National Health Investors Inc. (NHI) 2024年年度報告「AMEX」.pdf

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1、ANNUAL REPORT Dear Fellow Stockholders On behalf of our Board of Directors and everyone at NHI,I want to thank you for your continued investment and confidence in the Company.Our 2024 annual results marked a return to growth as we increased Nareit Funds from Operations(“FFO”),Normalized FFO,and Fund

2、s Available for Distribution for the first time since 2020.The performance was driven by strong contributions from both organic initiatives as well as external investment activity and surpassed our initial expectations.In 2024,NHIs Total Shareholder Return(“TSR”)was 30.6%which significantly outperfo

3、rmed the Nareit Healthcare REIT Index.This was a continuation of strong TSR as we have outperformed this index measured over the 3-year and 5-year periods as well.The hard work performed during the portfolio optimization years contributed meaningfully to 2024.This included over$11 million in total d

4、eferral repayments and improved EBITDARM coverage across our asset classes.The Senior Housing Operating Portfolio(“SHOP”)NOI increased by approximately 32%with meaningful improvements in occupancy and the operating margin.From a capital allocation perspective,we announced investments of over$235 mil

5、lion at an average yield of approximately 8.6%.This was our most active year since 2019,and the momentum continues to build.The strength in our financial profile positions NHI well to deploy capital for future investments and creates a significant strategic advantage as the supply of capital is shri

6、nking just as demand is increasing.We capitalized on the equity markets during 2024,raising net proceeds of approximately$262 million on a forward basis of which approximately$119 million remains available to settle at December 31,2024.Our leverage improved throughout the year as our net debt-to adj

7、usted EBITDA decreased from 4.5x in 2023 to 4.1x in 2024.In addition to the investments announced last year,we have already closed on$136.4 million in investments in 2025 and have an active pipeline beyond that.The Company and the Board take information received from our stockholders very seriously.

8、As such,the Board has made significant changes over the last several years which reflect its commitment to its fiduciary responsibility and in direct response to engagement with its stockholders.Since first expanding in 2020,the Board has grown from four directors to eight with female representation

9、 growing from 0%to 37.5%and the average tenure decreasing from 21 years to seven years.The Board has made several changes over the last several years which we believe enhances its effectiveness and stockholder value.Some of these enhancements include the following:Creation of a Special Committee of

10、Non-Interested Directors to advise on the ongoing master lease negotiations withNational HealthCare Corporation;The addition of Candice W.Todd and Robert W.Chapin,Jr.as new independent directors in January 2025 andMarch 2025,respectively;Appointments of Tracy M.J.Colden to chair the Nominating and C

11、orporate Governance Committee and CandiceW.Todd to chair the Audit Committee;Appointment of James Jobe as the chair of the Compensation Committee and subsequent engagement with a third-partycompensation consultant;andEstablishment of a management ESG Committee and pending publication of NHIs first a

12、nnual sustainability report.Additionally,we are following through on a commitment made last year with a proposal on this years proxy to remove the classified board structure which should lead to continued Board refreshment.As we move into the future,it is important that we pay tribute to the leaders

13、 that have helped to shape our current strong position.Two of our founding members,Andy Adams and Robert Webb,recently retired from the Board.We thank them both for their long-serving guidance and support which have been instrumental to NHIs growth from its inception.We are pleased with the executio

14、n in 2024 and very optimistic that 2025 will be an even more productive year.We have the capacity and ability to move more quickly than other capital providers to the sector who have either scaled back their exposure or exited the industry entirely.As operators rush to take advantage of the most fav

15、orable industry fundamentals in the history of senior housing,NHI is competitively positioned as the partner of choice which convinces us that we are in the early days of multiple years of exceptional growth.We appreciate your support and investment in NHI,and we are committed to delivering superior

16、 stockholder performance in return for that support and investment.Best,Eric Mendelsohn President and Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934

17、For the fiscal year ended December 31,2024 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _ to _ Commission File Number 001-10822 National Health Investors,Inc.(Exact name of registrant as specified in its charter)Maryland 62-14

18、70956(State or other jurisdiction of incorporation or organization)(I.R.S.Employer Identification No.)222 Robert Rose Drive Murfreesboro Tennessee 37129(Address of principal executive offices)(Zip Code)(615)890-9100(Registrants telephone number,including area code)Securities registered pursuant to S

19、ection 12(b)of the Act:Title of each Class Trading Symbol(s)Name of each exchange on which registered Common Stock,$0.01 par value NHI New York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as de

20、fined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Sec

21、urities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically ever

22、y Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit such files)Yes No Indicate by check mark whether the registrant is a large accelerated

23、filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer”,“accelerated filer,”“smaller reporting company”and“emerging growth company”in Rule 12b-2 of the Exchange Act Large Accelerated Filer Accelerate

24、d filer Emerging growth company Non-accelerated filer Smaller reporting 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 Secti

25、on 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public a

26、ccounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.Indic

27、ate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to Section 240.10D-1(b).Indicate by check mark whether the re

28、gistrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No The aggregate market value of shares of common stock held by non-affiliates on June 30,2024(based on the closing price of these shares on the New York Stock Exchange)was approximately$2,806,597,661.There were 45,687,942

29、 shares of the registrants common stock outstanding as of February 19,2025.DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrants definitive proxy statement for its 2025 annual meeting of stockholders are incorporated by reference into Part III,Items 10,11,12,13,and 14 of this Annual Report

30、 on Form 10-K.2 Table of Contents Page Part I.Cautionary Statement Regarding Forward Looking Statements.3 Summary Risk Factors 3 Item 1.Business.5 Item 1A.Risk Factors.20 Item 1B.Unresolved Staff Comments.35 Item 1C.Cybersecurity 35 Item 2.Properties.37 Item 3.Legal Proceedings.38 Item 4.Mine Safety

31、 Disclosures.39 Part II.Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities.40 Item 6.Reserved.42 Item 7.Managements Discussion and Analysis of Financial Condition and Results of Operations.43 Item 7A.Quantitative and Qualitative Disclosu

32、res About Market Risk.62 Item 8.Financial Statements and Supplementary Data.70 Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.108 Item 9A.Controls and Procedures.108 Item 9B.Other Information.112 Item 9C.Disclosure Regarding Foreign Jurisdictions that Pre

33、vent Inspections.112 Part III.Item 10.Directors,Executive Officers and Corporate Governance.113 Item 11.Executive Compensation.113 Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.113 Item 13.Certain Relationships and Related Transactions,and Dir

34、ector Independence.113 Item 14.Principal Accountant Fees and Services.113 Part IV.Item 15.Exhibits and Financial Statement Schedules.113 Exhibit Index.114 Item 16.Summary 118 Signatures.119 3 PART I.Unless the context otherwise requires,references throughout this document to“NHI”or the“Company”inclu

35、de 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(“Annual Report”)has been written in the first person.In this document,the words“we”,“our”,“ours”and“us”refer only to

36、 National Health Investors,Inc.and its consolidated subsidiaries and not any other person.Cautionary Statement Regarding Forward-Looking Statements This Annual Report and other materials we have filed or may file with the Securities and Exchange Commission,as well as information included in oral sta

37、tements made,or to be made,by our senior management contain certain“forward-looking”statements as that term is defined by the Private Securities Litigation Reform Act of 1995.All statements regarding our expected future financial position,results of operations,cash flows,funds from operations,contin

38、ued performance improvements,ability to service and refinance our debt obligations,ability to finance growth opportunities,and similar statements including,without limitation,those containing words such as“may”,“will”,“should,”“would,”“believes”,“anticipates”,“expects”,“intends”,“estimates”,“plans”,

39、“likely”and other similar expressions are forward-looking statements.Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking statements.For a disc

40、ussion of some of the risks and uncertainties,although not all risks and uncertainties,that could cause our actual results to differ materially from those presented in our forward-looking statements,see the risks identified in“Summary Risk Factors”below.In addition,see“Item 1A.Risk Factors,”the note

41、s to the consolidated financial statements,and“Item 1.Business,”in this Annual Report for a further discussion of factors that could cause our future results to differ materially from any forward-looking statements.You should carefully consider these risks before making any investment decisions in t

42、he Company.These risks and uncertainties are not the only ones facing the Company.There may be additional risks that we do not presently know of or that we currently deem immaterial.If any of the risks actually occur,our business,financial condition,results of operations,or cash flows could be mater

43、ially and adversely affected.In that case,the trading price of our common stock could decline and you may lose part or all of your investment.Our forward-looking statements speak only as of the date made and we expressly disclaim any responsibility to update our forward-looking statements,whether as

44、 a result of new information,future events,or otherwise,except as required by law.Given these risks and uncertainties,we can give no assurance that these forward-looking statements will,in fact,occur and,therefore,caution investors not to place undue reliance on them.Summary Risk Factors Our busines

45、s is subject to significant risks and uncertainties that make an investment in us speculative and risky.Below we summarize what we believe are the principal risk factors,but these risks are not the only ones we face,and you should carefully review and consider the full discussion of our risk factors

46、 in the section titled“Risk Factors”in Part I,Item 1A of this Annual Report,together with the other information in this Annual Report.If any of the following risks,or any other risks and uncertainties that are not addressed below or elsewhere in this Annual Report or that we have not yet identified,

