Slate Office REIT Reports Third Quarter 2022 Results

TORONTO--()--Slate Office REIT (TSX: SOT.UN) (the "REIT"), an owner and operator of high-quality workplace real estate, reported today financial results for the three and nine months ended September 30, 2022.

Our transaction activity during and just after the third quarter further enhances the stability of the REIT’s portfolio and highlights the REIT’s ability to source attractive opportunities globally,” said Steve Hodgson, Chief Executive Officer of Slate Office REIT. “At the same time, we recognize that broader market headwinds continue to weigh on the valuations of publicly-traded REITs, creating a divergence between asset values and unit price. Our objective has always been to create long-term value for our unitholders, and we look forward to identifying additional opportunities to unlock the value in our portfolio through the Board’s ongoing strategic review.”

For the CEO’s letter to unitholders for the quarter, please follow the link here.

Highlights

  • Tactical transaction activity advanced the REIT’s repositioning strategy to align its portfolio with high-quality, modern assets with strong credit tenants, long lease terms, and cash flow yield
    • On September 23, 2022, the REIT strategically disposed of an older, higher risk property at 95-105 Moatfield Drive in Toronto, Ontario at a 12.0% premium to purchase price and a 5.0% premium to the REIT’s June 30, 2022 IFRS value
    • After quarter end, the REIT announced the acquisition of a higher-yielding, newer office property in Chicago, Illinois anchored by a 10-year lease with Pfizer, Inc. at an attractive 8.4% capitalization rate or $100 per square foot, with significant upside on occupancy
  • Strong operational performance further enhanced the resiliency of the REIT’s portfolio
    • The REIT completed 109,060 square feet of total leasing in the quarter at a weighted average rental rate spread of 11.9%
    • Same property net operating income in the third quarter of 2022 increased by $0.5 million or 2.1% over the prior quarter
    • The weighted average lease term in the REIT’s portfolio is 5.6 years and 65.1% of tenants are government or high-quality credit tenants
  • Financial stability continues to contribute to the REIT's well-covered distribution yield
    • The REIT provided investors a distribution yield of 9.2% in the third quarter, which was well covered with an AFFO payout ratio of 75.9%
    • After quarter end, the REIT amended and extended its credit facility at the same rate spread and with modifications that preserve liquidity
    • After quarter end, the REIT launched and closed a $45.0 million convertible debenture offering that was used to fund the accretive Chicago acquisition, strengthen the REIT's balance sheet, and proactively pay down secured mortgage debt
  • After period end, the REIT announced that it has launched a comprehensive review of strategic alternatives with a focus on maximizing value for unitholders
    • After period end, the REIT commenced the repurchase of units under the normal course issuer bid (“NCIB”) it renewed in June; under the NCIB, the REIT may purchase up to 6,252,619 units, subject to certain restrictions

Summary of Q3 2022 Results

 

Three months ended September 30,

(thousands of dollars, except per unit amounts)

 

2022

 

 

2021

Change %

Rental revenue

$

50,959

 

$

43,636

16.8%

Net operating income ("NOI")

$

26,860

 

$

23,012

16.7%

Net income

$

18,357

 

$

8,657

112.0%

Same-property NOI

$

21,912

 

$

20,955

4.6%

Weighted average diluted number of trust units (000s)

 

85,658

 

 

73,283

16.9%

FFO

$

10,299

 

$

11,092

(7.1)%

FFO per unit

$

0.12

 

$

0.15

(20.0)%

FFO payout ratio

 

82.9%

 

 

65.8%

17.1%

Core-FFO

$

11,146

 

$

11,888

(6.2)%

Core-FFO per unit

$

0.13

 

$

0.16

(18.8)%

Core-FFO payout ratio

 

76.6%

 

 

61.4%

15.2%

AFFO

$

11,253

 

$

11,041

1.9%

AFFO per unit

$

0.13

 

$

0.15

(13.3)%

AFFO payout ratio

 

75.9%

 

 

66.1%

9.8%

 

 

 

 

 

 

September 30, 2022

 

December 31, 2021

Change %

Total assets

$

1,955,525

 

$

1,808,907

8.1%

Total debt

$

1,137,914

 

$

1,045,542

8.8%

Portfolio occupancy

 

81.9%

 

 

83.8%

(1.9)%

Loan-to-value ratio

 

58.4%

 

 

59.7%

(1.3)%

Net debt to adjusted EBITDA 1

12.1x

 

12.6x

(0.5)x

Interest coverage ratio 1

2.0x

 

2.0x

—x

1 EBITDA is calculated using trailing twelve month actuals, as calculated below.

Conference Call and Presentation Details

Senior management will host a live conference call at 9:00 a.m. ET on Wednesday, November 2, 2022 to discuss the results and ongoing business initiatives of the REIT.

