Earnings call transcript: National Health Investors Q3 2025 beats EPS forecast

National Health Investors Inc. (NHI) reported its Q3 2025 earnings, surpassing EPS expectations with an actual EPS of $0.69 compared to the forecast of $0.6504, marking a 6.09% surprise. However, revenue fell short of expectations, coming in at $62.18 million against a projected $66.81 million, representing a -6.93% surprise. The company's stock responded positively, with a 2.29% increase, closing at $75.31.

Key Takeaways

• EPS exceeded forecasts by 6.09%, showing strong profitability.
• Revenue missed expectations by 6.93%, indicating potential challenges.
• Stock price rose by 2.29%, reflecting investor confidence.
• NHI raised full-year 2025 guidance for normalized FFO by 10.4% YoY.
• The company is focused on expanding its SHOP portfolio.

Company Performance

National Health Investors demonstrated robust performance in Q3 2025, with a notable increase in net income per share by 6.2% year-over-year. The company's strategic focus on the senior housing sector appears to be paying off, despite challenges in revenue generation. NHI's competitive advantage lies in its ability to quickly close deals without financing contingencies, bolstered by a low net debt-to-adjusted EBITDA ratio of 3.6x.

Financial Highlights

• Revenue: $62.18 million, missed forecast by 6.93%
• Earnings per share: $0.69, exceeded forecast by 6.09%
• NAREIT FFO per share: $1.09, up 5.8% YoY
• Normalized FFO per share: $1.32, up 28% YoY
• Funds Available for Distribution: $62.2 million, up 26% YoY

Earnings vs. Forecast

NHI's EPS of $0.69 surpassed analyst expectations of $0.6504, resulting in a 6.09% positive surprise. This performance contrasts with the revenue shortfall, where the company reported $62.18 million, missing the forecast by 6.93%. The EPS beat indicates stronger-than-expected profitability, despite revenue challenges.

Market Reaction

Following the earnings announcement, NHI's stock climbed by 2.29%, closing at $75.31. This positive movement reflects investor confidence in the company's profitability and strategic direction, despite the revenue miss. The stock remains within its 52-week range, with a high of $82.32 and a low of $65.13.

Outlook & Guidance

The company has raised its full-year 2025 guidance for normalized FFO to $4.90 per share, a 10.4% increase year-over-year. NHI anticipates same-store SHOP NOI growth of 7-9% and is targeting $75 million in new investments with an 8% yield. The company expects its SHOP NOI to more than double by 2026, signaling confidence in its growth strategy.

Executive Commentary

CEO Eric Mendelsohn highlighted the company's strategic focus: "The momentum at NHI is building. We are well positioned and laser-focused to capitalize on the generational growth in the senior housing industry over the next decade." He also expressed confidence in corrective measures taken in the SHOP portfolio, aiming for double-digit growth levels in 2026.

Risks and Challenges

• Revenue shortfall suggests potential market challenges.
• Increasing competition from REITs and private equity in SHOP acquisitions.
• Operational challenges in the SHOP portfolio, including a 2.2% decline in same-store NOI.
• Potential for increased G&A expenses as the company expands.
• Market saturation risks in the senior housing sector.

Q&A

During the earnings call, analysts inquired about the NHC lease renewal and potential default, challenges in SHOP portfolio performance, and the company's investment strategy. Insights into Bickford's financial health were also discussed, providing a comprehensive view of the company's operational landscape.

Full transcript - National Health Investors Inc (NHI) Q3 2025:

Conference Operator: Greetings, and welcome to the NHI's Third Quarter 2025 Earnings Webcast and Conference Call. At this time, all participants are placed on a listen-only mode, and a question-and-answer session will follow the form of presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad, and please note this conference is being recorded. I will now turn the conference over to your host, Dana Hambly. Dana, the floor is yours.

Dana Hambly, Investor Relations, National Health Investors (NHI): Thank you, and welcome to the National Health Investors Conference Call to review results for the third quarter of 2025. On the call today are Eric Mendelsohn, President and CEO; Kevin Pascoe, Chief Investment Officer; John Spaid, Chief Financial Officer; and David Travis, Chief Accounting Officer. The results, as well as notice of the accessibility of this call, were released after the market closed yesterday in a press release that's been covered by the financial media. Any statements in this conference call, which are not historical facts, are forward-looking statements. NHI cautions investors that any forward-looking statement may involve risks or uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this conference call.

