RioCan Real Estate Investment Trust Announces 7.0% Growth in Operating Funds From Operations in the First Quarter of 2016

TORONTO, ONTARIO–(Marketwired – May 4, 2016) – RioCan Real Estate Investment Trust (TSX:REI.UN) –

RioCan’s HIGHLIGHTS for the three months ended March 31, 2016 were:

• RioCan’s Operating Funds From Operations (“Operating FFO”) for the three months ended March 31, 2016 (“First Quarter”) was $148 million or $0.46 per unit compared to $138 million or $0.44 per unit for the first quarter in 2015, representing an increase of $10 million or 7.0%, (4.8% on a per unit basis);
• RioCan’s AFFO payout ratio for the twelve months ended March 31, 2016 improved to 89.2% as compared to 94.5 % for the twelve months ended March 31, 2015;
• RioCan’s concentration of annualized net rental revenue in Canada’s six major markets as at March 31, 2016 increased to 75.0% from 73.6% as at March 31, 2015;
• Committed occupancy improved 160 basis points in Canada, to 94.8% at March 31, 2016 from its lowest point in the prior year of 93.1% at June 30, 2015;
• RioCan continues to make progress backfilling the vacated Target Canada stores. As of the date hereof, RioCan has lease agreements that are either successfully signed, conditional, or are in advanced discussions representing 114% of the former Target base rental revenue;
• In RioCan’s development portfolio, RioCan and its partner Allied Properties REIT began construction at King – Portland Centre, in Toronto, Ontario, and in Calgary, Alberta the Trust RioCan and the residential developer, Embassy BOSA, began construction at Fifth and Third (formerly CPA Lands). RioCan has also made significant progress on its greenfield development projects at East Hills and Sage Hill; and
• During the First Quarter, RioCan renewed 1.0 million square feet in Canada at an average rent increase of $1.05 per square foot, representing an increase of 6.2%.

RioCan Real Estate Investment Trust (“RioCan”) today announced its financial results for the three months ended March 31, 2016.

“We have generated solid growth in Operating Funds from Operations again this quarter, largely from our acquisitions that were completed in 2015. The sale of our U.S. portfolio is continuing to progress towards completion, and we are looking forward to finalizing the sale process so that we can reduce the Trust’s leverage and invest in the Trust’s urban development program,” said Edward Sonshine, Chief Executive Officer of RioCan. “We began construction at two of our major developments in April and will be commencing construction at our Bathurst College Centre in Toronto shortly. In addition we have made great progress towards the backfilling of the vacated Target space and are on track to more than replace the rental revenue generated by Target over time, with net leases and a diverse group of tenants.”

Financial Highlights

All figures in Canadian dollars unless otherwise noted. RioCan’s 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 2016 Management Discussion and Analysis. As a result of the previously announced sale of its U.S. operations, RioCan has reclassified the assets and liabilities associated with this U.S. disposal group to “held for sale” at March 31, 2016 and we are reporting our former U.S. geographic segment performance as “discontinued operations” with comparative income statement amounts adjusted to reflect this change, unless otherwise noted.

Net income from continuing operations attributable to unitholders (Canadian Operations)

First Quarter

Net income from continuing operations attributable to unitholders for the first quarter of 2016 is $108 million compared to $45 million during the same period in 2015, representing an increase of $63 million or 140%. Excluding $49 million in fair value adjustments, net income from continuing operations attributable to unitholders for the first quarter of 2016 is $111 million compared to $97 million in 2015, representing an increase of $14 million or 14%.

The increase of $14 million is largely explained by the following:

• $9.8 million contributions from property acquisitions (net of disposals) and, to a lesser extent, from completed redevelopments, partly offset by the following: $3.2 million lower lease cancellation fees, $1.6 million lower Canadian same store performance, $2.3 million lost rent related to Target’s exit from Canada and $1.5 million in lower straight-line rents, resulting in an overall net increase in operating income of $1.3 million;
• $9.9 million in lower debt redemption charges; and
• $2.0 million in reduced corporate and other expenses primarily reflecting $1.5 million in lower transaction costs from reduced property acquisition and disposition activity.

Net income from discontinued operations attributable to unitholders (U.S. Operations)

First Quarter

Income from discontinued operations attributable to unitholders is $39 million this quarter compared to $44 million in 2015. The decrease of $5.1 million was primarily the result of $22.4 million in lower fair value gains, offset in part by a $17.9 million reduction in the tax provision mainly due to the strengthening of the Canadian dollar since December 31, 2015.

During the quarter, we recognized a fair value gain of $21 million, which is largely due to positive valuation adjustments for accrued realty taxes, net of property specific write-downs.

