real estate, net	Gains on sales of real estate, net	(10,521)		—		—		(10,521)
Loss on operations transfer, net		729		—		—		729
Gain on note receivable payoff		(1,113)		—		—		(1,113)

Gains from equity method investment		(273)		—		—		(273)

Net income (loss)

Net income (loss)

Net income (loss)	Net income (loss)	$	36,325	$	763	$	(15,622)	$	21,466

Total assets	Total assets	$	2,277,599	$	277,155	$	32,537	$	2,587,291
Total assets
Total assets

Note 16. Variable Interest Entities

Consolidated Variable Interest Entities

SHOP - The assets of the SHOP ventures primarily consist of real estate properties, cash and cash equivalents, and resident fees and services (accounts receivable). The obligations of the ventures 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

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For the six months ended June 30, 2023: Real Estate Investment SHOP Non-segment/Corporate Total
Rental income $ 126,250 $ — $ — $ 126,250
Resident fees and services — 23,493 — 23,493
Interest income and other 10,391 — 130 10,521
   Total revenues 136,641 23,493 130 160,264
Senior housing operating expenses — 19,481 — 19,481
Taxes and insurance on leased properties 5,830 — — 5,830
   NOI 130,811 4,012 130 134,953
Depreciation 30,854 4,466 27 35,347
Interest 1,525 — 26,696 28,221
Legal — — 297 297
Franchise, excise and other taxes — — 441 441
General and administrative — — 9,959 9,959
Loan and realty gains (232) — — (232)
Gains on sales of real estate, net (12,763) — — (12,763)
Gain on operations transfer, net (20) — — (20)
Loss on early retirement of debt — — 73 73
    Net income (loss) $ 111,447 $ (454) $ (37,363) $ 73,630
ventures that can be used only to settle obligations of each respective SHOP venture primarily include approximately $259.6 million and $260.7 million of real estate properties, net, $2.9 million and $7.7 million of cash and cash equivalents, $2.6 million and $1.7 million of other assets, net, as of March 31, 2024 and December 31, 2023, respectively. Liabilities of the consolidated SHOP ventures for which creditors do not have recourse to the general credit of the Company are $2.6 million and $4.7 million as of March 31, 2024 and December 31, 2023, respectively. Reference Notes 5 and 10 for further discussion of these ventures.

Real Estate Partnerships

For the six months ended June 30, 2022: Real Estate Investment SHOP Non-segment/Corporate Total
Rental income $ 104,541 $ — $ — $ 104,541
Resident fees and services — 11,992 — 11,992
Interest income and other 14,542 — 152 14,694
   Total revenues 119,083 11,992 152 131,227
Senior housing operating expenses — 9,113 — 9,113
Taxes and insurance on leased properties 5,195 — — 5,195
   NOI 113,888 2,879 152 116,919
Depreciation 33,892 2,116 36 36,044
Interest 1,534 — 19,526 21,060
Legal — — 2,166 2,166
Franchise, excise and other taxes — — 469 469
General and administrative — — 13,150 13,150
Loan and realty losses 28,622 — — 28,622
Gains on sales of real estate, net (13,502) — — (13,502)
Loss on operations transfer, net 729 — — 729
Gain on note receivable payoff (1,113) — — (1,113)
Loss on early retirement of debt — — 151 151
Gains from equity method investment (569) — — (569)
    Net income (loss) $ 64,295 $ 763 $ (35,346) $ 29,712
- The aggregate assets of the two consolidated real estate partnerships that can be used only to settle obligations of each respective partnership as of March 31, 2024 and December 31, 2023 include approximately $250.5 million and $252.5 million of real estate properties, net, $9.7 million and $9.7 million in straight-line rent receivable, $2.5 million and $3.2 million of cash and cash equivalents and $7.2 million and $7.8 million of other assets, net, respectively. Liabilities of these partnerships for which creditors do not have recourse to the general credit of the Company are not material.

~~Note 16.~~ Unconsolidated Variable Interest Entities

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).

~~Table of Contents~~


Date	Date	Name	Source of Exposure	Carrying Amount		Maximum Exposure to Loss		Note Reference	Date	Name	Source of Exposure	Carrying Amount		Maximum Exposure to Loss		Note Reference
2014	2014	Senior Living	Notes and straight-line receivable	$	90,059	$	93,809	Notes 3, 4	2014	Senior Living	Notes and straight-line receivable	$	87,964	$	92,464	Notes 3, 4	Notes 3, 4
2016	2016	Senior Living Management	Notes	$	24,500	$	24,500	—	2016	Senior Living Management	Notes	$	24,500	$	24,500	—	—
2018	2018	Bickford	Notes and funding commitment	$	17,105	$	29,912	Notes 3, 4	2018	Bickford	Notes	$	16,861	$	29,415	Notes 3, 4	Notes 3, 4
2019	2019	Encore Senior Living	Various1	$	49,582	$	56,166	—	2019	Encore Senior Living	Various1	$	56,965	$	57,639	—	—
2020	2020	Timber Ridge OpCo	Various2	$	2,605	$	7,605	Notes 6, 7	2020	Timber Ridge OpCo	Various2	$	689	$	5,689	Notes 6, 7	Notes 6, 7
2020	2020	Watermark Retirement	Notes and straight-line receivable	$	8,754	$	11,278	—	2020	Watermark Retirement	Notes and straight-line receivable	$	9,450	$	11,723	—	—
2021	2021	Montecito Medical Real Estate	Notes and funding commitment	$	20,372	$	50,117	Note 4	2021	Montecito Medical Real Estate	Notes and funding commitment	$	20,498	$	50,243	Note 4	Note 4
2021	2021	Vizion Health	Notes and straight-line receivable	$	18,994	$	18,994	—	2021	Vizion Health	Notes and straight-line receivable	$	16,173	$	16,173	—	—
2021	2021	Navion Senior Solutions	Various3	$	8,820	$	8,820	—	2021	Navion Senior Solutions	Various3	$	7,990	$	7,990	—	—
2023	2023	Kindcare Senior Living	Notes	$	704	$	704	—	2023	Kindcare Senior Living	Notes4	$	758	$	758	—	—

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

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

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

4 Represents two mezzanine loans originated from the sales of real estate

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 non-payment of 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 tenants and operators of the properties and NHI may 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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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~References~~Unless the context otherwise requires, 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” include all of our consolidated subsidiaries.~~

Cautionary Statement Regarding Forward Looking Statements

This Quarterly Report on Form 10-Q and other materials we have filed or may file with the 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,” “target,” “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 ~~many of which are outside of our control,~~ 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 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 and if their financial condition or business prospects deteriorate, our financial condition and results of 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;

*Actual or perceived risks associated with pandemics, epidemics or outbreaks, such as the coronavirus pandemic (“COVID-19”), have had and may in the future have a material adverse effect on our operators’ business and results of operations;

*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~~regulation and payors, principally Medicare and Medicaid, and the effect of changes to laws, regulations and reimbursement rates on our tenants’ and borrowers’ business;

* We are exposed to the risk that the cash flows of our tenants, managers and borrowers 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 tenants, managers and borrowers against future litigation;

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

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

*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;

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

*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;

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

*~~Breaches of, disruptions to,~~A cybersecurity incident or other ~~unauthorized interference with the privacy and security~~form of data breach involving Company information could cause a loss of confidential consumer and other personal information, give rise to remediation and other expenses, expose us to ~~incur substantial costs~~liability under privacy and ~~reputational~~security and consumer protection laws, and subject us to federal and state governmental inquiries, damage our reputation, and ~~could become subject~~otherwise be disruptive to ~~litigation and enforcement actions;~~our business;

*We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous 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 ~~that~~which 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~~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, which subjects us to interest rate risk;

*Changes in our variable interest rates may adversely affect our ~~financial condition and results of operations;~~cash flows;

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

~~Table of Contents~~

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

* 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 taxable REIT subsidiary (“TRS”) 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;

* 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, ~~2022,~~2023, “Business” and “Risk Factors” under Part I, Item 1 and Item 1A, respectively, therein and “~~RiskFactors~~”“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.~~therein. 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~~ 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~~common 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. We caution readers not to place undue reliance on such forward-looking statements, which speak only as of the dates made. 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.

Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed 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 business segments: Real Estate Investments and SHOP. Our Real Estate Investments segment consists of real estate investments and leases, mortgages and other notes receivable in independent living facilities (“~~ILFs”~~ILF”), assisted living facilities (“ALF”), entrance-fee communities (“EFC”), senior living campuses (“SLC”), skilled nursing facilities (“SNF”) and a ~~hospital.~~hospital (“HOSP”). We fund our real estate investments primarily through: (1) operating cash flow, (2) debt, including note offerings, 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 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~~Investments Portfolio

As of ~~June 30, 2023,~~March 31, 2024, we had investments in real estate and mortgage and other notes receivable involving ~~177~~180 facilities located in 31 states. These investments involve ~~104~~97 senior housing properties, ~~72 skilled nursing facilities~~65 SNFs and one ~~hospital,~~HOSP, excluding ~~five properties~~one property classified as ~~assets~~an asset held for sale. These investments consisted of properties with an original aggregate cost of approximately $2.4 billion, rented under primarily triple-net leases to 25 tenants, and ~~$238.9~~$274.3 million aggregate carrying value of mortgages and other notes receivable, excluding an allowance for expected credit losses of ~~$15.0~~$15.5 million, due from 1514 borrowers.

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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).

~~Table of Contents~~

Senior Housing – Need-Driven includes ~~assisted living facilities (“ALF”)~~ALFs and ~~senior living campuses (“SLC”)~~SLCs 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 ILFs and ~~entrance-fee communities (“EFC”)~~EFCs 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”)~~SNFs and a ~~hospital (“HOSP”)~~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

~~Effective April 1, 2022,~~Our SHOP segment is comprised of two ventures that own the operations of 15 ~~senior housing ILFs previously part of the legacy Holiday properties were transferred from a triple-net lease to two separate ventures comprising our SHOP segment.~~ILFs. These ventures, in which NHI owns a majority interest, own the underlying independent living operations and are structured to comply with REIT requirements that utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes. These properties are operated by 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 ~~June 30, 2023,~~March 31, 2024, our SHOP segment consisted of 15 ILFs located in eight states, with a combined ~~1,734 units located in eight states.~~

1,732 units.

