ALLIED PROPERTIES REIT QUARTERLY REPORT MARCH 31, 2015 BUILDING CITIES — ONE BUILDING AT A TIME 06.05.15 QRC WEST, TORONTO, NEARING COMPLETION QUARTERLY REPORT MARCH 31, 2015 CONTENTS LETTER TO UNITHOLDERS. . . . . . . . . . . 4 MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AS AT MARCH 31, 2015 . . . . . . . . . . . . . . . . . . . 9 SECTION I—Overview . . . . . . . . . . . . . . . 10 Summary of Key Financial and Operating Performance Measures . . . . . . . . . . 12 Business Overview and Strategy . . . . . . . . . . . 14 Property Portfolio . . . . . . . . . . . . . . . . . . . 15 Acquisitions . . . . . . . . . . . . . . . . . . . . . . 16 Corporate Social Responsibility . . . . . . . . . . . 16 Business Environment and Outlook . . . . . . . . . 17 SECTION II—Leasing . . . . . . . . . . . . . . . 18 Status . . . . . . . . . . . . . . . . . . . . . . . . . . 18 Activity . . . . . . . . . . . . . . . . . . . . . . . . . 19 Tenant Profile . . . . . . . . . . . . . . . . . . . . . 20 Lease Maturity . . . . . . . . . . . . . . . . . . . . . 21 SECTION III—Asset Profile . . . . . . . . . . . . 23 Rental Properties . . . . . . . . . . . . . . . . . . . 24 Development Properties . . . . . . . . . . . . . . . 27 SECTION IV—Liquidity and Capital Resources . . . . . . . . . . . . . . . . . . . 30 Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 Unsecured Revolving Operating Line . . . . . . . . 33 Unitholders’ Equity . . . . . . . . . . . . . . . . . . 33 Distributions to Unitholders . . . . . . . . . . . . . 35 Commitments . . . . . . . . . . . . . . . . . . . . . 35 SECTION V—Discussion of Operations. . . . . . 36 Net Operating Income . . . . . . . . . . . . . . . . . 36 Same-Asset NOI . . . . . . . . . . . . . . . . . . . . 38 Interest Expense . . . . . . . . . . . . . . . . . . . . 38 General and Administrative Expenses . . . . . . . . 38 Net Income and Comprehensive Income . . . . . . 39 Other Financial Performance Measures . . . . . . . 39 SECTION VI—Quarterly History . . . . . . . . . 42 SECTION VII—Accounting . . . . . . . . . . . . 44 SECTION VIII—Disclosure Controls And Internal Controls. . . . . . . . . . . . . . . . . . . . 45 SECTION IX—Risks And Uncertainties. . . . . . 46 Financing and Interest Rate Risk . . . . . . . . . . 46 Tenant Credit Risk . . . . . . . . . . . . . . . . . . . 46 Lease Roll-Over Risk . . . . . . . . . . . . . . . . . 46 Environmental Risk . . . . . . . . . . . . . . . . . . 47 Development Risk . . . . . . . . . . . . . . . . . . . 47 Taxation Risk . . . . . . . . . . . . . . . . . . . . . . 47 Joint Venture Risk . . . . . . . . . . . . . . . . . . . 47 SECTION X—Property Table. . . . . . . . . . . . 48 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31 , 2015 . . . . 55 LETTER TO UNITHOLDERS Dear Fellow Unitholder: To my way of thinking, success in real estate is not so much a function of scale as it is of operating coherence and value creation. Although we’ve acquired and developed a lot of real estate since our IPO, we’ve never seen ourselves as “asset gatherers” or “aggregators”. Rather, we’ve seen ourselves as being in the business of providing urban office space to creative enterprises on a profitable basis for the benefit of our unitholders. Operating coherence allows us to serve our customers better. Value creation allows us to serve our unitholders better. Interestingly, the two are very much intertwined and mutually reinforcing. Success is also a function of social responsibility. As the impact of our business has widened, we’ve made every effort to think about what we do in the context of city building. Canadian cities are transforming rapidly and profoundly, and we’re singularly well suited to contribute to the transformation by virtue of (i) the properties we own and (ii) the creative enterprises we serve. The more successfully we contribute to city building, the better we’ll serve our customers and the more profitable our business will be for our unitholders. As we continue to build our business, two factors are becoming more pronounced. The first is the expansion of our opportunity set, and the second is the strengthening of our platform. Again, the two are intertwined and mutually reinforcing. EXPANDING OPPORTUNITY SET As I understand it, opportunity set is the range of opportunity that can be exploited within applicable limitations. For a real estate business, there are two principal internal limitations—operating capability and financing capability. The former is what you know how to do. The latter is what you can afford. As either expands, so too should your opportunity set. Real estate operating capability relates, in large part, to function, asset-type and geography. When we started in 2003, our operating capability was limited to the ownership of stabilized Class I office properties in Downtown Toronto. In 2005, it expanded to the ownership and management of stabilized Class I office properties in Downtown Toronto and Downtown Montreal. Today, we function as a developer, owner and manager of urban office properties in major cities across Canada. Our operating capability has expanded significantly over the years, with a corresponding expansion of our opportunity set. At our 2011 AGM, I mentioned that “the need for collaboration with those who have complimentary expertise has increased as our business has grown.” Since then, we’ve established joint-venture relationships with best-in-class real estate organizations like RioCan (retail development), Westbank (residential and office development), Diamond (urban land development) and Perimeter (commercial development on the perimeter of the GTA). These relationships have effectively expanded our operating capability. Real estate financing capability is based on access to capital and cost of capital. When we started, we had limited access to expensive equity financing and conventional first mortgage financing. In time, our access to capital improved immensely and our cost of capital declined precipitously. Very recently, our ability to access unsecured debt financing was established with an investment-grade credit rating. Our financing capability has also expanded significantly over the years, with a corresponding expansion of our opportunity set. The Adelaide & Duncan JV illustrates my point perfectly. Located on the southeast corner of Duncan and Adelaide Streets in Toronto’s vibrant Downtown West submarket, 19 Duncan is comprised of a high-quality Class I building and a significant amount of surplus land. It was offered for sale late last year. We saw real value in the Class I building, but we knew that significant value would be attributed to the unused residential density on the surplus land. On our own, we had limited ability to exploit the opportunity inherent in the unused residential density. With Westbank as a jointventure partner, however, 19 Duncan became a decidedly better opportunity for us. As a result, the Adelaide & Duncan JV between Allied and Westbank was formed. Our expanding financing capability was also helpful in making 19 Duncan part of our opportunity set, as we provided acquisition financing to Westbank on terms that were mutually beneficial. Three years ago, 19 Duncan wouldn’t have been within our opportunity set. Late last year, it clearly was. STRENGTHENING PLATFORM A real estate platform is all about the people who collectively represent the operating capability of the business. Expanding our platform is a necessary precondition to expanding our opportunity set successfully. We’ve been doing this for some time now, and we’ll continue to do so going forward. You’ll recall that we bolstered and realigned our leadership team comprehensively in 2010-2011. We bolstered it again in 2013 through a combination of internal promotion and external recruitment. Late last year and early this year, we bolstered and realigned our leadership team yet again, with the result that it’s now deeper, stronger, better iterated and better composed than ever before. We achieved the most recent transformation with an encouraging combination of internal promotion and external recruitment. Tom Burns is an exceptional Chief Operating Officer at a time when the importance of a strong COO has become more evident to everyone in the Canadian REIT universe. With steadfast support from Doug Riches (VP, Mission Critical Facilities), David Pitfield, (VP, Operations) and Tim Low (VP, Leasing), Tom has ensured that our leasing and operating capabilities have kept pace with our expanding opportunity set. He’ll continue to do so while participating fully in the strategic guidance of our business. Cecilia Williams has in a very short period of time proven herself to be an outstanding Chief Financial Officer. She has strong support from Luqman Ahmad (VP, Finance & Accounting), Karen Leeder (Corporate Controller) and Sakshi Bonomo (Controller, Property Accounting). This support will enable her to participate ever more fully in the strategic guidance of our business going forward. Hugh Clark (VP, Development) has taken primary responsibility for our value-creation activity in recent years, as has Tyrone Bowers (VP, Acquisitions) for our acquisition activity and Sarah Jane O’Shea (VP, Asset Management) for our asset management activity. Like Cecilia, Hugh, Tyrone and Sarah Jane are young leaders with the ability to make a progressively larger contribution to our business for years and years to come. Jennifer Irwin (VP, Human Resources and Communications) and John Chung (VP, Technology) discharge vital corporate functions. As our platform has expanded, managing human resources intelligently and utilizing technology effectively has taken on ever greater importance, and Jennifer and John have been up to the challenge. Not only does a strengthening platform propel operating capability, it provides a better foundation for succession planning. Although our current leadership team is stable and fully committed to Allied, a strong platform must be able to adapt to, and take advantage of, unexpected change. If necessary going forward, ours will do so, just as it did in the past six months. 2015 BEGINS We’ve had a strong start to the year. Our financial and operating performance measures in the first quarter were solid. FFO and AFFO per unit for the quarter were $0.51 and $0.46, in-line with the comparable quarter last year, bringing our FFO and AFFO pay-out ratios to 71% and 79% Our opportunity set thus far in 2015 has consisted of value-creation opportunities in Toronto’s Downtown West submarket, ones that we can prudently afford because of our strong balance sheet. We acquired 180 John Street, a small and compact redevelopment opportunity similar in many respects to 460 King Street West, which we acquired last year and will have redeveloped by the end of this year. We’ll redevelop 180 John over the next 24 to 36 months and generate a respectable holding return in the interim. We also announced the acquisition of 511-539 King West, an exceptional complex of heritage properties and surplus land with 63,511 square feet of area and 301 feet of frontage on King West. Our 469-499 King West runs east from the foot of Brant and includes frontage of 321 feet. (With the property, we’ll own 622 feet of uninterrupted frontage on the south side of King West between 469 and 539.) For this and other reasons, the property is extremely strategic to us and represents an extraordinary value-creation opportunity. We’ll operate it as a rental property in the near-term and explore our options for longer-term intensification. It’s highly probable that we’ll pursue this value-creation opportunity with a joint-venture partner having complimentary expertise. Leasing thus far in 2015 has been exceptionally strong. QRC West in Toronto is on the verge of full lease-up, while 250 Front West is moving steadily in that direction. Our Montreal properties on du Parc and de Gaspe are also moving steadily toward full lease-up, as are The Pilkington Building and Vintage I & II in Calgary. Unless we acquire new upgrade properties over the remainder of the year, we expect our occupancy to progress towards our stabilized level of 95% by year-end. OUTLOOK My confidence in Allied’s outlook continues. We remain well positioned to deliver above-average growth in FFO and AFFO per unit, with “above average” being defined as high single-digit to low double-digit growth year over year. This will be propelled by portfolio-wide rental growth, accretion from our ongoing acquisition activity and increased NOI as a result of our ongoing development activity. Our commitment to the balance sheet remains unwavering because of the defensive and offensive benefits that flow from conservative financial management. Our capability in this regard has been enhanced by an investment-grade credit rating that will enable us to access the unsecured debenture market and expand our pool of unencumbered properties. This comes at an opportune time, as a number of large-scale development projects that we might otherwise have financed with conventional first-mortgage financing are approaching substantial completion. If you have any questions or comments, please don’t hesitate to call me at (416) 977-0643 or e-mail me at memory@ alliedreit.com. Yours truly, Michael Emory president and chief executive officer MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION AS AT MARCH 31, 2015 SECTION I —Overview This Management’s Discussion and Analysis (“MD&A”) of results of operations and financial condition relates to the quarter ended March 31, 2015. Unless the context indicates otherwise, all references to “Allied”, “we”, “us” and “our” in this MD&A refer to Allied Properties Real Estate Investment Trust. The Board of Trustees of Allied, upon the recommendation of its Audit Committee, approved the contents of this MD&A. This MD&A has been prepared with an effective date of May 6, 2015 and should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the quarter ended March 31, 2015, as well as with the audited consolidated financial statements and notes thereto the year ended December 31, 2014. This MD&A is based on financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”). Historical results and percentage relationships contained in this MD&A, including trends that might appear, should not be taken as indicative of future results, operations or performance. Unless otherwise indicated, all amounts in this MD&A are in thousands of Canadian dollars. Readers are cautioned that certain terms used in the MD&A such as Funds from Operations (“FFO”), Adjusted Funds from Operations (“AFFO”), Net Operating Income (“NOI”), “Gross Book Value”, Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”), Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization (“Adjusted EBITDA”), “Payout Ratio”, “Interest Coverage”, “Net Debt to Adjusted EBITDA” and any related per Unit amounts used by management to measure, compare and explain the operating results and financial performance of Allied do not have any standardized meaning prescribed under IFRS and, therefore, should not be construed as alternatives to net income or cash flow from operating activities calculated in accordance with IFRS. These terms are defined in the MD&A and reconciled to the condensed consolidated financial statements of Allied for the three months ended March 31, 2015. Such terms do not have a standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures presented by other publicly traded entities. See “Other Measure of Performance”, “Net Operating Income”, “Debt” and “Financial Covenants”. EBITDA is a non-IFRS measure that is comprised of earnings less income taxes, interest expense, amortization expense and depreciation expense. It is a metric that can be used to help determine Allied’s ability to service its debt, finance capital expenditures and provide for distributions to its Unitholders. Adjusted EBITDA, as defined by Allied, is a non-IFRS measure that is comprised of net earnings less income taxes, interest expense, amortization expense and depreciation expense, as well as gains and losses on disposal of investment properties and the IFRS value changes associated with investment properties and financial instruments. It is a metric that can be used to help determine Allied’s ability to service its debt, finance capital expenditures and provide for distributions to its Unitholders. Additionally, Adjusted EBITDA removes the non-cash impact of the IFRS value changes and gains and losses on investment property dispositions. The ratio of Net Debt to Adjusted EBITDA is included and calculated each period to provide information on the level of Allied’s debt versus Allied’s ability to service that debt. Adjusted EBITDA is used as part of this calculation as the IFRS value changes and gains and losses on investment property dispositions do not impact cash flow, which is a critical part of the measure. Certain information included in this MD&A contains forward-looking statements within the meaning of applicable securities laws, including, among other things, statements concerning Allied’s objectives and strategies to achieve those objectives, statements with respect to Management’s beliefs, plans, estimates and intentions and statements concerning anticipated future events, circumstances, expectations, results, operations or performance that are not historical facts. Forward-looking statements can be identified generally by the use of forward-looking terminology, such as “indicators”, “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans”, “continue” or similar expressions suggesting future outcomes or events. In particular, certain statements in Section I—Overview, under the heading “Outlook”, Section III – Asset Profile, under the headings “Development Assets” constitute forward looking information. This MD&A includes, but is not limited to, forward-looking statements regarding: closing dates of proposed acquisitions; completion of construction and lease-up in connection with upgrade projects and Properties Under Development (“PUD”); growth of our AFFO and FFO per unit; continued demand for space in our target markets; increase in net rental income per square feet of GLA; ability to extend lease terms; the creation of future value; estimated GLA, NOI and growth from upgrade projects and PUDs; estimated costs of upgrade projects and PUDs; future economic occupancy; return on investments, including return on investment in upgrade projects and PUDs; estimated rental revenue and anticipated rental rates; lease of our intensification projects; anticipated available square feet of leasable area; receipt of municipal approval for value-creation projects, including intensifications; and completion of future financings and availability of capital. Such forward-looking statements reflect Management’s current beliefs and are based on information currently available to Management. The forward-looking statements in this MD&A are not guarantees of future results, operations or performance and are based on estimates and assumptions that are subject to risks and uncertainties, including those described in “Risks and Uncertainties” section, which could cause actual results, operations or performance to differ materially from the forward-looking statements in this Annual Report. Those risks and uncertainties include risks associated with property ownership, property development, geographic focus, asset-class focus, competition for real property investments, financing and interest rates, government regulations, environmental matters, construction liability and taxation. Material assumptions that were made in formulating the forward-looking statements in this Annual Report include the following: that our current target markets remain stable, with no material increase in supply of directly-competitive office space; that acquisition capitalization rates remain reasonably constant; that the trend toward intensification within our target markets continues; and that the equity and debt markets continue to provide us with access to capital at a reasonable cost to fund our future growth and to refinance our mortgage debt as it matures. Although the forward-looking statements contained in this MD&A are based on what Management believes are reasonable assumptions, there can be no assurance that actual results, operations or performance will be consistent with these statements. All forward-looking statements in this MD&A are qualified in their entirety by this forward-looking disclaimer. Without limiting the generality of the foregoing, the discussion in the letter to Unitholders, Section I—Outlook and Section III— Asset Profile is qualified in its entirety by this forward-looking disclaimer. These statements are made as of May 6, 2015, and, except as required by applicable law, Allied undertakes no obligation to update publicly or revise any such statements to reflect new information or the occurrence of future events or circumstances. SUMMARY OF KEY FINANCIAL AND OPERATING PERFORMANCE MEASURES The following table summarizes the key financial and operating performance measures for the first quarter and the comparable quarter in 2014. Portfolio MARCH 31, 2015 MARCH 31, 2014 Number of Properties 142 136 Total rental GLA 9,501 9,139 Leased rental GLA 8,681 8,319 Leased area 91.4% 91.0% Occupied area 88.3% 88.7% Average in place net rent per square foot (period-end) Market rent per square foot (period-end) Investment properties 3,759,462 3,381,968 Total assets 3,995,657 3,580,592 Total debt 1,339,493 1,264,399 Total debt as a % of investment properties Annualized Adjusted EBITDA 208,808 193,156 Net debt 1,330,591 1,261,644 Net debt as a multiple of annualized Adjusted EBITDA 20.51 19.82 22.38 20.74 35.6% 6.4x 37.4% 6.5x MARCH 31, 2015 Adjusted EBITDA MARCH 31, 2014 52,202 48,289 13,072 Interest expense 13,184 Interest expense as a multiple of Adjusted EBITDA 4.0x Rental revenue from investment properties 89,567 82,547 NOI 52,912 48,753 Same-asset NOI 45,263 47,248 Net Income excluding IFRS value adjustments 34,324 31,327 Net Income FFO 39,418 35,010 AFFO 35,293 31,864 Distributions 27,981 24,281 Rental revenue from investment properties per unit 1.17 1.19 NOI per unit 0.69 0.71 Same-asset NOI per unit 0.59 0.68 Net income excluding IFRS value adjustments per unit 0.45 0.45 Net income per unit Distributions per unit 1.46 1.41 FFO per unit 0.51 0.51 0.46 0.46 AFFO per unit Financial Ratios 3.7x (3,629) ALLIED’S CURRENT TARGETS (0.05) 15,415 Total indebtedness ratio < 40% 33.6% 35.4% Secured indebtedness ratio < 45% 31.6% 35.3% Debt service coverage ratio >1.50x 2.3x 2.3x Unencumbered property asset ratio >1.40x 14.3x n/a Interest-coverage ratio - including interest capitalized 3.1x 3.0x Interest-coverage ratio - excluding interest capitalized 4.0x 3.7x 0.22 >3.0x BUSINESS OVERVIEW AND STRATEGY Allied is an unincorporated closed-end real estate investment trust created pursuant to the Declaration of Trust dated October 25, 2002, as amended and restated on February 6, 2003, May 14, 2008, May 11, 2010, May 15, 2012 and May 14, 2013 (“Declaration”). Allied is governed by the laws of Ontario. Allied’s units are publicly traded on the Toronto Stock Exchange under the symbol AP.UN. Additional information on Allied, including Allied’s annual information form, is available on SEDAR at www.sedar.com. Allied is a leading owner, manager and developer of urban office environments that enrich experience and enhance profitability for business tenants operating in Canada’s major cities. Allied’s objectives are to provide stable and growing cash distributions to unitholders and to maximize unitholder value through effective management and accretive portfolio growth. Allied specializes in an office format created through the adaptive re-use of light industrial structures in urban areas that has come to be known as Class I, the “I” stemming from the original industrial nature of the structures. This format typically features high ceilings, abundant natural light, exposed structural frames, interior brick and hardwood floors. When restored and retrofitted to the standards of Allied’s portfolio, Class I buildings can satisfy the needs of the most demanding office and retail tenants. When operated in the coordinated manner of Allied’s portfolio, these buildings become a vital part of the urban fabric and contribute meaningfully to a sense of community. The Class I value proposition includes (i) proximity to central business districts in areas well served by public transportation, (ii) distinctive internal and external environments that assist tenants in attracting, retaining and motivating employees and (iii) significantly lower overall occupancy costs than those that prevail in the central business districts. The value proposition has proven appeal to a diverse base of business tenants, including the full range of service and professional firms, telecommunications and information technology providers, media and film groups and storefront retailers. In addition to accommodating their employees in urban office space, many of Allied’s tenants utilize sophisticated and extensive telecommunication and computer equipment. This is often a mission-critical need for our tenants. In an effort to serve this related need, Allied established extensive capability in downtown Toronto through the acquisition of 151 Front Street West, the leading telecommunication interconnection point in Canada. Allied has since expanded its capability and is intent on continuing to do so with a view to serving its tenants’ space requirements more fully. PROPERTY PORTFOLIO Allied completed its Initial Public Offering (“IPO”) on February 20, 2003, at which time it had assets of $120 million, a market capitalization of $62 million and a local, urban-office portfolio of 820,000 square feet. Allied now has assets of $4 billion, a market capitalization of over $3 billion and a national urban-office platform of over 10 million square feet of GLA in ten cities across Canada. The illustration below depicts the geographic diversity of our rental properties. ACQUISITIONS To date in 2015, Allied has acquired two properties for $31,815, a summary of which is in the table below: PURCHASE PRICE OFFICE GLA RETAIL GLA TOTAL GLA PARKING SPACES PROPERTY ACQUIRED 19 Duncan, Toronto (1) February 20, 2015 $23,525 30,956 - 30,956 36 April 15, 2015 8,290 30,033 6,140 36,173 2 $31,815 60,989 6,140 67,129 38 180 John, Toronto Total (1) Equal two-way co-ownership with Westbank, total estimated GLA is 61,911. CORPORATE SOCIAL RESPONSIBILITY Allied is committed to sustainability as it relates to the physical environment within which it operates. Most of Allied’s buildings were created through the adaptive re-use of structures built over a century ago. They are recycled buildings, and the recycling has had considerably less impact on the environment than new construction of equivalent GLA would have had. To the extent Allied undertakes new construction through development or intensification, it is committed to obtaining LEED certification. LEED certification is a program administered by the Canada Green Building Council for certifying the design, construction and operation of high-performance green buildings. The ongoing operation of our buildings also affects the physical environment. Allied is committed to obtaining BOMA BESt certification for as many of its existing buildings as possible. Certification is based on an independent assessment of key areas of environmental performance and management. Level 1 certification involves independent verification that all BOMA BESt practices have been adopted. Level 2 through to Level 4 involve progressively better assessments of environmental performance and management. Allied has one property with Level 2 certification and eight properties with Level 3 certification, with plans to put additional buildings forward for certification on an annual basis. Allied is also attentive to the impact of its business on the human environment. Allied’s investment and development activities can have a displacing impact on members of the artistic community. As building inventory in an area is improved, the cost of occupancy can become prohibitive. Allied believes that its buildings and tenants are best served if artists remain viable members of the surrounding communities. Accordingly, Allied has made it a practice to allocate an appropriate portion of its rentable area to artistic uses on an affordable basis as part of its Make Room for the Arts program, the most recent example of this being the lease of over 200,000 square feet of GLA to Pied Carré at 54455455 de Gaspé in Montréal for a 30-year term. What Allied foregoes in short-term rent, it more than makes up in overall occupancy and net rent levels at other properties in the surrounding communities. Allied sees this as an important part of its corporate social responsibility. BUSINESS ENVIRONMENT AND OUTLOOK Allied operates in 10 urban markets in Canada – Toronto, Montréal, Ottawa, Winnipeg, Québec City, Kitchener, Calgary, Edmonton, Vancouver and Victoria. The office inventory statistics are summarized in the table below. TOTAL OFFICE INVENTORY ESTIMATED TARGET MARKET INVENTORY ALLIED CURRENT GLA ALLIED’S PERIOD END ESTIMATED ALLIED SHARE OF LEASED RATE TARGET MARKET Toronto 71,365,403 16,100,000 3,919,822 95.7% 24.3% Montréal 13,252,214 15,000,000 2,730,853 85.1% 18.2% 92.7% 12.8% Ottawa 16,050,498 1,700,000 217,583 Winnipeg 10,254,027 1,800,000 348,087 83.0% 19.3% Québec City 18,889,931 1,500,000 219,465 80.9% 14.6% 2,404,874 1,000,000 480,130 97.9% 48.0% Calgary 40,716,494 1,000,000 976,527 91.3% 97.7% Edmonton 15,663,771 1,000,000 282,280 97.2% 28.2% Victoria 4,897,834 2,400,000 41,578 100.0% 1.7% 24,687,619 4,000,000 284,236 91.9% 7.1% 218,182,665 45,500,000 9,500,561 91.4% 20.9% Kitchener Vancouver Total Allied remains well positioned to deliver high single-digit to low double-digit growth in FFO and AFFO per unit yearover-year. Allied expects this growth to be propelled by portfolio-wide rental growth and accretion from its ongoing acquisition activity. Ongoing development activity will also begin to contribute to NOI this year. Specifically, 250 Front West, QRC West, and 460 King West will start generating NOI in the latter half of 2015. Breithaupt Block, Phase II, and 485 King West are scheduled to begin contributing to NOI in 2016, and Telus Sky in late 2017. Allied expects to dispose of non-core assets in Québec City, Winnipeg, Edmonton and Victoria over the course of 2015 and 2016. Allied’s ultimate goal is to recycle capital into development opportunities, thereby improving its return on equity over time. Allied’s commitment to the balance sheet remains unwavering because of the defensive and offensive benefits that flow from conservative financial management. Allied’s capability in this regard has been enhanced by an investment-grade credit rating that enables it to access the unsecured debenture market and expand its pool of unencumbered properties. This comes at an opportune time, as a number of large-scale value-creation projects that Allied might otherwise have financed with conventional first-mortgage financing are approaching substantial completion. SECTION II —Leasing Allied strives to maintain high levels of occupancy and leased area. At March 31, 2015, Allied’s rental portfolio was 91.4% leased. STATUS Leasing status for the rental portfolio as at March 31, 2015, is summarized in the following table: TOTAL GLA 9,500,561 OCCUPIED 8,388,763 % OCCUPIED COMMITTED % COMMITTED LEASED % LEASED 88.3% 292,534 3.1% 8,681,297 91.4% Of 9,500,561 square feet of total GLA in Allied’s rental portfolio, 8,388,763 square feet were occupied by tenants on March 31, 2015. Another 292,534 square feet were subject to contractual lease commitments with tenants whose leases commence subsequent to March 31, 2015, bringing the leased area to 8,681,297 square feet, which represents 91.4% of Allied’s total GLA. 95.6% of the space subject to contractual lease commitments at the end of the quarter are scheduled to commence in 2015, with the balance commencing in 2016, as summarized in the following table: Q2 15 Q3 15 Q4 15 2016 TOTAL Lease commitments 59,822 154,174 65,534 13,004 292,534 % of lease commitments 20.5% 52.7% 22.4% 4.4% 100.0% Leasing status during the first quarter is summarized in the following table: Occupied GLA % Occupied GLA Q1 2015 Q1 2014 8,388,763 8,109,019 88.3% 88.7% Allied monitors the level of sub-lease space in its portfolio and is unaware of any space being offered for sub-lease in its Ottawa, Québec City and Edmonton portfolios. Allied is aware of 155,408 square feet of space being offered for sub-lease in its Toronto portfolio, 52,512 square feet of space in its Montréal portfolio, 17,584 square feet of space in its Kitchener portfolio, 49,450 square feet in its Calgary portfolio, 4,223 square feet in its Winnipeg portfolio, 3,876 square feet in its Victoria portfolio and 7,170 square feet in its Vancouver portfolio. This level of sub-lease space is consistent with past experience and does not represent an operating or leasing challenge to Allied. ACTIVITY Allied places a high value on tenant retention, as the cost of retention is typically lower than the cost of securing new tenancies. If retention is neither possible nor desirable, Allied strives for high-quality replacement tenants. Leasing activity in connection with the rental portfolio as at March 31, 2015, is summarized in the following table: Vacancy on January 1, 2015 Arranged Vacancy in Q1 LEASABLE SF LEASED SF BY MARCH 31 % LEASED BY MARCH 31 SF UNLEASED ON MARCH 31 793,366 60,853 7.7% 732,513 - 58,446 58,446 - Maturities in Q1 191,489 163,183 85.2% 28,306 Maturities in remainder of 2015 716,213 227,952 31.8% - 1,759,514 451,988 25.7% 819,265 Total At the beginning of 2015, 793,366 square feet of GLA was vacant. By the end of the quarter, Allied leased 60,853 square feet of this GLA, leaving 732,513 square feet unleased. Leases for 191,489 square feet of GLA matured in the first quarter. By the end of the first quarter, Allied renewed or replaced leases for 163,183 square feet of this GLA, leaving 28,306 square feet unleased. Of the 716,213 square feet of GLA maturing in the remainder of the year, Allied renewed or replaced leases for 227,952 square feet by quarter-end. During the quarter, 43.1% of the GLA covered by leases maturing in 2015 was renewed or replaced. With respect to those renewals and replacements (391,135 square feet of GLA in total), Allied achieved rental rates (i) above in-place rental rates for 59.2% of the GLA, (ii) equal to in-place rental rates for 25.8% of the GLA and (iii) below in-place rates for 15.0% of the GLA. Overall, this has resulted in no change in the net rental income per square foot from maturing leases. TENANT PROFILE The following sets out Allied’s tenant-mix on the basis of percentage of rental revenue for the quarter ended March 31, 2015: % OF RENTAL