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Supplemental Information December 31, 2011 |
National Health Investors, Inc.
222 Robert Rose Drive
Murfreesboro, Tennessee 37129
Phone: (615) 890-9100
Fax: (615) 225-3030
www.nhireit.com
Email: investor_relations@nhireit.com
Table of Contents
CORPORATE
Disclaimer
3
Analyst Coverage
4
Investor Relations Contact
4
Senior Management
4
Board of Directors
4
Company Profile
4
Long-Term Growth
5
Value Creation
5
Dividend History
5
FINANCIAL
Condensed Balance Sheets
6
Condensed Statements of Income
7
Funds From Operations - FFO
8
Funds Available for Distribution - FAD
9
EBITDA Reconciliation
10
Interest Coverage Ratio
10
PORTFOLIO
Portfolio Summary
11
Geographic Distribution
12
Lease Renewal Years
13
Mortgage Maturities
13
DEFINITIONS
Annualized Revenues
14
EBITDA
14
Facility Types
14
Funds available for distribution – FAD
14
Funds from operations – FFO
14
Normalized FFO and Normalized FAD
14
Investment (NBV)
14
Table of Contents
CORPORATE
DISCLAIMER
This Supplemental Information and other materials we have filed or may file with the Securities and Exchange Commission, as well as information included in oral statements made, or to be made, by our senior management contain certain “forward-looking” statements as that term is defined by the Private Securities Litigation Reform Act of 1995. All statements regarding our expected future financial position, results of operations, cash flows, funds from operations, continued performance improvements, ability to service and refinance our debt obligations, ability to finance growth opportunities, and similar statements including, without limitations, those containing words such as “may”, “will”, “believes”, anticipates”, “expects”, “intends”, “estimates”, “plans”, and other similar expressions are forward-looking statements.
Forward-looking statements involve known and unknown risks and uncertainties that may cause our actual results in future periods to differ materially from those projected or contemplated in the forward-looking. Such risks and uncertainties include, among other things, the following risks, which are described in more detail under the heading “Risk Factors” in Item 1A in our Form 10-K for the year ended December 31, 2011:
•
We depend on the operating success of our customers (facility operators) for collection of our revenues during this time of uncertain economic conditions in the U.S.;
•
We are exposed to the risk that our tenants and borrowers may become subject to bankruptcy or insolvency proceedings;
•
We are exposed to risks related to governmental regulations and payors, principally Medicare and Medicaid, and the effect that lower reimbursement rates will have on our tenants’ and borrowers’ business;
•
We are exposed to the risk that the cash flows of our tenants and borrowers will be adversely affected by increased liability claims and general and professional liability insurance costs;
•
We are exposed to risks related to environmental laws and the costs associated with the liability related to hazardous substances;
•
We are exposed to the risk that we may not be indemnified by our lessees and borrowers against future litigation;
•
We depend on the success of future acquisitions and investments;
•
We depend on the ability to reinvest cash in real estate investments in a timely manner and on acceptable terms;
•
We may need to incur more debt in the future, which may not be available on terms acceptable to the Company;
•
We are exposed to the risk that the illiquidity of real estate investments could impede our ability to respond to adverse changes in the performance of our properties;
•
We are exposed to the risk that our assets may be subject to impairment charges;
•
We depend on the ability to continue to qualify as a real estate investment trust;
���
We have ownership limits in our charter with respect to our common stock and other classes of capital stock;
•
We are subject to certain provisions of Maryland law and our charter and bylaws that could hinder, delay or prevent a change in control transaction, even if the transaction involves a premium price for our common stock or our stockholders believe such transaction to be otherwise in their best interests.
In this Supplemental Information, we refer to non-GAAP financial measures. These non-GAAP measures are not prepared in accordance with generally accepted accounting principles. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is included in this presentation.
Throughout this presentation, certain abbreviations and acronyms are used to simplify the format. A list of definitions is provided at the end of this presentation to clarify the meaning of any reference that may be ambiguous.
