Invesque Reports Third Quarter 2024 Results
Reiterates Year-to-Date Disposition Activity and Ongoing Balance Sheet Improvement
TORONTO, ON, November 7, 2024 – Invesque Inc. (TSX: IVQ.U and IVQ) (the “Company”) today announced its results for the three and nine months ended September 30, 2024.
Third Quarter and Recent Highlights
- As previously announced, on September 23, 2024, the Company sold a skilled nursing facility in Illinois for US$16.5 million. Proceeds from the sale were used to reduce borrowings under the KeyBank credit facility.
- As previously announced, on October 15, 2024, the Company sold seven seniors housing assets that were previously managed by Commonwealth Senior Living (“CSL”) for US$65.4 million. The Company used sale proceeds to pay off the property level mortgage debt associated with the communities, and further reduce borrowings under the KeyBank credit facility. The remaining cash was retained by the Company to maintain appropriate liquidity levels.
- As previously announced, the Company has entered into a definitive agreement to sell its interest in twenty seniors housing assets currently managed by CSL and the Company’s interests in the CSL management company. Invesque expects this sale to close during the first quarter of 2025, subject to satisfaction or waiver of a due diligence condition in favour of the purchaser and other customary closing conditions. Accordingly, there is no certainty that this transaction will close on the expected timeline or at all.
- As disclosed by the Company in press releases dated September 17, 2024, and October 17, 2024, Invesque has announced proposed amendments (the “Debenture Amendments”) to the terms of its convertible unsecured subordinated debentures due January 31, 2025 (the “2025 Debentures”), and its convertible unsecured subordinated debentures due September 30, 2026 (the “2026 Debentures”), and the exchange (the “Preferred Share Exchange”) of preferred shares owned by Magnetar Financial, LLC for common shares of the Company (“Common Shares”). The Company is seeking the approval of holders of its 2025 Debentures, its 2026 Debentures and its Common Shares with respect to the Debenture Amendments and the Preferred Share Exchange, at meetings to be held on November 26, 2024, at the offices of the Company at 8701 E. 116th Street, Suite 260, Fishers, Indiana 46038. Meeting materials have been mailed to holders and are available on the Company’s website and on SEDAR at www.sedarplus.ca.
The Company reported funds from operations (“FFO“)[1] of US$0.02 and US$0.09 per Common Share for the three- and nine-months ending September 30, 2024, and reported adjusted funds from operations (“AFFO“)[2] of US$0.02 and US$0.07 per Common Share for the three- and nine-months ending September 30, 2024.
“Year to date, we have sold over US$160 million of assets, and made substantial progress de-levering,” commented Quinn Haselhorst, Chief Financial Officer of the Company. “The continued asset dispositions and corporate-level transactions contemplated to occur over the next 120 days will reduce Company leverage to below 50%, further representing our commitment to reducing debt.”
Financial Highlights
| Three months September 30, | Six months ended September 30, | ||||
|---|---|---|---|---|---|
| (in thousands of U.S dollars, except per share values) | 2024 | 2023 | 2024 | 2023 | |
| Revenue | $42,381 | $46,741 | $129,122 | $146,539 | |
| Net income (loss) | $(7,523) | $592 | $(29,581) | $(60,932) | |
| FFO | $1,081 | $4,223 | $5,009 | $16,950 | |
| FFO per share | $0.02 | $0.07 | $0.09 | $0.30 | |
| AFFO | $1,003 | $3,017 | $4,195 | $15,515 | |
| AFFO per share | $0.02 | $0.05 | $0.07 | $0.27 | |
Balance Sheet and Portfolio Highlights
| (in thousands of U.S. dollars, except number of properties) | September 30, 2024 | December 31, 2023 | |
|---|---|---|---|
| Total assets | $711,100 | $828,283 | |
| Number of properties3 | 28 | 66 | |
| Debt | $471,363 | $588,245 |
About Invesque
The Company is a North American health care real estate company with an investment thesis focused on the premise that an aging demographic in North America will continue to utilize health care services in growing proportion to the overall economy. The Company currently capitalizes on this opportunity by investing in a portfolio of income-generating predominantly private pay seniors housing communities. The Company’s portfolio includes investments primarily in independent living, assisted living, and memory care, which are operated under long-term leases and joint venture arrangements with industry-leading operating partners. The Company’s portfolio also includes investments in owner-occupied seniors housing properties in which the Company owns the real estate, the licensed operations, and provides management services through Commonwealth Senior Living, LLC, a Delaware limited liability company.
Forward-Looking Information
This press release (this “Press Release”) contains certain forward-looking information and/or statements (“forward-looking statements”), that reflect and are provided for the purpose of presenting information about management’s current expectations and plans relating to the future, including, without limitation, the disposition by the Company of twenty seniors housing assets currently managed by CSL and the Company’s interests in the CSL management company, the Debenture Amendments and the Preferred Share Exchange (collectively, the “Proposed Transactions”). Forward-looking information is typically identified by terms such as “anticipate,” “believe,” “continue,” “expect,” “expectations,” “look,” “may,” “plan,” “should,” “will,” and other similar expressions that do not relate solely to historical matters and suggest future outcomes or events. Readers should not place undue reliance on forward-looking statements and are cautioned that forward-looking statements may not be appropriate for other purposes. Forward-looking statements in this Press Release are based on current beliefs, expectations, and certain assumptions and are subject to significant known and unknown risks, uncertainties, and other factors that are beyond the Company’s ability to predict or control and may cause actual results or events to differ materially from those expressed or implied by such statements and, accordingly, should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not such results will be achieved. These risks include the inability of the Company to divest certain assets on terms favorable to the Company or at all, as well as the inability of the Company to close one or more of the Proposed Transactions as a result of the failure to satisfy or waive any closing conditions or for any other reason. The Company’s actual results may differ because of various factors, including without limitation, the risks described in the Company’s current annual information form and management’s discussion and analysis, available on SEDAR+ at www.sedarplus.ca, which risks may be dependent on market factors and not entirely within the Company’s control. Although management believes that it has a reasonable basis for the expectations reflected in these forward-looking statements, actual results may differ from those suggested by the forward-looking statements for various reasons. These forward-looking statements reflect current expectations as of the date of this Press Release and speak only as of the date of this Press Release. The Company does not undertake any obligation to publicly update or revise any forward-looking statements except as may be required by applicable law.
