Primaris REIT Announces Strong Q2 2023 Results; Raises and Tightens 2023 Guidance

TORONTO--()--Primaris Real Estate Investment Trust (“Primaris” or “the Trust”) (TSX: PMZ.UN) announced today financial and operating results for the second quarter ended June 30, 2023.

Quarterly Financial and Operating Results Highlights

  • $96.0 million total rental revenue;
  • +3.4% Same Properties Cash Net Operating Income** ("Cash NOI") growth;
  • 91.0% committed occupancy and 89.8% in-place occupancy;
  • +8.2% weighted average spread on renewing rents across 546,000 square feet;
  • $0.395 Fund from Operations** ("FFO") per average diluted unit;
  • $3.3 billion total assets;
  • 51.9% FFO Payout Ratio**;
  • 33.3% Debt to Total Assets**;
  • 5.2x Average Net Debt** to Adjusted EBITDA**
  • $452.2 million in liquidity;
  • $2.7 billion in unencumbered assets; and
  • $21.90 Net Asset Value** ("NAV") per unit outstanding.

Business Update Highlights

  • Revised guidance for anticipated growth in 2023 Same Properties Cash NOI** to 4.0% to 5.5% (guidance updated from 3.0% to 5.0%);
  • Subsequent to quarter end, completed the acquisition of Conestoga Mall in Waterloo, Ontario, adding 585,000 square feet of GLA;
  • Completed inaugural GRESB submission and CDP Climate Change questionnaire; and
  • Purchased for cancellation 314,200 Units under the NCIB at an average price per unit of approximately $13.06, representing a discount to NAV** of approximately 40.4%. Subsequent to June 30, 2023, Primaris purchased an additional 125,000 Units under the automatic share purchase plan for consideration of $1.7 million as of August 3, 2023.

"Enclosed malls across our portfolio continue to perform very well due to their market leading qualities, combined with little to no new supply of shopping centres,” said Patrick Sullivan, President and Chief Operating Officer. “There is significant growth to be captured over the next few years across our property portfolio as we drive occupancy back to historical normal levels, and rental growth. The team has been working hard to deliver on our business plan, including the integration of Conestoga Mall into our fully internal, vertically integrated, full-service national platform."

Chief Financial Officer, Rags Davloor added, “Our differentiated financial model places Primaris in an enviable position with very low leverage, a low payout ratio and significant retained free cash flow. With unencumbered assets of $3.0 billion including Conestoga Mall, limited exposure to variable rate debt, and zero debt maturing in 2023, we are very well positioned with reduced refinancing risk and enhanced liquidity. The power of our differentiated financial model positions us extremely well to capitalize on opportunities inline with our strategy, driving growth.”

“Reflecting strong results to date, the strength of our business and visibility into the back half of the year, we are raising and tightening our Same Properties Cash NOI guidance for 2023,” said Alex Avery, Chief Executive Officer. “The opportunities for growth we see before us are immense, and span occupancy improvement, increasing rental rates, reinvesting to enhance select shopping centres, recycling capital and continuing to grow our portfolio through acquisitions. Having completed the Conestoga Mall transaction, expanding the asset and equity base of the REIT significantly, and demonstrating our ability to raise equity through attractive acquisitions, we are ready to accelerate efforts to recycle capital, including both non-core dispositions and higher volumes of buyback activity.”

2023 Financial Outlook

Disciplined capital allocation is a key pillar to Primaris' strategy. To this end, Primaris reiterates its established targets for managing the Trust's financial condition.

 

Targets

Debt to Total Assets**1

25% - 35%

Average Net Debt** to Adjusted EBITDA**1

4.0x – 6.0x

FFO Payout Ratio**

45% - 50%

Secured debt to Total Debt**

<40%

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the Management's Discussion and Analysis ("MD&A").

1 The debt ratios are non-GAAP ratios calculated on the basis described in the indentures for the Series A, Series B and Series C debentures (the "Trust Indentures"). See Section 10.4, "Capital Structure" in the MD&A.

Reproduced guidance: In addition to its established targets above, in the MD&A for the three months and year ended December 31, 2022 Primaris published guidance for the full year of 2023. Certain of this guidance has been reproduced again below:

Occupancy: Management continues to anticipate portfolio occupancy to increase 0.8% to 1.0% in 2023.

Rental Revenue: Management continues to anticipate contractual rent-steps of approximately $2.1 million, or approximately 1.0% of base rent.

Rental Revenue: Management continues to anticipate straight-line rent to be in the range of $1.8 million to $2.2 million.

General and Administrative Expenses: Management continues to anticipate general and administrative expenses for the 2023 fiscal year to be approximately $30 million.

Operating Capital Expenditures: 2023 operating capital expenditures continue to be anticipated to be in the range of $27.7 million to $31.7 million, or $2.55 to $2.90 per square foot.

Impact of NCIB Activity: Primaris continues to believe that, from time to time, the market price for the Units may not fully reflect their intrinsic value, and in such circumstances, using the NCIB to repurchase Units is an attractive use of capital until other investment opportunities are available that meet our disciplined capital allocation approach.

Distributions: Effective for the distribution declared on December 30, 2022, paid January 16, 2023, Primaris increased the distribution rate from $0.80 to $0.82 per unit per annum, or 2.5%. Management continues to intend to increase distributions annually, as operations permit.

Updated or Additional Guidance: The guidance below, for the full 2023 year, provides an update to the guidance previously provided in the MD&A for the three months and year ended December 31, 2022 and provides additional guidance with respect to Cash NOI**.

Same Properties Cash NOI**: Management has revised its anticipated growth in Same Properties Cash NOI** to be between 4.0% to 5.5% (guidance updated from 3.0% to 5.0%).

