Northern Property reports Q1 2010 financial results
CALGARY, May 11 /CNW/ - Northern Property REIT (NPR.UN - TSX) announced its financial results for the 3 months ended March 31, 2010.
HIGHLIGHTS:
- Apartment occupancy strong in the North and Newfoundland - Occupancy continues to improve in Alberta; BC solid - FFO of $0.50 per unit, down from $0.54 for same quarter of 2009 - Same door NOI declines 2.9% compared to same period of 2009 - Payout ratio remains positive at 73.4% of FFO FINANCIAL PERFORMANCE AT A GLANCE: ------------------------------------------------------------------------- Three Months Three Months Ended Ended In $000's except per unit amounts March 31 March 31 ------------------------------------------------------------------------- 2010 2009 Total revenue 33,963 34,039 Net operating income ("NOI") 20,831 21,304 Net earnings 3,388 7,101 Net earnings per unit, basic $0.135 $0.283 Distribution to unitholders 9,301 9,266 Distributions per unit $0.370 $0.370 Distributable Income ("DI") 12,515 13,321 DI per unit, basic $0.498 $0.532 Payout ratio 74.3% 69.6% Funds from operation ("FFO") 12,664 13,514 FFO per unit, basic $0.504 $0.539 FFO payout ratio 73.4% 68.6% ------------------------------------------------------------------------- -------------------------------------------------------------------------
"Northern Property is pleased that business conditions continued to improve during Q1. Four of our five regions are enjoying strong apartment rental performance. We are now beginning to see some steady improvement in northern Alberta as oil patch activity picks up," said Jim Britton, NPR's President and CEO.
Multi-family rental market conditions for NPR began to recover in the fourth quarter of 2009 and continued through the first quarter of 2010. NPR's overall apartment vacancy declined to 7.3% for the quarter, down from 8.7% for the final quarter of 2009. However, vacancy is still above the 6.1% experienced by the REIT in Q1 of 2009. Seniors' property leases remained in good standing and commercial property occupancy remained consistent with prior years.
The REIT continued to operate in a fiscally conservative fashion during Q1 2010, maintaining a pay-out ratio of 73.4% of funds from operations. This payout ratio was achieved notwithstanding Q1 being NPR's winter heating season. Moreover, higher than normal maintenance costs weighed down earnings as the REIT carried out deferred maintenance on buildings in Fort McMurray and Lloydminster.
Weighted average interest rates decreased slightly to 4.86%. Interest coverage was 2.82 times EBIDTA for the quarter.
NPR resumed its acquisition program in Q1, acquiring a total of 180 apartment units in Yellowknife and St. Paul in transactions which closed in April.
"Apartment acquisition activity is particularly difficult at the moment", Jim Britton said. "Vendors are unmotivated to sell and we are reluctant to conclude deals which are not accretive. Until the stalemate ends, we plan to focus on acquisitions when possible, some development possibilities on land we control in existing markets and on maximizing the performance of the portfolio we already possess".
"Financial results tend to lag behind operational performance," Mr. Britton went on to say. "We expect that the significant improvement in vacancy that we have been experiencing since September will become more evident in our financial results as the year goes on."
NPR expects to incur significant one-time costs during the remainder of the year associated with the requirement to implement international accounting standards and a re-organization in consequence of the SIFT legislation. Professional fees associated with International Fiancial Reporting Standards (IFRS) are expected to cost approximately $500,000. The re-organization forced by the Government of Canada's SIFT legislation in order to preserve the integrity of a REIT's status is expected to cost all REITs a considerable amount of money by the end of calendar 2010; in NPR's case this amount is expected to be approximately $2,000,000.
NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST Unaudited Consolidated Balance Sheets (Thousands of dollars) ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- ASSETS Rental properties and other capital assets (Note 4) 835,250 836,251 Capital improvements in progress 8,576 7,046 Capital assets under development 20,541 20,423 Prepaid expenses and other assets (Note 5) 10,176 5,088 Accounts receivable (Note 17) 4,443 4,158 Tenant security deposits 3,713 3,555 Deferred rent receivable 4,857 4,539 Loans receivable 2,385 2,456 Intangible assets (Note 6) 4,531 4,851 ------------------------------------------------------------------------- 894,472 888,367 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Mortgages payable (Note 7) 506,530 498,996 Operating facilities (Note 8) 36,498 33,698 Bank indebtedness 718 1,820 Accounts payable and accrued liabilities (Note 17) 16,677 15,555 Distributions payable 3,102 3,096 Future income tax liability (Note 11) 44,975 43,751 Intangible liabilities (Note 6) 74 94 Non-controlling interest 471 464 ------------------------------------------------------------------------- 609,045 597,474 ------------------------------------------------------------------------- UNITHOLDERS' EQUITY 285,427 290,893 ------------------------------------------------------------------------- 894,472 888,367 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. Guarantees, commitments and contingencies (Note 14) APPROVED BY THE BOARD Trustee Trustee NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST Unaudited Consolidated Statements of Earnings and Comprehensive Earnings Three Months Ended March 31 (Thousands of dollars, except per unit amounts) ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- REVENUE Rental revenue 33,021 32,992 Other property income 942 1,047 ------------------------------------------------------------------------- 33,963 34,039 Operating expenses (13,132) (12,735) ------------------------------------------------------------------------- 20,831 21,304 ------------------------------------------------------------------------- OTHER EXPENSES Interest on mortgages (6,586) (6,556) Amortization (7,738) (7,114) ------------------------------------------------------------------------- (14,324) (13,670) ------------------------------------------------------------------------- EARNINGS BEFORE THE UNDERNOTED 6,507 7,634 ------------------------------------------------------------------------- Trust administration (1,616) (1,395) Interest on operating facilities (235) (149) Interest and other income 68 109 Non-controlling interest (26) (9) ------------------------------------------------------------------------- (1,809) (1,444) ------------------------------------------------------------------------- EARNINGS BEFORE INCOME TAXES 4,698 6,190 ------------------------------------------------------------------------- INCOME TAXES (Note 11) Current (86) (104) Future (expense) recovery (1,224) 1,015 ------------------------------------------------------------------------- (1,310) 911 ------------------------------------------------------------------------- NET EARNINGS 3,388 7,101 Other comprehensive loss - (143) ------------------------------------------------------------------------- COMPREHENSIVE EARNINGS 3,388 6,958 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net earnings per unit (Note 13) Basic $0.135 $0.283 Diluted $0.134 $0.283 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST Unaudited Consolidated Statements of Unitholders' Equity Three Months Ended March 31 (Thousands of dollars) ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- TRUST UNITS (Note 12) Balance, January 1 368,690 367,446 Issuance of units 333 65 Exercise of unit options 24 - Issue costs - (2) Long term incentive plan units issued 667 666 ------------------------------------------------------------------------- Balance, March 31 369,714 368,175 ------------------------------------------------------------------------- CONTRIBUTED SURPLUS Balance, January 1 2,109 1,676 Unit-based compensation 114 164 Exercise of unit options (24) - Long term incentive plan units issued (667) (666) ------------------------------------------------------------------------- Balance, March 31 1,532 1,174 ------------------------------------------------------------------------- CUMULATIVE DEFICIT CUMULATIVE NET EARNINGS Balance, January 1 107,385 86,056 Net earnings 3,388 7,101 ------------------------------------------------------------------------- Balance, March 31 110,773 93,157 ------------------------------------------------------------------------- CUMULATIVE DISTRIBUTIONS TO UNITHOLDERS Balance, January 1 (187,291) (150,191) Distributions declared to unitholders (9,301) (9,266) ------------------------------------------------------------------------- Balance, March 31 (196,592) (159,457) ------------------------------------------------------------------------- CUMULATIVE DEFICIT, March 31 (85,819) (66,300) ------------------------------------------------------------------------- ACCUMULATED OTHER COMPREHENSIVE EARNINGS (LOSS) Balance, January 1 - 123 Other comprehensive loss - (143) ------------------------------------------------------------------------- Balance, March 31 - (20) ------------------------------------------------------------------------- TOTAL UNITHOLDERS' EQUITY 285,427 303,029 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. NORTHERN PROPERTY REAL ESTATE INVESTMENT TRUST Unaudited Consolidated Statements of Cash Flows Three Months Ended March 31 (Thousands of dollars) ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- CASH FLOWS RELATED TO THE FOLLOWING ACTIVITIES: OPERATING Net earnings 3,388 7,101 Adjustments for: Deferred rental revenue (318) (304) Amortization 7,738 7,114 Amortization of fair value of debt 183 160 Amortization of above and below market leases (14) (49) Amortization of deferred financing fees 202 179 Non-controlling interest 26 9 Unit-based compensation 314 314 Future income tax expense (recovery) 1,224 (1,015) ------------------------------------------------------------------------- ------------------------------------------------------------------------- 12,743 13,509 Changes in non-cash working capital (5,555) 603 ------------------------------------------------------------------------- 7,188 14,112 ------------------------------------------------------------------------- ------------------------------------------------------------------------- FINANCING Proceeds from mortgages 19,527 8,001 Repayment of mortgages (11,824) (8,179) Proceeds from operating facilities, net 2,800 8,100 Payments to non-controlling interest (19) (20) Units issued under Option Plan 333 - Unit issue costs - (2) Distributions paid to unitholders (9,294) (9,266) ------------------------------------------------------------------------- 1,523 (1,366) ------------------------------------------------------------------------- ------------------------------------------------------------------------- INVESTING Acquisition of rental properties and other assets (1,367) (6,338) Capital assets under development (99) (6,073) Building capital maintenance (4,266) (1,389) Capital improvements (1,877) (2,003) ------------------------------------------------------------------------- (7,609) (15,803) ------------------------------------------------------------------------- ------------------------------------------------------------------------- NET (DECREASE) INCREASE IN CASH 1,102 (3,057) CASH (BANK INDEBTEDNESS), BEGINNING OF PERIOD (1,820) 731 ------------------------------------------------------------------------- BANK INDEBTEDNESS END OF PERIOD (718) (2,326) ------------------------------------------------------------------------- ------------------------------------------------------------------------- SUPPLEMENTARY INFORMATION Interest paid 6,385 6,357 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Interest received 40 88 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Income taxes paid 98 146 ------------------------------------------------------------------------- ------------------------------------------------------------------------- See accompanying notes to the consolidated financial statements. 1. DESCRIPTION OF THE TRUST Northern Property Real Estate Investment Trust ("NPR" or the "REIT") is an unincorporated open-ended real estate investment trust that invests in and owns a portfolio of residential and commercial income producing properties. 2. SIGNIFICANT ACCOUNTING POLICIES Basis of presentation These unaudited interim consolidated financial statements of NPR have been prepared in accordance with the recommendations of the Handbook of the Canadian Institute of Chartered Accountants ("CICA") that are consistent with those used in the audited consolidated financial statements as at and for the year ended December 31, 2009, except as disclosed in Note 3. These unaudited interim consolidated financial statements do not include all of the disclosures required by Canadian generally accepted accounting principles ("Canadian GAAP") applicable to annual financial statements; therefore, they should be read in conjunction with the December 31, 2009 audited consolidated financial statements. The consolidated financial statements include the accounts of NPR and its wholly-owned subsidiaries, together with the proportionate share of the assets, liabilities, revenues and expenses of joint ventures. The preparation of financial statements in accordance with Canadian GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and to make disclosure of contingent assets and liabilities at the date of the financial statements, and to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reported period. Actual results may differ from those estimates. 