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StorageVault Canada Inc. — Annual Report 2020
Feb 25, 2021
46146_rns_2021-02-25_cc29095b-76bc-4f0f-9bca-8fb09e3e74be.pdf
Annual Report
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StorageVault Canada Inc. Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Independent Auditor's Report
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To the Shareholders of StorageVault Canada Inc.:
Opinion
We have audited the consolidated financial statements of StorageVault Canada Inc. and its subsidiary (the "Corporation"), which comprise the consolidated statements of financial position as at December 31, 2020 and December 31, 2019, and the consolidated statements of income (loss) and comprehensive income (loss), changes in equity and cash flows for the years then ended, and notes to the consolidated financial statements, including a summary of significant accounting policies.
In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Corporation as at December 31, 2020 and December 31, 2019, and its consolidated financial performance and its consolidated cash flows for the years then ended in accordance with International Financial Reporting Standards.
Basis for Opinion
We conducted our audits in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Corporation in accordance with the ethical requirements that are relevant to our audits of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Other Information
Management is responsible for the other information. The other information comprises:
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Management's Discussion and Analysis
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The information, other than the consolidated financial statements and our auditor’s report thereon, in the Annual Report.
Our opinion on the consolidated financial statements does not cover the other information and we do not and will not express any form of assurance conclusion thereon.
In connection with our audits of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audits or otherwise appears to be materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work we have performed on this other information, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
The Annual Report is expected to be made available to us after the date of the auditor’s report. If, based on the work we will perform on this other information, we conclude that there is a material misstatement therein, we are required to communicate the matter to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements
Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with International Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, management is responsible for assessing the Corporation’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Corporation or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the Corporation’s financial reporting process.
Auditor's Responsibilities for the Audit of the Consolidated Financial Statements
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.
As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:
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Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Corporation’s internal control.
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Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.
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Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Corporation’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Corporation to cease to continue as a going concern.
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Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audits and significant audit findings, including any significant deficiencies in internal control that we identify during our audits.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.
The engagement partner on the audit resulting in this independent auditor's report is Sean Du Plessis.
Calgary, Alberta February 23, 2021
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Chartered Professional Accountants
StorageVault Canada Inc. Consolidated Statements of Financial Position As at December 31
| Assets Real estate and equipment, net (Note 5) Goodwill and intangible assets, net (Note 6) Cash and short term deposits Prepaid expenses and other current assets Accounts receivable |
2020 2019 |
|---|---|
| 1,439,920,819 $ 1,246,187,751 $ 113,925,773 113,827,924 25,527,533 24,460,186 3,446,585 2,985,805 4,559,229 5,404,296 |
|
| 1,587,379,939 $ 1,392,865,962 $ |
|
| Liabilities and Shareholders' Equity Debt (Note 7) Hybrid debentures (Note 8) Lease liability (Note 15) Deferred tax liability (Note 11) Accounts payable and accrued liabilities Unearned revenue |
1,179,739,132 $ 1,053,079,602 $ 71,765,725 - 44,035,050 25,491,060 53,200,017 64,063,076 18,635,766 12,458,892 9,829,082 7,025,354 |
| 1,377,204,772 1,162,117,984 |
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| Shareholders' Equity Share capital (Note 9) Dividends paid (Note 9) Contributed surplus (Note 9) Deficit |
365,886,912 355,585,663 (16,439,355) (12,529,361) 15,130,383 8,812,227 (154,402,773) (121,120,551) |
| 210,175,167 230,747,978 |
|
| 1,587,379,939 $ 1,392,865,962 $ |
Commitments and Contingencies (Note 15) Subsequent Events (Note 16)
The accompanying notes are an integral part of these consolidated financial statements.
Approved on behalf of the Board:
"signed" Steven Scott "signed" Iqbal Khan Director Director
StorageVault Canada Inc.
Consolidated Statements of Changes in Equity For the Years Ended December 31
| StorageVault Canada Inc. Consolidated Statements of Changes in Equity For the Years Ended December 31 |
|
|---|---|
| Share Capital Balance, beginning of the period Common shares issued, net of issuance costs (Note 9) Common shares repurchased(Note 9) |
2020 2019 |
| 355,585,663 $ 338,552,701 $ 14,239,478 17,032,962 (3,938,229) - |
|
| Balance, end of theperiod | 365,886,912 355,585,663 |
| Dividends Paid Balance, beginning of the period Dividendspaid duringtheperiod(Note 9) |
(12,529,361) (8,726,868) (3,909,994) (3,802,493) |
| Balance, end of theperiod | (16,439,355) (12,529,361) |
| Contributed Surplus Balance, beginning of the period Stock based compensation(Note 9) |
8,812,227 5,218,589 6,318,156 3,593,638 |
| Balance, end of theperiod | 15,130,383 8,812,227 |
| Deficit Balance, beginning of the period IFRS 16 equity adjustment (Note 3) Deferred tax recognized on adoption of IFRS 16 (Note 11) Net income(loss)and comprehensive income(loss) |
(121,120,551) (74,117,865) - (1,207,122) - 322,905 (33,282,222) (46,118,469) |
| Balance, end of theperiod | (154,402,773) $ (121,120,551) $ |
The accompanying notes are an integral part of these consolidated financial statements.
StorageVault Canada Inc.
Consolidated Statements of Income (Loss) & Comprehensive Income (Loss) For the Years Ended December 31
| Revenue Storage and related services Management fees Expenses Operating costs Acquisition and integration costs Selling, general and administrative Stock based compensation (Note 9) Interest Unrealized(gain)loss on interest rate swapcontracts(Note 7) Net income (loss) and comprehensive income (loss) before tax Deferred tax recovery (Note 11) Net income(loss)and comprehensive income(loss)after tax Depreciation and amortization (Note 5) |
Revenue Storage and related services Management fees Expenses Operating costs Acquisition and integration costs Selling, general and administrative Stock based compensation (Note 9) Interest Unrealized(gain)loss on interest rate swapcontracts(Note 7) Net income (loss) and comprehensive income (loss) before tax Deferred tax recovery (Note 11) Net income(loss)and comprehensive income(loss)after tax Depreciation and amortization (Note 5) |
2020 2019 |
|---|---|---|
| 153,394,776 $ 133,212,736 $ 2,069,146 1,750,304 |
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| 155,463,922 134,963,040 |
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| 51,250,858 44,865,099 7,402,034 6,982,983 15,550,356 11,214,718 6,318,156 3,593,638 82,558,426 79,206,355 45,820,583 42,189,684 (9,291,210) 9,291,210 |
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| 199,609,203 197,343,687 |
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| Net income (loss) and comprehensive income (loss) before tax Deferred tax recovery (Note 11) |
(44,145,281) (62,380,647) 10,863,059 16,262,178 |
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| Net income(loss)and comprehensive income(loss)after tax | (33,282,222) $ (46,118,469) $ |
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| Net income (loss) per common share Basic Diluted |
(0.092) $ (0.128) $ (0.092) $ (0.128) $ |
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| Weighted average number of common shares outstanding Basic Diluted |
363,469,712 360,468,060 363,469,712 360,468,060 |
The accompanying notes are an integral part of these consolidated financial statements.
StorageVault Canada Inc. Consolidated Statements of Cash Flows For the Years Ended December 31
| Cash provided by (used for) the following activities: Operating activities Net income (loss) and comprehensive income (loss) after tax Adjustment for non-cash items: Deferred tax recovery (Note 11) Depreciation, amortization (Note 5) Amortization of deferred financing costs Accretion of lease liabilities (Note 15) Stock based compensation (Note 9) Unrealized loss (gain) on interest rate swap contracts (Note 7) Loss on disposal of real estate and equipment Cash flow from operations before non-cash working capital balances Net change in non-cash working capital balances Accounts receivable Prepaid expenses and other current assets Accounts payable and accrued liabilities Unearned revenue |
Cash provided by (used for) the following activities: Operating activities Net income (loss) and comprehensive income (loss) after tax Adjustment for non-cash items: Deferred tax recovery (Note 11) Depreciation, amortization (Note 5) Amortization of deferred financing costs Accretion of lease liabilities (Note 15) Stock based compensation (Note 9) Unrealized loss (gain) on interest rate swap contracts (Note 7) Loss on disposal of real estate and equipment Cash flow from operations before non-cash working capital balances Net change in non-cash working capital balances Accounts receivable Prepaid expenses and other current assets Accounts payable and accrued liabilities Unearned revenue |
2020 2019 |
|---|---|---|
| (33,282,222) $ (46,118,469) $ (10,863,059) (16,262,178) 82,558,426 79,206,355 1,647,618 1,142,637 1,418,221 1,106,704 6,318,156 3,593,638 (9,291,210) 9,291,210 9,726 4,436 |
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| Cash flow from operations before non-cash working capital balances Net change in non-cash working capital balances Accounts receivable Prepaid expenses and other current assets Accounts payable and accrued liabilities Unearned revenue |
38,515,656 31,964,333 (3,895,199) (6,185,007) (460,780) 2,205,996 6,176,874 5,064,278 2,803,728 1,992,275 |
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| 43,140,279 35,041,875 |
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| Financing activities Common shares issued, net of issuance costs (Note 9) Dividends paid (Note 9) Payments of lease obligation (Note 15) Debt issuance costs Cash advances from long term debt (Note 7) Cash repayments of long term debt (Note 7) Proceeds from debenture issuance, net of issuance costs (Note 8) Repurchase of common shares(Note 9) |
876,498 285,684 (2,363,053) (2,317,974) (2,569,755) (1,418,534) (1,318,507) (2,504,247) 226,104,998 536,106,032 (123,419,291) (187,662,004) 71,475,823 - (3,938,229) - |
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| 164,848,484 342,488,957 |
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| Investing activities Cash additions to real estate and equipment (Note 5) Cash paid in business combinations (Note 4) Proceeds on disposal of real estate and equipment |
(27,317,977) (37,530,977) (179,663,240) (335,246,364) 59,801 10,822 |
|
| (206,921,416) (372,766,519) |
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| Increase in cash and short term deposits Cash and short term deposits balance,beginningofperiod |
1,067,347 4,764,313 24,460,186 19,695,873 |
|
| Cash and short term deposits balance,end ofperiod | 25,527,533 $ 24,460,186 $ |
The accompanying notes are an integral part of these consolidated financial statements.
