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

Okay. Good morning, ladies and gentlemen. On behalf of the Board of Trustees, it is a pleasure to welcome you the Annual Meeting of Unitholders of Automotive Properties Real Estate Investment Trust. My name is Milton Lamb, and I am President, Chief Executive Officer of Automotive Properties REIT. We regret that we could not meet in person today. However, in light of the public health impact of COVID-19 pandemic, the health and safety of our unitholders and the broader community is our top priority. Although we are unable to physically meet, we have again attempted to replicate as best we can our regular meeting environment in a virtual format. Joining me this morning via webcast are Andrew Kalra, the Chief Financial Officer and Corporate Secretary of Automotive Properties; the nominee trustees; and our auditors. It is my pleasure to introduce Kap Dilawri, our Chairman, who will now oversee the formal portion of today's meeting. Kap?

Thank you, Milton. Good morning, everyone. Before we commit with the formal business of the meeting, we would like to advise you that some of the statements made this morning may contain forward-looking information. These are subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking information, including as a result of the impact of the ongoing COVID-19 pandemic. We refer you to the cautionary statements contained in our financial 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 Broadridge Investor Communications Corporation to act as the scrutineers of the meeting through its representatives, Rita Gutierrez-Fernandes and Leon Brandon. The notice of the annual meeting was mailed to unitholders on May 10, 2021. 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 this meeting of unitholders. The Secretary has confirmed that there is a quorum present of the approximately 49 million issued and outstanding units of special vote -- and special voting units 20,173,341 or 41.17% 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 expressed in the virtual meeting format. The primary difference is how we will conduct today's meeting in the manner in which voting will take place. Usually, at 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, voting during the meeting will take place on our virtual webcast platform. To vote, click to 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 vote in advance of the meeting, and you do not wish to revoke your previously submitted proxy, then you do not need to vote during this -- the meeting. Another manner in which this virtual meeting will be different is with represent to questions, which will be accepted through the online platform. [Operator Instructions] When submitting a question, please identify whether it relates to a motion being considered as part of the formal meeting, business meeting or whether it's general in nature or relates to our financial results. We will address questions directly related to a particular motion at the appropriate time of the meeting and save general questions or questions relating to our financial results until after the formal business has been completed. Questions with common themes may be grouped together for risk efficiency. I encourage you to submit your questions as early as possible and to keep your questions brief. 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 and ask questions at this meeting. Beneficial unitholders who have not duly appointed themselves as proxy holders are not able to vote at this meeting, but may ask questions. I will now turn to our formal business. The items of the business of the meeting are described in the Management Information Circular dated April 23, 2021. 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, 2020; 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 or make comments on each of these resolutions before a vote is taken. I would encourage you to submit your -- 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 the notice of the meeting. We will deal with the formal items of business first. And at 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 2020 and our direction for the future. After the presentation, you will have an opportunity to ask questions of our management team through this online platform. I would encourage you to take advantage of the opportunity by submitting questions as early as possible. I now place before the meeting the fiscal 2020 consolidated financial statements of the Automotive Properties and the auditor's report thereon. These are included in the annual report, which is available online. No action needs to be taken by unitholders with respect to such financial statements. We will now proceed to the election of the trustees. In addition to myself, with us today over webcast are all of your trustees' nominees being: Louis Forbes, Chair of the Audit Committee; Patricia Kay; Milton Lamb, our President and Chief Executive Officer; Stuart Lazier, Chair of our Governance Compensation 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. The trustees are responsible for supervising Automotive Properties management on behalf of the unitholders, and they are extremely well qualified. Since the creation of automotive properties, these 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 property strategic direction, assessing and evaluating the integrity of its internal controls over financial report -- reporting and establishing sound corporate governance pulp practices. Our management information circular contains detailed biographies setting out the professional qualifications and experience of these nominees. Seven trustees are to be elected. All 7 of management recommending nominees have been consented to stand for election to the Board, and our -- all are currently members of the Board. In keeping with the best governance practices, unitholders voting by proxy vote for the 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 votes in favor of their election from at least 96.37% of votes cast. Andrew, were there any questions or comments submitted in connection with the election of the trustees.

