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EXHIBIT 2
Audited Combined Financial Statements of
Granite Real Estate Investment Trust and
Granite REIT Inc.
For the year ended December 31, 2016
Granite REIT 2016 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 2016 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 2016 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 controls of high quality. 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, 2016 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"), has 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 National 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 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 examination and their opinion 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.
| |
Michael Forsayeth Chief Executive Officer | Ilias Konstantopoulos Chief Financial Officer |
Toronto, Canada,
March 1, 2017
44 Granite REIT 2016
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, 2016 and December 31, 2015, 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 December 31, 2016, 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 as at December 31, 2016 and December 31, 2015, and their financial performance and their cash flows for the years then ended December 31, 2016 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, 2016, 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 1, 2017 expressed an unqualified opinion on the Trust's internal control over financial reporting.
Chartered Professional Accountants
Licensed Public Accountants
March 1, 2017
Toronto, Canada
Granite REIT 2016 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, 2016, 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, 2016, 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, 2016 of the Trust and our report dated March 1, 2017 expressed an unqualified / unmodified opinion on those financial statements
Chartered Professional Accountants
Licensed Public Accountants
March 1, 2017
Toronto, Canada
46 Granite REIT 2016
Combined Balance Sheets
(Canadian dollars in thousands)
As at December 31,
| | Note
| | 2016
| | 2015
|
---|
ASSETS | | | | | | | | |
Non-current assets: | | | | | | | | |
Investment properties | | 3 | | $ | 2,653,095 | | $ | 2,592,386 |
Deferred tax assets | | 10 | | | 6,399 | | | 7,776 |
Fixed assets, net | | | | | 775 | | | 1,197 |
Other assets | | 4 | | | 714 | | | 1,629 |
| | | |
| |
|
| | | | | 2,660,983 | | | 2,602,988 |
Current assets: | | | | | | | | |
Accounts receivable | | | | | 1,066 | | | 3,849 |
Income taxes receivable | | 10 | | | 381 | | | 3,172 |
Prepaid expenses and other | | 16 | (a) | | 2,434 | | | 1,337 |
Restricted cash | | | | | 563 | | | 1,336 |
Cash and cash equivalents | | 15 | (e) | | 246,215 | | | 119,155 |
| | | |
| |
|
Total assets | | | | $ | 2,911,642 | | $ | 2,731,837 |
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LIABILITIES AND EQUITY | | | | | | | | |
Non-current liabilities: | | | | | | | | |
Unsecured debentures, net | | 5 | | $ | 646,768 | | $ | 447,657 |
Cross currency interest rate swaps | | 5 | | | 10,641 | | | 25,252 |
Secured long-term debt | | 6 | | | — | | | 76,117 |
Deferred tax liabilities | | 10 | | | 238,251 | | | 207,966 |
Other non-current liabilities | | 7 | | | 7,777 | | | 12,884 |
| | | |
| |
|
| | | | | 903,437 | | | 769,876 |
Current liabilities: | | | | | | | | |
Deferred revenue | | | | | 5,489 | | | 7,061 |
Bank indebtedness | | 8 | | | — | | | 19,376 |
Current portion of secured long-term debt | | 6 | | | — | | | 20,874 |
Accounts payable and accrued liabilities | | 9 | | | 31,465 | | | 39,015 |
Distributions payable | | 12 | | | 10,226 | | | 9,027 |
Income taxes payable | | 10 | | | 11,289 | | | 7,821 |
| | | |
| |
|
Total liabilities | | | | | 961,906 | | | 873,050 |
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Equity: | | | | | | | | |
Stapled unitholders' equity | | 11 | | | 1,948,207 | | | 1,849,031 |
Non-controlling interests | | 11 | | | 1,529 | | | 9,756 |
| | | |
| |
|
Total equity | | | | | 1,949,736 | | | 1,858,787 |
| | | |
| |
|
Total liabilities and equity | | | | $ | 2,911,642 | | $ | 2,731,837 |
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|
Commitments and contingencies (note 20) | | | | | | | | |
See accompanying notes | | | | | | | | |
| | On behalf of the Boards: | | |
| | | | |
| | | | |
| | /S/ G. WESLEY VOORHEIS Director/Trustee | | /S/ GERALD J. MILLER Director/Trustee |
Granite REIT 2016 47
Combined Statements of Income
(Canadian dollars in thousands)
Years ended December 31,
| | Note
| | 2016
| | 2015
| |
---|
Rental revenue and tenant recoveries | | | | $ | 223,401 | | $ | 216,299 | |
Property operating costs | | 13 | (a) | | 7,638 | | | 7,062 | |
General and administrative expenses | | 13 | (b) | | 27,960 | | | 28,317 | |
Depreciation and amortization | | | | | 707 | | | 720 | |
Interest expense and other financing costs, net | | 13 | (c) | | 19,587 | | | 18,746 | |
Early redemption costs of unsecured debentures | | 5 | (c) | | 11,920 | | | — | |
Foreign exchange gains, net | | | | | (374 | ) | | (333 | ) |
Fair value gains on investment properties, net | | 3 | | | (175,924 | ) | | (73,082 | ) |
Fair value losses on financial instruments | | 13 | (d) | | 1,150 | | | 1,760 | |
Loss on sale of investment properties | | 3 | | | 2,420 | | | 1,413 | |
| | | |
| |
| |
Income before income taxes | | | | | 328,317 | | | 231,696 | |
Income tax expense | | 10 | | | 47,625 | | | 36,156 | |
| | | |
| |
| |
Net income | | | | $ | 280,692 | | $ | 195,540 | |
| | | |
| |
| |
Net income attributable to: | | | | | | | | | |
Stapled unitholders | | | | $ | 279,325 | | $ | 193,334 | |
Non-controlling interests | | | | | 1,367 | | | 2,206 | |
| | | |
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| |
| | | | $ | 280,692 | | $ | 195,540 | |
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| |
See accompanying notes
48 Granite REIT 2016
Combined Statements of Comprehensive Income
(Canadian dollars in thousands)
Years ended December 31,
| | Note
| | 2016
| | 2015
| |
---|
Net income | | | | $ | 280,692 | | $ | 195,540 | |
Other comprehensive income (loss): | | | | | | | | | |
| Foreign currency translation adjustment(1) | | | | | (81,689 | ) | | 165,633 | |
| Fair value gain (loss) on cross currency interest rate swaps(1) | | 5 | (d) | | 13,162 | | | (21,822 | ) |
| Net foreign exchange gain (loss) on net investment hedge, includes income taxes of nil(1) | | | | | 1,451 | | | (8,387 | ) |
| | | |
| |
| |
Total other comprehensive income (loss) | | | | | (67,076 | ) | | 135,424 | |
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| |
Comprehensive income | | | | $ | 213,616 | | $ | 330,964 | |
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| |
| |
(1) Items that may be reclassified subsequently to net income if items are terminated or no longer assessed as effective hedges (note 2(g)). | |
Comprehensive income attributable to: | | | | | | | | | |
Stapled unitholders | | | | $ | 212,559 | | $ | 327,377 | |
Non-controlling interests | | | | | 1,057 | | | 3,587 | |
| | | |
| |
| |
Comprehensive income | | | | $ | 213,616 | | $ | 330,964 | |
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| |
| |
See accompanying notes
Granite REIT 2016 49
Combined Statements of Unitholders' Equity
(Canadian dollars in thousands)
Year ended December 31, 2016
| | Number of Units
| | Stapled Units
| | Contributed surplus
| | Deficit
| | Accumulated other comprehensive income (loss)
| | Stapled Unitholders' Equity
| | Non- controlling interests
| | Equity
| |
---|
As at January 1, 2016 | | 47,017 | | $ | 2,124,198 | | $ | 61,425 | | $ | (557,092 | ) | $ | 220,500 | | $ | 1,849,031 | | $ | 9,756 | | $ | 1,858,787 | |
Net income | | — | | | — | | | — | | | 279,325 | | | — | | | 279,325 | | | 1,367 | | | 280,692 | |
Other comprehensive loss | | — | | | — | | | — | | | — | | | (66,766 | ) | | (66,766 | ) | | (310 | ) | | (67,076 | ) |
Distributions | | — | | | — | | | — | | | (114,293 | ) | | — | | | (114,293 | ) | | (461 | ) | | (114,754 | ) |
Acquisition of non-controlling interests (note 11) | | — | | | — | | | — | | | (3,270 | ) | | — | | | (3,270 | ) | | (8,823 | ) | | (12,093 | ) |
Units issued on exercise of stapled unit options | | 50 | | | 2,084 | | | — | | | — | | | — | | | 2,084 | | | — | | | 2,084 | |
Units issued on settlement of deferred stapled units | | 56 | | | 2,097 | | | — | | | — | | | — | | | 2,097 | | | — | | | 2,097 | |
Units redeemed | | — | (1) | | (1 | ) | | — | | | — | | | — | | | (1 | ) | | — | | | (1 | ) |
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As at December 31, 2016 | | 47,123 | | $ | 2,128,378 | | $ | 61,425 | | $ | (395,330 | ) | $ | 153,734 | | $ | 1,948,207 | | $ | 1,529 | | $ | 1,949,736 | |
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| |
- (1)
- 20 stapled units were redeemed
Year ended December 31, 2015
| | Number of Units
| | Stapled Units
| | Contributed surplus
| | Deficit
| | Accumulated other comprehensive income
| | Stapled Unitholders' Equity
| | Non- controlling interests
| | Equity
| |
---|
As at January 1, 2015 | | 47,017 | | $ | 2,124,202 | | $ | 61,425 | | $ | (642,099 | ) | $ | 86,457 | | $ | 1,629,985 | | $ | 6,258 | | $ | 1,636,243 | |
Net income | | — | | | — | | | — | | | 193,334 | | | — | | | 193,334 | | | 2,206 | | | 195,540 | |
Other comprehensive income | | — | | | — | | | — | | | — | | | 134,043 | | | 134,043 | | | 1,381 | | | 135,424 | |
Distributions | | — | | | — | | | — | | | (108,327 | ) | | — | | | (108,327 | ) | | (215 | ) | | (108,542 | ) |
Contributions from non-controlling interests | | — | | | — | | | — | | | — | | | — | | | — | | | 126 | | | 126 | |
Units issued on settlement of deferred stapled units | | — | (1) | | 1 | | | — | | | — | | | — | | | 1 | | | — | | | 1 | |
Units redeemed | | — | (2) | | (5 | ) | | — | | | — | | | — | | | (5 | ) | | — | | | (5 | ) |
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As at December 31, 2015 | | 47,017 | | $ | 2,124,198 | | $ | 61,425 | | $ | (557,092 | ) | $ | 220,500 | | $ | 1,849,031 | | $ | 9,756 | | $ | 1,858,787 | |
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| |
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| |
- (1)
- 37 stapled units were issued
- (2)
- 126 stapled units were redeemed
See accompanying notes
50 Granite REIT 2016
Combined Statements of Cash Flows
(Canadian dollars in thousands)
Years ended December 31,
| | Note
| | 2016
| | 2015
| |
---|
OPERATING ACTIVITIES | | | | | | | | | |
Net income | | | | $ | 280,692 | | $ | 195,540 | |
Items not involving current cash flows | | 15 | (a) | | (121,864 | ) | | (32,170 | ) |
Leasing commissions paid | | | | | (2,485 | ) | | (1,636 | ) |
Tenant allowances paid | | | | | (1,174 | ) | | (629 | ) |
Current income tax expense | | 10 | (a) | | 6,881 | | | 3,861 | |
Income taxes paid | | | | | (225 | ) | | (5,921 | ) |
Interest expense | | | | | 17,792 | | | 17,326 | |
Interest paid | | | | | (19,585 | ) | | (17,192 | ) |
Changes in working capital balances | | 15 | (b) | | (41 | ) | | 665 | |
| | | |
| |
| |
Cash provided by operating activities | | | | | 159,991 | | | 159,844 | |
