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Good morning, ladies and gentlemen. Thank you for standing by. I would like to welcome everyone to the Plaza Retail REIT's First Quarter 2019 Earnings Conference Call. [Operator Instructions] I would like to advise everyone that this conference is being recorded.I will now turn the conference over to Mr. Michael Zakuta, Plaza's Chief Executive Officer. Please go ahead, Mr. Zakuta.
Thank you, operator. Good morning, and thank you for joining us on our Q1 2019 results conference call. We are legally obliged to tell you that today's discussion includes forward-looking statements. We'd like to caution you that such statements are based on management's assumptions and beliefs. These forward-looking statements are subject to uncertainty and other factors that could cause actual results to differ materially from such statements. Please refer to Plaza's public filings for discussion of these risk factors. We are very positive about our prospects as we grow our business across our geography. We have 12 projects under construction and our pipeline is solid. We continue to bring in new opportunities to refill our pipeline as we finish existing projects. Plaza continues to be a very active operator of its existing portfolio and its portfolio of development and redevelopment projects.Leasing volume and momentum have been particularly strong over the last few months. We are observing an uptick in leasing demand for our strip centers and QSR sites. Our redevelopment of the former Sears store in Chicoutimi, Quebec is substantially leased. At our Brockville redevelopment acquired last year, we have taken occupancy from 48% at the time of purchase to 96.5% today. The vacant Sears in this redevelopment is now 100% leased. We've also filled all of the 35,000 square feet of the former Home Outfitters space in Halifax, which represented our only exposure to HBC.We've renewed early 15 leases that were coming due in Q4 2019 and Q1 2020 with our largest retailer. Revenues from new development and redevelopment leasing should start to contribute materially in Q4 and particularly in Q1 2020. We continue to see opportunities where others do not. An active developer such as Plaza, has a true advantage as we are constantly interacting with retailers and adjusting to changes in retail real estate.Given the acceleration of the pace of change in retail in Canada, this advantage has never been more important. We remain one of the few buyers in the current market that has the ability to accurately assess leasing and construction risk. Result is that the passive investment money continues to pursue finished product at lower cap rates and there is less money chasing anything with construction or leasing risk.The pricing for unfinished product is attractive as the number of bidders for these assets remains low. These trends have created a market environment where it's particularly beneficial for Plaza to sell finished product at attractive prices and recycle that capital into high-yield opportunities.Pursuing joint venture initiatives with various types of partners, such as residential land developers with excess retail lands, and institutions and property owners seeking a strong and capable development partner such as Plaza is an important part of our strategy. We will continue to recycle capital in order to fund our growth, and we will pursue structured deals with private and institutional style investors.After the quarter end, we concluded the purchase of the Tri-City Center in Cambridge, Ontario for redevelopment. In addition, we continue to option land for new developments and pursue redevelopment projects based on retailer demand in various markets across our geography. Floriana will comment on property sales for capital recycling and our important refinancing initiatives that will fund our developments and redevelopments and position us to take advantage of opportunities going forward.Our properties are typically smaller and very community- centric, attracting customers on a regular basis as they conduct their pre-and post-work routines. Plaza's tenant lineup features value, specialty, necessity-based retailers who acquire a local physical presence. Over the years, we have built a stable and geographically diversified portfolio to support our monthly distributions. We are confident that our value-added business model is poised to take advantage of current retail trends and will create significant value for our unitholders.I will now turn the call over to Floriana Cipollone, Plaza's Chief Financial Officer, who'll provide you with a brief summary of our results for the quarter.
Thanks, Michael. At a high level, Plaza's results for the quarter were impacted by 2 significant lease buyout transactions: The first was done to replace an empty mid box with 1 that would drive more traffic to the center; the second was a full present value buyout of a store that we are confident in our ability to retenant.Excluding the impact of the lease buyouts and other similar items that are considered to be non-recurring in nature, funds from operations were consistent with the prior year and on a per unit basis were only marginally lower due to the continued issuance of units under the Distribution Reinvestment Plan, which was suspended in November 2018. Notwithstanding a decrease in net operating income of $344,000 from the sale of noncore properties, net operating income grew by $390,000 over the prior year from developments, redevelopments, acquisitions and organically from same asset net operating income.In March of this year, Plaza entered into an automatic securities repurchase plan in order to facilitate repurchases of its units under its normal course issuer bid. By the end of the quarter, almost 96,000 units were repurchased, and we continued to repurchase units. We believe that this is a desirable use of funds and in the best interest of unitholders at the current trading price.We sold approximately $11.3 million of noncore properties in the quarter and subsequent to quarter end at values above our IFRS values, generating approximately $7.3 million in cash. And in terms of Plaza's IFRS values, we recorded a meaningful fair value gain on investment properties due to a decrease in capitalization rates in the quarter, largely stemming from higher values on a number of appraisals received on properties during the quarter. Both of these confirm that there are value within our existing portfolio that doesn't necessarily come out through internal evaluation processes done for financial statement purposes.Finally, we currently have a number of financings, refinancings and early refinancings underway. Since quarter end, we have closed or are nearing closing on approximately $87 million of financings on new developments and refinancings of existing mortgages at 100%. For a longer term, better amortizations with generally lower rates and generating approximately between $21 million and $25 million of cash.We are also currently working on approximately $43 million of early refinancings at 100% at rates lower than their current rates. We are doing this in order to lock in current low Government of Canada bond rates. We will continue to review our mortgage portfolio for early refinancing opportunities that make sense in terms of cash flow savings to Plaza. Those are the key points relating to our financial results for the quarter.With that, we'll now proceed to open up the lines for any questions. Operator?
