- Positive revenue growth and same property NOI growth in Q3
2023 and YTD 2023
- Secured a new C$140 million
term loan to extend maturities
- In process for extending of the maturity date of series G
Convertible debt
- Northwest recognized as a leader in 2023 GRESB ESG Real
Estate Assessment
TORONTO, Nov. 8, 2023
/CNW/ - Northwest Healthcare Properties Real Estate Investment
Trust (the "REIT" or "Northwest") (TSX: NWH.UN), an
owner, asset manager and developer of healthcare real estate, today
announced results for the period ending September 30, 2023 ("Q3 2023"). The REIT
also provided updates on recent capital management initiatives, and
shared results of the 2023 GRESB ESG Real Estate Assessment.
Craig Mitchell, Northwest's CEO
comments: "While a Strategic Review is underway, management and the
Board have taken key actions in the near term to strengthen the
balance sheet and the business."
"The REIT will eliminate all 2023 debt maturities, and over 60%
of its 2024 debt maturities. We are also seeking approval from our
debentureholders to amend and extend the Series G debentures. We
are working to divest our remaining investment units in Australian
Unity Healthcare Fund ("AUHPT"). To date we have completed
investment and non-core asset sales that have generated gross
proceeds of $235.1 million, with
additional non-core assets being under contract. We remain
committed to building on our position as a healthcare real estate
leader, focused on creating value for our many
stakeholders."
Strengthening the Balance
Sheet
Since August 2023, Northwest has
pursued a strategy to strengthen the balance sheet by reducing its
monthly distributions and extending its maturity profile to create
stability through 2024. To date the REIT has been successful
in refinancing and extending corporate debt obligations. With the
completion of the convertible debt maturity date extension
anticipated for later this month, the REIT will have
eliminated corporate debt facilities maturing before November of
2024. As previously communicated to the market, the REIT is
also undertaking non-core assets sales to de-lever the balance
sheet.
Actions taken:
- Secured a new term loan of C$140
million, with an April 2025
maturity.
- Launched the process of amending and extending its C$125 million ("Series G") convertible
debentures due on December 31, 2023,
to March 31, 2025. See announcement
of October 16, 2023 for details.
- Refinanced its largest debt facility maturing in 2024, which
comprises the A$269 million
(C$235 million) JV portfolio debt
facilities, extending the maturity date from June 2024 to December
2025.
- To-date completed sales or have under contract $181 million gross non-core property asset.
- To-date completed $110 million in
sales of its investment in AUHPT.
Q3 2023 Financial and Operational
Highlights:
For the three and nine months ended September 30, 2023, revenue increased by 5.1% and
15.3%, respectively. Net income (loss) for the three and nine
months ended September 30, 2023,
decreased by $116.4 million and
$553.0 million, respectively,
primarily as result of fair value losses on investment properties
from changes in valuation parameters.
Operationally, the REIT's high-quality and defensive healthcare
real estate portfolio delivered strong results including 3.7% same
property net operating income ("SPNOI") growth (see Exhibit
3) on a year over year basis.
The REIT's portfolio occupancy of 96% is supported by a weighted
average lease expiry of 13.2 years and 82.9% of leases are subject
to inflation indexation. With a portfolio comprising more than
2,000 tenants, the REIT's cash flow is highly diversified across
its 229 properties.
Adjusted Funds From Operations (AFFO) (1) per unit
decreased from $0.15 in Q3 2022 to
$0.13 in Q3 2023 as result of
increased interest expense.
Q3 2023 Highlights:
- Q3 2023 revenue of $122.2 million
up 5.1% year-over-year;
- Q3 2023 net loss attributable to unitholders of $81.3 million as result of fair value loss on
investment properties.
- Q3 2023 SPNOI increased by 3.7% on a year-over-year basis,
driven primarily by annual rent indexation (see Exhibit 3);
- Strong portfolio occupancy of 96% consistent with last
quarter;
- Q3 2023 AFFO of $0.13 per unit,
down from $0.15 per unit on a
year-over-year basis (see Exhibit 2);
- Weighted average lease expiry of 13.2 years is underpinned by
healthcare infrastructure;
- Total assets under management ("AUM") decreased by 5.3% on a
year–over-year basis to $10.0 billion
due to combination of non-core asset sales and property
valuations.
- Net asset value ("NAV") per unit decreased by 4.7% to
$11.96 in Q3 2023 (see Exhibit 4)
compared to June 30, 2023. The
decrease is predominantly due to cap rate expansion to 5.75%.
