National Health Investors Inc. (NHI) 2017年年度報告「AMEX」.pdf

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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON,D.C.20549FORM 10-K(Mark One)x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,2017 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 193

2、4For the transition period from _ to _Commission File Number 001-10822National Health Investors,Inc.(Exact name of registrant as specified in its charter)Maryland62-1470956(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)222 Robert Rose Drive,Murfreesb

3、oro,Tennessee37129(Address of principal executive offices)(Zip Code)(615)890-9100(Registrants telephone number,including area code)Securities registered pursuant to Section 12(b)of the Act:Title of each ClassName of each exchange on which registeredCommon stock,$.01 par valueNew York Stock ExchangeS

4、ecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes x No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)

5、of the Act.Yes No x 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

6、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 t

7、his 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(292.405 of this chapter)is not contained herein,and will not

8、be contained,to the best of the registrants knowledge,in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K x Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-a

9、ccelerated filer,or a smaller reporting company.See definition of“large accelerated filer”,“accelerated filer”and“smaller reporting 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 reporti

10、ng 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

11、 mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No x The aggregate market value of shares of common stock held by non-affiliates on June 30,2017(based on the closing price of these shares on the New York Stock Exchange)was approximately$3,117,380,000

12、.There were 41,532,154 shares of the registrants common stock outstanding as of February 14,2018.DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrants definitive proxy statement for its 2018 annual meeting of stockholders are incorporated by reference into Part III,Items 10,11,12,13,and 14

13、of this Form 10-K.Table of ContentsPagePart I.Forward Looking Statements.Item 1.Business.Item 1A.Risk Factors.Item 1B.Unresolved Staff Comments.Item 2.Properties Owned or Associated with Mortgage Loan Investments.Item 3.Legal Proceedings.Item 4.Mine Safety Disclosures.Part II.Item 5.Market for Regis

14、trants Common Equity,Related Shareholder Matters and Issuer Purchases of Equity Securities.Item 6.Selected Financial Data.Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.Item 8.Financial Statements and Supplementary Data.Item 9.Changes in and Disagreements

15、 with Accountants on Accounting and Financial Disclosure.Item 9A.Controls and Procedures.Item 9B.Other Information.Part III.Item 10.Directors,Executive Officers and Corporate Governance.Item 11.Executive Compensation.Item 12.Security Ownership of Certain Beneficial Owners and Management and Related

16、Stockholder Matters.Item 13.Certain Relationships and Related Transactions.Item 14.Principal Accountant Fees and Services.Part IV.Item 15.Exhibits and Financial Statement Schedules.Item 16.SummarySignatures.Exhibit Index.34141920212122242553848488898989898989939490This page intentionally left blank

17、3PART I.Forward Looking StatementsReferences throughout this document to NHI or the Company include National Health Investors,Inc.,and its consolidated subsidiaries.In accordance with the Securities and Exchange Commissions“Plain English”guidelines,this Annual Report on Form 10-K has been written in

18、 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 Annual

19、Report on Form 10-K 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 Li

20、tigation 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 i

21、ncluding,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

22、results in future periods to differ materially from those projected or contemplated in the forward-looking statements.Such risks and uncertainties include,among other things,the following risks described in more detail under the heading“Risk Factors”under Item 1A:*We depend on the operating success

23、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 operatingresults we expect;*We are exposed to the risk that our tenants and borrowers may become subject to bankruptc

24、y or insolvency proceedings;*We are exposed to risks related to governmental regulations and payors,principally Medicare and Medicaid,and theeffect 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 borro

25、wers would be adversely affected by increasedliability claims and liability insurance costs;*We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardoussubstances;*We are exposed to the risk that we may not be fully indemnified by our lessees

26、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

27、,which may not be available on termsacceptable to us;*We have covenants related to our indebtedness which impose certain operational limitations and a breach of thosecovenants could materially adversely affect our financial condition and results of operations;*We are exposed to the risk that the ill

28、iquidity of real estate investments could impede our ability to respond to adversechanges in the performance of our properties;*When interest rates increase,our common stock may decline in price;*Certain tenants in our portfolio account for a significant percentage of the rent we expect to generate

29、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.4*We depend on revenues derived mainly from fixed rate

30、 investments in real estate assets,while a portion of our debt capitalused to finance those investments bear interest at variable rates.This circumstance creates interest rate risk to the Company;*We are exposed to the risk that our assets may be subject to impairment charges;*We depend on the abili

31、ty 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 maydelay,defer or prevent a transaction or a change of control that might involve a premium price for our common

32、 stock ormight 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 achange in control transaction,even if the transaction involves a premium price for our common stock or our stockh

33、oldersbelieve 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 substantialcosts and reputational damage,and could become subject to litigation and enforcement actions.See the notes t

34、o the annual audited consolidated financial statements,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 sh

35、ould carefully consider these risks before making any investment decisions in the Company.These risks and uncertainties are not the only ones we face.There may be additional risks that we do not presently know of or that we currently deem immaterial.If any of the risks actually occur,our business,fi

36、nancial 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 sta

37、tements will,in fact,occur and,therefore,caution investors not to place undue reliance on them.ITEM 1.BUSINESSGeneralNational 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,mortgag

38、e and mezzanine financing of need-driven and discretionary senior housing and medical investments.Our portfolio consists of lease,mortgage and other note investments in independent living facilities,assisted living facilities,entrance-fee communities,senior living campuses,skilled nursing facilities

39、,specialty hospitals and medical office buildings.Other investments have included marketable securities and a joint venture structured to comply with the provisions of the REIT Investment Diversification Empowerment Act of 2007(“RIDEA”)through which we invested in facility operations managed by an i

40、ndependent third-party.We have funded 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.At December 31,2017,we had investments in real estate,mortgage and

41、other notes receivable involving 218 facilities located in 32 states.These investments involve 141 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 prop

42、erties with an original cost of$2,664,605,000,rented under triple-net leases to 27 lessees,and$141,486,000 aggregate carrying value of mortgage and other notes receivable due from 11 borrowers.Our investments in real estate and mortgage loans are secured by real estate located within the United Stat

43、es.We are managed as one reporting unit,rather than multiple reporting units,for internal reporting purposes and for internal decision making.Therefore,we have concluded that we operate as a single segment.Information about revenues from our tenants and borrowers,our net income,cash flows and balanc

44、e sheet can be found in Item 8 of this Form 10-K.Classification of Properties in our PortfolioSenior HousingAs of December 31,2017,our portfolio included 136 senior housing properties(“SHO”)leased to operators and mortgage loans secured by 5 SHOs.The SHOs in our portfolio are either need-driven or d

45、iscretionary for end users and consist of independent 5living facilities,assisted living facilities,senior living campuses,and entrance-fee communities which are more fully described below.Need-Driven Senior HousingAssisted Living Facilities.As of December 31,2017,our portfolio included 86 assisted

46、living facilities(“ALF”)leased to operators and mortgage loans secured by 4 ALFs.ALFs are free-standing facilities that provide basic room and board functions for elderly residents.As residents typically receive assistance with activities of daily living such as bathing,grooming,administering medica

47、tion and memory care services,we consider these facilities to be need-driven senior housing.On-site staff personnel are available to assist in minor medical needs on an as-needed basis.Operators of ALFs are typically paid from private sources without assistance from government.ALFs may be licensed a

48、nd regulated in some states,but generally do not require the issuance of a Certificate of Need(“CON”)as required for skilled nursing facilities.Senior Living Campuses.As of December 31,2017,our portfolio included 10 senior living campuses(“SLC”)leased to operators.SLCs contain one or more buildings

49、that include skilled nursing beds combined with an independent or assisted living facility that provides basic room and board functions for elderly residents.They may also provide assistance to residents with activities of daily living such as bathing,grooming and administering medication.On-site st

50、aff personnel are available to assist in minor medical needs on an as-needed basis.As the decision to transition to a senior living campus is typically more than a lifestyle choice and is usually driven by the need to receive some moderate level of care,we consider this facility type to be need-driv

51、en.Operators of SLCs are typically paid from private sources and from government programs such as Medicare and Medicaid for skilled nursing residents.Discretionary Senior HousingIndependent Living Facilities.As of December 31,2017,our portfolio included 30 independent living facilities(“ILF”)leased

52、to operators.ILFs offer specially designed residential units for active senior adults and provide various ancillary services for their residents including restaurants,activity rooms and social areas.Services provided by ILF operators are generally paid from private sources without assistance from go

53、vernment payors.ILFs may be licensed and regulated in some states,but generally do not require the issuance of a CON as required for skilled nursing facilities.As ILFs typically do not provide assistance with activities of daily living,we consider the decision to transition to an ILF facility to be

54、discretionary.Entrance-Fee Communities.As of December 31,2017,our portfolio included 10 entrance-fee communities(“EFC”)leased to operators and a mortgage loan secured by 1 EFC.Entrance-fee communities,frequently referred to as continuing care retirement communities,or CCRCs,typically include a combi

55、nation of detached cottages,an independent living facility,an assisted living facility and a skilled nursing facility on one campus.These communities appeal to residents because there is no need to relocate when health and medical needs change.EFCs are classified as either Type A,B,or C depending up