Cash NOI**: In its press release dated June 19, 2023, management announced its anticipated Cash NOI** for the portfolio for the 2023 fiscal year to be in the range of $220 million to $224 million including the six months' contribution from Conestoga Mall (Cash NOI** for the year ended December 31, 2022 was $206.1 million).

Redevelopment Capital Expenditures: Management has revised its anticipated development spend for the 2023 fiscal year to be in the range of $50 million to $60 million. primarily related to Northland Village in Calgary, Alberta (guidance updated from $30 million to $40 million). See Section 7.3, "Redevelopment and Development".

Select Financial and Operational Metrics

As at or for the three months ended,

(in thousands of Canadian dollars unless otherwise indicated)

(unaudited)

June 30, 2023

 

March 31, 2023

 

June 30, 2022

Number of investment properties

 

35

 

 

 

35

 

 

 

35

 

Gross leasable area ("GLA") (in millions of square feet)

 

10.9

 

 

 

10.9

 

 

 

11.3

 

In-place occupancy

 

89.8

%

 

 

90.6

%

 

 

86.5

%

Committed occupancy

 

91.0

%

 

 

91.3

%

 

 

87.4

%

Weighted average net rent per occupied square foot1

$

24.37

$

24.30

$

24.10

Total assets

$

3,298,973

 

 

$

3,277,463

 

 

$

3,219,667

 

Total liabilities

$

1,193,143

 

 

$

1,181,210

 

 

$

1,006,149

 

Total revenue

$

95,965

 

 

$

96,369

 

 

$

94,337

 

Cash flow from (used in) operating activities

$

51,082

 

 

$

22,887

 

 

$

29,118

 

Cash Net Operating Income** ("Cash NOI")

$

54,163

 

 

$

51,187

 

 

$

52,463

 

Same Properties Cash NOI** growth

 

3.4

%

 

 

9.8

%

 

 

 

Net income (loss)

$

32,602

 

 

$

35,586

 

 

$

4,157

 

Net income (loss) per unit

$

0.339

 

 

$

0.369

 

 

$

0.041

 

Funds from Operations** ("FFO") per unit - average diluted

$

0.395

 

 

$

0.369

 

 

$

0.399

 

FFO Payout Ratio**

 

51.9

%

 

 

55.5

%

 

 

50.1

%

Adjusted Funds from Operations** ("AFFO") per unit - average diluted

$

0.266

 

 

$

0.319

 

 

$

0.332

 

AFFO Payout Ratio**

 

77.1

%

 

 

64.2

%

 

 

60.2

%

Distributions declared per unit

$

0.205

 

 

$

0.205

 

 

$

0.200

 

Weighted average Units outstanding - diluted ('000s)

 

97,290

 

 

 

97,788

 

 

 

101,447

 

Net Asset Value** ("NAV") per unit outstanding

$

21.90

 

 

$

21.74

 

 

$

22.16

 

Debt to Total Assets**2

 

33.3

%

 

 

33.5

%

 

 

28.8

%

Average Net Debt** to Adjusted EBITDA**2,3

5.2x

 

5.1x

 

5.1x

Interest Coverage**2,3

4.1x

 

4.6x

 

6.0x

Liquidity

$

452,206

 

 

$

468,301

 

 

$

307,471

 

Unencumbered Assets

$

2,726,616

 

 

$

2,712,996

 

 

$

2,185,310

 

Unencumbered assets to unsecured debt

3.4x

 

3.4x

 

6.2x

Secured debt to Total Debt**

 

27.1

%

 

 

27.2

%

 

 

51.2

%

Fixed rate debt as a percent of Total Debt**

 

100.0

%

 

 

100.0

%

 

 

89.0

%

Weighted average term to debt maturity -Total Debt** (in years)

 

3.6

 

 

 

3.9

 

 

 

2.8

 

Weighted average interest rate - Total Debt**

 

4.77

%

 

 

4.76

%

 

 

3.87

%

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Supplementary financial measure, see Section 1, "Basis of Presentation" - "Use of Operating Metrics" in the MD&A.

2 The debt ratios are non-GAAP ratios calculated on the basis described in the indentures for the Series A, Series B and Series C debentures (the "Trust Indentures"). See Section 10.4, "Capital Structure" in the MD&A.

3 For the rolling four-quarters ended June 30, 2023 and March, 31, 2023, and for the six months ended June 30, 2022, respectively. Rolling four-quarters are not available for the 2022 fiscal year.

Operating Results

Same Properties Cash NOI** for the quarter was $1.7 million, or 3.4%, higher than the same period of the prior year. Cash NOI** for shopping centres contributed $1.8 million, or 3.7%, to the increase. The increase was driven by higher revenues from base rent, specialty leasing and recovery of operating costs, partially offset by lower percentage rent in lieu of base rent. Redevelopment projects completed in 2022 contributed $0.5 million to the shopping centres' base rent.

The below table compares the composition of FFO** and AFFO** and calculates the drivers of the changes for the three months ended June 30, 2023 as compared to the same period in 2022.

