- Same-hotel RevPAR increases 5.7% - TORONTO, Aug. 8 /CNW/ - InnVest Real Estate Investment Trust (TSX: INN.UN) today announced financial results for the three and six months ended June 30, 2008. "Acquisitions completed in late 2007, coupled with a 5.7% growth in revenue per available room ("RevPAR") from our Base Portfolio contributed to meaningful improvement across all profitability measures this quarter. Importantly, our base portfolio showed solid margin improvement, up 1.5 points during the quarter, reflecting the positive contribution of top-line revenue growth," commented Mr. Kenneth Gibson, President and Chief Executive Officer of InnVest REIT. "Distributable income improved over 60%, increasing distributable income per unit by almost 20%, or $0.065 per unit diluted." Second Quarter Highlights - RevPAR grew 5.7% on a same hotel basis, driven by a 6.0% increase in average daily rates ("ADR"); - Hotel operating income improved by 65.4% to $56.2 million. Acquisitions completed in late 2007, including the addition of 11 upscale and first-class hotels (the "Legacy Portfolio"), contributed the majority of the increase, with InnVest's Base Portfolio generating a 10.5% increase; - Hotel operating income margins for the Base Portfolio improved 1.5 points to 32.6% during the quarter. Overall margins declined 0.2 points to 30.9% resulting from the acquisition of the Legacy Portfolio which generates a larger portion of its business in non- room revenues, which typically yield lower margins; and - Distributable income increased over 60% to $31.9 million. Distributable income improved by $0.065 per unit to $0.400 per unit diluted. The Legacy Portfolio was accretive to InnVest's distributable income by approximately $0.02 per unit during the second quarter of 2008. FINANCIAL HIGHLIGHTS ------------------------------------------------------------------------- Financial Highlights ------------------------------------------------------------------------- (In thousands of dollars except average daily rate, revenue per available room and per unit amounts) ------------------------------------------------------------------------- Three months ended June 30 ------------------------------------------------------------------------- 2008 2007 +/- ------------------------------------------------------------------------- Occupancy 67.5% 65.7% 1.8% ------------------------------------------------------------------------- Average daily rate ("ADR") $122.68 $102.80 $19.88 ------------------------------------------------------------------------- Revenue Per Available Room ("RevPAR") $82.84 $67.54 $15.30 ------------------------------------------------------------------------- (In thousands of dollars, except per unit amounts) ------------------------------------------------------------------------- Operating revenues $181,996 $109,299 $72,697 ------------------------------------------------------------------------- Hotel operating income $56,152 $33,959 $22,193 ------------------------------------------------------------------------- Net income (loss) and comprehensive income (loss) $15,494 ($113,291) $128,785 ------------------------------------------------------------------------- Add/(deduct) Depreciation, amortization and accretion 21,722 14,106 7,616 Future income tax (recovery) expense (1,237) 122,626 (123,863) Non-cash executive and trustee compensation 145 140 5 Write down (gain on sale) of assets held for sale 1,864 (174) 2,038 Corporate reorganization expense - - - ------------------------------------------------------------------------- Funds from operations(1) $37,988 $23,407 $14,581 ------------------------------------------------------------------------- Funds from operations per unit(1) - basic $0.516 $0.418 $0.098 - diluted $0.477 $0.388 $0.089 ------------------------------------------------------------------------- Amortization of deferred financing costs 27 - 27 Non-cash portion of interest expense 1,055 751 304 Reserve for replacement of furniture, fixtures and equipment and capital improvements (7,492) (4,459) (3,033) Convertible debentures accretion 288 190 98 Deferred land lease expense and retail lease income, net 8 3 5 ------------------------------------------------------------------------- Distributable income(1) $31,874 $19,892 $11,982 ------------------------------------------------------------------------- Distributable income per unit - basic $0.433 $0.355 $0.078 - diluted $0.400 $0.335 $0.065 ------------------------------------------------------------------------- Distributions per unit $0.2813 $0.2813 - ------------------------------------------------------------------------- ------------------------------------------------------------------------- Financial Highlights ------------------------------------------------------------------------- (In thousands of dollars except average daily rate, revenue per available room and per unit amounts) ------------------------------------------------------------------------- Six months ended June 30 ------------------------------------------------------------------------- 2008 2007 +/- ------------------------------------------------------------------------- Occupancy 61.7% 61.1% 0.6% ------------------------------------------------------------------------- Average daily rate ("ADR") $118.25 $100.03 $18.22 ------------------------------------------------------------------------- Revenue Per Available Room ("RevPAR") $72.94 $61.07 $11.87 ------------------------------------------------------------------------- (In thousands of dollars, except per unit amounts) ------------------------------------------------------------------------- Operating revenues $322,525 $197,657 $124,868 ------------------------------------------------------------------------- Hotel operating income $79,726 $51,578 $28,148 ------------------------------------------------------------------------- Net income (loss) and comprehensive income (loss) $421 ($5,959) $6,380 ------------------------------------------------------------------------- Add/(deduct) Depreciation, amortization and accretion 43,078 27,856 15,222 Future income tax (recovery) expense (4,757) 7,090 (11,847) Non-cash executive and trustee compensation 300 228 72 Write down (gain on sale) of assets held for sale 2,364 (833) 3,197 Corporate reorganization expense - 1,471 (1,471) ------------------------------------------------------------------------- Funds from operations(1) $41,406 $29,853 $11,553 ------------------------------------------------------------------------- Funds from operations per unit(1) - basic $0.564 $0.537 $0.027 - diluted $0.558 $0.519 $0.039 ------------------------------------------------------------------------- Amortization of deferred financing costs 1,341 - 1,341 Non-cash portion of interest expense 1,604 1,477 127 Reserve for replacement of furniture, fixtures and equipment and capital improvements (13,340) (8,079) (5,261) Convertible debentures accretion 575 402 173 Deferred land lease expense and retail lease income, net 16 17 (1) ------------------------------------------------------------------------- Distributable income(1) $31,602 $23,670 $7,932 ------------------------------------------------------------------------- Distributable income per unit - basic $0.430 $0.425 $0.005 - diluted $0.429 $0.422 $0.007 ------------------------------------------------------------------------- Distributions per unit $0.5625 $0.5625 - ------------------------------------------------------------------------- 1. Funds from operations and distributable income are measures of earnings and cash flow that are not required or do not have a prescribed meaning under Canadian generally accepted accounting principles, and accordingly, may not be comparable to similar measures used by other organizations. Funds from operations and distributable income per unit are calculated on a basis consistent with earnings per unit. The key performance measures related to room revenue for the REIT's portfolio of hotels on a same hotel basis (the "Base Portfolio"), excluding the hotels that have been classified as discontinued operations and the hotels acquired after the second quarter in 2007 and in 2008 are as follows: Three months ended Six months ended June 30, 2008 June 30, 2008 Variance to 2007 Variance to 2007 ------------------------------------------------------------------------- Occupancy Ontario 64.9% 0.6 pts 59.7% (0.6 pts) Quebec 67.7% 1.2 pts 61.8% 0.3 pts Atlantic 66.1% (1.8 pts) 58.6% (2.2 pts) Western 63.6% (4.4 pts) 59.4% (4.2 pts) --------------------------------------------------------------- Total 65.5% (0.2 pts) 60.0% (1.1 pts) --------------------------------------------------------------- --------------------------------------------------------------- ADR Ontario $110.23 3.9% $108.59 3.7% Quebec $115.35 7.4% $109.06 6.7% Atlantic $104.88 6.6% $99.73 6.3% Western $94.72 10.8% $92.20 10.6% --------------------------------------------------------------- Total $108.94 6.0% $105.66 5.6% --------------------------------------------------------------- --------------------------------------------------------------- RevPAR Ontario $71.57 4.9% $64.84 2.8% Quebec $78.07 9.3% $67.38 7.2% Atlantic $69.27 3.6% $58.44 2.5% Western $60.21 3.6% $54.80 3.4% --------------------------------------------------------------- Total $71.39 5.7% $63.44 3.9% ------------------------------------------------------------------------- FINANCIAL REVIEW Three months ended June 30, 2008 Second quarter hotel revenues increased by $72.7 million, or 66.5%, to $182.0 million. Acquisitions since the second quarter of 2007 contributed the majority of this increase, generating $66.9 million in hotel revenues. Revenues for InnVest's Base Portfolio increased 5.3% or $5.8 million. Overall, a 6.0% increase in ADR as compared to the prior year offset a modest occupancy decline, resulting in Base Portfolio RevPAR growth of 5.7% for the second quarter. Second quarter performance was aided by particular strength in the month of April which positively reflected the timing shift of the Easter holiday period in the first quarter of 2008. Room revenues increased $49.4 million during the quarter to $141.5 million. This increase was primarily driven by the $44.2 million in revenues from acquisitions. Consistent with the RevPAR performance, InnVest's Base Portfolio saw room revenues improve 5.7%. Revenue improvement was experienced in all regions this quarter based on continued efforts to drive rates throughout the portfolio. The Quebec region led growth this quarter driven by performance in Quebec City which is benefiting from festivities