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ANALYST COVERAGE | | INVESTOR RELATIONS CONTACT |
Stifel Nicolaus & Company, Inc. | | Roger R. Hopkins, CPA |
J.J.B. Hilliard, W.L. Lyons, LLC | | rhopkins@nhireit.com |
JMP Securities, LLC | | (615) 890-9100 ext. 108 |
Wells Fargo Securities, LLC | | |
Morgan Keegan & Co., Inc. | | |
KeyBanc Capital Markets, Inc. | | |
| | |
SENIOR MANAGEMENT | | BOARD OF DIRECTORS |
J. Justin Hutchens | | | W. Andrew Adams | J. Justin Hutchens |
President and Chief Executive Officer | | | Venture Capital Investments | President and Chief Executive Officer |
| | | | National Health Investors, Inc. |
Roger R. Hopkins, CPA | | | | |
Chief Accounting Officer | | | Robert A. McCabe, Jr. | Robert T. Webb |
| | | Chairman | President (Retired) and Founder |
Kristin S. Gaines | | | Pinnacle Financial Partners | Webb's Refreshments, Inc. |
Chief Credit Officer | | | | |
| | | Ted H. Welch | |
| | | Ted Welch Investments | |
COMPANY PROFILE
NATIONAL HEALTH INVESTORS, INC., a Maryland corporation incorporated in 1991, is a real estate investment trust ("REIT") which invests in income-producing health care properties primarily in the long-term care and senior housing industries. Our mission is to invest in health care real estate which generates current income that will be distributed to stockholders. Our mission is to invest in health care real estate which generates current income that will be distributed to stockholders. We have pursued this mission by investing in leased properties and mortgage loans nationwide. These investments include skilled nursing facilities, assisted living facilities, medical office buildings, independent living facilities, and hospitals. We have funded these investments in the past through three sources of capital: (1) current cash flow, including principal prepayments from our borrowers, (2) the sale of equity securities, and (3) debt offerings, including bank lines of credit, the issuance of convertible debt instruments, and the issuance of ordinary debt.
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Investor Snapshot as of December 31, 2011 |
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Exchange: | NYSE | 52 week Low/High: | $38.03 | $49.19 | | Market Capitalization: | $1.22 billion |
Symbol: | NHI | Dividend/Yield: | $2.72 | 6.18% | | | |
Closing Price: | $43.98 | Shares Outstanding: | 27,751,208 | | | |
Revenue Snapshot as of December 31, 2011
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LONG-TERM GROWTH
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VALUE CREATION
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Total Annual Return | | | | | | | |
S&P 500 – Standard & Poor’s index of 500 large-cap common stocks
NAREIT – FTSE NAREIT US Real Estate Index Series of all publicly traded REITS |
| | NHI | | S&P 500 | | NAREIT | |
1 year | | 2.97% | | 2.11% | | 7.28% | |
5 years | | 14.14% | | -0.25% | | -2.09% | |
10 years | | 20.40% | | 2.92% | | 9.52% | |
15 years | | 9.67% | | 5.45% | | 8.19% | |
Since inception* | 12.73% | | 8.13% | | 10.30% | |
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*since inception of NHI in Oct. '91 | | | | | |
DIVIDEND HISTORY
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The Board of Directors approves a regular quarterly dividend which is reflective of expected taxable income on a recurring basis. Company transactions that are infrequent and non-recurring that generate additional taxable income have been distributed to shareholders in the form of special dividends. Taxable income is determined in accordance with the Internal Revenue Code and differs from net income for financial statement purposes determined in accordance with US GAAP.
