Melcor Developments Ltd.
Annual Report 2024

Plain-text annual report

Annual Report Building community since 1923. 2024 Annual Report Building community since 1923. 2024 FINANCIAL HIGHLIGHTS ($000s except as noted) 2024 2023 Change Revenue 349,501 315,239 11% Gross margin (%)1 45% 45% (0)% Fair value adjustment on investment properties (28,439) (24,456) 16% Net income 33,528 62,980 (47)% Net margin (%)1 10% 20% (52)% Funds from operations2 93,806 84,455 11% Shareholders’ equity 1,242,630 1,209,578 3% Total assets 2,108,553 2,097,473 1% Cash from operations 98,626 48,808 102% Per Share Data ($) 2024 2023 Change Basic earnings 1.10 2.04 (46)% Diluted earnings 1.09 2.03 (46)% Funds from operations3 3.08 2.73 13% Book value3 40.92 39.45 4% Dividends 0.44 0.64 (31)% WHAT’S INSIDE BUILDING COMMUNITY Arizona and Colorado. With over 170 communities and commercial projects developed across western Canada since the 1950s and over 2.8 million square feet in commercial projects built, we have helped to shape much of Alberta’s landscape. At December 31, 2024, we managed 4.76 million square feet in commercial real estate assets and 452 residential rental units in the United States and Canada. We are committed to building communities that enrich quality of life. We have been publicly traded since 1968 (TSX:MRD) Since 1923, our focus has been the business of real estate. While the specifics of our business have changed over the years to reflect the times, real estate is fundamental to who we are. Today, we are a diversified real estate development and asset management company. We transform raw land into high-quality residential, commercial and mixed-use real estate. We develop and manage master-planned residential communities, business and industrial parks, office buildings, retail commercial centres and golf courses. Melcor owns a diversified portfolio of assets in Alberta, Saskatchewan, British Columbia, 1. Supplementary financial measure. 2. Non-GAAP financial measure. 3. Non-GAAP financial ratio. Refer to the Non-GAAP and Non-Standard Measures section on page 42 of our annual MD&A (available on SedarPlus.com and at Melcor.ca/Investors) for further information. 3 Key Metrics 4 Letter from the Executive Chair and CEO 6 Letter from the Chief Operating Officer and CFO 8 Corporate Governance 10 5 Year Results 11 Corporate & Shareholder Information 2024 REVENUE BY DIVISION 2024 GROSS MARGIN BY DIVISION KEY METRICS 2024 2024 2024 2024 2023 2023 2023 2023 2022 2022 2022 2022 2021 2021 2021 2021 2020 2020 2020 2020 REVENUE ASSETS FUNDS FROM OPERATIONS SHAREHOLDERS’ EQUITY 349,501 93,806 2,108,553 1,242,630 315,239 84,455 2,097,473 1,209,578 241,747 60,859 2,167,050 1,178,336 315,628 81,327 2,113,927 1,116,469 226,818 51,424 2,001,285 1,077,429 LAND LAND 64+36+L 39+61+L 64% 39% REIT REIT 20+80+L 57+43+L 20% 57% GOLF GOLF 3+97+L 43+57+L 3% 43% PROPERTIES PROPERTIES 13+87+L 59+41+L 13% 59% LETTER FROM THE EXECUTIVE CHAIR & CEO On behalf of the Board of Directors, I am pleased to share our results for the year ended December 31, 2024. Melcor posted a strong year with record results. Our diversified portfolio and disciplined approach enabled us to deliver both record revenues and record funds from operations (FFO), with FFO up 11% over 2023 to $93.8 million and consolidated revenue up 11% to $350 million. During the year, we took significant steps to consolidate our corporate structure as we undertook a transaction to acquire all of the outstanding public interest in Melcor REIT. In April 2025, Melcor completed this transaction, acquiring the public units at a price of $5.50 per unit. I want to extend my sincere thanks to the Melcor Board, as well as the Trustees of the REIT for their leadership throughout this process, including Ralph Young and Andy Melton who have both served as REIT Trustees since inception of the REIT. With the REIT assets now held under Melcor’s corporate structure, we believe we are better positioned to deploy appropriate capital to those assets with flexibility and discipline. From a capital management perspective, we remained cautious and conservative. We reduced our general debt throughout 2024, in anticipation of the closing of the transaction with Melcor REIT. We also continued returning capital to shareholders through dividends and share buybacks. In 2024, we repurchased 356,703 shares at a cost of $4.3 million. We continue to believe that our shares trade at a discount to their intrinsic value and that buybacks are a prudent use of capital. While net income declined in 2024, this was largely