3. RECENT ACCOUNTING PRONOUNCEMENTS Recent Accounting Pronouncements On January 5, 2009, the AcSB released Handbook Section 1582 Business Combinations, Section 1601, Consolidated Financial Statements and Section 1602 Non-Controlling Interest which supersedes Section 1581, Business Combinations and Section 1600, Consolidated Financial Statements. The released sections apply to interim and annual consolidated financial statements relating to fiscal years beginning on or after January 1, 2011, and prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after January 1, 2011. The Sections are consistent with International Financial Reporting Standards ("IFRS"). Early application and adoption are permitted. On February 13, 2008 the Accounting Standards Board ("AcSB") confirmed that the transition date to IFRS from Canadian GAAP would be January 1, 2011 for all publicly accountable enterprises. In April 2008, the AcSB issued an exposure draft proposing to incorporate IFRS into the CICA Handbook as a replacement for current Canadian GAAP for most publicly accountable enterprises including NPR. NPR will adopt IFRS as the basis for preparing its consolidated financial statements and will provide comparative financial information for the previous fiscal year using IFRS beginning with the quarter ending March 31, 2011. 4. RENTAL PROPERTIES AND OTHER CAPITAL ASSETS ------------------------------------------------------------------------- March 31, 2010 December 31, 2009 Accumulated Net Accumulated Net Amortiz- Book Amortiz- Book Cost ation Value Cost ation Value ------------------------------------------------------------------------- Land 90,906 - 90,906 90,906 - 90,906 Buildings 816,265 104,524 711,741 815,985 98,983 717,002 Furniture, fixtures and equipment 11,059 5,253 5,806 10,326 4,956 5,370 Vehicles 1,350 724 626 1,307 674 633 Capital and leasehold improvements 41,856 15,685 26,171 36,491 14,151 22,340 ------------------------------------------------------------------------- 961,436 126,186 835,250 955,015 118,764 836,251 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NPR acquired a site for future development in the three months ended March 31, 2010 for a total purchase price of $217,000 (2009 - $7.4 million). Acquisitions and development projects were financed as follows: ------------------------------------------------------------------------- Three Months Three Months Ended Ended March 31 March 31 ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- Cash paid 217 5,550 Mortgages payable - 1,788 Class B LP Units issued - 65 ------------------------------------------------------------------------- Total 217 7,403 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Residential rental units - 40 Seniors' units - 52 ------------------------------------------------------------------------- Units acquired - 92 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 5. PREPAID EXPENSES AND OTHER ASSETS ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- Refundable deposits 5,165 - Prepaid expenses 2,499 2,543 Prepaid equity leases 1,974 1,997 Other 538 548 ------------------------------------------------------------------------- 10,176 5,088 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 6. INTANGIBLE ASSETS AND LIABILITIES ------------------------------------------------------------------------- March 31, 2010 December 31, 2009 Accumulated Net Accumulated Net Amortiz- Book Amortiz- Book Cost ation Value Cost ation Value ------------------------------------------------------------------------- Above-market leases 173 144 29 173 139 34 In-place leases 6,474 2,719 3,755 6,474 2,466 4,008 Lease origination costs 1,643 896 747 1,643 834 809 ------------------------------------------------------------------------- 8,290 3,759 4,531 8,290 3,439 4,851 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Below-market leases 1,220 1,146 74 1,220 1,126 94 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Intangible assets are comprised of the value of above-market leases, in-place leases and lease origination costs for rental property acquisitions completed. Intangible liabilities are comprised of the value of below-market leases for rental property acquisitions completed. 7. MORTGAGES PAYABLE ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- Mortgages payable 526,616 518,912 Fair value adjustment (8,035) (8,217) Deferred financing costs (12,051) (11,699) ------------------------------------------------------------------------- 506,530 498,996 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Mortgages payable bear interest at rates ranging from 2.34% to 12.13% and have a weighted average rate of 4.86% as at March 31, 2010 (December 31, 2009 - 4.87%). Mortgages are payable in monthly installments of blended principal and interest of approximately $3.5 million. The mortgages mature between 2010 and 2025 and are secured by charges against specific properties. Land and buildings with a carrying value of $703.9 million have been pledged to secure mortgages payable of NPR. The fair value of mortgages payable at March 31, 2010 is approximately $544.3 million (December 31, 2009 - $535.0 million). Minimum required future principal repayments, including maturities, are as follows: ------------------------------------------------------------------------- ------------------------------------------------------------------------- 2010 34,804 2011 45,343 2012 50,765 2013 91,572 2014 78,693 Subsequent 225,439 ------------------------------------------------------------------------- 526,616 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 8. OPERATING FACILITIES NPR has two revolving credit facilities totaling $57.5 million (December 31, 2009 - $57.5 million) for acquisition and operating purposes. The $50.0 million facility bears interest at prime plus 1.50% or bankers' acceptance plus 3.00% with a maturity date of May 21, 2010. NPR has extended the maturity date of this facility to July 31, 2010 to allow for the lenders to complete underwriting due diligence on the rental properties securing the facility. The $7.5 million facility bears interest at prime plus 1.50% or bankers' acceptance plus 3.00% with a maturity date of July 31, 2010. Specific properties with a carrying value of $92.1 million have been pledged as collateral security for the operating facilities. At March 31, 2010 NPR had utilized $36.5 million (December 31, 2009 - $33.7 million) of the operating facilities. 9. LONG-TERM INCENTIVE PLAN AND UNIT OPTION PLAN NPR has a Long-Term Incentive Plan ("LTIP") for the executives of NPR, based on the results of each fiscal year. Units granted and issued under the LTIP are as follows: ------------------------------------------------------------------------- Number of Units ------------------------------------------------------------------------- Balance - December 31, 2009 48,473 Units vested and issued - January, 2010 (31,650) Units vested and issued - February, 2010 (662) ------------------------------------------------------------------------- Balance - March 31, 2010 16,161 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The total amount of LTIP awards are determined at the end of each fiscal year by the Board of Trustees based on an assessment of the performance of NPR and the individual performance of the executives. The number of units issued is based on the trading price on December 31 of each year. Pursuant to the policy, rights to units generally vest in 1/3 tranches: immediately upon award, then 12 and 24 months following. As at