[Operator Instructions] Your first question comes from Sumayya Hussain from CIBC.
Can you just firstly tell us a little bit about Tri-City Centre and maybe what your vision is for that site?
So Tri-City Centre, we think is a very strong location. We like the location. There's excess land that will create value for the REIT. So there are different value-add opportunities here. Excess land. There's some new building on the site and some very old building on the site. And our goal is to transform the old building into a new, more modern, higher rent [ store ] facility. And there's also a level of vacancy that we also will do some renovation and expect to fill space and grow our yield on this property.
Okay. And did you mention what the vacancy was currently at the site?
No, the vacancy is substantial.
Right. Okay. And then just sort of moving on to the assets you've sold and just touching on the type of buyer can you go over, what the mix is there if it's institutional, residential, developer and maybe what you think there, the motivation is with those assets?
So I'm assuming you saw our press release, where we announced the sale of a number of properties, and they're all small properties, majority were KFC's. Some of them were recycled KFC's. The buyers are all private money and our overall cap rate is sub-6. So I think that's a pretty good validation of value for us. So there's still a lot of life in that market area, where you have the ability to buy smaller assets, $2 million, $3 million a piece or a $1 million a piece. I think we've talked about it in previous calls versus the $30 million, $40 million deals that are available in the market. So the bite size stuff is still very much in demand.
Right. And then just kind of touching on the -- generally, you've done a fair bit of capital recycling over time. So do you still see many more opportunities like this in your current portfolio?
I thought we were finished last year. But it continued. So if I had to answer the question today, I'd say, I don't see a lot of capital. Yes, we see some minor stuff, but I really expected it to slow down. I would have said the same thing a year ago and it kept on going. But again, I think we're close to the end. And I think that we're generating enough capital to fund our development for some time. So we're feeling good about that.
Next question comes from Matt Logan from RBC Capital Markets.
Michael, your properties under development have remained fairly steady at about 5% of total assets for the last few years. With the acquisition opportunities and redevelopment opportunities that you talked about earlier on the call, do you see any opportunity to increase the overall amount of development that the REIT's doing?
It's possible. But it's all about opportunity and us having the confidence in the redevelopment assets, the vision to drive it forward and make sure that we can make money out of it. So it's all about opportunity. It may go up a little bit but I don't want to commit to that. The pipeline's pretty good. But it has been for some time. And there'll be more stuff, I'd say, moving out of development and new stuff moving in. And that would be pretty consistent for a long, long time.
Of course, there's certainly a long track record with Plaza. And maybe you could give us a quick update on some of your larger projects like the shops at Galway or may be the 1000 Islands Mall?
Okay. So I'll start with Newfoundland first. So Galway, we've got just over 100,000 feet under construction. Tenant deliveries start in July for the first part of that construction. So by September, we should see a number of stores open. We should see Costco, we're not the landlord, we sold them the land. We should see Costco open by the end of June, and we have additional phases, some of it signed, some of it under negotiation. So we expect to be continually constructing at Galway for some time. That is the nature of the project. It's a large-scale project for the market and therefore, we've done it in phases. Brockville has gone much better than expected. It's turned into a home run style deal because we leased a lot of space that we never expected that we would lease, that we'd rather going to demolish or mothball. So demand has been again much better than we expected. As I mentioned in my comments, the Sears component of that redevelopment is entirely leased. It's not all picking up revenue yet, as some tenants are still under construction. Then the other wing of the building has been leased. That was a wing that we thought we were tearing down and so we have like a minor, minor vacancy in that property. And the closed mall is still functioning today, but should be shutdown later this year and then we'll maximize operational savings. So there's a little color on those 2 projects.
And for the 1000 Islands Mall, can you remind us if that project had a promote or an incentive fee if you guys hit certain IRR targets.
No, what we did -- that's what we called our capital partners program where we acquired it 100%. We then sold 50% to a capital -- private capital partner, who then bought 60% of the equity and lent us 30% of the total equity as a mezz loan 5%, 5 years. So that's basically our incentive. And that mezz will eventually be probably paid out of refinancing proceeds or maybe not be paid out, I guess we'll have to work our way through that but there is no other promote -- that's our capital partner structure that we're using today.