For the three months ended June 30,

 

($ thousands except per unit amounts)

(unaudited)

2023

 

2022

 

Change

Contribution

 

per unit1

 

Contribution

 

per unit1

 

Contribution

 

per unit1

 

 

 

 

 

 

 

 

 

 

 

 

NOI** from:

 

 

 

 

 

 

 

 

 

 

 

Same Properties2

$

54,211

 

 

$

0.557

 

 

$

52,794

 

 

$

0.520

 

 

$

1,417

 

 

$

0.014

 

Property under redevelopment

 

1,212

 

 

 

0.013

 

 

 

1,241

 

 

 

0.012

 

 

 

(29

)

 

 

 

Interest and other income

 

2,192

 

 

 

0.023

 

 

 

782

 

 

 

0.008

 

 

 

1,410

 

 

 

0.014

 

Net interest and other financing charges

 

(12,811

)

 

 

(0.132

)

 

 

(8,208

)

 

 

(0.081

)

 

 

(4,603

)

 

 

(0.045

)

General and administrative expenses (net of internal expenses for leases)

 

(5,986

)

 

 

(0.062

)

 

 

(5,924

)

 

 

(0.058

)

 

 

(62

)

 

 

(0.001

)

Amortization

 

(375

)

 

 

(0.004

)

 

 

(197

)

 

 

(0.002

)

 

 

(178

)

 

 

(0.002

)

Impact of variance in weighted average units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.016

 

FFO** and FFO** per unit - average diluted

$

38,443

 

 

$

0.395

 

 

$

40,488

 

 

$

0.399

 

 

$

(2,045

)

 

$

(0.004

)

Internal expenses for leases

 

(1,867

)

 

 

(0.019

)

 

 

(1,490

)

 

 

(0.015

)

 

 

(377

)

 

 

(0.003

)

Straight-line rent

 

(384

)

 

 

(0.004

)

 

 

(1,331

)

 

 

(0.013

)

 

 

947

 

 

 

0.009

 

Recoverable and non-recoverable costs

 

(2,841

)

 

 

(0.029

)

 

 

(1,324

)

 

 

(0.013

)

 

 

(1,517

)

 

 

(0.015

)

Tenant allowances and leasing costs

 

(7,499

)

 

 

(0.077

)

 

 

(2,652

)

 

 

(0.026

)

 

 

(4,847

)

 

 

(0.048

)

Impact of variance in weighted average units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.005

)

AFFO** and AFFO** per unit - average diluted

$

25,852

 

 

$

0.266

 

 

$

33,691

 

 

$

0.332

 

 

$

(7,839

)

 

$

(0.066

)

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Per weighted average diluted unit

2 Properties owned throughout the entire 18 months ended June 30, 2023, excluding properties under development or major redevelopment, are referred to as "Same Properties".

The $0.004 per unit decrease in FFO** was primarily attributable to a $0.045 decrease per unit due to higher net interest and other financing charges. These per unit decreases were partially offset by $0.014 per unit from Same Properties NOI** growth and a $0.016 per unit increase due to the change in Units outstanding as a result of NCIB activity. The $0.066 decrease in AFFO** per unit was primarily driven by the year over year variability of capital spending on tenant allowances and leasing costs and higher recoverable cost spending in the current year.

The below table compares the composition of FFO** and AFFO** for the three months ended June 30, 2023 to the prior quarter ended March 31, 2023 and calculates the drivers of the quarter over quarter changes.

($ thousands except per unit amounts)

(unaudited)

June 30, 2023

 

March, 31, 2023

 

Change

For the three months ended

Contribution

 

per unit1

 

Contribution

 

per unit1

 

Contribution

 

per unit1

 

 

 

 

 

 

 

 

 

 

 

 

NOI** from:

 

 

 

 

 

 

 

 

 

 

 

Same Properties

$

54,211

 

 

$

0.557

 

 

$

51,155

 

 

$

0.523

 

 

$

3,056

 

 

$

0.031

 

Property under redevelopment

 

1,212

 

 

 

0.013

 

 

 

1,151

 

 

 

0.012

 

 

 

61

 

 

 

0.001

 

Interest and other income

 

2,192

 

 

 

0.023

 

 

 

1,404

 

 

 

0.014

 

 

 

788

 

 

 

0.008

 

Net interest and other financing charges

 

(12,811

)

 

 

(0.132

)

 

 

(11,838

)

 

 

(0.121

)

 

 

(973

)

 

 

(0.010

)

General and administrative expenses (net of internal expenses for leases)

 

(5,986

)

 

 

(0.062

)

 

 

(5,401

)

 

 

(0.055

)

 

 

(585

)

 

 

(0.006

)

Amortization

 

(375

)

 

 

(0.004

)

 

 

(374

)

 

 

(0.004

)

 

 

(1

)

 

 

 

Impact of variance in weighted average units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

0.002

 

FFO**

$

38,443

 

 

$

0.395

 

 

$

36,097

 

 

$

0.369

 

 

$

2,346

 

 

$

0.026

 

Internal expenses for leases

 

(1,867

)

 

 

(0.019

)

 

 

(1,847

)

 

 

(0.019

)

 

 

(20

)

 

 

 

Straight-line rent

 

(384

)

 

 

(0.004

)

 

 

(833

)

 

 

(0.008

)

 

 

449

 

 

 

0.005

 

Recoverable and non-recoverable costs

 

(2,841

)

 

 

(0.029

)

 

 

(1,152

)

 

 

(0.012

)

 

 

(1,689

)

 

 

(0.017

)

Tenant allowances and leasing costs

 

(7,499

)

 

 

(0.077

)

 

 

(1,049

)

 

 

(0.011

)

 

 

(6,450

)

 

 

(0.066

)

Impact of variance in weighted average units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(0.001

)

AFFO**

$

25,852

 

 

$

0.266

 

 

$

31,216

 

 

$

0.319

 

 

$

(5,364

)

 

$

(0.053

)

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Per weighted average diluted unit.

FFO** for the three months ended June 30, 2023 was $0.026 per unit higher than the prior quarter ended March, 31, 2023. This increase was driven by a $0.031 per unit increase in Same Properties NOI** primarily attributable to prior year tax recoveries and improved expense recovery ratios, partially offset by bad debt expense. There was a $0.006 per unit decrease from higher general and administrative costs, due in part to timing of grants under the unit-based compensation program. Higher interest expense due to rising interest rates, was partially offset by interest income on cash balances carried in the second quarter. Continuing NCIB activity contributed a $0.002 per unit increase. The $0.053 per unit decrease in quarter over quarter AFFO** was driven by the seasonality of recoverable capital projects and the variability of capital spending for tenant allowances and leasing costs.

