Automotive Properties Real Estate Investment Trust
Management's Discussion and Analysis
December 31, 2025
Table of ContentsSECTION 1 - GENERAL INFORMATION AND CAUTIONARY STATEMENTS 3
Basis of Presentation 3
The REIT 3
Forward-Looking Statements 7
Non-IFRS Financial Measures 8
SECTION 2 - STRATEGY AND OBJECTIVES 11
Strategy and Objectives 11
Overview of Automobile Retail Industry 12
SECTION 3 - PROPERTY PORTFOLIO 13
Portfolio Overview 13
Income Producing Property Portfolio Summary 14
GLA by Major Metropolitan Area Across Canada and in the United States 14
Profile of Overall Lease Maturity as at December 31, 2025 15
Property Use and Brand Diversification 15
Description of the REIT's Key Tenant 16
Dilawri Additional and Non-ASPE Measures 17
SECTION 4 - KEY PERFORMANCE INDICATORS AND SELECTED FINANCIAL INFORMATION 18
SECTION 5 - RESULTS OF OPERATIONS 19
Net Income and Comprehensive Income 19
Rental Revenue and Property Costs 20
General and Administrative Expenses 20
Interest Expense and Other Financing Charges 21
Changes in Fair Values of Investment Properties 21
Other Changes in Fair Values 22
SECTION 6 - NON-IFRS FINANCIAL MEASURES 22
Reconciliation of NOI, Cash NOI, FFO and AFFO to Net Income 22
FFO, AFFO and Cash NOI 23
Same Property Cash Net Operating Income 24
Reconciliation of Cash Flow from Operating Activities to ACFO 24
SECTION 7 - LIQUIDITY AND CAPITAL RESOURCES 25
Capital Structure 25
Debt Financing 27
Unitholders' Equity (including Class B LP Units and Unit-based compensation) 28
Financing Metrics and Debt Covenants 31
SECTION 8 - RELATED PARTY TRANSACTIONS 32
Strategic Alliance Agreement 32
SECTION 9 − OUTLOOK 33
SECTION 10 - OTHER DISCLOSURES 34
Environmental and Corporate Social Responsibility 34
Commitments and Contingencies 34
Disclosure Controls and Internal Controls over Financial Reporting 35
SECTION 11 - QUARTERLY RESULTS OF OPERATIONS 35
SECTION 12 - RISKS & UNCERTAINTIES, CRITICAL JUDGMENTS & ESTIMATES 36
APPENDIX 57
Property List as at December 31, 2025 57
SECTION 1 - GENERAL INFORMATION AND CAUTIONARY STATEMENTS Basis of PresentationThe following Management's Discussion and Analysis ("MD&A") of the financial position and results of operations of Automotive Properties Real Estate Investment Trust (the "REIT") is intended to provide readers with an assessment of the performance of the REIT for the years ended December 31, 2025 and 2024. This MD&A also outlines the REIT's capital structure, operating strategies and business outlook. All dollar amounts in this MD&A are presented in thousands of Canadian dollars, except unit and per unit amounts, unless otherwise noted. All comparisons of results for the three months ended December 31, 2025 ("Q4 2025") are against results for the three months ended December 31, 2024 ("Q4 2024") and all comparisons of results for the twelve months ended December 31, 2025 ("2025") are against results for the twelve months ended December 31, 2024 ("2024"), unless otherwise noted.
This MD&A should be read in conjunction with the audited consolidated financial statements of the REIT and accompanying notes for the years ended December 31, 2025 and 2024. Further information about the REIT can be found in the REIT's annual information form dated March 4, 2026 (the "AIF"). The AIF, along with other continuous disclosure documents required by the Canadian securities regulators, can be found on the REIT's SEDAR+ profile at https://www.sedarplus.ca and on the REIT's website at https://www.automotivepropertiesreit.ca. This MD&A is dated March 4, 2026.
All information regarding Dilawri (as defined below) contained in this MD&A (the "Dilawri Information") has been provided by and is solely the responsibility of Dilawri and not of the REIT, the REIT's management nor the trustees of the REIT (the "Trustees"). Although the REIT has no reason to believe that the Dilawri Information contains a misrepresentation, Dilawri is a private company that is independent of, and operates entirely independently from, the REIT and, consequently, neither the REIT, its management nor its Trustees (in their capacities as such) have been involved in the preparation of the Dilawri Information, nor has the REIT approved such information. Readers are cautioned, therefore, not to place undue reliance on the Dilawri Information.
The REITThe REIT is an unincorporated, open-ended real estate investment trust that was formed to own primarily income-producing automotive properties, including retail dealership and original equipment manufacturer properties, in Canada and the United States. As at the date of this MD&A, the REIT owns a portfolio of 92 income-producing commercial properties. The properties are located in metropolitan areas across Canada in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec and in the United States in the states of Florida and Ohio, totaling approximately 3.4 million square feet of gross leasable area ("GLA") on approximately 313 acres of land (collectively, the "Properties"). The REIT has been internally managed since January 1, 2020.
The REIT commenced operations on July 22, 2015 following completion of its initial public offering of trust units (the "IPO"). In connection with the IPO, the REIT indirectly acquired a portfolio of 26 commercial properties from certain members of the Dilawri Group (as defined below) (the "Initial Properties") and leased the Initial Properties to the applicable member of the Dilawri Group (collectively, and including members of the Dilawri Group that became tenants of a property owned by the REIT subsequent to the IPO, the "Dilawri Tenants").
893353 Alberta Inc. ("Dilawri") is a privately held corporation which, together with certain of its affiliates, held an approximate 30.7% effective interest in the REIT on a fully diluted basis as at December 31, 2025 (December 31, 2024 - 31.3%) through the ownership, direction or control of 17,390,998 trust units of the REIT ("REIT Units"). On June 21, 2024, Dilawri converted all 9,327,487 outstanding Class B limited partnership units ("Class B LP Units") of Automotive Properties Limited Partnership, the REIT's operating subsidiary (the "Partnership") held by it into an equal number of REIT Units. Dilawri and its affiliates, other than its shareholders and controlling persons, are referred to herein as the "Dilawri Group".
As at December 31, 2025, the total number of issued and outstanding REIT Units and Class B LP Units, was 54,259,404 and 833,333, respectively. The REIT Units are listed and posted for trading on the Toronto Stock Exchange under the symbol "APR.UN". REIT Units and Class B LP Units are collectively referred to in this MD&A as "Units". See Section 7 "Liquidity and Capital Resources".
On February 6, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $7,000 for a term of six years at an interest rate of 4.46% and also entered into a floating-to-fixed interest rate swap in the amount of $8,000 for a term of eight years at an interest rate of 4.56%.
On March 3, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $10,000 for a term of nine years at an interest rate of 4.53%.
On March 11, 2025, the REIT acquired the real estate underlying a Tesla collision centre (the "Columbus Tesla Property") located in Dublin, Ohio, a suburb of Columbus, for a purchase price of US$17,800, plus acquisition costs of US$846, for a total of C$26,679. The Columbus Tesla Property consists of an approximately 94,000 square-foot Tesla collision service centre facility that is situated on 6.3 acres of land located along a commercial corridor at 5600 Britton Parkway, adjacent to a large retail shopping center. The Columbus Tesla Property is tenanted by Tesla under a mid-term net lease. The REIT funded the purchase price of the Columbus Tesla Property primarily by drawing on its revolving credit facilities. To mitigate the REIT's exposure to fluctuations in the Canadian to U.S. dollar exchange rate, on February 7, 2025, the REIT entered into a foreign exchange forward contract to purchase US$17,000 at a fixed rate of 1.43, which was fulfilled on March 11, 2025.
On March 31, 2025, the maturity date of Facility 3 was extended from June 2026 to March 2028.
On April 11, 2025, the REIT acquired the real estate underlying a 25,000 square-foot automotive property situated on
2.7 acres of land located at 701 North Dale Mabry Highway in Tampa, Florida (the "Tampa Property") for a purchase price of US$13,075, plus acquisition costs of US$345, for a total of C$18,639. The Tampa Property is comprised of a sales, delivery and service facility tenanted by Rivian LLC, which recently completed a major renovation to the facility, under a long-term lease that includes contractual fixed annual rent increases with renewal options. The REIT funded the purchase price of the Tampa Property by drawing on its revolving credit facilities. To mitigate the REIT's exposure to fluctuations in the Canadian to U.S. dollar exchange rate, on November 19, 2024, the REIT entered into a foreign exchange forward contract to purchase US$12,000 at a fixed rate of 1.394, which was fulfilled on April 11, 2025.
On April 16, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of $8,681 for a term of six years at an interest rate of 4.5%, effective March 31, 2025.
In June 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $35,000.
On July 2, 2025, the REIT renewed a $9,875 floating-to-fixed interest rate swap within Facility 3 for a term of six years at an interest rate of 4.58%, effective June 30, 2025.
On July 4, 2025, the REIT renewed a $9,287 floating-to-fixed interest rate swap within Facility 2 for a term of five years at an interest rate of 4.58%.
On August 14, 2025, the Trustees (as defined below) approved a $0.018 per REIT Unit, or 2.2%, increase to the REIT's
annual cash distribution, from $0.804 per REIT Unit to $0.822 per REIT Unit. The monthly distribution increased to
$0.0685 per REIT Unit from $0.067 per REIT Unit. The increase was effective for the REIT's August 2025 cash distribution, that was paid on September 15, 2025 to Unitholders (as defined below) of record as of August 29, 2025. The increase of the distribution reflects management's and the Trustees' confidence in the REIT's stability and cash flow. See Section 1 "General Information and Cautionary Statements - Forward-Looking Statements" below.
On September 11, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of
$10,000 for a term of eight years at an interest rate of 4.60%.
In September 2025, the REIT increased the amount of the non-revolving portion of Facility 2 by $40,000 and the maturity date was extended from January 2028 to March 2029 with the same credit spread.
On September 18, 2025, the REIT acquired the real estate underlying an automotive property located in Orlando, Florida (the "Orlando Property") from a third party for a purchase price of US$16,800, plus acquisition costs of US$405, for a total of C$23,742. The Orlando Property is tenanted by Rivian LLC, under a long-term, net lease that includes contractual fixed annual rent increases with renewal options. The Orlando Property consists of an approximately 34,938 square-foot Rivian sales, delivery and service facility that is situated on approximately 6.4 acres of land located at 4000 Shader Road. The REIT funded the purchase price of the Orlando Property by drawing on its credit facilities.
On September 25, 2025, the REIT acquired a portfolio of five automotive dealership properties and one collision centre property (GM Île-Perrot, Île-Perrot Toyota, Mazda 2-20, Hyundai Île-Perrot, Ford Île-Perrot and Centre de Collision Île-Perrot) located in Île-Perrot, Québec, a suburb of Montreal (collectively, the "Île-Perrot Properties"), from a third party for an aggregate purchase price of approximately $70,479, plus acquisition costs of $2,171. The Île-Perrot Properties consist of an aggregate of 177,932 square-feet of GLA situated on approximately 26.4 acres of land and are tenanted by affiliates of Groupe AutoForce Inc., a private entity that owns and operates several automotive dealerships in the Greater Montreal Area. The respective operators of each of the Île-Perrot Properties are under long-term net leases with the REIT that are subject to annual adjustments linked to the consumer price index ("CPI") in Québec. The REIT funded a portion of the purchase price for the Île-Perrot Properties through the issuance of 833,333 Class B LP Units to the vendor at a price of $12.00 per Class B LP Unit (with a corresponding number of Special Voting Units (as defined below) issued concurrently therewith), subject to a potential cash adjustment payable by the REIT in the event that the five day volume-weighted average trading price of the Units on the Toronto Stock Exchange (the "VWAP") is less than $12.00 per REIT Unit on the date that is two years following closing of such acquisition (the "Reference Date"), in an amount equal to the difference between (i) $12.00 and (ii) the VWAP as of the Reference Date, subject to a maximum cash payment of $1,250. The balance of the purchase price was funded by the REIT by drawing on its credit facilities.
On October 16, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 2 in the amount of $15,000 for a term of six years at an interest rate of 4.50%.
