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Dream Office REIT (D.UN) held its fourth-quarter earnings call on February 15, 2024, presenting a mix of steady business performance and strategic adjustments in response to ongoing challenges in the office sector. The company reported a slight increase in occupancy rates and the achievement of internal budgets, cash flows, and debt refinancing goals for the quarter. Despite these positive results, Dream Office REIT announced a reduction in distributions to retain an additional $18 million annually, aiming to bolster cash reserves and flexibility amid market uncertainties. The company has completed significant leasing deals and remains cautiously optimistic about the future, with a focus on liquidity and a proactive approach to debt management.

Key Takeaways

• Dream Office REIT achieved internal financial targets and saw a slight increase in occupancy rates.
• To maintain financial flexibility, the company will reduce distributions, retaining $18 million more per year.
• Occupancy levels are expected to hold steady for the next three years, with potential improvement in the fourth and fifth years.
• Approximately 800,000 square feet of leasing deals were completed in 2023, and 299,000 square feet are already committed for 2024.
• The company has made progress in its ESG and sustainability strategy, receiving high ratings and recognition.
• Dream Office REIT announced a two-for-one unit consolidation and aims to reduce leverage and de-risk the business.

Company Outlook

• Dream Office REIT expects current and committed occupancy to reach mid to high 80s for 2024.
• The company has a pipeline of 55 deals totaling over 400,000 square feet, with less than 1% sublet space available.
• Downtown Toronto in-place occupancy rate improved year-over-year from 82.7% to 85.4%.

Bearish Highlights

• The office sector faces challenges and uncertainty in how office space will be utilized moving forward.
• Two leasing deals with schools were canceled due to changes in government rules for students coming to Canada.

Bullish Highlights

• The company signed over 781,000 square feet of leases in downtown Toronto, representing 25% of their portfolio.
• Notable deals secured with tenants such as DBRS Morningstar, BFL Insurance, and Paramount Films.
• High demand for housing in Toronto presents potential opportunities for office space conversion to residential projects.

Misses

• The company experienced the loss of tenants due to new government rules and is looking to replace them.
• There are challenges in obtaining housing starts in Toronto, which affects the ability to convert office spaces to residential use.

Q&A highlights

• Dream Office REIT targets long-term mortgages with rates 200-250 basis points above the Government of Canada bond yield.
• The company plans to reduce leverage and improve liquidity by exploring options such as refinancing debt and selling assets.
• Concerns about equity price and the impact of unit consolidation and distribution cuts on the unit price were addressed.

Dream Office REIT remains committed to its leasing strategy and is exploring various avenues to ensure liquidity and stability. The company’s proactive measures, including asset sales and focus on government and tech tenants, are aimed at navigating through the uncertain environment while continuing to pursue its business plans.

InvestingPro Insights

Dream Office REIT (D.UN) has navigated a challenging office sector landscape, making strategic adjustments to ensure financial stability and future growth. As investors digest the latest earnings report and the company’s outlook, here are some key insights from InvestingPro that could provide a deeper understanding of Dream Office REIT’s current market position:

• The company’s stock appears to be in oversold territory according to the Relative Strength Index (RSI), which might signal a potential rebound or at least a pause in the recent price decline.

• With a Price / Book multiple of 0.29 as of the last twelve months ending Q4 2023, Dream Office REIT is trading at a low valuation compared to its book value, which may attract value investors looking for underappreciated assets.

• Despite the company’s proactive measures, analysts anticipate a sales decline in the current year, reflecting the broader challenges in the office real estate sector.

InvestingPro Data metrics show that Dream Office REIT has a market capitalization of $223.36M USD. The company has experienced a significant price total return decline over the last month, with a -21.4% change, which aligns with the broader market sentiment and the specific challenges mentioned during the earnings call. Nevertheless, Dream Office REIT’s significant dividend yield of 11.29% as of the most recent data point could be a compelling factor for income-focused investors.

For those looking for more detailed analysis and additional insights, there are 11 more InvestingPro Tips available for Dream Office REIT at https://www.investing.com/pro/DRETF. Remember to use the coupon code PRONEWS24 to get an additional 10% off a yearly or biyearly Pro and Pro+ subscription, providing access to exclusive metrics and professional investment tools.

Full transcript – Dundee Real Est Tr (DRETF (OTC:)) Q4 2023:

Operator: Good afternoon, ladies and gentlemen. Welcome to the Dream Office REIT Q4 2023 Conference Call for Thursday, February 15, 2024. During this call, management of Dream Office REIT 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 range of risks and uncertainties, many of which are beyond Dream Office REIT’s 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 Office REIT’s filings and securities regulators, including its latest annual information form and MD&A. These filings are also available on Dream Office REIT’s website at www.dreamofficereit.ca. Later in the presentation, we will have a question-and-answer session. [Operator Instructions]. Your host for today will be Mr. Michael Cooper, Chair and CEO of Dream Office REIT. Mr. Cooper, please go ahead.

