GRP Granite Real Estate

TORONTO, Nov. 7, 2012 /PRNewswire/ - Granite Real Estate Inc. (TSX: GRT; NYSE: GRP) ("Granite" or the "Company") today announced its results for the three and nine month periods ended September 30, 2012 and declared a Canadian ("Cdn.") dollar denominated dividend of $0.50 per share on the Company's Common Shares.

"Our financial results for the third quarter continue to demonstrate stability in rental revenues and overall cash flows. In addition, we are pleased to report that, year to date, we have renewed or extended 13 leases with Magna and its operating subsidiaries, including all but one of the 2012 expires, representing approximately 2.4 million square feet. In the quarter we also made considerable progress towards completing the conversion to a Real Estate Investment Trust, with the upcoming shareholder meeting to approve the conversion set for November 15th," commented Tom Heslip, Chief Executive Officer.

Granite's consolidated results for the three and nine month periods ended September 30, 2012 and 2011 are summarized below (all figures are in Cdn. dollars):

__________________________

(1) Following the close of business on June 30, 2011, the Racing & Gaming Business, substantially all of the Company's lands held for development, a property in the United States and an income-producing property in Canada (the "Arrangement Transferred Assets & Business") were transferred to entities owned by Mr. Frank Stronach and his family (the "Stronach Shareholder") in consideration for the elimination of the Company's dual class share structure (the "Arrangement").  The operating results of the Arrangement Transferred Assets & Business have been presented as discontinued operations.  Income from continuing operations pertains to the Company's income-producing property portfolio.

(2) FFO and diluted FFO per share are measures widely used by analysts and investors in evaluating the operating performance of real estate companies.  However, FFO does not have a standardized meaning under U.S. generally accepted accounting principles and therefore may not be comparable to similar measures presented by other companies.  The Company determines FFO using the definition prescribed in the United States by the National Association of Real Estate Investment Trusts®.  For a reconciliation of FFO to income from continuing operations, please refer to the section titled "Reconciliation of Funds from Operations to Income from Continuing Operations".

(3) Income from continuing operations for the nine month period ended September 30, 2011 includes the recovery of $12.9 million in income tax resulting from an internal amalgamation that was set aside and cancelled by the courts.

SPECIAL SHAREHOLDER MEETING TO APPROVE CONVERSION TO A REAL ESTATE INVESTMENT TRUST

A special shareholder meeting will take place on November 15, 2012 to seek the approval of the Company's conversion to a Canadian Real Estate Investment Trust (the "REIT Conversion"). The REIT Conversion is a key component of the Company's strategic plan announced in October 2011 and was expected, at the time, to result in a significant reduction in annual cash income taxes estimated to be approximately $8.0 million. The REIT structure, as now proposed, is expected to reduce Granite's cash income taxes for 2013 by approximately $11.0 million. If the REIT Conversion is approved, the Company expects to be a REIT on or about December 31, 2012, and beginning in fiscal 2013, the new REIT is expected to commence monthly distributions of $0.175 per stapled unit (an increase in the annual distribution to $2.10 per stapled unit from the current annual dividend of $2.00 per share). The first distribution to be declared for the month of January 2013 is expected to be paid on or about February 15, 2013. The REIT Conversion is subject to customary conditions and approvals, including court approval.   On completion of the REIT Conversion, shareholders of Granite will exchange their Common Shares for a stapled unit comprised of one common share of Granite REIT Inc. and one unit of Granite Real Estate Investment Trust.  The assets, liabilities and operations of the new combined stapled unit structure will be comprised of all the assets, liabilities and operations of Granite.

CURRENCY CHANGE FOR FINANCIAL REPORTING

Effective January 1, 2012, the Company's reporting currency was changed from the U.S. dollar to the Cdn. dollar. All comparative financial information contained in this press release and in the unaudited interim consolidated financial statements and related Management's Discussion and Analysis for the three and nine month periods ended September 30, 2012 has been recast to reflect the Company's results as if the information had been historically reported in Cdn. dollars.  As a result of the change in reporting currency, dividends are declared in Cdn. dollars. Please refer to the section titled "Dividends". The Company continues to report in accordance with U.S. generally accepted accounting principles.

