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Artis Real Estate Investment Trust

ARTIS REAL ESTATE INVESTMENT TRUST RELEASES THIRD QUARTER RESULTS

WINNIPEG, MB , Nov. 14, 2025 /CNW/ - Artis Real Estate Investment Trust ("Artis" or the "REIT") (TSX: AX.UN) (TSX: AX.PR.E) (TSX: AX.PR.I) announced today its financial results for the three and nine months ended September 30, 2025.  The third quarter results in this press release should be read in conjunction with the REIT's consolidated financial statements and management's discussion and analysis ("MD&A") for the period ended September 30, 2025.  All amounts are in thousands of Canadian dollars, except per unit amounts or as otherwise noted.

"Despite the challenging environment over the last several years, we remained focused on executing our strategy to reduce leverage, fortify our balance sheet, and organically grow our portfolio," said Samir Manji, President and Chief Executive Officer of Artis.  "During the quarter, we maintained conservative debt to gross book value of 42.3%, and our same property net operating income increased 2.4% over the comparable period.  On September 15, we announced that we entered into an agreement to combine with RFA Capital Holdings Inc. to form RFA Financial, a scaled and dynamic financial services platform featuring a Schedule I bank and leading mortgage origination platform, supported by a high-quality commercial real estate portfolio.  The proposed transaction would create a company with multiple avenues for growth, substantial access to capital, and an expanded management team, while providing our unitholders with exposure to Canada's attractive financial services sector.  Further, Artis's unitholders are expected to continue to benefit from cash flows generated from the real estate portfolio and will realize enhanced returns as capital generated from commercial real estate asset sales is redeployed into the RFA Financial bank and mortgage platforms. The Board recommends that unitholders review the management information circular that was filed on November 10, 2025, and vote in favour of the transaction in advance of the proxy voting deadline on December 9, 2025.  As we move through this process, we are firmly committed to maintaining the same level of operational excellence that our tenants and other stakeholders are accustomed to, and we look forward to the road ahead."

THIRD QUARTER HIGHLIGHTS

Business Strategy

  • Entered into an arrangement agreement pursuant to which RFA Capital Holdings Inc. will acquire all of the outstanding units of the REIT through a court-approved plan of arrangement. The Board recommends that unitholders vote in favour of this transaction ahead of the proxy voting deadline on December 9, 2025.

Balance Sheet and Liquidity

  • Utilized the normal course issuer bid ("NCIB") to purchase 1,172,459 common units at a weighted-average price of $7.44 and 27,300 preferred units at a weighted-average price of $20.76. The REIT has purchased the maximum number of common units allowed under the current NCIB term.
  • Reported Total Debt to GBV (1) of 42.3% at September 30, 2025, compared to 40.2% at December 31, 2024.
  • Improved Adjusted EBITDA Interest Coverage Ratio (1) to 2.38 for the third quarter of 2025, compared to 2.37 for the third quarter of 2024.

  Financial and Operational

  • Same Property NOI (1) in Canadian dollars for the third quarter of 2025 increased 2.4% compared to the third quarter of 2024.
  • Reported portfolio occupancy of 87.8% (88.5% including commitments) at September 30, 2025, unchanged from June 30, 2025.
  • Renewals totalling 113,047 square feet and new leases totalling 89,683 square feet commenced during the third quarter of 2025.
  • Weighted-average rental rate on renewals that commenced during the third quarter of 2025 increased 0.6%.

(1) Represents a non-GAAP measure, ratio or other supplementary financial measure.  Refer to the Notice with Respect to Non-GAAP & Supplementary Financial Measures Disclosure.

PROPOSED COMBINATION TRANSACTION WITH RFA CAPITAL HOLDINGS INC. 

On September 15, 2025, the REIT and RFA Capital Holdings Inc. ("RFA"), a privately-held Canadian financial services organization, announced that they had entered into an agreement (the "Arrangement Agreement") pursuant to which the parties will combine, and RFA will acquire all of the outstanding units of the REIT through a court-approved plan of arrangement (the "Arrangement").  Under the Arrangement, RFA will become the parent company and will change its name to RFA Financial Inc. ("RFA Financial").  Artis will become a subsidiary of RFA Financial, together with RFA Bank of Canada, RFA Mortgage Corporation, and TM Investment Management Corp.  Subject to unitholder approval and the satisfaction of customary conditions, the REIT anticipates that the Arrangement will close in the first quarter of 2026.

