Greetings, and welcome to the NHI Fourth Quarter 2023 Earnings Call. As a reminder, today's call is being recorded Wednesday, February 21, 2024. I would now like to turn the conference over to Dana Hambly. Please go ahead.

Thank you, and welcome to the National Health Investors conference call to review results for the fourth quarter of 2023. On the call today are Eric Mendelsohn, President and CEO; Kevin Pascoe, Chief Investment Officer; John Spaid, Chief Financial Officer; and David Travis, Chief Accounting Officer. The results, as well as notice of the accessibility of this conference call, were released after the market closed yesterday in a press release that’s been covered by the financial media. Any statements in this conference call that are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statements may involve risks or uncertainties and are not guarantees of future performance. All forward-looking statements represent NHI's judgment as of the date of this conference call. Investors are urged to carefully review various disclosures made by NHI in its periodic reports filed with the Securities and Exchange Commission, including the risk factors and other information disclosed in NHI's Form 10-K for the year ended December 31, 2023. Copies of these filings are available on the SEC's website at sec.gov or on NHI's website at nhireit.com. In addition, certain terms used in this call are non-GAAP financial measures, reconciliations of which are provided in NHI's earnings release and related tables and schedules, which have been furnished on Form 8-K with the SEC. Listeners are encouraged to review those reconciliations provided in the earnings release together with all other information provided in that release. I'll now turn the call over to our CEO, Eric Mendelsohn.

Hello, and thanks to everyone for joining us today. We had another good quarter, capping a strong finish to the year with fourth quarter results exceeding our expectations. For the full year, our NAREIT FFO, normalized FFO, and FAD were above the midpoint of both our original and improved November guidance. Similar to the third quarter results, we experienced stable cash collections, over $2 million in deferral repayments, and no unexpected rent concessions. The triple-net senior housing portfolio continues to benefit from improved industry fundamentals as EBITDARM coverage has now increased for seven consecutive periods with notable improvement at Bickford and our other need-driven operators. The senior housing portfolio, or SHOP, also contributed to the better-than-expected quarterly results with NOI increasing 48% over the fourth quarter of 2022 and over 24% sequentially. While SHOP is still a relatively small piece of our overall business, we're excited by improving trends and continue to believe in the significant upside potential that can drive our organic growth profile. Specifically, we expect SHOP NOI to grow in the range of 25% to 30% in 2024. From a portfolio repositioning standpoint, there is much less to discuss this quarter. We structured the Discovery leases, which were in line with the negotiations described in our November press release and guidance. We're making good progress on the Bickford rent reset with an expected increase in cash rent this year. And our other cash basis tenants are current on their monthly base rent. We believe our portfolio is in much better shape and positions NHI for strong organic growth in the foreseeable future. We're also positioned for external growth with our fortress-like balance sheet. Our leverage profile is one of the lowest of the healthcare REITs and in the top quartile when measured against all REITs. Given this low leverage, we have over $150 million in capacity to deploy capital without the need to issue equity while staying at or below 5x net debt to adjusted EBITDA. I commented during our last call that seller and lender expectations were still 100 basis points behind the changes in everyone's cost of capital and that they should be more realistic about the higher-for-longer rate environment. Higher for longer certainly appears to be the prevailing environment, and we're starting to see sellers and borrowers adjust to this reality. There is an obvious cost of capital disparity with some of our larger peers, but they cannot be the solution for all of the growing illiquidity in the senior housing industry. We continue to advise customers to carefully choose a partner that will work with them towards their success in the long run. We believe this is starting to resonate, which makes us more optimistic now about the pipeline. So we expect our investment activity to accelerate this year. Turning to our guidance for 2024, the midpoint of our FAD guidance represents 2.6% growth over 2023. With less noise from dispositions and rent concessions, as well as more experience with SHOP, we believe we have much better visibility this year compared to the last two. Also, our guidance does not include any investments which we expect will improve – conservative as the pipeline for accretive deals grows. Our guidance represents the third year since the pandemic where we have provided full-year guidance and the 2024 result represents the second year in a row where our FAD achieved the top end of our guidance. Before turning the call over to Kevin, I'll conclude by saying that we accomplished a great deal in 2023, and we're now in a strong position as we return to growth in 2024. Our multipronged organic growth opportunity is as strong as ever, be it SHOP deferral repayments, rent resets, or elevated escalators due to higher inflation. The investment and lending environments are very favorable for well-capitalized, low-levered capital providers like NHI, and the industry supply/demand balance seems finally to be tilting in our favor. In sum, NHI is poised to capitalize on opportunities in what we expect to be many years of exceptional growth. I'll now turn the call to Kevin to provide more details on our operations.

