European Residential Real Estate Investment Trust (TSX:ERE.UN)
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Apr 28, 2026, 3:11 PM EST
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AGM 2022

Jun 2, 2022

Corinne Pruzanski
Corporate Secretary, ERES

My name is Corinne Pruzanski. I am ERES' Corporate Secretary. I will act as moderator for today's meeting. Before the start of today's meeting, we would like to outline the agenda and various procedures and guidelines. In terms of the agenda, our chair, Michael Stein, will call the meeting to order and address various preliminary matters. The items of business to be voted on will then be moved, voted on, and the results of the meeting announced. We will hold a Q&A session following the management presentation at the end of the meeting. For the purposes of today's meeting, voting on all matters will be conducted by a single electronic ballot. Registered unitholders and proxy holders of record can use the electronic ballot feature available on your screen.

You are encouraged to complete your electronic ballot during the allotted time prior to the end of the formal portion of today's meeting. Please note that if you have logged into today's meeting using your control number and proceed to vote, you will have revoked any previously submitted proxies. In order to have your vote counted, you will need to complete an electronic ballot during the allotted time. If during the course of the meeting, we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as practicable. Finally, I would like to remind everyone that today's meeting may include forward-looking statements. These statements are given as of today's date and involve certain risks and uncertainties discussed in our public filings that are available on SEDAR.

A number of factors and assumptions were applied in the formulation of such statements, and actual results could differ materially. For additional information with respect to forward-looking statements, factors, and assumptions, we direct you to ERES' public filings, including its most recently filed annual information form. I will now turn things over to our Chair, Mr. Stein.

Michael Stein
Chairman, ERES

My apologies. I lost sound there for a moment. Corinne, did you complete your?

Corinne Pruzanski
Corporate Secretary, ERES

Yes. I did.

Michael Stein
Chairman, ERES

Thank you. My apologies again to the meeting. Good morning, and welcome to this meeting of ERES unit holders. My name is Michael Stein, and I am the chair of the board of trustees. Thank you, Corinne, for outlining today's agenda, procedures, and guidelines. The meeting will now come to order. As chair of the board, I will act as chair of the meeting. In the event I'm disconnected again from the meeting as a result of a technical issue, Mr. Burns will assume the role of chair of the meeting. As Corinne Pruzanski, the REIT's corporate secretary, will act as secretary of the meeting. With the concurrence of the meeting, I appoint Wayne Yearwood of TSX Trust Company to act as scrutineer. I've been informed by the scrutineer that we have unitholders present or represented by proxy who hold a sufficient number of shares to constitute a quorum.

I therefore declare that there is a quorum at this meeting. The scrutineer's report will be kept by the secretary with the records of the meeting. The notice of this annual and special meeting of unitholders, dated April thirteenth, twenty twenty-two, was mailed on April twenty-eighth, twenty twenty-two, to all unitholders of record as of April nineteenth, twenty twenty-two, of ERES trust units and special voting units, both groups to which we shall refer collectively as unitholders for the purposes of this meeting. The matters to be considered at today's meeting are set out in the notice of annual and special meeting and Management Information Circular, which are also accessible on ERES' SEDAR page. The form of proxy, voting instruction form, beneficial notice, Management Information Circular, financial statements, and the auditor's reports have been duly filed.

I direct that a copy of the notice of annual and special meeting, together with proof of service, be kept by the secretary with the records of the meeting. Accordingly, I will dispense with the reading of the notice of annual and special meeting. I now declare the meeting regularly called and properly constituted for the transaction of business. The first matter on the agenda is the presentation of the consolidated financial statements for the year ended December 31, 2021, and the report of the auditors. Copies of such documents have been mailed to the unitholders who requested such statements. In accordance with ERES' Fourth Amended and Restated Declaration of Trust, the financial statements are presented to the meeting, but no other action is required with respect to them. It is now in order to move today's formal items of business.

I will move each item, and I've been advised by Mr. Burns and Ms. Pruzanski, both unitholders in attendance today, that they will be prepared to second each of the motions I so move. Accordingly, unless there are any objections, I will take such motions as seconded with no further action needed. As previously indicated, live voting on the applicable items of business to come before today's meeting will be by electronic ballot. Voting is open at this time and will close once all resolutions have been formally dealt with. Once voting closes, the scrutineers will tabulate the results of the vote for each matter. All items of business in the Management Information Circular will now be moved.

