SmartCentres Real Estate Investment Trust (TSX:SRU.UN)
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Earnings Call: Q2 2022

Aug 12, 2022

Operator

Good day, ladies and gentlemen. Welcome to the SmartCentres REIT Q2 2022 conference call. As a reminder, if you would like to queue up to ask a question, please press star one. I would like to introduce Mitchell Goldhar. Please go ahead.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Good morning, and thank you for joining us on our Q2 conference call. I am Mitchell Goldhar, Executive Chairman and CEO, and I am joined by Peter Sweeney, CFO , Rudy Gobin, EVP, Portfolio Management and Investments, and Mauro Pambianchi, Chief Development Officer. Our commentary will refer mostly to outlook and some of our mixed-use initiative sections of our MD&A, which is posted on our website. I refer you specifically to the cautionary language at the front of the MD&A materials, which also applies to the comments any of the speakers make this morning. We are pleased to report that the REIT delivered another solid quarter, demonstrating, once again, its ability to consistently drive growth, starting with our core asset base. Since the rest of my commentary is covered in our press release, I will turn it over to Rudy Gobin to present leasing results.

Rudy Gobin
EVP of Portfolio Management and Investments, SmartCentres REIT

Thanks, Mitch, and good morning, everyone. Throughout the Q2 , we saw the underlying strength of our centers in driving leasing activity and customer traffic. Tenants in most categories are back, wanting more space and locking up locations in our high-traffic centers. With virtually 100% of the REIT's properties having a full-line grocery, and near 70% including a Walmart Supercenter, a wide variety of tenants were back, adding locations to our well-located centers, including dollar stores, the TJX banners, health and beauty, the Canadian Tire banners, pet stores, medical, full-line and specialty grocery, distribution, logistics, and much more, all driving traffic and improving in our already strong tenant mix in each center. Here are some key highlights. We closed the quarter with an improved occupancy of 97.6% with committed deals.

This improvement was widespread across all provinces, including the releasing of 2 of the previously vacated Home Outfitters stores, which closed all locations in Canada, and four within our portfolio, at the end of 2021. You may recall that we negotiated a buyout of a significant portion of the remaining 2022 and 2023 rents, which was recognized in our Q4 results. The releasing provides an improved cash flow overall. We are now close to releasing the last 2 of the locations at the same or slightly higher rental rates. With this, we see occupancy continuing to improve in the coming quarters and working to get us back to 98%.

At the quarter's end, we have already completed or near completed 4.2 million sq ft of the 2022 renewals, representing 83% of the maturities in the year and at a 3.6% rental rate with excluding anchors. Over 150,000 sq ft of leases were executed for build space during the quarter, and I would add, with better covenants than the previous tenancies. New entrants to the market in a number of categories, including health and beauty, furniture, sporting goods, and QSRs, have started with strong interest in our open format and resilient portfolio. We continue to work with our tenants, helping them to adapt to their changing needs, which gives them the flexibility they need and only serves to strengthen our partnerships and maintain our high long-term occupancy levels.

We've been fortunate with no creditor filings in 2022, which speaks to the high quality of our tenants and trusting that the worst is behind us. From a rent collections perspective, we ended the quarter at 98.5%, and subsequent to the quarter, have made further collections relating to the quarter, bringing collections to 98.8%. This is happening simultaneously with higher rental levels and NOI, and we expect further improvement in the coming quarters, once again demonstrating the stability and the financial strength of our tenancies. Regarding our premium outlets in Toronto and Montreal, both continue to improve, and with the signing of another Aritzia in the Montreal Premium Outlets, we are now at 100% occupancy in both centers. With the pent-up demand, accumulated disposable savings, and the reopening of the Canadian-US border, we are experiencing a solid start to 2022.

From all perspectives, 2022 is recovering nicely and is shaping up to be a strong year in retail and especially in the value segment, an area where we dominate. As Mitch has said time and time again, this portfolio was built for heavy weather. Our value-focused tenants are adapting, customer traffic is improving, occupancy and cash flows are back to near pre-pandemic levels, and most importantly, all of this is happening concurrently with the extensive mixed-use development initiatives already identified in over half of our existing centers, rezoning achievements made and continuing, current construction already in progress in condos, apartments, retirement, self-storage, industrial, and retail, as previously mentioned. All contributing to significant current and future NAV growth. With that, I will now turn it over to Peter Sweeney.

Peter Sweeney
CFO, SmartCentres REIT

Thank you, Rudy, and good morning, everyone. The financial results for the Q2 reflect the continued steady improvement in our core business, as Rudy has mentioned. For the three months ending June 30th of 2022, FFO per unit with adjustments and excluding various anomalous items increased by 5.8% or CAD 0.03 over the comparable quarter last year. This increase resulted principally from improvements in the core business's NOI as compared to the prior year. Please note that for the quarter, we have presented FFO information net of the impact of anomalous items, including expected credit losses, condo and townhouse profits, income or loss from the total return swap, and the dilutive impact associated with equity units issued pursuant to the acquisition of the VMC West Lands.

