Automotive Properties REIT Investor Presentation January 2017 - - PowerPoint PPT Presentation

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Automotive Properties REIT Investor Presentation January 2017 - - PowerPoint PPT Presentation

Automotive Properties REIT Investor Presentation January 2017 DISCLAIMER FORWARD-LOOKING STATEMENTS Certain statements contained in this presentation constitute forward-looking information within the meaning of securities laws. Forward-looking


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SLIDE 1

Automotive Properties REIT

Investor Presentation

January 2017

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SLIDE 2

DISCLAIMER

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FORWARD-LOOKING STATEMENTS Certain statements contained in this presentation constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the REIT’s future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate or automotive dealership industry are forward-looking

  • statements. The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may

affect its financial condition, results of operations, business strategy and financial needs, including that the Canadian economy will remain stable over the next 12 months, that inflation will remain relatively low, that interest rates will remain stable, that tax laws remain unchanged, that conditions within the automotive dealership real estate industry and the automotive dealership industry generally, including competition for acquisitions, will be consistent with the current climate, that the Canadian capital markets will provide the REIT with access to equity and/or debt at reasonable rates when required and that the Dilawri Organization will continue its involvement with the REIT. Although the forward-looking statements contained in this presentation are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT’s control, that may cause the REIT’s or the industry’s actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. The forward-looking statements made in this presentation relate only to events or information as of the date of this presentation. Except as required by law, the REIT and Dilawri undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Please refer to “Forward-Looking Statements” in the REIT’s regulatory filings. NON-IFRS MEASURES This presentation makes reference to certain non-IFRS measures. Funds from operations (‘‘FFO’’), adjusted funds from operations (‘‘AFFO’’), net operating income (‘‘NOI’’) and cash net operating income (‘‘Cash NOI’’) are key measures of performance used by real estate businesses. However, such measures are not defined by IFRS and do not have standardized meanings prescribed by IFRS. The REIT believes that AFFO is an important measure of economic performance and is indicative of the REIT’s ability to pay distributions, while FFO, NOI and Cash NOI are important measures of operating performance and the performance of real estate properties. The IFRS measurement most directly comparable to FFO, AFFO, NOI and Cash NOI is net income. Please refer to “Non-IFRS Measures” in the REIT’s regulatory filings.

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SLIDE 3

REIT OVERVIEW

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PORTFOLIO WELL-POSITIONED TO GENERATE A RELIABLE STREAM OF CASH DISTRIBUTIONS

  • Canada’s only public vehicle focused on consolidating automotive dealership real estate

properties

  • High-quality portfolio of strategically located dealership properties across Canada, representing

29 global manufacturers / brands

  • Long-term, triple-net leases with fixed rent escalators provide stable, predictable cash flows
  • Strong, independent board and REIT-friendly management agreement (fixed fee for forecast

period and cost-recovery thereafter, no termination fee, no acquisition fees)

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SLIDE 4

CAPITAL MARKET PROFILE

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IPO: July 2015 / TSX: APR.UN Market capitalization: ~ $235 million1 REIT Units outstanding: 11.96 million Class B LP Units: 9.93 million Monthly distribution per unit: $0.067 ($0.80 annualized) Recent Unit Price: $10.80² Distribution yield: ~7.5%² 52-week high / low²: $11.10 / $8.29 Q3 2016 AFFO payout ratio: 85.2% Public ownership at IPO: 55% institutional Sept 2016 Offering: 77% institutional Analyst Coverage:

(1) Includes Class B Units (2) As at Jan. 3, 2017

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SLIDE 5

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  • Modern, best-in-class dealerships
  • 32 properties, 49 rental buildings on > 100 acres
  • ~ 1.3 million square feet of Gross Leasable Area (“GLA”)

GROWTH DRIVERS: PORTFOLIO EXPANSION AND RENT INCREASES

PORTFOLIO OVERVIEW

GVA Calgary Regina Edmonton GTA Montréal

  • 6 accretive acquisitions since IPO
  • Acquisitions enhance tenant, brand and

geographic diversification

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SLIDE 6

# of REIT Locations 6 2 3 3 3 2 2 3 2 1 2 10

PORTFOLIO DIVERSIFICATION1

6 Other

By GLA By Cash NOI PROPERTIES BENEFIT FROM PRIME LOCATIONS IN STRATEGIC URBAN MARKETS, AND BROAD DIVERSIFICATION OF INDUSTRY-LEADING BRANDS Manufacturer / Brand (By % of Dealership Rent)