- Total capital deployed in fee bearing vehicles is $5.7 billion, a decrease of 1.7% year-over-year
as result of fluctuation in foreign exchange rates and;
- Consolidated Debt to Gross Book Value Including Convertible
Debentures of 51.6%, an increased of 80 bps on a
quarter-over-quarter basis.
Monthly Distribution
On September 22, 2023, the REIT
announced a reduction in the REIT's monthly distribution to
unitholders from $0.06667 per unit to
$0.03 per unit. The distribution
reduction is expected to provide the REIT with financial
flexibility to continue advancing its short and long-term
objectives while exploring strategic alternatives, with maximizing
unitholder value being the principal objective.
The REIT announced a distribution of $0.03 per REIT unit to unitholders of record on
September 29, 2023, and paid on
October 16, 2023.
(1) These are not
measures recognized under IFRS and do not have standardized
meanings prescribed by IFRS. Further, the REIT's definitions of
AFFO and FFO differ from those used by other similar real estate
investment trusts, as well from the definitions recommended by
REALpac. See "Non-IFRS Financial Measures" the REIT's Q3 2023
MD&A.
|
2023 ESG Global
Ranking
In 2023, the REIT and Vital Healthcare Property Trust
("Vital") (which is managed by Northwest) participated in
the GRESB Real Estate Assessment for the third year running. GRESB,
the global Environmental, Social and Governance (ESG) benchmark for
assessing real estate and infrastructure investments, collectively
representing USD 8.8 trillion in
gross asset value ("GAV").
Northwest and Vital were GRESB Sector Leaders in the following
categories:
- Global Listed Sector Leader, Healthcare Standing
Investments
-
- (Vital and Northwest came in 1st and 2nd place
respectively)
- Global Listed Sector Leader, Healthcare Development
-
- (Vital and Northwest came in 1st and 2nd place
respectively)
- Global Sector Leader, Healthcare Development
-
- (Vital and Northwest came in 1st and 3rd place
respectively)
These results for the REIT and Vital demonstrate Northwest's
commitment to ESG best practices. Not only is this the "right and
responsible" thing to do, but this in time will also represent a
key component of Northwest's value and its associated cost of
capital.
Q3 2023 Conference Call
A conference call will be held on November 8, 2023, at 10:00 AM
(ET). Participating on the call will be members of the REIT's
senior management team.
Investors are invited to instantly join the conference call by
phone by using the following URL to register and be connected into
the conference call
automatically: https://emportal.ink/3FlUUZa.
- Investors may also access the call by dialing
416-764-8609 or 1 (888) 390-0605. The conference ID
is 16291139#.
- An audio replay of this call will be made available from
November 8, 2023, through
November 15, 2023, by dialing
416-764-8677 or 1 (888) 390-0541.
- The conference replay entry code is 291139#.
Non-IFRS Financial
Measures
Some financial measures used in this press release, such as
SPNOI, Constant Currency SPNOI, FFO, FFO per Unit, AFFO, AFFO per
Unit, NAV, NAV per Unit, portfolio occupancy and weighted average
lease expiry, are used by the real estate industry to measure and
compare the operating performance of real estate companies, but
they do not have any standardized meaning prescribed by IFRS.
These non-IFRS financial measures and non–IFRS ratios should not
be construed as alternatives to financial measures calculated in
accordance with IFRS. The REIT's method of calculating these
measures and ratios may differ from the methods of other real
estate investment trusts or other issuers, and accordingly may not
be comparable. Further, the REIT's definitions of FFO and AFFO
differ from the definitions recommended by REALpac. These non- IFRS
measures are more fully defined and discussed in the exhibits to
this news release and in the REIT's Management's Discussion and
Analysis ("MD&A") for the three months ended September 30, 2023, in the "Performance
Measurement" and "Results from Operations" sections. The MD&A
is available on the SEDAR+ website at www.sedarplus.ca.
