Q1 2022 Artis Real Estate Investment Trust Earnings Call

Samir Manji: We sold one industrial and two office properties, which combined with property sales in 2021 equates to 44 properties sold since last March. Proceeds from these dispositions have been used to fund our NCIB, to reduce outstanding debt, and to increase liquidity. On the NCIB front, we bought back 4.2 million units at an average price of CAD 12.46, a significant discount to our current NAV of CAD 19.09 at 31 March. We ended Q1 with total debt to gross book value of 43%, a significant decrease from the 49.3% we reported prior to the announcement of our business transformation plan. Our overall liquidity remains healthy and strong. The next pillar of the strategy is driving organic growth through development of our assets.

Samir Manji: We sold one industrial and two office properties, which combined with property sales in 2021 equates to 44 properties sold since last March. Proceeds from these dispositions have been used to fund our NCIB, to reduce outstanding debt, and to increase liquidity. On the NCIB front, we bought back 4.2 million units at an average price of CAD 12.46, a significant discount to our current NAV of CAD 19.09 at 31 March. We ended Q1 with total debt to gross book value of 43%, a significant decrease from the 49.3% we reported prior to the announcement of our business transformation plan. Our overall liquidity remains healthy and strong. The next pillar of the strategy is driving organic growth through development of our assets.

Samir Manji: This includes enhancing performance at our existing properties as well as growth through new development projects. As of 31 March, our portfolio occupancy, including commitments, remained stable at 91.6%, and we achieved a 7.8% rental increase on renewals that commenced in the quarter. In terms of development progress, we completed the fifth and final phase of Park 890 in Houston, adding 675,000 square feet of industrial space to the existing 1.1 million square feet across the first four phases. Also, during Q1, we began pre-leasing the first 20 floors of apartments at 300 Main in Winnipeg. Earls, who occupies space on the main floor of the building, opened for business.

Samir Manji: This includes enhancing performance at our existing properties as well as growth through new development projects. As of 31 March, our portfolio occupancy, including commitments, remained stable at 91.6%, and we achieved a 7.8% rental increase on renewals that commenced in the quarter. In terms of development progress, we completed the fifth and final phase of Park 890 in Houston, adding 675,000 square feet of industrial space to the existing 1.1 million square feet across the first four phases. Also, during Q1, we began pre-leasing the first 20 floors of apartments at 300 Main in Winnipeg. Earls, who occupies space on the main floor of the building, opened for business.

Samir Manji: The other development projects that we have underway, Blaine 35, Minneapolis, and Park Lucero East in Phoenix, are coming along nicely, and we're very pleased with the strong leasing interest we've witnessed to date in both projects. The last pillar of our strategy is value investing by redeploying capital into new investments, including core cash flowing hard assets and undervalued publicly traded real estate securities. On 1 March, we, alongside our consortium partners, closed on the previously announced privatization of Cominar REIT. This was a milestone transaction for Artis and its unitholders. Since announcing the transaction last October, our conviction in the intrinsic value of Cominar's real estate portfolio and the corresponding value upside in front of us has only strengthened. Artis' total investment in this transaction was CAD 212 million.

Samir Manji: The other development projects that we have underway, Blaine 35, Minneapolis, and Park Lucero East in Phoenix, are coming along nicely, and we're very pleased with the strong leasing interest we've witnessed to date in both projects. The last pillar of our strategy is value investing by redeploying capital into new investments, including core cash flowing hard assets and undervalued publicly traded real estate securities. On 1 March, we, alongside our consortium partners, closed on the previously announced privatization of Cominar REIT. This was a milestone transaction for Artis and its unitholders. Since announcing the transaction last October, our conviction in the intrinsic value of Cominar's real estate portfolio and the corresponding value upside in front of us has only strengthened. Artis' total investment in this transaction was CAD 212 million.

Samir Manji: Of this, CAD 112 million, including our previously owned Cominar units that had a fair value of CAD 13.5 million, was allocated to the acquisition of 32.64% of the common equity units in the newly formed entity. The remaining CAD 100 million was invested in junior preferred units that carry an 18% annual rate of return, an attractive return for our unitholders. The difference between the CAD 112 million invested in common equity units and the fair value of the net assets acquired as part of the transaction resulted in a bargain purchase gain at Artis' share of CAD 111.7 million.

Samir Manji: Of this, CAD 112 million, including our previously owned Cominar units that had a fair value of CAD 13.5 million, was allocated to the acquisition of 32.64% of the common equity units in the newly formed entity. The remaining CAD 100 million was invested in junior preferred units that carry an 18% annual rate of return, an attractive return for our unitholders. The difference between the CAD 112 million invested in common equity units and the fair value of the net assets acquired as part of the transaction resulted in a bargain purchase gain at Artis' share of CAD 111.7 million.

Samir Manji: There is also a tax component to the transaction, and we have recorded a deferred tax liability of CAD 27.8 million as a partial offset to the CAD 111.7 million bargain purchase gain. The bargain purchase gain we recorded this quarter demonstrates the value we are both committed and highly motivated to build for our owners. The significant transaction, we hope, is reflective of what is possible for Artis and its owners as we continue to evaluate and explore other opportunities. During 2021, we also began accumulating a position in Dream Office, which culminated in the announcement that we, together with our joint actors, had acquired a 10% ownership position in Dream Office. Subsequent to the end of the quarter, we further announced that our ownership position had increased to 12%.

Samir Manji: There is also a tax component to the transaction, and we have recorded a deferred tax liability of CAD 27.8 million as a partial offset to the CAD 111.7 million bargain purchase gain. The bargain purchase gain we recorded this quarter demonstrates the value we are both committed and highly motivated to build for our owners. The significant transaction, we hope, is reflective of what is possible for Artis and its owners as we continue to evaluate and explore other opportunities. During 2021, we also began accumulating a position in Dream Office, which culminated in the announcement that we, together with our joint actors, had acquired a 10% ownership position in Dream Office. Subsequent to the end of the quarter, we further announced that our ownership position had increased to 12%.

Samir Manji: This is one of several strategic public securities investments we have made. We look forward in time to expanding our narrative around specific entities we've invested in, but we will do this in a thoughtful, calculated manner that we believe is in the best interest of Artis' unitholders, so as to ultimately keep our cost of investment as low as possible, thereby enhancing the probability of maximizing our returns on the other side. We are off to a good start in 2022. We're looking forward to providing further updates on our progress after Q2. We're also looking forward to holding our annual general meeting in person on 9 June 2022 in Toronto.

