National Health Investors, Inc. (NHI) Earnings Call Transcript

Good morning, and welcome to the NHI Second Quarter 2026 Earnings Webcast and Conference Call. [Operator Instructions] It is now my pleasure to turn the floor over to your host, Dana Hambly. The floor is yours.

Thank you, and welcome to the National Health Investors Second Quarter 2026 Conference Call. On the call today are Eric Mendelsohn, President and CEO; Kevin Pascoe, Chief Investment Officer; Todd Siefert, Chief Financial Officer; and David Travis, Chief Accounting Officer. Yesterday, NHI released its second quarter results and conference call information in a press release after market close. Today's remarks may include forward-looking statements, which are subject to risks or uncertainties and are not guarantees of future performance. Investors are urged to carefully review NHI's filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2025, and Form 10-Q for the quarter ended June 30, 2026, for a discussion of these risks. Copies of these filings are available on the SEC's website at sec.gov or on NHI's website at nhireit.com. In addition, today's call may include certain non-GAAP financial measures, reconciliations of which are provided in NHI's earnings release, which has been furnished to the SEC on a Form 8-K. 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.

Good morning, and thank you for joining us today. The second quarter represented another important step in executing the strategy we outlined earlier this year. Our operating results were in line with our expectations. We completed the sale of the NHC portfolio on July 1. We further expanded our SHOP platform, and we continued investing in the people and infrastructure necessary to support our long-term growth. The completion of the NHC transaction marks one of the most significant corporate actions in NHI's history. Beyond increasing our private-pay senior housing focus, it substantially strengthens our balance sheet by reducing leverage to well below our long-term target range and provides strong liquidity to pursue future investments. We believe this financial flexibility creates a meaningful competitive advantage as acquisition opportunities accelerate. Our SHOP portfolio performed in line with our expectations for the quarter, and our outlook for the year is unchanged. Same-store results improved significantly from the first quarter, while the newer acquisitions and transition properties are collectively performing within our original investment assumptions. As SHOP becomes a larger percentage of our NOI, we believe these newer investments will increasingly define the company's organic growth profile. In the past year, we've increased our SHOP investment by 137% to approximately $850 million or 24% of the company's total. As the SHOP portfolio grows from a relatively small platform into a larger contributor, we are deliberately investing ahead of that growth in people, technology and processes to ensure we can continue expanding while maintaining disciplined execution. That includes evolving our leadership structure to support the company's next phase of growth, which is why we're excited to welcome Chris Maingot as our new Chief Operating Officer. Chris brings extensive operating and asset management experience that will further strengthen oversight of our growing SHOP portfolio. Just as importantly, his addition allows Kevin Pascoe to dedicate even greater attention to expanding operator relationships, sourcing investment opportunities and driving our acquisition strategy. Disciplined capital deployment remains one of our highest priorities. We believe this enhanced organizational structure positions NHI to execute more effectively through strong operating performance while increasing our capacity to source attractive investments. We also completed our planned CFO transition on July 1, with Todd Siefert assuming the role of Chief Financial Officer. Todd inherits a strong balance sheet with significant liquidity that positions us well to support our long-term growth strategy. His seamless transition ensures continuity of the financial discipline and capital allocation instincts that have long been cornerstones of NHI's success. We continue to believe that the industry backdrop provides powerful and sustained tailwinds for our company. Demand is accelerating as the aging population expands, while new construction remains historically low. Taken together, we believe NHI enters the second half of the year from a position of strength, and our focus remains unchanged, delivering strong operating performance across our expanding SHOP portfolio, pursuing disciplined external growth through thoughtful capital allocation, maintaining a conservative balance sheet and creating sustainable long-term value for our stockholders. While there's always more work to be done, the progress we've made this year reinforces our confidence in the company's strategic direction. We believe NHI is exceptionally well positioned to capitalize on one of the most attractive senior housing environments, and we're excited about the opportunities ahead. With that, I'll turn the call over to Kevin to discuss our business development and asset management activities. Kevin?

