Cominar REIT Annual Report 2018

Plain-text annual report

Focusing on Growth to Create Value 2018 Annual Report Cominar Real Estate Investment Trust Fiscal Year Ended December 31, 2018 2 Table of Contents 5 8 12 12 14 16 18 21 Message to Unitholders Corporate Profile Overview Office Retail Industrial and flex Governance Corporate Social Responsability and Human Resources Cominar’s annual report includes a section on corporate social responsibility, which is based in part on the guidelines of the Global Reporting Initiative (GRI), a recognized benchmark for reporting on sustainable development activities. 3 33 34 36 38 38 39 39 40 41 42 43 44 45 46 48 49 60 65 66 67 71 73 74 80 84 85 87 88 92 92 Management’s Discussion and Analysis Real Estate Portfolio Highlights of Fiscal 2018 Subsequent Events Caution Regarding Forward-Looking Statements Non-IFRS Financial Measures Performance Indicators Financial and Operational Highlights Selected Quarterly Information Selected Annual Information General Business Overview Our Objectives, Our Outlook, Our Strategy Overview of Fiscal 2018 Reconciliations to Cominar’s Proportionate Share Performance Analysis Results of Operations Funds from Operations and Adjusted Funds from Operations Adjusted Cash Flow from Operations Distributions Liquidity and Capital Resources Financial Instruments Property Portfolio Acquisitions, Investments and Dispositions Real Estate Operations Issued and Outstanding Units Transactions with Groupe Dallaire and Dalcon Disclosure Controls and Procedures and Internal Control over Financial Reporting Significant Accounting Policies and Estimates Future Change in an Accounting Standard Risks and Uncertainties 100 108 134 135 Consolidated Financial Statements Notes to Consolidated Financial Statements Corporate Information Unitholders Information Back to top4 4 Back to top5 Message to Unitholders Cominar’s ongoing transformation The past year saw numerous important developments aimed at driving Cominar’s transformation forward. During the first quarter of 2018, we continued to stabilize our balance sheet by finalizing the sale of a 95 property portfolio totalling 6.2 million square feet in our non-core markets, generating gross proceeds of $1.14 billion. The net proceeds from this transaction went toward repaying a portion of our debt, thereby reducing our debt ratio from 57.4% as at December 31, 2017, to 51.3% as at March 31, 2018. We also refocused our strategy on our core markets, namely Montreal, Québec City and Ottawa. Close to 65% of our portfolio is currently situated in the economically buoyant Montreal area, whereas the Québec City and Ottawa markets, high on government employment, continue to offer stability. These three markets are also advantageous in that there are key projects in the works to enhance urban mobility. Many of our assets are strategically positioned along these proposed transit lines, thus providing opportunities for densification and increases in portfolio value. Back to top6 In addition, we refreshed the composition of our Board with three new trustees, Paul Campbell, René Tremblay and Zachary George, whose keen insight will be inva- luable in navigating the ever-changing landscape of the commercial real estate industry and capital markets. The expertise and depth of our management team was also rounded out with the addition of Heather Kirk, CFA, as Executive Vice President and Chief Financial Officer, Marie-Andrée Boutin, as Executive Vice President, Retail Strategy and Operations, and Sandra Lécuyer, as Vice President, Talent and Organization. Lastly, in Montreal we finalized the internalization of certain construction activities in 2018 in order to be able to provide turnkey, vertically integrated service and move forward with enhancing client satisfaction. Improved operational performance Our focus and efforts in terms of improving our opera- tional performance continued to pay off in 2018. Our same property NOI grew steadily over each of the four quarters, for a total of 1% during the year. We remain committed to accelerating organic growth through proactive leasing, improving our operating efficiencies and optimizing our cost structure. Our team’s hard work also helped us retain 75.8% of leases up for renewal during the year, an increase of 5.1 percentage points over last year. And our portfolio- wide committed occupancy rate grew from 92.6% to 93.6%. Our office portfolio reported 3.5% growth in same- property NOI. This can be attributed to several major transactions during the year which drove physical occupancy up by 240 bps to 91.5%. Successes in 2018 include a leasing agreement signed for 180,000 square feet with the Commission scolaire de Montreal at 5100 Sherbrooke Street East in Montreal, 84,000 square feet at 800 Palladium Drive in the Ottawa suburb of Kanata and 20,000 square feet at 2180 Cyrille-Duquet Street in Québec City, home to a new Tesla service centre. The same-property NOI for our retail property portfolio, on the other hand, was down 3.4%. This is largely a result of the Sears closure, which led to a number of vacancies in our shopping centres. However, our strategic plan for offsetting this impact is coming along nicely, with 42.6% of these spaces (275,837 square feet) now retenanted or on the verge of being so. These new deals alone represent 105.2% of what Sears used to generate. We are therefore confident that we will be even more successful in leasing out the former Sears stores than we were after the demise of Target, when we saw our revenues grow by 36%. Mirroring retailers’ attempts to adapt to omnichannel strategies, we are enhancing our shopping centres and investing in the experience we deliver to customers, specifically by adding new brands and devising inno- vative marketing initiatives designed to broaden the retail offering. Rockland, one of our flagship retail properties, is undergoing a wholesale renewal with the addition of new tenants, and pop-up spaces to showcase emerging concepts and the wares of online retailers and local designers. Moreover, our acclaimed new and improved food hall boasts a unique experience that has proven very popular with consumers and is outperforming expectations. We would be remiss if we didn’t mention the arrival of several high-profile retailers in our portfolio during the year, including four Winners/Marshalls stores (total 132,000 square feet), Canada’s first Decathlon at Mail Champlain (66,000 square feet), an Avril Supermarché Santé at Centre Laval (34,000 square feet) and Quebec’s first Lee Valley at Centre Laval (25,000 square feet). Back to topIn order to further grow our revenue streams and footfall to our properties, we are currently rewiewing various densification and redevelopment scenarios and best uses, including the addition of office, residential and hotel uses, to make the most of the major urban shopping centres in our portfolio. As for our industrial and flex portfolio, it experienced a 4.0% increase in same property NOI during the year. We expect strong fundamentals, stable occupancy and rising rents to provide for continued acceleration in organic growth in our industrial portfolio. We have also embarked on a comprehensive strategic planning process to establish a three-year roadmap for continuous improvement and value creation. As such, we are examining every aspect of our business, including our portfolio, capital, human resources, costs, technology and processes, to identify areas where we can boost our performance and returns for our unitholders. Following the addition of new members to our senior management team we wish to thank Gilles Hamel, Guy Charron and Todd Bechard for their contributions and wish them well in their future endeavours. In closing, we would like to take this opportunity to acknowledge the excellent work done by Cominar employees across the board, as well as the outstanding contributions of our trustees in 2018. We realize that much remains to be done and we are excited about the prospects for the future and the opportunities we have in front of us to drive stronger performance and returns for you, our unitholders. Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. Chairman of the Board of Trustees Sylvain Cossette President and Chief Executive Officer 7 Back to top Back to topCorporate Profile Creator of Living Environments Cominar Real Estate Investment Trust owns and manages a high-quality portfolio of office, industrial, flex and retail properties in the Montreal, Québec City and Ottawa markets. Created in 1998, Cominar is built upon the core foundations of integrity, respect and entrepreneurial drive. Since day one, we have made the satisfaction of our clients – who currently number 3,900 – our top priority. Our team is attentive to client needs and puts their talent, creativity and market insight to work to support them in developing their business. We leverage our industry knowledge and business acumen to foster growth: both that of our clients and our own. 8 8 Back to top Back to top9 Back to top Back to topCorporate Profile Mission Investors Generate superior returns for our unitholders through proactive portfolio management and astute allocation of capital. Clients Office Create work environments that inspire, stimulate productivity and empower our clients to attract top talent and achieve their growth objectives. Retail Create shopping centres that have a unique personality, are involved in their community and treat consumers to memorable experiences. Industrial and flex Create intelligent and versatile spaces that are suited to meet emerging needs in this segment. Employees Attract, develop and engage talent and high- performance teams who contribute to the success of our organization. Communities Contribute to the well-being of our communities through environmental, social and economic stewardship. 10 10 Back to top Back to topMarket context The real estate sector is currently in the midst of a major transformation shaped by a series of societal shifts, among them: › Urban spread and densification, and their influence › Growth of omnichannel and e-commerce on individual mobility › Increased environmental awareness and a greater emphasis on the circular* and sharing economy › Growing demand for meaningful experiences and access to enhanced amenities and flexible spaces › Focus on wellness and evolving lifestyle habits › Rapid advancement of technology We view these changes as the grounds to be even more forward-thinking and strive to make a distinctive mark, based on our vision of where the real estate industry is heading in the next decade. It is a matter of seeing beyond bricks-and-mortar to reinvent working and shopping spaces using innovative lifestyle and experiential concepts – all for the benefit for our clients and unitholders. * Circular economy: A system of production, exchange and consumption aimed at optimizing the use of resources at every stage of the lifecycle of a good or a service in a circular manner by reducing its environmental footprint and contributing to the well-being of individuals and communities. Source: Institut de l’environnement, du développement durable et de l’économie circulaire (EDDEC) 11 Back to top Back to top 12 Overview Office As at December 31, 2018, we owned 96 office buildings in the Montreal, Québec City and Ottawa markets totalling of 11.7 million square feet. 2018 achievements In 2018, our team signed leases for a total of 2,292,000 square feet, 662,000 of which was for new leases. In addition to the large-scale transactions concluded during the year was a 20-year agreement with the Commission scolaire de Montréal for 180,000 square feet at 5100 Sherbrooke Street East in Montreal. Move-in is scheduled to begin in 2019. Our teams pulled out all the stops to bring this deal to fruition, working hand in hand with several clients to assemble the space required by our new tenant. In the end, this one transaction resulted in five leasing agreements in four separate buildings. Among the other deals concluded during the year: › 40,000 square feet at 2001 McGill College Avenue in Montreal, which will be occupied by McGill University › 45,000 square feet at 3055 Saint-Martin Boulevard West in Laval, bringing the occupancy rate for this new LEED building to 100% › 84,000 square feet in the Palladium Campus in the Ottawa suburb of Kanata, where Ford Motor Company will set up an R&D facility focusing on autonomous vehicles This last transaction pushed our committed occupancy rate in Ottawa up from 89.3% to 91.5% and prompted us to start building 800 Palladium Drive in Kanata, a new five-storey property slated for delivery in the fall of 2020. Vision 2035 During the year, we continued to reflect on what the office building of the future might look like. As part of the process, we canvassed tenants and partners to ask them about the issues and challenges they are facing now and what they expect to see in the years to come. Their contributions helped us flesh out our outlook known as “Vision 2035”, which is rooted in environments that are more than places to work – they are places that motivate and inspire. This approach will enable our clients to attract top talent and achieve their growth objectives by providing sustainable designs, flexible and adaptable layouts, and collaborative, connected and people-friendly spaces. This is how we will be able to support our tenants in an ever-changing world and create value for our unitholders. Back to top Back to topTotal number of properties 96 Total leasable area (sq. ft.) 11.7M Committed occupancy rate 91.5% 13 Back to top Back to top14 Overview Retail We articulated our “Vision 2035” for our shopping centre properties in 2017. The new economy, online retail and environmental stewardship are all factors that have contributed to changing the experience in the retail industry. For Cominar, although this market is in deep transformation, this represents a tremendous opportunity in terms of spurring the innovation and creativity of our teams. Our objective is to develop shopping centres that have a unique personality, give back to their respective communities and are public gathering places where consumers can partake in memorable shopping experiences. The customer experience is precisely what drove our efforts in 2018 and the results were very telling. A number of new leasing deals were signed, bringing the total leased area in our retail portfolio to 9,382,000 square feet, including 20,000 square feet at 2180 Cyrille-Duquet Street in Québec City, home to the only Tesla service centre in our Capitale-Nationale region. Our teams also ramped up their efforts to retenant the spaces left vacant after Sears went out of business. By year-end, more than 42.6% of the space formerly occupied by Sears had been or was on the verge of being re-leased. (See table on page 83 of the MD&A.) In addition, we are evolving our thinking with regard to opportunities to densify our sites, increase sales per square foot and attract new customers to our shopping centres. Total number of properties 136 Total leasable area (sq. ft.) 10.7M Committed occupancy rate 93.8% Exciting new concepts We enthusiastically rolled out several new concepts during the year to help carve out our own unique niche in the marketplace. We tapped into our teams’ creativity to come up with roadshows and pop-up experiences that provided a physical connection between online retailers and consumers. As a result, Mandala Wear and Plantzy, specializing respectively in women’s fashions and plants and flowers, took part in an exclusive tour of seven of our Quebec shopping centres in 2018. Online women’s wear retailer Allcovered followed suit at the end of the year with a roadshow that will be ongoing until September 2019. And the Fashion & Design Festival Pop-up Tour showcased the creations of the five Festival winners at several Cominar shopping centres. The initiative was such a hit that plans are already in the works to bring it back again in 2019. Back to topNew retailers During the year, a number of high-profile retailers set up shop at Cominar properties. Popular Japanese variety store chain Miniso opened at Centre Laval, Galeries Rive Nord, Alexis Nihon and Mail Champlain. Canadian woodworking and gardening retailer Lee Valley made their Quebec market debut at Centre Laval, which also welcomed Avril Supermarché Santé and Marshalls during the year. And Decathlon made its Canada market debut at Mail Champlain in the spring of 2018. The French sportswear banner also signed a deal to lease a space at Îlot Mendel in Québec City, in close proximity to the new IKEA store, as of late 2019. Rockland: Now better than ever! In addition to welcoming several new banners in 2018, certain shopping centres in our portfolio underwent major renovations – Rockland being one of them. A major facelift infused the centre with renewed energy, with a number of retailers opening for business and a fully revamped food hall we refer to as “La Cuisine Rockland” bringing a whole new experience. The spectacular décor boasts a large glass atrium and an outdoor terrace, along with some 15 restaurants offering a varied range of culinary styles, a central island where guests can eat or drink, and two units with a rotating lineup of food trucks that change every three months. Our shoppers are also able to attend cooking demonstrations and events in a specially designed space. While the renovations were underway, our teams thought out of the box and added food trucks, both inside and outside, to the centre’s dining options to offset the inconvenience of the temporary closure of the old food court. La Cuisine Rockland was mentioned in an article published in La Presse+ on new food court projects. See below for a translated excerpt: “[…] the food court revolution has arrived in Montreal. […] The new food courts that are taking shape […] bring with them a cuisine that is more creative and more appealing. […] […] shopping centres […] like Rockland, which have decided to transform the mundane meal break into a moment of sheer pleasure and relaxation. […] Once La Cuisine is officially launched at Rockland […], there will also be a program of cooking demonstrations and workshops. The first ones will be led by Martin Juneau (Pastaga), Kimberly Lallouz (Birdbar) and Olivier Vigneault ( Jatoba).” Gagnon-Paradis, Iris and Dumas, Ève, “Les nouveaux temples de la gastronomie,” La Presse+, February 23, 2019, Inspiration section, screen 12. 15 Back to top Back to topOverview Industrial and Flex We own 196 high-quality industrial and flex properties that can easily be adapted to suit the operations and specifications of our tenants’ businesses. They are located primarily in the greater Montreal and Québec City areas and comprise 15.7 million square feet in all. Total number of properties 196 Total leasable area (sq. ft.) 15.7M Committed occupancy rate 95.0% 16 Back to top Back to top17 2018 achievements Our teams were very active in 2018. As a result, more than 1,460,000 square feet of new leases were signed, 1.1 million of which was in greater Montreal. Of the total 95 transactions carried out during the year, 59 were in this market. They included the following: › iVEX Protective Packaging moved into a 220,000-square-foot space at 3300 Trans-Canada Highway › Servicorp took possession of a 50,000-square-foot space at 6445 Côte-de-Liesse Road › ROOT Data Center expanded its facilities at 19701 Clark-Graham Avenue to 145,000 square feet › Arden Holdings (the parent company of the Ardene retail chain) leased the entire 110,000-square-foot property at 2400A Trans-Canada Highway. In the booming Québec City market, our teams also signed several leasing agreements, including one for a total of 89,000 square feet with Ciena and EnGlobe, the newest tenants of 505 Parc-Technologique Boulevard. The strength of our teams, combined with the favourable economic circumstances, helped increase the committed occupancy rate for our industrial and flex portfolio to 95.0% by the end of the year. Vision 2035 We also looked to the future during the year, in conjunc- tion with our clients and partners, to define our vision for the industrial and flex sector in 2035. With the arrival of smart factories, integrated technologies and artificial intelligence, industrial real estate is poised to undergo significant change in the coming decade. We have therefore chosen to focus on developing strategically located, intelligently designed properties with an accent on enhanced adaptability, along with business districts that actively promote inter-business synergy and colla- boration. This approach will enable our clients to tackle automation- and transportation-related issues in an agile, productive way. Back to top Back to top18 Governance As part of our strategic review, and driven by our direct and active dialogue with our unitholders, we focused on best-in-class governance practices to ensure proper stewardship of the REIT. We modernized these practices, updated our contract of trust and amended the policies and procedures that both require and encourage our trustees and the REIT’s management to thoughtfully work together to achieve success. As part thereof, we adopted anti-hedging and clawback policies. (See page 37 of the Management Proxy Circular dated April 13, 2018.) Another important element of our strategy to enhance governance has been identifying, recruiting and retaining trustees who combine deep real estate experience with complementary skills and knowledge to form a best-in-class Board. We also adopted an advance notice policy, a term limit policy, a diversity policy and a corporate social responsibility policy. (See pages 57 and 58 of the Management Proxy Circular dated April 13, 2018.) Role of the Board of Trustees The Board of Trustees oversees the REIT’s strategy and performance. Its duties and responsibilities include establishing guidelines and principles related to governance, compliance and ethics, appointing the CEO, managing the Board’s affairs, ensuring strategic and succession planning, monitoring financial and corporate performance and overseeing risk management. The Board discharges these responsibilities directly and through delegation to its various committees. Back to topGovernance structure Board of Trustees › Approve strategic decisions and major transactions › Implement a governance framework consistent with the organization’s core values › Supervise the conduct of business and ensure sustainable value for unitholders › Oversee risk management Audit committee Investment committee Nominating and governance committee Human resources committee › Analyze the financial situation and results › Review financial statements and report to the Board › Oversee financial management including reporting, internal controls, internal and external audit procedures, financial and operational risk management, and compliance with the Code of Ethics and Business Conduct as well as legislative and regulatory requirements › Oversee capital allocation › Review governance practices › Implement assessment criteria for the Board, trustees and committees › Review the Code of Ethics and Business Conduct and its application › Approve acquisition, disposition and financing transactions, within the scope of its authority › Approve expansion, develop- ment and redevelopment projects, within the scope of its authority › Assist the Board in overseeing investment operations and reviewing performance › Review human resources- related policies, programs and practices › Review executive compen- sation and performance Management team 19 Back to top Back to top20 Governance Ethics and integrity We strive to act with integrity in everything we do. This requires honesty and transparency in all interactions with colleagues, clients and business partners. Upon joining the organization, all employees are subject to the Code of Ethics and Business Conduct and, as such, must avoid putting themselves in any situation that would represent a conflict of interest with the REIT. Our Code of Ethics and Business Conduct sets forth the ethical standards incumbent on employees in order to achieve and maintain the required level of trust as it relates to: › Compliance with applicable laws and regulations › Obligations of loyalty and integrity including › Competence and diligence › Integrity of accounting records › Loyalty, honesty and integrity › Confrontations with the law following cessation of employment › Priority accorded to our duties and activities › Use of resources › Relationships with co-workers Policy for the confidential or anonymous communication of complaints about accounting, financial and internal audit matters Any individual, including employees of the REIT and its subsidiaries, may submit a complaint about accounting, financial or internal audit matters without threat of reprisal. We are committed to observing all laws and regulations to which the REIT is subject, as well as all accounting standards, internal controls and audit methods. The audit committee is responsible for handling any employee concerns in this regard. For more information on our practices with respect to governance, ethics and integrity, please see our Management Proxy Circular, available on our website. Back to top Back to topCorporate Social Responsibility and Human Resources At Cominar, we recognize the fundamental importance of environmental stewardship and compliance, energy and water efficiency, community involvement at the local level, volunteering, corporate donations and sponsorships, and health and safety as part of a broader sustainable development agenda. This environmentally friendly mindset underpins our initiatives and under- takings. As a good corporate citizen, we care about the well-being of the communities where we operate and are committed to contributing to a better future for all. In 2018, a CSR working committee was set up to develop and implement an action plan on social and environ- mental considerations that we aim to prioritize over the short, medium and long term. Our Board of Trustees has also adopted a policy on corporate social responsibility and environmental sustainability. 21 Back to top Back to top22 Corporate Social Responsability and Human Resources Environmental management Our environmental management program aims to safeguard our assets and occupants and to ensure our properties comply with applicable environmental standards. Our teams regularly monitor the situation and perform the necessary due diligence prior to acquiring, financing or selling a property, or applying for a municipal permit. We work with external experts to conduct the required environmental assessments. Back to top23 We maintain a list of the clients in each property to which specific environmental measures apply, based on the North American Industry Classification System (NAICS), and we follow up to ensure compliance. environmental management system. As a result of these efforts, Rockland has successfully diverted 91.9% of waste from landfill, including 200 tonnes of organic waste that is turned into compost every year and used to enrich the soil of local fir tree farms. In Laval, Centropolis is also leading the way in sustai- nable development. Its strategy is built around several core commitments and a desire to be a local pioneer in incorporating sustainability into urban planning practices. Its carbon footprint reduction initiatives include an ornamental vegetable garden in the heart of its central plaza, replacing the previous flower garden. Not only does the new configuration need less water, but the food it yields is redistributed to the Centre de bénévolat et moisson Laval. An open-air retention pond, comparable to a natural pond, has also been set up to collect rainwater in large quantities. Some of the water is absorbed and filtered by herbaceous perennials, while some is released into the air through evapotranspiration. Centropolis holds BOMA BEST Platinum certification and was presented with the regional and national BOMA award for environmental performance in 2015. In addition, 3055 Saint-Martin Boulevard West, one of the buildings in the complex, is certified LEED-CS Gold. When it comes to managing hazardous materials, we team up with external suppliers to identify materials and products likely to contain asbestos. These reports, which have been developed to meet the requisite regu- lations, are compiled in an internal registry and made available for all work carried out in our properties. They are also provided to any tenant that requests them. With this approach, we can ensure that workers use the appropriate precautions to protect both their safety and the safety of our occupants. Asbestos-containing demolition waste is also managed in accordance with federal hazardous materials legislation. In addition, the members of our asset management team are all trained to identify flocking and heat-insulating materials. Environmentally responsible property management A number of initiatives have been undertaken in our properties to promote environmentally responsible management, some of which are particularly noteworthy. To begin with, Rockland received a National Earth Award from BOMA Canada in 2016 in recognition of the comprehensive program put in place in recent years to reduce its carbon footprint. The six-pronged program covers energy, water, waste reduction, emis- sions and effluents, indoor environment and the centre’s Back to topCorporate Social Responsability and Human Resources 24 In Québec City, innovative landscape irrigation practices have been introduced at Complexe Jules-Dallaire to curtail, and even eliminate, the need to water the grounds. The complex, which is LEED Gold–certified, has a reservoir to collect runoff water from the roof and non-irrigated surfaces. This is then used to meet 10% to 40% of the watering needs for the property’s green spaces, as a complement to natural rainfall. In addition, on Montreal’s South Shore, two beehives were built at Place Longueuil in 2018. The 50,000 to 80,000 bees that live in them help pollinate the trees and flowers within a 5-kilometre radius. Their hard work all summer long produced 200 jars of honey, 50 beeswax candles and 100 tubes of lip balm. Proceeds from the sale of these items went to Leucan and the Fondation du Centre jeunesse de la Montérégie. Not to be outdone, Mail Champlain was recognized for marketing excellence for its Electrobac program in 2018. Together, the 13 properties participating in the program collected and recovered 32,329 electronic devices, which works out to the equivalent of 40,727 litres of petroleum saved and 91,860 plastic bottles recycled. Finally, Cominar was recognized as an “Eco Partenaire” by Recyclage Vanier/Rolland for using document destruction and recycling services that contribute to the circular economy. All shredded paper is transformed into pulp and used to make recycled paper. Back to topEnergy efficiency As part of the continuous improvement process for the energy efficiency of our properties, we closely monitor all electromechanical systems and regularly upgrade existing facilities. Monitoring makes it possible to detect anomalies in energy consumption. Any such variances are then analyzed by our engineering team, in colla- boration with our operators, in order to undertake the necessary corrective action. In the event a building undergoes an overhaul of its mechanical systems, the monitoring equipment will record the data necessary to generate energy curves for heating/cooling needs and electrical demand. The stored information will then be used to analyze real-time trends and promptly correct any variances that are observed. The benefits in terms of improved energy performance are multiple, including a reduction in operating expenditures and greater sustainability and value for the properties in question. Furthermore, given the rise in popularity of electric vehicles, we installed 59 EV charging stations to meet the growing needs of our clients. A total of 25,254 charging sessions were recorded in 2018. Two compelling examples of energy efficiency retrofits In 2018, a number of initiatives to improve energy efficiency were rolled out at 400 Cooper Street in Ottawa. Upgrades to the mechanical systems and a new lighting and energy management system brought about several benefits, such as increased occupant comfort, a 40% savings in annual energy consumption and a reduction in energy use equivalent to that generated by 100 households. In Québec City, Place de la Cité’s commitment to better energy efficiency translated to a 10% decrease in its annual electricity usage, or the equivalent of 225 households. 25 Back to top Back to topCorporate Social Responsability and Human Resources 26 Our workplace We are committed to provide a work environment devoid of any form of discrimination, intimidation, vilification or harassment. Every individual is entitled to receive the same treatment and same opportunities, regardless of age, gender, sexual orientation, ethnic origin, beliefs, religion, nationality, marital status, disability or impairment. To support our commitment, we have a policy for a harassment-free workplace and a policy for a violence-free workplace. Back to top 27 27 Commitment to health and safety We apply strict workplace standards with regard to health and safety, sanitation, hygiene and environmental protection in all of our offices and work areas. We have also enacted a corporate policy concerning occupational health and safety. In this same spirit, a policy on drug and alcohol use has been issued to ensure staff can carry out their duties safely and effectively and to protect their interests as well as the interests of their co-workers, clients and visitors. Property security Our security management team is tasked with developing and implementing a consistent set of procedures and protocols to ensure a high level of safety and security for our tenants, their visitors and staff of our properties. In keeping with this objective, the team has drafted a policies and procedures handbook and training program aimed at all employees. This led to the equivalent of 2,482 hours of training in 2018. Moreover, a team of 237 employees, including 229 security guards, is responsible for making sure that our properties are safe for use by occupants and guests alike. We have also put a dynamic new platform in place to manage and report any incidents that may arise. It allows managers to be more effective in identifying and addressing issues in a timely manner. It also controls the required fire prevention, extinguisher and first aid system checks. The security team works with our insurers and fire prevention authorities to comply with all applicable codes and standards during renovations and fire alarm and sprinkler maintenance work to minimize the corresponding risks. Back to top 28 Corporate Social Responsability and Human Resources Social engagement Our social engagement program has been crafted to support our employees’ efforts to give back to their community and to encourage them to embrace sustainable development. In 2018, this translated to 3,154 volunteer hours through 219 initiatives. to the Ottawa Food Bank, Au Panier de Chomedey and L’Envol. Our security staff also invested 240 hours in Maison du Père, which embraces an alternative approach to homelessness and improves the reinte- gration of homeless individuals into society. In the spring, for example, our maintenance crews were involved in a community rooftop gardening project in several of our properties in Montreal and Ottawa. Their hard work meant that more than 75 kilograms of vegetables and some 50 watermelons could be donated We also continued to support an important cause during the year, namely Centraide/United Way, by pledging to match employee contributions made in 2018. The result: a total of $134,000 for Centraide/ United Way. 3,154 volunteer hours 219 initiatives For the second holiday season in a row, we hosted Cominar’s Forest of Stars in 18 of our shopping centres, raising $166,822 for Opération Enfant Soleil. Back to top32 Health 29 31 Humanitarian endeavours 92 donations and sponsorships We support a wide range of charities and foundations in the fields of health, humanitarian endeavours, arts and culture, business outreach and development, education and athletic excellence and activities. 5 Athletic excellence and activities 6 Education 10 Arts and culture 8 Business outreach and development Back to top30 Corporate Social Responsability and Human Resources Employee experience and strategic management of human capital The transition toward Cominar 2.0, which accelerated in 2018, would not be possible without a corporate culture in line with our new vision. Our purpose, which focuses on the power of people, needs to be embedded in the employee experience and our human capital manage- ment practices. To achieve this, we are focusing on three strategic initiatives, namely organizational performance, organizational health and organizational leadership. analysis of our various health programs and corporate policies to be able to meet the needs of our diverse workforce. This aspect will take off in 2019 as part of an integrated approach to health and well-being. We will roll out an employee experience management solution that will enable us to seek out feedback and engage in a dialogue throughout the employee journey. This will help us adapt our human capital management programs and practices to stimulate employee engagement. Organizational performance The quality of our human capital is key to fulfilling our mission of being creators of inspiring living environ- ments that are connected to the needs of our clients. We updated our performance and compensation management practices to emphasize competencies and behaviours conducive to achieving our business objectives. We initiated a comprehensive talent review to identify our best talent and personalize our deve- lopment, retention and recognition strategies. In 2019, we will continue along this path and use strategic human capital management tools that foster employee engagement with regard to our business objectives, while permitting process and cost optimizations in the management of our workforce. Organizational health We firmly believe that organizational performance is rooted in a work environment that inspires excellence and fosters individual wellness. We undertook an Organizational leadership The performance and health of our organization and our human capital are fulled by the quality of our leadership. The arrival of new members on the management team has contributed to a greater diversity of experiences, competencies and points of view, all of which contribute to our shift toward a performance-based culture. In 2019, we will further pursue these avenues by articulating our leadership models and expected behaviours and by stepping up our investment in the development of our people’s potential. These three components are perfectly aligned with Cominar’s new employer brand. Our goal in this regard is to maximize our influence among prospective employees in and outside the real estate industry in order to enhance the diversity of the talent we recruit. We are convinced that this diversity will be an invaluable asset for our team and one that will allow us to take our innovation, creativity and performance to the next level. Back to top14 ,000 hours of training provided to employees 8% proportion of employees who experienced horizontal or vertical mobility 41% proportion of women on the management team 31 31 Back to top Back to topSharing Knowledge Generates Ideas 32 32 Back to top Back to top33 Management’s Discussion and Analysis The following Management’s Discussion and Analysis (“MD&A”) is provided to enable the reader to assess the results of operations of Cominar Real Estate Investment Trust (“Cominar,” the “Trust” or the “REIT”) for the fiscal year ended December 31, 2018, in comparison with the fiscal year ended December 31, 2017, as well as its financial position as at that date and its outlook. Dated March 5, 2019, this MD&A reflects all significant information available as of that date and should be read in conjunction with the consolidated financial statements and accompanying notes included in this report. Unless otherwise indicated, all amounts are in thousands of Canadian dollars, except for per unit and per square-foot amounts, and are based on the consolidated financial statements prepared in accordance with International Financial Reporting Standards (“IFRS”), as issued by the International Accounting Standards Board (“IASB”). Basis of presentation Certain financial information in this MD&A present the consolidated balance sheets and consolidated statements of comprehensive income, including Cominar’s propor- tionate share in the assets, liabilities, revenues and charges of its joint ventures, hereinafter referred to as “Cominar’s proportionate share”, which are non-IFRS measures. Management believes that presenting the operating and financial results of Cominar, including its proportionate share in the assets, liabilities, revenues and charges of its joint ventures, provides more useful information to current and prospec- tive investors to assist them in understanding Cominar’s financial performance. The reader is invited to refer to the section Reconciliations to Cominar’s Proportionate Share for a complete reconciliation of Cominar’s consolidated financial statements prepared in accordance with IFRS to the financial information including its propor- tionate share in the assets, liabilities, revenues and charges of its joint ventures presented in this MD&A. Additional information on Cominar, including its 2017 Annual Information Form, is available on Cominar’s website at www.cominar.com and on the Canadian Securities Administrators’ (“CSA”) website at www.sedar.com. The Board of Trustees, under the recommendation of the Audit Committee, has approved the contents of this MD&A. Back to topReal Estate Portfolio Properties Leasable area (sq. ft.) Assets 428 38.1M $6.5B 34 34 Back to top Back to top 35 24.0% 7.0% Same property net operating income by operating segment 39.2% 36.8% Office 96 properties 11.7 M sq. ft. Retail 136 properties 10.7 M sq. ft. Industrial and flex 196 properties 15.7 M sq. ft. Same property net operating income by geographic market Montreal 281 properties 25.3 M sq. ft. Québec City 126 properties 10.3 M sq. ft. Ottawa 20 properties 2.5 M sq. ft. Atlantic Provinces 1 property 0.06 M sq. ft. 64.0% 29.0% Back to top Highlights Growth in same property net operating income (Q1-2018: 0.2%, Q2-2018: 0.8%, Q3-2018: 1.7%, Q4-2018 : 1.1%) Growth in the average net rent of renewed leases Increase in the committed occupancy rate from 92.6% to (Q3-2018: 93.3%) Increase in retention rate from 70.7% to Reduction in leverage from 57.4% to Decrease in payout ratio from 113.9 % to 1.0% 0.6% 93.6% 75.8% 55.3% 87.8% 36 36 Back to top Back to top37 37 Office Retail Industrial and flex Growth in same property net operating income Growth in the average net rent of renewed leases (Q1-2018: 1.8%, Q2-2018: 5.8%, Q3-2018: 2.1%, Q4-2018 : 4.1%) 3.5% 0.3% 76.2% 91.5% Increase in the committed occupancy rate from 89.1% to Increase in retention rate from 69.2% to Growth in same property net operating income (Q1-2018: -4.3%, Q2-2018: -6.9%, Q3-2018: -0.4%, Q4-2018 : -2.2%) Growth in the average net rent of renewed leases Increase in retention rate from 74.8% to Increase in the committed occupancy rate from 93.2% to Growth in same property net operating income (Q1-2018: 5.2%, Q2-2018: 5.4%, Q3-2018: 4.4%, Q4-2018 : 1.2%) Growth in the average net rent of renewed leases Increase in retention rate from 69.2% to Stable committed occupancy rate: 95.2% compared to -3.4% -1.8% 83.3% 93.8% 4.0% 5.6% 70.3% 95.0% Back to top38 38 38 Subsequent Events On January 15 and February 15, 2019, Cominar declared a monthly distribution of $0.06 per unit for each of these months. During the first quarter of 2019, Cominar completed the sale of seven office properties, five retail properties and one industrial property held for sale located in the Québec City and Montreal areas, in Quebec, for a total amount of $48.3 million. Caution Regarding Forward-Looking Statements From time to time, we make written or oral forward-looking statements within the meaning of applicable Canadian securities legislation. We may make such statements in this document and in other reports filed with Canadian regulators, in reports to unitholders or in other communications. These forward-looking statements include, among other things, statements with respect to our medium-term and 2019 objectives, and strategies to achieve our objectives, as well as statements with respect to our beliefs, outlooks, plans, objectives, expectations, anticipations, estimates and intentions. The words "may," "could," "should," "would," "suspect," "outlook," "believe," "plan," "anticipate," "estimate," "expect," and "intend," and the use of the conditional and future tenses, and words and expressions of similar import are intended to identify forward-looking statements. By their very nature, forward-looking statements involve numerous factors and assumptions, and are subject to inherent risks and uncertainties, both general and specific, which give rise to the possibility that predictions, forecasts, projections and other forward- looking statements will not be achieved. We caution readers not to place undue reliance on these statements as a number of important factors could cause our actual results to differ materially from the expectations expressed in such forward-looking statements. These factors include financial conditions in Canada and elsewhere in the world; the effects of competition in the markets where we operate; the impact of changes in laws and regulations, including tax laws; successful execution of our strategy; our ability to complete and integrate acquisitions successfully; our ability to attract and retain key employees and executives; the financial position of clients; our ability to refinance our debts upon maturity and to lease vacant space; our ability to complete developments according to plans and schedules and to raise capital to finance growth as well as the interest rate variations. We caution readers that the foregoing list of important factors that may affect future results is not exhaustive. When relying on our forward-looking statements to make decisions with respect to Cominar, investors and others should carefully consider the foregoing factors, as well as other factors and uncertainties. Unless otherwise stated, all forward-looking statements are valid only as at the date of this MD&A. We do not assume any obligation to update the aforementioned forward-looking statements, except as required by applicable laws. Additional information about these factors can be found in the “Risks and Uncertainties” section of this MD&A, as well as in the “Risk Factors” section of Cominar’s 2017 Annual Information Form. Back to top Back to top Non-IFRS Financial Measures In this MD&A, we provide guidance and report on certain non-IFRS measures, including “net operating income,” “adjusted net income,” “funds from operations,” “adjusted funds from operations,” “adjusted cash flows from operations” and “proportionate share in joint ventures