AGM 2020

May 14, 2020

Slides

Thank you for standing by. This is the conference operator. Welcome to the Nexus REIT Annual General Meeting Conference Call. As a reminder, all participants are in listen only mode and the conference is being recorded. After the presentation, there will be an opportunity to ask questions. I would now like to turn the conference over to Ben Rodney, Chairman of the Board. Please go ahead. Thank you. Good morning, ladies and gentlemen. Welcome to the Annual General Meeting of the unitholders of Nexus REIT. I am Ben Rodney, Chair and Trustee of the REIT. Given the need for social distancing in the face of the COVID-nineteen outbreak, we have asked our trustees and officers other than Kelly Hansek, Trustee and Chief Executive Officer and Rob Chason, Chief Financial Officer, not to attend the meeting in person. As a reminder, the meeting is being conducted in person and unitholders listening in to the webcast are not able to vote on or discuss or object to the formal business matters of business and they are not properly in attendance of the meeting and only votes in person or by proxy will be counted at the meeting. The purpose of the webcast is for unitholders to follow along with the meeting and receive management's presentation following the completion of the formal business of the meeting. We have 3 matters of regular business to conduct today. Number 1, the presentation of the REIT's audited consolidated financial statements and auditors' report thereon for the year ended December 31, 2019 number 2, the election of members of the Board of Trustees number 3, the reappointment of the auditors of the REIT. We also have one matter of special businesses conducted today, the readoption by the REIT of its unit option plan as described in the management information circular for today's meeting. Once the formal business of the meeting has been completed, there will be an opportunity to ask questions. I will now call the meeting to order. Unless there is an objection, I will preside as Chair of this meeting. Unless there is an objection, I will ask Rob Chaisson, the REIT's Chief Financial Officer, to act as Secretary of the meeting. In the course of today's meeting, trustees and officers of The REIT may, in their remarks or in response to questions, make certain statements, which are forward looking statements and are prospective. Forward looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results, performance or achievements of the REIT to be materially different from any future results, performance or achievements expressed or implied by the forward looking statements. Actual results and developments are likely to differ and may differ materially from those expressed or implied by such forward looking statements. Such forward looking statements are based on a number of assumptions that may prove to be incorrect, including but not limited to the ability of the REIT to collect rent from its tenants, the continuing concentration of the REIT's tenants, the fulfillment by tenants of their lease responsibilities as well as their capital expenditures and environmental remediation responsibilities the ability of the REIT to obtain necessary financing or to be able to implement its business strategies the level of activity in the industrial and or other commercial real estate markets in each geographic region of Canada and the state of the real estate industry generally, including property ownership and tenant risks, liquidity of real estate investments, competition, government regulation, environmental matters and fixed costs, recent market volatility and increased expenses and the economy generally. A more detailed discussion of these and other important risk factors can be found in the Financial Instruments and Risks and Uncertainties section of the MD and A for the REIT for the year ended December 31, 2019. Forward looking statements are based on management's belief and opinions at the time the statements are made, and undue reliance should not be placed on any of these forward looking statements. There should be no expectation that these forward looking statements will be updated or supplemented as a result of changing circumstances or otherwise. And other than as required by applicable laws, the REIT disavows and disclaims any obligation to do so. Unless there is an objection, I shall appoint Dennis Dang of TSX Trust Company to act as scrutineer for the meeting. The secretary has advised me that the notice calling this meeting together with a former proxy and management information circular have been sent to each trustee of the REIT, the auditors of the REIT and each intermediary and registered holder of voting units of the REIT of record on April 7, 2020. Additionally, additional copies of this material are also available at this meeting. Accordingly, unless there is an objection, I will dispense with the reading of the notice of meeting. Scrutinier has provided me with a preliminary report regarding unitholder attendance in the meeting. Scrutinier reports that they are present at this meeting in person or by proxy at least 2 unitholders holding not less than 10% of outstanding voting units, each being entitled to vote at this meeting. Accordingly, I declare that the requisite quorum of unitholders is present, and I declare that the meeting is duly and properly constituted for the transaction of business. I direct that the confirmation of mailing of the notice of the meeting received