H&R Real Estate Investment Trust

Good morning and welcome to H&R Real Estate Investment Trust 2020 Fourth Quarter Earnings Conference Call. Before beginning the call, H&R would like to remind listeners that certain statements which may include predictions, conclusions, forecasts, or projections in the remarks that follow may contain forward-looking information which reflect the current expectations of management regarding future events and performance and speak only as of today's date. Forward-looking information requires management to make assumptions or rely on certain material factors and is subject to inherent risks and uncertainties, and actual results could differ materially from the statements in the forward-looking information. In discussing H&R's financial and operating performance and in responding to your questions, we may reference certain financial measures which do not have a meaning recognized or standardized under IFRS or Canadian generally accepted accounting principles and are therefore unlikely to be comparable to similar measures presented by other reporting issuers. Non-GAAP measures should not be considered as alternatives to net income or comparable metrics determined in accordance with IFRS as indicators of H&R's performance, liquidity, cash flows, and profitability. H&R's management uses these measures to aid in assessing the REIT's underlying performance and provides these additional measures so that investors can do the same. Additional information about the material factors, assumptions, risks, and uncertainties that could cause actual results to differ materially from the statements in the forward-looking information and the material factors or assumptions that may have been applied in making such statements, together with details on H&R's use of non-GAAP financial measures, are described in more detail in H&R's public filings, which can be found on our website and www.cdar.com. I would now like to introduce Mr. Tom Hofstadter, Chief Executive of H&R REIT. Please go ahead, Mr. Hofstadter.

Thank you, and good morning, everyone. I'm Tom Hofstadter, H&R's CEO, and I'd like to thank everyone for joining us on today's call. With me here virtually are Larry Froome, our CFO, Philippe Lapointe, CEO of LandTower, Pat Sullivan, CEO of Primaris, Alex Avery, EVP Asset Management and Strategic Initiatives, and Robin Kestenberg, EVP Corporate Development. We are gathered here today to celebrate the end of 2020 and a good riddance to 2020. Despite being one of the worst years for humanity in a long time, we're pleased to report solid financial operating results. We responded to the challenges of 2020 in a manner consistent with the conservative nature of H&R Reid. We prioritized the safety of our employees, tenants, and visitors to our properties and followed all recommended protocols, including social distancing, frequent cleaning, and temporary closure of select properties. From a business perspective, we battened down the hatches, focused on both ensuring smooth operations and maintaining a strong financial position. As the team is about to discuss, we are pleased with how well our portfolio has performed, underlining the stability and resilience of our business. Now I'll turn it over to Philippe, who will review our multi-residential operations, followed by Pat, who will provide an update on our retail portfolio, and then to Larry, who will provide some context on our financial results. And finally, I'll make some closing remarks. Philippe, over to you.

Thanks, Tom. Good morning, everyone. As we report on the closing of 2020, I'd like to begin by revisiting the dedication of our on-site and corporate staff members. As mentioned in previous quarters, our collections rate remains above the industry average, largely due to their exceptional work. On the JV development front, the Pearl in Austin, Texas is scheduled to fully deliver in the third quarter of 2021. Nightingale in Seattle, Washington is in the early stages of pre-leasing, and the project will be fully delivered in April of this year. Phase one of our Hercules development north of San Francisco, named The Exchange, is currently 74% occupied. Construction of Phase 2, named The Grand, has remained on schedule and is expected to deliver in the second quarter of 2021. Lastly, Shoreline Gateway, our 35-story tower in Long Beach, California, is also on schedule and expected to be delivered in the summer of 2021. To supplement our JV development partnerships in the U.S. Gateway markets, LandTower has been increasingly focused on expanding its wholly-owned ground-up development platform. Internally managed multifamily development is, in our opinion... the best strategy to increase shareholder value within our space. The expected development yields relative to historically low Class A cap rates provide strong value creation and risk-adjusted returns. With over 175 bps of yield coverage, coupled with the benefit of retaining 100% of the upside economics, our recent land purchases in Dallas, Texas and Tampa, Florida, underscore our intent to capitalize on this development strategy. LandTower is able to leverage its brand and network to source opportunities its market-level experience to select sites, and its property management division to help design, plan, and operate an exceptional multifamily community. The synergies between our divisions bolster our competitive advantage as a vertically integrated multifamily investment platform and operating company. As previously mentioned, Landtower has been able to secure additional Class A sites for development in our target markets and expects to source additional opportunities in the upcoming quarters. For instance, we recently acquired an infill site in Dallas, Texas, in proximity to the Dallas Love Field Airport and Medical District. The plan for the 5.4-acre site is a five-story community with approximately 415 units. Additionally, on January 28th, we purchased a 4.2-acre infill site with direct frontage to Highway 75 North Central Expressway, one of the most trafficked thoroughfares in the core of Dallas. we expect to build a similar five-story wrap product with approximately 360 units on that site. As always, we look forward to sharing more information on the timing of these developments next quarter. On the topic of prevailing Class A multifamily cap rates, we found it prudent to convey what we're seeing in a private market from a valuation perspective. Due to favorable debt terms stemming from historically low interest rates, paired with an increased institutional appetite and capital allocation for multifamily investment, we're seeing substantial cap rate compression in our Sunbelt markets. For context, we witnessed cap rates for comparable land-tower assets decreased by well over 50 bps on average across all of our markets in 2020. This sentiment is shared by most of our peers, both public and private. Quite counterintuitively, public real estate valuations are trading at an elevated discount, illustrating an increasing detachment from valuations of the underlying real estate. Consequently, this reiterates our observation that many publicly traded multi-family REITs are thus undervalued. On the Lantara River landing front, our leasing pace continues to beat expectations. As of today, we are 28% occupied and have leased 169 apartments. We are pleased with the leasing velocity that we experienced during the fall and winter months and expect an even more impressive spring and summer leasing season. On to Jackson Park, as we mentioned last quarter, we're encouraged what we believe to be the start of a rebound from an operational perspective. The return to stabilization will largely be driven by the vaccine rollout, workers returning to the office, and students returning to the classroom. With that said, the property is expected to gain positive absorption as we enter the favorable spring and summer leasing season, and we hope to experience a noticeable recovery by the end of 2021. We remain confident that Jackson Park is one of the best, if not the best, value proposition for prospective residents in the submarket when considering location, amenities, and quality of construction. We have been encouraged by the elevated recent traffic and, most importantly, the stronger lease conversion rates. As an anecdote, the average lease conversion rate over the past few weeks has been over double the historical average, underscoring our belief that a recovery is in sight. On the financial front, when excluding Jackson Parker, same asset quarter-over-quarter operating income growth equates to a positive 2.5% for the fourth quarter and a positive 6.9% for the 12 months ending December 2020 compared to the respective 2019 periods. Lastly, on a personal note, I'm very pleased with the positive same-store growth achieved in 2020, quite exceptional when considering all of the challenges related to COVID. And quite frankly, all the credit must go to my colleagues in our U.S. markets and at our corporate office who work tirelessly for the betterment of our communities. And with that, I will pass along the conversation to Pat.

