National Health Investors, Inc. (NHI)
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AGM 2021

May 4, 2021

Speaker 1

Good afternoon, and welcome to the Annual Shareholders Meeting for National Health Investors. Due to the ongoing impact of the COVID-nineteen pandemic and to support the health and well-being of our shareholders, employees and community, this annual meeting is being held in a virtual format. We will proceed by following the agenda currently viewable on the web portal. The meeting will be conducted in accordance with the rules of conduct, which are also available on the web portal. Now I'd like to introduce our Chairman,

Speaker 2

Andy Adams to commence the meeting. Good afternoon. I am Andy Adams, Chairman of the Board of National Health Investors Inc. It is my pleasure to call to order this 2021 Annual Meeting of Shareholders of National Health Investors, Inc. On behalf of your Board of Directors, I welcome each of you, and I hope you are safe and healthy.

Our thoughts and prayers are with everyone who is impacted by these unprecedented times. Please let the minutes of the meeting reflect that all of the members of the Board of Directors are with us in conference. Also joining us today is Mike Alter of BDO USA LLP, our independent registered public accounting firm. Mike is the audit partner for NHI and will be available to answer any questions about BDO services to the company during the general business question and answer session at the conclusion of this meeting. We will now move forward to the formal business of the meetings, after which management will make a presentation.

Following the presentations, we will be glad to answer questions of a general business nature that you may have about National Health Investors Inc. The company has allotted 10 minutes to answering questions of a general business nature submitted by shareholders, which may be extended or shortened at the company's discretion. Susan Sidwell will serve as our Inspector of Elections for today's meeting. She will determine the presence of a quorum, receive and tabulate all votes and determine results on all matters requiring a shareholder vote. I will now turn the meeting over to Susan Siddle.

Speaker 3

Thank you, Andy. Good afternoon. Proper notice of the annual meeting was provided to shareholders of NHI on March 25, 2021. As of March 12, 2021, the record date, NHI had 44,000,000 459,001 shares of outstanding common stock. We have approximately 38,200,000 shares or 84% represented by shareholders in attendance and by proxies received and I have therefore determined that a quorum is present.

Accordingly, in accordance with the notice of this meeting, I call this Annual Meeting of National Health Investors to order. A listing of all shareholders entitled to vote at this meeting is available for review on the web portal while the polls are open. During the meeting, shareholders can submit questions in writing through the web portal. If you have a question related to one of the proposals to be voted on at today's meeting, please note in your question the proposal to which your question relates. Questions related to these proposals will be addressed after all three proposals have been presented and before the polls are closed.

As set forth in the rules of conduct for the meeting, we ask that you limit yourself to one question. We now move into the voting of the matters before this meeting. Motions and seconds will not be required for the proposals listed in your proxy statement and on the agenda. I now declare the polls for this meeting to be opened. A substantial majority of our outstanding shares have already been voted by proxy prior to the meeting.

But if you still need to vote your shares or if you wish to change your vote, you may do so now by clicking on the vote here button on the web portal. If you have already voted your shares, no further action is needed. First item of business on our agenda is the election of directors. Robert C. Webb, Charlotte A.

Swafford and D. Eric Mendelsohn are all current directors who have been nominated by NHI for reelection and to serve as directors for a 3 year term until the 2024 Annual Meeting of Shareholders. There were no nominations submitted by the shareholders in accordance with the bylaws prior to this meeting. Therefore, I declare the nominations closed. The affirmative vote of the holders of a majority of the votes cast at the meeting is required to approve each director nominee.

The second item of business is an advisory vote on the compensation of our named executive officers. The shareholders have been asked to approve the compensation paid to NHI's named executive officers as disclosed in the company's proxy statement. The affirmative vote of the holders of a majority of the votes cast at the meeting is required to approve the agreement. The next item of business on our agenda is ratification of the audit committee's selection of BDO USA LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The affirmative vote of the holders of the majority of the votes cast at the meeting is required for the ratification of BDO.

At this time, we will address questions related to any items of business. As there are no questions submitted and all shareholders have had time to submit their proxies or ballots, I now announce the polls for this meeting closed. I will now give the preliminary results of the voting. On the motion for the election of directors of each Mr. Robert Webb, Ms.

