Greetings and welcome to the 2019 National Health Investors Conference Call. During the presentation, all participants will be in a listen-only mode. Afterwards, we will conduct a question-and-answer session.

[Operator Instructions] As a reminder, this conference is being recorded Wednesday, February 19, 2020.I would now like to turn the conference over to Dana Hambly. Please go ahead..

Thank you and welcome everyone to the National Health Investors conference call to review the company's results for the fourth quarter of 2019.

On the call with me today are Eric Mendelsohn, President and CEO; Kevin Pascoe, Chief Investment Officer and John Spaid, Executive Vice President of and Chief Financial Officer.The results as well as notice of the accessibility of this conference call on a listen-only basis over the Internet were released this morning before the market opened and a press release that's been covered by the financial media.As we start, let me remind you that any statements in this conference call which 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, 2019.

Copies of these filings are available on the SEC's website@www.sec.gov or on NHI's website www.nhireit.com.In addition, certain terms used in this call are non-GAAP financial measures. Reconciliations which are provided in NHI's earning release and related tables and schedules, which has been filed 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 Eric Mendelsohn..

Thank you, Dana. Hello, everyone, and thanks for joining us today. We are pleased to report our fourth quarter and full year results for 2019, which were at the top end of our guidance range despite the many headwinds that we faced last year.

We started 2019 in a much more defensive posture than as usual for NHI, and we experienced good momentum throughout the year. We are in much better shape as we enter 2020.

We are not out of the woods by any means as the senior housing industry continues to be challenged by new deliveries and labor issues, which we do not expect to improve for at least the next several quarters.

But we are generally encouraged by slowing inventory growth and very strong net absorption, which in 2019 showed the highest level of demands in the 13 years since NIC has been collecting this data.Furthermore, our Skilled Nursing portfolio continues to show very strong coverage.

And we expect that the new PDPM reimbursement system will moderately improve on that coverage. We have remained optimistic despite some of the headwinds and announced $329 million in acquisitions in 2019, primarily with existing partners.

We also added three new partners with whom we are excited to grow with for many years to come.In 2020, we have already announced $150 million including $135 million for Timber Ridge, which is a Class A, CCRC, just outside of Seattle. And we are thrilled to partner with LCS on this deal.

Kevin will share more details later.With the Timber Ridge acquisition, we are dipping our toes back into RIDEA with a 25% interest in Opco. But unlike other RIDEA structures more common with healthcare REITs.

We've done so with an embedded triple net lease that mitigates volatility of the underlying operation to NHI shareholders.We are always open to creative financing solutions with premier operators like LCS, and investors should expect that our focus will continue to be on the triple net strategy.

We recently announced a 5% increase in our dividends, which marks the 11th straight year we have increased the quarterly dividend by 5% or more, while maintaining our coverage ratio below 80% of normalized FFO for the last seven years.

This makes us a dividend achiever if you keep track of such things.We're not satisfied with the limited per share growth that we experienced in 2019. And our G&A reflects that in the form of reduced executive compensation this year. This demonstrates accountability to shareholders.

We worked hard to anticipate areas that need attention and proactively addressed issues in a transparent manner. As we talked about on our third quarter call, we expect that we will return to mid-single digit growth this year. John will discuss the guidance in more detail.

But I will add that we have good visibility on our outlook and that our desire is always to under promise and over deliver.With that, I'll turn the call over to John..

Thank you, Eric. And good morning, everyone. I'm pleased to report a solid quarter and year end to 2019, as well as 2020 guidance more representative of historic NHI growth. Beginning with our three FFO performance metrics on a diluted common share basis.

For the fourth quarter ending December 31, 2019, NAREIT FFO increased 6.9% to $1.39; normalized FFO increased 4.4% to $1.41; and adjusted FFO increased 2.4% to $1.30.

On a full year basis, NAREIT FFO per diluted common share increased 2.4% to $5.49, normalized FFO increased 0.7% to $5.50, and adjusted FFO increased 1.2% to $5.10, which as Eric previously mentioned was at the top end of our guidance range.Reconciliations for our pro forma performance metrics can be found in our earnings release and 10-K file this morning at sec.gov.I want to now talk about our cash NOI.

Cash NOI is the metric we use to measure our performance. We define cash NOI as GAAP revenue excluding straight line rent, excluding escrow funds received from tenants and excluding lease incentive and commitment fee amortizations.

For the year ending December 31, 2019, cash NOI increased 7% to $290.5 million compared to $271.5 million in the prior year. Our increase in 2019 cash NOI was reflective of our organic NOI growth from lease escalators, our partial year contributions from newly announced 2019 investments.

Our continued fulfilment in 2019 of the prior years announced investments offsets by impacts due to the Holiday master lease restructuring and finally homes for the nine transition properties.Our reconciliation of cash NOI can be found on page 17 of our Q4, 2019 SEC filed supplemental.

G&A expense for the 2019 fourth quarter increased 28% over the prior year fourth quarter and for the entire year increased 6.8% over 2018 to $13.4 million.

