proreit investment presentation 2019may16-final
TRANSCRIPT
INVESTORPRESENTATION
MAY 2019
Disclaimer
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About this PresentationThis presentation is dated May 13, 2019 and is strictly intended to provide general information about PRO Real Estate Investment Trust (“PROREIT”) and its business. This presentationdoes not constitute an offer to sell or the solicitation of an offer to buy any securities of PROREIT. The information in this presentation is stated as at March 31, 2019, unless otherwiseindicated.
Non-IFRS MeasuresPROREIT’s consolidated financial statements are prepared in accordance with International Financial Reporting Standards (“IFRS”). In this presentation, as a complement to resultsprovided in accordance with IFRS, PROREIT discloses and discusses certain non-IFRS financial measures, including Adjusted Funds From Operations (“AFFO”), Funds From Operations(“FFO”), Gross Book Value (“GBV”), debt-to-GBV, Net Operating Income (“NOI”), interest coverage ratio and payout ratios as well as other measures discussed elsewhere in thispresentation. These non-IFRS measures are not defined by IFRS, do not have a standardized meaning and may not be comparable with similar measures presented by other issuers.PROREIT has presented such non-IFRS measures as Management believes they are relevant measures of PROREIT’s underlying operating performance and debt management.Non-IFRS measures should not be considered as alternatives to net income, cash generated from (utilized in) operating activities or comparable metrics determined in accordance withIFRS as indicators of PROREIT’s performance, liquidity, cash flow, and profitability. For a full description of these measures and, where applicable, a reconciliation to the most directlycomparable measure calculated in accordance with IFRS, please refer to the “Non-IFRS and Operational Key Performance Indicators” section in PROREIT’s Management’s Discussion andAnalysis for the period ended March 31, 2019 and for the year ended December 31, 2018 available on SEDAR at www.sedar.com.
Forward-Looking InformationCertain statements contained in this presentation constitute forward-looking information within the meaning of applicable securities laws. In some cases, forward-looking information can beidentified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”, “believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”,“schedule”, or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this presentation include,but are not limited to, statements with respect to PROREIT’s future financial performance; the ability of PROREIT to execute its growth strategies; PROREIT’s ability to continue payingmonthly distributions and PROREIT’s ability to raise capital; the expected timing and completion of the REIT’s announced transactions. Forward-looking statements are based on a numberof assumptions and are subject to a number of risks and uncertainties, many of which are beyond PROREIT’s control, that could cause actual results and events to differ materially fromthose that are disclosed in or implied by such forward-looking statements. PROREIT’s objectives and forward-looking statements are based on certain assumptions, including that (i)PROREIT will receive financing on favourable terms; (ii) the future level of indebtedness of PROREIT and its future growth potential will remain consistent with PROREIT’s currentexpectations; (iii) there will be no changes to tax laws adversely affecting PROREIT’s financing capacity or operations; (iv) the impact of the current economic climate and the current globalfinancial conditions on PROREIT’s operations, including its financing capacity and asset value, will remain consistent with PROREIT’s current expectations; (v) the performance ofPROREIT’s investments in Canada will proceed on a basis consistent with PROREIT’s current expectations; and (vi) capital markets will provide PROREIT with readily available access toequity and/or debt. Additional information about these assumptions and risks and uncertainties is contained under “Risk Factors” in PROREIT’s latest annual information form, and in otherfilings that PROREIT has made and may make with applicable securities authorities in the future, all of which are or will be available on SEDAR at www.sedar.com. In addition, theacquisitions announced by PROREIT remain subject to satisfactory due diligence review and other conditions.The forward-looking statements contained in this presentation are expressly qualified in their entirety by this cautionary statement. Investors are cautioned not to put undue reliance onforward-looking statements. All forward-looking statements in this presentation are made as of the date of this presentation. PROREIT does not undertake to update any suchforward-looking information whether as a result of new information, future events or otherwise, except as required by law.
Additional InformationInformation appearing in this presentation is a select summary of PROREIT’s business, operations and results. The latest annual information form of PROREIT and its consolidated financialstatements and management’s discussion and analysis thereon for the year ended December 31, 2018 and for the period ended March 31, 2019 are available on SEDAR atwww.sedar.com.
