RioCan's HIGHLIGHTS for the three and
six months ended June 30, 2017:
RioCan Real Estate Investment Trust (“RioCan”) (TSX:REI.UN) today
announced its financial results for the three and six months ended
June 30, 2017.
"I am very pleased with what we have been able
to accomplish in the first half of 2017. Our Canadian operations
have generated very strong growth in Funds From Operations and our
portfolio is performing well with occupancy levels returning to
near our best of around 97%," said Edward Sonshine Chief Executive
Officer of RioCan. "We are creating substantial value in our
development program, as evidenced by the quality of partners that
we have been able to attract to projects such as Gloucester City
Centre and Sunnybrook Plaza. Our development with Allied Properties
at King and Portland is progressing very well and the office
component is 93% pre-leased. These and other projects currently
well underway will be solid contributors to the continued growth in
Funds From Operations for RioCan."
Financial Highlights
All figures are expressed in Canadian dollars
unless otherwise noted. For further information about RioCan's
results for the three and six months ended June 30, 2017, this
earnings release should be read in conjunction with our unaudited
interim consolidated financial statements ("Consolidated Financial
Statements"), as well as Management's Discussion and Analysis
("MD&A") for the three and six months ended June 30, 2017.
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 “Non-GAAP Measures” in RioCan’s June 30,
2017 Management's Discussion and Analysis. As a result of the sale
of the 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.
Net income from continuing operations
attributable to unitholders
|
Three months ended June 30, |
|
Six months ended June 30, |
(in
millions except percentages and per unit values) |
|
2017 |
|
2016 |
% Change |
|
|
|
2017 |
|
2016 |
% Change |
|
Net
income from continuing operations |
$ |
155.1 |
$ |
142.7 |
8.6 |
% |
|
$ |
318.2 |
$ |
251 |
26.8 |
% |
Net
income per unit from continuing operations attributable to
unitholders – diluted |
$ |
0.47 |
$ |
0.43 |
9.3 |
% |
|
$ |
0.96 |
$ |
0.74 |
29.7 |
% |
Continuing Operations
Net income from continuing operations attributable to
unitholders for the second quarter of 2017 is $155.1 million
compared to $142.7 million during the same period in 2016,
representing a increase of $12.4 million. Excluding $16.5 million
lower fair value gains versus the comparable period, net income
from continuing operations attributable to unitholders for the
second quarter of 2017 is $142.2 million compared to $113.4 million
in 2016, representing an increase of $28.8 million or 25.4%.
The increase of $28.8 million is largely the net
effect of the following:
- $13.8 million of income primarily due to property acquisitions
(net of dispositions), increased same property performance, and
higher straight line rent revenue;
- $10.3 million in gains related to the sale of
available-for-sale marketable securities;
- $3.5 million in lower interest expense primarily due to
interest savings on the refinancing of aggregate debt at lower
effective rates;
- $2.6 million in lower general and administrative expenses
primarily due to mark to market adjustments associated with certain
cash-settled unit-based compensation costs; and
- $2.3 million in higher property management and asset management
fee income and other income, due mainly to a development fee on a
co-ownership development; partly offset by
- $1.8 million in higher transaction and other costs;
- $1.2 million lower inventory income and deferred tax
recoveries; and
- $1.1 million in lower dividend income from available-for-sale
marketable securities.
Net income from continuing operations attributable to
unitholders for the first half of 2017 is $318.2 million compared
to $250.9 million during the same period in 2016, representing an
increase of $67.3 million. Excluding $4.6 million higher fair value
gains versus the comparable period, net income from continuing
operations attributable to unitholders for the six months ended
June 30, 2017 is $287.3 million compared to $224.6 million in 2016,
representing an increase of $62.7 million or 27.9%.
The increase of $62.7 million is largely the net
effect of the following:
- $23.1 million of income primarily due to property acquisitions
(net of dispositions), higher same property performance and
increased straight line rent revenue;
- $21.8 million in gains related to available-for-sale marketable
securities;
- $7.1 million in interest savings due mainly to lower average
debt balances outstanding as a result of debt repayments using
proceeds from the sale of the U.S. portfolio in 2016, and the
refinancing of debt at lower interest rates;
- $5.3 million in higher earnings from our equity accounted
investments, primarily as a result of fair value gains in our
RioCan-HBC joint venture; and
- $5.3 million in lower internal leasing costs and general and
administrative expenses primarily due to mark to market adjustments
of certain cash-settled unit-based compensation costs.
