Primaris Retail REIT (TSX:PMZ.UN) is pleased to report fourth
quarter operating results for the period ending December 31, 2012.
These results have been prepared in accordance with International
Financial Reporting Standards ("IFRS").
President and CEO, John Morrison, commented "We are very pleased
with our strong operating results for the 2012 fourth quarter and
calendar year. Operating FFO per unit showed 5% growth over the
fourth quarter of 2011, after adjusting for the dilution from our
equity offering, debt retirement fees, and the material
non-recurring charges related to an unsolicited takeover bid
recorded in 2012. Our tenant sales trend has turned positive,
having begun the year in negative territory. The portfolio
occupancy rate improved throughout the year contributing to the
excellent financial results. These strong results are directly
attributable to the passionate and dedicated team at Primaris.
"As announced on February 5, 2013, Primaris has entered into an
Arrangement Agreement and various conditional sales agreements
whereby the assets of Primaris will be purchased by a KingSett
Capital-led consortium and H&R REIT, and Primaris will become a
wholly-owned subsidiary of H&R REIT. These transactions are
subject to many conditions more fully described in a circular dated
February 19, 2013. The circular is available on SEDAR and on
Primaris' website."
Bill Biggar, chair of the Independent Committee of the Primaris
board of trustees, commented "The board strongly endorses these
transactions and encourages Unitholders to vote in favour of the
transactions at the Unitholders' meeting on March 22, 2013."
Highlights
Funds from Operations (FFO)
-- FFO for the quarter ended December 31, 2012 was $29.7 million, down $5.0
million from the $34.7 million reported for the fourth quarter of 2011.
On a per unit diluted basis, FFO for the fourth quarter of 2012 was
$0.307, down $0.100 from the $0.407 reported in the same quarter of
2011.
-- FFO includes $10.5 million of non-recurring charges related to a
takeover. When these takeover charges are excluded, Operating FFO for
the fourth quarter is $0.415 per unit on a diluted basis. This is an
increase of $0.008 from the fourth quarter results of 2011. Operating
FFO for the three months and year ended December 31, 2012 also included
a charge for early debt repayment of $0.9 million. There was no similar
charge in the prior periods.
-- FFO for the year ended December 31, 2012 was $132.1 million, up $21.3
million from the $110.8 million reported for the prior year. On a per
diluted unit basis, FFO for the 2012 year was $1.439, as compared to the
$1.415 for the prior year.
-- Operating FFO on a per unit diluted basis for the year ended December
31, 2012 was $1.549, up $0.098 from the $1.451 result of the 2011 year
end.
-- FFO, and Operating FFO, are not terms defined under IFRS and may not be
comparable to similar measures used by other Trusts. A reconciliation of
net income to FFO and Operating FFO is included.
Net Operating Income (NOI)
-- NOI for the quarter ended December 31, 2012 was $63.9 million, an
increase of $4.6 million from the $59.3 million recorded in the fourth
quarter of 2011.
-- NOI for the year ended December 31, 2012 was $237.8 million, an increase
of $29.5 million from the $208.3 million recorded in 2011.
-- NOI is not a term defined under IFRS and may not be comparable to
similar measures used by other Trusts. A calculation of NOI is included.
Same Properties - Net Operating Income
-- NOI for the fourth quarter ended December 31, 2012, for the 32
properties held continually for the past 24 months, increased 4.0% from
the comparative three month period.
-- NOI for the year ended December 31, 2012, for the 27 properties held
continually for the past 24 months, increased $7.8 million or 4.2% from
2011. Lease surrender revenue in 2012 was considerably higher than 2011.
Removing the effects of lease-surrender revenue in 2012, NOI would be
3.1% higher than the comparative year.
Net Income
-- Net income for the quarter ended December 31, 2012 was $61.1 million, a
decrease of $95.3 million from the $156.4 million recorded in the fourth
quarter of 2011. The decrease is driven by fluctuations in the recording
of investment properties at fair value and one time takeover expenses.
-- Net income for the year ended December 31, 2012 was $266.4 million, an
increase of $34.6 million from the $231.8 million recorded in 2012.
Again, the change is principally due to the fluctuations in the fair
values of investment properties.
Operations
-- During the fourth quarter of 2012, Primaris leased 340,492 square feet
comprised of 240,347 square feet to 112 smaller tenants and the
remainder to three major and anchor tenants. Approximately 53.6% of the
space leased during the current quarter of 2012 resulted from the
renewal of existing tenants (53.5% if the major tenants are excluded).
