EX-99.1 2 d30830dex991.htm EX-99.1 EX-99.1
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Exhibit 99.1

 

LOGO

Third Quarter Report

2020

 

 

 

 

 

 

 

 

 

 

 


Table of Contents


Table of Contents

MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL POSITION

 

 

TABLE OF CONTENTS

 

 

 

BASIS OF PRESENTATION

Management’s Discussion and Analysis of Results of Operations and Financial Position (“MD&A”) of Granite Real Estate Investment Trust (“Granite REIT”) and Granite REIT Inc. (“Granite GP”) summarizes the significant factors affecting the combined operating results, financial condition, liquidity and cash flows of Granite REIT, Granite GP and their subsidiaries (collectively “Granite” or the “Trust”) for the three and nine month periods ended September 30, 2020. Unless otherwise noted, all amounts are in millions of Canadian dollars. This MD&A should be read in conjunction with the accompanying unaudited condensed combined financial statements for the three and nine month periods ended September 30, 2020 and the audited combined financial statements for the year ended December 31, 2019 prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board. The MD&A was prepared as at November 4, 2020 and its contents were approved by the Board of Trustees of Granite REIT and Board of Directors of Granite GP on this date. Additional information relating to Granite, including the Annual Report and Annual Information Form (“AIF”) for fiscal 2019 and dated March 4, 2020, can be obtained from the Trust’s website at www.granitereit.com, on SEDAR at www.sedar.com and on EDGAR at www.sec.gov.

In addition to using financial measures determined in accordance with IFRS, Granite also uses certain non-IFRS measures in managing its business to measure financial and operating performance as well as for capital allocation decisions and valuation purposes. Granite believes that providing these measures on a supplemental basis to the IFRS amounts is helpful to investors in assessing the overall performance of Granite’s business. These non-IFRS measures include net operating income before lease termination and close-out fees, straight-line rent and tenant incentive amortization (“NOI — cash basis”), same property NOI — cash basis, funds from operations (“FFO”), adjusted funds from operations (“AFFO”), FFO payout ratio, AFFO payout ratio, leverage ratio, interest coverage ratio, net leverage ratio, indebtedness ratio, adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”), unencumbered asset coverage ratio and any related per unit amounts. Readers are cautioned that these measures do not have standardized meanings prescribed under IFRS and, therefore, should not be construed as alternatives to net income, cash provided by operating activities or any other

 

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measure calculated in accordance with IFRS. Additionally, because these terms do not have standardized meanings prescribed by IFRS, they may not be comparable to similarly titled measures presented by other reporting issuers. Refer to “NON-IFRS PERFORMANCE MEASURES” for definitions and reconciliations of non-IFRS measures to IFRS financial measures.

 

FINANCIAL AND OPERATING HIGHLIGHTS

 

      Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
(in millions, except as noted)    2020     2019     2020     2019  

Operating highlights

        

Revenue

   $ 87.9     $ 68.8     $ 247.0     $ 200.1  

NOI — cash basis(1)

     74.5       60.3       213.2       173.7  

Net income attributable to stapled unitholders

     105.2       114.5       262.2       291.5  

FFO(1)

     55.5       45.8       165.8       129.6  

AFFO(1)(2)

     52.7       44.4       159.6       126.5  

Cash flows provided from operating activities

     66.1       42.8       185.9       133.3  

Monthly distributions paid

     (42.0     (34.6     (120.1     (100.2

Special distribution paid

                       13.7  

FFO payout ratio(1)(3)

     76%       76%       73%       79%  

AFFO payout ratio(1)(2)(3)

     80%       78%       76%       80%  

Per unit amounts

        

Diluted FFO(1)

   $ 0.96     $ 0.93     $ 2.98     $ 2.71  

Diluted AFFO(1)(2)

   $ 0.91     $ 0.90     $ 2.87     $ 2.65  

Monthly distributions paid

   $ 0.73     $ 0.70     $ 1.45     $ 2.10  

Special distribution paid

                     $ 0.30  

Diluted weighted average number of units

     57.9       49.5       55.7       47.9  

 

As at September 30, 2020 and December 31, 2019    2020      2019  

Financial highlights

     

Investment properties — fair value

     $5,338.9        $4,457.9  

Cash and cash equivalents

     539.7        298.7  

Total debt(4)

     1,814.8        1,250.3  

Trading price per unit (TSX: GRT.UN)

     $   70.06        $   65.98  

Debt metrics, ratings and outlook

     

Net leverage ratio(1)

     24%        21%  

Interest coverage ratio(1)

     8.8x        10.1x  

Indebtedness ratio (total debt to adjusted EBITDA)(1)

     7.3x        6.1x  

Weighted average cost of debt(5)

     2.16%        1.83%  

Weighted average debt term-to-maturity, in years(5)

     4.5        4.4  

DBRS rating and outlook

     BBB stable        BBB stable  

Moody’s rating and outlook

     Baa2 stable        Baa2 stable  

 

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As at September 30, 2020 and December 31, 2019    2020      2019  

Property metrics

     

Number of investment properties

     109        91  

Income-producing properties

     102        85  

Properties under development

     3        3  

Land held for development

     4        3  

Gross leasable area (“GLA”), square feet

     45.4        40.0  

Occupancy, by GLA

     98.9%        99.0%  

Magna as a percentage of annualized revenue(6)

     37%        42%  

Magna as a percentage of GLA

     30%        35%  

Weighted average lease term in years, by GLA

     5.9        6.5  

Overall capitalization rate(7)

     5.8%        6.1%  

 

 

(1)  

For definitions of Granite’s non-IFRS measures, refer to the section “NON-IFRS PERFORMANCE MEASURES”.

(2)   

In the current year period AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances incurred whereas in prior year periods AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances paid. The AFFO metrics in the comparative period have been updated to conform to the current period’s presentation. AFFO, diluted AFFO per unit and AFFO payout ratio for the quarter ended September 30, 2019 were previously reported as $44.6 million, $0.90 per unit and 78%, respectively. AFFO as well as basic and diluted AFFO per unit for the nine months ended September 30, 2019 were previously reported as $126.2 million, $2.64 per unit and 81%, respectively. Both methods of calculation are in accordance with the REALPAC White Paper (see “NON-IFRS PERFORMANCE MEASURES”).

(3)  

The FFO and AFFO payout ratios are calculated as monthly distributions, which exclude the special distribution, declared to unitholders divided by FFO and AFFO, respectively, in a period.

(4)  

Total debt includes lease obligations recognized under IFRS 16, Leases.

(5)  

Excludes lease obligations recognized under IFRS 16, Leases noted above.

(6)  

Annualized revenue for each period presented is calculated as rental revenue excluding tenant recoveries, recognized in accordance with IFRS, in the reported month multiplied by 12 months.

(7)  

Refer to “Valuation Metrics by Investment Property Asset Category” in the “Investment Properties” section.

 

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BUSINESS OVERVIEW AND STRATEGIC OUTLOOK

Business Overview

Granite is a Canadian-based real estate investment trust (“REIT”) engaged in the acquisition, development, ownership and management of logistics, warehouse and industrial properties in North America and Europe. As at November 4, 2020, Granite owns 108 investment properties in eight countries having approximately 45.3 million square feet of gross leasable area.

Granite’s investment properties consist of income-producing properties, properties under development and land held for development (see “INVESTMENT PROPERTIES”). The income-producing properties consist primarily of logistics, e-commerce and distribution warehouse facilities, light industrial properties and heavy industrial manufacturing facilities. Lease payments are primarily denominated in three currencies: the Canadian dollar (“$”), the Euro (“”) and the US dollar (“US$”). Granite’s investment properties by geographic location, property count and square footage as at November 4, 2020 are summarized below:

 

 

Investment Properties Summary(1)

 

Eight countries/108 properties/45.3 million square feet

 

 

 

 

LOGO

 

(1)  

Reflects the disposition of the property in Barcelona, Spain subsequent to September 30, 2020.

Strategic Outlook

Management continues to identify and pursue value creation and investment opportunities that management believes will generate superior long-term total returns for unitholders.

Granite’s long-term strategy is to continue to build an institutional quality and globally diversified industrial real estate business; to grow and diversify its asset base through acquisitions, development, re-development and dispositions; to optimize its balance sheet; and to reduce its exposure to its largest tenant, Magna International Inc. and its operating subsidiaries (collectively, “Magna”) and the special purpose properties (see “INVESTMENT PROPERTIES”) over the long-term.

Granite has positioned itself financially to execute on its strategic plan including to capitalize on a strong pipeline of acquisition and development opportunities within its targeted geographic footprint.

 

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As Granite looks to the remainder of 2020, its priorities are set out below; however, the timing and extent of current economic conditions resulting from the coronavirus disease (“COVID-19”) pandemic and their impact on these priorities is unknown at this time (see “SIGNIFICANT MATTERS — COVID-19 Pandemic”):

 

   

Continue to grow in its target markets in North America and Europe primarily through property and portfolio acquisitions as well as through the development of modern logistics and e-commerce assets and selective joint venture arrangements;

 

   

Grow net asset value as well as FFO and AFFO per unit through intensive asset management;

 

   

Continue to enhance Granite’s global platform;

 

   

Maintain a target occupancy in excess of 98%;

 

   

Maintain lower leverage providing balance sheet flexibility and liquidity;

 

   

Pursue development and expansion opportunities within the existing portfolio; and

 

   

Continue to dispose of select non-core assets.

 

SIGNIFICANT MATTERS

COVID-19 Pandemic

Granite’s portfolio is well positioned to deliver both cash flow stability and growth as well as long-term value for unitholders. While the full impact of the COVID-19 pandemic cannot be predicted, Granite believes at this time that its portfolio and strong liquidity position will allow it to weather the impact of COVID-19.

Granite’s tenant base is comprised of generally high-quality credit companies with 60% of total annualized revenue represented by Granite’s top ten tenants (see “INVESTMENT PROPERTIES — Leasing Profile-Other Tenants” for a summary of Granite’s top ten tenants). COVID-19 has had, and will continue to have, a varied impact on Granite’s tenants depending on their specific businesses. Certain tenants are seeing increased activity during this COVID-19 period while other tenants have slowed down or shut down operations fully for a period of time. It is difficult to predict at this time what continued impact COVID-19, including further waves of new infections in the markets where Granite operates that have led to targeted public health restrictions and could lead to reinstated emergency measures, will have on the businesses of Granite’s tenants and the resulting direct impact on Granite’s operations.

During the three and nine month periods ended September 30, 2020, there has not been any significant impact on Granite’s operations, assets or liabilities as a result of COVID-19. Granite has received 100% of rents due in both the second and third quarters of 2020, and 99.9% of October rents. In addition, Granite granted one rent deferral to a tenant in Germany and the rent in arrears for May and June totaling $0.3 million (0.2 million), has been paid fully as at the end of the third quarter 2020. Granite has not recognized any provisions for uncollected rent at this time as it expects any outstanding rent to be received. Granite reviewed its future cash flow projections and the valuation of its properties considering the impacts of the COVID-19 pandemic during the nine month period ended September 30, 2020 and Granite does not expect, at this time, that COVID-19 will have a significant impact to the fair value of its investment property portfolio. In addition, there have not been any significant fair value losses on investment properties recorded in the three and nine month periods ended September 30, 2020.

Requests for rent deferrals from tenants were reviewed by management on a case by case basis. For each request, management reviewed tenant financial information and credit, assessed the impact of COVID-19 on the tenant’s operations and considered lease terms and local legislation,

 

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among other factors. Granite will continue to monitor its portfolio and dialogue with its tenants, where applicable, to understand the ongoing impact of COVID-19 on its tenants’ operations. The dynamic nature of the situation, which continues to evolve day-to-day, makes the longer-term financial impacts on Granite’s operations difficult to predict.

From a liquidity perspective, as at the date of this MD&A, November 4, 2020, Granite has total liquidity of approximately $1.0 billion, including its fully undrawn operating facility which is sufficient to meet its current committed acquisitions, development and construction projects of approximately $172.9 million, including new acquisitions announced and expected to close in Q4 2020 (see “SIGNIFICANT MATTERS — Subsequent Events”). Granite’s nearest debt maturity of $250 million occurs in July 2021 and Granite’s investment property portfolio of approximately $5.3 billion remains fully unencumbered. Granite believes it is well-positioned to weather the current market volatility and any negative impacts on its business; however, Granite will continue to evaluate and monitor its liquidity as the situation prolongs.

From a leasing perspective, as at the date of this MD&A, November 4, 2020, Granite has renewed 89% of its 2020 lease maturities with 0.3 million square feet outstanding representing less than 1% of its total portfolio. With respect to 2021, Granite has renewed 70% of its 2021 lease maturities with 0.6 million square feet outstanding representing 1% of the total portfolio. It is unclear at this time how the impacts of COVID-19 will affect the overall leasing markets for the remainder of 2020, the year 2021 or beyond, including its impact on market rents, tenant demand for space, tenant allowances or incentives and lease terms.

With respect to Granite’s outstanding development projects, most have not been materially impacted to date by COVID-19. Granite’s development project in Plainfield, Indiana was completed and leased for an initial 10 year term during the second quarter of 2020 and the development of Granite’s recently acquired Bleiswijk, Netherlands property was completed in the third quarter of 2020. Granite’s development project in Houston, Texas is in the early stages with site servicing currently underway and Granite is presently assessing the viability of commencing vertical construction in early 2021. With respect to the development project in Altbach, Germany, where construction has not yet begun, Granite made the decision to place this development temporarily on hold during the second and third quarters of 2020. Granite now expects to move forward with the Altbach development later in 2020 or early 2021 and is currently engaged in pre-leasing activity and construction contract pricing. In regards to the recently acquired land in Fort Worth, Texas, Granite has commenced the early stages of development with permitting and design underway and expects no delays or disruptions at this time due to COVID-19. Despite limited disruption thus far as a result of COVID-19, the active development project in Houston, Texas may be impacted by temporary delays due to work suspensions, labour shortages and delays in supply chains, all of which may impact timing of construction spending and expected completion dates. Further, due to market demand and other macro-economic factors, Granite may also experience delays to the commencement of construction for new development projects including the development projects in Altbach, Germany and Forth Worth, Texas, or the next phase of the development in Houston, Texas. For more information on Granite’s development projects, please see “SIGNIFICANT MATTERS — Construction, Development and Property Commitments”.

Granite’s current liquidity positions it well to capitalize on acquisition opportunities and to continue to execute on its strategic plan in 2020; however, Granite will act on its acquisition pipeline and other opportunities while considering the potential impact that COVID-19, both in the short-term and long-term, will have on its operations, cash flows and portfolio.

Consistent with its usual practice, Granite continues to review the value of its investment properties. To date, the COVID-19 pandemic has not had a significant impact on the valuation of

 

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Granite’s investment properties. The duration of the COVID-19 pandemic, including further waves of new infections in the markets where Granite operates that have led to some targeted public health restrictions and could lead to the reinstatement of emergency measures, cannot be predicted. As such, the length and full scope of the economic impact of COVID-19 and other consequential changes it will have on Granite’s business and operations in the long-term cannot be forecasted with certainty at this time. Certain aspects of Granite’s business and operations that could potentially be impacted include rental income, occupancy, capital expenditures, future demand for space, and market rents, all of which ultimately impact the underlying valuation of investment properties. Refer to “Risks and Uncertainties” for a discussion of the risks associated with the COVID-19 pandemic.

Property Acquisitions

As at the date of this MD&A, November 4, 2020, during 2020, Granite has acquired 17 income-producing modern industrial properties in Canada, the United States and the Netherlands, a property under development in the Netherlands (subsequently completed) and a parcel of development land in the United States. Property acquisitions consisted of the following:

 

Acquisitions

(in millions, except as noted)

 

Property Address

  Location     Sq ft(1)     Weighted
Average
Lease Term,
in years by
sq ft
(1)
    Date Acquired     Property
Purchase
Price
(2)
    In-going
Yield
(1)
 

Acquired during the nine months ended September 30, 2020:

 

Property under development:

           

Aquamarijnweg 2(3)

 

 

Bleiswijk,
Netherlands

 
 

 

 

0.2

 

 

 

10

 

 

 

March 13, 2020

 

 

$

35.6

 

 

 

4.2

Income-producing properties:

           

Oude Graaf 15

 

 

Weert,
Netherlands

 
 

 

 

0.2

 

 

 

10.0

 

 

 

May 1, 2020

 

 

 

31.9

 

 

 

4.9

De Kroonstraat 1(4)

 

 

Tilburg,
Netherlands

 
 

 

 

0.5

 

 

 

10.0

 

 

 

July 1, 2020

 

 

 

71.7

 

 

4.3

Francis Baconstraat 4

 

 

Ede, Netherlands

 

 

 

0.1

 

 

15.1

 

 

 

July 1, 2020

 

 

 

21.4

 

 

5.8

5600-5630 Timberlea(5)

 

 

Mississauga, ON

 

 

 

0.1

 

 

5.6

 

 

 

September 28, 2020

 

 

 

19.5

 

 

4.1

8995 Airport Road

 

 

Brampton, ON

 

 

 

0.1

 

 

4.9

 

 

 

September 1, 2020

 

 

 

22.2

 

 

5.1

555 Beck Crescent

 

 

Ajax, ON

 

 

 

0.1

 

 

10.0

 

 

 

September 30, 2020

 

 

 

15.4

 

 

4.6

Midwest portfolio (five properties):

           

6201 Green Pointe Drive South

 

 

Groveport, OH

 

 

 

0.5

 

 

 

1.4

 

     

8779 Le Saint Drive

 

 

Hamilton, OH

 

 

 

0.3

 

 

 

2.5

 

     

8754 Trade Port Drive

 

 

West Chester, OH

 

 

 

0.5

 

 

 

5.4

 

     

445 Airtech Parkway

 

 

Indianapolis, IN

 

 

 

0.6

 

 

 

3.5

 

 

 

June 18, 2020

 

 

 

177.6

 

 

5.4

5415 Centerpoint Parkway

 

 

Obetz, OH

 

 

 

0.5

 

 

 

9.5

 

 

 

July 8, 2020

 

 

 

45.1

 

 

5.4

Memphis portfolio (three properties):

 

4460 East Holmes Road

 

 

Memphis, TN

 

 

 

0.4

 

 

 

7.1

 

     

4995 Citation Drive

 

 

Memphis, TN

 

 

 

0.4

 

 

 

2.8

 

     

8650 Commerce Drive

 

 

Southaven, MS

 

 

 

0.7

 

 

 

7.3

 

 

 

June 18, 2020

 

 

 

111.6

 

 

 

5.8

Development land:

           

5005 Parker Henderson Road

 

 

Fort Worth, TX

 

 

 

N/A

 

 

 

N/A

 

 

 

June 8, 2020

 

 

 

8.9

 

 

 

N/A

 

           

 

5.2

                 

$

560.9

 

 

 

5.1

 

(1)   

As at the date of acquisition except as noted in note 3 and 4 below.

 

(2)   

Purchase price does not include transaction costs associated with property acquisitions.

 

(3)  

Acquired as a property under development in March 2020, however the development was completed and the tenant occupied the property as at September 1, 2020. The square feet, weighted average lease term and in-going yield was based on the asset as complete.

 

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(4)   

The square footage, purchase price and in-going yield for this property includes the impact of a 0.1 million square foot expansion that was underway at the date of acquisition and is expected to be completed and occupied by the tenant in the fourth quarter of 2020. As at September 30, 2020, the estimated costs to complete the expansion were $11.8 million (7.6 million). See “Construction, Development and Property”.

 

(5)  

Represents a complex of four properties located at 5600, 5610, 5620 and 5630 Timberlea Boulevard, Mississauga, Ontario.

During the third quarter, Granite completed the development of the recently acquired grocery e-commerce distribution facility in Bleiswijk, Netherlands. Commencing September 1, 2020, the property is leased to Ahold, a global food-retailer.

On July 1, 2020, Granite closed on the previously announced acquisitions of the remaining two of the three state-of-the-art facilities in the Netherlands. Granite acquired the property located at Francis Baconstraat 4, Ede, Netherlands for $21.4 million (14.0 million).

The Ede property is 100% leased to ERIKS, a global industrial service provider, and recently received a BREEAM “Very Good” sustainability certification. The property located at De Kroonstraat 1, Tilburg, Netherlands was acquired for $71.7 million (46.9 million) excluding unpaid construction costs and holdbacks of $11.8 million (7.6 million) related to a 0.1 million square foot expansion expected to be paid during the fourth quarter of 2020. The acquisition includes approximately 1.8 acres of additional land for potential future expansion. The Tilburg property is 100% leased to Decathlon, the world’s largest sports retailer and the property is expected to receive a BREEAM “Excellent” sustainability certification in Q1 2021. The properties are located in close proximity to established distribution infrastructures and are situated in densely populated areas making them attractive e-commerce locations.

On July 8, 2020, Granite closed the previously announced acquisition of the fifth of five income-producing properties located in the Midwest United States (the “Midwest Portfolio”) for $45.1 million (US$33.3 million) excluding transaction costs which was funded with cash on hand. The property, located at 5415 Centerpoint Parkway in Columbus, Ohio, is a 100% leased, modern distribution warehouse facility located in close proximity to extensive highways, air and rail systems.

On September 1, 2020, Granite closed on the acquisition of 8995 Airport Road, a 0.1 million square foot, 26’ clear height modern distribution facility situated on 5.5 acres of land in Brampton, Ontario. The property was acquired at a purchase price of $22.2 million through a sale-leaseback of their Canadian headquarters with GameStop Corporation who has agreed to lease the property for an initial term of approximately 5 years with contractual rent escalations, and representing an in-going yield of 5.1%. The property is well located within the Greater Toronto Area’s (“GTA”) Brampton sub-market, with easy access to the 400 series Highway network. The property is less than 3 kilometers to the CN Brampton Intermodal Terminal, and less than 10 kilometers to Toronto Pearson International Airport, Canada’s busiest passenger and cargo airport, with service to 163 international destinations.

On September 28, 2020, Granite closed on the acquisition of four industrial buildings in Mississauga, Ontario, collectively totaling 0.1 million square feet on 6.1 acres of contiguous land, for consideration of $19.5 million. The properties are 100% leased to four tenants for a weighted average lease term of 5.6 years, representing an in-going yield of 4.1%. The current in-place rents are significantly below market, providing a strong mark-to-market opportunity on lease rollover. The properties are strategically located at the intersection of Highways 401, 410 and 403 within the Mississauga industrial sub-market, the GTA’s largest and most active distribution node. The property also offers exceptional access to Pearson International Airport.

 

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On September 30, 2020, Granite closed on the acquisition of 555 Beck Crescent in Ajax, Ontario, through a sale-leaseback for consideration of $15.4 million. The 0.1 million square foot, 24’ clear height light manufacturing industrial facility is fully leased for an initial term of 10.0 years with contractual rent escalations and represents an in-going yield of 4.6%. The property is well located in the GTA’s east sub-market, with easy access to the 400 series Highway network. The 7.6 acre site contains excess land which can support a building expansion of approximately 0.04 million square feet, providing the potential for additional income and return enhancement in the future.

Property Dispositions

During the three and nine month periods ended September 30, 2020, Granite disposed of two properties for total proceeds of $23.5 million. The two properties were tenanted by Magna, thereby reducing Granite’s overall exposure to Magna to 30% of total GLA and 37% of total annualized revenue as at the end of the third quarter 2020.

 

Dispositions

(in millions, except as noted)

 

Property Address

  Location     Sq ft     Date Disposed     Sale  Price(1)     Annualized
Revenue
 

Disposed during the nine months ended September 30, 2020:

 

201 Patillo Road

 

 

Tecumseh, ON

 

 

 

0.3

 

 

 

September 14, 2020

 

 

$

17.0

 

 

$

1.3

 

2032 First Street Louth

 

 

St. Catharines, ON

 

 

 

0.1

 

 

 

September 14, 2020

 

 

 

6.5

 

 

0.5

 

           

 

0.4

         

$

23.5

 

 

$

1.8

 

 

(1)   

Sale price does not include transaction costs associated with disposition.