Thanks, Philippe, and good morning. During the fourth quarter, the Retail Division reported a decline in same property NOI of 1.7%, a marked improvement from the 15.7% decline reported in Q3, primarily due to a significant reduction in bad debt improved occupancy, and growth in retail rents. During the quarter, enclosed malls reported an increase in NOI of 2.5%, despite recording $1.2 million in bad debt. Without any bad debt provision for the quarter, the retail division would have shown an increase of 1.8%, with enclosed malls growing by 5.5%. For the full year, the retail division would have shown an increase of 2% without bad debt being recorded, and enclosed malls would have grown by 4.5%. Significant leasing completed in the past few years with large-format retailers and premises formerly occupied Target and Sears as the primary driver of NOI growth in enclosed malls. Positive rental growth, lower expenses, and improved recoveries in the quarter were offset by bad debt, the impact of CCAA tenant filings, coupled with reduced percentage rent and specialty leasing revenues, which were down 69% and 30% respectively in 2020 compared to 2019. We were well positioned moving into 2020 having completed re-merchandising the majority of our vacant anchor boxes. Since the start of the pandemic, our primary focus has been providing to support to our local retail partners and to maintain occupancy. Occupancy in the retail portfolio is 92% as at the end of 2020 compared to 91.5% at the end of 2019. While occupancy in the enclosed malls ended the year at 88.1%, compared to 87% at the end of 2019. Unfortunately, government-mandated closures in Manitoba, Ontario, and Quebec starting in Q4 2020 will result in further bad debt provisions and will negatively impact our special leasing program and percentage rent potential. Fortunately, our properties are now open or scheduled to open prior to the end of February, limiting the downside risk to 2021 NOI. We anticipate a further $1.8 million contribution during the year from tenants scheduled to open from premises formerly occupied by Sears. In addition, we completed a number of notable transactions in the third and fourth quarter that will positively contribute to rental growth later in 2021 with full-year contribution in 2022, including a new 15,000-square-foot government passport office at Plaster Orleans, A approximately 28,000-square-foot lease with the City of Toronto to occupy second-floor office space at Dufferin Mall at rents 1.8 times higher than the prior tenant. A 20-year lease renewal with Walmart at Dufferin Mall with a 55% increase in rents starting in summer 2021, with rental escalations every three to four years thereafter. A 12-year renewal of Alberta Health Services' 47,700-square-foot premises at Sunridge Mall with an expansion of 8,000 square feet occurring in late 2021. a 15-year renewal of the 23,500 square foot Boomtown Casino at Fort McMurray, coupled with an expansion of 6,500 square feet, and the redevelopment of an out parcel at Sunridge Mall with occupants being medical, dental, and average rents being 2.5% higher than prior rents. Collection of rents in the retail portfolio have trended higher since the low point in May. In Q4, we collected 83% from our enclosed malls and 88% from the retail segment overall. Collections for January and enclosed malls are 82%. We have leased 23 of 49 locations vacated following CCAA filings. Approximately 61% of the gross revenue associated with space vacated due to CCAA tenant filings is located in five of our stronger malls, including Stone Road and Orchard Park. As such, we are optimistic that space will be filled in a timely manner once leasing activity improves. Over the past few weeks, there's been a notable increase in tenants expressing interest in opening new locations, and we expect discussions to progress over the remainder of the year. Our enclosed malls reported sales in Q3 of 86% compared to the same period last year. However, due to government mandated mall closures in Ontario, Quebec, and Manitoba, coupled with occupancy limits in Alberta, sales were significantly lower in Q4. In general, sales of property in larger markets had been trending at about 80% of normal until the shutdowns, while smaller market properties such as Medicine Hat Mall, Regent Mall in Fredericton, and Park Place in Lethbridge have posted sales at about 90%, with several properties including Kildonan in Winnipeg and McAllister Place in St. John showing some monthly gains over the prior year periods. Generally, those tenants that sell products associated with office work such as suits, formal footwear, and even cosmetics are experiencing lower sales as compared to retailers that sell casual apparel, athletic footwear, and household goods, some of which are posting higher comparable sales figures. Food court tenants, typically a significant driver of sales productivity, have been down about 30% prior to recent mall closures, primarily due to reduced seating or service being restricted to takeout only. As a result of the pandemic, traditional bricks and mortar retailers have accelerated the adoption of e-commerce. E-commerce sales in Canada have risen to represent 5.7% of Canadian retail sales for the 12 months ending November 2020, or $35.8 billion of the $626.6 billion of overall retail sales. During this time period, bricks and mortar online sales grew to $13.7 billion, or 38% of all the online sales. Five years ago, bricks and mortar online sales represented just 28% of online sales. Since the beginning of the pandemic, an increasing number of our tenants have invested in their operations to facilitate e-commerce sales in an effort to improve last mile efficiencies. Primaris, as well as other landlords, have identified this as an opportunity to develop an e-commerce platform exploring innovative technology that facilitates the seamless online purchase and delivery of real-time inventory directly from our shopping center real estate. The digital strategy that Primaris is exploring will soon be a prerequisite to attract new bricks and mortar locations, retailers, and direct-to-consumer brands to our center. Thank you, and I'll now turn it back to Larry.

