EX-2 3 d865424dex2.htm EX-2 EX-2

EXHIBIT 2

 

LOGO

Audited Combined Financial Statements

of Granite Real Estate Investment Trust

and Granite REIT Inc.

For the years ended December 31, 2019 and 2018


MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING

Management of Granite Real Estate Investment Trust and Granite REIT Inc. (collectively the “Trust”) is responsible for the preparation and presentation of the combined financial statements and all information included in the 2019 Annual Report. The combined financial statements were prepared by management in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board and where appropriate, reflect estimates based on management’s best judgement in the circumstances. Financial information as presented elsewhere in the 2019 Annual Report has been prepared by management to ensure consistency with information contained in the combined financial statements. The combined financial statements have been audited by independent auditors and reviewed by the Audit Committees and approved by both the Board of Trustees of Granite Real Estate Investment Trust and the Board of Directors of Granite REIT Inc.

Management is responsible for the development and maintenance of systems of internal accounting and administrative controls of high quality. Such systems are designed to provide reasonable assurance that the financial information is accurate, relevant and reliable and that the Trust’s assets are appropriately accounted for and adequately safeguarded. Management has determined that, as at December 31, 2019 and based on the framework set forth in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, internal control over financial reporting was effective. The Trust’s President and Chief Executive Officer and Chief Financial Officer, in compliance with Section 302 of the U.S. Sarbanes-Oxley Act of 2002 (“SOX”), has provided a SOX-related certification in connection with the Trust’s annual disclosure document in the U.S. (Form 40-F) to the U.S. Securities and Exchange Commission. In accordance with National Instrument 52-109, a similar certification has been provided to the Canadian Securities Administrators.

The Trust’s Audit Committees are appointed by their respective Boards and are comprised solely of outside independent Directors or Trustees. The Audit Committees meet periodically with management, as well as with the independent auditors, to satisfy themselves that each is properly discharging its responsibilities to review the combined financial statements and the independent auditors’ report and to discuss significant financial reporting issues and auditing matters. The Audit Committees report their findings to the Boards for consideration when approving the combined financial statements for issuance to the stapled unitholders.

The combined financial statements and the effectiveness of internal control over financial reporting have been audited by Deloitte LLP, the independent auditors, in accordance with the standards of the Public Company Accounting Oversight Board (United States) on behalf of the stapled unitholders. The Auditors’ Reports outline the nature of their examination and their opinion on the combined financial statements of the Trust and the effectiveness of the Trust’s internal control over financial reporting. The independent auditors have full and unrestricted access to the Audit Committees.

 

LOGO

  

LOGO

Kevan Gorrie

  

Teresa Neto

President and Chief Executive Officer

  

Chief Financial Officer

Toronto, Canada,

March 4, 2020

 

Granite REIT 2019    63


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Unitholders of Granite Real Estate Investment Trust and the Board of Directors and Shareholders of Granite REIT Inc.

Opinion on the Financial Statements

We have audited the accompanying combined balance sheets of Granite Real Estate Investment Trust and subsidiaries and Granite REIT Inc. (collectively, the “Trust”), as of December 31, 2019 and December 31, 2018, the related combined statements of net income, comprehensive income, unitholders’ equity and cash flows, for each of the two years in the period ended December 31, 2019, and the related notes, (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Trust as of December 31, 2019 and 2018, and its financial performance and its cash flows for each of the two years in the period ended December 31, 2019, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Trust’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 4, 2020 expressed an unqualified opinion on the Trust’s internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Trust’s management. Our responsibility is to express an opinion on the Trust’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

64    Granite REIT 2019


Fair Value of Investment Properties — Refer to Notes 2(d), 2(n) Estimates and Assumptions (i) and 4 of the Financial Statements

Critical Audit Matter Description

The Trust has elected the fair value model for all investment properties and, accordingly, measures all investment properties at fair value subsequent to initial recognition on the balance sheet. The Trust primarily uses a discounted cash flow model to estimate the fair value of investment properties. The critical assumptions relating to the Trust’s estimates of fair values of investment properties include the receipt of contractual rents, contractual renewal terms, expected future market rental rates, discount rates that reflect current market uncertainties, capitalization rates and recent investment property prices.

While there are several assumptions that are required to determine the fair value of all investment properties, the critical assumptions with the highest degree of subjectivity and impact on fair values are the expected future market rental rates, discount rates and capitalization rates, otherwise referred to herein as terminal capitalization rates. Auditing these critical assumptions required a high degree of auditor judgment as the estimations made by management contain significant measurement uncertainty. This resulted in an increased extent of audit effort, including the need to involve our fair value specialists.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the expected future market rental rates, discount rates and terminal capitalization rates used to determine the fair value of the investment properties included the following, among others:

 

   

Evaluated the effectiveness of controls over determining investment properties’ fair value, including those over the determination of the expected future market rental rates, the discount rates and terminal capitalization rates.

 

   

Evaluated the reasonableness of management’s forecast of expected future market rental rates by comparing management’s forecasts with historical results, internal communications to management and the Board of Directors and contractual information, where applicable.

 

   

With the assistance of our fair value specialists, evaluated the reasonableness of management’s forecast of expected future market rental rates, discount rates and terminal capitalization rates by considering recent market transactions and industry surveys.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

March 4, 2020

We have served as the Trust’s auditor since 2012.

 

Granite REIT 2019    65


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Trustees and Unitholders of Granite Real Estate Investment Trust and the Board of Directors and Shareholders of Granite REIT Inc.

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of Granite Real Estate Investment Trust and subsidiaries and Granite REIT Inc. (collectively, the “Trust”) as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Trust maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the combined financial statements as of and for the year ended December 31, 2019, of the Trust and our report dated March 4, 2020, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Trust’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Trust’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Trust in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte LLP

Chartered Professional Accountants

Licensed Public Accountants

Toronto, Canada

March 4, 2020

 

66    Granite REIT 2019


Combined Balance Sheets

(Canadian dollars in thousands)

 

As at December 31,    Note      2019      2018  

ASSETS

        

Non-current assets:

        

Investment properties

     2(o), 4      $ 4,457,899      $ 3,424,978  

Construction funds in escrow

     3        16,767         

Acquisition deposits

     3               34,288  

Deferred tax assets

     13(c)        4,057        5,301  

Fixed assets, net

     2(o)        2,119        771  

Other assets

     6        1,273        13,425  
        4,482,115        3,478,763  

Current assets:

        

Assets held for sale

     5               44,238  

Other receivable

     7        11,650         

Accounts receivable

        7,812        4,316  

Income taxes receivable

        315        212  

Prepaid expenses and other

        3,387        2,510  

Restricted cash

               470  

Cash and cash equivalents

     15(d)        298,677        658,246  

Total assets

            $ 4,803,956      $ 4,188,755  

LIABILITIES AND EQUITY

        

Non-current liabilities:

        

Unsecured debt, net

     8(a)      $ 1,186,994      $ 1,198,414  

Cross currency interest rate swaps

     8(b)        30,365        104,757  

Long-term portion of lease obligations

     2(o)        32,426         

Deferred tax liabilities

     13(c)        320,972        303,965  
        1,570,757        1,607,136  

Current liabilities:

        

Deferred revenue

     9        5,804        4,290  

Accounts payable and accrued liabilities

     9        50,183        41,967  

Distributions payable

     10        13,081        24,357  

Short-term portion of lease obligations

     2(o)        619         

Income taxes payable

              15,402        14,020  

Total liabilities

              1,655,846        1,691,770  

Equity:

        

Stapled unitholders’ equity

     11        3,146,143        2,495,518  

Non-controlling interests

              1,967        1,467  

Total equity

              3,148,110        2,496,985  

Total liabilities and equity

            $ 4,803,956      $ 4,188,755  

 

Commitments and contingencies (note 20)

   On behalf of the Boards:   
See accompanying notes      
   /s/ Kelly Marshall    /s/ Gerald J. Miller
   Director/Trustee    Director/Trustee

 

Granite REIT 2019    67


Combined Statements of Net Income

(Canadian dollars in thousands)

 

Years ended December 31,    Note      2019     2018  

Rental revenue

     12(a)      $ 272,823     $ 246,487  

Lease termination and close-out fees

              855       996  

Revenue

        273,678       247,483  

Property operating costs

     12(b)        35,364       30,942  

Net operating income

        238,314       216,541  

General and administrative expenses

     12(c)        31,419       29,404  

Depreciation and amortization

     2(o)        906       300  

Interest income

        (9,613     (2,638

Interest expense and other financing costs

     12(d)        29,941       22,413  

Foreign exchange losses (gains), net

     12(e)        1,633       (9,390

Fair value gains on investment properties, net

     4, 5        (245,442     (354,707

Fair value (gains) losses on financial instruments

     12(f)        (1,192     562  

Acquisition transaction costs

     2(o), 3              7,968  

Loss on sale of investment properties

     5        3,045       6,871  

Other expense (income)

     12(g)        2,675       (2,250

Income before income taxes

        424,942       518,008  

Income tax expense

     13        42,667       52,651  

Net income

            $ 382,275     $ 465,357  

Net income attributable to:

       

Stapled unitholders

      $ 382,079     $ 465,156  

Non-controlling interests

              196       201  
              $ 382,275     $ 465,357  

See accompanying notes

 

68    Granite REIT 2019


Combined Statements of Comprehensive Income

(Canadian dollars in thousands)

 

Years ended December 31,    Note      2019     2018  

Net income

      $ 382,275     $ 465,357  

Other comprehensive (loss) income:

       

Foreign currency translation adjustment(1)

        (173,341     141,355  

Unrealized gain (loss) on net investment hedges, includes income taxes of nil(1)

     8(b)        77,996       (48,431

Total other comprehensive (loss) income

              (95,345     92,924  

Comprehensive income

            $ 286,930     $ 558,281  

 

(1)   Items that may be reclassified subsequently to net income if a foreign subsidiary is disposed of or hedges are terminated or no longer assessed as effective (note 2(h)).

    

Comprehensive income attributable to:

       

Stapled unitholders

      $ 286,817     $ 558,042  

Non-controlling interests

              113       239  
              $ 286,930     $ 558,281  

See accompanying notes

 

Granite REIT 2019    69


Combined Statements of Unitholders’ Equity

(Canadian dollars in thousands)

 

Year ended December 31, 2019                                            
     Number
of units
(000s)
    Stapled
units
    Contributed
surplus
    Retained
earnings
   

Accumulated

other

comprehensive

income

    Stapled
unitholders’
equity
   

Non-

controlling

interests

    Equity  

As at January 1, 2019

    45,685     $ 2,063,778     $ 95,787     $ 124,501     $ 211,452     $ 2,495,518     $ 1,467     $ 2,496,985  

Net income

                      382,079             382,079       196       382,275  

Other comprehensive loss

                            (95,262     (95,262     (83     (95,345

Stapled unit offerings, net of issuance costs
(note 11(d))

    8,349       502,003                         502,003             502,003  

Distributions (note 10)

                      (139,331           (139,331     (150     (139,481

Contributions from non-controlling interests

                                        537       537  

Special distribution paid in units and immediately consolidated (note 10)

          41,128       (41,128                              

Units issued under the stapled unit plan (note 11(b))

    20       1,207                         1,207             1,207  

Units repurchased for cancellation (note 11(c))

    (2     (66     (5                 (71           (71

As at December 31, 2019

    54,052     $ 2,608,050     $ 54,654     $ 367,249     $ 116,190     $ 3,146,143     $ 1,967     $ 3,148,110  

 

Year ended December 31, 2018                                            
     Number
of units
(000s)
    Stapled
units
    Contributed
surplus
    Retained
earnings
(Deficit)
    Accumulated
other
comprehensive
income
    Stapled
unitholders’
equity
    Non-
controlling
interests
    Equity  

As at January 1, 2018

    46,903     $ 2,118,460     $ 60,274     $ (160,686   $ 118,566     $ 2,136,614     $ 1,248     $ 2,137,862  

Net income

                      465,156             465,156       201       465,357  

Other comprehensive income

                            92,886       92,886       38       92,924  

Distributions (note 10)

                41,128       (179,969           (138,841     (20     (138,861

Units issued under the stapled unit plan (note 11(b))

    64       3,233                         3,233             3,233  

Units repurchased for cancellation (note 11(c))

    (1,282     (57,915     (5,615                 (63,530           (63,530

As at December 31, 2018

    45,685     $ 2,063,778     $ 95,787     $ 124,501     $ 211,452     $ 2,495,518     $ 1,467     $ 2,496,985  

See accompanying notes

 

70    Granite REIT 2019


Combined Statements of Cash Flows

(Canadian dollars in thousands)

 

Years ended December 31,    Note      2019     2018  

OPERATING ACTIVITIES

       

Net income

      $ 382,275     $ 465,357  

Items not involving operating cash flows

     15(a)        (196,583     (294,790

Leasing commissions paid

        (1,307     (4,225

Tenant incentives paid

        (513     (9,913

Current income tax expense

     13(a)        5,071       7,631  

Income taxes paid

        (3,009     (10,273

Interest expense

        29,275       21,440  

Interest paid

        (28,833     (21,116

Changes in working capital balances

     15(b)        (2,945     3,777  

Cash provided by operating activities

              183,431       157,888  

INVESTING ACTIVITIES

       

Investment properties:

       

Property acquisitions

     3        (930,878     (549,120

Proceeds from disposals of investment properties, net

        85,536       681,319  

Capital expenditures

       

— Maintenance or improvements

        (2,889     (17,799

— Developments or expansions

        (27,407     (15,378

Construction funds in escrow

     3        (17,125      

Mortgage receivable proceeds

     5        16,845       30,000  

Acquisition deposits

              (33,086

Fixed asset additions

        (176     (111

Increase in other assets

                    36  

Cash (used in) provided by investing activities

              (876,094     95,861  

FINANCING ACTIVITIES

       

Monthly distributions paid

        (136,897     (125,131

Special distribution paid

     10        (13,710      

Proceeds from unsecured term loans

              548,677  

Repayment of lease obligations

     2(o)        (598      

Settlement of cross currency swap

     8(b)        (6,825      

Proceeds from bank indebtedness

              247,274  

Repayments of bank indebtedness

              (279,768

Financing costs paid

        (452     (3,319

Distributions to non-controlling interests

        (150     (20

Contributions by non-controlling interests

        225        

Proceeds from stapled unit offerings, net of issuance costs

     11(d)        502,003        

Repurchase of stapled units

     11(c)        (71     (63,530

Cash provided by financing activities

              343,525       324,183  

Effect of exchange rate changes on cash and cash equivalents

              (10,431     11,295  

Net (decrease) increase in cash and cash equivalents during the year

        (359,569     589,227  

Cash and cash equivalents, beginning of year

              658,246       69,019  

Cash and cash equivalents, end of year

            $ 298,677     $ 658,246  

See accompanying notes

 

Granite REIT 2019    71


Notes to Combined Financial Statements

(All amounts in thousands of Canadian dollars unless otherwise noted)

 

1.  NATURE AND DESCRIPTION OF THE TRUST

Effective January 3, 2013, Granite Real Estate Inc. (“Granite Co.”) completed its conversion from a corporate structure to a stapled unit real estate investment trust (“REIT”) structure. All of the common shares of Granite Co. were exchanged, on a one-for-one basis, for stapled units, each of which consists of one unit of Granite Real Estate Investment Trust (“Granite REIT”) and one common share of Granite REIT Inc. (“Granite GP”). Granite REIT is an unincorporated, open-ended, limited purpose trust established under and governed by the laws of the province of Ontario and created pursuant to a Declaration of Trust dated September 28, 2012 and as subsequently amended on January 3, 2013 and December 20, 2017. Granite GP was incorporated on September 28, 2012 under the Business Corporations Act (British Columbia). Granite REIT, Granite GP and their subsidiaries (together “Granite” or the “Trust”) are carrying on the business previously conducted by Granite Co.

