/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES/
TORONTO, Aug. 12, 2016 /CNW/ - Inovalis Real Estate
Investment Trust (the "REIT") (TSX: INO.UN) today reported its financial results for the second quarter of 2016. Inovalis
REIT's management team will be holding a conference call on August 16, 2016 at 2:00 pm EST to discuss the results. The dial-in numbers for the conference call are: in Toronto 1-416-764-8688; outside Toronto (toll free, within North America) 1-888-390-0546.
HIGHLIGHTS
- Inovalis REIT ("Inovalis REIT", or the "REIT" or "we") is a Canadian REIT managed by Inovalis S.A. ("Inovalis SA"), a local
cross-border French and German real estate asset manager managing $10 billion of real estate and
financial assets. As of June 30, 2016, Inovalis SA and Inovalis SA's founding partners had a 16.4%
interest in the REIT's equity (directly and indirectly).
- 6.3% year-over-year growth in IFRS book equity per unit (which stands at $11.57 per Unit as at
June 30, 2016), of which 3.0% comes from the addition of high quality properties and the cap rate
compression in France and in Germany and 3.3% from the further
appreciation of the Euro against the Canadian dollar since Q2 2015.
- Funds from operations (FFO) for the quarter ended June 30, 2016 of $3,648 or $0.20 per unit (fully diluted), with a FFO payout ratio of 104.3%
compared to $0.21 per unit and payout ratio of 97.6% or the same period in 2015. FFO for the period
from January 1, 2016 to June 30, 2016 of $7,403 or $0.41 per unit (fully diluted), with a FFO payout ratio of 100.3%
compared to $0.43 per unit and payout ratio of 96.8% for the same period in 2015.
- Adjusted Funds from operations (FFO) for the quarter ended June 30, 2016 of $4,009 or $0.22 per unit (fully diluted), with an AFFO payout ratio of 93.2%
compared to $0.27 per unit and payout ratio of 76.9% or the same period in 2015. AFFO for the
period from January 1, 2016 to June 30, 2016 of $8,141 or $0.45 per unit (fully diluted), with an AFFO payout ratio of 90.3%
compared to $0.48 per unit and payout ratio of 85.6% for the same period in 2015.
- Occupancy rate on the REIT's portfolio remained stable at 93.1% as at June 30, 2016 with a
weighted average lease term of 6.0 years. During the quarter, a new lease was signed on the Sablière property with effect on
July 1, 2016, approximately 4,000 sq.ft, increasing occupancy rate up to 93.5%. The signature
of new leases on approximately 55,000 sq.ft on the Baldi, Courbevoie, Sablière and Bad Homburg properties since the beginning of
2016 reflects the good positioning of our properties in an improving letting market.
- Debt to book value of the REIT was 56.5% as at June 30, 2016. Net of the cash available, debt
to book value was 55.6%.
- On May 6, 2016, the REIT reimbursed the $6.4 million equity
bridge loan granted by the partner on the Cologne transaction to fund the REIT's 49% equity
interest in the property.
- Subsequent to the quarter, on July 25, 2016, the REIT closed a $46.0
million equity offering (including the over-allotment, which was fully exercised) aimed at being used as an available
source of funding for potential future acquisitions of office properties located in France and
Germany and for potential capital expenditures relating to the re-positioning and/or
re-development of currently owned properties. Until utilized for these purposes, the REIT intends to repay existing outstanding
indebtedness in the amount of approximately $24.7 million with respect to the Baldi property, as
well as for working capital and general trust purposes, including potential acquisitions.
About Inovalis Real Estate Investment Trust
Inovalis Real Estate Investment Trust is an unincorporated, open-ended real estate investment trust established pursuant to a
declaration of trust under the laws of the Province of Ontario. The REIT has been created for the
purpose of acquiring and owning office properties primarily located in France and Germany but also opportunistically in other European countries where assets meet the REIT's investment
criteria. The REIT currently owns an interest in eleven office properties in France and
Germany, comprising approximately 1,083,000 square feet of gross leasable area (taking into
account the interests in the properties owned in joint-ventures).
Management's discussion and analysis
(Dollar amounts in the MD&A are presented in thousands of Canadian dollars, except Unit or as otherwise stated)
OVERVIEW
The presentation of our operational information, financing information and operating results takes into account our
proportionate share of income from investments in joint ventures. Please refer to "Non IFRS Reconciliation" for a reconciliation to
our condensed interim consolidated financial statements.
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June 30,
2016
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December
31, 2015
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Operational
information (1)
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Number of
properties
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11
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10
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Gross
leasable area (sq.ft)
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1,083,239
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1,004,448
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Occupancy
rate (end of period) (2)
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93.1%
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89.0%
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Weighted
average lease term
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6.0
years
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6.3
years
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Average
capitalization rate (3)
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6.5%
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6.6%
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Financing
information (1)
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Level of debt
(debt-to-book value) (4)
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56.6%
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53.0%
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Level of debt
(debt-to-book value, net of cash) (4)
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55.7%
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51.9%
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Weighted
average term of principal repayments of debt
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7.6
years
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7.2
years
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Weighted
average interest rate (5)
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2.07%
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1.98%
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Interest
coverage ratio (6)
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3.7
x
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4.0
x
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Three
months ending
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Six months
ending
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(thousands
of CAD$ except per Unit and other data)
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June 30,
2016
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June 30,
2015
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June 30,
2016
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June 30,
2015
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Operating
results
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Rental
income
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7,797
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6,006
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15,231
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11,871
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Net rental
earnings
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8,349
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8,046
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12,501
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11,768
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Earnings for
the period
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5,839
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16,615
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8,467
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19,680
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Funds from
Operations (FFO) (7) (8)
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3,648
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3,684
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7,403
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7,410
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Adjusted
Funds from Operations (AFFO) (7) (8)
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4,009
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4,678
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8,141
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8,384
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FFO per Unit
(diluted) (7) (8)
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0.20
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0.21
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0.41
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0.43
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AFFO per Unit
(diluted) (7) (8)
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0.22
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0.27
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0.45
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0.48
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Distributions
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Declared
distributions on Units and Exchangeable sec.
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3,805
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3,596
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7,427
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7,178
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Declared
distribution per Unit (diluted) (8)
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0.21
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0.21
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0.41
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0.41
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FFO payout
ratio (7)
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104.3%
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97.6%
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100.3%
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96.8%
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AFFO payout
ratio (7)
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93.2%
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76.9%
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90.3%
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85.6%
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(1)
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Taking into
account the interest the REIT has in the properties held in partnerships.
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(2)
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Occupancy
rate reaches 93.5% taking into account the new lease signed on Sablière during the quarter ended June 30, 2016 with effect
on July 1, 2016.
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(3)
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Calculated on
annualized net rental earnings (based on net rental earnings for the quarter).
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(4)
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The
definition of debt-to-book value and of debt-to-book value, net of cash can be found under the section
Non-IFRS Financial Measures.
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(5)
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Calculated as
the weighted average interest rate paid on the finance leases and the mortgage loans.
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(6)
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Calculated as
net rental earnings plus interest, less general and administrative expenses, divided by interest expense on the financial
leases and mortgage financings.
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(7)
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The
reconciliation of FFO and AFFO to earnings can be found under the section Non-IFRS Financial Measures.
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(8)
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Based on the
fully diluted weighted average number of Units during the period.
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BASIS OF PRESENTATION
The following management's discussion and analysis ("MD&A") of the financial condition and results of operations of Inovalis
REIT should be read in conjunction with the REIT's condensed interim consolidated financial statements for the period from
April 1, 2016 to June 30, 2016, and the notes thereto. This MD&A
has been prepared taking into account material transactions and events up to and including August 12,
2016. Financial data provided in the condensed interim consolidated financial statements have been prepared in accordance
with International Financial Reporting Standards. All amounts in this MD&A are in thousands of Canadian dollars, except per
unit amounts and where otherwise stated. Historical results, including trends which might appear, should not be taken as indicative
of future operations or results. Additional information about Inovalis REIT has been filed with applicable Canadian securities
regulatory authorities and is available at www.sedar.com. The
exchange rate used throughout this MD&A for statement of earnings items is the average rate during the said period, i.e.
1.4552 Canadian dollars per Euro for the three-month period ended June 30,
2016 and 1.4844 for the six-month period ended June 30, 2016. For balance sheet items,
projections or market data, the exchange rate used is 1.4354 (exchange rate as at June 30, 2016).
FORWARD-LOOKING INFORMATION
Although we believe that the expectations reflected in the forward-looking information are reasonable, we can give no assurance
that these expectations will prove to have been correct, and since forward-looking information inherently involves risks and
uncertainties, undue reliance should not be placed on such information. Certain material factors or assumptions are applied in
making forward-looking statements and actual results may differ materially from those expressed or implied in such forward-looking
statements. The estimates and assumptions, which may prove to be incorrect, include, but are not limited to, the various
assumptions set forth in this document as well as the following: (i) we will continue to receive financing on acceptable
terms; (ii) our future level of indebtedness and our future growth potential will remain consistent with our current
expectations; (iii) there will be no changes to tax laws adversely affecting our financing capability, operations, activities,
structure or distributions; (iv) we will retain and continue to attract qualified and knowledgeable personnel as we expand our
portfolio and business; (v) the impact of the current economic climate and the current global financial conditions on our
operations, including our financing capability and asset value, will remain consistent with our current expectations;
(vi) there will be no material changes to government and environmental regulations adversely affecting our operations;
(vii) conditions in the international and, in particular, the French and German real estate markets, including competition for
acquisitions, will be consistent with the current climate; and (viii) capital markets will provide us with readily available
access to equity and/or debt financing.
The forward-looking statements are subject to inherent uncertainties and risks, including, but not limited to, the factors
listed under the Risk and Uncertainties section of this MD&A. Consequently, actual results and events may vary
significantly from those included in, contemplated or implied by such statements.