56、on the amount of healthcare benefits included in the entrance fee.“Type A”EFCs,or“Lifecare”communities,include substantially all future healthcare costs.Communities providing a modified healthcare contract offering access to skilled nursing care but only paying for a maximum number of days are refer

57、red to as“Type B”EFCs.Finally,“Type C”EFCs,the type in our portfolio,are fee-for-service communities which do not provide any healthcare benefits and correspondingly have the lowest entrance fees.However,monthly fees may be higher to reflect the current healthcare components delivered to each reside

58、nt.EFC licensure is state-specific,but generally the skilled nursing beds included in our EFC portfolio are subject to state licensure and regulation.As the decision to transition to an EFC is typically made as a lifestyle choice and not as the result of a pressing medical concern,we consider the de

59、cision to transition to an EFC to be discretionary.Accordingly,the predominant source of revenue for operators of EFCs is from private payor sources.MedicalAs of December 31,2017,our portfolio included 73 medical facilities leased to operators and mortgage loans secured by 4medical facilities.The me

60、dical facilities within our portfolio consist of skilled nursing facilities,hospitals and medical office buildings,which are more fully described below.Skilled Nursing Facilities.As of December 31,2017,our portfolio included 68 skilled nursing facilities(“SNF”)leased to operators and mortgage loans

61、secured by 4 SNFs.SNFs provide some combination of skilled and intermediate nursing and rehabilitative care,including speech,physical and occupational therapy.As the decision to utilize the services of a SNF is typically made as the result of a pressing medical concern,we consider this to be a need

62、driven medical facility.The operators of the SNFs receive payment from a combination of private pay sources and government payors such as Medicaid and Medicare.SNFs are required to obtain state licenses and are highly regulated at the federal,state and local 6level.Most SNFs must obtain a CON from t

63、he state before opening or expanding such facilities.Some SNFs also include assisted living beds.Hospitals.As of December 31,2017,our portfolio included 3 hospitals(“HOSP”)leased to operators.Hospitals provide a wide range of inpatient and outpatient services,including acute psychiatric and rehabili

64、tation services,and are subject to extensive federal,state and local legislation and regulation.Hospitals undergo periodic inspections regarding standards of medical care,equipment and hygiene as a condition of licensure.Services provided by hospitals are generally paid for by a combination of priva

65、te pay sources and government payors.As the decision to utilize the services of a hospital is typically made as the result of a pressing medical concern,we consider this to be a need driven medical facility.Medical Office Buildings.As of December 31,2017,our portfolio included 2 medical office build

66、ings(“MOB”)leased to operators.MOBs are specifically configured office buildings whose tenants are primarily physicians and other medical practitioners.As the decision to utilize the services of an MOB is typically made as a the result of a pressing medical concern,we consider this to be a need driv

67、en medical facility.MOBs differ from conventional office buildings due to the special requirements of the tenants.Each of our MOBs is leased to one lessee,and is either physically attached to or located on an acute care hospital campus.The lessee sub-leases individual office space to the physicians

68、or other medical practitioners.The lessee is responsible to us for the lease obligations of the entire building,regardless of their ability to sub-lease the individual office space.Nature of InvestmentsOur investments are typically structured as acquisitions of properties through purchase-leaseback

69、transactions,acquisitions of properties from other real estate investors,loans or operations through structures allowed by RIDEA.We have provided construction loans for facilities for which we were already committed to provide long-term financing or for which the operator agreed to enter into a purc

70、hase option and lease with us upon completion of construction or after the facility is stabilized.The annual lease rates on our leases and the annual interest rates on our mortgage,construction and mezzanine loans ranged between 6.75%and 10%during 2017.We believe our lease and loan terms are competi

71、tive within our peer group.Typical characteristics of these transactions are as follows:Leases.Our leases generally have an initial leasehold term of 10 to 15 years with one or more 5-year tenant renewal options.The leases are“triple net leases”under which the tenant is responsible for the payment o

72、f all taxes,utilities,insurance premium costs,repairs and other charges relating to the operation of the properties,including required levels of capital expenditures each year.The tenant is obligated at its expense to keep all improvements,fixtures and other components of the properties covered by“a

73、ll risk”insurance in an amount equal to at least the full replacement cost thereof,and to maintain specified minimal personal injury and property damage insurance,protecting us as well as the tenant.The leases also require the tenant to indemnify and hold us harmless from all claims resulting from t

74、he use,occupancy and related activities of each property by the tenant,and to indemnify us against all costs related to any release,discovery,clean-up and removal of hazardous substances or materials,or other environmental responsibility with respect to each facility.Most of our existing leases cont

75、ain annual escalators in rent payments.For financial statement purposes,rental income is recognized on a straight-line basis over the term of the lease where the lease contains fixed escalators.Certain of our operators hold purchase options allowing them to acquire properties they currently lease fr

76、om NHI.When present,tenant purchase options generally give the lessee an option to purchase the underlying property for consideration determined by i)a sliding base dependent upon the extent of appreciation in the property plus a specified proportion of any appreciation;ii)our acquisition costs plus

77、 a specified proportion of any appreciation;iii)an agreed capitalization rate applied to the current rental;or iv)our acquisition costs plus a profit floor plus a specified proportion of any appreciation.Where stipulated above,appreciation is to be established by independent appraisal.Some of the ob

78、ligations under the leases are guaranteed by the parent corporation of the lessee,if any,or affiliates or individual principals of the lessee.In some leases,the third party operator will also guarantee some portion of the lease obligations.Some obligations are backed further by other collateral such

79、 as security deposits,machinery,equipment,furnishings and other personal property.We monitor our triple-net lessee tenant credit quality and identify any material changes by performing the following activities:Obtaining financial statements on a monthly,quarterly and annual basis to assess the opera

80、tional trends of our tenantsand the financial position and capability of those tenantsCalculating the operating cash flow for each of our tenantsCalculating the lease service coverage ratio and other ratios pertinent to our tenants7Obtaining property-level occupancy rates for our tenantsVerifying th

81、e payment of real estate taxes by our tenantsObtaining certificates of insurance for each tenantObtaining financial statements of our lessee guarantors on an annual basisConducting a periodic inspection of our properties to ascertain proper maintenance,repair and upkeepMonitoring those tenants with

82、indications of continuing and material deteriorating credit quality through discussions withour executive management and Board of DirectorsRIDEA Transactions.Our arrangement with an affiliate of Bickford Senior Living(“Bickford”)was structured to be compliant with the provisions of RIDEA which permi

83、tted NHI to receive rent payments through a triple-net lease between a property company and an operating company and gave NHI the opportunity to capture additional value on the improving performance of the operating company through distributions to a Taxable REIT Subsidiary(“TRS”).Accordingly,the TR

84、S held our 85%equity interest in an unconsolidated operating company,which we did not control,and provided an organizational structure that allowed the TRS to engage in a broad range of activities and share in revenues that would otherwise be non-qualifying income under the REIT gross income tests.T

85、he TRS is subject to state and federal income taxes.Our RIDEA arrangement was terminated on September 30,2016.Mortgage loans.We have first mortgage loans with maturities of at least 5 years from inception with varying amortization schedules from interest-only to fully-amortizing.Most of the loans ar

86、e at a fixed interest rate;however,some interest rates increase based on a fixed schedule.In most cases,the owner of the facility is committed to make minimum annual capital expenditures for the purpose of maintaining or upgrading their respective facility.Additionally,most of our loans are collater

87、alized by first mortgage liens and corporate or personal guarantees.Currently,our first mortgage loans carry interest rates which range from 6.75%to 8.25%.We have made mortgage loans to borrowers secured by a second deed-of-trust where there is a process in place for the borrower to obtain long-term

88、 financing,primarily with a U.S.government agency,and where the historical financial performance of the underlying facility meets our loan underwriting criteria.Mezzanine loans.Frequently in situations calling for temporary financing or when our borrowers in-place lending arrangements prohibit the e

89、xtension of first mortgage security,we typically accept a second mortgage position or extend credit based on corporate and/or personal guarantees.These mezzanine loans often combine with an NHI purchase option covering the subject property.Our mezzanine loans currently carry interest rates of 10%.Co

90、nstruction loans.From time to time,we also provide construction loans that convert to mortgage loans upon the completion of the construction of the facility.We may also obtain a purchase option to acquire the facility at a future date and lease the facility back to the operator.During the term of th

91、e construction loan,funds are usually advanced pursuant to draw requests made by the borrower in accordance with the terms and conditions of the loan.Interest is typically assessed on these loans at rates equivalent to the eventual mortgage rate upon conversion.In addition to the security of the lie

92、n against the property,we will generally require additional security and collateral in the form of either payment and performance completion bonds or completion guarantees by the borrowers parent,affiliates of the borrower or one or more of the individuals who control the borrower.We currently have

93、four construction loans bearing interest ranging from 6.75%to 9%.Other notes receivable.We have provided a revolving credit facility to a borrower whose business is to provide bridge loans to owner-operators who are qualifying for long-term HUD financing secured by real estate.Our interest rate on t

