NATIONAL HEALTH INVESTORS INC
10-Q/A, 1997-06-13
REAL ESTATE INVESTMENT TRUSTS
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                               FORM 10-Q/A 


                  SECURITIES AND EXCHANGE COMMISSION
                        WASHINGTON, D.C.  20549


              Quarterly Report Under Section 13 of 15(d)
                of the Securities Exchange Act of 1934



For quarter ended March 31, 1997           Commission file number 33-41863



                    NATIONAL HEALTH INVESTORS, INC.               
        (Exact name of registrant as specified in its Charter)



         Maryland                                 62-1470956          
(State or other jurisdiction of              (I.R.S. Employer 
 incorporation or organization               Identification No.)


     100 Vine Street
     Murfreesboro, TN                                37130       
     (Address of principal                          (Zip Code)
      executive offices)


Registrant's telephone number, including area code     (615) 890-9100 

Indicate by check mark whether the registrant

     (1)  Has filed all reports required to be filed by Section 13 or 15(d), of
          the Securities Exchange Act of 1934 during the preceding 12 months.

                    Yes   x   No      

     (2)  Has been subject to such filing requirements for the past 90 days.

                    Yes   x   No      
  
24,386,591 shares of common stock were outstanding as of May 31, 1997.
<PAGE>
                    PART I.  FINANCIAL INFORMATION                    

Item 1.   Financial Statements.

                    NATIONAL HEALTH INVESTORS, INC.

             INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS
                 (in thousands, except share amounts)

                                                  March 31   Dec. 31
                                                    1997       1996   
ASSETS                                           (unaudited)
   Real estate properties:
       Land                                         $ 20,468   $ 20,468
       Buildings and improvements                    192,095    192,095
       Construction in progress                          690        587
                                                     213,253    213,150
       Less accumulated depreciation                 (30,824)   (28,895)
          Real estate properties, net                182,429    184,255

   Mortgage and other notes receivable               536,235    519,229
   Investment in real estate mortgage 
     investment conduits                              36,378     36,562
   Interest and rent receivable                        5,312      5,382
   Cash and cash equivalents                           3,756      3,400
   Deferred costs and other assets                     3,423      2,269
          Total Assets                              $767,533   $751,097

LIABILITIES AND DEFERRED INCOME
   Long-term debt                                   $159,587   $160,008
   Credit facilities                                  14,500     59,000
   Convertible subordinated debentures               129,058     90,735
   Accounts payable and other accrued expenses         2,931      3,131
   Accrued interest                                    2,621      1,984
   Dividends payable                                  17,979     17,371
   Deferred income                                     9,126      9,185
   Commitments, contingencies and guarantees             ---        ---
          Total Liabilities and Deferred Income      335,802    341,414

STOCKHOLDERS' EQUITY
   Cumulative convertible preferred stock,
     $.01 par value; 10,000,000 shares 
     authorized; 943,297 and 1,050,122 
     shares, respectively, issued and 
     outstanding; stated at liquidation
     preference of $25 per share                      23,582     26,253
   Common stock, $.01 par value:
     40,000,000 shares authorized;
     24,295,420 and 23,474,751 shares,
     respectively, issued and outstanding                243        235
   Capital in excess of par value of common stock    420,475    395,204        
   Cumulative net income                             213,456    195,514
   Cumulative dividends                             (226,025)  (207,523)
     Total Stockholders' Equity                      431,731    409,683
     Total Liabilities and Stockholders' Equity     $767,533   $751,097

The accompanying notes to interim condensed consolidated financial statements 
are an integral part of these financial statements.
The interim condensed balance sheet at December 31, 1996 is taken from the 
audited financial statements at that date.
<PAGE>                                     
                       NATIONAL HEALTH INVESTORS, INC.