adjustments,” which management uses to evaluate Cominar’s performance. Because non-IFRS measures do not have standardized meanings and may differ from similar measures presented by other entities, securities regulations require that non-IFRS measures be clearly defined and qualified, reconciled with their closest IFRS measure and given no more prominence than the latter. You may find such information in the sections dealing with each of these measures. Performance Indicators Cominar measures the success of its strategy using a number of performance indicators: • • • • • • • • • • • • Same property net operating income, which provides an indication of the operating profitability of the same property portfolio, that is, Cominar’s ability to increase revenues, manage costs, and generate organic growth; Funds from operations ("FFO") per unit, which represents a standard real estate benchmark used to measure an entity’s performance, and defined by REALpac as adjusted net income (calculated in accordance with IFRS) for, among other things, changes in the fair value of investment properties, deferred taxes and income taxes related to a disposition of properties, derecognition and impairment of goodwill, initial and re-leasing salary costs, adjustments relating to the accounting of joint ventures and transaction costs incurred upon a business combination or a disposition of properties; Adjusted funds from operations ("AFFO") per unit, which, by excluding from the calculation of FFO the rental income arising from the recognition of leases on a straight-line basis, the investments needed to maintain the property portfolio’s capacity to generate rental income and a provision for leasing costs, provides a meaningful measure of Cominar’s capacity to generate steady profits; Adjusted cash flow from operations (“ACFO”) per unit, which provides a helpful real estate benchmark to measure Cominar’s ability to generate stable cash flows; Debt ratio, which is used to assess the financial balance essential to the smooth running of an organization; Debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”) ratio, which is widely used in the real estate industry, measures Cominar’s ability to pay down its debts. Interest coverage ratio, which is used to assess Cominar’s ability to pay interest on its debt from operating revenues; Committed occupancy rate, which gives an indication of the future economic health of the geographical regions and sectors in which Cominar owns properties by taking the leasable area occupied by clients to which is added the leasable area of the leases signed but which have not already started, divided by the leasable area of our real estate portfolio excluding the areas currently under redevelopment; In-place occupancy rate, which gives an indication of the current economic health of the geographical regions and sectors in which Cominar owns properties by taking the leasable area occupied by clients, divided by the leasable area of our real estate portfolio; Retention rate, which helps assess client satisfaction and loyalty; Growth in the average net rent of renewed leases, which is a measure of organic growth and gives an indication of Cominar’s capacity to increase its rental income; Segment and geographic diversification, which contributes to revenue stability by spreading real estate risk. The above-mentioned performance indicators are not IFRS financial measures. Definitions and other relevant information regarding these performance indicators are provided in the appropriate sections of this MD&A. 39 39 39 Back to top Back to top 40 40 Financial and Operational Highlights For the years ended December 31 Financial and Operational Highlights Financial performance For the years ended December 31 Operating revenues – Financial statements Operating revenues – Cominar’s proportionate share(2) Financial performance Net operating income(2) – Financial statements Net operating income(2) – Cominar’s proportionate share Operating revenues – Financial statements Same property net operating income(2) Operating revenues – Cominar’s proportionate share(2) Changes in fair value of investment properties – Financial statements Net operating income(2) – Financial statements Goodwill – Financial statements Net operating income(2) – Cominar’s proportionate share Net loss Same property net operating income(2) Adjusted net income(2) Changes in fair value of investment properties – Financial statements Recurring funds from operations (FFO)(2) Goodwill – Financial statements Recurring adjusted funds from operations (AFFO)(2) Net loss Cash flows provided by operating activities – Financial Statements Adjusted net income(2) Recurring adjusted cash flows from operations (ACFO)(2) Recurring funds from operations (FFO)(2) Distributions Recurring adjusted funds from operations (AFFO)(2) Total assets Cash flows provided by operating activities – Financial Statements Recurring adjusted cash flows from operations (ACFO)(2) Per unit financial performance Distributions Net loss (basic and diluted) Total assets Adjusted net income (diluted)(2) Per unit financial performance Recurring funds from operations (FFO)(FD)(2)(3) Recurring adjusted funds from operations (AFFO)(FD)(2)(3) Net loss (basic and diluted) Recurring adjusted cash flows from operations (ACFO)(FD)(2)(3) Adjusted net income (diluted)(2) Distributions Recurring funds from operations (FFO)(FD)(2)(3) Payout ratio of recurring adjusted cash flows from operations (ACFO)(2)(3) Recurring adjusted funds from operations (AFFO)(FD)(2)(3) Payout ratio of recurring adjusted funds from operations (AFFO)(2)(3) Recurring adjusted cash flows from operations (ACFO)(FD)(2)(3) Distributions Financing Payout ratio of recurring adjusted cash flows from operations (ACFO)(2)(3) Debt ratio(4) Payout ratio of recurring adjusted funds from operations (AFFO)(2)(3) Debt/EBITDA ratio Financing Interest coverage ratio(5) Weighted average interest rate on total debt Debt ratio(4) Residual weighted average term of total debt (years) Debt/EBITDA ratio Unsecured debt-to-total-debt ratio(6) Interest coverage ratio(5) Unencumbered income properties Weighted average interest rate on total debt Unencumbered assets to unsecured debt ratio(7) Residual weighted average term of total debt (years) Unsecured debt-to-total-debt ratio(6) Operational data Unencumbered income properties Number of investment properties Unencumbered assets to unsecured debt ratio(7) Leasable area (in thousands of sq. ft.) Operational data Committed occupancy rate In-place occupancy rate Number of investment properties Retention rate Leasable area (in thousands of sq. ft.) Growth in the average net rent of renewed leases Committed occupancy rate 40 40 %Δ Page 2018(1) $ 2018(1) 734,650 $ 751,095 372,464 381,957 734,650 366,567 751,095 2017 $ 2017 835,489 $ 848,840 436,037 443,586 835,489 363,103 848,840 (267,098) 372,464 (616,354) 436,037 (120,389) 381,957 (212,282) 366,567 206,797 (267,098) 210,990 (120,389) 164,725 (212,282) 182,939 206,797 159,055 210,990 143,730 164,725 — 443,586 (100,0) (13.9) (391,725) 363,103 255,798 (616,354) (45.8) 1.0 (19.2) (56.7) 255,089 — (17.3) (100,0) 215,827 (391,725) 233,225 255,798 216,696 255,089 246,523 215,827 6,543,711 182,939 7,824,993 233,225 159,055 216,696 143,730 (1.17) 6,543,711 1.13 246,523 (2.13) 7,824,993 1.39 1.16 0.90 (1.17) 0.87 1.13 0.7900 1.16 90.8% 0.90 87.8% 0.87 0.7900 90.8% 55.3% 87.8% 10,3x 2.32:1 4.14% 55.3% 3.5 10,3x 51.8% 2.32:1 1.38 1.17 (2.13) 1.18 1.39 1.3325 1.38 112.9% 1.17 113.9% 1.18 1.3325 112.9% 57.4% 113.9% 10,9x 2.46:1 4.10% 57.4% 3.7 10,9x 52.1% 2.46:1 2,864,637 4.14% 3,347,839 4.10% 1.53:1 3.5 51.8% 1.43:1 3.7 52.1% 2,864,637 428 1.53:1 38,127 3,347,839 525 1.43:1 44,370 93.6% 89.2% 428 75.8% 38,127 0.6% 93.6% 92.6% 87.9% 525 70.7% 44,370 0.6% 92.6% (12.1) %Δ (11.5) (14.6) (13.9) (12.1) 1.0 (11.5) (56.7) (14.6) (23.7) (45.8) (21.6) (19.2) (26.6) (17.3) (41.7) (23.7) (16.4) (21.6) (26.6) (41.7) (45.1) (16.4) (18.7) (15.9) (23.1) (45.1) (26.3) (18.7) (40.7) (15.9) (19.6) (23.1) (22.9) (26.3) (40.7) (19.6) (22.9) 49 Page 50 51 51 49 51 50 47 51 59 51 58 51 60 47 61 59 61 58 65 60 65 61 66 61 46 65 65 66 59 46 60 61 61 59 65 60 66 61 65 61 61 65 66 65 69 61 70 70 57 69 68 70 71 70 71 57 71 68 71 71 73 71 73 80 80 73 82 73 82 80 89.2% Dispositions”) during the first quarter of 2018 for a total consideration of $1.14 billion. In-place occupancy rate Development activities 82 Retention rate Properties under development – Cominar’s proportionate share(2) 46 82 Growth in the average net rent of renewed leases (1) Results for the year ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate (as stated in section “Acquisitions, Investments and Development activities (2) Non-IFRS financial measure. See relevant section for definition and reconciliation to closest IFRS measure. Properties under development – Cominar’s proportionate share(2) (3) Fully diluted. (4) Total of bank borrowings, mortgages payable and debentures, less cash and cash equivalents, divided by the total assets minus the total of cash and cash equivalents. (1) Results for the year ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate (as stated in section “Acquisitions, Investments and (5) Net operating income less adjusted Trust administrative expenses divided by finance charges. (6) Unsecured debt divided by net debt. (2) Non-IFRS financial measure. See relevant section for definition and reconciliation to closest IFRS measure. (7) Fair value of unencumbered income properties divided by the unsecured net debt. (3) Fully diluted. (4) Total of bank borrowings, mortgages payable and debentures, less cash and cash equivalents, divided by the total assets minus the total of cash and cash equivalents. (5) Net operating income less adjusted Trust administrative expenses divided by finance charges. (6) Unsecured debt divided by net debt. (7) Fair value of unencumbered income properties divided by the unsecured net debt. Dispositions”) during the first quarter of 2018 for a total consideration of $1.14 billion. 75.8% 41,685 0.6% 70.7% 43,547 0.6% 41,685 43,547 87.9% 46 80 Back to top Back to top Selected Quarterly Information The following table presents, in summary form, Cominar’s financial information for the last eight quarters: For the quarters ended Dec. 31, 2018(1) $ Sept. 30, 2018(1) $ June 30, 2018(1) $ March 31, 2018 $ Dec. 31, 2017 $ Sept. 30, 2017 $ June 30, 2017 $ March 31, 2017 $ Operating revenues – Financial statements Operating revenues – Cominar’s proportionate share(2) Net operating income(2) – Financial statements Net operating income(2) – 176,073 172,665 177,047 208,865 207,418 204,160 209,955 213,956 180,116 176,820 181,280 212,879 211,197 207,753 213,032 216,858 91,128 90,977 89,813 100,546 110,487 110,180 109,487 105,883 Cominar's proportionate share 93,526 93,548 92,256 102,627 112,654 112,247 111,268 107,417 Changes in fair value of investment properties – Financial statements Goodwill – Financial statements Net income (net loss) Adjusted net income(2) Recurring FFO(2) Recurring AFFO(2) Cash flows provided by operating activities – Financial statements Recurring ACFO(2) Distributions Per unit Net income (net loss) (basic) Net income (net loss) (diluted) Adjusted net income (diluted)(2) Recurring FFO (FD)(2)(3) Recurring AFFO (FD)(2)(3) Recurring ACFO (FD)(2)(3) Distributions (276,160) (120,389) (353,353) (4) 50,684 51,928 40,092 74,118 39,417 32,749 (1.94) (4) (1.94) (4) 0.28 0.28 0.22 0.22 0.1800 13,393 — 64,649 51,850 52,733 41,249 88,049 41,453 32,749 0.36 0.35 0.28 0.29 0.23 0.23 0.1800 — — 46,445 (4) 51,401 52,592 41,105 1,437 37,856 32,749 0.26 (4) 0.25 (4) 0.28 0.29 0.23 0.21 0.1800 (4,331) — 29,977 (4) 52,862 53,737 42,279 (616,354) — (581,256) 68,551 63,892 51,628 19,335 40,329 45,483 0.16 (4) 0.16 (4) 0.29 0.29 0.23 0.22 0.2500 81,471 52,117 52,792 (3.14) (3.14) 0.37 0.34 0.28 0.28 0.2850 — — 63,981 63,981 65,287 55,414 100,702 54,924 58,006 0.35 0.35 0.35 0.35 0.30 0.30 0.3125 — — 65,837 63,553 64,902 56,312 15,299 59,275 68,079 0.36 0.36 0.35 0.35 0.31 0.32 0.3675 — — 59,713 59,713 61,008 52,473 35,753 50,380 67,646 0.33 0.33 0.33 0.33 0.29 0.28 0.3675 (1) Results for quarters ended December 31, 2018, September 30, 2018 and June 30, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. See relevant section for definition and reconciliation to closest IFRS measure. (3) Fully diluted. (4) Includes $2.9 million in transaction costs related to sales of properties for the quarter ended December 31, 2018, $1.4 million for the quarter ended June 30, 2018 and $18.6 million for the quarter ended March 31, 2018. 41 41 Back to top Back to top 42 42 42 Selected Annual Information The following table presents a summary of Cominar’s financial information for the last 3 fiscal years: For the years ended December 31 Operating revenues – Financial statements Operating revenues – Cominar’s proportionate share(4) Net operating income(4) – Financial statements Net operating income(4) – Cominar’s proportionate share Changes in fair value of investment properties – Financial statements Goodwill – Financial statements Net income (net loss)(3) Adjusted net income(4) Recurring FFO(4) Recurring AFFO(4) Cash flows provided by operating activities – Financial statements Recurring ACFO(4) Distributions Total assets Per unit Net income (net loss) (basic and diluted) Adjusted net income (diluted)(4) Recurring FFO (FD)(2)(4) Recurring AFFO (FD)(2)(4) Recurring ACFO (FD)(2)(4) Distributions 2018(1) $ 734,650 751,095 372,464 381,957 (267,098) (120,389) (212,282) 206,797 210,990 164,725 182,939 159,055 143,730 2017 $ 835,489 848,840 436,037 443,586 (616,354) — (391,725) 255,798 255,089 215,827 233,225 216,696 246,523 2016 $ 866,982 877,095 468,609 474,354 (46,675) — 241,738 272,669 278,570 241,938 284,090 245,988 254,456 6,543,711 7,824,993 8,287,785 (1.17) (2.13) 1.13 1.16 0.90 0.87 0.79 1.39 1.38 1.17 1.18 1.33 1.40 1.58 1.61 1.40 1.43 1.47 (1) Results for the year ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Fully diluted (3) (4) Non-IFRS financial measure. See relevant section for definition and reconciliation to closest IFRS measure. Includes the change in fair value of investment properties, the derecognition and the depreciation of goodwill. Back to top Back to top General Business Overview Cominar Real Estate Investment Trust is one of the largest property owners and managers in the Province of Quebec, where we have established a leading presence which allows us significant economies of scale. As at December 31, 2018, Cominar owned a diversified portfolio of 428 properties, composed of office, retail and industrial and flex buildings, of which 281 were located in the Montreal market, 126 in the Québec City market, 20 in the Ottawa market, and 1 in the Atlantic Provinces. Cominar's portfolio consisted of approximately 11.7 million square feet of office space, 10.7 million square feet of retail space and 15.7 million square feet of industrial and flex space, representing total leasable area of 38.1 million square feet. Cominar manages its assets with a focus on growing net operating income and exploiting, when economically viable, expansion or redevelopment opportunities that provide the REIT with an attractive adjusted return to risk. The growth in cash flows from existing properties in the portfolio is expected to be achieved by: (i) increases in rental rates on existing leases; (ii) improved occupancy and retention rates, as well as proactive leasing measures; and (iii) sound management of operating costs. Cominar maintains a cautious approach to its mortgage lending policies and seeks to spread the maturity of its debt to match the overall debt level of its portfolio, taking into account the availability of financing, credit market conditions, and the financial terms of the leases that generate cash. In 2018, Cominar has refocussed its activities towards its main markets, stabilized its balance sheet and improved its governance practices. Real Estate Portfolio Summary As At December 31, 2018 The properties in the portfolio generally occupy prime locations along major traffic arteries and benefit from their high visibility and easy access for both Cominar's customers and clients. Operating segment Office Retail Industrial and flex Total Geographic market Montreal Québec City Ottawa Atlantic Provinces Total Number of properties Leasable area (sq. ft.) Committed occupancy rate In-place occupancy rate 96 136 196 428 11,707,000 10,714,000 15,706,000 38,127,000 91.5% 93.8% 95.0% 93.6% 86.5% 85.5% 93.7% 89.2% Number of properties Leasable area (sq. ft.) Committed occupancy rate In-place occupancy rate 281 126 20 1 428 25,327,000 10,264,000 2,476,000 60,000 38,127,000 93.1% 95.1% 91.5% 100.0% 93.6% 89.5% 90.5% 79.5% — 89.2% 43 43 Back to top Back to top 44 44 44 Our Objectives, Our Outlook, Our Strategy Objectives Cominar’s primary objective is to maximize total return to unitholders through a combination of sustainable, tax-effective cash distributions and maximizing the unit value through the proactive management of our portfolio of properties. Cominar management is focused on the following objectives in 2019: Driving Organic Growth Improving our organic growth is a top priority at Cominar. Initiatives to drive the revenue line include increasing the speed with which new space is delivered to tenants, lease-up of vacant space in the retail and office portfolios, focusing on rent growth in our industrial and flex portfolio and identifying ancillary revenue opportunities. We are also actively analysing our cost structure to identify areas where we can reduce expenses including through lease audits, outsourcing agreements, process automation and right-sizing staffing levels. Strengthening our Balance Sheet Cominar continues to focus on further strengthening and de-risking our balance sheet and we are committed to prudent management of our capital structure. As at December 31, 2018 our debt ratio was 55.3%, down from 57.4% primarily as a result of the disposition of $1.1 billion of properties in March 2018. Our debt to EBITDA ratio improved to 10.3x as at December 31, 2018 from 10.9x as at December 31, 2017. We expect our credit metrics to continue to improve through 2019 as a result of planned dispositions and an increase in same property net operating income. Our objective is to achieve investment grade credit metrics in order to limit financial risk and decrease our incremental borrowing costs. Our risk mitigation strategies include lowering leverage, staggering debt maturities and, building and maintaining broad lending relationships. Over the next four years, Cominar will be transitioning its debt stack from a mix of secured and unsecured debt to a fully secured debt strategy which will be funded primarily through a combination of new mortgages and asset sales. Unlocking Intensification Value in Our Portfolio As part of Cominar’s strategic planning we are conducting a thorough review of the intensification and development potential within the portfolio. At present, our fair value estimates recorded on our balance sheet provide no value for potential density. Cominar has numerous assets located along the proposed Réseau Électronique de Montréal (REM) light rail line, adjacent to the proposed extension of the Montreal metro line to Anjou and along the proposed Tramway line in Québec City which we believe represent meaningful intensification opportunities. We believe there is value within these sites which can be unlocked through zoning and eventual disposition or development. Strategic Dispositions of Non-Core Properties Cominar continues to target non-core dispositions in order to improve portfolio quality, streamline the portfolio and focus on properties with the highest growth potential. Dispositions are expected to be focused on properties which have limited NOI growth or value growth potential, smaller properties which are costly to manage and retail properties to which we would like to reduce our exposure. In 2018 we sold a total of $1.2 billion of properties and currently have $188 million of properties available for sale. We are targeting $300 million of dispositions in 2019 and have completed $48 million post quarter. ($14.4 million of retail properties, $1.2 million of industrial and flex and $32.7 million of office properties). Our Outlook In 2017 and 2018, the Quebec economy delivered its strongest back to back GDP growth in nearly a generation and the lowest unemployment rate in over forty years. Montreal’s January 2019 unemployment rate of 6.0% was down 20 bps from the month before and is now below Toronto’s 6.4%. The Quebec economy is expected to register robust GDP growth of 2.3% in 2018 and is forecast to continue to deliver steady growth over the next two years fueled by strength in the labour market, housing and the majority of industrial sectors. On the federal front, the Bank of Canada increased its overnight rate three times in 2018 to 1.75%. In March, the Bank of Canada held rates firm and diluted its conviction that rates need to move higher, citing greater uncertainty about Canada’s economic outlook. Our Strategy With a number of new members added to the senior executive team in the fourth quarter, we have embarked on a comprehensive strategic planning process to chart the course for continued performance improvement and value creation over the next three years. We are reviewing all aspects of our business including assets, capital, people, technology, processes and cost structures to put in place a strategy to improve our performance and returns for our unitholders. Back to top Back to top Overview of Fiscal 2018 During the fiscal year ended December 31, 2018, Cominar continued to make progress on its goals of improving NOI growth, reducing debt, focusing on our core markets, improving governance and putting an end to construction activities with Groupe Dallaire in an orderly manner. In line with these goals, there have been a number of changes within the Cominar’s Board of Trustees. On March 8, 2018, two new members, Paul D. Campbell and René Tremblay, joined the Board of Trustees. On May 16, 2018, Heather C. Kirk was elected as a Trustee at the annual meeting of Unitholders. Subsequently, on December 4, 2018, Cominar announced that Zachary Ryan George will be joining the Board of trustees. Additionally, Mitchell Cohen will be included on the list of nominees for the election of Trustees at the annual meeting of Unitholders to fill the vacancy that will be created by the departure of Alban D’Amours. On November 5, 2018, Cominar announced the appointment of Heather C. Kirk as Executive Vice President and Chief Financial Officer effective December 3, 2018. During the third quarter, Cominar also announced the appointment of Marie-Andrée Boutin as Executive Vice President, Strategy and Operations, Retail, and Sandra Lécuyer as Vice President, Talent and Organization. In accordance with our asset disposal strategy to focus on our core markets, Cominar completed, on March 27, 2018, the sale of 95 non-core properties to Slate for $1.14 billion, of which 24 were located in the Toronto area, 57 in the Atlantic Provinces and 14 in Western Canada. Cominar's non-core portfolio represented 6.2 million square feet. The proceeds of this transaction were used to pay down the debt and for Cominar’s general needs, which led to a decrease in the debt ratio from 57.4% as at December 31, 2017 to 55.3% as at December 31, 2018. At the end of fiscal 2018, Cominar had $188.7 million of properties for which it had received definitive agreements or offers to buy these properties. In its efforts to strengthen its balance sheet, Cominar also announced, on March 7, 2018, the decrease of the monthly distribution from $0.095 per unit to $0.06 per unit, beginning with the distribution of March 2018 payable in April 2018. This measure, combined with the NCIB under which Cominar repurchased 2,709,500 units in 2018 [3,440,400 units since the commencement of the NCIB], made it possible for Cominar to reduce the payout ratio of our recurring adjusted cash flows from operations for the fiscal year from 113.9% in 2017 to 87.8% in 2018. The NCIB expiring on November 14, 2018 has been renewed by Cominar’s Board of Trustees and approved by the Toronto Stock Exchange, thus allowing Cominar to repurchase a maximum of 18,112,182 additional units. Cominar reported positive growth in same property NOI for a fourth consecutive quarter with a 1.1% increase, representing increases of 4.1% and 1.2% in the office and the industrial and flex segments respectively, offset by a decrease of 2.2% in the retail segment. Excluding the impact of the closing of Sears stores, the retail segment recorded a 1.8% decrease in same property net operating income during the fourth quarter. Growth in same property NOI for fiscal 2018 stood at 1.0%. As at December 31, 2018, the committed occupancy rate was 93.6%, up 100 bps from 92.6% as at December 31, 2017. In addition, Cominar improved its retention rate of leases expiring in 2018 to 75.8% as at December 31, 2018, up from 70.7% for fiscal 2017. This increase in retention rate comes with 0.6% of growth in the average net rent of renewed leases. During fiscal 2018, Cominar acquired, for $36.0 million, the land and superficies rights (the equivalent of air rights in Québec) related to a property located in Québec City, in Quebec, in which Cominar had been leasing the superficies rights associated with its office building. The other superficies rights are leased by the operator of a hotel that shares the site. This acquisition is the result of a purchase option Cominar acquired as part of a transaction with Ivanhoé Cambridge in 2014. The acquisition of this land and superficies rights contributed to increasing the value of our property for an amount greater than the acquisition cost of the land. This acquisition also allowed us to increase our NOI in two ways; firstly, by the receipt of the rent payable by the hotel operator for the lease of the superficies rights related to the hotel, and secondly, by the cancellation of the rent previously payable by Cominar for the lease of the superficies rights related to the office building. During fiscal 2018, Cominar transitioned to the internalization of certain construction activities in Montreal, and the diversification of the independent suppliers that are used. In this respect, on October 14, 2018, Cominar completed the integration of nearly all of the resources of Groupe Dallaire’s platform in Montreal, to ensure continuity of certain construction activities to better meet the needs of Cominar and of our clients. 45 45 45 Back to top Back to top 46 46 46 Reconciliations to Cominar’s Proportionate Share In accordance with IFRS 11, joint ventures are accounted for under the equity method in Cominar’s consolidated financial statements. Management considers that presenting operating and financial results including Cominar’s proportionate share of the assets, liabilities, revenues and charges of its joint ventures, provides more complete information on Cominar’s financial performance. The following tables present reconciliations of Cominar’s consolidated financial statements prepared in accordance with IFRS with its consolidated financial statements including its proportionate share of the assets, liabilities, revenues and charges of its joint ventures. As at December 31 2018 2017 Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(1) $ Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(1) $ Assets Investment properties Income properties 6,058,191 166,765 6,224,956 6,239,383 163,475 6,402,858 Properties under development Land held for future development 34,293 93,750 7,392 8,400 41,685 102,150 37,692 91,580 5,855 10,126 43,547 101,706 6,186,234 182,557 6,368,791 6,368,655 179,456 6,548,111 Investment properties held for sale 188,727 — 188,727 1,143,500 — 1,143,500 Investments in joint ventures 92,468 (92,468) Goodwill Accounts receivable Prepaid expenses and other assets Cash and cash equivalents 15,721 41,162 17,901 1,498 — 424 97 461 — 15,721 41,586 17,998 1,959 86,299 (86,299) 139,982 62,956 16,673 6,928 — 481 100 77 — 139,982 63,437 16,773 7,005 Total assets 6,543,711 91,071 6,634,782 7,824,993 93,815 7,918,808 Liabilities Mortgages payable Mortgages payable related to the investment properties held for sale Debentures Bank borrowings Accounts payable and accrued liabilities Deferred tax liabilities Current tax liabilities Total liabilities Unitholders' equity Unitholders' equity 1,742,104 85,534 1,827,638 1,873,776 79,286 1,953,062 123 1,722,586 152,950 103,347 142 6,763 — — 4,000 1,537 — — 123 1,722,586 156,950 104,884 142 6,763 276,350 1,721,577 — — 620,366 11,950 117,482 2,579 6,681 — — — 276,350 1,721,577 632,316 120,061 6,681 — 3,728,015 91,071 3,819,086 4,616,232 93,815 4,710,047 Total liabilities and unitholders' equity 6,543,711 91,071 6,634,782 7,824,993 93,815 (1) Non-IFRS financial measure. 2,815,696 — 2,815,696 3,208,761 — 3,208,761 7,918,808 Back to top Back to top For the quarters ended December 31 Operating revenues Operating expenses Net operating income(2) Finance charges Trust administrative expenses Change in fair value of investment properties Share of joint ventures’ net income Transaction costs Impairment of goodwill Derecognition of goodwill Loss before income taxes Income taxes Current Deferred 47 47 47 2018(1) 2017 Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(2) $ Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(2) $ 176,073 4,043 (84,945) (1,645) 180,116 (86,590) 91,128 2,398 93,526 (36,393) (1,003) (6,106) (276,160) (13) (299) 1,083 (1,083) (37,396) (6,119) — (2,866) (120,389) (3,278) (2,866) (120,389) (3,278) (352,981) (372) — (372) — — — — — — — — 207,418 3,779 (96,931) (1,612) 110,487 (42,839) (11,408) 2,167 (989) (6) 211,197 (98,543) 112,654 (43,828) (11,414) (276,459) (616,354) (1,064) (617,418) 108 (108) — — (26,989) — — — (26,989) (586,995) — 5,739 5,739 (581,256) — — — — — — — — (352,981) (586,995) (372) — (372) — 5,739 5,739 (353,353) (581,256) Net loss and comprehensive income (353,353) (1) Results for the year ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. For the years ended December 31 2018(1) 2017 Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(2) $ Consolidated financial statements $ Joint ventures $ Cominar's proportionate share(2) $ Operating revenues Operating expenses Net operating income(2) Finance charges Trust administrative expenses Change in fair value of investment properties 734,650 16,445 751,095 835,489 13,351 848,840 (362,186) (6,952) (369,138) (399,452) (5,802) (405,254) 372,464 9,493 381,957 436,037 7,549 443,586 (152,237) (3,968) (23,255) (267,098) (50) (299) (156,205) (23,305) (267,397) (168,752) (3,449) (25,977) (616,354) (44) 1,220 (172,201) (26,021) (615,134) Share of joint ventures’ net income 5,176 (5,176) — 5,276 (5,276) Transaction costs Impairment of goodwill Derecognition of goodwill Loss before income taxes Income taxes Current Deferred (22,847) (120,389) (3,872) (212,058) (6,763) 6,539 (224) Net loss and comprehensive income (212,282) — — — — — — — — (22,847) (120,389) (3,872) — — (26,989) (212,058) (396,759) (6,763) 6,539 (224) — 5,034 5,034 (212,282) (391,725) — — — — — — — — — — — (26,989) (396,759) — 5,034 5,034 (391,725) (1) Results for the year ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. Back to top Back to top 48 Performance Analysis FINANCIAL POSITION Financial Position The following table indicates the changes in assets and liabilities as well as in unitholders’ equity as at December 31, 2018, and December 31, 2017, as shown in our consolidated financial statements: 48 48 As at December 31 Assets Investment properties Income properties Properties under development Land held for future development Investment properties held for sale Investments in joint ventures Goodwill Accounts receivable Prepaid expenses and other assets Cash and cash equivalents Total assets Liabilities Mortgages payable Debentures Bank borrowings Accounts payable and accrued liabilities Deferred tax liabilities Current tax liabilities Total liabilities Unitholders' equity Unitholders' equity Total liabilities and unitholders' equity Mortgages payable related to the investment properties held for sale 123 276,350 (276,227) 2018 $ 2017 $ $Δ %Δ 6,058,191 6,239,383 (181,192) 34,293 93,750 37,692 91,580 (3,399) 2,170 6,186,234 6,368,655 (182,421) 188,727 1,143,500 (954,773) 92,468 15,721 41,162 17,901 1,498 86,299 6,169 139,982 (124,261) 62,956 16,673 6,928 (21,794) 1,228 (5,430) 6,543,711 7,824,993 (1,281,282) 1,742,104 1,873,776 (131,672) 1,722,586 1,721,577 1,009 152,950 103,347 142 6,763 620,366 (467,416) 117,482 (14,135) 6,681 — (6,539) 6,763 3,728,015 4,616,232 (888,217) (2.9) (9.0) 2.4 (2.9) (83.5) 7.1 (88.8) (34.6) 7.4 (78.4) (16.4) (7.0) (100.0) 0.1 (75.3) (12.0) (97.9) 100.0 (19.2) 2,815,696 6,543,711 3,208,761 (393,065) 7,824,993 (1,281,282) (12.2) (16.4) Back to top Back to top Results of Operations The following table highlights our results of operations for the fiscal years ended December 31, 2018 and 2017, as shown in our consolidated financial statements: For the periods ended December 31 Operating revenues Operating expenses Net operating income(2) Finance charges Trust administrative expenses Quarter 2018(1) $ 2017 $ 176,073 207,418 (84,945) (96,931) 91,128 (36,393) (6,106) 110,487 (42,839) (11,408) Change in fair value of investment properties (276,160) (616,354) Year 2018(1) $ 2017 $ 734,650 835,489 (362,186) (399,452) 372,464 436,037 (152,237) (168,752) (23,255) (25,977) (267,098) (616,354) %Δ (15.1) (12.4) (17.5) (15.0) (46.5) (55.2) Share of joint ventures’ net income Transaction costs Impairment of goodwill Derecognition of goodwill 1,083 (2,866) (120,389) 108 902.8 5,176 5,276 — — (100.0) (100.0) (87.9) (22,847) (120,389) — — (3,872) (26,989) (3,278) (26,989) %Δ (12.1) (9.3) (14.6) (9.8) (10.5) (56.7) (1.9) (100.0) (100.0) (85.7) Loss before income taxes (352,981) (586,995) (39.9) (212,058) (396,759) (46.6) Income taxes Current Deferred (372) — (372) — 5,739 5,739 (100.0) (100.0) (106.5) (6,763) 6,539 (224) — (100.0) 5,034 5,034 29.9 (104.4) Net loss and comprehensive income (353,353) (581,256) (39.2) (212,282) (391,725) (45.8) (1) Results for periods ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. Operating Revenues For the periods ended December 31 Quarter 2018(1) $ 2017 $ %Δ Operating revenues – Financial statements 176,073 207,418 (15.1) Operating revenues – Joint ventures 4,043 3,779 7.0 Year 2017 $ 835,489 13,351 2018(1) $ 734,650 16,445 %Δ (12.1) 23.2 Operating revenues – Cominar's proportionate share(2) 180,116 211,197 (14.7) 751,095 848,840 (11.5) (1) Operating revenues for periods ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. During fiscal 2018, operating revenues according to the consolidated financial statements decreased by 12.1% [11.5% according to Cominar’s proportionate share] compared with fiscal 2017. This $100.8 million decrease resulted mainly from $7.7 million of growth in same property operating revenues combined with a $108.5 million decrease attributable to properties sold in 2017 and 2018. 49 49 49 Back to top Back to top 50 50 50 For the periods ended December 31 Quarter 2018 $ 2017 $ Same property portfolio – Financial statements 175,005 172,284 Same property portfolio – Joint ventures Same property portfolio(1) – Cominar’s proportionate share(2) 3,944 3,779 178,949 176,063 Year 2017 $ 694,267 13,351 2018 $ 701,968 16,261 %Δ 1.1 21.8 718,229 707,618 1.5 %Δ 1.6 4.4 1.6 Acquisitions, developments and dispositions – Financial statements Acquisitions, developments and dispositions – Joint ventures Operating revenues – Cominar’s proportionate share(2) 1,068 35,134 (97.0) 32,682 141,222 (76.9) 99 — 100.0 184 — 100.0 180,116 211,197 (14.7) 751,095 848,840 (11.5) (1) The same property portfolio includes the properties owned by Cominar as at December 31, 2016, except for the properties sold in 2017 and 2018, but does not include the results of properties acquired and those under development in 2017 and 2018. (2) Non-IFRS financial measure. During fiscal 2018, operating revenues of the same property portfolio according to the financial statements increased by 1.1% [1.5% increase according to Cominar’s proportionate share] compared with fiscal 2017. These increases mainly come from a $9.9 million increase in the office segment due to the 0.6% increase in the average in-place occupancy rate, and from a $6.1 million increase in the industrial and flex segment, mainly attributable to the average growth of 5.6% in the average net rent of renewed leases. These increases were partially offset by decreased operating revenues for the retail segment, due to the 4.2% decline in the average in-place occupancy rate for the period. This decrease is largely attributable to the closing of Sears stores. The chart below presents Cominar’s operating revenues, according to the consolidated financial statements, over the past 10 years. 5 7 1 , 9 8 8 ) 2 ( 2 8 9 6 6 8 , ) 2 ( 9 8 4 5 3 8 , ) 2 ( 0 5 6 4 3 7 , 4 8 8 9 3 7 , 3 5 0 2 6 6 , , 7 3 5 4 6 5 1 4 7 7 1 3 , ) 1 ( 3 6 0 2 6 2 , 5 8 3 2 8 2 , Operating Revenues 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (1) Amount not restated under IFRS, determined in accordance with Canadian GAAP before changeover. (2) Decrease in operating revenues due mainly to the dispositions of income properties of $1.151 billion in 2018 ($104.4 million in 2017 and $117.0 million in 2016.) Back to top Back to top Net Operating Income Although net operating income (“NOI”) is not an IFRS financial measure, it is widely used in the real estate industry to assess operating performance. We define it as operating income before changes in the fair value of investment properties, share of joint ventures’ net income, finance charges, transaction costs, trust administrative expenses, impairment of goodwill, derecognition of goodwill and income taxes. This definition may differ from that of other entities and, therefore, Cominar’s NOI may not be comparable to similar measures presented by such other entities. For the periods ended December 31 Net operating income(2) – Financial statements Net operating income(2) – Joint ventures Net operating income – Cominar’s proportionate share(2) Quarter 2018(1) $ 91,128 2,398 2017 $ 110,487 2,167 %Δ (17.5) 10.7 Year 2018(1) $ 2017 $ 372,464 436,037 9,493 7,549 %Δ (14.6) 25.8 93,526 112,654 (17.0) 381,957 443,586 (13.9) (1) Net operating income for periods ended December 31, 2018 has been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. During fiscal 2018, NOI according to Cominar’s proportionate share decreased by 13.9% from fiscal 2017. This $61.6 million decrease resulted mainly from $3.5 million growth in same property portfolio combined with a $65.2 million decrease attributable to the properties sold in 2017 and 2018. For the periods ended December 31 Same property portfolio – Financial statements Same property portfolio – Joint ventures Same property portfolio(1) – Cominar’s proportionate share(2) Acquisitions, developments and dispositions – Financial statements Acquisitions, developments and dispositions – Joint ventures Net operating income – Cominar’s proportionate share(2) Quarter 2018 $ 90,775 2,336 2017 $ 89,973 2,168 93,111 92,141 %Δ 0.9 7.7 1.1 Year 2018 $ 2017 $ 357,190 355,551 9,377 7,552 %Δ 0.5 24.2 366,567 363,103 1.0 353 20,514 (98.3) 15,274 80,486 (81.0) 62 (1) (6,300.0) 116 (3) (3,966.7) 93,526 112,654 (17.0) 381,957 443,586 (13.9) (1) The same property portfolio includes the properties owned by Cominar as at December 31, 2016, except for the properties sold in 2017 and 2018, but does not include the results of properties acquired and those under development in 2017 and 2018. (2) Non-IFRS financial measure. Same property net operating income according to Cominar’s proportionate share increased by 1.0% during fiscal 2018 from fiscal 2017. Part of this increase comes from the office segment, which performed well with a 3.5% increase, including 2.2%, 8.4% and 1.4% in the Montreal, Québec City, and Ottawa markets, respectively, and the industrial and flex segment, with a 4.0% increase, including 2.3% and 8.7% in the Montreal and Québec City markets, respectively. The increase in the office segment is due mainly to the 0.6% increase in its average in-place occupancy rate for the year ended December 31, 2018 when compared to the same period of 2017. The industrial and flex segment showed an increase in same property net operating income due mainly to an average increase of 5.6% in the average net rent of renewed leases in 2018. Conversely, the retail segment decreased by 3.4% due to a 4.2% decline in the average in-place occupancy rate for the fiscal year when compared to fiscal 2017. This decrease in the in-place occupancy rate is largely attributable to the closing of Sears stores. 51 51 51 Back to top Back to top 52 52 52 The chart below presents Cominar’s net operating income based on the consolidated financial statements over the past 10 years. 8 8 4 7 8 4 , ) 2 ( 9 0 6 8 6 4 , ) 2 ( 7 3 0 6 3 4 , ) 2 ( 4 6 4 2 7 3 , 9 7 2 , 1 1 4 , 0 1 2 8 6 3 5 1 8 7 1 3 , 9 0 7 4 8 1 , 8 5 7 4 6 1 , ) 1 ( 9 5 9 4 5 1 , Net Operating Income 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (1) Amount not restated under IFRS, determined in accordance with Canadian GAAP before changeover. (2) Decrease in net operating income due mainly to the dispositions of income properties of $1.151 billion in 2018 ($104.4 million in 2017 and $117.0 million in 2016.) Segment Net Operating Income Cominar analyzes its segmented results of operations taking into account the proportionate share of its joint ventures to assess the operating performance of its investment properties and pays particular attention to the performance of its same property portfolio. The latter includes properties held by Cominar as at December 31, 2016, with the exception of properties sold in 2017 and 2018, and does not include the results of properties acquired and those under development during 2017 and 2018. By Operating Segment For the periods ended December 31 Operating segment Office Retail Industrial and flex Net operating income – Cominar’s proportionate share(2) Distribution: Same property portfolio Other portfolio Total Quarter 2018(1) $ 36,727 33,724 23,075 2017 $ 46,137 41,600 24,917 %Δ (20.4) (18.9) (7.4) Year 2018(1) $ 2017 $ 152,017 138,471 91,469 183,272 162,818 97,496 %Δ (17.1) (15.0) (6.2) 93,526 112,654 (17.0) 381,957 443,586 (13.9) 93,111 415 92,141 20,513 93,526 112,654 1.1 (98.0) (17.0) 366,567 15,390 381,957 363,103 80,483 443,586 1.0 (80.9) (13.9) (1) Net operating income for periods ended December 31, 2018 has been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. (2) Non-IFRS financial measure. Back to top Back to top Same property net operating income increased by 1.0% during the fiscal year and is distributed as follows by operating segment: For the periods ended December 31 Operating segment Office Retail Industrial and flex Same property net operating income – Cominar’s proportionate share(1) (1) Non-IFRS financial measure. Quarter 2018 $ 36,767 33,728 22,616 2017 $ 35,331 34,471 22,339 %Δ 4.1 (2.2) 1.2 Year 2018 $ 2017 $ 143,868 134,773 87,926 138,990 139,587 84,526 %Δ 3.5 (3.4) 4.0 93,111 92,141 1.1 366,567 363,103 1.0 Same property net operating income according to Cominar’s proportionate share increased by 1.0% during fiscal 2018 relative to fiscal 2017. Part of this increase comes from the office segment, which performed well with a $4.9 million increase, including $1.8 million, $2.8 million and $0.3 million in the Montreal, Québec City and Ottawa markets, respectively, and the industrial and flex segment, with a $3.4 million increase, including $1.4 million and $2.0 million in the Montreal and Québec City markets, respectively. The increase in the office segment is due mainly to the 0.6% increase in the average in-place occupancy rate for the year ended December 31, 2018 when compared to fiscal 2017. The industrial and flex segment showed an increase in same property net operating income due mainly to an average increase of 5.6% in the average net rent of renewed leases in 2018. Conversely, the retail segment decreased by $4.8 million due to a 4.2% decline in the average in-place occupancy rate for the fiscal year when compared to 2017. This decline in the average in-place occupancy rate is largely attributable to the closing of Sears stores. Average In-Place Occupancy Rate of Same Property Portfolio For the periods ended December 31 2018 2017 Δ 2018 2017 Δ Quarter Year Operating segment Office Retail Industrial and flex Total 85.8% 86.3% 92.4% 88.6% 85.5% 87.7% 92.9% 89.1% 0.3 (1.4) (0.5) (0.5) 85.7% 84.8% 91.2% 87.7% 85.1% 89.0% 91.5% 88.8% 0.6 (4.2) (0.3) (1.1) For the periods ended December 31 2018 2017 Δ 2018 2017 Δ Quarter Year Geographic market Montreal Québec City Ottawa(1) Total 88.8% 90.8% 78.0% 88.6% 89.3% 91.0% 80.4% 89.1% (0.5) (0.2) (2.4) (0.5) 87.4% 90.6% 78.0% 87.7% 88.7% 90.1% 83.6% 88.8% (1.3) 0.5 (5.6) (1.1) (1) For presentation purposes, the Gatineau area is included in the Ottawa geographic market. 53 53 53 Back to top Back to top 54 54 Same Property Net Operating Income – Cominar’s Proportionate Share Same Property Net Operating Income – Cominar’s Proportionate Share Quarter For the periods ended December 31 2018 Quarter 2017 54 54 Year Year 2017 2017 38.3% 38.4% 38.3% 23.3% 38.4% 23.3% 100.0% 2018 2018 39.2% 36.8% 39.2% 24.0% 36.8% 24.0% 100.0% 2018 39.5% 36.2% 39.5% 24.3% 36.2% 24.3% 100.0% 2017 38.4% 37.4% 38.4% 24.2% 37.4% 24.2% 100.0% 100.0% 100.0% 100.0% 100.0% For the periods ended December 31 Operating segment Office Operating segment Retail Office Industrial and flex Retail Same property net operating income – Industrial and flex Cominar’s proportionate share(1) Same property net operating income – Cominar’s proportionate share(1) (1) Non-IFRS financial measure. (1) Non-IFRS financial measure. Same Property Net Operating Income by Operating Segment By Geographic Market By Geographic Market For the periods ended December 31 For the periods ended December 31 Geographic market Montreal Geographic market Québec City Montreal Ottawa(1) Québec City Quarter 2018 $ 2018 $ Quarter 2017 $ 2017 $ 59,555 58,156 26,798 59,555 6,758 26,798 26,981 58,156 7,004 26,981 7,004 92,141 92,141 Same property net operating income – Ottawa(1) Cominar’s proportionate share(2) Same property net operating income – Cominar’s proportionate share(2) (1) For presentation purposes, the Gatineau area is included in the Ottawa geographic market. (2) Non-IFRS financial measure. (1) For presentation purposes, the Gatineau area is included in the Ottawa geographic market. (2) Non-IFRS financial measure. 