News Releases
Crombie REIT announces second quarter 2009 results
STELLARTON, NS, Aug. 6 /CNW/ - Crombie Real Estate Investment Trust ("Crombie") (TSX: CRR.UN) is pleased to report its results for the second quarter ended June 30, 2009.
Three months ended June 30,
------------------------------------------------
Variance
(In millions of dollars, ----------------------
except per unit amounts) 2009 2008 $ %
-------------------------------------------------------------------------
FFO $18.717 $18.812 $(0.095) (0.5)%
Per Unit $0.35 $0.38 $(0.03) (7.9)%
FFO Payout ratio 65.7% 63.1% (2.6)%
-------------------------------------------------------------------------
AFFO $14.069 $11.916 $2.153 18.1%
Per Unit $0.27 $0.24 $0.03 12.5%
AFFO Payout ratio 87.4% 99.7% 12.3%
-------------------------------------------------------------------------
Six months ended June 30,
------------------------------------------------
Variance
----------------------
(In millions of dollars,
except per unit amounts) 2009 2008 $ %
-------------------------------------------------------------------------
FFO $39.456 $32.651 $6.805 20.8%
Per Unit $0.75 $0.71 $0.04 5.6%
FFO Payout ratio 60.7% 63.5% 2.8%
-------------------------------------------------------------------------
AFFO $30.095 $20.012 $10.083 50.4%
Per Unit $0.57 $0.44 $0.13 29.5%
AFFO Payout ratio 79.6% 103.7% 24.1%
-------------------------------------------------------------------------
Funds from Operations (FFO) for the second quarter of 2009 decreased
slightly to $18.7 million ($0.35 per unit) from $18.8 million ($0.38 per unit)
in the second quarter of 2008. The decrease was due to increased general and
administrative expenses in the second quarter of 2009, offset by the portfolio
acquisition of 61 retail properties from subsidiaries of Empire Company
Limited (the "Portfolio Acquisition") in April 2008 and the addition of the
Saskatoon property acquisition in June 2008. FFO for the six months ended June
30, 2009 increased to $39.5 million ($0.75 per unit) from $32.7 million ($0.71
per unit) for the same period in 2008. The improvement was due to the
aforementioned acquisitions partially offset by higher general and
administrative expenses.
Adjusted Funds from Operations (AFFO) for the second quarter of 2009 was
$14.1 million ($0.27 per unit) compared to $11.9 million ($0.24 per unit) for
the second quarter of 2008. AFFO for the six months ended June 30, 2009 was
$30.1 million ($0.57 per unit) compared to $20.0 million ($0.44 per unit) for
the same period in 2008. Growth in AFFO during the second quarter ended June
30, 2009 was primarily due to lower maintenance capital and leasing costs,
while AFFO growth for the six months ended June 30, 2009 was influenced by the
lower maintenance capital and leasing costs as well as the improved FFO
results. The six months ended June 30, 2009 AFFO payout ratio was 79.6% which
is favourable to the annual target payout ratio of 95% and the payout ratio of
103.7% for the same period in 2008.
"I am pleased to see Crombie's stable operating performance during what
continues to be a challenging recession" stated Donald E. Clow, FCA, Crombie's
President and Chief Executive Officer.
"Our strategy to focus on primarily grocery anchored retail properties, a
defensive asset class, has worked in our favour during these difficult times."
Donald Clow continued, "The recent equity offering combined with the
syndication and extension of our term facility has strengthened our balance
sheet and provides Crombie with the capacity to consider acquisition
opportunities, should they arise."
"On a personal note, I would like to recognize Stuart Blair on his
retirement and thank him for his successful career at Crombie REIT and its
predecessor companies. I look forward to the council and advice of our board
of trustees and leading our outstanding team of employees in the future."
2009 Second Quarter Highlights
- Crombie completed the syndication and extension of the 18-month Term
Facility to May 2011.
- Crombie completed a public offering of units for gross proceeds of
$36.9 million and a private placement of Class B LP units for gross
proceeds of $30 million on June 25, 2009.
- Crombie completed leasing activity on approximately 67% of its 2009
expiring leases as at June 30, 2009.
- Occupancy for the properties was 94.1% at June 30, 2009 compared with
94.2% at March 31, 2009.
- Property revenue for the quarter ended June 30, 2009 increased by
$3.6 million, or 7.6%, to $50.9 million compared to $47.3 million for
the quarter ended June 30, 2008.
- Same-asset NOI for the second quarter of 2009 of $22.2 million
decreased by $0.4 million or 1.7%, compared to $22.6 million for the
quarter ended June 30, 2008.
- The FFO payout ratio for the six months ended June 30, 2009 was 60.7%
which was favourable to the target annual payout ratio of 70% and
favourable to the payout ratio of 63.5% for the same period in 2008.
- The AFFO payout ratio for the six months ended June 30, 2009 was 79.6%
which was favourable to the target annual AFFO payout ratio of 95% and
was favourable to the payout ratio of 103.7% for the same period in
2008.
- Debt to gross book value decreased to 50.9% at June 30, 2009 compared
to 54.8% at March 31, 2009.
- Crombie's interest service coverage ratio for the first six months of
2009 was 2.79 times EBITDA and debt service coverage ratio was 1.96
times EBITDA, compared to 2.94 times EBITDA and 2.04 times EBITDA,
respectively, for the same period in 2008.
The table below presents a summary of the financial performance for the
quarter and six months ending June 30, 2009 compared to the same period in
fiscal 2008.
-------------------------------------------------------------------------
Three Three Six Six
months months months months
(In millions of dollars, ended ended ended ended
except where otherwise Jun. 30, Jun. 30, Jun. 30, Jun. 30,
noted) 2009 2008 2009 2008
-------------------------------------------------------------------------
Property revenue $50.893 $47.314 $103.885 $84.576
Property expenses 17.258 16.775 37.229 32.087
-------------------------------------------------------------------------
Property NOI 33.635 30.539 66.656 52.489
-------------------------------------------------------------------------
NOI margin percentage 66.1% 64.5% 64.2% 62.1%
-------------------------------------------------------------------------
Expenses:
General and
administrative 3.646 1.979 5.290 3.931
Interest 11.272 9.965 22.002 16.465
Depreciation and
amortization 10.803 10.757 23.294 18.752
-------------------------------------------------------------------------
25.721 22.701 50.586 39.148
-------------------------------------------------------------------------
Income from continuing
operations before other
items, income taxes
and non-controlling
interest 7.914 7.838 16.070 13.341
Other items - 0.097 0.092 0.097
-------------------------------------------------------------------------
Income from continuing
operations before income
taxes and non-controlling
interest 7.914 7.935 16.162 13.438
Income taxes - Future - 0.701 0.200 1.101
-------------------------------------------------------------------------
Income from continuing
operations before
non-controlling interest 7.914 7.234 15.962 12.337
Income from discontinued
operations - 0.136 - 0.399
-------------------------------------------------------------------------
Income before
non-controlling interest 7.914 7.370 15.962 12.736
Non-controlling interest 3.786 3.531 7.642 6.114
-------------------------------------------------------------------------
Net income $4.128 $3.839 $8.320 $6.622
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic and diluted net
income per unit $0.15 $0.15 $0.30 $0.28
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Property NOI
Second quarter property NOI for 2009 increased to $33.6 million (10.1%
increase) from the same period in 2008 due to the Portfolio Acquisition and
the Saskatoon property acquisition completed since January 1, 2008. Overall
NOI margin increased to 64.2% for the first six months of 2009 from 62.1% for
the same period in 2008. Property NOI for the six months ended June 30, 2009
increased to $66.7 million (27.0% increase) from the same period in 2008 due
to the property acquisitions completed since January 1, 2008. Overall NOI
margin increased to 64.2% for the six months ended June 30, 2009 from 62.1%
for the same period in 2008.
Same-Asset Property NOI
-------------------------------------------------------------------------
Three Three Six Six
months months months months
ended ended ended ended
Jun. 30, Jun. 30, Jun. 30, Jun. 30,
(In millions of dollars) 2009 2008 2009 2008
-------------------------------------------------------------------------
Same-asset property
revenue $36.207 $37.221 $74.254 $74.483
Same-asset property
expenses 13.968 14.593 30.096 29.905
-------------------------------------------------------------------------
Same-asset property NOI $22.239 $22.628 $44.158 $44.578
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset NOI margin % 61.4% 60.8% 59.5% 59.8%
-------------------------------------------------------------------------
Same-asset property revenue of $36.2 million in the second quarter of 2009
was 2.7% lower than the second quarter in 2008 due primarily to decreased
revenue from lower recoverable common area expenses and a one-time head lease
adjustment upon final release of the obligation governing the agreement
between ECL and Crombie for County Fair Mall in Summerside, Prince Edward
Island and Uptown Center in Fredericton, New Brunswick, partially offset by
the increased average rent per square foot. Same-asset property revenue for
the six months ended June 30, 2009 of $74.3 million was 0.3% lower than the
same period in 2008 due to the reduction in head lease revenue.
Same-asset property expenses of $13.9 million in the second quarter of
2009 were 4.3% lower than the $14.6 million for the second quarter of 2008.
The decreased property expenses were due to decreased recoverable common area
expenses primarily from decreased snow removal costs. Same-asset property
expenses of $30.1 million for the six months ended June 30, 2009 were 0.6%
higher than the same period in 2008. The increased property expenses were due
to increased recoverable common area expenses primarily from increased utility
costs and property taxes.
Acquisition Property NOI
The Portfolio Acquisition and the Saskatoon property acquisition completed
since January 1, 2008 provided the following results:
-------------------------------------------------------------------------
Three Three Six Six
months months months months
ended ended ended ended
Jun. 30, Jun. 30, Jun. 30, Jun. 30,
(In millions of dollars) 2009 2008 2009 2008
-------------------------------------------------------------------------
Acquisition property
revenue $14.686 $10.093 $29.631 $10.093
Acquisition property
expense 3.290 2.182 7.133 2.182
-------------------------------------------------------------------------
Acquisition property NOI $11.396 $7.911 $22.498 $7.911
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Acquisition NOI margin % 77.6% 78.4% 75.9% 78.4%
-------------------------------------------------------------------------
General and Administrative Expenses
General and administrative expenses increased by 84.2% during the second
quarter of 2009 to $3.6 million from $2.0 million in 2008 due to one time
retirement costs. General and administrative expenses increased by 34.6%
during the six months ended June 30, 2009 to $5.3 million from $3.9 million in
2008 again due to one time retirement costs as well as increased professional
fees and salaries and benefits costs, partially offset by reduced incentive
payments. General and administrative costs as a percentage of revenue have
increased to 7.2% in the second quarter of 2009 compared to 4.2% in 2008 and
increased to 5.1% for the six months ended June 30, 2009 compared to 4.6% in
2008.
Interest
-------------------------------------------------------------------------
Three Three Six Six
months months months months
ended ended ended ended
Jun. 30, Jun. 30, Jun. 30, Jun. 30,
(In millions of dollars) 2009 2008 2009 2008
-------------------------------------------------------------------------
Same-asset interest
expense $6.592 $6.303 $13.354 $12.803
Acquisition interest
expense 4.680 3.662 8.648 3.662
-------------------------------------------------------------------------
Interest expense $11.272 $9.965 $22.002 $16.465
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The increase in interest expense for the second quarter and the six months
ended June 30, 2009 was primarily due to the property acquisitions. Same-asset
interest expense was higher in the second quarter and the six months ended
June 30, 2009 compared to 2008 due to the amortization of payments made on
interest rate swap agreements during the year, offset in part by a decrease in
the floating interest rate on the revolving credit facility.
Definition of Non-GAAP Measures
Certain financial measures included in this news release do not have
standardized meaning under Canadian generally accepted accounting principles
and therefore may not be comparable to similarly titled measures used by other
publicly traded companies. Crombie includes these measures because it believes
certain investors use these measures as a means of assessing Crombie's
financial performance.
- Property NOI is property revenue less property expenses.
- Debt is defined as bank loans plus commercial property debt and
convertible debentures.
- Gross book value means, at any time, the book value of the assets of
Crombie and its consolidated subsidiaries plus accumulated depreciation
and amortization in respect of Crombie's properties (and related
intangible assets) less (i) the amount of any receivable reflecting
interest rate subsidies on any debt assumed by Crombie and (ii) the
amount of future income tax liability arising out of the fair value
adjustment in respect of the indirect acquisitions of certain
properties.
- FFO is calculated as net income (computed in accordance with GAAP),
excluding gains (or losses) from sales of depreciable real estate and
extraordinary items, plus depreciation and amortization, future income
taxes and after adjustments for equity accounted entities and non-
controlling interests.
- AFFO is defined as FFO adjusted for non-cash amounts affecting revenue
and discontinued operations, less maintenance capital expenditures and
maintenance tenant improvements and lease costs.
About Crombie
Crombie is an open-ended real estate investment trust established under,
and governed by, the laws of the Province of Ontario. The trust invests in
income-producing retail, office and mixed-use properties in Canada, with a
future growth strategy focused primarily on the acquisition of retail
properties. Crombie currently owns a portfolio of 113 commercial properties in
seven provinces, comprising approximately 11.2 million square feet of rentable
space.
This news release contains forward looking statements that reflect the
current expectations of management of Crombie about Crombie's future results,
performance, achievements, prospects and opportunities. Wherever possible,
words such as "may", "will", "estimate", "anticipate", "believe", "expect",
"intend" and similar expressions have been used to identify these forward
looking statements. These statements reflect current beliefs and are based on
information currently available to management of Crombie. Forward looking
statements necessarily involve known and unknown risks and uncertainties. A
number of factors, including those discussed in the 2008 annual Management
Discussion and Analysis under "Risk Management", could cause actual results,
performance, achievements, prospects or opportunities to differ materially
from the results discussed or implied in the forward looking statements. These
factors should be considered carefully and a reader should not place undue
reliance on the forward looking statements. There can be no assurance that the
expectations of management of Crombie will prove to be correct.
In particular, certain statements in this document discuss Crombie's
anticipated outlook of future events. These statements include, but are not
limited to anticipated or target distributions and payout ratios, which could
be impacted by seasonality of capital expenditures, results of operations and
capital resource allocation decisions.
Readers are cautioned that such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from these statements. Crombie can give no assurance that actual
results will be consistent with these forward-looking statements.
Additional information relating to Crombie can be found on Crombie's web
site at www.crombiereit.com or on the SEDAR web site for Canadian regulatory
filings at www.sedar.com.
Conference Call Invitation
Crombie will provide additional details concerning its second quarter
results on a conference call to be held Thursday, August 6, 2009, at 5:00 PM
ADT. To join this conference call you may dial (416) 644-3432 or (800)
814-4857. You may also listen to a live audio web cast of the conference call
by visiting Crombie's website located at www.crombiereit.com. Replay will be
available until midnight August 20, 2009, by dialling (416) 640-1917 or (877)
289-8525 and entering pass code 21311250(number sign), or on the Crombie website for 90
days after the meeting.
CROMBIE REAL ESTATE INVESTMENT TRUST
Interim Consolidated Financial Statements
Unaudited
June 30, 2009
CROMBIE REAL ESTATE INVESTMENT TRUST
Consolidated Balance Sheets
(In thousands of dollars)
(Unaudited)
-------------------------------------------------------------------------
June 30, December 31,
2009 2008
-----------------------------
Restated
Assets (Note 3)
Commercial properties (Note 4) $1,307,934 $1,308,347
Intangible assets (Note 5) 118,416 131,403
Notes receivable (Note 6) 9,760 11,323
Other assets (Note 7) 27,310 20,934
Cash and cash equivalents - 4,028
Assets related to discontinued
operations (Note 21) 7,054 7,184
-----------------------------
$1,470,474 $1,483,219
-----------------------------
-----------------------------
Liabilities and Unitholders' Equity
Commercial property debt (Note 8) $759,223 $808,971
Convertible debentures (Note 9) 29,090 28,968
Payables and accruals (Note 10) 59,525 94,462
Intangible liabilities (Note 11) 36,771 41,061
Employee future benefits obligation 6,165 4,836
Distributions payable 4,522 3,883
Future income tax liability (Note 16) 80,000 79,800
Liabilities related to discontinued
operations (Note 21) 6,411 6,517
-----------------------------
981,707 1,068,498
Non-controlling interest (Note 12) 233,292 199,163
Unitholders' equity 255,475 215,558
-----------------------------
$1,470,474 $1,483,219
-----------------------------
-----------------------------
Commitments and contingencies (Note 18)
Subsequent event (Note 24)
CROMBIE REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Income
(In thousands of dollars, except per unit amounts)
(Unaudited)
-------------------------------------------------------------------------
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Restated Restated
Revenues (Note 3) (Note 3)
Property revenue
(Note 14) $50,893 $47,314 $103,885 $84,576
Lease terminations - 20 92 20
-------------------------------------------------
50,893 47,334 103,977 84,596
-------------------------------------------------
Expenses
Property expenses 17,258 16,775 37,229 32,087
General and
administrative expenses 3,646 1,979 5,290 3,931
Interest expense
(Note 15) 11,272 9,965 22,002 16,465
Depreciation of
commercial properties 5,027 4,418 9,827 7,821
Amortization of tenant
improvements/lease costs 892 700 2,023 1,468
Amortization of
intangible assets 4,884 5,639 11,444 9,463
-------------------------------------------------
42,979 39,476 87,815 71,235
-------------------------------------------------
Income from continuing
operations before
other items 7,914 7,858 16,162 13,361
Gain on disposal of land - 77 - 77
-------------------------------------------------
Income from continuing
operations before income
taxes and non-controlling
interest 7,914 7,935 16,162 13,438
Income tax expense - Future
(Note 16) - 701 200 1,101
-------------------------------------------------
Income from continuing
operations before
non-controlling interest 7,914 7,234 15,962 12,337
Income from discontinued
operations (Note 21) - 136 - 399
-------------------------------------------------
Income before
non-controlling interest 7,914 7,370 15,962 12,736
Non-controlling interest 3,786 3,531 7,642 6,114
-------------------------------------------------
Net income $4,128 $3,839 $8,320 $6,622
-------------------------------------------------
-------------------------------------------------
Basic and diluted net
income per unit
Continuing operations $0.15 $0.14 $0.30 $0.26
Discontinued operations $0.00 $0.01 $0.00 $0.02
-------------------------------------------------
Net income $0.15 $0.15 $0.30 $0.28
-------------------------------------------------
------------------------------------------------
Weighted average number
of units outstanding
Basic 27,465,211 25,909,792 27,307,174 23,726,866
-------------------------------------------------
-------------------------------------------------
Diluted 27,625,880 26,028,526 27,449,862 23,838,755
-------------------------------------------------
-------------------------------------------------
CROMBIE REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Comprehensive Income
(In thousands of dollars)
(Unaudited)
-------------------------------------------------------------------------
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Net income $4,128 $3,839 $8,320 $6,622
-------------------------------------------------
Losses on derivatives
designated as cash
flow hedges transferred
to net income in the
current year 237 - 345 -
Net change in derivatives
designated as cash
flow hedges 9,159 1,487 8,700 (2,807)
-------------------------------------------------
Other comprehensive
income (loss) 9,396 1,487 9,045 (2,807)
-------------------------------------------------
Comprehensive income $13,524 $5,326 $17,365 $3,815
-------------------------------------------------
-------------------------------------------------
CROMBIE REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Unitholders' Equity
(In thousands of dollars)
(Unaudited)
-------------------------------------------------------------------------
Accumu-
lated
Other
Compre-
Contri- hensive
REIT Net buted Income Distri-
Units Income Surplus (Loss) butions Total
----------------------------------------------------------------
(Note 13)
Unit-
holders'
equity,
January
1,
2009 $265,096 $34,652 $34 $(29,567) $(54,635) $215,580
Adjust-
ment
due to
change
in
accoun-
ting
policy
(Note 3) - (22) - - - (22)
----------------------------------------------------------------
Unit-
holders'
equity,
January
1, 2009
as re-
stated 265,096 34,630 34 (29,567) (54,635) 215,558
Units
released
under
EUPP 8 - (8) - - -
Units
issued
under
EUPP 304 - - - - 304
Loans
recei-
vable
under
EUPP (304) - - - - (304)
EUPP
compen-
sation - - 23 - - 23
Repayment
of EUPP
loans
recei-
vable 90 - - - - 90
Net income - 8,320 - - - 8,320
Distri-
butions - - - - (12,497) (12,497)
Other
compre-
hensive
income - - - 9,045 - 9,045
Unit
issue
proceeds,
net of
costs of
$1,919 34,936 - - - - 34,936
----------------------------------------------------------------
Unit-
holders'
equity,
June 30,
2009 $300,130 $42,950 $49 $(20,522) $(67,132) $255,475
----------------------------------------------------------------
----------------------------------------------------------------
Unit-
holders'
equity,
January
1,
2008 $205,273 $20,064 $12 $(3,000) $(31,515) $190,834
Adjust-
ment
due to
change
in
accoun-
ting
policy
(Note 3) - (22) - - - (22)
----------------------------------------------------------------
Unit-
holders'
equity,
January
1, 2008
as re-
stated $205,273 $20,042 $12 $(3,000) $(31,515) $190,812
Units
released
under
EUPP 20 - (20) - - -
Units
issued
under
EUPP 386 - - - - 386
Loans
recei-
vable
under
EUPP (386) - - - - (386)
EUPP
compen-
sation - - 20 - - 20
Repay-
ment of
EUPP
loans
recei-
vable 164 - - - - 164
Net
income - 6,622 - - - 6,622
Distri-
butions - - - - (10,983) (10,983)
Other
compre-
hensive
loss - - - (2,807) - (2,807)
Unit
issue
proceeds,
net of
costs of
$2,008 60,997 - - - - 60,997
Unit
redemp-
tion (1,375) - - - - (1,375)
----------------------------------------------------------------
Unit-
holders'
equity,
June 30,
2008
as re-
stated $265,079 $26,664 $12 $(5,807) $(42,498) $243,450
----------------------------------------------------------------
----------------------------------------------------------------
CROMBIE REAL ESTATE INVESTMENT TRUST
Consolidated Statements of Cash Flows
(In thousands of dollars)
(Unaudited)
-------------------------------------------------------------------------
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Cash flows provided by Restated Restated
(used in) (Note 3) (Note 3)
Operating Activities
Net income $4,128 $3,839 $8,320 $6,622
Items not affecting cash:
Non-controlling interest 3,786 3,531 7,642 6,114
Depreciation of
commercial properties 5,027 4,441 9,827 7,879
Amortization of tenant
improvements/lease costs 892 709 2,023 1,491
Amortization of deferred
financing costs 517 323 997 477
Amortization of swap
settlements 455 - 662 -
Amortization of
intangible assets 4,884 5,668 11,444 9,521
Amortization of
above-market leases 772 779 1,543 1,549
Amortization of
below-market leases (2,145) (1,819) (4,290) (3,009)
Gain on sale of land - (77) - (77)
Accrued rental revenue (1,243) (703) (2,126) (1,021)
Unit based compensation 12 11 23 20
Future income tax
expense - 701 200 1,101
-------------------------------------------------
17,085 17,403 36,265 30,667
Additions to tenant
improvements and lease
costs (1,304) (3,771) (2,544) (8,328)
Change in other non-cash
operating items (Note 17) (9,369) 2,848 (16,645) (224)
-------------------------------------------------
Cash provided by operating
activities 6,412 16,480 17,076 22,115
-------------------------------------------------
Financing Activities
Issue of commercial
property debt 1,312 350,575 58,312 350,575
Increase in deferred
financing charges (1,785) (3,653) (2,342) (3,592)
Issue of convertible
debentures - - - 30,000
Issue costs of convertible
debentures - - - (1,214)
Units issued 66,855 63,005 66,855 63,005
Units and Class B LP Units
issue costs (2,281) (3,790) (2,281) (3,790)
Settlement of interest
rate swap agreements - - (4,535) -
Repayment of commercial
property debt (56,629) (18,355) (110,120) (45,735)
Decrease in liabilities
related to discontinued
operations (39) - (106) -
Collection of notes
receivable 777 3,002 1,563 4,416
Repayment of EUPP loan
receivable 81 157 90 164
Unit redemption - (1,375) - (1,375)
Payment of distributions (11,655) (10,952) (23,304) (19,819)
-------------------------------------------------
Cash provided by (used in)
financing activities (3,364) 378,614 (15,868) 372,635
-------------------------------------------------
Investing Activities
Additions to commercial
properties (3,192) (5,803) (4,922) (7,515)
Additions to recoverable
capital expenditures (96) (73) (408) (725)
Decrease in assets related
to discontinued operations 108 - 130 -
Proceeds on disposal of
land, net of closing costs
(Note 4) - 187 - 187
Acquisition of commercial
properties (Note 4) (36) (389,405) (36) (389,405)
-------------------------------------------------
Cash used in investing
activities (3,216) (395,094) (5,236) (397,458)
-------------------------------------------------
Decrease in cash and cash
equivalents during the
period (168) Nil (4,028) (2,708)
Cash and cash equivalents,
beginning of period 168 Nil 4,028 2,708
-------------------------------------------------
Cash and cash equivalents,
end of period $Nil $Nil $Nil $Nil
-------------------------------------------------
-------------------------------------------------
See accompanying notes to the interim consolidated financial statements.
