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SUMMARY INFORMATION PACKAGE Quarter ended June 30, 2018 Shaping the Future Q2

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Page 1: Shaping the Futures1.q4cdn.com/308575831/files/doc_presentations/... · Shaping the Future. Q2. Table of Contents. NOTE: (1) See, “Non-GAAP Financial Measures”, of 2018 Second

SUMMARY INFORMATION PACKAGEQuarter ended June 30, 2018

Shaping the Future

Q2

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Table of Contents

NOTE:(1) See, “Non-GAAP Financial Measures”, of 2018 Second Quarter MD&A.(2) To be read in conjunction with, “Forward-Looking Statements”, of 2018 Second Quarter MD&A.(3) This document is to be read in conjunction with the 2018 Q2 Report to Unitholders for Choice Properties Real Estate

Investment Trust (“Choice Properties REIT”)

Item Slide NumberForward-Looking Statements 3

Q2 2018 Conference Call – July 19, 11:00AM

Acquisition Activity 4

Q2 2018 Highlights 5

Key Performance Indicators and Selected Financial Information

6

Development Activity 7

Leasing Activity Financial Results – Summary 9

Financial Results – Same Property NOI 10

Summary Information:

Portfolio Mix 11

Lease Expiration Schedule 12

Debt Profile 13

Financial Results Summary 17

Financial Statements 18

2

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Forward-Looking Statements

This document and the 2018 Second Quarter Report, including the MD&A contains forward-looking statements about Choice Properties’objectives, outlook, plans, goals, aspirations, strategies, financial condition, results of operations, cash flows, performance, prospects,opportunities, and legal and regulatory matters. Specific statements with respect to anticipated future results and events can be found in varioussections of the MD&A, including but not limited to, Section 2, “Overview”, Section 3 “Acquisition of Canadian Real Estate Investment Trust(“CREIT“), Section 5 “Investment Properties”, Section 6 “Results of Operations”, Section 7 “Other Measures of Performance”, Section 8“Reportable Operating Segments Results of Operations”, Section 9 “Liquidity and Capital Resources”, Section 11 “Quarterly Results ofOperations” and Section 15 “Outlook”. Forward-looking statements are typically identified by words such as “expect”, “anticipate”, “believe”,“foresee”, “could”, “estimate”, “goal”, “intend”, “plan”, “seek”, “strive”, “will”, “may”, “should” and similar expressions, as they relate to ChoiceProperties and its management.

Forward-looking statements reflect Choice Properties’ current estimates, beliefs and assumptions, which are based on management’sperception of historic trends, current conditions, outlook and expected future developments, as well as other factors it believes are appropriatein the circumstances. Choice Properties’ expectation of operating and financial performance is based on certain assumptions, includingassumptions about the Trust’s future growth potential, prospects and opportunities, industry trends, future levels of indebtedness, tax laws,economic conditions and competition. Management’s estimates, beliefs and assumptions are inherently subject to significant business,economic, competitive and other uncertainties and contingencies regarding future events and as such, are subject to change. Choice Propertiescan give no assurance that such estimates, beliefs and assumptions will prove to be correct.

Numerous risks and uncertainties could cause the Trust’s actual results to differ materially from those expressed, implied or projected in theforward-looking statements, including those described in the “Enterprise Risks and Risk Management” section of Choice Properties’ 2017Annual Report and the Trust’s Annual Information Form (“AIF”) for the year ended December 31, 2017, which is hereby incorporated byreference and which are updated in Section 13, “Enterprise Risks and Risk Management”, of the 2018 Second Quarter MD&A. Such risks anduncertainties include:

• changes in timing to obtain municipal approvals, development costs, and tenant leasing and occupancy of properties underdevelopment, redevelopment, or intensification;

• failure to manage its growth effectively in accordance with its growth strategy or acquire assets on an accretive basis;• failure by Choice Properties to realize the strategic benefits from the acquisition of CREIT;• changes in economic conditions, including changes in interest rates, and the rate of inflation;• shifting consumer preferences toward electronic commerce may result in a decrease in demand for physical space by retail tenants;• failure to realize benefits from investments in Choice Properties’ new Information Technology (“IT”) systems, the inability of Choice

