Flagship Communities Real Estate Investment Trust Announces US$66.4 Million of Acquisitions and US$72.0 Million Equity Offering
Not for distribution to U.S. newswire services or dissemination in the United States.
TORONTO, June 07, 2021 (GLOBE NEWSWIRE) — Flagship Communities Real Estate Investment Trust (the “REIT” or “Flagship”) (TSX:MHC.U) announced today that it has waived conditions on the acquisition of two high-quality manufactured housing communities (“MHCs”) comprising 677 lots for an aggregate purchase price of approximately US$66.4 million (collectively, the “Acquisitions”). The Acquisitions are subject to customary closing conditions and are expected to close on or about July 2, 2021.
The purchase price of approximately US$66.4 million is expected to be funded primarily with the net proceeds from the REIT’s US$72.0 million offering of trust units (“Units”) (see “Equity Financing” below). The REIT’s pro forma Debt to Gross Book Value Ratio (see “Non-IFRS Financial Measures” below) following the Acquisitions and the Offering is expected to be approximately 41.1% (prior to any exercise of the over-allotment option). The purchase price of the Acquisitions represents a capitalization rate of 5.1% on Year 1 net operating income (“NOI”) and, together with the Offering, is expected to be immediately accretive to the REIT’s adjusted funds from operations (“AFFO“) per Unit on a leverage neutral basis.
The REIT also announced that on May 27, 2021, it completed the acquisition of three acres of expansion land (the “Expansion Land”) adjacent to the REIT’s currently-owned MHC community, Pinecrest Pointe, for a purchase price of approximately US$300,000.
“We continue to execute on our stated growth strategy, as we further expand the REIT’s footprint in our core markets and strategically enter into new adjacent markets,” said Kurt Keeney, President and Chief Executive Officer. “These new acquisitions, along with the acquisitions announced and completed since the date of our initial public offering, have significantly enhanced the scale of our portfolio. The acquisition in Anderson will strengthen the REIT’s footprint in our existing core market of Indiana, while the acquisition in St. Louis will represent the REIT’s strategic entry into the adjacent Missouri market. The Acquisitions and the Offering will result in an increased unencumbered asset pool that will provide additional flexibility for the REIT to continue to execute on our acquisition pipeline, which continues to grow.”
Investment Activity Highlights
- Increased Size and Scale: Significantly enhances Flagship’s scale, with the REIT’s pro forma portfolio aggregating 57 communities comprising 9,637 lots, representing an approximate 17% increase in the number of lots since the REIT’s initial public offering (the “IPO”).
- Further Consolidation of Existing Markets and Expansion into New Markets: The Acquisitions, along with the previously announced and completed acquisitions, represent the REIT’s strategic entry into Missouri and Arkansas while further consolidating its operating footprint in existing markets. The REIT intends to continue sourcing acquisitions in Missouri and Arkansas as well as other adjacent markets with a focus on strategically expanding the REIT’s contiguous portfolio.
- Operating Platform Synergies and Economies of Scale: The REIT has successfully expanded its portfolio without material incremental corporate level expenses and is well-positioned to further benefit from its scalable management platform going forward. The REIT intends to continue its growth by sourcing acquisitions in existing and adjacent markets which are expected to generate significant economies of scale and operational synergies.
- Organic Growth Potential: Organic cash flow growth generated by the REIT’s active lot leasing and home sales strategy and the implementation of expense optimization initiatives are expected to generate stable, recurring and above market organic growth.
- Immediately Accretive to AFFO per Unit: The Acquisitions are expected to be immediately accretive to the REIT’s AFFO per unit on a leverage neutral basis.
- Improved Leverage Profile: Following the completion of the Acquisitions and the Offering, the REIT’s Debt to Gross Book Value Ratio is expected to be 41.1% (prior to any exercise of the over-allotment option) compared to 49.6% following completion of the IPO.
“We are excited to have sourced more off-market acquisitions through our long-standing industry relationships,” commented Nathan Smith, Chief Investment Officer. “The St. Louis acquisition provides an attractive entry point to expand our contiguous portfolio into Missouri while creating management synergies with our existing portfolio. Furthermore, we are strengthening our existing footprint in Indiana, where Flagship already has a meaningful presence. Since our successful IPO in October 2020, we have continued to grow our acquisition pipeline and we are now firmly on the radar of potential sellers who seek to transact with a credible, well-funded counterparty with an excellent track record.”
