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Good morning. My name is Melanie, and I will be your conference operator today. At this time, I would like to welcome everyone to CT REIT's Third Quarter Earnings Results Conference Call. [Operator Instructions] The speakers on the call today are Ken Silver, Chief Executive Officer of CT REIT; Lesley Gibson, Chief Financial Officer of CT REIT; and Kevin Salsberg, Chief Operating Officer of CT REIT. Today's discussion may include forward-looking statements. Such statements are based on management's assumptions and beliefs. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. Please see CT REIT's public filings for a discussion of these risk factors, which are included in their 2018 MD&A and AIF, which can be found on CT REIT's website and on SEDAR. I will now turn the call over to Ken Silver, Chief Executive Officer of CT REIT. Ken?
Thank you, operator, and good morning, everyone. We're very pleased to welcome you to CT REIT's Third Quarter 2019 Investor Conference Call. As is typical with CT REIT, our third quarter results reflect the predictable growth arising out of our large portfolio of long-term triple net CTC leases. In the quarter, we also realized an additional benefit from our successful investment in the former Sears Canada industrial facility in Calgary, this one due to the assignment of a claim arising from Sears CCAA filing. We look forward to further upside in Calgary, once our vacant industrial property at 11 Dufferin is leased up. Another highlight of the quarter was the completion of a joint treasury and secondary equity offering with CTC. With this issuance, we've accomplished our goal of significantly increasing our public float and are advised that with this milestone, we are likely to be included in a number of indices, including the TSX Composite, Capped REIT, Dividend Aristocrats and the High Yield indices when they are next rebalanced. And speaking of dividends, we were delighted to announce our sixth annual distribution increase in the 6 years since going public, a 4% increase to take effect in January 2020. Over our history, we have delivered one of the strongest track records in this sector of AFFO and NAV per unit growth as well as distribution growth, while operating with one of the most conservative and secure balance sheets. Our disciplined and focused strategy is one we believe will continue to reward investors. As we near the end of 2019, one of the other highlights we can look back on is the progress we have made on the Canada Square redevelopment at Yonge and Eglinton in Toronto. As previously indicated, we are excited to be increasing our ownership interest in this exceptional development opportunity to 50%, which is expected to close within the next few months. We look forward to sharing more information about the redevelopment in the coming year. I'm now going to turn the call over to Kevin Salsberg, our newly appointed Chief Operating Officer, to provide an update on our investing activities and operations. Kevin joined CT REIT about 3.5 years ago and has contributed significantly to the growth of the REIT and the quality of our acquisition, development, leasing and asset management programs. Following Kevin will be Lesley Gibson, our Chief Financial Officer, who has recently celebrated her 1-year anniversary with the REIT, to discuss the financial aspects of the quarter. With Lesley and Kevin, together with Kim Graham, Clint Elenko and David Goldstein, I am delighted with the evolution of the senior management team at CT REIT and the depth of talent we have in the organization. Kevin?
Thanks, Ken, and good morning. As outlined in yesterday's release, we are pleased to announce 7 new investments this quarter, totaling $66 million. This includes a new third-party acquisition consisting of a sale-leaseback transaction to buy 11 freestanding retail bank branch locations that was completed subsequent to the quarter end. This portfolio highlights our focus on triple net lease properties and is a great complement to our existing asset base. It is entirely leased to the Bank of Montreal, an investment-grade tenant, on a long-term basis and consists of a geographically diverse set of single-tenant properties situated on great corners and very attractive urban and secondary markets. All leases contain contractual rent escalations every 5 years, providing for embedded organic growth. We are also pleased to announce additional investments related to our pipeline of Canadian Tire opportunities, consisting of 1 vend-in and 5 Canadian Tire store expansions, one of which required us to acquire some additional land adjacent to an existing property that we own. These investments reflect the continued focus on our core strategy and Canadian Tire's confidence in its business and ongoing investment in its store network based on a proven track record of growing sales and improving store-level productivity. In total, these investments, when completed, are expected to earn a weighted average cap rate of 6.5% and will result in an incremental 281,000 square feet, of gross leasable area being added to the portfolio. Additionally, we invested approximately $4 million in previously announced projects that were completed in the third quarter. These projects included the intensification of a Canadian Tire store in Brampton, Ontario, the development of a Canadian Tire Gas+ gas bar in Innisfil, Ontario and the development of a Canadian Tire Gas+ gas bar and car wash in Hamilton, Ontario. At the end of the third quarter, CT REIT had 29 properties under development. These properties represent a total committed investment of approximately $251 million upon completion and a total gross leasable area of approximately 1.3 million square feet, nearly 95% of which has been pre-leased. Excluding the properties under development, our portfolio remains in a strong position with 98.8% occupancy as of the end of the third quarter, remaining consistent with Q3 of the prior year as well as the prior quarter. With that, I will turn it over to Lesley for a review of our financial results.