CROMBIE REAL ESTATE INVESTMENT TRUST
Notes to the Interim Consolidated Financial Statements
(In thousands of dollars, except per unit amounts)
Unaudited
June 30, 2009
-------------------------------------------------------------------------
1) CROMBIE REAL ESTATE INVESTMENT TRUST
Crombie Real Estate Investment Trust ("Crombie") is an unincorporated
"open-ended" real estate investment trust created pursuant to the Declaration
of Trust dated January 1, 2006, as amended. The units of Crombie are traded on
the Toronto Stock Exchange ("TSX") under the symbol "CRR.UN".
2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of presentation
These interim consolidated financial statements are prepared in accordance
with Canadian generally accepted accounting principles ("GAAP") as prescribed
by the Canadian Institute of Chartered Accountants ("CICA"). These interim
consolidated financial statements do not include all of the disclosures
included in Crombie's annual consolidated financial statements. Accordingly,
these interim consolidated financial statements should be read in conjunction
with the consolidated financial statements for the year ended December 31,
2008 as set out in the 2008 Annual Report.
The accounting policies used in preparation of these interim consolidated
financial statements conform with those used in the 2008 annual consolidated
financial statements, except as described in Note 3.
(b) Property acquisitions
Upon acquisition of commercial properties, Crombie performs an assessment
of the fair value of the properties' related tangible and intangible assets
and liabilities (including land, buildings, origination costs, in-place
leases, above- and below-market leases, and any other assumed assets and
liabilities), and allocates the purchase price to the acquired assets and
liabilities. Crombie assesses and considers fair value based on cash flow
projections that take into account relevant discount and capitalization rates
and any other relevant sources of market information available. Estimates of
future cash flow are based on factors that include historical operating
results, if available, and anticipated trends, local markets and underlying
economic conditions.
Crombie allocates the purchase price based on the following:
Land - The amount allocated to land is based on an appraisal estimate of
its fair value.
Buildings - Buildings are recorded at the fair value of the building on
an "as-if-vacant" basis, which is based on the present value of the
anticipated net cash flow of the building from vacant start up to full
occupancy.
Origination costs for existing leases - Origination costs are determined
based on estimates of the costs that would be incurred to put the
existing leases in place under the same terms and conditions. These costs
include leasing commissions as well as foregone rent and operating cost
recoveries during an assumed lease-up period.
In-place leases - In-place lease values are determined based on estimated
costs required for each lease that represents the net operating income
lost during an estimated lease-up period that would be required to
replace the existing leases at the time of purchase.
Tenant relationships - Tenant relationship values are determined based on
costs avoided if the respective tenants were to renew their leases at the
end of the existing term, adjusted for the estimated probability that the
tenants will renew.
Above- and below-market existing leases - Values ascribed to above- and
below-market existing leases are determined based on the present value of
the difference between the rents payable under the terms of the
respective leases and estimated future market rents.
Fair value of debt - Values ascribed to fair value of debt are determined
based on the differential between contractual and market interest rates
on long term liabilities assumed at acquisition.
(c) Revenue recognition
Property revenue includes rents earned from tenants under lease
agreements, percentage rent, realty tax and operating cost recoveries, and
other incidental income. Certain leases have rental payments that change over
their term due to changes in rates. Crombie records the rental revenue from
these leases on a straight-line basis over the term of the lease. Accordingly,
an accrued rent receivable/payable is recorded for the difference between the
straight-line rent recorded as property revenue and the rent that is
contractually due from the tenants. Percentage rents are recognized when
tenants are obligated to pay such rent under the terms of the related lease
agreements. The value of the differential between original and market rents
for existing leases is amortized using the straight-line method over the terms
of the tenant lease agreements. Realty tax and other operating cost
recoveries, and other incidental income, are recognized on an accrual basis.
(d) Income taxes
Crombie is taxed as a "mutual fund trust" for income tax purposes.
Pursuant to the terms of the Declaration of Trust, Crombie must make
distributions not less than the amount necessary to ensure that Crombie will
not be liable to pay income tax, except for the amounts incurred in its
incorporated subsidiaries.
Future income tax liabilities of Crombie relate to tax and accounting
basis differences of all incorporated subsidiaries of Crombie. Income taxes
are accounted for using the liability method. Under this method, future income
taxes are recognized for the expected future tax consequences of differences
between the carrying amount of balance sheet items and their corresponding tax
values. Future income taxes are computed using substantively enacted corporate
income tax rates for the years in which tax and accounting basis differences
are expected to reverse.
(e) Employee future benefits obligation
The cost of pension benefits for the defined contribution plans is
expensed as contributions are paid. The cost of the defined benefit pension
plan and post-retirement benefit plan is accrued based on actuarial
valuations, which are determined using the projected benefit method pro-rated
on service and management's best estimate of the expected long-term rate of
return on plan assets, salary escalation, retirement ages and expected growth
rate of health care costs. The defined benefit plan and post-retirement
benefit plan are unfunded.
The impact of changes in plan amendments is amortized on a straight-line
basis over the expected average remaining service life ("EARSL") of active
members. For the supplementary executive retirement plan, the impacts of
changes in the plan provisions are amortized over five years.
(f) Use of estimates
The preparation of consolidated financial statements in conformity with
GAAP requires management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the balance sheet, and the reported amounts of
revenue and expenses during the reporting period. Actual results could differ
from those estimates. The significant areas of estimation and assumption
include:
- Impairment of assets;
- Depreciation and amortization;
- Employee future benefit obligation;
- Future income taxes;
- Allocation of purchase price on property acquisitions; and
- Fair value of commercial property debt, convertible debentures and
assets and liabilities related to discontinued operations.
(g) Payment of distributions
The determination to declare and make payable distributions from Crombie
are at the discretion of the Board of Trustees of Crombie and, until declared
payable by the Board of Trustees of Crombie, Crombie has no contractual
requirement to pay cash distributions to Unitholders' of Crombie. During the
six months ended June 30, 2009 $23,943 (six months ended June 30, 2008 - $
20,746) in cash distributions were declared payable by the Board of Trustees
to Crombie Unitholders and Crombie Limited Partnership Unitholders (the "Class
B LP Units").
(h) Convertible debentures
Debentures with conversion features are assessed at inception as to the
value of both their equity component and their debt component. Based on the
assessment, Crombie has determined to date that no amount should be attributed
to equity and thus its convertible debentures have been classified as
liabilities. Distributions to debenture holders are presented as interest
expense. Issue costs on convertible debentures are netted against the
convertible debentures and amortized over the original life of the convertible
debentures using the effective interest rate method.
(i) Hedges
Crombie has cash flow hedges which are used to manage exposures to
increases in variable interest rates. Cash flow hedges are recognized on the
balance sheet at fair value with the effective portion of the hedging
relationship recognized in other comprehensive income (loss). Any ineffective
portion of the cash flow hedge is recognized in net income. Amounts recognized
in accumulated other comprehensive income (loss) are reclassified to net
income in the same periods in which the hedged item is recognized in net
income. Fair value hedges and the related hedge items are recognized on the
balance sheet at fair value with any changes in fair value recognized in net
income. To the extent the fair value hedge is effective, the changes in the
fair value of the hedge and the hedged item will offset each other.
Crombie has fixed interest rate swap agreements and a number of delayed
interest rate swap agreements designated as cash flow hedges. Crombie has
identified these hedges against increases in benchmark interest rates and has
formally documented all relationships between these derivative financial
instruments and hedged items, as well as the risk management strategy and
objectives. Crombie assesses on an ongoing basis whether the derivative
financial instrument continues to be effective in offsetting changes in
interest rates on the hedged items.
(j) Comprehensive income
Comprehensive income is the change in Unitholders' equity during a period
from transactions and other events and circumstances from non-owner sources.
Crombie reports a consolidated statement of comprehensive income, comprising
net income and other comprehensive income (loss) for the period. Accumulated
other comprehensive income (loss), has been added to the consolidated
statements of Unitholders' equity.
(k) Discontinued operations
Crombie classifies properties that meet certain criteria as held for sale
and separately discloses any net income and gain (loss) on disposal for
current and prior periods as discontinued operations. A property is classified
as held for sale at the point in time when it is available for immediate sale,
management has committed to a plan to sell the property and is actively
locating a purchaser for the property at a sales price that is reasonable in
relation to the current estimated fair market value of the property, and the
sale is expected to be completed within a one year period. Properties held for
sale are carried at the lower of their carrying values and estimated fair
value less costs to sell. In addition, assets held for sale are no longer
depreciated. A property that is subsequently reclassified as held in use is
measured at the lower of its carrying value amount before it was classed as
held for sale, adjusted for an amortization expense that would have been
recognized had it been continuously classified as held and in use, and its
estimated fair value at the date of the subsequent decision not to sell.
(l) Impairment of long-lived assets
Long-lived assets are reviewed for impairment annually or whenever events
or changes in circumstances indicate the carrying value of an asset may not be
recoverable.
If it is determined that the net recoverable value of a long-lived asset
is less than its carrying value, the long-lived asset is written down to its
fair value. Net recoverable amount represents the undiscounted estimated
future cash flow expected to be received from the long-lived asset. Assets
reviewed under this policy include commercial properties and intangible
assets.
3) CHANGES IN ACCOUNTING POLICIES
Effective January 1, 2009 Crombie adopted two new accounting standards
that were issued by the CICA in 2008 and one Emerging Committee Abstract
issued by the CICA in January 2009. These accounting policy changes have been
adopted in accordance with the transitional provisions.
The new standards and accounting policy changes are as follows:
Goodwill and Intangible Assets
Effective January 1, 2009, the accounting and disclosure requirements of
the CICA's two new accounting standards were adopted: "Handbook Section 3064,
Goodwill and Intangible Assets" and "Handbook Section 3450, Research and
Development Costs."
These standards are effective for annual and interim financial statements
related to fiscal years beginning on or after October 1, 2008 and are
applicable for Crombie's first quarter of fiscal 2009. Section 3064 states
that intangible assets may be recognized as assets only if they meet the
definition of an intangible asset. Section 3064 also provides further
information on the recognition of internally generated intangible assets,
(including research and development).
These standards have been applied retrospectively with restatement of
prior periods. The adoption of these new standards resulted in an increase of
$233 to depreciation of commercial properties and a decrease of $233 to
property expenses in the consolidated Statements of Income for the three
months ended June 30, 2008 and an increase of $462 to depreciation of
commercial properties and a decrease of $462 to property expenses for the six
months ended June 30, 2008. In the consolidated Balance Sheets, there was an
increase of $3,946 to commercial properties, an increase of $38 to
receivables, a decrease of $4,246 to prepaid expenses, and a decrease of $220
to payables and accruals at December 31, 2008, and a decrease of $20 to
non-controlling interest and a decrease of $22 to unitholders' equity at
January 1, 2008.
Financial instruments - recognition and measurement
In January 2009, the CICA issued Emerging Issue Committee Abstract 173
("EIC 173"), "Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities". EIC 173 requires that a company take into account its own credit
risk and the credit risk of its counterparty in determining the fair value of
financial assets and financial liabilities. This Abstract must be applied
retrospectively without restatement of prior periods to all financial assets
and liabilities measured at fair value in interim and annual financial
statements for periods ending on or after January 20, 2009. The adoption of
EIC 173 did not have a significant impact on Crombie's financial results,
position or disclosures.
Effect of new accounting standards not yet Implemented
International Financial Reporting Standards
On February 13 2008, the Accounting Standards Board of Canada announced
that GAAP for publicly accountable enterprises will be replaced by
International Financial Reporting Standards ("IFRS"). IFRS must be adopted for
interim and annual financial statements related to fiscal years beginning on
or after January 1, 2011, with retroactive adoption and restatement of the
comparative fiscal year ended December 31, 2010. Accordingly, the conversion
from Canadian GAAP to IFRS will be applicable to Crombie's reporting for the
first quarter of fiscal 2011 for which the current and comparative information
will be prepared under IFRS.
Crombie, with the assistance of its external advisors, have launched an
internal initiative to govern the conversion process and is currently
evaluating the potential impact of the conversion to IFRS on its financial
statements. At this time, the impact on Crombie's future financial position
and results of operations is not reasonably determinable or estimatable.
Crombie expects the transition to IFRS to impact accounting, financial
reporting, internal control over financial reporting, information systems and
business processes.
Crombie has developed a formal project governance structure, and is
providing regular progress reports to senior management and the audit
committee. Crombie has also completed a diagnostic impact assessment, which
involved a high level review of the major differences between current GAAP and
IFRS, as well as establishing an implementation guideline. In accordance with
this guideline Crombie has established a staff training program and is in the
process of completing analysis of the key decision areas and making
recommendations on the same.
Crombie will continue to assess the impact of the transition to IFRS and
to review all of the proposed and ongoing projects of the International
Accounting Standards Board to determine their impact on Crombie. Additionally,
Crombie will continue to invest in training and resources throughout the
transition period to facilitate a timely conversion.
In order to assist Crombie with its transition to IFRS the Unitholders
approved amendments to Crombie's Declaration of Trust, at Crombie's Annual
General and Special Meeting held on May 7, 2009, to allow the Trustees to make
future amendments to the Declaration of Trust without the requirement to
obtain Unitholder approval. These changes are in the same manner as the
Declaration of Trust currently permits Trustees to act as it relates to the
changes in taxation laws.
An example of a potential change to the Declaration of Trust in order to
comply with IFRS standards as they are currently drafted include the fact that
Crombie's units may be regarded under IFRS as a "liability" rather than
"equity" (as they are currently recognized under Canadian GAAP). This
interpretation is influenced principally by the requirement in the Declaration
of Trust that Crombie "shall" distribute in each year an amount at least equal
to its taxable income. Under IFRS, the units would be classified as a
liability if they contain "a contractual obligation to deliver cash or another
financial asset to another entity".
The amendments will not result in any material change to the Unitholders,
but rather were contemplated in order to assist Crombie to implement changes
that will assist in its transition to IFRS. Trustees will be obligated to
determine whether any such change is necessary or desirable in the
circumstances, and all other matters that are currently required to be
approved by Unitholders pursuant to the Declaration of Trust will remain
unchanged.
4) COMMERCIAL PROPERTIES
June 30, 2009
------------------------------------------
Accumulated Net Book
Cost Depreciation Value
------------------------------------------
Land $292,129 $Nil $292,129
Buildings 1,041,222 49,059 992,163
Tenant improvements and
leasing costs 32,298 8,656 23,642
------------------------------------------
$1,365,649 $57,715 $1,307,934
------------------------------------------
------------------------------------------
December 31, 2008
------------------------------------------
Accumulated Net Book
Cost Depreciation Value
------------------------------------------
Restated Restated Restated
(Note 3) (Note 3) (Note 3)
Land $288,566 $Nil $288,566
Buildings 1,035,892 39,232 996,660
Tenant improvements and
leasing costs 29,754 6,633 23,121
------------------------------------------
$1,354,212 $45,865 $1,308,347
------------------------------------------
------------------------------------------
Property Acquisitions and Disposals
The operating results of the acquired properties are included from the
respective date of acquisition.
2009
----
On June 1, 2009, Crombie acquired 1.1 acres of land adjacent to the Avalon
Mall, Newfoundland and Labrador, for $3,527 plus additional closing costs from
ECL General Partner Limited, an affiliate of Empire Company Limited. Currently
there is a vacant building on the property, which subsequent to quarter end
has been leased for a one year period while management assesses the future
development of this site. The acquisition was financed with debt of $3,527 at
a fixed rate of 8.00% and a term of 20 years with ECL General Partner Limited
and is held as security.
2008
----
On April 22, 2008, Crombie acquired 61 properties in Atlantic Canada,
Quebec and Ontario from subsidiaries of Empire Company Limited, representing a
3,288,000 square foot increase to the portfolio, for $428,500 plus additional
closing costs. The acquisition was financed through a $280,000 term facility,
the issuance of $30,000 convertible debentures, the issuance of $55,000 of
Class B LP units of Crombie Limited Partnership to affiliates of Empire, the
issuance of $63,005 of REIT units (5,727,750 units at a price of $11.00 per
unit), and a draw on Crombie's revolving credit facility.
On May 21, 2008, land attached to a commercial property was sold to an
unrelated third party for cash proceeds of $187, net of closing costs,
resulting in a gain of $77.
On June 12, 2008, Crombie acquired a property in Saskatoon, Saskatchewan,
representing a 160,000 square foot increase to the portfolio, for $27,200 plus
additional closing costs, from an unrelated third party. The acquisition was
financed through an assumption of an existing mortgage of $16,517 at a fixed
rate of 5.35% and a term of three years with the balance of the purchase price
paid using funds from the revolving credit facility.
The allocation of the total cost of the acquisitions is as follows:
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
Commercial property June 30, June 30, June 30, June 30,
acquired, net: 2009 2008 2009 2008
-------------------------------------------------------------------------
Land $3,563 $107,826 $3,563 $107,826
Buildings - 287,154 - 287,154
Intangible assets:
Lease origination costs - 40,233 - 40,233
Tenant relationships - 21,622 - 21,622
Above-market leases - 370 - 370
In-place leases - 35,384 - 35,384
Intangible liabilities:
Below-market leases - (31,848) - (31,848)
-------------------------------------------------------------------------
Net purchase price 3,563 460,741 3,563 460,741
Assumed mortgages (3,527) (16,517) (3,527) (16,517)
Fair value debt adjustment
on assumed mortgages - 181 - 181
-------------------------------------------------------------------------
$36 $444,405 $36 $444,405
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Consideration funded by:
Revolving credit facility $36 $16,000 $36 $16,000
Term facility - 280,000 - 280,000
Units - 63,005 - 63,005
Convertible debentures - 30,000 - 30,000
Application of deposit - 400 - 400
-------------------------------------------------------------------------
Cash paid 36 389,405 36 389,405
Class B LP Units (non-
controlling interest) paid - 55,000 - 55,000
-------------------------------------------------------------------------
Total consideration paid $36 $444,405 $36 $444,405
-------------------------------------------------------------------------
-------------------------------------------------------------------------
5) INTANGIBLE ASSETS
June 30, 2009
------------------------------------------
Accumulated Net Book
Cost Amortization Value
------------------------------------------
Origination costs for
existing leases $54,419 $14,706 $39,713
In-place leases 57,376 23,268 34,108
Tenant relationships 57,098 18,968 38,130
Above-market existing leases 16,015 9,550 6,465
------------------------------------------
$184,908 $66,492 $118,416
------------------------------------------
------------------------------------------
December 31, 2008
------------------------------------------
Accumulated Net Book
Cost Amortization Value
------------------------------------------
Origination costs for
existing leases $54,419 $11,680 $42,739
In-place leases 57,376 19,072 38,304
Tenant relationships 57,098 14,746 42,352
Above-market existing leases 16,015 8,007 8,008
------------------------------------------
------------------------------------------
$184,908 $53,505 $131,403
------------------------------------------
------------------------------------------
6) NOTES RECEIVABLE
On March 23, 2006, Crombie acquired 44 properties from Empire Company
Limited's subsidiary, ECL Properties Limited ("ECL") and certain affiliates,
resulting in ECL Developments Limited issuing two demand non-interest bearing
promissory notes in the amounts of $39,600 and $20,564. Payments on the first
note of $39,600 are being received as funding is required for a capital
expenditure program relating to eight commercial properties over the period
from 2006 to 2010. Payments on the second note of $20,564 are being received
on a monthly basis to reduce the effective interest rate to 5.54% on certain
assumed mortgages with an average term to maturity of approximately 2.75
years.
The balance of each note is
as follows:
June 30, December 31,
2009 2008
------------------------------------------
Capital expenditure program $504 $505
Interest rate subsidy 9,256 10,818
------------------------------------------
$9,760 $11,323
------------------------------------------
------------------------------------------
7) OTHER ASSETS
June 30, December 31,
2009 2008
------------------------------------------
Restated
(Note 3)
Gross accounts receivable $7,644 $7,286
Provision for doubtful
accounts (269) (250)
------------------------------------------
Net accounts receivable 7,375 7,036
Accrued straight-line rent
receivable 9,912 7,786
Prepaid expenses 9,276 5,174
Restricted cash 747 938
------------------------------------------
$27,310 $20,934
------------------------------------------
------------------------------------------
8) COMMERCIAL PROPERTY DEBT
Weighted Weighted
average average
interest term to June 30,
Range rate maturity 2009
-------------------------------------------------
Fixed rate mortgages 4.82-6.44% 5.48% 5.8 years $564,101
Floating rate term
facility 3.96% 1.9 years 139,000
Floating rate revolving
credit facility 2.03% 2.0 years 62,812
Floating rate demand
credit facility Nil Demand -
Deferred financing
charges (6,690)
-------------
$759,223
-------------
-------------
Weighted Weighted
average average December
interest term to 31,
Range rate maturity 2008
-------------------------------------------------
Fixed rate mortgages 5.15-6.44% 5.55% 6.1 years $531,970
Floating rate term
facility 4.87% 0.8 years 178,824
Floating rate revolving
credit facility 4.37% 2.5 years 93,400
Floating rate demand
credit facility 3.50% Demand 10,000
Deferred financing charges (5,223)
-------------
$808,971
-------------
-------------
As June 30, 2009, debt retirements for the next 5 years are:
Fixed Floating Financing
Rate Rate Costs Total
-------------------------------------------------
Remaining 2009 $9,513 $Nil $Nil $9,513
2010 121,568 - - 121,568
2011 42,180 201,812 - 243,992
2012 15,956 - - 15,956
2013 46,798 - - 46,798
Thereafter 318,730 - - 318,730
-------------------------------------------------
554,745 201,812 - 756,557
Deferred financing
charges - - (6,690) (6,690)
Fair value debt
adjustment 9,356 - - 9,356
-------------------------------------------------
$564,101 $201,812 $(6,690) $759,223
-------------------------------------------------
-------------------------------------------------
On June 1, 2009, Crombie acquired 1.1 acres of land adjacent to the Avalon
Mall, Newfoundland and Labrador, for $3,527 plus additional closing costs,
from ECL General Partner Limited, an affiliate of Empire Company Limited. The
acquisition was financed with debt of $3,527 at a fixed rate of 8.00% and a
term of 20 years with ECL General Partner Limited and is held as security.
The floating rate term facility is used to partially finance the
acquisition of 61 properties from subsidiaries of Empire Company Limited. On
February 12, 2009, Crombie completed mortgage financings of $39,000 to
refinance a portion of the floating rate term facility. Fixed rate first
mortgages were placed with a third party for a total of $32,800. The first
mortgages have a weighted average interest rate of 4.88% with a maturity date
of March 2014. In addition, $6,200 of fixed rate second mortgages were
provided by Empire Company Limited. The second mortgages have a weighted
average interest rate of 5.38% with a maturity date of March 2014. On June 4,
2009, Crombie completed the syndication of the floating rate term facility and
extended the maturity date to May 2011. The floating interest rate is based on
a specific margin over prime rate or the Banker Acceptance Rate. It is secured
by a charge on the secured properties, together with an assignment of leases.
The floating rate term facility contains financial and non-financial covenants
that are customary for a credit facility of this nature and which mirror the
covenants set forth in the floating rate revolving credit facility.
The floating rate revolving credit facility has a maximum principal amount
of $150,000 and is used by Crombie for working capital purposes. It is secured
by a pool of first and second mortgages and negative pledges on certain
properties. The floating interest rate is based on specific margins over prime
rate or bankers acceptance rates. The specified margin increases as Crombie's
overall debt leverage increases.
The floating rate demand credit facility is a $13,800 credit facility with
Empire Company Limited on substantially the same terms and conditions that
govern the floating rate revolving credit facility. As at June 30, 2009,
Crombie had $Nil drawn against the floating rate revolving credit facility
(December 31, 2008 - $10,000).