IFRS fair value adjustments in our investment properties portfolio represented an approximate CAD 10 million increase for the quarter, principally reflecting changing assumptions used for some variables in the valuation process as a result of the improved leasing environment that Rudy has mentioned. Otherwise, cap rates and corresponding discount rates did not change in the Q2, with the exception of an increase in the cap rates used to value the handful of indoor shopping centers in our portfolio. Total assets exceeded CAD 11.9 billion at the end of the quarter as compared to CAD 11.3 billion for the comparable quarter. On a proportionate non-GAAP basis, total assets exceeded CAD 12.2 billion as compared to CAD 11.5 billion for the comparable quarter.

These year-over-year increases are primarily attributed to both acquisitions and fair value gains that have been recorded over the past 12 months. They say that every cloud has its silver lining, and certainly, that was the experience during the quarter for our total return swap. Given the direction of the trust's unit price in the Q2, over 2 million additional notional units were purchased at an average price of CAD 27.85 by the financial intermediary during the quarter. Accordingly, by the end of the quarter, the total return swap had approximately 3.5 million notional units with an average price of CAD 28.36. Recall that this total return swap initiative was implemented last year as an alternative to an NCIB, and it has approximately 3 years remaining before it is expected to be wound up.

It's hoped that over this remaining term, that this initiative will continue to provide continued earnings growth while avoiding any longer-term debt financing that is typically associated with an NCIB program. We encourage you also to read the Outlook section in this quarter's MD&A, which speaks to the distinctive safety, security, and stability of our core business and its ability to endure stormy weather of many types. Our financial results and the corresponding financial metrics have followed a consistent trend over the last several successive quarters, demonstrating both the safety, security, and stability of the business and the steady continued growth in our operating platform. This foundational strength provides the business with a unique strategic advantage that permits the continued expansion in our development of mixed-use opportunities. We have also continued our focus on further fortifying the strength of our balance sheet.

In this regard, we note the following strong debt metrics for the Q2 as compared to the comparable quarter in 2021. Number one, our debt to aggregate assets ratio has now improved to 43% as compared to 44.6% in the comparable quarter. Number two, in keeping with our strategy to repay maturing mortgages and to grow our unencumbered pool of assets, unsecured debt in relation to total debt has increased to 77% from 70%, and our unencumbered pool of assets has continued to grow, increasing to an excess of CAD 8.4 billion at the end of the quarter as compared to CAD 5.9 billion last year. We continue to employ a strategy to repay most maturing mortgages. Accordingly, we expect these metrics to further improve in the future.

This strategy has permitted us to further gain further agility when considering future financing opportunities and alternatives for a portfolio of mixed-use developments. Given the recent increases in interest rates, our weighted average interest rate for all debt increased during the quarter, 3.3%, as compared to 3.27% for the comparable quarter last year. We note that this is the first increase that we've experienced now in approximately 10 years. Rising interest rates by their nature will result in additional interest costs. However, we have structured our debt ladder conservatively to permit staged and manageable maturities to occur over the next several years, and our weighted average term of debt continues at approximately 4.5 years.

As at June 30, approximately 84% of the trust's current outstanding debt is fixed rate debt, which provides tremendous stability during periods of interest rate volatility. For clarity, we have CAD 200 million and CAD 100 million in maturing debentures in May 2023 and August 2024, respectively. Accordingly, we are continuing to monitor debt capital markets for interest rate movement. However, we are permitted tremendous flexibility when considering refinancing alternatives for maturing debt, which is a meaningful advantage in this current rising rates environment. This historical bias to extend both the weighted average term of our debt and fixing interest rates was deliberate, and is yet another example of the risk mitigation strategy that we have employed now for several years to insulate the trust from interest rate volatility as we are experiencing in this current rising rate environment.

As we look to the immediate future and continue to manage through the current uncertain capital markets environment, in addition to the conservative debt metrics noted previously, consider also that when factoring in our cash on hand together with our new CAD 300 million facility that was established earlier this year to support the CAD 500 million VMC West acquisition, the CAD 150 million new revolving line of credit that was completed late last year, and the CAD 250 million accordion feature associated with our existing CAD 500 million operating line. We have ample liquidity to provide appropriate flexibility for the capital funding requirements associated with our pipeline of development activity.