due to non-cash fair value losses driven by market- based revaluations of investment properties and REIT units—factors that do not reflect our core operating performance. FFO continues to provide the clearest measure of our ongoing results and increased 11% compared to 2023. Looking ahead, we remain alert to risks, including ongoing inflationary pressures, tariff uncertainty, and recession concerns in North America. At the same time, Alberta continues to benefit from positive demographic trends and job creation. We are well-positioned to respond with agility as opportunities arise. For over a century, Melcor has endured through change by remaining focused on the fundamentals: prudent risk management, disciplined reinvestment, and a long-term view. These proven business principles, together with the “Golden Rule”, continue to guide our strategy today. I would like to thank our Board for their ongoing counsel, and extend appreciation to our management and staff for their dedication throughout the year. To our shareholders, customers, and partners, thank you for your continued trust. 2024 Annual Report 4 Tim Melton Executive Chair & CEO May 13, 2025 TIMOTHY MELTON EXECUTIVE CHAIR AND CEO A new phase in the estate community of Jagare Ridge in Edmonton. Construction of a commercial retail unit (CRU) at Winterburn Point in west Edmonton. The community garden, orchard and pump track at Lanark Landing in Airdrie. 2024 Annual Report 5 LETTER FROM THE COO & CFO As we look back on 2024, the year was defined not only by record-setting financial performance, but also by our efforts to set up our company for long- term success. We delivered strong results across our business, strengthened our financial position, and made meaningful progress toward aligning our structure for the future – culminating in the acquisition of the remaining public interest in the REIT in April 2025. Through 2024, we prepared for this transaction by paying down debt to strengthen our balance sheet and increasing our credit facility. This provided us ample room on our credit facility to redeem the REIT debenture in December 2024 and ultimately fund the transaction itself in April 2025. Post-transaction, we anticipate future savings through the elimination of certain public company costs and duplicative governance structures. Bringing this transaction to the finish line required substantial coordination, review, and due diligence. I am incredibly proud of our team for the professionalism and rigour they brought to every stage of the process. Our Land division once again drove the business, contributing 64% of total revenue and 75% of segment earnings. Alberta’s population growth and strong housing demand supported healthy single-family lot sales and a notable uptick in multi-family land sales, with over 37 acres sold – the highest level in more than a decade. The multi-family market is now beginning to show signs of moderation as supply and demand recalibrate. We also sold nearly 1300 single family lots and registered 17 new phases across 10 communities. In the United States, our land business remained quiet this year, with no single-family lot sales and limited paper lot activity. This part of our portfolio continues to generate uneven revenue by nature as it is driven by bulk transactions. The strength of our land portfolio reinforces the importance of holding the right inventory in the right places – and maintaining the operational agility to bring it to market as demand dictates. On the income-producing side, our Canadian properties delivered steady performance. In contrast, our U.S. commercial portfolio – composed entirely of office buildings – remains challenged. Return-to- office trends have lagged those in Canada, and this is reflected in both occupancy and rental rates. We remain focused on value creation through prudent development and leasing strategies, while also evaluating the long-term potential of each asset within our portfolio. We believe this disciplined approach is key to navigating today’s higher-cost environment. In 2024, our Properties team completed five new retail buildings totaling over 95,000 square feet and has an additional 82,000 square feet under construction. These developments enhance our long-term portfolio and align with our focus on service oriented retail. General and administrative (G&A) expenses were elevated in 2024, increasing by $7.1 million or 31% over the prior year. This increase is attributable entirely to the REIT transaction, including professional fees associated with legal, advisory, valuation and committee oversight work. These are one-time costs and are not expected to repeat. 