9) CONVERTIBLE DEBENTURES
June December
Maturity Interest 30, 31,
date rate 2009 2008
-------------------------------------------------
Series A March 20, 2013 7.0% $30,000 $30,000
Transaction costs (910) (1,032)
------------------------
$29,090 $28,968
------------------------
------------------------
10) PAYABLES AND ACCRUALS
June 30, December 31,
2009 2008
-----------------------------
Restated
(Note 3)
Tenant improvements and capital expenditures $11,612 $13,384
Property operating costs 11,456 20,166
Advance rents 2,035 5,364
Interest on commercial property debt and
debentures 2,591 2,504
Fair value of interest rate swap agreements 31,831 53,044
-----------------------------
$59,525 $94,462
-----------------------------
-----------------------------
11) INTANGIBLE LIABILITIES
June 30, 2009
------------------------------------------
Accumulated Net
Cost Amortization Book Value
------------------------------------------
Below-market existing leases $55,703 $18,932 $36,771
------------------------------------------
------------------------------------------
December 31, 2008
------------------------------------------
Accumulated Net
Cost Amortization Book Value
------------------------------------------
Below-market existing leases $55,703 $14,642 $41,061
------------------------------------------
------------------------------------------
12) NON-CONTROLLING INTEREST
Accumu-
lated
Other
Compre-
Contri- hensive
Class B Net buted Income Distri-
LP Units Income Surplus (Loss) butions Total
-----------------------------------------------------------------
Balance,
January
1,
2009 $244,520 $32,118 $Nil $(27,254) $(50,201) $199,183
Adjust-
ment
due to
change
in
accoun-
ting
policy
(Note 3) - (20) - - - (20)
-----------------------------------------------------------------
Balance,
January
1,
2009
as re-
stated 244,520 32,098 Nil (27,254) (50,201) 199,163
Net
income - 7,642 - - - 7,642
Distri-
butions - - - - (11,446) (11,446)
Other
compre-
hensive
income - - - 8,295 - 8,295
Class B
LP Unit
issue
proceeds,
net of
costs of
$362 29,638 - - - - 29,638
-----------------------------------------------------------------
Balance,
June 30,
2009 $274,158 $39,740 $Nil $(18,959) $(61,647) $233,292
-----------------------------------------------------------------
-----------------------------------------------------------------
Accumu-
lated
Other
Compre-
Contri- hensive
Class B Net buted Income Distri-
LP Units Income Surplus (Loss) butions Total
-----------------------------------------------------------------
Balance,
January
1,
2008 $191,302 $18,678 $Nil $(2,784) $(29,277) $177,919
Adjust-
ment
due to
change
in
accoun-
ting
policy
(Note 3) - (20) - - - (20)
-----------------------------------------------------------------
Balance,
January
1,
2008
as re-
stated 191,302 18,658 Nil (2,784) (29,277) 177,899
Net
income - 6,114 - - - 6,114
Distri-
butions - - - - (9,763) (9,763)
Other
compre-
hensive
income
(loss) - - - (2,617) - (2,617)
Class B
LP Unit
issue
proceeds,
net of
costs of
$1,782 53,218 - - - - 53,218
-----------------------------------------------------------------
Balance,
June 30,
2008
as re-
stated $244,520 $24,772 $Nil $(5,401) $(39,040) $224,851
-----------------------------------------------------------------
-----------------------------------------------------------------
13) UNITS OUTSTANDING
Crombie REIT Special
Voting Units and
Crombie REIT Units Class B LP Units Total
-------------------- --------------------- --------------------
Number Number Number
of Units Amount of Units Amount of Units Amount
-----------------------------------------------------------------
Balance,
Janu-
ary
1,
2009 27,271,888 $265,096 25,079,576 $244,520 52,351,464 $509,616
Unit
issue
pro-
ceeds,
net of
costs 4,725,000 34,936 3,846,154 29,638 8,571,154 64,574
Units
issued
under
EUPP 43,408 304 - - 43,408 304
Units
released
under
EUPP - 8 - - - 8
Net
change
in EUPP
loans
recei-
vable - (214) - - - (214)
-----------------------------------------------------------------
Balance,
June
30,
2009 32,040,296 $300,130 28,925,730 $274,158 60,966,026 $574,288
-----------------------------------------------------------------
-----------------------------------------------------------------
Crombie REIT Special
Voting Units and
Crombie REIT Units Class B LP Units Total
-------------------- --------------------- --------------------
Number Number Number
of Units Amount of Units Amount of Units Amount
-----------------------------------------------------------------
Balance,
January
1,
2008 21,648,985 $205,273 20,079,576 $191,302 41,728,561 $396,575
Unit
issue
pro-
ceeds,
net of
costs 5,727,750 60,997 5,000,000 53,218 10,727,750 114,215
Units
issued
under
EUPP 34,053 386 - - 34,053 386
Units
re-
leased
under
EUPP - 20 - - - 20
Net
change
in
EUPP
loans
receiva-
ble - (222) - - - (222)
Unit
redemp-
tion (138,900) (1,375) - - (138,900) (1,375)
-----------------------------------------------------------------
Balance,
June
30,
2008 27,271,888 $265,079 25,079,576 $244,520 52,351,464 $509,599
-----------------------------------------------------------------
-----------------------------------------------------------------
Crombie REIT Units
On June 25, 2009, Crombie closed a public offering, on a bought deal
basis, of 4,725,000 Units, after full exercise of the underwriters'
over-allotment option, to the public at a price of $7.80 per Unit for proceeds
of $34,936 net of issue costs.
Crombie is authorized to issue an unlimited number of units ("Units") and
an unlimited number of Special Voting Units. Issued and outstanding Units may
be subdivided or consolidated from time to time by the Trustees without the
approval of the Unitholders. Units are redeemable at any time on demand by the
holders at a price per Unit equal to the lesser of: (i) 90% of the weighted
average price per Crombie Unit during the period of the last ten days during
which Crombie's Units traded; and (ii) an amount equal to the price of
Crombie's Units on the date of redemption, as defined in the Declaration of
Trust.
The aggregate redemption price payable by Crombie in respect of any Units
surrendered for redemption during any calendar month will be satisfied by way
of a cash payment in Canadian dollars within 30 days after the end of the
calendar month in which the Units were tendered for redemption, provided that
the entitlement of Unitholders to receive cash upon the redemption of their
Units is subject to the limitation that:
i. the total amount payable by Crombie in respect of such Units and all
other Units tendered for redemption, in the same calendar month must
not exceed $50 (provided that such limitation may be waived at the
discretion of the Trustees);
ii. at the time such Units are tendered for redemption, the outstanding
Units must be listed for trading on the TSX or traded or quoted on
any other stock exchange or market which the Trustees consider, in
their sole discretion, provides representative fair market value
prices for the Units;
iii. the normal trading of Units is not suspended or halted on any stock
exchange on which the Units are listed (or if not listed on a stock
exchange, in any market where the Units are quoted for trading) on
the Redemption Date or for more than five trading days during the
ten-day trading period commencing immediately after the Redemption
Date.
Crombie REIT Special Voting Units and Class B LP Units
On June 25, 2009, concurrently with the issuance of the Units, in
satisfaction of its pre-emptive right, ECL Developments Limited purchased
3,846,154 Class B LP Units and the attached Special Voting Units at a price of
$7.80 per Class B LP Unit for proceeds of $29,638 net of issue costs, on a
private placement basis.
The Declaration of Trust and the Exchange Agreement provide for the
issuance of voting non-participating Units (the "Special Voting Units") to the
holders of Class B LP Units used solely for providing voting rights
proportionate to the votes of Crombie's Units. The Special Voting Units are
not transferable separately from the Class B LP Units to which they are
attached and will be automatically transferred upon the transfer of such Class
B LP Unit. If the Class B LP Units are exchanged in accordance with the
Exchange Agreement, a like number of Special Voting Units will be redeemed and
cancelled for no consideration by Crombie.
The Class B LP Units issued by a subsidiary of Crombie to ECL Developments
Limited have economic and voting rights equivalent, in all material aspects,
to Crombie's Units. They are indirectly exchangeable on a one-for-one basis
for Crombie's Units at the option of the holder, under the terms of the
Exchange Agreement.
Each Class B LP Unit entitles the holder to receive distributions from
Crombie, pro rata with distributions made by Crombie on Units.
The Class B LP Units are accounted for as non-controlling interest.
Employee Unit Purchase Plan ("EUPP")
Crombie provides for unit purchase entitlements under the EUPP for certain
senior executives. Awards made under the EUPP will allow executives to
purchase units from treasury at the average daily high and low board lot
trading prices per unit on the TSX for the five trading days preceding the
issuance. Executives are provided non-recourse loans at 3% annual interest by
Crombie for the purpose of acquiring Units from treasury and the Units
purchased are held as collateral for the loan. The loan is repaid through the
application of the after-tax amounts of all distributions received on the
Units, as well as the after-tax portion of any Long-Term Incentive Plan
("LTIP") cash awards received, as payments on interest and principal. As at
June 30, 2009, there are loans receivable from executives of $1,505 under
Crombie's EUPP, representing 161,482 Units, which are classified as a
reduction of Unitholders' Equity. Loan repayments will result in a
corresponding increase in Unitholders' Equity. Market value of the Units at
June 30, 2009 was $1,316.
Earnings per Unit Computations
Basic net earnings per Unit is computed by dividing net earnings by the
weighted average number of Units outstanding during the period. Diluted
earnings per Unit is calculated on the assumption that all EUPP loans were
repaid at the beginning of the period. For all periods, the assumed exchange
of all Class B LP Units would not be dilutive. The convertible debentures are
anti-dilutive and have not been included in diluted net earnings per unit or
diluted weighted average number of units outstanding. As at June 30, 2009,
there are no other dilutive items.
14) PROPERTY REVENUE
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Rental revenue
contractually due from
tenants $48,277 $45,561 $99,012 $82,073
Straight-line rent
recognition 1,243 701 2,126 1,018
Below-market lease
amortization 2,145 1,814 4,290 3,000
Above-market lease
amortization (772) (762) (1,543) (1,515)
-------------------------------------------------
$50,893 $47,314 $103,885 $84,576
-------------------------------------------------
-------------------------------------------------
15) INTEREST
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Fixed rate mortgages $8,921 $5,763 $17,073 $11,338
Floating rate term,
revolving and demand
facilities 1,819 3,678 3,879 4,540
Convertible debentures 532 524 1,050 587
-------------------------------------------------
Interest expense 11,272 9,965 22,002 16,465
Amortization of fair
value debt adjustment 778 871 1,564 1,737
Interest paid on
discontinued operations - 89 - 178
Change in accrued interest 557 58 (86) (162)
Amortization of hedges (455) - (662) -
Amortization of deferred
financing charges (517) (323) (997) (477)
-------------------------------------------------
Interest paid $11,635 $10,660 $21,821 $17,741
-------------------------------------------------
-------------------------------------------------
16) FUTURE INCOME TAXES
On September 22, 2007, tax legislation Bill C-52, the Budget
Implementation Act, 2007 (the "Act") was passed into law. The Act related to
the federal income taxation of publicly traded income trusts and partnerships.
The Act subjects all existing income trusts, or specified investment
flow-through entities ("SIFTs"), to corporate tax rates beginning in 2011,
subject to an exemption for real estate investment trusts ("REITs"). A trust
that satisfies the criteria of a REIT throughout its taxation year will not be
subject to income tax in respect of distributions to its unitholders or be
subject to the restrictions on its growth that would apply to SIFTs.
Crombie's management and their advisors have completed an extensive review
of Crombie's organizational structure and operations to support Crombie's
assertion that it meets the REIT technical tests contained in the Act. The
relevant tests apply throughout the taxation year of Crombie and, as such, the
actual status of Crombie for any particular taxation year can only be
ascertained at the end of the year.
The future income tax liability of the wholly-owned corporate subsidiary
which is subject to income taxes consists of the following:
June 30, December 31,
2009 2008
------------------------------------------
Tax liabilities relating to
difference in tax and book
value $86,655 $86,060
Tax asset relating to non-
capital loss carry-forward (6,655) (6,260)
------------------------------------------
Future income tax liability $80,000 $79,800
------------------------------------------
------------------------------------------
The future income tax expense
consists of the following:
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Provision for income
taxes at the expected
rate $2,381 $2,698 $4,863 $4,569
Tax effect of income
attribution to Crombie's
unitholders (2,381) (1,997) (4,663) (3,468)
-------------------------------------------------
Income tax expense $Nil $701 $200 $1,101
-------------------------------------------------
-------------------------------------------------
17) CHANGE IN OTHER NON-CASH OPERATING ITEMS
Three Three Six Six
months months months months
ended ended ended ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-------------------------------------------------
Cash provided by (used Restated Restated
in): (Note 3) (Note 3)
Receivables $(1,116) $(1,247) $(339) $(920)
Prepaid expenses and
other assets (6,544) (5,378) (3,911) (4,272)
Payables and other
liabilities (1,709) 9,473 (12,395) 4,968
-------------------------------------------------
$(9,369) $2,848 $(16,645) $(224)
-------------------------------------------------
-------------------------------------------------
18) COMMITMENTS AND CONTINGENCIES
There are various claims and litigation, which Crombie is involved with,
arising out of the ordinary course of business operations. In the opinion of
management, any liability that would arise from such contingencies would not
have a significant adverse effect on these financial statements.
Crombie has agreed to indemnify its trustees and officers, and particular
employees in accordance with Crombie's policies. Crombie maintains insurance
policies that may provide coverage against certain claims.
Crombie has entered into a management cost sharing agreement with a
subsidiary of Empire Company Limited. Details of this agreement are described
in Note 19.
Crombie has land leases on certain properties. These leases have annual
payments of $969 per year over the next five years. The land leases have terms
of between 15.8 and 76.2 years remaining, including renewal options.
Crombie obtains letters of credit to support our obligations with respect
to construction work on our commercial properties and defeasing commercial
property debt. In connection with the defeasance of the discontinued
operations commercial property debt, Crombie has issued a standby letter of
credit in the amount of $1,715 in favour of the mortgage lender. In addition,
Crombie has $145 in standby letters of credit for construction work that is
being performed on its commercial properties. Crombie does not believe that
any of these standby letters of credit are likely to be drawn upon.
19) RELATED PARTY TRANSACTIONS
As at June 30, 2009, Empire Company Limited, through its wholly-owned
subsidiary ECL, holds a 47.4% indirect interest in Crombie. Crombie uses the
exchange amount as the measurement basis for the related party transactions.
For a period of five years commencing March 23, 2006, certain executive
management individuals and other employees of Crombie will provide general
management, financial, leasing, administrative, and other administration
support services to certain real estate subsidiaries of Empire Company Limited
on a cost sharing basis. The costs assumed by Empire Company Limited pursuant
to the agreement during the three months ended and six months ended June 30,
2009 were $278 and $575 (three months ended and six months ended June 30, 2008
- $386 and $841 respectively) and were netted against general and
administrative expenses owing by Crombie to Empire Company Limited.
For a period of five years, commencing March 23, 2006, certain on-site
maintenance and management employees of Crombie will provide property
management services to certain real estate subsidiaries of Empire Company
Limited on a cost sharing basis. In addition, for various periods, ECL has an
obligation to provide rental income and interest rate subsidies. The costs
assumed by Empire Company Limited pursuant to the agreement during the three
months ended and six months ended June 30, 2009 were $273 and $649 (three
months ended and six months ended June 30, 2008 - $484 and $1,173
respectively) and was netted against property expenses owing by Crombie to
Empire Company Limited. The head lease subsidy during the three months ended
and six months ended June 30, 2009 were $154 and $404 (three months ended and
six months ended June 30, 2008 - $231 and $629 respectively).
Crombie also earned rental revenue of $18,650 for the three months ended
June 30, 2009 and $33,210 for the six months ended June 30, 2009 (three months
ended and six months ended June 30, 2008 - $13,135 and $19,497 respectively)
from Sobeys Inc., Empire Theatres and ASC Commercial Leasing Limited ("ASC").
These companies were all subsidiaries of Empire Company Limited until
September 8, 2008 when ASC was sold. Property revenue from ASC is included in
this note disclosure until the sale date.
Empire Company Limited has provided Crombie with a $13,800 floating rate
demand credit facility on substantially the same terms and conditions that
govern the floating rate revolving credit facility. During the first quarter
of 2009, $10,000 outstanding at December 31, 2008 was repaid to the demand
credit facility. As at June 30, 2009, Crombie had $Nil drawn against the
floating rate revolving credit facility (December 31, 2008 - $10,000).
On June 1, 2009, Crombie acquired 1.1 acres of land adjacent to the Avalon
Mall, Newfoundland and Labrador, for $3,527 plus additional closing costs from
ECL General Partner Limited, an affiliate of Empire Company Limited. ECL
General Partner Limited provided debt of $3,527 at a fixed rate of 8.00% and a
term of 20 years.
On June 25, 2009, concurrent with the public offering, in satisfaction of
its pre-emptive rights, ECL Developments Limited purchased $30,000 of Class B
LP Units and the attached Special Voting Units, on a private-placement basis.
20) FINANCIAL INSTRUMENTS
a) Fair value of financial instruments
The fair value of a financial instrument is the estimated amount that
Crombie would receive or pay to settle the financial assets and financial
liabilities as at the reporting date.
Crombie has classified its financial instruments in the following
categories:
i. Held for trading - Restricted cash and cash and cash equivalents
ii. Held to maturity investments - Assets related to discontinued
operations
iii. Loans and receivables - Notes receivable and accounts receivable
iv. Other financial liabilities - Commercial property debt, liabilities
related to discontinued operations, convertible debentures, tenant
improvements and capital expenditures payable, property operating
costs payable and interest payable
The book value of cash and cash equivalents, restricted cash, receivables,
payables and accruals approximate fair values at the balance sheet date.
The fair value of other financial instruments is based upon discounted
future cash flows using discount rates that reflect current market conditions
for instruments with similar terms and risks. Such fair value estimates are
not necessarily indicative of the amounts Crombie might pay or receive in
actual market transactions.
The following table summarizes the carrying value (excluding deferred
financing charges) and fair value of those financial instruments which have a
fair value different from their book value at the balance sheet date.
June 30, 2009 December 31, 2008
-------------------------------------------------
Carrying Fair Carrying Fair
Value Value Value Value
-------------------------------------------------
Assets related to
discontinued operations $7,054 $7,192 $7,184 $7,477
-------------------------------------------------
-------------------------------------------------
Commercial property debt $765,913 $755,367 $814,194 $812,488
-------------------------------------------------
-------------------------------------------------
Convertible debentures $30,000 $30,075 $30,000 $25,950
-------------------------------------------------
-------------------------------------------------
Liabilities related to
discontinued
operations $6,411 $6,370 $6,487 $6,599
-------------------------------------------------
-------------------------------------------------
The following summarizes the significant methods and assumptions used in
estimating the fair values of the financial instruments reflected in the above
table:
Assets related to discontinued operations: The fair value of the bonds and
treasury bills are based on market trading prices at the reporting date.
Commercial property debt and liabilities related to discontinued
operations: The fair value of Crombie's commercial property debt and
liabilities related to discontinued operations is estimated based on the
present value of future payments, discounted at the yield on a Government of
Canada bond with the nearest maturity date to the underlying debt, plus an
estimated credit spread at the reporting date.
Convertible debentures: The fair value of the convertible debentures is
estimated based on the market trading prices, at the reporting date, of the
convertible debentures.
b) Risk management
In the normal course of business, Crombie is exposed to a number of
financial risks that can affect its operating performance. These risks, and
the action taken to manage them, are as follows:
Credit risk
Credit risk arises from the possibility that tenants may experience
financial difficulty and be unable to fulfill their lease commitments.
Crombie's credit risk is limited to the recorded amount of tenant receivables.
An allowance for doubtful accounts is taken for all anticipated problem
accounts (see Note 7).
Crombie mitigates credit risk by geographical diversification, utilizing
staggered lease maturities, diversifying both its tenant mix and asset mix and
conducting credit assessments for new and renewing tenants. As at June 30,
2009;
- Excluding Sobeys (which accounts for 33.0% of Crombie's minimum rent),
no other tenant accounts for more than 2.2% of Crombie's minimum rent,
and
- Over the next five years, no more than 9.3% of the gross leaseable area
of Crombie will expire in any one year.
As outlined in Note 19, Crombie earned rental revenue of $18,650 for the
three months ended June 30, 2009 and $33,210 for the six months ended June 30,
2009 (three months ended and six months ended June 30, 2008 - $13,135 and
$19,497 respectively) from subsidiaries of Empire Company Limited.
Interest rate risk
Interest rate risk is the potential for financial loss arising from
increases in interest rates. Crombie mitigates interest rate risk by utilizing
staggered debt maturities, limiting the use of permanent floating rate debt
and utilizing interest rate swap agreements. As at June 30, 2009:
- Crombie's weighted average term to maturity of the fixed rate mortgages
was 5.8 years, and
- Crombie's exposure to floating rate debt, including the impact of the
fixed rate swap agreements discussed below, was 20.0% of the total
commercial property debt. Excluding the floating rate term facility,
which is to be replaced with permanent fixed rate financing during the
next two years, the exposure to floating rate debt is 2.1%.
From time to time, Crombie has entered into interest rate swap agreements
to manage the interest rate profile of its current or future debts without an
exchange of the underlying principal amount. Recent turmoil in the financial
markets has materially affected interest swap rates. This effect was
especially pronounced during the fourth quarter of 2008 and the first quarter
of 2009. The interest swap rates are based on Canadian bond yields, plus a
premium, called the swap spread, which reflects the risk of trading with a
private counterparty as opposed to the Canadian government. During the fourth
quarter 2008, the swap spread turned negative and remained negative throughout
the first quarter of 2009. While the swap spreads turned positive during the
second quarter of 2009, they still remain below historical average values. The
effect of the abnormally low swap spreads, combined with the decline in the
Canadian bond yields has resulted in a significant deterioration of the
mark-to-market values for the interest rate swap agreements. At June 30, 2009,
the mark-to-market exposure on the interest rate swap agreements was
approximately $31,831. There is no immediate cash impact from the
mark-to-market adjustment. The unfavourable difference in the mark-to-market
amount of these interest rate swap agreements is reflected in other
comprehensive income (loss) rather than net income as the swaps are all
designated and effective hedges. The breakdown of the swaps in place as part
of the interest rate management program, and their associated mark-to-market
amounts are as follows:
- Crombie has entered into a fixed interest rate swap to fix the amount
of interest to be paid on $50,000 of the revolving credit facility. The
fair value of the fixed interest rate swap at June 30, 2009, had an
unfavourable mark-to-market exposure of $3,674 (June 30, 2008 -
unfavourable $957) compared to its face value. The change in this
amount has been recognized in other comprehensive income (loss). The
mark-to-market amount of fixed interest rate swaps reduce to $Nil upon
maturity of the swaps.
- Crombie has entered into a number of delayed interest rate swap
agreements of a notional amount of $100,334 (June 30, 2008 - $118,689)
with settlement dates between February 1, 2010 and July 2, 2011,
maturing between February 1, 2019 and July 2, 2021 to mitigate exposure
to interest rate increases for mortgages maturing in 2010 and 2011. The
fair value of these delayed interest rate swap agreements had an
unfavourable mark-to-market exposure of $12,774 compared to the face
value June 30, 2009 (June 30, 2008 - unfavourable $8,468). The change
in these amounts has been recognized in other comprehensive income
(loss).
- In relation to the acquisition of a portfolio of 61 retail properties
from subsidiaries of Empire Company Limited, Crombie has entered into a
number of delayed interest rate swap agreements of a notional amount of
$138,000 (June 30, 2008 - $280,000) with a settlement date of August 1,
2009 to mitigate exposure to interest rate increases prior to replacing
the floating rate term facility with long-term financing. The fair
value of these agreements had an unfavourable mark-to-market exposure
of $15,383 compared to their face value on June 30, 2009 (June 30,
2008 - $1,782). The change in these amounts has been recognized in
other comprehensive income (loss).
During the first quarter of 2009, Crombie settled an interest rate swap
agreement related to a notional amount of $42,000 for a settlement amount of
$4,535. This settlement amount has been recognized in other comprehensive
income (loss) since the inception of the interest rate swap agreements. This
loss will be reclassified to interest expense using the effective interest
rate method.
Crombie estimates that $897 of other comprehensive income (loss) will be
reclassified to interest expense during the remaining two quarters of 2009
based on interest rate swap agreements settled to June 30, 2009.
