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SmartCentres Real Estate Investment Trust Releases First Quarter Results for 2022

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SmartCentres Real Estate Investment Trust
SmartCentres Real Estate Investment Trust
  • Substantive improvement in retail leasing momentum across the portfolio with growth from both existing and new tenants;

  • FFO per Unit(1) for Q1 2022 increased by $0.02 or 4.1% as compared to the same period in 2021;

  • Progress in zoning approvals on strategic projects, together with improved market conditions, contributed to $237.7 million in incremental property values, leading to net income and comprehensive income for Q1 2022 increasing to $370.1 million compared to $60.6 million for the same period in 2021; from an increase of $1.71 per Unit;

  • Total unencumbered assets(1) increased from $5.9 billion at March 31, 2021 to $8.4 billion at quarter end; and

  • Continued advancement of non-retail pipeline of 283 projects representing approximately 59 million square feet across the network (41 million square feet at the Trust’s share).

TORONTO, May 11, 2022 (GLOBE NEWSWIRE) -- SmartCentres Real Estate Investment Trust (“SmartCentres”, the “Trust” or the “REIT”) (TSX: SRU.UN) is pleased to report its financial and operating results for the quarter ended March 31, 2022.

“We ended the 1st quarter with solid performances from all aspects of the business. Operational resilience was demonstrated by solid leasing momentum for both existing and new retail tenants. This is expected to result in occupancy levels further improving over the balance of the year. Our in-place occupancy level was marginally lower than year-end specifically as a result of the previously announced closure of one tenant, Home Outfitters. Of the four locations in our portfolio, three of these locations are close to being leased, while we have active interest in the fourth location. It is reassuring to see a noticeable improvement in leasing activity across Canada. As a further reflection of the improving retail environment, cash collections continue to improve, exceeding 98% for the quarter; we expect these levels to return to pre-Covid levels over the remainder of the year. Our retail portfolio of primarily Walmart-anchored shopping centres is one of the pillars of our company and even during the most difficult days of Covid, has continued to provide us with the strength and stability to help support our pipeline of development projects.

In that regard, (through our residential banner, SmartLiving), our mixed-use intensification program continues to be a source of additional accretive growth, demonstrated by the presale activity at Artwalk and Park Place. Artwalk, 627 residential units in two 38 and 18 storey towers, will be built on a portion of lands previously occupied by Walmart at SmartVMC. Park Place, which includes approximately 1100 units in two stunning 56 and 48 storey towers, will be built on approximately two acres of the 53 acres of western lands at SmartVMC. The Trust recently purchased a 66.67% interest in these lands which represent the western portion of our SmartVMC City Centre. Initial presale interest in these projects has exceeded our expectations and we plan to commence construction of both projects later this year.

In addition, during the quarter, we experienced property value increments exceeding $270.0 million, mainly as a result of progress in the zoning and entitlements’ process on several strategic projects together with improved infrastructure and market conditions around them. These additional valuation increases have resulted in the Trust’s book value per Unit increasing by $1.71 to $36.03 as compared to last quarter. In addition, Adjusted FFO per Unit(1) increased by $0.03 or 6.1% to $0.52, and net income and comprehensive income per Unit increased by $1.71 to $2.06, as compared to the same quarter in the prior year,” said Mitchell Goldhar, Executive Chairman and CEO of SmartCentres REIT.

“At SmartVMC, currently our highest profile development initiative, but just one of many master-planned projects, we have thus far closed on 1,741 units in the first three Transit City condominium phases, resulting in $0.37 in FFO per Unit(1) and $0.38 in net income and comprehensive income per Unit. In addition, construction is progressing well, and we expect to be completed early next year on the 1,026 units in our sold-out Transit City 4 and 5 towers and the 454-unit Millway rental complex. Excitement around SmartVMC continues as the 120,000 square foot YMCA recently opened to the public and the 22 townhomes that represent the final part of Phases 1&2 are expected to close in the second quarter. We intend to develop approximately 20.0 million square feet of mixed-use space at SmartVMC alone, on which we are also planning a 9-acre park which, over time, will become the focal point of this landmark city centre development.”

(1)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

Key Business Development, Financial and Operational Highlights for the Three Months Ended March 31, 2022

Mixed-Use Development and Intensification at SmartVMC

  • The construction of the world-class YMCA at SmartVMC is complete and the facility opened in April 2022.

  • Park Place condo pre-development is underway on the 53.0-acre SmartVMC West lands strategically acquired in December 2021. This development is expected to be launched in mid-2022 and council approval is expected to be finalized in June 2022. The Trust’s two-thirds interest in the SmartVMC West lands more than doubles the Trust’s holdings in the 105-acre SmartVMC city centre development.

  • Construction continues on the 100% pre-sold Transit City 4 (45 storeys) and 5 (50 storeys) condo towers, representing 1,026 residential units. Good progress is being made above grade with concrete and formwork complete up to the mechanical penthouse for Transit City 4 and level 44 for Transit City 5.

  • Construction of the purpose-built rental project, The Millway (36 storeys), continues at SmartVMC, with concrete and formwork up to level 33.

  • As part of Transit City 1 and 2 projects, construction of the 22 townhomes, all of which are pre-sold, is almost complete and delivery is expected in Q2 2022.

  • ArtWalk condominium sales of 320 units in Phase 1 substantially sold out with construction expected to begin in 2022.

Other Business Development

  • Leasing continues on the completed first phase of the two-phase, purpose-built residential rental project in Laval, Quebec, with more than 92% of the 171 units leased. Construction of the next phase commenced in October 2021, with a target completion date of Q1 2023.

  • Occupancy will start in July 2022 for the two purpose-built residential rental towers (238 units) in Mascouche, Quebec, which are under construction with joint venture partner Cogir. More than 100 units have been pre-leased and lease-up pace is in line with expectations.

  • The Trust completed the construction of its fifth self-storage facility with the opening of its Scarborough East facility in Q4 2021. All of the five developed and operating self-storage facilities (Toronto (Leaside), Vaughan NW, Brampton, Oshawa South and Scarborough East) have been very well-received by their local communities, with current occupancy levels ahead of expectations.

  • Two self-storage facilities in Brampton (Kingspoint) and Aurora are currently under construction. Both facilities are expected to be completed in 2022. Additional self-storage facilities have been approved by the Board of Trustees and the Trust is in the process of obtaining municipal approvals in Whitby, Markham, Stoney Creek and two locations in Toronto (Gilbert Ave. and Jane St.).

  • Construction commenced for a new retirement residence and a seniors’ apartment project, totalling 402 units, in 2021 with joint venture partner Groupe Sélection at the Trust's Laurentian Place in Ottawa, with completion expected in 2023.

  • The Trust will be commencing the redevelopment of a portion of its 73-acre Cambridge retail property (which is subject to a leasehold interest with Penguin) which now allows various forms of residential, retail, office, institutional, and commercial uses providing for the creation of a vibrant urban community with the potential for over 12.0 million square feet of development.

