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Li-FT Power Ltd. — Management Reports 2026
Feb 17, 2026
48303_rns_2026-02-17_0a62eb7d-fc81-46de-ac1a-3aeb685aeae8.pdf
Management Reports
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NEXUS INDUSTRIAL REIT
MANAGEMENT'S DISCUSSION AND ANALYSIS For the three months and year ended December 31, 2022
March 14, 2023
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TABLE OF CONTENTS
| BASIS OF PRESENTATION | 3 |
|---|---|
| FORWARD LOOKING STATEMENTS | 3 |
| NON-IFRS FINANCIAL MEASURES | 3 |
| BUSINESS OVERVIEW AND STRATEGY | 5 |
| HIGHLIGHTS | 5 |
| ACQUISITIONS, DISPOSITIONS AND ASSETS HELD FOR SALE | 6 |
| ACQUISITION OF INCOME-PRODUCING PROPERTIES | 6 |
| ACQUISITION OF PROPERTIES HELD FOR DEVELOPMENT | 7 |
| DISPOSITIONS ASSETS HELD FOR SALE |
7 8 |
| PORTFOLIO OVERVIEW | 8 |
| REIT PROPERTIES BY ASSET CLASS AS AT DECEMBER 31, 2022 | 8 |
| LEASE EXPIRIES | 12 |
| LEASING ACTIVITY DURING THE QUARTER | 13 |
| PROPERTY COMPOSITION DIVERSITY | 13 |
| TOP TEN TENANTS | 14 |
| SUMMARY OF RESULTS | 15 |
| FINANCIAL HIGHLIGHTS | 15 |
| FINANCIAL RESULTS SELECT BALANCE SHEET DATA |
16 19 |
| SELECTED ANNUAL INFORMATION | 20 |
| SUMMARY OF QUARTERLY RESULTS | 20 |
| SAME PROPERTY RESULTS | 21 |
| FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS | 22 |
| AFFO CAPITAL RESERVE | 23 |
| FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES | 24 |
| MORTGAGES PAYABLE | 25 |
| CREDIT FACILITIES | 26 |
| SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES | 27 |
| STANDARDS ISSUED BUT NOT YET EFFECTIVE | 28 |
| DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING | 28 |
| FINANCIAL INSTRUMENTS AND RISKS AND UNCERTAINTIES | 29 |
| COMMITMENTS | 32 |
| OUTSTANDING UNIT DATA | 33 |
| DISTRIBUTIONS | 33 |
| DISTRIBUTION REINVESTMENT PLAN | 34 |
| RELATED PARTY TRANSACTIONS | 34 |
| SUBSEQUENT EVENTS | 35 |
| OUTLOOK | 35 |
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BASIS OF PRESENTATION
The following management's discussion and analysis ("MD&A") of Nexus Industrial REIT ("the REIT") for the year ended December 31, 2022 should be read in conjunction with the REIT's audited consolidated financial statements for the years ended December 31, 2022 and 2021.
The information contained in this MD&A reflects events up to March 14, 2023, the date on which this MD&A was approved by the REIT's Board of Trustees. Financial data included in the tables of this MD&A is presented in thousands of Canadian dollars, except per unit amounts, which is the functional currency of the REIT, and has been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Additional information about the REIT can be accessed at www.sedar.com.
FORWARD LOOKING STATEMENTS
Certain statements contained in this MD&A constitute forward-looking statements which reflect the REIT's current expectations and projections about future results. Often, but not always, forward-looking statements can be identified by the use of words such as "plans", "expects" or "does not expect", "is expected", "estimates", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the REIT to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements, including but not limited to: real property ownership and tenant risk, competition, fixed costs and increased expenses, general uninsured risks, environment and litigation risk, credit risk, liquidity risk, interest rate risk, and the impact of the coronavirus disease 2019 ("COVID-19"). These risks are more fully discussed under Financial Instruments and Risks and Uncertainties in this MD&A. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A. Such forward-looking statements are based on a number of assumptions that may prove to be incorrect.
While the REIT anticipates that subsequent events and developments may cause its views to change, the REIT specifically disclaims any obligation to update these forward-looking statements except as required by applicable law. These forward-looking statements should not be relied upon as representing the REIT's views as of any date subsequent to the date of this MD&A. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The factors identified above are not intended to represent a complete list of the factors that could affect the REIT.
NON-IFRS FINANCIAL MEASURES
Net operating income ("NOI") and same property NOI ("Same Property NOI") are measures of operating performance based on income generated from the properties of the REIT. Management considers these non-IFRS financial measures to be important measures of the REIT's operating performance. Funds from operations ("FFO") is a measure of operating performance based on the funds generated from the business of the REIT before reinvestment or provision for other capital needs. Management considers this non-IFRS financial measure to be an important measure of the REIT's operating performance. Management considers adjusted funds from operations ("AFFO"), a non-IFRS financial measure, to be an important performance measure of recurring economic earnings. Debt to total assets is a capital management measure. The REIT's calculation of Debt includes mortgages payable, Credit Facilities and lease liabilities at their carrying values in the REIT's consolidated statement of financial position. The measure is calculated as Debt divided by the REIT's total assets. The REIT believes the measure is useful in evaluating its degree of financial leverage, borrowing capacity and the relative strength of its balance sheet. Net asset value ("NAV") represents the REIT's total assets less its total liabilities, excluding Class B LP Units, which are accounted for as a liability but are considered as equity by the REIT. NAV per unit represents NAV divided by the number of REIT Units and Class B LP Units outstanding. Management considers NAV per unit, a non-IFRS financial measure, to be an important measure of the REIT's operating performance.
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Normalized FFO and Normalized AFFO are considered important measures which adjust FFO and AFFO, respectively, to exclude the impact of unique or non-recurring items.
NOI, Same Property NOI, FFO, Normalized FFO, AFFO, Normalized AFFO, Debt to total assets and NAV are not measures defined by IFRS, do not have standardized meanings prescribed by IFRS and should not be construed as alternatives to net income, cash generated by (used in) operating activities or other measures of financial performance calculated in accordance with IFRS. NOI, Same Property NOI, FFO, Normalized FFO, AFFO, Normalized AFFO and NAV as computed by the REIT may differ from similar measures as reported by other trusts or companies in similar or different industries.
NOI is used by industry analysts, investors and management to measure operating performance of Canadian real estate investment trusts. NOI represents property revenues less property operating expenses as presented in the consolidated statements of income and comprehensive income prepared in accordance with IFRS. Accordingly, NOI is equivalent to net rental income as presented in the consolidated statements of income and comprehensive income. NOI excludes certain expenses included in the determination of net income such as general and administrative expense, fair value adjustments, income (loss) from equity accounted investment in joint venture, loss on disposal of investment properties, other income, net interest expense and distributions on Class B LP Units.
Same Property NOI is defined as NOI generated from properties which were owned by the REIT throughout an entire reporting period in both the current and comparative periods. Same Property NOI excludes amortization of straight-line rent, tenant incentives and leasing costs, and termination fees and other non-recurring items. Same Property NOI includes vendor rent obligation amounts which are payable from vendors of properties until the buildout of the properties is complete and all tenants are occupying and paying rent. Management considers Same Property NOI to be an important measure of operating performance of the REIT's properties.
The Real Property Association of Canada issued whitepapers on FFO for IFRS and AFFO for IFRS dated February 2017, as amended in February 2018, February 2019 and January 2022 (the "Whitepapers"). The REIT calculates FFO and AFFO in accordance with the Whitepapers.
FFO is defined as net income in accordance with IFRS, excluding gains or losses on sales of investment properties, tax on gains or losses on disposal of properties, transaction costs expensed as a result of acquisitions being accounted for as business combinations, gain from bargain purchase, fair value adjustments of investment properties, unit options, restricted share units and derivative financial instruments, fair value adjustments and other effects of redeemable units classified as liabilities and the Class B LP Units, if any, amortization of right-ofuse assets, lease principal payments, deferred income taxes, and amortization of tenant incentives and leasing costs. FFO also includes adjustments in respect of equity accounted entities for the preceding items. Normalized FFO is defined as FFO, net of adjustments for unique or non-recurring items.
AFFO is defined as FFO subject to certain adjustments, including differences resulting from recognizing ground lease payments and rental income on a straight-line basis, and reserves for normalized maintenance capital expenditures, tenant incentives and leasing costs. Normalized AFFO is defined as AFFO, net of adjustments for unique or non-recurring items.
The diluted weighted average number of units used to calculate diluted FFO per unit and diluted AFFO per unit reflects conversion of all dilutive potential units, represented by unit options, and restricted share units, assuming that unit options and are exercised with the assumed proceeds (comprised of exercise price and any related unrecognized compensation cost) used to purchase units at the average market price during the period.
AFFO payout ratio, and Normalized AFFO payout ratio are calculated as total distributions declared during the period (including distributions declared on Class B LP Units) divided by AFFO, and Normalized AFFO, respectively.
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BUSINESS OVERVIEW AND STRATEGY
Nexus Industrial REIT is an unincorporated, open-ended real estate investment trust governed by the laws of the Province of Ontario pursuant to an amended and restated declaration of trust dated March 7, 2022. The REIT owns and operates commercial real estate properties across Canada.
The strategy of the REIT is to grow by acquiring industrial real estate assets in jurisdictions, potentially including the United States, where opportunities exist to purchase assets on terms such that the acquisitions are expected to be accretive, on a per unit basis, to the AFFO of the REIT. The REIT seeks to identify potential acquisitions using investment criteria that focus on the security of cash flow, potential for capital appreciation, and potential for increasing value through more efficient management of the assets being acquired.
The REIT has a strategic relationship with RFA Capital Partners Inc. ("RFA"), through which the REIT expects to have unique access to properties identified through RFA's expansive network of favourable industry relationships developed through over 25 years of successfully investing in the Canadian real estate industry.
HIGHLIGHTS
- On March 7, 2023, the REIT acquired a newly constructed 532,000 square foot distribution centre located in Casselman, Ontario for \$116.8 million.
- Successfully completed a bought deal financing on December 8, 2022, generating net proceeds of \$80.5 million.
- On November 1, 2022, the REIT acquired a 435,871 square foot portfolio of four industrial properties occupied by a single tenant for \$38.9 million (\$28.5 USD million). Three of the properties are located in Windsor, Ontario and one is located in Tilbury, Ontario.
- Completed \$316.8 million of industrial property acquisitions in 2022; increasing NOI from industrial properties to approximately 88% of NOI in Q4 2022 from 81% of NOI in Q4 2021.
- During 2022, the REIT acquired 80% interests in two development sites in Hamilton, Ontario for \$22.6 million. The REIT anticipates being able to develop approximately 358,000 square feet of class A industrial space on the sites, with construction completion anticipated for early and late 2024.
- Completed the sale of two retail properties for \$12.8 million during Q4 2022 and three properties for \$21.1 million during 2022 generating net proceeds of \$7.7 million for capital recycling.
- On March 1, 2023, the REIT entered into senior unsecured credit facilities totalling \$375 million with threeyear terms (the "Unsecured Facilities"). The Unsecured Facilities are comprised of a \$190 million revolving credit facility, a \$175 million term loan facility and a \$10 million swingline facility. The Unsecured Facilities replaced the REIT's Credit Facility 3.
- Occupancy of 97% at December 31, 2022 was consistent with 97% at September 30, 2022 and increased from 96% at December 31, 2021.
- YTD 2022 net operating income of \$95.8 million increased \$39.9 million or 71.2% as compared to 2021 net operating income of \$56 million. Q4 2022 net operating income of \$25.0 million increased by \$5.9 million or 31% as compared to Q4 2021 net operating income of \$19.1 million and by \$0.08 million or 0.31% as compared to Q3 2022 net operating income of \$24.9 million.
- Q4 2022 Same Property NOI(1) of \$17.7 million increased by \$0.4 million or 2.2% as compared to Q4 2021. The increase is primarily driven by rental steps, CPI increases, new and renewal lease lift at certain of the REIT's industrial properties.
- YTD 2022 results included a \$0.6 million unrealized foreign exchange loss which impacted per unit measures by \$0.007 per unit.
- YTD 2022 Normalized FFO(1) per unit of \$0.807, as compared to \$0.770 for 2021; Q4 2022 Normalized FFO per unit of \$0.203 as compared to \$0.209 for Q3 2022 and \$0.194 for Q4 2021.
- YTD 2022 Normalized AFFO(1) per unit of \$0.698 as compared to \$0.692 for 2021; Q4 2022 Normalized AFFO per unit of \$0.177 as compared to \$0.179 for Q3 2022 and \$0.173 for Q4 2021.
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- YTD 2022 Normalized AFFO payout ratio(1) of 91.7% compared to 94.7% for 2021; Q4 2022 Normalized AFFO payout ratio of 91.3%, as compared to 88.9% for Q3 2022 and 96.5% for Q4 2021.
- NAV(1) per unit of \$12.19 at December 31, 2022 as compared to \$12.45 at September 30, 2022 and \$12.18 at December 31, 2021.
- Debt to Total Assets of 43.7% at December 31, 2022. \$97.5 million of availability on the REIT's lines of credit and \$84.7 million of unencumbered properties.