Including the fourth quarter and full year 2019, G&A expense was approximately $716,000 in severance.Excluding the severance expense, G&A increased 2.7% in the fourth quarter over the prior year's fourth quarter, and 1.1% for the full year compared to 2018.

As Eric mentioned in his opening remarks, the flat year-over-year G&A expense growth is reflective of our muted executive compensation for NHI's 2019 performance.Turning to the balance sheet, we ended the year with $1.44 billion in total debt, which a little over 90% was unsecured.

At December 31st, we had $250 million capacity on our $550 million revolver.

During December, NHI entered into privately negotiated agreements with certain holders of our 3.25% convertible senior notes, under which we issued 626,397 shares of NHI common stock plus cash consideration and payment of fees totaling $22.1 million to redeem $60 million in aggregate principal amount of our outstanding convertible notes.As a result of the redemption at year-end, NHI's aggregate balance of convertible notes is now $60 million, which will mature in April of 2021.

Our debt capital metrics for the quarter ending December 31st were net debt to annualized adjusted EBITDA at 4.7x, weighted average debt maturity at 4 years, and our fixed charge coverage ratio at 5.7x. For the quarter ended December 31st, our weighted average cost of debt was 3.54%.

We've mentioned in prior calls that we expect 2020 to be a transformative year for NHI's balance sheet, and the interest rate is currently favorable. Our announced public credit ratings allow us to consider the public debt market.Our current shelf registration is expiring and we will be filing the new shelf registration in the coming weeks.

Stay tuned and more to come in the forthcoming quarters as we look to turn off our revolving balance and make room for future growth. This morning, we issued our 2020 guidance. We expect NFFO to be in the range of $5.67 to $5.71 per diluted share, or an increase of 3.5% at the midpoint.

We also expect AFFO to be in the range of $5.31 to $5.35, or an increase of 4.5% at the midpoint.Our guidance continues to reflect management's intent to under promise and over deliver. Our guidance issued today includes effects from the recently announced Brookdale purchase option.

Expected contributions from the recently announced Timber Ridge joint venture, continue fulfillment of our commitments as detailed in our 10-K and line of sight on unannounced investments under LOIs totaling approximately $50 million.Our guidance also reflects our views on our transition properties.

While we don't expect the cash NOI and 9 transition properties to return to 2018 levels this year. We do expect them to get to between 40% and 45% of the way back to 2018 levels.

We do believe though after straight-line rent, the gap revenues for the transition properties will get to between 60% and 65% of the way back to the 2018 levels.Our guidance this year includes assumptions for turning off our revolving debt, and further assumes that we will continue to make additional investments on a leveraged neutral basis.

In addition to our per share guidance, we wanted to also give guidance on several items that many of you use to evaluate our FAD performance.

In addition to non-cash stock compensation, which you'll see referenced in our reconciliation table as part of this morning's earnings release.Moving forward, we wanted to also provide you with pro forma routine capital expenditure and non-refundable entrance fee and cash flows attributable to our 25% share in the Timber Ridge OPCO.Together with our earnings released this morning, we also announced our first quarter dividend.

We increased our quarterly dividend 5% or five in quarter cents to a dollar in a quarter to $1.1025 per common share. The first quarter dividend is payable made to shareholders of record March 31st, 2020.

As Eric mentioned in his opening remarks, we started 2019 off on defense but end of the year back on office and 2020 is shaping up to be a good year for NHI.With that, I'll now turn the call over to Kevin Pascoe to discuss our portfolio.

Kevin?.

Thank you, John. Looking at the overall portfolio at the end of the third quarter, the EBITDA on coverage ratio was 1.66x for the total portfolio compared to 1.65x in the year earlier period and 1.69x in the prior quarter.Senior housing coverage decline year over year is expected to 1.14x compare to 1.23x last year and 1.15x in the prior quarter.

And our skilled portfolio at 2.73x improved from 2.55x last year but declined from 2.8x in the June quarter. The sequential decline is attributable to NHC as the non-NHC SNF coverage improved to 1.92x from 1.87x in the June quarter.

And we are still very comfortable with the NHC coverage, which was 3.69x in the third quarter.Our ample SNF coverage is a testament to the hard work of our best in class operators and while the senior housing industry continues to be challenged by supply and labor issues, we have not seen a meaningful shift in operating trends and feel our operating partners are doing a good job of competing in their respective markets.According to recent NIC data, properties with an average age of 10 to 17 years have the highest occupancy followed by properties with an average age of 25 plus years.

Interestingly, the lowest occupancy was reported for properties with an average age of 2 to 10 years. This tells us that performance is operator driven consistent with our philosophy and that the newest buildings will not always guard the most market share.Turning to our operators by revenue.

Bickford senior livings represent 18% of our cash revenue and have EBITDA on coverage ratio of 1.07x for the trailing 12- months ended September 30. On the same store basis, the Bickford EBITDARM coverage is 1.12x including a development property which will roll on to the coverage calculation in the fourth quarter.