Funds From
Operations ("FFO") |
Three months ended June 30, |
Six months ended June 30, |
(in
millions except percentages and per unit values) |
2017 |
2016 |
% Change |
2017 |
2016 |
% Change |
FFO from continuing
operatiions |
$ |
145.7 |
$ |
116.1 |
25.5 |
% |
$ |
288.7 |
$ |
224.8 |
28.4 |
% |
FFO from
discontinued operations |
$ |
0.9 |
$ |
17.0 |
(94.8 |
%) |
$ |
0.7 |
$ |
50.9 |
(98.6 |
%) |
FFO (i) |
$ |
146.6 |
$ |
133.1 |
10.1 |
% |
$ |
289.4 |
$ |
275.8 |
4.9 |
% |
FFO per
Unit - diluted |
$ |
0.45 |
$ |
0.41 |
9.7 |
% |
$ |
0.88 |
$ |
0.85 |
4.2 |
% |
(i)
A non-GAAP measurement. A reconciliation to net income can be
found under “Results of Operations” in RioCan's Management's
Discussion andAnalysis for the period ending June 30, 2017. |
Q2 2017
FFO for the second quarter of 2017 is $146.6
million compared to $133.1 million representing an increase of
approximately $13.5 million or 10.1%. On a basic per unit basis,
FFO is $0.45 compared to $0.41, representing an increase of
9.6%.
Continuing Operations
FFO from continuing operations increased from
$116.1 million in the second quarter of 2016 to $145.7 million in
the second quarter of 2017, an increase of $29.6 million or 25.5%.
The $29.6 million increase in FFO from continuing operations for
the quarter was primarily due to higher NOI of $13.7 million (at
RioCan’s proportionate share) mainly as a result of acquisitions
net of dispositions and growth in same property NOI, $10.3 million
gains related to the sale of available-for-sale marketable
securities, $3.5 million lower interest costs (at RioCan's
proportionate share), $2.6 million lower general and administrative
expenses mainly resulting from mark to market adjustments for
certain cash-settled unit-based compensation, and $1.7 million
higher fee income and other income, partially offset by $1.1
million in lower dividend income on available-for-sale marketable
securities $1.2 million in other costs associated with transactions
that the Trust decided not to pursue further, and $0.6 million
lower inventory sales net of costs.
FFO for the first half of 2017 is $289.4 million
compared to $275.8 million representing an increase of
approximately $13.6 million or 4.9%. On a basic per unit basis, FFO
is $0.89 compared to $0.85, representing an increase of 4.2%,
despite the sale of the U.S. portfolio in May 2016.
Continuing Operations
FFO from continuing operations increased from
$224.8 million in the first half of 2016 to $288.7 million in the
comparable period in 2017, an increase of $63.8 million or 28.4%.
The $63.8 million increase in FFO from continuing operations for
the period was primarily due to higher NOI of $23.1 million (at
RioCan’s proportionate share) mainly as a result of acquisitions
net of dispositions and growth in same property NOI, $21.8 million
gains related to the sale of available-for-sale marketable
securities, $7.0 million lower interest costs (at RioCan's
proportionate share), $4.8 million lower general and administrative
expenses, $4.3 million Series A preferred unit redemption costs in
Q1 2016, $1.6 million less Series A preferred unit distributions,
$1.3 million higher interest income and $1.0 million higher
property management and asset management fee income, partially
offset by $1.8 million lower dividend income from the sale of
available-for-sale marketable securities and $1.2 million in other
costs associated withtransactions that the Trust decided not to
pursue further.
Operational Performance
Same Property NOI Growth
|
Three months ended June 30, 0217 |
Six months ended June 30, 2017 |
Same
Property Growth |
1.9% |
1.7% |
Refers to
same property NOI growth on a year over year basis. |
Same property NOI increased 1.9% or $3.0 million
in the Second Quarter compared to the same period in 2016.
