H&R Real Estate Investment Trust (TSX:HR.UN)
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10.61
-0.02 (-0.19%)
At close: Apr 24, 2026
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AGM 2020

Jun 16, 2020

Speaker 1

Good morning, and welcome to H and R REIT's 2020 Annual General Meeting of unitholders. I'm Tom Hofstetter, the REIT's President and CEO. Hopefully, everyone spent less time figuring out how to connect into this meeting remotely than it took you to travel to the meeting last year. I'd like to start by acknowledging the difficult situations faced by many members of our community, our tenants, our partners, our investors and our team at H and R. I'd like to particularly thank our employees for their extraordinary efforts to deliver outstanding continuity under adverse conditions.

Our first priority has been the safety and well-being of our employees, tenants and visitors to our properties. We've adopted all recommended behaviors, including social distancing, many of our employees have been practicing remote working, and we have increased cleaning protocols among other precautionary practices. As you're aware, this is a virtual unitholders meeting in light of the unprecedented public health impact of the COVID-nineteen pandemic and to mitigate risks to the health and safety of our communities, unitholders, employees and other stakeholders, the REIT has decided that this virtual only format is the safest method of hosting this meeting while still allowing us to reach the greatest number of our unitholders as possible. We thank you for joining us. Have ensured that this virtual meeting offers unitholders and duly appointed proxy holders the opportunity to participate at the meeting.

As in past years, we expect that the vast majority of all votes have been cast in advance of the meeting by proxy. However, registered unitholders and duly appointed proxy holders will be allowed to vote online at the meeting in accordance with instructions to be provided. Only duly appointed proxy holders and validated unitholders may ask questions in the designated field in the web portal. Out of consideration for others, please limit yourselves to one question. Questions can be submitted by typing the text of your question in the Ask a Question box and clicking the Submit button.

Given the virtual format of the meeting and in order for us to expediently undertake discussions on any matter proposed for a vote, We ask that any questions or comments you have specifically relate to a form on the item of business be submitted now. When doing so, please make sure you clearly identify the applicable formal item of business to which your submission relates. During the course of this meeting, such that submissions will be addressed at the appropriate time prior to voting on the proposed motion. Before beginning the meeting, I'd like to remind unitholders that certain statements in responses to questions that arise in today's meeting may contain forward looking information, which reflect the current expectations of management regarding future events and performance and speak only as of today's date. Forward looking information requires management to make assumptions or rely on certain material factors and is subject to inherent risks and uncertainties, and actual results could differ materially from the statements in the forward looking information.

Additional information about the material factors, assumptions, risks uncertainties that could cause actual results to differ materially from the statements in the forward looking information and the material factors assumptions that may have been applied in making such statements is described in more detail in REIT's public filings, which can be found on our website, www.sedar.com. I now call the meeting in order. And this formal part of it will go relatively quickly as we do in previous years. I now call the meeting in order with the consent of the trustees of the REIT. Under the meeting, I will act as Chair of the meeting Will Fung with Blake Castles and Graydon, legal counsel of the REIT will act as Secretary of the meeting and Broadridge Investor Communications Corporation by its representatives Jerry Trotter, Alicia Mohammed, will act as scrutineers of the meeting.

A general question and answer session will be available at the end of the meeting. The notes calling the meeting and the other requisite materials have been sent to those persons as required. The reading of those notices of meetings will accordingly be waived. I received the scrutineers' preliminary report on attendance. As the scrutineers report indicates that there are not less than 2 unitholders or proxy holders present and holding representing in the aggregate not less than 25 of the client total number of outstanding units and special voting units of the REIT, enjoying voting rights at this meeting.

As a result, I declare a quorum for the meeting to be present. I therefore declare the meeting to be regularly constituted. I'd now like to refer you to the financial statements of the REIT for the financial year ended December 31, 2019, together with reported and auditors thereof and management's reports as unitholders. I do not propose that these statements or reports be read. They are publicly available and have been sent to unitholders through notice and access.

I will now present the meetings to be voted under the meeting, being the election of trustees, the appointment of rumination of auditors and advisory vote regarding executive compensation. The voting of today's meeting will be conducted by online ballot for all matters. If you are a registered unitholder, a duly appointed proxy holder that has already submitted or completed proxy, there is no need for you to vote online as your vote will be recorded in accordance with your proxy instructions. However, if you wish to change your vote or if you are a registered holder or a duly appointed proxy holder that has already voted, you may view your available voting options to submit your vote by clicking on the Vote Here button on your screen and selecting one of the voting choices displayed on your screen. The polls will be open for all items of business to be voted on at the same time.

