Okay, I think we'll go ahead and get started. Good morning, everyone. Thank you for joining us, and welcome to Artis' second quarter 2021 results webcast. My name is Heather Nikkel, and I'm Vice President of Investor Relations at Artis. With me today is Artis' CEO, Samir Manji, CFO, Jaclyn Koenig, COO, Kim Riley, and Executive Vice-President - U.S. Region, Phil Martens. Shortly, I'll be turning the floor over to Samir for opening remarks, after which there will be a question and answer session. If you'd like to ask a question, please click on the Raise Hand button at the bottom of your screen. You will then be placed in the queue, and when it's your turn, you'll be brought into the meeting to ask your question with audio only. Your camera will not be enabled.
Our second quarter 2021 results were disseminated yesterday and are available on SEDAR and on Artis' website. Before we get started, please be reminded that today's discussion may include forward-looking statements. Such statements involve known and unknown risks and uncertainties that may cause actual results to differ materially from those expressed or implied today. We have identified such factors in our public filings with the securities regulators and suggest that you refer to those filings. As we discuss our performance, please keep in mind that all figures are in Canadian dollars, unless otherwise noted. I would also like to note that today's webcast is being recorded, and a replay will be available on our website later this afternoon until Thursday, November 4th. With that, I will turn the discussion over to Samir.
Thank you, Heather. Good morning to those in the West. Good afternoon to those in the East. Welcome and thank you for joining us for our second quarter 2021 results webcast. We recognize that most of you have reviewed already the results. In being mindful of your time, we're going to follow a similar format to our last quarterly call. I'll keep my comments brief. We'll then transition to our Q&A session. During the quarter, we made strong progress in executing our business transformation plan. We completed several significant strategic dispositions, including the announced sale of our GTA industrial portfolio. Of the 28 property portfolio, 26 closed on July 15th. One is expected to close in the third quarter of this year. One is no longer under sale agreement and will be marketed for sale.
The GTA industrial sale will generate an increase to our taxable income. As such, we expect to make a special distribution to unitholders. The amount and form of such distributions will be determined later in the year, as our taxable income will be dependent on activity to be completed throughout the remainder of the year. In the second quarter, we also entered into an unconditional sale agreement for two smaller industrial properties in Winnipeg, which closed subsequent to the quarter, and an unconditional sale agreement for two retail properties in Regina, which is expected to close later this month. Also, during the quarter, we were very pleased to have broken ground on Blaine35, a nearly 320,000 sq ft, three building industrial development project on Interstate 35 in Minneapolis.
In terms of our balance sheet and liquidity, at June 30th, we reported improvements to two key performance indicators that are critical to the execution of our business transformation plan. The first is Net Asset Value, which increased to CAD 16.78 per unit from CAD 15.03 at December 31st, 2020, primarily due to the fair value gain on investment properties, net operating income, and the impact of units purchased under the NCIB. The second key metric is debt to gross book value, which decreased to 47.5% from 49.3% at December 31st, 2020. During the quarter, we continued to use our NCIB to buy back 2.9 million common units and 49,000 preferred units. Lastly, we began to accumulate a position in our first public security investment and look forward to building upon that investment and focusing on our value investing strategy as part of the next phase of our business transformation plan.
We've accomplished a lot since the announcement of our new strategy in March, but there is still a lot of work to be done. We continue to focus on identifying and optimizing operational efficiencies, both with respect to our portfolio of properties and internally as it relates to our policies, procedures, and realigning roles and responsibilities to support our new vision and strategy. In June, we published our annual ESG report, and under the stewardship of our Chief Operating Officer, Kim Riley, we've taken significant strides towards prioritizing and enhancing our ESG initiatives while determining how we can better serve our tenants and create value for our owners. We are pleased with what has been accomplished so far, and we're confident in the strategy and the team we have in place at Artis.
We look forward to continuing to demonstrate our ability to execute our plan and to deliver on our commitment to create long-term value for our owners. That concludes my remarks. I will turn it back to Heather to moderate our Q&A session.
Thank you, Samir. Just as a reminder, if you'd like to ask a question, please click on the Raise Hand button at the bottom of your screen, and you'll be placed in the queue and brought into the meeting when it's your turn. There may be a momentary delay while your audio is connecting, and please remember to unmute your line at the appropriate time. Okay. Our first question is from Jonathan Kelcher with TD Securities. Jonathan, you can go ahead.