The Bickford total and same store coverage is 1.09x and 1.14x respectively.Due to the lagging nature of EBITDARM on coverage and in an effort to provide more transparency, we have continued to disclose Bickford's occupancy. Bickford's occupancy started to turn positive in the second quarter which continued through the third quarter.

We are pleased to report that Bickford's fourth quarter occupancy remains steady on a sequential basis and showed significant improvement year-over-year.Bickford's total and same-store leased portfolio occupancy improved by 160 basis points and 230 basis points respectively in the fourth quarter of 2019 compared to the same quarter in 2018.

Importantly, Bickford's has maintained price discipline while showing this improved occupancy.Lastly, NHI exercises its purchase option on the Bickford Shelby property for $15.1 million at an initial yield of 8% during the first quarter of 2020.

This transaction is similar to the Bickford's journey deal and that replaces a $14 million construction loan we had in place previously. We have similar agreements on two other Bickford properties which we believe will help stabilize and improve our coverage with this operator.

Developing new assets with Bickford will help us continue to evaluate additional asset sales while maintaining our relationship with Bickford and upgrading the port portfolio.Moving to Senior Living Communities.

Our relationship with SLC represents 16% of our annualized cash revenue, including that entry fee income the EBITDARM coverage ratio was 1.1x on a trailing 12-months basis. This compares to 1.28x in the year earlier period and 1.1x for the June quarter.

As discussed on prior calls, we are watching entry fee sales closely and leading sales indicators have started turn positive where SLC has purchased additional unit inventory.The benefit of entry fee sales will take some time to roll through the coverage calculation as the quarters with those inventories repurchases roll out of the calculation.Our next largest partnership is with NHC, which accounts for 14% of our annualized cash revenue.

As previously mentioned, NHC had a corporate fixed charge coverage of 3.69x in the September quarter. Lastly, Holiday retirement which represents 12% of our cash revenue had and EBITDARM coverage ratio of 1.21x, which is a slight improvement on both the year-over-year and sequential basis.

Recall that we restructured the master lease with Holiday at the beginning of 2019, which required some difficult decisions at the time. But the goal was always to put Holiday in a better position operationally and financially, while acting in the best interest of our shareholders.

While the story continues to play out, we are encouraged by the outcome just over a year later.Moving on the new investments. In the fourth quarter, we continue to expand our relationship with 41 management with the acquisition of a 48-unit assisted living and memory care community in the St.

Paul, Minnesota area for $9.34 million at initial cash yield of 7.23%.We also extended a second mortgage loan of $3.87 million at a rate of 13% on an assisted living community in Bellevue, Wisconsin. This is a one year loan with extension options and an NHI has a purchase option on the community upon stabilization.

We also exercise our purchase option and formed a joint venture with LCS to own and operate the 401 unit Timber Ridge CCRC for $135 million effective January 31.As Eric mentioned earlier, this deal includes a reduced structure whereby NHI holds an 80% interest in the Propco and the 25% interest in Opco.

Propco was leasing the community to Opco, under a seven year triple net lease at initial yield of 6.75%. NHI is also got financing of $81 million to Propco, or approximately 60% of the purchase price.

This is a Class A property and a high barrier entry and affluent market outside of Seattle with one of the premier CCRC operators in the country.Regarding the acquisition environment and pipeline, we announced $329 million in acquisitions during 2019 and we're off to a good start in 2020 with announced deals already totaling $150 million.

We look forward to our new building opening in Milwaukee with Ignite Medical Resorts. Our $25 million dollar investment has a yield of 9.5% and we expect rent to commence when it opens in the second quarter.

Valuations are still very competitive but through a relationship driven approach, we continue to see additional opportunity as we survey the market, and are committed to adding high quality operators and communities to the portfolio yields comparable to what we have done in the last few years.With that, I'll hand the call back over to Eric..

Thank you, Kevin. The challenges in this industry cannot simply be lumped into general categories like AL versus IL or primary versus secondary. NHI is committed to succeeding in all of the markets and products in which we invest. We are constantly reviewing our portfolio to identify opportunities that we can proactively address.

We do this through a number of methods and our preference is to always do it in unison with our operators and through a financial structure, which leads to stability in our cash flow.

As I mentioned earlier, we have good visibility in our outlook this year and we look forward to updating you on our progress throughout the year.With that operator will now open the line for questions..

[Operator Instructions]And our first question comes from Chad Vanacore with Stifel. Please proceed with the question..

Hey, good morning. This is Seth Canetto on for Chad. So John mentioned in his opening remarks about the strong cash NOI 7% in 2019.

How should we be thinking about that in 2020? And do you guys have any guidance on that metric?.

So let's see. This is John. How should you be thinking about that? So, obviously, it's going to show, that's the easy answer. So, no, we don't have guidance on it.

