Manchester Investments Inc - Overview and Performance

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Manchester Investments Inc

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Manchester Investments Inc

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December 31, 2022

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#1Manchester INVESTMENTS INVESTOR PRESENTATION FEBRUARY 2023 AMUR CAPITAL A SIMPLER APPROACH TO INVESTING#2AMUR CAPITAL IMPORTANT DISCLOSURE Manchester INVESTMENTS The following presentation is for discussion purposes only. It is intended to give potential investors a brief overview of Manchester Investments Inc. ("Manchester"). Neither the information nor any opinion expressed in this document constitutes an offer to sell securities or financial instruments or provide any investment advice or service. The historic returns discussed in the document are not necessarily indicative of future returns. If a potential investor is interested in Manchester, he / she should review this product with their financial advisor prior to investing and request an Offering Memorandum and read it thoroughly prior to investing. All investments carry risk, including Manchester. There are risks associated with this investment which are outlined in greater detail in the Offering Memorandum, Subscription Agreement and Relationship Disclosure Document. The data in this presentation, including but not limited to, any guidance on future results, has not been audited and may be management's “most reasonable estimate”. As discussed in this presentation, Manchester uses leverage to enhance its shareholder returns. As outlined in the Offering Memorandum, this leverage comes with increased risk to the shareholders. Two of the Directors of Manchester have a controlling and financial interest in Amur Financial Group ("AFG") and are directors of other companies that are subsidiaries and related to AFG. For more information on this relationship please see the Offering Memorandum and Relationship Disclosure Document. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS: This presentation includes information, statements, beliefs and opinions that are forward-looking information and forward-looking statements under applicable Canadian securities laws (collectively, "forward-looking statements"), and that reflect current estimates, expectations and projections about future events. Forward-looking statements are often, but not always, identified by the words "believe", "expect", "anticipate", "intend", "estimate", "may" and other similar expressions or future or conditional verbs such as "will", "should", "would" and "could". While the information contained herein is believed to be accurate and reliable, neither of Manchester nor its affiliates, officers, directors, agents and representatives make any representation or warranty, expressed or implied, as to the accuracy of such forward-looking statements or any other written or oral information communicated in connection with this presentation, and Manchester, its affiliates, officers, directors, agents, representatives and advisors disclaim any responsibility or liability in connection therewith or arising therefrom. Manchester disclaims any intention or obligation to update or revise any forward-looking statements or to explain any material difference between subsequent actual events and such forward-looking statements, except to the extent required by applicable law. The forward-looking statements may not be appropriate for other purposes. The forward-looking statements contained in these materials are expressly qualified by this cautionary statement. Although Manchester believes that the expectations and assumptions on which such forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because Manchester can give no assurances that they will prove to be correct. Since forward-looking statements address future events and conditions, by their very nature such statements involve inherent risks and uncertainties. Actual results could differ materially from those currently anticipated due to a number of factors and risks that affect the operations of Manchester and the distributable cash generated by Manchester. These include, but are not limited to, (i) uncertainties associated with mortgage loans, including but not limited to costs of operation and financing and fluctuating demand for developed real estate; (ii) risks associated with mortgage loans, including but not limited to in respect of credit, liquidity, mortgage insurance, declines in property values, default, impaired loans, priority in the event of default and losses; (iii) competition in the mortgage loan industry; (iv) the impact of any changes in government regulations; (v) the effect of general economic conditions, local real estate markets, demand