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
1. Description of Business
The consolidated financial statements of StorageVault Canada Inc. and its subsidiaries (the “Corporation”) as at and for the year ended December 31, 2020, were authorized for issuance by the Board of Directors of the Corporation on February 23, 2021. The Corporation is incorporated under the Business Corporations Act of Alberta and is domiciled in Canada. Its shares are publicly traded on the TSX Venture Exchange (“Exchange”). The address of its registered office is 1000 – 250 2[nd] Street SW, Calgary, AB, T2P 0C1.
The Corporation’s primary business is owning, managing and renting self storage and portable storage space to individual and commercial customers. The Corporation also stores, shreds, and manages documents and records for individual and commercial customers.
2. Basis of Presentation
These consolidated financial statements and the notes thereto present the Corporation’s financial results of operations and financial position under International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and effective as at January 1, 2020.
The consolidated financial statements have been prepared under the historical cost method, except for the revaluation of certain financial assets and financial liabilities to fair value. The consolidated financial statements were prepared on a going concern basis, and are presented in Canadian dollars, which is the Corporation’s functional currency.
3. Accounting Policies
Basis of Consolidation
The consolidated financial statements include the accounts of StorageVault Canada Inc. and its wholly owned subsidiary Spyhill Ltd., both of which are headquartered in Toronto, Ontario. On January 1, 2020, the Corporation completed a vertical amalgamation with its wholly owned subsidiary, Sentinel SelfStorage Corporation, to form StorageVault Canada Inc. The financial statements for the consolidated entities are prepared for the same reporting period as StorageVault Canada Inc. using consistent accounting policies. All intercompany transactions and balances have been eliminated in the preparation of these consolidated financial statements.
Revenue Recognition
Revenue from the rendering of services and sale of goods are recognized at the fair value of consideration received or receivable after the deduction of any trade discounts and excluding sales taxes.
The Corporation’s revenue comprises the renting of storage units to customers, information and records management, managing storage facilities on behalf of third parties and sale of merchandise, including locks, boxes, packing supplies and equipment.
Revenue earned from the renting of storage units is accounted for under IFRS 16 – Leases. Storage units are rented to customers pursuant to rental agreements which provide for weekly or monthly rental terms with non-refundable rental payments. The rental agreements may be terminated by the customer without further obligation or cost upon vacating the storage unit. Revenue from rental agreements is recognized
Notes: 1
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
over the rental term pursuant to the rental agreement. Non-refundable customer deposits, which are received to hold a unit for rent at a future date, are deferred and recognized as revenue upon commencement of the rental agreement. Receipts of rental fees for future periods are deferred and recognized as revenue when each respective monthly period commences.
The Corporation earns a management fee based on a percentage of gross revenues of the operations for managing storage facilities for third parties. Revenue is recognized over time when the services are rendered.
Revenue for other storage related services is recognized in the month the respective services are provided. Receipts of fees for other storage related services for future periods are deferred and recognized as revenue when each respective monthly period commences. A provision is made for expected allowances as necessary.
Revenue from the sale of merchandise, including locks, boxes, packing supplies and equipment, is recognized at the point in time when the merchandise is delivered to the customer.
Business Combinations
All business combinations are accounted for by applying the acquisition method. Upon acquisition, the assets (including intangible assets), liabilities and contingent liabilities acquired are measured at their fair value. The Corporation recognizes intangible assets as part of business combinations at fair value at the date of acquisition. The determination of these fair values is based upon management’s judgment and includes assumptions on the timing and amount of future cash flows generated by the assets acquired and the selection of an appropriate discount rate. Acquisition and integration costs are recognized in profit or loss as incurred.
Goodwill represents the excess of the identifiable cost of an acquisition over the fair value of the Corporation's share of the net assets and net liabilities acquired at the date of acquisition. If the identifiable cost of acquisition is less than the fair value of the Corporation's share of the net assets/net liabilities acquired (i.e. a discount on acquisition), the difference is credited to the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) in the period of acquisition. At the acquisition date, goodwill acquired is recognized as an asset and allocated to each cash-generating unit (“CGU”) expected to benefit from the business combination’s synergies, and to the lowest level at which management monitors the goodwill.
If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Corporation reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted retrospectively during the measurement period, or additional assets or liabilities are recognized, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. The measurement period is the period from the date of acquisition to the date the Corporation obtains complete information about facts and circumstances that existed as of the acquisition date up to a maximum of one year.
Notes: 2
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
Cash and Short Term Deposits
Cash and short term deposits on the Consolidated Statements of Financial Position are comprised of cash at bank and on hand, and short term, highly liquid deposits with an original maturity of three months or less. For the purpose of the Consolidated Statements of Cash Flows, cash and short term deposits are defined as above, net of outstanding bank overdrafts, except where no right of set-off exists.
Real Estate and Equipment
Real estate and equipment are stated at historical cost less accumulated depreciation and any impairment in value. Historical cost includes expenditures that are directly attributable to the acquisition of the items.
Subsequent costs are included in the asset’s carrying amount or recognized as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Corporation and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized. All other repairs and maintenance are charged to the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) during the financial period in which they are incurred.
Once an asset is available for use in the location and condition intended by management, it is depreciated to its residual value using the appropriate depreciation rate set forth by management. Land is not depreciated.
Depreciation is calculated using the declining balance method to depreciate the cost of real estate and equipment to their residual values over their estimated useful lives, as follows:
| Land, Yards, Buildings & Improvements - | Buildings | 4% |
|---|---|---|
| Leasehold improvements | 20% | |
| Business operating equipment | 10% | |
| Fences and parking lots | 8% | |
| Storage Containers - | Storage containers | 10% |
| Vehicles - | Vehicles | 30% to 40% |
| Truck decks and cranes | 20% | |
| Office and Computer Equipment - | Furniture and equipment | 20% |
| Computer equipment | 45% |
The residual value and useful lives of real estate and equipment are reviewed, and adjusted if appropriate, at each Consolidated Statement of Financial Position date. An asset’s carrying value is written down to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. These impairment losses are recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Following the recognition of an impairment loss, the depreciation charge applicable to the asset is adjusted prospectively in order to systematically allocate the revised carrying amount, net of any residual value, over the remaining useful life.
Notes: 3
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
Goodwill and Intangible Assets
Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable assets and liabilities acquired at the date of acquisition. Goodwill is carried at cost less accumulated impairment losses.
Finite life intangible assets are carried at cost less accumulated amortization and accumulated impairment losses. Amortization begins when an asset is available for use and is calculated on a straight-line basis to allocate the cost of assets over their estimated useful lives as follows: Tenant Relationships - 22 to 180 months, Website - 3 years, Trademarks - 10 years.
Indefinite life intangible assets, consisting of management contracts, are carried at cost and are not amortized. The useful lives of indefinite life intangible assets are reviewed at each Consolidated Statements of Financial Position date.
Goodwill and indefinite life intangibles are reviewed for impairment annually by assessing the recoverable amount of each CGU to which they relate. The recoverable amount is the higher of fair value less costs of disposal, and value in use. When the recoverable amount of the CGU is less than the carrying amount, an impairment loss is recognized. Any impairment is recognized immediately in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Any impairment recognized on goodwill is not subsequently reversed.
Income Taxes
Income tax is comprised of current tax and deferred tax. Income tax is recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.
Current tax is the tax expected to be payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognized using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized on the initial recognition of assets or liabilities in a transaction that is not a business combination. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different taxable entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
A deferred tax asset is recognized to the extent that it is probable that future taxable profits will be available against which the temporary difference can be utilized. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.
