SmartCentres Real Estate Investment Trust Releases Second Quarter Results for 2022

SmartCentres Real Estate Investment Trust

11 August 2022 at 10:48 pm·45-min read

Received zoning approvals for over 3.8 million square feet of residential development in the second quarter on 3 projects in the Greater Toronto Area, including Vaughan, Scarborough, and Pickering;
In excess of 3.0 million square feet of construction activity is currently underway, principally on high rise residential projects in Toronto, Montreal, and Ottawa;
Shopping centre leasing activity continues to improve with occupancy levels, inclusive of committed deals, increasing to 97.6% in Q2 2022, representing a 40 basis points increase from Q1 2022;
Net income and comprehensive income per Unit increased by $0.34 to $0.90 as compared to the same period in 2021;
Net rental income and other increased by $5.8 million or 4.9% as compared to the same period in 2021;
Same Properties NOI inclusive of ECL⁽¹⁾ increased by $6.1 million or 5.0% as compared to the same period in 2021. Same Properties NOI excluding ECL⁽¹⁾ increased by $2.6 million or 2.1% as compared to the same period in 2021;
FFO per unit with adjustments and excluding various anomalous items⁽¹⁾ increased by $0.03 or 5.8% to $0.55 as compared to the same period in 2021;
Completed the purchase of approximately 38 acres of industrial lands in Pickering, adjacent to Hwy 407, and construction has now commenced on 241,000 square feet of industrial space for the 16-acre Phase 1 development, of which 53% has already been pre-leased by a growing Canadian furniture retailer;
Received municipal approvals and commenced construction of an approximate 200,000 square foot flagship Canadian Tire store on Laird Drive in Toronto together with approximately 25,000 square feet of additional retail space. Completion is scheduled for 2024.

TORONTO, Aug. 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 June 30, 2022.

“We continue to see improvement in customer traffic to our shopping centres which in turn generated steady increased levels of leasing activity that began earlier in 2022. We anticipate that this momentum will continue for the rest of 2022 which should have a positive impact on both our occupancy and earnings. We are pleased with this noticeable improvement in leasing activity and the associated improvement in metrics. Cash collections continue to improve, again exceeding 98% for the quarter, and we expect these levels to return to pre-COVID levels over the remainder of the year. Notwithstanding the recent upward movement in interest rates, our Walmart-anchored retail portfolio continues to demonstrate its strength and alignment with Canadian consumers; and thus has maintained its value for IFRS purposes during the quarter.

The improvement in our operating performance is further reflected in our financial results for the quarter. Our FFO per Unit as adjusted for anomalous items⁽¹⁾ increased by $0.03 or 5.8% to $0.55, and net income and comprehensive income per Unit increased by $0.34 or 60.8% to $0.90, as compared to the same quarter in the prior year”.

At SmartVMC, currently our largest development initiative, but just one of many master-planned projects, beginning in Q3 2020, we have thus far closed on 1,763 units in the first three Transit City condominium phases, resulting in $0.38 in FFO per Unit(1) and $0.39 in net income and comprehensive income per Unit. Excitement around SmartVMC continues as the 120,000 square foot world class YMCA opened during the quarter, a huge step in the evolution at this city’s growth. Through our residential banner, SmartLiving, our mixed-use intensification program continues to be a source of additional accretive growth, demonstrated by the launch of presale activity at Park Place where to date we have pre-sold approximately 50% of units released, demonstrating that SmartVMC operates outside the ebb and flow of other one-off residential developments owing to its master plan around mass transit and its strategic location in the GTA. 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 the recently acquired western lands at SmartVMC. At the Artwalk, another neighborhood within VMC, we have presold 100% of units released and we expect to begin construction of this multi-phased project later this year on a portion of lands previously occupied by Walmart at SmartVMC. Also, during the quarter, we successfully closed all 22 presold townhomes at Transit City and construction is progressing on time and on budget for the fourth and fifth fully sold-out phases of Transit City condominiums with full deposits representing 20% of each unit’s purchase price having now been received, with closings expected to commence early in 2023. The 454-unit Millway rental tower is also proceeding on time and on budget with initial tenancies expected to begin later this year. We intend to develop approximately 20.0 million square feet of mixed-use space at SmartVMC alone, on which together with the City of Vaughan, we are also planning a 9-acre park which, over time, will become the focal point of this landmark city centre development.

Not that long ago our company was primarily focused on value-oriented retail with Walmart as its driving force. Today, our platform has evolved in new areas of growth. In 2015, we expanded our focus to various mixed-use forms of real estate including office, self-storage, condominiums and townhomes, high-rise rentals and seniors housing. SmartCentres now possesses industry leading, in-house expertise in all of these areas. Most notably, through our SmartLiving platform, we now have an internal team of professionals who facilitate the development, sales, construction, leasing, and management of our residential program across the country; a platform that did not exist a mere seven years ago. And now, with the acquisition of 32 acres of development lands in Pickering, we have begun our first initiative into the industrial sector; more to come. These evolving stages of growth in multiple disciplines permit us to continue to diversify our asset base and plant seeds for growth in NAV and FFO for many years into the future,” said Mitchell Goldhar, Executive Chairman and CEO of SmartCentres REIT.