MARKET AND INDUSTRY DATA
This MD&A includes market and industry data and forecasts that were obtained from third-party sources, industry publications
and publicly available information as well as industry data prepared by Inovalis SA on the basis of its knowledge of the commercial
real estate industry in which we operate (including Inovalis SA estimates and assumptions relating to the industry based on that
knowledge). Inovalis SA's knowledge of the real estate industry has been developed through its 18 years of experience and
participation in the industry. Inovalis SA believes that its industry data is accurate and that its estimates and assumptions are
reasonable, but there can be no assurance as to the accuracy or completeness of this data. Third-party sources generally state that
the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the
accuracy or completeness of included information. Although Inovalis SA believes it to be reliable, Inovalis SA has not verified any
of the data from third-party sources referred to in this MD&A, or analyzed or verified the underlying studies or surveys relied
upon or referred to by such sources, or ascertained the underlying assumptions relied upon by such sources.
NON-IFRS FINANCIAL MEASURES
Funds from Operations and Adjusted Funds from Operations
Funds from operations ("FFO") and adjusted funds from operations ("AFFO") are not measures recognized under
IFRS and do not have standardized meanings prescribed by IFRS. FFO and AFFO are supplemental measures of performance for real
estate businesses. We believe that AFFO is an important measure of economic performance and is indicative of our ability to pay
distributions, while FFO is an important measure of operating performance and the performance of real estate properties. The IFRS
measurement most directly comparable to FFO and AFFO is net earnings. See the Non-IFRS Reconciliation (FFO and AFFO) section
for reconciliation of FFO and AFFO to net earnings.
FFO is defined as net earnings in accordance with IFRS, excluding: (i) acquisition costs, (ii) gain on bargain purchase, (iii)
net change in fair value of investment properties, (iv) net change in fair value of financial instruments at fair value through
profit and loss, (v) changes in fair value of Exchangeable securities, (vi) adjustment for property taxes accounted for under IFRIC
21, (vii) loss on exercise of lease option, (viii) adjustment for foreign exchange gains or losses on monetary items not forming
part of an investment in a foreign operation, (ix) gain on disposal of an interest in a subsidiary and the non-cash portion of
earnings from investments accounted for using the equity method, * finance income earned from loans to joint-ventures, (xi)
non-recurring finance costs, (xii) deferred taxes and (xiii) gains or losses from non-recurring items. It has also been adjusted to
exclude the distributions declared on Exchangeable securities. These distributions are recognized in profit and loss consistent
with the classification of the Exchangeable securities as a liability. However, they are not to be considered when determining
distributions for the Unitholders as indeed they are subordinated to the distributions to the Unitholders.
AFFO is defined as FFO subject to certain adjustments, including adjustments for: (i) the non-cash effect of straight line
rents, (ii) the cash effect of the lease equalization loans (equalizing the rent payments, providing the REIT with stable and
predictable monthly cash flows over the term of the France Telecom leases in the Vanves property, the Smart & Co. lease in the
Courbevoie property and the Rue du Commerce leases in the Baldi property), (iii) amortization of fair value adjustment on assumed
debt, (iv) the non-cash portion of the asset management fees paid in Exchangeable securities, (v) capital expenditures,
(vi) capital expenditures paid by the vendors of the leasehold interest in the properties and/or tenants and (vii)
amortization of transaction costs on mortgage loans.
FFO and AFFO should not be construed as alternatives to net earnings or cash flow from operating activities, determined in
accordance with IFRS, as indicators of our performance. Our method of calculating FFO and AFFO may differ from other issuers'
methods and accordingly may not be comparable to measures used by them.
Debt-to-book value
Our debt-to-book value ratio is calculated on a look-through basis and takes into account the REIT's apportioned amount
of indebtedness at the partnerships' level. Indebtedness at the REIT's level, as well as at the different partnerships' levels is
calculated as the sum of (i) finance lease liabilities, (ii) mortgage loans, (iii) lease equalization loans, (iv) other long-term
liabilities and (v) deferred tax liabilities. Indebtedness does not take into account the contribution from shareholders that are
recorded as a liability, as is the case at the REIT's level for the Exchangeable securities and at the partnerships' level for the
contribution from the REIT and its partners.
BUSINESS OVERVIEW AND STRATEGY
Inovalis REIT is an unincorporated open-ended real estate investment trust governed by the laws of the Province of Ontario. Inovalis REIT was founded and sponsored by Inovalis SA, our asset manager. Our Units have been listed
on the Toronto Stock Exchange under the trading symbol INO.UN since April 10, 2013. Our head and
registered office is located at 151 Yonge Street, 11th floor, Toronto, Ontario, M5C
2W7.
Our long-term objectives are to:
- generate predictable and growing cash distributions on a tax-efficient basis from investments in income-producing office
properties
- maximize the long-term value of both our properties and Units through active and efficient management
- grow our asset base, primarily in France and Germany, but
also opportunistically in other European countries where assets meet our investment criteria
- increase the cash available for distribution to holders of Units ("Unitholders"), through an accretive acquisition program
that successfully leverages Inovalis SA's extensive relationships and depth of commercial property and financing.
The REIT's Investment criteria encompasses office properties outside of Canada with an
occupancy level above 80% (unless AFFO accretive), secured rental cash flows, a property value between €20 million ($29 million) to €60 million ($86 million) (unless AFFO accretive) and a potential
future upside with respect to matters including rent and area development. According to management, this target investment size
falls within a very liquid segment of the real estate market in Europe, and debt financing for
such acquisitions is readily available from local lenders.
BUSINESS ENVIRONMENT
French commercial real estate investment market
Investment in commercial real estate in France reached €9.7 BN ($13.9 BN) in the first half of 2016, investment in commercial real estate has marked a slight dip of 3% compared
to the same period in 2015 but remains 10.2% higher than the 2006-2015 average of €8.8 BN ($12.6 BN).
Despite its slow economic growth, France is still much sought after, and enjoyed in 2015 its
second best year ever for investment after 2007. The Greater Paris region accounted for the
largest share of acquisitions (75%). Offices are still investors' favorite, attracting 56% of investment.
According to BNP Paribas Real Estate, the prime yield in the Central Business District has remained as low as 3.25% as at Q2
2016 (from 4.00% as at Q2 2015) and the prime yield in the Inner Rim has remained at 4.50% (from 5.25% as at Q2 2016). Investors
have increasingly bought properties beyond Paris business districts, which are structurally
incapable of supplying demand and which offer low yields. Non-prime office yields have also declined in the majority of markets in
the Greater Paris Region and are increasingly sought after.
As at June 30, 2016, the vacancy rate in the Greater Paris Region declined to 6.6% (compared to
6.9% as at December 31, 2015) and inside Paris was close to 4.0%.
This figure is mainly comprised of lower quality properties as, according to CBRE, new and redeveloped properties only accounted
for 16% of the immediate supply.
German commercial real estate investment market
In the first half of 2016, investment in office properties in Germany reached €7.6 BN
($10.9 BN) which, despite being 18% lower than for the same period in 2015, was 27% above the
ten-year average.
Office yields have declined throughout Germany over the last few years and, according to BNP
Paribas Real Estate, prime office properties in the largest cities (Berlin, Cologne, Dusseldorf, Frankfurt, Hamburg, Munich) trade at a cap rate ranging between 3.60% and 4.30% and the
average for the largest big 6 cities is circa 4.00%.
For investors, Germany continues to offer an extremely attractive and stable environment with
interest rates still low, active consumers, upward-trending early indicators and a labor market that remains robust. BNP Paribas
Real Estate expects demand for office properties during the second half of the year to remain strong and even to increase in the
case of foreign market players, and therefore expects an above average turnover for the year as a whole.
Banks are competing for the financing of first class office properties with long-term leases in good locations. As competition
increases, banks are increasingly financing slightly risker properties.
REAL ESTATE MANAGEMENT AND ADVISORY SERVICES
Pursuant to a management agreement, Inovalis SA is the manager of the REIT and provides the strategic, advisory, asset
management, project management, construction management, property management and administrative services necessary to manage the
operations of the REIT.
Upon the earlier of (i) the REIT achieving a market capitalization of $750 million (including any
Exchangeable securities held by Inovalis SA) based on the volume weighted average price (VWAP) over a 20-day trading period and
(ii) April 10, 2018, the Management Agreement will terminate and the management of the REIT will be
internalized at no additional cost.
OUR OPERATIONS
Performance indicators(1)
As
at
|
June 30,
2016
|
December
31, 2015
|
Gross
leasable area (sq.ft)
|
1,083,239
|
1,004,448
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Number of
properties
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11
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10
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Number of
tenants
|
41
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31
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Occupancy
rate (excluding Vendor Leases)
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93.1%
|
89.0%
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Occupancy
rate (including Vendor Leases)
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93.1%
|
89.5%
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Weighted
average lease term (2)
|
6.0
years
|
6.3
years
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(1)
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Taking into
account the interest the REIT has in the properties held in partnerships.
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(2)
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Excluding
early termination rights. Taking into account early termination rights, the weighted average lease term is 4.2
years.
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Portfolio
The REIT has an interest in 11 properties, of which 7 are wholly owned by the REIT (Baldi, Courbevoie, Jeuneurs,
Metropolitan, Sablière and Vanves in France, Hanover in
Germany) and 4 are held through partnerships with various global institutional funds (Arcueil in
France, Bad Homburg, Cologne and Duisburg in Germany).
Occupancy
The overall weighted average occupancy rate across our portfolio was 93.1% at June 30,
2016. During the quarter, a new lease was signed on the Sablière property with effect on July 1,
2016, 4,000 sq.ft, increasing occupancy rate up to 93.5%. This new lease will generate annual net additional rental revenues
of $150. The signature of new leases on approximately 55,000 sq.ft on the Baldi, Courbevoie, Sablière
and Bad Homburg properties since the beginning of 2016 reflects the good positioning of our properties in an improving letting
market. The REIT's portfolio occupancy rate of 93.5% is in line with the market vacancy rate of 6.6% in the Greater Paris
Region.