Notes: 4
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
Stock Based Compensation
The fair value of stock options issued to directors, officers and consultants under the Corporation’s stock option plan is estimated at the date of issue using the Black-Scholes option pricing model, and charged to the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) and contributed surplus. Each tranche in an award is considered a separate award with its own vesting period and grant date fair value. On the exercise of options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.
The fair value of options issued to advisors in conjunction with financing transactions is estimated at the date of issue using the fair value of the goods and services received first, if determinable, then by the BlackScholes option pricing model, and charged to share capital and contributed surplus over the vesting period. On the exercise of agent options, the cash consideration received and the fair value of the option previously credited to contributed surplus are credited to share capital.
When stock options are cancelled, it is treated as if the stock options had vested on the date of cancellation and any expense not yet recognized for the award is recognized immediately. However, if a new option is substituted for the cancelled option and is designated as a replacement option on the date that it is granted, the cancelled and the new options are treated as if they were a modification of the original option.
Option pricing models require the input of highly subjective assumptions, including the expected price volatility. Changes in these assumptions can materially affect the fair value estimate, therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Corporation’s share purchase options. Forfeitures are estimated for each reporting period and adjusted as required to reflect actual forfeitures that have occurred in the period.
Income (Loss) per Share
Basic income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is calculated by dividing the net earnings by the weighted average number of shares outstanding as adjusted for the potential dilution that would occur if outstanding stock options, subordinated debentures, preferred shares or other potentially dilutive financial instruments were exercised or converted to common shares. The weighted average number of diluted shares is calculated in accordance with the treasury stock method. The treasury stock method assumes that the proceeds received from the exercise of all potentially dilutive instruments are used to repurchase common shares at the average market price.
Share Capital
Ordinary shares are classified as equity. Incremental costs directly attributable to the issuance of shares are shown in equity as a deduction from the proceeds received.
Segment Reporting
An operating segment is a component of the Corporation that engages in business activities from which it may earn revenues and incur expenses. All operating segments’ operating results are reviewed regularly by the Corporation’s CEO and or CFO in order to make decisions regarding the allocation of resources to
Notes: 5
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
the segment. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Financial Instruments
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a) Financial assets - Pursuant to IFRS 9, the classification of financial assets is based on the Corporation’s assessment of its business model for holding financial assets. The classification categories are as follows:
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Financial assets measured at amortized cost: assets that are held within a business model whose objective is to hold assets to collect contractual cash flows and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Corporation classifies the following financial assets as measured at amortized cost: cash and short term deposits and accounts receivable.
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Financial assets at fair value through other comprehensive income: assets that are held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets and its contractual terms give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding. The Corporation has no financial assets classified in this category.
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Financial assets at fair value through profit or loss: assets that do not meet the criteria for amortized cost or fair value through other comprehensive income. The Corporation has no financial assets classified in this category.
Financial assets measured at amortized cost are measured at cost using the effective interest method. When assessing impairment of financial assets measured at amortized cost, the Corporation applied the simplified approach and has calculated expected credit losses based on lifetime expected credit losses. Under the simplified method the Corporation uses a provision matrix to calculate expected credit losses for accounts receivable which is based on the Corporation’s historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. Loss allowances for financial assets measured at amortized cost are deducted from the gross carrying amounts of the assets and the loss is recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). When a trade receivable is uncollectible, it is written off against the allowance for expected credit losses.
Financial assets are derecognized when the contractual rights to the cash flows from the financial asset expire or when the contractual rights to those assets are transferred.
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b) Financial liabilities - The classification of financial liabilities is determined by the Corporation at initial recognition. The classification categories are as follows:
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Financial liabilities measured at amortized cost: financial liabilities initially measured at fair value less directly attributable transaction costs are subsequently measured at amortized cost using the effective interest method. Interest expense is recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The Corporation classifies the following financial liabilities as measured at amortized cost: certain debt facilities and accounts payable and accrued liabilities.
Notes: 6
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
- Financial liabilities measured at fair value through profit or loss: financial liabilities measured at fair value with changes in fair value and interest expense recognized in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). The Corporation classifies the following financial liabilities as measured at fair value: certain debt facilities and interest rate swaps.
Financial liabilities are derecognized when the obligation is discharged, cancelled or expired.
Hybrid Debentures
When a contract contains an embedded derivative, the economic and risk characteristics of both the embedded derivative and host contract are analyzed to understand whether or not they are closely related and to decide whether the embedded derivative should be accounted for separately from the host contract.
The embedded features in the financial instrument issued by the Corporation are identified at inception. Each feature is evaluated separately and classified either as part of the host liability, as a separate embedded liability or as an equity instrument in accordance with the substance of the contractual arrangement.
S ignificant Accounting Estimates and Judgments
The preparation of the consolidated financial statements requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses. The estimates and associated assumptions are based on historical experience and various other factors that are believed to be reasonable under the circumstances, the results of which form the basis of making judgments about carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future periods if the revision affects both current and future periods.
Estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year include, but are not necessarily limited to:
-
Real estate and equipment - The Corporation determines the carrying value of its real estate and equipment based on policies that incorporate estimates, assumptions and judgments relative to the useful lives and residual values of the assets.
-
Impairment of non-financial assets - Impairment exists when the carrying value of an asset or CGU exceeds its recoverable amount, which is the higher of its fair value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales transactions in an arm’s length transaction of similar assets or observable market prices less incremental costs for the disposal of the asset. The value in use calculation is based on a discounted cash flow model. The estimated future cash flows are derived from management estimates, budgets and past performance and do not include activities to which the Corporation is not yet committed or significant future investments that will enhance the asset’s performance in the CGU being tested. The recoverable amount is sensitive to the discount rate used for the discounted cash flow model as well as the expected future cash flows and the growth rate used for extrapolation purposes.
Notes: 7
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 3 – Continued
-
Purchase price allocations - Estimates are made in determining the fair value of assets and liabilities, including the valuation of separately identifiable intangibles acquired as part of a business combination. These estimates may be further based on management’s best assessment of the related inputs used in valuation models, such as future cash flows and discount rates.
-
Income taxes - Income taxes are subject to measurement uncertainty due to the possibility of changes in tax legislation or changes in the characterization of income sources.
-
Stock based compensation - Compensation costs accrued for stock based compensation plans are subject to the estimation of the ultimate payout using pricing models such as the Black-Scholes model which is based on significant assumptions such as volatility, dividend yield and expected term.
Management judgments that may affect reported amounts of assets and liabilities, income and expenses include but are not necessarily limited to:
-
For the purpose of assessing impairment of tangible and intangible assets, assets are grouped at the lowest level of separately identified cash inflows which make up the CGU. Determination of what constitutes a CGU is subject to management’s judgment. Management has identified each location as a separate CGU. The asset composition of the CGU can directly impact the recoverability of the assets included within the CGU.
-
The determination of which entities require consolidation is subject to management’s judgment regarding levels of control, assumptions of risk and other factors that may ultimately include or exclude an entity from the classification of a subsidiary or other entity requiring consolidation.
-
For the purpose of recording asset acquisitions, management must exercise judgment to determine if the acquisition meets the definition of a business. Such determinations may affect the recorded amounts of specific assets and liabilities, goodwill and/or transaction costs.
-
Management has applied judgment in assessing that the management contracts acquired have an indefinite useful life because the Corporation purchased a complete system to operationally manage its own business and that of other self storage businesses. The Corporation has acquired substantial know-how and expertise in managing stores owned by third parties, including long term relationships, of which the Corporation will have the benefit for an indefinite period of time. The management contracts have therefore been deemed to have an indefinite useful life.
Notes: 8
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
4. Acquisitions
During the year ended December 31, 2020, the Corporation completed the below transactions that met the definition of a business under IFRS 3 - Business Combinations. These acquisitions have been accounted for using the acquisition method with the results of the operations being included in the consolidated financial statements of the Corporation since the dates of acquisition. Details of the acquisitions are:
Second Quarter Acquisitions:
During the second quarter, the Corporation completed the acquisition of three self storage locations for $11,545,000 (subjected to customary adjustments). These acquisitions consisted of both arm’s length and non - arm’s length transactions. The purchases were paid for by advances from debt, issuance of common shares, and cash on hand.
