TORONTO, May 12, 2023
/CNW/ - Northwest Healthcare Properties Real Estate Investment
Trust (the "REIT") (TSX: NWH.UN), today provides an update on the
progress of the UK joint venture ("UK JV"), its non-core sales
program and announces results for the three months ended
March 31, 2023.
The UK JV is progressing well and as previously announced
Northwest has secured an investment from an institutional investor
(the "UK Investor") to acquire between 70% and 80% of the net
equity in the REIT's UK portfolio. The UK JV is expected to close
on or before June 30, 2023 subject to
customary closing conditions and final documentation.
The REIT's non-core sales program, announced last quarter, has
expanded from $220 million to
approximately $340 million at a
weighted average cap rate of approximately 5.75%. $75 million of asset sales are committed and
closing on May 31, 2023 and the
balance of sales are expected to close over the course of Q2 and
Q3. Proceeds will be used to repay higher cost debt and are
expected to be immediately accretive to AFFO per unit.
Inclusive of the non-core sales program, its previously
announced US JV initiative and the UK JV, the REIT expects to
generate between $550 and
$600 million of net proceeds in 2023.
Net proceeds from capital recycling initiatives will be used to
repay higher cost debt on an accretive basis.
Operationally, the REIT's high quality and defensive portfolio
delivered strong results including 4.4% same property NOI
("SPNOI")1 on a year over year basis. The REIT's
portfolio occupancy of 97% is underpinned by a weighted average
lease expiry of 14 years and 83% of leases are subject to rent
indexation. With a portfolio comprising more than 2,000 tenants the
REIT's cash flow is highly diversified.
______________________________
|
1 These are
not measures recognized under IFRS and do not have standardized
meanings prescribed by IFRS. Further, the REIT's definitions of FFO
and AFFO differ from those used by other similar real estate
investment trusts, as well from the definitions recommended by
REALpac. See "Non-IFRS Financial Measures", Exhibit 1 and Exhibit
2.
|
In Q1 2023, revenue and NOI increased by 29% and 24%,
respectively. However, as a result of higher interest rates,
temporarily elevated leverage, and lower transaction volumes within
the REIT's fee bearing capital platforms, per unit AFFO decreased
from $0.21 in Q1 2022 to $0.17 in Q1 2023. During the quarter, the REIT
implemented a hedging program to fix the interest rate on
$901 million of floating rate,
foreign currency debt and for the partial quarter for which the
hedges were in place the REIT achieved interest savings of
$3.7 million. Beginning in Q2 2023,
the full quarter impact of the hedging program will result in
incremental interest rate savings of $0.02 per unit as compared to Q1 2023.
Over the course of 2023, the impact of hedging activities, the
UK and US joint ventures, non-core asset sales and associated
capital redeployment is expected to increase per unit AFFO by
approximately 20% relative to the current quarter run-rate.
Commenting on the REIT's progress advancing its capital raising
initiatives, Paul Dalla Lana, the
REIT's Chairman and CEO said:
"The UK JV has entered the final stage and is
tracking to close before June 30,
2023. This will enable the REIT to eliminate the
transitional capital structure which was put in place to facilitate
its strategic US acquisition. Together with the non-core sale
program that will see the first closing on May 31st and the $86 million convertible debenture that closed in
Q2 the REIT is expecting to generate more than $375 million of net new proceeds in the quarter.
After repaying high-cost debt on an accretive basis the REIT
anticipates that Q2 capital generation will increase liquidity by
more than $125 million."
Mr. Dalla Lana went on to
say:
"With anticipated liquidity in excess of
near-term requirements, the REIT is considering all options to
redeploy capital to maximize unitholder value including through
unit buybacks, further deleveraging and opportunistic
acquisitions."
Balance Sheet Initiatives:
As at March 31, 2023, the REIT
reported Debt to Gross Book Value (including Convertible
Debentures) of 50% on a consolidated and proportionate basis. As
highlighted above the REIT has identified approximately
$340 million of directly held
non-core asset sales in addition to its commitment to closing the
UK JV in Q2 2023, and the US JV in H2 2023. Upon completion of
these transactions and associated debt repayment the REIT
anticipates consolidated and proportionate Debt to Gross Book Value
to decrease to 38.2% (-1,180 bp) and 47.7% (-1,000 bp),
respectively.
