National Health Investors, Inc.

Welcome to National Health Investor's first quarter 2025 earnings webcast and conference call. At this time, all participants are in a listen-only mode. A question and answer session will follow the formal presentation. If anyone should require operator assistance during the conference, please press star zero on your telephone keypad. Please note this conference is being recorded. I will now turn the conference over to your host, Dana Hambly, Vice President, Finance and Investor Relations. You may begin.

Thank you and welcome to the National Health Investors Conference Call to review results for the first quarter of 2025. On the call today are Eric Mendelson, President and CEO, Kevin Pascoe, Chief Investment Officer, John Spade, 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 which are not historical facts are forward-looking statements. NHI cautions investors that any forward-looking statement 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 and 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, 2024, and Form 10-Q for the quarter ended March 31, 2025. Copies of these filings are available on the SEC's website at sec.gov or on NHI's website at nhireet.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 to 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 today. We're off to a great start in 2025 with first quarter results that exceeded our expectations driven by a faster pace of acquisitions and upside to our cash rent collections from better than expected deferral payments and the NHC percentage rent. As a result of the strong start and building momentum, we're raising our normalized FFO guidance midpoint by $0.08 per share to $4.71 representing year-over-year growth of 6.1%. We've announced investments of $174.9 million so far this year, and we're far from done as the number of sellers seems to be growing. We have an active pipeline of approximately $264 million that Kevin and his team are working on right now, and the funnel of other opportunities is many times larger than that. The pipeline includes multiple shop deals and excludes larger portfolios. On the topic of large portfolios, you'll notice that we recorded a $1.2 million charge in transaction costs for the quarter. These costs were related to a large shop portfolio to which we allocated significant resources. Ultimately, this was not the right deal for our shareholders, and we will not pursue growth for growth's sake. We are, however, keenly focused on growing our shop portfolio, and we're excited about the many opportunities that we're seeing. Last quarter, we talked for the first time about growing shop through internal conversions. We're making great progress on transitioning a portfolio of six properties currently leased to Discovery to a new idea partnership. We see good NOI upside to this portfolio and we'll plan to share more details as the conversion progresses. We're taking extra time to ensure that this transition goes smoothly as this can serve as our template for future additions of assisted living communities into the RIDEA structure. We've been positioning the company for this opportunity through our portfolio optimization and are thrilled to be on the front end of this long-term value-creating opportunity for our shareholders. In our existing shop operation, the first quarter result experienced typical seasonality. Our belief in that trajectory is unchanged, and we're therefore maintaining our outlook for 12% to 15% NOI growth this year, and continued strong performance in later years. As I mentioned at the start, our cash rent collections exceeded expectations in large part due to the pace of acquisitions. We've acquired approximately $131 million in real estate year-to-date with three new partners, including Generations, Juniper Communities, and AgeMark. We've long admired all three of these companies and are already exploring additional avenues to grow these relationships. The balance sheet continues to be in great shape and very supportive of funding the significant investment pipeline. As John will detail in his comments, we are including $155 million in incremental investments in our guidance on top of the investments already announced, reflecting our high conviction in the near-term outlook. I think it's safe to say that given the fast start and good visibility on the pipeline, we're optimistic we can surpass last year's investment total of $237.5 million. Last quarter, I said that we were pleased with the execution in 2024 and very optimistic that 2025 would be an even more productive year. That is proving to be consistent with our mantra to quote, under promise and over deliver, unquote. I'll now turn the call to Kevin to provide more details on our operations. Kevin. Thank you, Eric.