Approximately $1.6 million of the increase is related to higher
occupancy, renewal rate growth and contractual rent increases and
$1.4 million is due to an increase in NOI from Target backfills and
other expansion and re-development projects completed.
The key performance indicators related to
operating and leasing for the Canadian portfolio over the last
eight quarters are as follows:
|
2017 |
2016 |
2015 |
|
Q2* |
Q1 |
Q4 |
Q3 |
Q2 |
Q1 |
Q4 |
Q3 |
Committed
occupancy |
96.7 |
% |
96.2 |
% |
95.6 |
% |
95.3 |
% |
95.1 |
% |
94.8 |
% |
94.0 |
% |
93.2 |
% |
In-place
occupancy |
95.2 |
% |
94.4 |
% |
93.6 |
% |
93.6 |
% |
92.9 |
% |
92.8 |
% |
93.3 |
% |
92.4 |
% |
Retention rate |
93.9 |
% |
88.6 |
% |
84.0 |
% |
83.1 |
% |
91.6 |
% |
84.4 |
% |
81.4 |
% |
89.8 |
% |
%
increase in average net rent per sq ft |
4.7 |
% |
8.2 |
% |
8.1 |
% |
6.6 |
% |
3.3 |
% |
6.2 |
% |
4.0 |
% |
8.6 |
% |
* The
percentage increase in average net rent per square foot declined in
Q2 versus Q1 2017 as a result of a higher volume of renewals at
fixed rental rates, many of which were completed with anchor
tenants in secondary markets, compared to renewals at market rental
rates. |
Other Operating Statistics
- Renewal rents increased on average 4.7% and RioCan's retention
rate increased from 91.6% in Q2 2016 to 93.9% this quarter. The
lower renewal average net rent increase in Q2 2017 in comparison to
Q1 2017 is primarily due to a higher proportion of renewals with
fixed rates many of which were completed with anchor tenants in
secondary markets compared to renewals at market rental rates.
- We expect to generate $13.0 million of annualized net
incremental IFRS rent once all tenants that have signed leases as
of June 30, 2017 take possession of their space. Approximately
40.3% of the incremental IFRS rent relates to the leasing of former
Target space and leasing of other tenant space in development
projects expected to be completed in the second half of 2017;
and
- Consistent with RioCan’s stated 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 75.2% of RioCan’s annualized
rental revenue as at June 30, 2017 (75.5% at December 31,
2016).
Acquisitions and
Dispositions
Income Producing Property Acquisitions and
Dispositions
During the quarter, we completed the acquisition
of one income property for $16.5 million. During the quarter,
we disposed of one income property (Cambie Street property in
Vancouver, British Columbia) for sale proceeds of $94.2 million at
a capitalization rate of 3.29%.
As at August 3, 2017, RioCan expects to complete
the sale of a portfolio of six chartered bank branches located in
British Columbia at a sale price of $30.3 million, at a
capitalization rate of 3.72%, subject to customary closing
conditions. There is no debt associated with these properties.
Development Property Acquisitions and
Dispositions
We did not acquire any development properties
during the second quarter of 2017. During the quarter, we disposed
of 50% interests in the following two development properties for
gross sale proceeds of $35.2 million.
- Gloucester Residential - On April 21,
2017, RioCan and Killam Apartment REIT announced the creation of a
50/50 Joint Venture to develop a residential community at
Gloucester City Centre in Ottawa, Ontario. The site has zoning
approval for a total of four residential towers containing up to an
aggregate of 840 units. The first phase of the development will be
a 23-storey tower containing approximately 222 units. This leading
edge development will maximize efficiency with the incorporation of
a geothermal energy system for the building’s heating and cooling.
Construction has commenced and occupancy is anticipated in
mid-2019.
- Sunnybrook Plaza - On June 14, 2017, RioCan
completed the sale of a 50% interest in Sunnybrook Plaza to Concert
Properties ("Concert"). RioCan and Concert plan to construct a
16-storey and 11-storey mixed use residential project. Currently,
RioCan and Concert are contemplating that the residential component
will be developed as rental suites.
Development Pipeline
RioCan’s development program is an important
component of its long-term growth strategy and is focused on well-
located urban and suburban properties in the six major markets in
Canada. Often, these are properties that RioCan already owns and
are located directly on, or in proximity, to major transit lines.