REVENUE MARCH 31, 2015 CATEGORY Telecommunications and information technology 29.4% Business service and professional 27.5% Retail (head office and storefront) 13.8% Media and entertainment 12.2% Other5.6% Financial services 5.1% Government4.5% Educational and institutional 1.9% 100.0% The following sets out the percentage of rental revenue from top 10 tenants by rental revenue for the quarter ended March 31, 2015: TENANT % OF RENTAL REVENUE MARCH 31, 2015 WEIGHTED AVERAGE REMAINING LEASE TERM CREDIT RATING DBRS/S&P/MOODY’S National Capital Commission (a Canadian Crown Corporation) 3.4% 4.8 Not rated Equinix 3.1% 10.1 -/BB/Ba3 Desjardins 2.9% 3.8 AA/A+/Aa2 Ubisoft 2.5% 7.2 Not rated Cologix 2.2% 11.3 Not rated Allstream 1.4% 4.0 * BBB/BBB/- Bell Canada 1.4% 5.3 AL/BBB+/Baa1 SAP Canada 1.3% 6.4 * -/A/A2 Peer 1 1.2% 3.5 * BBH/BB+/- IBM Canada 1.2% 6.2 * -/AA-/Aa3 *Credit rating for parent company LEASE MATURITY 91.4% of the GLA in Allied’s portfolio was leased at March 31, 2015 (excluding upgrade properties). The weighted average term to maturity of Allied’s leases at that time was five years. The following sets out, as of today’s date, the total GLA of the leases that mature up to 2024 and thereafter, assuming tenants do not exercise renewal options, the percentage of total GLA represented by the maturing leases, the weighted average in-place net rental rate on the maturing leases and the weighted average market net rental rate on the space covered by the maturing leases. The square footage maturing by December 31, 2015, does not include month-to-month leases for 139,581 square feet of GLA that are routinely renewed at the end of each month by the tenants. The weighted average market net rental rate is based on Management’s current estimates and is supported in part by independent appraisals of certain of the relevant properties. There can be no assurance that Management’s current estimates are accurate or that they will not change with the passage of time. RENTAL PROPERTIES YEAR ENDED Month to month December 31, 2015 SQUARE FEET % OF TOTAL GLA WEIGHTED AVERAGE RENTAL RATE WEIGHTED AVERAGE MARKET RATE 139,581 1.5% $16.79 $19.08 649,407 6.8% 17.90 20.45 December 31, 2016 799,918 8.4% 18.67 19.30 December 31, 2017 1,263,724 13.3% 19.62 21.40 December 31, 2018 1,140,870 12.0% 20.29 21.80 December 31, 2019 955,221 10.1% 25.10 26.80 December 31, 2020 835,059 8.8% 19.35 20.44 December 31, 2021 678,889 7.2% 21.65 23.28 December 31, 2022 557,072 5.9% 20.56 22.18 December 31, 2023 752,720 7.9% 17.43 20.30 December 31, 2024 325,113 3.4% 20.59 24.78 Thereafter 583,722 6.1% 25.92 28.78 8,681,296 91.4% $20.51 $22.38 819,265 8.6% 9,500,561 100.0% Leased area Vacancy Total SECTION III —Asset Profile As at March 31, 2015, Allied’s portfolio consisted of 142 investment properties (123 rental properties, 11 development properties and 8 parking lots) comprising over 10 million square feet of space, with an IFRS value of $3,759,462. MARCH 31, 2015 PROPERTIES RENTAL UNDER PROPERTIES DEVELOPMENT Balance beginning of the period Acquisitions Transfers from PUD Transfers to PUD Capital expenditures PROPERTIES RENTAL UNDER PROPERTIES DEVELOPMENT TOTAL TOTAL $3,490,057 $236,700 - 24,573 24,573 Additions: DECEMBER 31, 2014 - - - 9,363 27,236 36,599 Disposals - - - Interest in freehold lease and land leases - 1,567 1,567 Balance end of the period (178,642) (15,714) $3,305,064 (14,320) $454,398 $ 3,163,688 $137,062 178,642 IFRS value gain (loss) - $3,726,757 (30,034) $3,759,462 208,709 11,796 (8,403) 82,727 (6,294) 18,611 19,223 $3,490,057 $3,300,750 26,231 234,940 (11,796) - 8,403 71,661 (7,080) - 12,219 $236,700 - 154,388 (13,374) 18,611 31,442 $3,726,757 The IFRS value of rental properties is determined using the discounted cash flow method, whereby the income and expenses are projected over the anticipated term of the investment and combined with a terminal value, all of which is discounted using an appropriate discount rate. The IFRS value of properties under development is measured using both a comparable sales method and a discounted cash flow method, net of costs to complete, as of the balance sheet date. Management verifies all major inputs to the valuations and reviews the results with the independent appraiser. Management also analyses the changes in IFRS values at the end of each reporting period during the quarterly valuation discussions with the independent appraiser. In valuing our portfolio as at March 31, 2015, the appraiser used a range of capitalization rates ranging from 4.0% to 8.3%, the high-point being the capitalization rate associated with our property at 6300 Avenue du Parc. The portfolio weighted average cap rate was 6.2%. MARCH 31, 2015 DECEMBER 31, 2014 WEIGHTED AVERAGE % RANGE % WEIGHTED AVERAGE % RANGE % Central Region 4.75% - 7.50% 6.3% 4.75% - 7.50% 6.3% Eastern Region 5.75% - 8.25% 6.2% 5.75% - 8.25% 6.2% Western Region 4.75% - 7.50% 6.0% 4.75% - 7.50% 6.0% Total (excl. PUD) 4.75% - 8.25% 6.2% 4.75% - 8.25% 6.2% PUD 4.00% - 7.75% 6.7% 5.50% - 7.75% 6.7% Total portfolio 4.00% - 8.25% 6.2% 4.75% - 8.25% 6.3% RENTAL PROPERTIES Allied’s rental portfolio was built by consolidating the ownership in major Canadian cities of urban office properties with three distinct attributes—proximity to the core, distinctive internal and external environments and lower occupancy costs than conventional office towers. Scale within each city proved to be very important as Allied grew. It enabled Allied to provide its tenants with greater expansion flexibility, more parking and better telecom and IT capacity than its direct competitors. Scale across the country also proved to be important. It enabled Allied to serve national and global tenants better, to expand its growth opportunities and to achieve meaningful geographic diversification. TOP-10 RENTAL PROPERTIES Allied’s rental portfolio comprises of 123 rental properties consisting of 9.5 million square feet of GLA. The top 10 rental properties, measured by NOI, are identified in the following table: PRINCIPAL TENANTS BY NOI IFRS VALUE LQA NOI CAP RATE 151 Front West, Toronto 335,250 26,588 7.93% Allstream, Bell, Cologix, Equinix Cité Multimédia, Montréal 304,220 18,088 5.95% Desjardins, Morgan Stanley, Resolute The Chambers, Ottawa 119,420 9,072 7.60% National Capital Commission 555 Richmond West, Toronto 104,250 6,048 5.80% Sentinelle Medical Vintage I & II, Calgary 105,440 5,380 5.10% Royal & Sun Alliance Boardwalk Revillion, Edmonton 79,620 5,176 6.50% Edmonton Public School Board The Tannery, Kitchener 70,600 4,176 5.92% Desire 2 Learn, Google 500-522 King Street, Toronto 68,950 3,860 5.60% eBay QRC East, Toronto 71,250 3,812 5.35% Key Media, Publicis 44,070 3,560 8.08% Ubisoft 1,303,070 85,760 6.58% 5505 Saint-Laurent, Montréal Total The IFRS value for each rental property is the value assigned to it for the purposes of Allied’s condensed consolidated financial statements for the period ended March 31, 2015. The capitalization rate for each rental property is the rate used in determining the IFRS value assigned to it for the purposes of our condensed consolidated financial statements for the period ended March 31, 2015. Last Quarter Annualized (“LQA”) NOI from top 10 rental properties represented approximately 40.5% of our total NOI in the period ended March 31, 2015. RENTAL PROPERTIES UNDERGOING INTENSIFICATION APPROVAL One way Allied creates value is by intensifying the use of underutilized land. The land beneath the buildings in Toronto is significantly underutilized in relation to the existing zoning potential. This is also true of some of Allied’s buildings in Kitchener, Montréal, Calgary and Vancouver. These opportunities are becoming more compelling as the urban areas of Canada’s major cities intensify. Because Allied has captured the unutilized land value at a low cost, it can achieve attractive risk-adjusted returns on intensification. Allied has initiated the intensification approval process for eight rental properties in Toronto, four of which Allied owns in their entirety and the remaining four co-owned with partners. These properties are identified in the following table. APPROVAL STATUS ESTIMATED GLA USE ESTIMATED COMPLETION Union Centre Rezoning completed Office, limited retail 1,129,000 2020-2025 QRC West, Phase II Rezoning completed Office, retail 74,000 2019 King & Peter Rezoning completed Office, limited retail 790,000 2020-2025 King & Spadina Rezoning completed Office, limited retail 300,000 2020-2025 College & Manning (1) Rezoning completed Office, limited retail, residential 62,500 2020 In rezoning Office, retail, residential 200,000 2019 Rezoning completed Office, limited retail, residential 150,000 2015 In rezoning Office, retail, residential 1,240,000 2022-2025 King & Portland (2) 57 Spadina (3) The Well (4) Total 3,945,500 (1) Equal two-way co-ownership with RioCan, total estimated GLA is 125,000 square feet (2) Equal two-way co-ownership with RioCan, total estimated GLA is 400,000 square feet (3) Equal two-way co-ownership with Diamond, total estimated GLA is 300,000 square feet (4) 40/40/20 co-ownership with RioCan and Diamond, total estimated GLA is 3,100,000 square feet Estimated GLA is the estimated total amount of gross leasable area in the intensification property based on applicable standards of area measurement and the expected or actual outcome of re-zoning. The following table sets out the IFRS value and NOI of the rental properties identified in the preceding table, as at March 31, 2015, as well as the current funding obligations in relation to design for zoning approval costs associated with those properties. (In thousands) IFRS VALUE Union Centre 82,000 LQA NOI 572 ESTIMATED DESIGNAPPROVAL COST 2,500 FUNDED TO BE FUNDED 2,490 10 QRC West, Phase II 28,330 1,292 750 750 - King & Peter 33,480 1,408 700 700 - King & Spadina 20,630 1,148 1,150 1,140 10 College & Manning (1) 11,845 656 500 500 - King & Portland (1) 23,140 684 500 490 10 6,730 1,704 475 475 - 70,800 1,112 4,681 3,608 1,073 57 Spadina (1) The Well (1) Total 276,9558,576 11,256 10,153 1,103 (1) These properties are co-ownerships, reflected in the table at Allied’s ownership percentage of assets and liabilities These properties are currently generating NOI and will continue to do so until Allied initiates construction. All properties other than Union Centre and The Well are valued in relation to their current NOI or their current potential NOI. Union Centre is valued in relation to the approved density on the site, and The Well is valued in relation to the anticipated density on the site. With respect to the ultimate intensification of these properties, a significant amount of pre-leasing will be required before construction commences. The design-approval costs have been, and will continue to be, funded with cash-on-hand. DEVELOPMENT PROPERTIES Development is another way to create value and a particularly effective one for Allied, given the strategic positioning of its portfolio in the urban areas of Canada’s major cities. Urban intensification is the single most important trend in relation to Allied’s business. Not only does it anchor Allied’s investment and operating focus, it provides the context within which Allied creates value for its unitholders. The pace of urban intensification is accelerating. Residential structures are moving inexorably upward, office structures are moving well beyond traditional boundaries and retailers are accepting new and different spatial configurations, all in an effort to exploit opportunity while accommodating the physical constraints of the inner-city. It has even reached a point where the migration to the suburbs that started in the 1950s is reversing itself. What was identified a few years back as an incipient trend has become a reasonably widespread reverse migration, with office tenants returning to the inner city to capture the ever more concentrated talent pools. It is expected that development activity will become a more important component of Allied’s growth as projects are completed. The expectation is largely contingent upon completing the development projects in the manner contemplated. The most important factor affecting completion will be successful lease-up of space in the development portfolio. The material assumption made in formulating the statement is that the office leasing market in the relevant markets remains stable. Pursuant to Allied’s Declaration, the cost of Properties Under Development cannot exceed 15% of Gross Book Value. (At the end of the March 31, 2015, the cost of Allied’s Properties Under Development was 7.5% of Gross Book Value.) This self-imposed limitation is intended to align the magnitude of Allied’s development activity with the overall size of the business. Properties Under Development consist of properties purchased with the intention of being developed before being operated and properties transferred from the rental portfolio once activities changing the condition or state of the property, such as the de-leasing process, commence. Allied currently has the following eleven Properties Under Development. USE ESTIMATED GLA (SF) GLA LEASED % Office 502,713 63.0% Office, limited retail 350,000 95.0% 460 King West Office, retail 20,000 100.0% 250 Front West Telecom and IT 178,000 86.0% Office, retail 13,200 0.0% Office 45,000 100.0% TELUS Sky (1) Office, residential 223,000 21.0% Duncan & Adelaide (1) Office, residential 200,000 0.0% Office, retail 53,000 0.0% 138 Portage East Office 36,334 0.0% 8-10 Bastion Office 32,485 18.0% 5445 de Gaspé QRC West, Phase I 485 King West The Breithaupt Block, Phase II (1) College & Palmerston (1) Total 1,653,732 (1) These properties are co-ownerships, reflected in the table at Allied’s ownership percentage of assets and liabilities The following table sets out the IFRS value of Allied’s Properties Under Development, as at March 31, 2015, as well as management’s estimates with respect to the financial outcome on completion. (In thousands except for ROI) TRANSFER TO RENTAL PORTFOLIO 5445 de Gaspé Q2 2015 43,960 1,555 3,800 60,800 6.2% 10,300 QRC West, Phase I Q2 2015 144,261 545 11,000 115,000 9.6% 6,100 IFRS VALUE LQA NOI ESTIMATED ANNUAL NOI ESTIMATED TOTAL COST ESTIMATED ROI ESTIMATED COST TO COMPLETE 460 King West Q3 2015 17,135 39 850 18,500 4.6% 500 250 Front West Q4 2015 182,907 12,760 20,000 90,000 22.2% 59,300 485 King West Q1 2016 8,000 - 500 10,600 4.7% 2,100 The Breithaupt Block, Phase II (1) Q4 2016 7,191 - 1,170 15,180 7.7% 8,300 TELUS Sky (1) Q3 2017 12,960 - 10,000 133,000 7.5% 117,400 Duncan & Adelaide (1) Q4 2018 22,650 488 College & Palmerston (1) Q4 2018 3,850 - 138 Portage East TBD 2,978 940 TBD TBD - TBD 8-10 Bastion TBD 8,506 68 TBD TBD - TBD 454,398 16,395 Total TBD 475 47,795 TBD 9,800 452,880 (1) These properties are co-ownerships, reflected in the table at Allied’s ownership percentage of assets and liabilities - 4.8% 10.6% TBD 5,800 209,800 The IFRS value of Properties Under Development is measured using both a comparable sales method and a discounted cash flow method, net of costs to complete, as of the balance sheet date. 