Joanne S. Ferstman – Chairman-Dream Office REIT
Jane Gavan – President and Chief Executive Officer
Mario Barrafato – Senior Vice President and Chief Financial Officer
Michael J. Cooper – Vice Chairman and Trustee
Ana Radic – Chief Operating Officer
Dundee Real Estate Investment Trust (OTC:DRETF) Annual General Meeting of Unitholders Conference Call May 8, 2014 4:00 PM ET
Joanne S. Ferstman
Good afternoon, everybody, it’s 4 o’clock. We will now call the meeting to order. My name is Joanne Ferstman and I am the Chair of Dream Office REIT, formerly Dundee REIT. We welcome to our Annual Meeting. I would like to introduce those who are seated at the front table, Michael Cooper, Vice Chair and Trustee; Jane Gavan, our new President and Chief Executive Officer; Ana Radic, Chief Operating Officer; and Mario Barrafato, Senior Vice President and Chief Financial Officer.
I’ll also introduce the other members or former members of the board are here today. I will also ask them to stand as I call their names. Ned Goodman, our Honorary Chair; Robert Tweedy; Robert Goodall; and Donald Charter; unfortunately Detlef Bierbaum, Peter Crossgrove, and Duncan Jackman are unable to attend today in person. I will ask the Chair of the meeting and George Valentini will ask the Secretary of the meeting. With the consent of the meeting, I appoint Paul Allen and Graham Stewart of Computershare trust company of Canada as scrutineers of the further meeting.
We will now proceed with our formal business. I have an affidavit from Computershare as to the mailing of the notice of availability of proxy materials and the form of proxy. Our circular and other meeting materials we made available through the notice and access provisions for meeting materials.
I would ask the Secretary to place the affidavit before the meeting and to keep the affidavit with the corporate records. The scrutineers have advised that there are at least two individuals present to our unitholders, are who represent by proxy unitholders who hold at least 10% of the votes attached to all outstanding REIT units.
As a result, we have a forum and I declare the meeting to be regularly called and properly constituted for the transaction of business. After our formal business, the management team will make a brief presentation. and then there will be an opportunity to ask questions. Please hold questions that do not relate to the formal business of the meeting until that time. The first item of business is the presentation of the 2013 Annual Report, which contains the REIT’s audited financial statements for 2013. The Secretary has placed before the meeting, a copy of the 2013 Annual Report.
The next item of business is the election of trustees. As stated in our circular, seven trustees are to be elected at the meeting and seven nominees are named. They are Detlef Bierbaum, Donald Charter, Michael Cooper, Peter Crossgrove, myself, Robert Goodall and Duncan Jackman.
With someone please propose the nominees for election. Thank you. thank you. Are there any further nominations? Since there are no further nominations, I declare the nominations closed. Based on the proxies received, I would mention that each of the seven nominees receives an overwhelming majority of votes, cast in favor of their election as trustee.
After the meeting, we will issue a press release with detailed voting results. As a number of persons nominated 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 seven persons who were nominated have been elected as trustees. I will also take this opportunity to thank our outgoing trustees: Ned Goodman, Bob Tweedy and David Goodman for their valued contribution to the REIT over the years.
The next item of business is the appointment of auditors. The audit committee in the board have recommended the reappoint of Price Waterhouse Cooper’s LLP, chartered professional accountants as auditors. Can I have motion? Thank you. The meeting will now vote on the motion. I propose to take the vote by a show of hands. All those in favor, please raise your hand. Any contrary? The motion is carried. Price Waterhouse Cooper’s LLP have been reappointed as auditors.
This concludes the designated corporate matters for the meeting. If there is no further business, I would ask for motion, concluding the meeting. Thank you. Thank you. All those in favor of the motion, please raise you hands. Contrary? The motion is carried. I now invite the management team to make a short presentation. After their presentation, we will have a question period.
Ana, over to you.
Thank you, Joanne, and good afternoon. Over the past 11 years, Dream Office REIT has built a 24.6 million square foot portfolio that is geographically diversified with assets and offices in nine of Canada’s 10 major markets. 70% of our buildings are located in the central business districts of these markets, and our in-place and committed occupancy exceeds the national average by 450 basis points.