March 31, 2010, a total of 224,448 LTIP units had vested and been issued (December 31, 2009 - 192,136). NPR has a Unit Option Plan (the "Option Plan"), which is subject to the rules of the Toronto Stock Exchange ("TSX"). In accordance with the Option Plan, NPR may grant options to acquire units up to a total of 1,830,429 units. All options to acquire units expire after 5 years and vest as determined by the Governance and Compensation Committee of NPR. The exercise price is determined using the weighted average trading price of the units on the five days prior to the options being granted. The following table summarized the outstanding unit options as at March 31, 2010: ------------------------------------------------------------------------- Weighted- Number Average Weighted- Number Weighted- Outstanding Remaining Average Exercisable Average Exercise at March 31, Contractual Exercise at March 31, Exercise Price 2010 Life In Years Price 2010 Price ------------------------------------------------------------------------- $23.12 726,000 3.1 $23.12 480,999 $23.12 $15.05 116,664 4.0 $15.05 64,167 $15.05 ------------------------------------------------------------------------- 842,664 3.5 $22.00 545,166 $22.17 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Compensation expense for the three months ended March 31, 2010 relating to options granted was $114,000 (2009 - $164,000). During the first quarter of 2010, 9,000 options with an exercise price of $23.12 and 8,333 options with an exercise price of $15.05 were exercised. 10. EMPLOYEE UNIT PURCHASE PLAN Under the terms of the Employee Unit Purchase Plan (the "EUPP"), employees may invest a maximum of 5% of their salary in NPR trust units and NPR contributes one unit for every three units acquired by an employee. The units are purchased on the TSX at market prices. During the three months ended March 31, 2010, employees invested a total of $30,420 (2009 - $25,400) and NPR contributed $10,140 (2009 - $8,500). During the three months ended March 31, 2010, 1,590 units (2009 - 1,800 units) were purchased at an average cost of $22.39 per unit (2009 - $16.32 per unit). 11. INCOME TAXES NPR has certain corporate subsidiaries which are subject to income tax on their respective taxable income at the applicable legislated tax rates. On October 31, 2006, a "Distribution Tax" on publicly traded investment trusts and publicly listed partnerships was announced by the federal Minister of Finance. The announcement created a new tax regime for Specified Investment Flow Throughs ("SIFTs"), which include certain publicly listed income trusts and publicly listed partnerships. These entities will be taxed in effect as corporations (at a rate comparable to the general combined federal/provincial corporate income tax rate). Certain real estate investment trusts are excluded from the SIFT definition and therefore are not subject to the new regime. The legislation provides for a transition period for publicly traded entities that existed prior to November 1, 2006 and is not expected to apply to NPR until 2011, The new tax regime, does not apply to entities that qualify for the REIT Exemption. Where an entity does not qualify for the REIT Exemption certain distributions will not be deductible in computing income for tax purposes and will be subject to tax on such distributions at a rate comparable to the general corporate income tax rate. At March 31, 2010, NPR does not appear to qualify for the REIT exemption. GAAP requires NPR to recognize future income tax assets and liabilities based on estimated temporary differences expected as at January 1, 2011. Under the current legislation, NPR does not appear to qualify for the REIT Exemption. The future income tax provision arises from temporary differences between the estimated accounting and tax values of NPR's assets and liabilities at January 1, 2011 and has been calculated using the expected tax rates of 19.63% to 28.40% (December 31, 2009 - 19.63% to 28.40%). The future tax liabilities arise from the temporary differences summarized below: ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- Future tax liabilities arising from temporary differences between accounting and tax basis of: Rental property assets in corporate subsidiaries 9,278 9,304 Rental properties 30,105 28,868 Deferred financing costs 1,700 1,574 Other assets 3,892 4,005 ------------------------------------------------------------------------- 44,975 43,751 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The provision for income taxes differs from the results which would be obtained by applying the combined federal and provincial income tax rate to net income before taxes. The provision for income taxes is comprised of the following: ------------------------------------------------------------------------- Three Months Three Months Ended Ended March 31 March 31 ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- Current 86 104 Future expense (recovery) 1,224 (1,015) ------------------------------------------------------------------------- 1,310 (911) ------------------------------------------------------------------------- ------------------------------------------------------------------------- 12. UNITHOLDERS' CAPITAL Trust units The total authorized number of trust units is unlimited. The total number of trust units of the REIT outstanding as at March 31, 2010 is 23,129,619 (December 31, 2009 - 23,020,538) representing a net book value of $345.6 million (December 31, 2009 - $343.3 million), net of issue costs. Class B Exchangeable Limited Partnership Units and Special Voting Units The Class B Units can be exchanged for trust units at any time at the option of the holder of the Class B units. Each Class B unit has a "Special Voting Unit" attached to it, which entitles the holder to one vote, either in person or by proxy at the meeting of unitholders of the trust as if he or she was a unitholder of the trust. Total number of Class B LP Units and special voting units of Northern Property Limited Partnership, a controlled limited partnership, outstanding as at March 31, 2010, is 2,025,654 (December 31, 2009 - 2,085,090) representing a net book value of $24.1 million (December 31, 2009 - $25.4 million). Distributions to Unitholders Pursuant to the Trust Declaration, holders of Trust units and Class B units are entitled to receive distributions made on each distribution date as approved by the Trustees. Distributions for the year are required to be at least equal to the net income as determined in accordance with the Income Tax Act. The total number of NPR Trust units and Class B units issued, as the result of an exchange of Class B limited partnership units of Northern Property Limited Partnership (the "Class B LP Units"), outstanding and eligible for distributions at March 31, 2010 is 25,155,273 (December 31, 2009 - 25,105,628), representing net proceeds of $369.7 million, net of issue costs of $19.6 million (December 31, 2009 - $368.7 million, net of issue costs of $19.6 million). The number of units issued and outstanding is as follows: ------------------------------------------------------------------------- Date