Appreciate the color. And maybe just changing gears, on your lease buyouts during the quarter, can you tell us -- give us a little bit color there and maybe what your plans for the assets are?
So the first one, $1.5 million buyout, that was a former -- that was a future shop premises in the Halifax market, replaced with Value Village. So the $1.5 million, almost $500,000 goes to reconfiguring the space. Another $500,000 subsidizes the difference between Value Village's rent and what Future Shop was paying and then the balance of -- actually the last $500,000 is, I guess, our profit on the transaction. So that's how we look at a deal like this. The second lease buyout, more important at $4 million is a present value calculation that we're able to obtain. So basically we've got rent now for 7 years, but we do not have a replacement tenant lined up yet. When one can get present value on 7 years, and we thought it was the best thing to take it, and we will lease the space. We may not get the rent that we're getting before but we're more than compensated for that.
And who was the tenant of the larger property?
Rexall Drugs.
And was that in Halifax as well?
No, in Ontario.
Your next question comes from Mike Markidis with Desjardins.
Just kind of lost in slides here, but Michael, on the sales that you've done this year and I guess generally over the last 12 months for these sort of bite sized things. Do you typically have to run a sales process and list them? Or do you see any unsolicited offers on these properties?
Three things, one, we have list it. Some we've sold to the tenant and some are unsolicited.
Okay. So a variety of...
Yes, we marketed most of the stuff, and we set goals, and if we meet those goals we'll do the deal and that's what happened.
Okay. I was interested to hear you say that, even though the leasing demand is certainly -- seems like it's perked up a bit, but it came over the timeline you said, but certainly recently, last few months. Is that seasonal, would you say or is it something that you just -- you've noted sort of a sentiment shift from the retailers?
Well some of it is seasonal but some of it has to be a sentiment shift in that we lease some chronic vacancy, which always makes me very, very happy. When you've had vacancy for a number of years and you struggle to lease it and all of a sudden you lease it, I don't know, that's pretty good. So I think it's a combination of things. It often is seasonal but I think we're seeing sort of more activity this year than say prior years at the same time. Hard to explain but we're definitely experiencing it.
Are there any common themes in talking to these retailers as to why maybe they're seeing a ramp in demand or...
Maybe it's certain retailers looking for opportunities in markets that they perhaps were not in or looking to -- you know some of them are upgrades and some of them are new entrants to the market. So it's a combination I think. It's not just one clear sort of reason.
Okay. And sort of -- this is on -- the last question for me, just on the 2 lease buyout transactions that you've noted, a very good outcome for sure. One of the things I was curious on though is why in each case, I guess how -- I'm trying to think of where those properties are? And just trying to get a sense as to why the releasing that you would do specifically with Value Village would be lower? And then secondly on the $4 million, where you said, we had a lease but the rents might be lower. I'm just trying to get a sense why the rents are trending in the opposite direction of what you would-- might think?
It's really -- for the first one, it's really based on the decision that we had to make. That we had a tenant, and we made the deal -- the whole deal was conditional both ways. And just happens to be that for tenant. Since we did that deal, we have another tenant knocking our door for the space, that would have paid us more rent than Future Shop. But unfortunately, that's timing in our business. So that's very hard to predict. In the case of the Ontario buyout, the lease was very much over market. And therefore, it's unrealistic to think that we're going to meet that -- those rental numbers, not even trying.
Was that property one that you acquired in the Key transaction? Or..
That's exactly it.
That explains a lot. It didn't sound very Plaza Retail like, that's why ...
No, it's not Plaza Retail like. That's a very good point and yes -- and we've done a pretty good job. I'm very happy with -- we've cleansed a lot of the some of the key REIT strips that were questionable and we've really done, I think a pretty good job of tuning them up, keeping the ones that we believe in and being able to sell the ones that we don't believe in. So we just finished tuning up one on Burnaby in Toronto and Scarborough and looks great, great end result and we're tuning one up in Brampton, Ontario, Durban and Queen, that one's probably about 3 quarters done. Others we've sold in the past, which has been good. But clearly, there were some over rent deals there, and we -- we did well them, we actually dealt with most of them.
Okay. And before I sign off here, you may or I don't expect you have this information on the top of your head, but it would be interesting to see maybe a slide of the number of properties you acquired in the GLA from key and how much has been sold and how much has been recycled and owned in a much better state today. I think that'd be a -- we need to see, if you ever have that slide kick around, I wouldn't mind seeing it.
I think that's a good idea. We'll organize something. So I do know that we're well over $30 million of net gain over our underwriting numbers but we'll put something together. We've obviously reduced our exposure to KFC substantially at a profit. So we're happy to share that with everybody.