RioCan's development program continues to be a significant value
creation driver and will secure diversification and growth for our
future cash flows.
Pipeline Summary
RioCan's overall estimated development pipeline
as at June 30, 2017, represents approximately 24.1 million square
feet of density (at RioCan’s interest). These projects include
commercial space (office and retail), residential rental held for
long-term rental income, condominiums and townhouses for sale, and
density associated with air rights sales. Approximately 3.5 million
square feet of net leaseable area ("NLA") in the estimated
development pipeline is existing NLA which is currently income
producing, therefore the net incremental density included in the
total development pipeline is estimated at 20.6 million square feet
(at RioCan's interest) as of June 30, 2017. Approximately 94.1% or
22.7 million square feet of our overall estimated development
pipeline is residential or mixed-use projects.
A key milestone of the development process and
in creating value for the Trust is the the zoning approval process.
Of the Trust's estimated 24.1 million square feet of development
pipeline (at RioCan's interest) 10.7 million square feet have
zoning approvals, representing approximately 44.6% of total
estimated NLA in the Trust's current estimated development
pipeline. In addition, the Trust has 7.1 million square feet with
zoning applications submitted, representing an additional 29.4% of
the Trust's current development pipeline as of June 30, 2017.
RioCan has categorized its development pipeline
into three primary components: active projects with detailed cost
estimates, active projects with cost estimates in progress, and
future estimated density. As of June 30, 2017, RioCan has active
projects with detailed cost estimates that when complete over the
next six years represent 4.4 million square feet (4.6 million
square feet including Residential Inventory) with total estimated
project costs of $2.2 billion, after projected proceeds from land
and air rights dispositions, of which $1.1 billion of costs have
been incurred to date.
The Trust will continue to fund its development
pipeline through its capital recycling program and strategic
development partnerships.
Completed Developments in 2017
During the Second Quarter, RioCan transferred
$41.8 million in costs to income producing properties pertaining
to232,000 square feet of completed greenfield development and
expansion and redevelopment projects.
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 six months ended June
30, 2017.
|
Rolling 12 months ended |
|
June 30, 2017 |
|
December 31, 2016 |
Interest coverage –
RioCan’s proportionate share (i) |
3.74 |
x |
|
3.36 |
x |
Debt service coverage –
RioCan’s proportionate share (i) |
2.92 |
x |
|
2.61 |
x |
Fixed charge coverage –
RioCan’s proportionate share (i) |
1.12 |
x |
|
1.10 |
x |
Debt to Adjusted EBITDA
– RioCan’s proportionate share (i) |
7.51 |
x |
|
8.10 |
x |
Ratio of total debt to
total assets (RioCan's proportionate share, net of cash and
cash equivalents) |
|
41.5 |
% |
|
|
40.0 |
% |
Unencumbered assets
(millions) |
$7,128 |
|
|
$6,625 |
|
% of NOI generated from
unencumbered assets (ii) |
|
52.6 |
% |
|
|
49.5 |
% |
Unencumbered assets to
unsecured debt |
|
231 |
% |
|
|
240 |
% |
(i) Refer to section Non-GAAP Measures in
RioCan's MD&A for further details and the calculation of
adjusted EBITDA for the respective periods. |
(ii)
Ratio is calculated on a continuing operations basis. |
The interest and debt service coverage ratios calculated at
RioCan's proportionate share for the twelve months ended June 30,
2017 improved compared to December 31, 2016 mainly due to lower
interest and debt service costs as a result of the repayment of
debt using the net proceeds from the U.S. sale and interest savings
from mortgage refinancing, partially offset by a decrease in
adjusted EBITDA mainly in connection with our U.S. property
portfolio disposition.
The fixed charge coverage ratio calculated at
RioCan's proportionate share for the twelve months ended June 30,
2017 improved compared to December 31, 2016 mainly due to lower
total fixed charges (interest cost plus unitholder distributions)
partially offset by the same changes in adjusted EBITDA as
described above.
Debt to adjusted EBITDA at RioCan's
proportionate share has decreased to 7.51x for the twelve months
ended June 30, 2017 mainly as a result of lower average debt
balances outstanding, partially offset by a decrease in adjusted
EBITDA mainly in connection with our U.S. property portfolio
disposition in the second quarter of 2016.