Forward-Looking
Statements
This press release may contain forward-looking statements with
respect to the REIT, its operations, strategy, financial
performance and condition. These statements generally can be
identified by use of forward-looking words such as "may", "will",
"expect", "estimate", "anticipate", "intends", "believe",
"normalized", "contracted", or "continue" or the negative thereof
or similar variations. Examples of such statements in this press
release may include statements concerning the REIT's position as a
leading healthcare real estate asset manager globally, balance
sheet optimization and strengthening plans, the REIT's non-core
asset sale program and potential acquisitions, dispositions and
other transactions, including plans to amend and extend the Series
G debentures and sell the REIT's remaining investment units in
AUHPT. The REIT's actual results and performance discussed herein
could differ materially from those expressed or implied by such
statements. The forward-looking statements contained in this press
release are based on numerous assumptions which may prove
incorrect, and which could cause actual results or events to differ
materially from the forward-looking statements. Such assumptions
include, but are not limited to (i) assumptions relating to
completion of anticipated acquisitions, dispositions, financings,
refinancings, deleveraging and other transactions (some of which
remain subject to completing documentation) on terms disclosed;
(ii) the REIT's properties continuing to perform as they have
recently, (iii) the REIT successfully integrating past and future
acquisitions, including the realization of synergies in connection
therewith; (iv) various general economic and market factors,
including exchange rates remaining constant, local real estate
conditions remaining strong, interest rates remaining at current
levels, the impacts of COVID-19 on the REIT's business ameliorating
or remaining stable; and (vii) the availability of equity and debt
financing to the REIT. Such forward-looking statements are
qualified in their entirety by the inherent risks and uncertainties
surrounding future expectations, including that the transactions
contemplated herein are completed. Important factors that could
cause actual results to differ materially from expectations
include, among other things, general economic and market factors,
competition, changes in government regulations and the factors
described under "Risks and Uncertainties" in the REIT's Annual
Information Form and the risks and uncertainties set out in the
MD&A which are available on www.sedar.com. These cautionary
statements qualify all forward-looking statements attributable to
the REIT and persons acting on its behalf. Unless otherwise stated,
all forward-looking statements speak only as of the date of this
press release, and, except as expressly required by applicable law,
the REIT assumes no obligation to update such statements.
Appendix
Please find the follow financial tables including a
reconciliation of Non-GAAP Financial Measures to our IFRS
measures.
- Table: Condensed Consolidated Interim Statements of Income
(Loss) and Comprehensive Income (Loss)
- Exhibit 1: Funds from Operations
- Exhibit 2: Adjusted Funds from Operations
- Exhibit 3: Constant Currency Same Property NOI
- Exhibit 4: Net Asset Value ('NAV') per Unit
- Exhibit 5: Property Management Fees
NORTHWEST HEALTHCARE
PROPERTIES REAL ESTATE INVESTMENT TRUST
|
Condensed
Consolidated Interim Statements of Income (Loss) and Comprehensive
Income (Loss)
|
(in thousands of
Canadian dollars)
|
|
|
|
|
Unaudited
|
|
|
|
|
|
For the three months
ended September
30,
|
For the nine months
ended
September 30,
|
|
2023
|
2022
|
2023
|
2022
|
|
|
|
|
|
Net Property
Operating Income
|
|
|
|
|
Revenue from
investment properties
|
$
122,182
|
$