94、he credit facility is 10%.We have provided loans to borrowers involved in the skilled nursing and senior housing industries who have pledged personal and business guarantees as security for the loans.The interest rates on these loans typically range from 8.45%to10%.Investment in marketable securitie

95、s.From time to time we have invested a portion of our funds in various marketable securities with quoted market prices,including the common shares of other publicly-held REITs.We classify these highly-liquid securities as available-for-sale and carry the investments at their then quoted fair market

96、value at the balance sheet date.We may choose to liquidate these investments to invest the proceeds into real estate assets.We currently have no investments in marketable securities.Competition and Market ConditionsWe compete with other REITs,private equity funds,banks and insurance companies in the

97、 acquisition,leasing and financing of health care real estate.Operators of our facilities compete on a local and regional basis with operators of facilities that provide comparable services.Operators compete for residents and/or patients and staff based on quality of care,reputation,physical appeara

98、nce of facilities,8services offered,family preference,physicians,staff and price.Competition is with other operators as well as companies managing multiple facilities,some of which are substantially larger and have greater resources than the operators of our facilities.Some of these facilities are o

99、perated for profit while others are owned by governmental agencies or tax exempt not-for-profit entities.The SNFs which either secure our mortgage loans or we lease to operators receive the majority of their revenues from Medicare,Medicaid and other government payors.From time to time,these faciliti

100、es have experienced revenue reductions brought about by the enactment of legislation to reduce government costs.In particular,the establishment of a Medicare Prospective Payment System(“PPS”)for SNF services to replace the cost-based reimbursement system significantly reduced Medicare reimbursement

101、to SNF providers.While Congress subsequently took steps to mitigate the impact of PPS on SNFs,other federal legislative policies have been adopted and continue to be proposed that would reduce the growth rate of Medicare and/or Medicaid payments to SNFs.State Medicaid funding is not expected to keep

102、 pace with inflation according to industry studies.Any changes in government reimbursement methodology that reduce reimbursement to levels that are insufficient to cover the operating costs of our lessees and borrowers could indirectly adversely impact us.Our senior housing properties generally rely

103、 on private-pay residents who may be negatively impacted in an economic downturn.For example,a resident may intend to sell their home to afford the cost of living in an ILF or ALF.In addition,the success of these facilities is often impacted by the existence of comparable,competing facilities in a l

104、ocal market.Operator DiversificationFor the year ended December 31,2017,approximately 25%of our portfolio revenue was from publicly-owned operators,57%was from regional operators,17%from national chains which are privately owned and 1%was from smaller operators.We consider the creditworthiness of th

105、e operator to be an important factor in underwriting the lease or loan investment,and we generally have the right to approve any changes in operators.For the year ended December 31,2017,tenants which provided more than 3%of our total revenues were(in alphabetical order):Bickford Senior Living;Chance

106、llor Health Care;East Lake Capital Management;The Ensign Group;Health Services Management;Holiday Retirement;National HealthCare Corporation;and Senior Living Communities.Major CustomersWe have four operators,an affiliate of Holiday Retirement(“Holiday”),Senior Living Communities,LLC(“Senior Living”

107、),National HealthCare Corporation(“NHC”)and an affiliate of Bickford,from whom we individually derive at least 10%of our total revenues,and 60%collectively.HolidayAs of December 31,2017,we leased 25 independent living facilities to an affiliate of Holiday.The 17-year master lease began in December 2

108、013 and provides for a minimum escalator of 3.5%after 2017.Of our total revenues,$43,817,000(16%),$43,817,000(18%)and$43,817,000(19%)were derived from Holiday for the years ended December 31,2017,2016 and 2015,respectively,including$7,397,000,$8,965,000 and$10,466,000 in straight-line rent,respectiv

109、ely.Our tenant operates the facilities pursuant to a management agreement with a Holiday-affiliated manager.Senior Living CommunitiesIn December 2014 we acquired a portfolio of eight retirement communities totaling 1,671 units from Health Care REIT,Inc.and certain of its affiliates for a cash purcha

110、se price of$476,000,000.We leased the portfolio under a triple-net master lease to an affiliate of Senior Living,the current tenant of the facilities.The Senior Living portfolio initially included seven entrance-fee communities and one senior living campus.In November 2016 we expanded the portfolio

111、under lease to Senior Living with the acquisition,for$74,000,000,of Evergreen Woods,a 299-unit entrance fee community in Connecticut.As currently configured,the 15-year master lease contains two 5-year renewal options and provides for 2017 cash rent of$38,740,000,subject to 3%annual escalators throu

112、gh lease expiration in 2029 and any renewal periods.In connection with the 2014 acquisition,we provided a$15,000,000 revolving line of credit to Senior Living,the maturity of which mirrors the term of the master lease.Borrowings are used primarily to finance construction projects within the Senior L

113、iving portfolio,including building additional units.Amounts outstanding under the facility,$616,000 at December 31,2017,bear interest at an annual rate equal to the 10-year U.S.Treasury rate,2.40%at December 31,2017,plus 6%.9In March 2016,we extended two mezzanine loans of up to$12,000,000 and$2,000

114、,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 December 31,2017,and provide NHI wi

115、th 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.Of our total revenues,$45,735,000(16%),$40,332,000(16%)and$39,422,000(17%)were derived from Senior Living for the years ending December 3

116、1,2017,2016 and 2015,respectively,including$6,984,000,$7,369,000 and$8,422,000,respectively,in straight-line rent.NHCNHC is a publicly-held company and the lessee of our legacy properties.We lease 42 facilities to NHC comprised of 3 independent living facilities and 39 skilled nursing facilities(4 o

117、f which are subleased to other parties for whom the lease payments are guaranteed to us by NHC).These facilities are leased to NHC under the terms of an amended Master Lease Agreement dated October 17,1991(“the 1991 lease”)which includes our 35 remaining legacy properties and a Master Lease Agreemen

118、t dated August 30,2013(“the 2013 lease”)which includes 7 skilled nursing facilities acquired from a third party.Under the terms of the 1991 lease,base annual rental of$30,750,000 escalates by 4%of the increase,if any,in each facilitys revenue over a 2007 base year.Similarly,the 2013 lease provides f

119、or base annual rental of$3,450,000 plus percentage rent equal to 4%of the increase,if any,in each facilitys annual revenue over a 2014 base year.The NHC escalator is contingent upon future facility revenue increases and therefore does not give rise to straight-line revenues.Of our total revenues,$37

120、,467,000(13%),$37,626,000(15%)and$36,625,000(16%)in 2017,2016 and 2015,respectively,were derived from the two lease agreements with NHC.NHC owned 1,630,462 shares of our common stock at December 31,2017.The chairman of our board of directors is also a director on NHCs board.BickfordAs of December 31

121、,2017 our Bickford portfolio consists of leases with primary lease expiration dates as follows(in thousands):Lease ExpirationSept/Oct 2019June 2023Sept 2027May 2031TotalNumber of Properties1013420472017 Annual Contractual Rent$8,994$10,809$125$16,576$36,504Straight Line Rent Adjustment(347)2263094,9

122、145,102Total Revenues$8,647$11,035$434$21,490$41,606On June 1,2017,we acquired an assisted living/memory-care facility totaling 60 units in Lansing,Michigan for$10,400,000in cash,inclusive of$200,000 in closing costs.Additionally,we committed to the funding of$475,000 in specified capital improvemen

123、ts,which will be added to the lease base.We included this facility in a master lease to Bickford for an initial 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 o

124、pened 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 6 months of free rent.As of December 31,2017,our Bickford lease portfolio consists of 47 facilities.Of these facilities,35 were held in a RIDE

125、A 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 Bickfords participation to a triple-net tenancy with assumption of existing leases and terms.Through Sep

126、tember 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 j

127、oint venture was structured to comply with the provisions of RIDEA.On September 30,2016,we unwound the joint venture underlying the RIDEA and reacquired Bickfords share of its assets.Effective June 1,2017,NHI and Bickford announced two new amended and restated master leases covering twenty Bickford

128、properties.Under terms of the new master lease,the base term for these properties will now extend to May 2031.10Additionally,effective June 28,2017,the lease of thirteen properties acquired in June 2013 and initially set for expiration in June 2018 has been renewed and extended through June 2023.NHI

129、 has a right to future Bickford acquisitions,development projects and refinancing transactions.In September 2017,upon collection of all past-due rents,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 Oc

130、tober 1,2017,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 an

131、d 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.Of our total revenues,$41,606,000(15%),$30,732,000(12%)and$24,121,000(11%)were recognized as rental income from Bickf

132、ord for the years ended December 31,2017,2016 and 2015,including$5,102,000,$858,000,and$267,000 in straight-line rent income,respectively.At December 31,2017,our construction loans to Bickford are summarized as follows:RateMaturityCommitmentDrawnLocationJuly 20169%5 years$14,000,000$(11,096,000)Illi

133、noisJanuary 20179%5 years14,000,000(4,462,000)Michigan$28,000,000$(15,558,000)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

134、and customary covenants extend to the agreements,including the borrowers 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 NHIs total investment,plus fixed annual escalators.In Jan