The Vendor Lease on the Vanves property on 4,521 sq.ft (or 0.4% of total GLA) expired in April
2016. External brokers are working with the Inovalis SA team to lease remaining vacant premises on the REIT's portfolio.
Tenants
The tenant base in the portfolio is well diversified from an industry segment standpoint, with many tenants having large
national or multinational footprints. 72% of 2016 estimated gross rental income come from French public agencies, are guaranteed by
large German or international banks, or are signed with investment grade corporates or are affiliates of investment grade
corporates.
The following table shows our five largest tenants, sorted out by contribution to gross leasable area (GLA). The GLA shown for
these tenants reflects the percentage of ownership the REIT has in the underlying property.
Tenant
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Tenant
Sector
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|
GLA
(sq.ft.)
|
% of
Total
GLA
|
Orange
(formerly France Telecom)
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Telecommunications
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268,740
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24.8%
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Facility
Services Hannover GmbH
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Banking /
Real estate
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124,076
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11.5%
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Mitsubishi
Hitachi Power Systems Europe GmbH
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Manufacturer
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108,959
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10.1%
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Rue du
Commerce
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E-commerce
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51,926
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4.8%
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National
Conservatory of Arts and Crafts
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Education and
training
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50,407
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4.7%
|
Top 5
tenants
|
|
|
|
604,108
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55.8%
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Other
tenants
|
|
Diversified
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404,566
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37.3%
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Vacant
|
|
|
|
74,565
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6.9%
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Total
|
|
|
|
1,083,239
|
100.0%
|
|
|
|
|
|
|
Our largest tenant Orange is rated BBB+/Baa1/BBB+ by S&P/Moody's/Fitch and has leases in two of our properties, the Vanves
property and the Arcueil property (held in partnership).
Leasing profile
Rental indexation
All leases have rental indexation based on either the French ICC (construction cost index) or ILAT (index averaging
construction costs and CPI indexes) or the German Consumer Price Index, as applicable.
Lease rollover profile
The REIT has an average remaining lease term of 6.0 years (not including tenant early termination rights). Assuming all
tenants leave at the earliest possible early termination rights, which is a highly improbable scenario, the average remaining lease
term in our portfolio is 4.2 years.
The following graph sets out the amount of GLA and percentage of total GLA of the properties subject to leases expiring during
the periods shown (excluding early lease terminations).
Lease Maturity Profile
as at June 30, 2016
(% of total GLA)
|
Implicit
Renewal
|
0%
|
|
2023
|
10%
|
2016
|
1%
|
|
2024
|
17%
|
2017
|
0%
|
|
2025
|
7%
|
2018
|
5%
|
|
2026
|
3%
|
2019
|
6%
|
|
Total
|
93%
|
2020
|
17%
|
|
Vacant
areas
|
7%
|
2021
|
26%
|
|
|
|
2022
|
1%
|
|
Total
|
100%
|
|
|
|
|
|
CONSOLIDATED FINANCIAL INFORMATION
Our discussion of results of operations includes our proportionate share of income from investments in joint ventures. Please
refer to "Non IFRS section" for a reconciliation to our condensed interim consolidated financial statements.
|
|
Three months
ended June 30
|
|
Six months
ended June 30
|
(in thousands
of CAD$)
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
Rental
income
|
|
7,797
|
|
6,006
|
|
15,231
|
|
11,871
|
Service charge
income
|
|
1,562
|
|
2,081
|
|
3,386
|
|
3,947
|
Service charge
expenses
|
|
(900)
|
|
(1,484)
|
|
(6,076)
|
|
(5,472)
|
Other
revenues
|
|
42
|
|
1,240
|
|
42
|
|
1,240
|
Other property
operating expenses
|
|
(152)
|
|
203
|
|
(82)
|
|
182
|
|
|
|
|
|
|
|
|
|
Net rental
earnings
|
|
8,349
|
|
8,046
|
|
12,501
|
|
11,768
|
|
|
|
|
|
|
|
|
|
Administration
expenses
|
|
(1,708)
|
|
(1,269)
|
|
(3,174)
|
|
(2,355)
|
Foreign exchange
(loss) gain
|
|
11
|
|
(56)
|
|
107
|
|
84
|
Net change in
fair value of investment properties
|
|
3,039
|
|
11,348
|
|
(222)
|
|
13,097
|
Option cost
related to the acquisition of the Metropolitan property
|
|
(664)
|
|
-
|
|
9,213
|
|
-
|
Acquisition
costs
|
|
(25)
|
|
(73)
|
|
(689)
|
|
(46)
|
Operating
earnings
|
|
9,002
|
|
17,996
|
|
17,736
|
|
22,548
|
|
|
|
|
|
|
|
|
|
Gain (loss) on
financial instruments at fair value through P&L
|
|
(2,125)
|
|
(123)
|
|
(2,369)
|
|
-
|
Gain (loss) on
exercise of early payment option on finance leases
|
|
678
|
|
-
|
|
(1,242)
|
|
379
|
Loss on
refinancing of a debt
|
|
-
|
|
-
|
|
(605)
|
|
-
|
Finance
income
|
|
2
|
|
371
|
|
1,168
|
|
-
|
Finance income
from Joint-ventures
|
|
-
|
|
-
|
|
-
|
|
751
|
Finance
costs
|
|
(1,947)
|
|
(1,277)
|
|
(4,247)
|
|
(2,618)
|
Additionnal
income (loss) from Arcueil's JV
|
|
1,365
|
|
-
|
|
144
|
|
-
|
Distributions on
Exchangeable securities
|
|
(482)
|
|
(438)
|
|
(934)
|
|
(867)
|
Net change in
fair value of Exchangeable securities
|
|
(403)
|
|
217
|
|
(1,019)
|
|
(335)
|
|
|
|
|
|
|
|
|
|
Earnings
before income taxes
|
|
6,090
|
|
16,746
|
|
8,632
|
|
19,858
|
|
|
|
|
|
|
|
|
|
Current income
tax expense
|
|
(23)
|
|
(5)
|
|
(134)
|
|
(10)
|
Deferred income
tax expense
|
|
(229)
|
|
(126)
|
|
(74)
|
|
(168)
|
|
|
|
|
|
|
|
|
|
Earnings for
the period
|
|
5,838
|
|
16,615
|
|
8,424
|
|
19,680
|
Non-controlling
interest
|
|
(1)
|
|
-
|
|
(43)
|
|
-
|
Earnings for
the period (part attributable to the Trust)
|
|
5,839
|
|
16,615
|
|
8,467
|
|
19,680
|
Net rental earnings
Rental income for the three-month period ended June 30, 2016 of $7,797 increased by $1,791 compared to the same period in 2015, of which
$547 was coming from the properties wholly owned by the REIT ($371
increase due to FX change and $176 increase of rental income, accounted for by the combination of an
increase due to the Metropolitan acquisition and the signature of new leases and of a decrease due to tenant departures and the
expiry of the Vendor leases) and $1,244 from the properties held in partnership ($49 increase due to FX change and $1,195 increase of rental income due to the
addition of the Arcueil and Cologne properties).
Rental income for the six-month period ended June 30, 2016 of $15,231 increased by $3,360 compared to the same period in 2015, of which
$937 was coming from the properties wholly owned by the REIT ($819
increase due to FX change and $118 increase of rental income, accounted for by the combination of an
increase due to the Metropolitan acquisition and the signature of new leases and of a decrease due to tenant departures and the
expiry of the Vendor leases) and $2,423 from the properties held in partnership ($99 increase due to FX change and $2,324 increase of rental income due to the
addition of the Arcueil, Bad Homburg and Cologne properties).
Service charge income for the three-month period ended June 30, 2016 of $1,562 decreased by $519 compared to the same period in 2015, of which a decrease
of $745 was coming from the properties wholly owned by the REIT ($135
positive FX impact and $880 decrease of service charge income, explained by charges not recovered on
premises previously vacated by tenants and by the settlement with in-place tenants of operating charges effectively due for
previous years as actual operating expenses were lower than as budgeted) and an increase of $226 from
the properties held in partnership ($11 increase due to FX change and $215 increase of service charge income due to the addition of the Arcueil and Cologne properties). The above-mentioned elements also explain the $561 decrease
for the six-month period ended June 30, 2016 compared to the previous year.
Service charge expenses for the three-month period ended June 30, 2016 of $900 decreased by $584 compared to the same period in 2015 due actual operating
expenses being lower than budgeted as described above. The increase for the six-month period ended June 30,
2016 compared to 2015 is the combination of lower actual operating expenses and higher property taxes due to the addition of
the Arcueil, Cologne and Metropolitan properties (such taxes being fully taken into account in Q1
2016 as per IFRIC 21 accounting rule).
The decrease in other revenues of $1,198 for the three-month and six-month periods ended
June 30, 2016 is explained by the fact that the amount of $1,240
recorded in 2015 was a non-recurring item (gain of $1,240 on the recovery of an indemnity paid at the
time of the purchase of the Vanves property for possible repairs that were no longer required).
Administration expenses
Administration expenses are primarily comprised of asset management fees paid to Inovalis SA and of other general
administrative expenses such as trustee fees, directors' and officers' liability insurance, professional fees (including accounting
fees), legal fees, filing fees, shareholders related expenses and other expenses. Administration expenses for the quarter ended
June 30, 2016 amounted to $1,708 vs. $1,269 for the quarter ended June 30, 2015. $846 is
related to the asset management fees paid to Inovalis SA (vs. $598 for the same period in 2015) and
$862 to other expenses (vs. $671 for the same period in 2015). The
$191 increase in other general administrative expenses (from $671 to
$862) is the combination of FX change ($47) and a 21.5% year on year
increase ($144), while at the same time the assets under management increased by 25.0%.
