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Plaza Retail REIT — Interim / Quarterly Report 2021
May 6, 2021
47183_rns_2021-05-06_4fdb5a9e-afdd-4bfb-af5c-4758e8dae422.pdf
Interim / Quarterly Report
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CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED IN CANADIAN DOLLARS)
FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020
DATED: MAY 6, 2021
TABLE OF CONTENTS
Condensed Interim Consolidated Statements of Financial Position ........................................................................ 1 Condensed Interim Consolidated Statements of Comprehensive Income (Loss) ................................................... 2 Condensed Interim Consolidated Statements of Changes in Unitholders’ Equity ................................................ 3 Condensed Interim Consolidated Statements of Cash Flows ................................................................................... 4 Notes to the Condensed Interim Consolidated Financial Statements ..................................................................... 5
Plaza Retail REIT
Condensed Interim Consolidated Statements of Financial Position
| Plaza Retail REIT Condensed Interim Consolidated Statements of Financial Position |
||
|---|---|---|
| (unaudited) (inthousands of Canadian dollars) |
March 31, December 31, 2021 2020 |
|
| Assets Non-Current Assets Investment properties (Note 4) Investments Tenant loans Deferred income tax asset Total non-current assets Current Assets Investment properties held for sale (Note 4) Cash Receivables (Note 5) Prepaid expenses and deposits (Note 6) Tenant loans Notes and advances receivable (Note 7) Total current assets Total assets Liabilities and Unitholders’ Equity Non-Current Liabilities Debentures payable (Note 8) Mortgage bonds payable (Note 9) Mortgages payable (Note 10) Class B exchangeable LP units (Note 18) Land lease liabilities (Note 12) Deferred income tax liability Total non-current liabilities Current Liabilities Current portion of debentures payable (Note 8) Current portion of mortgage bonds payable (Note 9) Bank indebtedness (Note 11) Current portion of mortgages payable (Note 10) Mortgage payable of investment property held for sale (Note 10) Accounts payable, accrued liabilities, tenant payables and tenant deposits (Note 13) Land lease liabilities (Note 12) Notes payable Total current liabilities Total liabilities Unitholders’ equity Non-controlling interests Total unitholders’ equity Total liabilities and unitholders’ equity |
$ 1,067,578 $ 1,061,136 47,447 46,939 375 402 300 335 |
|
| 1,115,700 1,108,812 |
||
| 2,745 3,128 9,181 8,274 7,083 8,106 3,373 3,492 109 109 7,208 7,206 |
||
| 29,699 30,315 |
||
| $ 1,145,399 $1,139,127 |
||
| $ 47,722 $ 51,631 6,145 6,146 425,329 405,667 4,729 4,300 65,792 65,986 8,118 8,116 |
||
| 557,835 541,846 |
||
| 15,390 9,176 1,005 1,997 31,240 33,451 77,977 104,369 1,293 709 26,736 18,681 767 760 1,230 1,236 |
||
| 155,638 170,379 |
||
| 713,473 712,225 |
||
| 427,398 422,407 4,528 4,495 |
||
| 431,926 426,902 |
||
| $ 1,145,399 $1,139,127 |
Subsequent events – see Note 23
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______ Doug McGregor, Trustee Barbara Trenholm, Trustee Chair of the Board Chair of the Audit Committee
See accompanying notes which are an integral part of these condensed interim consolidated financial statements.
Page 1 of 20
| Plaza Retail REIT Condensed Interim Consolidated Statements of Comprehensive Income (Loss) (unaudited) (inthousands of Canadian dollars) |
3 Months 3 Months Ended Ended March 31, March 31, 2021 2020 |
|
|---|---|---|
| Revenues (Note 14) Operating expenses (Note 15) Net property operating income Share of profit of associates Administrative expenses (Note 16) Investment income Other income Income before finance costs, fair value adjustments and income taxes Finance costs (Note 17) Finance costs - net change in fair value of convertible debentures (Note 8) Finance costs - net change in fair value of Class B exchangeable LP units (Note 18) Finance costs - net change in fair value of interest rate swaps (Note 10) Net change in fair value of right-of-use land lease assets (Note 4) Net change in fair value of investment properties (Note 4) Profit (loss) before income tax Income tax expense - Current - Deferred Profit (loss) and total comprehensive income (loss) for the period Profit (loss) and total comprehensive income (loss) for the period attributable to: - Unitholders - Non-controlling interests |
$ 26,708 $ 27,322 (10,400) (10,434) |
|
| 16,308 16,888 919 1,778 (1,637) (1,708) 119 157 744 600 |
||
| 16,453 17,715 (6,908) (7,307) (2,295) 9,575 (429) 1,787 2,561 (3,750) (187) (148) 3,098 (19,872) |
||
| 12,293 (2,000) (32) (32) (37) (66) |
||
| (69) (98) |
||
| $ 12,224 $ (2,098) |
||
| $ 12,145 $ (2,092) 79 (6) |
||
| $ 12,224 $ (2,098) |
See accompanying notes which are an integral part of these condensed interim consolidated financial statements.
Page 2 of 20
Plaza Retail REIT Condensed Interim Consolidated Statements of Changes in Unitholders’ Equity
(unaudited)
(in thousands of Canadian dollars)
| Trust Units (Note 18) Retained Earnings |
Total Attributable to Unitholders |
Non- Controlling Interests Total Equity |
|---|---|---|
| Balance as at December 31, 2019 $ 276,406 $ 190,736 Loss and total comprehensive loss for the period - (2,092) Transactions with unitholders, recorded directly in equity: - Repurchase of units under normal course issuer bid (Note 18) (839) (331) - Distributions to unitholders (Note 19) - (7,140) - Distributions from non-controllinginterests - - |
$ 467,142 (2,092) (1,170) (7,140) - |
$ 4,306 $ 471,448 (6) (2,098) - (1,170) - (7,140) 72 72 |
| Balance as at March 31, 2020 $ 275,567$ 181,173 |
$ 456,740 | $ 4,372 $ 461,112 |
| Balance as at December 31, 2020 $ 275,453 $ 146,954 Profit and total comprehensive income for the period - 12,145 Transactions with unitholders, recorded directly in equity: - Repurchase of units under normal course issuer bid (Note 18) (21) (8) - Distributions to unitholders (Note 19) - (7,125) - Contributions to non-controllinginterests - - |
$ 422,407 12,145 (29) (7,125) - |
$ 4,495 $ 426,902 79 12,224 - (29) - (7,125) (46) (46) |
| Balance as at March 31, 2021 $ 275,432$ 151,966 |
$ 427,398 | $ 4,528 $ 431,926 |
See accompanying notes which are an integral part of these condensed interim consolidated financial statements.
