Automotive Properties Real Estate Investment Trust

TSX:APR.UN

Earnings Call Transcript 2020-Q2

[Operator]

Thank you. Good morning. Welcome to the Automotive Properties Limited Partnership 2020 Second Quarter Financial Results Conference Call and Webcast. My name is Joanna, and I will be your conference operator today. [Operator Instructions]. Please be aware that certain information discussed today may be forward-looking in nature. Such forward-looking information reflects to its current views with respect to future events. Any such information is subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those projected in the forward-looking information. For more information on the risks, uncertainties and assumptions relating to forward-looking information, please refer to the REIT's latest MD&A and Annual Information Form, which are available on SEDAR. Management may also refer to certain non-IFRS financial measures. Although the REIT believes these measures provide useful supplemental information about financial performance, they are not recognized measures and do not have standardized meanings under IFRS. Again, please refer to REIT's latest MD&A for additional information regarding non-IFRS financial measures. This call is being recorded on Friday, August 14, 2020. I would now like to turn the conference over to Milton Lamb. Please go ahead, Mr. Lamb.

[Milton Donald Lamb, President & CEO]

That's great. Thank you, Joanna. Good morning, everyone, and thank you for joining us today. With me on the call is Andrew Kalra, our Chief Financial Officer. First of all, I'd like to apologize for being a bit later than we normally I'd like to on the results last night. We were waiting for a signature on the waiver on the subsequent events transaction that we announced. But glad to get it done and glad to get it out. Combination of our tenant base, consistent of leading automotive dealership operators in Canada and our strong liquidity position enabled us to work with certain of our tenant partners to provide support during the partial rent deferrals as they manage the economic challenge imposed by COVID-19 pandemic. As a result, we have collected approximately 78% of our base rent in Q2 2020, with the remaining amount subject to rent deferral agreements with tenants. This is reflected in our continued solid growth in revenue, NOI and AFFO for the quarter. In comparison to Q2 last year, our property rental revenue grew at 14.5%. Cash NOI increased by 12.6%, and AFFO was up 24%. AFFO per unit in the quarter was down from Q2 last year due to the closing of our December 2019 equity offering, where we issued 7.9 million REIT units and the partial deployment of proceeds from the offering. Our December equity rate deleveraged our balance sheet, providing us with a strong liquidity position to manage through the onset of the COVID-19 pandemic. And as you know, 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 of nonessential business. As a result of these measures, most of our tenants, automotive dealership businesses were either closed or operating at a limited basis from the second half of March through to the second half of May. This has had a significant adverse impact on the automotive dealership business during this period, including a significant reduction in new car sales and servicing. As a result, automotive industry analysts have forecast Canadian new car sales will decline by approximately 30% in 2020 as compared to 2019. As at the end of May 2020, all of our tenants were fully open for business. According to Statistics Canada, new automotive sales in Canada for the 5 months ending May 31, 2020, were down approximately 39.7% compared to the corresponding period in 2019. As provincial lockdowns eased in May, pent-up consumer demand resulted in a rebound in Canadian auto sales and increase in service work performed in the automotive dealership level. According to one industry report, new automobile sales units in Canada for the month of June 2020 declined by approximately 16% as compared to June a year ago, a significant improvement from the preceding month. In Q3, this momentum continues as estimated sales are approximately down 5% July over July last year. Many of our tenants have also benefited from the Canadian Emergency Wage Subsidy program, providing them with further stability and a road to profitability. This and the improving sales and service levels have resulted in no new requests for rent deferrals from our tenants, and our tenants have started to pay back prior rent deferrals. We believe the ongoing recovery demonstrates the resilience of the automotive dealership industry and that automotive -- I'm sorry, and that automobiles are an essential part of our daily lives. We're also seeing the dealership industry's ability to adapt to the evolving consumer preferences and a more immediate consumer concerns regarding COVID-19 with a robust online presence and e-commerce options to facilitate consumer purchasing decisions, with the availability of curb-side pickup drop off, combined with the essential service of vehicle maintenance. We're encouraged by these recent developments and believe the economic outlook for our tenants has significantly improved from this time in our first quarter discussion. I'd now like to turn it over to Andrew Kalra to review our financial results and position in more detail. Andrew?