[Operator Instructions] Your next question comes from Jenny Ma with BMO Capital Markets.
So Michael, I was curious about some of the comments you made about Plaza's ability to look at assets closely on what the potential is more Plaza-like. Just curious, with regards to the deals that you've seen come across your desk, we know that there's been a lot of assets put up for sale in smaller markets. Just for the ones that you've seen, how -- what's the proportion of the ones you'd characterize as being jammed that you could work with and what's the proportion that in your view, you'd classify as, I guess for lack of a better word, kind of broken?
Okay. So we're not looking for the finished product gem. We're looking for the broken product that we can make into a gem. So most of the stuff that we see is pretty polished, finished product from our perspective. I mean there's not a big vacancy. There's not a clear redevelopment opportunity. There are leases in place for long term with tenants, so that's very hard for us to redevelop and that's probably the majority of stuff that comes on to the market. So we dismiss it pretty quickly. And so we're very focused on what's broken, what's challenged. And -- but as we've talked about, our 4-step test in the past. Do we believe in the market? Do we believe in the location? Okay, if we can get there, do we have a vision? Normally a vision market going further. And can we make money? So we're looking for assets that's going to meet our 4 step criteria and clearly, we have to have a vision about how we're going to turn around the property. If we have a vision, well then you -- maybe you should be calling a residential guy, tear it down and start over or something else. And very often sometimes these properties shouldn't be retail anymore. In other cases, yes, we have a vision, and we are happy to attack it, in Brockville as an example and Cambridge is a new example. So obviously on the hunt for those type of properties, we bought the Quispamsis Town Centre in December and we'll add some value to that asset. So that's what we're looking for. But it's a small number, it's not the majority.
Right. No I guess what I was getting at was actually more what assets are sort of broken beyond what you guys can do. The way I'm thinking about that is, if you're not willing to take it on, you don't see the vision. And I don't know how many other players out there would be. So if it wasn't broken in terms of potential for Plaza but just broken, period, if you've seen a lot of those kind of assets go for sale?
No, we hadn't seen that many. But we get those phone calls, but I kind of blocked them out. I say guys, you're calling the wrong developer for a variety of reasons. One, we don't believe in the market. We don't have a vision. And like I say, it should be another use, the retail has moved, for example. It's no longer a viable retail street. The market's moved or things have happened and therefore, forget retail. That happens and sometimes, we'll miss. We don't miss too many but sometimes you miss on some opportunities that we should have taken advantage of and for a variety of reasons, we didn't. So there's some stuff that we won't touched. Again for some of the reason that I just explained.
But you're saying that's a fairly small proportion of what you...?
Very, very small proportion. Most of the stuff that's in the market, is actually good property and has good tenants but just doesn't have enough upside for us.
Okay. Yes, no, go ahead.
Sorry, they will be the majority of assets that we are seeing. A good finished but they happened to be secondary markets, therefore, they are less attractive to some of the big property owners.
Right. So with regards to those polished assets, from what you've seen, would you say that the value that they are being marketed at are sort of fair or aggressive? I guess, where on the continuum is your sense of where they are at?
I think there are 2 important factors. The geography has an impact, but the most important factor is deal size, today. So there's a lot less activity in the $40 million, $50 million or $30 million, or even the $10 million and $20 million deal size. The minute you get under $5 million, there's a lot of demand. That's what's fueled, sort of, our capital recycling.
Okay. That's fair. And then with regards to that bite size that you talked about, would you say that everything you have in your portfolio now is the -- are the bite sizes you want to keep or are you still pouring over opportunities?
No, there's always some stuff that we would probably sell over time and then you also have to be careful. We sell too much, we lack NOI or AFFO in the short term and that hurts. And so there's got to be a little bit of balance going on. Even if there were people chasing us and some of the bite size stuff. But the bite size stuff is a little smaller but you accumulate it, it does have a short-term negative impact. So be careful.
Okay. And then lastly, there was mention of the impact of some new rents coming in for end of this year, early next year. Think, there's a lot of ins and outs. Is there any way you could quantify that impact or help us think around it, whether it's from a fresh perspective or sort of the same property NOI number. Anything that could be helpful.
So I think we'll put something together that's clear. So we will do that.
Mr. Zakuta, there are no further questions at this time.
Thank you. Going forward, we'll continue to pursue our goals as Plaza grows via new developments and redevelopments. Takes advantage of its strong leasing and development infrastructure, adapts to changing market conditions and positions itself to take advantage of opportunities.Plaza continues to take advantage of long-term, fixed-rate debt markets and recycles capital by selling mature finished product, using the proceeds to invest in new higher-yielding projects. Thank you for participating in today's call.
Ladies and gentlemen, this concludes the conference call for today. Thank you for participating. Please disconnect your lines.