47、actually occur,our business,financial condition and results of operations could be materially adversely affected,and the value of our securities could decline.Risk Related to Our Managers,Tenants and Borrowers *We depend on the operating success of our managers,tenants and borrowers and if their fin

48、ancial condition or business prospects deteriorate,our financial condition and results of operations could be adversely affected;*Our managers,tenants and borrowers may become subject to bankruptcy or insolvency proceedings;*A small number of tenants in our portfolio account for a significant percen

49、tage of the rent we expect to generate from our portfolio,and the failure of any of these tenants to meet their obligations to us could materially and adversely affect our business,financial condition and results of operations;*Actual or perceived risks associated with pandemics,epidemics or outbrea

50、ks have had and may in the future have a material adverse effect on our managers,tenants and borrowers businesses and results of operations;*A member of our Board of Directors is also the chairperson of the board of directors of National HealthCare Corporation(“NHC”),and his interests may differ fro

51、m those of our stockholders;*We are exposed to risks related to governmental regulation and payors,principally Medicare and Medicaid,and the effect of changes to laws,regulations and reimbursement rates on our tenants and borrowers business;*The cash flows of our managers,tenants and borrowers may b

52、e adversely affected by increased liability claims and liability insurance costs;4*We may not be fully indemnified by our managers,tenants and borrowers against future litigation;Risks Related to Our Business and Operations *We depend on the success of property development and construction activitie

53、s,which may fail to achieve the operating results we expect;*The illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;*Our investments are concentrated in healthcare properties;*We are subject to risks related to our inves

54、tment with Life Care Services for Timber Ridge,an entrance-fee continuing care retirement community(“CCRC”),associated with Type A benefits offered to the residents of the CCRC and the related accounting requirements;*We are exposed to risks associated with our investments in Timber Ridge OpCo,LLC,i

55、ncluding our lack of sole decision-making authority,our reliance on the financial condition of other interests and related healthcare operations of the entity;*Inflation and increased interest rates may adversely affect our financial condition and results of operations;*Adverse developments affectin

56、g the financial services industry,including events or concerns involving liquidity,defaults,or non-performance by financial institutions,could adversely affect our business,financial condition,results of operations,or prospects;*Adverse geopolitical developments could have a material adverse impact

57、on our business;*We are exposed to operational risks with respect to our senior housing operating portfolio(“SHOP”)structured communities;*A cybersecurity incident or other form of data breach involving Company information could cause a loss of confidential consumer and other personal information,gi

58、ve rise to remediation and other expenses,expose us to liability under privacy and security and consumer protection laws,subject us to federal and state governmental inquiries,damage our reputation,and otherwise be disruptive to our business;*We are exposed to risks related to environmental laws and

59、 the costs associated with liabilities related to hazardous substances;*We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change;*We depend on the success of our future acquisitions and investments;*We depend on ou

60、r ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;*Competition for acquisitions may result in increased prices for properties;*We depend on our ability to retain our management team and other personnel and attract suitable replacements should any such p

61、ersonnel leave;*We are exposed to the risk that our assets may be subject to impairment charges;*Our ability to raise capital through equity sales is dependent,in part,on the market price of our common stock,and our failure to meet market expectations with respect to our business,or other factors we

62、 do not control,could negatively impact such market price and availability of equity capital;*Settlement provisions contained in the August 2024 forward sale agreements and at-the-market forward sale agreements or any other forward sale agreement we may enter into could result in substantial dilutio

63、n to our earnings per share or result in substantial cash payment obligations;*In case of our bankruptcy or insolvency,any forward sale agreement then in effect will automatically terminate,and we would not receive the expected proceeds from such forward sale of shares of our common stock;*The U.S.f

64、ederal income tax treatment of the cash that we might receive from cash settlement of the forward sale agreements is unclear and could jeopardize our ability to meet the real estate investment trust(“REIT”)qualification requirements;Risks Related to Our Debt *We may need to refinance existing debt o

65、r incur additional debt in the future,which may not be available on terms acceptable to us;*We have covenants related to our indebtedness which impose certain operational limitations,and a breach of those covenants could materially adversely affect our financial condition and results of operations;*

66、Downgrades in our credit ratings could have a material adverse effect on our cost and availability of capital;*We rely on external sources of capital to fund future capital needs,and if we encounter difficulty in obtaining such capital,we may not be able to make future investments necessary to grow

67、our business or meet maturing commitments;5*We depend on revenues derived mainly from fixed rate investments in real estate assets,while a portion of our debt used to finance those investments bears interest at variable rates,which subjects us to interest rate risk;Risks Related to Our Status as a R

68、EIT *We depend on the ability to continue to qualify for taxation as a REIT for U.S.federal income tax purposes;*There are no assurances of our ability to pay dividends in the future;*Complying with REIT requirements may cause us to forego otherwise attractive acquisition opportunities or liquidate

69、otherwise attractive investments,which could materially hinder our performance;*Our ownership of and relationship with any taxable REIT subsidiaries that we have formed or will form will be limited and a failure to comply with the limits would jeopardize our REIT status and may result in the applica

70、tion of a 100%excise tax;*Legislative,regulatory,or administrative tax changes could adversely affect us or our security holders;Risks Related to Our Organizational Structure *We have ownership limits in our charter with respect to our common stock and other classes of capital stock which may delay,

71、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;and*We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder,delay or prevent a chang

72、e 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.ITEM 1.BUSINESS General National Health Investors,Inc.,established in 1991 as a Maryland corporation,is a self-managed R

73、EIT specializing in sale-leaseback,joint venture,and mortgage and mezzanine financing of need-driven and discretionary senior housing and medical facility investments.We operate through two reportable segments:Real Estate Investments and SHOP.Our Real Estate Investments segment consists of real esta

74、te investments,leases,and mortgage and other notes receivable in independent living facilities,assisted living facilities,entrance-fee communities,senior living campuses,skilled nursing facilities and hospitals.As of December 31,2024,our Real Estate Investments segment included gross investments of

75、approximately$2.6 billion in 172 healthcare real estate properties located in 31 states and leased primarily pursuant to triple-net leases to 27 tenants,consisting of 106 senior housing communities,65 skilled nursing facilities and one hospital.Our portfolio of 16 mortgages along with other notes re

76、ceivable totaled$289.2 million,excluding an allowance for expected credit losses of$20.2 million,as of December 31,2024.Our SHOP segment is comprised of two ventures that own the operations of independent living facilities.As of December 31,2024,we had gross investments of approximately$358.4 millio

77、n in 15 properties located in eight states with a combined 1,732 units that are operated on behalf of the Company by independent managers pursuant to the terms of separate management agreements that commenced April 1,2022.The third-party managers,or related parties of the managers,own equity interes

78、ts in the respective ventures.We fund our real estate investments primarily through:(1)operating cash flow,(2)debt offerings,including bank lines of credit and term debt,both unsecured and secured,and(3)the sale of equity securities.Our investments in real estate and mortgage loans are secured by re

79、al estate located within the United States.Information about revenues from our tenants,resident fees,and borrowers,and our net income,cash flows and balance sheet can be found in“Item 8.Financial Statements and Supplementary Data”of this Annual Report.Sources of Revenues Our revenues are derived pri

80、marily from rental income,mortgage and other notes receivable interest income and resident fees and services.During 2024,rental income was$257.0 million(76.7%),interest income from mortgage and other notes receivable was$23.7 million(7.1%),and resident fees and services from the SHOP investments wer

81、e$54.4 million(16.2%)for 6 total revenue of$335.2 million,an increase of 4.8%from 2023.Our revenues depend on the operating success of our managers,tenants and borrowers,whose sources and amounts of revenues are determined by(i)the licensed beds or other capacity of the facility,(ii)their occupancy

82、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.Classification of Properties in our Portfolio We

83、operate our business through two reportable segments:Real Estate Investments and SHOP.We classify all of the properties in our Real Estate Investments segment as either senior housing or medical facilities.Because our leases represent different underlying revenue sources and result in differing risk

84、 profiles,we further classify our senior housing properties as either need-driven(assisted living facilities and senior living campuses)or discretionary(independent living facilities and entrance-fee communities).Our SHOP segment is comprised of 15 independent living facilities located throughout th

85、e United States.Real Estate Investments Senior Housing As of December 31,2024,our Real Estate Investments segment included 106 senior housing properties(“SHO”)leased to operators and mortgage loans secured by ten SHOs.The SHOs in our Real Estate Investments segment are either need-driven or discreti

86、onary for end users and consist of assisted living facilities,senior living campuses,independent living facilities,and entrance-fee communities,which are more fully described below.Need-Driven Senior Housing Assisted Living Facilities.As of December 31,2024,our Real Estate Investments segment includ

87、ed 80 assisted living facilities(“ALF”)leased to operators and mortgage loans secured by eight 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,a

88、dministering medication and memory care services,we consider these facilities to be need-driven senior housing.On-site staff personnel are available to assist with minor medical needs on an as-needed basis.Operators of ALFs are typically paid from private sources without assistance from the governme

89、nt.ALFs may be licensed and regulated in some states,but generally do not require the issuance of a Certificate of Need(“CON”)as is often required for skilled nursing facilities(“SNFs”).Senior Living Campuses.As of December 31,2024,our Real Estate Investments segments included eight senior living ca

