Dominion Energy Annual Report 2014

Plain-text annual report

Annual Report 2014 Dream Office REIT D R E A M O F F I C E R E I T 2 0 1 4 A N N U A L R E P O R T Letter to Unitholders In 2014, we remained focused on executing our strategy of improving the quality of our assets, building strong relationships with our tenants, and continually improving the service we provide. Dream Office REIT finished 2014 strong and we are off to a solid start for 2015. Excellent tenant retention and new leasing momentum in the latter part of 2014 have resulted in fourth quarter results that are reflective of the appeal of the Trust’s portfolio. Tenant retention was high at 64% and new leasing activity remained strong, resulting in quarter-over-quarter positive absorption and in-place occupancy increasing by 30 basis points in Q4 2014. Our portfolio continues to perform above the national average. We are keenly focused on engaging tenants in renewal discussions as early as possible, resulting in a strong head start on 2015 and 2016 leasing. We have already addressed over half of our 2015 lease expiries, our strongest pre-leasing performance over the past five years. We’re making more improvements than ever to provide a better tenant experience. We view proactive investment in our buildings as a key strategy to improve tenant retention, attract new tenants and reduce energy costs. For 2015, we will be investing $75 million on upgrades and sustainability initiatives, the largest annual investment ever made by the REIT. We plan to further improve the overall asset quality of our portfolio by disposing of non-core assets. In the fourth quarter of 2014, we undertook a disciplined asset management review of every building in the portfolio and identified the assets that are not core to our business. Our disposition target for 2015 is $300 million, of which approximately 50% is currently on the market. We will use the proceeds of the dispositions to repurchase units under our normal course issuer bid or to invest in higher quality properties. In the latter part of 2014, oil prices, the Canadian dollar and interest rates have declined and provinces are rewriting their outlook for growth. Across the country, we feel the impact of these macro-events to varying degrees. The pace of activity in the office sector in Alberta has slowed somewhat, with tenants, in particular in Calgary and Edmonton, putting their decision- making on hold. Fortunately, the average lease term of our Calgary and Edmonton portfolios is almost four years. Additionally, our average tenant size in each of these markets is small in comparison to the tenancies of a majority of other landlords. With our average tenant size in Calgary and in Edmonton less than 11,000 square feet, our exposure is diversified and, historically, these tenancies have tended to experience higher retention and are generally more sensitive to incurring moving costs. In addition, these tenancies are not typically the targeted customer for new buildings presently under development. In contrast to a somewhat slower economy in Alberta, we continue to see robust activity in both downtown and suburban Toronto. In our Greater Toronto Area portfolio, tour activity in January was up almost 30% over the same time last year, in part due to our marketing initiatives as well as greater activity near the airport including a number of cross-border tenants expanding due to a lower Canadian dollar. We presently estimate our in-place rents to be approximately 8% below market rents. Our two largest markets, downtown Toronto and downtown Calgary, presently have in-place rents of 10% and 15% below market, respectively, providing both the opportunity for growth or a significant buffer, should we see some softening of rental rates. While we continue to operate in a challenging environment, we remain focused on executing our strategy of improving the quality of our assets, building strong relationships with our tenants, and continually improving the service we provide. We are seeing improved tenant retention and some exciting new leasing. I believe that the buildings in our portfolio appeal to tenants and, through the strength of our platform, we will continue to outperform the market. In our history, we’ve never had a better quality portfolio or a stronger balance sheet with embedded opportunities for growth and value creation. I would like to thank you for your continued support and look forward to the upcoming year. P. Jane Gavan Chief Executive Officer March 15, 2015 Portfolio at-a-Glance DECEMBER 31, 2014 2% NORTHWEST TERRITORIES 27% ALBERTA 5% BRITISH COLUMBIA Dream Office REIT owns and operates high-quality, well-located and competitively priced business premises. The portfolio comprises approximately 24.2 million square feet of central business district and suburban office properties located in Canada’s key office markets. 5% SASKATCHEWAN 6% QUÉBEC 52% ONTARIO 1% ATLANTIC CANADA 2% UNITED STATES Geographic Diversification (% of net operating income) Photos: 1. Adelaide Place, Toronto | 2. Gallery Building, Yellowknife | 3. Scotia Plaza, Toronto | 4. IBM Corporate Park, Calgary | 5. 13888 Wireless Way, Richmond, BC 1 $7.0B TOTAL ASSETS 2.9x INTEREST COVERAGE RATIO 2 5 7.8% MARKET RENTS ABOVE IN-PLACE RENTS Diversified, High-Quality Tenants TENANT Bank of Nova Scotia Government of Canada Government of Ontario Bell Canada Government of Québec Telus Enbridge Pipelines Inc. State Street Trust Company Government of Saskatchewan Government of British Columbia OWNED AREA (%) 4.1 5.9 2.8 1.6 2.7 1.2 1.0 1.0 1.4 1.2 GROSS RENTAL REVENUE (%) 7.3 6.1 3.3 1.8 1.7 1.5 1.5 1.4 1.3 1.2 WEIGHTED AVERAGE REMAINING LEASE TERM (years) 9.7 3.1 4.6 3.3 12.2 2.1 4.1 7.3 2.2 4.6 Adjusted Funds from Operations (“AFFO”) (per unit) Net Operating Income Breakdown (Q4/2014) $2.60 $2.50 $2.40 $2.30 $2.20 $2.10 $2.00 $1.90 $2.52 28% SUBURBAN OFFICE 72% CENTRAL BUSINESS DISTRICT 2010 2011 2012 2013 2014 3 4  Payout Ratio  AFFO/Unit  Payout Ratio  AFFO/Unit 86.6% 93% OCCUPANCY 2,200+ TENANTS 5.0 AVERAGE REMAINING LEASE TERM (years) 47.5% LEVEL OF DEBT 0.21 0.20 0.19 0.18 0.17 0.16 0.15 Q4-12 Q1-13 2 Table of Contents Management’s discussion and analysis 1 Management’s responsibility for the consolidated financial statements Independent auditor’s report Consolidated financial statements 79 80 81 Notes to the consolidated financial statements 85 Trustees IBC Corporate information IBC 1 3 4 Photos: 1. Barclay Centre, Calgary 2. 55 King Street West, Kitchener 3. 700 de la Gauchetière, Montréal 4. 720 Bay Street, Toronto Management’s discussion and analysis (All dollar amounts in our tables are presented in thousands, except for rental rates, unit and per unit amounts) SECTION I – FINANCIAL HIGHLIGHTS AND OBJECTIVES FINANCIAL OVERVIEW Total adjusted funds from operations (“AFFO”) for the year ended December 31, 2014 was $273.1 million, an increase of $11.3 million, or 4.3%, over the prior year (AFFO for the quarter was $68.6 million, an increase of $1.6 million, or 2.4%, over the prior year comparative quarter). AFFO on a per unit basis for the year ended December 31, 2014 increased to $2.52 from $2.47 over the prior year, an increase of 2.0% (AFFO on a per unit basis for the quarter increased to $0.63 from $0.62 over the prior year comparative quarter, an increase of 1.6%). Total funds from operations (“FFO”) for the year ended December 31, 2014 was $312.8 million, an increase of $6.6 million, or 2.1%, over the prior year (FFO for the quarter was $78.1 million, a marginal decline of $0.1 million, or 0.1%, over the prior year comparative quarter). Diluted FFO on a per unit basis for the year ended December 31, 2014 remained flat at $2.87 when compared to the prior year (diluted FFO on a per unit basis decreased to $0.71 from $0.72 over the prior year comparative quarter). The increase in basic AFFO per unit over the prior year and prior year comparative quarter resulted from: • 0.5% and 0.7% growth in comparative properties net operating income (“NOI”) over the prior year and prior year comparative quarter, respectively; Incremental increase in AFFO from our investment in Dream Industrial REIT; • • A full year of NOI from accretive acquisitions completed in 2013; and • Interest rate savings upon refinancing of maturing debt; Offset by: • Dispositions completed during 2014. The decrease in diluted FFO per unit over the prior year comparative quarter primarily resulted from the favourable points noted above, offset by the write-‐off of straight-‐line rent due to early lease terminations during 2014 and dispositions completed during 2014. For the year ended December 31, 2014, NOI from comparative properties increased over the prior year by $2.2 million, or 0.5% (NOI from comparative properties increased by $0.7 million, or 0.7%, over the prior year comparative quarter). The increase was mainly driven by higher rental rates achieved on new leasing completed during the quarter and over the past year, and the benefit of step rents, offset by lower occupancy on an overall basis. NOI from comparative properties decreased over the prior quarter by $0.3 million, or 0.2%, mainly due to a tenant in Calgary downtown that vacated approximately 100,000 square feet during the previous quarter. As at December 31, 2014, overall in-‐place occupancy is up 30 basis points (“bps”) to 91.4%, when compared to the prior quarter. This is mainly driven by our largest market, Toronto downtown, with a 90 bps increase, Eastern Canada with a 70 bps increase, and occupancy gains in all other regions, except for Calgary downtown and Toronto suburban. As at December 31, 2014, overall occupancy, including future commitments on vacant space, remained unchanged at 93.0%, with all regions remaining steady with the exception of Calgary suburban, which experienced a 200 bps increase while Calgary downtown declined by 140 bps. When compared to the prior year, overall occupancy and in-‐place occupancy, including future commitments on vacant space, were down 130 bps over the prior year. There were declines in all regions, with the exception of Toronto downtown, which is our largest market and had posted a 50 bps increase, as well as Calgary suburban and Eastern Canada, where occupancy increased 250 bps and 70 bps, respectively. Despite the overall decline in occupancy when compared to the prior year, the Trust is still well above the industry average of 89.3% (CBRE, Canadian Market Statistics, Fourth Quarter 2014). Dream Office REIT 2014 Annual Report | 1 Average in-‐place net rents continue to increase in most regions across our portfolio as we bring rents to market upon lease renewal. We ended the quarter with an average in-‐place net rent of $18.22 per square foot, representing a $0.39 per square foot, or 2.2%, increase over Q4 2013 and $0.01 per square foot, or 0.1%, increase over Q3 2014. Estimated average market rents remain approximately 8% above average in-‐place net rents. We ended another quarter with continuing stable debt metrics. Our net debt-‐to-‐gross book value ratio remained low at 47.5%. Our weighted average face rate of interest was 4.18%, our interest coverage ratio remained solid at 2.9 times, our net average debt-‐to-‐EBITDFV was at 7.8 years and our pool of unencumbered assets remains at approximately $796 million. During the quarter, we refinanced the Adelaide Place mortgage for $200 million at a fixed face rate of 3.59% per annum for a ten-‐year term. During the year, the Trust purchased for cancellation 832,200 REIT A Units under the normal course issuer bid at an average price of $25.14 per unit (excluding transaction costs) and a total cost of approximately $20.9 million. Subsequent to year-‐end, the Trust purchased an additional 835,000 REIT A Units at an average price of $26.76 per unit and a total cost of approximately $22.3 million. Dream Office REIT 2014 Annual Report | 2 KEY PERFORMANCE INDICATORS Performance is measured by these and other key indicators: Portfolio Number of properties Gross leasable area (“GLA”)(1) Occupancy rate – including committed (period-‐end)(2) Occupancy rate – in-‐place (period-‐end)(2) Average in-‐place net rent per square foot (period-‐end)(2) Market rent/average in-‐place net rent (%) December 31, September 30, December 31, 2014 2014 2013 As at 177 24,223 93.0% 91.4% 18.22 7.8% $ 177 24,219 93.0% 91.1% 18.21 8.2% $ 186 24,562 94.3% 92.7% 17.83 8.9% $ Operating results Investment properties revenue(3) NOI(4) Comparative properties NOI(4) FFO(5) AFFO(6) Distributions Declared distributions DRIP participation ratio (for the period) Per unit amounts(7) Distribution rate Basic: FFO(5) AFFO(6) Diluted: FFO(5) Payout ratio (%): FFO (basic) AFFO (basic) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 $ $ 205,186 114,164 105,815 78,149 68,570 $ 208,418 114,873 105,119 78,242 66,984 $ 817,995 458,844 423,937 312,829 273,060 800,531 447,387 421,742 306,247 261,776 $ 62,622 29% $ 59,989 24% $ 242,220 26% $ 235,751 21% $ 0.56 $ 0.56 $ 2.24 $ 0.72 0.63 0.71 78% 89% 0.72 0.62 0.72 78% 90% 2.88 2.52 2.87 78% 89% 2.23 2.88 2.47 2.87 77% 90% As at December 31, September 30, December 31, 2014 2014 2013 Financing Weighted average effective interest rate on debt (year-‐end) Weighted average face rate of interest on debt (year-‐end) Interest coverage ratio (times)(8) Net average debt-‐to-‐EBITDFV (years)(8) Net debt-‐to-‐adjusted EBITDFV (years)(8) Level of debt (net debt-‐to-‐gross book value)(8) Level of debt (net secured debt-‐to-‐gross book value)(8) Debt – average term to maturity (years) Unencumbered assets Unsecured convertible and non-‐convertible debentures (1) In thousands of square feet and excludes redevelopment properties and assets held for sale. (2) Includes investments in joint ventures and excludes redevelopment properties and assets held for sale. (3) On a non-‐GAAP basis as revenue includes investments in joint ventures. $ $ 4.15% 4.18% 2.9 7.8 7.9 47.5% 40.4% 4.4 796,000 $ 533,860 $ 4.20% 4.21% 2.9 7.8 7.8 46.9% 39.9% 4.2 794,000 533,795 $ $ 4.18% 4.22% 2.9 8.0 8.0 47.6% 42.5% 4.6 622,000 385,532 Dream Office REIT 2014 Annual Report | 3 (4) NOI (non-‐GAAP measure) is deﬁned as total of net rental income, including the share of net rental income from investment in joint ventures and property management income, excluding net rental income from properties sold and assets held for sale. The reconciliation of NOI to net rental income can be found in the section “Our results of operations” under the heading “Net operating income”. (5) FFO (non-‐GAAP measure) – The reconciliation of FFO to net income can be found in the section “Our results of operations” under the heading “Funds from operations and adjusted funds from operations”. (6) AFFO (non-‐GAAP measure) – The reconciliation of AFFO to cash flow from operations can be found in the section “Non-‐GAAP measures and other disclosures” under the heading “Cash generated from operating activities to AFFO”. (7) A description of the determination of basic and diluted amounts per unit can be found in the section “Non-‐GAAP measures and other disclosures” under the heading “Weighted average number of units”. (8) The calculation of the following non-‐GAAP measures – interest coverage ratio, net average debt-‐to-‐EBITDFV, net debt-‐to-‐adjusted EBITDFV and levels of debt – are included in the section “Non-‐GAAP measures and other disclosures”. BASIS OF PRESENTATION Our discussion and analysis of the ﬁnancial position and results of operations of Dream Office Real Estate Investment Trust (“Dream Office REIT” or the “Trust”), formerly known as Dundee REIT, should be read in conjunction with the audited consolidated ﬁnancial statements for the year ended December 31, 2014. Unless otherwise indicated, our discussion of assets, liabilities, revenue and expenses includes our investment in joint ventures, which are equity accounted at our proportionate share of assets, liabilities, revenue and expenses. This management’s discussion and analysis (“MD&A”) is dated as at February 19, 2015. For simplicity, throughout this discussion we may make reference to the following: • • • • “REIT A Units”, meaning the REIT Units, Series A “REIT B Units”, meaning the REIT Units, Series B “REIT Units”, meaning the REIT Units, Series A, and REIT Units, Series B “LP B Units” and “subsidiary redeemable units”, meaning the LP Class B Units, Series 1, limited partnership units of Dream Office LP (formerly known as Dundee Properties Limited Partnership) Certain market information has been obtained from CBRE, Canadian Market Statistics, Fourth Quarter 2014, a publication prepared by a commercial ﬁrm that provides information relating to the real estate industry. Although we believe this information is reliable, its accuracy and completeness is not guaranteed. We have not independently veriﬁed this information and make no representation as to its accuracy. When we use terms such as “we”, “us” and “our”, we are referring to the Dream Office REIT and its subsidiaries. Market rents disclosed throughout the MD&A are management’s estimates and are based on current period leasing fundamentals. The current estimated market rents are at a point in time and are subject to change based on future market conditions. In addition, certain disclosure incorporated by reference into this report includes information regarding our largest tenants that has been obtained from publicly available information. We have not independently verified any such information. Certain information herein contains or incorporates comments that constitute forward-‐looking information within the meaning of applicable securities legislation. Forward-‐looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond Dream Office REIT’s control, which could cause actual results to differ materially from those disclosed in or implied by such forward-‐looking information. These risks and uncertainties include, but are not limited to, general and local economic and business conditions; the ﬁnancial condition of tenants; our ability to reﬁnance maturing debt; leasing risks, including those associated with the ability to lease vacant space; our ability to source and complete accretive acquisitions; and interest rates. Dream Office REIT 2014 Annual Report | 4 Although the forward-‐looking statements contained in this MD&A are based on what we believe are reasonable assumptions, there can be no assurance that actual results will be consistent with these forward-‐looking statements. Forward-‐looking information is disclosed in this MD&A as part of Our Results of Operations under the heading “Adjusted funds from operations”. Factors that could cause actual results to differ materially from those set forth in the forward-‐looking statements and information include, but are not limited to, general economic conditions; local real estate conditions, including the development of properties in close proximity to the Trust’s properties; timely leasing of vacant space and re-‐leasing of occupied space upon expiration; dependence on tenants’ ﬁnancial condition; the uncertainties of acquisition activity; the ability to effectively integrate acquisitions; interest rates; availability of equity and debt ﬁnancing; our continued compliance with the real estate investment trust (“REIT”) exception under the specified investment flow-‐through trust (“SIFT”) legislation; and other risks and factors described from time to time in the documents ﬁled by the Trust with securities regulators. All forward-‐looking information is as of February 19, 2015. Dream Office REIT does not undertake to update any such forward-‐ looking information whether as a result of new information, future events or otherwise, except as required by applicable law. Additional information about these assumptions, risks and uncertainties is contained in our ﬁlings with securities regulators, including our latest Annual Information Form. Certain ﬁlings are also available on our website at www.dreamofficereit.ca. OUR OBJECTIVES We are committed to: • Managing our business to provide stable and growing cash ﬂows and sustainable returns, through adapting our strategy and tactics to changes in the real estate industry and the economy; • Building and maintaining a diversiﬁed, growth-‐oriented portfolio of ofﬁce properties in Canada, based on an established platform; Providing predictable and sustainable cash distributions to unitholders and prudently managing distributions over time; and • • Maintaining a REIT status that satisﬁes the REIT exception under the SIFT legislation in order to provide certainty to unitholders with respect to taxation of distributions. Distributions For the three months ended December 31, 2014, approximately 29% of our total units were enrolled in the Distribution Reinvestment and Unit Purchase Plan (“DRIP”). There is no equivalent program for the REIT B Units (for a description of distributions, refer to the section “Our Equity”). Annualized distribution rate Monthly distribution rate Period-‐end closing unit price Annualized distribution yield on closing unit price (%)(1) 8.9% (1) Annualized distribution yield is calculated as the annualized distribution rate divided by period-‐end closing unit price. $ $ $ 7.7% 8.0% 7.6% 7.8% Q4 2.24 $ 0.187 $ 25.15 $ Q3 2.24 $ 0.187 $ 27.96 $ Q2 2.24 $ 0.187 $ 29.29 $ Q4 2.24 $ 0.187 $ 28.82 $ 2014 Q1 2.24 $ 0.187 $ 29.06 $ Q3 2.24 $ 0.187 $ 29.04 $ Q2 2.24 $ 0.187 $ 32.64 $ 2013 Q1 2.20 0.183 36.65 7.7% 6.9% 6.0% Dream Office REIT 2014 Annual Report | 5 OUR STRATEGY Dream Office REIT’s core strategy is to invest in ofﬁce properties in key markets across Canada, providing a solid platform for stable and growing cash ﬂows. We are the largest pure-‐play office REIT in Canada. The majority of our portfolio comprises central business district ofﬁce properties concentrated in nine of Canada’s top ten ofﬁce markets. The execution of our strategy is continuously reviewed, including acquisitions and dispositions, our capital structure and our analysis of current economic conditions. Our executive team is experienced, knowledgeable and highly motivated to continue to increase the value of our portfolio and provide stable, reliable and growing returns for our unitholders. Dream Office REIT’s methodology to execute its strategy and to meet its objectives includes: Investing in high-‐quality ofﬁce properties Dream Office REIT has an established presence in key urban markets across Canada. Our portfolio comprises high-‐quality office properties that are well-‐located and attractively priced and produce consistent cash ﬂow. When considering acquisition opportunities, we look for quality tenancies, strong occupancy, the appeal of the property to future tenants, how it complements our existing portfolio and how we can create additional value. Optimizing the performance, value and cash ﬂow of our portfolio We manage our properties to optimize long-‐term cash ﬂow and value. With a fully internalized property manager, we offer a strong team of highly experienced real estate professionals who are focused on achieving more from our assets. Occupancy rates across our portfolio have remained steady and strong for a number of years and have been consistently above the national average. We view this as compelling evidence of the appeal of our properties and our ability to meet and exceed tenant expectations. Dream Office REIT has a proven ability to identify and execute value-‐add opportunities. Diversifying our portfolio to mitigate risk Since the credit crisis in 2009, we have carefully repositioned our portfolio through a significant number of accretive, high-‐ quality acquisitions. In addition to expanding and diversifying our geographic footprint across the country, the acquisitions have served to enhance the stability of our business, diversifying and strengthening the quality of our revenue stream and increasing cash ﬂow. Our existing tenant base is well diversified, representing a number of industries and different space requirements, and offers strong financial covenants. Our lease maturity profile is well staggered over the next ten years. We will continue to pursue opportunities for growth but only when it enhances our overall portfolio, further improves the sustainability of our distributions, strengthens our tenant proﬁle and mitigates risk. We have experience in each of Canada’s key markets and have the ﬂexibility to pursue acquisitions in whichever markets offer compelling investment opportunities. Maintaining and strengthening our conservative ﬁnancial proﬁle We have always operated our business in a disciplined manner, with a keen eye on ﬁnancial analysis and balance sheet management to ensure that we maintain a prudent capital structure. We continue to generate cash ﬂow sufﬁcient to fund our distributions while maintaining a conservative debt ratio and staggered debt maturities. Identifying opportunities within our portfolio for intensification and alternative uses We look at ways to generate additional revenue and value from our existing buildings through intensification and alternative uses, especially in our downtown buildings where urbanization allows for opportunities to increase revenue in both office and retail space. Investing capital in our portfolio The current leasing environment is challenging and requires us to look for new ways to retain tenants and increase revenue. A key to this strategy is investing capital in our buildings that improves the value and attractiveness to tenants as well as reduces operating costs. By doing so, our tenants will have a better experience at our buildings, leading to improved tenant retention, quicker leasing of available space and realization of higher rental rates. Divesting of non-‐core assets Dream Office REIT has an established presence in key urban markets across Canada. Our portfolio comprises high-‐quality office properties that are well-‐located and attractively priced and produce consistent cash ﬂow. We continuously review our portfolio to identify opportunities to dispose of non-‐core assets, such as those that are special-‐purpose, peripherally located or in declining locations with lower potential for long-‐term income growth. Net proceeds from dispositions could be used to fund improvement initiatives or property acquisitions. Dream Office REIT 2014 Annual Report | 6 OUR PROPERTIES Dream Office REIT provides high-‐quality, well-‐located and reasonably priced business premises. Our portfolio comprises central business district and suburban office properties predominantly located in major urban centres across Canada including Toronto, Calgary, Edmonton, Montréal, Ottawa and Vancouver. At December 31, 2014, our ownership interests included 177 office properties (207 buildings) totalling approximately 24.3 million square feet of GLA, including 24.2 million square feet of office properties and 0.1 million square feet of redevelopment properties and properties held for sale. The occupancy rate across our office portfolio remains high at 93.0% at December 31, 2014, well ahead of the national industry average occupancy rate of 89.3% (CBRE, Canadian Market Statistics, Fourth Quarter 2014). Our occupancy rates include lease commitments for space that is currently being readied for occupancy but for which rent is not yet being recognized. Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada(1) Total(2) December 31, 2014 September 30, 2014 December 31, 2013 Owned GLA (in thousands of sq. ft.) Total 4,806 3,146 757 5,400 4,219 5,895 24,223 % 20 13 3 23 17 24 100 Total 4,803 3,147 758 5,400 4,216 5,895 24,219 % 20 13 3 23 17 24 100 Total 5,101 3,147 813 5,399 4,213 5,889 24,562 % 21 13 3 22 17 24 100 (1) Includes two properties located in the United States. (2) Excludes redevelopment properties and properties held for sale. Dream Office REIT 2014 Annual Report | 7 SECTION II – EXECUTING THE STRATEGY OUR OPERATIONS The following key performance indicators related to our operations inﬂuence the cash generated from operating activities. Performance indicators(1) Occupancy rate – including committed Occupancy rate – in place Average in-‐place net rental rates (per sq. ft.) Tenant maturity proﬁle – average term to maturity (years) (1) Excludes redevelopment properties and properties held for sale. December 31, 2014 93.0% 91.4% 18.22 5.0 $ $ September 30, 2014 93.0% 91.1% 18.21 5.0 $ December 31, 2013 94.3% 92.7% 17.83 5.1 As at December 31, 2014, overall in-‐place occupancy is up 30 bps to 91.4%, when compared to the prior quarter, as our largest market, Toronto downtown, posted approximately 46,200 square feet of positive leasing absorption, representing a 90 bps occupancy increase, and Eastern Canada had 41,100 square feet of positive leasing absorption, representing a 70 bps increase. There were modest occupancy gains made in all other regions except for Calgary downtown and Toronto suburban, with 26,700 square feet and 23,200 square feet of negative absorption, respectively. As at December 31, 2014, overall occupancy, including future commitments on vacant space, is 93.0%, flat when compared to the prior quarter. All regions remained relatively flat with the exception of Calgary suburban, which experienced a 200 bps increase, while Calgary downtown declined by 140 bps. When compared to the prior year, overall occupancy and in-‐place occupancy, including future commitments on vacant space, was down 130 bps over the prior year with declines in all regions except for strong gains in our largest market, Toronto downtown, which posted a 50 bps increase, and Calgary suburban and Eastern Canada, where occupancy increased 250 bps and 70 bps, respectively. Despite the overall decline in occupancy when compared to the prior year, the Trust is still well above the industry average of 89.3% (CBRE, Canadian Market Statistics, Fourth Quarter 2014). (percentage) 2014 2014 2013 2014 2014 2014 2013 Total properties(1) December 31, September 30, December 31, Comparative properties(2) December 31, September 30, Comparative properties(3) December 31, December 31, Office Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total occupancy rate – including 91.7 89.5 89.2 97.3 89.5 94.8 91.7 90.9 87.2 97.0 89.8 94.4 committed 93.0 93.0 93.0 95.3 86.7 96.8 93.7 94.1 94.3 91.7 89.5 89.2 97.3 89.5 94.8 93.0 91.7 90.9 87.2 97.0 89.8 94.4 93.0 91.7 89.5 89.2 97.3 89.5 94.8 93.0 93.2 95.3 86.7 96.8 93.7 94.1 94.4 (1) Excludes redevelopment properties and properties held for sale. (2) Comparative properties include all properties owned by the Trust at September 30, 2014, excluding redevelopment properties, properties sold and properties held for sale. (3) Comparative properties include all properties owned by the Trust at December 31, 2013, excluding redevelopment properties, properties sold and properties held for sale. The table below details the percentage of occupied and committed space for the last eight quarters compared to the national industry average, demonstrating the strength and consistency of our leasing profile to outperform the overall market. (percentage) Ofﬁce(1) National industry average(2) (1) Excludes redevelopment properties and properties held for sale. Q4 93.0 89.3 Q3 93.0 89.7 Q2 94.1 89.6 2014 Q1 94.2 89.7 Q4 94.3 90.3 Q3 94.6 90.9 Q2 94.9 91.3 2013 Q1 94.7 91.5 (2) National industry average occupancy rates obtained from the CBRE, Canadian Market Statistics quarterly reports. Dream Office REIT 2014 Annual Report | 8 Occupancy schedule The following table details the change in occupancy (including committed) for the three months and year ended December 31, 2014: Weighted Three months ended average rate December 31, 2014 in sq. ft.(1) per sq. ft. As a % of total GLA(1) Weighted Year ended average rate December 31, 2014 in sq. ft.(1) per sq. ft. Occupancy (including committed) at beginning of period Vacancy committed for future leases Occupancy in place at beginning of period Occupancy related to disposed properties Remeasurements/reclassifications Occupancy at beginning of period – adjusted Expiries Early terminations and bankruptcies New leases Renewals Occupancy in place – December 31, 2014 Vacancy committed for future leases Occupancy (including committed) – December 31, 2014 $ (16.68) (15.60) 17.39 16.60 (1) Excludes redevelopment properties and properties held for sale. 22,518,232 (443,547) 22,074,685 -‐ 3,178 22,077,863 (819,241) (13,070) 365,677 527,762 22,138,991 382,470 93.0% (1.9)% 91.1% 91.1% (3.4)% $ (0.1)% 1.6% 2.2% 91.4% 1.6% (17.74) (16.53) 18.09 17.93 23,159,804 (386,783) 22,773,021 (321,752) (21,333) 22,429,936 (2,982,822) (145,900) 1,248,005 1,589,772 22,138,991 382,470 22,521,461 93.0% 22,521,461 93.0% As a % of total GLA(1) 94.3% (1.6)% 92.7% 92.6% (12.3)% (0.7)% 5.2% 6.6% 91.4% 1.6% During the quarter, we experienced strong leasing activity which resulted in in-‐place occupancy increasing by 30 bps or approximately 61,100 square feet. The activity was mainly driven by increases in Toronto downtown and Eastern Canada, which accounted for approximately 46,200 square feet and 41,100 square feet, respectively. This was offset with a decrease in occupancy in Calgary downtown and Toronto suburban of 26,700 square feet and 23,000 square feet of negative absorption, respectively. During the quarter, we also had early terminations and bankruptcies totalling 13,100 square feet. Leasing activity included approximately 527,800 square feet of renewals and approximately 365,700 square feet of new leases, offset by approximately 832,300 square feet of lease expiries, early terminations and bankruptcies. At December 31, 2014, vacant space committed for future occupancy was approximately 382,500 square feet, of which approximately 376,400 square feet will take occupancy in 2015. Three months ended Year ended Tenant retention ratio Expiring rents on renewed space (per sq. ft.) Renewal to expiring rent spread (per sq. ft.) December 31, 2014 64.4% 15.19 $ 1.41 $ December 31, 2014 53.3% 16.57 1.36 $ $ For the three months ended December 31, 2014, we experienced a strong tenant retention ratio of over 64%, with renewals completed at $16.60 per square foot compared to expiring rents at $15.19 per square foot, for an increase of $1.41 per square foot, or 9.3%. For the year ended December 31, 2014, our tenant retention ratio was over 50% and we completed renewals at $17.93 per square foot compared to expiring rents at $16.57 per square foot, for an increase of $1.36 per square foot, or 8.2%. Dream Office REIT 2014 Annual Report | 9 In-‐place net rental rates Average in-‐place net rents across our total portfolio at December 31, 2014 increased to $18.22 per square foot from $17.83 per square foot at December 31, 2013, reflecting rent uplifts in all regions except for Calgary downtown. Average in-‐place net rents across our total portfolio at December 31, 2014 was up slightly from $18.21 per square foot at September 30, 2014, mainly driven by higher rents in Calgary suburban and Toronto downtown. We estimate market rents with reference to recent leasing activity and external market data. We believe estimated market rents are approximately 8% higher than our portfolio average in-‐place net rents. December 31, 2014(1) Market rent/ Market rent average in-‐place net rent Average in-‐place net rent September 30, 2014(1) Market rent/ December 31, 2013(1) Market rent/ Average in-‐place Market net rent rent average in-‐place net rent Average in-‐place net rent Market rent Total office portfolio (per square foot) Ofﬁce Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total (per sq. ft.) (per sq. ft.) (%) (per sq. ft.) (per sq. ft.) (%) (per sq. ft.) (per sq. ft.) $ $ 19.80 $ 21.01 24.41 21.28 17.82 17.18 26.36 23.95 14.53 15.02 13.19 12.68 18.22 $ 19.64 6.1 14.7 3.7 10.1 3.4 4.0 7.8 $ $ 19.81 $ 21.37 16.82 23.84 14.48 12.73 18.21 $ 21.08 25.07 18.19 26.10 15.10 13.12 19.70 6.4 17.3 8.1 9.5 4.3 3.1 8.2 $ $ 18.65 $ 21.81 16.31 23.23 14.42 12.52 17.83 $ 20.60 25.65 17.93 25.26 14.79 13.03 19.42 average in-‐place net rent (%) 10.5 17.6 9.9 8.7 2.6 4.1 8.9 (1) Excludes redevelopment properties and properties held for sale. Market rent estimates for occupied space across our total portfolio at December 31, 2014 increased to $19.64 per square foot from $19.42 per square foot in Q4 2013, primarily driven by higher occupancy in our higher rent properties. Market rent estimates for occupied space across our total portfolio at December 31, 2014 decreased $0.06 from $19.70 per square foot in Q3 2014, primarily as a result of decreases in estimates noted in downtown Calgary, where market rents are still approximately 15% above in-‐place net rent. Leasing and tenant proﬁle The average remaining lease term and other portfolio information are detailed in the following table. The portfolio average remaining lease term at December 31, 2014 is 5.0 years and is stable when compared to September 30, 2014 and down slightly from 5.1 years at December 31, 2013, largely reflecting the impact of leases rolling off year-‐over-‐year. Average December 31, 2014(1) Average Average Average remaining tenant in-‐place remaining lease term size net rent lease term (years) 3.7 3.8 3.8 5.8 3.9 6.7 5.0 (sq. ft.) 10,266 $ 10,857 7,067 10,519 11,071 17,941 11,592 $ (per sq. ft.) 19.80 21.28 17.18 23.95 14.53 12.68 18.22 (years) 3.7 3.6 3.5 5.9 3.9 6.9 5.0 September 30, 2014(1) Average Average tenant size in-‐place net rent (sq. ft.) 10,238 $ 10,965 7,187 10,537 11,006 17,871 11,593 $ (per sq. ft.) 19.81 21.37 16.82 23.84 14.48 12.73 18.21 Average remaining lease term (years) 3.8 3.8 3.9 6.3 3.8 7.0 5.1 December 31, 2013(1) Average Average tenant size in-‐place net rent (sq. ft.) 10,043 $ 11,243 6,410 10,491 11,192 17,541 11,461 $ (per sq. ft.) 18.65 21.81 16.31 23.23 14.42 12.52 17.83 Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total (1) Excludes redevelopment properties and properties held for sale. The following table details our lease maturity proﬁle by geographic segment at December 31, 2014. The table distinguishes between lease maturities that have yet to be renewed or re-‐leased and maturities for which we have a leasing commitment. The “Expiries, net of committed occupancy” line in the respective regions should be referenced when considering future leasing risks or opportunities, and the “Vacancy committed for new leases” line in the respective regions should be referenced when considering the impact of leasing activity. Dream Office REIT 2014 Annual Report | 10 Our lease maturity profile remains staggered. Lease expiries (net of committed occupancy) as a percentage of total in-‐place occupancy are 8% for 2015, 13% for 2016, 18% for 2017, 13% for 2018 and 10% for 2019. (in square feet) Western Canada Expiries(1) Expiries committed for occupancy(2) Current monthly/ short-‐term tenancies 2015 2016 2017 2018 2019 2020+ Total (1,184) (553,281) (875,441) (807,274) (794,162) (513,974) (1,163,316) (4,708,632) -‐ 195,948 91,553 3,096 9,431 -‐ -‐ 300,028 Expiries, net of committed renewals (1,184) (357,333) (783,888) (804,178) (784,731) (513,974) (1,163,316) (4,408,604) Vacancies committed for new leases Expiries, net of commitments obtained Calgary downtown Expiries(1) Expiries committed for occupancy(2) Expiries, net of committed renewals Vacancies committed for new leases Expiries, net of commitments obtained Calgary suburban Expiries(1) Expiries committed for occupancy(2) Expiries, net of committed renewals Vacancies committed for new leases Expiries, net of commitments obtained Toronto downtown Expiries(1) Expiries committed for occupancy(2) -‐ 64,208 -‐ -‐ -‐ -‐ -‐ 64,208 (1,184) (293,125) (783,888) (804,178) (784,731) (513,974) (1,163,316) (4,344,396) -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ (354,202) (779,775) (382,935) (422,095) (627,265) (604,293) (3,170,565) 113,508 188,947 43,047 8,270 -‐ -‐ 353,772 (240,694) (590,828) (339,888) (413,825) (627,265) (604,293) (2,816,793) 28,615 -‐ 4,104 -‐ -‐ -‐ 32,719 (212,079) (590,828) (335,784) (413,825) (627,265) (604,293) (2,784,074) (78,824) (111,291) (172,348) (143,317) (49,776) (214,371) (769,927) 17,715 2,717 73,947 -‐ -‐ -‐ 94,379 (61,109) (108,574) (98,401) (143,317) (49,776) (214,371) (675,548) 23,374 -‐ -‐ -‐ -‐ -‐ 23,374 (37,735) (108,574) (98,401) (143,317) (49,776) (214,371) (652,174) (2,496) (548,111) (812,289) (908,716) (652,279) (323,002) (2,547,125) (5,794,018) -‐ 281,513 205,069 11,953 16,420 -‐ 24,813 539,768 Expiries, net of committed renewals (2,496) (266,598) (607,220) (896,763) (635,859) (323,002) (2,522,312) (5,254,250) Vacancies committed for new leases Expiries, net of commitments obtained Toronto suburban Expiries(1) Expiries committed for occupancy(2) -‐ 40,887 -‐ -‐ -‐ -‐ -‐ 40,887 (2,496) (225,711) (607,220) (896,763) (635,859) (323,002) (2,522,312) (5,213,363) (674) (615,134) (815,225) (957,559) (352,643) (295,514) (1,248,968) (4,285,717) -‐ 100,419 410,147 -‐ -‐ -‐ -‐ 510,566 Expiries, net of committed renewals (674) (514,715) (405,078) (957,559) (352,643) (295,514) (1,248,968) (3,775,151) Vacancies committed for new leases Expiries, net of commitments obtained Eastern Canada Expiries(1) Expiries committed for occupancy(2) Expiries, net of committed renewals Vacancies committed for new leases Expiries, net of committed occupancy Total portfolio Expiries(1) Expiries committed for occupancy(2) -‐ 102,078 1,194 -‐ -‐ -‐ -‐ 103,272 (674) (412,637) (403,884) (957,559) (352,643) (295,514) (1,248,968) (3,671,879) -‐ -‐ -‐ -‐ -‐ (498,344) (518,719) (832,701) (719,158) (340,812) (3,153,115) (6,062,849) 205,304 98,542 1,094 166,794 -‐ -‐ 471,734 (293,040) (420,177) (831,607) (552,364) (340,812) (3,153,115) (5,591,115) 117,210 800 -‐ -‐ -‐ -‐ 118,010 (175,830) (419,377) (831,607) (552,364) (340,812) (3,153,115) (5,473,105) (4,354) (2,647,896) (3,912,740) (4,061,533) (3,083,654) (2,150,343) (8,931,188) (24,791,708) -‐ 914,407 996,975 133,137 200,915 -‐ 24,813 2,270,247 Expiries, net of committed renewals (4,354) (1,733,489) (2,915,765) (3,928,396) (2,882,739) (2,150,343) (8,906,375) (22,521,461) Vacancies committed for new leases -‐ 376,372 1,994 4,104 -‐ -‐ -‐ 382,470 Expiries, net of committed occupancy (1) Expiries includes current in-‐place expiries and future expiries committed for renewals. (1,357,117) (2,913,771) (4,354) (3,924,292) (2) Expiries committed for occupancy includes renewals, new leasing and relocation of tenants. Dream Office REIT 2014 Annual Report | 11 (2,882,739) (2,150,343) (8,906,375) (22,138,991) The following table details expiring rents across our portfolio as well as our own estimate of average market rents based on current leasing activity in similar properties at December 31, 2014. Expiring rents and market rents represent base rents and do not include the impact of lease incentives. 2015 2016 2017 2018 2019 $ $ $ $ $ 17.68 21.21 13.82 21.65 17.15 16.37 18.82 17.65 14.91 20.62 22.10 13.22 15.01 16.30 Expiring rents Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Portfolio average Market rents(1) Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Market rent average % below expiring rent (1) Estimate only; based on current market rents with no allowance for increases in future years. Subject to changes based on market conditions. 21.51 26.92 19.54 22.09 14.96 16.07 20.47 2.9% 18.25 26.69 16.49 24.05 17.35 14.21 20.39 8.3% 20.09 23.36 15.86 25.28 14.72 14.76 19.01 1.8% 18.97 21.59 19.42 25.45 13.56 13.57 17.83 9.4% 21.31 22.17 16.45 22.54 15.09 14.89 18.67 18.39 25.07 20.24 24.23 15.35 15.99 19.90 $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ 20.64 24.47 19.13 24.50 13.00 13.60 20.14 19.74 24.25 17.35 23.80 13.24 13.36 19.70 (2.2)% Initial direct leasing costs and lease incentives Initial direct leasing costs include leasing fees and related costs and broker commissions incurred in negotiating and arranging tenant leases. Lease incentives include costs incurred to make leasehold improvements to tenant spaces and cash allowances. Initial direct leasing costs and lease incentives are dependent upon asset type, lease terminations and expiries, the mix of new leasing activity compared to renewals, portfolio growth and general market conditions. Short-‐term leases generally have lower costs than long-‐term leases, and leasing costs associated with ofﬁce space are generally higher than costs associated with flex office and industrial space. For the three and twelve months ended December 31, 2014, approximately $14.6 million and $41.6 million, respectively, of leasing costs and lease incentives were attributable to leases that commenced during the periods, representing an average cost of $16.31 per square foot and $14.66 per square foot, respectively. Average initial direct leasing costs and lease incentives for the quarter increased to $16.31 per square foot from $15.66 per square foot for the previous quarter, mainly due to certain higher quality tenants that took occupancy of space during the quarter with longer than average lease terms and higher lease incentives. Dream Office REIT 2014 Annual Report | 12 Performance indicators Operating activities (continuing portfolio)(1) Portfolio size (sq. ft.) Occupied and committed occupancy Number of lease deals committed Leases that commenced during the period (sq. ft.) Average lease term for leases that commenced during the period (years) Initial direct leasing costs and lease incentives attributable to leases that commenced during the period (in thousands) Initial direct leasing costs and lease incentives attributable to leases that commenced during the period (per sq. ft.) (1) Excludes redevelopment properties and properties held for sale. Three months ended Year ended December 31, 2014 December 31, 2014 24,222,661 93.0% 167 893,439 5.1 24,222,661 93.0% 573 2,837,777 5.4 $ $ 14,561 $ 41,582 16.31 $ 14.66 Tenant base proﬁle Our tenant base includes municipal, provincial and federal governments as well as a wide range of high-‐quality large international corporations, including Canada’s major banks and three of Canada’s prominent law firms, and small to medium-‐ sized businesses across Canada. With over 2,200 tenants, our risk of exposure to any single large lease or tenant is mitigated. The average size of our ofﬁce tenants is approximately 11,600 square feet. Effectively managing this diverse tenant base is one of our key strengths and has helped us to maintain consistently high occupancy levels and to continually capitalize on rental rate increases. The stability and quality of our cash ﬂow is further enhanced by the fact that rental revenue from government and government agencies comprises approximately 17.5% of our total rental revenue. The list of our 20 largest tenants includes both federal and provincial governments as well as other nationally and internationally recognizable high-‐quality corporations and businesses. The following table outlines their contributions to our total rental revenue. Owned area Owned area revenue remaining lease term Gross rental Weighted average Tenant Bank of Nova Scotia Government of Canada Government of Ontario Bell Canada Government of Québec Telus Enbridge Pipelines Inc. State Street Trust Company Government of Saskatchewan Government of British Columbia Government of Alberta Newalta Corporation Aviva Canada Inc. Borell Management Loyalty Management SNC-‐Lavalin Inc. Miller Thomson Government of NW Territories Cenovus Energy Winners Merchants International Total (1) Credit ratings obtained from Standard & Poorʼs and may reflect the parentʼs or a guarantorʼs credit rating. (sq. ft.) 984,404 1,423,259 670,003 376,694 663,922 287,803 248,577 244,936 343,001 287,747 304,079 187,297 335,900 124,795 194,018 207,351 137,149 142,202 140,605 219,685 7,523,427 (%) 4.1 5.9 2.8 1.6 2.7 1.2 1.0 1.0 1.4 1.2 1.3 0.8 1.4 0.5 0.8 0.9 0.6 0.6 0.6 0.9 31.3 (%) 7.3 6.1 3.3 1.8 1.7 1.5 1.5 1.4 1.3 1.2 1.2 1.1 1.1 1.0 1.0 0.8 0.8 0.8 0.8 0.8 36.5 N/A – not applicable Dream Office REIT 2014 Annual Report | 13 (years) 9.7 3.1 4.6 3.3 12.2 2.1 4.1 7.3 2.2 4.6 3.0 4.8 3.1 2.0 2.8 5.4 8.7 6.9 8.5 1.2 5.3 Credit rating(1) A+/A-‐/A-‐1 AAA AA-‐/A-‐1+ BBB+ A+/A-‐1+ BBB+ A-‐/A-‐1 AA-‐/A+/A-‐1+ AAA/A-‐1+ AAA/A-‐1+ AAA/A-‐1+ N/A A+ N/A N/A BBB N/A N/A A-‐1/BBB+ N/A OUR RESOURCES AND FINANCIAL CONDITION Investment properties As at December 31, 2014, the value of our investment property comparative portfolio, which includes investment in joint ventures and excludes redevelopment properties, properties sold and assets held for sale, was $7,192 million (September 30, 2014 – $7,226 million; December 31, 2013 – $7,238 million). Fair values were determined using the direct capitalization method. The direct capitalization method applies a capitalization rate (“cap rate”) to stabilized NOI (non-‐GAAP measure) and incorporates allowances for vacancy and management fees. The resulting capitalized value is further adjusted for non-‐recurring costs to stabilize income and non-‐recoverable capital expenditures, where applicable. Individual properties across our comparative portfolio were valued using weighted average cap rates in the range of 5.15% to 8.75% as at December 31, 2014. The fair value of our investment properties, including investment in joint ventures, is set out below: Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total comparative portfolio(1) Add: Redevelopment properties Assets held for sale/sold properties Total portfolio Less: Investment in joint ventures Assets held for sale – joint ventures Total per consolidated balance sheets (1) Comparative figures have been reclassified to exclude sold properties. December 31, 2014 1,395,943 1,162,981 183,969 2,409,667 962,942 1,076,344 7,191,846 10,000 2,750 7,204,596 1,062,776 2,750 6,139,070 $ $ $ $ September 30, 2014(1) 1,412,491 1,193,046 184,830 2,398,996 961,250 1,075,837 7,226,450 10,000 2,750 7,239,200 1,062,212 2,750 6,174,238 $ $ $ $ $ Total portfolio December 31, 2013(1) 1,445,127 1,203,684 183,927 2,365,230 967,882 1,072,085 7,237,935 10,000 75,667 7,323,602 1,061,436 20,481 6,241,685 The carrying value of our total portfolio decreased by approximately $34.6 million during the quarter, mainly due to a $67.3 million decrease in fair value, offset by $32.2 million of building improvements, initial direct leasing costs and lease incentive additions, and $0.5 million related to the amortization of lease incentives, foreign exchange and other adjustments. The $67.3 million fair value loss recognized during the quarter was mainly driven by externally appraised properties in Western Canada and Calgary, where the external appraisers assumed lowered market rents and increased downtimes in selected assets. Other factors which contributed to the fair value decline included changes in rental rates and leasing assumptions, mainly in Western Canada and Calgary downtown properties with previously identified future tenant vacancies. The weighted average cap rate across our total comparative portfolio compressed by 2 bps to 6.16% when compared to September 30, 2014 and December 31, 2013. The overall decrease in cap rates was mainly experienced in Toronto downtown and Eastern Canada, offset by modest increases in the other regions. Dream Office REIT 2014 Annual Report | 14 Changes in the value of our investment properties by region for the three months ended December 31, 2014 are summarized in the table below as follows: Initial direct leasing costs Amortization of lease incentives, foreign exchange Three months ended Building and lease Fair value and other December 31, improvements incentives adjustments adjustments 3,123 $ 2,340 569 3,711 1,617 2,807 14,167 -‐ -‐ 14,167 $ 2,849 $ 4,667 296 3,236 3,483 3,450 17,981 -‐ 15 17,996 $ (22,000) $ (36,300) (1,600) 4,200 (2,900) (8,700) (67,300) -‐ -‐ (67,300) $ (520) $ (772) (126) (476) (508) 2,950 548 2014 1,395,943 1,162,981 183,969 2,409,667 962,942 1,076,344 7,191,846 -‐ (15) 533 $ 10,000 2,750 7,204,596 $ September 30, 2014(1) 1,412,491 $ 1,193,046 184,830 2,398,996 961,250 1,075,837 7,226,450 10,000 2,750 7,239,200 $ $ 1,062,212 2,750 459 -‐ 345 6 (200) -‐ (40) (6) 1,062,776 2,750 Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total comparative portfolio(1) Add: Redevelopment properties Assets held for sale/sold properties Total portfolio Less: Investment in joint ventures Assets held for sale Total investment properties (per consolidated balance sheet) 6,174,238 $ (1) Opening balances have been reclassified to exclude sold properties. $ 13,708 $ 17,645 $ (67,100) $ 579 $ 6,139,070 Dream Office REIT 2014 Annual Report | 15 Changes in the value of our investment properties by region for the year ended December 31, 2014 are summarized in the table below as follows: Initial direct leasing costs Amortization of lease incentives, foreign exchange Year ended Property Building and lease Fair value and other December 31, dispositions improvements incentives adjustments 7,118 $ 8,194 930 6,841 3,484 7,346 33,913 6,071 $ 9,491 1,202 10,233 11,008 10,127 48,132 (60,444) $ (55,247) (1,595) 28,868 (17,579) (20,206) (126,203) adjustments 2014 (1,929) $ 1,395,943 1,162,981 (3,141) 183,969 (495) 2,409,667 (1,505) 962,942 (1,853) 1,076,344 6,992 7,191,846 (1,931) -‐ -‐ -‐ -‐ 10,000 $ Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total comparative portfolio(1) Add: Redevelopment properties Assets held for sale/sold January 1, 2014(1) 1,445,127 $ 1,203,684 183,927 2,365,230 967,882 1,072,085 7,237,935 10,000 -‐ $ -‐ -‐ -‐ -‐ -‐ -‐ -‐ properties Total portfolio Less: Investment in joint ventures Assets held for sale Total investment properties (per consolidated balance 75,667 7,323,602 $ (71,780) (71,780) $ $ 45 33,958 $ 1,110 49,242 $ (2,253) (128,456) $ (39) 2,750 (1,970) $ 7,204,596 1,061,436 20,481 -‐ (17,833) 3,934 45 1,154 674 (3,596) (557) (152) (60) 1,062,776 2,750 $ sheet) (1) Opening balances have been reclassified to exclude sold properties. 