Dream Impact Trust

Good afternoon, ladies and gentlemen. Welcome to the Dream Unlimited Corps' fourth quarter conference call for Wednesday, February 21st, 2024. During this call, management of Dream Unlimited Corps may make statements containing forward-looking information within the meaning of applicable securities legislation. 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 Dream Unlimited Corps' control that could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. Additional information about these assumptions and risks and uncertainties is contained in Dream Unlimited Corps' filings with securities regulators, including its latest annual information form and MDNA. These filings are also available on Dream Unlimited Corps' website at .dream.ca. Later in the presentation, we will have a question and answer session. To join the question queue, you may press star, then one on your telephone keypad. Your host for today will be Mr. Michael Cooper, CRO of Dream Unlimited Corps. Mr. Cooper, please go ahead.

Thank you and welcome everybody. Dream Unlimited put out a DRN numbers about half an hour ago and we wanted to use this time to guide you through what 2023 was like and the changes that we've been making to the company, which are really quite substantial. So I thought we'd start by having Deb Starkman walk through the results and then I'll talk about some of the strategic initiatives that we've been making. Deb.

Thanks, Michael, and good afternoon. I'll provide a brief overview of our results by operating segment for the quarter. In Q4, our recurring income segment generated revenue and net operating income at 58 million and 26 million respectively, which was up from 43 million and 14 million in 2022. For the 12 month period, segment revenue and NOI increased by 45 million and 21 million over last year. The increase was primarily driven by the growth in our asset management platform and completed buildings in our multifamily rental pipeline. Included in revenue for the year ended December 31st is 71 million related to our asset management and development contracts between industrial REIT, stream office REIT, stream residential REIT and our partnership, up from 48 million in 2022. We expect these revenues to continue to grow over time as we complete our development pipeline and activity and actively pursue new asset management opportunities. This quarter in our development segment, we generated revenue and net margin of 50 million and 3 million, down by 75 million and 30 million from the prior year due to the timing sales in Western Canada, which were primarily recognized in third quarter of this year compared to fourth quarter in 2022. As of today, we have commitments for an additional 336 lots and 195 acres through 2025, representing the highest level of pre-sales in our history. As disclosed in our supplemental information package, these committed sales represent 186 million in revenue, 148 million of which will be recognized this year. On a consolidated basis, we generated adjusted laws for foreign income taxes of 5 million for the quarter and earnings of 62 million for the year, down by 44 million from last year. The amounts are adjusted for equity account pick up for dream office rate and a one-time net gain on land settlement reported in 2022. The decrease from the 2022 adjusted earnings report tax was due to the fair value losses on investment properties, higher interest expense on variable debt and fewer lot in acre sales in Western Canada, which were partially offset by higher asset management income. Earnings from development can vary significantly quarter to quarter given seasonality and timing of occupancy. We maintain strong liquidity and manage risk for 325 million in liquidity at December 31st and a conservative leverage ratio of 37% on an adjusted standalone basis. We expect that with the sale of a basin, we'll add an additional 150 million in liquidity on closing. As of today, we hold interest in dream office rate, dream impact trust and dream residential rate at 32%, 36% and 12% in places of senior management holding. We remain committed to maintaining a conservative debt position and may use that for liquidity to purchase additional units through our NCID, return capital to shareholders and fund potential new investments. As we noted in our press release, we have increased our annual dividend from 50 cents per share to 60 cents per share affected with the dividend payable on March 28th this year. On a personal note, I'll be retiring for dream at the end of March. I'm extremely proud to have been part of dream during this period of incredible growth and will value the relationships I've built at the company. I also wanna thank Michael and the board for their strong leadership. I'll now turn the call back over to Michael.

