RioCan Real Estate Investment Trust : Announces Record Results With 20% Increase in Operating Funds from Operations

TORONTO, ONTARIO--(Marketwired - May 3, 2013) - RioCan Real Estate Investment Trust (TSX:REI.UN) -

HIGHLIGHTS for three months ended March 31, 2013:

All figures in Canadian dollars unless otherwise noted. RioCan's results are prepared in accordance with International Financial Reporting Standards ("IFRS").

• RioCan's Operating FFO increased by 20% to $124 million for the three months ending March 31, 2013 ("First Quarter") compared to $103 million in the first quarter of 2012. On a per unit basis, Operating FFO increased 11% to $0.41 per unit from $0.37 per unit in the same period of 2012;
• Overall occupancy was 97.0% at March 31, 2013, compared to 96.9% at March 31, 2012;
• RioCan renewed 808,000 square feet in the Canadian portfolio during the First Quarter at an average rent increase of $1.93 per square foot, representing an increase of 13.4%, compared to 10.0% for the same period in 2012;
• During the First Quarter, RioCan acquired interests in one income property in Canada and one income property in the US aggregating approximately 169,000 square feet at an aggregate purchase price of $19 million at RioCan's interest at a weighted average capitalization rate of 6.3%;
• Subsequent to the quarter end, RioCan completed the purchase of four properties in Canada at an aggregate purchase price of $418 million and a weighted average capitalization rate of 5.2%, which includes Burlington Mall, Oakville Place and South Cambridge Centre;
• Subsequent to the quarter end, RioCan sold or has under firm contract to sell four properties located in secondary markets at a total purchase price of $364 million;
• During the First Quarter, RioCan issued $250 million of Series S five year senior unsecured debentures at interest rate of 2.87%. Subsequent to the quarter end, RioCan has filed a Redemption Notice for the $150 million Series M debentures that carry a coupon of 5.65% and issued $200 million Series T ten year senior unsecured debentures at an interest rate of 3.725%;
• On February 7, 2013 RioCan sold its entire position of 9.4 million shares of Cedar for total proceeds of approximately US$48 million and during the quarter RioCan opened its first regional office outside of Canada in Mount Laurel, New Jersey; and
• Beginning January 2013, RioCan increased its monthly distribution by 2% to $0.1175 per unit ($1.41 per unit annualized from $1.38 per unit).

RioCan Real Estate Investment Trust ("RioCan") today announced its financial results for the three months ended March 31, 2013.

"I am pleased with our results for the first quarter and we are on course to achieve our goals for the year. So far in 2013, RioCan has accessed the unsecured debt markets twice, at attractive rates and has been able to proactively manage our debt maturity schedule by redeeming our 2015 maturity," said Edward Sonshine, Chief Executive Officer of RioCan. "Our program of paring RioCan's assets to improve the overall portfolio and to secure the best growth prospects in the long term is progressing well and is providing the necessary capital to complete a number of exciting enclosed mall acquisitions. In addition, we have a number of exciting and high profile development projects in our pipeline that will secure future growth for RioCan."

Financial Highlights

Operating Funds from operations ("Operating FFO")

1. Based on RioCan's proportionate share including joint ventures accounted for under the equity method of accounting

Operating FFO for the First Quarter was $124 million ($0.41 per unit) compared to $103 million ($0.37 per unit) in the first quarter of 2012. The primary reasons for this increase were: a $19 million increase in net operating income ("NOI"), which was due to acquisitions, same property growth of 0.3% in Canada and 1.4% in the US, and the completion of greenfield developments. Operating FFO also benefited from higher development fees of $5 million in the First Quarter. These increases to Operating FFO were partially offset by increased interest expenses of $2 million related to acquisitions and higher general and administrative expenses of $1 million during the First Quarter.

