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42 Granite REIT 2014
Audited Combined Financial Statements of
Granite Real Estate Investment Trust and
Granite REIT Inc.
For the year ended December 31, 2014
Granite REIT 2014 43
MANAGEMENT'S RESPONSIBILITY FOR FINANCIAL REPORTING
Management of Granite Real Estate Investment Trust and Granite REIT Inc. (collectively the "Trust") is responsible for the preparation and presentation of the combined financial statements and all information included in the 2014 Annual Report. The combined financial statements were prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and where appropriate, reflect estimates based on management's best judgement in the circumstances. Financial information as presented elsewhere in the 2014 Annual Report has been prepared by management to ensure consistency with information contained in the combined financial statements. The combined financial statements have been audited by independent auditors and reviewed by the Audit Committees and approved by both the Board of Trustees of Granite Real Estate Investment Trust and the Board of Directors of Granite REIT Inc.
Management is responsible for the development and maintenance of systems of internal accounting and administrative cost controls of high quality, within reasonable cost. Such systems are designed to provide reasonable assurance that the financial information is accurate, relevant and reliable and that the Trust's assets are appropriately accounted for and adequately safeguarded. Management has determined that, as at December 31, 2014 and based on the framework set forth inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, internal control over financial reporting was effective. The Trust's Chief Executive Officer and Chief Financial Officer, in compliance with Section 302 of the U.S. Sarbanes-Oxley Act of 2002 ("SOX"), have provided a SOX-related certification in connection with the Trust's annual disclosure document in the U.S. (Form 40-F) to the U.S. Securities and Exchange Commission. In accordance with Multilateral Instrument 52-109, a similar certification has been provided to the Canadian Securities Administrators.
The Trust's Audit Committees are appointed by their respective Boards annually and are comprised solely of outside independent Directors or Trustees. The Audit Committees meet periodically with management, as well as with the independent auditors, to satisfy themselves that each is properly discharging its responsibilities to review the combined financial statements and the independent auditors' report and to discuss significant financial reporting issues and auditing matters. The Audit Committees report their findings to the Boards for consideration when approving the combined financial statements for issuance to the stapled unitholders.
The combined financial statements and the effectiveness of internal control over financial reporting have been audited by Deloitte LLP, the independent auditors, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States) on behalf of the stapled unitholders. The Auditors' Reports outline the nature of their examinations and their opinions on the combined financial statements of the Trust and the effectiveness of the Trust's internal control over financial reporting. The independent auditors have full and unrestricted access to the Audit Committees.
 |  |
THOMAS HESLIP | MICHAEL FORSAYETH |
| Chief Executive Officer | Chief Financial Officer |
Toronto, Canada,
March 4, 2015
44 Granite REIT 2014
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Unitholders of Granite Real Estate Investment Trust
and the Board of Directors and Shareholders of Granite REIT Inc.
We have audited the accompanying combined financial statements of Granite Real Estate Investment Trust and Granite REIT Inc. and subsidiaries (collectively, the "Trust"), which comprise the combined balance sheets as at December 31, 2014 and December 31, 2013 and the combined statements of income, combined statements of comprehensive income, combined statements of unitholders' equity and combined statements of cash flows for the years then ended, and a summary of significant accounting policies and other explanatory information.
Management's Responsibility for the Combined Financial Statements
Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and for such internal control as management determines is necessary to enable the preparation of combined financial statements that are free from material misstatement, whether due to fraud or error.
Auditor's Responsibility
Our responsibility is to express an opinion on these combined financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.
We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the combined financial statements present fairly, in all material respects, the financial position of the Trust and subsidiaries as at December 31, 2014 and December 31, 2013 and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.
Other Matter
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Trust's internal control over financial reporting as of December 31, 2014, based on the criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2015 expressed an unqualified opinion on the Trust's internal control over financial reporting.
Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants
March 4, 2015
Toronto, Canada
Granite REIT 2014 45
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Trustees and Unitholders of Granite Real Estate Investment Trust
and the Board of Directors and Shareholders of Granite REIT Inc.
We have audited the internal control over financial reporting of Granite Real Estate Investment Trust and Granite REIT Inc. and subsidiaries (collectively, the "Trust") as of December 31, 2014, based on the criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Trust's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company's internal control over financial reporting is a process designed by, or under the supervision of, the company's principal executive and principal financial officers, or persons performing similar functions, and effected by the company's board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2014, based on the criteria established inInternal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States), the combined financial statements as of and for the year ended December 31, 2014 of the Trust and our report dated March 4, 2015 expressed an unmodified opinion on those financial statements.
Chartered Professional Accountants, Chartered Accountants
Licensed Public Accountants
March 4, 2015
Toronto, Canada
46 Granite REIT 2014
Combined Balance Sheets
(Canadian dollars in thousands)
| As at December 31, | Note | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|---|
| ASSETS | ||||||||
Non-current assets: | ||||||||
| Investment properties | 4 | $ | 2,310,378 | $ | 2,351,897 | |||
| Deferred tax assets | 11 | 7,206 | 8,173 | |||||
| Fixed assets, net | 1,746 | 1,938 | ||||||
| Other assets | 5 | 1,879 | 1,958 | |||||
| Cross currency interest rate swap | 6 | 481 | — | |||||
| 2,321,690 | 2,363,966 | |||||||
Current assets: | ||||||||
| Accounts receivable | 2,247 | 2,491 | ||||||
| Income taxes receivable | 11 | 921 | 930 | |||||
| Prepaid expenses and other | 1,885 | 1,366 | ||||||
| Restricted cash | 3 | 4,782 | 4,360 | |||||
| Cash and cash equivalents | 116,233 | 95,520 | ||||||
| Total assets | $ | 2,447,758 | $ | 2,468,633 | ||||
LIABILITIES AND STAPLED UNITHOLDERS' EQUITY | ||||||||
Non-current liabilities: | ||||||||
| Unsecured debentures, net | 6 | $ | 447,049 | $ | 462,070 | |||
| Cross currency interest rate swap | 6 | 3,829 | 11,003 | |||||
| Secured long-term debt | 7 | 65,247 | 41,856 | |||||
| Deferred tax liabilities | 11 | 155,708 | 166,622 | |||||
| Other non-current liabilities | 8 | 10,809 | 3,777 | |||||
| 682,642 | 685,328 | |||||||
Current liabilities: | ||||||||
| Deferred revenue | 5,299 | 5,194 | ||||||
| Bank indebtedness | 9 | 62,645 | 53,180 | |||||
| Current portion of secured long-term debt | 7 | 832 | — | |||||
| Accounts payable and accrued liabilities | 10 | 36,649 | 33,178 | |||||
| Distributions payable | 9,027 | 8,591 | ||||||
| Income taxes payable | 11 | 14,421 | 6,652 | |||||
| Total liabilities | 811,515 | 792,123 | ||||||
Equity: | ||||||||
| Stapled unitholders' equity | 1,629,985 | 1,671,227 | ||||||
| Non-controlling interests | 6,258 | 5,283 | ||||||
| Total equity | 1,636,243 | 1,676,510 | ||||||
| Total liabilities and stapled unitholders' equity | $ | 2,447,758 | $ | 2,468,633 | ||||
| Commitments and contingencies (note 22) | ||||||||
| See accompanying notes | ||||||||
| On behalf of the Boards: | ||||
| /S/ G. WESLEY VOORHEIS Director/Trustee | /S/ GERALD J. MILLER Director/Trustee |
Granite REIT 2014 47
Combined Statements of Income
(Canadian dollars in thousands)
| Years ended December 31, | Note | 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Rental revenue and tenant recoveries | $ | 207,410 | $ | 189,900 | ||||||
Property operating costs | 14 | (a) | 6,876 | 5,545 | ||||||
| General and administrative expenses | 14 | (b) | 28,061 | 27,065 | ||||||
| Depreciation and amortization | 621 | 454 | ||||||||
| Interest expense and other financing costs, net | 14 | (c) | 23,967 | 20,586 | ||||||
| Early redemption costs of unsecured debentures | 6 | 28,580 | — | |||||||
| Foreign exchange gains, net | (3,063 | ) | (46 | ) | ||||||
| Fair value losses on investment properties, net | 4 | 51,620 | 16,182 | |||||||
| Fair value gains on financial instruments | 14 | (d) | (177 | ) | (72 | ) | ||||
| Acquisition transaction costs | 189 | 14,246 | ||||||||
| Gain on Meadows holdback | 14 | (e) | — | (5,143 | ) | |||||
| Loss (gain) on sale of investment properties | 4 | (1,416 | ) | 778 | ||||||
| Income before income taxes | 72,152 | 110,305 | ||||||||
| Income tax expense (recovery) | 11 | 8,492 | (33,139 | ) | ||||||
| Net income from continuing operations | 63,660 | 143,444 | ||||||||
| Net income from discontinued operations | 15 | 6,757 | 1,822 | |||||||
| Net income | $ | 70,417 | $ | 145,266 | ||||||
Net income attributable to: | ||||||||||
| Stapled unitholders | ||||||||||
| Continuing operations | $ | 63,456 | $ | 143,209 | ||||||
| Discontinued operations | 6,757 | 1,822 | ||||||||
| 70,213 | 145,031 | |||||||||
| Non-controlling interests | ||||||||||
| Continuing operations | 204 | 235 | ||||||||
| Discontinued operations | — | — | ||||||||
| 204 | 235 | |||||||||
| $ | 70,417 | $ | 145,266 | |||||||
See accompanying notes
48 Granite REIT 2014
Combined Statements of Comprehensive Income
(Canadian dollars in thousands)
| Years ended December 31, | Note | 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Net income | $ | 70,417 | $ | 145,266 | ||||||
Other comprehensive income (loss): | ||||||||||
| Foreign currency translation adjustment(1) | (9,358 | ) | 126,527 | |||||||
| Unrealized gain (loss) on cross currency interest rate swaps(1) | 6 | (d) | 6,200 | (11,490 | ) | |||||
| Net foreign exchange loss on net investment hedge, includes income taxes of nil(1) | (1,393 | ) | (6,992 | ) | ||||||
| Reclassification of cumulative foreign currency translation amounts relating to foreign operation disposed of in the year | 15 | (5,722 | ) | — | ||||||
| Total other comprehensive income (loss) | (10,273 | ) | 108,045 | |||||||
| Comprehensive income | $ | 60,144 | $ | 253,311 | ||||||
| (1) Items that may be reclassified subsequently to net income | ||||||||||
Comprehensive income attributable to: | ||||||||||
| Stapled unitholders | ||||||||||
| Continuing operations | $ | 57,943 | $ | 243,883 | ||||||
| Discontinued operations | 1,666 | 8,993 | ||||||||
| 59,609 | 252,876 | |||||||||
| Non-controlling interests | ||||||||||
| Continuing operations | 535 | 435 | ||||||||
| Discontinued operations | — | — | ||||||||
| 535 | 435 | |||||||||
| Comprehensive income | $ | 60,144 | $ | 253,311 | ||||||
See accompanying notes
Granite REIT 2014 49
Combined Statements of Unitholders' Equity
(Canadian dollars in thousands)
| Year Ended December 31, 2014 | Number of Units | Stapled Units | Contributed surplus | Deficit | Accumulated other comprehensive income (loss) | Total | Non- controlling interests | Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity at January 1, 2014 | 46,945 | $ | 2,121,412 | $ | 61,425 | $ | (608,671 | ) | $97,061 | $ | 1,671,227 | $ | 5,283 | $ | 1,676,510 | ||||||||
| Net income | — | — | — | 70,213 | — | 70,213 | 204 | 70,417 | |||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | (10,604 | ) | (10,604 | ) | 331 | (10,273 | ) | ||||||||||||
| Distributions | — | — | — | (103,641 | ) | — | (103,641 | ) | (221 | ) | (103,862 | ) | |||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | — | 661 | 661 | |||||||||||||||
| Units issued on exercise of stapled unit options | 50 | 1,916 | — | — | — | 1,916 | — | 1,916 | |||||||||||||||
| Units issued on settlement of deferred stapled units | 22 | 874 | — | — | — | 874 | — | 874 | |||||||||||||||
| Equity at December 31, 2014 | 47,017 | $ | 2,124,202 | $ | 61,425 | $ | (642,099 | ) | $86,457 | $ | 1,629,985 | $ | 6,258 | $ | 1,636,243 | ||||||||
| Year Ended December 31, 2013 | Number of Units | Stapled Units | Contributed surplus | Deficit | Accumulated other comprehensive income (loss) | Total | Non- controlling interests | Total | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Equity at January 1, 2013 | 46,833 | $ | 2,117,256 | $ | 63,168 | $ | (654,828 | ) | $(10,784 | ) | $ | 1,514,812 | $ | 1,041 | $ | 1,515,853 | |||||||
| Net income | — | — | — | 145,031 | — | 145,031 | 235 | 145,266 | |||||||||||||||
| Other comprehensive income | — | — | — | — | 107,845 | 107,845 | 200 | 108,045 | |||||||||||||||
| Distributions | — | — | — | (98,922 | ) | — | (98,922 | ) | (215 | ) | (99,137 | ) | |||||||||||
| Contributions from non-controlling interests | — | — | — | — | — | — | 4,022 | 4,022 | |||||||||||||||
| Units issued on exercise of stapled unit options | 105 | 3,892 | — | — | — | 3,892 | — | 3,892 | |||||||||||||||
| Units issued on settlement of deferred stapled units | 7 | 264 | — | — | — | 264 | — | 264 | |||||||||||||||
| Reclassification of unit-based awards | — | — | (1,743 | ) | 48 | — | (1,695 | ) | — | (1,695 | ) | ||||||||||||
| Equity at December 31, 2013 | 46,945 | $ | 2,121,412 | $ | 61,425 | $ | (608,671 | ) | $97,061 | $ | 1,671,227 | $ | 5,283 | $ | 1,676,510 | ||||||||
See accompanying notes
50 Granite REIT 2014
Combined Statements of Cash Flows
(Canadian dollars in thousands)
| Years ended December 31, | Note | 2014 | 2013 | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| OPERATING ACTIVITIES | ||||||||||
| Net income from continuing operations | $ | 63,660 | $ | 143,444 | ||||||
| Items not involving current cash flows | 17 | (a) | 64,503 | (25,627 | ) | |||||
| Tenant allowance | (37,769 | ) | — | |||||||
| Current income tax expense | 11 | (a) | 4,254 | 8,524 | ||||||
| Income taxes paid | 11 | (e) | (4,377 | ) | (12,425 | ) | ||||
| Interest expense | 22,625 | 19,945 | ||||||||
| Interest paid | (19,349 | ) | (17,059 | ) | ||||||
| Changes in working capital balances from continuing operations | 17 | (b) | (6,156 | ) | 555 | |||||
| Cash provided by operating activities from continuing operations | 87,391 | 117,357 | ||||||||
| Cash provided by operating activities from discontinued operations | 5,472 | 10,537 | ||||||||
| Cash provided by operating activities | 92,863 | 127,894 | ||||||||
INVESTING ACTIVITIES | ||||||||||
| Investment properties: | ||||||||||
| Proceeds on disposal, net | 4 | 39,095 | 16,843 | |||||||