Investors are urged to carefully review various disclosures made by NHI and its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Form 10-Q for the year ended December 31, 2024, and Form 10-Q for the quarter ended September 30, 2025. Copies of these filings are available on the SEC's website at sec.gov or on NHI's website at nhi.com. In addition, certain terms used in this call are non-GAAP financial measures, reconciliations of which are provided in NHI's earnings release and related tables and schedules, which have been furnished on Form 8-K to the SEC. Listeners are encouraged to review those reconciliations provided in the earnings release together with all other information provided in that release. I'll now turn the call over to our CEO, Eric Mendelsohn.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Thank you. Hello, and thanks for joining us today. We had a solid quarter highlighted by the transition of seven properties to our SHOP portfolio, which resulted in consolidated SHOP NOI growth of approximately 63% compared to the prior year's quarter. We also announced our first SHOP acquisition for $74.3 million effective October 1. We've surpassed last year's investment total with more deals expected to close this year, and we're working on a strong active pipeline that should generate similar or higher external investment activity in 2026. We're raising our guidance for the third time this year. Our updated guidance represents over 10% NFFO per share growth at the midpoint, which would be the strongest annual growth since 2014. The momentum at NHI is building. We are well positioned and laser-focused to capitalize on the generational growth in the senior housing industry over the next decade.

As I noted last quarter, we have methodically invested in creating a strong foundation across all of our disciplines that will allow us to significantly expand our presence in private pay senior housing where we see the greatest risk-adjusted returns. We've onboarded 11 properties and two new operators to the SHOP platform in just the last few months. Combined, the recent additions should more than double our annualized SHOP NOI from approximately 5% to 10% of total adjusted NOI. Through strong organic growth and continued acquisitions, our current view is that our SHOP NOI should more than double again in 2026 to at least 20%. We've taken corrective measures in the same store portfolio and are confident that it returns to double-digit growth levels in 2026 as it did in 2024 and through the first half of this year.

This portfolio has been an important part of our development as we are starting to ramp up the SHOP platform. As we evaluate new opportunities, we're placing a high priority on operators and assets with solid trailing performance that should lead to more consistent and exceptional multi-year NOI growth. The pipeline activity indicates that acquisitions will be a meaningful component of our growth profile for the next several years. We've announced investments of $303.2 million so far this year and currently have approximately $195 million under signed LOIs, which we expect to close in the next few months. We have a large incremental pipeline of active opportunities entirely focused on senior housing, including a significant number of SHOP deals. The balance sheet continues to be supportive of our ample capital needs.

Our net debt to adjusted EBITDA at 3.6 times is below the low end of our target range, and we have available liquidity of over $1 billion. We believe this low leverage and strong access to capital creates a real competitive advantage as we're able to move quickly and with limited closing risk. Touching briefly on the NHC rent negotiation, we disclosed last night that NHC has notified us of their intent to renew the master lease for one five-year term commencing on January 1, 2027. Management and the special committee are currently reviewing the effectiveness and legality of NHC's notice. Before turning the call to Kevin, I'd like to conclude to say that NHI is in a great position with several levers to pull both internally and externally that we expect to drive exceptional long-term FFO per share growth.

The third quarter benefited from some non-recurring items, but we believe the core remains strong and well positioned to create sustained shareholder value. The industry tailwinds are gusting, our financial health is peak, and we have invested in the people and resources necessary to scale our future growth. Kevin.

Dana Hambly, Investor Relations, National Health Investors (NHI): Thank you, Eric. The transition of seven properties to the SHOP portfolio is just over three months old, and we are happy with the early results. The third quarter NOI from these assets is above the prior cash rent, and we now expect that the 2025 NOI contribution exceeds our original forecast of approximately $3.7 million. As with any transition, we expect some impact to near-term growth with the introduction of new management and systems, but still expect this portfolio to contribute meaningfully to SHOP NOI in 2026. We also completed our first SHOP acquisition, including four properties for $74.3 million on October 1 with Compass Senior Living as the operator. Our relationship with Compass formally began in 2024 through a $9.5 million mortgage loan with purchase options on two properties in Oklahoma.

In the process of looking for ways to expand the relationship, Compass brought us the opportunity to acquire two more properties that they operate in Oregon, which led to our first SHOP acquisition. We expect the first-year NOI yield on these stabilized properties to be 8.2% or 7.5% adjusting for recurring CapEx. As noted on our earnings press release, the balance of our mortgage and other notes receivable declined by $43.8 million compared to the second quarter due primarily to large paydowns on a couple of loans with limited or no opportunity for future ownership. While this may slightly weigh on near-term interest income, we are excited to be able to recycle this capital into investments with greater long-term value, including opportunities similar to the Compass deal I just described.