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 the 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 borrowings specific to the project, where relevant, and otherwise by applying a weighted average cost of borrowings to eligible expenditures after adjusting for borrowings associated with other specific developments. Practical completion is when the property is capable of operating in the manner intended by Management. Generally this occurs upon completion of construction and receipt of all necessary occupancy and other material permits. Estimated annual NOI is Management’s estimate of the amount of annual NOI the Properties Under Development will generate on reaching 90% economic occupancy. The most important factor affecting estimated annual NOI will be successful leaseup of vacant space in the development properties at current levels of net rent per square foot. The material assumption made in formulating the statement is that the office leasing market in the relevant markets remains stable. Estimated total cost includes acquisition cost, estimated total construction and financing costs. The material assumption made in formulating the estimated total cost is that construction and financing costs remain stable for the remainder of the development period. Estimated ROI is the estimated annual NOI as a percentage of the estimated total cost. Estimated completion cost is the difference between the estimated total cost and the costs incurred to date. SECTION IV —Liquidity and Capital Resources Allied’s liquidity and capital resources are used to fund capital investments including development activity, leasing costs, financing expenses and distributions to unitholders. The primary source of liquidity is net operating income generated from rental properties, which is dependent on rental and occupancy rates, the structure of lease agreements, leasing costs, and the rate and amount of capital investment and development activity, among other variables. Allied has financed its operations through the use of equity, mortgage debt secured by rental properties, construction loans, secured short-term debt financing and most recently an unsecured operating line. Conservative financial management has been consistently applied through the use of long term, fixed rate, debt financing. Allied’s objective is to maximize financial flexibility while continuing to strengthen the balance sheet. We will achieve this by accessing the unsecured debenture market and grow our pool of unencumbered assets, which totals $1.1 billion as at March 31, 2015. DEBT Total debt and net debt are non-IFRS financial measures and do not have any standard meaning prescribed by IFRS. As computed by Allied, total debt and net debt may differ from similar computations reported by other Canadian real estate investment trusts and, accordingly, may not be comparable to similar computations reported by such organizations. Management considers total debt and net debt to be useful measures for evaluating debt levels and interest coverage. The following illustrates the calculation of total debt and net debt as at March 31, 2015 and December 31, 2014. MARCH 31, 2015 Mortgages payable Construction loans payable Unsecured revolving operating facility Secured operating facility DECEMBER 31, 2014 $1,248,679 $1,274,857 13,814 54,210 77,000 - - Total debt $1,339,493 Less cash and cash equivalents Net debt 24,336 $1,353,403 8,902 5,260 $1,330,591 $1,348,143 MORTGAGES PAYABLE Mortgages payable as at March 31, 2015, consisted of mortgage debt of $1,248,679. The following sets out the maturity schedule of Allied’s mortgage debt and the weighted average interest rate on the maturing mortgages. PERIODIC PRINCIPAL PAYMENTS BALANCE DUE AT MATURITY 2015 27,931 46,942 74,873 6.0% 5.3% 2016 35,883 66,511 102,394 8.2% 5.1% 2017 33,845 127,314 161,159 12.8% 3.9% 2018 32,889 56,900 89,789 7.2% 5.4% 2019 30,019 142,360 172,379 13.7% 6.0% 2020 23,991 4,456 28,447 2.3% 5.2% 2021 23,069 104,344 127,413 10.1% 4.2% 2022 19,210 73,683 92,893 7.4% 4.2% 2023 16,008 220,957 236,965 18.9% 4.7% 2024 3,011 165,326 168,337 13.4% 4.3% 245,856 1,008,793 1,254,649 100.0% 4.7% Net premium on assumed mortgages 704 Financing costs TOTAL PRINCIPAL (6,674) 1,248,679 % TOTAL PRINCIPAL WA INTEREST RATE TOTAL PRINCIPAL DUE AT MATURITY WA INTEREST RATE 6.0% $300 $250 6.0% 5.4% 5.5% $237.0 5.3% 5.2% 5.1% MILLIONS $200 5.0% 4.7% $172.4 $161.2 $150 $127.4 $102.4 3.9% $100 4.2% $89.8 $168.3 4.3% 4.5% 4.2% $92.9 4.0% $74.9 $50 3.5% $28.4 $0 3.0% 2015 6.0% 2016 8.2% 2017 12.8% 2018 7.2% 2019 13.7% 2020 2.3% 2021 10.1% 2022 7.4% 2023 2024 18.9% 13.4% PERCENTAGE OF TOTAL PRINCIPAL Interest rates on mortgage debt are between 2.0% and 6.9%, resulting in a weighted average interest rate of 4.7% (December 31, 2014 - 4.8%). The weighted average term of the mortgage debt is 6.1 years (December 31, 2014 - 6.2 years). Each individual mortgage loan is secured by a mortgage registered on title of a rental property and by security agreements covering assignment of rents and personal property with respect to such property. CONSTRUCTION LOANS PAYABLE Allied has provided its guarantee (limited to 50%) to a Canadian chartered bank to support a $45,700 construction lending facility to assist with the financing of construction costs associated with a property under development in which Allied has a 50% joint arrangement interest. The loan matures on December 31, 2015, and bears interest at bank prime plus 80 basis points or bankers’ acceptance rate plus 180 basis points. The balance outstanding under the facility as at March 31, 2015, was $27,628, of which $13,814 was Allied’s loan obligation. The balance outstanding under the facility as at December 31, 2014, was $24,220, of which $12,110 was Allied’s loan obligation. In May 2013, Allied secured a construction facility from a group of Canadian chartered banks (the “Lenders”) to fund project construction costs for the development at 134 Peter Street, Toronto, Ontario. In February 2015, Allied repaid the construction facility. At December 31, 2014 there was $42,100 outstanding on the construction facility. UNSECURED REVOLVING OPERATING LINE During the quarter, Allied obtained an unsecured revolving operating facility (“Unsecured Facility”) of $200,000. The Unsecured Facility had a balance of $77,000 outstanding at March 31, 2015. The Unsecured Facility bears interest at bank prime plus 70 basis points or bankers’ acceptance plus 170 basis points and matures on January 18, 2018. The Unsecured Facility contains a $100,000 accordion feature, allowing Allied to increase the amount available under the facility to $300,000. The Unsecured Facility replaced the $100,000 secured operating facility which had a balance of $24,336 outstanding at December 31, 2014. The Unsecured Facility contains numerous financial covenants. Failure to comply with the covenants could result in a default, which, if not waived or cured, could result in adverse financial consequences. The covenants as they relate to the Unsecured Facility are as follows: COVENANT REQUIREMENT ACTUAL Debt maintenance ratio < 60% 33.6% Secured indebtedness ratio < 45% 31.6% Debt service coverage ratio > 1.50x 2.3x Equity maintenance $1,250,000 plus 75% of future equity issuances Unencumbered property assets ratio Maximum distribution payout ratio $2,389,024 > 1.40x 14.30x Max 100% of FFO on 8 consecutive quarters basis 68% As of March 31, 2015, Allied was in compliance with the terms and covenants of the Unsecured Facility. In addition to the Unsecured Facility, Allied monitors a number of other financial ratios such as net debt to EBITDA, total debt as a percentage of investment properties and interest expense as a multiple of EBITDA. These ratios are presented in Section I—Overview. UNITHOLDERS’ EQUITY Allied’s change in unit equity for the period is summarized in the table below: Units beginning of the period Units issued pursuant to offering on February 2, 2015 UNITS VALUE 75,068,912 1,623,448 2,213,750 86,336 Units issued under the Distribution Reinvestment Plan 194,299 7,201 Units issued under the Unit Option Plan 103,725 2,498 77,580,686 1,719,483 Units end of period The table below represents weighted average units outstanding: MARCH 31, 2015 Weighted average - basic Unit option plan Long-term incentive plan Weighted average - diluted MARCH 31, 2014 76,598,961 68,708,914 202,500 370,266 17,000 37,000 76,818,461 69,116,180 Allied adopted a Unit Option Plan at the time of its IPO. In May of 2004, Allied adopted a long-term incentive plan (“LTIP”) whereby its trustees and officers (“Participants”) may from time to time, at the discretion of the trustees and subject to regulatory approval, subscribe for units at a market price established in accordance with the provisions of the LTIP. The price for the units is payable as to 5% upon issuance and as to the balance (“LTIP Loan”) over 10 years with interest on the LTIP Loan at an annual rate established in accordance with the provisions of the LTIP. The units issued pursuant to the LTIP are registered in the name of a Custodian on behalf of the Participants who are the beneficial owners. The units are pledged to Allied as security for payment of the LTIP Loan, and all distributions paid on the units are forwarded by the Custodian to Allied and applied first on account of interest on the LTIP Loan and then to reduce the outstanding balance of the LTIP Loan. In May of 2010, Allied amended the Unit Option Plan and the LTIP to limit the number of units authorized for issuance under the Unit Option Plan, the LTIP or any other equity compensation plan to 8.1% of the issued and outstanding units from time to time. At March 31, 2015, and the date hereof, Allied had options to purchase 938,736 units outstanding, of which 556,420 had vested, and 17,000 units issued under the LTIP. At December 31, 2014, Allied had options to purchase 778,889 units outstanding, of which 353,371 had vested, and 17,000 units issued under the LTIP. In April 2014, Allied adopted a new Unit Option Plan. The new plan has substantially the same terms as the previous plan, referred to above, with the exception that the maximum number of units issuable under the new plan and all other equity compensation plans of the REIT is 2,800,545, representing approximately 4.0% of the issued and outstanding units. In March of 2010, Allied adopted a restricted unit plan (the Restricted Unit Plan”), whereby restricted units (“Restricted Units”) are granted to certain key employees and trustees, at the discretion of the Trustees. The Restricted Units are purchased in the open market. Employees who are granted Restricted Units have the right to vote and to receive distributions from the date of the grant. The Restricted Units vest (in the sense that such Units are not subject to forfeiture) as to one-third on each of the three anniversaries following the date of the grant. Whether vested or not, without the specific authority of the Governance and Compensation Committee, the Restricted Units may not be sold, mortgaged or otherwise disposed of for a period of six years following the date of the grant. The Restricted Unit Plan contains provisions providing for the forfeiture within specified time periods of unvested Restricted Units in the event the employee’s employment is terminated. At March 31, 2015, Allied had 220,709 Restricted Units outstanding (December 31, 2014 – 178,755). DISTRIBUTIONS TO UNITHOLDERS Allied is focused on increasing distributions to its unitholders on a regular and prudent basis. During the first 12 months of operations, Allied made regular monthly distributions of $1.10 per unit on an annualized basis. Allied’s distribution increases since then are set out in the table below: MARCH 2005 MARCH 2006 MARCH 2007 $0.04 $0.04 $0.04 $0.04 $0.06 $0.04 $0.05 $0.05 % increase 3.6% 3.5% 3.4% 3.3% 4.8% 3.0% 3.7% 3.5% Annualized distribution per unit $1.14 $1.18 $1.22 $1.26 $1.32 $1.36 $1.41 $1.46 MARCH 2004 Annualized increase per unit MARCH DECEMBER DECEMBER DECEMBER 2008 2012 2013 2014 COMMITMENTS At March 31, 2015, Allied had future commitments as set out below: (In thousands) Building renovations and maintenance capital expenditures Revenue-enhancing capital MARCH 31, 2015 16,171 22,844 Expenses2,392 Conditional and unconditional acquisitions 8,040 Total49,447 SECTION V —Discussion of Operations The following sets out summary information and financial results for the quarter ended March 31, 2015, and the comparable quarter ended March 31, 2014. NET OPERATING INCOME NOI is a non-IFRS financial measure and should not be considered as an alternative to net income or net income and comprehensive income, cash flow from operating activities or any other measure prescribed under IFRS. NOI does not have any standardized meaning prescribed by IFRS. As computed by Allied, NOI may differ from similar computations reported by other Canadian real estate investment trusts and, accordingly, may not be comparable to similar computations reported by such organizations. Management considers NOI to be a useful measure of performance for rental properties. Over the past twelve months Allied’s real estate portfolio has grown through acquisitions and development activities which have positively contributed to the operating results for the quarter ended March 31, 2015, as compared to the same period in the prior year. NOI increased by $4,159 or 8.5% in the first quarter of 2015 compared to the same period in the prior year. The increase is primarily attributable to the lease up of additional space, rent increases on renewals and acquisitions. Q1 2015 Q1 2014 Revenue from rental properties 89,567 82,547 Rental property operating cost 38,588 34,793 Net rental income 50,979 47,754 3,044 2,268 Amortization of tenant improvements Step-rent adjustments (1,111) (1,269) NOI 52,912 48,753 Allied operates in 10 urban markets in Canada—Québec City, Montréal, Ottawa, Toronto, Kitchener, Winnipeg, Calgary, Edmonton, Vancouver and Victoria. For the purposes of analysing NOI, Allied groups Québec City with Montréal and Ottawa as Eastern Canada, Toronto with Kitchener as Central Canada and Winnipeg with Calgary, Edmonton, Vancouver and Victoria as Western Canada. The following sets out the NOI by region from the rental and development properties for the quarter and comparable quarter: Q1 2015 % OF NOI Eastern Canada 11,682 22.1% 12,708 26.1% Central Canada 31,655 59.8% 25,969 53.2% Western Canada NOI Q1 2014 % OF NOI 9,575 18.1% 10,076 20.7% 52,912 100.0% 48,753 100.0% CHANGE (1,026) % CHANGE (8.1%) 5,686 21.9% (501) (5.0%) 4,159 8.5% The 8.5% increase in NOI was the result of a 21.9% increase in Central Canada offset by NOI decrease resulting from turnover vacancy in Eastern and Western Canada. NOI by space type for the quarter and comparable quarter is set out in the following table: Q1 2015 $ Q1 2014 % $ CHANGE % $ % Office Space 34,644 65.5% 33,995 69.7% 649 1.9% Equipment (IT and Telecom) Space 10,056 19.0% 6,962 14.3% 3,094 44.4% Retail Space 5,723 10.8% 5,540 11.4% 183 3.3% Parking Space 2,489 4.7% 2,256 4.6% 233 10.3% 52,912 100.0% 48,753 100.0% 4,159 8.5% NOI The increase in NOI by space type was consistent compared to prior year with office space accounting for approximately 66.0% of Allied’s NOI. SAME-ASSET NOI Allied strives to maintain or increase same-asset NOI over time. Same-asset refers to those properties that Allied owned and operated for the entire period in question and for the same period in the prior year. Ignoring the step-rent revenue, same-asset NOI decreased by $1,985 or 4.2%. The decrease was primarily due to turnover vacancy in Eastern and Western Canada. Same-asset NOI by region is set out in the table below: Q1 2015 $ Q1 2014 % $ CHANGE % Eastern Canada 10,932 24.2% 12,151 25.7% Central Canada 25,559 56.4% 25,521 54.0% Western Canada NOI % $ (1,219) 38 (10.0%) 0.1% 8,772 19.4% 9,576 20.3% (804) (8.4%) 45,263 100.0% 47,248 100.0% (1,985) (4.2%) INTEREST EXPENSE Interest expense, including interest capitalized to Properties Under Development, during the three months ended March 31, 2015, totalled $13,184. The increase in interest expense of $112 for the quarter, over the comparable quarter in 2014 was primarily due to an increase in mortgages payable resulting from refinancing and acquisitions, offset by refinancing of existing mortgages and raising additional debt at lower rates. THREE MONTHS ENDED MARCH 31, 2015 Interest on debt Interest on finance lease - land leases Amortization, premium on assumed mortgages Amortization, deferred financing THREE MONTHS ENDED MARCH 31, 2014 $15,450 $14,869 814 795 49 (9) 340 311 $16,653 $15,966 Less: interest expense capitalized into investment properties (3,469) (2,894) Interest expense $13,184 $13,072 GENERAL AND ADMINISTRATIVE EXPENSES For the quarter ended March 31, 2015, general and administrative costs totalled $1,821. The increase of $88 compared to the same period in the prior year due to an increase in professional fees and office and general expenses, partially offset by a decrease in salaries and benefits. Q1 2015 Salaries and benefits Q1 2014 1,541 1,741 Professional and directors fees 465 394 Office and general expenses 333 230 2,339 2,365 Capitalized to development and acquisitions (518) (632) Total 1,821 1,733 NET INCOME AND COMPREHENSIVE INCOME Net income and comprehensive income for the quarter was ($3,629), as compared to $15,415 in the comparable quarter. Excluding the effect of IFRS value adjustments on investment properties and derivative instruments, net income was $34,324 compared to $31,327 in the same period in the prior year. An increase of $2,997 is primarily due to the increase in NOI from the lease up of additional space, rent increases on renewals and acquisitions. OTHER FINANCIAL PERFORMANCE MEASURES FUNDS FROM OPERATIONS (FFO) FFO is a non-IFRS financial measure used by most Canadian real estate investment trusts and should not be considered as an alternative to net income or comprehensive income, cash flow from operating activities or any other measure prescribed under IFRS. While FFO does not have any standardized meaning prescribed by IFRS, the Real Property Association of Canada (“REALpac”) established a standardized definition of FFO in its White Paper on Funds From Operations dated November 30, 2004 and subsequently revised April 2014. Essentially, the REALpac definition is net income with adjustments for non-cash and extraordinary items. Management believes that this definition is followed by most Canadian real estate investment trusts and that it is a useful measure of cash available for distributions. FFO for the three months ended March 31, 2015, totalled $39,418 or $0.51 per unit. In comparison to the same period in 2014, FFO increased by $4,408, primarily due to an increase in NOI of $4,159 and interest income of $171. To ensure Allied retains sufficient cash to meet capital improvement and leasing objectives, Allied strives to maintain an appropriate FFO pay-out ratio, the ratio of actual distributions to FFO in a given period. In the first quarter, our FFO pay-out ratio was 71.0%. ADJUSTED FUNDS FROM OPERATIONS (AFFO) AFFO is a non-IFRS financial measure used by most Canadian real estate investment trusts and should not be considered as an alternative to net income or comprehensive income, cash flow from operating activities or any other measure prescribed under IFRS. AFFO does not have any standardized meaning prescribed by IFRS. As computed by us, AFFO may differ from similar computations reported by other Canadian real estate investment trusts and, accordingly, may not be comparable to similar computations reported by such organizations. Management considers AFFO to be a useful measure of cash available for distributions. The principal advantage of AFFO is that it starts from the standardized definition of FFO and takes account of maintenance capital