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The following tables summarize our portfolio, excluding $2.6 million for our corporate office, ~~$13.2~~$5.0 million in assets held for sale and a credit loss reserve of ~~$15.0~~$15.5 million, as of and for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 ($ in thousands):


Real Estate Investments and SHOP	Real Estate Investments and SHOP
					Properties	Beds/Units	NOI1		% Total		Gross Investment
Real Estate Investments and SHOP

Real Estate Investments and SHOP
					Properties
					Properties
					Properties								Beds/Units	NOI1	% Total	Gross Investment
Real Estate Properties	Real Estate Properties
		Senior Housing - Need-Driven
		Senior Housing - Need-Driven
		Senior Housing - Need-Driven
				Assisted Living
				Assisted Living
				Assisted Living
			Senior Living Campus
			Total Senior Housing - Need-Driven
	Senior Housing - Discretionary
				Independent Living
				Independent Living
				Independent Living
			Entrance-Fee Communities
			Total Senior Housing - Discretionary
			Total Senior Housing
	Medical Facilities
				Skilled Nursing Facilities
				Skilled Nursing Facilities
				Skilled Nursing Facilities
			Hospitals
		Senior Housing - Need-Driven
				Assisted Living	71	3,882	$	29,818	22.1	%	$	762,676
				Senior Living Campus	8	1,002	7,645		5.7	%	214,693
				Total Senior Housing - Need-Driven	79	4,884	37,463		27.8	%	977,369
		Senior Housing - Discretionary
				Independent Living	7	903	4,168		3.1	%	108,124
				Entrance-Fee Communities	11	2,917	30,342		22.5	%	746,485
				Total Senior Housing - Discretionary	18	3,820	34,510		25.6	%	854,609
				Total Senior Housing	97	8,704	71,973		53.4	%	1,831,978
		Medical Facilities
				Skilled Nursing Facilities	65	8,584	41,799		31.0	%	557,996
				Hospitals	1	64	2,045		1.5	%	40,250

				Total Medical Facilities	66	8,648	43,844		32.5	%	598,246
		Current Year Disposals and Held for Sale					4,603		3.4	%
				Total Real Estate Properties	163	17,352	120,420		89.3	%	2,430,224
				Total Medical Facilities
				Total Medical Facilities
				Total Medical Facilities
	Disposals and Held for Sale
				Total Real Estate Properties
				Total Real Estate Properties
				Total Real Estate Properties

Mortgage and Other Notes Receivable	Mortgage and Other Notes Receivable
		Senior Housing - Need-Driven			6	472	3,096		2.3	%	77,436
		Senior Housing - Discretionary			1	248	1,185		0.9	%	32,700
		Skilled Nursing Facilities			7	731	1,715		1.2	%	45,031
Mortgage and Other Notes Receivable
		Other Notes Receivable			—	—	4,170		3.1	%	83,702
		Current Year Note Payoffs			—	—	225		0.2	%	—
				Total Mortgage and Other Notes Receivable	14	1,451	10,391		7.7	%	238,869
Mortgage and Other Notes Receivable
		Senior Housing - Need-Driven
		Senior Housing - Need-Driven
		Senior Housing - Need-Driven
	Senior Housing - Discretionary
	Skilled Nursing Facilities
	Other Notes Receivable

				Total Mortgage and Other Notes Receivable
				Total Mortgage and Other Notes Receivable
				Total Mortgage and Other Notes Receivable

SHOP	SHOP
		Independent Living			15	1,734	4,012		3.0	%	341,023
SHOP

SHOP
		Independent Living
		Independent Living
		Independent Living
				Total	192	20,537	$	134,823	100	%	$	3,010,116
				Total
				Total
				Total

1Excludes Non-segment/Corporate NOI
1Excludes Non-segment/Corporate NOI
1Excludes Non-segment/Corporate NOI	1Excludes Non-segment/Corporate NOI

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Portfolio Summary	Portfolio Summary				Properties	NOI		% Portfolio		Investment		Portfolio Summary	Properties	NOI	% Portfolio	Gross Investment
		Real Estate Properties			163	$	120,420	89.3	%	$	2,430,224
		Mortgage and Other Notes Receivable			14	10,391		7.7	%	238,869
		SHOP			15	4,012		3.0	%	341,023
				Total Portfolio	192	$	134,823	100	%	$	3,010,116
	Real Estate Properties
	Mortgage and Other Notes Receivable
	SHOP
			Total Portfolio

Portfolio by Operator Type	Portfolio by Operator Type
		Public			55	$	32,343	24.0	%	$	411,740
		National Chain (Privately Owned)			3	5,464		4.1	%	172,385
		Regional			116	87,230		64.7	%	2,052,926
		Small			3	946		0.7	%	32,042
Current Year Disposals and Held for Sale						4,603		3.3	%	—
Current Year Note Payoffs						225		0.2	%	—
				Total Real Estate Investments Portfolio	177	130,811		97.0	%	2,669,093
SHOP					15	4,012		3.0	%	341,023
				Total Portfolio	192	$	134,823	100	%	$	3,010,116

Portfolio by Operator Type

Portfolio by Operator Type
		Public
		Public
		Public
	National Chain (Privately Owned)
	Regional
	Small
Disposals and Held for Sale

				Total Real Estate Investments Portfolio

				Total Real Estate Investments Portfolio

				Total Real Estate Investments Portfolio
SHOP
			Total Portfolio

The following table summarizes the geographic concentration of ~~NOI~~net operating income (“NOI”) of ~~our~~our portfolio, excluding Non-segment/Corporate NOI, for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023 ~~and 2022~~ ($ in thousands).


			Six Months Ended June 30,
		Three Months Ended March 31,								Three Months Ended March 31,
Location	Location		2023		2022		Location	2024	2023
South Carolina	South Carolina		$	16,614	$	17,432
Texas	Texas		15,747		14,021
Florida	Florida		13,741		12,598
Tennessee	Tennessee		8,997		8,084
Washington	Washington		6,827		7,761

All others	All others		72,897		56,871
NOI	NOI		$	134,823	$	116,767

For the ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, operators of facilities in our Real Estate Investments portfolio who provided 3% or more individually, and collectively ~~61%~~59% of our total revenues were (parent company, in alphabetical order): Bickford Senior Living (“Bickford”); Discovery Senior Living (“Discovery”); Encore Senior Living; Health Services Management; Life Care Services; NHC; Senior Living Communities (“Senior Living”); and The Ensign Group.

As of ~~June 30, 2023,~~March 31, 2024, our average effective annualized NOI for the Real Estate Investments reportable segment was ~~$9,577~~$10,051 per bed for SNFs, ~~$14,403~~$14,185 per unit for SLCs, ~~$14,664~~$16,315 per unit for ALFs, ~~$9,230~~$8,379 per unit for ILFs, ~~$20,623~~$20,537 per unit for EFCs and $63,899 per bed for the HOSP. As of ~~June 30, 2023,~~March 31, 2024, our average effective annualized NOI per unit for the SHOP reportable segment was ~~$4,869.~~$6,793.

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~~mortgage and other notes receivable. 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 their ability 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.

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~~COVID-19 Pandemic Update~~

Rental income for the three and six months ended June 30, 2023 includes $0.6 million and $3.4 million, respectively, related to repayments and other reductions of pandemic-related rent deferrals. Rental income for the six months ended June 30, 2023 includes the $2.5 million in reduced pandemic-related rent deferrals in connection with the acquisition of the ALF located in Chesapeake, Virginia discussed in Note 3. As of June 30, 2023, aggregate pandemic-related rent concessions granted to tenants that were initially accounted for as variable lease payments totaled approximately $29.5 million, net of cumulative repayments and other reductions of $7.0 million and excluding any interest accrued.

See 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, ~~2022.~~2023.

Investment ~~Highlights~~Activity

~~Since January 1, 2023, we have completed the following real estate investments ($ in thousands~~):Carriage Crossing Senior Living Bloomington

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 February 2024, we funded $15.0 million on a mortgage loan receivable with Carriage Crossing Senior Living Bloomington, with an additional $2.0 million available to be funded contingent upon the performance of facility operations until March 31, 2027. The five-year loan agreement has an annual interest rate of 8.75% and two one-year extensions.

~~Reference Note 3 to the condensed consolidated financial statements for more detail on real estate investments completed since January 1, 2023.~~

~~Asset Dispositions~~

~~During the six months ended June 30, 2023, we completed the following dispositions of real estate property within our Real Estate Investments portfolio as described below ($ in thousands~~):

Operator Date Properties Asset Class Net Proceeds Net Real Estate Investment Gain
Impairment2
BAKA Enterprises, LLC 1,3
Q1 2023 1 ALF $ 7,478 $ 7,505 $ — $ (27)
Bickford1
Q1 2023 1 ALF 2,553 1,421 1,132 —
Chancellor Senior Living1,3
Q2 2023 1 ALF 2,355 1,977 378 —
Milestone Retirement1,3,4
Q2 2023 2 ALF 3,803 3,934 — (131)
Chancellor Senior Living1,3
Q2 2023 1 ALF 7,633 6,140 1,493 —
Milestone Retirement1,3,4
Q2 2023 1 ALF 1,602 1,452 150 —
Chancellor Senior Living Q2 2023 1 ALF 23,724 14,476 9,248 —
$ 49,148 $ 36,905 $ 12,401 $ (158)

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 losses (gains)” in the Condensed Consolidated Statements of Income for the three and six months ended June 30, 2023.~~

3 ~~Total impairment charges recognized on these properties in prior periods were $13.3 million in the aggregate.~~

4~~The Company provided aggregate financing of approximately $0.7 million, net of discounts, on these transactions in the form of notes receivable.~~

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Assets Held for Sale and Impairment of Long-Lived Assets

~~Five properties~~One property in our Real Estate Investments portfolio, with an aggregate net real estate balance of ~~$13.2~~$5.0 million, ~~were~~was classified as ~~assets~~an asset held for sale on our Condensed Consolidated Balance Sheet as of ~~June 30, 2023.~~March 31, 2024. Rental income associated with ~~the five properties~~this property was ~~$0.6~~$0.3 million and ~~$1.6~~$0.5 million for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023, ~~respectively,~~respectively.

In March 2024, we executed a purchase and ~~$0.4~~sale agreement with a tenant to acquire its leased SLC for a purchase price of $38.5 million ~~and $1.1 million~~subject to the tenant’s ability to secure financing for the ~~three~~purchase. The purchase and ~~six months ended June 30, 2022, respectively. During~~sale agreement expires in December 2024. Until the ~~first quarter of 2023, one~~tenant provides notification that it has obtained financing, the property ~~in our Real Estate Investments portfolio was~~continues to be classified as held ~~for sale with~~and used and leased pursuant to the existing triple-net lease that generates approximately $2.9 million in annual rent and expires in July 2027. The property had a net ~~real estate balance~~investment of ~~$5.0~~$19.6 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.~~March 31, 2024.

During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023, we recorded impairment charges of approximately ~~$0.1~~$0.3 million ~~on two properties and approximately $0.5 million on~~for three properties ~~respectively, which were sold or classified as held for sale related to~~in our Real Estate Investments ~~portfolio.~~segment. The impairment charges are included in “Loan and realty losses ~~(gains)~~” in the Condensed Consolidated ~~Statements~~Statement of Income.

Second Quarter 2024 Dispositions

In the second quarter of 2024, we completed the sale of two ALFs located in Louisiana, previously leased to one of our tenants on cash basis, for net cash proceeds of $4.6 million, resulting in a gain of approximately $1.3 million. The properties were classified as held and used as of March 31, 2024 based on our assessment at that date of the buyer’s ability to obtain financing to complete the purchase.

Other

Our leases for real estate properties are typically structured as “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 ~~six~~three months ended ~~June 30, 2023,~~March 31, 2024, 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 generally recognized on a straight-line basis over the term of the lease.

In the first quarter of 2024, we began negotiations with a tenant to transition its leased SNF located in Wisconsin to a new operator. We wrote off in the first quarter of 2024 the straight-line rent receivable of approximately $0.8 million associated with the existing lease that is expected to be terminated by the third quarter of 2024.

Certain of our leases contain purchase options allowing tenants to acquire the leased properties. At ~~June 30, 2023, we~~March 31, 2024, tenants had ~~tenant~~ purchase options on three properties with an aggregate net investment of ~~$59.2~~$58.0 million that will become exercisable between 2027 and 2028. Rental income from these properties with tenant purchase options was $1.8 million ~~and $3.6 million~~ for both the three ~~and six~~ months ended ~~June 30, 2023, respectively,~~March 31, 2024 and ~~$1.7 million and $3.5 million for the three and six months ended June 30, 2022, respectively.~~2023.