2024 Annual Report 6 Naomi Stefura Chief Operating Officer & Chief Financial Officer May 13, 2025 Despite these extraordinary expenses, our operating performance was strong. Funds from Operations (FFO) reached an all-time high of $94 million, up 11% over 2023, supported by higher gross profit and prudent cost control in our operating divisions. As we look forward, we continue to monitor the broader macroeconomic environment. While Alberta remains a bright spot – supported by strong interprovincial migration and projected GDP growth – headwinds remain. Uncertainty around tariffs, inflationary pressures, and the potential for a recession may impact demand and capital markets in the months ahead. We are entering this period with a strong balance sheet, a healthy pipeline of projects, and a clear, measured approach to risk. That we achieved strong results while simultaneously executing a complex and transformative transaction reflects the dedication and expertise of our team. I am grateful to work alongside such a talented group of people and proud of what we accomplished together in 2024. To our shareholders, customers, and partners: thank you for your continued support. Together, we are building strong communities and a stronger future. NAOMI STEFURA CHIEF OPERATING OFFICER & CFO Sunset Ridge and Pinnacle Estates in Cochrane. 2024 Annual Report 7 CORPORATE GOVERNANCE We are committed to effective corporate governance practices as a core component of our operating philosophy. Strong governance practices lay the foundation for a sustainable company and long-term value creation for our shareholders. As governance practices evolve, we periodically review, evaluate and enhance our governance program. Here are a few highlights of our program: INDEPENDENCE The majority of our directors are independent and our committees are comprised of a majority of independent directors. The independent directors meet in camera (without management and related directors) for a portion of each meeting held. As our Chair is related to Melcor, we have appointed a Lead Director, Cathy Roozen, who is independent of the company. Ms. Roozen chairs the in camera sessions and ensures that the board conducts itself in accordance with good governance practices. INTEGRITY: THE HEART OF OUR BUSINESS The highest standard of ethical conduct has always been at the heart of Melcor’s operating philosophy. All employees, directors and officers follow (and annually sign) our Code of Business Conduct and Ethics, which governs Melcor’s work environment, regulatory compliance and the protection of our assets and reputation. The Code can be found on our website at www.melcor.ca. STRATEGIC PLANNING PROCESS The board ensures that Melcor establishes a solid strategy designed to optimize shareholder value. This process includes active consultation with management on the issues, business environment, assumptions, goals and financial budgets that underpin the strategy and ensures that risk levels are appropriate. To ensure that the board is fully informed and engaged in the strategic issues and critical risks of our business, one meeting each year is dedicated to the review and approval of our strategic plan to manage risk, protect shareholder value and build a sustainable business. ALIGNMENT WITH SHAREHOLDER INTERESTS Our compensation philosophy is to pay for superior performance. Thus a significant portion of executive compensation is “at risk”: tied directly to results and thus linked to Melcor’s success. This ensures alignment with shareholder interests and a focus on long-term value creation. 2024 Annual Report 8 Janet Riopel icd.d Edmonton, Alberta, Canada Independent President & CEO, TREYL Communications Director Since 2022 Attendance 100% Compensation $40,500 Shareholdings 1,750 Committees Audit, Independent Catherine Roozen aoe, lld Edmonton, Alberta, Canada Independent | Lead Director Director & Secretary, Cathton Investments Director Since 2007 Attendance 100% Compensation $59,500 Shareholdings 145,600 Committees Audit, Governance (Chair), Independent Director Since 2021 Attendance 100% Compensation $52,500 Shareholdings 5,000 Committees Audit (Chair), Independent Bruce Pennock ca, cpa Edmonton, Alberta, Canada Independent Partner, Pennock Acheson Nielsen Devaney Ralph Young peng, mba Edmonton, Alberta, Canada Independent Corporate Director Director Since 1976 Attendance 100% Compensation $34,500 Shareholdings 1,405,300 Committees Governance Andrew