Good afternoon. My name is Joelle, and I will be your conference coordinator today. At this time, I would like to welcome everyone to the BSR REIT Q3 2024 Financial Results Conference Call. All lines have been placed on mute to prevent any background noise. After the speaker's remarks, there will be a question-and-answer session. [Operator Instructions]. Thank you. Now I'd like to turn the conference over to Dan Oberste, President and Chief Executive Officer of BSR REIT. Please go ahead.

Thank you, Joelle, and good day, everyone. Welcome to BSR REIT's conference call to discuss our financial results for the third quarter ended September 30, 2024. I'm joined on the call by Susie Rosenbaum, the REIT COO and Interim Chief Financial Officer. I'll begin the call with an overview of our Q3 performance highlights. Susie will then review the financials in detail, and I'll conclude by discussing our business outlook. After that, we will be pleased to take your questions. To begin, I want to remind listeners that certain statements about future events made on this conference call are forward-looking in nature. Any such information is subject to risks, uncertainties, and assumptions that could cause actual results to differ materially. Please refer to the cautionary statements on forward-looking information in our news release and MD&A dated November 7, 2024, for more information. During the call, we will reference certain non-IFRS financial measures. Although, we believe these measures provide useful supplemental information about our financial performance, they are not recognized measures and do not have standardized meanings under IFRS. Please see our MD&A for additional information regarding our non-IFRS financial measures, including reconciliations to the nearest IFRS measures. Also, please note that all dollar amounts are denominated in U.S. currency. Our financial and operating performance in the third quarter was in line with our expectations, as we expertly managed through the latter stages of the absorption of the unprecedented new multi-family housing supply. Through the quarter, we generated an increase in our blended lease rate, maintained strong occupancy, and retired about $12 million of long-term debt. For the quarter, Same Community revenues increased 0.5% compared to Q3 last year. Same Community NOI declined slightly due to an increase in property tax expense associated with the recording of the change in Texas tax legislation for 2023 and Q3 of last year, and to lower tax refunds related to the timing of when refunds were received, an expected result discussed in previous quarters. And FFO and AFFO per unit were consistent with last year. Blended rental rates in the quarter increased by 0.3% over the prior leases, excluding short-term leases. Furthermore, if you remove Austin, which is our most challenging market as it relates to new supply, our blended rental rates increased another 80 basis points to 1.1% for the quarter. It should also be noted according to RealPage Market Analytics that Dallas, Austin, and Houston, were first, second and fourth respectively in national rankings for the absorption of new multi-family deliveries in Q2 of this year. Our weighted average occupancy at quarter end was 94.7%, slightly below recent levels but still in line with our range of comfort as it relates to balancing occupancy and rate. Finally, our November and December 60-day exposure to expiring leases of 5.8% will serve to keep occupancy stable during the slower leasing season. The results continue to reflect the high quality of our portfolio and the resilience of our core Texas rental markets driven by robust economic growth and continued population migration. Though, we have seen record levels of new deliveries take place in our markets, the absorption of this supply has exceeded our expectations and the pace of new development has slowed dramatically. Migration into our markets continues to be very strong with our two Austin submarkets of Georgetown and Kyle leading the nation in population growth for cities of 50,000 or more and Dallas and Houston first and second in cumulative population growth among MSAs. When you look at our markets combined, we believe that we are past peak supply delivery. As this impressive rate of absorption continues, it will create supply constraints moving into late 2025 and beyond. Meanwhile, we have continued to strengthen our balance sheet. We took further action to mitigate interest costs through a $150 million swaption in the quarter that Susie will describe shortly. And as I highlighted, we retired $11.9 million of debt on our credit facility with cash flow generated from operations. Subsequent to quarter end, last week, we executed a separate $42 million forward swap beginning February 2025. Once it takes effect, this swap enables us to lock in interest savings for our unitholders following retiring our debentures. Susie will discuss more on our debenture retirement later on in the call. Suffice it to say, we seize every opportunity to preserve and increase returns to our unitholders. As you know, our Board of Trustees also made the decision during the quarter to increase our monthly distributions by 7.7%. This is the second time we've increased distribution since 2022, and reflects our cash flow growth and our commitment to maximizing returns for our unitholders. The increase went into effect with our August distribution. Our AFFO payout ratio for the quarter was 65.9% reflecting the increase. We continue to view our units as a great investment. Accordingly, we are renewing our normal course issuer bid effective November 12, 2024, for up to a maximum of 10% of the public float over the following 12-month period. On the external growth front, as you are aware, we previously discussed the initial leasing of our 238 suite Austin development in August. We are pleased to see the community named ORA 3550 leasing up on schedule with between 9 and 14 leases per month of leasing velocity since August. We expect final COs of ORA to be delivered in November and look forward to the incremental cash flow generated by the project as it stabilizes next year. We continue to see opportunities for additional acquisitions and perhaps some rotations in our markets. As is our reputation, we will execute when we see appropriate accretion for our unitholders. While we did not acquire an asset in the third quarter, as expected, we saw increased opportunities, just not the right opportunity. We will remain patient and disciplined with our unitholders capital and look forward to seizing acquisitions when appropriate in the near future. I will now invite Susie to review our third quarter financial results in more detail. Susie?