Construction, Development and Property Commitments

Granite had the following construction and development commitments as at September 30, 2020:

 

Commitments

(in millions, except as noted)

 

Property Location

  Additional
sq ft
     Accruals/
Payments/
Deposits
Made
(1)
     Future
Commitments
     Total
Cost
     Year-One
Stabilized
Yield
 

As at September 30, 2020:

             

Development, construction or expansion:

             

Expansion of acquired property in Tilburg, Netherlands

 

 

0.1

  

$

11.6

 

  

$

11.8

 

  

$

23.4

 

  

 

4.3

Tenant improvement commitment at developed property in Plainfield, Indiana

 

 

 

  

 

 

  

 

2.7

  

 

2.7

  

 

Property under development in Houston, Texas

 

 

0.7

  

 

4.9

  

 

38.4

  

 

43.3

  

 

7.4

Expansion of 2095 Logistics Drive, Mississauga, ON

 

 

0.1

  

 

0.3

  

 

10.2

  

 

10.5

  

 

8.1

Other construction commitments

 

 

 

  

 

5.3

  

 

2.8

  

 

8.1

  

 

   

 

0.9

  

$

22.1

 

  

$

65.9

 

  

$

88.0

 

        

 

(1)   

As at September 30, 2020.

The Tilburg, Netherlands income-producing property was acquired on July 1, 2020 and included a 0.1 million square foot expansion that was underway at the date of acquisition and is expected to be completed and occupied by the tenant in the fourth quarter of 2020. As at September 30, 2020, the estimated costs to complete the expansion were $11.8 million (7.6 million).

At Granite’s greenfield site in Houston, Texas, speculative construction of the initial phase, consisting of two buildings totaling 0.7 million square feet, commenced in the fourth quarter of 2019. Site servicing is currently underway and Granite is presently assessing the viability of commencing vertical construction in early 2021.

 

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Increase in Distributions

On November 4, 2020, the Trust increased its targeted annualized distribution by 3.4% to $3.00 ($0.25 cents per month) per stapled unit from $2.90 per stapled unit to be effective upon the declaration of the distribution in respect of the month of December 2020 and payable in mid-January 2021.

Subsequent Events

On October 23, 2020, the Trust disposed of one property located in Barcelona, Spain for gross proceeds of $7.8 million (5.0 million).

Granite has agreed to acquire 8500 Tatum Road, a 1.0 million square foot, 36’ clear height modern warehouse distribution facility situated on 83.5 acres in the city of Atlanta, Georgia, for approximately $107 million (US $80.3 million). The state-of-the-art facility was completed in 2019 and is 100% leased to PVH Corp. for a remaining lease term of 15 years. The property, which serves as PVH Corp.’s primary e-commerce distribution facility, is being acquired at an in-going yield of 4.4%. The acquisition is subject to customary closing conditions and is expected to close in the fourth quarter of 2020. The property is well positioned in Atlanta’s Palmetto sub-market within Atlanta’s I-85 logistical thoroughfare less than 15 miles from Hartsfield-Jackson Atlanta International Airport, the world’s busiest passenger airport. The property is approximately 4 miles from the Fairburn CSX Intermodal connecting Atlanta directly to the Port of Savannah and to Southern California.

 

RESULTS OF OPERATIONS

Foreign Currency Translation

The majority of Granite’s investment properties are located in Europe and the United States and the cash flows derived from such properties are primarily denominated in Euros and US dollars. Accordingly, fluctuations in the Canadian dollar, Granite’s reporting currency, relative to the Euro and US dollar will result in fluctuations in the reported values of revenues, expenses, cash flows, assets and liabilities. The most significant foreign currency exchange rates that impact Granite’s business are summarized in the following table:

 

    

Average Exchange Rates

           Period End Exchange Rates  
    Three Months Ended
September 30,
                Nine Months Ended
September 30,
               

September 30,

2020

   

December 31,

2019

       
     2020     2019     Change           2020     2019     Change           Change  

$ per 1.00

    1.558     1.468     6%         1.521     1.493     2%         1.562     1.455     7%  

$ per US$1.00

    1.332     1.321     1%               1.354     1.329     2%               1.332     1.296     3%  

The average exchange rates of the Canadian dollar relative to the Euro for the three and nine months ended September 30, 2020 compared to the prior year periods were higher, which on a comparative basis, increased the Canadian dollar equivalent of revenue and expenses from Granite’s European operations.

For the three and nine months ended September 30, 2020 compared to the prior year periods, the average exchange rates of the Canadian dollar relative to the US dollar were higher, which on a comparative basis, increased the Canadian dollar equivalent of revenue and expenses from Granite’s US operations.

 

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The period end exchange rates of the Canadian dollar relative to the Euro and US dollar on September 30, 2020 were higher when compared to the December 31, 2019 exchange rates. As a result, the Canadian dollar equivalent of assets and liabilities from Granite’s European and US subsidiaries were higher when compared to December 31, 2019.

On a net basis, the effect of the changes in exchange rates on Granite’s operating results for the three and nine months ended September 30, 2020 was as follows:

 

Effects of Changes in Exchange Rates on Operating Results

 

      Three Months Ended
September 30,
     Nine Months Ended
September 30,
 

(in millions, except per unit information)

  

2020 vs 2019

    

2020 vs 2019

 

Increase in revenue

  

$

1.8

 

  

$

2.9

 

Increase in NOI — cash basis

  

 

1.7

  

 

2.5

 

Increase in net income

  

 

1.7

  

 

4.2

Increase in FFO

  

 

1.3

  

 

2.8

 

Increase in AFFO

  

 

1.3

  

 

2.8

 

Increase in FFO per unit

  

$

0.02

 

  

$

0.05

 

Increase in AFFO per unit

  

$

0.02

 

  

$

0.05

 

Operating Results

Revenue

 

 

Revenue

 

     

Three Months Ended
September 30,

                    Nine Months Ended
September 30,
         
      2020      2019      $ change            2020      2019      $ change  

Rental revenue and amortization(1)

   $ 77.0      $ 60.6        16.4      $ 217.1      $ 176.0        41.1

Tenant recoveries

     10.9      8.2      2.7        29.9      23.2      6.7

Lease termination and close-out fees

                                         0.9      (0.9

Revenue

   $ 87.9      $ 68.8        19.1            $ 247.0      $ 200.1        46.9

 

(1)   

Rental revenue and amortization include base rent, straight-line rent amortization and tenant incentive amortization.

 

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Revenue for the three month period ended September 30, 2020 increased by $19.1 million to $87.9 million from $68.8 million in the prior year period. The components contributing to the change in revenue are detailed below:

 

Q3 2020 vs Q3 2019 Change in Revenue

 

 

 

LOGO

Additional details pertaining to the components of the change in revenue are as follows:

 

   

contractual rent adjustments included $0.2 million from consumer price index based increases and $0.9 million from fixed contractual adjustments related to rent escalations;

 

   

the acquisitions of properties located in the United States, Canada and the Netherlands beginning in the third quarter of 2019 increased revenue by $17.4 million, which included $2.5 million of tenant recoveries;

 

   

revenue increased by $0.6 million due to various renewal and re-leasing activities for properties primarily in Canada and the United States;

 

   

the sale of properties located in Canada and the United States during 2019 and 2020 decreased revenue by $1.2 million; and

 

   

foreign exchange had a $1.8 million positive impact as the relative weakening of the Canadian dollar against the Euro and US dollar increased revenue by $1.6 million and $0.2 million, respectively.

 

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Revenue for the nine month period ended September 30, 2020 increased $46.9 million to $247.0 million from $200.1 million in the prior year period. The components contributing to the change in revenue are detailed below:

 

Q3 2020 YTD vs Q3 2019 YTD Change in Revenue

 

 

LOGO

Additional details pertaining to the components of the change in revenue are as follows:

 

   

contractual rent adjustments included $0.8 million from consumer price index based increases and $1.8 million from fixed contractual adjustments related to rent escalations;

 

   

the acquisitions of properties located in the United States, Canada and the Netherlands during 2019 and 2020 increased revenue by $45.0 million, which included $6.2 million of tenant recoveries;

 

   

revenue increased by $2.0 million due to various renewal and re-leasing activities for properties located in Canada, the United States, Austria and Spain;

 

   

revenue decreased by $0.9 million as a result of lease close-out fees received in 2019 for two properties in Canada that were disposed of in the prior year;

 

   

the sale of properties located in Canada and the United States during 2019 and 2020 decreased revenue by $4.6 million; and

 

   

foreign exchange had a net $2.9 million positive impact as the relative weakening of the Canadian dollar against the Euro and US dollar increased revenue by $1.5 million and $1.4 million, respectively.

 

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Revenue by major currency for the three and nine month periods ended September 30, 2020 and 2019 was as follows:

 

Revenue by Currency

 

 

LOGO

 

 

LOGO

As a majority of the Trust’s revenue is denominated in currencies other than the Canadian dollar, Granite uses derivative financial instruments, including cross currency interest rate swaps, forward currency contracts and foreign exchange collars, to partially hedge its exposure to foreign currencies and reduce the potential impact that foreign currency rate changes may have on Granite’s operating results, cash flows and distributions (see “LIQUIDITY AND CAPITAL RESOURCES — Debt Structure”).

 

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Net Operating Income

Net operating income (“NOI”) in the three months ended September 30, 2020 was $76.5 million compared to $60.1 million in the three months ended September 30, 2019. NOI in the nine months ended September 30, 2020 was $215.6 million compared to $174.4 million in the nine months ended September 30, 2019. NOI — cash basis excludes the impact of lease termination and close-out fees, and straight-line rent and tenant incentive amortization and reflects the cash generated by the income-producing properties excluding lease termination and close-out fees on a period-over-period basis. NOI — cash basis was $74.5 million in the three months ended September 30, 2020 compared with $60.3 million in the prior year period, an increase of 23.5%. NOI — cash basis was $213.2 million in the nine months ended September 30, 2020 compared with $173.7 million in the nine months ended September 30, 2019, an increase of 22.7%.

Same property NOI — cash basis refers to the NOI — cash basis for those properties owned by Granite throughout the entire current and prior year periods under comparison. Same property NOI — cash basis excludes properties that were acquired, disposed of, classified as properties under or held for development or assets held for sale during the periods under comparison. Same property NOI — cash basis in the three months ended September 30, 2020 was $61.7 million, compared with $58.2 million in the prior year period. Same property NOI — cash basis in the nine months ended September 30, 2020 was $166.1 million, compared to $157.0 million in the nine months ended September 30, 2019. The changes in NOI, NOI — cash basis and same property NOI — cash basis are detailed below:

 

Changes in NOI, NOI — Cash Basis and Same Property NOI — Cash Basis

 

    

Sq ft(1)

(in
millions)

   

Three Months Ended
September 30,

    Sq ft(1)    

Nine Months Ended
September 30,

 
     2020     2019     $ change     %
change
    (in
millions)
    2020     2019     $ change     %
change
 

Revenue

    $ 87.9     $ 68.8       19.1       $ 247.0     $ 200.1     46.9  

Less: Property operating costs

            (11.4     (8.7     (2.7                     (31.4     (25.7     (5.7        

NOI

   

$

76.5

 

 

$

60.1

 

 

 

16.4

 

 

27.3%

 

   

$

215.6

 

 

$

174.4

 

 

 

41.2

 

 

23.6%

 

Add (deduct):

                   

Lease termination and close-out fees

                                  (0.9     0.9  

Straight-line rent amortization

      (3.3     (1.1     (2.2         (6.3     (3.7     (2.6  

Tenant incentive amortization

            1.3       1.3                             3.9       3.9                

NOI — cash basis

 

 

45.4

 

$

74.5

 

 

$

60.3

 

 

 

14.2

 

 

23.5%

 

 

 

45.4

 

$

213.2

 

 

$

173.7

 

 

 

39.5

 

 

22.7%

 

Less NOI — cash basis for:

                   

Acquisitions

    11.1       (12.3     (0.6     (11.7       13.7       (45.8     (11.4     (34.4  

Dispositions, assets held for sale and developments

    1.4     (0.5     (1.5     1.0             1.4     (1.3     (5.3     4.0        

Same property NOI — cash basis

    32.9     $ 61.7     $ 58.2       3.5     6.0%       30.3     $ 166.1     $ 157.0       9.1     5.8%  

 

(1)   

The square footage relating to the NOI — cash basis represents GLA of 45.4 million square feet as at September 30, 2020. The square footage relating to the same property NOI — cash basis represents the aforementioned GLA excluding the impact from the acquisitions, dispositions, and developments during the relevant period.

 

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Property operating costs include recoverable and non-recoverable costs from tenants and consist of property taxes, utilities, insurance, repairs and maintenance, legal and other property-related expenses. None of Granite’s employee compensation expenses are included in property operating costs.

Straight-line rent amortization represents the scheduled fixed rent changes or rent-free periods in leases that are recognized in revenue evenly on a straight-line basis over the term of the lease. Tenant incentive amortization mainly represents allowances provided to tenants that are recognized in revenue evenly on a straight-line basis over the term of the lease and primarily comprises the amortization associated with the cash allowance incentives paid to Magna in respect of the 10-year lease extensions exercised during the 2014 year at the Thondorf and Eurostar properties in Graz, Austria.

NOI — cash basis for the three months ended September 30, 2020 increased $14.2 million to $74.5 million from $60.3 million in the prior year period, representing an increase of 23.5%. NOI — cash basis for the nine months ended September 30, 2020 increased $39.5 million to $213.2 million from $173.7 million in the prior year period, representing an increase of 22.7%. These increases in NOI — cash basis in the three and nine month periods ended September 30, 2020 were a result of the increase in rental revenue as noted previously, partially offset by an increase in property operating costs primarily relating to the properties acquired in 2019 and 2020.

Same property NOI — cash basis for the three months ended September 30, 2020 increased $3.5 million (6.0%) to $61.7 million primarily due to the increase in contractual rents arising from both consumer price index and fixed rent increases, re-leasing and renewals of various leases for properties primarily located in the United States and Canada and the favourable foreign exchange impact from the weakening of the Canadian dollar against the US dollar and Euro. Excluding the impact of foreign exchange, same property NOI—cash basis for the three month period ended September 30, 2020 would have increased by 3.0% relative to the prior year period.

Same property NOI — cash basis for the nine months ended September 30, 2020 increased $9.1 million (5.8%) to $166.1 million primarily due to the increase in contractual rents, re-leasing and renewals of various leases for properties located in the United States, Canada, Austria and Spain, an expansion at a property in the United States and the favourable foreign exchange impact from the weakening of the Canadian dollar against the US dollar and the Euro. Excluding the impact of foreign exchange, same property NOI—cash basis for the nine month period ended September 30, 2020 would have increased by 4.1% relative to the prior year period.

 

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NOI — cash basis for the three and nine month periods ended September 30, 2020 and 2019 by geography was as follows:

 

NOI — Cash Basis by Geography

 

 

LOGO

 

 

LOGO

Granite’s property portfolio and NOI — cash basis are geographically diversified, which reduces the risk to Granite’s operating results from any particular country’s economic downturn.

 

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Same property NOI — cash basis for the three and nine month periods ended September 30, 2020 and 2019 by geography was as follows:

 

Same Property NOI — Cash Basis by Geography

 

      Three Months Ended
September 30,
             Nine Months Ended
September 30,
 
      2020      2019      % change              2020      2019      % change  

Canada

   $ 12.0      $ 11.2        7.1%         $ 29.8      $ 28.0        6.4%  

United States

     21.6      20.4      5.9%           54.4      49.4      10.1%  

Austria

     17.6      16.8      4.8%           51.7      50.4      2.6%  

Germany

     6.5      6.1      6.6%           18.7      18.2      2.7%  

Netherlands

     2.5      2.3      8.7%           7.0      6.7      4.5%  

Europe — Other

     1.5      1.4      7.1%                 4.5      4.3      4.7%  

Same Property NOI — cash basis

   $ 61.7    $ 58.2        6.0%               $ 166.1    $ 157.0      5.8%  

Same property NOI — cash basis for the three and nine month periods ended September 30, 2020 includes $0.4 million and $1.1 million, respectively, associated with a 0.3 million square foot building expansion at a property located in West Jefferson, Ohio that was completed in the prior year. Excluding the NOI associated with the expansion, same property NOI — cash basis would have increased 5.4% in the three month period ended September 30, 2020 (2.4% on a constant currency basis) and 5.1% in the nine month period ended September 30, 2020 (3.4% on a constant currency basis) relative to the prior periods.

Constant currency same property NOI — cash basis for the three and nine month periods ended September 30, 2020 and 2019 by geography was as follows, which is calculated by converting the comparative same property NOI — cash basis at current exchange rates:

 

Constant Currency Same Property NOI — Cash Basis by Geography

 

      Three Months Ended
September 30,
             Nine Months Ended
September 30,
 
      2020      2019      % change              2020      2019      % change  

Canada

   $ 12.0      $ 11.2        7.1%         $ 29.8      $ 28.0        6.4%  

United States

     21.6      20.6      4.9%           54.4      50.3      8.2%  

Austria

     17.6      17.8      (1.1)%           51.7      51.3      0.8%  

Germany

     6.5      6.4      1.6%           18.7      18.6      0.5%  

Netherlands

     2.5      2.4      4.2%           7.0      6.9      1.4%  

Europe — Other

     1.5      1.5      —%                 4.5      4.3      4.7%  

Constant Currency Same Property NOI — cash basis

   $ 61.7    $ 59.9        3.0%               $ 166.1    $ 159.4      4.2%  

 

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General and Administrative Expenses

General and administrative expenses consisted of the following:

 

General and Administrative Expenses

 

      Three Months Ended
September 30,
            Nine Months Ended
September 30,
 
      2020      2019      $ change             2020      2019      $ change  

Salaries and benefits

   $ 4.1      $ 2.8        1.3      $ 11.1      $ 10.2        0.9

Audit, legal and consulting

     0.8      1.0      (0.2        2.6      3.5      (0.9

Trustee/director fees and related expenses

     0.4      0.3      0.1        1.0      1.1      (0.1 )

Executive unit-based compensation expense including distributions

     1.5      1.1      0.4        3.7      3.0      0.7

Fair value remeasurement of trustee/director and executive unit-based compensation plans

     1.4      0.4      1.0        1.8      1.5      0.3

Other public entity costs

     0.5      0.4      0.1        1.4      1.6      (0.2

Office rents including property taxes and common area maintenance costs

     0.1      0.1               0.3      0.3       

Capital tax

     0.3      0.1      0.2        0.6      0.2      0.4

Information technology

     0.3      0.2      0.1        0.8      0.7      0.1

Other

     0.2      0.5      (0.3              1.0      1.3      (0.3

General and administrative expenses

   $ 9.6    $ 6.9        2.7            $ 24.3    $ 23.4      0.9

General and administrative expenses were $9.6 million for the three month period ended September 30, 2020 and increased $2.7 million in comparison to the prior year period primarily as a result of the following:

 

   

an increase in salaries and benefits expense primarily due to additional employees in the United States and the Netherlands and an accrual of $1.1 million made related to severance for a departing senior executive in the current year period;

 

   

an increase in executive unit-based compensation expense due to greater awards outstanding under the plan in the current year period; and

 

   

an increase in fair value remeasurement associated with the trustee/director and executive unit-based compensation plans resulting from a larger increase in the market price of the Trust’s stapled units in the third quarter of 2020 compared to the prior year period, partially offset by;

 

   

a decrease in audit, legal and consulting expenses due to costs incurred in the prior year period associated with corporate advisory matters including internal reorganizations and administrative matters.

General and administrative expenses were $24.3 million for the nine month period ended September 30, 2020 and increased $0.9 million in comparison to the prior year period primarily as a result of the following:

 

   

an increase in salaries and benefits expense primarily due to an increase in salaries and benefits expense associated with additional employees in the United States and the Netherlands and an accrual made related to severance for a departing senior executive noted above, partially offset by the higher compensation costs related to the departure of the former CFO in the second quarter of 2019;

 

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an increase in executive unit-based compensation expense due to greater awards outstanding under the plan;

 

   

an increase in fair value remeasurement associated with the trustee/director and executive unit-based compensation plans resulting from an increase in the market price of the Trust’s stapled units compared to the prior year period; and

 

   

an increase in capital tax related to increased investment into the United States partially offset by;

 

   

a decrease in audit, legal and consulting expenses due to costs incurred in the prior year period associated with corporate advisory matters including internal reorganizations and administrative matters.

Interest Income

Interest income for the three month period ended September 30, 2020 decreased $1.8 million to $0.5 million from $2.3 million in the prior year period due to lower interest rates on invested cash. Interest income for the nine month period ended September 30, 2020 decreased $6.1 million to $1.8 million from $7.9 million in the prior year period due to the reduction of cash balances on hand and lower interest rates on invested cash.

Interest Expense and Other Financing Costs

Interest expense and other financing costs for the three month periods ended September 30, 2020 increased $3.0 million to $10.6 million from $7.6 million in the prior year period. Interest expense and other financing costs for the nine month period ended September 30, 2020 increased $2.1 million to $25.0 million from $22.9 million in the prior year period. Both increases were primarily related to increased interest costs associated with higher debt balances resulting from the $500 million 2027 Debentures (as defined below) issued in June 2020.

As at September 30, 2020, Granite’s weighted average cost of interest-bearing debt was 2.16% (September 30, 2019 — 2.17%) and the weighted average debt term-to-maturity was 4.5 years (September 30, 2019 — 4.0 years).

Foreign Exchange Gains/Losses, Net

Granite recognized net foreign exchange gains of $0.2 million and foreign exchange losses of $0.4 million in the three month periods ended September 30, 2020 and 2019, respectively. The $0.6 million increase in net foreign exchange gains is primarily due to the remeasurement of certain monetary assets and liabilities of the Trust that are denominated in US dollars and Euros as a result of the weakening of the Canadian dollar against these currencies and foreign exchange gains realized on the settlement of foreign exchange collar contracts.

Granite recognized net foreign exchange gains of $3.0 million and net foreign exchange losses of $1.2 million in the nine month periods ended September 30, 2020 and 2019, respectively. The $4.2 million increase in net foreign exchange gains is primarily due to the remeasurement of certain monetary assets and liabilities of the Trust that are denominated in US dollars and Euros as a result of the weakening of the Canadian dollar against these currencies and foreign exchange gains realized on the settlement of foreign exchange collar contracts.

Fair Value Gains/Losses on Investment Properties, Net

Net fair value gains on investment properties were $62.1 million and $78.2 million in the three month periods ended September 30, 2020 and 2019, respectively. In the three month period ended September 30, 2020, net fair value gains of $62.1 million were primarily attributable to favourable changes in leasing assumptions associated with fair market rent increases as well as

 

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compression in discount and terminal capitalization rates for properties located in the GTA (Canada) and across the United States as well as compression in discount and terminal capitalization rates for certain of the Trust’s modern warehouse properties in Germany and the Netherlands, partially offset by an increase in discount rates for certain properties located in Austria due to market conditions and the nature of the tenants and properties in this jurisdiction.

Net fair value gains on investment properties in the three month period ended September 30, 2019 of $78.2 million were primarily attributable to (i) a compression in discount or terminal capitalization rates for certain properties primarily located in Canada and the United States and, to a lesser extent, in Europe, which resulted from the continued market demand for warehouse distribution facilities and (ii) the favourable changes in leasing assumptions associated with fair market rent increases for certain properties located in North America.

Net fair value gains on investment properties were $132.6 million and $197.9 million in the nine month periods ended September 30, 2020 and 2019, respectively. In the nine month period ended September 30, 2020, net fair value gains of $132.6 million were attributable to various factors including (i) an increase in fair value for the recently acquired property in Dallas, Texas as a result of market confirmation of capitalization rates favourable to initial acquisition metrics of the forward purchase for this modern e-commerce facility, (ii) the favourable changes in leasing assumptions associated with fair market rent increases for properties located in Canada and the United States and (iii) the increase in fair value of the recently developed property in Plainfield, Indiana as a result of executing a full building 10-year lease, partially offset by an increase in discount rates for certain properties located in Austria and Germany due to market conditions and the nature of the tenants and properties across these jurisdictions.

