SmartCentres Real Estate Investment Trust

Good day, ladies and gentlemen. Welcome to the Smart Center's REIT Q4 2023 conference call. I would like to introduce Mr. Peter Slan. Please go ahead.

Thank you and good afternoon and welcome to our fourth quarter and year-end 2023 results call. I'm Peter Swann, Chief Financial Officer. I'm joined on today's call by Mitch Goldhar, Smart Center's Executive Chair and CEO, and by Rudy Gobind, our Executive Vice President of Portfolio Management and Investments. We will begin today's call with some comments from Mitch. Rudy will then cover some operational items, and I will review our financial results. We would then be pleased to take your questions. Just before I turn the call over to Mitch, I would like to refer you specifically to the cautionary language, about forward-looking information which can be found at the front of our MD&A materials. This also applies to comments any of the speakers make this afternoon. Mitch, over to you.

Good afternoon everyone and welcome to our fourth quarter call. I'm pleased to report strong overall results for Q4, building on the momentum of the three previous quarters. Before I get into the details, a quick reminder for those who may be newer to smart centers. At 35 million square feet and 100 Walmart strong, our commitment to value and convenience has never wavered, starting from our first new build Walmart in Southbury, which is now celebrating its 30th anniversary. This store and shopping center continues to perform above expectations to this day. It was busy on opening day in a snowstorm like today, and it has been busy every day for the last 30 years with no end in sight. Portfolio occupancy was maintained at a leading 98.5% leased throughout all of Q3 and Q4 and with over 99% cash collections, a well-balanced combination of offense and defense. This portfolio is located in the midst of established residential communities across the country and in every province with a wide tenant mix, strong covenant tenants who provide essential products and services in every one of our locations. Leasing continues to strengthen with existing and new retailers continuing to demand more locations or expand in various growing markets. New build retail demand from the likes of TJX, Canadian Tire Banners, Loblaws Banners, Sobeys Banners, to name just a few, is also growing in both large and small markets. Tenant retention remains strong. The renewal rates are up just over 5% reflecting the demand of local communities and the need for well-located physical retail. More on leasing in a minute from Rudy. Built on this stable cash flow, cash generating platform, we continue to construct on the significant mixed use permissions already in place. Here are a few highlights. During the quarter, we completed the balance of the transit city four and five condos closing on the remaining 106 units for a profit of $2.7 million. We also continued our site work for our 40-story art walk project comprising 320 sold-out units right here in the VMC. Through our smart living brand, our 458-unit Millway apartment rental project here in the VMC was fully completed during Q4. And with the stage occupancy during the year, we are now at 65% leased. 60% lease at year end, which is on time and slightly ahead on budget. Construction of our 174 Vaughan Northwest townhomes with our partner is progressing well with closing scheduled to commence in Q2, 2024. In Leaside, We continue with our site work for a 224,000 square foot retail center, comprised primarily of a 200,000 square foot Canadian tire flagship lease. In Ottawa, we are progressing with our new partner on our planned seniors residential and apartment buildings, totaling 402 units. which was previously delayed as a result of a prior partner. And lastly, we are under construction on six self-storage units at various stages of completion and totals near 900,000 square feet at 100% as outlined in our MD&A. As you can see, even in this more complex market, we remain selective selectively active making use of our skills and dexterity bringing projects forward based on their merits and metrics and only when financing is available in the meantime we work actively as always seeking additional uses throughout the portfolio in 2023 we achieved over 7.8 million square feet of mixed use permissions compared to the 6.1 million achieved in 2022. We remain committed to unlocking the tremendous value embedded in the lands we already own. You can find a lot more details in the residential and other mixed use development initiatives section in our MD&A. On the financial side, Peter will provide a full update in a minute, but let me emphasize a couple pertinent items. Maintaining our conservative balance sheet remains a high priority for us, along with maintaining a significant unencumbered asset pool, which now stands at $9.2 billion. Our debt level continues to recede and liquidity remains in excess of $800 million. On a final note, my thanks and appreciation to our great team of associates and partners, and of course our tenants, for your commitment and dedication to what Smart Centers has always stood for and continues to stand for which is bringing value to Canadian communities. With that, I will pass the call over to Rudy.