The stapled units trade on the Toronto Stock Exchange and on the New York Stock Exchange. The principal office of Granite REIT is 77 King Street West, Suite 4010, P.O. Box 159, Toronto-Dominion Centre, Toronto, Ontario, M5K 1H1, Canada. The registered office of Granite GP is Suite 2600, Three Bentall Centre, 595 Burrard Street, P.O. Box 49314, Vancouver, British Columbia, V7X 1L3, Canada.

The Trust is a Canadian-based REIT engaged in the acquisition, development, ownership and management of industrial, warehouse and logistics properties in North America and Europe. The Trust’s tenant base includes Magna International Inc. and its operating subsidiaries (together ‘‘Magna’’) as its largest tenant, in addition to tenants from various other industries.

These combined financial statements were approved by the Board of Trustees of Granite REIT and Board of Directors of Granite GP on March 4, 2020.

 

2.  SIGNIFICANT ACCOUNTING POLICIES

The accounting policies described below were applied consistently to all periods presented in these combined financial statements except for the new accounting standards and interpretations described in note 2(o) which were adopted effective January 1, 2019.

 

(a)

Basis of Presentation and Statement of Compliance

The combined financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”).

 

(b)

Combined Financial Statements and Basis of Consolidation

As a result of the REIT conversion described in note 1, the Trust does not have a single parent; however, each unit of Granite REIT and each share of Granite GP trade as a single stapled unit and accordingly, Granite REIT and Granite GP have identical ownership. Therefore, these financial statements have been prepared on a combined basis whereby the assets, liabilities and results of Granite GP and Granite REIT have been combined. The combined financial statements include the subsidiaries of Granite GP and Granite REIT. Subsidiaries are fully consolidated by Granite GP or Granite REIT from the date of acquisition, being the date on which control is obtained. The subsidiaries continue to be consolidated until the date that such control ceases. Control exists when Granite GP or Granite REIT have power, exposure or rights to variable returns and the ability to use their power over the entity to affect the amount of returns it generates.

All intercompany balances, income and expenses and unrealized gains and losses resulting from intercompany transactions are eliminated.

 

72    Granite REIT 2019


(c)

Trust Units

The stapled units are redeemable at the option of the holder and, therefore, are required to be accounted for as financial liabilities, except where certain exemption conditions are met, in which case redeemable instruments may be classified as equity. The attributes of the stapled units meet the exemption conditions set out in IAS 32, Financial Instruments: Presentation and are, therefore, presented as equity on the combined balance sheets.

 

(d)

Investment Properties

The Trust accounts for its investment properties, which include income-producing properties, properties under development and land held for development, in accordance with IAS 40, Investment Property. For acquired investment properties that meet the definition of a business, the acquisition is accounted for as a business combination (note 2(e)); otherwise they are initially measured at cost including directly attributable expenses. Subsequent to acquisition, investment properties are carried at fair value, which is determined based on available market evidence at the balance sheet date including, among other things, rental revenue from current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume about rental revenue from future leases less future cash outflows in respect of capital expenditures. Gains and losses arising from changes in fair value are recognized in net income in the period of change.

Income-Producing Properties

The carrying value of income-producing properties includes the impact of straight-line rental revenue (note 2(k)), tenant incentives and deferred leasing costs since these amounts are incorporated in the determination of the fair value of income-producing properties.

When an income-producing property is disposed of, the gain or loss is determined as the difference between the disposal proceeds, net of selling costs, and the carrying amount of the property and is recognized in net income in the period of disposal.

Properties Under Development

The Trust’s development properties are classified as such until the property is substantially completed and available for occupancy. The initial cost of properties under development includes the acquisition cost of the land and direct development or expansion costs, including construction costs, borrowing costs and indirect costs wholly attributable to development. Borrowing costs are capitalized to projects under development or construction based on the average accumulated expenditures outstanding during the period multiplied by the Trust’s average borrowing rate on existing debt. Where borrowings are associated with specific developments, the amount capitalized is the gross borrowing cost incurred on such borrowings less any investment income arising on temporary investment of these borrowings. The capitalization of borrowing costs is suspended if there are prolonged periods that development activity is interrupted. The Trust capitalizes direct and indirect costs, including property taxes and insurance of the development property, if activities necessary to ready the development property for its intended use are in progress. Costs of internal personnel and other indirect costs that are wholly attributable to a project are capitalized as incurred.

If considered reliably measurable, properties under development are carried at fair value. Properties under development are measured at cost if fair value is not reliably measurable. In determining the fair value of properties under development consideration is given to, among other things, remaining construction costs, development risk, the stage of project completion and the reliability of cash inflows after project completion.

 

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(e)

Business Combinations

The Trust accounts for property acquisitions as a business combination if the particular assets and set of activities acquired can be operated and managed as a business in their current state for the purpose of providing a return to the unitholders. The Trust applies the acquisition method to account for business combinations. The consideration transferred for a business combination is the fair value of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Trust. The total consideration includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired as well as liabilities and contingent liabilities assumed in a business combination are initially measured at fair value at the acquisition date.

The Trust recognizes any non-controlling interest in the acquiree on an acquisition-by-acquisition basis, either at fair value or at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets.

Acquisition related costs are expensed as incurred.

Any contingent consideration is recognized at fair value at the acquisition date. Subsequent changes to the fair value of contingent consideration that is recorded as an asset or liability is recognized in net income.

Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the identifiable net assets acquired. If the consideration transferred is lower than the fair value of the net assets acquired, the difference is recognized in net income.

 

(f)

Assets Held for Sale

Non-current assets (and disposal groups) are classified as held for sale if their carrying amounts will be recovered principally through a sale transaction rather than through continuing use. This condition is satisfied when the asset is available for immediate sale in its present condition, management is committed to the sale and the sale is highly probable to occur within one year.

 

(g)

Foreign Currency Translation

The assets and liabilities of the Trust’s foreign operations are translated into Canadian dollars using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case, for material transactions, the exchange rates at the dates of those transactions are used. Exchange differences arising are recognized in other comprehensive income and accumulated in equity.

In preparing the financial statements of each entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognized at the average rates of exchange prevailing in the period. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated. Exchange differences on monetary items are recognized in net income in the period in which they arise except for:

 

 

The effective portion of exchange differences on transactions entered into in order to hedge certain foreign currency risks are recognized in other comprehensive income;

 

 

Exchange differences on monetary items receivable from or payable to a foreign operation for which settlement is neither planned nor likely to occur (therefore forming part of the net investment in the foreign operation) are recognized in other comprehensive income; and

 

 

Exchange differences on foreign currency borrowings related to capitalized interest for assets under construction are recognized in investment properties.

 

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(h)

Financial Instruments and Hedging

Financial Assets and Financial Liabilities

The following summarizes the Trust’s classification and measurement basis of its financial assets and liabilities:

 

      Classification and
Measurement Basis

Financial assets

  

Construction funds in escrow

   Amortized Cost

Long-term receivables included in other assets

   Amortized Cost

Other receivable (proceeds receivable associated with a property disposal)

   Fair Value

Accounts receivable

   Amortized Cost

Foreign exchange forward contracts included in prepaid expenses and other

   Fair Value

Restricted cash

   Amortized Cost

Cash and cash equivalents

   Amortized Cost

Financial liabilities

  

Unsecured debentures, net

   Amortized Cost

Unsecured term loans, net

   Amortized Cost

Cross currency interest rate swaps

   Fair Value

Accounts payable and accrued liabilities

   Amortized Cost

Foreign exchange forward contracts included in accounts payable and accrued liabilities

   Fair Value

Distributions payable

   Amortized Cost

The Trust recognizes an allowance for expected credit losses (“ECL”) for financial assets measured at amortized cost. The impact of the credit loss modeling process is summarized as follow:

 

 

The Trust did not record an ECL allowance against long-term receivables as historical experience of loss on these balances is insignificant and, based on the assessment of forward-looking information, no significant increases in losses are expected. The Trust will continue to assess the valuation of these instruments.

 

 

The Trust did not record an ECL allowance against accounts receivable and has determined that its internal processes of evaluating each receivable on a specific basis for collectability using historical experience and adjusted for forward-looking information, would appropriately allow the Trust to determine if there are significant increases in credit risk to then record a corresponding ECL allowance.

For financial liabilities measured at amortized cost, the liability is amortized using the effective interest rate method. Under the effective interest rate method, any transaction fees, costs, discounts and premiums directly related to the financial liabilities are recognized in net income over the expected life of the obligation.

In regards to term modifications for financial liabilities, when a financial liability measured at amortized cost is modified or exchanged, and such modification or exchange does not result in derecognition, the adjustment to the amortized cost of the financial liability as a result of the modification or exchange is recognized in net income.

 

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Derivatives and Hedging

Derivative instruments, such as the cross currency interest rate swaps and the foreign exchange forward contracts, are recorded in the combined balance sheet at fair value, including those derivatives that are embedded in financial or non-financial contracts. Changes in the fair value of derivative instruments which are not designated as hedges for accounting purposes are recognized in the combined statements of net income. The Trust utilizes derivative financial instruments from time to time in the management of its foreign currency and interest rate exposures. The Trust’s policy is not to utilize derivative financial instruments for trading or speculative purposes.

The Trust applies hedge accounting to certain derivative and non-derivative financial instruments designated as hedges of net investments in subsidiaries with a functional currency other than the Canadian dollar. Hedge accounting is discontinued prospectively when the hedge relationship is terminated or no longer qualifies as a hedge, or when the hedging item is sold or terminated. In a net investment hedging relationship, the effective portion of foreign exchange gains or losses on the hedging instruments is recognized in other comprehensive income and the ineffective portion is recognized in net income. The amounts recorded in accumulated other comprehensive income are recognized in net income when there is a disposition or partial disposition of the foreign subsidiary.

 

(i)

Cash and Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and short-term investments with original maturities of three months or less.

Restricted cash represents segregated cash accounts for a specific purpose and cannot be used for general corporate purposes.

 

(j)

Fixed Assets

Fixed assets include computer hardware and software, furniture and fixtures and leasehold improvements, which are recorded at cost less accumulated depreciation. Depreciation expense is recorded on a straight-line basis over the estimated useful lives of the fixed assets, which typically range from 3 to 5 years for computer hardware and software and 5 to 7 years for other furniture and fixtures. Leasehold improvements are amortized over the term of the applicable lease. Fixed assets also include right-of-use assets identified in accordance with IFRS 16, Leases. Refer to note 2(o) for the measurement basis of right-of-use assets.

 

(k)

Revenue Recognition

Where Granite has retained substantially all the benefits and risks of ownership of its rental properties, leases with its tenants are accounted for as operating leases. Where substantially all the benefits and risks of ownership of the Trust’s rental properties have been transferred to its tenants, the Trust’s leases are accounted for as finance leases. All of the Trust’s current leases are operating leases.

Revenue from investment properties include base rents earned from tenants under lease agreements, property tax and operating cost recoveries and other incidental income. Rents from tenants may contain rent escalation clauses or free rent periods which are recognized in revenue on a straight-line basis over the term of the lease. The difference between the revenue recognized and the contractual rent is included in investment properties as straight-line rents receivable. In addition, tenant incentives including cash allowances provided to tenants are recognized as a reduction in rental revenue on a straight-line basis over the term of the lease where it is determined that the tenant fixturing has no benefit to the property beyond the existing tenancy. Property tax and operating cost recoveries from tenants are recognized as revenue in the period in which applicable costs are incurred.

 

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(l)

Unit-Based Compensation Plans

Incentive Stock Option Plan

Compensation expense for option grants is based on the fair value of the options at the grant date and is recognized over the period from the grant date to the date the award is vested. A liability is recognized for outstanding options based upon the fair value as the Trust is an open-ended trust making its units redeemable. During the period in which options are outstanding, the liability is adjusted for changes in the fair value with such adjustments being recognized as compensation expense in general and administrative expenses in the period in which they occur. The liability balance is reduced as options are exercised and recorded in equity as stapled units along with the proceeds received on exercise.

Executive Deferred Stapled Unit Plan

The executive deferred stapled unit plan is measured at fair value at the date of grant and amortized to compensation expense from the effective date of the grant to the final vesting date. Compensation expense is recognized on a proportionate basis consistent with the vesting features of each tranche of the grant. Compensation expense for executive deferred stapled units granted under the plan is recognized in general and administrative expenses with a corresponding liability recognized based upon the fair value of the Trust’s stapled units as the Trust is an open-ended trust making its units redeemable. During the period in which the executive deferred stapled units are outstanding, for grants with no performance criteria, the liability is adjusted for changes in the market value of the Trust’s stapled unit, and for grants with performance criteria the liability is measured at fair value using the Monte Carlo simulation model (note 11), with both such adjustments being recognized as compensation expense in general and administrative expenses in the period in which they occur. The liability balance is reduced as deferred stapled units are settled for stapled units and recorded in equity.

Director/Trustee Deferred Share Unit Plan

The compensation expense and a corresponding liability associated with the director/trustee deferred share unit plan is measured based on the market value of the underlying stapled units. During the period in which the awards are outstanding, the liability is adjusted for changes in the market value of the underlying stapled unit, with such positive or negative adjustments being recognized in general and administrative expenses in the period in which they occur. The liability balance is settled for cash when a director/trustee ceases to be a member of the Board.

 

(m)

Income Taxes

Operations in Canada

Granite qualifies as a mutual fund trust under the Income Tax Act (Canada) (the “Act”) and as such the Trust itself will not be subject to income taxes provided it continues to qualify as a REIT for purposes of the Act. A REIT is not taxable and not considered to be a Specified Investment Flow-through Trust provided it complies with certain tests and it distributes all of its taxable income in a taxation year to its unitholders.

The Trust’s qualification as a REIT results in no current or deferred income tax being recognized in the combined financial statements for income taxes related to the Canadian investment properties.