associated with the city's 400th anniversary celebrations in 2008. Room revenues at the Hilton Quebec City were up approximately 20% during the second quarter. The Western region continues to experience strong rate growth with ADR gains of 10.8% this quarter. Non-room revenues for the second quarter totaled $40.5 million, up $23.3 million or 135.1% compared to the prior period, primarily reflecting the non-room revenues generated by the Legacy Portfolio. The hotels acquired were full-service hotels which typically generate a higher proportion of total revenues from non-room revenues such as food and beverage sales. Non-room revenues from the Base Portfolio were up 3.0% during the quarter, despite the modest decline in overall occupancies. Hotel expenses for the three months ended June 30, 2008 increased by $50.5 million when compared to the same period in 2007. This increase reflects $48.3 million in expenses incurred for acquisitions. Hotel expenses for the Base Portfolio were up 2.9% over the prior year reflecting inflationary cost increases and higher management fees on the increased revenues. Second quarter hotel operating income ("HOI") improved by 65.4% or $22.2 million to $56.2 million. Acquisitions contributed $18.6 million of the overall HOI increase. The Base Portfolio's HOI improved $3.6 million, or 10.5%, benefiting from the positive profitability contribution from higher RevPAR, particularly as it relates to ADR driven growth. The REIT's hotel operating income margin declined 0.2 points to 30.9% for the second quarter of 2008 as compared to 2007. The decline is attributable to the impact of full-service hotel acquisitions in late 2007 which generate a larger portion of their business in non-room revenues, which typically yield lower margins. The Base Portfolio's operating margin increased by 1.5 points to 32.6%. This improvement reflects the positive margin impact from higher RevPAR, particularly as it relates to ADR driven growth. Other income and expenses for the three months ended June 30, 2008 totaled $40.2 million, up $15.6 million as compared to the prior period in 2007. The second quarter increase is primarily attributable to higher depreciation and amortization of $8.0 million, as well as increased interest expenses of $7.3 million resulting from acquisitions in 2007. For the three months ended June 30, 2008, the REIT generated a future income tax recovery of $1.2 million, as compared to a future income tax expense of $122.6 million in 2007. The prior period's expense related to a non-cash charge arising from temporary differences between the estimated accounting and tax basis of the REIT's assets and liabilities expected to reverse after the implementation date of new income tax legislation related to Real Estate Investment Trusts. Funds from operations for the three months ended June 30, 2008 were $38.0 million or $0.516 per unit basic ($0.477 diluted) as compared to FFO of $23.4 million or $0.418 basic ($0.388 diluted) for the same period in 2007. The $14.6 million increase is driven by the $22.2 million improvement in hotel operating income for the period which was somewhat offset by higher interest expenses of $7.3 million. Distributable income improved $12.0 million, or 60.2%, to $31.9 million or $0.433 per unit basic ($0.400 diluted) for the three months ended June 30 2008. This compares to distributable income of $19.9 million or $0.355 per unit basic ($0.335 diluted) in the prior year. The Legacy Portfolio was accretive to InnVest's distributable income by approximately $0.02 per unit during the second quarter of 2008. Distributions declared during the quarter totaled $20.7 million or $0.28125 per unit. Six months ended June 30, 2008 For the six months ended June 30, 2008, hotel revenues increased by $124.9 million, or 63.2%, to $322.5 million. Acquisitions contributed the majority of this increase, generating $116.9 million in hotel revenues. Revenues for InnVest's Base Portfolio increased 4.0% or $8.0 million as compared to the prior year. The Base Portfolio's strength in the second quarter offset lower occupancies in the first quarter resulting from the Easter holiday shift to the first quarter in 2008. Overall, a 5.6% increase in ADR was offset by a 1.1 point decline in overall occupancy for the Base Portfolio. Year-to-date RevPAR, which eliminates the Easter holiday timing shift, increased 3.9%. Hotel expenses for the six months ended June 30, 2008 increased by $96.7 million when compared to the same period in 2007. This increase reflects $91.5 million in expenses incurred from hotels acquired following the second quarter of 2007. Hotel expenses for the Base Portfolio were up 3.5% over the prior year. Year-to-date hotel operating income ("HOI") improved by 54.6% or $28.1 million to $79.7 million. Acquisitions contributed $25.4 million of the overall HOI increase. The Base Portfolio improved 5.4% or $2.8 million reflecting the positive contribution from its RevPAR growth. For the six months ended June 30, 2008, the REIT's hotel operating income margin declined 1.4 points to 24.7% as compared to 2007. The decline is attributable to the impact of the 2007 Acquisitions which generate a larger portion of their business in non-room revenues, which typically yield lower margins. The Base Portfolio's operating margin was up 0.3 points year-to-date in 2008. Lower year-over-year margins experienced in the first quarter relating to the timing of the Easter holidays were offset by higher margins achieved in the second quarter. Other income and expenses for the six months ended June 30, 2008 totaled $81.6 million, up $31.1 million as compared to the prior year. The increase is primarily attributable to higher depreciation and amortization of $17.4 million, as well as increased interest expenses of $14.8 million resulting from acquisitions. These higher costs were partially offset by a reduction in corporate and administrative costs of $1.2 million, primarily realized in the first quarter, in connection with land transfer tax and legal costs associated with the corporate reorganization completed in early 2007. InnVest earned FFO for the six months ended June 30, 2008 of $41.4 million or $0.564 per unit basic ($0.558 diluted) as compared to FFO of $29.9 million or $0.537 basic ($0.519 diluted) for the same period in 2007. The $11.5 million increase is driven by the $28.1 million improvement in hotel operating income for the period which was somewhat offset by higher interest expenses of $14.8 million. Consistent with overall earnings, strength in the second quarter offset lower year-over-year results in the first quarter. Distributable income improved $7.9 million to $31.6 million or $0.430 per unit basic ($0.429 diluted) for the six months ended June 30 2008. This compares to distributable income of $23.7 million or $0.425 per unit basic ($0.422 diluted) in the prior year. Given the seasonality inherent in the assets, particularly as it relates to the fourth and first quarters, and the timing of the acquisition, the Legacy Portfolio was dilutive to InnVest's distributable income per unit by approximately $0.03 per unit during the first half of 2008. BALANCE SHEET REVIEW The REIT's cash position at June 30, 2008 was $19.3 million, of which $2.7 million is restricted under the REIT's Declaration of Trust for the replacement of furniture, fixtures, and equipment and for capital improvements. At June 30, 2008, the REIT's leverage was 47.4% debt to gross asset value (defined as total assets before accumulated depreciation less future income tax liabilities included in assets) excluding convertible debentures and 56.5% including convertible debentures at the end of the period. Continuing with its strategy of investing in its hotels, InnVest deployed approximately $12.7 million for capital asset improvements during the second quarter and committed an additional $6.3 million. The REIT had unused operating loan availability of $13.9 million at June 30, 2008. The REIT also has an unused loan facility of $33.2 million available to fund 50% to 100% of capital expenditures incurred at individual hotels. At June 30, 2008, the REIT has drawn $2.9 million on this facility. INCOME TAX DEFERRAL PERCENTAGE In 2007, 40% of the distributions made during that year were not taxable to unitholders. For calendar 2008, the REIT estimates that approximately 35% of unitholder distributions will not be taxable to unitholders. OUTLOOK The fundamentals in the hotel industry have been favourable as highlighted by the REIT's year-to-date performance. However, uncertainties in the North American economy have led to softening in InnVest's group bookings in its larger urban hotels. In light of this, the Trust is taking several steps including reviewing its business mix and making adjustments as necessary, and where possible. In addition, plans to manage costs have been implemented across the portfolio. InnVest's geographic, customer and brand diversity, which contribute to the resiliency of its hotel portfolio, ideally positions the REIT to manage any near-term operating impact. The third quarter is typically the Trust's seasonally strongest period of earnings. Weakness during this period could have a significant impact on earnings achieved for the Trust. The expiration of labour contracts in Montreal and Quebec City in the third quarter could have a negative impact on the Trust's operating results. Having addressed all near term financing requirements and with no significant debt maturities until 2010, InnVest is focused on optimizing the performance of its hotel portfolio. FORWARD-LOOKING STATEMENTS Statements contained in this press release that are not historical facts are forward-looking statements which involve risk and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. Among the key factors that could cause such differences are real estate investment risks, hotel industry risks and competition. These and other factors are discussed in InnVest REIT's 2007 annual information form which is available at http://www.sedar.com. InnVest disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable securities law. TRUST PROFILE InnVest REIT holds Canada's largest hotel portfolio together with an interest in Choice Hotels Canada Inc. the largest franchisor of hotels in Canada. The hotel portfolio currently comprises 150 hotel properties, with 19,606 guest rooms, operated under internationally recognized franchise brands such as Comfort Inn(R), Holiday Inn(R) Quality Suites/Inn(R), Radisson(R), Delta(R), Travelodge(R), Hilton Hotel(R), Staybridge Suites(R), Fairmont Hotels(R), Sheraton Suites(R) and Best