Same Store and Same Property NOI

Highlights for Same Store and Property Growth - year over year:

Canada

• New leasing which favourably impacted NOI by $3.2 million, and
• Renewal and fixed rent steps which increased NOI by $1.7 million, and the leasing of space vacated due to bankruptcy or lease cancellations, which increased NOI by $2.0 million.

Offset by:

• The impact of vacancy caused by normal course turnover of $3.4 million,
• unanticipated vacancies that reduced NOI by $0.9 million, and
• $1.4 million from lease cancellations that have occurred in the past quarter.

Highlights for Same Store and Property Growth - year over year:

United States

• New leasing which favourably impacted NOI by $0.4 million; and
• Reduced third party management fees of $0.3 million during the quarter as a result of the internalization of management for RioCan's northeastern US portfolio.

Offset by:

• Adjustments related to 2013 operating cost and realty tax re-assessments and the corresponding shortfall associated with vacancies of $0.3 million.

Leasing and Operational Highlights:

Highlights:

• RioCan's Canadian portfolio is concentrated in Canada's six high growth markets (consisting of Calgary, Edmonton, Montreal, Ottawa, Toronto and Vancouver). Assets in these markets contribute about 68.9% of RioCan's Canadian annualized rental revenue (67.5% at Dec. 31, 2012). After taking into consideration RioCan's disposition pipeline and acquisitions, these markets are expected to contribute in excess of 70% of RioCan's Canadian annualized rental revenue;

• National and anchor tenants represented about 86.0% of RioCan's total annualized rental revenue at March 31, 2013 compared to 85.7% at March 31, 2012; and

• No individual tenant comprised more than 4.4% of annualized rental revenue. At March 31, 2013, Walmart was RioCan's largest tenant.

Portfolio Activity and Acquisition Pipeline

During the First Quarter, RioCan completed two acquisitions of interests in income producing properties (one in Canada and one in the US) at an aggregate purchase price of $19 million, at RioCan's interest with a weighted average capitalization rate of 6.3%.

Acquisitions Completed in the First Quarter

Canada

• On March 26, 2013, RioCan acquired a 100% interest in phase I of Hunt Club in Ottawa, Ontario. Hunt Club is newly built non grocery anchored retail centre expected to be 144,600 square feet in total, including 17,000 square feet still being developed by the vendor and subject to earn-outs payable by Riocan. The existing building is owned and occupied by Lowes on a ground lease. The purchase price was $16 million, which equates to a capitalization rate of 6.0% and was acquired free and clear of financing.

United States

• A 100% interest in a 24,000 square foot unit at Monroe Marketplace in Selinsgrove, Pennsylvania to be occupied by TJ Maxx. Acquired by RioCan in 2010 (and, with respect to Cedar's 20% interest, 2012), Monroe Marketplace is a 340,000 square foot power centre anchored by Giant Foods and Kohl's. The purchase price for the 24,000 square foot addition is US$3 million which equates to a capitalization rate of 7.6% and will be acquired free and clear of financing.