6,758 93,111 93,111 Office 39.2% Retail 36.8% Industrial and Flex 24.0% Year Year 2017 $ 2017 $ 232,494 103,171 232,494 27,438 103,171 27,438 363,103 2018 $ 2018 $ 234,734 106,209 234,734 25,624 106,209 25,624 366,567 366,567 363,103 %Δ %Δ 1.0 2.9 1.0 (6.6) 2.9 (6.6) 1.0 1.0 %Δ %Δ 2.4 (0.7) 2.4 (3.5) (0.7) (3.5) 1.1 1.1 During fiscal 2018, the Québec City market experienced the strongest growth in net operating income, mainly due to the 4.2% increase in the average net rent of renewed leases combined with a 0.5% increase in average in-place occupancy rate for the year ended During fiscal 2018, the Québec City market experienced the strongest growth in net operating income, mainly due to the 4.2% increase December 31, 2018 when compared to fiscal 2017, followed by the Montreal market with a 1.7% increase in average net rent of in the average net rent of renewed leases combined with a 0.5% increase in average in-place occupancy rate for the year ended renewed leases combined with a decrease of 1.3% in the average in-place occupancy rate in 2018 when compared to 2017. The December 31, 2018 when compared to fiscal 2017, followed by the Montreal market with a 1.7% increase in average net rent of Ottawa market had a more difficult time due to a 5.6% decline in the average in-place occupancy rate for the fiscal year when compared renewed leases combined with a decrease of 1.3% in the average in-place occupancy rate in 2018 when compared to 2017. The to 2017. The closing of three Sears stores was responsible for the decreases in the average in-place occupancy rate of 1.3% in the Ottawa market had a more difficult time due to a 5.6% decline in the average in-place occupancy rate for the fiscal year when compared Montreal market, and 5.2% at Galeries de Hull in the Ottawa region. to 2017. The closing of three Sears stores was responsible for the decreases in the average in-place occupancy rate of 1.3% in the Montreal market, and 5.2% at Galeries de Hull in the Ottawa region. Back to top Back to top Same Property Net Operating Income – Cominar’s Proportionate Share For the periods ended December 31 2018 2017 2018 2017 Quarter Year Market Montreal Québec City Ottawa(1) 64.0% 28.8% 7.2% 63.1% 29.3% 7.6% 64.0% 29.0% 7.0% 64.0% 28.4% 7.6% 100.0% 100.0% 100.0% 100.0% (1) For presentation purposes, the Gatineau area is included in the Ottawa geographic market. Same Property Net Operating Income by Geographic Market Montreal 64.0% Québec City 29.0% Ottawa 7.0% Change in Fair Value of Investment Properties Cominar presents its investment properties in the consolidated financial statements according to the fair value model. Fair value is determined based on evaluations performed using management’s internal estimates (based on current market data) and by independent real estate appraisers, plus capital expenditures made during the period, if applicable, or according to definitive agreements to sell investment properties. External valuations were carried out by independent national firms holding a recognized and relevant professional qualification and having recent experience in the location and category of the investment properties being valued. As per Cominar’s policy on valuing investment properties, during fiscal 2018, management revalued the entire real estate portfolio and determined that a net decrease of $267.4 million (taking into account a downward adjustment of $0.3 million in the joint ventures) was necessary to adjust the carrying amount of investment properties to their fair value [decrease of $615.1 million in 2017]. The change in fair value related to investment properties still being held as at December 31, 2018 amounted to $260.9 million. In 2018, the fair value of investment properties derived from external valuations or sources amounted to 19.1% [28% in 2017] of the total fair value of all investment properties. 55 55 55 Back to top Back to top 56 56 56 The following table presents, in summary form, the changes in fair value for the entire Cominar portfolio according to the items in the financial statements for 2018: Income properties Québec City $ Montreal $ Ottawa $ Properties under development and land held for future development $ Investment properties available for sale $ Total according to financial statements $ Share in joint ventures $ Total – Cominar's proportionate share(1) $ Operating segment Office Retail Industrial and flex (3,211) 84,354 — (59,451) (171,657) (12,169) (653) (758) (19,857) (263,787) (1,212) — 80,385 — 3,604 (57,576) (26,201) (3,523) — (83,696) 913 (82,783) (264,999) 80,385 Total (59,058) (144,879) (38,370) (4,934) (19,857) (267,098) (299) (267,397) (1) Non-IFRS financial measure. The following table presents, in summary form, the changes in fair value as a percentage for the entire Cominar portfolio according to the items in the financial statements as at December 31, 2018: Income properties Québec City Montreal Ottawa Properties under development and land held for future development Investment properties available for sale Total according to financial statements Share in joint ventures Total – Cominar's proportionate share(1) Operating segment Office Retail Industrial and flex 0.1% (0.9%) — (0.8%) (2.5%) 1.2% (0.4%) (0.2%) — (0.1%) — — Total (0.9%) (2.1%) (0.6%) (0.1%) (1) Non-IFRS financial measure. — (0.3%) — (0.3%) (1.2%) (3.9%) 1.2% (3.9%) — — — — (1.2%) (3.9%) 1.2% (3.9%) Internally appraised investment properties have been valued mainly using the capitalized net operating income method. Externally valued investment properties have been valued either with the capitalized net operating income method and/or the discounted cash flow method. Here is a description of these methods and the key assumptions used: Capitalized net operating income method – Under this method, capitalization rates are applied to stabilized net operating income in order to comply with current valuation standards. The stabilized net operating income represents adjusted net operating income for items such as management expenses, occupancy rates, the recognition of leases on a straight-line basis and other non-recurring items. The key factor is the capitalization rate for each property or property type. Cominar regularly receives publications from national firms dealing with real estate activity and trends. Such market data reports include different capitalization rates by property type and geographical area. Discounted cash flow method – Under this method, the expected future cash flows are discounted using an appropriate rate based on the risk of the property. Expected future cash flows for each investment property are based upon, but not limited to, rental income from current leases, budgeted and actual expenses, and assumptions about rental income from future leases. Discount and capitalization rates are estimated using market surveys, available appraisals and market comparables. To the extent that the capitalization rate ranges change from one reporting period to the next, or if another rate within the provided ranges is more appropriate than the rate previously used, the fair value of investment properties increases or decreases accordingly. The change in the fair value of investment properties is reported in the results. As required under IFRS, Cominar has determined that an increase or decrease in 2018 of 0.1% in the applied capitalization rates for the entire real estate portfolio, except for the investment properties held for sale, would result in a decrease or increase of approximately $101.1 million [$103.4 million in 2017] in the fair value of its investment properties. Capitalization and discount rates used in both the internal and external valuations are consistent. Back to top Back to top Weighted Average Capitalization and Discount Rates As at December 31 2018 Québec City Montreal Ottawa Weighted average rate 2017 Weighted average rate Office properties Capitalized net operating income method Capitalization rate Discounted cash flow method Capitalization rate Discount rate Retail properties Capitalized net operating income method Capitalization rate Discounted cash flow method Capitalization rate Discount rate Industrial and flex properties Capitalized net operating income method Capitalization rate Discounted cash flow method Capitalization rate Discount rate Total Capitalized net operating income method Capitalization rate Discounted cash flow method Capitalization rate Discount rate Finance Charges For the periods ended December 31 Interest on mortgages payable Interest on debentures Interest on bank borrowings Amortization of deferred financing costs and other costs Amortization of fair value adjustments on assumed indebtedness Less: Capitalized interest(1) Total finance charges – Financial statements 5.8% 5.9% 6.2% 5.9% 5.8% 6.3% 5.0% 5.8% S.O. S.O. 5.2% 5.9% 6.7% 5.9% 6.4% 6.2% 7.5% 8.0% 5.7% 6.5% 6.9% 6.1% 7.3% 7.8% 5.4% 5.9% N/A N/A N/A N/A N/A 5.8% 6.6% 6.3% 5.7% 6.2% 6.4% 6.0% 6.3% 6.1% 6.3% 6.8% 5.4% 6.1% N/A N/A 5.5% 6.2% 6.2% 5.8% 6.3% 6.1% 5.8% 6.2% 6.8% 6.5% 7.2% 6.3% 5.9% 6.3% Quarter Year 2018 $ 17,801 18,275 1,550 2017 $ 22,329 18,298 5,696 %Δ (20.3) (0.1) (72.8) 2018 $ 77,404 73,084 7,929 2017 $ 89,007 77,952 14,867 %Δ (13.0) (6.2) (46.7) 757 636 19.0 3,000 2,763 8.6 (68) (1,922) 36,393 (1,385) (2,735) 42,839 (95.1) (29.7) (15.0) (1,440) (7,740) (5,577) (10,260) 152,237 168,752 (74.2) (24.6) (9.8) Percentage of operating revenues 20.7% 20.7% Weighted average interest rate on total debt 20.7% 4.14% 20.2% 4.10% (1) Includes capitalized interest on properties under development and on major revitalization projects for income properties that take place over a substantial period of time. The decrease in finance charges during fiscal 2018, compared with fiscal 2017, is mainly due to the decrease in mortgages payable and bank borrowings following the $1.14 billion sale of a 95 non-core property portfolio on March 27, 2018. 57 57 57 Back to top Back to top 58 58 58 Trust Administrative Expenses For the periods ended December 31 Salaries and other benefits Compensation expense related to long-term incentive plan Professional fees Costs associated with public companies Governance and strategic alternatives consulting fees Other fees Total Adjusted Trust administrative expenses(1)(2) Quarter Year 2018 $ 2017 $ %Δ 2018 $ 2017 $ %Δ 3,276 9,078 (63.9) 11,840 18,366 (35.5) 684 230 220 310 1,386 6,106 5,061 718 335 226 — 1,051 11,408 (4.7) (31.3) (2.7) 100.0 31.9 (46.5) 2,372 809 711 3,839 3,684 23,255 2,103 1,440 771 — 3,297 25,977 12.8 (43.8) (7.8) 100.0 11.7 (10.5) 6,008 (15.8) 18,681 20,577 (9.2) (1) Excludes severance allowances and governance and strategic alternatives consulting fees. (2) Non-IFRS financial measure. During fiscal 2018, Trust administrative expenses amounted to $23.3 million, compared to $26.0 million for fiscal 2017. This decrease is due mainly to the $6.5 million decrease in salaries and other benefits, related mainly to a $5.4 million severance allowance paid in 2017 following the end of employment of the Chief Executive Officer, offset by non-recurring charges of $3.8 million for governance and strategic alternatives consulting fees and $0.7 million of severance to an executive. Impairment and Derecognition of Goodwill During fiscal 2018, Cominar transferred 40 investment properties to investment properties held for sale. A portion of goodwill, in the amount of $3.9 million, associated with these properties has been allocated to the assets held for sale and then has been subject to derecognition. The derecognized goodwill was distributed as follows: $1.7 million for the office segment, $2.0 million for the retail segment and $0.1 million for the industrial and flex segment. As at December 31, 2017, a portion of goodwill in the amount of $27.0 million, associated with the property portfolio of 95 non-core investment properties, was allocated to the assets held for sale and then was subject to derecognition. At year-end, Cominar tested its assets for impairment of goodwill by determining the recoverable value of the net assets of each group of CGUs and comparing it to the carrying amount, including goodwill. As at December 31, 2018, the recoverable value of CGUs was determined based on the value in use and calculated by discounting future net operating income expected to be generated from continuing use. For fiscal years 2019 to 2029, net operating income projections are based on management’s budget projections supported by past experience, assuming a stable increase in net operating income. The discount and capitalization rates are estimated based on each segment’s weighted average capitalization rate. Following testing, Cominar recorded a $120.4 million impairment of goodwill for the office and retail segments as at December 31, 2018. As at that date, goodwill for the industrial and flex segment was not impaired. Office properties $ Retail properties $ Balance as at January 1, 2017 Transfer to investment properties held for sale Balance as at December 31, 2017 Transfer to investment properties held for sale Impairment of goodwill Balance as at December 31, 2018 98,073 (18,577) 79,496 (1,725) (77,771) — 51,212 (6,564) 44,648 (2,030) (42,618) Industrial and flex properties $ Total $ 17,686 166,971 (1,848) (26,989) 15,838 139,982 (117) (3,872) — (120,389) — 15,721 15,721 Back to top Back to top Transaction Costs As part of the $1.14 billion sale of a portfolio of 95 non-core properties on March 27, 2018, as well as the other property sales in the fiscal year, Cominar incurred a total of $22.8 million in transaction costs. The following table summarizes these costs: For the periods ended December 31 Brokerage fees Professional fees Assumed head leases Penalties on debt repayment Closing adjustments Other Total Net Income For the periods ended December 31 Quarter 2017 $ — — — — — — — 2018 $ 90 538 — — 2,083 155 2,866 %Δ 100.0 100.0 — — 100.0 — 100.0 Year 2017 $ — — — — — — — 2018 $ 5,790 2,912 4,201 945 8,244 755 22,847 %Δ 100.0 100.0 100.0 100.0 100.0 100.0 100.0 Quarter Year 2018 $ 2017 $ %Δ 2018 $ 2017 $ %Δ Net loss (353,353) (581,256) (39.2) (212,282) (391,725) (45.8) Net loss per unit (basic and diluted) Weighted average number of units outstanding (basic and diluted)(1) (1.94) (3.14) (38.2) (1.17) (2.13) (45.1) 182,067,023 185,289,552 182,156,628 184,213,583 (1) The calculation of the diluted weighted average number of units outstanding used in the calculation of net loss per unit for the periods ended December 31, 2017 and 2018 does not take into account the effect of the conversion of options, performance unit, deferred units and restricted units, due to the fact that they are antidilutive. Net loss for fiscal 2018 amounted to $212.3 million, compared to a net loss of $391.7 million for fiscal 2017. This result reflects a $63.5 million decrease in net operating income, a $16.5 million decrease in finance charges (these changes are attributed mainly to the sale of a portfolio of 95 non-core properties on March 27, 2018), a $2.7 million decrease in trust administrative expenses, a $349.3 million decrease in the fair value of investment properties, transaction costs of $22.8 million, a $120.4 million impairment of goodwill and a $23.1 million decrease in the derecognition of goodwill. Adjusted Net Income Adjusted net income is not an IFRS financial measure. The calculation method used by Cominar may differ from those used by other entities. Cominar calculates an adjusted net income to eliminate the change in fair value of investment properties, the impairment and derecognition of goodwill, which are non-monetary and have no impact on cash flows, as well as trust administrative expenses and transaction costs which are non-recurring. 59 59 59 Back to top Back to top 60 For the periods ended December 31 Net loss Change in fair value of investment properties(2) Impairment of goodwill Derecognition of goodwill Transaction costs Severance allowance Governance and strategic alternatives consulting fees Quarter 2018(1) $ 2017 $ (353,353) (581,256) 617,418 — 26,989 — 5,400 276,459 120,389 3,278 2,866 735 310 60 60 Year 2018 $ 2017 $ (212,282) (391,725) 267,397 120,389 3,872 22,847 735 615,134 — 26,989 — 5,400 %Δ (45.8) (56.5) 100.0 (85.7) 100.0 (86.4) %Δ (39.2) (55.2) 100.0 (87.9) 100.0 (86.4) — — 3,839 — 100.0 Adjusted net income(3) 50,684 68,551 (26.1) 206,797 255,798 (19.2) Adjusted net income per unit (diluted)(3) Weighted average number of units outstanding (diluted) 0.28 0.37 (24.3) 1.13 1.39 (18.7) 182,253,193 185,493,800 182,322,596 184,356,722 (1) Adjusted net income for periods ended December 31, 2018 has been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. Includes Cominar’s proportionate share in joint ventures (2) (3) Non-IFRS financial measure. Adjusted net income for fiscal 2018 decreased by $49.0 million from fiscal 2017, due mainly to a $63.5 million decrease in net operating income resulting mainly from the sale of a portfolio of 95 non-core properties on March 27, 2018, partially offset by a $16.5 million decrease in finance charges. Funds from Operations and Adjusted Funds from Operations Although the concepts of funds from operations (“FFO”) and adjusted funds from operations (“AFFO”) are not IFRS financial measures, they are widely used in the real estate investment trust industry. REALpac defines FFO as net income (calculated in accordance with IFRS), adjusted for, among other things, changes in the fair value of investment properties, deferred taxes and income taxes related to a disposition of properties, the derecognition and impairment of goodwill, initial and re-leasing salary costs, adjustments relating to the accounting of joint ventures under the equity method and transaction costs incurred upon a business combination or a disposition of properties. REALpac defines AFFO as FFO net of rental revenue derived from the recognition of leases on a straight-line basis, capital expenditures for maintaining the ability to generate income and leasing costs. FFO and AFFO are not a substitute for net income established in accordance with IFRS when measuring Cominar’s performance. While our methods of calculating FFO and AFFO comply with REALpac recommendations, they may differ from and not be comparable to those used by other entities. The fully diluted weighted average number of units outstanding used for the calculation of FFO and AFFO takes into account the potential issuance of units under the long-term incentive plan, when dilutive. Back to top Back to top The following table presents a reconciliation of net loss, as determined in accordance with IFRS, and FFO and AFFO: Funds from Operations and Adjusted Funds from Operations For the periods ended December 31 Net loss Taxes on dispositions of properties Deferred income taxes Initial and re-leasing salary costs Change in fair value of investment properties(2) Capitalizable interest on properties under development – joint ventures Transaction costs Impairment of goodwill Derecognition of goodwill Funds from operations(2)(3) Governance and strategic alternatives consulting fees Severance allowances Quarter 2018(1) $ 2017 $ (353,353) (581,256) 372 — 713 (5,739) (100.0) — 882 276,459 617,418 159 2,866 120,389 3,278 50,883 198 — — 26,989 58,492 %Δ (39.2) 100.0 (19.2) (55.2) (19.7) 100.0 100.0 (87.9) (13.0) Year 2018(1) $ 2017 $ (212,282) (391,725) 6,763 (6,539) 3,348 — (5,034) 3,532 %Δ (45.8) 100.0 29.9 (5.2) 267,397 615,134 (56.5) 621 22,847 120,389 3,872 793 — — 26,989 206,416 249,689 (21.7) 100.0 100.0 (85.7) (17.3) 100.0 (86.4) 310 735 — — 5,400 (86.4) 3,839 735 — 5,400 Recurring funds from operations(2)(3) 51,928 63,892 (18.7) 210,990 255,089 (17.3) Provision for leasing costs Recognition of leases on a straight-line basis(2) Capital expenditures – maintenance of rental income generating capacity Recurring adjusted funds from operations(2)(3) Per unit information: Recurring funds from operations (FD)(3)(4) Recurring adjusted funds from operations (FD)(3)(4) Weighted average number of units outstanding (FD)(4) Payout ratio of recurring adjusted funds from operations(3)(4) (7,613) (1,020) (3,203) 40,092 0.28 0.22 (6,583) (1,554) (4,127) 51,628 15.6 (34.4) (22.4) (22.3) (29,225) (2,036) (25,820) (4,027) 13.2 (49.4) (15,004) (9,415) 59.4 164,725 215,827 (23.7) 0.34 (17.6) 0.28 (21.4) 1.16 0.90 1.38 (15.9) 1.17 (23.1) 182,253,193 185,493,800 182,322,596 184,356,722 81.8% 101.8% 87.8% 113.9% (1) FFO and AFFO for the periods ended December 31, 2018 have been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 for a total consideration of $1.14 billion. Including Cominar’s proportionate share in joint ventures. (2) (3) Non-IFRS financial measure. (4) Fully diluted. Recurring FFO for fiscal 2018 decreased by $44.1 million from fiscal 2017, due mainly to the $49.0 million decrease in adjusted net income explained above, that is due mainly to the sale of a portfolio of 95 non-core properties on March 27, 2018, offset by $6.7 million in taxes on dispositions of properties. Recurring AFFO for fiscal 2018 decreased by $51.1 million compared with fiscal 2017, due mainly to the $44.1 million decrease in recurring AFFO explained above, and due to the $3.4 million increase in the provision for leasing costs and the $5.6 million increase in the capital expenditures to maintain rental income generating capacity. 61 61 61 Back to top Back to top 62 Track Record of Recurring Funds from Operations per Unit For the years ended December 31 Recurring funds from operations (FD)(1)(2) (1) Fully diluted. (2) Non-IFRS financial measure. 2018 $ 1.16 2017 $ 1.38 2016 $ 1.61 2015 $ 1.79 2014 $ 1.88 The chart below presents Cominar’s recurring funds from operations over the past 10 years. 62 62 0 5 1 , 5 5 2 5 5 8 5 2 2 , , 0 5 4 0 0 2 0 4 2 2 0 3 , ) 2 ( 0 7 5 8 7 2 , ) 2 ( 9 8 0 5 5 2 , ) 2 ( 0 9 9 0 1 2 , 7 2 9 , 1 1 1 3 7 0 3 0 1 , ) 1 ( 2 7 9 3 9 , Recurring Funds from Operations 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (1) Amount not restated under IFRS, determined in accordance with Canadian GAAP before changeover. (2) Decrease in recurring funds from operations due mainly to the dispositions of income properties [$1.151 billion in 2018, $104.4 million in 2017 and $117.0 million in 2016.] Back to top Back to top Track Record of Recurring Adjusted Funds from Operations per Unit Track Record of Recurring Adjusted Funds from Operations per Unit For the years ended December 31 For the years ended December 31 Recurring adjusted funds from operations (FD)(1)(2) Recurring adjusted funds from operations (FD)(1)(2) (1) Fully diluted. (1) Fully diluted. 63 63 63 63 2017 $ 2017 $ 1.17 1.17 2016 $ 2016 $ 1.40 1.40 2015 $ 2015 $ 1.57 1.57 2014 $ 2014 $ 1.65 1.65 2018 $ 2018 $ 0.90 0.90 The chart below presents Cominar’s recurring adjusted funds from operations over the past 10 years. The chart below presents Cominar’s recurring adjusted funds from operations over the past 10 years. 8 9 3 4 2 2 , 6 4 7 7 9 1 , 4 4 9 6 6 1 , 0 3 4 5 6 2 , ) 2 ( 8 3 9 , 1 4 2 ) 2 ( 7 2 8 5 1 2 , ) 2 ( 5 2 7 4 6 1 , 5 8 6 , 1 9 0 9 0 9 9 , ) 1 ( 0 4 9 8 7 , Recurring Adjusted Funds from Operations 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (1) Amount not restated under IFRS, determined in accordance with Canadian GAAP before changeover. (2) Decrease in recurring adjusted funds from operations due mainly to the dispositions of income properties [$1.151 billion in 2018, $104.4 million in 2017 and $117.0 million (1) Amount not restated under IFRS, determined in accordance with Canadian GAAP before changeover. (2) Decrease in recurring adjusted funds from operations due mainly to the dispositions of income properties [$1.151 billion in 2018, $104.4 million in 2017 and $117.0 million in 2016.] in 2016.] Provision for Leasing Costs Provision for Leasing Costs The provision for leasing costs which Cominar deducts in computing the AFFO represents the amortization, over the terms of the The provision for leasing costs which Cominar deducts in computing the AFFO represents the amortization, over the terms of the leases, of leasehold improvements and initial direct costs, which include brokerage fees incurred when negotiating and preparing leases, of leasehold improvements and initial direct costs, which include brokerage fees incurred when negotiating and preparing leases. This allows for better reconciliation of the investments made with the operating revenues generated over the terms of the leases. This allows for better reconciliation of the investments made with the operating revenues generated over the terms of the leases. During the fiscal year ended December 31, 2018, the actual costs incurred by Cominar were $49.8 million in leasehold leases. During the fiscal year ended December 31, 2018, the actual costs incurred by Cominar were $49.8 million in leasehold improvements and $10.7 million in initial direct costs that are amortized over the terms of the related leases, while the amortization improvements and $10.7 million in initial direct costs that are amortized over the terms of the related leases, while the amortization of leasing costs for the year ended December 31, 2018 amounted to $29.2 million. of leasing costs for the year ended December 31, 2018 amounted to $29.2 million. For the periods ended December 31 For the periods ended December 31 Leasehold improvements Initial direct costs Leasehold improvements Proportionate share of joint ventures Initial direct costs Quarter Quarter 2018 $ 2018 $ 9,632 2,851 9,632 85 2,851 2017 $ 2017 $ 6,283 5,323 6,283 550 5,323 Proportionate share of joint ventures Actual leasing costs – Cominar's proportionate share(1) Amortization of leasing costs in the calculation of AFFO(2) Actual leasing costs – Cominar's proportionate share(1) Amortization of leasing costs in the calculation of AFFO(2) (1) See the reconciliation of capital expenditures as per the financial statements in section “Acquisitions, Investments and Dispositions”. (2) (1) See the reconciliation of capital expenditures as per the financial statements in section “Acquisitions, Investments and Dispositions”. (2) Including Cominar’s proportionate share in joint ventures. Including Cominar’s proportionate share in joint ventures. 85 12,568 7,613 12,568 550 12,156 6,583 12,156 7,613 6,583 Year Year 2018 $ 2018 $ 49,801 10,662 49,801 723 10,662 723 61,186 29,225 61,186 29,225 2017 $ 2017 $ 39,248 13,095 39,248 742 13,095 742 53,085 25,820 53,085 25,820 Back to top Back to top 64 64 64 Capital Expenditures – Maintenance of Rental Income Generating Capacity The $15.0 million of capital expenditures related to maintenance of rental income generating capacity for the fiscal year ended December 31, 2018 ($9.4 million in 2017) corresponds to management’s estimate of the non-income generating portion of actual expenditures incurred primarily for major maintenance and repair expenditures, for example, some common areas, roofing, parking, façades, base building preparation, as well as the replacement of equipment. In order to establish the allocation of capital expenditures to maintenance of rental income generating capacity and the allocation increasing rental income generating capacity, Cominar analyses the work carried out according to its nature (common areas, roofing, parking, façades, equipment, etc.), the age and location of the properties, the operating segment, market conditions as well as historical data. Capital expenditures related to maintenance of rental income generating capacity do not include current repair and maintenance costs, as they are already included in determining net operating income. Capital expenditures incurred for our income properties, including investment properties held for sale, designed to create, improve or increase net operating income are considered as a way of increasing rental income generating capacity and constitute investment activities for Cominar (see the “Investment in income properties” section). The calculations of AFFO and ACFO do not take into account these capital expenditures aiming to increase rental income generating capacity. For the periods ended December 31 Work for common areas, roofing, parking, base building preparation, etc. Facade renovation Other Proportionate share of joint ventures' capital expenditures Capital expenditures – increase of rental income generating capacity Capital expenditures – maintenance of rental income generating capacity(1) (1) Including Cominar’s proportionate share in joint ventures. Quarter 2018 $ 9,985 3,921 2,489 278 2017 $ 12,281 3,410 2,399 126 Year 2018 $ 63,391 10,398 11,459 978 2017 $ 70,658 11,254 13,071 761 16,673 18,216 86,226 95,744 3,203 4,127 15,004 9,415 Back to top Back to top Adjusted Cash Flow from Operations During the first quarter of 2017, REALpac published a White Paper on the determination of adjusted cash flow from operations (“ACFO”). The ACFO are intended to be used as a measure of a company’s ability to generate stable cash flows. The ACFO do not replace the cash flows provided by operating activities as per the consolidated financial statements prepared in accordance with IFRS. Our method to determine the ACFO complies with REALpac recommendations but may differ from and not be comparable to that used by other entities. The fully diluted weighted average number of units outstanding for the calculation of ACFO takes into account the potential issuance of units under the long-term incentive plan, when dilutive. The following table presents a reconciliation of the cash flows provided by operating activities as per the consolidated financial statements with recurring ACFO: For the periods ended December 31 Cash flows provided by operating activities as per the condensed interim consolidated financial statements Adjustments – investments in joint ventures Provision for leasing costs Initial and re-leasing salary costs Changes in adjusted non-cash working capital items(3) Capital expenditures – maintenance of rental income generating capacity Amortization of deferred financing costs and other costs Amortization of fair value adjustments on assumed mortgages payable Transaction costs Capitalizable interest on properties under development – joint ventures Adjusted cash flow from operations(2)(4) Governance and strategic alternative consulting fees Severance allowance Recurring adjusted cash flow from operations(2)(4) Per unit information: Quarter 2018(1) $ 74,118 439 (7,613) 713 2017 $ 81,471 1,138 (6,583) 882 (28,417) (27,011) (3,203) (758) 68 2,866 159 38,372 310 735 39,417 (4,127) (636) 1,385 — 198 46,717 — 5,400 52,117 Year 2018(1) $ 182,939 4,534 (29,225) 3,348 (14,017) (15,004) (3,002) 1,440 22,847 621 2017 $ 233,225 3,720 (25,820) 3,532 2,447 (9,415) (2,763) 5,577 — 793 154,481 211,296 3,839 735 — 5,400 159,055 216,696 Recurring adjusted cash flow from operations (FD)(4)(5) 0.22 0.28 0.87 1.18 Weighted average number of units outstanding (FD)(5) 182,253,193 185,493,800 182,322,596 184,356,722 Payout ratio(4)(5) 81.8% 101.8% 90.8% 112.9% (1) Adjusted cash flow from operations for the periods ended December 31, 2018 has been affected by the sale of 95 non-core properties to Slate during the first quarter of 2018 (2) (3) for a total consideration of $1.14 billion. Including Cominar’s proportionate share in joint ventures. Includes working capital changes that, in management’s view and based on the REALpac February 2017 whitepaper, are not indicative of sustainable cash flow available for distribution. Examples include, but are not limited to, working capital changes relating to prepaid realty taxes and insurance, interest payable, sales taxes and other indirect taxes payable to or receivable from applicable governments, income taxes and transaction cost accruals relating to acquisitions and dispositions of investment properties. (4) Non-IFRS financial measure. (5) Fully diluted. 65 65 65 Back to top Back to top 66 66 66 Distributions Cominar is governed by a Contract of Trust whereby the trustees, under the discretionary power attributed to them, intend to distribute a portion of Cominar’s distributable income to unitholders. Distributable income generally means net income determined in accordance with IFRS, before adjustments to fair value, transaction costs, rental revenue derived from the recognition of leases on a straight-line basis, the provision for leasing costs, gains on the disposition of investment properties, changes to goodwill and certain other items not affecting cash, if applicable. Distributions to Unitholders For the periods ended December 31 Cash distributions Distributions reinvested under the distribution reinvestment plan(1) Distributions to unitholders Quarter Year 2018 $ 2017 $ %Δ 2018 $ 2017 $ %Δ 32,749 52,792 (38.0) 143,730 206,753 (30.5) — — — — 39,770 (100.0) 32,749 52,792 (38.0) 143,730 246,523 (41.7) Percentage of distributions reinvested Per unit distributions — — 0.1800 0.2850 — 0.7900 16.1% 1.3325 (1) This amount includes units to be issued under the plan upon payment of distributions. Distributions to unitholders for fiscal 2018 totalled $143.7 million, down 41.7% from fiscal 2017, due to the decrease in monthly distribution from $0.1225 per unit to $0.095 per unit announced on August 3, 2017 and the decrease in distribution from $0.095 per unit to $0.06 per unit announced on March 7, 2018, beginning with the distribution of March 2018 paid in April 2018. These decreases in distributions enabled Cominar to reduce its recurring AFFO distribution ratio from 113.9% for the fiscal year ended December 31, 2017, to 87.8% for the fiscal year ended December 31, 2018. The distribution reinvestment plan has been suspended since August 3, 2017. In accordance with CSA guidelines, Cominar also provides the following table to allow readers to assess sources of cash distributions and how they reconcile to net income: For the periods ended December 31 Net income (net loss) Cash flows provided by operating activities – Financial statements Distributions to unitholders Surplus (deficit) of cash flows provided by operating activities compared with distributions to unitholders 2018 (three months) $ 2018 (twelve months) $ 2017 (twelve months) $ 2016 (twelve months) $ (353,353) (212,282) (391,725) 241,738 74,118 32,749 182,939 143,730 233,225 246,523 284,090 254,456 41,369 39,209 (13,298) 29,634 For the three-month and twelve-month periods ended December 31, 2018, cash flows provided by operating activities presented surpluses of $41.4 million and $39.2 million, respectively, over distributions to unitholders. Back to top Back to top The chart below presents Cominar’s distributions over the past 10 years. 67 67 67 1.470 (1) 1.470 (1) 1.3325 (1) 5 9 2 , 1 5 2 6 5 4 4 5 2 , ) 2 ( 3 2 5 6 4 2 , 1.453 (1) , 5 7 3 3 0 2 1.440 (1) 7 7 9 2 8 1 , 1.440 (1) 1 2 0 4 6 1 , 0.790 (1) ) 3 ( 0 3 7 3 4 1 , 1.440 (1) 1.440 (1) 1.440 (1) 4 5 1 , 4 7 7 2 0 7 8 , 7 6 5 5 9 , Distributions Paid 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 (1) Amount of the distribution in dollars per unit. (2) On August 3, 2017, Cominar decreased the monthly distribution to $0.095 per unit, or $1.14 per unit on an annualized basis. (3) On March 7, 2018, Cominar decreased the monthly distribution to $0.06 per unit, or $0.72 per unit on an annualized basis. Liquidity and Capital Resources During fiscal 2018, Cominar generated $182.9 million in cash flows provided by operating activities (financial statements). Cominar foresees no difficulty in meeting its short-term obligations and its commitments, including the monthly payment of distributions, using the funds from operations, refinancing of mortgages payable and amounts available on its credit facility which stood at $547.1 million as at December 31, 2018. Debt Management Cominar spreads the maturities of its debt instruments over a number of years to manage the interest rate and refinance risk, and to provide flexibility in maintaining the overall debt level of the portfolio, taking into account availability of financing, market conditions, as well as the financial terms of the leases that produce its cash flows. Cominar finances itself primarily with long-term, fixed-rate debt and seeks to maintain a conservative debt to gross book value ratio of its assets. As at December 31, 2018, Cominar had a 55.3% debt ratio consisting of mortgages, senior unsecured debentures and bank loans less cash and cash equivalents. Mortgages represented approximately 48.2% of total debt, senior unsecured debentures represented approximately 47.6%, while bank borrowings represented approximately 4.2%. As at December 31, 2018, the weighted average annual contractual rate for mortgages was 4.03% and the residual weighted average remaining term of the mortgages was 5.0 years. The weighted average contractual rate on senior unsecured debentures was 4.23%. During fiscal 2018, the Bank of Canada raised its key interest rate by 0.25% on three occasions. As at December 31, 2018, 94.5% of Cominar’s total debt was fixed rate and 5.5% was variable rate, therefore the interest rate increases had little impact on Cominar’s finance charges. Back to top Back to top 68 Debt Summary As at December 31 Mortgages payable Debentures Bank borrowings Total debt Cash and cash equivalents Net debt Mortgages Payable 2018 Weighted average contractual rate 4.03% 4.23% 4.40% 4.14% 1.70% $ 1,742,227 1,722,586 152,950 3,617,763 (1,498) 3,616,265 Residual weighted average term 5.0 years 2.2 years 0.7 year 3.5 years 2017 Weighted average contractual rate 4.22% 4.23% 3.30% 4.10% 1.70% $ 2,150,126 1,721,577 620,366 4,492,069 (6,928) 4,485,141 Residual weighted average term 4.8 years 3.2 years 1.7 year 3.7 years As at December 31, 2018, the balance of mortgages payable was $1,742.2 million, down $407.9 million from $2,150.1 million as at December 31, 2017. This decrease is explained by new mortgages payable of $347.5 million at a weighted average contractual rate of 4.02%, by repayments of $596.6 million at a weighted average contractual rate of 4.66%, by monthly repayments of capital totalling $50.8 million, and by the transfer of mortgages payable totalling $106.0 million at a weighted average contractual rate of 3.72% as part of the sale of a portfolio of 95 non-core properties to Slate during the first quarter of 2018. As at December 31, 2018, the weighted average contractual rate was 4.03%, down 19 basis points from 4.22% as at December 31, 2017. As at December 31, 2018, the effective weighted average interest rate was 4.11%, compared to 3.95% as at December 31, 2017. Cominar’s mortgages payable contractual maturities are staggered over a number of years to reduce risks related to renewal. As at December 31, 2018, the residual weighted average term of mortgages payable was 5.0 years, compared to 4.8 years as at December 31, 2017. The following table shows mortgage contractual maturities for the specified years: Contractual Maturities of Mortgages Payable For the years ending December 31 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 and thereafter Total Repayment of principal $ Balances at maturity $ 48,273 50,129 44,365 37,173 33,251 24,842 17,864 6,914 5,063 1,743 5,299 2,257 80,974 326,177 184,248 292,489 181,733 23,234 288,510 50,968 30,836 11,649 Total $ 50,530 131,103 370,542 221,421 325,740 206,575 41,098 295,424 56,031 32,579 16,948 274,916 1,473,075 1,747,991 Weighted average contractual rate 6.63% 4.34% 4.25% 3.35% 4.61% 4.08% 3.58% 3.52% 3.85% 4.48% 4.19% 4.03% 68 68 Back to top Back to top 69 69 69 Senior Unsecured Debentures The following table presents the features of Cominar’s senior unsecured debentures: Date of issuance Contractual interest rate Effective interest rate December 2012(1) 4.23% 4.37% Dates of interest payments Nominal value as at December 31, 2018 $ Maturity date June 4 and December 4 December 2019 May 2 and 300,000 May 2013 4.00% 4.24% November 2 November 2020 100,000 July 2013(2) 4.941% 4.81% September 2014 3.62% 3.70% December 2014 4.25% 4.34% June 2015 4.164% 4.25% May 2016 4.247% 4.23% 4.34% 4.29% July 27 and January 27 December 21 and June 21 July 2020 300,000 June 2019 300,000 June 8 and December 8 December 2021 200,000 June 1 and December 1 May 23 and November 23 June 2022 300,000 May 2023 225,000 1,725,000 Series 2 Series 3 Series 4 Series 7 Series 8 Series 9 Series 10 Weighted average interest rate Total (1) Re-opened in February 2013 ($100.0 million). (2) Re-opened in January 2014 ($100.0 million) and March 2014 ($100.0 million). As at December 31, 2018, the residual weighted average term of senior unsecured debentures was 2.2 years. Bank Borrowings As at December 31, 2018, Cominar had an unsecured renewable operating and acquisition credit facility of up to $700.0 million maturing in August 2019. This credit facility bears interest at the prime rate plus 110 basis points or at the bankers’ acceptance rate plus 210 basis points. This credit facility contains certain restrictive covenants, with which Cominar was in compliance as at December 31, 2018 and December 31, 2017. As at December 31, 2018, bank borrowings totalled $153.0 million and availability on the credit facility was $547.0 million. Subsequent to the year ended December 31, 2018, Cominar requested a reduction of the maximum amount of the unsecured revolving operating and acquisition credit facility from $700.0 million to $500.0 million. Debt Ratio The following table presents the changes in the debt ratio: As at December 31 Cash and cash equivalents Mortgages payable Debentures Bank borrowings Total net debt Total assets less cash and cash equivalents Debt ratio(1)(2) 2018 $ (1,498) 1,742,227 1,722,586 152,950 3,616,265 2017 $ (6,928) 2,150,126 1,721,577 620,366 4,485,141 6,542,213 7,818,065 55.3% 57.4% (1) The debt ratio is equal to the total of cash and cash equivalents, bank borrowings, mortgages payable and debentures, divided by total assets less cash and cash equivalents. (2) This ratio is not defined by IFRS and may differ from similar measures presented by other entities. As at December 31, 2018, Cominar’s debt ratio stood at 55.3%, down 2.1% from December 31, 2017. This decrease is due mainly to the use of the net proceeds from the sale of 95 non-core properties on March 27, 2018 for $1.140 billion, which was partially used to reduce mortgage loans by $321.6 million, while $106.0 million were assumed by the purchaser, and to repay $549.7 million in bank loans. Back to top Back to top 70 70 70 Debt/EBITDA Ratio The debt to earnings before interest, income taxes, depreciation and amortization (“EBITDA”) ratio is widely used in the real estate industry and measures Cominar’s ability to pay down its debts. Cominar defines EBITDA as net operating income minus adjusted Trust administrative expenses and recognition of leases on a straight-line basis. The following table presents the changes in debt/EBITDA ratio: As at December 31 Mortgages payable Debentures Bank borrowings Total debt Net operating income Adjusted Trust administrative expenses(1) Recognition of leases on a straight-line basis EBITDA Debt/EBITDA ratio(2) (1) Excludes governance and strategic alternatives consulting fees as well as the severance allowance paid to an executive officer. (2) This ratio is not defined by IFRS and may differ from similar measures presented by other entities. As at December 31, 2018, the debt/EBITDA ratio was 10.3x (10.9x as at December 31, 2017). Interest Coverage Ratio The following table presents the interest coverage ratio: As at December 31 Net operating income Adjusted Trust administrative expenses(1) Finance charges Interest coverage ratio(2) 2018 $ 1,742,227 1,722,586 152,950 3,617,763 372,464 (18,681) (2,030) 351,753 10,3x 2017 $ 2,150,126 1,721,577 620,366 4,492,069 436,037 (20,577) (3,941) 411,519 10,9x 2018 $ 372,464 (18,681) 353,783 152,237 2.32:1 2017 $ 436,037 (20,577) 415,460 168,752 2.46:1 (1) Excludes governance and strategic alternatives consulting fees as well as the severance allowance paid to an executive officer. (2) This ratio is not defined by IFRS and may differ from similar measures presented by other entities. The interest coverage ratio is used to assess Cominar’s ability to pay interest on its total debt from operating revenues. As at December 31, 2018, the annualized interest coverage ratio stood at 2.32:1, evidence of its capacity to meet its interest payment obligations. Back to top Back to top Unencumbered Assets and Unsecured Debts The following table presents information on Cominar’s unencumbered income properties and unsecured debts: As at December 31 2018 2017 Number of properties Fair value of properties ($) Number of properties Fair value of properties ($) Unencumbered income properties(1) 291 2,864,637 334 3,347,839 Unencumbered assets to unsecured net debt ratio(2)(3) Unsecured debts-to-net-debt ratio(3)(4) 1.53:1 51.8% 1.43:1 52.1% Includes investment properties held for sale. (1) (2) Fair value of unencumbered income properties divided by the unsecured net debt. (3) These ratios are not defined by IFRS and may differ from similar measures presented by other entities. (4) Unsecured debts divided by net debt. As at December 31, 2018, Cominar owned unencumbered income properties whose fair value was approximately $2.9 billion. The unencumbered assets to unsecured net debt ratio stood at 1.53:1, well above the required ratio of 1.30:1 contained in the restrictive covenant of the outstanding debentures. Off-Balance Sheet Arrangements and Contractual Commitments Cominar has no off-balance sheet arrangements that have or are likely to have a material impact on its results of operations or its financial position, including its cash position and sources of financing. Cominar has no significant contractual commitments other than those arising from its long-term debt and payments due under construction contracts and emphyteutic leases on land held for income properties. Readers are referred to note 31 of the consolidated financial statements for the fiscal year ended December 31, 2018. Financial Instruments Classification and Fair Value Cominar uses a three-level hierarchy to classify its financial instruments. The hierarchy reflects the relative weight of inputs used in the valuation of financial assets and liabilities at fair value. The levels in the hierarchy are: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) • Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs) Cominar’s policy is to recognize transfers between hierarchy levels on the date of changes in circumstances that caused the transfer. There was no transfer between hierarchy levels in fiscal years 2018 and 2017. The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities and bank borrowings approximates the carrying amount since they are short-term in nature or bear interest at current market rates. The fair value of mortgages payable and debentures has been estimated based on current market rates for financial instruments with similar terms and maturities. 71 71 71 Back to top Back to top 72 72 72 Financial liabilities and their carrying amounts and fair values, when the fair values do not approximate the carrying amounts, are classified as follows: As at December 31 Financial liabilities Mortgages payable Debentures 2018 Carrying amount $ Fair value $ 2017 Carrying amount $ Fair value $ Level 2 2 1,742,227 1,722,586 1,764,084 1,703,866 2,150,126 1,721,577 2,153,043 1,739,278 Risk Management The main risks arising from Cominar’s financial instruments are credit risk, interest rate risk and liquidity risk. The strategy for managing these risks is summarized below. Credit risk Credit risk arises from the possibility that tenants may experience financial difficulty and be unable to fulfill their lease commitments. Cominar mitigates credit risk via segment and geographic portfolio diversification, staggered lease maturities, and diversification of revenue sources through a varied tenant mix as well as by avoiding dependence on any single tenant by ensuring that no individual tenant contributes a significant portion of the operating revenues and by conducting credit assessments on all new tenants. Cominar has a broad, highly diversified client base consisting of about 3,900 clients occupying an average of approximately 9,000 square feet each. The top three clients, Société québécoise des infrastructures, Public Works Canada and Canadian National Railway Company, account respectively for approximately 5.8%, 4.4% and 3.2% of operating revenues from several leases with staggered maturities. The stability and quality of cash flows from operating activities are enhanced by the fact that approximately 14.4% of operating revenues come from government agencies, representing approximately 100 leases. Cominar regularly assesses its accounts receivable and records an expected credit loss for accounts when there is a risk of non- collection. The maximum credit risk to which Cominar is exposed corresponds to the carrying amount of its accounts receivable and cash and cash equivalents position. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cominar’s objective in managing this risk is to minimize the net impact on future cash flows. Cominar reduces its exposure to interest rate risk by staggering the maturities of its borrowings over several years and by generally using long-term debt bearing interest at fixed rates. Accounts receivable, except for the receivables bearing interest, and accounts payable and accrued liabilities do not bear interest. Almost all mortgages payable and all debentures bear interest at fixed rates. Cominar is exposed to interest rate fluctuations mainly due to bank borrowings, which bear interest at variable rates. As required under IFRS, a 25-basis-point increase or decrease in the average interest rate on variable interest debts during the period, assuming that all other variables are held constant, would have resulted in a $0.5 million increase or decrease in Cominar’s net loss for the fiscal year ended December 31, 2018 [$1.2 million in 2017]. Liquidity risk Liquidity risk is the risk that Cominar will be unable to meet its financial obligations as they come due. Cominar manages this risk by the management of its capital structure, the continuous monitoring of current and projected cash flows and adherence to its capital management policy. Back to top Back to top Undiscounted contractual cash flows (interest and principal) related to financial liabilities as at December 31, 2018 were as follows: 73 73 73 Mortgages payable Debentures Bank borrowings Accounts payable and accrued liabilities(1) (1) Excludes sales taxes and other non-financial liabilities Under one year $ 131,411 667,491 156,867 92,644 Cash flows One to five years $ 1,292,539 1,225,498 — — Over five years $ 726,609 — — — Property Portfolio The following table presents information on the property portfolio, including Cominar’s proportionate share: As at December 31 Income properties – Cominar’s proportionate share(1) Properties under development and land held for future development – Cominar’s proportionate share(1) Investment properties held for sale Number of income properties(2) Leasable area (sq. ft.)(2) (1) Non-IFRS financial measure. (2) Includes investment properties held for sale. Summary by Operating Segment As at December 31 Office Retail Industrial and flex Total Summary by Geographic Market As at December 31 Montreal Québec City Ontario - Ottawa(1) Total core markets Ontario - Toronto Atlantic Provinces Western Canada Total 2018 $ 2017 $ 6,224,956 6,402,858 143,835 188,727 145,253 1,143,500 428 525 38,127,000 44,370,000 %Δ (2.8) (1.0) (83.5) 2018 2017 Number of properties Leasable area (sq. ft.) Number of properties Leasable area (sq. ft.) 96 136 196 428 11,707,000 10,714,000 15,706,000 38,127,000 136 154 235 525 14,830,000 12,075,000 17,465,000 44,370,000 2018 2017 Number of properties Leasable area (sq. ft.) Number of properties Leasable area (sq. ft.) 281 126 20 427 — 1 — 25,327,000 10,264,000 2,476,000 38,067,000 — 60,000 — 282 127 20 429 24 58 14 25,420,000 10,253,000 2,476,000 38,149,000 2,466,000 2,647,000 1,108,000 428 38,127,000 525 44,370,000 (1) For presentation purposes, the Gatineau area is included in the Ottawa geographic market. Back to top Back to top 74 74 74 Acquisitions, Investments and Dispositions In accordance with our financial management policies on maintaining a sound and strong financial position over the long-term, Cominar developed a strategy of asset dispositions in order to focus on our core markets, while maintaining an appropriate allocation among our three business segments, namely, office properties, retail properties and industrial and flex properties, and geographic diversification of our property portfolio. Acquisition of Income Properties On June 20, 2018, Cominar acquired the former Sears building of approximately 144,000 square feet, which was a shadow tenant connected to Les Rivières shopping centre, in Trois-Rivières, Quebec, for total consideration of $3.5 million ($24 per square foot). On September 24, 2018, Cominar acquired, for $36.0 million, the land and superficies rights (the equivalent of air rights under Quebec law) related to a property in which Cominar had been leasing the superficies rights associated with its office building. The other superficies rights are leased by the operator of a hotel that shares the site. This acquisition is the result of a purchase option Cominar acquired as part of a transaction with Ivanhoé Cambridge in 2014. The acquisition of this land contributed to increasing the value of our property for an amount greater than the acquisition cost of the land. This acquisition also allowed us to increase our NOI in two ways; firstly, by the receipt of the rent payable by the hotel operator for the lease of the superficies rights related to the hotel, and secondly, by the cancellation of the rent previously payable by Cominar for the lease of the superficies rights related to the office building. Investments in Income Properties and Income Properties Held for Sale Cominar continues to invest in our investment properties in the normal course of business. Investments made include expansions, modernizations, modifications and upgrades to existing properties with a view to increasing or maintaining their rental income generating capacity. During fiscal 2018, Cominar incurred $160.2 million [$150.9 million in 2017] in capital expenditures specifically to increase the rental income generating capacity of its properties. These capital expenditures include, among others, investments of $57.8 million in revitalization and redevelopment, $1.6 million in property expansion, $63.4 million in work on common areas, roofing, parking, base building preparation, etc. and $10.4 million in facade renovation. Cominar also incurred $15.0 million [$9.4 million in 2017] in capital expenditures to maintain rental income generating capacity, consisting mainly of major maintenance and repair expenses, as well as property equipment replacements, which will garner benefits for Cominar for the coming years. These expenditures do not include current repair and maintenance costs, as these were charged to the results of operations. Finally, Cominar invested in leasehold improvements that aim to increase the value of its buildings through higher lease rates, as well as in other leasing costs, mostly brokerage fees and tenant inducements. The level of investment required may vary from quarter to quarter since it closely depends on lease renewals and the signing of new leases. It also depends on increases in rental space through acquired, expanded or upgraded properties, or rental space transferred from properties under development. In this respect, during fiscal 2018, Cominar made investments of $49.8 million in leasehold improvements and $10.7 million in leasing costs [$39.2 million in leasehold improvements and $13.1 million in leasing costs in 2017]. Back to top Back to top The following table shows the details of the capital expenditures reported in the financial statements with respect to our income properties (including investment properties held for sale): For the periods ended December 31 Capital expenditures – increase of rental income generating capacity Revitalization and redevelopment Property expansion Work for common areas, roofing, parking, preparation of base building, etc. Facade renovation Other Capital expenditures – maintenance of rental income generating capacity Total capital expenditures Leasehold improvements Leasing costs Total – Financial statements(1) Capital expenditures – Financial statements(1) Change in initial direct costs – Financial statements(1) Quarter Year 2018 $ 2017 $ %Δ 2018 $ 2017 $ 19,638 354 9,985 3,921 3,081 16,116 8,877 21.9 (96.0) 12,281 (18.7) 3,410 2,398 15.0 28.5 57,776 1,613 63,391 10,398 12,055 31,648 14,854 70,658 11,254 13,074 3,203 4,125 (22.4) 15,004 9,415 40,183 9,632 2,851 52,666 47,207 6,283 5,323 58,813 (14.9) 53.3 (46.4) (10.5) 160,237 150,903 49,801 10,662 39,248 13,095 220,700 203,246 %Δ 82.6 (89.1) (10.3) (7.6) (7.8) 59.4 6.2 26.9 (18.6) 8.6 49,815 53,490 (6.9) 210,038 190,151 10.5 2,851 5,323 (46.4) 10,662 13,095 (18.6) (1) Includes income properties and investment properties held for sale. Disposition of an Income Property On August 31, 2018, Cominar completed the sale of an industrial and flex property located in Saguenay, Quebec, for an amount of $2.9 million. The net proceeds from the sale of this property were used to repay a portion of the amounts outstanding under the credit facility. Disposition of Investment Properties Held for Sale In accordance with our asset disposal strategy to focus on our core markets, Cominar completed, on March 27, 2018, the sale of 95 non-core properties to Slate for $1.14 billion, of which 24 were located in the Toronto area, 57 in the Atlantic Provinces and 14 in Western Canada. Cominar's non-core portfolio represented 6.2 million square feet. The net proceeds from the sale of this property portfolio for $1.03 billion were used to repay $321.6 million in mortgages payable and a $75 million bridge loan, to reduce bank borrowings by $549.7 million and the balance was allocated to the Trust’s general needs. Summary of Sold Properties Operating segment Office Retail Industrial and flex Total Number of properties Leasable area sq. ft Fair value $ 35 23 37 95 2,815,000 1,630,000 1,716,000 6,161,000 597,052 381,707 161,241 1,140,000 75 75 75 Back to top Back to top 76 76 76 The following table presents detailed information on the properties sold as part of this transaction: Address Leasable area sq. ft. Operating segment Area 5500 North Service Road, Burlington, Ontario 95 Moatfield Drive, Toronto, Ontario 105 Moatfield Drive, Toronto, Ontario 225 Duncan Mill Road, Toronto, Ontario 6285 Northam Drive, Mississauga, Ontario 55 University Avenue, Toronto, Ontario 1113 Regent Street, Fredericton, New Brunswick 1115 Regent Street, Fredericton, New Brunswick 570 Queen Street, Fredericton, New Brunswick 371 Queen Street, Fredericton, New Brunswick 565 Priestman Street, Fredericton, New Brunswick 1133 Regent Street, Fredericton, New Brunswick 65 Regent Street, Fredericton, New Brunswick 1149 Smythe Street, Fredericton, New Brunswick 81 Albert Street, Moncton, New Brunswick 84 Chain Lake Drive, Halifax, Nova Scotia 330 Elmwood Drive, Moncton, New Brunswick 1 Agar Place, Saint John, New Brunswick 85 et 123 Halifax Street, Moncton, New Brunswick 1313 Barrington Street, Halifax, Nova Scotia 11 Akerley Boulevard, Dartmouth, Nova Scotia 1741 Brunswick Street, Halifax, Nova Scotia 32 Akerley Boulevard, Dartmouth, Nova Scotia 432 Queen Street, Fredericton, New Brunswick 720 28th Street N.E., Calgary, Alberta 221 62nd Avenue S.E., Calgary, Alberta 253 62nd Avenue S.E., Calgary, Alberta 6223 2nd Street S.E., Calgary, Alberta 6227 2nd Street S.E., Calgary, Alberta 4124 9th Street S.E., Calgary, Alberta 4411 6th Street S.E., Calgary, Alberta 700 2nd Street S.W., (Bldg 1110b) Calgary, Alberta 4000 4th Street S.E. (Bldg 200), Calgary, Alberta 4000 4th Street S.E. (Bldg 300), Calgary, Alberta 3600 4th Street S.E. (Bldg 100), Calgary, Alberta 129 Queensway East, Simcoe, Ontario 414 Old Highway #2, Trenton, Ontario 1571 Sandhurst Circle, Toronto, Ontario 1250 South Service Road, Mississauga, Ontario 1490 Dixie Road, Mississauga, Ontario 360 Pleasant Street, Miramichi, New Brunswick 900 Hanwell Road, Fredericton, New Brunswick 146-154 Main Street, Fredericton, New Brunswick 409 Elmwood Drive, Moncton, New Brunswick 86 Chain Lake Drive, Halifax, Nova Scotia 612 Windmill Road, Darmouth, Nova Scotia 1300 St-Peter Avenue, Bathurst, New Brunswick 11 Wright Street, Sackville, New Brunswick 118 Wyse Road, Dartmouth, Nova Scotia 950 Bedford Highway, Halifax, Nova Scotia 619 Sackville Drive, Sackville, Nova Scotia 24 Stavanger Drive, St. John's, Terre-Neuve 229 J.D. Gauthier Blvd., Shippagan, New Brunswick 231 J.D. Gauthier Blvd, Shippagan, New Brunswick 222,000 156,000 249,000 152,000 54,000 264,000 11,000 16,000 70,000 32,000 35,000 86,000 41,000 13,000 65,000 76,000 13,000 41,000 79,000 29,000 127,000 102,000 14,000 45,000 37,000 8,000 8,000 30,000 14,000 47,000 41,000 609,000 39,000 69,000 13,000 74,000 4,000 283,000 416,000 3,000 25,000 66,000 18,000 26,000 2,000 39,000 213,000 20,000 90,000 24,000 10,000 127,000 68,000 3,000 Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Office Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Western Canada Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Back to top Back to top Address 71 Cow Bay Road, Halifax, Nova Scotia 69 Cow Bay Road, Halifax, Nova Scotia 81 Cow Bay Road, Halifax, Nova Scotia 600 Manning Crossing, Edmonton, Alberta 1201 California Avenue, Brockville, Ontario 6300 Northwest Drive, Mississauga, Ontario 6280 Northwest Drive, Mississauga, Ontario 3415 American Drive, Mississauga, Ontario 3405 American Drive, Mississauga, Ontario 3403 American Drive, Mississauga, Ontario 3397 American Drive, Mississauga, Ontario 3395 American Drive, Mississauga, Ontario 3355 American Drive, Mississauga, Ontario 6295 Northam Drive, Mississauga, Ontario 6325 Northam Drive, Mississauga, Ontario 6305 Northam Drive, Mississauga, Ontario 6275 Northam Drive, Mississauga, Ontario 291 Industrial Drive, Saint John, New Brunswick 385 Wilsey Road, Fredericton, New Brunswick 50-110 Crown Street, Saint-John, New Brunswick 1080 Champlain Street, Dieppe, New Brunswick 115 Whiting Road, Fredericton, New Brunswick 140 MacNaughton Avenue, Moncton, New Brunswick 125 Whiting Road, Fredericton, New Brunswick 140 Alison Boulevard, Fredericton, New Brunswick 420 Wilsey Road, Fredericton, New Brunswick 440 Wilsey Road, Fredericton, New Brunswick 50 MacNaughton Avenue, Moncton, New Brunswick 245 Hilton Road, Fredericton, New Brunswick 727 Wilsey Road, Fredericton, New Brunswick 749 Wilsey Road, Fredericton, New Brunswick 520 Edinburgh Drive, Moncton, New Brunswick 699 Champlain Street, Dieppe, New Brunswick 120-140 Commerce Street, Moncton, New Brunswick 114 Price Street, Moncton, New Brunswick 33 Henri Dunant Street, Moncton, New Brunswick 24 Carr Crescent, Gander, Terre-Neuve 190 Alison Boulevard, Fredericton, New Brunswick 667 Barnes Drive, Halifax, Nova Scotia 640-820 28th Street N.E., Calgary, Alberta 560 Camiel Sys Street, Winnipeg, Manitoba 77 77 77 Leasable area sq. ft. Operating segment Area 5,000 5,000 5,000 12,000 94,000 26,000 21,000 31,000 20,000 19,000 46,000 16,000 113,000 42,000 77,000 34,000 50,000 33,000 32,000 33,000 37,000 17,000 38,000 44,000 47,000 19,000 45,000 20,000 18,000 14,000 16,000 38,000 10,000 66,000 183,000 118,000 60,000 29,000 29,000 138,000 43,000 6,161,000 Retail Retail Retail Retail Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Atlantic Provinces Atlantic Provinces Atlantic Provinces Western Canada Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Western Canada Western Canada On December 13, 2018, Cominar completed the sale of an office property located in the Montreal area, in Quebec, for a total selling price of $8.2 million. The net proceeds from the sale of this property were used to pay down part of Cominar’s debt. Investment Properties Held for Sale Cominar has engaged in a process to sell some income properties and expects to close these transactions within the next few months. During the quarter ended September 30, 2018, Cominar transferred 6 income properties having a value of $40.7 million to investment properties held for sale. During the quarter ended December 31, 2018, Cominar transferred 34 additional income properties having a value of $150.5 million to investment properties held for sale. Back to top Address Leasable area Operating segment Area 77 71 Cow Bay Road, Halifax, Nova Scotia 69 Cow Bay Road, Halifax, Nova Scotia 81 Cow Bay Road, Halifax, Nova Scotia 600 Manning Crossing, Edmonton, Alberta 1201 California Avenue, Brockville, Ontario 6300 Northwest Drive, Mississauga, Ontario 6280 Northwest Drive, Mississauga, Ontario 3415 American Drive, Mississauga, Ontario 3405 American Drive, Mississauga, Ontario 3403 American Drive, Mississauga, Ontario 3397 American Drive, Mississauga, Ontario 3395 American Drive, Mississauga, Ontario 3355 American Drive, Mississauga, Ontario 6295 Northam Drive, Mississauga, Ontario 6325 Northam Drive, Mississauga, Ontario 6305 Northam Drive, Mississauga, Ontario 6275 Northam Drive, Mississauga, Ontario 291 Industrial Drive, Saint John, New Brunswick 385 Wilsey Road, Fredericton, New Brunswick 50-110 Crown Street, Saint-John, New Brunswick 1080 Champlain Street, Dieppe, New Brunswick 115 Whiting Road, Fredericton, New Brunswick 140 MacNaughton Avenue, Moncton, New Brunswick 125 Whiting Road, Fredericton, New Brunswick 140 Alison Boulevard, Fredericton, New Brunswick 420 Wilsey Road, Fredericton, New Brunswick 440 Wilsey Road, Fredericton, New Brunswick 50 MacNaughton Avenue, Moncton, New Brunswick 245 Hilton Road, Fredericton, New Brunswick 727 Wilsey Road, Fredericton, New Brunswick 749 Wilsey Road, Fredericton, New Brunswick 520 Edinburgh Drive, Moncton, New Brunswick 699 Champlain Street, Dieppe, New Brunswick 120-140 Commerce Street, Moncton, New Brunswick 114 Price Street, Moncton, New Brunswick 33 Henri Dunant Street, Moncton, New Brunswick 24 Carr Crescent, Gander, Terre-Neuve 190 Alison Boulevard, Fredericton, New Brunswick 667 Barnes Drive, Halifax, Nova Scotia 640-820 28th Street N.E., Calgary, Alberta 560 Camiel Sys Street, Winnipeg, Manitoba 113,000 sq. ft. 5,000 5,000 5,000 12,000 94,000 26,000 21,000 31,000 20,000 19,000 46,000 16,000 42,000 77,000 34,000 50,000 33,000 32,000 33,000 37,000 17,000 38,000 44,000 47,000 19,000 45,000 20,000 18,000 14,000 16,000 38,000 10,000 66,000 183,000 118,000 60,000 29,000 29,000 138,000 43,000 6,161,000 Retail Retail Retail Retail Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Industrial and flex Atlantic Provinces Atlantic Provinces Atlantic Provinces Western Canada Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Greater Toronto Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Atlantic Provinces Western Canada Western Canada On December 13, 2018, Cominar completed the sale of an office property located in the Montreal area, in Quebec, for a total selling price of $8.2 million. The net proceeds from the sale of this property were used to pay down part of Cominar’s debt. 78 78 Investment Properties Held for Sale Cominar has engaged in a process to sell some income properties and expects to close these transactions within the next few months. During the quarter ended September 30, 2018, Cominar transferred 6 income properties having a value of $40.7 million to investment properties held for sale. 78 During the quarter ended December 31, 2018, Cominar transferred 34 additional income properties having a value of $150.5 million to investment properties held for sale. A portion of goodwill, in the amount of $3.9 million, associated with these properties has been allocated to the assets held for sale and then has been subject to derecognition. For the years ended December 31 2018 Office properties $ Retail properties $ Industrial and flex properties $ Total $ 2017 Total $ Investment properties and goodwill Balance, beginning of year Net transfers from income properties Transfers from properties under development and land held for future development Capitalized costs Change in fair value Dispositions Transfer of goodwill Derecognition of goodwill Balance, end of year 381,707 111,041 161,241 1,143,500 27,200 191,241 143,130 1,086,687 600,552 53,000 — 5,667 (3,531) — 645 (645) — 758 (758) — 7,070 (4,934) (605,202) (381,707) (161,241) (1,148,150) 1,725 (1,725) 2,030 (2,030) 117 (117) 3,872 (3,872) 50,486 111,041 27,200 188,727 1,143,500 For the years ended December 31 2018 Office properties $ Retail properties $ Industrial and flex properties $ Total $ Mortgages payable related to the investment properties held for sale Balance, beginning of the year Monthly repayments of principal 238,312 (2,112) 3,614 (32) 34,424 276,350 (256) (2,400) Repayments of balances (130,208) (3,582) (34,168) (167,958) Mortgages payable assumed by the purchaser (105,992) Transfer of mortgages payable related to investment properties held for sale Balance, end of year 123 123 — — — — — — (105,992) 10,000 — — (96,317) 26,989 (26,989) 2017 Total $ — — — — 123 123 276,350 276,350 Back to top Back to top The following table presents detailed information on the investment properties held for sale as at December 31, 2018: 79 79 79 Address 3773 Côte-Vertu Boulevard, Montreal, Quebec 7405 Trans-Canada Highway, Montreal, Quebec 3900 Côte-Vertu Boulevard, Montreal, Quebec 3950 Côte-Vertu Boulevard, Montreal, Quebec 7355 Trans-Canada Highway, Montreal, Quebec 5101 Buchan, Montreal, Quebec 375 Sir-Wilfrid-Laurier Boulevard, Mont-Saint-Hilaire, Quebec 325 Honorius-Charbonneau Boulevard, Mont-Saint-Hilaire, Quebec 768-790 Décarie Boulevard, Montreal, Quebec 1199 St. George Boulevard, Moncton, New Brunswick 1059-1095 Jean-Baptiste-Rolland Boulevard West, Saint-Jérôme, Quebec 1035-1049 Jean-Baptiste-Rolland Boulevard West, Saint-Jérôme, Quebec 1105-1135 Jean-Baptiste-Rolland Boulevard West, Saint-Jérôme, Quebec 1051-1055 Jean-Baptiste-Rolland Boulevard West, Saint-Jérôme, Quebec 1479-1481-1483-1485 Saint-Bruno Boulevard, Saint-Bruno, Quebec 1465 Saint-Bruno Boulevard, Saint-Bruno, Quebec 1475 Saint-Bruno Boulevard, Saint-Bruno, Quebec 1495 Saint-Bruno Boulevard, Saint-Bruno, Quebec 800 Claude-Jutras Boulevard, Saint-Bruno, Quebec 1011-1091 Saint-Bruno Boulevard, Saint-Bruno, Quebec 1101-1191 Saint-Bruno Boulevard, Saint-Bruno, Quebec 340-360 Sir-Wilfrid-Laurier Boulevard, Mont-Saint-Hilaire, Quebec 370-380 Sir-Wilfrid-Laurier Boulevard, Mont-Saint-Hilaire, Quebec 353-361 Sir-Wilfrid-Laurier Boulevard, 345 Honorius-Charbonneau Boulevard and 365 Sir-Wilfrid-Laurier Boulevard, Mont-Saint-Hilaire, Quebec 377-383 Sir-Wilfrid-Laurier Boulevard, Mont-Saint-Hilaire, Quebec 736 King Street East, Sherbrooke, Quebec 3005 King Street West, Sherbrooke, Quebec 170 Curé-Labelle Boulevard, Rosemère, Quebec 933 Armand Frappier, Sainte-Julie, Quebec 484 25th Avenue, Saint-Eustache, Quebec 101 Arthur-Sauvé Boulevard, Saint-Eustache, Quebec 1200 Place Nobel, Boucherville, Québec City, Quebec 324 Curé-Labelle Boulevard, Sainte-Thérèse, Quebec 255 Crémazie Boulevard West, Montreal, Quebec 2986 Saint-Charles Boulevard, Montreal, Quebec 7 Place du Commerce, Montreal, Quebec 4211-4219 Wellington Street, Montreal, Quebec 950 Jutras Boulevard East, Victoriaville, Quebec 4600 Sainte-Anne Boulevard, Québec City, Quebec 2400 Trans-Canada Highway, Pointe-Claire, Quebec Leasable area sq. ft. Operating segment 53,000 82,000 29,000 24,000 23,000 117,000 50,000 19,000 35,000 60,000 78,000 24,000 77,000 17,000 13,000 26,000 153,000 35,000 30,000 79,000 30,000 24,000 45,000 72,000 9,000 4,000 6,000 3,000 14,000 4,000 3,000 64,000 4,000 4,000 2,000 17,000 7,000 4,000 Office Office Office Office Office Office Office Office Office Office Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail Retail 39,000 121,000 1,500,000 Industrial and flex Industrial and flex Area Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Atlantic Provinces Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Montreal Québec City Québec City Montreal Properties Under Construction and Development Projects Société en commandite Bouvier-Bertrand (Québec City) Cominar and Groupe Dallaire, each having 50% ownership interest, are in joint venture for the purpose of developing retail land located on Highway 40, one of the main arteries of Québec City. It is expected that upon completion, this project, Espace Bouvier, will consist of an office building of 80,000 square feet and five retail buildings totalling approximately 191,500 square feet with more than 900 parking spaces. The office building was transferred to income properties at the end of the previous fiscal year. Its committed occupancy rate is currently 99%. The first retail building, a property of 65,000 square feet 100% leased by a single tenant, was delivered in December 2015. The second retail building, a property of 25,000 square feet 100% leased by a single tenant, was delivered in May 2016. The third retail building, a property of 9,000 square feet 100% leased by a single tenant, was completed and delivered to the tenant at the end of 2016. The fourth retail building, whose construction was completed during the first quarter of 2018 is 56% leased. Back to top Back to top 80 80 80 Its total leasable area is 34,500 square feet and its construction cost is $4.9 million. It is expected that the fifth retail building to be constructed will have a total leasable area of approximately 58,000 square feet. The expected weighted average yield on cost for all of these properties is estimated at 6.5%. Address 1020 Bouvier Street 1000 des Basses-Terres Street 1033 des Rocailles Street 1016 Bouvier Street 4825 Pierre-Bertrand Boulevard To come Operating segment Leasable area sq. ft. Committed Occupancy rate Office Retail Retail Retail Retail Retail/Office 80,000 65,000 25,000 9,000 34,500 58,000 271,500 99% 100% 100% 100% 56% N/A Société en commandite Chaudière-Duplessis – Ilot Mendel During the first quarter of 2017, Cominar commenced the development of Ilot Mendel, a new retail centre located at the intersection of Highways 40 and 540, two of the main arteries of Québec City, around the Swedish banner IKEA, which itself occupies just over 1 million square feet, including the parking areas. IKEA is already a major attraction at the new site. As announced by the competent authorities, the site should be served by the new public transit network (Tramway) according to the current route selected by the City of Québec. The retail portion of the project will cover an area of over 2.0 million square feet, surrounding the IKEA store. Cominar currently plans to develop approximately 14 buildings of various sizes to welcome approximately 25 clients, which, with time, will occupy an estimated area of approximately 500,000 square feet, the first phases of which will be delivered in the spring of 2020. Decathlon, a company specialized in the sale of sporting goods, is the first client to announce its arrival at the retail complex, with an expected opening (57,000 square feet) in the fall of 2019. A densification study is ongoing to evaluate the possibility of adding office and multi-residential uses to the project, in order to increase the total area. Investments in the retail portion of this project amounted to $53.6 million as at December 31, 2018. In addition, Cominar owns land located south of the retail project that is intended, among other things, for industrial purposes, with a potential developable area of 250,000 square feet. Société en commandite Marais (Québec City) Cominar, at 75%, and Groupe Dallaire, at 25%, are in joint venture for the purpose of developing 1,542,000 square feet of retail land located in Québec City, at the junction of Robert-Bourassa and Félix-Leclerc Highways, two easily accessible major arteries, giving it great visibility. The development of this site will depend on market conditions and on whether we obtain a change of zoning, if necessary. Real Estate Operations Occupancy Rate As at December 31, 2018, the average committed occupancy rate of our properties was 93.6%, compared to 92.6% as at December 31, 2017. The following table presents the occupancy rates by operating segment. Occupancy Rate Track Record Operating segment Office Retail Industrial and flex Portfolio total Committed occupancy rate at year end Committed In-place December 31, 2018 December 31, 2018 December 31, 2017 December 31, 2016 December 31, 2015 91.5% 93.8% 95.0% 93.6% 86.5% 85.5% 93.7% 89.2% 93.6% 84.4% 87.3% 91.4% 87.9% 92.6% 85.4% 88.4% 89.5% 87.9% 92.4% 87.0% 87.7% 90.2% 88.5% 91.9% Back to top Back to top During the fiscal year ended December 31, 2018, the in-place occupancy rate of the retail segment decreased from 87.3% as at December 31, 2017 to 85.5% as at December 31, 2018. This decrease is mainly attributable to the closing, during the first quarter, of two Sears stores located in Mail Champlain and Galeries Rive-Nord. The in-place occupancy rate of the office segment increased from 84.4% to 86.5%, while the in-place occupancy rate of the industrial and flex segment increased from 91.4% to 93.7%. The following table presents the committed and in-place occupancy rates as at December 31, 2018 by operating segment: Montreal Québec City Ottawa Total Committed In-place Committed In-place Committed In-place Committed In-place Operating segment Office Retail Industrial and flex Portfolio total 89.0% 95.0% 94.7% 93.1% 84.6% 87.1% 93.6% 89.5% 97.1% 92.7% 96.1% 95.1% 93.2% 86.0% 93.8% 90.5% 92.4% 84.0% N/A 91.5% 83.9% 55.4% N/A 79.5% 91.5% 93.8% 95.0% 93.6% 86.5% 85.5% 93.7% 89.2% Committed occupancy rate refers to the leasable area occupied by clients to which we add the leasable area of signed leases which have not started yet divided by the area of the portfolio excluding the spaces under redevelopment. This data highlights the area considered to be leased over the area that is actually available for lease. In-place occupancy rate refers to the leasable area occupied by clients, divided by the portfolio’s leasable area. This data highlights the leasable area that currently generates rental income. The variance between the committed occupancy rate and the in-place occupancy rate for the portfolio was 4.4% as at December 31, 2018. For the retail segment, this variance was 8.3% and consisted of several signed leases with a total area of approximately 173,000 square feet, of which 84% will come into force in the next two quarters. This variance also includes 763,000 square feet of space under redevelopment mostly comprised of spaces formerly occupied by Sears. For the Ottawa office segment, in Ontario, this variance was 8.5% and represents signed leases of which approximately 65% will come into force in the next two quarters. As for the industrial and flex segment, the variance was 1.3%, representing 198,000 square feet of signed leases, which will come into force in the next two quarters. The following table shows changes in the leasable space of the signed leases that began during the year or that will begin in the next few quarters: Signed leases that will begin in the next few quarters Balance, beginning of year New signed leases Leases that began in the year Balance, end of year For the year ended December 31, 2018 sq. ft. 1,230,000 2,513,000 (2,793,000) 950,000 This 1.0 million square foot area comes from signed leases that will commence during the next six quarters and which will, in the end, contribute approximately $18.5 million to net operating income on an annualized basis. Of this amount, $13.6 million comes from the office segment, $3.1 million from the retail segment and $1.8 million from the industrial and flex segment. This contribution to net operating income will be partially offset over the coming quarters by expiring leases that will not be renewed as well as by unanticipated departures. 81 81 81 Back to top Back to top 82 Leasing Activity Leases that matured in 2018 Number of clients Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) Renewed leases Number of clients Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) Retention rate New leases Number of clients Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) Unexpected departures Number of clients Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) Office Retail 254 2,138,000 18.50 510 2,018,000 16.25 Industrial and flex 241 2,947,000 6.83 Total 1,005 7,103,000 13.02 166 340 171 677 1,630,000 1,680,000 2,072,000 5,382,000 17.88 76.2% 93 662,000 13.34 17 57,000 15.13 15.23 83.3% 98 671,000 16.82 50 195,000 11.24 7.67 70.3% 95 1,460,000 5.85 22 187,000 5.74 13.15 75.8% 286 2,793,000 10.26 89 439,000 9.40 During the fiscal year ended December 31, 2018, 75.8% [70.7% in 2017] of the leasable area maturing in 2018 was renewed. During the fiscal year, new leases were also signed, representing 2.8 million square feet of leasable area, while tenants whose leases were not expiring left before the end of their lease, accounting for a leasable area of 0.4 million square feet. Overall, as at December 31, 2018, the occupied leasable area was 0.6 million square feet higher than as at December 31, 2017, representing an increase in the in-place occupancy rate of approximately 1.3%. Growth in the Average Net Rent of Renewed Leases For the years ended December 31 Operating segment Office Retail Industrial and flex Growth in the average net rent of renewed leases 2018 2017 0.3% (1.8%) 5.6% 0.6% (0.2%) (0.7%) 4.7% 0.6% The growth in the average net rent of renewed leases is measured by comparing the rent at the end of the lease to the rent at the beginning of the lease’s renewal. For the office segment, the average net rent of renewed leases in the Québec City and Montreal markets increased by 9.3% and 3.8% respectively, and in the Ottawa market, rent decreased by 6.0%, due to the renewal with the federal government of more than 636,000 square feet at lower rates than in-place leases, in order to maintain the occupancy rate. For the industrial and flex segment, the average net rent of renewed leases in the Québec City and Montreal markets increased by 10.5% and 3.5% respectively. For the retail segment, the average net rent of renewed leases in the Québec City, Montreal and Ottawa markets also decreased by 1.6%, 0.3% and 25.6%, respectively. The Ottawa market reported a significant decrease given the particular situation of certain tenants representing approximately 28,000 square feet. 82 82 Back to top Back to top Sears Update Location Quartier Laval, Laval Carrefour Saint-Georges, Saint-Georges Galeries de Hull, Gatineau Mail Champlain, Brossard Galeries Rive Nord, Repentigny Les Rivières shopping centre, Trois-Rivières(1) Pierre-Bertrand Boulevard, Québec City (industrial segment) Total Area (square feet) Area in advanced discussions Area in preliminary discussions Available area Common area planned — 22,574 — 82,035 53,684 39,320 — — 42,501 52,056 28,445 34,337 — 6,029 47,706 6,536 29,850 48,511 — 4,541 23,833 12,973 13,492 22,230 — — — — 197,613 157,339 138,632 77,069 Signed leases 43,147 21,077 14,000 — — — 23,947 102,171 15.2% 29.4% 23.4% 20.6% 11.4% Leasable area 43,147 54,221 128,040 153,600 125,471 144,398 (1) 23,947 672,824 100.0% (1) Shadow tenant for which Cominar acquired the building during the second quarter of 2018. Lease Maturities For the years ending December 31 2019 2020 2021 2022 2023 Office Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) % of portfolio – Office Retail Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) % of portfolio – Retail Industrial and flex Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) % of portfolio – Industrial and flex Portfolio total Leasable area (sq. ft.) Average minimum rent ($/sq. ft.) % of portfolio 1,465,000 1,405,000 1,387,000 971,000 1,087,000 19.26 12.5% 17.61 12.0% 18.31 11.8% 17.69 8.3% 18.87 9.3% 1,633,000 1,318,000 1,077,000 989,000 1,091,000 18.29 15.2% 21.44 12.3% 20.80 10.1% 20.06 9.2% 15.13 10.2% 1,856,000 3,060,000 1,760,000 2,115,000 1,873,000 7.24 11.8% 6.99 19.5% 6.83 11.2% 6.18 13.5% 7.49 11.9% 4,954,000 5,783,000 4,224,000 4,075,000 4,051,000 14.44 13.0% 12.87 15.2% 14.16 11.1% 12.29 10.7% 12.60 10.6% The following table summarizes information on leases as at December 31, 2018: Operating segment Office Retail Industrial and flex Weighted average of total portfolio Residual weighted average term (years) Weighted average term of leases (years) Average leased area per client (sq. ft.) Minimum rent ($/sq. ft.) 5.0 5.0 5.2 5.1 8.2 8.0 8.4 8.2 11,200 4,600 16,000 9,000 18.20 19.44 6.89 13.63 Cominar has a broad, highly diversified retail client base consisting of approximately 3,900 clients occupying an average of 9,000 square feet each. The top three clients, Société québécoise des infrastructures, Public Works Canada and Canadian National Railway Company, account respectively for approximately 5.8%, 4.4% and 3.2% of operating revenues from several leases with staggered maturities. The stability and quality of cash flows provided by operating activities are enhanced by the fact that approximately 14.4% of operating revenues come from government agencies, representing over 100 leases. 83 83 83 Back to top Back to top 84 The following table presents our top ten clients by percentage of operating revenues: Client Société québécoise des infrastructures Public Works Canada Canadian National Railway Company Infra MTL Inc.(1) Desjardins Property Management Winners Marie-Claire Boutiques Inc.(2) Dollarama Société des alcools du Québec Shoppers Drug Mart Total 84 84 % of operating revenues 5.8% 4.4% 3.2% 2.0% 0.7% 0.7% 0.7% 0.7% 0.7% 0.6% 19.5% Infra MTL inc. is a wholly owned subsidiary of the Caisse de dépôt et placement du Québec. (1) (2) Approximately 40 leases. Issued and Outstanding Units Ownership interests in Cominar are represented by a single class of units, unlimited in number. Units represent a unitholder’s undivided and proportionate ownership interest in Cominar. Each unit confers the right to one vote at any unitholders’ meeting and to participate equally and rateably in all Cominar distributions. All issued units are fully paid. During the fiscal year ended December 31, 2018, Cominar repurchased 2,709,500 units (730,900 in 2017) under its normal course issuer bid of a maximum of 17,596,591 units expired on November 14, 2018, at an average price of $14.58 ($14.19 in 2017), for a total consideration of $39.5 million ($10.4 million in 2017), including transaction costs. Under this NCIB, Cominar repurchased 3,440,400 units at an average weighted price of $14.50 for a total consideration of $49.9 million, including the transaction costs. On November 9, 2018, Cominar announced the renewal of the NCIB for an additional year. Under this NCIB, Cominar will be entitled to repurchase up to a maximum of 18,112,182 Cominar units. As at December 31, 2018, no units had been repurchased under this NCIB. For the years ended December 31 Units issued and outstanding, beginning of year Repurchase of units under NCIB Exercise of options, conversion of restricted units and deferred units Distribution reinvestment plan Units issued and outstanding, end of year Additional information Issued and outstanding units Outstanding unit options Deferred units, restricted units and performance units 2018 2017 184,629,497 182,334,562 (2,709,500) 36,352 — (730,900) 138,465 2,887,370 181,956,349 184,629,497 March 5, 2019 181,989,964 8,596,400 718,517 Back to top Back to top Long-Term Incentive Plan The long-term incentive plan is a compensation tool used to attract, motivate and retain key executives who contribute to Cominar’s continued success and to increasing value for unitholders. It consists of performance units, deferred units, restricted units and unit options. The following table presents changes in the plan during the fiscal year ended December 31, 2018: Performance units Deferred units Restricted units Quantity Unit options Outstanding, beginning of year Exercised Granted Converted Forfeited or cancelled Expired Accrued distributions Balance, end of year Vested units/options, end of year — — 158,614 — (2,148) — 7,959 164,425 — 175,748 — 145,432 (23,225) (1,107) — 18,587 315,435 123,504 $ 15.28 14.15 — — 14.93 17.76 — 5,026 12,928,000 — 1,135 (3,427) — — 212 2,946 (9,700) — — (2,430,400) (1,798,500) — 8,689,400 14.86 225 6,461,100 15.19 As at December 31, 2018, the maximum number of units that may be issued under the long-term incentive plan is 16,550,554 units. Transactions with Groupe Dallaire and Dalcon During fiscal 2017, Groupe Dallaire and Dalcon were related companies as Michel Dallaire and Alain Dallaire were trustees and members of Cominar’s management team, and they exercised indirect control over the activities of Groupe Dallaire and Dalcon (the “related companies”). On January 1, 2018, Sylvain Cossette was appointed as President and Chief Executive Officer to replace Michel Dallaire. On the same day, January 1, 2018, Sylvain Cossette was appointed as a trustee of Cominar to fill the vacancy created by the departure of Alain Dallaire as trustee. On February 12, 2018, Alban D’Amours was appointed as Chairman of the Board of Cominar following the departure of Michel Dallaire. While Alain Dallaire has a passive indirect economic interest in Groupe Dallaire, Alain Dallaire is neither an employee nor a director of Groupe Dallaire. Therefore, as from that date, Groupe Dallaire and Dalcon are no longer considered related parties according to IFRS. As part of its new business plan, Cominar diversifies its sources of construction suppliers and creates new partnerships with leaders in the field, with the goal of promoting better development and increasing the value of all of its assets in the major areas in which it is active. In parallel with the implementation of this new strategy, the business relationships with Groupe Dallaire and Dalcon for construction services have been terminated in an orderly manner. Accordingly, since November 13, 2018, all of Dalcon’s resources in Montreal as well as part of their resources in Québec City have been integrated into Cominar. The work previously carried out by Dalcon in Montreal connected to the leasing of space or the maintenance of our buildings in Montreal is now carried out internally at Cominar or with external contractors. 85 85 85 Back to top Back to top 86 86 86 For the periods specified below, Cominar entered into transactions with Groupe Dallaire and Dalcon, the details of which are as follows: For the years ended December 31 Investment properties – Capital costs Acquisition of additional ownership interest in the joint venture Société en commandite Chaudière-Duplessis Acquisition d’une participation supplémentaire dans la coentreprise Société en commandite Complexe Jules-Dallaire Investment properties held by joint ventures – Capital costs Recovery of mortgage receivable Share of joint ventures’ net income Net rental revenue from investment properties Interest income 2018 $ 2017 $ 131,320 138,129 — — — 2,590 — 5,176 288 — 10,016 — 21,190 3,263 (8,250) 5,276 313 140 During the fiscal year ended December 31, 2018, Cominar incurred with Groupe Dallaire and Dalcon approximately $131.3 million in capital costs for its investment properties, including $79.1 million invested in the Montreal area, $47.5 million in the Québec City area, $3.8 million in the Ottawa area and, $0.9 million in Western Canada, the Toronto area, and Atlantic Provinces (for work undertaken before the sale of a portfolio of 95 properties to Slate on March 27, 2018). Of this amount, $100.2 million were invested for work which was started in 2017 but which continued until 2018. Of that $100.2 million, $15.4 million were invested to complete infrastructure work at Ilot Mendel (IKEA) and $84.8 million represents improvement work connected to various leasing transactions signed before 2018. The following table details the work carried out in 2018: Marshall’s / Winners (Longueuil, Montenach, Laval) 505, Parc Technologique (Cienna and Englobe) Galeries Rive-Nord (Walmart) Decathlon (Mail Champlain) 9100 du Parcours (Nortek) 4 Place Laval (Public Works Canada) 3300 Trans-Canada Highway (Emballage Sec) Halles Fleur-de-Lys (Rossy) Avril (Laval) Other leasehold improvements Total $9.6 million $8.9 million $4.4 million $3.5 million $2.7 million $2.4 million $2.5 million $1.6 million $1.5 million $47.7 million $84.8 million During the fiscal year ended December 31, 2018, Dalcon completed approximately 1,084 jobs costing from $0 to $50,000, and approximately 382 jobs where the costs exceeded $50,000. These investments were allocated as follows: approximately 44% for tenant improvements, 17% for roofs, pavement and other structural work, 19% for the renovation of properties, 11% for prepping the Ilot Mendel site, 5% for work related to common areas and interiors, and approximately 4% for miscellaneous maintenance and repairs. The leasehold improvement and, repair and maintenance work on properties carried out by Dalcon was invoiced to Cominar at cost plus a 5.0% markup. For construction projects, the work was invoiced at cost plus a 2.5% markup. During the fiscal year ended December 31, 2018, the total amount of investments in investment properties (capital costs) amounted to $226.8 million, including $131.3 million with Groupe Dallaire and Dalcon, which represents approximately 58% of the investments. Cominar takes a proactive approach in terms of energy management and savings. This energy management was done in collaboration with our Cominar teams and various Dalcon engineers who are specialized in energy management, who have developed several energy management principles, techniques and methods that make Cominar a leader in this field. We have completed the integration of a self-directed energy management team within Cominar, and this team is now fully in place. As at December 31, 2018, Groupe Dallaire and its affiliated companies occupied 65,425 square feet of office space in Complexe Jules-Dallaire in Québec City. Back to top Back to top Integration of Dalcon’s construction activities in Montreal The transfer of Dalcon’s construction activities in Montreal to Cominar was completed on November 13, 2018. The construction activities that were transferred to Cominar are those related to Cominar’s main activities, namely those connected to leasing or building maintenance. The type of work that was integrated include leasehold improvements, refurbishment of our common areas, general repairs, plumbing and roofing. Building facade construction or renovation activities, and parking garage construction or repair activities were not transferred to Cominar. It is understood that, from now on, such work will be carried out by external contractors. Transition in Québec City In the Québec City area, the transition of services provided by Groupe Dallaire and Dalcon to other external suppliers is now completed. Cominar’s Asset Management department has taken up all construction contracts that used to be carried out by Dalcon and is awarding them to other external contractors. A team of designers and draftsmen who used to be part of Dalcon’s Québec City team were transferred to Cominar last December. These resources were needed to provide efficient service for preliminary plan drawings and estimates to quickly prepare offers to lease to potential clients. Contractual rights and obligations The business objective of investments in joint ventures with Groupe Dallaire is the ownership, management and development of real estate projects. The formation of each joint venture is recognized by limited partnership agreements and unanimous shareholder agreements of the general partner, in which the rights and obligations of each limited partner or shareholder are provided for. Among these terms and conditions, the important decisions with regard to joint ventures are taken unanimously by the limited partners for the limited partnerships, and by the shareholders for the general partners. Capital contributions are made on a pro rata basis between the limited partners. In addition, each limited partner has the right of first refusal, should the other limited partner transfer its participation in the joint venture. Recourse or purchase option mechanisms benefit each limited partner with respect of the other limited partner if it is in default under the agreements or if it becomes insolvent. In addition, if a Triggering Event (as defined below) occurs in respect of one of the limited partners, the other limited partner shall be entitled, within a thirty (30) day period following the beginning of the Triggering Event, to provide to the limited partner subject to a Triggering Event a notice that contains a purchase offer for the entire ownership interest at fair market value of such interest upon transmission of the notice, and the limited partner in respect of which the Triggering Event occurred will be required to sell its ownership interest. “Triggering Event” means, in respect of Groupe Dallaire, the loss of control of Groupe Dallaire by the Dallaire family, and, in respect of Cominar, situations where there is a change of control resulting from a takeover bid or a business combination transaction, an acquisition of a significant equity position or an important change outside the normal course of business in the composition of the Board of Trustees during a period of eighteen (18) consecutive months. If the parties cannot mutually agree upon the fair market value, an appraisal mechanism is provided for in the agreements. Disclosure Controls and Procedures and Internal Control over Financial Reporting The President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer of Cominar are responsible for establishing and maintaining disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in Canadian Securities Administrators’ Multilateral Instrument 52-109. Evaluations are performed regularly to assess the effectiveness of DC&P, including this MD&A and the consolidated financial statements. Based on these evaluations, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer concluded that the DC&P were effective as at the end of the fiscal year ended December 31, 2018, and that the current controls and procedures provide reasonable assurance that material information about Cominar, including its consolidated subsidiaries, is made known to them during the period in which these reports are being prepared. 