135、uary 2018,we made a construction loan to Bickford of$14,000,000 for a new assisted living and memory care facility in Virginia under the same terms as described above.Commitments and ContingenciesThe following tables summarize information as of December 31,2017 related to our outstanding commitments

136、 and contingencies which are more fully described in the notes to the consolidated financial statements,included herein.Asset ClassTypeTotalFundedRemainingLoan Commitments:Life Care Services Note ASHOConstruction$60,000,000$(53,622,000)$6,378,000BickfordSHOConstruction28,000,000(15,558,000)12,442,00

137、0Senior LivingSHORevolving Credit15,000,000(616,000)14,384,000$103,000,000$(69,796,000)$33,204,000Asset ClassTypeTotalFundedRemainingDevelopment Commitments:Legend/The Ensign GroupSNFPurchase$56,000,000$(14,000,000)$42,000,000East Lake/Watermark RetirementSHORenovation10,000,000(5,900,000)4,100,000S

138、ant PartnersSHORenovation3,500,000(2,621,000)879,000BickfordSHORenovation2,400,000(122,000)2,278,000East Lake Capital ManagementSHORenovation400,000400,000Senior LivingSHORenovation6,830,000(970,000)5,860,000Discovery Senior LivingSHORenovation500,000500,000Woodland VillageSHORenovation7,450,000(762

139、,000)6,688,000Chancellor Health CareSHOConstruction650,000(62,000)588,000Navion Senior SolutionsSHOConstruction650,000650,000$88,380,000$(24,437,000)$63,943,00011Asset ClassTypeTotalFundedRemainingContingencies:BickfordSHOLease Inducement$14,000,000$(2,250,000)$11,750,000East Lake Capital Management

140、SHOLease Inducement8,000,0008,000,000Navion Senior SolutionsSHOLease Inducement4,850,0004,850,000Prestige CareSHOLease Inducement1,000,0001,000,000The LaSalle GroupSHOLease Inducement5,000,0005,000,000$32,850,000$(2,250,000)$30,600,000Sources of RevenuesGeneral.Our revenues are derived primarily fro

141、m rental income,mortgage and other note interest income and income from our other investments,substantially all of which are in marketable securities,including the common stock of other healthcare REITs.During 2017,rental income was$265,127,000(95.1%),interest income from mortgages and other notes w

142、as$13,134,000(4.7%)and income from our other investments was$398,000(0.2%)of total revenue of$278,659,000.Our revenues depend on the operating success of our tenants and borrowers whose source and amount of revenues are determined by(i)the licensed beds or other capacity of the facility,(ii)their oc

143、cupancy rate,(iii)the extent to which the services provided at each facility are utilized by the residents and patients,(iv)the mix of private pay,Medicare and Medicaid patients,and(v)the rates paid by private payors and by the Medicare and Medicaid programs.Government RegulationMedicare and Medicai

144、d.A significant portion of the revenue of our SNF lessees and borrowers is derived from government funded reimbursement programs,such as Medicare and Medicaid.Reimbursement under these programs is subject to periodic payment review and other audits by federal and state authorities.Medicare is unifor

145、m nationwide and reimburses skilled nursing facilities under PPS which is based on a predetermined,fixed amount.PPS is an acuity based classification system that uses nursing and therapy indexes adjusted by geographical wage indexes to calculate per diem rates for each Medicare patient.Payment rates

146、 are updated annually and are generally adjusted each October when the federal fiscal year begins.The current acuity classification system is named Resource Utilization Groups IV(“RUGs IV”)and was effective October 1,2010.Federal legislative policies have been adopted and continue to be proposed tha

147、t would provide small increases in annual Medicare payments to skilled nursing facilities.For example,the Centers for Medicare and Medicaid Services(“CMS”)announced the Skilled Nursing Facilities PPS final rule for fiscal year 2018 which increased Medicare payments to SNF operators by only 1.0%begin

148、ning October 1,2017.The fiscal year 2017 increase was 1.6%,the fiscal year 2016 increase was 1.2%and the fiscal year 2015 increase was 2.0%.In the future,any failure of Congress to agree on spending reductions to meet long-term mandated deficit reduction goals would trigger automatic spending cuts o

149、f 2%to Medicare.RUGs IV incorporated changes to PPS that significantly altered how SNFs are paid for rendering care.Some examples are as follows:A shift to 66 payment categories from 53 payment categories;Changes related to assessment reference dates and qualifiers that will significantly reduce uti

150、lization of rehabilitation andextensive service categories;Modification to therapy services related to estimating treatments and utilization of concurrent therapy that will likely result inRUG classifications at much lower levels of therapy than previous results;and Adjustments related to assistance

151、 with activities of daily living(“ADL”s)and an increased emphasis on ADL scores in thenursing case mix indices and related RUG payment rates.Medicaid is a joint federal and state program designed to provide medical assistance to“eligible needy persons.”Medicaidprograms are operated by state agencies

152、 that adopt their own medical reimbursement methodology and standards.Payment rates and covered services vary from state to state.In many instances,revenues from Medicaid programs are insufficient to cover the actual costs incurred in providing care to those patients.With regard to Medicaid payment

153、increases to skilled nursing operators,changes in federal funding coupled with state budget problems have produced uncertainty.States will more than likely be unable to keep pace with SNF inflation.States are under pressure to pursue other alternatives to long term care such as community and home-ba

154、sed services.Furthermore,several of the states in which we have investments have actively sought to reduce or slow the increase of Medicaid spending for SNF care.12Medicare and Medicaid programs are highly regulated and subject to frequent and substantial changes resulting from legislation,adoption

155、of rules and regulations and administrative and judicial interpretations of existing law.Moreover,as health care facilities have experienced increasing pressure from private payors attempting to control health care costs,reimbursement from private payors has in many cases effectively been reduced to

156、 levels approaching those of government payors.Healthcare reimbursement will likely continue to be of significant importance to federal and state programs.We cannot make any assessment as to the ultimate timing or the effect that any future legislative reforms may have on our lessees and borrowers c

157、osts of doing business and on the amount of reimbursement by government and other third-party payors.There can be no assurance that future payment rates for either government or private payors will be sufficient to cover cost increases in providing services to patients.Any changes in government or p

158、rivate payor reimbursement policies which reduce payments to levels that are insufficient to cover the cost of providing patient care could adversely affect the operating revenues of tenants and borrowers in our properties that rely on such payments,and thereby adversely affect their ability to make

159、 their lease or debt payments to us.Failure of our tenants and borrowers to make their scheduled lease and loan payments to us would have a direct and material adverse impact on us.Licensure and Certification.The health care industry is highly regulated by federal,state and local law and is directly

160、 affected by state and local licensing requirements,facility inspections,state and federal reimbursement policies,regulations concerning capital and other expenditures,certification requirements and other such laws,regulations and rules.Sanctions for failure to comply with these regulations and laws

161、 include(but are not limited to)loss of licensure,fines and loss of certification to participate in the Medicare and Medicaid programs,as well as potential criminal penalties.The failure of any tenant or borrower to comply with such laws,requirements and regulations could affect their ability to ope

162、rate the facility or facilities and could adversely affect such tenants or borrowers ability to make lease or debt payments to us.In the past several years,due to rising health care costs,there has been an increased emphasis on detecting and eliminating fraud and abuse in the Medicare and Medicaid p

163、rograms.Payment of any consideration in exchange for referral of Medicare and Medicaid patients is generally prohibited by federal statute,which subjects violators to severe penalties,including exclusion from the Medicare and Medicaid programs,fines and even prison sentences.In recent years,both fed

164、eral and state governments have significantly increased investigation and enforcement activity to detect and punish wrongdoers.In addition,legislation has been adopted at both state and federal levels which severely restrict the ability of physicians to refer patients to entities in which they have

165、a financial interest.It is anticipated that the trend toward increased investigation and enforcement activity in the area of fraud and abuse,as well as self-referral,will continue in future years.Certain of our investments are with lessees or borrowers which are partially or wholly owned by physicia

166、ns.In the event that any lessee or borrower were to be found in violation of laws regarding fraud and abuse or self-referral,that lessees or borrowers ability to operate the facility could be jeopardized,which could adversely affect the lessees or borrowers ability to make lease or debt payments to

167、us and could thereby adversely affect us.Certificates Of Need.The SNFs and hospitals in which we invest are also generally subject to state statutes which may require regulatory approval in the form of a CON prior to the construction or expansion of facilities to accommodate new beds(or addition of

168、new beds to existing facilities),the addition of services or certain capital expenditures.CON requirements are not uniform throughout the United States and are subject to change.We cannot predict the impact of regulatory changes with respect to CONs on the operations of our lessees and borrowers;how

169、ever,in our primary market areas,a significant reduction in new construction of long-term care beds has occurred.Investment PoliciesOur investment objectives are(i)to provide consistent and growing current income for distribution to our stockholders through investments primarily in health care relat

170、ed facilities or in the operations thereof through independent third-party management,(ii)to provide the opportunity to realize capital growth resulting from appreciation,if any,in the residual value of our portfolioproperties,and(iii)to preserve and protect stockholders capital through a balance of

171、 diversity,flexibility and liquidity.There canbe no assurance that these objectives will be realized.Our investment policies include making investments in real estate,mortgageand other notes receivable,marketable securities,including the common stock of other REITs,and joint ventures structured toco