[Andrew Atul Kalra, CFO & Corporate Secretary]

Thanks, Milton, and good morning, everyone. Property rental revenue in the quarter was $18.8 million, an increase of 14.5% from Q2 last year, reflecting growth from properties acquired during and subsequent to Q2 last year and contractual annual rent increases. Total cash NOI and same-property cash NOI, excluding bad debt expense for the quarter increased to $14.8 million and $13.2 million, respectively, reflecting increases of 12.6% and 1.2%, respectively, compared to Q2 a year ago. Growth in cash NOI was primarily attributable to acquisitions, growth in same-property cash NOI primarily reflects contractual rent increases. G&A expenses for the quarter were approximately 7% of our cash NOI compared to 5.8% in Q2 last year. The increase primarily reflects expenses associated with internalization of management and operations as a REIT in line with our initial forecast. Net loss for the quarter was $23.4 million compared to a net income of $8.4 million in Q2 last year. The variance was primarily due to fair value adjustments for Class B LP units, DUs and IDUs, and investment property and interest rate swaps, primarily offset by an increase in NOI and lower interest expense and other financing charges. FFO for the quarter was $10.7 million, an increase of 21.8% compared to Q2 a year ago. AFFO for the quarter was $9.9 million, an increase of 24% compared to Q2 last year. Growth in FFO and AFFO was primarily due to properties acquired during and subsequent to Q2 a year ago and contractual rent increases. FFO per unit diluted was $0.222 in the quarter compared to $0.272 in Q2 last year. AFFO per unit was $0.205 compared to $0.247 in Q2 a year ago. The declines in FFO and AFFO per unit in the quarter were primarily attributable to the closing of our $92 million equity offering in December last year, resulting in the issuance of 7.9 million REIT units, which deleveraged our balance sheet from a Debt to GBV of 49.7% in Q2 last year to 44.4% at the end of Q2 this year. Total distributions declared and paid in the quarter were $9.6 million, representing an AFFO payout ratio of 98% compared to $6.4 million in total distributions paid in Q2 a year ago, representing a payout ratio of 81.4%. We made a fair value adjustment to our property portfolio for the quarter, resulting in a decline of $10.9 million, mainly due to a 10 basis point adjustment made to valuation inputs reflecting the impact of COVID-19 on all our tenants. The overall capitalization rate applicable to our property portfolio increased by 30 basis points to 6.9% as at June 30 compared to 6.6% as at 2019 year-end. The cap rate applicable to our portfolio at the end of Q1 this year was 6.8%, following a fair value adjustment of $23.1 million in that quarter, again, related to the impacts of COVID. I'll conclude with a review of our liquidity and capital resources. Our liquidity position at quarter end included approximately $75 million of undrawn revolving credit facilities and $3.8 million in cash. Further, we have 8 properties valued at approximately $128 million that remain unencumbered, providing us with additional financial flexibility. While we do not expect to exceed the original limits contained in our credit facilities, we continue to enjoy strong support from our lenders and proactively engaged in discussions regarding the modification of certain financial covenants related -- contained in our credit facilities. As a result, 2 of our lenders have amended their respective credit facilities to remove the cap on the REIT distribution of the 100% of AFFO payout ratio, calculated on a rolling 4-quarter basis as long as our Debt to GBV is less than 55%, well above our current Debt to GBV of 44.4%. The third lender has increased the rolling cap on AFFO payout ratio to 110% until September 30 of next year, 2021. We had $389 million outstanding on our credit facilities at quarter end with an effective average interest rate on debt of 3.77%. We have a well-balanced level of annual maturities and our weighted average interest rate swap term is 5.5 years. I'd like to turn the call back to Milton for closing remarks. Thank you.