The special meeting of unitholders to vote on the Arrangement is scheduled for 10:00 am (Toronto time) December 11, 2025.  Unitholders are encouraged to vote well in advance of the proxy voting deadline of 10:00 am (Toronto time) on December 9, 2025.  The management information circular and details regarding the meeting and voting process can be found on Artis's website at www.artisreit.com or SEDAR+ at www.sedarplus.ca. 

As a result of the Arrangement Agreement and the filing of the management information circular on November 10, 2025, for the special meeting of unitholders to approve the Arrangement, Artis will not host a conference call to discuss the financial and operational results for the third quarter of 2025.

BALANCE SHEET AND LIQUIDITY

The REIT's balance sheet metrics are as follows:

September 30,  


December 31,  


2025


2024







Total investment properties

$    2,282,051


$        2,372,878

NAV per unit (1)

12.70


13.75

Total Debt to GBV (1)

42.3 %


40.2 %

Total Debt to Adjusted EBITDA (1)

7.2


6.2

Adjusted EBITDA interest coverage ratio (1)  

2.38


2.47

(1) Represents a non-GAAP measure, ratio or other supplementary financial measure.  Refer to the Notice with Respect to Non-GAAP & Supplementary Financial Measures Disclosure.

At September 30, 2025, Artis had $26.7 million of cash on hand and $49.4 million available on its revolving credit facilities.  Under the terms of the secured credit facilities, the REIT must maintain certain financial covenants which limit the total borrowing capacity of the credit facilities. At September 30, 2025, the total borrowing capacity of the secured credit facilities was limited to $501.0 million.

Liquidity and capital resources may be impacted by financing activities, portfolio acquisition, disposition and development activities or debt repayments occurring subsequent to September 30, 2025.

FINANCIAL AND OPERATIONAL RESULTS


Three months ended  
September 30, 



Nine months ended  
September 30, 


$000's, except per unit amounts

2025


2024

% Change


2025


2024

% Change











Revenue

$      59,514


$      66,369

(10.3) %


$    180,898


$    231,518

(21.9) %

Net operating income

30,110


34,091

(11.7) %


92,006


125,536

(26.7) %

Net loss

(33,587)


(11,635)

188.7 %


(45,652)


(17,991)

153.7 %

Total comprehensive (loss) income  

(15,818)


(27,794)

(43.1) %


(75,480)


6,446

(1,271.0) %

Distributions per common unit

0.15


0.15

— %


0.45


0.45

— %











FFO (1)

$      17,067


$      32,443

(47.4) %


$      51,558


$      87,608

(41.1) %

FFO per unit - diluted (1)

0.17


0.31

(45.2) %


0.52


0.82

(36.6) %

FFO payout ratio (1)

88.2 %


48.4 %

39.8 %


86.5 %


54.9 %

31.6 %











AFFO (1)

$        8,552


$      21,840

(60.8) %


$      25,491


$      53,481

(52.3) %

AFFO per unit - diluted (1)

0.09


0.21

(57.1) %


0.26


0.50

(48.0) %

AFFO payout ratio (1)

166.7 %


71.4 %

95.3 %


173.1 %


90.0 %

83.1 %

(1) Represents a non-GAAP measure, ratio or other supplementary financial measure.  Refer to the Notice with Respect to Non-GAAP & Supplementary Financial Measures Disclosure.

Artis reported portfolio occupancy of 87.8% (88.5% including commitments) at September 30, 2025, unchanged from June 30, 2025.  During the third quarter, 89,683 square feet of new leases and 113,047 square feet of renewals commenced, which includes the renewal of 80,700 square feet of office tenants, 17,033 square feet of retail tenants and 15,314 square feet of industrial tenants. Overall, renewal rates represented a weighted-average increase of 0.6% over expiring rates, driven primarily by an increase in retail and industrial rents, partially offset by a decrease in office renewal rents.

Artis's portfolio has a stable lease expiry profile with 48.0% of gross leasable area expiring in 2029 or later.  Information about Artis's lease expiry profile is as follows:

Current
vacancy


Monthly
tenants


2025


2026


2027


2028


2029

& later


Total
portfolio

















Expiring square footage  

12.2 %


0.1 %


6.1 %


13.7 %


9.0 %


10.9 %


48.0 %


100.0 %

In-place rents

N/A


N/A


$ 17.68


$ 16.55


$ 16.03


$ 16.85


$ 17.27


$  17.01

Market rents

N/A


N/A


$ 16.18


$ 15.57


$ 15.48


$ 15.43


$ 16.20


$  15.93

CAUTIONARY STATEMENTS  

This press release contains forward-looking statements within the meaning of applicable Canadian securities laws. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These forward-looking statements include, among others, statements regarding the timing and amount of distributions and the future financial position, business strategy, potential acquisitions and dispositions, plans and objectives of Artis. Without limiting the foregoing, the words "outlook", "objective", "opportunity", "potential", "growth", "become", "expects", "anticipates", "continue", "intends", "estimates", "projects", "strategy", "believes", "plans", "seeks", "commit", "goal", "focus", "target", "create" and similar expressions or variations of such words and phrases suggesting future outcomes or events, or which state that certain actions, events or results ''may'', ''would'', "should" or ''will'' occur or be achieved are intended to identify forward- looking statements. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.

