First Capital Real Estate Investment Trust

Thank you and good afternoon, everyone. In discussing our financial and operating performance and in responding to your questions during today's 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 securities filings, including our Q3 MD&A, our MD&A for the year ended December 31, 2024, and our current AIF, which are available on SEDAR and on our website.

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 REIT'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'll now turn the call over to Adam.

Okay. Thank you very much, Alison.

Good afternoon, everyone, and thank you for joining us today for our Q3 conference call. At our Investor Day earlier this year, we outlined the key objectives that we aim to deliver over the long term.

They include consistent growth in FFO, net asset value and distributions, each on a per unit basis. Following another strong quarter, we remain well positioned to deliver on all of them.

I say this for two reasons. Firstly, the strong fundamentals for grocery anchored retail real estate.

Demand from retailers is robust and rents are rising. The second reason is the continued successful execution of our strategy.

2024 is shaping up to be a year of great progress. Our third quarter results were solid across the board, with a major highlight once again being the strength in leasing.

Portfolio occupancy and same property NOI were both up. We also saw strong growth in rental rates on lease renewal spreads.

We continue to secure higher contractual growth rates during the renewal terms. Last quarter, we had a number of questions on this topic, so I'm going to take a moment to provide clarity.

Our lease renewal spread metric is calculated by measuring the increase in net rent per square foot from the last year of the expiring term to the first year of the renewal term. In Q3, this spread or lift was 12.4%.

Again, this only reflects the lift in rents during the first year of the renewal term, but as I mentioned, in most cases, we have been successful in negotiating contractual rent steps beyond the first year and throughout the renewal term. Historically, those rent steps typically averaged between 1% to 1.5% per annum.

Year-to-date in 2024, those growth rates have more or less doubled. This can be seen through the second lease renewal lift metric that we measure and provide to our investors.

For this metric, we similarly calculate the rent increase from the last year of the expiring term, but instead of measuring the rent increase to year one of the renewal term, we use the average net rent throughout the renewal term. In Q3, this number was 16.9%, which is 450 basis points higher than the 12.4% spread calculated only on year one rent.

The important takeaway is that both of these renewals spread numbers are tracking higher this year than our long term average. The positive environment has also helped our leasing team to secure improved cost recoveries in several of the renewed leases.

We have also been successful in obtaining qualitative improvements. For example, no build and use restriction relaxations.

In short, the leasing environment remains very healthy. We continue to be active on new deals across all of FCR's core tenant categories.

I want to come back to and briefly comment on the objectives our strategy is designed to deliver. Two of the key ones are stability and growth in FFO and NAV.

I'll start with FFO or more specifically operating FFO, which is more indicative of FCR's underlying earnings. Year-to-date through the first three quarters, the headline OFFO is CAD1.4 versus CAD0.87 per unit over the same prior year time frame.

This represents year-over-year growth through the first time months of the year of 20%. OFFO is typically or at least is intended to be a normalized earnings metric, but this reported 20% growth rate includes several nonrecurring items.

Therefore, it's important to drill a bit deeper in order to understand the trend of the underlying business. Once these adjustments are made, the adjusted OFFO growth rate is approximately 7%.

Now in this regard, there are four major adjustments to OFFO as reported. Two items relate to 2023.

The first is a CAD3.8 million legal settlement in FCR's favor. The second is an expense of CAD6.9 million relating to costs associated with unitholder activism.

The net negative impact of these two items lowered 2023 OFFO by CAD3.1 million which, of course, makes for an easier comp this year and a higher growth rate all things being equal. The remaining two items relate to 2024.

On a nine-month basis, they have both increased that OFFO. The first is a CAD9.5 million property sale assignment fee reported in Q1.

The second is an CAD11.3 million density bonus included in Q3, which relates to a development property we previously sold. In substance, both of these are better characterized as disposition proceeds.

However, the accounting requirements include them in and consequently increase OFFO. Excluding these four items, provide a more trend line view of the underlying business.

By doing so, our year-to-date OFFO growth rate changes from 20% to just over 7%. Although, it's obviously important for us to provide the headline number for OFFO growth, I don't want to take anything away from the lower adjusted number.

So to be clear, we are very pleased with the strong year to date adjusted OFFO growth rate of 7%. At our Investor Day earlier this year, we laid out our three- year plan for investors.

In that plan was a key objective to deliver an OFFO CAGR of at least 3%. That's not to say that we will have greater than 3% OFFO growth every year, but our objective is to average a greater than 3% CAGR over the course of the three-year time frame.

With our Q3 results and after adjusting OFFO growth down to 7%, we remain nicely ahead of our internal plan for the year, and we are also tracking favorably against our three-year plan. Moving to net asset value.

NAV was relatively flat this quarter and close to CAD22 per unit. The things that are largely within our control such as leasing, asset management and dispositions have gone very well this year and have had a positive impact on our NAV.

However, IFRS property values have taken a bit of a hit as a result of higher interest rates and their lag effect on the property investment markets. That being said, the Bank of Canada is now clearly in an easing cycle, and if interest rates continue to decline, as most economists forecast, cap rates could be favorably impacted and consequently so could our NAV.

Onto our current investment activities. We continue to be active on real estate investments in development and dispositions, which Jordie will expand on.