Administration expenses for the six-month period ended June 30, 2016 amounted to $3,174 vs. $2,355 for the same period in 2015. $1,600
is related to the asset management fees paid to Inovalis SA (vs. $1,180 for the same period in 2015)
and $1,574 to other expenses (vs. $1,175 for the same period in 2015).
The $399 increase in other general administrative expenses (from $1,175
to $1,574) is the combination of FX change ($82) and a 27.0% year on
year increase ($317), while at the same time the assets under management increased in the same
range.
Net change in fair value of investment properties
During the three-month period ended June 30, 2016, the net change in fair value of
investment properties recognized in profit or loss was a $3,039 increase, further to an appreciation
of the French properties. This increase in value almost entirely offset the $3,261 decrease recorded
in the first quarter of the year to reflect anticipated higher transfer taxes for the French properties, resulting in a
$222 decrease for the six-month period ended June 30, 2016.
Option cost related to the acquisition of the Metropolitan property
The amount of $664 in the three-month period ended June 30,
2016 was an adjustment made further to the acquisition by the REIT of the Metropolitan property on March 21, 2016 and the related $9,877 gain in fair value of the purchase option
recorded in the first quarter of the year.
For the six-month period ended June 30, 2016, the total gain in fair value of the purchase option
was $9,213. As per the Acquisition loan that the REIT granted to Inovalis SA in 2014, the REIT was
entitled to receive a portion of the profit generated on the stabilization of the property that would translate into a discount to
the purchase price in the event the REIT elected to exercise its right of first offer for the purchase of the property once the
latter met the investment criteria of the REIT.
Acquisition costs
The acquisition costs of $25 in the three-month period ended June
30, 2016 was an adjustment made further to the acquisition by the REIT of the Metropolitan property.
For the six-month period ended June 30, 2016, the acquisition costs stood at $689, of which $463 is accounted for by the Metropolitan acquisition (notary and
transfer taxes), $141 by the Hanover refinancing and $85 by other costs.
Gain (loss) on financial instruments at fair value through profit and loss
The REIT recognized a loss on financial instruments at fair value through profit and loss for the three-month period
ended June 30, 2016 of $2,125. For the same period in 2015, the REIT
recognized a loss of $123. These gains and losses are mostly the result of the variation in value
realized on the foreign exchange ("FX") contracts.
Gain (loss) on exercise of early payment option on finance leases
The amount of $678 recorded in the three-month period ended June 30,
2016 was an adjustment to the amount of $(1,920) recorded in the previous quarter further to
the exercise by the REIT of its option to purchase the Metropolitan property that was leased and concomitantly closed a new finance
lease contract to replace the finance lease assumed as part of the transaction. For the six-month period ended June 30, 2016, the net amount recorded for the loss on exercise of early payment option on finance leases was
$1,242.
Loss on refinancing of a debt
This element appears only in the six-month period ended June 30, 2016 and has no impact on
the three-month period ended June 30, 2016. During the quarter ended March 31,
2016, the REIT refinanced its debt on the Hanover property. The finance lease in place was
terminated and replaced with a mortgage financing. The impact of de-recognition of the finance lease amounted to $605.
Finance income
Until March 21, 2016, finance income was almost entirely comprised of the interests
perceived by the REIT on the Acquisition loan (Metropolitan transaction). The REIT stopped receiving such interests on March 21, 2016 when it completed the acquisition of the Metropolitan property.
Finance costs
For the three-month period ended June 30, 2016, the finance costs amounted to $1,947 including approximately $1,680 for interests costs related to finance
leases, mortgage loans, the lease equalization loans and the loan granted by the partner on the Cologne transaction, $423 of other finance costs (mainly amortization of fair
value adjustment on finance leases assumed at a discount at the time of a business acquisition and amortization of transaction
costs on mortgage loans) and finally $(156) as fair value variance of the FX derivative contracted
for the benefit of the joint venture partner in the Arcueil transaction.
For the six-month period ended June 30, 2016, the finance costs amounted to $4,247 including approximately $3,256 for interests costs related to finance
leases, mortgage loans, the lease equalization loans and the loan granted by the partner on the Cologne transaction, $579 of other finance costs (mainly amortization of fair
value adjustment on finance leases assumed at a discount at the time of a business acquisition and amortization of transaction
costs on mortgage loans) and finally $138 as fair value variance of the FX derivative contracted for
the benefit of the joint venture partner in the Arcueil transaction.
Additional income (loss) from Arcueil's JV
For the Arcueil joint venture, an interest of 25% in the partnership was taken into account in the proportionate
consolidation presentation, in line with the apportioned investment in the transaction by the REIT of 25% while, as per the joint
venture agreement and as reflected in the condensed interim consolidated financial statements, is entitled to receive a 25% share
of the net earnings and, upon asset disposal, 75% of the variance of fair value of investment properties, netted from FX derivative
costs. This additional income from Arcueil's joint venture of $1,365 and $144 for the three-month and six-month periods ended June 30, 2016 is the bridge
between both presentations. It includes, inter alia, $308 for 75% of the variation of the potential
indemnity to the joint venture partner during the three-month period ending June 30, 2016 (the
remaining 25% being already taken into account in the Finance costs above) and $(277) for the
six-month period ended June 30, 2016.
Distributions on Exchangeable securities
Distributions to the holders of Exchangeable securities are calculated in a manner to provide a return that is
economically equivalent to the distributions received by the Unitholders. During the three-month period ended June 30, 2016 the distribution recognized on Exchangeable securities was $482 while
it was $438 for the same period in 2015. The increase is the result of the additional Exchangeable
securities received by Inovalis SA in lieu of asset management fees.
Net change in fair value of Exchangeable securities
The net change in value of the Exchangeable securities, as well as the cost of distributions recognized on Exchangeable
securities, are recognized in profit and loss because, for financial reporting purposes, the Exchangeable securities have been
classified as a liability at fair value through profit or loss.
For the three-month period ended June 30, 2016, the REIT reported a loss of $403 which is the result of the change in the closing price of Units on the TSX which was $9.94 on June 30, 2016 compared to $9.70 as at
March 31, 2016. For the six-month period ended June 30, 2016, the REIT
reported a loss of $1,019 which is the result of the change in the closing price of Units on the TSX
which was $9.94 on June 30, 2016 compared to $9.37 as at December 31, 2015.
Current income tax expense
The current income tax expense incurred of $23 and $123 for
the three-month and six-month periods ended June 30, 2016 amount to a withholding tax paid by the
REIT's Luxemburg holding company on the dividends it received from affiliates.
Last 24 Months Key Financial Information
The information provided in this section includes our proportionate share of income from investments in joint ventures.
Please refer to "Non IFRS section" for a reconciliation to our condensed interim consolidated financial statements.
|
|
|
|
|
3-month
period ended
|
(in
thousands of CAD$)
|
|
|
June
30,
2016
|
March
31,
2016
|
Dec.
31,
2015
|
Sept.
30,
2015
|
June
30,
2015
|
March
31,
2015
|
Dec
31,
2014
|
Sept.
30,
2014
|
Rental
income
|
|
|
7,797
|
7,431
|
8,423
|
7,710
|
6,006
|
5,866
|
5,459
|
4,802
|
Net rental
earnings
|
|
|
8,349
|
4,135
|
8,690
|
7,321
|
8,047
|
3,731
|
5,742
|
5,096
|
Earnings for
the period
|
|
|
5,839
|
2,628
|
6,641
|
4,479
|
16,615
|
3,065
|
21,374
|
2,158
|
Earnings per
Unit (CAD$)
|
|
|
0.37
|
0.15
|
0.43
|
0.29
|
1.08
|
0.20
|
1.56
|
0.19
|
|
|
|
|
|
|
|
|
|
|
|
NON-IFRS RECONCILIATION
Investments in joint ventures
The REIT's proportionate share of the financial position and results of operation of its investment in joint ventures,
which are accounted for using the equity method under IFRS in the condensed interim consolidated financial statements, are
presented below using the proportionate consolidation method (with the exception of Arcueil), which is a non-GAAP measure. For the
purpose of the proportionate consolidation, the initial investment of both partners in the joint ventures were considered as being
equity investments as opposed to a combination of equity and loans and accordingly, the related proportionate consolidation balance
sheet items were eliminated as well as the associated finance income and finance costs. For the Arcueil joint venture, an interest
of 25% in the partnership was taken into account in the proportionate consolidation presentation, in line with the apportioned
investment in the transaction by the REIT of 25% while, as per the joint venture agreement and as reflected in the condensed
interim consolidated financial statements, the REIT is entitled to receive a 75% share of the net profit. A line entitled
"additional gain or loss from Arcueil's joint venture" in the Consolidated statement of earnings reconciliation to consolidated
financial statements bridges both presentations. A reconciliation of the financial position and results of operations to the
condensed interim balance sheets and consolidated statements of earnings is included in the tables showed in the Non-IFRS
Reconciliation section.
For the quarter ended June 30, 2016, the proportional financial results include the following
proportion of the revenues and expenses of each one of the joint ventures: 50% for Duisburg and Walpur, 49% for Cologne and 25% for Arcueil.