This will allow you to vote on each item immediately or if you appear, you may wait until the conclusion of discussion on each item prior to casting your vote. The polls will close immediately following the conclusion of the last matter of irregular business. If it's not already done so, Unhogs and Julie Pointe Proxler wishing to submit questions or comments specifically these motions should do so now. Appropriate questions or comments we read and responded to prior to the close of voting with these matters, one discussion has included in all items business. We'll pause briefly so you can enter your votes.

I will then declare voting closed in all matters of business. The results of the votes will be announced at the close of the meeting. I now declare the polls are open and all items of business. I'll now proceed with elections of trustees. The REITs to be elected today has been said by the Board of Trustees at 9.

The REIT nominees, namely myself, Tom Safsider, Alex Avery Roberts Dixon, Edward Gilbert, Brandon Haysom, Lawrence Slobovic, Julie Morrow, Marvin Siglid, Ronald Rudner are still elected the meeting to hold office until the close of the 2021 annual meeting with the holders of the REIT. As the REIT did not previously receive timely notice of any further nominations, persons or elections as trustees of the REIT is required by the mass notice provisions of the REIT's declaration of trust, I declare the nominations closed. I'll ask someone to nominate the REIT trustees for your information. The proxy submitted prior to the meeting were voted in favor of each of the nominees with votes in favor ranging from 85% to 98%.

Speaker 2

I nominate Thomas Hofstadter, Alex Avery, Robert Dixon, Edward Gilbert, Brenna Haysom, Lawrence Labovic, Julie Morrow, Marvin Rubner and Ronald Rotman as trustees of the REIT for the term as previously stated.

Speaker 1

Thank you. Mr. Blumenthal, I have any questions or comments coming from Unithold specifically on this item.

Speaker 3

Mr. Chairman, I confirm it. We have not received any questions or comments from Unithold specifically relating to the 5th item.

Speaker 1

Thank you. We'll now proceed to the next line of business. The next line of business is the appointment of auditors at the REIT for the current year. As such remuneration as may be fixed for the proceeds of the REIT, I will now ask that someone move a resolution to appoint the REIT screen auditors, KPMG. For your information, approximately 92% of the voting units represented by proxies submitted prior to meeting will have voted in favor of such resolution.

Speaker 4

I move that KPMG be appointed auditors of the REIT to hold office until the close of the next annual meeting of unitholders at such remuneration as may be fixed by the trustees of the REIT.

Speaker 1

Thank you. Mr. Blumenthal, any questions or comments in from unitholders specifically on this item?

Speaker 3

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Speaker 1

Thank you. We'll now proceed to the next item business. The next item business to consider and a deemed advisable approved the non binding advisory resolution except their approach to executive compensation to disclose any management information circulated May 4, 2020. I will now ask that someone move a resolution approving the nonbinding advisory resolution. Your information, approximately 83% of voting units represented by proxies submitted prior to the meeting have voted in favor of such resolution.

Speaker 2

I move that the unitholders adopt the following resolution: result on an advisory basis and not to diminish the role and responsibilities of the Board of Trustees that the unitholders accept the approach to executive compensation disclosed in the management information circular delivered in advance of the 2020 Annual Meeting of Unitholders.

Speaker 1

Thank you, Mr. Lomp. Lumentung, any questions or comments?

Speaker 3

Mr. Chairman, I confirm that we have not received any questions or comments from unitholders specifically relating to this item.

Speaker 1

Thank you. We've now discussed all matters we have voted upon at the meeting. And as everyone has had the opportunity to vote, I declare the polls for this definite annual meeting meeting as well as the week closed. The scrutiny has provided me with the preliminary scrutiny report regarding the election of the trustees based on ballots cast at the beginning and during the course of the meeting based on the scrutiny's report, which has been provided. I could say that each of those individuals' nominees, trustees are elected trustees.

I have also received the preliminary securities report. Our willingness regarding the appointment and remuneration of the auditors of the REIT and the non binding advisory should accept their approach to executive compensation disclosed in the management information circulated May 4, 2020. The report shows that each such resolution will receive the majority of the votes cast in favor of such resolution. I declare both resolutions carry the specific results of the individual votes for each trustee and the results for the non binding advisory resolution will be reported as part of the voting results filed under applicable securities legislation. Mr.

Blumenthal, any further business?

Speaker 3

Mr. Chairman, I confirm that we have not received any comments from unitholders specifically relating to additional items of business that may not be properly bought before the meeting.

Speaker 1

Thank you. There being no further business that could come before the meeting, the formal portion of the meeting is now over. Okay. And with the formal portion of the meeting, let me provide an update on how our business is performing. Starting with June rent collections.

