RELIABLE.
DURABLE.
GROWING.
2021 ANNUAL REPORT
KEY STRATEGIC
ACHIEVEMENTS
2013–2021
6.2%
AFFO per unit growth CAGR*
6.0%
NAV per unit CAGR
$2 billion+
invested since IPO
10.2 million
square feet added to the portfolio
$1 billion+
public unsecured debt issues
Public float increased to
$1.2 billion
and included in several market
indices
8
distribution increases in eight years
AFFO payout ratio reduced to*
74.5%
Leverage reduced to
~41%
CT Real Estate Investment Trust
(CT REIT) is an unincorporated, closed-
end real estate investment trust formed
to own income producing commercial
properties primarily located in Canada.
In 2021, CT REIT successfully navigated
the challenging business environment
highlighting the resiliency of our portfolio
and strength of our balance sheet.
Financial Performance since IPO:
AFFO/unit and Distributions Growth*
$1.10
$1.00
$0.90
$0.80
0.862
0.808
$0.70
2.6%
3.0%
0
5
6
.
0
5
1
0
2
$0.60
$0.50
$0.40
0
8
6
.
0
6
1
0
2
0
0
7
.
0
7
1
0
2
1.104
1.032
1.007
0.954
0.919
4.7%
3.6%
1
2
8
.
0
2
9
7
.
0
4.0%
4.0%
8
2
7
.
0
7
5
7
.
0
8
1
0
2
9
1
0
2
0
2
0
2
1
2
0
2
Annual distribution
AFFO/unit
* Non-GAAP ratio. Refer to Section 11.2 of
the REIT’s 2021 Management’s Discussion
& Analysis included in this Annual Report.
COVER PHOTO: Canadian Tire Showcase Store, Edmonton, Alberta. CT REIT
acquired this state-of-the-art 140,000 square foot Canadian Tire property located in
South Edmonton Common in 2015.
Management's Discussion and Analysis
CT REIT
Fourth Quarter and Full Year 2021
TABLE OF CONTENTS
Forward-looking Disclaimer
1.0
Preface
1.1
1.2
1.3
1.4
1.5
1.6
1.7
1.8
2.0
3.0
4.0
5.0
5.1
5.2
5.3
5.4
5.5
5.6
5.7
5.8
5.9
5.10
5.11
Basis of Presentation
Definitions
Accounting Estimates and Assumptions
Quarterly and Annual Comparisons in this MD&A
Currency and Rounding
Key Operating Performance Measures and Specified Financial Measures
Review and Approval by the Board of Trustees
Nature and Formation
Factors Affecting the REIT as a Result of the Covid-19 Pandemic
Growth Strategy and Objectives
Summary of Selected Financial and Operational Information
Portfolio Overview
Portfolio Profile
Revenue by Region
Six Largest Urban Markets
Fair Value of Portfolio of Properties
2021 Investment Activities
Development Activities
Investment and Development Funding
Lease Maturities
Top 10 Tenants Excluding CTC Related Tenancies
Leasing Activities
Recoverable Capital Costs
6.0
Results of Operations
6.1
6.2
Financial Results for the Three Months and Year Ended December 31, 2021
Non-GAAP Financial Measures and Non-GAAP Ratios
7.0
Liquidity and Financial Condition
7.1
7.2
7.3
7.4
Liquidity
Discussion of Cash Flows
Credit Ratings
Indebtedness and Capital Structure
3
4
4
4
4
4
5
5
5
5
6
7
8
9
9
11
11
12
13
14
15
16
17
17
17
18
18
22
24
24
25
25
26
CT REIT 2021 ANNUAL REPORT 1
TABLE OF CONTENTS (continued)
7.5
7.6
7.7
7.8
7.9
7.10
7.11
7.12
7.13
Interest Coverage Ratio
Indebtedness Ratio
Class C LP Units
Debentures
Mortgages Payable
Credit Facilities
Capital Strategy
Commitments and Contingencies
Base Shelf Prospectus
8.0
Equity
8.1
8.2
8.3
8.4
Authorized Capital and Outstanding Units
Equity
Distributions
Book Value Per Unit
9.0
Related Party Transactions
10.0
Accounting Policies and Estimates
10.1
10.2
Significant Areas of Estimation
Standards, Amendments and Interpretations Issued but Not Yet Adopted
11.0
Specified Financial Measures
11.1
11.2
11.3
11.4
Non-GAAP Financial Measures
Non-GAAP Ratios
Supplementary Financial Measures
Selected Quarterly Consolidated Information
12.0
Enterprise Risk Management
13.0
Internal Controls and Procedures
13.1
13.2
13.3
Disclosure Controls and Procedures
Internal Control Over Financial Reporting
Changes in Internal Control Over Financial Reporting
14.0
Forward-looking Information
2 CT REIT 2021 ANNUAL REPORT
28
29
29
30
31
31
32
33
33
33
33
35
35
37
37
39
39
40
40
41
48
51
52
53
58
58
59
59
59
MANAGEMENT'S DISCUSSION AND ANALYSIS
CT REAL ESTATE INVESTMENT TRUST
MANAGEMENT’S DISCUSSION AND ANALYSIS
YEAR ENDED DECEMBER 31, 2021
