Primaris Real Estate Investment Trust

Good morning and welcome to Primaris REIT's first quarter 2025 results conference call. At this time, all lines have been placed on mute. After the prepared remarks, there will be a question and answer session. You may ask one question and a follow-up, at which point you may return to the queue. I will now turn the call over to Claire Mahaney, Vice President in VISTA Relations and ESG. Please go ahead.

Thank you, Operator. During this call, management of Primaris REITs may make statements containing forward-looking information within the meaning of applicable securities legislation. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Primaris REITs control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Additional information about these assumptions, risks, and uncertainties are contained in Primaris REIT's filings with securities regulators. These filings are also available on our website at www.primarisreit.com. I'll now turn the call over to Alex Avery, Primaris' Chief Executive Officer. Good morning.

Thanks for joining Primaris REIT's first quarter 2025 conference call. Joining me today are Pat Sullivan, President and Chief Operating Officer, Greg DeVleur, CFO, Leslie Bust, SVP Finance, Morty Bobrowski, SVP General Counsel, Graham Proctor, SVP Asset Management, and Claire Mahaney, VP IR and ESG. It is very satisfying to deliver continued strong results in the face of a lot of uncertainty, including strong same property NOI growth and substantial FFO per unit growth. We continue to exercise disciplined capital allocation recycling capital from strategic dispositions and retained free cash flow into both strategic acquisitions and unit repurchases. The benefits to unit holders of this capital discipline, combined with the portfolio impacts of strategic capital recycling, can be most easily observed through a few key metrics. First, tenant sales per square foot in our portfolio has increased nearly 60% from $482 per square foot at the time of our spin-out to an all-time high of $768 per square foot today. Secondly, aggregate CRU sales across our portfolio over the same timeframe has grown from $800 million to $3 billion. Thirdly, our average aggregate CRU sales per mall has more than doubled from $58 million per mall to $124 million per mall since December 31st, 2021 through today. And fourth, Our 90-day average daily trading volume in dollar terms has increased 100% from a year ago, from $3 million to $6 million per day. These four metrics speak directly to our strategic objective of becoming the first call for retailers in Canada and delivering tangible progress on our strategy for Unicomers. We expect to continue to be able to make this kind of strategic progress, taking all of these metrics significantly higher over the next few years through continued additions to our portfolio and deployment of Primaris' strong management platform capabilities. We are now strategically important landlords to all of the most important retailers in Canada and materially more important to each of these retailers than we were three years ago. The fact that Primaris has been able to deliver these remarkable strategic portfolio transformation improvements while simultaneously delivering sector leading growth in per unit FFO Maintaining the lowest debt EBITDA and FFO payout ratio amongst our peers is only possible because of the deep cyclical downturn for enclosed malls that began a decade ago and culminated in the dramatic bottoming during the pandemic of 2020 and 2021. The strong recovery of Canadian mall fundamentals witnessed since 2021 is still in its early stages with very attractive supply and demand fundamentals and malls continuing to trade at very deep discounts to replacement costs. With limited investment capital competition for the ownership of large enclosed malls in Canada continuing today, we believe we may be able to continue to acquire market-leading Canadian malls and deliver significant further improvement in the quality of our business over the next few years. The changes we have already achieved in our portfolio composition are designed to deliver higher SANE property NOI growth driving NAV per unit growth and FFO per unit growth and ultimately delivering consistent annual distribution per unit growth. On January 31st, we completed the $585 million acquisition of Oshawa Centre in Oshawa, Ontario and a 50% interest in Southgate Centre in Edmonton, Alberta. Southgate is a top 10 Canadian mall in sales per square foot and Oshawa Centre offers remarkable opportunity for growth in operating income and value surfacing. We also sold $170 million of non-core shopping centers that did not meet our target mall criteria. A portion of the disposition proceeds were allocated to our NCIB program, where we purchased more stock in the first quarter of 2025 than we did in all of 2024. Discussions are ongoing on several additional acquisitions and dispositions. We have capacity for significantly more than $2 billion of acquisitions and require no financing conditions on our deals. Primaris' profile as a well-capitalized and credible counterparty is a real differentiator in what is currently a challenging transaction market for large assets. I'll now turn the call over to Pat to discuss operating and leasing results, followed by Rags, who will discuss our financial results.