I think that the best way to explain it is we have to grow our cash NOI in the 7% or greater range, which then after we issue additional shares is diluted back to the growth metrics that we need to get to our 5% target. And our 5% target on AFFO is roughly $0.26 over 2019. So there are a lot of ins and outs that goes through all of our forecasts.

And we've had some outs and this year which includes some of our purchase options.So that's why it gets a little bit tricky.

But at the end of the day, we're trying to grow the company and we're trying to grow the company through cash NOI, which, you know, eventually funnels down to what how we're able to cover our dividend and also pay for all of our capital, our other capital. So, yes, it's a little bit tricky..

All right. Thanks. That's helpful.

And then just looking at Timber Ridge acquisition you guys did with that RIDEA structure? Is that how we should think about you guys dipping your toe into the RIDEA structure going forward? Do you think there will be more deals structured like that?.

Hey, Seth, this is Eric. I think so. That's a structure that we have spent a lot of time and energy vetting with our legal advisors and tax advisors to make sure it works and make sure that it's appealing from joint venture partner perspective as well.

And obviously now that it's in place, we'll have some time to experience it as a joint venture partner. And see how it works. But we think it's a winning combination of exposing us to RIDEA in a limited sense so that the operating performance which is generally lumpy will not interfere with our guidance and giving us some upside at the same time..

All right, great. And then Eric, you mentioned that when we think about senior housing, we are not out of woods yet. There are still new deliveries and labor issues affecting the industry. And we really don't see a lot of improvement in 2020. But how should we think about this show total portfolio coverage.

Thing is deteriorated from 123 last year to 114. I understand those are trailing numbers.

But how should we just think about that coverage metric moving forward?.

Sure. I'll keep in mind our reporting on coverage is - there's a two quarter lag, one quarter lag. So we're always looking in the rear view mirror. And I think we've been very transparent about what's going on with Bickford. And we're starting to see the benefits of all of the work that we're doing with them.

Just to reiterate, we're publishing current occupancy and our 10-K. We've adjusted their rent, we've sold or about to sell underperforming buildings, we transitioned in underperforming building in Minnesota to another operator. And while they're still supporting that rent this year, that will lessen next year.

And then they have new developments that are coming on board that are improving their immediate coverage which does not show up in same store for two years. So that's one way to think about the coverage.And then the other is Senior Living Communities.

And they have invested heavily in new product that was available for sale and they're buying community. And that weighs on their coverage. So generally, we're optimistic and what we're seeing is an improving trend..

And our next question comes from the line of Daniel Bernstein with Capital One. Please proceed with your question..

Hi. Good afternoon.

Just wanted to make sure, are you responsible for CapEx and the JV structure with LCS?.

So, because we own, we're part owners in the OPCO and because we're trying to understand the cash flows that we might recognize from the OPCO, we're giving you a little bit of guidance on what might help you sort of get to a performance metric on the OPCO as we move forward. So at the end of the day make a decision about distributions on OPCO.

You will see the earnings loss on our profit and loss statement and you won't see some of the other sort of items that will -we'll have to sort of take care of before we make distributions. And we're trying to give you some help on that.

We're also trying to give you some help on how we're going to report ourselves moving forward.We haven't made final decisions on all that, but I think you're going to see components of all of these numbers in our first quarter results.

And then finally, one of the things I want to make sure I point out to you is that, you know, we might actually be able to distribute to ourselves more than our performance metrics indicate because one of the things we're not really talking about is the refundable entrance fee portion of the cash flow streams that the OPCO will also see.

So, that's more of a liquidity measure. So we try to stay away from most of the measures. But you'll hear, Kevin, talk more about that as we progress forward on the Timber Ridge joint venture..

And on skilled nursing, I mean it seems like you have some positive comments on PDPM and we've seen some positive comments across the space from other REITS and operators as they report. So when you think about your pipeline going forward, most of what you've done has been seniors housing.

Do you think your pipeline might shift a little bit more balanced between skilled and seniors? Are you really more focused on seniors at this point?.

Dan, it's Kevin. I think our focus has never gone away from skilled nursing. It's really just been letting the market come back to what we want to transact on that in terms of just coverage and yield. Felt like we've seen that happen. So we've been an active participant so to speak in terms of reviewing deals and trying to do some more investment there.

I don't know that it changes the way we move forward. Again, I think we are still actively looking at skilled nursing. I don't think yet. We're saying we're going to do more just because of that. But I think I do think you'll see us make investments in the skilled space. We're just going to remain selective on what we go after..

What would be the whole would be? Competition and cap rates? Lack of operator quality? I mean what would get you more excited about skilled nursing versus where you are today or where you were last year?.

Sure. Operator quality always going to be first and foremost, I think we've got a vintage is definitely something that weighs heavily on an investment decision, how old buildings are. That said if you've got a good operator and a good plan to invest in capital, we would definitely evaluate that.

So the things that have held us up before were really more where the market was pricing, lease coverage on those types of assets and it's just not, it wasn't interesting at those levels, but again, I feel like we're starting to see more deal flow at levels where we would be interested. So stay tuned there, but it's definitely on our radar..

