Thank you, operator. Good afternoon, everyone. Thanks for joining us to discuss the third quarter financial results. As usual, I'm joined by Scott Rowland, CIO, Tracy Johnston, CFO, and Geoff McTait, Head of Canadian Originations and Global Syndications. It was another solid period financially as our portfolio continued to generate strong interest income, allowing us to report solid top-line and bottom-line results in the quarter. Financial highlights included net investment income of CAD 30.3 million, similar to last year's Q3. Net income of CAD 16.5 million, up from CAD 13.5 million last year, and distributable income of CAD 16.8 million, or CAD 0.20 per share, at a modest payout ratio of 85.6%. These results speak to strong underlying fundamentals and the capability of our portfolio to generate substantial income, EPS, and sustainable dividends.
At the same time, this has been a uniquely challenging period for certain borrowers, caused mainly by the rapid rise in interest rates and the general economic weakness. We are now emerging from a period where central banks around the world increased interest rates with unprecedented speed to combat the inflationary environment. With that, during Q3, the team made excellent progress towards the repayment of several Stage 2 and Stage 3 loans. Scott will provide additional color in his remarks, and we have extra disclosure in the MD&A again this quarter. Higher rates and rate instability create issues across many industries, and of course, in commercial real estate, we have seen a general slowdown in transaction activity.
That said, as the interest rate and outlook stabilizes, which seems to be the most likely outcome in the near- term, we expect to see increased activity and a higher transaction volume within our portfolio. As the market rebounds and we resolve our Stage 3 loans, we look forward to putting capital to work to grow the portfolio and productive investments tied to high-quality assets valued at today's pricing reality. Before I turn the call over to Scott, I do want to briefly comment on the recent share price. We rarely use these calls for this topic. However, it's been an especially volatile equity market environment. For Timbercreek shareholders, which includes our entire senior management team, we've seen the company's shares trade in a historically low valuation range.
Our book value at quarter end was CAD 703 million, which equates to CAD 8.43 per share. Book value for us is a simple calculation. It's the sum of all the principal amounts of the loans outstanding. So while we appreciate the perspective that there is elevated risk today in the portfolio, given the Stage 2 and Stage 3 assets, what you will hear from the team today is that we expect to recover our invested capital, and that a large portion of this should be resolved in the near term. Put another way, we're confident in the book value of the business. As we've highlighted in the past, active management is an occasional reality of our business and a requisite skill set.
Over the past 15+ years, through periods of economic and financial market turbulence, our team has demonstrated the ability to effectively navigate these situations and recover capital and ensure the best outcomes for our shareholders. With that, I'll turn it over to Scott to discuss the portfolio trends and market conditions. Scott?
Thanks, Blair, and good afternoon. I'll quickly comment on the portfolio trends and origination environment before going deeper on the progress with Stage 2 and Stage 3 loans. Looking at the portfolio KPIs, at quarter end, 86.5% of our investments were in cash flowing properties, compared with 87.7% at the end of Q2. Multi-residential real estate assets, apartment buildings, continued to comprise the largest portion of the portfolio at 58.2% at quarter- end, up from 50.1% at the end of Q2, due to all Q3 fundings being multifamily loans. Portfolio remains conservatively positioned. First, mortgages represented 92.2% of the portfolio, up slightly from 91.4% in Q2, and our weighted average LTV for Q3 was 67%, slightly lower than the prior quarter, which was 68.3%.
The portfolio's weighted average interest rate, or WAIR, was 9.9%, up slightly from 9.8% in Q2. For context, the WAIR in Q3 last year was 8.5%. The year-over-year increase is due to the impact of central bank rate hikes on our floating-rate loans, which represented 88% of the portfolio at quarter end. Our Q3 exit WAIR was 10.1%, up slightly from 9.9% exiting Q2. A higher WAIR has benefits and drawbacks, of course. It's driving strong interest income from the portfolio. However, the higher debt costs also place strain on certain borrowers, especially those whose debt costs have increased much faster than rents, or those with demand issues such as office borrowers, where occupancy is down considerably due to work-from-home policies.
As a result, our portfolio has seen an increase in Stage 2 and Stage 3 loans over the past year as these issues work their way broadly through the commercial real estate industry. While Q3 typically sees reduced volume, transaction levels this quarter were also indicative of the general slowness in the commercial real estate market as buyers and sellers await more stability in the interest rate outlook. We invested CAD 76 million in new mortgage investments and additional advances on existing mortgages. Originations in the quarter were largely centered around low LTV multifamily assets.... Mortgage repayment activity was also lower in the quarter. We had net mortgage repayments and syndications of about CAD 67 million. The portfolio turnover ratio decreased to 6%, compared with 11.6% in Q2 2023.
