RioCan Real Estate Investment Trust

TSX : REI.UN


RioCan Real Estate Investment Trust

February 13, 2014 07:00 ET

RioCan Real Estate Investment Trust Announces 12% Growth in Operating Funds From Operations in 2013

TORONTO, ONTARIO--(Marketwired - Feb. 13, 2014) - RioCan Real Estate Investment Trust (TSX:REI.UN) -

HIGHLIGHTS for the year ended December 31, 2013:

All figures in Canadian dollars unless otherwise noted. RioCan's results are prepared in accordance with International Financial Reporting Standards ("IFRS").

  • RioCan's Operating FFO increased by 12% to $492 million for the year ended December 31, 2013 compared to $440 million for the same period in 2012. On a per unit basis, Operating FFO increased 7% to $1.63 per unit from $1.52 per unit for the same period in 2012;
  • RioCan's Operating FFO increased by 7% to $124 million for the three months ending December 31, 2013 ("Fourth Quarter") compared to $116 million in the fourth quarter of 2012. On a per unit basis, Operating FFO increased 5% to $0.41 per unit from $0.39 per unit in the same period of 2012;
  • RioCan's concentration in Canada's six major markets has increased to 71.7% at December 31, 2013 from 67.5% at December 31, 2012;
  • During 2013, RioCan consolidated its ownership of virtually all of the US properties that were previously owned through joint venture arrangements. RioCan has opened regional offices in Mount Laurel, New Jersey and Dallas, Texas which are supported by RioCan's headquarters in Toronto, Canada, to manage RioCan's American portfolio;
  • On January 29, 2014, RioCan and its partners, Allied Properties REIT and Diamond Corporation, announced The Well. This mixed use development project, located at the corner of Front Street and Spadina Avenue in close proximity to downtown Toronto on a 7.7 acre site, is expected to comprise of up to 3.2 million square feet of retail, office and residential properties;
  • As at December 31, 2013, RioCan had ownership interests in 16 properties under development that will, upon completion, comprise approximately 5 million square feet at RioCan's interest;
  • For the year, RioCan acquired interests in 32 income properties in Canada and the US aggregating to 3.0 million square feet at an aggregate purchase price of approximately $849 million at RioCan's interest at a weighted average capitalization rate of 5.7%;
  • For the year, RioCan completed the sale of 18 properties with a total net leaseable area of approximately 3.3 million square feet. In Canada, RioCan sold 13 properties at a total sale price of $616 million at a weighted average capitalization rate of 5.9%. The total debt associated with these assets was $160 million. In the US, RioCan sold five properties as part of its US joint venture dissolutions at a total sale price of US$103 million at a weighted average capitalization rate of 6.8%. The total debt associated with these assets was $54 million;
  • Overall occupancy was 96.9% at December 31, 2013, compared to 97.4% at December 31, 2012;
  • RioCan renewed 3.9 million square feet in the Canadian portfolio during the twelve months ended December 31, 2013 at an average rent increase of $1.80 per square foot, representing an increase of 11.0%. The renewal retention rate in Canada and the US for the quarter was 97.0% and 98.2% respectively;
  • During 2013, RioCan completed the offering of two series of debentures, $250 million Series S which carries a coupon of 2.87% and matures March 2018 as well as $200 million Series T, which carries a coupon of 3.73% and matures April 2023. Subsequent to the year end, RioCan completed the offering of $150 million Series U debentures, which carry a coupon of 3.62% and mature June 2020; and
  • In the fourth quarter of 2013 and to date, RioCan renegotiated the terms of its operating lines by increasing the capacity of the facilities, extending the maturity dates, and reducing the interest rate spreads associated with these facilities.

RioCan Real Estate Investment Trust ("RioCan") today announced its financial results for the year ended December 31, 2013.

