Good morning, ladies and gentlemen, and welcome to the annual and special meeting of shareholders of Tricon Residential Inc. My name is David Berman. I am the Executive Chairman of the board of directors of Tricon, and I will act as chair of today's meeting, which we are hosting virtually again this year. I would like to begin with the formal part of the meeting, following which there will be a presentation by Gary Berman, providing an overview of Tricon's business and performance. At the end of that presentation, we will be pleased to answer questions which you may submit through the online meeting platform. I now call the meeting to order, and I will ask David Veneziano, Tricon's Chief Legal Officer and Corporate Secretary, to act as secretary of the meeting, and TSX Trust Company, represented by Fraser Monkman and Oliver Keung, to act as scrutineer. The secretary has advised me that the notice calling the meeting and related material were provided or made accessible to shareholders of record on the record date for the meeting using the notice and access provisions under applicable securities regulations. We have received an affidavit of mailing from TSX Trust Company, Tricon's transfer agent, confirming same. I direct the secretary to attach the affidavit as a schedule to the minutes of the meeting. With the consent of the meeting, I will dispense with the reading of the notice calling the meeting. The scrutineer's preliminary report in attendance has been received by the secretary, who has advised me that a quorum is present. The final report of the scrutineers will be filed as part of the record of the meeting. I now declare the meeting to be properly constituted for the transaction of business. On behalf of the board, I thank those who have chosen to attend this virtual meeting today. I also thank those shareholders who submitted their proxies in advance. To make the best use of our time today, Mark Simonic and David Veneziano, shareholders of Tricon, have volunteered to move and second the motions to be brought before the meeting. Please note that this is not intended to limit in any way your right to participate in the meeting. Shareholders who wish to make comments relating to these motions may do so after each motion has been seconded. We will conduct the voting on the matters before us by a poll. Only registered shareholders who held shares in their name as of May 4th, 2021, the record date of this meeting, or their duly appointed proxy holders are entitled to vote at this meeting. The polls will be open for all resolutions at the same time. This will allow you to choose to vote on each resolution immediately or wait until the conclusion of any discussion on each resolution prior to casting your vote. There will be an opportunity to ask questions on each resolution in turn. Once discussion on all the items of business has been concluded, I will give you some time to enter any final votes and then declare voting closed on all resolutions. Based on reporting by the scrutineers, the total number of votes received by proxy, which will be voted in favor of each matter being put before the meeting, is sufficient to approve such matter. I now declare the polls open on all resolutions. The first item of business is a presentation of the consolidated financial statements of Tricon for the year ended December 31st, 2020, and the auditor's report thereon. A copy of the financial statements was provided to those shareholders who requested a paper copy, and the statements are available electronically on SEDAR. Tricon's 2020 annual report is also accessible through the online meeting platform today. Shareholders are not asked to take any action regarding the financial statements, but if any shareholder has questions relating to the financial statements, I would suggest that they be asked later in the meeting following the discussion of the company's business and performance. We will now proceed with the election of directors. The management information circular for this meeting sets out particulars of the nine nominees for election to the board. In the absence of instructions to the contrary, proxies will be voted for the election. In accordance with the advance notice provisions in the company's bylaws, the deadline for nominations of directors for the ensuing year has passed. No additional nominations were received by the company prior to the deadline other than those submitted by management. Accordingly, no further nominations for directors to be elected for the ensuing year will be accepted. As you know, Tracy Sherren is currently a member of our board, having been elected by shareholders at our annual meeting last year pursuant to the right of Starlight Group Property Holdings to nominate one Tricon director. Starlight's nomination rights have now expired, Tracy is not standing for re-election at this meeting. I would, however, like to take this opportunity on behalf of my fellow directors and myself to thank Tracy for always working in the best interest of Tricon while a member of the board and for her thoughtful insights as a board member. Tracy, your contributions to the well-being and success of the company are appreciated by all of us, and for this, we thank you. Recognizing that