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                 (Unaudited)


                                                     Three Months Ended
                                                          March 31       
                                                     1997         1996
                                                       (in thousands,
                                                   except share amounts)

REVENUES:
   Mortgage interest income                       $   16,142   $   14,656 
   Rental income                                       9,796        8,075 
   Investment interest and other income                  507          613
                                                      26,445       23,344

EXPENSES:
   Interest                                            5,430        5,038 
   Depreciation of real estate                         1,929        1,533
   Amortization of loan and organization costs           199          276
   General and administrative                            945          859
                                                       8,503        7,706

NET INCOME                                        $   17,942   $   15,638

DIVIDENDS TO PREFERRED STOCKHOLDERS                      524          980

NET INCOME APPLICABLE TO COMMON STOCK             $   17,418   $   14,658

NET INCOME PER COMMON SHARE:
   Primary                                        $      .73   $      .70
   Fully diluted                                  $      .71   $      .67

FUNDS FROM OPERATIONS PER COMMON SHARE:
   Primary                                        $      .81   $      .78
   Fully diluted                                  $      .78   $      .73

WEIGHED AVERAGE COMMON SHARES OUTSTANDING:
   Primary                                        24,009,830   20,852,460 
   Fully diluted                                  28,492,973   26,931,633

Common dividends per share
   declared                                       $      .74   $      .70


The accompanying notes to interim condensed consolidated financial statements 
are an integral part of these financial statements.




<PAGE>
                         NATIONAL HEALTH INVESTORS, INC.                        

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                   Three Months Ended 
                                                        March 31        
                                                    1997        1996
                                                      (in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                     $ 17,942    $ 15,638
   Depreciation of real estate                       1,929       1,533
   Amortization of loan and organization costs         199         276
   Interest on debenture conversion                    160          54
   Deferred income                                     301       5,182
   Amortization of deferred income                    (360)     (1,442)
   Decrease (increase) in interest & rent receivable    70      (1,346)
   Decrease in other assets                           (108)       (102)
   Increase in accounts payable
     and accrued liabilities                           436       2,821
        NET CASH PROVIDED BY OPERATING ACTIVITIES   20,569      22,614

CASH FLOWS FROM INVESTING ACTIVITIES:
   Investment in mortgage notes receivable         (22,152)    (26,207)
   Collection of mortgage notes receivable           2,090       1,906
   Prepayment of mortgage notes receivable           3,240      25,146
   Acquisition of property and equipment, net         (103)       (417)
        NET CASH USED IN INVESTING ACTIVITIES      (16,925)        428

CASH FLOWS FROM FINANCING ACTIVITIES:
   Repayment of credit facilities                  (59,000)    (31,750)
   Proceeds from credit facilities                  14,500         ---
   Principal payments on long-term debt               (421)     (2,804)
   Proceeds from sale of subordinated 
     convertible debentures                         60,000      56,050
   Financing costs paid                             (1,544)     (1,453)
   Dividends paid to shareholders                  (17,894)    (15,602)
   Sale of stock and exercise of options             1,071         808
        NET CASH USED IN FINANCING ACTIVITIES       (3,288)      5,249

INCREASE IN CASH AND CASH EQUIVALENTS                  356      28,291
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD       3,400       2,122
CASH AND CASH EQUIVALENTS, END OF PERIOD          $  3,756    $ 30,413








<PAGE>                                  
                         NATIONAL HEALTH INVESTORS, INC.                        

             INTERIM CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)


                                                     Three Months Ended 
                                                           March 31      
                                                        1997        1996
                                                     (in thousands)

Supplemental Information:
   Cash payments for interest expense                  $  3,701    $ 2,721

During the three months ended March 31, 1997,
   and March 31, 1996, $21,677,000 and $1,979,000
   respectively, of Senior Subordinated Convertible
   Debentures were converted into 689,252 shares 
   and 74,680 shares, respectively, of NHI's
   common stock:
     Senior subordinated convertible debentures        $(21,677)  $ (1,979)
     Financing costs                                   $    300   $     28
     Accrued interest                                  $   (160)  $    (54)
     Common stock                                      $      6   $      3
     Capital in excess of par                          $ 21,531   $  2,002


The accompanying notes to interim condensed consolidated financial statements 
are an integral part of these financial statements.