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| |
INVESTING ACTIVITIES | | | | | | | | | |
Investment properties: | | | | | | | | | |
| Proceeds on disposal, net | | 3 | | | 39,594 | | | 15,371 | |
| Capital expenditures | | | | | | | | | |
| | — Maintenance or improvements | | | | | (2,063 | ) | | (2,332 | ) |
| | — Developments or expansions | | | | | (17,221 | ) | | (24,238 | ) |
| Restricted cash used for property improvements | | | | | — | | | 4,341 | |
| Acquisition of development land | | 3 | | | — | | | (5,990 | ) |
Fixed asset additions | | | | | (225 | ) | | (164 | ) |
Payment of contingent consideration | | 7 | | | (8,802 | ) | | — | |
Decrease (increase) in other assets | | | | | 496 | | | (50 | ) |
Cash used in investing activities from discontinued operations | | 15 | (d) | | — | | | (7,725 | ) |
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| |
Cash provided by (used in) investing activities | | | | | 11,779 | | | (20,787 | ) |
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| |
FINANCING ACTIVITIES | | | | | | | | | |
Distributions paid | | | | | (113,095 | ) | | (108,327 | ) |
Proceeds from unsecured debentures | | 5 | (b) | | 400,008 | | | — | |
Repayment of unsecured debentures | | 5 | (c) | | (200,000 | ) | | — | |
Proceeds from secured long-term debt | | | | | 11,820 | | | 17,213 | |
Repayments of secured long-term debt | | 6 | | | (106,662 | ) | | (1,063 | ) |
Proceeds from bank indebtedness | | | | | 96,595 | | | — | |
Repayments of bank indebtedness | | | | | (114,521 | ) | | (51,656 | ) |
Financing costs paid | | | | | (1,505 | ) | | (33 | ) |
Termination of cross currency interest rate swap | | 5 | (d) | | (1,657 | ) | | — | |
Contributions from non-controlling interests | | | | | — | | | 126 | |
Acquisition of non-controlling interests | | 11 | | | (12,093 | ) | | — | |
Distributions to non-controlling interests | | | | | (461 | ) | | (215 | ) |
Redemption of stapled units | | | | | (1 | ) | | (3 | ) |
Proceeds from units issued | | | | | 1,611 | | | — | |
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| |
Cash used in financing activities | | | | | (39,961 | ) | | (143,958 | ) |
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Effect of exchange rate changes on cash and cash equivalents | | | | | (4,749 | ) | | 7,823 | |
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| |
Net increase in cash and cash equivalents during the year | | | | | 127,060 | | | 2,922 | |
Cash and cash equivalents, beginning of year | | | | | 119,155 | | | 116,233 | |
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Cash and cash equivalents, end of year | | 15 | (e) | $ | 246,215 | | $ | 119,155 | |
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| |
See accompanying notes
Granite REIT 2016 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 1, 2017.
2. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies described below have been applied consistently to all periods presented in these combined financial statements.
- (a)
- Basis of Presentation and Statement of Compliance
The combined financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB").
- (b)
- Combined Financial Statements and Basis of Consolidation
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 2016
All intercompany balances, income and expenses and unrealized gains and losses resulting from intercompany transactions are eliminated.
- (c)
- Trust Units
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 and are therefore presented as equity for purposes of that standard.
- (d)
- Investment Properties
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. 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.
- (e)
- Business Combinations
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
Granite REIT 2016 53
purpose of providing a return to the unitholders. The Trust applies the acquisition method to account for 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.
- (f)
- Foreign Currency Translation
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:
- •
- The effective portion of exchange differences on transactions entered into in order to hedge certain foreign currency risks;
- •
- Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation) are recognized in other comprehensive income; and
- •
- Exchange differences on foreign currency borrowings related to capitalized interest for assets under construction.
- (g)
- Financial Instruments and Hedging
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
54 Granite REIT 2016
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 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, distributions payable and certain other liabilities, 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 sheet 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, including the cross currency interest rate swaps, foreign exchange forward contracts and interest rate caps, 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.
- (h)
- Cash and Cash Equivalents and Restricted Cash
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. In accordance with IAS 7,Statement of Cash Flows, also recognized in cash equivalents may be short-term investments with original maturities longer than three months but less than six months since they can be readily converted into known amounts of cash and are subject to an insignificant risk of changes in value.
Restricted cash represents segregated cash accounts for a specific purpose and cannot be used for general corporate purposes.
- (i)
- Fixed Assets
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.
Granite REIT 2016 55
- (j)
- Revenue Recognition
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. 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 changes 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 changes 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. In addition, cash allowances provided to tenants are recognized in income evenly on a straight-line basis over the term of the lease.
- (k)
- Unit-Based Compensation Plans
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 executive 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 executive 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.
56 Granite REIT 2016
- (l)
- Income Taxes
Operations in Canada
Granite qualifies 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.
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. Current income tax related to certain taxable Canadian entities is 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 taxable entities in Europe, as well as other entities in Canada or the United States subject to tax, 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 which 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 the 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 within the same reporting group that settle on a net basis, and when there is a legal right to offset.
- (m)
- Significant Accounting Judgments, Estimates and Assumptions
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 2016 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 specialized 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. Management uses valuation assumptions such as discount rates, terminal capitalization rates and market rental rates applied in external appraisals or sourced from valuation experts; however, the Trust also uses its historical renewal experience with tenants, its direct knowledge of the specialized nature of Granite's portfolio and tenant profile and the actual condition of the properties in making business judgments about lease renewal probabilities, renewal rents and capital expenditures. 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
58 Granite REIT 2016
value of investment properties may change materially. Refer to note 3 for further information on the estimates and assumptions made by management.
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.
- (n)
- Future Accounting Policy Changes
In July 2014, the IASB issued the final version of IFRS 9,Financial Instruments ("IFRS 9") which will replace IAS 39,Financial Instruments: Recognition and Measurement. IFRS 9 addresses the classification, measurement and recognition of financial assets and financial liabilities and requires financial assets to be classified into two measurement categories: those measured at fair value and those measured at amortized cost. While determination is made at initial recognition, classification depends on the entity's business model for managing its financial instruments and the contractual cash flow characteristics of the instrument. For financial liabilities, the standard retains most of the IAS 39 requirements. The most significant change is that, in cases where the fair value option is taken for financial liabilities, the part of a fair value change due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement. IFRS 9 has a mandatory effective date for annual periods beginning on or after January 1, 2018, with earlier application 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 provides a single comprehensive model to account for revenue arising from contracts with customers. The objective of IFRS 15 is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The core principle of the standard is that an entity will recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects consideration to which the entity expects to be entitled in exchange for those goods and services. IFRS 15 excludes contracts that are within the scope of the standards on leases, insurance contracts and financial instruments. The standard has a mandatory effective date for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Trust has not yet determined the impact of this standard on its combined financial statements.
Granite REIT 2016 59
In January 2016, the IASB issued IFRS 16,Leases ("IFRS 16") which replaces IAS 17,Leases and its associate interpretative guidance. IFRS 16 applies a control model to the identification of leases, distinguishing between a lease and a service contract on the basis of whether the customer controls the asset being leased. For those assets determined to meet the definition of a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is similar to current finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains similar to current accounting practice. The standard is effective for annual periods beginning on or after January 1, 2019, with early application permitted for entities that apply IFRS 15. The Trust does not expect this standard to have a significant impact on its combined financial statements.
In June 2016, the IASB issued amendments to IFRS 2,Share-based Payment ("IFRS 2") clarifying how to account for the effects of vesting and non-vesting conditions on the measurement of cash-settled share-based payments, share-based payment transactions with a net settlement feature and a modification to the terms and conditions that change the classification of the transactions. These amendments are effective for annual periods beginning on or after January 1, 2018, with earlier application permitted. The Trust has not yet determined the impact of this standard on its combined financial statements.