Thank you, Eric. I'll concentrate my comments on investment and disposition activity, as well as performance of our major asset classes and operators. On the investment pipeline, and as Eric noted, we're starting to see more actionable activity. We're hopeful that we're seeing the tip of the iceberg as the volume of new inquiries has significantly increased in the last several months. We're looking at deals across the continuum of senior housing and skilled nursing and across multiple products, which have included loan, lease, and joint venture opportunities. Initial yields, depending on the product, are in the high single-digits to low double-digits. In the case of new loan investments, our philosophy has always been to find a path to future real estate ownership, and that view has not changed. Turning to asset management, as previously disclosed, we sold three buildings in the fourth quarter for net proceeds of $5.4 million and $1.6 million in seller financing. We currently have just one property held for sale. We continue to evaluate opportunities to improve our portfolio, which may include future asset sales, but we have no further material dispositions included in our 2024 outlook. As Eric noted, our fourth quarter results were very strong and largely mimicked our solid third quarter performance. Reviewing the need-driven operators, the positive coverage trends continued with EBITDARM at 1.31x, representing the seventh straight period of sequential growth. The coverage increase was driven in large part by Bickford at 1.51x on a trailing 12-month basis. The Bickford occupancy trends have been excellent. Fourth quarter average occupancy improved 100 basis points sequentially from the third quarter to 85.2%. While we typically expect some seasonal weakness in the first quarter, January average occupancy increased 70 basis points from December to 85.7%. This occupancy improvement comes after a resident rent increase of 6% in November. With this resident rent increase, coupled with the occupancy gains, we expect that Bickford's coverage continues to move higher. Bickford repaid approximately $1 million of their deferral balance in the fourth quarter. This was their highest quarterly repayment, which reflects the portfolio's strong underlying operating results as repayments are tied to revenue thresholds. Total cash rent from Bickford, including repayments, was approximately $33 million during 2023. As Eric mentioned, we are close to reaching an agreement with Bickford on terms of their leases, which are scheduled for a reset on April 1. As the discussions are ongoing, we won't comment further, other than to reiterate that we believe cash rent, including repayments, will be higher in 2024. Our other need-driven tenants operating 37 properties continue to show improvement. Reported coverage at 1.13x is the highest since the second quarter of 2020, and the eighth straight period of sequential improvement. Four operators repaid approximately $1 million in deferrals during the fourth quarter. Our discretionary senior housing portfolio primarily includes our entrance fee portfolio, which has performed well above our expectations since the pandemic began, and that continues to be the case. Coverage improved sequentially to 1.41x from 1.38x, driven by a nice uptick at SLC, our largest tenant, on another solid quarter of entrance fee sales. Discretionary coverage, excluding SLC, which largely reflects the performance of our other entrance fee communities, declined to 1.38x from 1.5x. This was due to uneven entry fee sales at one well-capitalized tenant, but we're happy to see stronger fourth quarter sales, which is not yet reflected in the calculation. The SNF and specialty hospital portfolio reported solid coverage at 2.74x, which has improved sequentially from 2.62x. Lastly, in our SHOP portfolio, momentum continues to build throughout the portfolio with our partners Discovery and Merrill Gardens. Fourth quarter NOI increased 48.2% year-over-year to $2.9 million. Resident fees increased by 9.8% year-over-year on a 740 basis point increase in occupancy to 83.2%. Operating expenses increased just 2.2%, leading to a 580 basis point year-over-year margin improvement to 22.3%. As noted in our 2024 guidance, we forecast SHOP NOI growth in the range of 25% to 30%. While we do not give quarterly guidance, we do expect the NOI cadence to move higher throughout the year. January is off to a good start as occupancy averaged 84.7%, up 30 basis points from December. Our longer-term view on this portfolio, that it can generate NOI dollars in the high teens on margins in the mid-30% range, remains unchanged. I'll now turn the call over to John to discuss our financial results and guidance.