On that note, the pipeline is active as ever with $195 million under LOI, with an average yield of approximately 8.4%. This includes a mix of SHOP, triple-net, and loan-to-own opportunities, all in senior housing. We expect to close these deals in the fourth quarter and first quarter of 2026. Turning to our operating performance, total SHOP NOI increased by 62.6% compared to the third quarter of 2024 due to the transition of seven properties on August 1st. The same store NOI on the 15 legacy Holiday properties declined by 2.2% year over year, which is obviously not an acceptable result for us. Occupancy declined by 110 basis points from the third quarter of 2024 and 160 basis points sequentially. We experienced higher move-outs during the quarter, key personnel changes, 16 units taken out of service, and approximately $0.2 million in non-recurring costs, all of which negatively impacted the result.

We expect the out-of-service units to come back online in approximately six months, and we have taken measures to improve the occupancy and operations. That will take some time, which led us to adjust our same store NOI growth for this year. We expect NOI growth for this group to return to double-digit levels in 2026. We have and continue to make investments in our asset management platform, understanding that organic NOI is our best and cheapest source of capital. As we grow the SHOP portfolio, we expect the variability in same store portfolio will be reduced, particularly as we believe the assets we are adding are higher quality properties with more consistent growth. Across the triple-net portfolio, we are generally experiencing the continuation of solid trends with no rent concessions, continued collection of deferred rents in excess of expectations, and stable occupancy and EBITDA coverages.

Cash lease revenue increased approximately 12% year over year to $70.1 million during the quarter. Excluding approximately $3.9 million in cash rent received in connection with the Discovery lease terminations, cash revenue increased approximately 5.5% primarily due to acquisitions. On October 31, we exercised our purchase option on a CCRC in Columbia, South Carolina, for $52.5 million with an initial yield of 8.25%. This is a high-quality entrance fee community operated by our longtime partner, Senior Living Communities, and we are excited to bring this property into our own portfolio. Bickford continues to generate strong NOI. Bickford's third quarter occupancy increased by 90 basis points from the second quarter to 86.1%. Trailing 12-month EBITDA coverage through June 30, including deferral repayments, was 1.49 times. Bickford repaid $1.3 million in deferred rent during the third quarter and has an outstanding balance of $8.7 million at October 30.

Due to their solid performance, we expect that we'll be able to capture more than the quarterly run rate of deferral repayments into the future-based rent at the April 2026 reset with the ability to monetize any remaining deferral balances. I'll now turn the call over to John to discuss our financial results and guidance. John.

John Spaid, Chief Financial Officer, National Health Investors (NHI): Thank you, Kevin. And hello, everyone. I'm pleased to report our third quarter results were above our expectations. I will highlight the significant areas that contributed to our positive quarter. First, let me begin with our third quarter results. I'll be using average diluted common shares for all our per share results. For the quarter ended September 30, 2025, our net income per share was $0.69, up 6.2% from the prior year. Our NAREIT FFO results per share for the third quarter compared to the prior year period increased 5.8% to $1.09 per share. Our normalized FFO results per share for the third quarter increased 28% to $1.32 per share compared to the prior year third quarter. FAD for the third quarter ended September 30, compared to the prior year period, increased 26% to $62.2 million.

On August 1st, we completed the conversion of seven assets from lease to SHOP. Together with the conversion, we recognized within our real estate investment segment cash rent revenues of $4.6 million, non-cash rental income related to operations transfer of $1.4 million, and wrote off $12.1 million in straight-line rents receivable. Upon conversion, we then additionally recognized $2 million in additional SHOP NOI from the conversion properties for the two months of operations during the quarter. All of these impacts are reflected in net income and NAREIT FFO. Our normalized FFO and FAD results exclude the impacts from the non-cash rental income related to the operations transfer and straight-line receivable write-off.

During the quarter, we also received approximately $52 million in loan receivable payoffs not in our previous guidance, which resulted in an improvement of $2 million in credit loss reserve impacting net income, NAREIT FFO, and NFFO, but was adjusted out of our FAD. NOI from our 22-property SHOP segment for the quarter ended September 30th increased 62.6% to $4.9 million compared to the prior year period. We expect these results to continue to rapidly grow further as we recognize NOI from our recent SHOP acquisition and continue to make additional SHOP investments in the coming quarters. Our 15-property same store SHOP portfolio saw NOI decline 2.2% to $3 million from the prior year period. Same store SHOP revenues and expenses grew 2.1% and 3.3% respectively, resulting in a 90 basis point margin decline to 21.1% year over year.