3. INVESTMENT PROPERTIES
As at December 31,
| | 2016
| | 2015
|
---|
Income-Producing Properties | | $ | 2,646,292 | | $ | 2,576,562 |
Properties and Land Under Development | | | — | | | 8,651 |
Land Held For Development | | | 6,803 | | | 7,173 |
| |
| |
|
| | $ | 2,653,095 | | $ | 2,592,386 |
| |
| |
|
Changes in investment properties are shown in the following table:
Years ended December 31,
| | 2016
| | 2015
| |
---|
| | 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 | | $ | 2,576,562 | | $ | 8,651 | | $ | 7,173 | | $ | 2,275,220 | | $ | 31,349 | | $ | 3,809 | |
Additions | | | | | | | | | | | | | | | | | | | |
— Capital expenditures: | | | | | | | | | | | | | | | | | | | |
Maintenance or improvements | | | 2,089 | | | — | | | — | | | 2,503 | | | — | | | — | |
Developments or expansions | | | 8,224 | | | 5,826 | | | — | | | 7,576 | | | 14,040 | | | — | |
— Acquisitions | | | — | | | — | | | — | | | — | | | — | | | 5,990 | |
— Land under development | | | — | | | — | | | — | | | — | | | 2,474 | | | (2,474 | ) |
— Completed projects | | | 13,685 | | | (13,685 | ) | | — | | | 41,382 | | | (41,382 | ) | | — | |
— Leasing commissions | | | 2,058 | | | — | | | — | | | 2,362 | | | — | | | — | |
— Tenant allowances | | | 1,458 | | | — | | | — | | | 629 | | | — | | | — | |
Fair value gains (losses), net | | | 175,924 | | | — | | | — | | | 74,256 | | | — | | | (1,174 | ) |
Foreign currency translation, net | | | (89,096 | ) | | (792 | ) | | (370 | ) | | 191,960 | | | 2,170 | | | 1,022 | |
Disposals | | | (42,014 | ) | | — | | | — | | | (16,330 | ) | | — | | | — | |
Amortization of straight-line rent | | | 371 | | | — | | | — | | | (444 | ) | | — | | | — | |
Amortization of tenant allowances | | | (5,229 | ) | | — | | | — | | | (5,005 | ) | | — | | | — | |
Other changes | | | 2,260 | | | — | | | — | | | 2,453 | | | — | | | — | |
| |
| |
| |
| |
| |
| |
| |
Balance, end of year | | $ | 2,646,292 | | $ | — | | $ | 6,803 | | $ | 2,576,562 | | $ | 8,651 | | $ | 7,173 | |
| |
| |
| |
| |
| |
| |
| |
During the year ended December 31, 2016, the Trust disposed of seven income-producing properties located in the United States, Austria and Germany for aggregate gross proceeds of $42.0 million. During the year ended December 31, 2015, the Trust disposed of six income-producing properties located in North America
60 Granite REIT 2016
and Germany for aggregate gross proceeds of $16.3 million. For the year ended December 31, 2016, the Trust incurred a $2.4 million (2015 — $1.4 million) loss on disposal due to the associated selling costs.
On May 26, 2015, the Trust acquired 28 acres of development land in Poland for a purchase price of $6.0 million.
The fair value gains during the years ended December 31, 2016 and 2015, excluding properties sold in the year, were $170.7 million and $72.0 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 renewals 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. Management uses valuation assumptions such as discount rates, terminal capitalization rates and market rental rates applied in external appraisals or sourced from valuation experts; however, the Trust also uses its historical renewal experience with tenants, its direct knowledge of the specialized nature of Granite's portfolio and tenant profile and the actual condition of the properties in making business judgments about lease renewal probabilities, renewal rents and capital expenditures. There has been no change in the valuation methodology during the year.
The Trust's internal valuation team consists of individuals knowledgeable and experienced in 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 discount and terminal capitalization rates as provided by independent real estate appraisal firms with representation 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 with the internal valuation team presenting 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 | | $ | 2,562,169 | | $ | (90,926 | ) | $ | 2,572,588 | | $ | (80,507 | ) |
+25 basis points | | | 2,606,900 | | | (46,195 | ) | | 2,611,475 | | | (41,620 | ) |
Base rate | | | 2,653,095 | | | — | | | 2,653,095 | | | — | |
-25 basis points | | | 2,699,516 | | | 46,421 | | | 2,697,558 | | | 44,463 | |
-50 basis points | | | 2,747,459 | | | 94,364 | | | 2,745,387 | | | 92,292 | |
Granite REIT 2016 61
The key valuation metrics for income-producing properties by country are set out below:
As at December 31,
| | 2016
| | 2015
|
---|
| | Maximum
| | Minimum
| | Weighted average(1)
| | Maximum
| | Minimum
| | Weighted average(1)
|
---|
Canada | | | | | | | | | | | | |
Discount rate | | 8.25% | | 6.50% | | 7.17% | | 8.25% | | 6.97% | | 7.76% |
Terminal capitalization rate | | 8.00% | | 5.75% | | 6.68% | | 8.50% | | 5.75% | | 7.27% |
United States | | | | | | | | | | | | |
Discount rate | | 10.75% | | 6.25% | | 7.88% | | 14.00% | | 6.75% | | 8.43% |
Terminal capitalization rate | | 11.25% | | 5.75% | | 7.69% | | 13.00% | | 6.00% | | 8.07% |
Germany | | | | | | | | | | | | |
Discount rate | | 9.00% | | 7.00% | | 8.03% | | 9.50% | | 7.00% | | 8.04% |
Terminal capitalization rate | | 9.50% | | 5.75% | | 8.06% | | 9.50% | | 6.00% | | 8.12% |
Austria | | | | | | | | | | | | |
Discount rate | | 9.00% | | 8.00% | | 8.33% | | 10.00% | | 8.25% | | 8.48% |
Terminal capitalization rate | | 9.50% | | 8.50% | | 8.83% | | 9.50% | | 8.75% | | 8.97% |
Netherlands | | | | | | | | | | | | |
Discount rate | | 7.50% | | 6.85% | | 7.09% | | 7.50% | | 7.10% | | 7.24% |
Terminal capitalization rate | | 7.30% | | 7.15% | | 7.23% | | 7.30% | | 7.25% | | 7.28% |
Other | | | | | | | | | | | | |
Discount rate | | 10.00% | | 9.00% | | 9.69% | | 10.00% | | 8.25% | | 9.64% |
Terminal capitalization rate | | 10.50% | | 7.35% | | 9.79% | | 10.50% | | 7.75% | | 9.88% |
Total | | | | | | | | | | | | |
Discount rate | | 10.75% | | 6.25% | | 7.80% | | 14.00% | | 6.75% | | 8.23% |
Terminal capitalization rate | | 11.25% | | 5.75% | | 7.74% | | 13.00% | | 5.75% | | 8.13% |
- (1)
- Weighted based on income-producing property fair value.
Included in investment properties is $11.3 million (December 31, 2015 — $11.6 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 20).
Minimum rental commitments on non-cancellable tenant operating leases are as follows:
Not later than 1 year | | $ | 217,219 |
Later than 1 year and not later than 5 years | | | 713,330 |
Later than 5 years | | | 795,221 |
| |
|
| | $ | 1,725,770 |
| |
|
62 Granite REIT 2016
4. OTHER ASSETS
Other assets consist of:
As at December 31,
| | 2016
| | 2015
|
---|
Deferred financing costs | | $ | 184 | | $ | 352 |
Long-term receivables | | | 530 | | | 589 |
Interest rate caps | | | — | | | 90 |
Deposits | | | — | | | 598 |
| |
| |
|
| | $ | 714 | | $ | 1,629 |
| |
| |
|
5. UNSECURED DEBENTURES, NET
Unsecured debentures, net, consist of:
| |
| | 2016
| | 2015
|
---|
As at December 31,
| | Maturity Date
| | Amortized Cost
| | Principal issued and outstanding
| | Amortized Cost
| | Principal issued and outstanding
|
---|
3.788% Debentures | | July 5, 2021 | | $ | 248,979 | | $ | 250,000 | | $ | 248,756 | | $ | 250,000 |
3.873% Debentures | | November 30, 2023 | | | 397,789 | | | 400,000 | | | — | | | — |
4.613% Debentures | | October 2, 2018 | | | — | | | — | | | 198,901 | | | 200,000 |
| | | |
| |
| |
| |
|
| | | | $ | 646,768 | | $ | 650,000 | | $ | 447,657 | | $ | 450,000 |
| | | |
| |
| |
| |
|
- (a)
- 3.788% Debentures
On July 3, 2014, Granite REIT Holdings Limited Partnership ("Granite LP"), a wholly-owned subsidiary of Granite, issued at par $250.0 million aggregate principal amount of 3.788% Series 2 senior debentures due July 5, 2021 (the "2021 Debentures"). 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.
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.
- (b)
- 3.873% Debentures
On December 20, 2016, Granite LP issued $400.0 million aggregate principal amount of 3.873% Series 3 senior debentures due November 30, 2023 (the "2023 Debentures") at a nominal premium. Interest on the 2023 Debentures is payable semi-annually in arrears on May 30 and November 30 of each year. The unamortized portion of the $2.2 million of expenses incurred in connection with the issuance of the 2023 Debentures is presented as a reduction of the carrying amount of the 2023 Debentures. The proceeds from the issuance of the 2023 Debentures was primarily used to redeem in full the 4.613% Series 1 senior debentures and repay the outstanding credit facility balance used as bridge financing for the repayment of the mortgage and construction loans (note 6).
Granite REIT 2016 63
The 2023 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 2023 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2023 Debenture, a price equal to which, if the 2023 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 62.5 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 November 30, 2023. Granite also has the option to redeem the 2023 Debentures at par plus any accrued and unpaid interest within 30 days of the maturity date of November 30, 2023.
- (c)
- 4.613% Debentures
On October 2, 2013, Granite LP issued at par the 4.613% Series 1 senior debentures (the "2018 Debentures"). The unamortized portion of the $2.0 million of expenses incurred in connection with the issuance of the 2018 Debentures was presented as a reduction of the carrying amount of the 2018 Debentures.
On December 21, 2016, Granite LP redeemed all of the outstanding 2018 Debentures for an aggregate redemption price of $213.2 million, being the higher of the principal amount, and the Canada Yield Price calculated in accordance with the trust indenture governing the 2018 Debentures, together in each case with accrued and unpaid interest to December 21, 2016 of $2.0 million. For the year ended December 31, 2016, the Trust recorded costs on the early redemption of the 2018 Debentures of $11.9 million which included a redemption premium of $11.2 million and $0.7 million of accelerated amortization of issuance costs related to the 2018 Debentures.
The 2021 Debentures and 2023 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.
- (d)
- Cross Currency Interest Rate Swaps
As at December 31,
| | 2016
| | 2015
|
---|
Financial liability | | | | | | |
2021 Cross Currency Interest Rate Swap — fair value | | $ | 443 | | $ | 9,893 |
2023 Cross Currency Interest Rate Swap — fair value | | | 10,198 | | | — |
2018 Cross Currency Interest Rate Swap — fair value | | | — | | | 15,359 |
| |
| |
|
| | $ | 10,641 | | $ | 25,252 |
| |
| |
|
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 €171.9 million for $250.0 million on July 5, 2021.