In particular, statements regarding the Arrangement, including necessary court, regulatory and securityholder approvals and other conditions required to complete the Arrangement, timing of the special meeting of Artis' unitholders at which the Arrangement will be considered, business prospects, avenues for growth and expanded management of RFA Financial, access to capital, exposure to Canada's financial services sector, cash flows generated from the real estate portfolio, enhanced returns generated as capital from commercial real estate asset sales is redeployed into the RFA bank and mortgage platforms, maintaining levels of operations, the anticipated timing for completion of the Arrangement, the satisfaction of the conditions precedent to the Arrangement, future dividends of RFA Financial, existing distributions to Artis' unitholders, the success of Artis and RFA in combining operations upon closing of the Arrangement and the expected benefits to Artis and its unitholders, and other stakeholders as a result of the Arrangement, are or involve forward-looking statements. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.

Forward-looking statements are based on a number of factors and assumptions which are subject to numerous risks and uncertainties, which have been used to develop such statements, but which may prove to be incorrect. Although Artis believes that the expectations reflected in the forward-looking statements are reasonable, it cannot guarantee future results, levels of activity, performance or achievement since such expectations are inherently subject to significant business, economic, competitive, political and social uncertainties and contingencies. Assumptions have been made regarding, among other things: the general stability of the economic and political environment in which Artis and RFA operate, general stability of the Canadian real estate and mortgage lending industries, treatment under governmental regulatory regimes, securities laws and tax laws, the availability of suitable capital reallocation investment opportunities following closing of the Arrangement, that there will be no material delays in obtaining required court, regulatory and securityholder approvals in connection with the Arrangement, timely and successful integration of the Artis and RFA businesses, the ability of Artis, RFA, RFA Financial and their service providers to obtain and retain qualified staff, equipment and services in a timely and cost efficient manner, currency, exchange and interest rates, global economic, financial markets and economic conditions, including the imposition of tariffs, in Canada and the United States.

Artis is subject to significant risks and uncertainties which may cause the actual results, performance or achievements of the REIT to be materially different from any future results, performance or achievements expressed or implied in these forward- looking statements. Such risk factors include, but are not limited to risk related to: the parties' ability to satisfy conditions in the Arrangement Agreement; the occurrence of any event, change or other circumstance that could give rise to the termination of the Arrangement Agreement; material adverse changes in the affairs of Artis or RFA; the parties' ability to obtain required court, regulatory and securityholder approval and consents in order to complete the Arrangement; adverse reactions or changes in business relations resulting from the announcement or completion of the Arrangement; risks related to the diversion of management's attention from ongoing business operations while the Arrangement is pending; restrictions imposed on the parties while the Arrangement is pending; completion of the tax matters; credit, market, currency, operational, liquidity and funding risks generally and relating specifically to real property ownership, real property asset management and mortgage lending; disruption to supply chains; geographic concentration; current economic conditions including the imposition of tariffs; strategic initiatives; debt financing; interest rate fluctuations; foreign currency; tenants; SIFT rules; availability of suitable capital reallocation investment opportunities; other tax-related factors; changes to accounting principles; illiquidity; competition; reliance on key personnel; delays to the integration of the Artis and RFA lines of business as a result of the Arrangement; the financial condition of RFA Financial; future property transactions; general uninsured losses; dependence on information technology; cyber security; integration of artificial intelligence; imposition of litigation; environmental matters and climate change; land and air rights leases; public markets; market price of units; changes in legislation; investment eligibility; availability of cash flow; fluctuations in cash dividends/distributions; nature of units; legal rights attaching to units and preferred units; dilution of securityholders; unitholder liability; failure to obtain additional financing; potential conflicts of interest; and other risks described under the headings "Risk Factors" in Artis' current Annual Information Form for the year ended December 31, 2024, "Risks and Uncertainties" in Artis' Q3-25 Management's Discussion and Analysis, and the Management Information Circular filed on November 10, 2025, posted under its profile on SEDAR+ at www.sedarplus.ca. 

