First Capital Real Estate Investment Trust

Thank you. Good afternoon, everyone.

In discussing our financial and operating performance and in responding to your questions during today's conference call, we may make forward-looking statements. These statements are based on our current estimates and assumptions.

Many of which are beyond our control and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward-looking statements. A summary of these underlying assumptions, risks and uncertainties is contained in our various security filings, including our MD&A for the year ended December 31, 2018 and our current AIF, which are available on SEDAR and on our Web site.

These forward-looking statements are made as of today's date. And except as required by securities law we undertake no obligation to publicly update or revise any such statements.

During today's call, we will also be referencing certain financial measures that are non-IFRS measures. These do not have standardized meanings prescribed by IFRS, and should not be construed as alternatives to net income or cash flow from operating activities determined in accordance with IFRS.

Management provides these measures as a complement to IFRS measures to aid in assessing the company's performance. These non-IFRS measures are further defined and discussed in our MD&A, which should be read in conjunction with this call.

I will now turn the call over to Adam.

Thank you very much, Alison, and good afternoon, everyone. And thank you for joining us today.

In addition to Alison, we have a number of other executives with us today. Kay Brekken, our CFO who you'll hear from shortly; Jordan Robins, our COO; Carm Francella, our Head of Leasing; and Jodi Shpigel, our Head of Development.

I'm pleased to report that as a result of our team's exceptionally hard work we continue to make important progress across all of our strategic objectives. Unquestionably, most important strategic objective for our long term success is the advancement of our super urban real estate strategy.

I'll start with dispositions, because it's important to not only enhance our portfolio but also to provide capital to de-lever the balance sheet following our recent share buyback. Year-to-date, we've now closed on the disposition of $550 million of properties, all in line with our real estate strategy.

These include the sale of 50% non-managing interest in stable yet growing properties. Our most recent sales close a few days ago for $177 million.

The transaction is with a compatible life insurance partner and includes our Beaconsfield, Kirkland and Saint Hubert properties in Montreal, as well as our Strandherd Crossing, Loblaws Plaza and Eagleson properties in Ottawa. These are good properties with stable growing NOI and fit nicely into our strategy for joint ventures.

I would point out that all of our Ottawa investments are now held in partnerships, reducing our exposure to non-super urban markets, while allowing FCR to maintain an important presence in our nation's capital. Our completed dispositions also include the sale of 100% interest in our [Teatro Verde] [indiscernible] property, our assets in Nanaimo and one in Victoria, among others.

In addition to the $550 million dollars of dispositions closed year-to-date, we also have an additional hundred and $80 million of sales that are subject to typical closing conditions where standard due diligence conditions have been weighed, including our entire Quebec City portfolio. This $163.8 million transaction comprises 1 million square feet of space that is 93% leased, well below FCR's average occupancy.

These properties that comprise the $730 million dollars of completed or committed property sales have very little or no incremental densification opportunities over the foreseeable future. They also have an average five kilometer population density of 142,000 people, well below our current level of 280,000 people and our target of 300,000.

Our dispositions are back end loaded this year. Approximately $360 million or nearly half of the total I discuss is scheduled to close or has closed in Q4.

Proceeds from these Q4 sales are targeted to debt repayment. And in addition to these, we're making progress on several other dispositions as well.

Our real estate strategy extends beyond selling properties that no longer fit. We're also selectively investing in super urban properties where significant value-add opportunities exist.

I want to highlight the word selectively, especially in the context of the rare acquisition volume in Q3 as we spend a great deal of our time balancing future growth prospects with our desire to de-lever our balance sheet. This year, substantially all of our $450 million development and acquisition investments have been in Toronto.

The five kilometer population density for these investments averages 534,000 people. Some of these acquisitions have near term income producing expectancy as well, and all have meaningful near term value creation expectations.

A good example is our King Highline project in downtown Toronto's Liberty village. As always planned, we exercised our option and acquired our partners' interest in Q3.

We now own 100% of the 155,000 square foot retail components, anchored by Longo's, who are scheduled to open a grocery store later this month; Canadian Tire is scheduled to open early next year; Shoppers Drug Mart and Kids & Co. Daycare who are both now open; and Winners who opened very strong last week.