Operating Funds From Operations (includes Continuing and Discontinued Operations)

First Quarter

OFFO for the First Quarter is $148 million compared to $138 million during the same period in 2015, representing an increase of $9.8 million or approximately 7.0%. On a per unit basis, OFFO is $0.46 compared to $0.44, representing an increase of approximately 4.8%.

Continuing Operations

In the First Quarter, OFFO from continuing operations increased $5.9 million compared to Q1 2015, primarily due to higher NOI of $4.1 million as a result of acquisition activity, $0.9 million in higher income from marketable securities and lower interest expense of $0.7 million.

Discontinued Operations

In First Quarter, OFFO from our U.S. discontinued operations increased $3.8 million compared to the first quarter of 2015, primarily driven by higher NOI of $3.5 million, which is partly offset by $0.5 million of lower earnings generated from our equity accounted investments due to the sale of a U.S. property during the third quarter of 2015.

Corporate Developments

U.S. Portfolio Sale

The closing of the sale transaction, which had been expected to be completed before April 30, 2016, but was subject to certain closing conditions, is delayed. This is a result of the time involved in obtaining the consent of various third party lenders required to fulfill one of the principal closing conditions.

The transaction documents contemplate a closing at any time up to the end of August 2016. The sale process continues to progress well and management is confident that the sale will be completed during the second quarter of 2016. RioCan will provide a subsequent update once completed.

Contract Extension for Edward Sonshine

As announced on February 18, 2016, Edward Sonshine, RioCan’s Chief Executive Officer, accepted an amendment to his employment contract, agreeing to a commitment to remain as CEO of the Trust until at least December 2018. As part of this commitment, Mr. Sonshine agrees to use his best efforts to provide the Trust with 12 months’ notice of his interest to resign or retire.

Portfolio Activity

Acquisitions

On March 1, 2016, we completed the acquisition of the remaining 50% interest in Huron Heights at a purchase price of $12.5 million. This remaining 50% interest was acquired from former partner Kimco and is a continuation of the previously disclosed unwind process (the joint venture was substantially unwound in the fourth quarter of 2015). Huron Heights is a 87,000 square foot unenclosed community shopping centre located in London, Ontario. The centre is anchored by Talize and Shoppers Drug Mart, and contains national tenants including Scotiabank, Fit For Less (Goodlife Fitness) and Subway.

During the First Quarter, RioCan completed the acquisition of 85 Bloor Street West, in Toronto, Ontario. The 14,000 square foot retail property in Toronto’s high end shopping area of Bloor Street is currently occupied by COS, a banner of fashion retailer H&M. The property was acquired free and clear of financing at a purchase price of $38 million.

Dispositions

During the quarter ended March 31, 2016, we disposed of interests in three income properties aggregating $57 million, comprised of approximately 190,000 square feet. The Trust’s mortgage obligations related to these properties was $16 million.

Operational Highlights

Canadian Same Store and Same Property NOI

The primary driver for the decline in RioCan’s Canadian same store and same property NOI for the three months ended March 31, 2016 was higher vacancies as a result of the carry over effect of the challenging operating environment encountered in 2015, and co-tenancy rent reductions in the first quarter. Partially offsetting these declines were increases in NOI from new leasing, rental revenue on renewals, and vacated space that has since been backfilled by new tenants.

The key performance indicators related to operating and leasing for the Canadian portfolio over the last eight quarters is as follows:

Highlights

• The Trust renewed 1.0 million square feet in the Canadian portfolio at an average rent increase of $1.05 per square foot, representing an increase of 6.2% while retaining 84.4% of its tenants in the First Quarter.
• 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 75.0% of RioCan’s Canadian annualized rental revenue as at March 31, 2016 (73.6% at March 31, 2015). The increase was driven by RioCan’s acquisition of Kimco share of assets located primarily in these six major markets; and
• The percentage of annualized rental revenue generated by national and anchor tenants in Canada was relatively unchanged at 84.2% of RioCan’s total annualized rental revenue as at March 31, 2016, as compared to 84.1% as at March 31, 2015.

Target Leasing Update

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 $12.4 million or 114% of the total base rental revenue lost through Target’s departure (at RioCan’s proportionate share). There is an additional 0.3 million square feet (0.2 million square feet at RioCan’s interest) that the Trust is currently marketing for lease that is expected to generate additional rental revenue.

The expected total cost of the redevelopment work pertaining to the deals currently included in our backfill progress (see table) is estimated to be approximately $131 million (approximately $102 million at RioCan’s proportionate share). The overall redevelopment costs will evolve as additional tenants are secured, development plans are completed and construction costs finalized.