GVA 14%

GVA 13% Calgary 16% Regina 16% Montreal 4% Edmonton 4% GTA & Barrie 47% GVA 18% Calgary 14% Regina 13% Montreal 2% Edmonton 5% GTA & Barrie 48% 16.7% 10.9% 10.9% 10.7% 7.8% 6.9% 4.4% 4.2% 3.8% 3.6% 3.2% 16.9%

(1) As at September 30, 2016. Does not include include the impact of the Audi / Volkswagen and Mercedes-Benz West Island dealership property acquisitions, which

  • ccurred subsequent to Q3 2016
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SLIDE 7

Asia 54% Europe 38% North America 8%

MANUFACTURER AND BRAND DIVERSIFICATION1

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Brands by Market Segment (% of Cash NOI from Dealership Properties) Manufacturers by Region (% of Cash NOI from Dealership Properties)

STRONG MIX OF LUXURY AND MASS MARKET BRANDS

(4) (2)

(1) As at September 30, 2016. Does not include the impact of the Audi / Volkswagen and Mercedes-Benz West Island property acquisitions, which occurred subsequent to Q3 2016 (2) Mass Market segment includes: Chrysler, Ford, General Motors, Kia, Nissan (including Nissan Infiniti), Honda, Hyundai, Mazda, Mitsubishi, Toyota and Volkswagen. (3) Luxury segment includes: Acura, Audi, BMW and Infiniti. (4) Ultra-Luxury segment includes: Aston Martin, Bentley, Lamborghini, Land Rover, Lincoln, Porsche, Maserati, McLaren and Mercedes-Benz.

Mass Market 54% Luxury 33% Ultra- Luxury 13%

(4) (2) (3)

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SLIDE 8
  • 61 franchised automotive dealerships,

representing 30 brands

  • Presence in QC, ON, SK, AB, BC
  • REIT has the first right to acquire from

Dilawri development and acquisition pipeline

  • Over the last five years, Dilawri has, on

average opened or acquired five new automotive dealerships per year, including two to three automotive dealership properties

$930 $1,016 $1,324 $1,641 $2,000

2011 2012 2013 2014 2015

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ALIGNMENT OF INTERESTS THROUGH DILAWRI’S ~45% EFFECTIVE OWNERSHIP INTEREST IN THE REIT

Dilawri 5-Year Historical Revenues ($millions)

EBITDAR $58 $65 $81 $100 $108

STRONG LEAD TENANT

CAGR of ~17%

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SLIDE 9

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RELIABLE LONG-TERM CASH FLOW, WITH CONTRACTED, LONG-TERM RENTAL INCOME GROWTH AND NO LEASE EXPIRATIONS UNTIL 2026

LEASING PROFILE

  • Triple-net leases
  • 30 of 32 leases indemnified by Dilawri

Group

  • 2015 EBITDAR to rent coverage ratio
  • f 3.4x
  • Weighted average term of ~ 13.4 years
  • Fixed 1.5% annual rent escalator for 30
  • f 32 properties over the next 11 – 19 years
  • +1.5% in rent = +2.4% in AFFO

Lease Maturity Schedule

$1.5 $2.2 $1.9 $3.2 $4.8 $4.6 $4.8 $1.4 $1.5 $0.8

4% 5% 8% 7% 11% 17% 17% 17% 5% 5% 3%

  • 1.0

2.0 3.0 4.0 5.0

'16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26 '27 '28 '29 '30 '31 '32 '33 '34 '35

  • 5%

10% 15% 20% 25% % of Cash NOI Cash NOI ($million)

$1.2 (1) As at September 30, 2016.

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SLIDE 10

ACQUISITIONS SUBSEQUENT TO IPO

Toyota Woodland (Montreal, Quebec)

  • $7.2 million purchase price / 7.3% cap rate
  • Closed Dec. 24, 2015
  • 50,000 square feet (GLA) / ~1 acre
  • Built in 2007 / 2008
  • 16-year triple-net lease
  • Funding: Cash from IPO over-allotment; and remaining

balance from revolving credit facility.