The quality of our assets is the best that has ever been. our top 15 properties pictures above our institutional quality, anchored by credit rated tenants and 13 are located in the central business districts of Toronto, Montreal, Calgary and Edmonton, with the two other assets in suburban Toronto and Vancouver, each directly on the subway or SkyTrain lines. These assets generate 40% of our NOI and are well leased with committed occupancy of 98%.
We have also built an irreplaceable portfolio in downtown Toronto. The map above shows you the 5.4 million square feet located on 15 acres in Canada’s largest city. This is some of the most valuable land in the country. The scale and diversity of this portfolio is particularly valuable. It gives us the ability to offer tenants of diverse sizes at varying price points quality, office space that is exceptionally managed and in the best locations in downtown Toronto, on King, Bay and Yonge Streets, for example.
We have leveraged our scale and diversity of offerings to keep these assets very well occupied. their committed occupancy is 97%. Our downtown leasing team stays close to our tenants and we have retained tenants by meeting their needs throughout the real estate cycle, by expanding them, downsizing them and relocating them throughout our portfolio.
Our team, however, is our greatest asset. Our national platform of experienced real estate professionals, combined with the entrepreneurial cultural dream, gives us a competitive advantage. Our senior leadership has over 90 years of combined experience. They bring with them the benefit of having worked at some of the best real estate companies in Canada, including Oxford, GWL and CB Richard Ellis to name a few.
Our 20% national leasing team has thousands of relationships with tenants and brokers. They are encouraged to think creatively, always be responsive and look for ways to anticipate the needs of our tenants and perspective tenants. This has lead to some recent big wins for us in some challenging markets.
We recently completed a 45,000 square foot conditional transaction with one of the world’s largest, logistics companies. This deal particularly underscores how we leverage the strength of our relationships, our commitment to investing in our assets and our nimble and decisive deal-making to complete this large transaction.
The prospect came to us really just as a price check as they had virtually concluded renewal negotiations at their existing building. Both our Vice President and Director of Leasing cease this opportunity to demonstrate by relocating to Airport Road was preferable to remaining where they were.
We focused on the quality of the building, having just recently upgraded the exterior entrances and lobbies of the buildings, as you can see from the before and after photos. The perspective tenant was impressed with the aesthetics of the building and the positive impression this would make on their staffs, clients and visitors. We also impressed upon the tenant, the value that being part of a professionally managed office campus, our recently renamed airway business corridor would bring.
Above are some examples from our marketing campaign, emphasizing the convenience of the location with its excellent highway access, the upcoming transit link from Union Station, the building’s retail amenities, as well as the physical quality of the buildings and the scale and professionalism of the landlord.
Once the tenant saw the value in this, we proceeded to work to present compelling lease terms that met their fairly immediate occupancy needs, as well as provided them with the expansion flexibility they were looking for. Their senior management team came from Europe to negotiate the deal and we had an agreement concluded in 48 hours.
10 days ago, we also leased over 19,000 square feet Catelli Foods at our 400,000 square foot Commerce West complex on the 427. Again, Catelli was contemplating renewing at a neighboring building and has a longstanding relationship with our leasing Vice President, as a result of his many years in brokerage. They contacted him to discuss the overall market. As we had space available in the complex, he used his opportunity to present our space and the benefits of being at Commerce West. A 10-year deal was concluded at rents in line with our budget and with no downtime between tenants. Catelli Foods will be moving into the building this summer. We are very proud to be able to add these tenants to our above existing roster of quality covenant tenants.
In the last 90 days, with the diversity of our portfolio and our leasing talent, in our entrepreneurial approach, we conclude a huge volume of transactions per year. I walk you through two suburban deals that were contemplated in the last thirty days. But in addition to these larger transactions, we complete dozens of deals per month in our two largest markets, downtown Calgary and downtown Toronto.
In the last 90 days, we have completed 20 new or expansion deals, totaling 82,000 square feet in downtown Calgary with tenants ranging in size from 1,300 to 14,000 square feet. This volume is married in downtown Toronto where our leasing team has been very busy, completing over 70,000 square feet of new leasing with 23 tenants.