Financial

  • Net income and comprehensive income(1) was $370.1 million as compared to $60.6 million for the same period in 2021, representing an increase of $309.5 million. This increase was primarily attributed to: i) $276.7 million increase in fair value adjustments on revaluation of investment properties, ii) $29.1 million increase in fair value adjustment on financial instruments, iii) $4.9 million increase in Net Operating Income (“NOI”)(2), and iv) $2.4 million decrease in interest expense, and was partially offset by i) $2.7 million increase in supplemental costs, and ii) $0.7 million decrease in interest income.

  • Key debt metrics include Debt to Aggregate Assets(2)(3) of 42.5%, Interest Coverage Ratio multiple(2) of 3.5X(2), and Adjusted Debt to Adjusted EBITDA multiple(2)(3) of 9.4X. (December 31, 2021 – Debt to Aggregate Assets(2)(3) of 42.9%, Interest Coverage Ratio multiple(2) of 3.4X(2), and Adjusted Debt to Adjusted EBITDA multiple(2)(3) of 9.2X.)

  • The Trust improved its unsecured/secured debt ratio(2) to 75%/25% (December 31, 2021 – 71%/29%).

  • The Trust continues to add to its unencumbered pool of high-quality assets. As at March 31, 2022, this unencumbered portfolio consisted of investment properties valued at $8.4 billion (March 31, 2021 – $5.9 billion).

  • FFO(2) increased by $8.0 million or 9.4% to $92.2 million as compared to the same period in 2021, primarily due to $4.9 million increase in NOI, $1.9 million net decrease in interest expense, $1.1 million increase in gain on Total Return Swap (“TRS”), $0.5 million decrease in G&A expenses (net), and $0.3 million increase in FFO add back for salaries and related costs attributed to leasing activities, partially offset by $0.7 million decrease in interest income.

  • Net income and comprehensive income per Unit(1) increased by $1.71 to $2.06 as compared to the same period in 2021, primarily due to the reasons noted above that pertain to net income and comprehensive income.

  • FFO per Unit(2) increased by $0.02 or 4.1% to $0.51 as compared to the same period in 2021 primarily due to the reasons noted above.

  • For the three months ended March 31, 2022, FFO with adjustments(2) increased by $8.6 million or 10.2% to $93.2 million as compared to the same period in 2021. FFO per Unit with adjustments(2) increased by $0.03 or 6.1% to $0.52 as compared to the same period in 2021. Excluding SmartVMC West LP Class D Units, FFO per Unit with adjustments increased by $0.05 or 10.2% to $0.54 as compared to the same period in 2021.

  • Cash flows provided by operating activities(1) increased by $23.3 million or 29.4% to $102.8 million as compared to the same period in 2021. Cash flows provided by operating activities(1) exceeded distributions declared by $20.5 million (three months ended March 31, 2021 – shortfall of $0.2 million).

  • The Payout Ratio relating to cash flows provided by operating activities for the rolling 12 months ended March 31, 2022 was 81.4%, as compared to 107.5% for the same period in 2021.

  • For the three months ended March 31, 2022, ACFO(2) of $85.2 million remained unchanged as compared to the same period in 2021.

  • The Payout Ratio to ACFO(2) for the three months ended March 31, 2022 increased by 3.2% to 96.7% as compared to the same period in 2021, which was primarily due to the items previously identified. Excluding SmartVMC West LP Class D distributions, the Payout Ratio to ACFO(2) for the three months ended March 31, 2022 increased by 0.4% to 93.9% as compared to the same period in 2021.

  • For the three months ended March 31, 2022, ACFO(2) exceeded distributions declared by $2.8 million (three months ended March 31, 2021 – $5.5 million).

  • The Payout Ratio to ACFO(2) for the rolling 12 months ended March 31, 2022 was 91.0%, as compared to 92.1% for the same period in 2021. Excluding SmartVMC West LP Class D distributions, the Payout Ratio to ACFO(2) for the rolling 12 months ended March 31, 2022 was 90.4%, as compared to 92.1% for the same period in 2021.

Operational

  • Rentals from investment properties and other(1) was $202.5 million, as compared to $198.8 million for the same period in 2021, representing an increase of $3.7 million or 1.9%.

  • In-place and committed occupancy rates were 97.0% and 97.2%, respectively, as at March 31, 2022 (December 31, 2021 – 97.4% and 97.6%, respectively).

  • Same Properties NOI inclusive of ECL(2) increased by $2.8 million or 2.3% as compared to the same period in 2021. Same Properties NOI excluding ECL(2) decreased by $0.6 million or 0.5% as compared to the same period in 2021.

(1)

Represents a GAAP measure.

(2)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(3)

Net of cash-on-hand of $60.0 million as at March 31, 2022 for the purposes of calculating the applicable ratios.

Selected Consolidated Operational, Mixed-Use Development and Financial Information
Key consolidated operational, mixed-use development and financial information shown in the table below includes the Trust’s proportionate share of equity accounted investments:

(in thousands of dollars, except per Unit and other non-financial data)

March 31, 2022

December 31, 2021

March 31, 2021

Portfolio Information

Total number of properties with an ownership interest

174

174

168

Leasing and Operational Information

Gross leasable area including retail and office space (in thousands of sq. ft.)

34,664

34,119

34,037

Occupied area including retail and office space (in thousands of sq. ft.)

33,616

33,219

32,999

Vacant area including retail and office space (in thousands of sq. ft.)

1,047

900

1,038

In-place occupancy rate (%)

97.0

97.4

97.0

Committed occupancy rate (%)

97.2

97.6

97.3

Average lease term to maturity (in years)

4.4

4.4

4.6

Net retail rental rate (per occupied sq. ft.) ($)

15.49

15.44

15.40

Net retail rental rate excluding Anchors (per occupied sq. ft.) ($)

22.17

22.07

22.00

Mixed-Use Development Information

Trust’s share of future development area (in thousands of sq. ft.)