Subsequent to quarter end, the REIT issued a $86.3 million convertible debenture (including
full exercise of the overallotment option) with a 7.75% coupon that
matures on April 30 2028. Net
proceeds of the transaction were used to repay short-term variable
rate debt with a weighted average interest rate of 9.3%. The REIT
has now refinanced 76% of its 2023 debt maturities, increased its
exposure to fixed rate debt (including in-place hedges) to 64% and
reduced its weighted average interest rate to 4.7%.
Funds Management:
As highlighted above, Northwest has secured an investment from a
UK Investor for a 70% to 80% investment in the UK seed portfolio
which is tracking to close on or before June
30, 2023 subject to confirmatory due diligence and final
documentation.
The REIT's US joint venture initiative continues to progress,
and the REIT remains actively engaged with qualified partners and
is working towards commercial terms. Completion continues to be
expected in the second half of 2023.
At a target ownership level of between 20% and 30% across its
capital platforms the REIT anticipates generating an increased
level of growth in both AFFO and NAV on a per unit basis as a
result of leveraging its capital light model and internally
generated capital to fund growth.
Growth and Capital Recycling:
The healthcare real estate market continues to adjust to the
rapid change in global interest rates over the last 12 months, bid
ask spreads are beginning to converge and transaction volumes are
beginning to normalize. With that said, the REIT remains highly
disciplined with respect to capital deployment and as a result
acquisition volume was nil in the quarter.
The REIT had previously identified $220
million of directly held non-core assets for sale across the
REIT's global platform which has now increased to approximately
$340 million. These sale processes
have significantly advanced and $146
million of assets in the United
States and Germany are now
classified as held for sale, including one that is fully committed
and closing on May 31, 2023. Net
proceeds from asset sales will be allocated to repaying high-cost
corporate debt on an accretive basis.
The REIT remains constructive on the long-term demand factors
that drive value creation in healthcare real estate and with
$4.6 billion of available fee bearing
capital its is well positioned to execute on new investment
opportunities while remaining disciplined in its capital allocation
strategies.
2023 First Quarter Financial and Operational
Highlights:
For the three months ended March 31,
2022, the REIT delivered strong operational performance with
an increasingly conservative balance sheet across an expanded 233
property, 18.6 million square foot defensive acute healthcare real
estate portfolio underpinned by long-term inflation indexed leases.
Key highlights are as follows:
- Q1 2023 revenue of $135.3M up
29.5% YOY;
- Q1 2023 AFFO of $0.17 per unit
(see Exhibit 2);
- Q1 2023 Same Property NOI increased by 4.4% on a year over year
basis, driven primarily by annual rent indexation (see Exhibit
3);
- Strong portfolio occupancy of 97% consistent with last quarter
with the international portfolio holding stable at 98.2%;
- Weighted average lease expiry of 13.6 years is underpinned by
the international portfolio's Hospital and Health Care Facility
Assets' weighted average lease expiry of 18.0 years;
- Total assets under management ("AUM") increased 13.7% year over
year to $10.8 billion;
- Total capital deployed in fee bearing vehicles is $6.1 billion up 8.9% year over year. Available
capacity in existing fee bearing vehicles totals $4.6 billion;
- Net asset value ("NAV") per unit decreased by 1.4% to
$13.16 compared to December 31, 2022 (see Exhibit 4);
- Consolidated Debt to Gross Book Value Including Convertible
Debentures of 50.0% has increased 750 bp year over year and is
expected to decrease to 38.2% (1,180 bp) as the REIT completes its
UK and US JVs as well as its non-core assets sales.
