Dream Office REIT Reports Q1 2025 Results

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Published May 08, 2025

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This press release contains forward-looking information that is based upon assumptions and is subject to risks and uncertainties as indicated in the cautionary note contained within this press release. All dollar amounts in our tables are presented in thousands of Canadian dollars, except for rental rates and per unit amounts, unless otherwise stated.

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TORONTO — DREAM OFFICE REAL ESTATE INVESTMENT TRUST (D.UN-TSX) (“Dream Office REIT”, the “Trust” or “we”) today announced its financial results for the three months ended March 31, 2025. The Trust’s annual meeting of unitholders will be held on Tuesday, June 3, 2025 at 12:00 p.m. (ET).

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OPERATIONAL HIGHLIGHTS AND UPDATE

(unaudited)

As at

March 31,

December 31,

March 31,

2025

2024

2024

Total properties(1)

Number of active properties

24

24

26

Number of properties under development

2

2

2

Gross leasable area (in millions of square feet)

4.8

4.8

5.1

Investment properties value

$

2,171,584

$

2,175,015

$

2,336,685

Total portfolio(2)

Occupancy rate – including committed (period-end)

81.2%

81.1%

83.5%

Occupancy rate – in-place (period-end)

78.4%

77.5%

79.3%

Average in-place and committed net rent per square foot (period-end)

$

27.39

$

27.20

$

26.78

Weighted average lease term (years)

5.8

5.5

5.2

Occupancy rate – including committed – Toronto (period-end)

84.2%

83.8%

88.5%

Occupancy rate – in-place – Toronto (period-end)

80.0%

80.2%

83.7%

See footnotes at end.

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Three months ended

March 31,

March 31,

2025

2024

Operating results

Funds from operations (“FFO”)(3)

$

13,276

$

14,106

Comparative properties net operating income (“NOI”)(4)

24,965

24,925

Net rental income

25,001

25,453

Net income (loss)

(33,183)

11,866

Per unit amounts

Diluted FFO per unit(5)(6)

$

0.68

$

0.73

Distribution rate per Unit(6)

0.25

0.33

See footnotes at end.

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In the first quarter of 2025, we made significant progress in reducing risk, enhancing liquidity and increasing our occupancy to strengthen our business and remain safe amidst a highly uncertain economic landscape,” said Michael Cooper, Chief Executive Officer of Dream Office REIT. “We closed the transaction of 438 University Ave during the quarter and sold our interest in a vendor take-back mortgage receivable in Calgary subsequent to the quarter to immediately reduce debt and increase liquidity. We have also successfully completed all of our refinancings in 2025 and improved both our overall in-place and committed occupancy rates. This quarter marked one of our highest leasing velocity quarters since the end of 2019 with the Trust executing leases totalling approximately 255,000 square feet across our portfolio. We look forward to continuing to increase our committed occupancy and net operating income over the course of 2025.

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In the midst of significant macro-economic and geopolitical uncertainties and ongoing challenges in the Canadian office real estate sector, the Trust remains committed to reducing risk and delivering stable operational and financial performance.

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We believe our portfolio is strategically located, difficult to replace and uniquely positioned for long-term outperformance. Over the past seven years, we have invested capital in our best buildings in downtown Toronto, and the renovations are now substantially complete. This has resulted in a uniquely competitive portfolio that is well-positioned to attract high-quality tenants.

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Relative to Q4 2024, our in-place occupancy increased from 77.5% to 78.4% and our in-place and committed occupancy rate increased slightly from 81.1% to 81.2%. The quarter-over-quarter increase of 0.9% in total portfolio in-place occupancy was primarily attributable to 47,000 square feet of positive absorption in Other markets. The quarter-over-quarter increase of 0.1% in total portfolio in-place and committed occupancy was primarily driven by a 0.4% increase in Toronto downtown due to positive leasing velocity during the quarter, partially offset by a decline of 0.5% in Other markets due to a net decrease in future leases committed in the region.

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Year-over-year, total portfolio in-place occupancy decreased from 79.3% in Q1 2024 to 78.4% in Q1 2025 and our in-place and committed occupancy declined from 83.5% in Q1 2024 to 81.2% in Q1 2025. The decrease in total portfolio in-place occupancy was due to a 3.7% decline in Toronto downtown in-place occupancy year-over-year, partially offset by a year-over-year 4.0% increase in in-place occupancy in Other markets. The decrease in in-place occupancy in Toronto downtown was primarily driven by the lease expiry at 74 Victoria Street in Q4 2024 (-4.9%) and the sale of 438 University Avenue in Q1 2025 (-1.0%), partially offset by positive absorption in the remainder of the region totalling 67,000 square feet (+2.0%) and the effect of the reclassification of the fully occupied 366 Bay Street to active properties in Q3 2024 (+0.2%). The increase in in-place occupancy in Other markets was primarily driven by positive absorption in the region of 78,000 square feet (+4.3%) and the positive effect of the sale of the Saskatoon parking lot in Q3 2024 (+0.1%), net of the negative impact of the reclassification of 606-4th Building & Barclay Parkade to properties under development in Q4 2024 (-0.4%). The year-over-year decrease in total portfolio in-place and committed occupancy of 2.3% was primarily driven by negative absorption in Toronto downtown, partially offset by positive absorption in Other markets for the same reasons noted above. In addition, the Trust has conditional leases or leases in advanced stages of negotiation at 74 Victoria Street in Toronto downtown totalling 50,000 square feet, which are not currently reflected in occupancy in the region.

