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RioCan achieves high end of FFO guidance range and announces 6% distribution increase

February 15, 2023 By Globenewswire Tagged With: TSX:REI.UN

• 5.0 million sq. ft. of new and renewed leases with new leasing spread of 12.3% and blended spread of 9.0%

• Strong tenant demand delivered retail committed occupancy of 97.9% and renewal retention ratio of 91.5%

TORONTO, Feb. 15, 2023 (GLOBE NEWSWIRE) — RioCan Real Estate Investment Trust (“RioCan” or the “Trust”) (TSX: REI.UN) announced today its financial results for the three months and year ended December 31, 2022 (the “Fourth Quarter”).

“RioCan’s well-positioned assets, strong and stable tenant mix and delivery of exceptional developments drove strong results in 2022,” said Jonathan Gitlin, President and CEO of RioCan. “RioCan has proven the stability and resilience of our portfolio and our ability to deliver on our growth strategy. We are poised to succeed in any environment and benefit from the favourable supply / demand dynamics within the Canadian retail real estate sector. At the same time, our established development platform continues to fuel future growth. With confidence in our competitive advantages, I am pleased to announce a distribution increase aligned with our goal to deliver consistent, sustainable growth for our unitholders.”

  Three months ended December 31   Years ended
December 31
(in millions, except where otherwise noted, and per unit values)     2022         2021       2022       2021
Financial Highlights                      
FFO 1   $ 127.6       $ 146.5     $ 524.7     $ 507.0
FFO per unit – diluted 1   $ 0.42       $ 0.46     $ 1.71     $ 1.60
Net income (loss)   $ (5.0 )     $ 208.8     $ 236.8     $ 598.4
Weighted average Units outstanding – diluted (in thousands)     302,423         315,733       306,247       317,284
Net book value per unit 2   $ 25.73       $ 25.54     $ 25.73     $ 25.54
                       

1. A non-GAAP measurement. For definitions, reconciliations and the basis of presentation of RioCan’s non-GAAP measures, refer to the Basis of Presentation and Non-GAAP Measures section in this News Release.
2. Information presented as at respective periods then ended.

FFO per Unit and Net Income

  • Full year FFO per unit was $1.71, an increase of $0.11 per unit or 7% over the prior year. Same Property NOI1 growth of 4.3% contributed an $0.08 increase in FFO per unit. Completed commercial developments drove FFO per unit higher by $0.02. Residential NOI1 accounted for $0.03 per unit of the FFO increase. Higher interest expense, which was partially insulated by hedges and higher interest income, resulted in a net $0.01 decrease in FFO per unit. The $0.07 reduction in FFO per unit from properties sold was mostly offset by a $0.06 FFO per unit accretion from Normal Course Issuer Bid (NCIB) activity.
  • Net income for the year of $236.8 million was $361.6 million lower than the prior year due to fair value loss on investment properties of $241.1 million compared to a $124.1 million fair value gain in 2021. The fair value loss in 2022 was driven by increased capitalization rate assumptions, an impact of $408.5 million loss, partially offset by the positive impact of $167.4 million from higher property level NOI due to strong leasing. Over the long-term, underlying fundamentals are expected to drive cash flow growth offsetting short-term interest rate volatility that is currently impacting portfolio valuation.
  • Net book value per unit was $25.73, an increase of $0.19 over the prior year, as the above fair value losses were offset by retained earnings, after distributions, gains from hedging activities and the accretive benefit of unit buybacks.
  • Our FFO Payout Ratio of 59.0%, Liquidity1 of $1.5 billion, Unencumbered Asset1 pool of $8.3 billion, floating rate debt at 8.0% of total debt and staggered debt maturities, all contribute to our financial flexibility and balance sheet strength.
  • RioCan’s Board of Trustees has approved a 6% increase to the monthly distribution to Unitholders from $0.085 to $0.090 per unit commencing with the February 2023 distribution, payable on March 7, 2023 to Unitholders of record as at February 28, 2023. This brings RioCan’s annualized distribution to $1.08 per unit.
  • For 2023, we anticipate FFO per unit to be within the range of $1.77 to $1.80, SPNOI growth of 3%, and an FFO Payout Ratio of between 55% to 65%. Development Spending1 of $400 million to $450 million.
1. A non-GAAP measurement. For definitions, reconciliations and the basis of presentation of RioCan’s non-GAAP measures, refer to the Basis of Presentation and Non-GAAP Measures section in this News Release.

Operation Highlights

  Three months ended December 31   Years ended
December 31
    2022       2021       2022       2021  
Operation Highlights (i)                      
Occupancy – committed (ii)   97.4 %     96.8 %     97.4 %     96.8 %
Blended leasing spread   8.8 %     4.6 %     9.0 %     6.3 %
New leasing spread   11.8 %     3.8 %     12.3 %     8.6 %
Renewal leasing spread   8.3 %     5.0 %     8.2 %     5.4 %
                       

(i) Includes commercial portfolio only.
(ii) Information presented as at respective periods then ended.

  • Same Property NOI for 2022 grew by 4.3% driven by increases in occupancy, rent growth from contractual rent steps, increases in rent upon renewal and a lower pandemic-related provision, partially offset by certain 2021 favourable items which did not recur in 2022.
  • Retail committed occupancy improved to 97.9%, driving committed occupancy for the commercial portfolio up to 97.4%. In the Fourth Quarter, the tenant retention ratio reached a new high of 93.5%, reflecting strong tenant demand for high quality, well-located retail space that is in short supply.
  • The commercial blended leasing spread for the year of 9.0% was bolstered by new leasing spreads of 12.3%. Renewal leasing spreads were 8.2% or 9.2% excluding the impact of fixed renewals.