Thanks, Mitch, and good afternoon, everyone. The fourth quarter continued to reflect a doubling down on demand by retailers for high-quality, high-traffic space. The dominance of a Walmart anchor remains incomparable to any other, given its combination of mass merchandise, electronics, full grocery, pharmacy, and the purchasing power of a global retailer. The momentum and demand by retailers continued building throughout 2023, culminating with an industry-leading 98.5% lease portfolio, as Mitch just mentioned. Competition for small amounts of remaining vacant space continues, Driving rents upwards steadily. Demand surge from our existing portfolio of retailers, as well as from new entrants. Our TJX, Canadian Tire Banners, pharmacy, pet stores, banks, dollar stores, liquor, QSRs, and full-line grocers. All remaining very active, wanting to secure any remaining vacant space. And given our proximity to residential, we're also hearing from a number of new interested parties in complementary categories such as entertainment, gaming, logistics, health and personal care. Demand for new-built retail is also on the rise and for significant sizes. and in some markets that may surprise you like alliston carlton place london orleans and bracebridge while these are smaller markets our centers dominate in most of these communities and are typically 100 percent least and as consumers continue to battle inflation a great sense of comfort comes from knowing where prices are reliably low quality meets their expectation and with little substitute for a highly convenient location. For smart centers, the strategy remains clear in delivering value and convenience to every community in strengthening our shopping centers while preparing the way to city centers with our intensification program utilizing lands we already own within our centers. With tenant retention in the 85% to 90% range over the past few years, 2023 was no different, and renewal rents in the quarter came in at an average of 5.3%, excluding anchors. For some specifics, it's not unusual to see one or two tenant restructurings after the Christmas shopping season, and this year was no different. This year, Mastermind filed for creditor protection for their 66 locations. We have six of these and just two are being affected. The source closed six locations but all with small footprints and easily releasable. And finally, bad boy filing in the quarter and subsequent to year-end closing its stores and their warehouse. We have no retail store locations but nevertheless it was disappointing to see this retailer closing its doors. For our newly built industrial warehouse with 40-foot clear ceilings, we expect releasing in short order and at better rents. As you know, in November 2022, Lowe's Canada was sold with the expectation of rebranding all locations to Rona by late 2024. Our location in Vaughan closed, and while it's sad to see, it did unlock significant value for future mixed-use developments. while giving us the flexibility to structure leases the way we need and to generate some short-term income in the intervening years. We have good interest in the space, especially when you consider what's going on in the VMC, but we'll be taking care to maintain the flexibility we need to execute our intensification plan over time. Grocers, such as Loblaws, Sobeys, and Metro are all very active, wanting to add new stores to expand their customer reach. I don't need to tell you the importance of having another full-line grocer on our existing sites or in a new site to be developed, which we are also looking at. Dollarama, Michaels, Marks, Golf Town, TJX have all signed new deals in the quarter, solidifying their position with us in many mid-markets. Large tenants like Canadian Tire and their banners are selectively expanding some of their stores, which affords us the opportunity to shuffle the CRU deck a bit. One of the great advantages of the open format design that is Smart Centers. As you can tell, relationships matter. And strong national relationships matter even more. So we are very proud that we are able to help our tenants grow and innovate their business with more locations and lease flexibility. Our premium outlets continue to dominate in this category and exceed even our partners' expectations. We are 100% leased, with traffic and sales continuing to improve. Growth in QSR concepts continue with demand from U.S. concepts in the chicken, pizza, and hamburger categories, such as Chick-fil-A and Chipotle, all driving higher rents. Our national platform offers a unique opportunity for any new entrant looking for a coast-to-coast or regional presence. And lastly, while NOI was down modestly in Q4 over Q3, most of this change was a result of year-end final CAM billings, which gets adjusted in the CAM installment rates for tenants in the new year. All in all, 2023 operational results delivered on every metric. Occupancy, NOI, cash collections, renewals, an improving array of tenants serving the everyday needs of each community, embedding value for the long term. As we continue to see, all of this culminates in the stable and growing cash flows we expect for years to come. With that, I'll now turn it over to Peter.