Thanks, Kevin, and good morning, everyone. Our strong Q3 results yet again contribute -- continued to demonstrate the underlying quality of our portfolio. In Q3 2019, we reported AFFO per unit diluted of $0.261, an increase of 8.3% compared to $0.241 per unit in Q3 of 2018. Additionally, FFO per unit diluted increased by 4.8% to $0.303 compared to $0.289 in Q3 of 2018. Reported net operating income was $93.9 million for the quarter, an increase of 7% compared to the same period in the prior year. The primary drivers of NOI growth include the acquisition of income-producing properties and properties under development completed in 2019 and 2018. Same-store NOI increased by $3.8 million or 4.4% and same-property NOI increased by $4.4 million or 5.1% compared to Q3 2018 and were driven by several factors, including the contractual rent annual rent escalations of 1.5% on average contained within the Canadian Tire store leases, contributing approximately $1.7 million to NOI growth and the recovery of capital expenditures and interest earned on the unrecovered balance and intensifications completed in 2019 and 2018 contributing approximately $1.2 million. In addition, as Ken mentioned, there was an additional component to same-store growth this quarter related to the former Sears tenancy in Calgary, Alberta. The impact of the tenancy changes at 11 Dufferin Place Southeast and 25 Dufferin Place Southeast Calgary and the amount received from the assignment of the REIT's interest and a claim against Sears Canada under the CCAA together with increased NOI by $1.2 million. If we were to adjust the reported same-store NOI growth for this $1.2 million, then same-store NOI growth would have been 3.0%. G&A expenses for the quarter amounted 2.4% of property revenue, which is consistent with Q3 2018. Excluding the fair market value changes, G&A expenses as a percentage of property revenue improved to 2.2% for the quarter. This is due to both the successful implementation of the ERP system and capabilities that have started to demonstrate a positive impact related to the general and administrative expenses and the property operating expenses as well as an increase in revenues, driving same-store NOI growth this quarter. The fair value gain on investment properties as of Q3 2019 was $12.9 million, a decrease of $3.8 million compared to the same period in the prior year. The decrease is primarily due to higher increases in property values across the portfolio in the prior year. Turning to the balance sheet briefly. We continue to maintain a strong and liquid financial position. We have approximately $295 million available on our credit facility as well as over $47 million of cash as a result of the recent equity offering, which we anticipate going to use for the balance of the fourth quarter. As Ken also mentioned earlier, in September, we completed joint equity offering for an aggregate 16.8 million units, comprised of the issuance of 6.3 million units in treasury for net proceeds of $86 million and the sale of 10.5 million units by Canadian Tire Corporation. The net proceeds of the treasury offering we used to pay down amounts owing under credit facility to fund our investment program and for general working capital and corporate purposes. We are pleased with the positive impact the equity offering has had on our float as well as trading volumes, both key ingredients for an improved liquidity for all unitholders. The interest coverage ratio increased to 3.45x this quarter compared to 3.36x in the same period in 2018. This is primarily due to the growth in the EBITDA fair value exceeding the growth in interest and other financing charges, despite the interest related to the lease liabilities included in interest expense in 2019. As of September 30, CT REIT's indebtedness ratio was 42.8%, a decrease compared to the 45.1% as of December 1, 2018, and 44% as of June 30, 2019. The decrease in the ratio was primarily due to the equity offering completed during the quarter as well as our 2019 acquisitions, intensifications and development activities, the fair value adjustments made to our investment property portfolio and a decrease in total indebtedness. Indebtedness to EBITDA at the -- ratio was 6.96x as of the quarter end, lower than the 7.34x reported in Q4 2018 and the 7.16x reported at Q2 2019, primarily related to the EBITDA growth exceeding the growth in CT's total debt. Our AFFO payout ratio this quarter decreased compared to Q3 2018 to 72%, though our Q3 year-to-date AFFO payout ratio of 75% remains in line with 2018. I also want to brief you on the trend in our book value per unit. As of September 30, 2018, the book value per unit was $14.46, representing a 3.2% growth over the book value of $14.01 reported at the end of Q4 2018. The increase is due to net income, excluding distributions. And with that, I'll turn it back to Ken.
