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December 2013
Based on Third Quarter 2013
2
Forward Looking StatementsCertain statements contained in this document constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the Choice Properties REIT’s (the “REIT”) future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs,capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate industry are forward-looking statements. In some cases, forward-looking information can be identified by such terms such as ‘‘may’’, ‘‘might’’, ‘‘will’’, ‘‘could’’, ‘‘should’’, ‘‘would’’, ‘‘occur’’, ‘‘expect’’, ‘‘plan’’, ‘‘anticipate’’, ‘‘believe’’, ‘‘intend’’, ‘‘estimate’’, ‘‘predict’’, ‘‘potential’’, ‘‘continue’’, ‘‘likely’’, ‘‘schedule’’, or the negative thereof or other similar expressions concerning matters that are not historical facts. The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs, including that the Canadian economy will remain stable over the next 12 months, that inflation will remain relatively low, that interest rates will remain stable, that tax laws remain unchanged, that conditions within the real estate market, including competition for acquisitions, will be consistent with the current climate, that the Canadian capital markets will provide the REIT with access to equity and/or debt at reasonable rates when required and that Loblaw will continue its involvement with the REIT. Although the forward-looking statements contained in this document are based upon assumptions that management of the REIT believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that may cause the REIT’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or impliedby such forward-looking statements. These risks and uncertainties include, among other things, the factors discussed under ‘‘Enterprise Risks and Risk Management’’ section of on pages 10 to 28 of the Trust’s 2013 Third Quarter MD&A. The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this document. Except as required by law, the REIT and Loblaw undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
About Choice Properties1
A growth-oriented public real estate entity
36 million sq. ft. portfolio provides a stable and sizeable base for growth
Access to future growth
11 million sq. ft. of remaining real estate held by Loblaw
Store development and site intensification on existing portfolio
Two intensification projects representing 95,000 square feet currently underway
Growth Pipeline
Retained Portfolio11 million sq. ft.Retained Portfolio11 million sq. ft.
Development3.6 million sq. ft.Development3.6 million sq. ft.
IPO Portfolio36 million sq. ft.IPO Portfolio36 million sq. ft.
3Note 1 - Reflect acquisitions completed subsequent to September 30, 2013
4
Our Objectives
• Provide unitholders with stable, predictable and growing monthly cash
distributions
• Enhance value of property portfolio to maximize unitholder value
• Expand asset base while increasing AFFO per unit through accretive
acquisitions and site intensification
Q3 2013 Financial Results
5
ActualAdjusted
Forecast (1)
VarianceFavourable /
(Unfavourable)Rental revenue 153,655$ 154,812$ (1,157)$ Straight‐line rent (8,109) (7,743) (366) Property operating costs (37,387) (38,877) 1,490 Net Operating Income 108,159$ 108,192$ (33)$ Net Income 73,626$ 29,661$ 43,965$
Funds from Operations 76,128$ 72,284$ 3,844$
Adjusted Funds from Operations 66,260$ 60,863$ 5,397$
AFFO per unit ‐ basic 0.184$ 0.172$ 0.012$ AFFO per unit ‐ diluted 0.184$ 0.172$ 0.012$ AFFO payout ratio 85.0% 90.9% 5.9%Distribution per unit 0.156416$ 0.156416$ ‐$ Weighted average units outstanding ‐ basic 359,179,689 353,997,871 5,181,818 Weighted average units outstanding ‐ diluted 359,286,244 353,997,871 5,288,373 Number of units outstanding, end of quarter 359,997,871 353,997,871 6,000,000
(1) Adjusted to reflect the fact that operations commenced on July 5, 2013.
Quarter ended September 30, 2013
$000's , except per unit amounts(Unaudited)
Financials in-line with expectations• FFO and AFFO slightly ahead of forecast
Acquisitions• Added nearly 1 million square feet of GLA and incremental stabilized NOI of
approximately $11M
Q3 2013 Operational Performance
6
Occupancy• Occupancy rate of 97.6% is virtually on-plan
Leasing activity• New leasing deals are proving to be accretive to the Trust’s tenant base
Acquisition and development programs• Subsequent Q3 2013, the Trust commenced its acquisition and
development programs
Q3 2013Leases signed (sq ft) 216,000
Renewals % 79%Weighted average base rent (per sq ft) 12.17$
‐1.3%
7.2%Excluding impact of rent reduction for one large‐format tenant
Compared to existing weighted average base rent (per sq ft)
Acquisitions- Subsequent to September 30, 2013
7
Location Banner Property Type GLAAcquisitions from Loblaw Highway 7, Porter's Lake, NS Atlantic Superstore Multi-tenant retail 54,300Main Street, Salisbury, NB Save Easy Multi-tenant retail 17,291Hurontario Street, Collingwood, ON Loblaws Stand-alone retail 57,795Yonge Street, Toronto, ON Loblaws Stand-alone retail 33,700Avenue Road, Toronto, ON no frills Stand-alone retail 13,299Bullock Drive, Markham, ON N/A Multi-tenant retail 12,102 Lakeshore Boulevard, Toronto, ON no frills Stand-alone retail 32,011 Highway 8, Stoney Creek, ON Fortinos Multi-tenant retail 92,546SE Marine Drive, Vancouver, BC Real Canadian Superstore Stand-alone retail and warehouse 621,177 934,221Third Party Acquisition London, ON N/A Multi-tenant retail 5,538
Our Portfolio1
423Retail Properties423Retail Properties
9Warehouses9Warehouses
1Office1Office
36.2million sq. ft.36.2million sq. ft.