Thanks, Dan. Same Community revenue increased by 0.5% in Q3 2024 to $42.3 million, compared to $42.1 million in Q3 last year. The improvement primarily reflected an increase in other property income related to rental fees and utility reimbursements. Same Community NOI decreased 1.2% to $22.4 million, compared to $22.7 million in Q3 last year. This was the result of an increase in property tax expenses of $0.4 million due to the change in Texas tax legislation recorded in Q3 of 2023, and lower tax refunds of $0.1 million due to the timing of when refunds are received, partially offset by the increase in revenue. FFO in Q3 was $12.2 million or $0.23 per unit compared to $13.1 million or $0.23 per unit last year. The decrease in the dollar amount was primarily the result of the decrease in total portfolio NOI and $0.6 million in higher interest cost. FFO per unit remained unchanged over the prior period as a result of the repurchase and cancellation of 3.5 million units under our prior normal course issuer bids and related automatic securities purchase plan in 2023. AFFO in Q3 was $11.1 million or $0.21 per unit, compared to $11.9 million or $0.21 per unit last year. The decrease in the dollar amount was primarily the result of the decrease of FFO, partially offset by a small decrease in maintenance capital expenditures. AFFO per unit remained unchanged over the prior period as a result of the repurchase and cancellation of units I referenced a minute ago. The REIT declared quarterly cash distributions of $0.137 per unit in Q3, compared with $0.13 last year, representing an AFFO payout ratio of 65.9% in Q3 2024 and 61.6% in Q3 2023. All distributions were classified as a return of capital. Turning to our balance sheet. The REIT debt to gross book value as of September 30, 2024, was 46.4%. Total liquidity was $139.3 million including cash and cash equivalent of $5.4 million and $133.9 million available under our revolving credit facility. We have the ability to obtain additional liquidity by adding properties to the current borrowing base of the facility. As of September 30, we had total mortgage notes payable of $457.9 million with a weighted average contractual interest rate of 3.6% and a weighted average term to maturity of 3.6 years. Those figures exclude the credit facility and the construction loan for an investment property under development. In aggregate, the mortgage notes payable and revolving credit facility totaled $756.7 million at quarter end with a weighted average contractual interest rate of 3.7%, excluding the debentures and the construction loan and 100% of our debt with fixed or economically hedged fixed rates, again excluding the construction loan. On September 20, we entered into a 90-day $150 million swaption and received a cash premium of $0.2 million exercisable by the counterparty on December 20, 2024. If exercised, the underlying swap would be effective as of July 1, 2025, at a rate of 2.5% maturing on July 1, 2031. And yesterday, we announced an intention to trigger the early redemption of all the issued and outstanding convertible debentures in the aggregate principal amount of $41.8 million. The formal notice was issued today and the redemption is expected to take place on January 3, 2025, at a total redemption price of 1,000 plus accrued and unpaid interest of 12.74% up to but excluding the redemption date, both per $1,000 principal amount. This will result in interest savings for the REIT on a net basis. Overall, as Dan highlighted, we retired 11.9 million of debt on our credit facility during the quarter with cash flow generated from operations. We will continue to carefully manage our debt with a focus on maximizing our flexibility. I will now turn it back over to Dan for closing comments. Dan?