FFO and AFFO
|
|
|
|
|
|
|
|
|
Three
months ended June 30
|
|
Six months
ended June 30
|
(in
thousands of CAD$)
|
|
2016
|
2015
|
|
2016
|
2015
|
|
|
|
|
|
|
|
Earnings
for the period
|
|
5,839
|
16,615
|
|
8,704
|
19,680
|
|
|
|
|
|
|
|
Add/(Deduct):
|
|
|
|
|
|
|
Acquisition
costs
|
|
25
|
(144)
|
|
689
|
(172)
|
Option cost
related to the acquisition of the Metropolitan property
|
|
664
|
-
|
|
(9,213)
|
-
|
Other
revenues
|
|
-
|
(1,240)
|
|
-
|
(1,240)
|
Gain (loss)
on exercise of early payment option on finance leases
|
|
(678)
|
-
|
|
1,242
|
-
|
Loss on
refinancing of a debt
|
|
-
|
-
|
|
605
|
-
|
Net change in
fair value of investment properties
|
|
(3,039)
|
(11,348)
|
|
178
|
(13,098)
|
Gain (loss)
on financial instruments at fair value through P&L
|
|
2,125
|
123
|
|
2,369
|
(510)
|
Adjustment
for property taxes accounted for under IFRIC 21
|
|
(930)
|
(697)
|
|
1,752
|
1,333
|
Additionnal
income (loss) from Arcueil's JV
|
|
(1,365)
|
-
|
|
(83)
|
-
|
Distributions
on Exchangeable securities
|
|
482
|
438
|
|
934
|
867
|
Change in
fair value of Exchangeable securities
|
|
403
|
(217)
|
|
1,019
|
335
|
Foreign
exchange (loss) gain
|
|
(11)
|
56
|
|
(107)
|
47
|
Non-recurring
finance income from Inovalis relating to the acquisition loan
|
|
-
|
-
|
|
(797)
|
-
|
Other
non-recurring finance costs
|
|
(97)
|
(29)
|
|
316
|
3
|
Deferred
income tax expense
|
|
229
|
127
|
|
(162)
|
165
|
Minority
interest
|
|
1
|
-
|
|
(43)
|
-
|
|
|
|
|
|
|
|
FFO
|
|
3,648
|
3,684
|
|
7,403
|
7,410
|
|
|
|
|
|
|
|
Add/(Deduct):
|
|
|
|
|
|
|
Non-cash
effect of straight line rents
|
|
(100)
|
(750)
|
|
223
|
(1,413)
|
Cash effect
of the lease equalization loans
|
|
5
|
1,361
|
|
(310)
|
1,601
|
Amortization
of fair value adjustment on assumed debt
|
|
48
|
105
|
|
99
|
214
|
Amortization
of transaction costs on mortgage loans
|
|
81
|
96
|
|
175
|
201
|
Non-cash part
of asset management fees paid in Exchangeable securities (1)
|
|
409
|
263
|
|
697
|
520
|
Capex net of
cash subsidy
|
|
(100)
|
(100)
|
|
(200)
|
(200)
|
Adjustement
from investment
|
|
18
|
19
|
|
54
|
51
|
|
|
|
|
|
|
|
AFFO
|
|
4,009
|
4,678
|
|
8,141
|
8,384
|
|
|
|
|
|
|
|
FFO / Units
(diluted)(in CAD$)
|
|
0.20
|
0.21
|
|
0.41
|
0.43
|
AFFO / Units
(diluted)(in CAD$)
|
|
0.22
|
0.27
|
|
0.45
|
0.48
|
|
|
|
|
|
|
|
(1)
|
For purposes
of this presentation, 50% of non-cash part of the asset management fee is included in the AFFO reconciliation.
Notwithstanding, 100% of the asset management fee is paid in Exchangeable securities.
|
(2)
|
Based on
weighted average number of fully diluted Units, i.e. 18,121,533 and 17,424,381 for 3-month periods ended June 30, 2016 and
2015, and 17,938,082 and 17,378,796 for 6-month periods ended June 30, 2016 and 2015.
|
|
|
Management believes FFO is an important measure of our operating performance and is indicative of our ability to pay
distributions. However, it does not represent cash flow from operating activities as defined by IFRS and is not necessarily
indicative of cash available to fund Inovalis REIT's needs. This non-IFRS measurement is commonly used for assessing real estate
performance. Our FFO and AFFO calculations are based on the average foreign exchange rate for the period (1.4552 Canadian dollars per Euro for the quarter ended June 30, 2016) and does not
take into account our foreign currency hedging arrangements (100% of our monthly cash distributions are covered until April 2019 at an average rate of 1.4930).
Our AFFO calculation for the quarter ended June 30, 2015 takes into account an amount of
$423 that was payable as of March 31, 2015 by Inovalis SA and that was
not taken into account in the previous quarter. Excluding this item, AFFO per Unit for the quarter ended June 30, 2015 would have been $0.24 and the AFFO payout ratio for the same period
would have been 84.5%.
Balance sheet reconciliation to consolidated financial statements
|
|
As at June
30, 2016
|
|
As at
December 31, 2015
|
Assets
|
|
As per
REIT's
financial
statements (1)
|
|
Share from
investments in joint-ventures
|
|
Proportionate
Consolidation
|
|
As per
REIT's
financial
statements (1)
|
|
Share from
investments in joint-ventures
|
|
Proportionate
Consolidation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
assets
|
|
|
|
|
|
|
|
|
|
|
|
Investment
properties
|
417,925
|
|
97,724
|
|
515,649
|
|
355,704
|
|
100,359
|
|
456,063
|
Investments
accounted for using the equity method
|
|
43,376
|
|
(43,376)
|
|
-
|
|
40,337
|
|
(40,337)
|
|
-
|
Acquisition
loan
|
|
-
|
|
-
|
|
-
|
|
18,786
|
|
-
|
|
18,786
|
Derivative
financial instruments
|
344
|
|
-
|
|
344
|
|
92
|
|
-
|
|
92
|
Restricted
cash and other financial assets
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Deferred
income tax assets
|
-
|
|
356
|
|
356
|
|
1,375
|
|
-
|
|
1,375
|
Total
non-current assets
|
461,645
|
|
54,704
|
|
516,349
|
|
416,294
|
|
60,022
|
|
476,316
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
|
|
|
|
|
Trade and
other receivables
|
4,131
|
|
721
|
|
4,852
|
|
4,803
|
|
816
|
|
5,619
|
Derivative
financial instruments
|
254
|
|
154
|
|
408
|
|
197
|
|
159
|
|
356
|
Other current
assets
|
|
1,555
|
|
46
|
|
1,601
|
|
1,333
|
|
39
|
|
1,372
|
Restricted
cash
|
-
|
|
-
|
|
-
|
|
305
|
|
-
|
|
305
|
Cash and cash
equivalents
|
7,679
|
|
3,019
|
|
10,698
|
|
6,895
|
|
3,958
|
|
10,853
|
Total
current assets
|
13,619
|
|
3,940
|
|
17,559
|
|
13,533
|
|
4,972
|
|
18,505
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
475,264
|
|
58,644
|
|
533,908
|
|
429,827
|
|
64,994
|
|
494,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
and Unitholders' equity
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term
Loans from joint-venture partners
|
|
|
457
|
|
457
|
|
-
|
|
6,480
|
|
6,480
|
Mortgage
loans
|
85,195
|
|
34,957
|
|
120,152
|
|
70,779
|
|
36,133
|
|
106,912
|
Finance lease
liabilities
|
146,600
|
|
16,933
|
|
163,533
|
|
120,285
|
|
17,192
|
|
137,477
|
Other
long-term liabilities
|
-
|
|
1,681
|
|
1,681
|
|
-
|
|
1,171
|
|
1,171
|
Lease
equalization loans
|
4,361
|
|
-
|
|
4,361
|
|
5,090
|
|
-
|
|
5,090
|
Tenant
deposits
|
2,506
|
|
-
|
|
2,506
|
|
1,746
|
|
-
|
|
1,746
|
Exchangeable
securities
|
18,696
|
|
-
|
|
18,696
|
|
18,034
|
|
-
|
|
18,034
|
Provision
relating to an investment accounted for using the equity method
|
|
-
|
|
-
|
|
-
|
|
925
|
|
(925)
|
|
-
|
Derivative
financial instruments
|
3,013
|
|
286
|
|
3,299
|
|
2,698
|
|
158
|
|
2,856
|
Deferred tax
liabilities
|
1,467
|
|
1,579
|
|
3,046
|
|
1,651
|
|
1,332
|
|
2,983
|
Total
non-current liabilities
|
261,838
|
|
55,893
|
|
317,731
|
|
221,208
|
|
61,541
|
|
282,749
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage
loans
|
507
|
|
-
|
|
507
|
|
415
|
|
-
|
|
415
|
Finance lease
liabilities
|
6,461
|
|
614
|
|
7,075
|
|
6,217
|
|
582
|
|
6,799
|
Lease
equalization loans
|
1,613
|
|
-
|
|
1,613
|
|
1,335
|
|
-
|
|
1,335
|
Tenant
deposits
|
109
|
|
-
|
|
109
|
|
116
|
|
-
|
|
116
|
Exchangeable
securities
|
2,293
|
|
-
|
|
2,293
|
|
1,366
|
|
-
|
|
1,366
|
Derivative
financial instruments
|
1,242
|
|
-
|
|
1,242
|
|
878
|
|
-
|
|
878
|
Trade and
other payables
|
10,504
|
|
1,564
|
|
12,068
|
|
6,174
|
|
2,129
|
|
8,303
|
Other current
liabilities
|
|
1,028
|
|
573
|
|
1,601
|
|
469
|
|
742
|
|
1,211
|
Total
current liabilities
|
23,757
|
|
2,751
|
|
26,508
|
|
16,970
|
|
3,453
|
|
20,423
|
Total
liabilities
|
285,595
|
|
58,644
|
|
344,239
|
|
238,178
|
|
64,994
|
|
303,172
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
|
|
|
|
Trust
units
|
140,878
|
|
-
|
|
140,878
|
|
136,365
|
|
-
|
|
136,365
|
Retained
earnings
|
37,290
|
|
-
|
|
37,290
|
|
35,359
|
|
-
|
|
35,359
|