INVESTORPRESENTATION
MAY 2019
INVESTORPRESENTATION
MAY 2019
BUILDING A MID-CAP DIVERSIFIED COMMERCIAL REIT IN CANADA
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INVESTORPRESENTATION
MAY 2019
INVESTORPRESENTATION
MAY 2019
Section 1. PROREIT AT A GLANCESection 2. PROVEN EXECUTIONSection 3. ROBUST 2019 FIRST QUARTER Section 4. POSITIONED FOR GROWTHSection 5. APPENDICES
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INVESTORPRESENTATION
MAY 2019
84PROPERTIESIN 9 PROVINCES
BC: 5AB: 11
SK: 4
MB: 6
ON: 10 QC: 16
NS: 9NB: 22
PEI: 1
About PROREIT
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Quick Facts(As at May 16, 2019)
NOI by Asset Class(3 months ended March 31, 2019)
Retail 44.6%
Industrial 28.6%
Commercial Mixed-Use 10.7%
Office 16.1%
Ticker Symbol (TSX)PRV.UN
DRIP Eligible3% bonus units
Tax Deferred Distribution100% (estimated)
Annual Distribution$0.63 (post-consolidation)
Total Units31,449,987
Market Capitalization$220 million
Yield8.9%
Average Volume65,000
Established in 2013, PROREIT owns $517 million of diversified commercial real estate properties in Canada, representing over 3.7 million square feet of gross leasable area. PROREIT is mainly focused on strong secondary markets in Québec, Atlantic Canada and Ontario, with selective exposure in Western Canada.
INVESTORPRESENTATION
MAY 2019
Our Vision
To become a mid-cap diversified Canadian REIT with high-quality commercial real estate in specific segmentsof the industrial, retail, commercial mixed-use and office sectors, recognized for its ability to:
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WITH A CLEAR STRATEGY TO GROW FFO AND NAV
PRODUCESTABLE AND GROWING RETURNS
GROWUNITHOLDER VALUE PER UNIT
INVESTORPRESENTATION
MAY 2019
Our Growth History
► 23 properties; 1.0M sq. ft. GLA
► 32 properties; 1.7M sq. ft. GLA
► 39 properties; 2.0M sq. ft. GLA
► 66 properties; 2.7M sq. ft. GLA
A TRANSFORMATIONAL YEAR► Achieved $500M asset target► 84 properties; 3.7M sq. ft. GLA
► $69.1 million in new equity capital raised► Bought deals at $2.30 per unit and $2.32 per unit► Large banking groups
► Acquisition of property management platform► Now present in 9 Canadian provinces
FOCUSED ON THE FUTURE► Internalization of asset
management on April 1, 2019
► Graduation to TSX on May 7, 2019► Consolidation of
Units 3:1
2013 2014 2015 2016 2017 2018 2019
Consistently paid attractive distributions every month, since January 2014
PROREIT CREATION BY FORMER CANMARC MANAGEMENT► One $6 million property;
397K sq. ft. GLA
► TSX-V listing (PRV.UN)
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INVESTORPRESENTATION
MAY 2019
A Solid Track Record
FIVEYEARS OF GROWTH
1,628
9,189
18,19022,963
29,639
40,889
05
1015202530354045
2013 2014 2015 2016 2017 2018
1,1265,758
11,20714,105
18,266
26,049
05
1015202530354045
2013 2014 2015 2016 2017 2018
1,410 2,9446,258 7,619
10,32514,340
05
1015202530354045
2013 2014 2015 2016 2017 2018
Property Revenues($ Millions)
Net Operating Income($ Millions)
Adjusted funds from operations($ Millions)
Total Assets($ Millions)
Gross Leasable Area (‘000 sq. ft.)
70,2
141,5203,2
258,0
365,9
509,7
0
100
200
300
400
500
600
2013 2014 2015 2016 2017 2018
397
1 044
1 6702 005
2 690
3 703
0
500
1 000
1 500
2 000
2 500
3 000
3 500
4 000
2013 2014 2015 2016 2017 2018
CAGR 91% CAGR
87%
CAGR 49%
CAGR 56%
CAGR 59%
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INVESTORPRESENTATION
MAY 2019
2018 Property Additions
TransactionPurchase Price
($millions)Number of Properties
Added GLA(sq. ft.)
