Choice Properties Real Estate Investment Trust Reports Results for the Three Months Ended March 31, 2024

TORONTO--(BUSINESS WIRE)--Choice Properties Real Estate Investment Trust ("Choice Properties" or the "Trust") (TSX: CHP.UN) today announced its consolidated financial results for the three months ended March 31, 2024. The 2024 First Quarter Report to Unitholders is available in the Investors section of the Trust's website at www.choicereit.ca, and has been filed on SEDAR+ at www.sedarplus.ca.

"The first quarter was a strong start to the year for Choice Properties as we continued to see robust tenant demand for our necessity-based properties and significant rental rate lifts on lease renewals in our industrial portfolio. We further strengthened our market-leading portfolio by executing over $60 million of real estate transactions and completing development projects worth approximately $75 million during the quarter," said Rael Diamond, President and Chief Executive Officer of the Trust. "Despite the ongoing macroeconomic uncertainty, our industry-leading balance sheet continues to provide us with a distinct advantage of allowing our team to remain focused on our core business of owning, operating, and developing real estate."

2024 First Quarter Highlights

• Reported net income for the quarter of $142.3 million as compared to net income of $270.8 million in the first quarter of 2023. The change in net income from the prior year was primarily due to non-cash fair value adjustments.
• Reported FFO per unit diluted⁽¹⁾ was $0.259, an increase of 6.1% compared to the first quarter of 2023.
• Period end occupancy was 97.9%.
  • Retail at 97.7%, industrial at 98.8% and mixed-use & residential at 94.7%.
• Same-Asset NOI on a cash basis⁽¹⁾ increased by 2.4% compared to the first quarter of 2023.
  • Retail increased by 2.5%;
  • Industrial increased by 2.8%; and
  • Mixed-use & residential decreased by 1.3%.
• Completed $61.7 million of transactions in the quarter, including:
  • The acquisition of a Toronto, ON retail property from Loblaw Companies Limited ("Loblaw") for a purchase price of $38.4 million; and
  • The disposition of an industrial property and a retail property for aggregate proceeds of $23.3 million.
• Transferred $74.6 million of properties under development to income producing status, with an average yield of 5.1%. The transfers included a purpose-built residential rental building located in Brampton, ON, of 151 units at the Trust's share, and a retail intensification, which added approximately 26,000 square feet of new commercial GLA.
• Invested $32.1 million of capital in development projects on a proportionate share basis⁽¹⁾.
• Ended the quarter in a strong liquidity position with approximately $1.5 billion of available credit under the Trust's revolving credit facility, a $12.9 billion pool of unencumbered assets and Adjusted Debt to EBITDAFV⁽¹⁾ of 6.9x.

⁽¹⁾ Refer to Non-GAAP Financial Measures and Additional Financial Information section.

Summary of GAAP Basis Financial Results

($ thousands except where otherwise indicated) (unaudited)		Three Months
		March 31, 2024				March 31, 2023			Change $
Net Income		$	142,279			$	270,804		$	(128,525	)
Net income per unit diluted			0.197				0.374			(0.177	)
Rental revenue			337,958				324,657			13,301
Fair value gain on Exchangeable Units(i)			67,284				94,989			(27,705	)
Fair value gains (losses) excluding Exchangeable Units(ii)			(30,225	)			61,856			(92,081	)
Cash flows from operating activities			141,592				133,027			8,565
Weighted average number of units outstanding - diluted(iii)			723,666,036				723,665,160			876

(i)		Exchangeable Units are required to be classified as financial liabilities at fair value through profit and loss under GAAP. They are recorded at their fair value based on the market trading price of the Trust Units, which results in a negative impact to the financial results when the Trust Unit price rises and a positive impact when the Trust Unit price declines.
(ii)		Fair value gains (losses) excluding Exchangeable Units includes adjustments to fair value of investment properties, investment in real estate securities, and unit-based compensation.
(iii)		Includes Trust Units and Exchangeable Units.