We are unquestionably seeing the pace of deal flow accelerate. We are actively pursuing a $264 million pipeline, which consists of real estate and shop deals, primarily in senior housing. We are also evaluating some larger deals with nine-figure valuations that are not included in the pipeline. Current market seems to show no dearth of sellers, while the buyer pool is somewhat limited. We have a competitive cost of capital and solid access to debt and equity capital, which is why we are seeing so much activity right now, and we expect that 2025 investments will be materially higher than 2024. Turning to asset management, as Eric mentioned, we are making good progress on converting a six-property portfolio to Rodeo with a new operating partner. We greatly appreciate Discovery's cooperation in this matter and will continue to work with them to grow our shop portfolio. The need-driven operators again had positive coverage trends with EBITDARM at 1.41 times. Bickford's coverage adjusted for the April 2024 rent reset was 1.66 times, while the other need-driven tenants' coverage improved sequentially by one basis point to 1.23 times. Deferral repayments of $2 million were a bit ahead of our expectations as we received approximately $1.4 million in unscheduled repayments, including approximately $1.3 million from Bigford and $120,000 from two other operators. As we discussed last quarter, the legacy SLM portfolio has been largely repositioned. Last week, we received $2.5 million in partial repayment of a loan on four properties. While certainly not happy with SLM's circumstances, I am pleased with our team's quick response to limit any disruption to the residents of these properties and to recapture a significant amount of the lost NOI. Our entrance fee and skilled nursing portfolios continue to show great performance. The discretionary senior housing portfolio, which includes our entrance fee portfolio, had healthy coverage at 1.67 times. The SNF portfolio reported solid coverage at 3.06 times, which improved sequentially from 3.05 times. Recall that the SNF coverage is largely driven by NHC, which is calculated using a corporate-level fixed charge coverage ratio as opposed to a facility-level EBITDARM. We have received several questions about the potential impact of Medicaid cuts to our portfolio. While it's too early to know, we have added additional disclosure to our supplemental on page 22 that details our annualized SNF cash revenue by state. As you can see, the majority of our revenue is in states that never expanded Medicaid under the ACA. In addition to our strong SNF coverage and tenant credit, we believe our geographic exposure can mitigate the impact of potential cuts. Lastly, in SHOP, NOI for the quarter increased 4.9% year-over-year to $3.1 million. Resident fees increased by 5.2% year-over-year, driven by occupancy improvement of 390 basis points to 89.2%. The margin declined 10 basis points to 22.1% compared to the prior year period. We did expect occupancy and NOI to show some seasonality with a difference in the first quarter compared to the fourth quarter. We are broadly seeing fundamentals trend in the right direction, including April's preliminary occupancy, which is up approximately 40 basis points from March. So we are maintaining our 12 to 15% NOI growth target for the year. I'll now turn the call over to John to discuss our financial results and guidance. John?

