Dream Impact Trust (MPCTUN) Earnings Call Transcript & Summary

Good morning. It's 10:00, and we'll now call the meeting to order. My name is Rob Goodall, and I'm a member of the dream -- of the Board of Dream Impact Trust. Welcome to our Annual General Meeting. I will act as Chair of the meeting, and Robert Hughes will act as Secretary of the meeting. With the consent of the meeting, I will appoint Daniela Munoz and Jamie [indiscernible] of Computershare Trust Company of Canada as scrutineers for the meeting. We will first proceed with our formal business. To expedite the formal part of the meeting, I will move and Shannon Macri, a unitholder, will second all motions. After our formal business is concluded, our management team will make a brief presentation and there will be an opportunity for you to ask questions. Please hold your questions that do not relate to the formal part of the meeting until that time. I have an affidavit from Computershare as to the mailing of the notice of availability of proxy materials and the accompanying management information circular and the form of proxy in respect to this meeting. The materials were also filed and made available on SEDAR. I would ask the secretary to place the affidavit before the meeting and to keep the affidated with the trust records. The scrutineers have advised that there are at least 2 individuals present who are unitholders or who represent by proxy unitholders who hold at least 10% of the votes attached to all outstanding units. As a result, we have a requisite quorum of unitholders present, and I declare the meeting to be properly constituted for the transaction of business. The first item of business is the presentation of the Trust 2022 Annual Report, which contains the Trust's audited financial statements for 2022 and the report of auditors thereon. I note that the secretary has placed before the meeting a copy of the 2002 annual report. The next item of business is the election of trustees. As stated in our circular, 5 trustees are to be elected at the meeting and 5 nominees are named. They are Amar Bhalla, Dr. Catherine Brownstein, Jennifer Lee Koss, Karine MacIndoe and myself. Shannon, would you please nominate the nominees?

I nominate the individuals listed in the Management Information Circular dated April 21, 2023, for election as trustees of The Trust to hold office for the upcoming term.

Thank you. As the trust did not previously receive timely notice of any further nominations for persons for election as trustees in accordance with the advanced notice regulations of its Declaration of Trust, I declare the nominations closed. Are there any questions on this motion? Seeing none, based on the proxies received, I would mention that each of the 5 nominees received a majority of votes cast in favor of their election as trustee. After the meeting, we will issue a press release with detailed voting results. Given the proxies received and as the number of persons nominated for election as a trustee is equal to the number of trustees to be elected, I propose with the consent of the meeting not to take a formal vote on the election of trustees. Therefore, I confirm that the motion has been carried and the 5 persons who were nominated have been elected as trustees by acclamation. The next item of business is the appointment of auditors. The Audit Committee and the Board have recommended the reappointment of PricewaterhouseCoopers LLP chartered professional accountants as auditors. I move that Pricewaterhouse be appointed auditors of the trust until the next Annual General Meeting of unitholders and that the Board of Trustees be authorized to fix their remuneration. May I have a seconder?

I second the motion.

Thank you. Are there any questions on this motion? The meeting will now vote on the motion. I propose to take the vote by a show of hands. I would ask those unitholders and their proxy holders who are in favor of the motion to please raise your hand. Any votes withheld? The motion is carried. Pricewaterhouse have been reappointed as auditors and the Board is authorized to fix their remuneration. The next item of business is to vote on a resolution authorizing the trustees of the trust to affect the consolidation of the units on the basis of 1 post-consolidation unit for every 4 preconsolidation units in the form set out in the circular dated April 21, 2023. In order to be effective, the unit consolidation resolution must be approved by more than 50% of the votes cast by unitholders at the meeting, all as more particularly described in the circular. If the unit consolidation resolution is approved and all regulatory requirements are satisfied, the Board of Trustees currently intend to pass a Board resolution following this meeting, authorizing the implementation of the proposed unit consolidation. For full details on the effective date of the unit consolidation will be announced by way a press release after the Board has passed these authorizations following this meeting. I move to approve the unit consolidation resolution in the form set out in the circular starting on Page 18. May I have a seconder?