40,600

40,600

32,500

Trust’s share of estimated costs of future projects currently under construction, or for which construction is expected to commence within the next five years (in millions of dollars)

9,800

9,800

7,900

Total number of residential rental projects

104

104

96

Total number of seniors’ housing projects

27

27

40

Total number of self-storage projects

36

36

50

Total number of office building projects

8

8

7

Total number of hotel projects

3

3

4

Total number of condominium developments

95

95

72

Total number of townhome developments

10

10

15

Total number of future projects currently in development planning stage

283

283

284

Financial Information

Total assets – GAAP(1)

11,721,953

11,293,248

10,321,117

Total assets – non-GAAP(2)(3)

11,985,236

11,494,377

10,525,295

Investment properties – GAAP(1)

10,244,143

9,847,078

8,856,167

Investment properties – non-GAAP(2)(3)

11,113,685

10,684,529

9,434,999

Total unencumbered assets(2)

8,364,500

6,640,600

5,910,900

Debt – GAAP(1)

4,951,171

4,854,527

4,810,106

Debt – non-GAAP(2)(3)

5,124,045

4,983,078

4,924,116

Debt to Aggregate Assets (%)(2)(3)(4)

42.5

42.9

44.7

Debt to Gross Book Value (%)(2)(3)(4)

51.3

50.8

50.2

Unsecured to Secured Debt Ratio(2)(3)(4)

75%/25%

71%/29%

69%/31%

Unencumbered assets to unsecured debt(2)(3)(4)

2.2X

1.9X

1.9X

Weighted average interest rate (%)(2)(3)

3.09

3.11

3.26

Weighted average term of debt (in years)

4.7

4.8

5.1

Interest coverage ratio(2)(3)(4)

3.5X

3.4X

3.2X

Adjusted Debt to Adjusted EBITDA (net of cash)(2)(3)(4)

9.4X

9.2X

8.6X

Equity (book value)(1)

6,133,130

5,841,315

5,149,986

Weighted average number of units outstanding – diluted

179,590,588

173,748,819

173,417,020


(1)

Represents a GAAP measure.

(2)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(3)

Includes the Trust’s proportionate share of equity accounted investments.

(4)

As at March 31, 2022, cash-on-hand of $60.0 million was excluded for the purposes of calculating the applicable ratios (December 31, 2021 – $80.0 million, March 31, 2021 – $397.7 million).

Quarterly Comparison to Prior Year
The following table presents key financial, per Unit, and payout ratio information for the three months ended March 31, 2022 and March 31, 2021:

(in thousands of dollars, except per Unit information)

March 31, 2022

March 31, 2021

Variance

(A)

(B)

(A–B)

Financial Information

Rentals from investment properties and other(1)

202,523

198,838

3,685

Net base rent(1)

125,274

121,330

3,944

Total recoveries(1)

72,386

71,782

604

Miscellaneous revenue(1)

2,315

2,841

(526

)

Service and other revenues(1)

2,548

2,885

(337

)

Net income and comprehensive income(1)

370,110

60,559

309,551

Net income and comprehensive income excluding fair value adjustments(2)(3)

80,337

76,553

3,784

Cash flows provided by operating activities(1)

102,819

79,485

23,334

Net rental income and other(1)

120,414

116,137

4,277

NOI(2)

123,868

118,981

4,887

Change in net rental income and other(2)

3.7

%

(6.2

)

%

9.9

%

Change in SPNOI(2)

2.3

%

(4.8

)

%

7.1

%

Change in SPNOI excluding ECL(2)

(0.5

)

%

(3.7

)

%

3.2

%

FFO(2)(3)(4)(5)

92,235

84,275

7,960

FFO with adjustments(2)(3)(4)

93,150

84,511

8,639

FFO with adjustments and Transactional FFO(2)(3)(4)

93,150

86,098

7,052

ACFO(2)(3)(4)(5)

85,154

85,153

1

ACFO with adjustments(2)(3)(4)

86,069

85,389

680

Distributions declared

82,339

79,660

2,679

Surplus (shortfall) of cash provided by operating activities over distributions declared(2)

20,480

(175

)

20,655

Surplus of ACFO over distributions declared(2)

2,815

5,493

(2,678

)

Units outstanding(6)

178,122,655

172,267,483

5,855,172

Weighted average – basic

178,108,771

172,237,982

5,870,789

Weighted average – diluted(7)

179,590,588

173,417,020

6,173,568

Per Unit Information (Basic/Diluted)

Net income and comprehensive income(1)

$2.08/$2.06

$0.35/$0.35

$1.73/$1.71

Net income and comprehensive income excluding fair value adjustments(2)(3)

$0.45/$0.45

$0.44/$0.44

$0.01/$0.01

FFO(2)(3)(4)(5)

$0.52/$0.51

$0.49/$0.49

$0.03/$0.02

FFO with adjustments(2)(3)(4)

$0.52/$0.52

$0.49/$0.49

$0.03/$0.03

FFO with adjustments and Transactional FFO(2)(3)(4)

$0.52/$0.52

$0.50/$0.50

$0.02/$0.02

FFO with adjustments excluding impact of SmartVMC West LP Class D units(2)(3)(4)

$0.54/$0.54

$0.49/$0.49

$0.05/$0.05

Distributions declared

$0.463

$0.463

$—

Payout Ratio Information

Payout Ratio to cash flows provided by operating activities

80.1

%

100.2

%

(20.1

)

%

Payout Ratio to ACFO(2)(3)(4)(5)

96.7

%

93.5

%

3.2

%

Payout Ratio to ACFO with adjustments(2)(3)(4)

95.7

%

93.3

%

2.4

%

Payout Ratio to ACFO with adjustments excluding SmartVMC West LP Class D distribution(2)(3)(4)

92.9

%

93.3

%

(0.4

)

%


(1)

Represents a GAAP measure.

(2)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(3)

Includes the Trust’s proportionate share of equity accounted investments.

(4)

See “Other Measures of Performance” in the Trust’s MD&A for a reconciliation of these measures to the nearest consolidated financial statement measure.

(5)

The calculation of the Trust’s FFO and ACFO and related payout ratios, including comparative amounts, are financial metrics that were determined based on the REALpac White Paper on FFO issued in January 2022 and REALpac White Paper on ACFO issued in February 2019, respectively. Comparison with other reporting issuers may not be appropriate. The payout ratio to FFO and the payout ratio to ACFO are calculated as declared distributions divided by FFO and ACFO, respectively.

(6)

Total Units outstanding include Trust Units and LP Units, including Units classified as liabilities. LP Units classified as equity in the consolidated financial statements are presented as non-controlling interests.

(7)

The diluted weighted average includes the vested portion of the deferred units issued pursuant to the deferred unit plan.

Operational Highlights

For the three months ended March 31, 2022, net income and comprehensive income (as noted in the table above) increased by $309.5 million as compared to the same period in 2021. This increase was primarily attributed to the following:

  • $276.7 million increase in fair value adjustments on revaluation of investment properties, of which: i) $237.7 million relates to the fair value adjustment associated with certain properties under development, and ii) $39.0 million relates to the revaluation of investment properties, principally driven by leasing assumption updates (see details in the “Investment Property” section in the Trust’s MD&A);

  • $29.1 million increase in fair value adjustment on financial instruments primarily due to i) $22.2 million increase in fair value of interest rate swap agreements, ii) $2.9 million lower fair value loss on Units classified as liabilities, iii) $2.9 million lower fair value loss relating to unit based incentive programs, and iv) $1.1 million higher fair value gain of TRS;

  • $4.9 million increase in NOI (see further details in the “Net Operating Income” subsection, including impact of ECL, in the Trust’s MD&A);

  • $1.9 million decrease in interest expense (see further details in the “Interest Income and Interest Expense” subsection in the Trust’s MD&A); and

  • $0.5 million decrease in general and administrative expenses (net) (see further details in the “General and Administrative Expense” section in the Trust’s MD&A);

Partially offset by the following:

  • $2.7 million increase in supplemental costs; and

  • $0.7 million decrease in interest income.

