SmartCentres Real Estate Investment Trust

Good day, everyone, and welcome to the Smart Center's REIT Q3 2022 conference call. As a reminder, if you would like to queue up to ask a question, please press star 1. I would like to introduce Mitchell Goldhar. Please go ahead.

Thank you. Good afternoon, and thank you for joining us on our Q3 conference call. I am Mitchell Goldhar, Executive Chairman and CEO, and I am joined by Rudy Gobind, EVP Portfolio Management and Investments, Peter Slann, our new Chief Financial Officer, joining us with a wealth experience spanning nearly 30 years and over 20 of those with Scotiabank. We welcome Peter to the SmartCenter's team and look forward to working with Peter in the future months and years. Peter Sweeney. who will be leaving us shortly, having served us well over the past eight years as Chief Financial Officer. Thank you, Peter, for your great contribution over this very active period. And on behalf of the analysts and investors community, we wish you all the best. And personally, I have very much enjoyed working with you, and I wish you all the best in your next chapter. The third quarter was both interesting and relevant. from the continued in-store customer resurgence in leasing momentum. Sorry, I'm going to, sorry, I'm going to back up here. sorry, I want to preface that by saying today I'll be speaking about the quarter's strong operational results, which is taking place virtually in every operational category, as well as our success in achieving some significant mixed-use entitlements. And I'll provide brief updates on the near completion of Transit City's four and five condos in the Millway. I refer you specifically to the cautionary language at the front of the MD&A materials, which also applies to comments any of the speakers make this afternoon. The third quarter was both interesting and relevant for the continued in-store customer resurgence and leasing momentum. at least in unenclosed value-oriented formats. The Canadian consumer has voted with their feet and their dollars again this quarter in the direction of physical retail. Not only are we experiencing higher demand for space in our value-oriented, unenclosed retail centers in their existing form, But we are also welcoming new retailers to our centers in nearly every segment, allowing us to expand beyond existing banners. Pushing our occupancy through 98% for the first time in three years, this momentum continues to build into the fourth quarter holiday shopping season. We continue to not only expand in our existing footprint, But demand for new retail construction is also growing in various segments, such as full-line grocery, pet stores, furniture, beer and wine, crafts, home decor, and QSR. And nearly all with strong e-commerce delivery and or pickup channels. From a portfolio perspective, we continue to work towards de-risking our tenant base, as reflected by our improved tenant covenant, liquidity, and recovered collections. Retailers have figured out how best to adapt their product offering, store sizes and in-store experiences, and distribution to fit the needs of Canadian consumers. Initial tenant collections have now reached 99% and continue to improve. with provisions for non-payment at or near zero. On the land use permission and developments front, we soldier on. Most recently, we have achieved nearly 750,000 square feet of mixed use rezonings in the latest quarter alone, bringing the total to 6 million square feet so far this year. Development is a long-term game, and we are committed to unlocking the tremendous value embedded in our lands, which I will remind you sits in the midst of highly populated communities in nearly every major market across Canada. We are what we are zoned. While we can read the details of many of the developments planned for our portfolio in our MD&A, here are a few highlights of what's currently underway. Construction of the fourth and fifth transit city towers at SmartVMC comprising 45 and 50 stories respectively are near completion and remain on budget and on schedule, anticipating first occupancies in 2023. Also within SmartVMC, the Millway, our 36-story apartment building, nearing completion, and commitments for space have already started, showing strong demand. Our apartments in Mascouche and Laval are near completion, and demand for rental suites in those markets is also reflecting a high level of interest. Construction continues on our new retirement residences and seniors' apartments, totaling 402 units at Ottawa Laurentian. In Vaughan Northwest, we recently commenced the construction of a townhouse subdivision with a partner. Construction of a 241,000 square foot industrial space has commenced on 16 acres of a 38-acre site in Pickering with half of the space pre-leased. Lastly, we are under construction of three additional self-storage facilities in Markham, Brampton, and Aurora, of which two will be completed before the end of our fourth quarter. In all, we have 70 projects scheduled to commence construction in the next two years, again demonstrating the significant opportunity that lies within our underutilized lands that are already owned. On the financial side, maintaining our conservative balance sheet remains a priority. with an unencumbered pool of assets of 8.4 billion, a 43.7% debt level and significant liquidity, which Peter Sweeney will speak to shortly. Lastly, today's environment of higher interest rates, higher inflation, war, U.S. political showdowns, it would be easy to say that we at Smart Centers are heeding the challenges, adapting to new risks, and otherwise playing it safe, navigating carefully and thoughtfully through the various minefields. And while that accurately reflects our approach, and it is the tidier script to follow, this linear narrative is not the whole story. For example, while higher interest rates may cost us in the short term at smart centers, we believe the benefits will outweigh the costs of higher interest rates. At smart centers, we are far too forward-thinking to be derailed or distracted by noisy headlines to take our eye off the long-term prize. ESG, for example, is and has always been woven into the fabric of our organization. It is embedded in everything we do and how we oversee our business, interact with our tenants, and engage our associates, engage with our communities, and, of course, impact our environment. Although ESG is getting renewed attention as of late, it has been part of our DNA since the beginnings. And when you assess our portfolio, you can see that ESG principles have been applied throughout. We are developing our metrics and refining our three-year plan and commitment, which will be posted in the coming days. So look out for that. On a final note, my thanks and appreciation for the exceptional work of our talented and dedicated associates who bring their enthusiasm and focus to our business and communities today. every day. Now, I will turn it over to Rudy Gobind for an operational update.

