TORONTO, ONTARIO–(Marketwired – Nov. 3, 2016) – RioCan Real Estate Investment Trust (“RioCan”) (TSX:REI.UN) –
RioCan’s HIGHLIGHTS for the three and nine months ended September 30, 2016:
- Operating Income grew by 9.2% for the three months ended September 30, 2016 (“Third Quarter”) to $178 million from $163 million for the quarter ended September 30, 2015;
- On a continuing operations basis, Operating Funds From Operations (“OFFO”) increased $18 million, or 16.1% to $131 million in the Third Quarter as compared to $113 million in the third quarter of 2015;
- As a result of the sale of RioCan’s U.S. operations earlier this year and the repatriation of the proceeds, our balance sheet was significantly strengthened, and as at September 30, 2016 RioCan’s leverage ratio was 39.6% as compared to 46.1% at December 31, 2015. Accordingly, as one would expect after the sale of such a large portfolio, OFFO for the Third Quarter was lower by $9.3 million, or 6.7% at $131 million as compared to $140 million for the same period in 2015. On a per unit basis, OFFO was $0.40 per unit as compared to $0.44 per unit for the third quarter in 2015, representing a decline of 8.4%;
- Canadian same store Net Operating Income (“NOI”) growth was positive, up 1.1%, or $1.6 million in the Third Quarter as compared to the same period in 2015;
- Committed occupancy improved 210 basis points in Canada, to 95.3% at September 30, 2016 as compared to the prior year of 93.2% at September 30, 2015;
- During the quarter, RioCan acquired CPPIB’s interest in four properties at an aggregate purchase price of $352 million, and since September 30, 2015 RioCan has acquired, net of dispositions, an interest in more than $1.2 billion of income producing properties in Canada;
- During the quarter, RioCan completed the offering of $250 million series X senior unsecured debentures that mature in August 2020 at a historically low 2.185% coupon rate;
- As part of RioCan’s ongoing capital recycling program, RioCan sold a portion of its marketable securities and recognized a gain of $10 million related to the sale; and
- As previously disclosed, RioCan REIT, Allied Properties REIT and Diamondcorp entered into a binding agreement to sell the residential component of The Well to Tridel Builders Inc. and Woodbourne Canada Partners III (CA) LP.
RioCan Real Estate Investment Trust (“RioCan”) today announced its financial results for the three and nine months ended September 30, 2016.
“In December 2015, we announced that we had agreed to sell our U.S. operations and devote all of our efforts to the Canadian market, and in the second quarter of this year the sale was completed. This is the first full reporting period since the third quarter of 2009 that reflects our sole focus on our Canadian operations, and I am pleased that the Trust has been able to generate solid cash flow with positive same store income growth from our continuing operations,” said Edward Sonshine, Chief Executive Officer of RioCan. “We were able to redeploy capital from our U.S. sale by acquiring CPPIB’s interest in four properties early in the quarter, and we were successful in raising $250 million through a debenture offering with the lowest coupon rate in RioCan’s history on a publicly offered debenture. RioCan should continue to benefit from lower interest costs on our maturing debt for the remainder of the year and into 2017 all while remaining amongst the lowest leveraged REITs in Canada.”
All figures are expressed in Canadian dollars unless otherwise noted. For further information about RioCan’s results for the three and nine months ended September 30, 2016, this earnings release should be read in conjunction with our unaudited interim condensed consolidated financial statements (“Consolidated Financial Statements”), as well as management’s discussion and analysis for the three and nine months ended September 30, 2016 together with our 2015 Annual Report.