FFO Highlights

For the three months ended March 31, 2022, FFO increased by $8.0 million or 9.4% to $92.2 million. This increase was primarily attributed to:

  • $4.9 million increase in NOI (see details in the “Net Operating Income” subsection, including impact of ECL, in the Trust’s MD&A);

  • $1.9 million net decrease in interest expense (see details in the “Interest Income and Interest Expense” subsection in the Trust’s MD&A);

  • $1.1 million increase in gain on TRS;

  • $0.5 million decrease in net general and administrative expense (see details in the “General and Administrative Expense” section in the Trust’s MD&A); and

  • $0.3 million increase in FFO add back for salaries and related costs attributed to leasing activities;

Partially offset by:

  • $0.7 million decrease in interest income.

For the three months ended March 31, 2022, FFO with adjustments increased by $8.6 million or 10.2% to $93.2 million as compared to the same period in 2021.

ACFO Highlights

For the three months ended March 31, 2022, ACFO was $85.2 million as further described in “Results of Operations” section in the Trust’s MD&A.

Development and Intensification Summary

The following table summarizes the 283 identified mixed-use, recurring rental income and development income initiatives, which are included in the Trust’s large development pipeline:

Underway

Active

Future

Description

(Construction underway or expected to commence within next 2 years)

(Construction expected to commence within next 3–5 years)

(Construction expected to commence after 5 years)

Total

Number of projects in which the Trust has an ownership interest

Residential Rental

21

23

60

104

Seniors’ Housing

4

9

14

27

Self-storage

11

8

17

36

Office Buildings

1

7

8

Hotels

3

3

Subtotal – Recurring rental income initiatives

36

41

101

178

Condominium developments

26

22

47

95

Townhome developments

3

2

5

10

Subtotal – Development income initiatives

29

24

52

105

Total

65

65

153

283

Trust’s share of project area (in thousands of sq. ft.)

Recurring rental income initiatives

4,000

4,500

12,000

20,500

Development income initiatives

6,500

3,600

10,000

20,100

Total Trust’s share of project area (in thousands of sq. ft.)

10,500

8,100

22,000

40,600

Trust’s share of such estimated costs (in millions of dollars)

5,500

4,300

(1)

9,800


(1)

The Trust has not fully determined the costs attributable to future projects expected to commence after five years and as such they are not included in this table.

As noted in the table above, the Trust is currently working on initiatives for the development of many properties, for which final municipal approvals have been obtained or are being actively pursued, including:

  1. the development of up to 5.3 million square feet of predominately residential space, in various forms, at Highway 400 & Highway 7, in Vaughan, Ontario, with a rezoning application submitted in December 2019 and a site plan application for the first four residential buildings totalling 1,742 units submitted in October 2020. Currently working with the City of Vaughan on advancement of Weston & 7 Secondary Plan;

  2. the development of up to 5.0 million square feet of predominately residential space, in various forms over the long term, in Pickering, Ontario, with the site plan application for a two-tower mixed-use phase, approximating 650,000 square feet, submitted in April 2020. Council Report for approval of Phase 1 expected Q2 2022;

  3. the development of up to 5.5 million square feet of predominately residential space, in various forms, at Oakville North in Oakville, Ontario, with the rezoning application for an initial two-tower 585-unit residential phase submitted in April 2021;

  4. the development of up to 2.55 million square feet of predominately residential space, in various forms, at the Westside Mall in Toronto, Ontario, with an application for the first 35-storey mixed-use tower submitted in Q1 2021;

  5. the development of up to 1.5 million square feet of residential space in various forms on the Trust’s undeveloped lands at the Vaughan NW property in Vaughan, Ontario. Ninety-nine townhomes out of 174 Draft Plan Approved townhomes have been sold. Applications have also been submitted for a seniors’ apartment building and separate retirement residence to be developed in partnership with Revera, along with three residential buildings;

  6. the development of up to 1.5 million square feet of residential space, in various forms, in Pointe-Claire, Quebec, with the first phase, a two-tower rental project, being actively pursued;

  7. the development of up to 200,000 square feet of residential townhomes at Oakville South in Oakville, Ontario, with a third-party homebuilder;

  8. the intensification of the Toronto StudioCentre (“StudioCentre”) in Toronto, Ontario (zoning allows for up to 1.2 million square feet);

  9. the development of four high-rise purpose-built residential rental buildings comprising approximately 1,700 units with Greenwin, in Barrie, Ontario, for which a zoning application was approved by Barrie City Council in January 2021 with the site plan approved for Phase 1 by Barrie City Council in Q1 2022. An application for a building permit was submitted in July 2021. Environmental Risk Assessment received for the entire site in September 2021 and the application of Certificate of Property Use was submitted in February 2022;

  10. the development of a 35-storey high-rise purpose-built residential rental tower containing 439 units, on Balliol Street in midtown Toronto, Ontario, with zoning and site plan applications submitted in September 2020. A second submission of these applications was made in July 2021. A third submission of these applications was made in March 2022;

  11. the development of up to 1,600 residential units, in various forms, in Mascouche, Quebec, with the first phase consisting of 238 units in two 10-storey rental towers approved by municipal council in August 2020. Construction began in April 2021, and opening is anticipated in July 2022. The construction of a second phase is expected to commence in Q1 2023;

  12. the development of residential density at the Trust’s shopping centre at 1900 Eglinton Avenue East in Scarborough with rezoning applications for the first two residential towers (38 and 40 storeys) submitted in January 2021. Site plan application for both buildings was submitted in December 2021;

  13. the development of up to 270,000 square feet of residential space in 138 townhomes at London Fox Hollow in London, Ontario, with site plan approval obtained in Q1 2022. All zoning approval for the project was completed in Q4 2021;

  14. the development of the first phase, 46-unit rental building, which is part of a multi-phase master plan in Alliston, Ontario, with a rezoning application approved by Council in December 2020 and a site plan application submitted in May 2020. The site plan application was resubmitted in March 2021 and again in July 2021 with approvals expected in Q3 2022. The building permit application was submitted in October 2021;

  15. besides the seven self-storage projects completed or under construction, there are five additional self-storage facilities in Ontario with the Trust’s partner, SmartStop, in Markham, Stoney Creek, Toronto (2) and Whitby, with zoning and/or site plan approval obtained or applications well underway. Project agreements for another five locations are being finalized;

  16. the Q4 2020 acquisition of an additional 33.33% interest (new ownership structure of 66.66% held by the Trust and 33.33% held by Penguin) in 50 acres of adjacent land to the Trust’s Premium Outlets Montreal in Mirabel, Quebec, for the ultimate development of residential density of up to 4,500 units. Site plan applications for the first phase rental building with 168 units expected to be submitted in Q2 2022. Master plan of development is subject to approval;

