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

Good afternoon. My name is Elise Lenser, Vice President, Legal and Corporate Secretary of CAPREIT. I will act as moderator for today's meeting. Before the start of today's meeting, we would like to outline the agenda and various procedures and guidelines. In terms of the agenda, our Chair, Dr. Gina Parvaneh Cody, 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 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 end of the formal portion of today's meeting. Please note that if you have logged into today's meeting using your control number and proceed to vote, you have revoked any previously submitted proxies. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on, and we will resume as soon as possible. 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 formulation of 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 included in its most recently filed annual information form and MD&A. I will now turn things over to our Chair, Dr. Cody.

Good afternoon, and welcome to this meeting of CAPREIT unitholders. My name is Gina Parvaneh Cody, and I'm the Chair of the Board of Trustees. Thank you, Elise, 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. Ms. Lenser, the REIT's Corporate Secretary will act as secretary of the meeting. With the concurrence of the meeting, I appoint Patty Sigiannis and Connor Brazeau of Computershare Trust Company of Canada to act as our scrutineers. I have been informed by the scrutineers that we have unitholders present or represented by proxy, who hold a sufficient number of units 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 record of the meeting. The notice of this Annual General Meeting of Unitholders dated April 12, 2023, was mailed on April 25, 2023 to all unitholders of record as of April 10, 2023. The matters to be considered at today's meeting, are 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 accompanying form of proxy, management information circular and financial statements including the auditor's report and the accompanying management's discussion and analysis. Such materials are at www.envisionreports.com/camq2023. 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 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, 2022 and the report of the auditors. Copies of such documents are available on CAPREIT's SEDAR page and has been mailed to the unitholders who requested paper copies of such statements. In accordance with CAPREIT's amended and restated Declaration of Trust. The financial statements are presented to the meeting, but no other action is required with respect to that. It's now in order to move to today's formal items of business. I will move each item, and I have been advised by Mr. Kenney and Ms. Lenser both duly appointed proxy holders in attendance today, that they would be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I'll 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 surplus will not be moved. First, the election of trustees. The 9 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 9 nominees and the qualifications consist in making trustee nominations. The proposed nominees as listed in the circular are: Lori-Ann Beausoleil, Harold Burke, Gina Parvaneh Cody, Mark Kenney, Gervais Levasseur, Ken Silver, Jennifer Stoddart, 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 advance notice policy, I declare nominations closed. I also move to elect each of the 9 named individuals as trustees of the REIT. As advised earlier, I will take such motions as seconded. 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 Ernst & Young LLP as auditors of REIT. I move that the resolution be approved appointing Ernst & Young LLP chartered professional accountants as auditors of the REIT to hold office until the close of the next annual meeting or until a successor is appointed and 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 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 ballots. As a reminder, if you have logged into today's meeting using your control number and proceed to vote, you have revoked any previously submitted proxy. On your electronic ballot, you can register your vote by accessing the voting page and selecting the vote for or withhold in respect to each trustee nominee and the appointment of Ernst & Young LLP, and for or again, the nonbinding advisory resolution regarding executive compensation. [Voting]

Thank you for voting. Voting is now closed. I would ask that the scrutineers complies the report regarding the results of voting on all business matters. I have been advised by the scrutineer that the proxies deposited for the meeting have been voted and based on those preliminary voting results, I declare as follows. With respect to the resolution regarding the election of each of the individuals nominated as trustees, I declare that each of the 9 nominees is elected as a trustee of CAPREIT. With respect to the resolution appointing Ernst & Young LLP as 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. I direct that the final tabulation of the voting results be included with the minutes of this meeting. The final voting results will also be announced in a press release and filed on CAPREIT's SEDAR page. There being no further business, I move that the formal portion of the meeting be terminated and 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, Ms. Elise Lenser.