The weighted average new rent for renewals of existing tenants in the
current quarter, on a cash basis, represented an 11.1% increase over the
previous rent (9.3% if the major tenants are excluded).
-- During 2012, Primaris leased 1,828,283 square feet comprised of 895,460
square feet to 514 smaller tenants and the remainder to 17 major and
anchor tenants. Approximately 67.8% of the space leased during the 2012
year resulted from the renewal of existing tenants (65.5% if the major
tenants are excluded). The weighted average new rent for renewals of
existing tenants in the year, on a cash basis, represented a 6.0%
increase over the previous rent (7.8% if the major tenants are
excluded).
-- The portfolio occupancy improved through 2012. It was 97.7% at December
31, 2012, compared to 97.5%% at September 30, 2012, and 97.1% at
December 31, 2011.
-- For the 18 reporting properties owned throughout both twelve month
periods ended December 31, 2012 and 2011, sales per square foot, on a
same-tenant basis, have increased to $475 per square foot, from $471 in
the prior year.
Liquidity
-- At December 31, 2012, Primaris had $45.6 cash on hand and $45.0 million
drawn on its $100 million credit facility. At December 31, 2012 Primaris
had drawn on its operating line to have cash on hand to repay mortgages
maturing January 1, 2013.
Financial Results
FFO for the quarter ended December 31, 2012 was $29.7 million,
down $5.0 million from the $34.7 million reported for the fourth
quarter of 2011. On a per unit diluted basis, FFO for the fourth
quarter of 2012 was $0.307, down $0.100 from the $0.407 reported
for the fourth quarter of 2011.
FFO, for the three months ended December 31, 2012, includes
material non-recurring charges related to a takeover. When these
charges are excluded, Operating FFO for the fourth quarter is
$0.415 per unit on a diluted basis. This is an increase of $0.008
from the fourth quarter results of 2011.
FFO for the year ended December 31, 2012 was $132.1 million, up
$21.3 million from the $110.8 million reported for the prior year.
On a per diluted unit basis, FFO for the 2012 year was $1.439, as
compared to the $1.415 for the prior year.
Operating FFO on a per unit diluted basis for the year ended
December 31, 2012 was $1.549, up $0.098 from the 2011 year end
Operating FFO of $1.451.
Operating FFO for the three months and year ended December 31,
2012 included a charge for early debt repayment of $0.9 million.
There was no similar charge in the prior periods.
Net income for the quarter ended December 31, 2012 was $61.1
million, a decrease of $95.3 million from the $156.4 million
recorded in the fourth quarter of 2011. The decrease is driven by
fluctuations in the recording of investment properties at fair
value and one time takeover expenses.
Net income for the year ended December 31, 2012 was $266.4
million, an increase of $34.6 million from the $231.8 million
recorded in 2012. Again, the change is principally due to the
fluctuations in the fair values of investment properties.
The Operating FFO distribution payout ratio for the fourth
quarter of 2012, calculated on a diluted basis, was 73.5% as
compared to a 74.9% payout ratio for the fourth quarter of 2011 and
79.6% for the previous quarter ended September 30, 2012. The payout
ratios are sensitive to both seasonal operating results and
financial leverage.
The Operating FFO distribution ratio for the 2012 year was 78.7%
as compared to an 84.0% payout ratio for 2011.
At December 31, 2012, Primaris' total enterprise value was
approximately $4.4 billion (based on the market closing price of
Primaris' units on December 31, 2012 plus total debt outstanding).
At December 31, 2012 Primaris had $1,727.4 million of outstanding
debt, equating to a debt to total enterprise value ratio of 39.0%.
Primaris' debt consisted of $1,589.2 million of fixed-rate senior
debt with a weighted average interest rate of 5.1% and a weighted
average term to maturity of 6.0 years, $45.0 million drawn on the
operating line of credit, and $93.2 million of fixed-rate
convertible debentures.
Primaris had a debt to total asset ratio of 40.8% at December
31, 2012. During the three months ended December 31, 2012, Primaris
had an interest coverage ratio of 2.4 times as expressed by EBITDA
divided by interest expense on mortgages, convertible debentures
and bank indebtedness. Primaris defines EBITDA as net income
increased by depreciation, finance costs, income tax expense and
amortization of leasing costs and straight-line rent. This coverage
ratio would have been 2.9 times if not for the takeover costs
incurred during the fourth quarter of 2012. EBITDA is not a term
defined under IFRS and may not be comparable to similar measures
used by other Trusts. See below under "Non-IFRS Measures".