~~Third Quarter 2023 Dispositions~~

Tenant Concentration

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The following table contains information regarding concentration in our Real Estate Investments portfolio of tenants or affiliates of tenants, that exceed 10% of total revenues for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ excluding $2.6 million for our corporate office, a credit loss reserve of ~~$15.0~~$15.5 million and ~~$341.0~~$348.7 million in real estate assets for the SHOP segment ($ in thousands):

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		As of June 30, 2023							Revenues1
		Asset		Gross Real		Notes			Six Months Ended June 30,
		Class		Estate		Receivable			2023			2022
	As of March 31, 2024
		Asset
		Asset
		Asset
		Class
		Class
		Class

Senior Living	Senior Living	EFC		$	573,631	$	48,950		$	25,658	16%	$	25,549	19%
Bickford2		ALF		430,217		16,875			19,977		12%	N/A

Senior Living

Senior Living																EFC	$	573,631		$	48,200		$	12,815			16%		$	12,833	16%
NHC	NHC	SNF		133,770		—			18,983		12%	18,597		14%	NHC	SNF	133,770		—		—	11,246			11,246	14%		14%				9,807	12%	12%
Holiday3		ILF		—		—			N/A		N/A	16,680		13%
Bickford															Bickford	ALF	429,043			16,747			10,054				12%		11,162		14%
All others, net	All others, net	Various		1,292,606		173,044			66,323		41%	53,214		41%	All others, net	Various	1,307,634		209,402		209,402	31,409			31,409	39%		39%				34,267	41%	41%
Escrow funds received from tenants	Escrow funds received from tenants
for property operating expenses	for property operating expenses	Various		—		—			5,830		4%	5,195		4%
				$	2,430,224	$	238,869		136,771			119,235
Resident fees and services4									23,493		15%	11,992		9%
									$	160,264		$	131,227
for property operating expenses
for property operating expenses																Various	—			—			2,733				3%		2,619		3%
			$
Resident fees and services3
Resident fees and services3
Resident fees and services3																											13,256		16%						11,700	14%
								$

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

2~~Revenues are included in “All others”, net since they are less than 10%~~ Amounts include any properties classified as held for ~~the six months ended June 30, 2022.~~sale.

3~~Revenues for the six months ended June 30, 2022 include an $8.8 million lease deposit recognized in the first quarter of 2022 and $6.9 million in escrow cash received in the second quarter of 2022.~~

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

Straight-line rent of ~~$(0.6)~~$(0.7) million and ~~$0.2~~$(0.3) million and interest income of ~~$1.9~~$0.9 million and ~~$1.8~~$1.0 million were recognized from the Senior Living investments for the ~~six~~three months ended ~~June 30,~~March 31, 2024 and 2023, ~~and 2022,~~ respectively. Straight-line rent of ~~$(0.6)~~$0.1 million and $(0.3) million was recognized ~~for~~from NHC for the ~~six~~three months ended June 30, 2023. For the six months ended June 30, 2022, NHC rent escalations were based primarily on a percentage increase in revenue over a base year that did not give rise to non-cash, straight-line rental income.March 31, 2024 and 2023, respectively. Interest income of ~~$1.5~~$0.7 million and ~~$2.6~~$0.9 million, respectively, was recognized from the Bickford notes ~~receivables~~receivable for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022, respectively. For the six months ended June 30, 2022, the Holiday lease was on the cash basis of accounting.~~2023. Reference Note 3 to the condensed consolidated financial ~~statements.~~statements included in this report.

Bickford

Effective April 1, 2024, the combined rent for the portfolio was reset to $34.5 million per year through April 1, 2026, at which time the rent will be reset and will increase annually thereafter based on the Consumer Price Index (“CPI”). The minimum annual increase will be 2% with a cap on the annual increase of 3%. As part of the lease amendments, we agreed to fund up to $8.0 million of capital improvements on 18 properties. Rental revenue will increase at a lease rate of 8.0% applied to the amount expended.

Cash Basis Operators

We ~~placed Bickford~~have three tenants on cash basis of ~~revenue recognition during the second quarter~~accounting for their leasing arrangements based on our assessment of ~~2022, based upon information we obtained from Bickford regarding its financial condition that raised substantial doubt as to its~~each tenant’s ability to ~~continue as a going concern.~~satisfy its obligations. Cash ~~rent~~rents received ~~from Bickford~~ for the three ~~and six~~ months ended ~~June 30,~~March 31, 2024 and 2023 ~~was $8.1 million and $15.9 million, respectively, which excludes~~were as follows ($ in thousands):


	Three Months Ended March 31,
		2024		2023
Bickford1		$	9,364	$	7,807
All others		2,401		4,199
Total rental income from cash basis operators		$	11,765	$	12,006

1Excludes $2.5 million of rental income related to the reduction of pandemic-related rent deferrals recognized in connection with the acquisition of ~~the~~an ALF ~~located~~from Bickford in ~~Chesapeake, Virginia discussed above.~~

2023.

We placed two additional operators on the cash basis of accounting for their leases during 2022. Rental income associated with these tenants totaled $2.3 million and $6.5 million, for the three and six months ended June 30, 2023, respectively.

Occupancy

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


		Properties	1Q22	2Q22	3Q22	4Q22	1Q23	2Q23
	Properties											Properties		1Q23		2Q23		3Q23		4Q23		1Q24	March 2024
Senior Living Same-Store	Senior Living Same-Store	9	81.7%	82.3%	83.3%	83.5%		82.2%	Senior Living Same-Store	9	83.5%		82.2%		81.9%		83.0%		83.4%		83.8%
Senior Living	Senior Living	10	81.8%	82.3%	83.2%		82.7%	81.4%	Senior Living	10	82.7%		81.4%		81.0%		82.4%		82.8%		83.1%
Bickford Same-Store1	Bickford Same-Store1	38	83.5%	83.8%	85.0%	83.6%	81.3%	81.6%	Bickford Same-Store1	38	81.3%		81.6%		83.8%		84.8%		85.4%
Bickford2	Bickford2	39	N/A	82.8%	84.6%	83.9%	81.6%	82.0%	Bickford2	39	81.6%		82.0%		84.2%		85.2%		85.9%		85.8%
SHOP	SHOP	15	77.7%	76.5%	76.9%	75.8%	75.2%	75.5%	SHOP	15	75.2%		75.5%		79.0%		83.2%		85.3%		86.3%

1All prior periods restated for the sale of an ALF in Iowa.

2Includes Chesapeake, Virginia building which opened in the second quarter of 2022. NHI exercised its purchase option in February 2023.

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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 an operator’s method of acquiring the use of its assets (interest and rent), its non-cash expenses (depreciation and amortization), and 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 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,~~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~~mortgage and other notes 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 ~~March~~December 31, 2023 and 2022 (the most recent periods available).

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NHI Real Estate Investments Portfolio
By asset type SHO SNF MEDICAL NON-SNF TOTAL
Properties 92 68 1 161
1Q22 1.14x 2.58x 2.69x 1.66x
1Q22 Occupancy 82.4% 75.7% 72.1% 79.0%
1Q23 1.26x 2.47x 2.57x 1.75x
1Q23 Occupancy 84.8% 79.0% 75.8% 81.8%
Market served Need Driven Need Driven excl. Bickford Discretionary Discretionary excl. SLC Medical Medical excl. NHC
Properties 78 40 14 5 69 34
1Q22 0.94x 0.92x 1.39x 1.81x 2.58x 1.94x
1Q22 Occupancy 82.9% 83.0% 81.7% 83.5% 75.7% 67.9%
1Q23 1.22x 1.07x 1.31x 1.34x 2.48x 2.09x
1Q23 Occupancy 85.5% 87.0% 83.8% 85.0% 78.9% 71.6%
Major tenants
NHC1
SLC2
Bickford2
Properties 35 10 38
1Q22 3.51x 1.22x 0.96x
1Q22 Occupancy 82.1% 80.1% 82.8%
1Q23 3.02x 1.28x 1.41x
1Q23 Occupancy 85.0% 82.9% 83.4%


NHI Real Estate Investments Portfolio1

By asset type	SHO	SNF	MEDICAL NON-SNF	TOTAL
Properties	91	68	1	160
4Q22 Coverage	1.23x	2.50x	2.65x	1.73x
4Q22 Occupancy	84.9%	77.8%	76.5%	81.2%
4Q23 Coverage	1.45x	2.82x	3.03x	2.00x
4Q23 Occupancy	84.3%	81.4%	79.7%	82.8%

Market served	Need Driven	Need Driven excl. Bickford	Discretionary	Discretionary excl. Senior Living	Medical	Medical excl. NHC
Properties	77	39	14	5	69	34
4Q22 Coverage	1.13x	1.02x	1.35x	1.76x	2.50x	2.11x
4Q22 Occupancy	85.7%	87.0%	83.7%	85.3%	77.8%	70.5%
4Q23 Coverage	1.35x	1.16x	1.54x	1.63x	2.83x	2.07x
4Q23 Occupancy	85.0%	86.6%	83.2%	84.3%	81.4%	73.6%

Major tenants	NHC2	Senior Living3	Bickford4
Properties	35	10	38
4Q22 Coverage	3.07x	1.17x	1.26x
4Q22 Occupancy	83.8%	82.6%	84.0%
4Q23 Coverage	3.80x	1.48x	1.58x
4Q23 Occupancy	87.9%	81.9%	82.9%

1All tables based on trailing 12 months; excludes transitioned properties under cash-flow based leases, loans and mortgages; excludes development and lease-up properties in operation less than 24 months; and includes proforma cash rent for stabilized acquisitions in the portfolio less than 24 months.

2 NHC Fixed Charge Coverage Ratio and displayed occupancies are on corporate-level. The occupancies are for the SNF portfolio only as can be seen in NHC’s public filings.

23 ~~There are no longer any significant PPP funds included in any of the coverages above. SLC~~Senor Living operates nine discretionary CCRC properties and one ~~need driven~~need-driven assisted living community.

4 Bickford ~~proforma coverage through~~pro forma coverages assuming the ~~first~~full impact of the April 2024 rent reset are 1.37x for the TTM ended in the fourth quarter of 2023 ~~represents coverage under~~and 1.19x for the ~~restructured lease.~~TTM ended in the fourth quarter of 2022.

Coverage ratios may include amounts provided by state and federal government programs to support businesses, including ~~health care~~healthcare providers, that have been impacted by the COVID-19 pandemic. These funds were largely distributed in 2020 and 2021 and as such do not substantially impact the 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. For many of the affected operators, as is typical of our portfolio in general, NHI has security deposits in place and/or 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 we monitor economic and financial conditions. The metrics presented in the tables above give no effect to the presence of these security deposits.

Real Estate and Mortgage Write-downs

In addition to 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~~healthcare providers. Our ~~condensed consolidated financial statements~~Condensed Consolidated Statement of Income for the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 ~~reflect~~reflects impairment charges of our long-lived assets of approximately ~~$0.1 million and $0.5 million, respectively.~~$0.3

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million. We reduced the carrying value of any impaired ~~properties~~property to estimated fair ~~values,~~value, or with respect to the properties classified as held for sale, to estimated fair value less ~~costs to sell.~~estimated transaction costs. We have no significant intangible assets currently recorded on our Condensed Consolidated Balance Sheet as of ~~June 30, 2023,~~March 31, 2024, that would require assessment for impairment.