Accumulated
other comprehensive income
|
11,543
|
|
-
|
|
11,543
|
|
19,925
|
|
-
|
|
19,925
|
|
189,711
|
|
-
|
|
189,711
|
|
191,649
|
|
-
|
|
191,649
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-controlling
interest
|
(42)
|
|
|
|
(42)
|
|
|
|
|
|
|
Total
liabilities and equity
|
475,264
|
|
58,644
|
|
533,908
|
|
429,827
|
|
64,994
|
|
494,821
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of earnings reconciliation to consolidated financial statements
|
|
Three
months ended
|
|
|
June 30,
2016
|
|
June 30,
2015
|
(in
thousands of CAD$)
|
|
Amounts
per
REIT's
financial
statements(1)
|
|
Share of
net
earnings
from investments
in joint ventures
|
|
Total
|
|
Amounts
per
REIT's
financial
statements(1)
|
|
Share
of
earnings
from investments
in
joint
ventures
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental
income
|
|
5,853
|
|
1,944
|
|
7,797
|
|
5,306
|
|
700
|
6,006
|
Service
charge income
|
|
1,185
|
|
377
|
|
1,562
|
|
1,930
|
|
151
|
2,081
|
Service
charge expenses
|
|
(989)
|
|
89
|
|
(900)
|
|
(1,334)
|
|
(150)
|
(1,484)
|
Other
revenues
|
|
42
|
|
-
|
|
42
|
|
1,240
|
|
-
|
1,240
|
Other
property operating expenses
|
|
(26)
|
|
(126)
|
|
(152)
|
|
(26)
|
|
229
|
203
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental
earnings
|
|
6,065
|
|
2,284
|
|
8,349
|
|
7,116
|
|
930
|
8,046
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration
expenses
|
|
(1,505)
|
|
(203)
|
|
(1,708)
|
|
(1,125)
|
|
(144)
|
(1,269)
|
Foreign
exchange (loss) gain
|
|
11
|
|
-
|
|
11
|
|
(56)
|
|
-
|
(56)
|
Net change in
fair value of investment properties
|
|
3,552
|
|
(513)
|
|
3,039
|
|
11,416
|
|
(68)
|
11,348
|
Option cost
related to the acquisition of the Metropolitan property
|
|
(664)
|
|
-
|
|
(664)
|
|
-
|
|
-
|
-
|
Acquisition
costs
|
|
(30)
|
|
5
|
|
(25)
|
|
(54)
|
|
(19)
|
(73)
|
Share of the
net earnings of investments (equity method)
|
|
(153)
|
|
153
|
|
-
|
|
131
|
|
(131)
|
(0)
|
Operating
earnings
|
|
7,276
|
|
1,726
|
|
9,002
|
|
17,428
|
|
568
|
17,996
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss)
on financial instruments at fair value through P&L
|
|
(2,093)
|
|
(32)
|
|
(2,125)
|
|
(123)
|
|
-
|
(123)
|
Gain (loss)
on exercise of early payment option on finance leases
|
|
678
|
|
-
|
|
678
|
|
-
|
|
|
-
|
Finance
income
|
|
2
|
|
-
|
|
2
|
|
824
|
|
(453)
|
371
|
Finance
income from Joint-ventures
|
|
2,782
|
|
(2,782)
|
|
-
|
|
-
|
|
-
|
-
|
Finance
costs
|
|
(1,623)
|
|
(324)
|
(3)
|
(1,947)
|
|
(1,214)
|
|
(63)
|
(1,277)
|
Additionnal
income (loss) from Arcueil's JV (2)
|
|
-
|
|
1,365
|
|
1,365
|
|
-
|
|
-
|
-
|
Distributions
on Exchangeable securities
|
|
(482)
|
|
-
|
|
(482)
|
|
(438)
|
|
-
|
(438)
|
Net change in
fair value of Exchangeable securities
|
|
(403)
|
|
-
|
|
(403)
|
|
217
|
|
-
|
217
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
before income taxes
|
|
6,137
|
|
(47)
|
|
6,090
|
|
16,694
|
|
52
|
16,746
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
income tax expense
|
|
(23)
|
|
-
|
|
(23)
|
|
(5)
|
|
-
|
(5)
|
Deferred
income tax expense
|
|
(276)
|
|
47
|
|
(229)
|
|
(74)
|
|
(52)
|
(126)
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
for the period
|
|
5,838
|
|
-
|
|
5,838
|
|
16,615
|
|
(0)
|
16,615
|
Non-controlling
interest
|
|
(1)
|
|
-
|
|
(1)
|
|
-
|
|
-
|
-
|
Earnings
for the period (part attributable to the Trust)
|
|
5,839
|
|
-
|
|
5,839
|
|
16,615
|
|
-
|
16,615
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Income
statement amounts presented for the REIT were taken from the internal consolidated financial statements as at June 30, 2016
and 2015.
|
(2)
|
Includes the
REIT's share of the hedging cost of Arcueil's partner.
|
(3)
|
Reflects the
additional loss assumed by the REIT's in reference with its actual 75% rights to the net profit of the Arcueil joint
venture.
|
|
|
|
|
Six months
ended
|
|
|
June 30,
2016
|
|
June 30,
2015
|
(in
thousands of CAD$)
|
|
Amounts
per
REIT's
financial
statements
(1)
|
|
Share of
net
earnings
from
investment
s in
joint
ventures
|
|
Total
|
|
Amounts
per
REIT's
financial
statements
(1)
|
|
Share
of
earnings from
investments
in
joint
ventures
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental
income
|
|
11,526
|
|
3,705
|
|
15,231
|
|
10,589
|
|
1,282
|
11,871
|
Service
charge income
|
|
2,775
|
|
611
|
|
3,386
|
|
3,659
|
|
288
|
3,947
|
Service
charge expenses
|
|
(5,474)
|
|
(602)
|
|
(6,076)
|
|
(5,144)
|
|
(328)
|
(5,472)
|
Other
revenues
|
|
42
|
|
-
|
|
42
|
|
1,240
|
|
-
|
1,240
|
Other
property operating expenses
|
|
(67)
|
|
(15)
|
|
(82)
|
|
(47)
|
|
229
|
182
|
|
|
|
|
|
|
|
|
|
|
|
|
Net rental
earnings
|
|
8,802
|
|
3,699
|
|
12,501
|
|
10,297
|
|
1,471
|
11,768
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration
expenses
|
|
(2,724)
|
|
(450)
|
|
(3,174)
|
|
(2,117)
|
|
(238)
|
(2,355)
|
Foreign
exchange (loss) gain
|
|
107
|
|
-
|
|
107
|
|
84
|
|
-
|
84
|
Net change in
fair value of investment properties
|
|
644
|
|
(866)
|
|
(222)
|
|
13,166
|
|
(69)
|
13,097
|
Option cost
related to the acquisition of the Metropolitan property
|
|
9,213
|
|
-
|
|
9,213
|
|
-
|
|
-
|
-
|
Acquisition
costs
|
|
(689)
|
|
-
|
|
(689)
|
|
(54)
|
|
8
|
(46)
|
Share of the
net earnings of investments (equity method)
|
|
(358)
|
|
358
|
|
-
|
|
121
|
|
(121)
|
-
|
Operating
earnings
|
|
14,995
|
|
2,741
|
|
17,736
|
|
21,497
|
|
1,051
|
22,548
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain (loss)
on financial instruments at fair value through P&L
|
|
(2,237)
|
|
(132)
|
|
(2,369)
|
|
379
|
|
-
|
379
|
Gain (loss)
on exercise of early payment option on finance leases
|
|
(1,242)
|
|
-
|
|
(1,242)
|
|
-
|
|
-
|
-
|
Loss on
refinancing of a debt
|
|
(605)
|
|
-
|
|
(605)
|
|
-
|
|
-
|
-
|
Finance
income
|
|
1,168
|
|
-
|
|
1,168
|
|
1,564
|
|
(813)
|
751
|
Finance
income from Joint-ventures
|
|
1,668
|
|
(1,668)
|
|
-
|
|
-
|
|
-
|
-
|
Finance
costs
|
|
(3,139)
|
|
(1,108)
|
(3)
|
(4,247)
|
|
(2,443)
|
|
(175)
|
(2,618)
|
Additionnal
income (loss) from Arcueil's JV (2)
|
|
-
|
|
144
|
|
144
|
|
-
|
|
-
|
-
|
Distributions
on Exchangeable securities
|
|
(934)
|
|
|
|
(934)
|
|
(867)
|
|
|
(867)
|
Net change in
fair value of Exchangeable securities
|
|
(1,019)
|
|
-
|
|
(1,019)
|
|
(335)
|
|
|
(335)
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
before income taxes
|
|
8,655
|
|
(23)
|
|
8,632
|
|
19,795
|
|
63
|
19,858
|
|
|
|
|
|
|
|
|
|
|
|
|
Current
income tax expense
|
|
(108)
|
|
(26)
|
|
(134)
|
|
(8)
|
|
(2)
|
(10)
|
Deferred
income tax expense
|
|
(123)
|
|
49
|
|
(74)
|
|
(107)
|
|
(61)
|
(168)
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings
for the period
|
|
8,424
|
|
-
|
|
8,424
|
|
19,680
|
|
-
|
19,680
|
Non-controlling
interest
|
|
(43)
|
|
-
|
|
(43)
|
|
-
|
|
-
|
-
|
Earnings
for the period (part attributable to the Trust)
|
|
8,467
|
|
-
|
|
8,467
|
|
19,680
|
|
-
|
19,680
|
(1)
|
Income
statement amounts presented for the REIT were taken from the internal consolidated financial statements as at June 30, 2016
and 2015.
|
(2)
|
Includes the
REIT's share of the hedging cost of Arcueil's partner.
|
(3)
|
Reflects the
additional loss assumed by the REIT's in reference with its actual 75% rights to the net profit of the Arcueil joint
venture.
|
|
|
PROPERTY CAPITAL INVESTMENTS
Fair value
The fair value of our investment property portfolio as at June 30, 2016 was $515.6 million including the REIT's interests in the properties held in partnerships (vs. $456.1 million as at December 31, 2015). The fair value of the French properties
was $416.1 million (80.7% of total value) and the fair value of the German properties
was $99.5 million (19.3% of total value).