On December 20, 2016, the Trust entered into a cross currency interest rate swap (the "2023 Cross Currency Interest Rate Swap") to exchange the 3.873% interest payments from the 2023 Debentures for euro denominated payments at a 2.43% interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of €281.1 million for $400.0 million on November 30, 2023.
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 €142.3 million and euro denominated interest payments at a 3.56% interest rate. Due to the early redemption of the 2018 Debentures, on December 15, 2016, the Trust settled the 2018 Cross Currency Interest Rate Swap with a payment of $1.2 million that included $1.7 million related to the fair value of the principal proceeds less $0.5 million of interest rate savings.
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
64 Granite REIT 2016
December 31, 2016, the Trust has assessed that the hedges continued to be effective. As an effective hedge, the fair value gains or losses on the cross currency interest rate swaps 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.
6. SECURED LONG-TERM DEBT
Secured long-term debt consists of:
As at December 31,
| |
| |
| | 2016
| | 2015
|
---|
| | Maturity Date
| | Interest Rate
| | US $ Outstanding
| | Cdn $ Outstanding
| | US $ Outstanding(1)
| | Cdn $ Outstanding(1)
|
---|
Mortgage payable | | June 10, 2017 | | LIBOR + 2.50% | | $ | — | | $ | — | | $ | 23,327 | | $ | 32,285 |
Mortgage payable | | May 10, 2018 | | LIBOR + 2.50% | | | — | | | — | | | 12,059 | | | 16,690 |
Construction loan | | July 25, 2017 | | LIBOR + 2.25% | | | — | | | — | | | 14,272 | | | 19,752 |
Construction loan | | June 20, 2017 | | LIBOR + 2.25% | | | — | | | — | | | 20,422 | | | 28,264 |
| | | | | |
| |
| |
| |
|
| | | | | | $ | — | | $ | — | | $ | 70,080 | | $ | 96,991 |
Less: due within one year | | | | | | | — | | | — | | | 15,082 | | | 20,874 |
| | | | | |
| |
| |
| |
|
| | | | | | $ | — | | $ | — | | $ | 54,998 | | $ | 76,117 |
| | | | | |
| |
| |
| |
|
- (1)
- The amounts outstanding are net of transaction costs.
Concurrent with the acquisition of the non-controlling interests in November 2016 (note 11), the outstanding mortgages and construction loans totaling $105.4 million (US$ 78.5 million) were repaid.
7. OTHER NON-CURRENT LIABILITIES
Other non-current liabilities consist of:
As at December 31,
| | 2016
| | 2015
|
---|
Tenant allowance payable | | $ | 7,777 | | $ | 7,598 |
Contingent consideration | | | — | | | 5,286 |
| |
| |
|
| | $ | 7,777 | | $ | 12,884 |
| |
| |
|
The tenant allowance payable of €6.0 million is due in January 2018 and relates to a lease extension at the Eurostar facility in Graz, Austria. This payable of €6.0 million was discounted and is being accreted to its face value through a charge to interest expense.
Contingent consideration was recognized in connection with acquisitions completed in 2013. The fair value of the contingent consideration was estimated using an income approach and was dependent upon achieving certain predetermined returns over a five year period. This amount was dependent upon a number of assumptions, including the fair value of the properties acquired, which were subject to change over the years to the date of payment. During 2016, with the properties fully leased and given recent increases in the fair value of the properties acquired, the contingent consideration obligation was increased by $3.5 million to reflect these changes in the valuation assumptions (note 13(d)). For a description of the valuation process used to determine the fair value of the properties, refer to note 3. Concurrent with the acquisition of the non-controlling interests in November 2016 (note 11), the contingent consideration recognized of $8.8 million (US$ 6.6 million) was paid.
Granite REIT 2016 65
8. 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"). Subsequent to December 31, 2016, Granite LP, with the agreement of its lenders, extended the maturity date by one year to February 1, 2019 from February 1, 2018. 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 euro currency rate) depending on the currency Granite LP borrows in plus an applicable margin of up to 1.45%. At December 31, 2016, Granite LP had $0.2 million (2015 — $0.6 million) in letters of credit issued against the Credit Facility and no amounts drawn (2015 — $19.4 million (US$ 14.0 million)) from the Credit Facility.
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of:
As at December 31,
| | 2016
| | 2015
|
---|
Accounts payable | | $ | 5,660 | | $ | 4,601 |
Accrued salaries, incentives and severance | | | 5,161 | | | 6,555 |
Accrued interest payable | | | 5,201 | | | 7,128 |
Accrued construction payable | | | 1,922 | | | 5,158 |
Accrued professional fees | | | 2,283 | | | 2,487 |
Accrued employee unit-based compensation | | | 1,474 | | | 2,451 |
Accrued trustee/director unit-based compensation | | | 6,568 | | | 5,204 |
Other accrued liabilities | | | 3,196 | | | 5,431 |
| |
| |
|
| | $ | 31,465 | | $ | 39,015 |
| |
| |
|
10. INCOME TAXES
- (a)
- The major components of the income tax expense are:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Current income tax: | | | | | | | |
Current taxes | | $ | 7,873 | | $ | 5,914 | |
Current taxes referring to previous periods | | | (1,686 | ) | | (2,053 | ) |
Withholding taxes and other | | | 694 | | | — | |
| |
| |
| |
| | | 6,881 | | | 3,861 | |
| |
| |
| |
Deferred income tax: | | | | | | | |
Origination and reversal of temporary differences | | | 39,774 | | | 33,242 | |
Impact of changes in tax rates | | | (55 | ) | | — | |
Withholding taxes on profits of subsidiaries | | | 120 | | | (396 | ) |
Other | | | 905 | | | (551 | ) |
| |
| |
| |
| | | 40,744 | | | 32,295 | |
| |
| |
| |
Income tax expense | | $ | 47,625 | | $ | 36,156 | |
| |
| |
| |
66 Granite REIT 2016
For the year ended December 31, 2016, current income tax expense includes a $2.3 million expense associated with the disposition of properties in Germany and the United States and a $1.0 million recovery associated with the disposition of a property in Austria. For the year ended December 31, 2015, current income tax expense included $0.3 million related to the liquidation of the Mexican operation and $0.7 million arising from the disposition of two properties in the United States.
- (b)
- The effective income tax rate reported in the combined statements of income varies from the Canadian statutory rate for the following reasons:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Income before income taxes | | $ | 328,317 | | $ | 231,696 | |
| |
| |
| |
Expected income taxes at the Canadian statutory tax rate of 26.5% (2015 — 26.5%) | | $ | 87,004 | | $ | 61,399 | |
Income distributed and taxable to unitholders | | | (53,039 | ) | | (26,538 | ) |
Net foreign rate differentials | | | 9,152 | | | 3,082 | |
Net change in provisions for uncertain tax positions | | | 825 | | | (396 | ) |
Net permanent differences | | | 2,229 | | | (1,025 | ) |
Net effect of change in tax rates | | | (55 | ) | | — | |
Withholding taxes and other items | | | 1,509 | | | (366 | ) |
| |
| |
| |
Income tax expense | | $ | 47,625 | | $ | 36,156 | |
| |
| |
| |
- (c)
- Deferred tax assets and liabilities consist of temporary differences related to the following:
As at December 31,
| | 2016
| | 2015
| |
---|
Deferred tax assets: | | | | | | | |
Investment properties | | $ | 1,249 | | $ | 1,439 | |
Eligible capital expenditures | | | 2,822 | | | 3,035 | |
Other | | | 2,328 | | | 3,302 | |
| |
| |
| |
Total deferred tax assets | | | 6,399 | | | 7,776 | |
| |
| |
| |
Deferred tax liabilities: | | | | | | | |
Investment properties | | | 237,159 | | | 207,494 | |
Withholding tax on undistributed subsidiary profits | | | 1,092 | | | 1,029 | |
Other | | | — | | | (557 | ) |
| |
| |
| |
Total deferred tax liabilities | | $ | 238,251 | | $ | 207,966 | |
| |
| |
| |
- (d)
- Changes in the net deferred tax liabilities consist of the following:
Years ended December 31,
| | 2016
| | 2015
|
---|
Balance, beginning of year | | $ | 200,190 | | $ | 148,502 |
Deferred tax expense recognized in net income | | | 40,744 | | | 32,295 |
Foreign currency translation of deferred tax balances | | | (9,082 | ) | | 19,393 |
| |
| |
|
| | $ | 231,852 | | $ | 200,190 |
| |
| |
|
- (e)
- Net cash payments of income taxes amounted to a refund of $0.2 million for the year ended December 31, 2016 (2015 — $5.9 million cash payment) which included $0.7 million of withholding taxes paid (2015 — $0.4 million).
- (f)
- The Trust conducts operations in a number of countries with varying statutory rates of taxation. Judgment is required in the estimation of income taxes and deferred income tax assets and liabilities in each of the Trust's operating jurisdictions. This process involves estimating actual current tax exposure, assessing temporary differences that result from the different treatments of items for tax and accounting purposes, assessing whether it is more likely than not that deferred income tax assets will be realized and, based on
Granite REIT 2016 67
all the available evidence, determining if a provision is required on all or a portion of such deferred income tax assets. The Trust reports a liability for uncertain tax positions ("unrecognized tax benefits") taken or expected to be taken in a tax return. The Trust recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.
As at December 31, 2016, the Trust had $10.1 million (2015 — $11.9 million) of unrecognized income tax benefits, (including $0.2 million (2015 — $0.2 million) related to accrued interest and penalties), all of which could ultimately reduce the Trust's effective tax rate should these tax benefits become recognized. 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 effect on the combined financial position, results of operations or cash flows. However, the Trust cannot predict with any level of certainty the exact nature of any future possible outcome.
A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:
As at December 31,
| | 2016
| | 2015
| |
---|
Unrecognized tax benefits balance, beginning of year | | $ | 11,883 | | $ | 13,882 | |
Decreases for tax positions of prior years | | | (3,066 | ) | | (4,041 | ) |
Increases for tax positions of current year | | | 1,979 | | | 1,188 | |
Foreign currency impact | | | (653 | ) | | 854 | |
| |
| |
| |
Unrecognized tax benefits balance, end of year | | $ | 10,143 | | $ | 11,883 | |
| |
| |
| |
It is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2016, could decrease in the next 12 months. The quantum of the decrease could range between a nominal amount and $1.9 million (2015 — a nominal amount and $6.3 million) and relates primarily to tax years becoming statute barred for purposes of future tax examinations by local taxing authorities and the outcome of current tax examinations. For the year ended December 31, 2016, $0.1 million of interest and penalties was recorded (2015 — $0.1 million) as part of the provision for income taxes in the combined statements of income.