No Kap, we have not received any such questions.

Thank you, Andrew. Could I please have a nomination for the election of the trustees?

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

Mr. Chairman, I second each of these nominations.

Thank you. Automotive Properties' Declaration of Trust requires that the nominees 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 nominee as set forth in the Management Information Circular and included for election at this meeting were 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 trustees receiving more withhold votes than votes for is required to promptly offer his or for resignation for the consideration by the Board as described in the Management Information Circular. We have now heard the motion for the election of these trustees. I would ask registered unitholders or duly appointed proxy holders to cast their boats 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. We will now proceed to the reappointment of the auditors of Automotive Properties and the authorization of the trustees to fix the auditor's remuneration for the 2020 fiscal year. Andrew, were there any questions or comments submitted in connection with the reappointment of the auditors and the authorization of the trustees to fix the auditor's remuneration for the 2021 fiscal year.

No, Kap. We have not received any such questions.

Thank you, Andrew. I will now entertain a motion for the reappointment of the auditors of Automotive Properties and the authorization of the trustees to fix the auditor's remuneration for the 2021 fiscal year.

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 the trustees be authorized to fix the auditor's remuneration for the 2021 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 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 the voting on items of business before this meeting. We have received the preliminary voting results from the scrutineers. On the election of the trustees, the preliminary voting results show that each trustee nominee received votes in favor from at least 96.37% of votes cast. As there are 7 trustees to be elected and the same number of nominees, I now declare the proposed nominees have been duly elected and trustees of Automotive Properties, to hold office until next annual meeting of unitholders or until they resign or their successors are duly elected or appointed. On the reappointment of the auditors, the preliminary voting results showed 99.87% were cast in favor of the reappointment of BDO Canada LLP Chartered Professional Accountants as auditors of Automotive Properties, and the trustees are authorized to fix the auditor's remuneration for the 2021 fiscal year. The final voting results will be available after the meeting and will be posted to the REIT's SEDAR profile at www.sedar.com. 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 terminate.

Mr. Chairman, I second the motion.

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

It's great. Thank you, Kap. With that, we'll now address -- sorry, I'll begin today's presentation with a brief review of 2020. Andrew Kalra, CFO, will then review our financial results for the first quarter 2021. And I will conclude our presentation with comments on our outlook and growth strategy, and we will then welcome any questions. 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 our risk factors and non-IFRS measures. If there is one thing that past year has shown, it's that the automotive dealership industry is an essential business that is highly resilient and that our strategy of partnering with some of Canada's largest automotive dealership operators in major metropolitan markets has not only been a key element in successfully building our portfolio, but it has also created exceptional stability for our business. The onset of COVID-19 pandemic had a significant adverse impact across many segments of the economy, including the automotive dealership industry in Canada. The combination of our strong tenant base, including Tesla and some of the leading automotive dealership operators in Canada, and our strong liquidity position enabled us to work with certain of our tenant partners to provide support through partial rent deferrals as they manage the initial economic challenges imposed by the pandemic. We are able to provide this support without affecting unitholder distributions. Coming out of the first wave, we saw the industry's ability to rapidly adapt to consumers' demand. Dealerships, including our tenant group, responded rapidly and effectively to the pandemic with enhanced e-commerce solutions and streamlined operations, demonstrating strong resiliency. As a result of our tenant's ability to adapt, we have had no further request for temporary support after the first wave of the pandemic, and the deferred rent amounts are being paid back as scheduled. We collected approximately 97% of our contractual base rent for 2020, with the remaining amount subject to the deferral agreements to be fully paid in 2021. Despite the disruption caused by the pandemic, we generated solid growth in the REIT's key financial performance measures in 2020. In comparison to 2019, property rental revenue was up 11.2%, cash NOI increased 12.2% and AFFO was up 23.1%. Our growth reflects the incremental effect of our property acquisitions program over the last several years and contractual annual rent increases across the portfolio. For 2020, the REIT has declared and paid total distributions of $38.3 million to our unitholders or $0.804 per unit, representing an AFFO payout ratio of 95.6%. Our payout ratio for the year was higher due to the December 2019 equity offering, which resulted in a lower debt to GBV of 43.2% at year-end. As a result of the pandemic and the related economic uncertainty, the pace of consolidation with automotive dealership industry slowed considerably in 2020. However, our strong liquidity position enabled us to effectively manage through the onset of the pandemic and selectively capitalize on growth opportunities. During 2020, we completed the acquisitions of a BMW dealership property in Regina; an Acura dealership property in North Vancouver; an automotive property in Laval, Quebec, which is now tenanted by Tesla Motors Canada. And subsequent to year-end, on March 1, we completed the acquisition of Alexis dealership property, also in Laval, Quebec. We satisfied the purchase price by issuing 1.37 million trust units of the REIT or equivalent of $14.8 million to the Dilawri Group, increasing their effective interest in Automotive Properties' REIT to approximately 28.1%, which continues to demonstrate Dilawri's commitment to the REIT's success. The respective tenets of each of these acquired properties have all entered the long-term triple net leases, with contractual rent increases. While our tenants continue to operate on a limited basis during the first quarter of 2021, due to pandemic-related business restrictions that were heightened during the first -- fourth quarter of 2020, our portfolio remained fully leased. We received 100% of our contractual rent due under their leases, plus continued repayment of previous deferrals and no further deferrals have been requested. As a result of the stability, the capitalization rate applicable to our entire portfolio was 6.6% at quarter end, a reduction of approximately 10 basis points from 6.7% at 2020 year-end. This capitalization rate has returned to the level at 2019 year-end prior to the onset of the pandemic. I would now like to turn the presentation over to Andrew Kalra to review our 2021 first quarter results. Andrew?