Acquisitions Completed subsequent to the First Quarter

Canada

• Oakville Place is located directly off of Queen Elizabeth Way ("QEW"), the major highway running through Ontario's "Golden Horseshoe", in Oakville, Ontario. Oakville is a fast growing community with a strong, diversified economic base, and possesses one of Canada's highest income demographics with an average household income statistic that is well above the national average. Oakville Place is a fashion focused, two level regional mall containing approximately 455,000 square feet of gross leasable area. The property was built in 1981 and has undergone significant renovations in 2004 and 2008. Oakville Place is 100% occupied and is anchored by The Bay and Sears. Other major retail tenants at Oakville Place include American Eagle, H&M, Jacob, Birks, Roots, Laura, Mexx and Shoppers Drug Mart. At September 30, 2012, the property's Commercial Retail Units ("CRU") generated average sales of approximately $493 per square foot. Approximately 94% of the gross rent is generated by national and regional tenants. RioCan purchased a 100% interest in the property at a purchase price of $259 million, which equates to a capitalization rate of 5.0%. In connection with the purchase, RioCan assumed the in place mortgage financing of $112 million which carries an interest rate of 4.7%, maturing in 2021.
• Burlington Mall, located near the QEW at Guelph Line and Fairview Street, is a 782,000 square foot enclosed mall. The property is owned on a 50/50 joint venture basis with the KingSett Canadian Real Estate Investment Fund. Burlington Mall was constructed in 1968 and has undergone significant renovations in 2001, 2004 and 2006. The property is 99% occupied and is anchored by Target, Canadian Tire and Winners/HomeSense, and is shadow anchored by The Bay. Other major tenants include Dollarama, Old Navy, Shoppers Drug Mart and SportChek. At September 30, 2012, the property's CRU generated average sales of approximately $386 per square foot. Approximately 87% of the gross rent is generated by national and regional tenants. RioCan will provide asset and property management functions for the property. The purchase price for the property was $206 million at 100% ($103 million at RioCan's interest), which equates to a capitalization rate of 5.0%. In connection with the purchase, the parties assumed the in place mortgage financing of $105 million ($52.5 million at RioCan's interest) which carries an interest rate of 3.8%, maturing in 2016.
• South Cambridge Centre is a 190,000 square foot grocery anchored shopping centre. The property is 100% occupied and is anchored by a Zehrs grocery store (Loblaws). Other major tenants at the property include the Liquor Control Board of Ontario, The Beer Store and Home Hardware. RioCan purchased a 100% interest in the property at a purchase price of $35 million, which equates to a capitalization rate of 6.7%. In connection with the purchase, RioCan assumed the in place mortgage financing of $19.5 million which carries an interest rate of 5.5% maturing in July 2016.
• The May 2, 2013 acquisition of an additional 50% interest in March Road Shopping Centre in Ottawa, Ontario at a purchase price of $21 million, which equates to a capitalization rate of 5.3%. RioCan now has a 100% interest in the property. March Road is a 109,000 square foot grocery anchored retail shopping centre anchored by Sobeys. In connection with the purchase, RioCan assumed the other 50% of the in place first mortgage financing of $11 million, which carries an interest rate of 4.04%, maturing in September 2021.

The acquisitions of Burlington Mall, Oakville Place, and South Cambridge Centre were completed as part of the H&R REIT and KingSett Consortium acquisition of Primaris REIT.

Acquisitions Under Contract (Firm)

RioCan currently has two income properties in Canada under contract where conditions have been waived that, if completed, represents $68 million of acquisitions at RioCan's interest, at a weighted average capitalization rate of 5.4%.

Canada

In Canada, RioCan has waived conditions pursuant to a purchase and sale agreement with respect to two properties as follows:

• The May 2, 2013 acquisition of an additional 35.2% interest in Shoppers City East Shopping Centre in Ottawa, Ontario at purchase price of $10 million, which equates to a capitalization rate of 5.6%. In the fourth quarter of 2012, RioCan acquired an initial 27.6% interest in this property and upon completion of the additional 35.2% interest, RioCan will hold a 62.8% interest in the property. Shoppers City East is a 148,000 square foot non grocery anchored retail shopping centre anchored by Shoppers Drug Mart. Other notable tenants include Staples and Giant Tiger. The site area is 19.4 acres and has the potential for redevelopment. This acquisition is expected to close during the second quarter of 2013.

• 1860 Bayview Avenue is a development site located at the northwest corner of Bayview Avenue and Broadway Avenue in the Leaside area of Toronto. Trinity Development Group is currently developing a grocery-anchored centre on the site, and RioCan will acquire the site on a forward purchase basis at a purchase price of $58 million, at a capitalization rate of 5.4%. Once completed, the centre will consist of approximately 74,220 square feet of retail space and will be anchored by a 50,200 square foot Whole Foods.

Acquisitions Under Contract (Conditional)

RioCan has $27 million of income property acquisitions (at RioCan's interest) under contract where conditions have not yet been waived. These transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given.