87 87 87 Back to top Back to top 88 88 88 Evaluations are also performed to assess the effectiveness of ICFR. Based on those evaluations, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer of Cominar concluded that ICFR was effective as at the end of the fiscal year ended December 31, 2018, and, more specifically, that the financial reporting is reliable and that the consolidated financial statements have been prepared for financial reporting purposes in accordance with IFRS. No changes were made to the Trust’s internal controls over financial reporting during fiscal 2018 that have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting. Significant Accounting Policies and Estimates a) Basis of presentation Cominar’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The accounting policies and application methods thereof have been consistently applied throughout each of the fiscal years presented in these consolidated financial statements. b) Basis of preparation Consolidation These consolidated financial statements include the accounts of Cominar and its wholly owned subsidiaries. Use of estimates, assumptions and judgments The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities in the financial statements. Those estimates, assumptions and judgments also affect the disclosure of contingencies as at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results that could differ materially from those estimates, assumptions and judgments, are described below: • Investment properties Investment properties are recorded at fair value at the balance sheet date. Fair value is determined using management’s internal measurements and valuations from independent real estate appraisers, performed in accordance with recognized valuation techniques, as well as a definitive agreement to sell investment properties. Techniques used include the capitalized net operating income method that involves estimating standardized net operating income and capitalization rates, and the discounted cash flow method that involves estimating expected future cash flows, as well as discount and capitalization rates. Management’s fair value internal measurements rely on internal financial information and are corroborated by capitalization rates obtained from independent experts. However, internal measurements and values obtained from independent appraisers are both subject to significant judgments, estimates and assumptions about market conditions at the balance sheet date. • Business combinations Business combinations are accounted for using the acquisition method. The cost of a business combination is the value, at the acquisition date, of the assets transferred, liabilities incurred and Unitholders’ equity instruments issued in exchange for control of the acquired business. When the cost of a business combination exceeds the fair value of the assets acquired and liabilities assumed, such excess is recorded as goodwill. Transaction-related costs, as well as costs related to the acquisition of real estate assets, are expensed as incurred. Cominar accounts for investment property acquisitions in accordance with IFRS 3, “Business Combinations” (“IFRS 3”), only when it considers that a business has been acquired. Under IFRS 3, a business is defined as an integrated set of activities and assets that could be conducted and managed for the purpose of providing a direct return to investors in the form of lower costs or other economic benefits. If the investment properties acquisition does not correspond to the definition of a business, a group of assets is deemed to have been acquired. If goodwill is present, the acquisition is presumed to be a business. Judgment is therefore used by management in determining if the acquisition qualifies as a business combination in accordance with IFRS 3 or as an acquisition of a group of assets. Back to top Back to top Generally, based on its judgment, when Cominar acquires a property or property portfolio without taking on the management of personnel or acquiring an operational platform, it categorizes the acquisition as an acquisition of a group of assets. • Joint arrangements Upon the creation of a joint arrangement, Cominar’s management reviews its classification criteria to determine if it is a joint venture to be accounted for using the equity method or if it is a joint operation for which we must recognize the proportionate share of assets, liabilities, revenues and expenses. Cominar holds 50% and 75% interests in its joint arrangements. It has joint control over them since, under the contractual agreements, unanimous consent is required from all parties to the agreements in decisions concerning all relevant activities. The joint arrangements in which Cominar is involved are structured so that they provide Cominar rights to these entities’ net assets. Therefore, these arrangements are presented as joint ventures and are accounted for using the equity method. • Impairment of goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net identifiable assets acquired. Its useful life is indefinite. It is not amortized but is tested for impairment on an annual basis or more frequently if events or circumstances indicate that it is more likely than not that goodwill may be impaired. Goodwill resulting from business combinations is allocated to each group of cash-generating units (“CGU”) expected to benefit from the combination. To test impairment, Cominar must determine the recoverable value of net assets of each group of CGU, making assumptions about standardized net operating income and capitalization rates. These assumptions are based on Cominar’s past experience as well as on external sources of information. The recoverable value is the fair value less the cost of disposal. Should the carrying amount of a group of cash-generating units, including goodwill, exceed its recoverable value, impairment is recorded and recognized in profit or loss in the period during which the impairment occurs. • Financial instruments Financial instruments must be initially measured at fair value. Cominar must also estimate and disclose the fair value of certain financial instruments for information purposes in the financial statements presented for subsequent periods. When fair value cannot be derived from active markets, it is determined using valuation techniques, namely the discounted cash flow method. If possible, data used in these models are derived from observable markets, and if not, judgment is required to determine fair value. Judgments take into account liquidity risk, credit risk and volatility. Any changes in assumptions related to these factors could modify the fair value of financial instruments. • Unit options The compensation expense related to unit options is measured at fair value and is amortized based on the graded vesting method using the Black-Scholes model. This model requires management to make many estimates on various data, such as expected life, volatility, the weighted average dividend yield of distributions, the weighted average risk-free interest rate and the expected forfeiture rate. Any changes to certain assumptions could have an impact on the compensation expense related to unit options recognized in the financial statements. • Income taxes Deferred taxes of Cominar’s subsidiaries are measured at the tax rates expected to apply in the future as temporary differences between the reported carrying amounts and the tax bases of the assets and liabilities reverse. Changes to deferred taxes related to changes in tax rates are recognized in income in the period during which the rate change is substantively enacted. Any changes in future tax rates or in the timing of the reversal of temporary differences could affect the income tax expense. Investment properties An investment property is an immovable property held by Cominar to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of goods and services or for administrative purposes, or for sale in the ordinary course of business. Investment properties include income properties, properties under development and land held for future development. 89 89 89 Back to top Back to top 90 90 90 Cominar presents its investment properties based on the fair value model. Fair value is the amount for which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction. Any change in the fair value is recognized in profit or loss in the period in which it arises. The fair value of investment properties should reflect market conditions at the end of the reporting period. Fair value is time-specific as at a given date. As market conditions could change, the amount presented as fair value could be incorrect or inadequate at another date. The fair value of investment properties is based on measurements derived from management’s estimates and valuations from independent appraisers, plus capital expenditures made during the period, where applicable, or on a definitive agreement to sell investment properties. Management regularly reviews appraisals of its investment properties between the appraisal dates in order to determine whether the related assumptions, such as standardized net operating income and capitalization rates, still apply. These assumptions are compared to market data issued by independent experts. When increases or decreases are required, Cominar adjusts the carrying amount of its investment properties. The fair value of Cominar’s investment properties recorded on the balance sheet in accordance with IFRS is the sum of the fair values of each investment property considered individually and does not necessarily reflect the contribution of the following elements that characterize Cominar: (i) the composition of the property portfolio diversified through its client base, geographic markets and business segments; (ii) synergies among different investment properties; and (iii) a fully integrated management approach. Therefore, the fair value of Cominar’s investment properties taken as a whole could differ from that appearing on the consolidated balance sheet. Properties under development in the construction phase are measured at cost until their fair value can be reliably determined, usually when development has been completed. The fair value of land held for future development is based on recent prices derived from comparable market transactions. Capitalization of costs Cominar capitalizes into investment properties the costs incurred to increase their capacity, replace certain components and make improvements after the acquisition date. Cominar also capitalizes major maintenance and repair expenses providing benefits that will last far beyond the end of the reporting period. For construction, expansion or major revitalization projects of income properties that take place over a substantial period of time, Cominar capitalizes the borrowing costs that are directly attributable to the investments in question. Leasehold improvements, incurred directly by Cominar or through an allowance to tenants, which represent capital investments that increase the service capacity and value of properties and for which the economic advantage will extend beyond the term of the lease and will mainly benefit Cominar, as well as initial direct costs, mostly brokerage fees incurred to negotiate or prepare leases, are added to the carrying amount of investment properties when incurred, and are not amortized subsequently. Concerning properties under development and land held for future development, Cominar capitalizes all direct costs incurred for their acquisition, development and construction. Such capitalized costs also include borrowing costs that are directly attributable to the property concerned. Cominar begins capitalizing borrowing costs when it incurs expenditures for the properties in question and when it undertakes activities that are necessary to prepare these properties for their intended use. Cominar ceases capitalizing borrowing costs when the asset is ready for management’s intended use. When Cominar determines that the acquisition of an investment property is an asset acquisition, it capitalizes all costs that are directly related to the acquisition of the property, as well as all expenses incurred to carry out the transaction. Tenant inducements Tenant inducements, mostly the payment of a monetary allowance to tenants and the granting of free occupancy periods, are added to the carrying amount of investment properties as they are incurred and are subsequently amortized against rental revenue from investment properties on a straight-line basis over the related lease term. Investment properties held for sale Investment properties held for sale are classified as being held for sale if their carrying amount will be recovered mainly through a sale transaction rather than through continuing use. Investment properties continue to be measured using the fair value model. Financial instruments Cominar groups its financial instruments into classes according to the purpose for which they were acquired and to their characteristics. Management determines such classification upon initial measurement, which is usually at the date of acquisition. Back to top Back to top Cominar uses the following classifications for its financial instruments: • Cash and cash equivalents and accounts receivable are classified as “Financial assets at amortized cost.” They are initially measured at fair value. Subsequently, they are measured at amortized cost using the effective interest method. For Cominar, this value generally represents cost. • Mortgages payable, debentures, bank borrowings and accounts payable and accrued liabilities are classified as “Financial liabilities at amortized cost.” They are initially measured at fair value. Subsequently, they are measured at amortized cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents consist of cash and investments that are readily convertible into a known amount of cash, that are not subject to a significant risk of change in value and that have original maturities of three months or less. Bank borrowings are considered to be financing activities. Deferred financing costs Issue costs incurred to obtain term loan financing, typically through mortgages payable or debentures, are applied against the borrowings and are amortized using the effective interest rate method over the term of the related debt. Financing costs related to the operating and acquisition credit facility are recorded as assets under prepaid expenses and other assets and are amortized on a straight-line basis over the term of the credit facility. Revenue recognition Management has determined that all leases concluded between Cominar and its tenants are operating leases. Minimum lease payments are recognized using the straight-line method over the term of the related leases, and the excess of payments recognized over amounts payable is recorded on Cominar’s consolidated balance sheet under investment properties. Leases generally provide for the tenants’ payment of maintenance expenses for common elements, realty taxes and other operating costs, such payment being recognized as operating revenues in the period when the right to payment vests. Percentage leases are recognized when the minimum sales level has been reached pursuant to the related leases. Lease cancellation fees are recognized when they are due. Lastly, incidental income is recognized when services are rendered. Long-term incentive plan Cominar has a long-term incentive plan in order to attract, retain and motivate its employees to attain Cominar’s objectives. This plan does not provide for any cash settlements. Performance units Cominar recognizes a compensation expense on performance unit options granted, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized on a straight-line basis over the duration of the vesting period. Deferred units Cominar recognizes a compensation expense on deferred units granted, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized using the graded vesting method. Restricted units Cominar recognizes a compensation expense on restricted unit options granted, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized on a straight-line basis over the duration of the vesting period. Unit purchase options Cominar recognizes a compensation expense on units granted, based on their fair value on the date of the grant, which is calculated using an option valuation model. The compensation expense is amortized using the graded vesting method. 91 91 91 Back to top Back to top 92 92 92 Income taxes Cominar is considered a mutual fund trust for income tax purposes. Pursuant to the Contract of Trust, the trustees intend to distribute or designate all taxable income directly earned by Cominar to unitholders and to deduct such distributions and allocations from its income for tax purposes. Therefore, no provision for income taxes is required. Cominar’s subsidiaries that are incorporated as business corporations are subject to tax on their taxable income under the Income Tax Act (Canada) and the taxation acts of the provinces concerned. These subsidiaries account for their taxes payable or recoverable at the current enacted tax rates and use the asset and liability method to account for deferred taxes. The net deferred tax liability represents the cumulative amount of taxes applicable to temporary differences between the reported carrying amounts and tax bases of the assets and liabilities. Per unit calculations Basic net income (net loss) per unit is calculated based on the weighted average number of units outstanding for the period. The calculation of net income (net loss) per unit on a diluted basis considers the potential issuance of units under the long-term incentive plan, if dilutive. Segment information Segment information is presented in accordance with IFRS 8, “Operating segments,” which recommends presenting and disclosing segment information in accordance with information that is regularly assessed by the chief operating decision makers in order to determine the performance of each segment. c) New accounting policies On January 1, 2018, Cominar adopted the following new accounting standards: IFRS 9, “Financial Instruments” Cominar has applied the new classification and valuation requirements retrospectively without restating the comparative periods. The adoption of this new accounting standard had no significant impact on Cominar’s consolidated financial statements. Only the terms used have changed. IFRS 15, “Revenue from Contracts with Customers” Following the adoption of this new accounting standard, Cominar added a note in its financial statements detailing the main components of the operating revenues according to their nature. Cominar has applied this standard retrospectively. The adoption of this new accounting standard had no other impact on Cominar’s consolidated financial statements. Future Change in an Accounting Standard IFRS 16, “Leases” In January 2016, the IASB issued IFRS 16, “Leases.” IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (lessee) and the supplier (lessor). IFRS 16 will cancel and replace the previous leases standard, IAS 17, “Leases,” and related interpretations. IFRS 16 will be effective for annual periods beginning on or after January 1, 2019, with earlier adoption permitted if IFRS 15 is also applied. The adoption of this new standard will have no significant impact on Cominar’s consolidated financial statements since no important changes were made to the accounting model by the lessor. Risks and Uncertainties Like all real estate entities, Cominar is exposed, in the normal course of business, to various risk factors that may have an impact on its ability to attain strategic objectives, despite all the measures implemented to counter them. Accordingly, unitholders should consider the following risks and uncertainties when assessing Cominar’s outlook in terms of investment potential. Back to top Back to top Risk Factors Related to the Business of Cominar Access to Capital and Debt Financing, and Current Global Financial Conditions The real estate industry is capital intensive. Cominar requires access to capital to maintain its properties, as well as to fund its growth strategy and significant capital expenditures from time to time. There can be no assurances that Cominar will have access to sufficient capital (including debt financing) on terms favourable to Cominar for future property acquisitions and developments, for the financing or refinancing of properties, for funding operating expenses or for other purposes. In addition, Cominar may not be able to borrow funds under its credit facilities due to limitations on Cominar’s ability to incur debt set forth in the Contract of Trust or conditions in its debt instruments. Cominar’s access to the unsecured debenture market and the cost of Cominar’s borrowings under the Unsecured Revolving Credit Facility are also dependent on its credit rating. A new negative change in its credit rating could further materially adversely impact Cominar. See “Risks and Uncertainties – Risk Factors Related to the Ownership of Securities – Credit rating”. Market events and conditions, including disruptions in international and regional credit markets and in other financial systems and global economic conditions, could impede Cominar’s access to capital (including debt financing) or increase the cost of such capital. The Canadian economy is being adversely affected by volatile oil prices. Failure to raise or access capital in a timely manner or under favourable terms could have a material adverse effect on Cominar’s financial position and results of operations, including on its acquisition and development program. Debt Financing Cominar has substantial outstanding consolidated borrowings comprised primarily of hypothecs, property mortgages, debentures, bridge loan, and borrowings under its acquisition and operating credit facilities. Cominar intends to finance its growth strategy, including developments and acquisitions, through a combination of its working capital and liquidity resources, including cash flows from operations, additional borrowings and public or private sales of properties, equities or debt securities. Cominar’s activities are therefore partially dependent upon the interest rates applied to its existing debt. Cominar may not be able to refinance its existing debt or renegotiate the terms of repayment at favourable rates. In addition, the terms of Cominar’s indebtedness provide that, upon an event of default, such indebtedness becomes immediately due and payable and distributions that may be made by Cominar may be restricted. Therefore, upon an event of default under such borrowings, or inability to renew same at maturity, Cominar’s ability to make distributions will be adversely affected. A portion of Cominar’s cash flows is dedicated to servicing its debt, and there can be no assurance that Cominar will continue to generate sufficient cash flows from operations to meet required interest or principal payments, such that it could be required to seek renegotiation of such payments or obtain additional financing, including equity or debt financing. The Unsecured Revolving Credit Facility in the stated amount of $700.0 million is repayable in one tranche in August 2019. Cominar is exposed to debt financing risks, including the risk that the existing hypothecary borrowings secured by its properties and the Unsecured Revolving Credit Facility cannot be refinanced or that the terms of such refinancing will not be as favourable as the terms of the existing loans. On August 4, 2017, DBRS announced that it had downgraded the rating of the senior unsecured debentures from BBB (low) with a negative trend to BB (high) with a stable trend. This downgrade materially adversely affected Cominar. Any further downgrade of the credit rating assigned by DBRS to Cominar and to the unsecured debentures could materially adversely impact Cominar. See “Risks and Uncertainties – Risk Factors Related to the Business of Cominar – Credit Rating”. Ownership of Immovable Property All immovable property investments are subject to risk exposures. Such investments are affected by general economic conditions, local real estate markets, demand for leased premises, competition from other vacant premises, municipal valuations and assessments, and various other factors. 93 93 93 Back to top Back to top 94 94 94 The value of immovable property and improvements thereto may also depend on the solvency and financial stability of tenants, the economic environment in which they operate and the increase in interest rates. Due to difficult conditions in the Canadian retail environment, certain retailers have announced the closure of their stores, including Sears Canada Co. and other retailers, who were or are, as the case may be, tenants of Cominar. Other retailers may follow. The existing difficult retail environment is also materially impacting Cominar, notably with the increase in e-commerce. Cominar has also been affected by vacancies and by the downward review of rents in the Montréal area’s suburban office market and the Ottawa office market. Cominar’s income and Distributable Income would be adversely affected if one or more major tenants or a significant number of tenants were unable to meet their lease obligations or if a significant portion of vacant space in Cominar’s properties cannot be leased on economically favourable lease terms, or simply re-leased. In the event of default by a tenant, delays or limitations may be experienced in enforcing Cominar’s rights as a lessor and substantial costs may be incurred to protect Cominar’s investment. The ability to rent unleased space in Cominar’s properties will be affected by many factors, including the level of general economic activity and competition for tenants by other properties. Significant costs may need to be incurred to make improvements or repairs to property as required by a new tenant. The failure to rent unleased space on a timely basis or at all or at rents that are equivalent to or higher than current rents would likely have an adverse effect on Cominar’s financial position and the value of its properties. Certain significant expenditures, including property taxes, maintenance and operating costs, hypothecary payments, insurance costs and related charges must be made throughout the period of ownership of immovable property regardless of whether the property is producing any income. To keep its properties in good conditions and generate attractive long-term revenue, Cominar has to maintain or, in some cases, improve the building condition. The maintenance of a rental property in accordance with market standards may involve substantial costs that Cominar may not recover from its tenants. In addition, an increase in property taxes may result from the update of the assessment values, an increase that Cominar may not recover from its tenants. In a situation like that, Cominar will assume the financial burden of such operating costs and such taxes, which may adversely impact Cominar’s financial situation and operating results and reduce cash to be distributed to unitholders. A number of factors, including the age of the building, the material used during construction or currently unknown violations of the Building Code, could result in high costs not included in the refurbishment or modernization budget. In addition, the timing and amount of capital expenditures could indirectly affect cash to be distributed to unitholders. Moreover, If Cominar is unable to meet mortgage payments on a property, a loss could be sustained as a result of the mortgage creditor’s exercise of its hypothecary remedies. Immovable property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relationship with the demand for and the perceived desirability of such investments. Such illiquidity may tend to limit Cominar’s ability to make changes to its portfolio promptly in response to changing economic or investment conditions. If Cominar were to be required to liquidate its immovable property investments, the proceeds to Cominar might be significantly less than the aggregate carrying amount of its properties. Leases for Cominar’s properties, including those of significant tenants, will mature from time to time over the short and long term. There can be no assurance that Cominar will be able to renew any or all of the leases upon maturity or that rental rate increases will occur or be achieved upon any such renewals. The failure to renew leases or achieve rental rate increases may adversely impact Cominar’s financial position and results of operations. Environmental Matters Environmental and ecological legislation and policies have become increasingly important in recent years. As an owner or operator of real property, Cominar could, under various federal, provincial and municipal laws, become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations. The failure to remove or remediate such substances, or address such matters through alternative measures prescribed by the governing authority, may adversely affect Cominar’s ability to sell such real estate or to borrow using such real estate as collateral, and could potentially also result in claims against Cominar by private plaintiffs or governmental agencies. Cominar is not currently aware of any material non-compliance, liability or other claim in connection with any of its properties, nor is Cominar aware of any environmental condition with respect to any of its properties that it believes would involve material expenditures by Cominar, other than in respect of remediation expenditures taken into consideration as part of the acquisition of properties. Pursuant to Cominar’s operating policies, Cominar shall obtain or review a Phase I environmental audit of each immovable property to be acquired by it. See “Description of the Business – Investment Guidelines and Operating Policies – Operating Policies” on pages 11 to 12 of the 2017 AIF. Legal Risks Cominar’s operations are subject to various laws and regulations across all of its operating jurisdictions and Cominar faces risks associated with legal and regulatory changes and litigation. Back to top Back to top Competition Cominar competes for suitable immovable property investments with individuals, corporations, pension funds and other institutions (both Canadian and foreign) which are presently seeking, or which may seek in the future, immovable property investments similar to those desired by Cominar. Many of those investors have greater financial resources than Cominar, or operate without the investment or operating restrictions applicable to Cominar or under more flexible conditions. An increase in the availability of investment funds and heightened interest in immovable property investments could increase competition for immovable property investments, thereby increasing the purchase prices of such investments and reducing their yield. In addition, numerous property developers, managers and owners compete with Cominar in seeking tenants. The existence of competing developers, managers and owners and competition for Cominar’s tenants could have an adverse effect on Cominar’s ability to lease space in its properties and on the rents charged, and could adversely affect Cominar’s revenues and, consequently, its ability to meet its debt obligations. Property Development Program Information regarding Cominar’s development projects, development costs, capitalization rates and expected returns are subject to change, which may be material, as assumptions regarding items such as, but not limited to, tenant rents, building sizes, leasable areas, project completion timelines and project costs, are updated periodically based on revised site plans, Cominar’s cost tendering process, continuing tenant negotiations, demand for leasable space in Cominar’s markets, the obtaining of required building permits, ongoing discussions with municipalities and successful property re-zonings. There can be no assurance that any assumptions in this regard will materialize as expected and any changes in these assumptions could have a material adverse effect on Cominar’s development program, asset values and financial performance. Acquisitions Cominar’s business plan is focused in part on growth by identifying suitable acquisition opportunities, pursuing such opportunities, completing acquisitions and effectively operating and leasing such properties. If Cominar is unable to manage its growth effectively, this could adversely impact Cominar’s financial position and results of operations, and decrease the Distributable Income. There can be no assurance as to the pace of growth through property acquisitions or that Cominar will be able to acquire assets on an accretive basis, and as such there can be no assurance that distributions to Unitholders will increase in the future. Recruitment and Retention of Employees and Executives Management depends on the services of certain key personnel. Competition for qualified employees and executives is intense. If Cominar is unable to attract and retain qualified and capable employees and executives, the conduct of its activities may be adversely affected. Government Regulation Cominar and its properties are subject to various government statutes and regulations. Any change in such statutes or regulations that is adverse to Cominar and its properties could affect Cominar’s operating results and financial performance. See “Risks and Uncertainties – Risk Factors Related to the Business of Cominar – Environmental matters”. Limit on Activities In order to maintain its status as a “mutual fund trust” under the Income Tax Act, Cominar cannot carry on most active business activities and is limited in the types of investments it may make. The Contract of Trust contains restrictions to this effect. General Uninsured Losses Cominar carries a blanket comprehensive general liability policy, including insurance against fire, flood and rental loss, as well as extended coverage with policy specifications, limits and deductibles customarily carried for similar properties. There are, however, certain types of risks (generally of a catastrophic nature such as wars or environmental contamination) which are either uninsurable or not insurable on an economically viable basis. Cominar also carries insurance for earthquake risks, subject to certain policy limits and deductibles, and will continue to carry such insurance if it is economical to do so. Should an uninsured or underinsured loss occur, Cominar could lose its investment in, and anticipated profits and cash flows from, one or more of its properties, but Cominar would continue to be obligated to repay any hypothecary recourse or mortgage indebtedness on such properties. Many insurance companies have eliminated coverage for acts of terrorism from their policies, and Cominar may not be able to obtain coverage for terrorist acts at commercially reasonable rates or at any price. Damage to a property sustained as a result of an uninsured terrorist or similar act would likely adversely impact Cominar’s financial condition and results of operations and decrease the amount of cash available for distribution. 95 95 95 Back to top Back to top 96 96 96 Potential Conflicts of Interest Given the carried interest of Alain Dallaire, an officer of Cominar, in Groupe Dallaire, there may be the appearance of a conflict of interest between Cominar and Groupe Dallaire due to the fact that Groupe Dallaire and related entities are engaged in a wide range of real estate and other business activities. Dalcon is a wholly owned subsidiary of Groupe Dallaire. Cominar rents premises to Groupe Dallaire and to Dalcon. Dalcon also performed leasehold improvements and carried out construction and development projects, all on behalf of Cominar, during the fiscal year ended December 31, 2018. Finally, Cominar owns a 50% interest and two 75% interests in joint ventures with Groupe Dallaire. The business objective of these three joint ventures is the ownership, management and development of real estate projects. The Dallaire Family and related entities may become involved in transactions or leasing opportunities which conflict with the interests of Cominar. Nevertheless, Cominar has started an important transition towards a new business plan aiming to diversify its sources of construction suppliers and to develop partnerships with new partners who are leaders in the field, with the goal of promoting better development and increasing the value of all of its assets in the major areas in which it is active. In parallel with the implementation of this new strategy, the business relationship with Groupe Dallaire and Dalcon for construction services was terminated in an orderly manner. Cybersecurity Events Cominar faces various security threats, including cybersecurity threats to gain unauthorized access to sensitive information, to render data or systems unusable, or otherwise affect Cominar’s ability to operate. The activities of Cominar require it to use and store identifiable personal information and other sensitive information on its tenants and employees. The collection and use of identifiable personal information are governed by Canadian federal and provincial laws and regulations. Privacy and information security laws are constantly evolving and may differ from one jurisdiction to another. The appropriate security measures put in place by Cominar as part of its business operations cannot provide absolute security. In fact, cybersecurity attacks in particular are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in critical systems, unauthorized release of confidential or otherwise protected information and corruption of data. The occurrence of one of these events could cause a substantial decrease in revenues, increased costs to respond or other financial loss, damage to reputation, increased regulation or litigation or inaccurate information reported from Cominar’s operations. These developments may subject Cominar’s operations to increased risks, as well as increased costs, and, depending on their ultimate magnitude, could have a material adverse effect on Cominar’s financial position and results of operations. Risk Factors Related to the Ownership of Securities Market Price A publicly traded real estate investment trust will not necessarily trade at values determined solely by reference to the underlying value of its real estate assets. Accordingly, the Units may trade at a premium or a discount to values implied by the initial appraisal of the value of its properties or the value of such properties from time to time. Although Cominar intends to make distributions of its available cash to Unitholders, these cash distributions are not assured. The actual amount distributed will depend on numerous factors including, but not limited to, Cominar’s financial performance, debt covenants and obligations, working capital requirements and future capital requirements. The market price of the Units may deteriorate if Cominar is unable to meet its cash distribution targets in the future. The after-tax return from an investment in Units to Unitholders subject to Canadian income tax will depend, in part, on the composition for tax purposes of distributions paid by Cominar (portions of which may be fully or partially taxable or may constitute non-taxable returns of capital). The composition for tax purposes of those distributions may change over time, thus affecting the after-tax return to Unitholders. Factors that may influence the market price of the Units include the annual yield on the Units, the number of Units issued and outstanding and Cominar’s payout ratio. An increase in market interest rates may lead purchasers of Units to demand a higher annual yield which could adversely affect the market price of the Units. Unlike fixed-income securities, there is no obligation of Cominar to distribute to Unitholders any fixed amount and reductions in, or suspensions of, distributions may occur that would reduce yield based on the market price of the Units. In addition, the market price for the Units may be affected by changes in general market conditions, fluctuations in the markets for equity securities, changes in the economic environment and numerous other factors beyond the control of Cominar. Back to top Back to top Credit Rating The credit rating assigned by DBRS to Cominar and to the unsecured debentures is not a recommendation to buy, hold or sell securities of Cominar. A rating is not a comment on the market price of a security nor is it an assessment of ownership given various investment objectives. Prospective investors should consult with DBRS with respect to the interpretation and implications of the rating. There is no assurance that any rating will remain in effect for any given period of time and ratings may be upgraded, downgraded, placed under review, confirmed or withdrawn. Non-credit risks that can meaningfully impact the value of the securities issued include market risk, trading liquidity risk and covenant risk. DBRS uses rating symbols as a simple and concise method of expressing its opinion to the market, although DBRS usually provides broader contextual information regarding securities in rating reports, which generally set out the full rationale for the chosen rating symbol, and in other releases. On August 4, 2017, DBRS announced that it had downgraded the rating of the senior unsecured debentures from BBB (low) with a negative trend to BB (high) with a stable trend. This downgrade materially adversely affected Cominar. Any further downgrade of the credit rating assigned by DBRS to Cominar and to the unsecured debentures could have a material adverse effect on Cominar. Real or anticipated changes in the credit rating in respect of the Unsecured Debentures may affect the market value of the Unsecured Debentures. In addition, real or anticipated changes in such credit rating can affect the ability of Cominar to access debt capital markets and increase the cost at which Cominar can do so. Any failure or inability on Cominar’s part to access debt capital markets on satisfactory terms, or at all, could have a material adverse effect on Cominar’s financial position and results of operations, including on its acquisition and development program. See “Risks and Uncertainties – Risk Factors Related to the Business of Cominar – Access to capital and debt financing, and current global financial conditions” and “Risks and Uncertainties – Risk Factors Related to the Business of Cominar – Debt financing”. Absence of Market for Debt Securities There is currently no trading market for any debt securities that may be offered. No assurance can be given that an active or liquid trading market for these securities will develop or be sustained. If an active or liquid market for these securities fails to develop or be sustained, the prices at which these securities trade may be adversely affected. Whether or not these securities will trade at lower prices depends on many factors, including the liquidity of these securities, prevailing interest rates and the markets for similar securities, the market price of the Units, general economic conditions and Cominar’s financial position, historic financial performance and future prospects. Structural Subordination of Securities In the event of a bankruptcy, liquidation or reorganization of Cominar or any of its subsidiaries, holders of certain of their receivables and certain trade creditors will generally be entitled to payment of their claims from the assets of Cominar and those subsidiaries before any assets are made available for distribution to the holders of Securities. The securities will be effectively subordinated to most of the other receivables and liabilities of Cominar and its subsidiaries. Neither Cominar, nor any of its subsidiaries will be limited in their ability to incur additional secured or unsecured debts. Availability of Cash Flow Distributable income may exceed actual cash available to Cominar from time to time because of items such as principal repayments, tenant allowances, leasing commissions and capital expenditures. Cominar may be required to use part of its debt capacity or to reduce distributions in order to accommodate such items. The $700.0 million unsecured revolving credit facility is repayable in one tranche in August 2019, and it is expected that it cannot be refinanced in the same amount or under such favourable terms and conditions in light of the downgrade in the rating of the senior unsecured debentures. Cominar may need to refinance its debt obligations from time to time, including upon expiration of its debt. There could be a negative impact on distributable income if debt obligations of Cominar are replaced with debt that has less favourable terms or if Cominar is unable to refinance its debt. In addition, loan and credit agreements with respect to debt obligations of Cominar, include, and may include in the future, certain covenants with respect to the operations and financial position of Cominar and distributable income may be restricted if Cominar is unable to maintain any such covenants. Unitholder Liability The Contract of Trust provides that no Unitholder or annuitant under a plan of which a Unitholder acts as trustee or carrier (an “annuitant”) will be held to have any personal liability as such, and that no resort shall be had to the private property of any Unitholder or annuitant for satisfaction of any obligation or claim arising out of or in connection with any contract or obligation of Cominar or of the Trustees. Only the assets of Cominar are intended to be subject to levy or execution. 