Operations in the United States

The Trust’s investment property operations in the United States are conducted in a qualifying United States REIT (“US REIT”) for purposes of the Internal Revenue Code of 1986, as amended. As a qualifying US REIT, it is not taxable provided it complies with certain tests in addition to the requirement to distribute substantially all of its taxable income.

 

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As a qualifying US REIT, current income taxes on U.S. taxable income have not been recorded in the combined financial statements. However, the Trust has recorded deferred income taxes that may arise on the disposition of its investment properties as the Trust will likely be subject to entity level income tax in connection with such transactions pursuant to the Foreign Investment in Real Property Tax Act.

Operations in Europe

The Trust consolidates certain entities that continue to be subject to income tax.

Income taxes for taxable entities in Europe, as well as other entities in Canada or the United States subject to tax, are recorded as follows:

Current Income Tax

The current income tax expense is determined on the basis of enacted or substantively enacted tax rates and laws at each balance sheet date.

Deferred Income Tax

Deferred income tax is recorded, using the liability method, on temporary differences arising between the tax basis of assets and liabilities and the amounts reported on the combined financial statements. Deferred income tax assets and liabilities are measured at tax rates that are expected to apply to the period when the asset is realized or the liability is settled, based on the tax rates and laws that have been enacted or substantively enacted at the balance sheet date. Deferred income tax assets are recognized to the extent that it is probable that deductions, tax credits or tax losses will be utilized.

Each of the current and deferred tax assets and liabilities are offset when they are levied by the same taxation authority in either the same taxable entity or different taxable entities within the same reporting group that settle on a net basis.

 

(n)

Significant Accounting Judgments, Estimates and Assumptions

The preparation of the combined financial statements requires management to make judgments, estimates and assumptions that affect the reported amounts and disclosures made in the financial statements and accompanying notes.

Management believes that the judgments, estimates and assumptions utilized in preparing the combined financial statements are reasonable and prudent; however, actual results could be materially different and require an adjustment to the reported results.

Judgments

The following are the critical judgments that have been made in applying the Trust’s accounting policies and that have the most significant effect on the amounts recognized in the combined financial statements:

 

(i)

Leases

The Trust’s policy for revenue recognition is described in note 2(k). The Trust makes judgments in determining whether certain leases are operating or finance leases, in particular tenant leases with long contractual terms or leases where the property is a large square-footage and/or architecturally specialized.

 

(ii)

Investment properties

The Trust’s policy relating to investment properties is described in note 2(d). In applying this policy, judgment is used in determining whether certain costs incurred for tenant improvements are additions to the carrying amount of the property or represent incentives, identifying the point at which practical

 

78    Granite REIT 2019


completion of properties under development occurs and determining borrowing costs to be capitalized to the carrying value of properties under development. Judgment is also applied in determining the use, extent and frequency of independent appraisals.

 

(iii)

Income taxes

The Trust applies judgment in determining whether it will continue to qualify as a REIT for both Canadian and U.S. tax purposes for the foreseeable future. However, should it at some point no longer qualify, it would be subject to income tax and would be required to recognize current and deferred income taxes.

Estimates and Assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities include the following:

 

(i)

Valuation of investment properties

The fair value of investment properties is determined by management using primarily the discounted cash flow method in which the income and expenses are projected over the anticipated term of the investment plus a terminal value discounted using an appropriate discount rate. The Trust obtains, from time to time, appraisals from independent qualified real estate valuation experts. However, the Trust does not measure its investment properties based on these appraisals but uses them as data points, together with other external market information accumulated by management, in arriving at its own conclusions on values. Management uses valuation assumptions such as discount rates, terminal capitalization rates and market rental rates applied in external appraisals or sourced from valuation experts; however, the Trust also uses its historical renewal experience with tenants, its direct knowledge of the specialized nature of certain of Granite’s portfolio and tenant profile and the actual condition of the properties in making business judgments about lease renewal probabilities, renewal rents and capital expenditures. The critical assumptions relating to the Trust’s estimates of fair values of investment properties include the receipt of contractual rents, contractual renewal terms, expected future market rental rates, discount rates that reflect current market uncertainties, capitalization rates and recent investment property prices. If there is any change in these assumptions or regional, national or international economic conditions, the fair value of investment properties may change materially. Refer to note 4 for further information on the estimates and assumptions made by management.

 

(ii)

Fair value of financial instruments

Where the fair value of financial assets or liabilities recorded on the balance sheet or disclosed in the notes cannot be derived from active markets, they are determined using valuation techniques including the discounted cash flow method. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgment is required in establishing fair values. The judgments include considerations of inputs such as credit risk and volatility. Changes in assumptions about these factors could materially affect the reported fair value of financial instruments.

 

(iii)

Income taxes

The Trust operates in a number of countries and is subject to the income tax laws and related tax treaties in each of its operating jurisdictions. These laws and treaties can be subject to different interpretations by relevant taxation authorities. Significant judgment is required in the estimation of Granite’s income tax expense, the interpretation and application of the relevant tax laws and treaties and the provision for any exposure that may arise from tax positions that are under audit by relevant taxation authorities.

 

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The recognition and measurement of deferred tax assets or liabilities is dependent on management’s estimate of future taxable profits and income tax rates that are expected to be in effect in the period the asset is realized or the liability is settled. Any changes in management’s estimate can result in changes in deferred tax assets or liabilities as reported in the combined balance sheets and also the deferred income tax expense in the combined statements of net income.

 

(o)

Accounting Standards Adopted in 2019

The Trust applied new standards and interpretations in the annual combined financial statements for the year ended December 31, 2019. The nature and effect of the changes are disclosed below.

Amendments to IFRS 3, Business Combinations

The Trust adopted the amendments to IFRS 3, Business Combinations (“IFRS 3 Amendments”) effective January 1, 2019 in advance of their mandatory effective date of January 1, 2020. The IFRS 3 Amendments were adopted prospectively and therefore the comparative information presented for 2018 has not been restated. The IFRS 3 Amendments clarify the definition of a business in determining whether an acquisition is a business combination or an asset acquisition. The IFRS 3 Amendments have removed the requirement for an assessment of whether market participants are capable of replacing any missing inputs or processes and continuing to produce outputs; the reference to an ability to reduce costs; and require, at a minimum, the acquired set of activities and assets to include an input and a substantive process to meet the definition of a business. The IFRS 3 Amendments also provide for an optional concentration test to assess whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets.

Following the adoption of the IFRS 3 Amendments, the Trust continues to account for business combinations in which control is acquired under the acquisition method. When a property acquisition is made, the Trust considers the inputs, processes and outputs of the acquiree in assessing whether it meets the definition of a business. When the acquired set of activities and assets lack a substantive process in place and will be integrated into the Trust’s existing operations, the acquisition does not meet the definition of a business and is accounted for as an asset acquisition. An asset acquisition is accounted for as an acquisition of a group of assets and liabilities. The cost of the acquisition, including transaction costs, is allocated to the assets and liabilities acquired based on their relative fair values, and no goodwill or deferred tax is recognized. Subsequently, where the acquired asset represents an investment property, it is measured at fair value in accordance with IAS 40, Investment Property (note 2(d)).

As a result of the adoption of the IFRS 3 Amendments, Granite’s income-producing property acquisitions are considered asset acquisitions rather than business combinations. Accordingly, for the year ended December 31, 2019, acquisition transaction costs of $3.6 million were first capitalized to the cost of the property and then expensed to net fair value gains/losses on investment properties as a result of measuring the property at fair value instead of directly expensing these amounts to acquisition transaction costs in the combined statements of net income. There was no significant impact to net income, unitholders’ equity or cash flows from the adoption of the IFRS 3 Amendments as at December 31, 2019 and for the year then ended. For the year ended December 31, 2018, the income-producing properties acquired in the year were accounted as business combinations in accordance with the accounting policy followed by the Trust at that time and prior to the adoption and prospective application of the IFRS 3 Amendments effective January 1, 2019.

IFRS 16, Leases

In January 2016, the IASB issued IFRS 16, Leases (‘‘IFRS 16’’) which replaced IAS 17, Leases and its associated interpretative guidance. For contracts that are or contain a lease, IFRS 16 introduces significant changes to the accounting by lessees, introducing a single, on-balance sheet accounting model that is

 

80    Granite REIT 2019


similar to finance lease accounting, with limited exceptions for short-term leases or leases of low value assets. Lessor accounting remains substantially unchanged as the distinction between operating and finance leases is retained.

The Trust has applied IFRS 16 using the modified retrospective approach, and therefore the cumulative effect of initial application is recognized in retained earnings at January 1, 2019. Accordingly, the comparative information presented for 2018 has not been restated.

As a lessee

Definition of a lease

Previously, the Trust determined at contract inception whether an arrangement was or contained a lease under IAS 17. The Trust now assesses whether a contract is or contains a lease based on the new definition of a lease. Under IFRS 16, a contract is or contains a lease if the contract conveys a right to control the use of an identified asset for a period of time in exchange for consideration.

On transition to IFRS 16, the Trust applied IFRS 16 only to contracts that were previously identified as leases. Contracts that were not identified as leases under IAS 17 and associated interpretative guidance were not reassessed as the practical expedient offered under the standard was applied. Therefore, the new definition of a lease under IFRS 16 has been applied only to contracts entered into or changed on or after January 1, 2019.

In accordance with IFRS 16, at inception or on modification of a contract that contains a lease component, the Trust allocates the consideration in the contract to each lease and non-lease component based on their relative stand-alone prices.

Accounting policy

The Trust recognizes a right-of-use asset and a lease obligation at the lease commencement date. The Trust presents right-of-use assets that do not meet the definition of investment property in “fixed assets” on the combined balance sheet, the same line item as it presents underlying assets of the same nature that it owns. The right-of-use asset is initially measured at cost and, subsequently, at cost less any accumulated depreciation and impairment, and adjusted for certain remeasurements of the lease obligation. When a right-of-use asset meets the definition of investment property, it is presented in “investment properties” on the combined balance sheet. The right-of-use asset is initially measured at cost and subsequently, it is measured at fair value in accordance with the Trust’s accounting policies.

The lease liability is initially measured at the present value of the lease payments at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, at the Trust’s incremental borrowing rate. Generally, the Trust uses its incremental borrowing rate as the discount rate. The Trust presents lease liabilities in “lease obligations” on the combined balance sheet.

The lease obligation is subsequently increased by the interest cost on the lease liability and decreased by lease payments made. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, a change in the estimate of the amount expected to be payable under a residual value guarantee or, as appropriate, a change in the assessment of whether a purchase or extension option is reasonably certain to be exercised or a termination option is reasonably certain not to be exercised.

The Trust has applied judgment to determine the lease term for some lease contracts in which it is a lessee that include renewal or termination options. The assessment of whether the Trust is reasonably certain to exercise such options impacts the lease term which, in turn, significantly affects the amount of lease obligations and right-of-use assets recognized. The Trust also applies judgment in determining the discount rate used to present value the lease obligations.

 

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Transition

In accordance with IFRS 16, the Trust recognized right-of-use assets and lease obligations for applicable leases except for leases of low-value assets for which the Trust has elected not to recognize right-of-use assets and lease liabilities. The Trust recognizes the lease payments associated with these low-value asset leases as an expense on a straight-line basis over the lease term.

The Trust leases assets related to ground leases, office space and equipment. Lease obligations were measured at the present value of the remaining lease payments, discounted at the Trust’s incremental borrowing rate as at January 1, 2019.

Right-of-use assets are measured at either:

 

 

Their carrying amount as if IFRS 16 had been applied since the commencement date, discounted using the lessee’s incremental borrowing rate at the date of initial application; or

 

 

An amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments.

The Trust recognized a right-of-use asset at a value equal to the lease obligation and, therefore, there was no impact to retained earnings as at January 1, 2019.

The Trust used the following additional practical expedients when applying IFRS 16 to leases previously classified as operating leases under IAS 17:

 

 

Applied the exemption not to recognize right-of-use assets and obligations for leases with less than 12 months of lease term;

 

 

Applied the exemption not to allocate the consideration in a contract to each lease and non-lease component;

 

 

Excluded initial direct costs from measuring the right-of-use asset at the date of initial application; and

 

 

Used hindsight when determining the lease term if the contract contains options to extend or terminate the lease.

Impact on transition

As at December 31, 2019, the Trust had leases for the use of office space, office and other equipment and ground leases for the land upon which four income-producing properties in Europe and Canada are situated. In accordance with IFRS 16, the Trust recognized these operating leases as right-of-use assets and recorded related lease liability obligations as follows:

 

      Fixed assets              Investment
properties
             Lease
obligations
 
      Office
space
     Equipment        Total              Ground
leases
                 

Balance at January 1, 2019

   $ 1,780      $ 46        $ 1,826         $ 11,801         $ 13,627  

Balance at December 31, 2019

   $ 1,429      $ 102        $ 1,531               $ 31,523               $ 33,045  

When measuring lease liabilities for leases that were classified as operating leases, the Trust discounted lease payments using its incremental borrowing rate at January 1, 2019. The weighted average rate applied is 4.4%.

During the year ended December 31, 2019, the Trust recorded an additional right-of-use asset and related lease obligation of $20.5 million for the ground lease associated with the acquisition of two income-producing properties in Mississauga, Ontario in April 2019. In addition, the Trust also recorded right-of-use assets and lease obligations of $74 thousand for equipment and $293 thousand for office space.

 

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In accordance with IFRS 16, the Trust has recognized depreciation and interest costs, instead of operating lease expense. During the year ended December 31, 2019, the Trust recognized $0.6 million of depreciation and amortization expense, and $1.3 million of interest expense from these leases. No depreciation is recognized for the right-of-use asset that meets the definition of investment property.

Future minimum lease payments relating to the right-of-use assets as at December 31, 2019 in aggregate and for the next five years and thereafter are as follows:

 

2020

   $ 619  

2021

     719  

2022

     417  

2023

     137  

2024

     119  

2025 and thereafter

     31,034  
     $ 33,045  

The lease commitments as at December 31, 2018 comprised $27.2 million related to two ground leases in Europe with annual payments of $0.5 million and $0.1 million expiring in 2049 and 2096, respectively, and $1.6 million related to certain other operating leases. On January 1, 2019, the Trust recognized lease obligations on the combined balance sheet of $13.6 million for these aforementioned lease commitments which include the impact from present value discounting of $15.4 million and certain other adjustments of $0.2 million.

As a lessor

In contrast to lessee accounting, the requirements for lessor accounting have remained largely unchanged with the distinction between operating leases and finance leases being retained. The Trust leases its investment properties, including right-of-use assets, to tenants and has determined that the in-place leases as at December 31, 2019 are operating leases. The Trust is not required to make any adjustments on transition to IFRS 16 for leases in which it is a lessor.

IFRIC 23, Uncertainty Over Income Tax Treatments

In June 2017, the IFRS Interpretations Committee issued IFRIC 23, Uncertainty Over Income Tax Treatments (“IFRIC 23”) which clarifies how the recognition and measurement requirements of IAS 12, Income Taxes, are applied where there is uncertainty over income tax treatments. This standard is effective for annual periods beginning on or after January 1, 2019. The adoption of this standard did not have an impact on the combined financial statements.