(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 June 30, 2022

Mixed-Use Development and Intensification at SmartVMC

The construction of the world-class YMCA at SmartVMC was completed 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. Pre-sales for this development were launched in May 2022. The Trust’s acquisition in December 2021 of a 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. Progress is being made with concrete and formwork complete up to the mechanical penthouse for Transit City 4 and level 47 for Transit City 5. Closings are expected to commence in early 2023.
Construction of the purpose-built rental project, the Millway (36 storeys), continues at SmartVMC, with concrete and formwork up to the mechanical penthouse with initial occupancy expected to commence later this year.
As part of Transit City 1 and 2 projects, closings of the 22 townhomes were completed in June 2022, generating net profit of $1.4 million and FFO⁽²⁾ of $1.4 million at the Trust’s share.
ArtWalk condominium sales of 320 released units in Phase 1 are sold out with construction expected to begin later 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 96% of the 171 units leased. Construction continues on the next phase that commenced in October 2021, with a target completion date of Q2 2023.
Initial occupancy in the two purpose-built residential rental towers (238 units) in Mascouche, Quebec began in July 2022. More than 110 units have been pre-leased and current lease-up expectations are in line with initial expectation.
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 three locations in Toronto (Gilbert Ave., Jane St. and Eglinton Avenue East). In addition, the municipal approval process is underway on a newly acquired property in Burnaby, British Columbia.
Construction continues on a new retirement residence and a seniors’ apartment project, totalling 402 units, with joint venture partner Groupe Sélection at the Trust's Laurentian Place in Ottawa, with completion expected in Q1 2024.
The Trust intends to commence 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.
Completed the purchase of approximately 38 acres of industrial lands in Pickering, adjacent to Hwy 407, on which the Trust received approval to build 241,000 square feet of industrial space for the 16-acre Phase 1 development, of which 53% has already been pre-leased. Once complete in 2023, yields from Phase 1 of the project are expected to be in the range of 6.0% – 6.5%.
The Trust, together with its partner, Penguin, have also commenced preliminary siteworks for the 215,000 square feet retail project on Laird Drive in Toronto, that is expected to feature a flagship 190,000 square-foot Canadian Tire store together with 25,000 square feet of additional retail space on completion which is currently scheduled for 2024.

Financial

Net income and comprehensive income⁽¹⁾ was $162.0 million as compared to $97.0 million for the same period in 2021, representing an increase of $65.0 million. This increase was primarily attributed to: i) $75.6 million increase in fair value adjustments on financial instruments, ii) $2.5 million decrease in interest expense, and was partially offset by: iii) $7.1 million decrease in fair value adjustment on revaluation of investment properties, and iv) $12.9 million decrease in net income from condo closings offset by a $6.1 million increase from net rental income (see “Results of Operations” in the Trust’s MD&A for further details).
The Trust improved its unsecured/secured debt ratio⁽²⁾⁽³⁾ to 77%/23% (December 31, 2021 – 71%/29%).
The Trust continues to add to its unencumbered pool of high-quality assets. As at June 30, 2022, this unencumbered portfolio consisted of investment properties valued at $8.4 billion (June 30, 2021 – $5.9 billion).
The Trust’s fixed rate/variable rate debt ratio⁽²⁾⁽³⁾ was 84%/16% as at June 30, 2022 (December 31, 2021 – 89%/11%).
FFO with adjustments excluding impact of ECL, total return swap (“TRS”), condominium and townhome closings, and SmartVMC West acquisition⁽²⁾was $94.8 million as compared to $89.9 million in the same period last year, representing an increase of $4.9 million or 5.5%.
During the quarter, 2,043,500 additional notional Units were added at average price of $27.85 per Unit to the TRS.
Net income and comprehensive income per Unit⁽¹⁾ increased by $0.34 or 61% to $0.90 as compared to the same period in 2021, primarily due to the reasons noted above that pertain to net income and comprehensive income.
FFO with adjustments excluding impact of ECL, TRS, condominium and townhome closings, and SmartVMC West acquisition per Unit⁽²⁾ increased by $0.03 or 5.8% to $0.55 as compared to the same period in 2021.
Cash flows provided by operating activities⁽¹⁾ decreased by $18.2 million or 29.3% to $44.0 million as compared to the same period in 2021. Shortfall of cash flows provided by operating activities⁽¹⁾ over distributions declared amounted to $38.5 million (three months ended June 30, 2021 – shortfall of $17.5 million).
The Payout Ratio relating to cash flows provided by operating activities for the rolling 12 months ended June 30, 2022 was 86.0%, as compared to 102.1% for the same period ended June 30, 2021. The Payout Ratio relating to cash flows provided by operating activities for the rolling 24 months ended June 30, 2022 was 93.3%, as compared to 97.7% for the same period ended June 30, 2021.
For the three months ended June 30, 2022, ACFO⁽²⁾ decreased by $13.4 million or 14.2% to $80.9 million as compared to the same period in 2021.
For the three months ended June 30, 2022, ACFO⁽²⁾ is less than distributions declared by $1.6 million (three months ended June 30, 2021 – surplus of $14.6 million).
The Payout Ratio to ACFO⁽²⁾ for the rolling 12 months ended June 30, 2022 was 95.4%, as compared to 87.3% for the same period ended June 30, 2021. Excluding SmartVMC West LP Class D distributions, the Payout Ratio to ACFO⁽²⁾ for the rolling 12 months ended June 30, 2022 was 94.0%, as compared to 87.3% for the same period ended June 30, 2021.
The Payout Ratio to ACFO⁽²⁾ for the rolling 24 months ended June 30, 2022 was 91.2%, as compared to 90.9% for the same period ended June 30, 2021. Excluding SmartVMC West LP Class D distributions, the Payout Ratio to ACFO⁽²⁾ for the rolling 24 months ended June 30, 2022 was 90.5%, as compared to 90.9% for the same period ended June 30, 2021.

