Canadian Apartment Properties Real Estate Investment Trust (CARUN) Earnings Call Transcript & Summary

Good afternoon, everybody. Apologies for the technical difficulties leading to the delay at the start of the meeting. My name is Corinne Pruzanski. I am CAPREIT's General Counsel and Corporate Secretary. I will act as a moderator for today's meeting. Before the start of the meeting, we would like to outline the agenda and various procedures and guidelines. In terms of the agenda, our Chair, Michael Stein, will call the meeting to order and address various preliminary matters. The items of business to be voted on will then be moved, voted on and the results of the meeting announced. We will hold a Q&A session following the management presentation at the end of the meeting. For the purposes of today's meeting, voting on all the matters will be conducted by a single electronic ballot. Registered unitholders and proxy holders of record can use the electronic ballot feature available on your screen. You are encouraged to complete your electronic ballot during the allotted time prior to the start of the formal portion of today's meeting. Please note that if you have logged into the meeting using your control number and received a vote, you will have revoked any previously submitted proxies. If during the course of the meeting, we encounter any other technical difficulties of the webcast, please remain logged on, and we will return as soon as practicable. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR. A number of factors and assumptions were applied in the form of forward-looking such statements and actual results could differ materially. For additional information with respect to forward-looking statements, factors and assumptions, we direct you to CAPREIT's public filings, including our most recently filed annual information form and MD&A. I will now turn things over to our Chair, Mr. Stein.

Good afternoon, and welcome to this meeting of CAPREIT unitholders. My name is Michael Stein, and I'm the Chair of the Board of Trustees. Thank you, Corinne, for outlining today's agenda, procedures and guidelines. The meeting will now come to order. As Chair of the Board, I will act as Chair of the meeting. In the event I'm disconnected from the meeting as a result of technical difficulty, Mr. Kenney will assume the role of Chair of the meeting. Ms. Corinne Pruzanski, the REIT's Corporate Secretary, will act as Secretary of the meeting. With the concurrence of the meeting, I appoint Patty Sigiannis of Computershare Trust Company of Canada to act as Scrutineer. I have been informed by the Scrutineer that we have unitholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum. I therefore declare that there is a quorum at this meeting. The Scrutineer's report will be kept by the Secretary with the records of the meeting. The notice of this annual and special meeting of unitholders dated April 13, 2022 was mailed on April 28, 2022, to all unitholders of record as of April 14, 2022. The matters to be considered at today's meeting is set out in the Notice of Meeting and Management Information Circular. This year, CAPREIT used the Notice and Access process to deliver the notice of meeting and the accompanying forms proxy. The management information circular and financial statements, including the auditor's report and the accompanying management's discussion and analysis, such materials are posted online at envisionreports.com/camq2022 for unitholders to access and are also available on CAPREIT's SEDAR page. Proof of mailing of the notice and access notice has been filed with me. I direct that a copy of the notice of the meeting together with proof of service be kept by the Secretary with the records of the meeting. Accordingly, I will dispense with the reading of the notice of meeting. I now declare the meeting regularly called and properly constituted for the transaction of business. The first matter on the agenda is the presentation of the consolidated financial statements for the year ended December 31, 2021, and the report of the auditors. Copies of such documents are available on CAPREIT's SEDAR page and have been mailed to the unitholders requested paper copies of such statements in accordance with CAPREIT's amended and restated Declaration of Trust. Financial statements are presented to the meeting, but no other action is required with respect to them. It is now in order to move to today's formal items of business. I will move each item, and I've been advised by Mr. Kenney and Ms. Pruzanski, both registered holders in attendance today, that they will be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. As previously indicated, live voting on the applicable items of business to come before today's meeting, will be by electronic ballot. The polls are now formally open for electronic voting. Voting will close once all resolutions have been formally dealt with. Once voting closes, the Scrutineers will tabulate the results of the vote for each matter. All items of business in the management information circular will now be moved. And first, the election of trustees. The 8 trustees to be elected by the unitholders of the REIT shall hold office until the close of business of the first annual meeting of unitholders of the REIT following election or until their successors are elected or appointed. The management Information circular sets forth the background of each of the 8 nominees and the qualifications considered in making trust denominations. The proposed nominees as listed in the circular are Lori-Ann Beausoleil, Harold Burke, Gina Parvaneh Cody, Mark Kenney, Poonam Puri, Jamie Schwartz, Elaine Todres, and Rene Tremblay. Thank you to the nominees for agreeing to stand for election. I move to formally nominate