Operating Results
Comparison to Prior Period Financial Results (in thousands of
dollars)
FFO for the quarter ended December 31, 2012 was $5.0 million
($0.100 per unit diluted) less than the comparative period.
FFO includes takeover expenses. When these expenses are
excluded, Operating FFO for the fourth quarter is $5.6 million, or
$0.008 per unit on a diluted basis, greater than the fourth quarter
results of 2011.
Three Months Ended December 31, Favourable /
(Unaudited) 2012 2011 (Unfavourable)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Revenue
Minimum rent $ 64,345 $ 61,833 $ 2,512
Recoveries from tenants 41,362 38,620 2,742
Percent rent 1,022 893 129
Parking 2,161 1,998 163
Other income 556 719 (163)
---------------------------------------------------
109,446 104,063 5,383
Expenses
Property operating 28,215 27,382 (833)
Property tax 19,285 18,597 (688)
Ground rent 359 332 (27)
General & administrative 15,950 2,110 (13,840)
Depreciation 207 282 75
---------------------------------------------------
64,016 48,703 (15,313)
Income from operations $ 45,430 $ 55,360 $ (9,930)
Finance income 22 72 (50)
Finance costs (28,340) (32,951) 4,611
Fair value adjustment on
investment properties 43,997 133,956 (89,959)
---------------------------------------------------
Net income $ 61,109 $ 156,437 $ (95,328)
Fair value adjustment on
investment properties (43,997) (133,956) 89,959
Fair value adjustment on
convertible debentures 936 9,000 (8,064)
Fair value adjustment on
exchangeable units 5,348 240 5,108
Fair value adjustment on
unit-based compensation 2,873 108 2,765
Distributions on
exchangeable units 647 667 (20)
Amortization of tenant
improvement allowances 2,809 2,176 633
---------------------------------------------------
Funds from operations(1) $ 29,725 $ 34,672 $ (4,947)
Add back one-time
expenses 10,550 - 10,550
---------------------------------------------------
Operating FFO $ 40,275 $ 34,672 $ 5,603
---------------------------------------------------
---------------------------------------------------
Funds from operations per
unit - basic $ 0.311 $ 0.420 $ (0.109)
Funds from operations per
unit - diluted $ 0.307 $ 0.407 $ (0.100)
Operating FFO per unit -
diluted $ 0.415 $ 0.407 $ 0.008
Operating FFO - payout
ratio 73.5% 74.9% 24.4%
Distributions per unit $ 0.305 $ 0.305 $ -
Weighted average units
outstanding - basic 95,617,087 82,641,329 12,975,758
Weighted average units
outstanding - diluted 97,963,800 93,987,252 3,976,548
Units outstanding, end of
period (including
exchangeable units) 100,346,768 82,740,232 17,606,536
(1) Funds from Operations, which is not a defined term within IFRS, has been
calculated by management, using IFRS, in accordance with REALpac's White
Paper on Funds from Operations. The White Paper adds back to net income
items that do not arise from operating activities, such as amortization
of tenant improvements, deferred income taxes and fair value
adjustments. Funds from Operations may not be comparable to similar
measures used by other entities. See below under "Non-IFRS Measures".
Net Operating Income - Same Properties (in thousands of
dollars)
The same-property comparison consists of the 32 properties that
were owned throughout both the current and comparative three month
periods. NOI, on a same-property basis, increased $2.3 million, or
4.0%, in relation to the comparable three month period.
Three Months Ended December 31, Favourable /
(Unaudited) 2012 2011 (Unfavourable)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Operating revenue(1) $ 108,071 $ 105,640 $ 2,431
Less operating expenses (46,397) (46,311) (86)
---------------------------------------------------
Net operating income(1) $ 61,674 $ 59,329 $ 2,345
---------------------------------------------------
---------------------------------------------------
(1) Not a term defined under IFRS
NOI is not a term defined under IFRS and may not be comparable
to similar measures used by other Trusts. Operating revenue from
properties includes an adjustment for amortization of tenant
improvement allowances, tenant inducements and straight-line rent
to remove non-cash transactions from revenue for the calculation of
net operating income. Operating expenses include operating expenses
from properties, property taxes and ground rent.
Financing Update & Liquidity
At December 31, 2012, Primaris had $45.6 cash on hand and $45.0
million drawn on its $100 million operating line to have cash on
hand to repay $43.7 million of mortgages maturing January 1, 2013.