Thank you, Kevin. And hello, everyone. For the quarter ended March 31st, 2025, our net income for diluted common share was 74 cents, up 4.2% from the prior year. Our NERI FFO results for diluted common share for the quarter ended March 31st, 2025, compared to the prior year period, increased 3.6% to $1.14. Our normalized FFO results for diluted common share for the quarter ended March 31st increased 2.7% to $1.15 compared to the prior year period. In the first quarter, we recognized $1.2 million in transaction costs, which is approximately 3 cents per share, which Eric mentioned in his comments impacting net income, NAREID FFO, and normalized FFO. FAD for the quarter ended March 31st compared to the prior year period, increased 9.9% to $56 million. Sequentially compared to the fourth quarter, cash rent for the first quarter from our real estate investment segment increased $2.6 million. The increase was attributable to several items. First, our cash rents increased approximately $900,000 from acquisitions closed during the fourth quarter of 2024 and the first quarter of this year. Second, we received $1.2 million and percentage revenue rents from the annual NHC percentage revenue certification. The $1.2 million in NHC percentage revenue rents were offset by $100,000 in lower NHC base rents attributable to the declining lease termination consideration associated with the disposal of seven Northeast skilled nursing assets. Recall that in 2022, we increased the $30.8 million base rent in our master NHC lease for the consideration NHC agreed to pay us for the early termination of a separate seven property NHC lease. The termination of that lease added additional rents owed the company to the master lease for the lease termination consideration. The company then disposed of the seven Northeast assets in 2022 and received $43.7 million in net proceeds. Third, We received approximately $200,000 in additional rents from transition properties, including properties formerly leased to SLM. And fourth, we received approximately $700,000 in additional rent attributable to annual rent increases. Those increases were partially offset by lower deferred rent repayments of approximately $300,000. NOI from our shop segment for the quarter end of March 31st increased 4.9% to $3.1 million compared to the prior year period. The year-over-year shop common shareholder FAD contribution was up 12.6% to $2.8 million after adjusting for routine capital expenditures and non-controlling interests. In the first quarter, the company completed approximately $76 million in three separate real estate property acquisitions, including the conversion of the non-performing SLM mortgage loan to a fee-simple lease arrangement. For more details, please see Note 3 in the Form 10-Q ended March 31, 2025, filed last night. Subsequent to the end of the quarter, we've announced two additional new investments, totaling $91.5 million. at an average yield of 8.3%. Year-to-date, we now have made investments of approximately $174.9 million and an average initial yield of 8.2%, or approximately $118 million in investments greater than the first six months of last year. During the first quarter, we activated our ATM and sold on a forward basis approximately 208,000 common shares and an average price before fees of $75.52 per share. During the first quarter, we settled the remaining 960,000 common shares from the August 2024 forward offering and adjusted forward price of $68.21 per share after fees for proceeds of approximately $65.5 million. At March 31, 2025, we had total escrowed forward equity proceeds of approximately $68.9 million available to us in exchange for the future delivery of 931,000 common shares at an average price of $74 per share. We also ended the quarter with $135 million in cash on our balance sheet. Subsequent to the first quarter, we retired $60.1 million in secured debt and extended our $200 million term loan for six months to December 16th, 2025. Our balance sheet ended the first quarter in great shape. Our net debt to adjusted EBITDA ratio is 4.1 times for the quarter, well within our stated four to five times leverage policy. We ended the quarter with approximately $409 million in available ATM capacity, and we had $253 million of availability on our revolver, in addition to the remaining escrow forward equity proceeds and cash on our balance sheet. For 2025, we continue to be focused on the company's liquidity to meet both our pipeline and maturing debt needs. We have an additional right to extend our $200 million term loan for another six months into 2026, which we intend to do sometime toward the end of the third quarter. and we will retire our other maturing debt, totaling $65.6 million through the end of the year. We are monitoring long-term bond rates and continue to expect to tap the public bond market in 2025 to further improve our liquidity. Let me now turn to our dividend and guidance. As we announced last night, our board of directors declared a 90 cent per share dividend for shareholders of record June 30th, 2025, and payable on October 1st, 2025. Last night, we also increased our full year 2025 guidance for all our per share metrics. Our updated full year guidance for NAE REIT FFO and normalized FFO per diluted comma share at the midpoints is $4.67 and $4.71, where 2.6% and 6.1% increases respectively over 2024. Compared to the February guidance, we increased NAE REIT FFO and normalized FFO by 4 cents and 8 cents respectively. Our guidance for FAD at the midpoint is $225.1 million, up from the February guidance of $221.7 million, and represents a 10.2% increase over 2024. Our guidance this year includes the impacts from escrowed forward equity proceeds during the year. Our guidance includes unchanged shop NOI growth in the range of 12 to 15% over 2024. as well as the continued collection and deferred rents and the fulfillment of our existing commitments. I'd like to take a moment to discuss the NHC Master Lease Agreement in the context of what's included in our guidance based upon the information which can be found in Note 3 of our March 31st, 2025 10Q and the 10th Amendment to the NHC Master Lease Agreement filed as an 8K, September 8, 2022. Our guidance includes the base rent as scheduled in the 10th Amendment, plus the percentage revenue rent we received from NHC in two parts. The first part is 2024 rent owed us based upon the certified 2024 revenues on our facilities. The second part is the estimated percentage revenue that will be paid to us using last year's actual revenues until we receive certified revenue numbers in the first quarter next year. As I just mentioned, the base rent does include the additional payments owed us for the Northeast 7 lease termination consideration. Altogether, our guidance assumes total rent to be paid to the company before the certification of this year's certified portfolio cash revenues to be approximately $39.7 million. Because our confidence in our pipeline has led us to raise significant forward equity, we are updating our future unidentified investment guidance for the remainder of the year. Our updated 2025 guidance includes $155 million in additional new unidentified investments and an average yield of 8.2%. The timing of these investments is assumed to be weighted more heavily in the third and fourth quarters of this year. In the future, we may discontinue giving guidance for unidentified investments should we discontinue obtaining equity on a forward basis. Our guidance currently does not include the impacts from any shop conversion activities, but does include the impacts from the recently announced discovery lease amendment as further discussed in Note 3 of the 10Q. Finally, guidance continues to include assumptions for additional costs and concessions related to normal asset management transitions, dispositions, and loan repayments. Once again, thank you for joining our call today. That concludes our prepared remarks. So with that, operator, please open the lines for questions.