172、mply with the provisions of RIDEA.As described in Item 7 on page 33,we have funded or made commitments to fund new investments in real estate and loans,of$215,231,000 in 2017 and$28,400,000 in January 2018,and we anticipate making additional investments in 2018 that meet our underwriting criteria.In

173、 making new investments,we consider such factors as(i)the geographic area and type of property,(ii)the location,construction quality,condition and design of the property,(iii)the current and anticipated cash flow and itsadequacy to meet operational needs,and lease or mortgage obligations to provide

174、a competitive income return to our investors,(iv)the growth,tax and regulatory environments of the communities in which the properties are located,(v)occupancy and demandfor similar facilities in the same or nearby communities,(vi)the quality,experience and creditworthiness of the management13operat

175、ing the facilities located on the property and(vii)the mix of private and government-sponsored residents.There can be no assurances that investments meeting our standards regarding these attributes will be found or closed.We will not,without the approval of a majority of the Board of Directors and r

176、eview of a committee comprised of independent directors,enter into any joint venture relationships with or acquire from or sell to any director,officer or employee of NHI,or any affiliate thereof,as the case may be,any of our assets or other property.The Board of Directors,without the approval of th

177、e stockholders,may alter our investment policies if it determines that such a change is in our best interests and our stockholders best interests.The methods of implementing our investment policies may vary as new investment and financing techniques are developed or for other reasons.Management may

178、recommend changes in investment criteria from time to time.Future investments in health care related facilities may utilize borrowed funds or issuance of equity when it is advisable in the opinion of the Board of Directors.We may negotiate lines of credit or arrange for other short or long-term borr

179、owings from lenders.We may arrange for long-term borrowings from institutional investors or through public offerings.We have previously invested and may in the future invest in properties subject to existing loans or secured by mortgages,deeds of trust or similar liens with favorable terms or in mor

180、tgage investment pools.Executive Officers of the CompanyThe table below sets forth the name,position and age of each of our executive officers.Each executive officer is appointed by the Board of Directors,serves at its pleasure and holds office for a term of one year.There is no“family relationship”

181、among any of the named executive officers or with any director.All information is given as of February 15,2018:NamePositionAgeEric MendelsohnPresident and Chief Executive Officer56Roger R.HopkinsChief Accounting Officer56Kristin S.GainesChief Credit Officer46Kevin PascoeChief Investment Officer37Joh

182、n SpaidExecutive Vice President Finance58Eric Mendelsohn joined NHI in January 2015.He has over 15 years of healthcare real estate and financing experience.Previously,Mr.Mendelsohn was with Emeritus Senior Living for 9 years,most recently as a Senior Vice President of Corporate Development where he

183、was responsible for the financing and acquisition of assisted living properties,home health care companies,administration of joint venture relationships and executing corporate finance strategies.Prior to Emeritus,he was with the University of Washington as a Transaction Officer where he worked on t

184、he development,acquisition and financing of research,clinical and medical properties and has been a practicing transaction attorney,representing lenders and landlords.Mr.Mendelsohn holds a Bachelor of Science from American University in International Relations,a Law Degree from Pepperdine University

185、,and a Masters(LLM)in Banking and Finance from Boston University.Mr.Mendelsohn is a member of the Florida and Washington State Bar Associations.Roger R.Hopkins joined the former management advisor of NHI in July 2006 and was named Chief Accounting Officer for NHI in December 2006.With over 35 years

186、of combined financial experience in public accounting and the real estate industry,he positioned companies to access public and private capital markets for equity and debt.Mr.Hopkins is responsible for the development of financial and tax strategies,reporting metrics,supplemental data reports and NH

187、Is internal control system.He has accounted for significant acquisitions and financings by NHI,including the successful executions of convertible debt and follow-on equity offerings,private debt placements and bank financing arrangements.Mr.Hopkins was an Audit Partner in the Nashville office of Rod

188、efer Moss&Co,a regional accounting firm with seven offices in Tennessee,Indiana and Kentucky,where he brought extensive experience in Securities and Exchange Commission filing requirements and compliance issues.He was previously a Senior Manager in the Nashville office of Deloitte.Mr.Hopkins receive

189、d his Bachelor of Science in Accounting from Tennessee Technological University in 1982 and is a CPA licensed in Tennessee.Kristin S.Gaines was appointed NHIs Chief Credit Officer in February 2010.She joined NHI in 1998 as a Credit Analyst.During her tenure with NHI,Ms.Gaines has had a progressive c

190、areer in the areas of finance and operations.Her experience has resulted in a breadth of expertise in underwriting,portfolio oversight and real estate finance.Ms.Gaines holds an MBA and a Bachelor of Business Administration in Accounting from Middle Tennessee State University.Kevin Pascoe joined NHI

191、 in June 2010.Mr.Pascoe oversees NHIs portfolio of assets,relationship management with existing tenants and conducts operational due diligence on NHIs existing investments and new investment opportunities.He has over 10 14years of health care real estate background including his experience with Gene

192、ral Electric-Healthcare Financial Services(“GE HFS”)(2006 2010)where he most recently served as a Vice President.With GE HFS,he moved up through the organization while working on various assignments including relationship management,deal restructuring,and special assets.He also was awarded an assign

193、ment in the GE Capital Global Risk Rotation Program.Mr.Pascoe holds an MBA and a Bachelor of Business Administration in Economics from Middle Tennessee State University.John Spaid joined NHI in March 2016.He oversees the Companys banking relationships and financial transactions.Mr.Spaid has nearly 3

194、0 years of experience in real estate,finance and senior housing.Previously,he was with Emeritus Senior Living as a Senior Vice President whose responsibilities included budget and forecasting,debt and lease obligation underwriting,merger and acquisition processes,financial modeling,due diligence,boa

195、rd and investor presentations,employee development and Sarbanes-Oxley compliance.Mr.Spaid has been an independent financial consultant and has also served as the CFO of a regional assisted living and memory care provider in Redmond,Washington.Mr.Spaid holds an MBA from the University of Michigan and

196、 a Bachelor of Business Administration from the University of Texas.We have a staff of 16,all reporting to our corporate office in Murfreesboro,TN.Essential services such as internal audit,tax compliance,information technology and legal services are outsourced to third-party professional firms.Inves

197、tor InformationWe publish our annual report on Form 10-K,quarterly reports on Form 10-Q,quarterly Supplemental Information,current reports on Form 8-K,and press releases to our website at .We have a policy of publishing these on the website within two(2)business days after public release or filing w

198、ith the SEC.We also maintain the following documents on our web site:The NHI Code of Business Conduct and Ethics.This has been adopted for all employees,officers and directors of the Company.Information on our“NHI Valuesline”which allows all interested parties to communicate with NHI executive offic

199、ers and directors.The toll free number is 877-880-2974 and the communications may be made anonymously,if desired.The NHI Restated Audit Committee Charter.The NHI Revised Compensation Committee Charter.The NHI Revised Nominating and Corporate Governance Committee Charter.The NHI Corporate Governance

200、Guidelines.We will furnish,free of charge,a copy of any of the above documents to any interested investor upon receipt of a written request.Our transfer agent is Computershare.Computershare will assist registered owners with the NHI Dividend Reinvestment plan,change of address,transfer of ownership,

201、payment of dividends,replacement of lost checks or stock certificates.Computershares contact information is:Computershare Trust Company,N.A.,P.O.Box 43078,Providence,RI 02940-3078.The toll free number is 800-942-5909 and the website is .The Annual Stockholders meeting will be held at 12:00 p.m.local

202、 time on Friday,May 4,2018 at Embassy Suites,Room Mirabella G,1200 Conference Center Boulevard,Murfreesboro,Tennessee 37129.ITEM 1A.RISK FACTORSWe depend on the operating success of our tenants and borrowers for collection of our lease and note payments.Revenues to operators of our properties are pr

203、imarily driven by occupancy,Medicare and Medicaid reimbursement and private pay rates.Revenues from government reimbursement have,and may continue to,come under pressure due to reimbursement cuts and from widely-publicized federal and state budget shortfalls and constraints.Periods of weak economic

204、growth in the U.S.which affect housing sales,investment returns and personal incomes may adversely affect senior housing occupancy rates.Expenses for the facilities are driven by the costs of labor,food,utilities,taxes,insurance and rent or debt service.Liability insurance and staffing costs continu

205、e to increase for our operators.To the extent any decrease in revenues and/or any increase in operating expenses 15results in a property not generating enough cash to make scheduled payments to us,our revenues,net income and funds from operations would be adversely affected.Such events and circumsta

206、nces would cause us to evaluate whether there was an impairment of the real estate or mortgage loan that should be charged to earnings.Such impairment would be measured as the amount by which the carrying amount of the asset exceeded its fair value.Consequently,we might be unable to maintain or incr

207、ease our current dividend and the market price of our stock may decline.We depend on the success of property development and construction activities,which may fail to achieve the operating results we expect.When we decide to invest in the renovation of an existing property or in the development of a