We also now own a two thirds interest in the 506 residential rental units in this project with CAPREIT, our one third partner handling residential leasing. Mixed use properties of this caliber are generational assets that are near impossible to acquire.

The completion of this super urban development will elevate our entire Liberty village portfolio to yet another new level. The $166 million acquisition cost for our additional interest in King Highline was mostly funded with the repayment of project loans we previously made to our partner, and not from disposition proceeds.

Importantly, we expect the entire property to be income producing next year. Last quarter, I discussed the acquisition of 140 Yorkville, which also included our Q3 investments.

We expect this redevelopment to be very successful on its own. But we also expect it to have a positive impact on the value of our vast holdings in Yorkville, especially our adjacent Yorkville Village Mall and Hazleton Hotel.

And lastly, we acquired one of our partners' interests and the remaining Main and Main properties. Specifically, Dundas & Aukland, a mixed use residential rental and retail property well under construction adjacent to the Kipling Transit Hub with TTC including Subway and GO service, which is both train and bus.

It also includes an additional interest in our Yonge & Roselawn Assembly, and 400 King Street in King West, all in Toronto. The aggregate impact of our year-to-date investment and disposition activities has resulted in over $1 billion shift towards our super urban portfolio targets.

A small portion of our investments were in pre-development work as part of our plan to surface value in our density pipeline. The return on this invested capital is amongst the most compelling opportunities we have given the significant value upside to these projects once we secure expected zoning over the next year or two.

Our site at 400 King Street and Toronto's King West neighborhood is another good example, where city council approved this settlement at LPAT of our proposed development in Q3. This triggered a 35% increase to the IFRS value of the property with a healthy profit margin on the project still expected aside from the value increase.

One of the targets we set at the beginning of the year was to submit applications on 7.5 million square feet of density at FCR shares during 2019. With our recent submission of our Christie Cookie Site in Toronto at 7 million square feet or for the purposes of our target 3.5 million square feet at FCR share, as well as several others.

We have now achieved our target with further submissions still planned by year-end. Roughly 75% of the total is located in Toronto with the balance split between Vancouver, Montreal and Ottawa.

Finally, the conversion to a REIT is also moving along very well with several milestones achieved in the quarter. We continue to be on track for a conversion by year-end with our shareholders' vote now scheduled for December the 10th.

The fundamentals of our properties and accordingly our operational metrics remain strong. We previously mentioned that there will be some choppiness to some of our metrics as we execute our plan.

Selling higher yielding non-super urban properties comes with a short-term cost to operational metrics, such as FFO and NOI. The reality is, as we're all aware, these properties have more limited long-term upside and more downside potential than our super urban properties.

In the near term, NAV will be the most important metric to assess the future earnings potential of FCR. And NAV is expected to continue its upward trend and will take more prominence as we execute our strategy.

So it continues to be very active at First Capital. We're making meaningful progress across all fronts, and the business continues to perform well as we execute on these strategic priorities.

I would like to once again acknowledge the FCR team whose commitment, passion and exceptional effort is the reason behind the progress we continue to make as we execute our plan. I'll now pass things over to Kay to discuss our quarter in more detail.

Kay?

Thank you, Adam. Good afternoon, everyone.

And thank you for joining us on our call today. As Adam mentioned, it was a very active quarter at FCR with a number of strategic transactions as we continue to execute on our Super Urban strategy and our deleveraging objectives post the Q2 share repurchase transaction.

I would like to update you on a couple of items and then take you through the quarterly results in more detail. As we've previously communicated, one of our key strategic objectives through 2019 is converting from a corporation into a real estate investment trust or a REIT.

We continue to make very good progress on this objective during the quarter. On October 7th, upon receipt of a fairness opinion, the board unanimously approved the conversion to a REIT.

On November 1st, our information circular was mailed to shareholders and posted on SEDAR. A special meeting of the shareholders will be held on December 10th to approve the reconversions.

We continue to expect the conversion to occur on or about December 30th of this year. The conversion will result in a taxable deemed disposition for all shareholders who receive REIT units in exchange for their FCR common shares.

Further information regarding the conversion and the tax implications for shareholders can be found in the information circular, which is available on SEDAR and on our Web site under investors and shareholder meetings. The tax election package for anyone who is electing to take Class B LP units is also available on our Web site under investors, then tax elections.