As at December 31, 2016, the following tax years remained subject to examination by the major tax jurisdictions:
Major Jurisdictions
| |
|
---|
Canada | | 2012 through 2016 |
United States | | 2013 through 2016 |
Mexico | | 2010 through 2016 |
Austria | | 2013 through 2016 |
Germany | | 2012 through 2016 |
Netherlands | | 2013 through 2016 |
As at December 31, 2016, the Trust had approximately $351.6 million of Canadian capital loss carryforwards that do not expire and other losses and deductible temporary differences in various tax jurisdictions of approximately $19.4 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, 2016.
11. EQUITY
Non-Controlling Interests
On November 17, 2016, the Trust acquired the remaining 10% interest in DGI LS, LLC, DGI Berks, LP and DGI Shepherdsville, LLC as well as the remaining 5% interest in DGI Portland, LLC for cash consideration totaling $12.1 million (US$ 9.0 million) which resulted in a 100% ownership interest in each of these subsidiaries.
68 Granite REIT 2016
A change in the Trust's ownership interest in a subsidiary that does not result in a loss of control is recorded as an equity transaction. As a result of the above mentioned acquisitions, $3.3 million (US$ 2.4 million) was recorded in Deficit, representing the difference between the total consideration paid of $12.1 million (US$ 9.0 million) and the $8.8 million (US$ 6.6 million) carrying value of the non-controlling interests which were derecognized on November 17, 2016.
Stapled Unitholders' Equity
- (a)
- Stapled Units
The stapled units consist 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.
- (b)
- Unit-based Compensation
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.
A reconciliation of the changes in the options outstanding is presented below:
| | 2016
| | 2015
|
---|
| | Number (000s)
| | Weighted Average Exercise Price
| | Number (000s)
| | Weighted Average Exercise Price
|
---|
Options outstanding, January 1 | | 50 | | $ | 32.21 | | 50 | | $ | 32.21 |
Exercised | | (50 | ) | | 32.21 | | — | | | — |
| |
| |
| |
| |
|
Options outstanding and exercisable, December 31 | | — | | $ | — | | 50 | (1) | $ | 32.21 |
| |
| |
| |
| |
|
- (1)
- Outstanding and exercisable options were issued in 2007.
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 non-employee director's total annual remuneration, at specified levels elected by each director, until such director ceases to be a director. In connection with the REIT conversion (note 1), 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
Granite REIT 2016 69
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:
| | 2016
| | 2015
|
---|
| | Number (000s)
| | Weighted Average Grant Date Fair Value
| | Number (000s)
| | Weighted Average Grant Date Fair Value
|
---|
DSUs outstanding, January 1 | | 135 | | $ | 35.51 | | 110 | | $ | 34.45 |
Granted | | 28 | | | 40.27 | | 25 | | | 40.20 |
Settled | | (16 | ) | | 44.44 | | — | | | — |
| |
| |
| |
| |
|
DSUs outstanding, December 31 | | 147 | | $ | 35.43 | | 135 | | $ | 35.51 |
| |
| |
| |
| |
|
Executive Deferred Stapled Unit Plan
The Executive Share 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 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:
| | 2016
| | 2015
|
---|
| | Number (000s)
| | Weighted Average Grant Date Fair Value
| | Number (000s)
| | Weighted Average Grant Date Fair Value
|
---|
Stapled units outstanding, January 1 | | 72 | | $ | 41.03 | | 97 | | $ | 38.19 |
New grants | | 67 | | | 40.61 | | 34 | | | 42.40 |
Forfeited(1) | | — | | | 37.33 | | (59 | ) | | 37.16 |
Settled(2) | | (57 | ) | | 38.24 | | — | | | 39.01 |
| |
| |
| |
| |
|
Stapled units outstanding, December 31 | | 82 | | $ | 42.34 | | 72 | | $ | 41.03 |
| |
| |
| |
| |
|
- (1)
- 198 stapled units were forfeited during the three month period ended March 31, 2016.
- (2)
- 57 thousand stapled units (2015 — 37 stapled units) were settled and included fractional units settled in cash during the three month period ended March 31, 2016.
At December 31, 2016, unrecognized compensation cost related to the Stapled Unit Plan was $2.1 million, which will be amortized over the weighted average remaining requisite service period of approximately one year.
70 Granite REIT 2016
The Trust's unit-based compensation expense (recovery) recognized in general and administrative expenses was:
Years ended December 31,
| | 2016
| | 2015
| |
---|
DSP for trustees/directors | | $ | 2,078 | | $ | 572 | |
Stapled Unit Plan for employees | | | 1,330 | | | (648 | ) |
Option Plan | | | 274 | | | (13 | ) |
| |
| |
| |
Unit-based compensation expense (recovery) | | $ | 3,682 | | $ | (89 | ) |
| |
| |
| |
Adjustments to fair value included in the above | | $ | 1,361 | | $ | (815 | ) |
| |
| |
| |
Included in the unit-based compensation recovery of $0.7 million pertaining to the Stapled Unit Plan for the year ended December 31, 2015 is a $1.7 million recovery associated with the surrender of stapled units.
- (c)
- Accumulated Other Comprehensive Income
As at December 31,
| | 2016
| | 2015
| |
---|
Foreign currency translation gains on investments in subsidiaries, net of related hedging activities and non-controlling interests(1) | | $ | 167,684 | | $ | 247,612 | |
Losses on derivatives designated as net investment hedges | | | (13,950 | ) | | (27,112 | ) |
| |
| |
| |
| | $ | 153,734 | | $ | 220,500 | |
| |
| |
| |
- (1)
- Includes foreign currency translation gains from non-derivative financial instruments designated as net investment hedges.
- (d)
- Normal Course Issuer Bid
On April 20, 2016, Granite announced the acceptance by the Toronto Stock Exchange ("TSX") of Granite's Notice of Intention to Make a Normal Course Issuer Bid ("NCIB"). Pursuant to the NCIB, Granite proposes to purchase through the facilities of the TSX and any alternative trading system in Canada, from time to time and if considered advisable, up to an aggregate of 3,647,837 of Granite's issued and outstanding stapled units. The NCIB commenced on April 26, 2016 and will conclude on the earlier of the date on which purchases under the bid have been completed and April 25, 2017. Pursuant to the policies of the TSX, daily purchases made by Granite through the TSX may not exceed 26,386 stapled units, subject to certain exceptions. As at December 31, 2016, the Trust has not made purchases of its stapled units under the NCIB.
12. DISTRIBUTIONS TO STAPLED UNITHOLDERS
Total distributions declared to stapled unitholders in the year ended December 31, 2016 were $114.3 million (2015 — $108.3 million) or $2.43 per stapled unit (2015 — $2.30 per stapled unit). Distributions payable at December 31, 2016 of $10.2 million, representing the December 2016 distribution, were paid on January 16, 2017. The distribution declared in January 2017 in the amount of $10.2 million was paid on February 15, 2017 and the distribution declared in February 2017 will be paid on March 15, 2017.
Granite REIT 2016 71
13. COSTS AND EXPENSES (INCOME)
- (a)
- Property operating costs consist of:
Years ended December 31,
| | 2016
| | 2015
|
---|
Non-recoverable from tenants: | | | | | | |
Property taxes and utilities | | $ | 747 | | $ | 794 |
Legal | | | 348 | | | 827 |
Consulting | | | 482 | | | 477 |
Environmental and appraisals | | | 477 | | | 403 |
Repairs and maintenance | | | 465 | | | 782 |
Ground rents | | | 628 | | | 603 |
Other | | | 660 | | | 511 |
| |
| |
|
| | | 3,807 | | | 4,397 |
| |
| |
|
Recoverable from tenants: | | | | | | |
Property taxes and utilities | | | 2,209 | | | 1,516 |
Repairs and maintenance | | | 531 | | | 355 |
Property management fees | | | 592 | | | 478 |
Other | | | 499 | | | 316 |
| |
| |
|
| | | 3,831 | | | 2,665 |
| |
| |
|
Property operating costs | | $ | 7,638 | | $ | 7,062 |
| |
| |
|
- (b)
- General and administrative expenses consist of:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Salaries, benefits and severance | | $ | 13,332 | | $ | 16,793 | |
Audit, legal and consulting | | | 4,807 | | | 4,964 | |
Trustee/director fees and related expenses | | | 1,673 | | | 2,547 | |
Unit-based compensation including distributions and revaluations | | | 2,921 | | | (819 | ) |
Other | | | 5,227 | | | 4,832 | |
| |
| |
| |
| | $ | 27,960 | | $ | 28,317 | |
| |
| |
| |
- (c)
- Interest expense and other financing costs, net consist of:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Interest and amortized issuance costs relating to debentures | | $ | 14,800 | | $ | 14,333 | |
Interest on mortgages payable and construction loans | | | 3,057 | | | 2,493 | |
Amortization of deferred financing costs | | | 193 | | | 196 | |
Other interest and accretion charges | | | 1,946 | | | 2,095 | |
| |
| |
| |
| | | 19,996 | | | 19,117 | |
Capitalized interest | | | (91 | ) | | (85 | ) |
Interest income | | | (318 | ) | | (286 | ) |
| |
| |
| |
| | $ | 19,587 | | $ | 18,746 | |
| |
| |
| |
72 Granite REIT 2016
- (d)
- Fair value losses (gains) on financial instruments consist of:
Years ended December 31,
| | 2016
| | 2015
|
---|
Foreign exchange forward contracts, net | | $ | (2,394 | ) | $ | 1,445 |
Interest rate caps | | | 79 | | | 315 |
Contingent consideration (note 7) | | | 3,465 | | | — |
| |
| |
|
| | $ | 1,150 | | $ | 1,760 |
| |
| |
|
14. 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,
| | 2016
| | 2015
|
---|
Canada | | $ | 62,733 | | $ | 63,939 |
United States | | | 63,515 | | | 57,177 |
Austria | | | 60,285 | | | 57,778 |
Germany | | | 23,091 | | | 24,362 |
Netherlands | | | 9,515 | | | 9,234 |
Other Europe | | | 4,262 | | | 3,809 |
| |
| |
|
| | $ | 223,401 | | $ | 216,299 |
| |
| |
|
For the year ended December 31, 2016, revenues from Magna were approximately 78% (2015 — 81%) of the Trust's total revenues.