208、 new property,we make assumptions about the future potential cash flows of that property.We estimate our return based on expected occupancy,rental rates and future capital costs.If our projections prove to be inaccurate due to increased capital costs,lower occupancy or other factors,our investment i

209、n that property may not generate the cash flow we expected.Recently developed properties may take longer than expected to achieve stabilized operating levels,if at all.To the extent such facilities fail to reach stabilized operating levels or achieve stabilization later than expected,it could materi

210、ally adversely affect our tenants abilities to make payments to us under their leases and thus adversely affect our business and results of operations.We are exposed to the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings for other reasons.Although our o

211、perating lease agreements provide us the right to evict an operator,demand immediate payment of rent and exercise other remedies,and our mortgage loans provide us the right to terminate any funding obligations,demand immediate repayment of principal and unpaid interest,foreclose on the collateral an

212、d exercise other remedies,the bankruptcy laws afford certain rights to a party that has filed for bankruptcy or reorganization.A tenant or borrower in bankruptcy may be able to limit or delay our ability to collect unpaid rent in the case of a lease or to receive unpaid principal and/or interest in

213、the case of a mortgage loan and to exercise other rights and remedies.We may be required to fund certain expenses(e.g.real estate taxes,maintenance and capital improvements)to preserve the value of a property,avoid the imposition of liens on a property and/or transition a property to a new tenant or

214、 borrower.In some instances,we have terminated our lease with a tenant and leased the facility to another tenant.In some of those situations,we provided working capital loans to,and limited indemnification of,the new tenant.If we cannot transition a leased facility to a new tenant,we may take posses

215、sion of that property,which may expose us to certain successor liabilities.Should such events occur,our revenue and operating cash flow may be adversely affected.We are exposed to risks related to governmental regulations and payors,principally Medicare and Medicaid,and the effect that lower reimbur

216、sement rates would have on our tenants and borrowers business.Our tenants and borrowers businesses are affected by government reimbursement and the rates paid by private pay sources.To the extent that any of our facilities receive a significant portion of their revenues from governmental payors,prim

217、arily Medicare and Medicaid,such revenues may be subject to statutory and regulatory changes,retroactive rate adjustments,recovery of program overpayments or set-offs,administrative rulings,policy interpretations,payment or other delays by fiscal intermediaries,government funding restrictions(at a p

218、rogram level or with respect to specific facilities)and interruption or delays in payments due to any ongoing governmental investigations and audits at such facilities.In recent years,governmental payors have frozen or reduced payments to health care providers due to budgetary pressures.Such reducti

219、ons in Medicare reimbursement will have an adverse effect on the financial operations of our borrowers and lessees who operate SNFs.Changes in health care reimbursement will likely continue to be of paramount importance to federal and state programs.We cannot make any assessment as to the ultimate t

220、iming or effect any future legislative reforms may have on the financial condition of the health care industry.There can be no assurance that adequate reimbursement levels will continue to be available for services provided by any facility operator,whether the facility receives reimbursement from Me

221、dicare,Medicaid or private pay sources.Significant limits on the scope of services reimbursed and on reimbursement rates and fees could have a material adverse effect on an operators liquidity,financial condition and results of operations,which could adversely affect the ability of an operator to me

222、et its obligations to us.In addition,the replacement of an operator that has defaulted on its lease or loan could be delayed by the approval process of any federal,state or local agency necessary for the transfer of the facility or the replacement of the operator licensed to manage the facility.We a

223、re 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.ALF and SNF operators have experienced substantial increases in both the number and size of patient care liability claims in recent years,pa

224、rticularly in the states of Texas and Florida.As a result,general and professional liability costs have increased and may continue to increase.Nationwide,long-term care liability insurance rates are increasing because of large jury awards in states like Texas and Florida.Both Texas and Florida have

225、now adopted SNF liability laws that modify or limit tort damages.Despite 16some of these reforms,the long-term care industry overall continues to experience very high general and professional liability costs.Insurance companies have responded to this claims crisis by severely restricting their capac

226、ity to write long-term care general and professional liability policies.No assurance can be given that the climate for long-term care general and professional liability insurance will improve in any of the foregoing states or any other states where the facility operators conduct business.Insurance c

227、ompanies may continue to reduce or stop writing general and professional liability policies for ALFs and SNFs.Thus,general and professional liability insurance coverage may be restricted,very costly or not available,which may adversely affect the facility operators future operations,cash flows and f

228、inancial condition and may have a material adverse effect on the facility operators ability to meet their obligations to us.We are exposed to risks related to environmental laws and the costs associated with liabilities related to hazardous substances.Under various federal and state laws,owners or o

229、perators of real property may be required to respond to the release of hazardous substances on the property and may be held liable for property damage,personal injuries or penalties that result from environmental contamination.These laws also expose us to the possibility that we may become liable to

230、 reimburse the government for damages and costs it incurs in connection with the contamination.Generally,such liability attaches to a person based on the persons relationship to the property.Our tenants or borrowers are primarily responsible for the condition of the property and since we are a passi

231、ve landlord,we do not“participate in the management”of any property in which we have an interest.Moreover,we review environmental site assessment of the properties that we purchase or encumber prior to taking an interest in them.Those assessments are designed to meet the“all appropriate inquiry”stan

232、dard,which qualifies us for the innocent purchaser defense if environmental liabilities arise.Based upon such assessments,we do not believe that any of our properties are subject to material environmental contamination.However,environmental liabilities,including mold,may be present in our properties

233、 and we may incur costs to remediate contamination,which could have a material adverse effect on our business or financial condition.We are exposed to the risk that we may not be fully indemnified by our lessees and borrowers against future litigation.Our leases require that the lessee name us as an

234、 additional insured party on the tenants insurance policy in regard to claims made for professional liability or personal injury.The leases also require the tenant to indemnify and hold us harmless for all claims arising out of or incidental to the occupancy and use of each facility.We cannot give a

235、ny assurance that these protective measures will completely eliminate any risk to us related to future litigation,the costs of which could have a material adverse impact on us.We depend on the success of our future acquisitions and investments.We are exposed to the risk that our future acquisitions

236、may not prove to be successful.We could encounter unanticipated difficulties and expenditures relating to any acquired properties,including contingent liabilities,and newly acquired properties might require significant management attention that would otherwise be devoted to our existing business.If

237、we agree to provide construction funding to a borrower and the project is not completed,we may need to take steps to ensure completion of the project or we could lose the property.Moreover,if we issue equity securities or incur additional debt,or both,to finance future acquisitions,it may reduce our

238、 per share financial results.These costs may negatively affect our results of operations.We depend on our ability to reinvest cash in real estate investments in a timely manner and on acceptable terms.From time to time,we will have cash available from(1)the proceeds of sales of our securities,(2)pri

239、ncipal payments on our notes receivable and(3)the sale of properties,including tenant purchase option exercises,under the terms of master leases or similar financial support arrangements.We must reinvest these proceeds,on a timely basis,in health care investments or in qualified short-term investmen

240、ts.We compete for real estate investments with a broad variety of potential investors.This competition for attractive investments may negatively affect our ability to make timely investments on terms acceptable to us.Delays in acquiring properties may negatively impact revenues and the amount of dis

241、tributions to stockholders.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 operate with a policy of incurring debt when,in the opinion of our Board of Directors,it is advisable.Currently,we believe that our current

242、 liquidity,availability under our unsecured credit facility,and our capacity to service additional debt will enable us to meet our obligations,including dividends,and continue to make investments in healthcare real estate.While we currently have a very low debt ratio,in the future,we may increase ou

243、r borrowings.We may incur additional debt by borrowing under our unsecured credit facility,mortgaging properties we own and/or issuing debt securities in a public offering or in a private transaction.We believe we will be able to raise additional debt and equity capital at reasonable costs to refina

244、nce our existing indebtedness at or prior to its maturity.Our ability to raise reasonably priced capital is not guaranteed;we may be unable to raise reasonably priced 17capital because of reasons related to our business or for reasons beyond our control,such as market conditions.If our access to cap

245、ital becomes limited,it could have an impact on our ability to refinance our debt obligations,fund dividend payments,acquire properties and fund acquisition activities.We have covenants related to our indebtedness which impose certain operational limitations and a breach of those covenants could mat

246、erially adversely affect our financial condition and results of operations.The terms of our current indebtedness as well as debt instruments that the Company may enter into in the future are subject to customary financial and operational covenants.Among other things,these provisions require us to ma

247、intain certain financial ratios and minimum net worth and impose certain limits on our ability to incur indebtedness,create liens and make investments or acquisitions.Our continued ability to incur debt and operate our business is subject to compliance with these covenants,which limit operational fl

248、exibility.Breaches of these covenants could result in a default under applicable debt instruments,even if payment obligations are satisfied.Financial and other covenants that limit our operational flexibility,as well as defaults resulting from a breach of any of these covenants in our debt instrumen

249、ts,could have a material adverse effect on 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.Real estate investments are relatively i

250、lliquid and,therefore,our ability to quickly sell or exchange any of our properties in response to changes in economic and other conditions may be limited.All of our properties are special purpose properties that cannot be readily converted to general residential,retail or office use.Facilities that