Operational

Rentals from investment properties and other⁽¹⁾ was $198.3 million, as compared to $193.9 million for the same period in 2021, representing an increase of $4.4 million or 2.2%, primarily due to higher rental income from Premium Outlets locations in both Toronto and Montreal, additional self-storage facility and parking rental revenue, and higher miscellaneous revenue.
In-place and committed occupancy rates were 97.2% and 97.6%, respectively, as at June 30, 2022 (March 31, 2022 – 97.0% and 97.2%, respectively).
Same Properties NOI inclusive of ECL⁽²⁾ increased by $6.1 million or 5.0% as compared to the same period in 2021. Same Properties NOI excluding ECL⁽²⁾ increased by $2.6 million or 2.1% as compared to the same period in 2021.

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)	June 30, 2022	December 31, 2021	June 30, 2021
Portfolio Information
Number of retail properties	155	155	156
Number of office properties	4	4	4
Number of self-storage properties	6	6	4
Number of residential properties	1	1	1
Number of properties under development	19	17	15
Total number of properties with an ownership interest	185	183	180

Leasing and Operational Information⁽¹⁾
Gross leasable retail and office area (in thousands of sq. ft.)	34,661	34,119	34,186
Occupied retail and office area (in thousands of sq. ft.)	33,707	33,219	33,180
Vacant retail and office area (in thousands of sq. ft.)	954	900	1,006
In-place occupancy rate (%)	97.2	97.4	97.1
Committed occupancy rate (%)	97.6	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.) ($)	15.54	15.44	15.43
Net retail rental rate excluding Anchors (per occupied sq. ft.) ($)	22.26	22.07	22.04

Mixed-Use Development Information
Trust’s share of future development area (in thousands of sq. ft.)	40,200	40,600	32,400
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	7,800
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	9	10	15
Total number of estimated future projects currently in development planning stage	282	283	284

Financial Information
Total assets – GAAP⁽²⁾	11,905,066	11,293,248	10,036,672
Total assets – non-GAAP⁽³⁾⁽⁴⁾	12,200,890	11,494,377	10,221,599
Investment properties – GAAP⁽²⁾	10,285,753	9,847,078	8,883,634
Investment properties – non-GAAP⁽³⁾⁽⁴⁾	11,191,069	10,684,529	9,490.636
Total unencumbered assets⁽³⁾	8,413,000	6,640,600	5,937,900
Debt – GAAP⁽²⁾	5,128,604	4,854,527	4,492,948
Debt – non-GAAP⁽³⁾⁽⁴⁾	5,325,630	4,983,078	4,591,889
Debt to Aggregate Assets (%)^(3)(4)(5)	43.0	42.9	44.6
Debt to Gross Book Value (%)^(3)(4)(5)	51.9	50.8	50.1
Unsecured to Secured Debt Ratio^(3)(4)(5)	77%/23%	71%/29%	70%/30%
Unencumbered assets to unsecured debt^(3)(4)(5)	2.1X	1.9X	1.9X
Weighted average interest rate (%)⁽³⁾⁽⁴⁾	3.30	3.11	3.27
Weighted average term of debt (in years)	4.4	4.8	5.3
Interest coverage ratio^(3)(4)(5)	3.3X	3.4X	3.4X
Adjusted Debt to Adjusted EBITDA (net of cash)^(3)(4)(5)	10.0X	9.2X	8.2X
Adjusted Debt to Adjusted EBITDA (net of cash and TRS)^(3)(4)(5)	9.8X	9.1X	8.1X
Fixed Rate to Variable Rate Debt Ratio^(3)(4)(5)	84%/16%	89%/11%	96%/4%
Equity (book value)⁽²⁾	6,216,395	5,841,315	5,168,610
Weighted average number of units outstanding – diluted	179,626,838	173,748,819	173,480,822

(1) Excluding residential and self-storage area.
(2) 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.
(4) Includes the Trust’s proportionate share of equity accounted investments.
(5) As at June 30, 2022, cash-on-hand of $133.2 million was excluded for the purposes of calculating the applicable ratios (December 31, 2021 – $80.0 million, June 30, 2021 – $55.7 million).

