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Good morning. My name is Valerie, and I'll be your conference operator today. At this time, I would like to welcome everyone to CT REIT's Q3 2021 Earnings Results Conference Call. [Operator Instructions]The speakers on the call today are Ken Silver, Chief Executive Officer, CT REIT; Kevin Salsberg, President and Chief Operating Officer, CT REIT; and Lesley Gibson, Chief Financial Officer, CT REIT.Today's discussion may include forward-looking statements. Such statements are based on management's exceptions 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 2020 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 2021 Investor Conference Call.Since the pandemic began and in spite of the disruption abroad, CT REIT has added to its successful track record and delivered growth in AFFO per unit, a stronger balance sheet and credit metrics and distribution increases. Our third quarter 2021 results reflect our solid business model as well as the ongoing economic reopening and recovery as once again, we recorded no bad debt expense in the quarter on top of occupancy rates and rent collections at pre-pandemic levels, which, in case you thought I wasn't going to remind you, are above 99%.The hallmarks of CT REIT are not only our resilience and reliability, but our disciplined investment strategy that has seen our portfolio of primarily net lease assets grow since our IPO by over 100 properties and 10 million square feet of GLA.Yesterday, we announced the acquisition of an additional 4 properties, 1 from Canadian Tire and 3 from third parties, which have closed or will close by year-end, totaling 363,000 square feet of incremental GLA, each a prime property in their respective markets. We also announced additional investments to intensify the existing CTC-tenanted properties. With these newly announced investments, our total development pipeline grows to approximately 1 million square feet at an approximate total investment of $300 million.With that, I'm going to turn the call over to Kevin to provide more detail on our investing activities and operations. Lesley will then review the financial aspects of the quarter before turning the call over for questions. Kevin?
Thanks, Ken, and good morning, everyone. As outlined in yesterday's press release, we are pleased to announce 9 new investments this quarter, requiring an estimated $109.5 million to complete. These new projects consist of 2 Canadian Tire store expansions, where the tenant will take over existing CRU space in both Bowmanville and Kenora, Ontario; and 3 Canadian Tire store expansions where we will actually be increasing the gross leasable area of the property in Burlington, London and Whitby, Ontario. Additionally, we announced the vend-in of a Canadian Tire store and Canadian Tire Gas plus gas bar in Goderich, Ontario and the associated future Canadian Tire store expansion.Subsequent to the quarter, CT REIT completed the acquisition of a Walmart Supercentre-anchored property from a third party in Halifax, Nova Scotia. This property is very well located in the heart of Halifax' dominant retail node and serves as a great addition to our portfolio of premier net lease assets.Finally, we are also pleased to announce the acquisition of 2 Canadian Tire stores from a third party located in Airdrie, Alberta; and Beauport, Quebec. This transaction remains subject to customary closing conditions and is expected to close prior to year-end. When completed, all of these investments are expected to earn a weighted average going-in cap rate of approximately 6.31% and will add roughly 449,000 square feet of incremental GLA to the portfolio.With respect to previously announced investments, we spent $14.2 million in the third quarter and completed the previously disclosed vend-in of an existing Canadian Tire store and Canadian Tire Gas plus gas bar in Trenton, Ontario; and the development of a freestanding BMO Bank branch pad in Medicine Hat, Alberta, which added approximately 75,000 square feet of incremental GLA.In the quarter, we also completed agreements with CTC to extend 6 Canadian Tire store leases in conjunction with future plans to invest in these locations through Canadian Tire store intensification projects. At the end of the third quarter, CT REIT had 30 properties that were at various stages of development. As Ken mentioned in his opening remarks, these projects represent a total committed investment of approximately $300 million upon completion, $71 million of which has already been spent and $96 million of which we anticipate will be spent in the next 12 months.Furthermore, these projects will add total incremental gross leasable area of approximately 1 million square feet to the portfolio, 96% of which has been pre-leased. Our portfolio remains in a strong position with CT REIT's occupancy rate at 99.3% as of September 30, 2021, which was slightly above the occupancy levels in Q3 2020 as well as the prior quarter.And with that, I will turn it over to Lesley to review our financial results.