As Adam mentioned, we closed on a number of strategic acquisitions in the quarter, which support our Super Urban strategy and our goal to build larger positions in targeted high growth neighborhoods. These acquisitions included a partial interest in a property in Yorkville, adjacent to our Yorkville village mall for 60 million; buying out our partner's interest in our King High Line project in Liberty Village for 166 million, which has been planned for several years and was timed to coincide with our sale of a partial interest of the residential component to CAPREIT; and increasing our ownership in the four remaining assets of Main and Main urban realty for 98 million at our interest.

All of these assets are located in dense urban neighborhoods in Toronto. The acquisition of our partner's interest in King High Line was funded primarily through the repayment of loans we had extended to our partner and by closing on the sale of a partial interest in the residential portion of the property to CAPREIT.

At the end of the quarter, we own 70% of the residential component, which decreased to 67% in October when we completed the final closing with CAPREIT. As a result of our increased ownership in Main and Main urban Realty, we now control this entity and have moved from equity accounting to full consolidation of the assets, liabilities, revenue and expenses in our financial statements, subject to the non-controlling interest of our partner of approximately 20%.

The level of acquisition activity in the quarter made this quarter atypical. Looking forward, we are not expecting any significant acquisitions in the remainder of 2019 or in 2020.

And we expect the fourth quarter to be the highest quarter for disposition activity in 2019, as Adam mentioned. We are pleased to advise the S&P published a report yesterday assigning a public rating of triple B minus to our unsecured debentures.

This is equivalent to the BAA3 rating currently assigned by Moody's. Going forward, we intend to continue to carry two credit ratings as we have done so for the past several years.

As such, we expect to discontinue our Moody's ratings. Given the investor feedback we received earlier this year when Moody's changed their criteria to return to our prior credit rating of BAA2 to the criteria that was previously needed for BAA1, we felt staying with Moody's would send a message that was inconsistent with how our credit has been used since 2012 and our desire to return to our prior credit ratings.

Now turning to the quarterly results. On Slide 6 of our conference call deck, which is available on our Web site in the investors section under conference calls, we show the factors driving the change in FFO.

During the third quarter, FFO per share grew 14% or $0.04 per share over the prior year. The growth was primarily attributed to a lower share count following the share repurchase, an increase in interest in other income of $2.8 million related to fee income earned as a result of value creation in our Main and Main portfolio, as well as higher loans outstanding.

Also, there was a year-over-year increase in other gains of $4.6 million, which I will touch on shortly. Our same property NOI increased by 1.5% for the quarter and 2.9% for the nine months ended September, 30, 2019, driven by rent escalations and higher occupancy levels, which is highlighted on Slide 7.

Our same property NOI growth rate for the quarter was impacted by the closure of a Walmart location, which we have discussed on prior calls. The space has been back filled with temporary tenants, allowing us time to select the best value creation opportunity for this property.

Year-to-date, we have recognized above average lease termination fee, which means we have more space in transition than is typical, and the number of new tenants that are not yet paying cash rent. We will see the benefits of these new tenants reflected in same property NOI when they begin to pay cash rents.

On Slide 8, we present our lease renewal activity for the quarter. Our Q3 total portfolio lease renewal lift was quite strong at 10.4% on 546,000 square feet of renewals when comparing the rental rates in the last year of the expiring term to the first year of the renewal term, and even stronger at 11.8% when comparing the rental rates in the last year of the expiring term to the average rental rate and the renewal term.

For the nine months ended September 30th, our total portfolio lease renewal lift was also very strong at 10.9% on 1.7 million square feet of renewals, and at 12.8% when comparing the rental rate in the last year of the expiring term the average rental rate and the renewals term. Moving to Slide 9.

Our average net rental rate grew a healthy 2.5% or $0.51 over the prior year to $20.65 per square foot. This growth was primarily due to renewal lift, rent escalation, development completions, as well as our year-to-date disposition activities.

During Nine months ended September 30th, we transferred 178,000 square feet of new commercial GLA and 199 residential units from development to income producing properties. The completions were primarily in our King High Line project in Toronto.

On Slide 10, our total portfolio occupancy rate increased by 20 basis points over the same prior year period to 96.7%. Slide 11 highlights our five largest developments that accounted for the majority of the 47 millions in development and redevelopment spend in the quarter.

