American Hotel Income Properties REIT LP (HOTUN) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to the Annual and Special Meeting of the Unitholders of American Hotel Income Properties REIT LP being held this year via conference call. [Operator Instructions] And the conference is being recorded. [Operator Instructions] I would now like to turn the meeting over to Mr. Michael Murphy. Please go ahead, Mr. Murphy.

Thank you, operator. Ladies and gentlemen, the Annual and Special Meeting of American Hotel Income Properties REIT LP will now come to order. I will refer to the LP as the REIT throughout this meeting. My name is Michael Murphy, I'm Chair of the REIT's General Partner, American Hotel Income Properties REIT (GP) Inc. I will act as Chairman of this meeting in accordance with the amended and restated limited partnership agreement of the REIT. The proxies for unitholders for the meeting are held by me and are also attending as registered unitholders. We are certain other representatives are attending today. Our attendance in person satisfies the requirements of the amended and restated limited partnership agreement of the REIT. We've made it possible for unitholders and guests to participate in this meeting via teleconference. Although they may not be considered to be in attendance at the meeting itself, nor will they be entitled to vote, this is a hybrid solution to the manner in which annual meetings are still commonly being held at this time. We hope to return to the normal style of holding an in-person annual meeting next year. I will ask for Mr. Brian Canfield, act as Secretary for this meeting. With the consent of the meeting, I will ask Marissa Beintema of Computershare Investor Services, Inc. to act as scrutineer of the meeting. The Secretary has tabled for inspection by any unitholder or proxy holder a confirmation that the notice calling this annual and special meeting was made available to the unitholders in accordance with the amended and restated limited partnership agreement by which the REIT is governed and applicable law. With the consent of the meeting, the reading of the notice of the meeting will be dispensed with, and I'll ask the secretary to append the confirmation to the minutes of this meeting as a schedule. Has the scrutineer submitted the report on attendance to the Secretary?

Yes, Mr. Chair.

I adopt the scrutineers' report -- I'm sorry.

Yes. And the particulars are as follows. We don't have any in person. We have 532 shareholders or unitholders in this case by proxy, representing 16,053,931 units. That's, in fact, the total that represents 20.39%.

I adopt the scrutineers' report and declare accordingly that a quorum is present. As there is a quorum present and as adequate notice of this meeting has been given, I now declare this annual and special meeting to be regularly called and properly constituted for the transaction of business. Before continuing with the formal part of the meeting, I'd like to introduce you to other representatives of the REIT with me today. Jonathan Korol, our Chief Executive Officer; Travis Beatty, our Chief Financial Officer; Chuck van der Lee, our Vice Chair; Rob O'Neill, a Director and Co-Founder; Rick Frank, a Director. You've already met Brian Canfield, our Counsel, who is acting Secretary for the meeting. We will first deal with the formal business to fulfill the legal requirements of this meeting, following which our Chief Executive Officer, will present a report and answer any questions you might have. As a matter of procedure, I ask that unitholders wishing to speak during this meeting, please identify themselves by name and indicate that they are a unitholder or if a proxy holder, their name and the name of the unitholder they represent by proxy. Only those registered unitholders and duly appointed proxy holders that are attending the meeting and have been already given a unique pin from Computershare will be permitted to ask questions. Other persons attending the meeting as guests will not be permitted to ask questions. Questions will only be addressed in the question period at the end of the meeting, following the Chief Executive Officer's report on the business of the REIT. I'd like to confirm that the voting on all resolutions today will be a show of hands by our registered holders and duly appointed proxy holders present in person at the meeting, unless a ballot is required or call for. As described in the information circular for this meeting, there will be no voting by those participating via the teleconference. I now ask the Secretary to read the proposed motion to approve the minutes of the annual and special meeting of the REIT held on June 17, 2021.

Thank you, Mr. Chair. Be it resolved that the minutes of the annual and special meeting held on June 17, 2021, be approved with our reading same.

Who will move the motion?

So moved.

Who will second the motion?

I second the motion.

Is there any discussion on this motion? All in favor of this motion, please signify by raising your right hand. [Voting]

Any against? [Voting]

I declare this resolution to be carried. The financial statements of the REIT for the year ended December 31, 2021, and the report of the auditors thereon were made available to the unitholders prior to this meeting. If there are any questions which any unitholder would like to ask in respect of the financial statements and the report, I'd be glad to answer them or call on others to do so during the question period at the end of the meeting. It's now in order to proceed with the nomination and election of the directors of the General Partner of the REIT. The Board has determined that the number of directors appropriate for the current size of the REIT is and has resolved to fix the number of directors at 8 for purposes of election or directors of this meeting. As has been explained in the information circular for this meeting, although the election of directors the General Partner would usually fall within the authority of the shareholders of the General Partner to approve a voting trust agreement was entered into with a third-party trustee at the time of the REIT's initial public offering. It effectively allows unitholders to vote for the election of directors by providing a direction to this trustee to ensure the election of directors is carried out in accordance with the wishes of the unitholders. We've received no nominations for election as a director for the ensuing year from outside parties in accordance with the REIT's limited partnership agreement. I now ask the Secretary to read the names of the persons nominated as directors as listed in the rights -- in the REIT's information circular.