90、mpuses(“SLC”)leased to operators and a mortgage loan secured by one SLC.SLCs contain one or more buildings that typically include higher acuity level of care,for example,skilled nursing beds combined with an independent or assisted living facility that provides basic room and board functions for eld

91、erly residents.They may also provide assistance to residents with activities of daily living such as bathing,grooming and administering medication.On-site staff personnel are available to assist with minor medical needs on an as-needed basis.As the decision to transition to a SLC is typically more t

92、han 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-driven.Operators of SLCs are typically paid from private sources and from government programs such as Medicare and Medicaid for skilled nursing residents.SLCs may

93、 be licensed and regulated as nursing homes in some states and may also require a CON.Discretionary Senior Housing Independent Living Facilities.As of December 31,2024,our Real Estate Investments segment included seven independent living facilities(“ILF”)leased to operators.ILFs offer specially desi

94、gned 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 government payors.ILFs are generally,but

95、 not always,unlicensed facilities and do not require the issuance of a CON as required for SNFs.As ILFs typically do not provide assistance with activities of daily living,we consider the decision to transition to an ILF to be discretionary.Entrance-Fee Communities.As of December 31,2024,our Real Es

96、tate Investments segment included 11 entrance-fee communities(“EFCs”)leased to operators and a mortgage loan secured by one EFC.EFCs,frequently referred to as CCRCs,typically include a combination of detached cottages,an ILF,an ALF and an SNF on one campus.These 7 communities appeal to residents bec

97、ause there is no need to relocate when health and medical needs change.EFCs are classified as Type A,B,or C depending upon the amount of healthcare benefits included in the entrance fee.“Type A”EFCs,or“Lifecare”communities include substantially all future healthcare costs in the payment of an entran

98、ce fee and thereafter payment of a set monthly service fee.The entrance fee is divided into a refundable and non-refundable portion depending upon the residents chosen contract program.The service fee is determined at the time of move-in into an independent living(“IL”)unit and is subject to certain

99、 inflation-based adjustments regardless of the residents future care needs.A resident must move into an IL unit initially and not require care at the time of move-in.Thereafter,the residents care requirements from assisted living to memory care to skilled nursing are provided for.As of December 31,2

100、024,we had an investment in one Type A EFC community.“Type B”EFCs are communities providing a modified healthcare contract offering access to skilled nursing care but only paying for a maximum number of days.As of December 31,2024,we did not have any investments in a Type B EFC community.Finally,“Ty

101、pe C”EFCs,the classification applicable to ten communities in our Real Estate Investments segment and one community securing a mortgage loan,are fee-for-service communities,which do not provide any healthcare benefits and correspondingly have the lowest entrance fees.However,monthly fees may be high

102、er to reflect the current healthcare components delivered to each resident.EFC licensure is state-specific,but generally skilled nursing beds included in our EFC portfolio are subject to state licensure and regulation.Certain services may also require a CON.As the decision to transition to an EFC is

103、 typically made as a lifestyle choice and not as the result of a pressing medical concern,we consider the decision to transition to an EFC to be discretionary.Accordingly,the predominant source of revenue for operators of EFCs is from private payor sources.Medical As of December 31,2024,our Real Est

104、ate Investments segment included 66 medical facilities leased to operators and mortgage loans secured by six medical facilities.The medical facilities within our portfolio consist of SNFs and hospitals,which are more fully described below.Skilled Nursing Facilities.As of December 31,2024,our Real Es

105、tate Investments segment included 65 SNFs leased to operators and mortgage loans secured by five SNFs.SNFs provide some combination of skilled and intermediate nursing and rehabilitative care,including speech,physical and occupational therapy.The operators of the SNFs receive payment from a combinat

106、ion 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 levels.Operators in 9 of the 11 states in which we own SNFs must obtain a CON from the state before opening or expanding s

107、uch facilities.Some SNFs also include assisted living beds.As the decision to utilize the services of an SNF is typically made as the result of a pressing medical concern,we consider this to be a need-driven medical facility.Hospitals.As of December 31,2024,our Real Estate Investments segment includ

108、ed one hospital(“HOSP”)leased to an operator and a mortgage loan secured by one HOSP.HOSPs provide a wide range of inpatient and outpatient services,which may include acute psychiatric,behavioral and rehabilitation services,and are subject to extensive federal,state and local legislation and regulat

109、ion.HOSPs undergo periodic inspections regarding standards of medical care,equipment and hygiene as a condition of licensure.Services provided by HOSPs are generally paid for by a combination of private pay sources and government payors.As the decision to utilize the services of a HOSP is typically

110、made as the result of a pressing medical concern,we consider this to be a need-driven medical facility.Medical Office Building.As of December 31,2024,our Real Estate Investments segment included no medical office buildings(“MOB”).We have a$50.0 million mezzanine loan and security agreement with Mont

111、ecito Medical Real Estate for a fund that invests in medical real estate,including MOBs.Historically,our investment strategy has included owning and leasing MOBs whose tenants are primarily physicians and other medical practitioners.As the decision to utilize the services of an MOB is typically made

112、 as the result of a pressing medical concern,we consider this to be a need-driven medical facility.The MOB differs from conventional office buildings due to the special requirements of the tenants.Senior Housing Operating Portfolio As of December 31,2024,our SHOP segment included 15 ILFs with a comb

113、ined 1,732 units located throughout the United States,which we consider to be discretionary senior housing as discussed in more detail above.Nature of Investments 8 Our investments are typically structured as acquisitions of properties through purchase-leaseback transactions,acquisitions of properti

114、es from other real estate investors,loans,or operations through structures allowed by the REIT Investment Diversification and Empowerment Act(“RIDEA”)of 2007.We have provided construction loans for certain facilities for which we were already committed to provide long-term financing or for which the

115、 operator agreed to enter into a purchase option and lease with us upon completion of construction or after the facility is stabilized.The annual interest rates we receive on our mortgage,construction and mezzanine loans ranged between 6.0%and 12.0%during 2024.We believe our lease and loan terms are

116、 competitive within our peer group.Typical characteristics of our investment transactions are as follows:Leases.Our leases for the properties in our Real Estate Investments segment generally have an initial leasehold term of 10 to 15 years with one or more five-year tenant renewal options.The leases

117、 are“triple-net leases”under which the tenant is responsible for the payment of all taxes,utilities,insurance premiums,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

118、improvements,fixtures and other components of the properties covered by“all risk”insurance in an amount equal to at least the full replacement cost thereof,and to maintain specified minimum personal injury and property damage insurance,protecting us as well as the tenant.The leases also require the

119、tenant to indemnify and hold us harmless from all claims resulting from the 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 resp

120、onsibility with respect to each facility.Most of our existing leases contain annual escalators in rent payments.For financial statement purposes,rental income is recognized on a straight-line basis over the term of the lease where the lease contains fixed escalators.Certain of our tenants hold purch

121、ase options allowing them to acquire properties they currently lease from us.When present,tenant purchase options generally give the tenant an option to purchase the underlying property for consideration not less than our net investment basis.Some of the obligations under the leases are guaranteed b

122、y the parent corporation of the tenant,if any,or affiliates or individual principals of the tenant.In some leases,third parties or affiliated entities will also guarantee some portion of the lease obligations.Some obligations are backed further by other collateral such as security deposits,trade rec

123、eivables,equipment,furnishings and other personal property.We monitor our triple-net lease 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 operational trends of our ten

124、ants and the financial position and capability of those tenants Calculating the operating cash flow of our tenants Calculating the lease service coverage ratio and other ratios pertinent to our tenants Obtaining property-level occupancy rates for our tenants Verifying the payment of real estate taxe

125、s by our tenants Obtaining certificates of insurance for our tenants Obtaining reviewed or audited financial statements of our tenant corporate guarantors on an annual basis,if applicable Conducting a periodic inspection of our properties to ascertain proper maintenance,repair and upkeep Monitoring

126、those tenants with indications of continuing and material deteriorating credit quality through discussions with our executive management and Board of Directors Mortgage loans.We have mortgage loans with original maturities generally less than five years,with varying amortization schedules from inter

127、est-only to fully amortizing.Most of the loans are 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 its respective facil

128、ity.Additionally,most of our loans are collateralized by first or second mortgage liens and corporate or personal guarantees.As of December 31,2024,we had eight mortgage loans bearing interest ranging from 7.0%to 12.0%per annum.Mezzanine loans.Frequently in situations calling for temporary financing

129、 or when our borrowers in-place lending arrangements prohibit the extension of mortgage security,we extend credit based on corporate and/or personal guarantees.These mezzanine loans sometimes combine with an NHI purchase option covering the subject property.As of December 31,2024,we had eight mezzan

130、ine loans bearing interest rates ranging from approximately 6.0%to 10.0%per annum.Construction loans.From time to time,we provide construction loans that become mortgage loans upon the completion of the construction of the subject facility.We may also obtain a purchase option to acquire the facility

131、 at a future date and,if purchased,will lease the facility back to the borrower.During the term of the construction loan,funds are usually advanced 9 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 a

132、t rates equivalent to the eventual mortgage rate upon conversion.In addition to the security of the lien 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,a

133、ffiliates of the borrower or one or more of the individuals who control the borrower.As of December 31,2024,we had three construction loans bearing interest ranging from 8.5%to 9.0%per annum.Other notes receivable.We have provided three revolving lines of credit to borrowers involved in the senior h

134、ousing industry,who have provided either personal and business guarantees or other assets as security,which bear interest at a fixed rate of 8.0%to 8.50%per annum and a variable rate of 9.4%as of December 31,2024.RIDEA transactions.Our arrangement with an affiliate of Life Care Services,which we com

135、pleted in January 2020 and is structured to be compliant with the provisions of RIDEA,permits NHI to receive rent payments through a triple-net lease between a property company owned 80%by NHI and an unconsolidated operating company owned 25%by a taxable REIT subsidiary(“TRS”)of NHI and gives NHI th

136、e opportunity to capture additional value on the improving performance of the operating company through distributions to the TRS.This organizational structure allows the TRS to engage in a broad range of activities and share in revenues that would otherwise be non-qualifying income under the REIT gr

137、oss income tests.The TRS is subject to state and federal income taxes.Senior Housing Operating Portfolio.Effective April 1,2022,15 senior housing ILFs were transferred from a triple-net lease arrangement to two separate ventures comprising our SHOP segment,which represented a new reportable segment.