6,241,685 $ (53,947) $ 29,979 $ 47,414 $ (124,303) $ (1,758) $ 6,139,070 Dream Office REIT 2014 Annual Report | 16 Cap rates are a key metric used to value our investment properties, and are set out in the table below by region: December 31, 2014 September 30, 2014(1) Capitalization rates Total portfolio December 31, 2013(1) Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Total before redevelopment properties and assets held for sale/sold properties Range (%) 5.75–8.75 5.50–7.50 6.25–7.25 5.15–7.00 5.75–7.50 5.75–8.50 5.15–8.75 Redevelopment properties Assets held for sale/sold properties Total portfolio (1) Comparative figures have been reclassified to exclude sold properties. N/A – not applicable N/A N/A 5.15–9.00 Investing activities Our investing activities are summarized as follows: Investing activities(1) Acquisition of investment properties(2) Building improvements (1) Includes investments in joint ventures and properties held for sale. $ (2) Amount represents purchase price including transaction costs. Weighted average (%) 6.66 6.16 6.81 5.42 6.55 6.72 6.16 9.00 8.00 6.17 Range (%) 5.75–8.75 5.50–7.50 6.25–7.25 5.15–7.00 5.75–7.50 5.75–9.00 5.15–9.00 N/A N/A 5.15–9.00 Weighted average (%) 6.63 6.16 6.81 5.43 6.55 6.80 6.18 9.00 8.00 6.18 Range (%) 5.75–8.75 5.50–7.50 6.25–7.25 5.15–7.00 5.75–7.25 6.00–9.00 5.15–9.00 N/A 6.25–8.00 5.15–9.00 Weighted average (%) 6.56 6.13 6.78 5.53 6.46 6.77 6.18 9.00 6.92 6.19 Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 -‐ 14,167 $ 8,481 $ 11,737 -‐ 33,958 $ 604,931 36,229 Dream Office REIT 2014 Annual Report | 17 Acquisitions For the year ended December 31, 2014, there were no acquisitions completed. For the year ended December 31, 2013, the following acquisitions were completed: Broadmoor Plaza, Edmonton 887 Great Northern Way, Vancouver (Discovery Parks) Interest Acquired Occupancy acquired GLA on acquisition Property type office (%) 100.0 (sq. ft.) 371,561 (%) 98.5 $ Purchase price(1) 84,892 Date acquired March 15, 2013 office 100.0 164,364 100.0 68,068 April 8, 2013 340–350 3rd Avenue North, Saskatoon (T&T Towers) and 14505–14555 Bannister Road, Calgary (Parke at Fish Creek) 20 Toronto Street and 137 Yonge Street, Toronto 212 King Street West, Toronto 100 Yonge Street, Toronto IBM Corporate Park, Calgary 4561 Parliament Avenue, Regina (Harbour Landing Business Park) 83 Yonge Street, Toronto Total (1) Includes $14.7 million in transaction costs. office office office office office 100.0 100.0 100.0 66.7 66.7 191,147 422,990 73,277 161,525 238,171 99.1 99.4 100.0 99.4 98.1 62,610 145,983 38,730 56,273 124,377 April 12, 2013 April 30, 2013 May 24, 2013 June 26, 2013 August 13, 2013 office office 100.0 100.0 38,975 11,521 1,673,531 100.0 71.2 98.9 $ 15,517 8,481 604,931 September 16, 2013 December 2, 2013 Building improvements Building improvements represent investments made to ensure optimal building performance. For the three and twelve months ended December 31, 2014, we incurred $14.2 million and $34.0 million, respectively, in expenditures related to building improvements, substantially all of which are recoverable from tenants. Recurring recoverable building improvements for the three and twelve months ended December 31, 2014 were $6.9 million and $13.3 million, respectively, and included elevator, roof and heating, ventilation and air conditioning replacements as well as parking upgrades. Recurring recoverable enhancement projects include lobby and common area upgrades and exterior enhancements. For the three and twelve months ended December 31, 2014, recurring recoverable enhancement projects were $4.6 million and $11.1 million, respectively. For the three and twelve months ended December 31, 2014, approximately $1.1 million and $1.8 million, respectively, were spent on sustainability and environmental initiatives, substantially all of which are recovered from tenants. Non-‐recurring building improvements included capital expenditures that generally would not be expected to recur over the useful life of the building. The table below represents amounts either paid or accrued during the period: Building improvements(1) Recurring recoverable Recurring recoverable enhancement projects Sustainability and environmental initiatives Recoverable – identified upon acquisition Recurring non-‐recoverable Non-‐recurring and non-‐recoverable Total Three months ended December 31, 2013 2014 Year ended December 31, 2014 2013 $ $ 6,912 4,558 1,120 866 654 57 14,167 $ $ 2,429 8,088 906 202 78 34 11,737 $ $ 13,286 11,056 1,760 5,402 1,182 1,272 33,958 $ $ 10,190 14,023 4,124 6,005 1,344 543 36,229 (1) Includes investment in joint ventures that are equity accounted and properties held for sale. Dream Office REIT 2014 Annual Report | 18 Dispositions Pursuant to our strategy of divesting non-‐core assets, we completed the following dispositions for the year ended December 31, 2014: Riverbend Atrium, Calgary(3) Stockman Centre, Calgary(3) Plaza 124, Edmonton(3) 9705 Horton Road, Calgary 26229 Township Road 531, Edmonton(4) 11404 Winterburn Rd NW, Edmonton(4) 16134 -‐ 114th Avenue NW, Edmonton(4) 16104 -‐ 114th Avenue NW, Edmonton(4) St. Albert Trail Centre, Edmonton Total Disposed Property Ownership GLA type (%) (sq. ft.) Gross proceeds(1) Carrying value Cost of sales(2) Loss Mortgages on sale discharged Date disposed office 25% 22,055 $ 4,850 $ 5,009 $ 89 $ (248) $ 1,173 June 3, 2014 office office 25% 25% 15,656 38,590 3,375 9,275 3,324 9,601 63 172 (12) (498) 577 3,569 June 3, 2014 June 3, 2014 office 100% 55,363 9,150 9,022 301 (173) 5,919 June 12, 2014 flex 100% 89,165 12,084 12,144 8 (68) 5,529 September 9, 2014 flex 100% 81,917 10,489 10,489 24 (24) 5,599 September 9, 2014 flex 100% 48,353 3,938 3,938 44 (44) 2,651 September 9, 2014 flex 100% 28,759 6,281 6,281 5 (5) 2,030 September 9, 2014 office 50% 48,402 428,260 $ 12,073 12,075 71,517 $ 71,881 $ 426 (424) 1,132 $ (1,496) $ 6,389 33,436 September 15, 2014 (1) Gross proceeds before transaction costs. (2) Cost of sales includes mainly the write-‐off of financing costs and fair value adjustments associated with the debt discharged, transaction costs and the write-‐off of goodwill associated with the cash-‐generating unit. (3) The Trust held a 25% interest in the property through a partnership interest and accounted for this as a joint venture. (4) These investment properties were sold to Dream Industrial REIT. On September 9, 2014, the Trust completed the sale of four investment properties to Dream Industrial REIT for a sale price of $33 million, net of mark-‐to-‐market adjustments on mortgages assumed by Dream Industrial REIT. The sale price was satisfied by receipt of 2,269,759 Class B limited partnership units of Dream Industrial LP (a subsidiary of Dream Industrial REIT) at $9.40 per unit, which are exchangeable for units of Dream Industrial REIT, offset by mortgages assumed on disposition. We completed the following dispositions of non-‐core assets for the year ended December 31, 2013: Disposed 625 University Park Drive, Regina 2640, 2510–2550 Quance Street, Regina Total (1) Gross proceeds before transaction costs. (2) Loss on sales includes mainly the write-‐off of financing costs and fair value adjustments associated with the debt discharged, transaction costs and the $ $ $ $ $ $ Property type office office GLA (sq. ft.) 17,145 69,554 86,699 Gross proceeds(1) 5,182 16,300 21,482 Loss on sale(2) (68) (215) (283) Mortgages discharged -‐ 8,767 8,767 Date disposed January 31, 2013 January 31, 2013 write-‐off of goodwill associated with the cash-‐generating unit. Dream Office REIT 2014 Annual Report | 19 OUR FINANCING Liquidity and capital resources Dream Office REIT’s primary sources of capital are cash generated from operating activities, credit facilities, mortgage ﬁnancing and reﬁnancing, and equity and debt issuances. Our primary uses of capital include the payment of distributions, costs of attracting and retaining tenants, recurring property maintenance, major property improvements, debt principal repayments, interest payments and property acquisitions. We expect to meet all of our ongoing obligations with current cash and cash equivalents, cash ﬂows generated from operations, credit facilities, conventional mortgage reﬁnancing and, as growth requires and when appropriate, new equity or debt issuances. In our consolidated financial statements, our current liabilities exceeded our current assets by $424.3 million. Typically, real estate entities seek to address liquidity needs by having a balanced debt maturity schedule, undrawn credit facilities, and a pool of unencumbered assets. We are able to use our credit facilities on short notice which eliminates the need to hold significant amounts of cash and cash equivalents on hand. Working capital balances fluctuate significantly from period to period depending on the timing of receipts and payments. Debt obligations that are due within one year include debt maturities of $365.9 million (excluding debt related to investment in joint ventures which are equity accounted), which we typically refinance with mortgages and debt issuances of terms between five and ten years. Amounts payable balance outstanding at the end of any reporting period depends primarily on the timing of leasing costs, capital expenditures incurred, as well as the impact of transaction costs incurred on any acquisitions completed during the reporting period. Our unencumbered assets pool as at December 31, 2014 is approximately $796 million. We endeavour to maintain high levels of liquidity to ensure that we can meet distribution requirements and react quickly to potential investment opportunities. Our discussion of ﬁnancing activities will be based on the debt balances, which include debt related to investment in joint ventures that are equity accounted, at our proportionate ownership, and debt associated with assets held for sale. Debt Less debt related to: Investment in joint ventures Assets held for sale Debt (per consolidated financial statements) December 31, September 30, December 31, 2014 2014 $ 3,594,341 $ 3,567,775 $ 496,980 -‐ 502,100 -‐ $ 3,097,361 $ 3,065,675 $ 2013 3,662,543 508,088 5,439 3,149,016 Dream Office REIT 2014 Annual Report | 20 A summary of debt The key performance indicators in the management of our debt are as follows: December 31, 2014 September 30, December 31, 2014 2013 Financing and liquidity metrics Weighted average effective interest rate (year-‐end)(1) Weighted average face rate of interest (year-‐end)(2) Interest coverage ratio (times)(3) Net average debt-‐to-‐EBITDFV (years)(3) Net debt-‐to-‐adjusted EBITDFV (years)(3) Level of debt (net debt-‐to-‐gross book value)(3) Level of debt (net secured debt-‐to-‐gross book value)(3) Secured debt to total investment properties(4) Debt – average term to maturity (years) Variable rate debt as percentage of total debt Secured debt Unsecured convertible and non-‐convertible debentures Unencumbered assets Cash and cash equivalents on hand Undrawn demand revolving credit facilities (1) Weighted average effective interest rate is calculated as the weighted average face rate of interest net of amortization of fair value adjustments and 4.15% 4.18% 2.9 7.8 7.9 47.5% 40.4% 42.5% 4.4 7.6% 3,060,481 533,860 796,000 20,889 251,540 4.20% 4.21% 2.9 7.8 7.8 46.9% 39.9% 41.9% 4.2 7.7% 3,033,980 533,795 794,000 13,251 248,508 4.18% 4.22% 2.9 8.0 8.0 47.6% 42.5% 44.7% 4.6 8.7% 3,277,011 385,532 622,000 33,879 161,175 $ $ $ financing costs of all interest bearing debt, including debt related to investment in joint ventures, which are equity accounted. (2) Weighted average face rate of interest includes debt related to investment in joint ventures that are equity accounted. (3) The calculation of the following non-‐GAAP measures, interest coverage ratio, net average debt-‐to-‐EBITDFV, net debt-‐to-‐adjusted EBITDFV and levels of debt, are included in the “Non-‐GAAP measures and other disclosures” section of the MD&A. (4) Secured debt to total investment properties (non-‐GAAP measure) is calculated as secured debt divided by total investment properties. Management believes this non-‐GAAP measurement is an important measure of our secured debt levels. We currently use cash ﬂow performance and debt level indicators to assess our ability to meet our ﬁnancing obligations. Our current interest coverage ratio is 2.9 times, demonstrating our ability to more than adequately cover interest expense requirements. We also monitor our debt-‐to-‐EBITDFV ratio to gauge our ability to repay existing debt. Our current net average debt-‐to-‐EBITDFV ratio is 7.8 years. Our weighted average face rate of interest is 4.18% at December 31, 2014, down 3 bps when compared to September 30, 2014 and down 4 bps when compared to December 31, 2013. After accounting for fair value adjustments and ﬁnancing costs, the weighted average effective interest rate for outstanding debt is 4.15% at December 31, 2014, down 5 bps when compared to September 30, 2014 and down 3 bps when compared to December 31, 2013. The decline in both the weighted average face rate and effective interest rates was mainly driven by the interest savings from disposed properties during the year and interest rate savings upon refinancing of maturing debt. Financing activities during the quarter During the quarter, we refinanced the Adelaide Place mortgage for $200 million at a fixed face rate of 3.59% per annum for a ten-‐year term, with only interest payable for the first five years. During the quarter, we discharged $151.4 million of debt at an average face rate of 4.29%. The table below summarizes the debt discharged during the three months ended December 31, 2014: Discharges Discharged Discharged Total Properties Adelaide Place Airway Centre 1 and 2–4 Date discharged December 18, 2014 December 22, 2014 Amount 143,923 7,500 151,423 $ $ Face rate 4.28% 4.52% 4.29% Type Fixed Fixed Dream Office REIT 2014 Annual Report | 21 Composition of debt As at December 31, 2014, variable rate debt as a percentage of total debt decreased to 7.6% from 8.7% at December 31, 2013, primarily due to the net repayment of one of the demand revolving credit facilities offset by the expiry of the three-‐year interest rate swap on the notional balance of $53.7 million during the year ended December 31, 2014. Mortgages Term debt Demand revolving credit facilities Term loan facility Convertible debentures Debentures Total $ $ Fixed 2,781,344 533 -‐ 128,948 51,160 358,144 3,320,129 $ $ Variable 96,344 -‐ -‐ 53,312 -‐ 124,556 274,212 $ December 31, 2014 Total(1) 2,877,688 533 -‐ 182,260 51,160 482,700 3,594,341 $ Fixed 2,901,120 825 -‐ 181,530 51,885 209,312 3,344,672 $ $ $ $ 92.4% Percentage of total debt 4.26% In-‐place face rate (period-‐end) 4.6 Average term to maturity (1) Includes debt related to investment in joint ventures, which are equity accounted, and assets held for sale. 100.0% 4.18% 4.4 7.6% 3.13% 1.8 91.3% 4.33% 4.8 Variable 89,590 -‐ 103,946 -‐ -‐ 124,335 317,871 8.7% 3.07% 2.0 $ December 31, 2013 Total(1) 2,990,710 825 103,946 181,530 51,885 333,647 3,662,543 $ 100.0% 4.22% 4.6 Demand revolving credit facilities Secured investment properties First-‐ Second-‐ Face December 31, 2014 December 31, 2013 ranking ranking interest Amount Amount Amount Maturity date mortgages mortgages rate available drawn available Amount drawn Formula-‐based maximum not to exceed $171,500 Formula-‐based maximum not to exceed $27,690 Formula-‐based maximum March 5, 2016 April 30, 2015 not to exceed $35,000 April 30, 2015 Formula-‐based maximum not to exceed $35,000 April 30, 2015 9 2 -‐ 1 12 -‐ 3.75%(1) $ 171,500 $ -‐ $ 67,500 $ 104,000 -‐ 3.85%(2) 27,247(3) 2 3.75%(1) 34,850(4) 1 3 3.75%(1) 3.76% $ 17,943(5) 251,540 $ -‐ -‐ -‐ -‐ 26,156(3) 32,819(4) -‐ -‐ 34,700(5) $ 161,175 $ -‐ 104,000 (1) In the form of rolling one-‐month bankersʼ acceptances (“BAs”) bearing interest at the BA rate plus 1.75% or at the bankʼs prime rate (3.0% as at December 31, 2014) plus 0.75%. (2) This facility matured on April 30, 2014 and was extended to April 30, 2015 in the form of rolling one-‐month BAs bearing interest at BA rate plus 1.85% or at the bankʼs prime rate plus 0.85%. (3) Formula-‐based amount available under this facility was $27,690 less $443 in the form of a letter of credit (“LOC”) as at December 31, 2014 and less $1,534 (LOC) as at December 31, 2013. (4) Formula-‐based amount available under this facility was $35,000 less $150 in the form of LOC as at December 31, 2014 and $35,000 less $2,181 (LOC) as at December 31, 2013. (5) Formula-‐based amount available under this facility was $35,000 less $17,057 in the form of LOC as at December 31, 2014 and $35,000 less $300 (LOC) as at December 31, 2013. Dream Office REIT 2014 Annual Report | 22 Changes in debt levels, including debt related to investment in joint ventures that are equity accounted and assets held for sale for the three and twelve months ended December 31, 2014, are as follows: Three months ended December 31, 2014 Demand revolving credit Term loan Convertible Mortgages facilities facility $ $ $ Debt as at September 30, 2014 New debt placed Scheduled repayments Lump sum repayments Foreign exchange Other adjustments(1) Debt as at December 31, 2014 (1) Other adjustments include financing costs on new debt placed, fair value adjustments, amortization of financing costs and amortization of fair value 2,851,313 200,000 (22,094) (151,423) 1,286 (1,394) 482,577 -‐ -‐ -‐ -‐ 123 482,700 182,061 -‐ -‐ -‐ -‐ 199 182,260 51,218 -‐ -‐ -‐ -‐ (58) -‐ (26,107) -‐ 26,107 2,877,688 51,160 -‐ -‐ -‐ $ $ $ $ $ $ $ $ $ $ Term debt 606 -‐ (73) -‐ -‐ -‐ 533 debentures Debentures $ Total 3,567,775 226,107 (22,167) (177,530) 1,286 (1,130) 3,594,341 adjustments. Demand revolving credit Term loan Convertible Year ended December 31, 2014 Debt as at December 31, 2013 New debt placed Scheduled repayments Lump sum repayments Lump sum repayments related $ Mortgages $ 2,990,710 231,707 (78,651) (234,085) $ Term debt 825 -‐ (292) -‐ facilities facility $ 103,946 78,347 -‐ (182,347) $ 181,530 -‐ -‐ -‐ debentures Debentures $ $ 51,885 -‐ -‐ -‐ 333,647 150,000 -‐ -‐ Total 3,662,543 460,054 (78,943) (416,432) to assets held for sale (16,389) -‐ -‐ -‐ -‐ -‐ (16,389) Debt assumed by purchaser upon disposition of investment properties Conversion of debentures Foreign exchange Other adjustments(1) Debt as at December 31, 2014 (1) Other adjustments include financing costs on new debt placed, fair value adjustments, amortization of financing costs and amortization of fair value -‐ -‐ -‐ 730 182,260 -‐ -‐ -‐ (947) $ -‐ (500) -‐ (225) $ -‐ 4,743 (3,300) -‐ -‐ -‐ -‐ 533 -‐ -‐ -‐ 54 -‐ 2,877,688 (17,047) 482,700 51,160 $ $ $ $ $ (17,047) (500) 4,743 (3,688) 3,594,341 adjustments. Dream Office REIT 2014 Annual Report | 23 Our current debt profile is balanced with staggered maturities over the next 14 years. The following tables summarize our debt maturity proﬁle as at December 31, 2014: Scheduled principal repayments on Outstanding non-‐matured $ $ $ debt balance 303,023 567,366 438,014 374,861 426,024 1,096,303 3,205,591 Debt maturities 2015 2016 2017 2018 2019 2020–2028 Subtotal before undernoted item Demand revolving credit facilities 2016 Subtotal Financing costs Fair value adjustments Total (1) Includes debt related to investment in joint ventures, which are equity accounted, and assets held for sale. Amount(1) 377,930 632,786 493,509 424,219 462,300 1,207,552 3,598,296 74,907 65,420 55,495 49,358 36,276 111,249 392,705 -‐ 3,598,296 (14,240) 10,285 3,594,341 -‐ 3,205,591 -‐ 392,705 $ $ $ $ % 10.5% 17.6% 13.7% 11.8% 12.8% 33.6% 100.0% 0.00% 100.0% Weighted average effective interest rate on balance due at maturity (%) 3.60% 4.37% 4.18% 4.00% 3.64% 4.44% 4.15% 0.00% 4.15% Weighted average face rate on balance due at maturity (%) 4.08% 4.40% 4.45% 3.93% 3.33% 4.39% 4.18% 0.00% 4.18% Term loan Convertible Debt maturities 2015 2016 2017 2018 2019 2020 and thereafter $ Mortgages(1) 377,633 $ 414,097 317,881 249,219 462,300 1,057,552 2,878,682 (10,317) 9,323 2,877,688 $ Term debt 297 236 -‐ -‐ -‐ -‐ 533 -‐ -‐ 533 $ facility -‐ 183,453 -‐ -‐ -‐ -‐ 183,453 (1,193) debentures Debentures $ $ -‐ -‐ 50,628 -‐ -‐ -‐ 50,628 -‐ 532 51,160 -‐ 35,000 125,000 175,000 -‐ 150,000 485,000 (2,730) 430 $ 482,700 $ Total 377,930 632,786 493,509 424,219 462,300 1,207,552 3,598,296 (14,240) 10,285 $ 3,594,341 Financing costs Fair value adjustments Total (1) Includes debt related to investment in joint ventures, which are equity accounted, and assets held for sale. -‐ $ 182,260 $ $ Convertible debentures The total principal amounts outstanding for the convertible debentures are as follows: 5.5% Series H Debentures Date issued Maturity date December 9, 2011 March 31, 2017 December 31, 2014 50,628 $ $ February 19, 2015 50,628 $ February 19, 2015 1,379,941 The fair value of the conversion features of the convertible debentures is remeasured each period, with changes in fair value being recorded in comprehensive income. At December 31, 2014, the conversion feature amounted to a $0.8 million financial asset (December 31, 2013 – $0.3 million financial asset). Outstanding principal Outstanding principal REIT A Units if converted Dream Office REIT 2014 Annual Report | 24 Debentures The total principal amounts outstanding for debentures as at December 31, 2014 are as follows: Debentures Series A Series B Series C Series K Series L Total (1) Variable interest rate at three-‐month Canadian Dealer Offered Rate (“CDOR”) plus 1.7%. Date issued June 13, 2013 October 9, 2013 January 21, 2014 April 26, 2011 August 8, 2011 Maturity date June 13, 2018 January 9, 2017 January 21, 2020 April 26, 2016 September 30, 2016 Type Fixed Variable Fixed Fixed Fixed Interest rate 3.42% 2.97%(1) 4.07% 5.95% 5.95% Outstanding principal December 31, 2014 175,000 125,000 150,000 25,000 10,000 485,000 $ $ Commitments and contingencies We are contingently liable with respect to guarantees that are issued in the normal course of business and with respect to litigation and claims that may arise from time to time. In the opinion of management, any liability that may arise from such contingencies would not have a material adverse effect on our consolidated ﬁnancial statements. The Trust has entered into lease agreements that may require tenant improvement costs of approximately $26.4 million. In an effort to manage the volatility of electricity prices mainly in the Western Canada and Calgary regions, the Trust entered into fixed price contracts to purchase electricity for 60 properties over the next three years. Dream Office REIT’s ﬁnance leases, fixed price contracts to purchase electricity, and future minimum commitments under operating leases are as follows: Operating lease payments Finance lease payments Electricity Total < 1 year 1,019 28 5,788 6,835 $ $ 1–5 years 1,183 35 2,873 4,091 $ $ $ $ Minimum payments due > 5 years 8,288 -‐ -‐ 8,288 $ $ Total 10,490 63 8,661 19,214 OUR EQUITY Our discussion of equity includes LP B Units (or subsidiary redeemable units), which are economically equivalent to REIT Units. Pursuant to IFRS, the LP B Units are classiﬁed as a liability in our consolidated ﬁnancial statements. REIT Units, Series A Retained earnings Accumulated other comprehensive income Add: LP B Units Total Number of Units 107,936,575 -‐ -‐ 107,936,575 602,434 108,539,009 $ $ December 31, 2014 Amount 3,171,794 601,495 4,228 3,777,517 15,151 3,792,668 Number of Units 103,420,221 -‐ -‐ 103,420,221 3,538,457 106,958,678 $ $ Unitholders’ equity December 31, 2013 Amount 3,039,189 682,265 1,684 3,723,138 101,978 3,825,116 Dream Office REIT 2014 Annual Report | 25 Our Declaration of Trust authorizes the issuance of an unlimited number of the following classes of units: REIT Units and Special Trust Units. The Special Trust Units may only be issued to holders of LP B Units, are not transferable separately from these Units, and are used to provide voting rights with respect to Dream Office REIT to persons holding LP B Units. The LP B Units are held by Dream Unlimited Corp., directly and indirectly through its subsidiaries, related parties to Dream Office REIT and one other holder. Both the REIT Units and Special Trust Units entitle the holder to one vote for each Unit at all meetings of the unitholders. The LP B Units are exchangeable on a one-‐for-‐one basis for REIT B Units at the option of the holder, which can then be converted into REIT A Units. The LP B Units and corresponding Special Trust Units together have economic and voting rights equivalent in all material respects to REIT A Units. The REIT A Units and REIT B Units have economic and voting rights equivalent in all material respects to each other. At December 31, 2014, Dream Unlimited Corp., directly and indirectly through its subsidiaries, held 773,939 REIT A Units and 383,823 LP B Units for a total ownership interest of approximately 1.1%. The following table summarizes the changes in our outstanding equity: Total Units issued and outstanding on January 1, 2014 Units issued pursuant to DRIP Units issued pursuant to the Unit Purchase Plan Units issued pursuant to Deferred Unit Incentive Plan (“DUIP”) LP B Units surrendered and exchanged for REIT A Units Cancellation of REIT A Units Conversion of Series H Debentures Total Units outstanding on December 31, 2014 Percentage of all Units Units issued pursuant to DRIP on January 15, 2015 Units issued pursuant to DRIP on February 15, 2015 Units issued pursuant to Unit Purchase Plan Cancellation of REIT A Units Total Units outstanding on February 19, 2015 Percentage of all Units REIT A Units 103,420,221 2,236,530 4,765 157,608 2,936,023 (832,200) 13,628 107,936,575 99.4% 228,186 252,044 545 (835,000) 107,582,350 99.4% LP B Units 3,538,457 -‐ -‐ -‐ (2,936,023) -‐ -‐ 602,434 0.6% -‐ -‐ -‐ -‐ 602,434 0.6% Total 106,958,678 2,236,530 4,765 157,608 -‐ (832,200) 13,628 108,539,009 100.0% 228,186 252,044 545 (835,000) 108,184,784 100.0% Exchange of REIT B Units for REIT A Units On July 23, 2014, one of the holders of the subsidiary redeemable units surrendered 2,936,023 subsidiary redeemable units and received 2,936,023 REIT B Units. On July 24, 2014, 2,936,023 REIT B Units were exchanged for 2,936,023 REIT A Units. Short form base shelf prospectus On November 26, 2012, the Trust issued a short form base shelf prospectus, which is valid for a 25-‐month period, during which time the Trust may offer and issue, from time to time, units and debt securities convertible into or exchangeable for Units of the Trust, or any combination thereof, with an aggregate offering price of up to $2.0 billion. The short form base shelf prospectus expired on December 26, 2014, and has not yet been renewed. For the year ended December 31, 2014, the Trust completed the issuance of $150 million (December 31, 2013 – $300 million) aggregate principal amount of senior unsecured debentures under the short form base shelf prospectus. Normal course issuer bid The Trust renewed its normal course issuer bid, which commenced on June 20, 2014 and will remain in effect until the earlier of June 19, 2015 or the date on which the Trust has purchased the maximum number of REIT A Units permitted under the bid. Under the bid, the Trust has the ability to purchase for cancellation up to a maximum of 10,298,296 REIT A Units (representing 10% of the Trust’s public float of 102,982,963 REIT A Units at the time of entering the bid through the facilities of the TSX). For the year ended December 31, 2014, 832,200 REIT A Units had been purchased and subsequently cancelled under the bid for a total cost of $20.9 million (December 31, 2013 – 2,134,800 REIT A Units had been purchased and subsequently cancelled under the previous bid for a total cost of $60.7 million). Subsequent to year-‐end, the Trust purchased an additional 835,000 REIT A Units at a total cost of approximately $22.3 million. Dream Office REIT 2014 Annual Report | 26 Distribution policy Our Declaration of Trust provides our trustees with the discretion to determine the percentage payout of income that would be in the best interest of the Trust, which allows for any unforeseen expenditures and the variability in cash distributions as a result of additional units issued pursuant to the Trust’s DRIP. The Trust determines the distribution rate by, among other considerations, its assessment of cash flow as determined using adjusted cash flows from operating activities (a non-‐GAAP measure), which includes cash flows from operating activities of our investments in joint ventures that are equity accounted and excludes the fluctuations in non-‐cash working capital, transaction costs on business combinations and investment in lease incentives and initial direct leasing costs. As such, the Trust believes the cash distributions are not an economic return of capital, but a distribution of sustainable adjusted cash flow from operating activities. Based on current facts and assumptions, the Trust does not anticipate cash distributions will be reduced or suspended in the foreseeable future. The table below summarizes the distributions for the three and twelve months ended December 31, 2014: Three months ended December 31, 2014 Year ended December 31, 2014 Declared distributions 4% bonus distributions(1) Declared Total distributions 4% bonus distributions(1) $ $ $ 479 $ 246 725 42,363 20,259 62,622 2014 distributions(2) Paid in cash or reinvested in units Payable at December 31, 2014 Total distributions 2014 reinvestment(2) Reinvested to December 31, 2014 Reinvested on January 15, 2015 Total distributions reinvested Distributions paid in cash(2) Reinvestment to distribution ratio Cash payout ratio (1) Unitholders who participate in the DRIP receive an additional distribution of units equal to 4% of each cash distribution that was reinvested. (2) Includes distributions on LP B Units. 55,788 5,891 61,679 180,541 25.5% 74.5% 11,987 5,891 17,878 44,744 28.5% 71.5% 221,961 20,259 242,220 12,466 6,127 18,593 42,842 20,505 63,347 479 236 715 $ 2,232 $ 246 2,478 2,232 236 2,468 $ $ $ $ $ $ $ $ Total 224,193 20,505 244,698 58,020 6,127 64,147 Distributions declared for the three months ended December 31, 2014 were $62.6 million, up $2.6 million over the prior year comparative quarter. Distributions declared for the year ended December 31, 2014 were $242.2 million, up $6.5 million over the prior year. The increase mainly reﬂects a larger number of Units outstanding as a result of the equity issuance completed in 2013, distributions reinvested in additional Units and vested deferred trust units exchanged for REIT A Units, as well as an increase in the distribution rate commencing Q2 2013, offset by REIT A Units buyback. Of the distributions declared for the three months ended December 31, 2014, $17.9 million, or approximately 28.5%, was reinvested in additional REIT A Units (year ended December 31, 2014 – $61.7 million, or approximately 25.5%, was reinvested in additional REIT A Units), resulting in the three months ended December 31, 2014 cash payout ratio of 71.5% (year ended December 31, 2014 – 74.5%). Dream Office REIT 2014 Annual Report | 27 OUR RESULTS OF OPERATIONS Basis of accounting Our discussion of results of operations in the table below includes our share of income from investment in joint ventures. Investment properties revenue Investment properties operating expenses Net rental income Other income Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Interest and fee income Other expenses General and administrative Interest: Debt Subsidiary redeemable units Amortization of external management contracts and depreciation on property and equipment Fair value adjustments, net gains (losses) on transactions and other activities Fair value adjustments to investment properties Fair value adjustments to financial instruments Net gains (losses) on transactions and other activities Income before income taxes Deferred income taxes Net income for the period Other comprehensive income (loss) Unrealized gain (loss) on interest rate swaps Unrealized foreign currency translation gain $ Three months ended December 31, 2013 208,418 $ (92,171) 116,247 2014 205,186 $ (91,015) 114,171 Year ended December 31, 2013 2014 800,531 817,995 (347,643) (356,045) 452,888 461,950 $ 3,699 908 4,607 3,027 942 3,969 15,965 3,234 19,199 15,697 4,690 20,387 (5,882) (6,155) (24,396) (24,061) (37,825) (338) (800) (44,845) (67,300) 2,689 (1,716) (66,327) 7,606 (300) 7,306 (38,365) (1,981) (693) (47,194) (12,627) 251 (1,755) (14,131) 58,891 865 59,756 (152,677) (4,638) (148,369) (7,897) (2,970) (184,681) (2,531) (182,858) (128,456) 2,749 (10,833) (136,540) 159,928 (638) 159,290 127,453 34,840 (7,355) 154,938 445,355 (344) 445,011 39 1,942 1,981 446,992 (323) 1,675 1,352 8,658 $ (480) 1,085 605 60,361 $ (666) 3,210 2,544 161,834 $ Comprehensive income for the period $ Investment properties revenue Investment properties revenue includes net rental income from investment properties as well as the recovery of operating costs and property taxes from tenants. Investment properties revenue for the quarter was $205.2 million, a decrease of $3.2 million, or 1.6%, over the prior year comparative quarter, mainly due to lower in-‐place occupancy, decline in straight-‐line rent, increase in amortization of lease incentives and dispositions during 2014, offset by acquisitions completed in 2013. For the year ended December 31, 2014, investment properties revenue was $818.0 million, an increase of $17.5 million, or 2.2%, over the prior year. The increase was mainly attributable to the acquisitions completed in 2013, offset by the explanations noted previously. Dream Office REIT 2014 Annual Report | 28 Investment properties operating expenses Investment properties operating expenses comprises occupancy costs and property taxes as well as certain expenses that are not recoverable from tenants, the majority of which are related to leasing. Operating expenses fluctuate with changes in occupancy levels and levels of repairs and maintenance. Investment properties operating expenses for the quarter was $91.0 million, a decrease of $1.2 million, or 1.3%, over the prior year comparative quarter, mainly due to lower in-‐place occupancy and dispositions during 2014, offset by acquisitions completed in 2013. For the year ended December 31, 2014, investment properties operating expenses were $356.0 million, an increase of $8.4 million, or 2.4%, over the prior year. The increase was mainly attributable to the acquisitions completed in 2013, offset by dispositions during 2014. Interest and fee income Interest and fee income comprises fees earned from third-‐party property management, including management, construction and leasing fees, and interest earned on bank accounts and related fees. Except for the third-‐party property management fees, the income included in interest and fee income is not necessarily of a recurring nature and the amounts may vary quarter-‐ over-‐quarter. Interest and fee income for the quarter remained relatively flat at $0.9 million when compared to the prior year comparative quarter (for the year ended December 31, 2014 – $3.2 million, a decrease of $1.5 million, or 31.0%, over the prior year). The decrease was mainly attributable to the decrease in property management fees subsequent to the acquisition of our joint venture’s two-‐third interest in IBM Corporate Park, and the higher interest income earned on the excess cash on hand during the prior year. General and administrative expenses The following table summarizes the nature of expenses included: Asset management fees Deferred compensation expense Other(1) General and administrative expenses (1) Other comprises corporate management, Board of Trusteesʼ fees and expenses, and investor relations expenses. $ $ Three months ended December 31, 2013 4,286 $ 943 926 6,155 $ 2014 4,244 $ 787 851 5,882 $ Year ended December 31, 2013 2014 16,568 17,093 $ 4,087 3,707 3,406 3,596 24,061 24,396 $ General and administrative expenses for the quarter were $5.9 million, a decrease of $0.3 million, or 4.4%, over the prior year comparative quarter, mainly attributable to fair value adjustments to vested DUIP units during the quarter and lower professional fees. For the year ended December 31, 2014, general and administrative expenses were $24.4 million, an increase of $0.3 million, or 1.4%, over the prior year. The increase was mainly driven by higher asset management fees related to acquisitions completed in 2013, along with higher general corporate costs resulting from the growth of the portfolio and more DUIP units vesting, offset by fair value adjustments to vested DUIP units during the year. Interest expense – debt Interest expense on debt for the three months ended December 31, 2014 was $37.8 million, a decrease of $0.5 million, or 1.4%, over the prior year comparative quarter, primarily due to interest expense savings from the refinancing of maturing debt at lower interest rates in 2013 and in 2014 and higher rate mortgages assumed by the purchaser upon disposition of certain investment properties sold during 2014. Interest expense on debt for the year ended December 31, 2014 was $152.7 million, an increase of $4.3 million, or 2.9%, over the prior year. The increase in interest expense on debt for the year resulted mainly from carrying more debt from acquisitions in 2013 and through Units buyback predominantly during this quarter, offset by interest expense savings from the refinancing of maturing debt at lower interest rates in 2013 and in 2014 and mortgages assumed by the purchaser upon disposition of certain investment properties sold during 2014. Dream Office REIT 2014 Annual Report | 29 Interest expense – subsidiary redeemable units Interest expense on subsidiary redeemable units for the quarter was $0.3 million, a decrease of $1.6 million, or 82.9%, over the prior year comparative quarter (for the year ended December 31, 2014 – $4.6 million, a decrease of $3.3 million, or 41.3%, over the prior year). The decrease was mainly attributable to one of the holders of the subsidiary redeemable units surrendering 2,936,023 subsidiary redeemable units and receiving 2,936,023 REIT A Units. Amortization of external management contracts and depreciation on property and equipment Amortization of external management contracts and depreciation on property and equipment expense for the quarter was $0.8 million, an increase of $0.1 million, or 15.4%, over the prior year comparative quarter (for the year ended December 31, 2014 – $3.0 million, an increase of $0.4 million, or 17.3%, over the prior year). The increase was primarily due to an increase in property and equipment. Fair value adjustments to investment properties Fair value adjustments to investment properties for the quarter resulted in a loss of $67.3 million (for the year ended December 31, 2014 – a loss of $128.5 million), mainly driven by externally appraised properties in Western Canada and Calgary, where the external appraisers assumed lowered market rents and increased downtimes in selected assets. Other factors which contributed to the fair value decline included changes in rental rates and leasing assumptions, mainly in Western Canada and Calgary downtown properties with previously identified future tenant vacancies. The weighted average cap rate across our total portfolio before redevelopment properties, assets held for sale and sold properties compressed by 2 bps to 6.16% when compared to September 30, 2014 and December 31, 2013. The overall decrease in cap rates was mainly experienced in Toronto downtown and Eastern Canada, offset by modest increases in other regions. Fair value adjustments to financial instruments Fair value adjustments to financial instruments include remeasurement on the conversion feature of the convertible debenture, remeasurement of the carrying value of subsidiary redeemable units and remeasurement of deferred trust units. Our remeasurement of the conversion feature of the convertible debenture resulted in a loss of $0.3 million during the quarter (gain of $0.5 million for the year ended December 31, 2014), mainly as a result of fluctuations in the unit price, credit spread and historical volatility inputs used to value the conversion feature of the convertible debenture. Our remeasurement of the carrying value of subsidiary redeemable units resulted in a gain of $1.7 million during the quarter (gain of $1.5 million for the year ended December 31, 2014), mainly as a result of a decrease in the unit price during the quarter and for the year ended December 31, 2014. The remeasurement of the deferred trust units resulted in a gain of $1.3 million during the quarter (gain of $0.8 million for the year ended December 31, 2014), mainly as a result of a decrease in the unit price during the quarter and for the year ended December 31, 2014. Net gains (losses) on transactions and other activities The following table summarizes the nature of expenses included: Debt settlement costs Net loss on sale of investment properties Internal leasing costs Business transformation costs Total Three months ended December 31, 2013 -‐ -‐ (1,755) -‐ (1,755) 2014 (683) $ -‐ (758) (275) (1,716) $ $ $ $ $ Year ended December 31, 2013 2014 (241) (1,892) $ (283) (1,496) (6,831) (6,345) (1,100) -‐ (7,355) (10,833) $ Net losses on transactions and other activities for the quarter remained flat at $1.7 million over the prior year comparative quarter (for the year ended December 31, 2014 – $10.8 million, an increase of $3.5 million, or 47.2%, over the prior year). During the quarter, the Trust incurred $0.7 million of debt settlement costs related to the early discharge of mortgages associated with Adelaide Place and Airway Centre 1 and 2–4. Included within internal leasing costs during the quarter is a one-‐ time cost recovery of $1.4 million from third-‐party managed properties related to leasing services provided prior to 2014. Dream Office REIT 2014 Annual Report | 30 For the year ended December 31, 2014, the overall increase in net losses on transactions and other activities was mainly driven by an increase in debt settlement costs, increase in net loss on sale due to the sale of nine investment properties for the year compared to two properties in the prior year, and business transformation costs incurred in the year as part of the Shared Services and Cost Sharing Agreement entered into with Dream Asset Management Corp. (“DAM”), formerly known as Dundee Realty Corporation, a subsidiary of Dream Unlimited Corp., in December 2013. The business transformation costs relate to process and technology improvement costs. We are presently in the early stages of a new initiative that will transform our operating platform to allow us to improve data integrity, realize operating efficiencies, establish business analytic tools and ultimately generate better business outcomes. This initiative will form the foundation of our continuous improvement culture. Related party transactions From time to time, the Trust and its subsidiaries enter into transactions with related parties that are conducted under normal commercial terms. Asset Management Agreement with DAM The Asset Management Agreement provides for a broad range of asset management services for the following fees: • • • • • base annual management fee calculated and payable on a monthly basis, equal to 0.25% of the gross asset value of properties, deﬁned as the fair value of the properties at August 23, 2007 (the date of the sale of our portfolio of properties in Eastern Canada) plus the purchase price of properties acquired subsequent to that date, adjusted for any properties sold; incentive fee equal to 15% of Dream Office REIT’s adjusted funds from operations per unit in excess of $2.65 per unit; capital expenditures fee equal to 5% of all hard construction costs incurred on each capital project with costs in excess of $1 million, excluding work done on behalf of tenants or any maintenance capital expenditures; acquisition fee, calculated over a ﬁscal year based on the anniversary date of the Asset Management Agreement, equal to: (i) 1.0% of the purchase price of a property on the ﬁrst $100 million of properties acquired; (ii) 0.75% of the purchase price of a property on the next $100 million of properties