Thanks, Mitch. Good afternoon, everyone. Operationally, throughout this third quarter, we saw greater customer traffic throughout the portfolio to at or near pre-pandemic levels. This drove a significant amount of leasing interest and signed deals in the quarter. tenants in nearly every category were back, wanting more space and wanting to secure available locations within our high-traffic centres. And with virtually 100% of the REITs properties having a full-line grocery and near 70%, including a Walmart super centre, a wide variety of tenants were adding new locations in our centres where they weren't previously represented, including, as Mitch said earlier, dollar stores, Winner's Home Sense, Health and Beauty, the Canadian Tire Banners, pet stores, full line and specialty grocery stores, liquor and beer, as well as distribution and logistics. A mix that is very consistent throughout our portfolio and all driving more traffic and improving tenant mix in each centre. For some key operational highlights, we closed the quarter with an improved occupancy of 98.1% with committed deals, a full 50 basis points increase over the prior quarter. This tremendous improvement was widespread across all provinces and demonstrates the resiliency of the portfolio. Most of the space previously vacated by tenants during the pandemic has now been released, and we are at our pre-pandemic occupancy. At the quarter's end, we have Already renewed or near completed 4.3 million square feet of the 2022 lease maturities, representing near 86% of the maturities for the year, and at a 3.3% renewal rate, excluding anchors. Over 200,000 square feet of leases were executed for built space during the quarter, and I would add, at market rents and with better covenants than the previous tenancies. Another sign that physical retail is greatly improving was reflected in the lack of any bad debt provisions being booked in the quarter and no tenant filings for financial restructuring. New entrants to the market are continuing in a number of categories, including health and beauty, specialty grocery, furniture, sporting wear, and QSRs, all with strong interest in our open format centers. We continue to work with our tenants, helping them to adapt to their changing space needs, giving them the flexibility they need while strengthening our partnership with them. As Mitch said, from a rent collections perspective, we are at 99% and expecting improvement in the coming quarters. Higher collections and rental levels are driving improvements in NOI. For the third quarter, we had same property NOI of 3.1% excluding anchors, driven predominantly by higher traffic and an expanding customer base for our tenants. Regarding our premium outlets in Toronto and Montreal, both continue to improve with higher than expected customer traffic, driving sales back to their pre-pandemic levels. With both centres at 100% occupancy, the pent-up shopping demand and accumulated disposable savings, we are expecting a very strong performance from the outlets this year. From all perspectives, 2022 is recovering very well, and Q4 is expected to be no different. Physical retail, and especially our value-oriented, unenclosed centers continue to be in high demand in communities across the country. Our value-focused tenants are adapting. Customer traffic is improving. Occupancy and cash flows are back to near pre-pandemic levels, and most importantly, All of this is happening concurrently with our extensive mixed-use development initiatives already identified and in the pipeline. And now I will turn it over to Peter Sweeney.

Thanks very much, Rudy, and good afternoon, everyone. The financial results for the third quarter reflect solid performance in our core business. For the three months ended September 30th of 2022, FFO per unit with adjustments and excluding various anomalous items was $0.54 per unit, unchanged from the comparable quarter last year. Note that these results include the non-cash impact of a $0.03 loss for marketing to market the total return swap for the quarter. Higher rental income was largely offset by higher G&A costs, and higher interest expense was largely offset by higher interest income during the quarter. Please note also that for the quarter we have presented FFO per unit information, net of the impact of anomalous items, including year-over-year changes in, number one, expected credit losses of approximately one cent, two, condo and townhome profits from last year's Transit City III closings being approximately four cents per unit, three, The loss during the quarter from the total return swap being approximately three cents per unit. And lastly, number four, the dilutive impact associated with units issued pursuant to the acquisition of the VMC Westlands being approximately one cent per unit. Net rental income for the quarter increased by $3.6 million or 2.9% from the same quarter last year. Same property NOI increased by $3.9 million or 3.1% in the quarter or 2.3% excluding the impact of expected credit losses. Also, as Rudy had mentioned, leasing activity continued to improve during the quarter which is expected to assist NOI going forward as these new and renewed leases commence. Our occupancy level including committed leases was 98.1% at the end of the quarter, representing a 50 basis point improvement from the second quarter, which is an extraordinary achievement. Recall also that our board did not adjust distribution levels over the past two and a half years. Therefore, our annual distribution level of $1.85 per unit has been maintained. Our payout ratio relating to cash flows from operating activities on a rolling 12-month basis for the period end September of 2022, was a very respectable 86.6%, an improvement from 96.8% for the same period ending in 2021. Total assets exceeded $11.8 billion at the end of the quarter, as compared to $11.3 billion at year end. And on a proportionate non-GAAP basis, total assets exceeded $12.2 billion as compared to $11.5 billion at year end. For the quarter, IFRS fair value adjustments in our investment properties portfolio resulted in net losses of approximately $92.5 million, principally reflecting an increase in our capitalization rate assumption of a 10 basis point increase for most retail properties in the portfolio with a few modest exceptions. This adjustment reflects our inherent conservatism rather than any observed market transactions. During the quarter, we added 941,990 additional notional units to our total return swap at a weighted average price of $27.42 per unit. Accordingly, at the end of the quarter, the TRS had approximately 4.4 million notional units at an average price of $28.16, resulting in mark-to-market non-cash losses of $4.9 million. As we have noted on previous calls, this TRS initiative was implemented last year as an alternative to an NCIB, and it has approximately two and a half years remaining before it is expected to be wound up. We believe that over this remaining term, this initiative will continue to provide opportunities for earnings growth while avoiding any longer term financing that is typically associated with an NCIB program. With respect to our continued focus on further strengthening our balance sheet, we note the following. Number one, our debt to aggregate assets ratio has improved to 43.7% and 44.5% a year earlier. Number two, in keeping with our strategy to repay maturing mortgages and to grow our unencumbered pool of assets, which at the end of the quarter exceeded $8.4 billion, unsecured debt in relation to total debt increased to 77% from 70% last year. This strategy permits us further agility when considering future financing opportunities and alternatives for a portfolio of mixed-use developments. Number three, with rising interest rates, our weighted average interest rate for all debt increased during the quarter to 3.67% as compared to 3.3% in the second quarter. We remain confident that we have structured our debt ladder conservatively to permit staged and manageable maturities to occur over the next several years. Number four, our weighted average term of maturity for all debt is approximately 4.2 years. Number five, as at September 30th, approximately 83% of the REIT's current outstanding debt is fixed rate debt, which provides tremendous stability during periods of interest rate volatility. As noted previously, we have two series of debentures maturing in May of 2023 and August of 2024 in the amounts of $200 million and $100 million, respectively. Accordingly, we're continuing to monitor debt capital markets for interest rate movement, and we have tremendous flexibility when considering refinancing alternatives for maturing debt. Our longer average term to maturity and our historic bias toward fixed interest rates have insulated the REIT from more significant volatility in interest rates as we are witnessing in the current market environment. And then lastly, number six, we continue to be comfortable with our liquidity position. Currently, we are focused on completing several new construction financing facilities to support several development projects that are rapidly moving ahead. that Peter Slan will speak to momentarily. Our balance sheet remains strong. It withstood the pandemic well, and we believe that we are extremely well positioned to fund the various growth-oriented development projects that are currently in our pipeline. And before I ask my successor, our incoming CFO, Peter Slan, to provide some comments on the REITs outlook, I would like to say how much I've enjoyed these past eight years and to thank you, our unit holders, the analyst community, as well as Mitch and my colleagues here at Smart Centers for your continued support and confidence over these past eight years. And I'm confident that you will provide Peter with the same level of support and confidence as he takes over from me. And with that, I'll now pass it over to Peter Slang. Peter.