Tracy's impending departure would result in the board's ongoing composition not meeting Tricon's leadership diversity objectives, we are in the midst of a search to find a replacement director. We have made good progress in this regard, and I am hopeful that we will be able to announce a new director appointment in the coming weeks. Turning to the business at hand, the nominees for election as directors of Tricon Residential Inc., set out in the management information circular are J. Michael Knowlton, Peter D. Sacks, Siân M. Matthews, Ira Gluskin, Camille Douglas, Frank Cohen, Gary Berman, Geoff Matus, and myself, David Berman. If elected, director nominees will hold office until the next annual meeting of shareholders or until their successors are elected or appointed. May I have a motion for the nomination of the nine nominees named in the management information circular? I so move. I second the motion. I declare the nominations closed. We will now proceed with the election of each of the persons who have been nominated for election as directors of the company. Shareholders have been provided with the opportunity to vote for each nominee or withhold their vote on an individual basis. Based on the proxies received for the election of directors, none of the directors would be elected today with more votes withheld from voting than are cast in favor of his or her election. Accordingly, may I have a motion for the election of each of the nine persons nominated as directors to hold office until the next annual meeting of shareholders, or until their successors are elected or appointed? I'll make that motion. I second the motion. Thank you. If there are no questions, please cast your votes on this item. We will now proceed with the appointment of auditors and the authorization of the board of directors to fix their remuneration. The directors, on the recommendation of our audit committee, propose that PricewaterhouseCoopers LLP be reappointed as the auditors of Tricon until the next annual meeting of shareholders, or until their successor is duly appointed, and that the directors be authorized to fix their remuneration. In the absence of instructions to the contrary, proxies will be voted for their reappointment. May I have a motion for such reappointment and authorization, please? I so move. I second the motion. Thank you. If there are no questions, please cast your votes on this item. Thank you. The next item of business is to consider and approve an ordinary resolution of the shareholders on a disinterested basis to approve the setting of the exchange price for accrued distributions on exchangeable preferred shares issued by a subsidiary of Tricon. The full text of the resolution is set forth in Appendix C to the management information circular for this meeting. In the absence of instructions to the contrary, proxies will be voted for the passing of the resolution. I would now ask for a motion to be made to approve the ordinary resolution set out in Appendix C to the management information circular. I'll make that motion. I second the motion. Thank you. If there are no questions, please cast your votes on this item. I will give you another moment to complete voting on all matters before closing the polls. I now declare the polls closed. Thank you, ladies and gentlemen. I declare all motions carried and resolutions passed. Accordingly, I declare the meeting terminated. Now that the formal part of the meeting has been concluded, we will have management's presentation. Following the presentation, we would be pleased to answer any questions you may have about Tricon. Without further ado, I will now call on Gary Berman, Director, President, and CEO of Tricon, to begin the presentation. Thank you, David. Good morning, everybody. Hope you're all doing well, greetings from Toronto. It's amazing the difference a year makes. We're starting to feel pretty good about things here. Vaccines are being rolled out. We're loosening the border starting July 5th. Tricon stock's at an all-time high, we've got a very productive and exciting update for you. Let's start, Charlotte, if we can, on page five. I see you're already there. For those of you that are less familiar with us, we like to think of ourselves as a rental housing company focused on the U.S. Sun Belt and the middle-market demographic. As of Q1, we owned and managed 31,000 rental units, the way we break that down is 75% single-family rental, 25% multifamily. If we look through on a proportionate ownership basis, the percentage is actually 93% single-family and 7% multifamily. We've become really a single-family rental company. One other number I want to bring to your attention on this page is our market cap. We've hit this magic number of CAD 3 billion. This is significant because it allows us to start moving out of small cap territory and find a whole new group of buyers, which will hopefully lift our stock higher. I'd like to introduce you to our senior management team that leads a group of 800 employees. This is a team that is reimagining rental living. It's trying to make the world a better place for our residents and the communities they live in. Typically, we'd all be together. We'd be having pastries and coffee, and you'd get to mingle and meet