<PAGE>
<TABLE>
                                     NATIONAL HEALTH INVESTORS, INC.
                     INTERIM CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                            FOR THE Three MONTHS ENDED MARCH 31, 1997 AND 1996
                                          (dollars in thousands)
<CAPTION>
                      Cumulative Convertible                  Capital in                             Total
                         Preferred Stock       Common Stock   Excess of  Cumulative Cumulative    Stockholders
                       Shares    Amount     Shares    Amount  Par Value  Net Income Dividends        Equity   
<S>                     <C>         <C>        <C>             <C>      <C>           <C>         <C>             <C>
BALANCE AT 12/31/96   1,050,122 $ 26,253  23,474,751   $235   $395,204    $195,514  $(207,523)    $409,683
Net income                   --       --          --     --         --      17,942         --       17,942
Shares sold                  --       --      34,762     --      1,071          --         --        1,071
Shares issued in con-
  version of con-
  vertible debentures
  to common stock            --       --     689,252      6     21,531          --         --       21,537
Shares issued in
  conversion of pre-
  ferred stock to
  common stock         (106,825)   (2,671)    96,655      2      2,669          --        --          --
Dividends to common 
  shareholders ($.74
  per share)                 --       --          --     --         --          --    (17,979)     (17,979)
Dividends to preferred
  shareholders ($.5313
  per share)                 --       --          --     --         --          --       (523)        (523)
BALANCE AT 3/31/97      943,297 $ 23,582  24,295,420   $243   $420,475    $213,456  $(226,025)    $431,731 

BALANCE AT 12/31/95   2,311,533 $ 57,788  20,535,014   $205   $311,908    $128,350  $(141,270)    $356,981
Net income                   --       --          --     --         --      15,638         --       15,638
Shares sold                  --       --      30,779     --        808          --         --          808
Shares issued in con-
  version of con-
  vertible debentures
  to common stock            --       --      74,680      3      1,999          --         --        2,002
Shares issued in
  conversion of pre-
  ferred stock to
  common stock         (470,399) (11,759)      425,687    4     11,755          --         --           --
Common shares sold           --       --          --     --         --          --         --           --
Dividends to common 
  shareholders ($.70
  per share)                 --       --          --     --         --          --    (14,746)     (14,746)
Dividends to preferred
  shareholders ($.5313
  per share)                 --       --          --     --         --          --       (980)        (980)
BALANCE AT 3/31/96    1,841,134 $ 46,029  21,066,160   $212   $326,470    $143,988  $(156,996)    $359,703
</TABLE>

<PAGE>
                 NATIONAL HEALTH INVESTORS, INC.

   NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                          March 31, 1997
                           (Unaudited)

  
Note 1.  SIGNIFICANT ACCOUNTING POLICIES:

     The unaudited financial statements furnished herein in the opinion of
the management include all adjustments which are necessary to fairly present
the financial position, results of operations and cash flows of National
Health Investors, Inc. ("NHI" or "Company").  NHI assumes that users of the
interim financial statements herein have read or have access to the audited
financial statements and Management's Discussion and Analysis of Financial
Condition and Results of Operations for the preceding fiscal years ended
December 31, 1996, 1995 and 1994 and that the adequacy of additional
disclosure needed for a fair presentation, except in regard to material
contingencies, may be determined in that context.  Accordingly, footnotes and
other disclosures which would substantially duplicate the disclosure contained
in the Company's most recent annual report to stockholders have been omitted. 
The interim financial information contained herein is not necessarily
indicative of the results that may be expected for a full year because of
various reasons including changes in interest rates, rents and the timing of
debt and equity financings.


Note 2.  EARNINGS PER SHARE

     Primary earnings per share is based on the weighted average number of
common and common equivalent shares outstanding.  Common equivalent shares
result from the dilutive effect of stock options computed using the treasury
stock method.  Net income is reduced by dividends to holders of cumulative
convertible preferred stock.