Thank you, Pat, and good morning, everyone. Since the onset of COVID, our number one goal was to protect our employees, our tenants, and our shoppers. We also ensured we protected our balance sheet. We finished the year with $63 million of cash on hand and $1.1 billion of unused borrowing capacity under our lines of credit. In addition, we have an unencumbered property pool of approximately $3.7 billion, which is set to grow in 2021. Our debt-to-total asset ratio at December 31, 2020, was 47.7%, an increase from 44.4% a year earlier. This increase was all due to the fair value adjustment of $1.2 billion to our real estate assets. The IFRS fair value of H&R's retail portfolio was reduced by approximately $660 million in Q1, where the changes related primarily to inputs into the forecasting of cash flows, including vacancy rates, market to rental rates, tenant retention rates, and releasing assumptions. The IFRS value of H&R's office property was reduced in Q1 by approximately $670 million, primarily from properties of significant energy sector tenancies. These properties are generally subject to long-term leases, and as such, there have been limited changes to cash flow models, but more significant changes to discount rates. While there have been very few recent transactions for comparable properties, our valuation team used prudent assumptions reflecting pricing signals observed in oil prices and the energy sector corporate credit market. These fair value adjustments have hit our portfolio in Alberta the hardest, as shown by the decline in fair value of approximately $900 million from $3.2 billion a year ago to $2.3 billion at December 31, 2020. As a result of these significant write-downs, our net asset value per unit decreased from $25.79 per unit to $21.93 per unit at December 31, 2020, We are optimistic we may see some of these fair value adjustments reverse as we emerge from COVID. Moving on to operations. We're pleased to report that Q4 collections of 95% continued the upward trend since the Q2 lows, including continued improvement in our most challenging segment of enclosed malls, which reached 83%. This trend has continued into January, where we have collected 82% to date from our enclosed malls, and 94% overall. A similar positive trend has been seen in our bad debt expense. Our bad debt expense in Q4 2020 was $3.9 million, a significant improvement from $13.5 million in Q3 2020 and $24.5 million in Q2 2020. Our bad debt expense for the year 2020 was $42.2 million, compared to only 2.2 million in 2019. Most of the bad debt expense incurred was a result of H&R providing abatements to our hardest hit retail tenants, many of which were mandated to close as part of provincial lockdowns. At December 31st, 2020, we had a provision for expected credit losses in accounts receivable of 15.1 million, which we believe provides ample room against the gross accounts receivable balance of 34.7 million. Given the pandemic backdrop, we are extremely pleased to report our 2020 FFO per unit was $1.67 compared to $1.76 for 2019. Q4 2020 FFO per unit was 42 cents compared to 44 cents a year ago. 2020 AFFO per unit was $1.27 compared to $1.33 for 2019. Turning to 2021, there are a few items which we expect to influence results going forward. Firstly, as river landing construction is completed, interest that was capitalized for the river landing project will no longer be capitalized. Interest capitalized for 2020 amounted to approximately 11 million U.S. dollars. We expect the next drag on FFO until the project achieves stabilized occupancy. Notably, we expect the project to reach stabilized occupancy and NOL contribution of approximately $25 million in the second half of 2022. Secondly, as noted in our subsequent event notes, in January 2021, H&R converted a $140 million project U.S. mezzanine loan on a 12.4-acre development site in New Jersey City to a direct ownership position. This will reduce interest income by approximately $14 million in 2021 compared to 2020, and interest will not be capitalized on the project until development commences. While these factors will temper our 2021 results, they're expected to substantially reverse in 2022 with anticipated lease-up of River Landing. Offsetting these drags in 2021, we expect there'll be positive contributions from other factors, including one, lower bed debt expenses, two, contractual rental escalations in our office portfolio, and three, lower leasing expenditures and tenant inducements. Within our equity account and investments, five multi-residential development projects we have interest in will commence lease-ups, creating a modest drag on FFO initially, but adding to the upside potential over the course of 2021 and 2022. Overall, we expect higher AFFO per unit in 2021 compared to 2020, but lower FFO per unit with a significant positive growth trajectory over the course of the next two years. We also expect the development activities to contribute to NAV per unit growth, and overall, and improve the overall quality of our portfolio. And with that, I will turn it back to Tom.