Thank you, Alex. Our shopping center portfolio continues to perform very well in 2025 with NOI growth coming from strong rental revenue growth, rising occupancy and rising operating cost recoveries. Since June of last year, Primaris has transacted on approximately 1.2B of real estate, driving our portfolio quality significantly higher with same source sales productivity now totaling $768 per square foot. We are very quickly moving toward our ambition of becoming the first call for retailers looking to grow and expand their footprint in Canada. Our same property cash NOI was up 9.4% for the quarter compared to Q1 2024, which included same property shopping center cash NOI growth of 10.2% over 2024. The primary drivers were higher rents resulting from higher occupancy step up rents and conversion of leases from variable to standard net leases, as well as higher percentage rent and prior year tax refunds. Recovery ratios for the quarter were 78.1%, 3.3% higher as compared to Q1 last year, and consistent with the guidance we provided at the investor day in September of last year. For context, every 1% increase in CAM and tax we recover equates to approximately 2 million annually. This number directly impacts the bottom line. Despite recent volatility in the markets and negative headlines, the underlying fundamentals for our shopping centers continue to be supported both by low retail supply, strong tenant sales, population growth, and continued tenant demand for quality space as well as our national full service platform and team. Portfolio in place occupancy was 93.2% up 1.2% and committed occupancy was 94.2%, which is relatively flat compared to Q1 last year. This is due to the addition of acquisitions that have elevated vacancy rates. Our same property shopping center in place occupancy grew 2.2% to 93.6% in Q1 versus Q1 last year driven by significant reduction in vacancy at Halifax Shopping Center, Lansdowne, High Street, Medicine Hat, Sudbury and Sunridge. Given the nature of the shopping center business, there's an element of seasonality and occupancy when looking at fourth quarter versus first quarter. Fourth quarter occupancy is typically higher as a result of seasonal tenants, and this can be seen in the approximate 1% decline in short-term leases occupancy from Q4 to Q1. The majority of this space transitions to vacant in-place for Q1, which is the period when re-merchandising with new tenants occur. We are targeting 96% in-place occupancy, and we expect to achieve this target over the next 24 months given our strong pipeline of leasing activity excluding the impact of potential HBC store closures. We do not anticipate the impact of our ability to execute new lease transactions or increase rents on renewal as a result of the HBC store closure based on our experience with both Target and Sears closures. Leasing activity remained strong during the quarter with 70 leases renewed at spreads of 7.8%. In addition, we completed 24 new deals encompassing 62,000 square feet during the quarter. During the first quarter, approximately 100,000 square feet of large format tenants opened. Over the next 12 months, we have approximately 185,000 square feet of large format and exterior tenants opening and have approximately 140,000 square feet of large format and exterior tenants that are in the final stages of negotiation. As we highlighted in our disclosures, Comarch filed for credit protection in January. Primaris had 36 stores operating under the banners of Bootlegger, Clio, and Rickey's within the Primaris portfolio. The majority of Comarch leases were gross rent-only leases, and we intentionally maintained Comarch's weighted average lease term at one year to enable flexibility in releasing the Comarch space. Initially, Comarch had intended to close all stores. However, various purchasers have stepped forward for certain locations. We anticipate that we will retain 25 stores all of which remain on variable lease rent structures with short term. Our intention is to replace these stores over time. Some of these stores that have closed are at various stages of being replaced, with one new lease being completed at a base rent of $35 per square foot compared to the average base rent of negative $2 per square foot that Comarch paid. As we highlighted during our Investor Day on September 24th, Primaris implements risk mitigation strategies for higher risk tenants. Our tenant watch list is very short. As tenants report their sales to us on a monthly basis, we have good insight into their individual store performance, allowing us to make informed decisions on tenant renewals, expansions, and non-renewals or terminations. Same property, same store sales productivity has grown to $768 per square foot as at Q1 versus $677 per square foot for the portfolio as at Q1 2024. Our sales productivity numbers continue to grow as a result of strong tenant performance and our acquisition strategy of acquiring leading shopping centres in growing markets. Having said that, our primary focus remains on driving occupancy and NOI higher, not on undertaking actions simply to drive the reported mall's productivity figure higher. Over the long run, we anticipate sales growth at our properties will occur due to the strong fundamentals in the enclosed shopping centre industry due to a 30-year low in per capita and closed mall square footage in Canada, coupled with population growth. And last but not least was the March 7th announcement that Canada's final conventional department store, the Hudson Bay Company, had commenced proceedings under CCAA. Primaris Reid has been preparing for the departure of HBC over 15 years as its department store appears downsized and ceased operations, including Zellers, Target and Sears. This departure will enable future value creation for our stakeholders paving the way for optimal use of space that better reflects the evolving needs and desires of the growing communities. HBC is Primaris' 14th largest tenant by annualized minimum rent or $4.5 million in net rent. There are nine locations in our portfolio totalling approximately 1 million square feet, excluding a shadow anchor at Devonshire Mall in Windsor, Ontario that is owned in an unrelated HBC joint venture. The average base rent paid by the nine HPC locations is $4.33 per square foot. As has been publicly reported, all HPC locations in Primera's portfolio have commenced liquidation and are not expected to continue operations beyond June 30, 2025. As a result of declining operating performance, significant deferred capital maintenance, and a very limited customer foot traffic drop, We are very confident that the departure of HBC's tenancy will be beneficial to the REIT over the medium term and we see significant upside in the longer term. We have updated our longstanding retenanting, redevelopment and repurposing plans in relation to each of the locations with significant analysis and evaluation of alternatives. As a result, we are ready to act at first opportunity. Based on our analysis to date, and as a general statement, we estimate it will cost approximately $25 to $30 million to demise an HPC box, and approximately $8 to $9 million to demolish, including all site works. Where a single tenant takes an HPC box, the cost of primaries could be as little as 12 months of free rent. While it is too early to have good visibility into the outcomes for each of our locations, we are currently estimating a total HPC related spend of $125 to $150 million over the next few years. Furthermore, we expect yields on this invested capital between 7% and 12% or more, or a lower 3% to 9% when including only the incremental NOI beyond the foregone HPC rent. These estimates don't factor in the qualitative benefits to our shopping center. The halo effect on sales and rents from tenants adjacent to former HPC locations that are reinvigorated with new retailers, nor the impact on cap rates and valuations for a property that replaces questionable tendencies with new, stronger retailers. There is strong tenant demand for our HBC boxes and we are in discussions with grocers, sporting goods, and other high quality, large format retailers. There are opportunities where tenants are considering the entire box, others will be subdivided, and a handful will likely be demolished. Assuming all leases are disclaimed, we anticipate that over time the sites will be fully optimized with the removal of site restrictions, enabling redevelopment, improved traffic flow, better site lines, financially stronger and more relevant tenants, contributing to an enhanced merchandise mix, and the opportunity to sever and sell excess land for its highest and best use. We continue to closely monitor HBC's CCAA process, and at this point, we cannot give location-specific information, When anticipate on our second quarter call at the end of July, we will be in a position to further disclose details. To conclude, it is a very exciting time to be in the mall business. Primaris Business continues to perform very well, and we are very well positioned to capture continued growth within our malls. And with that, I'll turn the call over to Rags to discuss our financial results.