     Fully diluted earnings per share assumes, in addition to the above, the
conversion of convertible subordinated debentures, the conversion of
cumulative convertible preferred stock and the exercise of all stock options
using the treasury stock method.  Net income is increased for interest expense
on the convertible subordinated debentures.

     The following table summarizes the earnings and the average number of
common shares and common equivalent shares used in the calculation of primary
and fully diluted earnings per share.

<PAGE>

                                                Three Months Ended          
          
                                                     March 31       
                                           1997                  1996 
PRIMARY:
Weighted avg. common shares               23,976,219         20,816,570  
   
Stock options                                 33,611             35,890
Average common shares outstanding         24,009,830         20,852,460

Net income                               $17,942,000         15,638,000
Dividends paid to preferred shareholders    (524,000)           980,000
Net income available to 
   common stockholders                   $17,418,000        $14,658,000

Net income per common share              $       .73        $       .70


FULLY DILUTED:
Weighted average common shares            23,976,219         20,816,570
Stock options                                 33,611             37,780
Convertible subordinated debentures        3,563,116          4,224,901
Cumulative convertible preferred stock       920,027          1,852,382
Average common shares outstanding         28,492,973         26,931,633

Net income                               $17,942,000        $15,638,000
Interest expense on convertible 
  subordinated debentures                  2,212,000          2,465,000
Net income assuming conversion 
   of subordinated convertible 
   debentures to common stock            $20,154,000        $18,103,000

Net income per common share              $       .71        $       .67



Note 3.  COMMITMENTS AND GUARANTEES:

     At March 31, 1997, NHI was committed, subject to due diligence and
financial performance goals, to fund approximately $223,288,000 in health care
real estate projects of which approximately $109,688,000 is expected to be
funded within the next 12 months.  The commitments include mortgage loans or
purchase leaseback agreements for ten long-term care centers, eight retirement
centers, two medical office buildings, two acute care facilities and 13
assisted living facilities, all at rates ranging from 10.0% to 12.0%. 
Included in the $223,288,000 of commitments is an agreement to fund a total of
$100,000,000 in mortgage and purchase leaseback transactions.  This
$100,000,000 commitment will be funded at a maximum of $30,000,000 per year
with no carryover of any commitment not used in a given year.  Also included
in the $223,288,000 of commitments is a $22,300,000 commitment secured by
first mortgages on 43 long-term care centers.  Draws on the $22,300,000
commitment are limited to $3,700,000 annually. Additionally, the total
commitments includes a $50,000,000 commitment to fund mortgage loans for eight
assisted living centers, $25,000,000 of which is expected to be funded in
1997.  NHI has recorded deferred income for commitment fees related to these
loans where applicable.

     In order to obtain the consent of appropriate lenders to NHC's transfer
of assets to NHI, NHI guaranteed certain debt ($24,397,000 at March 31, 1997)
of NHC.  The debt is at fixed and variable interest rates with a weighted
average interest rate of 8.4% at March 31, 1997.  NHI receives from NHC
compensation of approximately $122,000 per annum for the guarantees which is
credited against NHC's base rent requirements.

     In management's opinion, these guarantee fees approximate the guarantee
fees that NHI would currently charge to enter into similar guarantees.

     All of the guaranteed indebtedness discussed above is secured by first
mortgages and rights which may be enforced if either party is required to pay
under their respective guarantees.  NHC has agreed to indemnify and hold
harmless NHI against any and all loss, liability or harm incurred by NHI as a
result of having to perform under its guarantee of any or all of the
guaranteed debt.

     Also additionally, NHI has also guaranteed bank loans in the amount of
$1,632,000 to key employees and directors which amount was utilized for the
exercise of NHI stock options.  Shares of NHI stock are held as security by
NHI and the loans are limited to $100,000 per individual per year.  