RioCan Living Update 1

  • As at February 15, 2023, the RioCan Living™ residential rental portfolio is comprised of 2,219 purpose-built completed units across 10 buildings located in Toronto, Montreal, Ottawa and Calgary, including Rhythm™ which was completed in the Fourth Quarter. The eight stabilized buildings are 95.7% leased. The two most recently completed buildings, Luma™ and Rhythm, are currently in lease-up.
  • Leasing velocity was excellent across the portfolio given increased demand and constrained supply in major markets.
  • As of December 31, 2022, 2,575 condominium and townhouse units are under construction. Between 2023 and 2026, these projects are expected to generate combined sales revenue of over $860.0 million that can be redeployed to fund our development pipeline. Of RioCan’s six active condominium construction projects, 85% of the total units have been pre-sold, representing 95% of pro-forma revenues.
1. Units at 100% ownership interest.

Development Highlights

  Three months ended December 31   Years ended
December 31
(in millions except square feet)     2022       2021       2022       2021
                       
Development Highlights                      
Development Completions – sq. ft. in thousands (i)     258.0       86.0       651.0       243.0
Development Spending (ii)   $ 114.6     $ 95.4     $ 427.1     $ 437.9
Development Projects Under Construction – sq. ft. in thousands (iii)     1,945.0       2,082.0       1,945.0       2,082.0
                       

i.  At RioCan’s ownership. Represents net leasable area (NLA) of property under development completions. Excludes NLA of residential inventory completions.
ii. Effective Q1 2022, the definition of total Development Spending was revised to include RioCan’s share of Development Spending from equity-accounted joint ventures, accordingly, the comparative periods have been restated.
iii. Information presented as at the respective periods then ended, includes properties under development and residential inventory, equity-accounted joint ventures and represents gross floor area of the respective projects.
  • In 2022, our development team continued to execute on our projects under construction with the Value of Development Deliveries1 reaching $688.2 million. We completed 651,000 square feet of NLA, including four residential rental buildings – Latitude™, Luma and Rhythm in Ottawa, as well as Strada™ in Toronto – which added a combined 246,000 square feet or 650 residential units to the RioCan Living portfolio. In addition, 608 condominium units were completed which generated revenue of $118.7 million and residential inventory gains of $22.4 million in 2022.
  • At The Well™, office and parking construction are substantially complete and the retail will follow in the coming months. Approximately 1,023,000 square feet (at 100% ownership interest) is in tenant possession and 11 tenants are now operating in their respective units.
  • The 592 rental residential units at FourFifty The Well™ will be completed in phases starting in mid-2023, through to early-2024. Pre-leasing of this building is scheduled to commence in Q1 2023.
  • During 2022, we commenced construction at our Verge™ and Queen & Ashbridge™ mixed-use projects, both in Toronto, bringing the total number of mixed-use development projects under construction to 11.
  • In parallel, our team continued to advance our pipeline of future development. Zoning approvals were obtained at RioCan Leaside Centre, Shoppers World Brampton, 2323 Yonge Street and RioCan Grand Park, solidifying approximately 5.5 million square feet of zoned density. Our total zoned square footage was 15.0 million at the end of 2022.
  • The Trust continues to unlock value by advancing the development opportunities embedded within the existing portfolio, which has long term potential of 42.9 million square feet. With many opportunities to advance, we have chosen five on which to prioritize our efforts. These Focus Five sites are large scale, transit-oriented, mixed-use developments in the Greater Toronto Area that we are currently advancing through zoning and the site plan approval process. The projects, to be built in phases, have the potential to yield 20.2 million square feet, which could include as many as 23,126 residential units. The scale of these projects provides optionality to create value through development, partnerships and air rights sales, driving growth for many years to come.
  • Our Focus Five projects are as follows:
      Developable Acreage     GFA
(in ‘000 sf) (i)
    Residential Units (ii)   Zoning Status   Progress
                           
Focus Five Sites                          
RioCan Leaside Centre, Toronto, ON (iii)     9     990     1,452   Zoned   Site Plan Application submitted
Shoppers World Brampton, ON     52     4,129     4,728   Zoned   Site Plan Application submitted (Phase 1)
RioCan Scarborough Centre (Golden Mile), Toronto, ON     26     4,271     4,983   Zoning By-law Amendment submitted   Zoning By-law Amendment approved by City of Toronto with final zoning expected in 2023.
Site Plan Application submission (Phase 1) in 2023
RioCan Hall, Toronto, ON     1     858     693   Zoning By-law Amendment submitted   Zoning By-law Amendment approved by City of Toronto with final zoning expected in 2023
RioCan Colossus Centre, Vaughan, ON     62     10,000     11,270   Official Plan Amendment application submitted   Zoning By-law Amendment submission in 2023
Total     150     20,248     23,126        
                           

i. GFA includes commercial and residential development and is presented at RioCan’s ownership interest.
ii.  Residential units are at 100% ownership.
iii. Residential units are presented at 100% ownership but are comprised of 809 rental units which are 100% owned by RioCan and 643 condominium units, which are 25% owned by RioCan.
1. A non-GAAP measurement. For definitions, reconciliations and the basis of presentation of RioCan’s non-GAAP measures, refer to the Basis of Presentation and Non-GAAP Measures section in this News Release.