Thank you, Larry, and thank you to the entire H&R team for their hard work and dedication in 2020. We are pleased with the operating and financial results the team just reviewed and believe the REIT is well positioned as we progress towards a return to a post-pandemic new normal. Thematically, I'll make a few comments on the outlook for office and retail operating segments. Office is our largest segment, accounting for 44% of our revenue, Work from home and return to office are among the most hotly debated topics in the real estate world today. Office markets were booming as the world entered the pandemic, with broadly low vacancy, broadly high market rents, and high asset pricing. In 2019 and 20, H&R took action to fortify our office portfolio, selling assets that had significant near-term lease expiries into strong demand and prints quick in the office cycle and negotiating significant lease extensions with major tenants and other properties. The result is a portfolio with an average remaining lease term of over 12 years, 85% of revenues coming from investment-grade tenants and high-quality properties well located in their markets, and leases on only 1% of office GLA expiring in 2021. We believe the long-term value proposition of office properties is specialized environments designed specifically for people to come together to work collaboratively on office work activities. We expect many office users will explore ways to incorporate more flexibility into how their employees use office space over the next few years, and that this could exaggerate the ordinary softness in office leasing conditions that follow cyclical office market peaks. Our portfolio is defensively positioned, and we'll be closely monitoring the market for opportunities to both buy and sell properties that enhance the REIT's portfolio and create value for our unit holders. Our retail portfolio accounted for 34% of revenues and has delivered very solid results in challenging market conditions. Our portfolio includes a mixture of grocery-acted properties, single-tenant properties, and closed centers that are dominant in their respective markets. A common thread through all of these properties is a focus on providing affordable space for more staples-oriented retailers, allowing the stores to be profitable. Store closures have aggregated less than 1% of retail GLA in our portfolio since the beginning of 2020. Retail rent collection reached 88% in June 4, and retailers have begun signing new leases and making expansion plans as they look forward to a post-pandemic environment. In 2021, we look forward to the rising contributions from River Landing for other multi-residential projects included in our equity-accounted investments due to begin lease up this year, as well as making progress on our industrial and multi-residential developments in the GTA in Vancouver. New developments create a temporary drag on FFO during the early days of lease up, and as Larry just outlined, this will be the case for H&R in 2021. However, we are focused on the positive contributions to cash flow and NAFTA unit as these projects reach stabilization over the next 18 to 24 months. We remain committed to maximizing value for our unit holders and plan to take advantage of opportunities in 2021 to evolve H&R into a more narrowly focused REIT consistent with investors' preferences. And now I'll be pleased to answer any questions from call participants. Operator, please open the line for questions.

Thank you. If you would like to ask a question, please press star 1 button on your telephone handset. Our first question comes from Sam Damiani from TD Securities. Please go ahead. Your line is open.

Thanks, and good morning, everyone. First on Jackson Park, Philippe, I wonder if you could just give us a little bit of detail on the occupancy at Jackson Park, I guess during Q4 and where it is today, I guess what your expectations might be for Q1 and Q2.

Hi, Sam. Good question. So in the last quarter, it's hovered around, I'd say, a tad over 60%. My expectation for the next month or two is it probably starts inching towards the middle of the 60s. It's going to be really interesting. I want to be careful in not offering too much guidance only because of the outliers. If this was just a market demand issue, then it would be easier to give a prediction. But because of the vaccine rollout and, frankly, what happens with Midtown office, I'm not terribly certain. Like I mentioned, though, we are seeing a ton more traffic than we have seen in the last six months, and obviously our conversion rate from traffic to actually lease signing has been doubled in the historical average. And so somewhat encouraging, but just out of prudence, I'm not capable of giving you accurate guidance on that.

Okay, that's fair. And then just on the NOI impact, I mean, when you look at 60% to 65% occupancy there, How does that impact either the margin or the absolute NOI dollars compared to, let's say, Q1 or Q2 of last year when it was obviously much higher?

It's a good question. I think perhaps Larry can apply it in the specifics, but because the property is a very large property, a Class A and very modern, the percentage of NOI clearance from revenue is obviously much lower than, or the breakeven points from an occupancy perspective is much lower than a Class A building or a Class B building. As far as I can tell, I believe we're still positive on an NOI basis, even at 60%. It's something that Larry can confirm. And so from that perspective, less so worried. And obviously, like I said, all signs are pointing to us reaching the bottom. So from here on out, I would expect only positive NOI growth.

I'll just add, Philippe is correct. We are still positive on an NOI basis at Jackson Park. But, you know, there's been significant reduction in NOI.

Okay, that's great. Thank you. And then just on the bow with the mortgage bonds, maturity is starting to come up here this year. I wonder if you could just share your thoughts on how you're going to sort of approach that situation or if anything's been accomplished to date.

Nothing's been accomplished to date. Obviously, eventive bonds are trading very, very well compared to where they were a year ago, as is their stock price. So that opens up a whole new opportunity that didn't exist a year ago. So I'm optimistic we'll get somewhere. But it's kind of for the short term, we have a bond that's expiring $250 million in June 2021, which will be paying off by issuing an unsecured piece of paper into the markets within the first half of the year.

Okay, thanks. I'll turn it back.

Thank you. And our next question comes from Mario Sarek from Scotiabank. Please go ahead. Your line is open.

Hi. Good morning. Sorry. Tom, given some of your commentary in the letter to your holder in the book Simplifying the Leap Structure in 2021, which is something that I didn't know you'd been looking at.