Samir Manji: This is one of several strategic public securities investments we have made. We look forward in time to expanding our narrative around specific entities we've invested in, but we will do this in a thoughtful, calculated manner that we believe is in the best interest of Artis' unitholders, so as to ultimately keep our cost of investment as low as possible, thereby enhancing the probability of maximizing our returns on the other side. We are off to a good start in 2022. We're looking forward to providing further updates on our progress after Q2. We're also looking forward to holding our annual general meeting in person on 9 June 2022 in Toronto.

Samir Manji: We look forward to the opportunity to meet our fellow owners and other stakeholders at our AGM. With that, I'll turn it back over to the operator to moderate the question and answer session.

Samir Manji: We look forward to the opportunity to meet our fellow owners and other stakeholders at our AGM. With that, I'll turn it back over to the operator to moderate the question and answer session.

Operator: Thank you, sir. Ladies and gentlemen, we now conduct the question and answer session. If you'd like to ask a question, press star then the number one on your telephone keypad. If you'd like to withdraw your question, press star two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from Jonathan Kelcher with TD Securities. Please go ahead. Jonathan, your line is now open.

Operator: Thank you, sir. Ladies and gentlemen, we now conduct the question and answer session. If you'd like to ask a question, press star then the number one on your telephone keypad. If you'd like to withdraw your question, press star two. If you're using a speakerphone, please lift the handset before pressing any keys. One moment please for your first question. Your first question comes from Jonathan Kelcher with TD Securities. Please go ahead. Jonathan, your line is now open.

Jonathan Kelcher: Sorry about that, was on mute. Good afternoon. Just so first question on the asset sales. You did CAD 65 million in Q1. You've got CAD 60 million held for sale. How should we think about that this year?

Jonathan Kelcher: Sorry about that, was on mute. Good afternoon. Just so first question on the asset sales. You did CAD 65 million in Q1. You've got CAD 60 million held for sale. How should we think about that this year?

Samir Manji: Thanks, Jonathan. I would suggest, as we have previously disclosed, you know, we have earmarked about CAD 500 million of dispositions for 2022, and we remain committed. While it's clear that most of that will be back-ended by virtue of what we have reported in properties held for sale and what we've completed in Q1, we nevertheless are confident we'll be able to achieve what was previously disclosed.

Samir Manji: Thanks, Jonathan. I would suggest, as we have previously disclosed, you know, we have earmarked about CAD 500 million of dispositions for 2022, and we remain committed. While it's clear that most of that will be back-ended by virtue of what we have reported in properties held for sale and what we've completed in Q1, we nevertheless are confident we'll be able to achieve what was previously disclosed.

Jonathan Kelcher: Okay. Are you seeing any changes in the market with the increase in interest rates over the last six weeks or so?

Jonathan Kelcher: Okay. Are you seeing any changes in the market with the increase in interest rates over the last six weeks or so?

Samir Manji: To date, we have not. As we all know, you know, the things continue to move in a fairly meaningful manner, including the volatility we're seeing. At this point, we have not seen any significant change. Obviously a lot remains to be determined as we continue to navigate forward.

Samir Manji: To date, we have not. As we all know, you know, the things continue to move in a fairly meaningful manner, including the volatility we're seeing. At this point, we have not seen any significant change. Obviously a lot remains to be determined as we continue to navigate forward.

Jonathan Kelcher: Okay. If there is a change, would that impact the amount? Like, would you pull back on your sale target?

Jonathan Kelcher: Okay. If there is a change, would that impact the amount? Like, would you pull back on your sale target?

Samir Manji: I don't believe we will. I say that on the assumption that if there are changes, they will not be material in nature. Obviously, again, we're living in volatile times, so nobody can really clearly predict what the next several months holds in store. Right now we remain committed to the path we're on, and general indications suggest healthy demand in the private transaction environment.

Samir Manji: I don't believe we will. I say that on the assumption that if there are changes, they will not be material in nature. Obviously, again, we're living in volatile times, so nobody can really clearly predict what the next several months holds in store. Right now we remain committed to the path we're on, and general indications suggest healthy demand in the private transaction environment.

Jonathan Kelcher: Okay. Just on your operations, you had CAD 1.8 million in lease termination income in the quarter. Was that a bunch of small ones or was there one large one? Maybe a little bit of color on that. If you have any lease termination coming up in the next couple of quarters.

Jonathan Kelcher: Okay. Just on your operations, you had CAD 1.8 million in lease termination income in the quarter. Was that a bunch of small ones or was there one large one? Maybe a little bit of color on that. If you have any lease termination coming up in the next couple of quarters.

Jaclyn Koenig: In terms of in the quarter, no individually significant ones to bring to the attention of the group. Is there anything you can add there, Kim, on any future expectations?

Jaclyn Koenig: In terms of in the quarter, no individually significant ones to bring to the attention of the group. Is there anything you can add there, Kim, on any future expectations?

Kim: Nothing that I'm aware of at the moment. That's more of a one-time item.

Kim Riley: Nothing that I'm aware of at the moment. That's more of a one-time item.

Jonathan Kelcher: Okay, thanks. I'll turn it back.

Jonathan Kelcher: Okay, thanks. I'll turn it back.

Samir Manji: Thanks, Jonathan.

Samir Manji: Thanks, Jonathan.

Jaclyn Koenig: Thank you.

Jaclyn Koenig: Thank you.

Operator: Your next question comes from Mario Saric with Scotiabank. Please go ahead.

Operator: Your next question comes from Mario Saric with Scotiabank. Please go ahead.

Mario Saric: Hi, good afternoon, and thanks for taking the questions. I wanted to come back to this, the bargain purchase option, just to get a better understanding of kind of the mechanics of quantifying it. Samir, based on kinda what you highlighted, essentially the CAD 112 million is the difference between what you think the fair value of the assets you acquired and your purchase price, essentially, which I guess indirectly would have been CAD 11.75 a share, which is where Cominar is privatized. Like, just thinking about it differently, are you essentially saying that the assets that you acquired are worth closer to CAD 23 per unit, per Cominar unit, which is essentially double what was paid? Like, how should I think about the mechanics behind all of it?