Currently, we are focused on completing several new construction financing facilities to support the developments that were previously mentioned, including the flagship Canadian Tire site in Leaside, our new industrial site in Pickering, and the Artwalk condominium development at SmartVMC. Finally, it's important that we confirm our unwavering commitment to our balance sheet. It has withstood the unprecedented challenges over the last two and a half years. It has permitted the REIT's development plans to continue without delay or impediment, and it is in a position to serve as the backbone to fund and support the vast array of growth-oriented opportunities that lie ahead for SmartCentres. With that, now I'll turn it back to Mitch.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Thanks, Peter and Rudy. As you can tell from our collective remarks and our press release, the portfolio remains strong and we continue to thoughtfully grow. We are also continuing to focus on our mixed-use intensification program through our SmartLiving residential brand, a name that will soon be synonymous with thriving, master-planned communities for all Canadians. With that, I will now turn it over to the operator in addressing your questions.

Operator

Yes, of course. Just to remind everyone to queue up for a question, please press star one now. I don't see anyone in the queue. Oh, yes, we do have someone. Just give us a few moments to get their name. It won't be long. All right, first question comes from Sam Damiani. Just give me a moment. Please go ahead.

Sam Damiani
Equity Research Analyst, TD Cowen

Good morning, everyone.

Operator

Yeah, go ahead.

Sam Damiani
Equity Research Analyst, TD Cowen

Thank you, and good morning, everyone. I guess two questions from me. First off, just on the funding of the development program. Any plans to step up dispositions or other sources of capital raising in the near to medium term?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Hey, Sam. We are in the process of renegotiations with various entities to potentially joint venture some of our developments. Straight-up dispositions, I mean, they do happen. We don't at the moment have anything significant listed per se, for sale. We have quite a few new properties that are approved for, you know, intensification. We have interest from third parties to commit to those. That's one of several capital raising initiatives that are going on right now.

Sam Damiani
Equity Research Analyst, TD Cowen

Is that something that could, sort of get across the finish line within the next 6-12 months?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah, it's been going on for goodness, probably, you know, more than six months. It does take time, as you know. I think for sure, I mean, if it gets done, it will get done within the next six to 12 months, yes.

Sam Damiani
Equity Research Analyst, TD Cowen

Okay. These are sites where, you know, active construction would start in the near term, further sort of alleviating the stress on the REIT's balance sheet?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

I mean, it depends on everything. One step at a time, you know, let's say the joint ventures get completed. You know, together, of course, we would decide if, you know, we're happy with the conditions to proceed. The idea, obviously, of doing the joint ventures is to proceed, but certainly not gonna commit a folly, you know, if we don't think it is. It's, you know, obviously a short, medium, and long-term program. It's not the only capital raising program, but it is one that's active. I mean, we could sell outright, sell sites if we wanted to, and thought that was the right thing to do.

You know, not joint venture them and not develop them. These are, you know, two examples of capital raising programs, and obviously we could also sell, outright sell shop, you know, retail. Obviously we don't have anything listed. We are, you know, looking at these things every day. We are very committed to, you know, putting our balance sheet back where we were and, that's what we want. We're arraying all of our options every day and we will get there. It's just, a question of, you know, which way or ways are we gonna get there.

Sam Damiani
Equity Research Analyst, TD Cowen

I understand. Just my second area of questioning is just on the fair values. Just wondering what your thought process was during the quarter, obviously, given the spike in interest rates, even though they have come down a bit already. In the context of you know the portfolio with the Walmart leases with you know long-term extensions at flat rents.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Well, I don't know if you're implying that or I don't know what you're implying, but I mean, I'd say the leases with Walmart are flat or not flat are among the most valuable leases there are in retail in terms of their security and the value they bring to the center themselves. We definitely do not see the value of those having gone down. You know, arguably, they've certainly held their own. You know, the rates have moved, but the centers are busier than ever. The role they're playing in their communities is increasing because of course people are shopping physically more and also because communities are growing and there's no retail growth for all intents and purposes in the markets that we're in.

You know, it's just kind of like exponential. The centers are dominant, most of them in their marketplaces. In fact, I think Rudy alluded to the fact that we've got, you know, sort of a resurgence of new interest. I don't think, you know, it's a very difficult moment in time to say, did they go up? But they certainly didn't go down. In terms of other reasons for values to go up or down, yeah, we are in a little bit of an uncertain time. You know, we're looking very closely at the values of our properties where we're intensifying because obviously things are a bit in flux right now. You know, that's temporary. I mean, our intensification program is going to go ahead.

It's just a question of, you know, doing it safely. Those properties values are increasing. You know, we're just, you know, we've increased a bunch of them already. We're looking at finding the right, you know, valuations for each one of the properties as they get approved or as they get close to getting approved. Hence, long-winded way of just saying that's why we landed where we landed, Sam.