These investments are all in super urban neighborhoods. During the quarter, our density pipeline grew by 800,000 square feet to 23.9 million square feet, which now exceeds the size of our existing portfolio.

Currently, 5.2 million square feet or 21.8% of this density, up from 14.7% last quarter, is included in our NAV; 0.6 million is included as part of active development; and the remaining 4.6 million square feet is valued at $434 million or $94 per square foot. This is an increase of 227 million over the prior quarter due to the acquisitions I mentioned earlier, as well as entitlements received on our property located in Toronto.

Slide 12 shows the factors impacting FFO and related movements over the prior year period, which I have already discussed. Slide 13 touches on our other gains, losses and expenses, which are included in FFO.

For the third quarter, we recognized other gains $3.6 million, primarily due to $4 million gain on a proptech investment we made in May of 2018, as the company we invested in was acquired during the quarter. Additionally, we received 700,000 which represents the final proceeds related to the closure of two target stores in our portfolio in 2015.

These gains were partially offset by reconversion costs of $1.2 million. Slide 14 summarizes are ACFO metric.

Our year-to-date adjusted cash flow from operations declined over the prior year, primarily due to lower cash flow from operating activities as a result of higher interest expense related to the share repurchase transactions. Slide 15 summarizes our year-to-date financing activities.

During the quarter, we completed the issuance of $200 million, 7.5 years senior unsecured debentures with an effective interest rate of 3.5%. The proceeds were used to repay $150 million of maturing debentures with a much higher effective interest rate of 5.6%.

Slide 16 summarizes the size of our operating credit facilities and our unencumbered asset pools, as well as our key financial ratios. At quarter end, $7.1 billion or 67% of our assets were unencumbered.

Slide 17 shows our term debt ladder. During the quarter, our weighted average interest rate remained consistent at 4% and our weighted average term to maturity increased to 5.4 years.

Looking forward to the fourth quarter. We expect our FFO per share to be lower than Q3 and lower than it was in the fourth quarter of 2018.

This is due to a number of factors, including increased dispositions in line with our evolved strategy and our deleveraging targets. Additionally, we do not expect the Q3 other gains that I touched on earlier to repeat in the fourth quarter.

And as indicated in our financial statements, our loan receivable balance declined by approximately $221 million during the third quarter this year. This helps to support our deleveraging objectives, but will reduce our forecasted interest income going forward.

Approximately $131 million of the reduction in the loan receivables relates to the early repayment of the loan on One Bloor West on August 31st, which has generated a very attractive historical return. And $90 million relates to loans repaid by a former partner via IRR buyout of their interest in the King High Line project, which I mentioned earlier.

We also continue to incur reconversion costs, and expect these costs will be higher in the fourth quarter than they were in the third quarter of 2019 and in the fourth quarter of 2018, as we are executing all of the necessary documents and steps to complete the planned arrangement. I would like to recognize the tremendous efforts of our conversion teams, including the FCR finance, tax, legal and IT teams, as well as our consultants and legal and tax advisors that have been working with us on this project.

At this time, we would be happy to answer any questions you have. Operator, please open the call for questions.

Adam, could you maybe just talk about what's the IRR differentials would be and maybe even the cap rate differentials on some of the noncore stuff you're selling versus the stuff you're keeping? Like maybe even within those markets, like auto and Montreal, where you're kind of selling some assets and then, obviously, it's a market where you keeping the both too?

Yes, IRR is a bit trickier. But on CAPREIT, and one way to look at it is -- because it's actually less geographic specific and more assets specific.

So we own certain assets in Montreal, for example, like Griffintown that probably carries a similar cap rate, whether that asset is located in Montreal or Toronto. But if you look at our overall portfolio, our average cap rate is somewhere around 5.2%.

So that's obviously a blend. We were very deliberate in our disposition properties and we are going to sell off of, for lack of better words, the bottom of our portfolio, not to give it a negative connotation, because -- and I think given the progress and the pricing, it demonstrates these are still very good properties.

But by FCR standards, they are in that bucket towards for bottom of our own portfolio. We've been in and around a 6% cap rate on average in the 700 and some odd million dollars that we sold so far.