Starting with dispositions, we continue to make very good progress in a market that has been far from easy. Since late 2022, we were tracking our results against our optimization plan.

Earlier this year, we moved on from our optimization plan and introduced our three-year objectives at our Investor Day. In essence, the strategy underpinning the optimization plan was applied to a longer-term plan.

However, it's worth noting that with both plans, we -- both plans involve the sale of low and no yielding assets in which our value enhancing objectives have been achieved. Since we launched this asset divestiture plan two years ago, interest rates have increased significantly, which has made execution more difficult.

We have made significant progress nonetheless. Total or announced asset sales totaled over CAD750 million It had an average yield of less than 3%.

We achieved sales prices with an average premium to IFRS values of over 20%. We recognized with hindsight that we were fortunate to start when we did.

These dispositions have meaningfully improved both our FFO and our balance sheet. We're pleased to report that we continue to have active deals at various stages of the transaction process, and we remain focused on and committed to premium pricing for the assets we sell.

Year-to-date 2024, we have closed or announced approximately CAD275 million of dispositions against our full year plan of roughly CAD400 million. I noted that we're working on new dispositions, some of which we expect to get done in Q4 and some that may occur next year.

Given our notable progress year-to-date, and therefore, regardless of where our final tally for the year comes in from here, there will not be a significant variance to our 2024 plan or our three-year plan. We continue to be confident that the combination of above average earnings growth, coupled with an even stronger balance sheet will be a unique and compelling offering across the Canadian REIT landscape.

We believe we are well positioned for continued outperformance as it relates to total unitholder returns. Earlier this year, as part of our three-year plan, we summarized the opportunity for investors, which include the unit price target in the low to mid-20s as we continue to execute.

We're now nine months into our three-year plan. Our actual results so far have been slightly better than the plan.

So while still early, I am pleased to say that we are on track to deliver what we presented. Neil will now expand on our Q3 progress and our results.

So Neil, over to you.

Thanks, Adam, and good afternoon, everyone. Consistent with our usual practice, we have a slide deck available on our website at fcr.ca and in my remarks today, I will make references to that presentation.

So let's start with Slide 6 and the quarter. FCR generated operating funds from operations of CAD76.9 million in the third quarter, an increase of CAD8 million from the third quarter of 2023.

This translated to OFFO per unit of CAD0.36 an increase of CAD0.04 year-over-year. As we cited in this morning's press release and as referenced a few moments ago by Adam, the REIT's Q3 2024 results benefited from a density bonus of CAD11.3 million related to a previously sold property.

This is recorded within interest and other income. Similarly, interest and other income in the third quarter of 2023 benefited from a CAD3.8 million legal settlement.

So if we adjust or otherwise normalize for these two amounts, FFO per unit was approximately CAD0.31 in the third quarter of 2024, up from CAD0.30 per unit one year prior. Underlying the recent results were continued strong growth in same property NOI, partially offset by higher trust and interest expenses, notwithstanding a slight year-over-year decrease in FCR's total net debt.

So to examine the numbers in more detail, let's turn to the components of FFO starting with net operating income. Q3 total NOI of CAD112 million increased by nearly CAD3 million year-over-year.

Growth includes an increase of CAD2.6 million from same property assets and a net CAD300,000 increase from all other property categories. Same property NOI, excluding lease termination fees and bad debt expense or recovery was CAD104 million equaling an increase of CAD3.8 million or 3.7%.

Higher base rents, higher occupancy and improved recoveries were the key drivers. Across the non-same property categories, net disposition activity accounted for a year-over-year decrease in NOI growth of CAD500,000, and finally, other non-same property NOI of CAD6.3 million improved by CAD800,000 year-over-year.

The key contributors here were straight line rents and development and redevelopment coming online. Moving further down the FFO statement.

Q3 interest and other income was CAD19.1 million an increase of CAD9.6 million year-over-year. I've already noted the unusual items contained in both current and the comparable quarter.

So if we exclude these amounts, interest and other income was otherwise CAD7.9 million in Q3 2024, up from CAD5.7 million last year and consistent with CAD7.9 in Q2 2024. Both the second quarter and third quarters of this year, FCR held sizable cash balances, these were earning a return of approximately 5%.

The high cash balances were the product of capital generated from asset sales and in particular the CAD300 million C senior unsecured debenture offering that was completed on June 12. So with substantial Q3 debt repayments drawing down the REIT's September 30 cash balances to CAD67 million from CAD455 million at June 30, you should expect a decline in Q4 interest income.

Q3 corporate expenses were CAD10.6 million sequentially this was down slightly from CAD11.4 million in Q2 2024. I know I've stated in the past and this is true once again, there's almost always variability in G&A from quarter-to-quarter due to accruals and the timing of certain expenses and invoices.

Overall, we remain on track with our previously stated expectations for 2024 and we remain proactive in expense management. Interest expense was CAD43.2 million in Q3.

This was 4.5% higher relative to CAD41.3 million in Q2 and it was about 10% higher year-over-year. The increases are mostly related to higher interest rates gradually working their way through FCR's debt capital stack.