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Entry into Canada’s 2nd largest urban market ACCRETIVE ACQUISTION ENHANCES BRAND, GEOGRAPHIC AND TENANT DIVERSIFICATION, WHILE EXTENDING WEIGHTED AVERAGE PORTFOLIO LEASE TERM

#1

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ACQUISITIONS SUBSEQUENT TO IPO

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Go Auto (Edmonton, Alberta)

  • $23.0 million purchase price / 6.6% cap rate
  • Closed Dec. 31, 2015
  • 44,800 square feet (GLA) / 5.2 acres
  • Built in 2014
  • 17-year triple-net lease
  • Funding: $7.2 million draw on revolving credit facility; $15

million increase to existing credit facility, with a 7-year interest rate hedging program, fixing the interest rate at 3.17%; and balance in cash from IPO over-allotment.

First transaction with third party dealership tenant ACCRETIVE ACQUISTION ENHANCES BRAND, GEOGRAPHIC AND TENANT DIVERSIFICATION, WHILE EXTENDING WEIGHTED AVERAGE PORTFOLIO LEASE TERM

#2

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SLIDE 12

ACQUISITIONS SUBSEQUENT TO IPO

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Audi Barrie (Innisfil, Ontario)

  • $11.1 million purchase price / 7.1% cap rate
  • Closed: Jan. 14, 2016
  • 25,000 square feet (GLA) / 3.1 acres
  • Built in 2015
  • 19-year triple-net lease
  • Funding: 5-year, $7.2 million mortgage at 3.22%; with balance

drawn from credit facility

Acquisition of first Dilawri Development Property ACCRETIVE ACQUISTION ENHANCES BRAND AND GEOGRAPHIC DIVERSIFICATION, WHILE EXTENDING WEIGHTED AVERAGE PORTFOLIO LEASE TERM

#3

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SLIDE 13

ACQUISITIONS SUBSEQUENT TO IPO

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Pfaff Audi (Vaughan, Ontario)

  • $17.2 million purchase price
  • Closed: Sept. 20, 2016
  • 69,000 square feet (GLA), built in 2006
  • 3 acres of land part of Vaughan Mills secondary plan
  • Remaining lease term: 4.75-years (triple-net)¹
  • Funding: Proceeds from recent equity offering

ACCRETIVE ACQUISTION ENHANCES BRAND, GEOGRAPHIC AND TENANT DIVERSIFICATION

#4

(1) Following expiry of existing lease, there are two five-year renewal options available to the tenant, with renewal rents based on the greater of market rates and the then existing lease rate.

Second transaction with third party dealership tenant

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SLIDE 14

ACQUISITIONS SUBSEQUENT TO IPO

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Audi / Volkswagen Niquet (St. Bruno, QC)

  • $14.3 million purchase price
  • Closed: December 8, 2016
  • 62,705 square feet (GLA) / 4.3 acres
  • 18-year triple-net lease with annual 1.5% fixed escalator
  • Major renovations in 2014 and 2015
  • Funding: Existing credit facilities and cash on hand

ACCRETIVE ACQUISTION ENHANCES BRAND AND GEOGRAPHIC DIVERSIFICATION WHILE EXTENDING WEIGHTED AVERAGE PORTFOLIO LEASE TERM

#5

Second acquisition in Greater Montreal Area

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SLIDE 15

ACQUISITIONS SUBSEQUENT TO IPO

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Mercedes-Benz West Island (Dollard-des-Ormeaux, QC)

  • $20.3 million purchase price
  • Closed: December 22, 2016
  • 60,850 square feet (GLA) / 3.7 acres
  • 17-year triple-net lease with annual 1.5% fixed escalator
  • Major renovation in 2016
  • Funding: Existing credit facilities

#6

Third acquisition in Greater Montreal Area ACCRETIVE ACQUISTION ENHANCES BRAND AND GEOGRAPHIC DIVERSIFICATION, WHILE EXTENDING WEIGHTED AVERAGE PORTFOLIO LEASE TERM

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SUMMARY OF ACQUISITIONS

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  • 6 dealership properties / $93.0 million combined purchase price

− $40.2 million of transactions with third party dealership tenants

  • Debt to GBV: 48.2%1
  • Adds ~312,850 sq. ft. of GLA to portfolio
  • Enhanced brand, geographic and tenant diversification
  • Improved AFFO payout to 85.2%1

(1) These figures do not include the impact of the Audi / Volkswagen Niquet and Mercedes-Benz West Island acquisitions, which occurred subsequent to Q3

  • 2016. Debt to GBV is calculated as at September 30, 2016, while the AFFO payout ratio was 85.2% in Q3 2016.
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CANADIAN AUTOMOTIVE DEALERSHIP INDUSTRY

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REPRESENTING 6.5% OF 2015 GDP, THE AUTOMOTIVE RETAIL SALES INDUSTRY IS CANADA’S LARGEST RETAIL SEGMENT

Source: Statistics Canada and DesRosiers Automotive Consultants Inc.