Trust Issue Class B Units Price LP Units ------------------------------------------------------------------------- December 31, 2009 23,020,538 - 2,085,090 ------------------------------------------------------------------------- January 4, 2010 LTIP units issued 12,941 $18.88 - January 6, 2010 LTIP units issued 18,709 $21.90 - February 8, 2010 LTIP units issued 662 $19.16 - March 31, 2010 Options exercised 9,000 $23.12 - March 31, 2010 Options exercised 8,333 $15.05 - Class B LP units exchanged 59,436 - (59,436) ------------------------------------------------------------------------- March 31, 2010 23,129,619 - 2,025,654 ------------------------------------------------------------------------- ------------------------------------------------------------------------- ------------------------------------------------------------------------- Date Issue Total $(000's) Price ------------------------------------------------------------------------- December 31, 2009 25,105,628 368,690 ------------------------------------------------------------------------- January 4, 2010 LTIP units issued - 12,941 244 January 6, 2010 LTIP units issued - 18,709 410 February 8, 2010 LTIP units issued - 662 13 March 31, 2010 Options exercised - 9,000 222 March 31, 2010 Options exercised - 8,333 135 Class B LP units exchanged - - - ------------------------------------------------------------------------- March 31, 2010 - 25,155,273 369,714 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 13. NET EARNINGS PER UNIT ------------------------------------------------------------------------- Three Months Three Month Ended Ended March 31 March 31 ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- Net earnings 3,388 7,101 ------------------------------------------------------------------------- Weighted average units for basic net earnings per unit 25,136,575 25,063,002 Dilutive effect of units to be issued under the LTIP 17,911 30,703 Dilutive effect of Option Plan 47,439 41,855 ------------------------------------------------------------------------- Weighted average units for diluted net earnings per unit 25,201,925 25,135,560 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net earnings per unit: Basic $0.135 $0.283 Diluted $0.134 $0.283 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 14. GUARANTEES, COMMITMENTS AND CONTINGENCIES In the ordinary course of business, NPR may provide indemnification commitments to counterparties in transactions such as credit facilities, leasing transactions, service arrangements, director and officer indemnification agreements and sales of assets. These indemnification agreements may require NPR to compensate the counterparties for costs incurred as a result of changes in laws and regulations (including tax legislation) or as a result of litigation claims or statutory sanctions that may be suffered by counterparties as a consequence of the transaction. The terms of these indemnification agreements may vary based on the contract and do not provide any limit on the maximum potential liability. To date, NPR has not made any significant payments under such indemnifications and no amount has been accrued in the financial statements with respect to these indemnification commitments. In the normal course of operations, NPR becomes subject to various legal and other claims. Management and its legal counsel evaluate these claims and, where required, accrue the best estimate of costs relating to these claims. Management believes the outcome of claims of this nature at March 31, 2010 will not have a material impact on NPR. During the normal course of operations, NPR provided guarantees for mortgages payable relating to investments in corporations and joint ventures where NPR owns less than 100%. The mortgages payable are secured by specific charges against the properties owned by the corporations and joint ventures. In the event of a default of the corporation or joint venture, NPR may be liable for 100% of the outstanding balances of these mortgages payable. At March 31, 2010, NPR has provided guarantees totaling $6.0 million (December 31, 2009 - $6.1 million). The mortgages bear interest at rates ranging from 3.06% to 6.10% and mature July 2010 to December 2013 (December 2009 - 3.06% to 6.10% and mature July 2010 to December 2013). As at March 31, 2010, land and buildings with a carrying value of $6.2 million have been pledged to secure these mortgages payable (December 2009 - $6.3 million). NPR has included its proportionate share of its joint ventures' mortgages payable totaling $4.7 million at March 31, 2010 (December 31, 2009 - $4.9 million) in these consolidated financial statements. In connection with the acquisition of certain seniors' properties in Newfoundland, the tenants have agreed to expand certain properties purchased by NPR. NPR has entered into agreements to purchase these expansions once completed. In total, NPR has commitments totalling $2.0 million. 15. SEGMENTED INFORMATION The primary business segments used by management are geographic segments (i.e. provinces and territories). NPR operates in 5 geographic segments, British Columbia, Alberta, the Northwest Territories, Nunavut and Newfoundland. Within its geographic business segments, NPR has two business operating segments: residential and commercial income producing properties. The REIT's residential properties are comprised of three components: apartments, townhomes and single family rental units; execusuite apartment rental units, where the rental periods range from a few days to several months; and seniors' properties where the properties are leased on a long term basis to qualified operators who provide services to individual residents. The commercial business segment is comprised of office, industrial and retail properties in areas where NPR has residential operations. All items, except gain on sale of rental properties and gain on settlement of debt which are related only to the REIT and are included in the Consolidated Statement of Earnings, are not allocated to the defined segments. As such, NPR has not provided a reconciliation of Earnings before Other Items to Net Earnings. In 2009, gain on sale of rental properties was earned in the residential rental and commercial business segments in Nunavut and the Northwest Territories, respectively. Gain on settlement of debt was earned in the residential business segments in all geographic segments. Segmented information for NPR is provided below: Total Assets ------------------------------------------------------------------------- March 31, 2010 BC Alberta NWT Nunavut Nfld Total ------------------------------------------------------------------------- Residential Multi-family 93,264 180,679 86,781 112,109 58,629 531,462 Execusuites - - 10,370 9,387 9,612 29,369 Seniors' 16,177 120,988 - - 49,389 186,554 ------------------------------------------------------------------------- 109,441 301,667 97,151 121,496 117,630 747,385 Commercial 21,060 9,057 91,919 19,401 1,182 142,619 Trust - 4,468 - - - 4,468 ------------------------------------------------------------------------- TOTAL