Subsequent to year end Primaris increased its operating line of
credit to $138 million.
Subsequent to December 31, 2012, Primaris agreed to purchase two
shopping centres and seven complimentary properties in Alberta for
$376,680. In order to finance the acquisition, the vendor provided
$339,012 of financing and the balance was funded by a draw on the
operating line. The acquisition was completed in early March
2013.
Tenant Sales
For the 18 reporting properties owned throughout both twelve
month periods ended December 31, 2012 and 2011, sales per square
foot, on a same-tenant basis, have increased to $475 per square
foot from $471. For the same 18 properties the all-tenant total
sales volume has increased 2.1%.
Same Tenant
Sales per Square Foot Variance
(Unaudited) 2012 2011 $ %
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Cataraqui $ 527 $ 527 $ - 0.0%
Dufferin Mall 517 515 $ 2 0.3%
Eglinton Square 402 391 $ 11 3.0%
Heritage Place 306 305 $ 1 0.5%
Lambton Mall 324 323 $ 1 0.1%
Place d'Orleans 442 453 $ (11) -2.6%
Place Du Royaume 439 438 $ 1 0.3%
Place Fleur De Lys 330 331 $ (1) -0.4%
Stone Road Mall 535 528 $ 7 1.3%
Aberdeen Mall 387 377 $ 10 2.5%
Cornwall Centre 583 569 $ 14 2.6%
Grant Park 655 650 $ 5 0.7%
Midtown Plaza 638 614 $ 24 3.8%
Northland Village 488 493 $ (5) -1.2%
Orchard Park 490 490 $ - 0.1%
Park Place Mall 474 477 $ (3) -0.6%
Sunridge Mall 526 499 $ 27 5.4%
Woodgrove Centre 478 476 $ 2 0.3%
----------------------------------------------
$ 475 $ 471 $ 4 0.9%
----------------------------------------------
----------------------------------------------
All Tenant
Total Sales Volume Variance
(Unaudited) 2012 2011 $ %
---------------------------------------------------------------------------
---------------------------------------------------------------------------
Cataraqui 87,601 86,092 1,509 1.8%
Dufferin Mall 95,590 91,655 3,935 4.3%
Eglinton Square 31,416 30,591 825 2.7%
Heritage Place 26,474 25,689 785 3.1%
Lambton Mall 44,193 45,865 (1,672) -3.6%
Place d'Orleans 97,693 99,890 (2,197) -2.2%
Place Du Royaume 113,341 114,445 (1,104) -1.0%
Place Fleur De Lys 67,835 69,384 (1,549) -2.2%
Stone Road Mall 114,895 116,142 (1,247) -1.1%
Aberdeen Mall 49,830 48,815 1,015 2.1%
Cornwall Centre 91,589 85,590 5,999 7.0%
Grant Park 26,388 26,560 (172) -0.6%
Midtown Plaza 144,704 134,108 10,596 7.9%
Northland Village 41,881 43,680 (1,799) -4.1%
Orchard Park 133,838 131,656 2,182 1.7%
Park Place Mall 78,564 75,463 3,101 4.1%
Sunridge Mall 101,525 91,732 9,793 10.7%
Woodgrove Centre 91,269 92,283 (1,014) -1.1%
----------------------------------------------
$ 1,438,626 $ 1,409,640 $ 28,986 2.1%
----------------------------------------------
----------------------------------------------
The same tenants' sales per square foot increased 0.9% per
square foot, while the national average tenant sales as reported by
the International Council of Shopping Centers ("ICSC") for the
12-month period ended December 31, 2012, increased 2.0%. Primaris'
sales productivity of $475 is lower than the ICSC average of $596,
largely because the ICSC includes sales from super regional malls
that have the highest sales per square foot in the country.
Leasing Activity
Primaris Retail REIT's property portfolio remains well
leased.
The portfolio occupancy rate improved through the year. It was
97.7% at December 31, 2012, compared to 97.5% at September 30,
2012, and 97.1 % at December 31, 2011. These percentages include
space for which signed leases are in place, but where the tenant
may not yet be in occupancy.
During the fourth quarter of 2012, Primaris leased 340,492
square feet comprised of 240,347 square feet to 112 smaller tenants
and the remainder to three major and anchor tenants. Approximately
53.6% of the space leased during the current quarter of 2012
resulted from the renewal of existing tenants (53.5% if the major
tenants are excluded). The weighted average new rent for renewals
of existing tenants in the current quarter, on a cash basis,
represented an 11.1% increase over the previous rent (9.3% if the
major tenants are excluded).