I second the motion.

Thank you. Are there any questions on this motion? Seeing none. The meeting will now vote on the motion. I've been advised by the scrutineers that a majority of the proxies received by management prior to the meeting have been voted and that more than 50% of the proxies received by management prior to the meeting for the units have been voted for the unit consolidation resolution. Therefore, I propose to take the vote by a show of hands. I would ask those unitholders and their proxy holders who are in favor of the motion to please raise your hand. [Voting]

Any contrary? The motion is carried. I declare that the unit consolidation resolution has been passed. The formal items of the business as set out in the notice of meeting have now been dealt with. As there's no further business to come before this meeting, I declare the formal part of the meeting to be concluded. I now invite the management team to make a short presentation. After their presentation, we will have a question period. Thank you.

Thank you, Rob, and good morning, everyone. My name is Meaghan Peloso, and I'm the Chief Financial Officer of the trust. Thank you all for coming today. Along with Michael Cooper, the Trust Portfolio Manager, we'd like to provide a brief overview of the trust accomplishments in 2022 as well as highlight some of the phenomenal assets and opportunities within the portfolio. We'd be more than happy to take any questions at the end of this brief presentation. As of December 31, inclusive of existing and pipeline investments, the Trust portfolio was comprised of 6,600 residential units and 1.3 million square feet of commercial GLA. We ended the year with $1.4 billion in assets -- high-quality assets located across Toronto and Ottawa, the majority of which were considered impact investments across our 3 impact verticals. Now those verticals are environmental sustainability and resilience, attainable and affordable housing and inclusive communities. Thematically, our greatest focus in 2022 was improving the safety and stability of the trust. We've done this in a few different ways. We've expanded our recurring income pipeline, diversified the trust asset base and solidified our liquidity position. As it relates to growth, the trust recurring income segment is important to us as it provides stable returns to fund our fixed operating costs as well as our distribution. In the year, we added $98 million in assets to our recurring income segment done through third-party acquisitions and completed development blocks at ZB, our 34-acre waterfront community along the Ottawa River. Over the next 3 years, we will be adding another $500 million of institutional quality impact assets to our recurring income portfolio that will generate stable cash flows and make our business safer and more resilient in the future. Now substantially all of the projects under construction within this pipeline that I mentioned have had their costs tendered and have been financed through CMHC's RCFI program. This helps reduce risk from a cost escalation as well as take out financing perspective. Block 8 at the Weston lands is the first pipeline asset to be completed this summer, which we will highlight in further detail momentarily. Now since refocusing our strategy as an impact investment vehicle, we consciously moved towards a more diversified asset base. With ongoing housing supply constraints, and continued population growth outpacing demand or outpacing supply rather, we believe high-quality, transit-oriented multifamily assets provide an excellent opportunity to generate strong returns for our unitholders while simultaneously helping us achieve our impact returns. In the last 2 years, we've added $239 million in multifamily assets to our balance sheet, of which about 25% are considered affordable. The shift is pretty meaningful to the trust as we've had no operational assets within this asset class 3 years ago. In 2022, the Trust multifamily portfolio was made up of about 1,600 rental units and generated NOI of $4.4 million. Now with our $500 million pipeline coming online over the next few years, we expect NOI from the multifamily assets alone to grow by over 5x. Lastly, over the course of 2022, we completed $775 million of debt or project level financing and closed on a $40 million impact convertible debenture. Through efforts made in the year, we've also been able to close on some pretty significant financing opportunities in the first quarter of 2023, which were supported by significant land value appreciation on 2 of our future development sites. We were extremely pleased with this level of activity as both debt and equity markets have been challenging amidst the current economic backdrop. It's also worth noting that this financing activity I referenced, 34% is government-affiliated and nonrecourse with below market interest rates and a term of 5 to 10 years. While not taken likely, we did make the decision to revise our distribution this past February. With this revision, the financing activity and pipeline I mentioned, we're more than comfortable with our committed capital needs and believe the trust distribution is sustainable over the long term. Now at a more granular level, we did want to speak to some of our current assets that showcase how we're creating value for unitholders while also achieving impact returns. The first I'll speak to is Aalto Suites. Aalto Suites is 162-unit multifamily building located in Gatineau, Quebec, part of the broader ZB development. The building finished construction in 2021 and achieved stabilization in the fourth quarter of 2022. Due to it's affordability component and net 0 considerations across the broader development, we were able to qualify for CMHC's RCFI financing, locking in a term of 10 years and interest rate below 2%. Now on perhaps a larger scale, the Weston land is a rental community located in Downtown Toronto. It's directly adjacent to both the distillery and canary districts. Combined Block 8 and 3, 4 and 7 will bring over 1,600 rental units to Downtown Toronto over the next few years, of which 30% are considered affordable. Similar to Aalto Suites, we qualified for our CFI financing for the -- both of the phases, achieving 10-year terms below 2% interest rates. So said differently, when we complete construction on Block 8 this year, we've reduced our takeout financing risk as the debt still carries an additional 6 years. Now shifting gears, 49 Ontario is an [888,000] square foot commercial building located in Downtown Toronto, a mere 5- to 10-minute walk from the Weston lands. This past month, we've received rezoning approval for 880,000 square feet of density, the majority of which is residential, which is a very significant milestone for the Trust. Inclusive of the adjacent land assembly, we created $93 million in value since acquiring the site through land appreciation in this rezoning process. We're now considering potential next steps to develop the site alongside a partner and actually crystallizing some of the value that we've created. The last asset I'll speak to is Quayside. In the first quarter of 2023, the first phase of land for the highly sought after Quayside site was acquired. Now this site is adjacent to the Trust Victory's silos development which combined will make up 17 acres of prime waterfront real estate. As part of a strategic refinancing initiative, the trust and its partners upsize the in-place land load for Victory's Silos and actually generated enough proceeds so that the Trust did not require any capital or additional cash for our equity needs of Phase I in Quayside. Upon the completion, we believe Quayside in the Silos site will really transform Toronto's waterfront, and it's absolutely a fabulous opportunity for the Trust to be a part of. So with that, I will turn the mic over to Michael.