Investment properties
As at December 31,
| | 2016
| | 2015
|
---|
Canada | | $ | 763,701 | | $ | 671,441 |
United States | | | 779,196 | | | 739,387 |
Austria | | | 699,001 | | | 735,885 |
Germany | | | 242,467 | | | 272,237 |
Netherlands | | | 118,123 | | | 125,125 |
Other Europe | | | 50,607 | | | 48,311 |
| |
| |
|
| | $ | 2,653,095 | | $ | 2,592,386 |
| |
| |
|
Granite REIT 2016 73
15. DETAILS OF CASH FROM OPERATING ACTIVITIES
- (a)
- Items not involving current cash flows are shown in the following table:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Straight-line rent adjustment | | $ | 4,865 | | $ | 5,456 | |
Unit-based compensation expense (recovery) | | | 3,682 | | | (89 | ) |
Fair value gains on investment properties | | | (175,924 | ) | | (73,082 | ) |
Depreciation and amortization | | | 707 | | | 720 | |
Fair value losses on financial instruments | | | 1,150 | | | 1,760 | |
Loss on sale of investment properties | | | 2,420 | | | 1,413 | |
Amortization of issuance costs relating to debentures | | | 1,749 | | | 841 | |
Amortization of deferred financing costs | | | 193 | | | 196 | |
Deferred income taxes | | | 40,744 | | | 32,295 | |
Other | | | (1,450 | ) | | (1,680 | ) |
| |
| |
| |
| | $ | (121,864 | ) | $ | (32,170 | ) |
| |
| |
| |
- (b)
- Changes in working capital balances are shown in the following table:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Accounts receivable | | $ | 2,723 | | $ | (1,458 | ) |
Prepaid expenses and other | | | 333 | | | 92 | |
Accounts payable and accrued liabilities | | | (2,448 | ) | | 1,438 | |
Deferred revenue | | | (1,376 | ) | | 1,293 | |
Restricted cash | | | 727 | | | (700 | ) |
| |
| |
| |
| | $ | (41 | ) | $ | 665 | |
| |
| |
| |
- (c)
- Non-cash financing activities
During the year ended December 31, 2016, 56 thousand stapled units (2015 — less than one thousand stapled units) with a value of $2.1 million (2015 — less than $0.1 million) were issued under the Stapled Unit Plan.
- (d)
- Disposal of Mexican property portfolio in June 2014
During the year ended December 31, 2015, Granite paid $7.7 million of current income tax installments associated with the taxable gain arising on the sale of the portfolio of Mexican properties in June 2014. As the Mexican properties represented a significant geographical area of operations, the Trust retroactively presented the Mexican portfolio as discontinued operations in prior financial statements.
- (e)
- Cash and cash equivalents consists of:
Years ended December 31,
| | 2016
| | 2015
|
---|
Cash | | $ | 109,414 | | $ | 64,473 |
Short-term deposits | | | 136,801 | | | 54,682 |
| |
| |
|
| | $ | 246,215 | | $ | 119,155 |
| |
| |
|
74 Granite REIT 2016
16. FAIR VALUE AND RISK MANAGEMENT
- (a)
- Fair Value of Financial Instruments
The following table provides the classification and measurement of financial assets and liabilities as at December 31, 2016:
| Fair value through profit or loss
| | Loans and receivables / other financial liabilities
| | Total
| | Total
|
---|
Measurement basis
| Fair value
| | Amortized cost
| | Fair value
| | Carrying Value
| | Fair Value
|
---|
Financial assets | | | | | | | | | | | | | | |
Other assets | $ | — | | $ | 530 | (1) | $ | 530 | | $ | 530 | | $ | 530 |
Accounts receivable | | — | | | 1,066 | | | 1,066 | | | 1,066 | | | 1,066 |
Prepaid expenses and other | | 1,486 | (2) | | — | | | — | | | 1,486 | | | 1,486 |
Restricted cash | | — | | | 563 | | | 563 | | | 563 | | | 563 |
Cash and cash equivalents | | — | | | 246,215 | | | 246,215 | | | 246,215 | | | 246,215 |
|
| |
| |
| |
| |
|
| $ | 1,486 | | $ | 248,374 | | $ | 248,374 | | $ | 249,860 | | $ | 249,860 |
|
| |
| |
| |
| |
|
Financial liabilities | | | | | | | | | | | | | | |
Unsecured debentures, net | $ | — | | $ | 646,768 | | $ | 658,325 | | $ | 646,768 | | $ | 658,325 |
Cross currency interest rate swaps | | 10,641 | | | — | | | — | | | 10,641 | | | 10,641 |
Other non-current liability | | 7,777 | | | — | | | — | | | 7,777 | | | 7,777 |
Accounts payable and accrued liabilities | | — | | | 31,465 | | | 31,465 | | | 31,465 | | | 31,465 |
Distributions payable | | — | | | 10,226 | | | 10,226 | | | 10,226 | | | 10,226 |
|
| |
| |
| |
| |
|
| $ | 18,418 | | $ | 688,459 | | $ | 700,016 | | $ | 706,877 | | $ | 718,434 |
|
| |
| |
| |
| |
|
- (1)
- Long-term receivables included in other assets.
- (2)
- Foreign exchange forward contracts included in prepaid expenses.
Granite REIT 2016 75
The following table provides the classification and measurement of financial assets and liabilities as at December 31, 2015:
| 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 | $ | 90 | (3) | $ | 589 | (4) | $ | 589 | | $ | 679 | | $ | 679 |
Accounts receivable | | — | | | 3,849 | | | 3,849 | | | 3,849 | | | 3,849 |
Prepaid expenses and other | | 24 | (5) | | — | | | — | | | 24 | | | 24 |
Restricted cash | | — | | | 1,336 | | | 1,336 | | | 1,336 | | | 1,336 |
Cash and cash equivalents | | — | | | 119,155 | | | 119,155 | | | 119,155 | | | 119,155 |
|
| |
| |
| |
| |
|
| $ | 114 | | $ | 124,929 | | $ | 124,929 | | $ | 125,043 | | $ | 125,043 |
|
| |
| |
| |
| |
|
Financial liabilities | | | | | | | | | | | | | | |
Unsecured debentures, net | $ | — | | $ | 447,657 | | $ | 467,255 | | $ | 447,657 | | $ | 467,255 |
Cross currency interest rate swaps | | 25,252 | | | — | | | — | | | 25,252 | | | 25,252 |
Secured long-term debt | | — | | | 96,991 | | | 96,991 | | | 96,991 | | | 96,991 |
Other non-current liabilities | | 12,884 | | | — | | | — | | | 12,884 | | | 12,884 |
Bank indebtedness | | — | | | 19,376 | | | 19,376 | | | 19,376 | | | 19,376 |
Accounts payable and accrued liabilities | | 932 | (6) | | 38,083 | | | 38,083 | | | 39,015 | | | 39,015 |
Distributions payable | | — | | | 9,027 | | | 9,027 | | | 9,027 | | | 9,027 |
|
| |
| |
| |
| |
|
| $ | 39,068 | | $ | 611,134 | | $ | 630,732 | | $ | 650,202 | | $ | 669,800 |
|
| |
| |
| |
| |
|
- (3)
- Interest rate caps included in other assets.
- (4)
- Long-term receivables included in other assets.
- (5)
- Foreign exchange forward contracts included in prepaid expenses.
- (6)
- Foreign exchange forward contracts included in accounts payable and accrued liabilities.
The fair values of the Trust's accounts receivable, cash and cash equivalents, restricted cash, 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 values of other non-current liabilities approximates the carrying value as they are revalued at each reporting date. The fair values of the unsecured debentures are determined using quoted market prices. The fair values of the cross currency interest rate swaps are determined using market inputs quoted by their counterparties.
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, 2016, the Trust held 13 outstanding foreign exchange forward contracts (December 31, 2015 — nine contracts outstanding). The foreign exchange contracts are comprised of nine contracts to purchase $28.8 million and sell €19.5 million, three contracts to purchase US$ 11.2 million and sell €10.5 million and one contract to purchase US$ 8.0 million and sell $10.6 million. For the year ended December 31, 2016, the Trust recorded a net fair value gain of $2.4 million (2015 — net fair value loss of $1.4 million) on these outstanding foreign exchange forward contracts (note 13(d)).
During the year ended December 31, 2016, the Trust repaid the mortgages outstanding and terminated the interest rate caps used to hedge the interest rate risk associated with these mortgages (note 6). The interest rate caps had not been designated and the Trust did not employ hedge accounting for these instruments.
76 Granite REIT 2016
- (b)
- Fair Value Hierarchy
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, 2016
| | Level 1
| | Level 2
| | Level 3
|
---|
ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE | | | | | | | | | |
Assets measured at fair value | | | | | | | | | |
Investment properties | | $ | — | | $ | — | | $ | 2,653,095 |
Foreign exchange forward contracts included in prepaid expenses and other | | | — | | | 1,486 | | | — |
Liabilities measured or disclosed at fair value | | | | | | | | | |
Unsecured debentures, net | | | 658,325 | | | — | | | — |
Cross currency interest rate swaps | | | — | | | 10,641 | | | — |
Other non-current liability | | | — | | | — | | | 7,777 |
| |
| |
| |
|
Net assets (liabilities) measured at fair value | | $ | (658,325 | ) | $ | (9,155 | ) | $ | 2,645,318 |
| |
| |
| |
|
As at December 31, 2015
| | Level 1
| | Level 2
| | Level 3
|
---|
ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE | | | | | | | | | |
Assets measured at fair value | | | | | | | | | |
Investment properties | | $ | — | | $ | — | | $ | 2,592,386 |
Interest rate caps included in other assets | | | — | | | 90 | | | — |
Foreign exchange forward contracts included in prepaid expenses and other | | | — | | | 24 | | | — |
Liabilities measured or disclosed at fair value | | | | | | | | | |
Unsecured debentures, net | | | 467,255 | | | — | | | — |
Cross currency interest rate swaps | | | — | | | 25,252 | | | — |
Other non-current liabilities | | | — | | | — | | | 12,884 |
Secured long-term debt | | | — | | | 96,991 | | | — |
Bank indebtedness | | | — | | | 19,376 | | | — |
Foreign exchange forward contracts included in accounts payable and accrued liabilities | | | — | | | 932 | | | — |
| |
| |
| |
|
Net assets (liabilities) measured at fair value | | $ | (467,255 | ) | $ | (142,437 | ) | $ | 2,579,502 |
| |
| |
| |
|
Granite REIT 2016 77
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, 2016 and 2015, there were no transfers between the levels.