Selected Financial Information:
(unaudited)
($000's, except unit
and per unit amounts)
|
Three months
ended
March 31, 2023
|
Three months
ended
March 31, 2022
|
Number of
properties
|
233
|
202
|
Gross leasable area
(sf)
|
18,637,159
|
16,919,499
|
Occupancy
|
97 %
|
97 %
|
Weighted Average Lease
Expiry (Years)
|
13.6
|
14.6
|
Net Operating
Income
|
$95,421
|
$77,067
|
Net Income (Loss)
attributable to unitholders
|
$(89,155)
|
$123,335
|
Funds from Operations
("FFO") (1)
|
$39,538
|
$47,328
|
Adjusted Funds from
Operations ("AFFO") (1)
|
$40,129
|
$47,450
|
Debt to Gross Book
Value - Declaration of Trust (1)
|
46.7 %
|
40.7 %
|
Debt to Gross Book
Value - Including Convertible
Debentures (1)
|
50.0 %
|
42.5 %
|
(1) FFO and AFFO are
not measures recognized under IFRS and do not have standardized
meanings prescribed by IFRS. The REIT's definitions of FFO and AFFO
differ from those used
by other similar real estate investment trusts, as well from the
definitions recommended by
REALpac. See "Non-IFRS Financial Measures", Exhibit 1 and Exhibit 2
and "Performance
Measurement" in the REIT's MD&A.
|
|
Q1 2023 Conference Call:
The REIT invites you to participate in its conference call with
senior management to discuss our first quarter 2023 results on
Friday, May 12, 2023 at 10:00 AM (Eastern).
The conference call can be accessed by dialing 416-764-8609 or 1
(888) 390-0605. The conference ID is 64481047#.
Audio replay will be available from May
12, 2023 through May 19, 2023
by dialing 416-764-8677 or 1 (888) 390-0541. The reservation number
is 481047#.
In conjunction with the release of the REIT's first quarter 2023
financial results, the REIT will post a current investor update
presentation to its website where additional information on the
REIT's investments and operating performance may be found. Please
visit the REIT's website at https://nwhreit.com/ to view the latest
update.
About Northwest Healthcare Properties Real Estate Investment
Trust
Northwest Healthcare Properties Real Estate Investment Trust
(TSX: NWH.UN) (Northwest) is an unincorporated, open-ended real
estate investment trust established under the laws of the Province
of Ontario. As at March 31, 2023, the REIT provides investors with
access to a portfolio of high-quality international healthcare real
estate infrastructure comprised of interests in a diversified
portfolio of 233 income-producing properties and 18.6 million
square feet of gross leasable area located throughout major markets
in Canada, the United States, Brazil, Europe, Australia and New
Zealand. The REIT's portfolio of medical office buildings,
clinics, and hospitals is characterized by long-term indexed leases
and stable occupancies. With a fully integrated and aligned senior
management team, the REIT leverages over 300 professionals in ten
offices in eight countries to serve as a long-term real estate
partner to leading healthcare operators.
Non-IFRS Financial Measures
Some financial measures used in this press release, such as
SPNOI, Constant Currency SPNOI, FFO, FFO per Unit, AFFO, AFFO per
Unit, AFFO Payout Ratio, NAV, NAV per Unit, portfolio occupancy and
weighted average lease expiry, are used by the real estate industry
to measure and compare the operating performance of real estate
companies, but they do not have any standardized meaning prescribed
by IFRS.
These non-IFRS financial measures and non–IFRS ratios should not
be construed as alternatives to financial measures calculated in
accordance with IFRS. The REIT's method of calculating these
measures and ratios may differ from the methods of other real
estate investment trusts or other issuers, and accordingly may not
be comparable. Further, the REIT's definitions of FFO and AFFO
differ from the definitions recommended by REALpac. These non- IFRS
measures are more fully defined and discussed in the exhibits to
this news release and in the REIT's Management's Discussion and
Analysis ("MD&A") for the 3 months ended March 31, 2023, in the "Performance Measurement"
and "Results from Operations" sections. The MD&A is available
on the SEDAR website at www.sedar.com.