During 2012, Primaris leased 1,828,283 square feet comprised of
895,460 square feet to 514 smaller tenants and the remainder to 17
major and anchor tenants. Approximately 67.8% of the space leased
during the 2012 year resulted from the renewal of existing tenants
(65.5% if the major tenants are excluded). The weighted average new
rent for renewals of existing tenants in the year, on a cash basis,
represented a 6.0% increase over the previous rent (7.8% if the
major tenants are excluded).
At December 31, 2012, Primaris had a weighted average term to
maturity of leases of 5.3 years.
With respect to the four remaining Zellers' leases in Primaris'
portfolio, two now terminate on April 30, 2013, the third
terminates on June 30, 2013 and the fourth expires naturally on
March 31, 2013. Our leasing and development teams are already at
work on plans to make the most of the opportunity to bring new
brands to the properties.
Development Activity
During 2009 and 2011, Primaris completed phases one and two of a
three phase redevelopment at Lambton Mall in Sarnia, Ontario.
Work is well underway on the third phase of the Lambton Mall
redevelopment. The project involves the redevelopment of the vacant
anchor space (approximately 92,000 square feet), formerly occupied
by Canadian Tire. Part of the existing building was demolished and
will be replaced with a new Galaxy Theatre building comprising
approximately 32,000 square feet, a Sport Chek which will occupy
approximately 31,000 square feet and 1,000 square feet of
commercial retail space. The plan also creates a new mall entrance
next to H&M. The project includes the acquisition of the
existing 5.9 acre Cineplex property located at 1450 London Road,
adjacent to Lambton Mall. With the opening of the new Galaxy
Theatre at Lambton Mall, Cineplex will close its existing theatre.
This phase will cost approximately $16,000, including the purchase
of 1450 London Road. A spring 2013 opening of both the Galaxy
Theatre and the Sport Chek is expected.
The second phase of a redevelopment at Grant Park comprises a
5,000 square foot expansion of the shopping centre, re-leasing and
remerchandising of approximately 23,000 square feet of other retail
area, renovation and expansion of washrooms, and upgrade of an
additional 5,000 square feet of common area. Landlord
pre-construction activities commenced in September 2012. Common
area improvements and washroom renovations are expected to be
completed by spring 2013, and the expansion is expected to open in
July 2013. This second phase has a $5,400 budget.
A 12,000 square foot freestanding pad development at Tecumseh
Mall, in Windsor, Ontario, was turned over to the LCBO for
fixturing on October 31, 2012, on time and under budget. The LCBO
plans to open in spring 2013. Primaris invested $3.3 million in
this project.
Redevelopment projects will be funded through a combination of
cash, draws on the operating line and mortgage refinancing.
Supplemental Information
Primaris' condensed interim consolidated financial statements
and Management's Discussion and Analysis ("MD&A") for the three
months and year ended December 31, 2012 and 2011 are available on
Primaris' website at www.primarisreit.com.
About Primaris
Primaris is a TSX listed real estate investment trust
(TSX:PMZ.UN). Primaris owns 35 income-producing properties
comprising approximately 14.7 million square feet located in
Canada. As of February 28, 2013, Primaris had 100,743,915 units
issued and outstanding (including 2,122,261 exchangeable units for
which units have yet to be issued).
Forward-Looking Information
The MD&A contains forward-looking information based on
management's best estimates and the current operating environment.
These forward-looking statements are related to, but not limited
to, Primaris' operations, anticipated financial performance,
business prospects and strategies. Forward-looking information
typically contains statements with words such as "anticipate",
"believe", "expect", "plan" or similar words suggesting future
outcomes. Such forward-looking statements are subject to risks,
uncertainties and other factors that could cause actual results to
differ materially from future results expressed, projected or
implied by such forward-looking statements.