Interest expense for the quarter was down 8% year over year, while weighted average common diluted shares were up 8.3% to $47.6 million shares as a result of the company's greater use of equity in lieu of debt to fund new investments over the last year. Sequentially, compared to the second quarter, cash G&A increased 5.4% to $5.3 million, while legal expenses declined $1 million. During the quarter, we did not close any new investments but did continue to fulfill our existing commitments. In October, we closed on new investments totaling $126.8 million, which includes $46.7 million of previously deployed loan receivable capital. At the end of September, we issued $350 million in 5.35% coupon bonds, resulting in net proceeds of $340 million after original issue discounts and bank fees. The bonds mature February 1, 2033.

During the quarter, we settled approximately 155,000 common shares from our Q1 2025 forward ATM activity at an adjusted forward price of $73.96 per share after fees and forward costs for proceeds of approximately $11.4 million. At September 30, 2025, we had remaining escrow forward equity proceeds of approximately $90.6 million available to us in exchange for the future delivery of 1.3 million common shares at an average price of $70.47 per share. We ended the quarter with $81.6 million in cash on our balance sheet and $600 million in revolver capacity after paying down our bank term loan of $75 million at the end of the quarter.

Subsequent to the third quarter, we extended the maturity of our $125 million term loan for six months to June 16, 2026, retired a $50 million private placement loan, and amended our bank credit facilities to remove a 10 basis point credit spread adjustment to our SOFR interest rate. Our balance sheet ended the third quarter in great shape with improvements in our leverage ratios and liquidity. Our net debt-to-adjusted EBITDA ratio was 3.6 times for the quarter, and our available liquidity was approximately $1.1 billion attributable to the cash on our balance sheet, excess revolver, forward equity, and additional ATM capacity. Let me now turn to our dividend and guidance. As we announced last night, our board of directors declared a $0.92 per share dividend for shareholders of record December 31, 2025, and payable January 30, 2026.

We also adjusted our full year 2025 guidance, which includes increases to all our per share metrics. Our guidance includes the impacts from our SHOP conversion, announced subsequent events, and our other expected results. Compared to 2024, NAREIT FFO guidance at the midpoint is $4.64 or an increase of 2%, and normalized FFO at the midpoint is $4.90 or an increase of 10.4%. Compared to our original February full year guidance, we increased normalized FFO guidance $0.27 per share. Our guidance for FAD at the midpoint is $232.6 million, up from our original February guidance of $221.7 million, and represents a 13.9% increase in FAD over 2024. Our guidance includes same store SHOP NOI growth in the range of 7%-9% over 2024. We are also providing guidance on our conversion plus new investment SHOP NOI for the full year of between $5.8 million and $6 million.

Guidance also includes the continued collection of deferred rents and the fulfillment of our existing commitments. Our updated 2025 guidance includes $75 million in additional new unidentified investments at an average yield of 8%, which is an increase in our investment guidance as this is in addition to investments announced subsequent to our third quarter. Our guidance does not include any additional impacts in 2025 for settling additional forward equity, although some settlement is likely to occur prior to our December ex-dividend date. Our actual equity settlements will be dependent upon the volume and timing of additional new investments. Once again, thank you for joining the call today, and that concludes our prepared remarks. With that, Operator, please open the lines for questions.

Conference Operator: Thank you. At this time, we'll be conducting our question and answer session. If you would like to ask a question, please press Star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press Star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the STAR keys. One moment, please, while we poll for questions. Thank you. Our first question is coming from Juan Sanabria with BMO Capital Markets. Your line is live.

Juan Sanabria, Analyst, BMO Capital Markets: Hi, good morning. Hoping to dig a little bit deeper into SHOP. You kind of made reference in the release and the opening remarks about some efforts to remediate things. Hoping you could talk a little bit about what that exactly means. As part of that, I guess the backstory on why some units were taken offline, I guess why now, and what's the scope of work there.