acquired; and (iii) 0.50% of the purchase price of a property acquired in excess of $200 million of properties acquired; and financing fee equal to the lesser of actual expenses incurred by DAM in supplying services relating to ﬁnancing transactions and 0.25% of the debt and equity of all ﬁnancing transactions completed on behalf of Dream Office REIT. Pursuant to the Asset Management Agreement with DAM, the following is a summary of fees incurred for the three and twelve months ended December 31, 2014 and December 31, 2013: Base annual management fee (included in general and administrative expenses) Acquisition fee (included in investment properties) Expense reimbursements (recovery) related to financing arrangements (included in debt) Total incurred under the Asset Management Agreement Three months ended December 31, 2013 2014 Year ended December 31, 2013 2014 $ $ 4,244 $ -‐ 4,287 81 $ 17,093 $ -‐ 16,568 3,201 (245) 3,999 $ 185 4,553 $ 319 17,412 $ 825 20,594 Shared Services and Cost Sharing Agreement with DAM Pursuant to the Shared Services and Cost Sharing Agreement with DAM, the following is a summary of fees incurred for the three and twelve months ended December 31, 2014 and December 31, 2013: Business transformation costs Strategic services and other Total costs incurred under the Shared Services and Cost Sharing $ Three months ended December 31, 2013 -‐ -‐ -‐ 2014 275 $ 97 372 $ $ Year ended December 31, 2013 -‐ -‐ -‐ 2014 1,100 $ 405 1,505 $ $ $ Dream Office REIT 2014 Annual Report | 31 Services Agreement with Dream Industrial REIT The following is a summary of the cost recoveries from Dream Industrial REIT for the three and twelve months ended December 31, 2014 and December 31, 2013: Cost recoveries charged to Dream Industrial REIT: Services Agreement with Dream Industrial REIT Total cost recoveries from Dream Industrial REIT $ $ 1,640 1,640 $ $ 2,177 2,177 $ $ 5,999 5,999 $ $ 5,130 5,130 Three months ended December 31, 2013 2014 Year ended December 31, 2013 2014 Deferred income taxes expense Deferred income taxes expense for the three and twelve months ended December 31, 2014 were $0.3 million and $0.6 million, respectively, which related to the two investment properties located in the United States (“U.S.”). Other comprehensive income (loss) Other comprehensive income (loss) comprises unrealized gain (loss) on interest rate swaps and unrealized foreign currency translation gain related to the two properties located in the United States. For the three and twelve months ended December 31, 2014, other comprehensive income amounted to $1.4 million and $2.5 million, respectively. The increase in overall comprehensive income (loss) for the three and twelve months ended December 31, 2014 was mainly driven by the strong U.S. dollar in relation to the Canadian dollar throughout 2014. Dream Office REIT 2014 Annual Report | 32 Net operating income (“NOI”) We define NOI as the total of net rental income, including the share of net rental income from investment in joint ventures and property management income, excluding net rental income from properties sold and assets held for sale. NOI is an important measure used by management in evaluating property operation; however, it is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other income trusts. In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, NOI has been reconciled to net rental income in the “Non-‐GAAP measures and other disclosures” section of the MD&A. The following pie chart illustrates NOI by region as a percentage of total NOI excluding properties sold and properties held for sale for the three months ended December 31, 2014. NOI BY REGION (Three months ended December 31, 2014) Eastern Canada, 17% Western Canada, 20% Toronto suburban, 13% Calgary downtown, 16% Toronto downtown, 31% Calgary suburban, 3% Dream Office REIT 2014 Annual Report | 33 NOI comparative portfolio NOI shown below details comparative and non-‐comparative items to assist in understanding the impact each component has on NOI. The comparative properties disclosed in the following table are properties acquired prior to January 1, 2013. Income from, properties sold and properties held for sale contributing to NOI in comparative periods are shown separately. Comparative NOI and NOI attributed to acquisitions exclude lease termination fees, bad debt expense, one-‐time property adjustments, straight-‐ line rents and amortization of lease incentives. For the year ended December 31, 2014, NOI from comparative properties increased by 0.5%, or $2.2 million, over the prior year, with increases across all regions, except for Calgary suburban and Toronto suburban. The overall increase was mainly driven by higher rental rates achieved on new leasing completed during the period and over the past year and the benefit of step rents, offset by lower occupancy. On a quarterly basis, NOI from comparative properties increased by 0.7%, or $0.7 million, over the prior year comparative quarter, with increases across all regions, except for Calgary downtown and Toronto suburban. $ Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Comparative properties Lease termination fees and other Properties held for redevelopment Acquisitions Straight-‐line rent Amortization of lease incentives NOI NOI from properties sold and properties held for sale(1) NOI including income from properties $ sold and assets held for sale 2013 $ Three months ended December 31, Growth % 1.8 (6.0) 7.6 4.8 (3.6) 1.7 0.7 2014 $ 20,993 16,341 2,740 30,920 15,487 19,334 105,815 546 (126) 9,877 778 (2,726) 20,616 17,383 2,547 29,500 16,069 19,004 105,119 621 (113) 9,319 1,848 (1,921) Amount 377 (1,042) 193 1,420 (582) 330 696 (75) (13) 558 (1,070) (805) (709) Year ended December 31, Growth $ 2014 $ 83,807 68,931 10,283 120,508 63,324 77,084 423,937 1,869 (468) 38,846 4,612 (9,952) 2013 $ 82,015 68,434 10,397 118,399 65,866 76,631 421,742 2,127 (532) 22,978 7,415 (6,343) Amount % 1,792 2.2 0.7 497 (114) (1.1) 2,109 1.8 (2,542) (3.9) 0.6 0.5 453 2,195 (258) 64 15,868 (2,803) (3,609) 11,457 114,164 114,873 (0.6) 458,844 447,387 2.6 7 1,374 (1,367) 3,106 5,501 (2,395) 114,171 $ 116,247 $ (2,076) (1.8) $ 461,950 $ 452,888 $ 9,062 2.0 (1) Includes straight-‐line rents and amortization of lease incentives. Western Canada increased by 1.8%, or $0.4 million, over the prior year comparative quarter (for the year ended December 31, 2014 – an increase of 2.2%, or $1.8 million, over the prior year), largely due to higher rents on renewals and step-‐up in rental rates for certain tenants, offset by a decline in weighted average in-‐place occupancy of approximately 70,000 square feet. Calgary downtown decreased by 6.0%, or $1.0 million, over the prior year comparative quarter, primarily due to a decline in weighted average in-‐place occupancy, mainly attributed to the 100,000 square feet of previously identified vacates taking effect in the prior quarter. For the year ended December 31, 2014, the increase of 0.7%, or $0.5 million, over the prior year was mainly attributable to higher rents on renewals and step-‐up in rental rates and recoveries for certain tenants, offset by a decline in weighted average in-‐place occupancy, mainly attributed to the 100,000 square feet of previously identified vacates taking effect in the prior quarter. Calgary suburban increased by 7.6%, or $0.2 million, over the prior year comparative quarter, mainly due to higher rents on renewals, step-‐up in rental rates for certain tenants, lower non-‐recoverable expenses and savings in operating expenses related to certain government tenants. For the year ended December 31, 2014, the decrease of 1.1%, or $0.1 million, over the prior year was mainly attributable to a decline in weighted average in-‐place occupancy. Toronto downtown increased by 4.8%, or $1.4 million, over the prior year comparative quarter (for the year ended December 31, 2014 – an increase of 1.8%, or $2.1 million, over the prior year), mainly due to higher rents on renewals, step-‐up in rental rates for certain tenants and higher weighted average in-‐place occupancy of approximately 27,000 square feet. Dream Office REIT 2014 Annual Report | 34 Toronto suburban decreased by 3.6%, or $0.6 million, over the prior year comparative quarter (for the year ended December 31, 2014 – a decrease of 3.9%, or $2.5 million, over the prior year), mainly due to a decline in weighted average in-‐place occupancy of approximately 210,000 square feet, offset by higher rents on renewals and step-‐up in rental rates for certain tenants. Eastern Canada increased by 1.7%, or $0.3 million, over the prior year comparative quarter (for the year ended December 31, 2014 – an increase of 0.6%, or $0.5 million, over the prior year), mainly due to higher rents on renewals and step-‐up in rental rates for certain tenants, and favourable foreign exchange adjustments in our U.S. properties of $0.4 million throughout the period. This was offset by a decline in weighted average in-‐place occupancy of approximately 73,000 square feet. For the three and twelve months ended December 31, 2014, we recognized lease termination fees and other adjustments of $0.5 million and $1.9 million, respectively (three and twelve months ended December 31, 2013 – $0.6 million and $2.1 million, respectively). NOI prior quarter comparison The comparative properties disclosed in the following table include properties acquired prior to January 1, 2014. Western Canada Calgary – downtown Calgary – suburban Toronto – downtown Toronto – suburban Eastern Canada Comparative properties Lease termination fees and other Properties held for redevelopment Straight-‐line rent Amortization of lease incentives NOI NOI from properties sold and properties held for sale(1) NOI including income from properties sold and assets held for sale (1) Includes straight-‐line rents and amortization of lease incentives. December 31, September 30, 2014 24,319 18,309 3,107 35,136 15,487 19,334 115,692 546 (126) 778 (2,726) 114,164 7 114,171 $ $ $ $ 2014 24,270 19,485 3,011 34,424 15,472 19,300 115,962 97 (70) 513 (2,717) 113,785 635 114,420 $ $ Three months ended Growth Amount 49 (1,176) 96 712 15 34 (270) 449 (56) 265 (9) 379 (628) (249) % 0.2 (6.0) 3.2 2.1 0.1 0.2 (0.2) 0.3 (0.2) Comparative properties NOI decreased by 0.2%, or $0.3 million, over the prior quarter. Calgary downtown decreased by 6.0%, or $1.2 million, over the prior quarter, mainly due to a tenant that vacated approximately 100,000 square feet in the previous quarter and lower average in-‐place rents. Calgary suburban increased by 3.2%, or $0.1 million, over the prior quarter, mainly due to an increase in weighted average in-‐place occupancy and higher rents on renewals and step-‐up in rental rates for certain tenants. Toronto downtown increased by 2.1%, or $0.7 million, over the prior quarter, mainly due to an increase in weighted average in-‐place occupancy of approximately 39,000 square feet and higher rents on renewals and step-‐up in rental rates for certain tenants. Western Canada, Toronto suburban and Eastern Canada remained relatively flat over the prior quarter. For the three months ended December 31, 2014, we recognized lease termination fees and other adjustments of $0.5 million (three months ended September 30, 2014 – $0.1 million). Dream Office REIT 2014 Annual Report | 35 Funds from operations and adjusted funds from operations Net income for the period Add (deduct): Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of FFO from investment in Dream Industrial REIT Depreciation and amortization Loss on sale of investment properties Interest expense on subsidiary redeemable units Fair value adjustments to investment properties Fair value adjustments to financial instruments and DUIP included in general and administrative expenses (“G&A”) Debt settlement costs Internal leasing costs Deferred income taxes expense (recovery) Lease termination write-‐offs Other FFO Funds from operations Add (deduct): Share of FFO from investment in Dream Industrial REIT Share of AFFO from investment in Dream Industrial REIT Amortization of fair value adjustments on assumed debt Deferred unit compensation expense Straight-‐line rent Business transformation costs Other Deduct: Normalized initial direct leasing costs and lease incentives AFFO Funds from operations Three months ended December 31, Year ended December 31, $ 2014 7,306 $ 2013 59,756 $ 2014 159,290 $ 2013 445,011 (3,699) 4,565 3,526 -‐ 338 67,300 (2,918) 683 758 300 -‐ (10) 78,149 $ (3,027) 3,860 2,629 -‐ 1,981 12,627 (417) -‐ 1,755 (865) -‐ (57) 78,242 $ (15,965) 16,412 12,922 1,496 4,638 128,456 (3,441) 1,892 6,345 638 336 (190) 312,829 $ (15,697) 15,104 8,878 283 7,897 (127,453) (35,070) 241 6,831 344 45 (167) 306,247 78,149 $ 78,242 $ 312,829 $ 306,247 (4,565) 3,767 (1,110) 1,016 (778) 275 (54) 76,700 (3,860) 3,116 (1,370) 1,109 (1,848) -‐ (400) 74,989 (16,412) 13,511 (4,754) 4,399 (4,612) 1,100 (433) 305,628 (15,104) 12,052 (6,633) 4,317 (7,415) -‐ (260) 293,204 $ $ (8,130) 68,570 $ (8,005) 66,984 $ (32,568) 273,060 $ (31,428) 261,776 $ FFO FFO per unit – basic(1) FFO per unit – diluted(1) (1) The LP B Units are included in the calculation of basic and diluted FFO per unit. $ $ $ Three months ended December 31, Year ended December 31, 2014 78,149 0.72 0.71 $ $ $ 2013 78,242 0.72 0.72 $ $ $ 2014 312,829 2.88 2.87 $ $ $ 2013 306,247 2.88 2.87 Total FFO for the year ended December 31, 2014 was $312.8 million, an increase of $6.6 million, or 2.1%, over the prior year (FFO for the quarter was $78.1 million, a decrease of $0.1 million, or 0.1%, over the prior year comparative quarter). Diluted FFO on a per unit basis for the year ended December 31, 2014 remained flat at $2.87 per unit over the prior year (diluted FFO on a per unit basis for the quarter decreased to $0.71 from $0.72 over the prior year comparative quarter). The decrease in diluted FFO per unit over the prior year comparative quarter primarily resulted from the favourable points noted below offset by write-‐off of straight-‐line rent due to early lease terminations during 2014 and dispositions completed during 2014. Dream Office REIT 2014 Annual Report | 36 Adjusted funds from operations AFFO AFFO per unit – basic(1) (1) The LP B Units are included in the calculation of basic AFFO per unit. $ $ Three months ended December 31, Year ended December 31, 2014 68,570 0.63 $ $ 2013 66,984 0.62 $ $ 2014 273,060 2.52 $ $ 2013 261,776 2.47 Total AFFO for the year ended December 31, 2014 was $273.1 million, an increase of $11.3 million, or 4.3%, over the prior year comparative period (AFFO for the quarter was $68.6 million, an increase of $1.6 million, or 2.4%, over the prior year comparative quarter). Basic AFFO on a per unit basis for the year ended December 31, 2014 increased to $2.52 from $2.47 over the prior year comparative period (AFFO on a per unit basis for the quarter increased to $0.63 from $0.62 over the prior year comparative quarter). The increase in basic AFFO per unit over the prior year and prior year comparative quarter resulted from: 0.5% and 0.7% growth in comparative properties NOI over the prior year and prior year comparative quarter, respectively; • • • A full year of NOI from accretive acquisitions completed in 2013; and Incremental increase in AFFO from our investment in Dream Industrial REIT; • Interest rate savings upon refinancing of maturing debt; Offset by: • Dispositions completed during 2014. SELECTED ANNUAL INFORMATION The following table provides selected financial information for the past three years: Investment properties revenue(1) Income from continuing operations Net income Total assets(1) Non-‐current debt(1) Total debt(1) Distributions declared Distribution rate (per unit) Units outstanding: REIT Units, Series A REIT Units, Series B LP Class B Units, Series 1 $ 2014 817,995 $ 159,290 159,290 7,558,895 3,216,411 3,594,341 242,220 2.24 2013 800,531 $ 445,011 445,011 7,667,742 3,380,891 3,662,543 235,751 2.23 2012 686,564 266,174 291,073 6,913,744 2,960,313 3,314,594 203,596 2.20 107,936,575 -‐ 602,434 103,420,221 -‐ 3,538,457 97,618,625 16,316 3,528,658 (1) Includes investment in joint ventures, which are equity accounted, and properties held for sale. Dream Office REIT 2014 Annual Report | 37 QUARTERLY INFORMATION The following tables show quarterly information since January 1, 2013. Key leasing, financing, portfolio and results of operations quarterly information Leasing Occupancy – including committed (period-‐end) Occupancy – in place (period-‐end) Occupancy – national industry average Tenant retention ratio Average in-‐place net rent per square foot (period-‐end)(1) $ Q4 Q3 Q2 93.0% 91.4% 89.3% 64.4% 93.0% 91.1% 89.7% 34.5% 94.1% 92.5% 89.6% 54.8% 2014 Q1 94.2% 92.5% 89.7% 62.6% Q4 Q3 Q2 94.3% 92.7% 90.3% 67.8% 94.6% 93.6% 90.9% 64.1% 94.9% 93.8% 91.3% 61.5% 2013 Q1 94.7% 93.7% 91.5% 56.5% 18.22 $ 7.8% 18.21 $ 8.2% 18.14 $ 8.0% 4.20% 4.15% Market rent/in-‐place rent (%)(1) Financing Weighted average effective interest rate on debt (period-‐end) Weighted average face rate of interest on debt (period-‐end) Interest coverage ratio (times) Net average debt-‐to-‐EBITDFV (years) Level of debt (net debt-‐to-‐gross book value) Debt – average term to maturity (years) Unencumbered assets (in millions) Portfolio Number of properties GLA (millions of sq. ft.)(2) (1) Comparative figures have been reclassified to conform to the current period presentation. (2) Excludes redevelopment properties and properties held for sale. 4.18% 2.9 7.8 47.5% 4.4 796 $ 4.21% 2.9 7.8 46.9% 4.2 794 $ 177 24.2 177 24.2 $ 4.19% 4.22% 2.9 7.9 47.3% 4.4 793 $ 182 24.5 17.97 $ 8.9% 17.83 $ 8.9% 17.85 $ 9.4% 17.54 $ 10.8% 17.26 12.1% 4.19% 4.18% 4.22% 4.26% 4.33% 4.23% 2.9 8.0 47.6% 4.6 771 $ 4.22% 2.9 8.0 47.6% 4.6 622 $ 4.28% 2.9 7.8 47.0% 4.8 568 $ 4.35% 2.9 8.0 46.4% 4.8 377 $ 4.49% 2.9 8.0 47.3% 4.8 115 186 24.6 186 24.6 185 24.5 184 24.2 177 23.3 Results of operations (in thousands of Canadian dollars) Investment properties revenue Investment properties operating expenses Net rental income Other income Other expenses Fair value adjustments, net gains (losses) on transactions and other activities Income before income taxes Deferred income taxes recovery (expense) Net income for the period Other comprehensive income Q4 Q1 $ 176,460 $ 173,724 $ 176,432 $ 178,663 $ 179,574 $ 175,044 $ 170,589 $ 161,965 Q2 Q2 Q3 Q4 Q1 Q3 2014 2013 (77,702) 98,758 14,950 (40,108) (74,449) 99,275 12,784 (40,548) (74,339) 102,093 14,363 (43,507) (77,281) 101,382 14,678 (42,790) (78,732) 100,842 9,380 (42,684) (74,181) 100,863 17,416 (41,902) (73,570) 97,019 42,862 (40,802) (69,189) 92,776 35,056 (39,041) (65,994) 7,606 (16,608) 54,903 (26,226) 46,723 (22,574) 50,696 (8,647) 58,891 16,457 92,834 45,356 144,435 60,427 149,218 (300) 7,306 (36) 54,867 (155) 46,568 (147) 50,549 865 59,756 (475) 92,359 (182) 144,253 (552) 148,666 (loss) 1,352 1,708 (1,523) 1,007 605 (1,350) 2,705 21 Comprehensive income for the period $ 8,658 $ 56,575 $ 45,045 $ 51,556 $ 60,361 $ 91,009 $ 146,958 $ 148,687 Dream Office REIT 2014 Annual Report | 38 Calculation of funds from operations (in thousands of Canadian dollars except for unit and per unit amounts) Net income for the period Add (deduct): Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of FFO from investment in Dream Industrial REIT Depreciation and amortization Loss on disposal of Q4 Q3 Q2 2014 Q1 Q4 Q3 Q2 $ 7,306 $ 54,867 $ 46,568 $ 50,549 $ 59,756 $ 92,359 $ 144,253 $ 2013 Q1 148,666 (3,699) (3,291) (5,386) (3,589) (3,027) (3,454) (2,884) (6,332) 4,565 3,526 4,070 3,515 3,946 3,065 3,831 2,817 3,860 2,629 3,932 2,173 3,780 2,259 3,532 1,817 investment properties -‐ 565 931 -‐ -‐ -‐ -‐ 283 Interest expense on subsidiary redeemable units Fair value adjustments to investment properties Fair value adjustments to financial instruments and DUIP included in G&A Debt settlement costs Internal leasing costs Deferred income taxes expense (recovery) Other 338 337 1,982 1,981 1,981 1,982 1,986 1,948 67,300 17,644 25,197 18,315 12,627 (3,359) (56,560) (80,161) (2,918) 683 758 (2,285) -‐ 1,969 746 -‐ 1,718 1,016 1,209 1,900 (417) -‐ 1,755 (16,548) -‐ 1,736 (18,894) 241 1,732 789 -‐ 1,610 FFO FFO per unit – basic(1) FFO per unit – diluted(1) (1) The LP B Units are included in the calculation of basic and diluted FFO per unit. 77,389 $ 0.71 $ 0.71 $ $ $ $ 300 (10) 78,149 $ 0.72 $ 0.71 $ 36 (38) 155 265 79,187 $ 0.73 $ 0.73 $ 147 (72) (865) (57) 475 2 78,104 $ 0.73 $ 0.72 $ 78,242 $ 0.72 $ 0.72 $ 79,298 $ 0.73 $ 0.73 $ 182 (55) $ $ $ 76,040 0.72 0.71 552 (35) 72,669 0.72 0.71 Dream Office REIT 2014 Annual Report | 39 Calculation of adjusted funds from operations (in thousands of Canadian dollars except for unit and per unit amounts) Funds from operations Add (deduct): Q4 78,149 $ $ Q3 Q2 2014 Q1 Q4 Q3 Q2 77,389 $ 79,187 $ 78,104 $ 78,242 $ 79,298 $ 76,040 $ 2013 Q1 72,669 Share of FFO from investment in Dream Industrial REIT Share of AFFO from investment in Dream Industrial REIT Amortization of fair value (4,565) (4,070) (3,946) (3,831) (3,860) (3,932) (3,780) (3,532) 3,767 3,325 3,277 3,142 3,116 3,154 3,050 2,732 adjustments on assumed debt (1,110) (1,166) (1,217) (1,261) (1,370) (1,511) (1,807) (1,946) Deferred unit compensation expense Straight-‐line rent Business transformation costs Other Deduct: Normalized initial direct leasing 1,016 (778) 275 (54) 76,700 1,016 (513) 275 (55) 76,201 1,307 (1,489) 274 (69) 77,324 1,060 (1,832) 276 (255) 75,403 1,109 (1,848) -‐ (400) 74,989 1,108 (1,859) -‐ 244 76,502 1,129 (1,887) -‐ (53) 72,692 971 (1,815) -‐ (57) 69,022 $ $ (8,130) 68,570 $ 0.63 $ costs and lease incentives Adjusted funds from operations AFFO per unit – basic(1) Weighted average units outstanding for FFO and AFFO 108,758 Basic (in thousands) 110,375 Diluted (in thousands) (1) The LP B Units are included in the calculation of basic AFFO per unit. (8,141) 68,060 $ 0.63 $ 109,232 110,849 (8,185) 69,139 $ 0.64 $ (8,112) 67,291 $ 0.62 $ (8,005) 66,984 $ 0.62 $ (8,204) 68,298 $ 0.63 $ (7,812) 64,880 $ 0.61 $ (7,407) 61,615 0.61 108,301 109,938 107,728 109,231 108,082 109,691 108,671 110,290 106,226 107,861 101,564 103,171 NON-‐GAAP MEASURES AND OTHER DISCLOSURES The following non-‐GAAP measures are important measures used by management in evaluating the Trust’s underlying operating performance and debt management. These non-‐GAAP measures are not defined by IFRS, do not have a standardized meaning and may not be comparable with similar measures presented by other income trusts. Funds from operations (“FFO”) Management believes FFO is an important measure of our operating performance. This non-‐GAAP measurement is a commonly used measure of performance of real estate operations; however, it does not represent net income or cash generated from operating activities, as deﬁned by GAAP, and is not necessarily indicative of cash available to fund Dream Office REIT’s needs. In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, FFO has been reconciled to net income in the section “Our results of operations” under the heading “Funds from operations and adjusted funds from operations”. Adjusted funds from operations (“AFFO”) Management believes AFFO is an important measure of our economic performance and is indicative of our ability to pay distributions. This non-‐GAAP measurement is commonly used for assessing real estate performance; however, it does not represent cash generated from operating activities, as deﬁned by GAAP, and is not necessarily indicative of cash available to fund Dream Office REIT’s needs. Our calculation of AFFO includes a deduction for an estimated amount of normalized initial direct leasing costs and lease incentives that we expect to incur based on our current portfolio, and expected average leasing activity. Our estimates of initial direct leasing costs and lease incentives are based on the average of our expected leasing activity multiplied by the average cost per square foot that we incurred and committed to during the period, adjusted for properties that have been acquired or sold. Dream Office REIT 2014 Annual Report | 40 In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, AFFO has been reconciled to cash generated from operating activities in this section under the heading “Cash generated from operating activities to AFFO reconciliation”. NOI NOI is defined by the Trust as the total investment property revenue less investment property operating expenses, including the share of net rental income from investment in joint ventures and property management income. This non-‐GAAP measurement is an important measure used by the Trust in evaluating property operating performance; however, it is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other income trusts. In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, NOI has been reconciled to net rental income in the table below: Net rental income (per consolidated financial statements) Add: Share of net rental income from investments in joint ventures NOI Less: NOI from properties sold and properties held for sale NOI (excluding properties sold and properties held for sale) $ $ $ Three months ended December 31, 2013 100,842 15,405 116,247 1,374 114,873 2014 98,758 15,413 114,171 7 114,164 $ Year ended December 31, 2014 401,508 60,442 461,950 3,106 458,844 $ $ 2013 391,500 61,388 452,888 5,501 447,387 $ $ Comparative properties NOI Comparative properties NOI includes NOI of same properties owned by the Trust in the current and prior year comparative period and current and prior year, and excludes lease termination fees and property one-‐time adjustments, NOI of acquired properties and properties held for redevelopment, straight-‐line rents, bad debt expenses and amortization of lease incentives. Comparative properties NOI is an important non-‐GAAP measure used by management to evaluate the performance of the same properties owned by the Trust in the current, comparative period and prior quarter as presented. This non-‐GAAP measure is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other income trusts. Stabilized NOI Stabilized NOI for an individual property is defined by the Trust as investment property revenues less property operating expenses, including the share of net rental income from investment in joint ventures and property management income, adjusted for items such as average lease up costs, long-‐term vacancy rates, non-‐recoverable capital expenditures, management fees, straight-‐line rents and other non-‐recurring items. This non-‐GAAP measurement is an important measure used by the Trust in determining the fair value of individual investment properties; however, it is not defined by IFRS, does not have a standard meaning and may not be comparable with similar measures presented by other income trusts. Dream Office REIT 2014 Annual Report | 41 Weighted average number of units The basic weighted average number of units outstanding used in the FFO and AFFO per unit calculations includes the weighted average number of all REIT Units, LP B Units, and vested but unissued deferred trust units and income deferred trust units. The diluted weighted average number of units for the three months and year ended December 31, 2014 assumes the conversion of the 5.5% Series H Debentures, as they are dilutive. Diluted FFO per unit for the three and twelve months ended December 31, 2014 excludes $0.7 million and $2.8 million, respectively, in interest related to convertible debentures (for the three and twelve months ended December 31, 2013 – $0.7 million and $2.9 million, respectively). Weighted average units outstanding for basic per unit amounts (in thousands) Weighted average units outstanding for diluted per unit amounts (in thousands) Three months ended December 31, Year ended December 31, 2014 2013 2014 2013 109,232 108,082 108,484 106,164 110,849 109,691 110,100 107,773 Adjusted cash flows from operating activities When the Trust determines its cash available for distribution, it uses adjusted cash flows from operating activities which includes cash flows from operating activities of our investments in joint ventures that are equity accounted and excludes fluctuations in working capital, transaction costs on business combinations and investment in lease incentives and initial direct leasing costs. The Trust funds its working capital needs and investments in lease incentives and initial direct leasing costs with cash and cash equivalent on hand and our credit facilities. Accordingly, management believes adjusted cash flows from operating activities is an important measure that reflects our ability to pay cash distributions. This non-‐GAAP measurement does not represent cash generated from (utilized in) operating activities (as per consolidated financial statements), as defined by GAAP. Cash flows from operating activities (including investments in joint ventures) When the Trust determines its cash available for distribution, it uses adjusted cash flows from operating activities. One of the components of adjusted cash flows from operating activities is cash flows from operating activities of our investments in joint ventures that are equity accounted. Management believes it is important to include cash flows from operating activities of our investments in joint ventures that are equity accounted as it forms part of the Trust’s determination of its cash available for distribution. This non-‐GAAP measurement does not represent cash generated from (utilized in) operating activities (as per consolidated financial statements), as defined by GAAP. Investment in joint ventures The Trust’s proportionate share of the financial position and results of operations of its investment in joint ventures, which are accounted for using the equity method in the consolidated financial statements and as presented and discussed throughout the MD&A using the proportionate consolidation method, are non-‐GAAP measures. A reconciliation of the financial position and results of operations to the consolidated balance sheets and consolidated statements of comprehensive income is included in the following tables. Dream Office REIT 2014 Annual Report | 42 Balance sheet reconciliation to consolidated financial statements December 31, 2014 December 31, 2013 Amounts per consolidated financial statements Share from investment in joint ventures Amounts per consolidated financial statements Share from investment in joint ventures Total $ 6,139,070 191,691 553,141 106,803 6,990,705 $ $ 1,062,776 -‐ (553,141) 8,507 518,142 $ $ 16,565 8,593 10,920 36,078 2,968 7,029,751 2,731,506 15,151 17,082 6,183 18,935 2,788,857 $ $ 682 351 9,969 11,002 -‐ 529,144 484,905 -‐ -‐ -‐ 378 485,283 $ $ 7,201,846 191,691 -‐ 115,310 7,508,847 17,247 8,944 20,889 47,080 2,968 7,558,895 3,216,411 15,151 17,082 6,183 19,313 3,274,140 $ $ $ 6,241,685 166,317 527,255 104,822 7,040,079 28,476 9,450 31,017 68,943 15,921 7,124,943 2,884,481 101,978 18,535 5,167 18,867 3,029,028 $ $ 1,061,436 -‐ (527,255) 2,804 536,985 $ $ 2,520 432 2,862 5,814 -‐ 542,799 496,410 -‐ -‐ -‐ 235 496,645 $ $ Total 7,303,121 166,317 -‐ 107,626 7,577,064 30,996 9,882 33,879 74,757 15,921 7,667,742 3,380,891 101,978 18,535 5,167 19,102 3,525,673 365,855 12,075 377,930 264,535 11,678 276,213 97,522 463,377 3,252,234 $ $ 31,786 43,861 529,144 129,308 507,238 3,781,378 $ 108,242 372,777 3,401,805 $ $ 34,476 46,154 542,799 142,718 418,931 3,944,604 $ Assets NON-‐CURRENT ASSETS Investment properties Investment in Dream Industrial REIT Investment in joint ventures Other non-‐current assets CURRENT ASSETS Amounts receivable Prepaid expenses and other assets Cash and cash equivalents Assets held for sale Total assets Liabilities NON-‐CURRENT LIABILITIES Debt Subsidiary redeemable units Deferred Unit Incentive Plan Deferred tax liabilities, net Other non-‐current liabilities CURRENT LIABILITIES Debt Amounts payable and accrued liabilities Total liabilities Dream Office REIT 2014 Annual Report | 43 Statement of comprehensive income to consolidated financial statements 2014 Three months ended December 31, 2013 Amounts included in consolidated Share of income from Amounts included in consolidated Share of income from financial investment in financial investment in Investment properties revenue Investment properties operating expenses Net rental income $ Other income Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of net income from investment in joint ventures Interest and fee income Other expenses General and administrative Interest: Debt Subsidiary redeemable units Amortization of external management contracts and depreciation on property and equipment Fair value adjustments, net gains (losses) on transactions and other activities Fair value adjustments to investment properties Fair value adjustments to financial instruments Net gains (losses) on transactions and other activities Income before income taxes Deferred income tax recovery (expense) Net income for the period Other comprehensive income (loss) Unrealized loss on interest rate swaps Unrealized foreign currency translation gain Comprehensive income for the period $ statements 176,460 $ (77,702) 98,758 joint ventures Total 28,726 $ 205,186 $ (13,313) 15,413 (91,015) 114,171 statements 179,574 $ (78,732) 100,842 joint ventures Total 28,844 $ 208,418 (92,171) (13,439) 116,247 15,405 3,699 -‐ 3,699 3,027 -‐ 3,027 10,343 908 14,950 (10,343) -‐ (10,343) -‐ 908 4,607 5,415 938 9,380 (5,415) 4 (5,411) -‐ 942 3,969 (5,879) (3) (5,882) (6,155) -‐ (6,155) (33,091) (338) (4,734) -‐ (37,825) (338) (33,857) (1,981) (4,508) -‐ (38,365) (1,981) (800) (40,108) -‐ (4,737) (800) (44,845) (691) (42,684) (2) (4,510) (693) (47,194) (67,100) 2,689 (1,583) (65,994) 7,606 (300) 7,306 (200) -‐ (67,300) 2,689 (7,143) 251 (5,484) -‐ (12,627) 251 (133) (333) -‐ -‐ -‐ (1,716) (66,327) 7,606 (300) 7,306 (1,755) (8,647) 58,891 865 59,756 -‐ (5,484) -‐ -‐ -‐ (1,755) (14,131) 58,891 865 59,756 (323) 1,675 1,352 8,658 $ -‐ -‐ -‐ -‐ $ (323) 1,675 1,352 8,658 $ (480) 1,085 605 60,361 $ -‐ -‐ -‐ -‐ $ (480) 1,085 605 60,361 Dream Office REIT 2014 Annual Report | 44 2014 Year ended December 31, 2013 Amounts per consolidated Share of income from financial investment in Amounts per Share of consolidated income from financial investment in statements 705,279 (303,771) 401,508 $ joint ventures 112,716 (52,274) 60,442 $ Total $ 817,995 (356,045) 461,950 statements 687,172 (295,672) 391,500 $ joint ventures 113,359 (51,971) 61,388 $ Total 800,531 (347,643) 452,888 15,965 37,611 3,199 56,775 -‐ 15,965 15,697 -‐ 15,697 (37,611) 35 (37,576) -‐ 3,234 84,382 4,635 19,199 104,714 (84,382) 55 (84,327) -‐ 4,690 20,387 (24,393) (3) (24,396) (23,859) (202) (24,061) (134,952) (4,638) (17,725) -‐ (152,677) (4,638) (130,169) (7,897) (18,200) -‐ (148,369) (7,897) (2,970) (166,953) -‐ (17,728) (2,970) (184,681) (2,527) (164,452) (4) (18,406) (2,531) (182,858) (124,303) 2,749 (4,153) -‐ (128,456) 2,749 85,745 34,840 41,708 -‐ 127,453 34,840 (9,848) (131,402) 159,928 (638) 159,290 (666) 3,210 2,544 161,834 $ -‐ -‐ -‐ -‐ -‐ -‐ -‐ (985) (5,138) (10,833) (136,540) 159,928 113,593 445,355 (6,992) (363) 41,345 -‐ -‐ -‐ (7,355) 154,938 445,355 (344) 445,011 (638) (344) 159,290 445,011 (666) 3,210 2,544 161,834 $ 39 1,942 1,981 446,992 $ $ -‐ -‐ -‐ -‐ $ 39 1,942 1,981 446,992 Investment properties revenue Investment properties operating expenses Net rental income $ Other income Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of net income from investment in joint ventures Interest and fee income Other expenses General and administrative Interest: Debt Subsidiary redeemable units Amortization of external management contracts and depreciation on property and equipment Fair value adjustments, net gains (losses) on transactions and other activities Fair value adjustments to investment properties Fair value adjustments to financial instruments Net gains (losses) on transactions and other activities Income before income taxes Deferred income taxes Net income for the year Other comprehensive income (loss) Unrealized gain (loss) on interest rate swap Unrealized foreign currency translation gain Comprehensive income for the year $ Dream Office REIT 2014 Annual Report | 45 Cash generated from operating activities to AFFO reconciliation In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, the table below reconciles AFFO to cash generated from (utilized in) operating activities. Cash generated from (utilized in) operating activities Add (deduct): Share of AFFO from investment in Dream Industrial REIT Share of net income from investment in joint ventures Initial direct leasing costs and lease incentives Amortization of deferred financing costs Internal leasing costs Business transformation costs Change in non-‐cash working capital Adjustments for investment in joint ventures: Fair value adjustments to investment properties Straight-‐line rent Amortization of lease incentives Internal leasing costs Loss on sale of investment properties Normalized initial direct leasing costs and lease incentives Other AFFO Three months ended December 31, Year ended December 31, 2014 $ 55,103 $ 2013 64,081 $ 2014 203,354 $ 2013 195,237 3,767 10,343 18,295 (786) 625 275 (11,039) 200 (174) 57 133 -‐ (8,130) (99) $ 68,570 $ 3,116 5,415 5,489 (820) 1,755 -‐ (6,815) 5,484 170 30 -‐ -‐ (8,005) (2,916) 66,984 $ 13,511 37,611 49,116 (3,178) 6,118 1,100 (5,648) 4,153 (683) 59 227 758 (32,568) (870) 273,060 $ 12,052 84,382 31,034 (3,034) 6,468 -‐ 9,066 (41,708) 648 328 363 -‐ (31,428) (1,632) 261,776 Cash flows from operating activities and distributions declared In any given period, actual distributions declared may differ from cash generated from (utilized in) operating activities, primarily due to seasonal fluctuations in non-‐cash working capital and the impact of leasing costs, which fluctuate with lease maturities, renewal terms and the type of asset being leased. These seasonal or short-‐term fluctuations are funded with our cash and cash equivalents on hand and, if necessary, with our existing credit facilities. The Trust determines the distribution rate by, among other considerations, its assessment of cash flow as determined using adjusted cash flows from operating activities (a non-‐ GAAP measure), which includes cash flows from operating activities of our investments in joint ventures that are equity accounted and excludes the fluctuations in non-‐cash working capital, transaction costs on business combinations, and investment in lease incentives and initial direct leasing costs. As such, the Trust believes the cash distributions are not an economic return of capital, but a distribution of sustainable adjusted cash flow from operating activities. Based on current facts and assumptions, the Trust does not anticipate cash distributions will be reduced or suspended in the foreseeable future. In any given period, the Trust anticipates that actual distributions declared will, in the foreseeable future, continue to vary from net income as net income includes non-‐cash items such as fair value adjustments to investment properties and fair value adjustments to financial instruments. Accordingly, the Trust does not use net income as a proxy for distributions. As required by National Policy 41-‐201, “Income Trusts and Other Indirect Offerings”, the following table outlines the differences between cash generated from (utilized in) operating activities (per consolidated financial statements) and distributions declared, as well as the differences between net income and distributions declared, in accordance with the guidelines. Dream Office REIT 2014 Annual Report | 46 When the Trust determines its cash available for distribution, it uses adjusted cash flows from operating activities (a non-‐GAAP measure) which includes cash flows from operating activities of our investments in joint ventures that are equity accounted and excludes fluctuations in working capital, transaction costs on business combinations and investment in lease incentives and initial direct leasing costs. Accordingly, the following table also outlines the differences between adjusted cash flow from operating activities and distributions declared. Net income $ Cash generated from (utilized in) operating activities (per Three months ended December 31, 2013(1) 59,756 $ 2014 7,306 $ Year ended December 31, 2013(1) 2014 445,011 159,290 $ consolidated financial statements) 55,103 64,081 203,354 195,237 Add: Investment in joint venturesʼ cash flows from operating activities 3,091 2,392 37,596 38,861 Cash flows from operating activities (including investment in joint ventures) Add (deduct): Investment in lease incentives and initial direct leasing costs Change in non-‐cash working capital Adjusted cash flows from operating activities Distributions declared Adjusted cash flows from operating activities over distributions declared 58,194 66,473 240,950 234,098 18,645 (4,019) 72,820 62,622 5,027 1,157 72,657 59,989 51,001 (3,147) 288,804 242,220 29,180 12,204 275,482 235,751 10,198 12,668 46,584 39,731 Excess (shortfall) of net income over distributions declared Excess (shortfall) of cash generated from (utilized in) operating activities (per consolidated financial statements) (7,519) over distributions declared (1) Comparative figures have been reclassified to conform to the current period presentation. (55,316) $ (233) (82,930) 209,260 $ 4,092 $ (38,866) $ (40,514) For the three and twelve months ended December 31, 2014, adjusted cash flows from operating activities exceeded distributions declared by $10.2 million and $46.6 million, respectively (for the three and twelve months ended December 31, 2013 – $12.7 million and $39.7 million, respectively). For the three and twelve months ended December 31, 2014, actual distributions declared exceeded cash generated from (utilized in) operating activities (per consolidated financial statements) by $7.5 million and $38.9 million, respectively. The shortfall of cash generated from (utilized in) operating activities over distributions declared is mainly due to the fact that cash flows from operating activities of our investments in joint ventures that are equity accounted are excluded from this calculation despite the fact that it forms part of the Trust’s determination of its cash available for distribution. For the three and twelve months ended December 31, 2014, actual distributions declared exceeded cash flows from operating activities (including investment in joint ventures) by $4.4 million and $1.3 million, respectively. This shortfall was mainly driven by the short-‐term fluctuations in our investment in lease incentives and initial direct leasing costs incurred for the three months ended December 31, 2014, from $11.9 million at September 30, 2014 to $18.6 million at December 31, 2014. These investments were funded by cash and cash equivalents and our existing credit facilities. For the year ended December 31, 2013, actual distributions declared exceeded cash flows from operating activities (including investment in joint ventures) by $1.7 million. This shortfall was mainly driven by the short-‐term fluctuations in our investment in lease incentives and initial direct leasing costs incurred for the year ended December 31, 2013. These investments were funded by cash and cash equivalents and our existing credit facilities. Dream Office REIT 2014 Annual Report | 47 Of the distributions declared for the three and twelve months ended December 31, 2014, $17.9 million and $61.7 million, respectively, were reinvested in units pursuant to the DRIP. Cash generated from (utilized in) operating activities exceeded actual distributions declared (excluding the amount reinvested in units pursuant to the DRIP) by $10.4 million and $22.8 million, respectively. Over time, reinvestments pursuant to the DRIP will increase the number of units outstanding which may result in upward pressure on the total amount of cash distributions. Our Declaration of Trust provides our trustees with the discretion to determine the percentage payout of income that would be in the best interest of the Trust, which allows for any unforeseen expenditures and the variability in cash distributions as a result of additional units issued pursuant to the Trust’s DRIP. Accordingly, the Trust believes this does not constitute an economic return of capital. For the three and twelve months ended December 31, 2014, distributions declared exceeded net income by $55.3 million and $82.9 million, respectively, primarily due to non-‐cash components of net income, which include the fair value adjustments to investment properties of $67.1 million and $124.3 million, respectively, and fair value adjustments to financial instruments of $2.7 million for the three and twelve months ended December 31, 2014. For the three months ended December 31, 2013, distributions declared exceeded net income by $0.2 million, primarily due to non-‐cash components of net income, which include the fair value loss to investment properties of $12.6 million, and fair value gain to financial instruments of $0.3 million for the three months ended December 31, 2013. For the year ended December 31, 2013, net income exceeded distributions declared by $209.3 million, primarily due to non-‐cash components of net income, which include the fair value gain to investment properties of $127.5 million, and fair value gain to financial instruments of $34.8 million for the year ended December 31, 2013. Level of debt (net total debt-‐to-‐gross book value and net secured debt-‐to-‐gross book value) Management believes these non-‐GAAP measurements are important measures in the management of our debt levels. Net total debt-‐to-‐gross book value as shown below is determined as total debt (net of cash on hand), which includes debt related to investment in joint ventures that are equity accounted and debt related to assets held for sale, divided by total assets. Net secured debt-‐to-‐gross book value as shown below is determined as secured debt (net of unsecured debt and cash on hand), which includes debt related to investment in joint ventures that are equity accounted and debt related to assets held for sale, divided by total assets. Total assets include assets of investment in joint ventures that are equity accounted and the reversal of accumulated depreciation of property and equipment and cash on hand. Dream Office REIT 2014 Annual Report | 48 In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, the following tables calculate the level of debt (net total debt-‐to-‐gross book value and net secured debt-‐to-‐gross book value) as at December 31, 2014 and December 31, 2013. As at December 31, 2014 $ Non-‐current debt Current debt Debt before undernoted items Less: Cash on hand(1) Total debt (net of cash on hand) Less: Unsecured debt Total secured debt (net of cash on hand) Total assets Add: Accumulated depreciation of property and equipment Less: Cash on hand(1) Total assets (excluding accumulated depreciation of property Amounts per consolidated financial statements Share of amounts from investment in joint ventures 2,731,506 $ 365,855 3,097,361 (5,466) 3,091,895 (533,860) 2,558,035 7,029,751(2) 4,813 (5,466) 484,905 $ 12,075 496,980 -‐ 496,980 -‐ 496,980 529,144 -‐ -‐ and equipment and cash on hand) $ 7,029,098 $ 529,144 $ Net total debt-‐to-‐gross book value Net secured debt-‐to-‐gross book value (1) Cash on hand represents cash at period-‐end, excluding cash held in joint ventures and co-‐owned properties. (2) Includes net assets of investment in joint ventures that are equity accounted. Total 3,216,411 377,930 3,594,341 (5,466) 3,588,875 (533,860) 3,055,015 7,558,895(3) 4,813 (5,466) 7,558,242 47.5% 40.4% (3) Total assets are determined as total assets, including assets related to investment in joint ventures that are equity accounted and assets held for sale. As at December 31, 2013 Amounts per consolidated financial statements Share of amounts from investment in joint ventures $ Non-‐current debt Current debt Debt before undernoted items Add: Debt related to assets held for sale Less: Cash on hand(1) Total debt (net of cash on hand) Less: Unsecured debt Total secured debt (net of cash on hand) Total assets Add: Accumulated depreciation of property and equipment Less: Cash on hand(1) Total assets (excluding accumulated depreciation of property and equipment and cash on hand) Net total debt-‐to-‐gross book value Net secured debt-‐to-‐gross book value (1) Cash on hand represents cash at year-‐end, excluding cash held in joint ventures and co-‐owned properties. 