In particular, certain statements in this document discuss
Primaris' anticipated outlook of future events. These statements
include, but are not limited to:
(i) the accretive acquisition of properties and the anticipated extent
of the accretion of any acquisitions, which could be impacted by
demand for properties and the effect that demand has on acquisition
capitalization rates and changes in the cost of capital;
(ii) reinvesting to make improvements and maintenance to existing
properties, which could be impacted by the availability of labour
and capital resource allocation decisions;
(iii) generating improved rental income and occupancy levels, which could
be impacted by changes in demand for Primaris' properties, tenant
bankruptcies, the effects of general economic conditions and supply
of competitive locations in proximity to Primaris locations;
(iv) overall indebtedness levels, which could be impacted by the level of
acquisition activity Primaris is able to achieve and future
financing opportunities;
(v) tax exempt status, which can be impacted by regulatory changes
enacted by governmental authorities;
(vi) anticipated distributions and payout ratios, which could be impacted
by capital expenditures, results of operations and capital resource
allocation decisions;
(vii) the effect that any contingencies could have on Primaris' financial
statements;
(viii) anticipated replacement of expiring tenancies, which could be
impacted by the effects of general economic conditions and the
supply of competitive locations;
(ix) the development of properties which could be impacted by real estate
market cycles, the availability of labour and general economic
conditions; and
(x) the anticipated outcome of the Primaris Unitholder vote on the
amended and restated Arrangement Agreement with H&R Real Estate
Investment Trust and H&R Finance Trust and an asset purchase
agreement with members of the KingSett Capital-led Consortium.
Although the forward-looking statements contained in this
document are based on what management of Primaris believes are
reasonable assumptions, forward-looking statements involve
significant risks and uncertainties. They should not be read as
guarantees of future performance or results and will not
necessarily be an accurate indicator of whether or not such results
will be achieved. Readers are cautioned not to place undue reliance
on forward-looking statements as a number of factors could cause
actual future results to differ from targets, expectations or
estimates expressed in the forward-looking statements. Material
factors or assumptions that were applied in drawing a conclusion or
making an estimate set out in the forward-looking information may
include: a less robust retail environment; relatively stable
interest costs; access to equity and debt capital markets to fund,
at acceptable costs, the future growth program and to enable
Primaris to refinance debts as they mature and the availability of
purchase opportunities for growth.
Except as required by applicable law, Primaris undertakes no
obligation to publicly update or revise any forward-looking
statement, whether as a result of new information, future events or
otherwise.
Non-IFRS Measures
Funds from operations ("FFO"), net operating income ("NOI") and
earnings before interest, taxes, depreciation and amortization
("EBITDA") are widely used supplemental measures of a Canadian real
estate investment trust's performance and are not defined under
IFRS. Management uses these measures when comparing itself to
industry data or others in the marketplace. Primaris' MD&A
describes FFO, NOI and EBITDA and provides reconciliations to net
income, as defined under IFRS, for FFO and EBITDA. A reconciliation
of FFO to net income, as defined by IFRS, and a calculation of NOI
also appear at the end of the press release. FFO, NOI and EBITDA
should not be considered alternatives to net income or other
measures that have been calculated in accordance with IFRS and may
not be comparable to measures presented by other issuers.
PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Financial Position
(In thousands of dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
December 31, December 31,
2012 2011
----------------------------------------------------------------------------
Assets
Non-current assets:
Investment properties $ 4,145,400 $ 3,557,900
Current assets:
Rents receivable 6,245 7,387
Other assets and receivables 20,793 25,010
Cash and cash equivalents 45,622 -
---------------------------------------------------------------------------
72,660 32,397
----------------------------------------------------------------------------
$ 4,218,060 $ 3,590,297
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Liabilities and Equity
Non-current liabilities:
Mortgages payable $ 1,431,205 $ 1,372,871
Convertible debentures 110,525 268,766
Exchangeable units 57,088 45,079
Accounts payable and other liabilities 7,214 1,205
---------------------------------------------------------------------------
1,606,032 1,687,921
Current liabilities:
Current portion of mortgages payable 151,729 53,004
Bank indebtedness 45,000 6,779
Accounts payable and other liabilities 75,248 61,744
Distribution payable 10,000 8,251
---------------------------------------------------------------------------
281,977 129,778
----------------------------------------------------------------------------
1,888,009 1,817,699
Equity 2,330,051 1,772,598
----------------------------------------------------------------------------