this team. I'm going to do it for you. Let's go around the face of the room, and I'm going to introduce the C-suite to begin with. Along with me, we have Wissam Francis, who's our EVP and Chief Financial Officer. Wissam is based in Toronto. Jonathan Ellenzweig, our Chief Investment Officer and a member of our Investment Committee, based in San Francisco. Kevin Baldridge, our Chief Operating Officer. Sherrie Suski, our Chief People Officer. Both Kevin and Sherrie are now in our brand new office in Orange County. We'd love to host you there one day. David Veneziano is our Chief Legal Officer and the overseer of this AGM and is in Toronto. Skipping down. David, who's right beside me. My father is the Executive Chairman. He's also the Chair of our Investment Committee and is on our Executive Committee and plays a major role in our local build-to-core multifamily development business. Geoff Matus, also Co-Founder, is on our investment committee and chairs our executive committee. Andy Carmody, Managing Director, is responsible for our burgeoning single-family rental build-to-rent business. Evelyne Dubé, Managing Director of Private Funds, oversees all the relationships for our private institutional investors. Reshma Block is new to us in Orange County. She is our Head of Technology and Innovation. Welcome, Reshma. Andrew Joyner in Toronto is responsible for our local build-to-core multifamily development business. Wojtek Nowak needs no introduction. He is our Managing Director of Capital Markets, oversees our public markets IR, and all our budgeting and forecasting. John English is Head of Development in Toronto. Alan O'Brien, Head of Property Management. Doug Conkey, Chief Accounting Officer. Sandra Pereira, Head of Tax. David Mark, Managing Director of Finance, helps place and structure all of our debt. Gina McMullan oversees all our corporate reporting. Bill Richard, our head of asset management and single-family rental acquisitions. I recognize that this has been a very tough year. The pandemic has affected all of us profoundly. Those who are listening in from the United States, probably all of you know someone who's passed as a result of COVID. We actually lost one of our frontline heroes at one of our maintenance techs in Dallas early in the year. It's been tough for the Dallas office. I think having come through all this, I've been incredibly impressed with our team, our leadership team's resilience, and our ability really to respond to the pandemic. Our approach has always been a focus on our people first, our team first, so they in turn then can take care of our residents. I'm incredibly proud to say that during the pandemic, we did not lay off or furlough any of our workers. I've always believed in the Peter Drucker line, which is that culture eats strategy for breakfast, and there's nothing more corrosive to a culture than laying people off. I'm incredibly proud that we've kept our entire team intact. We also implemented a minimum living wage. This was David's initiative. He spearheaded it. We voluntarily increased wages of our frontline workers, increasing the minimum wage to $17.50 per hour in the U.S. Many states, the minimum wage is about $7. This puts a little bit more money in the pocket of our frontline workers so they can live with dignity. They can save for unforeseen expenses and retirement, and it goes a long way. They know that we have their back. As a result, they're much better positioned to take care of our residents. We were also able to move to a work-from-home environment incredibly quickly. Our call center, for example, was fully operational within two days. Congratulations to our IT department, who's done so much hard work to make sure that we could be productive during the pandemic. As a major landlord, we're fully aware that we have an incredible responsibility to our residents, especially in a pandemic and recession. We're very sensitive to their hardships. That's why we've implemented a number of policies to help take care of them. The first one is we halted evictions almost immediately, even when there was no limitations on evictions. Even today, as a single-family rental operator, we are not evicting anyone for the non-payment of rent. We waived late fees. We limited rent increases on renewals. Essentially, we're self-governing our renewals. In the summer of 2020, we were passing on renewal increases of anywhere from 0%-2%. Even today, we continue to limit at about 4%. Our renewals could be much higher, but our goal is to keep our residents in our homes to limit turnover and really to play long ball. We know we'll make up on that when units ultimately do turn, and we can capture the lost lease in the portfolio. We're also able to leverage our technology so that prospective residents could get into our homes without being physically proximate to our employees, so they felt safe and secure, and we did that with our self-showing app and virtual move-ins. We introduced a microsite so our employees could give back through Red Door Shelter or Black Girls Code, and we doubled the Resident Emergency Assistance Fund to help our residents suffering from hardships, maybe from death or medical emergencies if they lost their job. We recognized early on in the pandemic