Okay. And one last question if I could, when it comes to supply growth within say Bickford and SLC Holiday markets, it seems if you look at the NIC map data starts are coming down, supply growth is slowing.

Within those markets that you're in are you seeing that same type of trend? Maybe you don't see all that benefit this year, but over the next couple of years, if supply growth is going to slow down, you probably get some improvement in lease coverage.

So what does the supply outlook look within the markets that you're invested in?.

It really depends on the market and so within Bickford those general markets. We've seen some new supply, but it really, supply by itself hasn't hampered them all that much. I think you mentioned that. I think you mentioned SLC, there's been a couple markets there that where there has been new delivery that has impacted them.

So it is - it varies mark-to-market very widely. We are as you mentioned, see those deliveries happening, the absorption happening.

So it's going to take some time to get there to soak up the inventory where there was new inventory, but it's not been rampant across like the Bickford markets and there's been, as I mentioned, a select few there and then some -in some of the SLC market. So we're watching those, but we feel like they're able to compete well.

The buildings look good, they maintain them and they're able to show well and still get sales get people to move in want to be a part of those communities..

And our next question comes from the line of John Kim with BMO Capital. Please proceed with your question..

Thank you.

I was wondering if you could provide some insight on what you're seeing as far as CCRCs and the average as long as the range of the non-refundable- refundable portion of entrance fees either in your existing portfolio or what your underwriting at Timber Ridge?.

He is asking about non-refundable..

Yes, so, again, this is one that changes or varies widely based on the community. In the instance of Timber Ridge, the entry fee component is much larger because it is of the asset quality in what they're able to charge was entrance fees.

So, it is a bigger proportion of entry fee, income or entry fee receipts that they would be then say we are with like Senior Living communities, at least in some areas in the south where the entry fees would be lower. In terms of percentage, is that your question? The percentage of entry fee? That is not refundable..

Yes, I mean, residents have different options right on what they could choose?.

If we're talking about Timber Ridge there's really only one contract. It's an 80% return capital contract. So 20% plus the increase in value of that unit over the turnover time is what would be the non-refundable portion..

And is that pretty typical with your existing CCRC portfolio?.

No, it actually varies quite a bit. Some have -so SLC has 90% return a capital or 90, 60 and 0.

So there's several different selections there, and a couple of our Connecticut communities, there's even more different options in that, I would say, and then within SLC, it's probably split almost 50-50 between the 60s and the 90s in terms of the plan that the resident would choose, so, on average, I would say you're going to be 75%.

So a little bit different number but different contract types that are available. So there's nuance between the return of capital components and then there's also just nuance between the types of building that it is. So Timber Ridge is a type A community, SLC, the Type C community or market rate.

So some of that -some of those things will drive what they can charge; what the service fees are for each line of service that they're getting. So there's a lot of components that go into entry fee, how is it calculated and ultimately, what their return will be..

And can you remind us how are you counting for this as far as the normalized FFO impact that on cash base or you are amortizing the non-refundable portion?.

So depending on what line you're talking about, so, the net income line will have a recognition of the non-refundable piece that and you're talking about with respect to Timber Ridge only, that is a function of the average resonance expected stay in the community.

And from there we will at the AFFO line, adjust out the non-cash amortizations of the non-refundable entrance fees but we intend to give you a picture of what the actual cash flows will look like below the FFO line for FAD purposes. I'll let you choose to use that information as you deem appropriate.

And you'll see some irregularity in that cash flow as we move forward and what you won't see is the cash flows from the refundable entrance fees..

The adjustment is made to AFFO but it will remain in the normalized FFO, is that correct?.

Yes. So normalized FFO sort of contains all of those sort of revenue items like straight-line rent in this case it'll contain the amortization of the non-refundable entrance fees at the NFFO line but we'll back it out to get a little closer to the cash flow at the AFFO line and then give you the actual cash.

And this is just on the non-refundable entrance fee component..

Right. Okay. Eric you mentioned in your prepared remarks that you remain committed to the triple net lease structure. It seems like a structure that increasingly not working for a lot of operators just given the CapEx and the rising rent.

So I'm wondering is there anything you're doing as far as altering your leases to be more operator friendly? I know you've done this joint venture with LCS in the Opco, but is there anything else that you're doing on the triple net leases to resonate with operators?.

Yes. We have done things like made our escalators CPI based. So they don't get too far ahead of resident rent increases. We have done things like paid for renovations of buildings and added them to the lease basis. So even though we are contributing to CapEx those dollars out are getting us an investment return and generally that's a formula that works.

And then finally, John, I think you've noticed we are very careful about our investments and underwriting that we do and we are constantly making sure that there is coverage that allows the tenant to a, make money and make a profit on their efforts and b, have enough left over for CapEx and the buildings and when that coverage is not there we pay close attention to that.

And I would point to Bickford as an example of that..