Michael Cooper: Thank you, operator, and good evening everybody. Today I’m here with Gordon Wadley, our Chief Operating Officer, and Jay Jiang, our CFO. I’m going to say a couple of words about our update tonight. I’m going to turn it over to Gordon and then Jay, and then we’d be happy to answer your questions. I want to start by saying that business continues to go as we’ve expected for the business plan for 2023. There’s been a slight increase in occupancy pretty much every quarter, but barely, like a slight increase. We’ve been achieving our internal budgets and our cash flows, and we’ve achieved our debt refinancing as planned, so that’s all good. Over the last four years, it’s been very tough in the office sector. About four years ago, I said – like next month, its four years since everything shut down because of COVID. And at the time, there was an immediate halt to use of office space. It’s probably been two years since public health has been an issue for the use of office space, but it’s been a slow recovery since then. I think we’re seeing improvements in the number of people coming downtown, but there’s still a tremendous amount of flux in how people are using office space. Businesses are making slow decisions. And aside from a very uncertain geopolitical environment, a Canadian economic environment, specifically in the office sector we’re seeing a very uncertain environment. So together with our board, we decided that given the environment that we’re in, retaining cash is valuable. And we decided to effectively reduce the distribution and retain about another $18 million a year, just to give us more shock absorbers with an uncertain environment. Now, in September 6 we had an Investors Day, and we did say that the way we look at the Office REIT is, for three years we think occupancy will be about the same and leasing costs will be about the same. And then in the fourth and fifth year, we get slightly better. We might end up at the end of five years, which would be the end of 2028 to have occupancy of around 93%, better than it is now, but not as good as pre-COVID and leasing costs being about the middle between what they were before. And then we’d end up with a pretty good value. So in the last six months, we haven’t seen improvements, but even still, we sort of think that with all the news and all the frustration around office, it’s better to keep cash. So it’s not that things have changed. We just think that the board has a responsibility to prudently look at what the best use of capital is. In this case, maintaining capital to have more flexibility in such an uncertain environment is a good idea. Regardless of the distribution policy, the intrinsic value of the company doesn’t change. So our view of it is it’s not — it doesn’t go to the value of the company, and in fact the company is stronger, retaining more cash. And we’re focused on how do we maintain the value and increase the value of the company over the longer term. So we think this is a good long term decision, and we’d like to see some more improvements in the environment. See some of that progress to what we talked about on September 6 with increasing occupancy and reducing leasing costs. And we’ll be watching that, and as we feel like there’s less uncertainty and we’re making progress, we’ll continue to look at the dividend policy and hopefully we’ll see an opportunity to raise the distribution as we’re more certain about the conditions. So, I think that that’s where we’re at. We’re going to answer questions. Gord, do you want to give us an update on what the operations are like?