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The Trust has 125,000 square feet of vacancy committed for future occupancy. In Toronto downtown, 74,000 square feet, or 2.6% of the region’s total gross leasable area, is scheduled to commence in 2025 at net rents 25.1% higher than prior net rents on the same space with a weighted average lease term of 8.2 years, while 46,000 square feet is scheduled to commence in 2026 at net rents 25.1% higher than prior net rents on the same space with a weighted average lease term of 11.7 years.

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In the Other markets region, 5,000 square feet, or 0.3% of the region’s total gross leasable area, is scheduled to commence in 2025 at net rents 70.4% higher than prior net rents on the same space with a weighted average lease term of 9.1 years.

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Q1 2025 has seen one of the highest leasing velocity quarters since the end of 2019 with the Trust executing leases totalling approximately 255,000 square feet across its portfolio. In Toronto downtown, the Trust executed 246,000 square feet of leases at a weighted average initial net rent of $30.18 per square foot, or 0.9% higher than the weighted average prior net rent per square foot on the same space, with a weighted average lease term of 8.5 years. In the Other markets region, comprising the Trust’s properties located in Calgary, Saskatoon, Regina, Mississauga, Scarborough and the United States (“U.S.”), the Trust executed leases totalling 9,000 square feet at a weighted average initial net rent of $19.04 per square foot, or 1.7% higher than the weighted average prior net rent per square foot on the same space, with a weighted average lease term of 11.0 years. Subsequent to March 31, 2025, the Trust executed a further 30,000 square feet of leases in Toronto downtown at a weighted average initial net rent of $27.41 per square foot, with a weighted average lease term of 5.3 years.

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REDEVELOPMENT PROJECTS UPDATE

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The development project at 606-4th Building & Barclay Parkade will convert the existing 126,000 square foot office building into a brand new 166-unit, purpose-built rental residential apartment building. Concurrently, the Trust is working to relocate the office tenants within 606-4th Building to the adjacent 444-7th Building. With apartment market vacancy at 4.6%(7) and office vacancy at 30.2%(8) in Calgary, this pivot in strategy will derisk the portfolio while unlocking value. In addition, this strategy will allow the Trust to improve the occupancy of 444-7th while creating a new residential rental building in downtown Calgary, thereby reducing the operational and financial risk of both buildings.

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In relation to the project, The Trust has entered into an agreement for a grant of up to $11 million from the City of Calgary for the residential conversion as part of their Calgary Downtown Development Strategy Incentive Program. On March 7, 2025, the Trust secured a non-revolving development facility of up to $64.3 million at an interest rate to be set at the time of the first drawdown but not to exceed the 10-year Government of Canada bond rate plus 0.40%. The Trust is currently in the process of finalizing a construction management contract following a market bid process and is also in discussions to potentially bring in a joint venture partner on the project to further reduce construction and balance sheet risk.

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The development project at 67 Richmond Street West comprises full modernizations of the property, including technical systems, interior lighting and elevators, along with enhanced common areas and larger floorplates.

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To date, we have spent $12.2 million on the project at 67 Richmond Street West, $6.3 million of which has been funded by the CIB Facility. As a result of the redevelopment, the Trust attracted Daphne restaurant, which has been awarded Best Upscale Restaurant by Hospitality Design, for the entire ground floor retail space for a term of ten years. In Q4 2024, the scope of the project at 67 Richmond Street West was expanded to include building out model suites for the remainder of the vacant space at the property to meet the current market demand for move-in ready space and reduce lease-up time.

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In 2024, the Trust implemented a model suite program to invest capital in nine identified suites, representing 56,000 square feet across four buildings within its portfolio to create move-in ready spaces, which has led to increased lease-up velocity in the completed suites. In increasing the scope at 67 Richmond Street West, the Trust plans to replicate this same strategy and anticipates that it will attract high-quality tenants to this building. With the expansion in project scope, 67 Richmond Street West is expected to be completed at the end of Q2 2025.

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FINANCING AND LIQUIDITY UPDATE

KEY FINANCIAL PERFORMANCE METRICS

As at

(unaudited)

March 31,

December 31,

2025

2024

Financing

Weighted average face rate of interest on debt (period-end)(9)

5.00%

4.75%

Interest coverage ratio (times)(10)

1.7

1.8

Net total debt-to-normalized adjusted EBITDAFV ratio (years)(11)

11.5

12.1

Level of debt (net total debt-to-net total assets)(12)

51.5%

52.9%

Average term to maturity on debt (years)

3.8

3.4

Liquidity

Cash and cash equivalents (in millions)

$

18.0

$

18.3

Cash and undrawn revolving credit facilities (in millions)(13)

70.8

56.5

Total liquidity (in millions)(14)

149.7

138.0

Capital (period-end)

Total number of REIT A and LP B units (in millions)(6)(15)

19.0

19.0

Net asset value (“NAV”) per unit(6)(16)

$

57.40

$

59.47

See footnotes at end.

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As at March 31, 2025, the Trust had $2.4 billion of total assets, including $2.2 billion of investment properties and $1.3 billion of total debt.