Capital Management Update

  • RioCan redeemed, in full, its $300.0 million, 2.83% Series Y unsecured debenture upon maturity on October 3, 2022. The repayment was primarily funded through six mortgages for a combined total of $295.5 million at a weighted average hedged interest rate of 3.67%.
  • The Trust settled a total of $500 million of bond forward contracts during 2022, which resulted in a weighted average interest rate reduction of 109 basis points or a weighted average hedged interest rate of 3.68% for $507.5 million of 7-year debt.
  • The Trust entered into bond forward contracts on November 24, 2022 to sell $200.0 million of Government of Canada Bonds due June 1, 2030 with an effective bond yield of 2.876% in April 2023, to hedge the anticipated issuance of fixed rate debt.
  • As announced on November 3, 2022, RioCan renewed its Normal Course Issuer Bid, to acquire up to a maximum of 30,247,803 Units, subject to a daily maximum of 207,826.
  • During 2022, 9,539,675 Units were acquired and cancelled at a weighted average purchase price of $21.36 per unit for a total cost of $203.9 million.
  • RioCan established an automatic securities purchase plan on December 12, 2022 which allows for the purchase of Units under the NCIB at times when RioCan would ordinarily not be permitted to purchase Units due to regulatory restrictions and customary self-imposed blackout periods. There is no obligation to buy under this plan unless the Trust provides instructions to do so prior to each blackout period.
  • On January 31, 2023, RioCan refinanced its $200 million non-revolving unsecured credit facility with a weighted average annual all-in fixed rate of 4.93% through interest rate swaps and a maturity date of February 5, 2025 with an option to extend to January 30, 2026, all other terms were similar to the matured facility.

Investing and Capital Recycling

  • In 2022, the Trust completed $459.8 million of dispositions at a weighted average capitalization rate of 7.7%. These dispositions, which include two enclosed centres and certain non-core and secondary market assets, improve our overall portfolio quality and generate capital that can be recycled into more productive uses.
  • As of February 15, 2023, the Trust has $43.0 million of firm or conditional deals or deals that closed subsequent to year end.
  • Total Acquisitions1 during 2022 totalled $193.9 million including 139 income producing residential rental units acquired by RioCan through its purchase of a 90% interest in the first phase of Market, a new apartment complex in the heart of Laval, Montreal’s largest suburban area. Market is RioCan Living’s first acquisition of an operational multi-unit residential building and contributes to the diversification of RioCan’s asset base and income stream.
1. A non-GAAP measurement. For definitions, reconciliations and the basis of presentation of RioCan’s non-GAAP measures, refer to the Basis of Presentation and Non-GAAP Measures section in this News Release.

Balance Sheet Strength

(in millions except percentages)
As at
  December 31, 2022   December 31, 2021
             
Balance Sheet Strength Highlights            
Total assets     $ 15,102       $ 15,177  
Total debt     $ 6,742       $ 6,611  
Liquidity (i) 1     $ 1,548       $ 1,010  
Adjusted Debt to Adjusted EBITDA (i) 1       9.51x         9.59x  
Total Adjusted Debt to Total Adjusted Assets (i) 1       45.2%         43.9%  
Ratio of Unsecured Debt and Secured Debt (i) 1     53.9% / 46.1%
      59.4% / 40.6%  
Unencumbered Assets (i) 1     $ 8,257       $ 9,392  
Unencumbered Assets to Unsecured Debt (i) 1       218%         231%  
             

(i) At RioCan’s proportionate share.

 

  • As at December 31, 2022, the Trust had $1.5 billion of Liquidity in the form of a $1.1 billion undrawn revolving line of credit, $0.3 billion undrawn construction lines and other bank loans and $0.1 billion cash and cash equivalents. Pursuant to the terms of its credit agreement, the Trust has a $250 million option to increase its commitment under the revolving line of credit.
  • RioCan’s unencumbered asset pool of $8.3 billion, which can be used to obtain secured financing to provide additional liquidity, generated 55.9% of Annual Normalized NOI1 and provided 2.18x coverage over Unsecured Debt1.
  • Adjusted Debt to Adjusted EBITDA1 was 9.51x on a proportionate share basis, as at December 31, 2022, compared to 9.59x as at the end of 2021. The decrease was primarily due to higher Adjusted EBITDA due to growth in earnings from operations and development deliveries, partially offset by higher average Total Adjusted Debt balances, as development activities were partially funded with incremental debt.
1. A non-GAAP measurement. For definitions, reconciliations and the basis of presentation of RioCan’s non-GAAP measures, refer to the Basis of Presentation and Non-GAAP Measures section in this News Release.

Conference Call and Webcast

Interested parties are invited to participate in a conference call with management on Thursday, February 16, 2023 at 10:00 a.m. (ET). Participants will be required to identify themselves and the organization on whose behalf they are participating.

To access the conference call, click on the following link to register at least 10 minutes prior to the scheduled start of the call: https://www.netroadshow.com/events/login?show=a354a1be&confId=45471. Participants who pre-register will receive an email with dial-in credentials including a login passcode and PIN to gain immediate access to the live call. Those that are unable to pre-register may dial-in for operator assistance by calling 1-833-950-0062 and entering the access code: 887284.

For those unable to participate in the live mode, a replay will be available at 1-866-813-9403 with access code 334986.