Our leverage ratio at RioCan's proportionate
share increased from 40.0% at December 31, 2016 to 41.5% at June
30, 2017 primarily due to the payment of U.S. taxes that have been
accrued in 2016, relating to the sale of our U.S. portfolio in
2016, as well as redemption of the Trust's Series C preferred trust
units on June 30, 2017. We expect our total debt to total asset
ratio to fluctuate between 38% to approximately 42%. Over the next
12 to 18 months, we expect this ratio to rise toward the higher end
of this range.
The percentage NOI generated from unencumbered
assets has improved from 49.5% to 52.6% as we continued to
unencumber assets during the first half of 2017. The unencumbered
assets to unsecured debt ratio, however, decreased from 240% to
231% this period as the increase in our unsecured debt of $333
million, partially driven by tax payments relating to the U.S.
portfolio sale and redemption of the Trust's Series C
preferred units, outpaced the $503 million increase in unencumbered
assets on a relative basis. Overall, we are still well over
our 200% target.
Selected Financial Information
The following includes financial information
prepared by management in accordance with IFRS and based on the
Trust's Consolidated Financial Statements for the period ended June
30, 2017. This financial information does not contain all
disclosures required by IFRS, and accordingly should be read in
conjunction with the Trust's Consolidated Financial Statements and
MD&A for the period ended June 30, 2017, which is available on
RioCan's website and on SEDAR.
CONSOLIDATED BALANCE SHEETS |
(In
thousands of Canadian dollars, except per unit
amounts) |
(unaudited) |
|
As
at |
June 30, 2017 |
December 31, 2016 |
Assets |
|
|
Investment
properties |
$ |
13,362,936 |
$ |
13,287,038 |
Deferred tax
assets |
|
10,609 |
|
11,609 |
Equity accounted
investments |
|
201,084 |
|
185,278 |
Mortgages and loans
receivable |
|
126,334 |
|
118,017 |
Residential
inventory |
|
57,878 |
|
48,414 |
Assets held for
sale |
|
91,780 |
|
60,530 |
Receivables and other
assets |
|
382,421 |
|
408,508 |
Cash and
cash equivalents |
|
41,642 |
|
54,366 |
Total
assets |
$ |
14,274,684 |
$ |
14,173,760 |
Liabilities |
|
|
Debentures payable |
$ |
2,694,789 |
$ |
2,248,024 |
Mortgages payable |
|
2,611,029 |
|
2,699,935 |
Lines of credit and
other bank loans |
|
597,738 |
|
705,633 |
Accounts
payable and other liabilities |
|
405,973 |
|
510,280 |
Total
liabilities |
$ |
6,309,529 |
$ |
6,163,872 |
Equity |
|
|
Unitholders'
equity: |
|
|
Preferred |
$ |
— |
$ |
144,755 |
Common |
|
7,965,155 |
|
7,865,133 |
Total
equity |
|
7,965,155 |
|
8,009,888 |
Total
liabilities and equity |
$ |
14,274,684 |
$ |
14,173,760 |
CONSOLIDATED STATEMENTS OF INCOME |
(In thousands of Canadian dollars, except per unit
amounts) |
(unaudited) |
|
|
Three
months ended June 30, |
Six months
ended June 30, |
|
|
2017 |
|
2016 |
|
|
2017 |
|
2016 |
|
Revenue |
|
|
|
|
Rental revenue |
$ |
280,862 |
$ |
268,282 |
|
$ |
567,549 |
$ |
543,817 |
|
Property and asset
management fees |
|
4,770 |
|
3,538 |
|
|
7,753 |
|
6,748 |
|
Residential inventory sales |
|
— |
|
3,926 |
|
|
— |
|
9,012 |
|
|
|
285,632 |
|
275,746 |
|
|
575,302 |
|
559,577 |
|
Operating
costs |
|
|
|
|
Rental operating
costs |
|
|
|
|
Recoverable under tenant leases |
|
96,248 |
|
96,796 |
|
|
202,708 |
|
200,941 |
|
Non-recoverable costs |