116,293
|
$
384,010
|
$
333,119
|
Property operating
costs
|
27,085
|
26,746
|
95,471
|
77,622
|
|
95,097
|
89,547
|
288,539
|
255,497
|
|
|
|
|
|
Other
Income
|
|
|
|
|
Interest and
other
|
7,882
|
3,827
|
15,963
|
9,841
|
Development
revenue
|
—
|
—
|
—
|
3,746
|
Management
fees
|
3,660
|
(3,231)
|
11,139
|
15,459
|
Share of profit (loss)
of equity accounted investments
|
1,966
|
3,050
|
(19,917)
|
22,565
|
|
13,508
|
3,646
|
7,185
|
51,611
|
|
|
|
|
|
Expenses and
other
|
|
|
|
|
Mortgage and loan
interest expense
|
58,715
|
40,864
|
167,550
|
98,775
|
General and
administrative expenses
|
16,664
|
12,421
|
45,235
|
35,560
|
Transaction
costs
|
11,255
|
3,740
|
34,688
|
15,858
|
Development
costs
|
—
|
—
|
—
|
3,430
|
Foreign exchange
(gain) loss
|
2,521
|
3,822
|
(7,487)
|
(777)
|
|
89,155
|
60,847
|
239,986
|
152,846
|
|
|
|
|
|
Income before
finance costs, fair value
adjustments, and net gain (loss) on financial
instruments
|
19,450
|
32,346
|
55,738
|
154,262
|
Finance
costs
|
|
|
|
|
Amortization of
financing costs
|
(2,686)
|
(2,857)
|
(8,649)
|
(7,824)
|
Amortization of
mark-to-market adjustment
|
—
|
300
|
—
|
719
|
Class B exchangeable
unit distributions
|
(342)
|
(342)
|
(1,026)
|
(1,026)
|
Fair value adjustment
of Class B exchangeable units
|
2,052
|
2,497
|
7,558
|
5,455
|
Accretion of financial
liabilities
|
(814)
|
(2,003)
|
(6,602)
|
(12,049)
|
Fair value adjustment
of convertible debentures
|
12,613
|
5,167
|
26,792
|
14,892
|
Convertible debenture
issuance costs
|
(91)
|
(7,048)
|
(4,601)
|
(7,048)
|
Net gain (loss) on
financial instruments
|
(6,585)
|
10,468
|
14,204
|
59,901
|
Fair value adjustment
of investment properties
|
(122,204)
|
(14,743)
|
(414,189)
|
118,424
|
Fair value adjustment
of deferred unit plan liability
|
2,692
|
3,239
|
12,275
|
6,855
|
|
|
|
|
|
Income before taxes
from continuing operations
|
(95,915)
|
27,024
|
(318,500)
|
332,561
|
|
|
|
|
|
Current tax
expense
|
11,049
|
2,813
|
22,515
|
17,240
|
Deferred tax expense
(recovery)
|
(11,694)
|
3,129
|
(49,179)
|
54,175
|
Income tax expense
(recovery)
|
(645)
|
5,942
|
(26,664)
|
71,415
|
|
|
|
|
|
Total net
income
|
$
(95,270)
|
$
21,082
|
$
(291,836)
|
$
261,146
|
|
|
|
|
|
Net income
attributable to:
|
|
|
|
|
Unitholders
|
$
(81,276)
|
$
6,611
|
$
(210,855)
|
$
164,490
|
Non-controlling
interests
|
(13,994)
|
14,471
|
(80,981)
|
96,656
|
|
$
(95,270)
|
$
21,082
|
$
(291,836)
|
$
261,146
|
Exhibit 1 – Funds From Operations
Reconciliation
FFO is a supplemental non-IFRS industry wide financial measure
of a REIT's operating performance. The REIT calculates FFO based on
certain adjustments to net income (computed in accordance with
IFRS) as detailed below. FFO is more fully defined and discussed in
the REIT's MD&A (see "Performance Measurement" and
"Funds From Operations").
FUNDS FROM
OPERATIONS RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
|
|
Expressed in thousands
of Canadian dollars,
except per unit amounts
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
2023
|
|
2022
|
|
Variance
|
|
2023
|
|
2022
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to
unitholders
|
$
(81,276)
|
|
$
6,611
|
|
$
(87,887)
|
|
$
(210,855)
|
|
$
164,490
|
|
$ (375,345)
|
Add /
(Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
(i) Fair market value
losses (gains)
|
122,458
|
|
(6,628)
|
|
129,086
|
|
379,579
|
|
(205,527)
|
|
585,106
|
Less: Non-controlling
interests' share
of fair market value losses (gains)
|
(23,153)
|
|
8,814
|
|
(31,967)
|
|
(105,715)
|
|
95,515
|
|
(201,230)
|
(ii) Finance cost -
Exchangeable Unit
distributions
|
342
|
|
342
|
|
—
|
|
1,026
|
|
1,026
|
|
—
|
(iii) Revaluation of
financial liabilities
|
814
|
|
2,003
|
|
(1,189)
|
|
6,602
|
|
12,049
|
|
(5,447)
|
(iv) Unrealized
foreign exchange loss
(gain)
|
2,689
|
|
3,653
|
|
(964)
|
|
(6,457)
|
|
1,268
|
|