You may recall that turnover was also lower in Q3 of last year at 3.3%, as rates were quickly changing at the time, causing a similar pause in activity. Looking ahead, recent inflation numbers indicate that the Bank of Canada may hold on further interest rate hikes, which is expected to create more confidence in the market and most likely a resumption in transactional activity. Our team continues to evaluate a decent volume of opportunities in our core multi-residential categories and industrial. Given the short-term nature of our agreements, we have the flexibility to quickly take advantage of opportunities or respond to new headwinds in a given region or asset type. In terms of the asset allocation, there were no material changes from Q2 with respect to geographic concentration.
Majority of the portfolio is tied to assets in urban markets in Ontario, British Columbia, Quebec and Alberta. As Blair mentioned, over the past several months, we've made significant progress on the Stage 2 and Stage 3 loans in the portfolio, so let me spend a few minutes now on their status. As you may have read in our Q3 disclosures, in August, Timbercreek and its syndicate partners successfully credit bid three collateral assets for which the associated mortgage investment was previously a Stage 3 loan, and now we own 100% of the real estate. These are three high-quality senior living properties. We've installed an experienced third-party operator and are currently in negotiation for a third-party sale that will return this investment to a performing loan with material paydown from the purchaser.
We hope to have material progress on this transaction by the end of this year, and ultimately, we expect a full recovery. Moving on to the portfolio of seven high-quality income-producing multifamily assets held in receivership, totaling CAD 146 million in exposure. During Q3, there was an offer to purchase these assets, and the process has materially progressed to the point that a sale is expected to close in Q4. The structure will see all principal and accrued interest fully repaid in late Q4 or early Q1, 2024. Whether through this transaction or another counterparty, we remain confident that active management of the file should result in a near-term resolution of this investment. We've also seen good progress on the multifamily asset under construction that was part of the same CCAA process. The asset remained in Stage 3 at quarter end.
However, a purchaser was recently selected through a bid process run by the receiver. The new purchaser will join the existing joint venture owner to complete the construction of the asset. We expect the loan to be performing in Q4 2023, including the company being made current on its interest arrears. We ultimately expect full repayment of this loan. The Stage 3 assets at quarter end also include CAD 15.6 million in condo inventory, against an original inventory balance of CAD 23.7 million. During Q3, we discharged CAD 2.3 million of this inventory, with more units expected to close in Q4. We are satisfied with the proceeds to date and expect to be repaid by the end of 2024. During Q3, we continued to advance the Stage 3 medical office building in Ottawa.
We engaged a new property manager in Q2 with deep expertise in the market to manage the leasing strategy. Our team is confident that the intended repositioning plan will generate the best outcome for the property and the ultimate repayment of principal. At the same time, we're currently selecting a broker to potentially list the asset for sale as early as Q1 2024. Moving on to Stage 2 assets, there are two loans to highlight. First relates to an income-producing multifamily asset in Edmonton. This loan matured in Q2, but will be extended for an additional 12 months to enable the borrower to either sell the property or seek CMHC financing. The loan is current and we expect full repayment.
The second Stage 2 entry is CAD 53.6 million net mortgage investment on three income-producing office assets and one retail asset across three loans with the same sponsor in Calgary. The borrower failed to pay interest as of September. We are currently working through our legal remedies to protect our interests. We are also in active discussions with the borrower about a potential forbearance agreement, and we will likely determine next steps in the coming weeks. While the Calgary office market has been challenging for many years, some positive absorption, planned office conversions to multifamily and the high price of oil are all contributing to some optimism for the market. In addition, the loans are structured with material paydown guarantees from non-related future asset sales that will reduce our loan exposure by approximately 20% or CAD 10 million.
In short, there's more news to come with these assets, but with the structured paydowns and active management, we expect to work through this situation to realize our full repayment. To summarize on the Stage 2 and Stage 3 loans, we are making material progress toward realization of the larger positions. By early 2024, this should reduce the percent of Stage 2 , Stage 3, and real estate inventory to approximately 10%. We're confident both in the quality of the underlying income-producing assets and our ability to recover our investment through active management and a range of remedies available under our agreements. The Timbercreek team is experienced, aligned, and highly focused on ensuring the best outcome for our shareholders. While we work through the monetization of these assets, we're pleased that the portfolio continues to generate strong income and earnings, allowing us to continue delivering attractive monthly dividends.