Thanks very much, Peter. I'm tremendously excited about joining Smart Centers and participating in the next phase of our growth. The outlook for our business is strong. I view Smart Centers as two related businesses, the Walmart-anchored portfolio of retail shopping centers and a robust development business. Both businesses are set to perform well over the coming years. On the retail side, our portfolio continues to perform well with strong leasing activity. We expect most metrics to return to pre-COVID levels over the coming quarters, as you heard from Rudy. The continued strength of Walmart's business model is unparalleled and aligns well with Canadian consumer demand, resulting in strong performance across all economic cycles. The development business is particularly exciting to me as the newest member of the management team. We have over 3 million feet of mixed-use development projects that are currently under construction. and expected to be completed and drive growth in FFO over the course of 2023 and 2024. All of our projects are currently proceeding on time and on budget. As Mitch noted earlier, some of the notable projects include 395,000 square feet of self-storage space across three properties, more than 1,000 condominium units, then a further 174 townhomes, more than 900 residential rental units, on three separate projects, 413 senior housing units, and a 241,000 square foot industrial project. Not only are these projects expected to drive earnings growth, but we also expect them to allow us to recycle some capital into other projects in our pipeline and facilitate prudent management of our capital and liquidity needs. In addition, we are currently working on several project financing initiatives, including the industrial site in Pickering, the Canadian Tire Site and Lease Site, the Art Walk Condominium and Rental Development at SmartVMC, and the Vaughan Northwest Retirement Home Project. Once again, I want to thank my new colleagues for a warm welcome over these past three weeks, and I'm excited to be part of the team here at SmartCenters. And with that, I'm going to turn it back over to Mitch to moderate the Q&A.

Thanks, Peter. As you can tell from our collective remarks, the core portfolio remains strong and continues to grow. Our tenants and our priority intensification program remain our priority. We also continue to focus on our specialty projects such as storage and senior housing. With that, I will now turn it over to the operator in addressing your questions. Thank you.

Of course, just to remind everyone to queue up for a question, please press star one now. And the first question comes from Mario Saric from Scotia Capital. Please go ahead, Mario. Hi, guys. Good afternoon.

Hi, Mario. Maybe we'll start on the operational side. In terms of the quarter of a quarter occupancy gain, that's pretty impressive at 40 basis points on in-place or about 140,000 square feet.

how would you characterize that 140 000 and that new demand between new tenants to smart centers versus the expansion of existing tenants uh with smart centers just taking more locations yeah i think it's um most of it mario is uh our existing tendencies expanding into centers where some vacancy became available as a result of tenants who had left throughout the pandemic, as you know, and the likes of some of the national tenants that I referred to earlier, like the Winners, HomeSense, Pharmacy, Beer and Wine, Dollar Stores, that was the majority of it. There are a few tenants who have signed on with us that are going to be part of the committed deal. So you will see them opening up. They haven't opened yet, but they will be opening up in the coming months. So it is a blend of the two, but most of it is our existing sort of in-house tenants or from our tenant mix.

Got it. Okay. And then your comment on the strong expected performance from the outlook in Q4, can you remind us of the typical seasonality involved there? So for example, the percentage of total portfolio revenue that would come from the outlets in Q4 versus the average of Q1 to Q3?

Hi, Mario.

I mean, I don't think we differentiate that out in our financials. But what I can tell you is our outlets portfolio is performing actually better than pre-pandemic. So when we look at what we expect the NOI to be, in 2022, we can say to you that us and Simon are expecting a strong performance for those properties compared to the pre-pandemic numbers. In fact, slightly better. And as we see sales already improving, traffic is, as you know, crazy there. We are expecting a very good year. So not so different than what it was in 2019, but certainly the best since then.

Okay. And then my last question just pertains to the G&A. It did tick up a bit in Q3, primarily on a lower amount of G&A that was capitalized, Q3 versus pretty much any quarter going back to 21. What's a good run rate for that in G&A going forward on a quarterly basis?

Yeah, I think a good run rate would be anywhere from maybe 600 to 700 per quarter. We had a catch-up, Mario. I don't know if it was disclosed properly, but it's a catch-up that represented the whole nine months in one quarter. And, you know, it's all based on development activity, right? So when development activity is sort of mainstream, there will be less of that. And when development activity is...

less it'll be a little bit more but i think on a run rate basis anywhere from that sort of six to seven hundred and then you should see some of that in q4 as well okay so when you say six to seven hundred like if we look at your q1 and q2 gna is about seven million like net of capitalized and allocations to penguin and so on and so forth so like that seven to eight million or six to eight million quarterly one rate is that a pretty good number going forward the six hundred thousand to

Sorry, in terms of the overall GNA? Yeah, all I'm saying is... Yeah, all I'm saying is, yeah, it would be to add 600,000 to 700,000 per quarter to each of those prior quarters as a GNA number, yes. Okay.