A fluctuation in interest rates would have an impact on Crombie's net
earnings and other comprehensive income (loss) items. Based on the previous
year's rate changes, a 0.5% interest rate change would reasonably be
considered possible. The changes would have had the following impact:
Three months ended Three months ended
June 30, 2009 June 30, 2008
-----------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on net income of
interest rate changes on
the floating rate
revolving credit
facility $(244) $244 $(340) $340
-------------------------------------------------------------------------
Six months ended Six months ended
June 30, 2009 June 30, 2008
-----------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on net income of
interest rate changes on
the floating rate
revolving credit
facility $(514) $514 $(365) $365
-------------------------------------------------------------------------
June 30, 2009 June 30, 2008
-----------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on other
comprehensive income and
non-controlling interest
items due to changes in
fair value of derivatives
designated as a cash flow
hedge $8,764 $(9,151) $13,129 $(13,735)
-------------------------------------------------------------------------
Crombie does not enter into these interest rate swap transactions on a
speculative basis. Crombie is prohibited by its Declaration of Trust in
purchasing, selling or trading in interest rate future contracts other than
for hedging purposes.
Liquidity risk
The real estate industry is highly capital intensive. Liquidity risk is
the risk that Crombie may not have access to sufficient debt and equity
capital to fund the growth program and/or refinance the debt obligations as
they mature.
Cash flow generated from operating the property portfolio represents the
primary source of liquidity used to service the interest on debt, fund general
and administrative expenses, reinvest into the portfolio through capital
expenditures, as well as fund tenant improvement costs and make distributions
to Unitholders. Debt repayment requirements are primarily funded from
refinancing Crombie's maturing debt obligations. Property acquisition funding
requirements are funded through a combination of accessing the debt and equity
capital markets.
There is a risk that the debt capital markets may not refinance maturing
debt on terms and conditions acceptable to Crombie or at any terms at all.
Crombie seeks to mitigate this risk by staggering the debt maturity dates (see
Note 8). There is also a risk that the equity capital markets may not be
receptive to an equity issue from Crombie with financial terms acceptable to
Crombie. As discussed in Note 22, Crombie mitigates its exposure to liquidity
risk utilizing a conservative approach to capital management.
Access to the revolving credit facility is also limited to the amount
utilized under the facility, plus any negative mark-to-market position on the
interest rate swap agreements, not exceeding the security provided by Crombie.
The mark-to-market adjustment on the interest rate swap agreements reached an
out-of-the-money position of approximately $31,831 at June 30, 2009. The
deterioration in the mark-to-market position may have the impact of reducing
Crombie's available credit in the revolving credit facility.
Crombie has secured a $13,800 floating rate demand credit facility with
Empire Company Limited under essentially the same terms and conditions that
govern the revolving credit facility. This demand facility has been put in
place to ensure Crombie maintains adequate liquidity in order to fund its
daily operating activities while the volatility in the financial markets
continues, while also mitigating the risk of Crombie not being in compliance
with covenants under the revolving credit facility.
Crombie has no mortgages maturing in fiscal 2009 and during the second
quarter of 2009 completed the extension of the floating rate term facility the
original maturity date of October 2009 to May 2011.
21) ASSET HELD FOR SALE AND DISCONTINUED OPERATIONS
(a) During the second quarter of 2008, Crombie and a potential purchaser
signed a purchase and sale agreement for a commercial property. The purchase
and sale agreement closed on October 24, 2008.
(b) During the fourth quarter of 2008, Crombie defeased the mortgage
associated with the discontinued operations. The transaction did not qualify
for defeasance accounting, therefore the defeased loan and related asset have
not been removed from the balance sheet. The defeased loan is payable in
monthly payments of $42 and bears interest at 5.46%, was originally amortized
over 25 years and is due April 1, 2014. Crombie purchased Government of Canada
bonds and treasury bills and Canada mortgage bonds and pledged them as
security to the mortgage company. The bonds mature between January 22, 2009
and September 15, 2013, have a weighted average interest rate of 3.65% and
have been placed in escrow. The assets and liabilities related to discontinued
operations are measured at amortized cost using the effective interest rate
method, until April 1, 2014 at which time the debt will be extinguished.
The following tables set forth the balance sheets associated with the
income property classified as held for sale as at June 30, 2009 and December
31, 2008 and the statements of income for the property held for sale for the
three months ended and six months ended June 30, 2009 and June 30, 2008.
Balance Sheets
June 30, December 31,
2009 2008
-------------------------------
Assets
Assets related to discontinued
operations $7,054 $7,184
Liabilities
Accounts payable and accrued liabilities - 30
Liabilities related to discontinued
operations 6,411 6,487
-------------------------------
6,411 6,517
-------------------------------
Net investment in asset held for sale $643 $667
-------------------------------
-------------------------------
Statements of Income
Three Three Six Six
Months Months Months Months
Ended Ended Ended Ended
June 30, June 30, June 30, June 30,
2009 2008 2009 2008
-----------------------------------------------
Property revenue
Rental revenue
contractually due
from tenants $- $608 $- $1,417
Straight-line rent
recognition - 2 - 3
Below-market lease
amortization - 5 - 9
Above-market lease
amortization - (17) - (34)
-----------------------------------------------
- 598 - 1,395
-----------------------------------------------
Expenses
Property expenses - 312 - 679
Interest - 89 - 178
Depreciation of
commercial properties - 23 - 58
Amortization of tenant
improvements/lease costs - 9 - 23
Amortization of
intangible assets - 29 - 58
-----------------------------------------------
- 462 - 996
-----------------------------------------------
Income from discontinued
operations $- $136 $- $399
-----------------------------------------------
-----------------------------------------------
22) CAPITAL MANAGEMENT
Crombie's objective when managing capital on a long-term basis is to
maintain overall indebtedness in the range of 50% to 55% of gross book value
(as defined in the credit facility agreement), utilize staggered debt
maturities, minimize long-term exposure to floating rate debt and maintain
conservative payout ratios. Crombie's capital structure consists of the
following:
June 30, December 31,
2009 2008
-------------------------------
Restated
(Note 3)
Commercial property debt $759,223 $808,971
Convertible debentures 29,090 28,968
Non-controlling interest 233,292 199,163
Unitholders' equity 255,475 215,558
-------------------------------
$1,277,080 $1,252,660
-------------------------------
-------------------------------
At a minimum, Crombie's capital structure is managed to ensure that it
complies with the restrictions pursuant to Crombie's Declaration of Trust, the
criteria contained in the Income Tax Act (Canada) in regard to the definition
of a REIT and existing debt covenants. Some of the restrictions pursuant to
Crombie's Declaration of Trust would include, among other items:
- A restriction that Crombie shall not incur indebtedness (other than by
the assumption of existing indebtedness) where the indebtedness would
exceed 75% of the market value of the individual property; and
- A restriction that Crombie shall not incur indebtedness of more than
60% of gross book value (65% including any convertible debentures)
Crombie's debt to gross book ratio as defined in Crombie's Declaration of
Trust is as follows:
June 30, December 31,
2009 2008
-------------------------------
Restated
(Note 3)
Mortgages payable $564,101 $531,970
Convertible debentures 30,000 30,000
Term facility 139,000 178,824
Revolving credit facility 62,812 93,400
Demand credit facility - 10,000
-------------------------------
Total debt outstanding 795,913 844,194
Less: Applicable fair value debt
adjustment (9,256) (10,818)
-------------------------------
Debt $786,657 $833,376
-------------------------------
-------------------------------
Total assets $1,470,474 $1,483,219
Add:
Deferred financing charges 7,600 6,255
Accumulated depreciation of commercial
properties 57,715 45,865
Accumulated amortization of intangible
assets 66,492 53,505
Less:
Assets held related to discontinued
operations (7,054) (7,184)
Interest rate subsidy (9,256) (10,818)
Fair value adjustment to future taxes (39,245) (39,245)
-------------------------------
Gross book value $1,546,726 $1,531,597
-------------------------------
-------------------------------
Debt to gross book value 50.9% 54.4%
-------------------------------
-------------------------------
Under the amended terms governing the revolving credit facility Crombie is
entitled to borrow a maximum of 70% of the fair market value of assets subject
to a first security position and 60% of the excess fair market value over
first mortgage financing of assets subject to a second security position or a
negative pledge. The terms of the revolving credit facility also require that
Crombie must maintain certain covenants:
- annualized net operating income for the prescribed properties must be a
minimum of 1.4 times the coverage of the related annualized debt
service requirements;
- annualized net operating income on all properties must be a minimum of
1.4 times the coverage of all annualized debt service requirements;
- access to the revolving credit facility is limited by the amount
utilized under the facility, and any negative mark-to-market position
on the interest rate swap agreements, not to exceed the security
provided by Crombie; and
- distributions to Unitholders are limited to 100% of Distributable
Income as defined in the revolving credit facility.
The revolving credit facility also contains a covenant that ECL
Developments Limited must maintain a minimum 40% voting interest in Crombie.
If ECL Developments Limited reduces its voting interest below this level,
Crombie will be required to renegotiate the revolving credit facility or
obtain alternative financing. Pursuant to an exchange agreement and while such
covenant remains in place, ECL Developments Limited will be required to give
Crombie at least six months' prior written notice of its intention to reduce
its voting interest below 40%.
As at June 30, 2009, Crombie is in compliance with all externally imposed
capital requirements and all covenants relating to its debt facilities.
23) EMPLOYEE FUTURE BENEFITS
Crombie has a number of defined benefit and defined contribution plans
providing pension and other retirement benefits to most of its employees.
Defined contribution pension plans
The contributions required by the employee and the employer are specified.
The employee's pension depends on what level of retirement income (for
example, annuity purchase) that can be achieved with the combined total of
employee and employer contributions and investment income over the period of
plan membership, and the annuity purchase rates at the time of the employee's
retirement. During the second quarter of 2009, Crombie announced the
retirement of its Chief Executive Officer. As a result of this announcement,
an adjustment of $1,180 was made to the employee future benefit obligation to
recognize service costs and interest costs.
Defined benefit pension plans
The ultimate retirement benefit is defined by a formula that provides a
unit of benefit for each year of service. Employee contributions, if required,
pay for part of the cost of the benefit, and the employer contributions fund
the balance. The employer contributions are not specified or defined within
the plan text. They are based on the result of actuarial valuations which
determine the level of funding required to meet the total obligation as
estimated at the time of the valuation. The defined benefit plans are
unfunded.
The total defined benefit cost related to pension plans and post
retirement benefit plans for the three months ended and six months ended June
30, 2009 were $70 and $145 (three months ended and six months ended June 30,
2008 - $95 and $191 respectively).
The compensation expense related to the EUPP during the three months ended
and six months ended June 30, 2009 were $12 and $23 (three months ended and
six months ended June 30, 2008 - $11 and $20 respectively).
24) SUBSEQUENT EVENT
On July 22, 2009, Crombie declared distributions of 7.417 cents per unit
for the period from July 1, 2009 to and including, July 31, 2009. The
distribution will be payable on August 17, 2009 to Unitholders of record as at
July 31, 2009.
25) SEGMENT DISCLOSURE
Crombie owns and operates primarily retail real estate assets located in
Canada. Management, in measuring Crombie's performance or making operating
decisions, does not distinguish or group its operations on a geographical or
other basis. Accordingly, Crombie has a single reportable segment for
disclosure purposes in accordance with GAAP.
26) COMPARATIVE FIGURES
Comparative figures have been reclassified, where necessary, to reflect
the current period's presentation.
Management Discussion and Analysis
(In thousands of dollars, except per unit amounts)
The following is Management's Discussion and Analysis ("MD&A") of the
consolidated financial condition and results of operations of Crombie Real
Estate Investment Trust ("Crombie") for the quarter and year-to-date ended
June 30, 2009, with a comparison to the financial condition and results of
operations for the comparable period in 2008.
This MD&A should be read in conjunction with Crombie's interim
consolidated financial statements and accompanying notes for the period ended
June 30, 2009, and the audited consolidated financial statements and
accompanying notes for the year ended December 31, 2008 and the related MD&A.
Information about Crombie can be found on SEDAR at www.sedar.com.
FORWARD-LOOKING INFORMATION
This MD&A contains forward-looking statements that reflect the current
expectations of management of Crombie about Crombie's future results,
performance, achievements, prospects and opportunities. Wherever possible,
words such as "may", "will", "estimate", "anticipate", "believe", "expect",
"intend" and similar expressions have been used to identify these
forward-looking statements. These statements reflect current beliefs and are
based on information currently available to management of Crombie.
Forward-looking statements necessarily involve known and unknown risks and
uncertainties. A number of factors, including those discussed under "Risk
Management" could cause actual results, performance, achievements, prospects
or opportunities to differ materially from the results discussed or implied in
the forward-looking statements. These factors should be considered carefully
and a reader should not place undue reliance on the forward-looking
statements. There can be no assurance that the expectations of management of
Crombie will prove to be correct.
In particular, certain statements in this document discuss Crombie's
anticipated outlook of future events. These statements include, but are not
limited to:
(i) the development of new properties under a development agreement, which
development activities are undertaken by a related party and thus are not
under the direct control of Crombie and whose activities could be impacted by
real estate market cycles, the availability of labour and general economic
conditions;
(ii) the acquisition of accretive properties and the anticipated extent of
the accretion of any acquisitions, which could be impacted by demand for
properties and the effect that demand has on acquisition capitalization rates
and changes in interest rates;
(iii) reinvesting to make improvements to existing properties, which could
be impacted by the availability of labour and capital resource allocation
decisions;
(iv) generating improved rental income and occupancy levels, which could
be impacted by changes in demand for Crombie's properties, tenant
bankruptcies, the effects of general economic conditions and supply of
competitive locations in proximity to Crombie locations;
(v) overall indebtedness levels, which could be impacted by the level of
acquisition activity Crombie is able to achieve and future financing
opportunities;
(vi) tax exempt status, which can be impacted by regulatory changes
enacted by governmental authorities;
(vii) anticipated subsidy payments from ECL Developments Limited ("ECL"),
which are dependent on tenant leasing and construction activity;
(viii) anticipated distributions and payout ratios, which could be
impacted by seasonality of capital expenditures, results of operations and
capital resource allocation decisions;
(ix) the effect that any contingencies would have on Crombie's financial
statements;
(x) the continued investment in training and resources throughout the
international financial reporting standards transition;
(xi) the assumed estimated impact per unit upon future settlement of the
interest rate swap agreements which may be impacted by changes in Canadian
bond yields and swap spreads, as well as the timing and type of financing
available and the related amortization period thereon; and
(xii) estimated losses on derivatives that will be reclassified to
interest expenses during the remaining two quarters of 2009.
Readers are cautioned that such forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from these statements. Crombie can give no assurance that actual
results will be consistent with these forward-looking statements.
NON-GAAP FINANCIAL MEASURES
There are financial measures included in this MD&A that do not have a
standardized meaning under Canadian generally accepted accounting principles
("GAAP") as prescribed by the Canadian Institute of Chartered Accountants.
These measures are property net operating income ("NOI"), adjusted funds from
operations ("AFFO"), debt to gross book value, funds from operations ("FFO")
and earnings before interest, taxes, depreciation and amortization ("EBITDA").
Management includes these measures because it believes certain investors use
these measures as a means of assessing relative financial performance.
INTRODUCTION
Financial and Operational Summary
-------------------------------------------------------------------------
Quarter Quarter Six Months Six Months
(in thousands of dollars, Ended Ended Ended Ended
except per unit amounts June 30, June 30, June 30, June 30,
and as otherwise noted) 2009 2008 2009 2008
-------------------------------------------------------------------------
Property revenue $50,893 $47,314 $103,885 $84,576
Net income $4,128 $3,839 $8,320 $6,622
Basic and diluted net
income per unit $0.15 $0.15 $0.30 $0.28
-------------------------------------------------------------------------
FFO $18,717 $18,812 $39,456 $32,651
FFO per unit(1) $0.35 $0.38 $0.75 $0.71
FFO payout ratio (%) 65.7% 63.1% 60.7% 63.5%
AFFO $14,069 $11,916 $30,095 $20,012
AFFO per unit(1) $0.27 $0.24 $0.57 $0.44
AFFO payout ratio (%) 87.4% 99.7% 79.6% 103.7%
-------------------------------------------------------------------------
June 30, June 30,
2009 2008
-------------------------------------------------------------------------
Debt to gross book
value(2) 50.9% 55.0%
Total assets $1,470,474 $1,501,754
Total commercial
property debt and
convertible debentures $788,313 $828,259
-------------------------------------------------------------------------
(1) FFO and AFFO per unit are calculated by FFO or AFFO, as the case may
be, divided by the diluted weighted average of the total Units and
Special Voting Units outstanding of 52,959,049 for the quarter ended
June 30, 2009 and 49,954,256 for the quarter ended June 30, 2008,
52,656,935 for the six months ended June 30, 2009 and 45,841,408 for
the six months ended June 30, 2008.
(2) See "Borrowing Capacity and Debt Covenants" for detailed calculation.
Overview of the Business and Recent Developments
Crombie is an unincorporated, open-ended real estate investment trust established pursuant to a Declaration of Trust dated January 1, 2006, as amended and restated (the "Declaration of Trust") under, and governed by, the laws of the Province of Ontario. The units of Crombie trade on the Toronto Stock Exchange under the symbol CRR.UN.
Crombie invests in income-producing retail, office and mixed-use properties in Canada, with a future growth strategy focused primarily on the acquisition of retail properties. At June 30, 2009, Crombie owned a portfolio of 113 commercial properties in seven provinces, comprising approximately 11.2 million square feet of gross leaseable area ("GLA").
On April 22, 2008, Crombie closed an acquisition of a 61 retail property portfolio representing approximately 3.3 million square feet of GLA (the "Portfolio Acquisition") from certain affiliates of Empire Company Limited ("Empire Subsidiaries"). The cost of the Portfolio Acquisition to Crombie was $428,500, excluding closing and transaction costs. The portfolio consists of 40 single-use freestanding Sobeys grocery stores of various Sobeys banners, 20 Sobeys anchored retail strip centres and one Sobeys anchored partially enclosed centre. The GLA of the portfolio is as follows: Atlantic Canada - 78%; Quebec - 7%; and Ontario - 15%.
In order to partially finance the Portfolio Acquisition, on March 20, 2008, Crombie completed a public offering of 5,727,750 subscription receipts, including the over-allotment option, at a price of $11.00 per subscription receipt (each subscription receipt converted into one Unit of Crombie upon closing) and $30,000 of convertible extendible unsecured subordinated debentures (the "Debentures") for aggregate gross proceeds of $93,005.
Empire Subsidiaries took $55,000 of the purchase price in Class B LP Units of Crombie Limited Partnership at the $11.00 offering price.
The remainder of the purchase price was satisfied with a $280,000, 18 month floating rate term financing ("Term Facility") and a draw on Crombie's revolving credit facility. On September 30, 2008, Crombie completed a refinancing of $100,000 of the Term Facility with fixed rate mortgages. On February 12, 2009, Crombie completed mortgage refinancing on an additional $39,000 of the Term Facility (see "Commercial Property Debt"). On June 4, 2009, Crombie extended the Term Facility with a syndicate of seven Canadian chartered banks. The maturity date of the Term Facility was extended to May 2011 and is secured by 30 properties purchased as part of the Portfolio Acquisition.
On October 24, 2008, Crombie completed the sale of West End Mall in Halifax, Nova Scotia. Under GAAP, the financial position and operating results have been reclassified on the financial statements for Crombie as assets and liabilities related to discontinued operations on a retroactive basis. The operating results tables in this MD&A also reflect the sale of the property on Crombie's results.
On June 25, 2009, Crombie closed a public offering of 4,725,000 Units, including the underwriters' over-allotment option Units, at a price of $7.80 per Unit for gross proceeds of $36,855. Concurrent with the public offering, in satisfaction of its pre-emptive right, ECL purchased $30,000 of Class B LP Units and the attached Special Voting Units, on a private-placement basis, at the $7.80 offering price. Empire Company Limited ("Empire"), through ECL, holds a 47.4% economic and voting interest in Crombie as of June 30, 2009.
Business Strategy and Outlook
The objectives of Crombie are threefold:
1. Generate reliable and growing cash distributions;
2. Enhance the value of Crombie's assets and maximize long-term unit
value through active management; and
3. Expand the asset base of Crombie and increase its cash available for
distribution through accretive acquisitions.
Generate reliable and growing cash distributions: Management focuses on
improving both the same-asset results while expanding the asset base with
accretive acquisitions to grow the cash distributions to unitholders. As at
June 30, 2009, after just over three years of operations, Crombie has
increased its distributions by 11.25% while achieving its annual AFFO payout
ratio targets.
Enhance value of Crombie's assets: Crombie anticipates reinvesting
approximately 3% to 5% of its property revenue each year into its properties
to maintain their productive capacity and thus overall value.
Crombie's internal growth strategy focuses on generating greater rental
income from its existing properties. Crombie plans to achieve this by
strengthening its asset base through judicious expansion and improvement of
existing properties, leasing vacant space at competitive market rates with the
lowest possible transaction costs, and maintaining good relations with
tenants. Management will continue to conduct regular reviews of properties
and, based on its experience and market knowledge, will assess ongoing
opportunities within the portfolio.
Expand asset base with accretive acquisitions: Crombie's external growth
strategy focuses primarily on acquisitions of income-producing retail
properties. Crombie pursues two sources of acquisitions which are third party
acquisitions and the relationship with ECL. All acquisitions completed to date
have been purchased at costs which ensure they will be immediately accretive
to cash available for distribution. The relationship with ECL includes
currently owned and future development properties, as well as opportunities
through the rights of first refusal that one of Empire's subsidiaries has
negotiated in many of their leases. Crombie will seek to identify future
property acquisitions using investment criteria that focus on the strength of
anchor tenancies, market demographics, terms of tenancies, proportion of
revenue from national tenants, opportunities for expansion, security of cash
flow, potential for capital appreciation and potential for increasing value
through more efficient management of the assets being acquired, including
expansion and repositioning.
Crombie plans to work closely with ECL to identify development
opportunities that further Crombie's external growth strategy. The
relationship is governed by a development agreement described in the Material
Contracts section of Crombie's Annual Information Form for the year ended
December 31, 2008. Through this relationship, Crombie expects to have the
benefits associated with development while limiting its exposure to the
inherent risks of development, such as real estate market cycles, cost
overruns, labour disputes, construction delays and unpredictable general
economic conditions. The development agreement will also enable Crombie to
avoid the uncertainties associated with property development, including paying
the carrying costs of land, securing construction financing, obtaining
development approvals, managing construction projects, marketing in advance of
and during construction and earning no return during the construction period.
The development agreement provides Crombie with a preferential right to
acquire retail properties developed by ECL, subject to approval by the
independent trustees. The history of the relationship between Crombie and ECL
continues to provide promising opportunities for growth through future
development opportunities on both new and existing sites in Crombie's
portfolio.
ECL currently owns approximately 1.7 million square feet in 18 development
properties that can be offered to Crombie on a preferential right through the
development agreement when the properties are sufficiently developed to meet
Crombie's acquisition criteria. The properties are primarily retail plazas and
approximately 50% of the GLA of the 18 properties is located outside of
Atlantic Canada. These properties are anticipated to be made available to
Crombie over the next five years.
Business Environment
The global economic recession has included credit markets experiencing a
dramatic reduction in liquidity. As the credit crisis deepened during the
second half of 2008, both the ability and willingness of financial
institutions to lend money was greatly reduced as financial institutions
became increasingly risk adverse. This reduced credit availability continues
to be a major risk to the capital intensive real estate investment trust
("REIT") business environment. Due to the economic and credit markets
situation, Crombie has taken a cautious approach with respect to liquidity and
capital resources during the first six months of 2009.
The turmoil in the financial markets also caused bond yields to materially
decline and dramatically reduced interest rate swap spreads during the fourth
quarter of 2008 and continuing through the first six months of 2009. While the
swap spreads turned positive in the second quarter of 2009, they still remain
below historical average levels. This has resulted in a significant
deterioration of the mark-to-market values for the interest rate swap
agreements Crombie has entered into to hedge its exposure to potential
increases in Canadian bond yields associated with future debt issuances. The
impact is more fully explained under the "Borrowing Capacity and Debt
Covenants" and "Risk Management" sections of this MD&A.
In light of the widening credit spreads and a limited liquidity credit
environment, capitalization rates have begun to expand. While higher
capitalization rates normally make acquisition opportunities more affordable,
the higher cost of capital caused by the tightening credit markets and the
higher yield on Crombie's equity makes it very challenging to source accretive
acquisitions. Crombie only intends to pursue acquisitions that provide an
acceptable return, including any acquisitions that may result from the
relationship between Crombie and ECL.