expenditures and regular leasing expenditures while ignoring the impact of non-cash revenue. Because maintenance capital expenditures and regular leasing expenditures are not incurred evenly throughout a fiscal year, there can be volatility in AFFO on a quarterly basis. AFFO for the three months ended March 31, 2015 totaled $35,293 or $0.46 per unit. In comparison to the same period in 2014, AFFO increased by $3,429. Excluding the effect of step-rent adjustments, the change in AFFO is primarily due to an increase in NOI of $4,159 and interest income of $171, offset by higher leasing costs of $1,179. AFFO per unit did not change from the same period in the prior year of $0.46 which was due to units issued since Q1 2014, resulting in dilution on a per unit basis. To ensure Allied retains sufficient cash to meet capital improvement and leasing objectives, Allied strives to maintain an appropriate AFFO pay-out ratio, the ratio of actual distributions to AFFO in a given period. In the first quarter, our AFFO pay-out ratio was 79.3%. RECONCILIATION OF FFO AND AFFO Q1 2015 Q1 2014 CHANGE Net income and comprehensive income (3,629) 15,415 (19,044) Loss resulting from change in fair value in investment properties 30,092 11,939 18,153 7,861 3,973 3,888 460 - 460 Loss resulting from derivative instruments Incremental leasing costs Amortization of leasing costs and tenant improvements 4,634 3,683 951 FFO 39,418 35,010 4,408 Step-rent adjustments (1,111) (1,269) Incremental leasing costs (460) Regular leasing expenditures Maintenance capital expenditures AFFO - 158 (460) (2,517) (1,798) (719) (37) (79) 42 35,293 31,864 3,429 Q1 2015 Per Unit - basic Q1 2014 CHANGE FFO 0.51 0.51 - AFFO 0.47 0.47 - FFO 0.51 0.51 - AFFO 0.46 0.46 - Per Unit - diluted Payout Ratio FFO 71.0%69.4% 1.6% AFFO 79.3%76.2% 3.1% CAPITAL EXPENDITURES Our portfolio requires ongoing maintenance capital expenditures and leasing expenditures. Leasing expenditures include the cost of in-suite or base-building improvements made in connection with the leasing of vacant space or the renewal or replacement of tenants occupying space covered by maturing leases, as well as improvement allowances and commissions paid in connection with the leasing of vacant space and the renewal or replacement of tenants occupying space covered by maturing leases. Allied strives to maintain its properties in top physical condition. The first quarter is historically a one of the lowest capital expenditures due to poor weather conditions. In the quarter, Allied incurred (i) $37 in regular maintenance capital expenditures and (ii) $2,517 in leasing expenditures, $10.02 per leased square foot, on the high end of the historical range of $7 to $10, in connection with new leases or lease-renewals for 251,091 square feet of GLA that commenced in the quarter. MARCH 31, 2015 MARCH 31, 2014 Leasing expenditures 2,517 1,798 Leasing expenditures per leased square foot 10.02 4.82 37 79 - 0.01 Maintenance capital expenditures Maintenance capital expenditures per portfolio square foot SECTION VI —Quarterly History The following sets out summary information and financial results for the eight most recently completed fiscal quarters. Rental revenue from investment properties Property operating cost Net rental income Q1 2015 Q4 2014 Q3 2014 89,567 88,685 85,836 (38,588) (36,996) 50,979 51,689 Distributions 71,371 FFO per unit (diluted) $0.51 $0.54 $0.54 FFO pay-out ratio 71.0% 66.3% 65.6% AFFO 35,293 69,116 68,830 68,590 35,010 23,196 34,796 34,441 $0.51 $0.51 $0.50 $0.48 67.7% 67.3% 70.4% 29,506 29,872 $0.46 $0.48 $0.43 $0.46 $0.43 $0.44 $0.43 77.9% 73.5% 82.0% 76.2% 79.8% 77.7% 80.3% 3,759,462 3,726,757 3,625,043 3,456,310 3,381,968 3,300,750 3,213,451 3,121,467 Total debt 1,339,493 1,359,461 1,332,052 1,353,948 1,264,399 1,216,966 1,197,354 1,093,854 Total debt as a % of investment properties 35.6% Total rental GLA Leased rental GLA % leased 36.5% 9,501 8,681 91.4% 36.7% 9,501 8,742 92.0% 39.2% 9,527 37.4% 9,201 8,726 8,358 91.6% 90.8% 9,139 8,319 91.0% 36.9% Investment properties 28,809 $0.46 79.3% 32,860 AFFO pay-out ratio AFFO per unit (diluted) 23,130 69.4% 31,864 68,449 $0.51 29,886 85,368 23,557 34,161 54,752 24,281 43,353 69.5% 34,286 45,426 (30,067) 35,273 73,420 38,229 76,954 72,242 24,498 40,274 46,596 69,670 Q2 2013 15,415 25,093 39,418 47,754 18,654 26,716 FFO 48,111 81,353 Q3 2013 (34,757) (31,528) 27,981 82,547 (34,793) 75,051 Q4 2013 35,272 76,818 80,638 82,437 Weighted average units (diluted) 51,228 (3,629) Q1 2014 (34,608) (32,527) Net income and comprehensive income Q2 2014 37.3% 8,928 8,209 91.9% 35.0% 8,764 8,128 92.7% 8,615 7,922 92.0% Factors that cause variation from quarter to quarter include but are not limited to our occupancy, cost of capital, sameasset NOI, acquisition activity, leasing expenditures and maintenance capital expenditures. SECTION VII —Accounting SIGNIFICANT ACCOUNTING ESTIMATES In preparing Allied’s condensed consolidated financial statements and accompanying notes, it is necessary for management to make estimates, assumptions and judgments that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses during the period. The significant items requiring estimates are discussed in Allied’s condensed consolidated financial statements for the three months ended March 31, 2015 and the notes contained therein. ACCOUNTING POLICIES Accounting policies are discussed in Allied’s audited consolidated financial statements for the year ended December 31, 2014 and the notes contained therein. Accounting policies changes adopted during the first quarter of 2015 are discussed in the unaudited condensed consolidated financial statements for the three months ended March 31, 2015 and the notes contained therein. SECTION VIII —Discloure Controls and Internal Controls Management maintains appropriate information systems, procedures and controls to ensure that information that is publicly disclosed is complete, reliable and timely. The Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) of the REIT, along with the assistance of senior management, have designed disclosure controls and procedures to provide reasonable assurance that material information relating to the REIT is made known to the CEO and CFO, and have designed internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with IFRS. No changes were made in Allied’s design of internal controls over financial reporting during the period ended March 31, 2015, which have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. It should be noted that a control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance of control issues, including whether instances of fraud, if any, have been detected. These inherent limitations include, among other items: (i) that Management’s assumptions and judgments could ultimately prove to be incorrect under varying conditions and circumstances; (ii) the impact of any undetected errors; and (iii) that controls may be circumvented by the unauthorized acts of individuals, by collusion of two or more people, or by management override. SECTION IX —Risks and Uncertainties There are certain risk factors inherent in the investment and ownership of real estate. Real estate investments are capital intensive, and success from real estate investments depends upon maintaining occupancy levels and rental income flows to generate acceptable returns. These success factors are dependent on general economic conditions and local real estate markets, demand for leased premises and competition from other available properties. Allied’s portfolio is focused on a particular asset class in 10 metropolitan real estate markets in Canada. This focus enables Management to capitalize on certain economies of scale and competitive advantages that would not otherwise be available. FINANCING AND INTEREST RATE RISK Allied is subject to risk associated with debt financing. The availability of debt to re-finance existing and maturing loans and the cost of servicing such debt will influence our success. In order to minimize risk associated with debt financing, Allied strives to re-finance maturing loans with long-term fixed-rate debt and to stagger the maturities over time. Interest rates on mortgage debt are between 2.0% and 6.9% with a weighted average interest rate of 4.7%. The weighted average term of our mortgage debt is 6.1 years. TENANT CREDIT RISK Allied is subject to credit risk arising from the possibility that tenants may not be able to fulfill their lease obligations. Allied strives to mitigate this risk by maintaining a diversified tenant-mix and limiting exposure to any single tenant. LEASE ROLL-OVER RISK Allied is subject to lease roll-over risk. Lease roll-over risk arises from the possibility that Allied may experience difficulty renewing or replacing tenants occupying space covered by leases that mature. Allied strives to stagger its lease maturity schedule so that it is not faced with a disproportionately large level of lease maturities in a given year. In evaluating our lease roll-over risk, it is informative to determine our sensitivity to a decline in occupancy. For every full-year decline of 100 basis points in occupancy at our average rental rate per square foot, our annual AFFO would decline by approximately $3,591 (approximately five cents per unit). The decline in AFFO per unit would be more pronounced if the decline in occupancy involved space leased above our average rental rate per square foot and less pronounced if the decline in occupancy involved space leased below our average rental rate per square foot. ENVIRONMENTAL RISK As an owner of real estate, Allied is subject to various federal, provincial and municipal laws relating to environmental matters. Such laws provide that Allied could be liable for the costs of removal of certain hazardous substances and remediation of certain hazardous locations. The failure to remove or remediate such substances or locations, if any, could adversely affect Allied’s ability to sell such real estate or to borrow using such real estate as collateral and could potentially also result in claims against Allied. Allied is not aware of any material non-compliance with environmental laws at any of the properties in its portfolio. Allied is also not aware of any pending or threatened investigations or actions by environmental regulatory authorities in connection with any of the properties in its portfolio or any pending or threatened claims relating to environmental conditions at the properties in its portfolio. DEVELOPMENT RISK As an owner of Properties Under Development, Allied is subject to development risks, such as construction delays, cost over-runs and the failure of tenants to take occupancy and pay rent in accordance with lease arrangements. In connection with all Properties Under Development, Allied incurs development costs prior to (and in anticipation of) achieving a stabilized level of rental revenue. In the case of the development of ancillary or surplus land, these risks are managed in most cases by not commencing construction until a satisfactory level of pre-leasing is achieved. Overall, these risks are managed through Allied’s Declaration, which states that the cost of development cannot exceed 15% of Gross Book Value. TAXATION RISK On June 22, 2007, rules changing the manner in which trusts are taxed were proclaimed into force. Trusts that meet the REIT exemption are not subject to these rules. The determination as to whether Allied qualifies for the REIT exemption in a particular taxation year can only be made with certainty at the end of that taxation year. While there can be no assurance in this regard, due to uncertainty surrounding the interpretation of the relevant provisions of the REIT exemption, Allied expects that it will qualify for the REIT exemption. JOINT VENTURE RISK Allied has entered into various joint ventures and partnerships with different entities. If these joint ventures or partnerships do not perform as expected or default on financial obligations, Allied has an associated risk. Allied reduces this risk by seeking to negotiate contractual rights upon default, by entering into agreements with financially stable partners and by working with partners who have a successful record of completing development projects. SECTION X —Property Table MARCH 31, 2015 PROPERTIES 32 Atlantic 47 Jefferson OFFICE GLA 50,434 RETAIL TOTAL %TOTAL OFFICE GLA GLA GLA VACANT - 50,434 RETAIL VACANT - - TOTAL LEASED LEASED % 50,434 100.0% 6,884 - 6,884 - - 6,884 100.0% 104,018 7,738 111,756 33,096 - 78,660 70.4% College & Manning JV (1) 28,250 4,270 32,520 5,457 - 27,063 83.2% The Castle 134,781 34,323 169,104 3,480 - 165,624 97.9% King West 905 King W 324,367 46,331 370,698 42,033 - 328,665 88.7% 141 Bathurst 10,281 - 10,281 - - 10,281 100.0% 159-161 Bathurst 4,000 - 4,000 - - 4,000 100.0% 27,358 5,600 32,958 2,382 - 30,576 92.8% 183 Bathurst 241 Spadina 3.9% 25,112 6,586 31,698 - - 31,698 100.0% 379 Adelaide W 36,249 2,700 38,949 - - 38,949 100.0% 383 Adelaide W 7,790 - 7,790 - - 7,790 100.0% 33,813 3,137 36,950 - - 36,950 100.0% 420 Wellington W 425 Adelaide W 76,196 4,104 80,300 1,789 - 78,511 97.8% 425-439 King W 84,513 12,071 96,584 - - 96,584 100.0% 441-443 King W 8,320 3,065 11,385 - - 11,385 100.0% 445-455 King W 30,102 22,335 52,437 - - 52,437 100.0% 468 King W 65,027 - 65,027 - - 65,027 100.0% 469 King W 68,255 10,500 78,755 - - 78,755 100.0% - 3,276 3,276 - - 3,276 100.0% 489 King W 21,421 4,850 26,271 - - 26,271 100.0% 495 King W 10,876 - 10,876 - - 10,876 100.0% 499 King W - 8,400 8,400 - - 8,400 100.0% 478 King W (2) MARCH 31, 2015 PROPERTIES OFFICE GLA RETAIL TOTAL %TOTAL OFFICE GLA GLA GLA VACANT RETAIL VACANT TOTAL LEASED LEASED % 500-522 King W 83,980 43,336 127,316 - - 127,316 100.0% 544 King W 17,006 - 17,006 - - 17,006 100.0% 256,318 39,966 296,284 6,140 6,768 283,376 95.6% 8,084 8,566 16,650 - - 16,650 100.0% 28,866 - 28,866 - - 28,866 100.0% - 2,000 2,000 - - 2,000 100.0% 555 Richmond W 57 Spadina (3) 579 Richmond W 589-591 Richmond W 662 King W 30,773 2,126 32,899 - - 32,899 100.0% 80-82 Spadina 56,973 16,009 72,982 - - 72,982 100.0% 96 Spadina 82,158 9,861 92,019 2,099 - 89,920 97.7% The Well JV (4) 98,611 2,573 101,184 - - 101,184 100.0% King & Portland JV (1) 27,361 15,274 42,635 1,199,443 226,335 1,425,778 1,913 250 40,472 94.9% 14,323 7,018 1,404,437 98.5% 15,443 - 15,443 - - 15,443 100.0% 151 Front 266,354 6,000 272,354 4,018 - 268,336 98.5% 179 John 68,968 185 Spadina 55,814 - 68,968 - - 68,968 100.0% - 55,814 - - 55,814 100.0% 200 Adelaide W 28,024 - 28,024 - - 28,024 100.0% 208-210 Adelaide W 12,422 - 12,422 - - 12,422 100.0% 217-225 Richmond W 32,598 23,699 56,297 3,220 - 53,077 94.3% 257 Adelaide W 46,350 - 46,350 - - 46,350 100.0% 312 Adelaide W 65,554 5,665 71,219 - - 71,219 100.0% 331-333 Adelaide W 20,503 3,210 23,713 - - 23,713 100.0% 358-360 Adelaide W 53,430 - 53,430 - - 53,430 100.0% 375-381 Queen W 23,891 10,648 34,539 - - 34,539 100.0% 388 King W 28,954 15,012 43,966 - - 43,966 100.0% 82 Peter 39,422 8,287 47,709 16,096 - 31,613 66.3% 99 Spadina 39,531 11,392 50,923 - - 50,923 100.0% Union Center 11,952 29,239 41,191 - - 41,191 100.0% 809,210 113,152 922,362 23,334 - 899,028 97.5% 34,349 16,318 50,667 - - 50,667 100.0% King West Central 116 Simcoe Entertainment District 193 Yonge 15.0% 9.7% Downtown 34,349 16,318 50,667 - - 50,667 100.0% 106 Front E 24,844 10,195 35,039 2,268 - 32,771 93.5% 35-39 Front E 31,952 17,850 49,802 8,040 - 41,762 83.9% 36-40 Wellington E 16,662 9,550 26,212 - - 26,212 100.0% 41-45 Front E 24,894 19,965 44,859 20,958 - 23,901 53.3% 45-55 Colborne 28,362 14,934 43,296 1,458 - 41,838 96.6% 9,320 10,441 19,761 - - 19,761 100.0% 49 Front E 0.5% MARCH 31, 2015 PROPERTIES 50 Wellington E 60 Adelaide E 184 Front E OFFICE GLA RETAIL TOTAL %TOTAL OFFICE GLA GLA GLA VACANT 32,915 - - 32,915 100.0% 106,054 4,695 110,749 23,507 - 87,242 78.8% 6,489 87,072 105,168 449,705 9,686 1,325 11,011 125,903 2,699 230 Richmond E 73,767 252-264 Adelaide E 47,676 489 Queen E 70 Richmond 204-214 King E Dominion Square LEASED % 11,049 80,583 145 Berkeley TOTAL LEASED 21,866 344,537 St. Lawrence Market RETAIL VACANT 5,904 - 81,168 93.2% 62,135 - 387,570 86.2% - - 11,011 100.0% 128,602 - - 128,602 100.0% - 73,767 - - 73,767 100.0% - 47,676 723 - 46,953 98.5% 29,889 2,737 32,626 - - 32,626 100.0% 35,118 - 35,118 - - 35,118 100.0% 4.7% 71,199 38,050 109,249 12,585 - 96,664 88.5% QRC East 183,811 35,349 219,160 - - 219,160 100.0% QRC South 43,403 - 43,403 7,937 - 35,466 81.7% 620,452 80,160 700,612 7.4% 21,245 - 679,367 97.0% 587,464 3,919,822 41.3% Queen Richmond Total Toronto 163,070 7,018 3,749,734 95.7% 3575 Saint-Laurent 3,332,358 167,377 18,400 185,777 14,216 - 171,561 92.3% 400 Atlantic 88,628 292 88,920 20,238 - 68,682 77.2% 425 Viger W 205,201 820 206,021 - - 206,021 100.0% 4446 Saint-Laurent 73,280 7,418 80,698 4,642 3,725 72,331 89.6% 451-481 Saint-Catherine 22,480 8,475 30,955 6,382 1,691 22,882 73.9% 5455 Gaspé 510,152 750 510,902 198,502 - 312,400 61.1% 5505 Saint-Laurent 252,452 2,524 254,976 - - 254,976 100.0% 6300 Parc 181,411 6,313 187,724 75,800 4,504 107,420 57.2% 645 Wellington 132,711 4,083 136,794 - - 136,794 100.0% 85 Saint-Paul 79,778 - 79,778 - - 79,778 100.0% 954,283 14,025 968,308 71,905 4,557 891,846 92.1% Cité Multimedia Total Montréal 2,667,753 391,685 14,477 2,324,691 85.1% 115 Bannatyne 39,957 - 39,957 - - 39,957 100.0% 123 Bannatyne 20,536 - 20,536 1,748 - 18,788 91.5% 250 McDermot 42,093 12,482 54,575 18,373 6,077 30,125 