NHI 10-Q Quarterly Report Sept. 30, 2017

NATIONAL HEALTH INVESTORS INC

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10-Q 1 nhi-9302017x10q.htm 10-Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q



(Mark One)
[ x ]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2017

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

For the transition period from _____________ to _____________

Commission File Number 001-10822

National Health Investors, Inc.

(Exact name of registrant as specified in its charter)



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

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

(615) 890-9100

(Registrant’s telephone number, including area code)

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 [ x ] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files) Yes [ x ] 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 [ x ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [ ]
(Do not check if a 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 [ x ]

There were 41,532,154 shares of common stock outstanding of the registrant as of November 6, 2017 .

Table of Contents



	Page
Part I. Financial Information

Item 1. Financial Statements	3

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.	26

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	49

Item 4. Controls and Procedures.	50

Part II. Other Information

Item 1. Legal Proceedings	51

Item 1A. Risk Factors	51

Item 6. Exhibits	52

Signatures	53

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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)



	September 30, 2017			December 31, 2016
	(unaudited)
Assets:
Real estate properties:
Land	$	188,783		$	172,003
Buildings and improvements	2,421,302			2,285,122
Construction in progress	10,835			15,729
	2,620,920			2,472,854
Less accumulated depreciation	(363,035		)	(313,080		)
Real estate properties, net	2,257,885			2,159,774
Mortgage and other notes receivable, net	149,299			133,493
Cash and cash equivalents	3,926			4,832
Straight-line rent receivable	90,224			72,518
Other assets	18,598			33,016
Total Assets	$	2,519,932		$	2,403,633

Liabilities and Equity:
Debt	$	1,111,292		$	1,115,981
Accounts payable and accrued expenses	19,144			20,874
Dividends payable	39,454			35,863
Lease deposit liabilities	22,375			21,325
Total Liabilities	1,192,265			1,194,043

Commitments and Contingencies

Stockholders' Equity:
Common stock, $.01 par value; 60,000,000 shares authorized;
41,531,038 and 39,847,860 shares issued and outstanding, respectively	415			398
Capital in excess of par value	1,295,709			1,173,588
Cumulative net income in excess of dividends	34,262			29,873
Accumulated other comprehensive income (loss)	(2,719		)	5,731
Total Stockholders' Equity	1,327,667			1,209,590
Total Liabilities and Equity	$	2,519,932		$	2,403,633

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, 2016 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					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017		2016
	(unaudited)					(unaudited)
Revenues:
Rental income	$	68,204	$	59,272		$	197,077	$	171,374
Interest income from mortgage and other notes	3,045		3,669			10,125		10,136
Investment income and other	103		310			374		1,963
	71,352		63,251			207,576		183,473
Expenses:
Depreciation	17,023		15,240			50,006		43,668
Interest, including amortization of debt discount and issuance costs	12,241		10,816			35,730		31,745
Legal	215		156			417		406
Franchise, excise and other taxes	268		271			802		826
General and administrative	2,513		2,169			9,143		7,218
Loan and realty losses	—		1,131			—		15,856
	32,260		29,783			96,098		99,719

Income before equity-method investee, TRS tax expense, investment and
other gains and noncontrolling interest	39,092		33,468			111,478		83,754
Loss from equity-method investee	—		(754		)	—		(1,214		)
Income tax expense attributable to taxable REIT subsidiary	—		(933		)	—		(749		)
Investment and other gains	—		1,657			10,088		29,737
Net income	39,092		33,438			121,566		111,528
Less: net income attributable to noncontrolling interest	—		(406		)	—		(1,176		)
Net income attributable to common stockholders	$	39,092	$	33,032		$	121,566	$	110,352

Weighted average common shares outstanding:
Basic	41,108,699		39,283,919			40,681,582		38,735,262
Diluted	41,448,263		39,651,900			40,937,337		38,876,025

Earnings per common share:
Net income attributable to common stockholders - basic	$	.95	$	.84		$	2.99	$	2.85
Net income attributable to common stockholders - diluted	$	.94	$	.83		$	2.97	$	2.84

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 COMPREHENSIVE INCOME

(in thousands)



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
	(unaudited)						(unaudited)
Net income	$	39,092		$	33,438		$	121,566		$	111,528
Other comprehensive income (loss):
Change in unrealized gains (losses) on securities	—			119			(26		)	7,576
Reclassification for amounts recognized in investment and other gains	—			—			(10,038		)	(23,498		)
Increase (decrease) in fair value of cash flow hedge	(290		)	1,287			(515		)	(6,525		)
Reclassification for amounts recognized as interest expense	695			975			2,129			2,993
Total other comprehensive income (loss)	405			2,381			(8,450		)	(19,454		)
Comprehensive income	39,497			35,819			113,116			92,074
Less: comprehensive income attributable to noncontrolling interest	—			(406		)	—			(1,176		)
Comprehensive income attributable to common stockholders	$	39,497		$	35,413		$	113,116		$	90,898

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)



	Nine Months Ended
	September 30,
	2017			2016
	( unaudited )
Cash flows from operating activities:
Net income	$	121,566		$	111,528
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	50,006			43,668
Amortization	4,154			2,663
Straight-line rental income	(18,956		)	(16,583		)
Non-cash interest income on construction loans	(708		)	(668		)
Gain on sale of real estate	(50		)	(4,582		)
Loss on extinguishment of debt	591			—
Non-cash write-offs due to lease transition	—			15,856
Gain on sale of equity-method investee	—			(1,657		)
Gain on sale of marketable securities	(10,038		)	(23,498		)
Non-cash stock-based compensation	2,270			1,481
Amortization of commitment fees and note receivable discounts	(393		)	(303		)
Amortization of lease incentives	69			—
Loss from equity-method investee	—			1,214
Change in operating assets and liabilities:
Other assets	(4,825		)	34
Accounts payable, accrued expenses and other liabilities	2,274			163
Net cash provided by operating activities	145,960			129,316

Cash flows from investing activities:
Investments in mortgage and other notes receivable	(44,729		)	(75,522		)
Collections of mortgage and other notes receivable	30,025			16,461
Investments in real estate	(133,251		)	(288,965		)
Investments in real estate development	(9,901		)	(24,499		)
Investments in renovations of existing real estate	(5,614		)	(913		)
Payment allocated to lease purchase option	—			(6,400		)
Long-term escrow deposit	—			(4,500		)
Proceeds from disposition of real estate properties	450			27,723
Proceeds from sale of marketable securities	18,182			56,449
Net cash used in investing activities	(144,838		)	(300,166		)

Cash flows from financing activities:
Net change in borrowings under revolving credit facilities	9,000			94,600
Borrowings on term loans	250,000			75,000
Payments on term loans	(250,593		)	(573		)
Debt issuance costs	(4,149		)	(114		)
Taxes remitted in relation to employee stock options exercised	(586		)	(1,135		)
Proceeds from issuance of common shares, net	122,198			104,190
Convertible bond redemption	(14,312		)	—
Distributions to noncontrolling interest	—			(1,305		)
Distribution to acquire non-controlling interest	—			(6,462		)
Dividends paid to stockholders	(113,586		)	(102,440		)
Net cash provided by (used in) financing activities	(2,028		)	161,761

Decrease in cash and cash equivalents	(906		)	(9,089		)
Cash and cash equivalents, beginning of period	4,832			13,286
Cash and cash equivalents, end of period	$	3,926		$	4,197

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)



	Nine Months Ended
	September 30,
	2017		2016
	(unaudited)
Supplemental disclosure of cash flow information:
Interest paid, net of amounts capitalized	$	32,004	$	27,395
Supplemental disclosure of non-cash investing and financing activities:
Change in accounts payable related to acquisition of non-controlling interest	$	—	$	10,546
Change in accounts payable related to investments in real estate development	$	1,500	$	980
Tenant investment in leased asset	$	1,250	$	—
Conversion of note balance into real estate investment	$	—	$	9,753

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 STATEMENT OF STOCKHOLDERS’ EQUITY

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



	Common Stock			Capital in Excess of Par Value			Cumulative Net Income in Excess of Dividends			Accumulated Other Comprehensive (Loss) Income			Total Equity
	Shares	Amount		Capital in Excess of Par Value			Cumulative Net Income in Excess of Dividends			Accumulated Other Comprehensive (Loss) Income			Total Equity
Balances at December 31, 2016	39,847,860	$	398	$	1,173,588		$	29,873		$	5,731		$	1,209,590
Total comprehensive income	—	—		—			121,566			(8,450		)	113,116
Partial redemption of equity component of convertible debt	—	—		(1,744		)	—			—			(1,744		)
Issuance of common stock, net	1,660,045	17		122,181			—			—			122,198
Shares issued on options exercised, net of shares withheld	23,133	—		—			—			—			—
Taxes remitted on employee stock options exercised	—	—		(586		)	—			—			(586		)
stock-based compensation	—	—		2,270			—			—			2,270
Dividends declared, $2.85 per common share	—	—		—			(117,177		)	—			(117,177		)
Balances at September 30, 2017	41,531,038	$	415	$	1,295,709		$	34,262		$	(2,719	)	$	1,327,667

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

September 30, 2017

(unaudited)

NOTE 1. SIGNIFICANT ACCOUNTING POLICIES

We, the management of National Health Investors, Inc., (“NHI” or the “Company”) believe that the unaudited condensed consolidated financial statements of which these notes are an integral part include all normal, recurring adjustments that are necessary to fairly present the condensed consolidated financial position, results of operations and cash flows of NHI in all material respects. The Condensed Consolidated Balance Sheet at December 31, 2016 has been derived from the audited consolidated financial statements at that date. We assume that users of these condensed consolidated financial statements have read or have access to the audited December 31, 2016 consolidated financial statements and that the adequacy of additional disclosure needed for a fair presentation, except regarding material contingencies, may be determined in that context. Accordingly, footnotes and other disclosures which would substantially duplicate those contained in our most recent Annual Report on Form 10-K for the year ended December 31, 2016 have been omitted. This condensed consolidated financial information is not necessarily indicative of the results that may be expected for a full year for a variety of reasons including, but not limited to, acquisitions and dispositions, changes in interest rates, rents and the timing of debt and equity financings. For a better understanding of NHI and its condensed consolidated financial statements, we recommend reading these condensed consolidated financial statements in conjunction with the audited consolidated financial statements for the year ended December 31, 2016 , which are included in our 2016 Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission, a copy of which is available at our web site: www.nhireit.com .

Principles of Consolidation - The accompanying condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries, joint ventures, partnerships and consolidated variable interest entities (“VIE”), if any. All intercompany transactions and balances have been eliminated in consolidation. Net income is reduced by the portion of net income attributable to noncontrolling interests.

A VIE is broadly defined as an entity with one or more of the following characteristics: (a) the total equity investment at risk is insufficient to finance the entity’s activities without additional subordinated financial support; (b) as a group, the holders of the equity investment at risk lack (i) the ability to make decisions about the entity’s activities through voting or similar rights, (ii) the obligation to absorb the expected losses of the entity, or (iii) the right to receive the expected residual returns of the entity; or (c) the equity investors have voting rights that are not proportional to their economic interests, and substantially all of the entity’s activities either involve, or are conducted on behalf of, an investor that has disproportionately few voting rights.

We apply Financial Accounting Standards Board (“FASB”) guidance for our arrangements with VIEs which requires us to identify entities for which control is achieved through means other than voting rights and to determine which business enterprise is the primary beneficiary of the VIE. In accordance with FASB guidance, management must evaluate each of the Company’s contractual relationships which creates a variable interest in other entities. If the Company has a variable interest and the entity is a VIE, then management must determine whether the Company is the primary beneficiary of the VIE. If it is determined that the Company is the primary beneficiary, NHI consolidates the VIE. We identify the primary beneficiary of a VIE as the enterprise that has both: (i) the power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and (ii) the obligation to absorb losses or the right to receive benefits of the VIE that could be significant to the entity. We perform this analysis on an ongoing basis.

At September 30, 2017 , we held an interest in eight unconsolidated VIEs and, because we generally lack either directly or through related parties any material input in the activities that most significantly impact their economic performance, we have concluded that NHI is not the primary beneficiary. Accordingly, we account for our transactions with these entities and their subsidiaries at amortized cost.

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Our VIEs are summarized below by date of initial involvement. For further discussion of the nature of the relationships, including the sources of our exposure to these VIEs, see the notes to our condensed consolidated financial statements cross-referenced below.



Date	Name	Source of Exposure	Carrying Amount		Maximum Exposure to Loss		Sources of Exposure
2012	Bickford / Sycamore	Various ¹	$	21,196,000	$	39,528,000	Notes 2, 3, 6
2014	Senior Living Communities	Notes and straight-line receivable	$	35,862,000	$	50,258,000	Note 2, 3
2014	Life Care Services affiliate	Notes receivable	$	66,300,000	$	73,852,000	Note 3
2015	East Lake Capital Mgmt.	Straight-line receivable	$	2,816,000	$	2,816,000	Note 2
2016	The Ensign Group developer	N/A	$	—	$	—	Note 2
2016	Senior Living Management	Notes and straight-line receivable	$	25,880,000	$	25,880,000	Note 3
2017	Ravn Senior Solutions	Straight-line receivable	$	172,000	$	172,000	Note 2
2017	Evolve Senior Living	Note receivable	$	9,903,000	$	9,903,000	Note 3

¹ Notes & straight-line rent receivables, unamortized lease incentives and letter-of-credit commitment

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. When the above relationships involve leases, some additional exposure to economic loss is present. Generally, additional economic loss on a lease, if any, would be limited to that resulting from a short period of arrearage and non-payment of monthly rent before we are able to take effective remedial action, as well as costs incurred in transitioning the lease. The potential extent of such loss will be dependent upon individual facts and circumstances, cannot be quantified, and is therefore not included in the tabulation above. Typically, the only carrying amounts involving our leases are accumulated straight-line receivables.

We apply FASB guidance related to investments in joint ventures based on the type of controlling rights held by the members’ interests in limited liability companies that may preclude consolidation by the majority equity owner in certain circumstances in which the majority equity owner would otherwise consolidate the joint venture.

Equity-Method Investment - Through September 30, 2016, we reported our taxable REIT subsidiary (“TRS”) investment in an unconsolidated entity, over whose operating and financial policies we had the ability to exercise significant influence but not control, under the equity method of accounting. Under this accounting method, our pro rata share of the entity’s earnings or losses was included in our Condensed Consolidated Statements of Income. Additionally, we adjusted our investment carrying amount to reflect our share of changes in the equity-method investee’s capital resulting from its capital transactions. On September 30, 2016, we unwound the joint venture underlying the TRS and ceased participation in the operations which comprised all its activity.

Noncontrolling Interest - We have excluded net income attributable to the noncontrolling interest from net income attributable to common shareholders in our Condensed Consolidated Statements of Income for the three and nine months ended September 30, 2016 . As of December 31, 2016 and during the nine months ended September 30, 2017 , we did not hold any noncontrolling interests.

Real Estate Properties - Real estate properties are recorded at cost or, if acquired through business combination, at fair value, including the fair value of contingent consideration, if any. Cost or fair value at the time of acquisition is allocated among land, buildings, tenant improvements, lease and other intangibles, and personal property. For properties acquired in transactions accounted for as asset purchases, the purchase price allocation is based on the relative fair values of the assets acquired. Cost includes the amount of contingent consideration, if any, deemed to be probable at the acquisition date. Cost also includes capitalized interest during construction periods. We use the straight-line method of depreciation for buildings over their estimated useful lives of 40 years, and improvements over their estimated useful lives ranging to 25 years. For contingent consideration arising from business combinations, the liability is adjusted to estimated fair value at each reporting date through earnings.

Reclassifications - We have reclassified certain balances where necessary to conform the presentation of prior periods to the current period. We have combined our investment in marketable securities into other assets in our Condensed Consolidated Balance Sheet at December 31, 2016 . These reclassifications had no effect on previously reported net income. Additionally, we corrected an immaterial error in our Condensed Consolidated Statement of Comprehensive Income three months ended September 30, 2016 of $1,950,000, increasing Other Comprehensive Income to $35,819,000. The captions, “Reclassification for amounts recognized as interest expense,” “Total other comprehensive income (loss),” “Comprehensive income,” and “Comprehensive income attributable to common stockholders” in the Condensed Consolidated Statement of Comprehensive Income were affected.

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Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Earnings Per Share - The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assumes the exercise of stock options using the treasury stock method, to the extent dilutive. Diluted earnings per share also incorporate the potential dilutive impact of our convertible senior notes. We apply the treasury stock method to our convertible debt instruments, the effect of which is that conversion will not be assumed for purposes of computing diluted earnings per share unless the average share price for the period exceeds the conversion price per share.

New Accounting Pronouncements - For a review of recent accounting pronouncements pertinent to our operations and management’s judgment as to the impact that the eventual adoption of these pronouncements will have on our financial position and results of operation, see Note 12.