The conference call can be accessed by dialing (416) 764-8658 or 1 (888) 886-7786. Additionally, the conference call will be available via simultaneous audio found at https://app.webinar.net/LM6R0wAyBXV. A replay will be accessible until November 16, 2022 via the REIT's website or by dialing (416) 764-8692 or 1 (877) 674-7070 (access code 890293#) approximately two hours after the live event.

About Slate Office REIT (TSX: SOT.UN)

Slate Office REIT is a global owner and operator of high-quality workplace real estate. The REIT owns interests in and operates a portfolio of strategic and well-located real estate assets in North America and Europe. The majority of the REIT’s portfolio is comprised of government and high-quality credit tenants. The REIT acquires quality assets at a discount to replacement cost and creates value for unitholders by applying hands-on asset management strategies to grow rental revenue, extend lease term and increase occupancy. Visit slateofficereit.com to learn more.

About Slate Asset Management

Slate Asset Management is a global alternative investment platform targeting real assets. We focus on fundamentals with the objective of creating long-term value for our investors and partners. Slate's platform has a range of real estate and infrastructure investment strategies, including opportunistic, value add, core plus, and debt investments. We are supported by exceptional people and flexible capital, which enable us to originate and execute on a wide range of compelling investment opportunities. Visit slateam.com to learn more.

Supplemental Information

All interested parties can access Slate Office REIT's Supplemental Information online at slateofficereit.com in the Investors section. These materials are also available on SEDAR or upon request at ir@slateam.com or (416) 644-4264.

Forward Looking Statements

Certain information herein constitutes “forward-looking information” as defined under Canadian securities laws which reflect management’s expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the REIT. The words “plans”, “expects”, “does not expect”, “scheduled”, “estimates”, “intends”, “anticipates”, “does not anticipate”, “projects”, “believes”, or variations of such words and phrases or statements to the effect that certain actions, events or results “may”, “will”, “could”, “would”, “might”, “occur”, “be achieved”, or “continue” and similar expressions identify forward-looking statements. Some of the specific forward-looking statements contained herein include, but are not limited to, statements relating to the impact of the COVID-19 pandemic. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.

Forward-looking statements are necessarily based on a number of estimates and assumptions that, while considered reasonable by management as of the date hereof, are inherently subject to significant business, economic and competitive uncertainties and contingencies. When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not the times at or by which such performance or results will be achieved. A number of factors could cause actual results to differ, possibly materially, from the results discussed in the forward-looking statements. Additional information about risks and uncertainties is contained in the filings of the REIT with securities regulators.

Non-IFRS Measures

We disclose a number of financial measures in this news release that are not measures used under IFRS, including NOI, same-property NOI, FFO, FFO payout ratio, Core-FFO, Core-FFO payout ratio, AFFO, AFFO payout ratio, IFRS net asset value, adjusted EBITDA, net debt to adjusted EBITDA and the interest coverage ratio, in addition to certain measures on a per unit basis.

  • NOI is defined as rental revenue less operating property expenses, prior to straight-line rent and other changes. Same-property NOI includes those properties owned by the REIT for each of the current period and the relevant comparative period.
  • FFO is defined as net income and comprehensive income adjusted for certain items including leasing costs amortized to revenue, change in fair value of properties, change in fair value of financial instruments, transaction costs, depreciation of hotel asset, change in fair value of Class B LP units, distributions to Class B LP unitholders and subscription receipts equivalent amount.
  • Core-FFO is defined as FFO adjusted for the REIT's share of lease payments received for its Data Centre asset, which for IFRS purposes is accounted for as a finance lease and removes the impact of mortgage discharge fees (if any).
  • AFFO is defined as FFO adjusted for certain items including guaranteed income supplements, amortization of deferred transaction costs, de-recognition and amortization of mark-to-market adjustments on mortgages refinanced or discharged, adjustments for interest rate subsidies received, recognition of the REIT's share of lease payments received for its Data Centre asset, which for IFRS purposes is accounted for as a finance lease, amortization of straight-line rent and normalized direct leasing and capital costs.
  • FFO payout ratio, Core-FFO payout ratio and AFFO payout ratio are defined as distributions declared divided by FFO, Core-FFO and AFFO, respectively.
  • FFO per unit, Core-FFO per unit and AFFO per unit are defined as FFO, Core-FFO and AFFO divided by the weighted average diluted number of units outstanding, respectively.
  • IFRS net asset value is defined as the aggregate of the carrying value of the REIT’s equity, Class B LP units and deferred units.
  • Adjusted EBITDA is defined as earnings before interest, income taxes, depreciation, fair value gains (losses) from both financial instruments and investment properties, while also excluding non-recurring items such as transaction costs from dispositions, acquisitions or other events and adjusting income received from the Data Centre to cash received as opposed to finance income recorded for accounting purposes.
  • Net debt to adjusted EBITDA is calculated by dividing the aggregate amount of debt outstanding, less cash on hand, by annualized adjusted EBITDA.
  • Interest coverage ratio is defined as adjusted EBITDA divided by cash interest paid.