Forward-looking Disclaimer
This Management’s Discussion and Analysis (“MD&A”) contains statements that are forward-looking. Actual results or events
may differ materially from those forecasted in this disclosure because of the risks and uncertainties associated with the
business of CT Real Estate Investment Trust® and its subsidiaries, (referred to herein as “CT REIT”, “Trust” or “REIT”, unless
the context requires otherwise), and the general economic environment. CT REIT cannot provide any assurance that any
forecasted financial or operational performance will actually be achieved or, if achieved, that it will result in an increase in the
price of CT REIT’s Units. See section 14.0 in this MD&A for a more detailed discussion of the REIT’s use of forward-looking
statements.
CT REIT 2021 ANNUAL REPORT 3
MANAGEMENT'S DISCUSSION AND ANALYSIS
1.0 PREFACE
1.1 Basis of Presentation
The following MD&A is intended to provide readers with an assessment of the performance of CT REIT® for the year ended
December 31, 2021 and should be read in conjunction with the REIT’s audited consolidated financial statements
(“consolidated financial statements”) and accompanying notes for the year ended December 31, 2021 which have been
prepared in accordance with International Financial Reporting Standards (“IFRS”). In addition, the following MD&A should be
read in conjunction with CT REIT’s forward-looking information found in section 14.0 of this MD&A. Information about CT
REIT, including the Annual Information Form for the year ended December 31, 2021 (“AIF”), the consolidated financial
statements as at and for the period ending December 31, 2021 and all other continuous disclosure documents required by the
Canadian securities regulators, can be found on the System for Electronic Document Analysis and Retrieval (“SEDAR”)
website at www.sedar.com and on CT REIT’s website at www.ctreit.com under the tab "Investors" in the Financial Reporting
section.
1.2 Definitions
In this document, the terms “CT REIT”, “REIT” and “Trust” refer to CT Real Estate Investment Trust® and its subsidiaries
unless the context requires otherwise. In addition, “Company”, “CTC” and “Corporation” refer to Canadian Tire Corporation,
Limited, entities that it controls and their collective businesses unless the context requires otherwise.
This document contains certain trade-marks and trade names of CTC and is the property of CTC. Solely for convenience, the
trade-marks and trade names referred to herein may appear without the ® or ™ symbol.
Any term not defined in this MD&A shall be defined in the Glossary of Terms in the AIF filed on SEDAR at www.sedar.com and
on CT REIT’s website at www.ctreit.com under the tab Investors in the Financial Reporting section.
1.3 Accounting Estimates and Assumptions
The preparation of the consolidated financial statements in accordance with IFRS requires management to make judgments
and estimates that affect the application of accounting policies and the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of
revenue and expenses during the reporting period. Refer to section 10.0 in this MD&A for further information.
Financial data included in this MD&A includes material information as of February 15, 2022. Disclosure contained in this
document is current to that date, unless otherwise indicated.
1.4 Quarterly and Annual Comparisons in this MD&A
Unless otherwise indicated, all comparisons of results for three months ended December 31, 2021 (“Q4 2021”) are against
results for three months ended December 31, 2020 (“Q4 2020”) and comparisons of results for the year ended December 31,
2021 are against results for the year ended December 31, 2020.
4 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
1.5 Currency and Rounding
All amounts in this MD&A are in thousands of Canadian dollars, except per unit, unit, square foot amounts or unless otherwise
indicated. Rounded numbers are used in this MD&A and, as such, totals may not add up to 100 percent.