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Sure. Hey, Juan. This is Kevin. One thing I guess I'd like to point out is that when we're talking about our same store portfolio, that's the Holiday portfolio, which has been noted as difficult by some of our peers. It's definitely not had the trajectory that we would have liked. It's a little more linear. Here we are. As it relates to the remediation, a lot of it is going back through the portfolio, making sure we have our units priced appropriately. We have the tour pass done right. A lot of the basic blocking and tackling. We really have probably three or four buildings that we're focused on occupancy that were the laggards that dragged our performance down. Making sure that we have the right people in place, all that has taken place.

I think some of the good news here is that our lead volumes are still very good. It's a matter of just converting and making sure we have the right incentives in place for the people on the ground. As we go through our budget processing right now, we're evaluating all those to make sure that we have the right incentives and, again, the right pricing, being able to put the right programming in place and have the right resident engagement. Those are all things that are in process. I feel like a lot of the corrective measures have been put in place. As we discussed on the call, we'll be looking to get additional growth out of the portfolio next year.

As it relates to the units that were taken offline, we have a building in California that had some earth movement a couple of years ago. We found out over time that we had some issues on the bottom floor with some of the plumbing, and the initial scope of the project was less than we had in our forecast. We knew about it, but it ended up being that we needed to take all of the first-floor units offline. We made the tough decision to do the right thing and do the project in full scope versus trying to just piecemeal it and get it right the first time. It was a decision we made to go ahead and make it a little bit bigger project so that way it was done right for the community.

Juan Sanabria, Analyst, BMO Capital Markets: Just to confirm, there's no change in operators or one change contemplated? I know you've had some movement with Discovery and their remaining operator with SHOP and no longer in triple-net.

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Correct. As it relates to SHOP, Discovery and Merrill are our operators or managers on those. We're working with them very closely to make sure we, again, we have all the right people in place. I think as good stewards of the portfolio, we always have to keep in mind what's best for the portfolio. As it stands, we're working with them to go through the portfolios, make sure that we have all the right pieces in place, and make sure that we get back on track from a performance standpoint.

Juan Sanabria, Analyst, BMO Capital Markets: Great. Just the second question on NHC. Just curious on where we stand. I know the lease was put into default, and NHC kind of came back, and then they sent you a renewal notice, but then there was a comment in the prepared remarks about analyzing the legality of that notice. Just curious on, I guess, the technicality of where we stand today and why you said examining that legality of the renewal notice.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Hey, Juan. This is Eric. Yes, that wording was artfully crafted. There could be a question about whether or not they're in default, and if they are in default, whether or not they're able to exercise their renewal option. The lease is pretty bare bones, as you know, but it does say that if they're in default, they don't have the right to renew. All of that could be subject to arbitration or litigation or legal interpretation. That is what was meant by that comment.

Juan Sanabria, Analyst, BMO Capital Markets: Appreciate it. Thank you very much.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Thanks, Juan.

Conference Operator: Thank you. Our next question is coming from Austin Wurschmidt with KeyBanc Capital Markets. Your line is live.

Austin Wurschmidt, Analyst, KeyBanc Capital Markets: Thanks. Just going back to the NHC question there a moment ago, I guess I was curious if the renewal option did prove to be legal, would that still be at the fair market rent, or would it be at the current rent level? I guess how else could that change NHI's negotiating position with respect to the adjustment to fair market rent?

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Hey, Austin. Recognizing that NHC and their counsel are listening to this call, I will just say that all of that is on the table. If the renewal is determined not to be valid, then it is a wide-open negotiation that could include third parties. If the arbitration or litigation does hold that the renewal is valid, then the terms of the lease say that the renewal should be at a market rate, which is also a wide-open interpretation. As you know, we have hired Blueprint Advisors to help us survey the market and get touch points on lease rates and cap rates in the markets where these buildings reside.

Austin Wurschmidt, Analyst, KeyBanc Capital Markets: That's helpful. Eric or Kevin, the pipeline of investment opportunities sounds very active, but it did appear like when some assets moved into the under LOI bucket, and therefore that investment pipeline was relatively stable. How far along are you in ramping that pipeline that you quote? I'm just wondering if you guys are spending more time today on larger portfolios that maybe wouldn't go into the pipeline, or are you more focused on deals that should, over time, tuck into the quoted investment pipeline as they move forward?

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Hey, Austin. It's Kevin. I guess the way I would say is you definitely touched on an element of what we're looking at in the pipeline. In terms of the full scope of the pipeline, it's well over $1 billion. We're not going to report to you a number that we don't think is achievable. There are some larger portfolios. Anything over $100 million, we're not reporting in our numbers because I think the percentage hit rate on those is going to be a little lower. We want to make sure it's signed up before we would report that in terms of what we have under LOI or in our pipeline. I think that's just a function of what we're looking at in a mix of the pipeline at the moment. I would say it's as robust as it has been, if not more.