Quarterly Results

Choice Properties reported net income of $142.3 million for the first quarter of 2024 as compared to net income of $270.8 million in the first quarter of 2023. The decrease of $128.5 million compared to the prior year was primarily due to changes in the non-cash adjustments to fair value including:

• a $77.1 million unfavourable change in the adjustment to fair value of investment properties,
• a $27.7 million unfavourable change in the adjustment to fair value of the Trust's Exchangeable Units due to the change in the Trust's Unit price⁽ⁱ⁾,
• a $18.1 million unfavourable change in the income from equity accounted joint ventures primarily due to a fair value loss recognized on investment properties held within equity accounted joint ventures in the current quarter compared to a gain in the prior year period, and
• a $15.0 million unfavourable change in the adjustment to fair value of the Trust's investment in the real estate securities of Allied Properties Exchangeable Limited Partnership, a subsidiary of Allied Properties Real Estate Investment Trust ("Allied"), driven by the decrease in Allied's unit price.

The unfavourable changes in fair value were partially offset by an increase in net operating income of $10.5 million.

Summary of Proportionate Share⁽¹⁾ Financial Results

As at or for the period ended ($ thousands except where otherwise indicated)		Three Months
		March 31, 2024				March 31, 2023				Change $
Rental revenue(i)		$	361,408			$	346,624			$	14,784
Net Operating Income ("NOI"), cash basis(i)			251,633				244,052				7,581
Same-Asset NOI, cash basis(i)			238,495				232,904				5,591
Adjustment to fair value of investment properties(i)			(3,560	)			91,831				(95,391	)
Occupancy (% of GLA)			97.9	%			97.7	%			0.2	%
Funds from operations ("FFO")(i)			187,189				176,891				10,298
FFO(i) per unit diluted			0.259				0.244				0.015
Adjusted funds from operations ("AFFO")(i)			173,146				164,379				8,767
AFFO(i) per unit diluted			0.239				0.227				0.012
AFFO(i) payout ratio - diluted			78.7	%			81.8	%			(3.1	)%
Cash distributions declared			136,287				134,478				1,809
Weighted average number of units outstanding - diluted(ii)			723,666,036				723,665,160				876

(i)		Refer to Non-GAAP Financial Measures and Additional Financial Information section.
(ii)		Includes Trust Units and Exchangeable Units.

Quarterly Results

For the three months ended March 31, 2024, Same-Asset NOI, cash basis⁽ⁱ⁾ increased by $5.6 million compared to the prior year primarily due to increased revenue from higher rental rates on renewals, new leasing, contractual rent steps, and higher recoveries in the retail and industrial portfolios.

FFO⁽ⁱ⁾ increased by $10.3 million for the three months ended March 31, 2024. The increase was primarily due to an increase in net operating income, income from the sale of residential inventory, and an increase in interest income. The increase was partially offset by higher interest expense.

Outlook

We are focused on capital preservation, delivering stable and growing cash flows and net asset value appreciation, all with a long-term focus. Our high-quality portfolio is primarily leased to necessity-based tenants and logistics providers, who are less sensitive to economic volatility and therefore provide stability to our overall portfolio. We continue to experience positive leasing momentum across our portfolio and are well positioned to complete our 2024 lease renewals. We also continue to advance our development program, with a focus on commercial developments in the near term, which provides us with the best opportunity to add high-quality real estate to our portfolio at a reasonable cost and drive net asset value appreciation over time.

We are confident that our business model, stable tenant base, strong balance sheet and disciplined approach to financial management will continue to position us well for future success. In 2024, Choice Properties will continue to focus on its core business of essential retail and industrial, our growing residential platform and our robust development pipeline, and is targeting:

• Stable occupancy across the portfolio, resulting in 2.5%-3.0% year-over-year growth in Same-Asset NOI, cash basis;
• Annual FFO per unit diluted in a range of $1.02 to $1.03, reflecting 2.0%-3.0% year-over-year growth; and
• Strong leverage metrics, targeting Adjusted Debt to EBITDAFV slightly below 7.5x.

Non-GAAP Financial Measures and Additional Financial Information

In addition to using performance measures determined in accordance with International Financial Reporting Standards ("IFRS" or "GAAP"), Choice Properties also measures its performance using certain non-GAAP measures, and provides these measures in this news release so that investors may do the same. Such measures and related per-unit amounts are not defined by IFRS and therefore should not be construed as alternatives to net income or cash flow from operating activities determined in accordance with IFRS. Furthermore, the supplemental measures used by management may not be comparable to similar measures presented by other real estate investment trusts or enterprises. The non-GAAP measures included in this news release are defined and reconciled to the most comparable GAAP measure below. Choice Properties believes these non-GAAP financial measures provide useful information to both management and investors in measuring the financial performance and financial condition of the Trust for the reasons outlined below.