Sam Damiani
Equity Research Analyst, TD Cowen

All right. Fair to say that you basically, you know, within an absence of the transaction data points there just wasn't a compelling reason to move the needles in any big way.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah. I wish I'd phoned you before you asked that question. That was the eloquent way of saying what I said. Absolutely. Yeah. There's not a lot, you know, in terms of data points, but intuitively, I think, you know, we'll see value increases in many of our properties where the approvals continue to, you know, come through. I feel that our retail is very solid in terms of its current values and potentially, you know, could see some movement upward, depending on, you know, depending on background macroeconomics. But very solidly, I think very in demand. I think we're quite liquid even in this marketplace with no data points.

Sam Damiani
Equity Research Analyst, TD Cowen

That's great. Thank you. I'll turn it back.

Operator

Great. Next question comes from Jenny Ma from BMO Capital Markets. Please go ahead.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Thank you. Good morning. I dialed in a bit late, so I apologize if my questions are repetitive to what you may have discussed before. I'm just wondering philosophically with rates having moved as much as they have over a short time period, does it change your longer term strategy in terms of how you think about advancing projects in your development pipeline? And then also how you think about the balance sheet, because you've advanced a lot more unencumbered debt over the years to a pretty nice number now.

Would you be a bit more tactical over the short term, to sort of respond to rates, or is it, or do you really view it as still, I guess, transitional or something you can manage through without changing your philosophy on either development or the balance sheet?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

I mean, for sure we're gonna forge ahead. We're not gonna flinch in terms of the approval process.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Mm-hmm.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

In terms of proceeding to actually, you know, go to market, we will, you know, we'll look obviously very, very carefully before we do that. Yeah, with the cooling off of the condo market, you know, obviously, you know, we'll be looking at it with these new conditions in mind. I don't think it changes anything really long term for us. I mean, in the meantime, we're operating our shopping centers. There's very few properties where, you know, we're deciding between building retail and building, you know, residential. We'll continue to operate our shopping centers. We haven't really moved anybody.

We have the right to move, you know, most of the tenants where we wanna build, but we haven't actually given notice in many or in most of those cases. We'll continue to operate the shopping center, and we'll, you know, make the move when we think it's safe to do it. Ultimately, we do think that we'll get there. You know, of course, there's a yin yang with the interest rates, and that is that we hopefully will see some backing off of construction costs. That doesn't mean there's no market. It just means that for a couple you know, a month or two there was seemingly virtually no market. There is a market as for housing. You know, we won't necessarily get.

You know, a 40-story tower may not get sold out over a weekend, but, you know, may get sold out over 6 months or 12 months, and that's fine. Something actually quite, you know, healthy about that. So we'll continue to forge on, but when it comes to pulling the trigger and actually, you know, building, you know, we will be looking, you know, left and right and up and down and everything before we actually proceed. But nothing's gonna change in terms of our, you know, our efforts and our energies towards the intensification program.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

In the presentation, you talked about how the floating rate debt on construction loans have impacted sort of development pipeline. Do you just sort of see it as something you have to absorb as part of the development and that you'll manage the balance sheet over the longer term appropriately? Or, you know, does that itself give you pause or cause you to, you know, renegotiate or change the negotiations in terms of how you underwrite rental rate?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Well, it's not all rental. I mean, you know, but yeah. I mean, rents are okay. I mean, it's obviously, I mean, it's dynamic. You know, if it was all one way and, you know, rates are going up and costs are staying where they are and, you know, pricing is going down and demand is going down, you know, that equals we're not going to definitely proceed. Embedded in our pro forma is always these variables or these data points that you're referring to. Of course, you know, we will if it makes sense, if the returns are risk-adjusted interesting enough to proceed, we'll proceed.

You know, obviously, the equation has changed, but doesn't mean that the equation doesn't, you know, isn't good enough to proceed. It's just we're not gonna blindly proceed. We're gonna, you know, impute it all and decide whether it's, you know, something we can proceed with. Remember, we're not buying land. We own the land. We're not out there acquiring new lands at market or even yesterday's market or today's market. We own it. We're operating shopping centers on them, and that was always the intention here. We're not under pressure to proceed, and we don't need to do anything. We'll do it if it's, you know, safe to proceed with all those variables that you mentioned in mind.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

We're not gonna develop for, you know, for the sake of developing because we said we're gonna.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Mm-hmm.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

You know, develop whatever it is, you know, CAD 14 billion of development. You know, just blindly proceed. We'll do it, but we'll do it, you know, carefully and thoughtfully, and we'll get there. Just respecting, you know, mother nature.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Great. Then what about on the balance sheet side? If, and I know it's a big if, the spreads between unsecured and secured persist, would you be willing to tap into your unencumbered pool to get some financing at slightly better cost over the short time period? Or is it you're still more, you know, more committed to maintaining a large unencumbered pool and leaning on the unsecured market?

