Vital Infrastructure Property Trust ($VITLUN)

Welcome to Vital Infrastructure Property Trust Q1 2026 Earnings Conference Call. [Operator Instructions] This call is being recorded today, May 14, 2026. I would now like to turn the conference over to Steven Hong, Vice President of Investor Relations.

Thank you, operator. Good morning, everyone, and thanks for participating in our first quarter results conference call. This is Steven Hong, speaking. Joining me are Zach Vaughan, CEO; Stephanie Karamarkovic, CFO; Mike Brady, President; and Tracey Whittall, COO. Our earnings announcement was released yesterday afternoon, and we posted an updated investor presentation on our website, which listeners can refer to during the call. Following comments, we'll be glad to ask and take questions from analysts. Today's discussion includes forward-looking statements. As always, we want to caution you that such statements are based on management's assumptions and beliefs. These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. Please see our public filings on SEDAR+, including our MD&A and annual information form for a discussion of these risk factors. During this call, we will also reference certain non-GAAP financial measures. A reconciliation to the most directly comparable IFRS measures is provided in our MD&A and earnings release. Unless otherwise noted, all amounts discussed today are in Canadian dollars. With that, I will now hand it over to our CEO, Zach Vaughan.

Thanks, Steven. Good morning, everyone. Thank you for joining us today for our Q1 results. In addition to the solid operating results that we're going to discuss in our remarks, we've continued to make progress as we simplify our business, lowering cost. Stephanie is going to give some more details about that specifically and recycling capital to be redeployed back here. Last quarter, we announced an agreement to sell a portfolio of 33 properties in Europe. And I'm pleased to say that the Netherlands portion of this portfolio closed at the end of April, and the remaining assets in Germany are expected to close in Q2. Our share of net proceeds from the entire transaction will be about $145 million, which is going to be redeployed to reduce leverage and support future growth. Also as a reminder, in late August of this year, we'll also be through our lockup period related to our public shareholders in New Zealand. These capital recycling opportunities, together with our current liquidity of over $400 million creates significant optionality for new investments going forward. During the quarter, we also reactivated our growth activities in Canada. We closed on the transitional care facility that's long-term leased to the Ottawa Hospital and we advanced progress on our new development with Royal Victoria Hospital or RVH in Barrie where we received zoning approval in April. Once RVH is completed, in 2029, the property is going to generate about $9 million of annual NOI or almost $0.04 a unit. This is income that's fully contracted, it's long term, and it's supported by government credit. And as hospitals and health systems across Canada increasingly shift towards outpatient, we're uniquely positioned as a partner of choice and continue to advance discussions with various Canadian health systems in Ontario, Alberta and Manitoba. We also have an active pipeline of follow-on acquisitions of standing assets at various stages of negotiations across Canada. And in the U.S., we're looking at several opportunities involving large, long-term lease critical health care assets and are advancing discussions with potential strategic operating partners. Turning to Q1 results. Our same-property NOI grew by 3% year-over-year. This is a great result, especially considering it included higher property expenses resulting from our decision to outsource facility management work in our Canadian portfolio. Absent this impact, our same-property NOI growth would have been 4%. In terms of leasing during the quarter, we completed about 324,000 square feet of leasing activity and we ended the quarter with portfolio occupancy of over 96% and a weighted average lease term of more than 12 years, which is the longest in the REIT sector. From a balance sheet perspective, we've made meaningful progress. Proportionate leverage stands at about 52.5% at the end of the quarter, and we expect this to decline below 50% once we receive all the proceeds from the European sale with our debt to EBITDA at that time expected to be in about the mid-8x range. And as I previously mentioned, we have significant available liquidity of more than $400 million before taking into account any additional proceeds from future recycling activities. Before handing the call over to Stephanie, just a quick update on Healthscope. We continue to work with the receiver and the creditors towards a resolution that would secure our previously disclosed transaction with a new operator. This transaction would allow all of our hospitals to transition to a top-tier not-for-profit operator. And while we would experience a nominal initial financial impact, we would also get the opportunity to participate in the longer-term profitability of those hospitals, which based on what we are seeing across all our assets in Australia just continue to improve. Now in April, a collective proposal from a number of operators, including our new partner -- our potential new partner was provided to acquire Healthscope's remaining hospitals. So those were the hospitals that did not find a buyer or home during the sales process. If this is approved by the lenders, this transaction would provide a solution for all the Healthscope hospitals, which is a critical outcome for all the stakeholders involved. And based on what we've seen so far, the lenders and receivers -- the lenders and receivers are actively engaging on this proposal, which is encouraging and in our view, moves us closer to a resolution. So to summarize just a few takeaways. First, we delivered a solid quarter with same property NOI growth at the upper end of our target range, even taking into account some property expense increases. Second, we have significant financial flexibility through our existing liquidity and anticipated recycling proceeds. Third, we're actively pursuing growth, both through our hospital and health system partnerships and through follow-on acquisitions in Canada and the U.S. And fourth, we believe we're getting much closer to a resolution on Healthscope. So pleased with the quarter and the outlook ahead remains quite positive. A top priority for us is to continue to demonstrate the strength of our portfolio by consistently delivering results, which we have been and continuing to tell our story and attract new capital to Vital. With that, I'm going to turn it over to Stephanie.