Non-GAAP Measure	Description
Proportionate Share	Represents financial information adjusted to reflect the Trust's equity accounted joint ventures and financial real estate assets and its share of net income (loss) from equity accounted joint ventures and financial real estate assets on a proportionately consolidated basis at the Trust's ownership percentage of the related investment. Management views this method as relevant in demonstrating the Trust's ability to manage the underlying economics of the related investments, including the financial performance and cash flows and the extent to which the underlying assets are leveraged, which is an important component of risk management.
Net Operating Income ("NOI"), Accounting Basis	Defined as property rental revenue including straight-line rental revenue, reimbursed contract revenue and lease surrender revenue, less direct property operating expenses and realty taxes, and excludes certain expenses such as interest expense and indirect operating expenses in order to provide results that reflect a property's operations before consideration of how it is financed or the costs of operating the entity in which it is held. Management believes that NOI is an important measure of operating performance for the Trust's commercial real estate assets that is used by real estate industry analysts, investors and management, while also being a key input in determining the fair value of the Choice Properties portfolio.
NOI, Cash Basis	Defined as property rental revenue and reimbursed contract revenue, excluding straight-line rental revenue and lease surrender revenue, less direct property operating expenses and realty taxes, and excludes certain expenses such as interest expense and indirect operating expenses in order to provide results that reflect a property's operations before consideration of how it is financed or the costs of operating the entity in which it is held. Management believes NOI, Cash Basis is a useful measure in understanding period-over-period changes in income from operations due to occupancy, rental rates, operating costs and realty taxes.
Same-Asset NOI, Cash Basis and Same-Asset NOI, Accounting Basis	Same-Asset NOI is used to evaluate the period-over-period performance of those commercial properties and stabilized residential properties, owned and operated by Choice Properties since January 1, 2023, inclusive. NOI from properties that have been (i) purchased, (ii) disposed, (iii) subject to significant change as a result of new development, redevelopment, expansion, or demolition, or (iv) residential properties not yet stabilized (collectively, "Transactions") are excluded from the determination of same-asset NOI. Same-Asset NOI, Cash Basis, is useful in evaluating the realization of contractual rental rate changes embedded in lease agreements and/or the expiry of rent-free periods, while also being a useful measure in understanding period-over-period changes in NOI due to occupancy, rental rates, operating costs and realty taxes, before considering the changes in NOI that can be attributed to the Transactions and development activities.
Funds from Operations ("FFO")	Calculated in accordance with the Real Property Association of Canada's ("REALpac") Funds From Operations (FFO) & Adjusted Funds From Operations (AFFO) for IFRS issued in January 2022. Management considers FFO to be a useful measure of operating performance as it adjusts for items included in net income (or net loss) that do not arise from operating activities or do not necessarily provide an accurate depiction of the Trust's past or recurring performance, such as adjustments to fair value of Exchangeable Units, investment properties, investment in real estate securities, and unit-based compensation. From time to time, the Trust may enter into transactions that materially impact the calculation and are eliminated from the calculation for management's review purposes. Management uses and believes that FFO is a useful measure of the Trust's performance that, when compared period over period, reflects the impact on operations of trends in occupancy levels, rental rates, operating costs and realty taxes, acquisition activities and interest costs.
Adjusted Funds from Operations ("AFFO")	Calculated in accordance with REALpac's Funds From Operations (FFO) & Adjusted Funds From Operations (AFFO) for IFRS issued in January 2022. Management considers AFFO to be a useful measure of operating performance as it further adjusts FFO for capital expenditures that sustain income producing properties and eliminates the impact of straight-line rent. AFFO is impacted by the seasonality inherent in the timing of executing property capital projects. In calculating AFFO, FFO is adjusted by excluding straight-line rent, as well as costs incurred relating to internal leasing activities and property capital projects. Working capital changes, viewed as short-term cash requirements or surpluses are deemed financing activities pursuant to the methodology and are not considered when calculating AFFO. Capital expenditures which are excluded and not deducted in the calculation of AFFO comprise those which generate a new investment stream, such as constructing a new retail pad during property expansion or intensification, development activities or acquisition activities. Accordingly, AFFO differs from FFO in that AFFO excludes from its definition certain non-cash revenues and expenses recognized under GAAP, such as straight-line rent, but also includes capital and leasing costs incurred during the period which are capitalized for GAAP purposes. From time to time, the Trust may enter into transactions that materially impact the calculation and are eliminated from the calculation for management's review purposes.
AFFO Payout Ratio	AFFO payout ratio is a supplementary measure used by Management to assess the sustainability of the Trust's distribution payments. The ratio is calculated using cash distributions declared divided by AFFO.
Earnings before Interest, Taxes, Depreciation, Amortization and Fair Value ("EBITDAFV")	Defined as net income attributable to Unitholders, reversing, where applicable, income taxes, interest expense, amortization expense, depreciation expense, adjustments to fair value and other adjustments as allowed in the Trust Indentures, as supplemented. Management believes EBITDAFV is useful in assessing the Trust's ability to service its debt, finance capital expenditures and provide distributions to its Unitholders.
Total Adjusted Debt	Defined as variable rate debt (construction loans, mortgages, and credit facility) and fixed rate debt (senior unsecured debentures, construction loans and mortgages), as measured on a proportionate share basis(1), and does not include the Exchangeable Units which are included as part of unit equity on account of the Exchangeable Units being economically equivalent and receiving equal distributions to the Trust Units. Total Adjusted Debt is also presented on a net basis to include the impact of other finance charges such as debt placement costs and discounts or premiums, and defeasance or other prepayments of debt.
Adjusted Debt to EBITDAFV, and Adjusted Debt to EBITDAFV, net of cash	Calculated as Total Adjusted Debt divided by EBITDAFV. This ratio is used to assess the financial leverage of Choice Properties, measure its ability to meet financial obligations, and provide a snapshot of its balance sheet strength. Management also presents this ratio with Total Adjusted Debt calculated as net of cash and cash equivalents at the measurement date.