On October 16, 2025, the REIT acquired a portfolio of three automotive dealership properties located in Dorval, Québec, a suburb of Montreal (collectively, the "Des Sources Properties"), from a third party for an aggregate purchase price of approximately $52,500, plus acquisitions costs of $1,431. The Des Sources Properties consist of Subaru Des Sources, Honda Des Sources and Volkswagen Des Sources, which together comprise an aggregate of 140,693 square feet of GLA situated on approximately 9.0 acres of land. The Des Sources Properties are tenanted by members of the Dilawri Group under short-term, triple-net leases with renewal rights (the "Des Sources Leases"). The REIT funded the purchase price for the Des Source Properties through an interest-only $31,500 vendor take-back mortgage with an affiliate of the vendor at an interest rate of 4.5% for a term of five years, with the balance funded by the REIT's credit facilities, which the REIT repaid with a portion of the net proceeds of the Offering (as defined below).
On October 17, 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $40,000 with the same credit spread.
On October 23, 2025, the REIT completed a bought deal public offering of 3,070,000 REIT Units at a price of $11.11 per REIT Unit (the "Offering Price") to a syndicate of underwriters (the "Underwriters") for gross proceeds of $34,108 (the "Public Offering"). Concurrently with the Public Offering, the REIT completed a private placement of 1,442,844 REIT Units at the Offering Price to a member of the Dilawri Group (the "Dilawri Subscriber") for gross proceeds of $16,030 (the "Concurrent Private Placement" and, together with the Public Offering, the "Offering"). On October 28, 2025, the REIT issued and sold an additional 428,200 REIT Units at the Offering Price to the Underwriters for gross proceeds of
$4,757 pursuant to the partial exercise of the over-allotment option granted to the Underwriters in connection with the Public Offering (the "Over-Allotment Option"). Concurrently, the REIT completed the issue and sale of an additional 201,247 REIT Units at the Offering Price to the Dilawri Subscriber for gross proceeds of $2,236 pursuant to the exercise of an option granted to the Dilawri Subscriber in connection with the Concurrent Private Placement (the "Dilawri Option"). The completion of the Over-Allotment Option and the Dilawri Option increased the total gross proceeds of the Offering to $57,131. The REIT used the net proceeds from the Offering to repay indebtedness under its credit facilities, including the debt incurred to fund the cash portion of the acquisition of the Des Sources Properties as described above.
On October 29, 2025, the REIT acquired an automotive dealership property located in Île-Perrot, Québec (the "Honda Île-Perrot Property") for a purchase price of $4,800, plus acquisitions costs of $190. The Honda Île-Perrot Property consists of 18,670 square feet of GLA situated on approximately 1.6 acres of land. The REIT funded the acquisition of the Honda Île-Perrot Property with cash on hand.
On November 26, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 3 in the amount of
$10,000 for a term of five years at an interest rate of 4.47%.
On January 1, 2026, the REIT acquired an automotive dealership property located at 300 Boulevard Louis-XIV in Québec City, Québec (the "Québec City Hyundai Property") for a purchase price of $13,250. The Québec City Hyundai Property consists of 39,044 square feet of GLA situated on approximately 6.0 acres of land. The REIT funded the acquisition of the Québec City Hyundai Property by drawing on its revolving credit facilities.
On February 12, 2026, the REIT entered into a floating-to-fixed interest rate swap within Facility 3 in the amount of
$10,000 for a term of five years at an interest rate of 4.59%.
On February 17, 2026, the REIT entered a floating-to-fixed interest rate swap within Facility 3 in the amount of $15,000 for a term of five years at an interest rate of 4.48%.
On February 25, 2026, the REIT entered into a floating-to-fixed interest rate swap within Facility 3 in the amount of
$10,000 for a term of seven years at an interest rate of 4.59% and $10,000 for a term of five years at an interest rate of 4.45%.
On February 27, 2026, the REIT increased the amount of the revolving portion of Facility 1 by $25,000 and extended the maturity date from June 2027 to June 2029 with the same credit spread.
On March 4, 2026, the REIT waived conditions for the purchase of the real estate underlying an automotive and service property located at 3280 Corporate View in Vista, San Diego County, California (the "Vista Property") from a third party for a purchase price of US$16,000. The Vista Property is tenanted by Rivian LLC, under a mid-term, net lease that includes contractual fixed annual rent increases with renewal options. The Vista Property consists of an approximately 59,828 square-foot Rivian sales, delivery and service facility that is situated on approximately 3.75 acres of land. The acquisition is expected to close during the first half of 2026. The REIT expects to fund the purchase price of the Vista Property by drawing on its revolving credit facilities.
The Strategic Alliance Agreement with Dilawri continues to allow the REIT to benefit from a preferential relationship with Dilawri as Dilawri develops and acquires automotive dealerships in the future. This agreement is described under Section 8 "Related Party Transactions" in this MD&A.
The REIT paid monthly cash distributions of $0.067 per Unit from January to August 2025, and $0.0685 per Unit from September to December 2025, resulting in total distributions declared and paid of $11,322 for Q4 2025 (Q4 2024 -
$9,867). For the year ended December 31, 2025, the REIT declared total distributions of $41,140 (2024 - $39,452) and paid total distributions of $40,653 (2024 - $39,450). These amounts exclude the Special Distribution (as defined below).
As at December 31, 2025, the REIT had a Debt to GBV (as defined below) ratio of 45.9%, $73,300 of undrawn capacity under its Credit Facilities (as defined below), cash on hand of $657 and nine unencumbered properties with an aggregate value of approximately $116,997. As at the date of this MD&A, the REIT has approximately $102,300 of undrawn capacity under its Credit Facilities and ten unencumbered properties with an aggregate value of approximately $130,247. See Section 7 "Liquidity and Capital Resources" for additional details. See also Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures" below.
As at December 31, 2025, the REIT had a Debt to EBITDA Ratio (as defined below) of 8.05, compared to 6.89 as at December 31, 2024. The increase in the Debt to EBITDA Ratio results primarily from the fact that EBITDA does not include the full trailing 12 months of rental revenue generated from acquisitions completed by the REIT in 2025. The REIT's EBITDA is expected to increase in 2026 compared to 2025 as a result of the acquisitions completed in 2025 and the Québec City Hyundai Property acquisition which occurred on January 1, 2026, thereby reducing the REIT's Debt to EBITDA Ratio in future periods (assuming: (i) no material changes to the REIT's level of indebtedness, (ii) tenants continue to pay rent when due, and (iii) no property dispositions by the REIT). See Section 1 "General Information and
Cautionary Statements - Non-IFRS Financial Measures" and "General Information and Cautionary Statements -
Forward-Looking Statements" below.
Forward-Looking StatementsCertain statements contained in this MD&A constitute forward-looking information within the meaning of securities laws. Forward-looking information may relate to the REIT's future outlook and anticipated events or results and may include statements regarding the financial position, business strategy, budgets, litigation, projected costs, capital expenditures, financial results, taxes, plans and objectives of or involving the REIT. Particularly, statements regarding future results, performance, achievements, prospects or opportunities for the REIT or the real estate or automotive dealership industry are forward-looking statements. In some cases, forward-looking information can be identified by terms such as "may", "might", "will", "could", "should", "would", "occur", "expect", "plan", "anticipate", "believe", "intend", "estimate", "predict", "potential", "continue", "likely", "schedule", "objectives", or the negative thereof or other similar expressions concerning matters that are not historical facts. Some of the specific forward-looking statements in this MD&A include, but are not limited to, statements with respect to the following:
the impact of changes in economic conditions, including changes in interest rates, currency fluctuation and the rate of inflation, or the impact of tariffs or other trade restrictions;
completion of the acquisition of the Vista Property, including the timing thereof and the benefits anticipated to be derived therefrom;
the impact of the REIT's acquisitions completed in 2025 and to-date in 2026 on the REIT's EBITDA and Debt to
EBITDA Ratio;
the REIT's relationship with the Dilawri Group, Dilawri's shareholders and certain other related persons and entities (collectively, the "Dilawri Organization"), including in respect of (i) the Dilawri Organization's retained interest in the REIT and its current intention with respect thereto, and (ii) expected transactions to be entered into between Dilawri and the REIT (including pursuant to the Strategic Alliance Agreement);
the REIT's intention with respect to, and ability to execute, its external and internal growth strategies;
the maintenance by the REIT of a strong balance sheet and prudent financial management and associated minimization of financial risk;
the REIT's expectations with respect to the proportion of leases containing CPI-related adjustments in 2026 and
the impact of rent escalators on the REIT's Same Property Cash NOI (as defined below);
the REIT representing a unique alternative for automotive, original equipment manufacturers ("OEMs"),
dealership and service centre operators considering a sale or recapitalization of their business;
the REIT's capital expenditure requirements and capital expenditures to be made by the REIT and the REIT's
tenants;
the REIT's distribution policy and the distributions to be paid to Unitholders;
the REIT's debt strategy;
the REIT's access to available sources of debt and/or equity financing;
the expected tax treatment of the REIT and its distributions to Unitholders;
the REIT's ability to meet its stated objectives;
the REIT's ability to expand its asset base and make accretive acquisitions;
the ability of the REIT to qualify as a "mutual fund trust" as defined in the Income Tax Act (Canada) (the "Tax Act"), and as a "Real Estate Investment Trust" as defined in the rules in the Tax Act applicable to "SIFT trusts" and "SIFT partnerships" (the "SIFT Rules"); and
the REIT's ability to acquire automotive and OEM dealership and service centre properties.
The REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs, including that inflation will remain stable in the near term, that interest rates will remain elevated in the near term, that tax laws remain unchanged, that tariffs and other trade restrictions will remain relatively stable in the near term, that conditions within the automotive dealership, OEM, dealership and service centre operators real estate industry and the automotive dealership, OEM dealership and service centre operators industry generally, including competition for acquisitions, will be consistent with the current climate, that the Canadian capital markets will provide the REIT with access to equity and/or debt at reasonable rates when required and that the Dilawri Organization will continue its involvement with the REIT.
Although the forward-looking statements contained in this MD&A are based upon assumptions that management believes are reasonable based on information currently available to management, there can be no assurance that actual results will be consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks and uncertainties, many of which are beyond the REIT's control, that may cause the REIT's or the industry's actual results, performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the factors contained in the REIT's filings with securities regulators, including the factors discussed under Section 12 "Risks & Uncertainties, Critical Judgments & Estimates" in this MD&A. The forward-looking statements related to the acquisition of the Vista Property are subject to the further risk that the closing conditions may not be satisfied or waived such that closing of the acquisition does not occur on current terms or at all.
When relying on forward-looking statements to make decisions, the REIT cautions readers not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties and should not be read as guarantees of future performance or results and will not necessarily be accurate indications of whether or not, and at which times, such performance or results will be achieved. The forward-looking statements made in this MD&A relate only to events or information as of the date on which the statements are made in this MD&A. Except as required by law, the REIT undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events.
The information in this MD&A is current to December 31, 2025, unless otherwise noted.
Non-IFRS Financial MeasuresThe REIT prepares its consolidated financial statements according to IFRS Accounting Standards ("IFRS") as issued by the International Accounting Standards Board. This MD&A contains certain financial measures and ratios which are not defined under IFRS and may not be comparable to similar measures presented by other real estate investment trusts or enterprises.
Funds from operations ("FFO"), adjusted funds from operations ("AFFO"), adjusted cash flow from operations ("ACFO"), FFO payout ratio, AFFO payout ratio, ACFO payout ratio, net operating income ("NOI"), cash net operating income ("Cash NOI"), same property cash net operating income ("Same Property Cash NOI"), and earnings before interest expense, income tax, depreciation, and amortization ("EBITDA") are key measures of performance used by the REIT's management and real estate businesses.
Gross book value ("GBV"), indebtedness ("Indebtedness"), net asset value ("Net Asset Value"), debt to gross book value ("Debt to GBV"), debt service coverage ratio ("Debt Service Coverage Ratio"), interest coverage ratio ("Interest Coverage Ratio"), debt to EBITDA ratio ("Debt to EBITDA Ratio") and tangible net worth are measures of financial position defined by agreements to which the REIT is a party. These measures and ratios, as well as any associated "per Unit" amounts, are not defined by IFRS and do not have standardized meanings prescribed by IFRS, and therefore should not be construed as alternatives to net income or cash flow from operating activities calculated in accordance with IFRS.