ASSETS 130,501 315,192 189,070 140,897 118,812 894,472 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Total Assets ------------------------------------------------------------------------- December 31, 2009 BC Alberta NWT Nunavut Nfld Total ------------------------------------------------------------------------- Residential Multi-family 92,488 176,982 85,046 113,105 58,392 526,013 Execusuites - - 10,470 9,537 9,428 29,435 Seniors' 16,230 121,691 - - 49,610 187,531 ------------------------------------------------------------------------- 108,718 298,673 95,516 122,642 117,430 742,979 Commercial 21,289 9,083 90,388 19,660 1,192 141,612 Trust - 3,776 - - - 3,776 ------------------------------------------------------------------------- TOTAL ASSETS 130,007 311,532 185,904 142,302 118,622 888,367 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Geographic Segments ------------------------------------------------------------------------- Three months ended March 31, 2010 BC Alberta NWT Nunavut Nfld Total ------------------------------------------------------------------------- Rental revenue 4,210 8,156 9,626 6,314 4,715 33,021 Other income 117 182 377 122 144 942 Operating expense (1,859) (2,968) (4,566) (1,999) (1,740) (13,132) ------------------------------------------------------------------------- 2,468 5,370 5,437 4,437 3,119 20,831 Interest on mortgages (803) (2,688) (1,421) (960) (714) (6,586) Amortization (1,142) (2,028) (2,099) (1,511) (958) (7,738) ------------------------------------------------------------------------- EARNINGS BEFORE OTHER ITEMS 523 654 1,917 1,966 1,447 6,507 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Geographic Segments ------------------------------------------------------------------------- Three months ended March 31, 2009 BC Alberta NWT Nunavut Nfld Total ------------------------------------------------------------------------- Rental revenue 4,052 9,085 9,018 6,648 4,189 32,992 Other income 115 255 328 228 121 1,047 Operating expense (1,602) (2,467) (4,524) (2,447) (1,695) (12,735) ------------------------------------------------------------------------- 2,565 6,873 4,822 4,429 2,615 21,304 Interest on mortgages (728) (2,686) (1,359) (1,017) (766) (6,556) Amortization (965) (1,906) (1,947) (1,438) (858) (7,114) ------------------------------------------------------------------------- EARNINGS BEFORE OTHER ITEMS 872 2,281 1,516 1,974 991 7,634 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Business Segments ------------------------------------------------------------------------- Total Three months ended Multi- Execu- Residen- Commer- March 31, 2010 family suites Seniors' tial cial Total ------------------------------------------------------------------------- Rental revenue 20,507 1,964 4,439 26,910 6,111 33,021 Other income 718 31 - 749 193 942 Operating expenses (9,595) (1,126) (6) (10,727) (2,405) (13,132) ------------------------------------------------------------------------- 11,630 869 4,433 16,932 3,899 20,831 Interest on mortgages (4,138) (285) (1,514) (5,937) (649) (6,586) Amortization (4,923) (352) (1,140) (6,415) (1,323) (7,738) ------------------------------------------------------------------------- EARNINGS BEFORE OTHER ITEMS 2,569 232 1,779 4,580 1,927 6,507 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Business Segments ------------------------------------------------------------------------- Total Three months ended Multi- Execu- Residen- Commer- March 31, 2009 family suites Seniors' tial cial Total ------------------------------------------------------------------------- Rental Revenue 21,253 1,788 4,292 27,333 5,659 32,992 Other Income 864 113 - 977 70 1,047 Operating Expenses (9,233) (1,089) (6) (10,328) (2,407) (12,735) ------------------------------------------------------------------------- 12,884 812 4,286 17,982 3,322 21,304 Interest on Mortgages (4,044) (265) (1,560) (5,869) (687) (6,556) Amortization (4,453) (287) (1,096) (5,836) (1,278) (7,114) ------------------------------------------------------------------------- EARNINGS BEFORE OTHER ITEMS 4,387 260 1,630 6,277 1,357 7,634 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 16. RELATED PARTY TRANSACTIONS Related party transactions are conducted in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed upon by the related parties. A Trustee of NPR is the Chairman of AgeCare Investment Ltd. ("AgeCare"), which leases six seniors' properties. For the three months ended March 31, 2010, NPR earned rental income, including rental revenue earned on a straight-line basis over the term of the lease, totaling $3.2 million (2009 - $3.2 million) from AgeCare. Amounts outstanding in accounts receivable pertaining to this lease were $nil at March 31, 2010 (December 31, 2009 - $nil). In addition, AgeCare is paid an annual fee for advisory services provided to NPR respecting prospective acquisitions of seniors' properties. For the three months ended March 31, 2010, NPR paid $30,000 for these services (2009 - $30,000). During the first quarter of 2009, NPR completed renovations totaling $2.15 million to a seniors' facility in BC which is leased to AgeCare. At December 31, 2009, in accordance with the lease agreement, AgeCare is repaying this amount over 15 years. Interest revenue of $30,000 was earned for the three months ended March 31, 2010 (2009 - $15,000) relating to this receivable. Amounts outstanding at March 31, 2010 was $2.0 million (December 31, 2009 - $2.1 million). A company owned by a Trustee of NPR leases commercial space from NPR under normal commercial terms. NPR earned rental revenue from that arrangement of $125,000 for the three months ended March 31, 2010 (2009 - $113,500). Amounts outstanding in accounts receivable pertaining to this lease were $nil at March 31, 2010 (December 31, 2009 - $nil). 17. FINANCIAL INSTRUMENTS NPR's accounts and loans receivable and other financial liabilities are substantially carried at amortized cost, which approximates fair value. Such fair value estimates are not necessarily indicative of the amounts the Trust might pay or receive in actual market transactions. The fair value hierarchy of financial instruments measured at fair value on the balance sheet is as follows: ------------------------------------------------------------------------- March 31, 2010 December 31, 2009 Level 1 Level 2 Level 3 Level 1 Level 2 Level 3 ------------------------------------------------------------------------- Financial assets and liabilities: Bank indebtedness 718 - - 1,820 - - ------------------------------------------------------------------------- ------------------------------------------------------------------------- The three levels of the fair value hierarchy are described as follows: Level 1: Values based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Values based on quoted prices in markets that are not active or model inputs that are observable either directly or indirectly for substantially the full term of the asset or liability. Level 3: Values based on prices or valuation techniques that require inputs that are both unobservable and significant to the