Occupancy and Leasing Results

Primaris’ leasing activities are focused on driving value by actively managing the tenant and merchandising mix at its investment properties. Due to seasonality, fourth quarter occupancy is typically higher as retailers benefit from holiday shopping. Portfolio in-place occupancy at June 30, 2023 increased 3.3% from June 30, 2022.

As at

 

Committed occupancy

In-place occupancy

Count

June 30, 2023

June 30, 2023

December 31, 2022

June 30, 2022

 

 

 

 

 

 

Shopping centres1

22

90.5

%

89.4

%

91.0

%

87.7

%

Other properties2

13

94.7

%

92.7

%

91.7

%

78.8

%

Portfolio occupancy

35

91.0

%

89.8

%

91.1

%

86.5

%

Portfolio average in-place occupancy

 

 

 

 

Three months ended

35

 

90.0

%

91.0

%

86.3

%

Year to date

35

 

90.3

%

88.3

%

86.0

%

1 Shopping centres include 21 enclosed malls and 1 open air centre, Highstreet Shopping Centre in Abbotsford, BC.

2 Other properties include 9 plazas, 3 office buildings and 1 industrial building. Other properties above includes the property under redevelopment.

In the quarter, Primaris completed 156 leasing deals totaling 0.5 million square feet. Overall renewal rents were up 8.2% comprised of commercial retail unit ("CRU") renewals of 6.0%, and large format renewals of 19.1%.

Included in the leasing activity for the quarter were 28 new leases that were for a lease term of less than one year, or for percentage rent in lieu of base rent. While these lease structures have always been a tool to manage tenant relocations and the timing of development plans, during the pandemic leases structured as percentage rent in lieu of base rent were more prevalent to assist tenants and to maintain occupancy rates. As these leases mature, management anticipates moving tenants back to traditional lease structures. At June 30, 2023, percentage rent in lieu of base rent leases were in place for 0.6 million square feet of GLA, or 6.5% of occupied GLA with an average remaining lease term of 2.3 years.

Percentage Rent in Lieu of Base Rent Leases

As at

Number of Leases

Portion of Leases by Count1

June 30, 2023

128

5.9 %

March 31, 2023

155

7.1 %

December 31, 2022

169

7.7 %

September 30, 2022

177

8.1 %

June 30, 2022

181

8.3 %

March 31, 2022

184

8.5 %

1 Lease count excludes short term leases.

Robust Liquidity and Differentiated Financial Model

Primaris’ differentiated financial model is core to its overall strategy, providing a best-in-class capital structure upon which to build the business, providing on-going financial stability and strength. The following table summarizes Primaris' unencumbered assets and unsecured debt.

($ thousands) (unaudited)

As at

Target Ratio

June 30, 2023

 

December 31, 2022

 

 

 

 

 

Unencumbered assets - number

 

 

29

 

 

 

30

 

Unencumbered assets - value

 

$

2,726,616

 

 

$

2,863,844

 

Unencumbered assets as a percentage of the investment properties

 

 

86.3

%

 

 

91.8

%

Secured debt to Total Debt**

<40%

 

27.1

%

 

 

21.4

%

Unencumbered assets to unsecured debt

 

3.4x

 

3.6x

Unencumbered assets in excess of unsecured debt

 

$

1,926,616

 

 

 

2,069,844

 

Percent of Cash NOI** generated by unencumbered assets

 

 

85.1

%

 

 

90.2

%

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

There is no debt maturing in 2023.

Liquidity at quarter end was $452.2 million, or 41.2% of Total Debt**, covering all debt obligations into 2026.

Primaris has a NAV** per unit outstanding of $21.90.

Conference Call and Webcast

Date: Friday August 4, 2023, at 10:00 a.m. (ET)

 

Webcast link: Please go to the Investor Relations section on Primaris’ website or click here.

 

 

Conference call details:

Dial:

For Canada please dial: 1-833-950-0062

 

For International please dial: 1-833-470-1428

Passcode:

256362

The call will be accessible for replay until August 18, 2023, by dialing 1-866-813-9403 with access code 218673, or on the Investor Relations section of the website.

About Primaris Real Estate Investment Trust

Primaris is Canada’s only enclosed shopping centre focused REIT, with ownership interests primarily in leading enclosed shopping centres located in growing markets. The current portfolio totals 11.4 million square feet valued at approximately $3.4 billion at Primaris’ share. Economies of scale are achieved through its fully internal, vertically integrated, full-service national management platform. Primaris is very well-capitalized and is exceptionally well positioned to take advantage of market opportunities at an extraordinary moment in the evolution of the Canadian retail property landscape.

Forward-Looking Statements and Future Oriented Financial Information Disclaimer

Certain statements included in this news release constitute ‘‘forward-looking information’’ or “forward-looking statements” within the meaning of applicable securities laws. The words “will”, “expects”, “plans”, "estimates", “intends” and similar expressions are often intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Specific forward-looking statements made or implied in this news release include but are not limited to statements regarding: growth opportunities, estimated growth of Same Properties Cash NOI**, expected future distributions, the Trust’s development activities, expected benefits from the Trust's normal course issuer bid activity, occupancy improvement, increasing rental rates, future acquisitions, reinvestment in select shopping centres, internal NOI growth opportunity, refinancing risk, the Trust’s targets for managing its financial condition, the recovery of tenant sales, and the movement of tenants back to traditional lease structures. Forward-looking statements are provided for the purpose of presenting information about management’s current expectations and plans relating to the future and readers are cautioned that such statements may not be appropriate for other purposes. These statements are not guarantees of future performance and are based on estimates and assumptions that are inherently subject to risks and uncertainties, Primaris cautions that although it is believed that the assumptions are reasonable in the circumstances, actual results, performance or achievements of Primaris may differ materially from the expectations set out in the forward-looking statements. Material risk factors and assumptions include those set out in the MD&A which will be available on SEDAR, and in Primaris’ other materials filed with the Canadian securities regulatory authorities from time to time. Given these risks, undue reliance should not be placed on these forward-looking statements, which apply only as of their dates. Other than as specifically required by law, Primaris undertakes no obligation to update any forward-looking statements to reflect new information, subsequent or otherwise.

