BSR Real Estate Investment Trust

Thank you, Regina, and good day, everyone. Welcome to BSR REIT's conference call to discuss our financial results for the second quarter ended June 30, 2025.

I'm joined on the call today by Tom Cirbus, our Chief Financial Officer. Susie Rosenbaum, our Chief Operating Officer, is also with us and will be available to answer your questions after our prepared remarks.

I'll begin the call with an overview of our Q2 performance and other quarterly highlights. Tom will then review the financials, 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. In addition, we will reference certain non-GAAP financial measures, which we believe are useful supplement information about our financial performance.

Please refer to the cautionary statements on forward-looking information and a description of our non-GAAP financial measures in our news release and MD&A dated August 6, 2025, for more information. Our second quarter results reflect the growing positive momentum reinforcing our business fundamentals.

Our solid operating performance, accretive acquisitions and dispositions activity and absorption of supply are moving us toward a renewed period of sustained growth and value creation for unitholders. On the operating front, in the second quarter, same-community weighted average occupancy was 95.6%, an increase of 20 basis points compared to Q2 last year.

Our Q2 same-community blended re-leasing spreads of negative 70 basis points reflect a 200 basis point acceleration relative to Q1 2025. And perhaps most importantly, in July, our same- community blended trade-outs actually turned positive for the first time since Q3 of '24, growing 1.1%, a very exciting development.

The REIT's retention rate was 57.4%, a 300 basis point year-over-year increase and another 50 basis point sequential acceleration from Q1 2025. We believe our rental rates are poised for significant growth as the burst of new rental supply that came online from 2022 to 2024 continues to be absorbed.

Moreover, Recent CoStar revisions, which reduced the expected new deliveries in Q4 '25 through Q4 or through 2027 should ultimately yield additional elasticity and pricing power for our partners. Meanwhile, Q2 is a very busy period for us on the external growth front.

As we mentioned on our last call on April 30, we completed the second tranche of our 2-stage strategic disposition by selling 6 stabilized properties in the Dallas MSA were $431.5 million. We received $193 million in cash and the balance was settled through the cancellation of 15 million Class B units, which represented approximately 75% of the then outstanding total Class B units.

When we first announced the strategic disposition of 9 properties back in February, we made it clear that we expected to rapidly redeploy proceeds into higher-growth properties in our core Texas Triangle markets. that thereby would offer our unitholders higher potential returns.

I'm pleased to say that we have done exactly that. On May 14, just 2 weeks after we completed the strategic disposition.

We purchased 2 recently constructed apartment communities in the Houston MSA for $141 million. Harenna Vintage Park is located in the Vintage Park development in Northwest Houston and comprises 350 apartment units while Botanic luxury is located in Spring, Texas and comprises 288 units.

Both communities were built in 2023 and are well positioned to benefit from the BSR operating platform. During the second quarter, we made significant progress on our lease-up project at Aura 3550 in Austin.

Despite all the headline deliveries in that round rock submarket specifically, our occupancy increased over 24 percentage points from 35.3% to 59.7% in Q2 alone. Between the two new property acquisitions in Houston, the Aura 3550 lease-up in Austin and the acquisition of Venue Craig Ranch in Dallas that we completed in the first quarter, we have a tremendous new cohort of assets with which to build value for unitholders.

And looking forward, we are in an outstanding position to pursue further strategic acquisitions in the beginning of an improved environment for property transactions in Texas. We are continuing to pursue acquisitions of attractive relatively new construction properties from which we can drive value through our best-in-class team and operating platform.

Let me summarize our year-to-date investment activity this way. In 2025, we have sold 10 high-quality, fully stabilized 95.8% occupied apartment communities at extremely attractive pricing almost entirely to one of the most well-respected apartment owner operators in the world, which we believe is a ringing endorsement of our platform and our NAV in and of itself.