We make a very consorted effort to ensure all our vacant space looks the best it possibly can. We build model suites out in most of our markets, so that we have spaces that are moving ready for smaller tenants. This leads to the high leasing volumes, I just spoke of, as well as more immediate cash flow.
In addition to attracting new office tenants to our portfolio, we are working to uncover unrealized value in our one million square foot retail portfolio by both repositioning existing retail and adding new retail spaces. For example, at 150 York Street, in Toronto sensing a growing appetite for good restaurant locations in the downtown core. we requested restaurant concept proposals and received eight different viable responses.
In the end, we chose to partner with Drake referred to by Toronto Life Magazine as an iconically hep Toronto brand. The least deal we completed with the rents 25% higher than those previously in place and the restaurant Drake 150 has become both an excellent amenity for our tenants, as well as a popular city destination.
We have also put our leasing expertise to work at Scotia Plaza, where within the last two months we are placed a poor performing existing retailer with Starbucks at a 185% higher rents and leased 4,000 square foot of underutilized vacant space to an established and well capitalized restaurant group, for open SpeakEasy 21 in March of this year.
We are working on other value creation retail opportunities within the portfolio. These include expanding and upgrading the retail at 8 King Street East by creating access to lower level space from Yonge Street, converting Mezzanine space to two-story retail on Base Street and converting a large lower level space to a grocery of fitness use at 700 De La Gauchetière in Montreal.
In addition, we are working on identifying suburban sites where we can add small retail pads that will both increase the cash flow of the property, as well as expanding amenities we offer to our office tenants. for example, on Airport Road, there is preliminary interest from restaurant operators, who are eager to be located near Pearson International Airport.
By combining Dream’s development experience with our market intelligence and tenant and broker network, we are poised to bring several new development opportunities to market. In Vancouver, where we have an 8 acre site, we have ability to build a 200,000 square foot lead core and shell building offering immediate access to rent for station on the SkyTrain Millennium Line. we are finalizing our design and planned to be marketing the building in the coming months.
In Kitchener, where we have a small parking lot on Kitchener’s main street, King Street, we are marketing a 100,000 square foot lead gold, core and shell urban leasing opportunity. Google having just recently leased 185,000 square feet of new space in downtown Kitchener is an incredible endorsement for the city and the region. Again, with the team we have, we are continually assessing the highest and best use for assets.
We are currently evaluating the feasibility of a significant redevelopment of one of our East Toronto sites. This 15-acre parcel presents a unique opportunity to revitalize and transform our property by introducing a mix of uses that will enhance our office offering. The transformation of this site and introduction of retail and residential uses coupled with already planned improvements to transit in the immediate area will create a more intensified urban setting and extract additional value from our assets.
Again, our portfolio is the best, it has ever been and with our exceptional team and added development capabilities, we are poised to create additional value by upgrading our properties, by putting spaces in buildings to higher and better uses, and by intensifying on underutilized land.
Thank you. I’d now like to turn things over to Mario to talk about capital structure.
Hi, good afternoon everybody. Today, I would like to talk a bit about capital. and first, I’d like to apologize to our investor banker friends, I know this may be a cruel topic and believe me there is no, nothing often intended here. Specifically, I’ll talk about how we manage capital entrusted to us by our investors.
Our times are approach have been creative, sometimes bold, and sometimes complicated. but our investors can always care enough to offer a disciplined, conservative approach with value creation in mind. Over the next few minutes, I’d like to go over our approached capital and how we manage risk and growth.
We enter 2014 with the strongest balance sheet in our history. over the last year, we’ve reduced our overall debt level to 48%, we’ve lowered the level of secured debt to 40%, we’ve obtained an investment grade credit rating, we’ve extended the term of our debt, we’ve lowered the overall interest cost, we’ve improved liquidity by freeing up our credit facilities and we’ve improved our overall financial flexibility by creating over $700 million of potential borrowing capacity.
Relationships with our lenders are critical to our success. and prior to 2007, many of our financings are with the CMBS funds. Over the last three years, we’ve been able to execute large deals for long terms at lower rates with lenders from major institutions including Banks, Pension Funds, Life Insurance companies, all across Canada.
Today, we’re dealing with reputable lenders who have a track record of executing on commitments and who we had long-term relationships with. And you can see, of our total $3.7 billion debt balance, almost $2 billion was completed in the last three years with an average term of eight years and an interest rate of 3.9%.