A summary of the acquisitions are as follows:
| One Self Storage Location Two Self Storage Locations Acquisition date: April 1, 2020 April 15, 2020 Land, Yards, Buildings & Improvements 3,028,334 $ 7,340,932 $ Tenant Relationships 671,666 504,068 Net assets acquired 3,700,000 7,845,000 Consideration paid for the net assets acquired was obtained from the following: Issuance of common shares - 3,845,000 Cash 1,295,000 - Debt 2,405,000 4,000,000 3,700,000 7,845,000 Selected information for the acquisitions, since their acquisition dates: Revenue 327,298 416,466 Operating costs 147,873 126,792 179,425 289,674 Amortization 249,685 355,093 Interest 56,475 92,192 Net income (loss) (126,735) $ (157,611) $ |
One Self Storage Location April 1, 2020 3,028,334 $ 671,666 |
Two Self Storage Locations |
Total |
|---|---|---|---|
| April 15, 2020 7,340,932 $ 504,068 |
10,369,266 $ 1,175,734 |
||
| 3,700,000 | 7,845,000 | 11,545,000 | |
| 3,845,000 1,295,000 6,405,000 |
|||
| 3,700,000 7,845,000 |
11,545,000 | ||
| 743,764 274,665 |
|||
| 179,425 289,674 249,685 355,093 56,475 92,192 |
469,099 604,778 148,667 |
||
| (126,735) $ (157,611) $ |
(284,346) $ |
Notes: 9
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 4 – Continued
Fourth Quarter Acquisitions:
During the fourth quarter, the Corporation completed the acquisition of 13 self storage locations for $217,900,000 (subjected to customary adjustments). These acquisitions consisted of both arm’s length and non - arm’s length transactions. The purchases were paid for by advances from debt, issuance of common shares, and cash on hand.
A summary of the acquisitions are as follows:
| One Self Storage Location Five Self Storage Locations Acquisition date: October 15, 2020 December 1, 2020 Land, Yards, Buildings & Improvements 1,244,658 $ 120,514,236 $ Tenant Relationships 180,342 3,485,764 Mortgages Assumed - - Net assets acquired 1,425,000 124,000,000 Consideration paid for the net assets acquired was obtained from the following: Issuance of common shares - - Cash 1,400,000 27,358,337 Debt 25,000 96,641,663 1,425,000 124,000,000 Selected information for the acquisitions, since their acquisition dates: Revenue 24,614 261,760 Operating costs 11,234 138,500 13,380 123,260 Amortization 27,025 554,934 Interest 2,294 127,860 Net income (loss) (15,939) $ (559,534) $ |
One Self Storage Location Five Self Storage Locations Acquisition date: October 15, 2020 December 1, 2020 Land, Yards, Buildings & Improvements 1,244,658 $ 120,514,236 $ Tenant Relationships 180,342 3,485,764 Mortgages Assumed - - Net assets acquired 1,425,000 124,000,000 Consideration paid for the net assets acquired was obtained from the following: Issuance of common shares - - Cash 1,400,000 27,358,337 Debt 25,000 96,641,663 1,425,000 124,000,000 Selected information for the acquisitions, since their acquisition dates: Revenue 24,614 261,760 Operating costs 11,234 138,500 13,380 123,260 Amortization 27,025 554,934 Interest 2,294 127,860 Net income (loss) (15,939) $ (559,534) $ |
Five Self Storage Locations |
One Self Storage Locations |
Six Self Storage Locations |
Total |
|---|---|---|---|---|---|
| December 1, 2020 120,514,236 $ 3,485,764 - |
December 1, 2020 56,426,783 $ 5,573,217 (29,270,018) |
December 4, 2020 26,625,717 $ 3,849,283 - |
204,811,394 $ 13,088,606 (29,270,018) |
||
| 1,425,000 | 124,000,000 | 32,729,982 | 30,475,000 | 188,629,982 | |
| 2,000,000 20,729,982 10,000,000 |
6,000,000 501,195 23,973,805 |
8,000,000 49,989,514 130,640,468 |
|||
| 1,425,000 124,000,000 |
32,729,982 | 30,475,000 | 188,629,982 | ||
| nce their acquisition dates: 24,614 261,760 11,234 138,500 |
256,311 53,654 |
248,484 64,787 |
791,169 268,175 |
||
| 13,380 123,260 27,025 554,934 2,294 127,860 |
202,657 290,505 83,854 |
183,697 232,464 93,045 |
522,994 1,104,928 307,053 |
||
| (15,939) $ (559,534) $ |
(171,702) $ |
(141,812) $ |
(888,987) $ |
Notes: 10
StorageVault Canada Inc. Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2020 and 2019
5. Real Estate and Equipment
| Land, Yards, Buildings & Storage Improvements Containers COST December 31, 2018 915,611,059 $ 18,712,577 $ Additions 38,542,148 49,157 Disposals (46,200) (5,000) Business acquisitions 335,756,834 - December 31, 2019 1,289,863,841 18,756,734 Additions 44,086,450 9,260 Disposals (66,205) - Business acquisitions 215,180,660 - December 31, 2020 1,549,064,746 $ 18,765,994 $ ACCUMULATED DEPRECIATION December 31, 2018 68,580,856 $ 5,376,759 $ Depreciation 49,445,309 1,315,008 Disposals (12,941) (118) December 31, 2019 118,013,224 6,691,649 Depreciation 53,055,758 1,184,273 Disposals (12,937) - December 31, 2020 171,056,045 $ 7,875,922 $ NET BOOK VALUE December 31, 2019 1,171,850,617 12,065,085 December 31, 2020 1,378,008,701 10,890,072 |
Land, Yards, Buildings & Storage Improvements Containers 915,611,059 $ 18,712,577 $ 38,542,148 49,157 (46,200) (5,000) 335,756,834 - |
Intangible Tenant Relationships 97,861,998 $ $ - - 34,224,218 |
Office & Computer Vehicles Equipment Total 5,070,494 2,662,999 $ 1,039,919,127 $ 166,721 1,273,869 40,031,895 (275,627) - (326,827) - - 369,981,052 |
|---|---|---|---|
| 1,289,863,841 18,756,734 44,086,450 9,260 (66,205) - 215,180,660 - |
132,086,216 - - 14,264,340 |
4,961,588 3,936,868 1,449,605,247 754,346 2,065,964 46,916,020 - (19,065) (85,270) - - 229,445,000 |
|
| 1,549,064,746 $ 18,765,994 $ |
146,350,556 $ $ |
5,715,934 5,983,767 $ 1,725,880,997 $ |
|
| 45,852,008 $ $ 27,435,403 - |
3,622,525 1,044,935 $ 124,477,083 $ 441,761 568,874 79,206,355 (252,883) - (265,942) |
||
| 118,013,224 6,691,649 53,055,758 1,184,273 (12,937) - |
73,287,411 27,036,038 - |
3,811,403 1,613,809 203,417,496 401,605 880,752 82,558,426 - (2,807) (15,744) |
|
| 171,056,045 $ 7,875,922 $ |
100,323,449 $ $ |
4,213,008 2,491,754 $ 285,960,178 $ |
|
| 1,171,850,617 12,065,085 1,378,008,701 10,890,072 |
58,798,805 46,027,107 |
1,150,185 2,323,059 1,246,187,751 1,502,926 3,492,013 1,439,920,819 |
Included in Land, Yards, Buildings & Improvements is Land at a value of $493,879,256 (December 31, 2019 - $412,304,800).
Included in Land, Yards, Buildings & Improvements is $29,840,095 (December 31, 2019 - $16,102,351) of construction in process that is not being depreciated.
Included in Land, Yards, Buildings & Improvements are right-of-use assets at a value of $41,641,031 (December 31, 2019 - $23,772,865), net of accumulated depreciation of $2,557,224 (December 31, 2019 - $910,371). The continuity of the right-of-use assets is as follows:
Self Storage Properties
| Balance, January 1, 2019 Additions Depreciation charge for the year Balance, December 31, 2019 Additions Depreciation charge for the year Balance, December 31, 2020 |
18,174,269 $ 6,508,967 (910,371) |
|---|---|
| 23,772,865 $ 19,515,019 (1,646,853) |
|
| 41,641,031 $ |
Notes: 11
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
6. Goodwill and Intangible Assets
| Management Goodwill Contracts Trademarks COST December 31, 2018 61,226,826 $ 16,300,000 $ - $ $ Business acquisitions 36,301,098 - - December 31, 2019 97,527,924 16,300,000 - Additions - - 31,478 December 31, 2020 97,527,924 $ 16,300,000 $ 31,478 $ $ ACCUMULATED AMORTIZATION December 31, 2018 - $ - $ - $ $ Amortization - - - December 31, 2019 - - - Amortization - - - December 31, 2020 - $ - $ - $ $ NET BOOK VALUE December 31, 2019 97,527,924 16,300,000 - December 31, 2020 97,527,924 16,300,000 31,478 |
Management Goodwill Contracts Trademarks COST December 31, 2018 61,226,826 $ 16,300,000 $ - $ $ Business acquisitions 36,301,098 - - December 31, 2019 97,527,924 16,300,000 - Additions - - 31,478 December 31, 2020 97,527,924 $ 16,300,000 $ 31,478 $ $ ACCUMULATED AMORTIZATION December 31, 2018 - $ - $ - $ $ Amortization - - - December 31, 2019 - - - Amortization - - - December 31, 2020 - $ - $ - $ $ NET BOOK VALUE December 31, 2019 97,527,924 16,300,000 - December 31, 2020 97,527,924 16,300,000 31,478 |
Management Goodwill Contracts Trademarks 61,226,826 16,300,000 $ - $ $ 36,301,098 - - |
Management Goodwill Contracts Trademarks 61,226,826 16,300,000 $ - $ $ 36,301,098 - - |
Website Total - 77,526,826 $ - 36,301,098 |
|---|---|---|---|---|
| 97,527,924 - |
16,300,000 - - 31,478 |
- 113,827,924 66,371 97,849 |
||
| $ | 97,527,924 $ |
16,300,000 31,478 $ $ |
66,371 113,925,773 $ |
|
| - - $ $ - - |
- - $ - - |
|||
| - - |
- - - - |
- - - - |
||
| - $ $ |
- - $ $ |
- - $ |
||
| 97,527,924 97,527,924 |
16,300,000 - 16,300,000 31,478 |
- 113,827,924 66,371 113,925,773 |
At December 31, 2020, the Corporation performed its annual impairment test on goodwill and its indefinite life intangible assets. Goodwill is allocated to the group of CGU’s that benefited from the synergies of the business combination on which the goodwill arose. The Corporation used the fair value less costs of disposal method to determine the recoverable amount of the CGU’s. Based on the impairment test performed, the Corporation concluded that no impairment exists on its goodwill and indefinite life intangible assets.