"I am very pleased with RioCan's results this past year, in which RioCan celebrated the milestone of twenty years of operation. The Trust assumed the operations of nearly all of our US properties and RioCan opened its first two offices outside of Canada, in New Jersey and Texas," said Edward Sonshine, Chief Executive Officer of RioCan. "RioCan's portfolio has been streamlined and enhanced through the disposition of many of our lower growth assets. The Trust's development pipeline, which we expect will be a significant driver of future growth, has expanded and contains a number of high profile projects across Canada including, Urban Retail, Mixed Use, Outlet Shopping Centres and New Format Retail Centre developments. Our recently announced development plans for a visionary new neighbourhood to be known as "The Well" have been filed with the city, and we expect that this truly exciting development will be a unique and welcoming gathering place in Toronto's rapidly expanding city centre where people can live, work and shop well."

Financial Highlights

In millions except percentages and per unit values

Three months ended
December 31,
Year ended
December 31,
2013 2012 % change 2013 2012 % change
Operating FFO $124 $116 7% $492 $440 12%
Operating FFO per Unit $0.41 $0.39 5% $1.63 $1.52 7%
In $ millions Three months ended
December 31,
Year ended
December 31,
2013 2012 2013 2012
Net earnings attributable to common and preferred unit holders $265 $468 $709 $1,344
Net earnings before taxes and fair value adjustment $129 $146 $492 $490
In $ millions. As at December 31,
2013
December 31,
2012
Total enterprise value (1) $13,794 $14,274
Total assets - at RioCan's interest(1) $13,554 $12,888
Debt (mortgages and debentures payable - at RioCan's interest) (1) $5,988 $5,717
(1) Based on RioCan's proportionate share including joint ventures accounted for under the equity method of accounting.

Operating FFO for the Fourth Quarter was $124 million ($0.41 per unit) compared to $116 million ($0.39 per unit) in the Fourth Quarter of 2012. The primary reason for this increase was a $10 million increase in net operating income ("NOI"), which was due to acquisitions net of dispositions, same store growth of 2.7% in Canada and 1.7% in the US, and the completion of greenfield developments, partially offset by lower lease cancelation fees.

Operating FFO for the year ended December 31, 2013 was $492 million ($1.63 per unit) compared to $440 million ($1.52 per unit) in 2012. The primary reasons for this increase were: a $54 million increase in net operating income ("NOI"), which was due to same store growth of 1.7% in Canada and 1.2% in the US, acquisitions net of dispositions and the completion of greenfield developments, partly offset by lower lease cancellation fees. Operating FFO also benefited from $3 million of increased other revenue due to higher fees related to increases in development activity. These gains were partially offset by higher general and administrative costs of $5 million mainly due to higher unit-based compensation and a favourable sales tax recovery in 2012 that did not recur in the current period.
Same Store and Same Property NOI

Canada Three months ended
December 31, 2013
Year over Year
Year ended
December 31, 2013
Year over Year
Sequential quarter
over quarter
Same Store Growth 2.7% 1.7% 1.9%
Same Property Growth 2.2% 1.3% 1.8%
United States
Same Store & Property Growth 1.7% 1.2% 0.4%

Overview of Development Activities

As at December 31, 2013, RioCan had ownership interests in 16 properties under development that will, upon completion, comprise approximately 11 million square feet (5 million square feet at RioCan's interest). In addition to its development projects, RioCan continues its urban intensification activities, primarily in the Toronto, Ontario market. Going forward, substantial activity and growth will be seen through a variety of formats in development and redevelopment of existing properties. Overall development spending, at RioCan's interest, in the next five to seven years will range from $100 to $200 million per year.

On January 29, 2014 RioCan and its partners, Allied Properties REIT and Diamond Corporation, announced The Well development project located on the lands previously referred to as the Downtown West Lands. The combined 7.74-acre site is currently the home of The Globe & Mail newspaper and is located on part of a large city block bounded by Spadina Avenue, Front Street, Draper Street and Wellington Street in downtown Toronto. The site is in close proximity to Toronto's downtown office corridor and adjacent to a large and growing residential population.

On February 11, 2014, RioCan and its partners have submitted an application for rezoning with the City of Toronto. The property will be redeveloped as a mixed-use development that will include approximately 570,000 square feet of retail space, 1.1 million square feet of office space and 1.5 million square feet of residential space that will become a landmark destination to live, work and shop in Toronto. It is expected that the residential portion of the development will include both rental and condominium units.