Readers are cautioned that there is a significant risk that actual results for the year ending December 31, 2023 will vary from the financial outlook statements provided in this press release and MD&A and that such variations may be material.

Certain forward-looking information included in this news release may also be considered “future-oriented financial information” or “financial outlook” for purposes of applicable securities laws (collectively, “FOFI”). FOFI about the Trust’s prospective results of operations including, without limitation, anticipated NOI** growth, impact on rental revenue of contractual rent-steps, anticipated general and administrative expense levels, and anticipated capital spending, is subject to the same assumptions, risk factors, limitations and qualifications set out in the MD&A which will be available on SEDAR, and in Primaris’ other materials filed with the Canadian securities regulatory authorities from time to time. The Trust and management believe that such FOFI have been prepared on a reasonable basis, reflecting management’s best estimates and judgments. However, because this information is subjective and subject to numerous risks, it should not be relied on as necessarily indicative of future results. FOFI contained in this news release was made as of the date of this news release and was provided for the purpose of providing further information about the Trust’s prospective results of operations. Readers are cautioned that the FOFI contained herein should not be used for purposes other than for which it is disclosed herein.

Readers are also urged to examine the Trust’s materials filed with the Canadian securities regulatory authorities from time to time as they may contain discussions on risks and uncertainties which could cause the actual results and performance of Primaris to differ materially from the forward-looking statements contained in this news release. All forward-looking statements in this news release are qualified by these cautionary statements. These forward-looking statements are made as of August 3, 2023 and Primaris, except as required by applicable securities laws, assumes no obligation to update or revise them to reflect new information or the occurrence of future events or circumstances.

Non-GAAP Measures

Information in this press release is a select summary of results. This press release should be read in conjunction with the Trust’s MD&A and the Trust's unaudited interim condensed consolidated financial statements and the accompanying notes (together the “Financial Statements”) for the three and six months ended June 30, 2023 and 2022.

The Financial Statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). However, Primaris also uses a number of measures which do not have a standardized meaning prescribed under generally accepted accounting principles (“GAAP”) in accordance with IFRS. These non-GAAP measures, which are denoted in this press release by the suffix “**” include non-GAAP financial measures and non-GAAP ratios, each as defined in National Instrument 52-112, Non-GAAP and Other Financial Measures Disclosure ("NI 52-112"). None of these non-GAAP measures should be construed as an alternative to financial measures calculated in accordance with GAAP. Furthermore, these non-GAAP measures may not be comparable to similar measures presented by other real estate entities and should not be construed as an alternative to financial measures determined in accordance with IFRS. A definition of each non-GAAP measure used herein and an explanation of management's reasons as to why it believes the measure is useful to investors can be found in the section entitled “Non-GAAP Measures” in the MD&A, which section is incorporated by reference into this news release, and a reconciliation to the most directly comparable financial measure in the Financial Statements, in each case, can be found below. The MD&A is available on the Trust’s profile on SEDAR at www.sedarplus.ca.

Use of Operating Metrics

Primaris uses certain operating metrics to monitor and measure the operational performance of its portfolio. Operating metrics in this news release include, among others, investment property count, gross leasable area (“GLA”), in-place occupancy, committed occupancy, weighted average net rent per occupied square foot, and normalized average operating capital cost per square foot. Certain of these operating metrics, including weighted average net rent per occupied square foot and normalized average operating capital cost per square foot, may constitute supplementary financial measures as defined in NI 52-112. These supplementary measures are not derived from directly comparable measures contained in the Financial Statements but may be used by management and disclosed on a periodic basis to depict the historical or future expected financial performance, financial position or cash flow of the Trust. For an explanation of the composition of weighted average net rent per occupied square foot and normalized average operating capital cost per square foot, see “Section 8, "Operational Performance" – “Weighted Average Net Rent” and “Operating Capital Expenditures” in the MD&A, respectively, which sections are incorporated by reference into this news release.

Reconciliations of Non-GAAP Measures

The following tables reconcile NOI** to rental revenue and property operating costs as presented in the unaudited interim condensed consolidated Financial Statements.

For the periods ended June 30,

Three months

($ thousands) (unaudited)

2023

 

2022

Rental Revenue

$

95,965

 

 

$

94,337

 

Property operating costs

 

(40,542

)

 

 

(40,302

)

Net Operating Income**

 

55,423

 

 

 

54,035

 

Exclude variances from:

 

 

 

 

 

 

 

Straight-line rent

 

(384

)

(1,331

)

Lease surrender revenue

 

(876

)

 

 

(241

)

Cash Net Operating Income**

$

54,163

 

 

$

52,463

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

For the three months ended

($ thousands) (unaudited)

March, 31, 2023

 

 

 

Rental Revenue

$

96,369

 

Property operating costs

 

(44,063

)

Net Operating Income**

 

52,306

 

Exclude variances from:

 

 

 

Straight-line rent

 

(833

)

Lease surrender revenue

 

(286

)

Cash Net Operating Income**

$

51,187

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

 

The following table is a further analysis of Cash NOI** above.