| Capital expenditures | (43,701 | ) | (28,853 | ) | ||||||
| Business acquisitions (2013 — net of cash acquired of $375) | 3 | (75,149 | ) | (233,363 | ) | |||||
| Acquisition of development lands | 3 | (3,831 | ) | (14,204 | ) | |||||
| Fixed asset additions | (458 | ) | (673 | ) | ||||||
| Proceeds from notes receivable | — | 7,870 | ||||||||
| Increase in other assets | (199 | ) | (1,209 | ) | ||||||
| Cash provided by investing activities from discontinued operations | 4,15 | 104,370 | — | |||||||
| Cash provided by (used in) investing activities | 20,127 | (253,589 | ) | |||||||
FINANCING ACTIVITIES | ||||||||||
| Distributions paid | (103,205 | ) | (90,331 | ) | ||||||
| Proceeds from units issued | 1,781 | 3,116 | ||||||||
| Proceeds from unsecured debentures | 6 | 250,000 | 200,000 | |||||||
| Repayment of unsecured debentures | 6 | (265,000 | ) | — | ||||||
| Proceeds from secured long-term debt | 19,784 | — | ||||||||
| Repayment of secured long-term debt | (225 | ) | — | |||||||
| Proceeds from bank indebtedness | 62,813 | 129,095 | ||||||||
| Repayments of bank indebtedness | (54,740 | ) | (78,692 | ) | ||||||
| Financing costs paid | (2,361 | ) | (2,765 | ) | ||||||
| Contributions from non-controlling interests | 661 | 1,921 | ||||||||
| Distributions to non-controlling interests | (221 | ) | (215 | ) | ||||||
| Cash provided by (used in) financing activities | (90,713 | ) | 162,129 | |||||||
| Effect of exchange rate changes on cash and cash equivalents | (1,564 | ) | 8,013 | |||||||
| Net increase in cash and cash equivalents during the year | 20,713 | 44,447 | ||||||||
| Cash and cash equivalents, beginning of year | 95,520 | 51,073 | ||||||||
| Cash and cash equivalents, end of year | $ | 116,233 | $ | 95,520 | ||||||
See accompanying notes
Granite REIT 2014 51
Notes to Combined Financial Statements
(All amounts in Canadian dollars and all tabular amounts in thousands unless otherwise noted)
1. NATURE AND DESCRIPTION OF THE TRUST
Effective January 3, 2013, Granite Real Estate Inc. ("Granite Co.") completed its conversion from a corporate structure to a stapled unit real estate investment trust ("REIT") structure. The conversion to a REIT was implemented pursuant to a court approved plan of arrangement (the "Arrangement") under theBusiness Corporations Act (Quebec). Through a series of steps and reorganizations Granite Real Estate Investment Trust ("Granite REIT") and Granite REIT Inc. ("Granite GP"), in addition to other entities, were formed. Granite REIT is an unincorporated, open ended, limited purpose trust established under and governed by the laws of the province of Ontario and created pursuant to a Declaration of Trust dated September 28, 2012 and amended on January 3, 2013. Granite GP was incorporated on September 28, 2012 under theBusiness Corporations Act (British Columbia).
Under the Arrangement, all of the common shares of Granite Co. were exchanged, on a one-for-one basis, for stapled units, each of which consists of one unit of Granite REIT and one common share of Granite GP. Granite REIT, Granite GP and their subsidiaries (together "Granite" or the "Trust") are carrying on the business previously conducted by Granite Co. The assets, liabilities and operations of the new combined stapled unit structure comprise all the assets, liabilities and operations of Granite Co. The stapled units trade on the Toronto Stock Exchange and on the New York Stock Exchange. The principal office of Granite REIT is 77 King Street West, Suite 4010, P.O. Box 159, Toronto-Dominion Centre, Toronto, Ontario, M5K 1H1, Canada. The registered office of Granite GP is Suite 2600, Three Bentall Centre, 595 Burrard Street P.O. Box 49314, Vancouver, British Columbia, V7X 1L3, Canada.
The Trust is a Canadian-based REIT engaged in the ownership and management of predominantly industrial, warehouse and logistics properties in North America and Europe. The Trust's tenant base currently includes Magna International Inc. and its operating subsidiaries (together "Magna") as its largest tenants, together with tenants from other industries.
These combined financial statements were approved by the Board of Trustees of Granite REIT and Board of Directors of Granite GP on March 4, 2015.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies described below have been applied consistently to all periods presented in these combined financial statements.
The combined financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
As a result of the REIT conversion and the steps and reorganizations described in note 1, the Trust does not have a single parent; however, each unit of Granite REIT and each share of Granite GP trade as a single stapled unit and accordingly, Granite REIT and Granite GP have identical ownership. Therefore, these financial statements have been prepared on a combined basis whereby the assets, liabilities and results of Granite GP and Granite REIT have been combined. The combined financial statements include the subsidiaries of Granite GP and Granite REIT. Subsidiaries are fully consolidated by Granite GP or Granite REIT from the date of acquisition, being the date on which control is obtained. The subsidiaries continue to be consolidated until the date that such control ceases. Control exists when Granite GP or Granite REIT have power, exposure or rights to variable returns and the ability to use their power over the entity to affect the amount of returns it generates.
52 Granite REIT 2014
All intercompany balances, income and expenses and unrealized gains and losses resulting from intercompany transactions are eliminated.
IFRS does not include specific measurement guidance for transfers of businesses or subsidiaries between entities under common control. However, based on accounting pronouncements and the IFRS framework, the Trust has selected as its accounting policy to account for such transactions at predecessor carrying values used in prior reporting periods (note 1).
The Trust accounts for its investment properties, which include income-producing properties, properties under development and land held for development, in accordance with IAS 40 Investment Property ("IAS 40"). For acquired investment properties that meet the definition of a business, the acquisition is accounted for as a business combination (note 2(e)); otherwise they are initially measured at cost including directly attributable expenses. Subsequent to acquisition, investment properties are carried at fair value, which is determined based on available market evidence at the balance sheet date including, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases less future cash outflows in respect of capital expenditures. Gains and losses arising from changes in fair value are recognized in net income in the period of change.
Income-Producing Properties
The carrying value of income-producing properties includes the impact of straight-line rental revenue (note 2(j)), tenant inducements and deferred leasing costs since these amounts are incorporated in the determination of the fair value of income-producing properties.
When an income-producing property is disposed of, the gain or loss is determined as the difference between the disposal proceeds, net of selling costs and the carrying amount of the property and is recognized in net income in the period of disposal.
Properties Under Development
The Trust's development properties are classified as such until the property is substantially completed and available for occupancy. The Trust capitalizes acquisition, development and expansion costs, including direct construction costs, borrowing costs and indirect costs wholly attributable to development. Borrowing costs are capitalized to projects under development or construction based on the average accumulated expenditures outstanding during the period multiplied by the Trust's average borrowing rate on existing debt. Where borrowings are associated with specific developments, the amount capitalized is the gross borrowing cost incurred on such borrowings less any investment income arising on temporary investment of these borrowings. The capitalization of borrowing costs is suspended if there are prolonged periods that development activity is interrupted. The Trust capitalizes direct and indirect costs, including property taxes and insurance of the development property if activities necessary to ready the development property for its intended use are in progress. Costs of internal personnel and other indirect costs that are not wholly attributable to a project are expensed as incurred.
Properties under development are measured at fair value as stated above, however, where fair value is not reliably determinable, the property is measured at cost until the earlier of the date construction is completed and the date at which fair value becomes reliably determinable.
The Trust accounts for investment property acquisitions as a business combination if the particular assets and set of activities acquired can be operated and managed as a business in their current state for the purpose of providing a return to the unitholders. The Trust applies the acquisition method to account for
Granite REIT 2014 53
business combinations. The consideration transferred for a business combination is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Trust. The total consideration includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired as well as liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date.
The Trust recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest's proportionate share of the recognized amounts of the acquiree's identifiable net assets.
Acquisition related costs are expensed as incurred.
Any contingent consideration is recognized at fair value at the acquisition date. Subsequent changes to the fair value of contingent consideration that is recorded as an asset or liability is recognized in accordance with IAS 39, Financial Instruments: Recognition and Measurement ("IAS 39") in net income.
Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the identifiable net assets acquired. If the consideration is lower than the fair value of the net assets acquired, the difference is recognized in net income.
The assets and liabilities of the Trust's foreign operations are translated into Canadian dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case, for material transactions, the exchange rates at the dates of those transactions are used. Exchange differences arising are recognized in other comprehensive income and accumulated in equity.
In preparing the financial statements of each entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the average rates of exchange prevailing in the period. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognized in net income in the period in which they arise except for:
Financial assets
The Trust classifies its financial assets upon initial recognition as fair value through profit or loss ("FVTPL"), held to maturity, loans and receivables or available for sale.
Loans and receivables, which include accounts receivable, cash and cash equivalents, restricted cash and certain other assets, are initially measured at fair value and are subsequently measured at amortized cost less provision for impairment. A provision for impairment is recognized when there is objective evidence that collection may not be possible under the original terms of the contract. Indicators of impairment include default on payments and significant financial difficulty of the tenant or counterparty. The carrying amount of the asset is reduced through a provision account, and the amount of the loss is
54 Granite REIT 2014
recognized in net income. Bad debt write-offs occur when the Trust determines collection is unlikely. Any subsequent recoveries of amounts previously written off are credited against general and administrative expenses in net income. Accounts receivable that are more than one month past due are not considered impaired unless there is evidence that collection is not possible.
The Trust does not currently have any financial assets classified as held to maturity or available for sale.
Financial liabilities
The Trust classifies its financial liabilities upon initial recognition as FVTPL or other financial liabilities. Other financial liabilities, which include unsecured debentures, secured long-term debt, bank indebtedness, accounts payable and accrued liabilities and distributions payable, are measured at amortized cost. The Trust's policy for the treatment of financing costs related to the issuance of long term debt is to present debt instruments on the balance sheets net of the related financing costs, with the net balance accreting to the face value of the debt over its term following the effective interest method. The costs of obtaining a revolving credit facility are capitalized and amortized over the term of the facility on a straight-line basis.
Derivatives and Hedging
Derivative instruments are recorded in the combined balance sheet at fair value including those derivatives that are embedded in financial or non-financial contracts. Changes in the fair value of derivative instruments which are not designated as hedges for accounting purposes are recognized in the statement of income. The Trust utilizes derivative financial instruments from time to time in the management of its foreign currency and interest rate exposures. The Trust's policy is not to utilize derivative financial instruments for trading or speculative purposes.
The Trust applies hedge accounting to certain derivative and non-derivative financial instruments designated as hedges of net investments in subsidiaries with a functional currency other than the Canadian dollar. Hedge accounting is discontinued prospectively when the hedge relationship is terminated or no longer qualifies as a hedge, or when the hedging item is sold or terminated. In a net investment hedging relationship, the effective portion of foreign exchange gains or losses on the hedging instruments is recognized in other comprehensive income and the ineffective portion is recognized in net income. The amounts recorded in accumulated other comprehensive income are recognized in net income when there is a disposition or partial disposition of the foreign subsidiary.
Cash and cash equivalents include cash on account, demand deposits and short-term investments with maturities of less than three months at the date of acquisition.
Restricted cash represents segregated cash accounts for a specific purpose and cannot be used for general corporate purposes.
Fixed assets are recorded at cost less accumulated depreciation. Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the fixed assets, which typically range from 3 to 5 years for computer hardware and software and 5 to 7 years for other furniture and fixtures. Leasehold improvements are amortized over the term of the applicable lease.
Where Granite has retained substantially all the benefits and risks of ownership of its rental properties, leases with its tenants are accounted for as operating leases. Where substantially all the benefits and risks of ownership of the Trust's rental properties have been transferred to its tenants, the Trust's leases are accounted for as finance leases. For leases involving land and buildings, the Trust evaluates the land and building separately in determining the appropriate lease treatment, unless the fair value of the land at
Granite REIT 2014 55
the inception of the lease is considered to be immaterial. All of the Trust's current leases (the "Leases") are operating leases.