Western(R). InnVest's trust units and outstanding convertible debentures trade on the Toronto Stock Exchange under the symbols INN.UN, INN.DB.A, INN.DB.B and INN.DB.C, respectively. QUARTERLY CONFERENCE CALL Management will host a conference call on Friday August 8, 2008 at 11:00 a.m. Eastern time to discuss the performance of InnVest. Investors are invited to access the call by dialing (416) 644-3426 or 1-800-589-8577. You will be required to identify yourself and the organization on whose behalf you are participating. A recording of this call will be made available August 8th beginning at 12:00 pm through to 11:59 p.m. on August 15th. To access the recording please call (416) 640-1917 and use the reservation number 21277975. InnVest Real Estate Investment Trust ------------------------------------------------------------------------- CONSOLIDATED BALANCE SHEETS June 30, December 31, (in thousands of dollars) (Unaudited) 2008 2007 ------------------------------------------------------------------------- ASSETS Current Assets Cash $ 16,566 $ 22,271 Accounts receivable 31,531 28,677 Prepaid expenses and other assets 17,077 9,487 Assets held for sale (Note 22) 417 301 ------------------------------------------------------------------------- 65,591 60,736 Restricted cash 2,729 2,995 Hotel properties (Note 3 and Note 4) 1,888,936 1,884,765 Other real estate properties (Note 5) 16,254 16,428 Licence contracts (Note 6) 18,511 19,169 Intangible and deferred assets (Note 7) 48,066 55,101 Assets held for sale (Note 22) 20,720 23,085 ------------------------------------------------------------------------- $ 2,060,807 $ 2,062,279 ------------------------------------------------------------------------- ------------------------------------------------------------------------- LIABILITIES Current Liabilities Bank indebtedness (Note 8) $ 35,082 $ 223,200 Accounts payable and accrued liabilities 78,592 73,682 Acquisition related liabilities 6,273 17,569 Distributions payable 6,924 6,844 Current portion of long-term debt (Note 9) 9,798 12,725 Liabilities related to assets held for sale (Note 22) 829 610 ------------------------------------------------------------------------- 137,498 334,630 Long-term debt (Note 9) 930,932 698,892 Other long-term obligations (Note 10) 6,994 6,692 Convertible debentures (Note 11) 178,796 177,387 Future income tax liability (Note 13) 220,746 225,503 Long-term liabilities related to assets held for sale (Note 22) 14,169 14,509 ------------------------------------------------------------------------- 1,489,135 1,457,613 UNITHOLDERS' EQUITY 571,672 604,666 ------------------------------------------------------------------------- $ 2,060,807 $ 2,062,279 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The accompanying notes are an integral part of these consolidated financial statements. InnVest Real Estate Investment Trust ------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) Three Three Six Six (in thousands of Months Months Months Months dollars, except per Ended Ended Ended Ended unit amounts) June 30, June 30, June 30, June 30, (Unaudited) 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated, (Restated, Note 22) Note 22) Total revenues (reference only) (Note 20) $ 185,064 $ 112,348 $ 328,254 $ 203,319 Hotel revenues $ 181,996 $ 109,299 $ 322,525 $ 197,657 ------------------------------------------------------------------------- Hotel expenses Operating expenses (Note 18) 104,769 62,403 201,717 120,989 Property taxes, rent and insurance 13,518 9,276 27,881 18,441 Management fees (Note 18) 7,557 3,661 13,201 6,649 ------------------------------------------------------------------------- 125,844 75,340 242,799 146,079 ------------------------------------------------------------------------- Hotel operating income 56,152 33,959 79,726 51,578 ------------------------------------------------------------------------- Other (income) and expenses Interest on mortgages and other debt 13,961 8,289 26,049 16,562 Interest on operating and bridge loans 533 235 3,380 529 Convertible debentures interest and accretion 3,561 2,186 7,121 4,613 Corporate and administrative (Note 18) 1,643 1,548 2,869 4,115 Capital tax 62 24 101 48 Other business income, net (Note 21) (1,257) (1,321) (2,250) (2,369) Other income (49) (64) (121) (121) Depreciation and amortization 21,749 13,706 44,419 27,058 ------------------------------------------------------------------------- 40,203 24,603 81,568 50,435 ------------------------------------------------------------------------- Income (loss) before income tax (recovery) expense 15,949 9,356 (1,842) 1,143 Future income tax (recovery) expense (Note 13) (1,237) 122,626 (4,757) 7,090 ------------------------------------------------------------------------- Net income (loss) from continuing operations 17,186 (113,270) 2,915 (5,947) Income (loss) from discontinued operations (Note 22) 172 (195) (130) (845) (Writedown) gain on sale of asset held for sale (Note 22) (1,864) 174 (2,364) 833 ------------------------------------------------------------------------- (1,692) (21) (2,494) (12) ------------------------------------------------------------------------- Net income (loss) and comprehensive income (loss) $ 15,494 $ (113,291) $ 421 $ (5,959) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net income (loss) from continuing operations, per unit (Note 16) Basic $ 0.233 $ (2.023) $ 0.040 $ (0.107) Diluted $ 0.233 $ (2.023) $ 0.040 $ (0.107) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net income (loss) per unit (Note 16) Basic $ 0.210 $ (2.023) $ 0.006 $ (0.107) Diluted $ 0.210 $ (2.023) $ 0.006 $ (0.107) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Net loss from discontinued operations, per unit Basic $ (0.023) $ - $ (0.034) $ - Diluted $ (0.023) $ - $ (0.034) $ - ------------------------------------------------------------------------- ------------------------------------------------------------------------- The accompanying notes are an integral part of these consolidated financial statements. InnVest Real Estate Investment Trust ------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF UNITHOLDERS' EQUITY Net Income (in thousands (Loss) and of dollars) Comprehensive Distri- Units (Unaudited) Income (Loss) butions Deficit in $ ------------------------------------------------------------------------- Balance December 31, 2006 $ 96,701 $ (228,933) $ (132,232) $ 543,363 CHANGES DURING THE PERIOD Net loss and comprehensive loss (5,959) - (5,959) - Unit distributions (Note 17) - (31,373) (31,373) - Distribution reinvestment plan units issued - - - 4,934 Conversion of debentures (Note 11) - - - 10,605 Vested executive compensation - - - 275 Executive and trustee compensation - - - 23 ------------------------------------------------------------------------- Balance June 30, 2007 $ 90,742 $ (260,306) $ (169,564) $ 559,200 ------------------------------------------------------------------------- Balance December 31, 2007 $ 137,923 $ (299,691) $ (161,768) $ 757,375 CHANGES DURING THE PERIOD Net income and comprehensive income 421 - 421 - Unit distributions (Note 17) - (41,351) (41,351) - Distribution reinvestment plan units issued - - - 7,626 Vested executive compensation - - - 151 Executive and trustee compensation - - - 76 ------------------------------------------------------------------------- Balance June 30, 2008 $ 138,344 $ (341,042) $ (202,698) $ 765,228 ------------------------------------------------------------------------- (in thousands Executive Holders' of dollars) and Trustee Conversion (Unaudited) Compensation Option Total ------------------------------------------------------------- Balance December 31, 2006 $ 278 $ 6,208 $ 417,617 CHANGES DURING THE PERIOD Net loss and comprehensive loss - - (5,959) Unit distributions (Note 17) - - (31,373) Distribution reinvestment plan units issued - - 4,934 Conversion of debentures (Note 11) - (519) 10,086 Vested executive compensation (275) - - Executive and trustee compensation 177 - 200 ------------------------------------------------------------- Balance June 30, 2007 $ 180 $ 5,689 $ 395,505 ------------------------------------------------------------- Balance December 31, 2007 $ 417 $ 8,642 $ 604,666 CHANGES DURING THE PERIOD Net income and comprehensive income - - 421 Unit distributions (Note 17) - - (41,351) Distribution reinvestment plan units issued - - 7,626 Vested executive compensation (151) - - Executive and trustee compensation 234 - 310 ------------------------------------------------------------- Balance June 30, 2008 $ 500 $ 8,642 $ 571,672 ------------------------------------------------------------- The accompanying notes are an integral part of these consolidated financial statements. InnVest Real Estate Investment Trust ------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS Three Three Six Six (in thousands of Months Months Months Months dollars, except per Ended Ended Ended Ended unit amounts) June 30, June 30, June 30, June 30, (Unaudited) 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated, (Restated, Note 22) Note 22) OPERATING ACTIVITIES Net income (loss) from continuing operations $ 17,186 $ (113,270) $ 2,915 $ (5,947) Add (deduct) items not affecting operations Depreciation and amortization 21,749 13,706 44,419 27,058 Non-cash portion of interest expense 1,055 751 1,604 1,477 Future income tax (recovery) expense (1,237) 122,626 (4,757) 7,090 Non-cash executive and trustee compensation 155 112 310 200 Convertible debentures accretion 288 190 575 402 Discontinued operations (73) (126) (252) (130) Changes in non-cash working capital (12,191) (847) (17,868) (5,340) ------------------------------------------------------------------------- 26,932 23,142 26,946 24,810 ------------------------------------------------------------------------- FINANCING ACTIVITIES Repayment of long-term debt (2,189) (3,522) (159,461) (5,846) Proceeds from long-term debt 2,462 24,448 389,948 24,448 Unit distributions (16,942) (12,990) (33,645) (26,326) Increase (decrease) in operating loan 2,282 (22,000) 17,882 (3,300) Proceeds from bridge loan 3 - 8,910 - Repayment of bridge loan - - (215,000) - Discontinued operations repayment of debt (57) (1,246) (114) (2,341) ------------------------------------------------------------------------- (14,441) (15,310) 8,520 (13,365) ------------------------------------------------------------------------- INVESTING ACTIVITIES Capital expenditures on hotel properties (12,687) (7,525) (18,606) (13,405) Discontinued operations capital expenditures - (42) - (102) Hotel under development expenditures, net (959) (1,978) (5,252) (2,872) Proceeds