Thanks, Rudy. The financial results for the fourth quarter and full year once again reflect a strong performance in our core retail business and a continued contribution from our mixed-use development portfolio through the final closings at Transit City 4 and Transit City 5 condo towers in the Vaughan Metropolitan Centre. For the three months ended December 31, 2023, FFO per fully diluted unit was 59 cents, an increase of 4% from the comparable quarter last year and an increase of 7% from last quarter. These results include $2.7 million, or one cent per unit, of profits from the closing of the remaining 106 condominium units at Transit City 4 and 5. Higher rental income was driven by increases in base rent, primarily due to contractual rental step-ups, lease-up activity, an increase in percentage rents, and rents from self-storage and apartment properties, all partially offset by higher interest costs. Our FFO also includes a gain on our total return swap of $0.07 per unit. As a result, FFO with adjustments, which excludes both the condo profits and the TRS gain, was 51 cents per fully diluted unit for the fourth quarter. Net operating income for the quarter remained essentially flat, with a marginal decline of $0.7 million, or half of one percentage point, from the same quarter last year. Including our equity-accounted investments, however, NOI increased by $2.7 million, or 2%, largely due to condo closing profits, higher rental renewal rates, and continued strong performance across our shopping center portfolio. Same property and OI, including equity accounted investments, increased by $2.3 million, or 1.7%, compared to the same period in 2022. G and A costs were somewhat elevated compared to Q3 due to some development costs that we wrote off during the quarter, amounting to approximately one cent per unit of FFO. Leasing activity remained strong during the quarter. Our occupancy level, including committed leases, was 98.5% at the end of Q4, unchanged from the prior quarter, and up 50 basis points from a year earlier. In terms of distributions, we maintained our distribution during the quarter at an annualized rate of $1.85 per unit. The payout ratio to AFFO for the three months ended December 31, 2023 was 89.4%, an improvement from 95.7% for the same period a year earlier. During the quarter, as Mitch mentioned earlier, we closed on the sale of the remaining 106 condominium units at Transit City 4 and 5 for gross proceeds at the REIT's 25% share of $13.2 million and net profit of $2.8 million. For the full year, we have booked net profits on these two condo towers of $25.5 million on gross revenues of $136 million, resulting in a margin of 18.8%. Adjusted debt to adjusted EBITDA was 9.6 times in Q4, representing continued modest improvement from 10.3 times in the prior year and 9.7 times last quarter. The improvement was as a result of both growth in EBITDA and the repayment of approximately $87 million of debt during the quarter, including repayments under equity-accounted investments. Our debt to aggregate assets ratio was 43.1% at the end of the quarter, a 50 basis point improvement compared to the same period a year earlier. However, as construction proceeds on some of our larger development projects and condo profits fall off from our trailing EBITDA levels, we do expect our leverage ratio will begin to grow modestly. Our unencumbered asset pool increased to $9.2 billion in Q4, from $9.1 billion last quarter. Our unsecured debt, including our share of equity-accounted investments, was $4.3 billion, virtually unchanged from the prior quarter, and represents approximately 81% of our total debt of $5.3 billion. During the quarter, we recognized a fair value loss on our investment portfolio of $14.9 million. This adjustment was mainly attributable to a cap rate increase of 25 basis points for our premium outlet properties, partially offset by rising rental rates and increased leasing activity. In addition, we recognized a fair value loss on our EAI properties of $13 million, which was attributable to a cap rate increase of 50 basis points for our office properties in the VMC. From a liquidity perspective, we are very comfortable with our current liquidity position, with more than $523 million of undrawn liquidity as of December 31, including our share of equity-accounted investments and cash on hand, but excluding any accordion features. The weighted average term to maturity of our debt, including debt on equity-accounted investments, is 3.6 years. Our weighted average interest rate was 4.15%, a slight increase of two basis points from the prior quarter. Our debt ladder remains conservatively structured, where the most significant aggregate maturities are in 2025 and 2027. Approximately 80% of our debt is at fixed interest rates. Just before we open the call up to questions, I want to touch briefly on our development projects that are underway. Once again, we have updated our new MD&A disclosure, focusing on those development projects that are currently under construction. You can find this on page 17 of our MD&A materials, and you'll see there are currently 12 projects under construction, down from 13 last quarter. There were two additional projects that commenced this quarter, and three projects that were completed. The two new ones are self-storage projects, one on Jane Street in Toronto, the other in Dorval, Quebec. The projects that came off the list were the Millway purpose-built residential rental project and the Transit City 4 and 5 condo projects, all in the VMC. The REITs share of the total capital cost on these 12 projects is approximately $578 million, with the estimated cost to complete standing at $382 million. We expect to see initial closings on the first phase of the Vaughan Townhouse development in the first half of 2024. And with that, we would be pleased to take your questions. Operator, can we have the first question on the line, please?