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During the quarter, the Trust amended and extended the maturity of its $375 million credit facility to September 30, 2027. The amended facility bears interest at the unadjusted one-month term CORRA plus 2.245% or at the bank’s prime rate plus 0.950% before sustainability-linked loan adjustments.

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On April 1, 2025, subsequent to the quarter, the Trust refinanced its last remaining 2025 debt maturity, a $30 million mortgage secured by a property in Toronto, Ontario. The refinanced mortgage totals $28 million and matures on April 1, 2028 bearing a floating interest rate based on daily CORRA. On April 21, 2025, the Trust entered into a fixed-for-variable interest rate swap to fix the interest rate on the mortgage at 5.26%.

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The Trust’s remaining 2026 debt maturities total $165.5 million across six mortgages. The Trust anticipates that it will be able to successfully address all of its 2026 debt expiries at or before maturity.

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As at March 31, 2025, the Trust had approximately $149.7 million of total liquidity(14), comprising cash and undrawn revolving credit facilities(13) of $70.8 million and additional liquidity related to undrawn amounts on our non-revolving term loan facility pertaining to the 15-year lease at 366 Bay Street totalling $0.4 million and undrawn amounts on our CIB Facility of $78.4 million, which provides low-cost, fixed-rate financing solely for the purpose of commercial property retrofits to achieve certain energy efficiency savings and greenhouse gas (“GHG”) emission reductions. Cash and undrawn revolving credit facilities(13) of $70.8 million comprises $18.0 million of cash and cash equivalents and undrawn revolving credit facilities totalling $52.8 million.

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During Q1 2025, the Trust drew $2.6 million against the CIB Facility. In total, we have drawn $34.5 million against the CIB Facility since 2022. These draws represent 80% of the costs to date for capital retrofits at certain properties in Toronto downtown for projects to reduce the operational carbon emissions in these buildings. Of the $34.5 million drawn on the CIB Facility, $8.8 million was used to fund the full building retrofit of 366 Bay Street to secure a full building lease for a term of 15 years.

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On February 24, 2025, the Trust completed the sale of 438 University Avenue in Toronto, Ontario, for gross proceeds of $105.6 million, or approximately $327 per square foot, before adjustments and transaction costs. As previously disclosed, the transaction offered incremental benefits estimated to represent a value of over $20 million or $62 per square foot to the Trust. In connection with the sale, the Trust used the proceeds to repay the $68.9 million property mortgage outstanding and the balance of the proceeds was used to pay down the corporate credit facility.

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On March 24, 2025, the Trust converted 5,893,083 Dream Industrial LP Class B limited partnership units to Dream Industrial REIT units. Subsequently, on March 27, 2025, the Trust completed the sale of 1,900,000 Dream Industrial REIT units for net proceeds of $21.4 million, or $11.27 per unit, after transaction costs and fees. Subsequent to the quarter, the Trust sold an additional 3,993,083 Dream Industrial REIT units, representing the remainder of the converted units from March 24, 2025 for total net proceeds of $40.4 million, or $10.13 per unit, after transaction costs and fees. The proceeds from both sales were used to pay down the Trust’s corporate credit facility with the intent to improve liquidity and reduce the Trust’s leverage.

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On April 3, 2025, subsequent to the quarter, the Trust sold a vendor take-back (“VTB”) mortgage receivable originating from a property sale in 2018 to a purchaser for $15 million before transaction costs. The proceeds of the sale were used to repay the corporate credit facility.

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Over the course of 2024 and 2025 the Trust has crystallized certain tax losses from corporate reorganizations and the sale of the VTB mortgage that substantially offset the capital gains generated as a result of the conversion and sale of the Dream Industrial REIT units leading to a net neutral taxable income effect arising from these transactions.

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SUMMARY OF KEY PERFORMANCE INDICATORS

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  • Net loss for the quarter: For the three months ended March 31, 2025, the Trust generated a net loss of $33.2 million. Included in net loss for the three months ended March 31, 2025 are negative fair value adjustments to investment properties totalling $18.8 million across the portfolio, interest expense on debt of $16.4 million, a net loss from our investment in Dream Industrial REIT of $8.2 million due to the effect of unit sales over the quarter and negative fair value adjustments to financial instruments totalling $6.1 million primarily due to fair value losses on rate swap contracts as a result of declining market yield curves, partially offset by net rental income totalling $25.0 million.

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  • Diluted FFO per unit(5)(6) for the quarter: For the three months ended March 31, 2025, diluted FFO per unit decreased by $0.05 per unit to $0.68 per unit relative to $0.73 per unit in Q1 2024, driven by lower NOI due to the sale of 438 University Avenue partway through Q1 (-$0.07), higher interest expense (-$0.05) and higher tenant provisions (-$0.01), partially offset by higher straight-line rent from free-rent periods (+$0.02), higher income from the completed development at 366 Bay Street in Toronto (+$0.02), other cash income included in net rental income (+$0.02), higher income from properties under development (+$0.01) and higher FFO from Dream Industrial REIT (+$0.01).

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  • Net rental income for the quarter: For the three months ended March 31, 2025, net rental income decreased by 1.8%, or $0.5 million, over the prior year comparative quarter, primarily due to lower income from sold properties relating to the sale of 438 University Avenue in February 2025.