Thanks, Susie. Plain and simple, the Texas market is still the place to be. It is the eighth largest economy in the world, larger than Canada, Russia, Brazil. Major companies have fled and continue to flee high tax states and relocated their headquarters to Texas in recent years, including Caterpillar, X, Chevron, SpaceX and Tesla. Employment numbers released by the Bureau of Labor Statistics last week showed Texas added over 327,000 jobs in the 12 months ended September of 2024, the largest job gains of any state. More Texans are now working than ever before, with the total state workforce now at 15.4 million people. BSR is in the path of this growth with 90% of our NOI coming from Texas fastest growing markets. While we still see new supply in the market in Q4, we expect deliveries to decline by over 40% through 2026. As a result, our suburban Class A communities are positioned to outperform in the coming years. In the meantime, our business model has proven to be resilient even in the more challenging near-term environment. This speaks to the strength of our property portfolio and the BSR team. We are equipped to outperform regardless of the external market conditions. Before taking your questions, I'd like to review our guidance for 2024, which we updated yesterday. We have lowered the mid-point for Same Community total revenue growth to 0.5% from 1% and the mid-point for Same Community NOI growth to 1.5% from 2%. Our guidance for FFO per unit and AFFO per unit remain unchanged from our previous guidance due to a reduction in finance costs, partially offset by a decline in NOI related to the delay in the completion of the property under development. We currently expect growth in Same Community revenues of up to 0% to 1%, growth in Same Community NOI of 0.5% to 2.5%, a reduction of property operating expenses and real estate taxes of 0% to 2%, FFO per unit of $0.93 to $0.99 with a mid-point of $0.96, compared to $0.93 in 2023. An AFFO per unit of $0.85 to $0.91 with a mid-point of $0.88 compared to $0.85 in 2023. We continue to carefully monitor our markets for growth opportunities. With our strong liquidity, conservative payout ratio, and 100% of our interest rate exposure effectively hedged, we're well-positioned to continue pursuing growth opportunities while paying stable distributions. That concludes our prepared remarks this morning. Susie and I would now be pleased to answer your questions. We'd like to respect everyone's time and complete our call within an hour, while giving all of our analysts the opportunity to ask a question. So please limit your initial questions to one, then rejoin the queue if you have additional items to discuss. If we don't have time to address everything, we can respond to additional questions by phone or e-mail afterwards. Joelle, please open the line. Joelle, if you could open the line for questions, we'd appreciate it. Thank you.

Thank you. Ladies and gentlemen we will now begin the question-and-answer session. [Operator Instructions]. Your first question comes from Jonathan Kelcher with TD Cowen. Your line is now open.

Thanks. Good afternoon. I guess, my question is really on absorption. You said you sort of passed peak supply in most of your markets. I just want to get a sense of where you stand or where you think you are in terms of absorbing the majority of that new supply. And I guess, what I'm really looking for is your expectations on when do you think new lease growth resumes?