1.6 Key Operating Performance Measures and Specified Financial Measures
The key operating performance measures used by management may not be comparable to similar measures presented by
other real estate investment trusts or enterprises. Net income and comprehensive income prepared in accordance with IFRS is
also subject to varying degrees of judgment, and some meaningful differences in accounting policies exist between publicly
traded entities in Canada. Accordingly, net income and comprehensive income as presented by CT REIT may not be
comparable to net income and comprehensive income presented by other real estate investment trusts or enterprises.
1.7 Review and Approval by the Board of Trustees
The Board of Trustees (the “Board”), on the recommendation of its Audit Committee, approved this MD&A for issuance on
February 15, 2022.
1.8 Nature and Formation
CT REIT is an unincorporated, closed-end real estate investment trust established on July 15, 2013 pursuant to a declaration
of trust as amended and restated as of October 22, 2013 and as further amended and restated as of April 5, 2020 and as
may be further amended from time to time (“Declaration of Trust”). CT REIT commenced operations on October 23, 2013.
The principal, registered and head office of CT REIT is located at 2180 Yonge Street, Toronto, Ontario, M4P 2V8. CTC
owned a 69.0% effective interest in CT REIT as at December 31, 2021, consisting of 33,989,508 of the issued and
outstanding units of CT REIT (“Units”) and all of the issued and outstanding Class B limited partnership units (“Class B LP
Units”) of CT REIT Limited Partnership (the “Partnership”), which are economically equivalent to and exchangeable for Units.
The holders of Units and Class B LP Units are collectively referred to as “Unitholders”. CTC also owns all of the issued and
outstanding Class C limited partnership units (“Class C LP Units”) of the Partnership. The Units are listed on the Toronto
Stock Exchange (“TSX”) and are traded under the symbol CRT.UN.
CT REIT has one segment for financial reporting purposes which comprises the ownership and management of primarily net
lease single-tenant retail investment properties located across Canada.
CT REIT 2021 ANNUAL REPORT 5
MANAGEMENT'S DISCUSSION AND ANALYSIS
2.0 FACTORS AFFECTING THE REIT AS A RESULT OF THE COVID-19 PANDEMIC
The following section contains forward-looking information and readers are cautioned that actual results may vary.
The global spread of the coronavirus (COVID-19) disease (the "Pandemic") continues to impact the Canadian and global
economies. The REIT remains committed to the health and safety of its employees and tenants, as well as its tenants’
employees and customers. Many of the measures that were introduced at the outset of the Pandemic to reduce the spread of
the virus, remain in place, including the majority of REIT employees continuing to work from home.
Despite the positive impact of vaccination programs throughout Canada, industries, including retail and commercial real estate,
continue to be affected to varying degrees by the Pandemic. It continues to be difficult to predict the duration and impact of the
Pandemic, if any, on the REIT’s business and operations, both in the short and long-term. The REIT has instituted
comprehensive and evolving risk management strategies to support its business and operations in a manner that aims to
address impacts on its key risks. The impact of the Pandemic on liquidity, cash flows, property operations and head office
facilities have been considered while ensuring the maintenance of controls that aim to protect the integrity of the REIT’s
reported financial information and safeguard systems and information. These strategies have been successful to date and
have allowed the REIT to maintain a financially strong business and to continue to support employees, tenants and their
employees and customers. Refer to section 12.0, “Enterprise Risk Management” for a further discussion of key risks and
Pandemic impacts to the REIT’s operations, its tenants and financial performance.
6 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
3.0 GROWTH STRATEGY AND OBJECTIVES
The following section contains forward-looking information and readers are cautioned that actual results may vary.
The principal objective of CT REIT, as a real estate investment trust investing primarily in net lease, single-tenant assets, is to
create Unitholder value over the long-term by generating reliable, durable and growing monthly distributions on a tax-efficient
basis. To achieve this objective, management is focused on expanding the REIT’s asset base while also increasing its AFFO
per unit1.
Future growth is expected to continue to be achieved from a number of sources including:
1.
the portfolio of Canadian Tire leases, which generally contain contractual rent escalations of approximately 1.5% per
year, on average, over their initial term and have a weighted average remaining lease term of 8.9 years;
2.
contractual arrangements with CTC whereby CT REIT has a right of first offer (“ROFO”) 2 on all CTC properties which
meet the REIT’s investment criteria and through preferential rights, subject to certain exceptions, to participate in the
development of, and to acquire, certain new retail properties; and
3.
its relationship with CTC, which CT REIT will continue to leverage in order to obtain insights into potential real estate
acquisitions and development opportunities in markets across Canada.