Information regarding each impairment test is as follows:
Manitoba and Saskatchewan group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of the properties, with a net operating income growth rate of 2% which is consistent with management’s knowledge of the local market and is lower than the CGU’s recent historical growth rate.
-
Cash flows were discounted at a pre-tax rate of 5.98% based on management’s judgement in this geographic region.
Notes: 12
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 6 – Continued
Kamloops, BC group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of the properties, with a net operating income growth rate of 4%. The Corporation has seven stores in the region and is able to distribute costs and operate more efficiently.
-
Cash flows were discounted at a pre-tax rate of 6.78% based on management’s experience in this geographic region and the fact that the properties are on leased land.
London, ON group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of the property, with an average net operating income growth rate of 2% which is consistent with management’s knowledge of the local market.
-
Cash flows were discounted at a pre-tax rate of 5.98% based on management’s experience in this geographic region.
Sentinel Self-Storage group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of the properties, with a net operating income growth rate of 3.75%. Given the location of the stores in this portfolio, over 20 stores in major markets and highly desirable locations in Canada, management believes that this growth rate is sustainable, and is consistent with the CGU’s historical growth rate.
-
Cash flows were discounted at a pre-tax rate of 4.75% based on management’s experience and the superior quality and location of these properties.
Portable Storage group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of storage containers, with a net operating income growth rate of 7% based on management’s experience and the exclusive marketing channels the Corporation has for this product type.
-
Cash flows were discounted at a pre-tax rate of 6.64% based on management’s experience in these markets.
Real Storage group of CGU’s
-
The cash flow projection includes specific estimates based on the expected life of the properties, with a net operating income growth rate of 5% during the first three years and 4% thereafter.
-
Given the location of the stores in this portfolio and with the Corporation already operating in many of the 27 markets in which these stores are located, management believes that this growth rate is sustainable.
-
Cash flows were discounted at a pre-tax rate of 4.94% based on management’s experience and location of these properties.
Notes: 13
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 6 – Continued
Management Division CGU
-
The cash flow projection includes specific estimates for five years with a terminal growth rate of 4%, which management feels would be representative of the future indefinite cash flows from this asset.
-
Cash flows were discounted at a pre-tax rate of 20% based on what management deemed appropriate for the nature of this type of revenue stream.
RecordXpress Division CGU
-
The cash flow projection includes specific estimates for five years with a growth rate of 4%, which management feels would be representative of the future cash flows from these assets.
-
Cash flows were discounted at a pre-tax rate of 6.9% based on management’s experience in the records management business.
The most sensitive inputs to the value in use model used for these groups of CGU’s are the growth rate and the discount rate:
-
A 1% increase or decrease in the growth rate would not result in an impairment of these groups of CGU’s.
-
A 1% increase or decrease in the discount rate would not result in an impairment of these groups of CGU’s.
| Groupof CGU's | Goodwill CarryingValue |
|---|---|
| Manitoba and Saskatchewan Kamloops, BC London, ON Sentinel Self-Storage Portable Storage Real Storage Management Division RecordXpress Division |
2,621,716 $ 25,027,398 $ 76,470 6,488,583 142,807 2,051,728 52,442,159 385,512,531 2,578,968 13,418,541 33,622,150 248,962,861 3,364,706 19,364,705 2,678,948 7,948,404 |
| 97,527,924 $ 708,774,751 $ |
Notes: 14
StorageVault Canada Inc. Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2020 and 2019
7. Debt
| Debt | ||||
|---|---|---|---|---|
| Rate Weighted Range Average Balance Mortgages At amortized cost - Fixed/Variable 3.18% to 4.99% 4.19% 382,219,232 Maturity: Apr 2021 to Apr 2028 At FVTPL - Variable 394,261,163 - Interest rate swap 31,912,305 3.93% 426,173,468 Maturity: Jan 2024 to Dec 2030 4.05% 808,392,700 Lines of Credit and Promissory Notes At amortized cost - Variable 3.54% 61,413,656 Maturity: Dec 2022 to May 2024 At amortized cost - Fixed 4.25% 13,750,069 Maturity: Jan 2021 to Dec 2023 At FVTPL - Variable 280,244,148 - Interest rate swap 19,755,852 3.97% 300,000,000 Maturity: Apr 2022 3.84% 375,163,725 Deferred financing costs, net of accretion of $4,871,753 (Dec 31, 2019 - $3,656,956) (3,817,293) 3.98% 1,179,739,132 December 31, 2020 |
December 31, 2020 | December 31,2019 | ||
| Rate Weighted Range Average Balance |
Rate Weighted Range Average Balance |
|||
| 3.18% to 5.00% 4.25% 362,374,897 Maturity: Jul 2020 to Apr 2028 299,958,291 8,478,824 4.17% 308,437,115 Maturity: May 2028 to Nov 2029 4.21% 670,812,012 4.78% 72,413,656 Maturity: Aug 2020 to Dec 2022 5.00% 12,898,053 Maturity: Feb 2020 to Oct 2021 300,000,000 812,386 3.97% 300,812,386 Maturity: Apr 2022 4.12% 386,124,095 (3,856,505) 4.18% 1,053,079,602 |
||||
| 300,000,000 | 300,812,386 | |||
| 375,163,725 | 386,124,095 | |||
| (3,817,293) | (3,856,505) | |||
| 1,179,739,132 | 1,053,079,602 |
Reconciliation of Debt
The following table reconciles the changes in cash flows from financing activities for the Corporation's debt:
| Debt, beginning of period Advances from debt Repayment of debt Amounts offset against accounts receivable Change in fair value of debt measured at FVTPL Change in fair value of interest rate swaps Total cash flow from debt financing activities Change in deferred financing costs Debt, end of period |
December 31, 2020 December 31,2019 1,053,079,602 $ 702,411,156 $ 264,041,758 536,106,032 (123,419,291) (187,662,004) (4,710,939) (5,715,583) (51,668,157) - 42,376,947 9,291,210 126,620,318 352,019,655 39,212 (1,351,209) 1,179,739,132 $ 1,053,079,602 $ |
|---|---|
The bank prime rate at December 31, 2020 was 2.45% (December 31, 2019 – 3.95%).
Notes: 15
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 7 – Continued
Mortgages are secured by a first mortgage charge on the real estate and equipment of the Corporation, general security agreements covering all assets of the Corporation, general assignment of rents and leases and assignments of insurance coverage over all assets of the Corporation. The Corporation must maintain certain financial ratios to comply with the facilities. These covenants include debt service coverage ratios, a fixed charge coverage ratio, a tangible net worth ratio, and a loan to value ratio. As of December 31, 2020, the Corporation is in compliance with all covenants.
The deferred financing costs consist of fees and costs incurred to obtain the related mortgage financing, less accumulated amortization.
Principal repayments on mortgages and lines of credit in each of the next five years are estimated as follows:
| Year 1 | $ | 465,985,377 (includes lines of credit of $361.4 million) |
|---|---|---|
| Year 2 | $ | 191,270,632 |
| Year 3 | $ | 58,520,159 |
| Year 4 | $ | 111,172,658 |
| Year 5 | $ | 23,523,953 |
| Thereafter | $ | 333,083,646 |
The Corporation entered into interest rate swap contracts in order to fix the interest rate on $726 million of debt at a weighted average rate of 3.94%. The swaps mature between April 2022 and December 2030.
8. Hybrid Debentures
On July 20, 2020, $75 million of unsecured senior hybrid debentures were issued at a price of $1,000 per debenture with a term of sixty-six months, due January 31, 2026. These debentures bear a fixed interest rate of 5.75% per annum, payable semi-annually in arrears on January 31 and July 31 of each year, commencing January 31, 2021.
On and after January 31, 2024 and prior to January 31, 2025, the debentures will be redeemable in whole or in part from time to time at the Corporation’s option at a redemption price equal to 102.875% of the principal amount of the debentures redeemed plus accrued and unpaid interest, if any, up to but excluding the date set for redemption. On and after January 31, 2025 and prior to the maturity date, the debentures will be redeemable, in whole or in part, from time to time at the Corporation’s option at par plus accrued and unpaid interest, if any, up to but excluding the date set for redemption.