Mario Saric: Hi, good afternoon, and thanks for taking the questions. I wanted to come back to this, the bargain purchase option, just to get a better understanding of kind of the mechanics of quantifying it. Samir, based on kinda what you highlighted, essentially the CAD 112 million is the difference between what you think the fair value of the assets you acquired and your purchase price, essentially, which I guess indirectly would have been CAD 11.75 a share, which is where Cominar is privatized. Like, just thinking about it differently, are you essentially saying that the assets that you acquired are worth closer to CAD 23 per unit, per Cominar unit, which is essentially double what was paid? Like, how should I think about the mechanics behind all of it?

Samir Manji: Yeah, thanks. Thanks, Mario. Remember that, you know, we're talking about gross asset values, whereas the equity component of our investment is a much smaller ratio. So one should not take our equity component, which is, again, a significantly smaller ratio of the overall consideration paid for the privatization and the fact that we're seeing an almost double of that number. That doesn't suggest the gross asset or, sorry, the gross transaction price is double. So if you adjust accordingly, it really, on the equity we invested, which at 100% level is about CAD 350 million, you know, one could and correctly translate that into an additional CAD 350 million of upside through the value delta that we estimate.

Samir Manji: Yeah, thanks. Thanks, Mario. Remember that, you know, we're talking about gross asset values, whereas the equity component of our investment is a much smaller ratio. So one should not take our equity component, which is, again, a significantly smaller ratio of the overall consideration paid for the privatization and the fact that we're seeing an almost double of that number. That doesn't suggest the gross asset or, sorry, the gross transaction price is double. So if you adjust accordingly, it really, on the equity we invested, which at 100% level is about CAD 350 million, you know, one could and correctly translate that into an additional CAD 350 million of upside through the value delta that we estimate.

Samir Manji: That valuation exercise is consistent with a prior practice at Cominar with respect to updated appraisals on a certain ratio of assets that rolls on an annual basis, and then additional valuations based on prevailing market cap data from third-party sources. Overall, you know, we feel reasonably comfortable in what we're seeing on the valuation front, and that's further validated by a handful of dispositions that we've actually made in these early days on the net 83 assets that we retained in that privatization, where we've been able to divest of those properties at values equal to or greater than the underwritten values or IFRS values that we have on our books.

Samir Manji: That valuation exercise is consistent with a prior practice at Cominar with respect to updated appraisals on a certain ratio of assets that rolls on an annual basis, and then additional valuations based on prevailing market cap data from third-party sources. Overall, you know, we feel reasonably comfortable in what we're seeing on the valuation front, and that's further validated by a handful of dispositions that we've actually made in these early days on the net 83 assets that we retained in that privatization, where we've been able to divest of those properties at values equal to or greater than the underwritten values or IFRS values that we have on our books.

Mario Saric: Okay. That was gonna be my next question, 'cause I guess it was noted that the external appraisal done during the quarter, none pertained to the equity investment as classified. I would ask if there were actually any assets disposed of within that equity investment that would kinda support an evaluation of the CAD 350 million delta you were presenting.

Mario Saric: Okay. That was gonna be my next question, 'cause I guess it was noted that the external appraisal done during the quarter, none pertained to the equity investment as classified. I would ask if there were actually any assets disposed of within that equity investment that would kinda support an evaluation of the CAD 350 million delta you were presenting.

Samir Manji: Yeah. No, we feel very comfortable. Again, having a few dispositions under our belt is certainly very comforting.

Samir Manji: Yeah. No, we feel very comfortable. Again, having a few dispositions under our belt is certainly very comforting.

Mario Saric: Are there plans going forward in terms of, you know, appraising that equity accounted investment, on a routine basis? Or, will it be similar to what happened this quarter in terms of just, you know, looking at assets as you sell them and using those as support?

Mario Saric: Are there plans going forward in terms of, you know, appraising that equity accounted investment, on a routine basis? Or, will it be similar to what happened this quarter in terms of just, you know, looking at assets as you sell them and using those as support?

Kim: Yeah. Correct. It goes along with our accounting. The net equity investment is recorded at fair value. You'll see fluctuations quarter to quarter, but everything will be marked to the IFRS fair values.

Jaclyn Koenig: Yeah. Correct. It goes along with our accounting. The net equity investment is recorded at fair value. You'll see fluctuations quarter to quarter, but everything will be marked to the IFRS fair values.

Mario Saric: Okay. Can you remind us in terms of Dream Office how do you treat the valuation for your IFRS purposes? Is it estimated based on the value of Dream that you hold internally in Dream's IFRS NAV or the trading price?

Mario Saric: Okay. Can you remind us in terms of Dream Office how do you treat the valuation for your IFRS purposes? Is it estimated based on the value of Dream that you hold internally in Dream's IFRS NAV or the trading price?

Kim: The investments in our equity securities are recorded at the market price at the end of the quarter.

Jaclyn Koenig: The investments in our equity securities are recorded at the market price at the end of the quarter.

Mario Saric: Okay. Maybe switching gears then to the disposition program, which you merely mentioned, the CAD 500 million still kind of intact, notwithstanding some of the market volatility that we're seeing here today. You know, you're in the beneficial spot of being able to invest in both public securities and private market assets. The latter or the former has seen quite a bit of pressure in the last couple of weeks, creating some potentially really attractive opportunities that may have not existed, you know, a month ago. Does the volatility in the public market change the eagerness or willingness to sell assets in the private market in order to fund those potentially incremental opportunities?

Mario Saric: Okay. Maybe switching gears then to the disposition program, which you merely mentioned, the CAD 500 million still kind of intact, notwithstanding some of the market volatility that we're seeing here today. You know, you're in the beneficial spot of being able to invest in both public securities and private market assets. The latter or the former has seen quite a bit of pressure in the last couple of weeks, creating some potentially really attractive opportunities that may have not existed, you know, a month ago. Does the volatility in the public market change the eagerness or willingness to sell assets in the private market in order to fund those potentially incremental opportunities?

Mario Saric: Do you think you have enough liquidity, enough balance sheet capacity to really take advantage of the recent volatility in the public markets without kind of redefining or rejigging the disposition program?

Mario Saric: Do you think you have enough liquidity, enough balance sheet capacity to really take advantage of the recent volatility in the public markets without kind of redefining or rejigging the disposition program?