Page 3 of 20
| Plaza Retail REIT Condensed Interim Consolidated Statements of Cash Flows (unaudited) (in thousands of Canadian dollars) |
3 Months 3 Months Ended Ended March 31, March 31, 2021 2020 |
|---|---|
| Cash obtained from (used for): Operating activities Profit (loss) and total comprehensive income (loss) for the period Items not affecting cash: Finance costs (Note 17) Share of profit of associates Net change in fair value of investment properties Net change in fair value of convertible debentures Net change in fair value of Class B exchangeable LP units Net change in fair value of interest rate swaps (Note 10) Net change in fair value of right-of-use land lease assets Current and deferred income taxes Straight-line rent (Note 14) Interest paid Imputed interest paid on land lease liabilities (Note 17) Income taxes paid Distributions from equity accounted investments Leasing commissions paid Change in non-cash working capital (Note 20) Financing activities Cash distributions paid to unitholders (Note 19) Cash distributions paid to Class B exchangeable LP unitholders (Note 17) Repurchase of units under normal course issuer bid (Note 18) Gross mortgage proceeds Fees incurred for placement of mortgages Mortgages repaid Periodic mortgage principal repayments Land lease principal repayments Redemption of mortgage bonds Series VIII convertible debenture deposits Decrease in notes payable Investing activities Investment properties – additions Net proceeds from disposal of investment properties and land (Note 4(e)) Net proceeds from asset previously held for sale (Note 4(e)) Advances to equity accounted investments for developments Contributions to/(distributions from) subsidiaries from/to non-controlling interests Decrease (increase) in deposits for acquisitions and financings (Note 6) Increase in notes and advances receivable Repayment of tenant loans Net increase (decrease) in cash Cash less bank indebtedness, beginning of the period Cash less bank indebtedness, end of the period |
$ 12,224 $ (2,098) 6,908 7,307 (919) (1,778) (3,098) 19,872 2,295 (9,575) 429 (1,787) (2,561) 3,750 187 148 69 98 146 (78) (6,850) (7,020) (556) (568) (112) (98) 580 826 (112) (208) 5,121 1,546 |
| 13,751 10,337 |
|
| (7,125) (7,140) (83) (83) (29) (1,170) 32,278 5,750 (98) (52) (32,853) (4,000) (3,008) (2,845) (187) (148) (1,000) - 3,960 - (6) (244) |
|
| (8,151) (9,932) |
|
| (5,042) (4,913) 361 898 2,343 - (168) (953) (46) 72 45 (401) (2) (350) 27 27 |
|
| (2,482) (5,620) |
|
3,118 (5,215) (25,177) (8,494) |
|
| $ (22,059) $ (13,709) |
See accompanying notes which are an integral part of these condensed interim consolidated financial statements.
Page 4 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
1. Reporting Entity
Plaza Retail REIT (the “Trust” or “Plaza”) is an unincorporated “open-ended” real estate investment trust established pursuant to its declaration of trust dated as of November 1, 2013 and amended as of March 26, 2020 (the “Declaration of Trust”) and is governed by the laws of the Province of Ontario. The address of the Trust’s head office is 98 Main Street, Fredericton, New Brunswick. The Trust operates a retail real estate ownership and development business in Canada. Management does not distinguish or group its operations by geography or any other basis when measuring its performance or making decisions. Accordingly, the Trust has a single reportable segment for disclosure purposes.
2. Basis of Preparation
Statement of Compliance
These condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), and in particular International Accounting Standard (“IAS”) 34, Interim financial reporting on a basis consistent with the accounting policies disclosed in Note 3 of the December 31, 2020 consolidated financial statements of the Trust.
The condensed interim consolidated financial statements do not include all the information required for full annual financial statements. The condensed interim consolidated financial statements should be read in conjunction with the 2020 annual financial statements of the Trust.
The condensed interim consolidated financial statements were authorized for issue by the Audit Committee on behalf of the Board of Trustees (the “Board”) of the Trust on May 6, 2021.
3. Summary of Significant Accounting Policies
Future Changes in Accounting Policies
- (i) COVID-19 Related Rent Concessions (Amendment to IFRS 16)
On May 28, 2020, the IASB issued COVID-19 Related Rent Concessions (Amendment to IFRS 16). The amendments exempt lessees from having to consider individual lease contracts to determine whether rent concessions occurring as a direct consequence of the COVID-19 pandemic are lease modifications and allows lessees to account for such rent concessions as if they were not lease modifications. It applies to COVID-19 related rent concessions that reduce lease payments due on or before June 30, 2021. The amendments are effective for annual periods beginning on or after June 1, 2020. Early adoption is permitted.
Page 5 of 20
Plaza Retail REIT
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
4. Investment Properties
| March | 31, | 2021 | December 31, 2020 | December 31, 2020 | December 31, 2020 | December 31, 2020 | |||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Right-of- | |||||||||||
| Income | Properties | Right-of- | Income | Properties | use land | ||||||
| producing | under | use land | producing | under | lease | ||||||
| properties | development | lease assets | Total | properties | development | assets | Total | ||||
| Balance, beginning of the | |||||||||||
| period: | $ 972,430 | $ 21,960 | $ 66,746 | $ 1,061,136 | $ 991,326 | $ 35,447 | $ 59,907 |
$ | 1,086,680 | ||
| Right-of-use land lease assets | |||||||||||
| (Note 4 (f)) | - | - | - | - | - | - | - | - | |||
| Additions (deductions): | |||||||||||
| Additions to investment | |||||||||||
| properties | 5,318 | 680 | - | 5,998 | 5,759 | 20,358 | 7,532 | 33,649 | |||
| Acquisitions of investment | |||||||||||
| properties and land | - | - | - | - | 8,727 | - | - | 8,727 | |||
| Disposals(1) | (2,704) | - | - | (2,704) | (17,498) | - | - | (17,498) | |||
| Transfers | 9,561 | (9,561) | - | - | 36,714 | (36,714) | - | - | |||
| Straight line rent receivable | |||||||||||
| change | (146) | - | - | (146) | 257 | 33 | - | 290 | |||
| Change in investment | |||||||||||
| properties held for sale | |||||||||||
| (Note 4(g)) | 383 | - | - | 383 | (3,128) | - | - | (3,128) | |||
| Change in fair value – | |||||||||||
| income producing and | |||||||||||
| under development | 3,098 | - | - | 3,098 | (49,727) | 2,836 | - | (46,891) | |||
| Change in fair value – | |||||||||||
| right-of-use land lease | |||||||||||
| assets | - | - | (187) | (187) | - | - | (693) | (693) | |||
| Balance,end of theperiod: | $ 987,940 | $ 13,079 | $ 66,559 | $ 1,067,578 | $972,430 | $21,960 | $66,746 | $ | 1,061,136 |
(1) Cash received in the prior year from disposals as per the statement of cash flows of $9.9 million is net of mortgages assumed by the purchasers of $7.6 million.
