TORONTO, ONTARIO–(Marketwired – March 2, 2015) – CHC Student Housing Corp. (“CHC” or the “Company”) (TSX VENTURE:CHC) is pleased to announce that it has filed its audited financial statements and related management’s discussion and analysis (“MD&A”) for the twelve months ended December 31, 2014. The financial statements and MD&A are available under CHC’s profile on SEDAR at www.sedar.com.
“The fourth quarter was a very busy period for the Company completing acquisitions and both debt and equity financings. This quarter will be a catalyst for CHC’s future growth in the Student Housing market,” said Mark Hansen, President and CEO of CHC.
Highlights during the fourth quarter include:
- Completion of a private placement of units for gross proceeds of $8,261,540 to be used for acquiring a property in London, Ontario.
- Completion of the acquisition of properties in London, Ontario (368 beds and 12,642 sq. ft. of ground floor commercial space), and Trois-Rivières, Québec (310 beds) and resulted in a 502% increase in the Company’s bed count (to a total of 813 beds).
- The Company entered into two new mortgages totaling $46,750,000 and bridge facility in the amount of $1,500,000 on the property in London, Ontario. Prior to year-end the Company repaid the bridge facility.
- The Company entered into a vendor take-back mortgage on the property in Trois-Rivières, Québec for $2,750,000 for a 2-year term at a fixed rate of 4.0%
“2014 was an extremely successful year for the Company. Through our acquisitions, we have set the foundation to become the country’s largest owner of purpose built student accommodations over the next 24-36 months. Furthermore, we have made great strides in attracting a tremendous group of individuals to our Board of Directors who will assist us in growing our organization” said Mark Hansen, President and CEO of CHC.
Highlights during the year include:
- Completion of two private placements for gross proceeds of $15,784,516.
- Completed $68,900,000 in property acquisitions. The Company purchased four properties in Kingston, Windsor, and London, Ontario and Trois-Rivières, Québec having 813 beds and 13,750 sq ft of ground floor commercial space.
- Entered into $60,550,000 of mortgages to complete the acquisitions.
- Reorganization of the Company’s Board of Directors with the election of Gordon Pridham, Louis Forbes, Philip Gillin, Ronald Schwarz and Craig Smith as the directors of the Company.
Summary of Selected Financial and Operational Information
The selected financial information set out below is based on and derived from the financial statements for the year ended December 31, 2014, as well as the comparative audited period from April 12, 2013 (date of incorporation) to December 31, 2013 (which were also prepared in accordance with IFRS).
| Statement of Comprehensive Loss Data | Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2014 |
Year Ended December 31, 2013 |
||||||
| Property revenues | $ | 830,208 | $ | 993,831 | Nil | ||||
| Property operating expenses | $ | (379,275 | ) | $ | (460,904 | ) | |||
| NOI | $ | 450,933 | $ | 532,927 | |||||
| General & administrative expense | $ | (402,046 | ) | $ | (769,663 | ) | |||
| Acquisition transaction costs | $ | (1,385,970 | ) | $ | (1,710,354 | ) | |||
| Interest income | $ | 7,015 | $ | 20,097 | |||||
| Interest expense | $ | (703,685 | ) | $ | (743,416 | ) | |||
| Net loss | $ | (2,033,753 | ) | $ | (2,670,410 | ) | $ | (324,162 | ) |
| Net loss per share – basic and diluted | $ | (1.09 | ) | $ | (2.66 | ) | $ | (3.14 | ) |
| FFO (1) | $ | (647,783 | ) | $ | (960,056 | ) | |||
| FFO per share | $ | (0.35 | ) | $ | (0.96 | ) | |||
| AFFO(1) | $ | (382,878 | ) | $ | (687,950 | ) | |||
| AFFO per share | $ | (0.20 | ) | $ | (0.69 | ) | |||
| Distributions of cash dividends | Nil | Nil | |||||||
| Weighted average shares outstanding(2) | 1,864,636 | 1,004,656 | 103,387 | ||||||
| 1 – FFO & AFFO are non-GAAP performance measures. Please refer to the note below on non-IFRS measures, the MD&A as well as the reconciliation from net loss on the page below. |
| 2 – After giving retroactive effect to the 85 to 1 common share consolidation that occurred on February 19, 2015. See “Subsequent Events”. |
| Statement of Financial Position Data | As at December 31, 2014 |
As at December 31, 2013 |
||
| Cash | $ | 2,232,112 | $ | 4,747,127 |
| Investment properties | $ | 68,694,530 | Nil | |
| Total assets | $ | 72,715,005 | $ | 4,765,275 |
| Total current financial liabilities | $ | 14,724,512 | $ | 13,721 |
| Total non-current financial liabilities | $ | 40,919,892 | Nil | |
| Total liabilities | $ | 55,644,404 | $ | 13,721 |
FFO & AFFO Reconciliation
The following table reconciles FFO and AFFO to GAAP net loss and comprehensive loss:
| Reconciliation from net loss to FFO & AFFO | Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2014 |
|||||
| Net loss | $ | (2,033,753 | ) | $ | (2,670,410 | ) | |
| Add: | |||||||
| Acquisition transaction costs | $ | 1,385,970 | $ | 1,710,354 | |||
| Funds From Operations | $ | (647,783 | ) | $ | (960,056 | ) | |
| Add (subtract): | |||||||
| Amortization of financing transaction costs | $ | 312,699 | $ | 319,900 | |||
| Straight line rent | $ | (7,026 | ) | $ | (7,026 | ) | |
| Capital expenditures | $ | (40,768 | ) | $ | (40,768 | ) | |
| Adjusted Funds From Operations | $ | (382,878 | ) | $ | (687,950 | ) | |
FFO for the three and twelve months ended December 31, 2014 amounted to ($647,783) or ($0.35) per share and ($960,056) or ($0.96) per share respectively. AFFO for the three and twelve months ended December 31, 2014 was loss of ($382,878) or ($0.20) per share and ($687,950) or ($0.96) per share respectively. Per share amounts give retroactive effect to the 85 to 1 common share consolidation completed on February 19, 2015, see “Subsequent Events”.