We utilize these measures for a variety of reasons, including measuring performance, managing the business, capital allocation and the assessment of risk. Descriptions of why these non-IFRS measures are useful to investors and how management uses each measure are included in Management’s Discussion and Analysis, which readers should read when evaluating the measures included herein. We believe that providing these performance measures on a supplemental basis to our IFRS results is helpful to investors in assessing the overall performance of our businesses in a manner similar to management. These financial measures should not be considered as a substitute for similar financial measures calculated in accordance with IFRS. We caution readers that these non-IFRS financial measures may differ from the calculations disclosed by other businesses, and as a result, may not be comparable to similar measures presented by others.

SOT-FR

Calculation and Reconciliation of Non-IFRS Measures

The tables below summarize a calculation of non-IFRS measures based on IFRS financial information.

The calculation of NOI is as follows:

 

Three months ended September 30,

(thousands of dollars, except per unit amounts)

 

2022

 

 

2021

Revenue

$

50,959

 

$

43,636 

Property operating expenses

 

(23,749)

 

 

(20,771)

IFRIC 21 property tax adjustment 1

 

(2,943)

 

 

(2,368)

Straight-line rents and other changes

 

2,593

 

 

2,515

Net operating income

$

26,860

 

$

23,012

 

 

 

 

The reconciliation of net income to FFO, Core-FFO and AFFO is as follows:

 

 

 

 

 

Three months ended September 30,

(thousands of dollars, except per unit amounts)

 

2022

 

 

2021

Net income

$

18,357

 

$

8,657

Add (deduct):

 

 

 

Leasing costs amortized to revenue

 

2,404

 

 

2,159

Change in fair value of properties

 

3,164

 

 

(41)

IFRIC 21 property tax adjustment 1

 

(2,943)

 

 

(2,368)

Change in fair value of financial instruments

 

(11,407)

 

 

1,817

Transaction costs

 

1,218

 

 

Depreciation of hotel asset

 

243

 

 

257

Deferred income tax expense

 

320

 

 

823

Change in fair value of Class B LP units

 

(1,585)

 

 

(740)

Distributions to Class B unitholders

 

528

 

 

528

Subscription receipts equivalent amount

 

 

 

FFO 2

$

10,299

 

$

11,092

Finance income on finance lease receivable

 

(758)

 

 

(809)

Finance lease payments received

 

1,605

 

 

1,605

Core-FFO 2

$

11,146

 

$

11,888

Amortization of deferred transaction costs

 

1,374

 

 

778

Amortization of debt mark-to-market adjustments

 

971

 

 

(39)

Amortization of straight-line rent

 

189

 

 

356

Interest rate subsidy

 

 

 

108

Normalized direct leasing and capital costs

 

(2,427)

 

 

(2,050)

AFFO 2

$

11,253

 

$

11,041 

 

 

 

 

Weighted average number of diluted units outstanding (000s)

 

85,658

 

 

73,283

FFO per unit 2

$

0.12

 

$

0.15

Core-FFO per unit 2

$

0.13

 

$

0.16

AFFO per unit 2

$

0.13

 

$

0.15

FFO payout ratio 2

 

82.9%

 

 

65.8%

Core-FFO payout ratio 2

 

76.6%

 

 

61.4%

AFFO payout ratio 2

 

75.9%

 

 

66.1%

1 In accordance with IFRIC 21, the REIT recognizes property tax liability and expense on its existing U.S. properties as at January 1 of each year, rather than progressively, i.e. ratably throughout the year. The recognition of property taxes as a result of IFRIC 21 has no impact on NOI, FFO or AFFO.