  17. the development of a new residential block consisting of a 155-unit condo building in Phase 1 and approximately 345 rental units in Phases 2 and 3 at Laval Centre in Quebec. Application for architecture approval was submitted for the Phase 1 condo and another 155 units in the Phase 2 rental building in Q4 2021 and approval is expected in Q2 2022;

  18. the Trust has commenced the redevelopment of a portion of its 73-acre Cambridge retail property (which is subject to a leasehold interest with Penguin) which now allows various forms of residential, retail, office, institutional and commercial uses providing for the creation of a vibrant urban community with the potential for over 12.0 million square feet of development;

  19. the development of a retirement living residence at the Trust’s shopping centre at Bayview and Major Mackenzie in Richmond Hill, Ontario, with a rezoning application for a 9-storey retirement residences building submitted in Q1 2021 and a site plan application submitted in Q4 2021, to be developed in partnership with the existing partner and Revera;

  20. the development of 1.5 million square feet of residential density adjacent to the new South Keys light rail train station at the Trust’s Ottawa South Keys centre, consistent with current zoning permissions. Site plan application for the first phase rental complex with 446 units was deemed complete in Q4 2021 and work is ongoing on a second submission to respond to agency comments on the application;

  21. the development of up to 720,000 square feet of predominately residential space on Yonge St. in Aurora, Ontario, with rezoning applications for the entire site and site plan submitted for Phase 1 for 498,000 square feet in July 2021;

  22. the Q4 2020 acquisition of a 50% interest in a property in downtown Markham for the development of a 243,000 square foot retirement residence with Revera. The rezoning application was submitted in December 2020; and

  23. the development of approximately 850,000 square feet of residential density on the Trust’s Parkway Plaza Centre in Stoney Creek, Ontario, with an application for a Phase 1 development for a two-tower (20 and 15 storeys), 433,000 square foot, 520-unit condo project submitted in Q4 2021.

Proportionately Consolidated Balance Sheets (including the Trust’s interests in equity accounted investments)
The following table presents the proportionately consolidated balance sheets, which includes a reconciliation of the Trust’s proportionate share of equity accounted investments:

(in thousands of dollars)

March 31, 2022

December 31, 2021

GAAP Basis

Proportionate Share Reconciliation

Total Proportionate Share(1)

GAAP Basis

Proportionate Share Reconciliation

Total Proportionate Share(1)

Assets

Non-current assets

Investment properties

10,244,143

869,542

11,113,685

9,847,078

837,451

10,684,529

Equity accounted investments

643,633

(643,633

)

654,442

(654,442

)

Mortgages, loans and notes receivable

348,337

(82,951

)

265,386

345,089

(69,576

)

275,513

Other financial assets

114,530

114,530

97,148

97,148

Other assets

82,411

7,178

89,589

80,940

7,465

88,405

Intangible assets

44,806

44,806

45,139

45,139

11,477,860

150,136

11,627,996

11,069,836

120,898

11,190,734

Current assets

Residential development inventory

28,325

76,138

104,463

27,399

67,828

95,227

Current portion of mortgages, loans and notes receivable

87,250

87,250

71,947

71,947

Amounts receivable and other

49,872

625

50,497

49,542

(8,637

)

40,905

Prepaid expenses, deposits and deferred financing costs

25,038

13,504

38,542

12,289

13,118

25,407

Cash and cash equivalents

53,608

22,880

76,488

62,235

7,922

70,157

244,093

113,147

357,240

223,412

80,231

303,643

Total assets

11,721,953

263,283

11,985,236

11,293,248

201,129

11,494,377

Liabilities

Non-current liabilities

Debt

4,777,675

160,545

4,938,220

4,176,121

93,465

4,269,586

Other financial liabilities

331,316

331,316

326,085

326,085

Other payables

17,907

17,907

18,243

18,243

5,126,898

160,545

5,287,443

4,520,449

93,465

4,613,914

Current liabilities

Current portion of debt

173,496

12,329

185,825

678,406

35,086

713,492

Accounts payable and current portion of other payables

288,429

90,409

378,838

253,078

72,578

325,656

461,925

102,738

564,663

931,484

107,664

1,039,148

Total liabilities

5,588,823

263,283

5,852,106

5,451,933

201,129

5,653,062

Equity

Trust Unit equity

5,111,274

5,111,274

4,877,961

4,877,961

Non-controlling interests

1,021,856

1,021,856

963,354

963,354

6,133,130

6,133,130

5,841,315

5,841,315

Total liabilities and equity

11,721,953

263,283

11,985,236

11,293,248

201,129

11,494,377


(1)

This column contains non-GAAP measures because it includes figures that are recorded in equity accounted investments. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

Proportionately Consolidated Statements of Income and Comprehensive Income (including the Trust’s Interests in Equity Accounted Investments)
The following table presents the proportionately consolidated statements of income and comprehensive income, which include a reconciliation of the Trust’s proportionate share of equity accounted investments:

(in thousands of dollars)

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

GAAP Basis

Proportionate Share Reconciliation

Total Proportionate Share(1)

GAAP Basis

Proportionate Share Reconciliation

Total Proportionate Share(1)

Variance

Net rental income and other

Rentals from investment properties and other

202,523

6,492

209,015

198,838

5,031

203,869

5,146

Property operating costs and other

(82,109

)

(3,013

)

(85,122

)

(82,701

)

(2,253

)

(84,954

)

(168

)

120,414

3,479

123,893

116,137

2,778

118,915

4,978

Condominium sales revenue and other(2)

6

6

165

165

(159

)

Condominium cost of sales and other

(31

)

(31

)

(99

)

(99

)

68

(25

)

(25

)

66

66

(91

)

Net rental income and other

120,414

3,454

123,868

116,137

2,844

118,981

4,887

Other income and expenses

General and administrative expense, net

(6,867

)

(122

)

(6,989

)

(7,480

)

(7,480

)

491

Earnings from equity accounted investments

(574

)

574

15,318

(15,318

)

Earnings from other(3)

305

(305

)

Fair value adjustment on revaluation of investment properties

271,345

446

271,791

(18,759

)

13,833

(4,926

)

276,717

Gain on sale of investment properties

(122

)

(122

)

10

10

(132

)

Interest expense

(35,333

)

(1,391

)

(36,724

)

(37,201

)

(1,380

)

(38,581

)

1,857

Interest income

2,960

8

2,968

3,602

22

3,624

(656

)

Supplemental costs

(2,664

)

(2,664

)

(1

)

(1

)

(2,663

)

Fair value adjustment on financial instruments

17,982

17,982

(11,068

)

(11,068

)

29,050

Net income and comprehensive income

370,110

370,110

60,559

60,559

309,551


(1)

This column contains non-GAAP measures because it includes figures that are recorded in equity accounted investments. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(2)

Includes additional partnership profit and other revenues.

(3)

Represents SmartVMC West’s operating results.