The timing was also a factor as we had the entire balance of the Series C debentures outstanding during the third quarter, while we repaid the Series R debentures and several mortgages throughout the third quarter. More specifically, the Series R debentures had a CAD281 million principal balance, and effective interest rate of 4.8% and they were repaid on August 30 and mortgages on three properties having an aggregate loan balance of CAD61 million at a weighted average interest rate of about 4% were repaid between July 23 and August 1.

So with the nine months results now delivered and these are summarized for you on Slide 7 specifically, FCR's year-to-date same property NOI growth, again excluding lease termination fees and bad debt was 3.3%. In our July 31 conference call, I noted that we expected 2024 same property NOI growth to be within a range of 2.5% to 3%.

This was an improvement from our beginning of the year expectations of 2% to 2.5% growth. As of today, we believe full year same property NOI growth should meet or exceed 3% and looking ahead to 2025, we expect FCR's internal growth rate to be higher still again for reasons that we previously discussed.

Slides 8 and 9 cover key operating metrics, some of which Adam already touched upon. So I won't discuss these in any greater detail, but I will note that the general theme through the third quarter was continued and broad strength across the metrics.

Slides 10 and 11 provide distribution payout ratio metrics. These two are mostly for informational purposes and they show how we view and measure the cash generation and sustaining capital requirements of the business.

The key takeaways are as follows. During Q3, FCR generated CAD68 million of adjusted cash flow from operations, bringing the 12-month trailing figure to CAD243 million.

Relative to CAD183 million of trailing 12 months cash distributions, this equates to an ACFO payout ratio of 75% and retained cash flow of approximately CAD60 million. Advancing to slide 12.

FCR's net asset value per unit at September 30 was CAD21.92. This compares to CAD21.95 per unit at December 31, and CAD21.26 one year prior.

So on this basis, the REIT's net asset value per unit was little changed through the first nine months of 2024, while it increased by approximately 3% on a trailing 12-month basis. The 2024 theme has been one of slight improvements in portfolio level cash flow models and general stability in cap rates and discount rates.

In this regard, the Q3 2024 weighted average portfolio cap rate was 5.5%, which is unchanged in each of the last three quarters. During the third quarter FCR booked the net fair value gain on investment properties totaling CAD19 million which is a very small number in aggregate relative to the size of the business.

The year-over-year net asset value per unit increase has been driven by several factors including: one, a net upward mark to contracted sales prices on dispositions, including held for sale assets Secondly, valuation increases related to higher cash flow assumptions. Thirdly, four quarters of retained cash flow.

Fourthly, a slight decline in the portfolio's weighted average cap rate and that really occurred back in the fourth quarter of last year and these have been partially offset by the final factor, which have been net valuation decreases on density and development land. Turning to an update on capital deployment as summarized on Slide 13.

Capital invested into the business during the third quarter Q3 totaled CAD52 million including CAD16 million into the operating portfolio and CAD35 million into development activities. For the year, we expect 2024 development CapEx to be within the CAD100 million to CAD115 million range, while all other capital expenditures are likely to be in the CAD65 million to CAD70 million range.

Slide 14 summarizes key financing activities this year. During the third quarter, CAD404 million of debt was repaid.

CAD53 million of this was funded through a 10-year refinancing of a maturing mortgage where the rate actually dropped from 5.3% to 4.9%. The rest of the repayments totaling CAD351 million were funded mostly with the cash that had been raised through the Series C unsecured debenture offering in June.

On a year-to-date basis, FCR has repaid CAD748 million of debt at a weighted average rate of 5.3% and sourced CAD708 million of new debt at a weighted average interest rate of 5.5%. In the Q4 of this year, FCR has only CAD11 million of contractual debt maturities added share.

Turning to slide 15, where I'll make three key points on liquidity and leverage. Firstly, relative to the second quarter, FCR's liquidity position has normalized and it remains strong.

The September 30 liquidity position of CAD765 million included CAD698 million of undrawn capacity on revolving credit facilities and CAD67 million of cash, but this does compare to that CAD1.2 billion liquidity position at June 30. Secondly, the REIT's unencumbered asset pool remains sizable at more than CAD6 billion and thirdly, FCR's net debt to EBITDA multiple decreased to nine times at September 30 from 9.2 times last quarter and 10.1 times one year ago.

The recent improvement in debt to EBITDA has been, if you will, enhanced by several non-recurring income items over the past two quarters and with the passage of time, we will lap these amounts. So when we think about a trend line or adjusted multiple, our internal analysis pegged in the low to mid-9s at the end of the third quarter and importantly, it remains on track with our stated year end 2024 objective of a low 9 times debt to EBITDA multiple.

Finally, for your reference, details related to FCR's debt maturities are provided on Slides 16 and 17. As I mentioned, essentially all of the debt maturities were addressed for this year by the end of August.

Now similar to the REIT sector overall, FCR's debt capital structure does continue to face interest rate roll up, particularly over the next three years. However, with 5- and 10-year Government of Canada bond yields now in the 3.1% to 3.3% range, coupled with FCR's strong credit spread performance over 2024 in particular, this interest rate roll up is much less acute today than one year ago.

Over the course of 2025, FCR has CAD442 million of maturing mortgages, term loans and senior unsecured debentures. This equates to 11% of the total balances outstanding.

2025 maturities carry an average interest rate of 4% and the first maturity is a relatively small one. It's a CAD75 million term loan that matures in April of next year.