Having obtained our investment grade credit rating, we introduced unsecured public debt to our capital structure, the following chart tracks the flow of funds into real estate unsecured debt, and you can see the increase in 2013 up to $4.2 billion from $1.8 billion in the year prior.
Already in 2014, the markets are open and $1.6 billion of new issues have already been completed, fixed income investors are more receptive to the REITs, they’re more comfortable with our risk profile. I like the unsecured space it’s a very, very big market. the pricing has come in closer to secured trades. we’ve built up a pool of unencumbered assets, which gives us flexibility and safety. we can do large deals in a short period of time, and we can get a variety of terms, so you can better manage our debt ladder.
And so you can see, we’ve been very active today, we’ve done three issues, totalling $450 million and now unsecured debt makes of about 13% of our total debt. The next slide is our debt maturity ladder. and so you can see by doing long-term secured debt with credible lenders whom we have relationships, we’ve been able push out our debt maturity profile.
By getting into the unsecured capital, we’ve been able to plug the holes in our debt maturity profile with shorter term debt and create a balance ladder, where we have – where no one here opposes the financial risk. By also doing unsecured debt, we have a full of unencumbered. and so should the lending markets tighten at all in those periods, we have submission resources to manage our debt.
We’re very proactive in how we manage our capital. The following slide just reflects the change in our asset base over the last 10 years. Since the inception of our business, we’ve acquired $8 billion assets, but we’ve also sold $3 billion. We’ve been quick to act on value creating opportunities and make our business better. When the economic makes sense to grow for buyers, when it makes sense to sell, we’re active, when it makes sense to be passive; we are. We’re not committed to a particular strategy; we’re always seeking out with the opportunities that will generate a good return for investors.
In the next few slides will get how we managed capital over the last few years. And 2003 was our first year operation, the economic climate was mixed, we are coming off the tax level. There was a slow U.S. economy. We and the entire market struggled to grow in a way. At the time, our distributions exceeded our FFO. We saw opportunities in Western Canada and started to invest. It became very competitive to acquire portfolios, so we built our own completing 54 individual property acquisitions. Executing the strategy resulted in the significant increase in FFO, which grew to cover – more than cover our distributions.
Our portfolio grew to over $3 billion in 2007. Our distribution yield of 5.5%, the tenure bond was about 4.5%. It was a very tight spread and not a compelling investment to yield investor. So, we saw the recent portfolio for $2.4 billion of returned $1.4 billion to our investors, effectively we sold mature high yielding assets with a little growth potential and retained low yielding properties in Western Canada with a high growth potential.
In 2008, the financial crisis commenced. Our unit price dropped $8, 64% of our NOI was in Calgary. The price of oil with a history close, 500 square feet of office play would cover the market and market rents were quickly declining. Our high-octane REIT was in neutral and the best thing for us to do with manage the business cautiously and carried loss of cash.
In 2009, we realized that the impact the credit crisis wasn’t as dramatic in Canada, and we needed to diversify Western Calgary. During this period, we’re able to acquire institutional quality assets in central business districts across Canada, especially in downtown Toronto. For me, the execution of Scotia Plaza acquisition, having best reflected how we approach capital. We are able to buy would be the best asset in our portfolio at a price that wasn’t dilutive to our cash flow.
It was financed by a bought debt in equity deal. And so essentially, our biggest acquisition was done with no financial risk to our unitholders. And soon after time, we were from a portfolio that had no growth, to a nationally diversified REIT with market rent that were 12% above in place. Later that year, we sold our industrial portfolio with the proceeds from the industrial sale, and also from our AFFO growth generated by higher rents. we were further able to strengthen our balance sheet by putting down debt and repurchasing units.
So over the last 10 years, we’ve transformed ourselves a few times and never put our investors in financial risk. In fact, over both of five and 10 horizon, we’ve been able to deliver strong double-digit returns. As part of our capital management strategy, we managed the risk in many ways. We invest in high-quality properties in good locations that will always be in demand by tenants. We diversify our properties geographically and we maintain a solid foundation of high-quality tenants. We try to stagger our lease maturities, so no one here opposes a risk to our ongoing cash flows.