55.2% 54-70 Arthur 114,648 8,788 123,436 33,130 - 90,306 73.2% 1500 Notre Dame 109,583 - 109,583 - - 109,583 100.0% Total Winnipeg 326,817 21,270 348,087 53,251 6,077 288,759 83.0% 66,751 6,348 73,099 - - 73,099 100.0% 410 Charest 3,229 21,508 24,737 - 1,408 23,329 94.3% 420 Charest 41,432 17,217 58,649 23,252 1,666 33,731 57.5% 605 Saint-Joseph 26,145 7,729 33,874 2,000 1,789 30,085 88.8% 390 Charest 63,100 2,730,853 28.7% 3.7% MARCH 31, 2015 PROPERTIES OFFICE GLA RETAIL TOTAL %TOTAL OFFICE GLA GLA GLA VACANT RETAIL VACANT TOTAL LEASED LEASED % 622 Saint-Joseph 2,711 3,300 6,011 1,936 - 4,075 67.8% 633 Saint-Joseph 16,247 6,848 23,095 6,073 3,848 13,174 57.0% Total Québec City 156,515 62,950 219,465 33,261 8,711 177,493 80.9% 72 Victoria 88,563 - 88,563 10,124 - 78,439 88.6% Breithaupt Phase I (5) 65,500 - 65,500 - - 65,500 100.0% The Tannery 251,311 74,756 326,067 - - 326,067 100.0% Total Kitchener 2.3% 405,374 74,756 480,130 10,124 - 470,006 97.9% 100-6th SW 34,242 - 34,242 5.1% - - 34,242 100.0% 119-6th SW 63,063 - 63,063 - - 63,063 100.0% 1207-1215 13th SE 31,601 - 31,601 - - 31,601 100.0% 1240-20th SE 46,124 - 46,124 - - 46,124 100.0% 129-8th SW 2,339 5,034 7,373 - 5,034 2,339 31.7% 209-8th SW 26,474 5,022 31,496 - - 31,496 100.0% 237-8th SE 65,638 10,035 75,673 11,808 8,788 55,077 72.8% 322-326 11th SW 197,595 15,606 213,201 35,238 2,778 175,185 82.2% 402-11th SE 39,414 - 39,414 - - 39,414 100.0% 438-11th SE 52,501 - 52,501 4,414 - 48,087 91.6% 601-611 10th SW 46,913 2,592 49,505 8,164 - 41,341 83.5% 603-605 11th SW 22,035 29,207 51,242 - - 51,242 100.0% 604-1st SW 66,340 21,048 87,388 229 - 87,159 99.7% 613-11th SW - 3,163 3,163 - - 3,163 100.0% 617-11th SW 2,886 6,071 8,957 - - 8,957 100.0% 625-11th SW 32,386 1,409 33,795 6,387 - 27,408 81.1% 805-1st SW 8,775 18,635 27,410 - 1,831 25,579 93.3% 808-1st SW 17,325 30,244 47,569 - - 47,569 100.0% 809-10th SW 35,869 - 35,869 - - 35,869 100.0% Demcor Building 36,941 - 36,941 828,461 148,066 976,527 128 West Pender 75,023 1,700 76,723 840 Cambie 91,520 - 91,520 948-950 Homer 23,114 23,290 46,404 1040 Hamilton 35,957 8,765 44,722 1286 Homer 15,752 9,115 24,867 241,366 42,870 284,236 Total Calgary Total Vancouver - - 36,941 100.0% 66,240 18,431 891,856 91.3% 14,022 - 62,701 81.7% - - 91,520 100.0% - - 46,404 100.0% 1,988 1,791 40,943 91.6% 5,179 - 19,688 79.2% 21,189 1,791 261,256 91.9% 10.3% 3.0% 535 Yates 12,718 6,312 19,030 - - 19,030 100.0% 754 Fort 13,339 9,209 22,548 - - 22,548 100.0% Total Victoria 26,057 15,521 41,578 - - 41,578 100.0% 0.4% MARCH 31, 2015 PROPERTIES OFFICE GLA 10190-104 NW RETAIL TOTAL %TOTAL OFFICE GLA GLA GLA VACANT 11,514 5,767 17,281 Boardwalk & Revillon Building 219,557 45,442 264,999 Total Edmonton 231,071 51,209 282,280 The Chambers 201,012 16,571 217,583 Total Ottawa 201,012 16,571 217,583 Total 8,416,784 1,083,777 9,500,561 3.0% 2.3% RETAIL VACANT 5,862 TOTAL LEASED LEASED % - 11,419 66.1% 2,167 - 262,832 99.2% 8,029 - 274,251 97.2% 6,519 9,391 201,673 92.7% 6,519 9,391 201,673 92.7% 753,368 65,896 8,681,297 91.4% (1) RioCan/Allied Joint Venture Properties (2) Lifetime/Allied Joint Venture Property (3) Diamond Corp/Allied Joint Venture Property (4) RioCan/Diamond Corp/Allied Joint Venture Property (5) Perimeter/Allied Joint Venture PROPERTIES UNDER DEVELOPMENT OFFICE GLA RETAIL GLA TOTAL GLA 19 Duncan JV, Toronto (1) 30,930 - 30,930 250 Front W, Toronto 167,978 - 167,978 460 King W, Toronto 11,700 4,550 16,250 485 King W, Toronto 8,814 4,407 13,221 - 3,793 3,793 60,074 36,818 96,892 497,271 647 497,918 138 Portage. Winnipeg 36,399 - 36,399 The Breithaupt Block Phase II, Kitchener (4) 45,000 - 45,000 7,091 4,892 11,983 22,399 10,086 32,485 887,656 65,193 952,849 College & Palmerston JV, Toronto (2) QRC West Phase I, Toronto (3) 5445 Gaspé, Montréal TELUS Sky, Calgary (5) 8-10 Bastion, Victoria Total PUD (1) Westbank/Allied Joint Venture (2) RioCan/Allied Joint Venture (3) Under Contruction (4) Perimeter/Allied Joint Venture (5) Telus/Westbank/Allied Joint Venture ANCILLARY PARKING FACILITIES NUMBER OF SPACES 301 Markham, Toronto 47 388 Richmond, Toronto 117 78 Spadina, Toronto 24 7-9 Morrison, Toronto 25 650 King, Toronto 71 560 King, Toronto 171 478 King JV, Toronto (1) 65 King Brant, Toronto 203 Total PARKING 723 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS FOR THE QUARTER ENDED MARCH 31, 2015 ALLIED PROPERTIES REIT CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) NOTES (in thousands of Canadian dollars) MARCH 31, 2015 DECEMBER 31, 2014 Assets Non-current assets Investment properties 3 $3,759,462 $3,726,757 Loans and notes receivable 4 23,038 2,127 Other assets 5 133,241 130,533 Current assets 3,915,741 16 Cash and cash equivalents Loans and notes receivable 4 Accounts receivable, prepaid expenses and deposits 6 3,859,417 8,902 5,260 5,951 6,138 65,063 61,904 Total assets $3,995,657 79,916 Liabilities Non-current liabilities Debt 7 $1,144,253 8 Freehold lease and land lease obligations Current liabilities 128,863 1,273,116 8 Accounts payable and other liabilities 9 Total liabilities Unitholders’ equity Total liabilities and unitholders’ equity 7,381 128,758 1,344,538 137,623 6,886 130,896 113,641 333,517 258,150 1,606,633 1,602,688 11 2,389,024 2,330,031 $3,995,657 The accompanying notes are an integral part of these condensed consolidated financial statements. Gordon Cunningham trustee $1,215,780 Debt 7 195,240 Freehold lease and land lease obligations 73,302 $3,932,719 Michael R. Emory trustee $3,932,719 ALLIED PROPERTIES REIT CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) (in thousands of Canadian dollars, except unit and per unit amounts) NOTES Net rental income THREE MONTHS ENDED MARCH 31, 2015 THREE MONTHS ENDED MARCH 31, 2014 Rental revenue from investment properties 15 $89,567 $82,547 Property operating costs 15 (38,588) (34,793) Net rental income Other income and expenses 50,979 47,754 7 (13,184) (13,072) General and administrative expenses (1,821) (1,733) Amortization of leasing costs and other assets (1,821) (1,622) Interest income Fair value loss on investment properties 3 (30,092)(11,939) Fair value loss on derivative instruments (7,861)(3,973) Interest expense Net income and comprehensive income for the period Income per unit (3,629) 14 15,415 $(0.05)$0.22 $(0.05) 14 Diluted Basic Diluted - Basic Weighted average number of units 171 $0.22 76,598,961 68,708,914 76,818,461 69,116,180 The accompanying notes are an integral part of these condensed consolidated financial statements. ALLIED PROPERTIES REIT CONDENSED CONSOLIDATED STATEMENTS OF UNITHOLDERS’ EQUITY (UNAUDITED) (in thousands of Canadian dollars) Balance at January 1, 2014 NOTES 13 TRUST UNITS RETAINED EARNINGS CONTRIBUTED SURPLUS TOTAL $1,545,387 $517,524 $5,803 $2,068,714 Comprehensive income - 15,415 - 15,415 Public offering (31) - - (31) - (24,281) - (24,281) Distributions 13 Distribution reinvestment plan 13 7,329 - Unit option plan – options exercised 14 11,561 - Contributed surplus – unit option plan 14 - - 196 Restricted unit plan 15 (1,566) - 285 (1,281) Long-term incentive plan 15 11 - 11 Balance at March 31, 2014 $1,562,691 $508,658 $5,814 $2,077,163 $1,754,576 $568,714 $6,741 $2,330,031 Comprehensive income - (3,629) - (3,629) Public offering 82,471 - - 82,471 Balance at January 1, 2015 13 - - 7,329 (470) 11,091 196 Distributions 13 - (27,981) - (27,981) Distribution reinvestment plan 13 7,201 - - 7,201 Unit option plan – options exercised 14 2,709 - Contributed surplus – unit option plan 14 - - 139 139 Restricted unit plan 15 (1,904) - 194 (1,710) Long-term incentive plan 15 4 - - 4 $1,845,057 $537,104 $6,863 $2,389,024 Balance at March 31, 2015 The accompanying notes are an integral part of these condensed consolidated financial statements. (211) 2,498 ALLIED PROPERTIES REIT CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) (in thousands of Canadian dollars) NOTES Operating activities THREE MONTHS ENDED MARCH 31, 2015 Net income/(loss) for the period THREE MONTHS ENDED MARCH 31, 2014 $(3,629) $15,415 3 27,691 20,799 Change in fair value on interest in freehold lease and land leases 2,401 (8,860) Change in fair value on derivative instruments 7,861 3,973 5 207 183 Change in fair value on investment properties Amortization of equipment Amortization of customer relationships 24 24 Amortization of leasing costs 5 1,590 1,415 Amortization of tenant improvements 5 3,044 2,268 Amortization of straight-line rent Amortization, premium on assumed mortgages 7 (d) (1,111) (1,269) 49 (9) 15 333 481 Change in other non-cash financing items 674 646 Change in other non-cash operating items Cash provided by operating activities Financing Activities Financing costs (340) Proceeds from new mortgages payable Compensation expense Repayment of mortgages payable 7 Financing - freehold lease and land leases Distributions paid to Unitholders (15,127) 24,007 - (26,267) - (20,475) (10,399) 24,667 (311) 108,500 (61,068) (53) (16,858) Proceeds of public offerings (net of issue costs) 11 82,471 (31) Proceeds from exercise of unit options 12 2,498 11,091 Proceeds from units issued under the LTIP 13 4 11 Restricted unit plan (1,904) (1,566) Net increase in bank indebtedness and construction loans 12,268 5,817 Cash provided by financing activities 48,255 45,532 ALLIED PROPERTIES REIT CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - continued (in thousands of Canadian dollars) NOTES THREE MONTHS ENDED MARCH 31, 2015 THREE MONTHS ENDED MARCH 31, 2014 Investing activities Capital expenditures, rental properties and other assets (net of assumed mortgages) (33,590) (75,362) Capital expenditures, properties under development (28,803) (11,897) Tenant leasing costs (1,521) (2,171) Tenant improvements (4,706) (9,778) Cash used in investing activities (68,620) (99,208) Increase/(decrease) in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period Supplemental cash flow information (Note 16) The accompanying notes are an integral part of these condensed consolidated financial statements. 3,642 5,260 $8,902 (29,009) 31,764 $2,755 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) FOR THE PERIOD ENDED MARCH 31, 2015 AND 2014 (IN THOUSANDS OF CANADIAN DOLLARS, EXCEPT PER UNIT AND UNIT AMOUNTS) (UNAUDITED) 1. nature of operations Allied Properties Real Estate Investment Trust (“Allied”) is a Canadian unincorporated closed-end real estate investment trust created pursuant to the Declaration of Trust dated October 25, 2002, most recently amended May 14, 2013. Allied is governed by the laws of the Province of Ontario and began operations on February 19, 2003. The units of the Trust are traded on the Toronto Stock Exchange. Allied is the ultimate parent of its group of companies. Allied is a leading owner, manager and developer of urban office environments that enrich experience and enhance profitability for business tenants operating in Canada’s major cities. Allied’s objectives are to provide stable and growing cash distributions to Unitholders and to maximize Unitholder value through effective management and accretive portfolio growth. Allied is domiciled in Ontario, Canada. The address of Allied’s registered office and its principal place of business is 520 King Street West, Suite 300, Toronto, Ontario, M5V 1L7. 2. summary of significant accounting policies (a) Basis of presentation These condensed consolidated financial statements have been prepared in accordance with International Accounting Standard (“IAS”) 34, Interim Financial Reporting using the accounting policies based on currently effective standards. The condensed consolidated financial statements for the three months ended March 31, 2015, were approved and authorized for issue by the Board of Trustees on May 6, 2015. (b) Critical accounting estimates and judgements The preparation of these condensed consolidated financial statements requires Allied to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual outcomes could differ from these estimates. These consolidated financial statements include estimates, which, by their nature, are uncertain. The impact of such estimates is pervasive throughout the condensed consolidated financial statements, and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised and the revision affects both current and future periods. Significant estimates and assumptions include the fair values assigned to investment properties, useful lives of assets used to calculate amortization and allowances for doubtful accounts. (c) Accounting policies The condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements, including the notes thereof, for the year ended December 31, 2014, which have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The same accounting policies and methods of computation are followed in the condensed consolidated financial statements as compared with the most recent annual financial statements, except as described below. Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by Allied At the date of authorization of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by Allied. Allied anticipates that all of the relevant pronouncements will be adopted in the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to Allied’s financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on Allied’s financial statements. IFRS 9 – FINANCIAL INSTRUMENTS The International Accounting Standards Board (“IASB”) aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety. The replacement standard IFRS 9 as issued applies to the classification and measurement of financial assets and liabilities as defined in IAS 39. On July 24, 2014, the IASB issued a new version of IFRS 9 referred to as IFRS 9 (2014). In November 2009, the IASB issued the first version of IFRS 9 Financial Instruments (IFRS 9 (2009)) and subsequently issued various amendments in October 2010, (IFRS 9 Financial Instruments (2010)) and November 2013 (IFRS 9 Financial Instruments (2013)). IFRS 9 (2014) includes finalized guidance on the classification and measurement of financial assets, hedge accounting requirements and amendments to the impairment model by introducing a new expected credit loss model for calculating impairment. The mandatory effective date for IFRS 9 (2014) is for annual periods beginning on or after January 1, 2018. IFRS 9 (2014) is to be applied retrospectively and early adoption of the standard is permitted. Allied is assessing the impact of the new standard to its financial statements. IFRS 15 – REVENUE FROM CONTRACTS WITH CUSTOMERS In May 2014, the IASB issued IFRS 15: Revenue from Contracts with Customers. The new standard provides a framework that replaces existing revenue recognition guidance relating to recognition, measurement and disclosure of revenue from contracts with customers, excluding contracts within the scope of the standard on leases, insurance contracts and financial instruments. The mandatory effective date for IFRS 15 is for annual periods beginning on or after January 1, 2017. IFRS 15 is to be applied retrospectively, or as of the application date by adjusting retained earnings at that date and disclosing the effect of adoption on each line of profit or loss. Early adoption of the standard is permitted. Allied is assessing the impact of the new standard on the financial statements of Allied. (d) Comparative figures Certain comparative figures have been reclassified to conform with the financial statement presentation adopted in the current year. 3. investment properties Changes to the carrying amounts of investment properties are summarized as follows: MARCH 31, 2015 Balance beginning of the period DECEMBER 31, 2014 Rental Properties Properties Under Development Total $3,490,057 $236,700 $3,726,757 Additions: Acquisitions - Transfer from PUD - Transfer to PUD (178,642) 24,573 - Rental Properties - 11,796 9,363 27,236 36,599 Disposals - - - Interest in freehold lease and land leases - 1,567 1,567 Balance end of the period (15,714) $3,305,064 (14,320) $454,398 (30,034) $3,759,462 $137,062 208,709 - IFRS value gain (loss) $3,163,688 24,573 178,642 Capital expenditures Properties Under Development (8,403) 82,727 (6,294) Total $3,300,750 26,231 (11,796) - 8,403 - 71,661 154,388 (7,080) (13,374) 18,611 - 18,611 19,223 12,219 31,442 $3,490,057 $236,700 234,940 $3,726,757 Included in the amounts noted above is $182,907 ($180,209 as at December 31, 2014) which represents Allied’s interest in a 49 year, 173,500 square feet, freehold lease as at March 31, 2015. Reconciliation between the valuation obtained and the adjusted valuation for the carrying amounts of investment properties is as follows: MARCH 31, 2015 Total fair market value Less Straight-line rents Tenant improvement allowances Leasing commissions Adjusted fair market value DECEMBER 31, 2014 $3,890,085 $3,854,664 (24,328) (73,828) (32,467) (23,206) (72,166) (32,535) $3,759,462 $3,726,757 VALUATION METHODOLOGY The fair value of investment properties is determined using the discounted cash flow method, whereby the income and expenses are projected over the anticipated term of the investment and combined with a terminal value, all of which is discounted using an appropriate discount rate. The fair value of properties under development is measured using both a comparable sales method and a discounted cash flow method, net of costs to complete, as of the valuation date. Management verifies all major inputs to the valuations, analyses the change in fair values at the end of each reporting period and reviews the results with the independent appraiser