Yes, of course. First question comes from Mario Saric from Scotia Capital. Please go ahead. Please go ahead, Mario.

Thank you for taking my question. Just a couple really quickly. Maybe first for Rudy, with occupancy essentially at a max 98.5%, how should we think about 2024 expected lease removal spreads, both including and excluding anchors?

Sorry, Mario. Can you repeat that? I didn't hear the end part of that.

I'm just asking, given occupancy is essentially at a maximum leading within the sector, what is your expectation for 24 lease renewal spreads, both including and excluding anchors?

We don't expect it to be... Any lower, I'll say it this way. We don't expect it to be any lower, Mario, than we have found in 23, given that we have fewer, less space to lease, and demand is still remaining strong. So we expect the spreads to be a little bit better than we're seeing right now. And you've seen the spreads that we've had in the last quarter, and it's improved in Q4. So we do expect to see some uptick on that. Where you see the tenants coming in from south of the border, there will be even bigger spreads in that area.

Got it. Okay. And then you also spent a bit of time kind of rhyming out some of the tenant failures in the broader market post the holiday season. When you look out into 24 outside of those tenants, which it seems you have very minimal exposure to, are there any larger leases from an expiration standpoint that may not renew? Are you pretty comfortable with kind of a 98.5% occupancy kind of holding through 24?

Yeah, I mean, there's two things. One is... No, we keep a close eye on what we call at-risk tenants, and we talked about that on our last call a little bit, and we talked about a couple of tenants that we were concerned about. So no, I think now that we've gone through the year end, we are not expecting any further deterioration in that for this year, because again, that normally happens right after the Christmas holidays. So that is looking very positive. And, you know, we did have a time for many, many years where we were 99% occupied, if you recall. So we are not planning on stopping at 98.5% occupancy. We're carrying on leasing and talking to all of our tenants, new and existing, in our portfolio.

Okay. That's helpful. Thanks, Rudy. A quick financial question for Peter. Perhaps the floating rate debt as a percentage of total debt remains at 18 to 20%. I think you mentioned 20% in your prepared remarks. While it's perhaps delayed a couple of months, the expectation is still for the short end of the curve to come down over the summer. So is staying at 20% a conscious decision given the expected lower rates later this year, or is it more kind of structural in nature?

I would say it's conscious, yeah.

Okay, so where do you think that 20% could evolve to by the end of the year?

You know, a portion of that floating rate that is used for our construction facilities, and we have just embarked on a couple of new large projects, the Art Walk project here in BMC, the Canadian Tire Project and Leaside. And so as those ramp up, we'll continue to see the incurrence of floating rate debt. I would expect the ratio to remain relatively stable over the course of the year, though, Mario.

Okay, that's it for me. I'll return to the queue.

All right. Next question comes from Matt Cornack from National Bank Financial. Please go ahead, Matt.

Hey, guys. Just quickly, I have the benefit of being new to this name in a quarter that's got, I think, a fair bit of one-time adjustments. But can you... Give us a sense as to what the impact of that CAM expense this quarter would have been and how it would kind of revert back in Q1.

Yeah, hang on. I don't have the exact number in front of me, but that would probably be a couple pennies in terms of the impact on the NOI. And again, that is not going to be a recurring item because we adjust for that after we do our final year-end billings in the CAM installments for 2024 that we send to tenants.

Okay, and I think there was a $4 million adjustment on the same property number, and part of it would have related to bad debt expense versus recoveries year over year but uh would that also be in that four million or is that something in addition to the four million that's part of it that is exactly part of it and there would be a little bit of provision dcl that's also included in there yes okay so if i add that number back i should get to something that is stable i guess yes okay Okay, no, that's helpful. And then the other adjustments during the quarter was, I think, with regards to Millway, because it's 60% occupied at year-end, presumably a little less so during the quarter, did it generate any NOI or was it a net negative because you had costs but not necessarily enough rent to offset them? And how much interest would you have decapitalized relative to that project? It was essentially a break-even, Matt, during the quarter. Okay. So we'll get the incremental NOI contribution. And I guess is lease-up expected? Winter's usually not the biggest lease-up, but kind of by mid-year, 2024?