[Milton Donald Lamb, President & CEO]

Great. Thank you, Andrew. While our acquisition momentum has been muted by the impacts of the pandemic, we expect to see increased opportunities in future quarters as the industry fundamentals stabilize and the dealer consolidation accelerates. Yesterday, we wave conditions for the purchase of the automotive real estate in Laval, Quebec. We have secured a long-term commitment from the luxury high-end automotive company that will occupy the premises. We estimate that the total expenditures related to the purchase, including -- sorry, to the property including the purchase price, and certain improvement costs related to the expenses will be approximately $13.4 million. We continue to benefit from a strong relationships with some of Canada's largest automotive dealership groups and continue -- and conditions improve -- excuse me, as conditions improve, we believe our current tenant grip will be the leaders in the future consolidation of Canada's automotive dealership. And we should present continued opportunities for the REIT to strengthen our dealership partnership and build on our portfolio through accretive acquisitions with our tenants. In evaluating potential opportunities, we'll maintain our strategic acquisition criteria, focusing on select markets, property locations, automotive brand and the financial strength of the dealership business operator. This concludes our remarks, and I'd now like to open it up for questions. Joanna, please go ahead.

[Operator]

[Operator Instructions] And the first question comes from Jonathan Kelcher at TD Securities.

[Jonathan Kelcher, Analyst]

First question, just on the Laval deal. What's the existing dealership that's there now?

[Milton Donald Lamb, President & CEO]

There is no existing dealership. It is an automotive property that we are going to be doing certain improvements, and we're going to be -- and we simultaneously are doing due diligence, put it under a long-term lease.

[Jonathan Kelcher, Analyst]

Okay. What is the purchase price versus the redevelopment cost to get to that $13.4 million.

[Milton Donald Lamb, President & CEO]

The vast majority of that without breaking it down, the vast majority is actually the purchase price. It is not a significant redevelopment. It is more improvements that we have to do to get it up to modern standards to allow the tenant to do their work and move in. We did not expect this to be a long-term -- sorry, we do expect that this to turnaround and become income-producing sooner than later.

[Jonathan Kelcher, Analyst]

Okay. Is it an existing dealership group that you guys have a relationship with?

[Milton Donald Lamb, President & CEO]

I can't get into too much details because we are under a confidentiality agreement. And we'd certainly like to have them -- well, we're obligated to allow them to do their grand opening announcement.

[Jonathan Kelcher, Analyst]

Well, I'm just talking about like is this a new tenant for you guys? Or is it an existing tenant expanding?

[Milton Donald Lamb, President & CEO]

This opportunity was brought to us by an existing tenant to work with them to allow this transaction to come together to acquire the property and get it ready for them on a long-term lease basis.

[Jonathan Kelcher, Analyst]

Okay. And then just switching gears. The $400,000 reserve that you guys took. I'm assuming that's just you guys being conservative here.

[Andrew Atul Kalra, CFO & Corporate Secretary]

Yes, Jonathan, just being prudent and conservative. We expect full collection, but we wanted to provide forward in the quarter. And as that AR balance -- as we're collecting in July and August, we'll see that AR balance drop. And then obviously, the provision will drop correspondingly.

[Jonathan Kelcher, Analyst]

Okay. So you'd probably reverse it over the next couple of quarters, assuming all the money comes in?

[Andrew Atul Kalra, CFO & Corporate Secretary]

Yes, that's it.

[Milton Donald Lamb, President & CEO]

Both going to decline, naturally. Sorry, Andrew, go ahead.

[Andrew Atul Kalra, CFO & Corporate Secretary]

Yes. No, it's exactly [indiscernible] the AR balance is going to decline naturally based under the full agreements, and we'll see that exactly as you said, Jonathan, over the next few quarters.

[Jonathan Kelcher, Analyst]

Okay. And then just on that, I guess, the 99% rent collection number seems like a little bit of a funny number to me. What hasn't come in?