I'll now pass the call over to Tracy to review the financial results. Tracy?
Thanks, Scott, and good afternoon, everyone. You can find our full filings online, so I will focus on the main highlights of the third quarter. As Blair mentioned, we reported healthy income levels for Q3. Net investment income on financial assets measured at amortized cost was CAD 30.3 million, compared with CAD 30 million in the prior year. We benefited from a higher WAIR year-over-year, positively impacting the variable rate loans, offset by a lower average balance in the net mortgage investments. Fair value gain and other income on financial assets measured at fair value through profit and loss decreased from a gain of CAD 403,000 in Q3 2022 to a gain of CAD 231,000 in Q3 2023.
We reported a modest net rental loss from real estate properties of CAD 270 thousand, related to operating losses on the real estate inventory. This quarter's results include 1 month of net rental income from the real estate properties inventory that was acquired in August via the credit bid process, as Scott noted earlier. Provisions for mortgage investment losses were CAD 0.7 million for Q3 2023, down from CAD 3.7 million in last year's Q3. Lender fee income was CAD 1.7 million, down from CAD 2.2 million in Q3 2022, reflecting modestly lower originations in the period relative to last year, although Q3 volume is typically lower, as Scott mentioned earlier. Q3 net income increased by 22% to CAD 16.5 million, compared with CAD 13.5 million in Q3 last year.
In Q3, basic and diluted earnings per share were CAD 0.20 and CAD 0.19, respectively, up from CAD 0.16 in the prior year. After adjusting for net unrealized fair value gains and losses on financial assets, Q3 adjusted net income was CAD 16.4 million, compared with CAD 13.9 million in Q3 last year. Q3 basic and diluted adjusted earnings per share were CAD 0.20 and CAD 0.19, respectively, up from CAD 0.17 in the prior year. We also reported strong quarterly distributable income and adjusted distributable income of CAD 16.8 million in Q3 2023, consistent with the same period last year. On a per-share basis, we reported DI of CAD 0.20, the same as last year's Q3, and the Q3 payout ratio on DI was very healthy at 85.6%.
For Q3, we declared CAD 14.4 million or CAD 0.17 per share in dividends to shareholders, reflecting a payout ratio of 87.4% on earnings per share. Turning now to the balance sheet highlights. The net value of the mortgage portfolio, excluding syndications, was CAD 1.07 billion at the end of the quarter, a decrease of CAD 55 million from the second quarter of this year. While new investments exceeded repayments in the period, as Scott mentioned, we exchanged a mortgage investment of CAD 64.4 million for ownership of the underlying collateral, which we intend to sell. In the meantime, the gross asset is recognized in real estate properties inventory on the balance sheet, with a corresponding liability for the syndicate's 50% share of the asset in our liabilities. You will find detailed breakdown of this in Note 5 to the financial statements.
The Enhanced Return Portfolio decreased CAD 12 million- CAD 59.3 million, from CAD 71.2 million at Q3 2022, mainly reflecting loan repayments. The balance on the credit facility for mortgage investments was CAD 405 million at the end of Q3 2023, compared with CAD 361 million at the end of Q2 2023. As you may have seen in our filings, we did not meet the minimum adjusted shareholders' equity covenant at quarter end due to a higher balance of Stage 2 and Stage 3 assets, which are typically excluded from this calculation. In October, we filed an amendment to the credit facility, which included an adjustment to the minimum shareholders' equity test to include some of these assets, reflecting the fact that we have a near-term path to resolution, as Scott outlined.
Shareholders' equity increased modestly to CAD 703 million at quarter- end, up from CAD 699 million last year, and CAD 699 million at year-end 2022. Under the normal course issuer bid program, we repurchased for cancellation 108,300 common shares this past quarter at an average price of CAD 7.40 per share. We will continue to evaluate opportunities to use this program to acquire shares accretively. I'll now turn the call back to Scott for closing comments.
Thanks, Tracy. Before we take questions, I would like to reinforce a few key points. Firstly, with a high percentage of the portfolio in floating-rate loans, we should continue to generate strong top-line income, distributable income, and earnings. We have made substantial progress on the Stage 2 and Stage 3 loans and expect realization and/or resolution on several of these larger balances in the near- term. As this capital is repaid, we will be in a position to evaluate opportunities for growth after exiting the previous ultra-low rate environment.