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We have established a reserve for estimated credit losses of ~~$15.0~~$15.5 million and a liability of $0.3 million for estimated credit losses on unfunded loan commitments as of ~~June 30, 2023.~~March 31, 2024. 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~~Notes 3 and 4 in the condensed consolidated financial statements included in this report 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
		March 31,
		March 31,
		March 31,																				Period Change
	2024														2024						2023						$							%
Revenues:
Rental income
Rental income
Rental income
SHOs leased to Bickford
SHOs leased to Bickford
SHOs leased to Bickford											$	9,364					$	9,276					$	88					0.9		%
SHOs leased to Senior Living Management										SHOs leased to Senior Living Management	639						914						(275)						(30.1)		%

SHOs leased to Chancellor Health Care
SHOs leased to Chancellor Health Care
SHOs leased to Chancellor Health Care											1,278						1,969						(691)						(35.1)		%

		Three Months Ended
SNFs leased to NHC
		June 30,				Period Change
SNFs leased to NHC
		2023		2022		$		%
Revenues:
Rental income
SNFs leased to NHC	SNFs leased to NHC	$	9,484	$	8,495	$	989	11.6	%	11,192			10,115			10,115			1,077				1,077			10.6				10.6		%
SHOs leased to Bickford		8,119		(108)		8,227		NM
SHOs leased to Holiday Retirement		—		6,883		(6,883)		(100.0)	%

SHOs leased to Chancellor Health Care		468		—		468		NM

Other new and existing leases	Other new and existing leases	35,538		34,539		999		2.9	%
Current year disposals and assets held for sale		1,256		2,931		(1,675)		(57.1)	%
		54,865		52,740		2,125		4.0	%

Other new and existing leases

Other new and existing leases											37,527						36,021						1,506						4.2		%
Disposals and assets held for sale										Disposals and assets held for sale	485						2,587						(2,102)						(81.3)		%
	60,485													60,485						60,882						(397)							(0.7)		%
Straight-line rent adjustments, new and existing leases	Straight-line rent adjustments, new and existing leases	2,875		(14,915)		17,790		NM		Straight-line rent adjustments, new and existing leases	(308)			2,097				2,097			(2,405)				(2,405)			NM					NM
Amortization of lease incentives										Amortization of lease incentives	(723)						(299)						(424)						NM
Escrow funds received from tenants for taxes and insurance	Escrow funds received from tenants for taxes and insurance	3,212		2,157		1,055		48.9	%	Escrow funds received from tenants for taxes and insurance	2,733			2,619				2,619			114				114			4.4				4.4		%
Total Rental Income	Total Rental Income	60,952		39,982		20,970		52.4	%	Total Rental Income	62,187			65,299				65,299			(3,112)				(3,112)			(4.8)				(4.8)		%
Resident fees and services	Resident fees and services	11,793		11,992		(199)		(1.7)	%	Resident fees and services	13,256			11,700				11,700			1,556				1,556			13.3				13.3		%
Interest income and other	Interest income and other

Encore Senior Living mortgage loan

Encore Senior Living mortgage loan	Encore Senior Living mortgage loan	950		604		346		57.3	%

Encore Senior Living mortgage loan											1,130						868						262						30.2		%
Capital Funding Group										Capital Funding Group	1,432						985						447						45.4		%

Loan payoffs

Loan payoffs

Loan payoffs	Loan payoffs	—		3,822		(3,822)		(100.0)	%	—			225			225			(225)				(225)			(100.0)				(100.0)		%
Other new and existing mortgages and notes	Other new and existing mortgages and notes	4,133		3,400		733		21.6	%	Other new and existing mortgages and notes	3,380			3,230				3,230			150				150			4.6				4.6		%
Total Interest Income from Mortgage and Other Notes	Total Interest Income from Mortgage and Other Notes	5,083		7,826		(2,743)		(35.0)	%	Total Interest Income from Mortgage and Other Notes	5,942			5,308				5,308			634				634			11.9				11.9		%
Other income	Other income	48		99		(51)		(51.5)	%	Other income	128			81				81			47				47			58.0				58.0		%
Total Revenues	Total Revenues	77,876		59,899		17,977		30.0	%	Total Revenues	81,513			82,388				82,388			(875)				(875)			(1.1)				(1.1)		%
Expenses:	Expenses:
Depreciation	Depreciation
SHOs leased to Holiday		254		—		254		NM
Depreciation
Depreciation
ALFs leased to Bickford
ALFs leased to Bickford
ALFs leased to Bickford											2,782						2,823						(41)						(1.5)		%

ALFs leased to Encore		2,970		2,737		233		8.5	%
SHOs leased to Silverado
SHOs leased to Silverado
SHOs leased to Silverado											254						170						84						49.4		%
Current year disposals and assets held for sale	Current year disposals and assets held for sale	156		690		(534)		(77.4)	%	Current year disposals and assets held for sale	—			45				45			(45)				(45)			(100.0)				(100.0)		%
Other new and existing assets	Other new and existing assets	14,350		14,345		5		—	%	Other new and existing assets	14,469			14,579				14,579			(110)				(110)			(0.8)				(0.8)		%
Total Depreciation	Total Depreciation	17,730		17,772		(42)		(0.2)	%	Total Depreciation	17,505			17,617				17,617			(112)				(112)			(0.6)				(0.6)		%
Interest	Interest	14,194		10,862		3,332		30.7	%	Interest	14,869			14,027				14,027			842				842			6.0				6.0		%
Senior housing operating expenses	Senior housing operating expenses	9,682		9,113		569		6.2	%	Senior housing operating expenses	10,314			9,799				9,799			515				515			5.3				5.3		%
Non-cash share-based compensation expense		770		1,428		(658)		(46.1)	%
Legal										Legal	236						122						114						93.4		%
Franchise, excise and other taxes										Franchise, excise and other taxes	(187)						183						(370)						NM
Taxes and insurance on leased properties	Taxes and insurance on leased properties	3,212		2,157		1,055		48.9	%	Taxes and insurance on leased properties	2,733			2,619				2,619			114				114			4.4				4.4		%
Loan and realty losses		186		4,094		(3,908)		(95.5)	%
Legal		174		339		(165)		(48.7)	%
Other expenses		3,794		3,846		(52)		(1.4)	%
Loan and realty losses (gains)										Loan and realty losses (gains)	10						(418)						428						NM
General and administrative										General and administrative	5,642						5,653						(11)						(0.2)		%
Total Expenses	Total Expenses	49,742		49,611		131		0.3	%	Total Expenses	51,122			49,602				49,602			1,520				1,520			3.1				3.1		%
Income before investment and other gains and losses	Income before investment and other gains and losses	28,134		10,288		17,846		NM		Income before investment and other gains and losses	30,391			32,786				32,786			(2,395)				(2,395)			(7.3)				(7.3)		%
Gains on sales of real estate, net	Gains on sales of real estate, net	11,366		10,521		845		8.0	%	Gains on sales of real estate, net	100			1,397				1,397			(1,297)				(1,297)			(92.8)				(92.8)		%
Gain (loss) on operations transfer, net		20		(729)		749		NM

Gains from equity method investment	Gains from equity method investment	—		273		(273)		(100.0)	%
Gain on note receivable payoff		—		1,113		(1,113)		(100.0)	%
Loss on early retirement of debt		(73)		—		(73)		NM
Gains from equity method investment
Gains from equity method investment											166						—						166						NM

Net income

Net income

Net income	Net income	39,447		21,466		17,981		83.8	%	30,657			34,183			34,183			(3,526)				(3,526)			(10.3)				(10.3)		%
Add: net loss attributable to noncontrolling interests	Add: net loss attributable to noncontrolling interests	332		207		125		60.4	%	Add: net loss attributable to noncontrolling interests	290			301				301			(11)				(11)			(3.7)				(3.7)		%
Net income attributable to stockholders	Net income attributable to stockholders	39,779		21,673		18,106		83.5	%	Net income attributable to stockholders	30,947			34,484				34,484			(3,537)				(3,537)			(10.3)				(10.3)		%
Less: net income attributable to unvested restricted stock awards	Less: net income attributable to unvested restricted stock awards	(19)		—		(19)		NM		Less: net income attributable to unvested restricted stock awards	(32)			—				—			(32)				(32)			NM					NM
Net income attributable to common stockholders	Net income attributable to common stockholders	$	39,760	$	21,673	$	18,087	83.5	%	Net income attributable to common stockholders	$	30,915		$			$	34,484		$			$	(3,569)		(10.3)				(10.3)		%

NM - not meaningful	NM - not meaningful
NM - not meaningful
NM - not meaningful

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Financial highlights for the three months ended ~~June 30, 2023,~~March 31, 2024, compared to the same period of ~~2022~~2023, were as follows:

•Rental income recognized from our tenants ~~increased $21.0~~decreased $3.1 million, or ~~52.4%~~4.8%, primarily as a result of properties disposed of since March 2023 and a ~~reduction~~decrease in pandemic-related rent ~~concessions granted~~deferral repayments of approximately ~~$2.9~~$0.9 million, ~~and~~partially offset by new investments funded since ~~June 2022.~~March 2023 and an increase in NHC’s percentage rent. Included in rental income for the three months ended ~~June 30, 2022 are~~March 31, 2024 is a write ~~offs in the second quarter~~off of ~~2022~~a straight-line rent receivable of ~~$18.1~~approximately $0.8 million ~~of straight-line rents receivable and $7.1 million of lease incentives~~ related to ~~placing Bickford on~~ the ~~cash basis~~expected termination of ~~revenue recognition, partially offset by~~an existing lease and re-tenanting of a SNF. See Note 3 to the ~~recognition of the Holiday lease deposit of $6.9 million~~condensed consolidated financial statements included in ~~prior year rental income.~~this report.

•Funds received for reimbursement of property operating expenses totaled ~~$3.2~~$2.7 million for the three months ended ~~June 30, 2023,~~March 31, 2024, compared to ~~$2.2~~$2.6 million for the three months ended ~~June 30, 2022,~~March 31, 2023, 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 in the reimbursement income and corresponding property expenses is due to increased amounts received from tenants and expenses paid on their behalf.

•Resident fees and services less senior housing operating expenses ~~decreased $0.8~~increased $1.0 million, or ~~27%~~55%, primarily due to increased ~~operating expenses~~revenues from higher occupancy in our SHOP activities in the current ~~year.~~period. See Note 5 to the condensed consolidated financial statements included in this report.

•Interest income from mortgages and other notes ~~decreased $2.7~~increased $0.6 million, or ~~35%~~11.9%, primarily due to ~~paydowns on loans, net of~~ new and existing loan ~~fundings.~~fundings, net of paydowns on loans.

•Interest expense increased ~~$3.3~~$0.8 million, or ~~30.7%~~6.0%, primarily as the result of increased interest rates, ~~and~~offset by reduced borrowings on the unsecured revolving credit facility ~~offset by~~and partial repayments of term ~~loans.~~loans;

•~~Non-cash share-based compensation expense~~Franchise, excise and other taxes decreased ~~$0.7~~$0.4 million due to refunds in ~~the second quarter of 2023, due primarily to the reduced number of stock options granted in the first quarter of 2023 compared to the prior year’s grants.~~two states.

•Loan and realty losses (gains) ~~were $0.2~~decreased $0.4 million associated with the decrease of the credit loss reserve of $0.7 million offset by real estate impairment charges on ~~one property~~three properties of $0.3 million in the ~~second~~first quarter of 2023 in our Real Estate Investments segment as described under the heading “Assets Held for Sale and Long-Lived Assets” in Note 3 to the condensed consolidated financial statements. During the second quarter of 2022, four real estate properties were impaired resulting in a total of $4.1 million in impairment charges and an increase in the credit loss reserve of approximately $0.1 million.

•~~Legal costs decreased $0.2 million primarily related to the Welltower, Inc. litigation and transition activities for the legacy Holiday portfolio that occurred in the prior year.~~

•Gains on sales of real estate, net were $11.4 million primarily associated with the disposition of three properties in the second quarter of 2023 included in the assets disposition table under the heading “~~Assets Dispositions”~~ ~~in Note 3 to the condensed consolidated financial statements. During the second quarter of 2022, we disposed of five properties that resulted in a gain of approximately $10.5 million.~~

•Gain (loss) on operations transfer, net represents the net impact upon terminating the master lease with Well Churchill Leasehold Owner, LLC, a subsidiary of Welltower, Inc., on April 1, 2022. See Note 5 to the condensed consolidated financial statements.

•Gain on note receivable payoff decreased $1.1 million, or 100.0%, due to the prepayment fee of $1.1 million from the early repayment of a $111.3 million mortgage note receivable in the second quarter of 2022.