Peter Sweeney
CFO, SmartCentres REIT

Yeah, I think, Jenny, it's Peter. Good morning. I think the latter is the case. Our strong preference is to continue with the strategy that we've employed now for several years, which is continuing to unencumber those properties as mortgages mature. It's not necessarily only a financial decision, right? It provides the property, many of which or most of which are now subject to rezoning and intensification initiatives. It allows tremendous flexibility and convenience when choosing to take sections of that property offline for development. To have, you know, an abundance of those properties unencumbered, I think will assist our development program, certainly both in the short and in the longer term. Having said that, there is a bit of a disparity, as you mentioned, between bond rates and mortgage rates.

However, I think it's fair to say that we're very fortunate to have the support of the Canadian banking community behind us because there are other forms, at least for us today, of unsecured financing that we're pursuing. Those other forms of financing are quite competitive with any secured mortgage-type financing alternative that you can think about. At least for now, given where spreads are in the bond market, I think we've said publicly that for now, you know, we're not

Aggressively looking at the bond market, and we're pursuing other sources. Those other sources aren't secured sources. They're other unsecured sources through the Canadian banking community. Does that help?

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay. Yes, that's very helpful. Thank you. Turning to the Pickering land acquisition, I didn't see the numbers tied together, I think in the MD&A, but it was the CAD 16.6 million for the 38-acre piece. Is that correct?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yes, that's correct.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay. That seems like a fairly low price for industrial land. I mean, I know it's Pickering, and there's different submarkets. Can you sort of talk about, you know, why that might be or what the opportunity is or just how that submarket might be a bit different than the ones that a lot of other players talk about probably on the west end?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah. I mean, it's owned by the government, so you know, we love the area. We think it's a little bit, it flew a little bit under the radar.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Yeah

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

When we identified it a year ago. We have a user, which you need to have to be able to buy this particular piece of land. We were fortunate enough to have that and be able to buy this land. The reason for the price is to do with, I guess, you know, the government wanting to create activity, you know, jobs and whatnot, and taxes, and open up this area. It's called Seaton. I mean, everybody's heard about that area. Maybe no one knows where it is. It's basically Pickering on the 407. Yeah, it's an emerging industrial business park right on the highway there. Kubota is already there. There's some others under construction, and then there's us.

Yeah, we have other lands for industrial. We will be talking about those in future quarters, I'm sure, where we're up to other potential industrial developments on some of our other properties. This one of course is the first one, and we actually acquired it, you know, specifically for this purpose.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Can you expand on the need to have a user? Is that tied to the government or is it just that you

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah, yeah.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Need to bring a user to the table?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah, you're not allowed to buy the land unless there's an actual operator or tenant. You can't buy the land and speculate on it. They didn't want the land to go crazy, you know, in terms of. They wanted businesses there on opening day. You know, it was a criteria. It's a condition of acquiring the land. Yeah, a user can buy it, or a landlord or developer can buy it if they had a tenant. Yeah, it's owned by IO, Infrastructure Ontario, and it's got really, you know, it's all serviced. It's, you know, really well, you know, kind of manicured industrial land ready to go basically, you know, just in the 905. It's really cool.

While the rest of the city is going crazy in terms of pricing, you know, this one's reasonable and I think very strategic actually.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Is it a matter of just bringing a user? Because, I mean, 38 acres is quite a bit, so is it just, you know, is it opportunity to find other users to ultimately fill up that space and you start with one, or I mean

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

No, we're allowed to spec things.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

What's the requirement?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah, you have to have a user to be able to buy the land. We were able to negotiate what we were able to negotiate. I don't think we would've been able to negotiate, you know, 138 acres.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Right.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

We were able to, you know, in sort of, you know, as part of the negotiation, I mean, we didn't wanna go there just to build on 10 acres. It wasn't sort of something that would, you know, maybe be something we would do. But through the negotiation, the government saw that it would fulfill their, I guess, their vision of creating a settlement there and jobs by getting us started with a user that we had and allowing us to expand from there. Yeah, we have surplus lands, but it's all within the parameters of IO's vision there. Yeah.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay. This is a user that's third party to you and the government?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yes. Oh, yeah, absolutely.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

It's a third party. They're a tenant. You know, we are sort of anticipating that they'll want to, you know, need to expand over time and hence, you know, some of the extra land. There's other interest. We have other interest from third parties, but we haven't buttoned it down yet. The deal that we have with the third party had to be done before we were allowed to acquire the land so.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay. Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

It's done.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Now if I look.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Okay.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

If I look forward, is this like a one-off opportunity that you guys had, or does the government have more land that is sort of saleable to the market, assuming that the market for development is there to you or to any other developers?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

I can hear everybody hanging up the phone and calling IO right now. Yeah. You should drive out there. I mean, it's. You'll get it. As soon as you drive, you go, "Yeah, of course. Why would people not wanna, you know, look at this?" Yeah, I mean, we aren't really in a position to buy more land because we had negotiated, you know, you look at it from the point of view of that we have a user that's not insignificant. We want them to be able to expand, and we want to be able to do more, to buy you know, to develop out there. There's also physical reasons why it made sense to buy that 38 acres exactly. That's how we landed on it. There's lots more land.