for leased premises, fluctuation in occupancy rates and operating expenses and various other facts; (vi) the availability of suitable investments and the amount of mortgages available; (vii) any changes in Canadian federal and provincial tax laws, proposals, other governmental policies or regulations and governmental, administrative or judicial interpretation of same; (viii) natural disasters, terrorist acts, health crises and other disruptions or dislocations; and (ix) loss of business and disruptions to our business plans and operations due to the ongoing coronavirus (COVID-19) global pandemic. The British Columbia Financial Services Authority ("BCFSA") regulates the mortgage brokering and lending activities of Mortgage Investment Corporations ("MICS") under the Mortgage Brokers Act (BC). The Registrar and the Mortgage Brokers Act do not regulate the capital raising and investment marketing activities of MICs which are subject to securities legislation and regulation. Amur Capital Management Corporation ("Amur Capital") is a selling party and a related entity, and is registered under the securities laws of the Provinces of British Columbia and Alberta to act as Manchester's exempt market dealer ("EMD") to sell its Preferred Shares in those jurisdictions pursuant to exemptions from the prospectus requirements. If you are interested in purchasing Preferred Shares in Manchester please contact your financial advisor or Amur Capital Investor Relations to better understand the risks and your suitability for the product. There are restrictions on eligibility to purchase this product, contact your financial advisor or Amur Capital Investor Relations to learn more. 2#3AMUR CAPITAL Manchester INVESTMENTS ■ AMUR CAPITAL OVERVIEW Amur Capital Management Corporation ("Amur Capital") is focused on providing investors with a simpler approach to investing Amur Capital is part of Amur Financial Group Inc. ("AFG") which has been operating in the Canadian mortgage lending industry for over 50 years and is one of the largest privately-held near-prime residential mortgage lenders in Canada with nearly $1 billion of assets under management Our investment alternatives provide both individual and institutional investors with access to residential mortgage funds that have demonstrated track records of delivering stable returns across a variety of risk/reward objectives Our vision is to be a leader in innovation, prudent governance and relentless pursuit of excellence for our stakeholders 3#4AMUR CAPITAL Manchester INVESTMENTS ■ THE AMUR FINANCIAL GROUP ECOSYSTEM Manchester Investments Inc. ("Manchester") is managed by AFG, a vertically-integrated mortgage originator, administrator and fund management firm that has underwritten over $3 billion of home equity loans through strong origination in every major population centre across Canada ■ О Mortgages originated by AFG are sold immediately and primarily to AFG's mortgage investment funds Mortgage Origination Nationally-recognized brands originating over $600M in mortgages annually Licensed to lend in British Columbia, Ontario, Alberta and Quebec Alpine Credits homeowners get approved Sequence Capital Private Mortgage Solutions ០៣ Mortgage Maestro The Amur Financial Group Ecosystem ○ Fund Management & Mortgage Administration Responsible for delivering annual returns in alignment with fund objectives across three risk/reward return profiles A dedicated team that administers and services in excess of 7,000 mortgages Investor Relations Registered Exempt Market Dealer ("EMD") with the BC Securities Commission and the Alberta Securities Commission Oversees all investor relations and capital raising activity о Comprised of over 20 team members Direct to consumer channel Broker to broker channel Full service brokerage AFG AMUR FINANCIAL GROUP Manchester INVESTMENTS ryanmortgage AMUR CAPITAL BLUESTRIPE#5AMUR CAPITAL ◉ MANCHESTER OVERVIEW Manchester was established in 2009 as a Mortgage Investment Corporation ("MIC") as per the Canadian Income Tax Act All MICs are "Flow Through Investments" in which 100% of profits are distributed annually to the participating shareholders All of Amur Capital's funds focus on Canadian residential mortgages Manchester is the 2nd largest of the three funds offered by Amur Capital and is focused on lower risk residential mortgages AMUR CAPITAL'S GROUP OF FUNDS1 Fund Fund Size Manchester INVESTMENTS Fund Objective % Portfolio in 1st/2nd Mortgages² Risk LTV Yield Target Profile Manchester Investments $218 Million Conservative 82% / 16% 47% 6.75% to 7.25% Medium Ryan Mortgage $648 Million Balanced 31% / 57% 53% 8.75% to 9.25% Medium Blue Stripe Financial $17 Million Growth 3%/79% 74% Over 12% High Notes: 1) As of December 31, 2022. 