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  • Comparative properties NOI(4) for the quarter: For the three months ended March 31, 2025, comparative properties NOI increased slightly by 0.2%, or $40 thousand, over the prior year comparative quarter, as higher in-place rents in Toronto downtown from rent step-ups and higher rates on new leases, as well as higher weighted average occupancy, higher parking income and lower non-recoverable expenses in Other markets were offset by the lease expiry at 74 Victoria Street in Toronto downtown.

    For the three months ended March 31, 2025, comparative properties NOI in Toronto downtown decreased slightly by 0.4%, or $0.1 million, over the prior year comparative quarter, primarily due to lower weighted average occupancy in the region driven by the 206,000 square foot lease expiry at 74 Victoria Street in October 2024, offset by higher in-place rents from rent step-ups and free rent periods rolling off and higher occupancy at other properties from new lease commencements.

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  • In-place occupancy: Total portfolio in-place occupancy on a quarter-over-quarter basis increased by 0.9% relative to Q4 2024. In the Other markets region, in-place occupancy increased by 2.7% relative to Q4 2024 as 52,000 square feet of new lease commencements were partially offset by 5,000 square feet of expiries. In Toronto downtown, in-place occupancy decreased slightly by 0.2% relative to Q4 2024 as 92,000 square feet of expiries were partially offset by 31,000 square feet of renewals and 60,000 square feet of new lease commencements.

    Total portfolio in-place occupancy on a year-over-year basis decreased from 79.3% in Q1 2024 to 78.4% this quarter, as in-place occupancy in Toronto downtown declined by 3.7% year-over-year and was partially offset by an increase in in-place occupancy in Other markets of 4.0% year-over-year. The decrease in in-place occupancy in Toronto downtown was primarily driven by the lease expiry at 74 Victoria Street in Q4 2024 (-4.9%) and the sale of 438 University Avenue in Q1 2025 (-1.0%), partially offset by positive absorption in the remainder of the region totalling 67,000 square feet (+2.0%) and the effect of the reclassification of the fully occupied 366 Bay Street to active properties in Q3 2024 (+0.2%). The increase in in-place occupancy in Other markets was primarily driven by positive absorption in the region of 78,000 square feet (+4.3%) and the impact of the sale of the Saskatoon parking lot in Q3 2024 (+0.1%), net of the negative impact of the reclassification of 606-4th Building & Barclay Parkade to properties under development in Q4 2024 (-0.4%).

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  • Lease commencements for the quarter: For the three months ended March 31, 2025, excluding temporary leasing, 83,000 square feet of leases commenced in Toronto downtown at net rents of $27.09 per square foot, or 47.3% higher compared to the previous rent on the same space with a weighted average lease term of 4.2 years. In the Other markets region, 44,000 square feet of leases commenced at $12.23 per square foot, or 27.2% lower than the previous rent on the same space as current rates rolled down to market with a weighted average lease term of 12.8 years.

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  • NAV per unit(6)(16): As at March 31, 2025, our NAV per unit decreased to $57.40 compared to $59.47 at December 31, 2024. The decrease in NAV per unit relative to December 31, 2024 was driven by fair value losses on investment properties primarily due to changes in assumptions and maintenance capital and leasing costs write-offs in both regions, impairment recognized on a VTB mortgage receivable, the sale of 1,900,000 Dream Industrial REIT units below carrying value, as well as fair value losses on interest rate swap contracts, partially offset by cash flow retention (FFO net of distributions). As at March 31, 2025, equity per the condensed consolidated financial statements was $1.0 billion.

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  • Fair value adjustments to investment properties for the quarter: For the three months ended March 31, 2025, the Trust recorded a fair value loss totalling $15.8 million, comprising fair value losses of $7.5 million in Toronto downtown, $5.3 million in Other markets and $3.0 million in our properties under development. Fair value losses in Toronto downtown were primarily driven by write-downs at a few properties due to expansions in cap rates and write-offs of maintenance capital spend, partially offset by increases in in-place market rents at certain properties. Fair value losses in the Other markets region were primarily driven by a write-down at one property resulting from a change in valuation assumptions.

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  • Fair value adjustments to financial instruments: For the three months ended March 31, 2025, the Trust recorded fair value losses of $6.1 million. Fair value losses in the current quarter consisted of fair value losses of $6.1 from remeasurements on rate swap contracts and $0.2 million in losses from the remeasurement of DTUs, offset by fair value gains from the remeasurement of the carrying value of subsidiary redeemable units of $0.2 million as a result of a decrease in the Trust’s unit price relative to December 31, 2024.

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ANNUAL MEETING OF UNITHOLDERS

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Dream Office REIT welcomes its investors to its annual meeting of unitholders at the TMX Market Centre, 120 Adelaide Street West, Toronto, Ontario M5H 1S3 on Tuesday, June 3, 2025 at 12:00 p.m. (ET). The audio webcast and digital replay can be accessed by going to www.dreamofficereit.ca, clicking on news and events and selecting events.

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OTHER INFORMATION

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Information appearing in this press release is a selected summary of results. The condensed consolidated financial statements and Management’s Discussion and Analysis (“MD&A”) of the Trust are available at www.dreamofficereit.ca and on www.sedarplus.com.

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Dream Office REIT is an unincorporated, open-ended real estate investment trust. Dream Office REIT is a premier office landlord in downtown Toronto with over 3.5 million square feet owned and managed. We have carefully curated an investment portfolio of high-quality assets in irreplaceable locations in one of the finest office markets in the world. For more information, please visit our website at www.dreamofficereit.ca.