On the rental rate side, we try to ensure we have contractual steps built into our leases and have properties with inherent rental rate growth. For the next three years, we got the potential to increase our NOI by bringing leases to market or at minimum, use these rate increases to buffer any impact from a decrease in occupancy. We feel that a diversified tenant base, a wide range of tenant sizes improves the likelihood of maintaining higher occupancy. The following slide highlights our least role of our profile and average tenant size in our two largest markets: downtown Toronto and downtown Calgary, taking 2017, as an example.
The slide illustrates how 900,000 square feet of lease expiries in downtown Toronto is comprised of 97 tenants, before an average tenant size of 9,400 square feet. These smaller tenants are proven to have a higher retention rate and are typically not attracted to the annuity of our towers. By having 97 separate decisions, impacting our occupancy rather than two to three, we increased our probability of renewal and we minimize our downside risk.
In the following slide, chart is our occupancy against national average. The chart shows our portfolio, has consistently generated higher occupancy than the national average. One thing to note is the trend of the spreads, when the market average trends up, the spread narrows, indicating we have less growth as the leasing market improves. Conversely and more importantly, as the national average decreases the spread widens, implying that our properties historically do better in a tougher leasing market.
I’ve been the CFO for Dundee REIT for eight years and I’m really, really proud of what we accomplished. The balance sheet we had in 2003, compared to today is [19-day] (ph). The quality of our properties have been better, the balance sheets have been stronger, the depth of our team has never been better. And I think whatever circumstances the next five years bring, we’ve never been in a better position to manage it.
I’d now like to introduce Michael.
Michael J. Cooper
Hi, good afternoon. I’ve been the CEO of Dundee REIT and its predecessor companies for almost 20 years. Over that time, we built the business that is meaningful to its investors, employees, tenants and many others who have benefited from our business. We started as an insignificant enterprise in 1996 in our Dundee REIT in Canada and the center piece of Dream’s business. As Dundee REIT has grown and changed and Dream’s grown and changed, we were managing the business differently. so we can not only support our current level of business, but also support our growing enterprise in an increasingly difficult and complex environment.
Over the last couple of years, we have focused on our processes, systems and technologies. we’ve also added the roles of Chief Operating Officer and Portfolio Managers who always get the best performance out of our assets. We’ve added the position of President in our property management company, which is a specialized position focusing on facility management and property management and the property accounting. We can see the new goals setting in performance management system.
I believe that we are managing our business better than ever. Mario as the season CFO who is respected within the industry and Ana has shown us the key to managing the business her role as Chief Operating Officer. Our team has grown; we’ve added new business lines. I approach management and the Board to suggest that maybe the time is for me to step down as CEO of Dundee REIT has arrived and Jane Gavan to assume the role. To my surprise, this has just been met with heartfelt enthusiasm by all.
Now Jane is well known to all of you. she has a background of real estate law in addition to have being Legal Counsel at Oxford prior to joining to us in 1998. Jane has been responsible for executing pretty much every transaction organization has completed over the last 15 years. More recently, Jane has taken responsibility as the leader among our management committee, and then in 2011, Jane accepted the role as CEO of Dundee International has done a remarkable job, establishing and running a complex company at a complex time. She has developed a valuable reputation among investors and the industry generally. We are changing our branding and our name, and it is a good time for Jane to take over.
Now I would like to remain as Chair of the Executive Committee and to be mad in my role as CEO of Dream, I look forward to supporting Jane on strategy and human capital.
As you may have heard yesterday, my wife gave birth to a healthy baby boy. It is very rare to be able to retire as the CEO of a public company within 30 hours of having a new child. But at Dream, we do rare frequently. I think this is also a good time to make a change, because there’s some negative sentiment with the Canadian office market. We have very good assets, a very good management team and as we work through these challenges, the new management team will get credit for their successes. We’ve been through times where leasing market has been worse, we’ve had lesser quality assets and we’ve had a less strong balance sheet.
I am confident that Dream Office REIT is well positioned to overcome the great headwinds. I think this is another step in a series of very significant changes to our business. I’m excited that some of our best people have not only the responsibility to runt the business, but will be seen to be in charge. Jane?