[Milton Donald Lamb, President & CEO]

So I'll flip it the other way. What has come in is all of our July and August rents. The difference was obviously some deferral and just getting back up to speed on that. But as mentioned, our tenants have started paying back on the deferral agreements.

[Jonathan Kelcher, Analyst]

Okay. So 100% of July and August rents have come in, and then you're just a little bit on the deferrals?

[Milton Donald Lamb, President & CEO]

All right, correct.

[Operator]

The next question comes from Tal Woolley at National Bank.

[Tal Woolley, Research Analyst]

Just in your conversations with the dealerships right now in terms of their operations, like are there any big hitches for them in terms of being able to restart their business? Like any big challenges getting inventory, staffing, service base, that kind of thing?

[Milton Donald Lamb, President & CEO]

No, on the service side, that was a specific question I've asked recently. It's kind of parts inventory. The service side has -- that is certainly an area of pent-up demand and that's rebounded nicely. Dealership groups that I'm talking to are pleasantly surprised at the speed of the recovery. The inventory on the new car dealerships is interesting because if you ask the OEMs, they're a bit grumpy about it. But if you ask the dealers, a bit more restricted inventory as opposed to this time last year when arguably there was -- it was over-inventory means higher margins on sales. If there's only so many cars out there, you can demand to get closer to your manufactured price. You will see how quickly the OEM incentives have declined from April, May, June, July. And that is a big indicator. So it's -- for the profitability of the dealership businesses, lower inventory is probably a good thing.

[Tal Woolley, Research Analyst]

Okay. And then just on the -- sorry, go ahead.

[Milton Donald Lamb, President & CEO]

And the rest of it on the hitches. The only thing we're really hearing is, again, a double-edged sword. Certainly the wage subsidies that the government is offering is assisting them. But at the same time, some of their employees are more than happy to stay at home. So as they're ramping back up, getting the staffing back in, certainly expected, but the wage subsidy -- sorry, the top-up from the government is reducing incentives for employees to get back to work.

[Tal Woolley, Research Analyst]

Okay. And then just on your balance sheet, your debt stack is unique. You rely extensively on bank debt. It sounds like conversations with your lenders have been fine, and there's no real shift in credit availability there. Have you guys given much thought just maybe diversifying that stack a little bit, like maybe you go in try to get mortgages or use more secured debt. Just wondering, if -- obviously things can change quickly in this market. And so just wondering, if you talked about kind of diversified capital structure?

[Milton Donald Lamb, President & CEO]

Sure. Yes, we've talked about it a number of times. What you're asking us to do is take a step back as opposed to a step forward. Kind of in the evolution, I kind of look at it as -- we look at it as mortgages. And then once you get enough unencumbered assets, you'll do pool that have the flexibility that our credit facilities do. And then if you get to a multibillion dollar state that you can get rated, you will go and do some unsecured. So we're certainly not at the latter, but I also don't believe we're at the former. The world of increasing properties, Mezz debt is incredibly expensive. The amount that we've had to -- that when I was in my last life in the brokerage, had to deal with undiffusements, it is very tough to sometimes handle. This structure has worked extremely well for flexibility. And when you see our relationship is fine, as Andrew mentioned, we proactively knocked on their door, and they were very good as far as we understand, you're only at 44.4%. This is what not was originally intended. We shall amend or modify. So, no, we continue to enjoy support. That doesn't mean on specific properties we won't put mortgages on when the opportunity is right. But at this point, we have $128 million of unencumbered assets as well.

[Andrew Atul Kalra, CFO & Corporate Secretary]

Just to reiterate that, Tal. I mean, we talked about the flexibility of these credit facilities. We've renewed and extended all 3 of them over the last 5 years. So they've worked out very well for us.

[Tal Woolley, Research Analyst]

Okay. And then just lastly, what do you think the pandemic sort of done to your view on the prospects? Or has it changed your view on the prospects for consolidation and acquisition pricing now that we're sort of hopefully through the initial first and hopefully worst part of it.