The following table reconciles net income as determined in accordance with GAAP to net income on a proportionate share basis for the three months March 31, 2024:

		Three Months
($ thousands)		GAAP Basis				Adjustment to Proportionate Share Basis(1)				Proportionate Share Basis
Net Operating Income
Rental revenue		$	337,958			$	23,450			$	361,408
Property operating costs			(98,105	)			(8,246	)			(106,351	)
			239,853				15,204				255,057
Residential Inventory Income
Gross sales			11,268				-				11,268
Cost of sales			(9,234	)			-				(9,234	)
			2,034				-				2,034
Other Income and Expenses
Interest income			9,759				(1,928	)			7,831
Investment income			5,315				-				5,315
Fee income			701				-				701
Net interest expense and other financing charges			(142,284	)			(6,363	)			(148,647	)
General and administrative expenses			(14,638	)			-				(14,638	)
Share of income from equity accounted joint ventures			4,718				(4,718	)			-
Amortization of intangible assets			(250	)			-				(250	)
Adjustment to fair value of unit-based compensation			781				-				781
Adjustment to fair value of Exchangeable Units			67,284				-				67,284
Adjustment to fair value of investment properties			(1,365	)			(2,195	)			(3,560	)
Adjustment to fair value of investment in real estate securities			(29,641	)			-				(29,641	)
Income before Income Taxes			142,267				-				142,267
Income tax recovery			12				-				12
Net Income		$	142,279			$	-			$	142,279

The following table reconciles net income as determined in accordance with GAAP to net income on a proportionate share basis for the three months March 31, 2023:

		Three Months
($ thousands)		GAAP Basis				Adjustment to Proportionate Share Basis(1)				Proportionate Share Basis
Net Operating Income
Rental revenue		$	324,657			$	21,967			$	346,624
Property operating costs			(95,270	)			(7,613	)			(102,883	)
			229,387				14,354				243,741
Other Income and Expenses
Interest income			8,975				(2,714	)			6,261
Investment Income			5,315				-				5,315
Fee income			1,653				-				1,653
Net interest expense and other financing charges			(139,357	)			(4,880	)			(144,237	)
General and administrative expenses			(14,562	)			-				(14,562	)
Share of income from equity accounted joint ventures			22,824				(22,824	)			-
Amortization of intangible assets			(250	)			-				(250	)
Transaction costs and other related expenses			(25	)			-				(25	)
Adjustment to fair value of unit-based compensation			732				-				732
Adjustment to fair value of Exchangeable Units			94,989				-				94,989
Adjustment to fair value of investment properties			75,767				16,064				91,831
Adjustment to fair value of investment in real estate securities			(14,643	)			-				(14,643	)
Income before Income Taxes			270,805				-				270,805
Income tax expense			(1	)			-				(1	)
Net Income		$	270,804			$	-			$	270,804

The following table reconciles net income, as determined in accordance with GAAP, to Net Operating Income, Cash Basis, for the periods ended as indicated:

For the periods ended March 31 ($ thousands)		Three Months
		2024				2023				Change $
Net Income		$	142,279			$	270,804			$	(128,525	)
Residential inventory income			(2,034	)			-				(2,034	)
Interest income			(9,759	)			(8,975	)			(784	)
Investment income			(5,315	)			(5,315	)			-
Fee income			(701	)			(1,653	)			952
Net interest expense and other financing charges			142,284				139,357				2,927
General and administrative expenses			14,638				14,562				76
Share of income from equity accounted joint ventures			(4,718	)			(22,824	)			18,106
Amortization of intangible assets			250				250				-
Transaction costs and other related expenses			-				25				(25	)
Adjustment to fair value of unit-based compensation			(781	)			(732	)			(49	)
Adjustment to fair value of Exchangeable Units			(67,284	)			(94,989	)			27,705
Adjustment to fair value of investment properties			1,365				(75,767	)			77,132
Adjustment to fair value of investment in real estate securities			29,641				14,643				14,998
Income tax (recovery) expense			(12	)			1				(13	)
Net Operating Income, Accounting Basis - GAAP			239,853				229,387				10,466
Straight-line rental revenue			(261	)			979				(1,240	)
Lease surrender revenue			(2,549	)			(11	)			(2,538	)
Net Operating Income, Cash Basis - GAAP			237,043				230,355				6,688
Adjustments for equity accounted joint ventures and financial real estate assets			14,590				13,697				893
Net Operating Income, Cash Basis - Proportionate Share(1)		$	251,633			$	244,052			$	7,581

The following table reconciles Net Operating Income, Cash Basis to Same-Asset Net Operating Income, Cash Basis, for the periods ended as indicated:

For the periods ended March 31 ($ thousands)		Three Months
		2024				2023				Change $
Net Operating Income, Cash Basis - Proportionate Share		$	251,633			$	244,052			$	7,581
Less:
Transactions NOI, Cash Basis			(13,138	)			(11,148	)			(1,990	)
Same-Asset NOI, Cash Basis		$	238,495			$	232,904			$	5,591

The following table reconciles net income, as determined in accordance with GAAP, to Funds from Operations for the periods ended as indicated:

For the periods ended March 31 ($ thousands)		Three Months
		2024				2023				Change $
Net Income		$	142,279			$	270,804			$	(128,525	)
Add (deduct) impact of the following:
Amortization of intangible assets			250				250				-
Transaction costs and other related expenses			-				25				(25	)
Adjustment to fair value of unit-based compensation			(781	)			(732	)			(49	)
Adjustment to fair value of Exchangeable Units			(67,284	)			(94,989	)			27,705
Adjustment to fair value of investment properties			1,365				(75,767	)			77,132
Adjustment to fair value of investment properties to proportionate share(1)			2,195				(16,064	)			18,259
Adjustment to fair value of investment in real estate securities			29,641				14,643				14,998
Interest otherwise capitalized for development in equity accounted joint ventures			2,508				2,915				(407	)
Exchangeable Units distributions			74,540				73,551				989
Internal expenses for leasing			2,488				2,254				234
Income tax (recovery) expense			(12	)			1				(13	)
Funds from Operations		$	187,189			$	176,891			$	10,298
FFO per unit - diluted		$	0.259			$	0.244			$	0.015
Weighted average number of units outstanding - diluted(i)			723,666,036				723,665,160				876

(i)

Includes Trust Units and Exchangeable Units.