from sale of discontinued assets, net of costs (Note 22) - 4,300 - 6,400 Change in intangible and deferred assets 154 (1,584) (277) (1,995) Acquisition of hotel properties (Note 3) (127) - (17,302) - Decrease in restricted cash 195 1,806 266 4,126 ------------------------------------------------------------------------- (13,424) (5,023) (41,171) (7,848) ------------------------------------------------------------------------- (Decrease) increase in cash during the period (933) 2,809 (5,705) 3,597 Cash, beginning of period 17,499 5,319 22,271 4,531 ------------------------------------------------------------------------- Cash, end of period $ 16,566 $ 8,128 $ 16,566 $ 8,128 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Supplemental disclosure of cash flow information: Cash paid for interest $ 19,674 $ 12,491 $ 34,497 $ 21,287 Cash paid for income taxes (including capital tax) $ 41 $ 70 $ 109 $ 139 The accompanying notes are an integral part of these consolidated financial statements. ------------------------------------------------------------------------- InnVest Real Estate Investment Trust NOTES TO CONSOLIDATED FINANCIAL STATEMENTS June 30, 2008 (all dollar amounts are in thousands, except unit and per unit amounts) (Unaudited) ------------------------------------------------------------------------- 1. Basis of Presentation InnVest Real Estate Investment Trust ("InnVest" or the "REIT") is an unincorporated open-ended real estate investment trust governed by the laws of Ontario. The REIT began operations on July 26, 2002. The units of the REIT are traded on the Toronto Stock Exchange under the symbol of "INN.UN". As at June 30, 2008, the REIT owned 150 Canadian hotels operated under international brands and has a 50% interest in Choice Hotels Canada Inc. ("CHC"). The accompanying unaudited interim consolidated financial statements are prepared in accordance with Canadian generally accepted accounting principles ("GAAP"). The accounting principles used in these financial statements are consistent with those used in the annual consolidated financial statements for the year ended December 31, 2007, except as disclosed in Note 2. These financial statements do not include all the information and disclosure required by GAAP for annual financial statements, and should be read in conjunction with the annual consolidated financial statements for the year ended December 31, 2007. Revenues earned from hotel operations fluctuate throughout the year, with the third quarter being the highest due to the increased level of leisure travel in the summer months, and the first quarter being the lowest as leisure travel tends to be lower at that time of year. 2. Significant Accounting Policies The accounting policies followed in preparation of these financial statements are consistent with those as set out in the audited financial statements for the year ended December 31, 2007, except as follows: Capital Disclosures Effective January 1, 2008, the REIT adopted the Canadian Institute of Chartered Accountants ("CICA") Section 1535 - Capital Disclosures. This standard specifies the disclosure of (i) an entity's objectives, policies and processes for managing capital; (ii) quantitative data about what the entity regards as capital; (iii) whether the entity has complied with any capital requirements; and (iv) if it has not complied, the consequences of such non-compliance (see Note 12). Financial Instruments - Disclosures and Presentation Effective January 1, 2008, the REIT adopted two new CICA accounting standards: Section 3862 - Financial Instruments - Disclosures and Section 3863 - Financial Instruments - Presentation. These new standards replace Section 3861 - Financial Instruments - Disclosure and Presentation. These standards revise and enhance disclosure requirements, and carry forward, unchanged, existing presentation requirements. These new standards place increased emphasis on disclosure about the nature and extent of risks arising from financial instruments and how the entity manages those risks (see Note 14). Newly Built Hotels Acquired or Developed The REIT has retroactively implemented a new accounting policy with respect to costs capitalized to development properties. Capitalized costs include interest on hotel specific debt, property taxes, general and administrative expenses incurred directly in connection with the acquisition and development of hotel properties, and net operating losses until the earlier of hotel operating income break-even or one year (see Note 4). 3. Acquisitions On February 12, 2008, the REIT purchased the Staybridge Suites Guelph for $17,423 including transaction costs. The acquisition was funded through new debt proceeds of $8,300 and cash on hand. During the year ended December 31, 2007, InnVest became the owner of nine, and the lessee of two, of the following eleven first class hotels: The Fairmont Palliser, Sheraton Suites Calgary Eau Claire, Delta Calgary Airport, Fairmont Hotel Macdonald, Delta Winnipeg Hotel, Delta Ottawa Hotel and Suites, Delta Centre-Ville, Delta Beauséjour, Delta Prince Edward, Delta Barrington and the Delta Halifax (collectively, the "Legacy Portfolio"). The REIT also completed the purchases of the Staybridge Suites London and the Holiday Inn Express North Bay in 2007. The purchase price allocations associated with these acquisitions are summarized as follows: June 30, December 31, 2008 2007 ------------------------------------------------------------------------- Current assets $ - $ 24,473 Hotel properties 17,423 794,152 Other assets - 47,466 ------------------------------------------------------------------------- 17,423 866,091 Assumption of existing long-term debt - (196,674) Future income tax liability - (127,133) Current liabilities - (26,882) Long-term liabilities - (2,493) ------------------------------------------------------------------------- $ 17,423 $ 512,909 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The consideration paid, including transaction costs, consists of the following: Cash $ 9,013 $ 32,127 Bank indebtedness - 212,850 Units issued - 191,748 Debentures issued - 58,615 New mortgage debt 8,289 - ------------------------------------------------------------------------- 17,302 495,340 ------------------------------------------------------------------------- Acquisition related liabilities 121 17,569 ------------------------------------------------------------------------- $ 17,423 $ 512,909 ------------------------------------------------------------------------- ------------------------------------------------------------------------- As at June 30, 2008, the REIT is continuing to evaluate the fair value of the net assets acquired in 2008, and based on this ongoing evaluation, the purchase price allocation may be adjusted in future periods. 4. Hotel Properties June 30, December 31, Accumulated 2008 Net 2007 Net Cost Depreciation Book Value Book Value ------------------------------------------------------------------------- Land $ 185,980 $ - $ 185,980 $ 182,960 Buildings 1,768,579 159,516 1,609,063 1,612,650 Furniture, fixtures and equipment 135,419 41,526 93,893 89,155 ------------------------------------------------------------------------- $ 2,089,978 $ 201,042 $ 1,888,936 $ 1,884,765 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Included in Hotel Properties are two newly built hotels acquired and one hotel developed internally adjacent to a hotel owned by the REIT, with a combined net book value of $52,738 (December 31, 2007 - $29,828). Included in this balance is $1,047 (December 31, 2007 - $ nil) of net operating losses. No depreciation has been recorded for these three hotels. 5. Other Real Estate Properties June 30, December 31, Accumulated 2008 Net 2007 Net Cost Depreciation Book Value Book Value ------------------------------------------------------------------------- Land $ 1,624 $ - $ 1,624 $ 1,624 Buildings 15,403 809 14,594 14,766 Furniture, fixtures and equipment 60 24 36 38 ------------------------------------------------------------------------- $ 17,087 $ 833 $ 16,254 $ 16,428 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 6. License Contracts June 30, December 31, Accumulated 2008 Net 2007 Net Cost Amortization Book Value Book Value ------------------------------------------------------------------------- Licence contracts $ 26,320 $ 7,809 $ 18,511 $ 19,169 ------------------------------------------------------------------------- ------------------------------------------------------------------------- During the six months ended June 30, 2008, the license contracts were amortized by $658. 7. Intangible and Deferred Assets June 30, December 31, Accumulated 2008 Net 2007 Net Cost Amortization Book Value Book Value ------------------------------------------------------------------------- Deferred financing related to credit facility $ 2,240 $ 2,177 $ 63 $ 1,314 Intangible assets 61,029 13,026 48,003 53,787 ------------------------------------------------------------------------- $ 63,269 $ 15,203 $ 48,066 $ 55,101 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Intangible assets include customer and tenant relationships, lease origination costs, above and below market leases, and franchise rights recognized upon acquisition of new hotel properties and other real estate properties. During the six months ended June 30, 2008, the intangible assets were amortized by $5,265 and the deferred financing related to the credit facility was amortized by $1,341 for the bridge loans. 