Thanks, Kevin, and good morning, everyone. Our strong results in the third quarter continue to demonstrate the underlying quality of our portfolio. Our rent collections for the third quarter remained stable at 99.7%. And again, this quarter, we recorded no bad debt expense.In the quarter, we reported AFFO per unit on a diluted basis of $0.279, an increase of 6.5% compared to Q3 of 2020. Additionally, diluted FFO per unit increased by 4.3% to $0.312 compared to $29.9 million (sic) [ $0.299 ] in Q3 of 2020. Reported net operating income was $100.8 million, an increase of 5.9% or $5.7 million in the quarter compared to Q3 2020. The main contributors to growth were the rent escalations in the CTC banner leases, which contributed $1.6 million; as well as the acquisition of in computing properties completed in 2021 and 2020, which contributed a further $1.8 million to NOI growth.Compared to Q3 2020, same-store NOI increased by 3.5% or $3.3 million and same-property NOI increased by 3.6 million -- sorry, 3.6% or $3.4 million, primarily due to increased revenue derived from contractual rent escalations, improved tenant recoveries and lower credit loss provisions. Adjusted G&A expenses as a percent of property revenue were 2.4% for the quarter, which was in line with the 2.5% for Q2 2021.The REIT recorded fair value increase of $5.8 million on our investment properties for the third quarter of 2021. The increase in the fair value adjustment on investment properties was mainly driven by contractual rent escalations. Our AFFO payout improved slightly compared to the same period in 2020 to 75.3%.Turning to the balance sheet briefly. There's also been continued improvement in our debt metrics, with the interest coverage ratio increasing to 3.76x in Q3 compared to 3.6x for the third quarter of 2020. The increase in interest coverage ratio is primarily due to continued steady growth of net operating income. CT REIT's indebtedness ratio has also improved and was 41.1% as of September 30, 2021, compared to 42.9% a quarter ago. The decrease was primarily due to the growth from the fair value adjustments and the REIT's 2021 acquisition intensification and development activities, along with a slight reduction in total indebtedness.In addition, with our bank credit facility now extended to 2026 and $294 million available through our committed credit facility and $7 million of cash on hand, we continue to maintain liquid position.And with that, I will turn the call back to the operator for any questions.
[Operator Instructions] Our first question is from Himanshu Gupta with Scotiabank.
So just looking at the investment activity, the Walmart Supercentre, so what was the rationale for this investment? I mean I don't remember you buying Walmart Supercentre. So is that something you can consider in the future as well for expansion?
Thanks for the question, Himanshu. Yes, this would be our first acquisition of a Walmart. I would describe it as an opportunistic buy that fits with our net lease portfolio strategy, obviously, Walmart being a great investment-grade tenant.We're very comfortable with the real estate. There's a Canadian Tire in that node in a third-party-owned asset. So yes, I think it's just -- we like the property. We like the deal, and it fit the strategy.
And can you disclose the cap rate on this, specifically for the Walmart? And what was the lease term on this asset?
We wouldn't disclose the specific cap rate. I would just say it would be higher than our average going-in yield for most projects. There's a little less rent growth associated with this asset. So on an IRR basis, it would be comparable to, say, our Canadian Tire deals. And there are -- there's 5 years left on the Walmart lease.
Awesome. That's great. And then looking at the total investments, $110 million, how will that be financed? Like do you know how much equity will be issued and if you're issuing any Class C debt as well?
Himanshu, it's Lesley. We will take a look at that. I mean where we are right now in sort of the low 40s percent in terms of leverage is somewhere we'll be. So we'll be financing that sort of over due course with sort of a similar mix of debt and equity for that.It's perhaps more unlikely to finance it through Class Cs. Things from Canadian Tire, we're more likely to finance through Class B units. But otherwise, it will be financed with our -- sort of that more typical mix of debt and equity.
Got it. Okay. And maybe the final question, back to the investment activity, 2 new acquisition of Canadian Tire stores from third party. Just wondering, was this a competitive process? Or was it like an off-market transaction?
It was off-market.
Our next question is from Sumayya Syed with CIBC.
Just following up on the Walmart-anchored center this quarter. Just strategically wondering what's the REIT's appetite of doing it on a portfolio basis or something that's a bit bigger than a one-off asset?