The majority of the Trust’s income producing properties and properties under development have been pledged as security under various debt agreements.
Fair value disclosure:
Investment properties (including those owned through equity accounted joint ventures) are measured at fair value using either an internal approach or external appraisals.
Income Producing Properties
(i) Internal approach – direct capitalization income approach
Income producing properties are valued using the direct capitalization method. Under this method, fair value is estimated by applying capitalization rates to future stabilized net operating income (property revenue less property operating expenses), with the resulting value reduced by any costs required to achieve stabilization. Stabilized net operating income adjusts net operating income for things like market property management fees, or in the case of development properties, to reflect full intended occupancy (less a normal vacancy allowance). The key assumption is the capitalization rate for each specific property. The Trust utilizes quarterly capitalization rate matrices provided by an external appraiser. The capitalization rate matrices provide a range of rates for various geographic regions and for various types and qualities of properties within each region. The Trust generally utilizes capitalization rates within the range of rates provided. To the extent that the externally provided capitalization rate ranges change from one reporting period to the next or should another rate within the provided ranges be more appropriate than the rate previously used, the fair value of the investment properties would increase or decrease accordingly.
Page 6 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
(ii) External appraisals
Independent appraisals are obtained in the normal course of business as refinancing activities require them. When an independent appraisal is obtained, the internal valuation team assesses all major inputs used by the independent valuators in preparing their reports and holds discussions with them on the reasonableness of their assumptions. Where warranted, adjustments will be made to the internal valuations to reflect the assumptions contained in the external valuations.
Properties Under Development
Properties under development are valued using a combination of the internal approach, as noted above, and external appraisals. The resulting values are reduced by future cash outlays for costs to complete the development and achieve stabilization, including construction, development, lease-up and related costs.
Of the total fair value in the chart above, $15.2 million of investment properties were based on external appraisals obtained during the current quarter (year ending December 31, 2020 - $96.8 million).
As at March 31, 2021 the Trust has utilized the following range of capitalization rates:
| Capitalization Rate Matrix Ranges Number of Properties(1) Weighted average capitalization rates Primary Market Secondary Market |
|
|---|---|
| Freestanding or Mini Box Quick Service Restaurant Anchored Open-Air Centre – Class A Anchored Open-Air Centre – Class B Unanchored Open-Air Centre Enclosed Malls – Community |
72 6.59% 5.50% - 9.00% 6.00% - 9.50% 81 6.96% 5.75% - 9.75% 6.25% - 11.50% 15 6.75% 6.50% - 9.00% 6.50% - 9.75% 41 7.21% 6.50% - 9.25% 7.00% - 10.75% 33 7.88% 6.00% - 10.00% 6.50% - 11.50% 3 10.00% 8.50% - 10.00% 8.25% - 11.50% 245 7.17% |
(1) Excludes certain properties under development and non-consolidated trusts and partnerships.
Freestanding or Mini Box - defined as a freestanding retail, non-restaurant use such as a pharmacy or equivalent national box retailer. May include nominal additional gross leasable area (“GLA”) if the additional GLA is 15% or less than the total GLA or gross revenue.
Quick Service Restaurant – defined as freestanding retail quick-service restaurant.
Anchored Open-Air Centre – Class A - defined as a food or equivalent-anchored retail open-air centre, 20,000-125,000 square feet and where the anchor tenant(s) represents 70% or more of GLA or gross revenue.
Anchored Open-Air Centre – Class B - defined as a food or equivalent-anchored retail open-air centre, 20,000-200,000 square feet and where the anchor tenant(s) represents less than 70% of GLA or gross revenue.
Unanchored Open-Air Centre - defined as an unanchored retail open-air centre less than 75,000 square feet.
Enclosed Malls - Community - defined as an enclosed community mall with food or department/junior department store or equivalent anchors .
At March 31, 2021 a decrease of 0.25% in the capitalization rates used to determine the fair value of investment properties would have resulted in an increase in investment properties of approximately $36.3 million. An increase of 0.25% in the capitalization rates used would have resulted in a decrease in investment properties of approximately $33.8 million.
Although the fair value of investment properties reflects the Trust’s best estimates as at March 31, 2021, the Trust continues to review its future NOI and cash flow projections and valuation of investment properties in light of COVID-19. Depending on the duration and full impacts of COVID-19, certain aspects of Plaza’s operations could be further affected, including rental and occupancy rates, consumer demand and demand for retail space, capitalization rates, tenants’ ability to pay rent in full or at all,
Page 7 of 20
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
Plaza Retail REIT
tenant inducements, temporary or long-term labour or supply chain disruptions and the impact on construction costs and development projects, and the resulting value of Plaza’s properties.
As at December 31, 2020 the Trust utilized the following range of capitalization rates:
| Capitalization Rate Matrix Ranges Number of Properties(1) Weighted average capitalization rates Primary Market Secondary Market |
|
|---|---|
| Freestanding or Mini Box Quick Service Restaurant Anchored Open-Air Centre – Class A Anchored Open-Air Centre – Class B Unanchored Open-Air Centre Enclosed Malls – Community |
73 6.59% 5.50% - 9.00% 6.00% - 9.50% 83 7.02% 5.75% - 9.75% 6.25% - 11.50% 15 6.85% 6.50% - 9.00% 6.50% - 9.75% 40 7.21% 6.50% - 9.25% 7.00% - 10.75% 33 7.94% 6.25% - 10.00% 6.75% - 11.50% 3 10.00% 8.50% - 10.00% 8.25% - 11.50% 247 7.19% |
(1) Excludes certain properties under development and non-consolidated trusts and partnerships.