Sure. Thanks for the question, Jonathan. So let's start with national and let's start with national and our market kind of peak deliveries by MSA. So when we're looking at CoStar supply -- CoStar anticipates supply is expected to peak between call it the third quarter right now and the fourth quarter right now of 2024. That's nationally. Absorption nationally is expected to outpace these deliveries, fourth quarter of this year, first quarter of next year. If we were to dig into peak deliveries, let's use just Texas, Austin, Dallas and Houston. We saw peak deliveries in Houston in the first quarter of this year. That's likely why Houston has been outpacing a lot of the other Sunbelt markets in effective rate growth and just general real estate economics. Dallas, we saw peak deliveries in the third quarter, really a rolling number between the second and third and that's what we discussed at the last earnings call. We haven't seen elevated deliveries suggesting another peak in Dallas. So it looks like we're past the peak in Dallas and Houston. And in Austin, they expect that the peak is occurring right now. And that kind of makes sense. We just talked about our first development that we announced in August of 2021, really delivering through the third quarter. We do expect Austin to continue to see, I'll say, elevated deliveries, but probably not further peak. So it looks like we'll be coming out of the Austin peak in the first quarter of 2025 and start to see some rapidly decelerating deliveries. And by rapidly decelerating between as high as 44% in Austin in the mid-30s in Houston and Dallas. And that's based on a Houston number that peaked in the first quarter. Now, I think what's interesting about those absorption figures is that DFW and Houston led the nation in absorption in those T12 quoted numbers that I just referenced. If I was to look -- and if I was to look at CBRE's data from Q3 in particular, Austin, Dallas and Houston are second, third and fourth in the nation as far as annual completions and absorption, sitting behind New York City. So when I think about Q3 of 2024, both Dallas and Houston absorbed more apartments than they delivered in those quarters. Austin, according to CBRE, delivered about 8,000 units in the third quarter and absorbed about 7,700 units in the third quarter. So just right at is a negative 300 unit number for the city. We would say that's on par with absorbing 100% of the deliveries. So anytime, you're looking at a market with elevated deliveries like Austin and you see that elevated absorption, that's second in the nation behind New York over that time period. That's pretty healthy that that's -- we feel very comfortable with that numbers. Now, the last thing I'd say and to the second part of your question is, what are our expectations on performance post supply peaks? And that is a great question. And I'll try my best not to get into a dissertation, as I've grown accustomed to on these earnings calls. But in the multi-family real estate business, we see these peaks before. We've seen them in 2014, we've seen them in 2007, particularly in Houston we've seen them really all the way back into the 1990s in Dallas. And really it takes a handful of quarters for a submarket or a market to truly finish that absorption of that peak delivery, lease up that peak delivery property, that, that construction property no longer impacts effective rate and leasing velocity, that's generally about a two quarter lag to a three quarter lag. And thankfully, we don't see anything different in this market. And part of the reason is that Dallas, Austin, and Houston are, as I said in the prepared comments are the three best combined markets in the country to be investing in apartments right now. Now, with that said, in kind of using that formula, what CoStar predicts for next for -- next year, their outlook for 2025 kind of, you see Dallas and Houston, they project rate increases of between 1% and 3% for those overall markets. They project rate decreases. Let's just say Austin looks to decrease maybe a minus 1.5%, all the way up to 1.5% depending on where 1.5% positive depending on where your property sits within that Austin MSA. Now particular to Austin, you want to monitor that recovery. So it's -- I don't think that the -- that we should expect sustained 0% rate or minus or negative deceleration or deceleration in rate growth in Austin in the third and fourth quarter of next year. I think what happens with Austin is it absorbs these assets quicker, you see some softness in the leasing market and then it returns to its drone as the fastest growing apartment market from a rate standpoint in the country in the back half of next year and moving into 2026 and 2027.

Okay. That was very, very helpful. I'll turn it back. Thanks.

Your next question comes from Brad Sturges with Raymond James. Your line is now open.

Hi there. My question would be on the ORA development that's reaching completion as you're now likely moving into the lease-up phase. Should we be thinking about a little bit of a cash drag over the next quarter or two until you reach stabilization once construction is fully completed?

Perhaps a tad, but I wouldn't think too much, some of that accounting of how we consolidate the property over the next quarter or two. The first CO was delivered in late August and we expect the final CO to be delivered in November of 2027. Yes, I think the property being at 15% occupancy right now or 15% lease, 11% occupancy, 10 to 20 units of anticipated lease-up velocity a month. Yes, probably in the short-term a little bit of a cash flow drag and then we start to see it incrementally producing net cash flow right about the time Austin recovers middle and back half of next year.

Your next question comes from Sairam Srinivas with Cormark Securities. Your line is now open.

Thank you, Operator. Good afternoon, everybody. Dan, just probably going to go --

How you’re doing, Sai?

Very good. Thank you. Just going back to constant supply, I'm trying to think of at what point or the economic rent would it make sense for a new development wave to start again. And in terms of maybe cheeky and combine the second question in here, what did average time to completion look like?

Yes. So those are two great questions, Sai. I love these compound questions in one sentence. You all are beginning to sound like me and my answers just one long stream of consciousness hemingwayesque answer.

[Indiscernible].