Thank you, Eric. Beginning with business development. NHI has completed $237.2 million of year-to-date investments in private-pay senior housing at an average yield of 7.7%, including more than $212 million in SHOP investments. Our external growth strategy remains focused on private-pay senior housing across both SHOP and triple-net structures while maintaining the flexibility to transition selected assets to SHOP when and where we see greater long-term value creation. We continue to see an active investment environment and believe that our strong reputation as a reliable capital partner, enhanced liquidity and increased business development resources position NHI favorably to capitalize on our robust pipeline. We currently have approximately $127.3 million under signed letters of intent, primarily in SHOP with an estimated initial yield of 6.8% and 6.5% after maintenance CapEx. Beyond the signed LOIs, we are evaluating approximately $420 million of additional deals, excluding several larger portfolio transactions. While the pace of acquisitions can vary from quarter to quarter, our investment discipline does not. We believe the actions we've taken over the past several months have meaningfully increased our capacity to execute as opportunities arise, and we're confident we'll continue to deploy capital where the long-term risk-adjusted returns are most attractive. As a part of our ongoing asset management process, we continually evaluate every property to ensure it supports NHI's long-term strategy. While acquisitions naturally receive the most attention, dispositions are an equally important component of disciplined capital allocation. In addition to the NHC sale, we completed the disposition of 7 properties with 6 operators for net proceeds of $117.4 million in 2026. We noted last quarter that we are evaluating a range of strategic alternatives for our same-store SHOP portfolio. We have discussed a solution with our Board on a subset of same-store properties that we believe could provide a better use of our capital. As the negotiations are ongoing, we will provide more details as plans are finalized. Now turning to our operating performance. Total SHOP NOI increased by 188.5% compared to the second quarter of 2025, driven by the transition and acquisition of 27 properties. Collectively, SHOP NOI for the second quarter at $11 million was in line with our forecast. Same-store NOI on the 15 legacy Holiday properties, which represents less than 5% of total annualized NOI declined 6.3% year-over-year to $3.6 million. On a more positive note, when compared to the first quarter of 2026, same-store NOI increased by 18.9%. For the 26 properties that have been in the portfolio since the beginning of this year, NOI increased sequentially by approximately 7.6% from the first quarter of 2026 to the second quarter. Overall, our second quarter SHOP results were consistent with the outlook we established last quarter, and our full year expectations are unchanged. We remain encouraged by the performance of our newer SHOP investments. These communities continue to support our outlook for high-single to low-double digit NOI growth and reinforce our confidence in the long-term return profile of our acquisition strategy. While much of our attention has understandably focused on SHOP, our triple-net portfolio continues to provide a solid foundation for the business. Across our triple-net portfolio, operating fundamentals remain stable. We continue to experience full contractual rent collections as well as healthy occupancy and rent coverage throughout the portfolio. Cash lease revenue increased approximately 2.8% year-over-year, driven by $2.4 million in acquisitions as well as $2.3 million in contributions from percentage rent and annual escalators. This was partially offset by approximately $2.9 million from the transition of 7 properties to SHOP and property dispositions. EBITDARM coverage improved across our major asset classes. For the 12 months ended March 31, 2026, senior housing and SNF coverages were 1.62 and 2.66, respectively. This compares to 1.52 and 2.26, respectively, in the comparable prior year periods. Please note that we have removed the NHC assets and other assets held for sale from our EBITDARM coverage calculations. As previously discussed, we reset the Bickford leases to fair market value on April 1, which increased the base rent to $38.4 million from $35 million previously. In addition to Bickford's base rent, we received additional rent based on a revenue-driven formula that allows NHI to participate in the operating upside. During the quarter, we received approximately $1.3 million in additional rent, which included partial payments calculated prior to the April rent reset. Going forward, we continue to expect approximately $900,000 of quarterly additional rent under the new agreement. That concludes my remarks, and I'll now turn the call over to Todd to discuss our financial results. Todd?