In terms of occupancy rates, while both the retail and office markets
where Crombie has a prominent presence remain relatively stable, the business
environment outlook remains pessimistic, influenced by the continuing
recession in the U.S. and Canadian economies. One offsetting factor to the
economic slowdown is that many of Crombie's retail locations are anchored by
food stores, which typically are less affected by swings in consumer spending.
2009 SECOND QUARTER HIGHLIGHTS
- Crombie completed the syndication and extension of the Term Facility to
May 2011.
- Crombie completed a public offering of Units for gross proceeds of
$36,855 and a private placement of Class B LP Units for gross proceeds
of $30,000 on June 25, 2009.
- Crombie completed leasing activity on approximately 67% of its 2009
expiring leases as at June 30, 2009.
- Occupancy for the properties was 94.1% at June 30, 2009 compared with
94.2% at March 31, 2009.
- Property revenue for the quarter ended June 30, 2009 increased by
$3,579, or 7.6%, to $50,893 compared to $47,314 for the quarter ended
June 30, 2008.
- Same-asset NOI for the second quarter of 2009 of $22,239 decreased by
$389 or 1.7%, compared to $22,628 for the quarter ended June 30, 2008.
- The FFO payout ratio for the six months ended June 30, 2009 was 60.7%
which was favourable to the target annual payout ratio of 70% and
favourable to the payout ratio of 63.5% for the same period in 2008.
- The AFFO payout ratio for the six months ended June 30, 2009 was 79.6%
which was favourable to the target annual AFFO payout ratio of 95% and
was favourable to the payout ratio of 103.7% for the same period in
2008.
- Debt to gross book value decreased to 50.9% at June 30, 2009 compared
to 54.8% at March 31, 2009.
- Crombie's interest service coverage ratio for the first six months of
2009 was 2.79 times EBITDA and debt service coverage ratio was 1.96
times EBITDA, compared to 2.94 times EBITDA and 2.04 times EBITDA,
respectively, for the same period in 2008.
OVERVIEW OF THE PROPERTY PORTFOLIO
Property Profile
At June 30, 2009 the property portfolio consisted of 113 commercial properties that contain approximately 11.2 million square feet of GLA. The properties are located in seven provinces: Nova Scotia, New Brunswick, Newfoundland and Labrador, Prince Edward Island, Ontario, Quebec and Saskatchewan.
As at June 30, 2009, the portfolio distribution of the GLA by province was as follows:
-------------------------------------------------------------------------
Number % of
of Annual
Proper- GLA % of Minimum
Province ties (sq. ft.) GLA Rent Occupancy(1)
-------------------------------------------------------------------------
Nova Scotia 41 5,065,000 45.3% 41.2% 94.6%
Ontario 22 1,646,000 14.7% 16.9% 95.3%
New Brunswick 20 1,647,000 14.7% 12.4% 88.6%
Newfoundland and
Labrador 13 1,468,000 13.1% 17.0% 94.2%
Quebec 13 825,000 7.4% 7.9% 99.6%
Prince Edward
Island 3 385,000 3.4% 3.1% 91.3%
Saskatchewan 1 160,000 1.4% 1.5% 97.8%
-------------------------------------------------------------------------
Total 113 11,196,000 100.0% 100.0% 94.1%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) For purposes of calculating occupancy percentage, Crombie considers
GLA covered by the head lease agreement in favour of ECL as occupied
as there is head lease revenue being earned on the GLA
Overall occupancy has marginally reduced from 94.2% at March 31, 2009 to 94.1% at June 30, 2009 primarily due the head lease agreement being satisfied in County Fair Mall in Summerside, Prince Edward Island and Uptown Centre in Fredericton, New Brunswick. Of the total of 228,000 square feet in GLA of new tenancies, as shown in the "2009 Portfolio Lease Expiries and Leasing Activity", approximately 66,000 square feet is related to GLA to be occupied in future quarters of 2009 and 2010. This additional new leasing represents approximately 0.6% of Crombie's GLA
Crombie looks to diversify its geographic composition through growth opportunities, as indicated by the seven acquisitions in Ontario, one acquisition in Quebec and one acquisition in Saskatchewan, plus the Portfolio Acquisition since Crombie's initial public offering (the "IPO"). As well, the properties are located in rural and urban locations, which Crombie believes adds stability to the portfolio, while reducing vulnerability to economic fluctuations that may affect any particular region.
From time to time, Crombie will commence redevelopment work on a property to enhance the economic viability of a location when the environment in which it operates warrants. Crombie currently has two properties that are under redevelopment. Fort Edward Mall in Windsor, Nova Scotia is in the process of conversion from a retail enclosed property to a retail plaza. The property is being reconfigured to replace the previous SAAN location and several small tenants with a new Hart location. Valley Mall in Corner Brook, Newfoundland and Labrador is being reconfigured to replace an existing food court with a new Hart store. Costs for properties under redevelopment are classified as productive capacity enhancements to the extent that Crombie determines they are financeable costs by virtue of increasing a property's NOI and appraised value by a minimum threshold (see "Tenant Improvements and Capital Expenditures").
Largest Tenants
The following table illustrates the ten largest tenants in Crombie's portfolio of income-producing properties as measured by their percentage contribution to total annual minimum base rent as at June 30, 2009.
-------------------------------------------------------------------------
Average
% of Annual Remaining
Tenant Minimum Rent Lease Term
-------------------------------------------------------------------------
Sobeys (1) 33.0% 16.6 years
Empire Theatres 2.2% 8.7 years
Zellers 2.2% 8.5 years
Shoppers Drug Mart 2.0% 6.8 years
Nova Scotia Power Inc 1.9% 1.8 years
Province of Nova Scotia 1.7% 5.9 years
CIBC 1.6% 17.7 years
Bell (Aliant) 1.4% 9.1 years
Public Works Canada 1.3% 2.2 years
Sears Canada Inc. 1.2% 15.5 years
-------------------------------------------------------------------------
Total 48.5%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) Excludes Lawtons and Fast Fuel locations.
Crombie's portfolio is leased to a wide variety of tenants. Other than Sobeys, that accounts for 33.0% of the annual minimum rent, no other tenant accounts for more than 2.2% of Crombie's minimum rent.
Lease Maturities
The following table sets out as of June 30, 2009 the number of leases relating to the properties subject to lease maturities during the periods indicated (assuming tenants do not holdover on a month-to-month basis or exercise renewal options or termination rights), the renewal area, the percentage of the total GLA of the properties represented by such maturities and the estimated average net rent per square foot at the time of expiry. The weighted average remaining term of all leases is approximately 10.5 years.
-------------------------------------------------------------------------
Average
Net
Renewal Rent per
Number Area % of Sq. Ft. at
Year of Leases (sq. ft.) Total GLA Expiry ($)
-------------------------------------------------------------------------
Remaining 2009 139 367,000 3.3% $15.09
2010 198 645,000 5.8% $13.11
2011 217 1,046,000 9.3% $14.42
2012 161 853,000 7.6% $11.79
2013 155 876,000 7.8% $12.02
Thereafter 434 6,747,000 60.3% $12.84
-------------------------------------------------------------------------
Total 1,304 10,534,000 94.1% $12.94
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2009 Portfolio Lease Expiries and Leasing Activity
As at June 30, 2009, portfolio lease expiries and leasing activity for the
year ending December 31, 2009 were as follows:
-------------------------------------------------------------------------
Retail -
Free- Retail - Retail - Mixed-
standing Plazas Enclosed Office use Total
-------------------------------------------------------------------------
Expiries
(sq. ft.) - 160,000 220,000 103,000 220,000 703,000
Average net
rent per
sq. ft. $- $16.28 $13.97 $12.66 $11.64 $13.58
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Committed
renewals
(sq. ft.) - 54,000 81,000 30,000 76,000 241,000
Average net
rent per
sq. ft. $- $15.52 $13.21 $14.54 $9.04 $12.58
New leasing
(sq. ft.) 4,000 41,000 122,000 32,000 29,000 228,000
Average net
rent per
sq. ft. $23.00 $16.71 $8.38 $17.07 $14.84 $12.21
-------------------------------------------------------------------------
Total
renewals/
new
leasing
(sq. ft.) 4,000 95,000 203,000 62,000 105,000 469,000
Total
average
net rent
per
sq. ft. $23.00 $16.04 $10.30 $15.86 $10.64 $12.40
-------------------------------------------------------------------------
-------------------------------------------------------------------------
During the quarter ended June 30, 2009, Crombie had renewals or entered into new leases in respect of approximately 469,000 square feet at an average net rent of $12.40 per square foot, compared with expiries for 2009 of approximately 703,000 square feet at an average net rent of $13.58 per square foot. Of the 703,000 square feet of expiries, approximately 132,000 square feet involve tenants that are still paying property revenues on a holdover basis. Rent per square foot for the completed new leasing activity in the retail enclosed properties is below the average net rent per square foot of total expiries in 2009 due primarily to one relatively large lease in a small rural location to replace the last vacant SAAN store location that went into bankruptcy in 2008 plus two new anchor leases to complete the Highland Square renovation in New Glasgow. Rent per square foot for the renewals in the retail enclosed properties and in the mixed-use properties was lower than the average expiry rate due to the renewal of three long term tenants at previously negotiated terms favourable to the tenants. Excluding the impact of these six new/renewal deals, average net rent per square foot for all remaining leases of approximately 326,000 square feet was $15.25, an increase of 12.3% over the average net rent per square foot for the 2009 expiring rents.
Sector Information
While Crombie does not distinguish or group its operations on a geographical or other basis, Crombie provides the following sector information as supplemental disclosure.
As at June 30, 2009, the portfolio distribution of the GLA by asset type was as follows:
-------------------------------------------------------------------------
Number % of
of Annual
Proper- GLA Minimum Occu-
Asset Type ties (sq. ft.) % of GLA Rent pancy(1)
-------------------------------------------------------------------------
Retail -
Freestanding 42 1,699,000 15.2% 15.7% 100.0%
Retail -
Plazas 44 3,982,000 35.5% 37.1% 95.8%
Retail -
Enclosed 14 2,760,000 24.7% 24.7% 89.3%
Office 5 1,049,000 9.4% 9.0% 89.1%
Mixed-Use 8 1,706,000 15.2% 13.5% 95.0%
-------------------------------------------------------------------------
Total 113 11,196,000 100.0% 100.0% 94.1%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) For purposes of calculating occupancy percentage, Crombie considers
GLA covered by the head lease agreement in favour of ECL as occupied
The following table sets out as of June 30, 2009, the square feet under
lease subject to lease maturities during the periods indicated.
-------------------------------------------------------------------------
Retail -
Year Freestanding Retail - Plazas Retail - Enclosed
-------------------------------------------------------------------------
(sq. ft.) (%) (sq. ft.) (%) (sq. ft.) (%)
-------------------------------------------------------------------------
Remaining
2009 - -% 99,000 2.5% 106,000 3.8%
2010 - -% 245,000 6.2% 134,000 4.9%
2011 1,000 0.1% 324,000 8.1% 141,000 5.1%
2012 5,000 0.3% 280,000 7.0% 144,000 5.2%
2013 - -% 389,000 9.8% 217,000 7.9%
There-
after 1,693,000 99.6% 2,479,000 62.2% 1,722,000 62.4%
-------------------------------------------------------------------------
Total 1,699,000 100.0% 3,816,000 95.8% 2,464,000 89.3%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Year Office Mixed-Use Total
-------------------------------------------------------------------------
(sq. ft.) (%) (sq. ft.) (%) (sq. ft.) (%)
-------------------------------------------------------------------------
Remaining
2009 45,000 4.3% 117,000 6.8% 367,000 3.3%
2010 83,000 7.9% 183,000 10.7% 645,000 5.8%
2011 360,000 34.4% 220,000 12.9% 1,046,000 9.3%
2012 121,000 11.5% 303,000 17.8% 853,000 7.6%
2013 102,000 9.7% 168,000 9.9% 876,000 7.8%
There-
after 223,000 21.3% 630,000 36.9% 6,747,000 60.3%
-------------------------------------------------------------------------
Total 934,000 89.1% 1,621,000 95.0% 10,534,000 94.1%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The following table sets out the average net rent per square foot expiring
during the periods indicated.
-------------------------------------------------------------------------
Retail -
Free- Retail - Retail -
Year standing Plazas Enclosed Office Mixed-Use
-------------------------------------------------------------------------
Remaining 2009 $- $16.40 $17.11 $10.88 $13.51
2010 $- $13.93 $15.26 $11.73 $11.05
2011 $37.50 $14.17 $20.42 $14.20 $11.19
2012 $25.00 $13.01 $18.67 $9.69 $8.01
2013 $- $9.75 $14.47 $13.95 $12.91
Thereafter $13.29 $13.70 $11.79 $12.29 $11.33
-------------------------------------------------------------------------
Total $13.35 $13.38 $13.34 $12.75 $10.98
-------------------------------------------------------------------------
-------------------------------------------------------------------------
2009 Results of Operations
Acquisitions
The following table outlines the acquisitions made which affected the
results of operations when compared to the previous year's results. The
following acquisitions took place between January 2008 and June 2009.
-------------------------------------------------------------------------
Date GLA Acquisition
Property Acquired Property Type (sq. ft.) Cost(1)
-------------------------------------------------------------------------
Portfolio April 22, Retail -
Acquisition 2008 Freestanding 1,589,000 $428,500
Retail - Plaza 1,571,000
Retail - Enclosed 128,000
-------------------------------------------------------------------------
River City June 12, Retail - Plaza 160,000 $27,200
Centre, 2008
Saskatoon,
Saskatchewan
-------------------------------------------------------------------------
Total 3,448,000 $455,700
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) Excluding closing and transaction costs.
Comparison to Previous Year
Six Months Ended
---------------------------------------
(In thousands of dollars, except June 30, June 30,
where otherwise noted) 2009 2008 Variance
-------------------------------------------------------------------------
Property revenue $103,885 $84,576 $19,309
Property expenses 37,229 32,087 (5,142)
-------------------------------------------------------------------------
Property NOI 66,656 52,489 14,167
-------------------------------------------------------------------------
NOI margin percentage 64.2% 62.1% 2.1%
-------------------------------------------------------------------------
Expenses:
General and administrative 5,290 3,931 (1,359)
Interest 22,002 16,465 (5,537)
Depreciation and amortization 23,294 18,752 (4,542)
-------------------------------------------------------------------------
50,586 39,148 (11,438)
-------------------------------------------------------------------------
Income from continuing operations
before other items, income taxes
and non-controlling interest 16,070 13,341 2,729
Other items 92 97 (5)
-------------------------------------------------------------------------
Income from continuing operations
before income taxes and
non-controlling interest 16,162 13,438 2,724
Income taxes expense - Future 200 1,101 901
-------------------------------------------------------------------------
Income from continuing operations
before non-controlling interest 15,962 12,337 3,625
Income from discontinued operations - 399 (399)
-------------------------------------------------------------------------
Income before non-controlling
interest 15,962 12,736 3,226
Non-controlling interest 7,642 6,114 (1,528)
-------------------------------------------------------------------------
Net income $8,320 $6,622 $1,698
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic and diluted net income per
Unit $0.30 $0.28 $0.02
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic weighted average Units
outstanding (in 000's) 27,307,174 23,726,866
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Diluted weighted average Units
outstanding (in 000's) 27,449,862 23,838,755
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Net income for the six months ended June 30, 2009 of $8,320 increased by
$1,698 from $6,622 for the six months ended June 30, 2008. The increase was
primarily due to:
- higher property NOI from the individual property acquisition and the
Portfolio Acquisition; offset in part by
- higher interest and depreciation charges, due primarily to the
individual property acquisition and the Portfolio Acquisition, and
higher general and administrative expenses.
Property Revenue and Property Expenses
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property revenue $74,254 $74,483 $(229)
Acquisition property revenue 29,631 10,093 19,538
-------------------------------------------------------------------------
Property revenue $103,885 $84,576 $19,309
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset property revenue of $74,254 for the six months ended June 30, 2009 was 0.3% lower than the six months ended June 30, 2008 due primarily to a one-time head lease adjustment upon final release of the obligation governing the agreement between ECL and Crombie for County Fair Mall in Summerside, Prince Edward Island and Uptown Centre in Fredericton, New Brunswick, partially offset by the increased average rent per square foot ($12.49 in 2009 and $12.31 in 2008) and increased recoverable common area expenses. The adjustment was paid to ECL to reflect their overachievement in the leasing results for these two locations which will benefit Crombie in higher rental income on an ongoing basis.
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property expenses $30,096 $29,905 $191
Acquisition property expenses 7,133 2,182 4,951
-------------------------------------------------------------------------
Property expenses $37,229 $32,087 $5,142
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset property expenses of $30,096 for the six months ended June 30,
2009 were 0.6% higher than the six months ended June 30, 2008 due to increased
recoverable common area expenses primarily from increased property taxes and
utility costs.
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property NOI $44,158 $44,578 $(420)
Acquisition property NOI 22,498 7,911 14,587
-------------------------------------------------------------------------
Property NOI $66,656 $52,489 $14,167
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset NOI for the six months ended June 30, 2009 decreased by 0.9%
from the six months ended June 30, 2008.
Property NOI for the six months ended June 30, 2009 by region was as
follows:
-------------------------------------------------------------------------
(In 2009 2008
thou- -----------------------------------------
sands Pro-
of perty Property Property NOI % of NOI % of
dollars) Revenue Expenses NOI revenue revenue Variance
-------------------------------------------------------------------------
Nova
Scotia $46,997 $18,696 $28,301 60.2% 59.3% 0.9%
Newfound-
land and
Labrador 16,420 4,659 11,761 71.6% 68.2% 3.4%
New
Bruns-
wick 12,520 5,365 7,155 57.1% 53.0% 4.1%
Ontario 16,661 5,368 11,293 67.8% 64.7% 3.1%
Prince
Edward
Island 2,318 661 1,657 71.5% 74.8% (3.3)%
Quebec 7,575 2,097 5,478 72.3% 76.6% (4.3)%
Saskat-
chewan 1,394 383 1,011 72.5% 82.8% (10.3)%
-------------------------------------------------------------------------
Total $103,885 $37,229 $66,656 64.2% 62.1% 2.1%
-------------------------------------------------------------------------
The overall 2.1% increase in NOI as a % of revenue, as well as specific provincial increases in Nova Scotia, Newfoundland and Labrador, New Brunswick and Ontario was primarily due to the Portfolio Acquisition. Prince Edward Island's decrease in NOI % of revenue is attributable to the finalization of the head lease obligation under the terms of the agreement with ECL combined the relatively smaller number of properties in the province and the timing and nature of expenses. Quebec's decrease in NOI % of revenue is attributable to higher recoverable common area expenses. The decrease in NOI % of revenue in Saskatchewan is due to River City Centre being owned by Crombie for only 19 days in the 2008 results.
General and Administrative Expenses
The following table outlines the major categories of general and
administrative expenses.
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Salaries and benefits $3,110 $1,859 $1,251
Professional fees 848 793 55
Public company costs 576 520 56
Rent and occupancy 377 350 27
Other 379 409 (30)
-------------------------------------------------------------------------
General and administrative costs $5,290 $3,931 $1,359
-------------------------------------------------------------------------
-------------------------------------------------------------------------
As a percentage of revenue 5.1% 4.6% 0.5%
-------------------------------------------------------------------------
General and administrative expenses increased by 34.6% for the six months ended June 30, 2009 to $5,290 compared to $3,931 for the six months ended June 30, 2008. The increase in expenses was primarily due to one time reitrement costs associated with the retirement of Crombie's Chief Executive Officer on August 5, 2009, increased salaries and increased legal and information technology professional fees partially offset by reduced incentive payments.
Interest Expense
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset interest expense $13,354 $12,803 $551
Acquisition interest expense 8,648 3,662 4,986
-------------------------------------------------------------------------
Interest expense $22,002 $16,465 $5,537
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset interest expense of $13,354 for the six months ended June 30, 2009 increased by 4.3% when compared to the six months ended June 30, 2008 due to the amortization of payments made on the settlement of interest rate swap agreements of $662 and slightly higher average interest rates on mortgages entered into during 2008 for properties held since the IPO, offset in part by a decrease in the floating interest rate on the revolving credit facility.
There is an agreement between ECL and Crombie whereby ECL provides a monthly interest rate subsidy to Crombie to reduce the effective interest rates to 5.54% on certain mortgages that were assumed at Crombie's IPO for their remaining term. Over the term of this agreement, management expects this subsidy to aggregate to the amount of approximately $20,564. The amount of the interest rate subsidy received during the six months ended June 30, 2009 was $1,562 (six months ended June 30, 2008 - $1,718). The interest rate subsidy is received by Crombie through monthly repayments by ECL of amounts due under one of the demand notes issued by ECL to Crombie Developments Limited ("CDL").
Depreciation and Amortization
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset depreciation and
amortization $14,816 $15,790 $(974)
Acquisition depreciation and
amortization 8,478 2,962 5,516
-------------------------------------------------------------------------
Depreciation and amortization $23,294 $18,752 $4,542
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset depreciation and amortization of $14,816 for the six months ended June 30, 2009 was 6.2% lower than the six months ended June 30, 2008 due primarily to the intangible assets related to the origination costs and the in-place leases associated with the properties purchased at the date of the IPO being fully amortized, offset in part by depreciation on fixed asset additions and amortization on tenant improvement and lease costs incurred since June 30, 2008, combined with the expenses resulting from the reallocation of $3,946 of costs to commercial properties from other assets due to the retroactive implementation of accounting guidelines as discussed in "Changes in Accounting Policies and Estimates". Depreciation and amortization consists of:
-------------------------------------------------------------------------
Six Months Ended
--------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Depreciation of commercial
properties $9,827 $7,821 $2,006
Amortization of tenant
improvements/lease costs 2,023 1,468 555
Amortization of intangible assets 11,444 9,463 1,981
-------------------------------------------------------------------------
Depreciation and amortization $23,294 $18,752 $4,542
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Future Income Taxes
A trust that satisfies the criteria of a REIT throughout its taxation year will not be subject to income tax in respect of distributions to its unitholders or be subject to the restrictions on its growth that would otherwise apply to trusts classified as specified investment flow-through entities ("SIFTs").
Crombie's management and their advisors have completed an extensive review of Crombie's organizational structure and operations to support Crombie's assertion that it currently satisfies the technical tests contained in the Income Tax Act (Canada) in regard to the definition of a REIT (and thus is not a SIFT). However, the relevant tests apply throughout the taxation year of Crombie and, as such, the actual status of Crombie for any particular taxation year can only be ascertained at the end of the year.
The future income tax expenses represent the future tax provision of the wholly-owned corporate subsidiary which is subject to income taxes.
Sector Information
While Crombie does not distinguish or group its operations on a geographical or other basis, Crombie provides the following sector information as supplemental disclosure.
Retail Freestanding Properties ------------------------------------------------------------------------- (In thousands Six Months Six Months Ended of dollars, Ended June 30, 2009 June 30, 2008 except as ------------------------------------------------------------- otherwise Same- Acqui- Same- Acqui- noted) Asset sitions Total Asset sitions Total ------------------------------------------------------------------------- Property revenue $862 $13,395 $14,257 $713 $5,040 $5,753 Property expenses 218 2,720 2,938 115 1,078 1,193 ------------------------------------------------------------------------- Property NOI $644 $10,675 $11,319 $598 $3,962 $4,560 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOI Margin % 74.7% 79.7% 79.4% 83.9% 78.6% 79.2% ------------------------------------------------------------------------- Occu- pancy % 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% ------------------------------------------------------------------------- The improvement in the retail freestanding property NOI was caused by the Portfolio Acquisition. The same-asset NOI % margin is lower as a result of the fluctuations that can occur in a single property's results. Retail Plaza Properties ------------------------------------------------------------------------- (In thousands Six Months Six Months Ended of dollars, Ended June 30, 2009 June 30, 2008 except as ------------------------------------------------------------- otherwise Same- Acqui- Same- Acqui- noted) Asset sitions Total Asset sitions Total ------------------------------------------------------------------------- Property revenue $20,510 $15,320 $35,830 $21,304 $4,764 $26,068 Property expenses 6,714 4,124 10,838 6,822 1,047 7,869 ------------------------------------------------------------------------- Property NOI $13,796 $11,196 $24,992 $14,482 $3,717 $18,199 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOI Margin % 67.3% 73.1% 69.8% 68.0% 78.0% 69.8% ------------------------------------------------------------------------- Occu- pancy % 94.3% 97.8% 95.8% 95.3% 97.4% 96.4% -------------------------------------------------------------------------
The improvement in the retail plaza property NOI was primarily caused by the Portfolio Acquisition, partially offset by increased non-recoverable maintenance costs in same-asset properties. Occupancy in the same-assets at June 30, 2009 is slightly lower than June 30, 2008, which combined with slightly lower average net rent per square foot results has led to decreased revenue overall compared to the prior year.
