Stellaxis
Confidential
Elite Auto Centre  ·  March 2, 2026

CIM Framework v3

Working Document — March 2, 2026
Prepared by Stellaxis Canada Inc.
Document Strategy
Two-Document Approach

We will create two versions from the same content base:

Document Teaser Full CIM
Length 5-8 pages 25-35 pages + appendices
When Shared Pre-NDA (initial outreach) Post-NDA execution
Company Name Blind (“Premium Pre-Owned Dealership — Kelowna”) Full disclosure
Financial Detail Ranges only ($20M+ revenue, ~$1M EBITDA) Full historical + forecast scenarios
Purpose Generate interest, qualify buyers Enable informed LOI submission
Information Staging Strategy

What buyers receive at each stage:

Stage Documents Provided What’s Included
Pre-NDA Teaser only Blind profile, high-level metrics, investment thesis
Post-NDA Full CIM Complete narrative, historical financials, forecasts (summary), valuation guidance
Post-LOI Data Room Access Detailed financial model, deal simulator, granular P&L, DD documents
Verified Data Points

Source: Elite_Auto_Financial_Model_v8.xlsx, Elite_Auto_Deal_Strategy_Workbook_6.xlsx

Anchor Valuation (Where Buyers Start)
Metric Value
Historical 3-Yr Wtd Avg Adj. EBITDA (FY23-25) $1,018,834
OpCo Value at 3.5x $3.57M
OpCo Value at 5.5x $5.60M
PropCo (Real Estate) [Appraisal TBD — placeholder $5.8M]
Total Enterprise Value Range $9.4M – $11.4M
Forecast Scenarios (The Upside Story)
Scenario (FY26-28 Wtd Avg) Base Management Strategic
Adj. EBITDA $1.33M $1.49M $1.81M
OpCo Range (3.5x-5.5x) $4.7M-$7.3M $5.2M-$8.2M $6.3M-$10.0M
Total w/ PropCo $10.5M-$13.1M $11.0M-$14.0M $12.1M-$15.8M
Key Insight: Historical baseline is where sophisticated buyers START negotiations. Forecast scenarios may support premium pricing, milestone bonuses, or earnout provisions — but buyers won’t simply pay for projected performance.
CIM Section Outline (Full Version)
Section 1: Front Matter (3-4 pages)
  • Cover Page, Confidentiality Notice, Table of Contents
Section 2: Investment Highlights (2-3 pages)
  • Executive Summary — One-page with key metrics callouts
  • Investment Thesis — Why this is compelling (strategic buyer angle)
  • Key Highlights At-a-Glance — Visual grid
Section 3: The Elite Story (4-5 pages)
  • Company History — 25+ years, Gaspari family legacy
  • The Elite Difference — Premium vs. commodity positioning
  • Customer Experience & Reputation — 4.9★, awards, testimonials
  • Facility & Location — Car Row, photos
Section 4: Operations (3-4 pages)
  • Business Model — Three revenue streams (Sales 82%, Service 11%, F&I 6%)
  • Service Department — 10 bays (expandable to 12), 8 technicians
  • Competitive Positioning
Section 5: Market Opportunity (4-5 pages) EXPANDED

Section 5 expanded to include comprehensive Kelowna regional analysis

  • 5.1 The Kelowna Growth Story NEW
    • Regional Economic Profile — Key industries, major employers, economic diversification
    • Population & Demographics — Current population, growth rate, projections, median age/income
    • Migration Trends — Net in-migration from Vancouver, Alberta; demographic profile of new residents
    • Infrastructure Investment — YLW Airport expansion, highway improvements, transit development
    • Real Estate & Development — Commercial/residential growth, property values, new developments
    • Tourism & Lifestyle — Annual visitors, wine industry, outdoor recreation, retiree destination
  • 5.2 Automotive Retail Landscape
    • Local Market Dynamics — Dealership density, competitive landscape
    • Vehicle Ownership Trends — Vehicles per household, average vehicle age, replacement cycles
    • Service Demand Drivers — Tourism traffic, aging vehicle fleet, distance from major centers
  • 5.3 Industry Trends
    • Used Car Market Consolidation — Independent dealers being acquired by groups
    • Inventory Access Challenges — Why dealer groups have sourcing advantages
    • Service Department Economics — Rising labor rates, technician shortage, recurring revenue value
  • 5.4 Strategic Buyer Synergies
    • Wholesale Inventory Access — How dealer groups unlock volume and margin
    • Service Absorption Opportunity — Bay utilization, parts margin improvement
    • F&I Improvement Potential — Penetration rate optimization, product mix enhancement
Section 6: Financial Performance (4-5 pages)
  • Historical Performance (FY22-25) with trend charts
  • Revenue Composition by segment
  • EBITDA Bridge — normalization adjustments
  • Balance Sheet Highlights
Section 7: Growth Opportunity (2-3 pages)
  • Three Scenarios — Base, Management, Strategic (summary)
  • Key Growth Drivers — bay expansion, inventory access, F&I improvement