For the periods ended June 30,

($ thousands) (unaudited)

Three months

2023

 

2022

Same Properties NOI**

$

54,211

 

 

$

52,794

 

Exclude variances from:

 

 

 

Straight-line rent

 

(387

)

 

 

(1,339

)

Lease surrender revenue

 

(876

)

 

 

(241

)

Same Properties1 Cash NOI**

 

52,948

 

 

 

51,214

 

Same Properties Growth

 

3.4

%

 

 

Cash NOI** from:

 

 

 

Property under redevelopment

 

1,215

 

 

 

1,249

 

Cash NOI**

$

54,163

 

 

$

52,463

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Properties owned for the entire 18 months ended June 30, 2023, excluding properties under development or major redevelopment, are referred to as "Same Properties".

The following tables reconcile net income, as determined in accordance with GAAP, to FFO**.

For the periods ended June 30,

($ thousands except per unit amounts) (unaudited)

Three months

2023

 

2022

Net income (loss)

$

32,602

 

 

$

4,157

 

Reverse:

 

 

 

Adjustments to fair value of derivative instruments

 

(6,539

)

 

 

 

Adjustments to fair value of unit-based compensation

 

(133

)

 

 

(1,429

)

Adjustments to fair value of investment properties

 

10,646

 

 

 

36,270

 

Internal expenses for leases

 

1,867

 

 

 

1,490

 

Funds from Operations**

$

38,443

 

 

$

40,488

 

FFO** per unit - average basic

$

0.399

 

 

$

0.402

 

FFO** per unit - average diluted

$

0.395

 

 

$

0.399

 

FFO Payout Ratio** - Target 45% - 50%

 

51.9

%

 

 

50.1

%

Distributions declared per unit

$

0.205

 

 

$

0.200

 

Weighted average Units outstanding - basic (in thousands)

 

96,378

 

 

 

100,817

 

Weighted average Units outstanding - diluted (in thousands)

 

97,290

 

 

 

101,447

 

Number of Units outstanding - end of period (in thousands)

 

96,243

 

 

 

100,181

 

For the three months ended

($ thousands except per unit amounts) (unaudited)

March, 31, 2023

 

 

 

Net income (loss)

$

35,586

 

Reverse:

 

 

 

Adjustments to fair value of derivative instruments

 

2,214

 

Adjustments to fair value of unit-based compensation

 

(864

)

Adjustments to fair value of investment properties

 

(2,686

)

Internal expenses for leases

 

1,847

 

Funds from Operations**

$

36,097

 

FFO** per unit - average basic

$

0.372

 

FFO** per unit - average diluted

$

0.369

 

FFO Payout Ratio** - Target 45% - 50%

 

55.5

%

Distributions declared per unit

$

0.205

 

Weighted average Units outstanding - basic (in thousands)

 

97,112

 

Weighted average Units outstanding - diluted (in thousands)

 

97,788

 

Number of Units outstanding - end of period (in thousands)

 

96,508

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

 

The following tables reconcile FFO** to AFFO**.

For the periods ended June 30,

($ thousands except per unit amounts) (unaudited)

Three months

2023

 

2022

Funds from Operations**

$

38,443

 

 

$

40,488

 

Reverse:

 

 

 

Internal expenses for leases

 

(1,867

)

 

 

(1,490

)

Straight-line rent

 

(384

)

 

 

(1,331

)

Deduct:

 

 

 

Recoverable and non-recoverable costs

 

(2,841

)

 

 

(1,324

)

Tenant allowances and external leasing costs

 

(7,499

)

 

 

(2,652

)

Adjusted Funds from Operations**

$

25,852

 

 

$

33,691

 

AFFO** per unit - average basic

$

0.268

 

 

$

0.334

 

AFFO** per unit - average diluted

$

0.266

 

 

$

0.332

 

AFFO Payout Ratio**

 

77.1

%

 

 

60.2

%

Distributions declared per unit

$

0.205

 

 

$

0.200

 

Weighted average Units outstanding - basic (in thousands)

 

96,378

 

 

 

100,817

 

Weighted average Units outstanding - diluted (in thousands)

 

97,290

 

 

 

101,447

 

Number of Units outstanding - end of period (in thousands)

 

96,243

 

 

 

100,181

 

For the three months ended

($ thousands except per unit amounts) (unaudited)

March, 31, 2023

 

 

 

Funds from Operations**

$

36,097

 

Reverse:

 

 

 

Internal expenses for leases

 

(1,847

)

Straight-line rent

 

(833

)

Deduct:

 

 

 

Recoverable and non-recoverable costs

 

(1,152

)

Tenant allowances and external leasing costs

 

(1,049

)

Adjusted Funds from Operations**

$

31,216

 

AFFO** per unit - average basic

$

0.321

 

AFFO** per unit - average diluted

$

0.319

 

AFFO Payout Ratio**

 

64.2

%

Distributions declared per unit

$

0.205

 

Weighted average Units outstanding - basic (in thousands)

 

97,112

 

Weighted average Units outstanding - diluted (in thousands)

 

97,788

 

Number of Units outstanding - end of period (in thousands)

 

96,508

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

 

The following tables calculate NAV** per unit outstanding.