Thanks, Milton, and good morning, everyone. Compared to Q1 a year ago, our property rental revenue increased 4.3% to $19.4 million. Cash NOI and same-property cash NOI increased 7.8% and 1.3%, respectively. FFO and AFFO for the quarter increased by 8.3% and 11%, respectively, compared to Q1 last year. And AFFO per unit diluted increased to $0.227, up from $0.208 in Q1 a year ago. Our growth was primarily due to properties acquired during and subsequent to Q1 a year ago and contractual rent increases. The REIT paid total distributions of $9.6 million or $0.201 per unit in the quarter, representing an AFFO payout ratio of 88.5%. This compares to an AFFO payout ratio of 96.6% in Q1 last year. As at March 31, 2020, the REIT had a strong financial position with a debt-to-GBV ratio of 41.7% and a strong liquidity position $56.9 million of undrawn credit facilities, 10 unencumbered properties with a value of approximately $166.8 million, providing us with additional financial flexibility. I'd like to turn the meeting back to Milton for his closing remarks. Thank you.

Thanks, Andrew. The automotive dealership industry is an essential business that has demonstrated strong resiliency through a difficult period. We believe that the overall fundamentals of the automotive dealership industry remains strong. As the pandemic continues to be brought under control, we expect the pace of industry consolidation to rebound, which should provide attractive acquisitions opportunities. Given our strong balance sheet position, we can pursue acquisitions on a strategic basis through debt financing and available liquidity. We will maintain our focus on preferred markets, property location, automotive brand and financial strength of the dealership operator in tenant, and of course, growing our AFFO per unit. On behalf of the Board of Trustees and our team at APR, thank you for your confidence and continued support. We are now pleased to answer any questions that you may have with respect to the company, its financial statements and its operations for this -- for last year or Q1. We will take unitholder questions that have been entered on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are relevant to the meeting will be addressed. Any appropriate questions that we do not get to will be addressed following the meeting. Andrew, are there any questions submitted?

There appears to be no questions at this time. [Operator Instructions] Milton, there's no questions submitted. I'll turn the meeting back to you.

Thank you. I would like to thank everyone again for joining us today. We look forward to seeing you all in person when we're able to return to a regular meeting format and appreciate your understanding during these unprecedented times. Stay safe. Good day, everyone.

Ladies and gentlemen, this concludes today's presentation. We thank you for attending. You may now disconnect your lines or close your webcast window. Thank you and have a wonderful day.