97 97 97 Back to top Back to top 98 98 98 The Contract of Trust further provides that certain written instruments signed by Cominar (including all immovable hypothecs and, to the extent the Trustees determine to be practicable and consistent with their obligation as Trustees to act in the best interests of the Unitholders, other written instruments creating a material obligation of Cominar) shall contain a provision or be subject to an acknowledgment to the effect that such obligation will not be binding upon Unitholders or annuitants personally. Except in case of bad faith or gross negligence on their part, no personal liability will attach under the laws of the Province of Québec to Unitholders or annuitants for contract claims under any written instrument disclaiming personal liability as aforesaid. However, in conducting its affairs, Cominar will be acquiring immovable property investments, subject to existing contractual obligations, including obligations under hypothecs or mortgages and leases. The Trustees will use all reasonable efforts to have any such obligations, other than leases, modified so as not to have such obligations binding upon any of the Unitholders or annuitants personally. However, Cominar may not be able to obtain such modification in all cases. If a claim is not satisfied by Cominar, there is a risk that a Unitholder or annuitant will be held personally liable for the performance of the obligations of Cominar where the liability is not disavowed as described above. The possibility of any personal liability attaching to Unitholders or annuitants under the laws of the Province of Québec for contract claims where the liability is not so disavowed is remote. Cominar uses all reasonable efforts to obtain acknowledgments from the hypothecary creditors under assumed hypothecs that assumed hypothec obligations will not be binding personally upon the Trustees or the Unitholders. Claims against Cominar may arise other than under contracts, including claims in delict, claims for taxes and possibly certain other statutory liabilities. The possibility of any personal liability of Unitholders for such claims is considered remote under the laws of the Province of Québec and, as well, the nature of Cominar’s activities are such that most of its obligations arise by contract, with non-contractual risks being largely insurable. In the event that payment of a REIT obligation were to be made by a Unitholder, such Unitholder would be entitled to reimbursement from the available assets of Cominar. Article 1322 of the Civil Code of Québec effectively states that the beneficiary of a trust is liable towards third persons for the damage caused by the fault of the trustees of such trust in carrying out their duties only up to the amount of the benefit such beneficiary has derived from the act of such trustees and that such obligations are to be satisfied from the trust patrimony. Accordingly, although this provision remains to be interpreted by the courts, it should provide additional protection to Unitholders with respect to such obligations. The Trustees will cause the activities of Cominar to be conducted, with the advice of counsel, in such a way and in such jurisdictions as to avoid, to the extent they determine to be practicable and consistent with their duty to act in the best interests of the Unitholders, any material risk of liability on the Unitholders for claims against Cominar. Dilution The number of Units Cominar is authorized to issue is unlimited. The Trustees have the discretion to issue additional Units in other circumstances. Additional Units may also be issued pursuant to the DRIP (which is currently suspended), the Equity Incentive Plan and any other incentive plan of Cominar. Any issuance of Units may have a dilutive effect on Unitholders. Restrictions on Certain Unitholders and Liquidity of Units The Contract of Trust imposes restrictions on non-resident Unitholders, who are prohibited from beneficially owning more than 49% of the Units. These restrictions may limit the rights of certain Unitholders, including non-residents of Canada, to acquire Units, to exercise their rights as Unitholders and to initiate and complete take-over bids in respect of the Units. As a result, these restrictions may limit the demand for Units from certain Unitholders and thereby adversely affect the liquidity and market value of the Units held by the public. Unitholders who are non-residents of Canada are required to pay all withholding taxes payable in respect of distributions by Cominar. Cominar withholds such taxes as required by the Income Tax Act and remits such payment to the tax authorities on behalf of the Unitholder. The Income Tax Act contains measures to subject non-residents of Canada to withholding tax of certain otherwise non-taxable distributions of Canadian mutual funds to non-resident Unitholders. This may limit the demand for Units and thereby affect their liquidity and market value. Back to top Back to top Cash Distributions Are Not Guaranteed There can be no assurance regarding the amount of income to be generated by Cominar’s properties. The ability of Cominar to make cash distributions, and the actual amounts distributed, will be entirely dependent on the operations and assets of Cominar and its subsidiaries, and will be subject to various factors including financial performance and results of operations, obligations under applicable credit facilities, fluctuations in working capital, the sustainability of income derived from anchor tenants and capital expenditure requirements. The market value of the Units will deteriorate if Cominar is unable to meet its distribution targets in the future, and that deterioration may be significant. In addition, the composition of cash distributions for tax purposes may change over time and may affect the after-tax return for investors. Nature of Investment A Unitholder does not hold a share of a body corporate. As holders of Units, the Unitholders will not have statutory rights normally associated with ownership of shares of a corporation including, for example, the right to bring “oppression” or “derivative” actions. The rights of Unitholders are based primarily on the Contract of Trust. There is no statute governing the affairs of Cominar equivalent to the CBCA, which sets out the rights, and entitlements of shareholders of corporations in various circumstances. Status for Tax Purposes Cominar is considered a mutual fund trust for income tax purposes. Pursuant to the Contract of Trust, the Trustees intend to distribute or designate all taxable income directly earned by Cominar to Holders and to deduct such distributions and designations for income tax purposes. In the context of the sale of a significant part of its investment properties, Cominar could end up with a substantial taxable profit that would require it to make a sizeable additional special distribution to avoid having to pay taxes itself. Certain of Cominar’s subsidiaries are subject to tax on their taxable income under the Income Tax Act and the Taxation Act (Québec). A special tax regime applies to trusts that are considered SIFTs as well as those individuals who invest in SIFTs. Under the SIFT Rules, a SIFT is subject to tax in a manner similar to corporations on income from business carried on in Canada and on income (other than taxable dividends) or capital gains from “non-portfolio properties” (as defined in the Income Tax Act), at a combined federal/provincial tax rate similar to that of a corporation. The SIFT Rules apply unless (among other exceptions not applicable here) the trust qualifies as a “real estate investment trust” for the year (the “Real Estate Investment Trust Exception”). If Cominar fails to qualify for the Real Estate Investment Trust Exception, Cominar will be subject to the tax regime introduced by the SIFT Rules. Management believes that Cominar currently meets all the criteria required to qualify for the Real Estate Investment Trust Exception, as per the Real Estate Investment Trust Exception currently in effect. As a result, Management believes that the SIFT Rules do not apply to Cominar. Management intends to take all the necessary steps to meet these conditions on an on-going basis in the future. Nonetheless, there is no guarantee that Cominar will continue to meet all the required conditions to be eligible for the Real Estate Investment Trust Exception for fiscal 2019 or any other subsequent year. 99 99 99 Back to top Back to top 100 100 100 Consolidated financial statements Cominar Real Estate Investment Trust December 31, 2018 Back to top Back to top101 101 Back to top Back to top101 Management’s Responsibility for Financial Reporting The accompanying consolidated financial statements of Cominar Real Estate Investment Trust (“Cominar”) were prepared by management, which is responsible for the integrity and fairness of the information presented, including those amounts that must be based on estimates and judgments. These consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”). The financial information in our MD&A is consistent with these consolidated financial statements. In discharging our responsibility for the integrity and fairness of the consolidated financial statements and for the accounting systems from which they are derived, we maintain the necessary system of internal controls designed to ensure that transactions are duly authorized, assets are safeguarded and proper records are maintained. As at December 31, 2018, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer of Cominar had an evaluation carried out, under their direct supervision, of the effectiveness of the controls and procedures used for the preparation of reports as well as internal control over financial reporting, as defined in Multilateral Instrument 52 109 of the Canadian Securities Administrators. Based on that evaluation, they concluded that the disclosure controls were effective. The Board of Trustees oversees management’s responsibility for financial reporting through its Audit Committee, which is composed entirely of trustees who are not members of Cominar’s management or personnel. This Committee reviews our consolidated financial statements and recommends them to the Board for approval. Other key responsibilities of the Audit Committee include reviewing our internal control procedures and their updates, the identification and management of risks, and advising the trustees on auditing matters and financial reporting issues. PricewaterhouseCoopers LLP, a partnership of independent professional chartered accountants appointed by the unitholders of Cominar upon the recommendation of the Audit Committee and the Board of Trustees, have performed an independent audit of the Consolidated Financial Statements as at December 31, 2018 and their report follows. The auditors have full and unrestricted access to the Audit Committee to discuss their audit and related findings. Sylvain Cossette President and Chief Executive Officer HEATHER C. KIRK, B.Com., CFA Executive Vice President and Chief Financial Officer Québec, March 5, 2019 101 Management’s Responsibility for Financial Reporting The accompanying consolidated financial statements of Cominar Real Estate Investment Trust (“Cominar”) were prepared by management, which is responsible for the integrity and fairness of the information presented, including those amounts that must be based on estimates and judgments. These consolidated financial statements were prepared in accordance with International Financial Reporting Standards (“IFRS”). The financial information in our MD&A is consistent with these consolidated financial statements. In discharging our responsibility for the integrity and fairness of the consolidated financial statements and for the accounting systems from which they are derived, we maintain the necessary system of internal controls designed to ensure that transactions are duly authorized, assets are safeguarded and proper records are maintained. As at December 31, 2018, the President and Chief Executive Officer and the Executive Vice President and Chief Financial Officer of Cominar had an evaluation carried out, under their direct supervision, of the effectiveness of the controls and procedures used for the preparation of reports as well as internal control over financial reporting, as defined in Multilateral Instrument 52 109 of the Canadian Securities Administrators. Based on that evaluation, they concluded that the disclosure controls were effective. The Board of Trustees oversees management’s responsibility for financial reporting through its Audit Committee, which is composed entirely of trustees who are not members of Cominar’s management or personnel. This Committee reviews our consolidated financial statements and recommends them to the Board for approval. Other key responsibilities of the Audit Committee include reviewing our internal control procedures and their updates, the identification and management of risks, and advising the trustees on auditing matters and financial reporting issues. PricewaterhouseCoopers LLP, a partnership of independent professional chartered accountants appointed by the unitholders of Cominar upon the recommendation of the Audit Committee and the Board of Trustees, have performed an independent audit of the Consolidated Financial Statements as at December 31, 2018 and their report follows. The auditors have full and unrestricted access to the Audit Committee to discuss their audit and related findings. Sylvain Cossette President and Chief Executive Officer HEATHER C. KIRK, B.Com., CFA Executive Vice President and Chief Financial Officer Québec, March 5, 2019 102 102 Back to top Back to top102 Independent Auditor’s Report To the Unitholders of Cominar Real Estate Investment Trust Our opinion In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the financial position of Cominar Real Estate Investment Trust and its subsidiaries (together, the Trust) as at December 31, 2018 and 2017, and its financial performance and its cash flows for the years then ended in accordance with International Financial Reporting Standards (IFRS). What we have audited The Trust's consolidated financial statements comprise: •the consolidated balance sheets as at December 31, 2018 and 2017; •the consolidated statements of unitholders' equity for the years then ended; •the consolidated statements of comprehensive income for the years then ended; •the consolidated statements of cash flows for the years then ended; and•the notes to the consolidated financial statements, which include a summary of significant accounting policies. Basis for opinion We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the consolidated financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Trust in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada. We have fulfilled our other ethical responsibilities in accordance with these requirements. Other information Management is responsible for the other information. The other information comprises the Management's Discussion and Analysis and the information, other than the consolidated financial statements and our auditor's report thereon, included in the annual report. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Responsibilities of management and those charged with governance for the consolidated financial statements Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is responsible for assessing the Trust's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Trust or to cease operations, or has no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Trust's financial reporting process. PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l.Place de la Cité, Tour Cominar, 2640, Laurier Boulevard, Suite 1700, Québec, Quebec, Canada G1V 5C2 T: +1 418 522 7001, F: +1 418 522 5663 “PwC” refers to PricewaterhouseCoopers LLP/s.r.l./s.e.n.c.r.l., an Ontario limited liability partnership. 103 103 Back to top Back to top103 Auditor's responsibilities for the audit of the consolidated financial statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Trust's internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management. • Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Trust's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Trust to cease to continue as a going concern. • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Trust to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards. The engagement partner on the audit resulting in this independent auditor's report is François Berthiaume. Québec, Quebec March 5, 2019 ______________________________________________________________________ 1 CPA auditor, CA, public accountancy permit No. A125971 104 104 Back to top Back to top104 Consolidated Balance Sheets [in thousands of Canadian dollars] Note December 31, 2018 $ December 31, 2017 $ Assets Investment properties Income properties 5 6,058,191 6,239,383 Properties under development 6 34,293 37,692 Land held for future development 6 93,750 91,580 6,186,234 6,368,655 Investment properties held for sale 7 188,727 1,143,500 Investments in joint ventures 8 92,468 86,299 Goodwill 9 15,721 139,982 Accounts receivable 10 41,162 62,956 Prepaid expenses and other assets 17,901 16,673 Cash and cash equivalents 1,498 6,928 Total assets 6,543,711 7,824,993 Liabilities Mortgages payable 11 1,742,104 1,873,776 Mortgages payable related to investment properties held for sale 7, 11 123 276,350 Debentures 12 1,722,586 1,721,577 Bank borrowings 13 152,950 620,366 Accounts payable and accrued liabilities 14 103,347 117,482 Deferred tax liabilities 22 142 6,681 Current tax liabilities 22 6,763 — Total liabilities 3,728,015 4,616,232 Unitholders' equity Unitholders' equity 2,815,696 3,208,761 Total liabilities and unitholders' equity 6,543,711 7,824,993 See accompanying notes to the consolidated financial statements. Approved by the Board of Trustees. Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. Michel Théroux, FCPA, FCA Chairman of the Board of Trustees President of the Audit Committee 104 Consolidated Balance Sheets [in thousands of Canadian dollars] Note December 31, 2018 $ December 31, 2017 $ Assets Investment properties Income properties 5 6,058,191 6,239,383 Properties under development 6 34,293 37,692 Land held for future development 6 93,750 91,580 6,186,234 6,368,655 Investment properties held for sale 7 188,727 1,143,500 Investments in joint ventures 8 92,468 86,299 Goodwill 9 15,721 139,982 Accounts receivable 10 41,162 62,956 Prepaid expenses and other assets 17,901 16,673 Cash and cash equivalents 1,498 6,928 Total assets 6,543,711 7,824,993 Liabilities Mortgages payable 11 1,742,104 1,873,776 Mortgages payable related to investment properties held for sale 7, 11 123 276,350 Debentures 12 1,722,586 1,721,577 Bank borrowings 13 152,950 620,366 Accounts payable and accrued liabilities 14 103,347 117,482 Deferred tax liabilities 22 142 6,681 Current tax liabilities 22 6,763 — Total liabilities 3,728,015 4,616,232 Unitholders' equity Unitholders' equity 2,815,696 3,208,761 Total liabilities and unitholders' equity 6,543,711 7,824,993 See accompanying notes to the consolidated financial statements. Approved by the Board of Trustees. Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. Michel Théroux, FCPA, FCA Chairman of the Board of Trustees President of the Audit Committee 104 Consolidated Balance Sheets [in thousands of Canadian dollars] Note December 31, 2018 $ December 31, 2017 $ Assets Investment properties Income properties 5 6,058,191 6,239,383 Properties under development 6 34,293 37,692 Land held for future development 6 93,750 91,580 6,186,234 6,368,655 Investment properties held for sale 7 188,727 1,143,500 Investments in joint ventures 8 92,468 86,299 Goodwill 9 15,721 139,982 Accounts receivable 10 41,162 62,956 Prepaid expenses and other assets 17,901 16,673 Cash and cash equivalents 1,498 6,928 Total assets 6,543,711 7,824,993 Liabilities Mortgages payable 11 1,742,104 1,873,776 Mortgages payable related to investment properties held for sale 7, 11 123 276,350 Debentures 12 1,722,586 1,721,577 Bank borrowings 13 152,950 620,366 Accounts payable and accrued liabilities 14 103,347 117,482 Deferred tax liabilities 22 142 6,681 Current tax liabilities 22 6,763 — Total liabilities 3,728,015 4,616,232 Unitholders' equity Unitholders' equity 2,815,696 3,208,761 Total liabilities and unitholders' equity 6,543,711 7,824,993 See accompanying notes to the consolidated financial statements. Approved by the Board of Trustees. Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. Michel Théroux, FCPA, FCA Chairman of the Board of Trustees President of the Audit Committee 105 105 Back to top Back to top105 Consolidated Statements of Unitholders’ Equity For the years ended December 31 [in thousands of Canadian dollars] Note Unitholders' contributions $ Cumulative net income $ Cumulative distributions $ Contributed surplus $ Total $ Balance as at January 1, 2018 3,265,995 1,861,029 (1,922,212) 3,949 3,208,761 Net loss and comprehensive income — (212,282) — — (212,282) Distributions to unitholders 15 — — (143,730) — (143,730) Unit issuances 15 464 — — (359) 105 Repurchase of units under NCIB 15 (39,530) — — — (39,530) Long-term incentive plan 15 — 769 — 1,603 2,372 Balance as at December 31, 2018 3,226,929 1,649,516 (2,065,942) 5,193 2,815,696 Note Unitholders' contributions $ Cumulative net income $ Cumulative distributions $ Contributed surplus $ Total $ Balance as at January 1, 2017 3,234,693 2,250,944 (1,675,689) 5,565 3,815,513 Net loss and comprehensive income — (391,725) — — (391,725) Distributions to unitholders 15 — — (246,523) — (246,523) Unit issuances 15 41,682 — — (1,908) 39,774 Repurchase of units under NCIB 15 (10,380) — — — (10,380) Long-term incentive plan 15 — 1,810 — 292 2,102 Balance as at December 31, 2017 3,265,995 1,861,029 (1,922,212) 3,949 3,208,761 See accompanying notes to the consolidated financial statements. 106 106 Back to top Back to top106 Consolidated Statements of Comprehensive Income For the years ended December 31 [in thousands of Canadian dollars, except per unit amounts] Note 2018 $ 2017 $ Operating revenues Rental revenue from investment properties 16 734,650 835,489 Operating expenses Operating costs 18 (169,630) (187,895) Realty taxes and services (176,958) (194,929) Property management expenses 18 (15,598) (16,628) (362,186) (399,452) Net operating income 372,464 436,037 Finance charges 19 (152,237) (168,752) Trust administrative expenses 20 (23,255) (25,977) Change in fair value of investment properties 5, 6, 7 (267,098) (616,354) Share in joint ventures' net income 8 5,176 5,276 Transaction costs 21 (22,847) — Impairment of goodwill 9 (120,389) — Derecognition of goodwill 7 (3,872) (26,989) Loss before income taxes (212,058) (396,759) Income taxes Current 22 (6,763) — Deferred 22 6,539 5,034 (224) 5,034 Net loss and comprehensive income (212,282) (391,725) Basic and diluted net loss per unit 23 (1.17) (2.13) See accompanying notes to the consolidated financial statements. 106 Consolidated Statements of Comprehensive Income For the years ended December 31 [in thousands of Canadian dollars, except per unit amounts] Note 2018 $ 2017 $ Operating revenues Rental revenue from investment properties 16 734,650 835,489 Operating expenses Operating costs 18 (169,630) (187,895) Realty taxes and services (176,958) (194,929) Property management expenses 18 (15,598) (16,628) (362,186) (399,452) Net operating income 372,464 436,037 Finance charges 19 (152,237) (168,752) Trust administrative expenses 20 (23,255) (25,977) Change in fair value of investment properties 5, 6, 7 (267,098) (616,354) Share in joint ventures' net income 8 5,176 5,276 Transaction costs 21 (22,847) — Impairment of goodwill 9 (120,389) — Derecognition of goodwill 7 (3,872) (26,989) Loss before income taxes (212,058) (396,759) Income taxes Current 22 (6,763) — Deferred 22 6,539 5,034 (224) 5,034 Net loss and comprehensive income (212,282) (391,725) Basic and diluted net loss per unit 23 (1.17) (2.13) See accompanying notes to the consolidated financial statements. 107 107 Back to top Back to top107 Consolidated Statements of Cash Flows For the years ended December 31 [in thousands of Canadian dollars] Note 2018 $ 2017 $ Operating activities Net loss (212,282) (391,725) Adjustments for: Excess of share of net income over distributions received from the joint ventures 8 (4,238) (5,026) Change in fair value of investment properties 5, 6, 7 267,098 616,354 Depreciation and amortization 3,066 (1,504) Compensation expense related to long-term incentive plan 15 2,372 2,102 Deferred income taxes 22 (6,539) (5,034) Derecognition of goodwill 7 3,872 26,989 Impairment of goodwill 9 120,389 — Recognition of leases on a straight-line basis 5, 7 (2,030) (3,941) Changes in non-cash working capital items 24 11,231 (4,990) Cash flows provided by operating activities 182,939 233,225 Investing activities Acquisitions of and investments in income properties 5, 24 (254,516) (203,823) Acquisitions of and investments in properties under development and land held for future development 6, 24 (21,129) (50,009) Refund of costs related to properties under development and land held for future development 7,800 — Mortgage receivable — 8,250 Cash consideration paid in a business combination 8 — (10,016) Cash consideration paid on the acquisition of an additional interest in a joint venture 8 — (21,190) Net proceeds from the sale of investment properties 4, 5, 7 1,037,594 116,372 Contributions to the capital of the joint ventures 8 (1,931) — Change in other assets (3,774) (3,518) Cash flows provided by (used in) investing activities 764,044 (163,934) Financing activities Cash distributions to unitholders 15 (143,730) (206,753) Bank borrowings (467,416) 288,245 Mortgages payable 11 134,947 320,530 Unit issuance net proceeds 15 105 3 Repurchase of units under NCIB 15 (39,530) (10,380) Repayments of debentures at maturity 12 — (250,000) Repayments of mortgages payable 11 (385,984) (150,134) Monthly repayments of mortgages payable 11 (50,805) (63,727) Cash flows used in financing activities (952,413) (72,216) Net change in cash and cash equivalents (5,430) (2,925) Cash and cash equivalents, beginning of year 6,928 9,853 Cash and cash equivalents, end of year 1,498 6,928 Other information Interest paid 157,850 183,217 Cash distributed by a joint venture 8 938 250 See accompanying notes to the consolidated financial statements. 107 Consolidated Statements of Cash Flows For the years ended December 31 [in thousands of Canadian dollars] Note 2018 $ 2017 $ Operating activities Net loss (212,282) (391,725) Adjustments for: Excess of share of net income over distributions received from the joint ventures 8 (4,238) (5,026) Change in fair value of investment properties 5, 6, 7 267,098 616,354 Depreciation and amortization 3,066 (1,504) Compensation expense related to long-term incentive plan 15 2,372 2,102 Deferred income taxes 22 (6,539) (5,034) Derecognition of goodwill 7 3,872 26,989 Impairment of goodwill 9 120,389 — Recognition of leases on a straight-line basis 5, 7 (2,030) (3,941) Changes in non-cash working capital items 24 11,231 (4,990) Cash flows provided by operating activities 182,939 233,225 Investing activities Acquisitions of and investments in income properties 5, 24 (254,516) (203,823) Acquisitions of and investments in properties under development and land held for future development 6, 24 (21,129) (50,009) Refund of costs related to properties under development and land held for future development 7,800 — Mortgage receivable — 8,250 Cash consideration paid in a business combination 8 — (10,016) Cash consideration paid on the acquisition of an additional interest in a joint venture 8 — (21,190) Net proceeds from the sale of investment properties 4, 5, 7 1,037,594 116,372 Contributions to the capital of the joint ventures 8 (1,931) — Change in other assets (3,774) (3,518) Cash flows provided by (used in) investing activities 764,044 (163,934) Financing activities Cash distributions to unitholders 15 (143,730) (206,753) Bank borrowings (467,416) 288,245 Mortgages payable 11 134,947 320,530 Unit issuance net proceeds 15 105 3 Repurchase of units under NCIB 15 (39,530) (10,380) Repayments of debentures at maturity 12 — (250,000) Repayments of mortgages payable 11 (385,984) (150,134) Monthly repayments of mortgages payable 11 (50,805) (63,727) Cash flows used in financing activities (952,413) (72,216) Net change in cash and cash equivalents (5,430) (2,925) Cash and cash equivalents, beginning of year 6,928 9,853 Cash and cash equivalents, end of year 1,498 6,928 Other information Interest paid 157,850 183,217 Cash distributed by a joint venture 8 938 250 See accompanying notes to the consolidated financial statements. 1 ) 2 ) 108 108 Back to top Back to top108 Notes to Consolidated Financial Statements For the years ended December 31, 2018 and 2017 [in thousands of Canadian dollars, except per unit amounts] ) Description of the Trust Cominar Real Estate Investment Trust ("Cominar" or the "Trust") is an unincorporated closed-end real estate investment trust created by a Contract of Trust on March 31, 1998, under the laws of the Province of Quebec. As at December 31, 2018, Cominar owned and managed a real estate portfolio of 428 high-quality properties that covered a total area of 38.1 million square feet in the Province of Quebec and in Ontario. Cominar is listed on the Toronto Stock Exchange, and its units trade under the symbol "CUF.UN." The head office is located at Complexe Jules-Dallaire – T3, 2820 Laurier Boulevard, Suite 850, Québec City, Quebec, Canada, G1V 0C1. Additional information about the Trust is available on Cominar's website at www.cominar.com. The Board of Trustees approved Cominar’s consolidated financial statements on March 5, 2019. ) Significant Accounting Policies a) Basis of presentation Cominar’s consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS"). The accounting policies and application methods thereof have been consistently applied throughout each of the fiscal years presented in these consolidated financial statements. b) Basis of preparation Consolidation These consolidated financial statements include the accounts of Cominar and its wholly owned subsidiaries. Use of estimates, assumptions and judgments The preparation of financial statements in accordance with IFRS requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities in the financial statements. Those estimates, assumptions and judgments also affect the disclosure of contingencies as at the date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results that could differ materially from those estimates, assumptions and judgments, are described below: • Investment properties Investment properties are recorded at fair value at the balance sheet date. Fair value is determined using management’s internal measurements and valuations from independent real estate appraisers, performed in accordance with recognized valuation techniques, as well as definitive agreements to sell investment properties. Techniques used include the capitalized net operating income method that involves estimating standardized net operating income and capitalization rates, and the discounted cash flow method that involves estimating expected future cash flows, as well as discount and capitalization rates. 109 109 Back to top Back to top109 Management’s fair value internal measurements rely on internal financial information and are corroborated by capitalization rates obtained from independent experts. However, internal measurements and values obtained from independent appraisers are both subject to significant judgments, estimates and assumptions about market conditions at the balance sheet date. • Business combinations Business combinations are accounted for using the acquisition method. The cost of a business combination is the value, at the acquisition date, of the assets transferred, liabilities incurred and Unitholders’ equity instruments issued in exchange for control of the acquired business. When the cost of a business combination exceeds the fair value of the assets acquired and liabilities assumed, such excess is recorded as goodwill. Transaction-related costs, as well as costs related to the acquisition of real estate assets, are expensed as incurred. Cominar accounts for investment property acquisitions in accordance with IFRS 3, “Business Combinations” (“IFRS 3”), only when it considers that a business has been acquired. Under IFRS 3, a business is defined as an integrated set of activities and assets that could be conducted and managed for the purpose of providing a direct return to investors in the form of lower costs or other economic benefits. If the investment properties acquisition does not correspond to the definition of a business, a group of assets is deemed to have been acquired. If goodwill is present, the acquisition is presumed to be a business. Judgment is therefore used by management in determining if the acquisition qualifies as a business combination in accordance with IFRS 3 or as an acquisition of a group of assets. Generally, based on its judgment, when Cominar acquires a property or property portfolio without taking on the management of personnel or acquiring an operational platform, it categorizes the acquisition as an acquisition of a group of assets. • Joint arrangements Upon the creation of a joint arrangement, Cominar’s management reviews its classification criteria to determine if it is a joint venture to be accounted for using the equity method or if it is a joint operation for which we must recognize the proportionate share of assets, liabilities, revenues and expenses. Cominar holds 50% and 75% interests in its joint arrangements. It has joint control over them since, under the contractual agreements, unanimous consent is required from all parties to the agreements in decisions concerning all relevant activities. The joint arrangements in which Cominar is involved are structured so that they provide Cominar rights to these entities’ net assets. Therefore, these arrangements are presented as joint ventures and are accounted for using the equity method. • Impairment of goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the net identifiable assets acquired. Its useful life is indefinite. It is not amortized but is tested for impairment on an annual basis or more frequently if events or circumstances indicate that it is more likely than not that goodwill may be impaired. Goodwill resulting from business combinations is allocated to each group of cash-generating units (“CGU”) expected to benefit from the combination. To test impairment, Cominar must determine the recoverable value of net assets of each group of CGU, making assumptions about expected future net operating income as well as discount and capitalization rates. These assumptions are based on Cominar’s past experience as well as on external sources of information. The recoverable value is the higher of the fair value less costs to sell and the value in use. Should the carrying amount of a group of cash-generating units, including goodwill, exceed its recoverable value, impairment is recorded and recognized in profit or loss in the period during which the impairment occurs. • Financial instruments Financial instruments must be initially measured at fair value. Cominar must also estimate and disclose the fair value of certain financial instruments for information purposes in the financial statements presented for subsequent periods. When fair value cannot be derived from active markets, it is determined using valuation techniques, namely the discounted cash flow method. If possible, data used in these models are derived from observable markets, and if not, judgment is required to determine fair value. Judgments take into account liquidity risk, credit risk and volatility. Any changes in assumptions related to these factors could modify the fair value of financial instruments. 110 110 Back to top Back to top110 • Unit options The compensation expense related to unit options is measured at fair value and is amortized based on the graded vesting method using the Black-Scholes model. This model requires management to make many estimates on various data, such as expected life, volatility, the weighted average dividend yield of distributions, the weighted average risk-free interest rate and the expected forfeiture rate. Any changes to certain assumptions could have an impact on the compensation expense related to unit options recognized in the financial statements. • Income taxes Deferred taxes of Cominar’s subsidiaries are measured at the tax rates expected to apply in the future as temporary differences between the reported carrying amounts and the tax bases of the assets and liabilities reverse. Changes to deferred taxes related to changes in tax rates are recognized in income in the period during which the rate change is substantively enacted. Any changes in future tax rates or in the timing of the reversal of temporary differences could affect the income tax expense. Investment properties An investment property is an immovable property held by Cominar to earn rentals or for capital appreciation, or both, rather than for use in the production or supply of goods and services or for administrative purposes, or for sale in the ordinary course of business. Investment properties include income properties, properties under development and land held for future development. Cominar presents its investment properties based on the fair value model. Fair value is the amount for which the property could be exchanged between knowledgeable, willing parties in an arm’s length transaction. Any change in the fair value is recognized in profit or loss in the period in which it arises. The fair value of investment properties should reflect market conditions at the end of the reporting period. Fair value is time-specific as at a given date. As market conditions could change, the amount presented as fair value could be incorrect or inadequate at another date. The fair value of investment properties is based on measurements derived from management’s estimates and valuations from independent appraisers, plus capital expenditures made during the period, where applicable, or according to definitive agreements to sell investment properties. Management regularly reviews appraisals of its investment properties between the appraisal dates in order to determine whether the related assumptions, such as standardized net operating income and capitalization rates, still apply. These assumptions are compared to market data issued by independent experts. When increases or decreases are required, Cominar adjusts the carrying amount of its investment properties. The fair value of Cominar’s investment properties recorded on the balance sheet in accordance with IFRS is the sum of the fair values of each investment property considered individually and does not necessarily reflect the contribution of the following elements that characterize Cominar: (i) the composition of the property portfolio diversified through its client base, geographic markets and business segments; (ii) synergies among different investment properties; and (iii) a fully integrated management approach. Therefore, the fair value of Cominar’s investment properties taken as a whole could differ from that appearing on the consolidated balance sheet. Properties under development in the construction phase are measured at cost until their fair value can be reliably determined, usually when development has been completed. The fair value of land held for future development is based on recent prices derived from comparable market transactions. Capitalization of costs Cominar capitalizes into investment properties the costs incurred to increase their capacity, replace certain components and make improvements after the acquisition date. Cominar also capitalizes major maintenance and repair expenses providing benefits that will last far beyond the end of the reporting period. For construction, expansion or major revitalization projects of income properties that take place over a substantial period of time, Cominar capitalizes the borrowing costs that are directly attributable to the investments in question. Leasehold improvements, incurred directly by Cominar or through an allowance to tenants, which represent capital investments that increase the service capacity and value of properties and for which the economic advantage will extend beyond the term of the lease and will mainly benefit Cominar, as well as initial direct costs, mostly brokerage fees incurred to negotiate or prepare leases, are added to the carrying amount of investment properties when incurred, and are not amortized subsequently. 111 111 Back to top Back to top111 Concerning properties under development and land held for future development, Cominar capitalizes all direct costs incurred for their acquisition, development and construction. Such capitalized costs also include borrowing costs that are directly attributable to the property concerned. Cominar begins capitalizing borrowing costs when it incurs expenditures for the properties in question and when it undertakes activities that are necessary to prepare these properties for their intended use. Cominar ceases capitalizing borrowing costs when the asset is ready for management’s intended use. When Cominar determines that the acquisition of an investment property is an asset acquisition, it capitalizes all costs that are directly related to the acquisition of the property, as well as all expenses incurred to carry out the transaction. Tenant inducements Tenant inducements, mostly the payment of a monetary allowance to tenants and the granting of free occupancy periods, are added to the carrying amount of investment properties as they are incurred and are subsequently amortized against rental revenue from investment properties on a straight-line basis over the related lease term. Investment properties held for sale Investment properties held for sale are classified as being held for sale if their carrying amount will be recovered mainly through a sale transaction rather than through continuing use. Investment properties held for sale continue to be measured using the fair value model. Financial instruments Cominar groups its financial instruments into classes according to the purpose for which they were acquired and to their characteristics. Management determines such classification upon initial measurement, which is usually at the date of acquisition. Cominar uses the following classifications for its financial instruments: • Cash and cash equivalents and accounts receivable are classified as “Financial assets at amortized cost.” They are initially measured at fair value. Subsequently, they are measured at amortized cost using the effective interest method. For Cominar, this value generally represents cost. • Mortgages payable, debentures, bank borrowings, and accounts payable and accrued liabilities are classified as “Financial liabilities at amortized cost.” They are initially measured at fair value. Subsequently, they are measured at amortized cost using the effective interest method. Cash and cash equivalents Cash and cash equivalents consist of cash and investments that are readily convertible into a known amount of cash, that are not subject to a significant risk of change in value and that have original maturities of three months or less. Bank borrowings are considered to be financing activities. Deferred financing costs Issue costs incurred to obtain term loan financing, typically through mortgages payable or debentures, are applied against the borrowings and are amortized using the effective interest rate method over the term of the related debt. Financing costs related to the operating and acquisition credit facility are recorded as assets under prepaid expenses and other assets and are amortized on a straight-line basis over the term of the credit facility. Revenue recognition Management has determined that all leases concluded between Cominar and its tenants are operating leases. Minimum lease payments are recognized using the straight-line method over the term of the related leases, and the excess of payments recognized over amounts payable is recorded on Cominar’s consolidated balance sheet under investment properties. Leases generally provide for the tenants’ payment of maintenance expenses for common elements, realty taxes and other operating costs, such payment being recognized as operating revenues in the period when the right to payment vests. Percentage leases are recognized when the minimum sales level has been reached pursuant to the related leases. Lease cancellation fees are recognized when they are due. Lastly, incidental income is recognized when services are rendered. 