($billions)

Retail Sales Trailing 10-year range (2014) of Gross Profit Margins of North American Publicly Listed Automotive Dealership Groups

15.3% - 17.1%

Canadian New Motor Vehicle Sales (# of units sold as at August 31, 2016 and 2015)

+ 3.3%

YTD unit sales growth in Canada (as at August 31, 2016)

100000 200000 300000 400000 500000 600000

  • Atl. Provinces

QC ON MB SK AB BC & Territories 2015 2016

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SLIDE 18

CANADIAN AUTOMOTIVE DEALERSHIP INDUSTRY

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THE AUTOMOTIVE DEALERSHIP INDUSTRY IS HIGHLY FRAGMENTED AND NOW CONSOLIDATING

Source: DesRosiers Automotive Consultants Inc.

50% 15% 35%

86 88 98 104 107 2009 2010 2011 2012 2013

Number of Owners With 5 or More Dealerships

Proportion of Canada’s ~ 3,400 Dealerships Owned by Size of Ownership Group

5 or more Dealerships Single Dealership 2-4 Dealerships

Automotive Dealership Industry in Early Stages of Consolidation

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Company Dealerships % of Total Dealership Locations

Dilawri Group (2) 61 1.8% QC, ON, SK, AB, BC AutoCanada(1) 53 1.5% NS, NB, QC, ON, MB, SK, AB, BC Go Auto(1)(2)(3) 37 1.1% AB, BC, NWT Zanchin Automotive Group(1) 28 0.8% ON Gabriel-Prestige-President Group(1) 27 0.8% QC Humberview Group(1) 27 0.8% ON O’Regan Group(1) 26 0.7% NS Pattison Auto Group(1) 25 0.7% MB, AB, BC Murray Auto Group(1) 25 0.7% NS, MB, SK, AB, BC Wheaton Auto Group(1) 16 0.5% SK, AB, BC Top 10 subtotal 322 9.3% Other 3,154 90.7% Total 3,469(4) 100.0% 19

(1) Information based on publicly available information as at May 20, 2016. (2) Denotes current tenants of the REIT (3) Excludes collision centres and RV/Marine dealerships (4) Source: DesRosiers Automotive Consultants Inc.

OPPORTUNITY TO CONSOLIDATE HIGHLY FRAGMENTED INDUSTRY

10 DEALERSHIP GROUPS: ONLY 9.3% OF MARKET

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SLIDE 20

PARTNERING WITH AUTOMOTIVE PROPERTIES REIT

  • Succession planning
  • Monetization of embedded capital
  • Wealth diversification / Tax efficient Class B LP Units
  • Invest in core business

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PROVIDING FINANCIAL LIQUIDITY TO AUTOMOTIVE DEALERSHIP OWNERS TO SUPPORT THE ADVANCEMENT OF THEIR STRATEGIC OBJECTIVES

Established Dealers Industry Consolidators

  • Redeploy capital from underlying real estate in existing portfolio
  • Fund acquisition program / expand presence in emerging institutional asset class
  • Realize higher investment returns from core business
  • Strengthen competitive position / expedite economies of scale

Consolidation of Canada’s fragmented dealership industry provides ample partnership opportunities

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SLIDE 21

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($thousands, except per unit amounts and as otherwise noted) For the three months ended September 30, 20161,3 For the 71-day period ended September 30, 20152 For the nine months ended September 30 20161,3 Revenue from investment properties $ 8,538 $ 5,801 $ 25,147 Cash NOI 6,649 4,544 19,728 FFO 4,990 3,600 14,879 AFFO 4,376 3,086 12,997 Per Unit Amounts Distributions $ 0.201 $ 0.156 $ 0.603 FFO 0.269 0.199 0.817 AFFO 0.236 0.171 0.713 FFO payout ratio 74.7% 78.4% 73.8% AFFO payout ratio 85.2% 91.2% 84.6%

(1) Includes the 26 Initial Properties from the IPO, and the properties subsequently acquired (Toyota Woodland, Porsche JLR Edmonton, Audi Barrie and Pfaff Audi). (2) Based on operations beginning July 22, 2015. 71-day period. (3) Q3 2016 and year-to-date results are in line with expectations.