every quarter. SIGNIFICANT UNOBSERVABLE INPUTS There are significant unobservable inputs used such as capitalization rates, in determining the fair value of each investment property, thus all investment properties are classified as Level 3 assets. Fair values are most sensitive to changes in capitalization rates and stabilized or forecasted Net Operating Income (“NOI”). Generally, an increase in NOI will result in an increase in the fair value of investment properties and an increase in capitalization rate will result in a decrease in the fair value of investment properties. The capitalization rate magnifies the effect of a change in NOI, with a lower capitalization rate resulting in a greater impact of a change in NOI than a higher capitalization rate. The analysis below shows the maximum impact on fair values of possible changes in capitalization rates, assuming no changes in NOI: CHANGE IN CAPITALIZATION RATE OF -0.50% -0.25% +0.25% +0.50% Increase (decrease) in fair value Income properties Properties under development (1) $284,275 42,920 $136,245 (126,360) 20,610 (19,100) (1) Excludes properties under development valued using land comparisons As at March 31, 2015 the average weighted capitalization rate was 6.2% (December 31, 2014 - 6.2%). (206,340) (36,860) 4. loans and notes receivable Loans and notes receivable are as follows: MARCH 31, 2015 DECEMBER 31, 2014 Loans receivable (a) $21,172 $- Notes receivable (b) 7,817 8,265 $28,989$8,265 Current $5,951$6,138 Non-current 23,0382,127 $28,989$8,265 (a) In February 2015, Allied entered into an agreement with Westbank and completed an acquisition of an undivided 50% interest in 19 Duncan and advanced $40,770 to the partnership between Allied and Westbank. The loan is secured by a first charge on the property and assignment of rents and leases. Interest on the loan is payable monthly at 6.0%. During the quarter, an additional $1,574 was funded to the initial loan. The loan is repayable when the partnership obtains external development financing. (b)In March 2013, Allied defeased a mortgage associated with a property located at 134 Peter Street. Pursuant to the defeasance, Allied purchased $5,752 of government bonds and pledged them as security for the loan in return for the lender releasing the mortgage on 134 Peter Street. Neither the financial asset nor the loan qualified for derecognition, and as a result, both remain in the condensed consolidated balance sheets. Therefore included in notes receivable is the amount receivable on government bonds of $4,928 (December 31, 2014 - $5,119), relating to the purchase of the bonds as replacement security for the mortgage. The government bonds are classified as a held to maturity financial asset. The government bonds have various maturities to August 1, 2015 and are measured at amortized cost. The weighted average interest rate on the government bonds is 1.5%. Also included in notes receivable is an annuity loan receivable of $2,889 (December 31, 2014 - $3,146), bearing interest of 1.8 % and maturing on December 1, 2017. 5. other assets Other non-current assets consist of the following: MARCH 31, 2015 DECEMBER 31, 2014 $73,828 $72,166 Leasing commissions (2) 32,467 32,535 Straight-line rents 24,328 23,206 Tenant improvement allowances (1) Equipment and other assets (3) 2,618 $133,241 2,626 $130,533 (1) During the three months ended March 31, 2015, Allied recorded amortization of tenant improvements of $3,044 (March 31, 2014- $2,268), which was netted against rental revenue. (2) During the three months ended March 31, 2015, Allied recorded amortization of leasing commissions of $1,590 (March 31, 2014- $1,415). (3) During the three months ended March 31, 2015, Allied recorded amortization of equipment and other assets of $231 (March 31, 2014 - $207). 6. accounts receivable and prepaid expenses Tenant trade receivables - net of allowance for doubtful accounts MARCH 31, 2015 DECEMBER 31, 2014 $19,657 $17,542 Other tenant receivables 12,878 15,049 Miscellaneous receivables 12,958 10,885 Prepaid expenses and deposits 19,570 18,428 $65,063$61,904 The movement in the allowance for doubtful accounts is reconciled as follows: THREE MONTHS ENDED MARCH 31, 2015 Allowance for doubtful accounts, beginning of period Additional provision recorded during the period THREE MONTHS ENDED MARCH 31, 2014 $3,265 $1,850 685 358 Reversal of previous provisions (330) (19) Receivables written off during the period (634) (51) $2,986 $2,138 Allowance for doubtful accounts, end of period An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of tenants to meet obligations under lease agreements. Allied actively reviews receivables and determines the potentially uncollectible accounts on a per-tenant basis. An accounts receivable is written down to its estimated realizable value when Allied has reason to believe that the tenant will not be able to fulfill its obligations under the lease agreement. Prepaid expenses primarily relates to property operating expenses and deposits relating to acquisitions. 7. debt Debt consists of the following items: MARCH 31, 2015 Mortgages payable (a) Construction loans payable (b) Unsecured revolving operating facility (c) Secured operating facility DECEMBER 31, 2014 $1,248,679 $1,274,857 13,814 54,210 77,000 - - 24,336 $1,339,493$1,353,403 Current $195,240$137,623 Non-current 1,144,2531,215,780 $1,339,493$1,353,403 (a) Mortgages payable Mortgages payable have a weighted average stated interest rate of 4.7% at March 31, 2015 (December 31, 2014 4.8%). The mortgages are secured by first registered charge over specific investment properties and first general assignments of leases, insurance and registered chattel mortgages. The following table contains information on the remaining contractual mortgage maturities: AS AT MARCH 31, 2015 PRINCIPAL REPAYMENTS Remainder of 2015 $27,931 BALANCE DUE AT MATURITY TOTAL $46,942 $74,873 2016 35,883 2017 33,845127,314 161,159 2018 32,88956,900 89,789 2019 30,019142,360 172,379 2020 23,9914,456 28,447 2021 23,069104,344 127,413 2022 19,21073,683 92,893 2023 16,008220,957 236,965 2024 3,011165,326 168,337 66,511 $245,856$1,008,793 Net premium on assumed mortgages 102,394 $1,254,649 704 Financing costs (6,674) $ 1,248,679 (b) Construction loans payable Allied has provided its guarantee (limited to 50%) to a Canadian chartered bank to support a $45,740 construction lending facility to assist with the financing of construction costs associated with a property under development in which Allied has a 50% joint arrangement interest. The loan matures on December 31, 2015 and bears interest at bank prime plus 80 basis points or bankers’ acceptance rate plus 180 basis points. The balance outstanding under the facility as at March 31, 2015 was $27,628, of which $13,814 is Allied’s proportionate share of the loan. The balance outstanding under the facility as at December 31, 2014 was $24,220, of which $12,110 is Allied’s proportionate share of the loan. In May 2013, Allied secured a construction facility from a group of Canadian chartered banks (the “Lenders”) to fund project construction costs for the development at 134 Peter Street, Toronto, Ontario. In February 2015, Allied repaid the construction facility. At December 31, 2014 there was $42,100 outstanding on the construction facility. (c) Unsecured revolving operating facility During the quarter, Allied obtained an unsecured revolving operating facility (“Unsecured Facility”) of $200,000. The Unsecured Facility had a balance of $77,000 outstanding at March 31, 2015. The Unsecured Facility bears interest at bank prime plus 70 basis points or bankers’ acceptance plus 170 basis points and matures on January 18, 2018. The Unsecured Facility also contains $100,000 accordion feature that allows Allied to increase it to $300,000. The Unsecured Facility replaced the $100,000 secured operating facility which had a balance of $24,336 outstanding at December 31, 2014. (d) Interest expense Interest expense consists of the following: THREE MONTHS ENDED MARCH 31, 2015 Interest on debt THREE MONTHS ENDED MARCH 31, 2014 $15,450 $14,869 814 795 49 (9) Interest on finance lease - land leases Amortization, premium on assumed mortgage Amortization, deferred financing 340 311 $16,653$15,966 Less: interest expense capitalized into investment properties (3,469) (2,894) Interest expense $13,184 $13,072 Borrowing costs have been capitalized at a rate of 4.7% per annum (March 31, 2014 – 4.8%). A description of Allied’s risk management objectives and policies for financial instruments is provided in Note 21. 8. freehold lease and land lease obligations Allied’s future minimum finance lease payments as a lessee are as follows: REMAINING 2015 Future minimum lease payments Less: Amounts representing interest Present value of lease payments $5,529 276 $5,253 JANUARY 1, 2016 THROUGH DECEMBER 31, 2019 $33,751 6,786 $26,965 Current Non-current THEREAFTER TOTAL $496,056 $535,336 392,030 399,092 $104,026 $136,244 MARCH 31 2015 DECEMBER 31 2014 $7,381 $6,886 128,863 128,758 $136,244$135,644 During the three months ended March 31, 2015, minimum lease payments of $1,780 were paid by Allied (March 31, 2014 - $542). No sublease payments or contingent rent payments were made or received. No sublease income is expected as all assets held under lease agreements are used exclusively by Allied. Some of Allied’s finance lease agreements contain contingent rent clauses. Contingent rental payments are recognized in the condensed consolidated statements of income and comprehensive income as required when contingent criteria are met. None of the finance lease agreements contain renewal or purchase options or escalation clauses or any restrictions concerning distributions, additional debt and further leasing. 9. accounts payable and other liabilities Accounts payable and other liabilities consists of the following: MARCH 31, 2015 Accounts payable and other liabilities Prepaid rents and tenant deposits Accrued interest payable Distributions payable to unitholders Mortgage interest swap liability $78,680 22,079 DECEMBER 31, 2014 $ 66,207 25,353 4,108 4,219 9,434 9,128 16,595 8,734 $130,896 $113,641 10.fair values of financial instruments The fair value of financial instruments is the amount for which an asset could be exchanged or liability settled between knowledgeable, willing parties in an arm`s length transaction based on the current market for assets and liabilities with the same risks, principal and remaining maturity. The carrying value of Allied’s financial assets, which include cash and cash equivalents and accounts receivable, as well as financial liabilities, which include accounts payable and other liabilities, approximate their fair values due to their short-term nature. The fair value of loans and notes receivable, mortgages payable, construction loans payable and secured and Unsecured Facility are estimated based on discounted future cash flows using discounted rates that reflect current market conditions for instruments with similar terms and risks. The fair value of Allied’s financial instruments are summarized in the following table: 2015 FAIR VALUE THROUGH PROFIT & LOSS LOANS RECEIVABLES / OTHER LIABILITIES 2014 TOTAL TOTAL Financial assets Loans and notes Receivable $- 28,989 $28,989 $8,265 Mortgages payable $- 1,326,074 $1,326,074 $1,276,288 Construction loans Payable $- 13,818 $13,818 $54,009 Secured operating facility $- - $- $24,336 Unsecured Facility $- 77,000 $77,000 $- Interest rate derivatives $16,595 - $16,595 $8,734 Financial liabilities FAIR VALUE HIERARCHY Allied uses various methods in estimating the fair values of assets and liabilities that are measured at fair value on a recurring or non-recurring basis in the statement of financial position after initial recognition. The fair value hierarchy reflects the significance of inputs used in determining the fair values. - Level 1 – quoted prices in active markets for identical assets and liabilities; - Level 2 – inputs other than quoted prices in active markets or valuation techniques where significant inputs are based on observable market data; and - Level 3 – valuation technique for which significant inputs are not based on observable market data. The following summarizes the significant methods and assumptions used in estimating fair value of Allied’s financial assets and liabilities measured at fair value: INTEREST RATE DERIVATIVE CONTRACTS The fair value of Allied’s interest rate derivative contracts which represents a net liability as at March 31, 2015 is $16,595 as compared to a net liability as at December 31, 2014 of $8,734. The fair value of the derivative contracts is determined using interest rates observable in the market (Level 2). 11.unitholders' equity The number of units issued and outstanding are as follows: UNITS Units outstanding, January 1, 2014 68,542,410 Units issued under the Distribution Reinvestment Plan 231,005 Units issued under Unit Option Plan 573,005 Units outstanding, March 31, 2014 69,346,420 Units issued pursuant to offering on September 3, 2014 4,887,500 Units issued under the Distribution Reinvestment Plan 621,156 Units issued under Unit Option Plan 213,836 Units outstanding, December 31, 2014 75,068,912 Units issued pursuant to offering on February 2, 2015 2,213,750 Units issued under the Distribution Reinvestment Plan 194,299 Units issued under Unit Option Plan 103,725 Units outstanding, March 31 , 2015 77,580,686 Allied does not hold any of its own trust units, nor does Allied reserve any trust units for issue under options and contracts. 12.unit option and restricted unit plans Allied adopted a Unit Option Plan providing for the issuance, from time to time, at the discretion of the trustees, of options to purchase Units for cash. Participation in the Unit Option Plan is restricted to the trustees and certain employees of Allied. The Unit Option Plan complies with the requirements of the Toronto Stock Exchange. The exercise price of any option granted will not be less than the closing market price of the units on the day preceding the date of grant. The options may have a maximum term of ten years from the date of grant. All options are settled in units. On March 4, 2014, 266,174 options were granted to trustees, officers and employees with an exercise price of $33.29 and expiring on March 4, 2019. 75,538 options vested on March 4, 2015. 62,357 and 62,365 options will vest on March 4, 2016 and March 4, 2017, respectively. 13,182 options have been exercised. 65,914 options have been forfeited. On May 6, 2014, 8,474 options were granted to an officer with an exercise price of $34.59 and expiring on May 6, 2019. 2,824, 2,825 and 2,825 options will vest on May 6, 2015, May 6, 2016 and May 6, 2017, respectively. On March 3, 2015, 302,706 options were granted to officers with an exercise price of $40.60 and expiring on March 3, 2020. 100,902, 100,902 and 100,902 options will vest on March 3, 2016, March 3, 2017 and March 3, 2018, respectively. Allied accounts for its Unit Option Plan using the fair value method, under which compensation expense is measured at the date options are granted and recognized over the vesting period. MARCH 31, 2015 The range of exercise prices For the units outstanding at the end of the period MARCH 31, 2014 Weighted average remaining contractual life (years) 3.28 $21.91-40.60 MARCH 31, 2015 Number of units Balance at the beginning of the period Weighted average exercise price 778,889 $28.54 Granted during the period 302,706 40.60 Forfeited during the period (39,134) 33.60 Exercised during the period (103,725) 24.08 The range of exercise prices Weighted average remaining contractual life (years ) $19.39-34.25 3.23 MARCH 31, 2014 Number of units 1,350,941 Weighted average exercise price $23.30 266,174 33.29 - - (573,005) 19.36 Balance at the end of the period 938,736 $32.71 1,044,110 $28.01 Units exercisable at the end of the period 452,695 $27.07 567,207 $24.19 Weighted average unit price during the period was $39.41 (March 31, 2014 - $33.23). Allied utilizes the Black-Scholes Model for the valuation of unit options with no performance criteria and the Binomial option pricing model for valuation of unit options with performance criteria. The Binomial option pricing model incorporates the factors specific to the share incentive plan such as market conditions by means of actuarial modeling. Assumptions utilized in the calculation using the Black-Scholes Model for option valuation are as follows: MARCH 31, 2015 MARCH 31, 2014 Unit options granted 302,706 266,174 Unit option holding period (years) 5 5 Volatility rate 17.8% 20.5% Distribution yield 3.6% 4.2% Risk free interest rate 0.7% 1.6% Value of options granted $1,062 $942 The underlying expected volatility was determined by reference to historical data of Allied’s units over 5 years. For the Unit Option Plan, $139 of employee remuneration expense (all of which related to equity-settled sharebased payment transactions) has been included in profit or loss for March 31, 2015 and credited to Unitholders’ equity (March 31, 2014 - $196). Certain employees and the Trustees of Allied may be granted Restricted Units pursuant to the terms of the Restricted Unit Plan, which are subject to vesting conditions and disposition restrictions, in order to provide a long-term compensation incentive. The Restricted Units remain subject to forfeiture until the participant has held his or her position with Allied for a specific period of time. Full vesting of Restricted Units will not occur until the participant has remained employed by Allied for three years from the date of grant. Units required under the Restricted Unit Plan are acquired in the secondary market through a custodian and then distributed to the individual participant accounts. During the three months ended March 31, 2015, 47,695 units of Allied were granted for the Restricted Unit Plan and are included in the units outstanding (March 31, 2014 - 45,742). At March 31, 2015, 220,709 units of Allied were outstanding for the Restricted Unit Plan and 5,741 units were forfeited during the three months ended March 31, 2015. At December 31, 2014, 178,755 units of Allied were outstanding for the Restricted Unit Plan and 7,678 units were forfeited. For the Restricted Unit Plan, in total, $194 of employee remuneration expense (all of which related to equity-settled share-based payment transactions) has been included in profit for March 31, 2015 and credited to Unitholders’ equity (March 31, 2014 - $285). 