Net fair value gains on investment properties in the nine month period ended September 30, 2019 of $197.9 million were attributable to various factors including (i) the positive changes in leasing assumptions associated with lease renewals and fair market rent increases for properties located in Canada and the United States and (ii) a compression in discount and terminal capitalization rates for certain properties across Granite’s portfolio resulting from the continued market demand for warehouse distribution facilities.

Fair Value Gains and Losses on Financial Instruments, Net

Fair value gains on financial instruments for the three month periods ended September 30, 2020 and 2019 were $1.0 million and $1.9 million, respectively. Fair value losses on financial instruments for the nine month period ended September 30, 2020 were $4.7 million and fair value gains on financial instruments for the nine month period ended September 30, 2019 were $0.2 million. The fair value gains on financial instruments for the three months ended September 30, 2020 and the fair value losses on financial instruments for the nine months ended September 30, 2020 are related to (i) the fair value change of the 2024 Cross Currency Interest Rate Swap and (ii) unrealized losses on foreign exchange forward contracts, partially offset by fair value gains on foreign exchange collar contracts. These derivatives have not been designated in a hedging relationship and are therefore recorded in the statements of net income.

Loss on Sale of Investment Properties

The loss on sale of investment properties for the three and nine month periods ended September 30, 2020 was $0.2 million. The loss on sale of investment properties for the three and nine month periods ended September 30, 2019 were $0.7 million and $2.0 million, respectively. The loss on sale of investment properties is primarily related to broker commissions and legal and advisory costs associated with the dispositions or planned dispositions of assets held for sale.

 

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Income Tax Expense

Income tax expense comprised the following:

 

Income Tax Expense

 

      Three Months Ended
September 30,
                     Nine Months Ended
September 30,
         
      2020      2019      $ change              2020      2019      $ change  

Foreign operations

   $ 1.7      $ 1.4        0.3       $ 5.0      $ 4.2        0.8

Other

     0.5      0.4        0.1               0.5      1.2        (0.7

Current tax expense

     2.2      1.8      0.4         5.5      5.4      0.1

Deferred tax expense

     12.3      10.4      1.9               30.1      33.1      (3.0

Income tax expense

   $ 14.5      $ 12.2        2.3             $ 35.6    $ 38.5        (2.9

For the three months ended September 30, 2020, the current tax expense increased compared to the prior year period primarily due to higher taxes in foreign jurisdictions as a result of acquisitions and the foreign exchange impact resulting from the relative weakening of the Canadian dollar on Euro denominated tax expense.

For the nine months ended September 30, 2020, the current tax expense increased compared to the prior year period primarily due to the recognition of tax assets in Canada of $0.8 million for taxation years that have become statute barred, partially offset by higher income taxes in foreign jurisdictions of acquisitions and the foreign exchange impact resulting from the relative weakening of the Canadian dollar on Euro denominated tax expense.

The increase in deferred tax expense for the three months ended September 30, 2020 compared to the prior year period was primarily due to fair value gains on acquired properties and partially offset by fair value losses in jurisdictions in which deferred taxes are recorded and as well as the foreign exchange impact resulting from the relative weakening of the Canadian dollar on US and Euro denominated tax expense.

The decrease in deferred tax expense for the nine months ended September 30, 2020 compared to the prior year period was primarily due to a decrease in fair value gains on investment properties in jurisdictions in which deferred taxes are recorded.

 

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Net Income Attributable to Stapled Unitholders

For the three month period ended September 30, 2020, net income attributable to stapled unitholders was $105.2 million compared to $114.5 million in the prior year period. The $9.3 million decrease in net income attributable to stapled unitholders was primarily due to a $16.1 million decrease in fair value gains on investment properties, a $3.0 million increase in interest expense as a result of the issuance of the 2027 Debentures, a $1.8 million decrease in interest income due to lower interest rates in North America and higher income tax expense of $2.3 million, partially offset by a $16.4 million increase in net operating income. The period-over-period variance is further summarized below:

 

Q3 2020 vs Q3 2019 Change in Net Income Attributable to Stapled Unitholders

 

 

LOGO

For the nine month period ended September 30, 2020, net income attributable to stapled unitholders was $262.2 million compared to $291.5 million in the prior year period. The $29.3 million net decrease in net income attributable to stapled unitholders was primarily due to a $65.3 million decrease in net fair value gains on investment properties, a $6.1 million decrease in interest income due to lower interest rates in North America, a $5.0 million increase in fair value losses on financial instruments and a $2.0 million increase in interest expense as a result of the issuance of the 2027 Debentures, partially offset by a $41.2 million increase in net operating income. The period-over-period variance is further summarized below:

 

Q3 2020 YTD vs Q3 2019 YTD Change in Net Income Attributable to Stapled Unitholder

 

 

LOGO

 

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Funds From Operations and Adjusted Funds From Operations

The reconciliation of net income attributable to stapled unitholders to FFO and AFFO for the three and nine months ended September 30, 2020 and 2019 is presented below:

 

FFO AND AFFO(1) RECONCILIATION

 

          Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
(in millions, except per unit information)        2020     2019     2020     2019  

Net income attributable to stapled unitholders

    $ 105.2     $ 114.5     $ 262.2     $ 291.5  

Add (deduct):

         

Fair value gains on investment properties, net

      (62.1     (78.2     (132.6     (197.9

Fair value (gains) losses on financial instruments

      (1.0     (2.0     4.7       (0.2

Loss on sale of investment properties

      0.2     0.7     0.2     2.0

Deferred income tax expense

      12.3     10.4     30.1       33.1

Fair value remeasurement expense relating to the Executive Deferred Stapled Unit Plan

      0.9     0.3     1.1       1.0

Non-controlling interests relating to the above

              0.1     0.1     0.1

FFO

  [A]   $ 55.5     $ 45.8     $ 165.8     $ 129.6  

Add (deduct):

         

Maintenance or improvement capital expenditures incurred

      (0.2     (1.4     (3.2     (2.5

Leasing commissions incurred(2)

            (0.3     (0.1     (0.6

Tenant allowances incurred

      (0.6     0.1     (0.6     (0.2

Tenant incentive amortization

      1.4       1.3       4.0       3.9  

Straight-line rent amortization

        (3.4     (1.1     (6.3     (3.7

AFFO(1) (2)

  [B]   $ 52.7     $ 44.4     $ 159.6     $ 126.5  

Per unit amounts:

         

Basic and diluted FFO per stapled unit

  [A]/[C] and [A]/[D]   $ 0.96   $ 0.93   $ 2.98   $ 2.71

Basic and diluted AFFO per stapled unit(1)

  [B]/[C] and [B]/[D]   $ 0.91   $ 0.90   $ 2.87   $ 2.65

Basic weighted average number of stapled units

  [C]     57.8     49.4     55.6     47.8

Diluted weighted average number of stapled units

  [D]     57.9     49.5     55.7     47.9

 

(1)   

In the current year period AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances incurred whereas in prior year periods AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances paid. The AFFO metrics in the comparative period have been updated to conform to the current period’s presentation. AFFO as well as basic and diluted AFFO per unit for the three months ended September 30, 2019 were previously reported as $44.6 million and $0.90 per unit, respectively. AFFO as well as basic and diluted AFFO per unit for the nine months ended September 30, 2019 were previously reported as $126.2 million and $2.64 per unit, respectively. Both methods of calculation are in accordance with the REALPAC White Paper (see “NON-IFRS PERFORMANCE MEASURES”). There is no significant difference in these metrics as a result of the change in calculation.

(2)  

In accordance with the REALPAC White Paper, leasing commissions incurred in the three and nine month periods ended September 30, 2020 exclude $0.5 million of leasing commissions incurred on the lease-up of a recently acquired property in Groveport, Ohio and deemed related to the overall acquisition costs. Leasing commissions incurred in the nine month period ended September 30, 2020 exclude $1.9 million of leasing commissions incurred on the lease-up of a recently completed development property in Plainfield, Indiana in the second quarter of 2020.

 

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Funds From Operations

FFO for the three month period ended September 30, 2020 was $55.5 million ($0.96 per unit) compared to $45.8 million ($0.93 per unit) in the prior year period. Included in the FFO for the third quarter of 2020 is $1.1 million of severance costs associated with the departure of a senior executive. Excluding this severance expense, FFO would be $56.6 million ($0.98 per unit). The $9.7 million ($0.03 per unit) increase in FFO is summarized below:

 

Q3 2020 vs Q3 2019 Change in FFO

 

 

LOGO

FFO for the nine month period ended September 30, 2020 was $165.8 million ($2.98 per unit) compared to $129.6 million ($2.71 per unit) in the prior year period. Included in the FFO for the third quarter of 2020 is $1.1 million of severance costs associated with the departure of a senior executive. Excluding this severance expense, FFO would be $166.9 million ($3.00 per unit). The $36.2 million ($0.27 per unit) increase in FFO is summarized below:

 

Q3 2020 YTD vs Q3 2019 YTD Change in FFO

 

 

LOGO

FFO for the nine month period ended September 30, 2019 includes $2.5 million ($0.05 per unit) of compensation costs associated with the departure of the former CFO. In comparison and excluding the compensation costs of $2.5 million, FFO would have been $132.1 million ($2.76 per unit) in the nine month period ended September 30, 2019.

 

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Adjusted Funds From Operations

As previously detailed in the FFO and AFFO reconciliation table, AFFO for the three month period ended September 30, 2020 was $52.7 million ($0.91 per unit) compared to $44.4 million ($0.90 per unit) in the prior year period. Excluding the aforementioned severance of $1.1 million recognized in the third quarter of 2020, AFFO would be $53.8 million ($0.93 per unit). The $8.3 million ($0.01 per unit) increase in AFFO is summarized below:

 

Q3 2020 vs Q3 2019 Change in AFFO

 

 

LOGO

Additional details pertaining to the components of the change in AFFO are as follows:

 

   

the $9.7 million increase in FFO, as noted previously; and

 

   

a $1.2 million increase in AFFO from higher maintenance or improvement capital expenditures incurred in the prior year period relating to improvement projects in Thondorf, Austria and Bergen op Zoom, Netherlands, partially offset by;

 

   

a $2.2 million decrease in AFFO from tenant incentive and straight-line rent amortization, primarily from re-leasing and renewal activities and property acquisitions in Canada, the United States and the Netherlands.

 

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AFFO for the nine month period ended September 30, 2020 was $159.6 million ($2.87 per unit) compared to $126.5 million ($2.65 per unit) in the prior year period. Excluding the aforementioned severance of $1.1 million recognized in the nine-month period ending September 30, 2020, AFFO would be $160.7 million ($2.89 per unit). The $33.1 million ($0.22 per unit) increase in AFFO is summarized below:

 

Q3 2020 YTD vs Q3 2019 YTD Change in AFFO

 

 

LOGO

Additional details pertaining to the components of the change in AFFO are as follows:

 

   

the $36.2 million increase in FFO, as noted previously, partially offset by;

 

   

a $0.7 million decrease in AFFO from higher maintenance or improvement capital expenditures incurred primarily due to a roof replacement at a property in Canada and improvement projects at properties in the United States; and

 

   

a $2.5 million decrease in AFFO from tenant incentive and straight-line rent amortization, primarily from releasing and renewal activities and property acquisitions in Canada, the United States.

AFFO for the nine month period ended September 30, 2019 includes $2.5 million ($0.05 per unit) of compensation costs associated with the departure of the former CFO. In comparison and excluding the compensation costs of $2.5 million, AFFO would have been $129.0 million ($2.7 per unit) in the nine month period ended September 30, 2019.

 

INVESTMENT PROPERTIES

Granite’s investment properties consist of income-producing properties, properties under development and land held for development. Substantially all of the income-producing properties are for industrial use and can be categorized as (i) modern logistics/distribution warehouse facilities (“modern warehouse facilities”), which were recently acquired or newly developed/redeveloped, (ii) multi-purpose facilities, which are tenantable by a wide variety of potential users or (iii) special purpose properties designed and built with specialized features and leased to Magna. The attributes of the income-producing properties are versatile and are based on the needs of the tenant such that an industrial property used by a certain tenant for light or heavy manufacturing can be used by another tenant for other industrial uses after some retrofitting if necessary. Accordingly, the investment property portfolio is substantially for industrial use and, as such, Granite determined that its asset class comprises industrial properties

 

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for purposes of financial reporting. The fair value of the industrial properties, as noted below, is based upon the current tenanting, existing use and attributes of such properties.

Properties under development is comprised of (i) 50 acres of a greenfield site in Houston, Texas for which speculative construction of the initial phase, consisting of two buildings totaling 0.7 million square feet, has begun and is expected to be completed in the fourth quarter of 2021, and (ii) a site in Altbach, Germany where the demolition of the property is complete and the construction of a distribution/light industrial facility was temporarily placed on hold during the first and second quarters of 2020 as a result of the COVID-19 pandemic. Granite now expects to move forward with this development later in 2020 or early 2021 and is currently engaged in pre-leasing activity and construction contact pricing (see “SIGNIFICANT MATTERS — COVID-19 Pandemic”).

Land held for development comprises 36 acres of land in Fort Worth, Texas for the planned future development of a 0.6 million square foot e-commerce and logistics warehouse, the remaining 141 acres of land in Houston, Texas acquired in 2019 and held for the future development of up to a 2.5 million square foot multi-phased business park capable of accommodating buildings ranging from 0.3 million to 1.2 million square feet (of which 0.7 million square feet is planned in the initial phase of construction, as noted above), 12.9 acres of development land in West Jefferson, Ohio that was acquired in 2018 and a 16-acre parcel of land located in Wroclaw, Poland that could provide for approximately 0.3 million square feet of logistics-warehouse space.

Summary attributes of the investment properties as at September 30, 2020 and December 31, 2019 were as follows:

 

 

Investment Properties Summary

 

As at September 30, 2020 and December 31, 2019    2020      2019  

(in millions, except as noted)

     

Investment properties — fair value

   $ 5,338.9      $ 4,457.9  

Income-producing properties

     5,270.3        4,377.6  

Properties under development

     29.5        51.3  

Land held for development

     39.1        29.0  

Overall capitalization rate(1)

     5.8%        6.1%  

Number of investment properties

     109        91  

Income-producing properties

     102        85  

Properties under development

     3        3  

Land held for development

     4        3  

Property metrics

     

GLA, square feet

     45.4        40.0  

Occupancy, by GLA

     98.9%        99.0%  

Weighted average lease term in years, by square footage

     5.9        6.5  

Total number of tenants

     80        60  

Magna as a percentage of annualized revenue(2)

     37%        42%  

Magna as a percentage of GLA

     30%        35%  

 

(1)   

Overall capitalization rate pertains only to income-producing properties.

(2)   

Annualized revenue for each period presented is calculated as rental revenue excluding tenant recoveries, recognized in accordance with IFRS, in the reported month multiplied by 12 months.

 

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The fair value of the investment properties by asset category as at September 30, 2020 and December 31, 2019 was as follows:

 

 

Fair Value of Investment Properties by Asset Category(1)

 

LOGO

Granite has a high quality global portfolio of large scale properties strategically located in Canada, the United States and Europe. The fair value of the investment properties by country as at September 30, 2020 and December 31, 2019 was as follows:

 

 

Fair Value of Investment Properties by Geography(1)

 

 

LOGO

 

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The change in the fair value of investment properties by asset category during the nine month period ended September 30, 2020 was as follows:

 

 

Change in Fair Value of Investment Properties by Asset Category

 

 

                   
    January 1,
2020
                                              September 30,
2020
 
     Investment
properties
    Fair
value
gains
(losses)
    Acquisitions     Disposals     Capital and
leasing
expenditures
    Foreign
exchange
gains
    Other
changes
    Transfers(1)     Investment
properties
 

Modern warehouse facilities

    $2,509.3     101.3     520.4           12.4     69.6     5.7     97.7     $3,316.4

Multi-purpose facilities

    842.2     30.5           (23.5)       2.6     23.6     (0.1)             875.3

Special purpose properties

    1,026.1     1.2                       54.6     (3.3)             1,078.6

Income-Producing Properties

    4,377.6     133.0     520.4     (23.5)       15.0     147.8     2.3     97.7     5,270.3

Properties Under Development

    51.3     (0.1)       35.7           36.4     3.9           (97.7)       29.5

Land Held For Development

    29.0     (0.3)       9.2           0.3     0.9                 39.1
      $4,457.9     $132.6       $565.3       $(23.5)       $51.7     $152.6       $2.3             $5,338.9

 

(1)   

The transfers are related to the reclassification of a property under development in Plainfield, Indiana to income-producing properties upon its completion during the second quarter of 2020 and the transfer of a property under development in Bleiswijk, Netherlands to income-producing properties upon its completion during the third quarter of 2020.

During the nine month period ended September 30, 2020, the fair value of investment properties increased by $881.0 million primarily due to:

 

   

net fair value gains of $132.6 million which were attributable to various factors including (i) an increase in fair value for the recently acquired property in Dallas, Texas as a result of market confirmation of capitalization rates favourable to initial acquisition metrics of the forward purchase for this modern e-commerce facility, (ii) the favourable changes in leasing assumptions associated with fair market rent increases for properties located in the GTA, Canada and (iii) the increase in fair value of the recently developed property in Plainfield, Indiana as a result of executing a full building 10-year lease with a new tenant, partially offset by an increase in discount rates for certain properties located in Austria and Germany due to market conditions and the nature of the tenants and properties across these jurisdictions;

 

   

the acquisitions of 17 income-producing properties in Canada, the United States and the Netherlands, a property under development in the Netherlands and a parcel of development land in the United States for $565.3 million consisting of (i) a property in Weert, Netherlands for $31.9 million, (ii) five properties in Ohio and Indianapolis, United States for $222.7 million, (iii) three properties in Memphis and Mississippi, United States for $111.6 million, (iv) a property under development in Bleiswijk, Netherlands for $35.6 million (completed in the third quarter and transferred to income-producing properties), (v) development land in Fort Worth, Texas for $8.9 million (vi) two properties in Tilburg and Ede, Netherlands for $71.7 million and $21.4 million respectively, (vii) six properties in the GTA, Canada for $57.0 million; and (viii) the associated transaction costs of $4.5 million (see “SIGNIFICANT MATTERS — Property Acquisitions”);

 

   

capital expenditures and leasing costs of $51.7 million, of which $36.4 million related to development of four properties under construction in Indiana and Texas, United States as

 

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well as Bleiswijk, Netherlands and Altbach, Germany. During the nine month period ended September 30, 2020, the developments in Indiana and Bleiswijk were completed and subsequently transferred to income-producing properties. Capital expenditures relating to modern warehouse facilities include $8.6 million of construction costs incurred to complete a developed property in Dallas, Texas which was acquired in November 2019 and $2.5 million of leasing commissions of which $2.4 million is related to recent acquisitions and completed developments; and

 

   

foreign exchange gains of $152.6 million, which include foreign exchange gains of $105.0 million and $47.6 million resulting from the relative weakening of the Canadian dollar against the Euro and the US dollar, respectively.

Fair values were 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 estimated year 11 cash flows. Granite measures its investment properties using valuations prepared by management. Granite 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 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 used during the nine months ended September 30, 2020. The key valuation metrics for Granite’s investment properties including the discount and terminal capitalization rates by jurisdiction are summarized in note 4 to the unaudited condensed combined financial statements for the three and nine month periods ended September 30, 2020. In addition, valuation metrics for Granite’s income-producing properties by asset category as at September 30, 2020 and December 31, 2019 were as follows:

 

Valuation Metrics by Income-Producing Property Asset Category

 

As at September 30, 2020 and
December 31, 2019

  Modern
warehouse
facilities
           Multi-purpose
facilities
           Special
purpose
properties
           Total  
  2020     2019            2020     2019            2020     2019            2020     2019  

Overall capitalization rate(1)(2)

    5.16%       5.42%         6.13%       6.28%         7.63%       7.44%         5.83%       6.06%  

Terminal capitalization rate(1)

    5.60%       5.97%         6.14%       6.44%         6.78%       7.03%         5.93%       6.32%  

Discount rate(1)

    6.07%       6.17%               6.83%       6.91%               7.74%       7.38%               6.54%       6.60%  

 

(1)  

Weighted based on income-producing property fair value.

(2)  

Overall capitalization rate is calculated as stabilized net operating income (property revenue less property expenses) divided by the fair value of the property.

 

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A sensitivity analysis of the fair value of income-producing properties to changes in the overall capitalization rate, terminal capitalization rate and discount rate at September 30, 2020 is presented below:

 

Sensitivity Analysis of Fair Value of Income-Producing Properties

 

Rate sensitivity    Overall capitalization rate      Terminal capitalization rate      Discount rate  

+50 bps

     4,827.6        5,021.7        5,076.4  

+25 bps

     5,038.5        5,140.7        5,172.2  

Base rate

   $ 5,270.3      $ 5,270.3      $ 5,270.3  

-25 bps

     5,526.2        5,412.0        5,370.7  

-50 bps

     5,810.8        5,567.8        5,473.6  

Capital Expenditures and Leasing Costs

Capital expenditures relate to sustaining the existing earnings capacity of the property portfolio. Capital expenditures can include expansion or development expenditures and maintenance or improvement expenditures. Expansion or development capital expenditures are discretionary in nature and are incurred to generate new revenue streams and/or increase the productivity of a property. Maintenance or improvement capital expenditures relate to sustaining the existing earnings capacity of a property. Leasing costs include direct leasing costs and lease incentives. Direct leasing costs include broker commissions incurred in negotiating and arranging tenant leases. Lease incentives include the cost of leasehold improvements to tenant spaces and/or cash allowances provided to tenants for leasehold improvement costs.

Included in total capital expenditure and leasing cost additions to investment properties are items which relate to the completion or lease up of recently acquired or developed properties. Such items are excluded from Granite’s calculation of AFFO. A reconciliation of total capital and leasing cost additions to investment properties to those included in AFFO for the three and nine month periods ended September 30, 2020 and 2019 is below:

 

Maintenance Capital Expenditures and Leasing Costs

 

      Three Months Ended
September 30,
            Nine Months Ended
September 30,
 
      2020     2019             2020     2019  

Additions to investment properties:

           

Leasing costs

   $ 0.6     $ 0.3        $ 2.5     $ 0.6  

Tenant improvements(1)

     0.6     (0.1        0.6     0.2

Maintenance capital expenditures

     0.2     1.4        3.2     2.5

Other capital expenditures

     2.0     0.1              8.7     3.5
   $ 3.4     $ 1.7        $ 15.0     $ 6.8  

Less:

           

Leasing costs related to acquisition activities

     (0.5              (0.5      

Leasing costs related to development activities

                    (1.9      

Capital expenditures related to property acquisitions

     (2.1     (0.1              (8.7     (3.5

Capital expenditures and leasing costs included in AFFO

   $ 0.8     $ 1.6              $ 3.9     $ 3.3  

 

(1)   

Tenant improvements include tenant allowances and landlord’s work.

 

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During the three month period ended September 30, 2020, included in total capital expenditures and leasing costs are $2.1 million of costs incurred to complete a property in Dallas, Texas and $0.5 million related to leasing commissions for one of the Midwest Portfolio properties acquired in the second quarter of 2020.

During the nine month period ended September 30, 2020, included in total capital expenditures and leasing costs are $8.7 million of costs incurred to complete a property in Dallas, Texas, $1.9 of leasing commissions related to the lease-up at the recently completed development in Plainfield, Indiana, and $0.5 million related to leasing commissions for one of the Midwest Portfolio properties acquired in the second quarter of 2020.