Gordon Wadley: Yeah, no problem. Thanks, Michael. And hope everybody on the line is doing well. It’s good to speak to everyone today. I’d start by saying none of us are immune to the headlines and nothing’s been more polarizing than the impact of value and negative sentiment around non-core markets, specifically the Class B and Class C Office market. However, one thing’s undisputable, and that’s that Toronto downtown is regarded as the best office market in Canada for occupancy and rents, due to a very talented workforce, a vibrant urban lifestyle with some of the best retailers nationally, making it an attractive destination for businesses seeking a prime location and competitive rates by any global standard. We own and manage nearly 85% of our assets from a value perspective in central and irreplaceable locations in downtown Toronto. As such, 2023 was our most active year of leasing for Toronto, with both direct and sublet space being absorbed market wide. I’m pleased to say that we did approximately 800,000 square feet of deals in 2023. This compares to 659,000 square feet completed in 2022. But of equal importance that I want to highlight is, rents held up very well across the board. Net rents have continued to be strong at around $30 to $35 and in line with our business plan. This resulted in the spread of about 20% against expiring rents. However, as discussed in our last conference call, higher material and labor costs combined with higher commissions have continued to compress NERs and we’re averaging about $17 to $18 dollars a square foot. Ultimately, we completed approximately just over 100 deals this year, which half were renewals and half new deals across the portfolio. For some additional context, we did one transaction over 190,000 feet and we did six deals over 25,000 square feet. These key indicators support our optimism that deals of scale are getting done, and more importantly, companies are making major commitments to their office accommodations, coupled with the reality that our rates have been very resilient to our guidance. It’s a real testament to the quality and location of the buildings we own, the efforts of our operating team and ultimately staying true to our asset and capital strategy, which I’ll touch on a bit shortly. Despite having a strong year of leasing in 2023, we’re being very cautiously optimistic for 2024 with 299,000 square feet already committed versus the 590,000 square feet approximate square footage expiring. Of the 590,000 square feet expiring, only one asset makes up 200,000 square feet and that’s 74 Victoria. The team is actively working on over 150,000 square feet of active prospects with varying stages of negotiation in the core and will report more on these in coming quarters. We feel we’re very well positioned to meet our guidance and hope to see additional improvements as the year goes on. As a management team, we’re focused on liquidity, given that the cost to improve suites has dramatically grown over the last four years. Gone are the days when you could do carpet and paint and ceiling tiles. Tenants are dramatically more sophisticated in expectations for a suite. CEOs have now been replaced on tours by HR and facility managers. Front and center is HVAC quality circulation, tech hubs and smart building software. All of these cost drivers have seen market NERs be compressed on average by about 20%. This coinciding with material and soft cost increases, as well as some supply chain and procurement challenges to deliver. I am very proud of our team to-date, as to help mitigate costs we often self-perform the work and has consistently delivered on time and on budget. This reputation has been a real catalyst in helping us win deals and outperform the market. Covenant is key. Much like our management team, vendors are very actively reviewing their office loan exposure and they are becoming much more selective based on properties, location and quality, in addition to the covenant of the borrowers. They are evaluating tenant profiles and leases carefully and loan sizes are getting upsized more conservatively. Getting back to my previous point on NER compression, tenants too are much more sophisticated in their demands and are acutely aware of their own balance sheet and liquidity position. Hence, many are trying to push traditional costs to the landlords on transactions to induce their tenancy and this is having a real impact in a high interest environment. Jay can touch on this a little bit more, but in light of these challenges, we’ve proactively addressed most of our near-term debt maturities, and put hedges in place to reduce our floating interest rate exposure. Our downtown Toronto committed occupancy continues to be very resilient and our pipeline remains strong, which will continue to support healthy cash flows at our buildings. Covenant wise, we have large commitments with the federal, provincial and municipal tenants. We continue to work hard, improve and leverage our strong lender relationships. To ensure that the balance sheet is well protected through what we believe will be a tough trough in the office lending market. Being honest, I think our reputation, ability to manage, coupled with our well-located assets has helped us secure some of the best covenant tenants for arguably some of the biggest deals in a very competitive sub-market. We’re very pleased to announce this quarter that we’ve been able to secure DBRS Morningstar for a very large renewal and expansion at Adelaide Place, as well as deals with BFL Insurance and Paramount Films’ new office at 36 Toronto. This is on top of doing ICICI Bank new headquarters at 366 Bay and doing Citco Bank’s new national head office at 20 Toronto. All on top of securing IO for their largest renewal of the year at 438 University. With our Bay Street collection now finished, the optimism on our offering is further supported by the 40 deals that we did in that specific project in 2023, with strong rents averaging over $38 a square foot on average. Keep in mind that we’re replacing rents in the low 20s and high teens on new space. This is a new class of boutique trophy assets that don’t compete with large towers. They are low rise, they are walkable, they are both small, private floor plates, all new base building systems, and they have a level of luxury finish that’s very unique to our market. In addition to the Bay Street collection, in our current pipeline, all across the country we’re actively negotiating and trading paper on about 55 deals, totaling just over 400,000 square feet. This is both in Toronto and other markets. There’s a lot of press and focus around shadow vacancy in the state of the sublease market in Toronto and Canada as a whole. This has not been an issue or something we’re seeing in the REIT. Currently our portfolio is only about 35,000 square feet of sublet space available, and this total is less than 1% of our portfolio nationally. Average walks in our portfolio continue to outperform the market at just over 5.5 years. Our office utilization rates in Toronto downtown continue to improve gradually each quarter. Year-over-year, our downtown Toronto in-place occupancy rate improved from 82.7% to 85.4%. And in-place and committed occupancy improved from 87.7% to 89%. This compares very favorably to downtown Toronto market stats, recently published by CBRE Research, where occupancy declined from 84.7% to just over 82% year-over-year in 2023. Since Q3, our occupancy in downtown Toronto increased 40 basis points from 88.6% to 89% committed. Our retention ratio this past quarter has been quite strong at over 85.7%. Average expiring rates in Q4 was about $24.48, and the new renewal and retention rate was just over $31. This represents a gain of about 30% in rents. Our in-place and committed rents increased from $29.26 in December 2022 to $29.99 in September 2023 to $31.23 this quarter. We signed leases totaling over 781,000 square feet in downtown Toronto alone. This is 25% of our entire portfolio. At a weighted average initial rent of $30.47 per square foot, or said differently, 13.7% higher than the weighted average prior for all net rents in the same space. For 2024, we’re tracking toward being approximately mid to high 80s in current and committed occupancy, with mid 80s being a conservative number due to the following criteria. For additional context, we only have just over 300,000 square feet of expiries to lease by the end of the year, but the bulk of that number is attributed to one single tenant at 74 Victoria Street. They expire in November, and they make up almost 200,000 square feet. Our team is working through various options, including extensions, attracting other tenants, and looking at reconversions. Even if we retain a portion, lease some to a third party, or extend it, the result will be upside to the mid 80s guidance we provided. So we’re being very proactive and cautiously optimistic. In addition to our leasing and operating metrics, we made tremendous strides in the back half of 2023 pertaining to our ESG, operating and sustainability strategy. We mentioned on our last call that we’re working hard to secure a viable GRESB rating. We’re pleased to report last quarter we had among the highest in Canada at about 87. We also had the country’s top sustainalytics score and are still among the top 10% in this ranking globally. In addition, we were again recognized as a green lease leader platinum. We spent the better part of the past two years taking our well-located assets in downtown Toronto and transforming them into a new standard of boutique trophy assets. And this commitment to decarbonize takes our offering even further, to ensure we will exceed the highest standards of environmental stewardship and responsible operating standards our clients and stakeholders have come to expect and covet. As we move forward, our team is very committed to our goals in operating and income. We’re very passionate about the impacts we’re making to our tenants, the community, and the environment. Now, for the coming years, it’s incumbent on our team to capitalize on these initiatives and continue to position ourselves as a landlord that really does build better communities to work in, while driving occupancy, driving rental growth, and adding value to our portfolio. Just in closing, I couldn’t be more pleased with how the whole team’s navigated through some of the challenges that Michael touched on earlier. Their efforts and dedication to not only our company, but to our clients is what I’m most proud of. At the end of the day, it’s a combination of having irreplaceable assets coupled with a quality, high-character team of people we have operating and leasing those buildings, that give me the greatest confidence going forward into 2024 and beyond. As always, if any time or anyone would like to tour or see first-hand all the great work we’ve done, please reach out. We’re always really proud to showcase it. Thanks everybody, and I’ll turn it over to my friend, Jay.