Sorry. Mario, I'm not hearing you that well. Can you, I don't know, try again?

Is that better?

Yeah. Try it.

Okay. So I was just mentioning, given some of the commentary in the holder letter with respect to simplifying the structure of HMR in 2021, which is something that you've looked at since, I guess, 2019. Can you give us any sense in terms of what the debt to fair values for each of the verticals would be as of Q4?

Sorry, again, I'm losing. I apologize. The debt to the what? Debt to fair values. I can't. I can't hear. Larry, can you hear?

I think, Mary, are you asking what the debt to fair value would be per segment amongst the asset classes? Is that your question? Yeah. Thank you. We haven't given that information, Mary, and I don't really have it offhand. I'm happy to maybe speak to you and give you some guidance offline, but I really don't have it right now.

Yeah, and it's Alex. I think, Mario, it's difficult to allocate by segment when you've got as much unsecured corporate-level debt as we have. I think maybe what you're asking is a little bit more about what we think maybe the appropriate level of debt would be by different property types.

Yeah, if we just take a look at your mortgage debt outstanding, kind of the mortgage debt to asset value by vertical would be something I'd be interested in.

Oh, okay. The mortgage debt.

Sorry, but Mario, that's not very relevant. That's where the opportunities lie to, you look at your total unencumbered pool and you want to maintain a certain percentage overall where the opportunities lie to go ahead and do secure debt at the best, better pricing, you do that and you take the ones that are less receptive to getting good pricing on secure debt. And it's not by a division by division, it's by an asset by asset basis.

I think qualitatively, you could say that if you look at the availability and cost of debt, the trend over the past few years has been to have less secured debt on retail assets. In the H&R portfolio in particular, there are a lot of very long-standing office properties that have quite low loan-to-value because they're very long-term, fully amortizing mortgages. And we highlight some of those coming due over the next 12 or 18 months. But there are some properties within the office portfolio that have higher loan-to-value. And within the multi-residential, we tend to have higher leverage as a result, in part, due to the tax advantages and the natural hedge that that provides, given that those are U.S. assets, and there is clearly abundant availability of debt at aggressive pricing on the industrial portfolio.

But also, Mario, obviously, in certain asset classes where we want to sell properties, you want to leave them debt-free, because then you have to pay through yield maintenance to get rid of the debt. So You look at our office portfolio, for example, Hess is debt-free. So it really is not an asset by asset, sorry, category by category. It's more an asset by asset basis that we make those decisions, whether it's secured or unsecured.

Okay. And then associated to that, in terms of creating these new public entities, is it your view internally that each of the verticals, office, retail, industrial and residential entities, are large enough and distinct enough to be able to stand on their own?

I think the answer is yes.

Okay. And then in terms of the structure, how should we think about the relationship between those four verticals in H&R corporate, like in terms of internal relationships, like external? So hypothetically, if these were to be spun out, let's say, would you consider an external structure or would you... go along the internal structure route?

I don't think I'd want to give... We know what the market wants, so we're going to try to give the market what it wants, but I don't think I can answer that question at this early stage of the game. As far as the structure goes, there's many initiatives involved in making decisions like that, but we'll see. We can see.

Okay. That's fair. My second question is maybe for Philippe with LandTower. You know today... a wide gap between how the public and private markets have been treated during the COVID crisis in terms of the U.S. sunbelt market. What do you think you can do in terms of trying to narrow that gap? And I recognize it's hard to understand what land towers and applied cap rate change has been given it's part of a bigger organization. But in terms of strategy, what do you think you can do to narrow that gap going forward?

Well, it's a very good question. I don't know that necessarily there's anything we can do to narrow that gap and change the public perception of U.S. multifamily. Rather, what I think we ought to do is take advantage of the historically wide delta between the development yields and the in-place cap rates. If cap rates, like I mentioned, went down 50 basis points and are closer to 4 than they were to 5 and were developing closer to a 6, then it probably behooves us to... look increasingly towards development, especially in our Sunbelt markets. The delta as well from the private and public market is more pronounced on, or rather with REITs that have gateway exposure. And so my belief is that's temporary in nature, only because our house view is the gateway cities will always remain the gateway cities and COVID will one day subside. But as it relates to the development yields, frankly, in my opinion, they're just too wide. And so, like I said, we made the announcement that we bought in the last 90 days two more sites. I would anticipate that we continue that strategic acquisition initiative moving forward in 2021 and look to quite honestly put a shovel in the ground in some of these sites towards the latter half of this year.

I think it was maybe six months ago or nine months ago, there was discussion of potentially trying to monetize the Land Tower brand and platform in terms of possibly bringing in partners. Can you provide an update in terms of where that stands from a capital allocation perspective?

Yeah, like all things, I mean, there's 24 hours in a day and seven days in a week. And so it's just a matter of where we want to place the focus. In our opinion, LandTower, the platform, has consistently risen quarter over quarter in value. We've grown exponentially, as evidenced by our quarter over quarter growth last year, especially given the challenges of COVID. And so in this environment where the platform keeps getting better, in my opinion, and is worth more, and we are in tune with how to create additional value in development. It's just a matter of when we find it opportunistic to bring on a partner while we're still growing. And so I don't think there's a month that goes by where we don't hear about interest, about buying into either a participation in the existing platform or on a future partnership. But frankly, we have to allocate where we focus our energies, and it is our opinion that as of right now, given COVID and especially what we're seeing in development, perhaps doing that in asset management would risk being a dilution of focus. And so the appetite is certainly there on the third-party side to join us. It's just more a matter of us determining the best timing for unit holders.