Great. That's it for me. Thank you, guys. Thanks, Miriam.

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

Thank you. Good afternoon. Congratulations to Peter Slan and Peter Sweeney. I look forward to working with you, Peter Slan. I wanted to pivot to the development. I think in past calls, you had guided to about $300 million of spend for 2023, and I'm wondering if you could provide an outlook for 2024.

Go ahead, Peter.

Jenny, it's Peter Sweeney, and thank you. Maybe this will be my last comment. I think we've guided in the past that for 2023, we thought that $250 million was the expected amount of development spend for that year, and I think given where we are today and what we know to be moving forward today, et cetera, that you should expect the same amount of development spend, or a similar amount at least, for 2024 as well.

Okay, great. Thank you. And then when we think about the capitalization of interest, it's moved up throughout the year, and I presume a lot of that's from SmartVMC West. But net-net, when you think of some of the completions and the spend that we just talked about, directionally, do we expect capitalized interest to remain flat or maybe move up a bit moderately?

I think if you wanted to analyze it, Jenny, the right way to do it would be to take the Q3 capitalized amounts and extrapolate that across an annualized or a 12-month period, only because, as we know, interest rates have moved up over the three months ending September. And a big part of that, you're absolutely right, a big part of the capitalized amounts pertain to VMC West and the debt associated with that property specifically. And then on the other properties that are part of the portfolio, they either have property-specific debt, some of which may be variable, which is subject obviously to rising interest rates, and some of the debt is assessed at capitalized amount based on our weighted average interest rate, which as I mentioned in my script, had increased obviously as well. So I think if you take the amount capitalized in Q3 and you extrapolate that over a 12-month period, you're not going to be that far off for the next 24 months.

Okay, great. That's helpful. And then lastly, with regards to the Pickering industrial development, I'm not sure if I've missed it, but did you ever disclose what the cost of the Phase 1 development is? You provided the yield and the leasing, but any sense on cost?

No, we haven't specifically provided the cost.

Okay. Will that be something that's forthcoming in future quarters?

Possibly. I mean, we've provided the yield, so it is a, you know, it's a build-to-suit contract, but I guess we might in time, I guess, provide the cost associated with that project. But there's nothing, you know, nothing remarkable in terms of that cost that just we haven't and sometimes do not give, you know, exact details. Because in this case, it is a build-to-suit project. for a specific tenant, so just out of respect for the tenant and their specific spend on this project. It's got some finished office. It's got some unique things in the warehouse. It is a bit of a competitive-ish proprietary. There's reasons for a proprietary and competitive competitive market reasons for not disclosing every one of those details.

Okay, that's fair. Is it more or less in line with what we'd expect the market cost to be, or is it an outlier either way?

No, but it is a unique building. I mean, it's a 40-foot clear, don't know if we emphasize that, which in the industrial is highly desirable from a tenant point of view, but higher than you know, average industrial space, which is, you know, increases the cubic area. And, I mean, that's something that's unique. But other than the, you know, cost that might be associated with going with a higher clear height, it's not an outlier.

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

Thanks, Julie.

All right. Next, we have a question from Sam Damiani from TD Securities. Please go ahead.

Thanks, and good afternoon, everyone. With the further diversification of smart centers activities, I was just wondering between all the different income property types, obviously retail, self-storage, apartments, industrial, senior housing, which two or three of them are most attractive given the market dynamics today and expected for the next year or two?

That's a great, I love that question. You know, if you go in terms of, you know, short term, I mean, just like, you know, answering you the second, I mean, you know, storage is a real satisfying, you know, form because it's easy to, to zone and approve. It's not parking intensive. In fact, it's cheap. Parking is surface parking and it's low parking demand and it's not expensive construction and it's quick construction and it's kind of over performing in terms of lease up. So, you know, I don't want to distract from the much bigger and ultimately, you know, kind of more, you know, move the needle potent program being the residential. But the, you know, ignoring the overall size of the program, you know, the storage has been really quite an overachiever.

That was a real standout versus the other other type property types.

I mean, yeah, it's just because of the reasons I said, I mean, so easy to get it, get it built. I mean, the process is so quick and every respect, you know, there's not a lot of objections to a storage facility. It doesn't take the same analysis at municipal level. And then constructing is construction is, you know, efficient. so and it just happens to be you know we're in good locations and there's pent up demand so it just happens to be that we're I mean I think we're something like 90% at least we're ahead of schedule so yeah I mean for all kinds of reasons but it is a it is it's a great program and we're very committed to it actually we think we'll do quite a bit more of it but you know the big needle mover the medium long term transformational forms are residential, for sure, which are performing great. I mean, look, our condo program has been extremely lucrative, and so will the residential, ultimately. I'm sorry, the multi-res. But they take a lot longer, you know, and the approval process is more arduous. So, you know, it's just, as I say, the storage has been just kind of a bit of a wonder child. I hear that. Makes sense.

I guess just on the condo side, I'm sure the transit city four and five, the profit margins there that you're expecting to book, I guess, next year are pretty much intact. But going forward, you know, how do you think about the market today to build a similar product and achieve similar profit margins given cost inflation and the market dynamics that you see today?

Yeah, I mean, we sold that out, you know, market, we also sold it cheaper, but we locked into lower construction costs, so we've got very good margin there. Frankly, Park Place and even Art Walk are actually more profitable than TC4 and 5, subject to the construction prices that we haven't completely satisfied ourselves with, now interest rates, of course. But if you took some sort of, you took construction prices of a year ago, Artwalk is more profitable than TC4 and 5. And of course, with Artwalk we own. you know, 50% the REIT versus 25%, which, you know, is a really important detail in terms of, you know, in terms of bottom line. But, and I don't see at the moment, you sort of mentioned this at the beginning of your question. I don't think we're really exposed to four and five. Like I think, you know, most of the buyers there are very committed to closing. So I think they are pretty safe as you had said.