(7,725)
|
Less: Non-controlling
interests' share of
unrealized foreign exchange loss (gain)
|
283
|
|
(8)
|
|
291
|
|
97
|
|
(180)
|
|
277
|
(v) Deferred
taxes
|
(11,694)
|
|
3,129
|
|
(14,823)
|
|
(49,179)
|
|
54,175
|
|
(103,354)
|
Less: Non-controlling
interests' share
of deferred taxes
|
5,786
|
|
(2,009)
|
|
7,795
|
|
7,645
|
|
(18,881)
|
|
26,526
|
(vi) Transaction
costs
|
16,497
|
|
3,740
|
|
12,757
|
|
40,143
|
|
16,061
|
|
24,082
|
Less: Non-controlling
interests' share
of transaction costs
|
(4,506)
|
|
719
|
|
(5,225)
|
|
(5,207)
|
|
981
|
|
(6,188)
|
(vii) Convertible
Debenture issuance costs
|
91
|
|
7,048
|
|
(6,957)
|
|
4,601
|
|
7,048
|
|
(2,447)
|
(vii) Net adjustments
for equity
accounted investments
|
105
|
|
1,054
|
|
(949)
|
|
28,043
|
|
(7,447)
|
|
35,490
|
(viii) Internal
leasing costs
|
510
|
|
538
|
|
(28)
|
|
1,470
|
|
1,988
|
|
(518)
|
* Property taxes
accounted for under
IFRIC 21
|
174
|
|
—
|
|
174
|
|
846
|
|
—
|
|
846
|
(xi) Net adjustment
for lease amortization
|
(91)
|
|
97
|
|
(188)
|
|
(257)
|
|
(45)
|
|
(212)
|
(xii) Other FFO
adjustments
|
4,530
|
|
8,073
|
|
(3,543)
|
|
12,235
|
|
8,073
|
|
4,162
|
Funds From
Operations ("FFO") (1)
|
$
33,559
|
|
$
37,176
|
|
$
(3,617)
|
|
$
104,617
|
|
$
130,594
|
|
$
(25,977)
|
FFO per Unit -
Basic
|
$
0.14
|
|
$
0.15
|
|
$
(0.01)
|
|
$
0.43
|
|
$
0.55
|
|
$
(0.12)
|
FFO per Unit - fully
diluted (3)
|
$
0.14
|
|
$
0.15
|
|
$
(0.01)
|
|
$
0.43
|
|
$
0.55
|
|
$
(0.12)
|
Adjusted weighted
average units
outstanding (2)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
244,782,614
|
|
241,119,245
|
|
3,663,369
|
|
243,903,682
|
|
235,769,760
|
|
8,133,922
|
Diluted
(3)
|
246,594,988
|
|
244,488,605
|
|
2,106,383
|
|
245,770,444
|
|
238,645,590
|
|
7,124,854
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
(1)
|
Other FFO adjustments
include items that, in management's view, are not reflective of
recurring earnings from core operations. For the nine months
ended September 30, 2023, other FFO adjustments included (a) $7.8
million financing costs incurred with respect to an investment in
unlisted securities, (b) $1.8 million of corporate G&A expenses
related to the strategic philanthropic initiatives, including $1.1
million payable in 10 years and (c) $2.7 million of corporate
financing costs related to short-term financing arrangement to fund
property acquisition activity that are not reflective of long-term
financing costs.
|
(2)
|
FFO is not a measure
recognized under IFRS and does not have standardized meanings
prescribed by IFRS. See Performance Measurements
section in the REIT's MD&A.
|
(3)
|
Under IFRS the
REIT's Class B LP Units are treated as a financial liability rather
than equity. The REIT has chosen to present an adjusted basic and
diluted per unit measure that includes the Class B LP Units in
basic and diluted units outstanding/weighted average units
outstanding. There were 1,710,000 Class B LP Units outstanding as
at September 30, 2023, and 1,710,000 outstanding as at
September 30, 2022.
|
(4)
|
Diluted units include
vested but unissued deferred trust units and the conversion of
the REIT's Convertible Debentures that would have a dilutive
effect upon conversion at the holders' contractual conversion
price. Convertible Debentures are dilutive if the interest (net of
tax and other changes in income or expense) per unit obtainable on
conversion is less than the basic per unit measure.
|
Exhibit 2 – Adjusted Funds From
Operations Reconciliation
AFFO is a supplemental non-IFRS financial measure of a REIT's
operating performance and is intended to reflect a stabilized
business environment. The REIT calculates AFFO as FFO, plus/minus
certain adjustments as detailed below. AFFO is more fully defined
and discussed in the REIT's MD&A (see "Performance
Measurement" and "Adjusted Funds From Operations").