Forward-Looking Statements
This press release may contain forward-looking statements with
respect to the REIT, its operations, strategy, financial
performance and condition. These statements generally can be
identified by use of forward-looking words such as "may", "will",
"expect", "estimate", "anticipate", "intends", "believe",
"normalized", "contracted", or "continue" or the negative thereof
or similar variations. Examples of such statements in this press
release may include statements concerning the REIT's position as a
leading healthcare real estate asset manager globally, geographic
expansion, ESG initiatives, expanding AUM, balance sheet
optimization arrangements, and potential acquisitions, dispositions
and other transactions, including the proposed UK joint venture, a
potential US joint venture and the program intended to reduce the
REIT's exposure to floating rate debt. The REIT's actual results
and performance discussed herein could differ materially from those
expressed or implied by such statements. The forward-looking
statements contained in this press release are based on numerous
assumptions which may prove incorrect and which could cause actual
results or events to differ materially from the forward-looking
statements. Such assumptions include, but are not limited to (i)
assumptions relating to completion of anticipated acquisitions,
dispositions, development, joint venture, deleveraging and other
transactions (some of which remain subject to completing
documentation) on terms disclosed; (ii) the REIT's properties
continuing to perform as they have recently, (iii) the REIT
successfully integrating past and future acquisitions, including
the realization of synergies in connection therewith; (iv) various
general economic and market factors, including exchange rates
remaining constant, local real estate conditions remaining strong,
interest rates remaining at current levels, the impacts of COVID-19
on the REIT's business ameliorating or remaining stable; and (vii)
the availability of equity and debt financing to the REIT. Such
forward-looking statements are qualified in their entirety by the
inherent risks and uncertainties surrounding future expectations,
including that the transactions contemplated herein are completed.
Important factors that could cause actual results to differ
materially from expectations include, among other things, general
economic and market factors, competition, changes in government
regulations and the factors described under "Risks and
Uncertainties" in the REIT's Annual Information Form and the risks
and uncertainties set out in the MD&A which are available on
www.sedar.com. These cautionary statements qualify all
forward-looking statements attributable to the REIT and persons
acting on its behalf. Unless otherwise stated, all forward-looking
statements speak only as of the date of this press release, and,
except as expressly required by applicable law, the REIT assumes no
obligation to update such statements.
(in thousands of
Canadian dollars)
|
|
|
Unaudited
|
|
|
|
For the three months
ended March 31,
|
|
2023
|
2022
|
|
|
|
Net Property
Operating Income
|
|
|
Revenue from
investment properties
|
$
135,324
|
$
104,463
|
Property operating
costs
|
39,903
|
27,396
|
|
95,421
|
77,067
|
|
|
|
Other
Income
|
|
|
Interest and
other
|
4,116
|
2,510
|
Development
revenue
|
—
|
2,564
|
Management
fees
|
10,725
|
7,095
|
Share of profit (loss)
of equity accounted investments
|
3,988
|
5,168
|
|
18,829
|
17,337
|
|
|
|
Expenses and
other
|
|
|
Mortgage and loan
interest expense
|
51,648
|
23,387
|
General and
administrative expenses
|
13,036
|
10,309
|
Transaction
costs
|
5,020
|
5,599
|
Development
costs
|
—
|
2,348
|
Foreign exchange
(gain) loss
|
(7,216)
|
(594)
|
|
62,488
|
41,049
|
|
|
|
Income before
finance costs, fair value adjustments, and net gain (loss)
on financial instruments
|
51,762
|
53,355
|
Finance
costs
|
|
|
Amortization of
financing costs
|
(2,970)
|
(2,221)
|
Amortization of
mark-to-market adjustment
|
—
|
90
|
Class B exchangeable
unit distributions
|
(342)
|
(342)
|
Fair value adjustment
of Class B exchangeable units
|
1,761
|
34
|
Accretion of financial
liabilities
|
(5,043)
|
(8,573)
|
Fair value adjustment
of convertible debentures
|
3,198
|
2,850
|
Convertible debenture
issuance costs
|
(21)
|
—
|
Net gain (loss) on
financial instruments
|
(17,192)
|
28,970
|
Fair value adjustment
of investment properties
|
(151,561)
|
82,341
|
Fair value adjustment
of deferred unit plan liability
|
3,303
|
211
|
|
|
|
Income before taxes
from continuing operations
|
(117,105)
|
156,715
|
|
|
|
Current tax
expense
|
6,996
|
7,193
|
Deferred tax expense
(recovery)
|
(34,946)
|
26,187
|
Income tax expense
(recovery)
|
(27,950)
|
33,380
|
|
|
|
Total net
income
|
$
(89,155)
|
$
123,335
|
|
|
|
Net income
attributable to:
|
|
|
Unitholders
|
$
(97,486)
|
$
88,254
|
Non-controlling
interests
|
8,331
|
35,081
|
|
$
(89,155)
|
$
123,335
|
Financial Exhibits
Exhibit 1 – Funds From Operations Reconciliation
The REIT calculates FFO based on certain adjustments to net
income (computed in accordance with IFRS) as detailed below. The
REIT makes adjustments for cost incur with respect to exploring new
growth opportunities, establishing joint arrangements, building
relationships with healthcare operators and institutional
investors, which in management view are not reflective of earnings
from core operations or impact the REIT's ability in the long-run
to make distributions to Unitholders given their discretionary and
strategic nature. In addition, beginning in the quarter ended
December 31, 2022, FFO is being
adjusted for net losses incurred with respect to an investment in
unlisted securities and certain G&A expenses that, in each
case, management views as not reflective of recurring earnings from
core operations (collectively, the "Other FFO Adjustments").