by TSX Trust Company and the scrutineers' complete report on attendance be annexed to the minutes of the meeting. There are several matters that must be dealt with during this formal part of the meeting. In accordance to expedite these matters, I have requested that certain persons second the formal motions, and I will call on these persons at the appropriate time. Unitholders may make comments specific to these motions prior to the vote. The Secretary has the minutes of the annual meeting of unitholders of the REIT held on May 29, 2019. If there are no objections, I will dispense with a reading of the minutes of such meeting. The first item of business is a presentation of the REIT's audited financial statements and the auditors' report thereon. If there are no objections, I will dispense with the reading of the auditors' report. We shall now proceed with the election of trustees of the REIT. The number of trustees to be elected at the meeting is 5. We will be conducting this vote by ballot. The REIT nominees, namely myself, Ben Rodney Floriana Chipolone Bradley Cutse, Kelly C. Hancic and Nicholas are to be elected at the meeting to hold office until the end of the 2021 Annual Meeting of Unitholders of the REIT. I will ask someone to nominate each of the nominees listed in the management information circular delivered with this notice of meeting. With the nominees to the REIT's Board of Trustees who are present, please stand as the names are called. I nominate the person specified in the management information circular delivered with the notice of the meeting, namely Ben Rodney, Florianak Cipollone, Bradley Cutse, Kelly C. Hansick and Nick Legopoulos. To serve as trustees of the REIT to hold office until the next annual meeting of unitholders or until their successors are duly elected or appointed in accordance with the declaration of trust. As the REIT did not previously receive timely notice of any further nominations of persons for election as trustees of the REIT as required by the e finance notice provisions of the REIT's declaration of trust, I declare the nominations closed. Consistent with the REIT's majority voting policy, we will be conducting a vote by ballot for the election of trustees. All ballots have previously been submitted. While we are waiting for the scrutineers' report on the election of trustees, we will move on to the next item of business. We will now proceed with the reappointment of the auditors of the REIT. I move that PricewaterhouseCoopers LLP be reappointed as the auditors of the REIT until the next annual meeting of unitholders or until a successor is appointed and that the Board of Trustees are authorized to fix the auditor's remuneration. May I have the motion seconded? I second the motion. Is there any discussion on this matter? I will now call for a vote on the motion. All in favor, please signify by raising your hand. Abstentions, if any? Having received no abstentions, I declare the motion carried. Having completed the regular business of the meeting, we will now turn to the special business. As described in the management information circular sent to unitholders with a notice of meeting, the purpose of this meeting is in part to consider the thought fit past the resolution set out in the management information circular relating to the confirmation of the readoption by the REIT of its unit option plan. I move that the option plan resolution in the form set out in the unit option plan section of the Managed Information Circular sent to the unitholder with the notice of this meeting be passed. May I have the motion second it? I second the motion. I will now call for a vote on the motion. In order for the unit auction plan resolution to be approved, it must be passed by at least the majority of the votes cast at this meeting. All in favor, please signify by raising your hand. Any votes against? I declare the motion carried. Is there any other formal business that may be properly brought before this meeting? I'll now ask the scrutineer to provide me with its report concerning the ballots. A report closing the number of votes cast in favor against or withheld from voting in respect of each matter will be filed on SEDAR promptly following this meeting. The scrutineer has reported that each of the nominated trustees have been elected and have received more votes for than votes withheld. I hereby declare elected as trustees the REIT to hold office until the next annual meeting of unitholders until their successors are duly elected or appointed in accordance to the declaration of trust, namely Ben Rodney, Floriana Chipolone, Bradley Cutse, Kelly C. Hansik and Nick Legopoulos. I direct the scrutineers' report be annexed in the meeting to the meetings of this meeting the minutes, excuse me, of this meeting. That concludes the formal business brought before the meeting. I wish to thank you for attending, and I now declare this meeting to be terminated. So now what I'd like to do is pass it off to Kelly Hancic, the CEO of Nexus REIT. Thanks, Ben. I'm going to start off by just giving a quick overview of the REIT. NEX is open ended REIT focused on unitholder value creation through acquisition ownership of commercial property across Canada. We have an internal asset management function fully internalized. We have built a quality industrial and commercial portfolio of 72 buildings located right across Canada with relatively stable cash flows. We have a strong sponsor in RFA Capital, which