Welcome, everybody. Thank you, Meaghan. Thanks, Rob. Just to put it in perspective, we're focused on these 3 verticals about the social good that we can do, and we've had some incredible accomplishments. I think we're the largest builder of net 0 communities in the country. We're among the largest builders of affordable housing in the country, and we're doing more inclusive work than just about anybody, and then we created a foundation that's doing some work that really is creating a different feeling in the community than what it would be without the work we're doing to create an increased safety net for our residents. Notwithstanding that, just to sort of pick up on some of the things that Meaghan said, we're building $800 million worth of apartments $830 million or so. We've got financing at less than 2%, 30% will be affordable and we'll be generating in excess of 20% IRRs. The Aalto building was 165 units. It's completed. It's almost 100% affordable, and we made money on the development, and we expect to have a 12% return on our equity going forward. So we have been achieving a lot of goals. The numbers in terms of apartments that have just started to either we've acquired them or complete development is really adding up. This year, we've got Block 8 that Meaghan referred to, and that's about $100 million at the Impact share. We've got a building in Gatineau, Block 11, and that one has got a great view of the apartment buildings because I think it's going to be better than Aalto. And we're doing our first building on the Ontario side. So that's 3 buildings that we're completing this year. We're starting a couple more, but we've done some amazing things dealing with governments. We've been a real pioneer in the RCFI financing. We've been a pioneer in working with Canadian Infrastructure Bank to create a loan mechanism to support people like us, decarbonizing their buildings. And the team did an incredible job going to CMHC with an idea on how to create affordable housing within existing buildings. They gave us a pilot project for that. That's how we started buying existing buildings. We've created affordable housing units within them. And that idea turned into something called MLI Select. And MLI Select provides existing owners of buildings and ability to refinance their buildings with some advantages like longer amortization, lower insurance fee and a lower debt income service ratio. And as a result of that, it has changed for those things, the idea is you have to make some commitments either on creating affordable housing existing buildings, carbon reduction or a combination of both. And that idea that we went to CMHC with has become the #1 program that CMHC is using to exist to refinance existing buildings. So Dream Impact Trust, although it's really small. It's having a big impact in our communities. We're making money. We're creating some excellent properties, and we're influencing the way the residential real estate business is being funded and operated was in Canada. So that's why we're here. That's why we do what we do. I would say that that people at our company are so committed to be able to create real estate that benefits the owners as well as residents and help the government achieve some of their most significant goals. We'd be happy to answer questions. First question always...