433 Properties
5
Note 1 - Reflect acquisitions completed subsequent to September 30, 2013
170ONTARIORETAIL
45ALBERTA
RETAIL
37
25
100QUEBECRETAIL15 11
9
83
SASKATCHEWANRETAIL
MANITOBARETAIL
PRINCE EDWARD ISLANDRETAIL
NEWFOUNDLAND & LABRADORRETAIL
NOVA SCOTIARETAIL
BRITISH COLUMBIA
RETAIL
SURREY, BCWAREHOUSE 1
CALGARY, AB
WAREHOUSE1
REGINA, SKWAREHOUSE1
CAMBRIDGE, ONWAREHOUSE 1
BRAMPTON, ONOFFICE 1 NEW BRUNSWICK
WAREHOUSE3LAVAL, QC
WAREHOUSE 1
ST. JOHN’S, NLWAREHOUSE1
NEW BRUNSWICKRETAIL
9
Large, Diversified Portfolio1
433 Properties, 36.2 million sq. ft. of GLA
Located in large urban centres59%
From retail focused properties90%
Note 1 - Reflect acquisitions completed subsequent to September 30, 2013
NB, 3.8%
NS, 4.6%PE, 0.4%
NF, 1.7%
BC, 8.7%
AB, 12.8%
SK, 5.0% MB, 2.4%
43.2%
17.4%
Portfolio NOI by Province
Ontario
Quebec
West
Atlantic
Stand-Alone Stores, 54.6%
Office, 2.0%Warehouse,
7.7%
Retail Properties
without Loblaw Tenancy, 0.5%
Loblaw-Anchored Shopping
Centres, 35.2%
Portfolio NOI by Property Type
10
Loblaw Companies Limited
Majority owner and major lender
Single largest tenant
88% of initial GLA
93% of initial NOI
Major partner in REIT growth
Strategic Alliance Agreement
Mutually beneficial business relationship
11
About Loblaw
Canada’s largest food distributor
Leading provider of non-discretionary products and services – food, drug , gas, and financial
22 well-know banners covering discount and conventional formats
$13.5 billion market capitalization
Stable profitable revenue growth with $31 billion revenues / $2 billion EBITDA in 2012
Strong balance sheet and long history of investment grade credit ratings
• Rights of First Offer (ROFO)– Choice has ROFO to purchase from Loblaw– Loblaw has ROFO to purchase from Choice
• New Shopping Centre (SC) Acquisitions– Choice has right of first opportunity to acquire SC presented by
Loblaw• Future SC development
– Choice has right to participate in future Loblaw’s SC development and redevelopment
• Site Intensification– Choice has right to intensify initial properties; upon substantial
completion Loblaw receives payment from Choice• Supermarket Properties
– Choice has right to purchase properties including supermarket properties from vendors other than Loblaw
– Loblaw has right of first offer to lease from Choice when supermarket use become available
12
Ten-Year Strategic Alliance Agreement
13
Loblaw Leases
10 to 18 year initial term
Series of five-year renewal options
Between 40-100 years depending on province
Contractual escalations built in
~1.5% average steady-state annual revenue growth after five years
14
Growth Opportunities
Organic Development Acquisitions
Right of first offer to acquire additional Loblaw properties
Pipeline of ~11 million sq. ft. of GLA
Opportunity to acquire properties developed or acquired by Loblaw
Third-party acquisitionsFocus on high quality supermarket anchored properties
Intensification potential~3.6M sq. ft. of at-grade GLA expansion potential, including 95,000 square feet of intensification currently underway
Intensification payment paid to Loblaw only upon substantial completion
New development opportunities
In partnership with Loblaw or proven third-party
Contractual rent increases
14 years average remaining term to maturity for Loblaw leases
1.5% average effective annual rent escalation once steady state reached 5 years post closing
LeasingFocused marketing and merchandising for current vacancy and lease renewal
Property managementAnnualized capital ~$30M
~93% recoverable or directly paid by tenants
15
Development ActivityBrown’s Line – 3730 Lake Shore Blvd. W. Etobicoke, ON
Existing No Frills
16
Development ActivityFeista Mall – 102 Highway 8, Stoney Creek, ON
Legend:
Existing retail
Proposed sites for potential intensification
Proposed Food Store
ExistingFood Store
Existing Food Store
17
Capital Structure
Issued $460 million of equity
George Weston Ltd. subscribed for
an additional $200 million of equity
Balance is held by Loblaw
($000’s)Unaudited
As at September 30, 2013
Transferor Notes $1,940,000
Debentures $600,000
Class C LP Units $925,000
Total Debt & Class C LP Units $3,465,000
Equity $3,592,878
Enterprise Value $7,057,878
18
Capital Structure – Cont’d
Choice Properties’ current capital structure provides capacity for growth