 

(p)

Future Accounting Policy Changes

As at December 31, 2019, there are no new accounting standards issued but not yet applicable to the combined financial statements except for the following:

Agenda Decision — IFRS 16, Leases

In December 2019, the IFRS Interpretations Committee issued a final agenda decision in regards to the determination of the lease term for cancellable or renewable leases under IFRS 16, Leases and whether the useful life of any non-removable leasehold improvements is limited to the lease term of the related lease. The Trust is currently assessing the impact of this interpretation on its financial statements and the implementation of the decision is expected in fiscal 2020 with retrospective application.

 

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3.  ACQUISITIONS

During the years ended December 31, 2019 and 2018, Granite acquired income-producing properties and development land consisting of the following:

 

2019 Acquisitions                  
Property    Location      Date acquired      Property
purchase price
    

Transaction

costs

     Total
acquisition
cost
 

Income-producing properties(1):

              

201 Sunridge Boulevard

     Wilmer, TX        March 1, 2019      $ 58,087      $ 141      $ 58,228  

3501 North Lancaster Hutchins Road

     Lancaster, TX        March 1, 2019        106,120        168        106,288  

2020 & 2095 Logistics Drive(2)

     Mississauga, ON        April 9, 2019        174,106        146        174,252  

1901 Beggrow Street

     Columbus, OH        May 23, 2019        71,607        289        71,896  

Heirweg 3

     Born, Netherlands        July 8, 2019        25,704        1,640        27,344  

1222 Commerce Parkway

     Horn Lake, MS        August 1, 2019        24,492        231        24,723  

831 North Graham Road

     Greenwood, IN        October 4, 2019        39,581        40        39,621  

100 Clyde Alexander Lane(3)

     Pooler, GA        October 18, 2019        62,657        614        63,271  

1301 Chalk Hill
Road(4)

     Dallas, TX        November 19, 2019        269,764        247        270,011  

330-366 Stateline Road East

     Southaven, MS        December 19, 2019        63,717        38        63,755  

440-480 Stateline Road East

     Southaven, MS        December 19, 2019        51,643        33        51,676  
         $ 947,478      $ 3,587      $ 951,065  

Development land:

              

6701, 6702 Purple Sage Road

     Houston, TX        July 1, 2019        33,361        510        33,871  
                       $ 980,839      $ 4,097      $ 984,936  

 

(1)  

The income-producing properties acquired in 2019 have been accounted for as asset acquisitions reflecting the adoption of the IFRS 3 Amendments effective January 1, 2019 (note 2(o)).

(2)   

Includes a right-of-use asset related to the ground lease of $20.5 million (note 2(o)).

(3)   

The Trust acquired the leasehold interest in this property which resulted in the recognition of a right-of-use asset, including transaction costs, of $63,271. The Trust will acquire freehold title to the property on December 31, 2022.

(4)   

Excludes cash held in escrow at December 31, 2019 to complete construction.

At the acquisition date, the developed property located at 1301 Chalk Hill Road, Dallas, Texas had outstanding construction work which resulted in $20.5 million (US$15.5 million) of the purchase price being placed in escrow to pay for the remaining construction costs. The funds will be released from escrow as the construction is completed. As at December 31, 2019, $16.8 million (US$12.9 million) remained in escrow. The purchase price noted above does not include the cash held in escrow to complete the construction. As construction is completed, the construction costs will be capitalized to the cost of the investment property.

 

84    Granite REIT 2019


During the year ended December 31, 2019, the transaction costs of $4.1 million, which included land transfer tax, legal and advisory costs, were first capitalized to the cost of the respective property and then subsequently expensed to net fair value gains on investment properties on the combined statement of net income as a result of measuring the properties at fair value.

 

2018 Acquisitions          
Property    Location      Date acquired      Property
purchase price
 

Income-producing properties(1):

        

3870 Ronald Reagan Parkway

     Plainfield, IN        March 23, 2018      $ 50,835  

181 Antrim Commons Drive

     Greencastle, PA        April 4, 2018        44,323  

Ohio portfolio (four properties):

        

10, 100 and 115 Enterprise Parkway
and 15 Commerce Parkway

     West Jefferson, OH        May 23, 2018        299,297  

Joseph-Meyer-Straße 3

     Erfurt, Germany        July 12, 2018        82,677  

120 Velocity Way

     Shepherdsville, KY        December 3, 2018        65,866  
           542,998  

Development land:

        

Lot 18, Park 70

     West Jefferson, OH        November 1, 2018        1,232  
                       $ 544,230  

 

(1)  

The income-producing properties acquired in 2018 were accounted for as business combinations (note 2(o)) in accordance with the accounting policy followed by the Trust during the 2018 year and prior to the adoption and prospective application of the IFRS 3 Amendments effective January 1, 2019.

During the year ended December 31, 2018, the Trust recognized $20.1 million of revenue and $33.2 million of net income related to the aforementioned acquisitions. Had these acquisitions occurred on January 1, 2018, the Trust would have recognized proforma revenue and net income of approximately $35.4 million and $56.7 million, respectively, during the year ended December 31, 2018.

The following table summarizes the total consideration paid for the income-producing property acquisitions and the fair value of the total identifiable net assets acquired at the acquisition dates:

 

Acquisitions During the Year Ended December 31,    2018  

Purchase consideration

  

Cash on hand

   $ 380,206  

Cash sourced from credit facility

     167,689  

Total cash consideration paid

   $ 547,895  

Recognized amounts of identifiable net assets acquired measured at their respective fair values:

  

Investment properties

   $ 542,998  

Working capital

     4,897  

Total identifiable net assets

   $ 547,895  

During the year ended December 31, 2018, the Trust incurred $7.4 million of land transfer tax, legal and advisory costs associated with the aforementioned completed acquisitions, of which $5.4 million related to the land transfer tax for the property acquired in Erfurt, Germany. The Trust incurred an additional $0.6 million of costs related to pursuing other acquisition opportunities. These costs are included in acquisition transaction costs in the combined statement of net income.

 

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As at December 31, 2018, Granite had made deposits of $34.3 million relating to property acquisitions. A $7 million deposit was made to acquire the leasehold interest in two income-producing properties located in Mississauga, Ontario and a $27.3 million (US$20.0 million) deposit was made in connection with a contractual commitment to acquire a property under development in the state of Texas. The properties were acquired during the year ended December 31, 2019.

 

4.  INVESTMENT PROPERTIES

 

As at December 31,    2019      2018  

Income-producing properties

   $ 4,377,623      $ 3,403,985  

Properties under development

     51,310        17,009  

Land held for development

     28,966        3,984  
     $ 4,457,899      $ 3,424,978  

Changes in investment properties are shown in the following table:

 

Years ended December 31,   2019                   2018  
    

Income-

producing
properties

    Properties
under
development
    Land held for
development
                 

Income-

producing
properties

   

Properties

under
development

    Land held for
development
 

Balance, beginning of year

  $ 3,403,985     $ 17,009     $ 3,984         $ 2,714,684     $     $ 18,884  

Ground leases(1) (note 2(o))

    11,801                                                

Adjusted balance, beginning of year

  $ 3,415,786     $ 17,009     $ 3,984         $ 2,714,684     $     $ 18,884  

Additions

               

— Capital expenditures:

               

Maintenance or improvements

    3,272                       8,164              

Developments or expansions

    3,641       27,250                 19,986       287       66  

— Acquisitions (note 3)

    951,065       8,932       24,939           542,998             1,232  

— Leasing commissions

    1,079                       3,340              

— Tenant incentives

    515                       816              

Transfers to properties under development

                          (12,206     16,473       (4,267

Fair value gains (losses), net

    243,351       (135     557           353,258             1,253  

Foreign currency translation, net

    (180,107     (1,746     (514         147,336       249       196  

Amortization of straight-line rent

    5,074                       4,274              

Amortization of tenant incentives

    (5,122                     (5,402            

Other changes

    189                       (972            

Classified as assets held for sale (note 5)

    (61,120                                 (372,291           (13,380

Balance, end of year

  $ 4,377,623     $ 51,310     $ 28,966                     $ 3,403,985     $ 17,009     $ 3,984  

 

(1)  

Impact of adoption of IFRS 16, Leases effective January 1, 2019.

During the year ended December 31, 2019, the Trust disposed of 13 properties (2018 — 16 properties) previously classified as assets held for sale for aggregate gross proceeds of $105.8 million (note 5). The fair value gains during the year ended December 31, 2019, excluding the 13 properties sold in the year, were $243.8 million. As at December 31, 2019, there are no properties classified as assets held for sale (note 5).

The Trust determines the fair value of an income-producing property based upon, among other things, rental income from current leases and assumptions about rental income from future leases reflecting market conditions and lease renewals at the applicable balance sheet dates, less future cash outflows in respect of such leases. Fair values are primarily determined by discounting the expected future cash flows, generally over a term of 10 years, plus a terminal value based on the application of a capitalization rate to

 

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estimated year 11 cash flows. The fair values of properties under development are measured using a discounted cash flow model, net of costs to complete, as of the balance sheet date. The Trust measures its investment properties using valuations prepared by management. The Trust does not measure its investment properties based on valuations prepared by external appraisers but uses such external appraisals as data points, together with other external market information accumulated by management, in arriving at its own conclusions on values. Management uses valuation assumptions such as discount rates, terminal capitalization rates and market rental rates applied in external appraisals or sourced from valuation experts; however, the Trust also uses its historical renewal experience with tenants, its direct knowledge of the specialized nature of certain of Granite’s portfolio and tenant profile and its knowledge of the actual condition of the properties in making business judgments about lease renewal probabilities, renewal rents and capital expenditures. There has been no change in the valuation methodology during the year other than recognizing related ground lease obligations as part of the adoption of IFRS 16, Leases.

Included in investment properties is $18.9 million (2018 — $14.8 million) of net straight-line rent receivable arising from the recognition of rental revenue on a straight-line basis over the lease term.

Details about contractual obligations to purchase, construct and develop properties can be found in the commitments and contingencies note (note 20).

Tenant minimum rental commitments payable to Granite on non-cancellable operating leases as at December 31, 2019 are as follows:

 

2020

   $ 267,967  

2021

     262,063  

2022

     247,796  

2023

     218,757  

2024

     148,423  

2025 and thereafter

     818,685  
     $ 1,963,691  

 

Granite REIT 2019    87


Valuations are most sensitive to changes in discount rates and terminal capitalization rates. The key valuation metrics for income-producing properties by country are set out below:

 

As at December 31,   2019                   2018(1)  
     Weighted
average(2)
    Maximum     Minimum                   Weighted
average(2)
    Maximum     Minimum  

Canada

               

Discount rate

    5.90%       8.75%       5.25%           5.63%       7.75%       5.00%  

Terminal capitalization rate

    5.55%       8.00%       5.00%           6.01%       7.00%       5.00%  
 

United States

               

Discount rate

    6.41%       9.50%       5.00%           6.68%       10.00%       5.75%  

Terminal capitalization rate

    6.23%       8.75%       5.25%           6.46%       9.75%       5.25%  
 

Germany

               

Discount rate

    6.83%       8.25%       5.70%           6.89%       8.25%       5.70%  

Terminal capitalization rate

    6.31%       8.75%       5.00%           6.89%       8.75%       5.25%  
 

Austria

               

Discount rate

    7.96%       10.00%       7.00%           8.37%       10.00%       8.00%  

Terminal capitalization rate

    7.34%       9.75%       6.75%           7.88%       10.00%       7.00%  
 

Netherlands

               

Discount rate

    5.24%       6.00%       4.70%           5.93%       6.50%       5.70%  

Terminal capitalization rate

    6.14%       7.55%       5.60%           6.48%       7.45%       6.00%  
 

Other

               

Discount rate

    8.25%       10.00%       7.25%           8.23%       9.50%       6.75%  

Terminal capitalization rate

    8.20%       9.75%       6.25%           8.48%       10.00%       6.75%  
 

Total

               

Discount rate

    6.60%       10.00%       4.70%           6.90%       10.00%       5.00%  

Terminal capitalization rate

    6.32%       9.75%       5.00%                       6.81%       10.00%       5.00%  

 

(1)  

Excludes assets held for sale (note 5).

(2)  

Weighted based on income-producing property fair value.

The table below summarizes the sensitivity of the fair value of income-producing properties to changes in either the discount rate or terminal capitalization rate:

 

      Discount Rate     Terminal Capitalization Rate  
Rate sensitivity    Fair value      Change in fair value     Fair value      Change in fair value  

+50 basis points

   $ 4,214,326      $ (163,297   $ 4,183,724      $ (193,899

+25 basis points

     4,292,338        (85,285     4,276,122        (101,501

Base rate

     4,377,623              4,377,623         

-25 basis points

     4,460,971        83,348       4,487,427        109,804  

-50 basis points

   $ 4,546,335      $ 168,712     $ 4,607,420      $ 229,797  

 

5.  ASSETS HELD FOR SALE AND DISPOSITIONS

Assets Held for Sale

At December 31, 2019, there are no investment properties classified as assets held for sale. At December 31, 2018, six investment properties having a fair value of $44.2 million were classified as assets held for sale and were disposed in January and February 2019.

 

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Dispositions

During the year ended December 31, 2019, 13 properties located in Canada and the United States previously classified as assets held for sale were disposed. The properties consist of the following:

 

Property    Location      Date disposed      Sale price  

3 Walker Drive

     Brampton, ON        January 15, 2019      $ 13,380  

Iowa properties (four properties):

        

403 S 8th Street

     Montezuma, IA        

1951 A Avenue

     Victor, IA        

408 N Maplewood Avenue

     Williamsburg, IA        

411 N Maplewood Avenue

     Williamsburg, IA        February 25, 2019        22,323  

375 Edward Street

     Richmond Hill, ON        February 27, 2019        8,050  

330 Finchdene Square

     Toronto, ON        September 20, 2019        13,150  

200 Industrial Parkway

     Aurora, ON        November 4, 2019        10,010  

Michigan properties (five properties):

        

1800 Hayes Street

     Grand Haven, MI        

3501 John F Donnelly Drive

     Holland, MI        

3601 John F Donnelly Drive

     Holland, MI        

3575 128th Avenue North

     Holland, MI        

6151 Bancroft Avenue

     Alto, MI        December 4, 2019        38,852  
                       $ 105,765  

The gross proceeds of $22.3 million (US$16.9 million) for the four properties in Iowa included a vendor take-back mortgage of $16.8 million (US$12.7 million). The mortgage receivable bore interest at 5.25% per annum and was repaid on June 18, 2019.