Thank you, Deb. I hope I'll remember to make some comments thanking you for everything you've done in the three and a half years you've been here and if I don't, then I just said it. For Dream Unlimited, we really made some major changes in our business and the changes really are expanding our income properties dramatically, growing our asset management business dramatically and seeing improvements in Western Canada that we haven't seen literally since before 2014. So those three areas of business, there's by far the bulk of the value. But I first wanna talk about Dream Office and Dream Impact Trust, which last week had a rough week as we decided to suspend dividends at Dream Impact Trust and reduce the distributions of Dream Office by half. Dream Office first is in a sector that has had a hard time. There's been so many changes in the last five years with COVID and then post COVID with how people are using office space and all the changes in business. But I think our fundamental view is that there's gonna be very little supply in the future and we're just gonna start to see off-sleep buildings being turned into something else, whether that's lab space like 720 Bay or George Brown College buying an office building and using it for institutional use or for the conversion into apartments. So I think on the supply side, it's gonna be flattened down over the next five or six years. On the demand side, as leases roll over, people are settling in to determine the amount of space that they need. So it still may be a little bit weak over the next couple of years, but we do expect that as businesses continue to grow and we are seeing more people coming back to work, we'll start to see some demand increasing and our view of it is it doesn't take a lot of demand to move the needle when there's no new supply. And on that, on September 6th, when we did our investor day, we had said that we thought for the next three years the condition would remain the same and then in the last 24 months of our forecast, our five-year forecast, we'd expect to hit maybe 93% occupancy, which is halfway between the occupancy we had and what we used to have pre-COVID. And we really estimated that we'd have tenant inducements halfway between what they did now at the worst time and what they were at the best time. And with just half the, if inducements increase halfway to where they are at the worst time and occupancy goes to 93%, our view is the underlying value of the office rent goes to about $25. That's basically the way we view the business. We think we're making progress, but in the meantime, it uses a lot of cash and wants to reserve cash and make sure the company is as healthy as possible. On the liquidity front in Dream Office, we have some development assets we've been looking at potentially selling or developing and we've got a couple of income properties we've been looking to sell, but we have quite a bit of liquidity now and we just wanna make sure that we don't overburden the business with distributions that aren't sustainable. On Impact Trust, it's quite a different business because we have incredible assets there, both apartments and developments. The apartments are doing quite well. The existing apartments, whether they're brand new buildings or the value add buildings, but we've got a fair amount of land that's taken longer to turn into developments. So we have both a cash drain holding land and it's taken us longer to get to the income. However, we have plans to move about half of that land into production or sell it, which would reduce our land loan by half. And we also are looking at starting some new apartments that I'll get into in a minute. So I think Impact Trust and Office are in very different situations, but in both cases, we thought it's very prudent to keep cash within the companies. Going back again to September 6th, we showed a value of about $58 a share of which the holdings in Dream Residential, Dream Impact Trust and Dream Office was just under $4. And even with the distribution cuts and everything else that's happened since, that's probably gone from $4 to $2. So that's on the financial side, what it means to Dream Unlimited, but our company is working very hard to make both Dream Impact and Dream Office great successes. That's all I'm gonna say about that. I have spoken frequently about increasing liquidity. And prior to 2019, we used to have 100 to $150 million of liquidity and felt that was pretty good. After 2019, we took it to 300 million. And I think we've decided that with continued increasing risk in the system, we'd like to have even more liquidity. And that really led us to sell, entered into an agreement to sell a basin, which I think we announced a couple of weeks ago. That transaction is subject to antitrust approval. And when that is completed, when we close, we'd expect to increase our liquidity by about $150 million Canadian after tax. And that will help us have more liquidity than before, but I think we may try to get even more liquidity for the balance of the year. We're looking at a couple of areas. So liquidity has been very important to us and we're making the progress on that. Western Canada is going much better than we had anticipated even three months ago. And in Calgary, we've had great presales at Alpine Park. We're very excited about that. And we now have the most presales we've ever had in our company's history. And it's even up about $40 million just from year end. We're completing apartment buildings and they are leasing up very well. Townhouses are just getting finished now. They're leasing up very well. Our first single family rental have leased up very well. Those are all in Saskatoon. And we have plans to continue to start new construction in each of those areas. More townhouses, more single family rental and another apartment building. We're very excited because we expect by year end to also start our first apartment building in Calgary at Alpine Park. And we're seeing a dramatic increase in income off our assets in Western Canada. And I think that's really gonna help because the land development business tends to be pretty lumpy. And as we add more and more income properties, which I think is likely to have increased NOI by let's say 3 million a year, that's gonna be a really steady influence on the results of the Western Canada. So we think we're gonna have higher quality earnings from there. Our asset management business, I think was up 40% in assets, 50% in revenue in 2023. It's tough fundraising. We've had a couple of big things happen, but we're working on a lot of things. They may happen in 2024. They may not happen at all. They may spread into 2025, but we do expect to continue to see some growth in our assets under management and growth in our profitability. And what's great about those is it requires very little capital and the return is really on our ideas rather than on the use of our capital. So that's very good. And then the third point is, in addition to the Western Canada, the development of land into income properties, Zippy's coming along. We finished Alto II, which is already 40% lease and we only started leasing December 15th. The Commons building, they're just getting occupancy as we speak and that's about another 240 units and we're just starting leasing on that. Maple, which is our 751 unit building in West Don lands. It's about, at least there's at about a similar level. And these are gonna turn into stabilized income properties all relatively soon. For 2024, we're just about finalizing our finance and the CMHC for the Lepret and Flats project, which is a huge accomplishment. In March or April, it looks very unlikely we're gonna be able to develop it with the market conditions, but with the help of the waiver of HST and sort of a moderating income interest rate, we're ready to go. That's important. We're starting other building in Zippy. I mentioned some buildings in Western Canada. So I think this year will be between 1200 and 1400 units that we start. For Dream Unlimited, their share will likely be in excess of $300 million of new apartments. We expect to continue to do some next year as well. And as these all finish, we're gonna continue to grow our income properties very rapidly. What I didn't say was that we were starting any apartment buildings in Toronto this year. We're working very hard to put the ingredients in place to be able to start in 2025. And that will move the needle even more on the income properties. So in 2023, we kind of took our hits. It was in my quote that, after 20 years of decreases in interest rates, we really got hit in 2023 with the long-term rates. We're starting to see cap rates change and office buildings were challenged. So I think we sort of dealt with this reversal of that change, even though we had interest rates that are higher than they were 20 years ago. And I think we've sort of dealt with it already. We're managing in the current environment just fine. And throughout the last 20 years, within our industry, there's always been this question of what happens when interest rates go back to normal. And I would say that I think our company and the industry in general has fared much better than anybody would have said over the last 20 years. So I think we're through a lot of that risk now. There's still a lot of risk in the system, but the risks that have been identified, I think we've moved through it a lot. I think it's likely that the short-term rates will come down. I'm not sure about long-term rates, but they're probably gonna be range-bound. And we can make this work. So we think that we took the hit we needed to take in 2023. We've got a lot of things shaping up. One thing I didn't mention was we've got together with some builders and in the first quarter, we sold in two parcels 80% of 130 acres to builders. We're still the developer and we've gotten attractive prices and we've moved the profits forward many years. So it's pretty sensational. This first quarter between some of the things we're doing is gonna be a great first quarter. And it looks like 2024 is gonna be a great year. So I look forward to keeping our investors up to speed on how we change the company. But for those who think the company is complicated, I would say something excessive 80% of the value of the business is our growing income properties, our recurring income from asset management and our developments in land and housing. So hopefully that will please our investors and we'll be able to report to the company the way that makes it easier to understand. But notwithstanding the pain in 2023, 2024 is looking great. I'd be happy to answer any questions if anybody has any.