The majority of the Leases are net leases under which the lessee is responsible for the direct payment of all operating costs related to the properties, including property taxes, insurance, utilities and non-structural repairs and maintenance. Revenues and operating expenses for these Leases do not include any amounts related to operating costs paid directly by such lessees. The remaining Leases generate rental revenue that includes the recovery of operating costs.
The Leases may provide for either scheduled fixed rent increases or periodic rent increases based on increases in a local price index. Where periodic rent increases depend on increases in a local price index, such rent increases are accounted for as contingent rentals and recognized in income in applicable future years. Where scheduled fixed rent increases exist in operating leases, the total scheduled fixed lease payments of the lease are recognized in income evenly on a straight-line basis over the term of the lease.
Incentive Stock Option Plan
Compensation expense for option grants is based on the fair value of the options at the grant date and is recognized over the period from the grant date to the date the award is vested. A liability was recognized for outstanding options based upon the fair value as the Trust is an open ended trust making its units redeemable. During the period in which options are outstanding, the liability is adjusted for changes in the fair value with such adjustments being recognized as compensation expense in general and administrative expenses in the period in which they occur. The liability balance is reduced as options are exercised and recorded in equity as stapled units along with the proceeds received on exercise.
Executive Deferred Stapled Unit Plan
The executive deferred stapled unit plan is measured at fair value at the date of grant and amortized to compensation expense from the effective date of the grant to the final vesting date. Compensation expense is recognized on a proportionate basis consistent with the vesting features of each tranche of the grant. Compensation expense for deferred stapled units granted under the plan is recognized as general and administrative expenses with a corresponding liability recognized based on the fair value of the Trust's stapled units as the Trust is an open ended trust making its units redeemable. During the period in which the deferred stapled units are outstanding, the liability is adjusted for changes in the market value of the Trust's stapled unit, with such adjustments being recognized as compensation expense in general and administrative expenses in the period in which they occur. The liability balance is reduced as deferred stapled units are settled for stapled units and recorded in equity.
Director/Trustee Deferred Share Unit Plan
The compensation expense and a corresponding liability associated with the director/trustee deferred share unit plan is measured based on the market value of the underlying stapled units. During the period in which the awards are outstanding, the liability is adjusted for changes in the market value of the underlying stapled unit, with such positive or negative adjustments being recognized in general and administrative expenses in the period in which they occur.
Operations in Canada
Upon completion of the Arrangement, Granite qualified as a mutual fund trust under theIncome Tax Act (Canada) (the "Act") and as such the Trust itself will not be subject to income taxes provided it continues to qualify as a REIT for purposes of the Act. A REIT is not taxable and not considered to be a Specified Investment Flow-through Trust provided it complies with certain tests and it distributes all of its taxable income in a taxation year to its unitholders.
56 Granite REIT 2014
The Trust's qualification as a REIT results in no current or deferred income tax being recognized in the combined financial statements for income taxes related to the Canadian investment properties. Further, as a result of converting to a REIT, certain deferred income taxes reported prior to January 3, 2013 were reversed through deferred income tax expense. Current income tax related to certain taxable Canadian entities are determined on the basis of enacted or substantively enacted tax rates and laws at each balance sheet date.
Operations in the United States
The Trust's investment property operations in the United States are conducted in a qualifying United States REIT ("US REIT") for purposes of the Internal Revenue Code of 1986, as amended. As a qualifying US REIT, it is not taxable provided it complies with certain tests in addition to the requirement to distribute substantially all of its taxable income.
As a qualifying US REIT, current income taxes on U.S. taxable income have not been recorded in the combined financial statements. However, the Trust has recorded deferred income taxes that may arise on the disposition of its investment properties as the Trust will likely be subject to entity level income tax in connection with such transactions pursuant to the Foreign Investment in Real Property Tax Act.
Operations in Europe
The Trust consolidates certain entities that continue to be subject to income tax. Income taxes for these taxable entities are recorded as follows:
Current Income Tax
The current income tax expense is determined on the basis of enacted or substantively enacted tax rates and laws at each balance sheet date.
Deferred Income Tax
Deferred income tax is recorded, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and the amounts reported in the combined financial statements. Deferred income tax is measured using tax rates and laws that are enacted and substantively enacted as at each balance sheet date and are expected to apply when the temporary differences are expected to reverse. Deferred income tax assets are recognized only to the extent that it is probable that sufficient future taxable profit will be available against which the deductible temporary difference can be utilized.
Each of current and deferred tax assets and liabilities are offset when they are levied by the same taxation authorities on either the same taxable entities, or different taxable entities with the same reporting group that settle on a net basis, and when there is a legal right to offset.
The stapled units are redeemable at the option of the holder and therefore are required to be accounted for as financial liabilities, except where certain exemption conditions are met, in which case redeemable instruments may be classified as equity. The attributes of the stapled units meet the exemption conditions set out in IAS 32, Financial Instruments: Presentation ("IAS 32") and are therefore presented as equity for purposes of that standard.
The preparation of these combined financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the combined financial statements, and the reported amounts of revenue and expenses during the reporting periods.
Granite REIT 2014 57
Management believes that the judgments, estimates and assumptions utilized in preparing the combined financial statements are reasonable and prudent; however, actual results could be materially different and require an adjustment to the reported results.
Judgments
The following are the critical judgments that have been made in applying the Trust's accounting policies and that have the most significant effect on the amounts recognized in the combined financial statements:
Leases
The Trust's policy for revenue recognition is described in note 2(j). The Trust makes judgments in determining whether certain leases are operating or finance leases, in particular tenant leases with long contractual terms, leases where the property is a large square-footage and/or architecturally unique and long-term ground leases where the Trust is the lessee.
Investment properties
The Trust's policy relating to investment properties is described in note 2(d). In applying this policy, judgment is applied in determining whether certain costs incurred for tenant improvements are additions to the carrying amount of the property or represent incentives, identifying the point at which practical completion of properties under development occurs and determining borrowing costs to be capitalized to the carrying value of properties under development. Judgment is also applied in determining the use, extent and frequency of independent appraisals.
Income taxes
The Trust applies judgment in determining whether it will continue to qualify as a REIT for both Canadian and U.S. tax purposes for the foreseeable future. However, should it at some point no longer qualify, it would be subject to income tax and would be required to recognize current and deferred income taxes.
Estimates and Assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include the following:
Valuation of investment properties
The fair value of investment properties is determined by management using primarily the discounted cash flow method in which the income and expenses are projected over the anticipated term of the investment plus a terminal value discounted using an appropriate discount rate. The Trust obtains, from time to time, appraisals from independent qualified real estate valuation experts. However, the Trust does not measure its investment properties based on these valuations, but uses such appraisals as data points, together with other external market information accumulated by management, in arriving at its own conclusions on values. The critical assumptions relating to the Trust's estimates of fair values of investment properties include the receipt of contractual rents, contractual renewal terms, expected future market rental rates, discount rates that reflect current market uncertainties, capitalization rates and recent investment property prices. If there is any change in these assumptions or regional, national or international economic conditions, the fair value of investment properties may change materially. Refer to note 4 for further information on the estimates and assumptions made by management.
58 Granite REIT 2014
Fair value of financial instruments
Where the fair value of financial assets or liabilities recorded on the balance sheet or disclosed in the notes cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flow method. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as credit risk and volatility. Changes in assumptions about these factors could materially affect the reported fair value of financial instruments.
Income taxes
The Trust operates in a number of countries and is subject to the income tax laws and related tax treaties in each of its operating jurisdictions. These laws and treaties can be subject to different interpretations by relevant taxation authorities. Significant judgment is required in the estimation of Granite's income tax expense, interpretation and application of the relevant tax laws and treaties and provision for any exposure that may arise from tax positions that are under audit by relevant taxation authorities.
The recognition and measurement of deferred tax assets or liabilities is dependent on management's estimate of future taxable profits and income tax rates that are expected to be in effect in the period the asset is realized or the liability is settled. Any changes in management's estimate can result in changes in deferred tax assets or liabilities as reported in the combined balance sheets and also the deferred income tax expense in the combined statements of income.
There are a number of amendments to IAS 32 Financial Instruments: Presentation ("IAS 32"), relating to offsetting certain assets and liabilities. These amendments relate to the application of the guidance set out in IAS 32 and clarify some of the requirements for offsetting financial assets and financial liabilities on the balance sheet. The amendments are effective January 1, 2014. The adoption of these amendments did not have an impact on the Trust's combined financial statements.
In May 2013, IFRIC Interpretation 21 — Levies ("IFRIC 21") was issued which is an interpretation of IAS 37 — Provisions, Contingent Liabilities and Contingent Assets. IFRIC 21 clarifies what the obligating event is that gives rise to a levy and when a liability should be recognized. IFRIC 21 is effective for years beginning on or after January 1, 2014 and must be applied retrospectively. For the purposes of IFRIC 21, property taxes payable by the Trust are considered levies. The adoption of this standard did not have an impact on the Trust's combined financial statements.
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In July 2014, the IASB issued the final version of IFRS 9 — Financial Instruments ("IFRS 9") which brings together the classification and measurement, impairment and hedge accounting phases of the IASB's project to replace IAS 39 — Financial Instruments: Recognition and Measurement ("IAS 39"). The key elements of the final standard are as follows:Classification and measurement — introduces a logical approach for the classification of financial assets, which is driven by cash flow characteristics and the business model in which an asset is held.Impairment — introduces a new, expected-loss impairment model that will require more timely recognition of expected credit losses. IFRS 9 also includes new disclosure requirements about expected credit losses and credit risk.Hedge accounting — introduces a substantially reformed model for hedge accounting that more closely aligns with risk management activities undertaken by entities when hedging their financial and non-financial risk exposures.Own credit — removes the volatility in profit or loss that was caused by changes in the credit risk of liabilities elected to be measured at fair value. This change in accounting means that gains caused by the deterioration of an entity's own credit risk on such liabilities are no longer recognized in profit or loss and are recognized in other comprehensive income instead. IFRS 9 will be applied retrospectively for annual periods beginning on or after January 1, 2018. Early adoption is permitted. The Trust has not yet determined the impact of this standard on its combined financial statements.
In May 2014, the IASB issued IFRS 15 — Revenue from Contracts with Customers ("IFRS 15"), which replaces IAS 11 — Construction Contracts and IAS 18 — Revenue, as well as various other interpretations regarding revenue. IFRS 15 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers, except for contracts that are within the scope of the standards on leases, insurance contracts and financial instruments. IFRS 15 also contains enhanced disclosure requirements. It will be applied retrospectively for annual periods beginning on or after January 1, 2017 with early adoption permitted. The Trust has not yet determined the impact of this standard on its combined financial statements.
3. ACQUISITIONS
Acquisitions of income-producing properties and development lands completed during the years ended December 31, 2014 and 2013 consist of the following:
On December 30, 2014, the Trust acquired two income-producing logistics-distribution properties located in the United States. The following table summarizes the consideration paid for the acquisition and the fair values of the assets acquired and liabilities assumed at the acquisition date:
| | Total | |||
|---|---|---|---|---|
| Purchase consideration: | ||||
| Cash sourced from Credit Facility (note 9) | $ | 62,635 | ||
| Cash on hand | 12,514 | |||
| Total consideration paid | $ | 75,149 | ||
| Recognized amounts of identifiable assets acquired and liabilities assumed measured at their respective fair values: | ||||
| Investment properties | $ | 75,864 | ||
| Working capital | (715 | ) | ||
| Total identifiable net assets | $ | 75,149 | ||
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During the year ended December 31, 2014, the Trust recognized revenue and net income of less than $0.1 million, related to the aforementioned acquisition. Had this acquisition occurred on January 1, 2014, the Trust would have recognized approximately $5.1 million (pro-forma/unaudited) of revenue and $3.5 million (pro-forma/unaudited) of net income during the year ended December 31, 2014. The Trust incurred transaction costs of $0.2 million which are included in acquisition transaction costs in the combined statements of income.
On December 30, 2014, in conjunction with the aforementioned acquisition of two income-producing properties, the Trust also acquired 29 acres of adjacent development land in the United States for a purchase price of $3.8 million.
Income-producing properties located in the United States
On February 13, 2013, the Trust, through a 90% owned subsidiary, DGI LS, LLC, acquired two income-producing multipurpose industrial properties. On May 10, 2013, the Trust, through a 95% owned subsidiary, DGI Portland, LLC, acquired an income-producing multipurpose industrial property. On August 9, 2013, the Trust acquired a single-tenant incoming-producing logistics-distribution property. The non-controlling interest in each partnership was determined using the purchase price paid for the Trust's percentage share interest of the respective partnership.
Income-producing properties located in Europe
On October 16, 2013, the Trust acquired six single-tenant logistics-distribution income-producing properties, four located in Germany and two located in The Netherlands. The Trust also acquired a single-tenant logistics-distribution income-producing property located in The Netherlands on November 1, 2013, and acquired a single-tenant logistics-distribution facility located in Germany on November 27, 2013.
