Flagship Communities Real Estate Investment Trust (TSX:MHC.UN)
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At close: May 12, 2026
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AGM 2023

May 10, 2023

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Good morning, everyone. Welcome to the Annual General Meeting of unitholders of Flagship Communities REIT, which I will refer to as the REIT. My name is Peter Bynoe, Chair of the Board of Trustees, and I will chair today's meeting. Kurtis Keeney, Chief Executive Officer, Nathan Smith, Chief Investment Officer, and Eddie Carlisle, Chief Financial Officer, are present at the meeting. Eddie Carlisle will act as secretary and moderator of the meeting. Nathan will propose motions. This meeting is being held entirely by virtual means through a live webcast. We welcome everyone in attendance today. Our decision to hold a meeting by virtual means this year was made in consideration of our desire to provide access to our investors and other stakeholders across Canada and the United States, and beyond these borders.

We have done our best to provide a meeting that allows us to communicate with unitholders, receive your questions and comments, and permit real-time voting. I would like to thank those unitholders who have chosen to attend this virtual meeting today, and to all those who submitted their proxies in advance on a timely basis. I will pause now and ask our moderator to read our forward-looking statement.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Comments made during or following the formal meeting may contain forward-looking information within the meaning of applicable securities legislation, which reflects the REIT's current expectations regarding future events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the REIT's control, that could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking information. These forward-looking statements are made as of today's date, and except as expressly required by applicable law, the REIT assumes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Please refer to the REIT's filings on SEDAR, including our annual information form for the year ended December 31, 2022, which identifies certain assumptions underlying any such forward-looking statements and factors that could cause actual results to differ materially from those projected in any forward-looking statements made during this meeting.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Thank you, moderator. It is my pleasure to now call the meeting to order. With consent of the meeting, I have appointed TSX Trust Company, acting through its representative, Wayne Yearwood, as scrutineer. Wayne is present online with us today. The scrutineers have provided me with their preliminary report on attendance at this meeting, and I confirm that the requisite quorum of unitholders is present in person or represented by proxy. The scrutineer's report will be kept with the records of this meeting. The REIT has used notice and access provisions to make proxy materials available to unitholders on the internet instead of mailing paper copies. A copy of the materials is available on the REIT's public profile at sedar.com and on its website at flagshipcommunities.com.

The secretary has deposited with me a statutory declaration establishing the giving of written notice and, in addition, the sending of notice of the time and place of the meeting to each unitholder entitled to such notice, and to each trustee and to the REIT's auditors. Notice of the meeting having been given as required, and a quorum being present, I declare that the meeting has been regularly called and is properly constituted for the transaction of business. The agenda for motions to be submitted for unitholders action with respect to the matters that are to be dealt with at this meeting, are contained in the notice of meeting that unitholders received prior to this meeting, and are more fully described in the management information circular. I will begin with a few comments regarding procedural matters for today's virtual meeting format.

To make the best use of our time today, Nathan Smith will move various motions. While the practice generally adopted at unitholder meetings is for a motion to be made by one person and seconded by another, such a process is not necessary in all cases. Accordingly, at this virtual meeting, we will forgo having seconders for the formal business specified in the notice of this meeting. This is not intended to limit in any way, unitholders' right to participate in the meeting. Questions in respect of the business of the meeting may be submitted by unitholders using the designated, quote, Ask a question, end quote, field on the web portal. You are encouraged to submit any comments or questions now or at any time during the formal discussion of the meeting's items of business.

Your questions on formal items of business will be read aloud by our moderator, Eddie Carlisle, before being addressed. When submitting a question, please identify whether it relates to a motion being considered as part of the formal process of the meeting or whether it is general in nature. We will address questions directly related to a particular motion at the appropriate time of the meeting and save, I'm sorry, save general questions until after the formal business has been completed. We will do our best to answer all such general questions, but if for any reason we are unable to do so, we will endeavor to follow up with you after the meeting. 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 the issue is resolved.

All participants are responsible for maintaining their own internet connection. It may be necessary for me to pause from time to time during the meeting to communicate with the moderator to determine if there are questions or comments from participants. I appreciate your patience. We will now proceed with the first item of business for the meeting and present the brief financial statements for the year ended December 31, 2022. A copy of the financial statements was previously made available to unitholders, and they are available on the REIT's website and on SEDAR. Unitholders do not have to take any action regarding the financial statements. On behalf of the trustees, I now place before the meeting the consolidated financial statements and report of the auditors thereon for the year ended December 31st, 2022.