NOTE 2. REAL ESTATE

As of September 30, 2017 , we owned 207 health care real estate properties located in 32 states and consisting of 134 senior housing communities (“SHO”), 68 skilled nursing facilities (“SNF”), 3 hospitals and 2 medical office buildings. Our senior housing communities include assisted living facilities, senior living campuses, independent living facilities, and entrance-fee communities. These investments (excluding our corporate office of $1,298,000 ) consisted of properties with an original cost of approximately $2,619,622,000 , rented under triple-net leases to 29 lessees.

During the nine months ended September 30, 2017 , we made investments related to real estate as described below (dollars in thousands) :



Operator	Date	Properties	Asset Class	Amount
Ravn Senior Solutions	February 2017	2	SHO	$	16,100
Prestige Care	March 2017	1	SHO	26,200
The LaSalle Group	March 2017	5	SHO	61,865
The Ensign Group	March 2017	1	SNF	15,096
Bickford Senior Living	June 2017	1	SHO	10,400
Acadia Healthcare	July 2017	1	HOSP	4,840
				$	134,501

Ravn Senior Solutions

On February 21, 2017, we acquired two assisted living/memory-care facilities totaling 86 units in Hendersonville, North Carolina, for $16,100,000 in cash, inclusive of $100,000 in closing costs and the funding of $207,000 in specified capital improvements. We leased the facilities to Ravn Senior Solutions (“RSS”) for an initial lease term of 15 years plus renewal options. The initial annual lease rate is 7.35% , plus fixed annual escalators. Additionally, the master lease conveys to NHI an option to purchase a third facility operated by RSS upon attainment of stabilization, as defined, at a specified capitalization rate based on the resulting metrics. The acquisition was accounted for as an asset purchase.

In addition, we have committed to RSS certain earnout payments contingent on reaching and maintaining specified performance metrics. As earned, the earnout payments, totaling $1,500,000 , would be due in installments of up to $1,000,000 for performance measured as of December 31, 2018, with any subsequently earned cumulative unpaid amounts to be measured and due as earned for the periods ending December 31, 2019 and/or 2020. Upon funding, contingent payments earned will be added to the lease base.

RSS’s relationship to NHI consists of its leasehold interests and purchase options and is considered a variable interest, analogous to a financing arrangement. RSS is structured to limit liability for potential damage claims, is capitalized for that purpose and is considered a VIE.

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Prestige

On March 10, 2017, we acquired a 102 -unit assisted living community in Portland, Oregon for $26,200,000 , inclusive of closing costs of $112,000 . We leased the facility to Prestige Care (“Prestige”) under our existing master lease, which has a remaining lease term of 12 years plus renewal options. The lease provides for an initial annual lease rate of 7% plus annual escalators of 3.5% in years two through four and 2.5% thereafter. The acquisition was accounted for as an asset purchase.

In addition, we have committed to Prestige certain earnout payments contingent on reaching and maintaining specified performance metrics. If earned, the earnout payments, totaling $1,000,000 , would be due in installments of up to $1,000,000 for performance measured as of December 31, 2017, with any subsequently earned cumulative unpaid amounts to be measured and due as earned for the period ending December 31, 2018. Upon funding, contingent payments earned will be added to the lease base.

The LaSalle Group

On March 16, 2017, we acquired five memory care communities totaling 223 units in Texas and Illinois for $61,800,000 in cash plus closing costs of $65,000 . We leased the facilities to The LaSalle Group (“LaSalle”) for an initial lease term of 15 years . The lease provides for an initial annual lease rate of 7% plus annual escalators of 3.5% in years two and three and 2.5% thereafter. The acquisition was accounted for as an asset purchase.

In addition, we have committed to LaSalle certain earnout payments contingent on reaching and maintaining specified performance metrics. As earned, the earnout payments, totaling $5,000,000 , would be due in installments of up to $2,500,000 for performance measured as of December 31, 2018, with any subsequently earned cumulative unpaid amounts to be measured and due as earned for the trailing periods ending December 31, 2019 and/or 2020. Upon funding, contingent payments earned will be added to the lease base.

The Ensign Group

On March 24, 2017, we acquired from a developer a 126 -bed skilled nursing facility in New Braunfels, Texas for a cash investment of $13,846,000 plus $1,250,000 contributed by the lessee, The Ensign Group (“Ensign”). The facility is included under our existing master lease for the remaining lease term of 14 years plus renewal options. The initial lease rate is set at 8.35% plus annual escalators based on prevailing inflation rates. The acquisition was accounted for as an asset purchase.

With the acquisition of the New Braunfels property, NHI has a continuing commitment to purchase, from the developer, three new skilled nursing facilities in Texas for $42,000,000 which are newly developed and are leased to Legend Healthcare and subleased to Ensign. The fixed-price nature of the commitment creates a variable interest for NHI in the developer, whom NHI considers to lack sufficient equity to finance its operations without recourse to additional subordinated debt. The presence of these conditions causes the developer to be considered a VIE.

Acadia

In July 2017, we acquired a 10 -acre parcel of land (“Property”) for a cash price of $4,840,000. The Property was conveyed to NHI by a subsidiary of our tenant, Acadia Healthcare Company (“Acadia”), who is the lessee of NHI’s TrustPoint Hospital in Murfreesboro, Tennessee, which is situated on adjacent land. Our ground lease with Acadia covers a 10 -year period and bears an initial rate of 7% , subject to escalation after the third year. Additionally, the lease confers a purchase option on the property, on which Acadia intends to construct a sister facility. The option opens in 2020, extends through June 2023, and is to be exercisable at our original purchase price. In connection with the ground lease, the window of Acadia’s existing purchase option on the TrustPoint Hospital facility was shifted from 2018 to 2020 to coincide with the option window on the Property. Of our total revenues, $638,000 and $608,000 were derived from Acadia for the three months ended September 30, 2017 and 2016 , respectively and $1,854,000 and $1,824,000 were derived from Acadia for the nine months ended September 30, 2017 and 2016 , respectively.

Significant Customers

Bickford

On June 1, 2017, we acquired an assisted living/memory-care facility totaling 60 units in Lansing, Michigan, for $10,400,000 in cash, inclusive of $200,000 in closing costs. Additionally, we have committed to the funding of $475,000 in specified capital improvements, which will be added to the lease base. We leased the facility to Bickford Senior Living (“Bickford”) for an initial

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term of 14 years plus renewal options. The initial lease rate is 7.25% , plus annual fixed escalators. We accounted for the acquisition as an asset purchase.

In April and August 2017, Bickford opened the last two of the five -facility development project announced in 2015. As of September 30, 2017 , our Bickford lease portfolio consists of 43 facilities. Newly-constructed facilities have an annual lease rate of 9% at completion, after six months of free rent. NHI has a right to future Bickford acquisitions, development projects and refinancing transactions. Of these facilities, 35 were held in a RIDEA structure and operated as a joint venture until September 30, 2016, when NHI and Sycamore, an affiliate of Bickford, entered into a definitive agreement terminating the joint venture and converting Bickford’s participation to a triple-net tenancy with assumption of existing leases and terms. Through September 30, 2016, NHI owned an 85% equity interest and Sycamore owned a 15% equity interest in our consolidated subsidiary (“PropCo”). The facilities were leased to an operating company (“OpCo”), in which NHI previously held a non-controlling 85% ownership interest. The facilities are managed by Bickford. Our joint venture was structured to comply with the provisions of REIT Investment Diversification Empowerment Act of 2007 (“RIDEA”). On September 30, 2016, we unwound the joint venture underlying the RIDEA and reacquired Bickford’s share of its assets. Effective May 1, 2017, NHI and Bickford announced a new amended and restated master lease covering 20 Bickford properties. Under terms of the new master lease, the base term for these properties will now extend to May 2031. Additionally, effective June 28, 2017, the leases of thirteen properties acquired in June 2013 and initially set for expiration in June 2018 have been renewed and extended through June 2023.

As of September 30, 2017 our Bickford portfolio includes three master leases structured as following (in thousands) :



	Lease Expiration
	Sept / Oct 2019			June 2023		May 2031		Total
Number of Properties	10			13		20		43
2017 Annual Contractual Rent	$	8,994		$	10,809	$	16,691	$	36,494
Straight Line Rent Adjustment	(347		)	226		4,885		4,764
Total Revenues	$	8,647		$	11,035	$	21,576	$	41,258

Of our total revenues, $10,897,000 ( 15% ) and $8,528,000 ( 13% ) were recognized as rental income from Bickford for the three months ended September 30, 2017 and 2016 , including $1,600,000 and $484,000 in straight-line rent income, respectively. Of our total revenues, $30,170,000 ( 15% ) and $21,999,000 ( 12% ) were recognized as rental income from Bickford for the nine months ended September 30, 2017 and 2016 , including $3,416,000 and $482,000 in straight-line rent income, respectively.

In September 2017, we transitioned the lease of a 126 -unit assisted living portfolio from our then tenant as the result of material noncompliance with lease terms. On September 30, 2017, we entered with Bickford into a 10 -year lease, beginning October 1. The agreement provides for an initial annual lease payment of $1,500,000 with a 4% escalator in effect for years two through four and 3% thereafter. Additionally, the lease provides a purchase option which opens immediately and is co-terminus with the lease. The option will be exercisable for the greater of $21,400,000 or at a capitalization rate of 8.5% on the forward 12-month rental at the time of exercise.

Holiday

As of September 30, 2017 , we leased 25 independent living facilities to an affiliate of Holiday Retirement (“Holiday”). The master lease term of 17 years began in December 2013 and currently provides for a minimum escalator of 3.5% through the end of the lease term.

Of our total revenues, $10,954,000 ( 15% ) and $10,954,000 ( 17% ) were derived from Holiday for the three months ended September 30, 2017 and 2016 , including $1,849,000 and $2,241,000 in straight-line rent income, respectively. Of our total revenues, $32,863,000 ( 16% ) and $32,863,000 ( 18% ) were derived from Holiday for the nine months ended September 30, 2017 and 2016 , including $5,547,000 and $6,724,000 in straight-line rent income, respectively. Our tenant operates the facilities pursuant to a management agreement with a Holiday-affiliated manager.

NHC

As of September 30, 2017 , we leased 42 facilities under two master leases to National HealthCare Corporation (“NHC”), a publicly-held company and the lessee of our legacy properties. The facilities leased to NHC consist of 3 independent living facilities and 39 skilled nursing facilities ( 4 of which are subleased to other parties for whom the lease payments are guaranteed

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to us by NHC). These facilities are leased to NHC under the terms of an amended master lease agreement originally dated October 17, 1991 (“the 1991 lease”) which includes our 35 remaining legacy properties and a master lease agreement dated August 30, 2013 (“the 2013 lease”) which includes 7 skilled nursing facilities acquired from a third party.

The 1991 lease has been amended to extend the lease expiration to December 31, 2026. There are two additional 5 -year renewal options, each at fair rental value of such leased property as negotiated between the parties and determined without including the value attributable to any improvements to the leased property voluntarily made by NHC at its expense. Under the terms of the 1991 lease, the base annual rental is $30,750,000 and rent escalates by 4% of the increase, if any, in each facility’s revenue over a 2007 base year. The 2013 lease provides for a base annual rental of $3,450,000 and has a lease expiration of August 2028. Under the terms of the 2013 lease, rent escalates 4% of the increase, if any, in each facility’s revenue over the 2014 base year. For both the 1991 lease and the 2013 lease, we refer to this additional rent component as “percentage rent.” During the last three years of the 2013 lease, NHC will have the option to purchase the facilities for $49,000,000 .

The following table summarizes the percentage rent income from NHC ( in thousands ):



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Current year	$	782	$	733	$	2,345	$	2,199
Prior year final certification ¹	—		—		194		547
Total percentage rent income	$	782	$	733	$	2,539	$	2,746

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

Of our total revenues, $9,318,000 ( 13% ) and $9,270,000 ( 15% ) were derived from NHC for the three months ended September 30, 2017 and 2016 , respectively and $28,149,000 ( 14% ) and $28,357,000 ( 15% ) were derived from NHC for the nine months ended September 30, 2017 and 2016 , respectively.

The chairman of our board of directors is also a director on NHC’s board of directors. As of September 30, 2017 , NHC owned 1,630,462 shares of our common stock.

Senior Living Communities

As of September 30, 2017 , we leased nine retirement communities totaling 1,970 units to Senior Living Communities, LLC (“Senior Living”). The 15 -year master lease, which began in December 2014, contains two 5 -year renewal options and provides for an annual escalator of 4% in 2018 and 3% thereafter.

Of our total revenues, $11,431,000 ( 16% ) and $9,855,000 ( 16% ) in rental income were derived from Senior Living for the three months ended September 30, 2017 and 2016 , respectively, including $1,746,000 and $1,795,000 in straight-line rent income. Of our total revenue, $34,293,000 ( 17% ) and $29,566,000 ( 16% ) in lease revenues were derived from Senior Living for the nine months ended September 30, 2017 and 2016 , respectively, including $5,238,000 and $5,386,000 in straight-line rent.

On August 25, 2017, we committed to funding up to $6,830,000 toward a facilities upgrade program. Senior Living’s contribution to the program will include continuing its capital expenditures in amounts exceeding its contractual lease commitments and covering identified needs within the nine-facility independent living portfolio discussed above. Amounts funded by NHI will be added to the lease base on which NHI’s rental income is calculated. No funding had occurred under the agreement as of September 30, 2017.

Other Lease Activity

Tenant Non-Compliance

In October 2017, we issued a letter of forbearance to one of our tenants for a default on our lease terms involving lease coverage and arrearages to certain vendors. Rent to the Company was current as of September 30, 2017. For the nine months ended September 30, 2017, lease revenues from the tenant and its affiliates comprise less than 4% of our rental income, and the related straight-line rent receivable was approximately $3,200,000 at September 30, 2017. We continue to work with the tenant to resolve these defaults.

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HSM Lease Extension

Effective as of May 1, 2017, we amended and extended our lease with Health Services Management (“HSM”) covering six skilled nursing facilities in Florida. The amended lease calls for $9,800,000 in first year cash rent, plus fixed annual escalators over a term of 12 years . The new agreement replaced the lease set to expire September 30, 2017, which provided for a total cash rent of $7,241,000 in 2016.

Dispositions

On March 22, 2016, we sold a skilled nursing facility in Idaho for cash consideration of $3,000,000 . The carrying value of the facility was $1,346,000 , and we recorded a gain of $1,654,000 . For the nine months ended September 30, 2016 , lease income from the property was $73,000 . In May 2016 we sold two skilled nursing facilities for total consideration of $24,600,000 and realized a gain of $2,805,000 on the disposal. In June 2016, we recognized a gain of $123,000 on the sale of a vacant land parcel. No significant dispositions have occurred in 2017.

NOTE 3. MORTGAGE AND OTHER NOTES RECEIVABLE

At September 30, 2017 , we had net investments in mortgage notes receivable with a carrying value of $105,715,000 , secured by real estate and UCC liens on the personal property of 9 facilities, and other notes receivable with a carrying value of $43,584,000 , guaranteed by significant parties to the notes or by cross-collateralization of properties with the same owner. No allowance for doubtful accounts was considered necessary at September 30, 2017 or December 31, 2016 .

Bickford

At September 30, 2017 , our construction loans to Bickford are summarized as follows:



	Rate	Maturity	Commitment		Drawn			Location
July 2016	9%	5 years	$	14,000,000	$	(8,703,000	)	Illinois
January 2017	9%	5 years	14,000,000		(2,895,000		)	Michigan
			$	28,000,000	$	(11,598,000	)

The promissory notes are secured by first mortgage liens on substantially all 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 subject property. Usual and customary covenants extend to the agreements, including the borrower’s obligation for payment of insurance and taxes. NHI has a purchase option on the properties at stabilization, whereby annual rent will be set with a floor of 9.55% , based on NHI’s total investment, plus fixed annual escalators.

Our loans to Bickford represent a variable interest as do our leases, which are considered analogous to financing arrangements. Bickford is structured to limit liability for potential claims for damages, is capitalized to achieve that purpose and is considered a VIE.

Evolve

On August 7, 2017, we completed a first mortgage loan of $10,000,000 to Evolve Senior Living (“Evolve”) for the purchase of a 40 unit memory care facility in New Hampshire. The loan provides for annual interest of 8% and a maturity of five years plus renewal terms at the option of the borrower. Terms of the loan grant NHI a 10% participation in the property’s appreciation during the period the loan is outstanding, and NHI also has the option to purchase the facility at fair market value after the second year of the loan. Our loan to Evolve represents a variable interest. Evolve is structured to limit liability for potential claims for damages, is capitalized to achieve that purpose and is considered a VIE.

Timber Ridge

In February 2015, we entered into an agreement to lend up to $154,500,000 to LCS-Westminster Partnership III LLP (“LCS-WP”), an affiliate of Life Care Services (“LCS”). The loan agreement conveys a mortgage interest and facilitated the construction of Phase II of Timber Ridge at Talus (“Timber Ridge”), a Type-A Continuing Care Retirement Community in Issaquah, WA managed by LCS. Our loan to LCS-WP represents a variable interest. As an affiliate of a larger company, LCS-WP is structured to limit liability for potential damage claims, is capitalized to achieve that purpose and is considered a VIE.