|
4,340 |
|
4,999 |
|
|
8,637 |
|
9,757 |
|
Residential inventory cost of sales |
|
— |
|
3,328 |
|
|
— |
|
8,290 |
|
|
|
100,588 |
|
105,123 |
|
|
211,345 |
|
218,988 |
|
Operating income |
|
185,044 |
|
170,623 |
|
|
363,957 |
|
340,589 |
|
Other
income |
|
|
|
|
Interest income |
|
1,716 |
|
1,337 |
|
|
4,004 |
|
2,668 |
|
Income from equity
accounted investments |
|
2,389 |
|
2,555 |
|
|
8,609 |
|
3,310 |
|
Fair value gains on
investment properties, net |
|
12,831 |
|
29,286 |
|
|
30,938 |
|
26,343 |
|
Investment and other income |
|
13,707 |
|
3,443 |
|
|
29,084 |
|
6,858 |
|
|
|
30,643 |
|
36,621 |
|
|
72,635 |
|
39,179 |
|
Other
expenses |
|
|
|
|
Interest costs |
|
42,580 |
|
46,076 |
|
|
85,585 |
|
92,703 |
|
General and
administrative |
|
11,294 |
|
13,941 |
|
|
22,225 |
|
27,074 |
|
Internal leasing
costs |
|
2,318 |
|
2,407 |
|
|
4,811 |
|
5,230 |
|
Transaction and other costs |
|
4,428 |
|
2,678 |
|
|
4,780 |
|
4,597 |
|
|
|
60,620 |
|
65,102 |
|
|
117,401 |
|
129,604 |
|
Income before
income taxes |
|
155,067 |
|
142,142 |
|
|
319,191 |
|
250,164 |
|
Deferred
income tax expense (recovery) |
|
— |
|
(600 |
) |
|
1,000 |
|
(850 |
) |
Net income from
continuing operations |
$ |
155,067 |
$ |
142,742 |
|
$ |
318,191 |
$ |
251,014 |
|
Net
income from discontinued operations |
|
1,405 |
|
128,414 |
|
|
2,852 |
|
167,145 |
|
Net income |
$ |
156,472 |
$ |
271,156 |
|
$ |
321,043 |
$ |
418,159 |
|
Net income
attributable to |
|
|
|
|
Unitholders |
$ |
156,472 |
$ |
271,116 |
|
$ |
321,043 |
$ |
418,068 |
|
Non-controlling interests |
|
— |
|
40 |
|
|
— |
|
91 |
|
|
$ |
156,472 |
$ |
271,156 |
|
$ |
321,043 |
$ |
418,159 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per unit -
basic: |
|
|
|
|
|
|
|
|
|
|
From
continuing operations |
$ |
0.47 |
$ |
0.43 |
|
$ |
0.96 |
$ |
0.74 |
|
From discontinued operations |
|
— |
|
0.39 |
|
|
0.01 |
|
0.52 |
|
Net income per unit - basic |
$ |
0.47 |
$ |
0.83 |
|
$ |
0.97 |
$ |
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
Net income per unit -
diluted: |
|
|
|
|
|
|
|
|
|
|
From
continuing operations |
$ |
0.47 |
$ |
0.43 |
|
$ |
0.96 |
$ |
0.74 |
|
From discontinued operations |
|
— |
|
0.39 |
|
|
0.01 |
|
0.51 |
|
Net income per unit - diluted |
$ |
0.47 |
$ |
0.83 |
|
$ |
0.97 |
$ |
1.26 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number
of units (in thousands): |
|
|
|
|
|
|
|
|
|
|
Basic |
|
327,063 |
|
325,364 |
|
|
326,921 |
|
324,459 |
|
Diluted |
|
327,201 |
|
325,811 |
|
|
327,073 |
|
324,733 |
|
CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
(In
thousands of Canadian dollars) |
|
|
|
(unaudited) |
|
|
|
|
|
|
|
|
|
|
Three months ended June 30, |
Six months ended June 30, |
|
2017 |
2016 |
2017 |
2016 |
Operating
activities |
|
|
|
|
Net income from: |
|
|
|
|
Continuing operations |
$ |
155,067 |
|
$ |
142,742 |
|
$ |
318,191 |
|
$ |
251,014 |
|
Discontinued operations |
|
1,405 |
|
|
128,414 |
|
|
2,852 |
|
|
167,145 |
|
Net
income |
|
156,472 |
|
|
271,156 |
|
|
321,043 |
|
|
418,159 |
|
Items
not affecting cash: |
|
|
|
|
Depreciation and amortization |
|
1,250 |
|
|
1,119 |
|
|
2,845 |
|
|
2,224 |
|
Amortization of straight-line rent |
|
(1,999 |
) |
|
(652 |
) |
|
(4,362 |
) |
|
(2,718 |
) |
Unit-based compensation expense |
|
1,600 |
|
|
495 |
|
|
2,079 |
|
|
648 |
|
Income
from equity accounted investments |
|
(2,389 |
) |
|
(2,555 |