The following table summarizes the consideration paid for the acquisitions, the fair value of assets acquired, liabilities assumed and the non-controlling interest at the acquisition date:
| | U.S. Properties | European Properties | Total | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Purchase consideration: | ||||||||||
| Cash sourced from the revolving credit facility (note 9) or issuance of 2018 Debentures (note 6(a)) | $ | 44,076 | $ | 188,737 | $ | 232,813 | ||||
| Cash on hand | 925 | — | 925 | |||||||
| Contingent consideration | 688 | — | 688 | |||||||
| Total consideration paid | $ | 45,689 | $ | 188,737 | $ | 234,426 | ||||
| Recognized amounts of identifiable assets acquired and liabilities assumed measured at their respective fair values: | ||||||||||
| Investment properties | $ | 83,450 | $ | 185,704 | $ | 269,154 | ||||
| Working capital | 777 | (1,155 | ) | (378 | ) | |||||
| Restricted cash(1) | — | 4,188 | 4,188 | |||||||
| Mortgages payable | (36,437 | ) | — | (36,437 | ) | |||||
| Identifiable net assets | 47,790 | 188,737 | 236,527 | |||||||
| Non-controlling interests | (2,101 | ) | — | (2,101 | ) | |||||
| Total | $ | 45,689 | $ | 188,737 | $ | 234,426 | ||||
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During the year ended December 31, 2013, the Trust recognized $9.0 million of revenue and $7.1 million of net income, related to the acquisitions considered to be business combinations. Had these acquisitions occurred on January 1, 2013, the Trust would have recognized approximately $24.2 million (pro-forma/unaudited) of revenue and $14.7 million (pro-forma/unaudited) of net income during the year ended December 31, 2013.
On April 15, 2013, the Trust, through a 90% owned subsidiary, DGI Berks, LP, acquired development land in the United States. The Trust, through a 90% owned subsidiary, DGI Shepherdsville, LLC, also acquired development land in the United States on May 8, 2013. The aggregate purchase price for these development lands was $17.0 million, which included contingent consideration of $2.8 million.
For the year ended December 31, 2013, the Trust incurred transaction costs of $14.2 million related to the above-mentioned acquisitions considered to be business combinations which include $10.2 million related to land transfer tax for the European acquisitions. These amounts are included in acquisition transaction costs in the combined statements of income.
The contingent consideration recognized in connection with the aforementioned transactions was estimated to be $4.3 million at December 31, 2014 and is expected to be settled in 2018 (note 8).
4. INVESTMENT PROPERTIES
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Income-Producing Properties | $ | 2,275,220 | $ | 2,325,583 | ||
| Properties and Land Under Development | 31,349 | 18,108 | ||||
| Land Held For Development | 3,809 | 8,206 | ||||
| $ | 2,310,378 | $ | 2,351,897 | |||
Changes in investment properties are shown in the following table:
| As at December 31, | 2014 | 2013 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Income- Producing Properties | Properties and Land Under Development | Land Held For Development | Income- Producing Properties | Properties and Land Under Development | Land Held For Development | |||||||||||||
| Balance, beginning of year | $ | 2,325,583 | $ | 18,108 | $ | 8,206 | $ | 1,941,936 | $ | 1,761 | $ | — | |||||||
| Additions | |||||||||||||||||||
| — Capital expenditures | 15,809 | 27,626 | 816 | 13,152 | 14,584 | 278 | |||||||||||||
| — Acquisitions | 75,864 | — | 3,831 | 269,154 | 7,461 | 9,508 | |||||||||||||
| — Land under development | — | 9,034 | (9,034 | ) | — | — | — | ||||||||||||
| — Completed projects | 24,762 | (24,762 | ) | — | 6,364 | (6,364 | ) | — | |||||||||||
| — Tenant allowances | 44,492 | — | — | — | — | — | |||||||||||||
| Fair value losses, net | (51,624 | ) | — | — | (23,297 | ) | — | (1,927 | ) | ||||||||||
| Foreign currency translation, net | (4,662 | ) | 1,343 | (10 | ) | 135,428 | 666 | 347 | |||||||||||
| Disposals | (151,251 | ) | — | — | (17,447 | ) | — | — | |||||||||||
| Other changes | (3,753 | ) | — | — | 293 | — | — | ||||||||||||
| Balance, end of year | $ | 2,275,220 | $ | 31,349 | $ | 3,809 | $ | 2,325,583 | $ | 18,108 | $ | 8,206 | |||||||
On June 26, 2014, Granite completed the disposition of its portfolio of Mexican properties to a subsidiary of Magna for gross proceeds of $113.7 million (U.S. $105.0 million) and incurred a $5.1 million loss on disposal due to certain closing adjustments and associated selling costs. The Trust has presented the results of the Mexican portfolio as discontinued operations in the combined financial statements (note 15). In addition,
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during the year ended December 31, 2014, the Trust disposed of a further four income-producing properties located in the United States and Germany for aggregate gross proceeds of $37.6 million and incurred a combined loss on disposal of $0.3 million due to the associated selling costs. The Trust also disposed of one parcel of excess land at an income-producing property in Europe and recorded a gain on disposal of $1.7 million which represents the gross proceeds net of nominal selling costs.
During the year ended December 31, 2013, the Trust disposed of four income-producing properties located in North America and Europe, for aggregate gross proceeds of $17.4 million and incurred a $0.6 million loss on disposal due to the associated selling costs.
The fair value losses during the years ended December 31, 2014 and 2013, excluding properties sold in the relevant year, were $55.0 million and $28.5 million, respectively.
The Trust determines the fair value of each income-producing property based upon, among other things, rental income from current leases and assumptions about rental income from future leases reflecting market conditions and lease renewal at the applicable balance sheet dates, less future cash outflows in respect of such leases. Fair values are primarily determined by discounting the expected future cash flows, generally over a term of 10 years including a terminal value based on the application of a capitalization rate to estimated year 11 cash flows. The fair values of properties and land under development are measured using a discounted cash flow model, net of costs to complete, as of the balance sheet date unless fair value cannot be determined, in which case, they are valued at cost. The Trust measures its investment properties using valuations prepared by management. The Trust does not measure its investment properties based on valuations prepared by external appraisers but uses such appraisals as data points, together with other external market information accumulated by management, in arriving at its own conclusions on values.
The Trust's internal valuation team consists of individuals knowledgeable and experienced in the fair value techniques for investment properties. On a quarterly basis, the fair values of the investment properties are updated by the Trust's internal valuation team for current leasing and market assumptions, utilizing market capitalization rates as provided by independent real estate appraisal firms with representations and expertise in the various jurisdictions in which Granite's investment properties are located. The resulting changes in fair values are analyzed at each reporting date and the internal valuation team presents a report to senior management that explains the fair value movements. This report and the results of the updated valuations and processes are formally reviewed by and discussed with senior management quarterly. For all investment properties, the current use equates to the highest and best use.
Valuations are most sensitive to changes in discount rates and terminal capitalization rates. The table below summarizes the sensitivity of the fair value of investment properties to changes in either the discount rate or terminal capitalization rate:
| | Discount Rate | Terminal Capitalization Rate | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Rate sensitivity | Fair value | Change in fair value | Fair value | Change in fair value | |||||||||
| +50 basis points | $ | 2,234,473 | $ | (75,905 | ) | $ | 2,247,231 | $ | (63,147 | ) | |||
| +25 basis points | 2,271,915 | (38,463 | ) | 2,277,987 | (32,391 | ) | |||||||
| Base rate | 2,310,378 | — | 2,310,378 | — | |||||||||
| -25 basis points | 2,349,859 | 39,481 | 2,344,891 | 34,513 | |||||||||
| -50 basis points | 2,390,463 | 80,085 | 2,381,631 | 71,253 | |||||||||
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The key valuation metrics for investment properties are set out below:
| As at December 31, | 2014 | 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Maximum | Minimum | Weighted average | Maximum | Minimum | Weighted average | ||||||
| Canada | ||||||||||||
| Discount rate | 8.50% | 6.50% | 7.75% | 8.50% | 6.50% | 7.76% | ||||||
| Terminal cap rate | 8.50% | 5.75% | 7.25% | 8.50% | 5.75% | 7.26% | ||||||
United States | ||||||||||||
| Discount rate | 14.00% | 6.72% | 8.80% | 14.00% | 7.30% | 9.35% | ||||||
| Terminal cap rate | 13.00% | 5.64% | 8.64% | 13.00% | 7.25% | 9.24% | ||||||
Mexico | ||||||||||||
| Discount rate | — | — | — | 13.25% | 11.75% | 12.91% | ||||||
| Terminal cap rate | — | — | — | 13.75% | 11.25% | 12.95% | ||||||
Germany | ||||||||||||
| Discount rate | 9.50% | 6.20% | 8.26% | 9.25% | 6.20% | 8.15% | ||||||
| Terminal cap rate | 9.50% | 7.50% | 8.25% | 9.25% | 7.50% | 8.37% | ||||||
Austria | ||||||||||||
| Discount rate | 9.00% | 8.25% | 8.48% | 8.75% | 8.25% | 8.38% | ||||||
| Terminal cap rate | 9.50% | 8.75% | 8.97% | 9.25% | 8.75% | 8.87% | ||||||
Netherlands | ||||||||||||
| Discount rate | 9.21% | 6.84% | 8.39% | 9.21% | 6.84% | 8.39% | ||||||
| Terminal cap rate | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | 7.50% | ||||||
Other | ||||||||||||
| Discount rate | 10.60% | 8.50% | 9.72% | 11.00% | 9.25% | 9.97% | ||||||
| Terminal cap rate | 10.50% | 8.25% | 9.97% | 10.50% | 8.50% | 10.19% | ||||||
Included in investment properties is $11.4 million (December 31, 2013 — $11.2 million) of net straight-line rent receivable arising from the recognition of rental revenue on a straight-line basis over the lease term.
Details about contractual obligations to purchase, construct and develop properties can be found in the commitments and contingencies note (note 22).
Minimum rental commitments on non-cancellable tenant operating leases are as follows:
| Not later than 1 year | $ | 205,624 | |
| Later than 1 year and not later than 5 years | 629,150 | ||
| Later than 5 years | 316,536 | ||
| $ | 1,151,310 | ||
5. OTHER ASSETS
Other assets consist of:
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Deferred financing costs | $ | 524 | $ | 433 | ||
| Long-term receivables | 533 | 525 | ||||
| Interest rate caps (note 7) | 362 | 678 | ||||
| Deposits | 460 | 322 | ||||
| $ | 1,879 | $ | 1,958 | |||
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Unsecured debentures, net, consist of:
| | | 2014 | 2013 | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, | Maturity Date | Amortized Cost | Principal issued and outstanding | Amortized Cost | Principal issued and outstanding | |||||||||
| 4.613% Debentures | October 2, 2018 | $ | 198,515 | $ | 200,000 | $ | 198,129 | $ | 200,000 | |||||
| 3.788% Debentures | July 5, 2021 | 248,534 | 250,000 | — | — | |||||||||
| 6.05% Debentures | December 22, 2016 | — | — | 263,941 | 265,000 | |||||||||
| $ | 447,049 | $ | 450,000 | $ | 462,070 | $ | 465,000 | |||||||
On October 2, 2013, Granite REIT Holdings Limited Partnership ("Granite LP"), a wholly owned subsidiary of Granite, issued at par the 4.613% Series 1 senior debentures (the "2018 Debentures"). The 2018 Debentures rank equally with all of the Trust's existing and future unsubordinated and unsecured indebtedness and are guaranteed by Granite REIT and Granite GP. The proceeds from the 2018 Debentures together with the corresponding cross currency interest rate swap, were used to finance the European acquisitions made in 2013.
The 2018 Debentures are redeemable, in whole or in part, at Granite's option at any time and from time to time, at a price equal to accrued and unpaid interest plus the greater of (a) 100% of the principal amount of the 2018 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2018 Debenture, a price equal to which, if the 2018 Debenture were to be issued at such price on the redemption date, would provide a yield thereon from the redemption date to its maturity date equal to 67.5 basis points above the yield that a non-callable Government of Canada bond, trading at par, would carry if issued on the redemption date with a maturity date of October 2, 2018.
Interest on the 2018 Debentures is payable semi-annually in arrears on April 2 and October 2 of each year. The unamortized portion of the $2.0 million of expenses incurred in connection with the issuance of the 2018 Debentures is presented as a reduction of the carrying amount of the 2018 Debentures.
On July 3, 2014, Granite LP issued at par $250.0 million of 3.788% Series 2 senior debentures due July 5, 2021 (the "2021 Debentures"). The 2021 Debentures rank equally with all of the Trust's existing and future unsubordinated and unsecured indebtedness and are guaranteed by Granite REIT and Granite GP. The proceeds from the 2021 Debentures, together with other available funds, were used to redeem the 6.05% debentures (the "2016 Debentures").
The 2021 Debentures are redeemable, in whole or in part, at Granite's option at any time and from time to time, at a price equal to accrued and unpaid interest plus the greater of (a) 100% of the principal amount of the 2021 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2021 Debenture, a price equal to which, if the 2021 Debenture were to be issued at such price on the redemption date, would provide a yield thereon from the redemption date to its maturity date equal to 46.0 basis points above the yield that a non-callable Government of Canada bond, trading at par, would carry if issued on the redemption date with a maturity date of July 5, 2021. Granite also has the option to redeem the 2021 Debentures at par plus any accrued and unpaid interest within 30 days of the maturity date of July 5, 2021.
Interest on the 2021 Debentures is payable semi-annually in arrears on January 5 and July 5 of each year. The unamortized portion of the $1.6 million of expenses incurred in connection with the issuance of the 2021 Debentures is presented as a reduction of the carrying amount of the 2021 Debentures.
On December 22, 2004, Granite Co. issued the 2016 Debentures at a price of $995.70 per $1,000.00 of principal amount. The unamortized portion of the $3.1 million of expenses incurred in connection with the
Granite REIT 2014 65
issuance of the 2016 Debentures was presented as a reduction of the carrying amount of the 2016 Debentures.