- (1) See Non-IFRS Financial Measures
ACQUISITIONS, DISPOSITIONS AND ASSETS HELD FOR SALE
ACQUISITION OF INCOME-PRODUCING PROPERTIES
(In thousands of Canadian dollars)
| Property location | Acquisition date |
Gross leasable area ("GLA") |
Contractual purchase price \$ |
Fair value adjustment (note 1) \$ |
Transaction costs | Income- producing properties acquired \$ |
|---|---|---|---|---|---|---|
| Windsor, ON and Tilbury, ON | November 1st | 435,871 | 38,875 | - | 939 | 39,814 |
| Cornwall, ON | September 30 th | 34,800 | 4,850 | - | 127 | 4,977 |
| Baie-D'Urfé, QC | September 8th | 74,681 | 17,800 | - | 485 | 18,285 |
| St-Augustin-de-Desmaures, QC | July 11 th | 94,000 | 18,875 | (460) | 529 | 18,944 |
| Edmonton, AB | March 1st | 72,420 | 14,600 | - | 51 | 14,651 |
| London and Chatham, ON | March 1st | 342,320 | 35,694 | 1,736 | 1,052 | 38,482 |
| Edmonton, AB | February 22 nd | 555,789 | 91,000 | - | 192 | 91,192 |
| Edmonton, AB | February 8 th | 210,429 | 38,161 | - | 154 | 38,315 |
| Mascouche, QC | February 2 nd | 101,315 | 28,914 | - | 976 | 29,890 |
| Regina, SK | January 12th | 179,291 | 28,000 | - | 147 | 28,147 |
| Post-closing adjustments | - | - | - | 2,524 | 2,524 | |
| 2,100,916 | 316,769 | 1,276 | 7,176 | 325,221 |
Note 1 – Fair value adjustment for Class B LP Units issued and mortgages assumed on acquisition.
On November 1, 2022, the REIT acquired a portfolio of four industrial properties with a GLA of 435,871 square feet occupied by a single tenant for \$38.9 million (\$28.5 USD million). Three of the properties are located in Windsor, Ontario and one is located in Tilbury, Ontario.
On September 30, 2022, the REIT acquired a single-tenant industrial property with a GLA of 34,800 square feet located in Cornwall, Ontario for a contractual purchase price of \$4.9 million.
On September 8, 2022, the REIT acquired a single-tenant industrial property with a GLA of 74,681 square feet located in Baie-D'Urfé, Quebec for a contractual purchase price of \$17.8 million.
On July 11, 2022, the REIT acquired a single-tenant industrial property with a GLA of 94,000 square feet located in St-Augustin-de-Desmaures, Quebec for a contractual purchase price of \$18.9 million.
On March 1, 2022, the REIT acquired an industrial property with a GLA of 72,420 square feet located in Edmonton, Alberta for a contractual purchase price of \$14.6 million.
On March 1, 2022, the REIT acquired three industrial properties with a combined GLA of 342,320 square feet, two of which are located in London, Ontario, and one of which is located in Chatham, Ontario, for a contractual purchase price of \$35.7 million. The contractual purchase price was partially satisfied through the issuance of 1,565,394 Class B LP Units at a deemed value of \$11.30 per unit which are convertible to REIT Units on a one-to-one basis with the balance, net of closing adjustments, satisfied in cash. The fair value of the units issued as purchase consideration, on the date of issuance, was measured at the closing price of the REIT's units on March 1, 2022 of \$12.37 per unit. The properties were initially recorded at \$37.4 million, the fair value of the
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consideration paid. The carrying amount of the property was subsequently adjusted to the acquisition date fair value of the property of \$35.7 million.
On February 22, 2022, the REIT acquired two industrial properties with a total GLA of 555,789 square feet located in Edmonton, Alberta for a contractual purchase price of \$91.0 million. Concurrent with the acquisition, the REIT secured a \$60.0 million mortgage financing against the property at 3.18% with a 7-year term.
On February 8, 2022, the REIT acquired a 210,429 square foot industrial warehouse located in Edmonton, Alberta for a contractual purchase price of \$38.2 million. Subsequent to the acquisition, on February 22, 2022, the REIT secured a \$29.5 million mortgage financing against the property at 3.28% with a 10-year term. The property is subject to a ground lease that the REIT valued at \$9.2 million.
On February 2, 2022, the REIT acquired a 101,315 square foot newly constructed distribution centre located in the Montreal, Quebec area for a contractual purchase price of \$28.9 million. Subsequent to the acquisition, on February 22, 2022, the REIT secured a \$20 million mortgage financing against the property at 3.28% with a 10 year term.
On January 12, 2022, the REIT acquired a 179,291 square foot multi-tenant industrial property with 22 acres of excess land located in Regina, Saskatchewan for a contractual purchase price of \$28 million.
ACQUISITION OF PROPERTIES HELD FOR DEVELOPMENT
On July 18, 2022, the REIT acquired an 80% interest in land located in Hamilton, Ontario for a contractual purchase price of \$4.8 million. Transaction costs of \$0.4 million were incurred in connection with this acquisition. The development is partially owned and managed by entities controlled by RFA, an entity related to a trustee of the REIT. The REIT anticipates being able to develop an approximately 115,000 square foot class A industrial building on the site. Construction costs are estimated at \$17 million with construction completion scheduled for early 2024.
On June 22, 2022, the REIT acquired an 80% interest in land located in Hamilton, Ontario for a contractual purchase price of \$17.8 million. Transaction costs of \$0.8 million were incurred in connection with this acquisition. The development is partially owned and managed by entities controlled by RFA, an entity related to a trustee of the REIT. Pursuant to the acquisition the vendor provided financing in the amount of \$15.4 million repayable within 18 to 24 months. The REIT anticipates being able to develop an approximately 250,000 square foot class A industrial building on the site. Construction costs are estimated at \$42 million with construction completion scheduled for late 2024.
DISPOSITIONS
On December 19, 2022, the REIT sold a retail property located in Charlottetown, Prince Edward Island for a selling price of \$0.96 million. Net of selling costs of \$0.06 million, the REIT received net cash proceeds of \$0.9 million. Upon the sale, a ground lease asset of \$0.9 million and an associated lease liability of \$1.0 million were derecognized. The sale generated a gain on disposal of \$0.03 million.
On October 4, 2022, the REIT sold a retail property located in Longueuil, Quebec for a selling price of \$11.9 million. Net of selling costs of \$0.4 million and the assumption by the purchaser of a \$8.3 million mortgage against the property, the REIT received net cash proceeds of \$3.2 million. The sale generated a loss on disposal of \$0.5 million, including the derecognition of a straight-line rent asset in the amount of \$0.08 million.
On August 3, 2022, the REIT sold a property located in Châteauguay, Quebec for a selling price of \$8.3 million. Net of selling costs of \$0.3 million and the assumption by the purchaser of the \$4.4 million mortgage against the property, the REIT received net cash proceeds of \$3.6 million. Selling costs on the sale of the property generated a loss on disposal of \$0.3 million.
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ASSETS HELD FOR SALE
As part of its capital-recycling program, the REIT intends to sell four non-industrial properties with a carrying value of \$70.9 million, as at December 31, 2022. All properties are being marketed for sale.
PORTFOLIO OVERVIEW
REIT PROPERTIES BY ASSET CLASS AS AT DECEMBER 31, 2022
| Property Address | GLA (Square Feet) |
GLA (Square Feet) At REIT Ownership Interest |
Occupancy | |
|---|---|---|---|---|
| INDUSTRIAL | ||||
| British Columbia | ||||
| 1 | 988 Great St, Prince George | 53,126 | 53,126 | 100% |
| 2 | 965 McMaster Way, Kamloops | 13,706 | 13,706 | 100% |
| 3 | 9929 Swanson St, Fort St. John | 26,477 | 26,477 | 100% |
| 4 | 1771 Savage Rd, Richmond (2) (4) | 60,836 | 60,836 | 57% (3) |
| 154,145 | 154,145 | 83% | ||
| Alberta | ||||
| 5 | 4700 & 4750 – 102 Ave, SE, Calgary | 29,471 | 29,471 | 100% |
| 6 | th Ave, SE, Calgary 3780 & 4020 – 76 |
58,937 | 58,937 | 100% |
| 7 | 41 Royal Vista Dr, NW, Calgary | 36,915 | 36,915 | 31% |
| 8 | 8001 – 99 St, Clairmont | 26,638 | 26,638 | 100% |
| 9 | 12104 & 12110 – 17th St, NE, Edmonton | 116,582 | 116,582 | 100% |
| 10 | 14801 – 97th St, Grande Prairie | 42,120 | 42,120 | 100% |
| 11 | 3501 Giffen Rd North & 3711 – 36 St North, Lethbridge | 229,000 | 229,000 | 100% |
| 12 | 5406 – 59th Ave, Lloydminster | 12,425 | 12,425 | 100% |
| 13 | 4301 – 45 Ave, Rycroft | 22,110 | 22,110 | 100% |
| 14 | 2301 – 8 St, Nisku | 21,506 | 21,506 | 100% |
| 15 | 2303A – 8 St, Nisku | 39,649 | 39,649 | 100% |
| 16 | 1010 Brier Park Dr, Medicine Hat | 14,354 | 14,354 | 100% |
| 17 | 27323 – 144 Township Rd 394, Blackfalds | 25,000 | 25,000 | 100% |
| 18 | 261177-261185 Wagon Wheel Way, Balzac | 95,180 | 95,180 | 100% |
| 19 | 9110 – 23 Ave NW, Edmonton | 72,356 | 72,356 | 100% |
| 20 | 11510 – 168 St NW, Edmonton | 35,800 | 35,800 | 56% |
| 21 | 6777 Edgar Industrial Dr, Red Deer | 153,052 | 153,052 | 100% |
| 22 | 10774 – 42 St E, Calgary | 165,418 | 165,418 | 100% |
| 23 | 12745 – 149 St NW, Edmonton | 104,727 | 104,727 | 100% |
| 24 | 14504-14598 – 121A Ave NW, Edmonton | 210,750 | 210,750 | 100% |
| 25 | 7740 – 40 Ave, Red Deer | 189,625 | 189,625 | 100% |
| 26 | 502-25 Ave, Nisku | 141,930 | 141,930 | 100% |
| 27 | 2039 Airport Perimeter Road, Edmonton | 210,249 | 210,249 | 100% |
| 28 | 18403 – 18439 104 Ave NW, Edmonton | 72,420 | 72,420 | 100% |
| 29 | 14711 128 Ave, Edmonton | 54,510 | 54,510 | 100% |
| 30 | 11250 189 Street NW, Edmonton | 501,279 | 501,279 | 100% |
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| Property Address | GLA (Square Feet) |
GLA (Square Feet) At REIT Ownership Interest |
Occupancy | |
|---|---|---|---|---|
| 2,682,003 | 2,682,003 | 98% | ||
| Northwest Territories | ||||
| 31 | 348-352 Old Airport Rd, Yellowknife | 53,212 | 53,212 | 100% |
| Saskatchewan | ||||
| 32 | 110 – 71st St, Saskatoon | 74,796 | 74,796 | 100% |
| 33 | 15 Peters Ave, Saskatoon | 38,160 | 38,160 | 100% |
| 34 | 1414 Fletcher Rd, Saskatoon | 86,000 | 86,000 | 100% |
| 35 | th Ave, NE, Moose Jaw 850 Manitoba St E & 15 – 9 |
18,800 | 18,800 | 100% |
| 36 | 4271 – 5 Ave E, Prince Albert | 24,600 | 24,600 | 100% |
| 37 | 1117 -1135 Pettigrew Ave, Regina | 38,690 | 38,690 | 51% |
| 38 | 320 Industrial Dr, Regina | 60,000 | 60,000 | 100% |
| 39 | 332 Industrial Dr, Regina | 85,660 | 85,660 | 100% |
| 40 | 101 Jahn St, Estevan | 11,846 | 11,846 | 100% |
| 41 | 2101 Fleming Rd, Regina | 1,029,675 | 1,029,675 | 100% |
| 42 | 855 Park St, Regina | 179,291 | 179,291 | 100% |
| 1,647,518 | 1,647,518 | 99% | ||
| Manitoba | ||||
| 43 | 97 Nicola Dr, Headingley | 40,050 | 40,050 | 100% |
| Ontario | ||||
| 44 | 455 Welham Rd, Barrie | 109,366 | 109,366 | 100% |
| 45 | 200 Sheldon Dr, Cambridge | 150,000 | 150,000 | 100% |
| 46 | 241-377 Fairall St, 332-360 Frankcom St & 97-121 McMaster Ave, Ajax (1) |
483,359 | 241,680 | 100% |
| 47 | 1000 Clarke Rd, London | 223,190 | 223,190 | 100% |
| 48 | 1020 Adelaide St S, London | 265,786 | 265,786 | 99% |
| 49 | 1036 Green Valley Rd, London | 136,237 | 136,237 | 100% |
| 50 | 1285 Hubrey Rd, London | 199,766 | 199,766 | 100% |