I think as Meaghan -- I'll do it in reverse order. As Meaghan was referring a big ability for us to achieve the social goals we are are by getting advantage of debt. So we like having debt. We have some debt, our lowest debt is a 10-year commitment of 1.27%. We've got another one of 1.33%. Some of these are 90% loan-to-value or more when we're building buildings at 4.5 cap rates. So they're generating huge cash flow. So we like that kind of debt. And for the most part, we've got a lot of good long-term debt. And I think the company is positioned well to be able to deal with the changes in the market. I'd also add that after a Silicon Valley Bank blew up, rates came down. At that time, the 10-year bond was 2.8% in Canada, and the 5-year bond was about 3%. Those are not that high. And what we did was we locked in or swapped a tremendous amount of debt. I think in the organization, we did almost $1 billion in 10 days, and that really reduced the overall cost. So we've done a pretty good job of insulating our assets from rising interest rates. So we're pretty pleased with that. The second question is [indiscernible] related to Silicon Valley Bank. What we've seen in the last year is interest rates going from 0 to 25 basis points, let's say, to 500 at the short end of the curve. And at the end of May of 2022, the overnight rate, the BA rate was 1.5%. And the 10-year Canadian bond was 3.75%. So the 10-year -- the 30-day rate was really low. It went up to 5 now. And ironically, the 10-year debt is down. So we're seeing a lot of transition in the interest rates and in the debt markets. Canada is doing quite a good job. But in the U.S., it's very different. I mean I think every day, we're seeing headlines about what's happening with the availability of debt in the U.S. and in many cases, the availability of debt has returned to 0. The hotel in Las Vegas, we bought 10% of it with a large group of others. And the idea that they had seemed good. It actually -- the idea that they presented that we bought into didn't function as well as we hoped. But then on the debt side, it was clear that there was no solution to refinance it. So a year ago, we stopped putting money in. And since we stopped putting money in, our partners put in about $200 million. So I think we saved about $20 million by identifying the problem first. So they've had to recapitalize it and we don't want to participate in it. So we've been diluted, there's potential to get some money, but it's the same thing that you would hear when you hear that Brookfield has given buildings back or Blackstone has given buildings back. We didn't give it back. We just said, we're done and our partners can work their way through it. So we didn't think there was value left, so we stopped putting money in. There's only about 3,000 events like that so far in the U.S., there is going to be way more. Anything else, Paul? I agree with him. I agree with you friend. We'll do fine. And we'll do fine because we've been doing this a long time. We're building at more or less the same level that we often do. I think the issue is bigger than what you said because there's a tremendous housing crisis in Canada. And last year, in the budget, the federal government said they want to see doubling of the housing starts in the country. And for anybody who's in the business, they said they wanted to double housing starts between 2022 and 2030. And they felt that if we doubled the number of housing starts from about 260,000 units to 500,000 units, that would address a lot of the housing issues, and it could, but there's 2 issues. One is, that would cost about 2 years' total GDP for the country, and there was no provision to provide funding, number one. Number two, Three things. . Number two, with interest rates going up, housing starts actually were down by 35% last year. So the federal government says we want to see how it just starts to double. There was no assistance that they provided to support that. And because of interest rates, things actually got worse and the housing shortage was made even worse because we had less housing starts in the last 12 months than we did in the prior 12 months. So that's really, really bad. Your point about construction, a couple of things. If the federal government or the province build major projects like hospitals, they need workers, many of whom could be building housing or they could build a hospital. So when we talk about what the pool of construction workers are, it's