138、These ventures,in which NHI holds a majority interest,own the underlying independent living operations and are structured to comply with REIT requirements that utilize the TRS for activities that would otherwise be non-qualifying for REIT purposes.These properties are operated by two third-party pro

139、perty managers that manage our communities in exchange for the receipt of a management fee,and as such,we are not directly exposed to the credit risk of the property managers in the same manner or to the same extent as we are to our triple-net tenants.However,we rely on the property managers personn

140、el,expertise,technical resources and information systems,proprietary information,good faith and judgment to manage our communities efficiently and effectively.We also rely on the property managers to set appropriate resident fees and otherwise operate our communities in compliance with the terms of

141、our management agreements and all applicable laws and regulations.As of December 31,2024,our SHOP segment consisted of 15 ILFs located in eight states,with a combined 1,732 units.Operator Composition For the year ended December 31,2024,approximately 25%of our Real Estate Investments and SHOP segment

142、s net operating income(“NOI”)was from publicly owned operators,62%was from regional operators,4%was from privately owned national chains and 1%was from smaller operators.We make reference to the parent companies whenever we describe our business with our tenants,their subsidiaries and/or affiliates

143、regardless of the specific subsidiary entity indicated on the lease or loan documents.For the year ended December 31,2024,our SHOP segment comprised approximately 4%of our NOI and these properties are managed by two regional operators.Tenant Concentration The following table contains information reg

144、arding tenant concentration in our Real Estate Investments segment,excluding$2.6 million for our corporate office,$358.4 million for the SHOP segment,and a credit loss reserve of$20.2 million,based on the percentage of revenues for the years ended December 31,2024,2023 and 2022 related to tenants or

145、 affiliates of tenants that exceed 10%of total revenue($in thousands):10 As of December 31,2024 Revenues1 Asset Gross Real Notes Year Ended December 31,Class Estate2 Receivable 2024 2023 2022 Senior Living Communities EFC$577,243$43,916$53,570 16%$51,274 16%$51,183 18%Bickford Senior Living 2 ALF 42

146、8,068 16,072 41,720 12%38,688 12%N/A N/A NHC SNF 133,770 40,016 12%37,335 12%36,893 13%All others,net Various 1,453,506 229,187 134,289 41%132,216 41%144,534 52%Escrow funds received from for property operating expenses Various 11,165 3%11,513 4%9,788 4%$2,592,587$289,175 280,760 271,026 242,398 Res

147、ident fees and services3 54,421 16%48,809 15%35,796 13%$335,181$319,835$278,194 1 Includes interest income on notes receivable and rental income from properties classified as assets held for sale.2 Revenues included in All others,net for years when less than 10%.3 There is no tenant concentration in

148、“Resident fees and services”because these agreements are with individual residents.As of December 31,2024,the two states in which we had an investment concentration of 10%or more were South Carolina(11.6%)and Texas(10.1%).As of December 31,2023,the two states in which we had an investment concentrat

149、ion of 10%or more were also South Carolina(12.1%)and Texas(10.7%).For the year ended December 31,2024,operators of facilities in our Real Estate Investments segment who provided 3%or more individually,and collectively 57%,of our total revenues,net of taxes and insurance on leased properties,were(par

150、ent company,in alphabetical order):Bickford Senior Living(“Bickford”);Discovery Senior Living(“Discovery”);Encore Senior Living;Health Services Management;NHC;Senior Living Communities(“Senior Living”);and The Ensign Group.Senior Living-As of December 31,2024,we leased ten retirement communities tot

151、aling 2,232 units to Senior Living.In 2024,the Senior Living leases were amended to extend the maturity dates by two years and to provide up to$10.0 million of capital improvements on various properties.Rental revenue will increase at a lease rate of 8.5%applied to the amount expended.Straight-line

152、lease revenue of$(0.2)million,$(1.2)million and$0.4 million and interest revenue of$3.5 million,$3.7 million and$3.7 million were recognized from Senior Living for the years ended December 31,2024,2023 and 2022,respectively.We have provided a$20.0 million revolving line of credit to Senior Living wh

153、ose borrowings under the revolver are to be used for working capital needs and to finance construction projects within its portfolio,including building additional units.Beginning January 1,2025,availability under the revolver was reduced to$15.0 million.The revolver matures in December 2031 at the t

154、ime of the Senior Living lease maturity.At December 31,2024,the$11.3 million outstanding under the revolver bore interest at 8.0%per annum.The Company also has a mortgage loan of$32.7 million outstanding to Senior Living that originated in July 2019 for the acquisition of a 248-unit CCRC in Columbia

155、,South Carolina.The mortgage loan matures in July 2025,which may be extended for one-year,and bears interest at an annual rate of 7.25%.Additionally,the loan conveys to NHI a purchase option at a stated minimum price of$38.3 million,subject to adjustment for market conditions.Bickford Leases-As of D

156、ecember 31,2024,we leased 38 facilities under four leases to Bickford.Bickford has been on the cash basis of revenue recognition since the second quarter of 2022 based upon information obtained from Bickford regarding its financial condition that raised substantial doubt as to its ability to continu

157、e as a going concern.Effective April 1,2024,the combined rent for the Bickford leased portfolio was reset to$34.5 million per year with nominal increases through April 1,2026,at which time the rent will be reset to a fair market value based on the Consumer Price Index(“CPI”).Base rent will escalate

158、annually thereafter based on either a fixed percentage or CPI subject to a floor of 2%and a ceiling of 3%.As part of the related lease amendments,we agreed to fund up to$8.0 million of capital improvements on various properties.Rental revenue will increase at a lease rate of 8.0%applied to the amoun

159、t expended.11 In November 2024,we disposed of one ALF located in Indiana from the Bickford portfolio that is included in the asset dispositions table in Note 3 to our consolidated financial statements under“Asset Dispositions-2024 Asset Dispositions.”Cash rent received from Bickford for the years en

160、ded December 31,2024,2023 and 2022 was$39.0 million,$33.4 million and$27.6 million,respectively,including its repayment of outstanding rent deferrals of$5.1 million,$2.3 million and$0.2 million for the years ended December 31,2024,2023 and 2022,respectively.These amounts exclude$2.5 million and$3.0

161、million of rental income for the years ended December 31,2023 and 2022,respectively,related to the reduction of rent deferrals in connection with the acquisition of two ALFs located in Virginia from Bickford.As of December 31,2024,Bickfords outstanding rent deferrals were$12.9 million.Bickford Const

162、ruction and Mortgage Loans-As of December 31,2024,we had one fully funded construction loan of$14.7 million outstanding to Bickford bearing interest at 9.0%per annum.The construction loan is secured by a first mortgage lien on substantially all of the related real and personal property in Canton,Mic

163、higan as well as a pledge of any and all leases or agreements which may grant a right of use to the property.Usual and customary covenants extend to the agreements,including the borrowers obligation for payment of insurance and taxes.NHI has a fair market value purchase option on the property at sta

164、bilization of the underlying operations.As of December 31,2023,we had designated a mortgage note receivable of$2.1 million,due from Bickford,as non-performing.In the fourth quarter of 2024,we received$0.7 million to settle this mortgage note receivable upon sale of the underlying property securing t

165、he loan.We executed a new unsecured loan with Bickford for the remaining balance of the mortgage loan of approximately$1.4 million,on which we maintain a full reserve.NHC-As of December 31,2024,we leased three ILFs and 32 SNFs to NHC,a publicly held company,under a master lease(four of which are sub

166、leased to other parties for whom the lease payments are guaranteed to us by NHC)that expires on December 31,2026.There are two five-year renewal options at a fair rental value as negotiated between the parties.We have engaged Blueprint Healthcare Real Estate Advisors,a national advisory firm focused

167、 on skilled nursing and senior housing,to assist with underwriting,diligence,and market analysis with respect to the master lease renewal.In addition to the base rent,NHC pays any additional rent and percentage rent as required by the master lease.Under the terms of the master lease,the base annual

168、rent escalates by 4%of the increase,if any,in each facilitys annual revenue over a base year and is referred to as“percentage rent.”Total percentage rent of$7.2 million,$4.5 million,and$3.1 million was recognized for the years ended December 31,2024,2023 and 2022,respectively.Straight-line lease rev