(a) Straight-line Rent
Included in investment properties at March 31, 2021 is $12.1 million (December 31, 2020 - $12.2 million) of straight-line rents receivable arising from the recognition of rental revenue on a straight-line basis over the lease terms in accordance with IFRS 16, Leases .
(b) Surplus Land
Included in investment properties at March 31, 2021 is $1.2 million of surplus lands at fair value (December 31, 2020 - $1.2 million).
(c) Borrowing Costs
The total amount of borrowing costs capitalized for the period ended March 31, 2021 is $65 thousand (for the period ended March 31, 2020 - $101 thousand).
(d) Acquisitions of Investment Properties and Land
| Period Ended | Year ending | ||
|---|---|---|---|
| % | March 31, | December 31, | |
| Properties Acquired | Acquired | 2021(1) | 2020 |
| Northern Avenue Plaza,Sault Ste. Marie,ON | 50% | $ - | $8,727 |
(1) Including closing costs
Page 8 of 20
Plaza Retail REIT
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
(e) Disposals
| Net Proceeds | Net Proceeds | ||
|---|---|---|---|
| Period Ending | Year Ending | ||
| % | March 31, | December 31, | |
| Properties Disposed | Disposed | 2021 | 2020 |
| Quick Service Restaurants and excess land – Chicoutimi, QC, Levis, QC, and | |||
| Longueuil, QC. | 100% | $ 2,704 | $ - |
| Quick Service Restaurants and non-core Assets – Arnprior, ON, Cambridge, ON, | |||
| Hamilton, ON, Thunder Bay, ON, Toronto, ON, Windsor, ON, Neufchatel, QC, and | |||
| Shawinigan, QC. | 100% | - | 5,894 |
| Five single-use properties located in Calgary, AB, New Glasgow, NS, Antigonish, | |||
| NS and Montreal, QC(1) | 50% | - | 4,616 |
| Total disposals | $ 2,704 | $10,510 |
(1) The Trust sold a 50% co-ownership interest in five properties for net proceeds of $12.3 million, $4.6 million after assumption of long-term financing on the properties.
(f) Right-of-use land lease assets
The Trust has investment properties located on land which is leased. A right-of-use asset has been recorded effective January 1, 2019 to recognize these assets. The Trust has 27 long-term land leases (affecting 26 properties). Land leases expire (excluding any non-automatic renewal periods) on dates ranging from 2022 to 2084 with an average life of 33 years, with some of the leases also containing non-automatic renewal options, extending the average life of the leases to 60 years including these non-automatic renewal options.
(g) Investment properties held for sale
The Trust has segregated three investment properties as held for sale of $2.7 million for properties located in Ottawa, ON, Montreal, QC and in Quebec City, QC (December 31, 2020 - $3.1 million). The sales are expected to close in April 2021.
5. Receivables
Receivables consist of the following:
| Receivables consist of the following: | ||
|---|---|---|
| March 31, | December 31, | |
| 2021 | 2020 | |
| Tenant accounts receivable, net of allowance | $ 3,984 | $ 3,793 |
| Excise tax | 1,000 | 900 |
| CEWS government receivable | - | 976 |
| Holdback receivable | 500 | 649 |
| Other receivables | 1,155 | 1,424 |
| Income tax receivable | 444 | 364 |
| Total receivables | $ 7,083 | $8,106 |
The Trust determines its allowance for doubtful accounts on a tenant-by-tenant basis using an expected credit loss model taking into consideration lease terms, industry conditions and status of the tenants’ accounts, among other factors. Accounts are written off only when all collection efforts have been exhausted. The allowance for doubtful accounts balance at March 31, 2021 is $1.3 million (December 31, 2020 - $1.0 million). This amount is deducted from tenant accounts receivable. The uncertainty caused by COVID-19 may impact the allowance for doubtful accounts in future periods.
The Government of Canada introduced the Canadian Emergency Wage Subsidy (“CEWS”) program in 2020 which provides a subsidy for Canadian employers who have seen a drop in revenue during the COVID-19 pandemic. The Trust qualified and recorded a CEWS government receivable at December 31, 2020. The subsidy was accounted for as a $531 thousand reduction of operating expenses, $291 thousand reduction of administrative expenses, and $86 thousand as a reduction of capitalized salaries. The CEWS receivable was received during the first quarter of 2021.
Page 9 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
6. Prepaid Expenses and Deposits
Prepaid expenses and deposits consist of the following:
| Prepaid expenses and deposits consist of the following: | |
|---|---|
| March 31, 2021 December 31, 2020 |
|
| Prepaid expenses Deposits for acquisitions and financings |
$ 2,207 $ 2,281 1,166 1,211 |
| Totalprepaid expenses and deposits | $ 3,373 3,492 |
7. Notes and Advances Receivable
The notes and advances receivable are owed by co-owners of investment properties as a result of funding requirements on a short-term basis during development of investment properties, and by minority interest shareholders of consolidated entities. The notes and advances are due on demand.
8. Debentures Payable
Debentures payable consist of the following:
| Maturity Date Interest Rate |
March 31, 2021 December 31, 2020 |
|
|---|---|---|
| Convertible Series E(1) March 31, 2023 5.10% Series VII June 30, 2021 5.50% Total convertible debentures Non-convertible(2) (3) Various (see below) 5.00% Net debentures payable Less: current portion of debentures payable Total debenturespayable – long-termportion |
$ 47,722 $ 45,667 5,555 5,316 53,277 50,983 9,835 9,824 |
|
| 63,112 60,807 (15,390) (9,176) $ 47,722 $ 51,631 |
(1) Recorded at fair value based on closing market trading prices of the debentures; the fair value change of the total convertible debentures during 2021 was a loss of $2.3 million (for the period ended March 31, 2020 – gain of $9.6 million)
(2) Recorded at amortized cost
(3) Net of unamortized finance charges of $25 thousand (December 31, 2020 - $70 thousand)
Convertible and non-convertible debentures are subordinate and unsecured.