1 Non-GAAP ratio. Refer to section 11.2 for further information.
2 The ROFO Agreement continues in effect until the later of October 2023 and such time as CTC ceases to hold a majority of the voting units, being the Units and Special Voting Units (as
defined in section 8.0).
CT REIT 2021 ANNUAL REPORT 7
MANAGEMENT'S DISCUSSION AND ANALYSIS
4.0 SUMMARY OF SELECTED FINANCIAL AND OPERATIONAL INFORMATION
Readers are reminded that certain key performance measures may not have standardized meanings under GAAP. For further
information on the REIT’s operating measures, non-GAAP financial measures and non-GAAP ratios, refer to section 1.0,
section 11.1 and section 11.2.
(in thousands of Canadian dollars, except unit, per unit and square footage amounts)
Year Ended
For the periods ended December 31,
Property revenue
EBITFV 1
Net operating income 1
Net income
Net income per unit - basic 2
Net income per unit - diluted 3
Funds from operations 1
FFO per Unit - diluted (non-GAAP) 2,4,5
Adjusted funds from operations 1
AFFO per Unit - diluted (non-GAAP) 2,4,5
Distributions per Unit - paid 2
AFFO payout ratio 4
Excess of AFFO 1 over distributions:
Excess of AFFO over distributions paid 1,6
Per Unit - diluted (non-GAAP) 2,4,5
Cash generated from operating activities
Adjusted cashflow from operations 1
Weighted average number of Units outstanding 2
Basic
Diluted 3
Diluted (non-GAAP) 5
Period-end Units outstanding 2
Total assets
Total non-current liabilities
Total indebtedness
Book value per Unit 2
Market price per Unit - Close (end of period) 2
OTHER INFORMATION
Weighted average interest rate 7
Indebtedness ratio
Interest coverage ratio 4, 8
Weighted average term to debt maturity (in years) 7
Gross leasable area (square feet) 9
Occupancy rate 9,10
2021
2020
2019
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
514,537
393,557
401,079
456,859
1.969
1.635
287,565
1.238
256,504
1.104
0.822
74.5 %
66,002
0.284
407,201
271,948
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
502,348
378,814
381,566
183,305
0.801
0.772
270,725
1.181
236,457
1.032
0.793
76.8 %
55,063
0.240
370,766
238,954
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
489,013
370.693
368,795
307,193
1.380
1.193
261,861
1.175
224,300
1.007
0.757
75.2 %
55,982
0.251
362,328
228,366
232,026,661
228,934,001
222,559,681
318,507,219
322,574,451
314,615,002
232,324,806
229,199,901
222,791,571
233,185,145
230,969,595
228,216,876
$ 6,500,102
$ 6,176,142
$ 6,024,512
$ 2,518,598
$ 2,509,733
$ 2,347,397
$ 2,677,861
$ 2,652,341
$ 2,572,294
$
$
15.77
17.32
$
$
14.62
15.67
$
$
14.61
16.14
3.84 %
41.2 %
3.72
6.8
29,105,050
3.87 %
42.9 %
3.51
7.5
4.08 %
42.7 %
3.40
8.0
28,738,736
27,556,341
99.3 %
99.3 %
99.1 %
1 Non-GAAP financial measure. Refer to section 11.1 for further information.
2 Total units means Units and Class B LP Units outstanding.
3 Diluted units determined in accordance with IFRS includes restricted and deferred units issued under various plans and the effect of assuming that all of the
Class C LP Units will be settled with Class B LP Units. Refer to section 8.0.
4 Non-GAAP ratio. Refer to section 11.2 for further information.
5 Diluted units used in calculating non-GAAP measures include restricted and deferred units issued under various plans and exclude the effect of assuming that all
of the Class C LP Units will be settled with Class B LP Units. Refer to section 8.0.
6 Refer to section 8.0 for further information.
7 Excludes the Credit Facilities. Refer to section 7.10 for definition.
8 Refer to section 7.5 for further information.
9 Excludes Development Properties and Properties Under Development. Refer to the Glossary of Terms in the 2021 Annual Report for definition.
10 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted
on or before December 31, 2021 and December 31, 2020.
8 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
5.0 PORTFOLIO OVERVIEW
5.1 Portfolio Profile
The portfolio of Properties, as at December 31, 2021, consisted of 362 retail properties, four industrial properties, one mixed-
use commercial property and one Development Property (collectively, “Properties”). The Properties are located in each of the
provinces and in two territories across Canada. The retail properties, industrial properties and mixed-use commercial property
contain approximately 29.1 million square feet of gross leasable area (“GLA”).