| 51 | 375 Exeter Rd, London | 220,339 | 220,339 | 100% |
| 52 | 5 Cuddy Blvd, London | 146,945 | 146,945 | 100% |
| 53 | 70 Dennis Rd, St. Thomas | 130,500 | 130,500 | 100% |
| 54 | 446 Jutras Dr S, Windsor | 120,000 | 120,000 | 100% |
| 55 | 490 Richard Ruston Dr, Windsor | 101,073 | 101,073 | 100% |
| 56 | 1040 Wilton Grove Rd, London | 383,289 | 383,289 | 100% |
| 57 | 1950 Oxford St E, London | 99,367 | 99,367 | 100% |
| 58 | 650 Riverview Dr, Chatham | 293,146 | 293,146 | 98% |
| 59 | 980 Green Valley Rd, London | 38,000 | 38,000 | 100% |
| 60 | 1005 Adelaide St South, London | 18,380 | 18,380 | 100% |
| 61 | 1540 South Service Rd, Hamilton (5) | - | - | 0% (5) |
| 62 | 190 Glover Rd, Hamilton (5) | - | - | 0% (5) |
| 63 | 605 Boundary Rd, Hamilton | 34,800 | 34,800 | 100% |
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| Property Address | GLA (Square Feet) |
GLA (Square Feet) At REIT Ownership Interest |
Occupancy | |
|---|---|---|---|---|
| 64 | 5250 Outer Dr, Windsor | 132,976 | 132,976 | 100% |
| 65 | 5245 Burke St, Windsor | 125,701 | 125,701 | 100% |
| 66 | 418 Silvercreek Industrial Dr, Windsor | 97,185 | 97,185 | 100% |
| 67 | 24 Industrial Park Rd, Tilbury | 79,846 | 79,846 | 100% |
| 3,589,251 | 3,347,572 | 100% | ||
| Québec | ||||
| 68 | 935-965 rue Reverchon, Saint-Laurent | 113,892 | 113,892 | 100% |
| 69 | 1901 rue Dickson / 5780 rue Ontario Est, Montréal | 91,068 | 91,068 | 100% |
| 70 | 6810 boul. Des Grandes Prairies, Montréal | 60,786 | 60,786 | 100% |
| 71 | 3330 2e rue, Saint-Hubert | 60,441 | 60,441 | 100% |
| 72 | 3550 1ère rue, Saint-Hubert | 22,428 | 22,428 | 100% |
| 73 | 3600 1ère rue, Saint-Hubert | 38,629 | 38,629 | 100% |
| 74 | 3490-3504 rue Griffith, Saint-Laurent | 40,665 | 40,665 | 100% |
| 75 | 425 rue Guy, Montréal (1) | 37,153 | 18,577 | 89% |
| 76 | 2400 Trans-Canada Highway, Pointe-Claire | 309,000 | 154,500 | 100% |
| 77 | 1251 rue Louis-Bleriot, Mascouche | 101,315 | 101,315 | 100% |
| 78 | 50 rue de Lisbonne, St-Augustin-de-Desmaures | 94,000 | 94,000 | 100% |
| 79 | 21800 Clark-Graham, Baie-D'Urfé | 74,681 | 74,681 | 100% |
| 1,044,058 | 870,982 | 100% | ||
| New Brunswick | ||||
| 80 | 675 St-George Blvd, Moncton | 93,443 | 93,443 | 100% |
| 81 | 10 Deware Dr, Moncton | 226,135 | 226,135 | 100% |
| 82 | 775 Frenette, Ave, Moncton | 124,655 | 124,655 | 100% |
| 444,233 | 444,233 | 100% | ||
| Total Industrial | 9,654,470 | 9,239,715 | 99% | |
| RETAIL | ||||
| British Columbia | ||||
| 1751 Savage Rd, Richmond (2) (4) | 111,274 | 111,274 | 100% | |
| Québec | ||||
| 83 | 1094-1100 boul. Des Chutes, Beauport (1) | 32,406 | 16,203 | 94% |
| 84 | 1700 rue Sherbrooke, Magog (1) | 133,710 | 66,855 | 81% |
| 85 | 1971 rue Bilodeau, Plessisville (1) | 99,706 | 49,853 | 92% |
| 86 | 14000 boul. Henri-Bourassa, Québec City (1) | 44,619 | 22,310 | 100% |
| 87 | 6700 rue St-Georges, Lévis (1) | 43,218 | 21,609 | 69% |
| 88 | 10516 boul. Sainte-Anne, Ste-Anne-de-Beaupré (1) | 88,671 | 44,336 | 84% |
| 89 | 9550 boul. L'Ormière, Québec (1) | 114,602 | 57,301 | 94% |
| 90 | 333 Côte Joyeuse, St-Raymond (1) | 64,481 | 32,241 | 85% |
| 91 | 161 Route 230 Ouest, La Pocatière (1) | 207,586 | 103,793 | 72% |
{10}------------------------------------------------
| Property Address | GLA (Square Feet) |
GLA (Square Feet) At REIT Ownership Interest |
Occupancy | |
|---|---|---|---|---|
| 92 | 25 Route 138, Forestville (1) | 55,962 | 27,981 | 87% |
| 93 | 2000 boul. Louis-Fréchette, Nicolet (1) | 88,383 | 44,192 | 93% |
| 94 | 3856 boul. Taschereau, Greenfield Park (1) | 213,982 | 106,991 | 99% |
| 95 | 250 boul. Fiset, Sorel (1) | 116,348 | 58,174 | 100% |
| 96 | 8245 boul. Taschereau, Brossard (1) | 43,234 | 21,617 | 100% |
| 97 | 340 rue Belvédère Sud, Sherbrooke (1) | 172,964 | 86,482 | 90% |
| 98 | 401-571 boul. Jutras Est, Victoriaville | 380,384 | 380,384 | 90% |
| 99 | 7500 boul. Les Galeries d'Anjou, Anjou (1) | 105,816 | 52,908 | 91% |
| 2,006,072 | 1,193,230 | 89% | ||
| Total Retail | 2,117,346 | 1,304,504 | 90% | |
| OFFICE | ||||
| Québec | ||||
| 100 | 2045 rue Stanley, Montréal (1) (6) | 112,493 | 56,247 | 95% |
| 101 | 72 rue Laval, Gatineau (1) | 68,358 | 34,179 | 100% |
| 102 | 10500 Ave Ryan, Dorval | 52,372 | 52,372 | 100% |
| 103 | 955 boul. Michèle-Bohec, Blainville | 33,461 | 33,461 | 100% |
| 104 | 1600 rue Montgolfier, Laval | 27,097 | 27,097 | 100% |
| 105 | 353 rue St-Nicolas, Montréal (1) | 34,425 | 17,213 | 69% |
| 106 | 410 rue St-Nicolas, Montréal (1) | 154,684 | 77,342 | 75% |
| 107 | 360 rue Notre-Dame Ouest, Montréal (1) | 29,442 | 14,721 | 86% |
| 108 | 321 rue de la Commune, Montréal (1) | 11,502 | 5,751 | 100% |
| 109 | 329 rue de la Commune, Montréal (1) | 21,026 | 10,513 | 97% |
| 110 | 127, 137 & 145 rue St-Pierre, Montréal (1) | 35,772 | 17,886 | 93% |
| 111 | 63 rue des Brésoles, Montréal (1) | 39,317 | 19,659 | 100% |
| 619,949 | 366,441 | 92% | ||
| New Brunswick | ||||
| 112 | 400 Main St, St. John | 159,989 | 159,989 | 65% |
| Total Office | 779,938 | 526,430 | 84% | |
| Total Portfolio (7) | 12,551,754 | 11,070,649 | 97% |
(1) The REIT owns a 50% interest in these properties.
(2) Property is currently being redeveloped to higher yielding uses.
(3) As at December 31, 2022 the REIT is negotiating a lease amendment with the tenant to occupy 100% of 1771 Savage Road on a revised timeline.
(4) This is a mixed-use property with two buildings.
(5) As at December 31, 2022, 1540 South Service Road and 190 Glover Road are held for development. The REIT owns an 80% interest in these properties.
(6) Property is accounted for as an equity investment in joint venture.
(7) The REIT also holds a 22% interest in a development property (844 Glancaster Rd, Hamilton) that is accounted for as an investment in a financial asset.
{11}------------------------------------------------
LEASE EXPIRIES
| 2023 | 2024 | 2025 | 2026 | 2027 | 2028+ | Total |
|---|---|---|---|---|---|---|
| 25,339 13.72 |
246,772 19.18 |
549,798 12.45 |
219,267 17.23 |
118,454 7.76 |
1,481,144 8.53 |
2,640,774 11.08 |
| 100% | ||||||
| - | 1,628,468 | |||||
| - | 9.27 100% |
|||||
| 3,339,138 | ||||||
| 5.96 | 6.74 | 6.49 | 6.84 | 10.64 | 6.39 | 6.50 |
| 12% | 13% | 9% | 17% | 1% | 48% | 100% |
| 27,264 | 49,979 | 106,390 | 8,354 | 129,848 | 547,094 | 868,928 |
| 7.19 | 5.89 | 7.10 | 7.15 | 11.55 | 14.10 | 12.11 |
| 3% | 6% | 12% | 1% | 15% | 63% | 100% |
| 40,003 | 39,600 | 160,361 | 40,050 | - | 385,307 | 665,321 |
| - | 13.04 100% |
|||||
| 9,142,629 | ||||||
| 8.56 | 10.85 | 9.80 | 10.24 | 9.21 | 8.90 | 9.32 |
| 6% | 9% | 14% | 9% | 4% | 58% | 100% |
| 1,177,863 | ||||||
| 16% | 15% | 14% | 10% | 9% | 36% | 100% |
| 439,931 100% |
||||||
| 10,760,422 100% |
||||||
| 1% 36,499 11.02 2% 399,500 29.99 6% 528,605 186,592 99,989 23% 815,185 8% |
9% 84,928 10.16 5% 434,938 11.93 6% 856,217 179,930 41,133 9% 1,077,279 10% |
21% 168,996 9.30 10% 298,847 9.14 24% 1,284,392 163,814 45,957 10% 1,494,163 14% |
8% 0% 570,675 21.00 6% 838,346 121,615 47,938 11% 1,007,899 9% |
4% 76,710 7.08 5% 20,700 0% 345,712 106,570 41,248 9% 493,530 5% |
57% 1,261,335 9.29 78% 1,614,478 12.19 58% 5,289,358 419,342 163,668 38% 5,872,368 54% |
| Expiring Annual Base Rent | ||||
|---|---|---|---|---|
| \$ millions | ||||
| 2023 | 8.1 | 7.6% | ||
| 2024 | 12.9 | 12.2% | ||
| 2025 | 14.6 | 13.8% | ||
| 2026 | 10.6 | 10.0% | ||
| 2027 | 5.1 | 4.8% | ||
| 2028+ | 54.8 | 51.6% | ||
| 106.1 | 100.0% |

{12}------------------------------------------------
LEASING ACTIVITY DURING THE QUARTER
INDUSTRIAL
| CURRENT AND FUTURE EXPIRIES | ||
|---|---|---|
| Rental rate | ||
| GLA | growth (%) | |
| ONTARIO | 1,200 | 71% |
| QUEBEC | 31,375 | 63% |
| TOTAL | 32,575 | 63% |
| VACANT SPACE | ||
|---|---|---|
| Rental rate | ||
| GLA | growth (%) (1) | |
| ALBERTA | 11,308 | -30% |
(1) rental growth over existing weighted average in-place rent of property
During the quarter, the REIT renewed 1,200 square feet of its remaining 2022 expiries for a three-year term with annual rental increases. The remaining 15,829 square feet was vacated by the existing tenant and is actively being marketed. The REIT early renewed 31,375 square feet of Quebec industrial space for a weighted average 2.7 year term with annual rental increases. The REIT leased 11,308 square feet of vacant space with a five-year term and annual rental increases.
PROPERTY COMPOSITION DIVERSITY
GEOGRAPHIC MIX (Q4 NOI)

ASSET CLASS MIX (Q4 NOI)

{13}------------------------------------------------
TOP TEN TENANTS
| Tenant | % of Annualized Base Rent |
|
|---|---|---|
| 1 | Loblaws | 12.5% |
| 2 | Westcan Bulk Transport | 5.6% |
| 3 | Sobeys | 3.8% |
| 4 | MTE Logistix | 3.7% |
| 5 | Valard Construction | 2.7% |
| 6 | Mastec Canada | 2.6% |
| 7 | AP Plasman | 2.6% |
| 8 | Peavey Industries | 2.5% |
| 9 | Triple M Housing | 2.0% |
| 10 | Acropolis Warehousing | 1.9% |
| 39.9% |
{14}------------------------------------------------
SUMMARY OF RESULTS
FINANCIAL HIGHLIGHTS
(In thousands of Canadian dollars, except per unit amounts)
| Three months ended December 31, |
Year ended December 31, |
|||||
|---|---|---|---|---|---|---|
| 2022 | 2021 | Change | 2022 | 2021 | Change | |
| \$ | \$ | \$ | \$ | \$ | \$ | |
| Property revenues | 36,856 | 27,537 | 9,319 | 137,121 | 83,559 | 53,562 |
| Net operating income (NOI) | 24,949 | 19,071 | 5,878 | 95,808 | 55,952 | 39,856 |
| Funds from operations (FFO) (1) | 16,753 | 14,079 | 2,674 | 63,837 | 39,658 | 24,179 |
| Normalized FFO (1) (2) | 16,516 | 13,288 | 3,228 | 63,969 | 39,954 | 24,015 |
| Adjusted funds from operations (AFFO) (1) | 14,632 | 12,619 | 2,013 | 55,232 | 35,646 | 19,586 |
| Normalized AFFO (1) (2) | 14,395 | 11,828 | 2,567 | 55,364 | 35,942 | 19,422 |
| Same Property NOI (1) | 17,681 | 17,299 | 382 | 39,157 | 39,406 | (249) |
| Distributions declared (3) | 13,137 | 11,419 | 1,718 | 50,756 | 34,025 | 16,731 |
| Weighted average units outstanding (000s): | ||||||
| Basic (4) | 81,494 | 68,508 | 12,986 | 79,287 | 51,914 | 27,373 |
| Diluted (4) | 81,596 | 68,695 | 12,901 | 79,389 | 52,066 | 27,323 |
| Per unit amounts: | ||||||
| Distributions per unit – basic (3) (4) | 0.161 | 0.167 | (0.006) | 0.640 | 0.655 | (0.015) |
| Distributions per unit – diluted (3) (4) | 0.161 | 0.166 | (0.005) | 0.639 | 0.653 | (0.014) |
| FFO per unit – basic (1) (4) | 0.206 | 0.206 | - | 0.805 | 0.764 | 0.041 |
| FFO per unit – diluted (1) (4) | 0.205 | 0.205 | - | 0.804 | 0.762 | 0.042 |
| Normalized FFO per unit – basic (1) (2) (4) | 0.203 | 0.194 | 0.009 | 0.807 | 0.770 | 0.037 |
| Normalized FFO per unit – diluted (1) (2) (4) | 0.202 | 0.193 | 0.009 | 0.806 | 0.767 | 0.038 |
| AFFO per unit – basic (1) (4) | 0.180 | 0.184 | (0.004) | 0.697 | 0.687 | 0.010 |
| AFFO per unit – diluted (1) (4) | 0.179 | 0.184 | (0.004) | 0.696 | 0.685 | 0.011 |
| Normalized AFFO per unit – basic (1) (2) (4) | 0.177 | 0.173 | 0.004 | 0.698 | 0.692 | 0.006 |
| Normalized AFFO per unit – diluted (1) (2) (4) | 0.176 | 0.172 | 0.004 | 0.697 | 0.690 | 0.007 |
| NAV per unit (1) | 12.19 | 12.18 | 0.01 | 12.19 | 12.18 | 0.01 |
| AFFO payout ratio – basic (1) (3) | 89.8% | 90.5% | (0.7%) | 91.9% | 95.5% | (3.6%) |
| Normalized AFFO payout ratio – basic (1) (2) (3) | 91.3% | 96.5% | (5.2%) | 91.7% | 94.7% | (3.0%) |
| Debt to total assets ratio | 43.7% | 41.0% | 2.7% | 43.7% | 41.0% | 2.7% |
- (1) See Non-IFRS Financial Measures.