Okay, thank you. Just last one for me. I guess there was a subsequent event with some mortgages receivable being paid off. Has that been completed and can you disclose which properties they were secured on?

You know what, Sam? I think we gave a number, there was approximately $140 million, or 140, in excess of $140 million of Mezloans outstanding at the end, sorry, at the end of Q2, and as we said, subsequent to quarter end, a substantial amount of those amounts outstanding were repaid. I didn't bring the details on them. but certainly as we get to Q4, you'll be able to see that in the disclosures to which of those MES loans have been repaid.

Thanks, Seth. Okay, I'll turn it back. Thank you. Okay.

All right. Next question comes from Pammy Burr from RBC Capital Markets. Please go ahead.

Thanks. Hi, everyone. Maybe just building off of the last question there from Sam, just... Peter, do you know what the rate on those loans repaid was? Or even sort of the average?

It's based, Tommy, if you look at our disclosure, it's based off a BA rate, and it varied subject to BAs and prime moving. So I think it's in our disclosure. They were close to seven.

They were just under seven, around seven.

If you can't find it in our disclosure, let me know and I'll point you in the direction to it. Both the financial statement notes as well as the MD&A.

Got it. Maybe just switching gears and coming back to the occupancy discussion, your comments certainly suggest some good strength there. What are your thoughts on how much further upside in occupancy do you think you can pick up, and over what timeframe do you see that maybe playing out?

I mean, there's certainly been some pent-up demand. There's been a lot of retailers having a chance to think about what they want to look like. Over the last two, three years, they've been planning that. I don't want to manage expectations because you know, everything's constantly, you know, evolving and changing, but there seems to be from very, you know, from this, a lot of the strong, stronger retailers in this country, you know, some, some, some interest in, in, you know, in, in, in, in, in expanding and for new units. So, I mean, it's hard to say, but it does seem to have some legs for sure. So it's not just filling vacancies, but it's new space on owned lands. And then some new retailers, as we said. Some retailers that weren't in our portfolio have reached out. Some of them are existing concepts that are regional and want to expand. And some are new concepts from existing national, you know, players who want to try new concepts. And it's, you know, fairly significant space. Like these concepts are large floor plate, you know, and value. You know, they want big space, they want good parking, and they want, you know, good rent. But those are, you know, those are players who are interested in some of our vacancies, which is great. And that's new over the last... couple of years.

Yeah, and Femi, the other thing too that I mentioned earlier, and I mentioned it last quarter too, the covenant quality that Mitch referred to is much better in the incoming tenants versus the outgoing tenants during the pandemic. As you can imagine, the weaker retailers who maybe didn't have a good e-commerce platform, didn't have good click and collect, wasn't in the essential services or essential products suffered more than the others. Those without strong balance sheets and liquidity. So now the ones that are showing up, we're being very particular and also trying to manage the mix of tenants. We don't want three or four of the same type of tenants in a shopping center. You go to one of our shopping centers, you will see one dollar store in a shopping center. You will not see two or three or four. So we're very mindful of covenant quality. We're very mindful of tenant mix in deciding who should be in, and that will drive the leasing more so than anything else.

I would add on the leasing note as well, which we didn't mention, that there's some preliminary interest from some office tenants for some of our properties. So stay tuned on that, but You know, there's some, you know, strong covenants interested in office space, which is not something we factor in into our, you know, into our growth numbers.

Sorry, Mitch, are you referring to office interest and office space at DNC or just at some of the existing retail centers?

No, I'm talking about newly built to suit office building space, building office space for a specific user, not filling office space. We actually, for all intents and purposes, have zero, let me think. Yep, I think we pretty much have zero vacancy in our office portfolio. Now, if you want to nitpick, I guess. We have a lease signed for a vacancy of about 4,000 feet, but it's assigned, but it hasn't commenced. But for all intents and purposes, I'm talking about interest in having an office building built for a specific, you know, office user. Right.

Got it. And then just on the, you know, as you kind of approach Q1, I know it's still a few months away, but typically we do get some seasonal weaknesses. Are you anticipating anything there in terms of any potential closures? And then secondly, if you could remind me if there's any exposure to Bed Bath & Beyond and if there's any – I didn't see any Canadian closures, but just any thoughts if there's anything that may show up in your portfolio.

Yeah, I mean, the first part, I would say, you know, one of the few good things about COVID is it did separate the – you know, the week from the strong there. And so we really don't have that, you know, sort of feature happening. We don't feel it this year that we're going to have that whatever percentage happens, has happened historically. It's always been relatively small with our portfolio, but I don't think we have any of that this year, actually. But, you know, we do have exposure to Bed Bath & Beyond, but not much. I think we only have two Bed Bath & Beyonds, and they're in good locations in Cambridge and in Halifax. And we have very strong interest in their space in both cases. So, you know, actually, I mean, we don't know what's going to happen with them. Hopefully, you know, they'll They'll continue to be in business as they – in their current form. But actually, we already have interest in those spaces. Okay.

Last one for me. Just any update on progress of pre-sales at Park Place? I think you released a portion in the first phase, if I recall. And then just lastly, you mentioned some comments or you commented on sort of interest in Millway as well. So I'm curious if you have any pre-leasing updates there.