Q3 2016 FINANCIAL REVIEW

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($thousands, unless otherwise noted) At September 30, 2016 Total assets $430,294 Units outstanding (includes Class B LP Units) 21,894,253 Weighted average effective interest rate on debt 3.15% Proportion of debt at fixed rates 90% Weighted average interest term remaining through swaps (years) 5.2 Interest coverage ratio 3.4x Debt to GBV (post Offering ~50% pro forma June 30, 2016) 48.2%

BALANCE SHEET METRICS

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SLIDE 23
  • REIT’s Indebtedness to GBV at September 30, 2016: 48.2% (target range of 55%-60%)
  • With interest rate SWAPs, the weighted average term to maturity is approximately 5.2 years
  • $37.1 million available from revolving credit facilities1 (as at Oct. 13, 2017)

At September 30, 2016 ($thousands) Loan Maturity2 Principal Amount Effective Fixed Rate of Interest Amount withdrawn against Revolving Credit Facility Repayment Non-revolving Facility 1 5 years $129,280 3.1% nil Open Non-revolving Facility 2 5 years 57,525 3.1% nil Open Non-revolving Facility 3 4 years 13,542 3.5% n/a Closed Non-revolving Facility 4 5 years3 6,978 3.2% n/a Closed Total/Weighted Average: $206,663 3.15%

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DEBT STRATEGY

(1) Includes a new $14.6 million revolving acquisition credit facility the REIT entered into with a Schedule I Canadian chartered bank on October 13, 2016. (2) Maturity refers to years until maturity as measured from July 22, 2015. On December 30, 2015 Non-revolving Facility 1 was amended to include an additional $14.7 million non-revolving facility. This portion of Facility 1 matures 5 years from December 30, 2015. (3) Facility 4 matures 5 years from January 14, 2016. (3)

  • The REIT has entered into interest rate swaps on the non-revolving portions of Facilities 1 & 2

Remaining Term (yrs) Amount ($thousands) Total Swapped Fixed Rate Debt (%) 1.8 $43,639 23.4 3.8 41,338 22.1 5.8 43,639 23.4 6.25 14,550 7.7 8.8 43,639 23.4 5.2 $186,805 100.0

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SLIDE 24

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EXPERTISE IN AUTO, REAL ESTATE AND CAPITAL MARKETS

Name, Province and Country

  • f Residence

Position/Title Independent Committees Principal Occupation

Kapil Dilawri Ontario, Canada

Chair No N/A Co-founder of the Dilawri Group and Vice President and Secretary of Dilawri James Matthews Ontario, Canada Trustee No N/A Chief Financial Officer of the Dilawri Group Janet Graham Ontario, Canada Trustee Yes Audit Committee Governance, Compensation and Nominating Committee Managing Director IQ Alliance Incorporated Stuart Lazier

Ontario, Canada

Trustee Yes Audit Committee Governance, Compensation and Nominating Committee Partner, Co-Founder and Chief Executive Officer Fiera Properties Limited John Morrison Ontario, Canada Lead Trustee Yes Audit Committee Governance, Compensation and Nominating Committee President and Chief Executive Officer Choice Properties Real Estate Investment Trust

STRONG MAJORITY INDEPENDENT BOARD

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SLIDE 25
  • Automotive dealership properties benefit from strong industry fundamentals
  • High-quality, strategically located properties, with brand and geographic

diversification

  • Tenancies currently include two of the three largest Canadian dealership groups
  • Long-term, triple-net leases with contractual fixed rent increases provide stable,

predictable cash flows

  • Large, highly fragmented market presents compelling consolidation opportunity
  • Right of first offer on Dilawri development and acquisition pipeline
  • Six accretive property acquisitions completed since July 2015 for a combined purchase

price of $93 million

  • Sound balance sheet

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INVESTMENT HIGHLIGHTS