Thank you, Kevin, and hello, everyone. It's a privilege to be here today and report our second quarter results. I'll first provide details on our second quarter financial results, followed by a brief discussion on our balance sheet and liquidity. For the quarter ended June 30, 2026, our net income per share was $1.15, an increase of 45.6% from the prior year's second quarter. The increase was driven largely by a $22 million gain on the sale of real estate recorded during the quarter related to the disposition of 5 properties for net proceeds of approximately $98.5 million. Our NAREIT FFO and normalized FFO results per share for the second quarter compared to the prior-year period were flat and decreased 2.5%, respectively, to $1.19 per share. NAREIT FFO and normalized FFO for the second quarter of 2026 included $1.1 million in expenses related to the CFO transition and approximately $700,000 of noncash deferred income tax expenses. FAD for the second quarter compared to the prior-year period increased 5.8% to $61.6 million. FAD for the second quarter of 2026 included approximately $500,000 in cash expenses related to the CFO transition. As Kevin noted, our cash rental income increased by 2.8% compared to the prior-year second quarter, and our total SHOP NOI increased by 188.5%. Interest income from the mortgages and other notes declined by 16.1% due to the reduction in the principal amount of our notes receivable balance. General and administrative expenses for the second quarter increased 44% to $8.8 million compared to $6.1 million in the second quarter last year, as the company continues to ramp its SHOP growth strategy in terms of personnel in addition to onetime expenses related to the CFO transition. Interest expense for the second quarter increased 5.4% year-over-year due to higher average interest rates on the company's debt, coupled with a higher balance on our revolving credit facility compared to the prior-year period. Turning to our balance sheet and liquidity. Our net debt to adjusted EBITDA ratio at June 30 was 4.1x and well within our leverage policy of 3.5 to 4.5x. During the quarter, we retired the $125 million term loan due June 2026. We have a $100 million private placement note due in January 2027, which we expect to retire by the end of 2026 and have no other maturities until 2028. Our available liquidity on June 30 was approximately $792.4 million attributable to $262 million in excess revolver capacity, $500 million available under our recently refreshed ATM and cash on hand. In July, we completed the sale of the NHC portfolio for cash consideration of $560 million and expect to recognize a gain of approximately $541.6 million during the third quarter. Consistent with our capital allocation strategy, approximately $221 million of the proceeds was used to complete previously acquired replacement properties under reverse Section 1031 exchanges. The remaining proceeds of approximately $334 million are being held for future tax deferred reinvestment under Section 1031. This strategy is intended to preserve capital for reinvestment while deferring a substantial portion of the taxable gain associated with the NHC disposition. At this time, the company's 2026 taxable income and capital gains are not yet determinable. Let me now turn to our dividend. As we announced last night, our Board of Directors declared a $0.02 per share increase to our quarterly dividend to $0.94 per share for stockholders of record on September 30, 2026, and payable November 6, 2026. I'd like to conclude by thanking everyone here at the company, particularly John Spaid, who made the transition smooth and seamless. I especially want to thank Eric and our Board of Directors for the opportunity to serve as CFO. I fully believe we have a bright future ahead of us. Once again, thank you for joining our call today. That concludes our prepared remarks. With that, operator, please open the lines for questions.

[Operator Instructions] And our first question this morning is coming from John Kilichowski from Wells Fargo.

My first one is on the opening remarks, you mentioned some potential plans around the same-store portfolio. I understand you can't say much about it, but I was hoping you can give us a little bit of color. You said a subset of the portfolio. Is that far less than half? Is it a sizable portion? Could it be greater than half? And then could you give us a time line on roughly when you think you could update us on this?

John, this is Eric. Yes, I understand your curiosity and the sensitivity around talking about solutions as these are still operating businesses that have competitors and employees that will feel insecure if they think something is going to happen to their building. So we're very careful to keep our cards close to our chest until we're ready to make an announcement. But you've been around this business long enough to know that the asset management principles are you try and prune your losers and develop those buildings that can be developed into winners and of course, keep the winners. So it's going to be something along the lines you've seen in the past. And our goal as good stewards of capital is to make the transaction accretive or as close to accretive as possible. And the way we think about that is we look at the return of invested capital on the asset. And if it is lower than we want, then we compare it to, well, gee, if we sold something, could we pay off some debt. And would that be accretive if we sold something and we bought something else with it that had a better return, would that be accretive and have a gap in between. So there's a lot of variables in the plan and the timing is really this year. I want to get it done this year.

And then how about on just the management side, you've made a couple of exciting updates to the C-suite here. I'm curious, how will the business look different over the next 6 to 12 months given these changes?

Sure. Great question. If you think about it a year ago, our SHOP exposure and assets were around 5% or 6% and now we're close to 25%. And we've told the Street that we'd like to get to 40% or 50%, and that's probably a 3-year plan. Hiring a COO does 2 things. It gives Kevin an opportunity to put the pedal to the metal on acquisitions. And I think that we have a good brand and a good opportunity to partner with operators that Kevin can exploit and use to grow our platform and ramp up our acquisitions. We talk about a run rate of 200 to 400 a year. I'd like to see that go to the 500 to 700 a year. And I think with Kevin focused on nothing but acquisitions, he can do that. The other part of that equation is hiring someone with deep operations experience who worked for an operator, who worked for Blackstone, brings a little bit of private equity mentality to our operating platform and can help us get better returns out of the assets that we own and motivate the managers to perform at their highest potential.

Your next question is coming from Austin Wurschmidt from KeyBanc Capital Markets.

So last quarter, Eric or Kevin, you guys talked about several larger portfolios you were evaluating over $200 million in outstanding LOIs. And I was just hoping you could give an update as to where those deals stand. And then just wondering kind of where the primary focus is in terms of these larger portfolios versus more of the singles or doubles that are quoted within that $440 million future pipeline.