Artis cannot assure investors that actual results will be consistent with any forward-looking statements and Artis assumes no obligation to update or revise such forward-looking statements to reflect actual events or new circumstances other than as required by applicable securities laws. All forward-looking statements contained in this press release are qualified by this cautionary statement.

NOTICE WITH RESPECT TO NON-GAAP & SUPPLEMENTARY FINANCIAL MEASURES DISCLOSURE

Unless otherwise noted, all amounts in this press release are based on the consolidated financial statements prepared in accordance with IFRS® Accounting Standards as issued by the International Accounting Standards Board ("IFRS Accounting Standards" or "GAAP"). In addition, certain non-GAAP and supplementary financial measures are commonly used by Canadian real estate investment trusts as an indicator of financial performance.

Non-GAAP measures and ratios include Same Property Net Operating Income ("Same Property NOI"), Funds From Operations ("FFO"), Adjusted Funds from Operations ("AFFO"), FFO per Unit, AFFO per Unit, FFO Payout Ratio, AFFO Payout Ratio, NAV per Unit, Total Debt to GBV, Adjusted EBITDA Interest Coverage Ratio and Total Debt to Adjusted EBITDA.

Management believes that these measures are helpful to investors because they are widely recognized measures of Artis's performance and provide a relevant basis for comparison among real estate entities.

These non-GAAP and supplementary financial measures are not defined under IFRS Accounting Standards and are not intended to represent financial performance, financial position or cash flows for the period, nor should any of these measures be viewed as an alternative to net income, cash flow from operations or other measures of financial performance calculated in accordance with IFRS Accounting Standards.

The above measures are not standardized financial measures under the financial reporting framework used to prepare the financial statements of Artis.  Readers should be further cautioned that the above measures as calculated by Artis may not be comparable to similar measures presented by other issuers. Refer to the Notice With Respect to Non-GAAP & Supplementary Financial Measures Disclosure of Artis's Q3-25 MD&A, which is incorporated by reference herein, for further information (available on SEDAR+ at www.sedarplus.ca or Artis's website at www.artisreit.com).

The reconciliation for each non-GAAP measure or ratio and other supplementary financial measures included in this Press Release is outlined below.

NAV per Unit


September 30,
2025


December 31,
2024





Unitholders' equity

$      1,413,106


$      1,580,975

Less: face value of preferred equity

(178,304)


(181,594)





NAV attributable to common unitholders

1,234,802


1,399,381





Total number of diluted units outstanding:  




Common units

95,966,473


100,733,768

Restricted units

728,795


585,230

Deferred units

559,019


465,779






97,254,287


101,784,777





NAV per unit

$             12.70


$             13.75

Total Debt to GBV


September 30,
2025


December 31,
2024





Total assets

$   2,602,400


$   2,803,161

Add: accumulated depreciation  

14,266


13,080





Gross book value

2,616,666


2,816,241





Secured mortgages and loans

638,875


681,650

Preferred shares liability

976


1,009

Carrying value of debentures

—


199,907

Credit facilities

466,998


250,480





Total debt

$   1,106,849


$   1,133,046





Total debt to GBV

42.3 %


40.2 %

Adjusted EBITDA Interest Coverage Ratio


Three months ended


Nine months ended


September 30,


September 30,


2025


2024


2025


2024









Net loss

$     (33,587)


$     (11,635)


$     (45,652)


$     (17,991)

Add (deduct):








 Tenant inducements amortized to revenue

6,016


6,192


17,337


19,201

Straight-line rent adjustments

235


125


358


(670)

Depreciation of property and equipment

403


283


1,230


875

Net loss from equity accounted investments

4,158


16,566


944


70,505

Distributions from equity accounted investments  

814


1,070


4,325


2,715

Interest expense

17,096


23,030


51,463


86,295

Corporate strategy expenses

6,043


363


7,181


1,258

Expected credit loss on preferred investments

47,000


—


81,184


—

Fair value loss on investment properties

667


43,326


1,529


30,889

Fair value gain on financial instruments

(10,615)


(24,563)


(7,466)


(19,869)

Foreign currency translation (gain) loss

(10)


(2,035)


(337)


4,390

Income tax expense (recovery)

173


92


1,158


(2,585)









Adjusted EBITDA

38,393


52,814


113,254


175,013









Interest expense

17,096


23,030


51,463


86,295

Add (deduct):








Amortization of financing costs

(934)


(720)


(2,925)


(2,358)