- (2) Normalized FFO and Normalized AFFO include adjustments for vendor rent obligation amounts related to the REIT's Richmond, BC and Ajax properties, which are payable from the vendors of the properties until the buildout of the properties are complete and all tenants are occupying and paying rent. The vendor rent obligation amount is not included in NOI for IFRS accounting purposes. Normalized FFO and Normalized AFFO exclude amounts recorded in other income related to estimated future vendor rent obligation amounts. For the year ended December 31, 2021, normalized FFO and AFFO are also adjusted to exclude \$0.2 million of one-time TSX listing fees related to graduation to the TSX, which are included in general and administrative expense in that period.
- (3) Includes distributions payable to holders of Class B LP Units which are accounted for as finance expense in the consolidated financial statements.
- (4) Weighted average number of units includes Class B LP Units.
{15}------------------------------------------------
FINANCIAL RESULTS
| Three months ended December 31, |
Year ended December 31, |
|||||
|---|---|---|---|---|---|---|
| 2022 \$ |
2021 \$ |
Change \$ |
2022 \$ |
2021 \$ |
Change \$ |
|
| Property revenues Property expenses |
36,856 (11,907) |
27,537 (8,466) |
9,319 (3,441) |
137,121 (41,313) |
83,559 (27,607) |
53,562 (13,706) |
| Net operating income (NOI) | 24,949 | 19,071 | 5,878 | 95,808 | 55,952 | 39,856 |
| General and administrative expense | (1,492) | (1,442) | (50) | (6,517) | (4,855) | (1,662) |
| Fair value adjustments: Investment properties Class B LP Units Unit options Restricted share units Derivative financial instruments Investments Income from equity accounted investment in joint venture Loss on disposal of investment properties Unrealized foreign exchange loss Other income |
(8,092) (26,554) (230) (119) 163 3,500 1,913 (455) 142 849 |
32,026 1,765 24 9 534 - 139 (497) - 1,402 |
(40,118) (28,319) (254) (128) (371) 3,500 1,774 42 142 (553) |
(12,605) 61,658 378 250 17,528 3,500 1,797 (710) (634) 2,586 |
132,396 (71,339) (1,774) (309) 4,920 - 917 (592) - 2,384 |
(145,001) 132,997 2,152 559 12,608 3,500 880 (118) (634) 202 |
| (5,426) | 53,031 | (58,457) | 163,039 | 117,700 | 45,339 | |
| Finance expense Net interest expense Distributions on Class B LP Units |
(8,193) (3,272) (11,465) |
(5,302) (2,969) (8,271) |
(2,891) (303) (3,194) |
(29,120) (13,051) (42,171) |
(15,218) (8,943) (24,161) |
(13,902) (4,108) (18,010) |
| Net income (loss) | (16,891) | 44,760 | (61,651) | 120,868 | 93,539 | 27,329 |
For the three months ended December 31, 2022, NOI of \$24.9 million was \$5.9 million higher than Q4 2021 NOI of \$19.1 million. Acquisitions since September 30, 2021 generated \$5.6 million of incremental NOI in Q4 2022 as compared to Q4 2021. Incremental rental income from the completion of an expansion at the REIT's Ajax property increased Q4 2022 NOI by \$0.1 million as compared to Q4 2021. Q4 2022 Same Property NOI increased \$0.4 million as compared to Q4 2021, primarily driven by rental steps and CPI increases at certain of the REIT's industrial properties as well as new and renewal lease lift. Straight-line rents also contributed \$0.4 million to the increase over Q4 2021, driven primarily by newly acquired properties with steps in rent. Amortization of tenant incentives and leasing costs increased \$0.1 million over Q4 2021 reducing NOI. Termination fees also increased slightly over Q4 2021. The disposal of two investment properties in 2021 and three in 2022 reduced NOI by \$0.4 million.
For the year ended December 31, 2022, NOI of \$95.8 million was \$39.9 million higher than prior year NOI of \$55.9 million. Acquisitions completed since December 31, 2020 generated \$38.2 million of incremental NOI. Incremental rental income from the completion of an expansion at the REIT's Ajax property increased NOI by \$0.4 million as compared to the prior year period. Same Property NOI for the year ended December 31, 2022 decreased \$0.3 million as compared to the prior year period, primarily driven by vacancy at one of the REIT's office properties (\$0.4 million) and an industrial property (\$0.3 million), partially offset by rental steps and CPI increases at certain of the REIT's industrial properties as well as new and renewal lease lift. The disposal of two investment properties in 2021 and three in 2022 reduced NOI by \$0.8 million. Straight-line rents also contributed \$2.6 million to the increase over the prior year, driven primarily by newly acquired properties with steps in rent. Amortization of tenant incentives and leasing costs increased \$0.3 million over the prior year period reducing NOI. Termination fee revenue also increased \$0.1 million over the prior year.
General and administrative expense of \$1.5 million for the three months ended December 31, 2022 increased by \$0.05 million over the same period of 2021 primarily due to staffing related costs and trustee fees.
{16}------------------------------------------------
General and administrative expense of \$6.5 million for the year ended December 31, 2022 increased by \$1.7 million over the same period of 2021 primarily due a \$1.8 million increase in staffing related costs and trustee fees. Offsetting this was a \$0.1 million reduction in TSX fees as 2021 was impacted by one-time TSX listing fees relating to the REIT's TSX graduation.
The fair value adjustment of investment properties of \$8.1 million for the three months ended December 31, 2022 reflects \$67.0 million of fair value write-downs primarily related to capitalization rate expansion for certain industrial properties (\$64.7 million), retail properties (\$0.9 million) and office properties (\$1.4 million) and \$0.9 million of transaction costs. During the quarter, \$1.1 million of capital expenditures were also fair valued to zero. Partially offsetting were \$62.0 million of fair value gains recognized for changes in stabilized NOI assumptions and other adjustments. Assets held for sale were written down by \$1.0 million due to capitalization rate expansion.
The fair value adjustment of investment properties of \$12.6 million for the year ended December 31, 2022 reflects \$98.4 million of fair value write-downs primarily related to capitalization rate expansion for certain industrial properties (\$97.2 million), retail properties (\$3.7 million) and office properties (\$4.4 million). \$8.4 million of fair value losses related to transaction costs and acquisition accounting adjustments on properties acquired during the year with Class B LP Units issued as consideration or mortgages assumed. \$1.8 million of capital expenditures were also fair valued to zero. Partially offsetting were \$89.5 million of fair value gains recognized for changes in stabilized NOI assumptions and a \$11.2 million gain for other value adjustments including development potential at one recently acquired industrial property. Assets held for sale were written down by \$4.6 million due to capitalization rate expansion.
Fair value adjustments of Class B LP Units are driven by changes in the trading price of REIT Units into which the Class B LP Units are exchangeable. The trading price of the REIT's units as at December 31, 2022 was \$9.64 as compared to \$8.36 as at September 30, 2022 and \$12.62 per unit as at December 31, 2021. As at December 31, 2022, 20,317,090 Class B LP Units were outstanding.
Fair value adjustments of unit options are impacted primarily by changes in the trading price of the REIT Units relative to the strike price of the unit options and by the number of unit options outstanding, as well as by changes in interest rates and the expected remaining life of unit options. The trading price of the REIT's Units and the number of unit options outstanding accounted for most of the change in fair value during the quarter.
Fair value gains on derivative financial instruments of \$0.2 million and \$17.5 million were recorded for the threemonth period and year ended December 31, 2022, respectively. The fair value gains were due to increases in interest rates, which impacted the fair value of interest rate swaps that the REIT is a party to. The interest rate swaps effectively fix interest rates on \$65 million drawn on one of the REIT's Credit Facilities and \$181.3 million of floating rate mortgages.
The REIT recognized \$0.1 million of unrealized foreign exchange gain and \$0.6 million of unrealized foreign exchange loss on other liabilities denominated in US dollars for the three-month period and year ended December 31, 2022, respectively.
Income from equity accounted investment in joint venture of \$1.9 million for three months ended December 31, 2022 is comprised primarily of the REIT's share of \$0.5 million of NOI from the joint venture investment property and a fair value gain of \$3.5 million related to the investment property owned by joint venture, partially offset by \$0.2 million of interest and general and administrative expense.
Income from equity accounted investment in joint venture of \$1.8 million for year ended December 31, 2022 is comprised primarily of the REIT's share of \$2.0 million of NOI from the joint venture investment property, a fair value gain of \$1.1 million to mark to market interest rate swaps in place at the joint venture and a fair value loss of \$1.1 million related to the investment property owned by the joint venture, partially offset by \$0.7 million of interest and general and administrative expense.
Other income of \$0.85 million for the three months ended December 31, 2022 consists of vendor rent obligation of \$0.8 million and debt guarantee fees of \$0.05 million. During the period, the estimated vendor rent obligation related to the REIT's Richmond, BC property was reassessed, and an accrual was made for four additional months of vendor rent obligation. \$0.05 million of debt guarantee fees were earned in the period relating to a guarantee provided by a subsidiary of the REIT of debt secured by land that the REIT shares an interest in.
{17}------------------------------------------------
Other income of \$2.6 million for the year ended December 31, 2022 consists of vendor rent obligation of \$2.4 million and debt guarantee fees of \$0.2 million.
Net interest expense of \$8.2 million for the three months ended December 31, 2022 increased by \$3.0 million over the same period in 2021 primarily due to interest expense related to new mortgage financing to fund acquisitions.
Net interest expense of \$29.1 million for the year ended December 31, 2022 increased by \$13.9 million over the same period in 2021 primarily due to interest expense related to new mortgage financing to fund acquisitions.
Distributions on Class B LP Units for the three months ended December 31, 2022 of \$3.3 million increased by \$0.3 million as compared to the same period of 2021. The increase is due to a higher number of Class B LP Units outstanding resulting from Class B LP Units being issued as partial purchase consideration on certain acquisitions and for the settlement of contractual obligations.
Distributions on Class B LP Units for the year ended December 31, 2022 of \$13.1 million increased by \$4.1 million as compared to the same period of 2021. The increase is due to a higher number of Class B LP Units outstanding resulting from Class B LP Units being issued as partial purchase consideration on certain acquisitions and for the settlement of contractual obligations.
Nexus Industrial REIT 18 MD&A – Q4 2022
{18}------------------------------------------------
SELECT BALANCE SHEET DATA
| (In thousands of Canadian dollars) | December 31, 2022 \$ |
December 31, 2021 \$ |
|---|---|---|
| Investment properties Cash |
1,822,639 11,533 |
1,545,866 82,279 |
| Total assets | 1,967,501 | 1,658,157 |
| Non-current: | ||
| Mortgages payable Credit Facilities Lease liabilities |
633,624 112,532 10,495 |
553,011 64,713 3,597 |
| Class B LP Units | 195,857 | 248,150 |
| Total non-current liabilities | 962,083 | 881,453 |
| Current: | ||
| Mortgages payable | 70,410 | 58,152 |
| Lease liabilities Liabilities associated with assets held for sale |
46 32,891 |
73 - |
| Total current liabilities | 132,878 | 87,220 |
| Total liabilities | 1,094,961 | 968,673 |
| Total unitholders' equity | 872,540 | 689,484 |
| NAV per unit | ||
| (In thousands of Canadian dollars, except per unit amounts) | December 31, 2022 |
December 31, 2021 |
| NAV per unit (1) | \$ | \$ |
| Total assets Less: Total liabilities |
1,967,501 (1,094,961) |
1,658,157 (968,673) |
| 872,540 | 689,484 | |
| Add: Class B LP Units Net asset value (NAV) |
195,857 1,068,397 |
248,150 937,634 |
| Units outstanding (000s) – basic: |
||
| REIT Units Class B LP Units |
67,323 20,317 |
57,303 19,662 |
| 87,640 | 76,965 | |
| NAV per unit – basic |
12.19 | 12.18 |
(1) See Non-IFRS Financial Measures.
The REIT's NAV per unit as at December 31, 2022 was \$12.19 as compared to \$12.18 as at December 31, 2021. The increase is primarily attributable to i) net income excluding the fair value adjustment associated with Class B LP Units partially offset by ii) distributions on REIT Units iii) the issuance of 8,255,000 REIT Units at \$10.30 per unit iv) the issuance of 1,565,394 Class B LP Units at \$11.30 per unit as partial purchase price consideration for the March 1, 2022 London and Chatham, Ontario industrial property acquisitions, and v) the issuance of 406,516 Class B LP Units issued at \$10.59 per unit in settlement of contractual obligations of the REIT.