as a trustee, each of the proposed nominees as listed in the management information circular. As there were no nominations in accordance with the advanced notice requirements of the REIT's advanced notice policy, I declare nominations closed. I also move to elect each of the 8 named individuals as trustees of the REIT. As advised earlier, I will take such motions as seconded. Formal discussion, if any, will take place once all items of business in the management information circular have been moved. The next matter on the agenda is the appointment of auditors for the ensuing year and to authorize the trustees of the REIT to fix the remuneration of the auditors. The Audit Committee of the REIT has approved, subject to unitholder confirmation, the appointment of PricewaterhouseCoopers LLP as auditors of the REIT. I move the resolution be approved reappointing PricewaterhouseCoopers LLP, chartered accountants as auditors of the REIT to hold office until the close of the next annual meeting or until a successor is appointed and I take such motion as seconded. The next item of business before the meeting today is the consideration and approval of the nonbinding advisory resolution accepting the REIT's approach to executive compensation described in the management information circular. I move that such resolution be approved and take such motion as seconded. The next item of business is the ordinary resolution approving amendments to CAPREIT's deferred unit plan, employee unit purchase plan and restricted unit rights plan referred to as CAPREIT's equity incentive plans to increase the maximum number of units issuable thereunder from 9.5 million units to 11.5 million units. The text of the resolution increasing the maximum number of units issuable under CAPREIT's equity incentive plans is set forth in Appendix 2 of the Management Information Circular. In order for this ordinary resolution to be passed, it must be approved by the affirmative vote of not less than the majority of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. I move the such resolution be approved and take such motion as seconded. The next item of business is the ordinary resolution approving the amendment and restatement of CAPREIT's deferral unit plan as more particularly described in the management information circular. The text of the resolution approving the amended and restated deferred unit plan and a full copy of the amended and restated deferred unit plan as set forth in Appendices 3 and 8 of the management information circular, respectively. In order for this ordinary resolution to be passed, it must be approved by the affirmative vote of not less than a majority of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. I move that such resolution be approved and take such motion as seconded. The next item of business is the ordinary resolution approving the amendment and restatement of CAPREIT's employee unit purchase plan as more particularly described in the management information circular. The text of the resolution approving the amended and restated employee unit purchase plan and a full copy of the amended and restated employee unit purchase plan are set forth in Appendices 4 and 9 of the management information circular, respectively. In order for this ordinary resolution to be passed, it must be approved by the affirmative vote of not less than the majority of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. I move that such resolution be approved and take such motion as seconded. The next item of business is the ordinary resolution approving the amendment and restatement of CAPREIT's restricted unit rights plan, as more particularly described in the management information circular. The text of the resolution approving the amended and restated restricted unit plan and a full copy of the amended and restated restricted unit rates plan are set forth in Appendices 5 and 10 of the management information circular, respectively. In order for this ordinary resolution to be passed, it must be approved by the affirmative vote of not less than the majority of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. I move that such resolution be approved and take such motion as seconded. The next item of business is the ordinary resolution reconfirming CAPREIT's unitholders rights plan agreement to remain in effect until CAPREIT's 2025 Annual Meeting as well particularly described in the management information circular. The text of the resolution reconfirming the unitholders' rights plan and a summary of the principal terms of the rights plan are set forth on Page 38 and Appendix 7 of the management information circular, respectively. In order for this ordinary resolution to be passed, it must be approved by the affirmative vote of not less than the majority of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. The ordinary resolution reconfirming the unitholders' rights plan has not passed. The rights plan will terminate on the date of this meeting. I move that such resolution be approved and take such motion as seconded. The next item of business is the special resolution approving certain amendments to CAPREIT's declaration of trust as more particularly described in the management information circular. The text of the special resolution approving the amendments to the Declaration of Trust and a black line reflecting the proposed amendments to the Declaration of Trust as set forth in Appendices 6 and 11 of the management information circular, respectively. In order for this special resolution to be passed, it must be approved by the affirmative vote of not less than 2/3 of the votes cast in respect thereof by the CAPREIT unitholders present at the meeting or represented by proxy. I move that such resolution be approved and