ADJUSTED FUNDS FROM
OPERATIONS
|
|
|
|
|
|
|
|
|
|
|
|
|
Expressed in thousands
of Canadian dollars,
except per unit amounts
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
2023
|
|
2022
|
|
Variance
|
|
2023
|
|
2022
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO
(1)
|
$
33,559
|
|
$
37,176
|
|
$
(3,617)
|
|
$
104,617
|
|
$
130,594
|
|
$ (25,977)
|
|
|
|
|
|
|
|
|
|
|
|
|
Add /
(Deduct):
|
|
|
|
|
|
|
|
|
|
|
|
(i) Amortization of
marked to market
adjustment
|
—
|
|
(300)
|
|
300
|
|
—
|
|
(719)
|
|
719
|
(ii) Amortization of
transactional deferred
financing charges
|
1,465
|
|
1,868
|
|
(403)
|
|
5,258
|
|
4,842
|
|
416
|
(iii) Straight-line
revenue
|
(1,131)
|
|
(401)
|
|
(730)
|
|
(687)
|
|
(165)
|
|
(522)
|
Less:
non-controlling interests' share of
straight-line revenue
|
432
|
|
(483)
|
|
915
|
|
(1,487)
|
|
(1,423)
|
|
(64)
|
(iv) Leasing costs and
non-recoverable
maintenance capital expenditures
|
(3,365)
|
|
(2,923)
|
|
(442)
|
|
(10,354)
|
|
(8,997)
|
|
(1,357)
|
Less:
non-controlling interests' share of
actual capex and leasing costs
|
74
|
|
29
|
|
45
|
|
379
|
|
313
|
|
66
|
(v) DUP Compensation
Expense
|
1,883
|
|
2,023
|
|
(140)
|
|
7,380
|
|
7,228
|
|
152
|
(vi) Net adjustments
for equity accounted
investments
|
(38)
|
|
(29)
|
|
(9)
|
|
(184)
|
|
(449)
|
|
265
|
Adjusted Funds From
Operations ("AFFO") (1)
|
$
32,879
|
|
$
36,960
|
|
$
(4,081)
|
|
$
104,922
|
|
$
131,224
|
|
$ (26,302)
|
|
|
|
|
|
|
|
|
|
|
|
|
AFFO per Unit -
Basic
|
$
0.13
|
|
$
0.15
|
|
$
(0.02)
|
|
$
0.43
|
|
$
0.56
|
|
$
(0.13)
|
AFFO per Unit - fully
diluted (3)
|
$
0.13
|
|
$
0.15
|
|
$
(0.02)
|
|
$
0.43
|
|
$
0.55
|
|
$
(0.12)
|
Distributions per Unit
- Basic
|
$
0.16
|
|
$
0.20
|
|
$
(0.04)
|
|
$
0.60
|
|
$
0.60
|
|
$
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted weighted
average units
outstanding: (2)
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
244,782,614
|
|
241,119,245
|
|
3,663,369
|
|
243,903,682
|
|
235,769,760
|
|
8,133,922
|
Diluted
(3)
|
246,594,988
|
|
244,488,605
|
|
2,106,383
|
|
245,770,444
|
|
238,645,590
|
|
7,124,854
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
(1)
|
FFO and AFFO are
not measures recognized under IFRS and do not have standardized
meanings prescribed by IFRS. See Performance Measurement
section in the REIT's MD&A.
|
(2)
|
Under IFRS the REIT's
Class B LP Units are treated as a financial liability rather than
equity. The REIT has chosen to present an adjusted basic and
diluted per unit measure that includes the Class B LP Units in
basic and diluted units outstanding/weighted average units
outstanding. There were 1,710,000 Class B LP Units outstanding as
at September 30, 2023, and 1,710,000 outstanding as at
September 30, 2022.
|
(3)
|
Distributions per unit
is a non-IFRS ratio calculated as sum of the distributions on the
REIT's units and finance costs on Class B LP Units. Management does
not consider finance costs on Class B LP units to be a financing
cost of the REIT but rather component of the REIT's total
distributions. Distributions is not defined by IFRS and does not
have a standard meaning and may not be comparable with similar
measures presented by other issuers.
|
Exhibit 3 – Constant Currency Same
Property NOI
Constant Currency Same Property NOI, sometimes also presented as
"Same Property NOI" or "SPNOI", is a non-IFRS financial measure,
defined as NOI for investment properties that were owned for a full
reporting period in both the current and comparative year, subject
to certain adjustments including: (i) straight-line rental revenue
recognition; (ii) amortization of operating leases; (iii) lease
termination fees; and (iv) non-recurring transactions that are not
expected to recur (v) excluding properties held for redevelopment
and (vi) excluding impact of foreign currency translation by
converting the foreign currency denominated SPNOI from comparative
period at current period average exchange rates. Management
considers. SPNOI is more fully defined and discussed in the REIT's
MD&A (see "Performance Measurement").