So that gives you a general idea of the cap rate in that bottom category.

So maybe if IRR is trickier than maybe same-property NOI growth, what would you kind of expect the spread to be over say five year period?

Roughly 100 basis points.

Okay.

And just to expand on that, Johann. So that's obviously one of the important factors in our analysis when we evaluated the portfolio where we've made most money, where we expect to make the most money long term.

But it's not isolated to just the growth rate of the asset in its current condition, it's the opportunity to really enhance the value by doing something more material to it, like a redevelopment or intensification. And so when we look at the assets that are targeted to keep, not only do they have a higher interim growth rate in their current form, we also expect that there's a more near term and more significant value creation opportunity that we believe we can realize over pay on the property, short, medium or long term.

So it's really both elements that that I think are very important to consider.

That's kind of why I asked for the differential on IRRs that you currently expect?

And again why I say it's tricky is, for some assets, the exact same asset, the five year IRR can be dramatically different than the 10 year IRR depending on when certain tenant lease rates expire that allows us to trigger that redevelopment.

And then can you maybe refresh our memories as to what would be next in the pipeline in terms of completions for rental residential buildings?

Yes, I'll start. I mean the one we're most focused on right now is King Highline, which as you know, we're partway through lease up.

We started leasing up a few months ago. We've got about 216 units leased today out of roughly 506.

So that's the more near term one. In terms of ones that are in the pipeline, I'll let Jodi speak to those.

So just to touch on that, as Adam mentioned, obviously, the focuses are King Highline projects. And others that we submitted for this past year that we expect to be potentially purposeful rental would include certainly a portion of our Christie Cookie submission that we've just made, as well as Midtown Toronto, Young and Rose one.

And then here in Liberty village that we have another property addresses 1071 King kind of kiddie corner to King Highline and other purposeful rental projects in the future. And finally, the southeast corner of Leslie in York Mills, we made an application which we expect a portion of that also could be purposeful.

We also have Dundas and Auckland that's under construction right now coming out of the ground. So that'll be the next one that we start leasing up.

We're in the process of securing our partner who's been identified now for phase two in our Wilderton project, so we're going to build a little over 200 units there with construction starting as soon as Phase 1 is done, which is relatively imminent, that gives you a bit of a sense.

Just maybe coming back to your comments on Q4 being sort of the largest quarter for dispositions. So should that -- would that include of course, Montreal and Ottawa that has closed and I guess the Quebec City portfolios?

But is there more beyond that that you expect to close in Q4?

There is, Pammi. But they're generally haven't reached the point.

There's other properties that under conditional agreement. And so buyers are going through due diligence and our expectation is that, some if not all of those will materialize, the question is given we're sitting here in mid-November, does that end up closing in December, does it leak into January, we're not overly fussed either way as long as they get done.

So we certainly do expect more. And I would say there's a strong likelihood that some of it does end up closing in Q4, beyond Quebec City and the transaction that just closed a few days ago.

And then I guess with all that said, so where do you sort of see leverage ending by, let's say, by year-end?

Pammi, its Kay. So as we stated in the past, our objective regarding leverage is to return to similar metrics as at year-end December 2018 within two years of the share repurchase transaction.

And given the significant dispositions planned for Q4, we do expect that we'll have a meaningful positive impact on our year end metrics for 2019 and that we remain on track for overall two year targets.

And then maybe just, I guess, thinking about the balance of the program. It sounds like you should be at least, let's call it, halfway through by the end of this year towards maybe that $1.5 billion target.

What else can you talk about in terms of the pipeline and how that's shaping up for, perhaps for 2020?

I think we're taking a similar approach in the sense that we expect to sell certain properties outright and certain properties into JVs. So the composition of that I expect to remain consistent.

If we get done what we think will get done in 2019 will be a little over halfway through the $1.5 billion objective. And we think the likelihood is that the balance largely, if not entirely, gets done in 2020, assuming current market conditions persist and remains constructive as they have been so far.

Maybe just switching to the Christie Cookie site, just curious if you have offhand what the IFRS value of that site is currently? And perhaps if it were sold today or if it was entitled today, what that value spread would be?

So we don't break out our IFRS NAV by property. What we have made clear on Christie Cookie similar to many other development projects is that, at this stage, we continue to carry it at our invested cost.