that this was going to be very much a dehumanizing event. We were all working from home, isolated. When we went out in public, we had to wear masks. Even when I make presentations like this, it's just talking into a box. We're social beings. It feels like being a band and going into a bar without any patrons. It's difficult. We wanted to reach out to our team and bring everyone together. Right at the beginning of the pandemic, we basically eliminated our investment entity, Mishmash. Right? We got rid of the mumbo jumbo, the jargon, the THP, the TLR, all that, which was confusing. We decided to create one real company, one unified company that we now call Tricon Residential. We harmonized our policies and procedures. We're implementing a common IT stack, one brand, one website where you can, with two clicks, find a home. We brought everything together. Incredibly difficult to do during a pandemic, so I'm so proud of our team. We created a new purpose statement and guiding principles, and the guiding principles guide how our teams should conduct themselves every single day. Our purpose statement, imagine a world where housing unlocks life's potential, can mean different things to all of us. It's aspirational. It's a moving target, but at a minimum, it's a promise to our residents to make sure that we provide them with high-quality housing, hotel-ready accommodation, and allow them to indulge in a maintenance-free lifestyle. We can give them back time to focus on what's truly important to them. There's been some silver linings to this pandemic, especially with all the social unrest that happened last summer. It's given us permission, us and our investors, to focus on the social factors in sustainability or ESG. Real estate companies typically concentrate on environment, but as a major landlord, we think social factors are just as important. When we introduced our ESG roadmap last year in our annual report, we have five priorities, but the first two priorities are focused on people, our own team, and then our residents. Our philosophy is this: we take care of our team first. We make sure that they have the opportunity to grow, to develop. We make sure that they feel that there's meaning in their work, so they're well-positioned to go that extra mile for our residents. When our residents are fulfilled, they stay in our homes longer, they treat our homes like their own, and they refer, and all of that is great news for our investors. Also, we've implemented some new diversity measures. We signed the CEO BlackNorth Pledge, which commits us to long-term diversity targets and allows us to help combat anti-Black systemic racism, and I'm proud to say that we're ahead of schedule on that. If we look at all the hires over the last year, the majority of those have been diversity hires, and we believe in diversity. We do not believe in affirmative action, but we do believe in diversity, and we think diverse organizations are better because we can learn from each other, different perspectives, and we're better positioned to serve our residents who in turn are diverse. One of our pillars of our ESG program is innovation, our innovation. At the end of the day, Tricon has really become a technology company. We use technology to run every facet of our business, everything from acquisitions to repairs and maintenance. I'll give you some examples in our centralized operating platform. We use an acquisition tool, a proprietary acquisition tool called TriAD, to automate the acquisition of homes. We screen the MLS. We have a 90-point criteria, and if a home meets that criteria, we can underwrite and put in an offer in five minutes. We've also automated the resident acquisition process. We use search engine optimization to drive prospective residents from different internet listing sites to our website. If they're interested, they can access our self-show app. We qualify them virtually, and they can move in virtually. Repairs and maintenance is coordinated with our TriForce app. It allows us to coordinate workflow between the centralized office and in the field dynamically. It allows us to standardize scope and compress delegation of authority, and it's made us much more efficient. As we look forward, we've got some really exciting technology initiatives on the go. First being is the rollout of smart home technology. We'll be about halfway through that in our portfolio by the end of the year. This allows our residents to save money on utilities. It also allows us to put sensors on all the key components of our home. If there's a humidity issue or temperature issue or a water leak in our home, we can get ahead of that and send a maintenance tech to prevent further maintenance issues. We asset tag the major components in our home using 3D mapping technology or InsideMaps. That allows us, for example, in a given year, to understand how many water heaters or air conditioners are beyond their useful life, and then we can get ahead of that and replace them so we don't have issues, let's say, in the hot summer months. We're also introducing intelligent virtual agents or bots into our call center so we can automate the intake of leasing requests or maintenance requests so our residents spend less time on the phone with our call center. All of this makes us increasingly more efficient and allows us to offer better customer service to our residents. On this page 11, it's probably the best way to understand where the company is today and how we've evolved. When you think about it, when we went public in 2010, that's about 10 years ago, we were an asset manager, with really very limited balance sheet. Look at our balance sheet today. This is a significant balance sheet. We've become a balance sheet investor that now uses third-party capital strategically to take development off balance sheet or to scale faster. 