Properties’ IT infrastructure to support the requirements of Choice Properties’ business;• changes in Choice Properties’ competitiveness in the real estate market or the unavailability of desirable commercial real estate assets;• failure of third-party vendors, developers, co-owners or strategic partners to provide adequate services at optimal rates, complete

projects or fulfill contractual obligations;• the inability of Choice Properties Limited Partnership and CPH Master Limited Partnership to make distributions or other payments or

advances;• the inability of Choice Properties to obtain financing;• the inability of Choice Properties to maintain and leverage its relationship with Loblaw Companies Limited (“Loblaw”), including in

respect of: (i) Loblaw’s retained interest in Choice Properties; (ii) the services to be provided to Choice Properties (whether directly orindirectly) by Loblaw; (iii) expected transactions to be entered into between Loblaw and Choice Properties (including Choice Properties’acquisition of certain properties held by Loblaw); and (iv) the Strategic Alliance Agreement between Choice Properties and Loblaw;

• changes in Loblaw’s business, activities or circumstances which may impact Choice Properties, including Loblaw’s inability to make rentpayments or perform its obligations under its leases;

• changes in laws or regulatory regimes, which may affect Choice Properties, including changes in the tax treatment of the Trust and itsdistributions to Unitholders or the inability of the Trust to continue to qualify as a “mutual fund trust” and as a “real estate investmenttrust”, as such terms are defined in the Income Tax Act (Canada);

• changes in Choice Properties’ capital expenditure and fixed cost requirements; and• changes in Choice Properties’ degree of financial leverage.

This is not an exhaustive list of the factors that may affect Choice Properties’ forward-looking statements. Other risks and uncertainties notpresently known to Choice Properties could also cause actual results or events to differ materially from those expressed in its forward-lookingstatements. Additional risks and uncertainties are discussed in Choice Properties’ materials filed with the Canadian securities regulatoryauthorities from time to time, including the Trust’s 2017 AIF. Readers are cautioned not to place undue reliance on these forward-lookingstatements, which reflect Choice Properties’ expectations only as of the date of the 2018 Second Quarter Report. Except as required byapplicable law, Choice Properties does not undertake to update or revise any forward-looking statements, whether as a result of newinformation, future events or otherwise.

3

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Acquisition Activity Summary

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders

On May 4, 2018, Choice Properties completed its acquisition of Canadian Real Estate Investment Trust (“CREIT”), an unincorporated closed-end investment trust that traded on the Toronto Stock Exchange, by acquiring all the assets and assuming all the liabilities for a total consideration of $3.7 billion.

4

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Q2 2018 Highlights

Completed the acquisition of CREIT

Delivered solid year-over-year growth in keyfinancial metrics Rental revenue: $294.6 million, up 41.1% compared to $208.8 million for

Q2 2017. NOI: $205.8 million, up approximately 42.7% compared to $144.2 million

for Q2 2017. NOI, same properties, same GLA: $145.2 million, up 2.0% compared to

$142.4 million for Q2 2017. FFO per unit diluted: $0.272, an increase of $0.010 or 3.8% compared to

$0.262 for Q2 2017. The increase is driven by growth in net property income, attributable to the acquisition of CREIT, partially offset by higher net interest expense, excluding distributions on Exchangeable Units. Excluding these items, FFO for the quarter would have been $149.5 million or $0.260 per unit diluted.

Development: Completed 61,000 square feet of GLA, delivering 20 new retail spaces for third-party tenants.

5

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Key Performance Indicators and Selected Financial Information

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 6

(i) Cash flows from operating activities excludes interest paid.(ii) Excluding $3,280 of lease surrender revenue from Loblaw.(iii) FFO and AFFO per unit as calculated on a diluted basis, the FFO and AFFO payout ratios and the cash retained after distributions

were calculated excluding the accelerated amortization of debt premium of $37,282 (see Section 16, “Non-GAAP Financial Measures”, of the 2018 Second Quarter MD&A).

(iv) Cash retained after distributions has been adjusted from the prior year’s presentation to remove the impact of normalizing capital spending over the year.

(v) Concurrent with the closing of the acquisition of CREIT, Choice Properties converted all its outstanding Class C LP Units into 70,881,226 Exchangeable Units.

(vi) Debt ratios include Class C LP Units but exclude Exchangeable Units, see “Liquidity and Capital Resources”, of the 2018 Second Quarter MD&A. The ratios are non-GAAP financial measures calculated based on the Trust Indentures, as supplemented.