Thank you, Pat, and good morning, everyone. Our operating and financial results for the quarter continue to remain very strong. We are seeing very strong NOI growth from our portfolio, specifically the acquisition properties, and our many operating metrics are continuing to improve. Our business is reaching critical mass, as can be seen in our G&A as a percentage of rental revenue, which has begun to stabilize. For the quarter, FFO per diluted unit was 43.9 cents as compared to 38.8 cents for the same quarter last year. Despite higher interest costs and increased unit count as a result of high-quality, accretive acquisitions completed over the last 12 months and strong same-property growth, FFO per unit was up 13.3%. Our average net debt to adjusted EBITDA was 5.7 times and within our range of 46 times. As a reminder, this range forms part of our executive compensation structure with a top end of the range of six times. At the end of March, Primaris entered into and borrowed on $100 million unsecured bilateral non-revolving term facility, maturing June 4, 2028, with a one-year extension at Primaris' option. The proceeds of the drawdown was used to repay debt on the unsecured syndicated revolving term facility and for general trust purposes. Concurrently, Primaris entered into an interest rate swap for $50 million and an effective all-in rate of 3.96%. Prior to quarter end, we repaid $133.1 million of the maturing Series B debentures. $100 million of this repayment was pre-funded by a maturing term deposit which was placed in August 2024 with a portion of the proceeds coming from the issuance of the $500 million Series E and Series F senior unsecured debentures. Primaris weighted average interest rate and term to maturity on total debt is 5.2% and 4.2 years, respectively. With unencumbered assets of $4 billion, $650 million in liquidity, and no debt maturing until 2027, we have eliminated refinancing risk in the medium term and have access to significant liquidity. During the quarter, we closed on the sale of Sherwood Park Mall and the Professional Center in Edmonton, Alberta for $107 million, and St. Albert Center, also in Edmonton, Alberta, for $60 million, both in line with our IFRS fair value. These dispositions, in addition, to our $352 million in assets held for sale pool align to our strategy to focus on owning a growing, high-quality portfolio of leading enclosed shopping centers in Canada. Primaris has been in the market repurchasing units since March 9, 2022, under the NCIP. As at quarter end, we have purchased for cancellation 11.5 million units at an average value per unit of $14.09 or an approximate 34.2% discount to NAV of 2140. Repurchases under the program in 2025 have already exceeded all repurchases completed in 2024. This program is very accretive to unit holders. Given our strong results to date and the confidence and the strength of our business, We are reaffirming our 2025 guidance, other than guidance for occupancy, which will drop approximately 7%, assuming HPC disclaims all nine leases. We removed six months of rental income for HPC for the back half of the year and do not anticipate any significant cap-ex spend with respect to the HPC boxes in 2025 due to the timing of the CCAA process. We anticipate same properties cash NOI growth to remain in the range of 3 to 4%, and FFO per unit diluted to remain in the range of $1.70 to $1.75 per unit. Our guidance includes the impact of HBC, as previously stated, the acquisitions of Oshawa Center, from Southgate Center, and approximately 300 million of dispositions throughout the year. No additional acquisitions are incorporated into the guidance. Further details of our 2025 guidance can be found in Section 4 of the MD&A, titled Current Business Environment and Outlook. Overall, we are very pleased with our results for the first quarter and are optimistic of the outlook in 2025 and beyond. Maintaining a conservative financial model and generating free cash flow after distributions and operating capital as a core focus, which we will not deviate from. And with that, I'll turn the call back to Alan.