It's been an extremely busy year here, and it continues to be. I don't really have any hesitation on where our pipeline sits right now.

Austin Wurschmidt, Analyst, KeyBanc Capital Markets: Thanks, Kevin. Appreciate the thoughts.

Conference Operator: Thank you. Our next question is coming from Farrell Granath with Bank of America. Your line is live.

Farrell Granath, Analyst, Bank of America: Thank you. Good morning. I had a quick question about the guidance increase. I was wondering if you could bridge between the old and the new guidance. What in there is including term fee as well as any additional? Was there incremental positivity in outlook or just having better confidence? Just wondering if you could go through a few of the items.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Yeah. Okay. This is John Spaid. Let me see if I can start from the top. In August, we had to make a lot of assumptions regarding the conversion activity that we recognized in the third quarter. That activity came in much better than expected. There was a couple of things that were one-time items that came in better than expected. There was also better than expected NOI that we recognized from the conversion SHOP portfolio. That all influenced the raise. We also additionally saw a fair amount of loan receivable payoffs that occurred during the quarter. Oftentimes, what happens there is twofold. Depending on what is being paid off, we would then recognize credit loss reserve reversals, which flows through all of our metrics except for FAD. That was a significant change in our forecast.

Interest income will also change both for the third quarter as recognized as well as the fourth quarter because our mortgage investments now have declined. When we saw those mortgage payoffs, we collected some accrued interest that was accruing but not recognized. We also had some exit fees as well. I guess finally, the same store SHOP portfolio, we had to change that. We used to have a range of 13-16%. That is now 7-9% for the year. I think those are the biggest factors.

Farrell Granath, Analyst, Bank of America: Okay. Thank you. Also, going back to the SHOP portfolio or in the acquisition pipeline, I was curious if you could add a few comments on how you're viewing almost the competition in the markets. You made the comment about the hit rates on the larger portfolios. Across a lot of broader peer sets, we've been seeing an increase in SHOP activity as well as looking to buy full portfolios of SHOP. Just curious if you could just comment on competition. Is that impacting pricing? Is it leading others to pay above what you're underwriting for the pricing?

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Sure. This is Kevin. The competition in the marketplace has definitely ramped up. That said, I feel like we have very strong ties with our operating partners that way. We're getting looks on properties that would be more off-market. What you've seen close is indicative of that where we get a direct from our manager or operating partner, and then also a function of what we describe as our loan-to-own program that's worked out really well for us. It is a much more competitive environment. I think those are the deals that we try to exclude from our pipeline just because there are more groups that are looking at it. A lot of it is our REIT peers. When we look across the landscape, there's a little more private equity entering the space as well.

The uniqueness that we have and our peers share is that we do not have financing contingencies. We are actually able to get a little bit better pricing versus what I would consider the top bid because they know we can close. We will continue to pursue those marketed deals as well, but we are really focusing on making sure we have the right relationships and being able to pull in stuff at a better value.

Farrell Granath, Analyst, Bank of America: Okay. Thank you.

Conference Operator: Thank you. Our next question is coming from Rich Anderson with Cantor Fitzgerald. Your line is live.

Rich Anderson, Analyst, Cantor Fitzgerald: Thanks. Good morning, folks. If we could just kind of close the circle on NHC for now, can you remind the basics behind whether or not they're in default? I know it's been said, but I just want to make sure we got that clear about your point of view on that topic.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Hey, Rich. This is Eric. When we made the announcement that we sent them a notice of default, we said that there were non-monetary provisions that they were not adhering to. That was certain audit requirements. That was certain reporting requirements. That was certain insurance requirements and CapEx requirements. We had done an inspection of all the buildings and found the maintenance and level of CapEx to be lacking. We put that in a letter and sent it to them. Of course, as I said earlier, under the terms of the lease, if they're in default, then they're not able to renew the lease. That's kind of where we are. There are provisions that allow for arbitration. There's a question as to whether or not the lease renewal rate is subject to arbitration. That's something that is a question mark that I can't really address.

And.

Rich Anderson, Analyst, Cantor Fitzgerald: Okay. This renewal offer from them is for the entirety of the portfolio. There's no cherry-picking.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Correct.