(vii) Calculated on a 12-month normalized basis, excluding lease surrender revenue from Loblaw.(viii) Indebtedness reflects senior unsecured debentures and mortgages only.

As at or for the three months ended June 30 ($ thousands except where otherwise indicated) (unaudited) 2018 2017 Number of properties 757 537 Gross leasable area ("GLA") (in millions of square feet) 67.0 43.8 Occupancy* 97.6 % 98.9 % Rental revenue $ 294,648 $ 208,814 Cash flows from operating activities(i) $ 88,126 $ 107,541 Net income (loss) $ (321,133 ) $ 41,467 Net income (loss) per unit diluted $ (0.557 ) $ 0.100 NOI(1) for Same Properties, excluding development activities(ii)* $ 145,259 $ 142,443 FFO(1)(iii) per unit diluted* $ 0.272 $ 0.262 FFO(1)(iii) payout ratio* 68.1 % 69.6 % AFFO(1)(iii) per unit diluted* $ 0.243 $ 0.232 AFFO(1)(iii) payout ratio* 76.1 % 78.7 % Cash retained after distributions(iii)(iv)* $ 44,964 $ 22,412 Distribution declared per unit $ 0.1850 $ 0.1825 Weighted average Units outstanding – diluted 576,340,477 413,031,606 Total assets - proportionate share basis $ 15,813,137 $ 9,512,207 Long term debt and Class C LP Units(v) - proportionate share basis $ 6,418,780 $ 3,729,417 Debt to total assets(vi)* 48.6 % 45.8 % Debt service coverage(vi)* 3.2x 3.6x Debt to EBITDAFV(1)(vii)* 8.0x 7.3x Indebtedness(viii) – weighted average term to maturity* 5.6 years 5.0 years Indebtedness(viii) – weighted average coupon rate* 3.74 % 3.62 %

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Development ActivityGLA Completed in Q2 2018

7

Address City Province

Completed Development

GLA (sf)Q2 2018

Key Tenants Completed in Q2 2018

20th Avenue NE Calgary Alberta 15,700 Starbucks, Bar Burrito, Pet ValuHerald Rd Saskatoon Saskatchewan 6,500 Metro Liquor20th Sideroad Rd Innisfil Ontario 23,900 Starbucks, Freshii, Global Pet FoodsTecumseh Rd E Windsor Ontario 4,100 ScotiabankMain St. E Shediac New Brunswick 10,800 New Brunswick LiquorTotal 61,000

Innisfil, ON

Shediac, NB

Saskatoon, SK

Calgary, AB

Windsor, ON

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Development ActivitySummary

Development Progress

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 8

Choice Properties’ development program, at the Trust’s ownership share, as at June 30, 2018 is summarized below:

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Leasing Activity

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 9

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Financial ResultsSame Property NOI

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders

The number of Same Properties was 534 for the three months ended June 30, 2018 and June 30, 2017. The following table analyzes the components of NOI:

(i) Properties acquired subsequent to March 31, 2017, including properties acquired in the Acquisition Transaction, net of the dispositions (see Section 17, “AdditionalInformation”, of the 2018 Second Quarter MD&A).

(ii) GLA developed in the comparative periods.

10

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Summary Information – Q2 2018Portfolio Mix

Source: Choice Properties REIT , 2018 Q2 Report to Unitholders 11(1) Related party tenant

(i) Base rent for the month ended June 30, 2018, including straight-line rent.

(ii) Based on definitions of Census Metropolitan Area (CMA) from Statistics Canada published in 2016.

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Summary Information – Q2 2018Lease Expiration Schedule

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 12

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Summary Information – Q2 2018Debt Profile

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders

Components of Total Debt

13

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14

Summary Information – Q2 2018Debt Profile

The schedule of principal repayment of long term debt, based on maturity, is as follows:

Schedules of Repayments and Cash Flow Activities

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders

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Summary Information – Q2 2018 Debt Profile

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 15

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Summary Information – Q2 2018 Debt Profile

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders

As at or for the quarter ended

June 30, 2018

Total assets ($000's)-on a proportionate share basis 15,813,137$

Debt to Total Assets (i) 48.6%

Debt Service Coverage (i) 3.2xDebt to Earnings Before Interest, Taxes, Depreciation and Amortization and Fair Value (EBITDAFV)

11.0x

Indebtedness - weighted average term to maturity (iii)

5.6 years

Indebtedness - weighted average coupon rate 3.74%

(i) Debt ratios include Class C LP Units but exclude Exchangeable Units, see Section 9, “Liquidity and Capital Resources”, of the2018 Second Quarter MD&A. These ratios are non-GAAP financial measures calculated based on the Trust Indentures, as supplemented.