Overall, FCR is very well positioned to continue to manage and mitigate interest rate roll up, while also extending the term of its debt ladder over time, and of course, while also delivering upon the key objectives of the three-year plan. So this concludes my prepared remarks.

I'm now pleased to turn the session to Jordie for an update on investments, dispositions and other activities.

Thank you, Neil, and good afternoon. Today, I'm going to provide you with an update on our investment, development and entitlement activities.

As Adam mentioned, we have and we remain very busy with respect to managing our disposition program. We have binding agreements in place for the sale of a number of assets.

These include the previously announced 1629 to 1631 Queensway transaction, which you'll recall is a property located in Toronto subject to a long-term fixed rent lease with Zanchin Automotive Group, who operate Queensway Mercedes Benz. We also have a binding agreement for the sale of 895 Lawrence Avenue East, a 30,000 square foot unanchored income producing retail center also located here in Toronto.

These transactions are scheduled to close in Q4 2024 and Q1 2025, respectively. Regarding new transactions, this past quarter, we entered into a binding agreement to sell our 50% interest in 200 West Esplanade.

By way of background, construction on this 75-unit mixed use rental residential development with approximately 9,000 square feet of retail space commenced in Q1 2022. First occupancy for the building took place in December of 2023 and the residential rental component stabilized by the Q2 of 2024.

The project has been very successful from a development profit perspective. However, consistent with other residential rental developments in North Vancouver, it provides a low yield based on market value.

Given Vancouver is rent controlled market, the growth profile of 200 Esplanade is also expected to be muted. As a result, we believe we maximize its value for the foreseeable future and do not expect it would significantly contribute to the key objectives we aim to deliver to our investors.

Therefore, we're crystallizing our development profit by selling the property and we'll reinvest the proceeds to generate a higher return on our invested capital. Closing of this transaction is scheduled to occur in fourth quarter of this year.

We are also actively working on several other transactions that are consistent with our strategy. Turning now to development.

We are really pleased with the progress we've made with respect to our redevelopment of Humbertown Shopping Centre in Toronto. In Q3, we transferred 23,000 square feet of space in Phase 1 of the redevelopment back into IPP.

Phase 1 includes 11 retail units, including Humbertown Jewelers and Royal Bank and all but three tenants are now in possession. As forecast, average rents in this portion of the center have more or less doubled from the former in place rents.

We have just received permits for Phase 2 and Phase 3 of the project. As part of Phase 2, we will expand the existing grocery store.

This next phase will commence in January 2025, so as not to disrupt Loblaw's holiday sales. Phase 3, which includes a new full format Shoppers Drug Mart and a new Scotiabank amongst other tenants will commence later in 2025.

In total, we expect to invest CAD49 million in the redevelopment of Humberton. This investment will deliver very compelling returns for FCR and will meaningfully improve the asset.

As many of you know, Humbertown has been an integral part of the fabric of this highly desirable community for decades. Our investment will ensure it remains an essential amenity to the neighborhood and a core FCR asset for the next several decades.

We have a number of other similar and exciting retail redevelopments in the planning stages and look forward to sharing these schemes with you shortly. Construction of our 1071 King Street West development project in Liberty Village is also progressing very well.

We own 25% of this 298-unit, 225,000 square foot purpose built residential rental project, which includes 6,000 square feet of at grade retail space. Geothermal drilling for the project has now been completed and excavation is also nearly complete.

The tower crane was just installed this past week, and so we'll see this building come up out of the ground in the months ahead. Construction of foundations and below grade structural elements is also well underway at our Yonge & Roselawn project.

We own 50% of this property and serve as its development manager. This project is a 636-unit mixed use purpose built residential rental building with 65,000 square feet of retail space.

The tower cranes are now installed and 72% of costs have been awarded. We are targeting both of these projects to be net-zero goal.

With respect to entitlements, this past quarter, we were successful in securing approval for 400,000 square feet of residential density at our Morningside Crossing property located at Kingston Road and Lawrence Avenue here in Toronto. Consistent with our entitlement strategy, we invested little more than our sweating to rezone a discrete portion of the property that today accommodates just 7,000 square feet of retail space.

The economics of replacing this existing retail footprint with 400,000 square feet of residential density are quite compelling. What's more, our existing shopping center will remain largely intact and will benefit from the increased customer base that the new residential density will attract.

To date, we submitted for entitlements on over 16.5 million square feet of incremental netting out the density we've already sold. This represents 74% of our 22 million square foot pipeline.

This year, we expect to receive approvals for a further 600,000 square feet, and we plan to submit for an additional 1 million square feet of density before the end of the year. In closing, we continue to make great progress in all areas of our business.

It should be clear that we remain focused on our objectives and the delivery of results that reflect our successful execution. Thanks for your attention and your continued support and with that, operator, we can now open it up for questions.

Thank you. Good afternoon, everybody.

I know it's early days. Congrats on the strong quarter, first of all, first and foremost, but I know it's very early days.

The plan was just announced last week. Fundamentals are incredibly robust.

You've given us your outlook for same property NOI growth of higher than 3% in 2025, but just curious if you have any preliminary thoughts in terms of what the potential slowdown in population growth might mean for the cadence or the momentum that you have, if you expect to be driving change cost?