I mean, with Park Place, yeah, you know, we continue to, you know, sell there. I think we're probably, I don't want to misquote, so put a sort of asterisk on this statement. I think we're sort of in the 150 to 170 units-wise there. And as you know, Artwalk is sold out in terms of the units that we put on the market. And the only units we didn't put on the market were the very lower floors and the very higher floors for strategic reasons to do with just giving us flexibility on some design matters. And the Millway, you know, if you look closely, if you come up, you'll see there's the podiums. So we're focusing the leasing, directing the focus to the podiums right now. The podiums of the Transit City 4 and 5 are actually Millway. And then the podium of the Millway is also Millway. So I would say we're probably 50%, you know, leased, if you will, on the two podiums of four and five, which is where we're directing. We do have leasing, you know, in the podium in the Millway, but we're not directing things there. So, and that's, look, it's still got a crane on it. It's still a construction site. And, you know, the anatomy of the leasing profile of a rental building is usually when there's a you know, when there's completion and there's a, you can tour the building and you can go into a model suite or two, which by the way, we are, we are, you know, currently decking out. But we're just not there quite yet. And yet we are leasing is strong. It is right beside the subway. It's a brand new building. There's huge rental demand. So, and there's not, there's nothing up, you know, in the, in the area like it. So it's, makes sense that, uh, you know, the interest is, is strong for, for the Millway and a good run. And by the way, I will say I had slightly better rents than we had pro forma.

Okay. And then just, sorry, just your comment on the one 50 to 170 units at park place. Is that unit sold? And what was the number of units released for phase one?

Yeah. I mean, it's sold, um, correct. Um, with, you know, with deposits and past precision dates, That's what I'm quoting you. And number of units released. Well, that would probably be I'm guessing plus or minus 50%, I would say. I can't remember the exact number. Yeah, three being shown here, 300. Yeah, so it's approximately maybe a little bit more than 50% of the units that are released. And by the way, we continue to do sales events and build relationship with the brokerage community or with Smart Living. It's really important. We're new players. but we're not mercenary developers. So we're very, very much into building the brand with the brokerage community and the user community. And that is really being appreciated in this sort of more challenging time. The brokers love it that we are reaching out to them and having them up and showing them our portfolio developments and so on and so forth. And that's something we feel that we have caught up very much to you know, the condo developers that are, you know, more, you know, been in the market longer than us. So we've been using this time in addition to selling to building those relationships.

Thanks very much. That's helpful. I will turn it back. Hey, Pommy, it's Peter Sweeney. Listen, just for your benefit, the reference to the MD&A is on page 69 and the financial statements, it's page 108 on those mesolons if you were looking, okay? Okay.

All right. Next question comes from Joanne Rodriguez from IA Capital Markets. Please go ahead.

Thanks, everyone. So a couple questions. So one, you've been selling a few land parcels here and there, London, Laval, Stouffville. You obviously have a huge pipeline with more excess land than you've probably ever build on um and i've spent a great deal of time thinking about exactly what you build but you know have you a rough idea of what you wouldn't build i.e how much excess land you'd like or expect to monetize uh you mean in the next year or yeah or even five years i don't know however much you've thought about it

You know, it's funny, your comment that we've got more land than we can build on. I mean, it seems maybe like that right now, which is a great thing, considering none of it is reflected in our unit price. I mean, but, you know, it will be monetized in a variety of ways. I'm assuming you are implying, you know, some of it will sell outright. over the years. Some of it will JV and some of it will build condos on. Some of it will build condos on with partners. That's the monetizing. I guess, you know, the multi-res you could say is monetizing as well, which we'll do ourselves and in certain partnerships. But I mean, we've got a, you know, we've got a long-term development plan. I mean, it'll be, it'll take us, you know, it'll take us 10, you know, 10, 15 years to develop out all of our lands, basically. So if you say 15, you know, if we just don't have the pedal to the metal, which, you know, we likely will not, you know, we'll manage that each phase, you know, prudently as we go. But, you know, I'd say we'll probably end up building out in the next, everything out in the next 15 years, including VMC.

Okay. Thanks. And just wanted to touch on your comments about taking the cap rate up 10 beeps across all shopping centers. Is there differentiation between how you see cap rate movements in the primary, well, the vector markets, first primary market, other primary markets, and then secondary markets?

You know, it's been popular in the last, I don't know, 10 years to differentiate between small and large markets. But in our case, you know, we are Walmart anchored, you know, very often with a Canadian tire or a, you know, Home Depot or, you know, certainly sometimes, you know, lots of, you I mean, that is a very dominant thing. Like, you know, there's no, there's no, there's no target, you know, there's no Kmart. I mean, there's, there's no Zellers. I mean, the Walmart in those markets, you know, is the go-to along with, you know, a lot of the other staples. So we do very well in those markets. We have very good market share. We have a large role to play in those markets and, I've mentioned before, it has led to having good relations in those communities in terms of rezonings. So in terms of what those are worth, I guess there's not a lot of trades, but we see them as being, we're not looking to dispose of that part of our portfolio. Having said that, we have had inquiries from third parties to acquire portfolios portfolios within our portfolio of smaller market Walmart Anchor Centers. And we've had inquiries of others to acquire a mixed portfolio within our portfolio of Walmart Anchor Centers, even up to now, you know, completely, you know, out of, you know, they're third-party inquiries. We're not actually marketing that. But we haven't gotten to a point of establishing what that cap rate would be, but we certainly value them well. We're not running away from those, regardless of what the lay person might think about or try to generalize small market, big market cap rates. You know, there's more redevelopment potential in big markets, that's for sure. But in terms of the retail and the health of those centers, we have 99 or close to 100% occupancy in our smaller market centers.

Oh, and Peter Sweeney would like to... Listen, Johan, it's Peter Sweeney. Listen, keep in mind as well two things. First of all, our portfolio of shopping centers and other income-producing assets is valued by third-party appraisers and has been now for, I guess, approximately 10 or 11 years since IFRS first came around. And so we defer to those appraisers to give us their sage and professional perspective on value. And there's obviously gonna be some variance in a cap rate used to value a smaller market center versus perhaps a larger market, but at the same time, these, as Mitch mentioned, these assets are all dominated by a Walmart in these various markets, and so Walmart will continue to attract traffic to these centers, obviously, and therefore continue to persuade other tenants to be around Walmart to participate in those higher traffic counts, and obviously, that buoyancy creates some lift in value relative to maybe a lesser or lower level of operating performance by a neighborhood shopping center in a smaller market. So just keep that in mind. And I guess the second item is that, as Mitch mentioned, these shopping centers provide, regardless of their market, provide... all sorts of incentive to an opportunity to intensify and improve over time. But with almost no exception, the REIT has continued to value these centers and these shopping centers at their income in place levels and capping that income at what our appraisers tell us is an appropriate level. So always keep that in mind when you're thinking about how we valued assets historically.