~~Table of Contents~~

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

Six Months Ended
June 30, Period Change
2023 2022 $ %
Revenues:
Rental income
ALFs leased to Silverado $ 1,042 $ — $ 1,042 NM
ALFs leased to Bickford 17,396 5,067 12,329 243.3 %
SHOs leased to Discovery 4,323 3,033 1,290 42.5 %
SNFs leased to NHC 19,599 16,832 2,767 16.4 %
ALFs leased to Chancellor Health Care 1,677 724 953 131.6 %
SHOs leased to Holiday — 15,588 (15,588) (100.0) %
Other new and existing leases 66,808 66,740 68 0.1 %
Current year disposals and assets held for sale 4,603 5,198 (595) (11.4) %
115,448 113,182 2,266 2.0 %
Straight-line rent adjustments, new and existing leases 4,972 (13,836) 18,808 (135.9) %
Escrow funds received from tenants for taxes and insurance 5,830 5,195 635 12.2 %
Total Rental Income 126,250 104,541 21,709 20.8 %
Resident fees and services 23,493 11,992 11,501 95.9 %
Interest income and other
Bickford loans 1,408 2,551 (1,143) (44.8) %
Loan payoffs 225 5,177 (4,952) (95.7) %
Other new and existing mortgages and notes 8,757 6,813 1,944 28.5 %
Total Interest Income from Mortgage and Other Notes 10,390 14,541 (4,151) (28.5) %
Other income 131 153 (22) (14.4) %
Total Revenues 160,264 131,227 29,037 22.1 %
Expenses:
Depreciation
ALFs leased to Chancellor 642 1,562 (920) (58.9) %
HOSP leased to Vizion Health 1,300 790 510 64.6 %
SHOs leased to Holiday — 2,326 (2,326) (100.0) %
SHOP depreciation 4,466 2,116 2,350 111.1 %
Current year disposals and assets held for sale 313 1,076 (763) (70.9) %
Other new and existing assets 28,626 28,174 452 1.6 %
Total Depreciation 35,347 36,044 (697) (1.9) %
Interest 28,221 21,060 7,161 34.0 %
Senior housing operating expenses 19,481 9,113 10,368 113.8 %
Non-cash share-based compensation expense 2,874 6,511 (3,637) (55.9) %
Legal 297 2,166 (1,869) (86.3) %
Loan and realty (gains) losses (232) 28,622 (28,854) (100.8) %
Taxes and insurance on leased properties 5,830 5,195 635 12.2 %
Other expenses 7,526 7,108 418 5.9 %
Total Expenses 99,344 115,819 (16,475) (14.2) %
Income before investment and other gains and losses 60,920 15,408 45,512 295.4 %
Gains from equity method investment — 569 (569) (100.0) %
Gains on sales of real estate, net 12,763 13,502 (739) (5.5) %
Gains (loss) on operations transfer, net 20 (729) 749 (102.7) %
Gain on note receivable payoff — 1,113 (1,113) (100.0) %
Loss on early retirement of debt (73) (151) 78 (51.7) %
Net income 73,630 29,712 43,918 147.8 %
Add: net loss attributable to noncontrolling interests 633 361 272 75.3 %
Net income attributable to stockholders 74,263 30,073 44,190 146.9 %
Less: net income attributable to unvested restricted stock awards (19) — (19) NM
Net income attributable to common stockholders $ 74,244 $ 30,073 $ 44,171 146.9 %
NM - not meaningful

~~Table of Contents~~

~~Financial highlights for the six months ended June 30, 2023, compared to the same period in 2022 were as follows:~~

•Rental income recognized from our tenants increased $21.7 million, or 20.8%, primarily as a a reduction in pandemic-related rent concessions granted of approximately $10.7 million and new investments funded since June 2022. Included in rental income for the six months ended June 30, 2022 are write offs in the second quarter of 2022 of $18.1 million of straight-line rents receivable and $7.1 million of lease incentives related to placing Bickford on the cash basis of revenue recognition, partially offset by the recognition of the Holiday lease deposit and escrow of $15.7 million in prior year rental income.

•Resident fees and services less senior housing operating expenses increased $1.1 million or 39% primarily due to our SHOP activities commenced on April 1, 2022. See Note 5 to the condensed consolidated financial statements.

•~~Interest income from mortgage and other notes decreased $4.2 million, or 28.5%, primarily due to paydowns on loans, net of new and existing loan fundings.~~

•~~Depreciation expense decreased $0.7 million or 1.9%, primarily as a result of property dispositions of approximately $82.1 million since June 2022.~~

•~~Interest expense increased $7.2 million, or 34.0%, as the result of increased interest rates and borrowings on the unsecured revolving credit facility, offset by repayments on term loans.~~

•Non-cash share-based compensation expense decreased $3.6 million, or 55.9%, due primarily to the reduced number of stock options granted in the first quarter of 2023 compared to the prior year’s grants.

•~~Legal expenses decreased $1.9 million primarily related to the Welltower, Inc. litigation and transition activities for the legacy Holiday portfolio in the prior year.~~

•Loan and realty (gains) losses decreased $28.9 million primarily as a result of impairment charges on 11 real estate properties of $28.7 million in the six months ended June 30, 2022, offset by an increase in credit loss expense of $0.6 million compared to the same period in 2022.

•~~For more information on Gains from equity method investment reference Note 6 to the condensed consolidated financial statements.~~

•Gains on sales of real estate, net decreased ~~$0.7 million, for the six months ended June 30, 2023 as compared to the same period~~$1.3 million. The gain recognized in the ~~prior year. For the six months ended June 30,~~first quarter of 2023 ~~we recorded $12.8 million in gains from dispositions of real estate assets as described under “Asset Dispositions” in Note 3 to the condensed consolidated financial statements. For the six months ended June 30, 2022, we~~was associated with one property disposition. No properties were sold ~~13 properties generating gains on sales of real estate totaling $13.5 million.~~

•~~Gain on note receivable payoff of $1.1 million reflects the prepayment fee from the early repayment of a $111.3 million mortgage note receivable~~ in the ~~second~~first quarter of ~~2022.~~

2024.

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Liquidity and Capital Resources

At ~~June 30, 2023,~~March 31, 2024, we had ~~$504.0~~$451.5 million available to draw on our revolving credit facility, ~~$17.4~~$11.4 million in unrestricted cash and cash equivalents, and the potential to access $500.0 million through the issuance of common stock under the Company’s 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~~ 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 the SHOP activities 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):


		Six Months Ended June 30,				One Year Change
		2023		2022		$		%
	Three Months Ended March 31,																Three Months Ended March 31,									One Year Change
	2024													2024					2023					$								%
Cash and cash equivalents and restricted cash, January 1	Cash and cash equivalents and restricted cash, January 1	$	21,516	$	39,485	$	(17,969)	(45.5)	%	Cash and cash equivalents and restricted cash, January 1	$	24,617	$		$	21,516		$		$	3,101		14.4					14.4		%
Net cash provided by operating activities	Net cash provided by operating activities	81,544		95,448		(13,904)		(14.6)	%	Net cash provided by operating activities	40,827		31,048			31,048			9,779			9,779			31.5					31.5		%
Net cash provided by investing activities		5,980		192,223		(186,243)		NM
Net cash used in investing activities										Net cash used in investing activities	(16,193)				(27,521)					11,328							(41.2)		%
Net cash used in financing activities	Net cash used in financing activities	(89,766)		(281,096)		191,330		(68.1)	%	Net cash used in financing activities	(35,922)		(9,516)			(9,516)			(26,406)			(26,406)			NM						NM
Cash and cash equivalents and restricted cash, June 30		$	19,274	$	46,060	$	(26,786)	(58.2)	%
Cash and cash equivalents and restricted cash, March 31										Cash and cash equivalents and restricted cash, March 31	$	13,329			$	15,527				$	(2,198)						(14.2)		%

NM - Not meaningful

Operating Activities – Net cash provided by operating activities for the ~~six~~three months ended ~~June 30, 2023, which includes~~March 31, 2024 included 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 17 senior housing properties for net proceeds of approximately $109.2 million since June 2022, offset by reduced pandemic-related rent concessions granted of approximately $10.7 million.completed.

Investing Activities – Net cash ~~provided by~~used in investing activities for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 was comprised primarily of ~~proceeds from the sales of real estate of approximately $48.6 million and the collection of principal on mortgage and other notes receivable of approximately $9.5 million, offset by $54.6~~$19.0 million of investments in mortgage and other notes receivable and renovations and acquisitions of real ~~estate.~~estate and equipment and the collection of principal on mortgage and other notes receivable of approximately $2.6 million.

Financing Activities – Net cash used in financing activities for the ~~six~~three months ended ~~June 30, 2023 differs~~March 31, 2024 differed from the same period in ~~2022~~2023 primarily as a result of an approximately ~~$124.0~~$24.5 million ~~increase~~decrease in net borrowings, and a decrease of ~~$8.8~~$2.0 million in proceeds from noncontrolling interests ~~a decrease of the repurchase of common stock of approximately $70.0 million, a decrease in debt issuance cost of $1.9 million and a decrease in dividend payments approximately of $4.4 million~~ over the same period in ~~2022.~~2023.

Debt Obligations

As of ~~June 30, 2023,~~March 31, 2024, we had outstanding debt of $1.1 billion. Reference Note 8 to the condensed consolidated financial statements included in this report for additional information about our outstanding indebtedness. Also, reference Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” in this report for more details on our indebtedness and the impact of interest rate risk.

Unsecured Bank Credit Facility - ~~On March 31, 2022, we entered into an~~Our unsecured ~~revolving~~bank credit ~~agreement (the “2022 Credit Agreement”) providing us with a~~facility consists of $700.0 million unsecured revolving credit facility ~~replacing our previous $550.0 million unsecured revolver. The 2022~~(the “2022 Credit ~~Agreement~~Agreement”) that 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 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

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highest of (i) the 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%. ~~We incurred $4.5 million of deferred costs in connection with the 2022 Credit Agreement.~~

~~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 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 ~~June 30, 2023,~~March 31, 2024, were

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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.

As of ~~June 30, 2023,~~March 31, 2024, the revolver and term loan bore interest at a rate of one-month Term SOFR (plus a 10 basis points (“bps”) spread adjustment) plus 105 bps and 125 bps, based on our debt ratings, or ~~6.29%~~6.48% and ~~6.49%~~6.68%, respectively. The facility fee was 25 bps per annum. At ~~July 31, 2023, $186.0~~April 30, 2024, $228.5 million was outstanding under the revolving facility.

Interest Rate Schedule

The current SOFR spreads and facility fee for our revolving credit facility and the 2025 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:


	SOFR Spread
Debt Ratings	Revolver	Revolver Facility Fee	$200m 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%

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.

2031 Senior Notes - In January 2021, we issued $400.0 million in aggregate principal amount of 3.00% senior notes that mature on February 1, 2031 and pay interest semi-annually (the “2031 Senior Notes”). The 2031 Senior Notes are subject to affirmative and negative covenants, including financial covenants with which we were in compliance at ~~June 30, 2023.~~March 31, 2024.

Debt Maturities - Reference Note 8 to the condensed consolidated financial statements included in this report for more information on our debt maturities.

Credit Ratings - ~~Moody's~~Moody’s Investors Services ~~(“Moody's”) announced on November 5, 2020 that it assigned an investment grade issuer~~reaffirmed its credit rating and a senior unsecured debt rating of ~~‘Baa3’ with a “Negative”~~Baa3 and “Stable” outlook to the ~~Company. Moody’s released a credit opinion~~Company on October ~~13, 2022 which affirmed the rating and revised the outlook to “Stable” for the Company. Both~~16, 2023. Fitch ~~and S&P Global announced in November 2019 a~~reaffirmed its public issuer credit rating of BBB- ~~with an~~and “Stable” outlook ~~of “Stable.” Fitch reaffirmed its rating most recently~~on the Company on April ~~10, 2023~~5, 2024 and S&P Global reaffirmed its BBB- rating and “Stable” outlook on the Company on November 14, ~~2022.~~2023. Our unsecured

~~Table of Contents~~

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.