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The loan takes the form of two notes under a master credit agreement. The senior note (“Note A”) totals $60,000,000 at a 6.75% interest rate with 10 basis-point escalators after year three , and has a term of 10 years. We have funded $52,448,000 of Note A as of September 30, 2017 . Note A is interest-only and is locked to prepayment for three years. After year three in February 2018, the prepayment penalty starts at 5% and declines 1% per year. Note B is a construction loan for up to $94,500,000 at an annual interest rate of 8% and a five -year maturity and was fully drawn during 2016. We began receiving repayment with new resident entrance fees upon the opening of Phase II during the fourth quarter of 2016. Repayment of Note B amounted to $79,809,000 as of September 30, 2017 .

NHI has a purchase option on the entire Timber Ridge property for the greater of fair market value or $115,000,000 during a purchase option window of 120 days that will contingently open in year five or upon earlier stabilization of the development, as defined.

Senior Living Communities

In connection with the acquisition in December 2014 of the properties leased to Senior Living, we provided a $15,000,000 revolving line of credit, the maturity of which mirrors the 15 -year term of the master lease. Borrowings are used to finance construction projects within the Senior Living portfolio, including building additional units. Up to $5,000,000 of the facility may be used to meet general working capital needs. Amounts outstanding under the facility, $604,000 at September 30, 2017 , bear interest at an annual rate equal to the prevailing 10 -year U.S. Treasury rate, 2.33% at September 30, 2017 , plus 6% .

In March 2016, we extended two mezzanine loans of up to $12,000,000 and $2,000,000 , respectively, to affiliates of Senior Living, to partially fund construction of a 186 -unit senior living campus on Daniel Island in South Carolina. The loans bear interest payable monthly at a 10% annual rate and mature in March 2021. The loans were fully drawn at September 30, 2017 , and provide NHI with a purchase option on the development upon its meeting certain operational metrics. The option is to remain open during the term of the loans, plus any extensions.

Our loans to Senior Living and its subsidiaries represent a variable interest as does our lease, which is considered to be analogous to a financing arrangement. Senior Living is structured to limit liability for potential claims for damages, is appropriately capitalized for that purpose and is considered a VIE.

Senior Living Management

On August 3, 2016, we entered into an agreement to furnish to our current tenant, Senior Living Management, Inc. (“SLM”), through its affiliates, loans of up to $24,500,000 to facilitate SLM’s acquisition of five senior housing facilities that it currently operates. The loans consist of two notes under a master credit agreement, include both a mortgage and a corporate loan, and bear interest at 8.25% with terms of five years, plus optional one and two -year extensions. NHI has a right of first refusal if SLM elects to sell the facilities. The loans were fully funded as of September 30, 2017 .

Our loans to SLM represent a variable interest as do our leases, which are analogous to financing arrangements. SLM is structured to limit liability for potential damage claims, is capitalized for that purpose and is considered a VIE.

Other Note Activity

In June 2017 Traditions of Minnesota paid off the undiscounted balance of $4,256,000 on its mortgage note outstanding to NHI. With the early payoff, we recognized interest income of $922,000 related to a prepayment penalty and the retirement of the remaining unamortized discount.

NOTE 4. OTHER ASSETS

Other assets consist of the following ( in thousands ):



	September 30, 2017		December 31, 2016
Accounts receivable and other assets	$	6,249	$	9,017
Regulatory escrows	8,208		8,208
Reserves for replacement, insurance and tax escrows	4,141		4,046
Marketable securities	—		11,745
	$	18,598	$	33,016

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Reserves for replacement, insurance and tax escrows include amounts required to be held on deposit in accordance with regulatory agreements governing our Fannie Mae and HUD mortgages.

NOTE 5. DEBT

Debt consists of the following ( in thousands ):



	September 30, 2017			December 31, 2016
Convertible senior notes - unsecured (net of discount of $3,637 and $4,717)	$	183,938		$	195,283
Revolving credit facility - unsecured	167,000			158,000
Bank term loan - unsecured	250,000			250,000
Private placement term loans - unsecured	400,000			400,000
HUD mortgage loans (net of discount of $1,423 and $1,487)	43,824			44,354
Fannie Mae term loans - secured, non-recourse	78,084			78,084
Unamortized loan costs	(11,554		)	(9,740		)
	$	1,111,292		$	1,115,981

Aggregate principal maturities of debt as of September 30, 2017 for each of the next five years and thereafter are as follows ( in thousands ):



Twelve months ended September 30,
2018	$	814
2019	842
2020	871
2021	188,475
2022	417,931
Thereafter	518,973
	1,127,906
Less: discount	(5,060		)
Less: unamortized loan costs	(11,554		)
	$	1,111,292

On August 3, 2017, we amended our unsecured $800,000,000 credit facility, originally scheduled to mature in June 2020, consolidating our three bank term loans into a single $250,000,000 term loan and providing for an extension of the maturity of the term loan and the $550,000,000 revolving credit facility to August 2022. The amended facility provides for floating interest on the term loan and revolver to be initially set at 30-day LIBOR plus 130 and 115 bps, respectively, based on current leverage metrics. Additional significant amendments to the facility include the refinement of the collateral pool, imposition of a 0% floor LIBOR base, movement from the payment of unused commitment fees to a facility fee of 20 basis points and the composition of creditors participating in our loan syndication. The employment of interest rate swaps to fix LIBOR on our bank term debt leaves only our revolving credit facility exposed to variable rate risk. Our swaps and the financial instruments to which they relate are described in the table below, under the caption “Interest Rate Swap Agreements.”

Our existing interest rate swap agreements collectively will continue through June 2020 to hedge against fluctuations in variable interest rates applicable to the $250,000,000 term loan. Some new hedge inefficiency will result from introducing to the debt instrument a LIBOR floor that is not present in the hedges. To better reflect earnings, in the first quarter of 2018 we expect to adopt the proposed ASU discussed in Note 12 to the condensed consolidated financial statements, below among whose provisions is expected to be the requirement to reflect the entire change in the fair value of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is presented.

At September 30, 2017 , we had $383,000,000 available to draw on the revolving portion of our credit facility. The unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. To date, these ratios, which are calculated quarterly, have been within the limits required by the credit facility agreements.

Pinnacle Bank is a participating member of our banking group. A member of NHI’s board of directors and chairman of our audit committee 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.

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Our unsecured private placement term loans are summarized below (in thousands) :



Amount		Inception	Maturity	Fixed Rate

$	125,000	January 2015	January 2023	3.99%
50,000		November 2015	November 2023	3.99%
75,000		September 2016	September 2024	3.93%
50,000		November 2015	November 2025	4.33%
100,000		January 2015	January 2027	4.51%
$	400,000

On August 8, 2017, we amended our private placement term loan agreements to largely conform those agreements with the amendment to our bank credit facility which was noted above.

In March 2015 we obtained $78,084,000 in Fannie Mae financing. The term debt financing consists of interest-only payments at an annual rate of 3.79% and a 10 -year maturity. The mortgages are non-recourse and secured by thirteen properties leased to Bickford. The notes are secured by facilities having a net book value of $108,573,000 at September 30, 2017 .

As of September 30, 2017 , we had outstanding $187,575,000 of 3.25% senior unsecured convertible notes due April 2021 (the “Notes”). Interest is payable April 1st and October 1st of each year. As adjusted for terms of the indenture, which, at inception in March 2014, initially called for a conversion rate and price of 13.93 shares and $71.81 , respectively, the Notes are convertible at a conversion rate of 14.20 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $70.42 per share for a total of 2,663,745 underlying shares. The conversion rate is subject to adjustment upon the occurrence of certain events, as defined in the indenture governing the Notes, but will not be adjusted for any accrued and unpaid interest except in limited circumstances. The conversion option is considered an “optional net-share settlement conversion feature,” meaning that upon conversion, NHI’s conversion obligation may be satisfied, at our option, in cash, shares of common stock or a combination of cash and shares of common stock. Because we have the ability and intent to settle the convertible securities in cash upon exercise, we use the treasury stock method to account for potential dilution. For the nine months ended September 30, 2017 , dilution resulting from the conversion option within our convertible debt is 186,545 shares. If NHI’s current share price increases above the adjusted $70.42 conversion price, further dilution will be attributable to the conversion feature. On September 30, 2017 , the value of the convertible debt, computed as if the debt were immediately eligible for conversion, exceeded its face amount by $18,306,000 .

The embedded conversion options (1) do not require net cash settlement, (2) are not conventionally convertible but can be classified in stockholders’ equity under Accounting Standards Codification (“ASC”) 815-40, and (3) are considered indexed to NHI’s own stock. Therefore, the conversion feature satisfies the conditions to qualify for an exception to the derivative liability rules, and the Notes are split into debt and equity components. The carrying value of the debt component is based upon the estimated fair value at the time of issuance of a similar debt instrument without the conversion feature and is now estimated to be approximately $181,503,000 .

The $6,072,000 difference between the contractual principal and the carrying value of the debt represents unamortized debt issuance costs and discount. The initial value allocated to the debt was recorded as the equity component, represented the estimated value of the conversion feature of the instrument at issuance, and was offset by a like amount recorded as the discount on the Notes, which is being amortized to interest expense over the estimated term of the Notes. The effective interest rate used to amortize the debt discount and the liability component of the debt issue costs was approximately 3.9% based on our estimated non-convertible borrowing rate at the date the Notes were issued.

The total cost of issuing the Notes was $6,063,000 , $275,000 of which was allocated to the equity component and $5,788,000 of which was allocated to the debt component and subject to amortization over the estimated term of the notes. The remaining unamortized balance at September 30, 2017 , was $2,435,000 .

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resulting in the recognition of losses on the note retirements for the three and nine months ended September 30, 2017 , of $495,000 and $591,000 , respectively, calculated as the excess of cash paid over the carrying value of that portion of the notes accounted for as debt. For the retirement of that portion of the outlay allocated to the fair value of the conversion feature, $1,744,000 was charged to additional paid-in capital during the nine months ended September 30, 2017 .

Our HUD mortgage loans are secured by ten properties leased to Bickford and having a net book value of $53,016,000 at September 30, 2017 . Nine mortgage notes require monthly payments of principal and interest from 4.3% to 4.4% (inclusive of mortgage insurance premium) and mature in August and October 2049. One additional HUD mortgage loan assumed in 2014 requires monthly payments of principal and interest of 2.9% (inclusive of mortgage insurance premium) and matures in October 2047. The loan has an outstanding principal balance of $8,962,000 and a net book value of $7,539,000 , which approximates fair value.

The following table summarizes interest expense ( in thousands ):



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Interest expense on debt at contractual rates	$	10,225		$	9,138		$	30,570		$	26,486
Losses reclassified from accumulated other
comprehensive income into interest expense	695			975			2,129			2,993
Ineffective portion of cash flow hedges	(350		)	(26		)	(350		)	113
Capitalized interest	(301		)	(144		)	(462		)	(460		)
Loss on bond retirement	495			—			591			—
Charges taken on restructuring credit facility	584			—			584			—
Amortization of debt issuance costs and debt discount	893			873			2,668			2,613
Total interest expense	$	12,241		$	10,816		$	35,730		$	31,745

Interest Rate Swap Agreements

Our existing interest rate swap agreements will collectively continue through June 2020 to hedge against fluctuations in variable interest rates applicable to our $250,000,000 bank term loan. The introduction to the debt instrument of a LIBOR floor not present in the hedges resulted in hedge inefficiency of approximately $350,000, which we credited to interest expense. During the next twelve months, approximately $1,546,000 of losses, which are included as a component of accumulated other comprehensive income, are projected to be reclassified into earnings. As of September 30, 2017 , we employ the following interest rate swap contracts to mitigate our interest rate risk on the $250,000,000 term loan ( dollars in thousands ):



Date Entered	Maturity Date	Fixed Rate	Rate Index	Notional Amount		Fair Value
May 2012	April 2019	2.84%	1-month LIBOR	$	40,000	$	15
June 2013	June 2020	3.41%	1-month LIBOR	$	80,000	$	(886	)
March 2014	June 2020	3.46%	1-month LIBOR	$	130,000	$	(1,606	)

See Note 10 for fair value disclosures about our variable and fixed rate debt and interest rate swap agreements.

NOTE 6. COMMITMENTS AND CONTINGENCIES

In the normal course of business, we enter into a variety of commitments, typical of which are those for the funding of revolving credit arrangements, construction and mezzanine loans to our operators to conduct expansions and acquisitions for their own account, and commitments for the funding of construction for expansion or renovation to our existing properties under lease. In our leasing operations we offer to our tenants and to sellers of newly-acquired properties a variety of inducements which 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. The tables below summarize our existing, known commitments and contingencies according to the nature of their impact on our leasehold or loan portfolios.

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	Asset Class	Type	Total		Funded			Remaining
Loan Commitments:
Life Care Services Note A	SHO	Construction	$	60,000,000	$	(52,448,000	)	$	7,552,000
Bickford Senior Living	SHO	Construction	28,000,000		(11,598,000		)	16,402,000
Senior Living Communities	SHO	Revolving Credit	15,000,000		(604,000		)	14,396,000
Senior Living Communities	SHO	Mezzanine	14,000,000		(14,000,000		)	—
			$	117,000,000	$	(78,650,000	)	$	38,350,000

See Note 3 for full details of our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees. We expect to fully fund the Life Care Services Note A during 2018. Funding of the promissory note commitments to Bickford is expected to transpire monthly throughout 2017.



	Asset Class	Type	Total		Funded			Remaining
Development Commitments:
Legend/The Ensign Group	SNF	Purchase	$	56,000,000	$	(14,000,000	)	$	42,000,000
Chancellor Health Care	SHO	Construction	650,000		(62,000		)	588,000
East Lake/Watermark Retirement	SHO	Renovation	10,000,000		(5,900,000		)	4,100,000
Santé Partners	SHO	Renovation	3,500,000		(2,621,000		)	879,000
Bickford Senior Living	SHO	Renovation	2,400,000		—			2,400,000
East Lake Capital Management	SHO	Renovation	400,000		—			400,000
Senior Living Communities	SHO	Renovation	6,830,000		—			6,830,000
Woodland Village	SHO	Renovation	350,000		(248,000		)	102,000
			$	80,130,000	$	(22,831,000	)	$	57,299,000

As discussed in Note 2, we remain obligated to purchase, from a developer, three new skilled nursing facilities in Texas for $42,000,000 which are leased to Legend and subleased to Ensign.



	Asset Class	Type	Total		Funded			Remaining
Contingencies:
Bickford / Sycamore	SHO	Lease Inducement	$	10,000,000	$	(2,000,000	)	$	8,000,000
East Lake Capital Management	SHO	Lease Inducement	8,000,000		—			8,000,000
Sycamore Street (Bickford affiliate)	SHO	Letter-of-credit	1,930,000		—			1,930,000
Ravn Senior Solutions	SHO	Lease Inducement	1,500,000		—			1,500,000
Prestige Care	SHO	Lease Inducement	1,000,000		—			1,000,000
The LaSalle Group	SHO	Lease Inducement	5,000,000		—			5,000,000
			$	27,430,000	$	(2,000,000	)	$	25,430,000

Contingent payments related to the five Bickford development properties constructed in 2016 and 2017 include a licensure incentive of $250,000 per property. Additionally, each property is subject to a three-tiered operator incentive schedule paying up to an additional $1,750,000 , based on the attainment of certain performance metrics. As funded, these payments are added to the lease base and amortized against rental income.

In connection with our July 2015 lease to East Lake of three senior housing properties, NHI has committed to certain lease inducement payments of $8,000,000 contingent on reaching and maintaining certain metrics, which have been assessed as not probable of payment and which we have not recorded on our balance sheets as of September 30, 2017 . We are unaware of circumstances that would change our initial assessment as to the contingent lease incentives. Not included in the above table is a seller earnout of $750,000 , which is recorded on our balance sheets within accounts payable and accrued expenses.

In February 2014 we entered into a commitment on a letter of credit for the benefit of Sycamore, an affiliate of Bickford, which previously held a minority interest in PropCo (see Note 2). At September 30, 2017 , our commitment on the letter of credit totaled $1,930,000 . As of September 30, 2017 , our direct support of Sycamore is limited to our guarantee on the letter of credit established for their benefit. Sycamore, as an affiliate company of Bickford, is structured to limit liability for potential claims for damages, is capitalized to achieve that purpose and is considered a VIE.

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See Note 2 for a description of lease inducements contingently payable to RSS, Prestige and LaSalle.

Litigation

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

NOTE 7. INVESTMENT AND OTHER GAINS

The following table summarizes our investment and other gains (in thousands) :



	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Gains on sales of real estate	$	—	$	—	$	50	$	4,582
Gains on sales of marketable securities	—		—		10,038		23,498
Gain on disposal of equity-method investee	—		1,657		—		1,657
	$	—	$	1,657	$	10,088	$	29,737

In January and February 2017, we recognized gains of $10,038,000 on sales totaling $11,718,000 of marketable securities with a carrying value of $11,745,000 and an adjusted cost of $1,680,000 at December 31, 2016. Total proceeds of $18,182,000 from marketable securities include settlements occurring in 2017 of $6,464,000 that resulted from sales in December 2016.