We would absolutely consider it. I mean it sort of follows the same logic for this asset or any other deal we've done that's on Canadian Tire-related where right time, right place, right price. What we really like about the slate of investments we announced this quarter is the diversity and the type that really highlights our strategy.There's third-party net lease stuff. There's Canadian Tire consolidation from third parties. There's Canadian Tire store expansions vend-in. So really shows the breadth of the available opportunities out there. So yes, absolutely, we would consider it.
Okay. And I guess the REIT's been progressing while consolidating the Canadian Tire store number, but just any thoughts on consolidating the Canadian Tire industrial facilities? I mean, obviously, pricing is lofty in most markets, but just curious if you've looked at it and thought about it.
We've absolutely looked at it. We've absolutely thought about it. Just to remind our listeners, we do have a healthy amount of industrial property leased to Canadian Tire within the portfolio. It would be about 15% of our gross leasable area. There is some of it out there owned by third parties, and we would absolutely consider looking at those investments as well.
Our next question is from Pammi Bir with RBC Capital Markets.
Just with respect to the Walmart acquisition. You mentioned, I think there's 5 years left on the lease. Can you just comment, does that renewal -- or does that -- does Walmart have a fixed rate renewal option or a flat rent or market rents? Any color you can provide there?
They have many fixed year -- fixed rate options to extend.
And sorry, at the same in-place rent?
Yes.
Okay. And just curious, are you seeing more Walmart-type acquisitions in the market? And is there anything else in your pipeline at the moment from a Walmart standpoint?
Nothing specific to Walmart. I would say there is a lot available out there right now. I mean we've seen, generally, as it relates to the investment market, what's shaping up to be a, I think, a record year.Retail volumes are way up. And I think net lease and grocery is clearly where people's interest lie. So certainly, a good amount of transactions we're seeing taking place in the market, especially over the last quarter or 2. And I think there's opportunities out there that are in consideration.
Got it. Just with respect to the Canadian Tire, the store lease extensions, can you comment on those particular extensions? And any changes to the rents or the annual escalators in those leases?
Similar to the lease extensions we've announced so far, to date, we've been able to stay on the same running pattern, where the annual lease escalations which have averaged 1.5% continue on in the extension term. For those 6 properties, we took a portfolio that had a weighted average lease term of about 6 years and extended it to roughly 14 years.So again, in conjunction with store expansions, we're -- it's a win-win for both parties and certainly furthers our agenda to focus on our weighted average lease term and keeping it as long as possible.
Got it. You are seeing a number of Canadian Tire expansions in the portfolio. Can you just maybe talk about the future expansion opportunities in the portfolio perhaps that haven't been identified and if it's possible to maybe quantify that longer-term opportunity?
I'm not sure I can quantify it. I would suggest there are still a great many number of opportunities. Clearly, the store has to have a certain level of productivity for Canadian Tire to consider the requirement for more space. There has to be the adjacent land to make the building bigger. But within our portfolio, we're pretty confident that there's quite a bit of runway for more of these.
And is it -- I guess just extending that, is it fair to say that their space needs are perhaps increasing in terms of maybe how the stores are laid out as opposed to shrink? Like any, I guess, risk of shrinkage of perhaps the store size or even in the store count?
Yes. I mean, Canadian Tire, would certainly be better positioned to comment on that. But I think what we've been seeing is a desire for more space to showroom more of their product assortment as well as increasing space requirements for the warehouse portion of the stores. So I think it's the combination of those 2 things that's really driving the need for more space and the store expansion projects that we've been announcing.
Got it. Just maybe one last one for me. Can you remind us how many properties are perhaps left up at Canadian Tire that they still own and what the potential, the vend-in opportunities, might look like over the next, call it, 12 months?
I would say there's plus or minus 20 properties that sort of fit our criteria, and we would consider vending in. I can't really speak to the pipeline over the next 12 months, though, at this time.
Our next question is from Tal Woolley with National Bank Financial.
Just wondering, you had sort of 2 distribution increases this year. When do you think the Board looks at maybe touching the distribution again given that the payout ratio is now in the mid-70s?