[Milton Donald Lamb, President & CEO]

Yes. And I certainly believe we are. Two things that I think the pandemic has done. The first one is people are valuing their personal space more. And that is both probably in less use of public transit, but also whether it's improving your house because you're spending more time there or people -- it's interesting the luxury car sales are doing well because people want to be in the space that they enjoy right now. So that's an interesting hallmark as we evolve personally that people do like to have their own bubble, their own space. When it comes to M&A, as you can imagine, the banks were very good to most businesses, including dealerships during the COVID period. And now everyone's taking a step back and saying, this has broken, what are we going to next? By broken, I mean the COVID emergency shutdown has stopped, what's our next step? And that's both -- I'm sure some people are looking at exits and other people looking at ramping up. I expect to see more of that as it digests, and people think about it. And quite frankly, there's going to be a buy/sell gap that occurs at the beginning. And then as people get more serious, the pricing will come together. So I expect to see a lot more activity as we finish off '20 and certainly going into '21. It's -- it also leans towards the requirement to have a very strong e-commerce platform and not just naturally gives an advantage to some of the larger dealership groups.

[Operator]

The next question comes from Matt Logan at RBC Capital Markets.

[Matt Logan, Analyst]

Andrew, just wondering if you could walk us through some of your valuation inputs. In terms of your higher discount rate, were there any specific properties or regions? Or was it just more of an across the board change?

[Andrew Atul Kalra, CFO & Corporate Secretary]

Sure. In Q1, we did focus, obviously, on the COVID-19, but as well as Alberta, and that was a portion of the increase in Q1 that related to Alberta. In Q2, the 10 basis points was pretty much across the board on the overall portfolio. And that was specifically just to take into account the impact of the COVID-19 on our tenants. I believe we've done a very good job in taking proactive on Q1 and Q2 on our property valuations. And we're in a good position for 2020. We'll assess things as they go, but that's the mindset that we use.

[Milton Donald Lamb, President & CEO]

We're at 6.9%. I would argue that's partly because you worked at market of property right now that has a difussement -- sorry, not difussement, a deferral, just off of the COVID shutdown. That naturally, the psychology of investor is not as positive as when you're kind of back into normalized rent. And that, that COVID memory is 6 months, 9 months, 12 months old. So I think that's just the practicality of when you're driving volume, you see -- we were beaten up as a lot of people were in March and April, and that because you drive by a dealership, and you see it's got -- it's closed for the moment. That doesn't make you feel good as an investor. But having it back up back current and going, we certainly think that 6.9% we are being very prudent, and we will see where that goes in the future, but we don't expect that to continue to increase our cap rate.

[Matt Logan, Analyst]

But suffice it to say, as the recovery takes hold, the bad debt and collections progressed positively. We could start to see valuation normalize in 2021 if things improve?

[Milton Donald Lamb, President & CEO]

Well, I mean, we've always said we'd like our tenant base. And COVID happened. The Q2 happened and it's showing the resilience going to Q3 and going forward. So looking in a rearview mirror, I think this will kind of have a positive view as opposed to a negative that it was in the very moment that it occurred.

[Matt Logan, Analyst]

And in the positive view, would that be more principally on the acquisition opportunity? Like do you see more portfolios for sale or assets that you might not have otherwise been able to acquire?

[Milton Donald Lamb, President & CEO]

That's what where quite frankly, hoping to double it sort of how quickly the recovery has occurred. The great news is it's occurred and it could -- how much of it is just pent-up demand, how much of it carries forward. That's the question mark. People will do some thinking about what they want to do with their businesses. That should provide opportunity. I do think that our biggest competitor is always been banks, providing very high LTV mortgages to dealer operators. So as we go forward, I think they'll be a bit more conservative on that, and that will help us. We've always said, and we've actually been able to take advantage when there's a large portfolio of sale to be able to be at the table. So we hope and think that will occur again. I just think there will be a small lag before that momentum really kicks in, but we are hoping and expecting that momentum.