Hi, thanks very much, Mike. Yes, by and large, we expected some slowdown to occur and the pace that we witnessed over the past few years seems a bit unsustainable and running a shopping center business for the long term, one of the really critical things for the success and health of our shopping centers is the health of the neighborhood in which they're situated and if you spend a lot of time in almost any neighborhood today across the country that's in an urban market like our portfolio, unfortunately, there's clear signs of some of the issues of this population growth.

We see it in our operations group through security expenses. We're spending significantly more today than we were five years ago on security, and keep in mind, we're not an enclosed mall business.

We're an open-air shopping center business. So for us, we still see population growth.

We think it's a more healthy, sustainable level and importantly, the business we do with our tenants when they make new lease commitments, I mean, they're planning a decade plus out from where we are. So I can tell you, we don't believe that there will be any noticeable impact to our performance and more importantly, we don't think there's any significant impact to the three-year plan that we laid out earlier this year for our investors.

Okay, great. Thanks for those thoughts.

I think in the preliminary or the opening comments, 7% year-to-date sort of adjusted or normalized growth rate was mentioned as being ahead of the internal plan. What have been the key drivers?

I guess, first question is, what's the differential? I mean, was it 3?

Was it 4? Was it 5, in terms of the delta between current and what you were expecting?

And then, what would be the preliminary driver of that variance?

Yes. So we've never come out and outlined what the internal plan is other than what we said earlier this year, which is over the three-year period greater than 3%, earnings growth greater than 3%, same property NOI growth.

We didn't really give a range because there are a bunch of variables. So all we're going to comment on at this point is we're tracking slightly ahead of our plan, which is good.

The main drivers are leasing has gone a little bit better than expected. So some of the leasing we expected to do next year got pulled into this year.

The leasing we did do rates came in a little bit better than we expected. We're starting to get a little bit of a benefit on the debt that we're doing relative to the plan.

Even the two bond deals we did in the summer were marginally ahead of the plan. We noted at our Investor Day in February that the assumption throughout the three-year time frame was that the current market interest rate at that time was held constant throughout the three-year plan.

So we saw it come down a little bit in the summer. We've seen it come down a little bit further.

Neil, am I missing any of the large items?

No, that's it in a nutshell.

Okay, great. Just one more for me before I turn it back.

I guess you don't have a lot of debt maturing in the short term. You do have some additional proceeds coming with Queensway and Lawrence and I suspect there'll be other West Esplanade and I suspect there'll be others over the next six months.

Neal, should we expect your liquidity or cash position to increase over the next few quarters? Or do you have other opportunities to repay debt or retire debt early?

Yes. Hi, Mike.

So to your point with respect to Q4 dispositions and what you see in the pipeline, we would generally expect that number to be up modestly through the fourth quarter. Q1 we actually tend to be a slight user of working capital simply from a seasonality perspective and then as I mentioned we do have not a large debt repayment but a CAD75 million debt repayment in April.

So we would envision having cash on hand at that point to extinguish that liability.

Okay. That's it for me.

Thanks so much.

Thanks. Good afternoon.

Maybe flipping over to the, disposition side of things. Are you guy with the with the change in the rate environment, are you seeing a pickup in appetite or a narrowing of the bid ask spread on the transaction front?

Hi, it's Jordie. I would say the market's constructive like across the property, particularly for income producing assets and I would say even more particularly given the nature of the assets that we are selling and as we talked about, we've got a number of executed firm and conditional agreements that are in diligence now that are moving.

I would say, the market for density seems to be more bifurcated geographically. In Toronto, in particular, I would say the demand has shrunk and maybe sometime till that reappears, but I would say given the nature of the density that we're selling, it's urban, it's transit oriented, our cost base is low and so we expect when it does return that certainly our properties are going to be favored.

I would say with respect to Quebec and this is when I talked about geographic diversity. The demand there for density remains pretty strong and we're seeing a lot of inbound calls for density both that we have articulated in the market and that which people just ask about.

And I think by Quebec, we mean Montreal specifically. Yes.

That's the only place where we're active, but I think this lower rate environment is a leading indicator and we saw that at the front end of this rate hike cycle. So we sold a major asset in December of 2022, King High Line, CAD5 rents in place, stabilized resi building in Liberty Village sold at a sub-three percent cap rate -- sorry CAD4 rents, so called market rents at the time and it's sold at a 2.9% cap rate.

Rates had already moved a lot. Our view was that represented old growth pricing, but there is a lag in the property market.

So now we're kind of appear to be coming out the other end of the cycle where rates have come down and you can do five-year money at significantly lower rates, mid-4s generally, which is very different than even a few months ago and I think, Jordie would agree that we've seen a marginal improvement in the market, but we expect more improvement as we look ahead.

Okay. So I guess, sort of rates in your view is the big catalyst for the market for density starting to pick up?

Yes. Well, I think what will be at the front end of this will be anything with some level of income.

So where you've got a small amount of carrying yield, I think that's making the job a little bit easier for the investments group where there's no yield. What Jordie was saying is Toronto remains tough.

Montreal remains much better. We're selling density in both markets.

So that's how we would describe the current state of the world through what we're seeing on this on the ground.

Okay, perfect. And then maybe just quickly for Neil, I believe.