NOTE 8. STOCK-BASED COMPENSATION

We recognize stock-based compensation for all stock options granted over the requisite service period using the fair value of these grants as estimated at the date of grant using the Black-Scholes pricing model, and all restricted stock granted over the requisite service period using the market value of our publicly-traded common stock on the date of grant.

Stock-Based Compensation Plans

The Compensation Committee of the Board of Directors (“the Committee”) has the authority to select the participants to be granted options; to designate whether the option granted is an incentive stock option (“ISO”), a non-qualified option, or a stock appreciation right; to establish the number of shares of common stock that may be issued upon exercise of the option; to establish the vesting provision for any award; and to establish the term any award may be outstanding. The exercise price of any ISO’s granted will not be less than 100% of the fair market value of the shares of common stock on the date granted, and the term of an ISO may not be more than ten years. The exercise price of any non-qualified options granted will not be less than 100% of the fair market value of the shares of common stock on the date granted unless so determined by the Committee.

In May 2012, our stockholders approved the 2012 Stock Incentive Plan (“the 2012 Plan”) pursuant to which 1,500,000 shares of our common stock were made available to grant as stock-based payments to employees, officers, directors or consultants. Through a vote of our shareholders on May 7, 2015, we increased the maximum number of shares under the plan from 1,500,000 shares to 3,000,000 shares; increased the automatic annual grant to non-employee directors from 15,000 shares to 20,000 shares; and limited the Company’s ability to re-issue shares under the Plan. As of September 30, 2017 , there were 951,668 shares available for future grants under the 2012 Plan. The individual restricted stock and option grant awards vest over periods up to five years. The term of the options under the 2012 Plan is up to ten years from the date of grant.

In May 2005, our stockholders approved the NHI 2005 Stock Option Plan (“the 2005 Plan”) pursuant to which 1,500,000 shares of our common stock were made available to grant as stock-based payments to employees, officers, directors or consultants. The 2005 Plan has expired and no additional shares may be granted under the 2005 Plan. The individual restricted stock and option grant awards vest over periods up to ten years. The term of the options outstanding under the 2005 Plan is up to ten years from the date of grant.

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Compensation expense is recognized only for the awards that ultimately vest. Accordingly, forfeitures that were not expected will result in the reversal of previously recorded compensation expense. The compensation expense reported for the three months ended September 30, 2017 and 2016 was $405,000 and $251,000 , respectively, and is included in general and administrative expense in the Condensed Consolidated Statements of Income. For the nine months ended September 30, 2017 and 2016 , compensation expense included in general and administrative expense was $2,270,000 and $1,481,000 , respectively.

At September 30, 2017 , we had, net of expected forfeitures, $959,000 of unrecognized compensation cost related to unvested stock options which is expected to be expensed over the following periods: 2017 - $342,000 , 2018 - $552,000 and 2019 - $65,000 .

The weighted average fair value per share of options granted during the nine months ended September 30, 2017 and 2016 was $5.88 and $3.65 , 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:



	2017	2016
Dividend yield	5.3%	6.2%
Expected volatility	19.8%	19.1%
Expected lives	3.4 years	2.9 years
Risk-free interest rate	1.49%	0.91%

The following table summarizes our outstanding stock options:



	Nine Months Ended
	September 30,
	2017		2016
Options outstanding January 1,	541,679		741,676
Options granted under 2012 Plan	495,000		470,000
Options exercised under 2012 Plan	(155,829	)	(608,331	)
Options forfeited under 2012 Plan	(6,668	)	—
Options exercised under 2005 Plan	(15,000	)	(61,666	)
Options outstanding, September 30,	859,182		541,679

Exercisable at September 30,	465,831		188,331

NOTE 9. EARNINGS AND DIVIDENDS PER COMMON SHARE

The weighted average number of common shares outstanding during the reporting period is used to calculate basic earnings per common share. Diluted earnings per common share assume the exercise of stock options and the conversion of our convertible debt using the treasury stock method, to the extent dilutive. If our average stock price for the period increases over the conversion price of our convertible debt, the conversion feature will be considered dilutive.

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				Nine Months Ended
	September 30,				September 30,
	2017		2016		2017		2016
Net income attributable to common stockholders	$	39,092	$	33,032	$	121,566	$	110,352

BASIC:
Weighted average common shares outstanding	41,108,699		39,283,919		40,681,582		38,735,262

DILUTED:
Weighted average common shares outstanding	41,108,699		39,283,919		40,681,582		38,735,262
Stock options	74,769		93,437		69,210		49,248
Convertible subordinated debentures	264,795		274,544		186,545		91,515
Average dilutive common shares outstanding	41,448,263		39,651,900		40,937,337		38,876,025

Net income per common share - basic	$	.95	$	.84	$	2.99	$	2.85
Net income per common share - diluted	$	.94	$	.83	$	2.97	$	2.84

Incremental shares excluded since anti-dilutive:
Net share effect of stock options with an exercise price in excess of the average market price for our common shares	403		—		760		8,490
Regular dividends declared per common share	$	.95	$	.90	$	2.85	$	2.70

NOTE 10. FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial assets and liabilities measured at fair value (based on the hierarchy of the three levels of inputs described in Note 1 to the condensed consolidated financial statements contained in our most recent Annual Report on Form 10-K) on a recurring basis have included marketable securities, derivative financial instruments and contingent consideration arrangements. Marketable securities have consisted of common stock of other healthcare REITs. Derivative financial instruments include our interest rate swap agreements. Contingent consideration arrangements relate to certain provisions of recent real estate purchase agreements involving business combinations.

Marketable securities. We utilize quoted prices in active markets to measure equity securities; these items are classified as Level 1 in the hierarchy and include the common stock of other publicly held healthcare REITs.

Derivative financial instruments . Derivative financial instruments are valued in the market using discounted cash flow techniques. These techniques incorporate Level 1 and Level 2 inputs. The market inputs are utilized in the discounted cash flow calculation considering the instrument’s term, notional amount, discount rate and credit risk. Significant inputs to the derivative valuation model for interest rate swaps are observable in active markets and are classified as Level 2 in the hierarchy.

Contingent consideration. Contingent consideration arrangements are classified as Level 3 and are valued using unobservable inputs about the nature of the contingent arrangement and the counter-party to the arrangement, as well as our assumptions about the probability of full settlement of the contingency.

Assets and liabilities measured at fair value on a recurring basis are as follows (in thousands) :



		Fair Value Measurement
	Balance Sheet Classification	September 30, 2017		December 31, 2016
Level 1
Common stock of other healthcare REITs	Other assets	$	—	$	11,745

Level 2
Interest rate swap asset	Other assets	$	15	$	—
Interest rate swap liability	Accounts payable and accrued expenses	$	2,492	$	4,279

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Carrying values and fair values of financial instruments that are not carried at fair value at September 30, 2017 and December 31, 2016 in the Condensed Consolidated Balance Sheets are as follows ( in thousands ):



	Carrying Amount				Fair Value Measurement
	2017		2016		2017		2016
Level 2
Variable rate debt	$	411,292	$	404,828	$	417,000	$	408,000
Fixed rate debt	$	700,000	$	711,153	$	701,590	$	706,332

Level 3
Mortgage and other notes receivable	$	149,299	$	133,493	$	153,372	$	133,229

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

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, accounts receivable and accounts payable approximate fair value due to their short-term nature. The fair value of our borrowings under our revolving credit facility and other variable rate debt are reasonably estimated at their notional amounts at September 30, 2017 and December 31, 2016 , due to the predominance of floating interest rates, which generally reflect market conditions.

NOTE 11. SUBSEQUENT EVENT

Marathon/Village Concepts

On November 3, 2017, we committed up to $7,100,000 to fund the expansion of our independent living community in Chehalis, Washington leased to Marathon Development and Village Concepts Retirement Communities (“Marathon”). Upon funding, incurred amounts will be added to the lease base. As of November 7, 2017, no funding had occurred under the agreement.

NOTE 12. RECENT ACCOUNTING PRONOUNCEMENTS

In May 2014 the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers . ASU 2014-09 provides a principles-based approach for a broad range of revenue generating transactions, including the sale of real estate, which will generally require more estimates, judgment and disclosures than under current guidance. In August 2015 the FASB issued ASU 2015-14, which defers the effective date of ASU 2014-09. ASU 2014-09 is now effective for public entities for annual periods beginning after December 15, 2017, including interim periods therein.

The Company plans on adopting this standard using the modified retrospective method on January 1, 2018. The ASU provides for revenues from leases to continue to follow the guidance in Topics 840 and 842 (when adopted) and provides for loans to follow established guidance in Topic 310. Because this ASU specifically excludes these areas of our operations from its scope, we do not expect any impact to our accounting for lease revenue and interest income to result from the ASU. Additionally, the other significant types of contracts in which we engage, sales of real estate to customers, typically never remain executory across points in time. Because all performance obligations from these contracts would therefore fall within a single period, the timing of our revenue recognition from sales of real estate is not expected to be affected by the ASU. We have substantially completed our analysis of the ASU, whose eventual adoption is not expected to have a material impact on the timing and measurement of the Company’s income.

In February 2016 the FASB issued ASU 2016-02, Leases. Public companies will be required to apply ASU 2016-02 for all accounting periods beginning after December 15, 2018. Early adoption is permitted. All leases with lease terms greater than one year are subject to ASU 2016-02, including leases in place as of the adoption date. The principal difference of Topic 842 from previous guidance is that, for lessees, lease assets and lease liabilities arising from operating leases will be recognized in the balance sheet. While, the accounting applied by a lessor is largely unchanged from that applied under previous GAAP, significant changes to lessor accounting have been made in order to align i) certain lessor and lessee accounting guidance, and ii) key aspects of the lessor accounting model with the revenue recognition guidance in Topic 606 Revenue from Contracts with Customers , which will be effective for NHI prior to our adoption of Topic 842. Management believes changes from the alignment of lessor/lessee accounting and changes to conform with Topic 606 will present the most significant impact to NHI in our reporting of financial position and the results of operations. The Company will continue to evaluate the impact on our consolidated financial statements.

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Consistent with present standards, NHI will continue to account for lease revenue on a straight-line basis for most leases. Also consistent with NHI’s current practice, under ASU 2016-02 only initial direct costs that are incremental to the lessor will be capitalized. We are in the initial stages of evaluating the extent of the effects, if any, that adopting the provisions of ASU 2016-12 in 2019 will have on NHI.

In June 2016 the FASB issued ASU 2016-13, Financial Instruments - Credit Losses . ASU 2016-13 will require more timely recognition of credit losses associated with financial assets. While current GAAP includes multiple credit impairment objectives for instruments, the previous objectives generally delayed recognition of the full amount of credit losses until the loss was probable of occurring. The amendments in ASU 2016-13, whose scope is asset-based and not restricted to financial institutions, eliminate the probable initial recognition threshold in current GAAP and, instead, reflect an entity’s current estimate of all expected credit losses. Previously, when credit losses were measured under GAAP, we generally only considered past events and current conditions in measuring the incurred loss. The amendments in ASU 2016-13 broaden the information that we must consider in developing our expected credit loss estimate for assets measured either collectively or individually. The use of forecasted information incorporates more timely information in the estimate of expected credit loss that will be more useful to users of the financial statements. ASU 2016-13 is effective for public entities for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Because we are likely to continue to invest in loans and generate receivables, adoption of ASU 2016-13 in 2020 will have some effect on our accounting for these investments, though the nature of those effects will depend on the composition of our loan portfolio at that time; accordingly, we are in the initial stages of evaluating the extent of the effects, if any, that adopting the provisions of ASU 2016-13 in 2020 will have on NHI.

In November 2016 the FASB issued ASU 2016-18, Restricted Cash . ASU 2016-18 will require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents, generally by requiring the inclusion of restricted cash and restricted cash equivalents with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments in this ASU do not provide a definition of restricted cash or restricted cash equivalents. ASU 2016-18 is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods. The adoption of ASU 2016-18 is not expected to have a material effect on our consolidated financial statements.

In January 2017 the FASB issued ASU 2017-01, Clarifying the Definition of a Business . ASU 2017-01 narrowed the definition of a business in evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. Under the current implementation guidance in Topic 805, there are three elements of a business-inputs, processes, and outputs. Currently the definition of outputs contributes to broad interpretations of the definition of a business. Additionally, the standard provides that when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not a business. For purposes of this test, land and buildings can be combined along with the intangible assets for any in-place leases. For most of NHI’s acquisitions of investment property, this screen would be met and, therefore, not meet the definition of a business. ASU 2017-01 is effective for public entities for fiscal years beginning after December 15, 2017, including interim periods. Early application of this standard is generally allowed for acquisitions acquired after the standard was issued but before the acquisition has been reflected in financial statements. We adopted the provisions of ASU 2017-01 in the first quarter of 2017. The adoption of ASU 2017-01 did not have a material effect on our consolidated financial statements. Our acquisitions in 2017 were accounted for as asset acquisitions.

In August 2017 the Financial Accounting Standards Board issued ASU 2017-12, Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , which is available for early adoption in any interim period after issuance of the update, or alternatively requires adoption for fiscal years beginning after December 15, 2018. The purpose of this updated guidance is to better align a company’s financial reporting for hedging activities with the economic objectives of those activities. The transition method is a modified retrospective approach that will require the Company to recognize the cumulative effect of initially applying the ASU as an adjustment to accumulated other comprehensive income with a corresponding adjustment to the opening balance of retained earnings as of the beginning of the fiscal year that an entity adopts the update. The primary provision in the ASU that will require an adjustment to beginning retained earnings is the change in timing and income statement line item for ineffectiveness related to cash flow and net investment hedges. As a result of the transition guidance provided in the ASU, cumulative ineffectiveness that has previously been recognized on cash flow and net investment hedges that are still outstanding and designated as of the date of adoption, will be adjusted and removed from beginning retained earnings and placed in accumulated other comprehensive income. While the Company continues to assess all potential impacts of the standard, we currently expect adoption to have an immaterial impact on our consolidated financial statements.

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

Forward Looking Statements

References throughout this document to NHI or the Company include National Health Investors, Inc., and its consolidated subsidiaries. In accordance with the Securities and Exchange Commission’s “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.

This Quarterly Report on Form 10-Q and other materials we have filed or may file with the Securities and Exchange Commission, 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,” “believes,” “anticipates,” “expects,” “intends,” “estimates,” “plans,” and other similar expressions, are forward-looking statements.

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


*	We depend on the operating success of our tenants and borrowers for collection of our lease and note payments;


*	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 our tenants and borrowers may become subject to bankruptcy or insolvency proceedings;


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


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


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


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


*	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;


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


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


*	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;


*	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;


*	We depend on revenues derived mainly from fixed rate investments in real estate assets, while a portion of our debt capital used to finance those investments bear interest at variable rates. This circumstance creates interest rate risk to the Company;

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


*	We depend on the ability to continue to qualify for taxation as a real estate investment trust;


*	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;


*	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;


*	If our efforts to maintain the privacy and security of Company information are not successful, we could incur substantial costs and reputational damage, and could become subject to litigation and enforcement actions.

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, 2016 , and “Business” and “Risk Factors” under Item 1 and Item 1A therein for a further discussion of these and of various governmental regulations and other operating factors relating to the healthcare industry and the risk factors inherent in them. You should carefully consider these risks before making any investment decisions in the Company. These risks and uncertainties are not the only ones facing the Company. There may be additional risks that we do not presently know of and/or that we currently deem immaterial. If any of the risks actually occur, our business, financial condition, results of operations, or cash flows could be materially adversely affected. In that case, the trading price of our shares of stock could decline and you may lose part or all of your investment. Given these risks and uncertainties, we can give no assurance that these forward-looking statements will, in fact, occur and, therefore, caution investors not to place undue reliance on them.

Executive Overview

National Health Investors, Inc., established in 1991 as a Maryland corporation, is a self-managed real estate investment trust (“REIT”) specializing in sale-leaseback, joint-venture, mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments. Our portfolio consists of real estate investments in independent living facilities, assisted living facilities, entrance-fee communities, senior living campuses, skilled nursing facilities, specialty hospitals and medical office buildings. Other investments have included mortgages and other notes, marketable securities, and a joint venture structured to comply with the provisions of the REIT Investment Diversification Empowerment Act of 2007 (“RIDEA”). Through a RIDEA joint venture, we have invested in facility operations managed by independent third-parties. We fund our real estate investments primarily through: (1) operating cash flow, (2) debt offerings, including bank lines of credit and term debt, both unsecured and secured, and (3) the sale of equity securities.

Portfolio

At September 30, 2017 , we had investments in real estate and mortgage and other notes receivable involving 216 facilities located in 32 states. These investments involve 139 senior housing properties, 72 skilled nursing facilities, 3 hospitals, 2 medical office buildings and other notes receivable. These investments (excluding our corporate office of $1,298,000 ) consisted of properties with an original cost of approximately $2,619,622,000 , rented under triple-net leases to 29 lessees, and $149,299,000 aggregate net carrying value of mortgage and other notes receivable due from 11 borrowers.