To date, we have collected 82% of total June rents, which is consistent with the strong rent collection experience at this point in the month of May. By segment, we've collected 99% of office rents, 92% of residential rents, 54% of retail rents and 97% of industrial rents. As those statistics highlight, the vast majority of our portfolio has seen minimal disruption with industry leading rent collection rates in our office, multi residential and industrial portfolios and strong collections from unenclosed retail properties. Where we've seen the most disruption has been in our closed shopping center portfolio. We have been working closely with all of our tenants to accommodate optimal financing and operating solutions for the short and long term success of our properties, particularly our retail tenants.

We are pleased to see gradual steps towards a more normal operating environment with nearly all of our properties having fully reopened. Dufferin Mall is the only property that remains closed by government mandate. Yet even there, more than onethree of the tenant's by square feet are open as essential services, including Walmart, Dollarama, No Frills, the beer store, the LCBO and among others. And as the properties that have closed have reopened over the past few weeks, we have been in close communication with our tenants providing all of the support we can to ensure the success of our properties. Feedback has been positive.

Many retailers have reported surprisingly strong sales and solid consumer traffic. Our team has been particularly busy in recent days weeks completing and submitting secret applications for those of our tenants that qualify and have chosen to make applications for government rent assistance. The majority of the applications are being completed on behalf of retail tenants in our enclosed mall portfolio. We are working to complete applications for 6 43 retail tenants aggregating $4,300,000 of monthly rents payable, which represents around 18% of total enclosed mall rents. Broadly speaking, we are pleased with how the portfolio has performed in these highly unusual circumstances and how our team has responded to extremely challenging conditions.

Turning to the balance sheet. We have taken steps to safeguard the business, increasing our liquidity through our through 4 distinct actions. Firstly, in arranging a new $500,000,000 unsecured credit facility secondly, through a $100,000,000 10 year mortgage thirdly, through reduction in our distribution rate of $0.69 per unit annually and most recently through a $400,000,000 unsecured debenture offering that closed yesterday. Our current liquidity totals $1,000,000,000 well more than enough to satisfy all of the contractual debt maturities, development capital expenditures, any rental income shortfall and any re tenanting costs through the end of 2021 and importantly, without increasing the REIT's leverage. The reduction of our distribution announced with our Q1 results was a significant and difficult decision.

As discussed on our Q1 call, the Board and management spent a great time considering the pros and cons of different distribution policies in regards to REIT's capital structure, cost of capital, investor preferences, strategy and organizational structure. Following this comprehensive review, the Board unanimously concluded that the best course of action was to reduce the distribution to safeguard the REIT's capital structure, optimize the REIT's capital and position H and R as best to take advantage of opportunities in the future. Simply put, we believe a lower distribution rate was the right thing to do for the business and for the party unit holders. Also with Q1 results, we recognized significant $1,300,000,000 fair market value adjustment to the carrying value of our portfolio. This non cash reduction to the fair value of REITs assets reduced the IFRS NAV to $22.26 per H and R REIT unit.

As it turns out, most of other Canadian REITs do not make significant market values, at least not yet. Difference in approach is understandable. The current pandemic is really the first significant market disruption since Canada adopted IFRS accounting standards in 2010. The argument for not changing fair value is that a volatile market transaction volume is low and market pricing is difficult to assess. The argument for making changes to fair market values is that while market pricing might prove to be unchanged once the market returns to more normal state, the price at which assets might sell in the current environment is uncertain and therefore conservative approach suggests reflecting a lower value.

Only in hindsight will we be able to know whether asset values will emerge from the current crisis in line with values prior to the pandemic. Interim, we are confident that we have reflected conservative fair values of our portfolio. This conservatism consistent with H and R's approach to its overall business as reflected by the long term average lease term focused on high credit quality tenants and well located property portfolio. Also reflects our view that for IFRS, fair value to be meaningful and needs to be responsive to changing market dynamics and as objective as possible. Typically, the Annual General Meeting is an opportunity to review the significant events of the prior year.

While that seems a little less relevant this year than it has been in prior years, there are 2 notable significant developments in the office portfolio from 2019 worth highlighting here today. The first took place early in the year with the completion of 10 year extensions to the REIT's portfolio of well tenanted office buildings aggregating 2,400,000 square feet. Following the extensions, the average remaining lease term stands at 14 and a half years as of March 31, 2020. This early renewal significantly reduced near term lease maturity exposure in the portfolio while also adding annual rental rate escalations into the leases. The second notable event in 2019 was sale of the 1,000,000 square foot Atrium office and retail property at Yonge and Dundas in Downtown Toronto.