Hi. Good morning. First question, just on the Toronto Industrial, why was that one property dropped?
We had, in the late stages of the process, we had a couple of technical related items that came up specific to one property that we're confident can be addressed. In collaboration or conversation with the buyer, we collectively agreed that we didn't want to delay closing, and it was best for us to simply remove that asset from the mix so as to stay with the timeline and the agreement that we had with the buyer. To wrap up by July 15th, it just made practical sense to remove the asset from the overall mix.
Okay. Do you anticipate any issues selling that asset this year?
No.
Okay. You talked about having to do a special distribution. You said the amount and form still to be determined. What form could it take? What are the different forms it could take?
I think the practical reality is that it would likely be a cash distribution, but there have been examples in the past where special distributions have taken the form of units, as you're aware, Jonathan, with then a consolidation of the units on the other end. We're still working through all of that and anticipate we'll be able to report back towards the back end of the year.
Okay. I guess my last question, you started buying securities this quarter and bought some more post-quarter but didn't say what they were. I'm guessing you're not going to tell me now. At what level of investment has the board decided that unit holders should know what the company is buying or what Artis is buying?
Just in terms of the strategy with respect to investing in public securities, we're mindful of a number of factors at play there. Under the guidance and stewardship of the board of trustees, we intend to remain muted in publicly declaring or disclosing the specific securities for obvious reasons, including the ability we want to continue to have in the interest of unit holders of Artis to be able to accumulate at optimal prices. We wouldn't want to come out prematurely to disclose what we are acquiring, knowing that there is a possibility that doing so could cause potential fluctuation in the price of the shares or units of the investee company.
I think for the time being, one should anticipate that, in all likelihood, we would only come out and declare the name of a specific investee company if and when we were required to from a regulatory perspective. Generally, that would translate into us if at any point getting to a point where we cross 10% ownership in that investee company to then come forward and provide that disclosure. I think generally one should make that assumption. It could change, but I think that would be my expectation.
Okay. Now is Sandpiper buying alongside Artis in this investment? In your example, if the two entities combined hit 10%, does that get disclosed, or can you both go to 9% without disclosing anything?
First part of the question, it'll vary investment to investment. At the end of the day, we have a process that has been established with the investment committee of the board and the board as a whole to ensure that, one, there's full disclosure insofar as Sandpiper's involvement with any prospective investee entity. Secondly, insofar as the strategy that we choose to pursue on the Artis front, in some instances, it would entail a co-investment, and in other instances, it wouldn't. We'll ensure, in that regard, that there is adequate disclosure based on what has been agreed to between Artis and Sandpiper.
Okay. Is Sandpiper co-investing in this investment with Artis?
Yes.
Okay. Is it a 50/50, or what's the split?
Yes, 50/50.
Okay. Between the two entities, you've bought CAD 36 million or CAD 37 million worth of shares.
I think subsequent to quarter end, Jonathan, there was a second investee company identified. There would be a separate breakdown that would not relate just to the first investee company. In the second investee company, there is not a co-investment agreement or arrangement in place.
Okay, thanks. I'll turn it back.
Thank you.
Okay. Our next question is from Matt Logan with RBC Capital Markets. Oh, sorry. Just a minute here. Okay. Matt, please go ahead with your question.
Thank you, and good morning. In terms of the special distribution, can you tell us the taxable income, inclusive of the recapture and the capital gains?
I'm not sure we're ready to provide those details, but I will pass it over to Jaclyn to see if she'd like to comment.
We're working with our advisors on initial estimates. Again, I don't think we have the full details ready to disclose.
Okay. Maybe changing gears. In terms of your IFRS cap rate for your GTA industrial portfolio, can you talk about how that compares to the transaction cap rate for the deal? Because it seems like the IFRS cap rate is a little bit higher than what we've heard or have calculated ourselves.
I can take that one, Matt. The cap rate that we discussed previously was based on in-place income. The rates disclosed in our MD&A table are based on stabilized income. That factors in an increase in our in-place rents in the quarter, in comparison to our market rents.