To access the simultaneous webcast, visit RioCan’s website at http://investor.riocan.com/investor-relations/events-and-presentations/ and click on the link for the webcast.

About RioCan

RioCan is one of Canada’s largest real estate investment trusts. RioCan owns, manages and develops retail-focused, increasingly mixed-use properties located in prime, high-density transit-oriented areas where Canadians want to shop, live and work. As at December 31, 2022, our portfolio is comprised of 193 properties with an aggregate net leasable area of approximately 33.6 million square feet (at RioCan’s interest) including office, residential rental and 10 development properties. To learn more about us, please visit www.riocan.com.

Basis of Presentation and Non-GAAP Measures

All figures included in this News Release are expressed in Canadian dollars unless otherwise noted. RioCan’s annual audited consolidated financial statements (“2022 Annual Consolidated Financial Statements”) are prepared in accordance with International Financial Reporting Standards (IFRS). Financial information included within this News Release does not contain all disclosures required by IFRS, and accordingly should be read in conjunction with the Trust’s 2022 Annual Consolidated Financial Statements and MD&A for the three months and year ended December 31, 2022, which are available on RioCan’s website at www.riocan.com and on SEDAR at www.sedar.com.

Consistent with RioCan’s management framework, management uses certain financial measures to assess RioCan’s financial performance, which are not in accordance with generally accepted accounting principles (GAAP) under IFRS. Funds From Operations (“FFO”), FFO per unit, FFO Adjusted per unit, Net Operating Income (“NOI”), Same Property NOI, Adjusted Same Property NOI, Development Spending, Value of Development Deliveries, Total Acquisitions, Liquidity, Adjusted Debt to Adjusted EBITDA, Total Adjusted Debt to Total Adjusted Assets, RioCan’s Proportionate Share, Ratio of Unsecured Debt to Total Contractual Debt, Ratio of Secured Debt to Total Contractual Debt, Unencumbered Assets to Unsecured Debt and Percentage of Normalized NOI Generated from Unencumbered Assets, as well as other measures that may be discussed elsewhere in this News 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 income or comparable metrics determined in accordance with IFRS as indicators of RioCan’s performance, liquidity, cash flow, and profitability. For full definitions of these measures, please refer to the “Non-GAAP Measures” section in RioCan’s MD&A for three months and year ended December 31, 2022.

The reconciliations for non-GAAP measures included in this News Release are outlined as follows:

RioCan’s Proportionate Share

The following table reconciles the consolidated balance sheet from IFRS to RioCan’s proportionate share basis as at December 31, 2022 and December 31, 2021:

As at December 31, 2022 December 31, 2021
(in thousands) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Assets            
Investment properties $ 13,807,740 $ 398,701   $ 14,206,441 $ 14,021,338 $ 409,794   $ 14,431,132
Equity-accounted investments   364,892   (364,892 )   —   327,335   (327,335 )   —
Mortgages and loans receivable   269,339   —     269,339   237,790   —     237,790
Residential inventory   272,005   214,536     486,541   217,043   121,291     338,334
Assets held for sale   42,140   —     42,140   47,240   —     47,240
Receivables and other assets   259,514   37,779     297,293   248,959   35,367     284,326
Cash and cash equivalents   86,229   8,001     94,230   77,758   9,113     86,871
Total assets $ 15,101,859 $ 294,125   $ 15,395,984 $ 15,177,463 $ 248,230   $ 15,425,693
             
Liabilities            
Debentures payable $ 2,942,051 $ —   $ 2,942,051 $ 2,990,692 $ —   $ 2,990,692
Mortgages payable   2,659,180   172,100     2,831,280   2,334,016   166,368     2,500,384
Lines of credit and other bank loans   1,141,112   89,187     1,230,299   1,285,910   48,049     1,333,959
Accounts payable and other liabilities   630,624   32,838     663,462   655,501   33,813     689,314
Total liabilities $ 7,372,967 $ 294,125   $ 7,667,092 $ 7,266,119 $ 248,230   $ 7,514,349
             
Equity            
Unitholders’ equity   7,728,892   —     7,728,892   7,911,344   —     7,911,344
Total liabilities and equity $ 15,101,859 $ 294,125   $ 15,395,984 $ 15,177,463 $ 248,230   $ 15,425,693

The following tables reconcile the consolidated statements of income (loss) from IFRS to RioCan’s proportionate share basis for the three months and years ended December 31, 2022 and 2021:

  Three months ended December 31, 2022   Three months ended December 31, 2021  
(in thousands) IFRS basis   Equity-accounted investments   RioCan’s proportionate share   IFRS basis   Equity-accounted investments   RioCan’s proportionate share  
Revenue            
Rental revenue $ 268,864   $ 7,516   $ 276,380   $ 266,899   $ 7,071   $ 273,970  
Residential inventory sales   33,873     —     33,873     65,620     965     66,585  
Property management and other service fees   3,450     —     3,450     3,920     —     3,920  
    306,187     7,516     313,703     336,439     8,036     344,475  
Operating costs            
Rental operating costs            
Recoverable under tenant leases   95,258     836     96,094     93,346     588     93,934  
Non-recoverable costs   9,060     606     9,666     9,019     609     9,628  
Residential inventory cost of sales   26,448     —     26,448     39,286     289     39,575  
    130,766     1,442     132,208     141,651     1,486     143,137  
Operating income   175,421     6,074     181,495     194,788     6,550     201,338  
Other income (loss)            
Interest income   6,272     599     6,871     3,842     566     4,408  
Income (Loss) from equity-accounted investments   (3,864 )   3,864     —     6,503     (6,503 )   —  
Fair value (loss) gain on investment properties, net   (115,507 )   (8,404 )   (123,911 )   72,255     1,480     73,735  
Investment and other income (loss)   240     324     564     (696 )   (144 )   (840 )
    (112,859 )   (3,617 )   (116,476 )   81,904     (4,601 )   77,303  
Other expenses            
Interest costs, net   48,320     2,394     50,714     42,403     1,819     44,222  
General and administrative   12,845     23     12,868     11,924     16     11,940  
Internal leasing costs   3,306     —     3,306     2,982     —     2,982  
Transaction and other costs   3,236     40     3,276     6,779     114     6,893  
Debt prepayment costs, net   —     —     —     3,896     —     3,896  
    67,707     2,457     70,164     67,984     1,949     69,933  
Income (Loss) before income taxes $ (5,145 ) $ —   $ (5,145 ) $ 208,708   $ —   $ 208,708  
Current income tax recovery   (184 )   —     (184 )   (68 )   —     (68 )
Net income (loss) $ (4,961 ) $ —   $ (4,961 ) $ 208,776   $ —   $ 208,776  

  Year ended December 31, 2022   Year ended December 31, 2021  
(in thousands)   IFRS basis     Equity-accounted investments     RioCan’s proportionate share     IFRS basis     Equity-accounted investments     RioCan’s proportionate share  
Revenue                                    
Rental revenue $ 1,074,192   $ 29,221   $ 1,103,413   $ 1,066,562   $ 26,836   $ 1,093,398  
Residential inventory sales   118,659     936     119,595     93,727     6,474     100,201  
Property management and other service fees   20,996     —     20,996     14,772     —     14,772  
    1,213,847     30,157     1,244,004     1,175,061     33,310     1,208,371  
Operating costs                                    
Rental operating costs                                    
Recoverable under tenant leases   376,914     2,889     379,803     367,297     2,089     369,386  
Non-recoverable costs   27,955     2,394     30,349     40,753     2,544     43,297  
Residential inventory cost of sales   96,286     422     96,708     65,346     2,371     67,717  
    501,155     5,705     506,860     473,396     7,004     480,400  
Operating income   712,692     24,452     737,144     701,665     26,306     727,971  
Other income (loss)                                    
Interest income   20,902     2,326     23,228     13,666     2,160     15,826  
Income from equity-accounted investments   2,349     (2,349 )   —     19,189     (19,189 )   —  
Fair value (loss) gain on investment properties, net   (241,128 )   (16,208 )   (257,336 )   124,052     (1,113 )   122,939  
Investment and other income (loss)   (1,842 )   277     (1,565 )   2,743     (806 )   1,937  
    (219,719 )   (15,954 )   (235,673 )   159,650     (18,948 )   140,702  
Other expenses                                    
Interest costs, net   180,365     8,242     188,607     171,521     7,026     178,547  
General and administrative   54,437     74     54,511     51,400     60     51,460  
Internal leasing costs   12,204     —     12,204     11,807     —     11,807  
Transaction and other costs   8,274     182     8,456     17,343     272     17,615  
Debt prepayment costs, net   —     —     —     10,914     —     10,914  
    255,280     8,498     263,778     262,985     7,358     270,343  
Income before income taxes $ 237,693   $ —   $ 237,693   $ 598,330   $ —   $ 598,330  
Current income tax expense (recovery)   921     —     921     (59 )   —     (59 )
Net income $ 236,772   $ —   $ 236,772   $ 598,389   $ —   $ 598,389  

NOI and Same Property NOI

The following table reconciles operating income to NOI and Same Property NOI to NOI for the three months and years ended December 31, 2022 and 2021:

(thousands of dollars)

Three months ended December 31 Years ended
December 31
  2022     2021     2022     2021  
Operating Income $ 175,421   $ 194,788   $ 712,692   $ 701,665  
Adjusted for the following:        
Property management and other service fees   (3,450 )   (3,920 )   (20,996 )   (14,772 )
Residential inventory gains   (7,425 )   (26,334 )   (22,373 )   (28,381 )
Operational lease revenue from ROU assets   1,516     1,264     5,666     4,799  
NOI $ 166,062   $ 165,798   $ 674,989   $ 663,311  

  Three months ended December 31 Years ended
December 31
(thousands of dollars)   2022   2021   2022   2021
Same Property NOI $ 149,771 $ 146,405 $ 600,529 $ 575,707
NOI from income producing properties:        
Acquired (i)   85   —   574   110
Disposed (i)   3,665   9,923   26,227   49,699
    3,750   9,923   26,801   49,809
NOI from completed properties under development   4,867   3,677   16,927   9,683
NOI from properties under de-leasing under development   2,458   2,485   10,107   10,669
Lease cancellation fees   391   394   5,119   6,457
Straight-line rent adjustment   806   1,050   1,884   6,928
NOI from residential rental   4,019   1,864   13,622   4,058
NOI $ 166,062 $ 165,798 $ 674,989 $ 663,311

(i) Includes properties acquired or disposed during the periods being compared.