251、 participate in Medicare or Medicaid must meet extensive program requirements,including physical plant and operational requirements,which are revised from time to time.Transfers of operations of facilities are subject to regulatory approvals not required for transfers of other types of commercial op

252、erations and other types of real estate.Thus,if the operation of any of our properties becomes unprofitable due to competition,age of improvements or other factors such that our lessee or borrower becomes unable to meet its obligations on the lease or mortgage loan,the liquidation value of the prope

253、rty may be less than the net book value or the amount owed on any related mortgage loan,because the property may not be readily adaptable to other uses.The sale of the property or the replacement of an operator that has defaulted on its lease or loan could also be delayed by the approval process of

254、any federal,state or local agency necessary for the transfer of the property or the replacement of the operator with a new operator licensed to manage the facility.No assurances can be given that we will recognize full value for any property that we are required to sell for liquidity reasons.Should

255、such events occur,our results of operations and cash flows could be adversely affected.When interest rates increase,our common stock may decline in price.Our common stock,like other dividend stocks,is sensitive to changes in market interest rates.In response to changing interest rates the price of o

256、ur common stock may behave like a long-term fixed-income security and,compared to shorter-term instruments,may have more volatility.A wide variety of market factors can cause interest rates to rise,including central bank monetary policy,an uptick in inflation and changes in general economic conditio

257、ns.The risks associated with increasing rates are intensified given that interest rates have been near historic lows but may be expected to increase in the future,with unpredictable effects on the markets and on the price of our common stock.Consequential effects of a general rise in interest rates

258、may hamper our access to capital markets,affect the liquidity of our underlying investments in real estate,and,by extension,limit managements effective range of responses to changing tenant circumstances or in answer to investment opportunities.Limited operational alternatives may further hinder our

259、 ability to maintain or increase our dividend,and the market price of our common stock may experience further declines as the result.Certain tenants/operators 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 te

260、nants/operators 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.The successful performance of our real estate investments is materially dependent on the financia

261、l stability of our tenants/operators.As of December 31,2017,approximately 60%of our total revenue is generated by Holiday(16%),Senior Living(16%),Bickford(15%),and NHC(13%).Lease or interest payment defaults by these or other tenants/operators or declines in their operating performance could materia

262、lly and adversely affect our business,financial condition and results of operations and our ability to make distributions to our stockholders.In the event of a tenant default,we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment and

263、 re-leasing our property.Further,we cannot assure you that we will be able to re-lease the property for the rent previously received,or at all,or that lease terminations will not cause us to sell the property at a loss.The result of any of the foregoing risks could materially and adversely affect ou

264、r business,financial conditions and results of operations and our ability to make distributions to our stockholders.18We depend on revenues derived mainly from fixed rate investments in real estate assets,while a portion of our debt used to finance those investments bear interest at variable rates.T

265、his circumstance creates interest rate risk to the Company.Our business model assumes that we can earn a spread between the returns earned from our investments in real estate as compared to our cost of capital,including debt and/or equity.Current interest rates on our debt are at historically low le

266、vels,and,as a result,the spread and our profitability on our investments have been at high levels.We are exposed to interest rate risk in the potential for a narrowing of our spread and profitability if interest rates increase in the future.Certain of our debt obligations are floating rate obligatio

267、ns with interest rates that vary with the movement of LIBOR or other indexes.Our revenues are derived mainly from fixed rate investments in real estate assets.Although our leases generally contain escalating rent clauses that provide a partial hedge against interest rate fluctuations,if interest rat

268、es rise,our interest costs for our existing floating rate debt and any new debt we incur would also increase.This increasing cost of debt could reduce our profitability by increasing the cost of financing our existing portfolio and our investment activity.Rising interest rates could limit our abilit

269、y to refinance existing debt upon maturity or cause us to pay higher rates upon refinancing.We manage a portion of our exposure to interest rate risk by accessing debt with staggered maturities and through the use of derivative instruments,such as interest rate swap agreements with major financial i

270、nstitutions.Increased interest rates may also negatively affect the market price of our common stock and increase the cost of new equity capital.We are exposed to the risk that our assets may be subject to impairment charges.Each quarter we evaluate our real estate investments and other assets for i

271、mpairment indicators.The judgment regarding the existence of impairment indicators is based on factors such as market conditions,operator performance and legal structure.If we determine that a significant impairment has occurred,we would be required to make an adjustment to the net carrying value of

272、 the asset,which could have a material adverse effect on our reported results of operations in the period in which the impairment charge occurs.We depend on the ability to continue to qualify for taxation as a Real Estate Investment Trust.We intend to operate as a REIT under the Internal Revenue Cod

273、e of 1986,as amended(the“Internal Revenue Code”)and believe we have and will continue to operate in such a manner.Since REIT qualification requires us to meet a number of complex requirements,it is possible that we may fail to fulfill them,and if we do,our earnings will be reduced by the amount of f

274、ederal taxes owed.A reduction in our earnings would affect the amount we could distribute to our stockholders and the market price of our common stock.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 transa

275、ction 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.Our charter,subject to certain exceptions,contains restrictions on the ownership and transfer of our common and preferred stock that are intended to as

276、sist us in preserving our qualification as a REIT.Our charter provides that any transfer that would cause NHI to be beneficially owned by fewer than 100 persons or would cause NHI to be“closely held”under the Internal Revenue Code would be void,which,subject to certain exceptions,results in no perso

277、n or entity being allowed to own,actually or constructively,more than 9.9%of the outstanding shares of our stock.Our Board of Directors,in its sole discretion,may exempt a proposed transferee from the ownership limit and such an exemption has been granted through Excepted Holder Agreements to member

278、s of the Carl E.Adams family.Based on the Excepted Holder Agreements currently outstanding,the individual ownership limit for all other stockholders is approximately 7.5%.Our charter gives our Board of Directors broad powers to prohibit and rescind any attempted transfer in violation of the ownershi

279、p limits.These ownership limits 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

280、 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.The Maryland Business Combination Act provides that,unless exempted,a Maryland cor

281、poration may not engage in business combinations,including mergers,dispositions of 10%or more of its assets,issuances of shares of stock and other specified transactions with an“interested stockholder”or an affiliate of an interested stockholder for five years after the most recent date on which the

282、 interested stockholder became an interested stockholder,and thereafter,unless specified criteria are met.An interested stockholder is generally a person owning or controlling,directly or indirectly,10%or more of the voting power of the outstanding stock of a Maryland corporation.Unless our Board of

283、 Directors takes action to exempt us,generally or with respect to certain 19transactions,from this statute in the future,the Maryland Business Combination Act will be applicable to business combinations between us and other persons.The Companys charter and bylaws also contain certain provisions that

284、 could have the effect of making it more difficult for a third party to acquire,or discouraging a third party from attempting to acquire,control of the Company.Such provisions could limit the price that certain investors might be willing to pay in the future for the common stock.These provisions inc

285、lude a staggered board of directors,blank check preferred stock,and the application of Maryland corporate law provisions on business combinations and control shares.The foregoing matters may,together or separately,have the effect of discouraging or making more difficult an acquisition or change of c

286、ontrol of the Company.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,stora

287、ge 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 wi

288、th 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 fra

289、ud 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 acc

290、ess,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

291、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 m

292、isuses 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,

293、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.Other risks.See the notes to the consolidated financial statements,“Business”under Item 1 and“Legal

294、Proceedings”under Item 3 herein for a discussion of various governmental regulations and operating factors relating to the health care industry and other factors and the risks inherent in them.You should carefully consider each of the foregoing risks before making any investment decisions in the Com

295、pany.These risks and uncertainties are not the only ones facing us.There may be additional risks that we do not presently know of or that we currently deem immaterial.If any of the risks actually occur,our business,financial condition or results of operations could be materially adversely affected.I

296、n that case,the trading price of our shares of stock could decline,and you may lose all or part of your investment.Given these risks and uncertainties,we can give no assurance that any forward-looking statements will,in fact,occur and,therefore,caution investors not to place undue reliance on them.I

297、TEM 1B.UNRESOLVED STAFF COMMENTS.None.20ITEM 2.PROPERTIES OWNED OR ASSOCIATED WITH MORTGAGE LOAN INVESTMENTS AS OF DECEMBER 31,2017 PROPERTIES OWNEDLocationSHOSNFHOSP&MOBInvestmentAlabama12$17,260,000Arkansas249,789,000Arizona4122,835,000California91183,723,000Connecticut3131,056,000Florida7101211,7

298、53,000Georgia5112,224,000Iowa1063,593,000Idaho429,373,000Illinois14205,910,000Indiana874,584,000Kansas242,072,000Kentucky1120,746,000Louisiana539,569,000Massachusetts413,730,000Maryland19,471,000Michigan640,938,000Minnesota421,400,000Missouri1527,757,000North Carolina6133,710,000Nebraska433,427,000N

299、ew Hampshire323,687,000New Jersey124,380,000Ohio476,586,000Oklahoma255,737,000Oregon83134,571,000South Carolina74337,510,000Tennessee6161100,198,000Texas2181275,211,000Virginia3134,196,000Washington697,250,000Wisconsin120,359,000136685$2,664,605,000Corporate Office1,298,000$2,665,903,000ASSOCIATED W