The following table summarizes the fair value changes in properties classified as assets held for sale:

 

Years ended December 31,    2019     2018  

Balance, beginning of year

   $ 44,238     $ 391,453  

Fair value gains, net

     1,669       196  

Foreign currency translation, net

     (1,262     (3,466

Disposals

     (105,765     (729,608

Classified as assets held for sale from investment properties (note 4)

     61,120       385,671  

Other

           (8

Balance, end of year

   $     $ 44,238  

During the year ended December 31, 2019, Granite incurred $3.0 million (2018 — $6.9 million) of broker commissions and legal and advisory costs associated with the disposal or planned disposal of the assets held for sale which are included in loss on sale of investment properties on the combined statements of net income. The $3.0 million loss on sale of investment properties also includes a $0.4 million gain relating to the adjustment in proceeds receivable associated with the property disposal in South Carolina in 2018 (note 7). For the year ended December 31, 2018, the $6.9 million loss on sale of investment properties also included a $1.4 million loss relating to the adjustment in proceeds receivable from the disposal of two properties located in South Carolina and Tennessee in 2018.

 

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6.  OTHER ASSETS

Other assets consist of:

 

As at December 31,    2019      2018  

Deferred financing costs associated with the revolving credit facility

   $ 885      $ 1,172  

Long-term receivables

     388        448  

Long-term proceeds receivable associated with a property disposal (note 7)

            11,805  
     $ 1,273      $ 13,425  

 

7.  CURRENT ASSETS

Other Receivable

As at December 31, 2019, other receivable includes $11.7 million (US$9.0 million) of proceeds receivable associated with the disposal of a property in South Carolina in September 2018 that is expected to be received in the first quarter of 2020. The estimated sale price for the property was determined using an income approach that assumed a forecast consumer price index inflation factor at the date of disposition. Accordingly, the proceeds receivable was subject to change and is dependent upon the actual consumer price index inflation factor as at December 31, 2019. At December 31, 2018, the proceeds receivable was $11.8 million (US$8.7 million) and was recorded in other assets (note 6).

During the year ended December 31, 2019, the changes in the proceeds receivable are shown in the following table:

 

Balance, December 31, 2018

   $ 11,805  

Change in consumer price index inflation factor

     441  

Foreign currency translation

     (596

Balance, December 31, 2019

   $ 11,650  

 

8.  UNSECURED DEBT AND CROSS CURRENCY INTEREST RATE SWAPS

 

(a)

Unsecured Debentures and Term Loans, Net

 

As at December 31,            2019      2018  
      Maturity Date      Amortized
Cost(1)
    

Principal

issued and
outstanding

     Amortized
Cost(1)
    

Principal

issued and
outstanding

 

2021 Debentures

     July 5, 2021      $ 249,646      $ 250,000      $ 249,424      $ 250,000  

2023 Debentures

     November 30, 2023        398,746        400,000        398,425        400,000  

2024 Term Loan

     December 19, 2024        239,153        239,816        251,853        252,414  

2026 Term Loan

     December 11, 2026        299,449        300,000        298,712        300,000  
              $ 1,186,994      $ 1,189,816      $ 1,198,414      $ 1,202,414  

 

(1)  

The amounts outstanding are net of deferred financing costs and, in the case of the term loans, debt modification losses. The deferred financing costs and debt modification losses are amortized using the effective interest method and are recorded in interest expense.

 

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2021 Debentures

On July 3, 2014, Granite REIT Holdings Limited Partnership (“Granite LP”), a wholly-owned subsidiary of Granite, issued at par $250.0 million aggregate principal amount of 3.788% Series 2 senior debentures due July 5, 2021 (the “2021 Debentures”). Interest on the 2021 Debentures is payable semi-annually in arrears on January 5 and July 5 of each year. Deferred financing costs of $1.6 million were incurred and recorded as a reduction against the principal owing.

The 2021 Debentures are redeemable, in whole or in part, at Granite’s option at any time and from time to time, at a price equal to accrued and unpaid interest plus the greater of (a) 100% of the principal amount of the 2021 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2021 Debenture, a price equal to which, if the 2021 Debenture were to be issued at such price on the redemption date, would provide a yield thereon from the redemption date to its maturity date equal to 46.0 basis points above the yield that a non-callable Government of Canada bond, trading at par, would carry if issued on the redemption date with a maturity date of July 5, 2021. Granite also has the option to redeem the 2021 Debentures at par plus any accrued and unpaid interest within 30 days of the maturity date of July 5, 2021.

2023 Debentures

On December 20, 2016, Granite LP issued $400.0 million aggregate principal amount of 3.873% Series 3 senior debentures due November 30, 2023 (the “2023 Debentures”) at a nominal premium. Interest on the 2023 Debentures is payable semi-annually in arrears on May 30 and November 30 of each year. Deferred financing costs of $2.2 million were incurred and recorded as a reduction against the principal owing.

The 2023 Debentures are redeemable, in whole or in part, at Granite’s option at any time and from time to time, at a price equal to accrued and unpaid interest plus the greater of (a) 100% of the principal amount of the 2023 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2023 Debenture, a price equal to which, if the 2023 Debenture were to be issued at such price on the redemption date, would provide a yield thereon from the redemption date to its maturity date equal to 62.5 basis points above the yield that a non-callable Government of Canada bond, trading at par, would carry if issued on the redemption date with a maturity date of November 30, 2023. Granite also has the option to redeem the 2023 Debentures at par plus any accrued and unpaid interest within 30 days of the maturity date of November 30, 2023.

2024 Term Loan

On December 19, 2018, Granite LP entered into and fully drew down a US$185.0 million senior unsecured non-revolving term facility that originally matured on December 19, 2022. On October 10, 2019, Granite refinanced the US$185.0 million term facility and extended the maturity date two years to December 19, 2024 (the “2024 Term Loan”). The 2024 Term Loan is fully prepayable without penalty. Any amount repaid may not be re-borrowed. Interest on drawn amounts is calculated based on LIBOR plus an applicable margin determined by reference to the external credit rating of Granite LP and is payable monthly in arrears. Deferred financing costs of $0.8 million were incurred and are recorded as a reduction against the principal owing. In addition, as a result of the extension in the maturity date in October 2019, Granite recorded a nominal loss in fair value (gains) losses on financial instruments on the combined statement of net income as a result of the debt modification.

In conjunction with the extension, the previously existing cross currency interest rate swap associated with the term facility (the “2022 Cross Currency Interest Rate Swap”) was terminated on September 24, 2019 and blended into a new cross currency interest rate swap (note 8(b)).

 

Granite REIT 2019    91


2026 Term Loan

On December 12, 2018, Granite LP entered into and fully drew down a $300.0 million senior unsecured non-revolving term facility that originally matured on December 12, 2025. On November 27, 2019, Granite refinanced the $300.0 million term facility and extended the maturity date one year to December 11, 2026 (the “2026 Term Loan”). The 2026 Term Loan is fully prepayable without penalty. Any amount repaid may not be re-borrowed. Interest on drawn amounts is calculated based on the Canadian Dollar Offered Rate (“CDOR”) plus an applicable margin determined by reference to the external credit rating of Granite LP and is payable monthly in advance. Deferred financing costs of $1.5 million were incurred and are recorded as a reduction against the principal owing. In addition, as a result of the extension in the maturity date in November 2019, Granite recorded a loss of $0.7 million in fair value (gains) losses on financial instruments on the combined statement of net income as a result of the debt modification.

In conjunction with the extension, the previously existing cross currency interest rate swap associated with the term facility (the “2025 Cross Currency Interest Rate Swap”) was settled on November 27, 2019 and a new cross currency interest rate swap was entered into (note 8(b)).

The 2021 Debentures, 2023 Debentures, 2024 Term Loan and 2026 Term Loan rank pari passu with all of Granite LP’s other existing and future senior unsecured indebtedness and are guaranteed by Granite REIT and Granite GP.

 

(b)

Cross Currency Interest Rate Swaps

 

As at December 31,    2019      2018  

Financial liabilities at fair value

 

  

2021 Cross Currency Interest Rate Swap

   $ 3,630      $ 26,877  

2023 Cross Currency Interest Rate Swap

     24,298        56,922  

2022 Cross Currency Interest Rate Swap

            3,826  

2024 Cross Currency Interest Rate Swap

     1,202         

2025 Cross Currency Interest Rate Swap

            17,132  

2026 Cross Currency Interest Rate Swap

     1,235         
     $ 30,365      $ 104,757  

On July 3, 2014, the Trust entered into a cross currency interest rate swap (the “2021 Cross Currency Interest Rate Swap”) to exchange the 3.788% semi-annual interest payments from the 2021 Debentures for Euro denominated payments at a 2.68% fixed interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of 171.9 million in exchange for which it will receive $250.0 million on July 5, 2021.

On December 20, 2016, the Trust entered into a cross currency interest rate swap (the “2023 Cross Currency Interest Rate Swap”) to exchange the 3.873% semi-annual interest payments from the 2023 Debentures for Euro denominated payments at a 2.43% fixed interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of 281.1 million in exchange for which it will receive $400.0 million on November 30, 2023.

On December 19, 2018, the Trust entered into the 2022 Cross Currency Interest Rate Swap to exchange the LIBOR plus margin monthly interest payments from the term loan that originally matured in 2022 for Euro denominated payments at a 1.225% fixed interest rate. In anticipation of the term loan extension on October 10, 2019, the 2022 Cross Currency Interest Rate Swap was terminated on September 24, 2019 and blended into a new cross currency interest rate swap (the “2024 Cross Currency Interest Rate Swap”). The 2024 Cross Currency Interest Rate Swap exchanges the LIBOR plus margin monthly interest payments from the 2024 Term Loan for Euro denominated payments at a 0.522% fixed interest rate. In addition, under the

 

92    Granite REIT 2019


terms of the 2024 Cross Currency Interest Rate Swap, Granite will pay principal proceeds of 168.2 million in exchange for which it will receive US$185.0 million on December 19, 2024.

On December 12, 2018, the Trust entered into the 2025 Cross Currency Interest Rate Swap to exchange the CDOR plus margin monthly interest payments from the term loan that originally matured in 2025 for Euro denominated payments at a 2.202% fixed interest rate. As a result of the term loan extension on November 27, 2019, the 2025 Cross Currency Interest Rate Swap was settled for $6.8 million and a new cross currency interest rate swap was entered into (the “2026 Cross Currency Interest Rate Swap”). The 2026 Cross Currency Interest Rate Swap exchanges the CDOR plus margin monthly interest payments from the 2026 Term Loan for Euro denominated payments at a 1.355% fixed interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of 205.5 million in exchange for which it will receive $300.0 million on December 11, 2026.

The cross currency interest rate swaps are designated as net investment hedges of the Trust’s investment in foreign operations. The effectiveness of the hedges are assessed quarterly. As an effective hedge, the fair value gains or losses on the cross currency interest rate swaps and the foreign exchange gains or losses on the 2024 Term Loan are recognized in other comprehensive income. For the year ended December 31, 2019, the Trust has assessed the net investment hedge associated with each cross currency swap, except for the 2024 Cross Currency Interest Rate Swap, to be effective. In the year ended December 31, 2019, as a result of the refinancing of the 2024 Term Loan, the Trust de-designated the 2022 Cross Currency Interest Rate Swap on September 24, 2019 as the terms of the swap did not match the terms of the loan. On October 10, 2019, the Trust designated the foreign exchange movements associated with the 2024 Cross Currency Interest Rate Swap with the terms of the 2024 Term Loan resulting in an effective hedge. Accordingly, the change in market value relating to foreign exchange movements is recorded in other comprehensive income. Since the Trust did not employ hedge accounting from September 24, 2019 to October 10, 2019 and there is no effective hedge for the interest and other movements associated with the market value changes of the 2024 Cross Currency Interest Rate Swap, a fair value gain of $2.0 million is recognized in fair value gains on financial instruments (note 12(f)) in the combined statement of net income.

The Trust has elected to record the differences resulting from the lower interest rates associated with the cross currency interest rate swaps in the combined statements of net income.

 

9.  CURRENT LIABILITIES

Deferred Revenue

Deferred revenue relates to prepaid and unearned revenue received from tenants and fluctuates with the timing of rental receipts.

Bank Indebtedness

On February 1, 2018, the Trust entered into an unsecured revolving credit facility in the amount of $500.0 million that is available by way of Canadian dollar, US dollar or Euro denominated loans or letters of credit and matures on February 1, 2023. The Trust has the option to extend the maturity date by one year to February 1, 2024 subject to the agreement of lenders in respect of a minimum of 66 2/3% of the aggregate amount committed under the facility. The credit facility provides the Trust with the ability to increase the amount of the commitment by an additional aggregate principal amount of up to $100.0 million with the consent of the participating lenders. As at December 31, 2019, the Trust had no amounts (2018 — nil) drawn from the credit facility and $1.0 million (2018 — $0.1 million) in letters of credit issued against the facility.

 

Granite REIT 2019    93


Accounts Payable and Accrued Liabilities

 

As at December 31,    2019      2018  

Accounts payable

   $ 6,840      $ 5,352  

Accrued salaries, incentives and benefits

     5,416        5,364  

Accrued interest payable

     6,507        6,606  

Accrued construction payable

     5,933        2,429  

Accrued professional fees

     3,822        2,910  

Accrued employee unit-based compensation

     5,586        3,193  

Accrued trustee/director unit-based compensation

     3,301        2,330  

Accrued property operating costs

     6,376        2,013  

Accrued land transfer tax in connection with an acquisition

            5,499  

Accrued leasing commissions

     177        407  

Accrual associated with a property disposal (note 7)

     1,944        2,047  

Other accrued liabilities

     4,281        3,817  
     $ 50,183      $ 41,967  

In connection with the disposal of a property in South Carolina in September 2018, Granite has retained an obligation to make certain repairs to the building. Accordingly, as at December 31, 2019, a liability of approximately $1.9 million (2018 — $2.0 million) is included in the accrual associated with a property disposal above. The estimated amount was determined using a third-party report and is expected to be settled in the first quarter of 2020 in conjunction with the proceeds receivable for this property disposal (note 7).

 

10.  DISTRIBUTIONS TO STAPLED UNITHOLDERS

Total distributions declared to stapled unitholders in the years ended December 31, 2019 and 2018 were as follows:

 

Years ended December 31,    2019              2018  
     

Total

distributions

     Distributions
per unit
            

Total

distributions

     Distributions
per unit
 

Monthly cash distributions declared

   $ 139,331      $ 2.81         $ 125,131      $ 2.73  

Special distribution payable in cash

                      13,710      $ 0.30  

Special distribution payable in stapled units

                            41,128      $ 0.90  
     $ 139,331                        $ 179,969           

Distributions payable at December 31, 2019 of $13.1 million (24.2 cents per stapled unit), representing the December 2019 monthly distribution, were paid on January 15, 2020. Distributions payable at December 31, 2018 of $24.3 million were paid on January 15, 2019 and represented the December 2018 monthly distributions of $10.6 million and the cash portion of a special distribution of $13.7 million.