Quarterly Comparison to Prior Year

The following table presents key financial, per Unit, and payout ratio information for the three months ended June 30, 2022 and June 30, 2021:

(in thousands of dollars, except per Unit information)	June 30, 2022			June 30, 2021			Variance
	(A)			(B)			(A–B)
Financial Information
Rentals from investment properties and other⁽¹⁾		198,296			193,937			4,359
Net base rent⁽¹⁾		127,232			123,500			3,732
Total recoveries⁽¹⁾		65,119			63,995			1,124
Miscellaneous revenue⁽¹⁾		3,416			2,998			418
Service and other revenues⁽¹⁾		2,529			3,444			(915	)
Net income and comprehensive income⁽¹⁾		161,997			96,985			65,012
Net income and comprehensive income excluding fair value adjustments⁽²⁾⁽³⁾		89,646			93,156			(3,510	)
Cash flows provided by operating activities⁽¹⁾		43,970			62,168			(18,198	)
Net rental income and other⁽¹⁾		124,964			119,132			5,832
NOI from condominium and townhome closings⁽²⁾		1,100			14,028			(12,928	)
NOI⁽²⁾		130,034			136,091			(6,057	)
Change in net rental income and other⁽²⁾		4.9	%		12.8	%	(7.9		)%
Change in SPNOI⁽²⁾		5.0	%		9.6	%	(4.6		)%
Change in SPNOI excluding ECL⁽²⁾		2.1	%	(2.0)%				4.1	%

FFO^(2)(3)(4)(5)		88,464			100,455			(11,991	)
Other adjustments		982			625			357
FFO with adjustments^(2)(3)(4)		89,446			101,080			(11,634	)
Adjusted for:
ECL		(1,214	)		2,274			(3,488	)
Loss (gain) on derivative – TRS		7,843			(557	)		8,400
FFO sourced from condominium and townhome closings		(1,100	)		(12,891	)		11,791
FFO sourced from SmartVMC West acquisition		(207	)		—			(207	)
FFO with adjustments excluding impact of ECL, TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)		94,768			89,906			4,862

ACFO^(2)(3)(4)(5)		80,871			94,246			(13,375	)
Other adjustments		982			625			357
ACFO with adjustments^(2)(3)(4)		81,853			94,871			(13,018	)
Adjusted for:
Loss (gain) on derivative – TRS		7,843			(557	)		8,400
ACFO sourced from condominium and townhome closings		(1,100	)		(14,028	)		12,928
ACFO sourced from SmartVMC West acquisition		(207	)		—			(207	)
ACFO with adjustments excluding impact of TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)		88,389			80,286			8,103

Distributions declared		82,422			79,685			2,737
Shortfall of cash provided by operating activities over distributions declared⁽²⁾		(38,452	)		(17,517	)		(20,935	)
(Shortfall) surplus of ACFO over distributions declared⁽²⁾		(1,551	)		14,563			(16,114	)
Surplus of ACFO with adjustments excluding impact of TRS, condominium and townhome closings, and SmartVMC West acquisition over distributions declared⁽²⁾		5,967			601			5,366
Units outstanding⁽⁶⁾		178,122,655			172,280,187			5,842,468
Weighted average – basic		178,122,655			172,275,798			5,846,857
Weighted average – diluted⁽⁷⁾		179,662,689			173,543,923			6,118,766

Per Unit Information (Basic/Diluted)
Net income and comprehensive income⁽¹⁾	$0.91/$0.90			$0.56/$0.56			$0.35/$0.34
Net income and comprehensive income excluding fair value adjustments⁽²⁾⁽³⁾	$0.50/$0.50			$0.54/$0.54			$-0.04/$-0.04

FFO^(2)(3)(4)(5)	$0.50/$0.49			$0.58/$0.58			$-0.08/$-0.09
Other adjustments	$0.00/$0.01			$0.01/$0.00			$-0.01/$0.01
FFO with adjustments^(2)(3)(4)	$0.50/$0.50			$0.59/$0.58			$-0.09/$-0.08
Adjusted for:
ECL	$-0.01/$-0.01			$0.01/$0.01			$-0.02/$-0.02
Loss (gain) on derivative – TRS	$0.04/$0.04			$0.00/$0.00			$0.04/$0.04
FFO sourced from condominium and townhome closings	$-0.01/$-0.01			$-0.08/$-0.07			$0.07/$0.06
FFO units impact from SmartVMC West LP Class D units	$0.03/$0.03			$0.00/$0.00			$0.03/$0.03
FFO with adjustments excluding impact of ECL, TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)	$0.55/$0.55			$0.52/$0.52			$0.03/$0.03