Acquisition Pipeline

RioCan is currently in negotiations regarding property acquisitions in Canada and the US that, if completed, represent approximately $25 million of additional acquisitions at RioCan's interest (calculated taking into account the US dollar transactions at an exchange rate of par). These transactions are in various stages of negotiations and while efforts will be made to complete these negotiations, no assurance can be given.

Disposition Pipeline

During the three months ended March 31, 2013, RioCan completed the disposition of St. Clair Beach Shopping Centre, a 76,000 square foot retail centre located in Windsor, Ontario, at a sales price of $10.5 million.

Subsequent to the quarter, RioCan completed the disposition of RioCan Centre Thunder Bay, a 334,000 square foot retail centre located in Thunder Bay, Ontario, at a sales price of $62.8 million. The property had approximately $11 million of debt associated with it at the time of sale, which was assumed by the purchaser.

RioCan has three property dispositions under firm contracts where conditions have been waived pursuant to purchase and sale agreements at an aggregate sales price of $301.0 million. Subsequent to the quarter end, RioCan has discharged one mortgage of approximately $59 million associated with these properties, resulting in remaining debt of approximately $55.9 million, which will be assumed by the purchaser. The properties have a gross leasable area of 1.25 million square feet.

RioCan has four property dispositions under conditional contracts where conditions have not been waived pursuant to purchase and sale agreements at an aggregate sales price of $35.7 million. The properties are free and clear of financing and have a gross leasable area of 433,000 square feet. These transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given.

Additionally, RioCan is currently in the process of marketing for sale two other non-core Canadian properties. The properties have gross leasable area of 186,000 square feet. The fair value of the portfolio as at March 31, 2013 calculated in accordance with IFRS was approximately $13.4 million and the properties are free and clear of financing. RioCan is under no obligation to proceed with such proposed dispositions which, if completed, will be done to facilitate its objective of paring its portfolio and focusing on major markets.

Development Portfolio

As at March 31, 2013, RioCan had ownership interests in 11 development projects. RioCan's development projects will, upon completion, comprise about 10.5 million square feet (4.8 million square feet at RioCan's interest). In addition to its development projects, RioCan continues its urban intensification activities, primarily in the Toronto, Ontario market.

During the three months ended March 31, 2013, RioCan acquired a 50% interest in Sage Hill Crossing, a 34 acre Greenfield development site located in Northwest Calgary, Alberta, at a purchase price of $32 million ($16 million at RioCan's interest) with KingSett on a 50/50 joint venture basis. Once completed, the anticipated gross leasable area is 378,000 square feet of retail use. A Letter of Intent is in place with Wal-Mart for a land lease and a binding offer to lease has been executed with Loblaws for a 45,000 square foot store. Development is expected to commence during the summer of 2013. The site was acquired free and clear of financing and RioCan will develop and manage the asset on behalf of the joint venture.

Development acquisitions completed subsequent to the First Quarter

The April 8, 2013 acquisition of Calgary East Village, a 2.8 acre site located in the East Village area of downtown Calgary, Alberta. The site is one of downtown Calgary's few remaining privately owned full city blocks. The site was acquired on a 50/50 joint venture basis between RioCan and KingSett at a purchase price of $20 million ($10 million at RioCan's interest). The site was acquired free and clear of financing and RioCan will develop, lease and manage the property on behalf of the joint venture. The joint venture is contemplating the development of 560,000 square feet of mixed use retail and office space, with development anticipated to commence in the spring of 2014. An executed Letter of Intent with Loblaws is in place to lease 100,000 square feet of space on the second floor of the development and expressions of interest have been received from several other potential tenants.

The April 23, 2013 acquisition of West Kanata Lands, a 52.5 acre parcel of land located in Kanata, Ontario, approximately 20 kilometers west of Ottawa, Ontario. The site was acquired on a 50/50 joint venture basis between RioCan and Tanger at a purchase price of $29.4 million ($14.7 million at RioCan's interest). The site was acquired free and clear of financing and RioCan acquired a managing interest in the development property. It is intended that the site will be developed into an estimated 347,000 square foot outlet centre with the development expected to commence in the second quarter of 2013.