Samir Manji: Generally speaking, Mario, we are on track for our 2022 plan. If anything, as you've noted, the current environment is presenting some very compelling opportunities that I would say may not result in an acceleration of asset disposition, but certainly will result in an acceleration of redeploying some of our liquidity to capitalize on those opportunities. That's something that management and our board are aligned on and continue to have very high conviction around insofar as the objective that I touched on in my commentary that remains unchanged insofar as what our long-term priority is regarding NAV growth and value creation for our owners.

Samir Manji: Generally speaking, Mario, we are on track for our 2022 plan. If anything, as you've noted, the current environment is presenting some very compelling opportunities that I would say may not result in an acceleration of asset disposition, but certainly will result in an acceleration of redeploying some of our liquidity to capitalize on those opportunities. That's something that management and our board are aligned on and continue to have very high conviction around insofar as the objective that I touched on in my commentary that remains unchanged insofar as what our long-term priority is regarding NAV growth and value creation for our owners.

Mario Saric: How much capacity do you feel comfortable with on the balance sheet? Like, let's say hypothetically, the private market starts to become more complicated, how much capacity on the balance sheet do you think you can execute on public market purchases without selling interim assets?

Mario Saric: How much capacity do you feel comfortable with on the balance sheet? Like, let's say hypothetically, the private market starts to become more complicated, how much capacity on the balance sheet do you think you can execute on public market purchases without selling interim assets?

Samir Manji: Right now we have ample liquidity, as you know. Again, we don't think that will be impacted whatsoever by the timing and outcome of the asset or property dispositions that are either planned or already underway.

Samir Manji: Right now we have ample liquidity, as you know. Again, we don't think that will be impacted whatsoever by the timing and outcome of the asset or property dispositions that are either planned or already underway.

Mario Saric: Okay. Just last question on the operational side. The same store NOI growth came in at -2.5% in Q1. Do you think it's still possible to get the positive same store NOI growth in 2022, or is that more of a 2023 trend?

Mario Saric: Okay. Just last question on the operational side. The same store NOI growth came in at -2.5% in Q1. Do you think it's still possible to get the positive same store NOI growth in 2022, or is that more of a 2023 trend?

Kim: Yeah. Thanks for the question. It's really four office buildings that are contributing to that, negative same property NOI. In the US, it's North Scottsdale Corporate Center, which has been fully re-leased, and that lease will commence in June. It's also Stinson, which is in Minneapolis. We lost a 128,000-sq-ft tenant in that asset, and that space has also been re-leased in June. On the US side, things are looking really positive. In Canada, it is two properties as well. It is our Bell MTS building in downtown Winnipeg. Bell MTS downsized by 100,000 sq ft. That was really driven by a reorganization of Bell taking over MTS and ongoing reorganization there. EMC, we lost a small tenant and are looking to backfill.

Jaclyn Koenig: Yeah. Thanks for the question. It's really four office buildings that are contributing to that, negative same property NOI. In the US, it's North Scottsdale Corporate Center, which has been fully re-leased, and that lease will commence in June. It's also Stinson, which is in Minneapolis. We lost a 128,000-sq-ft tenant in that asset, and that space has also been re-leased in June. On the US side, things are looking really positive. In Canada, it is two properties as well. It is our Bell MTS building in downtown Winnipeg. Bell MTS downsized by 100,000 sq ft. That was really driven by a reorganization of Bell taking over MTS and ongoing reorganization there. EMC, we lost a small tenant and are looking to backfill.

Kim: I think Q2 could be similar, but towards the latter part of the year, there should start to be improvements with those June leases starting to kick in.

Kim Riley: I think Q2 could be similar, but towards the latter part of the year, there should start to be improvements with those June leases starting to kick in.

Mario Saric: Got it. Can you remind me, are there any question marks about the AT&T lease in the US, 200,000 sq ft? The WALT is, I think, less than a year.

Mario Saric: Got it. Can you remind me, are there any question marks about the AT&T lease in the US, 200,000 sq ft? The WALT is, I think, less than a year.

Kim: Yeah. I believe in a previous quarter we had talked about the tenant is gonna be vacating. They'll vacate February 2023. We have some time. We're actively working on re-leasing that space, but it'll be at least, you know, almost a year before we have to deal with that. We're hopeful that we can get that pre-leased before they vacate.

Kim Riley: Yeah. I believe in a previous quarter we had talked about the tenant is gonna be vacating. They'll vacate February 2023. We have some time. We're actively working on re-leasing that space, but it'll be at least, you know, almost a year before we have to deal with that. We're hopeful that we can get that pre-leased before they vacate.

Mario Saric: Okay. Great. Thanks for the reminder.

Mario Saric: Okay. Great. Thanks for the reminder.

Operator: Thank you. Your next question comes from Matt Kornack with National Bank. Please go ahead.

Operator: Thank you. Your next question comes from Matt Kornack with National Bank. Please go ahead.

Matt Kornack: Hi, guys. Just trying to understand some of the proportional or equity accounted information that you've provided, particularly trying to understand how we should model it going forward. If I take Yardi and just multiply by 3 to kind of prorate it, is that okay on NOI? On the other operating income or expenses, I think it's an expense. What sort of interest rate should I be using to get to the interest expense associated with that investment?

Matt Kornack: Hi, guys. Just trying to understand some of the proportional or equity accounted information that you've provided, particularly trying to understand how we should model it going forward. If I take Yardi and just multiply by 3 to kind of prorate it, is that okay on NOI? On the other operating income or expenses, I think it's an expense. What sort of interest rate should I be using to get to the interest expense associated with that investment?

Kim: I can take that one. There are some one-time items included in that other expense. The NOI, I do believe, multiplying by three is a reasonable assumption. On the other hand, due to there being some one-time acquisition costs of, I believe it's CAD 11.865 million, approximately CAD 5 million would be ongoing interest expense.

Jaclyn Koenig: I can take that one. There are some one-time items included in that other expense. The NOI, I do believe, multiplying by three is a reasonable assumption. On the other hand, due to there being some one-time acquisition costs of, I believe it's CAD 11.865 million, approximately CAD 5 million would be ongoing interest expense.

Matt Kornack: Okay. Perfect. That's very helpful. Just in terms of the balance sheet, I think you report your leverage excluding kind of the leverage associated with these joint ventures. It seems like leverage is quite high for Yardi. Is that all mortgage debt? Or what is the nature of the lending on that portfolio?