On redemption or at maturity on January 31, 2026, the Corporation may elect to, in whole or part, convert the debentures into freely tradable common shares. In such event, payment will be satisfied by delivering for each $1,000 due, that number of freely tradable shares obtained by dividing $1,000 by 95% of the current
Notes: 16
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 8 – Continued
market price on the date fixed for redemption or maturity, as the case may be. Any accrued and unpaid interest will be paid in cash.
Each embedded feature was evaluated separately and it was determined that the economic and risk characteristics are closely related to the host contract and therefore were not accounted for as separate financial instruments. The debentures were recorded at a fair value of $75 million net of deferred financing costs of $3.2 million.
The debentures are subsequently measured at amortized cost using the effective interest method over the life of the debenture. The balance of the hybrid debentures is:
| December 31, 2020 | December 31, 2020 | |
|---|---|---|
| Opening balance | $ | - |
| Additions during period | 75,000,000 | |
| Less: | ||
| Issuance costs | 3,524,177 | |
| Accretion during period | (289,902) | |
| Ending balance | $ | 71,765,725 |
9. Share Capital
Authorized: Unlimited number of common, voting shares of no par value. Authorized: Unlimited number of preferred non-voting shares issuable in series at an issuance price of $1 per share.
Common shares issued:
| Common shares issued: | |||
|---|---|---|---|
| Number of Shares | Amount | ||
| Balance, December 31, 2018 | 355,722,974 | $ | 338,552,701 |
| Issued on asset acquisitions | 5,464,286 | 15,300,000 | |
| Dividend reinvestment plan | 537,795 | 1,447,278 | |
| Share option and warrant redemption | 1,080,000 | 350,350 | |
| Share issuance costs | - | (64,666) | |
| Balance, December 31, 2019 | 362,805,055 | 355,585,663 | |
| Issued on acquisitions | 3,419,287 | 11,845,000 | |
| Dividend reinvestment plan | 481,306 | 1,518,011 | |
| Share option redemption | 782,800 | 901,588 | |
| Share issuance costs | - | (25,121) | |
| Common shares repurchased | (1,233,622) | (3,938,229) | |
| Balance, December 31, 2020 | 366,254,826 | $ | 365,886,912 |
Notes: 17
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 9 – Continued
Dividend Reinvestment Plan
Represents common shares issued under the Corporation’s dividend reinvestment plan (“DRIP") for holders of common shares approved on April 18, 2016. Under the terms of the DRIP, eligible registered holders of a minimum of 10,000 Common Shares (the "Shareholders") may elect to automatically reinvest their cash dividends, payable in respect to the common shares, to acquire additional common shares, which will be issued from treasury or purchased on the open market. The Corporation may initially issue up to 5,000,000 common shares under the DRIP, which may be increased upon Board of Directors approval, acceptance of the increase by the Exchange, and upon public disclosure of the increase.
Contributed Surplus:
| Contributed Surplus: | ||||
|---|---|---|---|---|
| December 31, 2020 | December 31,2019 | |||
| Opening balance | $ | 8,812,227 |
$ | 5,218,589 |
| Stock based compensation | 6,318,156 | 3,593,638 | ||
| Ending balance | $ | 15,130,383 | $ | 8,812,227 |
Stock Options
The Board of Directors of the Corporation may from time to time, at its discretion, and in accordance with the Exchange requirements, grant to directors, officers, employees and technical consultants of the Corporation, non-transferable options to purchase common shares provided that: i) the number of common shares reserved for issuance will not exceed 10% of the issued and outstanding common shares; ii) the options are exercisable for a period of up to 10 years from the date of grant; iii) the number of common shares reserved for issuance to any individual director or officer will not exceed 5% of the issued and outstanding common shares; and iv) the number of common shares reserved for issuance to all technical consultants, if any, will not exceed 2% of the issued and outstanding shares. The exercise price for purchasing these shares cannot be less than the minimum exercise price as provided by Exchange rules.
The following table summarizes information about stock options outstanding and exercisable as at:
| December 31, 2020 | December 31, 2020 | December 31,2019 | December 31,2019 | |
|---|---|---|---|---|
| Weighted Average | Weighted Average | |||
| Options | Exercise Price | Options | Exercise Price | |
| Opening | 18,442,450 |
$1.92 | 13,537,450 |
$1.36 |
| Exercised/Expired | (802,800) | 1.22 | (1,095,000) |
0.37 |
| Granted | 6,000,000 |
3.98 | 6,000,000 |
2.90 |
| Closing and Exercisable | 23,639,650 |
$2.47 | 18,442,450 |
$1.92 |
Notes: 18
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 9 – Continued
The fair value of options granted in 2020 was estimated on the date of the grant, as determined by using the Black-Scholes option pricing model with the following assumptions:
| Dividend Yield | 0.01% |
|---|---|
| Risk-Free Interest Rate | 0.39% |
| Expected Life of Options | 4 Years |
| Expected Volatility of the Corporation's Common Shares | 30.90% |
Stock options exercisable and outstanding are as follows:
| Exercise | Price | VestingDate | ExpiryDate | December 31, 2020 | December 31, 2019 |
|---|---|---|---|---|---|
| $ | 0.33 |
Jun. 19, 2014 | Jun. 19, 2024 | 140,000 | 140,000 |
| $ | 0.41 |
Apr. 28, 2015 | Apr. 28, 2025 | 1,660,650 | 2,122,450 |
| $ | 0.50 |
Sep. 14, 2015 | Sep. 14, 2025 | 1,550,000 | 1,570,000 |
| $ | 1.36 |
Dec. 21, 2016 | Dec. 21, 2026 | 2,785,000 | 2,810,000 |
| $ | 1.78 |
Mar. 16, 2017 | Mar. 16, 2027 | 2,810,000 | 2,850,000 |
| $ | 2.52 |
May 4, 2018 | May 4, 2028 | 2,825,000 | 3,000,000 |
| $ | 2.90 |
May 28, 2019 | May 28, 2029 | 5,869,000 | 5,950,000 |
| $ | 3.98 |
Dec. 15, 2020 | Dec. 15, 2030 | 6,000,000 | - |
| Options exercisable | and outstanding | 23,639,650 | 18,442,450 |
Equity Incentive Plan
Under the Corporation’s Equity Incentive Plan passed on May 30, 2018 (the “Plan”), directors, employees and consultants are eligible to receive awards, in the form of Restricted Share Units (“RSU’s”), Deferred Share Units (“DSU’s”) and Named Executive Officer Restricted Share Units (“Neo RSU’s”), as and when granted by the Board, at its sole discretion. The maximum number of awards that may be issued under the Plan is 17,545,677. The maximum number of shares that may be reserved for issuance under the Plan, together with any of the Corporation’s other share-based compensation arrangements, may not exceed 10% of the issued shares of the Corporation.
The RSU’s and DSU’s that are granted vest in equal annual amounts over three years. The Neo RSU’s vest three years after the date of grant. RSU’s, DSU’s and Neo RSU’s are entitled to be credited with dividend equivalents in the form of additional RSU’s, DSU’s and Neo RSU’s, respectively.
With certain exceptions, the Plan provides that (i) the maximum number of awards that may be granted to any one participant together with any other share-based compensation arrangements, in any 12 month period, may not exceed 5% of the issued shares, and, in the case of any consultant, may not exceed 2% of the issued shares; and (ii) the total value of all securities that may be issued to any non-employee director under all of the Corporation’s security based compensation arrangements may not exceed $150,000 per annum.
Notes: 19
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 9 – Continued
The Corporation entered into Total Return Swaps (“TRS”) as economic hedges of the Corporation’s DSU’s and RSU’s. Under the terms of the TRS, a bank has the right to purchase the Corporation’s shares in the marketplace as a hedge against the returns in the TRS. At December 31, 2020, 1,533,556 TRS units were outstanding.
At December 31, 2020, 100% of the combined DSU and RSU exposures were economically hedged (December 31, 2019 - 100%). Hedge accounting is not applied for the DSU/RSU hedging program.
Under the Plan, 574,255 common shares at a value of $2,150,636 have been issued as at December 31, 2020.
Dividends
A cash dividend of $0.002667 per common share was declared on March 18, 2020 and paid to shareholders of record on March 31, 2020.
A cash dividend of $0.002680 per common share was declared on June 16, 2020 and paid to shareholders of record on June 29, 2020.
A cash dividend of $0.002693 per common share was declared on September 15, 2020 and paid to shareholders of record on September 30, 2020.
A cash dividend of $0.002707 per common share was declared on December 15, 2020 and payable to shareholders of record on December 31, 2020.
10. Financial Risk Management and Fair Value
The Corporation is required to disclose certain information concerning its financial instruments. The fair values of the Corporation’s cash and short term deposits, accounts receivable and accounts payable and accrued liabilities approximate their carrying amount due to the relatively short periods to maturity of these financial instruments. The fair value of the Corporation’s debt obligations is estimated based on discounted future cash flows using discount rates that reflect current market conditions for instruments with similar terms and risks. Such fair value estimates are not necessarily indicative of the amounts the Corporation might pay or receive in actual market transactions.
