Automotive Properties Real Estate Investment Trust (APRUN) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. On behalf of the Board of Trustees, it is a pleasure to welcome you to the Annual Meeting of Unitholders of Automotive Properties Real Estate Investment Trust. My name is Milton Lamb. I'm the President and CEO of Automotive Properties REIT. Before we begin, I would like to acknowledge the current situation. In these unprecedented times, the health and safety of our unitholders and public is our top priority. Due to the public health impact of COVID-19, we regret that we could not meet in person today. Although we are unable to physically meet, we have attempted to replicate as best as we can our regular meeting environment in a virtual format. Joining me this morning via webcast are Andrew Kalra, our Chief Financial Officer and Corporate Secretary; and the nominee, trustees and our auditors. It is now my pleasure to introduce Kap Dilawri, our Chairman, who will oversee the formal part of this meeting. Kap?

Yes. Thank you, Milton. Good morning, everybody. Before we commence with the formal business of this meeting, we would like to advise you that some of the statements made this morning may contain forward-looking statements. These are subject to a number of risks and uncertainties that could cause actual results to differ, including as a result of the impact of the ongoing COVID-19 pandemic. We refer you to the cautionary statements contained in our financial state reports and other public documents for full details. I would now like to formally call to order the Annual Meeting of Unitholders of Automotive Properties Real Estate Investment Trust. I would ask Mr. Andrew Kalra, the Chief Financial Officer and Corporate Secretary of Automotive Properties, to act as the secretary of the meeting. I would also ask Jeri Trotter and Rita Gutierrez-Fernandes of Broadridge Investor Communications Corporation to act as scrutineers of the meeting. Notice of the annual meeting was mailed to unitholders on June 4, 2020. We have received an affidavit from Broadridge confirming the mailing. I direct that a copy of this affidavit be kept with the records of the meeting. I have received the scrutineer's preliminary report on the attendance of the meeting of unitholders. The secretary has confirmed that there is a quorum present. Of approximately 47.63 million issued and outstanding units of special voting units of 18,247,377 or 38.31% are represented. I therefore declare that the meeting is properly constituted for the transaction of the business for which it has been called. I will begin today's meeting by outlining how voting and questions will be addressed in this virtual meeting format. The primary difference in how we will conduct today's meeting is the manner in which voting will take place. Usually, and this year is no exception, the majority of unitholders submit their proxies or voting instructions in advance of the meeting. Under our normal practice, registered unitholders or duly appointed proxy holders who wish to vote at the meeting would be required to attend the meeting in person. Since we are unable to meet in person today, voting during the meeting will take place on our virtual webcast platform. To vote, click the Vote Here button on the webcast platform and submit your vote. Voting will be open throughout the formal portion of the meeting. If you voted in advance of the meeting and you do not wish to revoke your previously submitted proxy, then you do not need to vote during the meeting. Another matter in which the virtual meeting will be different is in respect to questions, which will be accepted through this online platform. [Operator Instructions] Mr. Andrew Kalra, the Chief Financial Officer and Corporate Secretary of Automotive Properties, will read the questions out loud, and either he, Milton or I will respond. Please note that only registered unitholders or duly appointed proxy holders are entitled to vote at this meeting. Beneficial unitholders who have not duly appointed themselves as proxy holders are not able to vote at this meeting, but ask questions. I will now turn our formal business -- I will now turn to our formal business. The items of the business of this meeting are described in the management information circular, which accompanies the notice of the meeting sent to all unitholders. There are 3 items of business to be considered today. First, to receive the Automotive Properties consolidated financial statements for the year ended December 31, 2019; second, to elect the trustees; and third, to reappoint the auditors and authorize the trustees to fix their remuneration. Unitholders will have an opportunity to ask questions and make comments on each of these resolutions before a vote is taken. I would encourage you to submit any questions you have on the resolutions now. To make the best use of time, I have arranged for certain unitholders to move and second the proposals, which are called for in the notice of the meeting. We will deal with the formal items of business first and the conclusion of such business. Milton Lamb, our President and Chief Executive Officer; and Andrew Kalra, our Chief Financial Officer and Corporate Secretary, will review our accomplishments during 2019 and our direction for the future. [Operator Instructions] I now place before the meeting the fiscal 2019 consolidated financial statements of Automotive Properties and the auditor's report thereon. These are included in the annual report, which is available online. We will now proceed to the election of the trustees. In addition to myself, with us today over our webcast are all our -- of your trustees nominees being Louis Forbes, Chair of the Audit Committee; Patricia Kay; Milton Lamb, our President and Chief Executive Officer, who is standing for election of -- as a trustee of Automotive Properties for the first time today; Stuart Lazier, Chair of our Governance, Compensations and Nominating Committee; James Matthews; and John Morrison, our lead independent trustee. In creating Automotive Properties, we recognize that a strong governance structure starts with the Board of Trustees. Your trustees are responsible for supervising Automotive Properties, management on behalf of unitholders, and they are extremely well qualified. Since the creation of Automotive Properties, the trustees have been responsible for developing, establishing and monitoring principles and practices consistent with high standards of governance. They have been actively engaged in reviewing Automotive Properties' strategic direction, assessing and evaluating the integrity of its internal controls over financial reporting and establishing sound corporate governance practices. Our management information circular contains details, biography setting out of the professional qualifications and experience of these nominees. Seven trustees are to be elected. All 7 have management's recommendation. Nominees have consented to stand for election to the Board and all our current members of the Board, except for Mr. Lamb who is standing for election for the first time. In keeping with the governance practices, unitholders voting for proxy votes for trustees individually rather than a full slate, I am pleased to report that based on proxies received by the scrutineers in advance of the meeting, each trustee nominee received both in favor of their election from at least 96% of votes cast. Could I have a nomination for the election of trustees?