FFO, FFO with adjustments, and FFO with adjustments and Transactional FFO
The following table reconciles net income and comprehensive income to FFO, FFO with adjustments, and FFO with adjustments and Transactional FFO:

(in thousands of dollars, except per Unit amounts)

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Variance ($)

Variance (%)

Net income and comprehensive income

370,110

60,559

309,551

N/R(7)

Add (deduct):

Fair value adjustment on revaluation of investment properties(1)

(271,345

)

18,759

(290,104

)

N/R(7)

Fair value adjustment on financial instruments(2)

(17,982

)

11,068

(29,050

)

N/R(7)

Gain on derivative – TRS

1,605

513

1,092

N/R(7)

Gain on sale of investment properties

122

(254

)

376

N/R(7)

Amortization of intangible assets

333

333

Amortization of tenant improvement allowance and other

1,659

2,321

(662

)

(28.5

)

Distributions on Units classified as liabilities and vested deferred units recorded as interest expense

1,721

1,500

221

14.7

Salaries and related costs attributed to leasing activities(3)

1,826

1,503

323

21.5

Adjustments relating to equity accounted investments:

Rental revenue adjustment – tenant improvement amortization

95

99

(4

)

(4.0

)

Indirect interest with respect to the development portion(4)

1,873

1,706

167

9.8

Fair value adjustment on revaluation of investment properties

(446

)

(13,833

)

13,387

(96.8

)

Adjustment for supplemental costs

2,664

1

2,663

N/R(7)

FFO(5)

92,235

84,275

7,960

9.4

Adjustments:

Other adjustments(6)

915

236

679

N/R(7)

FFO with adjustments(5)

93,150

84,511

8,639

10.2

Transactional FFO – gain on sale of land to co-owners

1,587

(1,587

)

N/R(7)

FFO with adjustments and Transactional FFO(5)

93,150

86,098

7,052

8.2


(1)

Fair value adjustment on revaluation of investment properties is described in “Investment Properties” in the Trust’s MD&A.

(2)

Fair value adjustment on financial instruments comprises the following financial instruments: units classified as liabilities, Earnout options, DUP, EIP, LTIP, TRS, interest rate swap agreement(s), and loans receivable and Earnout options recorded in the same period in 2021. The significant assumptions made in determining the fair value and fair value adjustments for these financial instruments are more thoroughly described in the Trust’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022. For details please see discussion in “Results of Operations” in the Trust’s MD&A.

(3)

Salaries and related costs attributed to leasing activities of $1.8 million were incurred in the three months ended March 31, 2022 (three months ended March 31, 2021 – $1.5 million) and were eligible to be added back to FFO based on the definition of FFO, in the REALpac White Paper published in January 2022, which provided for an adjustment to incremental leasing expenses for the cost of salaried staff. This adjustment to FFO results in more comparability between Canadian publicly traded real estate entities that expensed their internal leasing departments and those that capitalized external leasing expenses.

(4)

Indirect interest is not capitalized to properties under development and residential development inventory of equity accounted investments under IFRS but is a permitted adjustment under REALpac’s definition of FFO. The amount is based on the total cost incurred with respect to the development portion of equity accounted investments multiplied by the Trust’s weighted average cost of debt.

(5)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(6)

Represents adjustments relating to $0.9 million of costs associated with COVID-19 vaccination centres (three months ended March 31, 2021 – $0.2 million).

(7)

N/R – Not representative.

Net Operating Income
The following tables summarize NOI, related ratios and recovery ratios, provide additional information, and reflect the Trust’s proportionate share of equity accounted investments, the sum of which represent a non-GAAP measure:

(in thousands of dollars)

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Trust portion excluding EAI

Equity Accounted Investments

Total Proportionate Share(1)

Trust portion excluding EAI

Equity Accounted Investments

Total Proportionate Share(1)

Variance(1)

(A)

(B)

(A–B)

Net base rent

125,274

4,080

129,354

121,330

3,044

124,374

4,980

Property tax and insurance recoveries

45,062

770

45,832

47,374

656

48,030

(2,198

)

Property operating cost recoveries

27,324

921

28,245

24,408

868

25,276

2,969

Miscellaneous revenue

2,315

721

3,036

2,841

463

3,304

(268

)

Rentals from investment properties

199,975

6,492

206,467

195,953

5,031

200,984

5,483

Service and other revenues

2,548

2,548

2,885

2,885

(337

)

Rentals from investment properties and other(2)

202,523

6,492

209,015

198,838

5,031

203,869

5,146

Recoverable tax and insurance costs

(47,093

)

(783

)

(47,876

)

(49,356

)

(653

)

(50,009

)

2,133

Recoverable CAM costs

(29,993

)

(950

)

(30,943

)

(26,388

)

(807

)

(27,195

)

(3,748

)

Property management fees and costs

(1,058

)

(210

)

(1,268

)

(289

)

(143

)

(432

)

(836

)

Non-recoverable operating costs

(2,504

)

(1,019

)

(3,523

)

(1,474

)

(652

)

(2,126

)

(1,397

)

ECL

1,113

(51

)

1,062

(2,309

)

2

(2,307

)

3,369

Property operating costs

(79,535

)

(3,013

)

(82,548

)

(79,816

)

(2,253

)

(82,069

)

(479

)

Other expenses

(2,574

)

(2,574

)

(2,885

)

(2,885

)

311

Property operating costs and other(2)

(82,109

)

(3,013

)

(85,122

)

(82,701

)

(2,253

)

(84,954

)

(168

)

Net rental income and other

120,414

3,479

123,893

116,137

2,778

118,915

4,978

Condominium sales revenue

6

6

165

165

(159

)

Condominium cost of sales

(31

)

(31

)

(99

)

(99

)

68

Net profit on condominium sales

(25

)

(25

)

66

66

(91

)

NOI(3)

120,414

3,454

123,868

116,137

2,844

118,981

4,887

Net rental income and other as a percentage of net base rent (%)

96.1

85.3

95.8

95.7

91.3

95.6

0.2

Net rental income and other as a percentage of rentals from investment properties (%)

60.2

53.6

60.0

59.3

55.2

59.2

0.8

Net rental income and other as a percentage of rentals from investment properties and other (%)

59.5

53.6

59.3

58.4

55.2

58.3

1.0

Recovery Ratio (including prior year adjustments) (%)

93.9

97.6

94.0

94.8

104.4

95.0

(1.0

)

Recovery Ratio (excluding prior year adjustments) (%)

93.8

95.4

93.9

95.1

104.8

95.3

(1.4

)


(1)

This column contains non-GAAP measures because it includes figures that are recorded in equity accounted investments – that are not explicitly disclosed and/or presented in the unaudited interim condensed consolidated financial statements for the three months ended March 31, 2022 and March 31, 2021. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(2)

As reflected under the column 'Trust portion excluding EAI' in the table above, this amount represents a GAAP measure.