Refer to note 3, 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 7, Other Non-Current Liabilities, for a description of the valuation techniques used in the fair value measurement of non-current liabilities in Level 3.
- (c)
- Risk Management
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:
- (i)
- Credit risk
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 BBB (based on Standard & Poor's ("S&P") rating scale) or A3 (based on Moody's Investor Services' ("Moody's") 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 78% of the Trust's rental revenue. Although its operating subsidiaries are not individually rated, Magna International Inc. has an investment grade credit rating from Moody's, 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.
- (ii)
- Interest rate risk
As at December 31, 2016, the Trust's exposure to interest rate risk is limited. All of the Trust's debt consists of fixed rate debt in the form of the 2021 Debentures and the 2023 Debentures. These debentures, after taking into account the related cross currency interest rate swaps, have effective fixed interest rates of 2.68% and 2.43%, respectively. As a result, none of the Trust's debt is exposed to variable interest rate risk.
- (iii)
- Foreign exchange risk
As at December 31, 2016, the Trust is exposed to foreign exchange risk primarily in respect of movements in the euro and the US 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, 2016, the Trust's foreign currency denominated net assets are $1.4 billion primarily in US dollars and euros. A 1% change in the US dollar and euro exchange rates relative to the Canadian dollar will result in a gain or loss of approximately $5.0 million and $8.9 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,
78 Granite REIT 2016
2016, a 1% change in the US dollar and euro exchange rates relative to the Canadian dollar would have impacted rental income and tenant recoveries by approximately $0.6 million and $1.0 million, respectively.
For the year ended December 31, 2016, the Trust designated its cross currency interest rate swaps relating to the $650.0 million of unsecured debentures as hedges of its net investment in the European operations (note 5(d)).
- (iv)
- Liquidity risk
Liquidity risk is the risk the Trust will encounter difficulties in meeting its financial obligations as they become due. The Trust may also be subject to the risks associated with debt financing, including the risks that the 2021 Debentures, 2023 Debentures and Credit Facility may 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, staggering its debt maturity profile and maintaining investment grade credit ratings. In addition, the Declaration of Trust establishes certain debt ratio limits.
The contractual maturities of the Trust's financial liabilities are summarized below:
(in thousands)
| |
| | Payments due by year
|
---|
As at December 31, 2016
| |
|
---|
| Total
| | 2017
| | 2018
| | 2019
| | 2020
| | 2021
| | Thereafter
|
---|
Unsecured debentures | | $ | 650,000 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 250,000 | | $ | 400,000 |
Cross currency interest rate swaps | | | 10,641 | | | — | | | — | | | — | | | — | | | 443 | | | 10,198 |
Interest payments(1): | | | | | | | | | | | | | | | | | | | | | |
| Unsecured debentures, net of cross currency interest rate swap savings | | | 99,126 | | | 15,554 | | | 16,088 | | | 16,088 | | | 16,088 | | | 16,088 | | | 19,220 |
Tenant allowance payable | | | 8,501 | | | — | | | 8,501 | | | — | | | — | | | — | | | — |
Accounts payable and accrued liabilities | | | 31,465 | | | 30,851 | | | 531 | | | 83 | | | — | | | — | | | — |
Distributions payable | | | 10,226 | | | 10,226 | | | — | | | — | | | — | | | — | | | — |
| |
| |
| |
| |
| |
| |
| |
|
| | $ | 809,959 | | $ | 56,631 | | $ | 25,120 | | $ | 16,171 | | $ | 16,088 | | $ | 266,531 | | $ | 429,418 |
| |
| |
| |
| |
| |
| |
| |
|
- (1)
- Represents aggregate interest expense expected to be paid over the term of the debt, on an undiscounted basis, based on current interest and foreign exchange rates.
17. 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,
| | 2016
| | 2015
|
---|
Unsecured debentures, net | | $ | 646,768 | | $ | 447,657 |
Cross currency interest rate swaps | | | 10,641 | | | 25,252 |
Secured long-term debt | | | — | | | 96,991 |
Bank indebtedness | | | — | | | 19,376 |
| |
| |
|
Total debt | | | 657,409 | | | 589,276 |
Stapled unitholders' equity | | | 1,948,207 | | | 1,849,031 |
| |
| |
|
Total managed capital | | $ | 2,605,616 | | $ | 2,438,307 |
| |
| |
|
Granite REIT 2016 79
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:
- •
- Compliance with investment and debt restrictions pursuant to the Declaration of Trust;
- •
- Compliance with existing debt covenants;
- •
- Maintaining investment grade credit ratings;
- •
- Supporting the Trust's business strategies including: ongoing operations, property development and acquisitions;
- •
- Generating stable and growing cash distributions; and
- •
- Building long-term unitholder value.
The Declaration of Trust contains certain provisions with respect to capital management which include:
- •
- The Trust shall not incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total indebtedness of the Trust would be more than 65% of the Gross Book Value (as defined in the Declaration of Trust); and
- •
- The Trust shall not invest in raw land for development, except for (i) existing properties with additional development, (ii) the purpose of renovating or expanding existing properties or (iii) the development of new properties, provided that the aggregate cost of the investments of the Trust in raw land, after giving effect to the proposed investment, will not exceed 15% of Gross Book Value.
At December 31, 2016, the Trust's consolidated debt consists of the 2021 Debentures and the 2023 Debentures which have various financial covenants. These covenants are defined within the trust indenture and include a total indebtedness ratio, an interest coverage ratio, an unencumbered asset ratio and a minimum equity threshold. The Trust monitors these provisions and covenants and was in compliance with their respective requirements as at December 31, 2016.
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 2016, the Trust provided to its unitholders a monthly distribution of $0.192 per stapled unit for January and February, a monthly distribution of $0.203 per stapled unit from March to November and a monthly distribution of $0.217 per stapled unit for the month of December. The Board determined these distribution levels having considered, among other factors, estimated 2016 and 2017 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.
18. RELATED PARTY TRANSACTIONS
For the year ended December 31, 2016, key management personnel include the Trustees/Directors, the Chief Executive Officer, the Chief Operating Officer and the Chief Financial Officer. For the year ended December 31, 2015, key management personnel included the Trustees/Directors, the Interim Chief Executive Officer and Chief Financial Officer and the former Chief Executive Officer. Information with respect to the Trustees'/Directors' fees is included in notes 11(b) and 13(b).The compensation paid or payable to the Trust's key management personnel as noted above for services was as follows:
Years ended December 31,
| | 2016
| | 2015
| |
---|
Salaries, incentives, short-term benefits and severance | | $ | 2,645 | | $ | 4,857 | |
Unit-based compensation expense (recovery) including fair value adjustments | | | 761 | | | (1,496 | ) |
| |
| |
| |
| | $ | 3,406 | | $ | 3,361 | |
| |
| |
| |
For the year ended December 31, 2015, salaries, incentives, short-term benefits and severance included $3.5 million of severance expense associated with the departure of Granite's former Chief Executive Officer.
80 Granite REIT 2016
Accounts payable and accrued liabilities at December 31, 2016 included $0.4 million (December 31, 2015 — $2.1 million) of the remaining severance payable. For the year ended December 31, 2015, included in the unit-based compensation recovery of $1.5 million was a $1.7 million recovery from the surrender of the former Chief Executive Officer's stapled units.
19. 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, 2016
|
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
|
---|
ASSETS | | | | | | | | | | |
Non-current assets: | | | | | | | | | | |
Investment properties | | $ | 2,653,095 | | | | | | $ | 2,653,095 |
Investment in Granite LP | | | — | | 8 | | (8 | ) | | — |
Other non-current assets | | | 7,888 | | | | | | | 7,888 |
| |
| |
| |
| |
|
| | | 2,660,983 | | 8 | | (8 | ) | | 2,660,983 |
Current assets: | | | | | | | | | | |
Other current assets | | | 4,392 | | 52 | | | | | 4,444 |
Intercompany receivable(1) | | | — | | 8,029 | | (8,029 | ) | | — |
Cash and cash equivalents | | | 246,182 | | 33 | | | | | 246,215 |
| |
| |
| |
| |
|
Total assets | | $ | 2,911,557 | | 8,122 | | (8,037 | ) | $ | 2,911,642 |
| |
| |
| |
| |
|
LIABILITIES AND EQUITY | | | | | | | | | | |
Non-current liabilities: | | | | | | | | | | |
Unsecured debentures, net | | $ | 646,768 | | | | | | $ | 646,768 |
Other non-current liabilities | | | 256,669 | | | | | | | 256,669 |
| |
| |
| |
| |
|
| | | 903,437 | | | | | | | 903,437 |
Current liabilities: | | | | | | | | | | |
Intercompany payable(1) | | | 8,029 | | | | (8,029 | ) | | — |
Other current liabilities | | | 50,355 | | 8,114 | | | | | 58,469 |
| |
| |
| |
| |
|
Total liabilities | | | 961,821 | | 8,114 | | (8,029 | ) | | 961,906 |
| |
| |
| |
| |
|
Equity: | | | | | | | | | | |
Stapled unitholders' equity | | | 1,948,199 | | 8 | | | | | 1,948,207 |
Non-controlling interests | | | 1,537 | | | | (8 | ) | | 1,529 |
| |
| |
| |
| |
|
Total liabilities and equity | | $ | 2,911,557 | | 8,122 | | (8,037 | ) | $ | 2,911,642 |
| |
| |
| |
| |
|
- (1)
- Represents employee and trustee/director compensation related amounts which will be reimbursed by Granite LP.
