Automotive Properties REIT Roadshow Presentation
June 24, 2015
A preliminary prospectus containing important information relating to the securities described in this presentation has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the preliminary prospectus, and any amendment, is required to be
delivered with this presentation. The preliminary prospectus is still subject to completion. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final prospectus has been issued. This presentation does not provide full disclosure of all material
facts relating to the securities offered. Investors should read the preliminary prospectus, the final prospectus and any amendment for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise.
DISCLAIMER
2
An investment in the securities described in this presentation is subject to a number of risks that should be considered by a prospective purchaser. Prospective purchasers should carefully consider the risk factors described under “Risk Factors” and “Forward-Looking Statements” included in the preliminary prospectus dated June 9, 2015 (the “prospectus”) of Automotive Properties Real Estate Investment Trust (“Automotive Properties” or the “REIT”) before purchasing securities described hereunder.
An investor should rely only on the information contained in the prospectus. This presentation is qualified in its entirety by reference to, and must be read in conjunction with, the detailed information appearing in the prospectus. Neither the REIT nor any of the Underwriters has authorized anyone to provide investors with different or additional information. The REIT is not offering, or soliciting offers to acquire, the securities in any jurisdiction in which the offer is not permitted. For purchasers outside Canada, neither the REIT nor the Underwriters have done anything that would permit the offering or distribution of this presentation together with the prospectus in any jurisdiction where action for that purpose is required, other than in Canada. An investor is required to inform itself about and to observe any restrictions relating to the Offering and the distribution of this presentation and of the prospectus. There is currently no market through which the securities may be sold and purchasers may not be able to resell securities purchased under the prospectus. This may affect the pricing of the securities in the secondary market, the transparency and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation.
The securities of the REIT discussed in this presentation have not been, and will not be, registered under the U.S. Securities Act, or the securities laws of any state of the United States and, subject to certain exceptions, may not be offered, sold or delivered, directly or indirectly, in the United States except pursuant to an exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. This presentation does not constitute an offer to sell or solicitation of an offer to buy any of the securities of the REIT in the United States.
The following is a summary of the principal features of the Offering and should be read together with the more detailed information and financial data and statements contained in the prospectus. All amounts herein are in Canadian dollars unless otherwise noted. Terms undefined herein have the meanings ascribed to them in the prospectus.
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, prospectus 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 prospectus.
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 prospectus.
INTRODUCTION
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Growth-oriented real estate entity well positioned to consolidate automotive dealership properties
Sponsored by The Dilawri Group: Canada’s largest automobile dealership company with 2014 combined revenues of approximately $1.6 billion
LEADING PLATFORM FOR STRATEGIC CONSOLIDATION
Only publicly traded REIT in Canada exclusively focused on auto dealership real estate
PRESENTERS
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Milton Lamb President and Chief Executive Officer • Over 24 years in the commercial real
estate industry
• From 2007 to 2015, SVP, National Investment Services at Colliers International
• Represented Canada on the Colliers Global Investment Services (GIS) team
• Worked with funds and financial institutions to assist with both acquisitions and dispositions and joint ventures totaling in excess of $2.5B
Andrew Kalra, CA Chief Financial Officer
James Matthews, CA Chief Financial Officer, Dilawri
• Currently VP, Finance, Dilawri
• Over 20 years experience in finance, including over 13 years in the automotive industry
• Previously was Senior Director of Finance and Business Strategy at Mazda Canada
• Held senior financial positions in public and private companies at Nortel Networks Inc. and Walt Disney Canada
• 8 years as CFO of Dilawri
• Led all acquisitions by the Dilawri Group since 2007
• Previous experience in senior financial and operational positions at W.K. Buckley, KIK Custom Products Inc. and the cablevision arm of Rogers Communications Inc.