On August 5, 2014, Granite LP redeemed all of the outstanding 2016 Debentures for an aggregate redemption price of $294.7 million, being the higher of the principal amount, and the Canada Yield Price calculated in accordance with the trust indenture governing the 2016 Debentures, together in each case with accrued and unpaid interest to August 5, 2014 of $2.0 million. For the year ended December 31, 2014, the Trust recorded costs on the early redemption of the 2016 Debentures of $28.6 million which included a redemption premium of $27.7 million and $0.9 million of accelerated amortization of issuance costs and discount accretion related to the 2016 Debentures.
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Financial liability | ||||||
| 2018 Cross Currency Interest Rate Swap — fair value | $ | 3,829 | $ | 11,003 | ||
Financial asset | ||||||
| 2021 Cross Currency Interest Rate Swap — fair value | $ | 481 | $ | — | ||
On October 7, 2013, the Trust entered into a cross currency interest rate swap (the "2018 Cross Currency Interest Rate Swap") to exchange the $200.0 million proceeds and 4.613% interest payments from the 2018 Debentures for euro 142.3 million and euro denominated interest payments at a 3.56% interest rate. Under the terms of the swap, on October 2, 2018, the Trust will repay the principal proceeds received of euro 142.3 million.
On July 3, 2014, the Trust entered into a cross currency interest rate swap (the "2021 Cross Currency Interest Rate Swap") to exchange the 3.788% interest payments from the 2021 Debentures for euro denominated payments at a 2.68% interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of euro 171.9 million for $250.0 million on July 5, 2021.
The cross currency interest rate swaps are designated as net investment hedges of the Trust's investment in foreign operations. The effectiveness of the hedges are assessed quarterly. For the year ended December 31, 2014, the Trust has assessed that the hedges continued to be effective. As an effective hedge, the unrealized gains or losses on the cross currency interest rate swaps that are related to fair value are recognized in other comprehensive income. The Trust has elected to record the differences resulting from the lower interest rate associated with the cross currency interest rate swaps in the statement of income.
7. SECURED LONG-TERM DEBT
Secured long-term debt consists of:
| As at December 31, | | | 2014 | 2013 | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Maturity Date | Interest Rate | U.S. $ Outstanding(1) | Cdn $ Outstanding(1) | U.S. $ Outstanding(1) | Cdn $ Outstanding(1) | ||||||||||
| Mortgage payable | June 10, 2017 | LIBOR + 2.50% | $ | 23,753 | $ | 27,556 | $ | 23,713 | $ | 25,221 | ||||||
| Mortgage payable | May 10, 2018 | LIBOR + 2.50% | 12,351 | 14,328 | 12,541 | 13,338 | ||||||||||
| 2016 Construction Loan | July 25, 2016 | LIBOR + 2.25% | 13,322 | 15,455 | 3,099 | 3,297 | ||||||||||
| 2017 Construction Loan | June 20, 2017 | LIBOR + 2.25% | 7,534 | 8,740 | — | — | ||||||||||
| $ | 56,960 | $ | 66,079 | $ | 39,353 | $ | 41,856 | |||||||||
| Less: due within one year | 717 | 832 | — | — | ||||||||||||
| $ | 56,243 | $ | 65,247 | $ | 39,353 | $ | 41,856 | |||||||||
66 Granite REIT 2014
The Trust has two mortgages payable totaling $42.0 million (U.S. $36.2 million) relating to two business acquisitions completed on February 13 and May 10, 2013 (note 3(b)(i)). As a condition of the mortgage agreements, the Trust was required to hedge its interest rate exposure. Accordingly, it purchased interest rate caps for 100% of the mortgage amounts and for the duration of the mortgages thereby limiting its exposure to interest rate fluctuations to a maximum of 4%. The mortgages payable balance is net of deferred financing costs of $0.2 million. Principal mortgage repayments are as follows:
| 2015 | $ | 894 | |
| 2016 | 1,002 | ||
| 2017 | 26,836 | ||
| 2018 | 13,319 | ||
| $ | 42,051 | ||
The mortgages are recourse only to specific properties. Properties securing the mortgages have a fair value of $73.4 million at December 31, 2014 and are pledged as collateral.
On July 25, 2013, Granite entered into a construction loan (the "2016 Construction Loan") for U.S. $17.0 million relating to a development project in the United States. Proceeds from the 2016 Construction Loan may only be used to pay for the construction cost of improvements on the property and other related costs, and loan advances are made based on the value of the work completed. The maximum amount available under the 2016 Construction Loan may be increased to U.S. $19.0 million, subject to certain terms and conditions being met. Granite also has the option to extend the maturity date for two successive periods to July 25, 2017 and 2018, subject to certain terms and conditions. The 2016 Construction Loan is secured by a first mortgage lien on the property which had a fair value of $26.9 million at December 31, 2014. The development was completed in 2014.
On June 20, 2014, Granite entered into a construction loan (the "2017 Construction Loan") for U.S. $26.2 million relating to land that was previously held for development in the United States (note 3(b)(ii)). Proceeds from the 2017 Construction Loan may only be used to pay for the construction cost of improvements on the property and other related costs, and loan advances are made based on the value of the work completed. Granite also has the option to extend the maturity date for two successive periods to June 20, 2018 and 2019, subject to certain terms and conditions. The 2017 Construction Loan is secured by a first mortgage lien on the property which had a fair value of $31.3 million at December 31, 2014.
8. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of:
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Contingent consideration | $ | 4,272 | $ | 3,777 | ||
| Tenant allowance payable | 6,537 | — | ||||
| $ | 10,809 | $ | 3,777 | |||
Contingent consideration was recognized in connection with acquisitions completed in 2013 and is expected to be settled during 2018. The fair value of the contingent consideration was estimated using an income approach and is dependent upon achieving certain predetermined returns over a five year period. This
Granite REIT 2014 67
estimate is dependent upon a number of assumptions which are subject to change over the period to the date of payment.
The tenant allowance payable of euro 6.0 million is due in January 2018 and relates to a lease extension at the Eurostar facility in Graz, Austria. The future payable of euro 6.0 million has been discounted and is being accreted to its face value through a charge to interest expense.
9. BANK INDEBTEDNESS
Effective December 11, 2014, Granite LP entered into an amended and restated agreement for an unsecured senior revolving credit facility in the amount of $250.0 million that is available by way of Canadian dollar, U.S. dollar or euro denominated loans or letters of credit (the "Credit Facility") and matures on February 1, 2018 with the option to extend the maturity date by one year to February 1, 2019, subject to the agreement of lenders in respect of a minimum of 662/3% of the aggregate amount committed under the Credit Facility. The Credit Facility provides Granite LP with the ability to increase the amount of the commitment by an additional aggregate principal amount of up to $50.0 million with the consent of the participating lenders. The Credit Facility is guaranteed by Granite REIT and Granite GP. Interest on drawn amounts is calculated based on an applicable margin determined by the Trust's external credit rating. Based on the current credit rating, Granite LP would be subject to interest at a rate per annum equal to the base rate (i.e. LIBOR, Canadian prime business rate or eurocurrency rate) depending on the currency Granite LP borrows in plus an applicable margin of up to 1.45%. At December 31, 2014, Granite LP had $62.6 million (U.S. $54.0 million) drawn under the Credit Facility and $1.2 million in letters of credit issued against the Credit Facility.
The Credit Facility replaced an unsecured senior revolving credit facility in the amount of $175.0 million that was available by way of Canadian dollar, U.S. dollar or euro denominated loans or letters of credit that would have matured on February 1, 2015. Interest on drawn amounts was calculated based on an applicable margin determined by the Trust's external credit rating. During 2014, the Trust was subject to interest at a rate per annum equal to the base rate (i.e. LIBOR, Canadian prime business rate or eurocurrency rate) depending on the currency the Trust borrowed in plus an applicable margin of up to 1.63%. At December 31, 2013, the Trust had $53.2 million (U.S. $50.0 million) drawn and $1.2 million in letters of credit issued against the revolving credit facility.
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of:
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Accounts payable | $ | 4,608 | $ | 5,828 | ||
| Accrued salaries and wages | 5,197 | 4,771 | ||||
| Accrued interest payable | 7,129 | 2,708 | ||||
| Accrued construction payable | 7,652 | 7,141 | ||||
| Accrued acquisition costs | — | 1,733 | ||||
| Accrued employee unit-based compensation | 3,096 | 1,751 | ||||
| Accrued trustee/director unit-based compensation | 4,632 | 3,291 | ||||
| Other accrued liabilities | 4,335 | 5,955 | ||||
| $ | 36,649 | $ | 33,178 | |||
68 Granite REIT 2014
11. INCOME TAXES
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Current income tax: | |||||||
| Current taxes | $ | 3,662 | $ | 4,034 | |||
| Withholding taxes and other | 592 | 4,490 | |||||
| 4,254 | 8,524 | ||||||
Deferred income tax: | |||||||
| Origination and reversal of temporary differences | 4,559 | 5,627 | |||||
| Impact of changes in tax rates | 68 | (87 | ) | ||||
| Reversal of withholding taxes on profits of subsidiaries | (592 | ) | (4,430 | ) | |||
| Reversal of deferred tax liability upon REIT conversion and related reorganizations | — | (41,950 | ) | ||||
| Other | 203 | (823 | ) | ||||
| 4,238 | (41,663 | ) | |||||
| Income tax expense (recovery) | $ | 8,492 | $ | (33,139 | ) | ||
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Income before income taxes | $ | 72,152 | $ | 110,305 | |||
| Expected income taxes at the Canadian statutory tax rate of 26.5% (2013 — 26.5%) | $ | 19,120 | $ | 29,231 | |||
| Income distributed and taxable to unitholders | (11,178 | ) | (23,735 | ) | |||
| Reversal of deferred tax liability upon REIT conversion and related reorganizations | — | (41,950 | ) | ||||
| Net foreign rate differentials | 651 | 2,379 | |||||
| Net change in provisions for uncertain tax positions | (1,265 | ) | (224 | ) | |||
| Net permanent differences | 813 | (160 | ) | ||||
| Net effect of change in tax rates | 68 | (87 | ) | ||||
| Withholding taxes and other items | 283 | 1,407 | |||||
| Income tax expense (recovery) | $ | 8,492 | $ | (33,139 | ) | ||
Granite REIT 2014 69
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Deferred tax assets: | ||||||
| Investment properties | $ | 1,494 | $ | 2,447 | ||
| Eligible capital expenditures | 3,263 | 3,509 | ||||
| Other | 2,449 | 2,217 | ||||
| Total deferred tax assets | 7,206 | 8,173 | ||||
Deferred tax liabilities: | ||||||
| Investment properties | 155,582 | 165,362 | ||||
| Withholding tax on undistributed subsidiary profits | 834 | 1,014 | ||||
| Other | (708 | ) | 246 | |||
| Total deferred tax liabilities | 155,708 | 166,622 | ||||
| Net deferred tax liabilities | $ | 148,502 | $ | 158,449 | ||
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Balance, beginning of year | $ | 158,449 | $ | 185,215 | |||
| Deferred tax recovery recognized in net income | (9,648 | ) | (41,825 | ) | |||
| Foreign currency translation of deferred tax balances | (299 | ) | 15,059 | ||||
| $ | 148,502 | $ | 158,449 | ||||
As at December 31, 2014, the Trust had $13.9 million (2013 — $14.2 million) of unrecognized income tax benefits, (including $0.2 million (2013 — $0.3 million) of related accrued interest and penalties), all of which could ultimately reduce the Trust's effective tax rate. The Trust is currently under audit in Canada for the 2008 and 2011 taxation years, the United States for the 2011 taxation year and Germany for the 2008 through 2011 taxation years. The Trust believes that it has adequately provided for reasonably foreseeable outcomes related to the tax examinations and that any resolution will not have a material adverse effect on the combined financial position or results of operations. However, the Trust cannot predict with any level of certainty the exact nature of any future possible outcome.
70 Granite REIT 2014
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
| As at December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Unrecognized tax benefits balance, beginning of year | $ | 14,165 | $ | 12,263 | |||
| Decreases for tax positions of prior years | (3,369 | ) | (510 | ) | |||
| Increases for tax positions of current year | 3,398 | 1,749 | |||||
| Foreign currency impact | (312 | ) | 663 | ||||
| Unrecognized tax benefits balance, end of year | $ | 13,882 | $ | 14,165 | |||
It is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2014, could decrease in the next 12 months by an estimated range of a nominal amount to $5.5 million (2013 — nominal amount to $5.5 million) relating primarily to tax years becoming statute barred for purposes of future tax examinations by local taxing authorities and the outcome of current tax examinations.
As at December 31, 2014, the following tax years remained subject to examination by the major tax jurisdictions:
| Major Jurisdictions | | |
|---|---|---|
| Canada | 2008 through 2014 | |
| United States | 2011 through 2014 | |
| Mexico | 2009 through 2014 | |
| Austria | 2009 through 2014 | |
| Germany | 2008 through 2014 | |
| Netherlands | 2013 through 2014 |
As at December 31, 2014, the Trust had approximately $475.0 million of Canadian capital loss carryforwards that do not expire, approximately U.S. $540.0 million of Foreign Investment in Real Property Tax Act losses that will expire in 2015 and 2017, and other losses and deductible temporary differences in various tax jurisdictions of approximately $18.9 million. The Trust believes it is not probable that these tax assets can be realized; and accordingly, no related deferred tax asset was recognized at December 31, 2014.