Melton Calgary, Alberta, Canada Related Corporate Director Director Since 1985 Attendance 100% Compensation $nil Shareholdings 228,924 Committees Investment Douglas Goss qc, aoe Edmonton, Alberta, Canada Independent Counsel, Bryan & Company LLP Director Since 2021 Attendance 100% Compensation $37,500 Shareholdings 2,500 Committees Governance, Independent (Chair) Kathleen Melton icd.d Calgary, Alberta, Canada Related Corporate Director Director Since 2016 Attendance 100% Compensation $57,000 Shareholdings 42,950 Committees Governance, Investment Timothy Melton Edmonton, Alberta, Canada Related Executive Chair & CEO, Melcor Director Since 1973 Attendance 100% Compensation $nil Shareholdings 2,391,279 Committees Investment 2024 BOARD OF DIRECTORS 2024 Annual Report 9 FIVE YEAR PERFORMANCE MEASURES 2024 % CHANGE 2023 % CHANGE 2022 % CHANGE 2021 % CHANGE 2020 ASSETS ($000s) 2,108,553 0.5% 2,097,473 (3.2)% 2,167,050 2.5% 2,113,927 5.6% 2,001,285 SHAREHOLDERS’ EQUITY ($000s) 1,242,630 2.7% 1,209,578 2.7% 1,178,336 5.5% 1,116,469 3.6% 1,077,429 REVENUE ($000s) 349,501 10.9% 315,239 30.4% 241,747 (23.4)% 315,628 39.2% 226,818 GROSS MARGIN1 45.0% 45.2% 48.9% 44.4% 43.3% ADMINISTRATIVE EXPENSES/REVENUE1 8.6% 7.3% 9.5% 6.9% 8.0% BASIC EARNINGS PER SHARE ($) 1.10 (46.1)% 2.04 (25.8)% 2.75 61.8% 1.70 400.0% 0.34 NET INCOME ($000s) 33,528 (46.8)% 62,980 (29.5)% 89,354 58.7% 56,311 391.2% 11,464 FFO2 ($000s) 93,806 11.1% 84,455 38.8% 60,859 (25.5)% 81,327 58.1% 51,424 FFO PER SHARE3 ($) 3.08 12.8% 2.73 45.2% 1.88 (23.8)% 2.46 58.7% 1.55 AVERAGE SHARE PRICE ($) 12.10 4.6% 11.56 (12.7)% 13.24 4.0% 12.73 55.1% 8.21 DIVIDEND PER SHARE ($) 0.44 (31.3)% 0.64 10.3% 0.58 31.8% 0.44 29.4% 0.34 DIVIDEND YIELD4 3.64% 5.53% 4.38% 3.5% 4.1% BOOK VALUE PER SHARE3 ($) 40.92 39.45 37.71 11.3% 33.87 4.0% 32.56 AVERAGE BOOK VALUE PER SHARE5 ($) 40.33 4.1% 38.73 12.2% 34.50 8.6% 32.66 (1.8)% 33.26 AVERAGE MARKET /AVERAGE BOOK6 ($) 0.30 0.30 0.38 0.38 0.25 PRICE/EARNINGS RATIO7 11.00 94.0% 5.67 24.3% 4.81 7.49 24.15 RETURN ON EQUITY8 2.70% 5.21% 7.58% 5.04% 1.06% RETURN ON ASSETS9 1.59% 3.00% 4.13% 2.66% 0.57% DEBT/EQUITY RATIO10 (EXCLUDING REIT UNITS) 0.64 0.69 0.78 0.81 0.80 ASSET TURNOVER11 16.58% 15.03% 11.16% 14.93% 11.33% 1. Supplementary financial measure. Refer to Non-GAAP and Non-Standard Measures in the annual MD&A (page 42-44). 2. Non-GAAP financial measure. Refer to Non-GAAP and Non-Standard Measures in the annual MD&A (page 42-44). 3. Non-GAAP financial ratio. Refer to Non-GAAP and Non-Standard Measures in the annual MD&A (page 42-44). 4. Dividend yield is dividends per share divided by the average share price. 5. Average book value per share is the average of the book values at each quarter end date. 6. Average market/average book is the average share price divided by the average book value per share. 7. Price/earnings ratio is the average share price for the year divided by the basic earnings per share. 8. Return on equity is net income for the year divided by equity at year end. 9. Return on assets is net income for the year divided by assets at year end. 10. Debt/equity ratio is debt, excluding REIT units, divided by shareholders equity. 11. Asset turnover is revenue divided by assets at year end. 2024 Annual Report 10 Melcor will be hosting a virtual AGM this year. Please see the information circular for details on how to participate and vote during the meeting. As usual, there will be a question & answer period following the formal portion of the meeting. Annual Meeting: June 24, 2025 | 11:00 am MT Meeting Access: web.lumiagm.com/273671855 Meeting ID: 273671855 Meeting Password: melcordev25 PROXY DEADLINE: Friday June 20, 2025 | 11:00 am MT For shareholder services, including dividend information, change of address and lost share certificates, please contact: Odyssey Trust Trader’s Bank Building 702 67 Yonge Street Toronto, ON M5E 1J8 1-888-290-1175 https://odysseycontact.com Earnings Dates: Q1-2025 – May 13, 2025 Q2-2025 – August 14, 2025 Q3-2025 – November 6, 2025 Q4-2025 – TBD Dates are subject to change without notice. Melcor Developments Ltd. 900, 10310 Jasper Avenue Edmonton, AB T5J 1Y8 P. 780.423.6931 1.855.673.6931 Exchange Listing Toronto Stock Exchange: MRD Auditors PricewaterhouseCoopers LLP Legal Counsel Bryan & Company LLP Investor Relations P. 1.855.673.6931 ir@melcor.ca ANNUAL GENERAL MEETING SHAREHOLDER SERVICES KEY DATES CORPORATE INFORMATION Suite 900, 10310 Jasper Avenue Edmonton, AB T5J 1Y8 780.423.6931 1.855.673.6931 IR@Melcor.ca www.Melcor.ca

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