Management principally uses discounted cash flows to determine the fair value of the investment properties. These values are
supported by third party appraisals in conformity with the requirements of the Royal Institution of Chartered Surveyors
Standards, and for the French properties also in conformity with the Charte de l'expertise immobilière, European
Valuation Standards of TEGoVA (the European Group of Valuers' Association) and IFRS 13.
Building improvements
The REIT is committed to improving its operating performance by incurring appropriate capital expenditures in order to
replace and maintain the productive capacity of its property portfolio so as to sustain its rental income generating potential over
the portfolio's useful life.
Since the IPO in April 2013, a total of $1.7 million has been spent
on the properties, funded by a reserve that was set aside by the vendors of the four initial properties.
Guarantees, commitments and contingencies
The REIT and its subsidiaries have provided guarantees in connection with the finance lease liabilities and the mortgage
loans, including pledge of affiliates of the REIT, first mortgages and assignment of receivables and future receivables. As at
June 30, 2016, guarantees provided by the REIT with respect to its long-term debts include a
preferential claim held by mortgage lenders on the Jeuneurs, Véronèse, Sablière and Hanover
properties in the amount of $85,702.
Further to the reimbursement by the REIT of the $6.4 million equity bridge granted by the partner
on the Cologne transaction, the pledge granted by the REIT on its 49% equity commitment to the
partner as guarantee was also released.
OTHER SIGNIFICANT ASSETS
Restricted cash
As at June 30, 2016, the REIT had no restricted cash. Restricted cash of $1,680 as at December 31, 2015 was comprised of a collateral for the foreign
exchange currency contracts entered into with a Canadian bank. In the course of the quarter ended June 30,
2016, the REIT terminated all these contracts and replaced them with a new series of 36 monthly forward contracts provided
by a French bank that has no cash collateral requirements.
Investments accounted for using the equity method
This section encompasses the 50% interest the REIT (through its subsidiaries) has in the Duisburg property, the 50%
interest in the Walpur property, the 25% interest in the Arcueil property and the 49% interest in the Cologne property. Our share of fair value of the investment properties accounted for using the equity method
was $43,376 as at June 30, 2016 compared to $40,337 as at December 31, 2015.
Acquisition loan
The Acquisition loan on the Metropolitan property ($18,786 as at December 31, 2015) was repaid by Inovalis SA to Inovalis REIT when the latter purchased the property on
March 21, 2016. There was no cash payment, as compensation was made with other amounts due by the
REIT to Inovalis SA for the purchase of the Metropolitan property.
Trade and other receivables
Trade and other receivables as at June 30, 2016 amounted to $4,852 taking into account the REIT's interests in the properties held in partnerships compared to $5,619 as at December 31, 2015.
Other current Assets
Other current assets as at December 31, 2015 amounted to $1,601 compared to $1,372 as at December 31, 2015.
This amount is mainly composed of sales tax receivables.
PRESENTATION OF OUR CAPITAL
Liquidity and capital resources
Inovalis REIT's primary sources of capital are cash generated from operating activities, credit facilities, sharing the
ownership of actual assets owned entirely and equity issues. Our primary uses of capital include property acquisitions, payment of
distributions, costs of attracting and retaining tenants, recurring property maintenance, major property improvements and debt
interest payments. We expect to meet all of our ongoing obligations through current cash, cash flows from operations, debt
refinancing and, as growth requires and when appropriate, new equity or debt issues. We can also sell some portion of assets owned
in order to get access to capital but also in the perspective of diversification of our portfolio.
The REIT's cash available remained stable at $7.7 million as at June 30,
2016 compared to $6.9 million as at December 31, 2015. Including
the REIT's interest in the joint ventures, cash available totals $10.7 million as at June 30, 2016, compared to $10.9 million as at December 31,
2015.
Financing activities
Our debt strategy is to have secured mortgage financing with a term to maturity that is appropriate in relation to the
lease maturity profile of our portfolio and then to put in place, when appropriate, interest-only financings. We intend to search
for fixed rate financings or floating rate financings with a cap. As such, 91.8% of the REIT's senior debt benefits from an
interest rate protection (75.1% in the form of a swap and 16.7% in the form a cap). Our preference is to have staggered debt
maturities to mitigate interest rate risk and limit refinancing exposure in any particular period. With no financial institution
representing more than 20% of our senior debt commitment, we also make sure that the REIT has a diversified base of senior debt
providers. Our debt to book value stands at 56.5% and net of the $10.7 million of cash available as
at June 30, 2016 (including the REIT's interest in the joint ventures), this debt to book value
stands at 55.6%.
Key performance indicators in the management of our debt are summarized in the following table (taking into account the interest
the REIT has in the properties held in partnerships).
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|
|
|
|
|
|
As at June
30, 2016
|
|
As at
December 31, 2015
|
|
|
|
|
|
Weighted
average interest rate (1)
|
|
2.07%
|
|
1.98%
|
Debt-to-book
value (2)
|
|
56.6%
|
|
52.8%
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Debt-to-book
value, net of cash(2)
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|
55.7%
|
|
51.8%
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Interest
coverage ratio (3)
|
|
3.7
x
|
|
4.0
x
|
Debt due in
next 12 months in thousand of CAD$ (including interests)
|
|
7,894
|
|
12,232
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Weighted
average term to maturity of debt (4)
|
|
7.6
years
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|
7.2
years
|
|
|
|
|
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(1)
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Calculated as
the weighted average interest rate paid on the finance leases and the mortgage financing.
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(2)
|
The
definition of debt-to-book value and of debt-to-book value, net of cash can be found under the section
Non-IFRS Financial Measures.
|
(3)
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Calculated as
net rental earnings plus interest, less general and administrative expenses, divided by interest expense on the financial
leases and mortgage financings.
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(4)
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Calculated as
the weighted average term on all the financial leases and mortgage financings.
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|
|
Leasehold and Mortgage
Financing Maturity Profile
(% of amount outstanding as at June 30, 2016)
|
|
|
|
|
|
2016
|
0%
|
|
2023
|
0%
|
2017
|
8%
|
|
2024
|
3%
|
2018
|
0%
|
|
2025
|
7%
|
2019
|
25%
|
|
2026
|
27%
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2020
|
0%
|
|
2027
|
6%
|
2021
|
0%
|
|
2028
|
18%
|
2022
|
6%
|
|
Total
|
100%
|
|
|
|
|
|
Trade and other payables
Trade and other payables as at June 30, 2016 amounted to $12,068 taking into account the REIT's interests in the properties held in partnerships compared to $8,303 as at December 31, 2015. The increase is principally due to the accrual of
all property taxes and levies, which will resorb itself in the fourth quarter of the year. Also, the addition of the Metropolitan
property in the course of the first quarter of 2016 has increased the level of operating expenses and also resulted in higher
payables.
Equity
Our discussion about equity is inclusive of Exchangeable securities, which are economically equivalent to the REIT's
Units. In our consolidated financial statements, the Exchangeable securities are classified as a combination of current and
non-current liabilities under IFRS because of the conversion feature that can be exercised by the holder of those securities.
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|
|
|
|
|
|
3-month
period ended
June
30, 2016
|
|
6-month
period ended
June
30, 2016
|
|
|
|
|
|
Units
|
|
|
|
|
Number at
beginning of period
|
|
15,665,487
|
|
15,637,019
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Increase/(Decrease)
in number during the period
|
|
420,000
|
|
420,000
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Units issued
pursuant to the DRIP
|
|
28,889
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|
57,357
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Number at end
of period
|
|
16,114,376
|
|
16,114,376
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Weighted
average number during the period
|
|
15,716,519
|
|
15,683,938
|
|
|
|
|
|
Exchangeable
securities
|
|
|
|
|
Number at
beginning of period
|
|
2,440,941
|
|
2,070,398
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Increase/(Decrease)
in number during the period
|
|
(329,334)
|
|
41,209
|
Number at end
of period
|
|
2,111,607
|
|
2,111,607
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Weighted
average number during the period
|
|
2,405,014
|
|
2,254,144
|
|
|
|
|
|
Units and
Exchangeable securities
|
|
|
|
|
Number at
beginning of period
|
|
18,106,428
|
|
17,707,417
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Increase/(Decrease)
in number during the period
|
|
119,555
|
|
518,566
|
Number at end
of period
|
|
18,225,983
|
|
18,225,983
|
Weighted
average number during the period
|
|
18,121,533
|
|
17,938,082
|
|
|
|
|
|
|
|
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Our Declaration of Trust authorizes the issuance of an unlimited number of Units and an unlimited number of Special Voting
Units. Issued and outstanding Units and Special Voting Units may be subdivided or consolidated from time to time by the Trustees
without notice to or approval of the Unitholders of the REIT.
A total of 90,666 Exchangeable securities were issued during the period from April 1, 2016 to
June 30, 2016 in favor of Inovalis SA as payment of the asset management fees for the first quarter
of 2016. On June 22, 2016, Inovalis SA also converted 420,000 Exchangeable securities into Units. The
combination of both elements resulted in a 329,334 decrease in the number of Exchangeable securities.
For the period from January 1, 2016 to June 30, 2016, a total of
165,173 Exchangeable securities were issued in favor of Inovalis SA as payment of the asset management fees for the first half of
2016. 296,036 Exchangeable securities were also issued in favor of Inovalis SA as a further investment into the REIT by Inovalis
SA. Both elements combined with the above-mentioned conversion of 420,000 Exchangeable securities into Units resulted in a 41,209
increase in the number of Exchangeable securities in the first half of 2016.
Further to the Distribution Reinvestment Plan ("DRIP") in place, a total of 28,889 Units were issued to Unitholders during the
quarter ended June 30, 2016 and 57,357 were issued during the six-month period ended June 30, 2016. As at June 30, 2016, 8.9% of the Units were enrolled in the
DRIP.