Got it. And does the gap between public and private valuation that you noted, does that change your desired timing at all in terms of possibly bringing partners in or not?

I don't think it does because I think that Delta is temporary in nature. I think it will, of course, correct fairly quickly, especially in the U.S., As it relates to the next six months with the rollout with the vaccination and us obviously having a better handle on COVID, I would suspect that that delta would compress even further. And so I think the public market is going to go and meet the private market, not vice versa. And so trying to capitalize on that delta I think will dissipate too quickly. And so I don't know that that's necessarily a factor in our decision-making right now.

Okay, that's it for me. And thank you for your patience on the technological issues this morning.

Thank you. And our next question comes from Jenny Ma from BMO Capital Markets. Please go ahead. Your line is open.

Thank you. Good morning, everyone. Going back to Jackson Park, I'm just wondering, when you look at sort of a post-COVID view, I know, Philippe, you had mentioned in the past that a large proportion of your tenants were sort of college students. Do you expect that to change a bit given that you've referenced the return of midterm office or do you think that the tenant base is going to stay relatively unchanged versus pre-COVID?

It's a great question. I think first and foremost, it really depends on what opens up first. If they're both concurrent in nature where universities are opening up at the same time as employers are asking their employees to come back to the office, then I'd say it's probably going to be a good mix and we're going to see a similar a similar mix of tenants. But if one opens before the other, then I suspect that that's probably the first wave that's going to hit. But my expectation, candidly, is that once the situation in New York City and its obviously five boroughs normalizes, Jackson Park will probably lease up and stabilize faster than most properties. And the reason I say that is casting aside the quality of the construction and its location and proximity to the subway and obviously one stop away from Midtown, I think if anything COVID has taught us is the idea that somehow you want to stay in your 300, 400 square foot studio apartment and be content with that without access to a park or nearby walking trail, I think is moot. And I think people are putting a premium on that open space. And I know you remember this, but Jenny, there's a two acre park, a private park for Jackson Park, which quite honestly, no other property nearby has Certainly not in New York City, but there's not that many in Long Island City. And so I think that when tenants come back either to work or to study and value that open space and want to be outside and have that fresh air, I think that they're going to be flying in droves to Jackson Park.

Okay, great. So I guess in the interim, if you think students are going to be a reasonable driver, I guess the demand will probably return in the summer, hopefully. But in the interim, how are you balancing occupancy versus rent in Jackson Park? Because if you think there's sort of six to 12 months visibility on the demand coming back, are you willing to give a little bit on rent just to have these seats occupied? Or how are you thinking about that over the very short term?

It's a great question. I think the strategy lies in, obviously, without reducing rates, just using a strategic blend of concessions, but also of term maturity. And what I mean by that is being aggressive with the months of concession of free rent that is being offered, but also pushing the leases that historically have been 9 to 12 months, pushing the 15 to 24 months, and then spreading the concession along the term of the lease. And so I think that, um, I think, I think those are the levers that, um, that are going to be successful and are currently being in use.

Okay. So are you saying that you haven't had to move face rent much? Or is there any energy there too?

Right. That's exactly right. I think the, the, on a net effective basis, the rents have moved, but obviously as a virtue of concessions.

Okay, great. Um, Moving on to retail, I think, Pat, I didn't hear you. I'm not sure if I heard you correctly, but you mentioned that the Walmart lease at Dufferin Mall was renewed for 20 years. Is that correct?

Yeah, it was a blend and extend. They had some term left on it, but, yeah, we did a 20-year. It's a 20-year term now.

And you said that there was some rent steps involved as well?

Yeah, there's an initial rent step that kicks in in the spring, and then every three to four years there's rental bumps.

Can you give us a rough magnitude of that bump?

The first bump I mentioned was about 55%. It was a significant bump, and the bumps thereafter are also pretty significant.

Okay. Now, I guess, honey, that's not necessarily typical for a Walmart lease. Is it because of the virtue of the strength of that location in particular? Is that the case, or is it because it's been... I guess the first lease was signed a long time ago. Is that a mark to market? Like what's really driving this?

Yeah, no, it's reflective. It is reflective of the location, the strength of the location, the fact the market was under rent. It was a lease that was done a long time ago, and the market clearly has changed from what it was. And it was an early renewal, so it's like I said, it was really a blend and extend and – And as part of that deal, we got our development rights back to facilitate our redevelopment of the property.

Okay, great. I guess last question on that specific store. Does Walmart feel that the store size is appropriate for what it is, or is there any possibility down the road of expanding that store, or is it sort of the right size for that market?

I'd suggest to you that the store is a good size given what Walmart's footprint is today. It's Really, I don't think we'd even look to expand it. By expanding, we would diminish our ability to rent smaller shop space, which pays much higher rent. I think their footprint is what it is.

Okay. Well, I guess it seems like they think it's good for the next 20 years, so that's great. And then moving on to industrial, it looks like the first building of the Caledon development has been very successful. But I know in your commentary, you sort of reiterated that buildings two and three are still on hold. I guess just given what we know about the industrial market now and the success you've had with building one, what are you waiting for to change before developing? I mean, I recognize it's a lot easier to start and stop with industrial, but what What else do you need before you embark?

Absolutely nothing. We're just waiting for the winter. We don't need to have winter construction to pay for construction. So we are negotiating with someone for the larger building, and whether we land it or not, we're going to be proceeding after the winter.

Okay. And remind me the build time on that. Is that less than 12 months, or is it sort of in that 12 to 18 range?