Distributions declared		$0.463			$0.463			$—

Payout Ratio Information
Payout Ratio to cash flows provided by operating activities		187.5	%		128.2	%		59.3	%
Payout Ratio to ACFO^(2)(3)(4)(5)		101.9	%		84.6	%		17.3	%
Payout Ratio to ACFO with adjustments^(2)(3)(4)		100.7	%		84.0	%		16.7	%
Payout Ratio to ACFO with adjustments excluding impact of TRS, condominium and townhome sales, and SmartVMC West acquisition^(2)(3)(4)		90.2	%		99.3	%	(9.1)%

(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 “Non-GAAP Measures” in this Press Release 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.

Year-to-Date Comparison to Prior Year

The following table presents key financial, per Unit, and payout ratio information for the six months ended June 30, 2022 and June 30, 2021:

(in thousands of dollars, except per Unit information)	June 30, 2022			June 30, 2021			Variance
	(A)			(B)			(A–B)
Financial Information
Rentals from investment properties and other⁽¹⁾		400,819			392,775			8,044
Net base rent⁽¹⁾		252,506			244,830			7,676
Total recoveries⁽¹⁾		137,505			135,777			1,728
Miscellaneous revenue⁽¹⁾		5,731			5,839			(108	)
Service and other revenues⁽¹⁾		5,077			6,329			(1,252	)
Net income and comprehensive income⁽¹⁾		532,107			157,544			374,563
Net income and comprehensive income excluding fair value adjustments⁽²⁾⁽³⁾		169,983			169,709			274
Cash flows provided by operating activities⁽¹⁾		146,789			141,652			5,137
Net rental income and other⁽¹⁾		245,378			235,269			10,109
NOI from condominium and townhome closings⁽²⁾		1,076			14,094			(13,018	)
NOI⁽²⁾		253,902			255,072			(1,170	)
Change in net rental income and other⁽²⁾		4.3	%		2.5	%		1.8	%
Change in SPNOI⁽²⁾		3.5	%		1.8	%		1.7	%
Change in SPNOI excluding ECL⁽²⁾		0.6	%	(2.6)%				3.2	%

FFO^(2)(3)(4)(5)		180,699			184,733			(4,034	)
Other adjustments		1,897			861			1,036
FFO with adjustments^(2)(3)(4)		182,596			185,594			(2,998	)
Adjusted for:
ECL		(2,276	)		4,581			(6,857	)
Loss (gain) on derivative – TRS		6,238			(1,070	)		7,308
FFO sourced from condominium and townhome closings		(1,076	)		(12,891	)		11,815
FFO sourced from SmartVMC West acquisition		(459	)		—			(459	)
FFO with adjustments excluding impact of ECL, TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)		185,023			176,214			8,809

FFO with adjustments and Transactional FFO^(2)(3)(4)		182,596			187,181			(4,585	)

ACFO^(2)(3)(4)(5)		166,025			179,401			(13,376	)
Other adjustments		1,897			861			1,036
ACFO with adjustments^(2)(3)(4)		167,922			180,262			(12,340	)
Adjusted for:
Loss (gain) on derivative – TRS		6,238			(1,070	)		7,308
ACFO sourced from condominium and townhome closings		(1,076	)		(14,094	)		13,018
ACFO sourced from SmartVMC West acquisition		(459	)		—			(459	)
ACFO with adjustments excluding impact of TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)		172,625			165,098			7,527

Distributions declared		164,761			159,345			5,416
Shortfall of cash flows provided by operating activities over distributions declared⁽²⁾		(17,972	)		(17,693	)		(279	)
Surplus of ACFO over distributions declared⁽²⁾		1,264			20,056			(18,792	)
Surplus of ACFO with adjustments excluding impact of TRS, condominium and townhome closings, and SmartVMC West acquisition over distributions declared⁽²⁾		7,864			5,753			2,111
Units outstanding⁽⁶⁾		178,122,655			172,280,187			5,842,468
Weighted average – basic		178,115,751			172,256,994			5,858,757
Weighted average – diluted⁽⁷⁾		179,626,838			173,480,822			6,146,016

Per Unit Information (Basic/Diluted)
Net income and comprehensive income⁽¹⁾	$2.99/$2.96			$0.91/$0.91			$2.08/$2.05
Net income and comprehensive income excluding fair value adjustments⁽²⁾⁽³⁾	$0.95/$0.95			$0.99/$0.98			$-0.04/$-0.03