With interest rate stability, we expect buyers and sellers to regain confidence in the market, which should translate into higher transaction levels broadly and new opportunities for the Timbercreek portfolio. And finally, I'd like to address our view on the portfolio and the current conditions that have led to an increase in loans in Stage 2 and Stage 3. The reality is, the last few years have been challenging on real estate owners. In many cases, the COVID era resulted in a weakened balance sheet, and the second part of a one-two punch has been the rapid rise of interest rates. Many owners have the capacity to deal with the situation, but unfortunately, some do not. What's important to understand about our business as a non-bank lender, is that we do not rely on borrower credit for repayment.
Fundamentally, we are collateral lenders, and it's the strength of the underlying assets that ultimately provides comfort for resolution. We have an experienced team, and we have confidence in our ability to transition and exit these positions over time, while optimizing the outcome for all Timbercreek shareholders. That completes our prepared remarks, and with that, we will open the call to questions.
Thank you. We will now be taking questions from analysts. If you have a question, please click the Raise Hand button on the bottom right screen below. The first question comes from Rasib Bhanji. Your line is now open.
Hi, can you hear me?
Hi, Rasib.
Hey, sorry, I just dialed into my phone. So thanks for the question. If I could start on the level of portfolio activity, how do you feel about the near-term level of activity? Is it reasonable to think that, you know, transaction levels will be sort of quiet over the next two, three quarters?
Sorry, so transaction activity, like new origination?
Yeah, the turnover, to be specific.
Sure. Yeah, and I think, this is Geoff. You know, the market continues to be active, while not necessarily in the transactional space, you know, based, you know, per the comments noted previously, but loans do continue to mature. We have seen, and continue to see, you know, significant opportunities subject to liquidity that we have, the potential to take advantage of. I think the, you know, uncertainty remains in general, which causes the, you know, the institutional, you know, first mortgage, banks and, and Lifecos , et cetera, to, to pull back, you know, quite, quite substantially, which again, creates opportunities for us for, really good risk-adjusted returns, within the current environment at this point.
Yeah, and I'll just add to Geoff's answer. Generally speaking, we do, we do continue to see that sort of 40%-50% turnover in the course of a year. It's, it, it's just choppy. So coming off—normally, we come off of a low quarter of turnover. The following quarter or the quarter after that does return to the norm, to the average. So we do and, you know, we do expect to see more repayments, and repayments for us create, creates loans.
Okay, understood. And then as an extension to that question, your weighted average interest rate, 9.9% right now, how do you feel about your clients' ability to handle that level of interest rates? Would it be reasonable to say we're at peak levels right now? And, in your view, would you have to discount the rates even to release some pressure from your clients if they are under any?
Yeah, I look at it a couple of ways. There's no question the rates are higher than, you know, borrowers would like it to be. No, no question about that. The rates were extremely low in the years before COVID, so there's sort of a happy medium where, you know, our rates are 1% or 2% higher than what sort of balance sheets or borrowers would like to pay. I think that's true. Having said that, I think where they are now is achievable within business plans. So generally speaking, right, we're focused on transitional real estate, a couple-year product. So what people are doing now in their business plans, right, they're calculating the cost of that debt while their assets go through a transitional phase before they will take us out with a traditional, with a traditional lender.
During that phase, it's just basically the cost of the business, it's the cost of the business plan that they have to account for. And we do that review as well.
Yeah, and admittedly, I mean, what I'm seeing in the... From an origination perspective, you know, in order to reduce the overall cost to capital, you see borrowers who are rationalizing, putting incremental equity into transactions to reduce leverage. We are seeing our annual partners who are, you know, finally, after a lengthy period of holding onto their credit spreads, you know, through this rising rate environment, seeing some compression in their credit spreads, which you know oftentimes tied to lower leverage type opportunities, which again, on a blended basis, still enables us to maintain, you know, similar yields to what we've been achieving, but an overall cost basis to the borrower that's reduced.
We have had also conversations with groups and executed on transactions where there's a short-term fixed rate, lower cost, A-note option or alternative that, on a blended basis, again, gets the borrower to a reduced overall cost of capital. But again, this is the good news for us is it typically aligns with reduced leverage in general as well, as we offer price relief and find those solutions for borrowers.
Okay, that makes sense. Just my last question. The land inventory that you have, I think it's CAD 30 million or so. Any updates over there? I don't know if you mentioned it in your prepared comments. If you did, I'm sorry, I missed it.