On the 20 25 same property NOI target, what sort of underpinning that greater than 3% is it rent growth or occupancy growth or combination of the two?

Yes. Hi, Lorne.

A lot of it which I think we talked about specifically on the Q2 call is really contracted rent growth and so One Bloor in its own right gives us a pretty substantial boost there and that's where all the leasing has been done and the tenants are in fixturing periods and they really commit their cash rent payments at a point in time that starts late in 2024 through 2025 and then incremental in 2026. So we measure our same property NOI on a cash basis and we talked about that in the context of a discussion I believe on straight line rent in the Q2 conference call.

Okay, perfect. Thank you very much for the color.

Hi. Good afternoon and thanks for taking questions.

The first one is a relatively quick one for Adam or for Neil. Can you highlight what the average weighted lease term achieved during the quarter was on the 400,000 square feet that was renewed?

Yes. That's a good point.

So our longer term average is around five years. We were closer to six years this quarter, just over six years.

So it's about a year longer than what we call our normal renewal term is.

Okay. And then just coming back to the disposition market.

I think, Adam, in the past you talked about kind of the breadth and depth of residential density buyers being pretty much private, private family, private buyer looking at single assets. That sounds like it's still the case.

How would you characterize this shift, if any, in terms of institutional demand for income producing assets in Canada and specifically whether you're sensing foreign capital is increasingly looking into Canada?

I would describe the buyer pool for the assets we're selling is very similar. Where we've seen an increase in demand and capital pools available are for FCR's core assets, which are gross anchored stabilized shopping centers.

So unsolicited inbounds have increased all with institutional capital. However, given their core assets and we see a lot of upside from here similar to the institutions that have been reaching out, those are not assets that are available for sale right now.

Got it. And those inbounds, would they be both domestic and foreign?

Yes, more weighted to domestic, but there's a mix of both.

Okay. And just my last question, just pertaining to your sit-down restaurant tenant base, it's really stood out in terms of stability in the past contrary to what we're seeing in the broader kind of market headlines.

Is that still the case, particularly given inflation subsided or are you seeing any change in trend there in terms of demand?

It's been remarkably strong and stable. We've had somewhere between 700 and 800 restaurants plus or minus.

We had 10 defaults year-to-date. That would be on the low end of the normal year and so we're continuing to see activity at the property level, whether it's the performance of existing restaurants or the leasing, whether it be renewal or new leasing to restaurant space and the rental rates and the deal terms and net effective rents we're achieving that are still very, very strong.

So we read the headlines. We continue to see an entirely different story play out across our business and it's similar right across the country.

Okay. Thank you.

Thanks, and good afternoon, everyone. First question back to Mike's first question actually on population growth.

Adam, your answer was not surprising, but I wonder if you could give a little bit more of the sort of the reasoning for believing that there won't be any noticeable impact on the performance of the REITs?

Well, again, part of it comes back to the health of the neighborhood and with the population growth that's occurred with the lack of infrastructure that's kept up with it, notably housing and the affordability issues that it's introduced coupled with the inflationary environment. That's why we're spending more on security.

There's just a lot more people that are having trouble getting by and that's playing out across every neighborhood for the most part and so the tempering ahead a little bit and letting some of that infrastructure to catch up and things settling out, we think will be a good thing, but the main reason is, we're in a long-term business and our tenants are in a long-term business and space commitments and the capital commitments for that space continue to be planned where tenants are looking through various cycles. There has not been meaningful supply of the product that we own for over a decade.

It's really hard to imagine that changing over the next decade and so you're seeing it with major, major retailers, whether it's grocery stores or dollar stores or you can go down the list. They've been a lot more flexible with formats and types type of space that they're occupying and our leasing pipeline continues to remain very robust amongst the deepest we've ever seen and we're sitting here with the portfolio from an economic perspective effectively full.

We may have a little bit of occupancy grind over the next year or two, but we're pretty close to full. We're continuing to get very high rents and so and look, it's been fresh, but we have talked to a lot of our tenants.

We've got a lot of lease negotiations underway and it certainly seems pretty evident to us at this point that it's full steam ahead.

So you're not seeing any of your retailers maybe tempering some growth plans as a result of the reduced expectation on population growth?

Absolutely not. We have not seen that yet.

I acknowledge it's early, but again, I go through the reasons why we will be very surprised if it does temper in any significant way. There's just been such tremendous population growth, no supply, inflation has benefited tenants top line sales.

We know that largely profit margins have been protected. So the rent paying capability is up, the value of the space they're in is up and the replacement cost of the space that they're in is up.

So yes, we're really well positioned. It'd be near impossible to recreate the quality of the portfolio that we've assembled, the neighborhoods that we're in.

So we continue to feel like we're very well positioned notwithstanding the government's change in immigration policy.

Thank you. And just moving on to rents, there was a question earlier about the rent spreads.

I want to get into the spread, I guess the differential between the renewal uplift on the year one and then the full term. This is the second quarter where the spread between those two metrics was unusually wide in First Capital's history.

First quarter part of the explanation was -- I should say in the Q2 part of the explanation was longer lease terms and again this quarter you got six years versus perhaps a five-year term normally. So a little longer than normal, but the differential is still quite large.