Our investments in real estate are located within the United States and our investments in mortgage loans are secured by real estate located within the United States. We are managed as one unit for internal reporting and decision making. Therefore, our reporting reflects our financial position and operations as a single segment.

We classify all of the properties in our 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.)

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

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

Medical Facilities within our portfolio primarily receive payment from Medicare, Medicaid and health insurance. These properties include skilled nursing facilities (“SNF”), medical office buildings (“MOB”) and hospitals 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.

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The following tables summarize our investments in real estate and mortgage and other notes receivable as of September 30, 2017 (dollars in thousands) :



Real Estate Properties			Properties	Beds/Sq. Ft.*		Revenue		%		Investment
	Senior Housing - Need-Driven
		Assisted Living	85	4,160		$	51,967	25.1	%	$	757,220
		Senior Living Campus	10	1,323		12,157		5.9	%	162,007
		Total Senior Housing - Need-Driven	95	5,483		64,124		31.0	%	919,227
	Senior Housing - Discretionary
		Independent Living	29	3,212		34,520		16.6	%	512,322
		Entrance-Fee Communities	10	2,363		37,780		18.2	%	597,576
		Total Senior Housing - Discretionary	39	5,575		72,300		34.8	%	1,109,898
		Total Senior Housing	134	11,058		136,424		65.8	%	2,029,125
	Medical Facilities
		Skilled Nursing Facilities	68	8,813		54,103		26.1	%	524,040
		Hospitals	3	181		5,799		2.8	%	55,971
		Medical Office Buildings	2	88,517	*	751		0.3	%	10,486
		Total Medical Facilities	73			60,653		29.2	%	590,497
		Total Real Estate Properties	207			$	197,077	95.0	%	$	2,619,622

Mortgage and Other Notes Receivable
	Senior Housing - Need-Driven		4	252		$	1,210	0.6	%	$	31,501
	Senior Housing - Discretionary		1	400		4,045		2.0	%	66,300
	Medical Facilities		4	270		1,644		0.8	%	7,914
	Other Notes Receivable		—	—		3,226		1.6	%	43,584
		Total Mortgage and Other Notes Receivable	9	922		10,125		5.0	%	149,299
		Total Portfolio	216			$	207,202	100.0	%	$	2,768,921



Portfolio Summary			Properties	Beds/Sq. Ft.*		Revenue		%		Investment
	Real Estate Properties		207			$	197,077	95.0	%	$	2,619,622
	Mortgage and Other Notes Receivable		9			10,125		5.0	%	149,299
		Total Portfolio	216			$	207,202	100.0	%	$	2,768,921

Summary of Facilities by Type
	Senior Housing - Need-Driven
		Assisted Living	89	4,412		$	53,177	25.7	%	$	788,721
		Senior Living Campus	10	1,323		12,157		5.9	%	162,007
		Total Senior Housing - Need-Driven	99	5,735		65,334		31.6	%	950,728
	Senior Housing - Discretionary
		Entrance-Fee Communities	11	2,763		41,825		20.2	%	663,876
		Independent Living	29	3,212		34,520		16.6	%	512,322
		Total Senior Housing - Discretionary	40	5,975		76,345		36.8	%	1,176,198
		Total Senior Housing	139	11,710		141,679		68.4	%	2,126,926
	Medical Facilities
		Skilled Nursing Facilities	72	9,083		55,747		26.9	%	531,953
		Hospitals	3	181		5,799		2.8	%	55,971
		Medical Office Buildings	2	88,517	*	751		0.3	%	10,487
		Total Medical	77			62,297		30.0	%	598,411
	Other		—			3,226		1.6	%	43,584
		Total Portfolio	216			$	207,202	100.0	%	$	2,768,921

Portfolio by Operator Type
	Public		54			$	37,054	17.9	%	$	260,617
	National Chain (Privately-Owned)		28			35,089		16.9	%	531,042
	Regional		128			130,359		62.9	%	1,936,247
	Small		6			4,700		2.3	%	41,015
		Total Portfolio	216			$	207,202	100.0	%	$	2,768,921

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For the nine months ended September 30, 2017 , operators of facilities which provided more than 3% of our total revenues were (in alphabetical order): Bickford Senior Living; Chancellor Health Care; East Lake Capital Management; The Ensign Group; Health Services Management; Holiday Retirement; National HealthCare Corp; and Senior Living Communities.

As of September 30, 2017 , our average effective annualized rental income was $8,189 per bed for skilled nursing facilities, $12,252 per unit for senior living campuses, $17,188 per unit for assisted living facilities, $14,330 per unit for independent living facilities, $21,317 per unit for entrance fee communities, $42,722 per bed for hospitals, and $11 per square foot for medical office buildings.

Areas of Focus

We are evaluating and will potentially make additional investments during the remainder of 2017 while we continue to monitor and improve our existing properties. We seek tenants who will become mission-oriented partners in relationships where our business goals are aligned. This approach fuels steady, and thus, enduring growth for those partners and for NHI. Within the context of our growth model, we rely on a cost-effective access to debt and equity capital to finance acquisitions that will drive our earnings. There is significant competition for healthcare assets from other REITs, both public and private, and from private equity sources. Large-scale portfolios continue to command premium pricing, due to the continued abundance of private and foreign buyers seeking to invest in healthcare real estate. This combination of circumstances places a premium on our ability to execute acquisitions and negotiate leases that will generate meaningful earnings growth for our shareholders. We emphasize growth with our existing tenants and borrowers as a way to insulate us from other competition.

With lower capitalization rates for existing healthcare facilities, there has been increased interest in constructing new facilities in hopes of generating better returns on invested capital. Using our relationship-driven model, we continue to look for opportunities to support new and existing tenants and borrowers with the capital needed to expand existing facilities and to initiate ground-up development of new facilities. We concentrate our efforts in those markets where there is both a demonstrated demand for a particular product type and where we perceive we have a competitive advantage. The projects we agree to finance have attractive upside potential and are expected to provide above-average returns to our shareholders to mitigate the risks inherent with property development and construction.

On December 16, 2016, the Federal Open Market Committee of the Federal Reserve announced an increase in its benchmark federal funds rate by 25 basis points. On March 15, 2017, a second 25-basis point rate increase was announced. Consensus has developed that a further rate increase is still likely for the remainder of 2017, according to Committee guidance. The anticipation of past and further increases in the federal funds rate in the coming year has been a primary source of much volatility in REIT equity markets. As a result, there will be pressure on the spread between our cost of capital and the returns we earn. We expect that pressure to be partially mitigated by market forces that would tend to result in higher capitalization rates for healthcare assets and higher lease rates indicative of historical levels. Our cost of capital has increased over the past year as we transition some of our short term revolving borrowings into debt instruments with longer maturities and fixed interest rates. Managing long-term risk involves trade-offs with the competing alternative goal of maximizing short-term profitability. Our intention is to strike an appropriate balance between these competing interests within the context of our investor profile. As interest rates rise, our share price may decline as investors adjust prices to reflect a dividend yield that is sufficiently in excess of a risk free rate.

For the nine months ended September 30, 2017 , approximately 27% of our revenue from continuing operations was derived from operators of our skilled nursing facilities that receive a significant portion of their revenue from governmental payors, primarily Medicare and Medicaid. Such revenues are subject annually to statutory and regulatory changes and in recent years have been reduced due to federal and state budgetary pressures. Over the past five years, we have selectively diversified our portfolio by directing a significant portion of our investments into properties which do not rely primarily on Medicare and Medicaid reimbursement, but rather on private pay sources (assisted living and memory care facilities, senior living campuses, independent living facilities and entrance-fee communities). We will occasionally acquire skilled nursing facilities in good physical condition with a proven operator and strong local market fundamentals, because diversification implies a periodic rebalancing, but our recent investment focus has been on acquiring need-driven and discretionary senior housing assets.

Considering individual tenant lease revenue as a percentage of total revenue, an affiliate of Holiday Retirement is our largest independent living tenant, Bickford Senior Living is our largest assisted living tenant, National HealthCare Corporation is our largest skilled nursing tenant and Senior Living Communities is our largest entrance-fee community tenant. Our shift toward private payor facilities, as well as our expansion into the discretionary senior housing market, has further resulted in a portfolio whose current composition is relatively balanced between medical facilities, need-driven and discretionary senior housing.

We manage our business with a goal of increasing the regular annual dividends paid to shareholders. Our Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Our transactions that

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are infrequent and non-recurring that generate additional taxable income have been distributed to shareholders in the form of special dividends. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statements purposes determined in accordance with U.S. generally accepted accounting principles. Our goal of increasing annual dividends requires a careful balance between identification of high-quality lease and mortgage assets in which to invest and the cost of our capital with which to fund such investments. We consider the competing interests of short and long-term debt (interest rates, maturities and other terms) versus the higher cost of new equity. 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 capital will generate sufficient returns to our shareholders.

Our projected dividends for the current year and actual dividends for the last two years are as follows:



2017 ¹		2016		2015
$	3.80	$	3.60	$	3.40

¹ Based on $.95 per common share for the three quarters of 2017, annualized

Our investments in healthcare real estate have been partially accomplished by our ability to effectively leverage our balance sheet. However, we continue to maintain a relatively low-leverage balance sheet compared with many in our peer group. 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 this gives us a competitive advantage when accessing debt markets.

We calculate our fixed charge coverage ratio as approximately 6.4x for the nine months ended September 30, 2017 (see our discussion of Adjusted EBITDA and a reconciliation to our net income on page 50). On an annualized basis, our consolidated net debt-to Adjusted EBITDA ratio is approximately 4.0x for the nine months ended September 30, 2017 (in thousands) :



Consolidated Total Debt	$	1,111,292
Less: cash and cash equivalents	(3,926		)
Consolidated Net Debt	$	1,107,366

Adjusted EBITDA	$	68,624
Annualizing Adjustment	205,872
Annualized impact of recent investments	—
	$	274,496

Consolidated Net Debt to Adjusted EBITDA	4.0		x

According to the Administration on Aging (“AoA”) of the US Department of Health and Human Services, in 2014, the latest year for which data is available, 46.2 million people (or 14.5% of the population) were age 65 or older in the United States. Census estimates showed that, by 2040, those 65 or older are expected to comprise 21.7% of the population.

Census estimates show that close to half of those currently age 65 will reach age 84 or older. As Transgenerationalaging.org notes , “The fastest-growing segment of the total population is the oldest old - those 80 and over. Their growth rate is twice that of those 65 and over and almost 4-times that for the total population. In the United States, this group now represents 10% of the older population and will more than triple from 5.7 million in 2010 to over 19 million by 2050.” If the growth rate holds steady, from 5.7 million in 2010, the “oldest old” will comprise close to 12 million in the US by 2030.

Per the AoA, in 2013 the median value of homes owned by older persons was $150,000 (with a median purchase price of $63,900) compared to a median home value of $160,000 for all homeowners. Of the 26.8 million households headed by older persons in 2013, 81% were homeowners, about 65% of whom owned their homes free and clear. Home ownership provides the elderly with the freedom to choose their lifestyles.

Equipped with the basics of financial security, many will be economically able to enter the market for senior housing. These strong demographic trends provide the context for continued growth in senior housing in 2017 and the years ahead. We plan to

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fund any new real estate and mortgage investments during the remainder of 2017 using our liquid assets and debt financing. Should the weight of additional debt resulting from new acquisitions suggest the need to rebalance our capital structure, we would then expect to access the capital markets through an ATM or other equity offerings. Our disciplined investment strategy implemented through measured increments of debt and equity sets the stage for annual dividend growth, continued low leverage, a portfolio of diversified, high-quality assets, and business relationships with experienced operators whom we make our priority, continue to be the key drivers of our business plan.

Critical Accounting Policies

See our most recent Annual Report on Form 10-K for a discussion of critical accounting policies including those concerning revenue recognition, our status as a REIT, principles of consolidation, evaluation of impairments and allocation of property acquisition costs.

Significant Operators

As discussed in Note 2 to the condensed consolidated financial statements, we have four operators from whom we individually derive at least 10% of our rental income as follows ( dollars in thousands ):



				Rental Income
		Investment		Nine Months Ended September 30,						Lease
	Asset Class	Amount		2017			2016			Renewal
Holiday Retirement	ILF	$	493,378	$	32,863	17%	$	32,863	19%	2031
Senior Living Communities	EFC	546,843		34,293		18%	29,566		17%	2029
National HealthCare Corporation	SNF	171,297		28,149		14%	28,357		17%	2026
Bickford Senior Living	ALF	414,685		30,170		15%	21,999		13%	Various
All others	Various	993,419		71,602		36%	58,589		34%	Various
		$	2,619,622	$	197,077		$	171,374

Due to a combination of longer initial lease terms and generous escalators, straight line rent constituted a significant component of rental income recognized from the Holiday and Senior Living leases, whose communities we acquired in December 2013 and 2014, respectively. Straight-line rent of $5,547,000 and $6,724,000 was recognized from the Holiday lease for the nine months ended September 30, 2017 and 2016 , respectively. Straight-line rent of $5,238,000 and $5,386,000 was recognized from the Senior Living lease for the nine months ended September 30, 2017 and 2016 , respectively. From the Bickford leases, straight-line rent of $3,416,000 and $482,000 was recognized for the nine months ended September 30, 2017 and 2016 , respectively. The increase in straight-line rent from Bickford reflects the extension of leases in the second quarter of 2017. For NHC, rent escalations are based on a percentage increase in revenue over a base year and do not give rise to material non-cash, straight-line rental income.

RIDEA

On September 30, 2016, NHI and Sycamore Street, LLC (“Sycamore”), an affiliate of Bickford Senior Living (“Bickford”) entered into a definitive agreement terminating our joint venture consisting of the ownership and operation of 35 properties and converting Bickford’s participation to a triple-net tenancy with assumption of existing leases and terms. Through September 30, 2016, NHI owned an 85% equity interest and Sycamore owned a 15% equity interest in our consolidated subsidiary (“PropCo”) which owned 35 assisted living/memory care facilities including three newly-opened facilities, plus two facilities in development. The facilities were leased to an operating company (“OpCo”), in which NHI previously held a non-controlling 85% ownership interest. The facilities are managed by Bickford. The joint venture was structured to comply with the provisions of RIDEA. With the unwinding, NHI shareholders have become the 100% beneficiaries of our rental operations with Bickford, and we no longer share pro rata in OpCo’s results of operations.

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Investment Highlights

Since January 1, 2017 , we have made or announced the following real estate and note investments ($ in thousands) :



	Date	Properties	Asset Class	Amount
Lease Investments
Ravn Senior Solutions	February 2017	2	SHO	$	16,100
Prestige Care	March 2017	1	SHO	26,200
The LaSalle Group	March 2017	5	SHO	61,865
The Ensign Group	March 2017	1	SNF	15,096
Bickford Senior Living	June 2017	1	SHO	10,400
Acadia Healthcare	July 2017	1	HOSP	4,840
Marathon/Village Concepts	October 2017	1	SHO	7,100

Note Investments
Bickford Senior Living	January 2017	1	SHO	14,000
Evolve Senior Living	August 2017	1	SHO	10,000
				$	165,601

Ravn Senior Solutions

On February 21, 2017, we acquired two assisted living/memory-care facilities totaling 86 units in Hendersonville, North Carolina, for $16,100,000 in cash, inclusive of $100,000 in closing costs and the funding of $207,000 in specified capital improvements. We leased the facilities to Ravn Senior Solutions (“RSS”) for an initial lease term of 15 years plus renewal options. The initial annual lease rate is 7.35% , subject to fixed annual escalators. Additionally, the master lease conveys to NHI an option to purchase a third facility currently operated by RSS upon attainment of stabilization, as defined, at a specified capitalization rate based on the resulting metrics. The acquisition was accounted for as an asset purchase.

In addition, we have committed to RSS certain earnout payments contingent on reaching and maintaining certain performance metrics. As earned, the earnout payments, totaling $1,500,000 , would be due in installments of up to $1,000,000 for performance measured as of December 31, 2018, with any subsequently earned cumulative unpaid amounts to be measured and due as earned for the periods ending December 31, 2019 and/or 2020. Upon funding, contingent payments earned will be added to the lease base.

Prestige

The LaSalle Group

On March 16, 2017, we acquired five memory care communities totaling 223 units in Texas and Illinois for $61,800,000 in cash plus closing costs of $65,000 . We leased the facilities to The LaSalle Group (“LaSalle”) for an initial lease term of 15 years . The lease provides for an initial annual lease rate of 7% plus annual escalators of 3.5% in years two through three and 2.5% thereafter. The acquisition was accounted for as an asset purchase.

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In addition, we have committed to LaSalle certain earnout payments contingent on reaching and maintaining certain performance metrics. As earned, the earnout payments, totaling $5,000,000 , would be due in installments of up to $2,500,000 for performance measured as of December 31, 2018, with any subsequently earned cumulative unpaid amounts to be measured and due as earned for the trailing periods ending December 31, 2019 and/or 2020. Upon funding, contingent payments earned will be added to the lease base.