Note 4.  CONVERTIBLE SUBORDINATED DEBENTURES:

     On January 29, 1997, NHI sold $60,000,000 of 7% convertible subordinated
debentures (the "1997 debentures") due on February 1, 2004.  The 1997
debentures are convertible at the option of the holder into common stock at a
conversion price of $37.50, subject to adjustment.  The 1997 debentures will
not be redeemable prior to February 8, 2002 except in the event of certain
tax-related events or to the extent necessary to preserve and protect NHI's
status as a real estate investment trust.  The 1997 debentures are
subordinated in right of payment to the prior payment in full of all senior
indebtedness of NHI.  Interest is payable semiannually on February 1 and
August 1 of each year.  NHI has reserved 1,600,000 shares of common stock for
conversions of 1997 debentures.

     At March 31, 1997, $53,787,000 of 7.75% convertible subordinated
debentures (the "1995 debentures") remain outstanding.  The 1995 debentures
are convertible at the option of the holder into the common stock of NHI at a
conversion price of $31.625, subject to adjustment.  During the three months
ended March 31, 1997, $21,107,000 of the 1995 debentures have been converted
into 667,407 shares of common stock.  NHI has reserved 1,700,775 shares of
common stock for conversions of 1995 debentures.        

     At March 31, 1997, debentures in the amount of $6,406,000 (the "1995
debt service debentures") have been issued to mortgagees or lessees to satisfy
debt service escrow requirements.  The debentures are convertible at the
option of the holder into common stock of the Company at a conversion price of
110% of the market price on the date of issuance of the debentures, subject to
adjustment.  At March 31, 1997, none of the debentures have been converted.

     At March 31, 1997, $8,635,000 of 7.375% convertible subordinated
debentures (the "1993 debentures") remain outstanding.  The 1993 debentures
are convertible at the option of the holder into the common stock of the
Company at a conversion price of $27.25 per share, subject to adjustment. 
During the three months ended March 31, 1997, $500,000 of the 1993 debentures
were converted into 18,345 shares of common stock.  The Company has reserved
316,881 shares of common stock for conversion of the 1993 debentures.

     At March 31, 1997, $230,000 of the 10% senior convertible subordinated
debentures (the "senior debentures") remain outstanding.  The senior
debentures are convertible into the common stock of the Company at $20 per
share.  During the three months ended March 31, 1997, $70,000 of the senior
debentures were converted into 3,500 shares of common stock.  The Company has
reserved 11,500 shares of common stock for conversion of the senior
debentures.


Note 5.  CUMULATIVE CONVERTIBLE PREFERRED STOCK

     In February and March, 1994, NHI issued $109,558,000 of 8.5% Cumulative
Convertible Preferred Stock ("Preferred Stock") with a liquidation preference
of $25 per share.  Dividends at an annual rate of $2.125 are cumulative from
the date of issuance and are paid quarterly.

     The Preferred Stock is convertible into NHI common stock at the option
of the holder at any time at a conversion price of $27.625 per share of common
stock, which is equivalent to a conversion rate of 0.905 per share of common
stock for each share of Preferred Stock, subject to adjustment in certain
circumstances.  

     The Preferred Stock is not redeemable by NHI prior to February 15, 1999
and is not redeemable for cash.  On or after February 15, 1999, the Preferred
Stock will be redeemable by NHI for common stock.  NHI may redeem the
Preferred Stock only if the trading price of the Common Stock on the New York
Stock Exchange (NYSE) exceeds $27.625 per share for 20 trading days within a
period of 30 trading days prior to the exercise.  NHI has reserved 853,684
shares of common stock for Preferred Stock conversions.

     The Preferred Stock is listed on the NYSE under the symbol "NHIPr."


Note 6.  NEW ACCOUNTING PRONOUNCEMENTS:

     In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure", ("SFAS
129").  SFAS 129 establishes standards for disclosing information about an
entity's capital structure.  NHI will be required to adopt SFAS 129 in the
fourth quarter of 1997.  Management does not expect the adoption to have a
material impact on NHI's financial position, results of options or cash flow.