Same Property NOI including completed properties under development (PUD)

  Three months ended
December 31
Years ended
December 31
(thousands of dollars,except where otherwise noted)   2022   2021 % change   2022   2021 % change
Same Property NOI $ 149,771 $ 146,405 2.3 % $ 600,529 $ 575,707 4.3 %
Add:            
NOI from completed properties under development   4,867   3,677     16,927   9,683  
Same Property NOI including completed PUD $ 154,638 $ 150,082 3.0 % $ 617,456 $ 585,390 5.5 %

Adjusted Same Property NOI

  Three months ended
December 31
Years ended
December 31
(thousands of dollars,except where otherwise noted)   2022   2021   % change   2022     2021   % change
Same Property NOI $ 149,771 $ 146,405   2.3 % $ 600,529   $ 575,707   4.3 %
Add (exclude):            
Same property pandemic-related provision (recovery)   1,281   2,742       1,104     16,175    
Legal and CAM/property tax settlements   1,022   (741 )     (90 )   (5,929 )  
Adjusted Same Property NOI $ 152,074 $ 148,406   2.5 % $ 601,543   $ 585,953   2.7 %


FFO

The following table reconciles net income (loss) attributable to Unitholders to FFO for the three months and years ended December 31, 2022 and 2021:

  Three months ended December 31 Years ended
December 31
(thousands of dollars, except where otherwise noted)   2022     2021     2022     2021  
Net income (loss) attributable to Unitholders $ (4,961 ) $ 208,776   $ 236,772   $ 598,389  
Add back/(Deduct):        
Fair value losses (gains), net   115,507     (72,255 )   241,128     (124,052 )
Fair value losses (gains) included in equity-accounted investments   8,404     (1,480 )   16,207     1,113  
Internal leasing costs   3,306     2,982     12,204     11,807  
Transaction losses on investment properties, net (i)   560     901     1,027     402  
Transaction costs on sale of investment properties   2,652     6,324     5,734     14,391  
Change in unrealized fair value on marketable securities   382     —     3,782     —  
Current income (recovery) expense   (184 )   (68 )   921     (59 )
Operational lease revenue from ROU assets   1,120     887     4,086     3,308  
Operational lease expenses from ROU assets in equity-accounted investments   (12 )   (11 )   (46 )   (42 )
Capitalized interest on equity-accounted investments (ii)   869     465     2,863     1,725  
FFO $ 127,643   $ 146,521   $ 524,678   $ 506,982  
Add back:        
Debt prepayment costs, net   —     3,896     —     10,914  
One-time compensation costs   —     —     —     6,057  
Restructuring costs   510     —     4,289     —  
FFO Adjusted $ 128,153   $ 150,417   $ 528,967   $ 523,953  
         
FFO per unit – basic $ 0.42   $ 0.46   $ 1.71   $ 1.60  
FFO per unit – diluted $ 0.42   $ 0.46   $ 1.71   $ 1.60  
FFO Adjusted per unit – diluted $ 0.42   $ 0.48   $ 1.73   $ 1.65  
Weighted average number of Units – basic (in thousands)   302,321     315,534     306,069     317,201  
Weighted average number of Units – diluted (in thousands)   302,423     315,733     306,247     317,284  
         
FFO for last 4 quarters     $ 524,678   $ 506,982  
Distributions paid for last 4 quarters     $ 309,416   $ 317,497  
FFO Payout Ratio       59.0 %   62.6 %

(i) Represents net transaction gains or losses connected to certain investment properties during the period.
(ii) This amount represents the interest capitalized to RioCan’s equity-accounted investment in WhiteCastle New Urban Fund, LP, WhiteCastle New Urban Fund 2, LP, WhiteCastle New Urban Fund 3, LP, WhiteCastle New Urban Fund 4, LP, WhiteCastle New Urban Fund 5, LP, RioCan-Fieldgate JV, RC (Queensway) LP, RC (Leaside) LP- Class B and PR Bloor Street LP. This amount is not capitalized to properties under development under IFRS, but is allowed as an adjustment under REALPAC’s definition of FFO.

Development Spending

Total Development Spending for the three months and years ended December 31, 2022 and 2021 are as follows:

  Three months ended December 31 Years ended
December 31
(thousands of dollars)   2022   2021   2022   2021
Development expenditures on balance sheet:        
Properties under development $ 78,282 $ 79,457 $ 298,409 $ 365,120
Residential inventory   33,631   14,330   112,597   62,351
RioCan’s share of Development Spending from equity-accounted joint ventures   2,639   1,619   16,062   10,456
Total Development Spending (i) $ 114,552 $ 95,406 $ 427,068 $ 437,927

(i) Beginning in Q1 2022, the definition of total Development Spending was revised to include RioCan’s share of Development Spending from equity-accounted joint ventures accordingly, the comparative period has been restated.