The April 30, 2013 acquisition of phase II of the Globe & Mail lands development site, a 1.2 acre piece of land adjacent to the 6.47 acres acquired in Q4 2012, located west of Spadina Avenue, between Front Street West and Wellington Street West, in Toronto, Ontario. Consistent with the acquisition of phase I, phase II was acquired on a 40/40/20 joint venture basis between RioCan, Allied and Diamond Corp. The purchase price was $37 million ($15 million at RioCan's interest). In connection with the purchase, the parties assumed vendor take-back mortgage financing of approximately $22 million ($9 million at RioCan's interest) at an interest rate of 2.0% (interest only) for a five year term. The site will be redeveloped into mixed use retail, office and residential space.

Development property acquisitions under contract

RioCan currently has one development site in Canada under firm contract where conditions have been waived that, if completed, represents $29 million of acquisitions at RioCan's interest.

• The acquisition of Calaway Park, a 35 acre parcel of land located approximately 25 kilometers west of Calgary, Alberta. The site is to be acquired on a 50/50 joint venture basis between RioCan and Tanger at a purchase price of $28 million ($14 million at RioCan's interest). The site would be acquired free and clear of financing and RioCan would acquire a managing interest in the development property. The site represents an opportunity for the RioCan/Tanger joint venture to enter the Calgary market with the intention to develop the land into an outlet centre of approximately 350,000 square feet. The acquisition is expected to close in the third quarter of 2013.

Additionally, RioCan has $54 million of development sites in Canada (at RioCan's interest) under contract where conditions have not yet been waived. These transactions are in various stages of due diligence and while efforts will be made to complete these transactions, no assurance can be given.

Liquidity and Capital

1. Based on RioCan's proportionate share including joint ventures accounted for under the equity method of accounting

Financing Highlights for the First Quarter

Canada

• RioCan obtained approximately $17 million of fixed-rate mortgage financing at a weighted average interest rate of 3.6% with a weighted average term to maturity of about 6.0 years. RioCan also obtained $78 million of floating rate financing at an average interest rate of 1.7%.
• As at March 31, 2013, RioCan had eight series of Debentures outstanding totalling $1.4 billion (December 31, 2012 - eight series totalling $1.3 billion). During the First Quarter, RioCan issued $250 million of five year senior unsecured debentures at interest rate of 2.87%. Subsequent to the quarter end RioCan has filed a Redemption Notice for the $150 million Series M debentures that carry a 5.65% coupon and issued $200 million Series T ten year senior unsecured debentures at an interest rate of 3.725%;
• RioCan has four revolving lines of credit in place with three Canadian chartered banks, having an aggregate capacity of $429 million. At March 31, 2013, $23 million has been drawn as letters of credit, leaving $405 million available for cash draws under the lines of credit.

US

• RioCan did not obtain any US mortgage financing during the First Quarter.

RioCan's Consolidated Financial Statements, Management's Discussion and Analysis and a Supplemental Information Package for the three months ended March 31, 2013 are available on RioCan's website at www.riocan.com.

Conference Call and Webcast

Interested parties are invited to participate in a conference call with management on Friday, May 3, 2013 at 11:00 a.m. eastern time. You will be required to identify yourself and the organization on whose behalf you are participating.

In order to participate, please dial 416-340-2218 or 1-866-226-1793 If you cannot participate in the live mode, a replay will be available until May 31, 2013. To access the replay, please dial 905-694-9451 or 1-800-408-3053 and enter passcode 5417299#.

Scheduled speakers include Edward Sonshine, O.Ont. Q.C., Chief Executive Officer, Fred Waks, President and Chief Operating Officer and Rags Davloor, Executive Vice President and Chief Financial Officer. Management's presentation will be followed by a question and answer period. To ask a question, press "star 1" on a touch-tone phone. The conference call operator will be notified of all requests in the order in which they are made, and will introduce each questioner.