     Statement of Financial Accounting Standards No. 128, "Earnings per
Share", ("SFAS 128"), has been issued effective for fiscal periods ending
after December 15, 1997.  SFAS No. 128 establishes standards for computing and
presenting earnings per share.  NHI is required to adopt the provisions of
SFAS No. 128 in the fourth quarter of 1997.  Under the standards established
by SFAS 128, earnings per share is measured at two levels: basic earnings per
share and diluted earnings per share.  Basic earnings per share is computed by
dividing net income by the weighted average number of common shares
outstanding during the year. Diluted earnings per share is computed by
dividing net income by the weighted average number of common shares after
considering the additional dilution related to preferred stock, convertible
debt, options and warrants. Management does not expect the adoption to have a
material impact on NHI's financial position, results of operation or cash
flows.


Note 7.  STOCK OPTION PLAN

     On January 15, 1997, NHI granted options to purchase 194,000 shares of
NHI at $36.00 per share.  During the three months ended March 31, 1997,
options to purchase 35,315 shares of NHI were exercised at exercise prices
ranging from $25.00 to $36.00.

     In October 1995, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-
based Compensation ("SFAS 123").  SFAS 123 establishes new financial
accounting and reporting standards for stock-based compensation plans.  NHI
has adopted the disclosure-only provisions of SFAS 123.  As a result, no
compensation cost has been recognized for NHI's stock option plans.  Based on
the number of options outstanding and the historical and expected future
trends of factors affecting valuation of those options, management believes
that any compensation cost attributable to options granted is immaterial.


Item 2.   Management's Discussion and Analysis of Financial Conditions and
          Results of Operations

Overview

     National Health Investors, Inc. ("NHI" or the "Company") is a real
estate investment trust which invests primarily in income producing health
care properties with emphasis on the long-term care sector.  As of March 31,
1997, NHI had interests in net real estate owned by it and mortgage
investments totaling $755.0 million.  NHI's strategy is to invest in health
care real estate which generates current income which will be distributed to
stockholders.  NHI intends to implement this strategy by making mortgage loans
and acquiring properties to lease nationwide.  

     As of March 31, 1997, the Company has investments in 251 health care
facilities located in 26 states consisting of 206 long-term care facilities,
three acute care hospitals, nine medical office buildings, eight assisted
living facilities, eight retirement centers, and 17 residential projects for
the developmentally disabled.  These investments consist of approximately
$536.2 million aggregate principal amount of loans to 47 borrowers, $182.4
million of purchase leaseback transactions with five lessees and $36.4 million
invested in REMIC pass through certificates backed by first mortgage loans to
six operators.  Of these 251 facilities, 43 are leased to NHC and nine
additional facilities are managed by NHC.  (NHC is the Company's investment
advisor.)  Consistent with its strategy of diversification, the Company has
reduced the portion of its portfolio operated by NHC from 100.0% of total real
estate assets on October 17, 1991 to approximately 18.5% of total real estate
assets on March 31, 1997.

Capital Resources and Liquidity

     NHI has generated net cash from operating activities for the first three
months of 1997 in the amount of $20.6 million.  The funds were used along with
$58.5 million (net of financing costs paid) proceeds from the sale of
subordinated convertible debentures, $5.3 million from the collection of
mortgage notes receivable, $14.5 million of net proceeds from credit
facilities and $1.1 million from the sale of common stock to make additional
investments in income producing assets and real estate properties totaling
approximately $22.3 million, to repay credit facilities and long-term debt in
a net amount of $59.4 million and to pay dividends to stockholders of $17.9
million.

      In March, 1997, NHI received a second investment grade rating on its
senior unsecured debt.  Moody's Investors Service assigned a Baa3- debt rating
citing NHI's proven track record in the long-term care facility finance
business, its good operating performance, strengthened capital structure, as
well as its moderate financial leverage.  Previously, NHI received a BBB- debt
rating from Duff & Phelps Credit Rating Co.
                                
     The amount available to be drawn on NHI's $100 million revolving line of
credit was $85.5 million at March 31, 1997.