Convertible debenture terms are as follows:
| Series E | Series VII | |
|---|---|---|
| Conversion price | $5.65 | $6.04 |
| Trust’s first redemption date | April 1, 2021 | June 30, 2019 |
| Par call date | April 1, 2022 | June 30, 2020 |
| Maturity date | March 31, 2023 | June 30, 2021 |
| Face value outstanding | $47,250 | $5,500 |
| Publiclylisted | yes | no |
Non-convertible debenture maturities are as follows:
| Series I | Series II | Total | |
|---|---|---|---|
| Face value outstanding | $3,860 | $6,000 | $9,860 |
| Maturitydate | May2,2021 | February28,2022 |
Page 10 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
9. Mortgage Bonds Payable
Mortgage bonds payable are secured by various properties:
| March 31, 2021 | December 31,2020 |
|---|---|
| Series X.1 Series X.2 Series XII |
Total Total |
| Various properties, 1stmortgage $ 1,005 $ 3,195 $ - Variousproperties,1stmortgage - - 3,000 |
$ 4,200 $ 5,200 3,000 3,000 |
| Gross mortgage bonds payable 1,005 3,195 3,000 Less: unamortized finance charges Net mortgage bonds payable Less: current portion of mortgage bonds payable Net mortgage bondspayable – long-termportion |
7,200 8,200 (50) (57) |
| 7,150 8,143 (1,005) (1,997) |
|
| $ 6,145 $6,146 |
|
| Series X.1 Series X.2 Series XII |
|
| Interest Rate 6.00% 6.15% 5.50% Maturity Date Sept 25, 2021 June 25, 2022 July 15, 2022 Amount $1,005 $3,195 $3,000 |
The Series X and XII mortgage bonds can be deployed up to 90% of the cost of a property under a first or second charge on that property. If it is a second charge, the total debt, including mortgage bonds, cannot exceed 90%. These mortgage bonds can be reallocated to different properties from time to time as required.
On March 25, 2021, $2.0 million of Series X.1 mortgage bonds matured. $1.0 million of these mortgage bonds were paid out and $1.0 million were extended to September 25, 2021.
Page 11 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
10. Mortgages Payable
| Interest Rate Range Weighted Average Effective Interest Rate Maturity Dates |
March 31, 2021 December 31, 2020 |
|---|---|
| Secured fixed rate loans: 2.09% - 7.00% 4.12% Up to June 2034 Unsecured interest-only fixed rate loans: 5.00% 5.00% Up to May 2024 Fair value of interest rate swap Revaluation of loans upon acquisitions, net of amortization of $6,357 (December 31, 2020 - $6,329) Less: unamortized finance charges Total net fixed rate loans Variable rate loans: - $20 million development facility Prime plus 0.75% or BA plus 2.25% July 31, 2021 - $15 million development facility Prime plus 0.75% or BA plus 2.25% July 31, 2021 - $9.7 million interim facility Prime plus 1.50% or BA plus 2.50% March 16, 2022 - $1.2 million unsecured interest-only loan Prime plus 1.05% (min. 5.00% rate) January 15, 2024 - $10.08 million secured non-revolving construction credit facility Prime plus 1.00% or BA plus 2.25% April 24, 2021(1) - $5.6 million interim facility Prime plus 1.00% or BA plus 2.50% August 13, 2022 Less: unamortized finance charges Total net variable rate loans Net mortgages payable Less: mortgages payable of investment properties held for sale Less: mortgagespayable – currentportion |
$ 451,772 $ 465,441 9,243 10,443 1,178 3,739 416 444 (2,227) (2,236) |
| 460,382 477,831 |
|
| 10,900 10,900 8,061 6,477 9,700 - 1,171 1,171 8,855 8,855 5,558 5,558 (28) (47) |
|
| 44,217 32,914 |
|
| 504,599 510,745 |
|
| (1,293) (709) (77,977) (104,369) |
|
| Total mortgagespayable – long-termportion | $ 425,329 $405,667 |
(1) Subsequent to March 31, 2021, the $10.08 million secured non-revolving construction credit facility was renewed for one year to April 24, 2022.
All mortgages and facilities are secured by charges against specific assets. The unamortized finance charges are made up of fees and costs incurred to obtain the mortgage financing, less accumulated amortization.
To fund development activities the Trust has two revolving development facilities with Canadian chartered banks available upon pledging of specific assets. One is a $20.0 million one-year revolving facility that bears interest at prime plus 0.75% or bankers’ acceptances (“BAs”) plus 2.25%, and the other is a $15.0 million two-year revolving facility that bears interest at prime plus 0.75% or BAs plus 2.25%. At March 31, 2021 there is $16.0 million available on these development facilities (December 31, 2020 - $17.6 million). Funding is secured by first mortgage charges on development properties. The Trust must maintain certain financial ratios to comply with the facilities. These covenants include loan-to-value, debt coverage, interest coverage and occupancy covenants, as well as unitholder equity tests. As of March 31, 2021 the Trust is in compliance with all financial covenants.
During 2019, the Trust entered into four new mortgages that utilize interest rate swaps in order to fix the variable interest rate. The interest rate swaps mature in May, June and August 2029 and are recorded at fair value, with movements in fair value recorded in mortgages payable, and profit (loss).
Page 12 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
11. Bank Indebtedness
The Trust has a $46.0 million (December 31, 2020 - $46.0 million) revolving operating line of credit facility with a Canadian chartered bank at the rate of prime plus 0.75% or BA plus 2.25%. The amount available to be drawn fluctuates depending on the specific assets pledged as security. Based on the assets pledged at March 31, 2021, the available limit was $46.0 million of which $31.2 million (December 31, 2020 – $33.5 million) was drawn and therefore the maximum amount available to be drawn on the facility was $14.3 million (December 31, 2020 – $12.0 million), net of letters of credit outstanding of $503 thousand (December 31, 2020 - $503 thousand). As security, at March 31, 2021, the Trust has provided a $50.0 million demand debenture secured by a first mortgage over forty-two properties.
12. Land Lease Liabilities
The Trust has investment properties located on land which is leased. A liability has been recorded effective January 1, 2019 to recognize these assets. The Trust has 27 long-term land leases (affecting 26 properties). Land leases expire (excluding any non-automatic renewal periods) on dates ranging from 2022 to 2084 with an average life of 33 years, with some of the leases also containing non-automatic renewal options, extending the average life of the leases to 60 years including these nonautomatic renewal options.