kind of limited and when the government starts spending a lot of money like they're doing now, it limits the number of workers that we can get. In fact, we have contractors who won't bid on private jobs because they only bid on public jobs now. So it's a serious issue. The ironic thing about it is, when we read about what's happening with people's income and people who are struggling. Construction jobs on average create about $100,000 a year of income for each worker. So we have a desperate shortage, and we have a lot of people that would do well by making more money. And I think what's happened over the last 50 years is people think that a carpenter is not a respectful or prestigious career. We don't have the training. Right now, we're seeing a lot of people have been working for the last 40 years quitting, retiring, and the newcomers don't have the experience to do. So the ability of trades is one of the most extreme issues we do have in our industry. I think what we're seeing a lot of is the government doesn't believe that any of us can do anything without them telling us what to do. That's my personal opinion, and they're involved with just about everything. I don't think -- I think the numbers are that you're not allowed to charge a Canadian more than $7,000 for tuition, but foreigners pay $50,000. So the schools are incentivized to make their budgets by having more foreign students. Now a lot of those foreign students stay here and contribute a lot to the economy. So I think that's great. But we do end up with a lot of people who are competing for places to live. And whether there are foreign students or people who left the house they grew up and it doesn't really matter, just the demographics are that we've got way more people looking for places to sleep than we have places to sleep. I would say that one thing that we have, they probably have a couple of things that are hurting us right now. And one of them is having debt doesn't help, having development doesn't help. And ironically, people aren't interested in social good right now. They just want the money. So I think what we're doing is important. I think the long-term value is there. I think we're in the middle of having a huge turnover in terms of how our pipeline turns into great buildings. So we're committed to the strategy. We've been taking investors on tours. And I think that's gone pretty well. The write-off of the hotel and the reduction of the dividend didn't help us. And I think it's going to take some time to digest that. On September 6, we're having a teach-in, and rather than doing the properties, I think what we're going to do is go through all the math and all of the properties and try to support investors doing their work on the value that's in the business. But we're in a market where I think the number is in the United States, there's $41 trillion of market cap in the public markets, and Apple is 3, and Microsoft is 2.5. So if you're an American company and you have $60 billion market cap, nobody cares, there's no reason for anybody to own you. Now you come to Canada, and we probably got 8 companies, maybe 15 companies, that would be above $60 billion. So if you're a small cap company in Canada with debt in real estate with development, it's a lonely market. But I've been through this a lot of different times. And I don't think we should change our strategy based upon this enormous tightening of liquidity everywhere and the results that come from it. So we always visit our strategy. We did reduce the dividend because we thought we should focus on what we're building and have a sustainable distribution. Hopefully will appeal to investors that are long-term investors. I think our Board is on site. But I think the work we're doing is very important. And I think we're going to continue doing it. Any happy questions? The buildings that are in this company, the assets are incredible. We're very focused on turning them into income properties. We know they're going to be worth a lot. And just to be clear, Dream Unlimited owns about 32% or 33% of the company. We continue to invest in it. We have 100% conviction. And I think that over time, other people will too. We're always available to chat with everybody. We're having this event that will be in the announced in the press release after the annual meeting. Thank you all for coming out and looking forward to seeing you between now and the next annual meeting as well as next year. So thank you very much.