As a result of the increase in taxable income generated primarily as a result of the sale transactions in 2018, Granite’s Board of Trustees declared a special distribution in December 2018 of $1.20 per stapled unit, which comprised of 30.0 cents per unit payable in cash and 90.0 cents per unit payable by the issuance of stapled units. On January 15, 2019, immediately following the issuance of the stapled units, the stapled units were consolidated such that each unitholder held the same number of stapled units after the consolidation as each unitholder held prior to the special distribution. The special distribution declared in

 

94    Granite REIT 2019


stapled units of $41.1 million was recorded to contributed surplus in the year ended December 2018, in accordance with IAS 32, Financial Instruments: Presentation, as the Trust was settling the distribution with a fixed number of its own equity instruments. In January 2019, upon the issuance of the stapled units, the stapled units account increased and contributed surplus decreased by $41.1 million, respectively.

Subsequent to December 31, 2019, the distributions declared in January 2020 in the amount of $13.1 million or 24.2 cents per stapled unit were paid on February 14, 2020 and the distributions declared in February 2020 of $13.1 million or 24.2 cents per stapled unit will be paid on March 16, 2020.

 

11.  STAPLED UNITHOLDERS’ EQUITY

 

(a)

Stapled Units

The stapled units consist of one unit of Granite REIT and one common share of Granite GP. Granite REIT is authorized to issue an unlimited number of units. Granite GP’s authorized share capital consists of an unlimited number of common shares without par value. Each stapled unit is entitled to distributions and/or dividends in the case of Granite GP as and when declared and, in the event of termination of Granite REIT and Granite GP, to the net assets of Granite REIT and Granite GP remaining after satisfaction of all liabilities.

 

(b)

Unit-Based Compensation

Incentive Stock Option Plan

The Incentive Stock Option Plan allows for the grant of stock options or stock appreciation rights to directors, officers, employees and consultants. As at December 31, 2019 and December 31, 2018, there were no options outstanding under this plan.

Director/Trustee Deferred Share Unit Plan

Granite established Non-Employee Director Share-Based Compensation Plans (the “DSPs”) which provide for a deferral of up to 100% of each non-employee director’s total annual remuneration, at specified levels elected by each director. The amounts deferred under the DSPs are reflected by notional deferred share units (“DSUs”) whose value at the time that the particular payment to the director is determined reflects the fair market value of a stapled unit. The value of a DSU subsequently appreciates or depreciates with changes in the market price of the stapled units. The DSPs also provide for the accrual of notional distribution equivalents on any distributions paid on the stapled units. Under the DSPs, when a director leaves the Board, the director receives a cash payment at an elected date equal to the value of the accumulated DSUs at such date. There is no option under the DSPs for directors to receive stapled units in exchange for DSUs.

A reconciliation of the changes in the notional DSUs outstanding is presented below:

 

      2019              2018  
      Number
(000s)
    Weighted Average
Grant Date
Fair Value
             Number
(000s)
     Weighted Average
Grant Date
Fair Value
 

DSUs outstanding, January 1

     44     $ 46.01           28      $ 41.88  

Granted

     17       55.59           16        53.11  

Settled

     (11     51.57                         

DSUs outstanding, December 31

     50     $ 48.01                 44      $ 46.01  

 

Granite REIT 2019    95


Executive Deferred Stapled Unit Plan

The Executive Stapled Unit Plan (the “Restricted Stapled Unit Plan”) provides for the issuance of Restricted Share Units (“RSU”) and Performance Share Units (“PSU”) and is designed to provide equity-based compensation in the form of stapled units to executives and other employees (the “Participants”). The maximum number of stapled units which may be issued pursuant to the Restricted Stapled Unit Plan is 1.0 million. The Restricted Stapled Unit Plan entitles a Participant to receive a stapled unit or a cash payment equal to the market value of the stapled unit, which on any date is the volume weighted average trading price of a stapled unit on the Toronto Stock Exchange or New York Stock Exchange over the preceding five trading days. The form of redemption of the stapled units is determined by the Compensation, Governance and Nominating Committee and is not at the option of the Participant. Vesting conditions in respect of a grant are determined by the Compensation, Governance and Nominating Committee at the time the grant is made and may result in the vesting of more or less than 100% of the number of stapled units. The Restricted Stapled Unit Plan also provides for the accrual of distribution equivalent amounts based on distributions paid on the stapled units. Stapled units are, unless otherwise agreed or otherwise required by the Restricted Stapled Unit Plan, settled within 60 days following vesting.

A reconciliation of the changes in stapled units outstanding under the Restricted Stapled Unit Plan is presented below:

 

      2019              2018  
      Number
(000s)
    Weighted Average
Grant Date
Fair Value
             Number
(000s)
    Weighted Average
Grant Date
Fair Value
 

Restricted stapled units outstanding, January 1

     117     $ 50.34           106     $ 43.32  

New grants — RSUs and PSUs (1)

     85       61.90           75       53.29  

Forfeited

     (2     64.16                  

Settled in cash

     (35     52.91                  

Settled in stapled units

     (20     52.91                 (64     42.14  

Restricted stapled units outstanding, December 31(1)

     145     $ 55.93                 117     $ 50.34  

 

(1)  

New grants include 24,587 PSUs granted during the year ended December 31, 2019 (2018 — 3,730 PSUs). Total restricted stapled units outstanding at December 31, 2019 include a total of 28,317 PSUs granted (2018 — 3,730 PSUs).

The fair value of the outstanding PSUs was $1.9 million at December 31, 2019. The fair value is calculated using the Monte-Carlo simulation model based on the assumptions below as well as a market adjustment factor based on the total unitholder return of the Trust’s stapled units relative to the S&P/TSX Capped REIT Index.

 

Grant Date

   January 1, August 12, September 24, 2019 and November 16, 2018

PSUs granted

  

28,317

Term to expiry

   2.0 years

Average volatility rate

   15.1%

Risk free interest rate

   1.72%

 

96    Granite REIT 2019


The Trust’s unit-based compensation expense recognized in general and administrative expenses was:

 

Years ended December 31,    2019      2018  

DSPs for trustees/directors(1)

   $ 1,645      $ 948  

Restricted Stapled Unit Plan for executives and employees

     5,839        2,996  

Unit-based compensation expense

   $ 7,484      $ 3,944  

Fair value remeasurement expense included in the above:

     

• DSPs for trustees/directors

   $ 568      $ 122  

• Restricted Stapled Unit Plan for executives and employees

     1,321        378  

Total fair value remeasurement expense

   $ 1,889      $ 500  

 

(1)  

In respect of fees mandated and elected to be taken as DSUs.

 

(c)

Normal Course Issuer Bid

On May 14, 2019, Granite announced the acceptance by the Toronto Stock Exchange (“TSX”) of Granite’s Notice of Intention to Make a Normal Course Issuer Bid (“NCIB”). Pursuant to the NCIB, Granite proposes to purchase through the facilities of the TSX and any alternative trading system in Canada, from time to time and if considered advisable, up to an aggregate of 4,853,666 of Granite’s issued and outstanding stapled units. The NCIB commenced on May 21, 2019 and will conclude on the earlier of the date on which purchases under the bid have been completed and May 20, 2020. Pursuant to the policies of the TSX, daily purchases made by Granite through the TSX may not exceed 41,484 stapled units, subject to certain exceptions. Granite entered into an automatic securities purchase plan with a broker in order to facilitate repurchases of the stapled units under the NCIB during specified blackout periods. Pursuant to a previous notice of intention to conduct a NCIB, Granite received approval from the TSX to purchase stapled units for the period May 18, 2018 to May 17, 2019.

During the year ended December 31, 2019, Granite repurchased 700 stapled units (2018 — 1,282,171 stapled units) for consideration of less than $0.1 million (2018 — $63.5 million). The difference between the repurchase price and the average cost of the stapled units of less than $0.1 million (2018 — $5.6 million) was recorded to contributed surplus.

 

(d)

Stapled Unit Offerings

On April 30, 2019, Granite completed an offering of 3,749,000 stapled units at a price of $61.50 per unit for gross proceeds of $230.6 million, including 489,000 stapled units issued pursuant to the exercise of the over-allotment option granted to the underwriters. Total costs related to the offering totaled $10.2 million and were recorded directly to stapled unitholders’ equity.

On October 31, 2019, Granite completed an offering of 4,600,000 stapled units at a price of $64.00 per unit for gross proceeds of $294.4 million, including 600,000 stapled units issued pursuant to the exercise of the over-allotment option granted to the underwriters. Total costs relating to the offering totaled $12.8 million and were recorded directly to stapled unitholders’ equity.

 

Granite REIT 2019    97


(e)

Accumulated Other Comprehensive Income

Accumulated other comprehensive income consists of the following:

 

As at December 31,    2019     2018  

Foreign currency translation gains on investments in subsidiaries, net of related hedging activities and non-controlling interests(1)

   $ 159,499     $ 320,158  

Fair value losses on derivatives designated as net investment hedges

     (43,309     (108,706
     $ 116,190     $ 211,452  

 

(1)   

Includes foreign currency translation gains and losses from non-derivative financial instruments designated as net investment hedges.

 

12.  RENTAL REVENUE, RECOVERIES, COSTS AND EXPENSES

 

(a)

Rental revenue consists of:

 

Years ended December 31,    2019     2018  

Base rent

   $ 240,345     $ 221,114  

Straight-line rent amortization

     5,074       4,274  

Tenant incentive amortization

     (5,122     (5,402

Property tax recoveries

     22,280       19,344  

Property insurance recoveries

     2,161       2,174  

Operating cost recoveries

     8,085       4,983  
     $ 272,823     $ 246,487  

 

(b)

Property operating costs consist of:

 

Years ended December 31,    2019      2018  

Non-recoverable from tenants:

     

Property taxes and utilities

   $ 1,096      $ 1,077  

Legal

     189        436  

Consulting

     90        123  

Environmental and appraisals

     511        702  

Repairs and maintenance

     804        725  

Ground rents

            664  

Other

     558        730  
     $ 3,248      $ 4,457  

Recoverable from tenants:

     

Property taxes and utilities

   $ 23,784      $ 20,127  

Property insurance

     2,391        2,138  

Repairs and maintenance

     2,733        2,069  

Property management fees

     2,001        1,470  

Other

     1,207        681  
     $ 32,116      $ 26,485  

Property operating costs

   $ 35,364      $ 30,942  

 

98    Granite REIT 2019


(c)

General and administrative expenses consist of:

 

Years ended December 31,          2019            2018  

Salaries, incentives and benefits

   $ 13,753      $ 16,030  

Audit, legal and consulting

     4,268        3,972  

Trustee/director fees including distributions and revaluations and expenses

     1,976        1,285  

RSU and PSU compensation expense including distributions and revaluations

     5,839        2,996  

Other public entity costs

     2,096        1,651  

Office rents including property taxes and common area maintenance costs

     379        900  

Other

     3,108        2,570  
     $ 31,419      $ 29,404  

(d)    Interest expense and other financing costs consist of:

 

Years ended December 31,           2019            2018  

Interest and amortized issuance costs relating to debentures and term loans

   $ 26,632     $ 18,544  

Amortization of deferred financing costs and other interest expense and charges

     2,169       3,869  

Interest expense related to lease obligations (note 2(o))

     1,300        
   $ 30,101     $ 22,413  

Less: Capitalized interest

     (160      
     $ 29,941     $ 22,413  

(e)    For the year ended December 31, 2018, foreign exchange gains of $9.4 million included, among other, an $8.5 million foreign exchange gain due to the remeasurement of the US dollar proceeds from the sale of three investment properties in January 2018 and a $1.4 million foreign exchange gain from the settlement of two cross currency swaps during the 2018 year for which the Trust did not employ hedge accounting.

(f)    Fair value (gains) losses on financial instruments consist of:

 

Years ended December 31,    2019     2018  

Foreign exchange forward contracts, net

   $ 8     $ 562  

Losses on term loan debt modifications (note 8(a))

     752        

Cross currency interest rate swap (note 8(b))

     (1,952      
     $ (1,192   $ 562  

For the year ended December 31, 2019, the fair value gain of $2.0 million is associated with the fair value movement of the new 2024 Cross Currency Interest Rate Swap (note 8(b)). The Trust did not employ or partially employed hedge accounting for the derivative and therefore the change in fair value is recognized in fair value (gains) losses on financial instruments in the combined statement of net income (note 8(b)).

(g)    During the year ended December 31, 2019, Granite incurred $2.7 million of real estate land transfer tax associated with an internal reorganization. During the year ended December 31, 2018, Granite entered into a settlement agreement related to a land use matter for a property in Ontario, Canada and was awarded a settlement amount of $2.3 million.

 

Granite REIT 2019    99


13.  INCOME TAXES

(a)    The major components of the income tax expense are:

 

Years ended December 31,    2019     2018  

Current income tax:

    

Current taxes

   $ 6,069     $ 7,902  

Current taxes referring to previous periods

     (1,526     (973

Withholding taxes and other

     528       702  
     $ 5,071     $ 7,631  

Deferred income tax:

    

Origination and reversal of temporary differences

   $ 41,140     $ 56,423  

Impact of changes in tax rates

     (1,678     (4,637

Benefits arising from a previously unrecognized tax loss that reduced:

    

— Current tax expense

     (12     (6,408

— Deferred tax expense

     (285     (200

Withholding taxes on profits of subsidiaries

     (388     85  

Other

     (1,181     (243
     $ 37,596     $ 45,020  

Income tax expense

   $ 42,667     $ 52,651  

For the year ended December 31, 2019, there was no current tax expense associated with the disposition of properties. For the year ended December 31, 2018, $0.2 million of current tax expense related to the disposition of a property in Germany.

(b)    The effective income tax rate reported in the combined statements of net income varies from the Canadian statutory rate for the following reasons:

 

Years ended December 31,    2019     2018  

Income before income taxes

   $ 424,942     $ 518,008  

Expected income taxes at the Canadian statutory tax rate of 26.5% (2018 — 26.5%)

   $ 112,610     $ 137,272  

Income distributed and taxable to unitholders

     (59,966     (81,272

Net foreign rate differentials

     (7,526     (7,830

Net change in provisions for uncertain tax positions

     72       810  

Net permanent differences

     519       7,261  

Net effect of change in tax rates

     (1,678     (4,637

Withholding taxes and other

     (1,364     1,047  

Income tax expense

   $ 42,667     $ 52,651  

 

100    Granite REIT 2019


(c)

Deferred tax assets and liabilities consist of temporary differences related to the following:

 

As at December 31,    2019     2018  

Deferred tax assets:

    

Investment properties

   $ 83     $ 769  

Eligible capital expenditures

     2,270       2,441  

Other

     1,704       2,091  

Deferred tax assets

   $ 4,057     $ 5,301  

Deferred tax liabilities:

    

Investment properties

   $ 323,385     $ 304,593  

Withholding tax on undistributed subsidiary profits

     134       682  

Other

     (2,547     (1,310

Deferred tax liabilities

   $ 320,972     $ 303,965  

 

(d)

Changes in the net deferred tax liabilities consist of the following:

 

Years ended December 31,    2019     2018  

Balance, beginning of year

   $ 298,664     $ 238,310  

Deferred tax expense recognized in net income

     37,596       45,020  

Foreign currency translation of deferred tax balances

     (19,345     15,334  

Net deferred tax liabilities, end of year

   $ 316,915     $ 298,664  

(e)    Net cash payments of income taxes amounted to $3.0 million for the year ended December 31, 2019 (2018 — $10.3 million) which included $0.4 million of withholding taxes paid (2018 — $0.7 million).