From the REIT's perspective, the selling price was attractive and the sale also significantly reduced lease maturity exposure over the next few years. The result of these two transactions is that as at March 31, 2020, our office portfolio was over 99% leased with a weighted average remaining lease term of over 12 years with 87.4% of rents coming from investment grade tenants. Leases aggregating only 13% of this portfolio mature over the next 5 years. And nearly half of total property operating income H and R's office portfolio forms core of the REITs business and provides a very solid foundation for the future. Turning to our growing Land Tower multi residential business.

2019 also saw the stabilization of Jackson Park, our 50% owned trophy multi residential property in New York City with 1871 units. The completion increased Land Tower's suite count to 7,777 as at March 31, 2020, 22% of the income producing properties by value. Land Tower's role in the REIT is poised to expand significantly again over the coming year with the REIT's 100 percent owned River Landing development project near downtown Miami nearly complete with residential lease up expected to commence later this year. Pro form a River Landing's completion, multi residential property would account for more than 25% of our income producing portfolio. Before I conclude my prepared remarks and open the call to investor questions, there are 3 additional topics I would like to comment on.

Firstly, on the topic of ESG, we're proud to have published H and R's inaugural sustainability report, which can be found on our website under Presentations and Other Filings section. This report provides a detailed examination of H and R's environmental, social and governance policies and practices and importantly forms the basis for which we can begin the process of continuous improvement. As we noted in our letter to unitholders earlier this year, HR's commitment is to build on our established policy and enhance the disclosure of our successes in these fronts. With these milestones and disclosure accomplished, we plan to focus further advancing on our policies. On that front, today marks another milestone as we welcome Brenda Haysom and Marvin Rubner to our Board of Trustees.

Their arrival provides board renewal and a diversity of perspective ensuring the governance of our REIT continues to evolve and keep pace with best practices. Wren is the 1st U. S. Citizen to be a member of our Board, adding to the range of perspectives at the table, particularly as the portion of our portfolio located in the United States continues to grow. Robin brings 40 years of private market real estate experience, including significant urban property repositioning and redevelopment expertise.

Despite recent progress, H and R anticipates further Board renewal in the coming year, balancing the need for renewal and progress with preservation of continuity and institutional memory. New trustee nominees are expected to bring strong professional backgrounds, experiences and diversity perspectives and fresh eyes to add to the conversation around the Board and table. Stay tuned. And finally, as alluded to on the REIT's Q1 conference call, management of the Board have been exploring opportunities to further take advantage of the REIT's scale and capabilities. Over 24 years, the REIT has developed significant asset and property management capabilities, spanning office, retail, industrial and residential properties across North America.

The REIT has a number of existing and previous capital partners, including relationships with capital partners, including pension funds, private equity partners and public REITs among others. H and R plans to further explore opportunities to leverage management capabilities with new and existing partners to take advantage of opportunities arise in the market, particularly as property markets adapt to changing economic conditions over the next few years. In support of these initiatives, I'm pleased to announce that our trustee, Alex Avery, has joined the REIT's management team as Executive Vice President, Asset Management and Strategic Initiatives. Alex's role has been evolving over the past few years, beginning as a trustee, working as a consultant and now as a member of our management. He brings considerable experience in capital markets, strategy and asset management, and we look forward to sharing more about our asset management initiatives and Alix's activities in the near future.

Before turning it over to the operator, I'd like to also take this opportunity to thank Steven Senter, who did not stand for reelection as a trustee at this meeting for his years of service and significant contributions to H&R REIT. Stephen's diligence and capital markets insights are well known across Bay Street and his perspectives added a lot to this discussion around our boardroom table. Operator, please open the lines for questions. So first question was, do we have any plans to buy back our shares at these prices? I don't think it's appropriate to cut distributions and reasons distributions as was mentioned was to be conservative, to have a strong balance sheet and to get through the pandemic as best as we can.

Considering we don't see a light at the end of the pandemic tunnel at this point in time. I think it's very inappropriate to take that cash and buy back your shares if you just cut distributions. I think the point of a strong balance sheet is to have a strong balance sheet and to weather the storm. So at this point in time, we do not have any plans to buy back our own shares, although I must tell you it is very nice. In closing, I'd like to sincerely thank everyone who has logged on to this, our 24th Annual General Meeting to exercise your rights as unitholders and hear an update on our business.

Thank you, and enjoy the summer.

Speaker 3

Ladies and gentlemen, that concludes today's presentation. You may now disconnect and have a wonderful day.

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