I now instruct the scrutineer to open the polls and keep them open throughout the formal part of this meeting. Registered unitholders and duly appointed proxy holders who voted in advance of the meeting do not need to take any further steps to cast their votes. Your advance vote has already been recorded. If you do vote at the meeting today, that will automatically revoke any prior vote or proxy granted. Once all of the business matters have been addressed, I will pause for a further moment to allow voting to be completed. After the electronic balloting closes, the voting page will disappear from your screen and your ballots will automatically be submitted. The scrutineer will compile the report regarding the results of voting on all items of business, and we will inform you of the outcome.

I will present the two matters to be voted on by unitholders. They are, number one, election of trustees, and number two, reappointment of the auditors. The first item to be voted on is the election of trustees. The trustees have set the size of the board at present to seven. Each trustee is to be elected to hold office for a term of one year, commencing at the close of this meeting of unitholders and ending at the close of the next annual meeting of unitholders, or until their successors are duly elected or appointed. Details about the individuals being nominated as trustees are found in the management information circular for the meeting. In the proxy forms and voting instruction forms, unitholders were asked to vote individually for each of the nominees.

I will now ask Nathan Smith to move a motion for the nomination of the nominees named in the management information circular.

Nathan Smith
Chief Investment Officer, Flagship Communities Real Estate Investment Trust

Mr. Chairman, I move to nominate Peter Bynoe, Louis Forbes, Kurtis Keeney, Susan Monteith, Andrew Oppenheim, Ann Rooney, and Nathan Smith to serve as trustees of the REIT for the term beginning today and ending at the close of the next annual meeting of unitholders, or until their successors are duly elected or appointed.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

The REIT's declaration of trust requires a timely notice of nominations of trustees by unitholders be received by the trustees in advance of the meeting in order to be valid. No such nominations were received from unitholders prior to the deadline, the nominations are closed. Accordingly, seven persons have been nominated for election as trustees, and there are seven trustees to be elected. Unitholders have been provided with the opportunity to vote for each trustee or withhold their vote on an individual basis, in accordance with the rules of the TSX and the REIT's majority voting policy, details of which are provided in the management information circular for this meeting. The motion is now open for discussion. I will pause momentarily and ask our moderator to read out any comments or questions.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, there are no comments or questions to be addressed.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Thank you, moderator. You are reminded that the voting polls are open. However, registered unitholders and duly appointed proxy holders who voted in advance of the meeting do not need to take any further steps to cast their votes. The second matter to be voted on is the reappointment of MNP LLP as auditors, and the authorization of the trustees to set their remuneration. I will now ask Nathan Smith to move a formal motion for the foregoing proposal.

Nathan Smith
Chief Investment Officer, Flagship Communities Real Estate Investment Trust

Mr. Chairman, I move that MNP LLP be reappointed auditors of the REIT to hold office until the close of the next annual meeting or until a successor is appointed, and that the board of trustees be authorized to fix their remuneration.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

The motion is now open for discussion. As before, I will pause momentarily and ask the moderator to read any comments or questions.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, there are no comments or questions to be addressed.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Thank you, Moderator. You are reminded that the voting polls are open. However, registered unitholders and duly appointed proxy holders who voted in advance of the meeting do not need to take any further steps to cast their vote. At this time, I have completed the review of business matters that are being voted on at today's meeting. Moderator, have any further questions related to the motions been received?

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, there are no further questions.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Thank you, moderator. The polls will remain open for a brief moment for final voting to be completed. I ask for your patience as we wait in silence for a moment, after which the meeting will resume.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, voting is now complete.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

I declare the polls for the meeting closed. We will pause and sound for a moment to give the scrutineers the opportunity to tally the vote.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, I'm reporting to you on behalf of the scrutineers, that sufficient votes have been received for all items of business to pass, that all nominees for election as trustees received a majority of votes in favor of their election.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Having been informed that all items of business have been duly passed, I declare that the nominees listed in the Management Information Circular have been duly elected as trustees of the REIT to serve until the next annual meeting of unitholders, or until they resign, or their successors are elected or appointed. MNP LLP has been reappointed as the REIT's auditors for the ensuing year, and the trustees are authorized to set their remuneration. There being no further business that may be properly brought before this meeting, I declare the meeting to be terminated. I now pause momentarily and ask the moderator if there are any general questions or comments from our unitholders.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

Mr. Chair, there are no questions or comments from our unitholders.

Peter Bynoe
Chair of the Board of Trustees, Flagship Communities Real Estate Investment Trust

Thank you, moderator. If you have any general questions about the REIT or its business, please do not hesitate to email management at ir@flagshipcommunities.com. Thank you for taking the time to join our annual meeting today. We very much appreciate your patience and support of the board and management, I look forward to meeting with you next year. I will now turn things over to Kurt Keeney, Chief Executive Officer of the REIT. Kurt, go ahead, please.