The Ensign Group

On March 24, 2017, we acquired from a developer a 126 -bed skilled nursing facility in New Braunfels, Texas for a cash investment of $13,846,000 plus $1,250,000 contributed by the lessee, The Ensign Group (“Ensign”). The facility will be included under our existing master lease for the remaining lease term of 14 years plus renewal options. The initial lease rate is set at 8.35% subject to annual escalators based on prevailing inflation rates. The acquisition was accounted for as an asset purchase.

Bickford

In April and August 2017, Bickford opened the last two of the five-facility development project announced in 2015. Newly-constructed facilities have an annual lease rate of 9% at completion, after six months of free rent. NHI has a right to future Bickford acquisitions, development projects and refinancing transactions.

On January 17, 2017, we extended a construction loan facility of up to $14,000,000 to Bickford to develop and operate an assisted living/memory care community in Michigan. The total amount funded as of September 30, 2017 was $2,895,000 . In accordance with provisions governing the unwinding of our joint venture with Bickford, the loan bears 9% annual interest and is subject to a five year maturity. NHI has a purchase option on the properties at stabilization, whereby rent will be set with a floor of 9.55%, based on NHI’s total investment. The facility is projected to open near the end of the first quarter of 2018.

Effective May 1, 2017, NHI and Bickford announced a new amended and restated master lease covering 20 Bickford properties. Under terms of the new master lease, the base term for these properties will now extend to May 2031. Additionally, effective June 28, 2017, the leases of thirteen properties acquired in June 2013 and initially set for expiration in June 2018 have been renewed and extended through June 2023. As of September 30, 2017 , our Bickford lease portfolio consists of 43 facilities.

For 2017 our Bickford portfolio includes three master leases structured as following (in thousands) :



	Lease Expiration
	Sept / Oct 2019			June 2023		May 2031		Total
Number of Properties	10			13		20		43
2017 Contractual Rent	$	8,994		$	10,809	$	16,691	$	36,494
Straight Line Rent Adjustment	(347		)	226		4,885		4,764
Total Revenues	$	8,647		$	11,035	$	21,576	$	41,258

In September 2017, we transitioned the lease of a 126-unit assisted living portfolio from our then tenant as the result of material noncompliance with lease terms. On September 30, 2017, we entered with Bickford into a 10-year lease, beginning October 1, 2017. The agreement provides for initial annual lease payments of $1,500,000 with a 4% escalator in effect for years two through four and 3% thereafter. Additionally, the lease provides a purchase option which opens immediately and is co-terminus with the lease. The option will be exercisable for the greater of $21,400,000 or at a capitalization rate of 8.5% on the forward 12-month

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rental at the time of exercise.The former lease provided for a contractual payment of $2,237,000 in 2016. Including the additional lease, Bickford’s contractual rent in 2018 will be second largest among our customer base.

Acadia

In July 2017 in a sale-leaseback transaction, we acquired a 10-acre parcel of land (“Property”) for a cash price of $4,840,000. The Property was conveyed to NHI by a subsidiary of our tenant, Acadia Healthcare Company (“Acadia”), who is the lessee of NHI’s TrustPoint Hospital in Murfreesboro, Tennessee, which is situated on adjacent land. Our ground lease with Acadia covers a ten-year period and bears an initial rate of 7%, subject to escalation after the third year. Additionally, the lease confers a purchase option on the property, on which Acadia intends to construct a sister facility. The option opens in 2020, extends through June 2023, and is to be exercisable at our original purchase price. In connection with the ground lease, the window of Acadia’s existing purchase option on the TrustPoint Hospital facility was postponed from 2018 to 2020 and coincides with the option window on the Property.

Evolve

On August 7, 2017, we extended a first mortgage loan of $10,000,000 to Evolve Senior Living (“Evolve”) to fund the purchase of a 40 unit memory care facility in New Hampshire. The loan provides for annual interest of 8% and a maturity of five years plus renewal terms at the option of the borrower. NHI has the option to purchase the facility at fair market value after year two of the loan.

Other Portfolio Activity

Our leases 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 5-year renewal options. As such, there may be reporting periods in which we experience few, if any, lease renewals or expirations. During the nine months ended September 30, 2017 , except as noted above, we did not have any renewing or expiring leases.

Most of our existing leases contain annual escalators in rent payments. For financial statement purposes, rental income is recognized on a straight-line basis over the term of the lease. Certain of our operators hold purchase options allowing them to acquire properties they currently lease from NHI. For options open or coming open in 2017, we are engaged in negotiations to continue as lessor or in some other capacity.

HSM Lease Extension

Effective as of May 1, 2017, we amended and extended our lease with Health Services Management (“HSM”) covering six skilled nursing facilities in Florida. The amended lease calls for $9,800,000 in first year cash rent, plus fixed annual escalators over a 12-year term. The new agreement replaced the lease set to expire September 30, 2017, which provided for a total cash rent of $7,241,000 in 2016.

Senior Living Communities

On August 25, 2017, we committed to fund up to $6,830,000 in upgrades covering identified needs within the nine-facility independent living operated by Senior Living Communities (“Senior Living”). Amounts funded will be added to the lease base. No funding had occurred under the agreement as of September 30, 2017.

Marathon/Village Concepts

On October 15, 2017, we committed up to $7,100,000 to fund the expansion of our independent living community in Chehalis, Washington leased to Marathon Development and Village Concepts Retirement Communities (“Marathon”). Upon funding, incurred amounts will be added to the lease base. As of October 30, 2017, no funding had occurred under the agreement.

Tenant Non-Compliance

In October 2017, we issued a letter of forbearance to one of our tenants for a default on our lease terms involving coverage and arrearages to certain vendors. Rent to the Company was current as of September 30, 2017. For the nine months ended September 30, 2017, lease revenues from the tenant and its affiliates comprise less than 4% of our rental income, and the related straight-line rent receivable was approximately $3,200,000 at September 30, 2017. We continue to work with the tenant to resolve these defaults.

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Real Estate and Mortgage Write-downs

Our borrowers and tenants experience periods of significant financial pressures and difficulties similar to other health care providers. Governments at both the federal and state levels have enacted legislation to lower, or at least slow, the growth in payments to health care providers. Furthermore, the cost of professional liability insurance has increased significantly during this same period. Since inception, a number of our facility operators and mortgage loan borrowers have undergone bankruptcy. Others have been forced to surrender properties to us in lieu of foreclosure or, for certain periods, have failed to make timely payments on their obligations to us. We believe that the carrying amounts of our real estate properties are recoverable and that mortgage notes receivable are realizable and supported by the value of the underlying collateral. However, it is possible that future events could require us to make significant adjustments to these carrying amounts.

Potential Effects of Medicare Reimbursement

Our tenants who operate skilled nursing facilities receive a significant portion of their revenues from governmental payors, primarily Medicare (federal) and Medicaid (states). Changes in reimbursement rates and limits on the scope of services reimbursed to skilled nursing facilities could have a material impact on the operators’ liquidity and financial condition. The Centers for Medicare & Medicaid Services (“CMS”) released a final rule outlining a 1.6% increase in their Medicare reimbursement for fiscal 2017 beginning on October 1, 2016. On April 27, 2017, CMS released an Advance Notice of Proposed Rulemaking which outlined a 1% market basket increase for fiscal 2018. We currently estimate that our borrowers and lessees will be able to withstand this nominal Medicare increase due to their credit quality, profitability and their debt or lease coverage ratios, although no assurances can be given as to what the ultimate effect that similar Medicare increases on an annual basis would have on each of our borrowers and lessees. According to industry studies, state Medicaid funding is not expected to keep pace with inflation. Federal legislative policies have been adopted and continue to be proposed that would reduce Medicare and/or Medicaid payments to skilled nursing facilities. Accordingly, for the near-term, we are treating as cautionary the Federal Government’s recent re-commitment, after debating a ‘chained CPI’ indexing, to fully index Social Security to inflation. In this cautious approach, any near-term acquisitions of skilled nursing facilities are planned on a selective basis, with emphasis on operator quality and newer construction.

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Results of Operations

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



	Three Months Ended
	September 30,					Period Change
	2017		2016			$				%
Revenues:
Rental income
8 EFCs and 1 SLC leased to Senior Living Communities	$	9,685	$	8,060		$	1,625			20.2	%
ALFs leased to Bickford Senior Living	9,298		8,044			1,254				15.6	%
ALFs leased to The LaSalle Group	1,082		—			1,082				NM
ALFs leased to Chancellor Health Care	1,887		1,158			729				63.0	%
SNFs leased to Health Services Management	2,450		1,797			653				36.3	%
ALFs leased to Gracewood Senior Living ¹	1,141		559			582			—	104.1	%
2 ALFs and 3 SNFs leased to Prestige Senior Living	1,416		934			482				51.6	%
SNFs leased to Ensign Group	4,837		4,438			399				9.0	%
ILFs leased to an affiliate of Holiday Retirement	9,105		8,713			392				4.5	%
Other new and existing leases	20,352		19,569			783				4.0	%
	61,253		53,272			7,981				15.0	%
Straight-line rent adjustments, new and existing leases	6,951		6,000			951				15.9	%
Total Rental Income	68,204		59,272			8,932				15.1	%
Interest income from mortgage and other notes
SLM mortgage, mezzanine, and construction loans	512		176			336				NM
Bickford construction loans	220		25			195				NM
Evolve Senior Living mortgage	126		—			126				NM
Timber Ridge mortgage and construction loans	1,261		2,385			(1,124		)		(47.1	)%
SNF mortgages with American Healthcare ²	178		291			(113		)		(38.8	)%
Traditions of Owatonna mortgage note	—		96			(96		)		NM
Other new and existing mortgages	748		696			52				7.5	%
Total Interest Income from Mortgage and Other Notes	3,045		3,669			(624		)		(17.0	)%
Investment income and other	103		310			(207		)		(66.8	)%
Total Revenue	71,352		63,251			8,101				12.8	%
Expenses:
Depreciation
ALFs leased to The LaSalle Group	474		—			474				NM
8 EFCs and 1 SLC leased to Senior Living Communities	3,580		3,132			448				14.3	%
ALFs operated by Bickford Senior Living	3,051		2,649			402				15.2	%
SNFs leased to Ensign Group	1,435		1,320			115				8.7	%
Other new and existing assets	8,483		8,139			344				4.2	%
Total Depreciation	17,023		15,240			1,783				11.7	%
Interest, including amortization of debt issuance costs and discounts	12,241		10,816			1,425				13.2	%
Payroll and related compensation expenses	1,320		1,055			265				25.1	%
Non-cash stock-based compensation expense	405		251			154				61.4	%
Loan and realty losses	—		1,131			(1,131		)		NM
Other expenses	1,271		1,290			(19		)		(1.5	)%
	32,260		29,783			2,477				8.3	%
Income before equity-method investee, TRS tax benefit, investment and
other gains and noncontrolling interest	39,092		33,468			5,624				16.8	%
Loss from equity-method investee	—		(754		)	754				NM
Income tax expense attributable to taxable REIT subsidiary	—		(933		)	933				NM
Investment and other gains	—		1,657			(1,657		)		NM
Net income	39,092		33,438			5,654				16.9	%
Less: net income attributable to noncontrolling interest	—		(406		)	406				NM
Net income attributable to common stockholders	$	39,092	$	33,032		$	6,060			18.3	%

NM - not meaningful
¹ Includes $570,000 in rent collected in arrearage
² Two mortgages paid off in November 2016

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Financial highlights of the quarter ended September 30, 2017 , compared to the same quarter of 2016 were as follows:

•

Rental income increased $8,932,000 , or 15.1% , primarily as a result of new investments funded in 2016 and 2017. The increase in rental income included a $951,000 increase in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators that are determinable at lease inception. Future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.

•

Interest income from mortgage and other notes decreased $624,000 , primarily due to the continued repayment of our $94,500,000 construction loan to Timber Ridge. The principal repayments began in October 2016, and we expect full repayment during 2017. Repayments amounted to $79,809,000 as of September 30, 2017 . The decrease in interest income was partially offset by interest income received on development loans to Bickford Senior Living and Senior Living Management.


•	Depreciation expense increased $1,783,000 primarily due to new real estate investments completed since the third quarter of 2016.


•	Interest expense, including amortization of debt discount and issuance costs, increased $1,425,000 primarily as a result of an increase in 30-day LIBOR, which is the benchmark for our revolving debt, and the refinancing of $75,000,000 in September 2016 to an 8-year note with annual interest at 3.93%.


•	Payroll and related compensation expenses increased $265,000 due primarily to the addition of new corporate employees and the expense of certain incentive bonuses.


•	Non-cash stock-based compensation expense increased $154,000 when compared to the prior year due to a higher estimated fair value for current year option grants based on the Black-Scholes pricing model.


•	Loan and realty losses of $1,131,000 for the quarter ended September 30, 2016 relate to the non-cash write-off of straight-line rent receivable resulting from material non-compliance with lease terms in connection with a 126-unit portfolio, which, as of October 1, 2017, NHI has transitioned to another tenant.


•	Investment and other gains for the quarter ended September 30, 2016 includes $1,657,000 recorded as a gain on the sale of our 85% non-controlling interest in OpCo.

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



	Nine Months Ended
	September 30,					Period Change
	2017		2016			$				%
Revenues:
Rental income
ALFs operated by Bickford Senior Living	$	26,754	$	21,517		$	5,237			24.3	%
7 EFCs and 1 SLC leased to Senior Living Communities	29,055		24,180			4,875				20.2	%
SNFs leased to Ensign Group	14,188		12,215			1,973				16.2	%
ALFs leased to The LaSalle Group	2,355		—			2,355				NM
ALFs leased to Chancellor Health Care	5,633		3,461			2,172				62.8	%
1 ALF, 2 SLCs and 2 EFCs leased to East Lake Capital Management	6,960		4,882			2,078				42.6	%
ILFs leased to an affiliate of Holiday Retirement	27,315		26,139			1,176				4.5	%
SNFs leased to Health Services Management	6,551		5,391			1,160			—	21.5	%
2 ALFs and 3 SNFs leased to Prestige Senior Living	3,877		2,779			1,098			—	39.5	%
Other new and existing leases	55,433		54,227			1,206				2.2	%
	178,121		154,791			23,330				15.1	%
Straight-line rent adjustments, new and existing leases	18,956		16,583			2,373				14.3	%
Total Rental Income	197,077		171,374			25,703				15.0	%
Interest income from mortgage and other notes
SLM mortgage, mezzanine, and construction loans	1,495		180			1,315				NM
Traditions of Owatonna mortgage note ¹	1,104		288			816				NM
Senior Living Communities construction and mezzanine loans	1,197		681			516				75.8	%
Bickford construction loans	466		25			441				NM
Evolve Senior Living mortgage	126		—			126				NM
Timber Ridge mortgage and construction loans	4,045		6,231			(2,186		)		(35.1	)%
Other new and existing mortgages	1,692		2,731			(1,039		)		(38.0	)%
Total Interest Income from Mortgage and Other Notes	10,125		10,136			(11		)		(0.1	)%
Investment income and other	374		1,963			(1,589		)		(80.9	)%
Total Revenue	207,576		183,473			24,103				13.1	%
Expenses:
Depreciation
ALFs operated by Bickford Senior Living	8,777		6,939			1,838				26.5	%
7 EFCs and 1 SLC leased to Senior Living Communities	10,748		9,397			1,351				14.4	%
SNFs leased to Ensign Group	4,230		3,166			1,064				33.6	%
ALFs leased to The LaSalle Group	903		—			903				NM
ALFs leased to Chancellor Health Care	1,828		1,158			670				57.9	%
1 ALF, 2 SLCs and 2 EFCs leased to East Lake Capital Management	2,346		1,740			606				34.8	%
Other new and existing assets	21,174		21,268			(94		)		(0.4	)%
Total Depreciation	50,006		43,668			6,338				14.5	%
Interest expense and amortization of debt issuance costs and discounts	35,730		31,745			3,985				12.6	%
Payroll and related compensation expenses	4,406		3,060			1,346				44.0	%
Compliance, consulting and professional fees	1,868		2,124			(256		)		(12.1	)%
Non-cash stock-based compensation expense	2,270		1,481			789				53.3	%
Loan and realty losses	—		15,856			(15,856		)		NM
Other expenses	1,818		1,785			33				1.8	%
	96,098		99,719			(3,621		)		(3.6	)%
Income before equity-method investee, TRS tax benefit, investment and other gains and noncontrolling interest
other gains and noncontrolling interest	111,478		83,754			27,724				33.1	%
Loss from equity-method investee	—		(1,214		)	1,214				NM
Income tax expense attributable to taxable REIT subsidiary	—		(749		)	749				NM
Investment and other gains	10,088		29,737			(19,649		)		(66.1	)%
Net income	121,566		111,528			10,038				9.0	%
Less: Net income attributable to noncontrolling interest	—		(1,176		)	1,176				NM
Net income attributable to common stockholders	$	121,566	$	110,352		$	11,214			10.2	%

NM - not meaningful
¹ Includes unamortized note discount recognized upon note payoff

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Financial highlights of the nine months ended September 30, 2017 , compared to the same period in 2016 were as follows:

•

Rental income increased $25,703,000 , or 15.0% , primarily as a result of new investments funded in 2016 and 2017. The increase in rental income included a $2,373,000 increase in straight-line rent adjustments. Generally accepted accounting principles require rental income to be recognized on a straight-line basis over the term of the lease to give effect to scheduled rent escalators that are determinable at lease inception. Generally, future increases in rental income depend on our ability to make new investments which meet our underwriting criteria.