Alternatively, to access the simultaneous webcast, go to the following link on RioCan's website http://investor.riocan.com/Investor-Relations/Events-Webcasts/default.aspx and click on the link for the webcast. The webcast will be archived 24 hours after the end of the conference call and can be accessed for 120 days.

About RioCan

RioCan is Canada's largest real estate investment trust with a total capitalization of approximately $14.4 billion as at March 31, 2013. It owns and manages Canada's largest portfolio of shopping centres with ownership interests in a portfolio of 344 retail properties containing more than 84 million square feet, including 50 grocery anchored and new format retail centres containing 13.7 million square feet in the United States through various joint venture arrangements as at March 31, 2013. RioCan's portfolio also includes 11 properties under development in Canada. For further information, please refer to RioCan's website at www.riocan.com.

Non-IFRS measures

RioCan's consolidated financial statements are prepared in accordance with IFRS. The following measures, Funds From Operations ("FFO"), Operating Funds From Operations ("Operating FFO"), and Adjusted Earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA") as well as other measures discussed elsewhere in this release, do not have a standardized definition prescribed by IFRS and are, therefore, unlikely to be comparable to similar measures presented by other reporting issuers. RioCan uses these measures to better assess the Trust's underlying performance and provides these additional measures so that investors may do the same. For a full definition for these measures please refer to RioCan's Management's Discussion and Analysis for the period ended March 31, 2013.

Forward-Looking Information

This news release contains forward-looking statements within the meaning of applicable securities laws. These statements include, but are not limited to, statements made in this News Release (including the sections entitled "Highlights for the three months ended March 31, 2013", "Financial Highlights", "Portfolio Stability", "Portfolio Activity and Acquisition Pipeline", "Development Portfolio", and "Liquidity and Capital"), and other statements concerning RioCan's objectives, its strategies to achieve those objectives, as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "would", "expect", "intend", "estimate", "anticipate", "believe", "should", "plan", "continue", or similar expressions suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. All forward-looking statements in this News Release are qualified by these cautionary statements.

These forward-looking statements are not guarantees of future events or performance and, by their nature, are based on RioCan's current estimates and assumptions, which are subject to risks and uncertainties, including those described under "Risks and Uncertainties" in RioCan's Management's Discussion and Analysis for the period ended March 31, 2013, which could cause actual events or results to differ materially from the forward-looking statements contained in this News Release. Those risks and uncertainties include, but are not limited to, those related to: liquidity in the global marketplace associated with economic conditions, tenant concentrations, occupancy levels, access to debt and equity capital, interest rates, joint ventures/partnerships, the relative illiquidity of real property, unexpected costs or liabilities related to acquisitions, construction, environmental matters, legal matters, reliance on key personnel, unitholder liability, income taxes, the investment in the United States of America ("US"), fluctuations in the currency exchange rate between the Canadian and US dollar and RioCan's qualification as a real estate investment trust for tax purposes. Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification in high growth markets; access to equity and debt capital markets to fund, at acceptable costs, the future growth program to enable the Trust to refinance debts as they mature; the availability of purchase opportunities for growth in Canada and the US; and the impact of accounting principles adopted by the Trust effective January 1, 2012 under International Financial Reporting Standards ("IFRS"). Although the forward-looking information contained in this News Release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-looking statements. Certain statements included in this News Release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for purposes other than this News Release.

The Income Tax Act (Canada) contains provisions which potentially impose tax on publicly traded trusts (the "SIFT Provisions"). However, the SIFT Provisions do not impose tax on a publicly traded trust which qualifies as a real estate investment trust ("REIT"). RioCan currently qualifies as a REIT and intends to continue to qualify for future years. Should this not occur, certain statements contained in this News Release may need to be modified.

Except as required by applicable law, RioCan under takes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.