First, the election of trustees. The six trustees to be elected by the unitholders of the REIT shall hold office until the close of business of the first annual meeting of unitholders of the REIT following election or until their successors are elected or appointed. Management Information Circular sets forth the background of each of the six nominees and the qualifications considered in making trustee nominations. The proposed nominees, as listed in the circular, are Jan Arie Breure, Harold Burke, Phillip Burns, Gina Parvaneh Cody, Ira Gluskin, and me, Michael Stein. Thank you to the nominees for agreeing to stand for election. I move to formally nominate as a trustee each of the proposed nominees as listed in the Management Information Circular.

As there were no nominations in accordance with the advance notice requirements set out in the REIT's Fourth Amended and Restated Declaration of Trust, I declare the nominations closed. I also move to elect each of the six named individuals as trustees of the REIT. As advised earlier, I will take such motions as seconded. Formal discussion, if any, will take place once all items of business in the Management Information Circular have been moved. The next matter on the agenda is the appointment of auditors for the ensuing year and to authorize the trustees of the REIT to fix the remuneration of the auditors.

The Audit Committee of the REIT has approved, subject to unitholder confirmation, the appointment of PricewaterhouseCoopers LLP as auditors of the REIT. I move that a resolution be approved reappointing PricewaterhouseCoopers LLP Chartered Accountants as auditors of the REIT to hold office until the close of the next annual meeting or until a successor is appointed. I take such motion as seconded.

The next item of business before the meeting today is the ordinary resolution to approve the adoption of the restricted unit rights plan of the REIT. The Management Information Circular sets forth the restricted unit rights plan resolution to be passed by the unitholders in Appendix A. The circular also contains a summary of the material terms of the plan with the full text of the plan attached thereto as Appendix B. The plan has been conditionally approved by the TSX, and the board has approved the plan, subject to final TSX and unitholder approval. The restricted unit rights plan resolution must be approved by the affirmative vote of the majority of the votes cast by the unitholders of the REIT at this meeting. I move that such resolution be approved and take such motion as seconded. Is there any discussion on any of the motions that have been presented?

As there is no discussion, the items of business of the meeting are now closed. Those registered unitholders or duly appointed proxy holders who are logged in with a control number will now have a short pause to complete the ballot. As a reminder, if you vote at today's meeting using your control number, you will revoke any previously submitted proxies. In order to have your vote counted, you will need to complete an electronic ballot. You can register your votes by accessing the voting page and selecting to vote for or withhold in respect of each trustee nominee and the appointment of PricewaterhouseCoopers and for or against the resolution regarding the adoption of the restricted unit rights plan. Thank you for voting. Voting is now closed. I would ask that the scrutineer compile a report regarding the results of voting on all business matters.

I direct that the results of the poll be included with the minutes of this meeting, and the results of the voting will be announced in a press release and filed on ERES' SEDAR page. With respect to the resolution regarding election of each of the individuals nominated as trustees, I declare that each of the six nominees is elected as a trustee of the REIT. With respect to the resolution reappointing PricewaterhouseCoopers LLP as auditors of the REIT, I declare this resolution carried. With respect to the unit restricted unit rights plan resolution, I declare this resolution carried. There being no further business, I move that the formal portion of the meeting be terminated and take such motion as seconded. I declare the motion carried and the formal portion of the meeting is now terminated. I will now turn the meeting back to our corporate secretary, Corinne Pruzanski.

Corinne Pruzanski
Corporate Secretary, ERES

Thank you, Mr. Chair. We will now pass the meeting over to Phillip Burns, our Chief Executive Officer, who will give a short presentation. Following such presentation, we will hold a Q&A session. Registered unitholders and proxy holders of record can submit questions during the Q&A session via the messaging platform on your screen. If you submit a question, such question will be read aloud before being addressed. We will make our best efforts to address all questions. However, if we are unable to address any question due to time constraints, we will make our best effort to address such questions directly with you following the meeting. If you wish that your question be addressed after the meeting, kindly include an email or a phone number with your question.