[Matt Logan, Analyst]

So I guess if we roll that up, there's interest. There's a lot of discussions, but there's still a bit of a bid-ask spread in the market.

[Milton Donald Lamb, President & CEO]

There's a bid-ask spread. And some of them -- ourselves it is a great -- we've got through it. We're enjoying a very good pace of liquidity to protect us on the downside and to be able to be active on the upside. Do we want to spend that all right now at this very moment? Or do we want to see how things unfold a bit and make sure we are actually going at the opportunities that are the best opportunities that have come forward. I think that's the same thought process that's going through a lot of the dealership groups that I'm talking to. They're having discussions with us to make sure that are we ready to react? Are we there for them as opposed to specifics? This is the deal.

[Operator]

[Operator Instructions] The next question comes from Troy Maclean at BMO Capital Markets.

[Troy Raymond MacLean, Analyst]

Just on the 2021 lease renewal. Have you started talking to the tenant? And has the COVID impact -- has COVID impacted what you think the market rent will be for that property?

[Milton Donald Lamb, President & CEO]

Interesting question. On the second one. The first one is yes, we disclosed that we are under discussions with them. It is a high-quality dealer, brand -- high-quality dealer, high-quality brand, great location. We are not surprised that there are discussions going on. Dealerships groups are not opposed to using whatever is in their environment around them to ask for a better deal. But it is a very high-quality piece of real estate, and we certainly want to get commensurate rates to what's out in the marketplace. It's interesting. There has been a bit of a void on recent transactions, as you can imagine. But that void is only 3 to 6 months. So hard to say exactly where we'll end up, but I'm feeling more positive than negative.

[Troy Raymond MacLean, Analyst]

And then on the acquisition in Laval, was that something that started before the pandemic? Or was that post-pandemic?

[Milton Donald Lamb, President & CEO]

Interesting question. It was -- for us, it was during the pandemic that it was brought to us. The group that brought it to us had been looking for a location, and I think it engaged and kind of factored in on this before COVID, but brought it to us in COVID to help become part of the solution.

[Troy Raymond MacLean, Analyst]

And then would it be fair to say, considering that the redevelopment is quite light and it's pre-lease that the overall yield is going to be close to what a regular acquisition cap rate would be for that market?

[Milton Donald Lamb, President & CEO]

We did an acquisition of a property, and we did a lease, and we've got to do some work. I still believe in the outage get paid for your work. So it's not dramatic, but I would hope, putting all the pieces together, you get paid a bit more for doing that effort.

[Troy Raymond MacLean, Analyst]

And then do you think -- you've done a couple of these now, redevelop a property? I am thinking of the one on Kitchener. Is there much more room to -- I know it's probably -- you can't predict these things, but do you think you'll see more of these in the future like this type of deal?

[Milton Donald Lamb, President & CEO]

Going back the comment I made with Matt, I think the banks are not as flexible as they once were. So that probably provides us with a bit more opportunity. And that -- we don't mind the idea of some redevelopment, especially, in this case, it's minor redevelopment. And we don't even mind the idea of doing some developments, prefer to get through a bit more of this -- of our current 2020. But -- as long as we have -- we don't like spec. So as long as we have a long-term lease commitment, we'll certainly work with the dealership groups to be able to provide a solution. So I'd like to see and think we will see more of that in, again, going on in the future. I don't know for the next little bit. One thing I can say is OEMs have pulled back a bit on their demands of dealers for image improvements and new builds. As you can imagine, everyone's just kind of put their head down a bit. Now when that pops back up is another question. So I think it would be more in the redevelopment world and more in the sale-leaseback than brand-new builds.

[Operator]

Thank you. There are no further questions. You may proceed.

[Milton Donald Lamb, President & CEO]

That's great. Thank you, everyone. Enjoy the rest of August.

[Operator]

Ladies and gentlemen, this concludes your conference call for today. We thank you for participating, and we ask that you please disconnect your lines.