169、enue of$0.2 million and$(1.2)million was recognized from NHC for the years ended December 31,2024 and 2023,respectively.One of the members of our Board of Directors is also a member of NHCs board of directors.Our former chairperson,Mr.W.Andrew Adams,was also a director of NHC.Mr.W.Andrew Adams retir

170、ed from our Board of Directors effective December 31,2024.As of December 31,2024,NHC owned 1,630,642 shares of our common stock.Commitments and Contingencies In the normal course of business,we enter into a variety of commitments,typically consisting of funding revolving credit arrangements,and cons

171、truction and mezzanine loans,to our operators to conduct expansions and acquisitions for their own account,and commitments for the funding of construction for expansion or renovation to our existing properties under lease.In our leasing operations,we offer to our tenants and to sellers of newly acqu

172、ired properties a variety of inducements that originate contractually as contingencies but which may become commitments upon the satisfaction of the contingent event.Contingent payments earned will be included in the respective lease bases when funded.As of December 31,2024,we had working capital,re

173、volving credit,construction,mortgage and mezzanine loan commitments to seven operators or borrowers for an aggregate of$138.2 million,of which we had funded$70.7 million toward these commitments.As of December 31,2024,$35.9 million of the funding obligations was payable within 12 months with the rem

174、aining commitments due between three to five years.As of December 31,2024,we had$37.1 million of development commitments for renovation of eight properties,of which we had funded$19.5 million toward these commitments,with the remaining amount expected to be payable within 12 months.As of December 31

175、,2024,we had an aggregate of$16.9 million in remaining contingent lease inducement commitments in four lease agreements which are generally based on the performance of facility operations and may or may not be met by the tenant.At December 31,2024,we had funded$2.7 million toward these contingent co

176、mmitments.12 Competition and Market Conditions We compete primarily with other REITs,private equity funds,banks and insurance companies in the acquisition,leasing and financing of healthcare real estate.Operators of our facilities compete on a local and regional basis with operators of facilities th

177、at provide comparable services.Operators compete for residents and/or patients and staff based on quality of care,reputation,location and physical appearance of facilities,services offered,family preference,physicians,staff and price.Competition is with other operators as well as companies managing

178、multiple facilities,some of which are substantially larger and have greater resources than the operators of our facilities.Some of these facilities are operated for profit,while others are owned by governmental agencies or tax-exempt not-for-profit entities.Our senior housing properties generally re

179、ly on private-pay residents who may be negatively impacted in an economic downturn.In addition,the success of these properties is often impacted by the existence of comparable,competing facilities in a local market.Environmental Matters We believe that integrating environmental and sustainability in

180、itiatives into our strategic business objectives will contribute to our long-term success and to the success of our tenants by enhancing the quality of life of the residents of the facilities.Listed below are some of the highlights of our efforts to promote environmental sustainability at our proper

181、ties and with our tenants.We provide our triple-net lease operators capital improvement allowances for the redevelopment,expansions and renovations at our properties which may include energy efficient improvements like LED lighting and low emission carpeting,recycled materials and solar power;We pro

182、vide our development partners with capital to build new state-of-the-art properties with energy efficient components and design features;We obtain Phase I and Phase II environmental reports if warranted as part of our due diligence procedures when acquiring properties and attempt to avoid buying rea

183、l estate with known environmental contamination;and We strive for efficiency and sustainability in our corporate headquarters,participate in a recycling program,and encourage our employees to reduce,reuse and recycle waste.Our document retention practices strive to reduce paper usage and encourage e

184、lectronic file sharing.We are also subject to environmental risks and regulations in our business.See“Government Regulation Environmental Regulations”below;and“Item 1A.Risk Factors Risks Related to our Business and Operations-We are exposed to risks related to environmental laws and the costs associ

185、ated with liabilities related to hazardous substances”and“We are subject to risks of damage from catastrophic weather and other natural or man-made disasters and the physical effects of climate change”in this Annual Report for a description of the risks and regulations associated with environmental

186、matters.Human Capital We employ individuals who possess a broad range of experiences,background and skills.We believe that to continue to deliver long-term value to our stockholders,we must provide and maintain a work environment that attracts,develops,and retains top talent and affords our employee

187、s an engaging work experience that allows for career development and opportunities.Along with a competitive compensation program including incentive bonuses and an equity incentive plan,NHI provides a 401(k)plan with a safe harbor contribution limit,paid employee health insurance coverage,parental l

188、eave and tuition reimbursement.As of December 31,2024,we had 30 full-time employees,an increase of four over the total at December 31,2023.Of those employees,25 are located in the Murfreesboro,Tennessee office,with one employee in each of Colorado,Florida,Oregon,Texas and North Carolina.The tenure o

189、f our current employees includes eight who have been with the Company for over five years(but less than ten years),and three who have been with the Company over ten years(but less than 20 years).Two of our employees have been with the Company over 20 years.None of our employees are subject to a coll

190、ective bargaining agreement.We empower our employees and reinforce our corporate culture through onboarding,training,and social and team-building events.We actively support charitable organizations within our community that promote health education and social well-being,and we encourage our employee

191、s to personally volunteer with organizations that are meaningful to them.We consider our employee relations to be good.13 Certain essential services such as internal audit,tax compliance,information technology and legal services are outsourced to third-party professional firms.Government Regulation

192、Overview.Our tenants and borrowers that operate SNFs,nursing homes,HOSPs,SLCs,ALFs and EFCs are typically subject to extensive and complex federal,state and local healthcare laws and regulations,including those relating to Medicare and Medicaid reimbursement,fraud and abuse,relationships with referr

193、al sources and referral recipients,licensure and certification,building codes,privacy and security of health information and other personal data,CON,appropriateness and classification of care,qualifications of medical and support personnel,distribution,maintenance and dispensing of pharmaceuticals,c

194、ommunications with patients and consumers,and the operation of healthcare facilities.In addition,many of our tenants and borrowers that operate ILFs may be subject to state licensing,and all of our properties are subject to environmental regulations related to real estate.Applicable laws and regulat

195、ions are wide-ranging,vary across jurisdictions,and are administered by several government agencies.Further,these laws and regulations are subject to change,enforcement practices may evolve,and it is difficult to predict the impact of new laws and regulations.We expect that the healthcare industry,i

196、n general,will continue to face increased regulation.Our tenants may find it increasingly difficult and costly to operate within this complex and evolving regulatory environment.Noncompliance with applicable laws and regulations may result in the imposition of civil and criminal penalties that could

197、 adversely affect the operations and financial condition of managers,tenants or borrowers,which in turn may adversely affect us.The following is a brief discussion of certain laws and regulations applicable to certain of our managers,tenants and borrowers and,in some cases,to us.Licensure and Certif

198、ication.Various licenses,certifications and permits are required to operate SNFs,ALFs,EFCs,HOSPs and,to a lesser degree,ILFs,to dispense narcotics,to handle radioactive materials and to operate equipment,among other regulated actions.Licensure,certification and enrollment with government programs ma

199、y be conditioned on requirements related to,among other things,the quality of medical care provided,qualifications of the operators administrative personnel and clinical staff,disclosure of ownership and related information,adequacy of the physical plant and equipment,staff-to-patient or resident ra

200、tios,capital and other expenditures,record keeping,dietary services,infection prevention and control,and patient rights.For example,a final rule issued by the Centers for Medicare&Medicaid Services(“CMS”)in November 2023 requires Medicare-enrolled SNFs and Medicaid-enrolled nursing homes to disclose

201、 additional information about owners,operators and management,which will be publicly available.To increase transparency with regard to direct and indirect owning and managing entities,the rule establishes definitions of REIT and private equity company for purposes of Medicare enrollment and requires

202、 providers to disclose whether an owner or manager is a REIT or private equity company.Licensed facilities are generally subject to periodic inspections by regulators to determine compliance with applicable licensure and certification standards.Further,some types of licensed facilities must comply w

203、ith federal and/or state requirements related to staffing and facility spending.For example,CMS issued a final rule in May 2024 that establishes minimum staffing standards for Medicare-enrolled SNFs and Medicaid-enrolled nursing homes,to be phased in over five years,beginning in May 2026 for many fa

204、cilities.Sanctions for failure to comply with applicable laws and regulations include(but are not limited to)loss of licensure and ability to participate in the Medicare,Medicaid,and other government healthcare programs,suspension of or non-payment for new admissions,and fines,as well as potential c

205、riminal penalties.The failure of any manager,tenant or borrower to comply with such laws and regulations could affect its ability to operate its facility or facilities and could adversely affect any such tenants or borrowers ability to make lease or debt payments to us.In addition,if we have to repl

206、ace a tenant,we may experience difficulties in finding a replacement because our ability to replace the tenant may be affected by federal and state laws governing changes in control and ownership.The healthcare facilities in which we invest may be subject to state CON or similar laws,which require g

207、overnment approval prior to the construction or establishment of new facilities,the expansion of existing facilities,the addition of 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 c

208、hange.We cannot predict the impact of regulatory changes with respect to CONs on the operations of our managers,tenants and borrowers.Medicare and Medicaid Reimbursement.A significant portion of the revenue of our SNF tenants and borrowers is derived from government-funded reimbursement programs,pri

