XML 25 R14.htm IDEA: XBRL DOCUMENT v3.20.2
Debt
6 Months Ended
Jun. 30, 2020
Debt Instruments [Abstract]  
Debt Disclosure Debt
Debt consists of the following (in thousands):
June 30,
2020
December 31,
2019
Revolving credit facility - unsecured$413,000  $300,000  
Bank term loans - unsecured550,000  550,000  
Private placement term loans - unsecured400,000  400,000  
HUD mortgage loans - secured, non-recourse41,743  42,138  
Fannie Mae term loans - secured, non-recourse95,532  95,706  
Convertible senior notes - unsecured59,898  59,697  
Unamortized loan costs(5,932) (7,076) 
$1,554,241  $1,440,465  

The HUD loans are presented in the table above net of discounts of $1,198,000 and $1,238,000 as of June 30, 2020 and December 31, 2019, respectively. The Convertible Senior Notes are presented in the table above net of discounts of $102,000 and $303,000 as of June 30, 2020 and December 31, 2019, respectively.

Aggregate principal maturities of debt as of June 30, 2020 are as follows (in thousands):

Remainder of 2020$621  
202161,279  
2022664,328  
2023476,378  
202476,429  
2025144,800  
Thereafter137,638  
1,561,473  
Less: discount(1,300) 
Less: unamortized loan costs(5,932) 
$1,554,241  

Revolving credit facility and bank term loans - unsecured

Our unsecured bank credit facility consists of $250,000,000 and $300,000,000 term loans and a $550,000,000 revolving credit facility. The $250,000,000 term loan and $550,000,000 revolving facility mature in August 2022, and the $300,000,000 term loan matures in September 2023. On March 22, 2019 and June 28, 2019, we entered into swap agreements to fix the interest rates on $340,000,000 of term loans and $60,000,000 of our revolving credit facility through December 2021, when LIBOR is scheduled for discontinuation.

The revolving facility fee is currently 20 basis points per annum, and based on our current leverage ratios, the facility presently provides for floating interest on the revolver and the term loans at 30-day LIBOR plus 120 basis points and a blended 132 basis points, respectively. At June 30, 2020 and December 31, 2019, 30-day LIBOR was 16 basis points and 176 basis points, respectively. Through June 2020, the Company utilized $610 million in interest rate swaps, designated as cash flow hedges, to fix the variable interest rate on the amounts outstanding on our term loans and revolving credit facility. On June 29 and 30, 2020, $80 million and $130 million of these hedges expired. As of June 30, 2020, we had $563,000,000 of outstanding variable rate debt exposed to interest rate risk through December 2021, at which time our remaining hedges expire. Our swaps and the financial instruments to which they relate are described in the table below, under the caption “Interest Rate Swap Agreements.”

At June 30, 2020, we had $137,000,000 available to draw on the revolving portion of our credit facility, subject to usual and customary covenants. Among other stipulations, the unsecured credit facility agreement requires that we maintain certain financial ratios within limits set by our creditors. At June 30, 2020, we were in compliance with these ratios.
On July 9, 2020, we entered into a one-year $100,000,000 term loan bearing interest at 30-day LIBOR (with a 50 basis point floor) plus 185 basis points. The term loan provides us with the option to extend the maturity by one year subject to the payment of a 20 basis point extension fee. The term loan proceeds were used to reduce the outstanding balance on our revolving credit facility.

Pinnacle Bank is a participating member of our banking group. A member of NHI’s Board of Directors and chairman of our audit committee is also the chairman of Pinnacle Financial Partners, Inc., the holding company for Pinnacle Bank. NHI’s local banking transactions are conducted primarily through Pinnacle Bank.

Private placement term loans - unsecured

Our unsecured private placement term loans, payable interest-only, are summarized below ($ in thousands):

AmountInceptionMaturityFixed Rate
$125,000  January 2015January 20233.99%
50,000  November 2015November 20233.99%
75,000  September 2016September 20243.93%
50,000  November 2015November 20254.33%
100,000  January 2015January 20274.51%
$400,000  

Except for specific debt-coverage ratios, covenants pertaining to the private placement term loans are generally conformed with those governing our credit facility. Our unsecured private placement term loan agreements include a rate increase provision that is effective if any rating agency lowers our credit rating on our senior unsecured debt below investment grade and our compliance leverage increases to 50% or more.

HUD mortgage loans

Our HUD mortgage loans are secured by ten properties leased to Bickford and have a net book value of $48,287,000 at June 30, 2020. Nine mortgage notes require monthly payments of principal and interest from 4.3% to 4.4% (inclusive of mortgage insurance premiums) and mature in August and October 2049. These nine HUD mortgage loans are subject to prepayment penalty until the third quarter of 2024. One additional HUD mortgage loan assumed in 2014, at a discount, requires monthly payments of principal and interest of 2.9% (inclusive of mortgage insurance premium) and matures in October 2047. As of June 30, 2020, the loan has an outstanding principal balance of $8,385,000 and a carrying value of $7,187,000, which approximates fair value.