Our next question comes from the line of Omotayo Okusanya with Mizuho. Please proceed with your question..

Yes. Good afternoon, everyone. For the guidance number, I just had two clarifying questions. First of all, in regards to just investment / acquisition activity that's built into guidance. I just wanted to confirm that that is the loan commitments you still have out there which kind of lay out in the 10-K.

The $150 million that you've done here year-to-date and then you also mentioned about $50 million also built in for deals that are in line of sight, is that correct?.

That's correct. And don't forget though of the $150 million that are sort of subsequent event items, you might think of it as sort of recycling capital. We transitioned a Bickford loan to a lease and we transitioned LCS mortgage to a lease, so those aren't totally new dollars going out, yes..

Yes. Got you. And so, all-in-all then, when you kind of just add up all those dollars that total investment of how much built into guidance..

So, you are talking about new dollars going out, is that your question?.

Yes..

It's roughly in the $200 million range..

Okay. So that's about $200 million, okay. So that's helpful..

Yes. So that's fulfilling like you said that's fulfilling our development and loan commitments, but not completely right. We're not going to get them all filled this year. So it's roughly 60% to 70% of those being fulfilled this year..

Okay..

And of course timing is a big part of that right, so timing is a function of basically how many -how much of the year are we going to get as those numbers get built into our forecast..

Okay. So that's helpful. Then second one, this one is also kind of clarify around the transition portfolio itself. You kind of discussed built into guidance was this idea of you kind of get back to about 60% of the NOI from two years ago from 2018.

Could you just clarify again exactly how much NOI that's built into guidance? Then based on that assumption..

So I gave you a range right for two components cash and GAAP. So in 2018, we had $9.6 million in cash recognized and approximately $10.7 million in GAAP revenues. So we're saying 40% to 45% of cash and 60% to 65% of GAAP. And then the reason for that is we've signed some longer-term leases with Discovery and Senior Living Communities.

The cash components of those really come about more in 2021 than they do in 2020..

Got you. Okay. So that's helpful from that perspective. Okay. And then just one more, if you may, that could indulge me. On your most recent disclosure about tenant purchase options. That kind of a new purchase option therefore in NHI owned hospital that could be exercised of earlier 2021.

Just kind of curious, is this like- is this a new purchase option because it just kind of seems like it's sprung in there this quarter. And wasn't in prior disclosures..

Yes. So this is Kevin. So it's not a new option. What it is we have agreement with the operator there to extend the option into the first part of 2021. So they are just not going to exercise their option this year.

So that's the change and just kind of add on to that we've been working with -we feel like we have good relationships with each of these operators and we're talking through scenarios in which we can do more things like that.

Nothing's done yet but we feel like we have the ability to hopefully make some changes to be able to improve some of these options and in any event, we do feel like where the options do get exercised, its capital that we'll get back be able to redeploy.

So we have -we'll be able to overcome in time, but we do recognize some of these like the hospitals, those are high yielding returns, and so those are ones that we're definitely focused on and trying to do things like this where we can move them around if at all possible..

Our next question comes from the line of Connor Siversky with Berenberg. Please proceed..

Hi, all. And thanks for having me on the call today. A quick follow-up to Tao's first question looking at some of these loan commitments and development commitments.

Can you provide any color as to the timing maybe of some of the completion of these bigger projects?.

So the bigger projects will be Sagewood right. So it obviously else that's -it's controlled by the developer there and we do expect that to open towards the end of this year. So the most of the LCS Sagewood commitments will not all - not all but most will be funded this year.

You'll see some other items in there; they tend to be sort of front-end a little bit heavy and then they kind of maybe mitigate a little bit and then towards the back end be a little bit heavy for the other sort of construction commitments.

Ignite Medical Resources is something we do expect to open here pretty soon and so that's something that you should see get fully funded and between now and the end of the second quarter.

Does that help?.

Yes. Thanks for that. And then maybe a little bit more of a high-level question, just looking at the external acquisition pipeline given pretty strong performance of your portfolio could be considered secondary markets.

I mean are you seeing any meaningful pricing pressures developed there or are you being kind of pushed out of any deals you're looking at or is the competitive environment relatively stable?.

This is Kevin. I feel like the environment is definitely still competitive.

That said, those secondary markets have really been where we've built up a good- a lot of good relationships and are able to find new deals where we can find either repeat business which is kind of been our bread and butter or find new growing operators which we've also done a good job of over the last few years.

So as it stands, I feel like we're seeing the market pretty well. We're able to be competitive for some of those and the key for us is to get there before it goes to a broker really. And if we can continue to make those in roads and kind of stay out of that competitive process, I mean that's really, we're going to be successful.

And like I said I feel like we have really good relationships there and can continue to make investments..

Okay.

And then I mean how would that kind of vary for the different asset classes? I mean CCRCs versus ILS or ALS?.

Well, we just took down a lot on the CCRC side, so that's something we're going to monitor very closely from an exposure standpoint. I think if we continue to invest in the various asset classes that we have on a relative or proportional basis we- yes, that's a good place for us.