13. Accounts Payable, Accrued Liabilities, Tenant Payables and Tenant Deposits
Accounts payable, accrued liabilities, tenant payables and tenant deposits consist of the following:
| March 31, | December 31, | |
|---|---|---|
| 2021 | 2020 | |
| Accounts payable and accrued liabilities | $ 10,010 | $ 7,010 |
| Tenant CAM and tax accrual | 1,560 | 1,614 |
| Distributions payable | 2,403 | 2,403 |
| Excise tax payable | 1,880 | 1,003 |
| Accrued interest payable | 1,583 | 2,282 |
| Deferred tenant revenue and deposits | 4,916 | 3,873 |
| Series VIII convertible debenture deposits | 3,960 | - |
| Other | 424 | 496 |
| Total accountspayable,accrued liabilities,tenantpayables and tenant deposits | $ 26,736 | $18,681 |
14. Revenues
| 3 Months | 3 Months | |
|---|---|---|
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Contractual revenue | $ 18,479 | $ 18,575 |
| Straight-line rent | (146) | 78 |
| Property tax and insurance recoveries | 5,270 | 5,389 |
| Cost recovery revenue | 2,996 | 3,164 |
| Lease buyout revenue | 75 | 38 |
| Other revenue | **34 ** | 78 |
| Totalpropertyrevenues | $ 26,708 | $27,322 |
Page 13 of 20
Plaza Retail REIT
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
15. Operating Expenses
| 3 Months | 3 Months | |
|---|---|---|
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Property taxes and insurance | $ 5,729 | $ 5,767 |
| Recoverable expenses | 3,660 | 4,117 |
| Non-recoverable expenses(1) | 1,011 | 550 |
| Total operatingexpenses | $ 10,400 | $10,434 |
(1) Non-recoverable expenses include bad debt expense of $442 thousand for the three months ended March 31, 2021 (for three months ended March 31, 2020 - $70 thousand).
16. Administrative Expenses
| 3 Months | 3 Months | |
|---|---|---|
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Salaries and benefits | $ 1,084 | $ 1,303 |
| Restricted and deferred units (including fair value) | 122 | (234) |
| Professional services | 228 | 236 |
| Office expenses | 203 | 403 |
| Total administrative expenses | $ 1,637 | $1,708 |
Total employee salaries and benefits recorded by the Trust during the period were $2.4 million, of which $1.0 million is included in operating expenses, $1.2 million is included in administrative expenses and $264 thousand has been capitalized to investment properties (for the period ended March 31, 2020 – $2.7 million, of which $1.3 million is in operating expenses, $1.1 million is in administrative expenses and $350 thousand is in investment properties).
17. Finance Costs
| 3 Months | 3 Months | |
|---|---|---|
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Mortgage interest | $ 4,945 | $ 5,356 |
| Debenture interest | 801 | 801 |
| Mortgage bond interest | 120 | 91 |
| Distributions paid to Class B exchangeable LP unitholders | 83 | 83 |
| Operating line of credit interest | 264 | 274 |
| Interest and bank charges | 91 | 60 |
| Amortization of finance charges | 141 | 216 |
| Imputed interest on land lease liabilities | 556 | 568 |
| Mark to market amortization | (28) | (41) |
| Capitalization of interest | (65) | (101) |
| Total finance costs | $ 6,908 | $7,307 |
Page 14 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
18. Unitholders’ Equity
(a) Authorized
The Declaration of Trust authorizes the issuance of an unlimited number of units and special voting units. Special voting units are only issued in tandem with the issuance of securities exchangeable into units.
Each special voting unit shall have no economic entitlement nor beneficial interest in the Trust including in the distributions or assets of the Trust, but shall entitle the holder of record thereof to a number of votes at any meeting of the unitholders equal to the number of units that may be obtained upon the exchange of the exchangeable security to which such special voting unit is attached. Special voting units may only be issued in connection with or in relation to, securities exchangeable into units, for the purpose of providing voting rights with respect to the Trust to the holders of such securities. The creation or issuance of special voting units is subject to the prior written consent of the Toronto Stock Exchange (“TSX”).
In addition, preferred units may from time to time be created and issued in one or more classes (each of which may be made up of unlimited series) without requiring voting unitholder approval. Before the issuance of preferred units of a series, the Board will execute an amendment to the Declaration of Trust containing a description of such series, including the designations, rights, privileges, restrictions and conditions determined by the Board, and the class of preferred units of which such series is a part. The issuance of preferred units is also subject to the prior written consent of the TSX.
(b) Issued and Outstanding
(i) Class B Exchangeable LP Units
The Class B exchangeable units are economically equivalent to units of the Trust and are exchangeable at any time into units of the Trust on a one-for-one basis. These units are puttable instruments where the Trust has a contractual obligation to issue Trust units to the exchangeable unitholders upon redemption. Holders of the exchangeable LP units are entitled to receive distributions per LP unit equal to distributions per unit provided to the unitholders of the Trust.
| March 31, 2021 | December 31,2020 | |||
|---|---|---|---|---|
| Units (000s) | Amount | Units(000s) | Amount | |
| Exchangeable LP units outstanding, beginning of the period | 1,191 | $ 4,300 | 1,191 | $ 5,444 |
| Fair value adjustment for theperiod | - | 429 | - | (1,144) |
| Exchangeable LP units outstanding,end of theperiod | **1,191 ** | $ 4,729 | 1,191 |
$4,300 |
(ii) Special Voting Units
At March 31, 2021, there were 1,191,000 (December 31, 2020 - 1,191,000) special voting units outstanding, issued in connection with 1,191,000 (December 31, 2020 - 1,191,000) Class B exchangeable LP units of a subsidiary of the Trust (see above).
(iii) Units
| March 31, | 2021 | December 31,2020 | December 31,2020 | ||
|---|---|---|---|---|---|
| Trust Units | Trust Units | ||||
| (000s) | Amount | (000s) | Amount | ||
| Units outstanding, beginning of the period | 101,807 | $ |
275,453 | 102,171 | $ 276,406 |
| Issuance of units: | |||||
| RU plan | - | - | 41 | 143 | |
| Repurchase and cancellation of units under normal course issuer bid | (8) | (21) | (405) | (1,096) | |
| Units outstanding,end of theperiod | 101,799 | **$ ** | **275,432 ** | 101,807 | $275,453 |
Unitholders have the right to redeem their units at the lesser of (i) 90% of the Market Price of the unit (Market Price is defined for this purpose in the Declaration of Trust as the weighted average trading price of the previous 10 trading days) and (ii) the most recent Closing Market Price (Closing Market Price is defined for this purpose in the Declaration of Trust as the weighted average trading price on the specified date) at the time of the redemption. The redemption price will be satisfied by cash, up to
Page 15 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
a limit of $50 thousand for all redemptions in a calendar month, or a note payable. For the period ended March 31, 2021 no unitholder had redeemed units.