In turn, we have traded those 10 communities for similar, if not better quality assets, increasing our relative concentration to Dallas and Houston. Our acquisitions, which are 88.1% occupied as of June 30, and our lease-up property, which was 59.7% occupied, highlight the leasing and implied growth opportunities ahead of us as we move forward through the remainder of 2025 and 2026.

What should that tell you? BSR has once again found a way for our unitholders to trade stabilized yield for growth-oriented opportunities.

And that's to say nothing for the cleanup of our capital structure, which we accomplished through the transactions as well. While this all may make our results a little choppy in the interim, I'm excited about the position we are in today and the outlook for our company going forward.

I'll now invite Tom to review our second quarter financial results in more detail. Tom?

Thanks, Dan. Let me quickly recap our property portfolio given that there has been a great deal of change in recent months.

Our portfolio currently consists of 25 properties comprising 6,802 apartment units in 5 markets. A total of 89% of our NOI is being generated from Houston, Dallas and Boston.

We expect that number to increase in the coming months as we drive further value from our recently acquired properties complete the lease-up at Aura 3550 and deploy more capital into high-quality property acquisitions in our core markets. Our operational performance in the second quarter was in line with our expectations despite the short-term impact on rental rates from elevated supply in our core Texas market.

The REIT's same-community revenue was $26.6 million in Q2 2025, essentially flat to Q2 last year. Lower average monthly rent was effectively offset by higher occupancy and an increase in other income driven by enhanced resident participation in credit building services, higher utility reimbursements and an increase in properties receiving valet trash service.

Recall that the increase in Vale trash in particular, was a revenue potential we discussed in prior quarters and is a good example of internalization activities we actively explore every day. Same community NOI was $14.3 million, a decline of 4.9% compared to Q2 2024.

The reduction reflects an increase in operating expenses of $0.4 million related to higher utility and repair and maintenance, partially offset by lower insurance costs. It also reflects a $0.3 million increase in real estate taxes due to a higher tax assessments and fewer refunds received in Q2 2025 compared to the prior year quarter.

Net finance costs were $6 million, a decrease of $1.5 million from Q2 last year, primarily reflecting the net paydown of debt in the quarter following our property dispositions and acquisitions. In total, the REIT generated FFO of $9.2 million or $0.21 per unit compared to $14.1 million or $0.26 per unit in Q2 last year.

The decrease reflected the lower NOI due to our property dispositions, partially offset by the lower net finance costs I just noted was $8.4 million or $0.19 per unit compared to $12.7 million or $0.24 per unit last year. The decrease reflects the lower FFO, partially offset by lower maintenance capital expenditures due to our property dispositions.

Of note, FFO and AFFO per unit were positively impacted this quarter by the reduction in Class B units associated with the contribution transaction, which completed on April 30. During the second quarter, the REIT declared cash distributions totaling $0.14 per unit, a 7.7% year-over-year increase.

All distributions were classified as a return of capital. The AFFO payout ratio for the quarter was 73.0%.

Turning to our balance sheet. The REIT's debt to gross book value as of June 30, 2025, was 48.9%.

This amounts to $664 million of debt outstanding with a weighted average interest rate of 3.8%. All of our debt is either fixed or economically hedged to fixed rates.

On the liquidity front, total liquidity was $82.5 million as of June 30, including cash and equivalents of $21.5 million and $61 million available under our revolving credit facility. As usual, we have the ability to obtain additional liquidity by adding properties to the current borrowing base of the facility.

There were also some material changes to our derivative book this quarter. So allow me to summarize.

On June 10, the REIT was called out of an $80 million swap, which carried an interest rate of 1.88%. As you can infer from this rate alone, the swap was well in the money and could never have been replaced in the current rate environment.

Thus, the cancellation was expected and given the debt paydown associated with the property dispositions this year was also not necessary to replace Nevertheless, relative to our Q2 results, our ongoing sequential and year-over-year finance costs will no longer reflect the benefit of this well-placed swap and be higher. In addition, subsequent to quarter end in early July, the REIT also had a $150 million swap canceled, which carried a rate of 2.163% which clearly was also well in the money.