The Well will be a new neighbourhood that will be one of the few truly integrated mixed use projects under review by the city offering a meaningful mix of residential, retail and office space. The Well will extend the revitalization of Toronto's Downtown West, south of King Street and west of Spadina Avenue.

Development acquisitions completed during the Fourth Quarter

During the three months ended December 31, 2013, RioCan did not acquire any development properties.

Subsequent to year end RioCan purchased a 100% interest in 1860 Bayview Avenue in Toronto, Ontario. 1860 Bayview Avenue is a development site located at the northwest corner of Bayview Avenue and Broadway Avenue in the Leaside area of Toronto. KingSett Capital and Trinity Development Group are currently developing a grocery-anchored centre on the site. RioCan acquired the site on a forward purchase basis in phases for a purchase price on completion of approximately $58 million, which equates to a capitalization rate of 5.4% with the remaining portion to be paid on an earn-out basis upon completion of the project. Once completed, the centre will consist of approximately 83,000 square feet of retail space and will be anchored by a 52,500 square foot Whole Foods grocery store.

Development Property Acquisitions under Contract

RioCan currently has two development sites in Canada under firm contract where conditions have been waived that, if completed, represent acquisitions of $20 million at RioCan's interest.

  • The acquisition of lands adjacent to Calaway Park, a 35 acre parcel of land located approximately 25 kilometers west of Calgary, Alberta. The site is to be acquired on a 50/50 joint venture basis between RioCan and Tanger at a purchase price of $28 million ($14 million at RioCan's interest). The site would be acquired free and clear of financing and RioCan would acquire a managing interest in the development property. The site represents an opportunity for the RioCan/Tanger joint venture to enter the Calgary market with the intention to develop the land into an outlet centre of approximately 350,000 square feet. The acquisition of the land, which is subject to certain conditions, is expected to close in the second quarter of 2014.
  • The acquisition of a 50% interest in the site where TD Bank is currently located at the North East corner of Yonge and Eglinton in Toronto, Ontario, at a purchase price of $6 million at RioCan's interest ($12 million at 100%). The acquisition is expected to close in the second quarter of 2014 and will form part of the existing North East Yonge Eglinton land assembly, acquired in 2011 with Metropia and Bazis. The properties within this land assembly are slated to be developed beginning in 2014 into a mixed-use retail and residential property.

RioCan is currently in discussions with Trinity to acquire their 25% interest in each of Stockyards, Toronto and McCall Landing, Calgary, as well as Trinity's 10% interest in East Hills, Calgary. If completed, these transactions are targeted to close during Q1 2014. It is also the Trust's intention, pending certain approvals, to take over as development manager for each of these development sites over the remainder of 2014.

Additionally, RioCan has $10 million of development sites in Canada (at RioCan's interest) under contract where conditions have not yet been waived. Included in these development sites is a parcel that, if acquired, will expand the footprint of the northern portion of the development located at the North East corner of Yonge and Eglinton, which will be used for additional rental residential development. These transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given.

Leasing and Operational Highlights:

Various operating and leasing metrics over the last eight quarters are as follows:
2013 2012
(thousands of square feet, millions of dollars except PSF amounts) Fourth
quarter
Third
quarter
Second
quarter
First
quarter
Fourth
quarter
Third
quarter
Second
quarter
First
quarter
Committed occupancy 96.9% 97.0% 96.7% 97.0% 97.4% 97.3% 97.4% 96.9%
Economic occupancy 95.8% 95.5% 95.4% 95.8% 95.9% 95.5% 95.5% 95.7%
NLA leased but not paying rent 542 716 642 615 711 855 871 542
Annualized rental impact $14 $17 $15 $15 $15 $18 $18 $12
Retention rate - Canada (i) 97.0% 91.1% 95.9% 68.3% 94.3% 84.8% 89.9% 91.2%
% increase in average net rent per sq ft - Canada 8.8% 11.2% 12.0% 13.4% 18.4% 12.9% 13.4% 10.0%
Retention rate - US 98.2% 98.4% 92.0% 98.8% 87.6% 96.3% 84.2% 83.1%
% increase in average net rent per sq ft - US 4.8% 3.8% 4.3% 2.3% 5.1% 6.0% 7.3% 7.2%
Average in place rent (PSF) $16.08 $16.07 $15.77 $15.77 $15.70 $15.85 $15.33 $15.37
Same store growth (ii) - Canada 2.7% 2.2% 0.6% 0.1% 0.2% 0.0% 1.5% 1.5%
Same store growth (ii) - US 1.7% 0.9% 1.4% 1.4% 1.9% (0.3% ) 1.3% (0.6% )
(i) - The first quarter of 2013 includes impact of the vacancy of Zellers totalling 188,000 sq ft at 100% (100,500 sq ft at RioCan's interest) during the quarter. The first quarter of 2013 retention rate excluding Zellers was 81.1%.
(ii) - Refers to the growth in same store on a year over year basis.

Highlights:

  • RioCan's Canadian portfolio is concentrated in Canada's six high growth markets (consisting of Calgary, Edmonton, Montreal, Ottawa, Toronto and Vancouver). Assets in these markets contribute about 71.7% of RioCan's Canadian annualized rental revenue (67.5% at December 31, 2012). The increase in the past year was accomplished through a combination of the sale of certain assets in secondary markets and the acquisition of two large enclosed shopping centres in the Greater Toronto Area;
  • National and anchor tenants represented about 86.2% of RioCan's total annualized rental revenue at December 31, 2013, a slight increase compared to 86.1% at December 31, 2012; and
  • No individual tenant comprised more than 3.7% of annualized rental revenue. At December 31, 2013, Walmart was RioCan's largest revenue source. Loblaws will become RioCan's largest tenant upon completion of its purchase of Shoppers Drug Mart.

Portfolio Activity - Acquisition and Disposition Pipeline

During the Fourth Quarter, RioCan completed acquisitions of interests in 16 income producing properties (two in Canada and 14 in the U.S.) at an aggregate purchase price of $274 million, at RioCan's interest (calculated taking into account the U.S. dollar transactions at an average exchange rate of 1.035), with a weighted average capitalization rate of 6.5%.
Canada

  • On November 22, 2013, RioCan completed its acquisition of a 100% interest in Eagles Landing Shopping Centre in Vaughan, Ontario. Eagles Landing is a 177,031 square foot unenclosed grocery anchored shopping centre located at the corner of Dufferin Street and Major Mackenzie Drive. It is anchored by Yummy Market Grocery (sublet from Metro), and includes other tenants such as The Beer Store, TD Bank and Starbucks. The purchase price for the property was $56 million, which equates to a capitalization rate of 6.2%. The property was acquired free and clear of financing.
  • On December 20, 2013, RioCan completed its acquisition of a 50% interest in 491 College Street West in Toronto, Ontario. This acquisition was completed as part of RioCan's joint venture with Allied Properties Real Estate Investment Trust ("Allied"). 491 College Street West is a 15,170 square foot urban retail building and is not currently tenanted. RioCan paid $4 million for its 50% interest in the property. The joint venture between RioCan and Allied plans to develop 491 College Street West into a three storey commercial building with retail and office space. The property was acquired free and clear of financing.