Mr. Chairman, I nominate the following persons for election as trustees at Automotive Properties to hold office until the next Annual Meeting of Unitholders or until their successor are duly elected or appointed: Kapil Dilawri, Louis Forbes, Patricia Kay, Milton Lamb, Stuart Lazier, James Matthews, John Morrison.

Mr. Chairman, I second the motion.

Thank you. Automotive Properties declaration of trust requires that nominations of trustees by unitholders be received by the trustees at least 30 days in advance of the meeting in order to be valid. As no nominations other than the Dilawri nominees are set forth in the management information circular and included for election at this meeting was received prior to the deadline, the nominations are closed. As this is an uncontested election, Automotive Properties' majority voting policy will apply, which in short means that any trustee receiving more withhold votes than votes for is required to promptly offer his or her resignation for consideration by the Board as described in the management information circular. You have now heard the motion for the election of trustees. I would ask registered unitholders or duly appointed proxy holders to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. [Voting]

Thank you for casting your votes. I will now entertain a motion for reappointment of the auditors of Automotive Properties and the authorization of the trustees to fix the auditors remuneration for the 2020 fiscal year. Mister...

Mr. Chairman, I move that BDO Canada LLP Chartered Professional Accountants be reappointed as auditors of Automotive Properties until the next Annual Meeting of Unitholders and that the trustees be authorized to fix the auditor's remuneration for the 2020 fiscal year.

Mr. Chairman, I second the motion.

Thank you. You have now heard the motion for the reappointment of the auditors. I would ask registered unitholders or duly appointed proxy holders to cast their votes through the online portal. As a reminder, if you have already voted or sent in your proxy, there is no need to do anything unless you wish to change your vote. [Voting]

Thank you for casting your votes. The polls are now closed. This brings us to the end of voting of the items of business before this meeting. We have received the preliminary voting results from the scrutineers. On the election of trustees, the voting results showed that each trustee nominee received votes in favor from at least 96% of votes cast. As there are 7 trustees to be elected and the same number of nominees, I now declare that the proposed nominees have been duly elected as Trustees of Board of Automotive Properties to hold office until the next Annual Meeting of Unitholders or until they resign or their successors are duly elected or appointed. On the reappointment of the auditors, the voting results show that over 99% were cast in favor of the reappointment of BDO Canada LLP Chartered Professional Accountants and auditors of Automotive Properties, and that the trustees that are authorized to fix the auditor's remuneration for the 2020 fiscal year. If there is no further business to be brought before the meeting, I will entertain a motion for the formal termination of this meeting.

Mr. Chairman, I move that the meeting be terminated.

Mr. Chairman, I second the motion.

Thank you. I now declare the formal part of the meeting terminated. Mr. Lamb and Andrew Kalra will now lead the management presentation and Q&A period.