300、ITH MORTGAGE LOAN INVESTMENTSLocationSHOSNFInvestmentFlorida1$10,000,000Illinois111,096,000Michigan14,462,000New Hampshire19,908,000Virginia47,839,000Washington154,805,00054$98,110,0002110-YEAR LEASE EXPIRATIONSThe following table provides additional information on our leases which are scheduled to

301、expire based on the maturity datecontained in the most recent lease agreement or extension.We expect that,prior to maturity,we will negotiate new terms of a lease to either the current tenant or another qualified operator.AnnualizedPercentage ofLeasesRentableNumberGross Rent*AnnualizedYear ExpiringS

302、quare Feet*of Units/Beds(in thousands)Gross Rent2018188$4470.2%2019104709,0033.7%2020627,0172242,9771.2%202123441,9620.8%202241564,1681.7%20231585213,5585.6%2024106747,0092.9%20251061,5006478,1053.4%2026324,62432,55913.5%202777729,8564.1%Thereafter11211,433151,90462.9%*Rentable Square Feet represent

303、s total square footage in two MOB investments.*Annualized Gross Rent refers to the amount of lease revenue that our portfolio would have generated in 2017 if all leases were in effect for the twelve-monthcalendar year,regardless of the commencement date,maturity date,or renewals.ITEM 3.LEGAL PROCEED

304、INGSOur 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 enviro

305、nmental 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 o

306、ur financial condition,results of operations or cash flows.ITEM 4.MINE SAFETY DISCLOSURESNot Applicable22PART II.ITEM 5.MARKET FOR REGISTRANTS COMMON EQUITY,RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.The Companys charter contains certain provisions which are designed to en

307、sure that the Companys status as a REIT is protected for federal income tax purposes.One of these provisions provides that any transfer that would cause NHI to be beneficially owned by fewer than 100 persons or would cause NHI to be“closely held”under the IRS Code would be void,which,subject to cert

308、ain exceptions,results in no stockholder being allowed to own,either directly or indirectly pursuant to certain tax attribution rules,more than 9.9%of the Companys stock.In 1991,the Board created an exception to this ownership limitation for Dr.Carl E.Adams,his spouse,Jennie Mae Adams,and their line

309、al descendants.Effective May 12,2008,we entered into Excepted Holder Agreements with W.Andrew Adams and certain members of his family.These written agreements are intended to restate and replace the parties prior verbal agreement.Based on the Excepted Holder Agreements currently outstanding,the indi

310、vidual ownership limit for all other stockholders is approximately 7.5%.Our charter gives our Board of Directors broad powers to prohibit and rescind any attempted transfer in violation of the ownership limits.These agreements were entered into in connection with the Companys announcement in 2008 of

311、 a stock purchase program pursuant to which the Company purchased 194,100 shares of its common stock in the public market from its stockholders.A separate agreement was entered into severally with the spouse and children of Dr.Carl E.Adams and others within Mr.W.Andrew Adams family.We needed to ente

312、r into such an agreement with each family member because of the complicated ownership attribution rules under the Internal Revenue Code.The agreement permits the Excepted Holders to own stock in excess of 9.9%up to the limit specifically provided in the individual agreement and not lose rights with

313、respect to such shares.However,if the stockholders stock ownership exceeds the limit,then such shares in excess of the limit become“Excess Stock”and lose voting rights and entitlement to receive dividends.The Excess Stock classification remains in place until the stockholder no longer exceeds the th

314、reshold limit specified in the Agreement.The purpose of these agreements is to ensure that the Company does not violate the prohibition against a REIT being closely held.W.Andrew Adams Excess Holder Agreement also provides that he will not own shares of stock in any tenant of the Companyif such owne

315、rship would cause the Company to constructively own more than a 9.9%interest in such tenant.Again,this prohibition is designed to protect the Companys status as a REIT for tax purposes.In order to qualify for the beneficial tax treatment accorded to a REIT,we must make distributions to holders of ou

316、r common stock equal on an annual basis to at least 90%of our REIT taxable income(excluding net capital gains),as defined in the Internal Revenue Code.Cash available for distribution to our stockholders is primarily derived from interest payments received on our notes and from rental payments receiv

317、ed under our leases.All distributions will be made by us at the discretion of the Board of Directors and will depend on our cash flow and earnings,our financial condition,bank covenants contained in our financing documents and such other factors as the Board of Directors deems relevant.Our REIT taxa

318、ble income is calculated without reference to our cash flow.Therefore,under certain circumstances,we may not have received cash sufficient to pay our required distributions.Our common stock is traded on the New York Stock Exchange under the symbol“NHI”.As of February 14,2018,there were approximately

319、 726 holders of record of shares and approximately 26,354 beneficial owners of shares.High and low stock prices of our common stock on the New York Stock Exchange and dividends declared for the last two years were:20172016Sales PriceCashDividendsDeclaredSales PriceCashDividendsDeclaredQuarter EndedH

320、ighLowHighLowMarch 31$79.93$68.96$.95$67.26$54.51$.90June 30$79.73$71.06$.95$75.11$65.04$.90September 30$81.21$74.62$.95$82.53$74.85$.90December 31$81.60$75.07$.95$79.09$66.31$.90The closing price of our stock on February 14,2018 was$63.33.23We currently maintain two equity compensation plans:the 20

321、05 Stock Option,Restricted Stock and Stock Appreciation Rights Plan(“the 2005 Plan”)and the 2012 Stock Incentive Plan(“the 2012 Plan”).These plans,as amended,have been approved by our stockholders.The following table provides information as of December 31,2017 about our common stock that may be issu

322、ed upon the exercise of options under our existing equity compensation plans.Number of securities tobe issued upon exerciseof outstanding options,warrants and rightsWeighted-averageexercise price ofoutstanding options,warrants and rightsNumber of securities remainingavailable for future issuanceunde

323、r equity compensation plans(excluding securities reflected inthe first column)Equity compensation plans approvedby security holders859,182$70.11951,66811These shares remain available for grant under the 2012 Plan.The following graph demonstrates the performance of the cumulative total return to the

324、stockholders of our common stock during the previous five years in comparison to the cumulative total return on the MSCI US REIT Index and the Standard&Poors 500 Stock Index.The MSCI US REIT Index is a free float-adjusted market capitalization weighted index that is comprised of Equity REIT securiti

325、es.The MSCI US REIT Index includes securities with exposure to core real estate(e.g.residential and retail properties)as well as securities with exposure to other types of real estate(e.g.casinos,theaters).201220132014201520162017NHI$100.00$104.04$136.08$124.61$159.77$170.62MSCI$100.00$102.47$133.60

326、$136.97$149.32$156.29S&P 500$100.00$132.39$150.51$152.60$172.30$208.1424ITEM 6.SELECTED FINANCIAL DATA.The following table represents our financial information for the five years ended December 31,2017.This financial information has been derived from our historical financial statements including tho

327、se for the most recent three years included elsewhere in this Annual Report on Form 10-K and should be read in conjunction with those consolidated financial statements,accompanying footnotes and Managements Discussion and Analysis of Financial Condition and Results of Operations in Item 7.(in thousa

328、nds,except share and per share amounts)Years Ended December 31,STATEMENT OF INCOME DATA:20172016201520142013Revenues$278,659$248,460$228,948$177,469$117,788Income from continuing operations159,365152,716150,314103,05279,498Discontinued operations:Income from operations-discontinued5,426Gain on sales

329、 of real estate22,258Net income159,365152,716150,314103,052107,182Net income attributable to noncontrolling interest(1,176)(1,452)(1,443)(999)Net income attributable to common stockholders$159,365$151,540$148,862$101,609$106,183PER SHARE DATA:Basic earnings per common share:Income from continuing op

330、erations$3.90$3.88$3.96$3.04$2.77Discontinued operations.97Net income attributable to common stockholders$3.90$3.88$3.96$3.04$3.74Diluted earnings per common share:Income from continuing operations$3.87$3.87$3.95$3.05$2.77Discontinued operations.97Net income attributable to common stockholders$3.87$

331、3.87$3.95$3.05$3.74OTHER DATA:Common shares outstanding,end of year41,532,15439,847,86038,396,72737,485,90233,051,176Weighted average common shares:Basic40,894,21939,013,41237,604,59433,375,96628,362,398Diluted41,151,45339,155,38037,644,17133,416,01428,397,702Regular dividends declared per common sh

332、are$3.80$3.60$3.40$3.08$2.90BALANCE SHEET DATA:(at year end)Real estate properties,net$2,285,701$2,159,774$1,836,807$1,776,549$1,247,740Mortgages and other notes receivable,net$141,486$133,493$133,714$63,630$60,639Investments in preferred stock and marketable securities$72,744$53,635$50,782Assets he

333、ld for sale,net$1,346$Total assets$2,545,821$2,403,633$2,133,218$1,982,960$1,455,820Debt$1,145,497$1,115,981$914,443$862,726$617,080Total equity$1,322,117$1,209,590$1,142,460$1,049,933$777,16025ITEM 7.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.The following discussion and analysis is based primarily on the consolidated financial statements of National Heal