12. STAPLED UNITHOLDERS' EQUITY
In accordance with the Arrangement (note 1), effective January 3, 2013, all the common shares of Granite Co. were exchanged, on a one-for-one basis, for stapled units, each of which consists of one unit of Granite REIT and one common share of Granite GP. Granite REIT is authorized to issue an unlimited number of units. Granite GP's authorized share capital consists of an unlimited number of common shares without par value. Each stapled unit is entitled to distributions and/or dividends in the case of Granite GP as and when declared and, in the event of termination of Granite REIT and Granite GP, to the net assets of Granite REIT and Granite GP remaining after satisfaction of all liabilities.
Incentive Stock Option Plan
The Incentive Stock Option Plan (the "Option Plan") allows for the grant of stock options or appreciation rights to directors, officers, employees and consultants. Options expire on the 10th anniversary of the date of grant, subject to earlier cancellation from events specified in each recipient's option agreement. No options have been granted since August 2010.
Granite REIT 2014 71
A reconciliation of the changes in the options outstanding is presented below:
| | 2014 | 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Number (000s) | Weighted Average Exercise Price | Number (000s) | Weighted Average Exercise Price | ||||||
| Options outstanding, January 1 | 100 | $ | 33.92 | 205 | $ | 32.01 | ||||
| Exercised | (50 | ) | 35.62 | (105 | ) | 30.20 | ||||
| Options outstanding and exercisable, December 31 | 50 | (1) | $ | 32.21 | 100 | (2) | $ | 33.92 | ||
Director/Trustee Deferred Share Unit Plan
Effective November 3, 2003, Granite Co. established a Non-Employee Director Share-Based Compensation Plan (the "DSP"), which provides for a deferral of up to 100% of each outside director's total annual remuneration, at specified levels elected by each director, until such director ceases to be a director. In connection with the Arrangement, effective January 3, 2013, the DSP was amended to entitle the holder to receive a payment based on the fair market value of a preferred share of Granite Co. that is equal in value to a stapled unit of the Trust. In addition, effective January 3, 2013, a new deferred share unit plan (the "new DSP") was established by Granite GP whereby each non-employee director/trustee is entitled to receive a portion of their annual retainer (and to elect to receive up to 100% of their annual remuneration) as deferred share units, which entitles them to receive a payment based on the fair market value of a preferred share of Granite Co. that is equal in value to a stapled unit.
The amounts deferred under the DSP and new DSP plans are reflected by notional deferred share units ("DSUs") whose value at the time that the particular payment to the director is determined reflects the fair market value of the Granite Co. preferred shares. The value of a DSU thus appreciates or depreciates with changes in the market price of the stapled units. The DSP and new DSP also provide for the accrual of notional distribution equivalents on any distributions paid on the stapled units. Under the DSP and new DSP, when a director or trustee leaves the Board, the director or trustee receives a cash payment at an elected date equal to the value of the accrued DSUs at such date. There is no option under the DSP and new DSP for directors or trustees to receive stapled units in exchange for DSUs.
A reconciliation of the changes in the DSUs outstanding is presented below:
| | 2014 | 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Number (000s) | Weighted Average Grant Date Fair Value | Number (000s) | Weighted Average Grant Date Fair Value | ||||||
| DSUs outstanding, January 1 | 87 | $ | 32.92 | 61 | $ | 30.95 | ||||
| Granted | 23 | 40.06 | 26 | 37.62 | ||||||
| DSUs outstanding, December 31 | 110 | $ | 34.45 | 87 | $ | 32.92 | ||||
Executive Deferred Stapled Unit Plan
Effective August 7, 2011, Granite Co. established an Executive Share Unit Plan which was amended, effective January 3, 2013, as a result of the Arrangement to conform to the REIT structure (the "Stapled Unit Plan"). The Stapled Unit Plan is designed to provide equity-based compensation in the form of stapled units to executives and other employees (the "Participants"). The maximum number of stapled units which may be issued pursuant to the Stapled Unit Plan is 1.0 million. The Stapled Unit Plan entitles a
72 Granite REIT 2014
Participant to receive a stapled unit or a cash payment equal to the market value of the stapled unit, which on any date is the volume weighted average trading price of a stapled unit on the Toronto Stock Exchange or New York Stock Exchange over the preceding five trading days. The form of redemption of the stapled units is determined by the Compensation Committee and is not at the option of the Participant. Vesting conditions in respect of a grant are determined by the Compensation Committee at the time the grant is made and may result in the vesting of more or less than 100% of the number of stapled units. The Stapled Unit Plan also provides for the accrual of distribution equivalent amounts based on distributions paid on the stapled units. Stapled units are, unless otherwise agreed or otherwise required by the Stapled Unit Plan, settled within 60 days following vesting.
A reconciliation of the changes in stapled units outstanding is presented below:
| | 2014 | 2013 | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Number (000s) | Weighted Average Grant Date Fair Value | Number (000s) | Weighted Average Grant Date Fair Value | ||||||
| Stapled units outstanding, January 1 | 62 | $ | 37.42 | 38 | $ | 35.63 | ||||
| Granted | 57 | 39.07 | 31 | 39.03 | ||||||
| Settled | (22 | ) | 38.39 | (7 | ) | 35.41 | ||||
| Stapled units outstanding, December 31 | 97 | $ | 38.19 | 62 | $ | 37.42 | ||||
At December 31, 2014, unrecognized compensation cost related to the Stapled Unit Plan was $1.1 million, which will be amortized over the weighted average remaining requisite service period of less than one year.
During the year ended December 31, 2014, the Trust recognized unit-based compensation expense of $3.7 million (2013 — $2.1 million), which included a $1.3 million expense (2013 — $1.0 million) pertaining to the DSP plans and a $2.4 million expense (2013 — $1.1 million) pertaining to the Stapled Unit Plan.
Accumulated other comprehensive income consists of the following:
| As at December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Foreign currency translation gains on investments in subsidiaries, net of related hedging activities and non-controlling interests | $ | 91,747 | $ | 108,551 | |||
| Losses on derivatives designated as net investment hedges | (5,290 | ) | (11,490 | ) | |||
| $ | 86,457 | $ | 97,061 | ||||
13. DISTRIBUTIONS TO STAPLED UNITHOLDERS
Total distributions declared to stapled unitholders in the year ended December 31, 2014 were $103.6 million (2013 — $98.9 million) or $2.21 per stapled unit (2013 — $2.11 per stapled unit). Distributions payable at December 31, 2014 of $9.0 million, representing the December 2014 distribution, were paid on January 15, 2015. Subsequent to December 31, 2014, distributions of 19.2 cents per stapled unit were declared on January 16 and February 17, 2015. The distribution declared in January 2015 in the amount of $9.0 million was paid on February 17, 2015 and the distribution declared in February 2015 will be paid on March 16, 2015.
Granite REIT 2014 73
14. COSTS AND EXPENSES (INCOME)
| Years ended December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Non-recoverable from tenants: | ||||||
| Property taxes and utilities | $ | 1,140 | $ | 1,158 | ||
| Legal | 1,106 | 1,161 | ||||
| Environmental and appraisals | 563 | 772 | ||||
| Repairs and maintenance | 515 | 592 | ||||
| Other | 1,180 | 715 | ||||
| 4,504 | 4,398 | |||||
Recoverable from tenants: | ||||||
| Property taxes and utilities | 1,204 | 692 | ||||
| Repairs and maintenance | 384 | 182 | ||||
| Other | 784 | 273 | ||||
| 2,372 | 1,147 | |||||
| Property operating costs | $ | 6,876 | $ | 5,545 | ||
| Years ended December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Salaries and benefits | $ | 14,647 | $ | 12,948 | ||
| Audit, legal and consulting | 4,173 | 3,927 | ||||
| REIT conversion and reorganization related costs | — | 2,479 | ||||
| Trustee/director fees and related expenses | 988 | 962 | ||||
| Unit-based compensation for employees and trustees/directors | 3,698 | 2,105 | ||||
| Other | 4,555 | 4,644 | ||||
| $ | 28,061 | $ | 27,065 | |||
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Interest, accretion and costs on debentures | $ | 20,921 | $ | 18,250 | |||
| Interest on mortgages payable and construction loan | 1,546 | 877 | |||||
| Amortization of deferred financing costs | 447 | 589 | |||||
| Other interest and accretion charges | 1,572 | 1,307 | |||||
| 24,486 | 21,023 | ||||||
| Capitalized interest | (99 | ) | (119 | ) | |||
| Interest income | (420 | ) | (318 | ) | |||
| $ | 23,967 | $ | 20,586 | ||||
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Foreign exchange forward contracts, net | $ | (537 | ) | $ | — | ||
| Interest rate caps | 360 | (72 | ) | ||||
| $ | (177 | ) | $ | (72 | ) | ||
74 Granite REIT 2014
In the first quarter of 2013, the Trust entered into a settlement agreement pursuant to which the Trust received U.S. $5.0 million relating to a holdback receivable of a former subsidiary's sale of a property in 2006. The settlement proceeds comprised a cash payment of U.S. $1.5 million and a non-interest bearing promissory note of U.S. $3.5 million payable in U.S. $0.5 million monthly instalments which commenced March 31, 2013 and concluded with the final instalment received in October 2013.
15. DISCONTINUED OPERATIONS
During the second quarter of 2014, Granite disposed of its portfolio of Mexican properties. As the Mexican properties represented a significant geographical area of operations, the Trust has retroactively presented the Mexican portfolio as discontinued operations in the combined financial statements.
Granite's results of operations from discontinued operations are as follows:
| Years ended December 31, | Note | 2014 | 2013 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Rental revenue | $ | 7,079 | $ | 13,347 | |||||
Operating costs and expenses | 90 | 335 | |||||||
| Fair value losses on investment properties, net | 4 | 9,042 | |||||||
| Income before income taxes | 6,985 | 3,970 | |||||||
| Income tax expense | (1,702 | ) | (1,804 | ) | |||||
| Income from discontinued operations before net gain on sale of disposed properties | 5,283 | 2,166 | |||||||
| Loss on sale of investment properties(1) | 4 | (5,071 | ) | (344 | ) | ||||
| Reclassification of cumulative foreign currency translation amounts relating to foreign operation disposed of in the year | 5,722 | — | |||||||
| Income tax recovery | 823 | — | |||||||
| Net gain (loss) on sale of disposed properties | 1,474 | (344 | ) | ||||||
| Net income from discontinued operations | $ | 6,757 | $ | 1,822 | |||||
During the year ended December 31, 2014, Granite paid $5.1 million of current income tax installments associated with the sale of the portfolio of Mexican properties.
16. SEGMENTED DISCLOSURE INFORMATION
The Trust has one reportable segment — the ownership and rental of industrial real estate as determined by the information reviewed by the chief operating decision maker who is the chief executive officer. The following tables present certain information with respect to geographic segmentation:
Revenues
| Years ended December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Canada | $ | 64,253 | $ | 62,762 | ||
| United States | 43,981 | 39,865 | ||||
| Austria | 59,484 | 60,782 | ||||
| Germany | 25,930 | 20,535 | ||||
| Netherlands | 9,587 | 1,762 | ||||
| Other Europe | 4,175 | 4,194 | ||||
| $ | 207,410 | $ | 189,900 | |||
Granite REIT 2014 75
For the year ended December 31, 2014, revenues from Magna were approximately 83% (2013 — 92%) of the Trust's total revenues.
Investment properties
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Canada | $ | 678,500 | $ | 701,130 | ||
| United States | 581,335 | 451,431 | ||||
| Mexico | — | 111,678 | ||||
| Austria | 677,101 | 674,610 | ||||
| Germany | 242,540 | 276,228 | ||||
| Netherlands | 97,248 | 101,522 | ||||
| Other Europe | 33,654 | 35,298 | ||||
| $ | 2,310,378 | $ | 2,351,897 | |||
17. DETAILS OF CASH FROM OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Straight-line rent adjustment | $ | 4,567 | $ | 1,200 | |||
| Unit-based compensation expense | 3,698 | 2,105 | |||||
| Fair value losses on investment properties | 51,620 | 16,182 | |||||
| Depreciation and amortization | 621 | 454 | |||||
| Fair value gains on financial instruments | (177 | ) | (72 | ) | |||
| Gain on settlement of Meadows note | — | (5,143 | ) | ||||
| Loss (gain) on sale of investment properties | (1,416 | ) | 778 | ||||
| Amortization of issuance costs and discount accretion of debentures | 1,655 | 494 | |||||
| Amortization of deferred financing costs | 447 | 589 | |||||
| Foreign exchange on note receivable | — | (115 | ) | ||||
| Deferred income taxes | 4,238 | (41,663 | ) | ||||
| Other | (750 | ) | (436 | ) | |||
| $ | 64,503 | $ | (25,627 | ) | |||
| Years ended December 31, | 2014 | 2013 | |||||
|---|---|---|---|---|---|---|---|
| Accounts receivable | $ | 136 | $ | 1,231 | |||
| Prepaid expenses and other | 67 | (247 | ) | ||||
| Accounts payable and accrued liabilities | (6,401 | ) | 169 | ||||
| Deferred revenue | 42 | (1,120 | ) | ||||
| Restricted cash | — | 522 | |||||
| $ | (6,156 | ) | $ | 555 | |||
During the year ended December 31, 2014, 22 thousand stapled units (2013 — 7 thousand stapled units) with a value of $0.9 million (2013 — $0.3 million) were issued under the Stapled Unit Plan.
