RFA Financial Inc. (RFA) Earnings Call Transcript & Summary

Good afternoon, everyone. Welcome to the Annual Meeting of Unitholders of Artis REIT. I am Ben Rodney, the Chair of the Board. I'm pleased that we're able to meet in person this year and connect with many of you today. For those of you who are unable to meet us in person, we will also be providing a live audio webcast, a replay of which will be available on the Artis REIT website following this meeting. Before we get started, I would like to introduce our trustees: Heather-Anne Irwin; Samir Manji; myself, Ben Rodney; Mike Shaikh; Aida Tammer; Lis Wigmore; and Lauren Zucker. I would also like to introduce the members of our senior management team, some of whom are here with us today, Samir Manji, President and CEO; Jaclyn Koenig, CFO; Kim Riley, COO. I'd like to personally thank the management team and the trustees for all the hard work and dedication. We've had a tremendous year and it's a pleasure to work with all of you. So thank you. And most importantly, to our unitholders and owners here, thank you kindly for being here, and thank you so much for your trust. Much appreciate it. I will now move to the formal business of the meeting. I call this meeting to order. I will preside as chair of this meeting, and I appoint Kara Watson, the Corporate Secretary of the REIT to act as secretary for the meeting. I appoint TSX Trust Company to act as scrutineer for the meeting. Nicole Silvera is here to represent TSX. Thank you. Notice calling this meeting and related management proxy materials are mailed to all unitholders of the REIT. As a confirmation of mailing is available for inspection by any unitholder, I will dispense with calling for a reading of the notice of meeting and direct that a copy of the confirmation be kept by the secretary within the minutes of the meeting. I am advised by the secretary who has the scrutineer's report on attendance that a quorum is present. The scrutineer reports that there are 62 unitholders present in person or by proxy at today's meeting, representing approximately 64.66% of the issued and outstanding units. I direct that a copy of the scrutineer's complete report on attendance be kept with the minutes of the meeting. Notice having been given and a quorum being present, I declare this meeting to be duly constituted for the transaction of business. I would like to make a few comments with respect to the preceding -- procedures of this meeting. There will be an opportunity for registered unitholders and proxy holders in attendance to ask questions on each motion. Following this motion, I will ask if there are any related questions. We ask that you save any questions that are not in respect of a particular motion for the general question-and-answer session following the formal business of the meeting. We will announce the preliminary results of voting at the end of today's meeting, and the official results will be filed on SEDAR and available to our website. In order to facilitate the proceedings for today's meeting, I've asked Kim Riley and Jaclyn Koenig to move and second the proposals related to the items of business identified in the notice of meeting. As the first item of business, the REIT's annual financial statements for the year ended December 31, 2021, and the auditor's report thereon are hereby placed before the meeting. Management will be pleased to deal with any related questions concerning the financial statements during the general question period, which follows this meeting. Copies of the 2021 annual report, including the REIT's financial statements and management discussion and analysis for the year ended December 31, 2021, are available at the meeting today. These documents are also publicly available on SEDAR and on the REIT's website. We will now proceed with fixing the number of trustees to be elected at this meeting, which to be approved as an ordinary resolution. It is proposed the number of trustees be fixed at 7. May I have a motion?

Chair, I so move.

Thank you. Are there any questions specific to the most to this motion? As there are no questions, I ask all those [indiscernible], please raise your hand. All those against this motion, raise your hand. I declare this motion carried. We will now proceed with the election of trustees for the ensuing year, which is to be approved as an ordinary resolution. I will now receive nominations for the election of trustees.

Chair, I nominee for election as trustees, each of: Heather-Anne Irwin, Samir Manji, Ben Rodney, Mike Shaikh, Aida Tammer, Lis Wigmore and Lauren Zucker to serve until the next Annual General Meeting of Unitholders.

As the REIT has not received advanced notice of any other nominations, in accordance with Section 6.9 of the REIT's Declaration of Trust, I hereby declare the nominations closed. Are there any other questions specific to this motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. We will now proceed with the reappointment of the auditors of the REIT, which is to be approved as an ordinary resolution. It is proposed that Deloitte LLP be reappointed as external auditors of the REIT until the next annual meeting of unitholders and that the trustees be authorized to fix their remuneration. May I have a motion.

Chair, I so move.

Thank you. Are there any questions specific to this motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. The next item of business is to consider in an advisory nonbinding capacity in an ordinary resolution in the form set out in the circular with respect to the REIT's approach to executive compensation. May I have a motion?

Chair, I so move.

I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. The next item of business is to consider an ordinary resolution approving the termination of the fourth amended and restated unitholders right plan agreement dated as of September 24, 2020, between Artis REIT and AST Trust Company as rights agent. May I have a motion?

Chair, I so move.

I second the motion.