REALpac has established a standardized definition of FFO in a White
Paper dated January 2022 ("REALpac
Guidance"). The REIT's FFO definition differs from the REALpac
Guidance in that, when calculating FFO, the REIT (a) excludes the
revaluation of financial liabilities, convertible debenture
issuance costs and all transaction costs, and (b) makes the Other
FFO Adjustments. The REIT's method of calculating FFO also differs
from other issuers' methods and may not be comparable to similar
measures used by other issuers.
FUNDS FROM
OPERATIONS
|
|
|
|
Expressed in thousands
of Canadian dollars, except per unit amounts
|
Three months ended
March 31,
|
|
2023
|
|
2022
|
|
Variance
|
|
|
|
|
|
|
|
|
Net income (loss)
attributable to unitholders
|
$
(97,486)
|
|
$
88,254
|
|
$ (185,740)
|
|
Add /
(Deduct):
|
|
|
|
|
|
|
(i) Fair market value
losses (gains)
|
162,498
|
|
(114,406)
|
|
276,904
|
|
Less: Non-controlling
interests' share of fair market value losses (gains)
|
1,299
|
|
37,559
|
|
(36,260)
|
|
(ii) Finance cost -
Exchangeable Unit distributions
|
342
|
|
342
|
|
—
|
|
(iii) Revaluation of
financial liabilities
|
5,043
|
|
8,573
|
|
(3,530)
|
|
(iv) Unrealized foreign
exchange loss (gain)
|
(6,756)
|
|
1,817
|
|
(8,573)
|
|
Less: Non-controlling
interests' share of unrealized foreign exchange loss
(gain)
|
156
|
|
(171)
|
|
327
|
|
(v) Deferred
taxes
|
(34,946)
|
|
26,187
|
|
(61,133)
|
|
Less: Non-controlling
interests' share of deferred taxes
|
377
|
|
(7,901)
|
|
8,278
|
|
(vi) Transaction
costs
|
5,020
|
|
5,697
|
|
(677)
|
|
Less: Non-controlling
interests' share of transaction costs
|
—
|
|
303
|
|
(303)
|
|
(vii) Convertible
Debenture issuance costs
|
21
|
|
—
|
|
21
|
|
(viii) Net adjustments
for equity accounted investments
|
(814)
|
|
240
|
|
(1,054)
|
|
(ix) Internal leasing
costs
|
494
|
|
906
|
|
(412)
|
|
* Property taxes
accounted for under IFRIC 21
|
401
|
|
—
|
|
401
|
|
(xi) Net adjustment for
lease amortization
|
(82)
|
|
(72)
|
|
(10)
|
|
(xii) Other FFO
adjustments
|
3,971
|
|
—
|
|
3,971
|
|
Funds From
Operations ("FFO") (1)
|
$
39,538
|
|
$
47,328
|
|
$
(7,790)
|
|
FFO per Unit -
Basic
|
$
0.16
|
|
$
0.21
|
|
$
(0.05)
|
|
FFO per Unit - fully
diluted (3)
|
$
0.16
|
|
$
0.21
|
|
$
(0.05)
|
|
Adjusted weighted
average units outstanding (2)
|
|
|
|
|
|
|
Basic
|
242,870,623
|
|
226,324,317
|
|
16,546,306
|
|
Diluted
(3)
|
246,584,256
|
|
237,987,041
|
|
8,597,215
|
|
|
|
|
|
|
|
|
(1)
|
Other FFO adjustments
include items that, in management's view, are not reflective of
recurring earnings from core operations. For the three months
ended
March 31, 2023, other FFO adjustments included (a) $2.7 million
financing costs incurred with respect to an investment in unlisted
securities, (b) $0.2 million
of corporate G&A expenses related to the establishment of a
philanthropic platform and (c) $1.0 million of corporate financing
costs related to short-term
financing arrangement to fund property acquisition activity that
are not reflective of long-term financing costs.