$000's (Unaudited) Q3 2013Total assets 7,173,813$ Debt to total assets 49.4%Debt service coverage 3.3xDebt to Earnings Before Interest, Taxes, Depreciation, and Amortization 7.7xIndebtedness ‐ weighted average term to maturity 7.8 yearsIndebtedness ‐ weighted average interest rate 3.85%Indebtedness ‐ % at fixed interest rates 100%
Note: Debt ratios and Indebtedness measures include Class C LP Units
“BBB”Investment Grade Rating
19
Conservative Balance Sheet and Investment Grade Rating
Debt Maturity & Class C LP Unit Redemption Dates1 ($ millions)
* Note: Class C LP units are redeemable by Loblaw beginning in 2027. REIT has the option to settle in cash or Class B LP units
3.3x debt service coverage ratioApprox. 50% Consolidated Debt and Class C LP Units to Aggregate Adjusted AssetsStaggered debt maturity profile100% unsecured debtUndrawn 5-year $500 million unsecured revolving credit facility
050
100150200250300350400
90
350300
200 200
300
200
300
400
200
300 300325
Transferor Notes Debentures Class C LP Units
confidential 20
Compliance
1. Class C LP Units are equity and are treated as such in the revolver but are included in the calculation of leverage in the Debentures and Transferor Notes
2. Aggregate Assets are adjusted by using a capitalization smoothing factor of the 8 most recent quarters. Initially, 4 quarters of history will be deemed based on the Cushman & Wakefield implied cap rate of 6.16% as disclosed in the Prospectus
As at Q3 2013 Unsecured Debenture
TransferorNotes Compliance - Bonds
Leverage Test 1Cons. Indebtedness to Aggregate Assets
<= 65%
Incurrence49% 2
Debt Service Coverage TestConsolidated EBITDA to Debt Service
>= 1.50x
Maintenance3.3x
Equity Maintenance TestUnit holder equity -- --
Unencumbered Asset Value TestUnencumbered Assets to Unsecured Indebtedness
>= 1.50x
Maintenance2.8x
Secured Indebtedness TestCons. Secured Indebtedness to Aggregate Assets
<= 40%Incurrence
0%
Maximum Payout TestRestricted payments -- --
Choice Properties is compliant with the investment policies and operating guidelines set out in the Declaration of Trust, with the specified investment flow-through (SIFT) tax rules, and with the financial covenants in each of its debt agreements as shown below:
21
Experienced Board Of TrusteesTrustees Position/Title Independent Committees Principal Occupation
Galen G. WestonOntario, Canada Chair No — Executive Chairman, Loblaw
Christie J.B. ClarkOntario, Canada Trustee Yes Governance, Compensation
and Nominating Committee Corporate Director
Graeme EadieOntario, Canada Trustee Yes Audit Committee
Senior Vice President, Head of Real Estate Investments for Canada Pension Plan Investment Board
Michelle FelmanConnecticut, United States
Trustee Yes Governance, Compensation and Nominating Committee Consultant, Vornado Realty Trust
Michael P. KittOntario, Canada Trustee Yes
Audit Committee Governance, Compensation and
Nominating Committee
Executive Vice President, Canada for Oxford Properties Group
Daniel F. SullivanOntario, Canada
LeadTrustee Yes
Governance, Compensation and Nominating Committee
(Chair)Corporate Director
Paul R. WeissOntario, Canada Trustee Yes Audit Committee (Chair) Corporate Director
Kerry D. AdamsOntario, Canada Trustee Yes
Audit Committee Governance, Compensation and
Nominating Committee
President, K. Adams and Associates Limited
John MorrisonOntario, Canada
Trustee, President and Chief Executive Officer No — President and Chief Executive Officer
of Choice Properties
Chief Operating Officer
Management
President & CEOJohn Morrison
Chief Financial OfficerBart Munn CA
Jane Marshall
Over 30 years experience in Real EstateFormer President and CEO, Primaris REIT and President, Real Estate Management, Oxford Properties Group
Over 30 years experience in Real Estate
Former CFO, Calloway REIT and Vice President, CFO, Morguard
20 years experience as an executive in Loblaw’s Real Estate division
Former Executive Vice President Loblaw Properties & Business Strategy
18
23
Summary
Solid Q3 2013 financial and operating results that are in line with plan
Acquisition and development programs have commenced
Large, diversified national commercial property portfolio
Future growth opportunities
Investment grade major tenant with highly valuable brands in a stable industry
Outstanding leasing profile
Strong balance sheet, investment grade ratings
Experienced, internal management team, strong Board of Trustees, continuity of operational resources