Thanks, Zach, and good morning, everyone. On today's call, I'll walk through Vital Infrastructure's first quarter financial and operating results, then I'll cover our balance sheet, including our debt maturities and liquidity before we move over to question-and-answer period. Before I begin, a quick reminder on our reporting baseline for 2026. Following the internalization of Vital Trust management structure at the end of 2025, Vital Trust is no longer consolidated within the REIT's results. We now account for our ownership interest as an equity accounted investment. And as a result, certain year-over-year comparisons are affected, particularly NOI, FFO, AFFO and other proportionate measures. Beginning in 2026, Vital Trust no longer contributes to proportionate NOI, and our investment is reflected in FFO and AFFO to distributions received rather than our proportionate share of underlying operating results. This treatment modestly reduced AFFO this quarter compared to prior year, but it aligns our reporting with the cash distributions we receive and provides a simpler, more transparent presentation consistent with how we assess this investment. Now turning to results. We delivered a solid start to the year with steady cash flow performance consistent with our long-term strategy. Same property NOI on a proportionate basis grew by 3% year-over-year to $57.4 million for the quarter, driven by contractual rent escalations, rentalized capital expenditures, higher parking income and improved cost reveries. In North America, SPNOI continued to be impacted by higher property operating costs compared with the prior year, primarily due to outsourced transition to outsourced facilities management effective in November of last year. Excluding this impact of the transition, overall SPNOI increased by 4% in the quarter compared with the same period last year. FFO was $0.11 for the quarter compared with $0.10 in Q1 of 2025 and $0.12 in Q4. AFFO per unit was $0.10, consistent with Q1 of '25 and lower than the $0.12 reported in Q4. As previously mentioned, one comparability item to highlight is the treatment of our Vital Trust investment. Beginning in January, following the deconsolidation of Vital Trust, the REIT's AFFO reflects cash distribution rather than our proportionate share of Vital Trust AFFO. This reduced AFFO by $1.7 million or $0.07 per unit compared with Q1 and by $1.4 million or $0.05 per unit compared with Q4 of '25. Q4 2025 also included a onetime current income -- income tax recovery of $1.3 million or $0.06 per unit, which did not recur in Q1. Furthermore, the internalization of Vital Trust Management had a modest net impact on FFO and AFFO compared with the prior quarter. As lower management fee income of $3.7 million was largely offset by G&A savings of $1.4 million and a reduction in interest expense of $1.7 million from debt repayment using internalization proceeds. Importantly, our AFFO payout ratio remains within our targeted range at 87% this quarter, improving from 92% in the same period last year. With respect to G&A, our proportionate G&A expenses for the quarter, excluding unit-based costs and severance were $10.6 million compared with $11.6 million in Q4 and $11.7 million in Q1 of '25. G&A is trending in line with our expectations as we capture savings from our platform simplification initiatives, including the Vital Trust internalization and the sale of the European portfolio. As a significant portion of our European platform transitions to TPG in Q2, we expect further reductions in regional G&A. By the end of 2026, we expect run rate G&A, excluding unit-based compensation and severance to be approximately $35 million per year, representing an approximate $12 million or 25% decrease from 2025. NAV per unit was $7.55 as at March 31, unchanged from December. NAV was impacted by $35 million of fair value losses in the quarter, primarily related to transaction price adjustments on the European assets held for sale and $26 million of mark-to-mark losses on Vital Trust units to their trading price at the end of the quarter. These impacts were partially offset by $42 million of unrealized foreign exchange gains on net equity. Turning to the balance sheet. The REIT's proportionate leverage was 52.7% as of quarter end. Our debt to adjusted EBITDA ratio was 8.6x, down from 8.7x on a comparable basis at December 31. Our weighted average interest rate was 4.76% with over 86% of our debt fixed rate or hedged and our weighted average term to maturity was 2.3 years. On our near-term maturities, we had approximately $380 million of remaining 2026 maturities at our proportionate share at March 31. However, subsequent to quarter end, we have repaid $65 million of Canadian mortgages and $16 million of European mortgages reducing our near-term maturities to approximately $300 million as of today. The remaining 2026 maturities include $206 million of term loans in our Australian joint venture that matures late in the fourth quarter of 2026. We are in active discussions with the lending syndicate and expect to renew this facility early in the third quarter. Today, available liquidity is over $400 million, providing us meaningful flexibility to execute on our priorities. In closing, our first quarter results demonstrate the durability of our portfolio, our disciplined approach to capital allocation and the progress we're making to strengthen the balance sheet. With resilient health care infrastructure demand supporting our assets and a proactive approach to capital management, Vital Infrastructure is well positioned to pursue opportunities and deliver sustained results in the quarters ahead. So with that, I'll turn it back to the operator to open it up for Q&A.