|
(2)
|
FFO is not a measure
recognized under IFRS and does not have standardized meanings
prescribed by IFRS. See Performance Measurements
section in the REIT's MD&A
|
(3)
|
Under IFRS the REIT's
Class B LP Units are treated as a financial liability rather than
equity. The REIT has chosen to present an adjusted basic and
diluted
per unit measure that includes the Class B LP Units in basic and
diluted units outstanding/weighted average units outstanding. There
were 1,710,000 Class
B LP Units outstanding as at March 31, 2023 and 1,710,000
outstanding as at March 31, 2022.
|
(4)
|
Diluted units includes
vested but unissued deferred trust units and the conversion of the
REIT's Convertible Debentures that would have a dilutive effect
upon conversion at the holders' contractual conversion price.
Convertible Debentures are dilutive if the interest (net of tax and
other changes in income or
expense) per unit obtainable on conversion is less than the basic
per unit measure.
|
Exhibit 2 – Adjusted Funds From Operations
Reconciliation
AFFO is a supplemental non-IFRS financial measure of a REIT's
operating performance and is intended to reflect a stabilized
business environment. The REIT makes certain adjustments as
detailed below in calculating its FFO and AFFO, which in management
view are not reflective of earnings from core operations or impact
the REIT's ability in the long-run to make distributions to
Unitholders given their discretionary and strategic nature. The
REIT's AFFO definition differs from the REALpac Guidance in that,
when calculating AFFO, the REIT does not make an adjustment to AFFO
for amortization financing charges. The REIT's method of
calculating AFFO also differs from other issuers' methods and may
not be comparable to similar measures used by other issuers.
ADJUSTED FUNDS FROM
OPERATIONS
|
|
|
|
|
|
|
Expressed in thousands
of Canadian dollars, except per unit amounts
|
Three months ended
March 31,
|
2023
|
|
2022
|
|
Variance
|
|
|
|
|
|
|
FFO
(1)
|
$
39,538
|
|
$
47,328
|
|
$
(7,790)
|
|
|
|
|
|
|
Add /
(Deduct):
|
|
|
|
|
|
(i) Amortization of
marked to market adjustment
|
—
|
|
(90)
|
|
90
|
(ii) Amortization of
transactional deferred financing charges
|
2,079
|
|
1,332
|
|
747
|
(iii) Straight-line
revenue
|
715
|
|
533
|
|
182
|
Less:
non-controlling interests' share of straight-line
revenue
|
(1,337)
|
|
(427)
|
|
(910)
|
(iv) Leasing costs and
non-recoverable maintenance capital expenditures
|
(3,314)
|
|
(2,737)
|
|
(577)
|
Less:
non-controlling interests' share of actual capex and leasing
costs
|
117
|
|
106
|
|
11
|
(v) Unit-Based
Compensation Expense
|
2,346
|
|
1,648
|
|
698
|
(vi) Net adjustments
for equity accounted investments
|
(15)
|
|
(243)
|
|
228
|
Adjusted Funds From
Operations ("AFFO") (1)
|
$
40,129
|
|
$
47,450
|
|
$
(7,321)
|
|
|
|
|
|
|
AFFO per Unit -
Basic
|
$
0.17
|
|
$
0.21
|
|
$
(0.04)
|
AFFO per Unit - fully
diluted
|
$
0.16
|
|
$
0.21
|
|
$
(0.05)
|
Distributions per Unit
- Basic (3)
|
$
0.20
|
|
$
0.20
|
|
$
—
|
|
|
|
|
|
|
Adjusted weighted
average units outstanding: (2)
|
|
|
|
|
|
Basic
|
242,870,623
|
|
226,324,317
|
|
16,546,306
|
Diluted
|
246,584,256
|
|
237,987,041
|
|
8,597,215
|
|
|
|
|
|
|
Notes
|
(1)
|
FFO and AFFO are not
measures recognized under IFRS and do not have standardized
meanings prescribed by IFRS. See Performance Measurement
section in the REIT's MD&A.