112 112 Back to top Back to top112 Long-term incentive plan Cominar has a long-term incentive plan in order to attract, retain and motivate its employees to attain Cominar’s objectives. This plan does not provide for any cash settlements. Performance units Cominar recognizes a compensation expense on performance units, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized on a straight-line basis over the duration of the vesting period. Deferred units Cominar recognizes a compensation expense on deferred units granted, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized using the graded vesting method. Restricted units Cominar recognizes a compensation expense on restricted unit options granted, based on their fair value, which corresponds to the market value of Cominar units on the date of the grant. The compensation expense is amortized on a straight-line basis over the duration of the vesting period. Unit purchase options Cominar recognizes a compensation expense on unit options granted, based on their fair value on the date of the grant, which is calculated using an option valuation model. The compensation expense is amortized using the graded vesting method. Income taxes Cominar is considered a mutual fund trust for income tax purposes. Pursuant to the Contract of Trust, the trustees intend to distribute or designate all taxable income directly earned by Cominar to unitholders and to deduct such distributions and allocations from its income for tax purposes. Therefore, no provision for income taxes is required. Cominar’s subsidiaries that are incorporated as business corporations are subject to tax on their taxable income under the Income Tax Act (Canada) and the taxation acts of the provinces concerned. These subsidiaries account for their taxes payable or recoverable at the current enacted tax rates and use the asset and liability method to account for deferred taxes. The net deferred tax liability represents the cumulative amount of taxes applicable to temporary differences between the reported carrying amounts and tax bases of the assets and liabilities. Per unit calculations Basic net income (net loss) per unit is calculated based on the weighted average number of units outstanding for the period. The calculation of net income (net loss) per unit on a diluted basis considers the potential issuance of units under the long-term incentive plan, if dilutive. Segment information Segment information is presented in accordance with IFRS 8, “Operating segments,” which recommends presenting and disclosing segment information in accordance with information that is regularly assessed by the chief operating decision makers in order to determine the performance of each segment. c) New accounting policies On January 1, 2018, Cominar adopted the following new accounting standards: IFRS 9, “Financial Instruments” Cominar has applied the new classification and valuation requirements retrospectively without restating the comparative periods. The adoption of this new accounting standard had no significant impact on Cominar’s consolidated financial statements. Only the terms used have changed. IFRS 15, “Revenue from Contracts with Customers” Following the adoption of this new accounting standard, Cominar added a note in its financial statements detailing the main components of the operating revenues according to their nature. Cominar has applied this standard retrospectively. The adoption of this new accounting standard had no other impact on Cominar’s consolidated financial statements. 3 ) 4 ) 113 113 Back to top Back to top113 ) Future Change in an Accounting Standard IFRS 16, “Leases” In January 2016, the IASB issued IFRS 16, “Leases”. IFRS 16 sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract, i.e. the customer (lessee) and the supplier (lessor). IFRS 16 will cancel and replace the previous standard, IAS 17, “Leases”, and related interpretations. IFRS 16 will be effective for annual periods beginning on or after January 1, 2019, with earlier adoption permitted if IFRS 15 is also applied. The adoption of this new standard will have no significant impact on Cominar’s consolidated financial statements since no important changes were made to the accounting model by the lessor. ) Acquisitions and Dispositions Acquisitions in 2018 On June 20, 2018, Cominar completed the acquisition of the property of a shadow tenant located on the land of Les Rivières shopping centre, in Trois-Rivières, in Quebec, for an amount of $3,500. On September 24, 2018, Cominar acquired, for $36,000, the land and superficies rights (the equivalent of air rights in Quebec) related to a property located in the Québec City area, in Quebec, in which Cominar had been leasing the superficies rights associated with its office building. The other superficies rights are leased by the operator of a hotel that shares the site. This acquisition is the result of a purchase option Cominar acquired as part of an earlier transaction. Dispositions of Investment Properties Held for Sale in 2018 On March 27, 2018, Cominar completed the sale of 95 properties, comprised of 35 office properties, 23 retail properties and 37 industrial and flex properties, located in the Greater Toronto Area, in Ontario, Western Canada and the Atlantic Provinces, for an amount of $1,140,000 before the closing adjustments of $7,578 and $105,992 in mortgages payable that were assumed by the purchaser. The following table summarizes this transaction: $ Selling price 1,140,000 Closing adjustments (7,578) Mortgages payable assumed by the purchaser (105,992) Net proceeds 1,026,430 Following the transaction, the net proceeds of $1,026,430 were used to repay a $75,000 bridge loan, $321,623 in mortgages payable, to reduce the bank borrowings by $549,700 and the balance was allocated to the Trust’s general needs. On December 13, 2018, Cominar completed the sale of one office property located in the Montreal area, in Quebec, for a total selling price of $8,150. These properties sold during fiscal 2018 have been subject to an overall decrease in their carrying amount to their fair value of $5,490 in 2018. These properties had been subject to an overall decrease in their carrying amount to their fair value of $282,370 in 2017. Disposition of an Income Property in 2018 On August 31, 2018, Cominar completed the sale of one industrial and flex property located in Saguenay, Quebec, for an amount of $2,850. This property has been subject to a decrease in its carrying amount to its fair value of $1,032 in 2018. This property had been subject to a decrease in its carrying amount to its fair value of $2 in 2017. 114 114 Back to top Back to top114 Business Combination in 2017 On January 13, 2017, Cominar acquired an additional 25% ownership interest in Société en commandite Chaudière-Duplessis for an amount of $10,016, increasing its interest from 75% to 100%. From that date, Société en commandite Chaudière-Duplessis became a wholly owned subsidiary of Cominar. Cominar accounted for this transaction using the acquisition method, in accordance with IFRS 3 “Business Combinations.” IFRS 3 requires the recognition of 100% of the net assets acquired in the consolidated financial statements as well as the derecognition of the investment in a joint venture. The following table summarizes the acquisition-date fair value of net assets acquired and the purchase price: As at January 13, 2017 Final purchase price allocation $ Properties under development 40,334 Working capital (207) Net assets of Société en commandite Chaudière-Duplessis 40,127 Previously held interest in the joint venture (30,111) Cash consideration 10,016 The cash consideration paid for the acquisition has been financed by the credit facility. The results of this subsidiary are included in the consolidated financial statements from the date of acquisition. Dispositions of Income Properties in 2017 On July 19, 2017, Cominar completed the sale of a retail property located in Ontario, for a total selling price of $850. On July 27, 2017, Cominar completed the sale of a retail property located in the Granby area, Quebec, for a total selling price of $1,000. On August 17, 2017, Cominar completed the sale of a retail property located in Chicoutimi, Quebec, for a total selling price of $2,250. On December 8, 2017, Cominar completed the sale of an industrial and flex property located in the Montréal area, Quebec, for a total selling price of $4,000. These properties sold during fiscal 2017 had been subject to an overall increase in their carrying amount to their fair value of $276. Dispositions of Investment Properties Held for Sale in 2017 On January 31, 2017, Cominar completed the sale of one industrial and flex property and one retail property located in the Toronto area, for a total selling price of $58,400. On March 3, 2017, Cominar completed the sale of a portfolio of 8 retail properties located in the Montréal area and in Ontario for a total selling price of $35,250. On April 19, 2017, Cominar completed the sale of a retail property located in the Québec area for a total selling price of $850. On June 26, 2017, Cominar completed the sale of a retail property located in Nova Scotia for a total selling price of $400. On July 13, 2017, Cominar completed the sale of an industrial and flex property located in the Québec area, for a total selling price of $2,250. The properties sold by Cominar during fiscal 2017 had been subject to an overall decrease in their carrying amount to their fair value of $819. 5 ) 115 115 Back to top Back to top115 Transfers to Income Properties in 2017 At the end of 2017, Cominar transferred two properties from properties under development to income properties. The first property, an office building valued at $31,285 at the time of the transfer with a leasable area of 119,000 square feet, is located in Laval. The second property, an industrial and flex building valued at $11,315 at the time of the transfer with a leasable area of 75,000 square feet, is located in Lévis. ) Income Properties For the years ended December 31 Note 2018 $ 2017 $ Balance, beginning of year 6,239,383 7,676,134 Acquisitions and related costs 4 39,710 478 Change in fair value (242,307) (592,229) Capital costs 204,325 190,151 Dispositions 4 (3,014) (8,100) Transfers from properties under development 6 — 42,600 Net transfers to investment properties held for sale 7 (191,241) (1,086,687) Change in initial direct costs 9,819 13,095 Recognition of leases on a straight-line basis 1,516 3,941 Balance, end of year 6,058,191 6,239,383 Change in Fair Value of Investment Properties Cominar opted to present its investment properties in the consolidated financial statements according to the fair value model. Fair value is determined based on evaluations performed using management’s internal estimates and by independent real estate appraisers, plus capital expenditures made during the period, where applicable, or according to definitive agreements to sell investment properties. External valuations were carried out by independent national firms holding a recognized and relevant professional qualification and having recent experience in the location and category of the investment properties being valued. As per Cominar’s policy on valuing investment properties, during fiscal 2018, management revalued the entire real estate portfolio and determined that a net decrease of $267,098 was necessary to change the carrying amount in fair value of investment properties [decrease of $616,354 in 2017]. The change in fair value related to investment properties held as at the year-end date amounts to $260,563 [$615,811 in 2017]. In 2018, the fair value of investment properties from external valuations amounted to 19% [28% in 2017] of the total fair value of all investment properties. Internally valued investment properties have been valued mainly using the capitalized net operating income method. Externally valued investment properties have been valued either with the capitalized net operating income method or the discounted cash flow method. Here is a description of these methods and the key assumptions used: Capitalized net operating income method – Under this method, capitalization rates are applied to standardized net operating income in order to comply with current valuation standards. The standardized net operating income represents adjusted net operating income for items such as management expenses, occupancy rates, the recognition of leases on a straight-line basis and other non-recurring items. The key factor is the capitalization rate for each property or property type. Cominar regularly receives publications from national firms dealing with real estate activity and trends. Such market data reports include different capitalization rates by property type and geographical area. Discounted cash flow method – Under this method, the expected future cash flows are discounted using an appropriate rate based on the risk of the property. Expected future cash flows for each investment property are based upon, but not limited to, rental income from current leases, budgeted and actual expenses, and assumptions about rental income from future leases. Discount and capitalization rates are estimated using market surveys, available appraisals and market comparables. To the extent that the capitalization rate ranges change from one reporting period to the next, or if another rate within the provided ranges is more appropriate than the rate previously used, the fair value of investment properties increases or decreases accordingly. The change in the fair value of investment properties is reported in the results. 116 116 Back to top 6 ) Back to top116 As required under IFRS, Cominar has determined that an increase or decrease in 2018 of 0.1% in the applied capitalization rates for the entire real estate portfolio, excluding for the investment properties held for sale, would result in a decrease or increase of approximately $101,100 [$103,400 in 2017] in the fair value of its investment properties. Capitalization and discount rates used in both the internal and external valuations are consistent with each other. 2018 2017 Range Weighted average Range Weighted average Office properties Capitalized net operating income method Capitalization rate 4,8 % - 8,5 % 5.9% 5.3% - 9.3% 6.2% Discounted cash flow method Capitalization rate 5,0 % - 5,8 % 5.2% 5.5% - 6.5% 5.8% Discount rate 5,5 % - 7,3 % 5.9% 6.0% - 7.3% 6.3% Retail properties Capitalized net operating income method Capitalization rate 4,8 % - 8,5 % 6.2% 5.0% - 8.3% 6.1% Discounted cash flow method Capitalization rate 5,0 % - 7,5 % 5.8% 5.3% - 8.8% 5.8% Discount rate 5,5 % - 8,0 % 6.6% 5.3% - 8.0% 6.2% Industrial and flex properties Capitalized net operating income method Capitalization rate 4,8 % - 8,0 % 6.3% 5.5% - 11.0% 6.8% Discounted cash flow method Capitalization rate 5,0 % - 7,8 % 5.7% 6.3% - 7.0% 6.5% Discount rate 5,5 % - 8,3 % 6.2% 7.0% - 7.8% 7.2% Total Capitalized net operating income method Capitalization rate 6.1% 6.3% Discounted cash flow method Capitalization rate 5.5% 5.9% Discount rate 6.2% 6.3% ) Properties Under Development and Land Held for Future Development For the years ended December 31 Note 2018 $ 2017 $ Balance, beginning of year 129,272 136,596 — — Acquisitions and related costs — 22,600 Change in fair value (19,857) (24,125) Capital costs 15,382 16,051 Disposition of a portion of land (2,400) (16,244) Capitalized interest 5,546 6,636 Transfers to income properties 4, 5 — (42,600) Transfer to investment properties held for sale 7 — (10,000) Business combination 4 — 40,334 Change in initial direct costs 100 24 Balance, end of year 128,043 129,272 Breakdown: Properties under development 34,293 37,692 Land held for future development 93,750 91,580 7 ) 8 ) 117 117 Back to top Back to top117 ) Investment Properties Held for Sale Cominar has engaged in a process to sell some income properties and expects to close these transactions within the next few months. During the quarter ended September 30, 2018, Cominar transferred 6 income properties having a value of $40,700 to investment properties held for sale. During the quarter ended December 31, 2018, Cominar transferred 34 additional income properties having a value of $150,541 to investment properties held for sale. A portion of goodwill, in the amount of $3,872, associated with these properties has been allocated to the assets held for sale and then has been subject to derecognition. For the years ended December 31 2018 2017 Note Office properties $ Retail properties $ Industrial and flex properties $ Total $ Total $ Investment properties held for sale and goodwill Balance, beginning of year 600,552 381,707 161,241 1,143,500 143,130 Net transfers from income properties 5 53,000 111,041 27,200 191,241 1,086,687 Transfers from properties under development and land held for future development 6 — — — — 10,000 Capitalized costs(1) 5,667 645 758 7,070 — Change in fair value (3,531) (645) (758) (4,934) — Dispositions 4 (605,202) (381,707) (161,241) (1,148,150) (96,317) Transfer of goodwill 9 1,725 2,030 117 3,872 26,989 Derecognition of goodwill (1,725) (2,030) (117) (3,872) (26,989) Balance, end of year 50,486 111,041 27,200 188,727 1,143,500 (1) Includes $514 of recognition of leases on a straight-line basis. For the years ended December 31 2018 2017 Note Office properties $ Retail properties $ Industrial and flex properties $ Total $ Total $ Mortgages payable related to the investment properties held for sale Balance, beginning of year 238,312 3,614 34,424 276,350 — Monthly repayments of principal (2,112) (32) (256) (2,400) — Repayments of balances (130,208) (3,582) (34,168) (167,958) — Mortgages payable assumed by the purchaser 11 (105,992) — — (105,992) — Transfer of mortgages payable related to investment properties held for sale 123 — — 123 276,350 Balance, end of year 123 — — 123 276,350 118 ) Joint Ventures As at December 31 Joint ventures Address City/province 2018 Ownership interest 2017 Ownership interest Société en commandite Complexe Jules-Dallaire 2820 Laurier Boulevard Québec City, Quebec 75% 75% Société en commandite Bouvier-Bertrand Espace Bouvier Québec City, Quebec 50% 50% Société en commandite Marais Du Marais Street Québec City, Quebec 75% 75% The business objective of these joint ventures is the ownership, management and development of real estate projects. On January 13, 2017, Cominar acquired an additional 25% ownership interest in Société en commandite Chaudière-Duplessis for an amount of $10,016, increasing its interest from 75% to 100%. From that date, Société en commandite Chaudière-Duplessis became a wholly owned subsidiary of Cominar. On May 31, 2017, Cominar acquired an additional 25% ownership interest in Société en commandite Complexe Jules-Dallaire for an amount of $21,190. The following table summarizes the financial information on the investments in these joint ventures accounted for under the equity method: For the years ended December 31 Note 2018 $ 2017 $ Investments in joint ventures, beginning of year 86,299 90,194 Contributions to the capital of the joint ventures 1,931 — Share of joint ventures’ net income and comprehensive income 5,176 5,276 Cash distributions by a joint venture (938) (250) Acquisition of an additional interest in a joint venture — 21,190 Business combination 4, 6 — (30,111) Investments in joint ventures, end of year 92,468 86,299 Contractual rights and obligations The formation of each joint venture is recognized by limited partnership agreements and unanimous shareholder agreements of the general partner, in which the rights and obligations of each limited partner or shareholder are provided for. Among these terms and conditions, the important decisions with regard to joint ventures are taken unanimously by the limited partners for the limited partnerships, and by the shareholders for the general partners. Capital contributions are made on a pro rata basis between the limited partners. In addition, each limited partner has the right of first refusal, should the other limited partner transfer its participation in the joint venture. In the event that one of the limited partners is subject to a change of control, or if its assets are sold, the other limited partner has a purchase option for the participation at the fair market value. Recourse or purchase option mechanisms benefits each limited partner in respect of the other limited partner if it is in default under the agreements or if it becomes insolvent 118 118 Back to top118 ) Joint Ventures As at December 31 Joint ventures Address City/province 2018 Ownership interest 2017 Ownership interest Société en commandite Complexe Jules-Dallaire 2820 Laurier Boulevard Québec City, Quebec 75% 75% Société en commandite Bouvier-Bertrand Espace Bouvier Québec City, Quebec 50% 50% Société en commandite Marais Du Marais Street Québec City, Quebec 75% 75% The business objective of these joint ventures is the ownership, management and development of real estate projects. On January 13, 2017, Cominar acquired an additional 25% ownership interest in Société en commandite Chaudière-Duplessis for an amount of $10,016, increasing its interest from 75% to 100%. From that date, Société en commandite Chaudière-Duplessis became a wholly owned subsidiary of Cominar. On May 31, 2017, Cominar acquired an additional 25% ownership interest in Société en commandite Complexe Jules-Dallaire for an amount of $21,190. The following table summarizes the financial information on the investments in these joint ventures accounted for under the equity method: For the years ended December 31 Note 2018 $ 2017 $ Investments in joint ventures, beginning of year 86,299 90,194 Contributions to the capital of the joint ventures 1,931 — Share of joint ventures’ net income and comprehensive income 5,176 5,276 Cash distributions by a joint venture (938) (250) Acquisition of an additional interest in a joint venture — 21,190 Business combination 4, 6 — (30,111) Investments in joint ventures, end of year 92,468 86,299 Contractual rights and obligations The formation of each joint venture is recognized by limited partnership agreements and unanimous shareholder agreements of the general partner, in which the rights and obligations of each limited partner or shareholder are provided for. Among these terms and conditions, the important decisions with regard to joint ventures are taken unanimously by the limited partners for the limited partnerships, and by the shareholders for the general partners. Capital contributions are made on a pro rata basis between the limited partners. In addition, each limited partner has the right of first refusal, should the other limited partner transfer its participation in the joint venture. In the event that one of the limited partners is subject to a change of control, or if its assets are sold, the other limited partner has a purchase option for the participation at the fair market value. Recourse or purchase option mechanisms benefits each limited partner in respect of the other limited partner if it is in default under the agreements or if it becomes insolvent 119 The following tables summarize the joint ventures’ net assets and net income as well as Cominar’s proportionate share: As at December 31 Joint ventures Cominar's proportionate share 2018 $ 2017 $ 2018 $ 2017 $ Income properties 237,400 231,650 166,765 163,475 Properties under development 14,782 11,711 7,392 5,855 Land held for future development 11,200 13,501 8,400 10,126 Other assets 1,481 1,020 983 658 Mortgages payable (123,762) (109,918) (85,534) (79,286) Bank borrowings(1) (8,000) (23,900) (4,000) (11,950) Other liabilities (2,412) (4,502) (1,538) (2,579) Net assets of joint ventures 130,689 119,562 92,468 86,299 (1) Société en commandite Bouvier-Bertrand has a $12,500 credit facility, which is secured by the joint ventures. For the years ended December 31 Joint ventures Cominar's proportionate share 2018 $ 2017 $ 2018 $ 2017 $ Operating revenues 23,478 21,503 16,445 13,351 Operating expenses (9,811) (9,287) (6,952) (5,802) Net operating income 13,667 12,216 9,493 7,549 Finance charges (5,633) (5,525) (3,968) (3,449) Administrative expenses (97) (81) (50) (44) Change in fair value 664 704 (299) 1,220 Net income 8,601 7,314 5,176 5,276 ) Goodwill At year-end, Cominar tested its assets for impairment of goodwill by determining the recoverable value of the net assets of each group of CGUs and comparing it to the carrying amount, including goodwill. As at December 31, 2018, the recoverable value of CGUs was determined based on the value in use and calculated by discounting future net operating income expected to be generated from continuing use. For fiscal years 2019 to 2029, net operating income projections are based on management’s budget projections supported by past experience, assuming stable increase in net operating income. The discount and capitalization rates are estimated based on each segment’s weighted average capitalization rate. Following testing, Cominar recorded an impairment of goodwill of $120,389 for the office and retail segments as at December 31, 2018. As at that date, goodwill for the industrial and flex segment was not impaired. Goodwill is measured using Level 3 inputs of the fair value hierarchy, which means that the inputs used are not based on observable market data. 119 119 9 ) Goodwill Back to top120 GOODWILL Note Office properties $ Retail properties $ Industrial and flex properties $ Total $ Balance as at January 1, 2017 98,073 51,212 17,686 166,971 Transfer to investment properties held for sale (18,577) (6,564) (1,848) (26,989) Balance as at December 31, 2017 79,496 44,648 15,838 139,982 Transfer to investment properties held for sale 7 (1,725) (2,030) (117) (3,872) Impairment of goodwill (77,771) (42,618) — (120,389) Balance as at December 31, 2018 — — 15,721 15,721 The discount and capitalization rates and the growth in net operating income used to value the recoverable amount as at December 31, 2018 of net assets for each group of CGUs are as follows: As at December 31, 2018 Office properties Retail properties Industrial and flex properties Capitalization rate 6.2% 6.2% 6.5% Discount rate 6.9% 7.2% 7.1% ) Accounts Receivable As at December 31 2018 $ 2017 $ Trade receivables 25,408 27,403 Expected credit losses (6,326) (7,581) 19,082 19,822 Accounts receivable – related parties — 1,969 Interest-bearing accounts receivable(1) 872 3,554 Security deposits 486 8,434 Other receivables and accrued income 20,722 29,177 Total 41,162 62,956 (1) Average effective interest rate 5.79% 5.91% 119 The following tables summarize the joint ventures’ net assets and net income as well as Cominar’s proportionate share: As at December 31 Joint ventures Cominar's proportionate share 2018 $ 2017 $ 2018 $ 2017 $ Income properties 237,400 231,650 166,765 163,475 Properties under development 14,782 11,711 7,392 5,855 Land held for future development 11,200 13,501 8,400 10,126 Other assets 1,481 1,020 983 658 Mortgages payable (123,762) (109,918) (85,534) (79,286) Bank borrowings(1) (8,000) (23,900) (4,000) (11,950) Other liabilities (2,412) (4,502) (1,538) (2,579) Net assets of joint ventures 130,689 119,562 92,468 86,299 (1) Société en commandite Bouvier-Bertrand has a $12,500 credit facility, which is secured by the joint ventures. For the years ended December 31 Joint ventures Cominar's proportionate share 2018 $ 2017 $ 2018 $ 2017 $ Operating revenues 23,478 21,503 16,445 13,351 Operating expenses (9,811) (9,287) (6,952) (5,802) Net operating income 13,667 12,216 9,493 7,549 Finance charges (5,633) (5,525) (3,968) (3,449) Administrative expenses (97) (81) (50) (44) Change in fair value 664 704 (299) 1,220 Net income 8,601 7,314 5,176 5,276 ) Goodwill At year-end, Cominar tested its assets for impairment of goodwill by determining the recoverable value of the net assets of each group of CGUs and comparing it to the carrying amount, including goodwill. As at December 31, 2018, the recoverable value of CGUs was determined based on the value in use and calculated by discounting future net operating income expected to be generated from continuing use. For fiscal years 2019 to 2029, net operating income projections are based on management’s budget projections supported by past experience, assuming stable increase in net operating income. The discount and capitalization rates are estimated based on each segment’s weighted average capitalization rate. Following testing, Cominar recorded an impairment of goodwill of $120,389 for the office and retail segments as at December 31, 2018. As at that date, goodwill for the industrial and flex segment was not impaired. Goodwill is measured using Level 3 inputs of the fair value hierarchy, which means that the inputs used are not based on observable market data. 10 ) 11 ) 120 120 Back to top Back to top120 GOODWILL Note Office properties $ Retail properties $ Industrial and flex properties $ Total $ Balance as at January 1, 2017 98,073 51,212 17,686 166,971 Transfer to investment properties held for sale (18,577) (6,564) (1,848) (26,989) Balance as at December 31, 2017 79,496 44,648 15,838 139,982 Transfer to investment properties held for sale 7 (1,725) (2,030) (117) (3,872) Impairment of goodwill (77,771) (42,618) — (120,389) Balance as at December 31, 2018 — — 15,721 15,721 The discount and capitalization rates and the growth in net operating income used to value the recoverable amount as at December 31, 2018 of net assets for each group of CGUs are as follows: As at December 31, 2018 Office properties Retail properties Industrial and flex properties Capitalization rate 6.2% 6.2% 6.5% Discount rate 6.9% 7.2% 7.1% ) Accounts Receivable As at December 31 2018 $ 2017 $ Trade receivables 25,408 27,403 Expected credit losses (6,326) (7,581) 19,082 19,822 Accounts receivable – related parties — 1,969 Interest-bearing accounts receivable(1) 872 3,554 Security deposits 486 8,434 Other receivables and accrued income 20,722 29,177 Total 41,162 62,956 (1) Average effective interest rate 5.79% 5.91% 121 ) Mortgages Payable For the years ended December 31 2018 2017 Note $ Weighted average contractual rate $ Weighted average contractual rate Balance, beginning of year 2,153,896 4.22% 2,045,957 4.37% Mortgages payable contracted 347,500 4.02% 321,800 3.27% Monthly repayments of principal (50,805) — (63,727) — Repayments of balances (596,608) 4.66% (150,134) 4.94% Mortgages payable assigned 7 (105,992) 3.72% — — 1,747,991 4.03% 2,153,896 4.22% Plus: Fair value adjustments on assumed mortgages payable 727 2,167 Less: Deferred financing costs (6,491) (5,937) Balance, end of year(1)(2) 1,742,227 2,150,126 1) As at December 31, 2018, includes $123 in mortgages payable related to the properties held for sale at that date. 2) As at December 31, 2017, includes $276,350 in mortgages payable related to the properties held for sale at that date. Contractual maturities of mortgages payable are as follows as at December 31, 2018: For the years ending December 31 Repayment of principal $ Balances at maturity $ Total $ 2019 48,273 2,257 50,530 2020 50,129 80,974 131,103 2021 44,365 326,177 370,542 2022 37,173 184,248 221,421 2023 33,251 292,489 325,740 2024 and thereafter 61,725 586,930 648,655 Total 274,916 1,473,075 1,747,991 Mortgages payable are secured by immovable hypothecs on investment properties with a book value of $3,505,827 [$4,025,062 as at December 31, 2017]. They bear annual contractual interest rates ranging from 2.52% to 6.94% [2.52% to 7.75% as at December 31, 2017], representing a weighted average contractual rate of 4.03% as at December 31, 2018 [4.22% as at December 31, 2017], and mature at various dates from January 2019 to April 2034. As at December 31, 2018, the weighted average effective interest rate was 4.11% [3.95% as at December 31, 2017]. As at December 31, 2018, nearly all mortgages payable were bearing interest at fixed rates. Some of the mortgages payable include restrictive covenants, with which Cominar was in compliance as at both December 31, 2018 and December 31, 2017. 12 ) 13 ) 14 ) 121 121 Back to top Back to top122 ) Debentures For the years ended December 31 2018 2017 $ Weighted average contractual rate $ Weighted average contractual rate Balance, beginning of year 1,725,000 4.23% 1,975,000 4.23% Repayment at maturity — — (250,000) 4.274% 1,725,000 4.23% 1,725,000 4.23% Less: Deferred financing costs (3,350) (4,878) Plus: Net premium and discount on issuance 936 1,455 Balance, end of year 1,722,586 1,721,577 On June 15, 2017, Cominar reimbursed at maturity its Series 1 senior unsecured debentures totalling $250,000 and bearing interest at 4.274% using its unsecured revolving operating and acquisition credit facility. The following table presents characteristics of outstanding debentures as at December 31, 2018: Date of issuance Contractual interest rate Effective interest rate Maturity date Par value as at December 31, 2018 $ Series 2 December 2012(1) 4.23% 4.37% December 2019 300,000 Series 3 May 2013 4.00% 4.24% November 2020 100,000 Series 4 July 2013(2) 4.941% 4.81% July 2020 300,000 Series 7 September 2014 3.62% 3.70% June 2019 300,000 Series 8 December 2014 4.25% 4.34% December 2021 200,000 Series 9 June 2015 4.164% 4.25% June 2022 300,000 Series 10 May 2016 4.247% 4.34% May 2023 225,000 4.23% 4.29% 1,725,000 (1) Re-opened in February 2013 ($100,000). (2) Re-opened in January 2014 ($100,000) and March 2014 ($100,000). The debentures, under the trust indenture, contain restrictive covenants, with which Cominar was in compliance as at December 31, 2018 and 2017. ) Bank Borrowings As at December 31, 2018, Cominar had an unsecured renewable operating and acquisition credit facility of up to $700,000 maturing in August 2019. This credit facility bears interest at the prime rate plus 110 basis points or at the bankers’ acceptance rate plus 210 basis points. This credit facility contains certain restrictive covenants, with which Cominar was in compliance as at December 31, 2018 and December 31, 2017. As at December 31, 2018, bank borrowings totalled $152,950 and availability was $547,050. Subsequent to the year ended December 31, 2018, Cominar reduced the maximum amount of the unsecured revolving operating and acquisition credit facility from $700,000 to $500,000. 122 ) Debentures For the years ended December 31 2018 2017 $ Weighted average contractual rate $ Weighted average contractual rate Balance, beginning of year 1,725,000 4.23% 1,975,000 4.23% Repayment at maturity — — (250,000) 4.274% 1,725,000 4.23% 1,725,000 4.23% Less: Deferred financing costs (3,350) (4,878) Plus: Net premium and discount on issuance 936 1,455 Balance, end of year 1,722,586 1,721,577 On June 15, 2017, Cominar reimbursed at maturity its Series 1 senior unsecured debentures totalling $250,000 and bearing interest at 4.274% using its unsecured revolving operating and acquisition credit facility. The following table presents characteristics of outstanding debentures as at December 31, 2018: Date of issuance Contractual interest rate Effective interest rate Maturity date Par value as at December 31, 2018 $ Series 2 December 2012(1) 4.23% 4.37% December 2019 300,000 Series 3 May 2013 4.00% 4.24% November 2020 100,000 Series 4 July 2013(2) 4.941% 4.81% July 2020 300,000 Series 7 September 2014 3.62% 3.70% June 2019 300,000 Series 8 December 2014 4.25% 4.34% December 2021 200,000 Series 9 June 2015 4.164% 4.25% June 2022 300,000 Series 10 May 2016 4.247% 4.34% May 2023 225,000 4.23% 4.29% 1,725,000 (1) Re-opened in February 2013 ($100,000). (2) Re-opened in January 2014 ($100,000) and March 2014 ($100,000). The debentures, under the trust indenture, contain restrictive covenants, with which Cominar was in compliance as at December 31, 2018 and 2017. ) Bank Borrowings As at December 31, 2018, Cominar had an unsecured renewable operating and acquisition credit facility of up to $700,000 maturing in August 2019. This credit facility bears interest at the prime rate plus 110 basis points or at the bankers’ acceptance rate plus 210 basis points. This credit facility contains certain restrictive covenants, with which Cominar was in compliance as at December 31, 2018 and December 31, 2017. As at December 31, 2018, bank borrowings totalled $152,950 and availability was $547,050. Subsequent to the year ended December 31, 2018, Cominar reduced the maximum amount of the unsecured revolving operating and acquisition credit facility from $700,000 to $500,000. 123 ) Accounts Payable and Accrued Liabilities As at December 31 2018 $ 2017 $ Trade accounts payable 3,064 2,617 Accounts payable – related parties — 15,696 Accrued interest payable 18,061 17,473 Prepaid rent and tenants’ deposits 25,494 29,188 Other accounts payable and accrued expenses 47,753 41,889 Commodity taxes and other non-financial liabilities 8,975 10,619 Total 103,347 117,482 ) Issued and Outstanding Units Ownership interests in Cominar are represented by a single class of units, unlimited in number. Units represent a unitholder’s undivided and proportionate ownership interest in Cominar. Each unit confers the right to one vote at any unitholders’ meeting and to participate equally and rateably in all Cominar distributions. All issued units are fully paid. For the years ended December 31 2018 2017 Units $ Units $ Units issued and outstanding, beginning of year 184,629,497 3,265,995 182,334,562 3,234,693 Repurchase of units under NCIB (2,709,500) (39,530) (730,900) (10,380) Exercise of options, conversion of restricted units and deferred units 36,352 464 138,465 1,965 Distribution reinvestment plan — — 2,887,370 39,717 Units issued and outstanding, end of year 181,956,349 3,226,929 184,629,497 3,265,995 During the fiscal year ended December 31, 2018, Cominar repurchased 2,709,500 units (730,900 in 2017) under its normal course issuer bid of a maximum of 17,596,591 units expired on November 14, 2018, at an average price of $14.58 ($14.19 in 2017), for total consideration of $39,530 ($10,380 in 2017), including transaction costs. Under this NCIB, Cominar repurchased 3,440,400 units at an average weighted price of $14.50 for total consideration of $49,910, including the transaction costs. On November 9, 2018, Cominar announced the renewal of the NCIB for an additional year. Under this NCIB, Cominar will be entitled to repurchase up to a maximum of 18,112,182 Cominar units. As at December 31, 2018, no units had been repurchased under this NCIB. Long Term Incentive Plan Performance units Performance units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. When the vesting period is over, each unit granted based on performance is multiplied by an adjustment factor according to the total return for Cominar’s unitholders with respect to the total return of a reference group made up of entities comparable to Cominar. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested after three years from the grant date. For each cash distribution on Cominar units, an additional number of performance units is granted to each participant. The fair value of performance units is represented by the market value of Cominar units on the date of the grant. 15 ) 122 122 Back to top123 ) Accounts Payable and Accrued Liabilities As at December 31 2018 $ 2017 $ Trade accounts payable 3,064 2,617 Accounts payable – related parties — 15,696 Accrued interest payable 18,061 17,473 Prepaid rent and tenants’ deposits 25,494 29,188 Other accounts payable and accrued expenses 47,753 41,889 Commodity taxes and other non-financial liabilities 8,975 10,619 Total 103,347 117,482 ) Issued and Outstanding Units Ownership interests in Cominar are represented by a single class of units, unlimited in number. Units represent a unitholder’s undivided and proportionate ownership interest in Cominar. Each unit confers the right to one vote at any unitholders’ meeting and to participate equally and rateably in all Cominar distributions. All issued units are fully paid. For the years ended December 31 2018 2017 Units $ Units $ Units issued and outstanding, beginning of year 184,629,497 3,265,995 182,334,562 3,234,693 Repurchase of units under NCIB (2,709,500) (39,530) (730,900) (10,380) Exercise of options, conversion of restricted units and deferred units 36,352 464 138,465 1,965 Distribution reinvestment plan — — 2,887,370 39,717 Units issued and outstanding, end of year 181,956,349 3,226,929 184,629,497 3,265,995 During the fiscal year ended December 31, 2018, Cominar repurchased 2,709,500 units (730,900 in 2017) under its normal course issuer bid of a maximum of 17,596,591 units expired on November 14, 2018, at an average price of $14.58 ($14.19 in 2017), for total consideration of $39,530 ($10,380 in 2017), including transaction costs. Under this NCIB, Cominar repurchased 3,440,400 units at an average weighted price of $14.50 for total consideration of $49,910, including the transaction costs. On November 9, 2018, Cominar announced the renewal of the NCIB for an additional year. Under this NCIB, Cominar will be entitled to repurchase up to a maximum of 18,112,182 Cominar units. As at December 31, 2018, no units had been repurchased under this NCIB. Long Term Incentive Plan Performance units Performance units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. When the vesting period is over, each unit granted based on performance is multiplied by an adjustment factor according to the total return for Cominar’s unitholders with respect to the total return of a reference group made up of entities comparable to Cominar. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested after three years from the grant date. For each cash distribution on Cominar units, an additional number of performance units is granted to each participant. The fair value of performance units is represented by the market value of Cominar units on the date of the grant. 124 Performance units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year — — Granted 158,614 — Forfeited (2,148) — Accrued distributions 7,959 — Outstanding, end of year 164,425 — Vested performance units, end of year — — Deferred units Deferred units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. Each vested deferred unit provides the right to receive one Cominar unit when the holder ceases to be a Cominar trustee, member of management or employee. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested at a rate of 33 1/3% per anniversary year of the grant date. Once a year, the deferred unit holder can convert his or her vested deferred units into Cominar units. For each cash distribution on Cominar units, an additional number of deferred units is granted to each participant. The fair value of deferred units is represented by the market value of Cominar units on the date of the grant. Deferred units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year 175,748 161,676 Exercised (23,225) (133,868) Forfeited (1,107) — Granted 145,432 122,045 Accrued distributions 18,587 25,895 Outstanding, end of year 315,435 175,748 Vested deferred units, end of year 123,504 56,858 Restricted units Restricted units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. When the vesting period is over, each restricted unit provides the right to receive one Cominar unit on the settlement date. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested three years after the date of the grant. For each cash distribution on Cominar units, an additional number of restricted units is granted to each participant. The fair value of restricted units is represented by the market value of Cominar units on the date of the grant. Restricted units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year 5,026 5,250 Exercised (3,427) (697) Granted 1,135 — Accrued distributions 212 473 Outstanding, end of year 2,946 5,026 Vested restricted units, end of year 225 — Unit options Cominar has granted unit options to management and employees under the long-term incentive plan. As at December 31, 2018, options to purchase 8,689,400 units were outstanding. 123 123 Back to top125 The following table shows characteristics of outstanding options at year-end: As at December 31, 2018 Date of grant Graded vesting method Expiration date Exercise price $ Outstanding options Exercisable options December 16, 2014 33 1/3 % December 16, 2019 18,07 1,593,600 1,593,600 December 15, 2015 33 1/3 % December 15, 2022 14,15 2,004,000 2,004,000 December 13, 2016 33 1/3 % December 13, 2023 14,90 2,380,700 1,706,200 August 24, 2017 33 1/3 % August 24, 2024 13,46 2,711,100 1,157,300 8,689,400 6,461,100 As at December 31, 2018, the average weighted contractual life of outstanding options was 4.2 years. The following table presents changes in the number of options for the years indicated: For the years ended December 31 2018 2017 Options Weighted average exercise price $ Options Weighted average exercise price $ Outstanding, beginning of year 12,928,000 15.28 12,455,450 17.02 Exercised (9,700) 14.15 (3,900) 14.15 Granted — — 3,689,400 13.46 Forfeited or cancelled (2,430,400) 14.93 (1,377,100) 15.83 Expired (1,798,500) 17.76 (1,835,850) 23.05 Outstanding, end of year 8,689,400 14.86 12,928,000 15.28 Exercisable options, end of year 6,461,100 15.19 7,468,400 16.20 As at December 31, 2018, the maximum number of units that may be issued under the long-term incentive plan is 16,550,554 units. Unit-based compensation The compensation expense related to the options granted in 2017 was calculated using the Black-Scholes option pricing model based on the following assumptions: Date of grant Volatility(1) Exercise price(2) $ Weighted average return Weighted average risk-free interest rate Weighted average expected life (years) Weighted average fair value per unit $ August 24, 2017 14.25% 13,46 8.47% 1.61% 6,0 0,20 (1) The volatility is estimated by considering the historical volatility of Cominar’s units’ price. (2) The exercise price of the options corresponds to the closing price of Cominar units the day before the grant. The compensation expense related to restricted units and deferred units granted in March 2018 was calculated based on the market price of Cominar units on the grant date, which was $13.84. The compensation expense related to performance units and deferred units granted in April 2018 was calculated based on the market price of Cominar units on the grant date, which was $12.78. The compensation expense related to restricted units and deferred units granted in March 2017 was calculated based on the market price of Cominar units on the grant date, which was $14.52. The overall compensation expense for the fiscal year was $2,372 [$2,102 in 2017]. 124 Performance units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year — — Granted 158,614 — Forfeited (2,148) — Accrued distributions 7,959 — Outstanding, end of year 164,425 — Vested performance units, end of year — — Deferred units Deferred units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. Each vested deferred unit provides the right to receive one Cominar unit when the holder ceases to be a Cominar trustee, member of management or employee. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested at a rate of 33 1/3% per anniversary year of the grant date. Once a year, the deferred unit holder can convert his or her vested deferred units into Cominar units. For each cash distribution on Cominar units, an additional number of deferred units is granted to each participant. The fair value of deferred units is represented by the market value of Cominar units on the date of the grant. Deferred units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year 175,748 161,676 Exercised (23,225) (133,868) Forfeited (1,107) — Granted 145,432 122,045 Accrued distributions 18,587 25,895 Outstanding, end of year 315,435 175,748 Vested deferred units, end of year 123,504 56,858 Restricted units Restricted units consist of allocations whose values, for the participant, rise or fall according to the value of Cominar units on the stock market. When the vesting period is over, each restricted unit provides the right to receive one Cominar unit on the settlement date. Vesting periods are determined by the Board of Trustees on the date of the grant. These rights are usually vested three years after the date of the grant. For each cash distribution on Cominar units, an additional number of restricted units is granted to each participant. The fair value of restricted units is represented by the market value of Cominar units on the date of the grant. Restricted units For the years ended December 31 2018 Units 2017 Units Outstanding, beginning of year 5,026 5,250 Exercised (3,427) (697) Granted 1,135 — Accrued distributions 212 473 Outstanding, end of year 2,946 5,026 Vested restricted units, end of year 225 — Unit options Cominar has granted unit options to management and employees under the long-term incentive plan. As at December 31, 2018, options to purchase 8,689,400 units were outstanding. 