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FINANCIAL
CONSOLIDATED BALANCE SHEETS
(in thousands, except share amounts)
| | | | | |
| December 31, | | December 31, |
| 2011 | | 2010 |
Assets | | | | | |
Real estate properties: | | | | | |
Land | $ | 49,114 | | $ | 42,493 |
Buildings and improvements | | 487,396 | | | 420,704 |
Construction in progress | | 4,983 | | | - |
| | 541,493 | | | 463,197 |
Less accumulated depreciation | | (146,698) | | | (135,543) |
Real estate properties, net | | 394,795 | | | 327,654 |
Mortgage notes receivable, net | | 78,672 | | | 75,465 |
Investment in preferred stock, at cost | | 38,132 | | | 38,132 |
Cash and cash equivalents | | 15,886 | | | 2,664 |
Marketable securities | | 11,364 | | | 22,476 |
Accounts receivable, net | | 1,184 | | | 471 |
Straight-line rent receivable | | 8,706 | | | 4,928 |
Assets held for sale, net | | 29,381 | | | 36,853 |
Deferred costs and other assets | | 1,443 | | | 698 |
Total Assets | $ | 579,563 | | $ | 509,341 |
| | | | | |
Liabilities and Stockholders' Equity | | | | | |
Borrowings under revolving credit facility | $ | 97,300 | | $ | 37,765 |
Real estate purchase liabilities | | 9,478 | | | 4,000 |
Accounts payable and accrued expenses | | 3,483 | | | 3,388 |
Dividends payable | | 24,144 | | | 16,752 |
Deferred income | | 1,673 | | | 1,461 |
Earnest money deposit | | - | | | 3,475 |
Total Liabilities | | 136,078 | | | 66,841 |
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Commitments and Contingencies | | | | | |
| | | | | |
Stockholders' Equity | | | | | |
Common stock, .01 par value; 40,000,000 shares authorized; 27,751,208 and | | | | | |
27,689,392 shares issued and outstanding, respectively | | 278 | | | 277 |
Capital in excess of par value | | 465,678 | | | 462,392 |
Cumulative dividends in excess of net income | | (29,652) | | | (35,499) |
Unrealized gains on marketable securities | | 7,181 | | | 15,330 |
Total Stockholders' Equity | | 443,485 | | | 442,500 |
Total Liabilities and Stockholders' Equity | $ | 579,563 | | $ | 509,341 |
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CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| Three months ended | | Year Ended |
| December 31, | | December 31, |
| 2011 | | 2010 | | 2011 | | 2010 |
Revenues: | | | | | | | | | | | |
Rental income | $ | 19,791 | | $ | 17,934 | | $ | 76,050 | | $ | 71,289 |
Mortgage interest income | | 1,733 | | | 1,576 | | | 6,652 | | | 6,743 |
| | 21,524 | | | 19,510 | | | 82,702 | | | 78,032 |
Expenses: | | | | | | | | | | | |
Depreciation | | 3,225 | | | 2,827 | | | 11,953 | | | 10,919 |
Legal expense | | 111 | | | 611 | | | 559 | | | 1,152 |
Franchise, excise and other taxes | | 211 | | | 43 | | | 952 | | | 637 |
General and administrative | | 1,201 | | | 1,299 | | | 7,473 | | | 7,696 |
Loan and realty recoveries | | - | | | - | | | (99) | | | (573) |
| | 4,748 | | | 4,780 | | | 20,838 | | | 19,831 |
Income before non-operating items | | 16,776 | | | 14,730 | | | 61,864 | | | 58,201 |
Investment income and other | | 1,346 | | | 1,233 | | | 14,744 | | | 5,191 |
Interest expense | | (1,219) | | | (379) | | | (3,848) | | | (1,552) |
Income from continuing operations | | 16,903 | | | 15,584 | | | 72,760 | | | 61,840 |
Discontinued operations | | | | | | | | | | | |
Income from operations - discontinued | | 1,211 | | | 1,371 | | | 5,024 | | | 5,577 |
Gain on sales of real estate | | - | | | - | | | 3,348 | | | 2,004 |
Income from discontinued operations | | 1,211 | | | 1,371 | | | 8,372 | | | 7,581 |
Net income | $ | 18,114 | | $ | 16,955 | | $ | 81,132 | | $ | 69,421 |
| | | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | | |
Basic | 27,741,961 | | 27,686,217 | | 27,719,096 | | 27,664,482 |
Diluted | 27,784,915 | | 27,783,517 | | 27,792,592 | | 27,732,959 |
| | | | | | | | | | | |
Earnings per common share: | | | | | | | | | | | |
Basic: | | | | | | | | | | | |
Income from continuing operations | $ | .61 | | $ | .56 | | $ | 2.63 | | $ | 2.24 |
Discontinued operations | | .04 | | | .05 | | | .30 | | | .27 |
Net income per common share | $ | .65 | | $ | .61 | | $ | 2.93 | | $ | 2.51 |
| | | | | | | | | | | |
Diluted: | | | | | | | | | | | |
Income from continuing operations | $ | .61 | | $ | .56 | | $ | 2.62 | | $ | 2.23 |
Discontinued operations | | .04 | | | .05 | | | .30 | | | .27 |
Net income per common share | $ | .65 | | $ | .61 | | $ | 2.92 | | $ | 2.50 |
| | | | | | | | | | | |
Dividends declared per common share | $ | .87 | | $ | .605 | | $ | 2.715 | | $ | 2.36 |
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FUNDS FROM OPERATIONS (FFO)
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| Three months ended | | Year Ended |
| December 31, | | December 31, |
| 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | |
Net income | $ | 18,114 | | $ | 16,955 | | $ | 81,132 | | $ | 69,421 |
Elimination of certain non-cash items in net income: | | | | | | | | | | | |
Real estate depreciation in continuing operations | | 2,924 | | | 2,643 | | | 11,019 | | | 10,261 |
Real estate depreciation in discontinued operations | | - | | | 55 | | | 39 | | | 272 |
Net gain on sales of real estate | | - | | | - | | | (3,348) | | | (2,004) |
Funds from operations | $ | 21,038 | | $ | 19,653 | | $ | 88,842 | | $ | 77,950 |
Collection and recognition of past due rent | | - | | | - | | | - | | | (1,520) |
Recoveries of previous write-downs | | - | | | - | | | (99) | | | (573) |
Expenses related to abandoned capital offering | | - | | | 378 | | | - | | | 378 |
Gains and recoveries on sales of marketable securities | | - | | | - | | | (9,899) | | | - |
Change in fair value and settlement of interest rate swap agreement | | 275 | | | - | | | 1,197 | | | - |
Other items | | 135 | | | - | | | 135 | | | 248 |
Normalized FFO1 | $ | 21,448 | | $ | 20,031 | | $ | 80,176 | | $ | 76,483 |
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BASIC | | | | | | | | | | | |
Weighted average common shares outstanding | 27,741,961 | | 27,686,217 | | 27,719,096 | | 27,664,482 |
FFO per common share | $ | .76 | | $ | .71 | | $ | 3.21 | | $ | 2.82 |
Normalized FFO per common share | $ | .77 | | $ | .72 | | $ | 2.89 | | $ | 2.76 |
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DILUTED | | | | | | | | | | | |
Weighted average common shares outstanding | 27,784,915 | | 27,783,517 | | 27,792,592 | | 27,732,959 |
FFO per common share | $ | .76 | | $ | .71 | | $ | 3.20 | | $ | 2.81 |
Normalized FFO per common share | $ | .77 | | $ | .72 | | $ | 2.88 | | $ | 2.76 |
| | | | | | | | | | | |
FFO payout ratio: | | | | | | | | | | | |
Dividends declared per common share | $ | .87 | | $ | .605 | | $ | 2.715 | | $ | 2.36 |
FFO per diluted share | $ | .76 | | $ | .71 | | $ | 3.20 | | $ | 2.81 |
FFO per diluted share payout ratio | | 114.5% | | | 85.2% | | | 84.8% | | | 84.0% |
1 Beginning with the three months ended June 30, 2011, the Company has included in its definition of normalized FFO the change in the fair value and settlement of an interest rate swap agreement. Accordingly, the normalized FFO per basic and diluted common share for the three months ended March 31, 2011 is now $0.65 rather than $0.70 per basic and diluted common share, as previously reported.