We're currently leasing at an average probably of, you know, it's between five and ten units a week. That's as much as we can actually do, you know, so You know at 10 a week You know, it's like 20 I guess it's like 20 30 weeks maybe 30 weeks from now So most of the year Okay That's helpful

And then lastly, just with regards to G&A and the capitalized amount to the development portfolio, I know you used to disclose it, but will that impact future G&A if you are less active on development, or is that number kind of steady this year and into 2024 in terms of the capitalized amount?

Development activity isn't direct in proportion in relation to development people because a lot of our people are on the land use side. But when it comes to development, the actual physical construction, I don't think we see a reduction in overheads as relates to that. Peter, do you want to?

As it relates to this quarter in particular, Matt, Q4, the amount of G&A did include a one-time write-off of about $1.7, $1.8 million relating to development activities that we're no longer pursuing. So that's not recurring.

Okay, so that's almost $5 million of, I guess, service and other revenues, I guess. Oh, no, that's, sorry, I'm looking at the wrong line. I know $10.5 million was higher than... what we had seen historically on G&A. Okay, so we can back out 1.7 million from that as well to get to a stabilized figure.

Correct. It's about a penny a share of FFO.

So consensus, I'm going to just ask this bluntly, but consensus was, I think, 54 cents versus 51 ex-condo gains in the total return swap. It sounds like if we make these adjustments It should be largely in line with that figure. Is that a fair comment? Yeah, I think so. Okay. Thanks, guys. I'll turn it back.

All right, perfect. The next question comes from Sam Damiani from TD Securities. Please go ahead. Please go ahead, Sam.

Thank you, and good afternoon, everyone. First question for me is on the miscellaneous revenues because they were up nicely not only for the year but in the fourth quarter as well. I assume this is still largely coming from parking and the premium outlets. But how do you see that playing out in 2024? How much gas is left in the tank on that line item?

Its majority of that is percentage rents from premium outlets and parking revenue. And we do think there's a lot of, you know, gas left in both of those tanks. They're both robust. In fact, the parking, particularly VMC, is very strong. And TPO is, you know, is also, you know, both of them are very strong. So we would expect to continue, you know, those numbers to continue.

Sorry, Sam, we lost you.

Yes, hi, this is the operator. I believe his line dropped. If you'd like to ask a question, please press star one.

If we have the next question in the queue, we can move there.

And if Sam dials back in, let's get him back on the call.

I don't know what happened. Can you hear me now?

You completely answered your question and your next question, Sam.

So you already answered my next three questions? That's really, I'm so impressed. So the next one was just actually on the credit losses. $1.2 million in the quarter, $1.8 million for the year. It seems to kind of resurface after a pretty quiet 2022 year. So do you expect sort of this expense line item to continue into 2024? And I guess really what's driving it? Where are the areas of, I guess, challenges in your tenant base that is driving this?

Well, I'll defer to Rudy on any challenges, Sam. But essentially there was a net recovery stemming from – you know, some COVID matters that were just coming to an end and we had over-provided during COVID. So there was a net recovery in the prior year. And then this year is a much more normalized run rate that I think is as good as anything in terms of going forward.

Yeah, and I would say, Sam, the same thing. In the COVID year 2020, 2021, we had some big, big ECL provisions. And then in 22, we saw a recovery of a lot of those because tenants were around. 2023 is starting to become a steady state. So Peter's staying on.

Okay. Last question for me, probably a quick one, just an update on disposition intentions, where you see, you know, taking the leverage. I know, Peter, you mentioned just with the progression of condo gains getting further in the rear view mirror, the debt to EBITDA calculation is going to go up a little bit. Just what are your thoughts and targets on leverage over the next couple of years?

We're keeping close eye on that, I guess. It's starting to feel like, you know, that's more, the market's more conducive or, you know, conditions out there are moving in the direction. So we'll see. But yeah, we are open or we're interested in dispositions, you know, at the right price. But, you know, until now, you know, it just hasn't been a market for dispositions. So it seems like it's opening up a little bit. And if it opens up a little bit more, we'll certainly be exploring that.