[Operator Instructions] Our first question comes from the line of Sairam Srinivas with ATB Cormac Capital Markets.

Zach, going back to your comments on acquisitions and the potential opportunities you're seeing both in Canada and down in the U.S., how should we be thinking about the timing of these opportunities and considering there was a lot of moving parts right now in the business, do you anticipate that slightly going up in the short term as you kind of consider these opportunities?

Yes, that's a good question. I think we're -- I mean, our pipeline is very active. I think we're targeting -- I think it's safe to assume a couple of hundred million of acquisitions this year of new acquisitions, funded with a combination of recycling proceeds and drawing on our current liquidity. So again, it's possible you see 1 quarter leverage tick up a little bit and then come down as we repatriate some proceeds from some of these activities. I -- that would not surprise me. But over the long term, we still want to keep our targets flat.

That's good to know. And Zach, as you kind of consider the potential opportunities for liquidity, how should we be thinking about the Vital units you currently hold? Is it something you probably consider probably liquidating towards the end of the year?

The -- our New Zealand unit, you mean?

Right. Yes.

Yes. Look, we are -- as part of our transaction, we had various stages of lockup or escrow. After the summer, effectively after August, we are free to create liquidity with that. So although we're not under any pressure to do so, and we wouldn't do it unless economically, it made sense. It's certainly an area for us that we can utilize to create liquidity and make future investments here.

[Operator Instructions] We have no further questions in queue.

Thank you.

Thank you very much, and we appreciate everyone's attention and interest. We are available for follow-up calls at any time. Have a great rest of your day. Thank you.

Thank you again for joining us today. This does conclude today's conference call. You may now disconnect.