Please note that comments or questions which are redundant, inappropriate, or otherwise disruptive will not be addressed. I will now turn the meeting over to Phillip Burns.

Phillip Burns
CEO, ERES

Thank you, Corinne, and thank you, Mr. Chairman, and good morning, everyone. We are proud to be reporting to you today a third year of strong and increasingly profitable operational and financial results across all of ERES' portfolio metrics and business benchmarks. At the forefront of this growth, on slide six, you will see that our suite count has increased by 12% since Q1 of 2021 to 6,791 residential suites owned at March 31, 2022.

Growth in market value of that portfolio is significantly higher, increasing by 33% to EUR 1.96 billion as of March 31, 2022, which reflects the substantial fair value appreciation which we have realized over the past year, driven by steady and strong market and portfolio fundamentals, the successful execution of our value enhancing capital expenditure program, and our exceptional operating metrics. Further, these exclude our latest acquisition of 110 suites in Rotterdam for a purchase price of EUR 23 million, excluding costs, which closed earlier this month, demonstrating the continuation of our external growth trajectory into the second quarter of 2022.

Our strong operational and financial results are reflected in the 32% increase in our net asset value per unit compared to the prior year period, which stands at EUR 4.31 as at current period end, compared to EUR 3.27 at March 31, 2021. Our market capitalization public float increased more modestly, both up only 16% since the comparative period. However, we continue to see a persistent disconnect between our underlying intrinsic value and its unit price, but at the same time, it continues to provide the opportunity for investors to secure the trifecta of value, growth, and income. On slide seven, you can see that our strong operating results accelerated throughout 2021 and into 2022. Rental revenues have again increased significantly compared to the prior year.

Total portfolio occupied average monthly rent increased by 5.3% to EUR 949 as of March 31, compared to EUR 901 at Q1 2021. On a stabilized basis, occupied AMR increased by 3.8% versus the prior period. These increases are attributable to the REIT's threefold rent maximization strategy, comprised of its value-adding capital expenditure program, including the conversion of regulated suites to liberalized, as well as increasing rents on indexation and turnover. Regarding the latter, for the three months ended March 31, 2022, turnover was 2.6% with an average rental uplift of 20.7%. This compares exceptionally well to average rental uplift of only 13.3% on turnover of 3.8% in the prior year period.

Rental uplifts were significantly higher on conversions at 55.1% for the current quarter, compared to 33.4% for the three months ended March 31, 2021. Moving to slide eight, occupancy for our commercial properties remained strong at 99% as of March 31, 2022, while occupancy for the residential portfolio increased to 98.6% as at Q1 2022, compared to 98.3% at March 31, 2021. Moreover, a significant portion of our residential vacancy in the current period is due to renovation, with over 80% of vacant suites offline for that reason, which should provide further rental growth once the suites are leased.

For the three months ended March 31, 2022, net operating income increased by a significant 15% to EUR 16.3 million due to contribution from acquisitions, higher monthly rents on stabilized properties, and strong cost control. Total portfolio NOI margin accordingly increased to 76.8% for the first quarter of 2022, up substantially from 75.5% in Q1 2021, which demonstrates the significant margin expansion that the REIT considers will be indicative of long run performance. This is further supported by the fact that the REIT's property operating costs are largely insulated from inflation. Tenants are responsible for the majority of their energy and other utility costs. The REIT has no employees and therefore no wage costs, and property management fees are a fixed percentage of operating revenue.

Our overhead is also protected from inflation, with the largest contributor being asset management fees, which are based exclusively on historical cost with no allowance for inflation. Slide nine summarizes some of our more significant accomplishments to date, and although it is a busy slide, it visually reflects the extent of our achievements over the course of the past three years. Since the beginning of 2021 and through the first five months of 2022, we acquired 855 residential suites across eight separate acquisitions for an aggregate purchase price of EUR 248 million, excluding costs. We also have access to up to EUR 100 million via our revolving credit facility and a further EUR 165 million from CAPREIT through the pipeline and revolving promissory note arrangement, which will support our acquisition endeavors going forward.