Rich Anderson, Analyst, Cantor Fitzgerald: Okay. All right.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Correct. It's all or nothing.

Rich Anderson, Analyst, Cantor Fitzgerald: Okay. I understand the hiccups during the quarter on the SHOP. I know it's small relative to the rest of the portfolio. Kevin, you want to put the right people in place, and you kind of went through that whole response to Juan's question. I guess my question is, this is not like you had this stuff in place yesterday. You've been in this portfolio for some time now. What is it, do you think, that suddenly hiccupped on you with this portfolio? You mentioned higher move-outs. It just seems a little sudden given the fact that this is not a new portfolio to you.

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Sure. This is Kevin. I understand your question. I would say we also telegraphed this last quarter that we saw this was we knew that the third quarter was going to be softer than the second because of the things that we were seeing in the portfolio. I do not think it crept up on us. I think it was a matter of we saw it coming. We telegraphed it. I would say the result was lower than what we would have liked to see. We are trying to make the corrective measures that I described. I also think that this is a function of operations. We are looking at, as you have already said, a small portfolio, and we are drilling into a handful of buildings that are driving the result. As we continue to grow and we diversify our investment, that is going to be the key for us here in SHOP.

Rich Anderson, Analyst, Cantor Fitzgerald: Right. Okay. Fair enough. A couple can really move the needle at this point. John, if you could just, you mentioned the new guidance, and you mentioned some better-than-expected one-time items. Can you just quantify the one-time items in the third quarter that contributed to the guidance raise just in dollars so we can have that in our model? Thanks.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Sure. Yeah. This is John again. In my prepared remarks, I mentioned $4.6 million of cash revenues that came in under the converted properties. That number included everything we collected, including one month's rent. We then recognized a $1.4 million—what do we call it?—a non-cash rent revenues on operations transfer. We also recognized the $12.1 million straight-line receivable write-off. When we recognized the cash rents, which flows all the way down through FAD, at the same time, we converted the SHOP, and we recognized $2 million of NOI. There is a little bit of doubling up there as a result. The other big one-time item I just want to point out is that when we have significant, particularly MES-type loan payoffs, we will have a reversal of the credit loss reserves, which flows through all of our metrics, including FFO but not FAD.

As a result of all of these sort of changes, including the Fed results, we've also seen some nice reductions in our interest expense. That also was another topic I did not really mention in my prepared remarks too forcefully. We are seeing some benefit there because we have some variable-rate interest expense. We were also able to get out that bond at a 5.35% coupon. I was not sure we could do it quite that nicely as we did in the third quarter. The forecast had always kind of reflected a little higher expectation for interest rates for the year. Does that help?

Rich Anderson, Analyst, Cantor Fitzgerald: Yep. That's good. Thank you. That's all I got.

Conference Operator: Thank you. Once again, ladies and gentlemen, as a reminder, if you have any questions, please press star one on your telephone keypad. Our next question is coming from Amateo Acuzana with Deutsche Bank. Your line is live.

Amateo Acuzana, Analyst, Deutsche Bank: Yes. Good morning, everyone. Quick question on you put an 8-K out yesterday. You are going to be losing two board members by sometime in 2026. I know there's been a lot of board change in general at the company. For these two particular roles, just talk a little bit about how the board may potentially be thinking about replacements, whether what particular type of skill sets or backgrounds you're looking for, whether it's someone who has senior housing operating experience. Just kind of curious what we may see that could help further bolster the board going forward with these two opportunities.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Sure. Tyo. Hi. This is Eric. Yes. We made that announcement yesterday that two board members will be rolling off. As you will recall, we had an activist campaign earlier in the year, and we addressed board refreshment as part of our strategy to address the activists. Here we are. We are conducting a search using Ferguson Search Firm. Ferguson has helped us in the past with some board members. We are currently interviewing board members. You are absolutely right. They will have some senior housing and operations exposure. Stay tuned for announcements in that regard.

Amateo Acuzana, Analyst, Deutsche Bank: That's helpful. Just going back to SHOP, I think maybe this one may be a little bit more for Kevin. Again, just given your experience with the Holiday portfolio and some of the changes you've made on the Discovery side, just talk about this idea of a SHOP that moves from 5% to 10% to 20% of your portfolio, like this next evolution. What are the key things you're looking for from the operators to prevent some of this one step forward, one step back that you've dealt with through your current experience with the same store portfolio?

Just what are you really looking for going forward that kind of says, "This is the operator we want to deal with, and there's an operator we don't want to deal with?