I don't know actually how many more acres of land they have. I mean, it's not infinite, but it's on both sides of the 407, the north and south side of the 407. Yeah, there'll be lots of other, I'm sure, you know, announcements in terms of, you know, industrial facilities, around us there. As I said, we're not the first ones. There's others there. It's all serviced, like, you know, in certain. You know, I mean, we sometimes service our lands before we actually do deals in our retail. Not many private developers would go and service, grade, and manicure, you know, the several hundred acres of land and build the intersections before having deals.

Of course, you know, it is the government, and they wanted to make this happen. You can go out there and see it. It's, you know, inevitably going to be a, you know, vibrant industrial area of Toronto.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay. Sounds good. That 38 acres you own is a contiguous piece, correct?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Sort of. I mean, if you mean legally, technically, I mean, it's on either side of a road. But, I mean.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

They're beside each other and all. For all intents and purposes, from a development and marketing point of view, they're basically beside each other, yeah.

Jenny Ma
Director of Research and Real Estate Analyst, BMO Capital Markets

Okay, great. Thank you very much. I'll turn it back.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Sure.

Operator

All right, next question comes from Dean Wilkinson from CIBC World Markets. Please go ahead.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Thanks. Morning, everyone.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Morning.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Mitch, just on another way of coming at the development side of things. I mean, we all talk about the rising interest rate environment, but you know, when you look at the ten-year bond yield, it's not far off where it was in 2018. And the developments tend to be, you know, long time lead items. Have the economics really changed from when you were looking at development back, you know, when we all thought COVID was just a tasty beverage? You know, how has anything really changed?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

I mean, first of all, the majority of our efforts and energies and really where the money is made is actually in the land use.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Mm-hmm

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Master planning approval. I mean, first, for us, if you were here in our office, you know, and lived in our world, you would see and understand that actually, I mean, the approval and getting that right is what, you know, majority of our, you know, neurons are applied to. When it comes time to pull the trigger, obviously, we look at the world every day, and we sort of intuitively feel whether or not it's safe to go or no go. But when you really look at it, you know, a multi-res deal today, is it that different than it would have been in 2018 in terms of returns? No, probably not.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Mm-hmm.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Because rents actually have kind of firmed up and costs are sort of coming down. Yeah, short-term rates, borrowing rates have gone up. You know, if you looked at it all today with a takeout financing, I mean, probably isn't really much different. You could probably make the needle move more by, you know, replacing materials or you know, figuring out a way not to build that extra level of underground parking than what's going on in terms of background interest rates, so to your point.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Great. Just Peter, on that exposure to the variable rate, correct me if I'm wrong here, the majority of that is in inactive developments. I believe most of that just gets capitalized. You, that rate move really doesn't have an impact on FFO for you, right?

Peter Sweeney
CFO, SmartCentres REIT

Yeah, it's quite muted. You're absolutely right, Dean.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Okay, great. Last question was just on the premium outlets, the increase in rent there, are there % rents associated with those properties?

Peter Sweeney
CFO, SmartCentres REIT

Yeah, absolutely, Dean. There are, in all leases as well as.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Okay

Peter Sweeney
CFO, SmartCentres REIT

the base rent that has annual steps.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

All right. You would have seen an uptick in the percentage rent, I'm assuming, with everything reopening.

Peter Sweeney
CFO, SmartCentres REIT

Absolutely. We're actually seeing sales for many retailers are actually exceeding the 2019 levels, which would have been the high watermark.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Yeah. I think my daughter was part of that, so,

Peter Sweeney
CFO, SmartCentres REIT

I think I saw that on one of the.

Dean Wilkinson
Managing Director of Real Estate Equity Research, CIBC World Markets

Yeah. I'll pass the thanks along to her. That's it for me. Thanks, guys.

Peter Sweeney
CFO, SmartCentres REIT

Bye, Dean.

Operator

All right. The last question we have comes from Tal Woolley from National Bank Financial. Please go ahead.

Tal Woolley
Director and Research Analyst, National Bank Financial

Hey, good morning, everybody.

Peter Sweeney
CFO, SmartCentres REIT

Morning, Tal.

Tal Woolley
Director and Research Analyst, National Bank Financial

Mitch, you had made some reference to condo sales. I just wanted to go back to that for a second. If you're looking at sort of recent releases, I think obviously, you know, you've still been successful at selling through. Are you getting any sense of like a shift in pricing or, you know, the demand level that's out there in more?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Strangely, we haven't had any real pushback on pricing. I mean, the sales that we are doing right now are not being reduced by any changes in our pricing. Pricing being, you know, pre, you know, the little bit of turbulence, I mean, over the last few months. Artwalk was sold out just before, you know, the world changed a bit, and that was at around CAD 1,200 a foot, you know, up here in Vaughan, where we are right now. Right after that, we went out with Park Place, which is a much bigger development than Artwalk. That's when our timing on that was right when everything started to slow down. Yet, you know, we're taking the long-term approach.