we have sourced a number of off market pipeline acquisitions through them. We have development potential, so mainly in our Richmond, BC asset, where we are ongoing on redeveloping that asset into a sports mall and adding on additional square footage. We also have another opportunity in Montreal area, Ald Anjou, where we are in the process of looking at the potential of zoning it for multifamily additional units there. So 2 strong development potentials. We have a long average lease term with low capital intensity in above average weighted lease term of 5 years. We have a diversified portfolio, stable cash flow, so it's made up of industrial, retail and office. Our industrial portfolio, NASDAQ Canada, WestCan Bulk Transport, Canada Cartage, large covenant tenants that should last throughout this crisis that we're currently experienced. The most of our industrial portfolio is in high demand industrial nodes Calgary, Edmonton, Lethbridge and Montreal, and some in Ontario. Our retail portfolio, high quality national tenants, mostly grocery anchored assets in the Greater Quebec City and Montreal area. We have a partner in some of these assets and the majority of them with Sandalwood Management, who have managed them for a long time. So in the crisis like we're facing right now, a very excellent partner to see us through this crisis. So high quality tenants, Shoppers Drug Mart, Dollarama, Metro, National Bank, SuperSee, the SAQ. And then our office portfolio, majority is Downtown Montreal Core, Sun Life, DICOM, Xerox, IBM, so strong covenant tenants as well in the office portfolio. You can see our portfolio right across Canada, 72 properties from BC right out to Prince Edward Island. By sector, almost 50% of our rent comes from the industrial sector, 10.3% on the mixed use, 25% on the retail and about 16% in the office. So a nice mixture there to balance out the portfolio. You see from when we started in 2014, we've had a demonstrated track record of success in completing accretive acquisitions that have resulted in a declining payout ratio over that time. So we started off in 2014 at about a 99% payout ratio And we worked hard with the acquisitions to get it down to sub-eighty percent at the end of 2019. This cushion is especially important in today where we are facing rental agreements with tenants that will go on about in a little bit. But just to give a little bit of background here, in 2018, we completed about $91,000,000 of off market acquisitions, vendors taking back stock in the REIT and above the current trading price. In 2019 for the year, we acquired a 4 property portfolio for $31,000,000 in Saskatchewan and very good strong cap rate and a great tenant there that really isn't affected by the COVID crisis. So a good covenant tenant for us there. And in 2020, we had approximately $80,000,000 in advanced stages of acquisition talks and another $120,000,000 in initial discussions that we have postponed, but hopefully will surface resurface towards the end of 2020, early 2021 depending on how things go with the business climate in Canada. I'm going to let Rob bring us up to speed just a little bit here and take it on our debt maturities and with what we thought was going to be a milestone and continue to focus on operations. And Rob will bring you, and continue to focus on operations. And Rob will bring you up to speed on our efforts on rent collection and how we've been doing on that side. Thanks, Kelly. As you can see from the slide, we have approximately $45,000,000 of debt that was maturing in 20 20. This includes regularly scheduled principal payments. And then we most of our maturities are extended out beyond 2023. I'll speak a little more to debt on the next slide. And when we look at our lease maturities, again, we have long term leases, average lease terms of 5 years or greater, average of 5, many with greater terms. And we'll talk a little more now about COVID-nineteen and the impact of COVID-nineteen on our business. For April, we've received approximately 84% of rents and that can be broken down by asset class as industrial 86.6%, mixed use 96 point 2 percent, office 96.5% and retail 65.9%. In a retail portfolio, we have many large anchor tenants with national credit. For example, Metro, Canadian Tire, Dollarama, anchor many of our centers grocery anchored with pharmacies. We do have some service retail and we do have some fashion retail and collections are strong from our large national tenants and we're working with our other smaller tenants where we can to provide rental deferral. 80% of May rents have been collected, again broken down by asset class on the slide. Where possible, rent deferral arrangements have been negotiated with tenants with a demonstrated cash flow need. For industrial tenants, this is typically in the form of passing through cash flow benefits of mortgage payment deferrals. However, greater levels of support have been provided for retail tenants whose businesses are heavily impacted. On April 29, the federal government announced the Canada Emergency Commercial Rent Assistance Program. This program was later updated on April 29 with some additional details. Final details are still outstanding. The program is intended to provide commercial rent reductions of 75 percent to small businesses, which is defined as businesses with less than $20,000,000 of annual consolidated revenues who are paying rents of less than $50,000 gross per month. It's to be applicable to the months