(ii) Indebtedness reflects senior unsecured debentures and mortgages only.

(iii)

16

(unaudited)

Interest Coverage 3.5x

(ii) Debt to EBITDA on a normalized basis would have been 8.0 times.

(ii)

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Financial ResultsSummary

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 17

(1) FFO per unit on a diluted basis and the FFO payout ratio were calculated using the FFO for management purposes which excludesthe impact of the accelerated amortization of the debt premium.(2) FFO and AFFO per unit as calculated on a diluted basis and the FFO and AFFO payout ratios were calculated using the FFO formanagement purposes.

For the periods ended June 30 (in thousands of Canadian dollars, except per unit amounts) (unaudited)

Three Months Six Months

2018 2017 2018 2017 Proportionate share rental revenue $ 304,313 $ 208,814 $ 519,561 $ 412,421 Reverse - Straight-line rental revenue - on a proportionate

share basis (9,416 ) (9,320 ) (17,514 ) (18,618 ) Proportionate share property operating costs (82,995 ) (55,294 ) (140,141 ) (107,005 ) Net Operating Income(1) 211,902 144,200 361,906 286,798 NOI(1) from Acquisition Transaction (51,137 ) — (51,137 ) — NOI(1) from property acquisition and disposition transactions (8,895 ) (433 ) (11,226 ) (1,063 ) NOI(1) Same Properties 151,870 143,767 299,543 285,735 NOI(1) from developed GLA (3,331 ) (1,324 ) (6,081 ) (1,662 ) NOI(1) for Same Properties, with the same GLA $ 148,539 $ 142,443 $ 293,462 $ 284,073 Net Income (Loss) $ (321,133 ) $ 41,467 $ 305,858 $ 65,717 Acquisition transaction costs 108,203 — 120,257 — Adjustment to fair value of unit-based compensation 1,322 338 (3,826 ) 1,592 Adjustment to fair value of Exchangeable Units 191,571 — (363,629 ) 117,656 Adjustment to fair value of investment properties 69,068 7,877 36,029 (84,792 ) Adjustment to fair value of investment property held in equity

accounted joint ventures 425 —

425

1,250

Income taxes 132 — 132 — Net Income before Acquisition Transaction Costs and

Adjustments to Fair Value(1) 49,588 49,682

95,246

101,423

Interest otherwise capitalized for development in equity accounted joint ventures 654

99

900

192

Distributions on Exchangeable Units 67,772 58,033 126,802 114,476 Internal expenses for leasing 1,304 546 2,055 1,105 Funds from Operations(1), per the White Paper $ 119,318 $ 108,360 $ 225,003 $ 217,196 Accelerated amortization of debt premium 37,282 — 37,282 — Funds from Operations(1), for management purposes $ 156,600 $ 108,360 $ 262,285 $ 217,196 Internal expenses for leasing (1,304 ) (546 ) (2,055 ) (1,105 ) Straight-line rent (9,225 ) (9,320 ) (17,323 ) (18,618 ) Property capital expenditures - on a proportionate share basis (1,333 ) (1,621 ) (1,785 ) (1,981 ) Leasing capital expenditures - on a proportionate share basis (4,405 ) (976 ) (5,429 ) (2,366 ) Adjusted Funds from Operations(1), for management purposes $ 140,333 $ 95,897 $ 235,693 $ 193,126 FFO(1)(2) per unit - diluted $ 0.272 $ 0.262 $ 0.529 $ 0.526 FFO(1)(2) payout ratio - diluted 68.1 % 69.6 % 69.9 % 68.4 % AFFO(1)(2) per unit - diluted $ 0.285 $ 0.232 $ 0.475 $ 0.468 FFO(1)(2) payout ratio - diluted 64.9 78.7 77.6 76.9 Distribution declared per unit $ 0.1850 $ 0.1825 $ 0.3700 $ 0.3600 Weighted average Units outstanding - basic 575,202,235 411,169,590 494,759,656 410,969,119 Weighted average Units outstanding - diluted 576,340,477 413,031,606 495,817,694 412,736,871 Number of Units outstanding, end of period 667,224,978 411,385,591 667,224,978 411,385,591