Thank you. At this time, we will be conducting a question and answer session. If you would like to ask your question, please press star 1 on your telephone keypad. A confirmation tone will indicate your line is in the question queue. You may press star 2 if you would like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing the star keys. One moment, please, while we poll for questions. And the first question today is coming from Rich Anderson from Wedbush. Rich, your line is live.

Thanks. Good morning. So maybe I'll go right to the jugular here. On NHC... Can you give any update generally on the process, you know, whether or not you need some clarity on Medicaid before you can really kind of dive in and, you know, relate it to all that, you know, what the latest perspective that you could share is relative to land and buildings and, you know, having the right board bench in place to do it right?

Hey, Rich, this is Eric. And according to Hogan, our attorneys, we have to be careful what we say about land and buildings because they're definitely monitoring this call. But the process with the NHC lease, as written in the lease, is they have to give us notice of renewal six months before the end of the term, which is the end of 2026. We're having dialogue with them in the meantime, trying to see if we can come to some sort of early agreement. Obviously, that Medicaid issue and the provider tax issue is a cloud and makes the future a little fuzzy there. So that's something we'll have to navigate around. And then just for the activists listening, We do have an independent director's related party committee of the board, and we have retained blueprint advisors, a skilled nursing advisory shop to help us determine what is market, what is a fair deal for shareholders, and then the related party committee will also help us determine the right strategy and, you know, help us create shareholder value based on the lease renewal.

Okay. Thanks for that. Second question is on shop, it's sort of small but growing, you know, based on what you're talking about in terms of internal conversions. But, you know, what caused it to be so dramatically low for the first quarter? I know you've reiterated guidance, but was there something in there that one-time-ish, because even, you know, any of your peers are not sort of in the mid-single digits during this quarter. We're not seeing that anyplace else but here. So maybe you can just comment on that.

Hey, Rich. This is Kevin. Actually, yes, we did have one one-time expense in there that held it back a tiny bit at the end of the day though we had planned on some seasonality and had projected it to be relatively flat for the first quarter which is where it came in we do tend to see some excess move outs in the winter months so not terribly surprised we'd like to see it have done a little bit better but at the end of the day we still had year over year growth we're seeing good leading indicators so we're still very positive on our guidance that we put out there Okay, Kevin, just so I have the last one for me.

What's left to do with SLM in terms of the MES loans?

SLM is largely wrapped up from my perspective. We got a $2.5 million payment at the end of April. As they sell additional facilities, there's some likelihood that we'll get some additional payment, but the timing of those is not determinable at the moment. So the buildings have been re-tenanted. They're doing better and improving. I'm happy with our tenants there. And then, as I mentioned, we got one payment looking for some additional payments, but we'll report more as we get those in.