Occupancy Rate at Acquisition
1750 Jean-Berchmans-Michaud St. Drummondville, QC (50%) $4.39 1 85,560 100%
Winnipeg, MB Industrial Portfolio $27.3 6 237,430 100%
598 Union St., Frederiction, NB $4.5 1 32,258 100%
Quebec Retail Portfolio $8.95 4 13,606 100%
Ottawa ON Office Portfolio $51.7 5 282,000 97.3%
Saint Hyacinthe, QC light industrial property $10.0 1 176,070 100%
Southwest Ontario Industrial properties $15.4 2 202,000 100%
Total Acquisitions $122.24 20 1,028,924
Total Sales ($0.895) (1) (11,700)
Net Acquisitions $121.34 19 1,017,224
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INVESTORPRESENTATION
MAY 2019
Strong Experienced Management Team
► 70+ years of collective asset management and property management experience
► Former CANMARC REIT team§ Sold to Cominar in 2012
for $1.9B (43% annual ROI since IPO)
► Extensive network of real estate and capital markets relationships
► Alignment with unitholders: officers and trustees own 8% of outstanding Units
► Competitive, objectives-based asset management structure
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James W. BeckerlegChief Executive Officerand Trustee
Gordon Lawlor, CPA, CAExecutive Vice President, Chief Financial Officer and Secretary
Mark O'BrienManaging Director,Operations
Alison Schafer, CPA, CADirector of Finance
Chris AndreaPresidentCompass Commercial Realty
INTERNALIZATION OF ASSET MANAGEMENT FUNCTION COMPLETED ON APRIL 1, 2019 WILL ADD VALUE FOR UNITHOLDERS
INVESTORPRESENTATION
MAY 2019
Scale Brings Transformational Growth Opportunities
INTERNALIZATION OF PROPERTY AND ASSET MANAGEMENT (2018-2019)
► Increases cash flow and adds value
► Creates significant economies of scale
► Provides additional transparency in accounting and financial reporting
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INCREASED SCALE ► Increases access to larger and higher
quality acquisitions
► Decreases risk with greater diversification and reduced dependency on top tenants
► Increases potential for internal growth: rent increases, densification, etc.
LEVERAGE TO IMPROVE COST OF CAPITAL AND INCREASED GROWTH PER UNIT
INVESTORPRESENTATION
MAY 2019
INVESTORPRESENTATION
MAY 2019
ROBUST 2019 FIRST QUARTER PERFORMANCE
SECTION 3.
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INVESTORPRESENTATION
MAY 2019
2019 First Quarter Strong Financial Results
CAD $ thousands except for unit amounts unless otherwise stated
Three months ended Mar. 31, 2019
Three months ended Mar. 31, 2018 Change YoY %
Total Assets $516,875 $366,581 41.0%
Property Revenue $13,510 $9,397 43.8%
NOI $8,458 $5,891 43.6%
Debt to Gross Book Value 58.58% 55.42% –
Interest Coverage Ratio 2.6x 2.6x –
AFFO $4,829 $3,200 50.9%
AFFO Payout Ratio (Basic) 102.3% 114.4% 10.6%
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INVESTORPRESENTATION
MAY 2019
An Increasingly Diversified Portfolio Over the Last Year
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Base Rent by Asset Class (1)
Retail
Industrial
(1) Based on in-place and committed base rent as of Sept. 30, 2018 and Mar. 31, 2019
Base Rent by Province (1)
46.0
27.4
10.5
16.1
43.2
18.9
18.2
19.6
Commercial Mixed Use
Office
Q1-2019
Maritime Provinces
Quebec
Western Canada
Ontario
Q1-2019
Asset Class Number of Properties Occupancy (%) GLA (sq. ft.)
Retail 49 97.6 1,079,074
Commercial Mixed-Use 7 97.4 443,678
Office 9 94.1 435,005
Industrial 19 99.3 1,744,673
Total 84 98.0 3,702,430Based on in-place and committed base rent as of Mar. 31, 2019
Q3-2018 Q3-2018
54.225.9
12.57.4
51.1
20.1
21.5
7.3
INVESTORPRESENTATION
MAY 2019
Top Ten Tenants
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# Tenant % of In-Place Base Rent GLA (sq. ft.) WALT
(years) Credit Rating (1)
1 7.7 104,929 10.3 Baa2/BBB+/na
2 7.4 222,491 8.4 na/BB+/BBH
3 4.3 66,083 6.0 na/BBB/BBB
4 4.1 73,811 3.0 Aaa/AAA/AAA
5 2.5 88,840 8.8 na
6 2.1 176,070 6.2 Ba1/BB+/na
7 2.0 40,901 7.5 na/BB+/BBH
8 2.0 20,219 11.8 Aa2/A+/AH
9 1.9 172,719 9.3 na
10 1.9 44,720 3.9 na
TOP TEN SUBTOTAL 35.9 1,010,783 7.8OTHER TENANTS 64.1 2,617,262 4.9VACANT 74,385TOTAL 100.00 3,702,430 5.8
(1)Based on annualized in-place and committed base rent at March 31, 2019(2) Source: Moody’s, S&P, and DBRS. Credit rating assigned to tenant or its parent.