Jay Jiang: Thank you, Gord. I will start off with an overview of our financial results and then provide some guidance on how we are internally forecasting and thinking about our business for 2024. We reported diluted funds from operations of $0.38 per unit, up 2% from $0.37 per unit in the fourth quarter of 2022. We had approximately $0.02 per unit of lease termination and other non-recurring income in both comparative periods. So on a recurring basis, we are about $0.01 higher. Total comparative property NOI was flat compared to the same quarter last year. In downtown Toronto, 1.5% higher rent and 1.3% higher occupancies were offset by lower operating recoveries due to our decision to limit amortization of value-add capital into additional rents for certain buildings. In other markets, CP NOI was also flat as higher rent steps and parking income was offset by lower occupancies in Regina and Saskatoon. Our net asset value per unit was $33.15, down $1.27 or 3.7% from Q3 NAV of $34.42. The decrease consists of $29 million attributed to fair value adjustments on investment properties as a result of increases in weighted average cap rates of our portfolio to 5.75%. As part of our valuation process, we obtained external appraisals on $647 million of properties this quarter or 28% of the portfolio, and we recorded a loss of $8.1 million. Our lenders also appraised $755 million of properties over the course of the year for purposes of financing, which generally came in at or higher than carrying values. The other reduction in NAV this quarter was attributed to $14 million loss on mark-to-market of our swap contracts to fix approximately $365 million of debt from floating to fixed between 2022 to 2023. These positions are valued by independent valuators, so while the negative mark reflects their opinion and future decreases in interest rates, we feel it is better to pay 5.4% fix for a remaining weighted average term of approximately four years versus our current floating rate of over 7%. These swaps save us approximately $6 million of interest expense or about $0.16 on an annual basis. Since 2021, through these swaps, we have reduced our exposure to variable debt from 24.1% to 6.7%. So even though we incurred a loss on the swaps in the quarter, the swaps remain in the money, the swaps carry a positive value on our books and continue to generate interest savings. Office remains a complicated sector to model and forecast. We think over time our view is that more people will return to work, interest rates will normalize a bit over the next two years, and improvements will gradually happen in occupancy and rental rates as the sector finds its equilibrium. We think it is still difficult to predict occupancy and NOI for 2024, but we have shared the key assumptions we use in our model. Gord has already covered leasing and occupancy forecasts in his prepared remarks. We think we will deliver flat to low single-digit CP NOI in 2024. In addition, 366 Bay will be online by Q4 of this year, and it is estimated to contribute $1.5 million of total annualized NOI by 2025. We are modeling approximately $11 million of G&A this year, which is relatively in line with $10.7 million reported for 2023. For our investment in Dream Industrial REIT units, we are using the FFO per unit guidance of mid-single-digit growth that the DIR management team provided on their conference call. Our Q4 annualized interest expense was approximately $63.5 million. We do not forecast any increases or decreases in rate movement in 2024, but should rates decline, each 50 basis points of decrease in the rates would have $450,000 or approximately $0.012 [ph] of annualized improvement to our FFO. Without assuming any investment transaction activities, our model would produce between $1.40 to $1.45 of FFO per unit in 2024 on a recurring basis and prior to unit consolidation. Our current leverage is 50% and debt-to- EBITDA is about 11.5x. We would like to reduce our leverage and continue to de-risk our business in 2024. We announced a two for one consolidation of units, while maintaining our distribution at $1 or effectively reducing our distribution by 50%. This preserves approximately $19 million of cash a year to reduce debt and fund leasing costs. Given market conditions and a negative sentiment for office, our board believes retaining more cash while continuing to pay out a reasonable yield on our stock price is a prudent distribution policy. We will look to sell assets opportunistically at the right price if the net proceeds can make the business more valuable and deliver higher risk-adjusted returns in the long term. It is tough to give disposition guidance today, as you are looking at both income properties and development sites for sale. Generally speaking, for every $50 million of assets we sell, proceeds will be used to pay down debt and we expect leverage to decline up to 100 basis points and debt-to- EBITDA by 0.1x. We have various options, so in making our disposition decisions, we will consider the cash flow, income, and future value of the assets we sell versus the proceeds and how that will make the business safer. We will provide more updates on our progress over the course of the year. I will now turn the call back to Michael.

Michael Cooper: Thanks, Jay. So I hope that what you hear is that our business is generally going according to the plan that we discussed on September 6, and our results are more or less as we expected, but there’s an increased uncertainty for office sectors specifically and generally in the economy. So we’ve decided to reduce our payout by half. We’re going to consolidate our stock, so we’ll go from about 38 million shares to 19 million shares, but we’ll still pay $1 a share on the 19 million shares. The 19 million dollars that we retain, that’s going to be helpful. We can lease an extra 200,000 square feet to new tenants with that money or otherwise find excellent uses for the capital. It would be great to answer any questions at this point.

Operator: We will now begin the question-and-answer session. [Operator Instructions]. The first question comes from Lorne Kalmar with Desjardins. Please go ahead.

Lorne Kalmar: Thanks. Good evening, everyone.

Michael Cooper: Good evening.

Lorne Kalmar: Just quickly, can you just remind me of the rationale behind the unit consolidation?

Michael Cooper: We just thought it trades at a better range. We are up at $15 to $30 or something like that. That’s a little bit better where we are now. We’ve done this in a number of other companies. Dream Unlimited consolidated. It went really well since. I don’t think we’ve been at the same prices we were before. Impact has traded down, but we think office will trade well in terms of having a price that’s not in single digits.

Lorne Kalmar: Okay and then you guys talked a little bit about disposition, I believe you’ve just got 212 King or heard about that aggregation of assets there. And then I believe you also listed 438 University. I was just wondering if you guys could give us a little insight on how the sale process is going, buyer profiles and then maybe expectations.