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 4.5x for the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 (see our discussion under the heading “Adjusted ~~EBITDA~~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 ~~4.6x~~4.4x for the three months ended ~~June 30, 2023~~March 31, 2024 ($ in thousands):

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Consolidated Total Debt	$	~~1,134,815~~1,139,266
Less: cash and cash equivalents	~~(17,411)~~(11,357)
Consolidated Net Debt	$	~~1,117,404~~1,127,909

Adjusted EBITDA	$	~~61,208~~64,259
Annualizing adjustment	~~183,624~~192,778
Annualized impact of recent investments ~~disposals and payoffs~~	~~(2,429)~~842
	$	~~242,403~~257,879

Consolidated Net Debt to Annualized Adjusted EBITDA	~~4.6x~~4.4x

Supplemental Guarantor Financial Information

The Company’s $900.0 million bank credit ~~facility,~~facilities, unsecured private placement notes with an aggregate principal amount of ~~$275.0~~$225.0 million, and 2031 Senior Notes with an aggregate principal amount of $400.0 million 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
	~~June 30, 2023~~March 31, 2024
Real estate properties, net	$	~~1,812,562~~1,814,819
Other assets, net	~~321,462~~364,120
Note receivable due from non-guarantor subsidiary	~~81,383~~81,396
Totals assets	$	~~2,215,407~~2,260,335

Debt	$	~~1,058,804~~1,063,292
Other liabilities	~~31,268~~68,650
Total liabilities	$	~~1,090,072~~1,131,942

Redeemable noncontrolling interest	$	~~10,172~~9,425
Noncontrolling interests	$	~~970~~860

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	~~Six~~Three Months Ended
	~~June 30, 2023~~March 31, 2024
Revenues	$	~~142,516~~74,190
Interest revenue on note due from non-guarantor subsidiary	~~2,310~~1,161
Expenses	~~89,526~~46,591
Gains from equity method investee	166
Gains on sales of real estate	~~12,763~~100
~~Gain on operations transfer~~	20
~~Loss on early retirement of debt~~	~~(73)~~

Net income	$	~~68,010~~29,026
Net income attributable to NHI and the subsidiary guarantors	$	~~68,643~~29,316

Equity

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At ~~June 30, 2023~~March 31, 2024, we had ~~43,409,841~~43,424,841 shares of common stock outstanding with a market value of ~~$2.3~~$2.7 billion. Equity on our Condensed Consolidated Balance Sheet totaled $1.3 billion at ~~June 30, 2023.~~March 31, 2024.

Share Repurchase Plan - On February ~~17, 2023,~~16, 2024, our Board of Directors ~~authorized a revised~~renewed our stock repurchase program (the ~~“Revised Repurchase~~“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 Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and repurchases 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 and six months ended June 30, 2023, no~~ No common stock was repurchased. During 2022, cumulative repurchases through open market transactions totaled 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~~repurchased during the ~~Condensed Consolidated Balance Sheet as of December~~three months ended March 31, ~~2022.~~2024 or 2023.

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 of 1986, as amended (the “Internal Revenue Code”) and differs from net income for financial statements purposes determined in accordance with U.S. generally accepted accounting principles (“GAAP”). 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 ~~2023~~2024 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, ~~2023~~2024 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 Internal Revenue Code Section 857(b)(8).

The following table summarizes dividends declared by the Board of Directors or paid during the ~~six~~three months ended ~~June 30, 2023~~March 31, 2024 and ~~2022:~~2023:

Three Months Ended March 31, 2024

Date of Declaration

Date of Record

Date Paid/Payable

Quarterly Dividend

November 3, 2023

December 29, 2023

January 26, 2024

$0.90

February 16, 2024

March 28, 2024

May 3, 2024

$0.90

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~~Six~~Three Months Ended ~~June 30,~~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

~~May 5, 2023~~

~~June 30, 2023~~

~~August 4, 2023~~

~~$0.90~~

~~Six Months Ended June 30, 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~~

~~May 6, 2022~~

~~June 30, 2022~~

~~August 5, 2022~~

~~$0.90~~

Shelf Registration Statement - We have an automatic shelf registration statement on file with the SEC that allows the Company to offer and sell to the public an unspecified amount of common stock, preferred stock, debt securities, warrants ~~and~~ 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 2026.

Material Cash Requirements

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We had approximately ~~$21.8~~$6.5 million in corporate cash and cash equivalents on hand and ~~$514.0~~$471.5 million in availability under our unsecured revolving credit facility as of ~~July 31, 2023.~~April 30, 2024. Our expected material cash requirements for the twelve months ended ~~June 30, 2024~~March 31, 2025 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 the discussion under “Unsecured Bank Credit Facility” 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 ~~June 30, 2023,~~March 31, 2024, 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											Total	Less than 1 year	1-3 years	3-5 years	More than 5 years
Debt, including interest1	Debt, including interest1	$	1,250,123	$	102,079	$	648,049	$	102,434	$	397,561
Loan commitments	Loan commitments	47,628		17,883		29,745		—		—
Development commitments	Development commitments	5,140		5,140		—		—		—
		$	1,302,891	$	125,102	$	677,794	$	102,434	$	397,561
	$

1 Interest is calculated based on the weighted average interest rate of outstanding debt balances as of ~~June 30, 2023.~~March 31, 2024. The calculation also includes a facility fee of ~~0.20%~~0.25%.

Commitments and Contingencies

The following tables summarize information as of ~~June 30, 2023~~March 31, 2024 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
Loan Commitments:
Encore Senior Living	SHO	Construction	$	50,725	$	(50,026)	$	699
Senior Living	SHO	Revolving Credit	20,000		(15,500)		4,500
Timber Ridge OpCo	SHO	Working Capital	5,000		—		5,000
Watermark Retirement	SHO	Working Capital	5,000		(2,726)		2,274
Montecito Medical Real Estate	MOB	Mezzanine	50,000		(20,255)		29,745
Carriage Crossing1	SHO	Mortgage	2,000		—		2,000
			$	132,725	$	(88,507)	$	44,218

~~Table~~1 Funding contingent upon the performance of ~~Contents~~facility operations.

Asset Class Type Total Funded Remaining
Loan Commitments:
Bickford SHO Construction $ 14,700 $ (14,700) $ —
Encore Senior Living SHO Construction 50,725 (44,116) 6,609
Senior Living SHO Revolving Credit 20,000 (16,250) 3,750
Timber Ridge OpCo SHO Working Capital 5,000 — 5,000
Watermark Retirement SHO Working Capital 5,000 (2,476) 2,524
Montecito Medical Real Estate MOB Mezzanine Loan 50,000 (20,255) 29,745
$ 145,425 $ (97,797) $ 47,628

See Note 9 to our condensed consolidated financial statements included in this report for further details about our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees.

The credit loss liability for unfunded loan commitments was $0.3 million as of ~~June 30, 2023~~March 31, 2024 and is estimated using the same methodology as used 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
   Watermark Retirement SHO Renovation 6,500 (6,500) —
   Navion SHO Renovation 3,500 (1,370) 2,130
   Other SHO Various 4,150 (1,617) 2,533
   SHOP ILF Renovation 1,500 (1,113) 387
$ 23,165 $ (18,025) $ 5,140
In the first quarter of 2024, our board of directors approved additional investment of up to $25.0 million in existing leased properties in the real estate investments segment. Projects that qualify for these funds are designed to assist the current tenants with improving the net operating results of the facilities. The rents associated with the properties will increase generally at a lease rate of no less than 8.0% applied to the amount expended. Identification and oversight of qualified projects are within the control of Company management. Funds are expected to be expended within two years of project approval. As of March 31, 2024, $1.0 million has been committed as noted in the table below, and no funds have been expended. In April 2024, an additional $8.0 million and $10.0 million was committed for various properties in the Bickford and Senior Living leased portfolios, respectively.

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	Asset Class	Type	Total		Funded		Remaining
Development Commitments:
Woodland Village	SHO	Renovation	$	7,515	$	(7,425)	$	90
Navion Senior Solutions1	SHO	Renovation	4,500		(2,726)		1,774
Vizion Health	HOSP	Renovation	2,000		(1,216)		784
SHOP	ILF	Renovation	1,500		(1,221)		279
			$	15,515	$	(12,588)	$	2,927

1 Includes $1.0 million of qualified project funds described above.

In addition to the commitments listed above, one of our consolidated real estate partnerships, NHI REIT of DSL PropCo, LLC, has committed to Discovery 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 ~~June 30, 2023.~~March 31, 2024.


		Asset Class		Total		Funded		Remaining
		Asset Class
		Asset Class
		Asset Class								Total	Funded	Remaining
Contingencies (Lease Inducements):	Contingencies (Lease Inducements):
Timber Ridge OpCo		SHO		$	10,000	$	(10,000)	$	—
Wingate Healthcare		SHO		5,000		—		5,000
Navion Senior Solutions
Navion Senior Solutions
Navion Senior Solutions	Navion Senior Solutions	SHO		4,850		(2,700)		2,150
Discovery	Discovery	SHO		4,000		—		4,000
Ignite Medical Resorts	Ignite Medical Resorts	SNF		2,000		—		2,000
IntegraCare	IntegraCare	SHO		750		—		750
				$	26,600	$	(12,700)	$	13,900
			$

Litigation

Our facilities are subject to claims and suits in the ordinary course of business. Such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings relate to our SHOP segment. Our 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.

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FFO & FAD

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 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.

Funds From Operations - FFO

Our FFO per diluted common share for the ~~six~~three months ended ~~June 30, 2023 increased $0.46~~March 31, 2024 decreased $0.06, or ~~26.1%~~4.8%, over the same period in ~~2022~~2023 due primarily to the ~~write-offs in the second quarter~~disposals of 2022 of Bickford’s straight-line rents receivable and unamortized lease incentives totaling approximately $25.4 million, a reduction of legal fees and pandemic-related rent concessions since June 2022, partiallyproperties offset by the recognition of the Holiday lease deposit and escrow of $15.7 million in prior year rental income, increased interest expense in the second quarter of 2023 and the repurchase of common stock in the prior year.new investments completed since March 31, 2023. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is calculated using the two-class method with net income allocated to common stockholders and holders of unvested restricted stock by applying the respective weighted-average shares outstanding during each period. The calculation of FFO begins with net income attributable to common stockholders (computed in accordance with GAAP), and excludes gains (or losses) from sales of real estate property, impairments of real estate, and real estate depreciation and amortization after adjusting for unconsolidated partnerships and joint ventures, if any. Diluted FFO attributable to common stockholders per share assumes the exercise of stock options and other potentially dilutive securities.

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Our Normalized FFO per diluted common share for the ~~six~~three months ended ~~June 30, 2023 decreased $0.21~~March 31, 2024 increased $0.01, or ~~8.9%~~0.9%, over the same period in ~~2022.~~2023. 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 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 ~~six~~three months ended ~~June 30, 2023 decreased $16.6~~March 31, 2024 increased $3.2 million, or ~~15.26%~~6.78%, over the same period in ~~2022~~2023 due primarily to an increase in ~~interest expense~~SHOP revenues and ~~property dispositions completed~~a decrease in franchise, excise and other taxes since ~~June 2022.~~March 2023. 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. We also adjust Normalized FAD for the net change in our allowance for expected credit losses, non-cash share-based compensation as well as certain non-cash items related to our equity method investment such as straight-line lease expense and amortization of purchase accounting adjustments.

Normalized FAD is an important supplemental performance measure for a 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~~as 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.