GRANITE'S CONSOLIDATED FINANCIAL RESULTS

Three Month Period Ended September 30, 2012

For the three month period ended September 30, 2012, rental revenue decreased by $0.8 million from $45.5 million in the third quarter of 2011 to $44.7 million in the third quarter of 2012 primarily due to the unfavourable effects of changes in foreign currency exchange rates partially offset by completed projects coming on-stream and the additional rent earned from contractual rent increases.

The Company's income from continuing operations and net income was $18.9 million in the third quarter of 2012 compared to $15.3 million in the prior year period. The increase of $3.6 million was primarily due to (i) a decrease in general and administrative expenses of $4.5 million (primarily due to reduced employee termination expense) and (ii) lower depreciation and amortization expense of $0.2 million, partially offset by (i) a decrease in rental revenue of $0.8 million, (ii) higher income tax expense of $0.1 million and (iii) lower gains on disposal of real estate of $0.1 million.

FFO for the third quarter of 2012 increased $3.5 million from $25.9 million in the prior year period to $29.4 million in the current period primarily due to the $3.6 million increase in income from continuing operations.

Nine Month Period Ended September 30, 2012

Continuing Operations

For the nine month period ended September 30, 2012, rental revenue increased by $1.2 million from $134.6 million in 2011 to $135.8 million in 2012 primarily due to completed projects coming on-stream, the additional rent earned from contractual rent increases and renewals and re-leasing of income-producing properties partially offset by the unfavourable effects of changes in foreign currency exchange rates.

The Company's income from continuing operations was $56.2 million in the nine month period ended September 30, 2012 compared to $54.3 million in the prior year period. Income from continuing operations in the nine month period ended September 30, 2011 includes a recovery of $12.9 million in income tax resulting from an internal amalgamation undertaken in 2010 that was subsequently cancelled.  Excluding the $12.9 million recovery of income tax, income from continuing operations increased by $14.8 million primarily due to (i) an increase in rental revenue of $1.2 million, (ii) a reduction in general and administrative expenses of $16.2 million (primarily related to reduced advisory costs, decreased insurance expense, decreased compensation expense to former executives of the Company and higher retainer fees in 2011 due to the Arrangement), (iii) an increase in foreign exchange gains of $0.7 million and (iv) the decrease in the write-down of a long-lived asset of $2.7 million. Partially offsetting these increases were (i) higher property operating costs of $0.8 million, (ii) an increase of $0.3 million in depreciation and amortization expense and (iii) an increase of income tax expense of $4.8 million, excluding the income tax recovery noted above.

FFO for the nine month period ended September 30, 2012 increased $2.2 million from $86.0 million in the prior year period to $88.2 million primarily due to the $1.9 million increase in income from continuing operations and the $0.3 million increase in depreciation and amortization expense.

Discontinued Operations

Income from discontinued operations for the nine month period ended September 30, 2011 of $94.4 million is primarily comprised of the net gain on the disposal of the Arrangement Transferred Assets & Business of $87.4 million.

Net income for the nine month period ended September 30, 2012 decreased by $92.6 million to $56.2 million from $148.8 million in the prior year period. The decrease was due to the reduction in income from discontinued operations of $94.4 million partially offset by an increase in income from continuing operations of $1.9 million.

A more detailed discussion of Granite's consolidated financial results for the three and nine month periods ended September 30, 2012 and 2011 is contained in the Company's Management's Discussion and Analysis of Results of Operations and Financial Position and the unaudited interim consolidated financial statements and notes thereto, which are available through the internet on Canadian Securities Administrators' Systems for Electronic Document Analysis and Retrieval (SEDAR) and can be accessed at www.sedar.com and on the United States Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System (EDGAR) which can be accessed at www.sec.gov.

RECONCILIATION OF FUNDS FROM OPERATIONS TO INCOME FROM CONTINUING OPERATIONS

DIVIDENDS

Granite's Board of Directors has declared a dividend of Cdn. $0.50 per share on the Company's Common Shares for the third quarter ended September 30, 2012.  The dividend is payable on or about December 13, 2012 to shareholders of record at the close of business on November 23, 2012. The Common Shares will begin trading on an ex-dividend basis at the opening of trading on November 21, 2012.