On September 24, 2020, the Trust announced that it had received approval from the TSX for the renewal of its normal course issuer bid (“NCIB”) for a further year. Plaza’s prior NCIB expired on September 27, 2020. The period of the renewed NCIB commenced on September 28, 2020 and will conclude on the earlier of the date on which purchases under the bid have been completed and September 27, 2021. Under the terms of the renewed NCIB, the Trust can purchase up to 6,472,223 of its issued and outstanding units through the facilities of the TSX and any alternative trading system in Canada. Subject to certain prescribed exemptions and any block purchase made in accordance with the rules of the TSX, daily purchases made by the Trust may not exceed 44,809 units, representing 25% of the average daily trading volume of the units on the TSX for the sixmonth period ended August 31, 2020 (being 179,239 units). All units that are purchased under the renewed NCIB will be cancelled (on a monthly basis, on or before the record date for each monthly distribution). Unitholders may obtain a copy of the NCIB renewal notice, without charge, by contacting the Trust.
Plaza also entered into a new automatic securities purchase plan agreement (the “Purchase Plan”) with its designated broker in order to facilitate purchases of units under the renewed NCIB. The Purchase Plan, which was pre-cleared by the TSX, allows for purchases of units by Plaza at times when it would ordinarily not be permitted to make purchases due to regulatory restrictions or self-imposed blackout periods. The Purchase Plan will terminate on September 27, 2021.
For the three months ended March 31, 2021, 7,850 units have been repurchased for cancellation under Plaza’s current NCIB at a weighted average price of $3.7442. With this, to March 31, 2021, Plaza has purchased a total of 1,125,336 units for cancellation since the commencement of the original NCIB on September 28, 2018 at a weighted average price of $4.0094.
19. Distributions
Distributions are declared monthly at the discretion of the Board.
| 3 Months | 3 Months | |
|---|---|---|
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Cash distributionspaid to unitholders | $ 7,125 | $7,140 |
Page 16 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited)
(tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
20. Additional Cash Flow Information
- (a) Changes in Non-Cash Working Capital
| (a) Changes in Non-Cash Working Capital |
||
|---|---|---|
| 3 Months | 3 Months | |
| Ended | Ended | |
| March 31, | March 31, | |
| 2021 | 2020 | |
| Receivables | $ 1,103 | $ (462) |
| Prepaid expenses and deposits | 74 | 414 |
| Change in construction accruals removed from investing activities | (856) | 380 |
| Accountspayable,accrued liabilities,tenantpayables and tenant deposits | 4,800 | 1,214 |
| Total cash from change in non-cash workingcapital | $ 5,121 | $1,546 |
(b) Changes in Liabilities Arising from Financing Activities
| (b) Changes in Liabilities Arising from Financing Activities |
||
|---|---|---|
| March 31, | December 31, | |
| 2021 | 2020 | |
| Current and long-term debt(1)– beginning of the period | $ 651,977 | $ 644,287 |
| Redemption/repayment of mortgage bonds and debentures | (1,000) | (4,195) |
| Periodic mortgage principal repayments | (3,008) | (10,762) |
| Mortgage interest deferral program | - | 997 |
| Land lease addition | - | 7,532 |
| Land lease principal repayments | (187) | (693) |
| Mortgages repaid | (32,853) | (53,394) |
| Mortgages assumed by purchasers on sale of investment properties | - | (7,484) |
| Gross mortgage proceeds | 32,278 | 73,489 |
| Gross mortgage bond proceeds | - | 3,395 |
| Fees incurred for placement of debt | (98) | (354) |
| Decreases in notes payable | (6) | (220) |
| Non-cash changes in current and long-term debt: | ||
| Net change in fair value of Class B exchangeable LP units | 429 | (1,144) |
| Net change in fair value of interest rate swaps | (2,561) | 3,386 |
| Net change in fair value of convertible debentures | 2,295 | (3,429) |
| Amortization of finance charges | 141 | 731 |
| Mark to market amortization | (28) | (165) |
| Current and long-term debt(1)– end of theperiod | $ 647,379 | $651,977 |
(1) Debt defined for this purpose as mortgage bonds, debentures, mortgages payable, notes payable, Class B exchangeable LP units and land lease liabilities.
Page 17 of 20
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
Plaza Retail REIT
21. Related Party Transactions
The following are the related party transactions of the Trust. All related party transactions have been recorded at the exchange amount.
(a) Bonds and Debentures
The trustees own directly or indirectly the following unsecured debentures of the Trust (stated at face value):
| March 31, 2021 | December 31,2020 | |
|---|---|---|
| Earl Brewer (trustee) | $ 325 | $ 325 |
| Stephen Johnson (trustee) | 200 | 200 |
| DougMcGregor(Chairman and trustee) | 400 | 400 |
| Total | $ 925 | $925 |
No other trustee or key management personnel own mortgage bonds or debentures of the Trust at March 31, 2021 (December 31, 2020 - nil).
(b) Notes Payable to Related Parties
The following non-interest bearing notes existed at the time of acquisition of properties in September 2000. The notes are repayable on sale or refinancing of the related asset.
| March 31, 2021 | December 31,2020 | |
|---|---|---|
| Entities owned (directly or indirectly), controlled or significantly | ||
| influenced byMichael Zakuta. | **$ 261 ** | $261 |
(c) Other Transactions with Related Parties
-
(i) TC Land LP, an entity controlled by Michael Zakuta and Earl Brewer, leases nine parcels of land to the Trust at market rates, with a total annual rent of $1.2 million. The land leases expire at various times from October 2043 to November 2047, subject to options to renew. All of these land leases have options to purchase, of which one is at a fixed price and the others are at fair market value.
-
(ii) Earl Brewer and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 25% interest in the Gateway Mall, Sussex, NB. A subsidiary of the Trust manages the mall. At March 31, 2021 there is a $6 thousand accounts receivable balance owing to the Trust for property management, leasing and development fees (December 31, 2020 - $6 thousand). For the three months ended March 31, 2021, property management, development, financing and leasing fees of $24 thousand were earned by a subsidiary of the Trust from this property (for the three months ended March 31, 2020 - $16 thousand).