United States

  • On October 1, 2013, RioCan completed its previously announced dissolution of its joint venture with Retail Properties of America Inc. ("RPAI"). As previously disclosed, pursuant to this transaction, RPAI conveyed its 20% managing interest in eight properties located in Texas to RioCan, for an aggregate purchase price of US$96.6 million. These properties consist of 1890 Ranch, Austin; Southpark Meadows Phase I and II, Austin; Great Southwest Crossing, Dallas; Suntree Square, Dallas; Bear Creek Shopping Center, Houston; Riverpark Shopping Center, Houston; Bird Creek Crossing, Temple; and Alamo Ranch, San Antonio. RioCan assumed RPAI's share of the existing mortgage financing on five of the properties aggregating US$41.8 million. Also pursuant to this transaction, RioCan conveyed its 80% interest in the remaining five properties to RPAI for a purchase price of $102.8 million. RPAI assumed RioCan's portion of the mortgage financing on these five properties of US$54.3 million. With the completion of these transactions, RioCan has now assumed management of all of the assets in which it has acquired a 100% interest, which total 2.6 million square feet. The properties are managed by RioCan (America) Management Incorporated.
  • On October 1, 2013, RioCan acquired the remaining 15% of Louetta Central Shopping Center in Houston, Texas, a 179,995 square foot non-grocery anchored retail centre. Following completion of the acquisition, RioCan now owns 100% of the asset. The acquisition was the fourth in the series of six transactions contemplated pursuant to RioCan's previously announced dissolution of its joint venture with Dunhill Partners, Inc. ("Dunhill"). The purchase price for the additional 15% interest in this property was US$5 million, which equates to a capitalization rate of 6.4%. In connection with the acquisition, RioCan assumed Dunhill's share of mortgage financing of US$2.5 million, bearing interest at 3.67% and maturing in November 2022. The property is managed by RioCan (America) Management Inc.
  • On October 2, 2013, RioCan acquired the managing and remaining interest of Las Palmas Marketplace in El Paso, Texas, a 637,272 square foot open-air regional shopping centre. RioCan acquired a 36.6% managing interest from Dunhill and a 31.7% interest from Kimco Realty Corporation ("Kimco"), resulting in RioCan owning 100% of the asset. The acquisition was the fifth in the series of six transactions contemplated pursuant to RioCan's previously announced dissolution of its joint venture with Dunhill. RioCan paid US$37 million and US$32 million for Dunhill and Kimco's interests, respectively, with both interests acquired at a capitalization rate of 6.4%. In connection with the acquisitions, RioCan assumed Dunhill and Kimco's share of the existing mortgages: US$18 million from Dunhill and US$15 million from Kimco, bearing interest at 5.40% and maturing in April 2022. The property is managed by RioCan (America) Management Inc.
  • On October 8, 2013, RioCan acquired a 100% interest in 1328 Beekman Road in Hopewell Junction, New York, which is a 40,416 square foot property tenanted by a stand-alone Stop and Shop Supermarket (Royal Ahold). The property was acquired for a purchase price of US$16 million, which equates to a capitalization rate of 6.2% and was acquired free and clear of financing. The property is managed by RioCan (America) Management Inc.
  • On October 9, 2013, RioCan acquired the remaining 18.12% managing interest of Lincoln Square Shopping Center in Arlington (Dallas), Texas, a 471,597 square foot new format retail shopping centre. The acquisition results in RioCan now owning a 100% managing interest in the property. This represented the sixth and final transaction in RioCan's overall joint venture dissolution with Dunhill. The purchase price for the additional interest was US$15 million, which equates to a capitalization rate of 6.9%. In connection with the acquisition, RioCan assumed Dunhill's share of mortgage financing of US$7 million, bearing interest at 5.05% and maturing in July 2021. The property is managed by RioCan (America) Management Inc.
  • On December 10, 2013, RioCan acquired the remaining 10% interest in Ingram Hills Shopping Center from partner Sterling Organization LLC ("Sterling"), bringing RioCan's ownership interest in the property to 100%. The purchase price for the remaining 10% interest was US$0.8 million, which equates to a capitalization rate of 7.8%. Ingram Hills Shopping Center is an 80,397 square foot infill grocery anchored neighbourhood retail centre located in San Antonio, Texas. RioCan assumed Sterling's share of the mortgage financing in the amount of US$0.4 million, bearing interest at 6.10% and maturing in August 2017.
  • On December 11, 2013, RioCan acquired the remaining 20% interest in Cinco Ranch from Sterling, bringing RioCan's ownership interest in the property to 100%. The purchase price for the remaining 20% interest was US$5 million, which equates to a capitalization rate of 6.0%. Cinco Ranch is a 97,761 square foot retail power centre located in Katy (Houston), Texas. In connection with the acquisition, RioCan assumed Sterling's share of the mortgage financing in the amount of US$2 million, bearing interest at 7.30% and maturing in May 2019.