Mr. Chair, the names of the persons nominated as directors of the REIT for the ensuing year as follows: Matthew Cervino, Stephen Evans, Richard Frank, Mahmood Khimji, Tamara Lawson, Michael Murphy, Rob O'Neill and then finally, Charles van der Lee. I confirm that each of these nominees has consented to act.

Since the number of nominees is the same as the number of vacancies to be filled, and I ask for someone to move a resolution at the third-party trustee. I have already mentioned be it directed to elect those persons nominated for election as directors of the General Partner to hold office until the next annual meeting. Who will move this motion?

So moved.

Who will second the motion?

I second the motion.

Any discussion on this motion? All in favor of this motion, please signify by raising the right hand. [Voting]

Any against? [Voting]

I declare this resolution duly carried. The next item of business before the meeting relates to the appointment of auditors of the REIT. I now ask for someone to move a resolution that KPMG LLP chartered professional accountants be appointed as auditors for the REIT for the ensuing year and that the directors of the General Partner be authorized to fix the remuneration to be paid to the auditors. Who will move the motion?

So moved.

Who will second the motion?

I second the motion.

Is there any discussion of this motion? All those in favor of this motion, please signify by raising your right hand. [Voting]

Any against? [Voting]

I declare this motion duly carried. The next item of business before the meeting is to consider and if thought fit to approve with or without variation an ordinary resolution for the renewal and amendment and restatement of the amended and restated securities-based compensation plan of the REIT dated May 8, 2019, all as more particularly described in and subject to the information circular accompanying notice of this meeting. The text of the proposed ordinary resolution approving the renewal and amended and restatement of the securities-based compensation plan of the REIT is set forth in the information circular accompanying notice of this meeting. Does any unitholder ask that the text for this ordinary resolution be read. Hearing none, I declare that the text of the ordinary resolution to appear in the minutes of the meeting be set forth in the information circular. Who will make this motion?

So moved.

Who will second the motion?

I second the motion.

This ordinary resolution requires a simple majority of the votes cast by unitholders represented at the meeting and who voted upon such resolution. Is there any discussion on this motion? In order to ensure we have an accurate record to vote on the order of ballot of this solution. Will the scrutineer, please ensure that each security holder entitled to vote has a ballot. Will you be pleased in the appropriate space on the ballot you received before returning them to the scrutineer. Has everyone received their ballots?

Yes, Mr. Chair.

I will now declare the ballot closed. I will now ask the Secretary to read the results of the ballot.

Thank you, Mr. Chair. For the motion, we've got 12,302,035 units, 84.34%. Against, we've got 2,284,706 units, representing 15.66%.

I declare that the resolution has been duly carried. The next item of business before the meeting is to consider and if thought fit to approve with or without variation an ordinary resolution for the reconfirmation and amendment and restatement of the amended and restated unitholder rights plan agreement made as of May 8, 2019, between the REIT and Computershare Investor Services Inc, all is more particularly described in and subject to the information circular accompanying notice of this meeting. The text of the proposed ordinary resolution approving the confirmation and amendment and restatement of the unitholder rights plan agreement between the REIT and Computershare Investor Services, Inc. is set forth in the information circular accompanying the notice of this meeting. Does any unitholder ask that the text of this ordinary resolution be read? Hearing none, I declare that the text of the ordinary resolution to appear in the minutes of the meeting be as set forth in the information circular. Who will move this motion?

So moved.

Who will second the motion?

I second the motion.

This ordinary resolution requires a simple majority of the votes cast by unitholders represented at the meeting and who voted upon such resolution. Is there any discussion on this motion? In order to ensure we have an accurate record of the vote, I will order a ballot on this resolution. Will the scrutineer, please ensure that each security holder entitled to vote has a ballot. We please mark an X in the appropriate space on the ballot you received before returning them to the scrutineer. Has everyone got in their ballots?

Yes, Mr. Chair.

I'll now ask Secretary to read the results of the ballot.

For the motion, we've got 14,243,670 units. That represents 97.65%. Against, we've got 343,071 units, 2.35%.

I declare this resolution has been duly carried. Is there anything further business to be brought before this meeting? If not, I would call for a motion to conclude the formal portion of the meeting. Who will make the motion?

So moved.

Who will second the motion?

I second the motion.

All those in favor of the motion, please signify by raising your right hand. [Voting]

Any against? [Voting]

I declare that this resolution duly carried and the formal portion of this meeting to be concluded. I'd like to now call upon Jonathan, our Chief Executive Officer, to review the business of the REIT.