Yeah. Okay. Yeah. No, I, yeah, I like all my fellow analysts are just trying to figure out what cap rates are doing, you know, obviously being a few steps away from transacting direct real estate ourselves. So I was just looking for color. Appreciate it. And, um, yeah, congrats to Peter and Peter, which must be a big fan of Peter.

No, we, we, we tried to, you know, make it easy for everyone. I mean, just really only we're searching for, for, uh, CFO with the name Peter, and ideally with the last name starting with S, just to save on certain things, just some internal cost overheads.

All right. Next question comes from Tal Woolley from National Bank Financial. Please go ahead.

Hi. Good afternoon, everyone. Good afternoon, Tal. I'm just wondering, you made reference a couple times to sort of traffic being up at your Walmart anchored centers. Can you quantify that?

Yeah, I'll take. Tyler Trudy. Yeah, that's the feedback, by the way, we're getting from our tenants. Some of our tenants are smaller tenants report sales. So we have that. And then the obviously larger tenants, we get that feedback from them. So we just know that through their feedback and just looking at the parking lot. And our tenants who, by the way, are asking for pickup spots and click and collect spots way more than... way more than what it would have been at the start of the pandemic where it's becoming a lot more commonplace now. So just looking at the parking lots, you can also see that too.

Okay. Yeah, I was just trying to establish whether I didn't know whether it was like you guys had... Yeah, all the tenants count their traffic.

They all have customer counters at their doors, which I don't know whether you guys know that or not. So that's... you know, that's where the best evidence is. And from our major tenants and a couple other tenants that we have, you know, close relations with, they're telling us that their customer counts are up. And it's obviously part of the evidence period. And then, of course, their interest in renewals and expansions and new stores is also kind of, you know, support, you know, compliments that kind of supports that as well.

Okay. And then just earlier in your preamble, you sort of made reference to maybe higher interest rates being a benefit to the portfolio. I'm wondering if you can just expand on that.

Yeah, I mean, obviously with higher interest rates, it's having all kinds of knock-on effects. You know, first of all, even, you know, with respect to recruitment, and retention. I mean, um, when money was free, um, and stocks were flying, you know, um, it had a lot of effects on people's value of their, of their, even their jobs. Um, not, uh, not saying where, where we were 10 years ago, but there's a movement towards, you know, um, towards, um, more interest in our postings for jobs, you know, for example. It also seems to have, slowly seems to be having the effect of companies being looked at from the point of view of their earnings. Like, you know, we're getting back to, you know, assets are being valued as opposed to narratives. You know, it was like, you know, money was free and it didn't matter what the earnings of a company was. You know, the general public were jumping on the bandwagon of celebrity companies and, you know, ignoring their earnings or, you know, priced earnings multiples. It seems like, you know, there's a movement towards valuing companies again on their actual you know, assets, their potential growth, their quality of their management, their network versus a narrative and a story. So a lot of that is related back to rates increasing. And those are all good things, I think, for all of us. And then, of course, the price of real estate should appropriately increase. you know, be affected and come down. It's not that we're really in the market to buy. We've got plenty to develop, but still that may come to us. So we think that those are all things that are far away, you know, the cost of our, you know, variable debt, you know, here at smart centers.

And when you're looking forward to green lighting, new residential stuff, Um, you know, do you see much change in the mix between condos versus apartments going forward? Or, um, you know, I think maybe you wonder whether like the condo buying market will be as deep as it has been over the last five years. And then there's such strong demand for rental. Like is that sort of influencing how you're looking at some of the ways you're going to redevelop some of your sites?

Um, you know, the, uh, The condo will be the condo. At the moment, we're not thinking of just buying sales like some condo developers and some statistics that you may read about. We're going to keep it real. That is that we're, for now, planning on... requiring, you know, deposits that we think are meaningful. Um, and that'll determine whether it's go, no go. And so really the market will decide whether we go or don't go. Um, you know, we think it's a value. We think it's very bang, good bang for our buck to get approvals and maybe even go to market and see. Uh, but we do want to have a healthy mix of condos in there. Uh, but yes, we know that the rental market is very deep. Um, and, uh, and that in the absence of there being a condo market or a deep one, there's a deep rental market. But we're gonna be very conservative in just tapping that deep residential relative as market simply because we're gonna wanna manage our debt level. And just so you understand also, We do get maybe more, we may slope a little bit more towards multi-res in some cases because some of the institutional capital out there wants multi-res. And so to the extent they want to partner with us and buy in at a price that's interesting to us, it may accelerate some multi-res. But, you know, as I said, we'll be at all times keeping the big picture in mind, being, you know, What it does to our overall debt level. So, yeah, I think we're going to just keep forging ahead with both. And the market will determine, first and foremost, how much condo can really go forward safely. And secondly, of course, the highest tier on the hierarchy is just to manage our debt levels.

That actually leads nicely to my next question. You guys have spoken in prior quarters about maybe trying to establish some sort of financial partnership with some institutional capital. Given the market upheaval, I could perfectly understand that maybe some of that gets deferred or re-evaluated right now. Can you give us an update on where you stand with that?

Yeah, I mean, that's exactly bang on. I mean, we actually had a bunch of deals about to be done. And then, you know, rates... The rates moved up rapidly. So the interest is still there. This was never like heavy pressure kind of negotiations. It was a strategy to build long-term relationships. And really we have had and have, let's talk about had, we had a lot of interest in partnering on a bunch of our multi-res. And the interest is still there, but because of rate changes, Of course, that rightly changes their pro forma. And the interest is still there. I mean, the way we're treating each other is just we're like, you know, let's wait and see what goes on. We keep the relationship healthy and strong. Their long-term thinking as well. But for now, I mean, you know, we don't see any of that closing imminently, like you said. But I do see that. very much being in our future, in the months or years ahead that will certainly be a part of our program.