Acquisitions Under Contract (Firm)

In the United States, RioCan has waived conditions pursuant to a purchase and sale agreement with respect to one U.S. property, as follows:

  • The acquisition of a 100% interest in a 64,329 square foot single-tenant building at Riverpark Shopping Center in SugarLand (Houston), Texas. The purchase price for the building, which is tenanted by Gander Mountain, is US$9 million, which equates to a capitalization rate of 8.0%. The building will be acquired free and clear of financing and the acquisition is expected to close in the first half of 2014. Previously, in 2010, RioCan acquired an 80% interest in the Riverpark Shopping Center, which was later increased to a 100% interest as part of the RPAI dissolution on October 1, 2013, referred to above. Riverpark Shopping Center is a 375,599 square foot new format retail centre.

Acquisitions Pipeline

RioCan is currently in discussions regarding a property acquisition in Canada that, if completed, represent approximately $3 million of additional acquisitions at RioCan's interest. This transaction is under negotiation and while efforts will be made to conclude these discussions, no assurance can be given.

Disposition Pipeline

As referenced above under the heading "Portfolio Activity and AcquisitionPipeline", on October 1, 2013, RioCan completed its previously announced dissolution of its joint venture with RPAI. Pursuant to this transaction, RioCan conveyed its 80% interest in the following five properties located in Texas to RPAI for a purchase price of $103 million: Coppell Town Centre, Southlake Corners, Cypress Mill, Sawyer Heights, and New Forest Crossing. RPAI assumed RioCan's portion of the mortgage financing on these five properties of US$54 million.

As a further means of raising capital and optimizing capital utilization, RioCan evaluates the sale of selected assets as part of a process of actively managing the portfolio and a means of increasing the portfolio weighting to urban markets in Canada.

During the Fourth Quarter, RioCan completed five dispositions in Canada at an aggregate sale price of $226 million, as follows:

  • On October 28, 2013, RioCan sold its 100% interest in a single tenant unit (The Beer Store) located at 1199 Oxford Street in London, Ontario. The property forms part of RioCan's Oakridge Centre and was conveyed to Loblaws pursuant to a pre-existing option agreement. The sale price was $1 million, which equates to a capitalization rate of 9.5%. The property was sold free and clear of financing.
  • On November 5, 2013, RioCan sold its 100% interest in Centre de la Concorde in Montreal, Quebec, a 109,449 square foot new format retail centre. The sale price was $9 million, which equates to a capitalization rate of 8.3%. The property was sold free and clear of financing.
  • On November 15, 2013, RioCan sold its 100% interest in Coulters Mill, a 73,667 square foot non-grocery anchored retail centre in Thornhill, Ontario. The sale price was $21 million, which equates to a capitalization rate of 5.6%. The property was sold free and clear of financing.
  • On December 2, 2013, RioCan sold its 100% interest in The Brick Plaza, a 49,079 square foot non-grocery anchored retail centre in Windsor, Ontario. The sale price was $2 million, which equates to a capitalization rate of 6.1%. The property was sold free and clear of financing.
  • On December 17, 2013, RioCan completed the sale of its 50% interest in Quartiers DIX 30, a 1.2 million square foot new format retail property in Brossard, Quebec, to a group of buyers led by its partner Devimco Inc. ("Devimco") at a sale price of $193 million, which equates to a capitalization rate of 5.4%. Devimco assumed RioCan's share of the outstanding debt on the property, which amounted to $93 million and carried a weighted average interest rate of 4.8%. The outstanding debt had a weighted average term to maturity of approximately 3.7 years.
  • Subsequent to the year-end, on January 28, 2014, RioCan sold its 100% interest in Madawaska Centre, located in Edmundston, New Brunswick for $1 million. Madawaska Centre is a 271,924 square foot enclosed mall.
  • Subsequent to the year-end, on January 31, 2014, RioCan sold its 100% interest in Mega Centre Beauport located in Quebec City for $47 million, which equates to a capitalization rate of 6.0%. Mega Centre Beauport is a 181,000 square foot new format retail centre and tenanted by Cineplex, Sports Experts and Future Shop.