I mean the question came up earlier about doing some additional skilled nursing. That's always been on the table for us. We'd love to do it at the same time we got to find the right operator and the right opportunity. So we're open for business on really all asset classes. It's just really fun in the right operator right opportunity and fit.

I mean I think that's really been what NHI has been as well as opportunistic. So we'll continue to look at senior housing, skilled nursing. We've said for a while we were looking at behavioral that's still on the table. So it's just a matter of where we can make those relationships and continue to build them..

The next question comes from the line of Jordan Sadler with KeyBanc. Please proceed with your question..

Thank you.

Just clarifying somewhat on the pipeline the yellow eyes $50 million you mentioned, John, is the mix and pricing were we looking at there?.

Yes. Mix and pricing. So I guess what I would say is it's above our average.

How is that helped? Does that help?.

Better than average cap rates..

Better than average lease rates if you look at our commitments page. I mean I'm sorry our history on our on prior investments..

Okay. Better than average.

Is that a function of mix? Is that -?.

Just make some types and yes variety of things, yes..

So is it like SNF or more development deals or what?.

Again it varies. I would say it's still in the proportion that we just talked about where it's majority senior housing, but some of it might be where it's secondary market or it might be where it's still leasing up things like that where it deserves a little bit higher yield.

So that -those are the kinds of things that we're looking at but where they have good track records and our continued to build or have already establish a good rapport in those markets..

Okay. And then while I've got you on guidance come back to, John, I guess, we talked about the purchase options but are you assuming the exercise of the one open purchase option this year in the guide or actually I don't mean the MOB I mean the hospital that opens this year. But you could speak to either or both.

I assume the MOB - your expectation there is that it's not going to be purchased..

Yes. It's not that impactful either so either way but yes, the hospital is in there. In other words we're expecting it to be exercised in our forecast..

And, Jordan, if I could make a plug for Kevin's ability to turn lemons into lemonade, remember, that we had a huge purchase option with Legend in 2016 and that ended up being transformed into a new deal with Ensign.

So we- I've said before that the purchase options and lease maturities are things that we are hyper focused on and spend a lot of time on here working on. So we'll give you more color as we get closer but we view them as opportunities and conversation starters and not necessarily the end of a transaction or a relationship..

Okay. That's helpful.

So how does that fit with John's comment that you're assuming, it's being exercised?.

We - well, we have to be realistic -.

And we like to under promise..

We like to under promise and over deliver. So we're assuming the worst and the moment we have a different update for you we'll let you know..

The opposite would be worse, right? I assume it doesn't go away and then all of a sudden it goes away. That would not be a good outcome for us, yes..

And we wouldn't expect that you guys and I can't remember because you had the two hospitals in there.

Is this the one that had the fourth quarter opening?.

One that was in the fourth quarter got pushed to the 1/1/2021. And one that in March has been there for some time now. As I mentioned a moment ago, I mean we have good relationships with them. There's an open dialogue. It's still there right which is why we assumed that it would get optioned..

Okay. And then just one other clarification on the Timber Ridge and rest.

Did you say- so did you say 80% I mean only 20% is refundable?.

No. Non-refundable, yes. 80% is refundable..

80% refundable, okay. Got it. Thank you..

Our next question comes from the line of Rich Anderson with SMBC. Please proceed with the question..

Thanks. Good afternoon.

How are you doing? So I guess can you just give an order of magnitude, should we just put like a ten cap on these purchase options for 2020 and 2021 and call the day or you're not willing to sort of provide that level of coverage or color?.

Yes. And we cautious because we're still-.

There are negotiations, yes, on pricing and things like that..

Okay. I've lost my train of thought here. Oh, yes, so you talked about all, Kevin, you went through all your individual larger relationships Bickford still running at an almost parity on a DARM basis in terms of coverage.

I know there are some adjustments there with development and so on, but on a DAR basis which I would argue should be really the number you should lead with, but we could talk about that another time. It gets pretty close to one.

I'm wondering if Bickford ever becomes a part of your line of thinking the way it did with Holiday and you have thought about restructuring so you can get yourselves into a more comfortable coverage zone and not kind of put this matter to rest..

Well, I think we think of Bickford as a different scenario than Holiday. With Holiday, you have a financial owner Bickford. This is a cultivated relationship over time and frankly they don't have millions of sitting around. You can see that in their numbers. That said, we've actually, I think, we've talked about already.

We've been very active with Bickford in terms of our discussions with them. How we optimize this relationship over time and I just think it's a very different approach. We have -we've done some things around the edges whether it's sell a couple buildings, do continue with the development; we've worked with them on escalators.

We've worked with them on some of the smaller pieces on the rent.So it's going to be something that plays out over time. And we can continue to do- we can continue to make adjustments around the edges plus in that entire factor than to what we're seeing on the occupancy side. They put in the time; they put in the effort.