•

Interest income from mortgage and other notes decreased $11,000 , due to a combination of the continued repayment of our construction loan to Timber Ridge, interest income received on development loans to Bickford Senior Living and Senior Living Management and the recognition of an unamortized note discount related to a mortgage note which was paid in full during the second quarter. We expect total interest income from our loan portfolio to decrease as repayments of our $94,500,000 construction loan to Timber Ridge began in October 2016, and we expect full repayment during 2018. Repayments amounted to $79,809,000 as of September 30, 2017 .


•	Depreciation expense increased $6,338,000 primarily due to new real estate investments completed since the third quarter of 2016.


•	Interest expense, including amortization of debt discount and issuance costs, increased $3,985,000 primarily as a result of an increase in 30-day LIBOR, which is the benchmark for our revolving debt, and the refinancing of $75,000,000 in September 2016 to an 8-year note with annual interest at 3.93%.


•	Payroll and related compensation expenses increased $1,346,000 due primarily to the addition of new corporate employees and the expense of certain incentive bonuses.

•

Investment and other gains for the nine months ended September 30, 2017 includes $10,038,000 from the sale of marketable securities. Investment and other gains includes $23,498,000 for the nine months ended September 30, 2016 from the sale of marketable securities, $2,805,000 from the sale of two Texas skilled nursing facilities in May 2016, $1,654,000 from the sale of an Idaho skilled nursing facility in March 2016, $123,000 from the sale of a vacant land parcel in Alabama and $1,657,000 recorded as a gain on the sale of our 85% non-controlling interest in OpCo.

•

Loan and realty losses of $15,856,000 for the nine months ended September 30, 2016 relate to non-cash transactional write-offs involving the acquisition of eight skilled nursing facilities from Legend and transition of a total of 15 SNF leases to Ensign in the second quarter of 2016, and the non-cash write-off of straight-line rent receivable during the third quarter of 2016 resulting from a tenant’s material non-compliance with our lease terms which, as of October 1, 2017, NHI has transitioned to another tenant.

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Liquidity and Capital Resources

Sources and Uses of Funds

Our primary sources of cash include rent payments, 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 term 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, dividend distributions to our shareholders and general corporate overhead.

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



	Nine Months Ended September 30,						One Year Change
	2017			2016			$			%
Cash and cash equivalents at beginning of period	$	4,832		$	13,286		$	(8,454	)	(63.6	)%
Net cash provided by operating activities	145,960			129,316			16,644			12.9	%
Net cash used in investing activities	(144,838		)	(300,166		)	155,328			(51.7	)%
Net cash provided by (used in) financing activities	(2,028		)	161,761			(163,789		)	(101.3	)%
Cash and cash equivalents at end of period	$	3,926		$	4,197		$	(271	)	(6.5	)%

Operating Activities – Net cash provided by operating activities for the nine months ended September 30, 2017 increased as compared to 2016 primarily as a result of the collection of lease payments on new real estate investments since September 2016 .

Investing Activities – Net cash used in investing activities for the nine months ended September 30, 2017 was comprised primarily of $193,495,000 of investments in real estate and notes which were partially offset by the collection of principal on mortgage and other notes receivable and sales of marketable securities. In 2016 real estate acquisitions required the expenditure of $288,965,000, consisting primarily of a 5-property portfolio acquired from Bickford, the extensive reconfiguration of our SNF holdings in Texas in the Ensign acquisition, and a $66,000,000 investment in two entrance fee continuing care retirement communities (“CCRCs”) in Connecticut. In 2016, we further invested, net of collections, an additional $59,061,000 in mortgage and other notes receivable. Offsetting this outlay were receipts of $27,723,000 from facility sales in the Ensign reconfiguration and proceeds from sales of marketable securities of $56,449,000.

Financing Activities – The change in net cash related to financing activities for the nine months ended September 30, 2017 compared to the same period in 2016 is primarily the result of $122,198,000 in proceeds from stock issuances and net borrowings of $9,000,000 on our revolving credit facility. These capital sources were partially offset by (1) dividends paid to stockholders which increased $11,146,000 over the same period in 2016 due to share count and a per share dividend increase of 5.6% and (2) $14,312,000 used to complete a targeted repurchase of some of our outstanding convertible notes.

Liquidity

At September 30, 2017 , our liquidity was strong, with $386,926,000 available in cash and borrowing capacity on our revolving credit facility.

Our ATM program, discussed below, represents an additional source of liquidity. Traditionally, debt financing and cash resulting from operating and financing activities, which are derived from proceeds of lease and mortgage collections, loan payoffs and the recovery of previous write-downs, have been used to satisfy our operational and investing needs and to provide a return to our shareholders. Those operational and investing needs reflect the resources necessary to maintain and cultivate our funding sources and have generally fallen into three categories: debt service, REIT operating expenses, and new real estate investments.

On August 3, 2017, we amended our unsecured $800,000,000 credit facility, scheduled to mature in June 2020, consolidated our three bank term loans into a single $250,000,000 term loan and extended the maturity of the term loan and $550,000,000 revolving credit facility to August 2022. The facility provides for floating interest on the term loan and revolver to be initially set at 30-day LIBOR plus 130 and 115 bps, respectively, based on current leverage metrics. Additional significant amendments to the facility include the refinement of the collateral pool, imposition of a 0% floor LIBOR base, movement from the payment of unused commitment fees to a facility fee of 20 basis points and the composition of creditors participating in our loan syndication. The employment of interest rate swaps for our fixed term debt leaves only our revolving credit facility exposed to variable rate risk. Our swaps and the financial instruments to which they relate are described in the table below, under the caption “Interest Rate Swap Agreements.” On August 8, 2017, we amended our private placement term loan agreements to largely conform those agreements with our bank credit facility.

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Concurrent with the amendments to our credit facility and with the exception of specific debt-coverage ratios, covenants pertaining to our private placement term loans were generally conformed with those governing the credit facility. We generally accounted for these transactions and related fees as modifications of the debt, recording $3,806,000 in fees to creditors, $478,000 in third party fees and wrote off $407,000 of unamortized debt issuance costs pertaining to members of the lending syndicate whose roles in the amended facility had been reduced or eliminated.

Upon the expiration of the existing hedges in 2019 and 2020, we anticipate entry into new hedging relationships to cover the remaining life of our variable-rate term debt under the facility. As of September 30, 2017, we employ the following interest rate swap contracts to mitigate our interest rate risk on the $250,000,000 term loan ( dollars in thousands ):



Date Entered	Maturity Date	Fixed Rate	Rate Index	Notional Amount		Fair Value
May 2012	April 2019	2.84%	1-month LIBOR	$	40,000	$	15
June 2013	June 2020	3.41%	1-month LIBOR	$	80,000	$	(886	)
March 2014	June 2020	3.46%	1-month LIBOR	$	130,000	$	(1,606	)

For instruments that are designated and qualify as cash flow hedges, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income (“OCI”), and reclassified into earnings in the same period, or periods, during which the hedged transaction affects earnings. Gains and losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in earnings. After a period of immaterial hedge ineffectiveness before the reconfiguration of our credit facility, the introduction to the $250,000,000 term loan of a LIBOR floor not present in the hedges resulted in hedge inefficiency of approximately $350,000, which we credited to interest expense. In the first quarter of 2018, we intend to adopt ASU 2017-12 Derivatives and Hedging: Targeted Improvements to Accounting for Hedging Activities , among whose provisions is a change in the timing and income statement line item for ineffectiveness related to cash flow hedges. In the fourth quarter of 2017, if the Federal Reserve Board should again announce an increase in the benchmark federal funds rate, we may see further ineffectiveness of a similar magnitude to that experienced in the third quarter. Upon adoption of the ASU, a better alignment of the Company’s financial reporting for hedging activities with the economic objectives of those activities should result.

NHI was subject to a third quarter adjustment of approximately $350,000, reflecting the hedging mismatch caused by the inclusion of a 0% LIBOR floor in calculating the applicable floating interest rate of our new credit facility. Subsequent adjustments to the fair value of the hedge, due to hedge inefficiency prior to our intended adoption of ASU 2017-12 in the first quarter of 2018, are anticipated to be of a smaller magnitude. Conversely, large swings in interest rates in the fourth quarter, and prior to our adoption of the new ASU, could potentially trigger large adjustments flowing through our income statement during that quarter. We expect to replace our existing hedges upon their expiration in 2020.

At September 30, 2017 , we had $383,000,000 available to draw on the revolving portion of our credit facility. The unsecured credit facility requires that we maintain certain financial ratios within limits set by our creditors. To date, these ratios, which are calculated quarterly, have been within the limits required by the credit facility agreements.

We began liquidating our position in LTC Properties, Inc. (“LTC”) common stock in the fourth quarter of 2015, realizing cumulative total proceeds of $91,136,000 through December 31, 2016. In January and February of 2017, we sold our remaining 250,000 shares, realizing further net proceeds of $11,718,000 from these sales. A taxable gain of approximately $10,038,000 resulted from the 2017 sales and is expected to be adequately offset by depreciation and other deductions in the calculation of our REIT taxable income, making these proceeds available for deployment. Total proceeds of $18,182,000 from marketable securities include settlements occurring in 2017 of $6,464,000 that resulted from sales in December 2016.

In March 2017, we accessed our at-the market (“ATM”) equity program. With an average price for shares sold of $72.31, we issued 1,123,184 common shares resulting in net proceeds of $79,722,000, which we used to pay down our revolving credit facility. In August and September we sold an additional 536,861 shares at an average price of $80.20, for net proceeds of $42,426,000, which we will use to maintain our leverage ratios within historical boundaries.

We intend to use future proceeds from the ATM program for general corporate purposes, which may include future acquisitions and repayment of indebtedness, including borrowings under our credit facility. The ATM offerings were made pursuant to a prospectus dated February 22, 2017, which constitutes a part of NHI’s effective shelf registration statement that was previously filed with the Securities and Exchange Commission.

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We used proceeds from our ATM in combination with sales of LTC common stock to rebalance our leverage in response to our first quarter acquisitions. We continue to explore various other funding sources including bank term loans, convertible debt, traditional equity placement, unsecured bonds and senior notes, debt private placement and secured government agency financing. We view our ATM program as an effective way to match-fund our smaller acquisitions by exercising control over the timing and size of transactions and achieving a more favorable cost of capital as compared to larger follow-on offerings.

We expect that borrowings on our revolving credit facility and our ATM program will allow us to continue to make real estate investments during the coming year. However, we anticipate that our historically low cost of debt capital will rise in the near to mid-term, as the federal government continues its upward transitioning of the federal funds rate. In response to the changed interest-rate environment, we may find it advisable within the coming year to acquire a public credit rating as a tool for managing our interest costs.

During the nine months ended September 30, 2017, we undertook targeted open-market repurchases of certain of the convertible notes. Payments of cash negotiated in the transactions were dependent on prevailing market conditions, our liquidity requirements, contractual restrictions, individual circumstances of the selling parties and other factors. The total balance of notes repurchased and retired through September 30, 2017, net of unamortized original issue discount and associated issuance costs, was $12,003,000, resulting in the recognition of losses on the note retirements for the three and nine months ended September 30, 2017, of $495,000 and $590,000, respectively, calculated as the excess of cash paid over the carrying value of that portion of the notes accounted for as debt. For the retirement of that portion of the outlay allocated to the fair value of the conversion feature, $1,744,000 was charged to additional paid-in capital during the nine months ended September 30, 2017.

Generally, the targeted noteholders have been and will continue to be large institutional investors who may also hold a position in our common stock. The focus on “sophisticated investors,” will likely restrict the extent of the program to only a portion of our noteholders. Beginning with favorable market conditions, the circumstances enumerated above outline when, from time to time, we might expect to find the climate favorable for us to negotiate a fair price with these stakeholders. We expect to extend the targeted repurchase program to allow willing sellers the opportunity to participate, though we anticipate that the continuity of the buy-backs will likely be affected by quarterly and event-specific blackout periods, if any. Critical to our ability to prolong the targeted repurchase program is the necessity that we continue to be in compliance with all restrictive covenants embodied in our institutional debt. Should we be successful in negotiating further buy-backs of our notes, we expect each transaction to stand on its own merits as either an open-market or privately negotiated transaction.

We intend to comply with REIT dividend requirements that we distribute at least 90% of our annual taxable income for the years ending December 2017 and thereafter. Dividends declared for the fourth quarter of each fiscal year are paid by the end of the following January and are, with some exceptions, treated for tax purposes as having been paid in the fiscal year just ended as provided in IRS Code Sec. 857(b)(8). We declare special dividends when we compute our REIT taxable income in an amount that exceeds our regular dividends for the fiscal year.

Off Balance Sheet Arrangements

We currently have no outstanding guarantees. For additional information on our letter of credit with Sycamore, an affiliate of Bickford, see our discussion in this section under Contractual Obligations and Contingent Liabilities below. As described in Note 1 to the condensed consolidated financial statements, our loans and leases with certain entities represent variable interests in those enterprises. However, because we do not control these entities, nor do we have any role in their day-to-day management, we are not their primary beneficiary. Except as discussed below under Contractual Obligations and Contingent Liabilities, we have no further material obligations arising from our transactions with these entities, and we believe our maximum exposure to loss at September 30, 2017 , due to these off-balance sheet items, would be limited to our contractual commitments and contingent liabilities and the amount of our current investments with them, as detailed further in Notes 3 and 6 to the condensed consolidated financial statements.

In March 2014 we issued $200,000,000 of convertible notes, the conversion feature being intended to broaden the Company’s credit profile and as a means to obtain a more favorable coupon rate. For this feature we calculate the dilutive effect using market prices prevailing over the reporting period. Because the dilution calculation is market-driven, and per share guidance we provide is based on diluted amounts, the theoretical effects of the conversion feature result in per share unpredictability.

Additional disclosure requirements also give widely ranging results depending on market price variability. The notes will be freely convertible in the last six months of their contractual life, beginning in the fourth quarter of 2020; however, generally accepted accounting principles require us to periodically report the amount by which the notes’ convertible value exceeds their principal amount, without regard to the current availability of the conversion feature. Further, the mechanics of the calculation

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require the use of an end-of-period stock price, so that using that amount for notes outstanding of $187,575,000 at September 30, 2017 , delivers an excess of $18,306,000 , whereas the use of another price point would give a different result.

The conversion feature is generally available to the noteholders entering the last six months of the notes’ term but may also become actionable if the market price of NHI’s common stock should, for 20 of 30 consecutive trading days within a calendar quarter, sustain a level in excess of 130% of the adjusted conversion price, or $91.35 per share down from $93.55 per share, initially. The notes are “optional net-share settlement” instruments, meaning that NHI has the ability and intent to settle the principal amount of the indebtedness in cash, with possible dilutive share issuances for any excess, at NHI’s option. Settlement of the notes will require management to allocate the consideration we ultimately pay between the debt component and the equity conversion feature as though they were separate instruments. The allocation is effected by valuing the debt component first, with any remainder allocated to the conversion feature. Amounts expended to settle the notes will be recognized first as a settlement of the notes at par and then will be recognized in income to the extent the portion allocated to the debt instrument differs from par value. The remainder of the allocation, if any, will be treated as settlement of equity and adjusted through our paid in capital account.

Contractual Obligations and Contingent Liabilities

For our contractual obligations as of December 31, 2016, see our Management’s Discussion and Analysis contained in our Form 10-K for the year ended December 31, 2016.

Commitments and Contingencies

The following tables summarize information related to our outstanding commitments and contingencies, since January 1, 2017, which are more fully described in the notes to the condensed consolidated financial statements.



	Asset Class	Type	Total		Funded			Remaining
Loan Commitments:
Life Care Services Note A	SHO	Construction	$	60,000,000	$	(52,448,000	)	$	7,552,000
Bickford Senior Living	SHO	Construction	28,000,000		(11,598,000		)	16,402,000
Senior Living Communities	SHO	Revolving Credit	29,000,000		(14,604,000		)	14,396,000
			$	117,000,000	$	(78,650,000	)	$	38,350,000

See Note 3 to the condensed consolidated financial statements for full details of our loan commitments. As provided above, loans funded do not include the effects of discounts or commitment fees. We expect to fully fund the Life Care Services Note A during 2017. Funding of the promissory note commitment to Bickford is expected to continue monthly through 2018.