RioCan’s Consolidated Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). Consistent with RioCan’s management framework, management uses certain financial measures to assess RioCan’s financial performance, which are not generally accepted accounting principles (GAAP) under IFRS. For full definitions of these measures, please refer to the “Use of Non-GAAP Measures” in RioCan’s September, 2016 Management’s Discussion and Analysis. As a result of the recently completed sale of its U.S. operations, we have reported our former U.S. geographic segment performance as “discontinued operations” with comparative income statement amounts adjusted to reflect this change, unless otherwise noted.
|Three months ended September 30,||Nine months ended September 30,|
|(in millions except percentages and per unit values)||2016||2015||%
|OFFO from continuing operations||$||131||$||113||16.1||%||$||365||$||332||9.9||%|
|OFFO from discontinued operations||$||–||$||27||(100.0||%)||$||49||$||82||(40.9||%)|
|OFFO per Unit – diluted||$||0.40||$||0.44||(8.4||%)||$||1.27||$||1.30||(2.0||%)|
|FFO per Unit – diluted||$||0.43||$||0.44||(1.7||%)||$||1.28||$||1.26||1.6||%|
|(i)||A non-GAAP measurement. A reconciliation to net earnings can be found under “Results of Operations” in RioCan’s Management’s Discussion and Analysis for the period ending September 30, 2016.|
|Three months ended September 30,||Nine months ended September 30,|
|(in millions except percentages and per unit values)||2016||2015||%
|Net income from continuing operations||$||254||$||113||124.8||%||$||505||$||218||131.7||%|
|Net earnings from continuing operations before taxes and fair value adjustment||$||141||$||105||34.3||%||$||365||$||310||17.7||%|
|Net earnings per unit from continuing operations attributable to unitholders – diluted||$||0.77||$||0.34||126.5||%||$||1.52||$||0.65||133.8||%|
|(in millions, except percentages)||September 30, 2016||December 31, 2015|
|Total enterprise value (i)||$||14,706||$||15,318|
|Total Debt (ii)||$||5,606||$||7,413|
|Total Debt to Total Assets (iii)||39.6||%||46.1||%|
|(i)||A non-GAAP measurement. Calculated by the Trust as debt at RioCan’s interest plus Common Unit market capitalization plus Preferred Unit market capitalization.|
|(ii)||Debt is defined as the sum of mortgages payable, bank loans, lines of credit, and debentures payable.|
|(iii)||Total debt to total assets is calculated as total debt less cash and cash equivalents divided by total assets, excluding cash and cash equivalents. At RioCan’s proportionate share, leverage was 39.9% for the period ending September 30, 2016 and 46.3% at December 31, 2015.|
Net income from continuing operations attributable to unitholders (Canadian Operations)
Net income from continuing operations attributable to unitholders for the third quarter of 2016 is $254 million compared to $113 million during the same period in 2015, representing an increase of $141 million. Excluding $104 million in fair value adjustments from this increase, net income from continuing operations attributable to unitholders for the third quarter of 2016 is $141 million compared to $105 million in 2015, representing an increase of $37 million or 35%.
The increase of $37 million is largely explained by the following:
- $16 million of income primarily due to contributions from property acquisitions (net of dispositions), increased same property performance, net of lower lease cancellation fees;
- $13 million in gross transaction gains partly due to the disposition of an investment property during the quarter. Also factoring in the increase from the prior period, was a third quarter 2015 transaction loss;
- $10 million in gains related to the sale of marketable securities; partly offset by
- $1.4 million in higher transaction costs relating to increased property acquisition and disposition activity.
Net income from continuing operations attributable to unitholders for the nine months ended September 30, 2016 is $505 million compared to $217 million during the same period in 2015, representing an increase of $288 million. Excluding $232 million in fair value adjustments and taxes from this increase, net income from continuing operations attributable to unitholders for the nine months ended September 30, 2016 is $366 million compared to $311 million in 2015, representing an increase of $56 million or 18%.
The increase of $56 million is largely explained by the following:
- $24 million of income primarily due to contributions from property acquisitions (net of dispositions), net of lower lease cancellation fees and straight-line rents; and
- $13 million in gross transaction gains partly due to the disposition of an investment property during the quarter. Also factoring in the increase from the prior period, was a third quarter 2015 transaction loss related to the transfer of certain investment properties and related mortgages on the formation of the RioCan-HBC joint venture;
- $10 million in gains related to the sale of marketable securities;
- $9.9 million in lower debt redemption charges;
- $1.7 million in higher income from marketable securities; partly offset by
- $2.2 million in lower property and management fees, including the impact of lost management fees on our purchase of Kimco’s interest in a portfolio of income properties during Q4 2015; and
- $1.7 million in higher overall other expenses.