Thank you, Lesley. As we near the end of 2019, CT REIT's core attributes have never been clearer. Our ability to deliver both attractive growth and low risk, anchored in a strong balance sheet and the highest investment-grade credit rating in the sector has led again to the announcement of another distribution increase. The clarity and simplicity of our strategy, and more importantly, the results are there for investors to see. And now, operator, I'll turn the call back to you for any questions from our listeners.
[Operator Instructions] The first question is from Himanshu Gupta of Scotiabank.
On the acquisitions, the BMO Bank branches portfolio, which you bought. And I know you've bought CIBC Bank branches earlier as well. Is that a segment you are actively looking at? And what was the cap rate on this portfolio? And what are the rent escalators?
It's Kevin speaking. We can't disclose the specifics of the transaction. To your first question, I would say, yes, this is a segment we're continuing to be interested in. We bought the CIBC portfolio that was similar in nature in 2017. These are nice tuck-in acquisitions for us and obviously, complements the existing portfolio and are very closely aligned with the existing type of assets that we currently own, but we'll do it selectively and opportunistically. So just stay tuned for, I guess, the amount of investment we're pursuing in this vein. The rent escalations are every 5 years. In terms of the cap rate, I can say it's a mid-6 cap, but I can't really give details beyond that.
Sure, Kevin. And by the way, congratulations on your promotion to Chief Operating Officer. And just sticking to acquisitions, Canadian Tire Corporation has recently completed acquisition of Party City in Canada. Are there any plans to vend-in those assets? I mean will you have any exposure to Party City down the line.
So there are no owned Party City assets. So there's no specific vend-ins that might be opportunities for the REIT. We're working closely with Canadian Tire as they develop their plans for any new Party City locations. And to the extent there are opportunities within the REIT portfolio that match their strategy, obviously, we'll work closely with them on that.
Sure. And just switching gears on the onetime that NOI adjustment of $1.2 million. Is that the final amount? I assume most of the amount is from Sears? Or do you expect any more settlement down the road? And the second thing would be, regarding the vacancy at 11 Dufferin, any update there?
Sure, Himanshu, it's Lesley. I'll take the first part of that question. The $1.2 million is comprised of a couple of things we've noted in the MD&A. It's some of the tenancy changes at our 2 Dufferin locations in Calgary and our industrial portfolio as well as the amount we received from selling our claim under the CCAA. And that is really the last piece. That's a onetime transaction for the selling of our CCAA claim.
On the leasing progress, I can say we're in advanced stages with a couple of groups that would take portions of the building. I'm optimistic that we'll be able to get something done there. But we've been at this stage before with others. And obviously, in the current environment today in Alberta, people are somewhat reticent to make investment decisions. So stay tuned, but hopefully, we'll have something for you in the next quarter or 2.
Sure. And probably last question for me on valuation in terms of cap rates, especially in secondary markets. So what are you seeing today versus, say, 18 months back? And how are your Canadian Tire stores performing in these secondary markets, say, compare to 2 years back or 18 months back? I mean, I assume you monitor the store-level performance closely.