2,884,481 264,535 3,149,016 -‐ (23,436) 3,125,580 (385,532) 2,740,048 7,124,943(2) 3,135 (23,436) 7,104,642 $ $ 496,410 $ 11,678 508,088 5,439 -‐ 513,527 -‐ 513,527 542,799 -‐ -‐ $ 542,799 $ Total 3,380,891 276,213 3,657,104 5,439 (23,436) 3,639,107 (385,532) 3,253,575 7,667,742(3) 3,135 (23,436) 7,647,441 47.6% 42.5% (2) Includes net assets of investment in joint ventures that are equity accounted. (3) Total assets are determined as total assets, including assets related to investment in joint ventures that are equity accounted and assets held for sale. Dream Office REIT 2014 Annual Report | 49 Interest coverage ratio Management believes this non-‐GAAP measurement is an important measure in determining our ability to cover interest expense based on our operating performance. Interest coverage ratio for the years ended December 31, 2014 and December 31, 2013 includes the results from investment in joint ventures that are equity accounted. Interest coverage ratio as shown below is calculated as net rental income plus interest and fee income, less general and administrative expenses, all divided by interest expense on total debt. In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, the following tables calculate the interest coverage ratio for the years ended December 31, 2014 and December 31, 2013. Net rental income Add: Interest and fee income Less: General and administrative expenses Total Interest expense – debt Interest coverage ratio (times) Net rental income Add: Interest and fee income Less: General and administrative expenses Total Interest expense – debt Interest coverage ratio (times) For the year ended December 31, 2014 Amounts per consolidated financial statements Share of amounts from investment in joint ventures 401,508 $ 3,199 (24,393) 380,314 134,952 $ 60,442 $ 35 (3) 60,474 17,725 $ Total 461,950 3,234 (24,396) 440,788 152,677 2.9 For the year ended December 31, 2013 Amounts per consolidated financial statements Share of amounts from investment in joint ventures 391,500 $ 4,635 (23,859) 372,276 130,169 $ 61,388 $ 55 (202) 61,241 18,200 $ Total 452,888 4,690 (24,061) 433,517 148,369 2.9 $ $ $ $ Net average debt-‐to-‐EBITDFV Management believes this non-‐GAAP measurement is an important measure in determining the time it takes the Trust, based on its historical operating performance, to repay our average debt. Net average debt-‐to-‐EBITDFV as shown below is calculated as total average debt (net of cash on hand), which includes debt related to investment in joint ventures that are equity accounted and debt related to assets held for sale, divided by annualized EBITDFV for the current quarter. EBITDFV – annualized is calculated as net income for the period adjusted for: lease termination fees and other, non-‐cash items included in investment properties revenue, fair value adjustments to investment properties and financial instruments, share of net income and dilution gain (loss) from Dream Industrial REIT, distributions received from Dream Industrial REIT, interest expense, depreciation and amortization, net gains (losses) on transactions and other activities, and income taxes. Dream Office REIT 2014 Annual Report | 50 Net debt-‐to-‐adjusted EBITDFV Management believes this non-‐GAAP measurement is an important measure in determining the time it takes the Trust, on a go forward basis, based on its normalized operating performance, to repay our debt. Net debt-‐to-‐adjusted EBITDFV as shown below is calculated as total debt (net of cash on hand), which includes debt related to investment in joint ventures that are equity accounted and debt related to assets held for sale, divided by adjusted EBITDFV – annualized. Adjusted EBITDFV – annualized is calculated as EBITDFV – annualized plus normalized NOI of acquired properties for the quarter. In compliance with Canadian Securities Administrators Staff Notice 52-‐306 (Revised), “Non-‐GAAP Financial Measures”, the following tables calculate the annualized net average debt-‐to-‐EBITDFV and annualized net debt-‐to-‐adjusted EBITDFV for the periods ended December 31, 2014 and December 31, 2013. Amounts included Share of amounts December 31, 2014 $ $ $ Non-‐current debt Current debt Debt before undernoted items Less: Weighted average debt adjustment(1) Less: Cash on hand(2) Total weighted average debt (net of cash on hand) Add-‐back: Weighted average debt adjustment(1) Total debt (net of cash on hand) Net income (loss) for the period Lease termination fees and other Non-‐cash items included in investment properties revenue(3) Fair value adjustments to investment properties Fair value adjustments to financial instruments Share of net income and dilution gain (loss) from Dream Industrial REIT Distributions received from Dream Industrial REIT Interest – debt Interest – subsidiary redeemable units Amortization of external management contracts and in consolidated financial statements 2,731,506 $ 365,855 3,097,361 (41,386) (5,466) 3,050,509 $ 41,386 3,091,895 $ (3,037) (546) 2,065 67,100 (2,689) (3,699) 3,247 33,091 338 from investment in joint ventures 484,905 $ 12,075 496,980 -‐ -‐ 496,980 $ -‐ 496,980 $ 10,343 -‐ (117) 200 -‐ -‐ -‐ 4,734 -‐ depreciation on property and equipment Net loss on transactions and other activities Deferred income taxes EBITDFV – quarterly Normalized NOI of acquired properties for the quarter Adjusted EBITDFV – quarterly EBITDFV – annualized Adjusted EBITDFV – annualized Net average debt-‐to-‐EBITDFV (years) Net debt-‐to-‐adjusted EBITDFV (years) (1) Weighted average debt adjustment reflects outstanding debt at period-‐end, pro-‐rated for the number of days outstanding during the period. -‐ 133 -‐ 15,293 $ 800 1,583 300 98,553 $ 15,293 $ $ $ 98,553 $ -‐ -‐ $ $ Total 3,216,411 377,930 3,594,341 (41,386) (5,466) 3,547,489 41,386 3,588,875 7,306 (546) 1,948 67,300 (2,689) (3,699) 3,247 37,825 338 800 1,716 300 113,846 -‐ 113,846 455,384 455,384 7.8 7.9 (2) Cash on hand represents cash at period-‐end, excluding cash held in joint ventures and co-‐owned properties. (3) Includes adjustments for straight-‐line rent and amortization of lease incentives. Dream Office REIT 2014 Annual Report | 51 December 31, 2013 Amounts included Share of amounts in consolidated from investment financial statements in joint ventures $ $ $ -‐ 5,249 513,527 $ 496,410 $ 11,678 508,088 5,439 -‐ -‐ 2,884,481 $ 264,535 3,149,016 -‐ (5,249) (23,436) 3,120,331 $ Non-‐current debt Current debt Debt before undernoted items Add: Debt related to assets held for sale Less: Weighted average debt adjustment(1) Less: Cash on hand(2) Total weighted average debt (net of cash on hand) Add-‐back: Weighted average debt adjustment(1) Total debt (net of cash on hand) Net income for the period Lease termination fees and other Non-‐cash items included in investment properties revenue(3) Fair value adjustments to investment properties Fair value adjustments to financial instruments Share of net income and dilution gain (loss) from Dream Industrial REIT Distributions received from Dream Industrial REIT Interest – debt Interest – subsidiary redeemable units Amortization of external management contracts and depreciation on property and equipment Net loss on transactions and other activities Deferred income taxes recovery EBITDFV – quarterly Normalized NOI of acquired properties for the quarter Adjusted EBITDFV – quarterly EBITDFV – annualized Adjusted EBITDFV – annualized Net average debt-‐to-‐EBITDFV (years) Net debt-‐to-‐adjusted EBITDFV (years) (1) Weighted average debt adjustment reflects outstanding debt at period-‐end, pro-‐rated for the number of days outstanding during the period. 3,125,580 $ 54,341 (621) (127) 7,208 (253) (3,027) 2,849 33,857 1,981 513,527 $ 5,415 -‐ 200 5,419 -‐ -‐ -‐ 4,508 -‐ 691 1,690 (865) 97,724 $ 15,609 $ $ $ 2 65 -‐ 97,822 $ 15,609 $ 98 -‐ $ $ Total 3,380,891 276,213 3,657,104 5,439 (5,249) (23,436) 3,633,858 5,249 3,639,107 59,756 (621) 73 12,627 (253) (3,027) 2,849 38,365 1,981 693 1,755 (865) 113,333 98 113,431 453,332 453,724 8.0 8.0 (2) Cash on hand represents cash at year-‐end, excluding cash held in joint ventures and co-‐owned properties. (3) Includes adjustments for straight-‐line rent and amortization of lease incentives. Dream Office REIT 2014 Annual Report | 52 SECTION III – DISCLOSURE CONTROLS AND PROCEDURES At December 31, 2014, ﬁnancial year-‐end, the Chief Executive Ofﬁcer and the Chief Financial Ofﬁcer (the “Certifying Ofﬁcers”), together with other members of management, have evaluated the design and operational effectiveness of Dream Office REIT’s disclosure controls and procedures, as deﬁned in National Instrument 52-‐109 – Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-‐109”). The Certifying Ofﬁcers have concluded that the disclosure controls and procedures are adequate and effective in order to provide reasonable assurance that material information has been accumulated and communicated to management, to allow timely decisions of required disclosures by Dream Office REIT and its consolidated subsidiary entities, within the required time periods. Dream Office REIT’s internal control over ﬁnancial reporting (as defined in NI 52-‐109) is designed to provide reasonable assurance regarding the reliability of ﬁnancial reporting and the preparation of consolidated ﬁnancial statements for external purposes in accordance with IFRS. Using the framework established in “Risk Management and Governance: Guidance on Control (COCO Framework)”, published by the Chartered Professional Accountants Canada, the Certifying Ofﬁcers, together with other members of management, have evaluated the design and operation of Dream Office REIT’s internal control over ﬁnancial reporting. Based on that evaluation, the Certifying Officers have concluded that Dream Office REIT’s internal control over financial reporting was effective as at December 31, 2014. There were no changes in Dream Office REIT’s internal control over ﬁnancial reporting during the ﬁnancial year ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, Dream Office REIT’s internal control over ﬁnancial reporting. SECTION IV – RISKS AND OUR STRATEGY TO MANAGE Dream Office REIT is exposed to various risks and uncertainties, many of which are beyond our control. For a full list and explanation of our risks and uncertainties, please refer to our 2013 Annual Report or our Annual Information Form dated March 31, 2014, filed on SEDAR (www.sedar.com). REAL ESTATE OWNERSHIP Real estate ownership is generally subject to numerous factors and risks, including changes in general economic conditions (such as the availability, terms and cost of mortgage ﬁnancings and other types of credit), local economic conditions (such as an oversupply of ofﬁce and other commercial properties or a reduction in demand for real estate in the area), the attractiveness of properties to potential tenants or purchasers, competition with other landlords with similar available space, and the ability of the owner to provide adequate maintenance at competitive costs. An investment in real estate is relatively illiquid. Such illiquidity will tend to limit our ability to vary our portfolio promptly in response to changing economic or investment conditions. In recessionary times, it may be difﬁcult to dispose of certain types of real estate. The costs of holding real estate are considerable, and during an economic recession, we may be faced with ongoing expenditures with a declining prospect of incoming receipts. In such circumstances, it may be necessary for us to dispose of properties at lower prices in order to generate sufﬁcient cash from operations and make distributions and interest payments. Certain signiﬁcant expenditures (e.g., property taxes, maintenance costs, mortgage payments, insurance costs and related charges) must be made throughout the period of ownership of real property, regardless of whether the property is producing sufﬁcient income to pay such expenses. In order to retain desirable rentable space and to generate adequate revenue over the long term, we must maintain or, in some cases, improve each property’s condition to meet market demand. Maintaining a rental property in accordance with market standards can entail signiﬁcant costs, which we may not be able to pass on to our tenants. Numerous factors, including the age of the relevant building structure, the material and substances used at the time of construction, or currently unknown building code violations, could result in substantial unbudgeted costs for refurbishment or modernization. In the course of acquiring a property, undisclosed defects in design or construction or other risks might not have been recognized or correctly evaluated during the pre-‐acquisition due diligence process. These circumstances could lead to additional costs and could have an adverse effect on our proceeds from sales and rental income of the relevant properties. Dream Office REIT 2014 Annual Report | 53 ROLLOVER OF LEASES Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. Furthermore, the terms of any subsequent lease may be less favourable than those of the existing lease. Our cash ﬂows and ﬁnancial position would be adversely affected if our tenants were to become unable to meet their obligations under their leases or if a signiﬁcant amount of available space in our properties could not be leased on economically favourable lease terms. In the event of default by a tenant, we may experience delays or limitations in enforcing our rights as lessor and incur substantial costs in protecting our investment. Furthermore, at any time, a tenant may seek the protection of bankruptcy, insolvency or similar laws which could result in the rejection and termination of the lease of the tenant and, thereby, cause a reduction in the cash ﬂows available to us. CONCENTRATION OF PROPERTIES AND TENANTS Currently, principally all of our properties are located in Canada and, as a result, are impacted by economic and other factors speciﬁcally affecting the real estate markets in Canada. These factors may differ from those affecting the real estate markets in other regions. Due to the concentrated nature of our properties, a number of our properties could experience any of the same conditions at the same time. If real estate conditions in Canada decline relative to real estate conditions in other regions, our cash ﬂows and ﬁnancial condition may be more adversely affected than those of companies that have more geographically diversiﬁed portfolios of properties. FINANCING We require access to capital to maintain our properties as well as to fund our growth strategy and signiﬁcant capital expenditures. There is no assurance that capital will be available when needed or on favourable terms. Our access to third-‐party ﬁnancing will be subject to a number of factors, including general market conditions; the market’s perception of our growth potential; our current and expected future earnings; our cash ﬂow and cash distributions, and cash interest payments; and the market price of our Units. A signiﬁcant portion of our ﬁnancing is debt. Accordingly, we are subject to the risks associated with debt ﬁnancing, including the risk that our cash ﬂows will be insufﬁcient to meet required payments of principal and interest, and that, on maturities of such debt, we may not be able to reﬁnance the outstanding principal under such debt or that the terms of such reﬁnancing will be more onerous than those of the existing debt. If we are unable to reﬁnance debt at maturity on terms acceptable to us or at all, we may be forced to dispose of one or more of our properties on disadvantageous terms, which may result in losses and could alter our debt-‐to-‐equity ratio or be dilutive to unitholders. Such losses could have a material adverse effect on our ﬁnancial position or cash ﬂows. The degree to which we are leveraged could have important consequences to our operations. A high level of debt will reduce the amount of funds available for the payment of distributions to unitholders and interest payments on our debentures; limit our ﬂexibility in planning for and reacting to changes in the economy and in the industry, and increase our vulnerability to general adverse economic and industry conditions; limit our ability to borrow additional funds, dispose of assets, encumber our assets and make potential investments; place us at a competitive disadvantage compared to other owners of similar real estate assets that are less leveraged and, therefore, may be able to take advantage of opportunities that our indebtedness would prevent us from pursuing; make it more likely that a reduction in our borrowing base following a periodic valuation (or redetermination) could require us to repay a portion of then outstanding borrowings; and impair our ability to obtain additional ﬁnancing in the future for working capital, capital expenditures, acquisitions, general trust or other purposes. CHANGES IN LAW We are subject to applicable federal, provincial, municipal, local and common laws and regulations governing the ownership and leasing of real property, employment standards, environmental matters, taxes and other matters. It is possible that future changes in such laws or regulations, or changes in their application, enforcement or regulatory interpretation, could result in changes in the legal requirements affecting us (including with retroactive effect). In addition, the political conditions in the jurisdictions in which we operate are also subject to change. Any changes in investment policies or shifts in political attitudes may adversely affect our investments. Any changes in the laws to which we are subject in the jurisdictions in which we operate could materially affect our rights and title in and to the properties and the revenues we are able to generate from our investments. Dream Office REIT 2014 Annual Report | 54 INTEREST RATES When entering into ﬁnancing agreements or extending such agreements, we depend on our ability to agree on terms for interest payments that will not impair our desired proﬁt, and on amortization schedules that do not restrict our ability to pay distributions on our Units and interest payments on our debentures. In addition to existing variable rate portions of our ﬁnancing agreements, we may enter into future ﬁnancing agreements with variable interest rates. An increase in interest rates could result in a signiﬁcant increase in the amount we pay to service debt, which could limit our ability to pay distributions to unitholders and could impact the market price of the Units and/or the debentures. We have implemented an active hedging program in order to offset the risk of revenue losses and to provide more certainty regarding the payment of distributions to unitholders and cash interest payments under the debentures should current variable interest rates increase. However, to the extent that we fail to adequately manage these risks, including if any such hedging arrangements do not effectively or completely hedge increases in variable interest rates, our ﬁnancial results, our ability to pay distributions to unitholders and cash interest payments under our ﬁnancing arrangements, and the debentures and future ﬁnancings may be negatively affected. Hedging transactions involve inherent risks. Increases in interest rates generally cause a decrease in demand for properties. Higher interest rates and more stringent borrowing requirements, whether mandated by law or required by banks, could have a signiﬁcant negative effect on our ability to sell any of our properties. ENVIRONMENTAL RISK As an owner of real property, we are subject to various federal, provincial and municipal laws relating to environmental matters. Such laws provide a range of potential liability, including potentially signiﬁcant penalties, and potential liability for the costs of removal or remediation of certain hazardous substances. The presence of such substances, if any, could adversely affect our ability to sell or redevelop such real estate or to borrow using such real estate as collateral and, potentially, could also result in civil claims against us. In order to obtain ﬁnancing for the purchase of a new property through traditional channels, we may be requested to arrange for an environmental audit to be conducted. Although such an audit provides us and our lenders with some assurance, we may become subject to liability for undetected pollution or other environmental hazards on our properties against which we cannot insure, or against which we may elect not to insure where premium costs are disproportionate to our perception of relative risk. We have formal policies and procedures to review and monitor environmental exposure. These policies include the requirement to obtain a Phase I Environmental Site Assessment, conducted by an independent and qualiﬁed environmental consultant, before acquiring any real property or any interest therein. JOINT ARRANGEMENTS We are a participant in jointly controlled entities and co-‐ownerships, combined (“joint arrangements”) with third parties. A joint arrangement involves certain additional risks, including: (i) (ii) (iii) (iv) the possibility that such third parties may at any time have economic or business interests or goals that will be inconsistent with ours, or take actions contrary to our instructions or requests or to our policies or objectives with respect to our real estate investments; the risk that such third parties could experience ﬁnancial difﬁculties or seek the protection of bankruptcy, insolvency or other laws, which could result in additional ﬁnancial demands on us to maintain and operate such properties or repay the third parties’ share of property debt guaranteed by us or for which we will be liable, and/or result in our suffering or incurring delays, expenses and other problems associated with obtaining court approval of the joint arrangement; the risk that such third parties may, through their activities on behalf of or in the name of the joint arrangements, expose or subject us to liability; and the need to obtain third parties’ consents with respect to certain major decisions, including the decision to distribute cash generated from such properties or to reﬁnance or sell a property. In addition, the sale or transfer of interests in certain of the joint arrangements may be subject to rights of ﬁrst refusal or ﬁrst offer, and certain of the joint venture and partnership agreements may provide for buy-‐sell or similar arrangements. Such rights may be triggered at a time when we may not desire to sell but may be forced to do so because we do not have the cash to purchase the other party’s interests. Such rights may also inhibit our ability to sell an interest in a property or a joint arrangement within the time frame or otherwise on the basis we desire. Our investment in properties through joint arrangements is subject to the investment guidelines set out in our Declaration of Trust. Dream Office REIT 2014 Annual Report | 55 COMPETITION The real estate market in Canada is highly competitive and fragmented, and we compete for real property acquisitions with individuals, corporations, institutions and other entities that may seek real property investments similar to those we desire. An increase in the availability of investment funds or an increase in interest in real property investments may increase competition for real property investments, thereby increasing purchase prices and reducing the yield on them. If competing properties of a similar type are built in the area where one of our properties is located or if similar properties located in the vicinity of one of our properties are substantially refurbished, the net operating income derived from and the value of such property could be reduced. Numerous other developers, managers and owners of properties will compete with us in seeking tenants. To the extent that our competitors own properties that are in better locations, of better quality or less leveraged than the properties owned by us, they may be in a better position to attract tenants who might otherwise lease space in our properties. To the extent that our competitors are better capitalized or ﬁnancially stronger, they would be in a better position to withstand an economic downturn. The existence of competition for tenants could have an adverse effect on our ability to lease space in our properties and on the rents charged or concessions granted, and could materially and adversely affect our cash ﬂows, operating results and ﬁnancial condition. INSURANCE We carry general liability, umbrella liability and excess liability insurance with limits that are typically obtained for similar real estate portfolios in Canada and otherwise acceptable to our trustees. For the property risks, we carry “All Risks” property insurance including, but not limited to, ﬂood, earthquake and loss of rental income insurance (with at least a 24-‐month indemnity period). We also carry boiler and machinery insurance covering all boilers, pressure vessels, HVAC systems and equipment breakdown. However, certain types of risks (generally of a catastrophic nature such as from war or nuclear accident) are uninsurable under any insurance policy. Furthermore, there are other risks that are not economically viable to insure at this time. We partially self-‐insure against terrorism risk for our entire portfolio. We have insurance for earthquake risks, subject to certain policy limits, deductibles and self-‐insurance arrangements. Should an uninsured or underinsured loss occur, we could lose our investment in, and anticipated proﬁts and cash ﬂows from, one or more of our properties, but we would continue to be obligated to repay any recourse mortgage indebtedness on such properties. We do not carry title insurance on our properties. If a loss occurs resulting from a title defect with respect to a property where there is no title insurance or the loss is in excess of insured limits, we could lose all or part of our investment in, and anticipated proﬁts and cash ﬂows from, such property. Dream Office REIT 2014 Annual Report | 56 SECTION V – CRITICAL ACCOUNTING POLICIES CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS IN APPLYING ACCOUNTING POLICIES Preparing the consolidated ﬁnancial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. Management bases its judgments and estimates on historical experience and other factors it believes to be reasonable under the circumstances, but which are inherently uncertain and unpredictable, the result of which forms the basis of the carrying amounts of assets and liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the affected asset or liability in the future. Critical accounting judgments The following are the critical accounting judgments used in applying the Trust’s accounting policies that have the most signiﬁcant effect on the amounts in the consolidated ﬁnancial statements: Investment properties Critical judgments are made in respect of the fair values of investment properties and the investment properties held in equity accounted investments. The fair values of these investments are reviewed regularly by management with reference to independent property valuations and market conditions existing at the reporting date, using generally accepted market practices. The independent valuators are experienced, nationally recognized and qualiﬁed in the professional valuation of ofﬁce buildings in their respective geographic areas. Judgment is also applied in determining the extent and frequency of independent appraisals. At each annual reporting period, a select number of properties, determined on a rotational basis, will be valued by qualiﬁed valuation professionals. For properties not subject to independent appraisals, internal appraisals are prepared by management during each reporting period. The Trust makes judgments with respect to whether lease incentives provided in connection with a lease enhance the value of the leased space, which determines whether or not such amounts are treated as tenant improvements and added to investment properties. Lease incentives, such as cash, rent-‐free periods and lessee-‐ or lessor-‐owned improvements, may be provided to lessees to enter into an operating lease. Lease incentives that do not provide beneﬁts beyond the initial lease term are included in the carrying amount of investment properties and are amortized as a reduction of rental revenue on a straight-‐ line basis over the term of the lease. Judgment is also applied in determining whether certain costs are additions to the carrying amount of the investment property and, for properties under development, identifying the point at which practical completion of the property occurs and identifying the directly attributable borrowing costs to be included in the carrying amount of the development property. Business combinations Accounting for business combinations under IFRS 3, “Business Combinations” (“IFRS 3”), only applies if it is considered that a business has been acquired. Under IFRS 3, a business is deﬁned as an integrated set of activities and assets conducted and managed for the purpose of providing a return to investors or lower costs or other economic beneﬁts directly and proportionately to the Trust. A business generally consists of inputs, processes applied to those inputs, and resulting outputs that are, or will be, used to generate revenues. In the absence of such criteria, a group of assets is deemed to have been acquired. If goodwill is present in a transferred set of activities and assets, the transferred set is presumed to be a business. Judgment is used by management in determining whether the acquisition of an individual property qualiﬁes as a business combination in accordance with IFRS 3 or as an asset acquisition. When determining whether the acquisition of an investment property or a portfolio of investment properties is a business combination or an asset acquisition, the Trust applies judgment when considering the following: • whether the investment property or properties are capable of producing outputs • whether the market participant could produce outputs if missing elements exist In particular, the Trust considers the following: • whether employees were assumed in the acquisition • whether an operating platform has been acquired Dream Office REIT 2014 Annual Report | 57 Currently, when the Trust acquires properties or a portfolio of properties and not legal entities, does not take on or assume employees, or does not acquire an operating platform, it classifies the acquisition as an asset acquisition. Impairment The Trust assesses the possibility and amount of any impairment loss or write-‐down as it relates to the Investment in Dream Industrial REIT, amounts receivable, property and equipment, external management contracts, and goodwill. IAS 39, “Financial instruments: Recognition and measurement”, requires management to use judgment in determining if the Trust’s financial assets are impaired. In making this judgment, the Trust evaluates, among other factors, the duration and extent to which the fair value of the investment is less than its carrying amount; and the financial health of and short-‐term business outlook for the investee, including factors such as industry and sector performance, changes in technology and operational and financing cash flow. IAS 36, “Impairment of Assets” (“IAS 36”), requires management to use judgment in determining the recoverable amount of assets and equity accounted investments that are tested for impairment, including goodwill and the investment in Dream Industrial REIT. Judgment is involved in estimating the fair value less cost to sell or value-‐in-‐use of the cash-‐generating units (“CGUs”) to which goodwill has been allocated, including estimates of growth rates, discount rates and terminal rates. Judgment is also involved in estimating the value-‐in-‐use of the investment in Dream Industrial REIT, including estimates of future cash flows, discount rates and terminal rates. The values assigned to these key assumptions reflect past experience and are consistent with external sources of information. The Trust’s goodwill balance is allocated to the office properties group of CGUs by geographical segment (herein referred to as the goodwill CGU). The recoverable amount of the Trust’s goodwill CGU is determined based on the value-‐in-‐use approach. For the purpose of this impairment test, the Trust uses cash flow projections forecasted out for a ten-‐year period, consistent with the internal financial budgets approved by management on a property-‐by-‐property basis. The key assumptions used in determining the value-‐in-‐use of the goodwill CGU are the estimated growth rate, discount rate and terminal rate. In arriving at the growth rate, the Trust considers past experience and inflation, as well as industry trends. The Trust utilizes weighted average cost of capital (“WACC”) to determine the discount rate and terminal rate. The WACC reflects specific risks that would be attributable to the Trust. As the Trust is not subject to taxation, no adjustment is required to adjust the WACC on a pre-‐tax basis. Estimates and assumptions The Trust makes estimates and assumptions that affect the carrying amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amount of earnings for the period. Actual results could differ from these estimates. The estimates and assumptions that are critical in determining the amounts reported in the consolidated ﬁnancial statements relate to the following: Valuation of investment properties Critical assumptions relating to the estimates of fair values of investment properties include the receipt of contractual rents, expected future market rents, renewal rates, maintenance requirements, discount rates that reﬂect current market uncertainties, capitalization rates, and current and recent property investment prices. If there is any change in these assumptions or regional, national or international economic conditions, the fair value of investment properties may change materially. Valuation of ﬁnancial instruments The Trust makes estimates and assumptions relating to the fair value measurement of the subsidiary redeemable units, the deferred trust units, the convertible debenture conversion feature, interest rate swaps and the fair value disclosure of the convertible debentures, mortgages and term debt. The critical assumptions underlying the fair value measurements and disclosures include the market price of REIT Units, market interest rates for mortgages, term debt and unsecured debentures, and assessment of the effectiveness of hedging relationships. For certain ﬁnancial instruments, including cash and cash equivalents, promissory notes receivable, amounts receivable, amounts payable and accrued liabilities, deposits and distributions payable, the carrying amounts approximate fair values due to their immediate or short-‐term maturity. The fair values of mortgages, term debt and interest rate swaps are determined based on discounted cash ﬂows using discount rates that reﬂect current market conditions for instruments with similar terms and risks. The fair value of convertible debentures is determined by reference to quoted market prices from an active market. Dream Office REIT 2014 Annual Report | 58 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURE AND FUTURE ACCOUNTING POLICY CHANGES Changes in accounting policies and disclosures The Trust has adopted the following new and revised standards, along with any consequential amendments, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions. Consolidated financial statements Amendments to IFRS 10, “Consolidated Financial Statements”, IFRS 12, “Disclosure of Interests in Other Entities” (“IFRS 12”) and IAS 27, “Separate financial statements – Investment entities” (“IAS 27”): The amendments define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. These investments require an investment entity to measure those subsidiaries at fair value through profit or loss, in accordance with IFRS 9, “Financial Instruments”, in its consolidated and separate financial statements. The amendments also introduce new disclosure requirements for investment entities in IFRS 12 and IAS 27. The Trust is not considered to be an investment entity and thus, the Trust adopted these amendments without impact to the consolidated financial statements or note disclosures effective January 1, 2014. Segment reporting A reportable operating segment is a distinguishable component of the Trust that is engaged either in providing related rental space or services (business segment) or in providing rental space or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other reportable segments. The Trust’s reportable operating segments include Western Canada, Calgary downtown, Calgary suburban, Toronto downtown, Toronto suburban, and Eastern Canada, which are based on internal reporting structure to management. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-‐maker, determined to be the Chief Executive Officer (“CEO”) of the Trust. Prior to January 1, 2014, the Trust analyzed its operations as a single office portfolio. Beginning January 1, 2014, the CEO analyzed the portfolio based on the aforementioned geographical segments. The comparative amounts have been reclassified to conform to the current year’s presentation. Accounting for levies imposed by governments IFRIC 21, “Levies” (“IFRIC 21”), provides guidance on accounting for levies in accordance with IAS 37, “Provisions, Contingent Liabilities and Contingent Assets”. The interpretation defines a levy as an outflow from an entity imposed by a government in accordance with legislation and confirms that an entity recognizes a liability for a levy only when the triggering event specified in the legislation occurs. The Trust adopted this new interpretation effective January 1, 2014 and it was applied retrospectively. This new interpretation had no material impact on the amounts recognized in the Trust’s consolidated financial statements or note disclosures for the year ended December 31, 2014. Accounting for internal leasing costs Prior to January 1, 2014, the Trust capitalized costs of certain internal leasing costs within initial direct leasing costs to investment properties. These costs would not have been incurred if no leasing activity had taken place and are reasonably and directly attributable to the leasing activity. On April 2, 2014, IFRIC issued an agenda decision indicating that certain internal leasing costs such as salary costs of permanent staff involved in negotiating and arranging new leases do not qualify as incremental costs in accordance with IAS 17, “Leases”. As a result, the Trust has adopted an accounting policy effective January 1, 2014 of recognizing certain internal leasing costs involved in negotiating and arranging new leases in the consolidated statements of comprehensive income as incurred. This accounting policy has been applied retrospectively. The impact for the years ended December 31, 2014 and December 31, 2013 is an increase to internal leasing costs expense included as part of net gains (losses) on transactions and other activities of $6.1 million and $6.5 million, respectively, and a corresponding increase in fair value adjustments to investment properties of $6.1 million and $6.5 million, respectively. This change did not impact the consolidated balance sheets. External direct leasing costs continue to be capitalized to initial direct leasing costs within investment properties. Dream Office REIT 2014 Annual Report | 59 Future accounting policy changes Revenue recognition IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”), provides a comprehensive five-‐step revenue recognition model for all contracts with customers. The IFRS 15 revenue recognition model requires management to exercise significant judgment and make estimates that affect revenue recognition. IFRS 15 is effective for annual periods beginning on or after January 1, 2017, with earlier application permitted. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Financial instruments The final version of IFRS 9, “Financial Instruments” (“IFRS 9”), was issued by the IASB in July 2014 and will replace IAS 39, “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces a model for classification and measurement, a single, forward-‐looking “expected loss” impairment model, and a substantially reformed approach to hedge accounting. The new single, principle-‐based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity’s own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9 is effective for annual periods beginning on or after January 1, 2018; however, it is available for early adoption. In addition, the own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Presentation of financial statements IAS 1, “Presentation of Financial Statements” (“IAS 1”) was amended by the IASB to clarify guidance on materiality and aggregation, the presentation of subtotals, the structure of financial statements and disclosure of accounting policies. The amendment gives guidance that information within the consolidated balance sheets and statements of comprehensive income should not be aggregated or disaggregated in a manner that obscures useful information, and that disaggregation may be required in the statement of comprehensive income in the form of additional subtotals as they are relevant to understanding the entity’s financial position or performance. The amendments to IAS 1 are effective for periods beginning on or after January 1, 2016. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Equity accounting for investments in associates and joint ventures IAS 28, “Investments in Associates and Joint Ventures” (“IAS 28”) was amended by the IASB to allow an entity which is not an investment entity, but has interest in an associate or joint venture which is an investment entity, a policy choice when applying the equity method of accounting. The entity may choose to retain the fair value measurement applied by the investment entity associate or joint venture, or to unwind the fair value measurement and instead perform a consolidation at the level of the investment entity associate or joint venture. The amendments to IAS 28 are effective for periods beginning on or after January 1, 2016. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Additional information Additional information relating to Dream Office REIT, including the latest annual information form of Dream Office REIT, is available on SEDAR at www.sedar.com. Dream Office REIT 2014 Annual Report | 60 SECTION VI – SUPPLEMENTARY INFORMATION The following tables within this section include supplementary information on our portfolio as at December 31, 2014. Asset listing Property Ownership Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset HSBC Bank Place, Edmonton 100.0% 301,217 301,217 1981 1.6 1.6 19-‐storey downtown office building with commercial parkade Enbridge Place, Edmonton Saskatoon Square, Saskatoon Station Tower, Surrey 100.0% 100.0% 100.0% 262,456 262,456 228,312 228,312 219,314 219,314 1981 1980 1994 0.7 0.6 1.0 0.7 22-‐storey downtown office building 0.6 18-‐storey downtown office building 1.0 18-‐storey office building with grade 1900 Sherwood Place, Regina 100.0% 185,104 185,104 1992/2003 3.0 level retail 3.0 One 9-‐storey and one 2-‐storey downtown office building Milner Building, Edmonton 887 Great Northern Way, Vancouver 100.0% 100.0% 173,325 173,325 164,364 164,364 1957 1999 0.9 2.3 0.9 12-‐storey downtown office building 2.3 8-‐storey office building Victoria Tower, Regina 100.0% 144,165 144,165 1976 0.8 0.8 15-‐storey downtown government office building Baker Centre, Edmonton 100.0% 143,994 143,994 1958 0.7 0.7 16-‐storey downtown office building with parkade Princeton Tower, Saskatoon 100.0% 134,597 134,597 1988 0.6 0.6 11-‐storey downtown office building 340-‐450 3rd Avenue N., Saskatoon 100.0% 130,415 130,415 1980/1993 1.1 1.1 2-‐storey office building with grade level retail HSBC Building, Edmonton 100.0% 118,406 118,406 1974 0.4 0.4 12-‐storey downtown office building with underground parking 4259-‐4299 Canada Way, Burnaby 100.0% 118,022 118,022 1973/1998 3.2 3.2 Two 2-‐storey suburban office buildings 13888 Wireless Way, Richmond 100.0% 116,530 116,530 Highfield Place, Edmonton Scotia Centre, Yellowknife Richmond Place, Richmond 100.0% 100.0% 100.0% 4400 Dominion Street, Burnaby 100.0% 2008 1978 1991 1986 104,578 104,578 107,797 107,797 95,298 93,095 95,298 93,095 1977/2000 and 2006 4.8 0.3 0.7 0.9 1.9 4.8 3-‐storey suburban office building 0.3 10-‐storey downtown office building 0.7 11-‐storey office building 0.9 9-‐storey suburban office building 1.9 5-‐storey suburban office building 2055 Premier Way, Strathcona County Precambrian Building, Yellowknife Northwest Tower, Yellowknife 625 Agnes Street, New Westminster 2899 Broadmoor Blvd., Strathcona County 2693 Broadmoor Blvd., Strathcona County 1914 Hamilton Street, Regina 2665 Renfrew Street, Vancouver 100.0% 91,137 91,137 2007 4.3 4.3 2-‐storey flex office building 100.0% 92,140 92,140 1976 0.8 0.8 11-‐storey office building 100.0% 100.0% 87,994 85,541 87,994 85,541 1991 1981 0.3 0.6 0.3 11-‐storey office building 0.6 5-‐storey suburban office building 100.0% 82,817 82,817 1999 3.5 3.5 2-‐storey suburban office building 100.0% 81,873 81,873 2007 4.1 4.1 2-‐storey suburban office building 100.0% 100.0% 82,264 81,662 82,264 81,662 1973 2009 0.4 3.3 0.4 14-‐storey downtown office building 3.3 2-‐storey suburban office building Dream Office REIT 2014 Annual Report | 61 Property 350-‐450 Lansdowne Street, Kamloops 2833 Broadmoor Blvd., Strathcona County 2261 Keating Cross Road, Victoria 960 Quayside Drive, New Westminster 2755 Broadmoor Blvd., Sherwood Park 2257 & 2301 Premier Way, Sherwood Park 2121 & 2181 Premier Way, Sherwood Park 10199 -‐ 101st Street NW, Edmonton 2220 College Avenue, Regina Morgex Building, Edmonton Gallery Building, Yellowknife Harbour Landing, Phase 2, Regina 13183 -‐ 146th Street NW, Edmonton 2400 College Avenue, Regina Royal Centre, Saskatoon 2208 Scarth Street, Regina Royal Centre, Saskatoon 2445 -‐ 13th Avenue, Regina 234 -‐ 1st Avenue South, Saskatoon Western Canada Telus Tower, Calgary IBM Corporate Park, Calgary 840 -‐ 7th Avenue SW, Calgary 444 -‐ 7th Building, Calgary McFarlane Tower, Calgary Life Plaza, Calgary Rocky Mountain Plaza, Calgary Northland Building, Calgary 606 4th Building & Barclay Parkade, Calgary Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset 190,773 76,309 1970/2008 11.9 4.8 One 1-‐storey, one 2-‐storey and one 4-‐storey retail and office complex Ownership (4) 40.0% 100.0% 75,254 75,254 2000 3.2 3.2 2-‐storey flex office building (4) 40.0% 181,693 72,677 1999 4.9 Financial Building, Regina 100.0% 4370 Dominion Street, Burnaby 100.0% Preston Centre, Saskatoon 100.0% 65,764 63,930 61,867 65,764 1958/1992 63,930 1983/1999 61,867 1988/2003 0.6 1.0 3.1 2.0 One 2-‐storey and one 4-‐storey suburban office building 0.6 8-‐storey downtown office building 1.0 6-‐storey suburban office building 3.1 3-‐storey suburban office building with grade level retail 100.0% 61,694 61,694 1988 1.8 1.8 4-‐storey suburban office building 100.0% 61,302 61,302 2005 2.9 2.9 2-‐storey suburban office building 100.0% 153,299 153,299 2003 8.7 8.7 2-‐storey suburban office building 100.0% 151,456 151,456 2005-‐2006 7.8 7.8 2-‐storey suburban office building (4) 50.0% 100.0% 100.0% 100.0% 100.0% 121,357 60,679 1985 0.7 0.4 5-‐storey downtown office building 59,590 53,000 50,150 38,738 59,590 1976 53,000 1982/1995 50,150 38,738 2012 2013 0.6 4.8 0.1 2.3 0.6 7-‐storey suburban office building 4.8 1-‐storey suburban office building 0.1 3-‐storey office building 2.3 3-‐storey suburban office building 100.0% 38,817 38,817 2005 2.6 2.6 2-‐storey suburban office building 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 35,528 32,116 25,185 16,423 16,096 9,567 35,528 32,116 25,185 16,423 16,096 9,567 94.4% 5,090,016 4,805,858 710,243 355,122 357,277 357,277 1977 1952 1974 1952 1975 1971 1983 2002 269,467 269,467 1979/2001 251,931 251,931 1963/1998 241,815 241,815 1979/2003 236,709 236,709 1980/1992 205,254 205,254 146,600 146,600 1972 1982 132,885 132,885 1969/1998 (3) 50.