Thank you, Kevin, and hello, everyone. For the year ended December 31, 2023, our net income, NAREIT FFO, and normalized FFO per diluted common share were $3.13, $4.39, and $4.33 per share, respectively, which represents year-over-year improvements of 112%, 24%, and 1%, respectively. For the year ended December 31, our FAD was $187.8 million, down 6.6% year-over-year. But recall that during 2022, we recognized significant prior year holiday-related revenues as a result of our settlement with Welltower. As Eric mentioned, we're pleased to report that each of our pro forma metrics came in at the high end of our guidance. Net income for the fourth quarter and year ended December 31, when compared to our guidance, reflects the fact that we did not close as expected on the sale of our one property and assets held for sale that did not record the expected gain. Our fourth quarter 2023 FAD was $47.3 million, which is a 5.9% increase when compared to the fourth quarter of 2022. Sequentially, compared to the third quarter in 2023, FAD was down $825,000. But recall, the third quarter saw discrete payments from two cash basis tenants for amounts previously owed for prior quarters but which were not recurring to the fourth quarter. Our Q4 2023 metrics when compared to Q4 2022 saw further improvements to FAD payout and net debt to adjusted EBITDA ratios of 82.5% and 4.4x, compared to 87.3% and 4.7x, respectively. The fourth quarter also saw a milestone where, for the first time since Q2 2021, we did not record any impairments. As Eric mentioned, the fourth quarter was sequentially the second quarter without any unexpected tenant concessions. In 2023, we paid or retired approximately $415 million in debt, using proceeds from a new term loan in our revolver. We saw proceeds from loan repayments and dispositions of approximately $70 million and made acquisitions and loan investments of approximately $74 million. During 2023, we did not issue any equity under our $500 million ATM program or buy back any stock under our $160 million stock repurchase authority. Last night, we issued our full-year guidance for 2024. Our 2024 guidance for normalized FFO is in the range of $187.2 million to $189.7 million, or a range of $4.31 to $4.37 per share. We are forecasting FAD to be in the range of $191.3 million to $194.1 million, representing year-over-year growth of 2.6% at the midpoint and 3.4% at the high point. As Eric mentioned, our guidance includes SHOP NOI growth of up to 30% year-over-year and no incremental new investment. While we are telling you that our guidance includes the collection of deferrals, remember that the majority of deferred rent that we collect is attributable to Bickford. As Eric and Kevin mentioned, we are close to finalizing the step-up rent negotiations with Bickford, which will have an impact on the additional deferred rent we will be able to collect in 2024, but not on our estimate for the Bickford NOI, which is included in our guidance. Our balance sheet continues to be a source of strength for us. And this year, our focus will be on our weighted average debt maturities, variable interest rate debt levels, and liquidity. At the end of January, we had $273 million outstanding on our $700 million revolver, and only a single debt maturity this year for $75 million at the end of September. As Eric mentioned, our leverage ratio continues to trend favorably, ending 2023 at 4.4x net debt to adjusted EBITDA. At the end of January, we have ample liquidity of over $425 million in cash and revolver availability and the full $500 million available under our ATM program. Looking towards 2025, we have an additional $326 million in debt maturing. $200 million of this maturing debt is our term loan, which does have, at NHI's option, the ability to extend the loan for up to one year. At December 31, the percentage of variable interest rate to our total debt was just under 39%. In the next two years, we'll retire an additional $201 million in fixed rate debt. Our strategy for this year will be to look at our debt options for improving our average debt maturities and for keeping our variable interest rate risk at comfortable levels. At current interest rates, our long-term interest rates are only 40 to 50 basis points higher than our variable interest rates. So we don't expect any meaningful impacts to our 2024 guidance as a result of any new significant debt facility. As we announced last night, our Board of Directors declared a $0.90 per share dividend for shareholders of record March 28, 2024, and payable on May 3, 2024. Our Board also reauthorized our $160 million stock repurchase plan, which is effective for one year. That concludes our prepared remarks. So once again, thank you for joining our call today. With that, operator, please open the lines for questions.