Okay, great. Thanks very much. I'll yield.

Thank you.

Thank you. The next question is coming from Juan Sanabria from BMO Capital Markets. Juan, your line is live.

Hi, good morning. Just a question on discovery on the triple net transitions. Should we expect that process to be seamless? Any sort of blip in rents collected or straight-line rent write-offs or deferred capex that we should be thinking of as part of that? And if you could just square, like, why you're happy to continue the relationship on shop but are looking to transition to triple net assets?

Hey, Juan. This is Kevin again. As it relates to the transition, I think with any transition to a new operator, there's going to be a little bit of noise. So while, as I mentioned on the call or the comments, you know, we're very thankful for Discovery's cooperation here. There's going to be a handoff. There's going to be probably some noise in there. We've accounted for that as we think about it in our projections as we look at this opportunity. In terms of the buildings, they've been maintained. I do believe we're going to have some revenue-producing type CapEx that will invest in the community, so you'll see that from us like we also did on the other shop portfolio. The last question I want to clarify, when you said about continuing to invest in shop, do you mean with Discovery, or can you clarify that? Well, Discovery's done a good job on the shop portfolio that we have. We've seen occupancies improve. We're starting to see the incentives that we had put out there to get occupancy up come off. We should see RPUs increase. At the end of the day, you know, it took a little bit more time than we would have liked on the shop portfolio, and that's a global comment really for the whole 15. to get in the right direction, but we're moving and we feel good about that. So we want to support the things that have gone well. There's an ability, I think, for us to move some more independent, larger independent buildings into that relationship and support the things that have gone well. And then on the other piece, it's going to be our election to move in a different direction. and find a new home for those properties. But it's not a relationship that we just want to cast aside. We're still going to continue to invest in it.

Juan, before you ask another question, this is John. Let me add some additional color here on your question. First, the discovery lease arrangements have some credit enhancements. So we're in the process of determining the complete process of working through the operating transfers, which, you know, will also involve, you know, working capital and things like that. We're very comfortable at the FAD line with what we have in guidance this year and don't expect any disruption there as a result of this transition. We also want to mention that, you know, when a lease does expire, it become apparent that it's not going to go to term. We have straight line receivables on our balance sheet, and you can find more information about that in Note 3 in the 10Q. So that, you know, those receivables, you know, we'll have to deal with in accordance with how we've done that in the past. So I just want to make mention of those two things.

Okay, great. Thanks. And then going back to NHC, I guess, how should we think about the percent rent benefit that you had in the first quarter and what that means to that tenant's profitability and how you see how that business is performing and kind of what the upside could be if you took those assets to market?

This is Kevin again. The percentage rent and I'll speak a little bit for John, was largely factored into our numbers already. So a minor positive increase there. But we had a decent line of sight into what that was going to be. So that was already kind of taken care of. The fact of the matter is the buildings continue to improve. We've been happy with the performance coming out of COVID. It took a little bit of time for them to get there from a – improving their NOI perspective, but I think that it's going in the right direction. So time so far has been to our benefit. Rents continue to go up. We're seeing that improve. The market's still pretty good from a valuation standpoint, and we're working with Blueprint to make sure we have a good line of sight into that, but we've got really good comps on what the portfolio should be worth. So we're making sure that we have all those pieces of information that we can and factor that into our negotiations with them.