The REIT believes that AFFO is an important measure of economic earnings performance and is indicative of the REIT's ability to pay distributions from earnings, while FFO, NOI, Cash NOI, Same Property Cash NOI and EBITDA are important measures of operating performance of real estate businesses and properties. The IFRS measurement most directly comparable to FFO, AFFO, NOI, Cash NOI, Same Property Cash NOI and EBITDA is net income. ACFO is a supplementary measure used by management to improve the understanding of the operating cash flow of the REIT. The IFRS measurement most directly comparable to ACFO is cash flow from operating activities.
"FFO" is a non-IFRS measure of operating performance widely used by the real estate industry, particularly by those publicly traded entities that own and operate income-producing properties. FFO should not be considered as an alternative to net income or cash flows provided by operating activities determined in accordance with IFRS. The REIT calculates FFO in accordance with the Real Property Association of Canada's White Paper on Funds from Operations & Adjusted Funds from Operations for IFRS issued in January 2022. FFO is calculated as net income in accordance with IFRS, adjusted by removing the impact of: (i) fair value adjustments on investment properties; (ii) other fair value adjustments including fair value adjustments on redeemable or exchangeable units; (iii) gains and losses on the sale of investment properties; (iv) amortization of tenant incentives; (v) distributions on redeemable or exchangeable units treated as interest expense; (vi) operational revenue and expenses from the right-of-use assets (referred to as "ROU" assets); and (vii) foreign exchange translation adjustment.
"AFFO" is a non-IFRS measure of economic earnings operating performance widely used in the real estate industry to assess an entity's distribution capacity from earnings. The REIT calculates AFFO in accordance with the Real Property Association of Canada's White Paper on Funds from Operations & Adjusted Funds from Operations for IFRS issued in January 2022. AFFO is calculated as FFO subject to certain adjustments, to remove the impact of: (i) any adjustments resulting from recognizing property rental revenues or expenses (including ground lease rental payments) on a straight-line basis; and (ii) capital expenditures. The REIT includes a capital expenditure reserve of 0.5% of base rent in the AFFO calculation. To date, the REIT has not incurred capital expenditure costs. The capital expenditure reserve is based on management's best estimate of costs that the REIT may incur related to the sustaining/maintaining of the existing leased area.
"ACFO" is a non-IFRS financial measure. The REIT calculates ACFO in accordance with the Real Property Association of Canada's White Paper on Adjusted Cash Flow from Operations for IFRS issued in January 2022. ACFO is calculated as cash flow from operating activities subject to certain adjustments, to (a) remove the impact of: (i) changes in non-cash working capital that are not sustainable in nature; (ii) amortization of financing costs and indemnity payable in respect of the third-party tenant portfolio sublease structure; and (iii) capital expenditures and (b) deduct interest expense. The REIT includes a capital expenditure reserve of 0.5% of base rent in the ACFO calculation. To date, the REIT has not incurred capital expenditure costs. The capital expenditure reserve is based on management's best estimate of costs that the REIT may incur, related to the sustaining/maintaining of the existing leased area.
"NOI" is a non-IFRS measure that means rental revenue from properties less property operating expenses as presented in the statement of income prepared in accordance with IFRS. Accordingly, NOI excludes certain expenses included in the determination of net income such as interest, general and administrative expenses, fair value adjustments and amortization.
"Cash NOI" is a non-IFRS measure that means NOI prior to the effects of straight-line adjustments and deducts land lease payments.
"Same Property Cash NOI" is a non-IFRS measure which reports the period-over-period performance of the same asset base having consistent GLA during both periods of Cash NOI. The REIT uses this measure to assess financial returns and changes in property value.
Non-IFRS Ratios:
"FFO payout ratio" is calculated as distributions paid per Unit (excluding the Special Distribution) divided by the FFO per Unit diluted.
"AFFO payout ratio" is a non-IFRS measure of the sustainability of the REIT's distribution payout capacity from earnings. The REIT uses this metric to provide clarity of the performance of earnings and the overall management of the current portfolio of assets. Management considers AFFO payout ratio as the key measure of the REIT's distribution capacity from earnings. AFFO payout ratio is calculated as distributions declared per Unit (excluding the Special Distribution) divided by AFFO per Unit diluted.
"ACFO payout ratio" is calculated as distributions declared (excluding the Special Distribution) divided by ACFO.
Supplementary Financial Measures:
"EBITDA" is defined as earnings (net income) before income tax, interest expense, depreciation, and amortization.
FFO, AFFO, FFO payout ratio, AFFO payout ratio, ACFO, ACFO payout ratio, NOI, Cash NOI and Same Property Cash NOI should not be construed as alternatives to net income or cash flow from operating activities determined in accordance with IFRS as indicators of the REIT's performance. The REIT's method of calculating FFO, AFFO, FFO payout ratio, AFFO payout ratio, ACFO, ACFO payout ratio, NOI, Cash NOI and Same Property Cash NOI may differ from other issuers' methods and, accordingly, may not be comparable to measures used by other issuers. See Section 6 "Non-IFRS Financial Measures" in this MD&A for a reconciliation of these measures to net income or cash flow from operating activities, as applicable.
"GBV" means, at any time, the greater of: (A) the book value of the assets of the REIT and its consolidated subsidiaries, as shown on its then most recent consolidated balance sheet, less the amount of any receivable reflecting interest rate subsidies on any debt assumed by the REIT; and (B) the historical cost of the investment properties, plus (i) the carrying value of cash and cash equivalents, (ii) the carrying value of mortgages receivable, and (iii) the historical cost of other assets and investments used in operations.
"Indebtedness" of the REIT means (without duplication): (i) any obligation for borrowed money (including, for greater certainty, the full principal amount of convertible debt, notwithstanding its presentation under IFRS), (ii) any obligation incurred in connection with the acquisition of property, assets or businesses, (iii) any obligation issued or assumed as the deferred purchase price of property, (iv) any capital lease obligation (as defined under IFRS and in the REIT's declaration of trust (the "Declaration of Trust")), and (v) any obligations of the type referred to in clauses (i) through (iv) of another entity, the payment of which the REIT has guaranteed or for which the REIT is responsible or liable; provided that, (A) for the purpose of clauses (i) through (v) (except in respect of convertible debt, as described above), an obligation will constitute Indebtedness of the REIT only to the extent that it would appear as a liability on the consolidated balance sheet of the REIT in accordance with IFRS, (B) obligations referred to in clauses (i) through (iii) exclude trade accounts payable, distributions payable to Unitholders or holders of other securities excluded from the definition of Indebtedness pursuant to clause (C) below, accrued liabilities arising in the ordinary course of business which are not overdue or which are being contested in good faith, deferred revenues, intangible liabilities, deferred income taxes, deferred financing costs, tenant deposits and indebtedness with respect to the unpaid balance of installment receipts where such indebtedness has a term not in excess of 12 months, and (C) REIT Units, Class A LP Units, and Class B LP Units, exchangeable securities and other equity securities that constitute debt under IFRS do not constitute Indebtedness.
"Net Asset Value" means total assets less Indebtedness, accounts payable, accrued liabilities, credit facilities,
mortgages and interest rate swaps.
"Debt to EBITDA Ratio" means the ratio of total debt divided by 12 months of trailing EBITDA. Debt may increase as a result of acquisitions; however, EBITDA will not include the full trailing 12 months of rental revenue associated with recent acquisitions.
"Debt to GBV" means the ratio of Indebtedness to GBV at a particular time. "Debt Service" means the total payments of principal and interest on debt.
"Debt Service Coverage Ratio" means the ratio of EBITDA divided by Debt Service at a particular time.
"Interest Coverage Ratio" means the ratio of Cash NOI less general and administrative expenses divided by the total of
the interest expense and other financing charges.
SECTION 2 - STRATEGY AND OBJECTIVES Strategy and ObjectivesThe primary strategy of the REIT is to create Unitholder value over the long-term by generating sustainable tax-efficient cash flow and capital appreciation through the REIT's ability to execute on external and internal growth strategies.
The primary objectives of the REIT are to:
provide Unitholders with stable, predictable and growing monthly cash distributions on a tax-efficient basis;
enhance the value of the REIT's assets in order to maximize long-term Unitholder value; and
expand the REIT's asset base while also increasing the REIT's AFFO per Unit, including through accretive acquisitions.
Management intends to grow the value of the REIT's real estate portfolio while also increasing AFFO per Unit through accretive acquisitions and steady growth in rental rates. The REIT expects to be well-positioned to capitalize on acquisition opportunities presented by third parties due to the fragmented nature of the automotive dealership industry. The REIT also expects to leverage its strategic arrangement with the Dilawri Group to acquire properties from the Dilawri Group that meet the REIT's investment criteria. Management intends to focus on obtaining new properties which have the potential to contribute to the REIT's ability to generate stable and predictable monthly cash distributions to Unitholders. The REIT continually reviews its investment property portfolio and may consider, from time to time, potential strategic dispositions of investment properties in order to unlock value which is in line with the best interests of the REIT's long-term growth strategy. The REIT also plans to continue to grow its portfolio of properties leased to OEMs, OEM dealers and other automotive related tenants in Canada and the United States.
Overall, the REIT has a well-defined, long-term growth strategy which includes both external and internal elements.
External Growth
Accretive Acquisitions
Management believes that the REIT is well-positioned to capitalize on opportunities for accretive acquisitions of automotive and OEM dealership and service centre properties due to certain features of the automotive dealership industry in Canada and the United States:
Fragmented ownership - Management estimates that the top 10 automotive dealership groups in Canada and the United Sates own less than 20% of the approximately 3,500 automotive dealerships in Canada and approximately 18,000 automotive dealerships in the United States that are currently in operation;
Capital redeployment needs - Monetizing the real estate underlying automotive and OEM dealership and service centre properties allows owner operators to retain control of their enterprise while redeploying capital into other areas of their business; and
Succession planning issues - Management believes that for the majority of independent automotive and OEM dealership and service centre owners, the dealership / service centre and its underlying real estate together represent the single largest proportion of their wealth. Selling the underlying real estate to the REIT can help such owners address succession, estate and other planning issues, particularly if the transaction can be effected on a tax efficient basis.
Management believes that the REIT will represent a unique alternative for automotive dealership operators considering a sale or recapitalization of their business, as the REIT is currently the only public vehicle in Canada focused on consolidating automotive and OEM dealership and service real estate properties.
The REIT seeks to acquire properties that meet its investment criteria in order to diversify its tenant base, while continuing to focus on tenant quality, stability of cash flow and brand and geographical diversification in strategic markets. The REIT will evaluate potential acquisition opportunities based on a number of factors, including valuation, expected financial performance, stability of cash flows, physical features, existing leases, functionality of design, geographic market, location, automotive brand representation and opportunity for future value enhancement. In addition, the REIT will continue to assess acquisitions of heavy equipment, trucking and other OEM dealership or service properties as opportunities arise.
Right of First Offer to Acquire REIT-Suitable Properties from the Dilawri Group
Management believes that its relationship with the Dilawri Group provides the REIT with additional opportunities to add quality automotive dealership properties to its portfolio in an accretive manner.
Pursuant to the Strategic Alliance Agreement, Dilawri is required to offer to sell to the REIT any REIT suitable property that is acquired, developed, redeveloped, refurbished, or repositioned by a member of the Dilawri Group.
Since completion of the IPO, the REIT has acquired 13 automotive dealership properties from the Dilawri Group under the Strategic Alliance Agreement as of the date of this MD&A.
Internal Growth
Management believes the REIT is well-positioned to organically increase cash flow and, as a result, increase the value of its properties over time. These increases are expected to come from the following sources:
Each of the existing leases with a member of the Dilawri Group (each, a "Dilawri Lease") contains annual contractual basic rent escalators in the amount of 1.5% per annum during the initial lease term and any renewal term, except for the Des Sources Leases. In addition, the leases entered into by the REIT with other dealership groups to date generally also contain contractual basic rent escalation clauses. The Dilawri Leases and nearly all of the leases with other tenants are structured as triple-net leases under which the tenant is responsible for all costs relating to repair and maintenance, realty taxes, property insurance, utilities and non-structural capital improvements. As a result, the contractual rent escalators will provide the REIT with stable and predictable increases in Same Property Cash NOI over the terms of the leases; and
Contractual fixed rent escalators or CPI adjustments are expected, wherever possible, to be negotiated into new leases entered into by the REIT. Leases containing CPI-related adjustments and capped CPI-related adjustments represented approximately 38% (projected to be 42% for 2026) of the REIT's portfolio by full year base rent in 2025.