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FOOTNOTES

(1)

Excludes properties held for sale and investments in joint ventures that are equity accounted at the end of each period.

(2)

Excludes properties under development, properties held for sale and investments in joint ventures that are equity accounted at the end of each period.

(3)

FFO is a non-GAAP financial measure. The most directly comparable financial measure to FFO is net income. The tables included in the Appendices section of this press release reconcile FFO for the three months ended March 31, 2025 and March 31, 2024 to net income. FFO is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP financial measure please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

(4)

Comparative properties NOI is a non-GAAP financial measure. The most directly comparable financial measure to comparative properties NOI is net rental income. The tables included in the Appendices section of this press release reconcile comparative properties NOI for the three months ended March 31, 2025 and March 31, 2024 to net rental income. Comparative properties NOI is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP financial measure, please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

(5)

Diluted FFO per unit is a non-GAAP ratio. Diluted FFO per unit is calculated as FFO (a non-GAAP financial measure) divided by diluted weighted average number of units. Diluted FFO per unit is not a standardized financial measure under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP ratio, please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release. A description of the determination of the diluted weighted average number of units can be found in the management’s discussion and analysis of the financial condition and results of operations of the Trust for the three months and year ended December 31, 2024, dated May 8, 2025 (the “MD&A for the first quarter of 2025”) in the section “Supplementary Financial Measures and Other Disclosures” under the heading “Weighted average number of units”.

(6)

On February 22, 2024, the Trust implemented the Unit Consolidation of all the issued and outstanding REIT Units, Series A, REIT Units, Series B, Special Trust Units and subsidiary redeemable units on the basis of one (1) post-consolidation unit for every two (2) pre-consolidation units. All unit and per-unit amounts disclosed reflect the post-Unit Consolidation units for all periods presented.

(7)

CMHC Rental Market Survey.

(8)

CBRE Canada Office Figures Q1 2025.

(9)

Weighted average face rate of interest on debt is calculated as the weighted average face rate of all interest-bearing debt balances excluding debt in joint ventures that are equity accounted.

(10)

Interest coverage ratio (times) is a non-GAAP ratio. Interest coverage ratio comprises trailing 12-month adjusted EBITDAFV divided by trailing 12-month interest expense on debt. Adjusted EBITDAFV, trailing 12-month adjusted EBITDAFV and trailing 12-month interest expense on debt are non-GAAP measures. The tables in the Appendices section reconcile adjusted EBITDAFV to net income for the three months ended March 31, 2025 and March 31, 2024 and for the year ended December 31, 2024 and trailing 12-month adjusted EBITDAFV and trailing 12-month interest expense on debt to adjusted EBITDAFV and interest expense on debt, respectively, for the trailing 12-month period ended March 31, 2025. Interest coverage ratio (times), adjusted EBITDAFV, trailing 12-month adjusted EBITDAFV and trailing 12-month interest expense on debt are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP ratio and these non-GAAP financial measures, please refer to the statements under the heading “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures” in this press release.

(11)

Net total debt-to-normalized adjusted EBITDAFV ratio (years) is a non-GAAP ratio. Net total debt-to-normalized adjusted EBITDAFV comprises net total debt (a non-GAAP financial measure) divided by normalized adjusted EBITDAFV (a non-GAAP financial measure). Normalized adjusted EBITDAFV comprises adjusted EBITDAFV (a non-GAAP financial measure) adjusted for NOI from sold properties in the quarter. Net total debt-to-normalized adjusted EBITDAFV ratio (years) and net total debt are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP ratio and these non-GAAP financial measures, please refer to the statements under the heading “Non-GAAP Financial Measures and Ratios and Supplementary Financial Measures” in this press release.

(12)

Level of debt (net total debt-to-net total assets) is a non-GAAP ratio. Net total debt-to-net total assets comprises net total debt (a non-GAAP financial measure) divided by net total assets (a non-GAAP financial measure). The tables in the Appendices section reconcile net total debt and net total assets to total debt and total assets, the most directly comparable financial measures to these non-GAAP financial measures, respectively, as at March 31, 2025 and December 31, 2024. Level of debt (net total debt-to-net total assets) and net total debt-to-net total assets are not standardized financial measures under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP ratio and these non-GAAP financial measures, please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

(13)

Cash and undrawn revolving credit facilities is a non-GAAP financial measure. The most directly comparable financial measure to cash and undrawn credit facilities is cash and cash equivalents. The tables included in the Appendices section of this press release reconcile cash and undrawn revolving credit facilities to cash and cash equivalents as at March 31, 2025 and December 31, 2024. Cash and undrawn revolving credit facilities is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP financial measure please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

(14)

Total liquidity is a non-GAAP financial measure. The most directly comparable financial measure to total liquidity is cash and cash equivalents. The tables included in the Appendices section of this press release reconcile total liquidity to cash and cash equivalents as at March 31, 2025 and December 31, 2024. Total liquidity is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP financial measure please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

(15)

Total number of REIT A and LP B units includes 2.6 million LP B Units which are classified as a liability under IFRS Accounting Standards.