Charlotte Swafford and Mr. Eric Nicholson have each received the affirmative vote of a majority of the votes cast to elect each of them to the Board of Directors for the term described in the proxy statement. Thus, I declare that each of Mr. West, Ms. Swafford and Mr.

Mendelsohn's have been properly elected. On the advisory vote for the approval of the compensation paid to our named executive officers, the motion receives the affirmative vote for majority of votes cast. Thus, I declare that the motion has been properly approved. On the motion for the ratification of the selection of BDO USA LLP as our independent registered public accounting firm, the motion received the affirmative vote of a majority of the votes cast. Thus, I declare that the ratification of BDO has been properly approved.

The final vote results of the shareholder vote will be available for shareholders to review on our current report on Form 8 ks, which will be filed with the SEC within 4 business days following this meeting. I will now hand the call back to Andy Adams.

Speaker 2

Thank you, Susan. That completes our business portion of the meeting for today. Now that our formal business has been concluded, I would like to turn the meeting over to Eric Mendelson, CEO and John Spade, CFO, to update you on the operations of NHI.

Speaker 4

Thank you, Andy, and good afternoon to all who are listening, and welcome to NHI's 2021 Annual Shareholder Meeting. I said at the outset of the pandemic that I believe when history reflects back on our industry and its practices during the pandemic that there will be operators that are hailed as heroes. After more than 1 year of battling the greatest crisis in the senior housing and skilled nursing industries that we've ever encountered, I can confidently state that heroes have indeed been made. I want to express my deep gratitude and admiration to all of our operating partners and their heroic employees who knowingly put themselves in harm's way every day as they work to care for our country's most vulnerable population. It is truly inspiring.

Now I will be referring to the slide deck, which appears on our web portal. And on Slide 2, please take a moment to review our Safe Harbor statement. Our lawyers will appreciate that. Slide 3. Over the next several minutes, we'll walk you through the following points, which we think supports your decision in being an NHI shareholder.

Moving on, we were the 1st healthcare REIT to publicly report the incidence of COVID in our portfolio as we felt that transparency, which is always important, would be even more so in a pandemic. The bar chart on Slide 4 shows the number of communities in our portfolio with active cases during our weekly and biweekly and monthly surveys. You can see that it correlated generally with patterns experienced through the United States. And of course, we've been in significant decline in cases since the rollout of the vaccine in late December early January. We continue those updates on our webpage and we'll do so until the pandemic is not a material event for our operators.

Despite the surges and devastating impact to the senior population, you can see in the table that the number of active cases per community was relatively low, which is a testament to the caregivers. On Slide 5, our collection rates were relatively stable throughout 2020 and averaged over 95%. We knew 2021 was going to be more challenging as the pandemic stretched on and we have granted more deferrals this year to help our operators bridge the gap to a more stable operating environment. We've been disclosing the average monthly occupancy for our 3 largest senior housing operators since the pandemic began. And you can see the toll it's taken in the table at the bottom of the slide, particularly for Bickford and Holiday.

SLC or Senior Living Communities and the CCRC or Continuing Care Retirement Community model have proven to be a more resilient model as residents tend to be younger and healthier. We are encouraged that the pace of occupancy declines slowed in March and we expect the inflection point is imminent. As of our Q4 of 2020, we reported and had a well diversified portfolio of 242 Healthcare Real Estate Properties in 34 States with 36 Operating Partners. 69% of our 2020 cash revenue was in senior housing communities, including 32% in need driven and 37% discretionary or independent living. 27% of our revenue was related to skilled nursing operators, 3% was with medical office building and hospitals and 1% was from other income related primarily to non mortgage notes receivable.

Of the 34 states in which we operate, our top 10 states accounted for 67% of our cash revenue. Our biggest footprints are in the Southeast and the Midwest. Moving on, this slide lists our top 10 operating partners. Our top 5 operating partners accounted for 62% of cash revenue and our top 10 accounted for 82% of cash revenue. This compares to 68% 86% respectively in 2019.

Overall, portfolio coverage was 1.69x EBITDARM for the trailing 12 months ending September 30, 2020. Our skilled nursing coverage was excellent at 2.94 and anchored by 2 of the best operators in the country, NHC and the Ensign Group. Senior housing coverage has obviously been challenged by the pandemic and declined to 1.12x EBITDARM from 1.19x EBITDARM in the prior year period. We have established a long track record of accretive acquisitions over the last decade across the different asset classes. Despite the pandemic, NHI was still able to deploy $227,000,000 of capital to accretive transactions.