As we mentioned last quarter, this canceled swap was proactively replaced with a new $150 million swap carrying an interest rate of 2.82% similar to the $80 million swap cancellation we just discussed, the net effect of this trade out also results in increased annual finance costs on a go-forward basis. One other item worth highlighting is the fantastic work of our team this year on the battleground of real estate taxes.

As we have said consistently for years now, real estate taxes, particularly in the state of Texas, is a hand-to-hand annual combat exercise. Once again, our team delivered better-than-expected results even earlier in the year than we anticipated.

As such, I want to reiterate that our real estate taxes running through our income statement to date reflect an outsized timing benefit of tax appeal receipts. To put a finer tooth comb on it, we currently expect full year taxes to be approximately $24 million in 2025.

Finally, as we mentioned in our press release and given all the moving pieces Dan and I have just described, we have decided to continue our suspension of a more detailed guidance at this point. We regularly evaluate the appropriate time to release updated guidance and will do so in due course.

I will now turn it back to Dan for his closing remarks.

Thanks, Tom. As I noted earlier, we are currently redeploying our dry powder and studying opportunities to deploy it in our core Texas markets.

Conditions have changed for the better in 2025 as market conditions are selectively beginning to prove favorable for external growth. Our focus remains on relatively new construction assets primarily in Houston and Dallas, where we can see a clear path to drive further value.

Once we get control of these new properties, we rapidly deploy our best-in-class team and operating platform to maximize their value. While there have been dramatic changes to our property portfolio this year, the underlying fundamentals for apartments in our core Texas markets remains intact.

Everything said about absorption over the past 12 months continues. We expect that the surge of new apartment supply that came on stream in '23 and '24 will be fully absorbed by the end of this year.

And once that is done, there is little, if any, significant new supply to speak of in the pipeline. That will become an issue very quickly because population growth in our markets continues at a blistering pace.

Texas population has increased by more than any other state in each of the last 2 years. And according to the U.S.

Census Bureau's recent estimates, 4 of the 5 fastest growing cities or towns in the country are suburbs of either Dallas or Houston. That tells you why we are so focused on these markets.

We believe it is inevitable that Texas rental rates will resume a strong growth trajectory as a deficit and apartment supply emerges in '26. And given that our portfolio consists of well-managed high-quality assets in desirable submarkets, we are particularly well positioned to benefit from this growth.

As our blended trade-outs accelerate further into the future, our acquisitions and lease-up properties stabilize and we continue to generate strong operating performance and effectively redeploy our acquisition capacity, we are confident that we will continue a trajectory of superior NOI growth and drive strong value on a per unit basis. That concludes our prepared remarks this morning.

Tom, Susie and I will now be pleased to answer your questions. Regina, please open the line for questions.

Maybe just start on the leasing spread, there nice to see the inflection in July. Can you just give a little more color on how you're thinking about that the back half of the year?

Is it really a continued build from those July levels? Or could there be some more near- term choppiness before you kind of fully work through the remaining absorption?

Tom, yes. So we were pleased to see things turn positive in July.

We think this is a sign of a broader market recovery as we've been pointing to all year. Granted, yes, there can be a little bit of choppiness as we launch into this section of the supply actively being absorbed and then nothing new coming online, which is what we've been talking about for 2026.

So yes, good news. July 10 positive, just like we thought it would, and we expect the same in August.

Okay. And as you think about performance, I guess, across the 3 main Texas markets there on a year-to-date basis, like anything under or outperforming, I guess, your original expectations coming into the year market-wise.

Under -- well, things actually are performing pretty much the way that we -- that they thought they would. We're pleased with our acquisitions as well.

So as well as our development actually, that one is an overperformer. That one is the Aura 3550 development in Austin is 80% pre-leased right now, which is far ahead of our expectations.