Thank you, Reds. 2025 is off to a very exciting start. There are four key takeaways from this quarter. First, at the beginning of the call, I reviewed our progress on the dramatic changes achieved against our strategic portfolio objectives. Second, Pat has highlighted the sustained leasing strength we are seeing in our portfolio. Third, Rags detailed the strength and impact of our differentiated financial model on our business. And lastly, Rags also reiterated our substantially unchanged operating and financial guidance, reflecting the net impacts of headwinds and tailwinds we are seeing across our business. Our portfolio is performing very well with significant further runway as rising occupancy and recovery ratios drive NOI and FFO growth. The properties we have added to our portfolio over the past few years are enhancing our internal growth profile and increasing our relevance with retailers. We expect to see more capital recycling materialize in 2025, providing more capital for further acquisitions. Underpinning our 2025 financial guidance is our expectation for more of what we saw in 2024. Strong internal growth, highly impactful capital recycling, a significant improvement in the trading volume of our units, and a growth across all of our key metrics. In conclusion, we were very pleased with how our business is performing and are excited about the future of Primaris. We'd now be pleased to answer any questions from the call participants. Operator, please open the line for questions.

Thank you. If you would like to ask a question during this time, simply press star followed by the number one on your telephone keypad. If you would like to withdraw your question, press star followed by the number two. You may ask one question and a follow up, at which point you may return to the queue. We'll pause here for just a moment to compile the QA roster. Your first question will go to the line of Sumaya Syed with CIBC. Your line is open.

Thanks, good morning. Thanks for all the color around the HPC departure. Just kind of on that tone, what implications do you see their departure having on the M&A side of things and how could it change how pension funds are thinking about their remaining small assets?