We're very comfortable doing deals with existing operators, which are represented in green in this chart. You can see that over the last 5 years, the majority of our acquisitions have been with existing partners, which is why we call ourselves the relationship REIT. We are always willing to enter into new partnerships with great operators. We're also excited to work with Autumn Trace through a new partnership formed during 2020. I will now turn over to John Spade to review our financials.

John?

Speaker 5

Thank you, Eric. Hello, everyone. Despite the challenges presented by the pandemic in 2020, our triple net leases served us extremely well. For year ended December 31, we achieved $4.14 per diluted common share compared to $3.36 for the same period in 2019. As Eric mentioned, our average monthly collections in 2020 were over 95%, and we accretively deployed $227,000,000 of capital.

We increased cash NOI by 4.2% and we increased the dividend by 5%. On Slide 10, turning to our balance sheet. We've always taken a conservative approach to our balance sheet, which includes a mix of fixed rate, variable rate, secured and unsecured debt. For the year end 2020, our average interest rate in the 4th quarter was 2.91%. We were pleased to maintain our investment grade credit ratings from both S and P and Fitch through the year.

And at the end of the year, we received a new investment grade rating from Moody's. Turning to Slide 11. In 2020, we didn't have any maturities. Subsequent to the end of 2020, we did enter the public debt market for the first time with a new issue of $400,000,000 at a coupon of 3%. We've recently, as of April 1, retired our convertible bonds, and we also recently extended the maturity date of our $550,000,000 revolver to August of 2022.

You can see in this slide that we are always conscious of exactly what we're trying to accomplish in terms of our balance sheet as our maturities come about and we have a plan in place to deal with those maturities for the next 2 years. Turning to Slide 12. Turning to Slide 13, through a combination of prudent internal and external growth with our conservative approach to capital, NHI has been able to generate consistent cash flow growth over the last 5 years with cash NOI growing at 7.6% CAGR, which stands for compound annual growth rate, adjusted EBITDA at a 6.8% CAGR and normalized FFO at a 3.2% CAGR. Adjusted FFO has also grown at a 4.8% CAGR. I want to talk a little bit more about management structure and our disciplined cost control.

NHI strives to be good stewards of your capital, and we believe this is reflected in our low overhead cost. In 2020, G and A as a percentage of revenue has trended below 4.5% for the last 5 years, including 4% in 2020. And our metrics reflect favorably to our peers as you can see in the second and third bar charts in the slide. So turning to Slide 15, looking at our long term track record, all this has translated well into a steady dividend growth with good payout ratios to cover our dividend. NHIS increased its dividend by 6% on average since 2008 and has increased the dividend by at least 5% every year since 2010.

With that, I'll now turn the call back to Eric.

Speaker 4

Thank you, John. Moving on to Slide 16, we believe that integrating environmental, social and governance or ESG initiatives into our strategic business objectives will contribute to our long term success. Through our sustainability efforts, we seek to incentivize positive change and create value for our stakeholders. The following are highlights of our corporate sustainability efforts. We currently purchase carbon offsets to balance against the emissions that we produce in our corporate headquarters.

Our document retention practices strive to reduce paper usage and encourage electronic file sharing as well as recycling. And on our subject properties, we obtained Phase 1 environmental and Phase 2 reports if warranted during due diligence to avoid buying real estate with known environmental contamination. We also finance capital improvement projects that include LED lighting, low emission carpeting and recycled materials or solar power. While we are a small workforce, we are active in our community and encourage our employees to be active as well. In 2020, NHI has raised or donated approximately $48,000 to local and national charities directly through our charitable giving employee match program and by leveraging our relationships with partners to raise money for good programs such as Alzheimer's.

Speaker 2

In conclusion,

Speaker 4

the unprecedented impact of the pandemic fell disproportionately on our operators and their residents. While we do not believe the damage is permanent, the road to recovery is bound to be uneven. There are many unforeseen challenges that inevitably arise in the course of business. We approach these challenges with an experienced management team, Board of Directors, dedicated colleagues and committed clients and advisors and hope that we have earned your trust as we always strive to under promise and over deliver. All of us at NHI are truly thankful for your continued support.

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