209、marily Medicare and Medicaid.The Medicare and Medicaid programs are highly regulated and subject to frequent and substantial changes resulting from legislation,regulations and administrative and judicial interpretations of existing law.Medicare is a federal health insurance program for persons aged

210、65 and over,some disabled persons,and persons with end-stage renal disease or Lou Gehrigs disease/amyotrophic lateral sclerosis.Medicare generally covers SNF services for 14 beneficiaries who require skilled nursing or therapy services after a qualifying hospital stay.Medicare Part A generally pays

211、a per diem rate for each beneficiary.The reimbursement rates are set forth under a prospective payment system(“PPS”),an acuity-based classification system that uses nursing and therapy indexes,adjusted by additional factors such as geographic differences in wage rates,to calculate per diem rates for

212、 each Medicare beneficiary.The Medicare Part A payment rates cover most services provided to a beneficiary for a limited benefit period,including room and board,skilled nursing care,therapy,and medications.CMS updates Medicare payment rates annually.For fiscal year 2025,which started October 1,2024,

213、CMS estimates that payments to SNFs under the SNF PPS will increase by approximately$1.4 billion,or 4.2%,compared to fiscal year 2024.CMS has implemented policies intended to shift Medicare towards value-based payment methodologies that link reimbursement to the quality of care provided rather than

214、the quantity of services rendered.For example,CMS uses the Patient Driven Payment Model(“PDPM”)payment methodology for SNF services,which classifies beneficiaries into payment groups based on clinical factors using diagnosis codes rather than by volume of services.In addition,under the SNF Quality R

215、eporting Program,CMS requires SNFs to report certain quality data,and SNFs that fail to do so are subject to payment reductions.Under the SNF Value-Based Purchasing Program,CMS withholds 2%of SNF PPS payments,and redistributes between 50%and 70%of these funds to SNFs as incentive payments based on q

216、uality measure performance.Medicaid is a medical assistance program for eligible low-income persons that is funded jointly by federal and state governments.Medicaid programs are operated by state agencies under plans approved by the federal government.Reimbursement methodologies,eligibility requirem

217、ents 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 patients,particularly in nursing facilities.The federal government and many states are using or considering various strategies

218、 to reduce Medicaid expenditures.Outside of the government response to the COVID-19 pandemic,budgetary pressures have,in recent years,resulted in decreased spending,or decreased spending growth,for Medicaid programs in many states.Budgetary pressures are expected to continue in the future,and many s

219、tates are actively seeking ways to reduce Medicaid spending,including for nursing home and assisted living care,by methods such as capitated payments,reductions in reimbursement rates and/or coverage,and increased enrollment in managed Medicaid plans.Some states use,or have applied to use,waivers gr

220、anted by CMS to make these changes,implement Medicaid expansion under the Patient Protection and Affordable Care Act,as amended by the Health Care and Education Reconciliation Act of 2010,or otherwise implement programs that vary from federal standards.Some states in which we have investments and ma

221、naged care plans are pursuing alternatives to institutional care,such as home and community-based services actively seeking to reduce or slow increases in Medicaid spending for care in nursing homes and other institutional settings.Changes in federal policy and funding are an additional source of un

222、certainty.For example,under early COVID-related legislation,states that maintained continuous Medicaid enrollment were eligible for a temporary increase in federal funds for state Medicaid expenditures.The resumption of redeterminations for Medicaid enrollees in 2023 resulted in significant coverage

223、 disruptions and dis-enrollments of Medicaid enrollees.Changes to the federal funding formula for Medicaid could also have a significant impact on Medicaid programs and enrollment.Reductions in the number of Medicaid enrollees may negatively impact the business of our managers,tenants and borrowers.

224、In addition to reimbursement pressures and changes in governmental healthcare programs,healthcare facilities are experiencing increasing pressure from private payors attempting to control healthcare costs.In some cases,private payors rely on governmental reimbursement systems to determine reimbursem

225、ent rates and policies.Changes to Medicare and Medicaid that reduce payments under these programs or negatively affect utilization of services may negatively impact payments from private payors.We cannot make any assessment as to the timing or the effect that any such changes may have on our manager

226、s,tenants and borrowers costs 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 the cost of providing services to patients,including a

227、ny cost increases.Any changes in government or private payor reimbursement policies that reduce payments to levels that are insufficient to cover the cost of providing patient care or significant decreases in enrollment or coverage under the Medicare and/or Medicaid programs could adversely affect t

228、he operating revenues of managers,tenants and borrowers in our properties that rely on such payments,and thereby adversely affect their ability to make their lease or debt payments to us.Fraud and Abuse.Participants in the healthcare industry are subject to various complex federal and state civil an

229、d criminal laws and regulations governing a wide array of healthcare provider referrals,relationships and arrangements.These laws include but are not limited to:(i)federal and state false claims acts,which generally prohibit providers from filing false claims or making false statements to receive pa

230、yment from Medicare,Medicaid or other federal or state healthcare programs;(ii)federal and state anti-kickback and fee-splitting statutes,including the federal Anti-Kickback Statute,which prohibits the payment or receipt of any consideration in exchange for referral of Medicare and Medicaid patients

231、;(iii)federal and state physician self-referral laws,including the federal prohibition commonly referred to as the Stark Law,which generally prohibits physicians from referring Medicare and Medicaid patients for designated health services(which include hospital inpatient and 15 outpatient services a

232、nd some of the services provided in SNFs)to entities with which the physician or an immediate family member has a financial relationship;and(iv)the federal Civil Monetary Penalties Law,which requires a lower burden of proof than other fraud and abuse laws.These laws and regulations subject violators

233、 to severe penalties,including exclusion from the Medicare and Medicaid programs,denial of Medicare and Medicaid payments,punitive sanctions,fines and even prison sentences.They are enforced by a variety of federal,state and local agencies,and can also be enforced by private litigants through,among

234、other things,federal and state false claims acts,which allow private litigants to bring qui tam or“whistleblower”actions.In recent years,both federal and state governments have significantly increased investigation and enforcement activity to detect and punish wrongdoers.It is anticipated that the t

235、rend toward increased investigation and enforcement activity will continue.In the event that any manager,tenant or borrower were to be found in violation of any of these laws and regulations,that managers,tenants or borrowers ability to operate the facility could be jeopardized,which could adversely

236、 affect any such tenants or borrowers ability to make lease or debt payments to us and could thereby adversely affect us.Privacy and Security and Data Interoperability.Privacy and security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996(“HIPAA”)restrict

237、 the use and disclosure of individually identifiable health information(“protected health information”),provide for individual rights,require safeguards for protected health information and require notification of breaches of unsecure protected health information.Entities subject to HIPAA include he

238、alth plans,healthcare clearinghouses,and most healthcare providers(including some of our managers,tenants and borrowers).Business associates of these entities who create,receive,maintain or transmit protected health information are also subject to certain HIPAA provisions.Covered entities must repor

239、t breaches involving unsecured protected health information to the affected individuals,the U.S.Department of Health and Human Services and,in large breaches,the media.Violations of HIPAA may result in substantial civil and/or criminal fines and penalties.There are several other laws and legislative

240、 and regulatory initiatives and proposals at the federal and state levels addressing privacy and security of personal data that may not be preempted by HIPAA and that impact our business or the business of our managers,tenants and borrowers.For example,several states have enacted comprehensive consu

241、mer data privacy laws,providing residents of those states with additional or expanded rights with respect to their personal information such as a right to know what personal information is collected and how it is used,a right to opt out of certain processing activities for sensitive data and a right

242、 to a portable copy of their personal information.Consumer data privacy laws also require subject businesses to conduct affirmative data protection impact assessments for certain personal information processing activities.State privacy laws typically provide for civil penalties for violations,and so

243、me states provide a private right of action for data breaches,which may increase data breach litigation.In addition,the Federal Trade Commission continues to pursue privacy as an enforcement priority,including addressing unfair or deceptive practices relating to privacy policies,consumer data collec

244、tion and processing consent,and digital advertising practices.Federal and state legislative and regulatory bodies,including at the executive level,continue to signal increased scrutiny and to propose or enact legislation and regulations addressing the creation,adoption,and leveraging of artificial i

245、ntelligence and/or machine learning based or enhanced tools,systems,and functions.The shifting regulatory and enforcement landscape in this space may require additional disclosures,risk assessments,or adjustments to our operations and systems that may leverage such technologies.Marketing and patient

246、 engagement activities that the Company may engage in are subject to communications laws such as the Telephone Consumer Protection Act(the“TCPA”)and the Controlling the Assault of Non-Solicited Pornography and Marketing Act(“CAN-SPAM”).A determination by a court or regulatory agency that the Company

247、 and/or our tenants,borrowers,and operators engaged in communication or marketing practices that violate the TCPA or CAN-SPAM could subject us to civil penalties and result in negative publicity.The costs to the business or,for an operator of a healthcare property,associated with developing and main

248、taining programs and systems to comply with shifting data privacy and security laws,defending against privacy and security related claims or enforcement actions and paying any assessed fines can be substantial.Many of these privacy laws and regulations and related interpretations are subject to unce

249、rtain application,interpretation or enforcement standards that could result in claims against us and/or our tenants,borrowers,and operators,extensive changes to our business practices,systems and operational processes,including our data processing and security systems,penalties,increased operating c