FFO^(2)(3)(4)(5)	$1.01/$1.01			$1.07/$1.06			$-0.06/$-0.05
Other adjustments	$0.02/$0.01			$0.01/$0.01			$0.01/$0.00
FFO with adjustments^(2)(3)(4)	$1.03/$1.02			$1.08/$1.07			$-0.05/$-0.05
Adjusted for:
ECL	$-0.01/$-0.01			$0.03/$0.03			$-0.04/$-0.04
Loss (gain) on derivative – TRS	$0.04/$0.03			$-0.01/$-0.01			$0.05/$0.04
FFO sourced from condominium and townhome closings	$-0.01/$-0.01			$-0.08/$-0.07			$0.07/$0.06
FFO units impact from SmartVMC West LP Class D units	$0.02/$0.03			$0.00/$0.00			$0.02/$0.03
FFO with adjustments excluding impact of ECL, TRS, condominium and townhome closings, and SmartVMC West acquisition^(2)(3)(4)	$1.07/$1.06			$1.02/$1.02			$0.05/$0.04

FFO with adjustments and Transactional FFO^(2)(3)(4)	$1.03/$1.02			$1.08/$1.07			$-0.05/$-0.05
Distributions declared		$0.925			$0.925			$—

Payout Ratio Information
Payout Ratio to cash flows provided by operating activities		112.2	%		112.5	%	(0.3)%
Payout Ratio to ACFO^(2)(3)(4)(5)		99.2	%		88.8	%		10.4	%
Payout Ratio to ACFO with adjustments^(2)(3)(4)		98.1	%		88.4	%		9.7	%
Payout Ratio to ACFO with adjustments excluding impact of TRS, condominium and townhome sales, and SmartVMC West acquisition^(2)(3)(4)		92.3	%		96.5	%	(4.2)%

For the three months ended June 30, 2022, net income and comprehensive income increased by $65.0 million as compared to the same period in 2021. This increase was primarily attributed to the following:

$75.6 million increase in fair value adjustment on financial instruments primarily due to: i) $47.5 million higher fair value gains on Units classified as liabilities due to fluctuation in the Trust’s unit price, ii) $19.8 million increase in fair value of interest rate swap agreements (see further details in the “Debt” subsection in the Trust’s MD&A), iii) $16.7 million higher fair value gains relating to unit based incentive programs due to fluctuation in the Trust’s unit price, and partially offset by: iv) $8.4 million higher fair value loss of TRS due to fluctuation in the Trust’s unit price;
$2.5 million decrease in interest expense (see further details in the “Interest Income and Interest Expense” subsection in the Trust’s MD&A);
$0.5 million increase in interest income; and
$0.4 million decrease in supplemental costs;

Partially offset by the following:

$7.1 million decrease in fair value adjustments on revaluation of investment properties;
$6.1 million decrease in net operating income (see further details in the “Net Operating Income” subsection in the Trust’s MD&A);
$0.6 million increase in general and administrative expenses (net) (see further details in the “General and Administrative Expense” section in the Trust’s MD&A); and
$0.3 million increase in acquisition-related costs.

For the six months ended June 30, 2022, net income and comprehensive income increased by $374.6 million as compared to the same period in 2021. This increase was primarily attributed to the following:

$269.6 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, ii) $31.9 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);
$104.7 million increase in fair value adjustment on financial instruments primarily due to: i) $50.3 million higher fair value gains on Units classified as liabilities due to fluctuation in the Trust’s unit price, ii) $42.1 million increase in fair value of interest rate swap agreements (see further details in the “Debt” subsection in the Trust’s MD&A), iii) $19.6 million higher fair value gains relating to unit based incentive programs also due to fluctuation in the Trust’s unit price, and partially offset by: iv) $7.3 million higher fair value loss of TRS due to fluctuation in the Trust’s unit price; and
$4.4 million decrease in interest expense (see further details in the “Interest Income and Interest Expense” subsection in the Trust’s MD&A);

Partially offset by the following:

$2.3 million increase in supplemental costs;
$1.2 million decrease in net operating income (see further details in the “Net Operating Income” subsection in the Trust’s MD&A);
$0.3 million increase in acquisition-related costs;
$0.2 million decrease in interest income; and
$0.1 million increase in general and administrative expenses (net) (see further details in the “General and Administrative Expense” section in the Trust’s MD&A).

Development and Intensification Summary
The following table summarizes the 282 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	24	20	60	104
Seniors’ Housing	4	9	14	27
Self-storage	12	7	17	36
Office Buildings	—	1	7	8
Hotels	—	—	3	3
Subtotal – Recurring rental income initiatives	40	37	101	178
Condominium developments	26	22	47	95
Townhome developments	3	1	5	9
Subtotal – Development income initiatives	29	23	52	104
Total	69	60	153	282
Trust’s share of project area (in thousands of sq. ft.)
Recurring rental income initiatives	4,600	3,900	12,000	20,500
Development income initiatives	6,300	3,500	9,900	19,700
Total Trust’s share of project area (in thousands of sq. ft.)	10,900	7,400	21,900	40,200
Trust’s share of such estimated costs (in millions of dollars)	5,900	3,900	– ⁽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.

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. Completion, milestone or occupancy dates of each of the projects described below may be delayed or adversely impacted as a result of, among other things, restrictions or delays related to the COVID-19 pandemic.