The net loss from discontinued operations attributable to unitholders is $5.4 million this quarter compared to net income of $32 million in 2015, representing a decrease of $37 million. The net loss during the quarter is the result of $1.3 million in additional professional fees in connection with the disposition of the U.S. portfolio and $4.2 million in current tax provision, which includes the impact of foreign exchange translation on the accrued taxes payable.
Net income from discontinued operations attributable to unitholders is $162 million compared to $103 million in 2015, representing an increase of $59 million. Included in this increase is $96 million due to fair value adjustments net of taxes. Excluding this amount, income from discontinued operations attributable to unitholders for the nine months of 2016 would have instead decreased by $37 million.
This $37 million decrease is explained by the following: $70 million of reduced operating income due to operations ceasing in May 2016 from the sale of our U.S. property portfolio, partly offset by higher transaction gains of $8.1 million due to gains from our U.S. asset sale (net of related transaction costs) in Q2 2016 compared to a transaction gain from the disposition of a U.S. property in Q3 2015, lower interest costs and other expenses of $21 million and reduced losses from equity accounted joint ventures of $4.2 million.
OFFO (includes Continuing and Discontinued Operations)
OFFO for the third quarter of 2016 is $131 million compared to $140 million during the same period in 2015, representing a decrease of $9.3 million or approximately 6.7%. Excluding $27 million in OFFO from discontinued operations, OFFO from continuing operations for the third quarter of 2016 is $131 million compared to $113 million in 2015, representing an increase of $18 million or 16%. On a basic per unit basis, OFFO is $0.40 compared to $0.44, representing a decrease of approximately 8.3%.
OFFO from continuing operations increased $18 million, primarily due to higher NOI of $16 million as a result of acquisition activity net of dispositions, $1.6 million in lower Series A preferred unit dividends and $1.5 million in lower interest costs.
OFFO for the first nine months of 2016 is $414 million, which is relatively flat compared to the same period in 2015, despite the sale of the U.S. portfolio in second quarter of 2016. On a basic per unit basis, OFFO is $1.27 compared to $1.30, representing a decrease of approximately 2.1%.
The $33 million increase in OFFO from continuing operations was primarily due to higher NOI of $30 million mainly as a result of acquisition activity net of dispositions, $3.3 million in lower Series A preferred unit dividends, $1.7 million in higher income from marketable securities and $2.9 million in lower interest costs, partly offset by lower property and asset management fees of $2.2 million and higher general and administrative expenses of $2.0 million.
The $34 million decrease in OFFO from discontinued operations was mainly driven by lower NOI of $55 million partly offset by $17 million of lower interest expense (both of which include the impact of foreign exchange) and $2.6 million in less general and administrative expenses, all of which are due to operations ceasing in May 2016 from the sale of our U.S. property portfolio.
Canadian Portfolio Activity
During the Third Quarter, RioCan purchased interests in 11 income properties aggregating $451 million at a weighted average capitalization rate of 5.9%, representing RioCan’s share of the purchase price and comprised of approximately 1.5 million additional square feet. In connection with these acquisitions, RioCan assumed mortgage financing of $27 million at a weighted average interest rate of 3.6%.
During the nine months ended September 30, 2016, RioCan purchased interests in 17 income properties aggregating $595 million at a weighted average capitalization rate of 5.7%, comprised of approximately 1.8 million square feet. In connection with these acquisitions, RioCan assumed mortgage financing of $48 million at a weighted average interest rate of 3.8%.
During Third Quarter, we sold an interest in one income property for $8.2 million, comprised of approximately 32,000 square feet. This property was free and clear of financing.
During the nine months ended September 30, 2016, we sold interests in nine income properties aggregating $126 million representing a weighted average capitalization rate of 6.1%, comprised of approximately 711,000 square feet. Our mortgage obligations related to these properties was $29 million.