Got it. Yes, that was good to see.

I appreciate the color. Maybe just last one for me.

Dan, I appreciate the comments on the redeployment of capital there. Can you just give a sense or any updated sense in terms of what you're thinking in dollar-wise redeployment in the back half of the year?

Obviously, you've done the Houston deal there, but just curious for any updated thoughts on that front.

Sure. I don't think we've changed our opinion of capital deployment throughout the course of the year in acquisitions quarter-over- quarter.

If I'm remembering this correctly, I think Q1 and then throughout the year, we I think we've guided to about $250 million of acquisitions, $200 million to $250 million of acquisitions this year, notwithstanding the Austin add-on and the McKinney add-on in January and February. So you got $141 million of acquisitions in Houston.

That would lend itself to somewhere between $60 million and $110 million throughout the rest of the year. Depending on market conditions, we don't see any reason to change that and look forward.

Got it. That's helpful.

And then just last one follow-up there. You did mention kind of pricing outlook potentially starting to change.

I know in the past, you've mentioned Houston is probably the near term or where the near-term opportunities are. Any movement on the Dallas front or still likely to be kind of directed towards you?

No, we like Dallas. We're seeing a lot of opportunities, especially in North Dallas.

Something that's interesting, and I'll quote some stats nationally, and you can apply them to Dallas. I mean, Dallas might be the greatest economic engine in the United States it's overlooked, right?

You look back at Q2, Tom, and you saw, I don't know, annually on a look back, 800,000 units of absorption in the country and 215,000 units of construction and deliveries in the country on a 12-month look back, right? So I appreciate that the headline is sequential rate growth.

But I think people -- some people are missing this incredible absorption numbers that we're seeing in apartments in general, but specifically in Texas and isolated in right now on Houston. And then Dallas is nipping right on the heels of Houston, Austin is right behind it as well.

So it takes 3 years to compete with a property that we have, if you want, from permit to delivery. We're seeing new deliveries.

I think everybody understands that new deliveries are going to decline. I don't think they understand how steep that decline is going to be against the backdrop of net absorption in our markets in particular.

So we picked up Houston in the, I'll say, in Q2. And that kind of corresponds to what we've been talking about on recovery of absorption and delivery and rents.

We said Houston probably recovers first and then Dallas right on the heels of Houston. And then Austin probably lags behind from a recovery standpoint, even though it's an incredibly healthy market.

I think as we think about the pace out of our acquisitions, we like having acquired our two fantastic assets during this past quarter. And -- but as we look forward, we're probably going to turn our attention to Dallas and build back what was our largest concentrated market.

So just looking at the same property numbers on the leasing spreads. Considering the numbers this quarter are a some of same property portfolio.

Can you paint the picture for me as to how these spreads look over the last 8 quarters maybe? And when you see a recovery, is that -- how does that stand from a total standpoint?

So the leasing spreads, the 200 basis point increase in the blended rate is the same property grouping for our current same store. If we go back further, of course, you're aware that the majority of the supply was in Austin and in Dallas and did sell half of our Austin Portfolio and about 60% of the Dallas portfolio.

So if those were removed from our prior leasing spread numbers, I think that they would have looked better, right, because that's where most of the pressure was. But moving forward, the July numbers that we published are also the same for count that we have in Q2.

And as you can tell, things are steadily improving in all of our markets.

[indiscernible] I am hoping this actually continues on '26, and we see that recovery comment. Maybe just looking at same-property rents and occupancy this quarter.

There were some changes in Austin and Dallas. Can you just comment on that?

Yes. Yes.

So Austin and Dallas, right, you saw that the occupancy is basically stable between Q1 and Q2, and you saw the rates come down a bit, and that's because we were pushing occupancy during Q2. And now that we've seen kind of the -- we've turned the corner and rates -- the blended rates are slowly going up, we can start pushing rate again.