Highlights
Top ten tenants account for35.9%of base rent
Sevenof the top tentenants are credit rated
Credit quality tenants account for 48.9% of in-place base rent
INVESTORPRESENTATION
MAY 2019
High-Quality Tenant Profile
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GLA
BASE RENT
-0,1
0
0,1
0,2
0,3
0,4
0,5
0,6
0
0,1
0,2
0,3
0,4
0,5
0,6
0,7
0,8
0,9
1
2019 2020 2021 2022 2023 2024-2036
► Excellent retention rate: Tenant renewal or replacement rate average above 90% in each of the past five years
► Overall weighted occupancy rate of 98.0% with a weighted average remaining lease term of 5.8 years
► Credit quality tenants have a weighted average remaining lease term of 6.5 years
► Staggered lease maturity profile► Not more than 13.5% of base rent matures in any given lease year
2.6%6.9%
13.5%
8.4%11.0%
55.7%
1.5%7.4%
13.4% 11.1% 11.1%
55.4%
INVESTORPRESENTATION
MAY 2019
Strategies for Driving Growth and Creating Value
Internal Growth► Nurture existing client
relationship, ensuring tenant retention and growth
► Implement operating improvements and preventative maintenance programs
► Pursue expansion and redevelopment opportunities within the portfolio
► Exploit lease-up opportunities
Strong Balance Sheet► Low cost of debt
► Staggered mortgage and lease maturity profile
► Targeted Debt to GBV ratio
► Access to multiple sources of capital
► Prudent capital management
External Growth► Acquire accretive income-
producing commercial properties in strong secondary markets
► Focus on Class B, high-quality commercial real estate
► Seek properties with selective development, expansion opportunities and geographical diversification
► Pursue off-market opportunities allowing access to unique pipeline
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INVESTORPRESENTATION
MAY 2019
What Differentiates Us
OUR ABILITY TO IDENTIFY AND BUILD A STABLE, LOW RISK PORTFOLIO WHERE LARGER REITs ARE CURRENTLY DIVESTING
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► Urban markets and regional economic centres outside Central Vancouver, Toronto and Montreal
► Often higher capitalization rates
► Focus on Eastern Canada
► Strong upside as market is transforming
► Our size permits us to be opportunistic
Strong Secondary MARKETS
Selection of High Quality Class B Assets
► Community retail service centres
► Industrial
► Mixed-use Commercial
► Office
Targeting specific SEGMENTS within four SECTORS
INVESTORPRESENTATION
MAY 2019
Focused on Community-Based Service Centres
► Typically brand grocery or pharmacy anchored► Brand names► Long-term leases► Excellent covenants
► Banks, medical professionals, government services, restaurants► Upside potential from rent increases, vacancy fill-up and pad development is available
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INVESTORPRESENTATION
MAY 2019
Focused on Light Industrial Buildings
► Single or multi-tenant, light industrial buildings (typically 22 feet clearance or higher)
► Located on major transportation routes with strategic access to:► Airports► Large cities► Border crossings
► Currently focused on 50,000 sq. ft. to 200,000 sq. ft. buildings where increased occupancy and increased annual revenues are available
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INVESTORPRESENTATION
MAY 2019
Focused on Mixed-Use Commercial / Office
► Buildings are often in industrial parks► Flex office with loading docks► Retail in industrial buildings (e.g. - décor, wholesale)► Light industrial with office space
► Currently, the right buildings in the right sectors are seeing increasing demand from a growing economy
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INVESTORPRESENTATION
MAY 2019
Case Studies and Ongoing Opportunities
HALLS CREEK (2016-2017)► New pad development completed► > 10% ROIC► 100% leased► Approximately $140 thousand NOI on annualized basis
ST. MARGARET’S BAY (ONGOING)► 41,500 sq. ft. in development opportunity
KING GEORGE HIGHWAY (2017)► Pad developments complete► 6,400 sq. ft. of new GLA► Rogers, Subway and Cara signed► >9% ROIC on Cara pad, >18% ROIC on Rogers and Subway pads
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OTHER OPPORTUNITIES (ONGOING)► 8150 Trans-Canada Highway, St. Laurent, QC
(pad development)► 50 Empire Lane, Windsor, NS
(pad development)► 1455 Mountain Ave., Winnipeg MB