Moving on to slide 10, you can see the rapid growth in our asset base over the years. Including all our 2022 acquisitions, our current investment property value stands at approximately EUR 2 billion, up 35% since the beginning of 2021. This reflects positively on the strong characteristics of the Dutch multi-residential sector alongside ERES's positioning in this continuously active market and our ability to accretively grow. ERES's strategy is predicated upon several underlying fundamental factors supporting its business proposition, including robust macroeconomic fundamentals. It is one of only a few countries with a strong AAA credit rating, a growing population in an already densely populated country, and an acute housing shortage. As illustrated on slide 11, forecasts show that demand for housing will continue to outstrip new supply for the foreseeable future, an imbalance which has driven and supported consistent rent increases to date.

Furthermore, through organic growth and net new migration, the Netherlands population is expected to continue growing, further exacerbating this housing supply-demand disparity. Reflecting these fundamentals, the graph on slide 11 shows that the Netherlands has had consistent rental increases over the past four years, even during difficult economic times. With such strong real estate fundamentals, the Netherlands is a very attractive place to deploy capital and provides ERES with the perfect opportunity to exercise one of our key value propositions, that being to buy well and finance cheaply, thus locking in attractive yield spreads, as shown on slide 12. We will continue to take advantage of this fragmented market to source further accretive acquisitions as long as such conditions persist via both our own access to capital as well as through the pipeline agreement or promissory note arrangement with CAPREIT.

ERES's second key value proposition is our rental maximization strategy, as shown on slide 13. In short, we are able to capitalize on the too-tight housing supply and strong economic growth present in the Netherlands market to drive recurring like-for-like rental growth. Rental growth must be divided between renewals and turnover. Regulated renewal rates depend upon a tenant's income and where the in-place rent is versus the regulatory maximum for the corresponding number of points. For rental increases due to indexation beginning July 1, 2022, the REIT served tenant notices to 6,499 suites, representing 96% of the residential portfolio, across which the average rental increase due to indexation was nearly 3%.

This will further stimulate the REIT's organic rental growth in 2022 and contributes to our expectation that the REIT will be able to achieve overall rental growth this year in excess of our target range of 3%-4%. Slide 14 serves as a brief reminder of the inherent and unique diversification within our existing high-quality portfolio in the Netherlands. We maintain an approximately 60/40 split between liberalized and regulated units, providing balanced growth in rents on turnover and indexation, as well as the opportunity to liberalize more suites. In addition, you can see that over 40% of our current properties are located in the high-growth conurbation of the Randstad, with approximately 1/4 of the portfolio directly located in the cities of Amsterdam, Rotterdam, The Hague, and Utrecht. The rest of the portfolio is situated in smaller urban areas throughout the country.

Further to all of this, approximately 35% of our portfolio is comprised of single-family homes, also known as Dutch row houses, a segment which represents an additionally unique contributor to our portfolio mix. Moving to slide 16, we can see how the REIT's superior financial results strengthened throughout all of 2021. Net operating income increased by 12%, fueled by accretive acquisitions, strong rental growth, and margin expansion. This supported the strong increase in NOI margin to 77.4% for the year ended December 31, 2021, compared to 76.2% in the prior year.

FFO per unit and AFFO per unit increased significantly by 13% and 12%, respectively, compared to 2020, driven by the positive impact of increased stabilized NOI and accretive acquisitions, while the REIT's AFFO payout ratio came to 80.4% for the year ended December 31, 2021, sitting at the bottom end of its long-term target range. As you can see on slide 17, we are continuing to overachieve with respect to our KPI targets as we accelerate throughout this new year. On a total portfolio basis, operating revenues increased by 13% versus the comparative quarter, primarily due to accretive acquisitions since that period as well as an increase in monthly rents on the stabilized portfolio. Net operating income increased by an even greater 15% for the three-month period ended March 31, 2022.