Austin, this is Kevin. As I mentioned in my remarks, we still have several portfolios that are in play that are on the larger side. We just don't disclose those because it would amplify the number to probably an unreasonable measure, but pipeline remains active. And as I've talked about here with the team is we've got to be able to do it all. The singles and doubles are good relationship builders and add-ons. I think as we're looking at initial deals, generally, we're looking at small to midsized portfolios to kind of establish a relationship and then the singles are great bolt-ons to that opportunity. It's just really hard and in my opinion, a little inefficient to start with a single. But if it's the right operator, the right building, right geography, we'll do that. So we got to be able to have a tool for every job. And sometimes that is the real structure, sometimes that is the lease structure that we've also talked about. The SHOP mentality is really the focus still. But again, I think we need to be able to pick people that are doing the right things for seniors and be able to apply a structure that makes sense for our company with that individual group. So the answer is we got to do it all.

What's the pricing differential between the larger deals you're evaluating versus the single doubles? And just how confident are you and the team today that you can redeploy the remaining $334 million, I think it was of NHC proceeds using the 1031 exchange and avoid paying any type of special dividend?

Sure. As it relates to the special, I'll have Eric or Todd answer that component. But as I mentioned, the pipeline is very active. I feel very good about where our position in the market, what we're looking at. That said, we're also remaining regimented about how we do our underwriting. It's not an asset aggregation strategy for us. It's making sure that we have -- we're finding the right opportunities and are building for the future. Eric or Todd, do you want to take the special?

I feel -- again, if we're good stewards of capital, we'll do everything we can to avoid the special dividend. It's a headache for certain investors, and there's some tax implications to our investors. I know they'd rather not deal with. So we're going to do everything we can to avoid that special dividend and someone asked about a throwback dividend, which is not a reference to nostalgia, but it is the ability to borrow on future dividends to get coverage in the present. So we have a lot of tools in our toolbox.

And then sorry, just about the pricing differential between the larger deals versus the single doubles, and that's all for me.

Yes. Sorry, Austin. This is Kevin again. That spread has closed pretty significantly over the last 6 months. It used to be at least 100 basis points. I'd say it's probably 25 to 50 and the whole market has shifted down over that period of time as well to at least 100 basis points. What I think a lot of news clipping used to say year 1 7. We're seeing some pressure on that number now, and it's probably closer to 6%, 6.5% on higher quality stuff, if not a little bit lower. And then you'll see even on your -- what I would consider maybe B type property, they're in the 7s now. So it's a very competitive market. That has continued to shrink, but also goes back to our underwriting and making sure that we're getting the best risk-adjusted returns for what we're buying.

Your next question is coming from Farrell Granath from Bank of America.

My question -- or my first question is on the same-store SHOP guidance. Just given the first 2 quarter performance and maintaining that 1% to 3%, can you just bridge what the expectation would be for the second half of the year with maintaining that guidance?

Sorry, make sure I understand the question, bridge the gap on same-store performance, you're just talking about 1 half to second half.

For the full year, 1% to 3% range for the same-store SHOP NOI growth relative to the same-store SHOP NOI, which were more in the negative range or below the midpoint of that guidance in the first half of the year.

Yes. Well, I think if you look at the supplemental, you'll see we've had some growth quarter-over-quarter. We expect to see a similar result throughout the balance of the year. The change to that would be, as Eric alluded to, we have some solutions that we're executing on the portfolio, making sure that we're pruning as appropriate. And then there's other -- one of the other ones that has been a pressure point here is we have one building where there's a number of units offline. That project is underway, will be expected to be finished by the end of the year. But that by itself puts at least a percentage point of occupancy pressure here. So as you alluded to here, the second half of the year is back-end loaded. We do expect to see some additional growth. The big focus for us is really making sure that we get occupancy back to where we wanted to go. We had some good momentum going in -- up until the second quarter of last year, we've seen some exacerbated move-outs or rebuilding the pipeline. But you can also see that we're increasing the RevPOR quarter-over-quarter. So making sure that we're getting the quality move-ins, but we just need to get the volume to make sure that we're covering those move-outs. That said, again, we're covering the rack cost, the resident acquisition costs and making sure that the NOI is improving quarter-over-quarter. That's really the focus, and we expect to see more out of the third and fourth quarter.

Great. And I guess also on that, how are you driving that occupancy growth? Are there different incentives on the individual property levels? Is there an overarching type of policy in order to be pretty much supporting that growth going forward?

The key really is just making sure that we have the right people in place at the building and the management level. We've been working with our operating partners to make sure that that's getting the appropriate focus. I think it is, but something we're going to stay on them about. And then each building will have a little bit different plan for what they're seeing in their marketplace. But there will be, for example, units that have been online or offline, so to speak, for an extended period of time. You have a concession for something where you get revenue off something that overlooks the dumpster or what have you, just making sure that there is a pricing program for where that unit is in the building and that they can sell it. That's the key that we've been working on with our operating partners. And I think that the plan is in place. It's the execution that we're focused on, and we'll be making sure we got our thumbs on them.

Your next question is coming from Juan Sanabria from BMO.