(building expansion)► 10 Bentall Street, Winnipeg, MB
(vacant land, industrial opportunity)► 31 Auriga Drive, Ottawa, ON
(potential building expansion)
INVESTORPRESENTATION
MAY 2019
Our Debt Strategy
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Debt Composition ($millions)
Operating Facilities, Term Loans $42.0
First Mortgages $261.1
Total $303.1
Debt to GBV: 58.58%
Total Debt $303.1M
Total debt weighted average rate 3.88%
Total debt weighted average term: 5 years
Debt Maturity ProfileAs of March 31, 2019
Debt Maturing During Year
Payments of Principal
0
10
20
30
40
50
60
70
80
1 year 1-2 years 2-3 years 3-4 years 4-5 years later
$30.51
$7.1
$51.8
$64.4$69.3
(1) Includes $29.4 million relating to a revolving credit facility
$50.5
INVESTORPRESENTATION
MAY 2019
Why Invest in PROREIT
► Attractive yield and consistent monthly distributions
► Solid five-year growth record ► Diversified portfolio and
high-quality, low-risk tenants with long-term leases
► Experienced management team and solid relationships in the investment banking and lending businesses
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► Current transformation to achieve next stage of growth
► Acquisition focused► Opportunistic and well-positioned
to benefit from current real estate market transformation
► Clear strategy to grow earnings and net asset value
INVESTORPRESENTATION
MAY 2019
We’ve Done It Before
► The Former CANMARC REIT
► Diversified REIT with national portfolio
► 143 properties
► Acquired by Cominar in 2012 for $1.9 billion
► 43% compound annual rate of return since IPO, compared to 28% for the REIT index
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0%
25%
50%
75%
100%
mai-2010 juill-2010 sept-2010 nov-2010 janv-2011 mars-2011 mai-2011 juill-2011 sept-2011 nov-2011 janv-2012
S&P/TSX Capped REIT Index
CANMACR REIT
INVESTORPRESENTATION
MAY 2019
Compass Commercial Realty Acquisition
HIGHLY STRATEGIC ACQUISITION ► Potential to transform REIT operations and profitability
► To be managed autonomously from Halifax headquarters
► 60 clients in total
► Managed 25 PROREIT properties
► Most properties will be managed by Compass by January 1, 2019
► Offices in Halifax, Moncton, Montreal and Oakville
► Significant room for expansion
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INVESTORPRESENTATION
MAY 2019
Recent Property Acquisitions
► $122 million in recent property acquisitions
► 1,029,000 square feet of gross leasable area.
► Builds our national footprint while further strengthening our presence in Ontario, the Maritimes and Quebec
► The acquisitions allowed us to complete the redeployment of the proceeds of our January 2018 and September 2018 equity issues
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INVESTORPRESENTATION
MAY 2019
Recent Property Acquisitions
WINNIPEG MB INDUSTRIAL PROPERTIES► 5 light industrial properties, one commercial
mixed use property, and undeveloped land► 237,430 sq. ft. GLA► Very stable commercial market► Significant potential for incremental NOI
and development► Acquired June 29, 2018
598 UNION STREET, FREDERICTON, N.B.► $4.5 million retail strip mall► Rent step-ups built into leases► Acquired June 14, 2018
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INVESTORPRESENTATION
MAY 2019
Recent Property Acquisition Announcements
1750 JEAN-BERCHMANS-MICHAUD STREET►High quality light industrial building.►Acquired 50% interest not already owned.►Rent step-ups built in to lease.►Acquired June 28, 2018.
FOUR RETAIL PROPERTIES ► $8.95 million ► Montreal, Sherbrooke, Laurier Station and Lévis. ► 100% leased to Couche Tard convenience stores
and include a Tim Hortons. ► Total of 13,606 square feet of GLA for the four
buildings.► Acquired August 15, 2018
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INVESTORPRESENTATION
MAY 2019
Recent Property Acquisition Announcements
OTTAWA OFFICE PROPERTY PORTFOLIO► Five suburban office properties ► $51.7 million ► 97.3% occupied► 292,000 total GLA► Situated along new light rail rapid transit ► Acquired November 14, 2018
SAINT-HYACINTHE LIGHT INDUSTRIAL PROPERTY► $10 million► 176,070 GLA► Single global creditworthy tenant
with long-term lease► Situated on Trans-Canada Highway► Acquired November 7, 2018
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