$ 4,218,060 $ 3,590,297
----------------------------------------------------------------------------
----------------------------------------------------------------------------
PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Income and Comprehensive Income
(In thousands of dollars, except per unit amounts)
----------------------------------------------------------------------------
Three months ended Year ended
December 31, December 31,
2012 2011 2012 2011
(unaudited) (unaudited)
----------------------------------------------------------------------------
Revenue:
Minimum rent $ 64,345 $ 61,833 $ 242,516 $ 219,113
Recoveries from tenants 41,362 38,620 154,235 135,464
Percentage rent 1,022 893 2,707 2,652
Parking 2,161 1,998 7,220 6,556
Other income 556 719 4,353 1,568
---------------------------------------------------------------------------
109,446 104,063 411,031 365,353
Expenses:
Property operating 28,215 27,382 103,297 92,745
Property taxes 19,285 18,597 76,467 68,569
Ground rent 359 332 1,353 1,246
General and
administrative 15,950 2,110 25,483 9,840
Depreciation 207 282 1,207 1,039
---------------------------------------------------------------------------
64,016 48,703 207,807 173,439
----------------------------------------------------------------------------
Income from operations 45,430 55,360 203,224 191,914
Finance income 22 72 90 168
Finance costs (28,340) (32,951) (115,648) (109,396)
Fair value adjustment on
investment properties 43,997 133,956 178,690 149,113
----------------------------------------------------------------------------
Net income (loss) 61,109 156,437 266,356 231,799
Other comprehensive
income:
Deferred loss on cash
flow hedge 143 - (190) -
Amortization of deferred
net loss on cash flow
hedges 56 57 226 230
----------------------------------------------------------------------------
Comprehensive income $ 61,308 $ 156,494 $ 266,392 $ 232,029
----------------------------------------------------------------------------
----------------------------------------------------------------------------
PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Cash Flows
(In thousands of dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three months ended December 31,
2012 2011
(unaudited) (unaudited)
----------------------------------------------------------------------------
Cash flows from operating activities:
Net income for the period $ 61,109 $ 156,437
Adjustments for:
Amortization of tenant improvement
allowances 2,809 2,176
Amortization of tenant inducements 55 70
Amortization of straight-line rent (578) (669)
Value of units and options granted
under unit-based compensation plan 3,246 364
Depreciation of fixtures and equipment 207 282
Net finance costs 28,318 32,879
Fair value adjustments on investment
properties (43,997) (133,956)
--------------------------------------------------------------------------
51,169 57,583
Other non-cash operating working
capital 20,242 4,969
Leasing commissions (346) (408)
Tenant improvement allowances (3,044) (7,377)
Tenant inducements - (15)
---------------------------------------------------------------------------
Cash generated from operating
activities 68,021 54,752
Interest received 22 72
---------------------------------------------------------------------------
Net cash from operating activities 68,043 54,824
Cash flows from financing activities:
Mortgage principal repayments (8,380) (8,033)
Proceeds of new mortgage financing 209,905 -
Proceeds of bridge financing - 57,500
Repayment of financing - (62,894)
Advance (repayment) of bank
indebtedness 44,090 (221)
Interest paid on financing (21,755) (21,315)
Capitalized debt placement costs (994) 7
Issuance of units 115,016 -
Unit issue costs (5,278) (50)
Distributions to Unitholders (25,152) (23,163)
---------------------------------------------------------------------------
Net cash flow used in financing
activities 307,452 (58,169)
Cash flows used in investing activities:
Acquisitions of investment properties (315,561) (3,005)
Additions to buildings and building
improvements (9,827) (4,947)
Additions to recoverable improvements (4,471) (7,821)
Additions to fixtures and equipment (14) (286)
Proceeds of disposition - 18,266
---------------------------------------------------------------------------
Net cash flow used in investing
activities (329,873) 2,207
----------------------------------------------------------------------------
Decrease in cash and cash equivalents 45,622 (1,138)
Cash and cash equivalents, beginning of
period - 1,138
----------------------------------------------------------------------------
Cash and cash equivalents, end of period $ 45,622 $ -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental disclosure of non-cash
operating, financing and investing
activities:
Value of units issued from conversion
of convertible debentures 6,270 2,037
Value of units issued under
distribution reinvestment plan 4,461 2,079
Value of units issued upon conversion
of exchangeable units - -
Value of units issued under unit-based
compensation plan - -
Deferred loss on cash flow hedge 143 -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Cash Flows
(In thousands of dollars)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Year ended December 31,
2012 2011
----------------------------------------------------------------------------
Cash flows from operating activities:
Net income for the period $ 266,356 $ 231,799
Adjustments for:
Amortization of tenant improvement
allowances 9,768 7,419