Our first question comes from Richard Anderson with Wedbush.

John, just if you could confirm for me, I ask this question probably every quarter, and then I forget the answer. On the deferral repayments, is there a doubling up in 2024 where you didn't record it when you offered the deferral, but then you're getting kind of full payment plus deferral in 2024? Does that happen with Bickford or anybody else in your guidance?

Rich, doubling up, that's not the right word. I think what you're asking me is, are we putting on our balance sheet some of the deferrals through GAAP revenues? And the answer to that question is yes. We mentioned in our press release that we had $2 million of deferral repayments in the fourth quarter and $5.7 million for the year. Some of those deferrals that we mentioned, we do pull into our GAAP revenues because that's part of the 842 determination. We try to collect those as soon as possible. When we do collect them, it all flows down into and shows up in FAD. But because of the straight-line component, it may not move FFO or net income. In the fourth quarter, that number was $700,000, was already in net income. For the year, it was $2.6 million. That's our accrual-based deferral recognition.

Okay. There's obviously no doubling up. We have a couple of buckets. Understood.

Yes. We'll try to do a better job in the future to keep this straight, knowing that everybody wants to understand how these deferrals might affect FFO as opposed to FAD. Everything ends up in FAD, but because we're recognizing the collection of these deferrals through GAAP revenues or straight-line revenues, even if we collect them early, that's not going to move FFO or net income.

Okay. Got you. Eric, obviously, great results in the SHOP portfolio. I'm wondering how this informs you in terms of a pipeline of converting existing triple-net senior housing assets into SHOP, if that's on your radar going from a 4.5% of your portfolio being SHOP, to what degree are you enticed by seeing that number go up substantially either organically within the portfolio or through acquisitions?

Thank you, Rich, for the compliment. We are certainly pleased to see improvement in our SHOP portfolio. We have been eager for this progress, and it took us quite some time to complete our CapEx program. Now that it's finished, the results are promising. A couple of quarters do not define a trend. I believe, and this is reflected in our guidance, that this product still has significant potential for growth. It's certainly catching the attention of our Board due to its strong performance. Both Kevin and I aim to expand the SHOP portfolio, whether through acquisitions or conversions. There is considerable opportunity and interest in this area.

Last question for me. I think, John, you mentioned that the Bickford reset in April will affect deferral collections. Are you suggesting that the new rent resulting from the future deferrals that are still pending will be higher rent from Bickford, and that's how you'll account for that? Is that the correct way to think about it?

We're in negotiations with Bickford. Our strategy is to continue improving Bickford's NOI, which will allow us to enhance our NOI and FAD through either increased rent or the collection of deferrals. However, I cannot disclose the expected split at this time. I also can't provide details on the proportion of deferral collections for 2024, as most of them will come from Bickford, nor can I specify how much of that deferral is included in our current guidance.

I would just caution against diminishing that coverage improvement. I believe the market places a higher value on coverage than on rent growth in triple net properties. But you probably already know that; it’s just my perspective from an outside view.

One of the metrics that we present to you is our coverage ratio. That coverage ratio excludes the repayment of deferrals too, by the way.

Our next question comes from Tayo Okusanya with Deutsche Bank.

Along the lines of rent resets, I believe there was also a rent reset related to Discovery in 2024. Could you just kind of talk a little bit about how that is or is not included in guidance?