So you would agree these are not anomalies. This is kind of a new pattern for FCR in terms of achieving these contractual bumps and I'm just wondering as a follow-up, are you having to put in more money into these deals as basically incentives or whatever to achieve these higher spreads?

Yes. So a few points there Sam.

So starting with your last one, no, one thing that we can say is our lease renewals are super clean. We typically have absolutely no deal cost, no free rent, no tenant inducement, no leasing commissions.

So in almost every case, it's a pure rent negotiation with no deal cost whatsoever. So no, that's not impacting the spreads at all.

Yes, the last couple of quarters, we've had a slightly longer lease term, which obviously helps the second lift metric, but that lift metric is doubled from historical standards and we've literally gone from a five-year term to a six-year term. So not like nothing major.

One thing I will say is that I will credit Jordie and Carmine has done with his team, which he's been working on for a number of years in strategizing how to approach these negotiations because it's a shift. In the old days, pretending to exercise the right to renew for five years, you negotiate one rent number that would be the new rent number for the five years.

So the annual growth was not typical and Carmine and the leasing team have done a really good job of being proactive to secure these lifts and what allows us to do that is just a combination of strong fundamentals for growth for anchor retail real estate coupled with the fact that we own highly desirable locations that simply aren't getting built anymore.

Fair enough. That's good answer.

And just last quick one. Just confirming my I guess, my expectation that One Bloor was kind of neutral to the same property NOI metric this quarter and will be positive starting in Q4.

Is that correct?

Sam, it's Neil. I actually don't have the answer to that question.

That's the tip of my fingers on an individual property basis, but as it relates to your forward-looking view, it will certainly be a net contributor to same property NOI growth in calendar 2025 in a fairly sizable fashion.

Got it. Thank you.

Thanks. Good afternoon, everyone.

Adam, I think I know the answer to this question, but maybe some additional color might help. With the shift in the yield curve and ostensibly lowered construction financing costs, do you guys see a change in the mix in the non-income producing bucket of your assets to favor more active participation in properties under development or do you still want to go with as Jordie described it, the sweat equity component of entitlements and zoning and selling off those buckets first?

Yes. Look, the entitlement business is a phenomenal business for us and the returns are spectacular because it's significant value creation with very little capital that's required.

So under any circumstance -- and Jordie has done a wonderful job leading the development of that capability over the last decade and it's become a core competency for FCR. So under any circumstance regardless almost any circumstance, regardless of the yield curve, that is full steam ahead.

What's changed, which has less to do with the yield curve and more around the strategy work we've done in the last few years around capital allocation has been; number one, there's a renewed opportunity in retail redevelopment and with the achievable rents on the type of product we own today, there are a number of centers where we've had an eye to improving it, either by un-enclosing an enclosed component or redevising space to make it more appealing like in Humbertown and the returns are very attractive and so Jordie touched on it in his prepared remarks that we have a number of properties in that bucket that we are far advanced in the planning stage and I can say with confidence, we'll form part of our redevelopment program likely starting next year. So that's an important part of our development program and then on the mixed-use side that probably has the most impact around interest rates.

We got a lot of mixed-use development opportunities as you know. What's happened over the last couple of years has put the majority of them offside.

Young and Yonge & Roselawn and 1071 King are the outliers where the numbers actually still do work and we brought in third party capital to lower the amount of equity we invest through the, we'll call it, the nonproductive phase when we're going through the development, which we are right now. I don't think we've got a meaningful appetite to increase a meaningful amount of additional capital over the next couple of years to that program.

Neil outlined at our Investor Day, which holds true today roughly what your magnitude is and these are multiyear development. So we're going to pursue those on a tempered measured basis.

We're going to reduce our equity from what typically starts out at 100% through the entitlement phase to generally 25% to 50%, which we think is the right balance to deliver the objectives we've committed and outlined to our investors while still capturing that upside, but I think when Neil went through at our Investor Day, it holds true and it's hard to imagine that it'll change meaningfully over the next couple of years regardless of what the yield curve looks like.

That's great. It's kind of what I figured.

I mean, the market doesn't look like it's in a position to underwrite development risk at this point. So the strategy kind of works.

Other question.

That may change, right? That may change.

And there were other periods where some could criticize us that we weren't doing enough development. Now today, the general preference is like less is more, but I do believe that will change.

At the end of the day, we kind of laid out a three-year plan, and we think and we do continue to come back to it, but at this stage, we think the three-year plan we laid out in February continues to hold true and what we're focused on executing.

Yes. The leader of the A team put it best, right?

I love it when a plan comes together. On the density payment issue, is that something we can expect maybe a little more of going forward, albeit maybe less predictable and lumpy?

But is that how you're structuring the deals? Or would that just be a one off specific to that asset?

It's Jordie. I would say, taking a step back, when you think about as we talked about securing entitlements, it's become a really important part of our business and an area where we really create a lot of value, both in terms of the properties that we develop and also those properties that we end up selling.

It's interesting to note and as you can imagine developers have unique visions with respect to their projects and so oftentimes, we'll get approval for something that may not entirely align with the developer's vision and I would also say that oftentimes municipalities over the course of time will become less restrictive on things like height and use. So we really now and have for some time addressed these potential changes in agreements and purchase and sale and include in them what are post-closing adjustments for what is the final approved density number.