Amortization of tenant inducements 220 168
Amortization of straight-line rent (2,096) (2,030)
Value of units and options granted
under unit-based compensation plan 7,552 1,957
Depreciation of fixtures and equipment 1,207 1,039
Net finance costs 115,558 109,228
Fair value adjustments on investment
properties (178,690) (149,113)
--------------------------------------------------------------------------
219,875 200,467
Other non-cash operating working
capital 16,535 (7,069)
Leasing commissions (990) (773)
Tenant improvement allowances (17,440) (18,879)
Tenant inducements (25) (15)
---------------------------------------------------------------------------
Cash generated from operating
activities 217,955 173,731
Interest received 90 168
---------------------------------------------------------------------------
Net cash from operating activities 218,045 173,899
Cash flows from financing activities:
Mortgage principal repayments (33,000) (28,146)
Proceeds of new mortgage financing 209,905 333,600
Proceeds of bridge financing - 57,500
Repayment of financing (21,227) (99,933)
Advance (repayment) of bank
indebtedness 38,221 (3,221)
Interest paid on financing (87,962) (83,723)
Capitalized debt placement costs (1,479) (2,736)
Cash received on exercise of options 829 457
Issuance of units 230,074 260,590
Unit issue costs (10,491) (11,144)
Redemption of convertible debentures (9,458) -
Issuance of convertible debentures - 75,000
Convertible debenture issue costs - (3,029)
Distributions to Unitholders (93,628) (84,016)
Purchase of units under normal course
issuer bid - (589)
---------------------------------------------------------------------------
Net cash flow from (used in) financing
activities 221,784 410,610
Cash flows used in investing activities:
Acquisitions of investment properties (365,897) (585,388)
Additions to buildings and building
improvements (17,225) (12,977)
Additions to recoverable improvements (9,498) (12,087)
Additions to fixtures and equipment (1,587) (390)
Proceeds of disposition - 19,833
---------------------------------------------------------------------------
Net cash flow used in investing
activities (394,207) (591,009)
----------------------------------------------------------------------------
Decrease in cash and cash equivalents 45,622 (6,500)
Cash and cash equivalents, beginning of
period - 6,500
----------------------------------------------------------------------------
Cash and cash equivalents, end of period$ 45,622 $ -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Supplemental disclosure of non-cash
operating, financing and investing
activities:
Value of units issued from conversion
of convertible debentures 161,539 17,926
Value of units issued under
distribution reinvestment plan 16,133 8,714
Value of units issued upon conversion
of exchangeable units 481 478
Value of units issued under unit-based
compensation plan 1,409 597
Deferred loss on cash flow hedge (190) -
----------------------------------------------------------------------------
----------------------------------------------------------------------------
PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Reconciliation of Net Income to Funds from Operations
(In thousands of dollars)
(Unaudited)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended Three Months Ended
December 31, 2012 December 31, 2011
----------------------------------------------------------------------------
Net income $ 61,109 $ 156,437
Fair value adjustment on
investment properties (43,997) (133,956)
Fair value adjustment on
convertible debentures 936 9,000
Fair value adjustment on
exchangeable units 5,348 240
Fair value adjustment on
unit-based compensation 2,873 108
Distributions on
exchangeable units 647 667
Amortization of tenant
improvement allowances 2,809 2,176
----------------------------------------------------------------------------
Funds from operations(1) $ 29,725 $ 34,672
----------------------------------------------------------------------------
(1) Funds from Operations, which is not a defined term within IFRS, has been
calculated by management, using IFRS, in accordance with REALpac's White
Paper on Funds from Operations. The White Paper adds back to net income
items that do not arise from operating activities, such as amortization
of tenant improvements, deferred income taxes and certain fair value
adjustments. Funds from Operations may not be comparable to similar
measures used by other entities.
Calculation of Net Operating Income All Properties
(In thousands of dollars)
(Unaudited)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
Three Months Ended Three Months Ended
December 31, 2012 December 31, 2011
----------------------------------------------------------------------------
Revenue $ 109,446 $ 104,063
Reverse: Non-cash revenue 2,286 1,577
Less: Property operating
expenses (28,215) (27,382)
Property tax expense (19,285) (18,597)
Ground Rent (359) (332)
----------------------------------------------------------------------------
Net operating income(1) $ 63,873 $ 59,329
----------------------------------------------------------------------------
(1) Net Operating Income is not a defined term within IFRS. Net Operating
Income may not be comparable to similar measures used by other entities.
Contacts: Primaris Retail REIT John R. Morrison President &
Chief Executive Officer (416) 642-7860 Primaris Retail REIT Louis
M. Forbes Executive Vice President & Chief Financial Officer
(416) 642-7810 www.primarisreit.com
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