Thank you, Ms. 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 or phone number with your questions. 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, Elise, and thank you, Gina, and a warm welcome to everyone. Starting with a look back at 2022, CAPREIT's performance was strong again as we continue to build value for our unitholders. As you can see, revenues and NOI were both up significantly. However, our margin was impacted by higher energy expenses and repairs and maintenance, including catch-ups from COVID-related delays. Despite this, our FFO increased on both an absolute and per unit basis. This strong performance continued into the first quarter of 2023. Our same-property AMR grew by 4.6%, and we maintained near full occupancy. This drove the 0.6% expansion in our same-property NOI margin, which additionally reflects the many cost-mitigating programs we put in place. With accretive purchases under our NCIB, our FFO per unit increased by 2.2% despite headwinds in interest and G&A. We also continue to make good progress on our CAPREIT 2.0 strategy. On the Canadian apartment front, we're improving the quality of our portfolio by disposing of noncore properties and acquiring new construction assets in attractive growing markets. We are also working on entitling and selling our excess density. This generates additional funding for us to allocate toward CAPREIT's core competencies. But more importantly, it helps to bring housing to the Canadian marketplace. We have incredible capital deployment opportunities in addition to purchasing new purpose-built rental buildings. We are also allocating funds towards our value-enhancing NCIB program and our active debt management initiative. You can see how much progress we've made on our portfolio repositioning since 2017. We recently reported $178 million worth of noncore dispositions, which closed in the first few months of 2023, along with the acquisition of $84 million in targeted, new construction rental assets. I'm excited to see us continue executing on the high ratings of our portfolio. I also want to highlight our first successful entitlement disposition of underutilized land. Not only will this give rise to residential accommodation needed in a growing suburb of Montreal, it also effectively monetized the majority of the development profit upfront without having to take on the development risk. It was a win-win for our community and for our unitholders. Looking ahead, we've identified over 6 million square feet of possible GFA across potential development sites in the GTA alone, and I'll shortly provide some additional color on that. We're using net disposition proceeds to generate incremental value for our unitholders through our NCIB. We've been very active on this since we first started investing in the program approximately 1 year ago. To date, we have made over $338 million worth of repurchases at a significant discount to NAV. Our NCIB strategy goes hand in hand with our debt program, and we've accomplished a lot on this front as well. We have $225 million in accessible liquidity in Canada at March 31, which supports the advancement of our strategic objectives. We proactively manage mortgage refinancing and top-ups and are expected to up-finance between $250 million and $300 million in 2023. In addition, our well-staggered mortgage portfolio is almost fully fixed, and it currently carries a low weighted average interest rate of 2.6%. A key priority of CAPREIT is the continuous enhancement of our environmental, social and governance performance. Our investments extend beyond managing our buildings to include the people we employ, the residents we have, the suppliers we engage and the communities in which we operate. Our many ongoing ESG-related commitments and actions reflect this, and we have undertaken an enterprise-wide initiative to consolidate these goals. Our trustees, senior executives and managers from across the country work together to formulate a robust and comprehensive ESG program, which is now being integrated into our business strategy and organizational objectives. This strategic alignment contributes to our overall mission to be the best place to work, live and invest. We are committed to generating enhanced returns for our unitholders, while also making meaningful contributions to our communities and the environment. In 2022, we achieved a number of key ESG accomplishments. We invested over $20 million in energy efficiency, including the acceleration of our suite sub-metering program, which will lower consumption and improve our environmental footprint. We are also proud to have been recognized as the only Canadian company to have achieved gender balance across all levels. This includes our Board of Trustees, where we have exceeded our 30% target for female representation. Importantly, we are actively developing our corporate approach to climate action, which encompasses all pillars of our ESG strategy. In 2022, we identified our key climate-related risks and opportunities, and undertook a GAAP assessment to determine our priorities in aligning with the task force on climate-related financial disclosure recommendations. Our progress will be reported in our upcoming ESG report for 2022, which will be available on our website soon. I encourage all unitholders to review the report to learn more about our accomplishments and our plans for the future. In the past year, we have seen Canada's housing supply and affordability crisis worsened dramatically. CAPREIT has been very active in critically responding, and we are working hard to contribute to the solution. We have taken a leading role in engaging with our peers and governments to promote productive discussion and policies to address the affordable housing crisis in Canada. Alongside other large publicly traded Canadian residential REITs, CAPREIT led the launch of the Canadian rental housing providers for affordable housing. This coalition has advanced numerous proposals to address the issues around additional housing supply and affordable housing in Canada. Within our business, we practice what we preach. You can see that we are a provider of affordable accommodation in Canada's least affordable cities. In these geographies, our average rent-to-income ratio is significantly less than market, as well as that required for homeownership. In fact, nearly half of our Canadian suites are designated as affordable, according to the CMHC measure of affordability. In 2022, we also provided affordable housing to more than 50 municipalities and community social groups for the most vulnerable. Going forward, we are going to continue working hard to create value for our unitholders, alongside our residents and their communities. We continue to engage in active dialogue with all levels of government to help reverse the current trajectory of the housing crisis in Canada. At the same time, we are using all the tools we have within our wheelhouse to directly contribute to the solution. A key element of that is our entitlement program. As I mentioned earlier, the substantial amount of underutilized land, which we've identified within our GTA portfolio, we have a strong development team that is making significant ground on getting that land entitled for construction of residential accommodation. One example is the planning applications we've recently submitted in partnership with a development manager in which we've proposed 7 new residential buildings that would provide for approximately 2 million square feet of new GFA in the future growing transit hub near Yonge And Steeles. Our asset-light development program is only in its infancy, and we are very excited about its future successes. More broadly, we remain optimistic about the future of CAPREIT. We have never been more focused on value creation for our unitholders, and our endeavors are supported by increasingly strong market fundamentals in Canada. We have an expansive strategic program with many complementary objectives and a revitalized, strong leadership team to take us forward. On behalf of the Board of Trustees, and all unitholders, I want to thank everyone at CAPREIT for their hard work and dedication in getting us to where we are today. We are confident that we will continue to drive value in the many years ahead. 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 now turn the meeting back to Mr. Kenney.

Thank you, everyone, for attending the meeting and voting online. We look forward to welcoming you again at next year's Annual Meeting. Thank you for your time. Have a great day, and goodbye.