The following table reconciles “Net income attributable to common stockholders”, 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
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
Net income attributable to common stockholders
Net income attributable to common stockholders
Net income attributable to common stockholders
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:
Real estate depreciation
Real estate depreciation
Real estate depreciation
Real estate depreciation related to noncontrolling interests
Real estate depreciation related to noncontrolling interests
Real estate depreciation related to noncontrolling interests
Gains on sales of real estate, net
Gains on sales of real estate, net
Gains on sales of real estate, net
Impairments of real estate
Impairments of real estate
Impairments of real estate
NAREIT FFO attributable to common stockholders
NAREIT FFO attributable to common stockholders
NAREIT FFO attributable to common stockholders

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2023		2022		2023		2022
Net income attributable to common stockholders		$	39,760	$	21,673	$	74,244	$	30,073
Elimination of certain non-cash items in net income:
Real estate depreciation		17,609		17,772		35,127		36,044
Real estate depreciation related to noncontrolling interests		(395)		(388)		(791)		(598)
Gains on sales of real estate, net		(11,366)		(10,521)		(12,763)		(13,502)
Impairments of real estate		131		4,141		469		28,745
NAREIT FFO attributable to common stockholders		45,739		32,677		96,286		80,762
(Gain) loss on operations transfer, net		(20)		729		(20)		729
Portfolio transition costs, net of noncontrolling interests		—		329		—		329
Gain on note receivable payoff		—		(1,113)		—		(1,113)
Loss on early retirement of debt		73		—		73		151
Non-cash write-offs of straight-line receivable and lease incentives		—		25,208		—		27,681
Non-cash write-off of straight-line rent receivable

Non-cash write-off of straight-line rent receivable

Non-cash write-off of straight-line rent receivable
Non-cash rental income
Non-cash rental income
Non-cash rental income	Non-cash rental income	—		—		(2,500)		—

Normalized FFO attributable to common stockholders	Normalized FFO attributable to common stockholders	45,792		57,830		93,839		108,539

Normalized FFO attributable to common stockholders

Normalized FFO attributable to common stockholders
Straight-line lease revenue, net
Straight-line lease revenue, net
Straight-line lease revenue, net	Straight-line lease revenue, net	(2,875)		(3,185)		(4,972)		(6,543)
Straight-line lease revenue, net, related to noncontrolling interests	Straight-line lease revenue, net, related to noncontrolling interests	21		35		45		57
Straight-line lease revenue, net, related to noncontrolling interests
Straight-line lease revenue, net, related to noncontrolling interests
Non-real estate depreciation
Non-real estate depreciation
Non-real estate depreciation	Non-real estate depreciation	121		—		219		—
Non-real estate depreciation related to noncontrolling interests	Non-real estate depreciation related to noncontrolling interests	(11)		—		(19)		—
Non-real estate depreciation related to noncontrolling interests
Non-real estate depreciation related to noncontrolling interests
Amortization of lease incentives
Amortization of lease incentives
Amortization of lease incentives	Amortization of lease incentives	776		58		1,075		117
Amortization of lease incentive related to noncontrolling interests	Amortization of lease incentive related to noncontrolling interests	(127)		—		(180)		—
Amortization of lease incentive related to noncontrolling interests
Amortization of lease incentive related to noncontrolling interests
Amortization of original issue discount
Amortization of original issue discount
Amortization of original issue discount	Amortization of original issue discount	80		80		161		161
Amortization of debt issuance costs	Amortization of debt issuance costs	523		529		1,049		1,091
Amortization of debt issuance costs
Amortization of debt issuance costs
Amortization related to equity method investment
Amortization related to equity method investment
Amortization related to equity method investment	Amortization related to equity method investment	(409)		(169)		(700)		(407)
Straight-line lease expense related to equity method investment	Straight-line lease expense related to equity method investment	(2)		(2)		(6)		(10)
Straight-line lease expense related to equity method investment
Straight-line lease expense related to equity method investment
Note receivable credit loss expense (benefit)
Note receivable credit loss expense (benefit)
Note receivable credit loss expense (benefit)	Note receivable credit loss expense (benefit)	55		(47)		(701)		(123)

Non-cash share-based compensation	Non-cash share-based compensation	770		1,428		2,874		6,511

Non-cash share-based compensation

Non-cash share-based compensation
Equity method investment capital expenditures
Equity method investment capital expenditures
Equity method investment capital expenditures	Equity method investment capital expenditures	(105)		(105)		(210)		(210)
Equity method investment non-refundable fees received	Equity method investment non-refundable fees received	216		230		455		467
Equity method investment non-refundable fees received
Equity method investment non-refundable fees received
Equity method investment distributions	Equity method investment distributions	—		(273)		—		(569)
Senior housing portfolio recurring capital expenditures		(277)		(130)		(684)		(130)
Equity method investment distributions
Equity method investment distributions
SHOP recurring capital expenditures
SHOP recurring capital expenditures
SHOP recurring capital expenditures
SHOP recurring capital expenditures related to noncontrolling interests	SHOP recurring capital expenditures related to noncontrolling interests	38		—		81		—
SHOP recurring capital expenditures related to noncontrolling interests
SHOP recurring capital expenditures related to noncontrolling interests
Normalized FAD attributable to common stockholders
Normalized FAD attributable to common stockholders
Normalized FAD attributable to common stockholders	Normalized FAD attributable to common stockholders	$	44,586	$	56,279	$	92,326	$	108,951

BASIC	BASIC

BASIC

BASIC
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	43,388,753		45,708,238		43,388,748		45,779,433
NAREIT FFO attributable to common stockholders per share	NAREIT FFO attributable to common stockholders per share	$	1.05	$	0.71	$	2.22	$	1.76
NAREIT FFO attributable to common stockholders per share
NAREIT FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share	Normalized FFO attributable to common stockholders per share	$	1.06	$	1.27	$	2.16	$	2.37

DILUTED	DILUTED

DILUTED

DILUTED
Weighted average common shares outstanding
Weighted average common shares outstanding
Weighted average common shares outstanding	Weighted average common shares outstanding	43,388,753		45,718,538		43,390,092		45,784,771
NAREIT FFO attributable to common stockholders per share	NAREIT FFO attributable to common stockholders per share	$	1.05	$	0.71	$	2.22	$	1.76
NAREIT FFO attributable to common stockholders per share
NAREIT FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share
Normalized FFO attributable to common stockholders per share	Normalized FFO attributable to common stockholders per share	$	1.06	$	1.26	$	2.16	$	2.37

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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, 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 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
		Three Months Ended
		Three Months Ended
		March 31,
		March 31,
		March 31,
		2024
		2024
		2024
Net income
Net income
Net income
Interest expense
Interest expense
Interest expense
Franchise, excise and other taxes
Franchise, excise and other taxes
Franchise, excise and other taxes
Depreciation
Depreciation
Depreciation
NHI’s share of EBITDA adjustments for unconsolidated entities
NHI’s share of EBITDA adjustments for unconsolidated entities
NHI’s share of EBITDA adjustments for unconsolidated entities
Note receivable credit loss expense (benefit)
Note receivable credit loss expense (benefit)
Note receivable credit loss expense (benefit)
Gains on sales of real estate, net
Gains on sales of real estate, net
Gains on sales of real estate, net

		Three Months Ended				Six Months Ended
		June 30,				June 30,
		2023		2022		2023		2022
Net income		$	39,447	$	21,466	$	73,630	$	29,712
Interest expense		14,194		10,862		28,221		21,060
Franchise, excise and other taxes		258		225		441		469
Depreciation		17,730		17,772		35,347		36,044
NHI’s share of EBITDA adjustments for unconsolidated entities		706		713		1,200		1,287
Note receivable credit loss expense (benefit)		55		(47)		(701)		(123)
Gains on sales of real estate, net		(11,366)		(10,521)		(12,763)		(13,502)
(Gain) loss on operations transfer, net		(20)		729		(20)		729
Gain on note receivable payoff		—		(1,113)		—		(1,113)
Loss on early retirement of debt		73		—		73		151
Impairments of real estate	Impairments of real estate	131		4,141		469		28,745

Non-cash write-off of straight-line rents receivable and lease inducements amortization		—		25,208		—		27,681
Impairments of real estate

Impairments of real estate

Non-cash write-off of straight-line rent receivable

Non-cash write-off of straight-line rent receivable

Non-cash write-off of straight-line rent receivable
Non-cash rental income	Non-cash rental income	—		—		(2,500)		—
Non-cash rental income
Non-cash rental income
Adjusted EBITDA
Adjusted EBITDA
Adjusted EBITDA	Adjusted EBITDA	$	61,208	$	69,435	$	123,397	$	131,140

Interest expense at contractual rates	Interest expense at contractual rates	$	13,612	$	10,262	$	27,052	$	19,819

Interest expense at contractual rates

Interest expense at contractual rates

Principal payments	Principal payments	100		193		202		193

Principal payments

Principal payments
Fixed Charges
Fixed Charges
Fixed Charges	Fixed Charges	$	13,712	$	10,455	$	27,254	$	20,012

Fixed Charge Coverage	Fixed Charge Coverage	4.5x		6.6x		4.5x		6.6x

Fixed Charge Coverage

Fixed Charge Coverage

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

Net Operating Income

~~Net operating income (“NOI”)~~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 Six Months Ended
June 30 June 30
NOI Reconciliations: 2023 2022 2023 2022
Net income $ 39,447 $ 21,466 $ 73,630 $ 29,712
Gains from equity method investment — (273) — (569)
Loss on early retirement of debt 73 — 73 151
Gain on note receivable payoff — (1,113) — (1,113)
Loss on operations transfer, net (20) 729 (20) 729
Gains on sales of real estate, net (11,366) (10,521) (12,763) (13,502)
Loan and realty losses (gains) 186 4,094 (232) 28,622
General and administrative 4,306 5,049 9,959 13,150
Franchise, excise and other taxes 258 225 441 469
Legal 174 339 297 2,166
Interest 14,194 10,862 28,221 21,060
Depreciation 17,730 17,772 35,347 36,044
Consolidated net operating income (NOI) $ 64,982 $ 48,629 $ 134,953 $ 116,919
NOI by segment:
   Real Estate Investments $ 62,823 $ 45,650 $ 130,811 $ 113,888
   SHOP 2,111 2,879 4,012 2,879
   Non-Segment/Corporate 48 100 130 152
        Total NOI $ 64,982 $ 48,629 $ 134,953 $ 116,919

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	Three Months Ended
	March 31,
NOI Reconciliations:	2024		2023
Net income	$	30,657	$	34,183

Gains from equity method investment	(166)		—




Gains on sales of real estate, net	(100)		(1,397)
Loan and realty losses (gains)	10		(418)
General and administrative	5,642		5,653
Franchise, excise and other taxes	(187)		183
Legal	236		122
Interest	14,869		14,027
Depreciation	17,505		17,617
Consolidated NOI	$	68,466	$	69,970
NOI by segment:
Real Estate Investments	$	65,396	$	67,988
SHOP	2,942		1,901
Non-Segment/Corporate	128		81
Total NOI	$	68,466	$	69,970

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At ~~June 30, 2023,~~March 31, 2024, we were exposed to market risks related to fluctuations in interest rates on approximately ~~$396.0~~$448.5 million of variable-rate indebtedness and on our mortgage and other notes receivable. The unused portion ($~~504.0~~451.5 million at ~~June 30, 2023)~~March 31, 2024) 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 ~~June 30, 2023,~~March 31, 2024, net interest expense would increase or decrease annually by approximately ~~$2.0~~$2.2 million or $0.05 per common share on a diluted basis.