2) % of Portfolio by total dollar value of mortgage exposure. Each fund also includes a proportion of non first and second mortgages that make up the remaining balance of the fund. Manchester - 2%; Ryan - 12%; Blue Stripe - 18%. 5#6AMUR CAPITAL MANCHESTER INVESTMENT OBJECTIVES & POLICIES INVESTMENT OBJECTIVES ■ To earn the preferred shareholders a net return exceeding 7.00% ■ Manchester INVESTMENTS Maintain a weighted average loan-to-value of less than 50% of the total mortgage portfolio (current loan-to-value is 47.0%) KEY INVESTMENT GUIDELINES All investments must be secured by mortgages on Canadian real estate ■ For 1st mortgages, the loan-to-value on each individual mortgage can not exceed 75% ■ ■ For 2nd mortgages, the loan-to-value on each individual mortgage can not exceed 65% All mortgages require a recent independent property appraisal prior to investing The term on any mortgage is not to exceed 2 years without board approval No more than 10% of the portfolio can be invested in commercial properties No investment shall be made on a non single family dwelling development property 1#7AMUR CAPITAL Manchester INVESTMENTS MANCHESTER ASSETS MANAGED & ANNUAL YIELD Since inception in 2009, Manchester has consistently provided its shareholders with a positive yield ranging from 6.23% to 8.10% 5 Year Average Yield1: 6.85% $161 $218 7.68% 7.74% 7.59% 7.33% 7.22% 7.26% 7.04% 6.72% 6.23% 6.29% $82 $57 $45 $35 $24 $13 $15 $14 2014 2015 2016 2017 2018 Assets Managed ($M) 2019 2020A² -Yield (%) 2020B2 2021 2022 Notes: 1) 5 Year average yield for the period from 2018 to 2022. 2) Manchester's fiscal year end changed in 2020. 2020A in the chart represents the annual return through its original fiscal year end of May 31. 2020B in the chart represents the 7 month period from June 1 to Dec 31 annualized to a 12 month year. 7#8AMUR CAPITAL Manchester INVESTMENTS ■ ■ MORTGAGE ORIGINATION STRATEGY Critical to any mortgage fund's success is its ability to source high quality loans. Most industry mortgage funds rely on its relationship with third- party mortgage brokers to source their mortgages. Manchester's strategy is unique in that it bypasses the "middle man" and lends directly to borrowers via its financial services providers Alpine Credits and Sequence Capital, which are part of AFG AFG has been involved in the private mortgage market since 1969 ○ ○ о Recognized brands with significant advertising budget focused exclusively on private mortgages Proprietary IT & business systems Over 120 employees in a central location allowing for economies of scale to administer a very large volume of loans "Geographically agnostic" marketing strategy - allowing Alpine Credits to shift markets based on current market conditions: • Advertising can be used in any province Loans officers are licensed in multiple provinces The relationships with Alpine and Sequence provide Manchester with a distinct competitive advantage over other private mortgage funds.#9AMUR CAPITAL PORTFOLIO COMPOSITION ■ 100% of the portfolio is secured against residential real estate The fund concentrates on first mortgages and lower LTV second mortgages PORTFOLIO LTV & AVERAGE EXPOSURE PER LOAN Position # Files Total Value LTV Average Exposure Average Yield First Mortgages 578 $178,897,838 47.2% $309,512 7.38% Second Mortgages 221 $34,933,125 46.7% $158,068 9.18% Other 15 $3,849,032 42.8% $479,581 9.13% TOTAL 812 $217,679,995 47.0% $268,079 7.71% ■BC GEOGRAPHIC COMPOSITION 59% 37% AB MORTGAGE MATURITY ΟΝ 4% Data as of December 31, 2022. 1% 4% 95% Manchester INVESTMENTS ■1 Year or Less 1 to 2 Years Over 2 Years#10AMUR CAPITAL KEY FUND PERFORMANCE METRICS ■ Manchester has incurred minimal loan losses and maintains a conservative loan loss provision Manchester INVESTMENTS Year Portfolio Size Yield Loss Provision Loss Provision as % of Portfolio Actual Losses Actual Losses Incurred 2014 $12.5 million 7.33% $119,599 0.95% Incurred $11,011 as % Portfolio 0.09% 2015 $14.8 million 7.68% $120,947 0.81% $578 < 0.01% 2016 $14.1 million 7.59% $111,852 0.79% $289 < 0.01% 2017 $24.2 million 7.22% $85,485 0.35% $18,256 0.08% 2018 $35.4 million 7.26% $206,718 0.58% 0.00% 2019 $45.1 million 7.74%1 $161,077 0.36% $3,126 < 0.01% 2020A $56.6 million 7.04% 1,2 $224,271 0.40% 0.00% 2020B $81.5 million 6.23% 1.2 $226,660 0.28% $135,746 0.17% 2021 $160.7 million 2022 $217.7 million 6.29%1 6.72%1 $302,087 0.19% $7,451 <0.01% $522,431 0.24% 0.00% Assumes reinvestment of monthly dividends. Manchester's fiscal year end changed in 2020 to December 31. 2020A in the table represents the annual return through its original fiscal year end of May 31. 