Thank you. Are there any questions specific to this motion? As there are no questions, I ask all those in favor to please raise their hand. All those against this motion, please raise your hand. I declare this motion carried. As I've been advised by the scrutineer that the ballots deposited for the meeting have put in favor of today's motions by the necessary margins, as such, I declare each of the resolutions considered at today's meeting as carried. The exact number of votes cast in respect to each manner will be filed on SEDAR and by press release, which will also be made available on our website. This concludes the formal business brought before the meeting. I wish to thank you all for attending, and I now declare the formal portion of this meeting to be closed. I will now turn the meeting over to Artis' President and CEO, Samir Manji, for his remarks. Thank you kindly.

Thank you very much, Ben. Good afternoon. I want to echo our Chairman's remarks earlier where he expressed gratitude to those who are here joining us for the inaugural AGM in Toronto for Artis REIT, and of course, the first time we've been able to gather in person since the pandemic. I'd like to, on behalf of our Board of Trustees and management team, provide a brief update on the progress that we've made over the course of the last 15 months since announcing on March 10 of last year, our new vision and strategy or what we coined as our business transformation plan, that aspires to see Artis evolve into a best-in-class asset manager that focuses on value investing and in doing so, aims to grow and enhance net asset value per unit for our owners. It's been, suffice it to say, a very busy 15 months during which we have taken a very focused approach in executing on what we described as the 3 key pillars that form our strategy: the first, to strengthen our balance sheet to provide Artis with liquidity and flexibility; the second, to drive organic growth; and the third, to focus on value investing by identifying opportunities that we believe are mispriced, misunderstood or mismanaged. And I'd like to spend just a few minutes touching on the progress that we've made under each of these 3 key pillars. On the balance sheet front, we early on, following the March announcement last year, embarked on a series of dispositions that included a milestone transaction last summer that saw us divest our portfolio of industrial assets here in the GTA market. And that single-handedly provided us with a transformational event or transaction that would shape and has shaped the strength of our balance sheet since that point in time. That was part and parcel of a series of other dispositions that included, in aggregate, 44 assets that we've sold over the course of the past 5 quarters, totaling just shy of $1 billion of transactions. Along the same time, we've been active with our normal course issuer bid, having acquired, repurchased and canceled over 15 million units at an average cost of $11.61 per unit, and through those and other initiatives have been able to achieve one of our key stated objectives of reducing our overall leverage that on March 31, 2022, saw debt as a ratio of our overall gross book value reduced to 43.0% from 49.3% when we began this overall exercise. And along the way, through the efforts of the entire team, led by Jackie Koenig, our Chief Financial Officer, we've been able to maintain our DBRS credit rating. The second pillar is driving organic growth. And here, I'll start with the bottom of the slide where we've been very busy under the leadership of our Chief Operating Officer, Kim Riley, in our day-to-day operational activities on the leasing front. Despite some of the turbulence we've seen in the overall market, we've seen generally good progress. We've been able to maintain our overall occupancy of approximately 90%, including committed leases. And in doing so, have been able to, through renewals, see our rate increase an average of 4.1%, including 7.8% in this last quarter. On the development front, which forms another integral part of organic growth, we have made very good progress with the handful of development initiatives that we have underway. At Park 8Ninety, we are now wrapped up in the development of our final phase in what combined with the first 4 phases will produce 1.8 million square feet of next-generation industrial product for us in the Greater Houston market. Phase 5 of Park 8Ninety includes 3 buildings, and we are seeing continued momentum on the leasing front with a lot of interest that we are engaged in dialogue with and discussions within these 3 buildings, including some prospective tenants that are looking to secure a lease for a full building. Continuing on with Park Lucero East, which is the final phase of our 1.1 million square feet of total GLA in the Park Lucero development. This final phase, as many of you may know, is one where we actually established a joint venture with an institutional investor that has Artis retaining only a 10% ownership stake, but with a structure that if we are successful on the other side, could prove to be very lucrative for Artis and its owners through the general partner carry structure that we have in this development. And once again, we are well underway. We should see construction wrap up this summer and are already in discussions regarding the leasing of each of the 3 buildings that form this final phase of that development. Blaine 35 is once again a 3-building development in the Greater Minneapolis market that we embarked on shortly after the new Board took office in late 2020 and when this opportunity was presented to us and have made great strides. We are in good shape from an overall development and cost perspective and have been seeing, again -- once again, strong activity in so far as leasing interest for all 3 of the buildings. And then finally, our 580,000 square foot development in downtown Winnipeg, which includes almost 400 units of luxury rental product combined with approximately 45,000 square feet of retail at the podium of 300 and 330 Main. We've got most of that retail space leased and are in the early stages of the pre-leasing of the first 20 of 40 floors of residential product. That first half of the building of rental should be coming to market and begin occupancy in Q4 of this year. So overall, we feel we are in very good shape. And despite the fact that we're seeing inflationary pressures in the construction market overall, the fact that our developments have been underway for quite some time has us having mitigated most of that risk with these developments. And the final pillar of our three-pronged strategy is our focus on value investing. And while we have a number of initiatives underway, I'll just briefly touch on significant announced initiatives that many of you are aware of. The first is the completion of the privatization of Cominar REIT, which took place on March 1, where Artis alongside Sandpiper and other partners formed a consortium that were successful in acquiring Cominar. Artis' share in that ownership structure has us owning almost 1/3 of the equity interest in what is now a privatized Cominar. Again, as many of you know from the details that were announced, what began as a 310 portfolio or property portfolio has now been consolidated to 83 assets that were retained by the consortium. Another 40 assets were sold to [ Group Mac ] and the balance, which formed the lion's share of the industrial portfolio in Cominar was also sold concurrently at closing to Blackstone, thereby allowing us as a consortium to retain these 83 assets that we estimate have a fair value approaching $3 billion at a significant discount when you translate the $11.75 per unit price that we paid for that acquisition. We're very optimistic about the opportunity this represents for Artis' owners and look forward to reporting on the progress we're making with that investment in the quarters that lie ahead. The second significant announcement we've made is Artis' ownership interest in Dream Office. And here, once again, we see a very compelling opportunity. Despite what we may see in our -- in the headlines these days, we have a bullish look or view on the future of office long term. And more importantly, we see in Dream Office, a very high-quality portfolio of assets, a very strong management team and an entity whose unit price in the market today, we believe, reflects a significant discount to the underlying value of this portfolio of assets. I'll just briefly touch on our environmental, social and governance initiatives. And I want to start by saying that as an organization, we are very committed to our focus on ESG and ensuring both at an operational level, but I would say also from a cultural mindset standpoint, that we remain in a disciplined manner focused on opportunities available to us to enhance all 3 of the different elements of the ESG within our organization we do on a day-to-day basis. We have, over the course of these last 16 or 17 months, already been able to establish a few feathers in our cap really beginning with the work that we embarked upon from the time that the governance changes that took place at Artis at the Board level were under our belt in December of 2020. And I want to acknowledge Lis Wigmore, the Chair of our GNC Committee, and the members of the committee for their leadership. I also want to acknowledge and recognize Kim Riley and Heather Nikkel, who Co-Chair our ESG Committee within Artis, for all of their hard work and leadership. I'm not going to go through each of the bullets here, but you can see over the course of these last several quarters, we've made very good progress, both from a governance perspective, but also at an operational level. We're very proud of our accomplishments and look forward in 2022 and beyond in building upon the progress that we've made when it comes to our ESG initiatives. So with that, I'm going to just conclude by summarizing for our owners of the REIT and other stakeholders what the road ahead looks like. Number one, we are going to continue from an operational and execution standpoint to focus on our KPIs that we announced and established as part of our business transformation plan announcement last March, the most critical and important one of which is our focus on growing net asset value per unit. Intrinsic value for us is sacrosanct. And many of the initiatives we have underway have that as an underpinning in terms of the key objective at hand so that in the long term, we can, as a board, as a management team, as fiduciaries for our owners fulfill that critical objective of ours to ensure that the assets we've been entrusted with are operating at an optimal level. And through that and other capital allocation decisions, we are able to, on a sustainable basis, grow net asset value per unit each and every year. Number two, to continue to drive organic growth, which will not only contribute to that net asset value per unit metric, but also other key metrics, including FFO and AFFO per unit. Number three, to continue with our focus on value investing that we believe will, in the long term, produce above-average risk-adjusted returns for our owners. And finally, as I've already touched on, to remain disciplined and focused in the area of ESG to try and establish and model best [ practices ] as we know other peers of ours in the broader real estate sector are also committed to. So with that, I'm going to stop here, and we look forward to addressing any questions we may have in the audience. We have a microphone set up in the middle of the room. And anyone who would like to ask a question is welcome to make their way to the microphone and present their questions.