According to DesRosiers Automotive Consultants Inc., based on OEM submissions, Canadian new, light vehicle unit sales for 2025 increased by approximately 2.0% compared to 2024, reflecting continued consistent consumer demand for new vehicles. According to Bank of Nova Scotia, US new light vehicle unit sales for 2025 increased by approximately 2.4% compared to 2024.
Historically, Canada's automotive retail industry has been characterized by strong industry fundamentals. According to Statistics Canada, automotive retail industry sales totaled approximately $230 billion in 2025 (up 5.1% from approximately $219 billion in 2024), representing approximately 30% of Canada's overall retail sales of products and merchandise. Over the last 20 years, retail automotive sales grew at a compound annual rate of 5.0%. The following table provides new automobile sales by units in Canada for the 2025 and 2024 calendar years as provided by Statistics Canada:
Twelve Months Ended December 31 (units) 2025 YoY unit increase/ (decrease) YoY % increase/ (decrease) 2024Alberta | 233,711 | 10,219 | 4.4% | 223,492 |
British Columbia and the Territories | 214,905 | 420 | 0.2% | 214,485 |
Manitoba | 62,754 | 4,956 | 7.9% | 57,798 |
New Brunswick | 47,450 | 3,387 | 7.1% | 44,063 |
Newfoundland and Labrador | 36,420 | 3,094 | 8.5% | 33,326 |
Nova Scotia | 55,265 | 6,020 | 10.9% | 49,245 |
Ontario | 787,304 | 22,912 | 2.9% | 764,392 |
Prince Edward Island | 8,990 | 490 | 5.5% | 8,500 |
Québec | 457,557 | (15,244) | -3.3% | 472,801 |
Saskatchewan | 55,384 | 4,625 | 8.4% | 50,759 |
Total Canada | 1,959,740 | 40,879 | 2.1% | 1,918,861 |
(Source: Statistics Canada)
New vehicle sales represent a portion of overall dealer profitability, as significant profit contributions are also generated from used vehicle sales, service and parts, finance and insurance. The REIT's portfolio of diverse dealership, service and OEM properties, strong industry fundamentals and an attractive leasing profile support the stability of distributions to holders of REIT Units and Class B LP Units (collectively, "Unitholders").
SECTION 3 - PROPERTY PORTFOLIO Portfolio OverviewAs at December 31, 2025, the REIT's portfolio consisted of 91 income-producing commercial properties (92 properties as of the date of this MD&A), representing approximately 3.4 million square feet of GLA on approximately 307 acres of land (approximately 3.4 million square feet of GLA on approximately 313 acres of land as of the date of this MD&A), in metropolitan markets across Canada in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Québec and in the states of Florida and Ohio in the United States. The above figures do not include the Vista Property, as this property acquisition has not closed as at the date of this MD&A. See "Forward-Looking Statements" and Section 12 "Risks & Uncertainties, Critical Judgments & Estimates" in this MD&A.
As of the date of this MD&A, the Dilawri Group occupies 39 of the REIT's properties for use as automotive dealerships or, in one case, an automotive repair facility. The Dilawri Group jointly occupies one of the REIT's properties (for use as an automotive dealership) with one or more third parties (for use as automotive dealerships or complementary uses, including restaurants). The remaining 52 properties are exclusively occupied by other dealership groups or OEMs for use as automotive dealerships, automotive service centres or for automotive ancillary services, such as a vehicle service compound facility or a repair facility. Taschereau JLR and Volkswagen are jointly owned by the REIT and StorageVault Canada Inc. ("StorageVault") pursuant to the 50/50 joint arrangement with StorageVault (the "Joint Arrangement").
The Dilawri Group is the REIT's most significant tenant and accounted for approximately 48.3% of the REIT's 2025 base rent, including rent from properties subleased to third parties (52.4% for 2024). The REIT's overall portfolio continues to be 100% leased.
As at December 31, 2025, the REIT's properties had a weighted average rental rate of $28.16 per square foot ($28.05 as at December 31, 2024). The year-over-year increase is due to contractual rent increases, lease renewals and properties acquired by the REIT during and subsequent to 2024.
Except where otherwise expressly indicated, the information that follows as at and for the year ended December 31, 2025 does not give effect to the Québec City Hyundai Property or the proposed acquisition of the Vista Property, as the acquisition of these properties had not closed by December 31, 2025. See "Forward-Looking Statements" and Section 12 "Risks & Uncertainties, Critical Judgments & Estimates" in this MD&A.
Income Producing Property Portfolio SummaryNumber of | Average rental rate | Weighted Average Lease | ||
As at December 31, 2025 | Properties | GLA (sq. ft.) | (per sq. ft.)(1) | Term (yrs) |
British Columbia(2) | 8 | 199,244 | $42.88 | 8.7 |
Alberta | 13 | 467,508 | $30.18 | 7.1 |
Saskatchewan | 9 | 203,560 | $24.91 | 6.1 |
Manitoba | 2 | 109,816 | $26.30 | 15.5 |
Ontario | 26 | 986,879 | $30.39 | 7.7 |
Quebec | 30 | 1,243,705 | $23.82 | 10.6 |
USA | 3 | 153,938 | $29.28 | 7.4 |
Total Portfolio | 91 | 3,364,650 | $28.16 | 8.9 |
Based on 12-month period contractual rental revenue commencing December 31, 2025.
Excludes land leases, where expenses are passed on to the tenant.
Number of
Average rental rate
Weighted Average Lease
As at December 31, 2024
Properties
GLA (sq. ft.)
(per sq. ft.)(3)
Term (yrs)
British Columbia(4)
8
199,244
$42.24
9.1
Alberta
13
467,508
$29.79
8.1
Saskatchewan
9
203,560
$24.54
6.1
Manitoba
2
109,816
$25.74
16.5
Ontario
26
986,879
$29.70
8.7
Quebec
20
906,410
$23.32
9.6
Total Portfolio
78
2,873,417
$28.05
9.0
Based on 12-month period contractual rental revenue commencing December 31, 2024.
Excludes land leases, where expenses are passed on to the tenant.
A significant majority of the REIT's properties are located within major metropolitan areas across Canada and in the United States.
As at December 31, 2025USA
Greater
As at December 31, 2024Greater
Greater Vancouver Area
5.9%
Ottawa 7.8%
Edmonton 5.2%
4.6%
Montreal Area 32.1%
Greater Vancouver Area 6.9%
Calgary 10.2%
Ottawa 9.2%
Edmonton 6.1%
Toronto Area 22.5%
Calgary
8.7%
Greater Toronto Area 17.1%
Remaining Portfolio 18.6%
Greater Montreal Area 23.7%
Remaining Portfolio 21.4%
Appendix "A" to this MD&A contains a list and description of the REIT's properties as at March 4, 2026.
Profile of Overall Lease Maturity as at December 31, 2025The REIT's lease portfolio matures between 2026 and 2045 as set out in the chart below:
Lease Maturity Profile (*)
4.8%
4.5%
3.8%
1.5%(**)
2.8%
2.5%
1.8%
2.3%
0.7%
0.4% 0.3%
% of Base Rent
5.3% 7.3% 9.3% 7.8% 8.8% 8.4%
11.5% 7.1% 9.1%
'25 '26 '27 '28 '29 '30 '31 '32 '33 '34 '35 '36 '37 '38 '39 '40 '41 '42 '43 '44 '45
(*) Based on 12-month period contractual rental revenue commencing December 31, 2025.
(**) Pfaff Audi (Vaughan property) tenant has notified that they will vacate the premises at the end of the lease term on or about September 1, 2026.
Property Use and Brand DiversificationSales for an individual automotive dealership and OEM property are heavily influenced by the popularity of the automotive brands being marketed, and these, in turn, are often cyclical for each brand as new models are introduced, and existing models are updated and refreshed. In addition, prospects for both mass market and luxury brands can vary with economic cycles. Management believes that the portfolio's broad automotive and OEM brand diversification contributes to the quality and stability of the REIT's cash flows. The following table sets out the breakdown of automotive brands that are marketed, retailed and serviced at the REIT's properties as of December 31, 2025:
Manufacturer / Brand REIT Auto % of REIT Auto % of REIT Base No. of REIT Property GLA Property GLA Rent(1)Locations (Sq. Feet) | |||||
Honda (2) | 522,382 | 15.6% | 15.5% | 14 | |
Tesla (3) | 332,879 | 10.0% | 6.7% | 6 | |
BMW (4) | 320,824 | 9.6% | 8.3% | 7 | |
Volkswagen (6)(7) | 317,122 | 9.5% | 9.2% | 8 | |
Toyota | 264,324 | 7.9% | 8.4% | 7 | |
Audi | 196,462 | 5.9% | 6.6% | 4 | |
Acura (2) | 162,081 | 4.8% | 5.9% | 6 | |
General Motors | 139,254 | 4.2% | 5.2% | 2 | |
Mazda | 113,532 | 3.4% | 3.1% | 6 | |
Hyundai | 100,384 | 3.0% | 3.6% | 5 | |
Stellantis (6) | 81,750 | 2.4% | 1.4% | 2 | |
Mercedes Benz | 60,850 | 1.8% | 1.7% | 1 |
Nissan | 57,233 | 1.7% | 1.6% | 2 |
Kia | 53,819 | 1.6% | 1.7% | 3 |
Subaru | 40,776 | 1.2% | 1.6% | 3 |
Porsche | 39,790 | 1.2% | 3.6% | 1 |
Lexus | 30,015 | 0.9% | 1.1% | 1 |
Mitsubishi | 14,750 | 0.4% | 0.5% | 2 |
Infiniti | 14,592 | 0.4% | 0.7% | 2 |
Other (5) | 481,056 | 14.5% | 13.6% | 23 |
Total | 3,343,875 | 100.0% | 100.0% | 105 |
Notes:
(1) Based on 12-month period contractual base rent commencing January 1, 2026.
(2) Includes Honda Used Car and Regina Collision Centre. Regina Honda/Acura split 75% and 25% of 30,863 square feet, respectively.
(3) Includes the following Tesla properties: Tesla KW, Tesla Laval, Tesla Edmonton, Tesla Barrie, Tesla Quebec City (two adjoining properties) and Columbus Tesla.
(4) Includes MINI.
(5) The Dilawri Group subleased a property in Calgary to Grand Touring Automobile which operates Aston Martin and Bentley. Also includes the former Dilawri Acura and BMW property in Regina at 1921 1stAvenue which is being used for ancillary dealership purposes by both the Dilawri Pre Owned and the Triple 7 Chrysler dealerships. Also includes: a Harley Davidson dealership, VinFast dealership and Ineos Grenadier dealership, located in the Dixie Auto Mall. Includes three vehicle compound facilities. The former Southtown Hyundai is operating as Go Auto service centre and Jaguar Land Rover ("JLR") Centre in Edmonton is operating as JLR Edmonton. Includes JLR (formerly Audi Services), Taschereau JLR (formerly Taschereau Volvo and JLR) and two heavy construction equipment dealership properties located in the Greater Montreal Area. The former North Vancouver Nissan Infiniti is expected to be replaced by another branded OEM in the future. Includes Rivian Tampa and Orlando Rivian in Florida. Also includes Ford Île-Perrot and Body Shop CCIP.
(6) Includes Dodge, FIAT, Jeep and RAM.
(7) Part of Taschereau JLR and Volkswagen (formerly Taschereau Volvo and JLR).
Description of the REIT's Key TenantAt the time of the IPO, Dilawri agreed to provide certain financial information to the REIT pursuant to a financial information and confidentiality agreement for so long as the annual basic rent payable by the applicable members of the Dilawri Group, collectively, under their respective Dilawri Leases represented, in the aggregate, 60% or more of the REIT's Cash NOI during any rolling period of 12 consecutive calendar months, determined quarterly. As of December 31, 2022, the Dilawri Group's basic rent payable was below the 60% threshold; however, Dilawri agreed to continue to provide its Combined Revenues, EBITDA and Pro Forma Adjusted Rent Coverage Ratio on a trailing 12-month basis (with a comparative period for the prior 12-month period) until the REIT released its financial results for the fiscal year ended December 31, 2024. In the first quarter of 2025, the REIT and Dilawri amended the agreement such that Dilawri will continue to provide such financial information to the REIT for inclusion in the REIT's management's discussion and analysis for one quarter following the quarter in which notice of termination is provided to the REIT by Dilawri.