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FUNDS AVAILABLE FOR DISTRIBUTION (FAD)
(in thousands, except share and per share amounts)
| | | | | | | | | | | |
| Three months ended | | Year Ended |
| December 31, | | December 31, |
| 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | |
Net income | $ | 18,114 | | $ | 16,955 | | $ | 81,132 | | $ | 69,421 |
Elimination of certain non-cash items in net income: | | | | | | | | | | | |
Depreciation in continuing operations | | 3,225 | | | 2,827 | | | 11,953 | | | 10,919 |
Depreciation in discontinued operations | | - | | | 54 | | | 39 | | | 284 |
Net gain on sales of real estate | | - | | | - | | | (3,348) | | | (2,004) |
Straight-line rental income | | (1,016) | | | (910) | | | (3,778) | | | (3,140) |
Non-cash stock based compensation | | 175 | | | 164 | | | 3,087 | | | 2,368 |
Funds available for distribution | $ | 20,498 | | $ | 19,090 | | $ | 89,085 | | $ | 77,848 |
Collection and recognition of past due rent | | - | | | - | | | - | | | (1,520) |
Recoveries of previous write-downs | | - | | | - | | | (99) | | | (573) |
Expenses related to abandoned capital offering | | - | | | 378 | | | - | | | 378 |
Gains and recoveries on sales of marketable securities | | - | | | - | | | (9,899) | | | - |
Change in fair value and settlement of interest rate swap agreement | | 275 | | | - | | | 1,197 | | | - |
Other items | | 135 | | | - | | | 135 | | | 248 |
Normalized FAD | $ | 20,908 | | $ | 19,468 | | $ | 80,419 | | $ | 76,381 |
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BASIC | | | | | | | | | | | |
Weighted average common shares outstanding | 27,741,961 | | 27,686,217 | | 27,719,096 | | 27,664,482 |
FAD per common share | $ | .74 | | $ | .69 | | $ | 3.21 | | $ | 2.81 |
Normalized FAD per common share | $ | .75 | | $ | .70 | | $ | 2.90 | | $ | 2.76 |
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DILUTED | | | | | | | | | | | |
Weighted average common shares outstanding | 27,784,915 | | 27,783,517 | | 27,792,592 | | 27,732,959 |
FAD per common share | $ | .74 | | $ | .69 | | $ | 3.21 | | $ | 2.81 |
Normalized FAD per common share | $ | .75 | | $ | .70 | | $ | 2.89 | | $ | 2.75 |
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FAD payout ratio: | | | | | | | | | | | |
Dividends declared per common share | $ | .87 | | $ | .605 | | $ | 2.715 | | $ | 2.36 |
FAD per diluted share | $ | .74 | | $ | .69 | | $ | 3.21 | | $ | 2.81 |
FAD per diluted share payout ratio | | 117.6% | | | 87.7% | | | 84.6% | | | 84.0% |
1 The 2010 calculation of FAD has been adjusted to include non-real estate depreciation to conform to the 2011 presentation. The impact to FAD per basic and diluted common share was $0.01 for the three months ended December 31, 2010, and $0.02 and $0.03, respectively, for the year ended December 31, 2010.