2 Refer to "Non-IFRS measures" section above.

The reconciliation of cash flow from operating activities to FFO, Core-FFO and AFFO is as follows:

 

Three months ended September 30,

(thousands of dollars)

 

2022

 

 

2021

Cash flow from operating activities

$

11,242

 

$

12,329

Add (deduct):

 

 

 

Leasing costs amortized to revenue

 

2,404

 

 

2,159

Transaction costs

 

1,218

 

 

Working capital items

 

(155)

 

 

(670)

Straight-line rent and other changes

 

(2,593)

 

 

(2,515)

Interest and other finance costs

 

(14,078)

 

 

(10,585)

Interest paid

 

11,733

 

 

9,846

Distributions paid to Class B unitholders

 

528

 

 

528

FFO 1

$

10,299

 

$

11,092

Finance income on finance lease receivable

 

(758)

 

 

(809)

Finance lease payments received

 

1,605

 

 

1,605

Core-FFO 1

$

11,146

 

$

11,888

Amortization of deferred transaction costs

 

1,374

 

 

778

Amortization of debt mark-to-market adjustments

 

971

 

 

(39)

Amortization of straight-line rent

 

189

 

 

356

Interest rate subsidy

 

 

 

108

Normalized direct leasing and capital costs

 

(2,427)

 

 

(2,050)

AFFO 1

$

11,253

 

$

11,041 

1Refer to "Non-IFRS measures" section above.

The calculation of trailing twelve month adjusted EBITDA is as follows:

 

Trailing twelve months ended September 30,

(thousands of dollars)

 

2022

 

 

2021

Net income

$

83,896

 

$

39,623

Straight-line rent and other changes

 

8,773

 

 

8,070

Interest income

 

(445)

 

 

(505)

Interest and finance costs

 

51,467

 

 

43,952

Change in fair value of properties

 

(9,314)

 

 

(6,685)

IFRIC 21 property tax adjustment 1

 

611

 

 

45

Change in fair value of financial instruments

 

(51,017)

 

 

(15,429)

Distributions to Class B shareholders

 

2,112

 

 

2,112

Transaction costs

 

1,875

 

 

402

Depreciation of hotel asset

 

981

 

 

1,035

Change in fair value of Class B LP units

 

(4,491)

 

 

8,667

Deferred income tax expense

 

5,412

 

 

1,777

Current income tax expense

 

955

 

 

54

Adjusted EBITDA 2

$

90,815

 

$

83,118 

1 In accordance with IFRIC 21, the REIT recognizes property tax liability and expense on its existing U.S. properties as at January 1 of each year, rather than progressively, i.e. ratably throughout the year. The recognition of property taxes as a result of IFRIC 21 has no impact on NOI, FFO or AFFO.

2 Adjusted EBITDA is based on actuals for the twelve months preceding the balance sheet date.

The calculation of net debt is as follows:

(thousands of dollars)

September 30, 2022

 

September 30, 2021

Debt, non-current

$

768,311

 

$

818,095

Debt, current

 

369,603

 

 

167,964

Debt

$

1,137,914

 

$

986,059

Less: cash on hand

 

37,103

 

 

5,323

Net debt

$

1,100,811

 

$

980,736

The calculation of net debt to adjusted EBITDA is as follows:

 

Trailing twelve months ended September 30,

(thousands of dollars)

 

2022

 

 

2021

Debt

$

1,137,914

 

$

986,059

Less: cash on hand

 

37,103

 

 

5,323

Net debt

$

1,100,811

 

$

980,736

Adjusted EBITDA 1 2

 

90,815

 

 

83,118

Net debt to adjusted EBITDA 2

12.1x

 

11.8x

1 Adjusted EBITDA is based on actuals for the twelve months preceding the balance sheet date.

2 Refer to "Non-IFRS measures" section above.

The interest coverage ratio is calculated as follows:

 

Trailing twelve months ended September 30,

(thousands of dollars)

 

2022

 

 

2021

Adjusted EBITDA 1

$

90,815

 

$

83,118

Interest expense

 

44,472

 

 

40,372

Interest coverage ratio 1

2.0x

 

2.1x

1 Refer to "Non-IFRS measures" section above.

The following is the calculation of IFRS net asset value on a total and per unit basis at September 30, 2022 and December 31, 2021:

(thousands of dollars, except per unit amounts)

September 30, 2022

 

December 31, 2021

Equity

$

734,903

 

$

621,967

Class B LP units

 

22,991

 

 

26,426

Deferred unit liability

 

936

 

 

815

Deferred tax liability

 

7,743

 

 

2,750

IFRS net asset value

$

766,573

 

$

651,958

 

 

 

 

Diluted number of units outstanding (000s) 1

 

85,674

 

 

73,214

IFRS net asset value per unit

$

8.95

 

$

8.90

1 Represents the fully diluted number of units outstanding and includes outstanding REIT units, DUP units and Class B LP units.

 

Contacts

Investor Relations
Tel: +1 416 644 4264
E-mail: ir@slateam.com

Contacts

Investor Relations
Tel: +1 416 644 4264
E-mail: ir@slateam.com