{19}------------------------------------------------
Debt to total assets
| (In thousands of Canadian dollars) | December 31, 2022 |
December 31, 2021 |
|---|---|---|
| Debt to total asset ratio (1) | \$ | \$ |
| Current and non-current: | ||
| Mortgages payable | 704,034 | 611,163 |
| Credit Facilities | 112,532 | 64,713 |
| Lease liabilities | 10,541 | 3,670 |
| Liabilities associated with assets held for sale | 32,891 | - |
| Debt | 859,998 | 679,546 |
| Total assets | 1,967,501 | 1,658,157 |
| Debt to total asset ratio | 43.7% | 41.0% |
(1) See Non-IFRS Financial Measures.
The REIT's debt to total assets as at December 31, 2022 was 43.7% as compared to 41.0% as at December 31, 2021. The increase is primarily related to the acquisition of \$348.9 million of investment properties partially funded from cash on hand, a net increase in mortgage debt of \$125.6 million and Credit Facilities draws of \$48.0 million, partially offset by the issuance of \$19.4 million of Class B LP Units as partial purchase price consideration for certain acquisitions and the issuance of \$84.7 million of REIT Units.
SELECTED ANNUAL INFORMATION
The following table provides selected financial information for the past three years:
| (In thousands of Canadian dollars) | Year ended | Year ended | Year ended |
|---|---|---|---|
| 2022 | 2021 | 2020 | |
| \$ | \$ | \$ | |
| Property revenues | 137,121 | 83,559 | 61,386 |
| Net income | 120,868 | 93,539 | 35,235 |
| Total assets | 1,967,501 | 1,658,157 | 710,499 |
| Total non-current liabilities | 962,083 | 881,453 | 362,964 |
| Distributions declared (1) | 50,756 | 34,025 | 20,865 |
| Distribution per unit(1) | 0.640 | 0.655 | 0.635 |
(1) Includes distributions payable to holders of Class B LP Units which are accounted for as finance expense in the consolidated financial statements.
SUMMARY OF QUARTERLY RESULTS
| (In thousands of Canadian dollars) | Q4 | Q3 | Q2 | Q1 |
|---|---|---|---|---|
| 2022 | 2022 | 2022 | 2022 | |
| \$ | \$ | \$ | \$ | |
| Property revenues | 36,856 | 34,424 | 34,142 | 31,699 |
| Property expenses | (11,907) | (9,551) | (10,180) | (9,675) |
| Net operating income (NOI) | 24,949 | 24,873 | 23,962 | 22,024 |
| Net income (loss) | (16,891) | 40,055 | 79,640 | 18,064 |
| Weighted average number of units (000s) - basic (1) diluted (1) Weighted average number of units (000s) - |
81,494 81,596 |
79,208 79,336 |
78,842 79,001 |
77,560 77,720 |
{20}------------------------------------------------
| Q4 2021 \$ |
Q3 2021 \$ |
Q2 2021 \$ |
Q1 2021 \$ |
|
|---|---|---|---|---|
| Property revenues Property expenses |
27,537 (8,466) |
20,719 (6,624) |
18,715 (6,495) |
16,588 (6,022) |
| Net operating income (NOI) | 19,071 | 14,095 | 12,220 | 10,566 |
| Net income (loss) | 44,760 | (12,075) | 50,647 | 10,209 |
| Weighted average number of units (000s) - basic (1) Weighted average number of units (000s) - diluted (1) |
68,508 68,695 |
54,428 54,600 |
48,293 48,389 |
36,041 36,124 |
(1) Weighted average number of units includes Class B LP Units.
The quarterly results fluctuate based on timing related to pursuing and completing acquisitions and corporate activities, other income and fair value adjustments of investment properties, Class B LP Units, unit options, restricted share units and derivative financial instruments.
SAME PROPERTY RESULTS
(In thousands of Canadian dollars)
| Three months ended December 31, |
Year ended December 31, |
|||||
|---|---|---|---|---|---|---|
| 2022 \$ |
2021 \$ |
Change \$ |
2022 \$ |
2021 \$ |
Change \$ |
|
| Property revenues | 36,856 | 27,537 | 9,319 | 137,121 | 83,559 | 53,562 |
| Property expenses | (11,907) | (8,466) | (3,441) | (41,313) | (27,607) | (13,706) |
| NOI | 24,949 | 19,071 | 5,878 | 95,808 | 55,952 | 39,856 |
| Add/(Deduct): Amortization of tenant incentives and leasing |
||||||
| costs | 308 | 163 | 145 | 988 | 697 | 291 |
| Straight-line adjustments of rent | (799) | (440) | (359) | (3,418) | (803) | (2,615) |
| Development | (90) | - | (90) | (360) | - | (360) |
| Acquisitions | (6,579) | (975) | (5,604) | (52,547) | (14,360) | (38,187) |
| Disposals | (67) | (508) | 441 | (1,214) | (2,054) | 840 |
| Termination fees and other non | ||||||
| recurring items | (41) | (12) | (29) | (100) | (26) | (74) |
| Same Property NOI | 17,681 | 17,299 | 382 | 39,157 | 39,406 | (249) |
For the three months ended December 31, 2022, Same Property NOI increased \$0.4 million as compared to Q4 2021, primarily driven by rental steps, CPI increases and new and renewal lease lift at certain of the REIT's industrial properties. NOI from the REIT's retail and office properties was comparable to the prior year.
For the year ended December 31, 2022, Same Property NOI decreased \$0.2 million as compared to the prior year period, primarily driven by vacancy at one of the REIT's office properties (\$0.4 million) and an industrial property (\$0.3 million), partially offset by rental steps, CPI increases and new and renewal lease lift at certain of the REIT's industrial properties. NOI from the REIT's retail and remaining office properties was comparable to the prior year.
{21}------------------------------------------------
FUNDS FROM OPERATIONS AND ADJUSTED FUNDS FROM OPERATIONS
| (In thousands of Canadian dollars, except per unit amounts) |
2022 | Three months ended December 31, 2021 |
Change | Year ended December 31, 2022 2021 Change |
|||
|---|---|---|---|---|---|---|---|
| FFO | \$ | \$ | \$ | \$ | \$ | \$ | |
| Net income (loss) Adjustments: |
(16,891) | 44,760 | (61,651) | 120,868 | 93,539 | 27,329 | |
| Loss on disposal of investment properties | 455 | 497 | (42) | 710 | 592 | 118 | |
| Fair value adjustment of investment properties Fair value adjustment of Class B LP Units |
8,092 26,554 |
(32,026) (1,765) |
40,118 28,319 |
12,605 (61,658) |
(132,396) 71,339 |
145,001 (132,997) |
|
| Fair value adjustment of unit options | 230 | (24) | 254 | (378) | 1,774 | (2,152) | |
| Fair value adjustment of restricted share units | 119 | (9) | 128 | (250) | 309 | (559) | |
| Fair value adjustment of derivative financial | |||||||
| instruments Fair value adjustment of investments |
(163) (3,500) |
(534) - |
371 (3,500) |
(17,528) (3,500) |
(4,920) - |
(12,608) (3,500) |
|
| Adjustments for equity accounted joint venture (1) | (1,735) | 45 | (1,780) | (1,118) | (257) | (861) | |
| Distributions on Class B LP Units expensed | 3,272 | 2,969 | 303 | 13,051 | 8,943 | 4,108 | |
| Amortization of tenant incentives and leasing costs | 308 | 160 | 148 | 988 | 669 | 319 | |
| Lease principal payments | (12) | (17) | 5 | (46) | (67) | 21 | |
| Amortization of right-of-use assets Deferred income taxes |
24 - |
23 - |
1 - |
93 - |
93 40 |
- (40) |
|
| Funds from operations (FFO) | 16,753 | 14,079 | 2,674 | 63,837 | 39,658 | 24,179 | |
| Weighted average units outstanding (000s) Basic (5) |
81,494 | 68,508 | 12,986 | 79,287 | 51,914 | 23,373 | |
| FFO per unit – basic | 0.206 | 0.206 | - | 0.805 | 0.764 | 0.041 | |
| FFO | 16,753 | 14,079 | 2,674 | 63,837 | 39,658 | 24,179 | |
| Add: Vendor rent obligation (2) | 564 | 611 | (47) | 2,535 | 2,473 | 62 | |
| Less: Other income (2) Add: TSX graduation listing fees (3) |
(801) - |
(1,402) - |
601 - |
(2,403) - |
(2,384) 207 |
(19) (207) |
|
| Normalized FFO | 16,516 | 13,288 | 3,228 | 63,969 | 39,954 | 24,015 | |
| Weighted average units outstanding (000s) | |||||||
| Basic (5) | 81,494 | 68,508 | 12,986 | 79,287 | 51,914 | 27,373 | |
| Normalized FFO per unit – basic | 0.203 | 0.194 | 0.009 | 0.807 | 0.770 | 0.037 | |
| (In thousands of Canadian dollars, except per unit amounts) |
Three months ended December 31, |
Year ended December 31, |
|||||
| 2022 | 2021 | Change | 2022 | 2021 | Change | ||
| AFFO | \$ | \$ | \$ | \$ | \$ | \$ | |
| FFO | 16,753 | 14,079 | 2,674 | 63,837 | 39,658 | 24,179 | |
| Adjustments: Straight-line adjustments ground lease and rent |
(821) | (460) | (361) | (3,505) | (887) | (2,618) | |
| Capital reserve (4) | (1,300) | (1,000) | (300) | (5,100) | (3,125) | (1,975) | |
| Adjusted funds from operations (AFFO) | 14,632 | 12,619 | 2,013 | 55,232 | 35,646 | 19,586 | |
| Weighted average units outstanding (000s) Basic (5) | 81,494 | 69,508 | 12,986 | 79,287 | 51,914 | 27,373 | |
| AFFO per unit – basic | 0.180 | 0.184 | (0.004) | 0.697 | 0.687 | 0.010 | |
| AFFO | 14,632 | 12,619 | 2,013 | 55,232 | 35,646 | 19,586 | |
| Add: Vendor rent obligation (2) Less: Other income (2) |
564 (801) |
611 (1,402) |
(47) 601 |
2,535 (2,403) |
2,473 (2,384) |
62 (19) |
|
| Add: TSX graduation listing fees (3) | - | - | - | - | 207 | (207) | |
| Normalized AFFO | 14,395 | 11,828 | 2,567 | 55,364 | 35,942 | 19,422 | |
| Weighted average units outstanding (000s) Basic (5) | 81,494 | 68,508 | 12,986 | 79,287 | 51,914 | 27,373 | |
| Normalized AFFO per unit – basic | 0.177 | 0.173 | 0.004 | 0.698 | 0.692 | 0.006 |
{22}------------------------------------------------
- (1) Adjustment for equity accounted joint venture relates to a fair value adjustment of swaps in place at the joint venture to swap floating rate bankers' acceptance rates to a fixed rate and fair value adjustment of the joint venture investment property.
- (2) Normalized FFO and Normalized AFFO include adjustments for vendor rent obligation amounts related to the REIT's Richmond, BC and Ajax properties, which are payable from the vendors of the properties until buildout of the properties is complete and tenants are occupying and paying rent. The vendor rent obligation amount is not included in NOI for accounting, but the estimated total amount of vendor rent obligation is recorded in other income. Normalized FFO and Normalized AFFO exclude estimated future vendor rent obligation amounts included in other income in the consolidated statements of income and comprehensive income and include the scheduled quarterly rents receivable in the form of vendor rent obligation.
- (3) Normalized FFO and Normalized AFFO include adjustments for \$0.2 million of one-time TSX listing fees related to graduation to the TSX, which are included in general and administrative expense in the year ended December 31, 2021.
- (4) Capital reserve includes maintenance capital expenditures, tenant incentives and leasing costs. Reserve amounts are established with reference to building condition reports, appraisals, and internal estimates of tenant renewal, tenant incentives and leasing costs. The REIT believes that a reserve is more appropriate given the fluctuating nature of these expenditures.
- (5) Weighted average number of units includes the Class B LP Units.
AFFO CAPITAL RESERVE
| (In thousands of Canadian dollars, except per square foot amounts) |
Three months ended December 31, |
Year ended December 31, |
|||||
|---|---|---|---|---|---|---|---|
| 2022 \$ |
2021 \$ |
Change \$ |
2022 \$ |
2021 \$ |
Change \$ |
||
| Capital reserve | 1,300 | 1,000 | 300 | 5,100 | 3,125 | 1,975 | |
| Average square feet of GLA | 10,928,136 | 8,653,476 | 2,274,660 | 10,016,420 | 6,392,982 | 3,623,438 | |
| Annualized capital reserve per square foot of GLA |
\$0.48 | \$0.46 | \$0.02 | \$0.51 | \$0.49 | \$0.02 | |
| Actual tenant incentives and leasing costs (1) | 938 | 328 | 610 | 3,808 | 1,361 | 2,447 | |
| Actual maintenance capital expenditures (2) | 4,706 | 627 | 4,079 | 5,587 | 1,173 | 4,414 | |
| Total | 5,644 | 955 | 4,689 | 9,395 | 2,534 | 6,861 | |
| Less expenditures funded from mortgage | |||||||
| escrow | - | - | - | - | (189) | 189 | |
| Total spending funded by the REIT | 5,644 | 955 | 4,689 | 9,395 | 2,345 | 7,050 | |
| Average square feet of GLA | 10,928,136 | 8,653,476 | 2,274,660 | 10,016,420 | 6,392,982 | 3,623,438 | |
| Annualized capital spent per square foot of GLA unadjusted for capital reserve |
\$2.07 | \$0.44 | \$1.63 | \$0.94 | \$0.37 | \$0.57 |
- (1) Excludes tenant incentives costs in the amount of \$0.1 million (2021 \$nil) and \$1.5 million (2021 \$nil) incurred during the three months and year ended December 31, 2022, respectively, for incremental revenue generation relating to the construction of a new pad site and the repurposing of a previous industrial space into significantly higher yielding uses.