	Asset Class	Type	Total		Funded			Remaining
Development Commitments:
Legend/The Ensign Group	SNF	Purchase	$	56,000,000	$	(14,000,000	)	$	42,000,000
Chancellor Health Care	SHO	Construction	650,000		(62,000		)	588,000
East Lake/Watermark Retirement	SHO	Renovation	10,000,000		(5,900,000		)	4,100,000
Santé Partners	SHO	Renovation	3,500,000		(2,621,000		)	879,000
Bickford Senior Living	SHO	Renovation	2,400,000		—			2,400,000
East Lake Capital Management	SHO	Renovation	400,000		—			400,000
Senior Living Communities	SHO	Renovation	6,830,000		—			6,830,000
Woodland Village	SHO	Renovation	7,450,000		(248,000		)	7,202,000
			$	87,230,000	$	(22,831,000	)	$	64,399,000

We remain obligated to purchase, from a developer, three new skilled nursing facilities in Texas for $42,000,000 which are leased to Legend and subleased to Ensign.

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	Asset Class	Type	Total		Funded			Remaining
Contingencies:
Bickford / Sycamore	SHO	Lease Inducement	$	10,000,000	$	(2,000,000	)	$	8,000,000
East Lake Capital Management	SHO	Lease Inducement	8,000,000		—			8,000,000
Sycamore Street (Bickford affiliate)	SHO	Letter-of-credit	1,930,000		—			1,930,000
Ravn Senior Solutions	SHO	Lease Inducement	1,500,000		—			1,500,000
Prestige Care	SHO	Lease Inducement	1,000,000		—			1,000,000
The LaSalle Group	SHO	Lease Inducement	5,000,000		—			5,000,000
			$	27,430,000	$	(2,000,000	)	$	25,430,000

Contingent payments related to the five Bickford development properties constructed in 2016 and 2017 include a licensure incentive of $250,000 per property. Additionally, each property is subject to a three-tiered operator incentive schedule paying up to an additional $1,750,000, based on the attainment of certain performance metrics. As funded, these payments are added to the lease base and amortized against rental income.

In connection with our July 2015 lease to East Lake of three senior housing properties, NHI has committed to certain lease inducement payments of $8,000,000 contingent on reaching and maintaining certain metrics. We are unaware of circumstances that would change our initial assessment as to the contingent lease incentives. Not included in the above table is a seller earnout of $750,000 , which is recorded on our condensed consolidated balance sheet within accounts payable and accrued expenses.

See Note 2 to the condensed consolidated financial statements for a description of contingent lease inducements available to Ravn, LaSalle and Prestige.

Litigation

FFO, AFFO & FAD

These supplemental operating performance measures may not be comparable to similarly titled measures used by other REITs. Consequently, our Funds From Operations (“FFO”), Normalized FFO, Normalized Adjusted Funds From Operations (“AFFO”) 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 operating performance measures, caution should be exercised when comparing our Company’s FFO, Normalized FFO, Normalized AFFO and Normalized FAD to that of other REITs. These financial performance measures do not represent cash generated from operating activities in accordance with generally accepted accounting principles (“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 operating 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 nine months ended September 30, 2017 increased $0.37 ( 9.7% ) over the same period in 2016 . FFO increased primarily as the result of our new real estate investments since September 2016 and $10,038,000 of gains recognized on the sale of marketable securities. FFO, as defined by the National Association of Real Estate Investment Trusts (“NAREIT”) and applied by us, is net income (computed in accordance with GAAP), excluding gains (or losses) from sales of real estate property, plus real estate depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures, if any. The Company’s computation of FFO may not be comparable to FFO reported by other REITs that do not define

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the term in accordance with the current NAREIT definition or have a different interpretation of the current NAREIT definition from that of the Company; therefore, caution should be exercised when comparing our Company’s FFO to that of other REITs. Diluted FFO assumes the exercise of stock options and other potentially dilutive securities.

Our normalized FFO per diluted common share for the nine months ended September 30, 2017 increased $0.34 ( 9.4% ) over the same period in 2016 . Normalized FFO increased primarily as the result of our new real estate investments since September 2016 . 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 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.

Adjusted Funds From Operations - AFFO

Our normalized AFFO per diluted common share for the nine months ended September 30, 2017 increased $0.30 ( 9.3% ) over the same period in 2016 due primarily to the impact of real estate investments completed since September 2016 . In addition to the adjustments included in the calculation of normalized FFO, normalized AFFO excludes the impact of any straight-line rent revenue, amortization of the original issue discount on our convertible senior notes and amortization of debt issuance costs.

Normalized AFFO is an important supplemental measure of operating performance for a REIT. GAAP requires a lessor to recognize contractual lease payments into income on a straight-line basis over the expected term of the lease. This straight-line adjustment has the effect of reporting lease income that is significantly more or less than the contractual cash flows received pursuant to the terms of the lease agreement. GAAP also requires the original issue discount of our convertible senior notes and debt issuance costs to be amortized as non-cash adjustments to earnings. Normalized AFFO is useful to our investors as it reflects the growth inherent in the contractual lease payments of our real estate portfolio.

Funds Available for Distribution - FAD

Our normalized FAD for the nine months ended September 30, 2017 increased $19,679,000 ( 15.4% ) over the same period in 2016 , due primarily to the impact of real estate investments completed since September 2016 . In addition to the adjustments included in the calculation of normalized AFFO, normalized FAD excludes the impact of non-cash stock based compensation. Normalized FAD is an important supplemental measure of operating performance for a REIT as a useful indicator of the ability to distribute dividends to shareholders.

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



	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2017			2016			2017			2016
Net income attributable to common stockholders	$	39,092		$	33,032		$	121,566		$	110,352
Elimination of certain non-cash items in net income:
Depreciation	17,023			15,240			50,006			43,668
Depreciation related to noncontrolling interest	—			(312		)	—			(927		)
Net gain on sales of real estate	—			—			(50		)	(4,582		)
NAREIT FFO attributable to common stockholders	56,115			47,960			171,522			148,511
Gain on sale of marketable securities	—			—			(10,038		)	(23,498		)
Gain on sale of equity-method investee	—			(1,657		)	—			(1,657		)
Write-off of deferred tax asset	—			1,192			—			1,192
Loss on debt extinguishment	495			—			591			—
Debt issuance costs written-off due to credit facility modifications	407			—			407			—
Ineffective portion of cash flow hedges	(350		)	—			(350		)	—
Non-cash write-off of straight-line rent receivable	—			1,131			—			9,456
Write-off of lease intangible	—			—			—			6,400
Revenue recognized due to early lease termination	—			—			—			(303		)
Recognition of note discount and early payment penalty	—			—			(922		)	—
Normalized FFO attributable to common stockholders	56,667			48,626			161,210			140,101
Straight-line lease revenue, net	(6,951		)	(6,000		)	(18,956		)	(16,583		)
Straight-line lease revenue, net, related to noncontrolling interest	—			15			—			(4		)
Amortization of lease incentives	69			—			69			—
Amortization of original issue discount	259			288			840			855
Amortization of debt issuance costs	635			586			1,828			1,759
Amortization of debt issuance costs related to noncontrolling interest	—			(9		)	—			(27		)
Normalized AFFO attributable to common stockholders	50,679			43,506			144,991			126,101
Non-cash stock-based compensation	405			251			2,270			1,481
Normalized FAD attributable to common stockholders	$	51,084		$	43,757		$	147,261		$	127,582


BASIC
Weighted average common shares outstanding	41,108,699			39,283,919			40,681,582			38,735,262
NAREIT FFO per common share	$	1.37		$	1.22		$	4.22		$	3.83
Normalized FFO per common share	$	1.38		$	1.24		$	3.96		$	3.62
Normalized AFFO per common share	$	1.23		$	1.11		$	3.56		$	3.26

DILUTED
Weighted average common shares outstanding	41,448,263			39,651,900			40,937,337			38,876,025
NAREIT FFO per common share	$	1.35		$	1.21		$	4.19		$	3.82
Normalized FFO per common share	$	1.37		$	1.23		$	3.94		$	3.60
Normalized AFFO per common share	$	1.22		$	1.10		$	3.54		$	3.24

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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, including amounts in discontinued operations, excluding real estate asset impairments and gains on dispositions and certain items which, due to their infrequent or unpredictable nature, may create some difficulty in comparing Adjusted EBITDA for the current period to similar prior periods, and may 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. 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:



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2017		2016			2017			2016
Net income	$	39,092	$	33,438		$	121,566		$	111,528
Interest expense	12,241		10,816			35,730			31,745
Franchise, excise and other taxes	268		271			802			826
Income tax of taxable REIT subsidiary	—		933			—			749
Depreciation	17,023		15,240			50,006			43,668
Net gain on sales of real estate	—		—			(50		)	(4,582		)
Gain on sale of marketable securities	—		—			(10,038		)	(23,498		)
Gain on sale of equity-method investee	—		(1,657		)	—			(1,657		)
Non-cash write-off of straight-line rent receivable	—		1,131			—			9,456
Write-off of lease intangible	—		—			—			6,400
Revenue recognized due to early lease termination	—		—			—			(303		)
Recognition of note discount and early payment penalty	—		—			(922		)	—
Adjusted EBITDA	$	68,624	$	60,172		$	197,094		$	174,332

Interest expense at contractual rates	$	10,225	$	9,138		$	30,570		$	26,486
Principal payments	199		193			397			384
Fixed Charges	$	10,424	$	9,331		$	30,967		$	26,870

Fixed Charge Coverage	6.6x		6.4x			6.4x			6.5x

For all periods presented, EBITDA has been adjusted to reflect GAAP interest expense, which excludes amounts capitalized during the period.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Interest Rate Risk

At September 30, 2017 , we were exposed to market risks related to fluctuations in interest rates on approximately $167,000,000 of variable-rate indebtedness (excludes $250,000,000 of variable-rate debt that has been hedged through interest-rate swap contracts) and on our mortgage and other notes receivable. The unused portion ( $383,000,000 at September 30, 2017 ) 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 September 30, 2017 , net interest expense would increase or decrease annually by approximately $835,000 or $0.02 per common share on a diluted basis.

We use derivative financial instruments in the normal course of business to mitigate interest rate risk. We do not use derivative financial instruments for speculative purposes. Derivatives are included in the Condensed Consolidated Balance Sheets at their fair value. We 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 (dollar amounts in thousands) :



	September 30, 2017						December 31, 2016
	Balance ¹		% of total		Rate ⁵		Balance ¹		% of total		Rate ⁵
Fixed rate:
Convertible senior notes	$	187,575	16.6	%	3.25	%	$	200,000	17.7	%	3.25	%
Unsecured term loans ²	650,000		57.6	%	3.83	%	650,000		57.4	%	4.01	%
HUD mortgage loans ³	45,247		4.0	%	4.04	%	45,841		4.0	%	4.04	%
Fannie Mae mortgage loans ⁴	78,084		7.0	%	3.79	%	78,084		6.9	%	3.79	%

Variable rate:
Unsecured revolving credit facility	167,000		14.8	%	2.63	%	158,000		14.0	%	2.27	%
	$	1,127,906	100.0	%	3.56	%	$	1,131,925	100.0	%	3.62	%

¹ Differs from carrying amount due to unamortized discount and debt issuance costs.
² Includes three term loans; rate is a weighted average.
³ Includes 10 HUD mortgages; rate is a weighted average inclusive of a mortgage insurance premium
⁴ Includes 13 Fannie Mae mortgages
⁵ Total is weighted average rate

The unsecured term loans in the table above reflect the effect of $40,000,000, $80,000,000, and $130,000,000 notional amount interest rate swaps with maturities of April 2019, June 2020 and June 2020, respectively, that effectively converts variable rate debt to fixed rate debt. These loans bear interest at LIBOR plus a spread, currently 130 basis points, based on our Leverage-Based Applicable Margin, as defined.

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To highlight the sensitivity of our convertible senior notes and secured mortgage debt to changes in interest rates, the following summary shows the effects on fair value (“FV”) assuming a parallel shift of 50 basis points (“bps”) in market interest rates for a contract with similar maturities as of September 30, 2017 (dollar amounts in thousands) :



	Balance		Fair Value ¹		FV reflecting change in interest rates
Fixed rate:					-50 bps		+50 bps
Private placement term loans - unsecured	$	400,000	$	393,478	$	405,642	$	381,734
Convertible senior notes	187,575		186,195		189,420		183,027
Fannie Mae mortgage loans	78,084		76,126		78,646		73,696
HUD mortgage loans	45,247		45,791		49,077		42,808

¹ The change in fair value of our fixed rate debt was due primarily to the overall change in interest rates.

At September 30, 2017 , the fair value of our mortgage and other notes receivable, discounted for estimated changes in the risk-free rate, was approximately $153,372,000 . A 50 basis point increase in market rates would decrease the estimated fair value of our mortgage and other loans by approximately $3,090,000 , while a 50 basis point decrease in such rates would increase their estimated fair value by approximately $3,181,000 .

Item 4. Controls and Procedures.

Evaluation of Disclosure Control and Procedures. As of September 30, 2017 , an evaluation was performed under the supervision and with the participation of our management, including the Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”), of the effectiveness of the design and operation of management’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934) to ensure information required to be disclosed in our filings under the Securities and Exchange Act of 1934, is (i) recorded, processed, summarized, and reported within the time periods specified in the SEC rules and forms; and (ii) accumulated and communicated to our management, including our CEO and our CAO, 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 CAO concluded that the design and operation of these disclosure controls and procedures were effective as of September 30, 2017 .

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 September 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

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

Item 1A. Risk Factors.

During the nine months ended September 30, 2017 , there were no material changes to the risk factors that were disclosed in Item 1A of National Health Investors, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2016 , except for the addition of the risk factor that is stated as follows:

If our efforts to maintain the privacy and security of Company information are not successful, we could incur substantial costs and reputational damage, and could become subject to litigation and enforcement actions.

Our business, like that of other REITs, involves the receipt, storage and transmission of information about our Company, our tenants and borrowers, and our employees, some of which is entrusted to third-party service providers and vendors. We also work with third-party service providers and vendors to provide technology, systems and services that we use in connection with the receipt, storage and transmission of this information.

Our information systems, and those of our third-party service providers and vendors, may be vulnerable to continually evolving cybersecurity risks. Unauthorized parties may attempt to gain access to these systems or our information through fraud or deception of our associates, third-party service providers or vendors. Hardware, software or applications we obtain from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. The methods used to obtain unauthorized access, disable or degrade service or sabotage systems are also constantly changing and evolving and may be difficult to anticipate or detect for long periods of time. We have implemented and regularly review and update processes and procedures to protect against unauthorized access to or use of secured data and to prevent data loss. However, the ever-evolving threats mean we and our third-party service providers and vendors must continually evaluate and adapt our respective systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. Any significant compromise or breach of our data security, whether external or internal, or misuse of our data, could result in significant costs, fines, lawsuits, and damage to our reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in significant additional costs.

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Item 6. Exhibits.



Exhibit No.	Description
3.1	Articles of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-11 Registration Statement No. 33-41863, filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T)
3.2	Amendment to Articles of Incorporation
3.3	Amendment to Articles of Incorporation approved by shareholders on May 2, 2014
3.4	Restated Bylaws
3.5	Amendment No. 1 to Restated Bylaws dated February 14, 2014
4.1	Form of Common Stock Certificate (incorporated by reference to Exhibit 39 to Form S-11 Registration Statement No. 33-41863, f iled in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T )
4.2	Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee
4.3	First Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee
10.1	Third Amendment to the Note Purchase Agreement dated as of November 3, 2015, made and entered into as of August 8, 2017
10.2	Fifth Amendment to Note Purchase Agreement dated January 13, 2015, made and entered into as of August 8, 2017
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
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
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
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document

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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:	November 7, 2017	/s/ D. Eric Mendelsohn
		D. Eric Mendelsohn
		President and Chief Executive Officer,




Date:	November 7, 2017	/s/ Roger R. Hopkins
		Roger R. Hopkins
		Chief Accounting Officer
		(Principal Financial Officer and Principal Accounting Officer)

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Part I. Financial Information Item 1. Financial Statements Note 1. Significant Accounting Policies Note 2. Real Estate Note 3. Mortgage and Other Notes Receivable Note 4. Other Assets Note 5. Debt Note 6. Commitments and Contingencies Note 7. Investment and Other Gains Note 8. Stock-based Compensation Note 9. Earnings and Dividends Per Common Share Note 10. Fair Value Of Financial Instruments Note 11. Subsequent Event Note 12. Recent Accounting Pronouncements Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II. Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 6. Exhibits

Exhibits

3.2 Amendment to Articles of Incorporation 3.3 Amendment to Articles of Incorporation approved by shareholders on May 2, 2014 3.4 Restated Bylaws 3.5 Amendment No. 1 to Restated Bylaws dated February 14, 2014 4.2 Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee 4.3 First Supplemental Indenture, dated as of March 25, 2014, to the Indenture, dated as of March 25, 2014, between National Health Investors, Inc. and The Bank of New York Mellon Trust Company, N.A., as Trustee 10.1 Third Amendment to the Note Purchase Agreement dated as of November 3, 2015, made and entered into as of August 8, 2017 10.2 Fifth Amendment to Note Purchase Agreement dated January 13, 2015, made and entered into as of August 8, 2017 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 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 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

NHI 10-Q Quarter ended Sept. 30, 2017

Exhibits