IFRS establishes a three tier fair value hierarchy to reflect the significance of the inputs used in measuring the fair value of the Corporation’s financial instruments. The three levels are:
Level 1 – This level includes assets and liabilities measured at fair market value based on unadjusted quoted prices for identical assets and liabilities in active markets that the Corporation can access on the measurement date.
Level 2 – This level includes measurements based on directly or indirectly observable inputs other than quoted prices included in Level 1. Financial instruments in this category are measured using valuation models or other standard valuation techniques that rely on observable market inputs.
Notes: 20
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 10 – Continued
Level 3 – The measurements used in this level rest on inputs that are unobservable, unavailable, or whose observable inputs do not justify the largest part of the fair value instrument.
The fair value of financial liabilities was as follows:
| Financial Liabilities: Debt - at amortized cost Debt - at FVTPL Interest rate swaps |
Fair Value Carrying Fair Hierarchy Amount Value Level 2 453,565,664 474,372,525 Level 2 674,505,311 674,505,311 Level 2 51,668,157 51,668,157 As at December 31, 2020 |
As at December 31,2019 | |
|---|---|---|---|
| Carrying Fair Amount Value 443,830,101 443,830,101 599,958,291 599,958,291 9,291,210 9,291,210 |
Financial instruments may expose the Corporation to a number of financial risks including interest rate risk, credit risk and environmental risk.
- a) Interest rate risk – Interest rate risk arises from changes in market interest rates that may affect the fair value of future cash flows from the Corporation’s financial assets or liabilities. Interest rate risk may be partially mitigated by holding both fixed and floating rate debt, or by staggering the maturities of fixed rate debt. The Corporation is exposed to interest rate risk primarily relating to its long term debt. The Corporation will manage interest rate risk by utilizing fixed interest rates on its mortgages where possible, entering into interest rate swap contracts, staggering maturities over a number of years to mitigate exposure to any single year, and by attempting to ensure access to diverse sources of funding.
There is interest rate risk associated with variable rate mortgages and lines of credit as interest expense is impacted by changes in the prime rate. The impact on the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) if interest rates on variable rate debt had been 1% higher or lower for the year ended December 31, 2020 would have been approximately $747,821 (December 31, 2019 - $1,369,745).
- b) Credit risk – Credit risk arises from the possibility that customers may experience financial difficulty and be unable to fulfill their financial obligations to the Corporation. The risk of incurring bad debts often arises if storage customers relocate and cannot be found to enforce payment, or if storage customers abandon their possessions. The extent of bad debts can be mitigated by quickly following up on any unpaid amounts shortly after the due date, enforcing late fees, denying access to any customers with delinquent accounts, and ultimately seizing the possessions of the customer. Additionally, the Corporation typically rents to numerous customers, each of which constitutes significantly less than 5% of the Corporation’s monthly revenue. This diversification in the customer base reduces credit risk from any given tenant.
The Corporation has approximately $350,000 of receivables from related parties at December 31, 2020. Management believes there is low credit risk associated with these related party balances due to the nature of the relationships and the historical loss rates.
Notes: 21
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 10 – Continued
Change in the Corporation’s allowance for expected credit losses is as follows:
| Balance December 31, 2018 Charges or adjustments during the year Balance December 31, 2019 Charges or adjustments during the year Balance December 31, 2020 |
$250,658 98,968 |
|---|---|
| 349,626 63,865 |
|
| $413,491 |
The creation and release of the allowance for expected credit losses has been included in operating costs in the Consolidated Statements of Income (Loss) and Comprehensive Income (Loss). Amounts charged to the allowance account are generally written off when there is no expectation of recovering additional cash.
-
c) Liquidity risk – Liquidity risk is the risk that the Corporation will be unable to meet its financial obligations as they fall due. The Corporation manages liquidity risk through cash flow forecasting and regular monitoring of cash requirements including anticipated investing and financing activities. Typically, the Corporation ensures that it has sufficient cash or liquid investments available to meet expected operating expenses for a period of 30 days, excluding the potential impact of extreme circumstances that cannot reasonably be predicted, such as natural disasters. For the foreseeable future, the Corporation anticipates that cash flows from operations, working capital, and other sources of financing will be sufficient to meet its operating requirements, debt repayment obligations and will provide sufficient funding for anticipated capital expenditures. It is the Corporation’s intention to renew any debt coming due in the next fiscal year. The maturities of long term financial liabilities are summarized in Note 7.
-
d) Environmental risk – Environmental risk is inherent in the ownership of property. Various municipal, provincial and federal regulations can result in penalties or potential liability for remediation should hazardous materials enter the environment. The presence of hazardous substances could also impair the Corporation’s ability to finance or sell the property, or it may expose the Corporation to civil lawsuits. To mitigate such risk, the Corporation will procure recent or updated environmental reports for all acquisitions. It also prohibits the storage of hazardous substances as a condition of the rental contract signed by customers.
Unless otherwise noted, it is management’s opinion that the Corporation is not exposed to significant currency risk.
Notes: 22
StorageVault Canada Inc. Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2020 and 2019
11. Income Tax
| 2020 2019 |
|
|---|---|
| Loss before taxes Combined federal and provincial statutory income tax rate Income tax recovery calculated at statutory rate Non-deductible items Change in tax rate and other items Income tax expense (recovery) |
(44,145,281) (62,380,647) 26.50% 26.75% |
| (11,698,499) (16,686,823) 1,681,173 2,325,303 (845,733) (1,900,658) |
|
| (10,863,059) (16,262,178) |
Movements in deferred tax assets (liabilities) related to temporary differences during the year are as follows:
| December 31, 2019 Recognized on acquisitions Recognized in earnings December 31, 2020 |
|
|---|---|
| Property, plant and equipment Goodwill and intangible assets Long term debt Interest rate swaps Lease liability Deferred tax assets not recognized Non-capital loss carry forwards Deferred tax asset (liability) |
(96,315,732) - (8,224,597) (104,540,329) (1,399,440) - 4,904,798 3,505,358 (1,004,049) - (826,063) (1,830,112) 2,456,596 - (2,456,596) - 6,739,836 - 4,702,035 11,441,871 1,508,047 - 346,868 1,854,915 23,951,666 - 12,416,614 36,368,280 |
| (64,063,076) - 10,863,059 (53,200,017) |
12. Related Party Transactions
The Corporation holds a Master Franchise from Canadian PUPS Franchises Inc. (CPFI) which provides the Corporation with the exclusive Canadian franchise rights for the development and operation of portable storage throughout Canada. CPFI is a corporation related to Steven Scott and Iqbal Khan who are directors of the Corporation. The Corporation pays a monthly royalty of 3.5% on the gross sales. During the year ended December 31, 2020, the Corporation paid $289,218 (December 31, 2019 - $291,152) for royalties and $nil (December 31, 2019 - $82,585) for storage containers and other equipment under the Master Franchise Agreement.
Included in accounts payable and accrued liabilities, relating to the previously noted transactions, at December 31, 2020 was $25,231 (December 31, 2019 - $73,783) payable to CPFI.
The Corporation has management agreements with Access Self Storage Inc. and related companies (“Access Group”). These companies are related to Steven Scott and Iqbal Khan who are directors of the Corporation. The Corporation invoices the Access Group for management fees as well as additional services it provides as part of the management agreements. The Access Group will also invoice the Corporation for construction, maintenance and other services related to its day-to-day operations.
Notes: 23
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 12 – Continued
During the year ended December 31, 2020, the Corporation received $5,877,719 (December 31, 2019 - $7,559,825) in payments and reimbursements related to the management agreements. During the year ended December 31, 2020, the Corporation also incurred $20,491,351 (December 31, 2019 - $14,078,522) in expenditures related to construction, maintenance and other services related to its day-to-day operations.
Included in accounts payable and accrued liabilities as at December 31, 2020 was $2,665,248 (December 31, 2019 - $2,356,616) payable to the Access Group. Included in accounts receivable as at December 31, 2020 was $349,185 (December 31, 2019 - $671,452) receivable from the Access Group.
Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Corporation, directly and indirectly, and include directors. The remuneration of key management personnel for employment services rendered are as follows:
| December 31, 2020 | December 31, 2020 | December 31, 2019 | December 31, 2019 | |
|---|---|---|---|---|
| Wages, management fees, bonuses and directors fees | $ | 629,644 |
$ | 539,196 |
| Stock based compensation | 3,404,873 | 2,561,230 | ||
| $ | 4,034,517 |
$ | 3,100,426 |
13. Capital Risk Management
The Corporation’s objectives when managing capital are to safeguard the Corporation’s ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders. The Corporation defines capital as shareholders’ equity excluding contributed surplus, and long term debt. The Corporation manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Corporation may attempt to issue new shares, issue new debt, acquire or dispose of assets, and adjust the amount of cash and short term deposits. The Board of Directors does not establish a quantitative return on capital criteria, but rather promotes year over year sustainable growth.