of April, May June 2020. Provincial and federal governments are to fund 50% rent reduction and landlords are expected to fund 25% rent reduction. Qualifying businesses must have had a reduction in revenues of at least 70% or have been temporary closed and earning no revenues due to COVID-nineteen. Details were to be finalized by mid May. We've had no updates since April 29, and it's unknown when details will be released, when landlords might be able to enroll and when funding offered under the program would be available to landlords. It's also unknown whether or not landlords would need to participate on a tenant by tenant, property by property, legal entity by legal entity basis or otherwise. The program could be beneficial to the REIT for some situations and not beneficial to the REIT in others. Until further details are made available, it's unclear whether Nexus will participate in the program and if so, to what extent. Announcement of this program on April 24 without details has made May rental collections and discussions with tenants more challenging. However, as you've seen on the previous slide, we have been able to be quite successful in collecting our rents from the tenants. Talking about liquidity, so we had approximately $5,000,000 of cash on our balance sheet at March 31. We also had $5,000,000 of availability under our revolving credit facility. We received mortgage principal and interest deferrals from our key lenders for the months of April, May June, deferrals on approximately 42% of our debt by principal value and receiving approximately $500,000 a month of cash flow through the deferred payments, partially offsetting the rent deferrals we have offered to our tenants. Most municipalities are deferring property tax payments as well. The REIT has approximately $25,000,000 of properties which are unencumbered and expects that these properties will be financed to generate an additional $14,000,000 of liquidity. Speaking to debt maturities, of the $38,000,000 of debt maturing between April December 2020, Approximately $6,000,000 was refinanced in April on a 5 year term with 2.5% interest rate. Approximately $5,500,000 will mature in June on a South Shore Montreal industrial property and approximately $17,900,000 is expected to mature in July 2020, sorry, to say I've won the presentation on the REIT's unenclosed retail center in Victorville, Quebec, which is approximately halfway between Montreal and Quebec City. There's approximately 44% loan to value on the maturing mortgage. So we don't anticipate that we'll have issues refinancing this property. It's well occupied and anchored by Canadian Tire Dollarama, Metro and the Brick. We have another $5,000,000 maturing in September on an Ontario property and another $3,600,000 in December on a BC industrial property. Again, we don't expect any difficulties in refinancing these 2 mortgages. The debt markets remain open. There's caution when lenders are underwriting retail properties where tenants are not operating. Quebec retail, excluding the Greater Montreal area, with outside entrances was permitted to reopen on May 4. We are seeing historically low cost of funds with the 5 year bond yields at 0.37% and 7 10 year yields at 0.39% and 0 point 5 2% respectively. We are beginning to see some rate floors and some liquidity premiums appear as we saw when bond yields previously bottomed out, which may increase our cost of borrowing slightly. However, we still are at all time lows. I'll turn it back over to Kelly Hancic. Thanks, Rob. So just to give the key takeaways, we do have liquidity, as Rob mentioned. We offer an attractive current distribution yield over 10%. Actually, right now, I think over 11. We have kept a conservative capital structure with debt to assets at the end of 2019 at approximately 49%. Our payout ratio, AFFO payout ratio coming into the crisis was sub-eighty percent, so put ourselves in a good solid conservative position to weather the storm. We have a diversified portfolio of high quality assets in different markets, experienced management team, This project This project may be slightly delayed depending on how fast the permitting process, but we do have signed tenant leases for it. So we look to have this hopefully complete by the end of the year, Phase 2 or early next year. On top of that, we have an additional 70,000 square foot property that we or addition to the front of the building that we are able to build that we're in the planning processes of that we probably will look hopefully if things go well next year at some point, whether it's the 1st or second quarter where we would look at starting to break ground, which drives additional NAV per unit growth. So overall, I think we put ourselves over the years in a position to weather the storm, and we feel that this year is a real focus on operations. And hopefully, if things go well, by the end of the year, early year, we'll be back. Things will have some semblance of normal and we'll be back into acquisitions and looking at ways of growing the REIT from here. So I am going to open up the line now to any questions that may be asked. Thank you. We will now begin the question and answer session. We currently have no questions at this time. I would like to turn the conference back over to Kelly Hancic for closing remarks. Well, I want to thank everyone for participating in this year's Annual General Meeting and hope that everyone stays safe and stays healthy. Thank you for attending.