The following chart summarizes certain relevant financial information of the Dilawri Group for the 12 months ended December 31, 2025 with comparative figures for the 12 months ended December 31, 2024 as provided to the REIT by Dilawri:
Dilawri Group's Financial Information (all figures are approximations, not in thousands) | ||
December 31, 2025 LTM(1) | December 31, 2024 LTM(1) | |
Combined Revenues (not audited or reviewed) | $5.3 billion | $5.1 billion |
EBITDA (not audited or reviewed) | $281.6 million | $233.6 million |
Pro Forma Adjusted Rent Coverage Ratio (not audited or reviewed) | 5.8(2) | 4.9(3) |
Notes:
"LTM" means the last twelve months.
As at December 31, 2025.
As at December 31, 2024.
Although the REIT has no reason to believe that the above financial information of the Dilawri Group contains a misrepresentation, Dilawri is a private company that is independent of, and operates entirely independently from, the REIT and, consequently, neither the REIT, its management nor its Trustees in their capacities as such have been involved in the preparation of this financial information. Readers are cautioned, therefore, not to place undue reliance on this financial information.
Pursuant to an undertaking provided by Dilawri to the Canadian securities regulatory authorities in connection with the IPO, Dilawri provides to the REIT carve-out financial statements and the related management's discussion and analysis in respect of the members of the Dilawri Group subject to leases pertaining to the Initial Properties for the year ended December 31, 2025 and 2024. These documents, once provided by Dilawri to the REIT, will be available on the REIT's SEDAR+ profile at https://www.sedarplus.ca.
Dilawri Additional and Non-ASPE MeasuresDilawri uses "EBITDA" in its financial statements which is an additional ASPE (as defined below) measure. "EBITDA" is defined as the earnings of the Dilawri Group before interest, taxes, depreciation and amortization, all as reflected in the non-consolidated combined financial statements of the Dilawri Group prepared in accordance with the recognition, measurement and disclosure principles under Canadian accounting standards for private enterprises ("ASPE"). Dilawri believes that EBITDA is an important measure of operating performance as it shows Dilawri's earnings before interest, taxes, depreciation and amortization. Dilawri's method of calculating EBITDA may differ from other issuers' calculations and, accordingly, may not be comparable to measures used by other issuers.
References to "Pro Forma Adjusted Rent Coverage Ratio", which is a key measure of performance used by automotive dealership businesses, refers to the Pro Forma Adjusted Rent Coverage Ratio of the Dilawri Group on a non-consolidated combined basis. Pro Forma Adjusted Rent Coverage Ratio is a non-ASPE financial ratio and is not defined by ASPE or IFRS and does not have a standardized meaning prescribed by ASPE or IFRS.
Non-ASPE financial ratio:
"Pro Forma Adjusted Rent Coverage Ratio" is calculated by Dilawri as EBITDA for the LTM plus rent paid by the Dilawri Group for the LTM to third parties and the REIT, less rent received from third parties. The resultant figure is divided by rent paid by the Dilawri Group for the LTM to third parties and the REIT, less rent received from third parties.
SECTION 4 - KEY PERFORMANCE INDICATORS AND SELECTED FINANCIAL INFORMATION Key Performance IndicatorsThe REIT's performance is measured by management's selection of certain key indicators including those set out in the table below. For further information on the REIT's operating measures and non-IFRS measures, please refer to Sections 5 and 6 of this MD&A. Except where otherwise expressly indicated, the information that follows as at and for the year ended December 31, 2025 does not give effect to the Québec City Hyundai Property or the proposed acquisition of the Vista Property, as the acquisition of these properties had not closed by December 31, 2025.
Operating Results Three Months Ended December 31,
Twelve Months Ended
December 31,
2025 | 2024 | 2025 | 2024 | |
Rental Revenue | $27,935 | $23,415 | $101,835 | $93,876 |
NOI (1) 23,674 19,765 85,880 79,329
Cash NOI (1) | 23,235 | 19,585 | 84,846 | 78,269 |
Same Property Cash NOI (1) | 19,772 | 19,401 | 78,367 | 76,749 |
Net Income | 14,923 | 12,046 | 44,579 | 72,001 |
Net Income and Other Comprehensive Income | 13,928 | 12,046 | 43,226 | 72,001 |
FFO (1) 14,302 11,874 52,632 47,879
AFFO (1) | 13,845 | 11,682 | 51,569 | 46,810 |
Fair value adjustment on investment properties | (3,246) | (1,441) | (6,821) | 27,664 |
Distributions per Unit (2) | $0.206 | $0.201 | $0.813 | $0.804 |
Net Income per Unit - basic (3) | 0.277 | 0.245 | 0.886 | 1.467 |
Net Income per Unit - diluted (4) | 0.270 | 0.239 | 0.863 | 1.433 |
FFO per Unit - basic (1) (5) | 0.266 | 0.242 | 1.046 | 0.976 |
FFO per Unit - diluted (1) (6) | 0.259 | 0.236 | 1.019 | 0.953 |
AFFO per Unit - basic (1) (5) | 0.257 | 0.238 | 1.025 | 0.954 |
AFFO per Unit - diluted (1) (6) | 0.251 | 0.232 | 0.998 | 0.932 |
Weighted average Units - basic (7) | 53,807,165 | 49,090,142 | 50,305,063 | 49,068,183 |
Weighted average Units - diluted (8) Payout ratio (%) | 55,258,531 | 50,297,193 | 51,671,036 | 50,235,796 |
FFO (1) 79.4% 85.2% 79.8% 84.4%
AFFO (1) 82.1% 86.6% 81.5% 86.3%
Balance Sheet and Other Metrics | As at December 31, 2025 | As at December 31, 2024 | As at December 31, 2023 |
Total assets | $1,396,351 | $1,190,733 | $1,193,907 |
Credit Facilities and Mortgages Payables | $635,210 | $499,068 | $531,511 |
Number of Units outstanding (includes Class B LP Units) | 55,092,737 | 49,090,142 | 49,054,833 |
Market price per REIT Unit - close (end of period) | $11.01 | $10.89 | $10.78 |
Market capitalization (includes Class B LP Units) | $606,571 | $534,592 | $528,811 |
Overall capitalization rate | 6.75% | 6.69% | 6.59% |
(9)(10)
4.47% | 4.37% | 4.25% |
80% | 93% | 95% |
4.1 | 4.2 | 4.8 |
Fixed weighted average effective interest rate on debt (excludes revolving Credit Facilities)
(10)
Proportion of total debt at fixed interest rates through swaps and Mortgages
(11)
Weighted average interest rate swap term and Mortgage remaining (years)
Weighted average term to maturity of debt | 2.3 | 2.4 | 2.9 |
Interest Coverage Ratio (12) | 3.0X | 2.9X | 2.9X |
Debt Service Coverage Ratio (12) | 1.56X | 1.49X | 1.49X |
Debt to GBV (1) | 45.9% | 42.4% | 45.0% |
Debt to EBITDA (1) | 8.05 | 6.89 | 7.38 |
NOI, Cash NOI, Same Property Cash NOI, FFO, AFFO, FFO per Unit, AFFO per Unit, FFO payout ratio, AFFO payout ratio, Debt to GBV and Debt to EBITDA are non-IFRS measures or non-IFRS ratios, as applicable. See Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures" and Section 6 "Non-IFRS Financial Measures" of this MD&A.
The REIT paid monthly cash distributions of $0.067 per Unit from January to August 2025, and $0.0685 per Unit from September to December 2025. Figures exclude the Special Distribution.
Net Income per Unit - basic is calculated in accordance with IFRS by dividing Net Income by the amount of the weighted average number of outstanding REIT Units and Class B LP Units.
Net Income per Unit - diluted is calculated in accordance with IFRS by dividing Net Income by the amount of the weighted average number of outstanding REIT Units, Class B LP Units, DUs, IDUs, RDUs and PDUs (each as defined below) granted to certain Trustees and management of the REIT.
FFO per Unit and AFFO per Unit - basic is calculated by dividing the total FFO and AFFO by the amount of the total weighted average number of outstanding REIT Units and Class B LP Units.
FFO per Unit and AFFO per Unit - diluted is calculated by dividing the total FFO and AFFO by the amount of the total weighted average number of outstanding REIT Units, Class B LP Units, DUs, IDUs, RDUs and PDUs granted to certain Trustees and management of the REIT.
The weighted average number of outstanding Units - basic includes the Class B LP Units.
The weighted average number of outstanding Units - diluted includes the Class B LP Units, DUs, IDUs, RDUs and PDUs granted to certain Trustees and management of the REIT.
The fixed weighted average effective interest rate on debt is calculated on an annualized basis.
As at the date of this MD&A, approximately 87% of the REIT's debt is fixed.
Includes the swap extension for $11,400 under Facility 1 for a six-year term at an interest rate of 4.60%, effective December 2024. On February 6, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $7,000 for a term of six years at an interest rate of 4.46%, and also entered into a floating-to-fixed interest rate swap in the amount of $8,000 for term of eight years at an interest rate of 4.56%. On March 3, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $10,000 for a term of nine years at an interest rate of 4.53%. On April 16, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of $8,681 for a term of six years at an interest rate of 4.50%, effective March 31, 2025. On July 2, 2025 the REIT renewed a $9,875 floating-to-fixed interest rate swap within Facility 3 for a term of six years at an interest rate of 4.58%. On July 4, 2025 the REIT renewed a
$9,287 floating-to-fixed interest rate swap within Facility 2 for a term of five years at an interest rate of 4.58%. On September 11, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of $10,000 for a term of six years at an interest rate of 4.60%. In September 2025, the REIT increased the amount of the non-revolving portion of Facility 2 by $40,000. In October 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $40,000. On October 16, 2025, the REIT entered into a $15,000 floating-to-fixed interest rate swap within Facility 2 for a term of six years at an interest rate of 4.50%. On November 26, 2025, the REIT entered into a $10,000 floating-to-fixed interest rate swap within Facility 3 for a term of five years at an interest rate of 4.47%.
For 2025 ratios, see Section 7 "Liquidity and Capital Resources - Financing Metrics and Debt Covenants".
Ended 2025 | Three Months December 31, 2024 | Variance | Twelve 2025 | Months Ended December 31, 2024 | Variance | |
Base rent | $23,334 | $19,671 | $3,663 | $85,243 | $78,653 | $6,590 |
Property tax recoveries | 4,261 | 3,650 | 611 | 15,955 | 14,547 | 1,408 |
Straight-line rent adjustment | 340 | 94 | 246 | 637 | 676 | (39) |
Rental Revenue | 27,935 | 23,415 | 4,520 | 101,835 | 93,876 | 7,959 |
Property tax expense | (4,261) | (3,650) | (611) | (15,955) | (14,547) | (1,408) |
Property Costs | (4,261) | (3,650) | (611) | (15,955) | (14,547) | (1,408) |
NOI(1) | 23,674 | 19,765 | $3,909 | 85,880 | 79,329 | $6,551 |
Other Income (Expenses) | ||||||
General and administrative expenses | (1,773) | (2,191) | 418 | (6,600) | (6,375) | (225) |
Interest expense and other financing charges | (7,525) | (5,622) | (1,903) | (26,348) | (24,778) | (1,570) |
Fair value adjustment on interest rate swaps and foreign exchange forward contracts | 3,523 | (47) | 3,570 | (1,218) | (9,810) | 8,592 |
Distribution expense on Class B LP Units | (171) | - | (171) | (228) | (3,125) | 2,897 |
Fair value adjustment on Unit-based compensation and Class B LP Units | 441 | 1,582 | (1,141) | (86) | 9,096 | (9,182) |
Fair value adjustment on investment properties and investment properties held for sale(2) | (3,246) | (1,441) | (1,805) | (6,821) | 27,664 | (34,485) |
Net Income | $14,923 | $12,046 | 2,877 | $44,579 | $72,001 | (27,422) |
Exchange gain (loss) arising on translation of | (995) | - | (995) | (1,353) | - | (1,353) |
foreign operations | ||||||
Net Income and Other Comprehensive | $13,928 | $12,046 | $1,882 | $43,226 | $72,001 | $(28,775) |
Income |
NOI is a non-IFRS measure. See Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures" and Section 6 "Non-IFRS Financial
Measures" of this MD&A.