Canadian Same Store and Same Property NOI Growth
|Three months ended||Nine months ended|
|September 30, 2016||September 30, 2016|
|Same Store Growth (decline)||1.1||%||0.3||%|
|Same Property Growth (decline)||2.0||%||(0.1||%)|
Refers to same store and same property NOI growth on a year over year basis.
Canadian same store NOI increased by 1.1% or $1.6 million compared to the same period in 2015 as explained by the following aggregate changes:
- $7.6 million of higher total NOI comprising $4.3 million from new leasing (including re-leased space due to bankruptcies and lease cancellations), $1.8 million increased rent from renewals and rent steps and a $0.8 million increase in percentage rent; partially offset by
- $6.0 million of lower total NOI due to increased vacancies (including the impact of previously agreed upon lease cancellations)
Same property NOI increased by 2.0% or $3.0 million this quarter primarily driven by the reasons cited above, as well as the completion of other development properties, including a portion of Target backfill on three locations.
The key performance indicators related to operating and leasing for the Canadian portfolio over the last eight quarters is as follows:
|% increase in average net rent per sq ft||6.6||%||3.3||%||6.2||%||4.0||%||8.6||%||9.5||%||9.5||%||11.8||%|
Other Operating Statistics
- Since Target’s departure, RioCan has made good progress towards leasing the vacated space and has successfully entered into either committed and conditional lease agreements, or is in advanced negotiations on leases that collectively represent approximately $13.9 million versus $11.9 million of total base rental revenue lost through Target’s departure (at RioCan’s proportionate share); and
- Consistent with RioCan’s stated Canadian strategy, its portfolio is concentrated in Canada’s six major markets (consisting of Toronto, Ottawa, Calgary, Edmonton, Montreal and Vancouver). Assets in these markets contribute approximately 75.6% of RioCan’s Canadian annualized rental revenue as at September 30, 2016 (74.4% at September 30, 2015). The increase was driven by RioCan’s acquisition of Kimco’s and CPPIB’s share of assets located primarily in these six major markets.
As at September 30, 2016, RioCan had ownership interests in 15 development projects that represents approximately 5.9 million square feet upon completion (3.3 million square feet at RioCan’s interest). In addition to its development projects, RioCan continued its urban intensification activities, primarily in the Toronto, Ontario, Ottawa, Ontario and Calgary, Alberta markets. In the first nine months of 2016, RioCan transferred properties under development with a carrying value of $217 million to income producing properties pertaining to 509,000 square feet of completed greenfield development or expansion and redevelopment projects.
As previously disclosed, RioCan REIT, Allied Properties REIT and Diamondcorp entered into a binding agreement to sell the residential component of The Well to Tridel Builders Inc. and Woodbourne Canada Partners III (CA) LP for approximately $180 million, subject to certain closing conditions. Closing of the transaction is estimated to occur in early 2020. RioCan will remain a 50% co-owner of one of the rental buildings representing approximately 400,000 square feet of residential rental density.
RioCan has currently identified nearly 50 properties that it considers to be strong possible intensification opportunities, all of which are in the six major markets and are typically located in the vicinity of substantive transit infrastructure. RioCan’s objective is to develop approximately 10,000 rental residential units over the course of the next decade. Given the early stage of the evolution of this strategy, there can be no assurance that all of these developments will be undertaken, and if they are, on what terms.
As at the date of this report, RioCan has obtained planning approvals for nine mixed use projects. If all planning permission requests – including those where approvals have been received and those where applications have been filed – are granted as applied for, a total of 10.6 million square feet of potential development is expected, which will include residential rental units held for long-term rental income, condominiums for sale that will, in most cases, be developed by third party partners through the sale of air rights and commercial gross leasable area. The mix between condominiums and rental residential may change over time depending on market conditions. The majority of these properties are located directly on, or in proximity, to major transit lines such as the existing Toronto Transit Commission’s subway lines or the Crosstown Eglinton LRT line, which is currently under construction. The ability to intensify its existing retail properties into transit-oriented mixed use developments is indicative of both the locational attributes of RioCan’s land holdings and its development capabilities.