|
(2)
|
Under IFRS the REIT's
Class B LP Units are treated as a financial liability rather than
equity. The REIT has chosen to present an adjusted basic and
diluted per unit measure that includes the Class B LP Units in
basic and diluted units outstanding/weighted average units
outstanding. There were 1,710,000 Class B LP Units
outstanding as at March 31, 2023 and 1,710,000 outstanding as at
March 31, 2022.
|
(3)
|
Distributions per units
is a non-IFRS ratio calculated as sum of the distributions on the
REIT's units and finance costs on Class B LP Units. Management does
not consider finance costs on Class B LP units to be an financing
cost of the REIT but rather component of the REIT's total
distributions. Distributions is not defined by IFRS and does not
have a standard meaning and may not be comparable with similar
measures presented by other issuers.
|
Exhibit 3 – Constant Currency Same Property NOI
Constant Currency Same Property NOI, sometimes also presented as
"Same Property NOI" or "SPNOI", is a non-IFRS financial measure,
defined as NOI for investment properties that were owned for a full
reporting period in both the current and comparative year, subject
to certain adjustments including: (i) straight-line rental revenue
recognition; (ii) amortization of operating leases; (iii) lease
termination fees; and (iv) non-recurring transactions that are not
expected to recur (v) excluding properties held for redevelopment
and (vi) excluding impact of foreign currency translation by
converting the foreign currency denominated SPNOI from comparative
period at current period average exchange rates. Management
considers. SPNOI is more fully defined and discussed in the REIT's
MD&A (see "Performance Measurement").
|
SAME PROPERTY
NOI
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
In thousands of
CAD
|
|
Three months ended
March 31,
|
|
|
|
|
2023
|
|
2022
|
|
Var %
|
|
|
|
|
|
|
|
|
|
|
|
Same property
NOI (1)
|
|
|
|
|
|
|
|
|
Americas
|
$
|
28,677
|
$
|
28,154
|
|
1.9 %
|
|
|
Europe
|
|
18,297
|
|
17,549
|
|
4.3 %
|
|
|
Australasia
|
|
27,333
|
|
25,451
|
|
7.4 %
|
|
|
Same property
NOI (1)
|
$
|
74,307
|
$
|
71,154
|
|
4.4 %
|
|
|
Impact of foreign
currency translation on Same Property
NOI
|
|
—
|
|
(546)
|
|
|
|
|
Straight-line rental
revenue recognition
|
|
519
|
|
(78)
|
|
|
|
|
Amortization of
operating leases
|
|
(42)
|
|
(55)
|
|
|
|
|
Lease termination
fees
|
|
31
|
|
—
|
|
|
|
|
Other
transactions
|
|
308
|
|
612
|
|
|
|
|
Developments
|
|
4,248
|
|
3,460
|
|
|
|
|
Acquisitions
|
|
15,460
|
|
2,114
|
|
|
|
|
Dispositions
|
|
—
|
|
(4)
|
|
|
|
|
Intercompany/Elimination
|
|
590
|
|
410
|
|
|
|
|
NOI
|
$
|
95,421
|
$
|
77,067
|
|
23.8 %
|
|
|
|
|
|
|
|
|
|
|
Notes:
|
(1) Same property NOI
is a non-IFRS measure, defined and discussed in the REIT's
MD&A.
|
(2) NOI is an
additional IFRS measure presented on the consolidated statement of
income (loss) and comprehensive income (loss). NOI is defined and
discussed in the REIT's MD&A.
|
Exhibit 4 – Net Asset Value ('NAV') per Unit
"NAV per Unit" or sometimes presented as "NAV/unit" is an
extension of NAV and defined as NAV divided by the number of units
outstanding at the end of the period. NAV and NAV/unit is more
fully defined and discussed in the REIT's MD&A (see
"Performance Measurement" and "Part IX – Net Asset
Value").