76 Granite REIT 2014
18. FAIR VALUE AND RISK MANAGEMENT
The following table provides the classification and measurement of financial assets and liabilities as at December 31, 2014:
| | Fair value through profit or loss | | | | | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Loans and receivables/ other financial liabilities | | | ||||||||||
| | Total | | |||||||||||
| | Total | ||||||||||||
| | (Fair value) | (Amortized cost) | | (Carrying Value) | |||||||||
| Measurement basis | (Fair value) | (Fair Value) | |||||||||||
| Financial assets | |||||||||||||
| Other assets | $362 | (1) | $ | 533 | (2) | $ | 533 | $ | 895 | $ | 895 | ||
| Cross currency interest rate swap | 481 | — | — | 481 | 481 | ||||||||
| Accounts receivable | — | 2,247 | 2,247 | 2,247 | 2,247 | ||||||||
| Prepaid expenses and other | 586 | (3) | — | — | 586 | 586 | |||||||
| Restricted cash | — | 4,782 | 4,782 | 4,782 | 4,782 | ||||||||
| Cash and cash equivalents | — | 116,233 | 116,233 | 116,233 | 116,233 | ||||||||
| $1,429 | $ | 123,795 | $ | 123,795 | $ | 125,224 | $ | 125,224 | |||||
Financial liabilities | |||||||||||||
| Unsecured debentures, net | $— | $ | 447,049 | $ | 468,700 | $ | 447,049 | $ | 468,700 | ||||
| Cross currency interest rate swap | 3,829 | — | — | 3,829 | 3,829 | ||||||||
| Secured long-term debt | — | 66,079 | 66,079 | 66,079 | 66,079 | ||||||||
| Other non-current liabilities | — | 10,809 | 10,809 | 10,809 | 10,809 | ||||||||
| Bank indebtedness | — | 62,645 | 62,645 | 62,645 | 62,645 | ||||||||
| Accounts payable and accrued liabilities | 49 | (4) | 36,600 | 36,600 | 36,649 | 36,649 | |||||||
| Distributions payable | — | 9,027 | 9,027 | 9,027 | 9,027 | ||||||||
| $3,878 | $ | 632,209 | $ | 653,860 | $ | 636,087 | $ | 657,738 | |||||
Granite REIT 2014 77
The following table provides the classification and measurement of financial assets and liabilities as at December 31, 2013:
| | Fair value through profit or loss | Loans and receivables/ other financial liabilities | | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Total | | ||||||||||||
| | Total | |||||||||||||
| | (Amortized cost) | | (Carrying Value) | |||||||||||
| Measurement basis | (Fair value) | (Fair value) | (Fair Value) | |||||||||||
Financial assets | ||||||||||||||
| Other assets | $ | 678 | (5) | $ | 525 | (6) | $ | 525 | $ | 1,203 | $ | 1,203 | ||
| Accounts receivable | — | 2,491 | 2,491 | 2,491 | 2,491 | |||||||||
| Restricted cash | — | 4,360 | 4,360 | 4,360 | 4,360 | |||||||||
| Cash and cash equivalents | — | 95,520 | 95,520 | 95,520 | 95,520 | |||||||||
| $ | 678 | $ | 102,896 | $ | 102,896 | $ | 103,574 | $ | 103,574 | |||||
Financial liabilities | ||||||||||||||
| Unsecured debentures, net | $ | — | $ | 462,070 | $ | 485,558 | $ | 462,070 | $ | 485,558 | ||||
| Cross currency interest rate swap | 11,003 | — | — | 11,003 | 11,003 | |||||||||
| Secured long-term debt | — | 41,856 | 41,856 | 41,856 | 41,856 | |||||||||
| Other non-current liabilities | — | 3,777 | 3,777 | 3,777 | 3,777 | |||||||||
| Bank indebtedness | — | 53,180 | 53,180 | 53,180 | 53,180 | |||||||||
| Accounts payable and accrued liabilities | — | 33,178 | 33,178 | 33,178 | 33,178 | |||||||||
| Distributions payable | — | 8,591 | 8,591 | 8,591 | 8,591 | |||||||||
| $ | 11,003 | $ | 602,652 | $ | 626,140 | $ | 613,655 | $ | 637,143 | |||||
The fair value of the Trust's accounts receivable, cash and cash equivalents, restricted cash, bank indebtedness, accounts payable and accrued liabilities and distributions payable approximate their carrying amounts due to the relatively short periods to maturity of these financial instruments. The fair value of other non-current liabilities approximates the carrying value as it is revalued at each reporting date. The fair value of the unsecured debentures is determined using quoted market prices. The fair value of the cross currency interest rate swaps is determined using market inputs quoted by their counterparties. The fair value of the secured long-term debt approximates its carrying amount as the mortgages and construction loans payable were drawn recently and bear interest at rates comparable to current market rates that would be used to calculate fair value.
The Trust periodically purchases foreign exchange forward contracts to hedge specific anticipated foreign currency transactions and mitigate its foreign exchange exposure on its net cash flows. At December 31, 2014, the Trust held six foreign exchange forward contracts (December 31, 2013 — no contracts outstanding). The foreign exchange contracts are comprised of five contracts to purchase $24.5 million and sell euro 17.0 million and one contract to purchase $2.3 million and sell U.S. $2.0 million. For the year ended December 31, 2014, the Trust recorded a net fair value gain of $0.5 million (2013 — no fair value gains or losses) on these outstanding foreign exchange forward contracts.
As disclosed in note 7, the Trust entered into two interest rate caps to hedge the interest rate risk associated with the mortgages payable. The interest rate caps have not been designated and the Trust is
78 Granite REIT 2014
not employing hedge accounting for these instruments. The fair value of the interest rate caps at December 31, 2014 was $0.4 million (2013 — $0.7 million). For the year ended December 31, 2014, the Trust recorded a net fair value loss of $0.4 million (2013 — net fair value gain of $0.1 million) on these interest rate caps.
Fair value measurements are based on inputs of observable and unobservable market data that a market participant would use in pricing an asset or liability. IFRS establishes a fair value hierarchy which is summarized below:
Level 1: | Fair value determined based on quoted prices in active markets for identical assets or liabilities. | |
Level 2: | Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active. | |
Level 3: | Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows or similar techniques. |
The following tables represent information related to the Trust's assets and liabilities measured or disclosed at fair value on a recurring and non-recurring basis and the level within the fair value hierarchy in which the fair value measurements fall.
| As at December 31, 2014 | Level 1 | Level 2 | Level 3 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE | |||||||||
Assets measured at fair value | |||||||||
| Investment properties | $ | — | $ | — | $ | 2,310,378 | |||
| Cross currency interest rate swap | — | 481 | — | ||||||
| Interest rate caps included in other assets | — | 362 | — | ||||||
| Foreign exchange forward contracts included in prepaid expenses and other | — | 586 | — | ||||||
Liabilities measured or disclosed at fair value | |||||||||
| Unsecured debentures, net | 468,700 | — | — | ||||||
| Cross currency interest rate swap | — | 3,829 | — | ||||||
| Other non-current liabilities | — | — | 10,809 | ||||||
| Secured long-term debt | — | 66,079 | — | ||||||
| Bank indebtedness | — | 62,645 | — | ||||||
| Foreign exchange forward contracts included in accounts payable and accrued liabilities | — | 49 | — | ||||||
| Net Assets (Liabilities) measured at fair value | $ | (468,700 | ) | $ | (131,173 | ) | $ | 2,299,569 | |
Granite REIT 2014 79
| As at December 31, 2013 | Level 1 | Level 2 | Level 3 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE | |||||||||
Assets measured at fair value | |||||||||
| Investment properties | $ | — | $ | — | $ | 2,351,897 | |||
| Interest rate caps included in other assets | — | 678 | — | ||||||
Liabilities measured or disclosed at fair value | |||||||||
| Unsecured debentures, net | 485,558 | — | — | ||||||
| Cross currency interest rate swap | — | 11,003 | — | ||||||
| Other non-current liabilities | — | — | 3,777 | ||||||
| Secured long-term debt | — | 41,856 | — | ||||||
| Bank indebtedness | — | 53,180 | — | ||||||
| Net Assets (Liabilities) measured at fair value | $ | (485,558 | ) | $ | (105,361 | ) | $ | 2,348,120 | |
For assets and liabilities that are measured at fair value on a recurring basis, the Trust determines whether transfers between the levels of the fair value hierarchy have occurred by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the years ended December 31, 2014 and 2013, there were no transfers between the levels.
Refer to note 4, Investment Properties, for a description of the valuation techniques and inputs used in the fair value measurement and for a reconciliation of the fair value measurements of investment properties in Level 3. Refer to note 8, Other Non-current Liabilities, for a description of the valuation techniques used in the fair value measurement of non-current liabilities in Level 3.
The main risks arising from the Trust's financial instruments are credit, interest rate, foreign exchange and liquidity risks. The Trust's approach to managing these risks is summarized below:
The Trust's financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable.
Cash and cash equivalents include short-term investments, such as commercial paper, which are invested in governments, financial institutions and corporations with a minimum credit rating of A- (based on Standard & Poor's ("S&P") rating scale) or A3 (based on Moody's Investor Services' rating scale). Concentration of credit risk is further reduced by limiting the amount that is invested in any one government, financial institution or corporation.
Magna accounts for approximately 83% of the Trust's rental revenue. Although its operating subsidiaries are not individually rated, Magna International Inc. has an investment grade credit rating from S&P and Dominion Bond Rating Service which mitigates the Trust's credit risk. Substantially all of the Trust's accounts receivable are collected within 30 days. The balance of accounts receivable past due is not significant.
80 Granite REIT 2014
As at December 31, 2014, the Trust's exposure to interest rate risk is limited. Approximately 78% of the Trust's debt consists of fixed rate debt in the form of the 2018 Debentures and the 2021 Debentures. These debentures, after taking into account the related cross currency interest rate swaps, have effective fixed interest rates of 3.56% and 2.68% respectively. The mortgage debts account for 7% of the Trust's debt and the interest rates are capped at 4.0% as a result of the interest rate caps that were entered into. As a result, only 15% of the Trust's debt is exposed to variable interest rate risk.
As at December 31, 2014, the Trust is exposed to foreign exchange risk primarily in respect of movements in the euro and the U.S. dollar. The Trust is structured such that its foreign operations are primarily conducted by entities with a functional currency which is the same as the economic environment in which the operations take place. As a result, the net income impact of currency risk associated with financial instruments is limited as its financial assets and liabilities are generally denominated in the functional currency of the subsidiary that holds the financial instrument. However, the Trust is exposed to foreign currency risk on its net investment in its foreign currency denominated operations and certain Trust level foreign currency denominated assets and liabilities. At December 31, 2014, the Trust's foreign currency denominated net assets are $972.0 million primarily in U.S. dollars and euros. A 1% change in the U.S. dollar and euro exchange rates relative to the Canadian dollar will result in a gain or loss of approximately $1.3 million and $8.1 million, respectively, to comprehensive income.
Granite generates rental income that is not all denominated in Canadian dollars. Since the financial results are reported in Canadian dollars, the Trust is subject to foreign currency fluctuations that could, from time to time, have an impact on the operating results. For the year ended December 31, 2014, a 1% change in the U.S. dollar and euro exchange rates relative to the Canadian dollar would have impacted rental income and tenant recoveries by approximately $0.4 million and $1.0 million, respectively.
For the year ended December 31, 2014, the Trust designated its U.S. dollar borrowings of $54.0 million under the Credit Facility as a hedge of its net investment in the U.S. operations. In addition, the Trust has designated its cross currency interest rate swaps relating to the $450.0 million of unsecured debentures as hedges of its net investment in the European operations (note 6(d)).
Liquidity risk is the risk the Trust will encounter difficulties in meeting its financial obligations. The Trust will be subject to the risks associated with debt financing, including the risk that its Credit Facility, mortgages payable and construction loans will not be able to be refinanced. The Trust's objectives in minimizing liquidity risk are to maintain prudent levels of leverage on its investment properties, stagger its debt maturity profile and maintain investment grade credit ratings. In addition, the Declaration of Trust establishes certain debt ratio limits.
Granite REIT 2014 81
The contractual maturities of the Trust's financial liabilities are summarized below:
| (in thousands) | | Payments due by year | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| As at December 31, 2014 | Total | 2015 | 2016 | 2017 | 2018 | 2019 | Thereafter | |||||||||||||||
| Unsecured debentures | $ | 450,000 | $ | — | $ | — | $ | — | $ | 200,000 | $ | — | $ | 250,000 | ||||||||
| Cross currency interest rate swap | 3,829 | — | — | — | 3,829 | — | — | |||||||||||||||
| Secured long-term debt(1) | 66,634 | 894 | 16,600 | 35,821 | 13,319 | — | — | |||||||||||||||
| Bank indebtedness(1) | 62,645 | — | — | — | 62,645 | — | — | |||||||||||||||
| Interest expense(2): | ||||||||||||||||||||||
| Unsecured debentures, net of cross currency interest rate swap savings | 74,711 | 13,786 | 13,757 | 13,757 | 13,757 | 6,552 | 13,102 | |||||||||||||||
| Secured long-term debt | 4,108 | 1,699 | 1,511 | 772 | 126 | — | — | |||||||||||||||
| Bank indebtedness | 3,130 | 1,015 | 1,015 | 1,015 | 85 | — | — | |||||||||||||||
| Contingent consideration | 4,817 | — | — | — | 4,817 | — | — | |||||||||||||||
| Tenant allowance payable | 8,423 | — | — | — | 8,423 | — | — | |||||||||||||||
| Accounts payable and accrued liabilities | 36,649 | 35,947 | 578 | 124 | — | — | — | |||||||||||||||
| Distributions payable | 9,027 | 9,027 | — | — | — | — | — | |||||||||||||||
| $ | 723,973 | $ | 62,368 | $ | 33,461 | $ | 51,489 | $ | 307,001 | $ | 6,552 | $ | 263,102 | |||||||||
19. CAPITAL MANAGEMENT
The Trust's capital structure comprises the total of the stapled unitholders' equity and consolidated debt. The total managed capital of the Trust is summarized below:
| As at December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Unsecured debentures, net | $ | 447,049 | $ | 462,070 | ||
| Cross currency interest rate swap — financial liability | 3,829 | 11,003 | ||||
| Cross currency interest rate swap — financial asset | (481 | ) | — | |||
| Secured long-term debt | 66,079 | 41,856 | ||||
| Bank indebtedness | 62,645 | 53,180 | ||||
| Total debt | 579,121 | 568,109 | ||||
| Stapled unitholders' equity | 1,629,985 | 1,671,227 | ||||
| Total managed capital | $ | 2,209,106 | $ | 2,239,336 | ||
The Trust manages, monitors and adjusts its capital balances in response to the availability of capital, economic conditions and investment opportunities with the following objectives in mind:
82 Granite REIT 2014
The Declaration of Trust contains certain provisions with respect to capital management which include:
Currently, the Trust's consolidated debt consists of the Credit Facility, the 2018 Debentures, the 2021 Debentures, property specific mortgage financing and the Construction Loans and each of these components have various financial covenants. These covenants are defined within the relevant document and, depending on the debt instrument, include a total indebtedness ratio, a secured indebtedness ratio, interest coverage ratio, unencumbered asset ratio, maximum payout ratio and minimum equity amounts. The Trust monitors these provisions and covenants and was in compliance with their respective requirements at December 31, 2014.