Appreciate the color, Jaclyn. In terms of the proceeds from that sale, a lot of that seems to be allocated towards de-leveraging. Do you have a specific leverage target for, say, year-end 2021 and year-end 2022?
We don't have a specific target. What we had previously conveyed, Matt, was that there was a desire to see leverage be well below 50%, and we are certainly now sub 50% and on our way further down from where we are at quarter end. I would say that more importantly, what this allows for, as we had presented in our March presentation on the go-forward plan and strategy, is fortifying the balance sheet and providing us with a strong level of flexibility financially to be able to pursue and explore investment opportunities that we think would provide significant above-average risk-adjusted returns and value creation for unitholders.
Last question from me. Jonathan had asked about your level of disclosure with respect to public securities. While you're not going to disclose until you hit a regulatory threshold, is there a point where the materiality of the securities investments, I don't know if that's in the tens of millions or hundreds of millions, you'd consider disclosing more to unitholders?
It's a good question. By the way, I didn't cover one piece of Jonathan's earlier question related to whether that 10% threshold would be Artis alone or in situations where there is a co-invest with Sandpiper. It is the aggregate, because in our view, there would be joint influence in light of the relationship between Artis and Sandpiper. If at any point on a specific investee entity, collectively, we cross 10%, whether it would be required from a regulatory and security standpoint or not, we're going to take the more conservative approach and provide that disclosure. Matt, going to your question. I think it's early days. We have CAD 4.9 billion of assets at quarter end on our balance sheet.
With a CAD 6 million line item at June 30th, and even if that were to go into the tens of millions of dollars, I don't think from a materiality standpoint, relative to our overall asset base, that would happen in the near term. Having said that, certainly if over a period of a number of years, this were to become under the board's stewardship and strategic direction, a larger proportion of the overall asset base, then of course, that may change the thinking and methodology that we choose to pursue.
Appreciate the commentary. I'll turn the call back. Thank you.
Okay. The next question is from Mike Markidis with Desjardins.
Mike, you can go ahead.
Yeah. Just wanted to unmute. Thank you, Heather, and good day to everybody. Samir, I was just wondering, it's been incredibly active. Well, first of all, you guys executed extremely rapidly on monetizing your GTA portfolio. I know you've talked about wanting to monetize most of it, in some way, shape, or form in a relatively quick time manner. South of the border, we're seeing a tremendous amount of activity, both in terms of entire portfolio sales and creation of funds, which seem to, I guess, in my opinion, perhaps disadvantage unitholders. Just wondering if you've been reviewing those transactions, what you've seen, and if that has influenced your strategy with respect to how you look at the U.S. industrial portfolio, going forward. Thank you.
Mike, can you clarify how you made reference to being disadvantageous to unitholders. Can you just expand on that?
Sure. I would just make the comment that it would seem to me that sales of complete portfolios, 100% interest, seem to be done at higher values, lower cap rates, better price per foot than perhaps seeding funds would.
Okay. I'm not sure I'm clear on that point, but that's okay. I'll simply make a quick comment, and I'll pass it over to Phil, to provide some additional color on the U.S. industrial market, which I think most are familiar with. Our decision to embark on the GTA industrial sale as part of that critical first step in executing our go-forward strategy and plan. We've spoken about previously and had a very strong motivation on our part to be able to, as you noted, accelerate initially, that first set of steps we were taking, from an implementation standpoint. I think, as they say, the rest is history. I think we achieved a very positive outcome for the owners of the REIT. We achieved a very solid outcome insofar as that objective of solidifying and fortifying the balance sheet and our liquidity position.
That affords us today incredible flexibility, but also firepower to be able to explore and potentially capitalize on opportunities that surface and/or are presented to us, with a level of nimbleness and a strategic benefit that should, over time, if we're successful, allow us to achieve things that frankly, I don't believe would otherwise be achievable, when it comes to that value investing theme that we've spoken about previously. I'll leave my comments to your question there, and I'll pass it over to Phil to talk about U.S. Industrial.
It's a big topic, and there's a lot of markets right now that are very interesting to investors. One of the things that we have enjoyed, of course, is how the Phoenix market has moved up to the top five of overall interest. We've seen some substantial amount of influx in demographics because of COVID, and how different states respond to it has actually had quite a significant impact on how industrial is perceived in various markets. I would say that being in Texas and in Arizona, Colorado has been very good for us. That isn't to say that Minnesota is any different. Minnesota, we've had different types of positive impacts, particularly with a certain buyer taking down a lot of space and allowing market rents to be pushed up.