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. 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, 2024																										March 31, 2024													December 31, 2023
	Balance1																			Balance1						% of total						Rate2						Balance1					% of total					Rate2
Fixed rate:
		June 30, 2023						December 31, 2022
Private placement term loans - unsecured
		Balance1		% of total		Rate2		Balance1		% of total		Rate2
Fixed rate:
Private placement term loans - unsecured

Private placement term loans - unsecured	Private placement term loans - unsecured	$	275,000	24.0	%	4.22	%	$	400,000	34.5	%	4.15	%	$	225,000		19.6				19.6		%				4.28		%				$	225,000		19.6			19.6	%				4.28	%
2031 Senior notes - unsecured	2031 Senior notes - unsecured	400,000		34.9	%	3.00	%	400,000		34.5	%	3.00	%	2031 Senior notes - unsecured		400,000			34.8				34.8		%				3.00		%				400,000			34.9		34.9		%			3.00		%

Fannie Mae term loans - secured, non-recourse	Fannie Mae term loans - secured, non-recourse	76,446		6.7	%	3.96	%	76,649		6.6	%	3.96	%
Fannie Mae term loans - secured, non-recourse
Fannie Mae term loans - secured, non-recourse																76,136						6.6		%				3.96		%				76,241					6.7	%				3.96	%

Variable rate:	Variable rate:
Bank term loans - unsecured		200,000		17.3	%	6.49	%	240,000		20.8	%	5.71	%
Variable rate:
Variable rate:
Bank term loan - unsecured
Bank term loan - unsecured
Bank term loan - unsecured																200,000						17.4		%				6.68		%				200,000					17.4	%				6.69	%
Revolving credit facility - unsecured	Revolving credit facility - unsecured	196,000		17.1	%	6.29	%	42,000		3.6	%	5.51	%	Revolving credit facility - unsecured		248,500			21.6				21.6		%				6.48		%				245,000			21.4		21.4		%			6.49		%
		$	1,147,446	100.0	%	4.53	%	$	1,158,649	100.0	%	3.91	%
	$																	$	1,149,636						100.0	%					4.71	%				$	1,146,241				100.0		%			4.70		%

1 Differs from carrying amount due to unamortized discounts and loan costs.	1 Differs from carrying amount due to unamortized discounts and loan costs.
1 Differs from carrying amount due to unamortized discounts and loan costs.
1 Differs from carrying amount due to unamortized discounts and loan costs.
2 Total is weighted average rate.	2 Total is weighted average rate.
2 Total is weighted average rate.
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 ~~June 30, 2023~~March 31, 2024 ($ in thousands):

Balance1

Fair Value2

FV reflecting change in interest rates

Balance1

Fair Value2

FV reflecting change in interest rates

Fixed rate:

-50 bps

+50 bps

Fixed rate:

-50 bps

+50 bps

Private placement term loans - unsecured

275,000

261,024

263,638

258,447

2031 Senior notes

400,000

325,526

336,653

314,803

Fannie Mae term loans

76,446

72,848

73,487

72,215

1 Differs from carrying amount due to unamortized discounts and loan costs.

2 The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.

At ~~June 30, 2023,~~March 31, 2024, the fair value of our mortgage and other notes receivable, discounted for estimated changes in the risk-free rate, was approximately ~~$214.1~~$250.0 million. A 50 basis-point increase in market rates would decrease the estimated fair value of our mortgage and other loans by approximately ~~$2.5~~$2.7 million, while a 50 bps decrease in such rates would increase their estimated fair value by approximately ~~$2.5~~$2.6 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”).~~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 ~~June 30, 2023,~~March 31, 2024, an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and the Chief Financial Officer (“CFO”), of the effectiveness of ~~the design and operation of management’s~~NHI’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Exchange Act) to ensure information required to be disclosed in our filings 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 ~~June 30, 2023.~~March 31, 2024.

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 ~~June 30, 2023,~~March 31, 2024, 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~~healthcare facilities are subject to claims and suits in the ordinary course of business. Such claims may include, among other things professional liability and general liability claims, as well as regulatory proceedings related to our SHOP segment. 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.

Item 1A. Risk Factors.

There have been no material changes from the risk factors previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~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.2023.

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

On February ~~17, 2023,~~16, 2024, our Board of Directors authorized ~~(the “Revised~~the Repurchase ~~Plan”)~~Plan pursuant to which we may purchase up to ~~$160.0 million~~160,000,000 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

~~Table of Contents~~

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 repurchases 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 ~~and six~~ months ended ~~June 30, 2023,~~March 31, 2024, no common stock was repurchased.

Item 5. Other Information.

None of the Company’s directors or officers adopted, modified, or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended ~~June 30, 2023.~~March 31, 2024.

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Item 6. Exhibits.


Exhibit No.			Description
3.1			Articles of Incorporation of National Health Investors, Inc. (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,~~23, 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			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)
3.6			Amended and Restated Bylaws as approved February 17, 2023, as amended April 27, 2023 (incorporated by reference to Exhibit 3.5 to the Company’s Form 10-Q filed May 9, 2023)
~~3.6~~*10.1			~~Amendment to Articles of Incorporation approved~~Change in Control Severance Agreement, dated February 26, 2024, by ~~shareholders on May 6, 2020~~and between National Health Investors, Inc. and D. Eric Mendelsohn (incorporated by reference to Exhibit ~~3.6~~10.1 to the Company’s Form ~~10-Q~~8-K filed ~~August 10, 2020)~~February 26, 2024).
~~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~~*10.2			~~Indenture,~~Change in Control Severance Agreement, dated ~~as of March 25, 2014,~~February 26, 2024, by and between National Health Investors, Inc. and ~~The Bank of New York Mellon Trust Company, N.A., as Trustee~~Kristin S. Gaines (incorporated by reference to Exhibit ~~4.1~~10.2 to the Company’s Form 8-K filed ~~March 31, 2014)~~February 26, 2024).
~~4.3~~*10.3			~~First Supplemental Indenture,~~Change in Control Severance Agreement, dated ~~as of March 25, 2014, to the Indenture, dated as of March 25, 2014,~~February 26, 2024, by and between National Health Investors, Inc. and ~~The Bank of New York Mellon Trust Company, N.A., as Trustee~~Kevin C. Pascoe (incorporated by reference to Exhibit ~~4.2~~10.3 to the Company’s Form 8-K filed ~~March 31, 2014)~~February 26, 2024).
~~4.4~~*10.4			~~Indenture~~Change in Control Severance Agreement, dated ~~as of January~~February 26, ~~2021, among~~2024, by and between 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~~John L. Spaid (incorporated by reference to Exhibit ~~4.6~~10.4 to the Company’s Form ~~10-Q~~8-K filed ~~May 9, 2022)~~February 26, 2024).
~~10.1~~*10.5			~~Term Loan~~Change in Control Severance Agreement, dated ~~as of June 16, 2023~~,February 26, 2024, by and ~~among~~between National Health Investors, Inc.~~, the lenders party thereto~~ and ~~Wells Fargo Bank, National Association, as administrative agent~~ David L. Travis~~(incorporated be~~ (incorporated by reference to Exhibit ~~10.1~~10.5 to the Company’s Form 8-K ~~dated June 20, 2023)~~filed February 26, 2024).
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)

*Indicates management contract or compensatory plan or arrangement.

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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:	~~August 8, 2023~~May 6, 2024	/s/ D. Eric Mendelsohn
		D. Eric Mendelsohn
		President, Chief Executive Officer and Director
		(duly authorized officer)



Date:	~~August 8, 2023~~May 6, 2024	/s/ John L. Spaid
		John L. Spaid
		Chief Financial Officer
		(Principal Financial Officer)

6255


			Page
Part I. Financial Information

Item 1. Financial Statements			3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.			3128

Item 3. Quantitative and Qualitative Disclosures About Market Risk.			5751

Item 4. Controls and Procedures.			5852

Part II. Other Information

Item 1. Legal Proceedings			5953

Item 1A. Risk Factors			5953


Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			5953

Item 5. Other Information			6053

Item 6. Exhibits			6154

Signatures			6255


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


For the six months ended June 30, 2023:	Real Estate Investment		SHOP		Non-segment/Corporate		Total
Rental income	$	126,250	$	—	$	—	$	126,250
Resident fees and services	—		23,493		—		23,493
Interest income and other	10,391		—		130		10,521
Total revenues	136,641		23,493		130		160,264
Senior housing operating expenses	—		19,481		—		19,481
Taxes and insurance on leased properties	5,830		—		—		5,830
NOI	130,811		4,012		130		134,953
Depreciation	30,854		4,466		27		35,347
Interest	1,525		—		26,696		28,221
Legal	—		—		297		297
Franchise, excise and other taxes	—		—		441		441
General and administrative	—		—		9,959		9,959
Loan and realty gains	(232)		—		—		(232)
Gains on sales of real estate, net	(12,763)		—		—		(12,763)
Gain on operations transfer, net	(20)		—		—		(20)

Loss on early retirement of debt	—		—		73		73

Net income (loss)	$	111,447	$	(454)	$	(37,363)	$	73,630


For the six months ended June 30, 2022:	Real Estate Investment		SHOP		Non-segment/Corporate		Total
Rental income	$	104,541	$	—	$	—	$	104,541
Resident fees and services	—		11,992		—		11,992
Interest income and other	14,542		—		152		14,694
Total revenues	119,083		11,992		152		131,227
Senior housing operating expenses	—		9,113		—		9,113
Taxes and insurance on leased properties	5,195		—		—		5,195
NOI	113,888		2,879		152		116,919
Depreciation	33,892		2,116		36		36,044
Interest	1,534		—		19,526		21,060
Legal	—		—		2,166		2,166
Franchise, excise and other taxes	—		—		469		469
General and administrative	—		—		13,150		13,150
Loan and realty losses	28,622		—		—		28,622
Gains on sales of real estate, net	(13,502)		—		—		(13,502)
Loss on operations transfer, net	729		—		—		729
Gain on note receivable payoff	(1,113)		—		—		(1,113)
Loss on early retirement of debt	—		—		151		151
Gains from equity method investment	(569)		—		—		(569)
Net income (loss)	$	64,295	$	763	$	(35,346)	$	29,712


NHI Real Estate Investments Portfolio

By asset type	SHO	SNF	MEDICAL NON-SNF	TOTAL
Properties	92	68	1	161
1Q22	1.14x	2.58x	2.69x	1.66x
1Q22 Occupancy	82.4%	75.7%	72.1%	79.0%
1Q23	1.26x	2.47x	2.57x	1.75x
1Q23 Occupancy	84.8%	79.0%	75.8%	81.8%

Market served	Need Driven	Need Driven excl. Bickford	Discretionary	Discretionary excl. SLC	Medical	Medical excl. NHC
Properties	78	40	14	5	69	34
1Q22	0.94x	0.92x	1.39x	1.81x	2.58x	1.94x
1Q22 Occupancy	82.9%	83.0%	81.7%	83.5%	75.7%	67.9%
1Q23	1.22x	1.07x	1.31x	1.34x	2.48x	2.09x
1Q23 Occupancy	85.5%	87.0%	83.8%	85.0%	78.9%	71.6%

Major tenants	NHC1	SLC2	Bickford2
Properties	35	10	38
1Q22	3.51x	1.22x	0.96x
1Q22 Occupancy	82.1%	80.1%	82.8%
1Q23	3.02x	1.28x	1.41x
1Q23 Occupancy	85.0%	82.9%	83.4%


	Three Months Ended				Six Months Ended
	June 30				June 30
NOI Reconciliations:	2023		2022		2023		2022
Net income	$	39,447	$	21,466	$	73,630	$	29,712
Gains from equity method investment	—		(273)		—		(569)

Loss on early retirement of debt	73		—		73		151
Gain on note receivable payoff	—		(1,113)		—		(1,113)
Loss on operations transfer, net	(20)		729		(20)		729
Gains on sales of real estate, net	(11,366)		(10,521)		(12,763)		(13,502)
Loan and realty losses (gains)	186		4,094		(232)		28,622
General and administrative	4,306		5,049		9,959		13,150
Franchise, excise and other taxes	258		225		441		469
Legal	174		339		297		2,166
Interest	14,194		10,862		28,221		21,060
Depreciation	17,730		17,772		35,347		36,044
Consolidated net operating income (NOI)	$	64,982	$	48,629	$	134,953	$	116,919
NOI by segment:
Real Estate Investments	$	62,823	$	45,650	$	130,811	$	113,888
SHOP	2,111		2,879		4,012		2,879
Non-Segment/Corporate	48		100		130		152
Total NOI	$	64,982	$	48,629	$	134,953	$	116,919