Dispositions Under Contract (Firm)

RioCan currently has one property in Canada under contract to sell where conditions have been waived that, if completed, represents a disposition of $5 million, as follows:

  • On March 18, 2013, Canadian Tire, as tenant under an existing lease, exercised its option to purchase the property occupied by Canadian Tire located at 2000 Appleby Line in Burlington, Ontario. The property forms part of RioCan's Millcroft Shopping Centre. The sale price is $5 million and the sale is expected to occur in the first quarter of 2014.

Liquidity and Capital

Quarter ended Rolling 12 months ended
December 31,
2013
December 31,
2013
December 31,
2012
Interest Coverage - RioCan's interest 3.10x 2.83x 2.69x
Debt Service Coverage - RioCan's interest 2.26x 2.10x 1.98x
Fixed Charge Coverage - RioCan's interest 1.10x 1.06x 1.04x
Net debt to adjusted EBITDA - RioCan's interest 7.85x 7.56x 7.29x
Net operating debt to adjusted operating EBITDA - RioCan's interest 7.49x 7.24x 7.09x
Unencumbered assets (millions) $2,068 $1,353
Unencumbered assets to unsecured debt 142% 104%

Financing Highlights for the Fourth Quarter

Credit Facilities

In the fourth quarter of 2013 and to date, RioCan renegotiated the terms of its operating lines by increasing the capacity of the facilities, extending the maturity dates, and reducing the interest rate spreads associated with these facilities. In addition, one new operating line was added. As of the date hereof, RioCan's operating lines are as follows:

Operating
Line
as of
Sept. 30,
2013
(millions)
Spread* Maturity Operating
Line
as of
Feb. 12,
2014
(millions)
Revised
Spread*
Revised
Maturity
$125 BA's/LIBOR +150 bps Dec. 2013 $185 BA's/LIBOR +125 bps Dec. 2016
$200 BA's/LIBOR +150 bps Nov. 2014 $250 BA's/LIBOR +125 bps Nov. 2016
$100 BA's/LIBOR +150 bps June 2014 $130 BA's/LIBOR +125 bps June 2017
$0 N/A - $75 BA's/LIBOR +125 bps June 2017
Total $425 Total $640
* Lines are available in Canadian or US Dollars. Canadian draws are priced off of BA's and US draws are priced off of LIBOR.

Unencumbered Assets

As at December 31, 2013, RioCan's unencumbered asset pool was comprised of 103 assets with an aggregate fair value of $2.1 billion.

Trust Units

On July 25, 2013, RioCan announced the TSX approval of its notice of intention to make a normal course issuer bid ("NCIB") for a portion of its Units as appropriate opportunities arise from time to time. During the Fourth Quarter RioCan did not acquire any units. For the year ended December 31, 2013 RioCan acquired and cancelled 917,700 units at an average price per unit of $24.03 through the NCIB program.

RioCan's Consolidated Financial Statements, Management's Discussion and Analysis and a Supplemental Information Package for the three months ended December 31, 2013 are available on RioCan's website at www.riocan.com.

Conference Call and Webcast

Interested parties are invited to participate in a conference call with management on Thursday, February 13, 2014 at 9:00 a.m. eastern time. You will be required to identify yourself and the organization on whose behalf you are participating.

In order to participate, please dial 416-340-2218 or 1-866-226-1793. If you cannot participate in the live mode, a replay will be available until March 13, 2014. To access the replay, please dial 905-694-9451 or 1-800-408-3053 and enter passcode 7545823#.