Subsequent to the quarter, on July 25, 2016, the REIT closed a $46.0
million equity offering (including the over-allotment, which was fully exercised) aimed at being used as an available source
of funding for potential future acquisitions of office properties located in France and
Germany and for potential capital expenditures relating to the re-positioning and/or
re-development of currently owned properties. Until utilized for these purposes, the REIT intends to repay existing outstanding
indebtedness in the amount of approximately $24.7 million with respect to the Baldi property, as well
as for working capital and general trust purposes, including potential acquisitions. In this equity offering 4,842,190 Units were
issued, including 631,590 Units issued pursuant to the exercise in full of the over-allotment option.
Distribution and management of foreign exchange risk
Our Declaration of Trust provides our trustees with the discretion to determine the percentage payout of income that
would be in the best interests of the REIT. Given that the level of working capital tends to fluctuate over time and should not
affect our distribution policy, we do not consider it when determining our distributions.
In order to ensure the predictability of distributions to our Unitholders, we have established an active foreign exchange
hedging program. As at March 31, 2016, the REIT was committed to sell €663 (on the average) at an
average rate of 1.5085 and to receive $1,000 on a monthly basis until February
2019 (included). Approximately 60% of the contracts were forward contracts and 40% of the contracts were a combination of
puts and calls. The puts and calls contracts were taken at the beginning of 2015 when the market conditions were such that this
strategy enabled us to lock in a better rate than the one what we would have had with forward contracts. During the quarter ended
June 30, 2016, all of the above mentioned foreign exchange contracts, which were provided by a
Canadian bank, were terminated and replaced with a new series of 36 monthly forward contracts provided by a French bank. Under
those contracts, the REIT is committed to sell €670 (on the average) at an average rate of 1.4930 and to receive $1,000 on a monthly basis until April 2019 (included). Under these new contracts
there is no cash collateral requirement from the bank as was the case with the previous contracts. Besides, the average rate is
slightly lower because we chose not to take put and calls any longer as this previous strategy proved to be more volatile in terms
of mark to market of our position and prevented us, for such contracts, to apply hedge accounting. The unwinding of existing
foreign exchange contracts and their replacement with the new contracts resulted in a $467 loss
recorded in the REIT's results for the quarter ended June 30, 2016.
|
|
Three
months ended June 30
|
|
Six months
ended June 30
|
(in
thousands of CAD$ except for per Unit amounts)
|
|
2016
|
|
2015
|
|
2015
|
|
2014
|
|
|
|
|
|
|
|
|
|
Declared
distributions on Units
|
|
3,264
|
|
3,158
|
|
6,493
|
|
6,311
|
Declared
distributions on Exchangeable securities
|
|
541
|
|
438
|
|
934
|
|
867
|
Total
declared distributions
|
|
3,805
|
|
3,596
|
|
7,427
|
|
7,178
|
|
|
|
|
|
|
|
|
|
Distribution
per Unit (diluted)
|
|
$ 0.20625
|
|
$ 0.20625
|
|
$ 0.4125
|
|
$ 0.4125
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|
|
|
|
|
|
|
|
|
We currently pay monthly distributions to Unitholders of $0.06875 per Unit, or $0.825 per Unit on an annual basis.
ANALYSIS OF DISTRIBUTED CASH
|
|
Three
months ended June 30
|
|
Six months
ended June 30
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
|
|
|
|
|
|
|
|
Cash flows
from operating activities (A)
|
|
5,704
|
|
5,021
|
|
11,194
|
|
6,942
|
|
|
|
|
|
|
|
|
|
Earnings
before income taxes (B)
|
|
5,838
|
|
16,694
|
|
8,661
|
|
19,795
|
|
|
|
|
|
|
|
|
|
Declared
distribution on Units (C)
|
|
3,264
|
|
3,158
|
|
6,493
|
|
6,311
|
|
|
|
|
|
|
|
|
|
Excess
(shortfall) of cash flows from operating activities
over cash
distributions paid (A - C)
|
|
2,440
|
|
1,863
|
|
4,701
|
|
631
|
|
|
|
|
|
|
|
|
|
Excess
(shortfall) of profit or loss over cash distributions paid (B - C)
|
|
2,574
|
|
13,536
|
|
2,168
|
|
13,484
|
|
|
|
|
|
|
|
|
|
As shown in the table above, the cash flows related to operating activities as reported in the REIT's consolidated statement of
cash flows exceeded the cash distributions declared for the quarter ended June 30, 2016.
Also, as shown in the table above, the amount of distributions declared for the quarter was greater than the amount of earnings
reported during the period. Notwithstanding this situation, the REIT does not believe that any portion of these distributions
should be regarded as an economic return of capital. The REIT's profit or loss reflects a number of gains or losses that do not
affect cash as well as a number of expenses that are related to investing or financing activities rather than to operating
activities.
Every quarter, the REIT ensures that sufficient funds were being generated from rental operations to continue making
distributions at the planned rate. To perform this assessment, management uses the FFO and AFFO measures presented in the section
entitled Non-IFRS reconciliation (FFO and AFFO). These measures are used to determine the amount of funds generated by ongoing
rental operations that are available for distribution. These measures remove from consideration those gains and losses that are
recognized for accounting purposes but that do not impact cash flow. They also remove from consideration various revenues and
expenses that are recognized in profit or loss for accounting purposes but which do not arise from ongoing rental operations, for
example because they were incurred to acquire revenue generating assets.
As quantified in the FFO and AFFO calculations, the funds used to make the distributions during the current quarter were
generated through the REIT's ongoing rental operations.
The REIT expects to continue paying distributions based on the current plan.
RISK AND UNCERTAINTIES
We are exposed to various risks and uncertainties, many of which are beyond our control. Material risks and uncertainties that
could materially affect our operations and future performance are described in our prospectus dated March
28, 2013, in our short-form equity offering prospectus dated October 30, 2014 and July 18, 2016 and in our 2015 annual report which are available at www.sedar.com.
OUTLOOK
We believe that the current market environment is a favorable one for the REIT to prosper. In addition to actively managing our
properties, we are continuously assessing potential acquisitions in our target markets and will focus on the ones offering value
and stability. Our long-term credit worthy tenants, low cost of debt with proper maturity and the foreign exchange rate contracts
for our distributions until April 2019, not only provide investors with steady cash flows, but also
serve as a basis for future growth. In addition of the cash available, we can also sell some portion of assets that we own to get
access to additional cash and at the same time diversify our portfolio risk.
CRITICAL ACCOUNTING POLICIES
The preparation of the REIT's condensed interim consolidated financial statements in conformity with IFRS requires management to
make judgments and estimates affecting the reported amounts of revenues and investment properties owned directly and indirectly at
the reporting date. However, uncertainty about these estimates could result in outcomes requiring a material adjustment to the
carrying amount of the asset or liability affected in future periods.
We consider the following policies and estimates to be the most critical in understanding the assumptions and judgments that are
involved in preparing our financial statements and the uncertainties that could affect our financial results, financial condition
and cash flows: (i) recognition and valuation of investment properties; (ii) distinction between business combinations or asset
acquisitions and (iii) classification of and accounting for joint arrangements.
A more detailed description of significant accounting policies and critical accounting judgment and estimates that we apply
under IFRS is provided in notes 3 and 4 of the consolidated financial statements for the year ended December
31, 2015.
DISCLOSURE CONTROLS AND PROCEDURES AND INTERNAL CONTROLS OVER FINANCIAL REPORTING
The REIT's Chief Executive Officer (the "CEO"), and the Chief Financial Officer (the "CFO") of the REIT are responsible for
establishing and maintaining the REIT's disclosure controls and procedures ("DCP") including adherence to the Disclosure Policy
adopted by the Board of Trustees. The Disclosure Policy requires all staff and certain other personnel providing services to the
REIT to keep senior management fully apprised of all material information affecting the REIT so that they may evaluate and discuss
this information and determine the appropriateness and timing for public release.
The REIT's CEO and the CFO are also responsible for the design of internal controls over financial reporting ("ICFR"). Internal
control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the REIT, (2) provide reasonable
assurance that all transactions are recorded as necessary to permit the preparation of financial statements in accordance with
International Financial Reporting Standards, and that receipts and expenditures of the REIT are being made only in accordance with
authorizations of the management and Trustees of the REIT, and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the REIT's assets that could have a material effect on the REIT's
financial statements.
A control system, no matter how well conceived and operated, can provide only reasonable, and not absolute, assurance that the
objectives of the control system are met. As a result of the inherent limitations in all control systems, no evaluation of controls
can provide absolute assurance that all control issues, including instances of fraud, if any, have been detected. These inherent
limitations include, amongst other items: (i) that Management's assumptions and judgments could ultimately prove to be incorrect
under varying conditions and circumstances; or (ii) the impact of isolated errors. Additionally, controls may be circumvented by
the unauthorized acts of individuals, by collusion of two or more people, or by Management override. The design of any system of
controls is also based, in part, upon certain assumptions about the likelihood of future events, and there can be no assurance that
any design will succeed in achieving its stated goals.
Given the continued growth and diversification of the REIT's investments portfolio, principally through the acquisition of
interests in properties that are accounted for using the equity method, and given the addition or growth of several financial
statement lines, several internal controls were newly implemented or modified. These changes were aimed principally at mitigating
the risk of misstatement with respect to new investments accounted for using the equity method. In preparation for anticipated
additional acquisitions, some additional changes and improvements are being planned in the coming months.
SUBSEQUENT EVENTS
Equity offering
Subsequent to the quarter, on July 25, 2016, the REIT closed a $46.0 million equity offering (including the over-allotment, which was fully exercised) aimed at being used as an
available source of funding for potential future acquisitions of office properties located in France and Germany and for potential capital expenditures relating to the
re-positioning and/or re-development of currently owned properties. Until utilized for these purposes, the REIT intends to repay
existing outstanding indebtedness in the amount of approximately $24.7 million with respect to the
Baldi property, as well as for working capital and general trust purposes, including potential acquisitions.
SOURCE Inovalis Real Estate Investment Trust