Michael Cooper: Okay, I’ll give you some more in general. In Impact Trust, we also have 10 Lower Spadina and 349 Ontario. 349 Carlaw that we’re selling, marketing. A couple of things are interesting. Number one, we’ve had a tremendous number of confidentiality agreements signed for both 10 Lower Spadina, as well as 438 University. I would say it’s significantly more than would have been signed last year and I think that our intermediaries are very pleased with that. When you look at the makeup of the buyers, they are almost all for the buyer’s own account and high net worth individuals. So we haven’t gone through getting bids yet on either of them. So that’s something that’s going to happen over the next six weeks. We don’t have specific information, but it’s interesting how many good quality buyers are looking at those two assets. At 212 King, that’s a development asset, not an income property. We have a partner there and the site’s quite complicated. We’ve got interest that, is quite reasonable. But execution of a development site usually comes with a lot of different conditions about the zoning and how somebody wants to maybe change what the zoning is and work with our partners. So we’re making progress on that one, but it’s going to take another couple of quarters before that’s finalized, if everything works out. But we will have more information, I think on 438 University and 10 Lower Spadina sooner. But they look quite good.

Lorne Kalmar: Okay. Thank you for that, color. And then maybe just quickly for Gord, you guys are obviously outperforming the market in terms of leasing. What types of tenants are you seeing the demand from?

Gordon Wadley: Yeah, great question, Lorne. So we’re talking about this today. The provincial government is out in the street for about 1 million square feet right now, actively touring with a number of our clients. So we’re seeing a lot of government, some crown corps. Coming off the New Year, we’ve been seeing a lot of tech firms as well, too. We’re starting to hear on tours that some tech firms are starting to get some more funding, which bodes well for going into 2024. But the bulk of the tours have been tech, professional services, and a big driver on provincial government and municipal government.

Lorne Kalmar: Okay. Thank you very much. I will turn it back.

Operator: The next question comes from Mario Saric with Scotiabank. Please go ahead.

Mario Saric: Good evening, and thanks for taking the questions. I just wanted to talk about in the press release, I think there was a note, really focused on your 2024 focus. I think it was noted as leasing, reducing risk, preserving liquidity, and exploring delivering long-term value to young holders in a very challenging office market. So it looks like the focus is on distribution reduction and goes to addressing liquidity. I think Gord talked about the leasing momentum and the target occupancy levels in ‘24, and Jay is working on some near-term debt refinancing on the balance sheet side, and you’re looking to sell some assets as well. So to the extent possible outside of those items, can you talk about options that may exist to explore that long-term value embedded in your $33 NAV today upside of those things?

A – Michael Cooper: I mean, I think any options you can think about are on the table. So we’re pretty open-minded. It’s a challenging time. Dreamland Limited has a big stake in office and would like to retain it. And I would just say that we’re looking at all of our assets and saying what’s the long-term value, how much liquidity should we get, how to make the company safer and continue to have increasing upside. So we’re doing it asset-by-asset and seeing where the value is. But I think we’re feeling pretty good about the company, but there’s a lot of risk. So I would say that there’s a house view that I’ve consistently espoused that liquidity is important. It’s a risky environment, and throughout all of our businesses we’ve been looking for more liquidity. I don’t know if listeners were aware, but last Monday we announced that Dreamland Limited has entered into agreements to sell the Arapahoe Basin, that’s creating a tremendous amount of liquidity. And throughout the business we’re just saying, ‘hey, there’s a lot of uncertainty at every level, and liquidity is primary.’ And I think with office it’s obviously different than apartments or industrial, so we feel it’s a little bit more significant to look at different ways to raise capital and make the company safer. But it’s not a specific thing. It’s just a very unusual environment.

Mario Saric: Sticking to liquidity, I think the quoted $187 million has about $100 million that’s related to the CIB facility that is focused on retrofits. So if we kind of strip out that $100 million, give or take, you are looking at, call it $90 million or so. Given the risk out there in the market, where would you like to see that liquidity go in ‘24?

Jay Jiang: Good question, Mario. We’re saying the higher the better, obviously, and we’re doing lots of things to try to explore ways of increasing that number. We’re very focused on refinancing, and we’ve made good progress this year. We only have $73 million of mortgages, which we’re in advanced stages on. We’ve listed a couple of potential assets that are already in the market, so we’ll look at those. And as Michael said, we value liquidity quite a bit. It feels a lot better to have that, the cash and the liquidity and the balance sheet, and that will provide more opportunities in the future. And if things do get better sooner, our business is well positioned.

Michael Cooper: And I would say specifically, because I know you like specific answers, the $19 million savings this year is good. The $90 million of liquidity on the books is good. And I think if we had another $50 million or $60 million of liquidity, that would be a pretty good position to be in. Like I don’t think its $200 million, I think another $50 million or $60 million would be good.

Mario Saric: Thank you for the specific response Michael, I do appreciate that. Just sticking to that theme, can you give us an update in terms of what’s happening at Eglinton and Birchmount? I’m not sure what you call it now. I can’t remember, but… [Multiple Speakers]

Michael Cooper: I don’t know. We change names all the time. What I would say about Eglinton and Birchmount is really after post this conversation, because we’re dealing with the city. Historically, getting zoning has been controversial, and getting site plans approved hasn’t been that difficult. But we got the zoning we wanted. It was a difficult process with a bunch of other landlords including RioCan and Choice, and we all got our zoning. But now on the site plan, it’s been tremendously difficult. We hope to get closer to being in a position on the plan of subdivision and access and other points that go all the way from Victoria Park to Birchmount. But it’s holding everybody up, so everything is just delayed. So I would say, in the last 90 days, we are exactly the same amount of time away from having it ready to go. And hopefully over the next 90 days with the city, we’ll be able to get closer to having it ready to go, but it’s incredibly frustrating.