take such motion as seconded. The items of business of the meeting are now closed. Those registered unitholders or duly appointed proxy holders who have logged in with a control number will now have a short pause to complete their ballot. As a reminder, if you've logged into today's meeting using your control number, and proceed to vote, you have revoked any previously submitted proxies. On your electronic ballot, you can register your votes by accessing the voting page and selecting a vote for or withhold in respect of each trustee nominee and the appointment of PricewaterhouseCoopers and for or against a nonbinding advisory resolution regarding executive compensation, the ordinary resolution approving an increase in the maximum number of units issuable under CAPREIT's equity incentive plans, the ordinary resolution approving the amended and restated deferred unit plan, the ordinary resolution approving the amended and restated employee unit purchase plan, the ordinary resolution approving the amended and restated restricted unit rights plan, the ordinary resolution reconfirming CAPREIT unitholders' rights plan and the special resolution authorizing certain amendments to CAPREIT's declaration of trust. [Voting]

Thank you for voting. Voting is now closed. I would ask the Scrutineer to compile a report regarding the results of voting on all business matters. Thank you. I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in the press release and filed on CAPREIT's SEDAR page. With respect to the resolution regarding election of each of the individual nominated as trustees I declare that each of the 8 nominees is elected as a trustee of CAPREIT. With respect to the resolution reappointing PricewaterhouseCoopers LLP's auditors of CAPREIT, I declare this resolution carried. With respect to the nonbinding advisory resolution accepting CAPREIT's approach to executive compensation, I declare this resolution carried. With respect to the resolution approving an increase in the maximum number of units issuable under CAPREIT's equity incentive plans, I declare this resolution carried. With respect to the resolution approving the amended and restated deferred unit plan, I declare this resolution carried. With respect to the resolution of approving the amended and restated employee unit purchase plan, I declare this resolution carried. With respect to the resolution approving the amended and restated restricted unit rights plan, I declare this resolution carried. With respect to the resolution reconfirming the unitholders' rights plan agreement, I declare this resolution carried. With respect to the special resolution authorizing certain amendments to CAPREIT's declaration of trust, I declare this resolution carried. There being no further business, I move that the formal portion of the meeting be terminated. I take such motion as seconded. I declare the motion carried, and the formal portion of the meeting is now terminated. I will now turn the meeting back to our Corporate Secretary, Corinne Pruzanski.

Thank you, Mr. Chair. We will now pass the meeting over to Mark Kenney, our President and Chief Executive Officer, who will give a short presentation. Following such presentation, we will hold a Q&A session. Registered unitholders and proxy holders of record can submit questions during the Q&A session via the messaging platform on your screen. If you submit a question, such question will be read aloud before being addressed. We will make our best efforts to address all questions. However, if we are unable to address any questions due to time constraints, we will make our best effort to address such questions directly with the unitholder following the meeting. If you wish that your questions be addressed after the meeting, kindly include an e-mail and phone number with your question. Please note that comments or questions that are redundant, inappropriate or otherwise unduly disruptive will not be addressed. I will now turn the meeting over to Mr. Kenney.

Thank you, Corinne, and welcome, everyone. As we all know, Mike will be retiring from our Board of Trustees today, after serving on the Board for the last 25 years. Before I begin my management presentation, I want to extend my personal and sincere thanks to you. On behalf of everyone at CAPREIT, we recognize your significant contribution to our growth and success over the last 25 years. Looking back on your very successful career, Mike, you cofounded CAPREIT with Tom Schwartz in 1995 and served as its first Chief Executive Officer, becoming the Executive Chair of the Board of Trustees in 1999 and Chair in 2005. During your tenure, CAPREIT grew from owning interests in 2,900 residential suites through where we now have interests in over 67,000 suites, town homes and manufactured housing communities with a total asset value exceeding $17 billion. We expanded into key growth markets across Canada as well as internationally. You also guided CAPREIT through a number of transformative transactions including the acquisition of residential equities REIT in 2004, the founding of Irish Residential Properties REIT in 2014 and European residential REIT in 2019 as well as CAPREIT becoming a member of the prestigious TSX 60 Index in 2020. You've also led CAPREIT's Board in implementing strong governance practices and policies as well as enhancing Board renewal and Board diversity. During your 25 years of leadership, the compound annual return on owning CAPREIT units has significantly exceeded both the S&P TSX REIT Index and the S&P TSX Composite Index. This is a remarkable achievement. You made a significant and valuable contribution to CAPREIT's growth and success over the last 25 years. And on behalf of all unitholders, we thank you for your vision, dedication and leadership. Thank you, Mike. This has been a remarkable journey. Now turning our attention to 2021. This is yet another strong year of accomplishment for CAPREIT. Despite operating for a second year under the numerous issues presented by the COVID-19 pandemic, our committed and dedicated team, met the challenge generating strong performance and continuing to build value for our unitholders. As you can see, all our key benchmarks were up in 2021, including revenues, NOI and NFFO. We also experienced very few collection issues through the pandemic, collecting over 99% of our rents as we work with our residents to understand their issues and concerns. 