Tal, it's Lesley. We do talk to the Board every quarter about the payout and distribution increases. So it's a regular topic of conversation. And we will be talking to it every quarter going forward. So the -- we continue to see growth in our results, et cetera. And why do keep the payout ratio where it is? Those discussions may lead to future increases, but I don't have any information on timing.
Okay. And then, Ken, before, I'd say you guys have been somewhat unique among the retail REITs in that you haven't chosen to pursue a lot of mixed-use development. You've obviously got some stuff on the horizon, but certainly not as robust a program. And you sort of had spoken in the past that maybe the timing wasn't right to do it or the economics weren't there for you.A lot has changed, obviously, through the course of the pandemic. How are you thinking about some of the mixed-use opportunities on your sites now?
Tal, I think it's -- I've always had the perspective that we weren't under the gun to reach for higher-risk endeavors given the nature of our portfolio and the sources of our growth, and that's certainly been borne out in our results.Having said that, though, you can't ignore the fact that we've got great real estate in some great markets with great potential to surface value. So I still view it as a longer-term opportunity. But having said that, we are starting to proceed on the entitlement process on a number of sites in the portfolio.
Are you able to disclose like how many sites you're working on right now to increase the zoning density?
Tal, I think we'd probably give you a little bit more direction and disclosure once we've actually submitted some applications and moved forward on those. I think it's -- I mean suffice it to say that we're starting to look to these opportunities. But again, I would view them more as longer-term opportunities to create value within the portfolio. But there's no doubting that those opportunities exist.
Okay. And then just lastly, you continue to work your leverage down. It's among the lowest of the group. And I'm just wondering, is that the goal, to keep it at this level? Because I mean there are -- you could certainly make an argument that you could look at buying back stock, you could look at other things to try increase your ROEs if you wanted to. I'm just curious where -- if there's been any sort of thought given to the cap structure over the longer haul.
Tal, where the leverage is, there's not a specific target we're aiming to right now. I think in sort of the low 40s where we are, I mean, we could ebb and flow a little bit here and there. Obviously, with the acquisitions we've just announced for year-end, assuming we finance those on the line and credit leverage will go up a little bit.But we're, at this point, not looking at some of those other metrics. Happy to keep the flow up and do other things like that. That's going to be worked on in the last few years. So our -- we're not as interested in, perhaps right now, in sort of share buyback. We think there's more opportunity to keep growing the portfolio, and leverage may move around a little bit here.And we are very fortunate with the quality of the sort of the income stream. But yes, they could be a little bit higher, and we'd still be very comfortable with that. But we're happy to continue to have the leverage at the sort of lower end of the peer group.
Our next question is from Jenny Ma with BMO Capital Markets.
So I'm looking at the investment volume for this quarter of $110 million and also the development pipeline sitting at about $300 million. I'm wondering if you could talk us through if that number represents anything. $110 million is a record on a quarterly basis. Is that just a function of what you've seen in the market and it's consistent with the activity you've been doing? Or can we sort of look at these numbers as a bit of an acceleration in your growth strategy in terms of you taking advantage of maybe a lower cost of capital and also market conditions?
Jenny, it's Kevin. I think -- I don't know, maybe 3 or 4 quarters ago, we described coming out of the resiliency within our portfolio, our ability to pivot from defense to offense and look for opportunities in the market that are a clear fit with our strategy. I think this set of announcements is the fruit that was born from that pivot.So I think -- I wouldn't say it's representative of anything. We're obviously very pleased with it. And we hope with our growth mindset in place, we'll have a nice pipeline in future quarters as well.
Okay. Great. So when you're sitting at about $300 million on the development, is there room for much more that you'd be comfortable with? Or is that sort of where it kind of pops up, give or take, call it, I don't know, 10% on the $300 million?
I think we feel very comfortable with the type of development that's embedded in that $300 million. I mean it's all pre-leased. It's all -- a lot of it, if not almost all of it, is to Canadian Tire. So we would consider it quite low risk. So I think we certainly have the risk appetite to continue adding to the pipeline.
Okay. Great. That's helpful. And then my last question is probably for Lesley. There were some recovery adjustments that were marked in NOI and certainly help with the same-property growth. Can you talk us through those and whether or not you would expect them to be recurring? Or is it onetime adjustments?