Mario Saric: I appreciate that, okay. Just my last question then on liquidity, one item. The question is, with the distribution reduction implemented, does that change at all your view on your existing ownership unit of Dream Industrial Units in terms of the strategy or anything along those lines?

A – Michael Cooper: Well, I think we’d like to keep the industrial units and we’d like to get liquidity effectively out of what we already own, because the industrial units are an excellent investment. So, I think like for us, we look at it and say, ‘oh well, we raised $50 million and the industrial units are on the line. That would be $100 million that we can keep of the industrial units for eternity.’ So I think that’s a big part of why it would be great to have liquidity from office buildings or from some of the development lands and we’ll keep the industrial units.

Mario Saric: Okay. That’s it from me. Thank you for the responses.

Operator: The next question comes from Pammi Bir with RBC Capital Markets. Please go ahead. Thanks, everyone.

Pammi Bir: Thanks a lot everyone. Just on the mortgage refi’s that you are working on, what sort of rates in terms are you seeing? And I’m curious as well, what the loan to value ratios on those is, including the 2025 maturities?

A – Michael Cooper: Sure. It depends on the type of mortgage. Generally, we’re trying to get long term and the conversations we’ve been having with the Life Codes and the Schedule 1 banks, typically five, seven, ten years, and on the spread we’re looking at our GOC 200 to 250. In 2024, actually 212 King is the mortgage that has been amortized for nine years. So it’s got a pretty small balance. And given that we’re currently in the process, we might just extend it on a variable. But generally, we’re looking at all in about just over 6%.

Pammi Bir: Okay. Sorry, was that 212 King, was that one of the 2025s or…?

A – Michael Cooper: The 212 King, 6th Alley and Small Building in Calgary is 2024. 2025, we’re looking at Ally Place.

Pammi Bir: And that’s the big one for next year then?

A – Michael Cooper: That’s right.

Pammi Bir: Okay. And then just, with respect to the distribution cut, how did you decide on the 50% more or less or why not more, I guess? And then just how much cushion does that provide, relative to your internal AFFO forecasts?

Michael Cooper: I’ll answer the first one and Jay can answer the second one. I would love to tell you that we have a machine that tells us exactly what the right cut is. But through the conversation, I think the view is that the business is in good shape and that we should be able to have a decent distribution. 11% yield, kind of reflects that people know that it’s a high level of distributions for what we’re producing. And I think that based on the internal work we’ve had and discussions with the Board, the view of the – the 50% payout from where we were, provides shareholders with a decent return and the company with decent liquidity. So I think it’s a qualitative, not a quantitative thing within that range.

Jay Jiang: Yeah Pammi, with regards to your question on AFFO, so we only disclose AFFO, and the reason for that is we have 28 buildings. They are all quite unique. And when you have 180 buildings, it’s easier to try to apply a reserve. And we put a lot of capital in over the years. For example, on Bay Street, we put $50 million to really enhance the tenant experience. I will say that how we look at it, if you and I’m referring to the MD&A disclosures. When you look at the AFFO and the guidance between $1.40 to $1.45, and then you can think about it in a couple of different components, all of which is disclosed. One is, how much does it cost to maintain capital reserves in the building, and we’re quite focused on only spending money where we can get a return. So the way we think about it generally, like safety is about $1 of square foot. And with the leasing, that’s where we want to really invest the capital to build a building, to have tenants in there. On a quarterly basis and on annual basis, you are looking at about $6 to $8 per square foot per year, that’s what’s been happening. We’re prepared to go more for strategic deals for example in Adelaide Place, for DBRS, DSL, especially if the tenants are willing to invest in that space as well, because it preserves the value and the lending value of the building. So as Michael referenced before, $19 million, it could be 200,000 square feet or more, and we think that delivers a lot of good value and return and safety to the REIT. But of course at the same time, what we’re doing is approaching tenants to see if they are willing to accept free rent periods instead of capital, and we are working on pretty creative solutions to both, maintain liquidity and fill our building. One example is 366 Bay where we worked with the tenant to actually get a credit facility to help with the fixturing and finishing. And so we have a completed development that’s fully leased, has a great lending value, and it’s funded by the facility.

Pammi Bir: Got it. That’s helpful, Jay. Maybe just coming back to your comments on asset sales and leverage, where do you want to get it to and over what timeframe are you thinking?

Jay Jiang: Yeah. So we’d like to get it below 50%, that’s for sure. And ideally the 11.5 should go down as well. Now we’re guiding to low to single-digit CP NOI, which will help with the equation as well. But it also depends on the building we sell. So if we sell the development site, typically that would have lower yield. It doesn’t cost us a lot on the NOI and cash front, and it would give us good liquidity as well and reduce debt. And on the buildings, we’ll look at them one by one.

Michael Cooper: Yeah, I want to say when you ask that question, everything’s moving. We’re going to start to see more office buildings trade. That’ll start to show maybe a little bit more certainty in what values are. So we ask about what percentage. We’ll see how it goes over time. I was just saying if we raise an extra $50 million this year, we would have a lot of flexibility to deal with what comes up. I don’t think we can give you a leverage level of, let’s say, over the next five years, because we’re going to have to see how the office values turn out, so we’ll work our way through it. But we’ve got lots of capacity to deal with rolling over mortgages, rolling over mortgages at reduced loan amounts to pay for our leasing. There’s a lot of things that are moving at once. I hope that helps. I can’t be more specific.