- (2) Excludes capital expenditures in the amount of \$nil (2021 \$0.1 million) and \$0.3 million (2021 \$3.9 million) incurred during the three months and year ended December 31, 2022, respectively, for incremental revenue generation and the repurposing of a previous industrial space into significantly higher yielding uses.
Actual capital spending and tenant incentive and leasing costs for the year ended December 31, 2022, of \$9.4 million is \$4.3 million higher than the \$5.1 million capital reserve included in AFFO. During the three months ended December 31, 2022, the REIT incurred \$3.6 million of major capital expenditures, which are recoverable from the tenants over the expected useful life of the capital expenditures.
{23}------------------------------------------------
The following is a reconciliation of the REIT's AFFO to cash flows from operating activities:
| (In thousands of Canadian dollars, except per unit amounts) |
Three months ended December 31, |
Year ended December 31, |
||||
|---|---|---|---|---|---|---|
| 2022 \$ |
2021 \$ |
Change \$ |
2022 \$ |
2021 \$ |
Change \$ |
|
| Cash flows generated by operating activities | 13,726 | 14,836 | (1,111) | 41,530 | 24,995 | 16,535 |
| Adjustments: | ||||||
| Changes in non-cash working capital | (1,443) | (7,358) | 5,916 | 6,947 | 1,758 | 5,189 |
| Changes in other non-current assets | - | 2,988 | (2,988) | 81 | 3,062 | (2,981) |
| Changes in restricted cash | 76 | (8) | 84 | 48 | (111) | 159 |
| Changes in other non-current liabilities | 363 | 222 | 141 | 346 | 222 | 124 |
| Distributions on Class B LP Units expensed | 3,272 | 2,969 | 303 | 13,051 | 8,943 | 4,108 |
| Adjustments for equity accounted joint venture | (1,735) | 45 | (1,780) | (1,118) | (257) | (861) |
| Share of net income (loss) from equity accounted | ||||||
| investment in joint venture | 1,913 | 139 | 1,774 | 1,797 | 917 | 880 |
| Straight-line rent adjustments of equity accounted | ||||||
| joint venture | (22) | (20) | (2) | (87) | (84) | (3) |
| Restricted share unit expense | (149) | (66) | (83) | (1,030) | (449) | (581) |
| Amortization of deferred financing fees | (225) | (187) | (38) | (731) | (445) | (286) |
| Amortization of mortgage fair value adjustments | 26 | 76 | (50) | 178 | 287 | (109) |
| Lease principal repayments | (12) | (17) | 5 | (46) | (67) | 21 |
| Capital reserve | (1,300) | (1,000) | (300) | (5,100) | (3,125) | (1,975) |
| Unrealized foreign exchange loss | 142 | - | 142 | (634) | - | (634) |
| AFFO | 14,632 | 12,619 | 2,013 | 55,232 | 35,646 | 19,586 |
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
The REIT's principal source of liquidity is cash on hand and the undrawn borrowing capacity on its Credit Facilities. As at December 31, 2022, the REIT had cash of \$11.6 million (December 31, 2021 - \$82.3 million) and a working capital deficit of \$25.2 million (December 31, 2021 - \$10.3 million surplus). Excluding the current portion of mortgages payable of \$70.4 million, liabilities associated with assets held for sale of \$32.9 million, and assets held for sale of \$70.9 million, working capital would be a surplus of \$7.2 million. The REIT expects that it will be able to refinance the mortgages on their maturities. Management of the REIT believes that sufficient cash from operations will be generated to settle the REIT's liabilities as they come due, and the REIT has the ability to draw funds on the Credit Facilities if required. The REIT has sufficient liquidity to maintain and expand its business.
Changes in cash for the periods noted are detailed in the following table:
| (In thousands of Canadian dollars) | Three months ended December 31, |
Year ended December 31, |
||||
|---|---|---|---|---|---|---|
| 2022 2021 Change |
2022 | 2021 | Change | |||
| Cash generated by (used in) | \$ | \$ | \$ | \$ | \$ | \$ |
| Operating activities | 13,726 | 14,836 | (1,111) | 41,530 | 24,995 | 16,535 |
| Investing activities | (41,812) | (303,272) | 261,461 | (315,727) | (469,254) | 153,527 |
| Financing activities | 29,071 | 307,658 | (278,587) | 203,451 | 512,545 | (309,094) |
| Change in cash | 985 | 19,222 | (18,237) | (70,746) | 68,286 | (139,032) |
| Cash – beginning of period | 10,548 | 63,057 | (52,509) | 82,279 | 13,993 | 68,286 |
| Cash – end of period | 11,533 | 82,279 | (70,746) | 11,533 | 82,279 | (70,746) |
Cash generated from operating activities for the three months ended December 31, 2022 of \$13.7 million is comprised of net loss of \$16.9 million, cash from changes in non-cash working capital, other non-current assets, other non-current liabilities and restricted cash of \$1.0 million, and non-cash items of \$29.6 million.
Cash generated from operating activities for the year ended December 31, 2022 of \$41.5 million is comprised of net income of \$120.9 million, cash from changes in non-cash working capital, other non-current assets, other noncurrent liabilities and restricted cash of \$7.4 million, and non-cash items of \$71.9 million.
{24}------------------------------------------------
Cash used in investing activities for the three months ended December 31, 2022 of \$41.8 million is primarily related to \$39.8 million of cash used to acquire income producing investment properties, \$0.3 million of cash used to develop properties held for development, \$4.0 million of cash received from the disposal of two retail properties and the remainder of cash used in investing activities relates to tenant incentives, leasing costs and capital spending in the amount of \$5.8 million.
Cash used in investing activities for the year ended December 31, 2022 of \$315.8 million is primarily related to \$10.2 million of cash used to acquire and develop properties held for development, \$290.8 million of cash used to acquire income producing investment properties, \$11.3 million of cash used to settle the estimated value enhancement attributable to the vendor of the REIT's Richmond BC property, \$7.7 million of cash received from the disposal of three income producing properties and the remainder of cash used in investing activities relates to tenant incentives, leasing costs and capital spending in the amount of \$11.2 million.
Cash used in financing activities for the three months ended December 31, 2022 of \$29.1 million is primarily related to \$80.5 million of net proceeds from a bought deal equity financing, partially offset by cash distributions to unitholders of \$8.6 million, \$37.5 million of net repayments on the credit facilities and mortgage principal repayments of \$5.3 million.
Cash generated from financing activities for the year ended December 31, 2022 of \$203.5 million is primarily related to \$168.5 million of proceeds from new mortgage financing, \$48 million of net borrowing on the credit facilities and \$80.5 million net proceeds from a bought deal equity financing, partially offset by cash distributions to unitholders of \$34.3 million, financing costs of \$1.5 million and mortgage principal repayments of \$57.8 million.
The REIT believes that it has sufficient financial resources and generates sufficient cash from operations to operate its investment properties and to identify, investigate and complete potential acquisitions, and to fund further expenditures as required.
MORTGAGES PAYABLE
As at December 31, 2022, the mortgages payable are secured by charges against 78 of the REIT's investment properties. The weighted average interest rate of the mortgages payable including deferred financing costs and interest rate swap agreements is 3.27% (December 31, 2021 – 3.28%) and the weighted average term to maturity is 6.08 years (December 31, 2021 – 6.61 years). The breakdown of future principal repayments, including mortgage maturity, is presented in the following table:
| (In thousands of Canadian dollars) | Scheduled repayments \$ |
Principal maturities \$ |
Total \$ |
Weighted average interest rate of maturing (1) mortgages |
|---|---|---|---|---|
| 2023 | 19,456 | 52,073 | 71,529 | 4.41% |
| 2024 | 17,883 | 46,783 | 64,666 | 2.46% |
| 2025 | 16,858 | 64,690 | 81,548 | 3.55% |
| 2026 | 14,209 | 89,123 | 103,332 | 3.04% |
| 2027 | 11,801 | 51,727 | 63,528 | 3.67% |
| Thereafter | 85,293 | 268,463 | 353,756 | 3.13% |
| Total | 165,500 | 572,859 | 738,359 | 3.27% |
(1) Weighted average interest rate - including deferred financing costs and interest rate swap agreements.
{25}------------------------------------------------
CREDIT FACILITIES
On August 31, 2022, the REIT amended an existing revolving credit facility, increasing the credit facility from \$40 million to \$140 million. ("Credit Facility 3"). Credit Facility 3 matures on June 24, 2024 and is secured against 12 of the REIT's investment properties. Credit Facility 3 allows the REIT to draw against the facility in the form of prime rate advances or bankers' acceptances. Prime rate advances bear interest at 80 basis points per annum over the lender's Canadian prime borrowing rate. Bankers' acceptance advances bear interest at 180 basis points per annum over the floating bankers' acceptance rate. The unadvanced portion of Credit Facility 3 is subject to a predetermined standby fee. As at December 31, 2022, \$48 million was drawn against Credit Facility 3 (December 31, 2021 - undrawn).
Credit Facility 3 includes, inter alia, covenants that the REIT: (i) will not allow the Debt to Gross Book Value Ratio to exceed 60% at any time, (ii) will not allow the Debt Service Coverage Ratio to be less than 1.40:1, (iii) will not allow Adjusted Unitholders' Equity to be less than the aggregate of \$200 million plus 75% of net proceeds in connection with any equity offering by the REIT on or after March 4, 2021. As at December 31, 2022, the REIT was in compliance with these covenants. Credit Facility 3, also contains restrictions on, inter alia, change of business, sale of assets, and mergers and acquisitions without the consent of the lender and includes events of default such as failure to pay any amount of principal, interest, or other obligations under the credit facility when due, failure to observe covenants and involuntary insolvency.
Debt to Gross Book Value Ratio is a defined term in Credit Facility 3. Debt to Gross Book Value Ratio is calculated by dividing the REIT's consolidated indebtedness by the REIT's gross book value.
Debt Service Coverage Ratio is a defined term in Credit Facility 3. Debt Service Coverage Ratio is calculated by dividing the REIT's consolidated earnings before interest, income taxes, depreciation, and amortization by the REIT's debt service.
Adjusted Unitholders' Equity is a defined term in Credit Facility 3. Adjusted Unitholders' Equity is calculated as the sum of the REIT's total unitholders' equity and Class B LP Units.
Debt to Gross Book Value Ratio, Debt Service Coverage Ratio, and Adjusted Unitholders' Equity are not used by the REIT as a measure of the REIT's future or historical financial performance, financial position or cash flow, but are used solely to determine the REIT's compliance with its covenants set out in the Credit Facility 3 Agreement.
The REIT has a \$0.5 million revolving line of credit ("Credit Facility 2") bearing interest at 100 basis points per annum over the Canadian prime borrowing rate. Credit Facility 2 is secured against five of the REIT's investment properties and allows the REIT to draw down a yearly average maximum of 75% of the \$0.5 million credit limit. As at December 31, 2022, Credit Facility 2 was undrawn (December 31, 2021 - undrawn).
On September 13, 2019, the REIT refinanced its existing credit facility to a fixed-term facility of \$65 million and a revolving facility of \$5 million (Collectively "Credit Facility 1"). Credit Facility 1 matures on September 13, 2024 and is secured against 13 of the REIT's investment properties. The \$65 million fixed-term facility bears interest at the 30-day Bankers' acceptance rate plus 150 basis points. Concurrent with the refinancing, the REIT entered into interest rate swap agreements totalling \$65 million to swap floating 30-day Bankers' acceptance rates for a fixed rate of 1.65%, such that the interest rate on the fixed-term facility, including the 150-basis point spread, is fixed at 3.15%. The \$5 million revolving credit facility allows the REIT to draw against the facility in the form of prime rate advances or Bankers' acceptances. Prime rate advances bear interest at 100 basis points per annum over the Canadian prime borrowing rate. Bankers' acceptance advances bear interest at 200 basis points per annum over the floating bankers' acceptance rate. As at December 31, 2022, the revolving portion of this credit facility was undrawn (December 31, 2021 - undrawn).
Credit Facility 1 includes, inter alia, covenants that RW Real Estate Holdings Limited Partnership ("RW LP"), a subsidiary of the REIT which is party to the Credit Facility: (i) will not allow the Total Funded Debt to Real Property Ratio to exceed 60% at any time; and (ii) the Interest Coverage Ratio shall not be less than 2.25:1.00. As at December 31, 2022, RW LP was in compliance with both of these covenants. Credit Facility 1 also contains restrictions on, inter alia, change of business, sale of assets, and mergers and acquisitions without the consent of the lender and includes events of default such as failure to pay any amount of principal, interest or other obligations under the credit facility when due, failure to observe covenants and involuntary insolvency.
{26}------------------------------------------------
Total Funded Debt to Real Property Ratio is a defined term contained in Credit Facility 1. Total Funded Debt to Real Property Ratio is calculated as the total amount drawn against Credit Facility 1 divided by the fair market value of the investment properties of RW LP.
Interest Coverage Ratio is a defined term contained in Credit Facility 1. Interest Coverage Ratio is calculated by dividing the interest expense of RW LP by the result of the following as contained in the RW LP Statement of Income: net income plus interest expense, plus loss on fair value adjustment of investment properties, less gain on fair value adjustment of investment properties, plus depreciation and amortization.
Total Funded Debt to Real Property Ratio and Interest Coverage Ratio are not used by the REIT as a measure of the REIT's future or historical financial performance, financial position or cash flow, but are used solely to determine RW LP's compliance with its covenants set out in the Credit Facility 1 Agreement.