On the cap rate side of things, we've talked a little in the past about the liquidity and the level of interest of the type of assets we own, the single-tenant properties in the certain price range. To be honest, they've been flat in all markets, in my opinion, there's still a lot of interest, a lot of buyers out there for these well-tenanted long-term type product. And I think the BMO deal is kind of reflective of that. There was a lot of interest, and we are happy with, obviously, cap rate, but I think it does support kind of our general valuations as it relates to the Canadian Tire portion of our portfolio. And in terms of Canadian Tire's sales and productivity in those markets, I think it continues to be robust. They're doing well. Obviously, they can speak to their trends better than we can, but all things are positive on that end.
Sure. And maybe I'll just squeeze in one last question, on the G&A expenses. And I understand there are some expected savings to do property management internalization and ERP implementation. So how should we think about modeling them next year?
Himanshu, it's Lesley, again. You'll start to notice in the current quarter Q3, since our system went live back in May, we're now starting to see in Q3 I think the benefits of some of that internalization. So the G&A run rates that you see in Q3 are now more reflective of what we think will occur in the future.
The following question is from Pammi Bir of RBC Capital Markets.
Just coming back to the bank branches. Again, this is the second transaction you've done for branches. But should we interpret that as you're looking at doing perhaps more triple net lease transactions even outside of the bank branches, whether it's other retail? Or is it, at this stage, really just the Canadian Tire portfolio and perhaps some branches.
Pammi, it's Kevin. I guess, I would say, similar to my previous comment, we'll be opportunistic about the opportunities. We would consider branching out beyond CTC, beyond banks. Retail is our preferred asset class, but that doesn't mean we wouldn't look at others as well. Obviously, 15% of our portfolio roughly is industrial. So we like that, but those are competitive assets today. So I think it's based on the opportunities that present themselves and whether or not it fits in terms of our asset criteria and, obviously, trying to find accretive opportunities.
And Kevin, congratulations as well. Just on -- maybe on Canada Square, any update on -- you mentioned transaction maybe in the next few months. Can you be a little more specific and perhaps the potential range of the investment to increase your stake?
Pammi, it's Ken. I think in our last call, we had indicated that the purchase price was going to be determined as part of a process as laid out in the co-owners agreement, and that is proceeding perhaps a little bit slow, more slowly than we had expected at the last quarter, but it is unfolding as per the co-owners agreement. So I would expect that we'll see it close in the next few months, as we mentioned in our comments. And at this point, obviously, I can't comment on valuation or the purchase price.
The following question is from Jenny Ma of BMO Capital Markets.
This question is probably for Lesley, but I see in the financial statements that there was $1.8 million of other income booked versus very minimal or almost none in most other quarters. Is that all related to Sears?
No, Jenny. The Sears as well as some of the other changes in tenancy only in total amounted to $1.2 million. The portion from Sears was the larger portion of the $1.2 million of those 2 items, but there's just some other sort of, I'll describe as, sundry revenues and bits and pieces from some of our investments that are showing up in that $1.8 million you see in the other income line this quarter.
Okay. So is there anything in that bucket that might be of a recurring nature? Or is it mostly onetime?
There are some other bits that are -- right, so there are some other bits that are recurring, but I'd say they're quite small, Jenny.
Okay. That's fair. With regards to the BMO portfolio, are you able to comment on the weighted average lease term?
Yes, I believe, off the top of my head, it's about 12 years,
12 years. And are there extensions on it?
Yes.
Okay, great. Okay. And then most of my questions have been answered. My last one is related to some of the Class C Unit expiries coming up in May of 2020. Have those discussions started with CTC?
We have regular conversations with CTC about what their plans are, and we'll continue between now and then, but nothing has been decided at sort of this early juncture as of yet.
[Operator Instructions] The following question is from Sam Damiani of TD Securities.
Maybe, Ken just to start off, the leverage of the REIT has come down consistently over the 6 years of its history. What is the goal over the next couple of years? I know it will pick up once the Canada Square acquisition closes a little bit. But are you targeting low 40s or even 40% or lower going forward?
Sam, I'd say we're certainly comfortable with the leverage that we're operating at today. You're absolutely right, it has come down over the years. We think that, that has been a prudent path to be pursuing. And I wouldn't say that we would be looking at material differences in our leverage in either direction at this point.
From where it is in Q3?
Yes.