Good morning, Sumaya. Yeah, it's an interesting question. I mean, I think just to point to the most recent three transactions gallery de la capital southgate and oshawa all three were acquired in the last six six seven months all three had hbcs and they were definitely a significant area of focus as we underwrote those properties and we heavily heavily heavily discounted any rent that was coming from hbc we didn't know when it was going to happen but it was very clear that HBC was not a long term tenancy. So I guess from our perspective, not a whole lot has changed in terms of the HBC. We anticipated that there would be a need to deal with HBC boxes. And most of the top malls in the country have HBCs, which is a reality of our acquisition growth strategy. From a vendor perspective, I think it's also something that's been on their mind. It's definitely something that we have to model out and think about, but I think putting HPC in context is important. If you think back to a decade ago, malls were experiencing peak 97% occupancy, peak retailer demand and valued at cyclically high valuations, record low cap rates. And against this backdrop, Target declared bankruptcy in a surprise move. That was, you know, less than two years after they entered Canada in a, you know, sort of kick the door down style. It was a pretty bold entrance into Canada. There were lots of other retailers, you know, bursting into Canada at the time. You know, HPC is not Target. It's not Sears. HBC has been slowly dying for years. The occupancy in our portfolio has been rising for the past few years pretty steadily, but it remains in the low 90s, not the 97% it was a decade ago. HBC is a smaller tenant exposure, and we have the recent experience of dealing with both Target and Sears boxes. We have the benefit of years of advanced planning, and in terms of the public markets dynamics, You know, malls were sort of top of the pecking order a decade ago. Pricing was, you know, robust, pretty peak pricing, record low cap rates. The mall REITs were trading at record high multiples. Today, you know, investors remain skeptical of malls. Primaris trades at an implied double digit cap rate. And, you know, today we have a pristine balance sheet. Our modeling shows the debt to EBITDA remaining below six times, even factoring in the departure of HBCU. So it's definitely something that plays into our acquisitions, dispositions, transactions in the market, but none of this is remotely surprising. And I think to the extent that you were buying or selling a ball in the last two or three years and you didn't spend a lot of time thinking about HPC, you probably weren't being very diligent.

Right, and then I guess in the same vein, it's a bit early, but what are you hearing from other tenants or expect to hear on the co-tenancy side? I mean, you brought up targeting. Remind us how those clauses played out following Target's departure, and would you expect a similar outcome this time around?

Maya, yeah, it's a bit early to talk about that. The clauses are all unique to the particular tenant in the mall. They often have certain triggers that have to be met. There might be a sales reduction. It might not solely be HBC leaving. And then the way it played out when we dealt with Target and Sears is when you have a portfolio as large as ours, there's things that the tenants want in other properties because we have multiple locations with all these tenants. So there tends to be some negotiation that goes on that ends up settling the co-tenancy clauses and they actually never get triggered. So we're optimistic that we'll come through it relatively unscathed.

Thank you. Your next question comes from the line of Mario Sarek with Scotiabank. Your line is open.

Yeah, good morning. Just maybe sticking to the $125 to $150 million of projected CapEx or capital required to deal with it.

uh does that the 25 to 30 million per box does that assume the space is just taking being taken by one tenant or does it assume kind of a subdivision of the space amongst several times hi mario good morning uh that would assume subdivision of the space in some cases demolition uh perhaps even back to the just the slab and the studs of the pro of the of the space itself most of these buildings are very aged they have mechanical and electrical systems that you can't even find parts for anymore. So there will be substantial demolition and just a rebuild. And really, if there's one tenant taking the whole space, the cost would probably be substantially less. But we don't anticipate many of these spaces will be taken by one tenant only.

Okay. And does the $125 to $150 million include any expected From the sale of ultimate residential land.

No, we haven't factored that in yet right now. It's kind of a high level speculative number. We have pretty good feel for who the tenants are that will replace the bay, but we haven't progressed discussions with them. And I suspect once the stores are formally formally disclaimed, we'll have other options that present themselves to us. So. We'll see what happens, but we haven't factored in any of the residential opportunity that might come from the removal of their restrictions on the site.

Thank you. Your next question comes from the line of Lauren Calmar with Desjardins. Lauren, your line is open.

Thanks. I guess I'll stay on theme here with the HBCU side of things. Can you just remind us How will the cost that HBC was paying be reallocated to the other tenants and will there be any significant impact to recovery ratios?

Hi, Lauren. Good morning. So the taxes are going to be a non-recoverable expense to the landlord. The common area contribution that was coming from HBC will be reallocated to the CRU. I guess the fortunate part is this happened early enough the year that we can manage our expenses and try to absorb the cost within our current CAM estimate for the year so the tenants don't get hit with an extra burden. But yeah, we can reallocate the CAM. I don't expect it to have any impact on our recovery ratios.

Okay, that's very helpful. And then just last quick one. You guys kept same property and OI guidance, obviously had a pretty solid print this quarter. Does that sort of imply you guys are expecting to do 1% to 2% quarter over the balance of the year? Yes.