Okay. And just on the provincial announcement, at least here in Ontario, regarding the new housing plan, can you just provide your thoughts on how you think it, you know, helps and what, you know, does it change anything sort of about how you approach certain types of projects going forward?

I mean, nothing's, we're forging ahead with everything that we were doing a year ago and two years ago. I guess we're going to obviously, you know, the big go, no go is at, you know, at basically construction. And that's where, That's where it really, really counts in terms of, you know, financially. But these changes are good for smart centers. They, in some cases, accelerate the approval process. In other cases, you know, clarify and actually make it, you know, a little bit less costly to develop. So it was getting a little bit out of hand what was being laid on developers to provide for getting approval. So the province took a bunch of things away and also clarified some things. So it's just good for what we're doing. It's not going to result in us saying, okay, well now let's develop this property or that property. It'll just accelerate it and make it probably a little bit better financially. We were already looking at things like everything. and moving on most everything that makes sense in terms of getting approvals. But it is a big deal, just generally speaking as an Ontarian. Those changes in legislation are huge, just so everyone understands how intimately familiar this province is with municipal and regional politics. And historically, that has not necessarily been you know, the strength of provincial government, even though in planning terms they are big brother, but this is really nitty-gritty and a big, big message to the municipalities.

Okay. And then just lastly, I'm wondering, you know, as you guys have said before, you're one of the few or one of the retail routes who did not adjust your distribution sort of going through COVID. You do have big plans ahead. The cost of debt has changed. And I wonder, not that I'm trying to suggest that a distribution adjustment is needed, but certainly the calculus of retaining your internal cashflow is a little bit different than where it has been. And I'm wondering, It seems like you're sort of leaning more towards, hey, we'll rely on capital recycling or excess land sales to kind of fund things going forward. Is that how we should sort of be thinking about things for the foreseeable future? Or do you think other steps might be worth taking, just given that the numbers have all changed in the last little bit?

Yeah. Well, you know, we don't feel we have to do anything, right? So, I mean, our – well, I don't know what our company is valued at. Actually, you know, because according to the market, we're neither the sum of our parts nor the synergies of our network. So I don't know what we are in that respect. But that notwithstanding, we certainly aren't. anything more than our recurring income in the eyes of the market at the moment and for basically at any time. I mean, so, you know, we will continue to be a value-oriented, you know, owner of value-oriented, you know, Walmart anchor shopping centers. She's got a very strong tenant base and of course you know one of the levers that REITs have as an option is cutting distributions but you know we're very confident in our collections and we think that you know we think that distributions are you know are very important to our shareholders, and things would have to be different, I think. I mean, it's obviously up to the board, but our history has been that we'd probably do everything else that's prudent before we would do that. But obviously, yeah, I mean, there's always scenarios, but I don't foresee those scenarios, but you never know. And we're comfortable just playing it safe with development initiatives and making sure our shopping centers operate at their absolute maximum. And we do have growth in our retail as well. Again, a bit of a tailwind. So I'd say distributions are probably last on the list.

Okay. That's great. Thanks very much, gentlemen.

All right, and the last question we have in the queue comes from Dean Wilkinson from CIBC or Markets. Please go ahead.

Thanks. On your condo presales, if you were to get back a handful or larger than that, on failure to close, what would the pricing differential be between when you put them into pre-sale and if you got them back? Trying to get sort of how much in the money could you be if things went sideways on you?

Yeah, you know, that's not what we want because, as I say, everything we're doing here is about long-term. We want to build a company with a great reputation, smart living. So the last thing in the world we want to do is take back take back condos, though you are correct that if that was to happen, we would be in the money. So after every possible effort to ensure everybody closes on the sold out four and five, which are the ones under construction, of course, you know, we would be in the money. They were sold at, I think, the four and five were sold at an average of $8.68 or something. I can't remember. You've been giving me too much detail. Like, we'd be so in the money. We sold, yeah, you know, we've got 20% deposits. So you've got 20% of $8, say, whatever, you know, $8.70, $8.65. You know, you've got 20% of that And then you got Park Place, we're selling it close to 1200. And Artwalk was sold out 1175. So we'd be well in the money, even if you were to kind of want to blow it out and lower from market. But I don't think, just so you know, we probably, I mean, we would also look at renting if we got those back. I mean, it's possible we would, you know, we could also, we've got scenarios where we would rent some of those units if we got them back.

Okay, so there's a lot of slack in it if things do sort of push. That's really the point.

Got a lot of flexibility. I should take the opportunity to say we are not exposed, you know, this is, I don't want to get, this is like famous last words here, but we really have, we do not have exposure anywhere to the sudden weakness or weakening of the condo market. And all of our developments are funded that have commenced. And we're locked into construction prices that are actually yesterday's construction prices on everything that was under construction. The only thing we're exposed to is variable interest rates, so be it. But between our rental and our condo construction programs, we have financing and yesterday's construction prices and anything else, we just haven't started. Art Walk, Park Place, Laval, Muskoosh, Kincardine, Carlton Place, Alliston, 1900 Eglinton, Westside, Pickering. I mean, all of these, you know, and there's many more. which are most of which I just named are approved. We are, you know, slicing and dicing all the variations of commencing those and working with various contractors to make sure that those will be, you know, be profitable. Perfect. That's it. Thanks, Mitch. Thank you.

And that was the last question we currently had in the queue.

okay well um thank you for participating in our q3 um analyst call and uh once again i would like to uh thank peter sweeney um for for his um fantastic dedicated loyal eight years and welcome peter slam uh as our new CFO. And to all of you, we look forward to meeting you again next quarter. Have a good day.

This concludes the Smart Center's REIT Q3 2022 conference call. Thank you for your participation and have a nice day.