The Corporation reviews and assesses its capital structure on an ongoing basis. The Corporation determines the appropriate mortgage debt to be placed on properties at the time a particular property is acquired or when an existing mortgage financing matures. Consideration is given to various factors including, but not limited to: interest rates, financing costs, the term of the mortgage and the strength of cash flow arising from the underlying asset. Mortgage debt is usually only secured by the underlying asset. The Corporation monitors its capital using a debt to fair value ratio.
Except for the debt covenants described in Note 7, the Corporation is not subject to any externally imposed capital requirements.
Notes: 24
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
14. Segmented Information
The Corporation operates three reportable business segments. Each segment is a component of the Corporation for which separate discrete financial information is available for evaluation by the chief decision makers of the Corporation.
-
Self Storage – involves the customer renting space at the Corporation’s property for short or long term storage. Self storage also includes customers utilizing space for inventory storage for last mile delivery, small commercial operations, and vehicles.
-
Portable Storage – involves delivering a portable storage unit to the customer. The customer can opt to keep the portable storage unit at their location, or have it moved to another location for further storage.
-
Management Division – involves revenues generated from the management of stores owned by third parties.
The Corporation evaluates performance and allocates resources based on earnings before interest, taxes, depreciation, amortization and stock based compensation. Corporate costs are not allocated to the segments and are shown separately.
Notes: 25
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 14 – Continued
For the Year Ended December 31, 2020
| Self Storage |
Portable Storage |
Management Division |
Corporate | Total | |
|---|---|---|---|---|---|
| Revenue Operating expenses Net operating income Acquisition and integration Selling, general & admin. Interest expense Unrealized loss (gain) on swaps Stock based compensation Depreciation & amortization Deferred tax recovery Net income (loss) Additions: Real estate and equipment |
145,591,137 $ 45,926,537 |
7,803,639 $ 5,324,321 |
2,069,146 $ - |
- $ - |
155,463,922 $ 51,250,858 |
| 99,664,600 - - 45,820,583 - - 79,493,782 - |
2,479,318 - - - - - 1,632,364 - |
2,069,146 - - - - - 631,285 - |
- 7,402,034 15,550,356 - (9,291,210) 6,318,156 800,995 (10,863,059) |
104,213,064 7,402,034 15,550,356 45,820,583 (9,291,210) 6,318,156 82,558,426 (10,863,059) |
|
| (25,649,765) $ |
846,954 $ |
1,437,861 $ |
(9,917,272) $ |
(33,282,222) $ |
|
| 273,929,664 | 232,806 | - | 2,198,550 | 276,361,020 |
For the Year Ended December 31, 2019
| Self Storage |
Portable Storage |
Management Division |
Corporate Total |
|
|---|---|---|---|---|
| Revenue Operating expenses Net operating income Acquisition and integration Selling, general & admin. Interest expense Unrealized loss on swaps Stock based compensation Depreciation & amortization Deferred tax recovery Net income (loss) Additions: Real estate and equipment |
125,764,839 $ 39,730,109 |
7,447,897 $ 5,134,990 |
1,750,304 $ - |
- $ 134,963,040 $ - 44,865,099 |
| 86,034,730 - - 42,189,684 - - 76,804,172 - |
2,312,907 - - - - - 1,867,949 - |
1,750,304 - - - - - 365,308 - |
- 90,097,941 6,982,983 6,982,983 11,214,718 11,214,718 - 42,189,684 9,291,210 9,291,210 3,593,638 3,593,638 168,926 79,206,355 (16,262,178) (16,262,178) |
|
| (32,959,126) $ |
444,958 $ |
1,384,996 $ |
(14,989,297) $ (46,118,469) $ |
|
| 409,430,685 | 334,753 | - | 247,509 410,012,947 |
Notes: 26
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
Note 14 – Continued
| Total Assets | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Self | Portable | Management | ||||||||
| Storage | Storage | Division | Corporate | Total | ||||||
| As at December 31, 2019 | $ | 1,334,810,756 |
$ | 17,946,452 |
$ | 17,408,039 |
$ | 22,700,715 |
$ | 1,392,865,962 |
| As at December 31, 2020 | $ | 1,529,514,473 |
$ | 16,019,542 |
$ | 17,492,262 |
$ | 24,353,662 |
$ | 1,587,379,939 |
15. Commitments and Contingencies
Lease Liabilities
The Corporation leases buildings and land in Kamloops, BC, Montreal, QC, Sudbury, ON, Toronto, ON, Kitchener, ON and Winnipeg, MB. The leases expire between 2023 and 2054, with the leases expiring in 2023 and 2027 having up to 15 years and 20 years of renewals, respectively, which are expected to be exercised by the Corporation.
The lease liabilities are measured at the present value of the lease payments that are not paid at the balance sheet date. Lease payments are apportioned between interest expense and a reduction of the lease liability using the Corporation’s incremental borrowing rate to achieve a constant rate of interest on the remaining balances of the liability.
For the year ended December 31, 2020, the Corporation recognized $1,418,221 (December 31, 2019 - $1,019,236) in interest expense related to its lease liabilities.
A reconciliation of the lease liabilities from the date of adoption of IFRS 16 to December 31, 2020 is as follows:
| Balance, December 31, 2019 Additions Cash Payments Interest Balance, December 31, 2020 |
Self Storage Properties | Self Storage Properties |
|---|---|---|
25,491,060 $ 19,695,524 (2,569,755) 1,418,221 44,035,050 $ |
Contingency
The Corporation has no legal contingency provisions at either December 31, 2020 or December 31, 2019.
Letters of Credit
The Corporation has various letters of credit in the amount of $91,758 which expire on September 6, 2021, with automatic extensions of a year from any future expiration date.
Notes: 27
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
16. Subsequent Events
On January 25, 2021, the Corporation announced that it has received conditional acceptance from the TSX Venture Exchange to renew its Normal Course Issuer Bid (“NCIB”) to purchase for cancellation, during the 12-month period starting January 25, 2021, up to 18,312,741 of the outstanding Common Shares of the Corporation. In addition, the Corporation has received conditional acceptance from the TSX Venture Exchange to commence a NCIB to purchase for cancellation, during the 12-month period starting January 25, 2021, outstanding senior unsecured hybrid debentures of the Corporation in the aggregate principal amount of $3,750,000.
17. COVID-19 Pandemic
In March 2020, the World Health Organization declared a global pandemic related to COVID-19. As a result, and for the future benefit of the Corporation, we modified our operating platform to continue to meet the strong demand for our services. These changes included improving our virtual systems to offer a no-contact rental process, installation of plexiglass partitions and limiting the number of customers in our offices to one at a time. Our teams are fully employed and customers are able to safely store and access their valuables. We continue to be extremely proud of our team for continuing to adapt to new processes and for being committed to providing exceptional customer and community service.
As fiscal 2020 progressed, we experienced a significant increase in leads and rentals which has resulted in higher occupancies and rental rates across the portfolio. These positive trends resulted in the Corporation achieving strong revenue growth. While customers may be further impacted, including through unemployment, the Corporation has experienced no meaningful increases in accounts receivable.
Since the start of COVID-19, the Corporation continued to execute on our strategies to attract customers through search engine marketing, improving our online presence, virtual community connection programs and the development of a national platform and initiatives to fulfill last mile storage needs. These efforts have allowed us to attract customers who are leveraging our national footprint to offer a complete storage, inventory management and mobilization solution through our self and portable storage and records management infrastructures.
18. Comparative Figures
Certain comparative figures have been reclassified to comply with the current presentation.
Notes: 28
StorageVault Canada Inc. Notes to the Consolidated Financial Statements For the Years Ended December 31, 2020 and 2019
StorageVault Canada Inc.
DIRECTORS
OFFICERS
Jay Lynne Fleming Steven Scott Vancouver, BC Chief Executive Officer Ben Harris Iqbal Khan Bedford, NY Chief Financial Officer
Iqbal Khan Toronto, ON Steven Scott Toronto, ON Alan Simpson Regina, SK
LEGAL COUNSEL
AUDITORS
DLA Piper (Canada LLP) Livingston Place 1000 – 250 2[nd] St S.W. Calgary, AB T2P 0C1 Telephone 403-296-4470 Facsimile 403-296-4474
MNP LLP 1500, 640 – 5[th] Avenue Calgary, AB T2P 3G4 Telephone 403-263-3385 Facsimile 403-269-8450
HEAD OFFICE
REGISTRAR & TRANSFER AGENT
StorageVault Canada Inc. 100 Canadian Rd Toronto, ON M1R 4Z5 Telephone 1-877-622-0205 Email: [email protected]
TSX Trust 300-5[th] Avenue S.W., 10[th] Floor Calgary, AB T2P 3C4 Telephone 403-218-2800 Facsimile 403-265-0232
TSX VENTURE EXCHANGE LISTING:
SVI
Notes: 29