Thank you. Your next question comes from the line of Matt Carnack with National Bank Financial. Your line is open.

good morning guys um just just quickly on the property tax recovery that you had uh this quarter from a prior year prior years uh was that originally anticipated in the guidance or would that be some of the potential offset to the bay and then also from uh from a bad debt standpoint how are you uh accounting for the the bay in this quarter i think there was a larger bad debt charge yeah so the um

property tax rebate. So we did anticipate some amount. We tend to heavily discount it when we put it into our into our forecast because these things can really move around. And until it's sort of certain and we have the minutes of settlement from the city, we don't typically put a huge amount of weight on it. So we try to be be careful. So there was some amount included in the in the forecast. other guidance and, you know, once the numbers got pinned down, then obviously it showed up. What was the other question that was about? Oh, bad debt. Yeah, so HVC, all receivables that were included in the NPNL up until March 31st was provided for, was written off.

So we don't anticipate any recovery. Anyway, just quickly on consumer sentiment and what you're seeing from a leasing standpoint for the rest of your tenant base outside of HBC. Obviously, we're in a tough economic time here. started to materialize at all in terms of what tenants are saying or thinking. It doesn't sound like it, but interested in any color there.

Hey, Matt. No, we haven't seen any change in tenant behavior or tenant demand for opening stores. There's international retailers looking at Canada like Uniqlo. There's American tenants looking to expand to Canada like Victoria Secrets. Bath and Body Works is looking at expansions. And Canadians are very active as well, so no slow down sales in March just to give everyone kind of an update. We're very strong, which was I gotta admit a little bit surprising, but they were they were strong. We were up 3% overall in the month with two malls that you might not have expected being one of our leaders, which was Oshawa and Windsor, Devonshire and Oshawa. So people are still out shopping and that's got the retailer still optimistic and wanting to open stores.

Thank you. Your next question comes from the line of Pam A. Burr with RBC. Your line is open.

Thanks. Good morning. Just maybe coming back to the disposition commentary and your remarks, can you maybe just talk about what sort of appetite you're seeing in the market, how that's changed at all, given the current state of the bigger picture on the macro front and maybe a slower economy?

We haven't really seen any change in the tone of the market. I have sort of talked to lenders. We really don't play a lot in the secure debt space, but there's a lot of capital out there, and I think the banks have a lot of capital. Their underwriting may have gotten a little stricter, We're not hearing any issues as far as purchasers securing financing, which at the end of the day is the main driver as you're dealing with privates who do rely on leverage. So at this point, we're not seeing any issues on pricing or deal velocity. If this uncertainty continues and the banks adjust the, their access to capital, then obviously it'll have an impact. But today we're not seeing it.

Got it. Just coming back to the HBC commentary, based on your comments, it sounds like that none of your leases are perhaps part of any of the possible acquisition discussions. So maybe if you just confirm that and then Secondly, do you expect any of this space based on the tenants that you are talking to to potentially be released in income producing maybe by next year or late next year?

Yeah, I think I'm highly skeptical someone's going to buy any of our leases. I mean, we have use clauses that are pretty clear on operating a department store and we have operating covenants that require them to operate So, if somebody does want to take the leases, they're going to have to start paying us rent from day one with no landlord help. We won't be upgrading any of the store. That will be all on them to deal with. So I'm very skeptical anyone will buy it, but if they do, they can start paying us rent right away. Other than that, there is a potential we could see income from stores towards the latter part of next year. if there happens to be deals concluded where there is one single tenant taking the box. Otherwise, we're looking 24 to 36 months out if we're subdividing.

Thank you. Your next question comes from the line of Mark Rothschild with Canaccord. Your line is open.

Thanks, Anne. Good morning. Alex, you spent a couple minutes in your comments talking about the opportunity to buy malls. in Canada, and it doesn't appear to be a ton of competition for the types of malls that you want to buy. But it does require generally issuing some equity, whether it's to vendors or in some other form. With the units trading where they are, and you have been buying back some stock, does the attitude of issuing equity to vendors change at all, or is the opportunity and the price is so attractive that it's worth it and accretive even at this cost of capital?