overall fair value measurement. NPR had no embedded derivatives requiring separate recognition. Utility cost risk NPR is exposed to utility cost risk, which results from the fluctuation in utility prices for fuel oil, natural gas and electricity, the primary utilities used to heat NPR's properties. The exposure to utility cost risk is restricted primarily to the REIT's residential rental and execusuites portfolio. The leases in the remainder of the portfolio generally provide for recovery of operating costs, including utilities. Because of the northern location of a portion of NPR's portfolio, the exposure to utility price fluctuations is more pronounced in the first and last fiscal quarter of the year. NPR manages its exposure to utility risk through a number of preventative measures, including retrofitting properties with energy efficient appliances, fixtures and windows. With the exception of a fixed price utility contract in place for certain residential rental units in Alberta, NPR does not utilize hedges or forward contracts to manage exposure to utility cost risk. Heating oil is the primary source of fuel for heating properties located in Nunavut and the Northwest Territories. Over the last two years, NPR converted heating systems for certain properties in Yellowknife from fuel oil based boilers to wood pellet boilers. The investment in these environmentally friendly boilers continues to reduce NPR's exposure to volatile heating oil prices. Exposure to increases in the cost of heating oil is partially offset by the ability to recover these increases from a significant proportion of its commercial and some residential tenants. Natural gas is the significant source of fuel for heating properties located in Alberta, BC and Inuvik, NWT. NPR has fixed price contracts for certain of its properties which accounts for approximately 18% of the REIT's usage in Alberta. During 2009, NPR received approximately $40,000 in rebates under the Natural Gas Rebate Program which provided for rebates to consumers when natural gas prices exceeded $5.50 per gigajoule from October to March. The government of Alberta did not renew the Natural Gas Rebate Program for the 2009-2010 heating season. Natural gas prices in Inuvik and BC are not subject to regulated price control and the REIT does not use financial instruments to manage the exposure to the price risk. Management prepared a sensitivity analysis on the impact of price changes in the cost of heating oil and natural gas. A 10% change in the average price of heating oil and natural gas would impact NPR's net earnings by $154,000 for the three months ended March 31, 2010. Electricity is the primary source of fuel for heating properties located in Newfoundland as well as parts of north eastern BC. In Newfoundland, electricity is purchased from the provincially regulated utility and is directly paid by the tenants for a significant portion of the REIT's multi-family rental units. As there is not a significant direct risk to NPR regarding the price of electricity, a sensitivity analysis has not been prepared. Liquidity risk Ultimate responsibility for monitoring liquidity risk management lies with management and the Board of Trustees of the REIT. The REIT moderates liquidity risk by managing mortgage and loan maturities to ensure a relatively even amount of mortgage maturities in each year. At March 31, 2010 the REIT has operating facilities totaling $57.5 million (December 31, 2009 - $57.5 million). At March 31, 2010, $36.5 million of the operating facilities were utilized (December 31, 2009 - $33.7 million). Cash flow projections are completed on a regular basis to ensure there will be adequate liquidity to maintain operating and investment activities in addition to making monthly distributions to unitholders. The Board of Trustees reviews current financial results and the annual business plan in determining appropriate distribution levels. Credit risk NPR's credit risk primarily arises from the possibility that tenants may not be able to fulfill their lease commitments. Tenant receivables are comprised of a large number of tenants spread across the geographic areas in which the REIT operates. There are no significant exposures to single tenants with the exception of AgeCare (See note 16), which leases seniors' properties in Alberta and BC and the Governments of Canada, the Northwest Territories and Nunavut, which lease a large number of residential units and commercial property in the Northwest Territories and Nunavut. NPR mitigates this risk through conducting thorough credit checks on prospective tenants, requiring rental payments on the first of the month, obtaining security deposits approximating one month's rent from tenants where legislation permits, and geographic diversification in its portfolio. Tenants are required to pay rent on the first of each month, with the exception of certain government leases where rent is due at the end of the month and certain commercial tenants where operating cost recoveries are billed in arrears. As such, the majority of tenant receivables are past due at the balance sheet date. The following is an aging of current tenant and other receivables: ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- 0-30 days 1,361 1,405 31-60 days 295 221 61-90 days 462 58 Over 90 days 403 730 ------------------------------------------------------------------------- Tenant receivables 2,521 2,414 Other receivables 2,272 2,094 Allowance for doubtful accounts (350) (350) ------------------------------------------------------------------------- 4,443 4,158 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NPR classifies tenants as past tenants on the date of their move out from a residential unit. NPR records a specific allowance for doubtful accounts on all balances owed by past tenants. Any subsequent recovery of balances owed from past tenants is recorded as a reduction in the bad debt provision for the period. In addition, NPR records an allowance for doubtful accounts from current tenants and other receivables where the expected amount to be collected is less than the actual accounts receivable. The amounts disclosed on the balance sheet are net of allowances for uncollectible accounts from current and past tenants and other receivables, estimated by Management based on prior experience and current economic conditions. The reconciliation of changes in allowance for doubtful accounts is as follows: ------------------------------------------------------------------------- Three Months Three Months Ended Ended March 31 March 31 ------------------------------------------------------------------------- 2010 2009 ------------------------------------------------------------------------- Balance, beginning of period 350 350 Accounts receivable written off (12) (44) Accounts recovered 171 84 Decrease in allowance (159) (40) ------------------------------------------------------------------------- Balance, December 31 350 350 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The following is an aging of accounts payable and accrued liabilities: ------------------------------------------------------------------------- March 31, December 31, 2010 2009 ------------------------------------------------------------------------- 0-6 months 11,731 10,629 6 months to 1 year 1,124 1,193 Over 1 year 176 212 ------------------------------------------------------------------------- 13,031 12,034 Tenant security deposits 3,646 3,521 ------------------------------------------------------------------------- 16,677 15,555 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Management believes that future cash flows from operations and availability under the current operating facilities provide sufficient available funds through the foreseeable future to support these financial liabilities. Interest rate risk NPR is exposed to interest rate risk on mortgages payable and does not hold any financial instruments to mitigate that risk. NPR utilizes both fixed and floating rate debt. Interest rate risk related to floating interest rates is limited primarily to the utilization of operating facilities. Management mitigates interest rate risk by utilizing fixed rate mortgages, ensuring access to a number of sources of funding and staggering mortgage maturities with the objective of achieving relatively even annual debt maturities. To the extent possible, NPR maximizes the amount of mortgages on residential rental properties where it is possible to lower interest rates through Canada Mortgage and Housing Corporation mortgage insurance. The sensitivity analysis for floating rate debt has been completed based on the exposure to interest rates at the balance sheet date. Floating rate debt includes all mortgage payable which are not subject to fixed interest rates and the revolving line of credit. If interest rates changed by 0.50% and all other variables remained constant, NPR's net earnings for the three months ended March 31, 2010 would have changed by $65,000. 18. CAPITAL MANAGEMENT NPR's objective when managing its capital is to safeguard its assets while maximizing the growth of its business, returns to unitholders and maintaining the sustainability of cash distributions. NPR's capital consists of mortgages payable, operating and acquisition facilities, Trust Units and Class B LP Units. Management monitors the REIT's capital structure on an ongoing basis to determine the appropriate level of mortgages payable to be placed on specific properties at the time of acquisition or when existing debt matures. NPR follows conservative guidelines which are set out in the Trust Declaration. In determining the most appropriate debt, consideration is given to strength of cash flow generated from the specific property, interest rate, amortization period, maturity of the debt in relation to the existing debt of the REIT, interest and debt service ratios, and limits on the amount of floating rate debt. NPR has operating facilities which is used to fund acquisitions and capital expenditures until specific mortgage debt is placed or additional equity is raised. Consistent with others in the industry, NPR monitors capital on the basis of debt to gross book value ratio. The Declaration of Trust provides for a maximum debt to gross book value ratio of 70%. The REIT does not anticipate operating above a debt to gross book value ratio of 60%. NPR's debt to gross book value is as follows: ------------------------------------------------------------------------- Three Months Ended Year Ended March 31, December 31, 2010 2009 ------------------------------------------------------------------------- Bank indebtedness 718 1,820 Operating facilities 36,498 33,698 Mortgages payable 526,616 518,912 ------------------------------------------------------------------------- Debt 563,832 554,430 ------------------------------------------------------------------------- Rental properties and other capital assets 835,250 836,251 Capital assets improvements in progress 8,576 7,046 Capital assets under development 20,541 20,423 Refundable deposits and mortgage proceeds held in trust 5,165 - Accumulated amortization 126,186 118,764 Future income taxes on acquisitions (21,647) (21,647) ------------------------------------------------------------------------- Gross Book Value 974,071 960,837 ------------------------------------------------------------------------- Debt to Gross Book Value 57.9% 57.7% ------------------------------------------------------------------------- ------------------------------------------------------------------------- NPR is subject to three principal financial covenants in its mortgage payable and operating facilities. The financial covenants are described as follows: - Debt Service Coverage - calculated as Net earnings before interest, taxes and amortization divided by the debt service payments (total interest expense and principal repayments); - Interest Coverage - calculated as Net earnings before interest, taxes and amortization divided by total interest expense; - Debt to Gross Book Value as calculated above. ------------------------------------------------------------------------- Three Months Ended Year Ended March 31, December 31, 2010 2009 ------------------------------------------------------------------------- Earnings from continuing operations before taxes 4,698 25,929 Amortization 7,738 28,789 Interest on mortgages 6,586 26,435 Interest on operating facilities 235 755 ------------------------------------------------------------------------- Net earnings before interest, taxes and amortization 19,257 81,908 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Interest on mortgages 6,586 26,435 Interest on operating facilities 235 755 ------------------------------------------------------------------------- Total Interest Expense 6,821 27,190 Principal repayments 4,141 16,198 ------------------------------------------------------------------------- Debt Service Payments 10,962 43,388 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Interest Coverage 2.82 3.01 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Debt Service Coverage 1.76 1.89 ------------------------------------------------------------------------- ------------------------------------------------------------------------- As at and during the three month period ended March 31, 2010, NPR complied with all externally imposed capital requirements and all covenants relating to its debt facilities. 19. SUBSEQUENT EVENTS Between April 1, 2010 and May 11, 2010 NPR completed mortgage financings and renewals totalling $13.5 million with interest rates from 3.75% to 4.58% and terms to maturity from 1 to 10 years. Proceeds from the mortgage financings were used to fund new acquisitions, repay existing mortgage debt and a portion of the operating facility. Subsequent to March 31, 2010, NPR completed the acquisition of 100 residential units in Yellowknife, NWT and 80 residential units in St. Paul, Alberta for total consideration of approximately $13.9 million. The acquisitions were financed through a combination mortgages payable and the operating facilities.
For further information: Todd Cook, Chief Financial Officer, at (403) 531-0720
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