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Hey, Tyo. This is Eric again. I'm going to take this one. You're absolutely right. You'll recall that we kind of backed into the Holiday conversion of SHOP. History of that portfolio was a lease with Fortress, and Holiday was the operator. Then Holiday got bought by Atria, and Fortress sold its portfolio to Welltower. The entity that was our tenant went to Welltower, and you'll recall that we had litigation with Welltower as a result of that. It was a good opportunity for us to turn lemons into lemonade. Our board had been on the fence about whether or not to engage in SHOP and operations, and this kind of forced the issue. It was a science experiment. Generally, we're happy with the way it turned out. Last year's growth on the portfolio was 30%. Last quarter, we had good growth in Holiday of 15%.

We'll be chasing those numbers and working to get those back again. We've added new talent to our bench. You look on our webpage, you'll see we have a new SVP of Asset Management. We have new VPs of Asset Management. We're very highly skewed towards operations now, and we're very savvy about what it takes to run an operating platform. Recall that both John and I came from Emeritus, a large operator. I am comfortable with this new footing that our company is engaged in. I am excited about the opportunity to grow the new store. We converted seven buildings this quarter, and we bought six buildings, and we bought two more from Compass, and we converted a loan for a total of four. We are growing SHOP quickly. I can tell you the majority of our pipeline is SHOP. We are committed.

Amateo Acuzana, Analyst, Deutsche Bank: Sounds good. Thank you.

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Thank you.

Conference Operator: Thank you. Our next question is coming from Juan Sanabria with BMO Capital Markets. Your line is live.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Hi. Thanks for the extra time. Just piggybacking on Tyo's question, curious if you could provide any high-level thoughts about G&A with the additions of personnel and doubling down on asset management capabilities.

Sure. If you look in our supplemental, we address our G&A as a percentage of assets under management. I would still posit to you that we're cost-effective and very low compared to our peers. I'm looking at year-to-date exclusive of stock comp at 0.56%. That's a good metric. John, do you have anything?

Yeah. Just looking more for growth parameters, just given the investments in people and systems for next year. Just any early thoughts?

One way to think about it is, and the way I think about it is revenues per employee. I'm kind of working off of right now a metric of about $11 million of revenues per employee. I think that's probably something that might be a little bit heavy in terms of G&A for us as we move forward, but I'm thinking that way. As I issue guidance, my guidance is including our expectations to grow internally as we take on more and more SHOP. I'll give you a forward number here. If you think about our SHOP this year, we've grown it in terms of revenues almost 60%. If you just look at what we've announced to date, excluding any new unidentified investments, our SHOP revenues year over year will probably be up in that 60%-plus range again before we talk about new investments again.

There you go. There are a couple of numbers you can work off of.

Okay. Just for Bickford, just curious if you can make any comments on their financial health and how we should think about the range of potential outcomes for that rent reset next spring.

Kevin Pascoe, Chief Investment Officer, National Health Investors (NHI): Sure. Hey, Juan. This is Kevin. From a financial health standpoint, we disclose our coverage ratios. The lease is doing very well. Again, somewhat similar to my comments about SHOP and our managers, we need to evaluate our entire portfolio, including Bickford, on a continuous basis in terms of are there properties that need to go to a different home or to be sold, what have you. We will be doing that exercise as we approach the reset to make sure that the properties we have are the most effective for the portfolio. I feel good about our relationship with them, the coverage we have on our lease. In terms of their overall health, they have some more capital planning they need to do.

We've talked about that in the past in terms of just getting some long-term debt in place so we're not dealing with some of these or they are not dealing with some of these year-to-year issues that they have. That has been a work in progress. They've made some decent progress on moving some of their owned assets to HUD. So that is long-term fixed capital for them. They need to do some more work there. I feel like they're making progress. We still have some more, or they have some more work to do. We'll be monitoring that very closely to make sure that work gets done. Overall, they've done what we've asked them to do. It's improving, but it's probably a little slower than we would have liked.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Thank you.

Conference Operator: Thank you. As we have no further questions in the queue at this time, I would like to hand the call back over to Mr. Mendelsohn for any closing remarks.

Eric Mendelsohn, President and CEO, National Health Investors (NHI): Thank you all for your time and attention today. We will look forward to seeing you at NHI.

Conference Operator: Thank you, ladies and gentlemen. This does conclude today's call. You may disconnect your lines at this time, and we thank you for your participation.

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