Likewise driven by higher operating revenues, which I just mentioned, as well as strong cost control, predominantly due to lower repairs and maintenance costs, as well as reduction in landlord levy expense. In aggregate, total portfolio NOI margin accordingly increased substantially to 76.8% for the three months ended March 31st, 2022, compared to the 75.5% in the prior year period. This all translated into accretive returns for unit holders, which have continued to strengthen. ERES continued to realize very significant increases to FFO per unit and AFFO per unit for the quarter ended March 31st, up by 17% and 16%, respectively, compared to the prior year period, driven by the positive impact of increased stabilized NOI and accretive acquisitions.

The REIT's AFFO payout ratio was 76.4% for the three months ended March 31, 2022, down from 83.9% in the prior year period, and currently below its long-term target range, despite our regular increases to our monthly distributions. Slide 18 showcases the continuous growth of our accretive returns and strong financial management. FFO and AFFO per unit were up significantly versus the prior year period to EUR 0.042 and EUR 0.037 for Q1 2022, representing increases of 17% and 16% respectively compared to Q1 of 2021. As mentioned, these large increases in FFO and AFFO were primarily driven by higher stabilized NOI, profitable acquisitions, margin expansion and strong cost control. Our AFFO payout ratio also remained strong even in the context of the REIT's growing distributions.

In addition to the 5% increase in the REIT's distribution rate, which was effective March 2021. On February 17 of 2022, the REIT's board of trustees approved a further increase of 9% to the REIT's monthly distribution, which was effective for March 2022 onward. This preserves ERES' reputation for its high and regularly increasing distribution yield. With the REIT able to continuously pass on its accomplishments to unit holders via increases to its distribution rate, it also simultaneously has maintained a strong and flexible financial position and consistently conservative debt metrics as you can see on slide 19.

Our debt to gross book value ratio was 47.7% as at March 31, 2022, while our weighted average mortgage effective interest rate decreased by 9 basis points to 1.52% as at the current period end. We have immediately available liquidity of approximately EUR 133 million, comprised of cash on hand in excess of that set aside for ongoing operational and capital expenditures, as well as unused capacity on the REIT's revolving credit facility and its pipeline or promissory note arrangements with CAPREIT. Assuming an LTV of 55%, this provides capacity to acquire approximately EUR 300 million worth of additional assets, which will support the REIT's growth endeavors throughout the remainder of the year. Slide 20 demonstrates the REIT's track record for maintaining its extremely conservative debt metrics.

Both its debt service coverage and interest coverage ratio have remained significantly higher than the minimum thresholds prescribed by our revolving credit facility. You can also see that the REIT has historically maintained its debt to gross book value consistently within its target range of 45%-50%. Further to this, our well staggered mortgage portfolio has a weighted average term to maturity of 3.7 years. The staggering of this mortgage profile not only reduces renewal risk, but also stimulates liquidity, with the majority of our mortgages being non-amortizing. Reinforcing everything which I presented thus far, slide 21 evidences the endorsement of the analyst group with this summary of their latest research coverage and estimates.

As you can see, our average price target is almost CAD 6 per unit, complemented by favorable buy recommendations and an average estimated capitalization rate of 3.8%. Forecasted AFFO per unit for 2022 and 2023 also proved consistent with our intention to continue securing accretive acquisitions while managing the operation of our existing portfolio efficiently and represents AFFO multiples, which reinforce the potential of our business and its future growth. We previously announced that we would accelerate into the future, and our results for 2021 and the first quarter of 2022 have demonstrated exactly that. Over the past three years, despite unprecedented market conditions, ERES quarter-over-quarter has proven its strategic platform is operationally accretive and financially robust, with Q1 2022 being no exception.

With the current underappreciation of ERES in the capital market, it affords the opportunity to investors to capture a unique combination of growth, value and income. It is in this context that we emphasize again the fact that ERES offers extremely compelling investment opportunity. ERES is poised to continue to accelerate this momentum throughout 2022 and thereafter. To that end, I will reiterate that the best is yet to come. With that, I would like to thank you for your time this morning, and we would now be pleased to take any questions which you may have.

Corinne Pruzanski
Corporate Secretary, ERES

Thank you, Phillip. There are no comments or questions to be addressed. I will turn it back to you to close the meeting.

Phillip Burns
CEO, ERES

Again, thank you for joining us this morning. If you have any further questions, please do not hesitate to contact us at any time.

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