Thanks, Mark. You know, I would say that the opportunity to buy malls from pension plans remains as big as it has been since we were spun out. The engagement that we're getting from pension plans, who are the primary vendors, is larger now, I think today. And I think a big part of that is just our demonstrated ability to transact and the evolving nature of our business. I talked a lot about our CRU per mall, the total CRU, our role in the market. All of those things, I think, are making us a more attractive buyer for those properties. And I think the vendors are getting much more comfortable with the proposition of taking equity in Primaris. And a lot of these pension plans are you know, longer thinkers, they see the value of these shopping centers, they know that the fundamentals are recovering. And so I, you know, where our units trade is definitely a factor that, you know, influences the decision making of the vendors. But I would also say that, you know, they're also looking at it and saying, like, we know that there's lots of value in our malls, their malls in Primaris' malls and the proposition of getting significant liquidity through our deal structure and also being able to participate in the continued recovery of the mall sector seems to be gaining traction with the vendors.

So you answered the question explaining why it would make a lot of sense to be attractive for the vendors. My question is more for Primaris issue of equity.

Well, so just to go back to how we underwrite the deals, we look at the mall value them on the same basis that our existing portfolio is valued. We actually rank all of the malls and we slot the proposed acquisitions into the hierarchy of our mall portfolio. And then we establish what we believe pricing is based on a nav for nav basis and then we structure the deal such that on the basis that we're issuing equity at nav these uh these transactions are you know appropriately priced and so um you know from our perspective we're issuing equity at nav and uh the fact that we can do that while simultaneously buying back stock at a 30 40 percent discount to nav um you know as evidence supports we buy back stock every day in the market and uh you know i think the portfolio the results that we've been delivering in terms of the evolving nature of our business um you know it's really working for primaris so i i don't uh i'm not really um too fussed about uh you know the question about whether we should be issuing equity. We're issuing equity at NAB and we're improving the nature of our business. So we're pretty comfortable continuing on the path that we're on and we really like the direction that the business is moving in and also the direction that the stock is moving in, notwithstanding the last couple of months, which are you know, Tariffs and HVC and Comarch. Last year we were the top performing read on the TSX Capped Read Index. And since the spin out, we've been the top performing read on the TSX Capped Read Index.

Thank you. Your next question comes from the line of Sam Damiani with TD Securities. Your line is open.

Ricks, Thanks good morning everyone and I apologize I logged in a bit late so hopefully these questions weren't weren't. Ricks, Just on the the comment earlier, I think, in response to lauren's question in terms of the same property and why do the balance of meaning three quarters of the year, looking to average 2% or less. versus 6% adjusted in Q1. What would be the reason for the remaining quarters of this year to come out, come in with such a lower same property and wide growth?

Yeah, you know, we're still looking at the overall 3% to 4%. It's really touch and bake. I mean, obviously, that's going to have a bit of an impact. Yeah, otherwise, excluding the HPC, the numbers are tracking very strong. It's actually slightly ahead of expectations. So it's really an impact of HPC for the second half of the year.

And the leases have not yet been disclaimed. And so the expectation is once we have leases disclaimed, we're hoping all of them are disclaimed. we will get 30 days more rent. So in Q2, we would expect at least two of the three months rent from HBC. So really the impact is expected to be more concentrated in Q3 and Q4, but we don't have visibility into when those leases might be disclaimed and what we're going to do with them once we have control of those leases.

And the other thing, Sam, is the growth in NOI and same property growth, while they're correlated, they're not exactly correlated because acquisitions do not show up in same property growth numbers. So the fact that we're driving very strong growth on the recent acquisitions does not flow through same property growth because we didn't have them for two comparable periods. So, you know, given the big shift in the portfolio and the growth, you're just missing that impact. The actual growth is stronger if you follow my drift.

I do. That's helpful. Maybe also on guidance, you also didn't change your three-year outlook, which essentially is 2027. Can you give us a sense as to how you're thinking about getting to those points by the end of 2027? Is it Ricks, kind of a bit of a pause in 26 and then a reacceleration in 27 I know you haven't given 2026 guidance, yet, but just with HPC you know something must have changed as you look at the path to 2027.

Ricks, I mean there's a lot of talk about HPC but, quite frankly, it's not that big a deal for us. Ricks, It doesn't have that much weight that it's going to fall on numbers. I mean, the headline occupancy, obviously, there's an impact because it's a large amount of space, but they weren't paying a lot of rent. And so we're still comfortable. We can drive, you know, drive operating income. It's just as simple as that. Portfolio is performing, and there's a lot of opportunity to generate growth, especially on the new acquisitions.

Thank you. Your next question comes from the line of Brad Sturgis with Raymond James. Your line is open.

Hey, good morning. Just to circle back on the assets held for sale and just the thinking around dispositions this year, would that include any properties with HPC locations that are in the assets held for sale budget right now?