10 years ago, we were focused on for-sale housing. 100% of our investments were in development. You can see today it's about 5%. Now we've become a landlord, and we've been focused on rental housing. We've experimented with different types of rental housing, including manufactured housing. Today you can see we're almost exclusively a single-family rental company with 93% of our assets in single-family rental. If you look at the geographic breakdown, 97% of our assets are in the U.S. Now with a CAD 3 billion market cap, 97% of our assets in the U.S., 93% in single-family rental, we're ready to start exploring a dual listing. One other thing I want to talk about on this page is this little 5% bucket of residential development. First of all, we have our legacy for-sale housing business, which is a very small part of our assets, but it's going to produce about CAD 300 million of cash for us over the next several years, three to five years. That cash is going to allow us to delever further and deploy more capital into rental housing. This business right now is booming. In this little bucket, we also have a burgeoning single-family rental business. Which is going to produce brand new homes for our residents and help defray maintenance costs over time. We're also creating a unique, one-of-a-kind, best-in-class multifamily development portfolio in Toronto, which in a few years will be largely stabilized and will present an opportunity for us to harness and potentially lift. We've always believed at Tricon that demographics is destiny. We've always wanted to focus on the fastest-growing markets. You can see that with our NOI concentration here, it's focused on the Sun Belt. Think about it like this. 40% of Americans live in the U.S. Sun Belt, and they're going to get about 60%-70% of the growth going forward. Americans are moving from north to south in search of lower taxes, more affordable housing, and better weather. Now during the pandemic, you can add to that space. Everyone's prioritizing health and safety. There's no better place to find that than in the Sun Belt, in suburbia, and in single-family housing. To that, we can also add the millennials. Enter the millennials, which are the largest cohort in America, bigger than their parents, the baby boomers. They're entering their primary years for household formation. I think we've all reevaluated our lives during this pandemic. I think many millennials woke up and said, "You know what? Maybe living in a dense city is not that great of an idea." Living with parents is not that great of an idea during a pandemic. More and more have decided now's the right time to form households, have children, move out to the suburbs, and move into single-family homes. The issue is, or the truth is that homeownership is increasingly out of reach. Look at the statistics on this page. The price-to-income ratio is now 5x. It's more than double where it was in 1990. Home prices only accelerated meaningfully during the pandemic, putting housing more and more out of reach. This is a startling statistic from "The Economist." If you look at millennials, the average age of a millennial today is 31. If you look at the same age of boomers at that time, only 4% of millennials own real estate compared to 32% of boomers at the same time. Millennials, the truth is, may not have the down payment, may not have the credit, or maybe because they've grown up in a sharing economy, prefer rentership. At the end of the day, the vast majority of them are going to be looking to rent their first home or their starter home. On top of that, we can layer on this new work-from-home trend. Work from home was always technologically viable, but it wasn't socially acceptable. While it's not perfect, I know many days have felt like Groundhog Day, we've learned a lot from working from home. We've learned that we can be productive. We've learned that we can have more flexible working arrangements. We're certainly doing that in Toronto. If employers and employees can work anywhere, why not work in the Sun Belt, where again, it's more affordable, there's lower taxes, and there's better weather. All of these trends together are converging to create an absolutely booming environment for single-family rental. Look at our FFO per share growth. Up 59% year-over-year. That's absolutely outstanding. It shows our transition to a rental housing company, it also speaks to the fundamentals behind our business. Look at our rent growth and our NOI growth. There's very few real estate asset classes that have been able to produce positive NOI growth or rent growth during the pandemic. We have. Even within the single-family rental