The capital expenditures and leasing costs incurred by quarter for the trailing eight quarters were as follows:

 

Capital Expenditures and Leasing Costs — Trailing Eight Quarters

 

          Q3’20     Q2’20     Q1’20     Q4’19     Q3’19     Q2’19     Q1’19     Q4’18  

Total capital expenditures incurred

    $ 2.2     $ 6.2     $ 3.4     $ 1.0     $ 1.5     $ 0.6     $ 3.9     $ 16.5  

Total leasing costs incurred

        1.2     2.0           0.8     0.2     0.4     0.2     0.6

Total incurred

  [A]   $ 3.4     $ 8.2     $ 3.4     $ 1.8     $ 1.7     $ 1.0     $ 4.1     $ 17.1  

Less: Capital expenditures and leasing costs related to acquisitions and developments

        (2.6     (6.1     (2.4     (0.2     (0.1     (0.4     (3.0     (14.3

Capital expenditures and leasing costs included in AFFO

  [B]     0.8       2.1       1.0       1.6       1.6       0.6       1.1       2.8  

GLA, square feet

  [C]     45.4       44.3     40.0     40.0     34.9     34.5     32.8     32.2

$ total incurred per square feet

  [A]/[C]   $ 0.07     $ 0.19     $ 0.09     $ 0.05     $ 0.05     $ 0.03     $ 0.13     $ 0.53  

$ capital expenditures and leasing costs included in AFFO per square feet

  [B]/[C]   $ 0.00     $ 0.05     $ 0.03     $ 0.04     $ 0.05     $ 0.02     $ 0.03     $ 0.09  

Development and Expansion Projects

The attributes of Granite’s properties under development and expansion projects as at September 30, 2020 were as follows:

 

Development and Expansion Projects

 

     Land
acreage
(in acres)
    Expected
sq ft of
construction
(in millions)
    Target/
actual start
date of
construction
    Target
completion
date
   

Actual

construction
costs as at
September 30,
2020

    Expected
total
construction
cost(1)
 

As at September 30, 2020

           

Properties under development

           

Houston, Texas (Phase 1 only)

    50     0.7     Q4 2019       Q4 2021     $ 4.9     $ 43.1  

Altbach, Germany

    13     0.3     Q1 2021       Q4 2021       3.4       35.3  

Expansion project

           

Tilburg, Netherlands

          0.1     Q2 2020       Q4 2020       11.6     23.4  

2095 Logistics Drive, Mississauga, Ontario

    9     0.1     Q4 2019       Q4 2021       0.3       10.5  
      72     1.2                   $ 20.2     $ 112.3  

 

 

(1)  

Construction cost excludes cost of land.

 

Granite REIT 2020 Third Quarter Report    33


Table of Contents

During the three month period ended September 30, 2020, Granite completed the development property in Bleiswijk, Netherlands. The total cost to acquire and complete the property was $65.7 million (42.5 million) including the initial acquisition cost of $35.8 million (23.2 million). This property is a build-to-suit grocery e-commerce distribution facility situated on approximately 13 acres of land and comprises a total gross leasable area of 0.2 million square feet and offers 407 car and 147 van parking spaces, respectively. The property is located in the Prisma Business Park in the center of the Randstad conurbation, situated next to the A12 motorway, providing access to approximately 8 million consumers within a one-hour radius. The development recently received a BREEAM “Very Good” sustainability certification.

Leasing Profile

Magna, Granite’s Largest Tenant

During the quarter, and subsequent to quarter end, Granite continued to reduce its exposure to Magna through the disposition of two Magna-tenanted properties in Canada and one in Spain (see “SIGNIFICANT MATTERS — Property Dispositions” and “SIGNIFICANT MATTERS — Subsequent Events”). At September 30, 2020, Magna International Inc. or one of its operating subsidiaries was the tenant at 33 (December 31, 2019 — 35) of Granite’s income-producing properties and comprised 37% (December 31, 2019 — 42%) of Granite’s annualized revenue and 30% (December 31, 2019 — 35%) of Granite’s GLA. Including the impact of the disposition of the Barcelona property on October 23, 2020, Granite’s overall exposure to Magna is 30% of total GLA and 37% of total annualized revenue.

According to public disclosures, Magna International Inc. has a credit rating of A3 with a “Negative Outlook” by Moody’s Investor Service, A- with a “Negative Outlook” by Standard & Poor’s and A(low) with a “Negative Trend” by DBRS Limited. As a result of the impact of COVID-19 on Magna’s global operations, Magna’s credit ratings were recently amended by the rating agencies in June and July 2020 with negative outlooks. Magna is a global mobility technology company with complete vehicle engineering and contract manufacturing expertise. Magna’s product capabilities include body, chassis, exteriors, seating, powertrain, active driver assistance, electronics, mechatronics, mirrors, lighting and roof systems.

Granite’s relationship with Magna is an arm’s length landlord and tenant relationship governed by the terms of Granite’s leases. Granite’s properties are generally leased to operating subsidiaries of Magna International Inc. and are not guaranteed by the parent company; however, Magna International Inc. is the tenant under certain of Granite’s leases. The terms of the lease arrangements with Magna generally provide for the following:

 

   

the obligation of Magna to pay for costs of occupancy, including operating costs, property taxes and maintenance and repair costs;

 

   

rent escalations based on either fixed-rate steps or inflation;

 

   

renewal options tied to market rental rates or inflation;

 

   

environmental indemnities from the tenant; and

 

   

a right of first refusal in favour of Magna on the sale of a property.

Renewal terms, rates and conditions are typically set out in Granite’s leases with Magna and form the basis for tenancies that continue beyond the expiries of the initial lease terms.

According to its public disclosure, Magna’s success is primarily dependent upon the levels of North American, European and Chinese car and light truck production by Magna’s customers. Granite expects Magna to continuously seek to optimize its global manufacturing footprint and consequently, Magna may or may not renew leases for facilities currently under lease at their expiries.

 

34    Granite REIT 2020 Third Quarter Report


Table of Contents

Other Tenants

In addition to Magna, at September 30, 2020, Granite had 79 other tenants from various industries that in aggregate comprised 60% of the Trust’s annualized revenue. Each of these tenants accounted for less than 7% of the Trust’s annualized revenue as at September 30, 2020.

Granite’s top 10 tenants by annualized revenue at September 30, 2020 are summarized in the table below:

 

Top 10 Tenants Summary

 

Tenant   Annualized Revenue %     GLA %     WALT (years)     Credit  Rating(1)(2)

Magna

    37%       30%       4.8   A(low)

Amazon

    6%       5%       18.3   AA(low)

ADESA

    3%       —%       8.8   NR

Restoration Hardware

    2%       3%       7.6   NR

Hanon Systems

    2%       1%       8.9   AA

Ingram Micro

    2%       2%       4.3   BB(high)

Cornerstone Brands

    2%       2%       4.0   B (high)

Mars Petcare

    2%       3%       1.6   NR

Wayfair

    2%       2%       5.0   NR

Ricoh

    2%       1%       4.7   BBB(high)

Top 10 Tenants

    60%       49%       6.5      

 

 

(1)   

Credit rating is quoted on the DBRS equivalent rating scale where publicly available. NR refers to Not Rated.

(2)   

The credit rating indicated may, in some instances, apply to an affiliated company of Granite’s tenant which may not be the guarantor of the lease.

 

Granite REIT 2020 Third Quarter Report    35


Table of Contents

Lease Expiration

As at September 30, 2020, Granite’s portfolio had a weighted average lease term by square footage of 5.9 years (December 31, 2019 — 6.5 years) with lease expiries by GLA (in thousands of square feet) and any lease renewals committed adjusted accordingly, lease count and annualized revenue (calculated as rental revenue excluding tenant recoveries, recognized in accordance with IFRS, in September 2020 multiplied by 12 months, in millions) as set out in the table below:

 

Lease Maturity Summary

 

    

Total
GLA

   

Total
Lease
Count

   

Total
Annualized
Revenue $

    Vacancies            2020            2021            2022            2023            2024            2025            2026 and Beyond  
Country   Sq Ft            Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
           Sq Ft     Annualized
Revenue $
 

Canada

    5,891     30     52.2             608     5.6       316     2.9       347     2.9       380     2.3       389     2.6       1,136     8.5       2,715     27.4

Canada-committed

                              (608     (5.6       (201     (2.2                                   253     2.8       314     2.2       242     2.8

Canada — net

    5,891     30     52.2                           115     0.7       347     2.9       380     2.3       642     5.4       1,450     10.7       2,957     30.2

United States

    24,533     54     141.2     402       1,280     8.8       316     1.8       3,843     19.1       3,228     15.0       2,822     15.1       1,310     6.9       11,332     74.5

United States-committed

                              (1,157     (8.2       (316     (1.8                     806     4.5                                   668     5.5

United States — net

    24,533     54     141.2     402       123     0.6                     3,843     19.1       4,034     19.5       2,822     15.1       1,310     6.9       12,000     80.0

Austria

    8,100     11     64.9     100                     389     2.8       802     10.3       125     1.3       5,349     39.5       111     0.7       1,224     10.3

Austria-committed

                                            (389     (2.8                                                               389     2.8

Austria-net

    8,100     11     64.9     100                                   802     10.3       125     1.3       5,349     39.5       111     0.7       1,613     13.1

Germany

    3,504     11     25.7             195     1.4       548     3.8       283     2.3       1,947     14.7                                   531     3.5

Germany-committed

                              (195     (1.4       (309     (2.3                                   309     2.3       195     1.4              

Germany-net

    3,504     11     25.7                           239     1.5       283     2.3       1,947     14.7       309     2.3       195     1.4       531     3.5

Netherlands

    2,649     8     22.8                                                       314     2.3                     628     5.1       1,707     15.4

Europe — Other

    752     8     5.9             133     0.7       337     3.2       101     0.6       90     0.8                                   91     0.6

Total

    45,429     122     312.7     502       2,216     16.5       1,906     14.5       5,376     35.2       6,084     36.4       8,560     57.2       3,185     21.2       17,600     131.7

Total-committed

                              (1,960     (15.2       (1,215     (9.1                     806     4.5       562     5.1       509     3.6       1,299     11.1

As at September 30, 2020

    45,429     122     312.7     502       256     1.3       691     5.4       5,376     35.2       6,890     40.9       9,122     62.3       3,694     24.8       18,899     142.8

% of portfolio as at September 30, 2020:

 

                                       

* by sq ft

    100%           1.1%         0.6%           1.5%           11.8%           15.2%           20.1%           8.1%           41.6%    

* by Annualized Revenue

                    100%                               0.4%                       1.7%                       11.3%                       13.1%                       19.9%                       7.9%                       45.7%  

 

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Table of Contents

Occupancy Roll Forward

The tables below provide a summary of occupancy changes during the three and nine month periods ended September 30, 2020.

 

 

Occupancy Roll Forward for Q3 2020

 

     Three Months Ended September 30, 2020  
(in thousands, sq ft, except as noted)   Canada     USA     Austria     Germany     Netherlands     Europe -
Other
    Total  

Total portfolio size, July 1, 2020

    5,904     24,058     8,101     3,504     1,938     751     44,256

Vacancy, July 1, 2020

          (402                             (402

Occupancy, July 1, 2020

    5,904     23,656     8,101     3,504     1,938     751     43,854

Occupancy %, July 1, 2020

    100.0%       98.3%       100.0%       100.0%       100.0%       100.0%       99.1%  

Acquired occupancy

    346     478                 471           1,295

Completed development (Bleiswijk, Netherlands)

                            239           239

Dispositions

    (359                                   (359

Expiries

    (99     (144     (100                       (343

Renewals

    99     59                             158

New Leases

          85                             85

Occupancy, September 30, 2020

    5,891     24,134     8,001     3,504     2,648     751     44,929

Total portfolio size, September 30, 2020

    5,891     24,536     8,101     3,504     2,648     751     45,431

Occupancy %, September 30, 2020

    100.0%       98.4%       98.8%       100.0%       100.0%       100.0%       98.9%  

 

Occupancy Roll Forward for Q3 2020 YTD

 

 

     Nine Months Ended September 30, 2020  
(in thousands, sq ft, except as noted)   Canada     USA     Austria     Germany     Netherlands     Europe -
Other
    Total  

Total portfolio size, January 1, 2020

    5,904     20,057     8,101     3,504     1,700     751     40,017

Vacancy, January 1, 2020

          (402                             (402

Occupancy, January 1, 2020

    5,904     19,655     8,101     3,504     1,700     751     39,615

Occupancy %, January 1, 2020

    100.0%       98.0%       100.0%       100.0%       100.0%       100.0%       99.0%  

Acquired occupancy

    346     3,968                 709           5,023

Completed developments (Plainfield, Indiana and Bleiswijk, Netherlands)

          511                 239           750

Dispositions

    (359                                   (359

Expiries

    (460     (924     (100                       (1,484

Renewals

    460     839                             1,299

New Leases

          85                             85

Occupancy, September 30, 2020

    5,891     24,134     8,001     3,504     2,648     751     44,929

Total portfolio size, September 30, 2020

    5,891     24,536     8,101     3,504     2,648     751     45,431

Occupancy %, September 30, 2020

    100.0%       98.4%       98.8%       100.0%       100.0%       100.0%       98.9%  

 

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Table of Contents
LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Granite has various sources of available liquidity including cash, cash equivalents and the unused portion of its unsecured credit facility that aggregated to $1,038.7 million as at September 30, 2020 compared to $797.7 million at December 31, 2019, as summarized below:

 

Sources of Available Liquidity

 

 

As at September 30, 2020 and December 31, 2019    2020      2019  

Cash and cash equivalents

  

$

539.7

 

  

$

298.7

 

Unused portion of credit facility

  

 

499.0

  

 

499.0

Available liquidity

  

$

1,038.7

 

  

$

797.7

 

Additional sources of liquidity:

     

Unencumbered assets(1)

  

$

5,338.9

 

  

$

4,457.9

 

 

(1)  

Unencumbered assets represent the carrying value of investment properties (excluding any assets held for sale) that are not encumbered by secured debt. Granite can seek to obtain secured financing against its unencumbered assets subject to certain restrictions and financial covenant limitations in its credit facility, term loan agreements and trust indentures.

The available liquidity is primarily due to net cash proceeds realized from the recent debenture and equity offerings completed in June 2020. Granite intends to use and has partially used the net proceeds of the debenture and equity offerings to fund completed and potential acquisitions of properties, to finance or refinance expenditures associated with Eligible Green Projects (as described in the Granite Green Bond Framework, which is available on Granite’s website), for commitments under existing development projects and for general trust purposes.

Management believes that the Trust’s cash resources, cash flow from operations and available third-party borrowings will be sufficient to finance its operations and capital expenditures program over the next year as well as to pay distributions. Granite expects to fund its ongoing operations and future growth through the use of (i) existing cash and cash equivalents, (ii) cash flow from operating activities, (iii) cash flows from asset sales, (iv) short-term financing available from the credit facility, (v) the issuance of unsecured debentures or equity, subject to market conditions, and/or (vi) if necessary, financing that may be obtained on its unencumbered assets. For information about the impact of COVID-19 on Granite’s liquidity, please see “SIGNIFICANT MATTERS — COVID-19 Pandemic”.

 

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Table of Contents

Cash Flow Components

Components of the Trust’s cash flows were as follows:

 

Cash Flow Components Summary

 

 

      Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
      2020     2019     $ change     2020     2019     $ change  

Cash and cash equivalents, beginning of period

   $ 617.2     $ 496.9       120.3   $ 298.7     $ 658.2       (359.5

Cash provided by operating activities

     66.1     42.8     23.3     185.9     133.3     52.6

Cash used in investing activities

     (96.0     (48.4     (47.6     (576.4     (430.1     (146.3

Cash provided by financing activities

     (43.8     (35.2     (8.6     627.9     104.8     523.1

Effect of exchange rate changes on cash and cash equivalents

     (3.8     (0.7     (3.1     3.6     (10.8     14.4

Cash and cash equivalents, end of period

   $ 539.7     $ 455.4       84.3   $ 539.7     $ 455.4       84.3

Operating Activities

During the three month period ended September 30, 2020, operating activities generated cash of $66.1 million compared to $42.8 million in the prior year period. The increase of $23.3 million was due to various factors including, among others, the following:

 

   

an increase of $16.3 million in net operating income; and

 

   

an increase of $15.7 million from cash provided by working capital changes primarily due to a decrease in accounts receivables, an increase in accounts payable and accrued liabilities and as well as an increase in deferred revenue due to the timing of rent payments, partially offset by;

 

   

an increase of $2.7 million in general and administrative expenses;

 

   

a decrease in interest income of $1.8 million;

 

   

an increase of $1.9 million in leasing commissions paid; and

 

   

an increase of $2.8 million in income taxes paid.

In the nine month period ended September 30, 2020, operating activities generated cash of $185.9 million compared to $133.3 million in the prior year period. The increase of $52.6 million was due to various factors including, among others, the following:

 

   

an increase of $41.1 million in net operating income;

 

   

a decrease in interest paid by $2.4 million due to the timing of interest payments related to debentures; and

 

   

an increase of $14.5 million from cash provided by working capital changes primarily due to a decrease in accounts receivables and an increase in deferred revenue due to the timing of rent payment, partially offset by;

 

   

a decrease in interest income of $6.1 million; and

 

   

an increase of $1.7 million in leasing commissions paid.

 

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Table of Contents

Investing Activities

Investing activities for the three month period ended September 30, 2020 used cash of $96.0 million and primarily related to the following:

 

   

the acquisitions of nine income-producing properties in Canada, the United States and the Netherlands for $114.7 million and related working capital of $7.3 million acquired as part the Tilburg, Netherlands property (see “SIGNIFICANT MATTERS — Property Acquisitions”); and

 

   

investment property expansion and development paid of $7.8 million relating to four properties in Indiana and Texas, United States, as well as Bleiswijk, Netherlands and Altbach, Germany and maintenance and improvement capital expenditures paid of $1.4 million largely relating to capital expenditures at properties in Canada and the United States, partially offset by;

 

   

net proceeds of $35.5 million received from the dispositions of two income-producing properties in Canada for $23.5 million and the receipt of a proceeds receivable related to the disposal of a property in South Carolina in September 2018 of $12.1 million.

Investing activities for the three month period ended September 30, 2019 used cash of $48.4 million and primarily related to the following:

 

   

the acquisitions of two income-producing properties for $51.6 million largely consisting of one property in Born, Netherlands for $25.7 million, one property in Horn Lake, Mississippi for $24.5 million and the associated transaction costs of $1.7 million;

 

   

investment property development and expansion capital expenditures paid of $7.2 million primarily relating to the properties under development in Altbach, Germany, Plainfield, Indiana and Houston, Texas; and

 

   

a $1.3 million advance payment made to acquire an income-producing property located in the state of Georgia. Subsequent to September 30, 2019, Granite acquired the property for total consideration of $62.4 million (US$47.5). These cash outflows are partially offset by;

 

   

net proceeds of $12.6 million received from the disposition of a property in Canada.

Investing activities for the nine months ended September 30, 2020 used cash of $576.4 million and primarily related to the following:

 

   

the acquisitions of seventeen income-producing properties in Canada, the United States and the Netherlands and a parcel of development land in the United States for $565.3 million and related working capital of $7.3 million acquired as part the Tilburg, Netherlands property (see “SIGNIFICANT MATTERS — Property Acquisitions”); and

 

   

investment property expansion and development paid of $33.4 million relating to four properties in Indiana and Texas, United States and as well as Bleiswijk, Netherlands and Altbach, Germany and maintenance and improvement capital expenditures paid of $4.7 million largely relating to capital expenditures at properties in Canada and the United States, partially offset by;

 

   

net proceeds pf $35.5 million received from the dispositions of two income-producing properties in Canada for $23.5 million and the receipt of a proceeds receivable related to the disposal of a property in South Carolina in September 2018 of $12.1 million.

 

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Investing activities for the nine months ended September 30, 2019 used cash of $430.1 million and primarily related to the following:

 

   

the acquisitions of five income-producing properties in the United States and the Netherlands, the leasehold interest in two properties in Canada and a parcel of development land in the United States for $469.3 million consisting of two properties in Texas for $164.2 million, the leasehold interest in two properties in Mississauga, Ontario for $146.7 million, one property in Columbus, Ohio for $71.6 million, one property in Born, Netherlands for $25.7 million, one property in Horn Lake, Mississippi for $24.5 million, one property comprised of development land in Houston, Texas for $33.4 million and the associated transaction costs of $3.2 million;

 

   

investment property development and expansion capital expenditures paid of $11.9 million relating to properties under development in Altbach, Germany, Plainfield, Indiana and Houston, Texas and the completed expansion at the property near Columbus, Ohio, and maintenance and improvement capital expenditures paid of $2.6 million largely relating to improvement projects at a property in Novi, Michigan, a multi-tenanted property in Olive Branch, Mississippi and a property located in the Netherlands; and

 

   

a $1.3 million advance payment to acquire an income-producing property located in the state of Georgia as noted above. These cash outflows are partially offset by;

 

   

net proceeds of $38.2 million received from the dispositions of seven properties in Canada and the United States; and

 

   

the receipt of a $16.8 million vendor take-back mortgage relating to the sale of four properties in Iowa in February 2019.

Financing Activities

Cash used by financing activities for the three month period ended September 30, 2020 of $43.8 million largely comprised distribution payments of $42.0 million and $1.0 million of deferred financing costs paid in connection with the insurance of the 2027 Debentures.

Cash used by financing activities for the three month period ended September 30, 2019 of $35.2 million comprised $34.6 million of distribution payments and $0.7 million related to the payment of lease obligations.

Cash provided by financing activities for the nine month period ended September 30, 2020 of $627.9 million largely comprised $496.9 million of proceeds from the June 2020 debenture offering, net of issuance costs and $276.9 million of proceeds from the June 2020 stapled unit offering, net of issuance costs, partially offset by $120.1 million of distribution payments and $25.0 million relating to the repurchase of stapled units under the normal course issuer bid.

Cash provided by financing activities for the nine months ended September 30, 2019 of $104.8 million comprised $220.4 million of proceeds from the stapled unit offering completed in April 2019, net of issuance costs, partially offset by $100.2 million of monthly distribution payments, $13.7 million relating to a special distribution payment and $1.5 million relating to the payment of lease obligations.

 

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Debt Structure

Granite’s debt structure and key debt metrics as at September 30, 2020 and December 31, 2019 were as follows:

 

 

Summary Debt Structure and Debt Metrics

 

As at September 30, 2020 and December 31, 2019           2020      2019  

Unsecured debt, net

       $ 1,691.3      $ 1,187.0  

Cross currency interest rate swaps, net

         89.5        30.3  

Lease obligations

           34.0        33.0  

Total debt

          [A]              $ 1,814.8      $ 1,250.3  

Less: cash and cash equivalents

           539.7        298.7  

Net debt

  [B]      $ 1,275.1      $ 951.6  

Investment properties, all unencumbered by secured debt

  [C]      $ 5,338.9      $ 4,457.9  

Trailing 12-month adjusted EBITDA(1)

  [D]      $ 249.6      $ 204.4  

Interest expense

       $ 32.0      $ 29.9  

Interest income

           (3.5      (9.6

Trailing 12-month interest expense, net

  [E]      $ 28.5      $ 20.3  

Debt metrics

         

Leverage ratio(1)

  [A]/[C]        34%        28%  

Net leverage ratio(1)

  [B]/[C]        24%        21%  

Interest coverage ratio(1)

  [D]/[E]        8.8x        10.1x  

Unencumbered asset coverage ratio(1)

  [C]/[A]        2.9x        3.6x  

Indebtedness ratio(1)

  [A]/[D]        7.3x        6.1x  

Weighted average cost of debt(2)

         2.16%        1.83%  

Weighted average debt term-to-maturity, in years(2)

         4.5        4.4  

Ratings and outlook

         

DBRS

         BBB stable        BBB stable  

Moody’s

           Baa2 stable        Baa2 stable  

 

(1)  

Represents a non-IFRS measure. For definitions of Granite’s non-IFRS measures, refer to the section “NON-IFRS PERFORMANCE MEASURES”.

(2)  

Excludes lease obligations noted above.

Unsecured Debt and Cross Currency Interest Rate Swaps

2027 Debentures and Cross Currency Interest Rate Swap

On June 4, 2020, Granite REIT Holdings Limited Partnership (“Granite LP”) issued $500.0 million aggregate principal amount of 3.062% Series 4 senior debentures due June 4, 2027 (the “2027 Debentures”). Interest on the 2027 Debentures is payable semi-annually in arrears on June 4 and December 4 of each year. At September 30, 2020, all of the 2027 Debentures remained outstanding and the balance, net of deferred financing costs, was $497.0 million.