Great. Thanks, Kap, and good day, everyone. These are unprecedented times for all of us. As you know, we've faced challenges due to COVID-19. Fortunately, our solid financial liquidity position enabled us to provide support to our tenant partners through limited rental deferrals with no expected impact to the REIT's distribution policy. We will discuss the impact of COVID-19 on our business and our path forward in a few moments. But I will begin today's presentation with a brief review of 2019. Please be advised that certain information to follow may be forward-looking. We will also be discussing certain non-IFRS measures. Please refer to our SEDAR filings for additional information on both risk factors in non-IFRS measures. We maintained our track record of positive momentum in 2019 with continued growth in our key financial performance measures and property portfolio in addition to a strengthened balance sheet at year-end, facilitated by 2 equity raises totaling approximately $176 million. This builds upon the consistent steady execution of our growth strategy since the time of APR's initial public offering in 2015. We continue to expand and strengthen our property portfolio through acquisitions in 2019 with the addition of 7 dealership properties for a combined purchase price of approximately $100 million. Through these acquisitions, we further diversified the REIT's tenant base, Automotive brand representation and geographic presence in attractive metropolitan markets across Canada. Our expanding property portfolio and triple net leases with contractual rent increases continues to drive significant growth in our key performance measures. In comparison with 2018, our property rental revenue grew by 40.1%, cash net operating income increased by 42.3% and AFFO grew by 36.3%. AFFO per unit increased to $0.908, up from $0.87 a year earlier. This growth was achieved even as we issued approximately 7.9 million REIT units in the third week of December through a $92 million equity offering, allowing significant capacity for future acquisitions to drive AFFO per unit growth. The offering also positioned us with a delevered balance sheet and with a Debt to GBV of 43.6% at year-end. Our 2019 AFFO per unit figure also reflects a onetime cost of approximately $1 million related to the internalization of REITs management and operations in December 2019. The internalization was an important milestone for us, signifying the next step in APR's ongoing development growth and providing further alignment with unitholders. It was always the intention of the REIT to have management functions performed on a full-time basis by individuals employed directly by the REIT once the market capitalization and portfolio scale reach a point where such internalization would be achieved on an economic basis. Since our IPO in 2015, we have closed acquisitions consisting of 38 properties for a combined purchase price of approximately $500 million and completed 3 property expansions. These acquisitions and expansions added approximately 1.4 million square feet of GLA to our portfolio. Our acquisitions over this period were indirectly funded by 6 fully subscribed equity offerings totaling approximately $410 million, which significantly enhanced our capital market liquidity. At the time of our IPO, our market capitalization was $180 million with 1 major tenant and present in 4 metropolitan markets. On December 31, 2019, our market capitalization had reached $580 million. Our investment properties were valued at approximately $360 million at IPO; and at 2019 year-end, they were valued at approximately $890 million. This slide shows how we have significantly diversified the REIT's tenant base and market presence. In early 2000 -- in '20, we completed the acquisition of 2 more dealership properties from Dilawri, including Regina BMW and North Shore Acura in Vancouver, for an aggregate purchase price of approximately $28.6 million, demonstrating the continued benefit of our strategic alliance with Dilawri. Our strong momentum was temporarily interrupted in mid-March as we pivoted from our acquisition focused towards maintaining a strong balance sheet due to the COVID-19 crisis and related economic uncertainty. Fortunately, our $92 million equity raise in December of 2019 provided us with a strong liquidity position to manage through this period. I will discuss this further in a moment, but I'd first like to ask Andrew to review our Q1 2020 results and financial position as we headed into the COVID-19 crisis. Andrew?

Thanks, Milton. Good morning, everyone. Compared to Q1 2019, our property rental revenue increased 18.6% to $18.6 million. Total cash NOI increased 16.4% to $15.8 million. FFO increased 25.5% to $10.8 million, and AFFO increased 28.5% to $9.8 million. This growth was generated by the properties we acquired during and subsequent to Q1 last year and contractual annual rent increases across a significant portion of our portfolios. FFO and AFFO per unit for the quarter was $0.224 and $0.208 per unit, respectively, compared to $0.269 and $0.243 per unit, respectively, in Q1 last year. The declines in FFO and AFFO per unit in the quarter was primarily attributable to closing of our $92 million equity raise in December 2019, resulting in the issuance of 7.9 million REIT units, allowing significant capacity for future acquisitions to drive AFFO growth per unit. The offer also deleveraged our balance sheet. Our Debt to GBV as at March 31, 2020, was 44.9%. Total distributions to our unitholders in the quarter increased by 50.1% to $9.6 million representing an AFFO payout ratio of 96.6% compared to $6.4 million in total distributions paid in Q1 a year ago and a payout ratio of 82.7%. I'll conclude with a review of our liquidity and capital resources. Our December 2019 equity offering effectively deleveraged our balance sheet from a Debt to GBV of 56.3% in Q1 last year to 44.9% at the end of Q1 this year. Our liquidity position as of March 31, 2020, included approximately $65 million of undrawn revolving credit facilities and $20 million in cash. Further, we have 8 properties valued at approximately $129 million that remain unencumbered, providing us with additional financial flexibility. Capital requirements in the next 2 years are low, and capital expenditure requirements are expected to be insignificant. We had $404 million outstanding on our credit facility at Q1 quarter end with an effective weighted average interest rate of debt of 3.77%. We have a well-balanced level of annual maturity, and our weighted average interest rate swap term is 5.7 years. I'll turn the call back to Milton for closing remarks. Thank you.