) |
|
(8,609 |
) |
|
(3,310 |
) |
Fair
value gains on investment properties, net |
|
(12,831 |
) |
|
(24,985 |
) |
|
(30,938 |
) |
|
(43,242 |
) |
Deferred
income taxes (recovery) |
|
— |
|
|
(214,414) |
|
|
1,000 |
|
|
(231,525 |
) |
Transaction gains (net) on disposition of: |
|
|
|
|
|
|
Available-for-sale securities |
|
(10,280 |
) |
|
— |
|
|
(21,822 |
) |
|
— |
|
Canadian
investment properties |
|
(629 |
) |
|
— |
|
|
(971 |
) |
|
— |
|
U.S.
investment properties |
|
— |
|
|
(65,116 |
) |
|
— |
|
|
(65,116 |
) |
Adjustments for other changes in working capital items |
|
(26,362 |
) |
|
78,992 |
|
|
(176,177 |
) |
|
83,731 |
|
Cash provided by operating
activities |
|
104,832 |
|
|
44,040 |
|
|
84,088 |
|
|
158,851 |
|
Investing activities |
|
|
|
|
Acquisitions of investment property, net of assumed debt |
|
(7,544 |
) |
|
(77,967 |
) |
|
(12,928 |
) |
|
(123,218 |
) |
Construction expenditures on properties under
development |
|
(79,949 |
) |
|
(58,908 |
) |
|
(155,672 |
) |
|
(105,691 |
) |
Capital expenditures on income properties: |
|
|
|
|
Recoverable and non-recoverable costs |
|
(7,727 |
) |
|
(16,078 |
) |
|
(12,327 |
) |
|
(20,881 |
) |
Tenant
improvements and external leasing commissions |
|
(11,932 |
) |
|
(15,174 |
) |
|
(20,865 |
) |
|
(23,042 |
) |
Proceeds
from sale of investment properties |
|
128,218 |
|
|
1,991,612 |
|
|
159,630 |
|
|
2,036,805 |
|
Earn-outs on investment properties |
|
— |
|
|
— |
|
|
(1,309 |
) |
|
— |
|
Contributions to equity accounted investments |
|
(620 |
) |
|
(24,147 |
) |
|
(13,801 |
) |
|
(24,147 |
) |
Distributions received from equity accounted investments |
|
4,823 |
|
|
2,406 |
|
|
7,225 |
|
|
6,500 |
|
Advances
of mortgages and loans receivable |
|
(2,312 |
) |
|
(425 |
) |
|
(4,562 |
) |
|
(980 |
) |
Repayments of mortgages and loans receivable |
|
— |
|
|
13,155 |
|
|
5,129 |
|
|
20,972 |
|
Proceeds
from sale of available-for-sale securities, net of selling
costs |
|
33,190 |
|
|
— |
|
|
75,968 |
|
|
— |
|
Cash provided by investing
activities |
|
56,147 |
|
|
1,814,474 |
|
|
26,488 |
|
|
1,766,318 |
|
Financing activities |
|
|
|
|
Proceeds
from mortgage financing, net of issue costs |
|
85,409 |
|
|
58,373 |
|
|
182,529 |
|
|
109,914 |
|
Repayments of mortgage principal |
|
(63,817 |
) |
|
(1,086,774 |
) |
|
(253,215 |
) |
|
(1,233,817 |
) |
Advances
from bank credit lines, net of issue costs |
|
3,940 |
|
|
100,380 |
|
|
99,471 |
|
|
507,970 |
|
Repayment of bank credit lines |
|
(225,028 |
) |
|
(691,079 |
) |
|
(230,028 |
) |
|
(1,050,297 |
) |
Proceeds
from issuance of debentures, net of issue costs |
|
298,565 |
|
|
— |
|
|
596,948 |
|
|
— |
|
Repayment of unsecured debentures |
|
— |
|
|
— |
|
|
(150,000 |
) |
|
— |
|
Distributions to common trust unitholders, net of distributions
reinvested |
|
(108,779 |
) |
|
(103,895 |
) |
|
(216,711 |
) |
|
(182,322 |
) |
Distributions to preferred trust unitholders |
|
(1,757 |
) |
|
(1,757 |
) |
|
(3,514 |
) |
|
(5,154 |
) |
Distributions paid to non-controlling interests |
|
— |
|
|
(91 |
) |
|
— |
|
|
(91 |
) |
Return
of capital to non-controlling interests |
|
— |
|
|
(782 |
) |
|
— |
|
|
(782 |
) |
Proceeds
received from issuance of common units, net |
|
215 |
|
|
13,582 |
|
|
720 |
|
|
33,418 |
|
Redemption of preferred units |
|
(149,500 |
) |
|
(125,000 |
) |
|
(149,500 |
) |
|
(125,000 |
) |
Cash used in financing