Kurtis Keeney
CEO, Flagship Communities Real Estate Investment Trust

Good morning, everyone, and welcome to Flagship's Annual General Meeting. I am Kurt Keeney, Flagship President and Chief Executive Officer. Joining me today are Nathan Smith, our Chief Investment Officer, and Eddie Carlisle, our Chief Financial Officer. We've prepared a short investor presentation, and we encourage everyone to follow along during my prepared remarks. The presentation is available on this annual meeting link, and our website is flagshipcommunities.com. Flagship Communities REIT went public in October of 2020. Our public offering was widely supported by our loyal unitholders, many of whom still hold positions in the REIT. At the time of our initial public offering, unitholders were drawn to the strong track record of the MHC industry because of its consistent performance over the past 25 years.

2022 was our second full year as a public traded REIT. During that time, we continued to demonstrate the merits of both Flagship and the MHC industry. Before I discuss our performance this past year, let me briefly describe our business and what differentiates us in the marketplace. Flagship Communities owns and operates a high-quality portfolio of MHCs in seven contiguous states: Arkansas, Illinois, Indiana, Kentucky, Missouri, Ohio, and Tennessee. Manufactured homes are prefabricated housing that are delivered and installed on site. These homes are generally purchased by residents and placed on a lot. We lease these lots to residents so they can live in an affordable home within a nice neighborhood. All utilities and other occupancy costs are directly paid or charged back to the residents.

Our promise is to offer our residents an affordable home with a safe and clean community, with desirable amenities, and that are near jobs, schools, and recreation. Since completing our IPO in October of 2020, we have generated strong operational and financial results for our unitholders. We remain the only pure-play manufactured housing investment in the Canadian capital markets, and our REIT offers investors an opportunity to participate in a niche and stable market with significant growth potential. We've been able to demonstrate both of these characteristics in our short time as a public entity. After a very successful 2022, we are encouraged to see that the momentum we generated last year has carried into the first quarter of 2023. Our rental revenue and same-community revenue grew significantly compared to the same period in 2022.

A growing number of Americans are reaping the benefits of cost-effective homeownership found in MHCs. Building on the strength of our existing portfolio, we made a high-quality acquisition in Indiana, consisting of 120 MHC lots, and last week, we acquired three communities in Indiana, Arkansas, and Tennessee, which are comprised of 660 total lots. That acquisition was funded with cash on our balance sheet, including from capital raised by the REIT's ATM equity program during the first quarter of this year. We raised gross proceeds of $20 million through the issuance of around 1.2 million units at a price of $17 per unit from the at-the-market offering announced in May 2022.

The net proceeds from the exercise of the ATM issuance will be used by the REIT to fund future acquisitions and for general business purposes. We expect these acquisitions to benefit our portfolio in a number of ways. First, each acquisition is located within the seven contiguous states in the U.S. Midwest, where we currently operate. All four MHCs are markets that we know and understand. For example, our acquisition in Austin, Indiana, was the 18th we have made in the Louisville metro market. That gives us an advantage of growing our portfolio with lesser risk, while achieving economies of scale from operational synergies. Second, when we evaluate acquisitions, we identify opportunities where we can develop stable, high-performing communities that support our growth strategy. All of these communities include many amenities and are near major employers, as well as in close proximity to interstates or highways.

Before we take a more in-depth look at the MHC industry and our acquisition growth potential, I'd like to update everyone on our commitments to environmental, social, and governance. Our mission is to improve the everyday lives of the homeowners in our owned and operated MHCs. Many of our residents are low- and moderate-income working families from diverse backgrounds. We continually explore new ways to address their needs and promote their well-being. Above all, we operate with integrity and hold ourselves to high standards of corporate citizenship in the communities where we operate. Our ESG commitments affect not only our communities, but also our unitholders and employees. Through the commitments to environmental protection, affordability, employee empowerment, and strong and transparent governance, we can build a track record of sustainable excellence that complements our strong financial and operational performance.

I encourage everyone to learn more about our commitments in our third annual ESG report, which we published a few weeks ago and is available on our website. A testament to our REIT's success was recognized at the 2023 Manufactured Housing Institute Award ceremony. These awards honor those in manufactured housing industry, who continue to pave the way by providing outstanding products, customer service, creative solutions, and state-of-the-art homes. Flagship received three of MHI's highest national awards for excellence in manufactured housing and was selected from a group of 77 submissions from member companies. These awards included the Land Lease Operator of the Year Award nationally, the Retail Sales Center of the Year Award, Eastern U.S., and the National Community Impact of the Year Award for our efforts at Grandin Point.