The following table reconciles Funds from Operations to Adjusted Funds from Operations for the periods ended as indicated:

For the periods ended March 31 ($ thousands)		Three Months
		2024				2023				Change $
Funds from Operations		$	187,189			$	176,891			$	10,298
Add (deduct) impact of the following:
Internal expenses for leasing			(2,488	)			(2,254	)			(234	)
Straight-line rental revenue			(261	)			979				(1,240	)
Straight-line rental revenue adjustment to proportionate share(1)			(614	)			(657	)			43
Property capital			(4,394	)			(1,748	)			(2,646	)
Direct leasing costs			(1,172	)			(1,791	)			619
Tenant improvements			(3,026	)			(6,443	)			3,417
Operating capital expenditures adjustment to proportionate share(1)			(2,088	)			(598	)			(1,490	)
Adjusted Funds from Operations		$	173,146			$	164,379			$	8,767
AFFO per unit - diluted		$	0.239			$	0.227			$	0.012
AFFO payout ratio - diluted(i)			78.7	%			81.8	%			(3.1	)%
Distribution declared per unit		$	0.188			$	0.186			$	0.002
Weighted average number of units outstanding - diluted(ii)			723,666,036				723,665,160				876

(i)		AFFO payout ratio is calculated as cash distributions declared divided by AFFO.
(ii)		Includes Trust Units and Exchangeable Units.

Management's Discussion and Analysis and Consolidated Financial Statements and Notes

Information appearing in this news release is a select summary of results. This news release should be read in conjunction with the Choice Properties 2024 First Quarter Report to Unitholders, which includes the unaudited interim period condensed consolidated financial statements and MD&A for the Trust, and is available at www.choicereit.ca and on SEDAR+ at www.sedarplus.ca.

Conference Call and Webcast

Management will host a conference call on Thursday, April 25, 2024 at 9:00 AM (EDT) with a simultaneous audio webcast. To access via teleconference, please dial [phone] or [phone] and enter the event passcode: 4788974. The link to the audio webcast will be available on www.choicereit.ca/events-webcasts.

Annual Meeting of Unitholders

Choice Properties' Annual Meeting of Unitholders will be held on Thursday, April 25, 2024 at 11:00 AM (EDT) in a virtual meeting format via live webcast. Unitholders can attend the meeting by joining the live webcast online at https://web.lumiagm.com/210624431. Refer to "How do I attend and participate in the virtual Meeting?" in the Management Proxy Circular which can be viewed online at www.choicereit.ca or under Choice Properties' SEDAR+ profile at www.sedarplus.ca, for detailed instructions on how to attend and vote at the meeting. The webcast of the meeting will be archived on our website following the meeting. Please refer to the events & webcasts page at www.choicereit.ca for additional details on the virtual meeting.

About Choice Properties Real Estate Investment Trust

Choice Properties is a leading Real Estate Investment Trust that creates enduring value and places where people thrive.

We bring this to life by improving how our tenants and communities come together to live, work, and connect. We strive to understand the needs of our tenants and manage our properties to the highest standard. We aspire to develop healthy, resilient communities through our dedication to social, economic, and environmental sustainability. In everything we do, we are guided by a shared set of values grounded in Care, Ownership, Respect and Excellence. For more information, visit Choice Properties' website at www.choicereit.ca and Choice Properties' issuer profile at www.sedarplus.ca.

Cautionary Statements Regarding Forward-looking Statements

This news release contains forward-looking statements relating to Choice Properties' operations and the environment in which the Trust operates, which are based on management's expectations, estimates, forecasts and projections. These statements are not guarantees of future performance and involve risks and uncertainties that are difficult to control or predict. Therefore, actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. Management undertakes no obligation to publicly update any such statement, to reflect new information or the occurrence of future events or circumstances, except as required by law.

Numerous risks and uncertainties could cause the Trust's actual results to differ materially from those expressed, implied or projected in the forward-looking statements, including those described in Section 12 "Enterprise Risks and Risk Management" of the Trust's MD&A for the year ended December 31, 2023 and those described in the Trust's Annual Information Form for the year ended December 31, 2023.

Contacts

For further information, please contact [e-mail]

Mario Barrafato
Chief Financial Officer
t: [phone] e: [e-mail]