I'm Paul Durnan from Burlington. Okay. The share price now is slightly above $13, and the book value is about $19, isn't it?

Correct.

So the fact that you've disposed of all of these properties over a 2-year period has kind of given you downward momentum in the eyes of investors. And so now, what percent is industrial?

Today, roughly 8.7 million square feet of our 17.5 million square feet or so...

Half of it?

Just under half, yes.

Okay. My question is this, like, okay, during the COVID, everybody is at home ordering things on the computer screen, getting delivery to the door. Now that the COVID is coming to an end, I think people are going back to the shopping center. And I actually don't want to buy a pair of shoes without trying them on, to tell you the truth. Go back to the shopping center, ask the salesman the questions and work the knobs. It's shopping to me. And I wonder if there's a little bit of a correction coming in, in industrial for the whole industrial warehouse space, not just your company. And also, I was under the impression that to -- for home delivery, you need 3x as much floor space in the industrial setting compared to the backroom of the department store, 3x as much floor space. So if people -- the food court is a social thing. You meet your friends there in the shopping center. I wonder if there's really going to be a correction in industrial, real estate which will affect FedEx and Purolator and all these other people. And I can't like -- don't tell me it's for free to deliver to your door. That's kind of silly with today's gasoline prices. And now who's the -- Amazon said on -- the Amazon guy, not this guy, the guy before him, said, "Oh, yes, you want free delivery. With today's gas prices, the cost of the truck, the driver? How could anybody ask for free delivery?"

Thank you for that, Paul. And could you just clarify your question, please?