We are very grateful for MHI's recognition, and we share this with our dedicated staff, without whom we could not bring high-quality, affordable communities to the marketplace. MHCs offer key benefits versus multifamily apartments. Multifamily apartments typically have smaller living spaces, fewer bedrooms and baths, shared indoor walls, shared laundry facilities and common areas, and multi-unit HVAC systems, where our residents typically enjoy 2, 3, and 4-bedroom homes, typically with two bathrooms. These homes also have a deck, yard, driveway, and in-home laundry facilities. Our MHCs also typically include recreational amenities and common areas, including clubhouses, green spaces, playgrounds, basketball courts, soccer fields, fishing lakes, and after-school programming. Our outlook and the economic fundamentals of the MHC sector remain positive for a few reasons. First, it is a defensive asset class relative to other real estate asset classes.

We have a stable and recurring rental income streams, mainly due to our large and diverse resident base. Second, the MHC industry has a consistent track record of outperformance throughout all economic cycles. Despite the current macroeconomic environment, our customers' interest rates have not changed substantially, and their credit underwriting is unchanged and available, which is why our manufactured homes are very appealing and a cost-effective option for many Americans. Third, the MHC industry has high barriers to entry. The top 50 MHC investors are estimated to control around 17% of the estimated 4.2 million manufactured housing lots available for rent in the United States. We have been operating communities for 28 years, and we can leverage our existing relationships in the industry to help achieve our acquisition growth strategy. Fourth, MHCs have stable occupancy.

Our occupancy rates have steadily increased since December of 2019. We have a stable and growing resident base, which also speaks to the affordable nature of our homes. The majority of our residents have steady jobs, or they are retired and receiving Social Security or disability, or private and public pensions. The residents in our communities are less affected by the inflationary environment as those with traditional stick-built homes or apartments, who are more prone to fluctuations in their rents and mortgage rates. Finally, the MHC industry has low CapEx requirements relative to other real estate classes. Our residents lease lots from us, yet own their own home. Because of that, our maintenance CapEx requirements are minor and are limited to the community infrastructure, including common areas and amenities.

Our results to date have demonstrated our ability to deliver solid financial and operating results, which speaks to the positive fundamentals of the MHC industry. Let me provide a quick overview of our results from Q1 2023 that we announced yesterday. We generated revenue of $16.8 million during the first quarter, which was up 22.4% over the same period last year, primarily due to acquisitions, lot rent increases, and occupancy increases across the portfolio. Same-community revenues of $14.9 million grew by 9.7% over the comparable period last year, which was driven by higher monthly lot rents, as well as growth in same-community occupancy and increases in utility revenue.

Net operating income was $11.1 million during the quarter, an increase of 20.1% of prior period as a result of our acquisitions, lot rent growth, and cost containment efforts. Our same community NOI was up 6.3% to $9.8 million compared to Q1 of last year. AFFO for the first quarter of 2023 was $5.2 million, an increase of 6.1% from the first quarter of last year, and AFFO per unit for the first quarter of 2023 was $0.26 per unit, an increase of 4.8% from the same period last year. For more information about our financial results, please visit our website, where you can hear a replay of our first quarter conference call and review our quarterly filings.

Turning to our portfolio, as at March 31st, our total occupancy was 83.4%, and our average monthly lot rent was $418. Our same community occupancy of 84% increased by 1.1% versus last year, reflecting our commitment to resident satisfaction and ensuring our communities are in desirable neighborhoods. All of these metrics were within our expectations. We remain committed to preserving a conservative debt profile. We ended the quarter with a total cash and cash equivalents of approximately $25 million, with no near-term debt obligations and no bank balance sheet mortgage debt. Our weighted average mortgage term to maturity is 11.4 years, with our first maturity due in just over 5 years. Our weighted average maturity mortgage rate was 3.78% at the end of the quarter, which is an entirely fixed rate.

This strategy allows us to maintain staggered maturities to lessen our risk exposure, while allowing us to ride out difficult economic cycles in the fullness of time. In our 2+ years as a publicly traded company, we've demonstrated the steady and predictive nature of the MHC industry. The sector has shown a consistent track record of growth over the past 25 years. We are the TSX's only pure-play vehicle to invest in the MHC sector, and we are one of the Midwest region's largest MHC owners. For these reasons, we believe we represent a compelling investment opportunity. Thank you for your time today. I will certainly now open up the line for questions.

Eddie Carlisle
CFO, Flagship Communities Real Estate Investment Trust

There are no questions.

Kurtis Keeney
CEO, Flagship Communities Real Estate Investment Trust

Thank you, everyone, for participating in our annual meeting. Please feel free to reach out to our investor relations team at ir@flagshipcommunities.com if you have any further questions. Have a great day.

Operator

Thank you for attending today's meeting. You may now disconnect.

Kurtis Keeney
CEO, Flagship Communities Real Estate Investment Trust

Investor relations team at ir@flagshipcommunities.com if you have any further questions. Have a great day.

Operator

Thank you for attending today's meeting. You may now disconnect.

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