Overview of the Acquisitions
- Anderson, IN: The Anderson acquisition comprises 175 lots across approximately 70 acres and is within close proximity to Anderson University, state parks, historical attractions and major entertainment attractions. Community amenities include a basketball court, a playground, a clubhouse, recreational facilities and fishing ponds. The community is currently 92% occupied, including 76 rental homes. The Anderson acquisition is minutes away from Harrah’s Hoosier Park Racing & Casino which features a horse-racing track, indoor and outdoor concert venues and various dining options. Top employers in Anderson include two hospitals (Ascension St. Vincent Anderson and Community Hospital Anderson), Harrah’s Hoosier Park Racing & Casino as well as Nestle S.A. The community sits near the interchange of Interstate 69 and Highway 109 and is a 45-minute drive to downtown Indianapolis, and is within the REIT’s existing management footprint of Dayton and Cincinnati. The community is also a short drive to necessity-based shopping, including a Walmart Supercenter, Lowe’s Home Improvement and Marshalls. Indianapolis’ central location and highway and rail infrastructure have positioned Indianapolis as a major economic and employment hub and an important logistics center, being home to the second largest FedEx Express hub in the world. Indianapolis is home to the headquarters of Simon Property Group and Eli Lilly, and other major employers, including Cummins and Roche Diagnostics, as well as the Indianapolis Colts, the Indiana Pacers and the Indianapolis Motor Speedway (which hosts the annual Indianapolis 500).
- St. Louis, MO: The St. Louis acquisition comprises 502 lots across approximately 103 acres and is within close proximity to St. Louis Lambert International Airport, three post-secondary institutions (Saint Charles Community College, Lindenwood University and Saint Louis Community College), two shopping centers (Dardenne Town Square and Shoppes at Hawk Ridge) and two hospitals (SSM Health St. Joseph Hospital and Progress West Hospital). The community is currently 97% occupied, including 191 rental homes. Community amenities include a clubhouse, basketball court, swimming pool, game room, playground and community center. The community is located adjacent to Interstate 64, providing excellent access to major transportation routes which connect the major regional metropolitan areas of St. Louis, Louisville and Lexington. The community is within walking distance to necessity-based shopping, including a Walmart Supercenter and Lowe’s Home Improvement. St. Louis is home to the headquarters of eight Fortune 500 companies and other major organizations, including Anheuser-Busch, Bunge, Emerson Electric, and Energizer, as well as the St. Louis Cardinals and the St. Louis Blues.
Overview of the Expansion Land
- Evansville, IN: The REIT has acquired three acres of expansion land adjacent to the REIT’s currently-owned community, Pinecrest Pointe. The Expansion Land also presents marketing opportunities from road frontage and 10,000 square feet of self-storage, providing the REIT with immediate cash flow. Pinecrest Pointe is an approximate 20-minute drive from the Evansville Regional Airport, and the University of Evansville and Oakland City University are within 15 miles. Top employers nearby include Deaconess Health System, Toyota Motor Manufacturing and Ascension St. Vincent Health System.
Summary of Recent Investment Activity
Following the IPO in October 2020, the REIT has completed or announced the acquisition of 12 communities, including the Acquisitions, for an aggregate purchase price of approximately US$90.9 million, increasing Flagship’s portfolio from 45 communities, comprising 8,255, lots to 57 communities, comprising 9,637 lots. The table below provides a summary of completed and announced acquisitions as of June 7, 2021.
|Type||Purchase Price |
|# of |
|# of |
|Year 1 NOI |
|Year 1 AMR(1)|
|Evansville, Paducah, Cincinnati||MHCs||$12.9||7||379||87.6%||$0.9||$265|
|Shepherdsville, Bowling Green||MHCs & Land||$6.1||2||159||93.1%||$0.4||$243|
|Total / Average||$90.9||12||1,382||90.9%||$5.0||$348|
(1). Average monthly lot rent.
The REIT also announced today that it has entered into an agreement with a syndicate of underwriters co-led by BMO Capital Markets and Canaccord Genuity Corp. (together, the “Lead Underwriters”) to sell, on a bought deal basis, 4,000,000 Units at a price of US$18.00 per Unit for gross proceeds of approximately US$72.0 million (the “Offering”). The REIT has also granted the Underwriters an over-allotment option to purchase up to an additional 15% of the Offering on the same terms and conditions, exercisable at any time, in whole or in part, up to 30 days after the closing of the Offering. The Offering is expected to close on or about June 14, 2021 and is subject to customary conditions, including the approval of the Toronto Stock Exchange. The Offering is not conditional upon closing of the Acquisitions.
The REIT intends to use the net proceeds from the Offering to fund the purchase price of the Acquisitions and for general business purposes. In the event the REIT is unable to consummate one or both of the Acquisitions and the Offering is completed, the REIT would use the net proceeds of the Offering to fund future acquisitions and for general business purposes.
The Offering is being made pursuant to the REIT’s base shelf prospectus dated May 7, 2021. The terms of the Offering will be described in a prospectus supplement to be filed with Canadian securities regulators.