Unless indicated otherwise, Granite has designated the entire amount of all past and future taxable dividends paid since January 1, 2006 to be an "eligible dividend" for purposes of the Income Tax Act (Canada).

CONFERENCE CALL

Granite will hold a conference call on Thursday, November 8, 2012 at 8:30 a.m. Eastern time.  The number to use for this call is 1-800-619-2736.  Overseas callers should use +1-416-981-9084.  Please call in at least 10 minutes prior to start time.  The conference call will be chaired by Tom Heslip, Chief Executive Officer.   For anyone unable to listen to the scheduled call, the rebroadcast numbers will be: North America - 1-800-558-5253 and Overseas - +1-416-626-4100 (enter reservation number 21608649) and will be available until Thursday, November 15, 2012.

ABOUT GRANITE

Granite is a Canadian-based real estate company engaged in the ownership and management of predominantly industrial properties in Canada, the United States, Mexico and Europe. The Company owns and manages approximately 28 million square feet in 104 rental income properties. Our tenant base currently includes operating subsidiaries of Magna International Inc. (together "Magna") as our largest tenants, together with tenants from other industries.

OTHER INFORMATION

Additional property statistics have been posted to our website at http://www.graniterealestate.com/uploads/File/propertystatistics.pdf.  Copies of financial data and other publicly filed documents are available through the internet on Canadian Securities Administrators' Systems for Electronic Document Analysis and Retrieval (SEDAR) which can be accessed at www.sedar.com and on the United States Securities and Exchange Commission's Electronic Data Gathering, Analysis and Retrieval System (EDGAR) which can be accessed at www.sec.gov.  For further information about Granite, please see our website at www.graniterealestate.com.

FORWARD-LOOKING STATEMENTS

This press release may contain statements that, to the extent they are not recitations of historical fact, constitute "forward-looking statements" within the meaning of applicable securities legislation, including the United States Securities Act of 1933 and the United States Securities Exchange Act of 1934.  Forward-looking statements may include, among others, statements regarding the Company's future plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, economic performance or expectations, or the assumptions underlying any of the foregoing.  In particular, this press release contains forward-looking statements regarding our proposed conversion to a REIT. Words such as "may", "would", "could", "will", "likely", "expect", "anticipate", "believe", "intend", "plan", "forecast", "project", "estimate" and similar expressions are used to identify forward-looking statements.  Forward-looking statements should not be read as guarantees of future events, performance or results and will not necessarily be accurate indications of whether or the times at or by which such future performance will be achieved.  Undue reliance should not be placed on such statements. In particular, Granite cautions that the timing or completion of the REIT Conversion cannot be predicted with certainty, and there can be no assurance at this time that all required or desirable approvals and consents to effect the REIT Conversion will be obtained in a timely manner or at all and there can be no assurance that the anticipated reduction in cash income taxes payable following the REIT Conversion will be realized. Forward-looking statements are based on information available at the time and/or management's good faith assumptions and analyses made in light of our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate in the circumstances, and are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond the Company's control, that could cause actual events or results to differ materially from such forward-looking statements.  Important factors that could cause such differences include, but are not limited to, the risk of changes to tax or other laws that may adversely affect the REIT Conversion; inability of Granite to implement a suitable structure for the REIT Conversion; the inability to obtain all required consents and approvals for the REIT Conversion; the inability to realize the anticipated reduction in cash income taxes payable following the REIT Conversion and the risks set forth in the "Risk Factors" section in the Company's Annual Information Form for 2011, filed on SEDAR at www.sedar.com and attached as Exhibit 1 to the Company's Annual Report on Form 40-F for the year ended December 31, 2011, and in the notice of special meeting of shareholders and management information circular/proxy statement in respect of the special meeting of shareholders dated October 11, 2012, and also filed on SEDAR, all of which investors are strongly advised to review. The "Risk Factors" section also contains information about the material factors or assumptions underlying such forward-looking statements.  Forward-looking statements speak only as of the date the statements were made and unless otherwise required by applicable securities laws, the Company expressly disclaims any intention and undertakes no obligation to update or revise any forward-looking statements contained in this press release to reflect subsequent information, events or circumstances or otherwise. 

SOURCE Granite Real Estate Inc.