(3)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

Same Properties NOI
NOI (a non-GAAP financial measure) from continuing operations represents: i) rentals from investment properties and other revenues less property operating costs and other expenses, and ii) net profit from condominium sales. Disclosing the NOI contribution from each of same properties, acquisitions, dispositions, Earnouts and Development activities highlights the impact each component has on aggregate NOI. Straight-line rent, lease terminations and other adjustments, and amortization of tenant incentives have been excluded from Same Properties NOI, as have NOI from acquisitions, dispositions, Earnouts and Development activities, and ECL. This has been done in order to more directly highlight the impact of changes in occupancy, rent uplift and productivity.

Three Months Ended

Three Months Ended

(in thousands of dollars)

March 31, 2022

March 31, 2021

Variance ($)

Variance (%)

Net rental income

120,440

116,137

4,303

3.7

Service and other revenues

2,548

2,885

(337

)

(11.7

)

Other expenses

(2,574

)

(2,885

)

311

10.8

NOI(1)

120,414

116,137

4,277

3.7

NOI from equity accounted investments(1)

3,454

2,844

610

21.4

Total portfolio NOI before adjustments(1)

123,868

118,981

4,887

4.1

Adjustments:

Royalties

235

201

34

16.9

Straight-line rent

(77

)

464

(541

)

N/R(2)

Lease termination and other adjustments

(242

)

(445

)

203

(45.6

)

Net profit on condominium sales

25

(66

)

91

N/R(2)

Amortization of tenant incentives

1,835

2,474

(639

)

(25.8

)

Total portfolio NOI after adjustments(1)

125,644

121,609

4,035

3.3

NOI sourced from:

Acquisitions

(1,078

)

60

(1,138

)

N/R(2)

Dispositions

5

(570

)

575

(100.9

)

Earnouts and Developments

(782

)

(68

)

(714

)

N/R(2)

Same Properties NOI(1)

123,789

121,031

2,758

2.3

Add back: Bad debt expense/ECL

(1,045

)

2,336

(3,381

)

N/R(2)

Same Properties NOI excluding ECL(1)

122,744

123,367

(623

)

(0.5

)


(1)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(2)

N/R – Not representative.

Adjusted EBITDA
The following table presents a reconciliation of net income and comprehensive income to Adjusted EBITDA:

Rolling 12 Months Ended

(in thousands of dollars)

March 31, 2022

March 31, 2021

Variance ($)

Net income and comprehensive income

1,297,224

86,302

1,210,922

Add (deduct) the following items:

Interest expense

148,124

155,761

(7,637

)

Interest income

(11,699

)

(15,565

)

3,866

Yield maintenance costs

11,954

(11,954

)

Amortization of equipment and intangible assets

3,769

4,125

(356

)

Amortization of tenant improvements

7,223

8,033

(810

)

Fair value adjustments

(950,796

)

241,449

(1,192,245

)

Fair value adjustment on TRS

6,734

513

6,221

Adjustment for supplemental costs

5,281

1,634

3,647

Gain on sale of investment properties

106

(451

)

557

Gain on sale of land to co-owners (Transactional FFO)

336

2,332

(1,996

)

Acquisition-related costs

2,791

166

2,625

Adjusted EBITDA(1)

509,093

496,253

12,840

Adjusted EBITDA(1)

509,093

496,253

12,840

Less: Condominium closing profits

(20,315

)

(47,865

)

27,550

Add: Expected credit loss

421

32,956

(32,535

)

Adjusted EBITDA excluding condominium closing profits and ECL(1)

489,199

481,344

7,855


(1)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

ACFO and ACFO with adjustments
The following table reconciles cash flows provided by operating activities to ACFO and ACFO with adjustments:

(in thousands of dollars)

Three Months Ended March 31, 2022

Three Months Ended March 31, 2021

Variance ($)

Variance (%)

Cash flows provided by operating activities

102,819

79,485

23,334

29.4

Adjustments to working capital items that are not indicative of sustainable cash available for distribution(1)

(4,389

)

1,999

(6,388

)

N/R(2)

Distributions on Units classified as liabilities and vested deferred units recorded as interest expense

1,721

1,500

221

14.7

Expenditures on direct leasing costs and tenant incentives

2,439

1,061

1,378

N/R(2)

Expenditures on tenant incentives for properties under development

1,680

272

1,408

N/R(2)

Actual sustaining capital expenditures

(2,175

)

(1,361

)

(814

)

59.8

Actual sustaining leasing commissions

(510

)

(604

)

94

(15.6

)

Actual sustaining tenant improvements

(1,948

)

(457

)

(1,491

)

N/R(2)

Non-cash interest expense, net of other financing costs

(16,205

)

(1,593

)

(14,612

)

N/R(2)

Non-cash interest income

(839

)

722

(1,561

)

N/R(2)

Gain on sale of land to co-owners

1,587

(1,587

)

N/R(2)

Distributions from equity accounted investments

(426

)

(608

)

182

(29.9

)

Adjustments relating to equity accounted investments:

Cash flows from operating activities including working capital adjustments

1,122

1,551

(429

)

(27.7

)

Notional interest capitalization(3)

1,873

1,706

167

9.8

Actual sustaining capital and leasing expenditures

(93

)

(74

)

(19

)

25.7

Non-cash interest expense

85

(33

)

118

N/R(2)

ACFO(4)

85,154

85,153

1

0.0

Other adjustments(5)

915

236

679

N/R(2)

ACFO with adjustments(4)

86,069

85,389

680

0.8

ACFO(4)

85,154

85,153

1

0.0

Distributions declared

82,339

79,660

2,679

3.4

Surplus of ACFO over distributions declared

2,815

5,493

(2,678

)

(48.8

)

Payout Ratio Information:

Payout Ratio to ACFO(4)

96.7

%

93.5

%

N/A

3.2

%

Payout Ratio to ACFO with adjustments(4)

95.7

%

93.3

%

N/A

2.4

%

Payout Ratio to ACFO excluding SmartVMC West LP Class D distribution(4)(6)

93.9

%

93.5

%

N/A

0.4

%

Payout Ratio to ACFO with adjustments excluding SmartVMC West LP Class D distribution(4)(6)

92.9

%

93.3

%

N/A

(0.4

)%


(1)

Adjustments to working capital items include, but are not limited to, changes in prepaid expenses and deposits, accounts receivables, accounts payables and other working capital items that are not indicative of sustainable cash available for distribution.

(2)

N/R – Not representative.

(3)

See the “Indirect interest with respect to the development portion” as presented in the “FFO, FFO with adjustments, and FFO with adjustments and Transactional FFO” subsection above for more information.

(4)

Represents a non-GAAP measure. The Trust’s method of calculating non-GAAP measures may differ from other reporting issuers’ methods and, accordingly, may not be comparable. For additional information, please see “Non-GAAP Measures” in this Press Release.

(5)

Represents adjustments relating to $0.9 million of costs associated with COVID-19 vaccination centres (three months ended March 31, 2021 – $0.2 million).