The following table reconciles GAAP cash used in operating activities to AFFO
| Reconciliation from cash used in operating activity to AFFO | Three Months Ended December 31, 2014 |
Twelve Months Ended December 31, 2014 |
|||||
| Cash used in operating activities | $ | (630,069 | ) | $ | (1,803,537 | ) | |
| Add (subtract): | |||||||
| Acquisition transaction costs | $ | 1,385,970 | $ | 1,710,354 | |||
| Changes in non-cash working capital | $ | (918,785 | ) | $ | (374,773 | ) | |
| Non-cash compensation | $ | (174,871 | ) | $ | (174,871 | ) | |
| Depreciation | $ | (4,355 | ) | $ | (4,355 | ) | |
| Capital expenditures | $ | (40,768 | ) | $ | (40,768 | ) | |
| Adjusted Funds From Operations | $ | (382,878 | ) | $ | (687,950 | ) | |
Subsequent Developments
Highlights of developments subsequent to quarter end and to the date of this release include:
- The Company’s name was changed to CHC Student Housing Corp. to better reflect the Company’s business of owning and operating student housing rental properties.
- Consolidated the common shares of the Company on a 1 (new) for 85 (old) basis. As a result of the share consolidation, the number of issued and outstanding common shares of the Company was reduced from 198,495,610 to approximately 2,335,242, subject to adjustments from rounding.
About CHC Student Housing Corp.
CHC Student Housing Corp. is an owner and operator of student housing properties which is focused on acquiring high quality properties in close proximity to universities and colleges in primary and well understood secondary markets in Canada.
Non-IFRS measures
The Company’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). The following measures: net operating income (or “NOI”), funds from operations (or “FFO”), FFO per share, adjusted funds from operations (or “AFFO”) and AFFO per share, are not measures recognized under IFRS and do not have standardized meanings prescribed by IFRS, and should not be compared to or construed as alternatives to profit/loss, cash flow from operating activities or other measures of financial performance determined in accordance with IFRS. However, these non-IFRS measures are recognized supplemental measures of performance for real estate issuers widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties, and the Company believes they provide useful supplemental information to both management and readers in measuring the financial performance of the Company. Further details on non-IFRS measures are set out in the Company’s Management’s Discussion and Analysis for the year ended December 31, 2014 and available on the Company’s profile on SEDAR at www.sedar.com.
Cautions Regarding Future Plans and Forward Looking Information
This press release contains forward-looking information within the meaning of Canadian securities laws. Forward-looking information is provided for the purposes of assisting the reader in understanding the Company’s financial performance, financial position and cash flows as at and for the periods ended on certain dates and to present information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. Such information includes, without limitation, information regarding the business strategies of CHC. Although CHC believes that such information is reasonable, it can give no assurance that such expectations will prove to be correct. Forward looking information is typically identified by words such as: believe, expect, anticipate, intend, estimate, postulate and similar expressions, or are those, which, by their nature, refer to future events. CHC cautions investors that any forward-looking information provided by CHC is not a guarantee of future results or performance, and that actual results may differ materially from those in forward looking information as a result of various factors, including, but not limited to: CHC’s ability to complete proposed or contemplated transactions; the state of the real estate sector generally; recent market volatility; CHC’s ability to secure the necessary financing or to be fully able to implement its business strategies; and other risks and factors that CHC is unaware of at this time. A variety of factors, many of which are beyond the CHC’s control, affect the operations, performance and results of the Compnay and its business, and could cause actual results to differ materially from current expectations of estimated or anticipated events or results. These factors include, but are not limited to, the risks discussed in CHC’s materials filed with Canadian securities regulatory authorities from time to time, copies of which may be accessed through CHC’s profile on SEDAR at www.sedar.com. The reader is cautioned to consider these and other factors, uncertainties and potential events carefully and not to put undue reliance on forward-looking information as there can be no assurance that actual results will be consistent with such forward-looking information
The forward-looking information included in this press release relate only to events or information as of the date hereof. Except as specifically required by applicable Canadian law, CHC undertakes no obligation to update or revise publicly any forward-looking information, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy any securities nor shall there by any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSX Venture Exchange (“TSXV”) nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.
Mark Hansen
President and Chief Executive Officer
(647) 288-9355
mhansen@chcrealty.ca
CHC Student Housing Corp.
Robert Waxman
Chief Financial Officer
(647) 288-9375
rwaxman@chcrealty.ca