There can be no assurance that forward-looking statements will prove to be accurate as actual outcomes and results may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to place undue reliance on any such forward-looking statements, which are given as of the date hereof, and not to use such forward-looking statements for anything other than the intended purpose. Further, except as expressly required by applicable law, the Company assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise. Forward-looking statements contained in this Press Release are expressly qualified by this cautionary statement.
Non-IFRS Measures
The Company reports its financial results in accordance with International Financial Reporting Standard (“IFRS”). Included in this Press Release are certain non-IFRS financial measures as supplemental indicators used by the Company’s management to track the Company’s performance. These non-IFRS measures are NOI, FFO, and AFFO. The Company believes that these non-IFRS financial measures provide useful information to both the Company’s management and investors in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by IFRS and, therefore, may not be comparable to similar measures presented by other companies, nor should they be construed as an alternative to other financial measures determined in accordance with IFRS. For a full definition of these measures, please refer to the Financial Measures section of the September 30, 2024, MD&A available on the Company’s website and on SEDAR at www.sedarplus.ca, which information is incorporated herein by reference, and the full reconciliation of which is included below.
FFO Tables
| Three months ended September 30, | Nine months ended September 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Net loss from continuing operations for the period | $(7,294) | $751 | $(28,256) | $(56,518) |
| Add/(deduct): | ||||
| Change in fair value of investment properties | 2,260 | 1,563 | 5,753 | 51,210 |
| Property taxes accounted for under IFRIC 21 | (1,999) | (1,423) | 843 | 2,264 |
| Depreciation and amortization expense | 2,860 | 3,742 | 7,176 | 7,524 |
| Amortization of tenant inducements | 61 | 61 | 182 | 183 |
| Accretion expense and amortization of non-cash adjustments to the 2016 Convertible Debentures | 2,645 | 6,024 | 7,176 | 7,524 |
| Change in fair value of financial instruments | 2,228 | (11,962) | 3,386 | (18,500) |
| Change in fair value of contingent consideration | — | — | — | — |
| Transaction Costs | 20 | 673 | 338 | 1,328 |
| Debt extinguishment costs | — | — | — | — |
| Loss on sale of property, plant and equipment | (209) | — | (235) | (12) |
| Impairment of property, plant and equipment | 280 | 3,636 | 2,110 | 3,636 |
| Executive severance | — | — | 3,060 | — |
| Deferred income tax recovery | — | (958) | (1,605) | (1,917) |
| Allowance for credit losses on loans and interest receivable | 429 | 465 | 884 | 14,635 |
| Change in non-controlling interest liability in respect of the above | (12) | (29) | (181) | (99) |
| Adjustments for equity accounted entities | 84 | 1,855 | 2,685 | 2,683 |
| FFO from continuing operations | $1,353 | $4,398 | $5,955 | $17,418 |
| FFO from discontinued operations | (272) | (175) | (946) | (468) |
| Total FFO | $1,081 | $4,223 | $5,009 | $16,950 |
| Weighted average number of shares, including fully vested deferred shares: Basic | 56,681,140 | 56,674,097 | 56,672,784 | 56,718,681 |
| Funds from operations per share | $0.02 | $0.07 | $0.09 | $0.30 |
AFFO Tables
| Three months ended September 30, | Nine months ended September 30, | |||
| 2024 | 2023 | 2024 | 2023 | |
| Cash flows provided by (used in) operating activities | $5,336 | $4,704 | $5,879 | $8,224 |
| Change in non-cash working capital | (2,026) | (1,260) | 338 | 5,891 |
| Less: interest expense | (9,785) | (9,313) | (30,191) | (29,125) |
| Less: change in non-controlling interest liability | (214) | (95) | (526) | (231) |
| Plus: loss from joint ventures | (605) | (1,454) | (3,259) | 394 |
| Plus: interest paid | 8,613 | 9,552 | 27,953 | 28,840 |
| Less: interest received | (32) | (19) | (156) | (275) |
| Plus: debt extinguishment costs | — | (4) | (412) | 353 |
| Plus: realized loss on currency exchange | (2) | 22 | 8 | (7) |
| Plus: amortization of lease asset | (10) | (66) | 18 | (192) |
| Plus: current income tax | — | — | — | 992 |
| Plus: non-cash portion of non-controlling interest expense | (12) | (21) | (168) | (96) |
| Plus: adjustments for equity accounted entities | 121 | 1,865 | 2,835 | 2,713 |
| Plus: deferred share incentive plan compensation | (9) | (191) | (68) | 143 |
| Plus: executive severance | — | — | 3,060 | — |
| Less: capital maintenance reserve | (372) | (703) | (1,116) | (2,109) |
| AFFO | $1,003 | $3,017 | $4,195 | $15,515 |
| Weighted average number of shares, including fully vested deferred shares: Basic | 56,681,140 | 56,674,097 | 56,672,784 | 56,718,681 |
| Funds from operations per share | $0.02 | $0.05 | $0.07 | $0.27 |
Contact: ir@invesque.com