(16)

NAV per unit is a non-GAAP ratio. NAV per unit is calculated as Total equity (including subsidiary redeemable units) (a non-GAAP financial measure) divided by the total number of REIT A and LP B units outstanding at the end of the period. Total equity (including subsidiary redeemable units) is a non-GAAP measure. The most directly comparable financial measure to total equity (including subsidiary redeemable units) is total equity. The tables included in the Appendices section of this press release reconcile total equity (including subsidiary redeemable units) to total equity as at March 31, 2025 and December 31, 2024. NAV per unit is not a standardized financial measure under IFRS and might not be comparable to similar financial measures disclosed by other issuers. For further information on this non-GAAP financial measure please refer to the statements under the heading “Non-GAAP Financial Measures, Ratios and Supplementary Financial Measures” in this press release.

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NON-GAAP FINANCIAL MEASURES, RATIOS AND SUPPLEMENTARY FINANCIAL MEASURES

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The Trust’s condensed consolidated financial statements are prepared in accordance with International Financial Reporting Accounting Standards as issued by the International Accounting Standards Board (“IFRS Accounting Standards”). In this press release, as a complement to results provided in accordance with IFRS Accounting Standards, the Trust discloses and discusses certain non-GAAP financial measures, including FFO, comparative properties NOI, cash and undrawn revolving credit facilities, total liquidity, adjusted EBITDAFV, trailing 12-month adjusted EBITDAFV, trailing 12-month interest expense on debt, net total debt, net total assets, normalized adjusted EBITDAFV – annualized and total equity (including subsidiary redeemable units) and non-GAAP ratios, including diluted FFO per unit, level of debt (net total debt-to-net total assets), interest coverage ratio, net total debt-to-normalized adjusted EBITDAFV and NAV per unit, as well as other measures discussed elsewhere in this release. These non-GAAP financial measures and ratios are not standardized financial measures under IFRS Accounting Standards and might not be comparable to similar financial measures disclosed by other issuers. The Trust has presented such non-GAAP financial measures and non-GAAP ratios as Management believes they are relevant measures of the Trust’s underlying operating and financial performance. Certain additional disclosures such as the composition, usefulness and changes, as applicable, of the non-GAAP financial measures and ratios included in this press release are expressly incorporated by reference from the MD&A for the first quarter of 2025 and can be found under the section “Non-GAAP Financial Measures and Ratios” and respective sub-headings labelled “Funds from operations and diluted FFO per unit”, “Comparative properties NOI”, “Level of debt (net total debt-to-net total assets)”, “Net total debt-to-normalized adjusted EBITDAFV ratio (years)”, “Interest coverage ratio (times)”, “Available liquidity”, “Total equity (including subsidiary redeemable units)”, “Adjusted earnings before interest, taxes, depreciation, amortization and fair value adjustments (“adjusted EBITDAFV”)”, “Trailing 12-month Adjusted EBITDAFV and trailing 12-month interest expense on debt”, and “NAV per Unit”. The MD&A for the first quarter of 2025 is available on SEDAR+ at www.sedarplus.com under the Trust’s profile and on the Trust’s website at www.dreamofficereit.ca under the Investors section. Non-GAAP financial measures should not be considered as alternatives to net income, net rental income, cash flows generated from (utilized in) operating activities, cash and cash equivalents, total assets, non-current debt, total equity, or comparable metrics determined in accordance with IFRS Accounting Standards as indicators of the Trust’s performance, liquidity, leverage, cash flow, and profitability. Reconciliations for FFO, comparative properties NOI, available liquidity, adjusted EBITDA, and total equity (including subsidiary redeemable units) to the nearest comparable IFRS Accounting Standards measure are contained at the end of this press release.

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FORWARD-LOOKING INFORMATION

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This press release may contain forward-looking information within the meaning of applicable securities legislation, including, but not limited to statements regarding our objectives and strategies to achieve those objectives; statements regarding the value and quality of our portfolio, the effect of the Trust’s leasing strategy on the return on invested capital, occupancy at our buildings, property value, cash flows, liquidity and refinancing value; our strategies to reduce risk and improve the value of individual assets within the portfolio; the Trust’s focus on delivering stable operational and financial performance by reducing risk, improving liquidity and increasing occupancy as demonstrated through the plan to convert 606-4th Ave and the focus on leasing 74 Victoria Street; future increases in committed occupancy and net operating income; the effect of portfolio positioning on long-term performance; the effect of portfolio renovations on portfolio competitiveness, tenant demand and tenant quality; the effect of building improvements on tenant experience and building quality and performance and higher rents; our ability to complete leases that are conditional or in an advanced stage of negotiation; our development, redevelopment, renovation and intensification plans, including timelines, square footage, our ability to lease properties under development and other project characteristics, including in respect of 67 Richmond Street West and 606-4th building; the profitability and value of contemplated development projects; the effect of redevelopment projects on leasing risk, income diversity, portfolio quality, portfolio risk and portfolio value; the effect of contemplated development projects on building operational and financial risk; market demand for modernized space and the effect of model suites on leasing demand, leasing timelines and tenant quality at 67 Richmond Street West; our future capital requirements and cost to complete development projects; the potential to find joint venture partners for contemplated developments and the effect of such joint ventures on construction and balance sheet risk; our plans to secure a construction management contract for the development project at 606-4th building; the expectation that we will be able to use our CIB Facility to fund development costs for certain projects; our ability to increase building performance and achieve certain energy efficiency and greenhouse gas reduction goals, including in respect of specific properties and of retrofits made in connection with the CIB Facility; expectations regarding our financing undertakings, including our ability to address future debt maturities; capital allocation, investments and expected benefits; the use of proceeds from dispositions and the effect of those uses on leverage and liquidity; prospective leasing activity, including with respect to our strategy to attract future potential tenants at 67 Richmond Street West; the safety of our business; and our overall financial performance, profitability, value, safety and liquidity for future periods and years. Forward-looking statements generally can be identified by words such as “outlook”, “objective”, “may”, “will”, “would”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “could”, “likely”, “plan”, “project”, “budget”, “continue” or similar expressions suggesting future outcomes or events. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dream Office REIT’s control, which could cause actual results to differ materially from those that are disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general and local economic and business conditions, including in respect of real estate; mortgage and interest rates and regulations; inflation; risks related to a potential economic slowdown in certain of the jurisdictions in which we operate and the effect inflation and any such economic slowdown may have on market conditions and lease rates; risks associated with unexpected or ongoing geopolitical events, including disputes between nations, war, terrorism or other acts of violence; the uncertainties around the availability, timing and amount of future equity and debt financings; development risks including construction costs, project timings and the availability of labour; NOI from development properties on completion; the impact of duties, tariffs and other trade restrictions on the Trust; the effect of government restrictions on leasing and building traffic; the ability of the Trust and its tenants to access government programs; the financial condition of tenants and borrowers; employment levels; the uncertainties around the timing and amount of future financings; leasing risks, including those associated with the ability to lease vacant space and properties under development; rental rates on future leasing; and interest and currency rate fluctuations.