Pammi Bir: Yep, no, that’s helpful. Last one for me, I’m just curious, you mentioned – Gord, I think you mentioned some of the larger renewals that you did in Toronto in the quarter. I’m just curious, what did the – without getting into specifics on each lease, just generally, what did the NERs look like relative to the prior NER on that same space, percentage wise I guess?

Gordon Wadley: So just in the prepared remarks I put, it was about 20%.

Michael Cooper: $20? Okay, sorry.

Gordon Wadley: No, no, 20% lower than what we had in the budget. So the rents on the renewals were higher, but we put more deal costs in to help facilitate the refresh of the space. The bigger renewals that we’ve done, both tenants had been there for quite some time. So there was some NER compression for that. And then just in general, just for materials, pricing, procurement, everything, NERs across the board have been down by about 30% in the portfolio. One thing people don’t talk about too is commissions. Commissions are almost double what they were.

Pammi Bir: Right, okay. All right, thanks very much. I’ll turn it back.

Gordon Wadley: No problem.

Operator: The next question comes from Sam Damiani with TD Cowen. Please go ahead.

Sam Damiani: Thanks, and good afternoon. First question, I think Gord, I think it was your comment where you see a, ‘tough trough in the office lending market.’ I just wanted to drill in and see if there was something specific you were alluding to in terms of actual sort of tangible evidence of the Canadian office lending market getting notably tougher in the last short while.

Gordon Wadley: I think what I meant by that is I don’t know if it’s a tough trough. I just think there’s a lot more scrutiny on the buildings, the quality of the buildings, who’s managing the buildings, and then a lot more scrutiny just on the income of those assets. And I’ll turn it over to Jay.

Michael Cooper: Just before, just to be clear Sam, we rely on Gord for many, many, many things, and he’s excellent at the things we rely on him for, but we do not rely on him for understanding the banks’ lending criteria. So I’ll turn it over to Jay.

Jay Jiang: Thanks Sam. Thanks Gord. Thanks Michael. So 2023 was a good year for us for financing. We had about $250 million of mortgages, and we up-financed $287 million. We do not budget forecast expectation that we’d be able to continue to up-finance. We have great relationships with the lender, Schedule I Bank’s Life Code, and some of the foreign lenders now through relationships with a green group of companies. They’ve been very supportive. We’ve been very transparent in how we deal with the lenders as well. I would say that so far the conversations are still good, but we are obviously in a different market today than pre-COVID, and if you go across and take a poll with all the lenders, I don’t think very many will say that they have great appetite to increase the office exposures. So what we’re really focused on is filling the buildings with great covenants, long leases, investing into the buildings, so that the lenders feel that the lending value is supportable, it makes their job easy to underwrite, and then with that we’d be able to have a clear path and visibility on all refinancing.

Sam Damiani: Yeah. I mean, thank you for that. Yeah, that’s really good color, and I don’t think what you’re saying is a whole lot different than what we would have heard you say three, six, nine months ago. I’m just wondering, from just a broader markets perspective, not specifically to any of your discussions, are you sensing a notably tougher lending market overall more broadly now versus just three or six months ago?

Michael Cooper: We’re not seeing an overall change in the market. We’re actually doing very well across the board with our borrowing. What we are seeing is that in the States there’s a lot of blow-ups with the non-recourse debt, and it is having an effect on the regulators. So there’s a lot of scrutiny, and people are cautious. So far we’ve been going, we’ve done great in any loan we’ve done. I think what Jay is trying to say is it makes sense to be cautious going forward.

Sam Damiani: Yes, okay. Next question is just on the 74 Victoria. So you said the lease comes up there. November, it’s about 200,000 square feet. So I guess the fact that that hasn’t been dealt with yet, is that part of the decision to make the distribution cut?

Michael Cooper: Well, I think it’s a good example, and I want to be careful in what I say. But as of January – I think what I said on the last conference call was we are getting quite a bit of interest from schools to do leasing. And on January 22nd, schools and institutional uses, I think I recall saying that that’s a good use. And on January 22nd, the Federal Government came out and said they’re changing the rules for students to come to Canada. And we had a tenant who we were very advanced with there. We had another tenant, two were schools, which were the two schools I was referring to in November and both of those deals are dead now. So that was a disappointment, and it’s a significant disappointment, because it’s hard to get tenants. I’m not commenting on government policy, just saying we’re pursuing other things. We thought we were in good shape there.

Sam Damiani: Yeah, that’s unfortunate. That makes sense. I think the last question for me, Jay, you mentioned you made an amendment in terms of operating recoveries of certain CapEx. I didn’t quite catch what you said there. Was that something that is going to meaningfully sort of adjust the NOI run rate in the near term?

Jay Jiang: Yeah. So just for context, what happened there is we put a lot of capital into some of our buildings to make them better, and specifically this deals with about four or five buildings on Bay Street. And because the buildings are small, at times when you amortize in, let’s say the lobby, washroom renovations, that would increase the additional rent. So it’s more in consideration for the leasing strategy and the existing tenants that we don’t want to overburden the additional rent. So that’s why we did it. I think the total amount is about $300,000 to $400,000 a year. Now, in terms of the run rate, what we’re trying to do right now is look for opportunities to save on OpEx, and we found a couple of ideas already. So our hope is that in 2024, we find more savings than the $300,000 to $400,000. We could pass those savings on to the tenants, and then we can continue to amortize these capital expenditures.