We will now begin the question and answer session. To join the question queue, you may press star then one on your telephone keypad. You will hear a tone acknowledging your request. If you are using a speakerphone, please pick up your handset before pressing any keys. To withdraw your question, please press star then two. The first question comes from Mark Rostow with Canaccord Genuity. Please go ahead.

Thanks and good afternoon. Maybe I'll start by congratulating Deb and wish her well on her retirement.

Thanks very much.

Michael, in regards to the liquidity and definitely some larger asset sales that you're completing, interest rates have risen and the company seems to be in fine condition. You've increased liquidity quite a bit already. Should we view some of these processes, maybe capital that could be used if an interesting larger opportunity comes up or are you really focused and adamant on maintaining a much higher level liquidity than the company ever previously had?

I think that we're serious about wanting more liquidity. But I love the way you asked the question. And I think that as we do developments in this environment, we think it's good debt of actual liquidity because we're getting loans that are very low cost, high leverage, they go for a long time, but we're taking on the risk on the, delivering the construction on budget. So, I think that we can literally get positive leverage, putting the money in the bank compared to the loans that we have. So I think having the actual liquidity, there's a lot of flexibility. As far as opportunities, I think there are tons of opportunities coming and I think that Dream will use its capital sparingly, matched together with institutions to maybe do some big things. But I don't think Dream Unlimited has the capital or the desire to make big bets. So, if we're looking at putting 30 or $50 million into an idea with somebody else's, a couple of hundred million, we could do that, but we won't be spending two or $300 million on an idea

and

use up a lot of our

liquidity. Okay, great, and maybe one other one. It seems like you've done some more forward-looking deals as far as selling land in Western Canada. Historically, I don't think you've done much of that, maybe you have many years ago. Are you being more aggressive now in selling bigger pieces of land to increase liquidity or is it just that's where the demand is in the market? Maybe more information on what's going on in Calgary and then should we expect maybe more of that in 24 or 25?