Liquidity and Capital
RioCan’s debt and leverage metrics are disclosed below to help facilitate an understanding of RioCan’s leverage and its ability to service such leverage. The definitions that management uses, as well as the calculation methodology for the ratios included in the table below are described in RioCan’s Management’s Discussion and Analysis for the three and nine months ended September 30, 2016.
|Rolling 12 months ended|
|Interest coverage – RioCan’s proportionate share||3.23x||3.07x|
|Debt service coverage – RioCan’s proportionate share||2.52x||2.37x|
|Fixed charge coverage – RioCan’s proportionate share||1.11x||1.11x|
|Debt to Adjusted EBITDA – RioCan’s proportionate share||8.07x||8.34x|
|Operating debt to Operating EBITDA – RioCan’s proportionate share||7.70x||7.93x|
|Unencumbered assets (millions) (i)||$||6,180||$||3,321|
|% of NOI generated from unencumbered assets (i)||46||%||25||%|
|Unencumbered assets to unsecured debt (i)||245||%||166||%|
Coverage metrics include results from both continuing and discontinued operations except for (i) which is calculated on a continuing operations basis.
Financing Highlights for the Third Quarter
Series X Senior Unsecured Debenture Offering
During the quarter RioCan completed the public offering of $250 million principal amount of Series X senior unsecured debentures that carry a coupon rate of 2.185% and will mature on August 26, 2020.
RioCan’s Unaudited Interim Consolidated Financial Statements and Management’s Discussion and Analysis for the three and nine months ended September 30, 2016 is available on RioCan’s website at www.riocan.com.
Conference Call and Webcast
Interested parties are invited to participate in a conference call with management on Thursday November 3, 2016 at 2:00 p.m. Eastern time. You will be required to identify yourself and the organization on whose behalf you are participating.
In order to participate, please dial 416-340-2216 or 1-866-223-7781. If you cannot participate in the live mode, a replay will be available until December 1, 2016. To access the replay, please dial 905-694-9451 or 1-800-408-3053 and enter passcode 5706428#.
Scheduled speakers include Edward Sonshine, O.Ont. Q.C., Chief Executive Officer, Rags Davloor, President and Chief Operating Officer and Cynthia Devine, Executive Vice President, Chief Financial Officer and Corporate Secretary. Management’s presentation will be followed by a question and answer period. To ask a question, press “star 1” on a touch-tone phone. The conference call operator will be notified of all requests in the order in which they are made, and will introduce each questioner.
Alternatively, to access the simultaneous webcast, go to the following link on RioCan’s website http://investor.riocan.com/investor-relations/events-and-presentations/events/ and click on the link for the webcast. The webcast will be archived 24 hours after the end of the conference call and can be accessed for 120 days.
RioCan is Canada’s largest real estate investment trust with a total enterprise value of approximately $15 billion as at September 30, 2016. RioCan owns and manages Canada’s largest portfolio of shopping centres with ownership interests in a portfolio of 301 Canadian retail and mixed use properties, including 15 properties under development, containing an aggregate net leasable area of 47 million square feet. For further information, please refer to RioCan’s website at www.riocan.com.
RioCan’s consolidated financial statements are prepared in accordance with IFRS. Consistent with RioCan’s management framework, management uses certain financial measures to assess RioCan’s financial performance, which are not generally accepted accounting principles (GAAP) under IFRS. The following measures, RioCan’s Interest, Funds From Operations (“FFO”), Operating Funds From Operations (“OFFO”), Adjusted Funds From Operations (“AFFO”), and Adjusted Earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”), Operating EBITDA, Interest Coverage Ratio, Debt Service Coverage Ratio, Debt to Operating EBITDA, Operating Income (“NOI”), Same Store NOI, Same Property NOI, Total Enterprise Value, and RioCan’s Proportionate Share as well as other measures discussed elsewhere in this release, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. RioCan supplements its IFRS measures with these non-GAAP measures to aid in assessing the Trust’s underlying performance and reports these additional measures so that investors may do the same. Non GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flow, and profitability. For a full definition of these measures, please refer to the “Use of Non-GAAP Measures” in RioCan’s third quarter 2016 Management Discussion and Analysis.