That's emboldened us not only to raise our own rents there and make our portfolio that much more profitable. Also, we've also continued, like Samir had mentioned, to exercise our development arm, so to speak, in that market. Yes, industrial or multifamily are very, very strong throughout the U.S., and yet the appetite is strong. We're seeing rent rates also matching what you're also probably hearing, the supply chain difficulties issues such as metal, in some cases timber for industrial, and also insulation. We're happy to see that the amount of activity both in sales but also in leasing are working well together. I can't really speak to overall any type of generalizations because for one generalization, there is an opposite one. We're nonetheless very excited that we're focusing our development activities right now in Texas and Arizona and Minnesota.
Okay. Thank you for that, Phil. I guess previously you guys have talked about, I cannot remember exactly, but I think you said you want to monetize or unlock the value in your industrial portfolio within a fairly rapid timeframe. Notwithstanding your comment, Samir, about having that flexibility to start executing on other elements of your plan, what would your update be in terms of the industrial portfolio? Should we still be expecting most of that to be disposed of within the next 6 -1 2 months?
No. Thanks for clarifying that part of your question, Mike. I don't anticipate that in the near term, we are going to be in any rush, having achieved the outcome that we did to the GTA industrial sale. Also we talked about nimbleness earlier, having also observed what, even in the last few months, post our March announcement, we have continued to witness, including what Phil just referenced. We're going to take our time going forward, now that we've got close to CAD 800 million of liquidity on our balance sheet. We're going to take our time and be opportunistic in terms of both deployment of capital, but also insofar as further significant dispositions. There are smaller dispositions of a strategic nature that are underway, and that will continue.
Insofar as the large-scale portfolio-based divestitures that we would be considering on a preemptive or proactive basis, that's not something we expect, certainly not for the balance of 2021.
Okay, thank you. Last one from me before I turn it back. I realize there's still a lot of uncertainty in the office world, but it would seem that the U.S. is ahead of Canada on the reopening front. I was wondering if any of the Artis team could compare and contrast what they're seeing with respect to office leasing activity in the U.S. portfolio and Canada.
Sure. I'll let Kim start with Canada, and then we'll invite Phil to talk about the U.S.
Great. Thanks, Samir. I would say, I would agree that the U.S. is ahead of Canada, but we're catching up. Our vaccination rates are higher, we're starting to see things open up. Obviously, Alberta has opened wide up. Manitoba has followed recently, on Saturday, I guess, were announcing that we're removing our mask mandate and even the return to the office. The government is actually recommending that businesses get people back in the office. That's great to see, and I think that'll boost activity. It is relatively slow. It's generally slow over the summer, but we're starting to see it pick up. I think as we head into the fall, so Artis particularly has a return to the office plan for September.
We're excited to get people back in the office in September and see activity pick up downtown and in the leasing market. I think as we move into the fall, we'll see that activity pick up. I'll turn it over to Phil to comment on what he's seeing in the U.S.
In the last, I would say, six to eight months, yes, there's been a lot more activity in office for us, leasing and also occupancy in our buildings. We're now at another strange moment with this next surge. There is a heightened caution in the last two weeks here in the U.S. overall. Again, how states handle it has been very different. For example, the difference between Minnesota and Texas is quite different. We are watching that. So far, we are still seeing that for our larger tenants, September 1 is still the goal to return to the office. We don't know currently whether or not this variant is going to delay that. We won't be surprised if it does. We're watching that closely.
Not to say that we have had some good leasing done in the office markets in Phoenix, and we're having good activity in Madison and Minneapolis as well. That does include, even in Minneapolis, near our CBD markets. I'm encouraged actually how busy this summer was, be it also industrial, but clearly also office. We've been watching very closely.
Mike, you're just on mute in case you have a follow-up.
No, that's it for me. My hand's lowered. Thank you.
Thanks. Thank you, Mike.
Okay. There are no further questions at this time. We'll conclude today's webcast. If you have any further questions after the call, please don't hesitate to reach out to me or Samir. Thank you all for joining us. We wish you a wonderful rest of your day.
Thank you.