Fannie Mae term loans - secured, non-recourse

In March 2015 we obtained $78,084,000 in Fannie Mae financing. The term-debt financing consists of interest-only payments at an annual rate of 3.79% and a 10-year maturity. The mortgages are non-recourse and secured by thirteen properties leased to Bickford. In a December 2017 acquisition, we assumed additional Fannie Mae debt that amortizes through 2025 when a balloon payment will be due, is subject to prepayment penalties until 2024, bears interest at a nominal rate of 4.60%, and has a remaining balance of $17,448,000 at June 30, 2020. All together, these notes are secured by facilities having a net book value of $132,042,000 at June 30, 2020.

Convertible senior notes - unsecured

In March 2014 we issued $200,000,000 of 3.25% senior unsecured convertible notes due April 2021 (the “Notes”) with interest payable April 1st and October 1st of each year. The Notes were convertible at an initial rate of 13.93 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $71.81 per share for a total of approximately 2,785,200 underlying shares. The conversion rate is subsequently adjusted upon each occurrence of certain events, as defined in the indenture governing the Notes, including the payment of dividends at a rate exceeding that prevailing in 2014. The conversion option was accounted for as an “optional net-share settlement conversion feature,” meaning that upon conversion, NHI’s conversion obligation may be satisfied, at our option, in cash, shares of common stock or a combination of cash and shares of common stock. Because we have the ability and intent to settle the convertible securities in cash upon exercise, we use the treasury stock method to account for potential dilution in the calculation of earnings per diluted share.
In December 2019, through the issuance of common stock and cash we retired $60,000,000 of our convertible notes. Settlement of the notes requires management to allocate the consideration we ultimately pay between the debt component and the equity conversion feature as though they were separate instruments. The allocation is effected by recording the fair value of the debt component first, with any remainder allocated to the conversion feature. Amounts expended to settle the notes are recognized first as a settlement of the notes at our carrying value and then are recognized in income to the extent the portion allocated to the debt instrument differs from carrying value. The remainder of the allocation, if any, is treated as settlement of equity and adjusted through our capital in excess of par account.

As of June 30, 2020, our $60,000,000 of senior unsecured convertible notes were convertible at a rate of 14.80 shares of common stock per $1,000 principal amount, representing a conversion price of approximately $67.58 per share for a total of 887,856 shares on the remaining $60,000,000 of senior unsecured convertible notes. For the three and six months ended June 30, 2020, there was no dilution resulting from the conversion option within our convertible debt. If our current share price increases above the adjusted $67.58 conversion price, dilution may become attributable to the conversion feature. At June 30, 2020, the face amount of the convertible debt exceeded its value on conversion, when value on conversion was computed as if the debt were immediately eligible to convert.

Interest Rate Swap Agreements

Our existing interest rate swap agreements will collectively continue through December 2021 to hedge against fluctuations in variable interest rates applicable to $400,000,000 of our bank loans. On June 29 and 30, 2020, there were $210,000,000 notional amount of swaps that matured. During the next year, approximately $7,094,000 of losses, which are included in accumulated other comprehensive loss, are projected to be reclassified into earnings.

Through June 30, 2020, we employed the following interest rate swap contracts to mitigate our interest rate risk on our bank term and revolver loans described above ($ in thousands):

Date EnteredMaturity DateSwap RateRate IndexNotional AmountFair Value (Liability)
June 2013June 20202.11%1-month LIBOR$80,000  $—  
March 2014June 20202.16%1-month LIBOR$130,000  $—  
March 2019December 20212.22%1-month LIBOR$100,000  $(3,143) 
March 2019December 20212.21%1-month LIBOR$100,000  $(3,163) 
June 2019December 20211.61%1-month LIBOR$150,000  $(3,316) 
June 2019December 20211.63%1-month LIBOR$50,000  $(1,115) 

If the fair value of the hedge is an asset, we include it in our Condensed Consolidated Balance Sheets among other assets, and, if a liability, as a component of accounts payable and accrued expenses. See Note 11 for fair value disclosures about our interest rate swap agreements. Net liability balances for our hedges included as components of accounts payable and accrued expenses on June 30, 2020 and December 31, 2019, were $10,737,000 and $3,434,000, respectively.

The following table summarizes interest expense (in thousands):
Three Months Ended Six Months Ended
June 30,June 30,
2020201920202019
Interest expense on debt at contractual rates$10,569  $13,355  $23,572  $26,429  
Losses reclassified from accumulated other
comprehensive income (loss) into interest expense2,263  (350) 2,755  (641) 
Capitalized interest(19) (158) (117) (315) 
Amortization of debt issuance costs and debt discount744  899  1,487  1,791  
Total interest expense$13,557  $13,746  $27,697  $27,264