This news release contains forward-looking information within the meaning of applicable Canadian securities laws. This information includes, but is not limited to, statements made in “Financial Highlights”, “Corporate Developments”, “Portfolio Activity”, “Operational Highlights”, “Development Activities”, Liquidity and Capital” and other statements concerning RioCan’s objectives, its strategies to achieve those objectives, as well as statements with respect to management’s beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plan”, “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. All forward-looking information in this News Release is qualified by these cautionary statements.
Forward-looking information is not a guarantee of future events or performance and, by its nature, is based on RioCan’s current estimates and assumptions, which are subject to numerous risks and uncertainties, including those described under “Risks and Uncertainties” in RioCan’s Management’s Discussion and Analysis for the period ended September 30, 2016 (“MD&A”), which could cause actual events or results to differ materially from the forward- looking information contained in this News Release. Those risks and uncertainties include, but are not limited to, those related to: liquidity and general market conditions; tenant concentrations and related risk of bankruptcy or restructuring (and the terms of any bankruptcy or restructuring proceeding), occupancy levels and defaults, including the failure to fulfill contractual obligations by the tenant or a related party thereof; lease renewals and rental increases; the ability to re-lease and find new tenants for vacant space; retailer competition; access to debt and equity capital; interest rate and financing risk; joint ventures and partnerships; the relative illiquidity of real property; unexpected costs or liabilities related to acquisitions and dispositions; development risk associated with construction commitments, project costs and related approvals; environmental matters; litigation; reliance on key personnel; unitholder liability; income, sales and land transfer taxes; and credit ratings.
RioCan currently qualifies as a real estate investment trust for Canadian tax purposes and intends to qualify for future years. The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts that qualify as specified investment flow-through entities (the SIFT Provisions). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a REIT. Should RioCan no longer qualify as a Canadian REIT under the SIFT Provisions, certain statements contained in this News Release may need to be modified. RioCan is still subject to Canadian tax in its incorporated Canadian subsidiaries.
Our U.S. subsidiary qualified as a REIT for U.S. income tax purposes up to May 25, 2016, subsequent to the closing date of the sale of our U.S. property portfolio. For U.S. income tax purposes, the subsidiary distributed all of its U.S. taxable income and is entitled to deduct such distributions against its taxable income. The subsidiary’s qualification as a REIT depends on the REIT’s satisfaction of certain asset, income, organizational, distribution, unitholder ownership and other requirements up until May 25, 2016. Our U.S. subsidiary is subject to a 30% or 35% withholding tax on distributions to Canada. We expect to deduct U.S. withholding taxes paid or payable, if any, related to the disposition proceeds.
Other factors, such as general economic conditions, including interest rate and foreign exchange rate fluctuations, may also have an effect on RioCan’s results of operations. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification, including residential development in urban markets; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable our refinancing of debts as they mature; and the availability of investment opportunities for growth. For a description of additional risks that could cause actual results to materially differ from management’s current expectations, see “Risks and Uncertainties” in RioCan’s MD&A in its 2015 Annual Report and for the period ended September 30, 2016, and in “Risks and Uncertainties” in RioCan’s most recent Annual Information Form. Although the forward-looking information contained in this News Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information. Certain statements included in this News Release may be considered “financial outlook” for purposes of applicable Canadian securities laws, and as such the financial outlook may not be appropriate for purposes other than this News Release. The forward-looking information contained in this News Release is made as of the date of this News Release, and should not be relied upon as representing RioCan’s views as of any date subsequent to the date of this News Release.
Management undertakes no obligation, except as required by applicable law, to publicly update or revise any forward- looking information, whether as a result of new information, future events or otherwise.
Cynthia J. Devine, Executive Vice President,
Chief Financial Officer and Corporate Secretary