2021 was also another year of strong and accretive growth for our property portfolio. We acquired 3,744 suites and sites in 2021, the majority in our key Toronto and British Columbia markets. Through the first quarter of 2022, another 1,015 suites and sites were acquired. We also sold several properties that presented opportunistic pricing last year, and subsequent to the first quarter of 2022. We continue to evaluate our portfolio to assess where recycling certain capital will contribute to more accretive growth opportunities going forward. While we were pleased with our performance in 2021, we experienced certain increased costs in the first quarter of 2022 that led to a smaller-than-expected increase in our quarterly NFFO. The key change was an acceleration of repair and maintenance costs as we played catch up after 2 years of reduced spending due to COVID-19-related restrictions. In addition, utility costs were up to a colder winter this year and significant increase in the cost of natural gas. Having said this, revenues were up over 8%, driven by the contribution from our acquisitions, increased monthly rents and continuing high occupancies. Well, with the increased revenues, NOI was up 4.4% compared to last year's first quarter. Looking ahead, we expect to see further increases in occupancies, accelerated growth and much improved operating performance as we work our way through the pandemic and gradually return to more normal markets and operations. Our balance sheet and financial position remains strong and flexible at March 31 with a conservative debt to gross book value and continuing high liquidity. Our $1.2 billion in Canadian unencumbered properties provide additional liquidity should it be needed. Importantly, with further increases in interest rates expected, over 99% of our mortgage portfolio now incurs a fixed interest rate protecting us from increased costs. As at March 31, our weighted average mortgage interest rate was a very low 2.53%, down from last year. A key initiative at CAPREIT is to remain at the forefront of our efforts to enhance our environmental, social and governance performance. We are committed to fully integrated ESG strategy as these programs contribute to our overall mission to be the best place to work, live and invest. Our ESG objectives reflect our understanding that the evolving global market has introduced new risk factors and opportunities for value creation. Our integrated ESG strategy helps us proactively address these risks. Our investments extend beyond managing our buildings to include the people we employ, the residents we house, the suppliers we engage and the communities in which we operate. Through these strategic alignments, we believe we will generate enhanced returns for our unit holders while making meaningful contributions to our communities and the environment. In 2021, we achieved a number of key ESG accomplishments. For the 8-year running, we were ranked the top tier of best employers in Canada with a very strong score on diversity and employee engagement. We received a BOMA award for innovation, reflecting our goal to enhance the value of our asset base. We received an award for Habitat, our state-of-the-art property-wide building automation system that results in enhanced comfort for our residents while conserving energy, lowering operating costs and driving sustainability. We are also proud that the diverse nature of our employee base reflects our markets and the overall Canadian population. This commitment to diversity helps us understand and address issues and concerns among our communities and our resident base. Our most recent ESG report is now available on our website, and I encourage all unitholders to review the report and read about our accomplishments and our plans for the future. At CAPREIT, we strive to provide quality rental homes at an affordable cost. This is one of our key goals. We do this in several ways. Our MHC properties are a major contributor to providing affordable homeownership options for Canadians that we will continue to target for further expansion in the future across Canada. If you look at the United States, manufactured housing has been used there 3 times to solve the affordable housing prices. The double-digit percentage of U.S. population living in a manufactured home is proof that the MHC sector can contribute to affordability. But Canada has less than 1% of homes that are in the MHC space. There are many reasons for this, including municipal planning acts and the like, we have vast tracks of land around our cities that can benefit from the development of quality, MHC and land lease sites providing huge numbers of affordable homes. Manufactured housing is a very attractive alternative for families, owning a home for under $200,000 with available CMHC financing, getting people into home ownership for less than the cost of average rent. We want to be part of the solution. We are also focused on being a participant in providing new and affordable supply of homes in our markets. For over 25 years, we have been investing in our properties to enhance their quality, safety and