AURORA, ON, May 12 /PRNewswire-FirstCall/ - MI Developments
Inc. (TSX: MIM.A, MIM.B; NYSE: MIM) ("MID" or the "Company")
today announced its results for the three-month period ended March
31, 2011. The MID consolidated results for the three-month
periods ended March 31, 2011 and 2010 are summarized below (all
figures are in U.S. dollars):
|
|
|
Three months ended
March 31, |
(in thousands, except per share
figures) |
|
2011 |
|
2010 |
|
|
|
|
|
Revenues(1) |
$ |
44,958 |
$ |
44,543 |
|
|
|
|
|
Income from continuing
operations(1) |
$ |
12,875 |
$ |
15,354 |
Income (loss) from
discontinued operations(1) |
|
10,846 |
|
(225) |
Net income |
$ |
23,721 |
$ |
15,129 |
|
|
|
Diluted earnings (loss) per share
from: |
|
|
|
|
|
- continuing operations |
$ |
0.27 |
$ |
0.33 |
|
- discontinued operations |
|
0.23 |
|
(0.01) |
Diluted earnings per share |
$ |
0.50 |
$ |
0.32 |
|
|
|
|
|
Funds from operations
("FFO")(2) |
$ |
23,510 |
$ |
25,825 |
Diluted FFO
per share (2) |
$ |
0.50 |
$ |
0.55 |
___________________________
(1) As a result of the reorganization
proposal receiving approval in the first quarter of 2011 (please
refer to the section titled "Reorganization Proposal and
Discontinued Operations"), the operating results of the Racing
& Gaming Business, as well as the Company's lands held for
development and a property located in the United States, have been
presented as discontinued operations.
(2) FFO and diluted FFO per share are
measures widely used by analysts and investors in evaluating the
operating performance of real estate companies. However, FFO
does not have a standardized meaning under U.S. GAAP and therefore
may not be comparable to similar measures presented by other
companies. The Company determines FFO using the definition
prescribed in the United States by the National Association of Real
Estate Investment Trusts® ("NAREIT"). For a reconciliation of
FFO to income from continuing operations, please refer to the
section titled "Reconciliation of Funds from Operations to
Income from Continuing Operations".
REORGANIZATION PROPOSAL AND DISCONTINUED
OPERATIONS
On January 31, 2011, the Company entered into
definitive agreements with respect to a reorganization proposal
which contemplates the elimination of MID's dual class share
capital structure through which Mr. Frank Stronach and his family
control MID (the "Stronach Shareholder"). The reorganization
proposal achieves this through: i) the cancellation of 363,414 MID
Class B Shares held by the Stronach Shareholder upon the transfer
to the Stronach Shareholder of the Company's Racing & Gaming
Business including $20.0 million of working capital at January 1,
2011, substantially all of the Company's lands held for development
and associated assets and liabilities, a property located in the
United States, and cash in the amount of $3.8 million per month (or
portions thereof) from February 1, 2011 to the effective date the
reorganization proposal is implemented (expected to be June 30,
2011) plus $2.5 million and ii) the purchase for cancellation by
MID of each of the other 183,999 MID Class B Shares in
consideration for 1.2 MID Class A Subordinate Voting Shares, which
following cancellation of the MID Class B Shares will be renamed
Common Shares.
The proposed reorganization will be implemented
pursuant to a court-approved plan of arrangement (the
"Arrangement") under the Business Corporations Act (Ontario)
and was approved on March 29, 2011 by 98.08% of the votes cast by
holders of MID's Class A Subordinate Voting Shares and Class B
Shares at the annual general and special meeting of
shareholders. On March 31, 2011, the Ontario Superior Court
of Justice issued a final order approving the Arrangement. As
a result, the Arrangement is expected to close on the last day of
the calendar month in which a tax ruling from Canada Revenue Agency
in respect of the transaction is received. The receipt of the tax
ruling is not a condition to closing and if it is not received by
June 30, 2011, the Arrangement will close on June 30, 2011.
The conditions to the closing of the Arrangement, including there
being no material adverse change and the accuracy of certain
representations and warranties made by MID, are described in MID's
Management Information Circular dated February 22, 2011.
As a result of the Arrangement receiving
approval prior to the end of the Company's first quarter, the
financial position and results of operations of the Racing &
Gaming Business, as well as the Company's lands held for
development including associated assets and liabilities and a
property located in the United States, have been presented as
discontinued operations in the unaudited interim consolidated
financial statements. Accordingly, the Company's results of
operations from continuing operations pertain to the Real Estate
Business' income producing properties.