Development Activities

As at March 31, 2016, RioCan had ownership interests in 16 development projects that represents approximately 6.8 million square feet upon completion (3.7 million square feet at RioCan’s interest). In addition to its development projects, RioCan continued its urban intensification activities, primarily in the Toronto, Ontario and Calgary, Alberta markets. In the First Quarter, RioCan transferred from properties under development to income producing properties $65 million in costs pertaining to 165,000 square feet of completed greenfield development or expansion and redevelopment projects.

Residential Development

RioCan has currently identified 46 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 obtain the appropriate zoning and approval for approximately 18,000 residential units over the course of the next ten years. 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 7 mixed use projects. In total, RioCan has filed rezoning applications for 20 mixed use projects which, if all planning permission requests are granted as applied for, is expected to comprise a total of approximately 12.6 million square feet. This projected space includes 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 incremental commercial gross leasable area. The mix between condominiums (including air rights sales) and rental residential may change over time depending on market conditions. The majority of these properties are located directly on, or in close proximity, to major transit lines such as the existing Toronto Transit Commission’s subway lines or the Eglinton Crosstown 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

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 First Quarter

Credit Facilities

At March 31, 2016, RioCan has five revolving lines of credit in place having an aggregate capacity of approximately $1.2 billion with $618 million available to be drawn. During the First Quarter, we amended the terms of two existing operating lines to temporarily increase the Trust’s borrowing capacity by $300 million to a total of $1.2 billion. The additional operating line capacity was used to fund certain property acquisitions and subsequent to the quarter end fund the redemption of the Cumulative Rate Reset Preferred Trust Units, Series A. We anticipate that the proceeds from the sale of the Trust’s U.S. Operations will be used to repay lines and will repay additional long term debt as part of the RioCan’s strategy to lower leverage.

Term Financing

In Canada, RioCan obtained approximately $27 million fixed-rate mortgage financing during the quarter at an average interest rate of 2.88% and a weighted average term to maturity of 5.5 years. RioCan also obtained $23 million floating rate financing at a weighted average interest rate of 2.37% and a weighted average term to maturity of 4.7 years.

RioCan has reduced its contractual interest rate on its Canadian outstanding debt to 3.60% at March 31, 2016 from 3.65% at December 31, 2015.

Preferred Units

On March 31, 2016 RioCan redeemed all 5 million outstanding units of its Series A Preferred Units at the cash redemption price of $25.00 per Series A Unit, for total redemption proceeds of $125 million.

RioCan’s Interim Consolidated Financial Statements and Management’s Discussion and Analysis for the three months ended March 31, 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 Wednesday, May 4, 2016 at 10:00 a.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 416-340-2218 or 1-866-223-7781. If you cannot participate in the live mode, a replay will be available until June 1, 2016. To access the replay, please dial 905-694-9451 or 1-800-408-3053 and enter passcode 6787586#.

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.

About RioCan

RioCan is Canada’s largest real estate investment trust with a total enterprise value of approximately $16 billion as at March 31, 2016. RioCan owns and manages Canada’s largest portfolio of shopping centres with ownership interests in a portfolio of 303 Canadian retail and mixed use properties, including 16 properties under development, containing an aggregate net leasable area of 46 million square feet. For further information, please refer to RioCan’s website at www.riocan.com.

Non-GAAP Measures

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 (“Operating FFO”), 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, Net Debt to Operating EBITDA, Net 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 uses these measures to better assess the Trust’s underlying performance and provides 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 first quarter 2016 Management Discussion and Analysis.

Forward-Looking Information

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 March 31, 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 and indirect taxes; our U.S. investment and the related purchase and sale agreement entered into for the sale of our U.S. net assets, property management and foreign currency risk; and credit ratings.

The sale of our U.S. portfolio remains subject to certain closing conditions and there are risks and uncertainties with respect to the completion of the transaction on the terms agreed upon, or at all, together with 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, leverage ratios, circumstances, performance or expectations that are not historical facts, including but without limitation, to the intended use of sale proceeds.

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.

RioCan’s U.S. subsidiary qualifies as a REIT for U.S. income tax purposes. The subsidiary expects to distribute all of its U.S. taxable income (if any) to Canada and is entitled to deduct such distributions for U.S. income tax purposes. The subsidiary’s qualification as a REIT depends on the REIT’s satisfaction of certain asset, income, organizational, distribution, unitholder ownership and other requirements on a continuing basis. We anticipate that the subsidiary will continue to qualify as a U.S. REIT until the closing of the sale of our U.S. asset portfolio. Our U.S. subsidiary is subject to a 30% or 35% withholding tax on distributions to Canada. Previously, we expected to flow-out any withholding tax paid to unitholders as foreign tax paid. Based upon the intended sale of our U.S. retail asset portfolio, however, RioCan expects 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 in Canada and the U.S. 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 March 31, 2016 and in “Risks and Uncertainties” in RioCan’s most recent AIF. 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.