sector, we've outperformed our larger peers. We would attribute that to our people-first, culture-first approach, our innovative business and technology, and our investment strategy, which is focused on the Sun Belt and the middle-market demographic. We've been able to grow at the same time that we've been able to reduce our balance sheet leverage significantly. We entered the pandemic with 61% net debt to assets. Look at where we are today, 46%. This is during a pandemic and a worldwide recession. It's almost like where Wissam Francis and his team pulled a rabbit out of a hat, working closely with David Veneziano and his legal team, and John English and Jonathan Ellenzweig and our investment team on three major transactions which helped reduce our leverage. The first in August of last year, the big Blackstone preferred stock deal, which not only raised us capital to de-lever but also provided validation capital. We also syndicated an 80% interest in our U.S. multifamily portfolio. This tilted our portfolio heavily to single-family rental but also raised a significant amount of capital to de-lever. This is really an exercise in redeployment of capital. Most recently, our bought deal. When you put this all together, we've got liquidity now, pro forma liquidity for the bought deal, close to CAD 900 million. We entered the pandemic with about liquidity of CAD 200 million. We've got ample flexibility to continue to grow and fund our co-investments. That's a good segue into the next page, where we're entering a period, the most prolific period in our history of being able to raise fee-bearing equity capital. We set out a goal last year to raise CAD 1 billion of fee-bearing capital over three years by the end of 2022. We've reached that in this year alone. We've raised CAD 1 billion of equity capital with a lot more to come. I can tell you, it's amazing how far we've come because I remember in the early days working with David Mark and Jas Jawanda and getting on a plane to try to raise CAD 2 million or CAD 5 million. Evelyne Dubé is now turning away money from major investors. Really what's happening is in the private institutional world is investors are seeking out alternatives in such a low-rate environment. Now that there's uncertainty in office and retail and hospitality, they're increasingly focusing on beds and sheds strategies. That means a lot more capital for housing of all kinds. With respect to single-family rental, it means that it's gone from really being a fringe niche asset class to now being an asset class coming out of the pandemic that every major investor wants. It's allowed us to really buttress our acquisition strategy. In addition to having the onesie-twosie strategy where we buy homes off of the MLS, existing homes that we do that through SFR JV-1, we've also now added Homebuilder Direct. This allows us to buy homes directly from builders, brand new homes, either one at a time or finished completed communities. We've also added, with Arizona State Retirement System, a development program where we are developing our own build-to-rent communities. All of this is going to allow us to grow a lot faster. We also created a landmark joint venture with Canada Pension Plan to increase our build-to-core port, multifamily portfolio, and development portfolio in Toronto, which will allow us to get to 6,000 or 7,000 units. At that point, we have, again, a major portfolio where we have the opportunity to potentially harness it and create significant value for our shareholders. If you put all of this together, our transition to a rental housing company, our focus on single-family rental, our creation of a best-in-class operating platform, our significant deleveraging, and our ability now to raise significant amount of third-party capital, it translates to incredibly compelling returns for our shareholders. If you look at this over 10 years, since 2012 when we entered single-family rental, we produced an 18% compounded return for our shareholders. That's pretty exciting, and there's a lot more to come. I still think our stock is undervalued. There's significant upside, and the main reason for that is at the heart of all of this. To conclude, Tricon is a growth company. With the new joint ventures we have in place, we have the ability to grow our portfolio from 35,000 units to over 45,000 units. We're going to make two more significant announcements over the summer, which is going to allow us to grow much, much more. We have all the capital in place to fund that growth. Incredibly exciting times for us. I feel like our journey is just beginning. I want to thank our team for the incredible commitment and passion, dedication they bring to work every single day, especially during the pandemic. I really want to thank our Board of Directors and our shareholders who've been so patient with us. Our success has not been a straight line, but I want to thank you for all your support, and we look forward to seeing you in person hopefully very soon. Charlotte, are there any questions? There's no questions. Okay. Thank you very much for participating at our AGM. We appreciate all your support. We look forward to seeing you in person soon. Thank you.
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