SAME PROPERTY
NOI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of
CAD
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
2023
|
|
2022
|
|
Var %
|
|
2023
|
|
2022
|
|
Var %
|
|
|
|
|
|
|
|
|
|
|
|
|
Same property
NOI (1)
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
$ 39,445
|
|
$ 39,143
|
|
0.8 %
|
|
$
87,900
|
|
$
88,026
|
|
(0.1) %
|
Europe
|
20,917
|
|
19,787
|
|
5.7 %
|
|
61,111
|
|
58,460
|
|
4.5 %
|
Australasia
|
31,787
|
|
29,941
|
|
6.2 %
|
|
77,632
|
|
72,932
|
|
6.4 %
|
Same property
NOI (1)
|
$
92,149
|
|
$
88,871
|
|
3.7 %
|
|
$
226,643
|
|
$
219,418
|
|
3.3 %
|
Impact of foreign
currency
translation on Same Property NOI
|
—
|
|
(3,773)
|
|
|
|
—
|
|
(5,534)
|
|
|
Straight-line rental
revenue
recognition
|
828
|
|
632
|
|
|
|
1,147
|
|
(576)
|
|
|
Amortization of
operating leases
|
(39)
|
|
(46)
|
|
|
|
(124)
|
|
(150)
|
|
|
Lease termination
fees
|
191
|
|
21
|
|
|
|
233
|
|
21
|
|
|
Other
transactions
|
311
|
|
233
|
|
|
|
1,288
|
|
(143)
|
|
|
Developments
|
703
|
|
131
|
|
|
|
13,093
|
|
11,831
|
|
|
Acquisitions
|
31
|
|
(31)
|
|
|
|
38,607
|
|
22,332
|
|
|
Dispositions
|
411
|
|
3,007
|
|
|
|
6,056
|
|
6,968
|
|
|
Intercompany/Elimination
|
512
|
|
502
|
|
|
|
1,596
|
|
1,330
|
|
|
NOI
|
$
95,097
|
|
$
89,547
|
|
6.2 %
|
|
$
288,539
|
|
$
255,497
|
|
12.9 %
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
(1) Same property NOI
is a non-IFRS measure, defined and discussed in the REIT's
MD&A.
|
|
(2) NOI is an
additional IFRS measure presented on the consolidated statement of
income (loss) and comprehensive income (loss).
|
NOI is defined and
discussed in the REIT's MD&A.
|
Exhibit 4 – Net Asset Value
('NAV') per Unit
"NAV per Unit" or sometimes presented as "NAV/unit" is an
extension of NAV and defined as NAV divided by the number of units
outstanding at the end of the period. NAV and NAV/unit are more
fully defined and discussed in the REIT's MD&A (see
"Performance Measurement" and "Part IX – Net Asset
Value").
Expressed in thousands
of Canadian dollars, except per unit amounts
|
|
|
Q3
2023
|
|
|
Q4
2022
|
|
|
|
|
|
|
|
Total
Assets
|
|
$
7,834,202
|
|
|
$
8,514,000
|
less: Total
liabilities
|
|
(4,606,488)
|
|
|
(4,772,025)
|
less: Non-controlling
interests
|
|
(1,118,641)
|
|
|
(1,285,128)
|
Unitholders'
equity
|
|
2,109,073
|
|
|
2,456,847
|
|
|
|
|
|
|
|
Add/(deduct):
|
|
|
|
|
|
|
Goodwill
|
|
(37,510)
|
|
|
(39,612)
|
|
Deferred unit plan
liability
|
|
14,987
|
|
|
23,837
|
|
Deferred tax
liability
|
388,796
|
|
|
443,935
|
|
|
less NCI
|
(96,980)
|
291,816
|
|
(109,584)
|
334,351
|
|
|
|
|
|
|
|
|
Financial instruments -
net
|
(49,588)
|
|
|
(38,124)
|
|
|
less NCI
|
13,814
|
(35,774)
|
|
13,624
|
(24,500)
|
|
|
|
|
|
|
|
|
Exchangeable
Units
|
|
8,687
|
|
|
16,245
|
|
Global Manager
valuation adjustment
|
|
576,318
|
|
|
576,318
|
|
Other
|
|
—
|
|
|
—
|
Net Asset Value
("NAV")
|
|
$
2,927,597
|
|
|
$
3,343,486
|
|
|
|
|
|
|
|
Adjusted Units
Outstanding (000s)- period end (1)
|
|
244,884
|
|
|
242,358
|
NAV per
Unit
|
|
$
11.96
|
|
|
$
13.80
|
Notes
|
(1) Under IFRS the
REIT's Class B LP Units are treated as a financial liability rather
than equity. The REIT has chosen to present an adjusted basic
per unit measure that includes the Class B LP Units in basic units
outstanding/weighted average units outstanding.