No, we didn't. That's a good point. So that was a portfolio, so it is land. There's also a mixed-use asset, a couple other mixed-use assets, some houses as well. So we've been doing some zoning work on that file, which we're making some material progress on, actually, and likely looking to start the disposition process for that file in Q1 or Q2 next year.
Okay. And, I guess, what's your comfort or confidence that you won't have to take any fair value adjustments in this process, just for the land inventory?
Yeah. We do value that. Like, that's a fair value asset that we value every quarter, so we do believe that that's sort of represented at par value.
Okay. That's, that's it for me. Thank you.
Thanks, Rasib.
Our next question comes from Gaurav Mathur. Gaurav, your line is open.
Thank you. Good morning, good afternoon, everyone. Am I audible?
Yes.
Yeah.
Fantastic.
Good afternoon.
So thank you. So, you know, just, just staying on the inventory line for a moment. You know, we saw that you've moved three properties that are subject to CCAA proceedings into your real estate inventory, and you're looking for a buyer. Just two questions on that very quickly. One, what sort of buyer profile is, is out there that, you know, may be interested in taking these off your hands?
Yeah. So I mean, the three assets, I mean, there are three there. The three buildings are noted as one project. They're adjacent and connected, frankly. So it is one project in its entirety. There was a variety of interests. I think in general, the group that we are in advanced discussions with as it relates to the acquisition is an experienced local operator in the, you know, in the retirement and multifamily. Actually, I'd say broad-based and other asset classes as well.
Mm-hmm.
But has a meaningful existing portfolio of assets with strong cash flow and a depth of experience in acquiring similar type assets for which optimization is required.
Okay, great. And, you know, that leads me to my next question. We've seen the movement in cap rates, and it's, you know, not yet stabilized completely. In light of that, do you see any further fair value adjustments on that project going forward?
No, we expect to transact in full recovery of our position. Yeah.
Okay. Great, thanks. And then, just last question from my end. You know, as you're thinking about capital allocation, going forward and into the end of the year, how should we think about, you know, the lending book versus, you know, any sort of distribution increases versus the NCIB activity, given where the stock is currently trading at?
Yeah, I think good question, for sure. You know, our previous guidance on this was that we were focused on getting through the active management of the files that we've discussed today. And subsequent to that, if we continue to be in a position where we're generating cash in excess of what's required for the dividend, then the board will evaluate, you know, options to deal with that cash. There really aren't many, obviously. Either it sits on your balance sheet and you grow book value, or you know, you pay it out as a dividend. You know, if you're keeping it on your balance sheet, you have to be careful. You know, we don't as a mix, clearly, we...
Or not clearly, I mean, as you likely know, we have the ability to not pay any corporate tax if we distribute all of our income. So if we do leave it on our balance sheet, we have to be comfortable that we can shelter that from a tax perspective. So, you know, the board will look at that as we near the end of the year. But you're quite right. I mean, we're definitely generating more cash than we're paying out right now. As it relates to the NCIB, you know, I think. I don't think we can sit here and tell you that we're going to turn it back on.
But I mean, as Tracy said, we have used it in the past, and, it's a lever that we think makes sense to utilize. So maybe I'll just leave it at that. But, yeah, we're certainly thinking about it.
Okay, great. That's it on my end. Thank you very much.
... Great, thanks. Thank you.
Our next question comes from Jaeme. Jaeme, your line's open.
Thanks. Can you hear me okay? Yeah. Yeah, we can. Thanks, Jaeme. Hello. Can you hear me okay? Yes, we can.
Yeah.
Can you hear us? Hello, can you hear me? Yeah, well, we hear you.
Jaeme, your line is open. We can hear you.
Hello, can you hear me? Yep.
Yeah.
I'm not hearing—I will, I will email you. Your end. Yeah, I think, I think somehow you're on mute, Jim.
There seems to be some connectivity issues, so for now, I'll-
I will try to reach you.
permit him to talk.
Okay. We're, we're around. You know where, you know where to find us. Thanks.
Let me take the next question and circle back.
Jaeme, your line is reopened. Did you want to try again? So that's all the questions that we have for now. With that, I'll turn the presentation back to Blair for closing remarks.
Great, thanks. Thanks, everyone, for joining us today. You know, we certainly appreciate the opportunity to update you on, you know, the activities that have gone on over the quarter and that we expect to be concluded in the months ahead. Please feel free to reach out to us directly if you'd like to continue the discussion. We're certainly more than happy to discuss what we can. With that, we'll look forward to speaking again when we release our Q4 results. We wish everyone a good afternoon. Thanks very much.
Thank you, folks.