124 124 Back to top125 The following table shows characteristics of outstanding options at year-end: As at December 31, 2018 Date of grant Graded vesting method Expiration date Exercise price $ Outstanding options Exercisable options December 16, 2014 33 1/3 % December 16, 2019 18,07 1,593,600 1,593,600 December 15, 2015 33 1/3 % December 15, 2022 14,15 2,004,000 2,004,000 December 13, 2016 33 1/3 % December 13, 2023 14,90 2,380,700 1,706,200 August 24, 2017 33 1/3 % August 24, 2024 13,46 2,711,100 1,157,300 8,689,400 6,461,100 As at December 31, 2018, the average weighted contractual life of outstanding options was 4.2 years. The following table presents changes in the number of options for the years indicated: For the years ended December 31 2018 2017 Options Weighted average exercise price $ Options Weighted average exercise price $ Outstanding, beginning of year 12,928,000 15.28 12,455,450 17.02 Exercised (9,700) 14.15 (3,900) 14.15 Granted — — 3,689,400 13.46 Forfeited or cancelled (2,430,400) 14.93 (1,377,100) 15.83 Expired (1,798,500) 17.76 (1,835,850) 23.05 Outstanding, end of year 8,689,400 14.86 12,928,000 15.28 Exercisable options, end of year 6,461,100 15.19 7,468,400 16.20 As at December 31, 2018, the maximum number of units that may be issued under the long-term incentive plan is 16,550,554 units. Unit-based compensation The compensation expense related to the options granted in 2017 was calculated using the Black-Scholes option pricing model based on the following assumptions: Date of grant Volatility(1) Exercise price(2) $ Weighted average return Weighted average risk-free interest rate Weighted average expected life (years) Weighted average fair value per unit $ August 24, 2017 14.25% 13,46 8.47% 1.61% 6,0 0,20 (1) The volatility is estimated by considering the historical volatility of Cominar’s units’ price. (2) The exercise price of the options corresponds to the closing price of Cominar units the day before the grant. The compensation expense related to restricted units and deferred units granted in March 2018 was calculated based on the market price of Cominar units on the grant date, which was $13.84. The compensation expense related to performance units and deferred units granted in April 2018 was calculated based on the market price of Cominar units on the grant date, which was $12.78. The compensation expense related to restricted units and deferred units granted in March 2017 was calculated based on the market price of Cominar units on the grant date, which was $14.52. The overall compensation expense for the fiscal year was $2,372 [$2,102 in 2017]. 126 Distributions to Unitholders Cominar is governed by a Contract of Trust whereby the trustees, under the discretionary power attributed to them, intend to distribute a portion of its distributable income to unitholders. Distributable income generally means net income determined in accordance with IFRS, before fair value adjustments, transaction costs, rental revenue derived from the recognition of leases on a straight-line basis, provision for leasing costs, gains on disposal of investment properties and certain other items not affecting cash, if applicable. For the years ended December 31 2018 $ 2017 $ Distributions to unitholders 143,730 246,523 Distributions per unit 0.7900 1.3325 On March 7, 2018, Cominar decreased the monthly distribution from $0.095 per unit to $0.06 per unit, beginning with the distribution of March 2018 paid in April 2018. Unitholder distribution reinvestment plan Cominar has adopted a distribution reinvestment plan under which unitholders may elect to receive all cash distributions from Cominar automatically as additional units. The plan provides plan participants with a number of units equal to 103% of the cash distributions. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, beginning with the distribution of August 2017, which was payable in September 2017. For the year ended December 31, 2017, 2,887,370 units were issued for a total net consideration of $39,717 under this plan. ) Operating Revenues Revenues from other services are estimated based on operating costs billable to tenants. For the year ended December 31, 2018 Office properties $ Retail properties $ Industrial and flex properties $ Total operating revenues $ Lease revenues 258,741 250,511 149,772 659,024 Parking revenues 20,070 441 17 20,528 Revenues from other services 25,187 21,848 8,063 55,098 Total 303,998 272,800 157,852 734,650 For the year ended December 31, 2017 $ $ $ $ Lease revenues 310,401 286,175 157,771 754,347 Parking revenues 19,946 428 48 20,422 Revenues from other services 28,599 25,104 7,017 60,720 Total 358,946 311,707 164,836 835,489 125 125 16 ) 17 ) 18 ) Back to top126 Distributions to Unitholders Cominar is governed by a Contract of Trust whereby the trustees, under the discretionary power attributed to them, intend to distribute a portion of its distributable income to unitholders. Distributable income generally means net income determined in accordance with IFRS, before fair value adjustments, transaction costs, rental revenue derived from the recognition of leases on a straight-line basis, provision for leasing costs, gains on disposal of investment properties and certain other items not affecting cash, if applicable. For the years ended December 31 2018 $ 2017 $ Distributions to unitholders 143,730 246,523 Distributions per unit 0.7900 1.3325 On March 7, 2018, Cominar decreased the monthly distribution from $0.095 per unit to $0.06 per unit, beginning with the distribution of March 2018 paid in April 2018. Unitholder distribution reinvestment plan Cominar has adopted a distribution reinvestment plan under which unitholders may elect to receive all cash distributions from Cominar automatically as additional units. The plan provides plan participants with a number of units equal to 103% of the cash distributions. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, beginning with the distribution of August 2017, which was payable in September 2017. For the year ended December 31, 2017, 2,887,370 units were issued for a total net consideration of $39,717 under this plan. ) Operating Revenues Revenues from other services are estimated based on operating costs billable to tenants. For the year ended December 31, 2018 Office properties $ Retail properties $ Industrial and flex properties $ Total operating revenues $ Lease revenues 258,741 250,511 149,772 659,024 Parking revenues 20,070 441 17 20,528 Revenues from other services 25,187 21,848 8,063 55,098 Total 303,998 272,800 157,852 734,650 For the year ended December 31, 2017 $ $ $ $ Lease revenues 310,401 286,175 157,771 754,347 Parking revenues 19,946 428 48 20,422 Revenues from other services 28,599 25,104 7,017 60,720 Total 358,946 311,707 164,836 835,489 126 Distributions to Unitholders Cominar is governed by a Contract of Trust whereby the trustees, under the discretionary power attributed to them, intend to distribute a portion of its distributable income to unitholders. Distributable income generally means net income determined in accordance with IFRS, before fair value adjustments, transaction costs, rental revenue derived from the recognition of leases on a straight-line basis, provision for leasing costs, gains on disposal of investment properties and certain other items not affecting cash, if applicable. For the years ended December 31 2018 $ 2017 $ Distributions to unitholders 143,730 246,523 Distributions per unit 0.7900 1.3325 On March 7, 2018, Cominar decreased the monthly distribution from $0.095 per unit to $0.06 per unit, beginning with the distribution of March 2018 paid in April 2018. Unitholder distribution reinvestment plan Cominar has adopted a distribution reinvestment plan under which unitholders may elect to receive all cash distributions from Cominar automatically as additional units. The plan provides plan participants with a number of units equal to 103% of the cash distributions. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, beginning with the distribution of August 2017, which was payable in September 2017. For the year ended December 31, 2017, 2,887,370 units were issued for a total net consideration of $39,717 under this plan. ) Operating Revenues Revenues from other services are estimated based on operating costs billable to tenants. For the year ended December 31, 2018 Office properties $ Retail properties $ Industrial and flex properties $ Total operating revenues $ Lease revenues 258,741 250,511 149,772 659,024 Parking revenues 20,070 441 17 20,528 Revenues from other services 25,187 21,848 8,063 55,098 Total 303,998 272,800 157,852 734,650 For the year ended December 31, 2017 $ $ $ $ Lease revenues 310,401 286,175 157,771 754,347 Parking revenues 19,946 428 48 20,422 Revenues from other services 28,599 25,104 7,017 60,720 Total 358,946 311,707 164,836 835,489 127 ) Operating Lease Income a) The future minimum lease payments from tenants are as follows: As at December 31, 2018 $ - Less than one year 407,831 - More than one year to five years 1,159,014 - More than five years 718,968 b) Contingent rents included in revenues for the year are as follows: For the years ended December 31 2018 $ 2017 $ Contingent rents 6,726 7,219 ) Operating Costs and Property Management Expenses The following table presents the main components of operating costs and property management expenses based on their nature: For the years ended December 31 2018 $ 2017 $ Repairs and maintenance 64,742 69,759 Energy 60,332 65,851 Salaries and other benefits 36,391 40,264 Other expenses 23,763 28,649 Total 185,228 204,523 ) Finance Charges For the years ended December 31 2018 $ 2017 $ Interest on mortgages payable 77,404 89,007 Interest on debentures 73,084 77,952 Interest on bank borrowings 7,929 14,867 Net amortization of premium and discount on debenture issues (520) (691) Amortization of deferred financing costs and other costs 3,520 3,454 Amortization of fair value adjustments on assumed borrowings (1,440) (5,577) Less: Capitalized interest(1) (7,740) (10,260) Total finance charges 152,237 168,752 (1) Includes capitalized interest on properties under development and on major revitalization projects for income properties that take place over a substantial period of time. The weighted average interest rate used in 2018 was 4.05% [4.13% in 2017]. 126 126 19 ) 20 ) 21 ) 22 ) Back to top127 ) Operating Lease Income a) The future minimum lease payments from tenants are as follows: As at December 31, 2018 $ - Less than one year 407,831 - More than one year to five years 1,159,014 - More than five years 718,968 b) Contingent rents included in revenues for the year are as follows: For the years ended December 31 2018 $ 2017 $ Contingent rents 6,726 7,219 ) Operating Costs and Property Management Expenses The following table presents the main components of operating costs and property management expenses based on their nature: For the years ended December 31 2018 $ 2017 $ Repairs and maintenance 64,742 69,759 Energy 60,332 65,851 Salaries and other benefits 36,391 40,264 Other expenses 23,763 28,649 Total 185,228 204,523 ) Finance Charges For the years ended December 31 2018 $ 2017 $ Interest on mortgages payable 77,404 89,007 Interest on debentures 73,084 77,952 Interest on bank borrowings 7,929 14,867 Net amortization of premium and discount on debenture issues (520) (691) Amortization of deferred financing costs and other costs 3,520 3,454 Amortization of fair value adjustments on assumed borrowings (1,440) (5,577) Less: Capitalized interest(1) (7,740) (10,260) Total finance charges 152,237 168,752 (1) Includes capitalized interest on properties under development and on major revitalization projects for income properties that take place over a substantial period of time. The weighted average interest rate used in 2018 was 4.05% [4.13% in 2017]. 128 ) Trust Administrative Expenses For the years ended December 31 2018 $ 2017 $ Salaries and other benefits 11,840 18,366 Compensation related to the long-term incentive plan 2,372 2,103 Professional fees 809 1,440 Public company costs 711 771 Governance and strategic alternatives consulting fees 3,839 — Other 3,684 3,297 Total 23,255 25,977 Trust administrative expenses for the year ended December 31, 2018 include governance and strategic alternatives consulting fees. These fees are non-recurring and result from the work carried out for the implementation of various governance improvement initiatives, as well as strategic alternatives. Salaries and other benefits include $735 related to the departure of an executive. ) Transaction Costs The following table presents the transaction costs related to property sales: For the years ended December 31 2018 $ 2017 $ Brokerage fees 5,790 — Professional fees 2,912 — Assumed head leases 4,201 — Penalties on debt repayment 945 — Closing adjustments 8,244 — Other 755 — Total 22,847 — ) Income Taxes Cominar is considered a mutual fund trust for income tax purposes. Pursuant to the Contract of Trust, the trustees intend to distribute or designate all taxable income directly earned by Cominar to unitholders and to deduct such distributions and allocations from its income for tax purposes. Therefore, no provision for income taxes is required. Taxation of distributions of specified investment flow-through (“SIFT”) trusts and exception for real estate investment trusts (“REITs”) Since 2007, SIFT trusts are subject to income taxes on the distributions they make. In short, a SIFT trust is a trust that resides in Canada, whose investments are listed on a stock exchange or other public market and that holds one or more non-portfolio properties. The SIFT trust rules do not apply to SIFT trusts that qualify as REITs for a given taxation year. Cominar has reviewed the conditions to qualify as a REIT. For the fiscal years ended December 31, 2018 and 2017, Cominar believes that it met all of these conditions and qualified as a REIT. As a result, the SIFT trust tax rules for 2018 and 2017 did not apply to Cominar and no deferred tax provision, be it an asset or liability, was recorded in relation to the Trust’s activities. Cominar’s management intends on taking the necessary steps to meet these conditions on an ongoing basis in the future. Some of Cominar’s subsidiaries are subject to tax on their taxable income under the Income Tax Act (Canada) and the taxation acts of the provinces concerned. 127 127 Back to top Back to top129 The tax expense (income) differs from the amount calculated by applying the combined federal and provincial tax rate to income before income taxes. The following table presents the reasons for this difference: For the years ended December 31 2018 $ 2017 $ Loss before income taxes (212,058) (396,759) Canadian combined statutory tax rate 29.38% 29.38% Tax income at the statutory tax rate (62,303) (116,568) Loss not subject to income tax 59,417 112,438 Other 3,110 (904) Income taxes 224 (5,034) Following the disposition of 95 non-core properties, income taxes of an incorporated subsidiary become due during the fiscal year ended December 31, 2018. Changes in the current income tax account are shown in the following table: For the years ended December 31 2018 $ 2017 $ Balance, beginning of year — — Deferred taxes that became payable (6,539) — Changes in current income taxes (224) — Balance, end of year (6,763) — Deferred taxes relating to incorporated subsidiaries are shown in the following table: As at December 31 2018 $ 2017 $ Deferred tax assets to be recovered after more than 12 months Mortgages payable — 7 Tax losses 21 353 21 360 Deferred tax liabilities to be settled after more than 12 months Investment properties (163) (7,041) Deferred taxes (net) (142) (6,681) Changes in the deferred income tax account were as follows: For the years ended December 31 2018 $ 2017 $ Balance, beginning of year 6,681 11,715 Deferred tax income recorded in the consolidated statements of comprehensive income (6,539) (5,034) Balance, end of year 142 6,681 129 The tax expense (income) differs from the amount calculated by applying the combined federal and provincial tax rate to income before income taxes. The following table presents the reasons for this difference: For the years ended December 31 2018 $ 2017 $ Loss before income taxes (212,058) (396,759) Canadian combined statutory tax rate 29.38% 29.38% Tax income at the statutory tax rate (62,303) (116,568) Loss not subject to income tax 59,417 112,438 Other 3,110 (904) Income taxes 224 (5,034) Following the disposition of 95 non-core properties, income taxes of an incorporated subsidiary become due during the fiscal year ended December 31, 2018. Changes in the current income tax account are shown in the following table: For the years ended December 31 2018 $ 2017 $ Balance, beginning of year — — Deferred taxes that became payable (6,539) — Changes in current income taxes (224) — Balance, end of year (6,763) — Deferred taxes relating to incorporated subsidiaries are shown in the following table: As at December 31 2018 $ 2017 $ Deferred tax assets to be recovered after more than 12 months Mortgages payable — 7 Tax losses 21 353 21 360 Deferred tax liabilities to be settled after more than 12 months Investment properties (163) (7,041) Deferred taxes (net) (142) (6,681) Changes in the deferred income tax account were as follows: For the years ended December 31 2018 $ 2017 $ Balance, beginning of year 6,681 11,715 Deferred tax income recorded in the consolidated statements of comprehensive income (6,539) (5,034) Balance, end of year 142 6,681 128 ) Trust Administrative Expenses For the years ended December 31 2018 $ 2017 $ Salaries and other benefits 11,840 18,366 Compensation related to the long-term incentive plan 2,372 2,103 Professional fees 809 1,440 Public company costs 711 771 Governance and strategic alternatives consulting fees 3,839 — Other 3,684 3,297 Total 23,255 25,977 Trust administrative expenses for the year ended December 31, 2018 include governance and strategic alternatives consulting fees. These fees are non-recurring and result from the work carried out for the implementation of various governance improvement initiatives, as well as strategic alternatives. Salaries and other benefits include $735 related to the departure of an executive. ) Transaction Costs The following table presents the transaction costs related to property sales: For the years ended December 31 2018 $ 2017 $ Brokerage fees 5,790 — Professional fees 2,912 — Assumed head leases 4,201 — Penalties on debt repayment 945 — Closing adjustments 8,244 — Other 755 — Total 22,847 — ) Income Taxes Cominar is considered a mutual fund trust for income tax purposes. Pursuant to the Contract of Trust, the trustees intend to distribute or designate all taxable income directly earned by Cominar to unitholders and to deduct such distributions and allocations from its income for tax purposes. Therefore, no provision for income taxes is required. Taxation of distributions of specified investment flow-through (“SIFT”) trusts and exception for real estate investment trusts (“REITs”) Since 2007, SIFT trusts are subject to income taxes on the distributions they make. In short, a SIFT trust is a trust that resides in Canada, whose investments are listed on a stock exchange or other public market and that holds one or more non-portfolio properties. The SIFT trust rules do not apply to SIFT trusts that qualify as REITs for a given taxation year. Cominar has reviewed the conditions to qualify as a REIT. For the fiscal years ended December 31, 2018 and 2017, Cominar believes that it met all of these conditions and qualified as a REIT. As a result, the SIFT trust tax rules for 2018 and 2017 did not apply to Cominar and no deferred tax provision, be it an asset or liability, was recorded in relation to the Trust’s activities. Cominar’s management intends on taking the necessary steps to meet these conditions on an ongoing basis in the future. Some of Cominar’s subsidiaries are subject to tax on their taxable income under the Income Tax Act (Canada) and the taxation acts of the provinces concerned. 128 128 Back to top 23 ) 24 ) 25 ) Back to top130 Changes in deferred income tax assets and liabilities during the year, excluding the offsetting of balances within the same tax jurisdiction, were as follows: Mortgages payable $ Tax losses $ Total $ Deferred tax assets Balance as at January 1, 2017 30 250 280 Origination and reversal of timing differences included in profit or loss (23) 103 80 Balance as at December 31, 2017 7 353 360 Reversal of timing differences included in profit or loss (7) (332) (339) Balance as at December 31, 2018 — 21 21 Income properties $ Deferred tax liabilities Balance as at January 1, 2017 (11,995) Reversal of timing differences included in profit or loss 4,953 Balance as at December 31, 2017 (7,042) Reversal of timing differences included in profit or loss 6,879 Balance as at December 31, 2018 (163) ) Per Unit Calculation Basis For the years ended December 31 2018 Units 2017 Units Weighted average number of units outstanding – basic and diluted 182,156,628 184,213,583 The calculation of the diluted weighted average number of units outstanding does not take into account the effect of the conversion into units of 9,038,590 options and unvested performance units, deferred units and restricted units outstanding at the end of the fiscal year ended December 31, 2018 [13,051,916 in 2017], due to the fact that they are antidilutive. ) Supplemental Cash Flow Information For the years ended December 31 2018 $ 2017 $ Accounts receivable 10,829 (8,623) Prepaid expenses (453) (1,052) Accounts payable and accrued liabilities (5,908) 4,685 Current tax liabilities 6,763 — Changes in non-cash working capital items 11,231 (4,990) Other information Accounts payable and accrued liabilities relating to investing activities 13,602 14,834 Accounts receivable relating to investing activities 4,014 11,814 ) Related Party Transactions During fiscal 2017, Michel Dallaire and Alain Dallaire were members of Cominar’s management team and trustees, and exercised indirect control over the activities of Groupe Dallaire and Dalcon (the “related companies”). On January 1, 2018, Sylvain Cossette was 130 Changes in deferred income tax assets and liabilities during the year, excluding the offsetting of balances within the same tax jurisdiction, were as follows: Mortgages payable $ Tax losses $ Total $ Deferred tax assets Balance as at January 1, 2017 30 250 280 Origination and reversal of timing differences included in profit or loss (23) 103 80 Balance as at December 31, 2017 7 353 360 Reversal of timing differences included in profit or loss (7) (332) (339) Balance as at December 31, 2018 — 21 21 Income properties $ Deferred tax liabilities Balance as at January 1, 2017 (11,995) Reversal of timing differences included in profit or loss 4,953 Balance as at December 31, 2017 (7,042) Reversal of timing differences included in profit or loss 6,879 Balance as at December 31, 2018 (163) ) Per Unit Calculation Basis For the years ended December 31 2018 Units 2017 Units Weighted average number of units outstanding – basic and diluted 182,156,628 184,213,583 The calculation of the diluted weighted average number of units outstanding does not take into account the effect of the conversion into units of 9,038,590 options and unvested performance units, deferred units and restricted units outstanding at the end of the fiscal year ended December 31, 2018 [13,051,916 in 2017], due to the fact that they are antidilutive. ) Supplemental Cash Flow Information For the years ended December 31 2018 $ 2017 $ Accounts receivable 10,829 (8,623) Prepaid expenses (453) (1,052) Accounts payable and accrued liabilities (5,908) 4,685 Current tax liabilities 6,763 — Changes in non-cash working capital items 11,231 (4,990) Other information Accounts payable and accrued liabilities relating to investing activities 13,602 14,834 Accounts receivable relating to investing activities 4,014 11,814 ) Related Party Transactions During fiscal 2017, Michel Dallaire and Alain Dallaire were members of Cominar’s management team and trustees, and exercised indirect control over the activities of Groupe Dallaire and Dalcon (the “related companies”). On January 1, 2018, Sylvain Cossette was 129 129 Back to top 26 ) 27 ) Back to top131 appointed as President and Chief Executive Officer of Cominar to replace Michel Dallaire. On the same day, Sylvain Cossette was appointed as trustee of Cominar to fill the vacancy created by the resignation of Alain Dallaire. On February 12, 2018, Alban D’Amours was appointed as Chairman of Cominar’s Board of Trustees following the departure of Michel Dallaire. While Alain Dallaire has a passive indirect economic interest in Groupe Dallaire, he is neither an employee nor a director of Groupe Dallaire. Therefore, as from that date, Groupe Dallaire and Dalcon are no longer considered related parties according to IFRS. In 2017 and until February 11, 2018, Cominar entered into transactions with those companies, then related companies, in the normal course of business, the details of which are as follows: Note For the period from January 1 to February 11, 2018 For the year ended December 31, 2018 Investment properties – Capital costs 28,098 138,129 Acquisition of an additional ownership interest in the joint venture Société en commandite Chaudière-Duplessis 8 — 10,016 Investment properties held by joint ventures – Capital costs 558 3,263 Recovery of mortgage receivable — (8,250) Acquisition of an additional ownership interest in the joint venture Société en commandite Complexe Jules-Dallaire 8 — 21,190 Share of joint ventures’ net income 8 506 5,276 Net rental revenue from investment properties 40 313 Interest income — 140 ) Key Management Personnel Compensation Compensation of key management personnel is set out in the following table: Key Management Personnel Compensation For the years ended December 31 2018 $ 2017 $ Short-term benefits 5,256 5,717 Contribution to the retirement savings plans 170 179 Long-term incentive plan 1,558 1,351 Severance allowances 735 5,400 Total 7,719 12,647 Unit options granted to senior executives and other officers may not be exercised, even if they have vested, until the following three conditions have been met. The first condition requires that the market price of the security must be at least ten percent (10%) higher than the exercise price of the option, and this condition will be considered as met if the unit price has remained at such level for a period of twenty (20) consecutive trading days during the option’s term. The second condition requires that the senior executive or other officer must undertake to hold a number of units corresponding to the multiple determined for his base salary. The third condition is that when the options are exercised, if the senior executive or other officer does not hold the required minimum number of units, he must retain at least five percent (5%) of the units purchased until he has the multiple corresponding to his base salary. ) Capital Management Cominar manages its capital to ensure that capital resources are sufficient for its operations and development, while maximizing returns for unitholders by adequately maintaining the debt ratio. Cominar’s capital consists of cash and cash equivalents, long-term debt, bank borrowings and unitholders’ equity. Cominar’s capitalization is based on expected business growth and changes in the economic environment. It is not subject to any capital requirements imposed by regulatory authorities. Cominar’s capitalization is as follows: 28 ) 130 130 Back to top Back to top132 As at December 31 2018 $ 2017 $ Cash and cash equivalents (1,498) (6,928) Mortgages payable 1,742,227 2,150,126 Debentures 1,722,586 1,721,577 Bank borrowings 152,950 620,366 Unitholders' equity 2,815,696 3,208,761 Total capitalization 6,431,961 7,693,902 Debt ratio(1) 55.3% 57.4% Interest coverage ratio(2) 2.32:1 2.46:1 (1) The debt ratio is equal to the total of cash and cash equivalents, bank borrowings, mortgages payable and debentures, divided by total assets less cash and cash equivalents. (2) The interest coverage ratio is equal to net operating income (operating revenues less operating expenses) less Trust administrative expenses (excluding governance and strategic alternatives consulting fees as well as the severance allowance paid to an executive officer) divided by finance charges. Cominar’s Contract of Trust provides that it may not incur debt if, taking into consideration the debt thus incurred or assumed, its total debt exceeds 60% of the carrying amount of its assets (65% if convertible debentures are outstanding). As at December 31, 2018, Cominar had maintained a debt ratio of 55.3% and was complying with the Contract of Trust. The interest coverage ratio is used to assess Cominar’s ability to pay interest on its debt from operating revenues. As such, for the year ended December 31, 2018, the interest coverage ratio was 2.32:1, reflecting Cominar’s capacity to meet its debt-related obligations. Capital management objectives remain unchanged from the previous period. ) Fair Value Cominar uses a three-level hierarchy to classify its financial instruments measured at fair value. The hierarchy reflects the relative weight of inputs used in the valuation. The levels in the hierarchy are: • Level 1 – Quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices) • Level 3 – Inputs for the asset or liability that are not based on observable market data (i.e., unobservable inputs) Cominar’s policy is to recognize transfers between hierarchy levels on the date of changes in circumstances that caused the transfer. There were no transfers made between hierarchy levels during the fiscal years 2018 and 2017. The fair value of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and bank borrowings approximates the carrying amount since they are short-term in nature or bear interest at current market rates. The fair value of mortgages payable and debentures has been estimated based on current market rates for financial instruments with similar terms and maturities. 29 ) 131 131 Back to top Back to top133 Classification Non-financial assets and their carrying amount and fair value as well as financial liabilities and their carrying amount and fair value, when that fair value does not approximate the carrying amount, are classified as follows: Level As at December 31, 2018 As at December 31, 2017 Carrying amount $ Fair value $ Carrying amount $ Fair value $ Recurring valuations of non-financial assets Income properties 3 6,058,191 6,058,191 6,239,383 6,239,383 Investment properties held for sale 3 188,727 188,727 1,143,500 1,143,500 Land held for future development 3 93,750 93,750 91,580 91,580 Financial liabilities Mortgages payable 2 1,742,227 1,764,084 2,150,126 2,153,043 Debentures 2 1,722,586 1,703,866 1,721,577 1,739,278 ) Financial Instruments Risk Management The main risks arising from Cominar’s financial instruments are credit risk, interest rate risk and liquidity risk. The strategy for managing these risks is summarized below. Credit risk Credit risk arises from the possibility that tenants may experience financial difficulty and be unable to fulfill their lease commitments. Cominar mitigates credit risk via property type and geographic portfolio diversification, staggered lease maturities, and diversification of revenue sources through a varied tenant mix as well as by avoiding dependence on any single tenant by ensuring that no individual tenant contributes a significant portion of operating revenues and by conducting credit assessments on all new tenants. Cominar has a broad, highly diversified client base consisting of about 3,900 clients occupying an average of approximately 9,000 square feet each. The top three clients, Société québécoise des infrastructures, Public Works Canada and Canadian National Railway Company, account respectively for approximately 5.8%, 4.4% and 3.2% of operating revenues from several leases with staggered maturities. The stability and quality of cash flows from operating activities are enhanced by the fact that approximately 14.4% of operating revenues come from government agencies, representing approximately 100 leases. Cominar regularly assesses its accounts receivable and records an expected credit loss for accounts when there is a risk of non-collection. The maximum credit risk to which Cominar is exposed corresponds to the carrying amount of accounts receivable and the cash and cash equivalents position. Interest rate risk Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Cominar’s objective in managing this risk is to minimize the net impact on future cash flows. Cominar reduces its exposure to interest rate risk by staggering the maturities of its borrowings over several years and by generally using long-term debt bearing interest at fixed rates. Accounts receivable, except for the receivables bearing interest, and accounts payable and accrued liabilities do not bear interest. Almost all mortgages payable and all debentures bear interest at fixed rates. Cominar is exposed to interest rate fluctuations mainly due to bank borrowings, which bear interest at variable rates. 30 ) 132 132 Back to top Back to top134 A 25-basis-point increase or decrease in the average interest rate on variable interest debts during the period, assuming that all other variables are held constant, would have affected Cominar’s net income by more or less $547 for the year ended December 31, 2018 [$1,195 in 2017]. Liquidity risk Liquidity risk is the risk that Cominar will be unable to meet its financial obligations as they come due. Cominar manages this risk by managing its capitalization, continuously monitoring current and projected cash flows and adhering to its capital management policy. Undiscounted contractual cash flows (interest and principal) related to financial liabilities as at December 31, 2018 are as follows: Note Cash flows Under one year $ One to five years $ Over five years $ Mortgages payable 11 131,411 1,292,539 726,609 Debentures 12 667,491 1,225,498 — Bank borrowings 13 156,867 — — Accounts payable and accrued liabilities(1) 14 92,644 — — (1) Excludes consumption taxes and other non-financial liabilities ) Segmented Information Cominar’s activities include a diversified portfolio of three property types located in the Province of Quebec and in Ottawa, Ontario. The accounting policies followed for each property type are the same as those disclosed in the significant accounting policies set out in note 2. Cominar uses net operating income as its main criterion to measure operating performance, that is, the operating revenues less the operating expenses of its investment properties. Management of expenses, such as interest and administrative expenses, is centralized and, consequently, these expenses have not been allocated to Cominar’s segments. The segments include Cominar’s proportionate share in joint ventures. The Joint ventures column reconciles the segment information including the proportionate share in assets, liabilities, revenues and charges, to the information presented in these consolidated financial statements, where the investments in joint ventures are accounted for using the equity method. The following tables provide financial information on Cominar’s three property types: For the year ended December 31, 2018 Office properties $ Retail properties $ Industrial and flex properties $ Cominar's proportionate share $ Joint ventures $ Consolidated financial statements $ Rental revenue from investment properties 319,010 274,232 157,853 751,095 (16,445) 734,650 Change in fair value of investment properties (82,791) (264,991) 80,385 (267,397) 299 (267,098) Net operating income 152,017 138,471 91,469 381,957 (9,493) 372,464 Share of joint ventures’ net income — — — — 5,176 5,176 For the year ended December 31, 2017 $ $ $ $ $ $ Rental revenue from investment properties 371,075 312,929 164,836 848,840 (13,351) 835,489 Change in fair value of investment properties (365,745) (232,569) (16,820) (615,134) (1,220) (616,354) Net operating income 183,273 162,818 97,495 443,586 (7,549) 436,037 Share of joint ventures’ net income — — — — 5,276 5,276 31 ) 32 ) 133 133 Back to top Back to top135 As at December 31, 2018 Office properties $ Retail properties $ Industrial and flex properties $ Cominar's proportionate share $ Joint ventures $ Consolidated financial statements $ Income properties 2,452,567 2,340,041 1,432,348 6,224,956 (166,765) 6,058,191 Investment properties held for sale 50,486 111,041 27,200 188,727 — 188,727 Investments in joint ventures — — — — 92,468 92,468 As at December 31, 2017 $ $ $ $ $ $ Income properties 2,515,974 2,540,651 1,346,233 6,402,858 (163,475) 6,239,383 Investment properties held for sale 600,552 381,707 161,241 1,143,500 — 1,143,500 Investments in joint ventures — — — — 86,299 86,299 ) Commitments The annual future payments required under construction contracts and emphyteutic leases expiring between 2046 and 2047, on land for two income properties having a total fair value of $56,682, are as follows: For the years ending December 31 Construction contracts $ Emphyteutic Leases $ 2019 6,791 564 2020 — 578 2021 — 584 2022 — 619 2023 — 619 2024 and thereafter — 17,907 Cominar has no significant contractual commitments other than those arising from its long-term debt and payments due under emphyteutic leases on land held for income properties, as well as under construction contracts. ) Subsequent Events On January 15 and February 15, 2019, Cominar declared a monthly distribution of $0.06 per unit for each of these months. During the first quarter of 2019, Cominar completed the sale of seven office properties, five retail properties and one industrial property held for sale located in the Québec City and Montreal areas for a total amount of $48,341. 134 Corporate Information Back to top136 Corporate Information Board of Trustees Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. (5) Corporate Director Chairman of the Board of Trustees Luc Bachand (1)(4) Corporate Director Sylvain Cossette President and Chief Executive Officer Cominar Real Estate Investment Trust Johanne M. Lépine (2)(3) President and Chief Executive Officer Aon Parizeau Inc. Michel Théroux, FCPA, FCA (1)(3) Corporate Director Claude Dussault, B. Sc. (1)(2) President Placements ACVA Inc. Paul Campbell (3)(4) Corporate Director René Tremblay (2)(4) Corporate Director Zachary R. George (3)(4) Co-Founder, Portfolio Manager FrontFour Capital Group (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination and Governance Committee (4) Member of the Investment Committee (5) Systematically attends all committee meeting Key Officers Sylvain Cossette President and Chief Executive Officer Alain Dallaire Executive Vice President and Chief Operating Officer Heather C. Kirk, B. Com., CFA Executive Vice President and Chief Financial Officer Marie-Andrée Boutin, MBA Executive Vice President, Strategy and Operations Retail Wally Commisso Executive Vice President, Operations and Property Management Jean Laramée, Eng. Executive Vice President, Development Michael Racine Executive Vice President, Leasing Office and Industrial Manon Deslauriers Vice President, Legal Affairs and Corporate Secretary 136 Corporate Information Board of Trustees Alban D’Amours, CM, GOQ, LH, Fellow Adm.A. (5) Corporate Director Chairman of the Board of Trustees Luc Bachand (1)(4) Corporate Director Sylvain Cossette President and Chief Executive Officer Cominar Real Estate Investment Trust Johanne M. Lépine (2)(3) President and Chief Executive Officer Aon Parizeau Inc. Michel Théroux, FCPA, FCA (1)(3) Corporate Director Claude Dussault, B. Sc. (1)(2) President Placements ACVA Inc. Paul Campbell (3)(4) Corporate Director René Tremblay (2)(4) Corporate Director Zachary R. George (3)(4) Co-Founder, Portfolio Manager FrontFour Capital Group (1) Member of the Audit Committee (2) Member of the Compensation Committee (3) Member of the Nomination and Governance Committee (4) Member of the Investment Committee (5) Systematically attends all committee meeting Key Officers Sylvain Cossette President and Chief Executive Officer Alain Dallaire Executive Vice President and Chief Operating Officer Heather C. Kirk, B. Com., CFA Executive Vice President and Chief Financial Officer Marie-Andrée Boutin, MBA Executive Vice President, Strategy and Operations Retail Wally Commisso Executive Vice President, Operations and Property Management Jean Laramée, Eng. Executive Vice President, Development Michael Racine Executive Vice President, Leasing Office and Industrial Manon Deslauriers Vice President, Legal Affairs and Corporate Secretary 135 Unitholders Information Back to top137 Unitholders Information Cominar Real Estate Investment Trust Complexe Jules-Dallaire – T3 2820 Laurier Boulevard, Suite 850 Québec City, Quebec, Canada G1V 0C1 Tel.: 418 681-8151 Fax: 418 681-2946 Toll-free: 1-866 COMINAR Email: info@cominar.com Website: www.cominar.com Listing The units of Cominar Real Estate Investment Trust are listed on the Toronto Stock Exchange under the trading symbol CUF.UN. Transfer Agent Computershare Trust Company of Canada 1500 Robert-Bourassa Blvd., Suite 700 Montreal, Quebec, Canada H3A 3S8 Tel.: 514 982-7555 Fax: 514 982-7580 Toll-free: 1-800 564-6253 Email: service@computershare.com Taxability of Distributions In 2018, 51.23% of the distributions made by Cominar to unitholders were returns of capital, reducing the adjusted cost base of the units. Legal Counsel Davies Ward Phillips & Vineberg LLP Auditors PricewaterhouseCoopers LLP Annual Meeting of Unitholders May 15, 2019 Centre Rockland 2305 Rockland Road Mount Royal (Quebec) Unitholders Distribution Reinvestment Plan Cominar Real Estate Investment Trust offers unitholders the opportunity to participate in its Unitholders Distribution Reinvestment Plan (the “DRIP”). The DRIP allows participants to receive their monthly distributions as additional units of Cominar. In addition, participants will be entitled to receive an additional distribution equal to 3% of each cash distribution reinvested pursuant to the DRIP, which will be reinvested in additional units. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, starting with the distribution of August 2017, which was payable in September 2017. If Cominar decides to resume the plan in the future, the unitholders who were registered in the plan at the time of its suspension and who are still registered at the time of its resumption shall automatically resume their participation in the plan. For further information about the DRIP, please refer to the DRIP section of our website at www.cominar.com or contact us by email at info@cominar.com or contact the Transfer Agent. 137 Unitholders Information Cominar Real Estate Investment Trust Complexe Jules-Dallaire – T3 2820 Laurier Boulevard, Suite 850 Québec City, Quebec, Canada G1V 0C1 Tel.: 418 681-8151 Fax: 418 681-2946 Toll-free: 1-866 COMINAR Email: info@cominar.com Website: www.cominar.com Listing The units of Cominar Real Estate Investment Trust are listed on the Toronto Stock Exchange under the trading symbol CUF.UN. Transfer Agent Computershare Trust Company of Canada 1500 Robert-Bourassa Blvd., Suite 700 Montreal, Quebec, Canada H3A 3S8 Tel.: 514 982-7555 Fax: 514 982-7580 Toll-free: 1-800 564-6253 Email: service@computershare.com Taxability of Distributions In 2018, 51.23% of the distributions made by Cominar to unitholders were returns of capital, reducing the adjusted cost base of the units. Legal Counsel Davies Ward Phillips & Vineberg LLP Auditors PricewaterhouseCoopers LLP Annual Meeting of Unitholders May 15, 2019 Centre Rockland 2305 Rockland Road Mount Royal (Quebec) Unitholders Distribution Reinvestment Plan Cominar Real Estate Investment Trust offers unitholders the opportunity to participate in its Unitholders Distribution Reinvestment Plan (the “DRIP”). The DRIP allows participants to receive their monthly distributions as additional units of Cominar. In addition, participants will be entitled to receive an additional distribution equal to 3% of each cash distribution reinvested pursuant to the DRIP, which will be reinvested in additional units. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, starting with the distribution of August 2017, which was payable in September 2017. If Cominar decides to resume the plan in the future, the unitholders who were registered in the plan at the time of its suspension and who are still registered at the time of its resumption shall automatically resume their participation in the plan. For further information about the DRIP, please refer to the DRIP section of our website at www.cominar.com or contact us by email at info@cominar.com or contact the Transfer Agent. 137 Unitholders Information Cominar Real Estate Investment Trust Complexe Jules-Dallaire – T3 2820 Laurier Boulevard, Suite 850 Québec City, Quebec, Canada G1V 0C1 Tel.: 418 681-8151 Fax: 418 681-2946 Toll-free: 1-866 COMINAR Email: info@cominar.com Website: www.cominar.com Listing The units of Cominar Real Estate Investment Trust are listed on the Toronto Stock Exchange under the trading symbol CUF.UN. Transfer Agent Computershare Trust Company of Canada 1500 Robert-Bourassa Blvd., Suite 700 Montreal, Quebec, Canada H3A 3S8 Tel.: 514 982-7555 Fax: 514 982-7580 Toll-free: 1-800 564-6253 Email: service@computershare.com Taxability of Distributions In 2018, 51.23% of the distributions made by Cominar to unitholders were returns of capital, reducing the adjusted cost base of the units. Legal Counsel Davies Ward Phillips & Vineberg LLP Auditors PricewaterhouseCoopers LLP Annual Meeting of Unitholders May 15, 2019 Centre Rockland 2305 Rockland Road Mount Royal (Quebec) Unitholders Distribution Reinvestment Plan Cominar Real Estate Investment Trust offers unitholders the opportunity to participate in its Unitholders Distribution Reinvestment Plan (the “DRIP”). The DRIP allows participants to receive their monthly distributions as additional units of Cominar. In addition, participants will be entitled to receive an additional distribution equal to 3% of each cash distribution reinvested pursuant to the DRIP, which will be reinvested in additional units. On August 3, 2017, Cominar temporarily suspended the distribution reinvestment plan, starting with the distribution of August 2017, which was payable in September 2017. If Cominar decides to resume the plan in the future, the unitholders who were registered in the plan at the time of its suspension and who are still registered at the time of its resumption shall automatically resume their participation in the plan. For further information about the DRIP, please refer to the DRIP section of our website at www.cominar.com or contact us by email at info@cominar.com or contact the Transfer Agent. 136 Back to top

Continue reading text version or see original annual report in PDF format above