Scheduled speakers include Edward Sonshine, O.Ont. Q.C., Chief Executive Officer, Fred Waks, President and Chief Operating Officer and Rags Davloor, Executive Vice President and Chief Financial Officer. Management's presentation will be followed by a question and answer period. To ask a question, press "star 1" on a touch-tone phone. The conference call operator will be notified of all requests in the order in which they are made, and will introduce each questioner.

Alternatively, to access the simultaneous webcast, go to the following link on RioCan's website http://investor.riocan.com/Investor-Relations/Events-Webcasts/default.aspx and click on the link for the webcast. The webcast will be archived 24 hours after the end of the conference call and can be accessed for 120 days.

About RioCan

RioCan is Canada's largest real estate investment trust with a total capitalization of approximately $13.8 billion as at December 31, 2013. It owns and manages Canada's largest portfolio of shopping centres with ownership interests in a portfolio of 340 retail properties containing approximately 82 million square feet, including 47 grocery anchored and new format retail centres containing 13 million square feet in the United States as at December 31, 2013. RioCan's portfolio also includes 16 properties under development in Canada. For further information, please refer to RioCan's website at www.riocan.com.

Non-GAAP measures

RioCan's consolidated financial statements are prepared in accordance with IFRS. Consistent with RioCan's management framework, management uses certain financial measures to assess RioCan's financial performance, which are not generally accepted accounting principles (GAAP) under IFRS. The following measures, RioCan's Interest, Funds From Operations ("FFO"), Operating Funds From Operations ("Operating FFO"), Net Operating Income ("NOI"), Adjusted Earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA"), Adjusted Unit holders Equity, Same Store NOI, and Same Property NOI, as well as other measures discussed elsewhere in this release, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. Non GAAP measures should not be considered as alternatives to net earnings or comparable metrics determined in accordance with IFRS as indicators of RioCan's performance, liquidity, cash flow, and profitability. For a full definition of these measures, please refer to the "Use of Non-GAAP Measures" in RioCan's fourth quarter and year ended December 31, 2013. RioCan uses these measures to better assess the Trust's underlying performance and provides these additional measures so that investors may do the same.

Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable securities laws. These statements include, but are not limited to, statements made in this News Release (including the sections entitled "Highlights for 2013", "Financial Highlights", "Overview of Development Activities" "Portfolio Stability", "Portfolio Activity - Acquisition and Disposition Pipeline", and "Liquidity and Capital"), and other statements concerning RioCan's objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. All forward-looking statements in this News Release are qualified by these cautionary statements.

These forward-looking statements are not guarantees of future events or performance and, by their nature, are based on RioCan's current estimates and assumptions, which are subject to risks and uncertainties, including those described under "Risks and Uncertainties" in RioCan's Management's Discussion and Analysis for the period ended December 31, 2013 and in RioCan's annual information form dated March 28, 2013, which could cause actual events or results to differ materially from the forward-looking statements contained in this News Release. Those risks and uncertainties include, but are not limited to, those related to: liquidity and general market conditions, tenant concentrations, occupancy levels and defaults, access to debt and equity capital, interest rates, joint ventures/partnerships, the relative illiquidity of real property, unexpected costs or liabilities related to acquisitions, construction, environmental matters, legal matters, reliance on key personnel, unitholder liability, income taxes, United States of America ("US") investment and currency risk, and RioCan's qualification as a real estate investment trust for tax purposes. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification in high growth markets; access to equity and debt capital markets to fund, at acceptable costs, the future growth program to enable the Trust to refinance debts as they mature; the availability of purchase opportunities for growth in Canada and the US; and the impact of accounting principles adopted by the Trust effective January 1, 2012 under International Financial Reporting Standards ("IFRS"). Although the forward-looking information contained in this News Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements included in this News Release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this News Release.

The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts (the "SIFT Provisions"). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a real estate investment trust ("REIT"). RioCan currently qualifies as a REIT and intends to continue to qualify for future years. Should this not occur, certain statements contained in this News Release may need to be modified.

Except as required by applicable law, RioCan under takes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Contact Information

  • RioCan Real Estate Investment Trust
    Rags Davloor
    Executive Vice President & CFO
    (416) 642-3554