Value of Development Deliveries

Total Value of Development Deliveries for the three months and years ended December 31, 2022 and 2021 are as follows:

  Three months ended December 31 Years ended
December 31
(thousands of dollars)   2022   2021   2022   2021
         
Transfers PUD to IPP at fair value IFRS basis $ 239,297 $ 71,041 $ 569,494 $ 174,159
Revenue from residential inventory sales IFRS basis   33,873   65,620   118,659   93,727
Total Value of Development Deliveries $ 273,170 $ 136,661 $ 688,153 $ 267,886

Total Acquisitions

Total Acquisitions for the three months and years ended December 31, 2022 and 2021 are as follows:

  Three months ended December 31 Years ended
December 31
(thousands of dollars)   2022   2021   2022   2021
         
Income producing properties $ 5,011 $ — $ 96,031 $ 11,482
Properties under development   —   —   11,946   5,563
Residential inventory   —   —   19,440   —
RioCan’s share of acquisitions from equity-accounted joint ventures   —   —   66,497   —
Total Acquisitions $ 5,011 $ — $ 193,914 $ 17,045

Total Adjusted Debt and Total Contractual Debt
The following tables reconcile total debt to Total Adjusted Debt, total assets to Total Adjusted Assets, and total debt to Total Contractual Debt as at December 31, 2022 and 2021:

As at December 31, 2022 December 31, 2021
(thousands of dollars, except where otherwise noted) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Debentures payable $ 2,942,051   $ — $ 2,942,051   $ 2,990,692   $ — $ 2,990,692  
Mortgages payable   2,659,180     172,100   2,831,280     2,334,016     166,368   2,500,384  
Lines of credit and other bank loans   1,141,112     89,187   1,230,299     1,285,910     48,049   1,333,959  
Total debt $ 6,742,343   $ 261,287 $ 7,003,630   $ 6,610,618   $ 214,417 $ 6,825,035  
Cash and cash equivalents   86,229     8,001   94,230     77,758     9,113   86,871  
Total Adjusted Debt $ 6,656,114   $ 253,286 $ 6,909,400   $ 6,532,860   $ 205,304 $ 6,738,164  
             
Total assets $ 15,101,859   $ 294,125 $ 15,395,984   $ 15,177,463   $ 248,230 $ 15,425,693  
Cash and cash equivalents   86,229     8,001   94,230     77,758     9,113   86,871  
Total Adjusted Assets $ 15,015,630   $ 286,124 $ 15,301,754   $ 15,099,705   $ 239,117 $ 15,338,822  
             
Total Adjusted Debt to Total Adjusted Assets   44.3 %     45.2 %   43.3 %     43.9 %

As at December 31, 2022 December 31, 2021
(thousands of dollars) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Total debt $ 6,742,343   $ 261,287   $ 7,003,630   $ 6,610,618   $ 214,417   $ 6,825,035  
Less:            
Unamortized debt financing costs, premiums and discounts on origination and debt assumed, and modifications   (15,634 )   (690 )   (16,324 )   (16,414 )   (386 )   (16,800 )
Total Contractual Debt $ 6,757,977   $ 261,977   $ 7,019,954   $ 6,627,032   $ 214,803   $ 6,841,835  

Liquidity

As at December 31, 2022, RioCan had $1.5 billion of Liquidity as summarized in the following table:

As at December 31, 2022 December 31, 2021
(thousands of dollars, except where otherwise noted) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Undrawn revolving unsecured operating line of credit $ 1,116,351 $ — $ 1,116,351 $ 634,080 $ — $ 634,080
Undrawn construction lines and other bank loans   267,562   70,094   337,656   241,883   47,641   289,524
Cash and cash equivalents   86,229   8,001   94,230   77,758   9,113   86,871
Liquidity $ 1,470,142 $ 78,095 $ 1,548,237 $ 953,721 $ 56,754 $ 1,010,475

Unsecured Debt and Secured Debt

The following table reconciles total Unsecured Debt and Secured Debt to Total Contractual Debt as at December 31, 2022 and 2021:

As at December 31, 2022 December 31, 2021
(thousands of dollars, except where otherwise noted) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Total Unsecured Debt $ 3,783,649   $ — $ 3,783,649   $ 4,065,920   $ — $ 4,065,920  
Total Secured Debt   2,974,328     261,977   3,236,305     2,561,112     214,803   2,775,915  
Total Contractual Debt $ 6,757,977   $ 261,977 $ 7,019,954   $ 6,627,032   $ 214,803 $ 6,841,835  
             
Percentage of Total Contractual Debt:            
Unsecured Debt   56.0 %     53.9 %   61.4 %     59.4 %
Secured Debt   44.0 %     46.1 %   38.6 %     40.6 %

Adjusted EBITDA

The following table reconciles consolidated net income attributable to Unitholders to Adjusted EBITDA:

  12 months ended
As at December 31, 2022 December 31, 2021
(thousands of dollars) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Net income attributable to Unitholders $ 236,772 $ —   $ 236,772 $ 598,389   $ —   $ 598,389  
Add (deduct) the following items:            
Income tax expense (recovery):            
Current   921   —     921   (59 )   —     (59 )
Fair value losses (gains) on investment properties, net   241,128   16,208     257,336   (124,052 )   1,113     (122,939 )
Change in unrealized fair value on marketable securities (i)   3,783   —     3,783   —     —     —  
Internal leasing costs   12,204   —     12,204   11,807     —     11,807  
Non-cash unit-based compensation expense   9,056   —     9,056   12,546     —     12,546  
Interest costs, net   180,365   8,242     188,607   171,521     7,026     178,547  
Debt prepayment costs, net   —   —     —   10,914     —     10,914  
One-time cash compensation costs   —   —     —   1,932     —     1,932  
Restructuring costs   4,289   —     4,289   —     —     —  
Depreciation and amortization   4,774   —     4,774   4,022     —     4,022  
Transaction losses on the sale of investment properties, net (ii)   1,024   —     1,024   402     —     402  
Transaction costs on investment properties   5,734   3     5,737   14,363     28     14,391  
Operational lease revenue (expenses) from ROU assets   4,086   (46 )   4,040   3,308     (42 )   3,266  
Adjusted EBITDA $ 704,136 $ 24,407   $ 728,543 $ 705,093   $ 8,125   $ 713,218  

(i)  The fair value gains and losses on marketable securities may include both the change in unrealized fair value and realized gains and losses on the sale of marketable securities. By adding back the change in unrealized fair value on marketable securities, RioCan effectively continues to include realized gains and losses on the sale of marketable securities in Adjusted EBITDA and excludes unrealized fair value gains and losses on marketable securities in Adjusted EBITDA.
(ii)  Includes transaction gains and losses realized on the disposition of investment properties.