Matt Kornack: Okay. Perfect. That's very helpful. Just in terms of the balance sheet, I think you report your leverage excluding kind of the leverage associated with these joint ventures. It seems like leverage is quite high for Yardi. Is that all mortgage debt? Or what is the nature of the lending on that portfolio?

Samir Manji: We made reference to this on our last quarterly call, and I'll try and repeat what we shared at that time. When we look at the overall capital structure that was established by the consortium for the privatization of Cominar, we used an LBO model to organize the transaction and structure it. One can work backwards insofar as what is publicly available information, including what we've laid out from an equity component of that transaction. It wouldn't take long to then underwrite or analyze that, while it's got various components, essentially, you've got a roughly CAD 2.2 billion transaction with about CAD 350 million of equity.

Samir Manji: We made reference to this on our last quarterly call, and I'll try and repeat what we shared at that time. When we look at the overall capital structure that was established by the consortium for the privatization of Cominar, we used an LBO model to organize the transaction and structure it. One can work backwards insofar as what is publicly available information, including what we've laid out from an equity component of that transaction. It wouldn't take long to then underwrite or analyze that, while it's got various components, essentially, you've got a roughly CAD 2.2 billion transaction with about CAD 350 million of equity.

Samir Manji: Again, the fair value of that CAD 2.2 billion, we believe is higher, and we've already touched on what that quantum or delta equates to approximately. Then beyond that, just so I could sort of finish the storyline because it's important to understand this, and we again conveyed this on the last call. The consortium is very committed to reducing that leverage in 2022, and that'll be achieved through the disposition of certain assets that again, in early days, we are seeing very good signs, both in terms of interest level from buyers and on the valuation front. I hope that helps in terms of just providing that clarity.

Samir Manji: Again, the fair value of that CAD 2.2 billion, we believe is higher, and we've already touched on what that quantum or delta equates to approximately. Then beyond that, just so I could sort of finish the storyline because it's important to understand this, and we again conveyed this on the last call. The consortium is very committed to reducing that leverage in 2022, and that'll be achieved through the disposition of certain assets that again, in early days, we are seeing very good signs, both in terms of interest level from buyers and on the valuation front. I hope that helps in terms of just providing that clarity.

Matt Kornack: Yeah. No, that's very helpful. In terms of those sales, I mean, what is your anticipated timeline? Presumably you started maybe even before the acquisition, looking at selling some of those trophy assets there. Yeah, how should we think of that leverage coming down over a period of time? Is that debt ultimately recourse to Artis or is it cured some way through the joint venture?

Matt Kornack: Yeah. No, that's very helpful. In terms of those sales, I mean, what is your anticipated timeline? Presumably you started maybe even before the acquisition, looking at selling some of those trophy assets there. Yeah, how should we think of that leverage coming down over a period of time? Is that debt ultimately recourse to Artis or is it cured some way through the joint venture?

Samir Manji: Yeah, both good, really good questions. Let me start with the latter. There's no recourse to Artis. That was, again, made clear last call, but I will reiterate that because I think it's important to all our stakeholders to know that. Secondly, on the timeline standpoint, time is on our side. Having said that, again, there's a complete alignment among the consortium partners that we want to see a significant reduction in the leverage by the end of 2022. We're very confident that we'll be able to achieve that.

Samir Manji: Yeah, both good, really good questions. Let me start with the latter. There's no recourse to Artis. That was, again, made clear last call, but I will reiterate that because I think it's important to all our stakeholders to know that. Secondly, on the timeline standpoint, time is on our side. Having said that, again, there's a complete alignment among the consortium partners that we want to see a significant reduction in the leverage by the end of 2022. We're very confident that we'll be able to achieve that.

Samir Manji: If it's helpful in terms of trying to quantify, I would say that at a minimum, 30% reduction in the leverage, but my expectation is it'll be well north of 30% if we are successful in executing what is on our radar for 2022.

Samir Manji: If it's helpful in terms of trying to quantify, I would say that at a minimum, 30% reduction in the leverage, but my expectation is it'll be well north of 30% if we are successful in executing what is on our radar for 2022.

Matt Kornack: Yeah. The last one for me. Is the buyer base for those assets mostly private entities, pension funds, foreign, domestic? Can you give any indication as to who's looking at buying the properties?

Matt Kornack: Yeah. The last one for me. Is the buyer base for those assets mostly private entities, pension funds, foreign, domestic? Can you give any indication as to who's looking at buying the properties?

Samir Manji: The 83 assets that we retained are across a wide spectrum of both size, dollar value, location. Although over 80% on a GLA basis is in Montreal, which is certainly very positive in our view. Nevertheless, you know, we do have Quebec City assets, we have assets in the Ottawa-Gatineau area, and there's similarly a very diverse range of buyers. In some instances, strategic buyers who are private and who may have individual or cluster of assets in the same or similar location within a certain catchment area. We've seen incredible unsolicited inbound interest. Then in other instances, we have consciously undertaken a process with third-party advisors who are actively marketing assets for sale. It's a fairly broad spectrum, but the buyer interest remains healthy and remains diverse.

Samir Manji: The 83 assets that we retained are across a wide spectrum of both size, dollar value, location. Although over 80% on a GLA basis is in Montreal, which is certainly very positive in our view. Nevertheless, you know, we do have Quebec City assets, we have assets in the Ottawa-Gatineau area, and there's similarly a very diverse range of buyers. In some instances, strategic buyers who are private and who may have individual or cluster of assets in the same or similar location within a certain catchment area. We've seen incredible unsolicited inbound interest. Then in other instances, we have consciously undertaken a process with third-party advisors who are actively marketing assets for sale. It's a fairly broad spectrum, but the buyer interest remains healthy and remains diverse.

Samir Manji: That's again, before we even start talking about any of the trophy assets that we anticipate will garner equally strong interest when we move forward in taking any one or more of those to the market.

Samir Manji: That's again, before we even start talking about any of the trophy assets that we anticipate will garner equally strong interest when we move forward in taking any one or more of those to the market.

Mario Saric: Okay, great. Thanks. Appreciate the color.

Mario Saric: Okay, great. Thanks. Appreciate the color.

Operator: Thank you. Your next question comes from Jimmy Shan with RBC. Please go ahead.

Operator: Thank you. Your next question comes from Jimmy Shan with RBC. Please go ahead.