Okay. And over to the triple net sort of strategy. You talked about that a little bit already, but I wonder -- would gas stations not operated by Canadian Tire? Would that fit the bill if that opportunity were to arise?
Sam, it's Ken again. And I'd say, theoretically, yes. I mean we would be looking across, as Kevin mentioned earlier, different asset classes, different kinds of properties. I think what we would be looking for as you find with the net lease REITs in the U.S. that they invest in quite often a variety of asset classes, but we'll be focusing on the certain -- obviously, the attributes that you would be looking for in an attractive triple net investment.
Okay. That's helpful. And back to Canada Square, just to touch on it. It sounds like it might even slip into early 2020 in terms of the actual closing of the increased interest. Is that something you meant to hit that in your comments, Ken?
Yes. So -- yes. I mean, at this point, it's -- we don't think -- at this point in the process when you're getting close to the end of the fiscal year, it could tip over into Q1 for sure.
And just a couple little ones to finish off here. Orillia Square, it looked like the timing has been delayed a little bit there. Any update on what's going on there and sort of leasing for the backfill space?
No, the timing delay is actually mostly related to Canadian Tire's requirements to remediate their portion of the site. So they require a little bit of extra time to decommission the service center and provide it back to us in the condition as required under the lease. So that was a little bit more onerous than we expect it to be.
And I guess it's too early to talk about backfilling that space at this point?
Yes.
Okay. And just finally, the Brampton expansion. Just curious that's -- that store looks like it occupies the full site already. How are you squeezing in another, I think, it's 16,000 square feet?
I believe that one's going to be a rear expansion. So at the rear.
The following question is from Tal Woolley of National Bank Financial.
I just wanted to ask, we're sort of about 2 to 3 years in with Canadian Tire, pushing its e-commerce business in the mainline banner. And I'm just wondering when you look at the distribution center strategy that they've got for their business right now, as the e-commerce portion grows for the business, do you see any sort of changes to the distribution center strategy where you might see them having to develop like e-commerce only DCs, that kind of thing that might involve CT REIT in the future?
Tal, it's Ken. As we've mentioned earlier, both in this call and in other calls, we stay pretty close to Canadian Tire and their planning, including their plans for their supply chain. And want to understand, continue to understand the implications of their e-commerce strategy on their bricks-and-mortar network, both retail and supply chain. A very long way of saying there's nothing concrete to report in terms of how we might participate with Canadian Tire in their evolving plans. Suffice it to say, though, that to the extent that we can, we would like to participate.
[Operator Instructions] The following question is from Himanshu Gupta of Scotiabank.
Sorry. Sorry, there's a follow-up here on Jenny Ma's question on the Class C units. So I know $200 million is up for renewal in May 2020. Just trying to understand how is the agreement with CTC structured? I mean in case it is automatically renewed for 5 years, will there be a rate reset. And I mean, how will the new rate be determined? I mean, the reason I'm asking is, current rate is like 4.5%. So there could be potential for interest rate savings there.
Himanshu, it's Lesley. The rate reset does provide for renewal of those maturing at the end of May in 2020. The rate would be set based on market rates at that point in time. So -- such that if it continued -- the current rate environment continued into 2020, yes, we'd expect to see some rate savings on the -- compared to the current rate that is in place for that sort of $250 million.
The following question is from Sumayya Syed of CIBC.
Just have the one question probably for Ken here. So we've obviously seen strong demand for the single-tenant net lease type assets in the private buyers' space. A couple of your peers have done some asset sales. Any thoughts there? Does that seem like something you could potentially do down the line?
I wouldn't say that large-scale capital recycling would be on our radar screen. I would say that it is quite possible that we might want to rotate out of some assets or markets and do some capital recycling going forward. But I don't think that what you've seen our peers do is necessarily something you'll see us do.
As there are no further questions at this time. I will turn the call over to Ken Silver, CEO, for closing remarks.
Thank you, operator, and thank you all for joining us today. We expect our fourth quarter results will be released in the second week of February. We look forward to speaking with you then, and we also wish you all the best for the upcoming holiday season.
This concludes today's conference call. You may now disconnect your lines.