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

Thank you. And we don't have any more questions in the queue. But just as a reminder, if you'd like to queue up your questions, please press star 1.

And we have two more questions that queued up.

We're just going to get the name. It won't be long.

All right, next question comes from Panny Burr from RBC Capital Markets. Please go ahead. Go ahead, Panny.

Thanks. Hi, everyone. I just wanted to, on the back of Sam's question, just with respect to the dispositions that you said you're open to, does that include income assets or are you referring more to density?

I mean, it's more to do, it's strategic, you know, just equity raise. It would be, ideally, it would be just density, land, not income. But, you know, I guess there would be a scenario where it might be possible that there would be some income involved. But I guess, ideally, it would be just density.

Okay. I wanted to come back to some of the earlier remarks with some of the tenant closures that you mentioned. Can you just comment on the estimated impact on occupancy that you see over the next few quarters and how you see that sort of trending over the year as you backfill that space?

Generally speaking, there's going to be maybe a bit of an impact in the beginning, maybe in Q1, but there's a lot of interest. in those and actually there are opportunities. So there's a lot going on on those, but the effects, probably the, you know, the impact will be, you know, maybe felt in the first quarter, but after that, it'll be, it'll be, you know, it'll be, it'll be positive and ultimately, you know, short, medium term, potentially, you know, really positive. Rudy, do you want to add anything?

Yeah, not much to add to that, Mitch. Pam, if you look back at the last few years, you'll see a trend. And with tenants after the Christmas season, like I mentioned earlier, the few, there'll be a little bit of softness in Q1 as usual, and then it builds quickly into the balance of the year. So I expect to see that trend to continue throughout this year, and especially with all the new builds that I talked about and tenants being very interested in space. That'll get rebuilt quickly, we think.

So if you just sort of put all that together, is it fair to say that the same property in Hawaii growth for 2024 perhaps wouldn't be that dissimilar from what you delivered last year?

It's hard to say. It could very well end up being similar, but it's a little bit throw you off, but it's a little lumpier because there's some big potential kind of big deals. But I guess, yeah, other than that, I guess it's probably similar. It has potential for being better. We're sort of being conservative when we say it. We're sort of hoping it will be the same or better.

Got it. Okay, just a couple small ones. On the pickering industry, what's your sense of releasing on that space and maybe the upside you think you can capture?

That deal was done, you know, before we even, you know, bought the land. So, you know, it was a slightly preferred rent. You know, it was actually, it is, was, I'm sorry, land owned by IO, Investment Ontario, that only sold lands under certain circumstances, but on pretty, you know, reasonable terms. So we're quite, we're in, I think, at a good number there. And that's why their rent was favorable. It was all part of it. So yeah, I mean, market rent is higher than their rent. There is quite a bit of interest. There's been interest even before that event. It's been steady. In fact, I don't think there's been a week that's gone by that there hasn't been somebody seemingly serious about taking what was the remaining vacancy and now the entire building. But yeah, I mean, it's been a bit, a bit elusive in terms of getting it absolutely buttoned down, but there's been a steady stream of very serious companies interested in the building. And so that's sort of the anatomy that, you know, of, of, you know, of we're in the right place. The planets are lined up nicely, but until it's done, I mean, it's, it's vacant, but we full, we anticipate it'll be fully leased this year. You know, based on what's going on in the negotiations we have going on.

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

Thank you. And our next question comes from Dean Wilkinson from CIBC World Markets. Please go ahead.

Thanks. Afternoon. Just one question for Peter. Going back to Mario's question around the floating rate debt exposure,

the majority of that is related to the construction lines correct uh yes that's right dean the majority of it uh is related to uh construction debt and and then you know as that as those projects get built out we look at takeout financing to term it out

Right. So how much of that would be capitalized as opposed to just sort of flowing through to the cash flow?

I don't have that number at my fingertips. I'm happy to get back to you after the call, Dean.

Okay, great.

Let's go ahead. Thanks, Chris.

Thank you. And we don't have any more questions in the queue at the moment. But just as a quick reminder, if you'd like to queue up for a question, please press star 1.

Don't seem to have any more questions.

Okay.

Well, thank you all for participating in our Q4 and year-end analyst call. Please feel free to reach out to any one of us if you have any further questions, and have a great rest of your day. Thank you.