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2019 Annual Report

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2019 Annual Report 85 HANNA AVENUE, SUITE 400, TORONTO, ONTARIO M6K 3S3 2019 Annual Report FORWARD-LOOKING STATEMENT ADVISORY Certain statements contained in this MD&A constitute forward-looking statements. Other statements concerning First Capital’s objectives and strategies and Management’s beliefs, plans, estimates and intentions also constitute forward-looking statements. Forward-looking statements can generally be identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “project”, “expect”, “intend”, “outlook”, “objective”, “may”, “will”, “should”, “continue” and similar expressions. The forward-looking statements are not Unitholder Information historical facts but, rather, reflect First Capital’s current expectations regarding future results or events and are based on information currently available to Management. Certain material factors and assumptions were applied in providing these forward-looking statements. Forward-looking information involves numerous assumptions such as rental income (including assumptions on timing of lease-up, development coming online and levels of percentage rent), interest rates, tenant defaults, borrowing costs (including the underlying interest rates and credit spreads), the general availability of capital and the stability of the capital markets, the ability of the Trust to make loans at the same rate or in the same amount as repaid loans, amount of development costs, capital expenditures, operating costs and corporate expenses, level and timing of acquisitions of income-producing properties, the Trust’s ability to complete dispositions and the timing, terms and anticipated benefits of any such dispositions, the Trust’s ability to redevelop, sell or enter into partnerships with respect to the future incremental density it has identified in its portfolio, number of units outstanding, the Trust’s ability to qualify as a real estate investment trust under the Tax Act and numerous other factors. Moreover, the assumptions underlying the Trust’s forward-looking statements contained in the “Outlook and Current Business Environment” section of this MD&A also include that consumer demand will remain stable, and demographic trends will continue. HEAD OFFICE TRANSFER AGENT TRUSTEES Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Shops at King Liberty Computershare Trust Company Bernard McDonell Management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking 85 Hanna Avenue, Suite 400 of Canada Chair of the Board statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current Toronto, Ontario M6K 3S3 100 University Avenue, 11th Floor expectations, including the matters discussed in the “Risks and Uncertainties” section of this MD&A and the matters discussed under Leonard Abramsky Tel: 416 504 4114 Toronto, Ontario M5J 2Y1 “Risk Factors” in First Capital’s current Annual Information Form from time to time. Trustee Fax: 416 941 1655 Toll-free: 1 800 564 6253 Factors that could cause actual results or events to differ materially from those expressed, implied or projected by forward-looking Paul Douglas statements, in addition to those factors referenced above, include, but are not limited to: general economic conditions; real property MONTREAL OFFICE EXECUTIVE LEADERSHIP TEAM Trustee ownership; tenant financial difficulties, defaults and bankruptcies; the relative illiquidity of real property; increases in operating costs, property taxes and income taxes; First Capital’s ability to maintain occupancy and to lease or re-lease space at current or anticipated rents; Place Viau Adam Paul Jon Hagan the availability and cost of equity and debt capital to finance the Trust’s business, including the repayment of existing indebtedness as well 7600 boulevard Viau, Suite 113 President and Chief Executive Officer Trustee as development, intensification and acquisition activities; changes in interest rates and credit spreads; organizational structure; changes to Montréal, Québec H1S 2P3 Kay Brekken Annalisa King credit ratings; the availability of a new competitive supply of retail properties which may become available either through construction, lease Tel: 514 332 0031 Executive Vice President and Trustee or sublease; the Trust’s ability to: execute on its Urban Investment Strategy, including with respect to dispositions, capitalize on competitive Fax: 514 332 5135 advantages, optimize portfolio assets and accelerate value delivered to its investors and stakeholders, remain ahead of changing market Chief Financial Officer Al Mawani conditions, surface unrecognized value, reach its demographic targets and ensure the Trust retains its best in class position; unexpected Trustee CALGARY OFFICE Jordan Robins costs or liabilities related to acquisitions, development and construction; geographic and tenant concentration; residential development, Executive Vice President and Adam Paul sales and leasing; compliance with financial covenants; changes in governmental regulation; environmental liability and compliance costs; Mount Royal Block Chief Operating Officer Trustee unexpected costs or liabilities related to dispositions; challenges associated with the integration of acquisitions into the Trust; uninsured 815 – 17th Avenue SW, Suite 200 losses and First Capital’s ability to obtain insurance coverage at a reasonable cost; market risk; loss of key personnel; the ability of tenants Calgary, Alberta T2T 0A1 Carmine Francella Dori Segal to maintain necessary licenses, certifications and accreditations and risks and uncertainties related to the effects of COVID-19 on First Tel: 403 257 6888 Senior Vice President, Leasing Trustee Capital, including the length, spread and severity of the pandemic, the nature and extent of the measures taken by all levels of government Fax: 403 257 6899 Alison Harnick to mitigate against the severity and spread of the virus, the impact of the virus and government authorities’ and public health officials’ Andrea Stephen Senior Vice President, General Counsel responses thereto on: our tenants’ ability to pay rent in full or at all, domestic and global credit and capital markets, our ability to access Trustee EDMONTON OFFICE capital on favourable terms or at all, the health and safety of our employees and our tenants’ personnel and domestic and global supply Maryanne McDougald chains, among other risks related to COVID-19. Given the evolving circumstances surrounding COVID-19, it is difficult to predict how Edmonton Brewery District Senior Vice President, Operations significant the adverse impact will be on the global and domestic economy, the business, operations and financial position of the REIT’s 12068 – 104 Avenue, Suite 301 Jodi Shpigel tenants, and the business operations and financial position of the REIT. Edmonton, Alberta T5K 0K2 Senior Vice President, Development Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks Tel: 780 475 3695 only as of the date on which such statement is made. First Capital undertakes no obligation to publicly update any such statement or to Michele Walkau reflect new information or the occurrence of future events or circumstances, except as required by applicable securities law. VANCOUVER OFFICE Senior Vice President, Brand & Culture All forward-looking statements in this MD&A are made as of February 11, 2020 and the accompanying letter to unitholders as of Shops at New West August 14, 2020 and are qualified by these cautionary statements. 800 Carnarvon Street, Suite 320 AUDITORS New Westminster, BC V3M 0G3 Ernst & Young LLP Tel: 604 278 0056 Toronto, Ontario Fax: 604 242 0266 CORPORATE PROFILE First Capital is a leading developer, owner and manager of mixed-use real estate located in Canada’s most densely populated cities. First Capital’s focus is on creating thriving urban neighbourhoods to generate value for businesses, residents, communities and our investors. FCR.CA < - hinge Message from the President & CEO Dear fellow unitholders In 2019, we made monumental advances across many areas of our business. Launching our super urban strategy, converting to a REIT, evolving into a widely held company and the significant advances made to our culture and values are all things that come to mind. Instead of reviewing the year as I normally would, I refer as many of our small business tenants were expressing you to our Annual Report and Investor Presentation a high degree of anxiety around their impending April this year so that I can address more timely items rent payments. This program provided immediate as so much has changed since 2019 came to a close. rent relief to our small business tenants. As a reminder, there was no government rent support program As I write this letter, five months have passed since at the time. COVID-19 was declared a global pandemic and the government imposed lockdowns. We have all become Since then, the government’s Canada Emergency accustomed to working remotely, physically distanc- Commercial Rent Assistance (CECRA) program has ing and wearing masks to protect each other from largely replaced our SBSP. First Capital has fully the spread of the virus. participated in CECRA for all qualifying tenants. This had a negative impact on our second quarter results, Going back to the start of the pandemic, we immedi- but this investment
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