The fair value adjustment on investment properties in respect of the twelve months ended December 31, 2024 is inclusive of the $23,760 fair value gain as a result of the Sale Transaction (as defined herein) completed on October 1, 2024.
For Q4 2025, net income and other comprehensive income was $13,928, as compared to $12,046 in Q4 2024. The increase was primarily driven by higher NOI and the fair value adjustment on interest rate swaps, partially offset by higher interest costs and fair value changes on investment properties and Unit-based compensation (which consists of Deferred Units ("DUs"), Income Deferred Units ("IDUs"), Performance Deferred Units ("PDUs") and Restricted Deferred Units ("RDUs")). For 2025, net income and other comprehensive income was $43,226, as compared to $72,001 in 2024. The decrease was primarily driven by changes to the fair value adjustment on investment properties and investment properties held for sale, and the fair value adjustment on Class B LP Units and Unit-based compensation.
NOI was $23,674 in Q4 2025, an increase of 19.8% as compared to $19,765 in Q4 2024 and was $85,880 in 2025, an increase of 8.3% as compared to $79,329 in 2024. The increases in NOI were primarily attributable to the properties acquired during and subsequent to Q4 2024 and contractual rent increases, partially offset by change in fair value on interest rate swap and by the reduction of rent from the sale of the Kennedy Lands (as defined below).
Rental Revenue and Property CostsRental revenue is primarily based on triple-net leases with tenants. As such, rental revenue also includes recoverable realty taxes and straight-line adjustments. For Q4 2025, rental revenue totaled $27,935, an increase of $4,520, or 19.3%, as compared to Q4 2024, reflecting the properties acquired during and subsequent to Q4 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands.
For 2025, rental revenue was $101,835, representing an increase of $7,959, or 8.5%, as compared to 2024, reflecting the properties acquired during and subsequent to 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands.
Property costs for Q4 2025 and 2025 were $611 and $1,408 higher than Q4 2024 and 2024, respectively. The increases are attributable to the properties acquired during and subsequent to 2024.
Straight-line adjustments increased in Q4 2025 primarily due to the addition of leases in the property portfolio that contain CPI-related adjustments.
General and Administrative ExpensesThe table below illustrates the breakdown of general and administrative expenses incurred in Q4 2025 and 2025 as compared to Q4 2024 and 2024:
Q4 2025 | Q4 2024 | Variance | 2025 | 2024 | Variance | |
Human resource costs | $1,111 | $1,227 | $(116) | $4,361 | $3,964 | $397 |
Public entity and other costs | 482 | 795 | (313) | 1,542 | 1,754 | (212) |
Independent Trustee fees | 180 | 169 | 11 | 697 | 657 | 40 |
General and administrative expenses | $1,773 | $2,191 | $(418) | $6,600 | $6,375 | $225 |
Human resource costs reflect the expenses related to the management, operating and administrative support of the REIT. Human resource costs also include accruals for short-term incentive awards for management, accruals for IDUs and the vesting of long-term DUs, PDUs and RDUs. The decrease in human resource costs in Q4 2025 of $116 is a result of timing differences. The increase in 2025 of $397 is primarily attributable to a higher short-term incentive compensation accrual due to performance achievements above target.
Public entity and other costs reflect the expenses related to ongoing operations of the REIT, including professional fees for legal and audit services, depreciation expense for ROU assets and transaction costs associated with transactions not completed. Public entity costs will fluctuate from quarter-to-quarter depending on when such expenses are incurred.
There were decreases in public entity costs of $313 and $212 in Q4 2025 and 2025, respectively, as compared to Q4 2024 and 2024, respectively.
As at December 31, 2025, all independent Trustees of the REIT ("Independent Trustees") elected to receive board and committee fees in the form of DUs. The non-cash Unit-based compensation expense relates to DUs and IDUs granted in accordance with the REIT's Equity Incentive Plan (the "Plan"). The fair value of each DU granted is measured based on the volume-weighted average trading price of the REIT Units for the five trading days immediately preceding the grant date. For Q4 2025 and 2025, the REIT paid the Independent Trustees $180 and $697, respectively, related to the granting of DUs and IDUs, representing increases of $11 and $40, respectively, compared to the corresponding prior-year periods.
Interest Expense and Other Financing ChargesInterest expense includes amounts payable to lenders under the REIT's Credit Facilities and Mortgages (each as defined in Section 7 "Liquidity and Capital Resources" below), as well as amortization of upfront costs and costs to hedge the applicable Credit Facilities and Mortgages at fixed rates. For Q4 2025 and 2025, interest expense and other financing charges were $7,525 and $26,348, respectively, representing an increase of $1,903 and $1,570 as compared to Q4 2024 and 2024, respectively. The increase in Q4 2025 and 2025 were primarily due to the additional debt incurred by the REIT to acquire properties during and subsequent to 2024, and increased interest rates.
Changes in Fair Values of Investment Properties and Investment Properties Held for SaleThe REIT valued the investment properties using a discounted cash flow approach whereby a current discount rate was applied to the projected net operating income and residual value that a property can reasonably be expected to produce in the future. Property under development is measured using both a comparable sales method and a discounted cash flow method, net of costs to complete. For Q4 2025 and 2025, the fair value adjustments on investment properties were ($3,246) and ($6,821), respectively, as compared to $(1,441) for Q4 2024 and $27,664 for 2024. The Q4 2025 and 2025 fair value adjustments were primarily due to the write-off of the transaction costs related to property acquisitions completed during 2025.
On July 26, 2024, the REIT entered into an agreement (the "Sale Agreement") to sell the automotive dealership property located at 8210 and 8220 Kennedy Road and 7 and 13/15 Main Street, in Markham, Ontario (collectively, the "Kennedy Lands") to a member of the Dilawri Group for $54,000 (the "Sale Transaction"). Accordingly, the property was classified as an investment property held for sale for the period from July 26, 2024 to October 1, 2024. The fair value adjustment on investment properties (including investment properties held for sale) for the twelve months ended December 31, 2024 included a fair value gain of $23,760 as a result of entering into the Sale Agreement. The Sale Transaction was completed on October 1, 2024.
The weighted average discount rate applicable to the entire portfolio as at December 31, 2025 was 7.57% (December 31, 2024 - 7.53%). The weighted average terminal capitalization rate applicable to the entire portfolio as at December 31, 2025 was 7.25% (December 31, 2024 - 7.16%).
The fair value adjustments for Q4 2025 and 2025 were a result of NOI increases from investment properties resulting in a fair value increase, which was offset by the write-off of transaction costs related to the property acquisitions completed during Q4 2025 and 2025, respectively, and adjustments made by the REIT to valuation inputs as a result of market conditions.
The overall capitalization rate applicable to the REIT's entire investment property portfolio increased to 6.75% as at December 31, 2025 (December 31, 2024 - 6.69%). The REIT's valuation inputs are supported by quarterly market reports from an independent appraiser. The historical book value of the investment properties owned by the REIT as at December 31, 2025 was $1,289,624 (December 31, 2024 - $1,122,019).
In accordance with the REIT's valuation policy, an independent appraiser is engaged to prepare valuations on a portion of the portfolio annually, such that the entire portfolio is appraised at least once every three years. In addition, any investment property which represents greater than 15% of the overall portfolio value will be appraised annually.
A 25 basis point decrease or increase in capitalization rates or discount rates would result in an increase or decrease in the fair value of investment properties of approximately $53,000 or $(49,200), respectively, as of December 31, 2025.
A 50 basis point decrease or increase in capitalization rates or discount rates would result in an increase or decrease in the fair value of the investment properties of approximately $110,300 or $(95,100), respectively, as of December 31, 2025.
Other Changes in Fair ValuesThe Class B LP Units, Unit-based compensation, interest rate hedges and foreign exchange forward contracts (see Section 7 "Liquidity and Capital Resources" in this MD&A) are required to be presented under relevant accounting standards at fair value on the balance sheet. The resulting changes in these items are recorded in net income and comprehensive income.
Under IFRS, the Class B LP Units and Unit-based compensation are classified as financial liabilities and measured at fair value through profit and loss (FVTPL). The fair value of the Class B LP Units and Unit-based compensation will be measured every period by reference to the traded value of the REIT Units, with changes in measurement recorded in net income and comprehensive income. Distributions on the Class B LP Units will be recorded in interest expense and other financing charges in the period in which they become payable.
On June 21, 2024, Dilawri converted all outstanding 9,327,487 Class B LP Units held by it on a one-for-one basis into an equal number of REIT Units. On September 25, 2025, in connection with the acquisition of the Île-Perrot Properties, the REIT, through the Partnership, issued 833,333 Class B LP Units to the vendor at a deemed price per Class B LP Unit equal to $12.00 for aggregate consideration equal to $10,000.
As a result of the impact of the movement in the traded value of the REIT Units, the fair value adjustment on Unit-based compensation and Class B LP Units resulted in a gain of $441 in Q4 2025 (Q4 2024 - $1,582), and in a loss of $86 for 2025 (2024 -gain of $9,096).
The REIT enters into interest rate swaps to limit its exposure to fluctuations in the interest rates on variable rate financings for certain of its Credit Facilities. Gains or losses arising from the change in the fair value of the interest rate derivative contracts are recognized in the consolidated statements of income and comprehensive income. See Section 7 "Liquidity and Capital Resources" in this MD&A for further details. To mitigate the REIT's exposure to fluctuations in the Canadian and U.S. dollar exchange rate, in connection with the closings of the acquisitions of the Tampa Property and the Columbus Tesla Property, the REIT entered into and fulfilled certain foreign exchange forward contracts. There are no foreign exchange forward contracts as at December 31, 2025.
The fair value adjustment of the interest rate swaps represented a gain of $3,523 in Q4 2025 (Q4 2024 - loss of $(1,441) and the fair value adjustment of the interest rate swaps was $727 and the foreign exchange translation adjustment was
$491, totaling a loss of $(1,218) in 2025 (2024 - loss of $(9,810)). This was primarily the result of a decrease in interest rates in the derivative market as at December 31, 2025.
SECTION 6 - NON-IFRS FINANCIAL MEASURES Reconciliation of NOI, Cash NOI, FFO and AFFO to Net IncomeThe REIT uses the following non-IFRS key performance indicators and ratios: NOI, Cash NOI, FFO, AFFO, FFO payout ratio and AFFO payout ratio. The REIT believes these non-IFRS measures and ratios provide useful supplemental information to both management and investors in measuring the financial performance and financial condition of the REIT. These measures and ratios do not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures and ratios presented by other publicly traded real estate investment trusts and should not be construed as an alternative to other financial measures determined in accordance with IFRS (see Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures"). The calculations of these measures and the reconciliation to net income are set out in the following table:
($000s, except per Unit amounts) | Three Months Ended December 31, 2025 2024 | Variance | Twelve Months Ended December 31, 2025 2024 | Variance | ||
Calculation of NOI | ||||||
Property revenue | $27,935 | $23,415 | $4,520 | $101,835 | $93,876 | $7,959 |
Property costs | (4,261) | (3,650) | (611) | (15,955) | (14,547) | (1,408) |
NOI (including straight-line adjustments) | $23,674 | $19,765 | $3,909 | $85,880 | $79,329 | $6,551 |
Adjustments: | ||||||
Land lease payments | (99) | (86) | (13) | (397) | (384) | (13) |
Straight-line adjustment | (340) | (94) | (246) | (637) | (676) | 39 |
Cash NOI | $23,235 | $19,585 | $3,650 | $84,846 | $78,269 | $6,577 |
Reconciliation of net income to FFO and AFFO | ||||||
Net income | $14,923 | $12,046 | $2,877 | $44,579 | $72,001 | $(27,422) |
Adjustments: | ||||||
Change in fair value - Interest rate swaps and foreign exchange translation adjustment | (3,523) | 47 | (3,570) | 1,218 | 9,810 | (8,592) |
Distributions on Class B LP Units | 171 | - | 171 | 228 | 3,125 | (2,897) |
Change in fair value - Unit-based compensation | (441) | (1,582) | 1,141 | 86 | (9,096) | 9,182 |
Change in fair value - investment properties | 3,246 | 1,441 | 1,805 | 6,821 | (27,664) | 34,485 |
ROU asset net balance of depreciation/interest and lease payments | (74) | (78) | 4 | (300) | (297) | (3) |
FFO | $14,302 | $11,874 | $2,428 | $52,632 | $47,879 | $4,753 |
Adjustments: | ||||||
Straight-line adjustment | (340) | (94) | (246) | (637) | (676) | 39 |
Capital expenditure reserve | (117) | (98) | (19) | (426) | (393) | (33) |
AFFO | $13,845 | $11,682 | $2,163 | $51,569 | $46,810 | $4,759 |
Number of Units outstanding (including Class B LP Units) | 55,092,737 | 49,090,142 | 6,002,595 | 55,092,737 | 49,090,142 | 6,002,595 |
Weighted average Units Outstanding - basic | 53,807,165 | 49,090,142 | 4,717,023 | 50,305,063 | 49,068,183 | 1,236,880 |
Weighted average Units Outstanding - diluted | 55,258,531 | 50,297,193 | 4,961,338 | 51,671,036 | 50,235,796 | 1,435,240 |
FFO per Unit - basic(1) | $0.266 | $0.242 | $0.024 | $1.046 | $0.976 | $0.070 |
FFO per Unit - diluted(2) | $0.259 | $0.236 | $0.023 | $1.019 | $0.953 | $0.066 |
AFFO per Unit - basic(1) | $0.257 | $0.238 | $0.019 | $1.025 | $0.954 | $0.071 |
AFFO per Unit - diluted(2) | $0.251 | $0.232 | $0.019 | $0.998 | $0.932 | $0.066 |
Distributions per Unit(3) | $0.206 | $0.201 | $0.005 | $0.813 | $0.804 | $0.009 |
FFO payout ratio(3) | 79.4% | 85.2% | 5.8% | 79.8% | 84.4% | 4.6% |
AFFO payout ratio(3) | 82.1% | 86.6% | 4.5% | 81.5% | 86.3% | 4.8% |
FFO and AFFO per Unit - basic is calculated by dividing total FFO and AFFO by the amount of the total weighted-average number of outstanding REIT Units and Class B LP Units.