     In January of 1997, NHI collected $58.5 million in proceeds from the
sale of 7.00% convertible subordinated debentures.  The Company's balance
sheet was further strengthened by the conversion of $2.7 million of NHI's
outstanding convertible preferred stock and $21.7 million of convertible
debentures to common equity during the first three months of 1997.  NHI's
nonconvertible debt as a percentage of total capitalization has been lowered
from 30% at December 31, 1996 to 24% at March 31, 1997.  The Company continues
to be well positioned to take advantage of new investment opportunities.

     At March 31, 1997, the Company was committed, subject to due diligence
and financial performance goals, to fund approximately $223.3 million in
health care real estate projects, of which approximately $109.7 million is
expected to be funded within the next 12 months.  The commitments include
mortgage loans or purchase leaseback agreements for 10 long-term health care
centers, eight retirement centers, two  medical office buildings, and 13
assisted living facilities, generally at rates ranging from 10.0% to 12.0%. 
Included in the $223.3 million of commitments is an agreement to fund a total
of $100.0 million in mortgage and purchase leaseback transactions.  This
$100.0 million commitment will be funded at $30.0 million per year with no
carryover of any commitment not used in a given year.  Included in the $223.3
million of commitments is a $22.3 million commitment which amount is secured
by first mortgages on 43 long-term care centers.  Draws on the $22.3 million
commitment are limited to $3.7 million annually.  Additionally, the total
commitments includes a $50.0 million commitment to fund mortgage loans for
eight assisted living centers, $25.0 million of which is expected to be funded
in 1997.  Furthermore, the Company anticipates that it will in the future
continue to make additional investments in health care properties.

     Financing for NHI's current commitments and future commitments to others
may be provided by borrowings under NHI's bank credit facilities, new lines of
credit, private placements or public offerings of debt or equity, and the
assumption of secured or unsecured indebtedness or by the sale of all or a
portion of certain currently held investments.


Results of Operations

Three Months Ended March 31, 1997 Compared to Three Months Ended March 31,
1996

     Net income for the three months ended March 31, 1997 is $17.9 million
versus $15.6 million for the same period of 1996, an increase of 14.7%.  Fully
diluted earnings per common share increased four cents or 6.0% to $0.71 in the
1997 period from $0.67 in the 1996 period.

     Total revenues for the three months ended March 31, 1997 increased $3.1
million or 13.3% to $26.4 million from $23.3 million for the three months
ended March 31, 1996.  Revenues from mortgage interest income increased $1.4
million or 9.5% in the 1997 period as compared to the 1996 period.  Revenues
from rental income increased $1.7 million or 21.0% when compared to the same
period in 1996.  These increases resulted primarily from investments in
additional facilities during the last 12 months and increased "revenue
participations" and "additional rent" earned under the Company's existing
mortgages and leases.

     Total expenses for the 1997 three month period increased $0.8 million or
10.4% to $8.5 million from $7.7 million for the 1996 three month period. 
Interest expenses increased $.4 million or 7.8% in the 1997 three month period
as compared to the 1996 three month period.  Depreciation and amortization
increased $0.3 million or 17.6% when compared to the same period in 1996. 
General and administrative expenses in 1997 remained constant at $0.9 million
when compared to the 1996 period.  The increase in interest expense was due to
increased debt levels resulting from borrowing the remaining $25.0 million of
long-term debt in the last quarter of 1996, which remained outstanding for the
entire three month period ending March 31, 1997.  This additional $25.0
million was not outstanding during the first quarter of 1996. Depreciation
increased as a result of the Company's placing of newly constructed assets in
service in 1995 and 1996. 


Future Growth

     The Company expects increases in both mortgage interest income and
rental income from additional investments in mortgage loans and owned
facilities during 1997. The Company expects to continue to make additional
investments in health care facilities that would increase interest and rental
revenues as well as interest and depreciation expense.  Increases in revenues
are expected to more than offset increases in associated expenses.
                                
                               
                                
                            SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   NATIONAL HEALTH INVESTORS, INC.
                                           (Registrant)



Date    June 13, 1997                s/Richard F. LaRoche, Jr.
                                     Richard F. LaRoche, Jr.
                                     Secretary







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