First question, just on the Aura 3550 and I just want to make sure I heard this correctly, Susie. I think you said it was 80% pre-leased right now.

And would that be -- and then the 60%, I guess, is as of like in-person occupancy as of June 30. Is that correct?

Yes. Yes, that's right.

Okay. And then how are the net rental rates versus your pro formas on that?

And what are you doing in terms of incentives, if anything?

Yes, I'll jump in on that. Net rental rates relative to our original underwriting are in line.

Now our original underwriting on that. When we announced the deal in August of 2021, we began leasing it up late in '24 we would have underwritten similar rents in '24 that existed in '21.

The market has contracted. It went up 15% or 17% in '22 and '23 and then started to contract.

And I think effectively, once the property is fully occupied, I wouldn't see much change in our effective rents relative to underwriting and thus its impact on the accretion on an FFO per unit basis that we've talked about in the past.

Just on the interest rate swaps. Given -- it looks like there might be on more swap that could be below market.

I guess that has a counterparty option early next year. I guess beyond that, like how do you think about the interest rate headwinds?

Are we seeing maybe less headwind anticipated as we progress through the rest of '25 into '26 and then it's more about NOI growth outpacing financing costs? Or how should we think about that from like an FFO perspective?

Yes, that's a good question, Brad. And I understand that our treatment of swaps can be somewhat unique in the Canadian marketplace.

When we think about the 2026, I'll say, hedging activities, right now, we're about 15 basis points inside any of those expiring swaps. And so that is to say, if we wanted to address any maturity or any swap expiries in 2026, we could do so today at a reduced interest cost relative to what those swaps currently produce on our portfolio.

So as of today, at least, there's actual revenue potential in our hedging activities for '26.

Okay. So that headwind really does dissipate down given where rates are today.

And it's -- and it sounds encouraging on the leasing front. Given spreads kind of turned positive in July, is that -- do you kind of expect to maintain, I guess, for the rest of the year in this very low single-digit range?

Or how do you think about how leasing spreads could evolve over the next couple of quarters?

Well, I think 1 month of data is very -- we're excited about that 1 month of data, right? But I do want to remind everybody, it's 1 month.

And our markets are massive, right? And the deliveries that are being absorbed, it's -- I think it's a good marker evidencing the massive absorption that you saw take place in the first half of the year.

And I think it's positive tailwinds for the rest of the year. Sure.

I mean from where I'm sitting, I just think it's an incredible revenue opportunity through both rate and occupancy in our portfolio in particular. As the year expires and then moving out for 4 years after that, 3, 4 years after that, these deliveries are dropping off of a cliff, and we've seen no impact to corporate relocations, population migration, job growth expectations in these 3 markets, not just since COVID, but in the last 15 years, it just continues to accelerate.

So if those numbers stay where they are sitting right now and where they've been sitting, then we would expect outside revenue growth moving forward. Now our people believe in driving investor returns through cash flow generation.

In the near term, this cash flow growth will be generated by the lease-up and stabilization of these 4 new properties. That's for the rest of the year, that's what we like.

This cash flow growth will be enhanced by our platform internalization initiatives that we talked about earlier and we talked about in the past like [ Vale ] trash and bulk Internet. And when you combine those 2 things on a look forward, plus the massive drop- off in deliveries, it's a net bunch of revenue growth driven by the BSR platform.

It's going to drive the growth profile in excess of our peer set. This is the same recipe that we've yielded compound historic growth in excess of our peer group in the past, it's the same outlook looking forward.

I think what we're excited about and what evidence of those July numbers is that drop-offs look to be steeper than originally predicted and tailwinds continue to exist in absorption. How that looks for the rest of the year, let's say, 1 month of data in the rest of the year.

but it's got us excited right now.

Okay. So pretty good green shoots and obviously a little bit cautious short term, but it seems to be a better setup for next year.

I appreciate that.

So just a follow-up on the two Houston assets you acquired. So where is the occupancy today?