And just last one for me, just on the shop portfolio and the reiteration of guidance, how should we think about the moving pieces to get there? Is it, you know, because Redport is kind of yet to move. Occupancy was down kind of sequentially. So I guess how do you give us comfort that you can hit that

I think the things to focus on here are going to be the incentives rolling off and continued occupancy at that 90% plus level. That would make sure that we're not doing additional heavy incentives to keep that occupancy. That's what we're expecting out of the portfolio. We are starting to see them roll off a bit. We did see a little bit of softness on occupancy, which we anticipated in the first quarter. So the expense line is something that I think that can always be worked on, but it's really revenue. Can we continue to perform on maintaining and improving occupancy and getting those incentives out? And that's something that we'll I think we're expecting to see throughout the year. And we had planned on a flat first quarter and then it improving from there. We're starting to see positive KPIs. One other thing to point out, too, is just the recurring CapEx. We've invested a ton into these communities. We should see that level out over time. It was down a little bit in the first quarter. A little bit of that is timing and that we'll continue to invest in the building's throughout the year, but you should see that total investment come down over time as well, which would help the FTC line.

Thank you. Thank you. The next question will be from Farol Granath from Bank of America. Farol, your line is live.

Thank you for taking my question. My first one is on the large shop portfolio that did not close or fell out of pipeline. I'm curious if you could give a few more details at what part of the process there may have been questions about and were there any lessons learned coming out of it?

Well, sure. This is Kevin. I think where we ended was we had a property under LOI. We got in figuring out what the actual NOI run rate is, what growth looked like. Is this going to be an accretive transaction for NHI? And ultimately, what does the growth prospects look like? We came to the determination that it was likely not going to be a fit for a few reasons, one of which was just structure and how it rolled into our organization structure. At the end of the day, it was probably just not the right time. I think it's a good portfolio. Maybe it comes back around. But for now, we're happy to continue to pursue what pipeline we have. It's rather robust. So rather than commit resources to something that was going to drag out and may not completely satisfy investor expectations, we decided to continue to move off of it and really pursue the pipeline we have otherwise.

Okay, thank you. And also, in the $155 million unidentified new investments, can you give a sense of the mix between either property investments or debt financing, and if you have a certain target on each bucket?

Yeah, the way we approach our unidentified investment bucket is we have a combination of a little bit of loans as well as mostly fee-simple investments. As you can see by the execution we've had through the date of this call, it's been mostly fee simple. We think that's going to continue. But when we make our assumptions on unidentified investments, we're sort of mindful that it might be a mixture. And so the rates will be a little different. But you can see the average yield that we're assuming in guidance is still 8.2%, which is completely in line with especially the most recent closings that we had subsequent to the third quarter. So that's basically how I can help you with that question.

Okay, thank you. And one last one for me is with the discovery leases or the triple net conversions, is there any sense on timing of when that NOI would be transitioned?

This is Kevin. We're targeting the third quarter. That's still subject to legal review and licensure applications, and there's some timing aspects in there. But at the end of the day, that's the goal we're working on.

Okay. Thank you so much.

Thank you. And once again, as a reminder, it will be star one on your touchtone phone if you wish to ask a question today. The next question is coming from Omotayo Okasanya from Deutsche Bank. Omotayo, your line is live.

Hi. Good morning, everyone. First of all, congrats on just the overall solid execution. Two questions on shops. Again, I know you guys talked a little bit about seasonality being the issue for the weaker things to analyze as quarter, but I guess when I'm looking at your supplemental and your disclosure there, it really looks like the main issue was REF4 growth, which, again, was 70 bps year over year. And, Kevin, you had mentioned incentives prior, so that makes sense. But I'm just curious, again, you already have occupancy so close to 90%. Why the continued use of such heavy incentives, especially in this quarter in particular, which just seems like record was just really low?

Sure. This is Kevin Tayo. The fact of the matter is not all the buildings are at 90%. There are still a subset that need to get there, and we're still having to use some incentives. The other thing that we're fighting is the average length of stay. We've seen that come down from when it was a holiday portfolio. Back then it was 33 months. Now it's closer to two years. You're having that turnover. We want to make sure that we're steady at that occupancy. There's a little bit of incentive usage just to make sure we're holding on before we just completely let it go. At the end of the day, though, again, we're We're very focused on it. We're not wanting to continue the incentives. It's something that's a focus for both of our operating partners, but we want to make sure that they're steady and we don't want to lose additional occupancy and want to maintain occupancy through the winter as much as possible.