Yes, Tayo, it is included in our guidance. We discussed this extensively during our November call and noted that the outcome of the renegotiation aligned with our expectations. There was a rent reduction for two of the leases, which remains unchanged. The amount turned out as anticipated, and it is reflected in our guidance. There's nothing further to add.

Got you. Okay. That's helpful. And then Eric, your comments just about acquisitions, again, it really does sound like it could be a really good year in that regard. Could you talk a little bit about how much you're seeing in terms of what just the acquisition pipeline could look like? And could you give us a sense of how much of that is actual fee simple transactions versus more kind of structured finance or mortgage loan transactions?

Tayo, you're absolutely right. A lot of it is structured finance, which we're willing to do at the right price, and if we have line of sight to an acquisition, as I like to call it, loan-to-own. But we're seeing a very robust market right now. I think the message that banks are not lending, deals are falling apart, sellers are getting more rational in their pricing expectations, and I think brokers are getting through to potential sellers that there's still a market, but it's not the market of 2020. It’s a different market now at a higher cap rate with more difficult financing options.

Our next question comes from Juan Sanabria with BMO Capital Markets.

Just hoping you could maybe talk a little bit about some of the piece parts in the SHOP guidance, whether it be occupancy, RevPAR or expense growth or margins underlying your same-store NOI of 25% to 30% growth, please?

Sure. The key focus here is occupancy. As we've mentioned previously, we've been implementing incentives to ensure we achieve our desired occupancy levels. This strategy has positively impacted us throughout 2023 and will continue into 2024. On the expense side, our operating partners have effectively managed costs year-over-year, but we do anticipate some increases due to inflationary pressures. Ultimately, occupancy is the most critical factor. As occupancy improves, we expect net operating income to follow, although this usually lags a bit, which is why NOI tends to be stronger in the fourth quarter as occupancy gradually increases over the year. Our forecast is based on the continued use of incentives to achieve our occupancy targets. Our business update illustrates the comparison between the NIC MAP markets and our buildings, indicating there is still significant opportunity for occupancy growth. Therefore, occupancy remains our top priority. Once we reach our occupancy goals, we expect rates to follow, but that may come in a later phase.

Okay. Great. And then just on your enthusiasm for the investment opportunities. It sounds like you have maybe some more loans opportunities. But just curious if the enthusiasm includes the opportunities to do more in SHOP in terms of new investments, and if you do, in fact, have the greenlight from the Board or not. It sounds like no, but just wanted to confirm. And I guess, bigger picture, the market seems to have moved away from triple-net. I mean, how do you think about the investment pipeline going forward and the opportunities in triple-net versus SHOP; is just the size of the opportunity set perhaps the best way to talk about this?

Juan, this is Eric. It’s certainly noted by our Board that SHOP has popped and we're getting a signal from the Board that they would be open to more SHOP or RIDEA. We're excited about that. As I was saying earlier, the structured finance opportunities are really a result of the bank shutting down, so there’s no shortage of that. But Kevin likes this real estate, and the best way to get to real estate is either doing a joint venture in a SHOP or doing a triple-net lease. I would agree with you that triple-net leases are fewer and far between. But I would also say that it’s really opened the eyes of some customers that maybe having a loan that’s three to five years in term isn’t the best thing when it comes due and you’re not able to find a new loan to replace that; you’re kind of in a pickle. That has driven people to the conclusion that maybe a 10- or 15-year lease isn’t the worst thing in the world and they should consider it. So it’s a funny market out there, but I think it's one that we can do a lot of business in.

I have one last question about Discovery. While I understand the strength you mentioned in the previous call, I'm curious about the restructuring. Is it included in the fourth quarter run rate, or how should we modify the fourth quarter run rate to account for the changes in the Discovery lease?

That's a good question. It is not in the fourth quarter run rate. Best I can do with you on that right now is just simply say it's properly reflected in guidance. Let me think about where we can, through our filings, maybe give you a little more help on that.

There are no further questions at this time.

Thanks, everyone. We look forward to seeing you at NIC or on our road show or conference.

That does conclude the conference call for today. We thank you for your participation and ask that you please disconnect your line. Have a great day, everyone.