Sam Damiani: Okay. Okay. Thank you. And I think the rest of my questions have been answered, so thank you very much.

A – Michael Cooper: Let us know if you want to chat later.

Operator: The next question comes from Raz Sindla [Ph], Private Investor. Please go ahead.

Unidentified Analyst: Hi. Thanks for giving me the opportunity to ask the question. So basically I have two questions to ask. The first one I want to ask, like, the unit is sitting at $9 right now, and the housing is $70 [ph]. So basically, why not, if we are concerned about the equity moving, why we should not sell those Dream Industrial units? There is not a difference between the NAV and the trading price of that unit, its $13 right now, and the $17 is the NAV for these units. So by selling those units, why are we not considering the NCIB? And now the company is doing post-consolidation, and with that, the units will be hit very hard tomorrow with the distribution cut and basically the unit consolidation. So the units will be murdered tomorrow in the market. So the company should look at the shareholders, also the individual shareholders, and the other shareholders, so they have to consider the unit price also for taking future decisions. Thank you so much.

Michael Cooper: Yeah. Thanks for your question. I’ll attempt to answer a couple of them. First off, it has been tough on the office, not just us, but the Canadian sector as well as the U.S. sector. So we’re obviously seeing a large gap between intrinsic value, especially to look at replacement costs versus where it’s trading at today. On your comments on the unit consolidation, how we’re going to disclose it, we’ll flush out the disclosure, so it makes it easier to do comparative and to model our business starting in Q1. And in terms of servicing value, we listed a couple of ideas that we think that we could sell some of the assets at a fair price. We can improve the liquidity and safety and make the company safer, at least our buildings. We think over time as things reach equilibrium, hopefully the share price will come back.

Unidentified Analyst: I know, but the question is like, if we want to have liquidity, why don’t we sell assets to create liquidity and buy back as many units as we can? Because right now the market is not providing on anything, so basically the market is very tough. They know that the office buildings are very tough. So they means every day, this last one unit has reduced 20% of value, right. So basically the company has to look at the unit price while taking decisions. So even if we sell the asset at fair market value, if we lose two, three assets and with that we create liquidity, pay down debts and buy back units instead of unit consolidation, that will be a 100% idea than doing – increasing the value by increasing some FFO or something like that. Nothing is rewarded these days in the market, basically. Only those companies which are doing unit buybacks, they are the one who’s getting rewarded. You can see MFC recently, they are trading at $33, previously $23. Then they started buying back the units, the market is rewarding them. So those companies in Canada who are buying units and doing [inaudible], those are the companies rewarded by the market. Otherwise all these companies are murder.

Michael Cooper: We used to have 113 million shares of standing, we have 38. So we’ve been used to buying back stock. So we went from 113 million shares down to 38, we are now at about the lowest price we’ve been through that whole time, so I understand about buying back stock. I think what we’ve been saying is, we want to sell assets to raise liquidity in addition to the distribution reduction. As far as NAV, I said this before, I think as we see more sales, the appraisers will have more information and we’ll get better clarity on net asset value of office buildings. So a lot of that will play out over the next 12 months. But please feel free to call Jay. He’s on the press release if you want to talk about this anymore.

Unidentified Analyst: Thank you so much.

Michael Cooper: Thank you.

Operator: [Operator Instructions]. The next question comes from Matt Kornack with National Bank Financial. Please go ahead.

Matt Kornack: Hey, guys. Just a slightly different tact on that last question. But we’ve seen employment or sort of employment age population growth of 125,000 people. Building permits were down 25,000. There’s a clear need for housing in this country, and I think Dream Office is ultimately covered land play. And yet we’re seeing assets that impaired values. Is part of this distribution cut to kind of give you some time till we get to a point where you’ll see that additional asset value or maybe are you seeing investors that recognize that, again, you’re sitting on very good land in the best city in the country?

Michael Cooper: So I would say that if a bunch of us owned this company privately, we would not have specific distributions at a time like this. We would take a look at the business, where we invest the money and how much liquidity we have. So, I think we’re looking at this much more in the light of what is appropriate for the business to produce. With regards to housing, there is a crazy demand for it. Toronto is a very difficult city to get housing starts. It’s very difficult to put the pieces together to build. There’s a lot of things going on with City Hall and we are dealing with them. And everybody is making progresses, but it’s very slow. So I think we’re going to see more flexibility to not replace office space if you want to redevelop an office building. But we’re still not there, but it’s coming. I think we’re making a lot of progress towards that.

Matt Kornack: And I think we saw a recent announcement of a project that didn’t have an office replacement and allowed residential. Is that the beginning of it or do you think there’s still hoops to go through to get the city to come to the conclusion that residential may be the better usage for these?

Michael Cooper: My personal view is the best approach would be to say here is the pathway to build residential when you have office. What they are doing is they are looking at each one and they are studying the situation. So in that case, it is okay. We can see the reasons for not having office replacement here, but there’s no general rule. And then, maybe if you had 200,000 square feet of office, maybe you’d replace it with 100, but it’s all one-offs. This is all happening while the city is doing a big study to come up with a plan for how much office do they really need to protect, if any. So they are looking at that now, but the idea of a universal approach will only come after they have finished studying it.

Matt Kornack: Fair enough. Thanks for that, color.

Operator: This concludes the question-and-answer session. I would like to turn the call over to you, Mr. Cooper for any closing remarks.

Michael Cooper: Thank you, operator. Thank you everybody for participating in this call. And please feel free to reach out to Gord, Jay or myself, and looking forward to keeping you updated, leasing, refinancings and getting on with the business. Thank you very much.

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

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