(6)

For the three months ended March 31, 2022, excludes $2.7 million of distributions declared in connection with SmartVMC West LP Class D units (March 31, 2021 – $nil).

Non-GAAP Measures

The non-GAAP measures used in this Press Release, including but not limited FFO per Unit, Unencumbered Assets, NOI, Debt to Aggregate Assets, Interest Coverage Ratio, Adjusted Debt to Adjusted EBITDA, Unsecured/Secured Debt Ratio, FFO, FFO with adjustments, FFO per Unit with adjustments, Transactional FFO, ACFO, Payout Ratio to ACFO, Same Properties NOI, Investment properties – non-GAAP, Debt – non-GAAP, Debt to Gross Book Value, Unencumbered Assets to Unsecured Debt, Weighted Average Interest Rate, Total Proportionate Share, do not have any standardized meaning prescribed by International Financial Reporting Standards (“IFRS”) and are therefore unlikely to be comparable to similar measures presented by other issuers. Additional information regarding these non-GAAP measures is available in the Management’s Discussion and Analysis of the Trust for the three months ended March 31, 2022, dated May 11, 2022 (the “MD&A), and is incorporated by reference. The information is found in the “Presentation of Certain Terms Including Non-GAAP Measures” and “Non-GAAP Measures” sections of the MD&A, which is available on SEDAR at www.sedar.com. Reconciliations of non-GAAP financial measures to the most directly comparable IFRS measures are found in the following sections of this Press Release: “Proportionately Consolidated Balance Sheets (including the Trust’s interests in equity accounted investments)”, “Proportionately Consolidated Statements of Income and Comprehensive Income (including the Trust’s Interests in Equity Accounted Investments)”, “FFO, FFO with adjustments, and FFO with adjustments and Transactional FFO”, “Net Operating Income”, “Same Properties NOI”, “Adjusted EBITDA” and, “ACFO and ACFO with adjustments”.

Full reports of the financial results of the Trust for the three months ended March 31, 2022 are outlined in the unaudited interim condensed consolidated financial statements and the related MD&A of the Trust for the three months ended March 31, 2022, which are available on SEDAR at www.sedar.com.

Conference Call

SmartCentres will hold a conference call on Thursday, May 12, 2022 at 3:30 p.m. (ET). Participating on the call will be members of SmartCentres’ senior management.

Investors are invited to access the call by dialing 1-855-353-9183 and then keying in the participant access code 20103#. You will be required to identify yourself and the organization on whose behalf you are participating.

A recording of this call will be made available Thursday, May 12, 2022 beginning at 8:30 p.m. (ET) through to 8:30 p.m. (ET) on Thursday, May 19, 2022. To access the recording, please call 1-855-201-2300, enter the conference access code 20103# and then key in the playback access code 0112189#.

About SmartCentres

SmartCentres Real Estate Investment Trust is one of Canada’s largest fully integrated REITs, with a best-in-class portfolio featuring 174 strategically located properties in communities across the country. SmartCentres has approximately $11.7 billion in assets and owns 34.7 million square feet of income producing value-oriented retail and first-class office space with 97.2% occupancy, on 3,500 acres of owned land across Canada.

SmartCentres continues to focus on enhancing the lives of Canadians by planning and developing complete, connected, mixed-use communities on its existing retail properties. Project 512, a publicly announced $15.2 billion intensification program ($9.8 billion at SmartCentres' share) represents the REIT’s current major development focus on which construction is expected to commence within the next five years. This intensification program consists of rental apartments, condos, seniors’ residences and hotels, to be developed under the SmartLiving banner, and retail, office, and storage facilities, to be developed under the SmartCentres banner.

SmartCentres' intensification program is expected to produce an additional 58.6 million square feet (40.6 million square feet at SmartCentres’ share) of space, 28.6 million square feet (18.6 million square feet at SmartCentres’ share) of which has or will commence construction within the next five years. From shopping centres to city centres, SmartCentres is uniquely positioned to reshape the Canadian urban and urban-suburban landscape.

Included in this intensification program is the Trust’s share of SmartVMC which, when completed, is expected to include approximately 20.0 million square feet of mixed-use space in Vaughan, Ontario. Construction of the first five sold-out phases of Transit City Condominiums that represent 2,789 residential units continues to progress. Final closings of the first three phases of Transit City Condominiums began ahead of budget and ahead of schedule in August 2020 and all 1,741 units in these phases have now closed. In addition, the 22 sold-out townhomes that complete this phase of the project, are expected to close in 2022. The fourth and fifth sold-out phases representing 1,026 units are currently under construction and are expected to close in 2023.

Certain statements in this Press Release are "forward-looking statements" that reflect management's expectations regarding the Trust's future growth, results of operations, performance and business prospects and opportunities. More specifically, certain statements including, but not limited to, statements related to SmartCentres’ expected or planned development plans and joint venture projects, including the described type, scope, costs and other financial metrics and the expected timing of construction and condominium closings and statements that contain words such as "could", "should", "can", "anticipate", "expect", "believe", "will", "may" and similar expressions and statements relating to matters that are not historical facts, constitute "forward-looking statements". These forward-looking statements are presented for the purpose of assisting the Trust's Unitholders and financial analysts in understanding the Trust's operating environment and may not be appropriate for other purposes. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management.

However, such forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements, including risks associated with potential acquisitions not being completed or not being completed on the contemplated terms, public health crises such as the COVID-19 pandemic, real property ownership and development, debt and equity financing for development, interest and financing costs, construction and development risks, ability to obtain commercial and municipal consents for development. These risks and others are more fully discussed under the heading “Risks and Uncertainties” and elsewhere in SmartCentres’ most recent Management’s Discussion and Analysis, as well as under the heading “Risk Factors” in SmartCentres’ most recent annual information form. Although the forward-looking statements contained in this Press Release are based on what management believes to be reasonable assumptions, SmartCentres cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. These forward-looking statements are made as at the date of this Press Release and SmartCentres assumes no obligation to update or revise them to reflect new events or circumstances unless otherwise required by applicable securities legislation.

Material factors or assumptions that were applied in drawing a conclusion or making an estimate set out in the forward-looking information may include, but are not limited to: a stable retail environment; relatively low and stable interest costs; a continuing trend toward land use intensification, including residential development in urban markets and continued growth along transportation nodes; access to equity and debt capital markets to fund, at acceptable costs, future capital requirements and to enable our refinancing of debts as they mature; that requisite consents for development will be obtained in the ordinary course, construction and permitting costs consistent with the past year and recent inflation trends.

For more information, please visit www.smartcentres.com or contact:

Mitchell Goldhar

Peter Sweeney

Executive Chairman and CEO

Chief Financial Officer

SmartCentres

SmartCentres

(905) 326-6400 ext. 7674

(905) 326-6400 ext. 7865

mgoldhar@smartcentres.com

psweeney@smartcentres.com

The Toronto Stock Exchange neither approves nor disapproves of the contents of this Press Release.