Adjusted interest expense

$       16,162


$       22,310


$       48,538


$       83,937









Adjusted EBITDA interest coverage ratio

2.38


2.37


2.33


2.09

Total Debt to Adjusted EBITDA


September 30,
2025


December 31,
2024





Secured mortgages and loans

$         638,875


$          681,650

Preferred shares liability

976


1,009

Carrying value of debentures

—


199,907

Credit facilities

466,998


250,480





Total debt

1,106,849


1,133,046





Quarterly Adjusted EBITDA

38,393


45,516

Annualized Adjusted EBITDA

153,572


182,064





Total Debt to Adjusted EBITDA  

7.2


6.2

Same Property NOI


Three months ended
September 30, 2025


Three months ended
September 30, 2024

Change

% Change







Net operating income

$                      30,110


$                      34,091



Add (deduct) net operating income from:






Joint venture arrangements

1,400


1,768



   Dispositions and unconditional dispositions

81


(4,222)



   (Re)development properties

121


117



   Lease termination income adjustments

114


(378)



   Other

34


397










1,750


(2,318)









Straight-line rent adjustments (1)

256


73



Tenant inducements amortized to revenue (1)

6,176


5,561









Same Property NOI

$                      38,292


$                      37,407

$           885

2.4 %

(1) Includes joint venture arrangements.

FFO and AFFO


Three months ended


Nine months ended


September 30,


September 30,


2025


2024


2025


2024









Net loss

$     (33,587)


$     (11,635)


$     (45,652)


$     (17,991)

Add (deduct):








Tenant inducements amortized to revenue

6,016


6,192


17,337


19,201

Incremental leasing costs

307


560


1,077


1,604

Distributions on preferred shares treated as interest expense

63


63


193


188

Remeasurement component of unit-based compensation

(1,130)


1,166


(879)


755

Corporate strategy expenses

6,043


363


7,181


1,258

Expected credit loss on preferred investments

47,000


—


81,184


—

Adjustments for equity accounted investments

5,489


17,146


5,065


74,588

Fair value loss on investment properties

667


43,326


1,529


30,889

Fair value gain on financial instruments

(10,615)


(24,563)


(7,466)


(19,869)

Realized gain on disposition of equity securities

—


5,181


1,192


5,415

Foreign currency translation (gain) loss

(10)


(2,035)


(337)


4,390

Deferred income tax (recovery) expense

(21)


(86)


5


(3,041)

Current income tax expense on dispositions of investment properties  

—


—


644


—

 Preferred unit distributions

(3,155)


(3,235)


(9,515)


(9,779)









FFO

$       17,067


$       32,443


$       51,558


$       87,608









Add (deduct):








Amortization of recoverable capital expenditures

$       (1,407)


$       (1,703)


$       (4,218)


$       (5,109)

Straight-line rent adjustments

235


125


358


(670)

Non-recoverable property maintenance reserve

(350)


(360)


(1,050)


(1,160)

Leasing costs reserve

(7,000)


(7,200)


(21,000)


(22,200)

Adjustments for equity accounted investments

7


(1,465)


(157)


(4,988)









AFFO

$         8,552


$       21,840


$       25,491


$       53,481

FFO and AFFO Per Unit


Three months ended


Nine months ended


September 30,


September 30,


2025


2024


2025


2024









Basic units

96,679,782


104,302,734


98,354,650


106,078,360

Add:








Restricted units  

728,795


602,960


628,823


542,824

Deferred units

558,790


438,669


538,034


408,870









Diluted units

97,967,367


105,344,363


99,521,507


107,030,054

FFO and AFFO per Unit


Three months ended


Nine months ended


September 30,


September 30,


2025


2024


2025


2024









FFO per unit:








Basic

$           0.18


$           0.31


$           0.52


$           0.83

Diluted

0.17


0.31


0.52


0.82









AFFO per unit:  








Basic

$           0.09


$           0.21


$           0.26


$           0.50

Diluted

0.09


0.21


0.26


0.50

FFO and AFFO Payout Ratios


Three months ended


Nine months ended


September 30,


September 30,


2025


2024


2025


2024









Distributions per common unit  

$        0.15


$        0.15


$        0.45


$        0.45

FFO per unit - diluted

0.17


0.31


0.52


0.82









FFO payout ratio

88.2 %


48.4 %


86.5 %


54.9 %









Distributions per common unit 

$        0.15


$        0.15


$        0.45


$        0.45

AFFO per unit - diluted

0.09


0.21


0.26


0.50









AFFO payout ratio

166.7 %


71.4 %


173.1 %


90.0 %

ABOUT ARTIS REAL ESTATE INVESTMENT TRUST

Artis is a diversified Canadian real estate investment trust with a portfolio of industrial, office and retail properties in Canada and the United States.  Artis's vision is to become a best-in-class real estate asset management and investment platform focused on value investing.

SOURCE Artis Real Estate Investment Trust