8. Bank Indebtedness In the first quarter of 2008, the REIT provided five unencumbered properties as additional security for its operating line which was increased from $25,000 to $40,000. The operating line bears interest at Canadian bank prime rate plus 0.5% or the Canadian Bankers' Acceptance rate plus 1.5%. With the addition of the five properties, the operating line is now secured by 14 properties and is payable on demand. A bridge loan was funded on March 19, 2008 for $9,000, whereby the REIT provided an additional unencumbered hotel as security. The bridge loan bears interest at Canadian Bankers' Acceptance rate plus 2.0%, is for a term of one year, and requires interest payments only. The REIT's bridge loan facility of $215,000, entered into as part of the closing for the acquisition of the Legacy Portfolio, was paid in full as part of the refinancing of these assets (See Note 9). Deferred financing costs related to this bridge loan were written off as part of depreciation and amortization expense. June 30, December 31, 2008 2007 ------------------------------------------------------------------------- Operating line $ 26,082 $ 8,200 Bridge loan 9,000 - Legacy Portfolio acquisition bridge loan - 215,000 ------------------------------------------------------------------------- $ 35,082 $ 223,200 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 9. Long-term Debt June 30, December 31, 2008 2007 ------------------------------------------------------------------------- Mortgages payable $ 948,305 $ 715,699 Less debt issuance costs (7,575) (4,082) ------------------------------------------------------------------------- Total long-term debt 940,730 711,617 Less current portion (9,798) (12,725) ------------------------------------------------------------------------- Net long-term debt $ 930,932 $ 698,892 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Substantially all of the REIT's assets have been pledged as security under debt agreements. At June 30, 2008, long-term debt had a weighted average interest rate of 5.8% (December 31, 2007 - 6.4%) and a weighted average effective interest rate of 6.0% (December 31, 2007 - 6.5%). The long-term debt is repayable in average monthly payments of principal and interest totalling $5,394 (December 31, 2007 - $4,805) per month, and matures at various dates from June 1, 2009 to March 21, 2018. Scheduled repayment of long-term debt is as follows: Scheduled Due on Repayments Maturity Total ------------------------------------------------------------------------- 2008 (remainder of the year) $ 5,080 $ - $ 5,080 2009 9,764 - 9,764 2010 9,058 182,350 191,408 2011 9,372 268,000 277,372 2012 12,548 45,912 58,460 2013 and thereafter 22,875 383,346 406,221 ------------------------------------------------------------------------- $ 68,697 $ 879,608 $ 948,305 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The current portion of long-term debt on the balance sheet is based on the twelve months ending June 30, 2009, whereas the repayment schedule above reflects the fiscal year. The estimated fair value of the REIT's long-term debt at June 30, 2008 was approximately $944,957 (December 31, 2007 - $717,463). This estimate was determined by discounting expected cash flows at the interest rates currently being offered to the REIT for debt of the same remaining maturities. Long-term debt includes $77,539 (December 31, 2007 - $79,777) of mortgages payable, which are subject to floating interest rates. Annual interest expense will increase by $775 for every 1% increase in the base Bankers' Acceptance rate. As part of the Staybridge Suites Guelph acquisition (see Note 3), the REIT obtained $8,300 of new debt bearing an interest rate of 5.5% for a ten-year term. The issuance costs associated with the debt amounted to $11. On February 29, 2008, the REIT secured an additional $350,000 of mortgage financing on 10 of the 11 hotels in the Legacy Portfolio. Existing debt of $154,765 was paid out and the REIT obtained new debt of $40,000 on two assets which were previously unencumbered. Transaction costs of $3,803 were incurred for this transaction. InnVest fixed the interest rates on $370,000, with the remaining $20,000 subject to floating rates. The weighted average term to maturity is 4.9 years and the weighted average blended interest rate is 5.6%. A portion of the proceeds from the February 29, 2008 refinancing transaction were used to repay the balance of the $215,000 bridge loan facility entered into for the acquisition of the Legacy Portfolio in 2007, which had a maturity date of June 13, 2008. Interest expense on mortgages and other debt, interest on operating and bridge loans, as well as convertible debentures interest are considered operating items in the statement of cash flows. 10. Other Long-term Obligations June 30, December 31, 2008 2007 ------------------------------------------------------------------------- Capital leases $ 1,767 $ 1,767 Other lease obligations 390 360 ------------------------------------------------------------------------- 2,157 2,127 Less current portion (165) (165) ------------------------------------------------------------------------- Total lease obligations 1,992 1,962 Pension liability 3,545 3,294 Asset retirement obligation 1,457 1,436 ------------------------------------------------------------------------- Total other long-term obligations $ 6,994 $ 6,692 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Defined Benefit Pension Plans The defined benefit pension plans were assumed pursuant to the acquisition of certain hotels in 2006 and the Legacy Portfolio in the third quarter of 2007. The most recent actuarial valuation with respect to the funding of the REIT's pension plans was prepared on June 30, 2008. The pension plan assets as at June 30, 2008 consist of the following: Non- Union Non- Management Management June 30, December 31, Pension Pension 2008 Total 2007 Total Benefit Benefit Benefit Benefit Plans Plans Plans Plans ------------------------------------------------------------------------- Accrued benefit obligation $ 5,841 $ 1,352 $ 7,193 $ 6,908 Fair value of plan assets 2,540 1,325 3,865 3,614 ------------------------------------------------------------------------- Funded status - plan deficit 3,301 27 3,328 3,294 Unamortized net actuarial (loss) gain (123) 340 217 249 ------------------------------------------------------------------------- Accrued employee future benefit liability $ 3,178 $ 367 $ 3,545 $ 3,543 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 11. Convertible Debentures The details of the three series of convertible debentures are outlined in the tables below: Effective Original Converted Interest Interest Face to Trust Debenture Maturity Date Rate Rate Amount Units ------------------------------------------------------------------------- Series A April 15, 2011 6.25% 7.73% $ 57,500 $ (11,736) Series B May 31, 2013 6.00% 7.53% 75,000 - Series C August 1, 2014 5.85% 7.42% 70,000 - ------------------------------------------------------------------------- $ 202,500 $ (11,736) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Holders' Face Amount Conversion Transaction June 30, Debenture Outstanding Option Accretion Costs 2008 ------------------------------------------------------------------------- Series A $ 45,764 $ (2,289) $ 1,263 $ (838) $ 43,900 Series B 75,000 (3,400) 1,004 (2,323) 70,281 Series C 70,000 (2,953) 372 (2,804) 64,615 ------------------------------------------------------------------------- $ 190,764 $ (8,642) $ 2,639 $ (5,965) $ 178,796 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Effective Original Converted Interest Interest Face to Trust Debenture Maturity Date Rate Rate Amount Units ------------------------------------------------------------------------- Series A April 15, 2011 6.25% 7.73% $ 57,500 $ (11,736) Series B May 31, 2013 6.00% 7.53% 75,000 - Series C August 1, 2014 5.85% 7.42% 70,000 - ------------------------------------------------------------------------- $ 202,500 $ (11,736) ------------------------------------------------------------------------- ------------------------------------------------------------------------- Holders' Face Amount Conversion Transaction December Debenture Outstanding Option Accretion Costs 30, 2007 ------------------------------------------------------------------------- Series A $ 45,764 $ (2,289) $ 1,127 $ (1,356) $ 43,246 Series B 75,000 (3,400) 768 (2,497) 69,871 Series C 70,000 (2,953) 169 (2,946) 64,270 ------------------------------------------------------------------------- $ 190,764 $ (8,642) $ 2,064 $ (6,799) $ 177,387 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The fair value of the REIT's convertible debentures at June 30, 2008 is $178,325 (December 31, 2007 - $180,917). 12. Capital Management The REIT manages its capital, which is defined as the aggregate of unitholders' equity and debt, under the terms of the Declaration of Trust. The REIT's capital management objectives are to ensure compliance with debt and investment restrictions outlined in its Declaration of Trust as well as external existing debt covenants, allow for the implementation of its acquisition strategy and hotel property refurbishment program and finally build long-term unitholder value. Issuances of equity and debt are approved by the Board of Trustees (the "Board") through their review and approval of the REIT's strategic plan and annual budget plan, along with changes to the approved plans periodically throughout each year. At June 30, 2008, InnVest's primary contractual obligations consisted of long-term mortgage obligations and convertible debentures. InnVest is not permitted to exceed certain financial leverage amounts under the terms of the Declaration of Trust. The REIT is permitted to hold indebtedness excluding convertible debentures up to a level of 50% of gross asset value. Further, the REIT is permitted to have indebtedness and convertible debentures up to a level of 60% of gross asset value. The Declaration of Trust also governs that individual property mortgages, or mortgages on a pool of properties, cannot exceed 75% of the value of the underlying property. InnVest calculates indebtedness in accordance with GAAP excluding non-interest bearing indebtedness, trade accounts payable, and any future income tax liability. InnVest calculates gross asset value as the total book value of assets on the REIT's balance sheet, plus the accumulated depreciation and amortization, less future income tax liabilities. At June 30, 2008, the REIT's leverage excluding and including convertible debentures was 47.4% and 56.5% respectively, calculated as follows: June 30, 2008 December 31, 2007 ------------------------------------------------------------------------- Total assets per Balance Sheet $ 2,060,807 $ 2,062,279 Accumulated depreciation and amortization 239,739 192,973 Future income tax liability (220,746) (225,503) Future income tax liability not included in assets 23,536 23,909 ------------------------------------------------------------------------- Gross Asset Value $ 2,103,336 $ 2,053,658 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Book value of mortgages and other indebtedness(1) $ 997,441 47.4% $ 953,067 46.4% Convertible debentures(2) 190,764 9.1% 190,764 9.3% ------------------------------------------------------------------------- $ 1,188,205 56.5% $ 1,143,831 55.7% ------------------------------------------------------------------------- ------------------------------------------------------------------------- (1) Adjusted to eliminate financing issuance costs and include long-term debt related to assets held for sale. (2) Adjusted to face value. The REIT's Declaration of Trust also