That makes sense. And then SLM and the shop conversion. Again, it's what's the ultimate target in regards to, again, right now you're getting, you know, half a million in rent or so per month, but is the idea here, you know, the NOI of this portfolio can be, you know, $10 million, or is there kind of somewhere we can kind of bogey kind of what the upside is from the conversion?

Sorry if I misheard you. I think you said... SLM, but we're talking about discovery, correct?

I'm sorry, discovery, discovery. I'm sorry, sorry, discovery. All right.

Yeah, so I would maybe rephrase it a little bit differently is we've seen good growth. We see good growth potential anyway out of the portfolio and thinking that over time it can be a double-digit NOI grower. So could it get to 9 or 10 million someday? I think that's possible. The fact of the matter, though, is we need to see more steady continued growth. We think that we can get that focus out of the Rodeo relationship and continuing to invest in some additional CapEx that will be ROI producing. And that's really the focus is to make sure we're getting the right year-over-year growth out of it.

Hey, Tayo, this is John. Let me also mention that, you know, when we look at that portfolio and the return on invested capital, you know, which can be derived from the information in all our filings, it's just over 3%. You know, so our underwriting, you know, still continues to tell us, you know, we should be able to do better. And so there is potentially, you know, kind of the upside that you might be talking about getting back to a more normalized return on invested capital on those assets. And, you know, we publish what our ROIC is, and so we're very focused on making sure we're efficiently using capital wherever it's deployed.

That makes sense. One more from me, if you could indulge me. Any update on PACS at all? Again, I know it's a much smaller tenant to you guys, but curious if you're hearing anything.

This is Kevin again. We don't have anything additional to share. What you've seen from their public disclosure is what we have as well. We were in regular contact. The buildings continue to pay rent as agreed, and their underlying performance is doing fine. But, you know, in terms of where they're at, I don't know any more than you do.

Awesome. Thank you.

Thank you. The next question will be from Austin Werschmitt from KeyBank Capital Markets. Austin, your line is live.

Thanks. Good morning, everyone. You referenced a couple times that deal flow is accelerating. I'm just curious what you think is driving the uptick in the activity, whether it's a market phenomenon or something NHI-specific, and just give us a sense how deep the pipeline is as we think about the ability to backfill the existing pipelines.

This is Kevin. I think a lot of it's just sellers coming to the realization that this is the market now. Cap rates have kind of flattened out. We're seeing a lot more activity. Rates are high, and there was a glimmer of hope I think people had that they were going to come down, but that's kind of been diminished I think for the rest of the year. So buyers are just looking to recycle, or sorry, sellers are looking to recycle capital. It's, as I mentioned, it's somewhat limited buyer pool. We're not seeing, you know, they're getting multiple LOIs on properties, but, you know, we're right in the mix, particularly now with our shop product, if you will, that's available where we can be more competitive on higher quality properties where we can get focus on certain operators that we might not have had before. So, I think it's just made us a lot more competitive and the market's just ripe for us. You know, we're very focused on senior housing. That's the biggest part of the pipeline. You know, most of it being real estate investment and, you know, whether it's shop or lease, there's probably a little bit of debt we'll do. We've seen that play out well for us where we'll get purchase options if we put the first mortgages out, but that's probably... you know, a second choice for us right now, but it's pretty deep. You know, we've talked about 264 in terms of our pipeline, but, you know, the total funnel that we're looking at right now is probably three or four times that number. So it's definitely a good time for us.

Do you think that the pace of acquisitions could increase? I mean, you referenced you've freed up additional resources with the no longer pursuing the large portfolio deal. And between that and just, I guess, the network effect of bringing in new operators, do you think that pace could pick up at some point towards the back half of this year?