When we think about the economics delivery, there -- there it's impossible. It's not the rents. The rents -- the pro forma rents have to be an incredible amount, perhaps upwards into 25% to 30% higher than the economic rents in these markets in order to offset the interest carry associated with financing and development. That's just a practical reality. I think the second reality is, we've seen the average time from initiation to completion of a delivery extend from 19 months to as long as 36 months. And a lot of the Sunbelt markets over the course of the last two years. So it really makes a lot of sense is why you see the Dallas construction pipeline down 23% to 27% net over the last call it or over the expected next year. And it's also why we see Houston pipeline down 26.9%. We see the Austin pipeline down 44%. So you've got elevated interest and then you've got a longer hold period between shovel in the ground and lease-up. And those things are going to preclude drastically just anyone from underwriting significant developments in our markets. I would say also you probably have some LPs a little bit gun shy, waiting to get their money out of their existing developments and probably a little bit hesitant to put shovel in the ground or money in the bank on a new development. And that's more psychological than anything else. I would say offset by the good tailwinds in Austin in particular. I mean when I think about the rent as a percentage of median income, I think a median income and the affordability of our markets is what's driving this population growth and this absorption. I just look at the last 12 months, an Oxford Economics survey; they hit this on the head where Oxford said the median income of Austin has increased 2% in the last 12 months. And they compare that to the median income of New York City that's increased 0.4% over the last 12 months. So the good ingredient is that median incomes are rising, which means there's more tailwinds for rents to continue to rise. I think in the short and medium-term none of that matters but to instill development because the developer can't finance it a 4.85% Federal Reserve benchmark rate plus a 225 spread. They can't finance a project to get it off the ground. And even if they -- I think you're probably 300 bps away from that in our markets, Sai, even if they could finance it, they then have to unload their current balance sheet of developments by selling them to free up cash flow and then make the emotional decision to reinvest into a new project. So I think organically we love those that 2% median income increase over the last 12 months. It's going to favor Austin, right? It's going to continue to drive affordability. We're happy with the developments that are being leased up right now in Austin in the pace or in Texas in general. And you got two big mountains to climb before we're afraid of any more further development in our markets.

That's amazing, Dan. Thanks for the color. I'll turn it back.

Your next question comes from Kyle Stanley with Desjardins. Your line is now open.

Thanks. Afternoon, everyone. Just going back to one of your comments earlier on Dan. Just about seeing an uptick in acquisition opportunities but just not having found the right opportunity yet. In your view, what is the right opportunity? What do the economics look like on buying new build versus maybe 5-year to 10-year-old product similar to what you -- kind of your existing portfolio would be and how does that weigh into I guess capital recycling decisions as well? Again a compound question but really based on what is the right opportunity?

The right I think the gazelle that we're hunting right now is a new construction lease-up and the reason we're hunting that is that we see year one cap rate to year two, year three look back cap expansion at anywhere between 75 basis points and 150 basis points. And anytime you do that, you're making money for your investors, Kyle. I don't think we would hunt for a B, B minus, B plus. I think what we're looking for is suburban A, call it our sweet spot 50% to 80% occupied. And we use our platform and our experts who are the best in the country doing this where we're doing it to go ahead and top that thing off and it's going to generate cash flow growth north of what we're seeing for stabilized year one, year two, year three cap rate expansion.

Okay. That makes sense. I will turn it back. Thanks for that.

Your next question comes from Dean Wilkinson with CIBC. Your line is now open.

Thanks. Afternoon, Dan, and congratulations, Susie. Dan --

Thank you.

You're welcome. Just given Texas being a high property tax state, do you think there could be an implication to the owned versus rent if the [indiscernible] production cap is lifted or is that more of a 1% problem?

I think that's more of a 1% problem. And what I guess I mean to say is, I don't know the answer and I'm not part of the 1% and I don't see it as a problem. So it's got to be a 1% problem.

[Operator Instructions]. There are no further questions at this time. I will now turn the call over to management for closing remarks.

So that concludes our call today. Thank you all for joining us and we look forward to speaking with you again in the New Year following the release of our year-end results. Thank you all. Have a great weekend.

Ladies and gentlemen, this concludes conference call for today. We thank you for participating and ask that you please disconnect your lines.