We're chipping away, and we've sold half the units we've released at that same basic price. Just obviously, you know, it's been two months versus Artwalk. I mean, Artwalk sold out in, like, three weeks. Pricing hasn't changed really. The rate has changed, but our relationship is. I mean, we're in this for the long, long haul. I'll tell you, there is a bit of a silver lining too, because our relationships with the brokerage community who are a part of that program is, this is an opportunity. It's much more of an opportunity to develop these relationships during these slightly slower times. They get that we're not mercenary developers, that we're in it for the long term and building, you know, communities, and I mean that, you know, with all the quality life stuff around them.

This period of time has enabled us to tell them that story, and they really. If you go onto websites of brokers who've been to our developments, particularly, you know, VMC, you'll see their comments talk about our master plans. We've used this time well, and we continue to sell much slower, but at the same price.

Tal Woolley
Director and Research Analyst, National Bank Financial

When you make reference to the brokerage community, are you talking about, brokers who are buying themselves or looking to do assignments at close?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Yeah, I mean, you know, a lot of the condos are sold, you know, a pure real estate, residential real estate agent who specializes in the sale of condos. You know, you may have two or three or four or five, you know, clients that regularly buy condos and rent them out. I mean, it is one of the, you know, one of the forces at work in the sale of condos in Toronto and Vancouver. That's, for the most part, done through brokers. You gotta have a relationship, or you really wanna have a relationship with that community.

Of course, up in our developments, we see a higher percentage of user buyers, but a lot of condos are sold to investors who rent them out.

Tal Woolley
Director and Research Analyst, National Bank Financial

What would be the split? What would be your estimate, estimation of the split up?

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

I mean, I would say honestly, downtown, I mean, you know, historically being, you know, up until the slowdown, I would say that it's probably, you know, I'd be, you know. If it was 80%, I'd be surprised. If you were 20% end users in the majority of condos sold downtown Toronto, I would be surprised. But, you know, in VMC, you know, maybe the split would be, you know, I don't know, 65-70%, depending on the moment in time, you know, brokers selling to investors and renting them to, you know, to the renting market, you know, versus 80-90% downtown probably.

Tal Woolley
Director and Research Analyst, National Bank Financial

Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

It really depends on what part of the

Tal Woolley
Director and Research Analyst, National Bank Financial

Sorry. Any concerns then just with like, you know, if you have brokers buying multiple units, like ability to close or anything like that? I appreciate it has

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

No, no, it's not the brokers not buying them. It's not the brokers buying them, it's their clients. You know, still, we always have concern about. Well, if we enter into a contract with them, we're still worried about, you know, because, you know, their deposits initially are not that big. The way it works is, I mean, you know, you get an initial deposit, which is refundable to them for 10 days, and then if they don't rescind, then their deposit is firm. Then there's milestones for further deposits. But until you get those further deposits, I mean, you're not in the clear. You know, with Park Place, I mean, I wouldn't say. Even Artwalk, I wouldn't say, you know, we're totally in the clear.

Like, we're gonna stress test all of our deposits and buyers at Artwalk, and obviously Park Place. It's the structure that's behind every condo that's being built in this city, and that's a lot, including our own. It's not the brokers, it's their clients.

Tal Woolley
Director and Research Analyst, National Bank Financial

Right.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

You know, you're a broker, you have three or four investors that you know that have whatever sort of wealth, and they wanna be in the rental market. It's a good market to be in. You know, you present to them different presale, you know, pre-construction, they call it, opportunities to invest in, you know? Your investment is not huge upfront, you know. It's a deposit. You're betting on that location and the value or the return in the future. It's three years from now. That's the game that's going on and has been going on for a long time and continues to go on. It's always been the game.

The good thing for us is that, you know, quite frankly, I mean, you know, we see a condo as a rental. I mean, if we ever proceed with a condo, we're perfectly prepared to take it as a rental. Just so you know, I mean, you know, so it's our backup plan. But that's not what you'd normally have going on with a private developer. You know, they want out and, you know, and they don't have those contingencies. But anyway, just a little insight into the, you know, the off stage stuff that, you know, which is the condo development business.