Granite REIT 2016 81
Balance Sheet
| | As at December 31, 2015
|
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
|
---|
ASSETS | | | | | | | | | | |
Non-current assets: | | | | | | | | | | |
Investment properties | | $ | 2,592,386 | | | | | | $ | 2,592,386 |
Investment in Granite LP | | | — | | 5 | | (5 | ) | | — |
Other non-current assets | | | 10,602 | | | | | | | 10,602 |
| |
| |
| |
| |
|
| | | 2,602,988 | | 5 | | (5 | ) | | 2,602,988 |
Current assets: | | | | | | | | | | |
Other current assets | | | 9,645 | | 49 | | | | | 9,694 |
Intercompany receivable(1) | | | — | | 8,910 | | (8,910 | ) | | — |
Cash and cash equivalents | | | 119,000 | | 155 | | | | | 119,155 |
| |
| |
| |
| |
|
Total assets | | $ | 2,731,633 | | 9,119 | | (8,915 | ) | $ | 2,731,837 |
| |
| |
| |
| |
|
LIABILITIES AND EQUITY | | | | | | | | | | |
Non-current liabilities: | | | | | | | | | | |
Unsecured debentures, net | | $ | 447,657 | | | | | | $ | 447,657 |
Other non-current liabilities | | | 322,219 | | | | | | | 322,219 |
| |
| |
| |
| |
|
| | | 769,876 | | | | | | | 769,876 |
Current liabilities: | | | | | | | | | | |
Bank indebtedness | | | 19,376 | | | | | | | 19,376 |
Intercompany payable(1) | | | 8,910 | | | | (8,910 | ) | | — |
Other current liabilities | | | 74,684 | | 9,114 | | | | | 83,798 |
| |
| |
| |
| |
|
Total liabilities | | | 872,846 | | 9,114 | | (8,910 | ) | | 873,050 |
| |
| |
| |
| |
|
Equity: | | | | | | | | | | |
Stapled unitholders' equity | | | 1,849,026 | | 5 | | | | | 1,849,031 |
Non-controlling interests | | | 9,761 | | | | (5 | ) | | 9,756 |
| |
| |
| |
| |
|
Total liabilities and equity | | $ | 2,731,633 | | 9,119 | | (8,915 | ) | $ | 2,731,837 |
| |
| |
| |
| |
|
- (1)
- Represents employee and trustee/director compensation related amounts which will be reimbursed by Granite LP.
82 Granite REIT 2016
Income Statement
| | Year Ended December 31, 2016
| |
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
| |
---|
Revenues | | $ | 223,401 | | | | | | $ | 223,401 | |
General and administrative expenses | | | 27,960 | | | | | | | 27,960 | |
Interest expense and other financing costs, net | | | 19,587 | | | | | | | 19,587 | |
Early redemption costs of unsecured debentures | | | 11,920 | | | | | | | 11,920 | |
Other costs and expenses, net | | | 7,971 | | | | | | | 7,971 | |
Share of (income) loss of Granite LP | | | — | | (3 | ) | 3 | | | — | |
Fair value gains on investment properties, net | | | (175,924 | ) | | | | | | (175,924 | ) |
Fair value losses on financial instruments | | | 1,150 | | | | | | | 1,150 | |
Loss on sale of investment properties | | | 2,420 | | | | | | | 2,420 | |
| |
| |
| |
| |
| |
Income before income taxes | | | 328,317 | | 3 | | (3 | ) | | 328,317 | |
Income tax expense | | | 47,625 | | | | | | | 47,625 | |
| |
| |
| |
| |
| |
Net income | | | 280,692 | | 3 | | (3 | ) | | 280,692 | |
| |
| |
| |
| |
| |
Less net income attributable to non-controlling interests | | | 1,370 | | | | (3 | ) | | 1,367 | |
| |
| |
| |
| |
| |
Net income attributable to stapled unitholders | | $ | 279,322 | | 3 | | — | | $ | 279,325 | |
| |
| |
| |
| |
| |
Income Statement
| | Year Ended December 31, 2015
| |
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
| |
---|
Revenues | | $ | 216,299 | | | | | | $ | 216,299 | |
General and administrative expenses | | | 28,317 | | | | | | | 28,317 | |
Interest expense and other financing costs, net | | | 18,746 | | | | | | | 18,746 | |
Other costs and expenses, net | | | 7,449 | | | | | | | 7,449 | |
Share of (income) loss of Granite LP | | | — | | (2 | ) | 2 | | | — | |
Fair value gains on investment properties, net | | | (73,082 | ) | | | | | | (73,082 | ) |
Fair value losses on financial instruments | | | 1,760 | | | | | | | 1,760 | |
Loss on sale of investment properties | | | 1,413 | | | | | | | 1,413 | |
| |
| |
| |
| |
| |
Income before income taxes | | | 231,696 | | 2 | | (2 | ) | | 231,696 | |
Income tax expense | | | 36,156 | | | | | | | 36,156 | |
| |
| |
| |
| |
| |
Net income | | | 195,540 | | 2 | | (2 | ) | | 195,540 | |
| |
| |
| |
| |
| |
Less net income attributable to non-controlling interests | | | 2,208 | | | | (2 | ) | | 2,206 | |
| |
| |
| |
| |
| |
Net income attributable to stapled unitholders | | $ | 193,332 | | 2 | | — | | $ | 193,334 | |
| |
| |
| |
| |
| |
Granite REIT 2016 83
Statement of Cash Flows
| | Year Ended December 31, 2016
| |
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
| |
---|
OPERATING ACTIVITIES | | | | | | | | | | | |
Net income | | $ | 280,692 | | 3 | | (3 | ) | $ | 280,692 | |
Items not involving current cash flows | | | (121,864 | ) | (3 | ) | 3 | | | (121,864 | ) |
Changes in working capital balances | | | 81 | | (122 | ) | — | | | (41 | ) |
Other operating activities | | | 1,204 | | | | | | | 1,204 | |
| |
| |
| |
| |
| |
Cash provided by (used in) operating activities | | | 160,113 | | (122 | ) | — | | | 159,991 | |
| |
| |
| |
| |
| |
INVESTING ACTIVITIES | | | | | | | | | | | |
Investment property capital additions | | | | | | | | | | | |
— Maintenance or improvements | | | (2,063 | ) | | | | | | (2,063 | ) |
— Developments or expansions | | | (17,221 | ) | | | | | | (17,221 | ) |
Other investing activities | | | 31,063 | | | | | | | 31,063 | |
| |
| |
| |
| |
| |
Cash provided by investing activities | | | 11,779 | | — | | — | | | 11,779 | |
| |
| |
| |
| |
| |
FINANCING ACTIVITIES | | | | | | | | | | | |
Distributions paid | | | (113,095 | ) | | | | | | (113,095 | ) |
Other financing activities | | | 73,134 | | | | | | | 73,134 | |
| |
| |
| |
| |
| |
Cash used in financing activities | | | (39,961 | ) | — | | — | | | (39,961 | ) |
| |
| |
| |
| |
| |
Effect of exchange rate changes | | | (4,749 | ) | | | | | | (4,749 | ) |
| |
| |
| |
| |
| |
Net increase (decrease) in cash and cash equivalents during the year | | $ | 127,182 | | (122 | ) | — | | $ | 127,060 | |
| |
| |
| |
| |
| |
84 Granite REIT 2016
Statement of Cash Flows
| | Year Ended December 31, 2015
| |
---|
| | Granite REIT
| | Granite GP
| | Eliminations/ Adjustments
| | Granite REIT and Granite GP Combined
| |
---|
OPERATING ACTIVITIES | | | | | | | | | | | |
Net income | | $ | 195,540 | | 2 | | (2 | ) | $ | 195,540 | |
Items not involving current cash flows | | | (32,170 | ) | (2 | ) | 2 | | | (32,170 | ) |
Changes in working capital balances | | | 583 | | 82 | | | | | 665 | |
Other operating activities | | | (4,191 | ) | | | | | | (4,191 | ) |
| |
| |
| |
| |
| |
Cash provided by operating activities | | | 159,762 | | 82 | | — | | | 159,844 | |
| |
| |
| |
| |
| |
INVESTING ACTIVITIES | | | | | | | | | | | |
Investment property capital additions | | | | | | | | | | | |
— Maintenance or improvements | | | (2,332 | ) | | | | | | (2,332 | ) |
— Developments or expansions | | | (24,238 | ) | | | | | | (24,238 | ) |
Acquisition of development land | | | (5,990 | ) | | | | | | (5,990 | ) |
Other investing activities | | | 19,498 | | | | | | | 19,498 | |
Cash provided by investing activities from discontinued operations | | | (7,725 | ) | | | | | | (7,725 | ) |
| |
| |
| |
| |
| |
Cash used in investing activities | | | (20,787 | ) | — | | — | | | (20,787 | ) |
| |
| |
| |
| |
| |
FINANCING ACTIVITIES | | | | | | | | | | | |
Distributions paid | | | (108,327 | ) | | | | | | (108,327 | ) |
Other financing activities | | | (35,631 | ) | | | | | | (35,631 | ) |
| |
| |
| |
| |
| |
Cash used in financing activities | | | (143,958 | ) | — | | — | | | (143,958 | ) |
| |
| |
| |
| |
| |
Effect of exchange rate changes | | | 7,823 | | | | | | | 7,823 | |
| |
| |
| |
| |
| |
Net increase in cash and cash equivalents during the year | | $ | 2,840 | | 82 | | — | | $ | 2,922 | |
| |
| |
| |
| |
| |
Granite REIT 2016 85
20. COMMITMENTS AND CONTINGENCIES
- (a)
- In the ordinary course of business activities, the Trust may become subject to litigation and other claims brought by, among others, tenants, suppliers and former employees. Management believes that adequate provisions have been recorded in the accounts where required. Although it is not possible to accurately estimate the extent of potential costs and losses, if any, management believes, but can provide no assurance, that the ultimate resolution of such claims would not have a material effect on the financial position of the Trust.
- (b)
- At December 31, 2016, the Trust's contractual commitments related to construction, development and capital projects amounted to approximately $73.3 million. Contractual commitments of $72.1 million are associated with the Trust's commitment to purchase from Magna certain building expansions which were acquired on January 31, 2017.
- (c)
- At December 31, 2016, the Trust had commitments on non-cancellable operating leases requiring future minimum annual rental payments as follows:
Not later than 1 year | | $ | 450 |
Later than 1 year and not later than 5 years | | | 1,781 |
Later than 5 years | | | 195 |
| |
|
| | $ | 2,426 |
| |
|
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 $46.5 million.
86 Granite REIT 2016
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