AUTOMOTIVE PROPERTIES REIT
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Milton Lamb President and Chief Executive Officer
Dixie Auto Mall, Volkswagen
Langley Acura
INVESTMENT HIGHLIGHTS
• Opportunity to gain exposure to a unique real estate asset class
• Automotive dealership properties benefit from strong underlying fundamentals
• Portfolio of high-quality and strategically located automotive dealership properties
• Strong national tenant with significant alignment of interest
• Excellent leasing profile
• Compelling valuation and conservative financial metrics
• Significant growth opportunities
• Experienced executive management and strong, independent board
6
AUTOMOTIVE PROPERTIES REIT – PORTFOLIO OVERVIEW
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• Focus on automotive dealership properties
• 26 initial properties, with 42 rental buildings on 88 acres
• 958,000 square feet of GLA
• Forecast Cash NOI of $23.4 million
GROWTH DRIVERS: PORTFOLIO EXPANSION AND RENT INCREASES
GTA
48% of Cash NOI
REGINA
15% of Cash NOI
CALGARY
16% of Cash NOI
GVA
21% of Cash NOI
AUTOMOTIVE PROPERTIES REIT – PORTFOLIO OVERVIEW
8
HIGH-QUALITY PROPERTIES IN STRATEGIC MARKETS
Greater Vancouver Area Locations: 6
1. Porsche Centre Vancouver (Vancouver)
2. Audi Sales Downtown Vancouver (Vancouver)
3. Infiniti Vancouver (Vancouver)
4. North Vancouver Nissan Infiniti (N. Vancouver)
5. Burrard Acura (Vancouver)
6. Langley Acura (Langley)
Calgary Locations: 4
7. Hyundai Gallery (Calgary)
8. Calgary Honda (Calgary)
9. Distinctive Collection (Calgary)
10. Calgary BMW (Calgary)
Regina Locations: 8
19. Dixie Auto Mall (Mississauga)
20. Oakville Honda (Oakville)
21. Meadowvale Honda (Mississauga)
22. Frost Chevrolet Buick GMC Cadillac (Brampton)
23. Bolton Toyota (Bolton)
24. Markham Honda and Ford (Markham)
25. Agincourt Mazda (Toronto)
26. Markham Acura (Markham)
Greater Toronto Area Locations: 8
11. Regina Honda (Regina)
12. Regina Hyundai (Regina)
13. Honda Used Car and Regina Collision Centre (Regina)
14. Dilawri Acura (Regina)
15. Dilawri BMW (Regina)
16. Triple 7 Chrysler (Regina)
17. Dilawri Nissan Infiniti (Regina)
18. Dilawri Mitsubishi (Regina)
5 1 2
3
4
6
NORTH
VANCOUVER
LANGLEY
RICHMOND
SURREY
DELTA
9
10
7
8
CALGARY CENTRE
CALGARY SOUTHEAST
14 15
12
16
13
18 17
11
PALLISER
WASCANA
LAKE
CENTRE QUAPPELLE
12 26
25 23
19
22
21
20
24
OAKVILLE
MISSISSAUGA
BRAMPTON
YORK
CITY OF
TORONTO
AUTOMOTIVE INDUSTRY OVERVIEW
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Frost Chevrolet Buick GMC Cadillac
Langley Acura
Porsche Centre Vancouver
Meadowvale Honda
CANADIAN AUTOMOTIVE INDUSTRY RETAIL SALES
10
50 53 56
64 65 70
74 78
83 83 83 87
92 96 94
88 96
100 105
112
120
1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
THE AUTOMOTIVE INDUSTRY IS CANADA'S LARGEST RETAIL SEGMENT ACCOUNTING FOR 23.8% OF OVERALL RETAIL SALES AND 6.1% OF CANADA'S GDP IN 2014
Source: Statistics Canada.
C$ Billions
• $120 Billion
• 4.8% of Canadian work force
STABLE PROFITABILITY MARGINS
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Average Gross Profit Margins of North American Publicly Listed Automotive Dealership Groups
15.5% 15.6% 15.4% 16.0%
17.1% 16.5% 16.1%
15.6% 15.4% 15.3%
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014
STABLE PROFITABILITY THROUGHOUT THE ECONOMIC CYCLE
Source: Weighted average of the gross profit margins for AutoCanada Inc., AutoNation Inc., Penske Automotive Group Inc., Group 1 Automotive Inc., Sonic Automotive Inc., Asbury Automotive Group Inc., Lithia Motors, Inc., and CarMax Inc., based on management’s review of publicly available information.