Retail Enclosed Properties ------------------------------------------------------------------------- (In thousands Six Months Six Months Ended of dollars, Ended June 30, 2009 June 30, 2008 except as ------------------------------------------------------------- otherwise Same- Acqui- Same- Acqui- noted) Asset sitions Total Asset sitions Total ------------------------------------------------------------------------- Property revenue $23,847 $916 $24,763 $23,456 $283 $23,739 Property expenses 8,645 289 8,934 8,716 57 8,773 ------------------------------------------------------------------------- Property NOI $15,202 $627 $15,829 $14,740 $226 $14,966 ------------------------------------------------------------------------- ------------------------------------------------------------------------- NOI Margin % 63.7% 68.5% 63.9% 62.8% 79.9% 63.0% ------------------------------------------------------------------------- Occu- pancy % 89.4% 87.0% 89.3% 91.3% 92.6% 91.4% -------------------------------------------------------------------------
The improvement in NOI was primarily caused by the improved results at Avalon Mall in St. John's, Newfoundland and Labrador and the Portfolio Acquisition. Same-asset NOI margin % is higher than 2008 due to the lower common area expenses in 2009 and higher average net rent per square foot. Occupancy is lower in 2009 compared to 2008 due to redevelopment work ongoing at two properties as previously discussed.
Office Properties
-------------------------------------------------------------------------
(In thousands Six Months Six Months Ended
of dollars, Ended June 30, 2009 June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $11,486 $- $11,486 $11,365 $- $11,365
Property
expenses 6,135 - 6,135 5,869 - 5,869
-------------------------------------------------------------------------
Property
NOI $5,351 $- $5,351 $5,496 $- $5,496
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 46.6% -% 46.6% 48.4% -% 48.4%
-------------------------------------------------------------------------
Occu-
pancy % 89.1% -% 89.1% 90.9% -% 90.9%
-------------------------------------------------------------------------
Occupancy levels have decreased slightly at the Halifax Developments
Properties and Terminal Centres in Moncton, New Brunswick when compared to the
prior year. Higher net rent per square foot at the Halifax Developments
Properties were offset by higher common area expenses, resulting in the higher
revenue but lower property NOI and NOI margin % for the office properties in
2009 compared to 2008.
Mixed-Use Properties
-------------------------------------------------------------------------
(In thousands Six Months Six Months Ended
of dollars, Ended June 30, 2009 June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $17,549 $- $17,549 $17,651 $- $17,651
Property
expenses 8,384 - 8,384 8,383 - 8,383
-------------------------------------------------------------------------
Property
NOI $9,165 $- $9,165 $9,268 $- $9,268
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 52.2% -% 52.2% 52.5% -% 52.5%
-------------------------------------------------------------------------
Occu-
pancy % 95.0% -% 95.0% 94.7% -% 94.7%
-------------------------------------------------------------------------
The increase in mixed-use occupancy levels from 94.7% in 2008 to 95.0% in
2009 was offset by higher non-recoverable operating expenses, resulting in the
slightly lower NOI results for the six months ended June 30, 2009 when
compared to the six months ended June 30, 2008.
OTHER 2009 PERFORMANCE MEASURES
FFO and AFFO are not measures recognized under GAAP and do not have
standardized meanings prescribed by GAAP. As such, these non-GAAP financial
measures should not be considered as an alternative to net income, cash flow
from operations or any other measure prescribed under GAAP. FFO represents a
supplemental non-GAAP industry-wide financial measure of a real estate
organization's operating performance. AFFO is presented in this MD&A because
management believes this non-GAAP measure is relevant to the ability of
Crombie to earn and distribute returns to unitholders. Due to the accounting
changes related to the capitalization of items previously classified as
deferred tenant charges, FFO and AFFO for prior periods have been restated.
FFO and AFFO as computed by Crombie may differ from similar computations as
reported by other REIT's and, accordingly, may not be comparable to other such
issuers.
Funds from Operations
FFO represents a supplemental non-GAAP industry-wide financial measure of
a real estate organization's operating performance. Crombie has calculated FFO
in accordance with the recommendations of the Real Property Association of
Canada ("RealPAC") which defines FFO as net income (computed in accordance
with GAAP), excluding gains (or losses) from sales of depreciable real estate
and extraordinary items, plus depreciation and amortization expense, plus
future income taxes, and after adjustments for equity-accounted entities and
non-controlling interests. Crombie's method of calculating FFO may differ from
other issuers' methods and accordingly may not be directly comparable to FFO
reported by other issuers. A calculation of FFO for the six months ended June
30, 2009 and 2008 is as follows:
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Net income $8,320 $6,622 $1,698
Add:
Non-controlling interest 7,642 6,114 1,528
Depreciation and amortization 23,294 18,752 4,542
Depreciation and amortization
on discontinued operations - 139 (139)
Future income taxes 200 1,101 (901)
Gain (loss) on disposal of assets - (77) 77
-------------------------------------------------------------------------
FFO $39,456 $32,651 $6,805
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The improvement in FFO for the six months ended June 30, 2009 was
primarily due to higher property NOI as a result of the individual acquisition
and the Portfolio Acquisition, offset in part by the increased interest
expense related to the individual and Portfolio acquisitions and higher
general and administrative expenses.
Adjusted Funds from Operations
Crombie considers AFFO to be a measure of its distribution-generating
ability. AFFO reflects cash available for distribution after the provision for
non-cash adjustments to revenue, maintenance capital expenditures and
maintenance tenant improvements ("TI") and leasing costs. The calculation of
AFFO for the six months ended June 30, 2009 and 2008 is as follows:
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
FFO $39,456 $32,651 $6,805
Add:
Above-market lease amortization 1,543 1,515 28
Non-cash revenue impacts on
discontinued operations - 22 (22)
Less:
Below-market lease amortization (4,290) (3,000) (1,290)
Straight-line rent adjustment (2,126) (1,018) (1,108)
Maintenance capital expenditures (2,134) (3,665) 1,531
Maintenance TI and leasing costs (2,354) (6,493) 4,139
-------------------------------------------------------------------------
AFFO $30,095 $20,012 $10,083
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The AFFO result for the six months ended June 30, 2009 was affected by the
increase in FFO for the period and lower maintenance TI and leasing
expenditures. Details of the maintenance TI and capital expenditures are
outlined in the "Tenant Improvement and Capital Expenditures" section of the
MD&A.
Pursuant to CSA Staff Notice 52-306 "(Revised) Non-GAAP Financial
Measures", non-GAAP measures such as AFFO should be reconciled to the most
directly comparable GAAP measure, which is interpreted to be the cash flow
from operating activities rather than net income. The reconciliation is as
follows:
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by operating
activities $17,076 $22,115 $(5,039)
Add back (deduct):
Recoverable/productive capacity
enhancing TIs 190 1,835 (1,645)
Change in non-cash operating items 16,645 224 16,421
Unit-based compensation expense (23) (20) (3)
Amortization of deferred
financing charges (997) (477) (520)
Amortization of swap settlements (662) - (662)
Maintenance capital expenditures (2,134) (3,665) 1,531
-------------------------------------------------------------------------
AFFO $30,095 $20,012 $10,083
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Liquidity and Capital Resources
Sources and Uses of Funds
Cash flow generated from operating the property portfolio represents the primary source of liquidity used to service the interest on debt, fund general and administrative expenses, reinvest into the portfolio through capital expenditures, as well as fund TI costs and distributions. In addition, Crombie has the following sources of financing available to finance future growth: secured short-term financing through an authorized revolving credit facility of up to $150,000, of which $62,812 was drawn at June 30, 2009, a demand facility with Empire of $13,800, of which $Nil was drawn at June 30, 2009, and the issue of new equity and mortgage debt, pursuant to the Declaration of Trust.
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Operating activities $17,076 $22,115 $(5,039)
Financing activities $(15,868) $372,635 $(388,503)
Investing activities $(5,236) $(397,458) $392,222
-------------------------------------------------------------------------
Operating Activities
--------------------
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Net income and non-cash items $36,265 $30,667 $5,598
TI and leasing costs (2,544) (8,328) 5,784
Non-cash working capital (16,645) (224) (16,421)
-------------------------------------------------------------------------
Cash provided by operating
activities $17,076 $22,115 $(5,039)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Fluctuations in cash provided by operating activities are largely
influenced by the change in non-cash working capital which can be affected by
the timing of receipts and payments. The details of the TI and leasing costs
during the six months of 2009 are outlined in the "Tenant Improvements and
Capital Expenditures" section of the MD&A.
Financing Activities
--------------------
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Net issue of convertible
debentures $- $28,786 $(28,786)
Net issue of units 64,574 59,215 5,359
Settlement of interest rate
swap agreement (4,535) - (4,535)
Net issue (repayment) of
commercial property debt (54,150) 301,248 (355,398)
Payment of distributions (23,304) (19,819) (3,485)
Other items (net) 1,547 3,205 (1,658)
-------------------------------------------------------------------------
Cash provided by (used in)
financing activities $(15,868) $372,635 $(388,503)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash used in financing activities for the six months ended June 30, 2009
was $388,503 less than the six months ended June 30, 2008 primarily due to
issue of gross proceeds used in 2008 related to the financing of the Portfolio
Acquisition, partially offset by the gross proceeds of $66,855 from the public
offering of Units and the private placement of Class B LP Units with Empire
Subsidiaries on June 25, 2009 that was used to reduce commercial property
debt.
Investing Activities
--------------------
Cash used in investing activities for the six months ended June 30, 2009
was $5,236. Of this, $4,922 was used for additions to commercial properties.
Cash used in investing activities for the six months ended June 30, 2008 of
$397,458 was primarily due to the Portfolio Acquisition on April 22, 2008.
Tenant Improvement and Capital Expenditures
-------------------------------------------
There are two types of TI and capital expenditures:
- maintenance TI and capital expenditures that maintain existing
productive capacity; and
- productive capacity enhancement expenditures.
Maintenance TI and capital expenditures are reinvestments in the portfolio
to maintain the productive capacity of the existing assets. These costs are
capitalized and depreciated over their useful lives and deducted when
calculating AFFO.
Productive capacity enhancement expenditures are costs incurred that
increase the property level NOI, or expand the GLA of a property, by a minimum
threshold and thus enhance the property's overall value. These costs are then
evaluated to ensure they are fully financeable. Productive capacity
enhancement expenditures are capitalized and depreciated over their useful
lives, but not deducted when calculating AFFO as they are considered
financeable rather than having to be funded from operations.
Expenditures for TI's occur when renewing existing tenant leases or for
new tenants occupying a new space. Typically, leasing costs for existing
tenants are lower on a per square foot basis than for new tenants. However,
new tenants may provide more overall cash flow to Crombie through higher rents
or improved traffic to a property. The timing of such expenditures fluctuates
depending on the satisfaction of contractual terms contained in the leases.
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008
-------------------------------------------------------------------------
Total additions to commercial properties $4,922 $7,515
Less: amounts recoverable from ECL - (2,389)
-------------------------------------------------------------------------
Net additions to commercial properties 4,922 5,126
Less: productive capacity enhancements (2,788) (1,461)
-------------------------------------------------------------------------
Maintenance capital expenditures $2,134 $3,665
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008
-------------------------------------------------------------------------
Total additions to TI and leasing costs $2,544 $8,328
Less: amounts recoverable from ECL (159) (1,384)
-------------------------------------------------------------------------
Net additions to TI and leasing costs 2,385 6,944
Less: productive capacity enhancements (31) (451)
-------------------------------------------------------------------------
Maintenance TI and leasing costs $2,354 $6,493
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The lower maintenance capital expenditures are primarily as a result of
the cautious outlook on capital intensive projects during the current economic
environment.
The lower maintenance TI expenditures during the first six months of 2009,
when compared to the same period in 2008, was primarily due to early
renegotiation in the first quarter of 2008 of lease renewals that were
scheduled to expire in 2009 at a cost of $2,823.
Productive capacity enhancements during the quarter consisted of the
redevelopment of Valley Mall in Corner Brook, Newfoundland and Labrador and
the conversion of Fort Edward Mall in Windsor, Nova Scotia from a retail
enclosed property to a retail plaza.
Capital Structure
-------------------------------------------------------------------------
(In thousands Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30,
of dollars) 2009 2009 2008 2008 2008
-------------------------------------------------------------------------
Commercial
property
debt $759,223 $812,342 $808,971 $820,634 $812,016
Convertible
debentures $29,090 $29,029 $28,968 $28,907 $28,847
Non-
controlling
interest $233,292 $197,115 $199,163 $218,205 $224,871
Unitholders'
equity $255,475 $213,351 $215,558 $236,241 $243,472
-------------------------------------------------------------------------
Bank Credit Facilities and Commercial Property Debt
Crombie has in place an authorized floating rate revolving credit facility
of up to $150,000 (the "Revolving Credit Facility"), $62,812 of which was
drawn as at June 30, 2009. The Revolving Credit Facility is secured by a pool
of first and second mortgages and negative pledges on certain properties. The
floating interest rate is based on specified margins over prime rate or
bankers acceptance rates. The specified margin increases as Crombie's overall
debt leverage increases. Funds available for drawdown pursuant to the
Revolving Credit Facility are determined with reference to the value of the
Borrowing Base (as defined under "Borrowing Capacity and Debt Covenants")
relative to certain financial covenants of Crombie. As at June 30, 2009,
Crombie had sufficient Borrowing Base to permit $150,000 of funds to be drawn
down pursuant to the Revolving Credit Facility, subject to certain other
financial covenants. See "Borrowing Capacity and Debt Covenants".
As of June 30, 2009, Crombie had fixed rate mortgages outstanding of
$564,101 ($554,745 after including the marked-to-market adjustment of $9,356),
carrying a weighted average interest rate of 5.48% (after giving effect to the
interest rate subsidy from ECL under an omnibus subsidy agreement) and a
weighted average term to maturity of 5.8 years.
In April of 2008, Crombie entered into an 18 month floating rate Term
Facility of $280,000 to partially finance the Portfolio Acquisition. On
September 30, 2008, Crombie completed a mortgage financing on certain of the
properties acquired in order to refinance $100,000 of the Term Facility. On
February 12, 2009, Crombie completed $39,000 of additional fixed rate mortgage
financings for eight of the properties acquired pursuant to the Portfolio
Acquisition in order to refinance the Term Facility. A third party provided
$32,800 of fixed rate first mortgage financing, while $6,200 of fixed rate
second mortgage financing was provided by Empire. In June of 2009, Crombie
completed the extension of the remaining Term Facility for two years with a
syndicate of Canadian chartered banks. The floating interest rate is based on
a specified margin over prime rate or bankers acceptance rate. As security for
the Term Facility, Crombie has granted a charge on the secured properties
together with an assignment of leases. The Term Facility contains financial
and non-financial covenants that are customary for a credit facility of this
nature and which mirror the covenants set forth in the Revolving Credit
Facility.
Crombie has secured a $13,800 floating rate demand credit facility with
Empire (the "Empire Demand Facility") on substantially the same terms and
conditions that govern the Revolving Credit Facility. This Empire Demand
Facility was put in place to ensure that Crombie maintains adequate liquidity
in order to fund its daily operating activities while volatility in the
financial markets continues while also mitigating the risk of Crombie not
being in compliance with certain covenants under the Revolving Credit
Facility. Crombie had $Nil drawn against the Empire Demand Facility as at June
30, 2009.
From time to time, Crombie has entered into interest rate swap agreements
to manage the interest rate profile of its current or future debts without an
exchange of the underlying principal amount (see "Risk Management").
Principal repayments of the debt are scheduled as follows:
-------------------------------------------------------------------------
Fixed
Rate Debt
Maturing
Payments of during Floating Total
Year Principal Year Rate Debt Maturity % of Total
-------------------------------------------------------------------------
Remaining
2009 $9,513 $- $- $9,513 1.3%
2010 15,489 106,079 - 121,568 16.1%
2011 15,394 26,786 201,812 243,992 32.2%
2012 15,956 - - 15,956 2.1%
2013 16,757 30,041 - 46,798 6.2%
Thereafter 61,973 256,757 - 318,730 42.1%
-------------------------------------------------------------------------
Total(1) $135,082 $419,663 $201,812 $756,557 100.0%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) Excludes fair value debt adjustment of $9,356 and the deferred
financing costs of $6,690
Convertible debentures
----------------------
On March 20, 2008, Crombie issued $30,000 in Debentures related to the
Portfolio Acquisition.
Each Debenture will be convertible into units of Crombie at the option of
the Debenture holder up to the maturity date of March 20, 2013 at a conversion
price of $13 per unit.
The Debentures bear interest at an annual fixed rate of 7%, payable
semi-annually, on June 30 and December 31 in each year. The Debentures are not
redeemable prior to March 20, 2011. From March 20, 2011 to March 20, 2012, the
Debentures may be redeemed, in whole or in part, on not more than 60 days' and
not less than 30 days' prior notice, at a redemption price equal to the
principal amount thereof plus accrued and unpaid interest, provided that the
volume-weighted average trading price of the Units on the Toronto Stock
Exchange for the 20 consecutive trading days ending on the fifth trading day
preceding the date on which notice on redemption is given exceeds 125% of the
conversion price. After March 20, 2012, and prior to March 20, 2013, the
Debentures may be redeemed, in whole or in part, at anytime at the redemption
price equal to the principal amount thereof plus accrued and unpaid interest.
Provided that there is not a current event of default, Crombie will have the
option to satisfy its obligation to pay the principal amount of the Debentures
at maturity or upon redemption, in whole or in part, by issuing the number of
units equal to the principal amount of the Debentures then outstanding divided
by 95% of the volume-weighted average trading price of the units for a
stipulated period prior to the date of redemption or maturity, as applicable.
Upon change of control of Crombie, Debenture holders have the right to put the
Debentures to Crombie at a price equal to 101% of the principal amount plus
accrued and unpaid interest.
Crombie will also have an option to pay interest on any interest payment
date by selling units and applying the proceeds to satisfy its interest
obligation.
Transaction costs related to the Debentures have been deferred and are
being amortized into interest expense over the term of the Debentures using
the effective interest rate method.
Unitholders' Equity
-------------------
In April 2009 there were 43,408 Units awarded as part of the Employee Unit
Purchase Plan (April 2008 - 34,053). On June 25, 2009 there were 4,725,000
Units issued, including the underwriters' over-allotment Units, through a
public offering. Concurrent with the public offering of Units, in satisfaction
of its pre-emptive right, ECL purchased 3,846,154 Class B LP Units and the
attached Special Voting Units on a private placement basis. Total units
outstanding at August 6, 2009 were as follows:
-------------------------------------------------------------------------
Units 32,040,296
Special Voting Units(1) 28,925,730
-------------------------------------------------------------------------
(1) Crombie Limited Partnership, a subsidiary of Crombie, has also issued
28,925,730 Class B LP Units. These Class B LP units accompany the
Special Voting Units, are the economic equivalent of a Unit, and are
convertible into Units on a one-for-one basis.
Taxation of Distributions
Crombie, through its subsidiaries, has a large asset base that is
depreciable for Canadian income tax purposes. Consequently, certain of the
distributions from Crombie are treated as returns of capital and are not
taxable to Canadian resident unitholders for Canadian income tax purposes. The
composition for tax purposes of distributions from Crombie may change from
year to year, thus affecting the after-tax return to unitholders.
The following table summarizes the history of the taxation of
distributions from Crombie:
-------------------------------------------------------------------------
Return Investment Capital
Taxation Year of Capital Income Gains
-------------------------------------------------------------------------
2006 per $ of distribution 40.0% 60.0% -
2007 per $ of distribution 25.5% 74.4% 0.1%
2008 per $ of distribution 27.2% 72.7% 0.1%
-------------------------------------------------------------------------
Borrowing Capacity and Debt Covenants
Under the amended terms governing the Revolving Credit Facility, Crombie
is entitled to borrow a maximum of 70% of the fair market value of assets
subject to a first security position and 60% of the excess of fair market
value over first mortgage financing of assets subject to a second security
position or a negative pledge (the "Borrowing Base"). The Revolving Credit
Facility provides Crombie with flexibility to add or remove properties from
the Borrowing Base, subject to compliance with certain conditions. The terms
of the Revolving Credit Facility also require that Crombie must maintain
certain coverage ratios above prescribed levels:
- annualized NOI for the prescribed properties must be a minimum of
1.4 times the coverage of the related annualized debt service
requirements; and
- annualized NOI on all properties must be a minimum of 1.4 times the
coverage of all annualized debt service requirements.
The Revolving Credit Facility also contains a covenant of Crombie that ECL
must maintain a minimum 40% voting interest in Crombie. If ECL reduces its
voting interest below this level, Crombie will be required to renegotiate the
Revolving Credit Facility or obtain alternative financing. Pursuant to an
exchange agreement and while such covenant remains in place, ECL will be
required to give Crombie at least six months' prior written notice of its
intention to reduce its voting interest below 40%.
The Revolving Credit Facility also contains a covenant limiting the amount
which may be utilized under the Revolving Credit Facility at any time. This
covenant provides that the aggregate of amounts drawn under the Revolving
Credit Facility plus any negative mark-to-market position on any interest rate
swap agreements or other hedging instruments may not exceed the "Aggregate
Coverage Amount", which is based on a modified calculation of the Borrowing
Base, as defined in the Revolving Credit Facility. In order to hedge its
interest rate risk on various debt commitments maturing through 2011, Crombie
has entered into a series of interest rate swap agreements on notional
principal amounts totalling approximately $288,334 at June 30, 2009 that have
settlement dates between August 1, 2009 and July 4, 2011. The unprecedented
volatility in the capital markets has caused the mark-to-market adjustment on
these interest rate swap agreements to reach an out-of-the-money position of
approximately $31,831 at June 30, 2009. There is no immediate cash impact from
this mark-to-market adjustment. The unfavourable difference in the
mark-to-market amount of these interest rate swap agreements is reflected in
other comprehensive income (loss) rather than net income as the swaps are all
designated and effective hedges. However, the deterioration in the
mark-to-market position may have the impact of reducing Crombie's available
credit pursuant to the Revolving Credit Facility.
At June 30, 2009, the amount available under the Revolving Credit Facility
was $79,284 after calculation of the Aggregate Coverage Amount.
At June 30, 2009, Crombie remained in compliance with all debt covenants.
As previously discussed, Crombie has secured a $13,800 floating rate
Empire Demand Facility. The Empire Demand Facility ensures that Crombie
maintains adequate liquidity in order to fund its daily operating activities
as the volatility in the financial markets continues while also mitigating the
risk of Crombie not being in compliance with certain covenants under the
Revolving Credit Facility.
Debt to Gross Book Value Ratio
When calculating debt to gross book value, debt is defined under the terms
of the Declaration of Trust as bank loans plus commercial property debt. Gross
book value means, at any time, the book value of the assets of Crombie and its
consolidated subsidiaries plus deferred financing charges, accumulated
depreciation and amortization in respect of Crombie's properties (and related
intangible assets) less (i) the amount of any receivable reflecting interest
rate subsidies on any debt assumed by Crombie and (ii) the amount of future
income tax liability arising out of the fair value adjustment in respect of
the indirect acquisitions of certain properties. If approved by a majority of
the independent trustees, the appraised value of the assets of Crombie and its
consolidated subsidiaries may be used instead of book value.
The debt to gross book value ratio was 50.9% at June 30, 2009 compared to
54.8% at March 31, 2009. The reduction was due to the proceeds of the June 25,
2009 public offering of Units and concurrent private placement of Class B LP
Units being applied to reduce borrowings under the Revolving Credit Facility.
This leverage ratio is below the maximum 60%, or 65% including convertible
debentures, as outlined by Crombie's Declaration of Trust. On a long-term
basis, Crombie intends to maintain overall indebtedness in the range of 50% to
55% of gross book value, depending upon Crombie's future acquisitions and
financing opportunities.