Jimmy Shan: Thanks. Samir, just on the market sell-off, I think you mentioned likely we're gonna see an acceleration of buying securities. Does that mean you'll buy more of Artis, more of Dream or are you looking at other securities? I'm just curious whether you're constrained in what asset class you can buy when it comes to equities.

Jimmy Shan: Thanks. Samir, just on the market sell-off, I think you mentioned likely we're gonna see an acceleration of buying securities. Does that mean you'll buy more of Artis, more of Dream or are you looking at other securities? I'm just curious whether you're constrained in what asset class you can buy when it comes to equities.

Samir Manji: Thanks, Jimmy. Again, I'll start with the latter question. We are not constrained whatsoever in terms of asset class. We're gonna approach it as we have been to date with our board of trustees and the investment committee of the board on a purely fundamentals basis in what we're looking at and/or exploring or that we've invested in, and whether we turn the dial up on some of the existing entities that we now have an ownership position in. Having said that, you know, going back to the first part of your question, again, you know, we've got an active NCIB that we've reported on.

Samir Manji: Thanks, Jimmy. Again, I'll start with the latter question. We are not constrained whatsoever in terms of asset class. We're gonna approach it as we have been to date with our board of trustees and the investment committee of the board on a purely fundamentals basis in what we're looking at and/or exploring or that we've invested in, and whether we turn the dial up on some of the existing entities that we now have an ownership position in. Having said that, you know, going back to the first part of your question, again, you know, we've got an active NCIB that we've reported on.

Samir Manji: You know, when the unit price trades lower, then obviously our NCIB will remain active, and when the unit price moves up, then we'll probably turn the dial down on our NCIB so as to then allocate that capital to other uses.

Samir Manji: You know, when the unit price trades lower, then obviously our NCIB will remain active, and when the unit price moves up, then we'll probably turn the dial down on our NCIB so as to then allocate that capital to other uses.

Jimmy Shan: Okay. Not to put words in your mouth, but it sounds like that's the first priority is to do the NCIB to the extent that it hits your target.

Jimmy Shan: Okay. Not to put words in your mouth, but it sounds like that's the first priority is to do the NCIB to the extent that it hits your target.

Samir Manji: That's correct.

Samir Manji: That's correct.

Jimmy Shan: Okay.

Jimmy Shan: Okay.

Samir Manji: I mean, when our unit price is trading at a discount of greater than CAD 6 relative to our CAD 19 NAV, it would be hard. We'd be hard pressed to find, on a risk-adjusted basis, better opportunities for our unit holders. Having said that, you know, as I touched on earlier, thanks to the hard work of our team under the direction of our board of trustees last year, we made significant progress that put us in a very healthy balance sheet position, not anticipating the world would look like what it is or what it looks like today. You know, that's why, you know, that's going to, we believe, prove to be very beneficial for our owners.

Samir Manji: I mean, when our unit price is trading at a discount of greater than CAD 6 relative to our CAD 19 NAV, it would be hard. We'd be hard pressed to find, on a risk-adjusted basis, better opportunities for our unit holders. Having said that, you know, as I touched on earlier, thanks to the hard work of our team under the direction of our board of trustees last year, we made significant progress that put us in a very healthy balance sheet position, not anticipating the world would look like what it is or what it looks like today. You know, that's why, you know, that's going to, we believe, prove to be very beneficial for our owners.

Jimmy Shan: Okay. Yeah. Just to follow up on the Cominar purchase gain, if I were to just take the NOI for the one month in the quarter and annualize that, you know, I would get a very rough implied cap rate of about 5.5. I'm pretty sure I'm missing something, but there's probably other values in there that cannot be captured in NOI. Maybe if you could share some, you know, like what are the assets you sold so far within Cominar so it gives you the confidence in the value that's been marked?

Jimmy Shan: Okay. Yeah. Just to follow up on the Cominar purchase gain, if I were to just take the NOI for the one month in the quarter and annualize that, you know, I would get a very rough implied cap rate of about 5.5. I'm pretty sure I'm missing something, but there's probably other values in there that cannot be captured in NOI. Maybe if you could share some, you know, like what are the assets you sold so far within Cominar so it gives you the confidence in the value that's been marked?

Samir Manji: Again, Jimmy, we've got a very diverse range of assets. You have what I would describe as ultra-small assets, i.e. sub CAD 10 million in value, where between strategic buyers and/or other buyers that would have an appetite for that type of deal size, there's no shortage of buyer interest. Then you've got what I would describe as medium-sized assets between, call it CAD 20 to 50 million or 60 million. Then you've got large assets that you know are CAD 50 million or 60 million to upwards of several hundred million dollars when I think about the two largest assets, Gare Centrale and Place Alexis Nihon. Again, as I touched on earlier, particularly the inbound interest unsolicited that we've seen across the spectrum of assets has been significant.

Samir Manji: Again, Jimmy, we've got a very diverse range of assets. You have what I would describe as ultra-small assets, i.e. sub CAD 10 million in value, where between strategic buyers and/or other buyers that would have an appetite for that type of deal size, there's no shortage of buyer interest. Then you've got what I would describe as medium-sized assets between, call it CAD 20 to 50 million or 60 million. Then you've got large assets that you know are CAD 50 million or 60 million to upwards of several hundred million dollars when I think about the two largest assets, Gare Centrale and Place Alexis Nihon. Again, as I touched on earlier, particularly the inbound interest unsolicited that we've seen across the spectrum of assets has been significant.

Samir Manji: Some of that inbound unsolicited interest has already translated into a handful of dispositions that have been completed. Again, those will be smaller in dollar size relative to a PVM or a Gare Centrale. Others are actively either under contract and/or in negotiations. You know, we have ample data points and experience to date that enables us to maintain that confidence that I've referenced.

Samir Manji: Some of that inbound unsolicited interest has already translated into a handful of dispositions that have been completed. Again, those will be smaller in dollar size relative to a PVM or a Gare Centrale. Others are actively either under contract and/or in negotiations. You know, we have ample data points and experience to date that enables us to maintain that confidence that I've referenced.

Jimmy Shan: Okay. Last one. Just on the industrial portfolio, in particular the Twin Cities area. The vacancy, I think it looks like it's hovering around 8% for a little while. Is there anything particular within that portfolio that's sort of weighing on the performance? I would've thought the vacancy would be lower, just kind of looking at the broader market. Maybe if there's anything you could point out in that segment.