includes guidelines that limit capital expended to, among other items, the following: (a) Direct and indirect investments in real property on which hotels are situated and the hotel business conducted thereon, primarily in Canada, and in entities whose activities consist primarily of franchising hotels; (b) Temporary investments held in cash, deposits with a Canadian Chartered bank or trust company, short term government debt securities or in money market instruments of, or guaranteed by, a Schedule 1 Canadian bank, short term commercial paper, notes, bonds of other debt securities of a Canadian entity having a rating of at least R-1 (Mid) by Dominion Bond Rating Service or A-1 (Mid) by Standard & Poor's Corporation maturing prior to one year from the date if issue; and (c) Investments in mortgages or mortgage bonds, where the related security is a first mortgage on income producing real property which otherwise complies with (a) above and is subject to certain leverage limits and debt service coverage. The aggregate value of such investments shall not exceed 20% of the unitholders' equity; The REIT is in compliance with these guidelines. The REIT is also subject to certain restrictions on the issuance of equity as discussed in Note 13. The REIT can issue on a non-cumulative basis a total of approximately $143 million in equity annually in each of 2008 through 2010 and maintain its relief from taxation to the end of 2010. As outlined in the Declaration of Trust, the REIT is required to distribute monthly to unitholders not less than one-twelfth of eighty percent (80%) of distributable income of the REIT for the calendar year (see Note 17). The REIT maintains an operating line of $40 million with a Canadian Chartered bank with the following covenants in addition to the leverage limits under the Declaration of Trust: (a) Trailing twelve months consolidated earnings before interest, taxes, depreciation and amortization ("EBITDA") to consolidated interest expense of not less than 2.0 times (actual being 2.6 times at June 30, 2008 and 2.8 times at December 31 ,2007); (b) Trailing twelve months consolidated EBITDA to consolidated debt service of not less than 1.5 times (actual being 2.3 times at June 30, 2008 and 2.3 times at December 31 ,2007); and (c) Unitholders' Equity of not less than $300,000 (actual being $571,672 at June 30, 2008 and $604,666 at December 31, 2007. 13. Income Taxes and Future Income Tax Liability InnVest currently qualifies as a Mutual Fund Trust for income tax purposes. As required by its Declaration of Trust, InnVest intends to distribute all taxable income to its unitholders and to deduct these distributions for income tax purposes (Note 17). In June 2007, a Bill was enacted for the taxation of publicly traded trusts, including income trusts (the "Bill"). The Bill applies to publicly traded trusts which existed prior to November 1, 2006 starting with taxation years ending in 2011, except for those trusts that qualify for the real estate investment trust ("Qualifying REIT") exception included in the legislation. An existing trust may lose its relief from taxation in the interim periods to 2011 where it undergoes "undue expansion". Pursuant to the legislation, a REIT which carries on Canadian hotel operations (including through subsidiaries) will not be a Qualifying REIT. As a result, InnVest will be subject to tax starting January 1, 2011. The Bill may adversely affect the level of cash distribution to unitholders commencing in 2011 if InnVest does not become a Qualifying REIT by then. Management is reviewing whether it is feasible to reorganize InnVest so that non-qualifying operations and assets are transferred under a plan of arrangement to a taxable entity that is held by InnVest unitholders, and that the InnVest hotels, which continue to be owned by the REIT, are leased by it to the taxable entity. It is not possible at this preliminary juncture to provide any assurances that any such reorganization or a similar reorganization can or will be implemented before 2011, or that any such reorganization, if implemented, would not result in material costs or other adverse consequences to InnVest and its unitholders. 14. Financial Instruments Risk Management In the normal course of business, the REIT is exposed to a number of risks that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: Interest Rate Risk The time period over which Management is spreading the debt maturities implies an average term to maturity of approximately five years. This strategy reduces the REIT's exposure to re-pricing risk resulting from short-term interest rate fluctuations in any one year. Management is of the view that such a strategy will provide the most effective interest rate risk management for debt. The REIT's floating rate debt balance is monitored by Management to minimize the REIT's exposure to interest rate fluctuations. As at June 30, 2008 the REIT's floating rate debt balance of $77,539 (December 31, 2007 - $79,777) is approximately 8% of total long-term debt. Credit Risk Credit risks relate to the possibility that hotel guests, either individual or corporate, do not pay the amounts owed to the REIT. The REIT mitigates this risk by limiting its exposure to customers allowed to pay by invoice after check out ("direct bill"). Accounts receivable as at June 30, 2008 is $31,531 (December 31, 2007 - $28,677). InnVest reviews accounts receivable and the allowance for doubtful accounts is adjusted for any balances which are determined by management to be uncollectable. This provision adjustment is expensed in the hotel operating income. The allowance as at June 30, 2008 is $597 (December 31, 2007 - $670) or 1.9% (December 31, 2007 - 2.3%) of total receivables. The amount included in hotel expenses for the six months ended June 30, 2008 is $3 (six months ended June 30, 2007 - $15). Liquidity Risk Liquidity risk arises from the possibility of not having sufficient debt and equity capital available to the REIT to fund its growth and capital maintenance programs and refinance its obligations as they arise. There is a risk that lenders will not refinance maturing debt on terms and conditions acceptable to the REIT or on any terms at all. Management's strategy mitigates the REIT's exposure to excessive amount of debt maturing in any one year. There is also a risk that bank lenders will not refinance the operating credit facility on terms and conditions acceptable to the REIT or on any terms at all. Fair Values The fair values of the REIT's financial assets and liabilities, representing net working capital, approximate their recorded values at June 30, 2008 and December 31, 2007 due to their short-term nature. The fair value of the REIT's long-term debt is less than the carrying value by approximately $5,813 at June 30, 2008 (December 31, 2007 - fair value exceeded carrying value by approximately $1,764) due to changes in interest rates since the dates on which the individual mortgages were received. The fair value of long-term debt has been estimated based on the current market rates for mortgages with similar terms and conditions. The fair value of the REIT's convertible debentures is less than the carrying value by approximately $471 at June 30, 2008 (December 31, 2007 - fair value exceeded carrying value by approximately $3,530). The fair value of convertible debentures has been estimated based on the market rates for convertible debentures as at June 30, 2008 and December 31, 2007. Letters of Credit As at June 30, 2008 the REIT has letters of credit totaling $3,718 (December 31, 2007 - $3,378) held on behalf of security deposits for various utility companies and liquor licences, and additional security for the pension liabilities. 15. Unitholders' Equity The REIT is authorized to issue an unlimited number of units, each of which represents an equal undivided beneficial interest in any distributions from the REIT. All units are of the same class with equal rights and privileges. Per the Declaration of Trust, units cannot be issued from treasury unless the trustees consider it not to be dilutive to ensuing annual distributions of distributable income to existing unitholders. Units Amount ------------------------------------------------------------------------- Balance at December 31, 2006 55,045,351 $ 543,363 Units issued on conversion of debentures 830,800 10,605 Units issued under distribution reinvestment plan 367,118 4,934 Units issued for vested executive compensation 20,139 275 Units issued under trustee compensation plan 1,650 23 ------------------------------------------------------------------------- Balance at June 30, 2007 56,265,058 $ 559,200 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Units Amount ------------------------------------------------------------------------- Balance at December 31, 2007 73,000,694 $ 757,375 Units issued under distribution reinvestment plan 824,893 7,626 Units issued for vested executive compensation 16,033 151 Units issued under trustee compensation plan 7,550 76 ------------------------------------------------------------------------- Balance at June 30, 2008 73,849,170 $ 765,228 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Trustee Compensation Plan The members of the Board of Trustees receive 50% of their annual retainer in units (based on the then current market price of the units). The REIT has set aside 100,000 units in reserve for this purpose. The balance in this reserve account at June 30, 2008 is 31,869 units. Under the Trustee Compensation Plan, 7,550 units were issued during the six months ended June 30, 2008 (six months ended June 30, 2007 - 1,650 units). Executive Compensation Plan The senior executives participate in the executive compensation plan under which units are granted by the Board of Trustees from time to time. The REIT has reserved a maximum of 1,000,000 units for issuance under the plan. The balance in this reserve account at June 30, 2008 is 825,146 units. A unit granted through the plan entitles the holder to receive, on the vesting date, the then current fair market value of the unit plus the value of the cash distributions that would have been paid on the unit if it had been issued on the date of grant assuming the reinvestment of the distribution into REIT units. The payment will be satisfied through the issuance of units. The following table summarizes the status of the executive compensation plan at June 30, 2008, excluding granted units which have fully vested: Units Unvested Accumulated Executive from Dist- Total units ributions Units ------------------------------------------------------------------------- January 1, 2005 - granted 13,118 4,626 17,744 January 1, 2006 - granted 12,968 3,496 16,464 January 1, 2007 - granted 15,000 2,421 17,421 January 1, 2008 - granted 20,455 1,253 21,708 January 1, 2008 - units vested (6,559) (2,049) (8,608) ------------------------------------------------------------------------- 54,982 9,747 64,729 ------------------------------------------------------------------------- ------------------------------------------------------------------------- In March 2008, the Board of Trustees approved the granting of 20,455 units effective as of January 1, 2008. These units vest equally on the third and fourth anniversaries of the effective date of grant. Distribution Reinvestment Plan ("DRIP") The REIT has a DRIP whereby eligible Canadian unitholders may elect to have their distributions of income from the REIT automatically reinvested in additional units. Unitholders who so elect will receive a further bonus distribution of units equal in value to 3% of each distribution that was reinvested. 