On June 4, 2020, Granite entered into a cross currency interest rate swap (the “2027 Cross Currency Interest Rate Swap”) to exchange the $500.0 million proceeds and the 3.062% semi-annual interest payments from the 2027 Debentures for US$370.3 million and US dollar denominated interest payments at a 2.964% fixed interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of US$370.3 million in exchange for which it will receive $500.0 million on June 4, 2027. As at September 30, 2020, the fair value of the cross currency interest rate swap was a net financial liability of $3.6 million.

 

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2026 Term Loan and Cross Currency Interest Rate Swap

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. At September 30, 2020, the full $300.0 million remained outstanding and the balance, net of deferred financing costs and debt modification losses, was $299.5 million.

On December 12, 2018, Granite entered into a cross currency interest rate swap to exchange the CDOR plus margin 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 previously existing cross currency interest rate swap was settled for $6.8 million and a new cross currency interest rate swap was entered into. The new 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. As at September 30, 2020, the fair value of the cross currency interest rate swap was a net financial liability of $25.1 million.

2024 Term Loan and Cross Currency Interest Rate Swap

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. At September 30, 2020, the full US$185.0 million remained outstanding and the balance, net of deferred financing costs and debt modification losses, was $245.9 million.

On December 19, 2018, Granite entered into a cross currency interest rate swap to exchange the LIBOR plus margin interest payments from the term loan that originally matured in 2022 for Euro denominated payments at a 1.225% fixed interest rate. On September 24, 2019, in conjunction with the term loan refinancing, the Trust entered 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 terms of the 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. As at September 30, 2020, the fair value of the cross currency interest rate swap was a net financial liability of $14.8 million.

2023 Debentures and Cross Currency Interest Rate Swap

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”). Interest on the 2023 Debentures is payable semi-annually in arrears on May 30 and November 30 of each year. At September 30, 2020, all of the 2023 Debentures remained outstanding and the balance, net of deferred financing costs, was $399.0 million.

 

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On December 20, 2016, Granite entered into a cross currency interest rate swap to exchange the 3.873% interest payments from the 2023 Debentures for Euro denominated payments at a 2.43% fixed interest rate. 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. As at September 30, 2020, the fair value of the cross currency interest rate swap was a net financial liability of $35.6 million.

2021 Debentures and Cross Currency Interest Rate Swap

In July 2014, Granite LP issued $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. At September 30, 2020, all of the 2021 Debentures remained outstanding and the balance, net of deferred financing costs, was $249.8 million.

In July 2014, Granite entered into a cross currency interest rate swap to exchange the 3.788% interest payments from the 2021 Debentures for Euro denominated payments at a 2.68% fixed interest rate. 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. As at September 30, 2020, the fair value of the cross currency interest rate swap was a net financial liability of $17.6 million.

The 2021 Debentures, 2023 Debentures, 2027 Debentures, 2024 Term Loan and 2026 Term Loan rank pari passu with all of the Trust’s other existing and future senior unsecured indebtedness and are guaranteed by Granite REIT and Granite GP. The fair values of the cross currency interest rate swaps are dependent upon a number of assumptions including the Euro exchange rate against the Canadian or US dollars, the US dollar exchange rate against the Canadian dollar and the Euro, Canadian and US government benchmark interest rates.

Credit Facility

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 662/3% 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. Interest on drawn amounts is calculated based on an applicable margin determined by reference to the external credit rating of Granite REIT and Granite GP, as is a commitment fee in respect of undrawn amounts. As at September 30, 2020, the Trust had no amounts drawn from the credit facility and $1.0 million in letters of credit issued against the facility.

Debt Metrics and Financial Covenants

Granite uses the debt metrics noted above to assess its borrowing capacity and the ability to meet its current and future financing obligations. At September 30, 2020, there were no significant changes in the debt ratios other than the increase in the leverage ratio and indebtedness ratio arising from the debenture issuance completed on June 4, 2020. The debt ratios remain relatively favourable and provide financial flexibility for future growth.

Granite’s unsecured debentures, term loans and credit facility agreements contain financial and non-financial covenants that include maintaining certain leverage and debt service ratios. As at September 30, 2020, Granite was in compliance with all of these covenants.

 

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Credit Ratings

On issuance of the 2027 Debentures, Moody’s Investors Service, Inc. (“Moody’s”) assigned a credit rating of Baa2 with a stable outlook and DBRS assigned a credit rating of BBB with a stable trend to the 2027 Debentures. On March 13, 2020, Moody’s confirmed its credit rating on the 2021 Debentures and the 2023 Debentures of Baa2 with a stable outlook. On April 2, 2020, DBRS confirmed the BBB rating on the 2021 and the 2023 Debentures with a stable trend. Credit ratings are intended to provide investors with an independent measure of credit quality of an issue of securities. A rating accorded to any security is not a recommendation to buy, sell or hold such securities and may be subject to revision or withdrawal at any time by the rating organization which granted such ratings.

Unitholders’ Equity

Outstanding Stapled Units

As at November 4, 2020, the Trust had 57,847,189 stapled units issued and outstanding.

As at November 4, 2020, the Trust had 75,797 restricted stapled units (representing the right to receive 75,797 stapled units) and 57,501 performance stapled units (representing the right to receive a maximum of 115,002 stapled units) outstanding under the Trust’s Executive Deferred Stapled Unit Plan. The Executive Deferred Stapled Unit Plan is designed to provide equity-based compensation to employees of Granite who are, by the nature of their position or job, in a position to contribute to the success of Granite.

Distributions

On November 4, 2020, the Trust increased its targeted annualized distribution by 3.4% to $3.00 ($0.25 cents per month) per stapled unit from $2.90 per stapled unit to be effective upon the declaration of the distribution in respect of the month of December 2020 and payable in mid-January 2021.

Granite REIT’s monthly distribution to unitholders is currently 24.2 cents per stapled unit. For 2020, based on this current monthly rate, Granite expects to make total annual distributions of $2.90 per stapled unit. Monthly distributions declared to stapled unitholders in the three month periods ended September 30, 2020 and 2019 were $42.0 million or 72.6 cents per stapled unit and $34.6 million or 69.9 cents per stapled unit, respectively. Total distributions declared to stapled unitholders in the nine month periods ended September 30, 2020 and 2019 were $121.1 million or $2.18 per stapled unit and $101.1 million or $2.10 per stapled unit, respectively.

On October 16, 2020, distributions of $14.0 million or 24.2 cents per stapled unit were declared and will be paid on November 16, 2020.

Pursuant to the requirement of National Policy 41-201, Income Trusts and Other Indirect Offerings (“NP 41-201”), the following table outlines the differences between cash flow from operating activities and cash distributions as well as the differences between net income and cash distributions, in accordance with the guidelines under NP 41-201.

 

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Cash Flows from Operating Activities in Excess of Distributions Paid and Payable

 

      Three Months Ended
September 30,
            Nine Months Ended
September 30,
 
      2020     2019             2020     2019  

Net income

   $ 105.2     $ 114.6              $ 262.3   $ 291.6  

Cash flows provided by operating activities

     66.1       42.8          185.9       133.3  

Monthly cash distributions paid and payable

     (42.0     (34.6              (121.1     (101.1

Cash flows from operating activities in excess (shortfall) of distributions paid and payable

   $ 24.1     $ 8.2              $ 64.8     $ 32.2  

Monthly distributions for the three and nine month periods ended September 30, 2020 and 2019 were funded with cash flows from operating activities.

Net income prepared in accordance with IFRS recognizes revenue and expenses at time intervals that do not necessarily match the receipt or payment of cash. Therefore, when establishing cash distributions to unitholders, consideration is given to factors such as FFO, AFFO, cash generated from and required for operating activities and forward-looking cash flow information, including forecasts and budgets. Management does not expect current or potential future commitments to replace or maintain its investment properties to adversely affect cash distributions.

Normal Course Issuer Bid

On May 19, 2020, 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 5,344,576 of Granite’s issued and outstanding stapled units. The NCIB commenced on May 21, 2020 and will conclude on the earlier of the date on which purchases under the bid have been completed and May 20, 2021. Pursuant to the policies of the TSX, daily purchases made by Granite through the TSX may not exceed 58,842 stapled units, subject to certain exceptions. Granite had 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 21, 2019 to May 20, 2020.

During the nine month period ended September 30, 2020, Granite repurchased 490,952 stapled units for total consideration of $25.0 million at an average stapled unit cost of $50.95 per unit, significantly below its net asset value. During the nine months ended September 30, 2019, Granite purchased 700 stapled units for consideration of less than $0.1 million, representing an average purchase price of $52.96 per unit.

 

COMMITMENTS, CONTRACTUAL OBLIGATIONS, CONTINGENCIES AND OFF-BALANCE SHEET ARRANGEMENTS

The Trust is subject to various legal proceedings and claims that arise in the ordinary course of business. Management believes that the final outcome of such matters will not have a material adverse effect on the financial position, results of operations or liquidity of the Trust. However, actual outcomes may differ from management’s expectations.

 

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Off-balance sheet arrangements consist of outstanding letters of credit to support certain contractual obligations, property purchase commitments, construction and development project commitments and certain operating agreements. At September 30, 2020, the Trust’s contractual commitments totaled $65.9 million and comprised of construction and development projects of $54.3 million, and the remaining construction costs of $11.8 million (7.6 million) associated with the property in Tilburg, Netherlands acquired in July 2020. Granite expects to fund these commitments over the next year through the use of cash on hand, cash from operations and/or Granite’s credit facility.

For further discussion of commitments, contractual obligations, contingencies and off-balance sheet arrangements, refer to notes 8, 10 and 18 to the unaudited condensed combined financial statements for the three and nine month periods ended September 30, 2020.

 

NON-IFRS PERFORMANCE MEASURES

Funds from operations

FFO is a non-IFRS performance measure that is widely used by the real estate industry in evaluating the operating performance of real estate entities. Granite calculates FFO as net income attributable to stapled unitholders excluding fair value gains (losses) on investment properties and financial instruments, gains (losses) on sale of investment properties including the associated current income tax, deferred income taxes and certain other items, net of non-controlling interests in such items. The Trust’s determination of FFO follows the definition prescribed by the Real Estate Property Association of Canada (“REALPAC”) White Paper on Funds From Operations & Adjusted Funds From Operations for IFRS dated February 2019 and as subsequently amended (“White Paper”). Granite considers FFO to be a meaningful supplemental measure that can be used to determine the Trust’s ability to service debt, fund capital expenditures and provide distributions to stapled unitholders. FFO is reconciled to net income, which is the most directly comparable IFRS measure (see “RESULTS OF OPERATIONS — Funds From Operations and Adjusted Funds From Operations”). FFO should not be construed as an alternative to net income or cash flow generated from operating activities determined in accordance with IFRS.

Adjusted funds from operations

AFFO is a non-IFRS performance measure that is widely used by the real estate industry in evaluating the recurring economic earnings performance of real estate entities after considering certain costs associated with sustaining such earnings. Granite calculates AFFO as net income attributable to stapled unitholders including all adjustments used to calculate FFO and further adjusts for actual maintenance capital expenditures that are required to sustain Granite’s productive capacity, leasing costs such as leasing commissions and tenant allowances incurred and non-cash straight-line rent and tenant incentive amortization, net of non-controlling interests in such items. The Trust’s determination of AFFO follows the definition prescribed by REALPAC’s White Paper. Granite considers AFFO to be a meaningful supplemental measure that can be used to determine the Trust’s ability to service debt, fund expansion capital expenditures, fund property development and provide distributions to stapled unitholders after considering costs associated with sustaining operating earnings. AFFO is also reconciled to net income, which is the most directly comparable IFRS measure (see “RESULTS OF OPERATIONS — Funds From Operations and Adjusted Funds From Operations”). AFFO should not be construed as an alternative to net income or cash flow generated from operating activities determined in accordance with IFRS.

 

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FFO and AFFO payout ratios

The FFO and AFFO payout ratios are calculated as monthly distributions, which exclude the special distribution, declared to unitholders divided by FFO and AFFO, respectively, in a period. FFO payout ratio and AFFO payout ratio may exclude revenue or expenses incurred during a period that can be a source of variance between periods. The FFO payout ratio and AFFO payout ratio are supplemental measures widely used by analysts and investors in evaluating the sustainability of the Trust’s monthly distributions to stapled unitholders.

 

FFO and AFFO Payout Ratios

 

            Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
            2020      2019      2020      2019  

(in millions, except as noted)

              

Monthly distributions declared to unitholders

   [A]    $ 42.0      $ 34.6      $ 121.1      $ 101.1  

FFO

        55.5        45.8        165.8        129.6  

Add (deduct):

              

Lease termination and close-out fees

                               (0.9

FFO adjusted for the above

   [B]    $ 55.5      $ 45.8      $ 165.8      $ 128.7  

AFFO

        52.7        44.4        158.8        126.5  

Add (deduct):

              

Lease termination and close-out fees

                               (0.9

AFFO adjusted for the above

   [C]    $ 52.7      $ 44.4      $ 158.8      $ 125.6  

FFO payout ratio

   [A]/[B]      76%        76%        73%        79%  

AFFO payout ratio

   [A]/[C]      80%        78%        76%        80%  

Net operating income — cash basis

Granite uses NOI on a cash basis, which adjusts NOI to exclude lease termination and close-out fees, and the non-cash impact from straight-line rent and tenant incentive amortization recognized during the period (see “RESULTS OF OPERATIONS — Net Operating Income”). NOI — cash basis is a commonly used measure by the real estate industry and Granite believes it is a useful supplementary measure of the income generated by and operating performance of income-producing properties in addition to the most comparable IFRS measure, which Granite believes is NOI. NOI — cash basis is also a key input in Granite’s determination of the fair value of its investment property portfolio.

Same property net operating income — cash basis

Same property NOI — cash basis refers to the NOI — cash basis for those properties owned by Granite throughout the entire current and prior year periods under comparison. Same property NOI — cash basis excludes properties that were acquired, disposed of, classified as properties under or held for development or assets held for sale during the periods under comparison (see “RESULTS OF OPERATIONS — Net Operating Income”). Granite believes that same property NOI — cash basis is a useful supplementary measure in understanding period-over-period organic changes in NOI — cash basis from the same stock of properties owned.

 

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Adjusted earnings before interest, income taxes, depreciation and amortization (“Adjusted EBITDA”)

Adjusted EBITDA is calculated as net income before lease termination and close-out fees, interest expense, interest income, income tax expense, depreciation and amortization expense, fair value gains (losses) on investment properties and financial instruments, other expense relating to real estate transfer tax and loss on the sale of investment properties. Adjusted EBITDA represents an operating cash flow measure that Granite uses in calculating the interest coverage ratio and indebtedness ratio noted below. Adjusted EBITDA is also defined in Granite’s debt agreements and used in calculating the Trust’s debt covenants.

 

Adjusted EBITDA Reconciliation

 

For the 12-months ended September 30, 2020 and December 31,  2019    2020        2019  

Net income

   $ 352.9      $ 382.3  

Add (deduct):

       

Lease termination and close-out fees

              (0.9

Interest expense and other financing costs

     32.0          29.9  

Interest income

     (3.5        (9.6

Income tax expense

     39.8          42.7  

Depreciation and amortization

     1.0          0.9  

Fair value gains on investment properties, net

     (180.2        (245.4

Fair value (gains) losses on financial instruments

     3.7        (1.2

Loss on sale of investment properties

     1.2        3.0

Other expense

     2.7        2.7  

Adjusted EBITDA

   $ 249.6        $ 204.4  

Interest coverage ratio

The interest coverage ratio is calculated on a 12-month trailing basis using Adjusted EBITDA divided by net interest expense. Granite believes the interest coverage ratio is useful in evaluating the Trust’s ability to meet its interest expense obligations (see “LIQUIDITY AND CAPITAL RESOURCES — Debt Structure”).

Indebtedness ratio

The indebtedness ratio is calculated as total debt divided by Adjusted EBITDA and Granite believes it is useful in evaluating the Trust’s ability to repay outstanding debt using its operating cash flows (see “LIQUIDITY AND CAPITAL RESOURCES — Debt Structure”).

Leverage and net leverage ratios

The leverage ratio is calculated as the carrying value of total debt divided by the fair value of investment properties while the net leverage ratio subtracts cash and cash equivalents from total debt. The leverage ratio and net leverage ratio are supplemental measures that Granite believes are useful in evaluating the Trust’s degree of financial leverage, borrowing capacity and the relative strength of its balance sheet (see “LIQUIDITY AND CAPITAL RESOURCES — Debt Structure”).

 

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Unencumbered asset coverage ratio

The unencumbered asset coverage ratio is calculated as the carrying value of investment properties (excluding assets held for sale) that are not encumbered by secured debt divided by the carrying value of total unsecured debt and is a supplemental measure that Granite believes is useful in evaluating the Trust’s degree of asset coverage provided by its unencumbered investment properties to total unsecured debt (see “LIQUIDITY AND CAPITAL RESOURCES — Debt Structure”).

 

SIGNIFICANT ACCOUNTING ESTIMATES

The preparation of financial statements in conformity with IFRS requires management to apply judgment and make estimates that affect the amounts reported and disclosed in the combined financial statements. Management bases estimates on historical experience and various other assumptions that are believed to be reasonable in the circumstances, the results of which form the basis for making judgments about the values of assets and liabilities. On an ongoing basis, management evaluates its estimates. However, actual results could differ from those estimates.

The Trust’s significant accounting policies that involve the most judgment and estimates are as follows:

Judgments

Leases

The Trust’s policy for revenue recognition is described in note 2(k) of the audited combined financial statements for the year ended December 31, 2019. The Trust makes judgments in determining whether certain leases are operating or finance leases, in particular tenant leases with long contractual terms and leases where the property is a large square-footage and/or architecturally specialized.

Investment properties

The Trust’s policy relating to investment properties is described in note 2(d) of the audited combined financial statements for the year ended December 31, 2019. 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 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.

Income taxes

The Trust applies judgment in determining whether it will continue to qualify as a REIT for both Canadian and United States tax purposes for the foreseeable future. However, should it at some point no longer qualify, the Trust would be subject to income tax which could materially affect future distributions to unitholders and would also be required to recognize additional current and/or deferred income taxes.

Estimates and Assumptions

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

 

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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 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 used during the three and nine month periods ended September 30, 2020. 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 the “Investment Properties” section and note 4 of the unaudited condensed combined financial statements for the three and nine month periods ended September 30, 2020 for further information on the estimates and assumptions made by management in connection with the fair values of investment properties.

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, it is determined using valuation techniques including the discounted cash flow model. 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.

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, 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.

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 estimates 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.

 

NEW ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS

The accounting policies adopted in the preparation of the accompanying condensed combined financial statements for the three and nine month periods ended September 30, 2020 are consistent with those followed in the preparation of the Trust’s annual combined financial statements for the year ended December 31, 2019.

 

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Future Accounting Policy Changes

New accounting standards issued but not yet adopted in the condensed combined financial statements for the three and nine month periods ended September 30, 2020 are described below.

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 ( the “Decision”) and whether the useful life of any non-removable leasehold improvements is limited to the lease term of the related lease. As of September 30, 2020, the Trust completed the impact assessment and determined that there is no material impact from the adoption of this interpretation on its combined financial statements.

 

INTERNAL CONTROLS OVER FINANCIAL REPORTING

During the third quarter of 2020, there were no changes in the Trust’s internal controls over financial reporting that had materially affected or are reasonably likely to materially affect the internal controls over financial reporting. As a result of COVID-19, all of Granite’s employees began working remotely in March 2020 and most employees continue to work remotely. These changes to the working environment did not have a material effect on Granite’s internal controls over financial reporting during the most recent quarter.

 

RISKS AND UNCERTAINTIES

Investing in the Trust’s stapled units involves a high degree of risk. There are a number of risk factors that could have a material adverse effect on Granite’s business, financial condition, operating results and prospects. These risks and uncertainties are discussed in Granite’s AIF filed with securities regulators in Canada and available online at www.sedar.com and Annual Report on Form 40-F filed with the SEC and available online on EDGAR at www.sec.gov, each in respect of the year ended December 31, 2019, and remain substantially unchanged in respect of the three and nine month periods ended September 30, 2020 except for the following addition:

COVID-19 Pandemic

On March 11, 2020, the World Health Organization declared COVID-19 a global pandemic. The transmission of COVID-19 and efforts to contain its spread have resulted in international, national and local border closings; travel restrictions; significant disruptions to business operations, supply chains and customer activity and demand; cancellations, reductions and other changes to services; and quarantines; as well as considerable general concern and uncertainty.

The economic downturn resulting from the COVID-19 pandemic and government measures to contain it may materially adversely impact Granite’s operations and financial performance. Such impacts may include: reductions in tenants’ ability to pay rent in full or at all; reductions in demand for tenants’ products or services; temporary or long-term suspension of development projects; temporary or long-term labour shortages or disruptions; further disruptions to local and global supply chains; increased risks to Granite’s information technology systems and internal control systems as a result of the need to increase remote work arrangements; and continued or further deterioration of worldwide credit and financial markets that could limit Granite’s ability to obtain external financing to fund operations and capital expenditures, or result in losses on Granite’s holdings of cash and investments due to failures of financial institutions and other parties.

 

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Granite has already taken and will continue to take actions to mitigate the effects of COVID-19, while considering the interests of its employees, tenants, suppliers and other stakeholders. Management has implemented appropriate procedures aimed at ensuring Granite is conducting business in a safe and effective manner, including work-from-home protocols for Granite’s employees, and Granite is working diligently with its service providers to remain operational during this pandemic.

Granite remains in active dialogue with tenants, especially those more significantly affected by COVID-19 disruptions and has implemented enhanced monitoring of their operational and financial metrics. Granite also continues to assess and attempts to mitigate the risk of temporary or longer-term labour shortages or interruptions, and disruptions in local and global supply chains, including the potential impact of these on Granite’s ongoing development projects.

Granite’s response to the COVID-19 pandemic is guided by local public health authorities and governments in each of its markets. Granite continues to closely monitor business operations and may take further actions that respond to directives of governments and public health authorities or that are in the best interests of employees, tenants, suppliers or other stakeholders, as necessary. These changes and any additional changes in operations in response to COVID-19 could materially impact the financial results of Granite.

The spread of COVID-19 has caused an economic slowdown and increased volatility in financial markets. Governments and central banks across the globe have responded with monetary and fiscal interventions intended to stabilize economic conditions. However, it is not currently known how these interventions will impact debt and equity markets or the economy generally. Although the ultimate impact of COVID-19 on the global economy and its duration remains uncertain, disruptions caused by COVID-19 may materially adversely affect Granite’s performance. Uncertain economic conditions resulting from the COVID-19 outbreak may, in the long term, materially adversely impact Granite’s tenants and/or the debt and equity markets, either of which could materially adversely affect Granite’s operations and financial performance.