longevity ensuring that we provide highly affordable rental accommodation in and around our major urban markets. The annual rents in our properties constitute a much smaller percentage of average incomes than the cost of homeownership, particularly over the last few years as homeownership costs have skyrocketed. Renting a home will always be less expensive than owning a home. And by providing safe, attractive communities for our residents, we contribute to making affordable housing more accessible. At CAPREIT, we are committed to building community and revitalization through our property improvement programs. We also continue to move ahead with our development pipeline. In 2021, we made progress on our entitlement process and look forward to unlocking the value of our excess land. On many of our properties, we can construct new buildings or ad suites through intensification at an affordable cost. We will continue to keep these plans going forward. We are also a responsible voice in the discussions on creating more affordable housing. These are big issues for Canada and CAPREIT is going to be part of these discussions as we actively engage with all 3 levels of government. We are also the largest private partner of rent supplement units in this country. In terms of responsible ownership, CAPREIT stood forward in the biggest way with the government to partner on rent supplement programs. That is probably the most efficient way to provide affordable housing in this country. We welcome the government engaging with us and allowing us to be part of the solution. We've been doing this for 25 years. Looking ahead, we see a number of very positive value drivers that we are confident will generate strong and growing return for our unitholders over both the short and long term. First and foremost, we will continue to focus on our proven asset allocation strategy. Looking forward, CAPREIT will continue to participate in the revitalization of Canadian rental sector as we invest in the much-needed property improvements and climate change energy investments that properties require. We remain committed to participating in bringing new rental supply to Canada through our acquisition of brand-new apartment buildings coast to coast. Our second focus, as I've talked earlier, is the Canadian MHC sector. Revenues are stable, with residents owning their own homes, and capital and maintenance requirements are significantly reduced. With homeownership costs rising across Canada, MHCs also provide a highly affordable alternative for families. Our third focus is on Europe. As one of the only professionally managed operating platforms in this market, our opportunities for enhanced value are significant. Key to our growth in the coming months will be our ability to capitalize on a number of market trends as we return to pre-pandemic conditions. Demand for our quality properties will grow as immigration accelerates with new Canadians seeking affordable homes in our largest urban markets. The return of international students will also contribute to increased demand. The pandemic generated what we call household consolidation as students and young people returned home to escape the pandemic and save costs. We see these young people moving back to rental accommodation as offices reopen and in-class learning returns. Demographics are also on our side as the growing seniors population looks to the rental market to meet their needs. We believe our quality and well-located properties offering more space on one floor at very affordable rates will see increased demand by seniors, looking to capitalize on the significant equity they've created in their homes. We also see families looking to quality rental accommodation and our MHC properties as highly affordable alternatives to the high cost of homeownership. Finally, our ongoing property investments are reducing costs through energy savings and other initiatives, enhancing resident safety and making our properties more attractive. In addition, our technology solutions are increasing our operating efficiency and helping us meet our ESG commitment to enhance environmental performance. All of these investments are generating strong increases in our net asset value. With increasing demand and little new supply of rental properties, we believe the value of our asset base will continue to grow and provide another strong driver for unitholder value over the long term. In conclusion, we remain very excited about our future. Our predominantly suburban locations outside downtown cores, our larger-sized suites and our MHC properties are meeting the need for more space at more affordable costs. We are experiencing a strong pipeline of accretive acquisition opportunities and expect to see solid portfolio growth in the quarters ahead. Our industry-leading balance sheet, leverage and liquidity position provide stability and the ability to grow going forward. And with demographic trends and increasing immigration, we are confident we will continue to drive value for unitholders in the years ahead. In closing, on behalf of the Board of Trustees and all unitholders, I want to thank everyone at CAPREIT for their hard work and dedication over the last 2 years. This has been a very difficult period, but our experienced, engaged and dedicated team has risen to the challenge. I also want to thank our residents for their patience during these challenging times. Thank you for your time this afternoon, and we would now be pleased to take any questions that you may have.

There are no comments or questions to be addressed. I will turn the meeting back to Mr. Kenney to close the meeting.

Again, thank you for your time today. And hopefully, we will be able to meet you in person at next year's unitholder meeting. Goodbye.