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EBITDA RECONCILIATION ANDINTEREST COVERAGE RATIO
(in thousands)
| | | | | | | | | | | |
| Three months ended | | Nine Months Ended |
| December 31, | | December 31, |
| 2011 | | 2010 | | 2011 | | 2010 |
| | | | | | | | | | | |
Net income | $ | 18,114 | | $ | 16,955 | | $ | 81,132 | | $ | 69,421 |
Interest expense | | 1,219 | | | 379 | | | 3,848 | | | 1,552 |
Franchise, excise and other taxes | | 211 | | | 43 | | | 952 | | | 637 |
Depreciation | | 3,225 | | | 2,881 | | | 11,992 | | | 11,203 |
EBITDA | $ | 22,769 | | $ | 20,258 | | $ | 97,924 | | $ | 82,813 |
| | | | | | | | | | | |
Interest expense | $ | 1,219 | | $ | 379 | | $ | 3,848 | | $ | 1,552 |
| | | | | | | | | | | |
Interest Coverage Ratio | | 19:1 | | | 53:1 | | | 25:1 | | | 53:1 |
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DEFINITIONS
Annualized Revenue
The termAnnualized Revenue refers to the amount of revenue that our portfolio would generate if all leases and mortgages were in effect for the twelve-month calendar year, regardless of the commencement date, maturity date, or renewals. Therefore, annualized revenue is used for financial analysis purposes, and is not indicative of actual or expected results.
EBITDA
Earnings before interest, taxes, depreciation and amortization
Facility Types
ALF – Assisted living facility
HOSP – Hospital
ILF – Independent living facility
MOB – Medical office building
SNF –Skilled nursing facility
Funds available for distribution - FAD
FAD is usually calculated by subtracting from Funds from Operations (FFO) both expenditures that are capitalized by the REIT and then amortized, but which are necessary to maintain a REIT's properties and its revenue stream (e.g., new carpeting and drapes in apartment units, leasing expenses and tenant improvement allowances) and "straight-lining" of rents. Our measure may not be comparable to similarly titled measures used by other REITs. Consequently, our FAD may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of FAD, caution should be exercised when comparing our Company’s FAD to that of other REITs. FAD in and of itself does not represent cash generated from operating activities in accordance with GAAP (FAD does not include changes in operating assets and liabilities) and therefore should not be considered an alternative to net earnings as an indication of operating performance, or to net cash flow from operating activities as determined by GAAP as a measure of liquidity, and is not necessarily indicative of cash available to fund cash needs.
Funds from operations - FFO
FFO is an important supplemental measure of operating performance for a REIT. Because the historical cost accounting convention used for real estate assets requires straight-line depreciation (except on land), such accounting presentation implies that the value of real estate assets diminishes predictably over time. Since real estate values instead have historically risen and fallen with market conditions, presentations of operating results for a REIT that uses historical cost accounting for depreciation could be less informative, and should be supplemented with a measure such as FFO. FFO is defined as net income, computed in accordance with GAAP, excluding gains or losses from sales of property, and adding back real estate depreciation. The term FFO was designed by the REIT industry to address this issue. Our measure may not be comparable to similarly titled measures used by other REITs. Consequently, our FFO may not provide a meaningful measure of our performance as compared to that of other REITs. Since other REITs may not use our definition of FFO, caution should be exercised when comparing our Company’s FFO to that of other REITs. FFO in and of itself does not represent cash generated from operating activities in accordance with GAAP (FFO does not include changes in operating assets and liabilities) and therefore should not be considered an alternative to net earnings as an indication of operating performance, or to net cash flow from operating activities as determined by GAAP as a measure of liquidity, and is not necessarily indicative of cash available to fund cash needs.
Normalized FFO & Normalized FAD
Normalized FFO and Normalized FAD excludes from FFO and FAD, respectively, any material one-time items reflected in GAAP net income. Excluded items may include, but are not limited to, impairments of assets, gains and losses attributable to the acquisition and disposition of assets and liabilities, asset write-downs and recoveries of previous write-downs.
Investment (NBV)
The termInvestment (NBV) refers to the net carrying value of our real estate and mortgage investments.
Total Annual Return
The termTotal Annual Return refers to the total return an investor would have realized on an annual basis over a certain period assuming that all dividends are reinvested on the dividend payment date.
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