It's not really onetime, Jenny. What we're finding is through the pandemic is some of our operating costs actually at the properties of [indiscernible] in 2020 quite mindful of spending money, and we're being judicious on what we're spending. But with some of the further restrictions and things that are going on, the -- some of the operating costs at some of our properties have actually gone down. And we have a number of properties that have what I would describe like semi-gross leases, where they have some caps on cost.So what's happening is when we have some decrease in our operating costs, our recovery ratio is going up. And so that's actually adding to our NOI in the quarter, improving it. And so that is what we've seen a little bit of. Some of the expenses we have are a little bit more seasonal in nature. As we think of some of our larger expenses are snowplowing and that type of thing, which are not in Q3. So as our expenses ramp up, that's not necessarily going to maybe continue as favorably. But I think if you look -- if we look on a year -- like whole year-over-year basis, they're more consistent, but maybe they're showing as a little bit more positive than the current quarter.
Okay. So given that it's some residual sort of pandemic-related adjustments, is it fair to expect that they might still be a factor maybe for the next couple of quarters and then it starts to taper off?
Hard to say it. I think some of the other sort of seasonality to some of the expenses are going to sort of come to play into -- a little bit into Q4 and definitely through the first quarter of next year. It's pretty small, though, Jenny.
[Operator Instructions] And our next question is from Sam Damiani with TD Securities.
Maybe just to start off with the small occupancy uptick that the REIT experienced this quarter. Any particular tenant category that drove that?
We did announce that small bank pad that we developed in Alberta, which helped. We had some CRU leasing as well in the quarter. There was a small uptick also related to some temporary tenancies in some of our enclosed malls, which I would say are seasonal in nature. So those were sort of the main drivers.
Okay. And then looking over to Aurelia Mall, the availability there is still around 30,000, 35,000 square feet. I know that space isn't quite ready yet, but what are the prospects for getting that leased up in the near term?
I would say they're good. We're working with one tenant for about 1/3 of that space right now. And then it's just a matter of -- some of the prospects we had that we -- in terms of the use types we were looking at for the balance of the space pre-pandemic were sort of humming in high as to whether or not we want to continue on from a property strategy perspective with those uses. So we went back to the drawing board to see again who is out there.And it will take a little time to lease, I think, Sam. But with the new Canadian Tire store doing as well as it is and the grocery store there and we're bringing Marks and Sport Chek to the property there under construction now, I think that will only help.
Okay. That's great. And then over to Canada Square, any updates on the timing for that to get really going?
Sam, it's Ken. I'll give you a bit of an update. No real changes on the timing. There's no update from Metrolinx on the completion date for the LRT. So we're still targeting a 2023 construction start date.We are making good progress on the municipal side of things. Given the size and importance of the site and its planned connections to public transit, the development application has gone through a public process, I would describe as above and beyond the statutory requirement.The feedback and input from the community has been really thoughtful. And with the benefit of that, Oxford and the city are proceeding to the next steps of the process. So I'm pleased with how things are moving forward.
All right. Last one for me is over in Brampton. Any update on the timing of kickstarting that redevelopment? Is Canadian Tire still using that -- the old site there? And I guess any updates would be of interest.
So Canadian Tire is still using the property. They actually -- it was decommissioned and then recommissioned over the last year or 2 just based on the, I guess, supply chain requirements of the business.As Ken mentioned, there's some properties both in our portfolio and Canadian Tire's portfolio where we are working to advance municipal applications. This would be one of them as well. We haven't yet made that application, but it would be for a industrial redevelopment.Timing is still somewhat uncertain, both in terms of when the application will be ready to submit and how long it will take to get approved, and ultimately, Canadian Tire's ongoing needs for the space. So that's where we're at. And as we know more, as we make any submissions, we'll be happy to talk about it further.
That's great. That's very helpful. And congrats on the great quarter.
Thank you very much.
Thank you.
As there are no further questions at this time, I will turn the call over to Ken Silver, CEO, for any closing remarks.
Thank you, everybody. Wishing you a good day and happy holiday season, and we'll talk to you in February.
Thank you. This concludes today's call. You may now disconnect.