Note: Full interactive model available in Data Room post-LOI

Section 8: Team & Transition (2 pages)
  • Leadership — Greg (founder), Korey (operations)
  • Transition Commitment:
    • Greg: Available to support transition as needed (typically up to 3 months)
    • Korey: Committed to ensuring smooth transition; willing to stay up to 3 years if required
  • Key Employees — Tenure summary, stable team
  • Apprentice Pipeline — 3 developing to replace aging technicians
Section 9: Real Estate (1-2 pages)
  • Property Overview — [Appraisal TBD], prime Car Row location
  • Strategic Value — expansion potential
  • Transaction Flexibility — OpCo/PropCo structure options
Section 10: Transaction Overview (3-4 pages)
  • Valuation Summary — Range and methodology
  • Transaction Structure: Share Sale vs. Asset Sale
    • Education on structure options
    • Why share sale benefits sellers (LCGE eligibility)
    • How to bridge the gap (price adjustment, CCA benefit to buyer)
    • Flexibility for negotiation
  • Process & Timeline
  • Contact Information — All inquiries through Stellaxis
Appendices
  • A: Detailed Financial Tables
  • B: Organization Chart
  • C: Equipment & Asset List
  • D: Awards & Recognition
  • E: Kelowna Market Data & Sources NEW
Teaser Outline (5-8 Pages)

Condensed version derived from Full CIM — blind profile, pre-NDA distribution

  1. Cover Page — “Premium Pre-Owned Dealership — Kelowna, BC”
  2. Confidentiality Notice (abbreviated)
  3. Investment Highlights — Key metrics (ranges), investment thesis
  4. Business Overview — Three revenue streams, service capacity, reputation highlights
  5. The Kelowna Opportunity NEW — Regional growth story, why location matters
  6. Financial Summary — Revenue range, EBITDA range, growth trajectory
  7. Strategic Opportunity — Why dealer groups should be interested
  8. Next Steps — NDA required for full CIM, contact info
What’s NOT in the Teaser: Company name, exact financial figures, owner names, specific location details, detailed projections
Section 5.1 — Kelowna Growth Story Research Outline

Data points to source for the regional analysis:

Topic Data Points Potential Sources
Population Growth Current pop, 5-yr/10-yr growth, projections Stats Canada, City of Kelowna, BC Stats
Migration Trends Net in-migration, origin cities, demographic profile BC Stats, CMHC, Census data
Economic Drivers Key industries, major employers, GDP contribution Central Okanagan Economic Development, City reports
Airport Expansion YLW passenger growth, new routes, expansion plans YLW Airport Authority, news releases
Real Estate Commercial vacancy, residential prices, development permits CBRE, CMHC, City of Kelowna
Income & Demographics Median household income, vehicle ownership rates Stats Canada, Census
Tourism Annual visitors, spending, wine tourism stats Destination BC, Tourism Kelowna
Why this matters to buyers:
Client Input Status

Updated based on Greg’s responses received February 2026:

Item Status Notes
Founding year and story ✓ RECEIVED Founded 1999, detailed milestones provided
Key milestones ✓ RECEIVED 1999-2025 timeline complete
Community involvement ✓ RECEIVED Charities, sports, food bank, car donations
Awards list ✓ RECEIVED Best of Kelowna 2024/2025, SSGM 2005/2006
Customer testimonials PENDING “1000+ Google reviews” — need to pull select quotes
Building sq ft / lot size ✓ RECEIVED 13,000 sq ft / 1.3 acres
Average inventory ✓ RECEIVED 80 units
Average selling price ✓ RECEIVED $38,000
Average days to sale PENDING Not provided — follow up
Key employee roles ✓ RECEIVED Mark McCafferty (GM), Mark Lowey (Sales), Donna Clipperton (Controller), Dave Graf (Service)
Org chart ✓ RECEIVED Basic structure provided
Apprentice pipeline ✓ RECEIVED 2 in 4th year training, 1 first-year
Photos PENDING Awaiting via email
CIM Development Timeline (Revised)
Date Milestone Owner Status
Feb 25 Owner meeting — collect remaining inputs Alex COMPLETE
Feb 26-28 Finalize DD questionnaire, consolidate workbooks Jesse + Alex IN PROGRESS
Mar 1-2 Lock Narrative Foundation, draft Teaser Alex + Claude CURRENT
Mar 3-5 Research & draft Kelowna Growth Story Claude + Alex UPCOMING
Mar 5-7 Draft remaining CIM sections Alex + Claude —
Mar 7 Reconcile CIM with DD data received Alex —
Mar 10 CIM Launch — Teaser to warm buyers Alex TARGET
— End of CIM Framework v3 —
Stellaxis Canada Inc.  •  March 2, 2026
CONFIDENTIAL — For internal Stellaxis Canada use only. Not for distribution.