-
(iii) The Montreal office of Plaza Group Management Limited (a wholly-owned subsidiary of the Trust) shares office space with a company indirectly owned by Michael Zakuta in an office building owned by that related party. The Trust pays no rent for the space.
-
(iv) Earl Brewer and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 20% interest in Mountainview Plaza, Midland, ON and Park Street Plaza, Kenora, ON. A subsidiary of the Trust manages the malls. At March 31, 2021 there is $7.2 million owed by the properties to the Trust which is recorded in notes and advances receivable (December 31, 2020 - $7.2 million). As well, there is a $16 thousand accounts receivable balance owing to the Trust for property management, leasing and development fees (December 31, 2020 - $49 thousand). For the three months ended March 31, 2021, property management, leasing, development and financing fees of $50 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 - $50 thousand).
-
(v) Earl Brewer and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 50% interest in two single-use properties located in Amherstview and Port Perry, ON. A subsidiary of the Trust manages the properties. For
Page 18 of 20
Plaza Retail REIT
Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
the three months ended March 31, 2021, property management fees of $1 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 - $1 thousand).
-
(vi) Earl Brewer, Barbara Trenholm and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 25% interest in KGH Plaza, Miramichi, NB, a single-use property located at 681 Mountain Road, Moncton, NB, a single-use property located at 201 Main Street, Sussex, NB and Robie Street Truro Plaza, Truro, NS. A subsidiary of the Trust manages the properties. At March 31, 2021 there is a $18 thousand accounts receivable balance owing to the Trust for property management, development and leasing fees (December 31, 2020 - $5 thousand). For the three months ended March 31, 2021, property management, leasing and development fees of $26 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 - $17 thousand).
-
(vii) Earl Brewer and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 50% interest in Scott Street Plaza, St. Catharines, ON, and five single-use properties located at St. Joseph’s Boulevard, Orleans, ON, Dufferin and Wilson, Perth, ON, Ontario Street Port Hope, Port Hope, ON, Civic Centre Road, Petawawa, ON and 615 King Street, Gananoque, ON. A subsidiary of the Trust manages the properties. For the three months ended March 31, 2021, property management fees of $8 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 - $8 thousand).
-
(viii) Earl Brewer, Denis Losier and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 50% interest in the following eight properties: Boulevard Hebert Plaza and Victoria Street Plaza in Edmundston, NB; Grand Falls Shopping Center and Madawaska Road Plaza in Grand Falls, NB; Connell Road Plaza, Woodstock, NB; Welton Street Plaza, Sydney, NS; and Pleasant Street Plaza and Starrs Road Plaza in Yarmouth, NS. A subsidiary of the Trust manages the properties. At March 31, 2021 there is a $16 thousand accounts receivable balance owing to the Trust for property management fees (December 31, 2020 - $16 thousand). For the three months ended March 31, 2021, property management, leasing and development fees of $91 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 – $37 thousand).
-
(ix) Barbara Trenholm and Michael Zakuta, directly or indirectly, hold interests in common with the Trust’s 50% interest in the following five properties: 5628 4[th] Street NW, Calgary, AB, 303 Main St., Antigonish, NS, 912 East River Rd, New Glasgow, NS, 1 Mont-Royal Ave E, and 8222 Maurice-Duplessis Blvd., Montreal, QC. A subsidiary of the Trust manages the properties. At March 31, 2021 there is a $2 thousand accounts receivable balance owing to the Trust for property management fees (December 31, 2020 - $2 thousand). For the three months ended March 31, 2021, property management, leasing and development fees of $6 thousand were earned by a subsidiary of the Trust from these properties (for the three months ended March 31, 2020 – nil).
Page 19 of 20
Plaza Retail REIT Notes to the Condensed Interim Consolidated Financial Statements March 31, 2021 (unaudited) (tabular amounts in thousands of Canadian dollars, except per unit amounts and as otherwise indicated)
22. Financial Instruments and Risk Management
In accordance with IFRS, the Trust is required to classify its financial instruments carried at fair value in the financial statements using a fair value hierarchy that exhibits the significance of the inputs used in making the measurements.
Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 - Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices).
Level 3 - Inputs for the asset or liability that are not based on observable market data.
The following table provides information on financial assets and liabilities measured at fair value.
| **March 31, ** | 2021 | December 31,2020 | ||||||
|---|---|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | Level 1 | Level 2 |
Level 3 | |||
| Investment properties | $ - | $ - | $ 1,001,019 | $ - | $ - | $ 994,390 | ||
| Right-of-use land lease assets | - | - | 66,559 | - | - | 66,746 | ||
| Investmentproperties held for sale | 2,745 | - | - | 3,128 | - | - | ||
| $ 2,745 | $ - | $ 1,067,578 | $3,128 | $- | $ | 1,061,136 | ||
| Class B exchangeable LP units | $ 4,729 | $ - | $ |
- | $ 4,300 | $ - | $ | - |
| Series E convertible debentures | 47,722 | - | - | 45,667 | - | - | ||
| Series VII convertible debentures | - | 5,555 | - | - | 5,316 | - | ||
| Land lease liabilities | - | - | 66,559 | - | - | 66,746 | ||
| $52,451 | $5,555 | $ | 66,559 | $49,967 | $5,316 | $ | 66,746 |
The fair value of investment properties is based on a combination of external appraisals and internal valuations based on a capitalization matrix provided by independent appraisers (see Note 4 for a more detailed description of the Trust’s valuation approach). The significant unobservable inputs include normalized net operating income, which is supported by the terms of existing leases in place and current market rents to renew or lease up vacant or expiring space, adjusted for estimated or normalized vacancy rates based on market conditions and factoring in expected maintenance costs.
23. Subsequent Events
Financings
In April 2021, the Trust renewed interim financing for a property located in Cambridge, ON in the amount of $8.9 million for one year to April 24, 2022, on the same terms.
Convertible Debentures
On April 1, 2021, the Trust obtained $12.0 million in financing through a private placement of Series VIII convertible debentures. The Debentures have a term of five years, bear interest at a rate of 5.95% and convertible at $4.75/unit.
Unitholders’ Equity
Between April 1[st] and May 6[th] , 2021, an additional 3,100 units have been repurchased under the normal course issuer bid at an average unit price of $3.9587.
Distributions
The Trust paid a cash distribution of $0.02333 per unit for a total of $2.4 million on April 15, 2021.
Page 20 of 20