MID CONSOLIDATED FINANCIAL RESULTS
The results of operations of the Company for the
three-month periods ended March 31, 2011 and 2010 include those
from continuing operations (the Real Estate Business' income
producing properties) and discontinued operations (the Racing &
Gaming Business, lands held for development and one property
located in the United States).
Continuing Operations
For the three-month period ended March 31, 2011,
revenues increased by $0.4 million from $44.6 million in the first
quarter of 2010 to $45.0 million in the first quarter of
2011. Rental revenues increased from $43.8 million in
the first quarter of 2010 to $45.0 million in the first quarter of
2011. Interest and other income from Magna Entertainment
Corp. ("MEC") decreased by $0.8 million to nil in the first quarter
of 2011.
Rental revenue increased by $1.2 million in the
first quarter of 2011 primarily due to the additional rent earned
from contractual rent increases, completed projects on-stream and
the effect of changes in foreign currency exchange rates, partially
offset by the negative impact of vacancies, renewals and
re-leasing.
Interest and other income from MEC consists of
interest and fees earned in relation to loan facilities between MID
and MEC and certain of its subsidiaries. These loan
facilities were settled and interest and other income thereon
ceased in the second quarter of 2010 as MEC's Chapter 11 process
concluded following the close of business on April 30, 2010.
The Real Estate Business' income from continuing
operations was $12.9 million in the first quarter of 2011 in
comparison to $15.4 million in the prior year period. The decrease
in income from continuing operations of $2.5 million is primarily
due to increased general and administrative expenses of $2.2
million, foreign exchange losses of $1.1 million and depreciation
and amortization expense of $0.2 million, partially offset with a
decrease in income tax expense of $0.6 million and an increase in
revenues of $0.4 million.
In the first quarter of 2011, general and
administrative expenses increased $2.2 million primarily due to the
increase in advisory and other costs. Advisory and other
costs in the first quarter of 2011 were incurred in connection with
the Arrangement whereas in the first quarter of 2010, advisory and
other costs were incurred primarily due to MID's involvement in the
MEC's Chapter 11 process.
FFO for the first quarter of 2011 decreased $2.3
million from $25.8 million in the prior year period to $23.5
million primarily due to the reduced income from continuing
operations for the reasons noted above.
Discontinued Operations
Income (loss) from discontinued operations
pertains to the results of operations of the Racing & Gaming
Business as well as the lands held for development and a property
located in the United States that are expected to be transferred to
the Stronach Shareholder pursuant to the Arrangement. Income
from discontinued operations increased $11.1 million from a loss of
$0.2 million in the first quarter of 2010 to income of $10.8
million in the first quarter of 2011. During the first
quarter of 2011, income from discontinued operations includes $11.3
million of income from the Racing & Gaming Business partially
offset by a loss of $0.4 million from the lands held for
development. The loss from discontinued operations for the
three-month period ending March 31, 2010 was $0.2 million and was
from the lands held for development. There are no comparative
results for the Racing & Gaming Business in the first quarter
of 2010 as the Company acquired the Racing & Gaming Business on
April 30, 2010.
The results of the Racing & Gaming Business
experience significant quarterly fluctuations depending on when
live races are held at its racetracks. Historically, the
first quarter of the year is the most profitable as this is when
live racing is held at Gulfstream Park in Florida and Santa Anita
Park in California.
Net Income
Net income of $23.7 million for the first
quarter of 2011 increased by $8.6 million from net income of $15.1
million in the prior year period. The $8.6 million increase
is primarily due to the increases in income from discontinued
operations of $11.1 million offset by the decrease in income from
continuing operations of $2.5 million for the reasons discussed
above.
A more detailed discussion of MID's consolidated
financial results for the three-month period ended March 31, 2011
is contained in Management's Discussion and Analysis of Results of
Operations and Financial Position and the unaudited interim
consolidated financial statements and notes thereto, which are
available through the internet on Canadian Securities
Administrators' Systems for Electronic Document Analysis and
Retrieval (SEDAR) and can be accessed at www.sedar.com and on the
United States Securities and Exchange Commission's Electronic Data
Gathering, Analysis and Retrieval System (EDGAR) which can be
accessed at www.sec.gov.