The Units have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, (the “1933 Act”) and may not be offered, sold or delivered, directly or indirectly, in the United States, except pursuant to an exemption from the registration requirements of the 1933 Act. This press release does not constitute an offer to sell or a solicitation of an offer to buy any Units in the United States.
About Flagship Communities Real Estate Investment Trust
Flagship Communities Real Estate Investment Trust is an internally managed, unincorporated, open-ended real estate investment trust established pursuant to a declaration of trust under the laws of the Province of Ontario. The REIT has been formed to own and operate a portfolio of income-producing manufactured housing communities located in Kentucky, Indiana, Ohio, Tennessee, Arkansas and Missouri; including a fleet of manufactured homes for lease to residents of such housing communities.
Non-IFRS Financial Measures
Certain financial measures disclosed in this press release do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS“) and are therefore non-IFRS financial measures. The REIT’s method of calculating such non-IFRS financial measures may differ from other issuers’ methods and, accordingly, may not be comparable to such non-IFRS financial measures reported by other issuers.
AFFO is defined by the REIT as Funds From Operations (being IFRS consolidated net income adjusted for items such as distributions on redeemable or exchangeable units recorded as finance cost under IFRS (including distributions on the class B units of the REIT’s subsidiary, Flagship Operating, LLC), unrealized fair value adjustments to investment properties, loss on extinguishment of mortgages payable, gain on disposition of investment properties and depreciation) adjusted for items such as maintenance capital expenditures, and certain non-cash items such as amortization of intangible assets, deferred financing costs that were incurred prior to the formation of the REIT, premiums and discounts on debt and investments. The REIT’s method of calculating AFFO is substantially in accordance with the recommendations of the Real Property Association of Canada. The REIT regards AFFO as a key measure of operating performance.
Debt to Gross Book Value Ratio does not have any standardized meaning prescribed by IFRS and is therefore a non-IFRS financial measure. Debt to Gross Book Value Ratio is calculated as Indebtedness (as defined in the declaration of trust governing the REIT, which is available under the REIT’s profile on SEDAR at www.sedar.com) divided by Gross Book Value (being, at any time, the greater of: (a) the value of the assets of the REIT and its consolidated subsidiaries, as shown on its then most recent consolidated balance sheet prepared in accordance with IFRS, less the amount of any receivable reflecting interest rate subsidies on any debt assumed by the REIT; and (b) the historical cost of the investment properties, plus (i) the carrying value of cash and cash equivalents, (ii) the carrying value of mortgages receivable; and (iii) the historical cost of other assets and investments used in operations).
NOI is defined as total revenue from properties (i.e., rental revenue and other property income) less direct property operating expenses in accordance with IFRS. NOI should not be construed as an alternative to net income determined in accordance with IFRS. The REIT regards NOI as an important measure of the income generated from the income producing properties and uses NOI in evaluating the performance of the REIT’s properties. It is also a key input in determining the value of the REIT’s properties.
This press release contains statements that include forward-looking information within the meaning of Canadian securities laws, including with respect to the terms of, timing for completion of and source of funding for the Acquisitions, the expected synergies from the Acquisitions and timing thereof, the expected impact of the Acquisitions on the REIT’s AFFO per Unit and Debt-to-Gross Book Value Ratio. In some cases, forward-looking statements can be identified by terms such as “may”, “will”, “could”, “occur”, “expect”, “anticipate”, “believe”, “intend”, “estimate”, “target”, “project”, “predict”, “forecast”, “continue”, or the negative thereof or other similar expressions concerning matters that are not historical facts.
These forward-looking statements reflect the current expectations of the REIT regarding future events. The REIT has based these forward-looking statements on certain assumptions about future events and trends, including that: occupancy levels at the REIT’s properties stay consistent with recent past experience with very modest growth in the first year for much of the Acquisitions; rent collections for the Acquisitions are consistent with the trend generally experienced for the REIT’s portfolio; inflation remains relatively low; interest rates remain relatively stable; and tax laws remain unchanged. While management considers these assumptions to be reasonable based on currently available information, they may prove to be incorrect. The REIT cautions that this list of assumptions is not exhaustive.
Although management believes the expectations reflected in such forward-looking statements are reasonable and represent the REIT’s internal expectations and beliefs at this time, such statements involve known and unknown risks and uncertainties and may not prove to be accurate and certain objectives and strategic goals may not be achieved. A variety of factors, many of which are beyond the REIT’s control, could cause actual results in future periods to differ materially from current expectations of events or results expressed or implied by such forward-looking statements, such as the risks identified in the REIT’s current annual information form available at www.sedar.com, including under the heading “Risks and Uncertainties” therein. Readers are cautioned against placing undue reliance on forward-looking statements. Except as required by applicable Canadian securities laws, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made.
For further information, please contact:
Eddie Carlisle, Chief Financial Officer
Flagship Communities Real Estate Investment Trust
Tel: +1 (859) 568-3390