 

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QUARTERLY FINANCIAL DATA (UNAUDITED)

 

(in millions, except as noted)   Q3’20     Q2’20     Q1’20     Q4’19     Q3’19     Q2’19     Q1’19     Q4’18  

Operating highlights(1)(2)

               

Revenue

  $ 87.9     $ 81.0     $ 78.1     $ 73.6     $ 68.8     $ 67.9     $ 63.4     $ 59.9  

NOI — cash basis(1)

  $ 74.5     $ 71.0     $ 67.8     $ 63.8     $ 60.3     $ 58.3     $ 55.1     $ 52.9  

Fair value gain on investment properties, net

  $ 62.1     $ 34.5     $ 36.0     $ 47.5     $ 78.2     $ 69.6     $ 50.1     $ 52.9  

Net income attributable to stapled unitholders

  $ 105.2     $ 75.7     $ 81.3     $ 90.6     $ 114.5     $ 98.7     $ 78.3     $ 85.9  

Cash provided by operating activities

  $ 66.1     $ 0.1     $ 54.6     $ 50.1     $ 42.8     $ 50.1     $ 40.4     $ 34.7  

FFO(1)

  $ 55.5     $ 53.5     $ 56.8     $ 47.9     $ 45.8     $ 43.1     $ 40.7     $ 40.9  

AFFO(1)(3)

  $ 52.7     $ 51.3     $ 55.6     $ 46.2     $ 44.4     $ 42.3     $ 39.8     $ 38.6  

FFO payout ratio(1)

    76%       75%       69%       80%       76%       81%       79%       77%  

AFFO payout ratio(1)(3)

    80%       78%       70%       83%       78%       83%       81%       81%  

Per unit amounts

               

Diluted FFO(1)

  $ 0.96     $ 0.97     $ 1.05     $ 0.91     $ 0.93     $ 0.89     $ 0.89     $ 0.90  

Diluted AFFO(1)(3)

  $ 0.91     $ 0.93     $ 1.03     $ 0.88     $ 0.90     $ 0.88     $ 0.87     $ 0.84  

Monthly distributions paid

  $ 0.73     $ 0.73     $ 0.73     $ 0.70     $ 0.70     $ 0.70     $ 0.70     $ 0.68  

Special distribution paid

                                      $ 0.30        

Diluted weighted average number of units

    57.9       54.9       54.1       52.6       49.5       48.3       45.7       45.7  

Financial highlights

               

Investment properties(4)

  $ 5,338.9     $ 5,097.3     $ 4,810.0     $ 4,457.9     $ 3,938.3     $ 3,799.1     $ 3,532.8     $ 3,425.0  

Assets held for sale

                          $ 48.3     $ 50.5     $ 38.7     $ 44.2  

Cash and cash equivalents

  $ 539.7     $ 617.2     $ 242.1     $ 298.7     $ 455.4     $ 496.9     $ 501.0     $ 658.2  

Total debt(5)

  $ 1,814.8     $ 1,800.5     $ 1,309.8     $ 1,250.3     $ 1,253.2     $ 1,285.6     $ 1,261.6     $ 1,303.2  

Total capital expenditures incurred

  $ 2.2     $ 6.2     $ 3.4     $ 1.0     $ 1.5     $ 0.6     $ 3.9     $ 16.5  

Total leasing costs incurred

  $ 1.2     $ 2.0           $ 0.8     $ 0.2     $ 0.4     $ 0.2     $ 0.6  

Property metrics(4)

               

Number of income-producing properties

    102     94     85     85     80     79     77     80

GLA, square feet

    45.4     44.3     40.0     40.0     34.9     34.5     32.8     32.2

Occupancy, by GLA

    98.9%       99.1%       99.0%       99.0%       99.7%       98.9%       98.8%       99.1%  

Weighted average lease term, years

    5.9     6.1     6.3     6.5     6.0     6.0     6.1     6.0

 

(1)  

For definitions of Granite’s non-IFRS measures, refer to the section “NON-IFRS PERFORMANCE MEASURES”.

(2)  

The quarterly financial data reflects fluctuations in revenue, FFO, AFFO, investment properties and total debt primarily from the timing of leasing and development activities, property sales, acquisitions and foreign exchange. Investment properties also fluctuate from the effect of measuring properties at fair value under IFRS. Net income attributable to unitholders primarily fluctuates from fair value gains/losses on investment properties. Explanations for specific changes in the quarterly financial data table above are as follows:

   

Q3’20 — Fair value gains on investment properties of $62.1 million were largely attributable to favourable changes in leasing assumptions associated with fair market rent increases as well as compression in discount and terminal capitalization rates for properties located in the GTA, Canada and across the United States as well as compression in discount and terminal capitalization rates for certain of the Trust’s modern warehouse properties in Germany and the Netherlands.

   

Q2’20 — Fair value gains on investment properties of $34.5 million were largely attributable to (i) the favourable changes in leasing assumptions associated with fair market rent increases for properties located in Canada and (ii) the increase in fair value of the recently developed property in Plainfield, Indiana as a result of executing a full building 10-year lease with a new tenant, marginally offset by an increase in discount rates for certain properties located in Austria due to market conditions and the nature of the tenants and properties in this jurisdiction.

 

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Q1’20 — Fair value gains on investment properties of $36.0 million were attributable to various factors including an increase in fair value for the recently acquired property in Dallas, Texas as a result of market confirmation of capitalization rates favourable to initial acquisition metrics of the forward purchase for this modern e-commerce facility, partially offset by an increase in discount rates for properties located in Austria and Germany due to market conditions and the nature of the properties across these jurisdictions.

   

Q4’19 — Net income attributable to unitholders, cash provided by operating activities and FFO included a net $2.0 million ($0.04 per unit) real estate transfer tax ($2.7 million) and related tax recovery ($0.7 million) which resulted from an internal reorganization.

   

Q3’19 — Fair value gains on investment properties of $78.2 million were largely attributable to (i) a compression in discount or terminal capitalization rates for certain properties primarily located in Canada and the United States and, to a lesser extent, in Europe, which resulted from the continued market demand for industrial real estate and (ii) the favourable changes in leasing assumptions associated with fair market rent increases for certain properties located in North America.

   

Q2’19 — Revenue, net income attributable to unitholders, cash provided by operating activities and FFO included a $0.6 million lease termination and close-out fee in revenue in connection with a tenant having vacated a property. FFO used to calculate FFO payout ratio and AFFO payout ratio excludes the $0.6 million lease termination and close-out fee as this revenue can be a source of variance between periods.

   

Q1’19 — Revenue, net income attributable to unitholders, cash provided by operating activities and FFO included $0.3 million of lease termination and close-out fee in revenue in connection with a tenant having vacated a property. FFO used to calculate FFO payout ratio and AFFO payout ratio excludes the $0.3 million lease termination and close-out fee as this revenue can be a source of variance between periods.

   

Q4’18 — Fair value gains on investment properties of $52.9 million were largely attributable to a compression in discount and terminal capitalization rates for properties located in Canada, the United States and the Netherlands that resulted from a greater market demand for industrial real estate properties and, to a lesser extent, the increase in fair value to the expected sale price for the multi-purpose properties sold in 2019 and the positive changes in leasing assumptions associated with new leases and lease renewals.

(3)  

In the current year periods AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances incurred whereas in prior year periods AFFO was calculated by deducting maintenance or improvement capital expenditures, leasing commissions and tenant allowances paid. The AFFO metrics in the comparative periods have been updated to conform to the current year’s presentation. AFFO as well as basic and diluted AFFO per unit for the three months ended September 30, 2019 were previously reported as $44.6 million and $0.90 per unit, respectively. AFFO as well as basic and diluted AFFO per unit for the nine months ended September 30, 2019 were previously reported as $126.2 million and $2.64 per unit, respectively. Both methods of calculation are in accordance with the REALPAC White Paper (see “NON-IFRS PERFORMANCE MEASURES”). AFFO for the three and nine month periods ended September 30, 2020 have been adjusted to exclude leasing commissions incurred on the lease-up of new development properties in accordance with the REALPAC White Paper (see “NON-IFRS PERFORMANCE MEASURES”). Leasing commissions incurred in the three month periods ended September 30, 2020 exclude $0.5 million of leasing commissions incurred on the lease-up of a recently acquired property in Groveport, Ohio. Leasing commissions incurred in the nine month period ended September 30, 2020 exclude $1.9 million of leasing commissions incurred on the lease-up of a recently completed development property in Plainfield, Indiana in the second quarter of 2020.

(4)  

Excludes properties held for sale which are classified as assets held for sale on the combined balance sheet as at the respective quarter-end.

(5)  

Total debt includes lease obligations recognized under IFRS 16, Leases.

 

FORWARD-LOOKING STATEMENTS

This MD&A may contain statements that, to the extent they are not recitations of historical fact, constitute “forward-looking statements” or “forward-looking information” within the meaning of applicable securities legislation, including the United States Securities Act of 1933, as amended, the United States Securities Exchange Act of 1934, as amended, and applicable Canadian securities legislation. Forward-looking statements and forward-looking information may include, among others, statements regarding Granite’s future plans, goals, strategies, intentions, beliefs, estimates, costs, objectives, capital structure, cost of capital, tenant base, tax consequences, economic performance or expectations, or the assumptions underlying any of the foregoing. Words such as “outlook”, “may”, “would”, “could”, “should”, “will”, “likely”, “expect”, “anticipate”, “believe”, “intend”, “plan”, “forecast”, “project”, “estimate”, “seek” and similar expressions are used to identify forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information should not be read as guarantees of future events, performance or results and will not necessarily be accurate indications of whether or the times at or by which such future performance will be achieved. Undue reliance should not

 

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be placed on such statements. There can also be no assurance that: Granite’s expectations regarding the impact of the COVID-19 pandemic and government measures to contain it, including with respect to Granite’s ability to weather the impact of COVID-19, the effectiveness of measures intended to mitigate such impact, and Granite’s ability to deliver cash flow stability and growth and create long-term value for unitholders; the expansion and diversification of Granite’s real estate portfolio and the reduction in Granite’s exposure to Magna and the special purpose properties; the ability of Granite to accelerate growth and to grow its net asset value and FFO and AFFO per unit; the ability of Granite to find and integrate satisfactory acquisition, joint venture and development opportunities and to strategically deploy the proceeds from recently sold properties and financing initiatives; Granite’s intended use of the net proceeds of its equity and debenture offerings to fund potential acquisitions and for the other purposes described previously; the anticipated closing of Granite’s acquisition of the 8500 Tatum Road property in Atlanta, Georgia; the potential for expansion and rental growth at the properties in Mississauga, Ontario and Ajax, Ontario and the expected enhancement to the yields of such properties from such potential expansion and rental growth; the expected construction on and development yield of the acquired greenfield site in Houston, Texas; the expected development and construction of an e-commerce and logistics warehouse on recently acquired land in Fort Worth, Texas; the expected construction of the distribution/light industrial facility on the 13-acre site in Altbach, Germany; the completion of construction at the property in Dallas, Texas; and the 0.1 million square foot expansion at the Tilburg, Netherlands property and the timing of payment of associated unpaid construction costs and holdbacks; Granite’s ability to dispose of any non-core assets on satisfactory terms; Granite’s ability to meet its target occupancy goals; Granite’s ability to secure sustainability or other certifications for any of its properties, including the receipt and timing of a BREEAM sustainability certification in respect of the Tilburg, Netherlands property; the expected impact of the refinancing of the term loans on Granite’s returns and cash flow; and the expected amount of any distributions and distribution increase, can be achieved in a timely manner, with the expected impact or at all. Forward-looking statements and forward-looking information are based on information available at the time and/or management’s good faith assumptions and analyses made in light of Granite’s perception of historical trends, current conditions and expected future developments, as well as other factors Granite believes are appropriate in the circumstances. Given the impact of the COVID-19 pandemic and government measures to contain it, there is inherently more uncertainty associated with our assumptions as compared to prior periods. Forward-looking statements and forward-looking information are subject to known and unknown risks, uncertainties and other unpredictable factors, many of which are beyond Granite’s control, that could cause actual events or results to differ materially from such forward-looking statements and forward-looking information. Important factors that could cause such differences include, but are not limited to, the impact of the COVID-19 pandemic and government measures to contain it, and the resulting economic downturn, on Granite’s business, operations and financial condition; the risk that the pandemic or such measures intensify; the duration of the pandemic and related impacts; the risk of changes to tax or other laws and treaties that may adversely affect Granite REIT’s mutual fund trust status under the Income Tax Act (Canada) or the effective tax rate in other jurisdictions in which Granite operates; economic, market and competitive conditions and other risks that may adversely affect Granite’s ability to expand and diversify its real estate portfolio and dispose of any non-core assets on satisfactory terms; and the risks set forth in the “Risk Factors” section in Granite’s AIF for 2019 dated March 4, 2020, filed on SEDAR at www.sedar.com and attached as Exhibit 1 to the Trust’s Annual Report on Form 40-F for the year ended December 31, 2019 filed with the SEC and available online on EDGAR at www.sec.gov, all of which investors are strongly advised to review. The “Risk Factors” section also contains information about the material factors or assumptions underlying such forward-looking statements and forward-looking information. Forward-looking statements and forward-looking information speak only as of the date the statements and information were made and unless otherwise required by applicable securities laws, Granite expressly disclaims any intention and undertakes no obligation to update or revise any forward-looking statements or forward-looking information contained in this MD&A to reflect subsequent information, events or circumstances or otherwise.

 

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LOGO

Condensed Combined Financial Statements

of Granite Real Estate Investment Trust

and Granite REIT Inc.

For the three and nine months ended September 30, 2020 and 2019


Table of Contents

Condensed Combined Balance Sheets

(Canadian dollars in thousands)

(Unaudited)

 

As at   Note        September 30,
2020
     December 31,
2019
 

ASSETS

         

Non-current assets:

         

Investment properties

    4        $ 5,338,887      $ 4,457,899  

Construction funds in escrow

    6          8,797      16,767

Deferred tax assets

         4,063      4,057

Fixed assets, net

         3,029      2,119

Other assets

    6          4,671      1,273
         5,359,447      4,482,115

Current assets:

         

Other receivable

    7               11,650

Accounts receivable

         7,783      7,812

Income taxes receivable

         479      315

Prepaid expenses and other

         4,939      3,387

Cash and cash equivalents

    15(d)          539,677      298,677

Total assets

             $ 5,912,325      $ 4,803,956  

LIABILITIES AND EQUITY

         

Non-current liabilities:

         

Unsecured debt, net

    8(a)        $ 1,441,449      $ 1,186,994  

Cross currency interest rate swaps

    8(b)          75,484      30,365

Long-term portion of lease obligations

    9          33,167      32,426

Deferred tax liabilities

               367,464      320,972
         1,917,564      1,570,757

Current liabilities:

         

Unsecured debt, net

    8(a)          249,814       

Cross currency interest rate swaps

    8(b)          17,626       

Deferred revenue

    10          8,016      5,804

Accounts payable and accrued liabilities

    10          64,943      50,183

Distributions payable

    11          13,999      13,081

Short-term portion of lease obligations

    9          827      619

Income taxes payable

               17,107      15,402

Total liabilities

               2,289,896      1,655,846

Equity:

         

Stapled unitholders’ equity

    12          3,620,343      3,146,143

Non-controlling interests

               2,086      1,967

Total equity

               3,622,429      3,148,110

Total liabilities and equity

             $ 5,912,325      $ 4,803,956  

Commitments and contingencies (note 18)

See accompanying notes

 

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Condensed Combined Statements of Net Income

(Canadian dollars in thousands)

(Unaudited)

 

            Three Months Ended
September 30,
     Nine Months Ended
September 30,
 
     Note     2020      2019      2020      2019  

Rental revenue

    13(a)     $ 87,900    $ 68,817      $ 246,958      $ 199,292  

Lease termination and close-out fees

                                 855

Revenue

      87,900      68,817      246,958      200,147

Property operating costs

    13(b)       11,417      8,677      31,428      25,711

Net operating income

      76,483      60,140      215,530      174,436

General and administrative expenses

    13(c)       9,572      6,902      24,285      23,412

Depreciation and amortization

      286      243      794      676

Interest income

      (535      (2,288      (1,810      (7,892

Interest expense and other financing costs

    13(d)       10,587      7,553      24,995      22,906

Foreign exchange (gains) losses, net

      (247      423      (2,989      1,189

Fair value gains on investment properties, net

    4       (62,045      (78,226      (132,586      (197,876

Fair value (gains) losses on financial instruments, net

    13(e)       (1,048      (1,946      4,737      (190

Loss on sale of investment properties

    5       164      652      164      2,035

Income before income taxes

      119,749      126,827        297,940        330,176  

Income tax expense

    14       14,513      12,199      35,650        38,543  

Net income

          $ 105,236    $ 114,628    $ 262,290    $ 291,633

Net income attributable to:

            

Stapled unitholders

    $ 105,199    $ 114,528      $ 262,152      $ 291,451  

Non-controlling interests

            37      100      138      182  
            $ 105,236    $ 114,628    $ 262,290    $ 291,633

See accompanying notes

 

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Condensed Combined Statements of Comprehensive Income

(Canadian dollars in thousands)

(Unaudited)

 

            Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
     Note     2020     2019     2020     2019  

Net income

    $ 105,236   $ 114,628   $ 262,290   $ 291,633

Other comprehensive (loss) income:

         

Foreign currency translation adjustment(1)

      (24,631     (22,824     139,517     (144,663

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

    8 (b)      (15,930     31,382       (60,276     82,666  

Total other comprehensive (loss) income

            (40,561     8,558       79,241       (61,997

Comprehensive income

          $ 64,675     $ 123,186     $ 341,531     $ 229,636  

 

(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.

 

    

Comprehensive income attributable to:

         

Stapled unitholders

    $ 64,641     $ 123,141     $ 341,376     $ 229,559  

Non-controlling interests

            34     45     155     77
            $ 64,675     $ 123,186     $ 341,531     $ 229,636  

See accompanying notes

 

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Condensed Combined Statements of Unitholders’ Equity

(Canadian dollars in thousands)

(Unaudited)

 

Nine Months Ended September 30, 2020                                     
     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, 2020

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

Net income

                      262,152           262,152     138     262,290

Other comprehensive income

                            79,224     79,224     17     79,241

Stapled unit offering, net of issuance costs (note 12(c))

    4,255     276,918                       276,918           276,918

Distributions (note 11)

                      (121,054           (121,054     (130     (121,184

Contributions from non-controlling interests

                                        94     94

Units issued under the stapled unit plan (note 12(a))

    31     1,977                       1,977           1,977

Units repurchased for cancellation (note 12(b))

    (491     (23,689     (1,328                 (25,017           (25,017

As at September 30, 2020

    57,847   $ 2,863,256     $ 53,326     $ 508,347     $ 195,414     $ 3,620,343     $ 2,086     $ 3,622,429  

 

Nine Months Ended September 30, 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

                      291,451           291,451     182     291,633

Other comprehensive loss

                            (61,892     (61,892     (105     (61,997

Stapled unit offering, net of issuance costs (note 12(c))

    3,749     220,378                       220,378           220,378

Distributions (note 11)

                      (101,062           (101,062     (150     (101,212

Special distribution paid in units and immediately consolidated (note 11)

          41,128     (41,128                              

Units issued under the stapled unit plan (note 12(a))

    20     1,207                       1,207           1,207

Units repurchased for cancellation (note 12(b))

    (1     (35     (5                 (40           (40

As at September 30, 2019

    49,453   $ 2,326,456     $ 54,654     $ 314,890     $ 149,560     $ 2,845,560     $ 1,394     $ 2,846,954  

See accompanying notes

 

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Condensed Combined Statements of Cash Flows

(Canadian dollars in thousands)

(Unaudited)

 

             Three Months Ended
September 30,
    Nine Months Ended
September 30,
 
      Note     2020     2019     2020     2019  

OPERATING ACTIVITIES

          

Net income

     $ 105,236   $ 114,628   $ 262,290     $ 291,633

Items not involving operating cash flows

     15(a)       (48,497     (66,750     (91,827     (156,014

Leasing commissions paid

       (2,535     (598     (2,535     (822

Tenant allowances paid

       (349           (590     (204

Current income tax expense

     14(a)       2,159     1,776     5,535     5,373

Income taxes paid

       (4,789     (2,014     (4,766     (5,697

Interest expense

       10,094     7,217     23,678     21,819

Interest paid

       (5,597     (6,174     (17,901     (20,261

Changes in working capital balances

     15(b)       10,388     (5,289     12,016     (2,497

Cash provided by operating activities

             66,110     42,796     185,900     133,330

INVESTING ACTIVITIES

          

Investment properties:

          

Property acquisitions

     3       (114,713     (51,570     (565,346     (469,254

Working capital acquired on acquisitions

       (7,252           (7,252      

Proceeds from disposals, net

     4, 5       35,468     12,610     35,468     38,238

Capital expenditures

          

— Maintenance or improvements

       (1,431     (847     (4,749     (2,632

— Developments or expansions

       (7,830     (7,203     (33,433     (11,884

— Costs to complete acquired property

     4     (2,012           (8,603      

Construction funds in escrow

     6     2,012           8,603      

Mortgage receivable proceeds

     5                         16,845

Acquisition deposits

             (1,325           (1,325

Fixed asset additions

             (314     (44     (1,048     (132

Cash used in investing activities

             (96,072     (48,379     (576,360     (430,144

FINANCING ACTIVITIES

          

Monthly distributions paid

       (41,994     (34,564     (120,134     (100,187

Special distribution paid

     11                       (13,710

Proceeds from unsecured debentures, net of financing costs

     8(a)       (999           496,895      

Repayment of lease obligations

     9     (198     (656     (642     (1,508

Financing costs paid

                   (30     (25

Distributions to non-controlling interests

                   (130     (150

Proceeds from stapled unit offerings, net of issuance costs

     12(c)       (593           276,918     220,378

Repurchase of stapled units

     12(b)             (3     (25,017     (40

Cash (used in) provided by financing activities

             (43,784     (35,223     627,860     104,758

Effect of exchange rate changes on cash and cash equivalents

             (3,825     (642     3,600     (10,776

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

       (77,571     (41,448     241,000     (202,832

Cash and cash equivalents, beginning of period

             617,248     496,862     298,677     658,246

Cash and cash equivalents, end of period

           $ 539,677     $ 455,414     $ 539,677     $ 455,414  

See accompanying notes

 

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Notes to Condensed Combined Financial Statements

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

(Unaudited)

 

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 logistics, warehouse and industrial properties in North America and Europe.

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

 

2.  SIGNIFICANT ACCOUNTING POLICIES

 

(a)

Basis of Presentation and Statement of Compliance

The condensed combined financial statements for the three and nine month periods ended September 30, 2020 have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting (“IAS 34”) as issued by the International Accounting Standards Board (“IASB”). These interim condensed combined financial statements do not include all the information and disclosures required in the annual financial statements, which were prepared in accordance with International Financial Reporting Standards (“IFRS”), and should be read in conjunction with the Trust’s annual financial statements as at and for the year ended December 31, 2019.

 

(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

 

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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.

 

(c)

Accounting Policies

The condensed combined financial statements have been prepared using the same accounting policies as were used for the Trust’s annual combined financial statements and the notes thereto for the year ended December 31, 2019.

 

(d)

Future Accounting Policy Changes

As at September 30, 2020, there are no new accounting standards issued but not yet applicable to the condensed 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 (the “Decision”) and whether the useful life of any non-removable leasehold improvements is limited to the lease term of the related lease. As of September 30, 2020, the Trust completed the impact assessment and determined that there is no material impact from the adoption of this interpretation on its combined financial statements.

 

(e)

COVID-19 Pandemic

During the nine month period ended September 30, 2020, the coronavirus disease (“COVID-19”) pandemic has resulted in governments across Granite’s operating markets enacting emergency measures to combat the spread of the virus. These measures, which include the implementation of travel bans, self-imposed quarantine periods and social distancing, have caused material disruption to businesses globally resulting in an economic slowdown. Global equity and capital markets have also experienced significant volatility and weakness during this time. Governments across the globe have reacted with significant monetary and fiscal interventions designed to stabilize economic conditions. Granite is continuing to monitor the impact of the COVID-19 pandemic on its business, liquidity and results of operations.

During the three and nine month periods ended September 30, 2020, there has not been any significant impact on Granite’s operations, assets or liabilities as a result of COVID-19. Granite has received 100% of rents due in the third quarter of 2020 and 99.9% of October rents. Granite has not recognized any provisions for uncollected rent at this time as it expects any outstanding rent to be received. Granite reviewed its future cash flow projections and the valuation of its properties considering the impacts of the COVID-19 pandemic during the nine month period ended September 30, 2020 and Granite does not expect, at this time, that COVID-19 will have a significant impact to the fair value of its investment property portfolio. In addition, there have not been any significant fair value losses on investment properties recorded in the three and nine month periods ended September 30, 2020.

Granite continues to review its future cash flow projections and the valuation of its investment properties in light of the COVID-19 pandemic. The carrying value of Granite’s investment properties reflects its best estimate for the highest and best use as at September 30, 2020 (note 4). The duration of the COVID-19 pandemic, and the potential for further waves of new infections in the markets where Granite operates that could lead to the reinstatement of emergency measures, cannot be predicted. As such, the length and full scope of the economic

 

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impact of COVID-19 and other consequential changes it will have on Granite’s business and operations in the long-term cannot be forecasted with certainty at this time. Certain aspects of Granite’s business and operations that could potentially be impacted include rental income, occupancy, capital expenditures, future demand for space and market rents, all of which ultimately impact the underlying valuation of investment properties.