(Credit Facility 1, Credit Facility 2 and Credit Facility 3, collectively "the Credit Facilities")
Funds drawn against the Credit Facilities and the revolving line of credit are as follows:
| (In thousands of Canadian dollars) | December 31, 2022 \$ |
December 31, 2021 \$ |
|---|---|---|
| Fixed-term borrowings Bankers' acceptance borrowings |
65,000 48,000 |
65,000 - |
| Total drawn against the Credit Facilities | 113,000 | 65,000 |
| Less: deferred financing costs | (468) | (287) |
| Balance, end of period | 112,532 | 64,713 |
Amounts drawn on the Credit Facilities as at December 31, 2022 are as follows:
| (In thousands of Canadian dollars) | Total Principal Amount \$ |
Weighted Average Interest Rate |
Repricing Date |
|---|---|---|---|
| Fixed-term borrowings Bankers' acceptance borrowings |
65,000 48,000 |
(1) 6.11% 6.31% |
(1) January 13, 2023 |
(1) The REIT entered into interest rate swap agreements in September 2019 to swap floating rate interest for a fixed rate of 3.15% over the term of Credit Facility 1.
SIGNIFICANT ACCOUNTING POLICIES AND ACCOUNTING ESTIMATES
The preparation of financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ materially from these estimates. The estimates and judgments used in determining the recorded amount for asset, liabilities and equity in the financial statements include the following:
Valuation of investment properties
Fair value is determined with reference to external valuations and internal valuations based on the direct income capitalization method. The critical assumptions and estimates used by management and external valuations when determining the fair value of investment properties are stabilized net rental income and capitalization rates (see note 4 of the consolidated financial statements). Management determines fair value internally utilizing financial information, external market data and capitalization rates determined by reference to third party appraisals and reports published by industry experts including commercial real estate brokerages. The REIT also applies judgment in determining whether the properties it acquires are considered to be asset acquisitions or business combinations. As at December 31, 2022, a 0.25% increase in the weighted average capitalization rate would result in a decrease of approximately \$75.1 million in the determination of the fair value of the investment
{27}------------------------------------------------
properties. A 0.25% decrease in the weighted average capitalization rate would result in an increase of approximately \$81.9 million in the determination of the fair value of the investment properties.
Unit options
The estimates used when determining the fair value of unit-based compensation are the average expected unit option holding period, the average expected volatility rate and the average risk-free interest rate. For vested options, the average expected holding period is estimated to be half of the remaining contractual life of the option. For unvested options, the average expected unit option holding period is estimated to be the period until the options vest plus half of the period from vesting to expiry. The average expected volatility rate is estimated based on the historical volatility of comparable companies over a period of time approximating the average expected unit option holding period. The average risk-free interest rate is based on Government of Canada bonds with terms consistent with the average expected unit option holding period.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
There are pending changes to IFRS which are not yet effective for the current period and have not been applied in the preparation of the REIT's consolidated financial statements:
IAS 1, Classification of Liabilities as Current or Non-current and Non-current Liabilities with Covenants
On January 23, 2020, the IASB issued "Classification of Liabilities as Current or Non-current (Amendments to IAS 1)". The amendments clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period. The amendments also clarify the definition of "settlement" and provide situations which would be considered as a settlement of a liability. In October 2022, the IASB issued "Amendments to IAS 1 - Non-current Liabilities with Covenants". These further amendments clarify how to address the effects on classification and disclosure of covenants currently applicable and covenants that will apply in future periods. These amendments are effective January 1, 2024, with earlier application permitted and are to be applied retrospectively. The REIT is currently evaluating the impact of these amendments on its consolidated financial statements.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROL OVER FINANCIAL REPORTING
The REIT's Chief Executive Officer and Chief Financial Officer are responsible for establishing and maintaining disclosure controls and procedures ("DC&P") and internal controls over financial reporting ("ICFR") as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings.
The Chief Executive Officer and the Chief Financial Officer of the REIT have evaluated and determined that, as of December 31, 2022:
- the design of DC&P was appropriate to provide reasonable assurance that material information is made known to us by others in a timely manner and that information required to be disclosed by the REIT is recorded, processed, summarized, and reported within the time periods specified in securities legislation; and
- the design of ICFR was appropriate to provide reasonable assurance regarding the reliability of the REIT's financial reporting and the preparation of financial statements for external purposes in accordance with IFRS; and
Management has also determined that as at December 31, 2022, the REIT's DC&P and ICFR were appropriately designed and were operating effectively based on the framework set forth in the Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
There were no changes in the REIT's design of internal controls over financial reporting in the year ended December 31, 2022 that materially affected or are likely to materially affect, the REIT's internal controls over financial reporting.
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Internal controls over financial reporting cannot provide absolute assurance of achieving financial reporting objectives because of their inherent limitations. Internal control over financial reporting is a process that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusions or improper management override. A control system, no matter how well conceived and operated, can provide only reasonable assurance that the objectives of the control system are met.
FINANCIAL INSTRUMENTS AND RISKS AND UNCERTAINTIES
Real property ownership and tenant risk
All real property investments are subject to elements of risk. The value of real property and any improvements thereto depends on the credit and financial stability of tenants and upon the vacancy rates of the property. The properties generate revenue through rental payments made by the tenants thereof. The ability to rent vacant property will be affected by many factors, including changes in general economic conditions (such as the availability and cost of mortgage funds), local conditions (such as an oversupply of space or a reduction in demand for real estate in the area), government regulations, changing demographics, competition from other available properties, and various other factors.
Upon the expiry of any lease, there can be no assurance that the lease will be renewed, or the tenant will be replaced. The terms of any subsequent lease may be less favourable to the REIT than those of an existing lease. In the event of default by a tenant, the REIT may experience delays or limitations in enforcing its rights as landlord and incur substantial costs in protecting its investment. Furthermore, at any time, a tenant may seek the protection of bankruptcy, insolvency or similar laws which could result in the rejection and termination of the lease of the tenant and, thereby, cause a reduction in the cash flows available to the REIT.
Competition
The real estate business is competitive. Numerous developers, managers and owners of properties compete with the REIT when seeking tenants. Some of the competing properties may be better located than the REIT's properties. The existence of competition could have an impact on the REIT's ability to lease its properties and could have an impact on the rents that can be charged. The REIT is subject to competition for suitable real property investments and a number of these competitors have greater financial resources than those of the REIT. There is a risk that continuing increased competition for real property acquisitions may increase purchase prices to levels that are not accretive.
Fixed costs and increased expenses
The REIT incurs a number of fixed costs which must be paid throughout its ownership of real property, regardless of whether its properties are producing income. Fixed costs include utilities, property taxes, maintenance costs, mortgage payments, insurance costs, and related costs.
General uninsured risks
The REIT carries comprehensive general liability, fire, flood, extended coverage and rental loss insurance with customary policy specifications, limits and deductibles. There can be no assurance, however, that claims in excess of the insurance coverage or claims not covered by the insurance coverage will not arise or that the liability coverage will continue to be available on acceptable terms.
Environmental and litigation risk
The REIT is subject to federal, provincial, and local environmental regulations that apply generally to the ownership of real property and the operation of commercial properties. If it fails to comply with those laws, the REIT could be subject to significant fines or other governmental sanctions. Under various federal, provincial, and local laws, ordinances and regulations, an owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances or petroleum product releases at a facility and may be held liable to a governmental entity or to third parties for property damage and for investigation and clean-up costs incurred by such parties in connection with contamination. Such liability may be imposed whether or not the owner or operator knew of, or was responsible for, the presence of these hazardous or toxic substances. The cost of investigation,
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remediation or removal of such substances may be substantial, and the presence of such substances, or the failure to properly remediate such substances, may adversely affect the REIT's ability to sell or rent such facility or to borrow using such facility as collateral. To assess the potential for liabilities arising from the environmental condition at the REIT's properties, the REIT may obtain or examine environmental assessments prepared by environmental consulting firms. The environmental assessments received in respect of the investment properties have not revealed, nor is the REIT aware of, any environmental liability that the REIT believes will have a material adverse effect on it.
In addition, in connection with the ownership, operation and management of real estate properties, the REIT could potentially be liable for property damage or injuries to persons and property. In the normal course of the REIT's operations, it may become involved in, named as a party to or the subject of, various legal proceedings, including regulatory proceedings, tax proceedings and legal actions relating to personal injuries, property damage, property taxes, land rights, the environment and contract disputes.
Credit risk
Credit risk is the risk that one party to a financial instrument will cause a loss to another party by failing to settle its obligations. The REIT is subject to credit risk with respect to its cash deposited with financial institutions and tenant and other receivables. As at December 31, 2022, one tenant accounted for approximately 12% of the REIT's base rental income, resulting in a concentration of credit risk. The REIT monitors the creditworthiness of its tenants on an ongoing basis. The REIT mitigates credit risk by monitoring the credit ratings of the institutions holding the REIT's deposits. The REIT has examined its tenant receivables for indications of impairment. The tenant receivables default rate of the REIT is less than 0.5%.
COVID-19
The COVID-19 pandemic has had, and may continue to have, an impact on the REIT's tenants and the REIT's operations. Some tenants experienced a surge in business activities during the pandemic. Others experienced disruption to their operations and in certain cases it impacted the tenant's ability to meet their lease obligations. The REIT continues to assess the effect of economic conditions on the creditworthiness of its tenants, but at this time, it is difficult to predict what continued impact (if any) the COVID-19 pandemic will have on the markets in which the REIT operates.
Liquidity risk
Liquidity risk is the risk that the REIT will not have the financial resources required to meet its financial obligations as they come due. The REIT manages this risk by ensuring it has sufficient cash on hand or borrowing capacity to meet obligations as they come due by forecasting cash flows from operations, cash required for investing activities and cash from financing activities. As at December 31, 2022, the REIT had cash of \$11.5 million (December 31, 2021 - \$82.3 million), mortgages payable of \$738.4 million (December 31, 2021 - \$612.8 million), a balance of \$113.0 million drawn against the Credit Facilities (December 31, 2021 - \$65 million) and accounts payable and other liabilities of \$35.2 million (December 31, 2021 - \$35.5 million). The REIT had a working capital deficit of \$25.2 million as at December 31, 2022 (December 31, 2021 - \$10.3 million surplus). Excluding the current portion of mortgages payable of \$70.4 million, liabilities associated with assets held for sale of \$32.9 million, and assets held for sale of \$70.9 million, working capital would be a surplus of \$7.2 million. The REIT expects that it will be able to refinance the mortgages on their maturities. The REIT has access to undrawn funds under the Credit Facilities and expects to generate sufficient cash from operations to satisfy its financial liabilities as they come due.
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The contractual maturities and repayment obligations of the REIT's financial liabilities are as follows:
| (In thousands of Canadian dollars) |
Accounts payable and other liabilities \$ |
Lease liabilities \$ |
Credit Facilities principal repayment \$ |
Interest on fixed portion of Credit Facilities \$ |
Mortgages payable \$ |
Mortgage interest \$ |
Total \$ |
|---|---|---|---|---|---|---|---|
| 2023 | 25,941 | 556 | - | 2,048 | 71,529 | 21,953 | 122,027 |
| 2024 | 1,050 | 529 | 113,000 | 1,536 | 64,666 | 19,634 | 200,415 |
| 2025 | 1,086 | 551 | - | - | 81,548 | 17,755 | 100,940 |
| 2026 | 1,122 | 551 | - | - | 103,332 | 14,654 | 119,659 |
| 2027 | 1,160 | 551 | - | - | 63,528 | 11,683 | 76,922 |
| Thereafter | 4,806 | 22,889 | - | - | 353,756 | 38,101 | 419,552 |
| 35,165 | 25,627 | 113,000 | 3,584 | 738,359 | 123,780 | 1,039,515 |
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. There is a risk that the REIT may not be able to renegotiate its mortgages and Credit Facilities at maturity on terms as favourable as the existing mortgages payable and credit facilities. As at December 31, 2022, there was a total of \$300.7 million (December 31, 2021 - \$182.3 million) of mortgage and credit facilities borrowings which bear interest at floating bankers' acceptance or Canadian prime rates plus a fixed spread. There is a risk that prevailing interest rates could increase, and those increases could be significant. The REIT mitigates interest rate risk by maintaining reasonable levels of debt to investment property value and aims to structure new debt to stagger the maturities to ensure that the majority of debt does not come due for repayment in any one particular year. As at December 31, 2022, the REIT has interest rate swap agreements totalling \$246.3 million (2021 - \$182.3 million) to mitigate interest rate risk arising from floating rate debt.
The REIT is a party to interest rate swap agreements to swap floating rate interest for fixed rate interest over the terms of certain mortgages and over the term of Credit Facility 1. The interest rate swap agreements expire coterminous with the maturity of the corresponding mortgages and Credit Facility 1.
The following table presents relevant information on interest rate swap agreements: (In thousands of Canadian dollars)
| Transaction Date |
Effective fixed interest rate |
Maturity date | Original notional amount \$ |
Current notional amount \$ |
Fair value gain \$ |
|---|---|---|---|---|---|
| April 2019 | 3.67% | April 24, 2024 | 12,000 | 11,123 | (368) |
| April 2019 | 3.74% | April 24, 2026 | 12,500 | 11,598 | (625) |
| April 2019 | 3.87% | April 24, 2029 | 12,500 | 11,619 | (777) |
| September 2019 | 3.15% | September 13, 2024 | 65,000 | 65,000 | (3,175) |
| November 2020 | 2.82% | November 2, 2027 | 7,650 | 7,198 | (818) |
| December 2020 | 3.61% | December 1, 2025 | 18,500 | 17,554 | (1,464) |
| December 2020 | 3.35% | December 30, 2030 | 15,000 | 14,241 | (2,352) |
| April 2021 | 3.08% | April 1, 2026 | 19,750 | 18,853 | (1,359) |
| November 2021 | 3.69% | June 1, 2028 | 22,600 | 21,790 | (1,000) |
| February 2022 | 3.28% | February 23, 2032 | 29,500 | 29,012 | (2,388) |
| February 2022 | 3.28% | February 23, 2032 | 20,000 | 19,669 | (1,619) |
| March 2022 | 3.41% | March 1, 2027 | 17,800 | 17,457 | (1,071) |
| March 2022 | 3.76% | April 1, 2025 | 1,500 | 1,206 | (57) |
| 254,300 | 246,320 | (17,073) |
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COMMITMENTS
Development Management Agreement
On March 16, 2020, the REIT entered into a development management agreement (the "DMA") with the vendor of the REIT's Richmond, BC property (the "Developer"). Pursuant to the DMA, the REIT is redeveloping approximately 60,000 square feet previously occupied by an industrial tenant (the "Redevelopment"). The Developer is managing the Redevelopment and secured new tenants for the space, and the REIT has entered into lease agreements with these tenants. The REIT is responsible for the costs of the Redevelopment, which have been capped at \$6.1 million, including leasing costs, tenant incentives, and construction costs (collectively the "Capped Redevelopment Costs").