It's in the 12-ish range.

Okay. Great. Thank you very much. I'll turn it back. Thanks.

Thank you. And our next question comes from Matt Cornack from National Bank Financial. Please go ahead. Your line is open.

Good morning, guys. I'm not sure what information you can provide, but I'm going to ask the question anyways, and it's a follow-up to Mario's line of questioning. Notwithstanding the ability of these segments to stand alone, do you anticipate that H&R, whatever the surviving entity is, would own a stake in each of these going forward?

So that's detail that we are not at the stage of answering, can't answer yet.

Okay, fair enough.

It's a fair question, but it's too early days. We're not there yet.

I guess, yeah, at the end of the day, it'll either be an asset management type structure or you could parse it off. But is there a single... Well, no, no.

You can't have an IPO versus a spin. You can spin it all. You're an IPO part of it. There's a lot of ways to do all these things.

And just from a fixed income standpoint, because we have been fielding some questions from them, there will be a surviving entity large enough to sustain the unsecured debt that's currently outstanding? Absolutely. Absolutely. And then on the retail front, Pat, there was some positive on the leasing of space that was subject to CCAA. It sounds like it was 35,000 square feet on 100,000 square feet. What is the nature of those tenancies? And you provided some leases in your commentary. Would some of that have been on previously occupied space by guys that went into CCAA?

Yeah, you know, one of the deals, Structube went into a Pier 1 at Stone Road Mall. We backfilled a lot of the David's Tea. I wouldn't say there's no fashion deals replacing these right now. The fashion guys are pretty much not doing anything at the moment, although there's discussions from them for doing deals next year. So it's a lot of the smaller space. Moving forward, do we have two more Pier 1s that we're negotiating LOIs on right now? That would be the end of our Pier 1s. We'd have gotten rid of all three at that point. Just in terms of the CCAA space, there is quite a bit of activity and discussion. It really started up in the last few weeks for a number of our better malls that really were the brunt of the impact of the CCAA filings. Again, for instance, at Richard Park, we've got active discussions with about six deals right now to fill space. So it's good to see some positive momentum on the leasing side.

Sure. And are any of these new tenants to Canada, new to your portfolio, or are they all kind of existing guys that you've dealt with across the portfolio already?

Nothing new to Canada. Not right now. I've heard stories of some brands looking at coming to Canada and opening, but not right now in our portfolio. We're just doing domestic buyers.

And your commentary around sort of the e-commerce play and enclosed malls was interesting. Is Is the structuring of the malls and the loading docks, et cetera, is it suited to provide that? And just what, if anything, do you need to do to the malls to make it a better sort of place to either take in returns or send out products?

I'd suggest, you know, it's still a bit early days in terms of what we're doing, but there's a lot of technology that's out there. One of the big One of the big issues was really dealing with real-time inventory and for customers, consumers to be able to source inventory that's actually available in the shopping center, and that seems to have been something that's been overcome now, according to people we've talked to. The beauty of an enclosed shopping center is, as you know, they're really, really flexible. We can kind of move things around and create space at a fairly, it's not, I wouldn't say easy, but it's it's very doable to recreate certain areas where need be. Not exactly sure what our net needs will be going forward. Clearly, we want to continue with curbside pickup, but the buy online, pick up in store model and such forth is something we're really going to push along.

Okay, that makes sense. On the residential side, and I guess it's a two-pronged question, With regards to the projects like the Pearl, Hercules, Nightingale shoreline, there's some question as to whether those are sold off or purchased at some point. Interested in your thoughts there. And then on the Canadian residential offering or opportunity, when we think of that as a silo, is Landtower an exclusively U.S. operation and those residential suites would stay with the asset class that they're going to be built on top?

So I'll answer the latter question. We don't have visibility to that. As you know, we have quite a number of projects that fit the bill. 145 Wellington, Front Street, 55 Young and our large joint venture on the Tillis Tower in Burnaby. And then there's Dufferin Mall. So we don't have the answer to what bucket it would work or how it would work because it's going to be mixed use between office and residential. Early days on that. As far as the Canadian bucket of Landtower at this stage of the game, Landtower doesn't have to be exclusive. The U.S. can be, but there's too many questions as to Landtower and where it goes as to be able to answer that question in the future as to which bucket to place these things, because quite frankly, they're a ways off. The first project wouldn't be ready probably for shelving the ground at the earliest, I would say, a year and a half, two years. So it's early days.

That makes sense.

Yeah, Matt, and as it relates to your first question, I think just like any other asset in our portfolio, we have an evaluation internally of what we think is the fair market value of the asset. In the case of those developments, when they stabilize or before stabilization, but upon that review, if the market, which is what I suspect is going to happen, and I think that's what you're trying to get to, I suspect that the market, given the frothiness for U.S. multifamily, especially given the quality of that construction and its locations, I suspect the market's going to value those assets more than we do internally. And so if I was a betting man, I would say we'll probably end up selling those assets at a very, very low cap rate and quickly redeploying that capital into more creative investments, such as what we just discussed earlier today on the call.

Okay, that makes sense. And then last one on Jersey City, just wondering if you plan on developing that on your own or if you'd bring in a partner, if you've got any ideas as to what's going to go on there. I know it's probably going to be a few years out, but just interested.