($ thousands) (unaudited)

As at

June 30, 2023

 

December 31, 2022

 

Change

 

Change
per unit

 

 

 

 

 

 

 

 

Investment Properties

$

3,144,592

 

 

$

3,118,590

 

 

$

26,002

 

 

$

0.27

 

Investment properties classified as held for sale

 

16,600

 

 

 

 

 

 

16,600

 

 

 

0.17

 

Cash

 

42,206

 

 

 

10,954

 

 

 

31,252

 

 

 

0.32

 

Other assets

 

95,575

 

 

 

72,237

 

 

 

23,338

 

 

 

0.24

 

Total assets

 

3,298,973

 

 

 

3,201,781

 

 

 

97,192

 

 

 

1.00

 

Mortgages payable

 

(297,270

)

 

 

(215,680

)

 

 

(81,590

)

 

 

(0.84

)

Senior unsecured debentures

 

(600,000

)

 

 

(350,000

)

 

 

(250,000

)

 

 

(2.56

)

Unsecured credit facilities

 

(200,000

)

 

 

(444,000

)

 

 

244,000

 

 

 

2.50

 

Total Debt**

 

(1,097,270

)

 

 

(1,009,680

)

 

 

(87,590

)

 

 

(0.90

)

Other liabilities

 

(95,873

)

 

 

(104,472

)

 

 

8,599

 

 

 

0.09

 

Reverse: Obligation for purchase of Units under automatic share purchase plan1

 

1,625

 

 

 

12,508

 

 

 

(10,883

)

 

 

(0.11

)

Impact of variance in outstanding Units

 

 

 

 

 

 

 

0.33

 

Net Asset Value**

$

2,107,455

 

 

$

2,100,137

 

 

$

7,318

 

 

$

0.41

 

Net Asset Value** per unit outstanding

$

21.90

 

 

$

21.49

 

 

$

0.41

 

 

 

Debt to Total Assets**2 - Target 25% - 35%

 

33.3

%

 

 

31.5

%

 

 

1.7

%

 

 

Number of Units outstanding - end of period (in thousands)

 

96,243

 

 

 

97,713

 

 

 

(1,470

)

 

 

($ thousands) (unaudited)

As at

June 30, 2022

Investment Properties

$

3,182,595

 

Cash

 

 

Other assets

 

37,072

 

Total assets

 

3,219,667

 

Mortgages payable

 

(474,649

)

Senior unsecured debentures

 

(350,000

)

Credit facilities

 

(101,529

)

Total Debt**

 

(926,178

)

Other liabilities

 

(79,971

)

Reverse: Obligation for purchase of Units under automatic share purchase plan1

 

6,621

 

Net Asset Value**

$

2,220,139

 

Net Asset Value** per unit outstanding

$

22.16

 

Debt to Total Assets**2 - Target 25% - 35%

 

28.8

%

Number of Units outstanding - end of period (in thousands)

 

100,181

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Liability recorded for the obligation to purchase Units during the blackout period after June 30, 2023 under the automatic share purchase plan, but respective Units not yet cancelled.

2 The debt ratios are non-GAAP ratios calculated based on the Trust Indentures.

The following tables calculate financial ratios for Average Net Debt** to Adjusted EBITDA**, Interest Coverage** and Debt Service Coverage**.

($ thousands) (unaudited)

For the rolling four-quarters ended

June 30, 2023

 

For the six months ended

June 30, 2022

 

 

 

 

Adjusted EBITDA**

 

 

$

91,141

Adjusted EBITDA** - annualized1

 

 

$

182,282

Adjusted EBITDA** - rolling 4-quarters1

$

191,537

 

 

Average Net Debt**

$

991,959

 

$

921,876

Average Net Debt** to Adjusted EBITDA**2

Target 4.0x - 6.0x

5.2x

 

5.1x

Interest expense1,3

$

46,357

 

$

15,161

Interest Coverage**2

4.1x

 

6.0x

Principal repayments1

$

10,165

 

$

9,351

Interest expense1,3

$

46,357

 

$

15,161

Debt Service Coverage**2

3.4x

 

3.7x

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Rolling four-quarters are not available for the 2022 fiscal year. Annualized Adjusted EBITDA** excludes impact of fourth quarter seasonality. Adjusted EBITDA** for the rolling four-quarters captures seasonality.

2 The debt ratios are non-GAAP ratios calculated on the basis described in the Trust Indentures.

3 Interest expense includes interest on senior unsecured debentures, mortgages, and unsecured credit facilities. See Section 9.1, "Components of Net Income (Loss)" in the MD&A.

The below table calculates Adjusted EBITDA** for the three and six months ended June 30, 2023 and 2022.

($ thousands) (unaudited)

Three months

 

Six months

For the periods ended June 30,

2023

 

2022

 

2023

 

2022

 

 

 

 

 

 

 

 

Net income (loss)

$

32,602

 

 

$

4,157

 

 

$

68,188

 

 

$

34,188

 

Interest income1

 

(798

)

 

 

(15

)

 

 

(845

)

 

 

(21

)

Net interest and other financing charges

 

12,811

 

 

 

8,208

 

 

 

24,649

 

 

 

14,263

 

Amortization

 

375

 

 

 

197

 

 

 

749

 

 

 

393

 

Adjustments to fair value of derivative instruments

 

(6,539

)

 

 

 

 

 

(4,325

)

 

 

 

Adjustments to fair value of unit-based compensation

 

(133

)

 

 

(1,429

)

 

 

(997

)

 

 

(1,748

)

Adjustments to fair value of investment properties

 

10,646

 

 

 

36,270

 

 

 

7,960

 

 

 

44,066

 

Adjusted EBITDA** for the three month periods

$

48,964

 

 

$

47,388

 

 

$

95,379

 

 

$

91,141

 

Adjusted EBITDA** - annualized2

 

 

$

189,552

 

 

 

 

$

182,282

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

1 Interest income earned on cash balances.

2 Rolling four-quarters are not available for the 2022 fiscal year. Annualized Adjusted EBITDA** excludes impact of fourth quarter seasonality.