13.long-term incentive plan Officers and trustees of Allied have been granted the right to participate in a long-term incentive plan (“LTIP”), whereby the participants subscribed for units for a purchase price equal to the weighted average trading price of the units for five trading days preceding the date of the grant. The purchase price was payable as to 5% upon issuance and as to the balance (“installment loan receivable”) over a term not exceeding 10 years. The installment loan receivable bears interest at rates of 3% or 5% per annum on any outstanding balance and is a direct, personal obligation of the participant. The units issued under the LTIP are held by a custodian for the benefit of the participants until the installment loan receivable has been paid in full. The values of these units held by the Custodian as at March 31, 2015 and December 31, 2014 were $685 and $636, respectively. Cash distributions paid in respect of the units issued under the LTIP are applied first to the interest and then to reduce the balance of the installment loan receivable. The fair value of the LTIP is the estimated present value of the imputed interest benefit over an estimated expected term of ten years, which is recorded as compensation cost. The LTIP installment loans receivable are recognized as deductions from units issued. Distributions received under the LTIP are charged to Unitholders’ equity while interest received under the LTIP is credited to distributions. UNITS ISSUED UNDER THE LTIP CUMULATIVE AS AT MARCH 31, 2015 Number of units issued 412,293 THREE MONTHS ENDED MARCH 31, 2015 CUMULATIVE AS AT DECEMBER 31, 2014 - 412,293 $6,282 $- $6,282 474 - 474 6,756 - 6,756 LTIP installment loans receivable (5,968) - (5,968) Interest on installment loans receivable (1,078) (2) (1,076) Distributions applied against installment loans receivable 3,598 6 3,592 Repayment of installment loans 3,283 - 3,283 (165) 4 (169) $6,591 $4 $6,587 Units issued Compensation cost UNITS ISSUED UNDER THE LTIP CUMULATIVE AS AT DECEMBER 31, 2014 Number of units issued Units issued Compensation cost 412,293 $6,282 CUMULATIVE YEAR ENDED AS AT DECEMBER 31, 2014 DECEMBER 31, 2013 - $- 412,293 $6,282 474 - 474 6,756 - 6,756 - (5,968) LTIP installment loans receivable (5,968) Interest on installment loans receivable (1,076) Distributions applied against installment loans receivable 3,592 Repayment of installment loans $6,587 (7) (1,069) 30 3,562 3,283 - 3,283 (169) 23 (192) $23 $6,564 14.weighted average number of units The weighted average number of units for the purposes of diluted income per unit is the weighted average number of ordinary units used in the calculation of basic income per unit as follows: THREE MONTHS ENDED MARCH 31, 2015 Basic THREE MONTHS ENDED MARCH 31, 2014 76,598,961 68,708,914 Unit option plan 202,500 370,266 Long-term incentive plan 17,000 37,000 Fully diluted 76,818,461 69,116,180 15.rental revenue from investment properties The following amounts were recognized in income: THREE MONTHS ENDED MARCH 31, 2015 Rental revenue from investment properties $84,779 THREE MONTHS ENDED MARCH 31, 2014 $81,372 Rental revenue from properties under development 4,788 1,175 89,567 82,547 Direct operating expenses from rental properties (37,850) (34,114) Direct operating expenses from properties under development (738) (679) $(38,588) $(34,793) Future minimum rental income as a lessor is as follows: REMAINING 2015 Future minimum rental income $254,476 JANUARY 1, 2016 THROUGH DECEMBER 31, 2019 $1,150,353 THEREAFTER $667,493 TOTAL $2,072,322 16. supplemental cash flow cash flow: Cash and cash equivalents include the following components: MARCH 31, 2015 Cash at bank and in hand $8,751 DECEMBER 31, 2014 $5,113 Short-term deposits 151 147 Total cash and cash equivalents $8,902 $5,260 The following summarizes supplemental cash flow information and non-cash transactions: THREE MONTHS ENDED MARCH 31, 2015 THREE MONTHS ENDED MARCH 31, 2014 Supplemental Interest paid on debt $15,535 $14,879 Interest received $171 $- Units issued under DRIP $7,201 $7,329 Freehold lease and land leases $600 $1,512 Non-cash transactions 17.co-owned properties Co-owned properties are accounted for as joint operations. The following table summarizes Allied’s interest in the assets, liabilities, revenues and expenses for the joint operations in which it participates. CO-OWNED PROPERTIES Breithaupt Block OWNERSHIP LOCATION Kitchener, ON PROPERTY TYPE Rental/Development 2015 2014 50% 50% King & Portland Toronto, ON Rental 50% 50% College and Manning Toronto, ON Rental/Development 50% 50% 478 King Toronto, ON Rental 50% 50% The Well Toronto, ON Rental 40% 40% 57 Spadina Toronto, ON Rental 50% 50% 19 Duncan Toronto, ON Development 50% 50% TELUS Sky Calgary, AB Development 33 1/3% 33 1/3% MARCH 31, 2015 DECEMBER 31, 2014 Total assets $192,276 $168,084 Total liabilities $68,608 $65,115 THREE MONTHS ENDED MARCH 31, 2015 THREE MONTHS ENDED MARCH 31, 2014 Revenue $2,652 $1,938 Expenses (1,715) (1,534) Income before fair value adjustments Fair value gain (loss) on investment properties Net income 937 (5,973) $(5,036) 404 (2,605) $(2,201) 18.segmented information To measure performance based on income from property operations, management divides operations into three geographical locations consisting of Eastern Canada (Montréal, Québec City and Ottawa), Central Canada (Toronto and Kitchener) and Western Canada (Winnipeg, Calgary, Edmonton, Vancouver and Victoria). Management reviews assets and liabilities on a total corporate basis and therefore assets and liabilities are not included in the segmented information below. Allied does not allocate interest expense to segments as debt is viewed by management to be used for the purpose of acquisitions, development and improvements of the properties. Similarly, general administration expenses, interest income and fair value of financial instruments are not allocated to segments. These are disclosed below as Other. SEGMENTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2015 EASTERN CANADA CENTRAL CANADA WESTERN CANADA SEGMENT TOTAL OTHER TOTAL Net rental income Rental revenue from investment properties Property operating costs Net rental income $21,961 $51,139 $16,467 $89,567 $- $89,567 (10,992) (20,493) (7,103) (38,588) - (38,588) 10,969 30,646 9,364 50,979 - 50,979 Other income and expenses Interest expense - - - - (13,184) (13,184) General and administrative expenses - - - - (1,821) (1,821) (1,590) (231) (1,821) - 171 171 (30,092) - (30,092) - (7,861) (7,861) $19,297 $(22,926) $(3,629) Amortization of leasing costs and other assets Interest income Fair value gain (loss) on investment properties Fair Value gain (loss) on derivative instruments Net income and comprehensive income for the period (669) - (3,429) - $6,871 (672) - (2,886) - $27,088 (249) - (23,777) - $(14,662) SEGMENTED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (UNAUDITED) THREE MONTHS ENDED MARCH 31, 2014 EASTERN CANADA CENTRAL CANADA WESTERN CANADA SEGMENT TOTAL OTHER TOTAL Net rental income Rental revenue from investment properties $22,175 $44,450 $15,922 $82,547 $- $82,547 (10,427) (18,422) (5,944) (34,793) - (34,793) 11,748 26,028 9,978 47,754 - 47,754 Interest expense - - - - (13,072) (13,072) General and administrative expenses - - - - (1,733) (1,733) (588) (726) (120) (1,434) (188) (1,622) Property operating costs Net rental income Other income and expenses Amortization of leasing costs and other assets Interest income - - - - - - Fair value gain (loss) on investment properties (8,355) (4,513) 929 (11,939) - Fair Value gain (loss) on derivative instruments - - - - (3,973) (3,973) $2,805 $20,789 $10,787 $34,381 $(18,966) $15,415 Net income and comprehensive income for the period (11,939) 19.income taxes Allied is taxed as a ``Mutual Fund Trust`` for income tax purposes. Allied, pursuant to its Declaration of Trust, distributes or designates substantially all of its taxable income to Unitholders and does not deduct such distributions or designations for income tax purposes. Accordingly, no provision for income taxes has been made. Income tax obligations relating to distributions of Allied are the obligations of the Unitholders. 20.related party transactions Allied’s related parties include its subsidiaries, nominee corporations, Allied Properties Management Trust, Allied Properties Management Limited Partnership, Allied Properties Management GP Limited; and key management and their close family members. Allied engages in third-party property management business, including the provision of services for properties in which certain trustees of Allied have an ownership interest. For the three months ended March 31, 2015 real estate service revenue earned from these properties was $53 and $56 for the three months ended March 31, 2014. The transactions are in the normal course of operations and were measured at the amount set out in agreement between the respective property owners. Related party transactions were made on terms equivalent to those that prevail in arm’s length transactions. Transactions with key management personnel are summarized in the table below: THREE MONTHS ENDED MARCH 31, 2015 Salary, bonus and other short-term employee benefits Share-based payments THREE MONTHS ENDED MARCH 31, 2014 $ 779 $ 1,033 329 160 $ 1,108 $ 1,193 21.risk management (a) Financial risk Allied defines capital as the aggregate of Unitholders’ equity, mortgages payable, construction loans payable, unsecured facility and freehold lease and land lease obligations. Allied manages its capital to comply with investment and debt restrictions pursuant to the Declaration of Trust; to comply with debt covenants; to ensure sufficient operating funds are available to fund business strategies; to fund leasing and capital expenditures; to fund acquisitions and development of properties; and to provide stable and growing cash distributions to Unitholders. Various debt, equity and earnings’ distributions ratios are used to monitor capital adequacy requirements. For debt management, debt to gross book value and fair value, debt average term to maturity, and variable debt as a percentage of total debt are the primary ratios used in capital management. The Declaration of Trust requires Allied to maintain debt to gross book value, as defined by the Declaration of Trust, of less than 60% (65% including convertible debentures, if any) and the variable rate debt and debt having maturities of less than one year to not exceed 15% of gross book value. As at March 31, 2015 and December 31, 2014, debts having variable interest rates and debts having maturities of less than one year aggregated to 4.0% and 2.5% of gross book value, respectively. (b) Market risk Market risk is the risk that the fair value or future cash flow of financial instruments will fluctuate because of changes in market prices. Allied is exposed to interest rate risk on its borrowings. Substantively all of Allied’s mortgages payable at March 31, 2015 are at fixed interest rates and are not exposed to changes in interest rates, during the term of the debt. Unsecured debt as at March 31, 2015 amounts to $77,000, however, there is interest rate risk associated with Allied’s fixed interest rate term debt due to the expected requirement to refinance such debts upon maturity. Unsecured facility is at floating rate interest rates and is exposed to changes in interest rates. As fixed rate debt matures and as Allied utilizes additional floating rate debt under the revolving credit facility, Allied will be further exposed to changes in interest rates. In addition, there is a risk that interest rates will fluctuate from the date Allied commits to a debt to the date the interest rate is set with the lender. As part of its risk management program, Allied endeavours to maintain an appropriate mix of fixed rate and floating rate debt, to stagger the maturities of its debt and to minimize the time between committing to a debt and the date the interest rate is set with the lender. The following table illustrates the annualized sensitivity of income and equity to a reasonably possible change in interest rates of +/- 1.0%. These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. FOR THE THREE MONTHS ENDED MARCH 31, 2015 CARRYING AMOUNT -1.0% +1.0% INCOME INCOME Unsecured facility 77,000 770 (770) Mortgages and loans payable maturing within one year 118,239 1,182 (1,182) (c) Credit risk Credit risk from tenant receivables arises from the possibility that tenants may experience financial difficulty and be unable to fulfill their lease commitments, resulting in Allied incurring a financial loss. Allied manages credit risk to mitigate exposure to financial loss by staggering lease maturities, diversifying revenue sources over a large tenant base, ensuring no individual tenant contributes a significant portion of Allied’s revenues and conducting credit reviews of new tenants. Management reviews tenant receivables on a regular basis and reduces carrying amounts through the use of allowance for doubtful accounts and the amount of any loss is recognized in the condensed consolidated statements of income and comprehensive income within rental property operating cost. As at March 31, 2015 and March 31, 2014, allowances for doubtful accounts were $2,986 and $2,138, respectively. Allied considers that all the financial assets that are not impaired or past due for each of the reporting dates under review are of good quality. The carrying amount of accounts receivable best represents Allied’s maximum exposure to credit risk. None of Allied’s financial assets are secured by collateral or other credit enhancements. Some of the unimpaired trade receivables are past due as at the reporting date. An aging of trade receivables, including trade receivables past due but not impaired can be shown as follows: MARCH 31, 2015 Less than 30 days 30 to 60 days More than 60 days Total DECEMBER 31, 2014 $3,635 $80 1,090 1,121 14,932 16,341 $19,657 $17,542 (d) Liquidity risk Liquidity risk arises from the possibility of not having sufficient capital available to to fund ongoing operations and refinance or meet obligations as they come due. Mitigation of liquidity risk is discussed above. A significant portion of Allied’s assets have been pledged as security under the related mortgages and other security agreements. Interest rates on the mortgages payable are between 2.0% and 6.9% for March 31, 2015 and December 31, 2014. Allied has entered into interest rate derivative contracts to limit its exposure to fluctuations in the interest rates on approximately $252,972 of its variable rate mortgages payable as at March 31, 2015 (December 31, 2014 - $254,673). Gains or losses arising from the change in fair values of the interest rate derivative contracts are recognized in the condensed consolidated statements of income and comprehensive income. During the year ended March 31, 2015, Allied recognized, as part of change in fair value adjustment on derivative instruments, a net loss of $7,861 (March 31, 2014 - net loss of $3,973). 22.commitments and contingencies Allied has entered into commitments for acquisitions, building renovations with respect to leasing activities and for repairs and operating costs. The commitments as at March 31, 2015 and December 31, 2014 were $41,407 and $16,184, respectively. Allied is subject to legal and other claims in the normal course of business. Management and Allied’s legal counsel evaluate all claims. In the opinion of management these claims are generally covered by Allied’s insurance policies and any liability from such claims would not have a significant effect on Allied’s consolidated financial statements. Allied, through a financial intermediary, has issued letters of credit in the amount of $1,382 representing deposits on several of the conditional purchase agreements noted above and other financing requirements (December 31, 2014 - $798). 23.subsequent events On April 15, 2015, Allied completed the previously announced acquisition of 180 John Street in Toronto for a purchase price of $8,250. On April 30, 2015, Allied announced the acquisition of 511-539 King Street West, in Toronto for an approximate purchase price of $100 million. The acquisition is expected to close on June 30, 2015. DELTA FRAME AT QRC WEST, TORONTO, RECEIVING FINAL PAINT APPLICATION 520 KING STREET WEST, SUITE 300 TORONTO, ONTARIO M5V 1L7 T 416.977.9002 F 416.977.9053 alliedreit.com
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