16. Per Unit Information Three Months Ended Three Months Ended June 30, 2008 June 30, 2007 ------------------------------------------------------------------------- Weighted Weighted Average Units Average Units ------------------------------------------------------------------------- (Restated, Note 22) Net income (loss) from continuing operations - basic $ 17,186 73,647,417 $ (113,270) 56,002,020 Dilutive effect of executive compensation plan - 63,826 - - ------------------------------------------------------------------------- Net income (loss) from continuing operations - diluted $ 17,186 73,711,243 $ (113,270) 56,002,020 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Ended Six Months Ended June 30, 2008 June 30, 2007 ------------------------------------------------------------------------- Weighted Weighted Average Units Average Units ------------------------------------------------------------------------- (Restated, Note 22) Net income (loss) from continuing operations - basic $ 2,915 73,440,150 $ (5,947) 55,631,950 Dilutive effect of executive compensation plan - 62,888 - 52,769 ------------------------------------------------------------------------- Net income (loss) - diluted $ 2,915 73,503,038 $ (5,947) 55,684,719 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Three Months Ended Three Months Ended June 30, 2008 June 30, 2007 ------------------------------------------------------------------------- Weighted Weighted Average Units Average Units ------------------------------------------------------------------------- Net income (loss) $ 15,494 73,647,417 $ (113,291) 56,002,020 Dilutive effect of executive compensation plan - 63,826 - - ------------------------------------------------------------------------- Net income (loss) $ 15,494 73,711,243 $ (113,291) 56,002,020 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Ended Six Months Ended June 30, 2008 June 30, 2007 ------------------------------------------------------------------------- Weighted Weighted Average Units Average Units ------------------------------------------------------------------------- Net income (loss) $ 421 73,440,150 $ (5,959) 55,631,950 Dilutive effect of executive compensation plan - 62,888 - 52,769 ------------------------------------------------------------------------- Net income (loss) $ 421 73,503,038 $ (5,959) 55,684,719 ------------------------------------------------------------------------- ------------------------------------------------------------------------- The impact of the convertible debentures has been excluded from the June 30, 2008 per unit calculations as the impact of the conversions would not be dilutive. 17. Distributions to Unitholders Distributions to unitholders are computed based on distributable income as defined by the Declaration of Trust (Note 12). Distributable income is a measure of cash flow that is not defined under Canadian GAAP and, accordingly, may not be comparable to similar measures used by other entities. Distributable income per unit has been calculated on a basis consistent with that prescribed by Canadian GAAP for calculating earnings per unit. Distributable income is defined as net income in accordance with Canadian GAAP, subject to certain adjustments as set out in the Declaration of Trust, including adding back depreciation and amortization, amortization of fair value debt adjustment and future income tax (recovery) expense, excluding any gains or losses on the disposition of real property and future income taxes, deducting the amount calculated, at 4% of hotel revenues, for the reserve for the replacement of furniture, fixtures and equipment and capital improvements, the accretion on convertible debentures that is included in the computation of net income, and making any other adjustments determined by the trustees of the REIT in their discretion. As outlined in the Declaration of Trust, the REIT is required to distribute monthly to unitholders not less than one-twelfth of eighty percent (80%) of distributable income of the REIT for the calendar year, however during the second and third quarter, the REIT typically distributes less than 80% of its distributable income. Three Three Months Months Ended Ended June 30, June 30, 2008 2007 ------------------------------------------------------------------------- Net income (loss) $ 15,494 $ (113,291) ------------------------------------------------------------------------- Add (deduct) Depreciation and amortization 21,749 14,106 Future income tax recovery (1,237) 122,626 Non-cash portion of interest expense 1,055 751 Reserve for replacement of furniture, fixtures and equipment and capital improvements (7,492) (4,459) Writedown (gain on) assets held for sale 1,864 (174) Convertible debenture accretion 288 190 Non-cash executive and trustee compensation 145 140 Deferred land lease expense and retail lease income, net 8 3 ------------------------------------------------------------------------- 16,380 133,183 ------------------------------------------------------------------------- Distributable income 31,874 19,892 Distributions Required under the Declaration of Trust 25,499 15,914 Discretionary (4,766) (121) ------------------------------------------------------------------------- Distributions paid or payable 20,733 15,793 ------------------------------------------------------------------------- Distributions less than distributable income $ 11,141 $ 4,099 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Six Months Ended Ended June 30, June 30, 2008 2007 ------------------------------------------------------------------------- Net income (loss) $ 421 $ (5,959) ------------------------------------------------------------------------- Add (deduct) Depreciation and amortization 44,419 27,856 Future income tax (recovery) expense (4,757) 7,090 Non-cash portion of interest expense 1,604 1,477 Reserve for replacement of furniture, fixtures and equipment and capital improvements (13,340) (8,079) Writedown (gain on) assets held for sale 2,364 (833) Convertible debenture accretion 575 402 Corporate reorganization costs - 1,471 Non-cash executive and trustee compensation 300 228 Deferred land lease expense and retail lease income, net 16 17 ------------------------------------------------------------------------- 31,181 29,629 ------------------------------------------------------------------------- Distributable income 31,602 23,670 Distributions Required under the Declaration of Trust 25,282 18,936 Discretionary 16,069 12,437 ------------------------------------------------------------------------- Distributions paid or payable 41,351 31,373 ------------------------------------------------------------------------- Distributions in excess of distributable income $ 9,749 $ 7,703 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 18. Management Agreements Westmont Hospitality Canada Limited On July 26, 2002, the REIT entered into a Management Agreement for hotel management and accounting services and an Administrative Services Agreement (the "Agreements") with Westmont Hospitality Management Canada Limited ("Westmont"). Westmont is considered a related party to the REIT as a result of its ability to exercise significant influence through the Agreements. Westmont manages all but fifteen of the REIT's hotels. The Agreements have an initial term of 10 years with two successive five-year renewal terms, subject to the consent of Westmont and approval of the REIT. The Agreements will expire July 25, 2012. The Agreements provide for the payment of an annual management fee to Westmont in an amount equal to 3.375% of gross revenues during the term of the Agreements, including renewal periods. In addition, Westmont may receive an annual incentive fee if the REIT achieves distributable income (see Note 17) in excess of $1.25 per unit. No management incentive fees were paid during the periods presented. Accounting fees are calculated based on a fixed charge per room which increases by the Consumer Price Index change annually. In addition to the base management fee and incentive fee, Westmont is entitled to reasonable fees based on a percentage of the cost of purchasing certain goods and supplies and certain construction costs and capital expenditures, fees for accounting services, reasonable out-of-pocket costs and expenses (other than general and administrative expenses or overhead costs except as otherwise provided in the Administrative Services Agreement) and project management and general contractor service fees related to hotel renovations managed by Westmont. Also, for certain hotels owned by InnVest and not managed by Westmont, Westmont is entitled to an asset management fee based on a fixed percentage of the purchase price of the hotel or a fixed percentage of Hotel operating income, subject to an annual minimum fee. During the three and six months ended June 30, 2008 and 2007, the fees charged to the REIT pursuant to the Agreements were as follows: Three Three Months Months Ended Ended June 30, June 30, 2008 2007 ------------------------------------------------------------------------- Fees from continuing operations: Management fees $ 3,413 $ 3,174 Asset management fees (included in hotel operating expenses) 583 79 Accounting services (included in hotel operating expenses) 586 553 Administrative services (included in corporate and administrative expenses) 111 107 Project management and general contractor services (capitalized to hotel properties) 236 235 Fees from discontinued operations 93 178 ------------------------------------------------------------------------- $ 5,022 $ 