Yeah, it's actually a conflict of change and I think what we're seeing is that our builder customers used to just look and say, can I get some lots for next year? And now what we're finding is they wanna block out land for the next 20 years. So I think it's much harder for the builders to get inventory. I know in the US, you've got land developers who sell to builders and there's almost unlimited supply of lots to builders, they can get as much as they need, but in Canada, it's becoming increasingly important for builders to lock up a supply. So yeah, it's great for liquidity, but in some ways what we're doing is we're sharing some of the profits, we're making sure that the builders have adequate runway for the building to have lots and it happens to be very good for our risk management and liquidity. But I would say that we could not do this, we could not introduce to the market that we wanna sell land to builders five years out. It's the other way around, that's what builders are looking for now when we're responding. As far as doing more of it, we may do some, we're looking at a few things and we're kind of 50-50, it depends on each piece of land, but we would do more, yes.

Okay, thank you very much.

Once again, if you have a question, please press star then one. The next question comes from Sam Gamiani with TD Cohen. Please go ahead.

Thank you, good afternoon and I'll echo your congratulations and well, good wishes on your retirement Deb, we're gonna miss you. Maybe a question for you, just on the dividend increase and continued share repurchases that we've seen, how is DREAM looking at its payout ratio and use of capital for returning to shareholders and sort of how are you measuring that and what's your goal?

Is that for exiting Deb or is that for me?

Hey, you guys decide.

Go ahead Deb.

I think we're managing our liquidity fine, I think we take a look and we feel comfortable and the board appraised the increase, so I don't think that, I think we're proven with, you know, the excess capital that we have and you know, we'll use it for share buybacks and potential, you know, distribution special dividends. Michael?

So the way I look at it is a number of different tests, I think if you look at what we think of the NAD, the dividend is just over 1%, I think that's a sustainable amount. If you look at the stock price, it's just over 2%, we think that's an amount that's reasonable for the shareholders on an ongoing basis, so we kind of look at those two things as far as the ability to pay it or the payout ratio. Well, 60 cents on 40 million is basically 24 million, we're expecting to have about $100 million of free cash flow, so it's about 25% and then on special dividends, what we sold, OVACO, we did special dividends to 25% of the proceeds, so the 25% number is something that we kind of use as a rough head, so those three things we look at as potentials for what's an appropriate payout.

Okay, that's helpful. That's pretty specific,

isn't it Sam?

No, that's helpful, it really is. And switching over to AUM, of course you had a huge, huge growth in fee income last year with the summit deal. What's the environment like today? What are you seeing in terms of fundraising or other ways to grow AUM going forward in the near to medium term?

I think the industry has been generally very difficult to raise new money, and I think that was 23 very difficult, I think 2024 is likely to be very difficult, but we are starting to see, like with the Tricon deal, you saw Blackstone, I don't know when the last time they did a deal of that scale was, when you saw TPG by Industrial, so I think we're starting to see the private equity funds that raise a lot of money starting to spend it. We're seeing some of the sovereign wealth funds like the Japanese sovereign wealth funds that bought into bond mills, so I think we're starting to see some people separating money to invest in Canada, and I'd say that for us, we think it's more likely that we'll be able to enter into some joint ventures of scale than it would be, let's say, to raise money for an open-ended fund, so I think there's lots of opportunities starting. So in the last question, the idea was, well, would we spend a lot of money? I think that there's lots of opportunities with a good idea to raise money for a specific use, and I think that's how we're likely gonna grow our assets under management for the next while.

And are you ruling out a special dividend from a basin proceeds or are reserving your sort of decision on that for now?

I think we want to, we've got some other things. I think we're gonna look at how much equity we get to, and we would look at doing a special dividend to give something back to the shareholders, and I think it's in the materials we said that's part of it, that's a use that we would look at.

Yeah, okay, that's great. That's it for me, thank you.

Thank you.

Once again, if you have a question, please press star, then one. Is there are no more questions on the phone line? This concludes the question and answer session. I would now like to turn the conference back over to Mr. Cooper for any closing remarks. Please go ahead.

Thank you, and for the listeners, please feel free to reach out to Deb or me to ask any further questions. I also want to thank people who are following the company and appreciate the time you put into it. And finally, I would like to thank Deb, who joined us in the fall three and a half years ago, and she came here to help us and I think that the idea was it would be for about three or so years, she's done that, it's been great to have her here, and now she is stepping down. So it's been a big help, and she brought a lot of atmosphere to our company, and we're gonna miss that. And we wish Deb every bit of success in the next portions of her life. Deb, thank you, and good night.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant day.