I think it can. We just want to be selective on where we're investing. We're not going to chase it, like Eric said. We also have to be mindful about growing our team out, which we're actively doing. So I think you'll definitely see more investment from us, the pace of which will be kind of dictated in terms of how much we like the opportunity. We have the ability to stretch and do a little bit more, but we want to make sure it's thoughtful and going to be a creative for the company, not only now, but into the future.

And then just the last one for me is you referenced the cap rates flattening out. I mean, do you attribute to that kind of occupancy being back towards maybe even above in some cases, pre pandemic levels and just the growth profile changing or, other factors that you think are driving that?

I think it's a couple things. One, as I mentioned, debt is still pretty expensive. So a typical buyer is going to have, if they go too far down on the cap rate, they're going to have negative leverage. So I think that's going to push up cap rates. And then there is an element to your thought of performance stabilizing a bit. We are seeing more stabilized type properties when you're looking at growth in the kind of mid to high single digits versus some of the double digit numbers that's been posted. So that's also what we're sifting through, making sure that we have the right growth profile and initial yields on the properties. But I think it's, in my opinion, it's two of the factors anyway that are going to cause that.

That's helpful. Thanks for the time.

Thank you. And the next question is a follow-up from Juan Sanabria from BMO Capital Markets. Juan, your line is live.

Hi. Thank you. Just curious on the bond stuff, John, that you talked about, tapping the bond market later in the year, kind of what the range of size raises and how you see your cost today to think about relative to guidance.

Sure. Well, as you noticed, we're utilizing quite a bit of equity. One of the things that we do is we look at the relative incremental cost of our equity compared to our long-term bond cost. And so we've been saying for some time now that, you know, the bond cost, the long-term debt cost is pretty close to the same cost as our equity. In the previous quarter, you know, we're always going to be ready. But, you know, during our open windows, you know, there was quite a bit of cross-currents, you know, related to the tariffs that just made the issuance for us maybe a little less efficient than we would have liked. We're a relatively smaller REIT, and we're also, you know, BBB minus, BAA3. And so I think, you know, there's just – you know, we're just having to be very mindful about, you know, we've got to pick our window properly. And so the minimum is $300 million to be indexed, which will give us the greatest liquidity on our bond. We need to, we will get into longer dated maturities here. And that's why I mentioned it in my prepared remarks this year. But we're prepared, you know, to sort of weave with the market on the long-term debt issuance. And that's why I'm so focused on, you know, talking about our liquidity as we're growing here.

So where would your cost to a 10-year debt be? What would the spread be to the Treasury?

Well, that's a great question. It kind of blew out on us. I would call it 40 basis points in the first quarter to over 200 basis points. That's not you know, historically ever been our expectation, we would be sub-200. So, we'll just see how the market, you know, starts to, you know, talk to us here in the coming quarters.

John Coates Thanks. And a couple other quick follow-ups on the NHC-related proxy battle. Just curious on the cost we should be expecting.

John Coates So, hey, Juan, this is John again. We put a number in our guidance That number was right at $1.8 million. That's our current expectation. And as you noticed in our first quarter results, there was an add-back of approximately $264,000 at the normalized FFO line. So you can see that note mentioned in our guidance.

Great. And just sorry for one last one for me. On the shop side, on the occupancy dip sequentially, recognizing some of that was planned and seasonal. So was the issue on the move-outs and if it's move-outs, was that blue or death-related or was there some element of financial move-outs as part of that?

Predominantly, it's going to be a move-out due to higher level of care or death. I think we saw the Those that passed away accelerate a bit, which, again, is normal seasonality. Haven't really seen a huge spike in financial. There's always some in the portfolio, but it's definitely the higher level of care or passing away. Thank you.

Thank you. There were no other questions in queue at this time. I would now like to hand the call back to Eric Mendelson for closing remarks.

Thanks, everyone, for attending today and your interest. We will look forward to seeing you at NAREE.

Thank you. This concludes today's conference. You may disconnect your lines at this time. Thank you for your participation.