 

3.  ACQUISITIONS

During the nine month periods ended September 30, 2020 and 2019, property acquisitions consisted of the following:

Acquisitions During The Nine Months Ended September 30, 2020

 

Property   Location     Date acquired     Property
purchase
price
    Transaction
costs
    Total
acquisition
cost
 

Property under development:

         

Aquamarijnweg 2(1)

   
Bleiswijk,
Netherlands
 
 
    March 13, 2020     $ 35,632     $ 145     $ 35,777  

Income-producing properties:

         

Oude Graaf 15

    Weert, Netherlands       May 1, 2020       31,910     297     32,207

De Kroonstraat 1

   
Tilburg,
Netherlands
 
 
    July 1, 2020       71,716     646     72,362

Francis Baconstraat 4

    Ede, Netherlands       July 1, 2020       21,403     243     21,646

8995 Airport Road

    Brampton, ON       September 1, 2020       22,173     452     22,625

555 Beck Crescent

    Ajax, ON       September 30, 2020       15,350     335     15,685

Memphis portfolio (three properties):

         

4460 E. Holmes Road, 4995 Citation Drive and 8650 Commerce Drive

   
Memphis, TN,
and Southaven, MS

 
    June 18, 2020       111,590     491     112,081

Midwest portfolio (five properties):

         

6201 Green Pointe Drive South, 8779 Le Saint Drive, 8754 Trade Port Drive and 445 Airtech Parkway

   


Groveport, OH,
Hamilton, OH,
West Chester, OH,
and Indianapolis, IN
 


 
    June 18, 2020       177,647     785     178,432

5415 Centerpoint Parkway

    Obetz, OH       July 8, 2020       45,092     252     45,344

Mississauga portfolio (four properties):

         

5600, 5610, 5620 and 5630 Timberlea Boulevard

    Mississauga, ON       September 28, 2020       19,450     473     19,923

Development land:

         

5005 Parker Henderson Road

    Fort Worth, TX       June 8, 2020       8,932     332     9,264
                    $ 560,895     $ 4,451     $ 565,346  

 

(1)  

The development in Bleiswijk, Netherlands was completed during September 2020 and subsequently transferred to income-producing properties. The property purchase price includes a tenant allowance of $6.8 million (4.4 million) paid in September 2020 associated with the acquisition.

 

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Acquisitions During The Nine Months Ended September 30, 2019

 

 

Property   Location      Date acquired      Property
purchase
price
     Transaction
costs
     Total
acquisition
cost
 

Income-producing properties:

             

201 Sunridge Boulevard

    Wilmer, TX        March 1, 2019      $ 58,087      $ 223      $ 58,310  

3501 North Lancaster Hutchins Road

    Lancaster, TX        March 1, 2019        106,120        222        106,342  

2020 & 2095 Logistics Drive(1)

    Mississauga, ON        April 9, 2019        174,106      487      174,593

1901 Beggrow Street

    Columbus, OH        May 23, 2019        71,607      267      71,874

Heirweg 3

   
Born,
Netherlands
 
 
     July 8, 2019        25,704      1,627      27,331

1222 Commerce Parkway

    Horn Lake, MS        August 1, 2019        24,492      116      24,608
             

Development land:

             

8320 Stedman Street

    Houston, TX        July 1, 2019        33,361      295      33,656
                      $ 493,477      $ 3,237      $ 496,714  

 

(1)  

Includes right-of-use asset related to ground lease of $20.5 million.

During the nine month period ended September 30, 2020, the transaction costs of $4.5 million (2019 — $3.2 million), which included land transfer taxes and 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 condensed combined statements of net income as a result of measuring the properties at fair value.

 

4.  INVESTMENT PROPERTIES

 

As at    September 30,
2020
     December 31,
2019
 

Income-producing properties

   $ 5,270,271      $ 4,377,623  

Properties under development

     29,518      51,310

Land held for development

     39,098      28,966
     $ 5,338,887      $ 4,457,899  

 

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Changes in investment properties are shown in the following table:

 

     Nine Months Ended
September 30, 2020
                  Year Ended
December 31, 2019
 
     Income-
producing
properties
    Properties
under
development
    Land held
for
development
                  Income-
producing
properties
    Properties
under
development
    Land held
for
development
 

Balance, beginning of period

  $ 4,377,623     $ 51,310     $ 28,966           $ 3,415,786     $ 17,009     $ 3,984  

Maintenance or improvements

    3,161                       3,272            

Leasing commissions

    2,535                       1,079            

Tenant allowances

    644                       515            

Developments or expansions

    58     36,427     270           3,641     27,250      

Acquisitions (note 3)

    520,305     35,777     9,264           951,065     8,932     24,939

Costs to complete acquired property (note 6)

    8,603                                    

Disposals (note 5)

    (23,500                                    

Transfer to income-producing properties

    97,733     (97,733                              

Classified as assets held for sale (note 5)

                            (61,120            

Amortization of straight-line rent

    6,262                       5,074            

Amortization of tenant allowances

    (3,963                       (5,122            

Other changes

    (89                       189            

Fair value gains (losses), net

    133,063     (145     (332           243,351     (135     557

Foreign currency translation, net

    147,836     3,882     930                     (180,107     (1,746     (514

Balance, end of period

  $ 5,270,271     $ 29,518   $ 39,098                   $ 4,377,623     $ 51,310   $ 28,966  

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 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 period.

Refer to note 2(e) for a discussion of the impact of the COVID-19 pandemic on the Trust’s business and operations, including the valuation of investment properties.

 

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Included in investment properties is $25.5 million (December 31, 2019 — $18.9 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 18).

Tenant minimum rental commitments payable to Granite on non-cancellable operating leases as at September 30, 2020 are as follows:

 

Year ended September 30,

        

2021

   $ 309,280

2022

     304,458

2023

     276,380

2024

     208,062

2025

     172,342

2026 and thereafter

     840,113
     $ 2,110,635

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   September 30, 2020                   December 31, 2019  
     Weighted
average(1)
    Maximum     Minimum                   Weighted
average(1)
    Maximum     Minimum  

Canada

               

Discount rate

    5.74%       6.25%       5.25%           5.90%       8.75%       5.25%  

Terminal capitalization rate

    5.27%       5.75%       5.00%           5.55%       8.00%       5.00%  
 

United States

               

Discount rate

    6.36%       9.50%       5.00%           6.41%       9.50%       5.00%  

Terminal capitalization rate

    5.82%       8.75%       4.75%           6.23%       8.75%       5.25%  
 

Germany

               

Discount rate

    7.01%       9.00%       5.50%           6.83%       8.25%       5.70%  

Terminal capitalization rate

    5.94%       8.00%       4.50%           6.31%       8.75%       5.00%  
 

Austria

               

Discount rate

    8.50%       10.50%       8.00%           7.96%       10.00%       7.00%  

Terminal capitalization rate

    7.29%       9.75%       6.75%           7.34%       9.75%       6.75%  
 

Netherlands

               

Discount rate

    5.15%       6.75%       4.00%           5.24%       6.00%       4.70%  

Terminal capitalization rate

    5.41%       7.55%       3.75%           6.14%       7.55%       5.60%  
 

Other

               

Discount rate

    7.49%       9.50%       6.75%           8.25%       10.00%       7.25%  

Terminal capitalization rate

    6.91%       10.00%       5.75%           8.20%       9.75%       6.25%  
 

Total

               

Discount rate

    6.54%       10.50%       4.00%           6.60%       10.00%       4.70%  

Terminal capitalization rate

    5.93%       10.00%       3.75%                       6.32%       9.75%       5.00%  

 

(1)  

Weighted based on income-producing property fair value.

 

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5.  ASSETS HELD FOR SALE AND DISPOSITIONS

During the nine month period ended September 30, 2020, Granite disposed of two properties located in Canada. The disposed properties consist of the following:

 

Property    Location    Date disposed    Sale price  

201 Patillo Road

   Tecumseh, ON    September 14, 2020    $ 17,000

2032 First Street Louth

   St. Catharines, ON    September 14, 2020      6,500
               $ 23,500

During the three and nine month periods ended September 30, 2020, Granite incurred $0.6 million (2019 — $0.7 million) and $0.6 million (2019 — $2.0 million), respectively, 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 the loss on sale of investment properties on the condensed combined statements of net income. In connection with the disposal of a property in South Carolina in September 2018, on July 22, 2020, Granite settled the associated obligation in cash. Upon receipt of the proceeds receivable (note 10) a resulting gain of $0.4 million was realized which is included in loss on sale of investment properties on the condensed combined statements of net income.

During the nine month period ended September 30, 2019, Granite disposed of seven properties located in Canada and the United States for gross proceeds totaling $56.9 million. The gross proceeds associated with four properties disposed of included a vendor take-back mortgage of $16.8 million (US$12.7 million) which was repaid on June 18, 2019.

At September 30, 2020 and December 31, 2019, there were no investment properties classified as assets held for sale.

 

6.  NON-CURRENT ASSETS

Construction Funds In Escrow

On November 19, 2019, Granite acquired a developed property located at 1301 Chalk Hill Road, Dallas, Texas which had outstanding construction work. Consequently, $20.5 million (US$15.5 million) of the purchase price was placed in escrow to pay for the remaining construction costs. The funds are released from escrow as the construction is completed. As at September 30, 2020, $8.8 million (US$6.6 million) remained in escrow (December 31, 2019 — $16.8 million (US$12.9 million)). As construction is completed, the construction costs are capitalized to the cost of the investment property. During the nine month period ended September 30, 2020, $8.6 million (US$6.3 million) was released from escrow and capitalized to the property (note 4).

 

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Other Assets

 

As at    September 30,
2020
     December 31,
2019
 

Deferred financing costs associated with the revolving credit facility

   $ 677      $ 885  

Long-term receivables

     374      388

2027 Cross Currency Interest Rate Swap (note 8(b))

     3,620       
     $ 4,671      $ 1,273  

 

7.  CURRENT ASSETS

Other Receivable

On July 22, 2020, the full amount of the proceeds receivable of $12.1 million (US$9.0 million) associated with the disposal of a property in South Carolina in September 2018 was received. The estimated sale price for the property in 2018 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 was dependent upon the actual consumer price index inflation factor as at December 31, 2019. As at December 31, 2019, the proceeds receivable was $11.7 million (US$9.0 million).

 

8.  UNSECURED DEBT AND CROSS CURRENCY INTEREST RATE SWAPS

 

(a)

Unsecured Debentures and Term Loans, Net

 

As at          September 30, 2020     December 31, 2019  
     Maturity Date     Amortized
Cost(1)
    Principal
issued and
outstanding
    Amortized
Cost(1)
    Principal
issued and
outstanding
 

2021 Debentures

    July 5, 2021     $ 249,814   $ 250,000   $ 249,646   $ 250,000

2023 Debentures

    November 30, 2023       398,986     400,000     398,746     400,000

2027 Debentures

    June 4, 2027       497,025     500,000            

2024 Term Loan

    December 19, 2024       245,930     246,494     239,153     239,816

2026 Term Loan

    December 11, 2026       299,508     300,000     299,449     300,000
            $ 1,691,263     $ 1,696,494     $ 1,186,994     $ 1,189,816  

 

(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.

 

As at    September 30,
2020
     December 31,
2019
 

Unsecured Debentures and Term Loans, Net

     

Non-current

   $ 1,441,449    $ 1,186,994

Current

     249,814       
     $ 1,691,263      $ 1,186,994  

On June 4, 2020, Granite REIT Holdings Limited Partnership (“Granite LP”), a wholly-owned subsidiary of Granite, issued at par $500.0 million aggregate principal amount of 3.062% Series 4

 

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senior debentures due June 4, 2027 (the “2027 Debentures”). Interest on the 2027 Debentures is payable semi-annually in arrears on June 4 and December 4 of each year. Deferred financing costs of $3.1 million were incurred in connection with the issuance of the 2027 Debentures and are recorded as a reduction against the principal owing.

The 2027 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 2027 Debentures to be redeemed; and (b) the Canada Yield Price. The Canada Yield Price means, in respect of a 2027 Debenture, a price equal to which, if the 2027 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 65.0 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 June 4, 2027. Granite also has the option to redeem the 2027 Debentures at par plus any accrued and unpaid interest within 30 days of the maturity date of June 4, 2027.

 

(b)

Cross Currency Interest Rate Swaps

 

As at    September 30,
2020
     December 31,
2019
 

Financial asset at fair value

     

2027 Cross Currency Interest Rate Swap (note 6)

   $ 3,620    $

Financial liabilities at fair value

     

2021 Cross Currency Interest Rate Swap

   $ 17,626    $ 3,630

2023 Cross Currency Interest Rate Swap

     35,629      24,298

2024 Cross Currency Interest Rate Swap

     14,755      1,202

2026 Cross Currency Interest Rate Swap

     25,100      1,235
     $ 93,110    $ 30,365

 

As at    September 30,
2020
     December 31,
2019
 

Financial liabilities at fair value

     

Non-current

   $ 75,484    $ 30,365

Current

     17,626       
     $ 93,110    $ 30,365

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 debentures that mature in 2021 (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 debentures that mature in 2023 (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 September 24, 2019, in conjunction with a refinancing, the Trust entered into a new cross currency interest rate swap (the “2024 Cross Currency Interest Rate Swap”) to exchange the

 

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LIBOR plus margin monthly interest payments from the term loan that matures in 2024 (the “2024 Term Loan”) for Euro denominated payments at a 0.522% fixed interest rate. In addition, under the 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 November 27, 2019, also in conjunction with a refinancing, the Trust entered into a new cross currency interest rate swap (the “2026 Cross Currency Interest Rate Swap”) to exchange the CDOR plus margin monthly interest payments from the term loan that matures in 2026 (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.

On June 4, 2020, the Trust entered into a cross currency interest rate swap (the “2027 Cross Currency Interest Rate Swap”) to exchange the $500.0 million proceeds and the 3.062% semi-annual interest payments from the 2027 Debentures for US$370.3 million and US dollar denominated interest payments at a 2.964% fixed interest rate. In addition, under the terms of the swap, the Trust will pay principal proceeds of US$370.3 million in exchange for which it will receive $500.0 million on June 4, 2027.

The cross currency interest rate swaps are designated as net investment hedges of the Trust’s investments in foreign operations. The effectiveness of the hedges are assessed quarterly. Gains and losses associated with the effective portion of the hedges are recognized in other comprehensive income. For the three and nine month periods ended September 30, 2020, the Trust has assessed the net investment hedge associated with each cross currency interest rate swap, except for a portion of the 2024 Cross Currency Interest Rate Swap, to be effective. With the refinancing of the 2024 Term Loan in 2019, the Trust has assessed only the foreign exchange movements associated with the fair value change of the 2024 Cross Currency Interest Rate Swap to be effective. Accordingly, the change in fair value relating to foreign exchange movements on the 2024 Cross Currency Interest Rate Swap and the fair value gains or losses on all other cross currency interest rate swaps are recorded in other comprehensive income. For the three and nine month periods ended September 30, 2020, since there is no effective hedge for the interest and other movements associated with the fair value change of the 2024 Cross Currency Interest Rate Swap, a fair value gain of $1.4 million and a fair value loss of $5.7 million is recognized in fair value losses on financial instruments, net (note 13(e)), respectively, in the condensed combined statements 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 condensed combined statements of net income.

 

9.  LEASE OBLIGATIONS

As at September 30, 2020, 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. The Trust recognized these leases as right-of-use assets and recorded related lease liability obligations. During the nine month period ended September 30, 2020, Granite recorded an additional right-of-use asset and related lease obligation of $0.6 million for office space in the United States.

 

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Future minimum lease payments relating to the right-of-use assets as at September 30, 2020 in aggregate for the next five years and thereafter are as follows:

 

Remainder of 2020

   $ 149

2021

     862

2022

     559

2023

     275

2024

     264

2025 and thereafter

     31,885
     $ 33,994  

During the three and nine month periods ended September 30, 2020, the Trust recognized $0.4 million (2019 — $0.4 million) and $1.2 million (2019 — $0.9 million) of interest expense, respectively, related to lease obligations (note 13(d)).

 

10. 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 September 30, 2020, the Trust had no amounts drawn (December 31, 2019 — nil) from the credit facility and $1.0 million (December 31, 2019 — $1.0 million) in letters of credit issued against the facility.

Accounts Payable and Accrued Liabilities

 

As at    September 30,
2020
     December 31,
2019
 

Accounts payable

   $ 9,653      $ 6,840  

Tenant security deposits

     4,768      3,978

Employee unit-based compensation

     6,241      5,586

Trustee/director unit-based compensation

     4,786      3,301

Accrued salaries, incentives and benefits

     4,374      5,416

Accrued interest payable

     12,832      6,507

Accrued construction payable

     7,223      5,933

Accrued professional fees

     2,797      3,822

Accrued property operating costs

     11,579      6,376

Accrual associated with a property disposal (note 7)

            1,944

Other accrued liabilities

     690      480
     $ 64,943      $ 50,183  

 

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In connection with the disposal of a property in South Carolina in September 2018, Granite retained an obligation to make certain repairs to the building. Accordingly, a liability was recorded at the time the property was disposed of, as determined using a third-party report. On July 22, 2020 in conjunction with the receipt of the proceeds receivable for this property disposal (note 7) Granite settled the obligation in cash.

 

11. DISTRIBUTIONS TO STAPLED UNITHOLDERS

Total distributions declared to stapled unitholders in the three month period ended September 30, 2020 were $42.0 million (2019 — $34.6 million) or 72.6 cents per stapled unit (2019 — 69.9 cents per stapled unit). Total distributions declared to stapled unitholders in the nine month period ended September 30, 2020 were $121.1 million (2019 — $101.1 million) or $2.18 per stapled unit (2019 — $2.10 per stapled unit). Distributions payable at September 30, 2020 of $14.0 million, representing the September 2020 distribution, were paid on October 15, 2020. Distributions payable at December 31, 2019 of $13.1 million were paid on January 15, 2020 and represented the December 2019 monthly distributions.

On October 16, 2020, distributions of $14.0 million or 24.2 cents per stapled unit were declared and will be paid on November 16, 2020.

Granite paid a special distribution on January 15, 2019 of $1.20 per stapled unit, which comprised of 30.0 cents per unit payable in cash of $13.7 million and 90.0 cents per unit payable by the issuance of stapled units. 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. In January 2019, upon the issuance of the stapled units, the stapled units account increased and contributed surplus decreased by $41.1 million, respectively.

 

12. STAPLED UNITHOLDERS’ EQUITY

 

(a)

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 September 30, 2020 and December 31, 2019, there were no options outstanding under this plan.

 

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Director/Trustee Deferred Share Unit Plan

The Trust has two 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. A reconciliation of the changes in the notional deferred share units (“DSUs”) outstanding is presented below:

 

      2020              2019  
      Number
(000s)
     Weighted Average
Grant Date
Fair Value
             Number
(000s)
    Weighted Average
Grant Date
Fair Value
 

DSUs outstanding, January 1

     50    $ 48.01           44   $ 46.01  

Granted

     13      66.73         13     55.02  

Settled

                            (11     51.57

DSUs outstanding, September 30

     63    $ 51.87                 46   $ 47.19  

Executive Deferred Stapled Unit Plan

The Executive Deferred Stapled Unit Plan (the “Restricted Stapled Unit Plan”) of the Trust provides for the issuance of Restricted Share Units (“RSUs”) and Performance Share Units (“PSUs”) and is designed to provide equity-based compensation in the form of stapled units to executives and other employees (the “Participants”). A reconciliation of the changes in notional stapled units outstanding under the Restricted Stapled Unit Plan is presented below:

 

     2020              2019  
     Number
(000s)
    Weighted Average
Grant Date
Fair Value
             Number
(000s)
    Weighted Average
Grant Date
Fair Value
 

RSUs and PSUs outstanding, January 1

    145   $ 55.93           117   $ 50.34  

New grants(1)

    53     66.61         84     61.83

Forfeited

    (1     67.66         (1     47.06

Settled in cash

    (33     55.70         (35     52.91

Settled in stapled units

    (31     55.70               (20     52.91

RSUs and PSUs outstanding, September 30(1)

    133   $ 60.18                 145   $ 56.83  

 

(1)  

New grants include 20,816 RSUs and 26,546 PSUs granted during the nine month period ended September 30, 2020 (2019 — 54,145 RSUs and 24,587 PSUs). Total restricted stapled units outstanding at September 30, 2020 include a total of 75,569 RSUs and 57,332 PSUs granted (2019 — 116,038 RSUs and 28,784 PSUs).

The fair value of the outstanding RSUs was $3.6 million at September 30, 2020 and is based on the market price of the Trust’s stapled unit. The fair value is adjusted for changes in the market price of the Trust’s stapled unit and recorded as a liability in the employee unit-based compensation payables (note 10).

The fair value of the outstanding PSUs was $2.6 million at September 30, 2020 and is recorded as a liability in the employee unit-based compensation payables (note 10). The fair value is calculated using the Monte-Carlo simulation model based on the assumptions below as well as a

 

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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, 2020, January 1, August 12, September 24, 2019 and
November 16, 2018
 

PSUs granted

     54,863

Term to expiry

     2.2 years  

Average volatility rate

     41.0%  

Weighted average risk free interest rate

     0.2%  

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

 

      Three Months Ended
September 30,
       Nine Months Ended
September 30,
 
      2020        2019        2020        2019  

DSPs for trustees/directors(1)

   $ 855      $ 386        $ 1,485        $ 1,269  

Restricted Stapled Unit Plan for executives and employees

     2,394        1,276        4,768        4,062

Unit-based compensation expense

   $ 3,249      $ 1,662        $ 6,253        $ 5,331  

Fair value remeasurement expense included in the above:

                 

DSPs for trustees/directors

   $ 522      $ 131        $ 638        $ 459

Restricted Stapled Unit Plan for executives and employees

     886        306        1,145        1,011

Total fair value remeasurement expense

   $ 1,408      $ 437        $ 1,783        $ 1,470

 

(1)  

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

 

(b)

Normal Course Issuer Bid

On May 19, 2020, 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 5,344,576 of Granite’s issued and outstanding stapled units. The NCIB commenced on May 21, 2020 and will conclude on the earlier of the date on which purchases under the bid have been completed and May 20, 2021. Pursuant to the policies of the TSX, daily purchases made by Granite through the TSX may not exceed 58,842 stapled units, subject to certain exceptions. Granite had 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 21, 2019 to May 20, 2020.

During the nine month period ended September 30, 2020, Granite repurchased 490,952 stapled units (2019 — 700 stapled units) at an average stapled unit cost of $50.95 for total consideration of $25.0 million (2019 — less than $0.1 million). The difference between the repurchase price and the average cost of the stapled units of $1.3 million (2019 — less than $0.1 million) was recorded to contributed surplus.

 

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(c)

Stapled Unit Offerings

On June 2, 2020, Granite completed an offering of 4,255,000 stapled units at a price of $68.00 per unit for gross proceeds of $289.3 million, including 555,000 stapled units issued pursuant to the exercise of the over-allotment option granted to the underwriters. Total costs related to the offering totaled $12.4 million and were recorded as a reduction to stapled unitholders’ equity. The net proceeds received by Granite after deducting the total costs related to the offering were $276.9 million.

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 as a reduction to stapled unitholders’ equity. The net proceeds received by Granite after deducting the total costs related to the offering were $220.4 million.