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 0.5 0.7 3.2 0.3 0.4 0.7 0.5 5-‐storey suburban office building 0.7 Retail component of office/ retail complex 3.2 2-‐storey suburban office building 0.3 4-‐storey downtown office/ retail complex 0.4 3-‐storey downtown office building 0.7 4-‐storey parking garage with grade level retail 105.6 95.3 1.7 2.4 0.4 0.8 0.7 0.5 0.9 0.4 0.3 0.9 28-‐storey downtown office building 2.4 One 5-‐storey and two 6-‐storey downtown office buildings 0.4 20-‐storey downtown office building 0.8 10-‐storey downtown office building 0.7 18-‐storey downtown office building 0.5 18-‐storey downtown office building 0.9 14-‐storey downtown office building 0.4 14-‐storey downtown office building 0.3 14-‐storey downtown office building and parkade Dream Office REIT 2014 Annual Report | 62 Property Ownership Roslyn Building, Calgary Atrium I, Calgary Atrium II, Calgary 510 -‐ 5th Street SW, Calgary Joffre Place, Calgary Dominion Centre, Calgary 435 -‐ 4th Avenue SW, Calgary 1035 -‐ 7th Ave SW, Calgary Mount Royal Place, Calgary 441 -‐ 5th Avenue SW, Calgary 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Calgary Downtown 89.9% 3,500,979 Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset 131,763 131,763 1966/2003 109,793 109,793 109,392 109,392 109,181 109,181 107,261 107,261 99,014 88,737 75,129 59,377 59,151 99,014 88,737 75,129 1979/2002 59,377 1979/2004 59,151 3,145,858 149,660 149,660 149,327 149,327 1978 1979 1981 1980 1979 1978 1973 1981 2000 0.5 0.5 0.4 0.2 0.6 0.3 0.4 0.6 0.5 0.2 12.3 7.9 0.5 10-‐storey downtown office building 0.5 8-‐storey downtown office building 0.4 8-‐storey downtown office building 0.2 18-‐storey downtown office building 0.6 6-‐storey downtown office building 0.3 11-‐storey downtown office building 0.4 7-‐storey downtown office building 0.6 6-‐storey downtown office building 0.5 6-‐storey downtown office building 0.2 10-‐storey downtown office building 11.5 7.9 Two 2-‐storey suburban office buildings -‐ -‐ 8-‐storey suburban office building 87,250 77,906 73,541 61,272 87,250 2001 77,906 1982/2002 to 2003 73,541 61,272 1981 2000 5.1 0.6 2.3 2.2 5.1 3-‐storey suburban office building 0.6 5-‐storey suburban office building with grade level retail 2.3 4-‐storey suburban office building 2.2 3-‐storey office building 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 54,846 54,846 1982 0.3 0.3 6-‐storey suburban office building 100.0% 100.0% (4) 15.0% 87.2% (3) 66.7% 50,577 33,507 130,798 868,684 50,577 1978/2001 33,507 19,620 757,506 1981 1977 1,578,741 1,052,547 1989/2011 2.6 0.9 2.0 23.9 2.4 2.6 2-‐storey suburban office building 0.9 3-‐storey suburban office building 0.3 8-‐storey suburban office building 22.2 1.6 68-‐storey, 5-‐storey and 3-‐storey downtown office buildings with below grade retail concourse 2.1 One 22-‐storey and one 20-‐storey downtown office building Adelaide Place, Toronto 100.0% 655,230 655,230 1982/2001 2.1 100.0% 413,933 413,933 1958/2001 1.3 1.3 17-‐storey downtown office building 100.0% 100.0% (3) 66.7% 322,669 322,669 297,582 297,582 1992 1990 401,705 267,817 1951/2011 0.7 1.3 0.6 0.7 20-‐storey downtown office building 1.3 17-‐storey downtown office building 0.4 26-‐storey downtown office building 100.0% 265,812 265,812 1958/1968 and 2011 0.4 0.4 10-‐storey commercial office building 100.0% 100.0% 214,054 247,743 247,743 1989 214,054 1875/2008 to 2009 231,811 1967/2008 to 2009 0.6 0.5 0.6 11-‐storey downtown office building 0.5 13-‐storey downtown office building 0.5 0.5 18-‐storey downtown office building 18 King Street East, Toronto 100.0% 231,811 330 Bay Street, Toronto 100.0% 161,892 161,892 1926 0.4 0.4 One 16-‐storey and one 11-‐storey downtown office building Dream Office REIT 2014 Annual Report | 63 Franklin Atrium, Calgary Airport Corporate Centre, Calgary 2891 Sunridge Way, Calgary Kensington House, Calgary 3115 -‐ 12th Street NE, Calgary 14505 Bannister Road, SE, Calgary Braithwaite Boyle Centre, Calgary Franklin Building, Calgary 2816 -‐ 11th Street NE, Calgary Centre 70, Calgary Calgary Suburban Scotia Plaza (40 King Street West), Toronto State Street Financial Centre, Toronto AIR MILES Tower, Toronto 655 Bay Street, Toronto Scotia Plaza (44 King Street West), Toronto 74 Victoria St/137 Yonge St, Toronto 720 Bay Street, Toronto 36 Toronto Street, Toronto Property 100 Yonge Street, Toronto 20 Toronto St/33 Victoria St, Toronto Ownership (3) 66.7% 100.0% 157,852 8 King Street East, Toronto 100.0% 148,142 Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset 242,645 161,771 1989 157,852 1965/2009 to 2011 148,142 1914/2006 to 2008 0.3 0.4 0.2 17-‐storey downtown office building 0.4 15-‐storey commercial office building 0.2 0.2 21-‐storey downtown office building 250 Dundas Street West, Toronto 100.0% 121,593 121,593 1983 0.6 0.6 8-‐storey downtown office building Victory Building, Toronto 100.0% 101,421 425 Bloor Street East, Toronto 212 King Street West, Toronto 357 Bay Street, Toronto 360 Bay Street, Toronto 10 King Street East, Toronto 350 Bay Street, Toronto 67 Richmond Street West, Toronto 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 83,527 73,277 63,529 57,744 57,476 52,796 50,158 366 Bay Street, Toronto 100.0% 36,371 49 Ontario Street, Toronto 56 Temperance Street, Toronto 10 Lower Spadina Avenue, Toronto (4) 40.0% 100.0% (4) 40.0% 87,105 32,338 60,255 101,421 1925/2007 to 2008 83,527 1986 73,277 1908/1980 63,529 1921/2008 57,744 1955/2007 to 2009 57,476 1965/2010 52,796 1928/1987 50,158 1940 36,371 1959/2006 and 2009 34,842 1972 32,338 1984/2008 24,102 1988 0.2 0.2 20-‐storey downtown office building 0.6 0.4 0.2 0.1 0.1 0.1 0.2 0.6 5-‐storey downtown office building 0.4 6-‐storey downtown historical office building 0.2 10-‐storey downtown office building 0.1 10-‐storey downtown office building 0.1 14-‐storey downtown office building 0.1 13-‐storey downtown office building 0.2 7-‐storey downtown office building 0.1 0.1 12-‐storey downtown office building 1.1 0.1 0.1 0.4 7-‐storey downtown office building 0.1 10-‐storey downtown office building 0.0 7-‐storey downtown office building 83 Yonge Street, Toronto 100.0% 11,504 11,504 1857/2006 0.1 0.1 3-‐storey downtown office building with Toronto Downtown 5915-‐5935 Airport Road, Mississauga Aviva Corporate Centre, Toronto 6655-‐6725 Airport Road, Mississauga 5001 Yonge Street, Toronto 2075 Kennedy Road, Toronto 5945-‐5955 Airport Road, Mississauga 50 Burnhamthorpe Road West, Mississauga (Sussex Centre) 30 Eglinton Avenue West, Mississauga 401 & 405 The West Mall, Toronto (Commerce West) 300, 302 & 304 The East Mall, Toronto (Valhalla Executive Centre) 86.7% 6,228,905 5,399,533 100.0% 493,811 493,811 1983 15.7 10.5 100.0% 352,425 352,425 1987 9.8 grade level retail 13.8 10.5 11-‐storey suburban office building 9.8 3-‐storey, 2-‐storey and 7-‐storey suburban office complex 100.0% 331,372 331,372 1983 12.6 12.6 6-‐storey and 7-‐storey suburban office buildings, 1-‐storey and 2-‐storey flex buildings 100.0% 100.0% 100.0% (4) 49.9% 308,568 308,568 205,835 205,835 177,985 177,985 1992 1991 1981 1.0 5.4 6.8 1.0 20-‐storey office building 5.4 13-‐storey suburban office building 6.8 3-‐storey suburban office complex 350,997 175,148 1987 2.1 1.0 15-‐storey suburban office building with retail space 100.0% 165,012 165,012 1989 6.3 6.3 8-‐storey suburban office building (4) 40.0% (4) 49.9% 411,842 164,737 1985/2007 4.6 1.8 Two 11-‐storey suburban office buildings 326,389 162,868 1973 4.5 2.2 9-‐storey and two 6-‐storey suburban office buildings 625 Cochrane Drive, Markham 100.0% 162,792 162,792 1989 5.8 5.8 10-‐storey suburban office building Dream Office REIT 2014 Annual Report | 64 Property Ownership Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset 100.0% 154,774 154,774 1990 16.6 16.6 9-‐storey suburban office building 304,750 152,070 1989 0.9 0.5 16-‐storey suburban office building with 2645 Skymark Ave., Mississauga 100.0% 142,436 142,436 1984 297,292 148,349 1989/2006 Valleywood Corporate Centre, Markham 90 Burnhamthorpe Road West, Mississauga (Sussex Centre) 185 The West Mall, Toronto (4) 49.9% (4) 49.9% 6299 Airport Road, Mississauga 100.0% 1020 Birchmount Road, Toronto 100.0% 6303 Airport Road, Mississauga 195 The West Mall, Toronto 191 The West Mall, Toronto 586 Argus Road, Oakville 2810 Matheson Boulevard East, Mississauga 100.0% (4) 49.9% (4) 49.9% 100.0% (4) 49.9% 6509 Airport Road, Mississauga 100.0% 100.0% 100.0% (4) 40.0% (4) 40.0% (4) 40.0% (4) 40.0% 100.0% 2550 Argentia Road, Mississauga 100 Gough Road, Markham 6501 Mississauga Road, Mississauga 2010 Winston Park Drive, Oakville 6531 Mississauga Road, Mississauga 80 Whitehall Drive, Markham 3035 Orlando Drive, Mississauga Toronto Suburban 700 De la Gauchetière Street West, Montréal 445 Opus Industrial Boulevard, Mount Juliet, Nashville 275 Dundas Street West, London (London City Centre) 200 Chemin Sainte-‐Foy, Québec City retail space 4.6 16-‐storey suburban office building 6.6 2-‐storey suburban office building with warehouse 2.1 7-‐storey suburban office building 3.7 1-‐storey industrial building 1.8 5-‐storey suburban office building 2.5 11-‐storey suburban office building 2.5 11-‐storey suburban office building 2.6 2-‐storey suburban office building 2.6 8-‐storey suburban office building with grade level retail 2.9 2-‐storey suburban office building 4.9 2-‐storey suburban office building 9.2 2-‐storey suburban data centre 3.0 1-‐storey suburban office building 9.3 6.6 2.1 3.7 1.8 5.1 5.0 2.6 5.3 2.9 4.9 9.2 7.6 90,779 87,161 80,325 160,812 158,260 90,779 1975/2007 87,161 1952 80,325 1979/2007 80,245 78,972 1984 1985 74,570 74,570 1992/2011 140,123 69,921 1989 60,000 51,639 60,000 1981/2010 51,639 1987 111,840 111,840 84,725 33,890 1980 1982 79,137 31,655 1990 3.8 1.5 5-‐storey suburban office building 71,192 28,477 1978 6.5 2.6 1-‐storey suburban office building 60,805 16,754 24,322 16,754 1990 1991 1.1 2.4 0.4 2-‐storey suburban office building 2.4 1-‐storey suburban office building 76.5% 5,514,402 4,218,732 166.8 136.2 100.0% 956,725 956,725 1983/2003 and 2010 1.6 1.6 28-‐storey downtown office building 100.0% 717,160 717,160 2010 16.5 16.5 1-‐storey industrial building (4) 40.0% 540,933 216,373 1974 2.8 1.1 One 21-‐storey and one 23-‐storey downtown office building 100.0% 398,351 398,351 1970/2005 0.4 0.4 12-‐storey office building with parking Market Square, Kitchener 100.0% 241,341 241,341 1975/1986 4.0 4.0 3-‐storey downtown office/retail 100 Frederick Street, Kitchener 1 Riverside Drive,Windsor 100.0% 100.0% 239,428 239,428 1981/2005 235,915 235,915 2002 1.8 1.8 building 1.8 10-‐storey downtown office building 1.8 14-‐storey office building with ground floor podium and below grade retail 50 Queen Street North, Kitchener 100.0% 170,333 170,333 1978/2004 0.9 0.9 11-‐storey downtown office building 55 King Street West, Kitchener 235 King Street East, Kitchener 100.0% 100.0% 126,075 126,075 100,797 100,797 1992 1977 1.1 0.6 1.1 12-‐storey downtown office building 0.6 6-‐storey downtown office building with underground parking 22 Frederick Street, Kitchener 100.0% 95,855 95,855 1973/1999 0.7 0.7 12-‐storey downtown office building Dream Office REIT 2014 Annual Report | 65 Property Ownership Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset Accelerator Building, Waterloo 180 Keil Drive South, Chatham 70 King Street East, Kitchener 2450 Rue Girouard, Saint-‐Hyacinthe 12800 Foster Street, Overland Park 100.0% 100.0% 100.0% 100.0% 92,862 36,927 9,485 92,862 36,927 2006 2005 9,485 1977/2009 231,500 231,500 1959/1967 5.5 3.6 0.9 5.4 5.5 3-‐storey office building 3.6 1-‐storey office building with parking 0.9 1-‐storey retail restaurant building 5.4 Two 5-‐storey office buildings 100.0% 185,178 185,178 2006 10.0 10.0 5-‐storey office building with parking 400 Cumberland Road, Ottawa 2200-‐2204 Walkley Road, Ottawa 130 Slater Street, Ottawa 900 Place D'Youville, Québec City 100.0% 100.0% 100.0% 100.0% 174,322 174,322 1972/2000 158,898 158,898 1985 122,906 122,906 1968 122,671 122,671 1956/1988 0.5 7.1 0.4 0.5 0.5 11-‐storey downtown office building 7.1 One 2-‐storey and one 5-‐storey suburban office building 0.4 13-‐storey downtown office building 0.5 One 9-‐storey and one 8-‐storey office building Gateway Business Park, Ottawa 100.0% 120,995 120,995 1987 6.0 6.0 Three 6-‐storey suburban office 1125 Innovation Drive, Ottawa 100.0% 115,771 115,771 2000 7.0 buildings 7.0 One 3-‐storey and two 2-‐storey suburban office buildings 150 Metcalfe Street, Ottawa 22 Varennes Street, Gatineau 360 Laurier Avenue West, Ottawa 580 Rue Grande Allée, Québec City 100.0% 100.0% 100.0% 109,003 109,003 107,783 107,783 1991 2001 107,298 107,298 1966/2010 0.2 4.3 0.3 0.2 22-‐storey downtown office building 4.3 2-‐storey suburban office building 0.3 11-‐storey downtown office building 100.0% 90,777 90,777 1912 1.0 1.0 6-‐storey office building with parkade 250 King Street, Fredericton 100.0% 277 Pleasant Street, Dartmouth 100.0% 80,162 76,527 80,162 76,527 1999 1971 1.4 1.8 1.4 4-‐storey office building 1.8 5-‐storey office building with underground parking 219 Laurier Avenue West, Ottawa 8550 Newman Boulevard, Montréal 236 Brownlow Avenue, Dartmouth 2625 Queensview Drive, Ottawa 1305 Chemin Sainte-‐Foy, Québec City Seven Capella Court, Ottawa 111 Ilsley Avenue, Dartmouth 700 De la Gauchetière Street West, Montréal 680 Broadway Street, Tillsonburg (Tillsonburg Gateway Centre) 141 Saint Jean Street, Québec City 460 Two Nations Crossing, Fredericton (4) 40.0% 187,783 75,113 1965 0.3 0.1 14-‐storey downtown office building 100.0% 66,397 66,397 2001/2005 2.8 2.8 2-‐storey suburban office building 100.0% 60,739 60,739 1987 4.2 4.2 1-‐storey suburban office building 100.0% 46,156 46,156 1983 2.7 2.7 2-‐storey suburban office building 100.0% 36,542 36,542 1957/1991 0.3 0.3 5-‐storey office building with parking 100.0% 100.0% 79.2% (4) 49.9% 31,362 27,428 32,788 31,362 27,428 2002 1983 25,968 1983/2003 and 2010 1.3 1.6 1.6 1.3 3-‐storey suburban office building 1.6 3-‐storey suburban office building 1.3 3-‐level retail podium 47,016 23,461 2003 8.3 4.1 1-‐storey neighbourhood shopping plaza 100.0% 22,333 22,333 1920 0.2 0.2 3-‐storey office/residential building (4) 40.0% 50,945 20,378 2008 3.7 1.5 3-‐storey suburban office building Dream Office REIT 2014 Annual Report | 66 Property 117 Kearney Lake Road, Halifax 55 Norfolk Street South, Simcoe Ownership (4) 35.0% (4) 40.0% Eastern Canada (1) (2) Total Redevelopment properties: Bellanca Building, Yellowknife Redevelopment properties Held for sale properties: Capital Centre, Edmonton Held for sale properties Total including redevelopment and held for sale properties Total GLA in square feet Owned share of total GLA in square feet Year built/ renovated Total site area in acres Owned share of site area in acres Description of asset 36,353 12,887 12,724 1994 5,155 1987/2000 91.8% 6,424,707 5,895,174 87.7% 27,627,693 24,222,661 100.0% 100.0% (3) 25.0% 25.0% 52,285 52,285 52,285 52,285 1973 64,114 16,029 1978 64,114 16,029 4.2 0.6 119.9 444.2 0.6 0.6 0.9 0.9 1.5 1-‐storey retail plaza 0.2 2-‐storey office/retail complex 108.2 387.2 0.6 10-‐storey office building 0.6 0.2 2-‐storey downtown office building 0.2 87.6% 27,744,092 4,290,975 445.7 388.0 (1) Includes properties in southwestern Ontario and U.S. (2) Excludes redevelopment properties and held for sale properties. (3) Investment in joint venture. (4) Co-‐owned property. Dream Office REIT 2014 Annual Report | 67 Total GLA in square feet Owned share of total GLA in square feet No. of tenants Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet Occupancy (1) Owned share occupancy in square feet 15,306 52,491 14,773 11,078 26,443 34,665 32,873 72,083 5,108 7,003 24,670 5,370 4,581 58,265 9,874 7,454 11,834 4,771 7,595 11,337 5,948 5,976 2.66 3.93 3.39 5.20 3.80 2.85 4.03 3.76 3.24 4.98 4.48 1.88 2.14 3.31 1.30 7.52 3.98 3.58 3.45 4.55 4.91 3.41 25,701 91.5% 275,516 -‐ 100.0% 262,456 6,718 19,908 -‐ -‐ -‐ -‐ 21,405 15,551 31,735 11,016 40,145 97.1% 90.9% 221,594 199,406 100.0% 185,104 100.0% 173,325 100.0% 164,364 100.0% 144,165 85.1% 88.4% 75.7% 90.7% 66.0% 122,589 119,046 98,680 107,390 77,877 -‐ 100.0% 116,530 55,208 3,446 623 2,442 47.2% 96.8% 99.3% 97.4% -‐ 100.0% 12,781 4,719 13,834 86.1% 94.6% 83.8% 49,370 104,351 94,675 90,653 91,137 79,359 83,275 71,707 13,803 1.93 -‐ 100.0% 82,817 8,314 2.17 7,046 91.4% 74,827 301,217 262,456 228,312 219,314 185,104 173,325 118,406 118,022 116,530 104,578 107,797 95,298 93,095 91,137 92,140 87,994 85,541 301,217 262,456 228,312 219,314 185,104 173,325 164,364 144,165 143,994 134,597 130,415 118,406 118,022 116,530 104,578 107,797 95,298 93,095 91,137 92,140 87,994 85,541 82,817 82,817 81,873 81,873 82,264 81,662 190,773 82,264 81,662 76,309 18 5 15 18 7 5 5 2 24 17 4 20 17 2 5 14 8 19 12 7 14 12 6 9 7 1 Occupancy by asset Property HSBC Bank Place, Edmonton Enbridge Place, Edmonton Saskatoon Square, Saskatoon Station Tower, Surrey 1900 Sherwood Place, Regina Milner Building, Edmonton 887 Great Northern Way, Vancouver 164,364 Victoria Tower, Regina Baker Centre, Edmonton Princeton Tower, Saskatoon 144,165 143,994 134,597 340-‐450 3rd Avenue N., Saskatoon 130,415 HSBC Building, Edmonton 4259-‐4299 Canada Way, Burnaby 13888 Wireless Way, Richmond Highfield Place, Edmonton Scotia Centre, Yellowknife Richmond Place, Richmond 4400 Dominion Street, Burnaby 2055 Premier Way, Strathcona County Precambrian Building, Yellowknife Northwest Tower, Yellowknife 625 Agnes Street, New Westminster 2899 Broadmoor Blvd., Strathcona County 2693 Broadmoor Blvd., Strathcona County 1914 Hamilton Street, Regina 2665 Renfrew Street, Vancouver 350-‐450 Lansdowne Street, Kamloops (5) 2833 Broadmoor Blvd., Strathcona County Financial Building, Regina 4370 Dominion Street, Burnaby Preston Centre, Saskatoon 960 Quayside Drive, New Westminster 2755 Broadmoor Blvd., Sherwood Park 2261 Keating Cross Road, Victoria (5) 181,693 11,752 81,662 30 5,450 2.17 5.50 4.95 -‐ -‐ 10,913 100.0% 100.0% 85.7% 82,264 81,662 65,396 75,254 75,254 17 3,908 3.49 8,817 88.3% 66,437 65,764 63,930 61,867 61,694 72,677 65,764 63,930 61,867 61,694 7 3 8 13 12 21,542 21,921 4,428 4,759 4,869 2.66 1.07 3.49 5.10 1.89 12,361 83.0% 60,316 -‐ 100.0% 28,507 55.4% -‐ 100.0% 3,272 94.7% 65,764 35,423 61,867 58,422 61,302 61,302 16 3,831 3.16 -‐ 100.0% 61,302 Dream Office REIT 2014 Annual Report | 68 Harbour Landing, Phase 2, Regina 38,738 Property 2257 & 2301 Premier Way, Sherwood Park 2121 & 2181 Premier Way, Sherwood Park 10199 -‐ 101st Street NW, Edmonton (5) 2220 College Avenue, Regina Morgex Building, Edmonton Gallery Building, Yellowknife 13183 -‐ 146th Street NW, Edmonton 2400 College Avenue, Regina Royal Centre, Saskatoon 2208 Scarth Street, Regina Royal Centre, Saskatoon 2445 -‐ 13th Avenue, Regina 234 -‐ 1st Avenue South, Saskatoon Western Canada Telus Tower, Calgary (4) IBM Corporate Park, Calgary 840 -‐ 7th Avenue SW, Calgary 444 -‐ 7th Building, Calgary McFarlane Tower, Calgary Life Plaza, Calgary 59,590 53,000 50,150 38,817 35,528 32,128 25,185 16,411 16,096 9,567 710,243 357,277 269,467 251,931 241,815 236,709 Rocky Mountain Plaza, Calgary 205,254 Northland Building, Calgary 606 4th Building & Barclay Parkade, Calgary Roslyn Building, Calgary Atrium I, Calgary Atrium II, Calgary 510 -‐ 5th Street SW, Calgary Joffre Place, Calgary Dominion Centre, Calgary 435 -‐ 4th Avenue SW, Calgary 1035 -‐ 7th Ave SW, Calgary Mount Royal Place, Calgary 441 -‐ 5th Avenue SW, Calgary 146,600 132,885 131,763 109,793 109,392 109,181 107,261 99,014 88,737 75,129 59,377 59,151 Total GLA in square feet Owned share of total GLA in square feet No. of tenants Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet Occupancy (1) Owned share occupancy in square feet 153,299 153,299 15 8,856 3.36 20,458 86.7% 132,841 151,456 151,456 18 8,414 4.66 -‐ 100.0% 151,456 121,357 60,679 65,532 2.79 27,913 54.0% 32,767 1 1 1 2 2 6 4 2 3 7 4 6 59,590 53,000 25,075 19,369 6,470 8,195 16,064 8,032 2,344 1,799 1,595 59,590 53,000 50,150 38,738 38,817 35,528 32,128 25,185 16,411 16,096 9,567 355,122 357,277 269,467 251,931 241,815 236,709 205,254 146,600 132,885 131,763 109,793 109,392 109,181 107,261 99,014 88,737 75,129 59,377 59,151 7 10 19 5 34 35 13 22 12 14 8 13 29 12 6 15 3 19 16 100,968 35,728 11,105 30,467 6,918 6,029 14,948 5,520 8,441 9,412 13,724 6,604 3,759 7,151 15,239 5,740 23,903 3,125 3,043 1.58 4.75 7.17 8.62 3.29 0.84 4.25 3.71 2.56 1.13 2.14 3.68 2.29 3.66 4.00 6.78 3.79 2.82 7.04 3.85 3.11 1.76 4.11 4.97 3.31 4.75 3.58 3.80 3.38 3.64 2.88 3.82 -‐ -‐ -‐ -‐ -‐ 100.0% 100.0% 100.0% 100.0% 100.0% 2,747 92.3% -‐ 100.0% 1,088 95.7% -‐ 100.0% 8,900 44.7% -‐ 100.0% 59,590 53,000 50,150 38,738 38,817 32,781 32,128 24,097 16,411 7,196 9,567 397,254 91.7% 4,408,605 1,734 99.5% 353,388 -‐ 100.0% 357,277 58,476 99,598 6,614 25,706 10,928 25,153 31,598 78.3% 60.5% 97.3% 89.1% 94.7% 82.8% 76.2% 210,991 152,333 235,201 211,003 194,326 121,447 101,287 -‐ -‐ 100.0% 131,763 100.0% 109,793 23,542 158 21,450 7,581 2,642 3,420 78.5% 99.9% 80.0% 92.3% 97.0% 95.4% -‐ 100.0% 10,465 82.3% 85,850 109,023 85,811 91,433 86,095 71,709 59,377 48,686 329,065 89.5% 2,816,793 5,090,016 4,805,858 451 10,266 Calgary Downtown 3,500,979 3,145,858 292 10,857 Dream Office REIT 2014 Annual Report | 69 Property Total GLA in square feet Owned share of total GLA in square feet No. of tenants Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet Occupancy (1) Owned share occupancy in square feet 868,684 757,506 1,578,741 1,052,547 Franklin Atrium, Calgary 149,660 Airport Corporate Centre, Calgary 149,327 2891 Sunridge Way, Calgary Kensington House, Calgary 3115 -‐ 12th Street NE, Calgary 14505 Bannister Road, SE, Calgary Braithwaite Boyle Centre, Calgary Franklin Building, Calgary 2816 -‐ 11th Street NE, Calgary Centre 70, Calgary (5) Calgary Suburban Scotia Plaza (40 King Street West), Toronto (4) Adelaide Place, Toronto State Street Financial Centre, Toronto AIR MILES Tower, Toronto 655 Bay Street, Toronto Scotia Plaza (44 King Street West), Toronto (4) 87,250 77,906 73,541 61,272 54,846 50,577 33,507 130,798 655,230 413,933 322,669 297,582 401,705 74 Victoria St/137 Yonge St, Toronto 265,812 720 Bay Street, Toronto 36 Toronto Street, Toronto 18 King Street East, Toronto 330 Bay Street, Toronto 100 Yonge Street, Toronto (4) 20 Toronto St/33 Victoria St, Toronto 8 King Street East, Toronto 250 Dundas Street West, Toronto Victory Building, Toronto 425 Bloor Street East, Toronto 212 King Street West, Toronto 357 Bay Street, Toronto 360 Bay Street, Toronto 10 King Street East, Toronto 350 Bay Street, Toronto 67 Richmond Street West, Toronto 366 Bay Street, Toronto 49 Ontario Street, Toronto (5) 56 Temperance Street, Toronto 247,743 214,054 231,811 161,892 242,645 157,852 148,142 121,593 101,421 83,527 73,277 63,529 57,744 57,476 52,796 50,158 36,371 87,105 32,338 149,660 149,327 87,250 77,906 73,541 61,272 54,846 50,577 33,507 19,620 655,230 413,933 322,669 297,582 267,817 265,812 247,743 214,054 231,811 161,892 161,771 157,852 148,142 121,593 101,421 83,527 73,277 63,529 57,744 57,476 52,796 50,158 36,371 34,842 32,338 8 11 4 16 12 4 7 3 3 41 109 65 72 9 20 23 1 5 1 34 28 38 14 29 46 19 44 9 10 25 16 21 13 5 11 2 8 17,332 11,609 21,813 4,783 4,757 15,318 5,916 16,859 6,111 2,720 7,067 24,148 8,734 45,993 15,981 12,652 401,705 53,162 247,743 6,128 8,277 3,533 17,302 5,351 2,865 6,400 2,183 8,066 7,328 1,982 3,243 2,637 3,747 10,032 2,902 43,553 3,621 3.29 5.09 3.92 2.15 4.12 5.22 2.81 2.93 2.82 3.48 3.76 8.01 4.23 8.24 3.93 4.13 12.50 5.85 6.01 3.78 2.88 3.51 6.89 4.97 3.26 4.54 3.62 2.81 8.05 2.01 3.06 3.34 3.04 2.32 2.40 3.05 2.26 11,001 21,626 92.6% 85.5% 138,659 127,701 -‐ 100.0% 1,373 16,457 98.2% 77.6% -‐ 100.0% 13,437 75.5% -‐ 100.0% 15,173 2,891 54.7% 85.3% 87,250 76,533 57,084 61,272 41,409 50,577 18,334 16,729 81,958 89.2% 675,548 6,090 99.4% 1,046,457 26,381 96.0% 628,849 -‐ 100.0% 413,933 3,044 6,579 -‐ -‐ -‐ 99.1% 97.8% 319,625 291,003 100.0% 267,817 100.0% 265,812 100.0% 247,743 5,703 97.3% 208,351 54 100.0% 231,757 27,623 283 82.9% 99.8% 134,269 161,488 2,684 98.3% 155,168 16,337 89.0% 131,805 -‐ 100.0% 121,593 5,370 10,936 94.7% 86.9% -‐ 100.0% 13,973 5,864 2,100 4,086 78.0% 89.8% 96.3% 92.3% -‐ 100.0% 4,453 87.8% -‐ 100.0% 96,051 72,591 73,277 49,556 51,880 55,376 48,710 50,158 31,918 34,842 3,374 89.6% 28,964 Dream Office REIT 2014 Annual Report | 70 Property 10 Lower Spadina Avenue, Toronto (5) Total GLA in square feet Owned share of total GLA in square feet 60,255 24,102 83 Yonge Street, Toronto 11,504 11,504 Toronto Downtown 6,228,905 5,399,533 5915-‐5935 Airport Road, Mississauga Aviva Corporate Centre, Toronto 6655-‐6725 Airport Road, Mississauga 5001 Yonge Street, Toronto 2075 Kennedy Road, Toronto 5945-‐5955 Airport Road, Mississauga 50 Burnhamthorpe Road West, Mississauga (5) 30 Eglinton Avenue West, Mississauga 401 & 405 The West Mall, Toronto (5) 300, 302 & 304 The East Mall, Toronto (5) 625 Cochrane Drive, Markham Valleywood Corporate Centre, Markham 90 Burnhamthorpe Road West, Mississauga (5) 185 The West Mall, Toronto (5) 2645 Skymark Ave., Mississauga 6299 Airport Road, Mississauga 1020 Birchmount Road, Toronto 6303 Airport Road, Mississauga 195 The West Mall, Toronto 191 The West Mall, Toronto 586 Argus Road, Oakville (5) (5) 2810 Matheson Boulevard East, Mississauga (5) 6509 Airport Road, Mississauga 2550 Argentia Road, Mississauga 100 Gough Road, Markham 6501 Mississauga Road, (5) Mississauga 2010 Winston Park Drive, Oakville (5) 6531 Mississauga Road, (5) Mississauga Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet No. of tenants Occupancy (1) Owned share occupancy in square feet 6 4 578 50 9 9 20 11 33 9,901 3.29 340 98.6% 23,762 2,876 10,519 7,283 39,158 36,819 15,301 16,568 3,870 5.15 5.77 4.78 2.72 1.56 3.27 2.53 4.59 -‐ 100.0% 11,504 145,274 97.3% 5,254,259 129,682 73.7% 364,129 -‐ -‐ 100.0% 352,425 100.0% 331,372 2,547 23,590 50,286 99.2% 88.5% 71.7% 306,021 182,245 127,699 493,811 493,811 352,425 331,372 308,568 205,835 177,985 352,425 331,372 308,568 205,835 177,985 350,997 175,148 33 9,168 5.32 24,178 86.2% 150,970 165,012 165,012 39 3,504 3.89 28,359 82.8% 136,653 411,842 326,389 162,792 154,774 164,737 162,868 162,792 154,774 23 25 13 13 17,906 11,340 12,522 11,490 4.17 4.66 4.05 3.45 -‐ 100.0% 164,737 21,396 86.9% 141,472 -‐ 100.0% 162,792 5,408 96.5% 149,366 304,750 152,070 18 13,690 5.80 29,106 80.9% 122,964 297,292 142,436 90,779 87,161 80,325 160,812 158,260 74,570 140,123 60,000 51,639 111,840 84,725 79,137 71,192 148,349 142,436 90,779 87,161 80,325 80,245 78,972 74,570 69,921 60,000 51,639 111,840 33,890 31,655 28,477 21 2 24 1 9 1 8 5 9 1 16 1 22 9 18 12,772 42,282 3,256 87,161 8,606 160,812 18,467 14,914 14,312 60,000 2,690 111,840 3,172 6,621 2,866 4.02 6.62 4.97 4.00 6.04 6.01 4.39 2.49 5.96 6.01 4.61 1.67 2.71 3.47 3.33 Dream Office REIT 2014 Annual Report | 71 90.2% 133,840 14,509 57,872 12,633 59.4% 86.1% -‐ 100.0% 2,869 96.4% -‐ 100.0% 84,564 78,146 87,161 77,456 80,245 5,253 93.3% 73,719 -‐ 100.0% 74,570 5,645 91.9% 64,276 -‐ 100.0% 8,603 83.3% 60,000 43,036 -‐ 100.0% 111,840 5,981 82.4% 27,909 7,819 7,845 75.3% 72.5% 23,836 20,632 Property 80 Whitehall Drive, Markham (5) 3035 Orlando Drive, Mississauga Total GLA in square feet Owned share of total GLA in square feet 60,805 16,754 24,322 16,754 Toronto Suburban 5,514,402 4,218,732 956,725 956,725 Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet Occupancy (1) Owned share occupancy in square feet 30,403 16,754 11,071 67,018 4.26 7.42 3.90 6.16 -‐ -‐ 100.0% 24,322 100.0% 16,754 443,581 89.5% 3,775,151 18,472 98.1% 938,253 No. of tenants 2 1 446 14 717,160 717,160 1 717,160 11.25 -‐ 100.0% 717,160 24,444 199,176 7.23 15.33 11,047 94.9% 205,326 -‐ 100.0% 398,351 50 Queen Street North, Kitchener 170,333 700 De la Gauchetière Street West, Montréal 445 Opus Industrial Boulevard, Mount Juliet, Nashville 275 Dundas Street West, London (5) 200 Chemin Sainte-‐Foy, Québec City Market Square, Kitchener 100 Frederick Street, Kitchener 1 Riverside Drive,Windsor 55 King Street West, Kitchener 235 King Street East, Kitchener 22 Frederick Street, Kitchener Accelerator Building, Waterloo 180 Keil Drive South, Chatham 70 King Street East, Kitchener 2450 Rue Girouard, Saint-‐Hyacinthe 12800 Foster Street, Overland Park 400 Cumberland Road, Ottawa 2200-‐2204 Walkley Road, Ottawa 130 Slater Street, Ottawa 900 Place D'Youville, Québec City Gateway Business Park, Ottawa 1125 Innovation Drive, Ottawa 150 Metcalfe Street, Ottawa 22 Varennes Street, Gatineau 540,933 398,351 241,341 239,428 235,915 126,075 100,797 95,855 92,862 36,927 9,485 174,322 158,898 122,906 122,671 120,995 115,771 109,003 107,783 360 Laurier Avenue West, Ottawa 107,298 580 Rue Grande Allée, Québec City 250 King Street, Fredericton 277 Pleasant Street, Dartmouth 90,777 80,162 76,527 219 Laurier Avenue West, Ottawa (5) 187,783 8550 Newman Boulevard, Montréal 66,397 236 Brownlow Avenue, Dartmouth 2625 Queensview Drive, Ottawa 1305 Chemin Sainte-‐Foy, Québec City Seven Capella Court, Ottawa 111 Ilsley Avenue, Dartmouth 60,739 46,156 36,542 31,362 27,428 231,500 231,500 185,178 185,178 1 185,178 5.92 216,373 398,351 241,341 239,428 235,915 170,333 126,075 100,797 95,855 92,862 36,927 9,485 21 2 20 15 7 12 12 3 16 4 1 1 1 11,910 13,617 28,557 12,975 9,514 25,694 4,586 23,216 36,927 9,485 3.87 3.70 6.92 2.78 4.31 4.55 2.78 7.41 3.33 4.29 231,500 11.23 174,322 158,898 122,906 122,671 120,995 115,771 109,003 107,783 107,298 90,777 80,162 76,527 75,113 66,397 60,739 46,156 36,542 31,362 27,428 3 3 25 4 38 4 22 1 7 16 3 5 5 6 1 5 8 1 5 58,107 52,966 4,451 30,109 3,151 28,943 4,827 107,783 15,328 3,938 26,721 12,868 37,557 9,440 21,430 9,231 3,556 31,362 4,721 2.02 2.74 3.44 10.25 4.11 6.05 3.62 2.84 3.19 2.09 4.75 3.27 1.44 2.01 2.00 3.60 7.99 0.33 1.90 Dream Office REIT 2014 Annual Report | 72 3,135 35,176 36,015 14,632 11,904 23,716 22,480 -‐ -‐ -‐ -‐ -‐ -‐ -‐ 11,625 2,237 1,253 98.7% 85.3% 84.7% 91.4% 90.6% 76.5% 76.5% 100.0% 100.0% 100.0% 238,206 204,252 199,900 155,701 114,171 77,081 73,375 92,862 36,927 9,485 100.0% 231,500 100.0% 185,178 100.0% 174,322 100.0% 158,898 90.5% 98.2% 99.0% 111,281 120,434 119,742 -‐ 100.0% 115,771 2,814 97.4% 106,189 -‐ -‐ 100.0% 107,783 100.0% 107,298 27,776 69.4% 63,001 -‐ 100.0% 12,188 84.1% -‐ 100.0% 9,759 39,309 85.3% 35.3% -‐ 100.0% 8,091 77.9% -‐ 3,822 100.0% 86.1% 80,162 64,339 75,113 56,638 21,430 46,156 28,451 31,362 23,606 Total GLA in square feet Owned share of total GLA in square feet No. of tenants Average tenant size in square feet Average lease term remaining in years Owned share vacant in square feet Occupancy (1) Owned share occupancy in square feet 32,788 25,968 25 932 4.37 7,521 71.0% 18,447 47,016 22,333 23,461 22,333 50,945 20,378 11,754 7,444 8.16 0.58 50,945 13.59 -‐ -‐ -‐ 100.0% 23,461 100.0% 22,333 100.0% 20,378 Property 700 De la Gauchetière Street West, Montréal 680 Broadway Street, Tillsonburg (5) 141 Saint Jean Street, Québec City 460 Two Nations Crossing, (5) Fredericton 117 Kearney Lake Road, Halifax (5) 55 Norfolk Street South, Simcoe (5) 36,353 12,887 12,724 5,155 2,555 12,887 6,424,707 5,895,174 340 17,941 3.85 2.16 6.66 1,097 91.4% 11,627 -‐ 100.0% 5,155 304,069 94.8% 5,591,105 27,627,693 24,222,661 2,216 11,592 4.96 1,701,201 93.0% 22,521,461 Eastern Canada (2) (3) Total 4 3 1 13 1 (1) Occupancy includes in-‐place and committed. (2) Includes properties in southwestern Ontario and U.S. (3) Excludes redevelopment properties and held for sale properties. (4) Investment in joint venture. (5) Co-‐owned property. Dream Office REIT 2014 Annual Report | 73 Owned area of total GLA in square feet Properties City Province Largest tenants by GLA Tenant Government of Canada Bank of Nova Scotia 1,423,259 2 Properties 1 Property 1 Property 4 Properties 1 Property 3 Properties 2 Properties 4 Properties 3 Properties 6 Properties 1 Property 1 Property 984,404 1 Property 1 Property 2 Properties 7 Properties 1 Property 2 Properties 2 Properties Nissan North America Inc. 717,160 445 Opus Industrial Boulevard Government of Ontario 670,003 7 Properties Government of Québec Bell Canada 1 Property 1 Property 663,922 1 Property 4 Properties 376,694 Northwest Tower 350-‐450 Lansdowne Enbridge Place Scotia Plaza Gateway Business Park 700 De la Gauchetière Street West Government of Saskatchewan 343,001 6 Properties Aviva Canada Inc. Government of Alberta Telus 1 Property 335,900 HSBC Bank Place 2200-‐2206 Eglinton Avenue East 304,079 8 Properties 3 Properties 287,803 2261 Keating Cross Road Telus Tower Government of British Columbia 287,747 Station Tower Intact Financial Corporation 263,214 2 Properties 4370 Dominion Street Richmond Place 2261 Keating Cross Road 350-‐450 Lansdowne IBM Corporate Park 2450 Girouard Street West Enbridge Pipelines Inc. State Street Trust Company 248,577 Enbridge Place 244,936 State Street Financial Centre 18 King Street East Dream Office REIT 2014 Annual Report | 74 Yellowknife Surrey New Westminster Saskatoon Regina Calgary Edmonton Toronto Kitchener Ottawa Gatineau Windsor Yellowknife Calgary Saskatoon Toronto Markham Mississauga Kitchener Mount Juliet Toronto Ottawa Kitchener Montreal Québec City Yellowknife Kamloops Edmonton Toronto Ottawa Montréal Regina Saskatoon Edmonton Toronto Calgary Edmonton Victoria Calgary Surrey New Westminster Burnaby Richmond Victoria Kamloops Calgary Saint-‐Hyacinthe Edmonton Toronto Toronto Northwest Territories British Columbia British Columbia Saskatchewan Saskatchewan Alberta Alberta Ontario Ontario Ontario Québec Ontario Northwest Territories Alberta Saskatchewan Ontario Ontario Ontario Ontario Tennessee, U.S. Ontario Ontario Ontario Quebec Quebec Northwest Territories British Columbia Alberta Ontario Ontario Québec Saskatchewan Saskatchewan Alberta Ontario Alberta Alberta British Columbia Alberta British Columbia British Columbia British Columbia British Columbia British Columbia British Columbia Alberta Québec Alberta Ontario Ontario Tenant Winners Merchants International TD Canada Trust Owned area of total GLA in square feet Properties 219,685 1 Property 2 Properties 209,400 Saskatoon Square SNC-‐Lavalin Inc. Loyalty Management Newalta Corporation U.S. Bank National Association IBM Canada Ltd. 1914 Hamilton Street 300, 302 & 304 The East Mall 55 King Street West 275 Dundas Street West 207,351 1 Property 1 Property 4 Properties 194,018 AIR MILES Tower 187,297 3 Properties 185,178 12800 Foster Street IBM Corporate Park 170,379 100 Gough Road 5001 Yonge Street ATCO Group AON Canada Inc. Dream Office Management Corp. 168,169 2 Properties 166,609 700 De la Gauchetière Street West 160,096 2 Properties 1 Property 1 Property 1 Property 2 Properties 1 Property 5 Properties 2 Properties 5 Properties 1 Property 4 Properties 4 Properties 1 Property 1 Property The City of Edmonton Government of Northwest Territories Cenovus Energy Inc. Miller Thomson Daimler Chrysler Canada Inc. Borell Management Nautilus Fitness & Racquet Centre Conex Rental Corp & Flint Energy Hatch Optima Ltd. International Financial Data Services Stantec Consulting Ltd. Minacs Worldwide Inc. 156,106 HSBC Bank Place 142,202 3 Properties 140,605 Rocky Mountain Plaza 137,149 Valleywood Corporate Centre Accelerator Building Scotia Plaza 132,500 1 Riverside Drive 124,795 Scotia Plaza 117,893 Market Square 5 Properties 113,801 2 Properties 110,383 840 -‐ 7th Avenue SW 107,490 State Street Financial Centre 103,851 Station Tower Market Square 2261 Keating Cross Road 103,658 6655-‐6725 Airport Road 180 Keil Drive South Government of New Brunswick Total 100,540 2 Properties 10,609,854 Dream Office REIT 2014 Annual Report | 75 City Toronto Mississauga Saskatoon Regina Toronto Kitchener London Yellowknife Calgary Toronto Toronto Calgary Overland Park Calgary Markham Toronto Edmonton Montréal Yellowknife Surrey New Westminster Richmond Saskatoon Regina Calgary Edmonton Toronto Ottawa Mississauga Kitchener Windsor Montréal Edmonton Yellowknife Calgary Markham Waterloo Toronto Windsor Toronto Kitchener Toronto Edmonton Calgary Toronto Surrey Kitchener Victoria Mississauga Chatham Fredericton Province Ontario Ontario Saskatchewan Saskatchewan Ontario Ontario Ontario Northwest Territories Alberta Ontario Ontario Alberta Kansas, U.S. Alberta Ontario Ontario Alberta Québec Northwest Territories British Columbia British Columbia British Columbia Saskatchewan Saskatchewan Alberta Alberta Ontario Ontario Ontario Ontario Ontario Québec Alberta Northwest Territories Alberta Ontario Ontario Ontario Ontario Ontario Ontario Ontario Alberta Alberta Ontario British Columbia Ontario British Columbia Ontario Ontario New Brunswick Cumulative gross revenue $109.2 million Largest tenants by annualized gross rent (Includes all tenants where projected annualized gross contract rent exceeds $1.0 million) Rank Tenant Cumulative gross revenue Rank Tenant $385.5 million $2.5 million or greater: 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 11. 12. 13. 14. Bank of Nova Scotia Government of Canada Government of Ontario Bell Canada Government of Québec Telus Enbridge Pipelines Inc. State Street Trust Company Government of Saskatchewan Government of British Columbia Government of Alberta Newalta Corporation Aviva Canada Inc. Borell Management 15. 16. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. 31. 32. 33. 34. 35. 36. 37. 38. 39. 40. 41. 42. 43. 44. 45. Loyalty Management SNC-‐Lavalin Inc. Dream Office Management Corp. Miller Thomson Government of Northwest Territories Cenovus Energy Winners Merchants International Cassels Brock Blackwell ATCO Group Daimler Chrysler Canada Inc. IBM Canada Ltd. TD Canada Trust The City of Edmonton AON Canada Inc. Penn West Energy Trust International Financial Data Services Hatch Optima Ltd. U.S. Bank National Association Intact Financial Corporation Discovery Parks Holdings Ltd. Medcan Health Management Inc. Nissan North America Inc. Nautilus Fitness & Racquet Centre Royal Bank of Canada Co-‐operators Life Insurance The Art Institute of Vancouver Stantec Consulting Ltd. CIBC Sage Software Canada Ltd. Bank of Montreal Carswell Between $1.0 million and $2.5 million: 46. 47. 48. 49. 50. 51. 52. 53. 54. 55. 56. 57. 58. 59. National Bank of Canada Conex Rental BDO Dunwoody Gemini Corporation Agence Metropolitaine de Transport Ensign Resource Service Group CB Richard Ellis Limited Minacs Worldwide Inc. Livingston International Inc. Great West Life Assurance Co. Rogers Communication Inc. DBRS Bereskin & Parr Management MCAP Services Corporation 60. 61. 62. 63. 64. 65. 66. 67. 68. 69. 70. 71. 72. 73. 74. 75. 76. 77. 78. 79. 80. 81. 82. 83. 84. 85. 86. 87. 88. 89. 90. 91. 92. 93. 94. Encana Corporation Government of Nova Scotia Raymond James Ltd. Mark Anthony Group Maple Leaf Foods Government of New Brunswick Delcan Corporation Cardinia Real Estate Canada Inc. Visa Canada Reg. Municipality of Waterloo Canadian Energy Services LP CGI Group AMEC Americas Ltd Energy Edward D. Jones & Co. Canadian Western Bank Saskatchewan Telecommunication International Civil Aviation Organization Conexus Credit Union Gardiner Roberts Toronto Central Community Care CAE Professional Services Inc. Johnson Inc. Trident Exploration Corp. Standard Lands Co Inc. Care Factor Computer Services Yellow Pages Stewart Weir and Co. Wells Fargo Foothill Canada Exchange Solutions Inc. Dutton Brock GCAN Insurance Company Jardine Lloyd Thompson Canada IBI Leaseholds Bantrel MKRT Management Corporation Dream Office REIT 2014 Annual Report | 76 Rank Tenant Cumulative gross revenue Rank Tenant Cumulative gross revenue 95. 96. 97. 98. 99. 100. 101. 102. 103. 104. 105. 106. 107. 108. 109. 110. 111. 112. 113. 114. 115. 116. 117. IMV Projects Inc. Precision Drilling Corp BHP Billiton Diamonds Wardrop Engineering Inc. Wawanesa Mutual Insurance MLT Management Inc. Technicolor Creative Services Cambridge Mercantile Corp. Ontario Bar Association Family Guidance Group Inc. HSBC Bank Canada Lafarge Canada Inc. Trader Corporation Lindt & Sprungli (Canada), Inc. The Insurance Institute of Canada Sun Life Assurance Company Connor, Clark & Lunn Financial City of Windsor Gilliland, Gold, Young Consulting Inc. Smart & Biggar Management Tartan Engineering The Record Inmet Mining Corporation All tenants with annualized owned rent in excess of $2.5 million: Total annualized owned net rental income Total annualized owned gross rental income Total GLA in square feet (owned share) Average base rent (PSF) Average recoveries (PSF) Entire owned portfolio: Total annualized owned net rental income Total annualized owned gross rental income Total occupied and committed GLA in square feet Average base rent (PSF) Average recoveries (PSF) $208.1 million $385.5 million 11,191,536 $18.60 $15.85 $410.4 million $781.9 million 22,521,461 $18.22 $16.50 Dream Office REIT 2014 Annual Report | 77 By contractual rent 21.6% 17.5% 17.4% 8.0% 5.8% 2.7% 5.2% 3.5% 3.3% 15.0% 100.0% Portfolio tenant base (by NAICS codes) Sector Finance and Insurance Public Administration Professional, Scientific and Technical Services Mining and Oil and Gas Extraction Information and Cultural Industries Manufacturing Administrative and Support, Waste Management and Remediation Services Real Estate and Rental and Leasing Retail Trade Other Total By contractual rent By GLA 19.7% 18.1% 17.3% 6.5% 6.2% 5.6% 5.3% 3.0% 3.0% 15.3% 100.0% Real Estate and Rental and Leasing 3.5% Retail Trade 3.3% Other 15.0% Finance and Insurance 21.6% Administrayve and Support, Waste Management and Remediayon Services 5.2% Manufacturing 2.7% Informayon and Cultural Industries 5.8% Public Administrayon 17.6% Mining and Oil and Gas Extracyon 8.0% Professional, Scienyﬁc and Technical Services 17.4% Dream Office REIT 2014 Annual Report | 78 Management’s responsibility for the consolidated financial statements The accompanying consolidated financial statements, the notes thereto and other financial information contained in this Annual Report have been prepared by, and are the responsibility of, the management of Dream Office Real Estate Investment Trust. These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards, using management’s best estimates and judgments when appropriate. The Board of Trustees is responsible for ensuring that management fulfills its responsibility for financial reporting and internal control. The audit committee, which comprises trustees, meets with management as well as the external auditors to satisfy itself that management is properly discharging its financial responsibilities and to review its consolidated financial statements and the report of the auditors. The audit committee reports its findings to the Board of Trustees, which approves the consolidated financial statements. PricewaterhouseCoopers LLP, the independent auditors, have audited the consolidated financial statements in accordance with Canadian generally accepted auditing standards. The auditors have full and unrestricted access to the audit committee, with or without management present. P. Jane Gavan Chief Executive Officer Mario Barrafato Chief Financial Officer Toronto, Ontario, February 19, 2015 Dream Office REIT 2014 Annual Report | 79 Independent auditor’s report To the Unitholders of Dream Office Real Estate Investment Trust We have audited the accompanying consolidated financial statements of Dream Office Real Estate Investment Trust and its subsidiaries, which comprise the consolidated balance sheets as at December 31, 2014 and December 31, 2013 and the consolidated statements of comprehensive income, changes in equity and cash flows for the years then ended, and the related notes, which comprise a summary of significant accounting policies and other explanatory information. Management’s responsibility for the consolidated financial statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated 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 consolidated financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the consolidated 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 consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. 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 consolidated financial statements. Opinion We believe that the audit evidence we have obtained in our audits is sufficient and appropriate to provide a basis for our audit opinion. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of Dream Office Real Estate Investment Trust and its subsidiaries as at December 31, 2014 and December 31, 2013 and their financial performance and their cash flows for the years then ended in accordance with International Financial Reporting Standards. Chartered Professional Accountants, Licensed Public Accountants Toronto, Ontario, February 19, 2015 Dream Office REIT 2014 Annual Report | 80 December 31, December 31, Notes 2014 2013 $ $ $ 8 9 10 11 12 20 13 14 15 23 16 13 17 19 19 19, 27 19 $ 6,139,070 191,691 553,141 106,803 6,990,705 16,565 8,593 10,920 36,078 2,968 7,029,751 2,731,506 15,151 17,082 6,183 18,935 2,788,857 365,855 97,522 463,377 3,252,234 3,171,794 601,495 4,228 3,777,517 7,029,751 $ $ $ $ 6,241,685 166,317 527,255 104,822 7,040,079 28,476 9,450 31,017 68,943 15,921 7,124,943 2,884,481 101,978 18,535 5,167 18,867 3,029,028 264,535 108,242 372,777 3,401,805 3,039,189 682,265 1,684 3,723,138 7,124,943 Consolidated balance sheets (in thousands of Canadian dollars) Assets NON-‐CURRENT ASSETS Investment properties Investment in Dream Industrial REIT Investment in joint ventures Other non-‐current assets CURRENT ASSETS Amounts receivable Prepaid expenses and other assets Cash and cash equivalents Assets held for sale Total assets Liabilities NON-‐CURRENT LIABILITIES Debt Subsidiary redeemable units Deferred Unit Incentive Plan Deferred tax liabilities, net Other non-‐current liabilities CURRENT LIABILITIES Debt Amounts payable and accrued liabilities Total liabilities Equity Unitholders’ equity Retained earnings Accumulated other comprehensive income Total equity Total liabilities and equity See accompanying notes to the consolidated ﬁnancial statements. On behalf of the Board of Trustees of Dream Office Real Estate Investment Trust: JOANNE FERSTMAN Trustee MICHAEL J. COOPER Trustee Dream Office REIT 2014 Annual Report | 81 Note $ 9 10 25 21 21 8 22 32 23 27 27 Year ended December 31, 2014 705,279 (303,771) 401,508 $ 2013 687,172 (295,672) 391,500 15,965 37,611 3,199 56,775 15,697 84,382 4,635 104,714 (24,393) (23,859) (134,952) (4,638) (2,970) (166,953) (124,303) 2,749 (9,848) (131,402) 159,928 (638) 159,290 (130,169) (7,897) (2,527) (164,452) 85,745 34,840 (6,992) 113,593 445,355 (344) 445,011 (666) 3,210 2,544 161,834 $ 39 1,942 1,981 446,992 $ Consolidated statements of comprehensive income (in thousands of Canadian dollars) Investment properties revenue Investment properties operating expenses Net rental income Other income Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of net income from investment in joint ventures Interest and fee income Other expenses General and administrative Interest: Debt Subsidiary redeemable units Amortization of external management contracts and depreciation on property and equipment Fair value adjustments, net gains (losses) on transactions and other activities Fair value adjustments to investment properties Fair value adjustments to financial instruments Net gains (losses) on transactions and other activities Income before income taxes Deferred income taxes Net income for the year Other comprehensive income (loss) Items that will be reclassified subsequently to net income: Unrealized gain (loss) on interest rate swaps Unrealized foreign currency translation gain Comprehensive income for the year See accompanying notes to the consolidated ﬁnancial statements. Dream Office REIT 2014 Annual Report | 82 Consolidated statements of changes in equity (in thousands of Canadian dollars, except for number of units) Attributable to unitholders of the Trust Accumulated other Number of Unitholdersʼ Retained comprehensive Year ended December 31, 2014 Balance at January 1, 2014 Net income for the year Distributions paid Distributions payable Distribution Reinvestment Plan Unit Purchase Plan Deferred units exchanged for REIT A Units REIT B Units exchanged for REIT A Units Cancellation of REIT A Units Conversion of debentures Conversion feature on converted debentures Issue costs Other comprehensive income Balance at December 31, 2014 Note REIT A Units 103,420,221 $ -‐ -‐ -‐ 2,236,530 4,765 157,608 2,936,023 (832,200) 13,628 -‐ -‐ -‐ 18 18 19 19 15 19 19 19 27 107,936,575 $ equity 3,039,189 -‐ -‐ -‐ 63,248 135 4,338 85,350 (20,924) 500 (7) (35) -‐ 3,171,794 $ $ earnings 682,265 159,290 (219,667) (20,393) -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 601,495 $ $ income 1,684 -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 2,544 4,228 $ $ Total equity 3,723,138 159,290 (219,667) (20,393) 63,248 135 4,338 85,350 (20,924) 500 (7) (35) 2,544 3,777,517 Attributable to unitholders of the Trust Accumulated other Year ended December 31, 2013 Balance at January 1, 2013 Net income for the year Distributions paid Distributions payable Public offering of REIT A Units Distribution Reinvestment Plan Unit Purchase Plan Deferred units exchanged for REIT A Units Cancellation of REIT A Units Issue costs Other comprehensive income Balance at December 31, 2013 Number of Unitholdersʼ Retained comprehensive Note REIT A Units 97,634,941 $ -‐ -‐ -‐ 6,353,750 1,509,148 12,212 44,970 (2,134,800) -‐ -‐ 18 18 19 19 19 15 19 27 103,420,221 $ equity 2,829,662 -‐ -‐ -‐ 230,006 47,899 429 1,641 (60,665) (9,783) -‐ 3,039,189 $ $ earnings 467,034 445,011 (210,287) (19,493) -‐ -‐ -‐ -‐ -‐ -‐ -‐ 682,265 $ $ income (loss) (297) -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 1,981 1,684 $ $ Total equity 3,296,399 445,011 (210,287) (19,493) 230,006 47,899 429 1,641 (60,665) (9,783) 1,981 3,723,138 See accompanying notes to the consolidated financial statements. Dream Office REIT 2014 Annual Report | 83 Consolidated statements of cash flows (in thousands of Canadian dollars) Generated from (utilized in) operating activities Net income for the year Non-‐cash items: Share of net income and dilution gain (loss) from investment in Dream Industrial REIT Share of net income from investment in joint ventures Amortization and depreciation Fair value adjustments to investment properties Fair value adjustments to financial instruments Other adjustments Investment in lease incentives and initial direct leasing costs Interest paid on subsidiary redeemable units Change in non-‐cash working capital Generated from (utilized in) investing activities Investment in building improvements Acquisition of investment properties Acquisition deposits on investment properties Acquisition of equity accounted investments Net proceeds from disposal of investment properties Net proceeds from disposal of equity accounted investments Investment in property and equipment Distributions from investment in Dream Industrial REIT Net distributions from investment in joint ventures Repayment of promissory notes receivable Change in restricted cash Generated from (utilized in) financing activities Borrowings Principal repayments Lump sum repayments Financing costs Distributions paid on Units Interest paid on subsidiary redeemable units Cancellation of REIT A Units REIT A Units issued for cash Debt settlement and REIT A Units issue costs Increase (decrease) in cash and cash equivalents Foreign exchange gain on cash held in foreign currency Cash and cash equivalents, beginning of year Cash and cash equivalents, end of year See accompanying notes to the consolidated ﬁnancial statements. Notes Year ended December 31, 2013 2014 $ 159,290 $ 445,011 9 10 26 8 22 26 21, 26 26 7 13 13 13 13 18 21, 26 19 19 $ (15,965) (37,611) 11,287 124,303 (2,749) 3,081 (49,116) 5,186 5,648 203,354 (31,255) -‐ -‐ -‐ 14,957 12,843 (1,367) 11,795 11,725 -‐ (942) 17,756 460,054 (67,135) (427,501) (3,007) (175,912) (5,186) (20,924) 135 (1,927) (241,403) (20,293) 196 31,017 10,920 $ (15,697) (84,382) 5,399 (85,745) (34,840) (1,933) (31,034) 7,524 (9,066) 195,237 (26,903) (485,060) (15,813) (33,021) 11,469 -‐ (4,876) 10,345 2,700 42,000 (452) (499,611) 1,197,881 (65,837) (788,269) (4,492) (180,444) (7,524) (60,665) 230,435 (9,783) 311,302 6,928 75 24,014 31,017 Dream Office REIT 2014 Annual Report | 84 Notes to the consolidated financial statements (All dollar amounts in thousands of Canadian dollars, except for unit or per unit amounts) Note 1 ORGANIZATION Dream Office Real Estate Investment Trust (“Dream Office REIT” or the “Trust”), formerly known as Dundee REIT, is an open-‐ ended investment trust created pursuant to a Declaration of Trust, as amended and restated, under the laws of the Province of Ontario. The consolidated ﬁnancial statements of Dream Office REIT include the accounts of Dream Office REIT and its consolidated subsidiaries. Dream Office REIT’s portfolio comprises ofﬁce properties located in urban centres across Canada and the United States (“U.S.”). A subsidiary of Dream Office REIT performs the property management function. The Trust’s registered ofﬁce is 30 Adelaide Street East, Suite 1600, Toronto, Ontario, Canada M5C 3H1. The Trust is listed on the Toronto Stock Exchange under the symbol “D.UN”. Dream Office REIT’s consolidated ﬁnancial statements for the year ended December 31, 2014 were authorized for issuance by the Board of Trustees on February 19, 2015, after which they may only be amended with the Board of Trustees’ approval. For simplicity, throughout the Notes, reference is made to the units of the Trust as follows: • “REIT A Units”, meaning the REIT Units, Series A • “REIT B Units”, meaning the REIT Units, Series B • “REIT Units”, meaning the REIT Units, Series A, and REIT Units, Series B, collectively • “Units”, meaning REIT Units, Series A, REIT Units, Series B, and Special Trust Units, collectively • “subsidiary redeemable units”, meaning the LP Class B Units, Series 1, limited partnership units of Dream Office LP (formerly known as Dundee Properties Limited Partnership) At December 31, 2014 and December 31, 2013, Dream Unlimited Corp., indirectly through its subsidiaries, held 773,939 REIT A Units and 383,823 subsidiary redeemable units. Note 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The principal accounting policies applied in the preparation of these consolidated financial statements are set out below. These policies have been consistently applied to all years presented, unless otherwise stated. Basis of presentation and statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”). Basis of consolidation The consolidated ﬁnancial statements comprise the ﬁnancial statements of Dream Office REIT and its subsidiaries. Subsidiaries are fully consolidated from the date of acquisition, the date on which the Trust obtains control, and continue to be consolidated until the date such control ceases. Control exists when the Trust is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. All intercompany balances, income and expenses, and unrealized gains and losses resulting from intercompany transactions are eliminated in full. Equity accounted investments Equity accounted investments are investments over which the Trust has significant influence, but not control. Generally, the Trust is considered to exert significant influence when it holds more than a 20% interest in an entity. However, determining significant influence is a matter of judgment and specific circumstances and, from time to time, the Trust may hold an interest of more than 20% in an entity without exerting significant influence. Conversely, the Trust may hold an interest of less than 20% and exert significant influence through representation on the Board of Trustees, direction of management or through contractual agreements. Dream Office REIT 2014 Annual Report | 85 The financial results of the Trust’s equity accounted investments are included in the Trust’s consolidated financial statements using the equity method, whereby the investment is carried on the consolidated balance sheets at cost, adjusted for the Trust’s proportionate share of post-‐acquisition proﬁts and losses and for post-‐acquisition changes in excess of the Trust’s carrying amount of its investment over the net assets of the equity accounted investments, less any identiﬁed impairment loss. The Trust’s share of proﬁts and losses is recognized in the share of net earnings from equity accounted investments in the consolidated statements of comprehensive income. Dilution gains and losses arising from changes in the Trust’s interest in equity accounted investments are recognized in earnings. If the Trust’s investment is reduced to zero, additional losses are not provided for, and a liability is not recognized, unless the Trust has incurred legal or constructive obligations, or made payments on behalf of the equity accounted investment. At each reporting date, the Trust evaluates whether there is objective evidence that its interest in an equity accounted investment is impaired. The entire carrying amount of the equity accounted investment is compared to the recoverable amount, which is the higher of the value-‐in-‐use or fair value less costs to sell. The recoverable amount of each investment is considered separately. Where the Trust transacts with its equity accounted investments, unrealized proﬁts and losses are eliminated to the extent of the Trust’s interest in the investment. Balances outstanding between the Trust and equity accounted investments in which it has an interest are not eliminated in the consolidated balance sheets. Joint arrangements The Trust enters into joint arrangements via joint operations and joint ventures. A joint arrangement is a contractual arrangement pursuant to which the Trust and other parties undertake an economic activity that is subject to joint control, whereby the strategic ﬁnancial and operating policy decisions relating to the activities of the joint arrangement require the unanimous consent of the parties sharing control, and that is referred to as joint operations. Joint arrangements that involve the establishment of a separate entity in which each party to the venture has rights to the net assets of the arrangements are referred to as joint ventures. In a co-‐ownership arrangement the Trust owns jointly one or more investment properties with another party and has direct rights to the investment property, and obligations for the liabilities relating to the co-‐ownership. The Trust reports its interests in joint ventures using the equity method of accounting as previously described under “Equity accounted investments”. The Trust reports its interests in co-‐ownerships as joint operations by accounting for its share of the assets, liabilities, revenues and expenses. Under this method, the Trust’s consolidated financial statements reflect only the Trust’s proportionate share of the assets, its share of any liabilities incurred jointly with the other venturers as well as any liabilities incurred directly, its share of any revenues earned or expenses incurred by the joint operation and any expenses incurred directly. Dream Office REIT 2014 Annual Report | 86 Note 3 ACCOUNTING POLICIES SELECTED AND APPLIED FOR SIGNIFICANT TRANSACTIONS AND EVENTS The signiﬁcant accounting policies used in the preparation of these consolidated financial statements are described below: Investment properties Investment properties are initially recorded at cost, including related transaction costs in connection with asset acquisitions and include ofﬁce properties held to earn rental income and/or for capital appreciation and properties that are being constructed or developed for future use as investment properties. Subsequent to initial recognition, investment properties are accounted for at fair value. Investment properties and properties under development are measured at fair value, determined based on available market evidence, at the consolidated balance sheet dates. Related fair value gains and losses are recorded in comprehensive income in the period in which they arise. The fair value of each investment property is based on, among other things, rental income from current leases and assumptions about rental income from future leases reﬂecting market conditions at the consolidated balance sheet dates, less future estimated cash outﬂows in respect of such properties. To determine fair value, the Trust ﬁrst considers whether it can use current prices in an active market for a similar property in the same location and condition, which is subject to similar leases and other contracts. The Trust has concluded there is insufﬁcient market evidence on which to base investment property valuation using this approach, and has therefore determined that using the income approach is more appropriate. The income approach is one in which the fair value is estimated by capitalizing the net rental income that the property can reasonably be expected to produce over its remaining economic life. The income approach is derived from the overall capitalization rate method, whereby the net operating income is capitalized at the requisite overall capitalization rate. Active properties under development are measured using a discounted cash ﬂow model, net of costs to complete, as of the consolidated balance sheet dates. Development sites in the planning phases are measured using comparable market prices for similar assets. The initial cost of properties under development includes the acquisition cost of the property, direct development costs, realty taxes and borrowing costs directly attributable to properties under development. Borrowing costs associated with direct expenditures on properties under development are capitalized. The amount of capitalized borrowing costs is determined ﬁrst by reference to project-‐specific borrowings, where relevant, and otherwise by applying a weighted average cost of borrowings to eligible expenditures after adjusting for borrowings associated with other speciﬁc developments. Where borrowings are associated with speciﬁc developments, the amount capitalized is the gross cost incurred on those borrowings less any investment income arising on their temporary investment. Borrowing costs are capitalized from the commencement of the development until the date of practical completion when the property is substantially ready for its intended use or sale. The capitalization of borrowing costs is suspended if there are prolonged periods when development activity is interrupted. Practical completion is when the property is capable of operating in the manner intended by management. Generally, this occurs on completion of construction and receipt of all necessary occupancy and other material permits. If the Trust has pre-‐leased space at or prior to the start of the development, and the lease requires tenant improvements that enhance the value of the property, practical completion is considered to occur when such improvements are completed. Initial direct leasing costs incurred in negotiating and arranging tenant leases are added to the carrying amount of investment properties. Lease incentives, which include costs incurred to make leasehold improvements to tenants’ space and cash allowances provided to tenants, are added to the carrying amount of investment properties and are amortized on a straight-‐line basis over the term of the lease as a reduction of investment properties revenue. Internal leasing costs are expensed in the period that they are incurred. Segment reporting A reportable operating segment is a distinguishable component of the Trust that is engaged either in providing related products or services (business segment) or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other reportable segments. The Trust’s primary format for segment reporting is based on business segments. The business segments, ofﬁce properties, are based on the Trust’s management and internal reporting structure. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-‐maker, determined to be the Chief Executive Officer (“CEO”) of the Trust. The operating segments derive their revenue primarily from rental income from lessees. All of the Trust’s business activities and operating segments are reported within the ofﬁce property segments. Dream Office REIT 2014 Annual Report | 87 Other non-‐current assets Other non-‐current assets include property and equipment, deposits, restricted cash, straight-‐line rent receivables, external management contracts and goodwill. Property and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation of property and equipment is calculated using the straight-‐line method to allocate their cost, net of their residual values, over their expected useful lives of four to ten years. The residual values and useful lives of all assets are reviewed and adjusted, if appropriate, at least at each ﬁnancial year-‐end. Cost includes expenditures that are directly attributable to the acquisition and expenditures for replacing part of the property and equipment when that cost is incurred, if the recognition criteria are met. Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic beneﬁts associated with the item will ﬂow to the Trust and the cost of the item can be measured reliably. All other repairs and maintenance are charged to comprehensive income during the ﬁnancial period in which they are incurred. Other non-‐current assets are derecognized on disposal or when no future economic beneﬁts are expected from their use or disposal. Any gain or loss arising on derecognition of an asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the consolidated statements of comprehensive income in the year the asset is derecognized. Revenue recognition The Trust accounts for tenant leases as operating leases given that it has retained substantially all of the risks and beneﬁts of ownership of its investment properties. Revenues from investment properties include base rents, recoveries of operating expenses including property taxes, percentage participation rents, lease termination fees, parking income and incidental income. Revenue recognition under a lease commences when the tenant has a right to use the leased asset. The total amount of contractual rent to be received from operating leases is recognized on a straight-‐line basis over the term of the lease; a straight-‐line rent receivable, which is included in other non-‐current assets, is recorded for the difference between the rental revenue recognized and the contractual amount received. Recoveries from tenants are recognized as revenues in the period in which the corresponding costs are incurred and collectability reasonably assured. Percentage participation rents are recognized on an accrual basis once tenant sales revenues exceed contractual thresholds. Other revenues are recorded as earned. Business combinations The purchase method of accounting is used for acquisitions meeting the deﬁnition of a business. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition date fair values of the assets transferred by the acquirer, the liabilities incurred by the acquirer to former owners of the acquiree, and the equity interests issued by the acquirer. Identiﬁable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their acquisition date fair values irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Trust’s share of the identiﬁable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the Trust’s share of the net assets acquired, the difference is recognized directly in the proﬁt or loss for the year as an acquisition gain. Any transaction costs incurred with respect to the business combination are expensed in the period incurred. Goodwill Goodwill arises on the acquisition of businesses and represents the excess of the consideration transferred over and above the Trust’s interest in the fair value of the net identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-‐controlling interest in the acquiree. For the purpose of impairment testing, goodwill acquired in a business combination is allocated to each of the cash-‐generating units or groups of cash-‐generating units that are expected to benefit from the synergies of the combination. Each unit or group of units to which the goodwill is allocated represents the lowest level within the entity at which the goodwill is monitored for internal management purposes. Goodwill is monitored by the Trust at the geographical segment level. Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate a potential impairment. The carrying value of goodwill is compared to the recoverable amount, which is the higher of value-‐in-‐use and the fair value less costs to sell. Any impairment is recognized immediately as an expense and is not subsequently reversed. Dream Office REIT 2014 Annual Report | 88 External property management contracts External property management contracts assumed in a business combination are recorded on the consolidated balance sheets and arise when the Trust acquires less than 100% of an investment property, but manages the investment property and earns a property management fee from the co-‐owner. External property management contracts are in place as long as the property is co-‐owned by the Trust and are amortized on a straight-‐line basis into comprehensive income over ten years. Distributions Distributions to unitholders are recognized as a liability in the period in which the distributions are approved by the Board of Trustees and are recorded as a reduction of retained earnings. Income taxes Dream Office REIT is taxed as a mutual fund trust for Canadian income tax purposes. The Trust expects to distribute all of its taxable income to its unitholders, which enables it to deduct such distributions for income tax purposes. As the income tax obligations relating to the distributions are those of the individual unitholder, no provision for income taxes is required on such amounts. The Trust expects to continue to distribute its taxable income and to qualify as a real estate investment trust (“REIT”) for the foreseeable future. For U.S. subsidiaries, income taxes are accounted for using the asset and liability method. Under this method, deferred income taxes are recognized for the expected future tax consequences of temporary differences between the carrying value of balance sheet items and their corresponding tax values. Deferred income taxes are computed using substantively enacted income tax rates or laws for the years in which the temporary differences are expected to reverse or settle. Unit-‐based compensation plan As described in Note 15, the Trust has a Deferred Unit Incentive Plan (“DUIP”) that provides for the granting of deferred trust units and income deferred trust units to trustees, ofﬁcers, employees and afﬁliates and their service providers (including the asset manager). Unvested deferred trust units are recorded as a liability, and compensation expense is recognized over the vesting period at amortized cost based on the fair value of the units. Once vested, the liability is remeasured at each reporting date at amortized cost, based on the fair value of the corresponding REIT A Units, with changes in fair value recognized in comprehensive income as a fair value adjustment to financial instruments. Deferred trust units and income deferred units are only settled in REIT A Units. Cash and cash equivalents Cash and cash equivalents include all short-‐term investments with an original maturity of three months or less, and exclude cash subject to restrictions that prevent its use for current purposes. Excluded from cash and cash equivalents are amounts held for repayment of tenant security deposits, as required by various lending agreements. Deposits are included in other non-‐current assets. Dream Office REIT 2014 Annual Report | 89 Financial instruments Designation of financial instruments The following summarizes the Trust’s classification and measurement of financial assets and financial liabilities: Financial assets Promissory notes receivable Amounts receivable Restricted cash and deposits Cash and cash equivalents Financial liabilities Mortgages Term debt Debentures Subsidiary redeemable units Deposits Deferred Unit Incentive Plan Amounts payable and accrued liabilities Distributions payable Convertible debentures – host instrument Convertible debentures – conversion feature Interest rate swaps Classification Measurement Loans and receivables Loans and receivables Loans and receivables Loans and receivables Other liabilities Other liabilities Other liabilities Other liabilities Other liabilities Other liabilities Other liabilities Other liabilities Other liabilities Fair value through profit or loss Cash flow hedge Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Amortized cost Fair value Fair value Financial assets The Trust classifies its non-‐derivative financial assets with fixed or determinable payments that are not quoted in an active market as loans and receivables. All ﬁnancial assets are initially measured at fair value, less any related transaction costs, and are subsequently measured at amortized cost. Amounts receivable are initially measured at fair value and are subsequently measured at amortized cost less provision for impairment. A provision for impairment is established when there is objective evidence that collection will not be possible under the original terms of the contract. Indicators of impairment include payment delinquency and signiﬁcant ﬁnancial difﬁculty of the tenant. The carrying amount of the financial asset is reduced through an allowance account, and the amount of the loss is recognized in the consolidated statements of comprehensive income within investment properties operating expenses. Bad debt write-‐offs occur when the Trust determines collection is not possible. Any subsequent recoveries of amounts previously written off are credited against investment properties operating expenses in the consolidated statements of comprehensive income. Trade receivables that are less than three months past due are not considered impaired unless there is evidence collection is not possible. If in a subsequent period when the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognized, the previously recognized impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortized cost at the reversal date. Any subsequent reversal of an impairment loss is recognized in proﬁt or loss. Financial assets are derecognized only when the contractual rights to the cash ﬂows from the ﬁnancial asset expire or the Trust transfers substantially all risks and rewards of ownership. Financial liabilities The Trust classiﬁes its ﬁnancial liabilities on initial recognition as either fair value through proﬁt or loss or other liabilities measured at amortized cost. Financial liabilities are initially recognized at fair value less related transaction costs. Financial liabilities classiﬁed as other liabilities are measured at amortized cost using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the ﬁnancial liabilities are recognized in comprehensive income over the expected life of the debt. The Trust’s ﬁnancial liabilities that are classiﬁed as fair value through proﬁt or loss are initially recognized at fair value and are subsequently remeasured at fair value each reporting period, with changes in the fair value recognized in comprehensive income. Dream Office REIT 2014 Annual Report | 90 Mortgages, term debt and debentures are initially recognized at fair value less related transaction costs, or at fair value when assumed in a business or asset acquisition. Subsequent to initial recognition, mortgages and term debt are recognized at amortized cost. Borrowing costs that are directly attributable to investment properties under development are capitalized. On issuance, convertible debentures are separated into two ﬁnancial liability components: the host instrument and the conversion feature. This presentation is required because the conversion feature permits the holder to convert the debenture into REIT Units that, except for the available exemption under International Accounting Standard (“IAS”) 32, “Financial Instruments: Presentation” (“IAS 32”), would normally be presented as a financial liability because of the redemption feature attached to the REIT A Units. Both components are measured based on their respective estimated fair values at the date of issuance. The fair value of the host instrument is net of any related transaction costs. The fair value of the host instrument is estimated based on the present value of future interest and principal payments due under the terms of the debenture using a discount rate for similar debt instruments without a conversion feature. Subsequent to initial recognition, the host instrument is accounted for at amortized cost. The conversion feature is accounted for at fair value with changes in fair value recognized in comprehensive income each period. When the holder of a convertible debenture converts its interest into REIT A Units, the host instrument and conversion feature are reclassiﬁed to unitholders’ equity in proportion to the units converted over the total equivalent units outstanding. Deferred trust units and the subsidiary redeemable units are measured at amortized cost because they are settled in REIT A Units and REIT B Units, which in accordance with IAS 32 are considered liabilities. Consequently, the deferred units and subsidiary redeemable units are remeasured each reporting period based on the fair value of REIT Units, with changes in the liabilities recorded in comprehensive income. Distributions paid on subsidiary redeemable units are recorded as interest expense in comprehensive income. A ﬁnancial liability is derecognized when the obligation under the liability is discharged, cancelled or expired. Derivative ﬁnancial instruments and hedging activities Derivative financial instruments are initially recognized at fair value on the date a derivative contract is entered into and subsequently remeasured at fair value. The method of recognizing the resulting gain or loss depends on whether the derivative financial instrument is designated as a hedging instrument and, if so, the nature of the item being hedged. The Trust has designated its interest rate swaps as a hedge of the interest under the term loan facility. At the inception of the transaction, the Trust documents the relationship between hedging instruments and hedged items, as well as its risk management objectives and strategy for undertaking various hedging transactions. The Trust also documents, both at hedge inception and on an ongoing basis, its assessment of whether the derivatives used in hedging transactions are highly effective in offsetting changes in cash ﬂows of hedged items. The effective portion of changes in the fair value of derivatives that are designated and qualify as cash ﬂow hedges is recognized in other comprehensive income. The gain or loss relating to the ineffective portion is recognized immediately in the consolidated statements of comprehensive income. Amounts accumulated in equity are reclassiﬁed to other comprehensive income or loss in the periods when the hedged item affects proﬁt or loss. When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria for hedge accounting, any cumulative gains or losses existing in equity at that time are recognized in the consolidated statements of comprehensive income immediately. Dream Office REIT 2014 Annual Report | 91 Interest on debt Interest on debt includes coupon interest, amortization of premiums allocated to the conversion features of the convertible debentures, and amortization of ancillary costs incurred in connection with the arrangement of borrowings. Finance costs are amortized to interest expense unless they relate to a qualifying asset in which case they are capitalized. Equity The Trust presents REIT Units as equity, notwithstanding the fact that the Trust’s REIT Units meet the definition of a financial liability. Under IAS 32, the REIT Units are considered a puttable ﬁnancial instrument because of the holder’s option to redeem REIT Units, generally at any time, subject to certain restrictions, at a redemption price per unit equal to the lesser of 90% of a 20-‐day weighted average closing price prior to the redemption date or 100% of the closing market price on the redemption date. The total amount payable by Dream Office REIT in any calendar month will not exceed $50 unless waived by Dream Office REIT’s Board of Trustees at their sole discretion. The Trust has determined the REIT Units can be presented as equity and not ﬁnancial liabilities because the REIT Units have all of the following features, as deﬁned in IAS 32 (hereinafter referred to as the “puttable exemption”): • REIT Units entitle the holder to a pro rata share of the Trust’s net assets in the event of its liquidation. Net assets are those assets that remain after deducting all other claims on the assets. • REIT Units are the class of instruments that are subordinate to all other classes of instruments because they have no priority over other claims to the assets of the Trust on liquidation, and do not need to be converted into another instrument before they are in the class of instruments that is subordinate to all other classes of instruments. • All instruments in the class of instruments that is subordinate to all other classes of instruments have identical features. • Apart from the contractual obligation for the Trust to redeem the REIT Units for cash or another ﬁnancial asset, the REIT Units do not include any contractual obligation to deliver cash or another ﬁnancial asset to another entity, or to exchange ﬁnancial assets or ﬁnancial liabilities with another entity under conditions that are potentially unfavourable to the Trust, and it is not a contract that will or may be settled in the Trust’s own instruments. • The total expected cash ﬂows attributable to the REIT Units over their lives are based substantially on the proﬁt or loss, and the change in the recognized net assets and unrecognized net assets of the Trust over the life of the REIT Units. • REIT Units are initially recognized at the fair value of the consideration received by the Trust. Any transaction costs arising on the issuance of REIT Units are recognized directly in unitholders’ equity as a reduction of the proceeds received. Provisions Provisions for legal claims are recognized when the Trust has a present legal or constructive obligation as a result of past events; it is probable an outflow of resources will be required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognized for future operating losses. Where there are a number of similar obligations, the likelihood an outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small. Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a rate that reflects current market assessments of the time value of money and the risks specific to the obligation. The increase in the provision due to passage of time is recognized as interest expense. Assets held for sale Assets and liabilities (or disposal groups) are classified as held for sale when their carrying amount is to be recovered principally through a sale transaction and a sale is considered highly probable. Investment properties continue to be measured at fair value and the remainder of the disposal group is stated at the lower of the carrying amount and fair value less costs to sell. Foreign currencies The consolidated financial statements are presented in Canadian dollars, which is the functional currency of the Trust and the presentation currency for the consolidated financial statements. Dream Office REIT 2014 Annual Report | 92 Assets and liabilities related to properties held in a foreign entity with a functional currency other than the Canadian dollar are translated at the rate of exchange at the consolidated balance sheet dates. Revenues and expenses are translated at average rates for the period, unless exchange rates fluctuate significantly during the period in which case the exchange rates at the dates of the transactions are used. The resulting foreign currency translation adjustments are recognized in other comprehensive income. Note 4 CRITICAL ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS IN APPLYING ACCOUNTING POLICIES Preparing the consolidated ﬁnancial statements requires management to make judgments, estimates and assumptions that affect the amounts reported. Management bases its judgments and estimates on historical experience and other factors it believes to be reasonable under the circumstances, but which are inherently uncertain and unpredictable, the result of which forms the basis of the carrying amounts of assets and liabilities. However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the affected asset or liability in the future. Critical accounting judgments The following are the critical accounting judgments used in applying the Trust’s accounting policies that have the most signiﬁcant effect on the amounts in the consolidated ﬁnancial statements: Investment properties Critical judgments are made in respect of the fair values of investment properties and the investment properties held in equity accounted investments. The fair values of these investments are reviewed regularly by management with reference to independent property valuations and market conditions existing at the reporting date, using generally accepted market practices. The independent valuators are experienced, nationally recognized and qualiﬁed in the professional valuation of ofﬁce buildings in their respective geographic areas. Judgment is also applied in determining the extent and frequency of independent appraisals. At each annual reporting period, a select number of properties, determined on a rotational basis, will be valued by qualiﬁed valuation professionals. For properties not subject to independent appraisals, internal appraisals are prepared by management during each reporting period. The Trust makes judgments with respect to whether lease incentives provided in connection with a lease enhance the value of the leased space, which determines whether or not such amounts are treated as tenant improvements and added to investment properties. Lease incentives, such as cash, rent-‐free periods and lessee-‐ or lessor-‐owned improvements, may be provided to lessees to enter into an operating lease. Lease incentives that do not provide beneﬁts beyond the initial lease term are included in the carrying amount of investment properties and are amortized as a reduction of rental revenue on a straight-‐ line basis over the term of the lease. Judgment is also applied in determining whether certain costs are additions to the carrying amount of the investment property and, for properties under development, identifying the point at which practical completion of the property occurs and identifying the directly attributable borrowing costs to be included in the carrying amount of the development property. Business combinations Accounting for business combinations under IFRS 3, “Business Combinations” (“IFRS 3”), only applies if it is considered that a business has been acquired. Under IFRS 3, a business is deﬁned as an integrated set of activities and assets conducted and managed for the purpose of providing a return to investors or lower costs or other economic beneﬁts directly and proportionately to the Trust. A business generally consists of inputs, processes applied to those inputs, and resulting outputs that are, or will be, used to generate revenues. In the absence of such criteria, a group of assets is deemed to have been acquired. If goodwill is present in a transferred set of activities and assets, the transferred set is presumed to be a business. Judgment is used by management in determining whether the acquisition of an individual property qualiﬁes as a business combination in accordance with IFRS 3 or as an asset acquisition. Dream Office REIT 2014 Annual Report | 93 When determining whether the acquisition of an investment property or a portfolio of investment properties is a business combination or an asset acquisition, the Trust applies judgment when considering the following: • whether the investment property or properties are capable of producing outputs • whether the market participant could produce outputs if missing elements exist In particular, the Trust considers the following: • whether employees were assumed in the acquisition • whether an operating platform has been acquired Currently, when the Trust acquires properties or a portfolio of properties and not legal entities, does not take on or assume employees, or does not acquire an operating platform, it classifies the acquisition as an asset acquisition. Impairment The Trust assesses the possibility and amount of any impairment loss or write-‐down as it relates to the Investment in Dream Industrial REIT, amounts receivable, property and equipment, external management contracts, and goodwill. IAS 39, “Financial instruments: Recognition and measurement”, requires management to use judgment in determining if the Trust’s financial assets are impaired. In making this judgment, the Trust evaluates, among other factors, the duration and extent to which the fair value of the investment is less than its carrying amount; and the financial health of and short-‐term business outlook for the investee, including factors such as industry and sector performance, changes in technology, and operational and financing cash flow. IAS 36, “Impairment of Assets” (“IAS 36”), requires management to use judgment in determining the recoverable amount of assets and equity accounted investments that are tested for impairment, including goodwill and the investment in Dream Industrial REIT. Judgment is involved in estimating the fair value less cost to sell or value-‐in-‐use of the cash-‐generating units (“CGUs”) to which goodwill has been allocated, including estimates of growth rates, discount rates and terminal rates. Judgment is also involved in estimating the value-‐in-‐use of the investment in Dream Industrial REIT, including estimates of future cash flows, discount rates and terminal rates. The values assigned to these key assumptions reflect past experience and are consistent with external sources of information. The Trust’s goodwill balance is allocated to the office properties group of CGUs by geographical segment (herein referred to as the goodwill CGU). The recoverable amount of the Trust’s goodwill CGU is determined based on the value-‐in-‐use approach. For the purpose of this impairment test, the Trust uses cash flow projections forecasted out for a ten-‐year period, consistent with the internal financial budgets approved by management on a property-‐by-‐property basis. The key assumptions used in determining the value-‐in-‐use of the goodwill CGU are the estimated growth rate, discount rate and terminal rate. In arriving at the growth rate, the Trust considers past experience and inflation, as well as industry trends. The Trust utilizes weighted average cost of capital (“WACC”) to determine the discount rate and terminal rate. The WACC reflects specific risks that would be attributable to the Trust. As the Trust is not subject to taxation, no adjustment is required to adjust the WACC on a pre-‐tax basis. Estimates and assumptions The Trust makes estimates and assumptions that affect the carrying amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amount of earnings for the period. Actual results could differ from these estimates. The estimates and assumptions that are critical in determining the amounts reported in the consolidated ﬁnancial statements relate to the following: Valuation of investment properties Critical assumptions relating to the estimates of fair values of investment properties include the receipt of contractual rents, expected future market rents, renewal rates, maintenance requirements, discount rates that reﬂect current market uncertainties, capitalization rates, and current and recent property investment prices. If there is any change in these assumptions or regional, national or international economic conditions, the fair value of investment properties may change materially. Dream Office REIT 2014 Annual Report | 94 Valuation of ﬁnancial instruments The Trust makes estimates and assumptions relating to the fair value measurement of the subsidiary redeemable units, the deferred trust units, the convertible debenture conversion feature, interest rate swaps and the fair value disclosure of the convertible debentures, mortgages and term debt. The critical assumptions underlying the fair value measurements and disclosures include the market price of REIT Units, market interest rates for mortgages, term debt and unsecured debentures, and assessment of the effectiveness of hedging relationships. For certain ﬁnancial instruments, including cash and cash equivalents, promissory notes receivable, amounts receivable, amounts payable and accrued liabilities, deposits and distributions payable, the carrying amounts approximate fair values due to their immediate or short-‐term maturity. The fair values of mortgages, term debt and interest rate swaps are determined based on discounted cash ﬂows using discount rates that reﬂect current market conditions for instruments with similar terms and risks. The fair value of convertible debentures is determined by reference to quoted market prices from an active market. Note 5 CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES The Trust has adopted the following new and revised standards, along with any consequential amendments, effective January 1, 2014. These changes were made in accordance with the applicable transitional provisions. Consolidated financial statements Amendments to IFRS 10, “Consolidated Financial Statements”, IFRS 12, “Disclosure of Interests in Other Entities” (“IFRS 12”) and IAS 27, “Separate financial statements – Investment entities” (“IAS 27”): The amendments define an investment entity and introduce an exception to consolidating particular subsidiaries for investment entities. These investments require an investment entity to measure those subsidiaries at fair value through profit or loss, in accordance with IFRS 9, “Financial Instruments”, in its consolidated and separate financial statements. The amendments also introduce new disclosure requirements for investment entities in IFRS 12 and IAS 27. The Trust is not considered to be an investment entity and thus, the Trust adopted these amendments without impact to the consolidated financial statements or note disclosures effective January 1, 2014. Segment reporting A reportable operating segment is a distinguishable component of the Trust that is engaged either in providing related rental space or services (business segment) or in providing rental space or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other reportable segments. The Trust’s reportable operating segments include Western Canada, Calgary downtown, Calgary suburban, Toronto downtown, Toronto suburban, and Eastern Canada, which are based on internal reporting structure to management. Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-‐maker, determined to be the Chief Executive Officer (“CEO”) of the Trust. Prior to January 1, 2014, the Trust analyzed its operations as a single office portfolio. Beginning January 1, 2014, the CEO analyzed the portfolio based on the aforementioned geographical segments. The comparative amounts have been reclassified to conform to the current year’s presentation. Accounting for levies imposed by governments IFRIC 21, “Levies” (“IFRIC 21”), provides guidance on accounting for levies in accordance with IAS 37, “Provisions, Contingent Liabilities and Contingent Assets”. The interpretation defines a levy as an outflow from an entity imposed by a government in accordance with legislation and confirms that an entity recognizes a liability for a levy only when the triggering event specified in the legislation occurs. The Trust adopted this new interpretation effective January 1, 2014 and it was applied retrospectively. This new interpretation had no material impact on the amounts recognized in the Trust’s consolidated financial statements or note disclosures for the year ended December 31, 2014. Dream Office REIT 2014 Annual Report | 95 Accounting for internal leasing costs Prior to January 1, 2014, the Trust capitalized costs of certain internal leasing costs within initial direct leasing costs to investment properties. These costs would not have been incurred if no leasing activity had taken place and are reasonably and directly attributable to the leasing activity. On April 2, 2014, IFRIC issued an agenda decision indicating that certain internal leasing costs such as salary costs of permanent staff involved in negotiating and arranging new leases do not qualify as incremental costs in accordance with IAS 17, “Leases”. As a result, the Trust has adopted an accounting policy effective January 1, 2014 of recognizing certain internal leasing costs involved in negotiating and arranging new leases in the consolidated statements of comprehensive income as incurred. This accounting policy has been applied retrospectively. The impact for the years ended December 31, 2014 and December 31, 2013 is an increase to internal leasing costs expense included as part of net gains (losses) on transactions and other activities of $6,118 and $6,468, respectively, and a corresponding increase in fair value adjustments to investment properties of $6,118 and $6,468, respectively. This change did not impact the consolidated balance sheets. External direct leasing costs continue to be capitalized to initial direct leasing costs within investment properties. Note 6 FUTURE ACCOUNTING POLICY CHANGES Revenue recognition IFRS 15, “Revenue from Contracts with Customers” (“IFRS 15”), provides a comprehensive five-‐step revenue recognition model for all contracts with customers. The IFRS 15 revenue recognition model requires management to exercise significant judgment and make estimates that affect revenue recognition. IFRS 15 is effective for annual periods beginning on or after January 1, 2017, with earlier application permitted. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Financial instruments The final version of IFRS 9, “Financial Instruments” (“IFRS 9”), was issued by the IASB in July 2014 and will replace IAS 39, “Financial Instruments: Recognition and Measurement”. IFRS 9 introduces a model for classification and measurement, a single, forward-‐looking “expected loss” impairment model, and a substantially reformed approach to hedge accounting. The new single, principle-‐based approach for determining the classification of financial assets is driven by cash flow characteristics and the business model in which an asset is held. The new model also results in a single impairment model being applied to all financial instruments, which will require more timely recognition of expected credit losses. It also includes changes in respect of own credit risk in measuring liabilities elected to be measured at fair value, so that gains caused by the deterioration of an entity’s own credit risk on such liabilities are no longer recognized in profit or loss. IFRS 9 is effective for annual periods beginning on or after January 1, 2018; however, it is available for early adoption. In addition, the own credit changes can be early adopted in isolation without otherwise changing the accounting for financial instruments. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Presentation of financial statements IAS 1, “Presentation of Financial Statements” (“IAS 1”), was amended by the IASB to clarify guidance on materiality and aggregation, the presentation of subtotals, the structure of financial statements and disclosure of accounting policies. The amendment gives guidance that information within the consolidated balance sheets and statements of comprehensive income should not be aggregated or disaggregated in a manner that obscures useful information, and that disaggregation may be required in the statement of comprehensive income in the form of additional subtotals as they are relevant to understanding the entity’s financial position or performance. The amendments to IAS 1 are effective for periods beginning on or after January 1, 2016. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Dream Office REIT 2014 Annual Report | 96 Equity accounting for investments in associates and joint ventures IAS 28, “Investments in Associates and Joint Ventures” (“IAS 28”), was amended by the IASB to allow an entity which is not an investment entity, but has interest in an associate or joint venture which is an investment entity, a policy choice when applying the equity method of accounting. The entity may choose to retain the fair value measurement applied by the investment entity associate or joint venture, or to unwind the fair value measurement and instead perform a consolidation at the level of the investment entity associate or joint venture. The amendments to IAS 28 are effective for periods beginning on or after January 1, 2016. The Trust is currently evaluating the impact of adopting this standard on the consolidated financial statements. Note 7 PROPERTY ACQUISITIONS For the year ended December 31, 2014, there were no acquisitions completed. For the year ended December 31, 2013, the following acquisitions were completed: Property Broadmoor Plaza, Edmonton 887 Great Northern Way, Vancouver (Discovery Parks) 340–350 3rd Avenue North, Saskatoon (T&T Towers) and 14505–14555 Bannister Road, Calgary (Parke at Fish Creek) 20 Toronto Street and 137 Yonge Street, Toronto 212 King Street West, Toronto IBM Corporate Park, Calgary 4561 Parliament Avenue, Regina (Harbour Landing Business Park) 83 Yonge Street, Toronto Total (1) Includes transaction costs. Interest acquired Property type office (%) 100.0 $ Purchase price(1) 84,892 $ Fair value of mortgage assumed -‐ Date acquired March 15, 2013 Year ended December 31, 2013 office 100.0 68,068 31,405 April 8, 2013 office 100.0 62,610 145,983 38,730 124,377 office office office office office 100.0 100.0 66.7 100.0 100.0 $ -‐ -‐ -‐ -‐ April 12, 2013 April 30, 2013 May 24, 2013 August 13, 2013 15,517 8,481 548,658 $ -‐ -‐ 31,405 September 16, 2013 December 2, 2013 Dream Office REIT 2014 Annual Report | 97 Note 8 INVESTMENT PROPERTIES Balance at beginning of year Additions: Property acquisitions Transfer of interest from investment in joint ventures(1) Building improvements Lease incentives and initial direct leasing costs Total additions to investment properties Dispositions: Investment properties disposed of during the year Total dispositions of investment properties Gains and losses included in net income: Fair value adjustments to investment properties Amortization of lease incentives Total gains (losses) included in net income Gains and losses included in other comprehensive income: Foreign currency translation gain and other Note $ 7 26 Year ended December 31, 2013 5,477,560 2014 6,241,685 $ -‐ -‐ 29,979 47,414 77,393 (53,947) (53,947) (124,303) (9,893) (134,196) 548,658 61,823 31,023 37,442 678,946 -‐ -‐ 85,745 (6,471) 79,274 8,135 8,135 6,139,070 5,905 5,905 6,241,685 Total gains included in other comprehensive income Balance at end of year Change in unrealized gains (losses) included in net income for the year Change in fair value of investment properties (1) On August 13, 2013, the Trust acquired the remaining 66.7% interest in IBM Corporate Park in Calgary. Prior to August 13, 2013, the Trust held a 33.3% (123,064) 85,745 $ $ $ $ interest in the property through a partnership interest and accounted for it as a joint venture. Investment properties have been reduced by $33,382 (December 31, 2013 – $29,661) related to straight-‐line rent receivables, which have been reclassiﬁed to other non-‐current assets (see Note 11). Refer to Note 31 for disclosures surrounding fair value measurements over investment properties. The key valuation metrics for investment properties, including properties in joint ventures, and excluding assets related to assets held for sale, are set out below: Capitalization rate (“cap rate”) (%) Investment properties Investment in joint ventures Total portfolio December 31, 2014 Weighted December 31, 2013 Weighted Range 5.15–9.00 5.15–6.00 5.15–9.00 average 6.32 5.29 6.17 Range 5.25–9.00 5.15–6.00 5.15–9.00 average 6.34 5.29 6.19 Generally, an increase in stabilized net operating income (“NOI”) will result in an increase to the fair value of an investment property. An increase in the capitalization rate (“cap rate”) will result in a decrease to the fair value of an investment property. The cap rate magnifies the effect of a change in stabilized NOI, with a lower rate resulting in a greater impact to the fair value of an investment property than a higher rate. If the weighted average cap rate were to increase by 25 basis points (“bps”), the value of investment properties (excluding joint ventures and assets held for sale) would decrease by $241,762. If the cap rate were to decrease by 25 bps, the value of investment properties (excluding joint ventures and assets held for sale) would increase by $262,059. Investment properties, including investment in joint ventures and excluding assets held for sale, with an aggregate fair value of $2,475,687 for the year ended December 31, 2014 (for the year ended December 31, 2013 – $2,045,384), were valued by qualiﬁed external valuation professionals. Dream Office REIT 2014 Annual Report | 98 Investment properties, including investment in joint ventures and excluding assets held for sale, with a fair value of $5,768,109 as at December 31, 2014 (December 31, 2013 – $5,939,978), are pledged as security for the associated mortgages. Investment properties, including investment in joint ventures and excluding assets held for sale, pledged as security for demand revolving credit facilities and term loan facility, are as follows: Number of properties Fair value December 31, December 31, December 31, December 31, Ranking 2014 2013 2014 2013 Facilities Demand revolving credit facilities: Formula-‐based maximum not to exceed $171,500 Formula-‐based maximum not to exceed $27,690 Formula-‐based maximum not to first ranking first ranking exceed $35,000 second ranking Formula-‐based maximum not to exceed $35,000 Term loan facility Total first ranking second ranking first ranking 9 2 2 1 1 8 23 9 $ 256,258 $ 259,158 2 2 1 1 8 23 41,993 42,700 167,688 212,209 38,326 117,345 307,097 928,707 $ 36,400 114,100 308,050 972,617 $ Note 9 INVESTMENT IN DREAM INDUSTRIAL REIT Dream Industrial REIT, formerly known as Dundee Industrial REIT, is an unincorporated, open-‐ended real estate investment trust listed on the Toronto Stock Exchange under the symbol “DIR.UN.”. Dream Industrial REIT owns a portfolio of 216 primarily light industrial properties comprising approximately 17 million square feet of gross leasable area. On September 9, 2014, the Trust completed the sale of four investment properties to Dream Industrial REIT for a sale price of $33,000, net of mark-‐to-‐market adjustments on mortgages assumed by Dream Industrial REIT. The sale price was satisfied by receipt of 2,269,759 Class B limited partnership units of Dream Industrial LP (a subsidiary of Dream Industrial REIT) at $9.40 per unit, which are exchangeable for units of Dream Industrial REIT, offset by mortgages assumed on disposition. As part of other transactions entered into by Dream Industrial REIT during the years ended December 31, 2014 and December 31, 2013, Dream Industrial REIT issued additional units as partial consideration, which resulted in a net change to the Trust’s ownership to 24.2% and 22.9%, respectively. Balance as at beginning of year Units received on sale of properties to Dream Industrial REIT Units purchased through Distribution Reinvestment Plan Distributions received Share of net income from investment in Dream Industrial REIT Dilution gain (loss) Balance as at end of year Dream Industrial LP Class B limited partnership units held, end of year Ownership %, end of year $ $ Year ended December 31, 2014 166,317 21,336 -‐ (11,927) 16,225 (260) 191,691 18,551,855 24.2% $ $ 2013 160,976 -‐ 939 (11,295) 13,720 1,977 166,317 16,282,096 22.9% Dream Office REIT 2014 Annual Report | 99 At December 31, 2014, the fair value of the Trust’s interest in Dream Industrial REIT was $156,206 (December 31, 2013 – $144,096). External market conditions have caused a decline in the unit price of Dream Industrial REIT since the second quarter of 2013, resulting in the carrying value to be above the market value. Under IAS 39, “Financial Instruments”, a significant or prolonged decline in the fair value of an investment in an equity instrument above its cost is an indicator of impairment. As a result, the Trust performed an impairment test as at December 31, 2014, by comparing the recoverable amount of its investment in Dream Industrial REIT using the value-‐in-‐use approach to its carrying value. Based on the impairment test performed, the Trust concluded that no impairment existed as at December 31, 2014. The following amounts represent the Trust’s ownership interest in the assets, liabilities, revenues, expenses and cash flows of Dream Industrial REIT: At 100% At % ownership interest Non-‐current assets Current assets Total assets Non-‐current liabilities Current liabilities Total liabilities Net assets Add-‐back: Subsidiary redeemable units Investment in Dream Industrial REIT Net rental income Other revenue and expenses, fair value adjustments and other items Net income before the undernoted adjustments Add-‐back: Interest on subsidiary redeemable units Fair value adjustments to subsidiary redeemable units Share of net income from investment in Dream Industrial REIT Add (deduct): Dilution gain (loss) Share of net income and dilution gain (loss) from investment in Dream Industrial REIT 2014 1,723,693 19,017 1,742,710 947,970 166,089 1,114,059 628,651 $ $ $ $ $ $ $ $ December 31, 2013 1,581,282 8,523 1,589,805 883,795 135,194 1,018,989 570,816 At 100 % Year ended December 31, 2013 2014 98,927 112,764 $ (44,763) 68,001 $ (14,946) 83,981 $ $ $ $ $ $ $ $ $ $ 2014 399,025 4,402 403,427 339,496 28,446 367,942 35,485 156,206 191,691 $ $ $ $ $ December 31, 2013 367,869 1,982 369,851 316,179 31,451 347,630 22,221 144,096 166,317 At % ownership interest Year ended December 31, 2013 2014 23,809 26,104 $ (11,967) 14,137 $ 16,884 40,693 11,927 (9,839) 16,225 $ 11,295 (38,268) 13,720 (260) 1,977 $ 15,965 $ 15,697 Dream Office REIT 2014 Annual Report | 100 Note 10 JOINT ARRANGEMENTS The Trust participates in partnerships (“joint ventures”) with other parties that own investment properties and accounts for its interests using the equity method. On August 13, 2013, the Trust acquired the remaining two-‐thirds interest in IBM Corporate Park in Calgary for approximately $124,377 (including transaction costs). Prior to August 13, 2013, the Trust held a one-‐third interest in the property through a partnership interest and accounted for it as a joint venture. On June 26, 2013, the Trust acquired a two-‐thirds interest in 100 Yonge Street, an office building in downtown Toronto, for approximately $56,273 (including transaction costs). The Trust has entered into a joint venture with H&R REIT, the owner of the remaining one-‐third interest in this office building. The acquisition was funded by the assumption of a mortgage of $25,477 (at fair value) with the balance funded by cash. The investment properties that the joint ventures hold are consistent in terms of the class and type of properties held in the Trust’s portfolio. Property Scotia Plaza Other joint ventures: 100 Yonge Street Telus Tower Property Scotia Plaza Other joint ventures Total net assets Location Toronto, Ontario Toronto, Ontario Calgary, Alberta December 31, 2014 66.7 Ownership interest (%) December 31, 2013 66.7 66.7 50.0 66.7 50.0 Net assets at % ownership interest as at December 31, 2013 430,681 96,574 527,255 2014 448,906 104,235 553,141 $ $ $ $ Share of net income (loss) at % ownership interest for the year ended December 31, 2013 Property 57,441 Scotia Plaza Other joint ventures(1) 26,941 Share of net income from investment in joint ventures 84,382 (1) Other joint ventures consist of the share of net income (loss) from Capital Centre, Plaza 124, Riverbend Atrium and Stockman Centre, which were reclassified 2014 31,345 6,266 37,611 $ $ $ $ as assets held for sale as at December 31, 2013. Dream Office REIT 2014 Annual Report | 101 The following amounts represent 100% and the Trust’s ownership interest in the assets, liabilities, revenues, expenses and cash ﬂows in the equity accounted investments in which the Trust participates, excluding the interest in Dream Industrial REIT, which is disclosed separately in Note 9. Scotia Plaza At 100% Scotia Plaza At 66.7% December 31, December 31, Non-‐current assets Current assets Total assets Non-‐current liabilities Current liabilities Total liabilities Net assets 2014 1,316,805 14,150 1,330,955 599,255 58,341 657,596 673,359 $ $ $ $ 2013 1,308,542 5,306 1,313,848 612,603 55,221 667,824 646,024 $ $ $ $ Net rental income Other income and expenses, fair value adjustments, net gains (losses) on transactions and other activities Net income for the year $ $ Scotia Plaza At 100% Year ended December 31, 2013 2014 70,211 70,404 $ (23,387) 47,017 $ 15,950 86,161 2014 877,870 9,433 887,303 399,503 38,894 438,397 448,906 $ $ $ $ 2013 872,360 3,537 875,897 408,402 36,814 445,216 430,681 Scotia Plaza At 66.7% Year ended December 31, 2014 46,936 (15,591) 31,345 $ $ 2013 46,807 10,634 57,441 $ $ $ $ $ $ Scotia Plaza At 100% Year ended December 31, 2013 2014 Scotia Plaza At 66.7% Year ended December 31, 2014 2013 Cash flow generated from (utilized in): Operating activities Investing activities Financing activities Increase (decrease) in cash and cash equivalents $ $ 43,976 (710) (33,468) 9,798 $ $ 44,502 (1,310) (44,834) (1,642) $ $ 29,317 (473) (22,312) 6,532 $ $ 29,668 (873) (29,890) (1,095) Dream Office REIT 2014 Annual Report | 102 Non-‐current assets Current assets Total assets Non-‐current liabilities Current liabilities Total liabilities Net assets Other joint ventures At 100% Other joint ventures At proportionate share 2014 360,801 2,879 363,680 160,704 9,139 169,843 193,837 $ $ $ $ December 31, 2013 357,823 4,576 362,399 165,305 18,188 183,493 178,906 $ $ $ $ 2014 193,413 1,569 194,982 85,780 4,967 90,747 104,235 $ $ $ $ December 31, 2013 191,880 2,319 194,199 88,243 9,382 97,625 96,574 $ $ $ $ Other joint ventures(1) At 100% Other joint ventures(1) At proportionate share Net rental income Other income and expenses, fair value adjustments, net 12,356 gains (losses) on transactions and other activities Net income (loss) for the year 26,941 (1) Other joint ventures consist of the share of net income (loss) from Capital Centre, Plaza 124, Riverbend Atrium and Stockman Centre, which were reclassified (16,879) 9,815 (7,240) 6,266 35,812 69,553 $ $ $ $ $ $ $ $ Year ended December 31, 2014 26,694 2013 33,741 Year ended December 31, 2014 2013 14,585 13,506 as assets held for sale as at December 31, 2013. Cash flow generated from (utilized in): Operating activities Investing activities Financing activities $ Other joint ventures(1) At 100% Year ended December 31, 2013 2014 Other joint ventures(1) At proportionate share Year ended December 31, 2013 2014 $ 13,373 64,504 (80,419) (2,542) $ 17,887 (9,077) (14,127) (5,317) $ 8,279 14,442 (22,996) (275) 9,193 (4,268) (6,962) (2,037) Decrease in cash and cash equivalents $ (1) Other joint ventures consist of the share of cash flows generated from Capital Centre, Plaza 124, Riverbend Atrium and Stockman Centre, which were $ $ $ reclassified as assets held for sale as at December 31, 2013. Dream Office REIT 2014 Annual Report | 103 Co-‐owned investment properties The Trust’s interests in co-‐owned investment properties are accounted for based on the Trust’s share of interest in the assets, liabilities, revenues and expenses of the properties. Property 10199 -‐ 101st Street North West St. Albert Trail Centre 2810 Matheson Boulevard East 50 & 90 Burnhamthorpe Road (Sussex Centre) 300, 302 & 304 The East Mall (Valhalla Executive Centre) 680 Broadway Street (Tillsonburg Gateway Centre) 185–195 The West Mall 460 Two Nations Crossing 350–450 Lansdowne Street 275 Dundas Street West (London City Centre) 80 Whitehall Drive 6501–6523 Mississauga Road 6531–6559 Mississauga Road 2010 Winston Park Drive 219 Laurier Avenue West 55 Norfolk Street South 10 Lower Spadina Avenue 49 Ontario Street 401 & 405 The West Mall (Commerce West) 2261 Keating Cross Road 117 Kearney Lake Road Centre 70 Location Edmonton, Alberta Edmonton, Alberta Mississauga, Ontario Mississauga, Ontario Mississauga, Ontario Tillsonburg, Ontario Toronto, Ontario Fredericton, New Brunswick Kamloops, British Columbia London, Ontario Markham, Ontario Mississauga, Ontario Mississauga, Ontario Oakville, Ontario Ottawa, Ontario Simcoe, Ontario Toronto, Ontario Toronto, Ontario Toronto, Ontario Victoria, British Columbia Halifax, Nova Scotia Calgary, Alberta Ownership interest (%) December 31, December 31, 2014 50.0 -‐ 49.9 49.9 49.9 49.9 49.9 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 35.0 15.0 2013 50.0 50.0 49.9 49.9 49.9 49.9 49.9 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 40.0 35.0 15.0 The following amounts represent the Trust’s ownership interest in the assets, liabilities, revenues and expenses of the co-‐owned properties in which the Trust participates. Non-‐current assets Current assets Total assets Non-‐current liabilities Current liabilities Total liabilities Net assets Net rental income Other income and expenses, fair value adjustments, net gains (losses) on transactions and other activities Share of net income from investment in co-‐owned properties December 31, December 31, 2014 445,314 8,315 453,629 160,553 68,445 228,998 224,631 $ $ $ $ $ 2013 452,624 9,955 462,579 214,787 26,162 240,949 221,630 Year ended December 31, 2014 24,753 (12,652) 12,101 $ $ 2013 27,226 (18,823) 8,403 $ $ $ $ $ $ $ Dream Office REIT 2014 Annual Report | 104 Note 11 OTHER NON-‐CURRENT ASSETS Property and equipment, net of accumulated depreciation of $4,813 (December 31, 2013 – $3,135) Deposits Restricted cash Straight-‐line rent receivable External management contracts, net of accumulated amortization of $3,749 (December 31, 2013 – $2,457) Goodwill Total December 31, December 31, $ 2014 6,398 2,125 3,559 33,382 2013 6,709 2,919 2,617 29,661 9,253 52,086 106,803 $ 10,545 52,371 104,822 $ $ Deposits largely represent amounts provided by the Trust in connection with utility deposits. Restricted cash primarily represents tenant rent deposits and cash held as security for certain mortgages. The Trust leases various vehicles and machinery under non-‐cancellable ﬁnance lease agreements. The remaining term of these leases is for two years. External management contracts and goodwill As at January 1, 2013 Amortization of external management contracts As at December 31, 2013 Amortization of external management contracts Derecognition of goodwill due to investment properties disposed of during the year As at December 31, 2014 External management contracts 11,883 (1,338) 10,545 (1,292) -‐ 9,253 $ $ $ $ Goodwill 52,371 -‐ 52,371 -‐ (285) 52,086 The Trust performed its annual goodwill impairment test as at December 31, 2014 in accordance with the methodology set out in IAS 36, by comparing the recoverable amount of the goodwill CGU using the value-‐in-‐use approach to its carrying amount. The carrying amount of goodwill associated with each geographical segment was: Western Canada Calgary downtown Calgary suburban Toronto downtown Toronto suburban Eastern Canada Total goodwill $ $ 10,155 8,360 1,331 17,460 6,980 7,800 52,086 For the purpose of this impairment test, management has used its projected financial forecasts for a period of ten years. The key assumptions used included estimated growth rate and discount and terminal rates. The discount and terminal rates used in this impairment test ranged from 4.92% to 6.31% depending on the geographical region. The Trust performed a sensitivity analysis on each of the key assumptions, assuming a 100 bps unfavourable change for each of the individual assumptions while holding other assumptions constant, and determined that there will be no material impairment. Based on the impairment test performed, the Trust concluded that no goodwill impairment existed as at December 31, 2014. Dream Office REIT 2014 Annual Report | 105 Note 12 AMOUNTS RECEIVABLE Amounts receivable are net of credit adjustments aggregating $5,992 (December 31, 2013 – $11,450). Trade receivables Less: Provision for impairment of trade receivables Trade receivables, net Other amounts receivable Total December 31, December 31, Note 25 $ $ 2014 8,296 (2,419) 5,877 10,688 16,565 $ $ 2013 9,671 (2,113) 7,558 20,918 28,476 The movement in the provision for impairment of trade receivables during the year ended December 31 was as follows: Balance at beginning of year Provision for impairment of trade receivables Reversal of provision for previously impaired trade receivables Receivables written off during the period as uncollectible Balance at end of year Year ended December 31, 2014 2,113 1,812 (589) (917) 2,419 $ $ 2013 1,993 1,044 (231) (693) 2,113 $ $ The carrying value of amounts receivable approximates fair value due to their current nature. As at December 31, 2014, trade receivables of approximately $2,642 (December 31, 2013 – $3,205) were past due but not considered impaired as the Trust has ongoing relationships with these tenants and the aging of these trade receivables is not indicative of expected default. The Trust leases office properties to tenants under operating leases. Minimum rental commitments, including joint operations, on non-‐cancellable tenant operating leases over their remaining terms are as follows: No more than 1 year 1–5 years 5+ years December 31, 2014 332,653 $ 855,490 322,237 1,510,380 $ Dream Office REIT 2014 Annual Report | 106 Note 13 DEBT Mortgages(1)(2) Term debt Demand revolving credit facilities(2) Term loan facility(2) Convertible debentures Debentures Total Less: Current portion Non-‐current debt (1) Net of financing costs of $7,943 (December 31, 2013 – $8,079). (2) Secured by charges on specific investment properties (refer to Note 8). Demand revolving credit facilities December 31, December 31, 2014 2,380,708 533 -‐ 182,260 51,160 482,700 3,097,361 365,855 2,731,506 $ $ 2013 2,477,183 825 103,946 181,530 51,885 333,647 3,149,016 264,535 2,884,481 $ $ Secured investment properties Second-‐ First-‐ Face December 31, 2014 December 31, 2013 ranking ranking interest Amount Maturity date mortgages mortgages rate available Amount drawn Amount available Amount drawn Formula-‐based maximum not to exceed $171,500 Formula-‐based maximum not to exceed $27,690 Formula-‐based maximum not to exceed $35,000 Formula-‐based maximum March 5, 2016 April 30, 2015 April 30, 2015 not to exceed $35,000 April 30, 2015 9 2 -‐ 1 12 -‐ -‐ 3.75%(1) $ 171,500 $ -‐ $ 67,500 $ 104,000 3.85%(2) 27,247(3) 2 3.75%(1) 34,850(4) 1 3.75%(1) 3 3.76% 17,943(5) $ 251,540 $ -‐ -‐ -‐ -‐ 26,156(3) 32,819(4) -‐ -‐ 34,700(5) 161,175 $ -‐ 104,000 $ (1) In the form of rolling one-‐month bankersʼ acceptances (“BAs”) bearing interest at the BA rate plus 1.75% or at the bankʼs prime rate (3.0% as at December 31, 2014) plus 0.75%. (2) This facility matured on April 30, 2014 and was extended to April 30, 2015 in the form of rolling one-‐month BAs bearing interest at BA rate plus 1.85% or at the bankʼs prime rate plus 0.85%. (3) Formula-‐based amount available under this facility was $27,690 less $443 in the form of a letter of credit (“LOC”) as at December 31, 2014 and $27,690 less $1,534 (LOC) as at December 31, 2013. (4) Formula-‐based amount available under this facility was $35,000 less $150 in the form of LOC as at December 31, 2014 and $35,000 less $2,181 in the form of LOC as at December 31, 2013. (5) Formula-‐based amount available under this facility was $35,000 less $17,057 in the form of LOC as at December 31, 2014 and $35,000 less $300 (LOC) as at December 31, 2013. Dream Office REIT 2014 Annual Report | 107 Term loan facility On August 15, 2011, the Trust entered into a term loan facility for $188,000 in the form of rolling one-‐month BA rates. The term loan facility bears interest at BA rates plus 1.85% payable monthly. The term loan facility was originally secured by ﬁrst-‐ranking collateral mortgages on nine properties. On August 15, 2012, the Trust repaid $4,547 on the term loan facility as one of the properties securing the facility was sold. At December 31, 2013, $183,453 was outstanding on the term loan facility, secured by first-‐ranking collateral mortgages on eight properties. The term loan facility expires on August 15, 2016. On August 15, 2011, the Trust entered into interest rate swap agreements to modify the interest rate proﬁle of the current variable rate debt on the $188,000 term loan facility, without an exchange of the underlying principal amounts. On December 31, 2013, the notional amount of interest rate swap agreements hedged against the term loan facility was $183,453. The Trust has applied hedge accounting to this relationship, whereby the change in fair value of the effective portion of the hedging derivative is recognized in other comprehensive income. Settlement of both the ﬁxed and variable portions of the interest rate swaps occurs on a monthly basis. Convertible debentures 5.5% Series H Debentures Carrying value December 31, December 31, 2014 51,160 $ 2013 51,885 $ Original Face December 31, December 31, Outstanding principal amount 5.5% Series H Debentures December 9, 2011 March 31, 2017 $ 51,650 5.5% $ Date issued Maturity date principal issued interest rate 2014 50,628 $ 2013 51,128 5.5% Series H Debentures The 5.5% Series H Debentures are convertible at the request of the holder, subject to certain terms and conditions, into 27.25648 REIT A Units per one thousand dollars of face value, representing a conversion price of $36.69 per unit. The 5.5% Series H Debentures are redeemable at the principal amount at the Trust’s option, subject to certain terms and conditions, from March 31, 2015, and prior to March 31, 2016, provided the 20-‐day weighted average trading price of the Units is at least $45.87, and at their principal amount on and after March 31, 2016. Interest on the 5.5% Series H Debentures is payable semi-‐annually on March 31 and September 30. For the year ended December 31, 2014, $500 of 5.5% Series H Debentures were converted to REIT A Units. For the year ended December 31, 2013, no debentures were converted (see Note 19). Dream Office REIT 2014 Annual Report | 108 Debentures The principal amount outstanding and the carrying value for each series of debentures are as follows: Debentures Series A Debentures Series B Debentures Series C Debentures Series K Debentures Series L Debentures Date issued Maturity date principal issued interest rate principal value Original Face Outstanding Carrying Carrying value December 31, 2014 December 31, 2013 June 13, 2013 June 13, 2018 $ 175,000 3.42% $ 175,000 $ 173,900 $ 173,582 October 9, 2013 January 9, 2017 125,000 2.97%(1) 125,000 124,556 124,335 January 21, 2014 January 21, 2020 150,000 4.07% 150,000 148,813 -‐ April 26, 2011 April 26, 2016 35,000 5.95% 25,000 25,312 25,526 August 8, 2011 September 30, 2016 $ 10,000 495,000 5.95% $ 10,000 485,000 10,119 482,700 $ $ 10,204 333,647 (1) Variable interest rate at three-‐month Canadian Dealer Offered Rate (“CDOR”) plus 1.7%. Series A Debentures On June 13, 2013, the Trust completed the issuance of $175,000 aggregate principal amount of Series A senior unsecured debentures (“Series A Debentures”). The Series A Debentures bear interest at a coupon rate of 3.424% per annum with a maturity date of June 13, 2018. Interest on the Series A Debentures is payable semi-‐annually on June 13 and December 13, with the first payment commencing on December 13, 2013. Costs related to the issuance of the Series A Debentures totalled $1,590. The Trust has the option to redeem the Series A Debentures at a redemption price equal to the greater of Canada Yield Price and par plus any accrued and unpaid interest. The Canada Yield Price is defined as the amount that would return a yield on investment for the remaining term to maturity equal to the Canada bond rate with equal term to maturity plus a spread of 0.475%. Series B Debentures On October 9, 2013, the Trust completed the issuance of $125,000 aggregate principal amount of Series B floating senior unsecured debentures (“Series B Debentures”). The Series B Debentures bear interest at a three-‐month CDOR rate plus 1.7% per annum with a maturity date of January 9, 2017. Interest on the Series B Debentures is payable quarterly in arrears on January 9, April 9, July 9 and October 9, with the first payment commencing on January 9, 2014. Costs related to the issuance of the Series B Debentures totalled $720. Series C Debentures On January 21, 2014, the Trust completed the issuance of $150,000 aggregate principal amount of Series C senior unsecured debentures (“Series C Debentures”). The Series C Debentures bear interest at a rate of 4.074% with a maturity date of January 21, 2020. Interest on the Series C Debentures is payable semi-‐annually on January 21 and July 21, with the first payment commencing on July 21, 2014. Costs related to the issuance of the Series C Debentures totalled $1,400. The Trust has the option to redeem the Series C Debentures at a redemption price equal to the greater of Canada Yield Price and par plus any accrued and unpaid interest. The Canada Yield Price is defined as the amount that would return a yield on investment for the remaining term to maturity equal to the Canada bond rate with equal term to maturity plus a spread of 0.525%. Series K and Series L Debentures The Series K and Series L Debentures are redeemable at the Trust’s option, subject to certain terms and conditions. Interest is payable monthly. Dream Office REIT 2014 Annual Report | 109 The following tables provide a continuity of debt for the years ended December 31, 2014 and December 31, 2013: Year ended December 31, 2014 Mortgages Term debt Demand revolving credit facilities Term loan Convertible facility debentures Debentures $ $ $ $ $ 103,946 78,347 -‐ 825 -‐ (292) -‐ -‐ 2,477,183 231,707 (66,843) (245,154) (1,607) Balance as at January 1, 2014 Borrowings Principal repayments Lump sum repayments Financing costs additions Debt assumed by purchaser on disposal of investment properties Conversion to REIT A Units Foreign exchange adjustments Other adjustments(1) 51,160 $ Balance as at December 31, 2014 (1) Other adjustments include fair value adjustments, amortization of financing costs and amortization of fair value adjustments. -‐ -‐ -‐ 730 182,260 181,530 -‐ -‐ -‐ -‐ 51,885 -‐ -‐ -‐ -‐ -‐ 4,743 (2,274) -‐ -‐ -‐ -‐ 533 -‐ -‐ -‐ 54 -‐ -‐ (500) -‐ (225) (182,347) 2,380,708 (17,047) $ -‐ $ $ $ $ $ $ 333,647 150,000 -‐ -‐ (1,400) Total 3,149,016 460,054 (67,135) (427,501) (3,007) -‐ -‐ -‐ 453 482,700 $ (17,047) (500) 4,743 (1,262) 3,097,361 Year ended December 31, 2013 Demand revolving credit facilities $ 67,557 645,889 Term loan facility 180,837 $ -‐ -‐ -‐ -‐ Term debt 248 943 (366) -‐ -‐ Mortgages $ $ $ 2,441,663 251,049 (65,471) (178,702) (1,904) Balance as at January 1, 2013 Borrowings Principal repayments Lump sum repayments Financing costs additions Debt assumed on acquisition of investment properties Foreign exchange adjustments Other adjustments(1) 51,885 $ Balance as at December 31, 2013 (1) Other adjustments include fair value adjustments, amortization of financing costs and amortization of fair value adjustments. -‐ -‐ 693 181,530 $ 52,092 -‐ -‐ -‐ -‐ -‐ -‐ 345 103,946 -‐ (609,567) (278) 29,839 3,707 (2,998) -‐ -‐ -‐ 825 -‐ -‐ (207) 2,477,183 $ $ $ 36,029 300,000 -‐ -‐ (2,310) -‐ -‐ (72) $ 333,647 $ Convertible debentures Debentures $ $ Total 2,778,426 1,197,881 (65,837) (788,269) (4,492) 29,839 3,707 (2,239) 3,149,016 Dream Office REIT 2014 Annual Report | 110 Debt weighted average effective interest rates and maturities Fixed rate Mortgages Term debt Term loan facility(2) Convertible debentures Debentures Total fixed rate debt Variable rate Mortgages Demand revolving credit facilities Term loan facility(2) Series B Debentures Total variable rate debt Total debt Weighted average effective interest rates(1) December 31, December 31, Maturity December 31, December 31, Debt amount 2014 2013 dates 2014 2013 4.43% 5.47% 3.83% 3.80% 4.04% 4.34% 3.65% -‐ 3.83% 3.09% 3.43% 4.26% 4.53% 5.91% 3.83% 3.80% 3.89% 4.42% 3.64% 2.97% -‐ 3.09% 3.20% 4.30% $ 2015–2028 2016 2016 2017 2016–2020 2015–2018 2015–2016 2016 2017 $ 2,284,364 533 128,948 51,160 358,144 2,823,149 96,344 -‐ 53,312 124,556 274,212 3,097,361 $ $ 2,387,593 825 181,530 51,885 209,312 2,831,145 89,590 103,946 -‐ 124,335 317,871 3,149,016 (1) The effective interest rate method includes the impact of fair value adjustments on assumed debt and financing costs. (2) Under a hedging arrangement, the Trust has entered into two interest rate swap agreements to ﬁx the interest rate of the term loan facility: a ﬁve-‐year interest rate swap on a notional balance of $129,783, ﬁxing interest at a BA rate of 1.67% plus a spread of 185 bps; and a three-‐year interest rate swap on a notional balance of $53,670, fixing interest at a BA rate of 1.28% plus a spread of 185 bps. The effective interest rate on the term loan facility is 3.83% after accounting for ﬁnancing costs. On August 15, 2014, the three-‐year interest rate swap expired and was not subsequently renewed and effective August 16, 2014, the notional balance of $53,670 bears interest at one-‐month BA rate plus 185 bps. The following table summarizes the scheduled principal repayments and debt maturities: Term loan Convertible 2015 2016 2017 2018 2019 2020–2028 Financing costs Fair value adjustments $ $ Mortgages 365,558 339,436 307,069 218,446 91,267 1,057,552 2,379,328 (7,943) 9,323 $ 2,380,708 $ Term debt 297 236 -‐ -‐ -‐ -‐ 533 -‐ -‐ 533 $ facility -‐ 183,453 $ -‐ -‐ -‐ -‐ 183,453 (1,193) -‐ $ 182,260 $ debentures Debentures $ $ -‐ -‐ 50,628 -‐ -‐ -‐ 50,628 -‐ 532 51,160 $ -‐ 35,000 125,000 175,000 -‐ 150,000 485,000 (2,730) 430 482,700 $ Total 365,855 558,125 482,697 393,446 91,267 1,207,552 3,098,942 (11,866) 10,285 3,097,361 Dream Office REIT 2014 Annual Report | 111 Other ﬁnancial instruments The Trust has other financial instruments included as part of other non-‐current liabilities as follows (see Note 16): Fair value of interest rate swaps – liability Fair value of interest rate swaps – asset Conversion feature on the convertible debentures – asset Other financial instruments – net liability (asset) December 31, December 31, $ $ 2014 592 -‐ (760) (168) $ $ 2013 365 (29) (317) 19 The Trust’s interest rate swap agreements are subject to master netting agreements that create a legally enforceable right to offset, by the counterparty, the related interest rate swap financial assets and liabilities. Interest rate swaps The following table summarizes the details of the interest rate swaps that are outstanding at December 31, 2014: Transaction date August 15, 2011 Term loan facility principal amount (notional) 129,783 $ Fixed interest rate 3.52% Financial instrument Maturity date August 15, 2016 classification Cash flow hedge $ Fair value 592 For those interest rate swaps designated as cash flow hedges, the Trust has assessed that there is no ineffectiveness in the hedges of its interest rate exposure. The effectiveness of the hedging relationship is reviewed on a quarterly basis. As an effective hedge, unrealized gains or losses on the interest rate swap agreements are recognized in other comprehensive income. The associated unrealized gains or losses that are recognized in other comprehensive income will be reclassiﬁed into net income in the same period or periods during which the interest payments on the hedged item affect net income. On August 15, 2014, the three-‐year interest rate swap on the notional balance of $53,670 expired and was not subsequently renewed. As a result, the associated unrealized loss of $8 included in accumulated other comprehensive income was reclassiﬁed into net income during the year. At December 31, 2014, the fair value of the remaining interest rate swap amounted to a $592 ﬁnancial liability (December 31, 2013 – $336 financial liability). Conversion feature on the convertible debentures The movement in the conversion feature on the convertible debentures for the year is as follows: Balance at beginning of year Reduction of conversion feature on the convertible debentures converted during the year Remeasurement of conversion feature on convertible debentures Balance at end of year Note 22 $ $ Year ended December 31, 2014 (317) 7 (450) (760) $ $ 2013 1,397 -‐ (1,714) (317) Dream Office REIT 2014 Annual Report | 112 Note 14 SUBSIDIARY REDEEMABLE UNITS The Trust has the following subsidiary redeemable units outstanding: Balance at beginning of year Distribution Reinvestment Plan Subsidiary redeemable units surrendered Remeasurement of carrying value of subsidiary redeemable units Balance at end of year Note 22 Year ended December 31, 2014 Year ended December 31, 2013 Number of units issued Number of units issued and outstanding 3,538,457 -‐ (2,936,023) $ Amount 101,978 -‐ (85,350) and outstanding 3,528,658 9,799 -‐ $ Amount 132,078 361 -‐ -‐ 602,434 $ (1,477) 15,151 -‐ 3,538,457 $ (30,461) 101,978 During the year ended December 31, 2014, the Trust incurred $4,638 (December 31, 2013 – $7,897) in distributions on the subsidiary redeemable units, which is included as interest expense in comprehensive income (see Note 21). Dream Office LP, a subsidiary of Dream Office REIT, is authorized to issue an unlimited number of LP Class B limited partnership units. These units have been issued in two series: subsidiary redeemable units and LP Class B Units, Series 2. The subsidiary redeemable units, together with the accompanying Special Trust Units, have economic and voting rights equivalent in all material respects to REIT A Units. Generally, each subsidiary redeemable unit entitles the holder to a distribution equal to distributions declared on REIT Units, Series B, or if no such distribution is declared, on REIT Units, Series A. Subsidiary redeemable units may be surrendered or indirectly exchanged on a one-‐for-‐one basis at the option of the holder, generally at any time subject to certain restrictions, for REIT Units, Series B. Holders of the LP Class B Units, Series 2 are entitled to vote at meetings of the limited partners of Dream Office LP and each Unit entitles the holder to a distribution equal to distributions on the subsidiary redeemable units. As at December 31, 2014 and December 31, 2013, all issued and outstanding LP Class B Units, Series 2 are owned indirectly by the Trust and have been eliminated in the consolidated balance sheets. On July 23, 2014, one of the holders surrendered 2,936,023 subsidiary redeemable units and received 2,936,023 REIT B Units. On July 24, 2014, such REIT B Units were converted by the holder into 2,936,023 REIT A Units. The exchanges were valued based on the carrying amount of the subsidiary redeemable units, the day prior to the exchange to REIT B Units. Special Trust Units are issued in connection with subsidiary redeemable units. The Special Trust Units are not transferable separately from the subsidiary redeemable units to which they relate and will be automatically redeemed for a nominal amount and cancelled on surrender or exchange of such subsidiary redeemable units. Each Special Trust Unit entitles the holder to the number of votes at any meeting of unitholders that is equal to the number of REIT B Units that may be obtained on the surrender or exchange of the subsidiary redeemable units to which they relate. As at December 31, 2014, 602,434 Special Trust Units were issued and outstanding (December 31, 2013 – 3,538,457). Dream Office REIT 2014 Annual Report | 113 Note 15 DEFERRED UNIT INCENTIVE PLAN The Deferred Unit Incentive Plan (“DUIP”) provides for the grant of deferred trust units to trustees, officers and employees as well as affiliates and their service providers, including the asset manager. Deferred trust units are granted at the discretion of the trustees and earn income deferred trust units based on the payment of distributions. Once granted, each deferred trust unit and the related distribution of income deferred trust units vest evenly over a three-‐ or five-‐year period on the anniversary date of the grant. Subject to an election option available for certain participants to postpone receipt of REIT A Units, such units will be issued immediately on vesting. As at December 31, 2014, up to a maximum of 1.75 million (December 31, 2013 – 1.75 million) deferred trust units are issuable under the DUIP. The movement in the DUIP balance was as follows: As at January 1, 2013 Compensation expense REIT A Units issued for vested deferred trust units Remeasurements of carrying value of deferred trust units As at December 31, 2013 Compensation expense REIT A Units issued for vested deferred trust units Remeasurements of carrying value of deferred trust units As at December 31, 2014 Note 22 22 $ $ 18,754 4,087 (1,641) (2,665) 18,535 3,707 (4,338) (822) 17,082 During the year ended December 31, 2014, $3,707 of compensation expense was recorded (December 31, 2013 – $4,087) and included in general and administrative expenses. For the same period, a fair value gain of $822 (December 31, 2013 – fair value gain of $2,665) was recognized, representing the remeasurement of the DUIP liability during the period. Outstanding and payable as at January 1, 2013 Granted Income deferred units REIT A Units issued Fractional Units paid in cash Cancelled Outstanding and payable as at December 31, 2013 Granted Income deferred units REIT A Units issued Fractional Units paid in cash Cancelled Outstanding and payable as at December 31, 2014 Vested but not issued as at December 31, 2014 Total units 619,825 143,159 49,878 (44,970) (26) (1,828) 766,038 122,386 62,726 (157,608) (66) (2,177) 791,299 378,931 On May 8, 2014, 33,086 deferred trust units were granted to trustees who elected to receive their 2014 annual retainer in the form of deferred trust units rather than cash. The grant date value of these deferred trust units was $28.96 per unit granted. On February 27, 2014, 89,300 deferred trust units were granted to trustees, officers and employees as well as affiliates and their service providers, including the asset manager. Of the units granted, 31,500 relate to key management personnel. The grant date value of these deferred trust units was $29.36 per unit granted. On May 8, 2013, 11,859 deferred trust units were granted to trustees who elected to receive their 2013 annual retainer in the form of deferred trust units rather than cash. The grant date value of these deferred trust units was $36.68 per unit granted. Dream Office REIT 2014 Annual Report | 114 On February 20, 2013, 131,300 deferred trust units were granted to trustees, officers and employees as well as affiliates and their service providers, including the asset manager. Of the units granted, 32,000 relate to key management personnel. The grant date value of these deferred trust units was $37.54 per unit granted. Note 16 OTHER NON-‐CURRENT LIABILITIES Tenant security deposits Other financial instruments – liabilities (assets), net Total Note 17 AMOUNTS PAYABLE AND ACCRUED LIABILITIES Trade payables Accrued liabilities and other payables Accrued interest Rent received in advance Distributions payable Total Note 13 Note 25 25 $ $ $ $ December 31, December 31, 2014 19,103 (168) 18,935 $ $ 2013 18,848 19 18,867 December 31, December 31, 2014 3,013 49,972 12,654 11,490 20,393 97,522 $ $ 2013 10,215 51,684 11,565 15,285 19,493 108,242 Note 18 DISTRIBUTIONS Dream Office REIT’s Declaration of Trust endeavours to maintain monthly distribution payments to unitholders payable on or about the 15th day of the following month. The Trust determines the distribution rate by, among other considerations, its assessment of cash flow as determined using adjusted cash flows from operating activities, which includes cash flows from operating activities of our investments in joint ventures that are equity accounted and excludes the fluctuations in non-‐cash working capital, transaction costs on business combinations and investment in lease incentives and initial direct leasing costs. Adjusted cash flows from operating activities is not a measure deﬁned by IFRS and therefore may not be comparable to similar measures presented by other real estate investment trusts. The distribution rate is determined by the trustees, at their sole discretion, based on what they consider appropriate given the circumstances of the Trust. Distributions may be adjusted for amounts paid in prior periods if the actual adjusted cash flows from operating activities for those prior periods is greater or less than the estimates used for those prior periods. In addition, the trustees may declare distributions out of the income, net realized capital gains, net recapture income and capital of the Trust, to the extent such amounts have not already been paid, allocated or distributed. Dream Office REIT 2014 Annual Report | 115 The following table summarizes distribution payments for the year ended December 31: Paid in cash Paid by way of reinvestment in REIT A Units Less: Payable at December 31, 2013 (December 31, 2012) Plus: Payable at December 31, 2014 (December 31, 2013) Total 2014 175,912 63,248 (19,493) 20,393 240,060 $ $ $ $ Total 2013 180,444 47,899 (18,056) 19,493 229,780 On December 17, 2014, the Trust announced a cash distribution of $0.18666 per REIT A Unit for the month of December 2014. The amount payable at December 31, 2014 was satisfied on January 15, 2015 by $14,256 in cash and $5,891 in connection with the issuance of 228,186 REIT A Units. On January 20, 2015, the Trust announced a cash distribution of $0.18666 per REIT A Unit for the month of January 2015. The January 2015 distribution was satisfied on February 15, 2015 by $13,494 in cash and $6,597 in connection with the issuance of 252,044 REIT A Units. On February 18, 2015, the Trust announced a cash distribution of $0.18666 per REIT A Unit for the month of February 2015. The February 2015 distribution will be payable on March 16, 2015 to unitholders on record at February 27, 2015. During 2014, the Trust declared monthly distributions of $0.18666 per unit, or $2.24 per unit for the year ended December 31, 2014. During 2013, the Trust declared monthly distributions of $0.183 per unit up to March 31, 2013 and $0.18666 per unit thereafter, or $2.229 per unit for the year ended December 31, 2013. Note 19 EQUITY REIT A Units Retained earnings Accumulated other comprehensive income Total December 31, 2014 December 31, 2013 Number of REIT A Units 107,936,575 $ -‐ -‐ 107,936,575 $ Amount 3,171,794 601,495 4,228 3,777,517 Number of REIT A Units 103,420,221 $ -‐ -‐ 103,420,221 $ Amount 3,039,189 682,265 1,684 3,723,138 Dream Office REIT Units Dream Office REIT is authorized to issue an unlimited number of REIT Units and an unlimited number of Special Trust Units. The REIT Units are divided into and issuable in two series: REIT Units, Series A and REIT Units, Series B. The Special Trust Units may only be issued to holders of subsidiary redeemable units. REIT Units, Series A and REIT Units, Series B represent an undivided beneﬁcial interest in Dream Office REIT and in distributions made by Dream Office REIT. No REIT Unit, Series A or REIT Unit, Series B has preference or priority over any other. Each REIT Unit, Series A and REIT Unit, Series B entitles the holder to one vote at all meetings of unitholders. Public offering of REIT A Units On May 1, 2013, the Trust completed a public offering of 6,353,750 REIT A Units, including an over-‐allotment option, at a price of $36.20 per unit, for gross proceeds of $230,006. Costs related to the offering totalled $9,700 and were charged directly to unitholders’ equity. Dream