(f)    The Trust conducts operations in a number of countries with varying statutory rates of taxation. Judgment is required in the estimation of income tax expense and deferred income tax assets and liabilities in each of the Trust’s operating jurisdictions. This process involves estimating actual current tax exposure, assessing temporary differences that result from the different treatments of items for tax and accounting purposes, assessing whether it is more likely than not that deferred income tax assets will be realized and, based on all the available evidence, determining if a provision is required on all or a portion of such deferred income tax assets. The Trust reports a liability for uncertain tax positions (“unrecognized tax benefits”) taken or expected to be taken in a tax return. The Trust recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense.

As at December 31, 2019, the Trust had $11.4 million (2018 — $13.2 million) of unrecognized income tax benefits, including $0.3 million (2018 — $0.3 million) related to accrued interest and penalties, all of which could ultimately reduce the Trust’s effective tax rate should these tax benefits become recognized. The Trust believes that it has adequately provided for reasonably foreseeable outcomes related to tax examinations and that any resolution will not have a material effect on the combined financial position, results of operations or cash flows. However, the Trust cannot predict with any level of certainty the exact nature of any future possible outcome.

 

Granite REIT 2019    101


A reconciliation of the beginning and ending amounts of unrecognized tax benefits is as follows:

 

As at December 31,    2019     2018  

Unrecognized tax benefits balance, beginning of year

   $ 13,197     $ 12,035  

Decreases for tax positions of prior years

     (3,056     (1,183

Increases for tax positions of current year

     2,090       1,898  

Foreign currency impact

     (809     447  

Unrecognized tax benefits balance, end of year

   $ 11,422     $ 13,197  

It is reasonably possible that the gross unrecognized tax benefits, as of December 31, 2019, could decrease in the next 12 months. The quantum of the decrease could range between a nominal amount and $2.4 million (2018 — a nominal amount and $2.8 million) and relates primarily to tax years becoming statute barred for purposes of future tax examinations by local taxing authorities and the outcome of current tax examinations. For the year ended December 31, 2019, $0.1 million of interest and penalties was recorded (2018 — $0.1 million) in income tax expense in the combined statements of net income.

As at December 31, 2019, the following tax years remained subject to examination:

 

Major Jurisdictions        

Canada

     2013 through 2019  

United States

     2016 through 2019  

Austria

     2014 through 2019  

Germany

     2014 through 2019  

Netherlands

     2014 through 2019  

As at December 31, 2019, the Trust had approximately $280.0 million of Canadian capital loss carryforwards that do not expire and other losses and deductible temporary differences in various tax jurisdictions of approximately $36.7 million. The Trust believes it is not probable that these tax assets can be realized; and accordingly, no related deferred tax asset was recognized at December 31, 2019.

 

14.  SEGMENTED DISCLOSURE INFORMATION

The Trust has one reportable segment — the ownership and rental of industrial real estate as determined by the information reviewed by the chief operating decision maker who is the President and Chief Executive Officer. The following tables present certain information with respect to geographic segmentation:

 

Revenue                                       
Years ended December 31,    2019             2018  

Canada

   $ 58,952        22      $ 54,372        22

United States

     108,065        39        88,006        36

Austria

     63,724        23        65,523        26

Germany

     26,455        10        24,735        10

Netherlands

     10,250        4        8,621        3

Other Europe

     6,232        2              6,226        3
     $ 273,678        100            $ 247,483        100

 

102    Granite REIT 2019


For the year ended December 31, 2019, revenue from Magna comprised approximately 47% (2018 — 61%) of the Trust’s total revenue.

 

Investment properties                                       
As at December 31,    2019             2018  

Canada

   $ 979,290        22      $ 708,645        21

United States

     2,014,489        45        1,261,183        37

Austria

     806,355        18        840,803        24

Germany

     389,077        9        385,703        11

Netherlands

     196,701        4        155,778        5

Other Europe

     71,987        2              72,866        2
     $ 4,457,899        100            $ 3,424,978        100

 

15.  DETAILS OF CASH FLOWS

 

(a)

Items not involving operating cash flows are shown in the following table:

 

Years ended December 31,    2019     2018  

Straight-line rent amortization

   $ (5,074   $ (4,274

Tenant incentive amortization

     5,122       5,402  

Unit-based compensation expense (note 11(b))

     7,484       3,944  

Fair value gains on investment properties

     (245,442     (354,707

Depreciation and amortization

     906       300  

Fair value (gains) losses on financial instruments

     (1,192     562  

Loss on sale of investment properties

     3,045       6,871  

Amortization of issuance costs relating to debentures and term loans

     855       555  

Amortization of deferred financing costs

     312       497  

Deferred income taxes

     37,596       45,020  

Other

     (195     1,040  
     $ (196,583   $ (294,790

 

(b)

Changes in working capital balances are shown in the following table:

 

Years ended December 31,    2019     2018  

Accounts receivable

   $ (3,670   $ (1,626

Prepaid expenses and other

     (906     (475

Accounts payable and accrued liabilities

     (639     5,788  

Deferred revenue

     1,800       (245

Restricted cash

     470       335  
     $ (2,945   $ 3,777  

 

(c)

Non-cash investing and financing activities

The combined statement of cash flows for the year ended December 31, 2019 does not include the right-of-use asset and lease obligation of $20.5 million, respectively, associated with the acquisition of the leasehold interest in two Canadian properties (note 3), the $0.4 million capital contribution by a non-controlling interest holder and the issuance and consolidation of stapled units associated with the special distribution in the amount of $41.1 million (note 10). In addition, during the year ended

 

Granite REIT 2019    103


December 31, 2019, 20 thousand stapled units (2018 — 64 thousand stapled units) with a value of $1.2 million (2018 — $3.2 million) were issued under the Restricted Stapled Unit Plan (note 11(b)) and are not recorded in the combined statements of cash flows.

(d)    Cash and cash equivalents consist of:

 

Years ended December 31,    2019      2018  

Cash

   $ 248,499      $ 534,975  

Short-term deposits

     50,178        123,271  
     $ 298,677      $ 658,246  

 

16.  FAIR VALUE AND RISK MANAGEMENT

 

(a)

Fair Value of Financial Instruments

The following table provides the measurement basis of financial assets and liabilities as at December 31, 2019 and 2018:

 

As at December 31,    2019      2018  
      Carrying
Value
    Fair
Value
     Carrying
Value
    Fair
Value
 

Financial assets

         

Construction funds in escrow

   $ 16,767     $ 16,767      $     $  

Other assets

     388 (1)      388        12,253 (1)      12,253  

Other receivable

     11,650       11,650               

Accounts receivable

     7,812       7,812        4,316       4,316  

Prepaid expenses and other

     120 (2)      120        111 (2)      111  

Restricted cash

                  470       470  

Cash and cash equivalents

     298,677       298,677        658,246       658,246  
     $ 335,414     $ 335,414      $ 675,396     $ 675,396  

Financial liabilities

         

Unsecured debentures, net

   $ 648,392     $ 669,090      $ 647,849     $ 654,365  

Unsecured term loans, net

     538,602       538,602        550,565       550,565  

Cross currency interest rate swaps

     30,365       30,365        104,757       104,757  

Accounts payable and accrued liabilities

     50,156       50,156        41,957       41,957  

Accounts payable and accrued liabilities

     27 (3)      27        10 (3)      10  

Distributions payable

     13,081       13,081        24,357       24,357  
     $ 1,280,623     $ 1,301,321      $ 1,369,495     $ 1,376,011  

 

(1)   

Long-term receivables included in other assets (note 6).

(2)   

Foreign exchange forward contracts included in prepaid expenses.

(3)   

Foreign exchange forward contracts included in accounts payable and accrued liabilities.

The fair values of the Trust’s construction funds in escrow, accounts receivable, restricted cash, cash and cash equivalents, accounts payable and accrued liabilities and distributions payable approximate their carrying amounts due to the relatively short periods to maturity of these financial instruments. The fair value of the long-term receivable included in other assets approximates its carrying amount as the receivable bears interest at rates comparable to current market rates. The fair value of the other receivable associated with proceeds from a 2018 property disposal approximates its carrying amount as the amount is

 

104    Granite REIT 2019


revalued at each reporting period. The fair values of the unsecured debentures are determined using quoted market prices. The fair values of the term loans approximate their carrying amounts as the term loans bear interest at rates comparable to the current market rates. The fair values of the cross currency interest rate swaps are determined using market inputs quoted by their counterparties. The fair value of the foreign exchange forward contracts approximate their carrying value as the asset or liability is revalued at the reporting date.

The Trust periodically purchases foreign exchange forward contracts to hedge specific anticipated foreign currency transactions and to mitigate its foreign exchange exposure on its net cash flows. At December 31, 2019, the Trust held seven outstanding foreign exchange forward contracts (2018 — three contracts outstanding). The foreign exchange contracts are comprised of contracts to purchase 4.0 million and sell $5.8 million and contracts to sell 12.0 million and purchase US$13.6 million. For the year ended December 31, 2019, the Trust recorded a net fair value loss of less than $0.1 million (2018 — $0.6 million) related to outstanding foreign exchange forward contracts (note 12(f)).

 

(b)

Fair Value Hierarchy

Fair value measurements are based on inputs of observable and unobservable market data that a market participant would use in pricing an asset or liability. IFRS establishes a fair value hierarchy which is summarized below:

 

Level 1:

Fair value determined using quoted prices in active markets for identical assets or liabilities.

 

Level 2:

Fair value determined using significant observable inputs, generally either quoted prices in active markets for similar assets or liabilities or quoted prices in markets that are not active.

 

Level 3:

Fair value determined using significant unobservable inputs, such as pricing models, discounted cash flows or similar techniques.

The following tables represent information related to the Trust’s assets and liabilities measured or disclosed at fair value on a recurring and non-recurring basis and the level within the fair value hierarchy in which the fair value measurements fall.

 

As at December 31, 2019    Level 1     Level 2     Level 3  

ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE

      

Assets measured at fair value

      

Investment properties

   $     $     $ 4,457,899  

Short-term proceeds receivable associated with a property disposal included in other receivable (note 7)

                 11,650  

Foreign exchange forward contracts included in prepaid expenses and other

           120        

Liabilities measured or disclosed at fair value

      

Unsecured debentures, net

     669,090              

Unsecured term loans, net

           538,602        

Cross currency interest rate swaps

           30,365        

Foreign exchange forward contracts included in accounts payable and accrued liabilities

           27        

Net assets (liabilities) measured or disclosed at fair value

   $ (669,090   $ (568,874   $ 4,469,549  

 

Granite REIT 2019    105


As at December 31, 2018    Level 1     Level 2     Level 3  

ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE

      

Assets measured at fair value

      

Investment properties

   $     $     $ 3,424,978  

Assets held for sale

                 44,238  

Long-term proceeds receivable associated with a property disposal included in other assets (note 6)

                 11,805  

Short-term proceeds receivable associated with a property disposal included in accounts receivable

                 231  

Foreign exchange forward contracts included in prepaid expenses and other

           111        

Liabilities measured or disclosed at fair value

      

Unsecured debentures, net

     654,365              

Unsecured term loans, net

           550,565        

Cross currency interest rate swaps

           104,757        

Foreign exchange forward contracts included in accounts payable and accrued liabilities

           10        

Net assets (liabilities) measured or disclosed at fair value

   $ (654,365   $ (655,221   $ 3,481,252  

For assets and liabilities that are measured at fair value on a recurring basis, the Trust determines whether transfers between the levels of the fair value hierarchy have occurred by reassessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period. For the years ended December 31, 2019 and 2018, there were no transfers between the levels.

Refer to note 4, Investment Properties, note 5, Assets Held for Sale and Dispositions and note 7, Current Assets, for a description of the valuation technique and inputs used in the fair value measurement and for a reconciliation of the fair value measurements of investment properties, assets held for sale and proceeds receivable associated with a property disposal which are recognized in Level 3 of the fair value hierarchy.

 

(c)

Risk Management

The main risks arising from the Trust’s financial instruments are credit, interest rate, foreign exchange and liquidity risks. The Trust’s approach to managing these risks is summarized below:

(i)    Credit risk

The Trust’s financial assets that are exposed to credit risk consist primarily of cash and cash equivalents and accounts receivable.

Cash and cash equivalents include short-term investments, such as term deposits, which are invested in governments and financial institutions with a minimum credit rating of BBB (based on Standard & Poor’s (“S&P”) rating scale) or Baa1 (based on Moody’s Investor Services’ (“Moody’s”) rating scale). Concentration of credit risk is further reduced by limiting the amount that is invested in any one government or financial institution according to its credit rating.

Magna accounts for approximately 47% of the Trust’s rental revenue. Although its operating subsidiaries are not individually rated, Magna International Inc. has an investment grade credit rating from Moody’s, S&P and Dominion Bond Rating Service which mitigates the Trust’s credit risk. Substantially all of the Trust’s accounts receivable are collected within 30 days. The balance of accounts receivable past due is not significant.

 

106    Granite REIT 2019


(ii)    Interest rate risk

As at December 31, 2019, the Trust’s exposure to interest rate risk is limited. Approximately 55% of the Trust’s interest bearing debt consists of fixed rate debt in the form of the 2021 Debentures and the 2023 Debentures. After taking into account the related cross currency interest rate swaps, the 2021 Debentures and the 2023 Debentures have effective fixed interest rates of 2.68% and 2.43%, respectively. The remaining 45% of the Trust’s interest bearing debt consists of variable rate debt in the form of the 2024 Term Loan and 2026 Term Loan. After taking into account the related cross currency interest rate swaps, the 2024 Term Loan and 2026 Term Loan have effective fixed interest rates of 0.522% and 1.355%, respectively.

(iii)    Foreign exchange risk

As at December 31, 2019, the Trust is exposed to foreign exchange risk primarily in respect of movements in the Euro and the US dollar. The Trust is structured such that its foreign operations are primarily conducted by entities with a functional currency which is the same as the economic environment in which the operations take place. As a result, the net income impact of currency risk associated with financial instruments is limited as its financial assets and liabilities are generally denominated in the functional currency of the subsidiary that holds the financial instrument. However, the Trust is exposed to foreign currency risk on its net investment in its foreign currency denominated operations and certain Trust level foreign currency denominated assets and liabilities. At December 31, 2019, the Trust’s foreign currency denominated net assets are $3.2 billion primarily in US dollars and Euros. A 1% change in the US dollar and Euro exchange rates relative to the Canadian dollar would result in a gain or loss of approximately $19.1 million and $12.7 million, respectively, to comprehensive income.