OWNERSHIP STRUCTURE OF AUTOMOTIVE DEALERSHIPS IN CANADA
60
70
80
90
100
110
120
2009 2010 2011 2012 2013N
um
be
r o
f O
wn
ers
Wit
h 5
or
Mo
re D
eal
ers
hip
s
12
50%
15%
35%
Proportion of Dealerships Owned by Size of Ownership Group
Automotive Dealership Consolidation
5 or more Dealerships
Single Dealership
2-4 Dealerships
CONSOLIDATION OF HIGHLY FRAGMENTED INDUSTRY ALREADY UNDERWAY
Source: DesRosiers Automotive Consultants Inc.
> 3,400 Dealerships in Canada Early Stages of Industry Consolidation
Geographic Diversification
INITIAL PROPERTIES OVERVIEW
GTA 46%
Calgary 19%
Regina 19%
GVA 16%
GTA 48%
Calgary 16%
Regina 15%
GVA 21%
13
By GLA By Cash NOI
PROPERTIES ARE LOCATED IN STRATEGIC URBAN MARKETS
THE DILAWRI GROUP
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James Matthews Chief Financial Officer, The Dilawri Group
Langley Acura
Dixie Auto Mall, Infiniti
STRONG NATIONAL TENANT
• 57 franchised automotive dealerships, representing 30 brands
• Presence in QC, ON, SK, AB, BC
• 2014 combined revenues of approximately $1.6 billion (19% 4-year CAGR)
• 2014 adjusted EBITDA of approximately $75 million (24% 4-year CAGR)
$0.8 $0.9
$1.0
$1.3
$1.6
2010 2011 2012 2013 2014
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ALIGNMENT OF INTERESTS THROUGH DILAWRI’S SIGNIFICANT OWNERSHIP INTEREST IN THE REIT
Dilawri 5-Year Historical Revenues ($billions)
Adjusted EBITDA
$32 $49 $49 $64 $75
($millions)
MANUFACTURER AND BRAND DIVERSIFICATION
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Asia 65%
Europe 26% Mass
Market 64%
Luxury 27%
Ultra-Luxury
9%
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 EXHIBITING STABILITY IN INITIAL PROPERTIES
(3)
(1)
(2)
(1) Mass Market segment includes: Chrysler, Ford, General Motors, Kia, Nissan (including Nissan Infiniti), Honda, Hyundai, Mazda, Mitsubishi, Toyota and Volkswagen. (2) Luxury segment includes: Acura, Audi, BMW and Infiniti. (3) Ultra-Luxury segment includes: Aston Martin, Bentley, Lamborghini, Land Rover, Lincoln, Porsche, Maserati, McLaren and Mercedes-Benz.
North America
9%
22.8%
10.3%9.3%
8.3%
6.6%5.4% 5.1% 4.7% 4.6% 4.1% 4.1%
14.6%
TOP MANUFACTURERS AND BRANDS (BY CASH NOI)
17
Other(3)
# of REIT Locations 7 4 3 2 1 2 3 2 1 2 1 7
(1)
(1) Includes Honda Used Car and Regina Collision Centre. (2) Includes MINI. (3) Includes standalone GM, Ford, Chrysler, Dodge, FIAT, Jeep, RAM, Mitsubishi Motors and Kia dealerships representing 3.9%, 2.9%, 2.4%, 1.7% and 1.2% of Cash NOI
respectively as well as the Dilawri Distinctive Collection property in Calgary, which currently has franchise agreements with Aston Martin and Bentley and sells a variety of used vehicles, including Audi, BMW, Lamborghini, Land Rover, Maserati, McLaren, Mercedes-Benz and Porsche which in total represents 2.6% of Cash NOI.