And what is the upside that you're sort of referencing for those two assets?

Hey, Jimmy. So when we look -- when we acquired those assets, roughly the rent roll for the month, if you average it out, it was around 80%.

And 80% occupied. And we closed out in June for the 2 probably at about 85%.

And we continue to maintain positive momentum as we lease up these assets Anyway, so yes, they're not stabilized. We're doing a good job applying the platform, and I'm pleased with what I've seen thus far with our growth.

First, with the 5% movement from the time we took it over and what I'm seeing right now in July as well.

Yes. And I'll follow on just a little bit on that, Jimmy.

You think about what we've done with that $141 million of purchases. What we did was we sold 96% occupancy earlier in the year.

and we turned around and we bought 80% occupancy for around the same price. We sold 12-year-old properties, and we bought a 1-year-old property, right?

We swung from a rope on selling stabilized and buying lease-ups. So the revenue potential relative to the past in my mind, regardless of rate movement is percent occupancy, 85% occupancy, 11% of occupancy multiplied by the effective rate at a margin close to 90% to 100% relative -- because it's that top end of your occupancy stack.

If you think about what we're doing in those terms, you understand why we sold stabilized and why we saw the opportunity to buy lease-up.

Makes sense. If you sold the asset at a 5 cap rate, let's say, you'd be buying those on a stabilized basis, 100 basis points above that, that would be fair.

On a stabilized basis, no, probably a little bit higher than that. Jimmy, if we rotated on an exit at a 5, maybe are going in is a tad bit higher.

And as we said in the past, we like to see a 75 to 125 basis point cap rate expansion from lease up to stabilization. So I'd probably move -- if you're using a 5 on the sale and the buy, I'd probably go a little bit higher on the cap rate expansion.

Yes.

And then second question is just relating to the broader investment market. So I think there's a thesis that there's going to be more lender pressure leading to more opportunities.

But all I keep hearing is cap rates in the 5. And so I guess, are we in the buyer's market?

Or do you expect us to be in the buyer's market soon? How do you -- how would you characterize it today?

Yes. I would look at the duration that apartment owners are holding on to assets.

Right now, apartment owners are holding on to assets at an average clip of about 6.5 years. Now in the past 25 years, Jimmy, only in the early 2000s and during the GSC, did we see a whole period that long, right?

We're on the tail end of a long duration hold cycle. And it makes a lot of sense why.

There are a lot of developers that bought 3 caps and that pro forma 4x its or 3.5x -- and there's not any money sitting there wanting to deploy into a 3.5% cap in today's environment, right? So in the real estate game, you hold on, you generate cash flow and eventually your reversion value might not be the same cap rate, but your reversion value will come true in your own mind.

That's why we're seeing hold periods last a little bit longer. Now you can only hold on for so long if you have nonpermanent capital, and this is specifically the private market.

I think that we're entering the end of that long duration hold period. And as our team is exhibiting with our buying this year and our continued buying at the tail end of this year, we think it's a fantastic opportunity to walk into the beginning of a buy-side cycle.

Just one quick question on the balance sheet, Dan. Just given the acquisitions that you think that you might make over the back half of the year, are you looking to do that on a leverage-neutral basis?

And might that limit the amount that you could potentially take that to?

Dean, it's Tom. I'll hop in here.

I think we think of ourselves as always trying to be prudent capital allocators and finding the highest and best use to deploy the capital we have before us. Sometimes that means taking leverage up a little bit higher than where we want to see ourselves in the long term.

And I think that can be the case in the back half of the year where we take it a little higher. But we'll take leverage in our mind, looking at it from a debt-to-EBITDA perspective in the longer term, closer to 9%.

So we're a little higher than that today, but we'll find ways to pay down debt and move closer to that target.

That concludes our call today. Thank you all for joining us.

We hope you enjoy the rest of your summer, and we look forward to speaking with you again following the release of our third quarter results.