So our acquisition price is public information. Since then, we've incurred some costs in terms of capitalized interest, obviously, planning consultants.

We've done a lot of work the last three years. But I wouldn't describe it as overly material cost.

The value lift, look, is significant but we're cognizant of the fact that we're in a process with a number of stakeholders, including community residents, city, the transit authorities and we're looking to create something very special that's got longevity here. We're expecting to have a meaningful investment in here forever to different approach.

And so we're prepared to do things and contribute things to make this vision become a reality. But we're going to stay away from putting numbers on the expected value creation right now until we have a little more clarity on details and more importantly, respect the sensitivity of the ongoing process that's underway.

Just wondering if you could tell us, what sort of tenants or categories are you most excited about in terms of absorption of retail space today and what types of tenants are most worrisome. I'm specifically thinking of the short-term as we head into traditional bankruptcy season in the early part of every year?

We actually haven't seen, notwithstanding there's a lot of headlines about different things going on in retail. As you know, our business is focused on a very specific sub-sector of retail.

And the health of the demand and the operators in our space, I got to tell you, has not changed materially over the last little while. So our current tenant roster and the uses in that tenant roster, and I'll let Carm expand on it, because he's obviously on the ground dealing directly with them day-to-day.

But those categories continue to be healthy. They continue to be the same categories that we've looked to, to fill space and improve merchandising mix and things like that.

Again, when you look at categories of concern, we're fortunate we don't have those in our portfolio. Apparel department stores, those are clearly the ones that are going through the biggest transition in terms of their sector and industry.

We don't own properties that have those types of tenants. And so when we look at concern, our concern is certain tenants that take a very large single-story spaces in these urban or suburban neighborhoods, large parking fields, various forms of rights, whether it's no builds or use restrictions.

And they're in properties that have a significantly higher and more valuable use. And so our concern is how do we get those rights to those properties back prior to the potential contractual term, that's actually where we spend a lot of our time on, what I would call, concerning tenants.

So it's more of both taking advantage and expediting those opportunities more so than bankruptcies. But -- and so going back to your first point, Carm, maybe we can talk to Sam about where you're seeing strongest demand, what type of categories in…

Our urban portfolio is still attracting strong interest in several categories including pet stores, coffee shops, daycares, health and wellness, dollar stores, sit down restaurants, specialty food stores, off-price fashion, and numerous quick service retail. We're also encouraged by a trend we're starting to see in some of the food stores, they're becoming more active and investing in their premises through renovation programs.

Early days but it's still a good sign to see when they invest, because they are a big tenant of ours.

I noticed that nearby the Christie Cookie site, I think that Loblaws put up like a click, collect, pick-up thing. Is that something you're seeing that's likely to expand dramatically in the near-term by Loblaws and other retailers?

Certainly, it's been slower to unfold than many expected. And -- look, I think psychologically there's still meaningful elements across consumers' mentality that for certain categories of products, there's an attraction to picking their own produce, making more regular trips to the grocery stores but in smaller baskets, that's -- in super urban neighborhoods, that's a trend that's been unfolding for a while.

And so we see in our 133 grocery stores, in general, smaller basket sizes, higher component of the basket in organic foods, prepared foods, produce, things like that and higher volume of total basket sales in a typical day. So we -- look even with be Amazon Lockers and Whole Foods in Yorkville, they're less utilized than I think some would expect now whether that trend changes, remains to be seen.

We view click and collect as a beneficial thing from a retail landlord perspective, because it's still driving traffic into the center, it's making the shop for those consumers that use it more convenient. It does not negatively impact the size or space requirements of the food store operators.

And so from what we believe, it actually can drive even more cross shopping benefit by making the grocery shop more efficient and then having people in the center, whether it's lining up, dropping a child off at the daycare or picking up a coffee or a bottle of wine, or going to the doctor, dentist or doing a workout, or things like that. We assemble a mix of uses that are facilitated to try and be the one-stop shop for people in those specific neighborhoods.

Okay. Well, that's great.

That sounds like a shorter Q&A period than normal, so we're getting more efficient. But I'd like to, once again, thank everyone for their time this afternoon, their continued interest in First Capital.

And we look forward to speaking with you soon. Thank you very much.