(2)
AUTOMOTIVE PROPERTIES REIT
• Brand and geographic diversification
• Strong portfolio of 26 high-quality properties in strategic Canadian markets
• Strong national tenant with significant alignment of interest
• Leading platform to consolidate fragmented market
18
PORTFOLIO IS EXPECTED TO GENERATE A RELIABLE STREAM OF CASH DISTRIBUTIONS
FINANCIAL FORECAST
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Distinctive Collection
($ millions, except per unit amounts)
12 months ending
June 30, 2016
Revenue $29.9
Cash NOI $23.4
FFO $17.6
FFO / unit $1.01
AFFO $15.0
AFFO / unit $0.86
Annualized Distribution $0.78
AFFO payout ratio 90%
EXCELLENT LEASING PROFILE
• Triple-net leases
• Cash NOI weighted average remaining lease term of 15 years
• Rent indemnified by Dilawri during initial term - 2014 adjusted rent coverage ratio of
approximately 3.4x
• Fixed 1.5% annual rent escalator - +1.5% in rent = +2.4% in AFFO
• PROPERTY IMAGES
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RELIABLE LONG-TERM CASH FLOW
Dixie Auto Mall, Mazda
Audi Sales Downtown Vancouver
LEASE EXPIRY BY YEAR
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NO LEASE EXPIRATIONS UNTIL 2026
$1.5
$2.2
$1.9
$4.0
$3.7
$4.0
$3.2
$1.3 $1.5
6%
9% 8%
17%
16%
17%
14%
6% 6%
'15 '16 '17 '18 '19 '20 '21 '22 '23 '24 '25 '26 '27 '28 '29 '30 '31 '32 '33 '34
% o
f Cash
NO
I C
ash
NO
I ($
Mill
ion
)
No Lease Maturities for the Next 11 Years
DEBT STRATEGY
Loan Maturity
Principal Amount at
Closing
Effective Fixed
Rate of Interest
Prepayment Privilege
Non-Revolving Facility 1
5 years from Closing
$130 Million 3.1%(1) Fully Open
Non-Revolving Facility 2
5 years from Closing
65.5 Million 3.3%(1) Fully Open
Loan Facility 3
4 years from Closing, with
3-yr extension option
15.3 Million 3.5% None
Total/Weighted Average:
$210.8 Million 3.2%
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SUBSTANTIAL LEASE TERM REMAINING AT DEBT MATURITY
(1) The effective interest rate for Non-Revolving Facility 1 and Non-Revolving Facility 2 is based on interest rate swaps expected to be put in place on or about Closing.
• The REIT expects to have initial Indebtedness to GBV of 56% (target range of 55%-60%) • The weighted average term to maturity of interest rate SWAPs is approximately 5.6 years
Years from Closing
Total Debt Amount ($000s)
Total Swapped Fixed Rate Debt (%)
3 $53,430 27.3
5 69,695 35.6
7 48,200 24.7
10 24,175 12.4
Total $195,500 100.0
INDEPENDENT REPORTS
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THIRD PARTY VALIDATION
Appraisals • Fair market value of $364.3 - $371.3 million • Includes 3% - 5% portfolio premium
Property Condition • No significant capital expenditures required
Environmental • Phase I ESAs conducted on all properties • 2 properties went to Phase II ESAs
‐ Both cleared with no environmental issues
DILAWRI GROUP AGREEMENTS
Administration Agreement
• Management and administrative support services provided by Dilawri
• 5-year term with renewal options
• Terminable, in whole or part, by the REIT upon 90 days' notice after Forecast Period
− No termination fee payable by the REIT
• Administration cost of $700,000 during the Forecast Period
Strategic Alliance Agreement
• The REIT has a right of first offer on all REIT-suitable properties that are developed or acquired by Dilawri
− Dilawri currently has 3 properties under development which are expected to be offered to the REIT upon Substantial Completion
25
RELATIONSHIP WITH DILAWRI PROVIDES THE REIT WITH AN ATTRACTIVE ADMINISTRATION STRUCTURE AND ACQUISITION PIPELINE
STRONG, MAJORITY-INDEPENDENT BOARD
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EXPERTISE IN AUTO, REAL ESTATE AND CAPITAL MARKETS
Name, Province and Country
of 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
Dilawri
Janet Graham Ontario, Canada
Trustee Yes Audit Committee (Chair)
Governance, Compensation and Nominating Committee
Managing Director IQ Alliance Incorporated
Stuart Lazier Ontario, Canada
Trustee Yes Audit Committee
Governance, Compensation and Nominating Committee (Chair)
Partner, Co-Founder and Chief Executive Officer
Fiera Properties Limited
John Morrison Ontario, Canada
Lead Independent Trustee
Yes Audit Committee
Governance, Compensation and Nominating Committee
President and Chief Executive Officer
Choice Properties Real Estate Investment Trust