Tal Woolley
Director and Research Analyst, National Bank Financial

I guess just a bigger picture about, you know, the development program. The decision to go, no-go on a project, is it really like a function of the individual specifics of the project? Or when you look at the plan in totality, like, would there be a certain key sort of macro variables that, like, you would sit there and say, like, okay, like, if we kind of get to this point on interest rates or this point, you know, in terms of where the economy is at, like, we would really start to slow down? I'm not trying to suggest that's what should be done here. I'm just trying to get a sense of how you think about that.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

No, it's a great question. I mean, you know, but it's always. I guess, you know, we do these calls, and we answer questions, and the things that get taken away are sometimes maybe overly simplified. I mean, like, in the best market, in the lowest interest rate market, in these, you know, the most prosperity and wealth flying around, we still are extremely cautious about proceeding with a high-rise development. We look at it as everyone's gonna, you know, what happens if everyone defaults? That's the worst-case scenario, just so you know, and don't close. I mean, when things get a little bit like this, of course, even more so, we're not on automatic pilot. Just like, I mean, use all the examples we want out there.

I mean, the right thing that's going to happen in Pickering is it's going to be the master plan that you can see on our website. The question is, you know, how are we gonna get there? It's going to happen. It's the right thing for that particular infill location with the transportation infrastructure, with the changes going on in Pickering and what's going on in the city, et cetera, et cetera, macro. It's going to happen. The question is, how do you get to that completed master plan safely? I mean, you know, Canary Wharf. I mean, you guys are probably too young on the phone, but you know, that's a classic example of blowing it like you know, because you go on you know automatic pilot.

You know, you have a vision, and you get kind of seduced by your vision, and you just go. You know, obviously, it's an amazing property and a great vision, but you can still blow it if you don't execute properly. We're not just gonna go. In the macroeconomics, you know, long term, it's gonna be great. No, we're not going to get seduced by that. It's going to be, you know, any one project, you know, not being a success is a huge failure here. It's just not. We don't need to go, and we are not going to go just because, you know, big picture, this is gonna be a great master plan, or we can't wait to see it come out of the ground. It's just not gonna happen.

It's gonna be based on, you know, getting there, proper deposits. You know, there are steps along the way. You don't go from, okay, we're going, and then you're gone, and you're on to the next thing. You may start even, you know, doing your undergrounds and monitor and know what your exit plan is, you know, while you're digging. I mean. There's no automatic pilot.

Tal Woolley
Director and Research Analyst, National Bank Financial

Okay. That's helpful. Peter, just a couple of housekeeping questions. The miscellaneous revenues line, that's, I'm assuming, is parking and percentage rent mostly?

Peter Sweeney
CFO, SmartCentres REIT

Yeah. You're absolutely right, Tal.

Tal Woolley
Director and Research Analyst, National Bank Financial

Okay. On the balance sheet side, I know one of the things, you know, you'd sort of after the land purchase in Vaughan, you know, you were interested in making sure you retain your current credit rating. Where do you think you need to get that ratio by the time, you know, you come up for review? And when is the review with DBRS?

Peter Sweeney
CFO, SmartCentres REIT

I mean, DBRS is gonna review things when they think it's appropriate. Typically, what happens, Tal, is our credit comes up for review in December of each year. In our most recent discussions with DBRS, there's been nothing that's been intimated or suggested by DBRS that would change that. We would expect that sometime in the late fall, we'll commence discussions with them, and no doubt they'll have questions leading up to their report, we expect in December. With respect to your first question on where does that debt-to-EBITDA metric have to be? Again, I think I would refer you back to DBRS's report from December of last year, Tal.

I'm going from memory, but I seem to recall them suggesting that we would have to try to find a way to guide it down below 9.5x. As you would expect, I think we've talked about this before. We're, you know, doing and making roads and inroads to try to find ways and means to get there. From a timing perspective, it's almost impossible to predict with any precision when and if we'll get there. Certainly, we're doing everything we can to ensure that we're, first of all, aware of the expectation by DBRS. We've said that we do respect our credit rating, and we spent a long time getting to the point where we're at now, so we wouldn't think it would be appropriate to let it go frivolously.

We're making and taking every step we can to try to ensure that at some point we find ways of getting that to EBITDA level down to a level that's appropriate and acceptable to DBRS to maintain a credit rating like this.

Tal Woolley
Director and Research Analyst, National Bank Financial

Okay. That's it for me. Thanks very much, gentlemen.

Peter Sweeney
CFO, SmartCentres REIT

Thanks, Tal.

Operator

That was the last question we had in the queue.

Peter Sweeney
CFO, SmartCentres REIT

Okay.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Oh, there's the last question. Oh, sorry. All right. Well, thank you all for taking the time to participate in our Q2 call. Please reach out to any of us for further questions. Stay safe and have a good rest of the day. Thank you.

Operator

Ladies and gentlemen, this concludes the SmartCentres REIT Q2 2022 conference call. Thank you for your participation, and have a nice day.

Mitchell Goldhar
Executive Chairman and CEO, SmartCentres REIT

Thank you.

Peter Sweeney
CFO, SmartCentres REIT

Thanks. Bye.

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