Jimmy Shan: Okay. Last one. Just on the industrial portfolio, in particular the Twin Cities area. The vacancy, I think it looks like it's hovering around 8% for a little while. Is there anything particular within that portfolio that's sort of weighing on the performance? I would've thought the vacancy would be lower, just kind of looking at the broader market. Maybe if there's anything you could point out in that segment.

Kim: Sure. I can take that one. It's really just one asset, so Maple Grove Industrial. We lost a tenant there, and we are actively working with a prospect right now and optimistic that will lead to a deal. It's really just one asset that's driving it. Hopefully once that gets done, occupancy will significantly improve.

Kim Riley: Sure. I can take that one. It's really just one asset, so Maple Grove Industrial. We lost a tenant there, and we are actively working with a prospect right now and optimistic that will lead to a deal. It's really just one asset that's driving it. Hopefully once that gets done, occupancy will significantly improve.

Jimmy Shan: Okay. Sorry, did you say it was Maple Grove?

Jimmy Shan: Okay. Sorry, did you say it was Maple Grove?

Kim: Maple Grove, correct.

Kim Riley: Maple Grove, correct.

Jimmy Shan: Okay. Okay, great. Okay. Thank you.

Jimmy Shan: Okay. Okay, great. Okay. Thank you.

Samir Manji: Thanks, Jimmy.

Samir Manji: Thanks, Jimmy.

Operator: Thank you. Your next question comes from Alex Leon with Desjardins Capital Markets. Please go ahead.

Operator: Thank you. Your next question comes from Alex Leon with Desjardins Capital Markets. Please go ahead.

Alex Leon: Hey, good afternoon. My first question is on the Cominar investment, just specifically on the debt. I'm wondering if you can disclose how much of the debt is maturing in 2022 and 2023.

Alex Leon: Hey, good afternoon. My first question is on the Cominar investment, just specifically on the debt. I'm wondering if you can disclose how much of the debt is maturing in 2022 and 2023.

Kim: Offhand I don't have that number, but I can circle around after the call and provide you an update.

Jaclyn Koenig: Offhand I don't have that number, but I can circle around after the call and provide you an update.

Alex Leon: Okay, that'd be great.

Alex Leon: Okay, that'd be great.

Samir Manji: What

Samir Manji: What

Alex Leon: My next

Alex Leon: My next

Samir Manji: Alex, what I

Samir Manji: Alex, what I

Alex Leon: Yeah. Sorry, go ahead.

Alex Leon: Yeah. Sorry, go ahead.

Samir Manji: Alex, what I would say is there's no near term concern that we have with respect to any debt maturities that are on the radar, both in terms of the ability to renew and/or refinance that maturing debt.

Samir Manji: Alex, what I would say is there's no near term concern that we have with respect to any debt maturities that are on the radar, both in terms of the ability to renew and/or refinance that maturing debt.

Alex Leon: Okay. Thanks for that. My last question is a bit of a two-parter on the investment in equity securities. First, I'm wondering for the security purchases that have been announced to date, if you could disclose what the current market value of those are. Secondly, would be whether you've got any hedging programs in place on the securities.

Alex Leon: Okay. Thanks for that. My last question is a bit of a two-parter on the investment in equity securities. First, I'm wondering for the security purchases that have been announced to date, if you could disclose what the current market value of those are. Secondly, would be whether you've got any hedging programs in place on the securities.

Samir Manji: We don't have any hedging program in place, and we don't have at our fingertips the current value. Obviously, everyone can see what's happening in the markets in terms of the broad sell-off. We will, as Jackie mentioned earlier, continue to report the ownership dollar amounts at fair value at each quarter end moving forward.

Samir Manji: We don't have any hedging program in place, and we don't have at our fingertips the current value. Obviously, everyone can see what's happening in the markets in terms of the broad sell-off. We will, as Jackie mentioned earlier, continue to report the ownership dollar amounts at fair value at each quarter end moving forward.

Alex Leon: Okay, that was it for me. I'll turn it back. Thank you.

Alex Leon: Okay, that was it for me. I'll turn it back. Thank you.

Samir Manji: Thanks, Alex.

Samir Manji: Thanks, Alex.

Operator: Thank you. Your next question comes from Mason Wright with Atlan Holdings. Please go ahead.

Operator: Thank you. Your next question comes from Mason Wright with Atlan Holdings. Please go ahead.

Mason Wright: Hi there. Thanks for taking my question. I just wanted to zoom out a little bit. I know that you've made a lot of progress creating NAV since the current management was installed. Under prior management for many years, Artis was an underperforming and undervalued REIT. With all of the investment activity, how do you think about protecting against the risk that Artis simply becomes an undervalued holding company with no cash monetization going directly to shareholders?

Mason Wright: Hi there. Thanks for taking my question. I just wanted to zoom out a little bit. I know that you've made a lot of progress creating NAV since the current management was installed. Under prior management for many years, Artis was an underperforming and undervalued REIT. With all of the investment activity, how do you think about protecting against the risk that Artis simply becomes an undervalued holding company with no cash monetization going directly to shareholders?

Samir Manji: Thanks, Mason. We just over a year ago when we announced the business transformation plan made it clear at that point that insofar as achieving the outcomes that we believe are possible, that this would be a 2 to 3-year exercise in terms of executing the plan. Being now just over a year into that 2 to 3-year period, combined with obviously macro factors that are impacting the entire not only real estate public environment, but just the broader capital markets environment. You know, I think that we know what the opportunity is, we know what the potential is, and we remain committed to staying focused and disciplined in what we're doing to try and achieve that 2 to 3-year timeline that we communicated to our unit holders.

Samir Manji: Thanks, Mason. We just over a year ago when we announced the business transformation plan made it clear at that point that insofar as achieving the outcomes that we believe are possible, that this would be a 2 to 3-year exercise in terms of executing the plan. Being now just over a year into that 2 to 3-year period, combined with obviously macro factors that are impacting the entire not only real estate public environment, but just the broader capital markets environment. You know, I think that we know what the opportunity is, we know what the potential is, and we remain committed to staying focused and disciplined in what we're doing to try and achieve that 2 to 3-year timeline that we communicated to our unit holders.