Office REIT 2014 Annual Report | 116 Distribution Reinvestment and Unit Purchase Plan The Distribution Reinvestment and Unit Purchase Plan (“DRIP”) allows holders of REIT A Units or subsidiary redeemable units, other than unitholders who are resident of or present in the U.S., to elect to have all cash distributions from Dream Office REIT reinvested in additional units. Unitholders who participate in the DRIP receive an additional distribution of units equal to 4% of each cash distribution that was reinvested. The price per unit is calculated by reference to a ﬁve-‐day weighted average closing price of the REIT A Units on the Toronto Stock Exchange (“TSX”) preceding the relevant distribution date, which typically is on or about the 15th day of the month following the declaration. For the year ended December 31, 2014, 2,236,530 REIT A Units were issued under the DRIP for $63,248 (December 31, 2013 – 1,509,148 REIT A Units for $47,899). The Unit Purchase Plan feature of the DRIP facilitates the purchase of additional REIT A Units by existing unitholders. Participation in the Unit Purchase Plan is optional and subject to certain limitations on the maximum number of additional REIT A Units that may be acquired. The price per unit is calculated in the same manner as the DRIP. No commission, service charges or brokerage fees are payable by participants in connection with either the reinvestment or purchase features of the DRIP. For the year ended December 31, 2014, 4,765 REIT A Units were issued under the Unit Purchase Plan for $135 (December 31, 2013 – 12,212 REIT A Units for $429). Debenture conversions For the year ended December 31, 2014, $500 of 5.5% Series H Debentures were converted for 13,628 REIT A Units. For the year ended December 31, 2013, no debentures were converted. Exchange of REIT B Units for REIT A Units On July 24, 2014, 2,936,023 REIT B Units were exchanged for 2,936,023 REIT A Units totalling $85,350. The exchange was valued based on the carrying amount of the subsidiary redeemable units, the day prior to the exchange to REIT B Units. Normal course issuer bid The Trust renewed its normal course issuer bid, which commenced on June 20, 2014 and will remain in effect until the earlier of June 19, 2015 or the date on which the Trust has purchased the maximum number of REIT A Units permitted under the bid. Under the bid, the Trust has the ability to purchase for cancellation up to a maximum of 10,298,296 REIT A Units (representing 10% of the Trust’s public float of 102,982,963 REIT A Units at the time of entering the bid through the facilities of the TSX). For the year ended December 31, 2014, 832,200 REIT A Units had been purchased and subsequently cancelled under the bid for a total cost of $20,924 (December 31, 2013 – 2,134,800 REIT A Units cancelled for $60,665). Subsequent to year-‐end, the Trust purchased an additional 835,000 REIT A Units under the normal course issuer bid for cancellation for a total cost of $22,348. Short form base shelf prospectus On November 26, 2012, the Trust issued a short form base shelf prospectus, which is valid for a 25-‐month period, during which time the Trust may offer and issue, from time to time, units and debt securities convertible into or exchangeable for units of the Trust, or any combination thereof, with an aggregate offering price of up to $2,000,000. The short form base shelf prospectus expired on December 26, 2014, and has not yet been renewed. For the year ended December 31, 2014, the Trust completed the issuance of $150,000 aggregate principal amount of senior unsecured debentures (December 31, 2013 – $300,000) under the short form base shelf prospectus. Dream Office REIT 2014 Annual Report | 117 Note 20 ASSETS HELD FOR SALE AND DISPOSITIONS Assets held for sale As at December 31, 2014, the Trust held an investment in a joint venture totalling $2,968 (December 31, 2013 – $15,921) as assets held for sale. The Trust’s share of the joint venture’s assets and liabilities were $2,990 and $22, respectively (December 31, 2013 – $21,619 and $5,698, respectively). At December 31, 2014, management had committed to a plan of sale of the underlying properties, and therefore the investment in the joint ventures has been reclassified as assets held for sale. During the year, the Trust disposed of its investment in certain joint ventures totalling $12,597. The Trust’s share of the disposed joint venture assets and liabilities were $18,179 and $5,582, respectively. As a result of the sale, the Trust recognized a net loss of $738. Dispositions For the year ended December 31, 2014, the following dispositions were completed: Property 9705 Horton Road, Calgary 26229 Township Road 531, Edmonton(4) 11404 Winterburn Road NW, Edmonton(4) 16134 -‐ 114th Avenue NW, Edmonton(4) 16104 -‐ 114th Avenue NW, Edmonton(4) St. Albert Trail Centre, Edmonton Total (1) Gross proceeds before transaction costs. Property type office flex flex flex flex office Disposed GLA (sq. ft.) 55,363 89,165 81,917 48,353 28,759 48,402 351,959 Gross (1) proceeds Mortgages discharged Loss (2) on sale $ $ 9,150 12,084 10,489 3,938 6,281 12,075 54,017 $ $ 5,919(3) $ 5,529(3) 5,599(3) 2,651 2,030 6,389 28,117 $ (173) (68) (24) (44) (5) (424) (738) Date disposed June 12, 2014 September 9, 2014 September 9, 2014 September 9, 2014 September 9, 2014 September 15, 2014 (2) Loss on sale includes the write-‐off of financing costs and fair value adjustments associated with the debt discharged, transaction costs and the write-‐off of goodwill associated with the cash-‐generating unit. (3) Mortgages assumed by purchasers on disposal of investment properties. (4) These investment properties were sold to Dream Industrial REIT (refer to Note 9 and Note 25). For the year ended December 31, 2013, the following dispositions were completed: Property 625 University Park Drive, Regina 2640, 2510–2550 Quance Street, Regina Total (1) Gross proceeds before transaction costs. Property Disposed GLA type office office (sq. ft.) 17,145 69,554 86,699 $ $ Gross proceeds(1) 5,182 16,300 21,482 $ $ Mortgages discharged -‐ 8,767 8,767 $ $ Loss on sale(2) (68) (215) (283) Date disposed January 31, 2013 January 31, 2013 (2) Loss on sale includes the write-‐off of financing costs and fair value adjustments associated with the debt discharged, transaction costs and the write-‐off of goodwill associated with the cash-‐generating unit. Dream Office REIT 2014 Annual Report | 118 Note 21 INTEREST Interest on debt Interest on debt incurred and charged to comprehensive income is recorded as follows: Interest expense incurred, at contractual and hedged rate of debt Amortization of financing costs Amortization of fair value adjustments on assumed debt Interest expense Add (deduct): Amortization of financing costs Amortization of fair value adjustments on assumed debt Change in accrued interest Cash interest paid Year ended December 31, 2014 136,528 $ 3,178 (4,754) 134,952 (3,178) 4,754 (1,736) 134,792 $ 2013 133,768 3,034 (6,633) 130,169 (3,034) 6,633 (580) 133,188 $ $ Certain debts assumed in connection with acquisitions have been adjusted to fair value using the estimated market interest rate at the time of the acquisition (“fair value adjustments”). Fair value adjustments are amortized to interest expense over the expected life of the debt using the effective interest rate method. Non-‐cash adjustments to interest expense are recorded as a change in non-‐cash working capital in the consolidated statements of cash flows. Interest on subsidiary redeemable units Interest payments charged to comprehensive income are recorded as follows: Paid in cash Paid by way of reinvestment in subsidiary redeemable units Less: Interest payable at December 31, 2013 (December 31, 2012) Plus: Interest payable at December 31, 2014 (December 31, 2013) Total Note 22 FAIR VALUE ADJUSTMENTS TO FINANCIAL INSTRUMENTS Remeasurement of conversion feature on convertible debentures Remeasurement of carrying value of subsidiary redeemable units Remeasurement of carrying value of deferred trust units Year ended December 31, 2014 5,186 $ -‐ (660) 112 4,638 $ 2013 7,524 361 (648) 660 7,897 $ $ Note 13 14 15 $ $ Year ended December 31, 2014 450 1,477 822 2,749 $ $ 2013 1,714 30,461 2,665 34,840 Dream Office REIT 2014 Annual Report | 119 Note 23 INCOME TAXES The Trust is subject to taxation in the U.S. on the taxable income earned by its investment properties located in the U.S. at a rate of approximately 38.46% (December 31, 2013 – 38.46%). A deferred tax asset arises from the loss carry-‐forwards of the U.S. subsidiaries. A deferred tax liability arises from the temporary differences between the carrying value and the tax basis of the net assets of the U.S. subsidiaries. The tax effects of temporary differences arise from investment properties. The loss carry-‐ forwards and the tax effects of temporary differences that give rise to the recognition of deferred tax assets and liabilities are presented below: Deferred tax assets Deferred financing costs Financial instruments Loss carry-‐forwards Deferred tax liabilities Investment properties Deferred tax liabilities, net December 31, December 31, 2014 2013 $ $ $ 327 1,350 915 2,592 -‐ -‐ 1,484 1,484 (8,775) (6,183) $ (6,651) (5,167) A reconciliation between the expected income taxes based upon the 2014 and 2013 statutory rates and the income tax expense recognized during the years ended December 31, 2014 and December 31, 2013 are as follows: Income taxes computed at the statutory rate of nil that is applicable to the Trust Deferred income tax expense on U.S. properties December 31, December 31, $ $ 2014 -‐ 638 638 $ $ 2013 -‐ 344 344 As part of the deferred tax balance, $378 is a result of foreign exchange differences for the U.S. properties. This amount is included as part of other comprehensive income under unrealized foreign currency translation gain. Note 24 SEGMENTED INFORMATION For the year ended December 31, 2014, the Trust’s reportable operating segments of its investment properties and results of operations were segmented into geographic segments, namely Western Canada, Calgary downtown, Calgary suburban, Toronto downtown, Toronto suburban and Eastern Canada. Corporate amounts, lease termination fees, bad debt expense, straight-‐line rent and amortization of lease incentives, and revenue and expenses related to properties held for redevelopment, properties acquired after January 1, 2013 and assets held for sale, were included in “Other” for segment disclosure. The Trust did not allocate interest expense to these segments since leverage is viewed as a corporate function. The decision as to where to incur the debt is largely based on minimizing the cost of debt and is not speciﬁcally related to the segments. Similarly, other income, other expenses, fair value adjustments, net gains (losses) on transactions and other activities, and deferred income taxes were not allocated to the segments. Dream Office REIT 2014 Annual Report | 120 For the year ended December 31, 2014, the segments include the Trust’s proportionate share of its joint ventures. The column entitled “Reconciliation” adjusts the segmented results to account for these joint ventures using the equity method of accounting as applied in these consolidated ﬁnancial statements. Year ended December 31, 2014 Operations Investment properties Western Canada Calgary downtown Calgary suburban Toronto downtown Toronto suburban Eastern Canada Segment total(1) Other(2) Reconciliation(1) Total revenue $ 136,448 $ 113,869 $ 19,057 $ 226,365 $ 114,293 $ 142,126 $ 752,158 $ 65,837 $ (112,716) $ 705,279 Investment properties operating expenses (52,641) (44,938) (8,774) (105,857) (50,969) (65,042) (328,221) (27,824) 52,274 (303,771) Net rental income (segment income) 83,807 68,931 10,283 120,508 63,324 77,084 423,937 38,013 (60,442) 401,508 Other income Other expenses Fair value adjustments, net gains (losses) on transactions and other activities Income before income -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 19,199 (184,681) 37,576 56,775 17,728 (166,953) -‐ (136,540) 5,138 (131,402) taxes 83,807 68,931 10,283 120,508 63,324 77,084 423,937 (264,009) Deferred income taxes -‐ -‐ -‐ -‐ -‐ -‐ -‐ (638) Net income for the year $ 83,807 $ 68,931 $ 10,283 $ 120,508 $ 63,324 $ 77,084 $ 423,937 $ (264,647) $ -‐ -‐ 159,928 (638) -‐ $ 159,290 Year ended December 31, 2014 Western Canada Calgary downtown Calgary suburban Toronto downtown Toronto suburban Eastern Canada Segment total(1) Other(3) Reconciliation(1)(4) Total Capital expenditures(5) Investment properties $ $ 13,189 $ 17,685 $ 2,132 $ 17,074 $ 14,492 $ 17,473 $ 82,045 $ 1,155 $ (5,807) $ 77,393 1,395,943 $ 1,162,981 $ 183,969 $ 2,409,667 $ 962,942 $ 1,076,344 $ 7,191,846 $ 12,750 $ (1,065,526) $ 6,139,070 (1) Includes the Trustʼs proportionate share of its joint ventures, accounted for using the equity method of accounting. (2) Includes corporate amounts, lease termination fees, bad debt expense, straight-‐line rent and amortization of lease incentives, and revenue and expenses related to properties held for redevelopment, properties acquired after January 1, 2013 and assets held for sale. (3) Includes properties held for redevelopment, assets held for sale and sold properties. (4) Includes assets held for sale. (5) Includes building improvements and initial direct leasing costs and lease incentives. Dream Office REIT 2014 Annual Report | 121 Year ended December 31, 2013 Operations Investment properties Western Canada Calgary downtown Calgary suburban Toronto downtown Toronto suburban Eastern Canada Segment total(1) Other(2) Reconciliation(1) Total revenue $ 135,975 $ 111,127 $ 19,471 $ 225,778 $ 117,284 $ 140,848 $ 750,483 $ 50,048 $ (113,359) $ 687,172 Investment properties operating expenses (53,960) (42,693) (9,074) (107,379) (51,418) (64,217) (328,741) (18,902) 51,971 (295,672) Net rental income (segment income) 82,015 68,434 10,397 118,399 65,866 76,631 421,742 Other income Other expenses Fair value adjustments, net gains (losses) on transactions and other activities Income before income -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ -‐ 31,146 20,387 (61,388) 391,500 84,327 104,714 (182,858) 18,406 (164,452) -‐ -‐ -‐ 154,938 (41,345) 113,593 taxes 82,015 68,434 10,397 118,399 65,866 76,631 421,742 23,613 Deferred income taxes -‐ -‐ -‐ -‐ -‐ -‐ -‐ (344) Net income for the year $ 82,015 $ 68,434 $ 10,397 $ 118,399 $ 65,866 $ 76,631 $ 421,742 $ 23,269 $ -‐ -‐ 445,355 (344) -‐ $ 445,011 Year ended December 31, 2013 Capital expenditures(5) Western Canada Calgary downtown Calgary suburban Toronto downtown Toronto suburban Eastern Canada Segment total(1) Other(3) Reconciliation(1)(4) Total $ 9,001 $ 21,231 $ 752 $ 19,519 $ 14,611 $ 8,676 $ 73,790 $ 1,735 $ (7,060) $ 68,465 Investment properties $ 1,445,127 $ 1,203,684 $ 183,927 $ 2,365,230 $ 967,882 $ 1,072,085 $ 7,237,935 $ 85,667 $ (1,081,917) $ 6,241,685 (1) Includes the Trustʼs proportionate share of its joint ventures, accounted for using the equity method of accounting. (2) Includes corporate amounts, lease termination fees, bad debt expense, straight-‐line rent and amortization of lease incentives, and revenue and expenses related to properties held for redevelopment, properties acquired after January 1, 2013 and assets held for sale. (3) Includes properties held for redevelopment, assets held for sale and sold properties. (4) Includes assets held for sale. (5) Includes building improvements and initial direct leasing costs and lease incentives. Note 25 RELATED PARTY TRANSACTIONS AND ARRANGEMENTS From time to time, Dream Office REIT and its subsidiaries enter into transactions with related parties that are conducted under normal commercial terms. Dream Office REIT, Dream Office Management LP, formerly known as Dundee Management Limited Partnership (a wholly owned subsidiary of Dream Office LP) and Dream Asset Management Corp. (“DAM”), formerly known as Dundee Realty Corporation, a subsidiary of Dream Unlimited Corp., are parties to an administrative services agreement (the “Services Agreement with DAM”). Effective August 24, 2007, Dream Office REIT also has an asset management agreement (the “Asset Management Agreement”) with DAM pursuant to which DAM provides certain asset management services to Dream Office REIT and its subsidiaries. Effective December 1, 2013, Dream Office REIT and DAM entered into a Shared Services and Cost Sharing Agreement. Dream Office REIT 2014 Annual Report | 122 Asset Management Agreement The Asset Management Agreement provides for a broad range of asset management services for the following fees: • • • • • base annual management fee calculated and payable on a monthly basis, equal to 0.25% of the gross asset value of properties, deﬁned as the fair value of the properties at August 23, 2007 (the date of the sale of our portfolio of properties in Eastern Canada) plus the purchase price of properties acquired subsequent to that date, adjusted for any properties sold; incentive fee equal to 15% of Dream Office REIT’s adjusted funds from operations per unit in excess of $2.65 per unit; capital expenditures fee equal to 5% of all hard construction costs incurred on each capital project with costs in excess of $1,000, excluding work done on behalf of tenants or any maintenance capital expenditures; acquisition fee, calculated over a ﬁscal year based on the anniversary date of the Asset Management Agreement, equal to: (i) 1.0% of the purchase price of a property on the ﬁrst $100,000 of properties acquired; (ii) 0.75% of the purchase price of a property on the next $100,000 of properties acquired; and (iii) 0.50% of the purchase price of a property acquired in excess of $200,000 of properties acquired; and financing fee equal to the lesser of actual expenses incurred by DAM in supplying services relating to ﬁnancing transactions and 0.25% of the debt and equity of all ﬁnancing transactions completed on behalf of Dream Office REIT. Pursuant to the Asset Management Agreement with DAM, the following is a summary of fees incurred for the years ended December 31, 2014 and December 31, 2013: Base annual management fee (included in general and administrative expenses) Acquisition fee (included in acquisition related costs/investment properties) Expense reimbursements related to financing arrangements (included in debt/unitholdersʼ equity) Total incurred under the Asset Management Agreement Year ended December 31, 2014 $ 17,093 $ -‐ 319 17,412 $ $ 2013 16,568 3,201 825 20,594 Shared Services and Cost Sharing Agreement The existing Asset Management Agreement provides the Trust and DAM, from time to time, the opportunity to agree on additional services to be provided to the Trust for which DAM is to be reimbursed for its costs. To formalize and expand this arrangement, the Trust entered into a Shared Services and Cost Sharing Agreement with DAM on December 1, 2013. The agreement is for a one-‐year term and will be automatically renewed for further one-‐year terms unless and until the agreement is terminated in accordance with its terms or by mutual agreement of the parties. Pursuant to the agreement, DAM will be providing additional administrative and support services in order to expand and improve DAM’s service capability in connection with the provision of its asset management services. DAM will receive an annual fee sufficient to reimburse it for all the expenses incurred in providing these additional administrative and support services. Additionally, the Trust will also reimburse DAM in each calendar year for its share of costs incurred in connection with certain business transformation services provided by DAM. Pursuant to the Shared Services and Cost Sharing Agreement with DAM, the following is a summary of fees incurred for the year ended December 31, 2014 and December 31, 2013: Business transformation costs Strategic services and other Total costs incurred under the Shared Services and Cost Sharing Agreement Year ended December 31, 2014 1,100 405 1,505 $ $ $ $ 2013 -‐ -‐ -‐ The Trust’s future commitment under the Shared Services and Cost Sharing Agreement, which expires on December 1, 2020, is $5,490. Dream Office REIT 2014 Annual Report | 123 Services Agreement with DAM Pursuant to the Services Agreement with DAM, the Trust received from or paid to DAM costs incurred on behalf of the other party. For the year ended December 31, 2014, the Trust processed on behalf of DAM certain costs and shared services of $5,007 (year ended December 31, 2013 – $8,525). For the year ended December 31, 2014, the Trust processed on behalf of DAM, at cost, operating and administration costs of regional offices of $8,705 (year ended December 31, 2013 – $14,412). For the year ended December 31, 2014, DAM processed certain costs on behalf of the Trust of $37 (year ended December 31, 2013 – $1,429). Services Agreement with Dream Industrial REIT Effective October 4, 2012, Dream Office Management Corp. and Dream Industrial REIT entered into a Services Agreement, in which the Trust provides certain services to Dream Industrial REIT on a cost recovery basis. The following is a summary of the cost recoveries from Dream Industrial REIT for the years ended December 31, 2014 and December 31, 2013: Cost recoveries from Dream Industrial REIT: Total cost recoveries from Dream Industrial REIT Year ended December 31, 2014 5,999 $ 5,999 $ 2013 5,130 5,130 $ $ Other transactions with Dream Industrial REIT As discussed in Note 9 and Note 20, the Trust completed the sale of four investment properties to Dream Industrial REIT on September 9, 2014. A total loss of $141 was recognized in the statements of comprehensive income upon disposal and related to the write-‐off of financing costs and fair value adjustments associated with the debt discharged, transaction costs and the write-‐off of goodwill associated with the cash-‐generating unit. Amounts due to/from related parties Amounts due from DAM: Services Agreement with DAM Parking revenue received on behalf of the Trust Total amounts due from DAM Amounts due to/(from) DAM: Asset Management Agreement with DAM Shared Services and Cost Sharing Agreement with DAM Total amounts due to DAM Amounts due from Dream Industrial REIT: Service Agreement with Dream Industrial REIT Distributions from Dream Industrial REIT Total amounts due from Dream Industrial REIT Total amounts due to Dream Industrial REIT related to Dream Industrial REIT properties December 31, December 31, 2014 2013 447 $ 546 993 $ 2,815 2,386 5,201 December 31, December 31, 2014 2013 (245) $ 97 (148) $ 3,332 -‐ 3,332 December 31, December 31, 2014 2013 808 $ 1,082 1,890 35 $ 917 950 1,867 75 $ $ $ $ $ $ Dream Office REIT 2014 Annual Report | 124 Compensation of key management personnel Compensation of key management personnel for the years ended December 31 is as follows: Year ended December 31, Unit-‐based awards(1) (1) Deferred trust units granted vest over a five-‐year period with one fifth of the deferred trust units vesting each year. Amounts are determined based on the $ $ 2014 925 2013 1,201 grant date fair value of deferred trust units multiplied by the number of deferred trust units granted in the year. Note 26 SUPPLEMENTARY CASH FLOW INFORMATION The components of amortization and depreciation under operating activities include: Year ended December 31, Amortization of lease incentives Amortization of external management contracts Amortization of financing costs Amortization of fair value adjustments on assumed debt Depreciation on property and equipment Total amortization and depreciation The components of changes in other adjustments under operating activities include: Reinvestment in subsidiary redeemable units Debt settlement and Unit issue costs Net loss on sale of investment properties Deferred unit compensation expense Straight-‐line rent adjustment Deferred income taxes Total other adjustments Note 8 11 21 21 Note 21 32 20, 32 15 23 $ $ $ 2014 $ 9,893 $ 1,292 3,178 (4,754) 1,678 11,287 $ 2013 6,471 1,338 3,034 (6,633) 1,189 5,399 Year ended December 31, 2014 -‐ 1,927 738 3,707 (3,929) 638 3,081 $ $ 2013 361 (241) 283 4,087 (6,767) 344 (1,933) The components of the changes in non-‐cash working capital under operating activities include: Decrease in amounts receivable Decrease in prepaid expenses and other assets Decrease in other non-‐current assets Decrease in amounts payable and accrued liabilities Increase in non-‐current liabilities Change in non-‐cash working capital The following amounts were paid on account of interest: Interest: Debt Subsidiary redeemable units Year ended December 31, 2014 12,043 857 794 (8,301) 255 5,648 $ $ 2013 2,642 264 47 (12,896) 877 (9,066) $ $ Note 21 21 Year ended December 31, 2014 2013 $ 134,792 5,186 $ 133,188 7,524 Dream Office REIT 2014 Annual Report | 125 Note 27 ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) Unrealized gain (loss) on interest rate swaps Unrealized foreign currency translation gain Accumulated other comprehensive income (loss) $ $ (336) $ 2,020 1,684 $ Opening balance January 1 Net change during the change 2014 Closing balance year December 31 (1,002) 5,230 4,228 (666) 3,210 2,544 $ $ Opening balance January 1 $ $ (375) $ 78 (297) $ Year ended December 31, 2013 Closing balance December 31 (336) $ 2,020 1,684 Net change during the year 39 1,942 1,981 $ Note 28 COMMITMENTS AND CONTINGENCIES Dream Office REIT and its operating subsidiaries are contingently liable under guarantees that are issued in the normal course of business and with respect to litigation and claims that arise from time to time. In the opinion of management, any liability that may arise from such contingencies would not have a material adverse effect on the consolidated ﬁnancial statements of Dream Office REIT. At December 31, 2014, Dream Office REIT’s future minimum commitments under operating leases, ﬁnance leases, and fixed price contracts to purchase electricity are as follows: Operating lease payments Finance lease payments Electricity Total < 1 year 1,019 28 5,788 6,835 $ $ $ $ 1–5 years 1,183 35 2,873 4,091 $ $ Minimum payments due > 5 years 8,288 -‐ -‐ 8,288 Total 10,490 63 8,661 19,214 $ $ During the year ended December 31, 2014, the Trust paid $1,065 (December 31, 2013 – $1,122) in minimum lease payments, which has been included in comprehensive income for the period. The Trust has entered into lease agreements that may require tenant improvement costs of approximately $26,366. The Trustʼs share of contingent liabilities arising from its investments in joint ventures is as follows: Contingent liabilities for the obligation of the other owners of investments in joint ventures $ December 31, December 31, 2014 282,738 $ 2013 305,850 Dream Office REIT 2014 Annual Report | 126 Note 29 CAPITAL MANAGEMENT The primary objectives of the Trust’s capital management are to ensure it remains within its quantitative banking covenants and to improve its credit rating. The Trust was assigned for the first time a credit rating of BBB (low) with a stable trend as part of the Series A and Series B Debentures offering during 2013. The Trust’s capital consists of debt, including mortgages, convertible debentures, debentures, subsidiary redeemable units and demand revolving credit facilities, and unitholders’ equity. The Trust’s objectives in managing capital are to ensure adequate operating funds are available to maintain consistent and sustainable unitholder distributions, to fund leasing costs and capital expenditure requirements, and to provide for resources needed to acquire new properties. The Trust’s maximum credit exposure is equal to the trade receivables at December 31, 2014. Various debt, equity and earnings distribution ratios are used to ensure capital adequacy and monitor capital requirements. The primary ratios used for assessing capital management are the interest coverage ratio and net debt-‐to-‐gross carrying value. Other signiﬁcant indicators include weighted average interest rate, average term to maturity of debt and variable debt as a portion of total debt. These indicators assist the Trust in assessing that the debt level maintained is sufﬁcient to provide adequate cash ﬂows for unitholder distributions and capital expenditures, and for evaluating the need to raise funds for further expansion. Various mortgages have debt covenant requirements that are monitored by the Trust to ensure there are no defaults. These covenants include loan-‐to-‐value ratios, cash ﬂow coverage ratios, interest coverage ratios and debt service coverage ratios. These covenants are measured at the subsidiary limited partnership level, and all have been complied with in all material respects. The Trust’s equity consists of Units, in which the carrying value is impacted by earnings and unitholder distributions. The Trust endeavours to make annual distributions of $2.24 per unit. Amounts retained in excess of the distributions are used to fund leasing costs, capital expenditures and working capital requirements. Management monitors distributions through various ratios to ensure adequate resources are available. These ratios include the proportion of distributions paid in cash, DRIP participation ratio, and total distributions as a percent of distributable income and distributable income per unit. During the year, there were no events of default on any of the Trust’s obligations under its credit facilities or mortgage loans. Note 30 FINANCIAL INSTRUMENTS Risk management IFRS 7, “Presentation of Financial Statements” (“IFRS 7”), places emphasis on disclosures about the nature and extent of risks arising from ﬁnancial instruments and how the Trust manages those risks, including market, credit and liquidity risks. Market risk is the risk the fair value or future cash ﬂows of a ﬁnancial instrument will ﬂuctuate because of changes in market prices. Market risk consists of interest rate risk, currency risk and other market price risk. The Trust has some exposure to interest rate risk primarily as a result of its variable rate debt. In addition, there is interest rate risk associated with the Trust’s ﬁxed rate debt due to the expected requirement to reﬁnance such debts in the year of maturity. The Trust is exposed to the variability in market interest rates on maturing debt to be renewed. Variable rate debt at December 31, 2014 was 8.9% of the Trust’s total debt (December 31, 2013 — 10.1%). Included in ﬁxed rate debt is the term loan facility of $183,453, which has a variable rate of interest at bankers’ acceptances plus 1.85% payable monthly. The Trust had entered into two interest rate swap agreements, one for three years at 3.03% for a notional value of $53,670 and one for ﬁve years at 3.52% for a notional value of $129,783, ﬁxing the rate of interest at 3.38%. On August 15, 2014, the three-‐year interest rate swap on the notional balance of $53,670 expired and was not subsequently renewed. In order to manage exposure to interest rate risk, the Trust endeavours to maintain an appropriate mix of ﬁxed and variable rate debt, manage maturities of ﬁxed rate debt and match the nature of the debt with the cash ﬂow characteristics of the underlying asset. Dream Office REIT 2014 Annual Report | 127 The following interest rate sensitivity table outlines the potential impact of a 1% change in the interest rate on variable rate financial assets and liabilities for the prospective 12-‐month period. A 1% change is considered a reasonable level of ﬂuctuation on variable rate financial assets and liabilities. Amount Income -‐1% Equity Income Interest rate risk +1% Equity $ 10,920 $ (109) $ (109) $ 109 $ 109 Financial assets Cash and cash equivalents(1) Financial liabilities Fixed rate debt due to mature in 2015 and total variable debt $ (1) Cash and cash equivalents are short-‐term investments with an original maturity of three months or less, and exclude cash subject to restrictions that prevent the Trustʼs use for current purposes. These balances generally receive interest income at the bankʼs prime rate less 1.85%. Cash and cash equivalents are short term in nature and the current balance may not be representative of the balance for the rest of the year. $ 518,190 (5,182) (5,182) 5,182 $ $ $ 5,182 The Trust is not exposed to significant foreign exchange risks. The Trust’s assets consist of ofﬁce properties. Credit risk arises from the possibility that tenants in investment properties may not fulﬁll their lease or contractual obligations. The Trust mitigates its credit risks by attracting tenants of sound ﬁnancial standing and by diversifying its mix of tenants. It also monitors tenant payment patterns and discusses potential tenant issues with property managers on a regular basis. Cash and cash equivalents, deposits and restricted cash carry minimal credit risk as all funds are maintained with highly reputable ﬁnancial institutions. Liquidity risk is the risk the Trust will encounter difﬁculty in meeting obligations associated with the maturity of ﬁnancial obligations. The Trust manages maturities of the ﬁxed rate debts, and monitors the repayment dates to ensure sufﬁcient capital will be available to cover obligations as they become due. Derivatives and hedging activities The Trust uses interest rate swaps to manage its cash flow associated with changes in interest rates on variable rate debt. As at December 31, 2014, the Trust had the following interest rate swaps outstanding (December 31, 2013 – $183,453): Hedging item Interest rate swap Notional $ 129,783 Rate (%) Maturity Fair value Hedged item 3.52 August 15, 2016 $ 592 Interest payments on forecasted issuance of bankersʼ acceptances The maximum term over which interest rate hedging gains and losses reflected in other comprehensive income will be recognized is five years as the hedged interest payments occur. Note 31 FAIR VALUE MEASUREMENTS Quoted market prices represent a Level 1 valuation. When quoted market prices are not available, the Trust maximizes the use of observable inputs. When all significant inputs are observable, the valuation is classified as Level 2. Valuations that require the significant use of unobservable inputs are considered Level 3. The Trust’s policy is to recognize transfers into and transfers out of fair value hierarchy levels as of the date of the event or change in circumstances that caused the transfer. There were no transfers between Levels 1, 2 and 3 during the year. Dream Office REIT 2014 Annual Report | 128 The following tables summarize fair value measurements recognized in the consolidated financial statements by class of asset or liability and categorized by level according to the significance of the inputs used in making the measurements. Carrying value as at Fair value as at December 31, 2014 Note December 31, 2014 Level 1 Level 2 Level 3 Recurring measurements Non-‐financial assets Investment properties Financial liabilities (assets) Interest rate swap Conversion feature on the convertible debentures 8 13 13 $ $ $ 6,139,070 $ -‐ $ -‐ $ 6,139,070 592 (760) $ $ -‐ -‐ $ $ 592 (760) $ $ -‐ -‐ Recurring measurements Non-‐financial assets Investment properties Financial liabilities (assets) Interest rate swaps Conversion feature on the convertible debentures Carrying value as at Fair value as at December 31, 2013 Note December 31, 2013 Level 1 Level 2 Level 3 8 $ 6,241,685 $ -‐ $ -‐ $ 6,241,685 13 $ 13 $ 336 $ (317) $ -‐ -‐ $ $ 336 $ (317) $ -‐ -‐ Financial instruments carried at amortized cost where the carrying value does not approximate fair value are noted below: Fair values disclosed Mortgages Term loan facility Convertible debentures Debentures Investment in Dream Industrial REIT Fair values disclosed Mortgages Term loan facility Convertible debentures Debentures Investment in Dream Industrial REIT Carrying value as at Fair value as at December 31, 2014 Note December 31, 2014 Level 1 Level 2 Level 3 $ 13 13 13 13 9 $ 2,380,708 $ 182,260 51,160 482,700 191,691 -‐ $ -‐ 51,641 485,200 -‐ -‐ $ -‐ -‐ -‐ 156,206 2,282,145 186,069 -‐ -‐ -‐ Carrying value as at December 31, 2013 Fair value as at December 31, 2013 Level 1 Level 2 Level 3 2,477,183 $ 181,530 51,885 333,647 166,317 -‐ $ -‐ 52,718 335,311 -‐ -‐ $ 2,507,543 184,635 -‐ -‐ -‐ -‐ -‐ -‐ 144,096 Amounts receivable, cash and cash equivalents, subsidiary redeemable units, tenant security deposits, the Deferred Unit Incentive Plan, amounts payable and accrued liabilities, and distributions payable are carried at amortized cost which approximates fair value due to their short-‐term nature. Dream Office REIT 2014 Annual Report | 129 Investment properties The Trust’s accounting policy as indicated in Note 3 is applied to fair value investment properties using the income approach, which is derived from two methods: overall capitalization rate method and discounted cash flow method, which result in these measurements being classified as Level 3 in the fair value hierarchy. Valuations of investment properties are most sensitive to changes in discount rates and capitalization rates. In applying the overall capitalization rate method the stabilized net operating income (“stabilized NOI”) of each property is divided by any appropriate capitalization rate (“cap rate”). The key assumptions in the valuation of investment properties are as follows: • • Cap rate – based on actual location, size and quality of the properties and taking into account any available market data at the valuation date. Stabilized NOI – revenues less property operating expenses adjusted for items such as average lease-‐up costs, long-‐term vacancy rates, non-‐recoverable capital expenditures, management fees, straight-‐line rents and other non-‐recurring items. • Discount rate – reflecting current market assessments of the uncertainty in the amount and timing of cash flows. • • Terminal rate – taking into account assumptions regarding vacancy rates and market rents. Cash flows – based on the actual location, type and quality of the properties and supported by the terms of any existing lease, other contracts or external evidence such as current market rents for similar properties. In accordance with IFRS 5, “Non-‐current assets held for sale and discontinued operations”, the Trust classified its investment in joint venture totalling $2,968 as assets held for sale. The fair value of the assets held for sale approximates the carrying value of the net assets. Investment properties are valued on a highest-‐and-‐best-‐use basis. For all of the Trust’s investment properties the current use is considered the highest and best use. Investment properties valuation process The Trust is responsible for determining the fair value measurements included in the consolidated financial statements. The Trust includes a valuations team that prepares a valuation of each investment property every quarter. The valuations team is headed by an experienced valuator. On a quarterly basis, the Trust engages independent professionally qualified valuators who hold a recognized relevant professional qualification and have recent experience in the locations and categories of the investment properties to complete valuations of selected properties. The Trust’s objective is to have each property valued by an independent valuator at least once every three years. For properties subject to an independent valuation report, the valuations team verifies all major inputs to the valuation and reviews the results with the independent valuators. The valuations team reports directly to the Chief Financial Officer (“CFO”) and the Chief Operating Officer (“COO”) of the Trust. Discussion of valuation processes, key inputs and results are held between the CFO, COO and the valuations team at least once every quarter, in line with the Trust’s quarterly reporting rules. Changes in Level 3 fair values are analyzed at each reporting date during the quarterly valuation discussions between the CFO, COO and the valuations team. Convertible debentures and interest rate swaps The convertible debentures have two components of value – a conventional bond and a call on the equity of the Trust through conversion. Based on its terms (see Note 13) the conversion feature is an embedded derivative and has been separated from the host contract and classified as a financial liability or asset through profit and loss. The fair value of the conversion feature, categorized in Level 2, is calculated based on the paper by K. Tsiveriotis and C. Fernandes. In this model, a convertible bond consists of two components, an equity component and a debt component, and these components have different default risks. The equity component is discounted at the risk-‐free rate. The equity component has no default risk since the Trust can always issue its own units. The debt component is discounted at the risk-‐free rate plus a credit spread. The fair value of the conversion feature on the convertible debentures was determined using critical inputs, some of which are not directly observable based on market data. The critical inputs are the unit price and the units’ distribution yield, the underlying unit volatility, the risk-‐free rate and the assumed credit spread. Dream Office REIT 2014 Annual Report | 130 A qualified independent consultant calculates the fair value measurement for the financial liability classified as Level 2. The valuation processes and results are determined and reviewed by senior management. The inputs and processes used in the valuation and the results thereof are reviewed by senior management and discussed with the qualified independent consultant to ensure conformity with IFRS. The significant observable inputs used in the fair value measurement of the conversion feature as at December 31, 2014 and December 31, 2013 are the following: • Volatility: Historical volatility as at December 31, 2014 and December 31, 2013 was derived from the historical prices of the Trust with maturity equal to the term to maturity of the convertible debentures. • Credit spread: The credit spread of the convertible debentures was imputed from the traded price of the convertible debentures as at December 31, 2014 and December 31, 2013. 5.5% Series H Debentures Credit spread Volatility 2014 2.39% 13.6% December 31, 2013 2.54% 14.2% A higher volatility will increase the value of the conversion option. A lower credit spread will decrease the value of the conversion option. The following table shows the changes in fair value of the conversion option from a 5% increase or decrease in volatility and a 100 bps increase or decrease in credit spread, holding all other inputs constant. Increase (decrease) in fair value as at December 31, 2014 $ Increase (decrease) in fair value as at December 31, 2013 $ Impact of change to volatility -‐5% 3 +5% (44) $ Impact of change to volatility -‐5% (229) +5% 542 $ Impact of change to credit spread +100 bps 461 $ -‐100 bps (481) Impact of change to credit spread +100 bps 481 $ -‐100 bps (510) $ $ The Trust also uses the following techniques in determining the fair value disclosed for the following financial liabilities classified as Level 1, 2 and 3: Mortgages and term loan facility The fair value of mortgages and term loan facility as at December 31, 2014 is determined by discounting the expected cash flows of each mortgage and term loan facility using spreads ranging from 1.60% to 1.70% (December 31, 2013 – 1.85% to 2.00%). The spreads are determined using the Government of Canada benchmark bond yield for instruments of similar maturity adjusted for the Trust’s specific credit risk. In determining the adjustment for credit risk, the Trust considers market conditions, the value of the properties that the mortgage is secured by and other indicators of the Trust’s creditworthiness. Convertible debentures The fair value of convertible debentures as at December 31, 2014 and December 31, 2013 is based on the convertible debentures’ trading price on or about December 31, 2014 and December 31, 2013, respectively. Debentures The fair value of debentures that are traded as at December 31, 2014 and December 31, 2013, is based on the debentures’ trading price on or about December 31, 2014 and December 31, 2013, respectively. The fair values of debentures that are non-‐ trading as at December 31, 2013 are based on the debentures’ par value. Demand revolving credit facilities The fair value of the demand revolving credit facilities as at December 31, 2014 and December 31, 2013 approximates their carrying value due to their short-‐term nature. Dream Office REIT 2014 Annual Report | 131 Note 32 NET GAINS (LOSSES) ON TRANSACTIONS AND OTHER ACTIVITIES Debt settlement costs Net loss on sale of investment properties Internal leasing costs Business transformation costs Total Note 20 25 Year ended December 31, $ 2014 (1,892) (738) (6,118) (1,100) (9,848) $ 2013 (241) (283) (6,468) -‐ (6,992) $ $ Debt settlement costs related to the discharge of mortgages prior to the original maturity dates during the year and write-‐off of associated fair value adjustments and financing costs. Net loss on sale of investment properties for the year related to the write-‐off of financing costs, fair value adjustments associated with the debt discharged and transaction costs associated with the cash-‐generating unit. Effective January 1, 2014, the Trust adopted a new accounting policy, which was applied retrospectively, to recognize internal leasing costs as an expense when incurred (see Note 5). Business transformation costs related to process and technology improvement costs incurred pursuant to the Shared Services and Cost Sharing Agreement (see Note 25). Dream Office REIT 2014 Annual Report | 132 Trustees Detlef Bierbaum 1, 2 Köln, Germany Corporate Director Donald K. Charter 1, 3 Toronto, Ontario Corporate Director Michael J. Cooper 2 Toronto, Ontario Chief Executive Officer Dream Unlimited Corp. Peter A. Crossgrove 1 Toronto, Ontario Corporate Director Joanne Ferstman 2, 4 Toronto, Ontario Corporate Director Robert G. Goodall 3 Mississauga, Ontario President Canadian Mortgage Capital Corporation Duncan Jackman 1, 3 Toronto, Ontario Chairman, President and CEO E-L Financial Corporation Limited 1 Member of the Audit Committee 2 Member of the Investment Committee 3 Member of the Governance, Compensation and Environmental Committee 4 Chair of the Board of Trustees Corporate Information HEAD OFFICE Dream Office Real Estate Investment Trust State Street Financial Centre 30 Adelaide Street East, Suite 1600 Toronto, Ontario M5C 3H1 Phone: (416) 365-3535 Fax: (416) 365-6565 TRANSFER AGENT (for change of address, registration or other unitholder enquiries) Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 Phone: (514) 982-7555 or 1 800 564-6253 Fax: (416) 263-9394 or 1 888 453-0330 E-mail: service@computershare.com AUDITORS PricewaterhouseCoopers LLP PwC Tower, 18 York Street, Suite 2600 Toronto, Ontario M5J 0B2 CORPORATE COUNSEL Osler, Hoskin & Harcourt LLP Box 50, 1 First Canadian Place, Suite 6100 Toronto, Ontario M5X 1B8 INVESTOR RELATIONS Phone: (416) 365-3538 Toll free: 1 877 365-3535 E-mail: officeinfo@dream.ca Website: www.dreamofficereit.ca TAXATION OF DISTRIBUTIONS Distributions paid to unitholders in respect of the tax year ending December 31, 2014, are taxed as follows: Other income: 21.9% Capital gains: 5.6% Return of capital: 72.5% STOCK EXCHANGE LISTING The Toronto Stock Exchange Listing symbols: REIT Units, Series A: D.UN 5.5% Series H Convertible Debentures: D.DB.H 5.95% Senior Unsecured Debentures, Series K: D.DB.K ANNUAL MEETING OF UNITHOLDERS Thursday, May 7, 2015 at 4:00 pm (EST) Corporate office of Dream Office REIT 30 Adelaide Street East, Suite 300 Toronto, Ontario, Canada DISTRIBUTION REINVESTMENT AND UNIT PURCHASE PLAN The purpose of our Distribution Reinvestment and Unit Purchase Plan (“DRIP”) is to provide unitholders with a convenient way of investing in additional units without incurring transaction costs such as commissions, service charges or brokerage fees. By participating in the Plan, you may invest in additional units in two ways: Distribution reinvestment: Unitholders will have cash distributions from Dream Office REIT reinvested in additional units as and when cash distributions are made. If you register in the DRIP you will also receive a “bonus” distribution of units equal to 4% of the amount of your cash distribution reinvested pursuant to the Plan. In other words, for every $1.00 of cash distributions reinvested by you under the Plan, $1.04 worth of units will be purchased. Cash purchase: Unitholders may invest in additional units by making cash purchases. To enrol, contact: Computershare Trust Company of Canada 100 University Avenue, 9th Floor Toronto, Ontario M5J 2Y1 Attention: Dividend Reinvestment Services Or call their Customer Contact Centre at 1 800 564-6253 (toll free) or (514) 982-7555 m o c . n g i s e d s k r o w w w w . . d t L s n o i t a c i n u m m o C n g i s e D s k r o W e h T : n g i s e D D R E A M O F F I C E R E I T 2 0 1 4 A N N U A L R E P O R T dream.ca/office

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