|
Exhibit 5 – Proportionate
Management Fees
"Proportionate Management Fees" is a non-IFRS financial measure
defined as the REIT's total management fees earned from third
parties adjusted to be reflected on a proportionately consolidated
basis at the REIT's ownership percentage (see "Performance
Measurement" "PART III – RESULTS FROM OPERATIONS – NET
INCOME").
GLOBAL MANAGER
FEES
|
|
Expressed in thousands
of Canadian dollars
|
Three months ended
September 30,
|
|
Nine months ended
September 30,
|
|
2022
|
|
2021
|
|
Variance
|
|
2022
|
|
2021
|
|
Variance
|
|
|
|
|
|
|
|
|
|
|
|
|
Base fee
|
$
7,811
|
|
$
7,787
|
|
$
24
|
|
$
24,363
|
|
$ 24,074
|
|
$
289
|
Incentive and
performance fee
|
1,358
|
|
4,067
|
|
(2,709)
|
|
5,505
|
|
8,460
|
|
(2,955)
|
Trustee fees
|
283
|
|
277
|
|
6
|
|
883
|
|
821
|
|
62
|
Project and Acquisition
fees
|
2,036
|
|
715
|
|
1,321
|
|
5,593
|
|
8,659
|
|
(3,066)
|
Other fees
|
—
|
|
(6,821)
|
|
6,821
|
|
—
|
|
3,272
|
|
(3,272)
|
Total Management
Fees
|
$
11,488
|
|
$
6,025
|
|
$
5,463
|
|
$
36,344
|
|
$
45,286
|
|
$
(8,942)
|
less: inter-company
elimination (1)
|
(7,828)
|
|
(9,256)
|
|
1,428
|
|
(25,205)
|
|
(29,827)
|
|
4,622
|
Consolidated
Management Fees (2)
|
$
3,660
|
|
$
(3,231)
|
|
$
6,891
|
|
$
11,139
|
|
$
15,459
|
|
$
(4,320)
|
add: fees charged to
non-controlling interests
|
5,470
|
|
6,529
|
|
(1,059)
|
|
17,702
|
|
21,289
|
|
(3,587)
|
Proportionate
Management Fees (3)
|
$
9,130
|
|
$
3,298
|
|
$
5,832
|
|
$
28,841
|
|
$
36,748
|
|
$
(7,907)
|
|
|
|
|
|
|
|
|
|
|
|
|
Notes
|
(1)
|
Management fees charged
to Vital Trust and to the JVs are eliminated on consolidation as an
inter-company transaction.
|
(2)
|
Represents the reported
consolidated management fees.
|
(3)
|
See Performance
Measurements in the REIT's MD&A.
|
About Northwest Healthcare
Properties Real Estate Investment Trust
Northwest Healthcare Properties Real Estate Investment Trust
(TSX: NWH.UN) (Northwest) is an unincorporated, open-ended real
estate investment trust established under the laws of the Province
of Ontario. The REIT provides
investors with access to a portfolio of high-quality international
healthcare real estate infrastructure comprised as at September 30, 2023, of interests in a diversified
portfolio of 229 income-producing properties and 18.2 million
square feet of gross leasable area located throughout major markets
in Canada, the United States, Brazil, Europe, Australia, and New
Zealand. The REIT's portfolio of medical office buildings,
clinics, and hospitals is characterized by long-term indexed leases
and stable occupancies. With a fully integrated and aligned senior
management team, the REIT leverages over 300 professionals in ten
offices in eight countries to serve as a long-term real estate
partner to leading healthcare operators. For more information
please visit: www.nwhreit.com.
SOURCE NorthWest Healthcare Properties Real Estate Investment
Trust