-------------------------------------------------------------------------
(In thousands
of dollars)
except as As at As at As at As at As at
otherwise Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30,
noted) 2009 2009 2008 2008 2008
-------------------------------------------------------------------------
Mortgages
payable $564,101 $565,980 $531,970 $524,307 $425,945
Convertible
debentures 30,000 30,000 30,000 30,000 30,000
Term financing 139,000 140,323 178,824 180,000 280,000
Revolving
credit
facility
payable 62,812 111,400 93,400 121,585 111,475
Demand credit
facility
payable - - 10,000 - -
-------------------------------------------------------------------------
Total debt
outstanding 795,913 847,703 844,194 855,892 847,420
Less:
Applicable
fair value
debt
adjustment (9,256) (10,032) (10,818) (11,615) (12,433)
-------------------------------------------------------------------------
Debt $786,657 $837,671 $833,376 $844,277 $834,987
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Total
assets $1,470,474 $1,466,045 $1,483,219 $1,501,186 $1,501,754
Add:
Deferred
financing
charges 7,600 6,332 6,255 6,351 6,728
Accumulated
depreciation
of
commercial
properties 57,715 51,796 45,865 40,105 34,339
Accumulated
amortization
of
intangible
assets 66,492 60,836 53,505 45,995 38,454
Less:
Assets
related to
discontinued
operations (7,054) (7,162) (7,184) (9,673) (10,951)
Interest
rate subsidy (9,256) (10,032) (10,818) (11,615) (12,433)
Fair value
adjustment
to future
taxes (39,245) (39,245) (39,245) (39,245) (39,245)
-------------------------------------------------------------------------
Gross book
value $1,546,726 $1,528,570 $1,531,597 $1,533,104 $1,518,646
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Debt to
gross book
value 50.9% 54.8% 54.4% 55.1% 55.0%
Maximum
borrowing
capacity(1) 65% 65% 65% 65% 65%
-------------------------------------------------------------------------
(1) Maximum permitted by the Declaration of Trust
Debt and Interest Service Coverage Ratios
Crombie's interest and debt service coverage ratios for the six months
ended June 30, 2009 were 2.79 times EBITDA and 1.96 times EBITDA. This
compares to 2.94 times EBITDA and 2.04 times EBITDA respectively for the six
months ended June 30, 2008. EBITDA should not be considered an alternative to
net income, cash flow from operations or any other measure of operations or
liquidity as prescribed by Canadian GAAP. EBITDA is not a GAAP financial
measure; however Crombie believes it is an indicative measure of its ability
to service debt requirements, fund capital projects and acquire properties.
EBITDA may not be calculated in a comparable measure reported by other
entities.
-------------------------------------------------------------------------
Six Six
Months Months
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008
-------------------------------------------------------------------------
Property revenue $103,885 $84,576
Amortization of above-market leases 1,543 1,515
Amortization of below-market leases (4,290) (3,000)
-------------------------------------------------------------------------
Adjusted property revenue 101,138 83,091
Property expenses (37,229) (32,087)
General and administrative expenses (5,290) (3,931)
-------------------------------------------------------------------------
EBITDA (1) $58,619 $47,073
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Interest expense $22,002 $16,465
Amortization of deferred financing charges (997) (477)
-------------------------------------------------------------------------
Adjusted interest expense (2) $21,005 $15,988
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Debt repayments $110,120 $45,735
Amortization of fair value debt premium (2) (20)
Payments relating to interest rate subsidy (1,562) (1,718)
Payments relating to Term Facility (39,824) -
Payments relating to revolving credit facility (49,900) (30,000)
Payments relating to demand credit facility (10,000) -
Balloon payments on mortgages - (6,922)
-------------------------------------------------------------------------
Adjusted debt repayments (3) $8,832 $7,075
-------------------------------------------------------------------------
Interest service coverage ratio ((1)/(2)) 2.79 2.94
-------------------------------------------------------------------------
Debt service coverage ratio ((1)/((2)+(3))) 1.96 2.04
-------------------------------------------------------------------------
Distributions and Distribution Payout Ratios
Distribution Policy
-------------------
Pursuant to Crombie's Declaration of Trust, it is required, at a minimum,
to make distributions to Unitholders equal to the amount of net income and net
realized capital gains of Crombie as is necessary to ensure that Crombie will
not be liable for income taxes. Within these guidelines, Crombie intends to
make annual cash distributions to Unitholders equal to approximately 70% of
its FFO and 95% of its AFFO on an annual basis.
Details of distributions to Unitholders are as follows:
-------------------------------------------------------------------------
Six Months Six Months
Ended Ended
(Distribution amounts represented June 30, June 30,
in thousands of dollars) 2009 2008
-------------------------------------------------------------------------
Distributions to Unitholders $12,497 $10,983
Distributions to Special Voting Unitholders 11,446 9,763
-------------------------------------------------------------------------
Total distributions $23,943 $20,746
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Number of diluted Units 27,449,862 23,838,755
Number of diluted Special Voting Units 25,207,073 22,002,653
-------------------------------------------------------------------------
Total diluted weighted average Units 52,656,935 45,841,408
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distributions per unit $0.45 $0.45
FFO payout ratio (target ratio equals 70%) 60.7% 63.5%
AFFO payout ratio (target ratio equals 95%) 79.6% 103.7%
-------------------------------------------------------------------------
The FFO payout ratio of 60.7% was favourable to the target ratio as the
improved FFO reflected the net results from the individual property
acquisition and the Portfolio Acquisition. The AFFO payout ratio of 79.6% was
favourable to the target ratio as a result of the higher FFO and lower overall
TI and maintenance capital expenditures as previously discussed.
Second Quarter Results
Comparison to Previous Year
-------------------------------------------------------------------------
Quarter Ended
----------------------------------------
(In thousands of dollars, except June 30, June 30,
where otherwise noted) 2009 2008 Variance
-------------------------------------------------------------------------
Property revenue $50,893 $47,314 $3,579
Property expenses 17,258 16,775 (483)
-------------------------------------------------------------------------
Property NOI 33,635 30,539 3,096
-------------------------------------------------------------------------
NOI margin percentage 66.1% 64.5% 1.6%
-------------------------------------------------------------------------
Expenses:
General and administrative 3,646 1,979 (1,667)
Interest 11,272 9,965 (1,307)
Depreciation and amortization 10,803 10,757 (46)
-------------------------------------------------------------------------
25,721 22,701 (3,020)
-------------------------------------------------------------------------
Income from continuing operations
before other items, income
taxes and non-controlling
interest 7,914 7,838 76
Other items - 97 (97)
-------------------------------------------------------------------------
Income from continuing operations
before income taxes and
non-controlling interest 7,914 7,935 (21)
Income taxes expense - Future - 701 701
-------------------------------------------------------------------------
Income from continuing operations
before non-controlling interest 7,914 7,234 680
Income from discontinued
operations - 136 (136)
-------------------------------------------------------------------------
Income before non-controlling
interest 7,914 7,370 544
Non-controlling interest 3,786 3,531 (255)
-------------------------------------------------------------------------
Net income $4,128 $3,839 $289
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic and diluted net income
per Unit $0.15 $0.15 $-
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic weighted average Units
outstanding (in 000's) 27,465,211 25,909,792
----------------------------------------------------------
----------------------------------------------------------
Diluted weighted average Units
outstanding (in 000's) 27,625,880 26,028,526
----------------------------------------------------------
----------------------------------------------------------
Net income for the quarter ended June 30, 2009 of $4,128 increased by $289
from $3,839 for the quarter ended June 30, 2008. The increase was primarily
due to:
- higher property NOI from the individual property acquisition and the
Portfolio; offset in part by
- higher interest and depreciation charges, due primarily to the
individual property acquisition and the Portfolio Acquisition and
higher general and administrative expenses.
Property Revenue and Property Expenses
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property revenue $36,207 $37,221 $(1,014)
Acquisition property revenue 14,686 10,093 4,593
-------------------------------------------------------------------------
Property revenue $50,893 $47,314 $3,579
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset property revenue of $36,207 for the quarter ended June 30, 2009
was 2.7% lower than the quarter ended June 30, 2008 due primarily to decreased
revenue from lower recoverable common are expenses and a one-time head lease
adjustment upon final release of the obligation governing the agreement
between ECL and Crombie for County Fair Mall in Summerside, Prince Edward
Island and Uptown Centre in Fredericton, New Brunswick, partially offset by
the increased average rent per square foot ($12.58 in 2009 and $12.41 in
2008). The adjustment was paid to ECL to reflect their overachievement in the
leasing results for these two locations which will benefit Crombie in higher
rental income on an ongoing basis.
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property expenses $13,968 $14,593 $(625)
Acquisition property expenses 3,290 2,182 1,108
-------------------------------------------------------------------------
Property expenses $17,258 $16,775 $483
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset property expenses of $13,968 for the quarter ended June 30,
2009 were 4.3% lower than the quarter ended June 30, 2008 due to decreased
recoverable common area expenses primarily from decreased snow removal costs.
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset property NOI $22,239 $22,628 $(389)
Acquisition property NOI 11,396 7,911 3,485
-------------------------------------------------------------------------
Property NOI $33,635 $30,539 $3,096
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset NOI for the quarter ended June 30, 2009 decreased by 1.7% over
the quarter ended June 30, 2008.
Property NOI for the quarter ended June 30, 2009 by region was as follows:
-------------------------------------------------------------------------
(In 2009 2008
thousands ------------------------------------------
of Property Property Property NOI % of NOI % of
dollars) Revenue Expenses NOI revenue revenue Variance
-------------------------------------------------------------------------
Nova
Scotia $23,502 $8,729 $14,773 62.9% 61.8% 1.1%
Newfound-
land and
Labrador 7,835 2,050 5,785 73.8% 71.7% 2.1%
New
Brunswick 5,876 2,471 3,405 57.9% 55.8% 2.1%
Ontario 8,241 2,568 5,673 68.8% 65.2% 3.6%
Prince
Edward
Island 1,036 289 747 72.1% 77.4% (5.3)%
Quebec 3,707 967 2,740 73.9% 78.0% (4.1)%
Saska-
tchewan 696 184 512 73.6% 82.8% (9.2)%
-------------------------------------------------------------------------
Total $50,893 $17,258 $33,635 66.1% 64.5% 1.6%
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The overall 1.6% increase in NOI as a % of revenue, as well as specific
provincial increases in Nova Scotia, Newfoundland and Labrador, New Brunswick
and Ontario was primarily due to the Portfolio Acquisition. Prince Edward
Island's decrease in NOI % of revenue is attributable to the finalization of
the head lease obligation under the terms of the agreement with ECL combined
the relatively smaller number of properties in the province and the timing and
nature of expenses. Quebec's decrease in NOI % of revenue is attributable to
higher recoverable common area expenses. The decrease in NOI % of revenue in
Saskatchewan is due to River City Centre being owned by Crombie for only 19
days in the 2008 results.
General and Administrative Expenses
The following table outlines the major categories of general and
administrative expenses.
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Salaries and benefits $2,539 $962 $1,577
Professional fees 394 454 (60)
Public company costs 290 269 21
Rent and occupancy 188 167 21
Other 235 127 108
-------------------------------------------------------------------------
General and administrative costs $3,646 $1,979 $1,667
-------------------------------------------------------------------------
-------------------------------------------------------------------------
As a percentage of revenue 7.2% 4.2% 3.0%
-------------------------------------------------------------------------
General and administrative expenses increased by 84.2% for the quarter
ended June 30, 2009 to $3,646 compared to $1,979 for the quarter ended June
30, 2008. The increase in expenses was primarily due to one time retirement
costs associated with the retirement of Crombie's Chief Executive Officer on
August 5, 2009.
Interest Expense
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset interest expense $6,592 $6,303 $289
Acquisition interest expense 4,680 3,662 1,018
-------------------------------------------------------------------------
Interest expense $11,272 $9,965 $1,307
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset interest expense of $6,592 for the quarter ended June 30, 2009
increased by 4.6% when compared to the quarter ended June 30, 2008 due to the
amortization of payments made on the settlement of interest rate swap
agreements of $455 and slightly higher average interest rates on mortgages
entered into during 2008 for properties held since the IPO, offset in part by
a decrease in the floating interest rate on the revolving credit facility.
There is an agreement between ECL and Crombie whereby ECL provides a
monthly interest rate subsidy to Crombie to reduce the effective interest
rates to 5.54% on certain mortgages that were assumed at Crombie's IPO for
their remaining term. Over the term of this agreement, management expects this
subsidy to aggregate to the amount of approximately $20,564. The amount of the
interest rate subsidy received during the quarter ended June 30, 2009 was $776
(quarter ended June 30, 2008 - $852). The interest rate subsidy is received by
Crombie through monthly repayments by ECL of amounts due under one of the
demand notes issued by ECL to CDL.
Depreciation and Amortization
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Same-asset depreciation and
amortization $6,551 $7,795 $(1,244)
Acquisition depreciation and
amortization 4,252 2,962 1,290
-------------------------------------------------------------------------
Depreciation and amortization $10,803 $10,757 $46
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Same-asset depreciation and amortization of $6,551 for the quarter ended
June 30, 2009 was 16.0% lower than the quarter ended June 30, 2008 due
primarily to the intangible assets related to the origination costs and the
in-place leases associated with the properties purchased at the date of the
IPO being fully amortized, offset in part by depreciation on fixed asset
additions and amortization on tenant improvement and lease costs incurred
since June 30, 2008, combined with the expenses resulting from the
reallocation of $3,946 of costs to commercial properties from other assets due
to the retroactive implementation of accounting guidelines as discussed in
"Changes in Accounting Policies and Estimates". Depreciation and amortization
consists of:
-------------------------------------------------------------------------
Quarter Ended
----------------------------
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Depreciation of commercial
properties $5,027 $4,418 $609
Amortization of tenant
improvements/lease costs 892 700 192
Amortization of intangible assets 4,884 5,639 (755)
-------------------------------------------------------------------------
Depreciation and amortization $10,803 $10,757 $46
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Sector Information
While Crombie does not distinguish or group its operations on a
geographical or other basis, Crombie provides the following sector information
as supplemental disclosure.
Retail Freestanding Properties
-------------------------------------------------------------------------
(In thousands Quarter Quarter
of dollars, ended June 30, 2009 ended June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $453 $6,832 $7,285 $351 $5,042 $5,393
Property
expenses 125 1,263 1,388 52 1,078 1,130
-------------------------------------------------------------------------
Property
NOI $328 $5,569 $5,897 $299 $3,964 $4,263
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 72.4% 81.5% 80.9% 85.2% 78.6% 79.0%
-------------------------------------------------------------------------
Occu-
pancy % 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%
-------------------------------------------------------------------------
The improvement in the retail freestanding property NOI was caused by the
Portfolio Acquisition. The same-asset NOI % margin is lower as a result of
the fluctuations that can occur in a single property's results from quarter to
quarter.
Retail Plaza Properties
-------------------------------------------------------------------------
(In thousands Quarter Quarter
of dollars, ended June 30, 2009 ended June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $10,090 $7,419 $17,509 $11,023 $4,747 $15,770
Property
expenses 3,064 1,912 4,976 3,456 1,047 4,503
-------------------------------------------------------------------------
Property
NOI $7,026 $5,507 $12,533 $7,567 $3,700 $11,267
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 69.6% 74.2% 71.6% 68.6% 77.9% 71.4%
-------------------------------------------------------------------------
Occu-
pancy % 94.3% 97.8% 95.8% 95.3% 97.4% 96.4%
-------------------------------------------------------------------------
The improvement in the retail plaza property NOI was primarily caused by
the Portfolio Acquisition. Occupancy in the same-assets at June 30, 2009 is
lower than June 30, 2008, and slightly lower average net rent per square foot
results has led to decreased revenue overall compared to the prior year.
Retail Enclosed Properties
-------------------------------------------------------------------------
(In thousands Quarter Quarter
of dollars, ended June 30, 2009 ended June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $11,421 $435 $11,856 $11,159 $304 $11,463
Property
expenses 3,910 115 4,025 4,169 57 4,226
-------------------------------------------------------------------------
Property
NOI $7,511 $320 $7,831 $6,990 $247 $7,237
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 65.8% 73.6% 66.1% 62.6% 81.3% 63.1%
-------------------------------------------------------------------------
Occu-
pancy % 89.4% 87.0% 89.3% 91.3% 92.6% 91.4%
-------------------------------------------------------------------------
The improvement in NOI was primarily caused by the improved results at
Avalon Mall in St. John's, Newfoundland and Labrador and the Portfolio
Acquisition. Same-asset NOI margin % is higher than 2008 due to the lower
recoverable expenses in 2009. Occupancy is lower in 2009 compared to 2008 due
to redevelopment work ongoing at two properties as previously discussed.
Office Properties
-------------------------------------------------------------------------
In thousands Quarter Quarter
of dollars, ended June 30, 2009 ended June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $5,598 $- $5,598 $5,849 $- $5,849
Property
expenses 2,907 - 2,907 2,812 - 2,812
-------------------------------------------------------------------------
Property
NOI $2,691 $- $2,691 $3,037 $- $3,037
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 48.1% -% 48.1% 51.9% -% 51.9%
-------------------------------------------------------------------------
Occu-
pancy % 89.1% -% 89.1% 90.9% -% 90.9%
-------------------------------------------------------------------------
Occupancy levels have decreased slightly at the Halifax Developments
Properties and Terminal Centres in Moncton, New Brunswick when compared to the
prior year. The decrease in occupancy at Terminal Centres attributed to the
lower revenue as a result of less recovery of common area expenses. These
factors have been partially offset by higher net rent per square foot at the
Halifax Developments in 2009 compared to 2008.
Mixed-Use Properties
-------------------------------------------------------------------------
In thousands Quarter Quarter
of dollars, ended June 30, 2009 ended June 30, 2008
except as -------------------------------------------------------------
otherwise Same- Acqui- Same- Acqui-
noted) Asset sitions Total Asset sitions Total
-------------------------------------------------------------------------
Property
revenue $8,645 $- $8,645 $8,839 $- $8,839
Property
expenses 3,962 - 3,962 4,104 - 4,104
-------------------------------------------------------------------------
Property
NOI $4,683 $- $4,683 $4,735 $- $4,735
-------------------------------------------------------------------------
-------------------------------------------------------------------------
NOI
Margin % 54.2% -% 54.2% 53.6% -% 53.6%
-------------------------------------------------------------------------
Occu-
pancy % 95.0% -% 95.0% 94.7% -% 94.7%
-------------------------------------------------------------------------
The increase in mixed-use occupancy levels from 94.7% in 2008 to 95.0% in
2009 and improved average net rent per square foot from leasing activity were
offset by higher non-recoverable operating expenses, resulting in the slightly
lower NOI results for the quarter ended June 30, 2009 when compared to the
quarter ended June 30, 2008. The NOI margin has increased as a result of
decreased common area expenses.
Other Second Quarter Performance Measures
Funds from Operations
A calculation of FFO for the quarter ended June 30, 2009 and 2008 is as
follows:
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Net income $4,128 $3,839 $289
Add:
Non-controlling interest 3,786 3,531 255
Depreciation and amortization 10,803 10,757 46
Depreciation and amortization
on discontinued operations - 61 (61)
Future income taxes - 701 (701)
Less:
Gain on disposition of land - (77) 77
-------------------------------------------------------------------------
FFO $18,717 $18,812 $(95)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The slight decrease in FFO for the quarter ended June 30, 2009 was
primarily due to increased general and administrative expenses in the second
quarter of 2009 offset by the net results of the individual acquisition and
the Portfolio Acquisition.
Adjusted Funds from Operations
The calculation of AFFO for the quarters ended June 30, 2009 and 2008 is
as follows:
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
FFO $18,717 $18,812 $(95)
Add:
Above-market lease amortization 772 762 10
Non-cash revenue impacts on
discontinued operations - 10 (10)
Less:
Below-market lease amortization (2,145) (1,814) (331)
Straight-line rent adjustment (1,243) (701) (542)
Maintenance capital expenditures (918) (2,481) 1,563
Maintenance TI and leasing costs (1,114) (2,672) 1,558
-------------------------------------------------------------------------
AFFO $14,069 $11,916 $2,153
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The AFFO result for the quarter ended June 30, 2009 was primarily affected
by the lower maintenance TI and leasing expenditures. Details of the
maintenance TI and capital expenditures are outlined in the "Tenant
Improvement and Capital Expenditures" section of the MD&A.
Pursuant to CSA Staff Notice 52-306 "(Revised) Non-GAAP Financial
Measures", non-GAAP measures such as AFFO should be reconciled to the most
directly comparable GAAP measure, which is interpreted to be the cash flow
from operating activities rather than net income. The reconciliation is as
follows:
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by operating
activities $6,412 $16,480 $(10,068)
Add back (deduct):
Recoverable/productive capacity
enhancing TIs 190 1,099 (909)
Change in non-cash operating items 9,369 (2,848) 12,217
Unit-based compensation expense (12) (11) (1)
Amortization of deferred financing
charges (517) (323) (194)
Amortization of swap settlements (455) - (455)
Maintenance capital expenditures (918) (2,481) 1,563
-------------------------------------------------------------------------
AFFO $14,069 $11,916 $2,153
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash Flow
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Operating activities $6,412 $16,480 $(10,068)
Financing activities $(3,364) $378,614 $(381,978)
Investing activities $(3,216) $(395,094) $391,878
-------------------------------------------------------------------------
Operating Activities
--------------------
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Net income and non-cash items $17,085 $17,403 $(318)
TI and leasing costs (1,304) (3,771) 2,467
Non-cash working capital (9,369) 2,848 (12,217)
-------------------------------------------------------------------------
Cash provided by operating
activities $6,412 $16,480 $(10,068)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Fluctuations in cash provided by operating activities are largely
influenced by the change in non-cash working capital which can be affected by
the timing of receipts and payments. The details of the TI and leasing costs
during the second quarter of 2009 are outlined in the "Tenant Improvements and
Capital Expenditures" section of the MD&A.
Financing Activities
--------------------
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008 Variance
-------------------------------------------------------------------------
Cash provided by (used in):
Net issue of units $64,574 $59,215 $5,359
Net issue (repayment) of
commercial property debt (57,102) 328,567 (385,669)
Payment of distributions (11,655) (10,952) (703)
Other items (net) 819 1,784 (965)
-------------------------------------------------------------------------
Cash provided by (used in)
financing activities $(3,364) $378,614 $(381,978)
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Cash used in financing activities for the quarter ended June 30, 2009 was
$381,978 lower than the quarter ended June 30, 2008 primarily due to the issue
of the Term Facility and the public issue of Units related to the Portfolio
Acquisition in the quarter ended June 30, 2008 , partially offset by the gross
proceeds of $66,855 from the public offering of Units and the private
placement of Class B LP Units with Empire Subsidiaries on June 25, 2009 that
was used to reduce commercial property debt.
Investing Activities
--------------------
Cash used in investing activities for the quarter ended June 30, 2009 was
$3,216. Of this, $3,192 was used for additions to commercial properties. Cash
used in investing activities for the quarter ended June 30, 2008 of $395,094
was primarily due to the Portfolio Acquisition.
Tenant Improvement and Capital Expenditures
-------------------------------------------
-------------------------------------------------------------------------
Quarter Quarter
Ended Ended
June 30, June 30,
(In thousands of dollars) 2009 2008
-------------------------------------------------------------------------
Total additions to commercial properties $3,192 $5,803
Less: amounts recoverable from ECL - (2,084)
-------------------------------------------------------------------------
Net additions to commercial properties 3,192 3,719
Less: productive capacity enhancements (2,274) (1,238)
-------------------------------------------------------------------------
Maintenance capital expenditures $918 $2,481
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(In thousands of dollars) Quarter Quarter
Ended Ended
June 30, June 30,
2009 2008
-------------------------------------------------------------------------
Total additions to TI and leasing costs $1,304 $3,771
Less: amounts recoverable from ECL (159) (1,099)
-------------------------------------------------------------------------
Net additions to TI and leasing costs 1,145 2,672
Less: productive capacity enhancements (31) -
-------------------------------------------------------------------------
Maintenance TI and leasing costs $1,114 $2,672
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The lower maintenance capital expenditures are primarily as a result of
the cautious outlook on capital intensive projects during the current economic
environment. The lower maintenance TI and leasing costs are primarily as a
result of fewer new leases being signed as tenants are being more cautious in
the current environment.
Productive capacity enhancements during the quarter consisted of the
redevelopment of Valley Mall in Corner Brook, Newfoundland and Labrador and
the conversion of Fort Edward Mall in Windsor, Nova Scotia from a retail
enclosed property to a retail plaza.
Changes in Accounting Policies
Effective January 1, 2009 Crombie adopted two new accounting standards
that were issued by the CICA in 2008 and the Emerging Committee Abstract
issued by the CICA in January 2009. These accounting policy changes have been
adopted in accordance with the transitional provisions.