2020B in the table represents the 7 month period from June 1 to Dec 31 annualized to a 12 month Notes: 1) 2) year. 10#11AMUR CAPITAL ■ ■ CAPITAL STRUCTURE, REGULATORY & GOVERNANCE There are approximately $121 million preferred shares of Manchester outstanding (~175 shareholders) Manchester has a very simple capital structure: (i) 1 Preferred Share = $1.00 = 1 Vote Manchester INVESTMENTS (ii) Preferred Shares receive 100% profits Leverage is employed with a $150 million operating line of credit provided from a syndicate of four chartered Canadian banks Management is subject to monthly bank compliance reports, quarterly board reviews, an annual bank audit and an annual financial statement audit (MNP LLP) REGULATORY OVERSIGHT Mortgage Lending Activities Province Investors BC AB ON BC Securities Commission Alberta Securities Commission Ontario Securities Commission* British Columbia Financial Services Authority Real Estate Council of Alberta Financial Services Regulatory Authority of Ontario * Amur Capital is not registered as an Exempt Market Dealer ("EMD") in Ontario. 11#12AMUR CAPITAL MANCHESTER FUND SUMMARY Established: Type of Fund: Investment Focus: Taxation: Funds Under Management: Line of Credit: Most Recent Return: 5 Year Average Return: Capital Structure: Insider Holdings: 2009 Mortgage Investment Corporation (MIC) Canadian Residential Mortgages Flow Through Investment (taxes paid at the personal level as interest income) $218 million $150 million 6.72% 6.85% = 1 share $1.00 = 1 vote 11.7% of total shares Data as of December 31, 2022. Manchester INVESTMENTS 12#13AMUR CAPITAL BOARD OF DIRECTORS Manchester INVESTMENTS KURT WIPP, PRESIDENT & DIRECTOR Kurt has over 20 years of experience in finance, marketing and business operations including roles involving private equity investments, structured finance, capital allocation and investment banking. He holds an MBA from studies at the University of British Columbia and Universita Bocconi (Italy), a Joint Honors degree in Economics and Business from Simon Fraser University and has studied at various world class business schools including the Wharton School of Business, Columbia University, Chicago School of Business and the Oxford Said Business School (UK). BRENT WIPP, DIRECTOR Brent has been involved in the Western Canadian private mortgage market and consumer finance business since 1983 and has been on Manchester's board as a director since its inception. He holds a mortgage broker's license in Alberta and British Columbia and received his Diploma of Technology from Selkirk College. KEVIN BUDD, DIRECTOR Kevin is President of Pacific Southshore Ventures & Monashee Capital. Kevin manages multiple investments in private business and provides M&A advisory and general corporate finance advisory. Prior to this, Mr. Budd was a Senior Officer and Vice President of Methanex Corporation whose responsibilities were leading transaction and capital markets activities. He holds an MBA from studies at the University of British Columbia and the London Business School (United Kingdom). He is a professional engineer and received an honors degree in Mechanical Engineering from Waterloo University. WADE NESMITH, DIRECTOR Wade co-founded Creation Capital Corp. in 2018 and led that company through its acquisition of Greenlane Biogas in 2019, with the resulting company, Greenlane Renewables Inc., being listed on the TSX Venture Exchange. Greenlane is now listed on the main board of the TSX and Wade chairs the company. Wade founded Primero Mining Corp. in 2008, acting as CEO until 2010 and Chairman until 2018. He was founding Board member of Westport Innovations Inc. and Silver Wheaton Corp. and was previously Superintendent of Brokers (Executive Director) of the British Columbia Securities Commission (1989-1992), and then a senior partner, specializing in securities law with Lang Michener LLP (now McMillan LLP) (1993 to 1998). He has been a director of more than 20 companies since 1993. Wade obtained his LLB from Osgoode Hall Law School. 13#14AMUR CAPITAL For more information on Manchester Investments Inc. and how to invest, please contact your financial advisor or Amur Capital Investor Relations: 1-866-888-4139 [email protected] Manchester INVESTMENTS 14#15AMUR CAPITAL Manchester INVESTMENTS TERMINOLOGY MIC: Loan-to-value: Mortgage Investment Corporation ("MIC") as defined by the Canadian Revenue Agency (CRA). Loan-to-value ("LTV") is the primary risk metric in the mortgage industry. It represents the total loans owing divided by the value of the property (at the time the mortgage was issued). For example, assume a client has a property worth $750k. The same client has a 1st mortgage of $300k and a 2nd mortgage of $100k. The LTVs would be as follows: Loss Provision: Annual Return: 1st Mortgage LTV: $300,000 $750,000 = 40.00% 2nd Mortgage LTV: ($300,000+ $100,000) = 53.33% $750,000 The annual amount of profit held back in order to protect the portfolio from future losses. Always net to shareholder (i.e. after our financial services fee). 15

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