Adjusted Debt to Adjusted EBITDA Ratio

Adjusted Debt to Adjusted EBITDA is calculated as follows:

  12 months ended
As at December 31, 2022 December 31, 2021
(thousands of dollars) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
             
Adjusted Debt to Adjusted EBITDA            
Average total debt outstanding $ 6,756,628   $ 251,888   $ 7,008,516   $ 6,773,147   $ 192,804   $ 6,965,951  
Less: average cash and cash equivalents   (74,871 )   (8,791 )   (83,662 )   (119,400 )   (5,639 )   (125,039 )
Average Total Adjusted Debt $ 6,681,757   $ 243,097   $ 6,924,854   $ 6,653,747   $ 187,165   $ 6,840,912  
Adjusted EBITDA $ 704,136   $ 24,407   $ 728,543   $ 705,093   $ 8,125   $ 713,218  
Adjusted Debt to Adjusted EBITDA   9.49       9.51     9.44       9.59  

Unencumbered Assets

The tables below summarize RioCan’s Unencumbered Assets to Unsecured Debt and Percentage of Normalized NOI Generated from Unencumbered Assets as at December 31, 2022 and 2021:

As at   December 31, 2022 December 31, 2021
(thousands of dollars, except where otherwise noted) Targeted
Ratios
IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
Unencumbered Assets   $ 8,200,280   $ 56,228 $ 8,256,508   $ 9,332,833   $ 59,433 $ 9,392,266  
Total Unsecured Debt   $ 3,783,649   $ — $ 3,783,649   $ 4,065,920   $ — $ 4,065,920  
Unencumbered Assets to Unsecured Debt > 200%   217 %     218 %   230 %     231 %
               
Annual Normalized NOI – total portfolio (i)   $ 646,540   $ 23,488 $ 670,028   $ 649,208   $ 22,688 $ 671,896  
Annual Normalized NOI – Unencumbered Assets (i)   $ 370,804   $ 3,440 $ 374,244   $ 432,820   $ 3,440 $ 436,260  
Percentage of Normalized NOI Generated from Unencumbered Assets > 50.0%   57.4 %     55.9 %   66.7 %     64.9 %

(i) Annual Normalized NOI are reconciled in the table below.

  Three months ended
December 31, 2022
Three months ended
December 31, 2021
(thousands of dollars, except where otherwise noted) IFRS basis Equity-accounted investments RioCan’s proportionate share IFRS basis Equity-accounted investments RioCan’s proportionate share
NOI (i) $ 166,062   $ 5,872 $ 171,934   $ 165,798   $ 5,672 $ 171,470  
Adjust the following:            
Miscellaneous revenue   (802 )   —   (802 )   (540 )   —   (540 )
Percentage rent   (3,234 )   —   (3,234 )   (2,562 )   —   (2,562 )
Lease cancellation fees   (391 )   —   (391 )   (394 )   —   (394 )
Normalized NOI – total portfolio $ 161,635   $ 5,872 $ 167,507   $ 162,302   $ 5,672 $ 167,974  
Annual Normalized NOI – total portfolio(ii) $ 646,540   $ 23,488 $ 670,028   $ 649,208   $ 22,688 $ 671,896  
             
NOI from unencumbered assets $ 94,957   $ 860 $ 95,817   $ 110,517   $ 860 $ 111,377  
Adjust the following for Unencumbered Assets:            
Miscellaneous revenue   (518 )   —   (518 )   (253 )   —   (253 )
Percentage rent   (1,430 )   —   (1,430 )   (1,852 )   —   (1,852 )
Lease cancellation fees   (308 )   —   (308 )   (207 )   —   (207 )
Normalized NOI – Unencumbered Assets $ 92,701   $ 860 $ 93,561   $ 108,205   $ 860 $ 109,065  
Annual Normalized NOI – Unencumbered Assets (ii) $ 370,804   $ 3,440 $ 374,244   $ 432,820   $ 3,440 $ 436,260  

(i) Refer to the NOI and Same Property NOI table of this section for reconciliation from NOI to operating income.
(ii) Calculated by multiplying Normalized NOI by a factor of 4.

Forward-Looking Information

This News Release contains forward-looking information within the meaning of applicable Canadian securities laws. This information reflects RioCan’s objectives, our strategies to achieve those objectives, as well as statements with respect to management’s beliefs, estimates and intentions 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 in the “Risks and Uncertainties” section in RioCan’s MD&A for the three months and year ended December 31, 2022 and in our most recent Annual Information Form, which could cause actual events or results to differ materially from the forward-looking information contained in this News Release. 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.

The forward-looking statements contained in this News Release are made as of the date hereof, 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. 

CONTACT: Contact Information
RioCan Real Estate Investment Trust
Dennis Blasutti
Chief Financial Officer
416-866-3033 | www.riocan.com

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