250、osts or other impacts on our businesses.New or expanding privacy and security laws could require substantial further investment in resources to comply with regulatory changes as privacy and security laws impose additional obligations.In addition,healthcare providers and industry participants are sub

251、ject to a growing number of requirements intended to promote the interoperability and exchange of patient information.Noncompliance may result in penalties or other disincentives.16 Americans with Disabilities Act.Our properties generally must comply with the Americans with Disabilities Act(the“ADA”

252、)and any similar state or local laws to the extent that such properties are public accommodations as defined in those statutes.The ADA may require removal of barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable.While under

253、 our triple-net lease structure,our tenants would generally be responsible for additional costs that may be required to make our facilities ADA-compliant,should barriers to access by persons with disabilities be discovered,we may be indirectly responsible for additional costs that may be required to

254、 make facilities ADA-compliant.Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants.Our commitment to make readily achievable accommodations pursuant to the ADA is ongoing,and we continue to assess our properties and make modifications as app

255、ropriate in this respect.Environmental Regulations.As an owner of real property,we are subject to various federal,state and local laws and regulations regarding environmental,health and safety matters.These laws and regulations address,among other things,asbestos,polychlorinated biphenyls,fuel,oil m

256、anagement,wastewater discharges,air emissions,radioactive materials,medical wastes,and hazardous wastes,and in certain cases,the costs of complying with these laws and regulations and the penalties for non-compliance can be substantial.We may be held primarily or jointly and severally liable for cos

257、ts relating to the investigation and clean-up of any property that we own from which there is or has been an actual or threatened release of a regulated material and any other affected properties,regardless of whether we knew of or caused the release.Such costs typically are not limited by law or re

258、gulation and could exceed the propertys value.In addition,we may be liable for certain other costs,such as governmental fines and injuries to persons,property or natural resources,as a result of any such actual or threatened release.Under the terms of our triple-net leases,we generally have a right

259、to indemnification by our tenants for any contamination caused by them.However,we cannot assure you that our tenants will have the financial capability or willingness to satisfy their respective indemnification obligations to us,and any such inability or unwillingness to do so may require us to sati

260、sfy the underlying environmental claims.Tax Regulation We have elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986,as amended(the“Internal Revenue Code”),and since our formation,have filed our U.S.federal income tax return as a REIT.We believe that we ha

261、ve met the requirements for qualification as a REIT since our initial REIT election in 1991,and we expect to qualify as such for each of our taxable years.Our qualification and taxation as a REIT depend upon our ability to meet on a continuing basis,through actual annual operating results,the variou

262、s qualification tests and organizational requirements imposed under the Internal Revenue Code,including qualification tests based on NHIs assets,income,distributions and stock ownership.Provided we qualify for taxation as a REIT,we generally will not be required to pay U.S.federal corporate income t

263、axes on our REIT taxable income(computed without regard to the dividends-paid deduction or our net capital gain or loss)that is currently distributed to our stockholders.This treatment substantially eliminates the“double taxation”that ordinarily results from investment in a C corporation.We will,how

264、ever,be required to pay U.S.federal income tax in certain circumstances.The sections of the Internal Revenue Code relating to qualification and operation as a REIT,and the U.S.federal income taxation of a REIT and its stockholders,are highly technical and complex.Some of the requirements depend upon

265、 actual operating results,distribution levels,diversity of stock ownership,asset composition,source of income and record keeping.Accordingly,while we intend to continue to qualify to be taxed as a REIT,the actual results of our operations for any particular year might not satisfy these requirements

266、for qualification and taxation as a REIT.Accordingly,no assurance can be given that the actual results of our operations for any particular taxable year will satisfy such requirements.Further,the anticipated U.S.federal income tax treatment may be changed,perhaps retroactively,by legislative,adminis

267、trative or judicial action at any time.To qualify as a REIT,we must elect to be treated as a REIT,and we must meet various(a)organizational requirements,(b)gross income tests,(c)asset tests,and(d)annual dividend requirements.Organizational Requirements.The Internal Revenue Code defines a REIT as a c

268、orporation,trust or association:(1)that is managed by one or more trustees or directors;(2)the beneficial ownership of which is evidenced by transferable shares,or by transferable certificates of beneficial interest;(3)that would otherwise be taxable as a domestic corporation,but for Sections 856 th

269、rough 859 of the Internal Revenue Code;(4)that is neither a financial institution nor an insurance company to which certain provisions of the Internal Revenue Code apply;(5)the beneficial ownership of which is held by 100 or more persons;17(6)during the last half of each taxable year,not more than 5

270、0%in value of the outstanding stock of which is owned,directly or constructively,by five or fewer individuals,as defined in the Internal Revenue Code to also include certain entities;and(7)which meets certain other tests regarding the nature of its income and assets.We believe that we have been orga

271、nized and have operated in a manner that has allowed us,and will continue to allow us,to satisfy conditions(1)through(7)inclusive,during the relevant time periods,and we intend to continue to be organized and operate in this manner.However,qualification and taxation as a REIT depend upon our ability

272、 to meet the various qualification tests imposed under the Internal Revenue Code,including through actual operating results,asset composition,distribution levels and diversity of stock ownership.Accordingly,no assurance can be given that we will be organized or will be able to operate in a manner so

273、 as to qualify or remain qualified as a REIT.Income Tests.We must satisfy two gross income tests annually to maintain our qualification as a REIT.First,at least 75%of our gross income for each taxable year(excluding gross income from prohibited transactions)must consist of defined types of income th

274、at we derive,directly or indirectly,from investments relating to real property or mortgages on real property or qualified temporary investment income.Qualifying income for purposes of the 75%gross income test generally includes:rents from real property;interest on debt secured by mortgages on real p

275、roperty,or on interests in real property(including interest on an obligation secured by a mortgage on both real property and personal property if the fair market value of the personal property does not exceed 15%of the total fair market value of all the property securing the obligation);dividends or

276、 other distributions on,and gain from the sale of,shares in other REITs;gain from the sale of real estate assets;and income derived from the temporary investment of new capital that is attributable to the issuance of our shares of beneficial interest or a public offering of our debt with a maturity

277、date of at least five years and that we receive during the one-year period beginning on the date on which we received such new capital.Second,in general,at least 95%of our gross income for each taxable year(excluding gross income from prohibited transactions)must consist of income that is qualifying

278、 income for purposes of the 75%gross income test,other types of interest and dividends,gain from the sale or disposition of stock or securities or any combination of these.Asset Tests.To maintain our qualification as a REIT,we also must satisfy the following asset tests at the end of each quarter of

279、 each taxable year:First,at least 75%of the value of our total assets must consist of:(a)cash or cash items,including certain receivables,(b)government securities,(c)real estate assets,including interests in real property,leaseholds and options to acquire real property and leaseholds,(d)interests in

280、 mortgages on real property(including an interest in an obligation secured by a mortgage on both real property and personal property if the fair market value of the personal property does not exceed 15%of the total fair market value of all the property securing the obligation)or on interests in real

281、 property,(e)stock in other REITs,(f)debt instruments issued by publicly offered REITs(i.e.,REITs which are required to file annual and periodic reports with the Securities and Exchange Commission(the“SEC”)under the Securities Exchange Act of 1934,as amended(the“Exchange Act”),(g)personal property l

282、eased in connection with real property to the extent that rents attributable to such personal property do not exceed 15%of the total rent received under the lease and are treated as“rents from real property”;and(h)investments in stock or debt instruments during the one-year period following our rece

283、ipt of new capital that we raise through equity offerings or offerings of debt with at least a five year term;Second,of our investments not included in the 75%asset class,the value of our interest in any one issuers securities may not exceed 5%of the value of our total assets;Third,we may not own mo

284、re than 10%of the voting power or value of any one issuers outstanding securities;Fourth,no more than 20%of the value of our total assets may consist of the securities of one or more TRSs;Fifth,no more than 25%of the value of our total assets may consist of the securities of TRSs and other non-TRS t

285、axable subsidiaries and other assets that are not qualifying assets for purposes of the 75%asset test;and Sixth,no more than 25%of our total assets may consist of debt instruments issued by publicly offered REITs that qualify as“real estate assets”only because of the express inclusion of“debt instru

286、ments issued by publicly offered REITs”in the definition of“real estate assets”.18 Distribution Requirements.Each taxable year,we must distribute dividends,other than capital gain dividends,to our stockholders in an aggregate amount not less than:the sum of(a)90%of our“REIT taxable income,”computed

287、without regard to the dividends-paid deduction or our net capital gain or loss,and(b)90%of our after-tax net income,if any,from foreclosure property,minus the sum of certain items of non-cash income.Taxable REIT Subsidiary.A REIT may directly or indirectly own stock in a TRS.A TRS may be any corpora

288、tion in which we directly or indirectly own stock and where both NHI and the subsidiary make a joint election to treat the corporation as a TRS,in which case it is treated separately from us and will be subject to U.S.federal corporate income taxation.Our stock,if any,of a TRS is not subject to the

289、10%or 5%asset tests.Instead,the value of all TRSs owned by us cannot exceed 20%of the value of our assets.We currently own all of the membership interests of NHI-SS TRS,LLC.We and our Subsidiary REIT hold 99%and 1%,respectively,of and NHI-Discovery I TRS,LLC.We may form additional TRSs in the future