So it's a mixed-use development. It can be a mixed-use development. It can be zoned off for a residential or we can actually put commercial and we can actually put lab space, which is very much in vogue today. Right now, we're marketing it to users for both the lab space, the technology, that's life sciences, that's very much in vogue, and we'll see what we land there. And that'll follow with residential. But from a residential perspective, we're basically, I would say 2021 is a year on hold because I would say overall, if you look at a good example, Matt Calley, which is one of the largest residential developers in that area, you're probably seeing rents, occupancies rather trend 80 to 85%. So this is a post-COVID story. Therefore, we're not in a rush to put the shovel in the ground. Ultimately, it'll be great. It is one of the spectacular sites that you can't really repeat, but it has a good affordability as a mixed-use development. So mixed-use development really entail bringing in either a partner or who has experience in that sector or landing a major tenant, which we're out currently marketing it for. So whatever comes first is really going to be the answer, and residential, my guess, will follow because it's going to have to wait until Jersey City recovers from the pandemic.

Sure. Thanks for the color. Looking forward to more news on the spin-outs, although that just means a lot more work for us. But all good. Take care, guys. Thanks.

Thank you. And our next question comes from Matt Logan from RBC Capital. Please go ahead. Your line is open.

Thank you and good morning. There's a lot of opportunity across your business. And when you take a step back and think about the 30,000-foot view, can you give us a sense for what your top three priorities are for 2021?

Yeah, I can give you the top two pretty easily. The top two, not in that order, not necessarily in that order, is Pimaris and the bow. That's definitely within the top three. Then the third one, I think what I'd really love to see is get everybody getting a vaccine and moving on in life and opening up. Those are the top two. I'm looking forward to getting River Landing. We have a lot of action on the office space. What you're reading in the newspapers is actually true. They're flooding to people moving to Miami in droves. And we've had more showings of people landing on office than we've ever seen before. So I'm very encouraged. I think we'll land our first tenant finally. It's been dragging on because of the pandemic. Probably within the next six days, I'm very much certain we will. And thereafter, we have actually more users than we have space for. which is interesting to see. Miami is a small tenant market, not a large tenant market. And all of a sudden, with the pandemic, it turned into a large tenant market. And we have one of the, we have a 40,000 square floor plate, which is unusual in the market. So I'm looking forward to actually destabilizing River Landing a lot sooner than I would have thought. I'm looking forward to actually signing our restaurant leases and having space open again. So I'd say Primaris and the Bo are definitely ranking high up there for 2021. finishing off River Landing and some of our other developments, and basically just a general recovery.

Great recovery and certainly positive news on River Landing. Was that, did you say six days or 60, six years? 60, 60 days.

I'm being conservative. I can't imagine the last season I won.

And when we think about the stabilization of that project as a whole, is that really more of an H2 project? you know, event, or could that come a little bit sooner?

Is it an age? I couldn't hear. Is it at a what event?

Is it a second half of 2021 event?

Well, no. Well, it depends on the terms of the relationship. As Philippe mentioned, we're leasing at a conservatively 30, but we've been high as 40, 30 to 40 units a week. So we initially thought that it was going to be a two-year lease up from now. You're probably going to finish this within 18 months, so that's going to happen sooner rather than later. The retail is basically 80% there, so we're just waiting for the market to subside so we can actually fill up the balance of the restaurant space, which we haven't done. But the office space, I would say the earliest is going to be the end of the year before I have the leaseholds built up and the tenants paying rent. That's realistically speaking, once we clear the committee approval within the next little short while, even on the first tenant, it's not going to happen before the end of the year. So stabilization from a realistic perspective is probably, I would say, 16 months, 15 months from now. Stabilization meaning basically fully lease up.

And maybe just changing gears to capital allocation, could you give us a sense for maybe your acquisition disposition targets for 2021?

Probably not. I think to start at the residential, so Philippe did mention all of the properties that we have with our joint venture partners who are building in the markets of Seattle, Los Angeles, San Francisco, etc. That can be geared for sale, and that's something that my guess is, as Philippe did allude to and clarify, it's probably too expensive for us to buy, because I think the caps are going to be very, very low, and they're on the 4-inch range, so that's not accretive enough for us. So that'll be a disposition. I think as far as industrial goes, there'll be no dispositions. As far as office goes, I think the world, we obviously have some target office buildings that we want to sell, but I don't necessarily think that 2021 is the right year to do that until there is some light at the end of the office recovery tunnel, even though we have long-term leases, quite frankly. So our assets can wait and be sold if we want to sell later on to generate cash. So I can't give you clarity on what assets are going to be sold and when. We're looking at it. When the time is right, we will do so. But I don't think the time is right now in those sectors. So I regretfully can't give you a clarity. The pandemic has really caused too much uncertainty as to what the timing is as to sell assets and aim at the purchase assets. From a purchase perspective, I don't think Canada affords much – much opportunity. I think the opportunities everyone's waiting for is distress, and distress is only going to happen in certain key markets like New York City. They're not going to happen in Austin or Dallas or, quite frankly, any other target markets, and they won't happen in Canada for any of the assets we want to buy. So bottom line is Canada is going to be very challenged to go ahead and buy creatively in Canada. I think we will be able to purchase things in the United States, but I think it's more balance sheet management for 2021 and opportunistically sale if the market opens up.

Well, that's good, Colin. I appreciate all the comments. I'll turn the call back. Thank you.

Thank you. And that concludes our questions. I will now turn the call back to Tom Hofstetter for closing remarks.

Thanks, everyone. Stay healthy, stay well, and hopefully next quarter there will be vaccines. Thank you. Have a good weekend.

Bye. Thank you for joining us today, ladies and gentlemen. This concludes our call, and you may now disconnect.