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Our objectives and forward-looking statements are based on certain assumptions, which include but are not limited to: that the general economy remains stable; our interest costs will be relatively low and stable; that we will have the ability to refinance our debts as they mature; inflation and interest rates will not materially increase beyond current market expectations; conditions within the real estate market remain consistent; the timing and extent of current and prospective tenants’ return to the office; our future projects and plans will proceed as anticipated; that government restrictions on the ability of us and our tenants to operate their businesses at our properties will not be imposed in any material respects; competition for acquisitions remains consistent with the current climate; and that the capital markets continue to provide ready access to equity and/or debt to fund our future projects and plans. All forward-looking information in this press release speaks as of the date of this press release. Dream Office REIT does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise except as required by law.

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Additional information about these assumptions and risks and uncertainties is contained in Dream Office REIT’s filings with securities regulators, including its latest annual information form and MD&A. These filings are also available at Dream Office REIT’s website at www.dreamofficereit.ca.

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APPENDICES

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Funds from operations and diluted FFO per unit

Three months ended March 31,

2025

2024

Net income (loss) for the period

$

(33,183)

$

11,866

Add (deduct):

Net loss (income) from investment in Dream Industrial REIT

8,220

(3,054)

Share of FFO from investment in Dream Industrial REIT

3,435

3,268

Depreciation and amortization

3,327

3,038

Costs attributable to sale of investment properties

2,727

30

Interest expense on subsidiary redeemable units

654

872

Fair value adjustments to investment properties

18,783

17,293

Fair value adjustments to investment properties held in joint ventures

(2)

(11)

Fair value adjustments to financial instruments and DUIP included in G&A expenses

6,001

(19,890)

Internal leasing costs

420

574

Principal repayments on finance lease liabilities

(15)

(14)

Enterprise resource planning software upgrade costs included in G&A expenses

17

Deferred income taxes expense

99

134

Impairment of VTB mortgage receivable

2,278

Debt settlement costs due to disposal of investment properties, net

515

FFO for the period

$

13,276

$

14,106

Diluted weighted average number of units(1)

19,565

19,410

Diluted FFO per unit(1)

$

0.68

$

0.73

(1) On February 22, 2024, the Trust implemented the Unit Consolidation of all the issued and outstanding REIT Units, Series A, REIT Units, Series B, Special Trust Units and subsidiary redeemable units on the basis of one (1) post-consolidation unit for every two (2) pre-consolidation units. All unit and per unit amounts disclosed reflect the post-Unit Consolidation units for all periods presented.

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Comparative properties NOI

Three months ended

Change in
weighted average
occupancy %

Change in
in-place
net rents %

March 31,

March 31,

Change

2025

2024

Amount

%

Toronto downtown

$

18,899

$

18,979

$

(80)

(0.4)

(3.5)

2.5

Other markets

6,066

5,946

120

2.0

3.1

(4.5)

Comparative properties NOI

24,965

24,925

40

0.2

(1.0)

(0.1)

366 Bay Street, Toronto

357

2

355

Properties under development

846

723

123

Property management and other service fees

533

408

125

Lease termination fees and other

331

3

328

Change in provisions

(164)

(50)

(114)

Straight-line rent

494

186

308

Amortization of lease incentives

(3,316)

(3,010)

(306)

Sold properties

955

2,266

(1,311)

Net rental income

$

25,001

$

25,453

$

(452)

(1.8)

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Adjusted EBITDAFV

Three months ended

Year ended

March 31,

March 31,

December 31,

2025

2024

2024

Net income (loss) for the period

$

(33,183)

$

11,866

$

(104,934)

Add (deduct):

Interest – debt

16,351

15,422

65,051

Interest – subsidiary redeemable units

654

872

2,835

Current and deferred income taxes expense (recovery), net

124

157

(2,290)