Expressed in
thousands of Canadian dollars, except per unit amounts
|
|
|
|
Q1
2023
|
|
|
|
Q4
2022
|
|
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
|
$
8,418,407
|
|
|
|
$
8,514,000
|
|
less: Total
liabilities
|
|
|
(4,812,433)
|
|
|
|
(4,772,025)
|
|
less: Non-controlling
interests
|
|
|
(1,265,778)
|
|
|
|
(1,285,128)
|
|
Unitholders'
equity
|
|
|
2,340,196
|
|
|
|
2,456,847
|
|
|
|
|
|
|
|
|
|
|
|
Add/(deduct):
|
|
|
|
|
|
|
|
|
|
Goodwill
|
|
|
(39,059)
|
|
|
|
(39,612)
|
|
|
Deferred unit plan
liability
|
|
|
22,547
|
|
|
|
23,837
|
|
|
Deferred tax
liability
|
409,871
|
|
|
|
443,935
|
|
|
|
|
less NCI
|
(107,908)
|
|
301,963
|
|
(109,584)
|
|
334,351
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial instruments -
net
|
(20,821)
|
|
|
|
(38,124)
|
|
|
|
|
less NCI
|
6,007
|
|
(14,814)
|
|
13,624
|
|
(24,500)
|
|
|
|
|
|
|
|
|
|
|
|
|
Exchangeable
Units
|
|
|
14,484
|
|
|
|
16,245
|
|
|
Global Manager
valuation adjustment
|
|
|
576,318
|
|
|
|
576,318
|
|
|
Other
|
|
|
—
|
|
|
|
—
|
|
Net Asset Value
("NAV")
|
|
|
$
3,201,635
|
|
|
|
$
3,343,486
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted Units
Outstanding (000s)- period end (1)
|
|
|
243,345
|
|
|
|
242,358
|
|
NAV per
Unit
|
|
|
$
13.16
|
|
|
|
$
13.80
|
|
Notes
|
|
|
|
(1)
|
Under IFRS the REIT's
Class B LP Units are treated as a financial liability rather than
equity. The REIT has
chosen to present an adjusted basic per unit measure that includes
the Class B LP Units in basic units
outstanding/weighted average units outstanding.
|
Exhibit 5 – Proportionate Management Fees
"Proportionate Management Fees" is a non-IFRS financial measure
defined as the REIT's total management fees earned from third
parties adjusted to be reflected on a proportionately consolidated
basis at the REIT's ownership percentage (see "Performance
Measurement" "PART III – RESULTS FROM OPERATIONS – NET
INCOME").
Expressed in thousands
of Canadian dollars
|
Three months ended
March 31,
|
|
|
2023
|
|
2022
|
|
Variance
|
|
|
|
|
|
|
|
|
Base fee
|
$
8,384
|
|
$
7,893
|
|
$
491
|
|
Incentive and
performance fee
|
4,236
|
|
4,799
|
|
(563)
|
|
Trustee fees
|
307
|
|
269
|
|
38
|
|
Project and Acquisition
fees
|
5,375
|
|
3,293
|
|
2,082
|
|
Other fees
|
3,470
|
|
3,118
|
|
352
|
|
Total Management
Fees
|
$
21,772
|
|
$
19,372
|
|
$
2,400
|
|
less: inter-company
elimination
|
(11,047)
|
|
(12,277)
|
|
1,230
|
|
Consolidated
Management Fees
|
$
10,725
|
|
$
7,095
|
|
$
3,630
|
|
add: fees charged to
non-controlling interests
|
7,805
|
|
8,852
|
|
(1,047)
|
|
Proportionate
Management Fees
|
$
18,530
|
|
$
15,947
|
|
$
2,583
|
|
|
|
|
|
|
|
|
SOURCE NorthWest Healthcare Properties Real Estate Investment
Trust