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 & Highway 7 Secondary Plan;
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 zoning for five towers with a gross floor area of approximately 1,400,000 square feet and site plan application for a three-tower mixed-use phase, approximating 700,000 square feet, approved by Council in June 2022;
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;
the development of up to 2.6 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;
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. Approximately 60% of the 174 draft plan approved townhomes have been pre-sold and construction is soon expected to commence. Rezoning application for a seniors’ apartment building and separate retirement residence, both of which are to be developed in partnership with Revera, along with three other residential buildings, was recently approved by Council;
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;
the development of up to 200,000 square feet of residential townhomes at Oakville South in Oakville, Ontario, with a third-party homebuilder;
the intensification of the Toronto StudioCentre (“StudioCentre”) in Toronto, Ontario (zoning allows for up to 1.2 million square feet);
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 June 2021. An application for a building permit was submitted in July 2021. Environmental Risk Assessment was approved for the entire site in September 2021 and the application of Certificate of Property Use was submitted in February 2022;
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, with approvals expected in Q3 2022;
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 the first four floors opened in July 2022. Construction of a second phase is expected to commence in Q1 2023;
the development of residential density at the Trust’s shopping centre at 1900 Eglinton Avenue East in Scarborough, Ontario 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;
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 2022. The building permit application was submitted in October 2021;
besides the seven self-storage projects completed or under construction, there are seven additional self-storage facilities in Ontario and British Columbia with the Trust’s partner, SmartStop, in Markham, Stoney Creek, Toronto (3), Whitby, and Burnaby with zoning and/or site plan approval obtained or applications well underway. Project agreements for another four locations are being finalized;
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 Q3 2022. Master plan of development is subject to approval;
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 Q3 2022;
the Trust has commenced the redevelopment of a portion of its 73-acre Cambridge retail property (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;
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;
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 submitted and deemed complete in Q4 2021 and work is ongoing on a second submission to respond to agency comments on the application;
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;
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;
the development of approximately 900,000 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), 400,000 square foot, 520-unit condo project submitted in Q4 2021;
During the second quarter, the Trust completed the purchase of approximately 38 acres of industrial lands in Pickering, adjacent to Hwy 407, on which the Trust received approval to build 241,000 square feet of space for the 16-acre Phase 1 development, of which 53% has already been pre-leased. Yields from Phase 1 project are expected to be in the range of 6.0% – 6.5% on completion which is currently scheduled for 2023; and
The Trust, together with its partner, Penguin, have also commenced preliminary siteworks for the 215,000 square feet retail project on Laird Drive in Toronto, that is expected to feature a flagship 190,000 square-foot Canadian Tire store together with 25,000 square feet of additional retail space on completion which is currently scheduled for 2024.

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)	June 30, 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	10,285,753	905,316		11,191,069	9,847,078	837,451		10,684,529
Equity accounted investments	650,487	(650,487	)	—	654,442	(654,442	)	—
Mortgages, loans and notes receivable	352,921	(93,702	)	259,219	345,089	(69,576	)	275,513
Other financial assets	228,707	—		228,707	97,148	—		97,148
Other assets	82,814	7,643		90,457	80,940	7,465		88,405
Intangible assets	44,473	—		44,473	45,139	—		45,139
	11,645,155	168,770		11,813,925	11,069,836	120,898		11,190,734

Current assets
Residential development inventory	29,749	81,670		111,419	27,399	67,828		95,227
Current portion of mortgages, loans and notes receivable	95,254	—		95,254	71,947	—		71,947
Amounts receivable and other	55,829	(8,564	)	47,265	49,542	(8,637	)	40,905
Prepaid expenses, deposits and deferred financing costs	44,393	15,220		59,613	12,289	13,118		25,407
Cash and cash equivalents	34,686	38,728		73,414	62,235	7,922		70,157
	259,911	127,054		386,965	223,412	80,231		303,643
Total assets	11,905,066	295,824		12,200,890	11,293,248	201,129		11,494,377

Liabilities
Non-current liabilities
Debt	4,750,365	179,737		4,930,102	4,176,121	93,465		4,269,586
Other financial liabilities	278,944	—		278,944	326,085	—		326,085
Other payables	17,732	46		17,778	18,243	—		18,243
	5,047,041	179,783		5,226,824	4,520,449	93,465		4,613,914

Current liabilities
Current portion of debt	378,239	17,289		395,528	678,406	35,086		713,492
Accounts payable and current portion of other payables	263,391	98,752		362,143	253,078	72,578		325,656
	641,630	116,041		757,671	931,484	107,664		1,039,148
Total liabilities	5,688,671	295,824		5,984,495	5,451,933	201,129		5,653,062

Equity
Trust Unit equity	5,175,826	—		5,175,826	4,877,961	—		4,877,961
Non-controlling interests	1,040,569	—		1,040,569	963,354	—		963,354
	6,216,395	—		6,216,395	5,841,315	—		5,841,315
Total liabilities and equity	11,905,066	295,824		12,200,890	11,293,248	201,129		11,494,377