Thank you, Michael. Following Michael Cooper in any context is really hard, whether it’s following him as a speaker, at a podium like today, or whether it’s following him in a job, or actually in life, it’s tough. Michael Cooper is a very hard act to follow. Since the beginning, he has led this company through tremendous change, with clarity and purpose, externally always clear and direct with our stakeholders and internally single-minded in building a culture of excellence and value creation and he has done it all with a wonderful sense of humor and great fun.
While Michael stepping down as the CEO of Dream Office, he is not going very far. He is going to continue as Chair of our Executive Committee and he is going to still provide his insights and his creativity. Unlike always, we’re going to work together on a strategy and direction. But right now, today, this is the moment, this is the transition. And Michael on behalf of our Board, our entire management team and our staff, we want to give you a heartfelt thank you for the wonderful enterprise you’ve created.
Last summer, I became the President of Asset Management for Dream, the Asset Manager for Dream Office. And in that capacity, I oversee the performance of all the REITs, both on the financial targets like AFFO and NOI, as well as developing the strategy. So the role of CEO of Dream Office fits with the task of overseeing our real estate vehicles and it’s just a natural extension of the job I have been doing.
Being officially with Dream Office feels like coming home for me. I’ve been with the Office REIT, even before it was a REIT. Ana, Mario and I have worked on all the watershed transactions from converting to a REIT in 2003 to selling 2.3 billion of our assets in 2007, to buying our single largest assets Scotia Plaza, it’s been a pleasure, and I’m so pleased to formally rejoin the senior management team adding to its already tremendous bench strength. As you’ve seen in her today.
Dream Office is making really good progress on all fronts, focused on occupancy, identifying the jewels within the assets that already have, all against the backdrop of an exceptional strong balance sheet. On average, over the last few real estate cycles, good and bad, we’ve outperformed the market on so many metrics. Our occupancy is tended to be higher than the industry, even more so when the markets are tough.
In this market, when getting the value out of every asset is such a driver. We have an operating platform that’s built to deliver. Our balance sheet is strong with low leverage and lots of unencumbered assets. The value of our assets in our financial stability is not reflected in our share price, particularly in respect of the irreplaceable assets that we’ve collected and assembled in the best markets in Canada.
As the slide behind me can attest, in our history, we’ve never had a better quality portfolio or stronger balance sheet. We know that the office market is set to face some headwinds. but we also know we head into it, but the best real estate we’ve ever owned. Our senior management team who skillfully managed through a few real estate cycles and enviable balance sheet in an operating platform with spreads across several disciplines, we’ve never had before. And we’re ready to outperform again.
So, thank you to our team, to our board of trustees, and most importantly to our unitholders. That’s the conclusion of our presentation. I’d like to open floor to any questions, please.
Sure. We changed our name, well started a year ago our asset managers, which was formally known Dundee Realty Corporation was wound out of Dundee Corporation. in that time, it was decided between the parties that the party leave and the asset manager would change his name. it will no longer be able and to use the name, Dundee. so we needed to find a new name. we have been using the name, Dream, and it seemed to be a consistent and the good time to re-brand our whole portfolio.
And so we’ve been doing that, for the last year, trying to convey to the market the breadth of the platform we have, whether it’s home construction, office REIT, industrial REIT, global REIT. there is a unified platform that really a lot of other enterprises can’t access. So among us, we share construction, retail expertise, tax expertise, then an individual REIT for example, wouldn’t normally have access to.
So accordingly, that’s why we decided to re-brand and really capitalize on the breadth of that platform. and I can tell you it’s my experience leading Dream Global. It’s been immeasurably helpful to need to be able to point to the size of the platform we have. When we were a newcomer to a new market, being able to point to what was behind us with that name has been really valuable, and accordingly Dream. Yes.
Mike, you speak about dam.
Michael J. Cooper
Dream Corporation is the majority owner of the former Dundee Realty, which is the manager of the REITs. and as part of creating a new business, we change all of the names to Dream. but fundamentally, Dream is the Asset Manager, they have 178 professionals including our debt engineers and finance, construction, marketing, general counsel, tax and that they provide the services to be able to manage all of the businesses.
Any other questions? If there are no other questions, management is going to be staying around. so we would be delighted to speak with you, and I believe the bars open. so thank you.
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