So when it really relates to the density bonus this quarter, in particular, we reported the purchaser submitted a zoning amendment post-closing. It was approved this last quarter and the increase in density pursuant to that amendment results in what was an increase in the purchase price of just under CAD20 million and the payment is going to be made on the issuance of building permits.

So that date is still obviously several years out and accordingly the payment was discounted. So it's very long way of answering your question, but I think it gives you the context that I would say it's not certainly something that is going to be routine, but it's not something that or it's something that will certainly happen again.

It's actually the third one that we've earned. The other two were on 1071 King and Yonge & Roselawn where Jordie and his team went in and given the more favorable environment secured additional height.

So during the day we built into every sale agreement where over a period of time, if more debts to be secured, we get paid. The difference with the one that showed up in Q3 is that we sold the entire property and as a result, that's why it hit the P&L on 1071 King and Yonge & Roselawn because we retained an interest.

The accounting treatment actually flows through the balance sheet instead of the P&L. So to Jordie's point, it is lumpy, it's not totally unique and we don't really have visibility as to whether it will be recognized more or will be recognized in the future.

Right. But likely it will.

Just we'll take it as it comes. That's all I had.

Thanks guys. I'll turn it back.

Thank you and good afternoon, everyone. Just a couple of quick questions.

Firstly, when you're looking at your Vancouver cap rates, we noticed that your median cap rates have increased by about 30 bps in the portfolio on a stabilized basis. I was just wondering if you could provide some more color on what led to that increase and what you're thinking about Vancouver versus the rest of the country?

So I think probably Humbertown, in particular would have resulted in that change. Yes, I think if you think about the increase in rent there from our anchor tenant in particular will have a meaningful impact or have a meaningful impact on cap rate.

Yes. So I think what happened is we were able to take the NOI closer to market and as a result the cap rate got adjusted.

So to be clear despite the higher cap rate there was no detrimental value impact on the asset because the income went up so much.

Okay. Perfect.

Thank you. And just last question.

We've talked about or we've seen the slowdown in the condo market as well. Could you just provide some color on the pre-leasing activity on the current projects in the pipelines?

Yes. There are two active projects that are beyond the presale stage.

One is our Aden Bridge project adjacent to our Humbertown Shopping Center and the other is 400 King Street that we own a partial interest in both. The bottom line is we got a little bit lucky in the cycle in the sense that the units were sold well off well before the peak.

Current market values today, especially if you take the deposit into account, which in one project is 15% and the other is 20%. There's a meaningful cushion from current market values, which we would surely agree that current market values are well off their peak through this cycle.

We think we're in good shape in that regard and closings will commence in 2026. So we believe if they were closing today, we would have no issue.

There's a strong likelihood that situation the overall condo market improves by 2026, but that's the current position we're in today.

And would that also be the same picture for the Yorkville project as well?

Yes. The Yorkville project is still going through pretty it's very unique.

It's a high-end product. So far every unit that's been sold has been sold to someone that is intending to live in the project.

It's obviously a very high price point. So it's a bit different in that regard and it's got a longer time horizon before the planned deliveries.

Well, thanks for the color. I'll turn it back to the operator.

Hey, guys. Just a quick follow-up to Dean's line of questioning around capital allocation.

Can you give us a sense as you go forward given yield curve is coming down? Obviously, we moved a bit backwards on that front, but how you kind of balance deleveraging versus earnings accretion in a lower interest rate environment?

Hi, Matt. It's Neil.

I think the changes candidly are very much at the margin. We've got a stated strategy and a three-year plan and the three-year plan is really focused on growing our FFO per unit, while also continuing to deleverage our balance sheet and if you look at the business and the asset allocation, we've got about 82% of the real estate value in this business earning a run rate NOI yield of 5.6%.

The balance of the capital or 18% of the capital invested in real estate in the company is earning a run rate yield of under 3% and so we're really focused on changing that balance to achieve the objectives and while it's true that changes in the yield curve and lower interest rates should make that process a little easier in terms of returning liquidity to property investment markets and presumably firming up pricing. It's equally just unlikely that that had any real impact on the way we're going to run the business for the foreseeable future at this point.

Yes. That makes sense.

And then just quick technical one, straight-line rent decelerated a bit quicker than expected in the quarter. Can you give us a sense of if there was anything one time in that and what we should think about for the next couple of quarters as the cash rents go online?

Yes, it's both an accurate and very I'd say fine point observation. The straight line rent number was a little smaller than we would have anticipated three months ago and that's because we did have a lease amendment in a particular situation that actually resulted in the write off of some straight-line rent.

So had that not occurred and you're going to test my memory here, I think our straight line rent adjustment was about CAD1.4 million in the quarter probably would otherwise have been slightly more than CAD2 million in the quarter. As you look out to Q4, probably about CAD1.5 million straight-line rent adjustment again and then that number will begin should begin to taper quite dramatically through the next couple of quarters, particularly as it relates to that One Bloor cash rent conversion cycle.

So converting from straight-line rent to cash rent.

Okay, perfect. Thanks for the clarification.

Thank you.

Okay. Thank you very much and thank you everyone for taking the time to attend today for your interest and support in First Capital.

Have a wonderful afternoon.