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

Quarterly Comparison to Prior Year

(in thousands of dollars)	Three Months Ended June 30, 2022						Three Months Ended June 30, 2021
	GAAP Basis		Proportionate Share Reconciliation		Total Proportionate Share⁽¹⁾		GAAP Basis		Proportionate Share Reconciliation		Total Proportionate Share⁽¹⁾		Variance of Total Proportionate Share⁽¹⁾
Net rental income and other
Rentals from investment properties and other	198,296		7,018		205,314		193,937		5,039		198,976		6,338
Property operating costs and other	(73,332	)	(3,108	)	(76,440	)	(74,805	)	(2,108	)	(76,913	)	473
	124,964		3,910		128,874		119,132		2,931		122,063		6,811
Condo and townhome closings revenue and other⁽²⁾	—		4,511		4,511		—		52,768		52,768		(48,257	)
Condo and townhome cost of sales and other	—		(3,351	)	(3,351	)	—		(38,740	)	(38,740	)	35,389
	—		1,160		1,160		—		14,028		14,028		(12,868	)
NOI	124,964		5,070		130,034		119,132		16,959		136,091		(6,057	)

Other income and expenses
General and administrative expense, net	(7,916	)	18		(7,898	)	(7,304	)	(5	)	(7,309	)	(589	)
Earnings from equity accounted investments	3,785		(3,785	)	—		21,751		(21,751	)	—		—
Earnings from other⁽³⁾	289		(289	)	—		—		—		—		—
Fair value adjustment on revaluation of investment properties	9,669		1,185		10,854		10,854		7,097		17,951		(7,097	)
Gain (loss) on sale of investment properties	18		—		18		(68	)	—		(68	)	86
Interest expense	(33,852	)	(1,637	)	(35,489	)	(36,653	)	(1,354	)	(38,007	)	2,518
Interest income	3,866		41		3,907		3,395		20		3,415		492
Supplemental costs	—		(603	)	(603	)	—		(966	)	(966	)	363
Fair value adjustment on financial instruments	61,497		—		61,497		(14,122	)	—		(14,122	)	75,619
Acquisition-related costs	(323	)	—		(323	)	—		—		—		(323	)
Net income and comprehensive income	161,997		—		161,997		96,985		—		96,985		65,012

(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.

Year-to-Date Comparison to Prior Year

(in thousands of dollars)	Six Months Ended June 30, 2022						Six Months Ended June 30, 2021
	GAAP Basis		Proportionate Share Reconciliation		Total Proportionate Share⁽¹⁾		GAAP Basis		Proportionate Share Reconciliation		Total Proportionate Share⁽¹⁾		Variance of Total Proportionate Share⁽¹⁾
Net rental income and other
Rentals from investment properties and other	400,819		13,510		414,329		392,775		10,070		402,845		11,484
Property operating costs and other	(155,441	)	(6,121	)	(161,562	)	(157,506	)	(4,361	)	(161,867	)	305
	245,378		7,389		252,767		235,269		5,709		240,978		11,789
Condo and townhome closings revenue and other⁽²⁾	—		4,517		4,517		—		52,933		52,933		(48,416	)
Condo and townhome cost of sales and other	—		(3,382	)	(3,382	)	—		(38,839	)	(38,839	)	35,457
	—		1,135		1,135		—		14,094		14,094		(12,959	)
NOI	245,378		8,524		253,902		235,269		19,803		255,072		(1,170	)

Other income and expenses
General and administrative expense, net	(14,783	)	(104	)	(14,887	)	(14,784	)	(5	)	(14,789	)	(98	)
Earnings from equity accounted investments	3,211		(3,211	)	—		37,069		(37,069	)	—		—
Earnings from other⁽³⁾	594		(594	)	—		—		—		—		—
Fair value adjustment on revaluation of investment properties	281,014		1,631		282,645		(7,905	)	20,930		13,025		269,620
Loss on sale of investment properties	(104	)	—		(104	)	(58	)	—		(58	)	(46	)
Interest expense	(69,185	)	(3,028	)	(72,213	)	(73,854	)	(2,734	)	(76,588	)	4,375
Interest income	6,826		49		6,875		6,997		42		7,039		(164	)
Supplemental costs	—		(3,267	)	(3,267	)	—		(967	)	(967	)	(2,300	)
Fair value adjustment on financial instruments	79,479		—		79,479		(25,190	)	—		(25,190	)	104,669
Acquisition-related costs	(323	)	—		(323	)	—		—		—		(323	)
Net income and comprehensive income	532,107		—		532,107		157,544		—		157,544		374,563

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

Quarterly Comparison to Prior Year

	Three Months Ended		Three Months Ended
(in thousands of dollars, except per Unit amounts)	June 30, 2022

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SmartCentres Real Estate Investment Trust Releases Second Quarter Results for 2022

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