4,326 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Six Months Ended Ended June 30, June 30, 2008 2007 ------------------------------------------------------------------------- Fees from continuing operations: Management fees $ 6,137 $ 5,798 Asset management fees (included in hotel operating expenses) 1,233 157 Accounting services (included in hotel operating expenses) 1,168 1,105 Administrative services (included in corporate and administrative expenses) 206 212 Project management and general contractor services (capitalized to hotel properties) 347 393 Fees from discontinued operations 173 279 ------------------------------------------------------------------------- $ 9,264 $ 7,944 ------------------------------------------------------------------------- ------------------------------------------------------------------------- In addition, salaries of REIT employees paid by Westmont and reimbursed by the REIT were $98 (June 30, 2007 - $126). Included in accounts payable and accrued liabilities are amounts owed to Westmont at June 30, 2008 totalling $1,671 (December 31, 2007 - $1,480). Other Management Agreements The REIT entered into management agreements with Hilton Canada Co. ("Hilton") to manage the two Hilton hotels acquired in 2006. The agreements provide for the payment of an annual management fee to Hilton in an amount equal to 2.5% until September 30, 2008 and then 3.0% of gross revenues during the balance of the term of the agreements. The agreements mature on December 31, 2026. For the six months ended June 30, 2008, total management fees paid to Hilton were $484 (June 30, 2007 - $337). The REIT assumed the hotel management agreements with Delta Hotels Limited ("Delta"), dated January 1, 2003 when two Delta hotels were purchased in 2006. The agreements provide for the payment of an annual management fee to Delta in an amount equal to 3% of total revenues from the hotel, plus 0.5% of total revenues from the hotel if the hotel's annual gross operating profit is greater than the budgeted gross operating profit. The agreements mature on December 31, 2015, with two ten-year extension options. For the six months ended June 30, 2008, total management fees paid to Delta were $266 (June 30, 2007 - $357). With the acquisition of the Legacy Portfolio in September 2007, InnVest assumed the existing hotel management agreements with Fairmont Hotel and Resorts ("Fairmont") or Delta for each of the Legacy Portfolio hotels. The agreements provide for the payment of a base management fee and an incentive management fee to either Fairmont or Delta. Legacy was also subject to a portfolio incentive fee on 11 of its 25 hotels, of which six are now owned or leased by InnVest. The base management fee is equal to 3% of total revenues from the hotel for nine of the hotels and 2% of total revenues for the remaining two hotels. The agreements mature from December 31, 2010 to December 31, 2047. The incentive fees are calculated based on net operating income from hotel operations plus amortization less the capital replacement reserve, in excess of a threshold. For the six months ended June 30, 2008, total management fees paid for the Legacy Portfolio were $5,135. 19. Segmented Financial Information The REIT operates hotel properties throughout Canada. Information related to these properties by geographic segment is presented below. The REIT primarily evaluates operating performance based on hotel operating income. All key financing, investing and capital allocation decisions are centrally managed. The comparatives have been restated to exclude discontinued operations and assets held for sale at June 30, 2008. ------------------------------------------------------------------------- Western Ontario Quebec Atlantic Total ------------------------------------------------------------------------- Three Months Ended June 30, 2008 Hotel revenues $ 46,980 $ 67,070 $ 40,822 $ 27,124 $ 181,996 Hotel expenses 31,394 47,250 27,860 19,340 125,844 ------------------------------------------------------------------------- Hotel operating income $ 15,586 $ 19,820 $ 12,962 $ 7,784 $ 56,152 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Three Months Ended June 30, 2007 Hotel revenues $ 10,874 $ 58,329 $ 28,114 $ 11,982 $ 109,299 Hotel expenses 6,821 40,786 19,962 7,771 75,340 ------------------------------------------------------------------------- Hotel operating income $ 4,053 $ 17,543 $ 8,152 $ 4,211 $ 33,959 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Ended June 30, 2008 Hotel revenues $ 85,590 $ 122,066 $ 69,720 $ 45,149 $ 322,525 Hotel expenses 60,716 92,055 54,055 35,973 242,799 ------------------------------------------------------------------------- Hotel operating income $ 24,874 $ 30,011 $ 15,665 $ 9,176 $ 79,726 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Six Months Ended June 30, 2007 Hotel revenues $ 19,859 $ 108,091 $ 49,446 $ 20,261 $ 197,657 Hotel expenses 13,111 80,161 38,183 14,624 146,079 ------------------------------------------------------------------------- Hotel operating income $ 6,748 $ 27,930 $ 11,263 $ 5,637 $ 51,578 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Capital expenditures on hotel properties Three Months Ended June 30, 2008 $ 2,750 $ 3,130 $ 4,823 $ 1,984 $ 12,687 Three months ended June 30, 2007 $ 1,374 $ 3,651 $ 2,062 $ 438 $ 7,525 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Capital expenditures on hotel properties Six Months Ended June 30, 2008 $ 3,163 $ 5,037 $ 6,209 $ 4,197 $ 18,606 Six months ended June 30, 2007 $ 1,747 $ 7,729 $ 2,939 $ 990 $ 13,405 ------------------------------------------------------------------------- ------------------------------------------------------------------------- Hotel properties As at June 30, 2008 $ 517,655 $ 703,475 $ 424,449 $ 243,357 $1,888,936 As at December 31, 2007 $ 525,322 $ 690,284 $ 430,570 $ 238,589 $1,884,765 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 20. Total Revenues Three Three Six Six Months Months Months Months ended Ended ended Ended June 30, June 30, June 30, June 30, 2008 2007 2008 2007 ------------------------------------------------------------------------- Hotel revenues $ 181,996 $ 109,299 $ 322,525 $ 197,657 Other business income (Note 21) 3,068 3,049 5,729 5,662 ------------------------------------------------------------------------- $ 185,064 $ 112,348 $ 328,254 $ 203,319 ------------------------------------------------------------------------- ------------------------------------------------------------------------- 21. Other Business Income Three Three Months Months Retire- Ended Ended Franchise Retail/ ment June 30, June 30, Business Office Residence 2008 2007 ------------------------------------------------------------------------- Revenues $ 2,162 $ 636 $ 270 $ 3,068 $ 3,049 Expenses 1,334 304 173 1,811 1,728 ------------------------------------------------------------------------- Other business income, net $ 828 $ 332 $ 97 $ 1,257 $ 1,321 ------------------------------------------------------------------------- Six Six Months Months Retire- Ended Ended Franchise Retail/ ment June 30, June 30, Business Office Residence 2008 2007 ------------------------------------------------------------------------- Revenues $ 3,891 $ 1,299 $ 539 $ 5,729 $ 5,662 Expenses 2,543 584 352 3,479 3,293 ------------------------------------------------------------------------- Other business income, net $ 1,348 $ 715 $ 187 $ 2,250 $ 2,369 ------------------------------------------------------------------------- Other business income includes Franchise Business Income, which is InnVest's 50% share of CHC's operations, and the income from the other real estate properties acquired in 2006. 22. Assets Held for Sale and Discontinued Operations On March 30, 2007, the REIT sold a hotel held for sale in Atlantic Canada for $2,350 less closing costs of $250, and recorded a gain of $659. On April 10, 2007, an Ontario asset held for sale was sold for $4,650 less closing costs of $350, and the REIT recorded a gain of $174. The debt owing of $1,010 and $1,181 respectively was paid out of the proceeds. Both these hotels had been reclassified to assets held for sale in 2006. In addition to the operations of these hotels, the results of discontinued operations are comprised of three Ontario hotel properties and one Quebec hotel property reclassified as assets held for sale on December 18, 2007. These discontinued operations are summarized below. The comparative amounts in the statements of net income (loss) have been restated to reflect that these assets were held for sale during the comparative period. Discontinued operations for the three and six months ended June 30, 2008 and 2007 are as follows: Three Three Six Six Months Months Months Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2008 2007 2008 2007 ------------------------------------------------------------------------- (Restated) (Restated) Hotel revenues $ 2,154 $ 2,189 $ 3,872 $ 4,298 ------------------------------------------------------------------------- Hotel expenses Operating expenses 1,388 1,371 2,827 3,032 Property taxes, rent and insurance 313 312 620 667 Management fees 73 74 131 145 ------------------------------------------------------------------------- 1,774 1,757 3,578 3,844 ------------------------------------------------------------------------- Hotel operating income 380 432 294 454 ------------------------------------------------------------------------- Interest on mortgages 208 227 424 501 Depreciation and amortization - 400 - 798 ------------------------------------------------------------------------- 208 627 424 1,299 ------------------------------------------------------------------------- Income (loss) from discontinued operations 172 (195) (130) (845) Gain on sale of assets held for sale - 174 - 833 Write down of assets held for sale (1,864) - (2,364) - ------------------------------------------------------------------------- (1,864) 174 (2,364) 833 ------------------------------------------------------------------------- Net loss from discontinued operations $ (1,692) $ (21) $ (2,494) $ (12) ------------------------------------------------------------------------- 23. Comparative Information Certain prior period amounts have been restated to conform to the current period presentation. %SEDAR: 00018005E
For further information:
For further information: Kenneth D. Gibson, President and Chief Executive Officer, Tamara L. Lawson, Chief Financial Officer and Corporate Secretary, Tel: (905) 206-7100, Fax: (905) 206-7114, Website: www.innvestreit.com
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