 

(d)

Accumulated Other Comprehensive Income

Accumulated other comprehensive income consists of the following:

 

As at September 30,    2020     2019  

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

   $ 292,320     $ 183,019  

Fair value losses on derivatives designated as net investment hedges

     (96,906     (33,459
     $ 195,414     $ 149,560  

 

(1)   

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

 

13. RENTAL REVENUE, RECOVERIES, COSTS AND EXPENSES

 

(a)

Rental revenue consists of:

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Base rent

   $ 75,086        $ 60,850          $ 214,769        $ 176,201  

Straight-line rent amortization

     3,337        1,061          6,262        3,749

Tenant incentive amortization

     (1,377        (1,261          (3,963        (3,857

Property tax recoveries

     7,728        5,668          20,229        15,833

Property insurance recoveries

     742        538          1,941        1,594

Operating cost recoveries

     2,384        1,961                7,720        5,772
     $ 87,900      $ 68,817              $ 246,958        $ 199,292

 

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(b)

Property operating costs consist of:

 

      Three Months Ended
September 30,
               Nine Months Ended
September 30,
 
      2020        2019                2020        2019  

Non-recoverable from tenants:

                    

Property taxes and utilities

   $ 253      $ 232         $ 723      $ 987

Legal

     32        66           107        210

Consulting

     29        38           29        74

Environmental and appraisals

     22                    259        370

Repairs and maintenance

     210        165           538        572

Other

     170        142                 493        497
     $ 716      $ 643                 $ 2,149        $ 2,710  

Recoverable from tenants:

                    

Property taxes and utilities

   $ 8,012      $ 6,075           $ 21,881      $ 16,927  

Property insurance

     781        589           2,177        1,743

Repairs and maintenance

     1,122        826           2,591        2,005

Property management fees

     734        507           1,964        1,420

Other

     52        37                 666        906
     $ 10,701      $ 8,034                 $ 29,279        $ 23,001  

Property operating costs

   $ 11,417      $ 8,677               $ 31,428      $ 25,711

 

(c)

General and administrative expenses consist of:

 

      Three Months Ended
September 30,
               Nine Months Ended
September 30,
 
      2020        2019                2020        2019  

Salaries, incentives and benefits

   $ 4,061      $ 2,801           $ 11,105        $ 10,184  

Audit, legal and consulting

     801        998           2,591        3,475

Trustee/director fees including distributions, revaluations and expenses(1)

     895        475           1,635        1,534

RSU and PSU compensation expense including distributions and revaluations(1)

     2,394        1,276           4,768        4,062

Other public entity costs

     510        397           1,446        1,587

Office rents including property taxes and common area maintenance costs

     111        99           309        280

Capital tax

     290        120           630        242

Information technology costs

     289        238           785        716

Other

     221        498                 1,016        1,332
     $ 9,572      $ 6,902                 $ 24,285      $ 23,412  

 

(1)  

For fair value remeasurement expense amounts see note 12(a).

During the three and nine month periods ended September 30, 2020, Granite incurred less than $0.1 million and $0.1 million of expenses relating to COVID-19, respectively.

 

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(d)

Interest expense and other financing costs consist of:

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Interest and amortized issuance costs and modification losses relating to debentures and term loans

   $ 9,798      $ 6,671          $ 22,677        $ 20,472  

Amortization of deferred financing costs and other interest expense and charges

     561        564          1,680        1,599

Interest expense related to lease obligations (note 9)

     402        392                1,195        909
   $ 10,761      $ 7,627        $ 25,552      $ 22,980

Less: Capitalized interest

     (174        (74                (557        (74
     $ 10,587      $ 7,553              $ 24,995      $ 22,906

 

(e)

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

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Foreign exchange forward contracts, net (note 16(a))

   $ 215        $ (1,866        $ 226        $ (110

Foreign exchange collar contracts, net (note 16(a))

     185                   (1,192         

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

     (1,448        (80                5,703        (80
     $ (1,048      $ (1,946              $ 4,737        $ (190

For the three and nine month periods ended September 30, 2020, the Trust recorded a fair value gain of $1.4 million and a fair value loss of $5.7 million, respectively, related to the fair value change of the 2024 Cross Currency Interest Rate Swap associated with interest and other movements which has not been designated in a hedging relationship and is therefore recognized in the condensed combined statements of net income (note 8(b)).

 

14. INCOME TAXES

 

(a)

The major components of the income tax expense are:

 

      Three Months Ended
September 30,
               Nine Months Ended
September 30,
 
      2020        2019                2020        2019  

Current income tax expense

   $ 2,159        $ 1,776           $ 5,535      $ 5,373

Deferred income tax expense

     12,354        10,423                 30,115        33,170

Income tax expense

   $ 14,513      $ 12,199                 $ 35,650        $ 38,543  

 

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

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Income before income taxes

   $ 119,749      $ 126,827              $ 297,940      $ 330,176

Expected income taxes at the Canadian statutory tax rate of 26.5% (2019 — 26.5%)

   $ 31,733        $ 33,609          $ 78,954        $ 87,496

Income distributed and taxable to unitholders

     (14,937        (18,623          (40,251        (43,172

Net foreign rate differentials

     (2,887        (2,163          (6,336        (6,227

Net change in provisions for uncertain tax positions

     443        430          466        1,238

Net permanent differences

     (21        (813          (70        (643

Withholding taxes and other

     182        (241                2,887        (149

Income tax expense

   $ 14,513        $ 12,199                $ 35,650        $ 38,543  

 

15. DETAILS OF CASH FLOWS

 

(a)

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

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Straight-line rent amortization

   $ (3,337      $ (1,061        $ (6,262      $ (3,749

Tenant incentive amortization

     1,377        1,261          3,963        3,857

Unit-based compensation expense (note 12(a))

     3,249        1,662          6,253        5,331

Fair value gains on investment properties

     (62,045        (78,226          (132,586        (197,876

Depreciation and amortization

     286        243          794        676

Fair value losses on financial instruments, net (note 13(e))

     (1,048        (1,946          4,737        (190

Loss on sale of investment properties

     164        652          164        2,035

Amortization of issuance costs and modification losses relating to debentures and term loans

     303        218          714        651

Amortization of deferred financing costs

     78        78          234        234

Deferred income taxes (note 14(a))

     12,354        10,423          30,115        33,170

Other

     122        (54                47        (153
     $ (48,497      $ (66,750              $ (91,827      $ (156,014

 

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(b)

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

 

      Three Months Ended
September 30,
              Nine Months Ended
September 30,
 
      2020        2019               2020        2019  

Accounts receivable

   $ 7,011        $ (1,767        $ 8,395        $ (1,544

Prepaid expenses and other

     725        (2,227          676        (1,842

Accounts payable and accrued liabilities

     1,941        174          829        (672

Deferred revenue

     711        (1,519          2,116        1,516

Restricted cash

              50                         45
     $ 10,388        $ (5,289              $ 12,016        $ (2,497

 

(c)

Non-cash investing and financing activities

During the nine month period ended September 30, 2020, 31 thousand stapled units (2019 — 20 thousand stapled units) with a value of $2.0 million (2019 — $1.2 million) were issued under the Restricted Stapled Unit Plan (note 12(a)) and are not recorded in the condensed combined statements of cash flows. In addition, the condensed combined statement of cash flows for the nine month period ended September 30, 2019 does not include the right-of-use asset and lease obligation of $20.5 million, associated with the acquisition of the leasehold interest in two Canadian properties (note 3) and the issuance and consolidation of stapled units associated with the special distribution in the amount of $41.1 million (note 11).

 

(d)

Cash and cash equivalents consist of:

 

As at    September 30, 2020      December 31, 2019  

Cash

   $ 464,469      $ 248,499  

Short-term deposits

     75,208      50,178
     $ 539,677      $ 298,677  

 

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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 September 30, 2020 and December 31, 2019:

 

As at    September 30, 2020      December 31, 2019  
      Carrying
Value
     Fair Value      Carrying
Value
    Fair Value  

Financial assets

          

Construction funds in escrow

   $ 8,797      $ 8,797      $ 16,767     $ 16,767

Other assets

     374 (1)       374      388 (1)      388

Other assets

     3,620 (2)       3,620               

Other receivable

                   11,650       11,650

Accounts receivable

     7,783        7,783      7,812       7,812

Prepaid expenses and other

     1,192 (3)       1,192      120 (3)      120

Cash and cash equivalents

     539,677        539,677      298,677       298,677
     $ 561,443      $ 561,443      $ 335,414     $ 335,414  

Financial liabilities

          

Unsecured debentures, net

   $ 1,145,825 (4)     $ 1,225,285      $ 648,392     $ 669,090  

Unsecured term loans, net

     545,438        545,438      538,602       538,602

Cross currency interest rate swaps

     93,110 (5)       93,110      30,365       30,365

Accounts payable and accrued liabilities

     64,810        64,810      50,156       50,156

Accounts payable and accrued liabilities

     133 (6)       133      27 (6)      27

Distributions payable

     13,999        13,999      13,081       13,081
     $ 1,863,315      $ 1,942,775      $ 1,280,623     $ 1,301,321  

 

(1)   

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

(2)   

The 2027 Cross Currency Interest Rate Swap included in other assets (note 6).

(3)  

Foreign exchange collars and forward contracts included in prepaid expenses.

(4)   

Balance includes current and non-current portions (note 8(a)).

(5)   

Balance includes current and non-current portions (note 8(b)).

(6)   

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

The fair values of the Trust’s construction funds in escrow, accounts receivable, 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 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 and foreign exchange collars are determined using market inputs quoted by their counterparties. The fair value of the foreign exchange forward contracts approximate their carrying values as the asset or liability is revalued at the reporting date.

 

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The Trust periodically purchases foreign exchange collars and forward contracts to hedge specific anticipated foreign currency transactions and to mitigate its foreign exchange exposure on its net cash flows. At September 30, 2020, the Trust held one outstanding foreign exchange forward contract (December 31, 2019 — seven contracts outstanding). The foreign exchange forward contract represents one contract to sell 2.0 million and purchase US$2.2 million. For the three and nine month periods ended September 30, 2020, the Trust recorded a net fair value loss of $0.2 million (2019 — net fair value gain of $1.9 million) and $0.2 million (2019 — net fair value gain of $0.1 million), respectively, related to outstanding foreign exchange forward contracts (note 13(e)). At September 30, 2020, the Trust held 12 outstanding foreign exchange collar contracts (December 31, 2019 — nil) with a notional value of US$60.0 million and contracts the Trust to sell US dollars and receive Canadian dollars if specific US dollar exchange rates relative to the Canadian dollar are met. The Trust also held nine outstanding foreign exchange collar contracts (December 31, 2019 — nil) with a notional value of 18.0 million and contracts the Trust to sell Euros and receive Canadian dollars if specific Euro exchange rates relative to the Canadian dollar are met. For the three and nine month periods ended September 30, 2020, the Trust recorded a net fair value loss of $0.2 million (2019 — nil) and a net fair value gain of $1.2 million (2019 — nil), related to the outstanding foreign exchange collar contracts (note 13(e)). The Trust did not employ hedge accounting for these financial instruments.

 

(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.

 

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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 September 30, 2020    Level 1     Level 2     Level 3  

ASSETS AND LIABILITIES MEASURED OR DISCLOSED AT FAIR VALUE

      

Assets measured at fair value

      

Investment properties

   $   $   $ 5,338,887

Cross currency interest rate swap included in other assets (note 6)

           3,620      

Foreign exchange collars included in prepaid expenses and other

           1,192      

Liabilities measured or disclosed at fair value

      

Unsecured debentures, net (note 8)

     1,225,285            

Unsecured term loans, net (note 8)

           545,438      

Cross currency interest rate swaps (note 8)

           93,110      

Foreign exchange forward contracts included in accounts payable and accrued liabilities

           133      

Net (liabilities) assets measured or disclosed at fair value

   $ (1,225,285   $ (633,869   $ 5,338,887  

 

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 accounts 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 (note 8)

     669,090            

Unsecured term loans, net (note 8)

           538,602      

Cross currency interest rate swaps (note 8)

           30,365      

Foreign exchange forward contracts included in accounts payable and accrued liabilities

           27      

Net (liabilities) assets measured or disclosed at fair value

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

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 three and nine month periods ended September 30, 2020 and the year ended December 31, 2019, there were no transfers between the levels.

 

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(c)

Risk Management

Foreign exchange risk

As at September 30, 2020, 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 September 30, 2020, the Trust’s foreign currency denominated net assets are $4.2 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 $25.7 million and $15.3 million, respectively, to comprehensive income.

 

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17. COMBINED FINANCIAL INFORMATION

The condensed 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 condensed combined financial statements:

 

Balance Sheet    As at September 30, 2020  
      Granite REIT      Granite GP      Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

ASSETS

          

Non-current assets:

          

Investment properties

   $ 5,338,887           $ 5,338,887  

Investment in Granite LP(1)

            24      (24      

Other non-current assets

     20,560                       20,560
     5,359,447      24      (24     5,359,447

Current assets:

          

Other current assets

     13,186      15        13,201

Intercompany receivable(2)

            12,491      (12,491      

Cash and cash equivalents

     539,438      239              539,677

Total assets

   $ 5,912,071        12,769      (12,515   $ 5,912,325  

LIABILITIES AND EQUITY

          

Non-current liabilities:

          

Unsecured debt, net

   $ 1,441,449           $ 1,441,449  

Other non-current liabilities

     476,115                       476,115
     1,917,564           1,917,564

Current liabilities:

          

Unsecured debt, net

     249,814           249,814

Intercompany payable(2)

     12,491         (12,491      

Other current liabilities

     109,773      12,745              122,518

Total liabilities

     2,289,642      12,745      (12,491     2,289,896

Equity:

          

Stapled unitholders’ equity

     3,620,319      24        3,620,343

Non-controlling interests

     2,110               (24     2,086

Total liabilities and equity

   $ 5,912,071        12,769      (12,515   $ 5,912,325  

 

(1)  

Granite REIT Holdings Limited Partnership (“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.

 

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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.

 

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Income Statement   Three Months Ended September 30, 2020  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

  $ 87,900         $ 87,900

General and administrative expenses

    9,572         9,572

Interest expense and other financing costs, net

    10,587         10,587

Other costs and expenses, net

    10,921         10,921

Share of (income) loss of Granite LP

          (1     1      

Fair value gains on investment properties, net

    (62,045         (62,045

Fair value gains on financial instruments, net

    (1,048         (1,048

Loss on sale of investment properties

    164                     164

Income before income taxes

    119,749     1     (1     119,749

Income tax expense

    14,513                     14,513

Net income

    105,236     1     (1     105,236

Less net income attributable to non-controlling interests

    38             (1     37

Net income attributable to stapled unitholders

  $ 105,198       1         $ 105,199

 

Income Statement   Three Months Ended September 30, 2019  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

  $ 68,817         $ 68,817  

General and administrative expenses

    6,902         6,902

Interest expense and other financing costs, net

    7,553         7,553

Other costs and expenses, net

    7,055         7,055

Share of (income) loss of Granite LP

          (1     1      

Fair value gains on investment properties, net

    (78,226         (78,226

Fair value gains on financial instruments, net

    (1,946         (1,946

Loss on sale of investment properties

    652                     652

Income before income taxes

    126,827     1     (1     126,827

Income tax expense

    12,199                     12,199

Net income

    114,628     1     (1     114,628

Less net income attributable to non-controlling interests

    101             (1     100

Net income attributable to stapled unitholders

  $ 114,527       1         $ 114,528  

 

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Income Statement   Nine Months Ended September 30, 2020  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

  $ 246,958         $ 246,958  

General and administrative expenses

    24,285         24,285

Interest expense and other financing costs

    24,995         24,995

Other costs and expenses, net

    27,423         27,423

Share of (income) loss of Granite LP

          (3     3      

Fair value gains on investment properties, net

    (132,586         (132,586

Fair value losses on financial instruments, net

    4,737         4,737

Loss on sale of investment properties

    164                     164

Income before income taxes

    297,940     3     (3     297,940

Income tax expense

    35,650                     35,650

Net income

    262,290     3     (3     262,290

Less net income attributable to non-controlling interests

    141             (3     138

Net income attributable to stapled unitholders

  $ 262,149       3         $ 262,152  

 

Income Statement   Nine Months Ended September 30, 2019  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

Revenue

  $ 200,147         $ 200,147  

General and administrative expenses

    23,412         23,412

Interest expense and other financing costs

    22,906         22,906

Other costs and expenses, net

    19,684         19,684

Share of (income) loss of Granite LP

          (3     3      

Fair value gains on investment properties, net

    (197,876         (197,876

Fair value gains on financial instruments, net

    (190         (190

Loss on sale of investment properties

    2,035                     2,035

Income before income taxes

    330,176     3     (3     330,176

Income tax expense

    38,543                     38,543

Net income

    291,633     3     (3     291,633

Less net income attributable to non-controlling interests

    185             (3     182

Net income attributable to stapled unitholders

  $ 291,448       3         $ 291,451  

 

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Statement of Cash Flows   Three Months Ended September 30, 2020  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

       

Net income

  $ 105,236       1     (1   $ 105,236  

Items not involving current cash flows

    (48,497     (1     1     (48,497

Changes in working capital balances

    10,254     134           10,388

Other operating activities

    (1,017                     (1,017

Cash provided by operating activities

    65,976     134           66,110

INVESTING ACTIVITIES

       

Property acquisitions

    (114,713         (114,713

Proceeds from disposals, net

    35,468         35,468

Investment property capital additions

       

— Maintenance or improvements

    (1,431         (1,431

— Developments or expansions

    (7,830         (7,830

— Costs to complete acquired property

    (2,012         (2,012

Other investing activities

    (5,554                     (5,554

Cash used in investing activities

    (96,072                 (96,072

FINANCING ACTIVITIES

       

Distributions paid

    (41,994         (41,994

Other financing activities

    (1,790                     (1,790

Cash used in financing activities

    (43,784                 (43,784

Effect of exchange rate changes

    (3,825                     (3,825

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

  $ (77,705     134         $ (77,571

 

Statement of Cash Flows   Three Months Ended September 30, 2019  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

       

Net income

  $ 114,628       1     (1   $ 114,628  

Items not involving current cash flows

    (66,750     (1     1     (66,750

Changes in working capital balances

    (5,660     371           (5,289

Other operating activities

    207                     207

Cash provided by operating activities

    42,425     371           42,796

INVESTING ACTIVITIES

       

Property acquisitions

    (51,570         (51,570

Proceeds from disposals, net

    12,610         12,610

Investment property capital additions

       

— Maintenance or improvements

    (847         (847

— Developments or expansions

    (7,203         (7,203

Acquisition deposits

    (1,325         (1,325

Other investing activities

    (44                     (44

Cash used in investing activities

    (48,379                 (48,379

FINANCING ACTIVITIES

       

Distributions paid

    (34,564         (34,564

Other financing activities

    (659                     (659

Cash used in financing activities

    (35,223                 (35,223

Effect of exchange rate changes

    (642                     (642

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

  $ (41,819     371         $ (41,448

 

90    Granite REIT 2020 Third Quarter Report


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Statement of Cash Flows   Nine Months Ended September 30, 2020  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

       

Net income

  $ 262,290       3     (3   $ 262,290  

Items not involving operating cash flows

    (91,827     (3     3     (91,827

Changes in working capital balances

    12,068     (52       12,016

Other operating activities

    3,421                     3,421

Cash provided by (used in) operating activities

    185,952     (52           185,900

INVESTING ACTIVITIES

       

Property acquisitions

    (565,346         (565,346

Proceeds from disposals, net

    35,468         35,468

Investment property capital additions

       

— Maintenance or improvements

    (4,749         (4,749

— Developments or expansions

    (33,433         (33,433

— Costs to complete acquired property

    (8,603         (8,603

Other investing activities

    303                     303

Cash used in investing activities

    (576,360                 (576,360

FINANCING ACTIVITIES

       

Distributions paid

    (120,134         (120,134

Other financing activities

    747,994                     747,994

Cash provided by financing activities

    627,860                 627,860

Effect of exchange rate changes

    3,600                     3,600

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

  $ 241,052       (52         $ 241,000  

 

Statement of Cash Flows   Nine Months Ended September 30, 2019  
     Granite REIT     Granite GP     Eliminations/
Adjustments
    Granite REIT and
Granite GP
Combined
 

OPERATING ACTIVITIES

       

Net income

  $ 291,633       3     (3   $ 291,633  

Items not involving operating cash flows

    (156,014     (3     3     (156,014

Changes in working capital balances

    (2,288     (209       (2,497

Other operating activities

    208                     208

Cash provided by (used in) operating activities

    133,539     (209           133,330

INVESTING ACTIVITIES

       

Property acquisitions

    (469,254         (469,254

Proceeds from disposals, net

    38,238         38,238

Investment property capital additions

       

— Maintenance or improvements

    (2,632         (2,632

— Developments or expansions

    (11,884         (11,884

Acquisition deposits

    (1,325         (1,325

Other investing activities

    16,713                     16,713

Cash used in investing activities

    (430,144                 (430,144

FINANCING ACTIVITIES

       

Distributions paid

    (100,187         (100,187

Other financing activities

    204,945                     204,945

Cash provided by financing activities

    104,758                 104,758

Effect of exchange rate changes

    (10,776                     (10,776

Net decrease in cash and cash equivalents during the period

  $ (202,623     (209         $ (202,832

 

Granite REIT 2020 Third Quarter Report    91


Table of Contents

18. 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 condensed combined financial statements. However, actual outcomes may differ from management’s expectations.

(b)    As at September 30, 2020, the Trust’s contractual commitments totaled $65.9 million and comprised of construction and development projects of $54.1 million and the remaining construction costs associated with the property in Tilburg, Netherlands acquired in July 2020 for $11.8 million (7.6 million) (note 3).

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 condensed combined financial statements.

 

19. SUBSEQUENT EVENTS

(a)    On October 16, 2020, the Trust declared monthly distributions for October 2020 of $14.0 million (note 11).

(b)    On October 23, 2020, the Trust disposed of one property located in Barcelona, Spain for gross proceeds of $7.8 million (5.0 million).

(c)    On October 23, 2020, the Trust agreed to acquire an income-producing property located in Atlanta, Georgia, for approximately $107 million (US$80.3 million). The acquisition is subject to customary closing conditions and is expected to close in the fourth quarter of 2020.

 

92    Granite REIT 2020 Third Quarter Report


Table of Contents
  LOGO       

 

REIT Information

 

Board of Trustees

 

Kelly Marshall

Chairman

 

Peter Aghar

Trustee

 

Remco Daal

Trustee

 

Kevan Gorrie

Trustee

 

Fern Grodner

Trustee

 

Al Mawani

Trustee

 

Gerald Miller

Trustee

 

Sheila Murray

Trustee

 

Jennifer Warren

Trustee

 

 

Officers

 

Kevan Gorrie

President and Chief Executive Officer

 

Teresa Neto

Chief Financial Officer

 

Lorne Kumer

Executive Vice President,

Head of Global Real Estate

  

Office Location

 

77 King Street West

Suite 4010, P.O. Box 159

Toronto-Dominion Centre

Toronto, ON M5K 1H1

Phone: (647) 925-7500

Fax: (416) 861-1240

 

Investor Relations Queries

 

Kevan Gorrie

President and Chief Executive Officer

(647) 925-7500

 

Teresa Neto

Chief Financial Officer

(647) 925-7560

 

Transfer Agents and Registrars

 

 

Canada

Computershare Investor Services Inc.

100 University Avenue, 8th Floor, North Tower

Toronto, Ontario, Canada M5J 2Y1

Phone: 1 (800) 564-6253

www.computershare.com

  

 

United States

Computershare Trust Company N.A.

462 S. 4th Street

Louisville, Kentucky, USA 40202

 

Exchange Listings

Stapled Units

 

–    Toronto Stock Exchange (GRT.UN) and New York Stock Exchange (GRP.U)

Please refer to our website (www.granitereit.com) for information on Granite’s compliance with the corporate governance standards of the New York Stock Exchange and applicable Canadian standards and guidelines.

Publicly Available Documents

 

Copies of the financial statements for the year ended December 31, 2019 are available through the Internet on the Electronic Data Gathering Analysis and Retrieval System (EDGAR), which can be accessed at www.sec.gov, and on the System for Electronic Document Analysis and Retrieval (SEDAR), which can be accessed at www.sedar.com. Other required securities filings can also be found on EDGAR and SEDAR.


Table of Contents

 

 

 

 

 

LOGO     

 

Granite REIT

 

77 King Street West

Suite 4010, P.O. Box 159

Toronto-Dominion Centre

Toronto, ON M5K 1H1

Phone: (647) 925-7500

Fax: (416) 861-1240

www.granitereit.com