CONTRACTUAL RENT GROWTH
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Automatic contractual rent escalations of
1.5% per year
For Initial Properties over next
11-19years
1.5% rent increase = 2.4% AFFO increase
CONTRACTED, LONG-TERM RENTAL INCOME GROWTH
PIPELINE OF DILAWRI OPPORTUNITIES
• Over the last five years, the Dilawri Group has opened or acquired, on average, five new automotive dealerships per year
• 12 of the 26 Initial Properties were either opened or acquired within the last five years
• Three development properties currently in pipeline - REIT-suitable within 18 months
- Aggregate of 97,000 sq. ft. of GLA (representing a 10% total increase)
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Audi, Barrie
Volkswagen, Barrie
STRONG TRACK RECORD OF DEVELOPING AUTOMOTIVE DEALERSHIPS
TOP 10 DEALERSHIP GROUPS: ONLY 9.1% OF MARKET
Company Dealerships % of Total Dealership Locations
Dilawri Group(1) 57 1.6% QC, ON, SK, AB, BC
AutoCanada(1) 48 1.4% NS, NB, ON, MB, SK, AB, BC
Go Auto(1) 35 1.0% AB, BC, NWT, Y
Gabriel-Prestige-President Group(1) 27 0.8% QC
Pattison Auto Group(1) 27 0.8% NS, NB, ON, MB, SK, AB, BC
Humberview(1) 27 0.8% ON
O’Regan Group(1) 26 0.7% NS
Murray Auto Group(1) 25 0.7% NS, MB, SK, AB, BC
Zanchin Automotive Group(1) 24 0.7% ON
Wheaton(1) 19 0.5% SK, AB, BC
Top 10 subtotal 315 9.1%
Other 3,154 90.9%
Total 3,469(2) 100.0%
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(1) Information based on latest publicly available information or as at the date hereof in respect of the Dilawri Group. (2) Source: DesRosiers Automotive Consultants Inc.
OPPORTUNITY TO CONSOLIDATE HIGHLY FRAGMENTED INDUSTRY
THIRD PARTY ACQUISITIONS
Vendor Motivation Drivers
• Succession planning
• Monetization
• Wealth diversification
• Deploy resources on core business
Acquisition Criteria
• Strategic markets
• Quality tenants
• Cash flow stability
• Brand and geographic diversification
31
OPPORTUNITY FOR DEALERSHIP OWNERS TO MONETIZE ASSETS WHILE REMAINING IN THEIR CORE AUTOMOTIVE RETAILING BUSINESS
INVESTMENT HIGHLIGHTS
• Opportunity to gain exposure to a unique real estate asset class
• Automotive dealership properties benefit from strong underlying fundamentals
• Portfolio of high-quality and strategically located automotive dealership properties
• Strong national tenant with significant alignment of interest
• Excellent leasing profile
• Compelling valuation and conservative financial metrics
• Significant growth opportunities
• Experienced executive management and strong, independent board
32
SUMMARY OF OFFERING
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Issuer Automotive Properties Real Estate Investment Trust (the “REIT”).
Offering $75 million (7.5 million Units).
Over-Allotment Option Up to an additional 1,125,000 Units at a price of $10.00 per Unit.
Issue Price $10.00 per Unit.
Expected Yield 7.50% - 8.00%.
AFFO Payout Ratio 90%.
Use of Proceeds
The REIT will use a portion of the proceeds of the Offering and $210.8 million from drawdowns under the Credit Facilities to indirectly redeem the redeemable partnership units issued to certain Transferors in connection with the Acquisition, redeem some of the Class B LP Units issued to certain Transferors and repay the Transferor Notes.
Distribution Policy The REIT initially intends to make monthly cash distributions of $0.78 per Unit to Unitholders, which are estimated to be approximately 90% of the REIT’s AFFO on an annual basis during the Forecast Period.
Retained Interest
On Closing, it is expected that Dilawri will have an approximate 56.8% effective interest in the REIT through ownership, direction or control of all of the Class B LP Units (or an approximate 53.4% effective interest in the REIT if the Over-Allotment Option is exercised in full).
Pricing Expected the week of July 6, 2015.
Closing Expected the week of July 13, 2015.
COMPARABLE REITS
34
In accordance with Section 13.7(4) of National Instrument 41-101 - General Prospectus Requirements, all the information relating to the REIT’s comparables and any disclosure relating to the comparables, which is contained in the presentation to be provided to potential investors, has been removed from this template version for purposes of its filing on the System for Electronic Document Analysis and Retrieval (SEDAR).