Yeah, there's a couple.

Okay. And My other question would be just thinking about once the restrictions around land usage get removed, assuming all the leases are disclaimed, can you kind of walk through or how should we think about what the incremental density would free up at the nine properties that would have HPC locations?

Hi, Brad. It's going to take time to sort out what the opportunity is. We've done some preliminary looking at it in the past, but we haven't spent a lot of time on it simply because HBC had long term leases and we had no visibility into when we might get the land back. So that'll be something that we look further into in the coming months and we'll talk about it probably in the next couple of quarters.

I mean, partly it would depend on who the prospects are. Are we going to tear it down, not tear it down? So there's a lot of moving parts. So until we have absolute clarity, as to what's happening with HPC, it's very difficult to comment on that. But obviously, we believe there's opportunities here.

Thank you. Again, if you would like to ask a question, press star then the number one on your telephone keypad. Your next question comes from the line of Gaurav Mathur with Green Street. Your line is open.

Thank you and good morning. Just staying on that theme for a minute, you mentioned that some of these HPC boxes do have redevelopment potential. Is there in the near term any possibility that you'd be able to dispose these boxes to developers who are looking to build either mixed-use assets or residential?

Absolutely not. We want to control their real estate. The boxes themselves are attached to the shopping center, and we will control the redevelopment of those. whatever excess lands might be available, we'll give updates on that in the coming quarters.

Okay, thanks. And my last question would be around the co-tenancy discussion that we had earlier on the call. Would you be able to quantify the number of co-tenancy legals on the portfolio?

Yeah, I mean, the absolute number is around 27, which is materially lower than it was during Target and Sears. We had a lot more exposure back then. We've taken the opportunity in the last 10 years to rewrite a lot of the clauses so that the Bay was specifically excluded. We did a great job in the Primaris portfolio. We acquired properties that hadn't taken the same route, and there were a greater concentration in the acquired properties, but we're confident we can navigate our way through them as we did with Target and Sears.

Thank you. Your next question comes from the line of Mario Saric with Scotiabank. Your line is open.

Hi, thanks for taking the incremental question, maybe for Alex, and specifically thinking about capital allocation. The $125 to $150 million coming back to the potential capital required, clearly you're not going to issue equity to fund that. So when you think about the sources of uses, the $125 to $150 million, what does that entail in terms of adjustments to capital allocation, if any, in terms of where you're reallocating that spend from, like whether it's potentially higher than expected dispositions, lower CID activity, which Q1 doesn't seem to be the case. So just curious in terms of how you think about that.

Yeah. Go ahead, Alex.

I was just going to say, I don't... I don't really think it's going to have much of an impact on our capital allocation. We routinely spend $40, $50 million a year on these types of projects. We're reaching the conclusion of Northland Village, which has been a big spend for the last couple of years. We are well advanced in the Devonshire redevelopment, and as those projects wind down, really the only question is, you know, what projects will replace those in terms of a steady state, you know, capital investment in the portfolio. And I think what's pretty evident is that HBC redevelopments will be those projects. And, you know, as it relates to the availability and sources of capital, as you saw in Q1, we have really accelerated our dispositions as part of our you know, not HPC driven, but certainly, you know, portfolio, portfolio construction ambitions, we've accelerated the capital recycling. A big part of that, as you noted, has been allocated to buying back units. And we expect that to continue, you know, at an elevated pace this year, our stock simply trades at an enormous discount to NAD. And, you know, the remainder of those disposition proceeds will be a mix of, you know, helping to fund, you know, capital investments in our existing portfolio and also support the acquisition ambitions that we're pursuing at current. So I don't really see it having much of an impact. I mean, at the margin, if you wanted to look for the impact rather than having, you know, some of that capital we would have otherwise put back into our portfolio in other places. You might see the odd bank pad or grocery store development in the parking lot deferred for a couple of years, but I'm not even convinced of that. To Rags's point, this really, in the context of nearing $5 billion balance sheet, $125 million, $150 million over a couple of years really isn't out of the ordinary.

Okay, that's helpful. Thank you. Thanks.

Thank you. There are no further questions at this time. Claire, I turn the call back over to you.

Thank you, operator. With no further questions today, we'll close the call. On behalf of the primaries team, we thank you all for participating and look forward to speaking with you again soon. Thank you. Thank you. You may now disconnect.