The new standards and accounting policy changes are as follows:
Goodwill and Intangible Assets
------------------------------
Effective January 1, 2009, the accounting and disclosure requirements of
the CICA's two new accounting standards were adopted: "Handbook Section 3064,
Goodwill and Intangible Assets" and "Handbook Section 3450, Research and
Development Costs."
These standards are effective for annual and interim financial statements
related to fiscal years beginning on or after October 1, 2008 and are
applicable for Crombie's first quarter of fiscal 2009. Section 3064 states
that intangible assets may be recognized as assets only if they meet the
definition of an intangible asset. Section 3064 also provides further
information on the recognition of internally generated intangible assets,
(including research and development).
These standards have been applied retrospectively with restatement of
prior periods. The adoption of these new standards resulted in an increase of
$233 to depreciation of commercial properties and a decrease of $233 to
property expenses in the consolidated Statements of Income for the three
months ended June 30, 2008 and an increase of $462 to depreciation of
commercial properties and a decrease of $462 to property expenses for the six
months ended June 30, 2008. In the consolidated Balance Sheets, there was an
increase of $3,946 to commercial properties, an increase of $38 to
receivables, a decrease of $4,246 to prepaid expenses, and a decrease of $220
to payables and accruals at December 31, 2008, and a decrease of $20 to
non-controlling interest and a decrease of $22 to unitholders' equity at
January 1, 2008.
Financial instruments - recognition and measurement
---------------------------------------------------
In January 2009, the CICA issued Emerging Issue Committee Abstract 173
("EIC 173"), "Credit Risk and the Fair Value of Financial Assets and Financial
Liabilities". EIC 173 requires that a company take into account its own credit
risk and the credit risk of its counterparty in determining the fair value of
financial assets and financial liabilities. This Abstract must be applied
retrospectively without restatement of prior periods to all financial assets
and liabilities measured at fair value in interim and annual financial
statements for periods ending on or after January 20, 2009. The adoption of
EIC 173 did not have a significant impact on the Crombie's financial results,
position or disclosures.
Effect of New Accounting Policies Not Yet Implemented
International Financial Reporting Standards
-------------------------------------------
On February 13 2008, the Accounting Standards Board of Canada announced
that GAAP for publicly accountable enterprises will be replaced by
International Financial Reporting Standards ("IFRS"). IFRS must be adopted for
interim and annual financial statements related to fiscal years beginning on
or after January 1, 2011, with retroactive adoption and restatement of the
comparative fiscal year ended December 31, 2010. Accordingly, the conversion
from Canadian GAAP to IFRS will be applicable to Crombie's reporting for the
first quarter of fiscal 2011 for which the current and comparative information
will be prepared under IFRS.
Crombie, with the assistance of its external advisors, have launched an
internal initiative to govern the conversion process and is currently
evaluating the potential impact of the conversion to IFRS on its financial
statements. At this time, the impact on Crombie's future financial position
and results of operations is not reasonably determinable or estimatable.
Crombie expects the transition to IFRS to impact accounting, financial
reporting, internal control over financial reporting, information systems and
business processes.
Crombie has developed a formal project governance structure, and is
providing regular progress reports to senior management and the audit
committee. Crombie has also completed a diagnostic impact assessment, which
involved a high level review of the major differences between current GAAP and
IFRS, as well as establishing an implementation guideline. In accordance with
this guideline Crombie has established a staff training program and is in the
process of completing analysis of the key decision areas and making
recommendations on the same.
Crombie will continue to assess the impact of the transition to IFRS and
to review all of the proposed and ongoing projects of the International
Accounting Standards Board to determine their impact on Crombie. Additionally,
Crombie will continue to invest in training and resources throughout the
transition period to facilitate a timely conversion.
In order to assist Crombie with its transition to IFRS the Unitholders
approved amendments to Crombie's Declaration of Trust, at Crombie's Annual
General and Special Meeting held on May 7, 2009, to allow the Trustees to make
future amendments to the Declaration of Trust without the requirement to
obtain Unitholder approval. These changes are in the same manner as the
Declaration of Trust currently permits Trustees to act as it relates to the
changes in taxation laws.
An example of a potential change to the Declaration of Trust in order to
comply with IFRS standards as they are currently drafted include the fact that
Crombie's units may be regarded under IFRS as a "liability" rather than
"equity" (as they are currently recognized under Canadian GAAP). This
interpretation is influenced principally by the requirement in the Declaration
of Trust that Crombie "shall" distribute in each year an amount at least equal
to its taxable income. Under IFRS, the units would be classified as a
liability if they contain "a contractual obligation to deliver cash or another
financial asset to another entity".
The amendments will not result in any material change to the Unitholders,
but rather were contemplated in order to assist Crombie to implement changes
that will assist in its transition to IFRS. Trustees will be obligated to
determine whether any such change is necessary or desirable in the
circumstances, and all other matters that are currently required to be
approved by Unitholders pursuant to the Declaration of Trust will remain
unchanged.
Related Party Transactions
As at June 30, 2009, Empire, through its wholly-owned subsidiary ECL,
holds a 47.4% indirect interest in Crombie. Crombie uses the exchange amount
as the measurement basis for the related party transactions.
For a period of five years commencing March 23, 2006, certain executive
management individuals and other employees of Crombie will provide general
management, financial, leasing, administrative, and other administration
support services to certain real estate subsidiaries of Empire on a cost
sharing basis. The costs assumed by Empire pursuant to the agreement during
the three months ended and six months ended June 30, 2009 were $278 and $575
(three months ended and six months ended June 30, 2008 - $386 and $841
respectively) and were netted against general and administrative expenses
owing by Crombie to Empire.
For a period of five years, commencing March 23, 2006, certain on-site
maintenance and management employees of Crombie will provide property
management services to certain real estate subsidiaries of Empire on a cost
sharing basis. In addition, for various periods, ECL has an obligation to
provide rental income and interest rate subsidies. The costs assumed by Empire
pursuant to the agreement during the three months ended and six months ended
June 30, 2009 were $273 and $649 (three months ended and six months ended June
30, 2008 - $484 and $1,173 respectively) and was netted against property
expenses owing by Crombie to Empire. The head lease subsidy during the three
months ended and six months ended June 30, 2009 were $154 and $404 (three
months ended and six months ended June 30, 2008 - $231 and $629 respectively).
Crombie also earned rental revenue of $18,650 for the three months ended
June 30, 2009 and $33,210 for the six months ended June 30, 2009 (three months
ended and six months ended June 30, 2008 - $13,135 and $19,497 respectively)
from Sobeys Inc., Empire Theatres and ASC Commercial Leasing Limited ("ASC").
These companies were all subsidiaries of Empire until September 8, 2008 when
ASC was sold. Property revenue from ASC is included in this note disclosure
until the sale date.
Empire has provided Crombie with a $13,800 floating rate demand credit
facility on substantially the same terms and conditions that govern the
floating rate revolving credit facility. During the first quarter of 2009,
$10,000 outstanding at December 31, 2008 was repaid to the demand credit
facility.
On June 1, 2009, Crombie acquired 1.1 acres of land adjacent to the Avalon
Mall, Newfoundland and Labrador, for $3,527 plus additional closing costs from
ECL General Partner Limited, an affiliate of Empire. ECL General Partner
Limited provided debt of $3,527 at a fixed rate of 8.00% and a term of 20
years.
On June 25, 2009, concurrent with the public offering, in satisfaction of
its pre-emptive right, ECL purchased $30,000 of Class B LP Units and the
attached Special Voting Units, on a private-placement basis.
Critical Accounting Estimates
Critical accounting estimates are discussed under the section "Critical
Accounting Estimates" in the 2008 Annual Report.
Commitments and Contingencies
There are various claims and litigation, which Crombie is involved with,
arising out of the ordinary course of business operations. In the opinion of
management, any liability that would arise from such contingencies would not
have a significant adverse effect on these financial statements.
Crombie has agreed to indemnify its trustees and officers, and particular
employees, in accordance with Crombie's policies. Crombie maintains insurance
policies that may provide coverage against certain claims.
Crombie has entered into a management cost sharing agreement with a
subsidiary of Empire.
Crombie has land leases on certain properties. These leases have annual
payments of $969 per year over the next five years. The land leases have terms
of between 15.8 and 76.2 years remaining, including renewal options.
Crombie obtains letters of credit to support our obligations with respect
to construction work on our commercial properties and defeasing commercial
property debt. In connection with the defeasance of the discontinued
operations commercial property debt, Crombie has issued a standby letter of
credit in the amount of $1,715 in favour of the mortgage lender. In addition,
Crombie has $145 in standby letters of credit for construction work that is
being performed on its commercial properties. Crombie does not believe that
any of these standby letters of credit are likely to be drawn upon.
Risk Management
In the normal course of business, Crombie is exposed to a number of
financial risks that can affect its operating performance. These risks, and
the action taken to manage them, are as follows:
Credit risk
-----------
Credit risk arises from the possibility that tenants may experience
financial difficulty and be unable to fulfill their lease commitments.
Crombie's credit risk is limited to the recorded amount of tenant receivables.
An allowance for doubtful accounts is taken for all anticipated problem
accounts.
Crombie mitigates credit risk by geographical diversification, utilizing
staggered lease maturities, diversifying both its tenant mix and asset mix and
conducting credit assessments for new and renewing tenants. As at June 30,
2009;
- Excluding Sobeys (which accounts for 33.0% of Crombie's minimum rent),
no other tenant accounts for more than 2.2% of Crombie's minimum rent,
and
- Over the next five years, no more than 9.3% of the gross leaseable area
of Crombie will expire in any one year.
Crombie earned rental revenue of $18,650 for the three months ended June
30, 2009 and $33,210 for the six months ended June 30, 2009 (three months
ended and six months ended June 30, 2008 - $13,135 and $19,497 respectively)
from subsidiaries of Empire.
Interest rate risk
------------------
Interest rate risk is the potential for financial loss arising from
increases in interest rates. Crombie mitigates interest rate risk by utilizing
staggered debt maturities, limiting the use of permanent floating rate debt
and utilizing interest rate swap agreements. As at June 30, 2009:
- Crombie's weighted average term to maturity of the fixed rate mortgages
was 5.8 years, and
- Crombie's exposure to floating rate debt, including the impact of the
fixed rate swap agreements discussed below, was 20.0% of the total
commercial property debt. Excluding the floating rate term facility,
which is to be replaced with permanent fixed rate financing during the
next seven months, the exposure to floating rate debt is 2.1%
From time to time, Crombie has entered into interest rate swap agreements
to manage the interest rate profile of its current or future debts without an
exchange of the underlying principal amount. Recent turmoil in the financial
markets has materially affected interest swap rates. This effect was
especially pronounced during the fourth quarter of 2008 and the first quarter
of 2009. The interest swap rates are based on Canadian bond yields, plus a
premium, called the swap spread, which reflects the risk of trading with a
private counterparty as opposed to the Canadian government. During the fourth
quarter 2008, the swap spread turned negative and remained negative throughout
the first quarter of 2009. While the swap spreads turned positive during the
second quarter of 2009, they still remain below historical average values. The
effect of the abnormally low swap spreads, combined with the decline in the
Canadian bond yields has resulted in a significant deterioration of the
mark-to-market values for the interest rate swap agreements. At June 30, 2009,
the mark-to-market exposure on the interest rate swap agreements was
approximately $31,831. There is no immediate cash impact from the
mark-to-market adjustment. The unfavourable difference in the mark-to-market
amount of these interest rate swap agreements is reflected in other
comprehensive income (loss) rather than net income as the swaps are all
designated and effective hedges. The breakdown of the swaps in place as part
of the interest rate management program, and their associated mark-to-market
amounts are as follows:
- Crombie has entered into a fixed interest rate swap to fix the amount
of interest to be paid on $50,000 of the revolving credit facility.
The fair value of the fixed interest rate swap at June 30, 2009, had an
unfavourable mark-to-market exposure of $3,674 (June 30, 2008 -
unfavourable $957) compared to its face value. The change in this
amount has been recognized in other comprehensive income (loss). The
mark-to-market amount of fixed interest rate swaps reduce to $Nil upon
maturity of the swaps.
- Crombie has entered into a number of delayed interest rate swap
agreements of a notional amount of $100,334 (June 30, 2008 - $118,689)
with settlement dates between February 1, 2010 and July 2, 2011,
maturing between February 1, 2019 and July 2, 2021 to mitigate exposure
to interest rate increases for mortgages maturing in 2010 and 2011.
The fair value of these delayed interest rate swap agreements had an
unfavourable mark-to-market exposure of $12,774 compared to the face
value June 30, 2009 (June 30, 2008 - unfavourable $8,468). The change
in these amounts has been recognized in other comprehensive income
(loss).
- In relation to the acquisition of a portfolio of 61 retail properties
from subsidiaries of Empire, Crombie has entered into a number of
delayed interest rate swap agreements of a notional amount of $138,000
(June 30, 2008 - $280,000) with a settlement date of August 1, 2009 to
mitigate exposure to interest rate increases prior to replacing the
floating rate term facility with long-term financing. The fair value
of these agreements had an unfavourable mark-to-market exposure of
$15,383 compared to their face value on June 30, 2009 (June 30, 2008 -
$1,782). The change in these amounts has been recognized in other
comprehensive income (loss).
During the first quarter of 2009, Crombie settled an interest rate swap
agreement related to a notional amount of $42,000 for a settlement amount of
$4,535. This settlement amount has been recognized in other comprehensive
income (loss) since the inception of the interest rate swap agreements. This
loss will be reclassified to interest expense using the effective interest
rate method.
Crombie estimates that $897 of other comprehensive income (loss) will be
reclassified to interest expense during the remaining two quarters of 2009
based on interest rate swap agreements settled to June 30, 2009.
A fluctuation in interest rates would have an impact on Crombie's net
earnings and other comprehensive income (loss) items. Based on the previous
year's rate changes, a 0.5% interest rate change would reasonably be
considered possible. The changes would have had the following impact:
Quarter ended Quarter ended
June 30, 2009 June 30, 2008
--------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on net income of
interest rate changes the
floating rate revolving
credit facility $(244) $244 $(340) $340
-------------------------------------------------------------------------
Six months ended Six months ended
June 30, 2008 June 30, 2008
--------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on net income of
interest rate changes the
floating rate revolving
credit facility $(514) $514 $(365) $365
-------------------------------------------------------------------------
June 30, 2009 June 30, 2008
--------------------------------------------
0.5% 0.5% 0.5% 0.5%
increase decrease increase decrease
-------------------------------------------------------------------------
Impact on other compre-
hensive income and non-
controlling interest items
due to changes in fair
value of derivatives
designated as a cash
flow hedge $8,764 $(9,151) $13,129 $(13,735)
-------------------------------------------------------------------------
Crombie does not enter into these interest rate swap transactions on a
speculative basis. Crombie is prohibited by its Declaration of Trust in
purchasing, selling or trading in interest rate future contracts other than
for hedging purposes.
Liquidity risk
--------------
The real estate industry is highly capital intensive. Liquidity risk is
the risk that Crombie may not have access to sufficient debt and equity
capital to fund the growth program and/or refinance the debt obligations as
they mature.
Cash flow generated from operating the property portfolio represents the
primary source of liquidity used to service the interest on debt, fund general
and administrative expenses, reinvest into the portfolio through capital
expenditures, as well as fund tenant improvement costs and make distributions
to Unitholders. Debt repayment requirements are primarily funded from
refinancing Crombie's maturing debt obligations. Property acquisition funding
requirements are funded through a combination of accessing the debt and equity
capital markets.
There is a risk that the debt capital markets may not refinance maturing
debt on terms and conditions acceptable to Crombie or at any terms at all.
Crombie seeks to mitigate this risk by staggering the debt maturity dates.
There is also a risk that the equity capital markets may not be receptive to
an equity issue from Crombie with financial terms acceptable to Crombie.
Crombie mitigates its exposure to liquidity risk utilizing a conservative
approach to capital management.
Access to the Revolving Credit Facility is also limited to the amount
utilized under the facility, plus any negative mark-to-market position on the
interest rate swap agreements, not exceeding the security provided by Crombie.
The mark-to-market adjustment on the interest rate swap agreements reached an
out-of-the-money position of approximately $31,831 at June 30, 2009. The
deterioration in the mark-to-market position may have the impact of reducing
Crombie's available credit in the Revolving Credit Facility.
Crombie has secured a $13,800 floating rate Empire Demand Facility under
essentially the same terms and conditions that govern the Revolving Credit
Facility. This demand facility has been put in place to ensure Crombie
maintains adequate liquidity in order to fund its daily operating activities
while the volatility in the financial markets continues, while also mitigating
the risk of Crombie not being in compliance with covenants under the Revolving
Credit Facility.
Crombie has no mortgages maturing in fiscal 2009 and during the second
quarter of 2009 completed the extension of the Term Facility from the original
maturity date of October 2009 to May 2011.
Subsequent Event
On July 22, 2009, Crombie declared distributions of 7.417 cents per unit
for the period from July 1, 2009, to and including, July 31, 2009. The
distribution will be payable on August 17, 2009 to Unitholders of record as at
July 31, 2009.
Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate
control over financial reporting ("ICFR") to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with GAAP. The
control framework Management used to design ICFR is COSO, which is the
Committee of Sponsoring Organizations of the Treadway Commission. The Chief
Executive Officer and Chief Financial Officer have evaluated the effectiveness
of Crombie's ICFR and have concluded as at June 30, 2009 that Crombie's ICFR
were designed and operated effectively, and that there are no material
weaknesses relating to the design or operation of Crombie's ICFR. There were
no changes to Crombie's ICFR for the quarter ended June 30, 2009 that have
materially affected, or are reasonably likely to materially affect Crombie's
ICFR.
Disclosure Controls and Procedures
Management is responsible for establishing and maintaining disclosure
controls and procedures ("DC&P") to provide reasonable assurance that material
information relating to Crombie is made known to Management by others,
particularly during the period in which the annual filings are being prepared,
and that information required to be disclosed by Crombie in its annual
filings, interim filings or other reports filed or submitted by it under
securities legislation is recorded, processed, summarized and reported with
the time periods specified in securities legislation. The Chief Executive
Officer and Chief Financial Officer have evaluated the effectiveness of
Crombie's DC&P and have concluded as at June 30, 2009 that these DC&P were
designed and operated effectively, and that there are no material weaknesses
relating to the design or operation of Crombie's DC&P.
Quarterly Information
The following table shows information for revenues, net income, AFFO, FFO,
distributions and per unit amounts for the eight most recently completed
quarters.
-----------------------------------------------------------
Quarter Ended
-----------------------------------------------------------
(In thousands
of dollars,
except per Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30,
unit amounts) 2009 2009 2008 2008 2008
-------------------------------------------------------------------------
Property
revenue $50,893 $52,992 $52,522 $51,044 $47,315
Property
expenses 17,258 19,971 19,649 18,634 16,776
-------------------------------------------------------------------------
Property net
operating
income 33,635 33,021 32,873 32,410 30,539
-------------------------------------------------------------------------
Expenses:
General
and adminis-
trative 3,646 1,644 2,701 2,004 1,979
Interest 11,272 10,730 11,318 11,449 9,965
Depreciation
and amorti-
zation 10,803 12,491 12,499 12,535 10,757
-------------------------------------------------------------------------
25,721 24,865 26,518 25,988 22,701
-------------------------------------------------------------------------
Income from
continuing
operations
before other
items,
income taxes
and non-
controlling
interest 7,914 8,156 6,355 6,422 7,838
Other items - 92 55 27 97
-------------------------------------------------------------------------
Income from
continuing
operations
before income
taxes and non-
controlling
interest 7,914 8,248 6,410 6,449 7,935
Income
taxes
expense
- Future - 200 (3,450) 859 701
-------------------------------------------------------------------------
Income from
continuing
operations
before
non-con-
trolling
interest 7,914 8,048 9,860 5,590 7,234
Gain/(loss)
on sale of
discontinued
operations - - 487 (895) -
Income from
discontinued
operations - - 24 226 136
-------------------------------------------------------------------------
Income before
non-con-
trolling
interest 7,914 8,048 10,371 4,921 7,370
Non-con-
trolling
interest 3,786 3,856 4,968 2,358 3,531
-------------------------------------------------------------------------
Net income $4,128 $4,192 $5,403 $2,563 $3,839
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic and
diluted
net income
per unit $0.15 $0.15 $0.20 $0.09 $0.15
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Quarter Ended
-------------------------------------------------------------------------
(In thou-
sands of
dollars,
except per
unit Jun. 30, Mar. 31, Dec. 31, Sep. 30, Jun. 30,
amounts) 2009 2009 2008 2008 2008
-------------------------------------------------------------------------
AFFO $14,069 $16,026 $14,681 $12,457 $11,916
-------------------------------------------------------------------------
-------------------------------------------------------------------------
FFO $18,717 $20,739 $18,933 $19,200 $18,812
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distribu-
tions $12,294 $11,649 $11,649 $11,649 $11,879
-------------------------------------------------------------------------
-------------------------------------------------------------------------
AFFO per
unit(1) $0.27 $0.31 $0.28 $0.24 $0.24
-------------------------------------------------------------------------
-------------------------------------------------------------------------
FFO per
unit(1) $0.35 $0.40 $0.36 $0.37 $0.38
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distribu-
tions per
unit(1) $0.23 $0.22 $0.22 $0.22 $0.23
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-----------------------------------------------
Quarter Ended
-----------------------------------------------
(In thousands of dollars, Mar. 31, Dec. 31, Sep. 30,
except per unit amounts) 2008 2007 2007
-------------------------------------------------------------------------
Property revenue $37,262 $36,455 $35,068
Property expenses 15,312 14,336 14,682
-------------------------------------------------------------------------
Property net operating
income 21,950 22,119 20,386
-------------------------------------------------------------------------
Expenses:
General
and administrative 1,952 2,492 1,843
Interest 6,500 6,577 6,413
Depreciation and
amortization 7,995 8,352 7,575
-------------------------------------------------------------------------
16,447 17,421 15,831
-------------------------------------------------------------------------
Income from continuing
operations before other
items, income taxes and
non-controlling interest 5,503 4,698 4,555
Other items - - -
-------------------------------------------------------------------------
Income from continuing
operations before income
taxes and non-controlling
interest 5,503 4,698 4,555
Income taxes expense
- Future 400 (2,994) 718
-------------------------------------------------------------------------
Income from continuing
operations before
non-controlling interest 5,103 7,692 3,837
Gain/(loss) on sale of
discontinued operations - - -
Income from discontinued
operations 263 132 108
-------------------------------------------------------------------------
Income before
non-controlling interest 5,366 7,824 3,945
Non-controlling interest 2,583 3,766 1,899
-------------------------------------------------------------------------
Net income $2,783 $4,058 $2,046
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Basic and diluted
net income per unit $0.13 $0.19 $0.10
-------------------------------------------------------------------------
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Quarter Ended
-------------------------------------------------------------------------
(In thousands of dollars,
except per unit amounts) Mar. 31, Dec. 31, Sep. 30,
2008 2007 2007
-------------------------------------------------------------------------
AFFO $8,096 $7,761 $6,273
-------------------------------------------------------------------------
-------------------------------------------------------------------------
FFO $13,839 $13,257 $12,310
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distributions $8,867 $8,867 $8,867
-------------------------------------------------------------------------
-------------------------------------------------------------------------
AFFO per unit(1) $0.19 $0.19 $0.15
-------------------------------------------------------------------------
-------------------------------------------------------------------------
FFO per unit(1) $0.33 $0.32 $0.30
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Distributions per unit(1) $0.21 $0.21 $0.21
-------------------------------------------------------------------------
-------------------------------------------------------------------------
(1) AFFO, FFO and distributions per unit are calculated by AFFO, FFO or
distributions, as the case maybe, divided by the diluted weighted
average of the total Units and Special Voting Units outstanding of
52,959,049 for the quarter ended June 30, 2009, 52,351,464 for the
quarter ended March 31, 2009, 52,351,464 for the quarter ended
December 31, 2008, 52,351,464 for the quarter ended September 30,
2008, 49,954,256 for the quarter ended June 30, 2008, 41,728,561 for
the quarter ended March 31, 2008, 41,728,561 for the quarter ended
December 31, 2007, 41,728,561 for the quarter ended September 30,
2007. The quarterly results of these calculations may not add to the
annual calculations due to rounding.
Additional information relating to Crombie, including its latest Annual
Information Form, can be found on the SEDAR web site for Canadian regulatory
filings at www.sedar.com.
Dated: August 6, 2009
Stellarton, Nova Scotia, Canada