FFO and AFFO per Unit - diluted is calculated by dividing total FFO and AFFO by the amount of the total weighted-average number of outstanding REIT Units, Class B LP Units and Unit-based compensation granted to Independent Trustees and management of the REIT.
Distributions per Unit, FFO payout ratio and AFFO payout ratio excludes the cash portion of the Special Distribution.
In Q4 2025, FFO increased by 20.4% to $14,302, or $0.259 per Unit (diluted), as compared to $11,874, or $0.236 per Unit (diluted), in Q4 2024. The increase was primarily attributable to higher rental revenue from properties acquired during and subsequent to Q4 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands.
In 2025, FFO increased by 9.9% to $52,632, or $1.019 per Unit (diluted), as compared to $47,879, or $0.953 per Unit (diluted), in 2024. The increase was primarily attributable to higher rental revenue from properties acquired during and subsequent to 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands and increased G&A expense.
In Q4 2025, AFFO increased by 18.5% to $13,845, or $0.251 per Unit (diluted), as compared to $11,682, or $0.232 per Unit (diluted), in Q4 2024. Cash NOI in Q4 2025 was $23,235 on $27,935 of revenue, compared to Cash NOI of $19,585 on revenue of $23,415 in Q4 2024. The increases were primarily due to the properties acquired during and subsequent to Q4 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands. Straight-line rent adjustment is excluded from the calculation of AFFO.
In 2025, AFFO increased by 10.2% to $51,569, or $0.998 per Unit (diluted), as compared to $46,810, or $0.932 per Unit (diluted), in 2024. Cash NOI in 2025 was $84,846 on $101,835 of rental revenue, compared to Cash NOI of $78,269 on
$93,876 of rental revenue in 2024. The increases were primarily due to the properties acquired during and subsequent to 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands. Straight-line rent adjustment is excluded from the calculation of AFFO.
In Q4 2025, the REIT declared and paid distributions to Unitholders of $11,322, or $0.206 per Unit (Q4 2024 - $9,867 declared and paid). In 2025, the REIT declared and paid distributions of $41,140 or $0.813 per Unit (2024 - $39,452 declared and paid, excluding the Special Distribution). This resulted in an AFFO payout ratio of 82.1% in Q4 2025 (Q4 2024 - 86.6%) and 81.5% in 2025 (2024 - 86.3%). The AFFO payout ratio was lower in Q4 2025 and 2025 primarily due to the properties acquired during and subsequent to Q4 2024 and contractual rent increases, partially offset by the reduction of rent from the sale of the Kennedy Lands and the increase to the REIT's unitholder distributions that was effective for the August 2025 cash distribution.
Same Property Cash Net Operating IncomeThree 2025 | Months Ended December 31, 2024 | Variance | Twelve 2025 | Months Ended December 31, 2024 | Variance | |
Same property base rental revenue | $19,871 | $19,500 | $371 | $78,764 | $77,133 | $1,631 |
Land lease payments | (99) | (99) | - | (397) | (384) | (13) |
Same Property Cash NOI | $19,772 | $19,401 | $371 | $78,367 | $76,749 | $1,618 |
Same Property Cash NOI increased by 1.9% to $19,772 in Q4 2025, compared to $19,401 in Q4 2024, and increased by 2.1% to $78,367 in 2025, from $76,749 in 2024. The increases were primarily a result of contractual rent increases.
Reconciliation of Cash Flow from Operating Activities to ACFOThe REIT uses the following non-IFRS key performance indicator and ratio: ACFO and ACFO payout ratio. The REIT calculates its ACFO in accordance with the Real Property Association of Canada's White Paper on Adjusted Cash Flow from Operations (ACFO) for IFRS issued in January 2022. The REIT believes that ACFO provides useful supplemental information to both management and investors in measuring the financial performance and financial condition of the REIT. ACFO does not have a standardized meaning prescribed by IFRS and therefore may not be comparable to similarly titled measures utilized by other publicly traded real estate investment trusts and should not be considered as an alternative to other financial measures determined in accordance with IFRS (see Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures"). To date, the REIT has not incurred capital expenditure costs. The capital expenditure reserve of 0.5% of base rent is based on the lease terms, assumed renewal retention rates, the primarily triple-net lease structure and management's best estimate of cost on a per square foot basis related to sustaining/maintaining existing space that the REIT may incur. The calculation of ACFO and the reconciliation to cash flow from operating activities are set out in the table below:
($000s) | Twelve Months Ended December 31 2025 2024 | Variance | |
Cash flow from operating activities | $80,893 | $75,914 | $4,979 |
Change in non-cash working capital | (929) | 570 | (1,499) |
Interest paid | (25,010) | (24,016) | (994) |
Amortization of financing fees | (1,234) | (874) | (360) |
Amortization of indemnification fees | (27) | (144) | 117 |
Net interest expense and other financing charges in excess of interest paid | (104) | 112 | (216) |
Capital expenditure reserve | (426) | (393) | (33) |
ACFO | $53,163 | $51,169 | $1,994 |
ACFO payout ratio | 77.40% | 77.10% | 0.3% |
ACFO increased by 3.9% to $53,163 in 2025, as compared to $51,169 in 2024. This resulted in an ACFO payout ratio of 77.40% in 2025 (2024 - 77.10%). The increase in ACFO in 2025 was primarily attributable to properties acquired subsequent to 2024 and contractual rent increases, partially offset by a reduction of rent from the sale of the Kennedy Lands. The REIT's 2025 distributions were funded from cash flows from operating activities as well as cash on hand. The REIT believes that future distributions will be funded through cash flows from operating activities. As at December 31, 2025, the REIT had a Debt to GBV ratio of 45.9% and $73,300 of undrawn capacity under its Credit Facilities, cash on hand of $657 and nine unencumbered properties with an aggregate value of approximately $116,997. As at the date of this MD&A, the REIT has approximately $102,300 of undrawn capacity under its Credit Facilities and ten unencumbered properties with an aggregate value of approximately $130,247.
SECTION 7 - LIQUIDITY AND CAPITAL RESOURCES Capital StructureKey Terms
Hedged | Effective | Outstanding as at | Outstanding as at | |||
Term | Interest | Payments & | Interest Rate | December 31, | December 31, | |
Debt Term (yrs) | (yrs) | Rate | Interest/Amortization | (fixed) | 2025 | 2024 |
Facility 1
8.2
ACORRA(12)
1.5(1) 2.5 to + 150 bps, (1) 4.66% | $241,437(4) | $237,117(4) |
0.5 to ACORRA(12) 3.2 (2) 5.8 + 150 bps, (2)4.21% | 113,362 | 76,820 |
bps ACORRA(12) | ||
2.2 (3) 0.1 to + 150 bps, (3) 4.38% | 219,713 | 153,821 |
bps | ||
1.2 to 5.3 n/a Fixed 2.21% P&I, 20 yrs and 25 4.26% | 64,068 | 33,874 |
$638,580 | $501,632 | |
(3,370) | (2,564) | |
2.3 4.1 (7) 4.47% (7) | $635,210 | $499,068 |
Prime +25
Facility 2
Prime +25
Facility 3 Mortgages
7.0
Prime +25
to 5.73 %
yrs
Financing fees
Weighted Average
/Total
Class B LP Units and Unit-based
compensation(11) $14,533 $11,942
Cash Balance $657 $657 $336
Key Financing Metrics and Debt
Debt
Declaration of Trust
As at December
As at December
Covenants (12) Covenant(5) (6) 31, 2025 | 31, 2024 | |||
Interest Coverage Ratio | - | - | 3.0 | 2.9 |
Debt to GBV | <60% (8) | <60% (8) | 45.9%(10) | 42.4%(10) |
Unitholders' Equity (including | ||||
Class B LP Units and Unit-based compensation)(11) | >$425,000 | - | $744,492 | $675,344 |
Debt Service Coverage Ratio >1.35(1) (2 (3)- | 1.56 | 1.49 | ||
AFFO payout ratio (9) (10) - | 81.5% | 86.6% | ||
Facility 1 and the associated revolving facility matures in June 2027. On February 27, 2026, the REIT increased the amount of the revolving portion of Facility
1 by $25,000, the maturity date was extended from June 2027 to June 2029 and the REIT's Debt Service Coverage Ratio was reduced to 1.30.
In September 2025, the REIT increased the amount of the non-revolving portion of Facility 2 by $40,000 and, the maturity date was extended from January 2028 to March 2029 at the same credit spread. Debt service coverage ratio at 1.35.
On March 31, 2025 the maturity date of Facility 3 was extended from June 2026 to March 2028 and the REIT's Debt Service Coverage Ratio was reduced to
1.30. On June 30, 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $35,000. On October 17, 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $40,000. Debt service coverage ratio at 1.30.
In December 2024, the REIT increased the amount of the non-revolving portion of Facility 1 by $15,000.
The debt agreements for Facility 1, Facility 2 and Facility 3 have other covenants that do not directly relate to the REIT's consolidated financial position. Management believes that the REIT is in compliance with all such covenants and with the debt agreement covenants for Facility 1, Facility 2, Facility 3 and the Mortgages. The debt service coverage ratio represents rolling four quarters.
The Declaration of Trust contains other operating covenants that do not relate to leverage or debt service/coverage. The Declaration of Trust is available on SEDAR+ at https://www.sedarplus.ca and is described in the AIF. Management believes that the REIT is in compliance with these operating covenants.
In June 2024, the REIT also amended and extended an interest rate swap for $9,452 under Facility 2, for a term of four years at an interest rate of 5.40%, effective July 2024. In December 2024, the REIT renewed a $11,400 swap for a term of six years at an interest rate of 4.60% within Facility 1. On February 6, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $7,000 for a term of six years at an interest rate of 4.46%, and also entered into a floating-to-fixed interest rate swap in the amount of $8,000 for term of eight years at an interest rate of 4.56%. On March 3, 2025, the REIT entered into a floating-to-fixed interest rate swap within Facility 1 in the amount of $10,000 for a term of nine years at an interest rate of 4.53%. On April 16, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of $8,681 for a term of six years at an interest rate of 4.50%, effective March 31, 2025. On July 2, 2025 (but effective June 30, 2025), the REIT renewed a $9,875 floating-to-fixed interest rate swap within Facility 3 for a term of six years at an interest rate of 4.58%. On July 4, 2025, the REIT renewed a $9,287 floating-to-fixed interest rate swap within Facility 2 for a term of five years at an interest rate of 4.58%. On September 11, 2025, the REIT renewed a floating-to-fixed interest rate swap within Facility 1 in the amount of $10,000 for a term of six years at an interest rate of 4.60%. In October 2025, the REIT increased the amount of the non-revolving portion of Facility 3 by $40,000. On October 16, 2025, the REIT entered into a $15,000 floating-to-fixed interest rate swap within Facility 2 for a term of six years at an interest rate of 4.50%. On November 26, 2025, the REIT entered into a $10,000 floating-to-fixed interest rate swap within Facility 3 for a term of five years at an interest rate of 4.47%.