The COVID-19 outbreak has had a significant near-term adverse impact in the automotive dealership business, including a reduction in new car sales and vehicle servicing. Provincial governments across Canada enacted emergency measures commencing in the second half of March 2020 to combat the spread of COVID-19, including temporary closures or restrictions on nonessential businesses. As a result of these measures, a number of the tenants, automotive dealership businesses were closed or operating on a limited basis from just past mid-March until just recently. Q2 was essentially a loss quarter for the automotive dealerships. As a result, automotive industry analysis -- analysts have forecasted Canadian new car sales will decline by approximately 30% in 2020 as compared to 2019 as a result of COVID-19. We believe this may result in accelerated consolidation in the auto dealership industry in the next 6 to 24 months. We had a rapid response to this situation. Starting in the second half of March, we proactively entered into discussions with our tenant partners regarding the financial impact of COVID-19 on their respective businesses. Our strong financial liquidity position enabled us to provide support to certain of our tenants through limited rental deferral agreements with no impact to the REIT's distribution policy. As a result of these 10 deferral agreements, 100% of our tenants are now current with their rental obligations under their leases and deferral agreements. We have collected approximately 78% of our base rent owed for the second quarter 2020, with the remaining amount subject to deferral agreements. These tenant deferral agreements conclude the process of working with our tenant partners to provide support while they're managing the economic challenges imposed by the pandemic. Our ability to either collect rent or enter into constructive deferral agreements with our tenant with no expected impact to the REIT's distribution policy underlines both the quality of our tenant base and the value of our dealership properties. This temporary support will assist our tenant partners in returning to a more normalized operation and business activity level as economic conditions improve and consumers reengage their vehicle purchasing and automotive servicing decisions. The Canadian automotive retail industry is a large sector within the overall economy with a track record of long-term stability. According to Statistics Canada, overall automotive retail industry sales totaled a record $165 billion in 2019 and represented approximately 27% of Canada's overall retail sales of products and merchandise. Over the past 20 years, Canadian automobile retail sales grew at a compound annual rate of approximately 4.4%. While new vehicle sales in Canada were down slightly in 2019 compared to 2018, the overall business was very healthy. The period between 2016 and 2019 represented the 4 highest years on record for new vehicle sales in Canada. 2020 was also off to a positive start until mid-March. Automobiles are an essential part of our daily lives, and the delays in vehicle service or purchases over the past months should provide a healthy recovery for our tenants in the upcoming months. While our acquisition momentum has temporarily stalled due to COVID-19, we expect to see increased acquisition opportunities in the quarters ahead. Our current focus remains on prudently managing our available capital resources until market conditions improve. As Andrew noted, we have proactively deleveraged to a Debt to GBV of 44.9% and have $80 million -- $85 million of liquidity with cash and credit lines available. We continue to have strong relationships with our senior lenders and $129 million in unencumbered properties. We benefit from strong relationships with some of Canada's largest automotive dealership groups. And as continues -- and as conditions continue to improve, we believe our current tenant group will be among the leaders in future consolidations of Canada's automotive dealership businesses. We should present continued opportunities for us to strengthen our tenant partnerships and build on our portfolio. Our properties are located in attractive commercial corridors of large Canadian urban markets, mostly back on. When the time comes to resume our acquisition program, we will maintain our strategic focus on select markets, property location, the financial strength of our dealership business operator in the automotive brand. We look forward to resuming our strategy for future -- sorry, for further expansion and diversifying of our property portfolio through the consolidation opportunities in attractive markets, drawing cash flow in support of our unitholder distribution and building long-term value for all of our stakeholders. On behalf of your Board of Trustees and our team at APR, thank you for your confidence and continued support. I would now like to welcome any questions.

[Operator Instructions] At this time, we have no questions that have been submitted. I'll turn the meeting back to Milton to any final comments.

On behalf of APR management and the directors, trustees, we thank you very much for your continued support and time today. Thank you.