For the three months and rolling four-quarters ended

($ thousands) (unaudited)

 

March, 31, 2023

 

Net income (loss)

$

35,586

 

Interest income1

 

(47

)

Net interest and other financing charges

 

11,838

 

Amortization

 

374

 

Adjustments to fair value of derivative instruments

 

2,214

 

Adjustments to fair value of unit-based compensation

 

(864

)

Adjustments to fair value of investment properties

 

(2,686

)

Adjusted EBITDA**

$

46,415

 

Adjusted EBITDA** - rolling 4-quarters

$

189,961

 

Average Net Debt**

$

961,574

 

Average Net Debt** to Adjusted EBITDA**2 - Target 4.0x - 6.0x

 

5.1x

 

Interest expense3 - rolling 4-quarters

$

41,520

 

Interest coverage**2

 

4.6x

 

Principal repayments - rolling 4-quarters

$

12,728

 

Interest expense3 - rolling 4-quarters

$

41,520

 

Debt service coverage**2

 

3.5x

 

** Denotes a non-GAAP measure. See Section 1, "Basis of Presentation" – "Use of Non-GAAP Measures” and Section 12, "Non-GAAP Measures" in the MD&A.

 

1 Excludes interest income earned on note receivable.

 

2 The debt ratios are non-GAAP ratios calculated based on the Trust Indentures.

 

3 Interest expense includes interest on senior unsecured debentures, mortgages, and credit facilities. See Section 9.1, "Components of Net Income (Loss)" in the MD&A.

 

The below tables calculate Adjusted EBITDA** for the rolling four-quarters ended June 30, 2023, March, 31, 2023 and the year ended December 31, 2022.

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

June 30, 2023

 

Q2 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

Adjusted EBITDA**

 

$

191,537

 

48,964

 

46,415

 

47,318

 

48,840

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

March, 31, 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

 

Q2 2022

Adjusted EBITDA**

 

$

189,961

 

46,415

 

47,318

 

48,840

 

47,388

($ thousands) (unaudited)

 

Fiscal year ended

 

 

 

 

 

 

 

 

For the period

 

December 31, 2022

 

Q4 2022

 

Q3 2022

 

Q2 2022

 

Q1 2022

Adjusted EBITDA**

 

$

187,299

 

47,318

 

48,840

 

47,388

 

43,753

The below table calculates Average Net Debt** for the rolling four-quarters ended June 30, 2023 and March, 31, 2023, and the six months ended June 30, 2022.

($ thousands) (unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at

 

June 30, 2023

 

March 31, 2023

 

December 31, 2022

 

September 30, 2022

 

June 30, 2022

 

March 31, 2022

 

December 31, 2021

Total Debt**

 

$

1,097,270

 

 

$

1,098,982

 

 

$

1,009,680

 

 

$

940,158

 

 

$

926,178

 

$

924,924

 

 

$

923,210

 

less: Cash

 

 

(42,206

)

 

 

(59,301

)

 

 

(10,954

)

 

 

(14

)

 

 

 

 

(21,785

)

 

 

(5,636

)

Net Debt**

 

$

1,055,064

 

 

$

1,039,681

 

 

$

998,726

 

 

$

940,144

 

 

$

926,178

 

$

903,139

 

 

$

917,574

 

Average Net Debt**

 

$

991,959

 

 

$

961,574

 

 

 

 

 

 

$

921,876

 

 

 

 

 

 

The below tables calculate interest expense, for the calculation of the Interest Coverage** ratio, for the rolling four-quarters ended June 30, 2023, March, 31, 2023 and the year ended December 31, 2022.

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

June 30, 2023

 

Q2 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

Interest expense1

 

$

46,357

 

13,414

 

12,436

 

11,215

 

9,292

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

March, 31, 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

 

Q2 2022

Interest expense1

 

$

41,520

 

12,436

 

11,215

 

9,292

 

8,577

($ thousands) (unaudited)

 

Fiscal year ended

 

 

 

 

 

 

 

 

For the period

 

December 31, 2022

 

Q4 2022

 

Q3 2022

 

Q2 2022

 

Q1 2022

Interest expense1

 

$

35,498

 

11,215

 

9,292

 

8,577

 

6,414

1 Interest expense includes interest on senior unsecured debentures, mortgages, and unsecured credit facilities. See Section 9.1, "Components of Net Income (Loss)".

The below tables calculate principal repayments, for the calculation of the Interest Coverage** ratio, for the rolling four-quarters ended June 30, 2023, March, 31, 2023 and the year ended December 31, 2022.

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

June 30, 2023

 

Q2 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

Principal repayments

 

$

10,165

 

1,712

 

1,698

 

2,866

 

3,889

($ thousands) (unaudited)

 

Rolling 4-quarters

 

 

 

 

 

 

 

 

For the period

 

March, 31, 2023

 

Q1 2023

 

Q4 2022

 

Q3 2022

 

Q2 2022

Principal repayments

 

$

12,728

 

1,698

 

2,866

 

3,889

 

4,275

($ thousands) (unaudited)

 

Fiscal year ended

 

 

 

 

 

 

 

 

For the period

 

December 31, 2022

 

Q4 2022

 

Q3 2022

 

Q2 2022

 

Q1 2022

Principal repayments

 

$

16,106

 

2,866

 

3,889

 

4,275

 

5,076

 

Contacts

For more information:
TSX: PMZ.UN
www.primarisreit.com
www.sedarplus.ca

Alex Avery
Chief Executive Officer
416-642-7837
aavery@primarisreit.com

Rags Davloor
Chief Financial Officer
416-645-3716
rdavloor@primarisreit.com

Timothy Pire
Chair of the Board
chair@primarisreit.com

Contacts

For more information:
TSX: PMZ.UN
www.primarisreit.com
www.sedarplus.ca

Alex Avery
Chief Executive Officer
416-642-7837
aavery@primarisreit.com

Rags Davloor
Chief Financial Officer
416-645-3716
rdavloor@primarisreit.com

Timothy Pire
Chair of the Board
chair@primarisreit.com