RECONCILIATION OF FUNDS
FROM OPERATIONS TO INCOME FROM CONTINUING OPERATIONS |
|
|
Three
months ended
March 31, |
(in thousands, except per share
information) |
|
2011 |
|
2010 |
|
|
|
|
|
Income from continuing operations |
$ |
12,875 |
$ |
15,354 |
Add back depreciation and
amortization |
|
10,635 |
|
10,471 |
Funds from operations |
$ |
23,510 |
$ |
25,825 |
|
|
|
|
|
Basic and diluted funds from
operations per share |
$ |
0.50 |
$ |
0.55 |
|
|
|
|
|
Basic number of shares
outstanding |
|
46,708 |
|
46,708 |
Diluted number of shares
outstanding |
|
46,947 |
|
46,708 |
DIVIDENDS
MID's Board of Directors has declared a dividend
of $0.10 per share on MID's Class A Subordinate Voting Shares and
Class B Shares for the first quarter ended March 31, 2011.
The dividend is payable on or about June 15, 2011 to shareholders
of record at the close of business on May 27, 2011.
Unless indicated otherwise, MID has designated
the entire amount of all past and future taxable dividends paid
since January 1, 2006 to be an "eligible dividend" for purposes of
the Income Tax Act (Canada), as amended from time to time.
Please contact your tax advisor if you have any questions with
regard to the designation of eligible dividends.
ABOUT MID
MID is a real estate operating company engaged
primarily in the acquisition, development, construction, leasing,
management and ownership of a predominantly industrial rental
portfolio leased primarily to Magna International Inc. and its
automotive operating units in North America and Europe. MID also
acquired land for mixed-use and residential projects. Additionally,
MID is engaged in racing and gaming operations and owns and
operates four thoroughbred racetracks located in the U.S., as well
as the simulcast wagering venues at these tracks. Pursuant to the
Arrangement, as noted above under the heading "Reorganization
Proposal and Discontinued Operations", the racing and gaming
operations as well as lands held for development and a property
located in the United States are expected to be transferred to the
Stronach Shareholder.
OTHER INFORMATION
For further information about MID, please see
our website at www.midevelopments.com. Copies of financial
data and other publicly filed documents are available through the
internet on Canadian Securities Administrators' Systems for
Electronic Document Analysis and Retrieval (SEDAR) which can be
accessed at www.sedar.com and on the United States Securities and
Exchange Commission's Electronic Data Gathering, Analysis and
Retrieval System (EDGAR) which can be accessed at www.sec.gov.
FORWARD-LOOKING STATEMENTS
This press release may contain statements that,
to the extent they are not recitations of historical fact,
constitute "forward-looking statements" within the meaning of
applicable securities legislation, including the United States
Securities Act of 1933 and the United States Securities Exchange
Act of 1934. Forward-looking statements may include, among
others, statements regarding the Company's future plans, goals,
strategies, intentions, beliefs, estimates, costs, objectives,
economic performance or expectations, or the assumptions underlying
any of the foregoing. Words such as "may", "would", "could",
"will", "likely", "expect", "anticipate", "believe", "intend",
"plan", "forecast", "project", "estimate" and similar expressions
are used to identify forward-looking statements.
Forward-looking statements should not be read as guarantees of
future events, performance or results and will not necessarily be
accurate indications of whether or the times at or by which such
future performance will be achieved. Undue reliance should
not be placed on such statements. Forward-looking statements
are based on information available at the time and/or management's
good faith assumptions and analyses made in light of our perception
of historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
in the circumstances, and are subject to known and unknown risks,
uncertainties and other unpredictable factors, many of which are
beyond the Company's control, that could cause actual events or
results to differ materially from such forward-looking
statements. Important factors that could cause such
differences include, but are not limited to, the risks set forth in
the "Risk Factors" section in the Company's Annual Information Form
for 2010, filed on SEDAR at www.sedar.com and attached as Exhibit 1
to the Company's Annual Report on Form 40-F for the year ended
December 31, 2010, which investors are strongly advised to review.
The "Risk Factors" section also contains information about the
material factors or assumptions underlying such forward-looking
statements. Forward-looking statements speak only as
of the date the statements were made and unless otherwise required
by applicable securities laws, the Company expressly disclaims any
intention and undertakes no obligation to update or revise any
forward-looking statements contained in this press release to
reflect subsequent information, events or circumstances or
otherwise.
SOURCE MI Developments Inc.