Mr. Chair before Jonathan speaks, it's Brian Canfield, I just want to read out the legal disclaimer. As with all of the REIT's investor discussions, I need to point out that Jonathan's remarks today will include forward-looking information as defined by applicable Canadian securities laws. Comments that are not a statement of fact, including projections of future performance, are considered forward-looking information and are based on various assumptions, which we believe are reasonable based on currently available information, but may not prove to be true and involve various risks and uncertainties and should not be read as guarantees of future performance or results. The risks and uncertainties that could cause our actual financial and operating results to differ significantly from our forward-looking statements are detailed in MD&A and other Canadian securities filings available on SEDAR and at AHIP's website.

Thanks, Brian, and thanks, Michael. Good morning, everyone, and thank you for joining us for our annual and special meeting of unitholders. In continued consideration of health and safety recommendations, we are once again hosting this year's meeting virtually via teleconference for many of our unitholders today. We hope that you and your families continue to stay safe and healthy. It's my privilege to address all of you today. 2021 was another busy year at AHIP, one that saw us continue to improve the performance of our hotel portfolio following the disruptions caused by the COVID-19 pandemic in 2020. Ultimately, this improvement in our operations led us to announce the reinstatement of our distribution in November of last year. We were proud to be 1 of the first North American hotel lodging REITs to do this and the announcement signified the confidence that myself, our management team and our Board has in the tremendous resilience of our portfolio during the challenging operating environment that we have experienced over the last couple of years. For 2021, AHIP's portfolio of 78 Marriott, Hilton and IHG branded properties proved to be able to operate efficiently at varying occupancy levels, speaking to the ability of the select service operating model to expand and contract for varying demand environments. During 2021, we witnessed an acceleration in the recovery of our business. Despite an ever-changing operating environment that presents unique challenges for our corporate team and hotel associates, our business continued to narrow the gap to 2019 revenue levels in each quarter of the year. This was true for all 3 segments of our business. Our 49 select-service properties, our 24 extended stay hotels and our 5 property Embassy Suites segment. For the year, our operating margins were up by 370 basis points versus 2019, a meaningful amount. This proves and points to the brand-driven modification to services and amenities in the operating model that have benefited hotel owners, in addition to rate recapture driving the demand recovery. We expect this dynamic to continue, perhaps tempered in the short term by the impact of inflation on the cost side of our business. 2021 also saw us make important addition to our team, both at the senior management and Board levels. In late January 2021, we announced a $50 million strategic investment in AHIP by a joint venture limited partnership formed by BentallGreenOak and Highgate Capital. The investment was made on a private placement basis through the issuance of preferred stock and warrants. As part of the investment, we are proud to welcome a representative from each of BentallGreenOak and Highgate to our Board of Directors. On the senior management team, we were able to add 2 key members: Travis Beatty as Chief Financial Officer; and Edward Chang, Managing Director of Real Estate. Travis brings a wealth of experience in Canadian public REIT space and bolsters our collective financial and capital markets expertise. In addition, Edward's experience in the hotel asset management has been a quality addition to our internal capabilities. We are continuing to improve our leverage and liquidity profile. In Q4, we refinanced our convertible debentures well ahead of their June 2022 maturity. Our cash position is improving, while our debt to gross book value declined every quarter in 2021, improving by 460 basis points for the year. Going forward, our association with top global hospitality brands, combined with the strong value proposition of the premium branded select service hotel model, bodes well for continued strong performance. Our geographically diverse portfolio provides us with security in uncertain times and the potential to produce strong returns for our investors during periods of economic prosperity. Very impressed with the dedication of our team, our external manager and the many associates at our hotels whose combined efforts have allowed us to operate profitably in a very challenging macro environment. As a whole, the efforts of the team to reap significant benefits to the company and its unitholders. As we look ahead, we're encouraged by the fact that room rate continues to be the catalyst for revenue growth. As the only real estate asset class with the ability to set rates daily, we are well positioned for an inflationary environment. Our ability to continue to drive revenue growth through rising room rates will allow us to offset near-term inflationary cost pressures. AHIP's strategy of investing in a diversified portfolio of premium brand select service hotels across the U.S. will continue to allow it to perform very well during broader economic uncertainty. As we look ahead, we'll continue to focus our asset management efforts on expense control and margin preservation to ensure that as higher occupancies lead to further rate growth, those gains flow directly to our bottom line. Our current public market valuation continues to be significantly discounted to private market values and replacement costs for our portfolio. In my opinion, as performance continues to accelerate as the recovery takes hold, this gap will close through sustained cash flow production. Besides this, we will continue to evaluate all opportunities to close this public to private market value guest. Our stated mandate remains to drive attractive yields for our investors while maximizing long-term value. I'll close now by thanking all of our corporate team, our hotel manager and all of our hotel staff for their efforts in these unique times. I would also like to thank our lending partners and fellow unitholders for their ongoing support and look forward to growing our relationships in the future as our business continues to grow in the years ahead. With that, let's open up the call to questions from registered unitholders. Operator?

Thank you. [Operator Instructions] There do not appear to be any callers in queue.

Thank you, operator. That concludes the agenda for the meeting. I'd like to thank all for their attendance.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.