Granite generates rental income that is not all denominated in Canadian dollars. Since the financial results are reported in Canadian dollars, the Trust is subject to foreign currency fluctuations that could, from time to time, have an impact on the operating results. For the year ended December 31, 2019, a 1% change in the US dollar and Euro exchange rates relative to the Canadian dollar would have impacted revenue by approximately $1.1 million and $1.1 million, respectively.

For the year ended December 31, 2019, the Trust has designated its cross currency interest rate swaps relating to the $650.0 million of unsecured debentures and $539.8 million of unsecured term loans as hedges of its net investment in the European operations (note 8(b)). In addition, the Trust has on occasion designated its US dollar draws from the credit facility as hedges of its net investment in the US operations.

(iv)    Liquidity risk

Liquidity risk is the risk the Trust will encounter difficulties in meeting its financial obligations as they become due. The Trust may also be subject to the risks associated with debt financing, including the risks that the unsecured debentures, term loans and credit facility may not be able to be refinanced. The Trust’s objectives in minimizing liquidity risk are to maintain prudent levels of leverage on its investment properties, staggering its debt maturity profile and maintaining an investment grade credit rating. In addition, the Declaration of Trust establishes certain debt ratio limits.

 

Granite REIT 2019    107


The estimated contractual maturities of the Trust’s financial liabilities are summarized below:

 

     Payments due by year  
As at December 31, 2019   Total     2020     2021     2022     2023     2024     Thereafter  

Unsecured debentures

  $ 650,000     $     $ 250,000     $     $ 400,000     $     $  

Unsecured term loans

    539,816                               239,816       300,000  

Cross currency interest rate swaps

    30,365             3,630             24,298       1,202       1,235  

Interest payments(1):

             

Unsecured debentures, net of cross currency interest rate swap savings

    53,476       16,741       16,741       9,997       9,997              

Unsecured term loans, net of cross currency interest rate swap savings

    34,939       5,360       5,360       5,360       5,360       5,360       8,139  

Accounts payable and accrued liabilities

    50,183       48,075       1,482       626                    

Distributions payable

    13,081       13,081                                
    $ 1,371,860     $ 83,257     $ 277,213     $ 15,983     $ 439,655     $ 246,378     $ 309,374  

 

  (1)  

Represents aggregate interest expense expected to be paid over the term of the debt, on an undiscounted basis, based on actual current interest rates and average foreign exchange rates.

 

17.  CAPITAL MANAGEMENT

The Trust’s capital structure comprises the total of the stapled unitholders’ equity and debt. The total managed capital of the Trust is summarized below:

 

As at December 31,    2019      2018  

Unsecured debentures, net

   $ 648,392      $ 647,849  

Unsecured term loans, net

     538,602        550,565  

Cross currency interest rate swaps

     30,365        104,757  

Total debt

     1,217,359        1,303,171  

Stapled unitholders’ equity

     3,146,143        2,495,518  

Total managed capital

   $ 4,363,502      $ 3,798,689  

The Trust manages, monitors and adjusts its capital balances in response to the availability of capital, economic conditions and investment opportunities with the following objectives in mind:

 

 

Compliance with investment and debt restrictions pursuant to the Amended and Restated Declaration of Trust;

 

 

Compliance with existing debt covenants;

 

 

Maintaining investment grade credit ratings;

 

 

Supporting the Trust’s business strategies including ongoing operations, property development and acquisitions;

 

 

Generating stable and growing cash distributions; and

 

 

Building long-term unitholder value.

 

108    Granite REIT 2019


The Amended and Restated Declaration of Trust contains certain provisions with respect to capital management which include:

 

 

The Trust shall not incur or assume any indebtedness if, after giving effect to the incurring or assumption of the indebtedness, the total indebtedness of the Trust would be more than 65% of the Gross Book Value (as defined in the Amended and Restated Declaration of Trust); and

 

 

The Trust shall not invest in raw land for development, except for (i) existing properties with additional development, (ii) the purpose of renovating or expanding existing properties or (iii) the development of new properties, provided that the aggregate cost of the investments of the Trust in raw land, after giving effect to the proposed investment, will not exceed 15% of Gross Book Value.

At December 31, 2019, the Trust’s combined debt consists of the unsecured debentures, the term loans and the credit facility when drawn, each of which have various financial covenants. These covenants are defined within the trust indenture, the term loan agreements and the credit facility agreement and, depending on the debt instrument, include a total indebtedness ratio, a secured indebtedness ratio, an interest coverage ratio, an unencumbered asset ratio and a minimum equity threshold. The Trust monitors these provisions and covenants and was in compliance with their respective requirements as at December 31, 2019 and 2018.

Distributions are made at the discretion of the Board of Trustees (the “Board”) and Granite REIT intends to distribute each year all of its taxable income pursuant to its Amended and Restated Declaration of Trust as calculated in accordance with the Income Tax Act. For fiscal year 2019, the Trust declared a monthly distribution of $0.233 per stapled unit from January to November and a monthly distribution of $0.242 per stapled unit for the month of December. The Board determines monthly distribution levels having considered, among other factors, estimated 2019 and 2020 cash generated from operations and capital requirements, the alignment of its current and targeted payout ratios with the Trust’s strategic objectives and compliance with the above noted provisions and financial covenants.

 

18.  RELATED PARTY TRANSACTIONS

For the year ended December 31, 2019, key management personnel include the Trustees/Directors, the President and Chief Executive Officer, the current Chief Financial Officer, the former Chief Financial Officer and the Executive Vice President, Head of Global Real Estate. For the year ended December 31, 2018, key management personnel included the Trustees/Directors, the current President and Chief Executive Officer, the former Chief Executive Officer, the former Chief Operating Officer, the former Chief Financial Officer and the Executive Vice President, Head of Global Real Estate. Information with respect to the Trustees’/Directors’ fees is included in notes 11(b) and 12(c). The compensation expense associated with the Trust’s key management personnel was as follows:

 

Years ended December 31,    2019      2018  

Salaries, incentives and short-term benefits

   $ 5,553      $ 6,057  

Unit-based compensation expense including fair value adjustments

     3,980        2,380  
     $ 9,533      $ 8,437  

Accounts payable and accrued liabilities at December 31, 2019 includes $1.1 million of compensation owing to the former Chief Financial Officer (2018 — $0.4 million of compensation owing to the former Chief Executive Officer).

 

Granite REIT 2019    109


19.  COMBINED FINANCIAL INFORMATION

The combined financial statements include the financial position and results of operations and cash flows of each of Granite REIT and Granite GP. Below is a summary of the financial information for each entity along with the elimination entries and other adjustments that aggregate to the combined financial statements:

 

Balance Sheet    As at December 31, 2019  
      Granite REIT      Granite GP      Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

ASSETS

          

Non-current assets:

          

Investment properties

   $ 4,457,899           $ 4,457,899  

Investment in Granite LP(1)

            21        (21      

Other non-current assets

     24,216                         24,216  
     4,482,115        21        (21     4,482,115  

Current assets:

          

Other current assets

     23,144        20          23,164  

Intercompany receivable(2)

            11,828        (11,828      

Cash and cash equivalents

     298,385        292                298,677  

Total assets

   $ 4,803,644        12,161        (11,849   $ 4,803,956  

LIABILITIES AND EQUITY

          

Non-current liabilities:

          

Unsecured debt, net

   $ 1,186,994           $ 1,186,994  

Other non-current liabilities

     383,763                         383,763  
     1,570,757             1,570,757  

Current liabilities:

          

Intercompany payable(2)

     11,828           (11,828      

Other current liabilities

     72,949        12,140                85,089  

Total liabilities

     1,655,534        12,140        (11,828     1,655,846  

Equity:

          

Stapled unitholders’ equity

     3,146,122        21          3,146,143  

Non-controlling interests

     1,988                 (21     1,967  

Total liabilities and equity

   $ 4,803,644        12,161        (11,849   $ 4,803,956  

 

(1)  

Granite LP is 100% owned by Granite REIT and Granite GP.

(2)  

Represents employee and trustee/director compensation related amounts which will be reimbursed by Granite LP.

 

110    Granite REIT 2019


Balance Sheet    As at December 31, 2018  
      Granite REIT      Granite GP      Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

ASSETS

          

Non-current assets:

          

Investment properties

   $ 3,424,978           $ 3,424,978  

Investment in Granite LP(1)

            17        (17      

Other non-current assets

     53,785                         53,785  
     3,478,763        17        (17     3,478,763  

Current assets:

          

Assets held for sale

     44,238             44,238  

Other current assets

     7,462        46          7,508  

Intercompany receivable(2)

            7,130        (7,130      

Cash and cash equivalents

     657,432        814                658,246  

Total assets

   $ 4,187,895        8,007        (7,147   $ 4,188,755  

LIABILITIES AND EQUITY

          

Non-current liabilities:

          

Unsecured debt, net

   $ 1,198,414           $ 1,198,414  

Other non-current liabilities

     408,722                         408,722  
     1,607,136             1,607,136  

Current liabilities:

          

Intercompany payable(2)

     7,130           (7,130      

Other current liabilities

     76,644        7,990                84,634  

Total liabilities

     1,690,910        7,990        (7,130     1,691,770  

Equity:

          

Stapled unitholders’ equity

     2,495,501        17          2,495,518  

Non-controlling interests

     1,484                 (17     1,467  

Total liabilities and equity

   $ 4,187,895        8,007        (7,147   $ 4,188,755  

 

(1)  

Granite LP is 100% owned by Granite REIT and Granite GP.

(2)  

Represents employee and trustee/director compensation related amounts which will be reimbursed by Granite LP.

 

Granite REIT 2019    111


Income Statement    Year ended December 31, 2019  
      Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

   $ 273,678         $ 273,678  

General and administrative expenses

     31,419           31,419  

Interest expense and other financing costs

     29,941           29,941  

Other costs and expenses, net

     30,965           30,965  

Share of (income) loss of Granite LP

           (4     4        

Fair value gains on investment properties, net

     (245,442         (245,442

Fair value gains on financial instruments

     (1,192         (1,192

Loss on sale of investment properties

     3,045                       3,045  

Income before income taxes

     424,942       4       (4     424,942  

Income tax expense

     42,667                       42,667  

Net income

     382,275       4       (4     382,275  

Less net income attributable to non-controlling interests

     200               (4     196  

Net income attributable to stapled unitholders

   $ 382,075       4           $ 382,079  

 

Income Statement    Year ended December 31, 2018  
      Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

   $ 247,483         $ 247,483  

General and administrative expenses

     29,404           29,404  

Interest expense and other financing costs

     22,413           22,413  

Other costs and expenses, net

     16,964           16,964  

Share of (income) loss of Granite LP

           (5     5        

Fair value gains on investment properties, net

     (354,707         (354,707

Fair value loss on financial instruments

     562           562  

Acquisition transaction costs

     7,968           7,968  

Loss on sale of investment properties

     6,871                       6,871  

Income before income taxes

     518,008       5       (5     518,008  

Income tax expense

     52,651                       52,651  

Net income

     465,357       5       (5     465,357  

Less net income attributable to non-controlling interests

     206               (5     201  

Net income attributable to stapled unitholders

   $ 465,151       5           $ 465,156  

 

112    Granite REIT 2019


Statement of Cash Flows    Year ended December 31, 2019  
      Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

        

Net income

   $ 382,275       4       (4   $ 382,275  

Items not involving operating cash flows

     (196,583     (4     4       (196,583

Changes in working capital balances

     (2,423     (522       (2,945

Other operating activities

     684                       684  

Cash provided by operating activities

     183,953       (522           183,431  

INVESTING ACTIVITIES

        

Property acquisitions

     (930,878         (930,878

Proceeds from disposals, net

     85,536           85,536  

Investment property capital additions

        

— Maintenance or improvements

     (2,889         (2,889

— Developments or expansions

     (27,407         (27,407

Other investing activities

     (456                     (456

Cash used in investing activities

     (876,094                 (876,094

FINANCING ACTIVITIES

        

Distributions paid

     (136,897         (136,897

Other financing activities

     480,422                       480,422  

Cash provided by financing activities

     343,525                   343,525  

Effect of exchange rate changes

     (10,431                     (10,431

Net decrease in cash and cash equivalents during the year

   $ (359,047     (522         $ (359,569

 

Statement of Cash Flows    Year ended December 31, 2018  
      Granite REIT     Granite GP    

Eliminations/

Adjustments

    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

        

Net income

   $ 465,357       5       (5   $ 465,357  

Items not involving operating cash flows

     (294,790     (5     5       (294,790

Changes in working capital balances

     3,410       367         3,777  

Other operating activities

     (16,456                     (16,456

Cash provided by operating activities

     157,521       367             157,888  

INVESTING ACTIVITIES

        

Property acquisitions

     (549,120         (549,120

Proceeds from disposals, net

     681,319           681,319  

Investment property capital additions

        

— Maintenance or improvements

     (17,799         (17,799

— Developments or expansions

     (15,378         (15,378

Acquisition deposits

     (33,086         (33,086

Other investing activities

     29,925                       29,925  

Cash provided by investing activities

     95,861                   95,861  

FINANCING ACTIVITIES

        

Distributions paid

     (125,131         (125,131

Other financing activities

     449,314                       449,314  

Cash provided by financing activities

     324,183                   324,183  

Effect of exchange rate changes

     11,295                       11,295  

Net increase in cash and cash equivalents during the year

   $ 588,860       367           $ 589,227  

 

Granite REIT 2019    113


20.  COMMITMENTS AND CONTINGENCIES

(a)    The Trust is subject to various legal proceedings and claims that arise in the ordinary course of business. Management evaluates all claims with the advice of legal counsel. Management believes these claims are generally covered by Granite’s insurance policies and that any liability from remaining claims is not probable to occur and would not have a material adverse effect on the combined financial statements. However, actual outcomes may differ from management’s expectations.

(b)    At December 31, 2019, the Trust’s contractual commitments related to construction and development projects, amounted to approximately $63.8 million. In addition, Granite has agreed to acquire three state-of-the art facilities in the Netherlands for approximately $129.5 million (89 million). Currently under construction, the three properties are anticipated to be purchased in the second quarter of 2020 and a 0.1 million square foot expansion at one of the facilities will be completed in the first quarter of 2021. The commitment to purchase the three properties in the Netherlands is subject to customary closing conditions.

The Trust is involved, in the normal course of business, in discussions, and has various letters of intent or conditional agreements, with respect to possible acquisitions of new properties and dispositions of existing properties in its portfolio. None of these commitments or contingencies, individually or in aggregate, would have a material impact on the combined financial statements.

 

114    Granite REIT 2019