Mason Wright: Thanks. I'll let it go. We look forward to continued progress throughout the year. Thank you.

Mason Wright: Thanks. I'll let it go. We look forward to continued progress throughout the year. Thank you.

Samir Manji: Thanks, Mason.

Samir Manji: Thanks, Mason.

Operator: Thank you. Your next question comes from Jenny Ma with BMO. Please go ahead.

Operator: Thank you. Your next question comes from Jenny Ma with BMO. Please go ahead.

Jenny Ma: Hi. Good afternoon.

Jenny Ma: Hi. Good afternoon.

Samir Manji: Hi, Jenny.

Samir Manji: Hi, Jenny.

Jenny Ma: Going back to the investment in equity securities, you gave us some color on the recent market volatility, but I'm just wondering as far as investment philosophy, are there any limitations in terms of your holding period, and whether or not you would be looking to be opportunistic, and be trading securities during this volatile period? Or is it really more of a strategic long-term hold positioning that would underpin the philosophy of this bucket?

Jenny Ma: Going back to the investment in equity securities, you gave us some color on the recent market volatility, but I'm just wondering as far as investment philosophy, are there any limitations in terms of your holding period, and whether or not you would be looking to be opportunistic, and be trading securities during this volatile period? Or is it really more of a strategic long-term hold positioning that would underpin the philosophy of this bucket?

Samir Manji: Yeah. Thanks, Jenny. I would say from both a philosophical, but I would also add strategic standpoint, we're not looking to get into the active trading business. That's not what this is all about for us. It is, as I touched on earlier, largely fundamentals based. We have very high conviction both in terms of our board, its investment committee, and the management team on the names that we are invested in and/or evaluating. Within those investee entities, we are not time constrained in any way whatsoever.

Samir Manji: Yeah. Thanks, Jenny. I would say from both a philosophical, but I would also add strategic standpoint, we're not looking to get into the active trading business. That's not what this is all about for us. It is, as I touched on earlier, largely fundamentals based. We have very high conviction both in terms of our board, its investment committee, and the management team on the names that we are invested in and/or evaluating. Within those investee entities, we are not time constrained in any way whatsoever.

Samir Manji: Having said that, you know, we do on an entity by entity basis, you know, have a certain desired timelines and ideas related to how we ultimately can look forward to monetizing these investments over time in a manner that will, we believe, generate for our unit holders a healthy overall returns.

Samir Manji: Having said that, you know, we do on an entity by entity basis, you know, have a certain desired timelines and ideas related to how we ultimately can look forward to monetizing these investments over time in a manner that will, we believe, generate for our unit holders a healthy overall returns.

Jenny Ma: Okay. Is it fair to say that there aren't necessarily limitations, just philosophically, trading securities would not be what you're aiming to do, but there's nothing stopping you from doing it either?

Jenny Ma: Okay. Is it fair to say that there aren't necessarily limitations, just philosophically, trading securities would not be what you're aiming to do, but there's nothing stopping you from doing it either?

Samir Manji: That's correct.

Samir Manji: That's correct.

Jenny Ma: Okay. Wanna turn to the floating rate debt profile. It's been coming down a bit, to about 13%, but still relatively high. I know Artis has traditionally for many years carried a higher proportion of that, which has generally been, helpful and accretive to earnings. With the tides having turned on rates, are you still comfortable in that low teens range on floating rate debt, or is that a number you would be looking to bring down through fixing or hedging that exposure?

Jenny Ma: Okay. Wanna turn to the floating rate debt profile. It's been coming down a bit, to about 13%, but still relatively high. I know Artis has traditionally for many years carried a higher proportion of that, which has generally been, helpful and accretive to earnings. With the tides having turned on rates, are you still comfortable in that low teens range on floating rate debt, or is that a number you would be looking to bring down through fixing or hedging that exposure?

Heather Nikkel: We're looking at our maturing debt as we go along. Right now we are kinda internally evaluating the balance between variable and fixed rate debt. I agree with rates coming up, that's gonna be something of our focus in the next coming quarters as our maturities come due.

Jaclyn Koenig: We're looking at our maturing debt as we go along. Right now we are kinda internally evaluating the balance between variable and fixed rate debt. I agree with rates coming up, that's gonna be something of our focus in the next coming quarters as our maturities come due.

Jenny Ma: For the mortgage maturities that are coming up, and it looks like the majority of your floating rate debt is on the US properties, but is there any room to refinance these mortgage maturities to bring down the floating rate exposure over the next, you know, 12 to 18 months?

Jenny Ma: For the mortgage maturities that are coming up, and it looks like the majority of your floating rate debt is on the US properties, but is there any room to refinance these mortgage maturities to bring down the floating rate exposure over the next, you know, 12 to 18 months?

Heather Nikkel: Yeah, there is room in the portfolio for that.

Jaclyn Koenig: Yeah, there is room in the portfolio for that.

Jenny Ma: Okay. Would you be able to disclose, or give us an idea of what the floating rate debt exposure might be inside the Iris portfolio, or would it be similar to what we saw from Cominar, prior to the takeover?

Jenny Ma: Okay. Would you be able to disclose, or give us an idea of what the floating rate debt exposure might be inside the Iris portfolio, or would it be similar to what we saw from Cominar, prior to the takeover?

Heather Nikkel: I believe it's similar to what we saw prior, but I can pull up that number for you and circulate it after this call.

Jaclyn Koenig: I believe it's similar to what we saw prior, but I can pull up that number for you and circulate it after this call.

Jenny Ma: Okay. I'd appreciate that. That's all for me. Thank you.

Jenny Ma: Okay. I'd appreciate that. That's all for me. Thank you.

Operator: Thank you. There are no further questions at this time. Ms. Nikkel, you may proceed.

Operator: Thank you. There are no further questions at this time. Ms. Nikkel, you may proceed.

Heather Nikkel: Okay. Thank you, operator, and thank you all for joining us today. Have a great weekend.

Heather Nikkel: Okay. Thank you, operator, and thank you all for joining us today. Have a great weekend.

Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a great day.

Operator: Ladies and gentlemen, this concludes your conference call for today. We thank you for participating and ask that you please disconnect your lines. Have a great day.

Q1 2022 Artis Real Estate Investment Trust Earnings Call

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Q1 2022 Artis Real Estate Investment Trust Earnings Call

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Friday, May 6th, 2022 at 5:00 PM

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