activities |
|
(160,752 |
) |
|
(1,837,043 |
) |
|
(123,300 |
) |
|
(1,946,161 |
) |
Net change in cash and cash
equivalents |
|
227 |
|
|
21,471 |
|
|
(12,724 |
) |
|
(20,992 |
) |
Cash and cash equivalents, beginning of period |
|
41,415 |
|
|
40,855 |
|
|
54,366 |
|
|
83,318 |
|
Cash and cash equivalents, end of
period |
$ |
41,642 |
|
$ |
62,326 |
|
$ |
41,642 |
|
$ |
62,326 |
|
Conference Call and Webcast
Interested parties are invited to participate in
a conference call with management on Friday, August 4, 2017 at 8:30
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
647-427-3230 or 1-877-486-4304. If you cannot participate in the
live mode, a replay will be available. To access the replay, please
dial 1-855-859-2056 and enter passcode 47045117#.
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
$13.9 billion as at June 30, 2017. RioCan owns and manages Canada’s
largest retail focused portfolio with ownership interests in 299
retail and mixed-use properties, including 15 properties under
development, containing an aggregate net leasable area of 45
million square feet. For the past 25 years, we have shaped the
future, sensibly cultivated growth, and taken our stakeholders and
partners wherever they needed to go. Currently, we have more than
6,350 retail tenants and approximately 660 employees with a
presence from coast to coast. We know that there is a home for
every retailer. Whether we find it today or build it for tomorrow,
we deliver real vision, solid ground. For more information, visit
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, RioCan's Proportionate Share,
Funds From Operations (“FFO”), Adjusted Earnings Before Interest,
Taxes, Depreciation and Amortization (“Adjusted EBITDA”), Interest
Coverage Ratio, Debt Service Coverage Ratio, Debt to Adjusted
EBITDA, Net Operating Income ("NOI"), Same Property NOI, Fixed
Charge Coverage, Percentage of NOI Generated from Unencumbered
Assets, Unencumbered Assets to Unsecured Debt, and Total Enterprise
Value, 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
“Non-GAAP Measures” in RioCan’s Management Discussion and Analysis
for the period ending June 30, 2017.
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”, “Operational Performance",
“Acquisitions and Dispositions”, "Development Pipeline Summary",
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 June 30, 2017 ("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; changes in
Ontario's rent control legislation; 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 was subject to a 30% or 35%
withholding tax on distributions of its U.S. taxable income to
Canada. We do not intend to distribute any withholding taxes paid
or payable to our unitholders related to the disposition. Should
RioCan’s U.S. subsidiary no longer qualify as a U.S. REIT for U.S.
tax purposes prior to May 25th, 2016, certain statements contained
in this MD&A may need to be modified.
Other factors, such as general economic
conditions, including interest 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. 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 for the period ended June
30,2017, 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.
Contact Information:
RioCan Real Estate Investment Trust
Qi Tang
Senior Vice President and Chief Financial Officer
416-866-3033
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