Depreciation on property and equipment

1

22

121

Fair value adjustments to investment properties

18,783

17,293

114,589

Fair value adjustments to financial instruments

6,114

(19,674)

221

Net loss (income) from investment in Dream Industrial REIT

8,220

(3,054)

(10,425)

Distributions earned from Dream Industrial REIT

2,258

2,369

9,477

Share of net loss (income) from investment in joint ventures

150

171

(336)

Non-cash items included in investment properties revenue(1)

2,822

2,824

9,122

Change in provisions

164

50

230

Lease termination fees and other

(331)

(3)

(1,202)

Impairment of VTB mortgage receivable

2,278

29,199

Internal leasing costs and net losses on transactions

3,662

604

3,122

Adjusted EBITDAFV for the period

$

28,067

$

28,919

$

114,780

(1) Includes adjustments for straight-line rent and amortization of lease incentives.

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Trailing 12-month adjusted EBITDAFV and trailing 12-month interest expense on debt

Trailing 12-month period

ended March 31, 2025

Adjusted EBITDAFV for the three months ended March 31, 2025

$

28,067

Add: Adjusted EBITDAFV for the year ended December 31, 2024

114,780

Less: Adjusted EBITDAFV for the three months ended March 31, 2024

(28,919)

Trailing 12-month adjusted EBITDAFV

$

113,928

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Trailing 12-month period

ended March 31, 2025

Interest expense on debt for the three months ended March 31, 2025

$

16,351

Add: Interest expense on debt for the year ended December 31, 2024

65,051

Less: Interest expense on debt for the three months ended March 31, 2024

(15,422)

Trailing 12-month interest expense on debt

$

65,980

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Interest coverage ratio (times)

For the trailing 12-month period ended

March 31,

December 31,

2025

2024

Trailing 12-month adjusted EBITDAFV

$

113,928

$

114,780

Trailing 12-month interest expense on debt

$

65,980

$

65,051

Interest coverage ratio (times)

1.7

1.8

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Level of debt (net total debt-to-net total assets)

Amounts included in condensed
consolidated financial statements

March 31,

December 31,

2025

2024

Non-current debt

$

1,219,746

$

956,076

Current debt

43,074

351,538

Total debt

1,262,820

1,307,614

Add: Debt related to assets held for sale

68,887

Less: Cash on hand(1)

(17,324)

(17,545)

Net total debt

$

1,245,496

$

1,358,956

Total assets

2,437,215

2,584,927

Less: Cash on hand(1)

(17,324)

(17,545)

Net total assets

$

2,419,891

$

2,567,382

Net total debt-to-net total assets

51.5%

52.9%

(1) Cash on hand represents cash on hand at period-end, excluding cash held in co-owned properties and joint ventures that are equity accounted.

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Cash and undrawn revolving credit facilities and total liquidity

As at

March 31,

December 31,

2025

2024

Cash and cash equivalents

$

18,047

$

18,268

Undrawn revolving credit facilities

52,788

38,243

Cash and undrawn revolving credit facilities

70,835

56,511

Undrawn CIB Facility

78,402

81,029

Undrawn non-revolving term loan facility

428

428

Total liquidity

$

149,665

$

137,968

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Net total debt-to-normalized adjusted EBITDAFV ratio (years)

March 31,

December 31,

2025

2024

Non-current debt

$

1,219,746

$

956,076

Current debt

43,074

351,538

Total debt

1,262,820

1,307,614

Add: Debt related to assets held for sale

68,887

Less: Cash on hand(1)

(17,324)

(17,545)

Net total debt

$

1,245,496

$

1,358,956

Adjusted EBITDAFV – quarterly

28,067

28,691

Less: NOI of disposed properties for the quarter

(955)

(635)

Normalized adjusted EBITDAFV – quarterly

$

27,112

$

28,056

Normalized adjusted EBITDAFV – annualized

$

108,448

$

112,224

Net total debt-to-normalized adjusted EBITDAFV ratio (years)

11.5

12.1

(1) Cash on hand represents cash on hand at period-end, excluding cash held in co-owned properties and joint ventures that are equity accounted.

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Total equity (including subsidiary redeemable units) and NAV per unit

Unitholders’ equity

March 31, 2025

December 31, 2024

Number of units

Amount

Number of units(1)

Amount

Unitholders’ equity

16,360,972

$

1,837,869

16,337,348

$

1,837,446

Deficit

(802,055)

(764,786)

Accumulated other comprehensive income

7,016

7,863

Equity per condensed consolidated financial statements

16,360,972

1,042,830

16,337,348

1,080,523

Add: Subsidiary redeemable units

2,616,911

46,555

2,616,911

46,738

Total equity (including subsidiary redeemable units)

18,977,883

$

1,089,385

18,954,259

$

1,127,261

NAV per unit(1)

$

57.40

$

59.47

(1) On February 22, 2024, the Trust implemented the Unit Consolidation of all the issued and outstanding REIT Units, Series A, REIT Units, Series B, Special Trust Units and subsidiary redeemable units on the basis of one (1) post-consolidation unit for every two (2) pre-consolidation units. All unit and per unit amounts disclosed reflect the post-Unit Consolidation units for all periods presented.

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Contacts

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Michael J. Cooper
Chairman and Chief Executive Officer
(416) 365-5145
[email protected]

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Jay Jiang
Chief Financial Officer
(416) 365-6638
[email protected]

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