290、.We also lease“qualified healthcare properties”on an arms-length basis to a TRS(or subsidiary thereof)and the property is operated on behalf of such subsidiary by a person who qualifies as an“independent contractor”and who is,or is related to a person who is,actively engaged in the trade or business

291、 of operating healthcare facilities for any person unrelated to us or our TRS.Generally,the rent that we receive from our TRS in such structures will be treated as“rents from real property.”Subsidiary REITs.We currently own all of the common interests in NHI PropCo Member LLC,an entity that has elec

292、ted to be taxed as a REIT under the Internal Revenue Code(the“Subsidiary REIT”)and we may own and acquire direct or indirect interests in additional subsidiary REITs in the future.We believe that the Subsidiary REIT is organized and operates in a manner that permits it to qualify for taxation as a R

293、EIT for U.S.federal income tax purposes.However,if the Subsidiary REIT were to fail to qualify as a REIT,then(i)the Subsidiary REIT would become subject to regular U.S.corporate income tax and(ii)our equity interest in the Subsidiary REIT would cease to be a qualifying real estate asset for purposes

294、 of the 75%asset test and could become subject to the 5%asset test,the 10%voting share asset test,and the 10%value asset test generally applicable to our ownership in corporations other than REITs,qualified REIT subsidiaries(“QRSs”)and TRSs.If the Subsidiary REIT were to fail to qualify as a REIT an

295、d if we were not able to treat the Subsidiary REIT as a TRS of ours pursuant to certain prophylactic elections we have made,it is possible that we would not meet the 10%voting share test and the 10%value test with respect to our interest in the Subsidiary REIT,in which event we could fail to qualify

296、 as a REIT unless we could avail ourselves of certain relief provisions.Failure to Qualify.If we lose our status as a REIT(currently or with respect to any tax years for which the statute of limitations has not expired),we will face serious tax consequences that will substantially reduce the funds a

297、vailable to satisfy our obligations,to implement our business strategy and to make distributions to our stockholders for each of the years involved because:We would be subject to U.S.federal income tax at the regular corporate rate applicable to regular C corporations on our taxable income,determine

298、d without reduction for amounts distributed to stockholders;For tax years beginning after December 31,2022,we would possibly be subject to certain taxes enacted by the Inflation Reduction Act of 2022 that are applicable to non-REIT corporations,including the nondeductible 1%excise tax on certain sto

299、ck repurchases;We would not be required to make any distributions to stockholders,and any dividends to stockholders would be taxable as ordinary income to the extent of our current and accumulated earnings and profits(which may be subject to tax at preferential rates to individual stockholders);and

300、Unless we are entitled to relief under statutory provisions,we could not elect to be subject to tax as a REIT for four taxable years following the year during which we were disqualified.In the event we are no longer required to pay dividends to maintain REIT status,this could adversely affect the va

301、lue of our common stock.See“Item 1A.Risk Factors-Risks Related to Our Status as a REIT”in this Annual Report.Investment Policies Our investment objectives are to(i)provide consistent and growing current income for distribution to our stockholders through investments primarily in healthcare-related f

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

303、y,flexibility and liquidity.There can be no assurance that these objectives will be realized.Our investment policies include making investments in real estate,mortgage and other notes receivable,and joint ventures structured to comply with the provisions of RIDEA.We consider the creditworthiness of

304、the 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.19 During 2024,we made commitments to fund new investments in real estate and loans totaling approximately$246.5 million.In making new investments,w

305、e 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 its adequacy to meet operational needs,and for lease or mortgage obligations to provide a competitive income

306、 return to our investors,(iv)the growth,tax and regulatory environments of the communities in which the properties are located,(v)occupancy and demand for similar facilities in the same or nearby communities,(vi)the quality,experience and creditworthiness of the management operating the facilities l

307、ocated 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.Our intention is to make investments in properties with substantial,long-term potential.However,we

308、 may choose to sell properties if they no longer meet our investment objectives.We will not,without the approval of a majority of the Board of Directors and review of a committee comprised of disinterested directors,enter into any joint venture or partnership relationships with or acquire from or se

309、ll 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 the stockholders,may alter our investment policies if it determines that such a change is in our best interests and our stockho

310、lders 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 recommend changes in investment criteria from time to time.Our investments in healthcare-related facilities may utilize borro

311、wed funds or the issuance of equity.We may negotiate lines of credit or arrange for other short or long-term borrowings 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

312、 subject to existing loans or secured by mortgages,deeds of trust or similar liens with favorable terms or in mortgage investment pools.Investor Information We publish our Annual Report on Form 10-K,Quarterly Reports on Form 10-Q,Current Reports on Form 8-K,and amendments to such reports on our webs

313、ite at .We have a policy of publishing these on the website as soon as reasonably practicable after filing them with,or furnishing them to,the SEC.Information contained on our website is not incorporated by reference into this Annual Report.The SEC also maintains reports,proxy statements,information

314、 statements,and other information regarding issuers that file electronically at http:/www.sec.gov.We also maintain the following documents on our website:The NHI Code of Business Conduct and Ethics which has been adopted for all employees,officers and directors of the Company.Information on our“NHI

315、EthicsPoint”which allows all interested parties to communicate with NHI executive officers 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 Revi

316、sed Nominating and Corporate Governance Committee Charter.The NHI Corporate Governance Guidelines.The NHI Insider Trading Policy.We will furnish,free of charge,a copy of any of the above documents to any interested investor upon receipt of a written request.You may contact our Investor Relations Dep

317、artment at:National Health Investors,Inc.222 Robert Rose Drive Murfreesboro,TN 37129(615)890-9100 Our transfer agent is Computershare.Computershare will assist registered owners with the NHI Dividend Reinvestment Plan,a change of address,a transfer of ownership,payment of dividends,or replacement of

318、 lost checks or stock certificates.20 Computershares contact information is:Computershare Trust Company,N.A.,P.O.Box 43078,Providence,RI 02940-3078.The toll free number is 800-568-3476 and the website is .ITEM 1A.RISK FACTORS There are many significant factors that could materially adversely impact

319、our financial condition,results of operations,cash flows,distributions and stock price.The following are risks we believe are material to our stockholders.There may be additional risks and uncertainties that we have not presently identified or have not deemed material.Some of the following risk fact

320、ors constitute forward-looking statements.Please refer to“Cautionary Statement Regarding Forward-Looking Statements”at the beginning of this Annual Report.Risks Related to Our Managers,Tenants and Borrowers We depend on the operating success of our managers,tenants and borrowers and if their financi

321、al condition or business prospects deteriorate,our financial condition and results of operations could be adversely affected.We rely on our managers,tenants and borrowers and their ability to perform their obligations to us.Any of our managers,tenants or borrowers may experience a weakening in their

322、 overall financial condition as a result of deteriorating operating performance,changes in industry or market conditions,such as rising interest rates or inflation,or other factors.In late September 2024,Senior Living Management(“SLM”)notified us that ongoing liquidity constraints raised doubts abou

323、t SLMs ability to sustain its operations and pay its rent and interest obligations prospectively.In the fourth quarter of 2024,one property was transitioned to a new operator under a new lease agreement,as previously planned,one property classified as assets held for sale was sold,and the remaining

324、two leased properties with a net book value of$6.8 million as of December 31,2024 were transitioned pursuant to interim management agreements and were subsequently transitioned to a new tenant pursuant to a new triple-net lease in January 2025.In addition,we had a$10.0 million mortgage note receivab

325、le and a$14.5 million mezzanine loan due from affiliates of SLM that were designated as non-performing.In February 2025,we received ownership of the property securing the$10.0 million mortgage note receivable in lieu of foreclosure.If the financial condition of any of our other managers,tenants or b

326、orrowers deteriorates,they may be unable or unwilling to make payments or perform their obligations to us in a timely manner,if at all.Revenues for the operators of our properties are primarily driven by occupancy rates and reimbursement by Medicare,Medicaid and private payors.Revenues from governme

327、nt reimbursement have,and may continue to,come under pressure due to reimbursement cuts resulting from federal and state budget shortfalls and other constraints,and both governmental and private payors are increasingly imposing more stringent cost control measures.Periods of weak economic growth in

328、the U.S.that affect housing sales,investment returns and personal incomes may adversely affect senior housing occupancy rates.An oversupply of senior housing real estate may also apply downward pressure to the occupancy rates of our operators.Expenses for the facilities are driven by the costs of la

329、bor,food,utilities,taxes,insurance and rent or debt service.Liability insurance and staffing costs continue to increase for our operators.Historically low unemployment has created significant wage pressure for our operators.In addition,inflation,both real and anticipated,as well as any resulting gov

330、ernmental policies,have affected and could continue to adversely affect the economy and the costs of labor,goods and services for our operators.Because our operators are typically required to pay all property operating expenses,increases in property-level expenses at our leased properties generally

331、do not directly affect us.Increased operating costs could have an adverse impact on our operators if increases in their operating expenses exceed increases in their revenue,which may adversely affect their ability to pay rent and make loan payments owed to us.An increase in our operators expenses an

332、d a failure of their revenues to increase at least with inflation could adversely affect our operators and our financial condition and our results of operations.To the extent any decrease in revenues and/or any increase in operating expenses of our operators results in a property not generating enou

333、gh cash to make scheduled payments to us,our revenues,net income and funds from operations would be adversely affected.Such events and circumstances 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.Consequ