The DMA also contemplates that the REIT will construct an approximately 70,000 square foot addition at the property (the "Addition"). The REIT will be responsible for costs of the construction and has paid a development management fee in the amount of \$3 million in respect of the Addition. The Developer will secure tenants and manage the construction.
Pursuant to the DMA, the REIT will split the value enhancement of the property, measured as the difference between the fair value of the property following completion of each of the Redevelopment and the Addition, less the REIT's total cost of the property. The REIT's total cost of the property is measured as the REIT's original acquisition cost plus the Capped Redevelopment Costs and costs of the Addition (inclusive of construction costs, tenant incentives, leasing costs, and development management fees). The first \$20 million of value enhancement is for the benefit of the REIT. The next \$20 million of value enhancement will be for the benefit of the Developer. Any value enhancement in excess of \$40 million is to be split equally between the REIT and the Developer.
Based on external appraisals for the property and the settlement mechanism per the DMA, and subject to certain adjustments, the Developer's share of value enhancement through to completion of the Redevelopment was estimated at \$32.3 million as at June 30, 2022, not including any value enhancement related to the Addition. This amount was settled as at June 30, 2022.
In September 2022, the terms of certain tenant leases in respect of the REIT's Richmond, BC property were amended with increases to rents per square foot. The REIT agreed to make a payment to the Developer (\$11.3 million), calculated as one half of the increase in net rental income resulting from the amendments, subject to certain adjustments, divided by the capitalization rates applied in the previously prepared external appraisals.
The DMA provides that upon completion of the Addition, final external appraisals will be commissioned by each of the REIT and the Developer. The average of the two appraisals will be used to determine the final amount of value enhancement, if any, due to the Developer, at which time, any further amount due to the Developer will be payable.
Provided certain conditions are met, the REIT may satisfy its obligation to split the value enhancement with the Developer by issuing Class B LP Units valued at the greater of \$9.20 per unit and a price per unit that is no less than the maximum allowable discounted price in accordance with Toronto Stock Exchange rules.
Other
The REIT has guaranteed the borrowings of a limited partnership in which the REIT has an investment. The debt guaranteed has a principal amount of \$17.5 million and is secured by development land owned by the limited partnership.
The REIT has guaranteed the borrowings of a co-ownership in which the REIT has an interest. The guaranteed balance of up to \$8 million is secured by development land owned by the co-ownership.
As at December 31, 2022 the REIT had contractual commitments to acquire five industrial properties for an aggregate contractual purchase price of \$316.3 million. \$27.1 million of the aggregate contractual purchase price will be settled by issuing Class B LP Units valued at \$11.30 per unit.
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OUTSTANDING UNIT DATA
The following table presents the changes in unitholders' equity for the year ended December 31, 2022:
| (In thousands of Canadian dollars) | Units (000s) |
Amount \$ |
|---|---|---|
| Balance – January 1, 2022 |
57,303 | 536,883 |
| Units issued under distribution reinvestment plan | 278 | 2,847 |
| Units issued under Option Plan | 145 | 1,551 |
| Units issued under Incentive Plan | 36 | 461 |
| Units issued under Employee Purchase Plan | 19 | 220 |
| Units issued for Cash, net of \$4,208 of issuance costs |
8,225 | 80,510 |
| Class B LP Units exchanged for REIT Units |
1,317 | 14,304 |
| Balance – December 31, 2022 |
67,323 | 636,776 |
As at March 14, 2023, a total of approximately 67,906,000 REIT Units and 19,862,000 Class B LP Units were issued and outstanding.
DISTRIBUTIONS
The REIT currently pays a monthly distribution of \$0.05333 per unit, representing \$0.64 per unit on an annualized basis. Total distributions declared with respect to REIT Units in the three months and year ended December 31, 2022 amounted to \$9.9 million (2021 - \$8.5 million) and \$37.7 million (2021 - \$25.1 million), respectively.
In accordance with National Policy 41-201 "Income Trusts and Other Offerings", the REIT is required to provide the following information:
| (In thousands of Canadian dollars) | Three months ended December 31, 2022 \$ |
Year ended December 31, 2022 \$ |
Year ended December 31, 2021 \$ |
Year ended December 31, 2020 \$ |
|---|---|---|---|---|
| Cash generated from operating |
||||
| activities | 13,726 | 41,530 | 24,995 | 24,349 |
| Net income (loss) |
(16,891) | 120,868 | 93,539 | 35,235 |
| Actual cash distributions paid or payable during the period (1) Excess (shortfall) of cash flows from |
9,865 | 37,705 | 25,082 | 17,246 |
| operating activities over cash distributions paid Excess (shortfall) of net income |
3,861 | 3,825 | (87) | 7,103 |
| (loss) over cash distributions paid |
(26,756) | 83,163 | 68,457 | 17,989 |
(1) Actual cash distributions paid or payable includes all distributions declared payable to holders of REIT Units and excludes distributions declared payable to holders of Class B LP Units during the period. Actual cash distributions paid or payable is unadjusted for distributions settled through the issuance of REIT Units under the distribution reinvestment plan. Of distributions declared in the three months and year ended December 31, 2022, \$0.8 million and \$2.8 million, respectively, were settled through the issuance of REIT Units under the distribution reinvestment plan.
Net loss for the three months ended December 31, 2022 of \$16.9 million was less than actual cash distributions paid or payable for the three months ended December 31, 2022 of \$9.9 million by \$26.8 million. Net income excluding non-cash fair value adjustments of investment properties, Class B LP Units, unit options, restricted share units, derivative financial instruments and investments totalling \$31.3 million and excluding other income of \$0.8 million was \$13.6 million for the three months ended December 31, 2022, which exceeded actual cash distributions paid or payable by \$3.7 million.
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Net income for the year ended December 31, 2022 of \$120.9 million exceeded actual cash distributions paid or payable for the year ended December 31, 2022 of \$37.7 million by \$83.2 million. Net income excluding non-cash fair value adjustments of investment properties, Class B LP Units, unit options, restricted share units, derivative financial instruments and investments totalling \$70.7 million and excluding other income of \$2.6 million was \$47.6 million for the year ended December 31, 2022, which exceeded actual cash distributions paid or payable by \$9.9 million.
For the three months ended December 31, 2022, cash generated from operating activities exceeded actual cash distributions paid or payable by \$3.9 million. Excluding changes in non-cash working capital, other non-current assets, restricted cash, and other non-current liabilities of \$1.0 million, cash generated from operating activities exceed actual cash distributions paid or payable by \$2.9 million.
For the year ended December 31, 2022, cash generated from operating activities exceeded actual cash distributions paid or payable by \$3.8 million. Excluding \$4.5 million of increases in deposits for acquisitions cash generated from operating activities exceeded actual cash distributions paid or payable by \$8.3 million.
DISTRIBUTION REINVESTMENT PLAN
The REIT adopted a distribution reinvestment plan ("DRIP") on February 20, 2014, pursuant to which resident Canadian unitholders are entitled to elect to have all or some of the cash distributions of the REIT automatically reinvested in additional units at a price per unit calculated by reference to the weighted average of the trading price for the units for the five trading days immediately preceding the relevant distribution date. Eligible unitholders who so elect will receive a bonus distribution of units equal to 4% of each distribution that was reinvested by them under the DRIP. During the three-month period ended December 31, 2022, 85,260 units (2021 – 56,361 units) were issued under the DRIP for a stated value of \$0.8 million (2021 - \$0.7 million) and for the year ended December 31, 2022, 277,649 units (2021 – 267,815 units) were issued under the DRIP for a stated value of \$2.8 million (2021 - \$2.6 million).
RELATED PARTY TRANSACTIONS
For the three-month period ended December 31, 2022, trustee retainer fees in the amount of \$0.119 million were expensed (2021 - \$0.053 million) and for the year ended December 31, 2022, trustee retainer fees in the amount of \$0.477 million were expensed (2021 - \$0.186 million). Trustee retainer fees in the amount of \$0.269 million were accrued as at December 31, 2022 (December 31, 2021 - \$0.044 million).
Trustee meeting fees in the amount of \$nil were expensed for the three months ended December 31, 2022 (2021 - \$0.012 million) and for year ended December 31, 2022, trustee meeting fees in the amount of \$nil were expensed (2021 - \$0.029 million). Trustee meeting fees in the amount of \$nil were accrued as at December 31, 2022 (December 31, 2021 - \$0.011 million).
For the three-month period ended December 31, 2022, key management earned salaries and other short-term employee benefits in the amount of \$0.6 million (2021 - \$0.4 million) was earned and \$2.6 million was earned in respect of the year ended December 31, 2022 (2021 - \$1.6 million).
On July 18, 2022, the REIT acquired an 80% interest in a property held for development in Hamilton, Ontario for \$4.8 million ("190 Glover Road"). The REIT also indirectly, through one of its subsidiaries guaranteed up to \$8.0 million of debt of the co-ownership. The development is partially owned, and managed, by entities controlled by RFA.
On June 22, 2022, the REIT acquired an 80% interest in a property held for development in Hamilton, Ontario for \$17.8 million ("1540 South Service Road"). The development is partially owned, and managed, by entities controlled by RFA.
On November 16, 2021, the REIT acquired a 22% interest in a limited partnership which holds land in Hamilton, Ontario for development for \$3.0 million ("844 Glancaster Road"). The REIT also indirectly, through one of its subsidiaries, guaranteed a \$17.5 million debt of the limited partnership. The limited partnership is controlled by RFA, an entity related to a trustee of the REIT.
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The REIT's investment to acquire its interest in 190 Glover Road, 1540 South Service Road and 844 Glancaster Road (collectively "the RFA Development Properties") is proportionately the same as the other limited partners and co-owners' investments.
The REIT is entitled to receive a guarantee fee in respect of debt related to the RFA Development Properties which is guaranteed by the REIT. Acquisition fees, asset management fees, and development management fees are payable to entities related to RFA in respect of the RFA Development Properties. If certain return thresholds are met, RFA will also receive a preferential allocation of income related to the RFA Development Properties at the completion of their development. These fees receivable and payable in respect of the RFA Development Properties are consistent with market terms.
The REIT recognized \$0.038 million and \$0.164 million of guarantee fees during the three-month and year ended December 31, 2022, respectively.
Fees to RFA related entities in respect of the RFA Development Properties totalled \$0.2 million and \$0.6 million for the three-month and year ended December 31, 2022, respectively.
SUBSEQUENT EVENTS
On March 1. 2023 the REIT entered into senior unsecured credit facilities totalling \$375 million with three-year terms (the "Unsecured Facilities"). The Unsecured Facilities are comprised of a \$190 million revolving credit facility, a \$175 million term loan facility and a \$10 million swingline facility. The Unsecured Credit Facilities replaced the REIT's Credit Facility 3. At closing, and for so long as the REIT's debt to total assets is less than 50%, borrowing under the Unsecured Facilities will be priced at the banker's acceptance rate plus 170 basis points or bank prime plus 70 basis points. If and when the REIT obtains a credit rating, pricing will instead be based upon that credit rating.
On March 7, 2023, the REIT acquired a newly constructed 532,000 square foot distribution centre located in Casselman, Ontario for a purchase price of \$116.8 million.
OUTLOOK
The REIT's industrial portfolio continues to perform well. Rental rates continue to increase in many of the markets in which the REIT is present. The increase is driven by limited vacancy, under-supply, and unprecedented demand for warehouse and logistics space - a by-product of the pandemic which accelerated structural changes in the distribution of goods. The REIT's investment property portfolio is industrial real estate focused and the portfolio is 97% occupied. During 2023, the REIT expects to continue to benefit from positive rental fundamentals in the markets in which it has leases expiring.
The REIT intends to be Canada's next pure play industrial REIT. As the REIT grows, it will continue to upgrade the quality of its industrial portfolio with opportunities that meet its investment criteria, while also re-deploying capital from strategic dispositions of properties in its retail and office portfolio.
In an effort to control inflation, central banks increased interest rates aggressively during 2022. The Bank of Canada overnight rate increased by 400 basis points in 2022, with a further 25 basis point increase on January 25, 2023. At the March 8, 2023 meeting, the Bank of Canada held its overnight rate steady after 8 consecutive rate increases. The Bank of Canada is the first major central bank to pause on further interest rate increases. There continues to be interest rate and general economic uncertainty. In 2023 the REIT has \$52.1 million of mortgages with a weighted average interest rate of 4.35% that will mature, and in 2024, \$46.8 million of mortgages with a weighted average interest rate of 2.46% will mature. The REIT will have to increase debt as it completes further acquisitions in 2023 and continues to monitor developments in debt markets.
The interest rate environment has slowed real estate investment activity, impacting the REIT's ability to sell some of its office and retail properties on favourable terms. The REIT's office and retail properties perform well and the REIT will seek to more actively dispose of them when market conditions are more conducive to sales.
The bond yield curve remains inverted, with 2-year Government of Canada benchmark bond yields at approximately 4.15% and 10-year bond yields at approximately 3.2%. Several economists and industry experts
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are forecasting a recession, though there does not seem to be a consensus on whether there will be any recession nor the timing or severity of a potential recession.