Distributions are made at the discretion of the Board of Trustees (the "Board"). However, Granite REIT intends to distribute each year all of its taxable income as calculated in accordance with the Income Tax Act. For the fiscal year 2014, the Trust provided to its unitholders a monthly distribution of $0.183 per stapled unit which was increased to $0.192 per stapled unit for December's distribution. The Board determined this distribution level having considered, among other factors, estimated 2014 and 2015 cash generated from operations and capital requirements, the alignment of its current and targeted payout ratios with the Trust's strategic objectives and compliance with the above noted provisions and financial covenants.
20. RELATED PARTY TRANSACTIONS
Key management personnel include the Trustees/Directors, the Chief Executive Officer and the Chief Financial Officer. Information with respect to the Trustees/Directors fees is included in note 14(b). The compensation paid or payable to the Trust's key management personnel for services was as follows:
| Years ended December 31, | 2014 | 2013 | ||||
|---|---|---|---|---|---|---|
| Salaries, incentives and short-term benefits | $ | 2,435 | $ | 2,404 | ||
| Unit-based compensation | 1,031 | 716 | ||||
| $ | 3,466 | $ | 3,120 | |||
Granite REIT 2014 83
21. COMBINED FINANCIAL INFORMATION
The combined financial statements include the financial position and results of operations and cash flows of each of Granite REIT and Granite GP. Below is a summary of the financial information for each entity along with the elimination entries and other adjustments that aggregate to the combined financial statements:
| Balance Sheet | As at December 31, 2014 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | ||||||
| ASSETS | ||||||||||
Non-current assets: | ||||||||||
| Investment properties | $ | 2,310,378 | $ | 2,310,378 | ||||||
| Investment in Granite LP | — | 3 | (3 | ) | — | |||||
| Other non-current assets | 11,312 | 11,312 | ||||||||
| 2,321,690 | 3 | (3 | ) | 2,321,690 | ||||||
Current assets: | ||||||||||
| Other current assets | 9,791 | 44 | 9,835 | |||||||
| Intercompany receivable(1) | — | 6,083 | (6,083 | ) | — | |||||
| Cash and cash equivalents | 116,160 | 73 | 116,233 | |||||||
| Total assets | $ | 2,447,641 | 6,203 | (6,086 | ) | $ | 2,447,758 | |||
LIABILITIES AND STAPLED UNITHOLDERS' EQUITY | ||||||||||
Non-current liabilities: | ||||||||||
| Unsecured debentures, net | $ | 447,049 | $ | 447,049 | ||||||
| Other non-current liabilities | 235,593 | 235,593 | ||||||||
| 682,642 | 682,642 | |||||||||
Current liabilities: | ||||||||||
| Bank indebtedness | 62,645 | 62,645 | ||||||||
| Intercompany payable | 6,083 | (6,083 | ) | — | ||||||
| Other current liabilities | 60,028 | 6,200 | 66,228 | |||||||
| Total liabilities | 811,398 | 6,200 | (6,083 | ) | 811,515 | |||||
Equity: | ||||||||||
| Stapled unitholders' equity | 1,629,982 | 3 | 1,629,985 | |||||||
| Non-controlling interests | 6,261 | (3 | ) | 6,258 | ||||||
| Total liabilities and stapled unitholders' equity | $ | 2,447,641 | 6,203 | (6,086 | ) | $ | 2,447,758 | |||
84 Granite REIT 2014
| Balance Sheet | As at December 31, 2013 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | ||||||
| ASSETS | ||||||||||
Non-current assets: | ||||||||||
| Investment properties | $ | 2,351,897 | $ | 2,351,897 | ||||||
| Investment in Granite LP | — | 2 | (2 | ) | — | |||||
| Other non-current assets | 12,069 | 12,069 | ||||||||
| 2,363,966 | 2 | (2 | ) | 2,363,966 | ||||||
Current assets: | ||||||||||
| Other current assets | 9,147 | 9,147 | ||||||||
| Intercompany receivable(1) | — | 850 | (850 | ) | — | |||||
| Cash and cash equivalents | 95,520 | 95,520 | ||||||||
| Total assets | $ | 2,468,633 | 852 | (852 | ) | $ | 2,468,633 | |||
LIABILITIES AND STAPLED UNITHOLDERS' EQUITY | ||||||||||
Non-current liabilities: | ||||||||||
| Unsecured debentures, net | $ | 462,070 | $ | 462,070 | ||||||
| Other non-current liabilities | 223,258 | 223,258 | ||||||||
| 685,328 | 685,328 | |||||||||
Current liabilities: | ||||||||||
| Bank indebtedness | 53,180 | 53,180 | ||||||||
| Intercompany payable | 850 | (850 | ) | — | ||||||
| Other current liabilities | 52,765 | 850 | 53,615 | |||||||
| Total liabilities | 792,123 | 850 | (850 | ) | 792,123 | |||||
Equity: | ||||||||||
| Stapled unitholders' equity | 1,671,225 | 2 | 1,671,227 | |||||||
| Non-controlling interests | 5,285 | (2 | ) | 5,283 | ||||||
| Total liabilities and stapled unitholders' equity | $ | 2,468,633 | 852 | (852 | ) | $ | 2,468,633 | |||
Granite REIT 2014 85
| Income Statement | Year Ended December 31, 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | |||||||
| Revenues | $ | 207,410 | $ | 207,410 | |||||||
| General and administrative expenses | 28,061 | 28,061 | |||||||||
| Interest expense and other financing costs, net | 23,967 | 23,967 | |||||||||
| Early redemption costs of unsecured debentures | 28,580 | 28,580 | |||||||||
| Other costs and expenses | 4,434 | 4,434 | |||||||||
| Share of (income) loss of Granite LP | — | (1 | ) | 1 | — | ||||||
| Fair value losses on investment properties, net | 51,620 | 51,620 | |||||||||
| Fair value gains on financial instruments | (177 | ) | (177 | ) | |||||||
| Acquisition transaction costs | 189 | 189 | |||||||||
| Gain on sale of investment properties | (1,416 | ) | (1,416 | ) | |||||||
| Income before income taxes | 72,152 | 1 | (1 | ) | 72,152 | ||||||
| Income tax expense | 8,492 | 8,492 | |||||||||
| Net income from continuing operations | 63,660 | 1 | (1 | ) | 63,660 | ||||||
| Net income from discontinued operations | 6,757 | 6,757 | |||||||||
| Net income | 70,417 | 1 | (1 | ) | 70,417 | ||||||
| Less net income attributable to non-controlling interests | 205 | (1 | ) | 204 | |||||||
| Net income attributable to stapled unitholders | $ | 70,212 | 1 | — | $ | 70,213 | |||||
86 Granite REIT 2014
| Income Statement | Year Ended December 31, 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | |||||||
| Revenues | $ | 189,900 | $ | 189,900 | |||||||
| General and administrative expenses | 27,065 | 27,065 | |||||||||
| Interest expense and other financing costs, net | 20,586 | 20,586 | |||||||||
| Other costs and expenses | 5,953 | 5,953 | |||||||||
| Share of (income) loss of Granite LP | — | (2 | ) | 2 | — | ||||||
| Fair value losses on investment properties, net | 16,182 | 16,182 | |||||||||
| Fair value gains on financial instruments | (72 | ) | (72 | ) | |||||||
| Loss on sale of investment properties | 778 | 778 | |||||||||
| Acquisition transaction costs | 14,246 | 14,246 | |||||||||
| Gain on Meadows holdback | (5,143 | ) | (5,143 | ) | |||||||
| Income before income taxes | 110,305 | 2 | (2 | ) | 110,305 | ||||||
| Income tax recovery | (33,139 | ) | (33,139 | ) | |||||||
| Net income from continuing operations | 143,444 | 2 | (2 | ) | 143,444 | ||||||
| Net income from discontinued operations | 1,822 | 1,822 | |||||||||
| Net income | 145,266 | 2 | (2 | ) | 145,266 | ||||||
| Less net income attributable to non-controlling interests | 237 | (2 | ) | 235 | |||||||
| Net income attributable to stapled unitholders | $ | 145,029 | 2 | — | $ | 145,031 | |||||
Granite REIT 2014 87
| Statement of Cash Flows | Year Ended December 31, 2014 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | |||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income from continuing operations | $ | 63,660 | 1 | (1 | ) | $ | 63,660 | ||||
| Items not involving current cash flows | 64,503 | (1 | ) | 1 | 64,503 | ||||||
| Changes in working capital balances from continuing operations | (6,229 | ) | 73 | — | (6,156 | ) | |||||
| Other operating activities | (34,616 | ) | (34,616 | ) | |||||||
| Cash provided by operating activities from continuing operations | 87,318 | 73 | — | 87,391 | |||||||
| Cash provided by operating activities from discontinued operations | 5,472 | 5,472 | |||||||||
| Cash provided by operating activities | 92,790 | 73 | — | 92,863 | |||||||
INVESTING ACTIVITIES | |||||||||||
| Investment property capital additions | (47,532 | ) | (47,532 | ) | |||||||
| Business acquisitions | (75,149 | ) | (75,149 | ) | |||||||
| Other investing activities | 38,438 | 38,438 | |||||||||
| Cash provided by investing activities from discontinued operations | 104,370 | 104,370 | |||||||||
| Cash provided by investing activities | 20,127 | — | — | 20,127 | |||||||
FINANCING ACTIVITIES | |||||||||||
| Distributions paid | (103,205 | ) | (103,205 | ) | |||||||
| Other financing activities | 12,492 | 12,492 | |||||||||
| Cash used in financing activities | (90,713 | ) | — | — | (90,713 | ) | |||||
| Effect of exchange rate changes | (1,564 | ) | (1,564 | ) | |||||||
| Net increase in cash and cash equivalents during the year | $ | 20,640 | 73 | — | $ | 20,713 | |||||
88 Granite REIT 2014
| Statement of Cash Flows | Year Ended December 31, 2013 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| | Granite REIT | Granite GP | Eliminations/ Adjustments | Granite REIT and Granite GP Combined | |||||||
| OPERATING ACTIVITIES | |||||||||||
| Net income from continuing operations | $ | 143,444 | 2 | (2 | ) | $ | 143,444 | ||||
| Items not involving current cash flows | (25,627 | ) | (2 | ) | 2 | (25,627 | ) | ||||
| Changes in working capital balances from continuing operations | 555 | 555 | |||||||||
| Other operating activities | (1,015 | ) | (1,015 | ) | |||||||
| Cash provided by operating activities from continuing operations | 117,357 | — | — | 117,357 | |||||||
| Cash provided by operating activities from discontinued operations | 10,537 | 10,537 | |||||||||
| Cash provided by operating activities | 127,894 | — | — | 127,894 | |||||||
INVESTING ACTIVITIES | |||||||||||
| Business acquisitions (net of cash acquired of $375) | (233,363 | ) | (233,363 | ) | |||||||
| Investment property capital additions | (43,057 | ) | (43,057 | ) | |||||||
| Other investing activities | 22,831 | 22,831 | |||||||||
| Cash used in investing activities | (253,589 | ) | — | — | (253,589 | ) | |||||
FINANCING ACTIVITIES | |||||||||||
| Distributions paid | (90,331 | ) | (90,331 | ) | |||||||
| Other financing activities | 252,460 | 252,460 | |||||||||
| Cash provided by financing activities | 162,129 | — | — | 162,129 | |||||||
| Effect of exchange rate changes | 8,013 | 8,013 | |||||||||
| Net increase in cash and cash equivalents during the year | $ | 44,447 | — | — | $ | 44,447 | |||||
Granite REIT 2014 89
22. COMMITMENTS AND CONTINGENCIES
| Not later than 1 year | $ | 428 | |
| Later than 1 year and not later than 5 years | 858 | ||
| Later than 5 years | 270 | ||
| $ | 1,556 | ||
In addition, the Trust is committed to making annual payments under two ground leases for the land upon which two income-producing properties are situated of $0.5 million and $0.1 million to the years 2049 and 2096, respectively. The fair value of the investment properties situated on the land under ground leases is $42.1 million.
23. SUBSEQUENT EVENTS
90 Granite REIT 2014