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Financial Statements

Choice Properties Real Estate Investment TrustCondensed Consolidated Balance Sheets

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 18

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Financial Statements

Choice Properties Real Estate Investment Trust Condensed Consolidated Statements of Income (Loss)

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 19

(1)The Class B LP Units of the Trust’s Subsidiary, Choice Properties Limited Partnership, are exchangeable into Trust Units at the option of the holder. Loblaw holds all of the Exchangeable Units. These Exchangeable Units are considered puttable instruments and are required to be classified as financial liabilities at fair value through profit or loss. The distributions paid on the Exchangeable Units are accounted for as interest expense.

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Financial Statements

Choice Properties Real Estate Investment Trust Condensed Consolidated Statements of Cash Flows

Source: Choice Properties REIT, 2018 Q2 Report to Unitholders 20

(unaudited) (in thousands of Canadian dollars)

Three months ended June 30,

2018

Three months ended June 30,

2017

Six months ended June 30,

2018

Six months ended June 30,

2017 Operating Activities Net income (loss) $ (321,133 ) $ 41,467 $ 305,858 $ 65,717 Straight-line rental revenue (9,225 ) (9,320 ) (17,323 ) (18,618 ) Amortization of other assets 247 233 495 466 Net interest expense and other financing charges 167,541 98,585 275,318 194,746 Interest and other income (4,163 ) (656 ) (5,771 ) (1,427 ) Unit-based compensation expense 2,408 1,178 (1,728 ) 3,359 Share of (income) loss in equity accounted joint ventures (4,948 ) (59 ) (5,020 ) 1,131 Adjustment to fair value of Exchangeable Units 191,571 — (363,629 ) 117,656 Adjustment to fair value of investment properties 69,068 7,877 36,029 (84,792 ) Interest received 2,108 413 2,812 1,137 Deferred income taxes 93 — 93 — Net change in non-cash working capital (5,441 ) (32,177 ) (10,769 ) (133,880 ) Cash Flows from Operating Activities 88,126 107,541 216,365 145,495 Investing Activities Acquisition of CREIT, net of cash acquired (1,623,921 ) — (1,623,921 ) — Acquisitions of investment properties (2,086 ) (8,441 ) (29,961 ) (18,275 ) Additions to investment properties (48,101 ) (26,672 ) (75,586 ) (47,226 ) Additions to fixtures and equipment (890 ) (36 ) (1,301 ) (108 ) Change in security deposits 1,295,075 — — — Equity investment contributions (7,916 ) (760 ) (11,996 ) (1,760 ) Mortgages, loans and notes receivable advances (69,399 ) (68,801 ) (139,992 ) (136,807 ) Mortgages, loans and notes receivable repayments 96,758 — 374,346 263,574 Proceeds of disposition 2,745 — 2,745 — Cash Flows from (used in) Investing Activities (354,673 ) (104,710 ) (1,502,604 ) 59,398 Financing Activities

Proceeds from issuance of long term debt, net of debt placement

costs 3,018

1,943,107

Repayments of long term debt (20,735 ) (322 ) (420,825 ) (200,637 ) Conversion of Class C LP Units (98,659 ) — (98,659 ) —

Net advances of credit facilities and term loans, net of debt

placement costs 555,737

23,000

376,737

344,000

Trust Unit issuance costs (283 ) — (283 ) — Cash received on exercise of options — 25 — 25 Cash paid on vesting of restricted units (67 ) (1,142 ) (1,124 ) (1,142 ) Interest paid (36,323 ) (12,240 ) (132,712 ) (104,936 ) Distributions paid on Exchangeable Units (78,705 ) — (310,043 ) (217,324 ) Distributions paid to Unitholders (28,200 ) (11,112 ) (44,704 ) (22,180 ) Cash Flows from (used in) Financing Activities 295,783 (1,791 ) 1,311,494 (202,194 ) Change in cash and cash equivalents 29,236 1,040 25,255 2,699 Cash and cash equivalents, beginning of period 2,426 6,772 6,407 5,113 Cash and Cash Equivalents, end of period $ 31,662 $ 7,812 $ 31,662 $ 7,812