Including convertible debentures, the maximum ratio is 65%.
The AFFO payout ratio in respect of Facility 1 may exceed 100% so long as (i) the REIT's Debt to GBV ratio is less than 55% or (ii) the REIT's 12 month
retrospective rolling AFFO payout ratio is less than 100%.
The AFFO payout ratio in respect of Facility 3 may exceed 100% (four quarter rolling) so long as (i) the REIT's Debt to GBV ratio is less than 55% and (ii) the
REIT's cash on hand plus the cumulative amount available to be drawn under the revolving Credit Facilities exceeds $17,000.
The calculations of these ratios, which are non-IFRS measures, are set out under "Financing Metrics and Debt Covenants" below. See also Section 1 "General Information and Cautionary Statements - Non-IFRS Financial Measures". The covenant was updated as result of the expansion of the REIT's credit facilities and equity. Facility 1 is $150,000 and Facility 2 is $nil.
Effective July 1, 2024, Facility 1, 2 and 3 bearing interest at BA have been converted to Canadian Overnight Repo Rate Average plus a credit adjustment ("ACORRA").
Facility 1, Facility 2 and Facility 3 described above are collectively referred to as the "Credit Facilities" and the mortgages described above are referred to as the "Mortgages".
The AFFO payout ratio debt covenant is based on the rolling average of the last four fiscal quarters. For the trailing four quarters ended December 31, 2025, the AFFO payout ratio was approximately 81.5%.
To mitigate the REIT's exposure to fluctuations in the Canadian to U.S. dollar exchange rate, (i) in connection with the acquisition of the Columbus Tesla Property, the REIT entered into a foreign exchange forward contract on February 7, 2025 to purchase US$17,000 at a fixed rate of 1.430, which was fulfilled on March 11, 2025, and (ii) in connection with the acquisition of the Tampa Property, the REIT entered into a foreign exchange forward contract to purchase US$12,000 at a fixed rate of 1.394, which was fulfilled on April 11, 2025. There are no foreign exchange forward contracts as at December 31, 2025.
In order to maintain or adjust its capital structure, the REIT may increase or decrease the amount of distributions paid to Unitholders, issue new REIT Units and debt, or repay debt. Factors affecting such decisions include:
complying with the guidelines set out in the REIT's Declaration of Trust;
complying with debt covenants;
ensuring sufficient liquidity is available to support the REIT's financial obligations and to execute its operating
and strategic plans;
maintaining financial capacity and flexibility through access to capital to support future development; and
minimizing the REIT's cost of capital while taking into consideration current and future industry, market and
economic risks and conditions.
As at December 31, 2025, principal repayments on the Credit Facilities and Mortgages are as follows:
2026 ...................................................................................................................................... 29,050
2027 ...................................................................................................................................... 257,585
2028 ...................................................................................................................................... 213,056
2029 ...................................................................................................................................... 99,929
Thereafter.............................................................................................................................. 38,960
Total ...................................................................................................................................... $638,580
The REIT's liquidity position as at December 31, 2025 included approximately $73,300 of undrawn capacity under its revolving Credit Facilities, which management believes is sufficient to carry out its obligations, discharge liabilities as they come due and fund distributions to Unitholders. Capital requirements in the next two years are low and capital expenditure requirements are expected to be insignificant. Nonetheless, the current economic, operating and capital market environment, including an uncertain inflationary and interest rate environment has led to an increased emphasis on liquidity. While the REIT has not changed its objectives in managing its capital structure, the current focus has been on ensuring that the REIT retains sufficient liquidity.
As at the date of this MD&A, the REIT has approximately $102,300 undrawn capacity under its Credit Facilities and ten unencumbered properties with an aggregate value of approximately $130,247. Capital required for investing activities will be addressed through additional borrowings or issuances of equity as acquisition and development opportunities arise.
Debt FinancingThe REIT's overall borrowing policy is to obtain secured credit facilities, principally on a fixed rate or effectively fixed rate basis, which will allow the REIT to: (i) achieve and maintain staggered maturities to lessen exposure to re-financing risk in any particular period; (ii) achieve and maintain fixed rates to lessen exposure to interest rate fluctuations; and
(iii) extend loan terms and fixed rate periods as long as possible when borrowing conditions are favourable. Subject to market conditions and the growth of the REIT, management currently intends to target Indebtedness of approximately 50%-53% of GBV. As at December 31, 2025, the REIT's Debt to GBV ratio was 45.9% (December 31, 2024 - 42.4%). The increase as compared to December 31, 2024 is primarily attributable to property acquisitions in 2025.
Management expects that the ratio of Debt to GBV may increase, at least temporarily, following an acquisition by the REIT of additional properties (including the Québec City Hyundai Property and the Vista Property). Interest rates and loan maturities will be reviewed on a regular basis to ensure appropriate debt management strategies are implemented.
Pursuant to the Declaration of Trust, the REIT may not incur or assume any Indebtedness, if after giving effect to the incurring or assumption of such Indebtedness, the total Indebtedness of the REIT would exceed 60% of GBV (or 65% of GBV including convertible debentures).
Secured Credit Facilities, Mortgages and Interest Rate Swap ArrangementsAll of the REIT's Credit Facilities and Mortgages are with Canadian Schedule 1 banks and one life insurance company and are secured by all but nine of the REIT's investment properties as of December 31, 2025 (all but ten as of the date of this MD&A).
As at December 31, 2025, the REIT had total revolving Credit Facilities of $90,000 ($30,000 in Facility 1, $20,000 in Facility 2, and $40,000 in Facility 3), of which $73,300 was undrawn. As at the date of this MD&A, the REIT had total revolving Credit Facilities of $115,000 ($55,000 in Facility 1, $20,000 in Facility 2, and $40,000 in Facility 3) of which
$102,300 was undrawn.
Financing FeesDuring 2025, the REIT incurred financing fees of $2,039 (2024 - $693). As at December 31, 2025, the amounts are accounted for using the effective interest method. As at December 31, 2025, $3,370 remains unamortized (December 31, 2024 - $2,564).
Interest Rate SwapsThe REIT enters into interest rate derivative contracts to limit its exposure to fluctuations in the interest rates payable on its variable rate financings under Facility 1, Facility 2 and Facility 3. Gains or losses arising from changes in the fair value of the interest rate derivative contracts are recognized in the consolidated statements of income and comprehensive income.
The REIT's weighted average interest rate swap term as of December 31, 2025 was 4.2 years.
The following table sets out the combined borrowings under Facility 1, Facility 2 and Facility 3 and the remaining expected term to maturity of the related interest rate swaps as at December 31, 2025:
Remaining Term | Amount | Total Swapped Fixed Rate Debt |
Range (yrs) | ($000s) | (%) |
Less than 1 Year | 29,734 | 6.7 |
1-2 Years | 7,757 | 1.7 |
2-5 Years | 287,861 | 64.9 |
5-7 Years | 78,104 | 17.8 |
Greater than 7 Years | 40,079 | 8.9 |
4.2 | 443,534 | 100.0 |
As at December 31, 2025, the notional principal amount of the interest rate swaps was $443,534 (December 31, 2024 - $431,064) and the fair value adjustment of the interest rate swaps was $(1,218) (December 31, 2024 - interest rate swaps: $(9,810)). As at December 31, 2025, the net asset balance of interest rate swaps was $469 (December 31, 2024 - net asset balance of interest rate swaps and foreign exchange forward contracts in the aggregate amount of $1,579). There are no foreign exchange forward contracts as at December 31, 2025.
The weighted average interest rate swap term and Mortgage term remaining was 4.1 years as at December 31, 2025.
Unitholders' Equity (including Class B LP Units and Unit-based compensation)Unitholders' equity consists of the Units described below:
REIT UnitsThe REIT is authorized to issue an unlimited number of REIT Units.
Each REIT Unit is transferable and represents an equal, undivided beneficial interest in the REIT and any distributions from the REIT. All REIT Units rank equally among themselves without discrimination, preference or priority and entitle the holder thereof to receive notice of, to attend and to one vote at all meetings of holders of REIT Units and holders of Special Voting Units (as defined below) or in respect of any written resolution thereof.
Holders of REIT Units are entitled to receive distributions from the REIT if, as and when declared by the board of trustees of the REIT (the "Board"). Upon the termination or winding-up of the REIT, holders of REIT Units will participate equally with respect to the distribution of the remaining assets of the REIT after payment of all liabilities. Such distribution may be made in cash, as a distribution in kind, or both, all as the Board in its sole discretion may determine. REIT Units have no associated conversion or retraction rights. No person is entitled, as a matter of right, to any pre-emptive right to subscribe for or acquire any REIT Units.
On March 17, 2025, 55,750 DUs and IDUs were exchanged for REIT Units, or which 28,779 REIT Units were subsequently surrendered and cancelled in order to fulfill tax payment obligations in accordance with applicable tax regulations.
On August 20, 2024, 72,837 DUs and IDUs were exchanged for Units, of which 37,528 Units were subsequently surrendered and cancelled in order to fulfill tax payment obligations in accordance with applicable tax regulations.
On October 23, 2025, the REIT completed a bought deal public offering of 3,070,000 REIT Units at a price of $11.11 per REIT Unit to a syndicate of underwriters for gross proceeds of $34,108. Concurrently with the Public Offering, the REIT completed a private placement of 1,442,844 REIT Units at the Offering Price to a member of the Dilawri Group for gross proceeds of $16,030. On October 28, 2025, the REIT issued and sold an additional 428,200 REIT Units at the Offering Price to the Underwriters for gross proceeds of $4,757 pursuant to the partial exercise of the over-allotment option granted to the Underwriters in connection with the Public Offering. Concurrently, the REIT completed the issue and sale of an additional 201,247 REIT Units at the Offering Price to the Dilawri Subscriber for gross proceeds of $2,236 pursuant to the exercise of an option granted to the Dilawri Subscriber in connection with the Concurrent Private Placement. The completion of the Over-Allotment Option and the Dilawri Option increased the total gross proceeds of the Offering to $57,131.
As at December 31, 2025, the total number of REIT Units outstanding was 54,259,404. The increase in Units outstanding as compared to 2024 was primarily the result of the Offering completed in October 2025. See "General Information and Cautionary Statements - The REIT".
Class B LP UnitsIn conjunction with the IPO, and as partial consideration for the Initial Properties, the REIT, through the Partnership, issued Class B LP Units to certain members of the Dilawri Group. The Class B LP Units are economically equivalent to REIT Units, and are exchangeable at the option of the holder for REIT Units on a one-for-one basis (subject to certain anti-dilution adjustments), are accompanied by a special voting unit (a "Special Voting Unit"), and will receive distributions of cash from the Partnership equal to the distributions to which a holder of the number of REIT Units that may be obtained upon the exchange of the Class B LP Unit to which such Special Voting Unit is attached would be entitled.
Under IFRS, the Class B LP Units are classified as financial liabilities and measured at fair value through profit and loss (FVTPL). The fair value of the Class B LP Units will be measured every period by reference to the traded value of the REIT Units, with changes in measurement recorded in net income and comprehensive income. Distributions on the Class B LP Units will be recorded in interest expense and other financing charges in the period in which they become payable.
On June 21, 2024, Dilawri converted all 9,327,487 previously outstanding Class B LP Units held by it into an equal number of REIT Units.
On September 25, 2025, in connection with the purchase of the Île-Perrot Properties, the REIT, through the Partnership, issued 833,333 Class B LP Units to the vendor at a deemed price per Class B LP Unit equal to $12.00 for aggregate consideration of $10,000. As at December 31, 2025, there are 833,333 Class B LP Units outstanding.
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Automotive Properties REIT published this content on March 04, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on March 04, 2026 at 22:59 UTC.
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