They're making strides on improving their business. They're - as a -the whole company, you rise. They're running thinner than we'd like them to be, but that fixed charge that they have as a company has improved each quarter over the course of the year.

So something that we are keeping a very close eye on but they're dedicated to this business and they're I think they're doing all the right things.So as Eric said in his comments just about the kind of the NHI in total, but I think this would apply to Bickford as well. We are not out of the woods yet. We're doing a lot of work.

They're working very hard feel like we're making progress, but it's going to be a different way to get there than like a Holiday scenario..

All right. I'm a believer in ripping the band-aid off but I suppose this every situation calls different approaches. And then I want to get back also to the quasi RIDEA structure with Timber Ridge.

So would you -how would you describe the economics of this? So in a conventional RIDEA you own the real estate and the operations and you pay a fee to a manager. Here it's sort of gray areas 80% of the real estate, 25% of the operations for you guys.

Do you think - will you think of that sort of economically? Are you kind of splitting it in half between RIDEA and triple net in this case? Is it like a 50/50 split or is it or is it something leaning more towards like RIDEA structure or more towards like a triple net structure in the way the numbers are going to play out? If that makes any sense at all..

Yes. Well, let me try to answer and bring me back in if I'm not getting where you want to go, but I think just from the Propco side, clearly that is a more like a triple net structure. They pay rent and they share in that rent. On the operating side, it is very important for our partner to have a real partner in the Opco with them.

That said we are not operators. We feel like that's their business we're happy to be their partner. We feel like they're a premier operator in this and in certain circumstances and this is one of them. We're willing to take that risk so to speak really have that opportunity with them.

But we're not the day-to-day owners and I think that's really been our position to date on RIDEA anyway is what we do is help with financial solutions and bring capital.We're not the day-to-day operators and we don't feel like we should have that disproportionate risk.

So in this case we've set it up through a triple net lease where the property will look a lot like what you've seen from us in the past. And then there is an opportunity on the opco side where they have to care it to come to work every day and make a better return for themselves.

We'll share in some of that but it really was just aligning what each party does best and being willing to be a partner with them, but only to a certain level because that's just not our - that's not who we are..

Yes.

So it's 25% to maximum you can invest in an operator?.

So this is John. No, it is not.

I think that because of the nature of the refundable entrance fee liabilities in this case, it kind of is - it is even though we don't - we are planning on, we don't know how we're going to book this for sure yet, but right now we're not planning on fully consolidating the opco even though we don't reflect those liabilities on our balance sheet, it doesn't mean that we're not having to in our compliance certificates with our bank lenders and private placement lenders show them the effects of our pro rata share of ownership.

So we want to be a low levered REIT in that's sort of the situation in this case. In other cases, we could go higher. We did in Bickford for example just a little different operator..

Our next question comes from the line Daniel Bernstein with Capital One. Please proceed with the question..

Really everything I had on follow-up was answered, but I'll just ask something real quick on the CCRCs which is there's some changes come perhaps to the provider taxes.

Is that altering how you underwrite CCRCs and did you underwrite that at all into the Timber Bridge purchase?.

So, it's Kevin. It'll - we're monitoring that. I don't think we have enough information today to say how it would impact. So there frankly wasn't anything at the time to model into this. That said the skilled components in these- in particular in Timber Ridge are small compared to the rest of the building.

So we don't feel like it's going to be overly impactful, but where there are larger skilled units it's definitely something that we'll be thinking about..

The next question comes from the line of Omotayo Okusanya with Mizuho. Please proceed with your question..

Hi. Just one quick follow-up. We talked quite a bit about uses of capital and I just wanted to focus on sources of capital a little bit going forward.

What's the remaining balance on the ATM do you intend to kind of use that before it expires? And then this idea of kind of terminate the line of credit, when you think that could happen and is that likely on unsecured debt offering?.

So this is, John, again. I would say our leverage in is pretty good shape as it stands right now. The shelf expires in February. So the current shelf I would say, no, we really don't have a lot of capacity. We had $95 million in capacity left but we did this convertible bond redemption in December.

And the way we did it was in a way kind of a view leveraging transaction because we took care of $60 million of debt on our balance sheet using a lot of our equity. So we'll get the new shelf filed here and you'll see a new number on there and at that point kind of moving forward we have more to say about that.

I think I mentioned in my prepared remarks when you think about our investments moving forward, we're thinking about them on a leveraged neutral basis.So we'll be back into the equity markets later this year as we make new investments.

In terms of the term loan and terming off of al revolver, mid-year, we really do want to get something done here this year. We're going to have to free up some capacity for growth without using too much of our liquidity. We don't like to do that. We like to try to target about 50% of that revolver in free liquidity on average.

So that's kind of what we're thinking..

And Mr. Hambly, I will turn the call back over to for any closing remarks..

All right. Thank you, everyone. And we'll look forward to seeing you at NAREIT..

Thank you. That does conclude the call for today. We thank you for your participation. And ask that you please disconnect your lines. Have a great day..