CT REIT’s consolidated financial position, results of operations and portfolio metrics include the REIT’s one-half interest in
Canada Square, a mixed-use commercial property with future re-development potential, in Toronto, Ontario (Canada Square).
CTC is CT REIT’s most significant tenant. As at December 31, 2021, CTC represented 92.1% of total GLA (December 31,
2020 - 92.2%) and 91.5% of total annualized base minimum rent (December 31, 2020 - 91.6%). As at December 31, 2021,
CTC, including Canadian Tire stores and Other CTC Banners, had leased 26.8 million square feet of GLA, with approximately
86.3% and 13.7% of the GLA attributable to retail and office, and industrial properties, respectively.
CT REIT’s occupancy, excluding Properties Under Development, is as follows:
(in square feet)
Property Type
Retail
Canadian Tire stores
Other CTC Banners 1
Third party retail tenants
Industrial properties
Mixed-use property 3
Total
As at December 31, 2021
Occupied GLA Occupancy rate 2
GLA
22,330,291
22,330,291
591,124
2,021,858
3,883,749
278,028
591,124
1,843,871
3,883,749
256,308
29,105,050
28,905,343
100.0 %
100.0 %
91.2 %
100.0 %
92.2 %
99.3 %
1 Includes Mark’s and L’Équipeur, SportChek, Sports Experts, and Canadian Tire Bank (referred to herein as “Other CTC Banners”).
2 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before
December 31, 2021.
3 Relates to the REIT's one-half interest in Canada Square.
(in square feet)
Property Type
Retail
Canadian Tire stores
Other CTC Banners 1
Third party retail tenants
Industrial properties
Mixed-use property 3
Total
GLA
As at December 31, 2020
Occupancy rate 2
Occupied GLA
21,993,621
21,993,621
617,669
1,935,392
3,914,026
278,028
617,669
1,744,924
3,914,026
256,613
28,738,736
28,526,853
100.0 %
100.0 %
90.2 %
100.0 %
92.3 %
99.3 %
1 Includes Mark’s and L’Équipeur, SportChek, Sports Experts, and Canadian Tire Bank (referred to herein as “Other CTC Banners”).
2 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before
December 31, 2020.
3 Relates to the REIT's one-half interest in Canada Square.
CT REIT 2021 ANNUAL REPORT 9
MANAGEMENT'S DISCUSSION AND ANALYSIS
The REIT’s property portfolio consists of:
As at
Canadian Tire single tenant properties
Other single tenant properties
Multi-tenant properties anchored by Canadian Tire store
Multi-tenant properties not anchored by Canadian Tire store
Industrial properties
Mixed-use property
Total operating properties
Development Properties
Total properties
As at
Gas bars at retail properties
December 31, 2021
December 31, 2020
262
25
67
8
4
1
367
1
368
261
25
64
7
4
1
362
1
363
December 31, 2021
December 31, 2020
112
111
CT REIT’s Properties by region, as a percentage of total GLA, as at December 31, 2021 are as follows:
1 Excluding Properties Under Development.
2 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted
on or before December 31, 2021.
10 CT REIT 2021 ANNUAL REPORT
Properties by Region ¹ ²(% of Total GLA)Atlantic Canada9.0%Ontario41.4%Quebec23.2%Western Canada26.4%
MANAGEMENT'S DISCUSSION AND ANALYSIS
5.2 Revenue by Region
CT REIT’s Properties by region, as a percentage of total annualized base minimum rent, as at December 31, 2021 are as
follows:
1 Excluding Properties Under Development.
2 Occupancy and other leasing key operating performance measures have been prepared on a committed basis which includes the impact of existing lease agreements
contracted on or before December 31, 2021.
5.3 Six Largest Urban Markets
A significant portion of CT REIT’s Properties are located in the following six largest urban markets:
As at
Vancouver
Edmonton
Calgary
Toronto
Ottawa
Montreal
Percentage of Total Annualized Base Minimum Rent 1, 2
1 Excluding Properties Under Development.
December 31, 2021
December 31, 2020
3.0 %
4.8 %
3.0 %
19.9 %
3.9 %
10.7 %
45.3 %
3.1 %
4.9 %
2.7 %
20.2 %
3.8 %
10.8 %
45.5 %
2 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before
December 31, 2021.
CT REIT 2021 ANNUAL REPORT 11
Properties by Region ¹ ²(% of Total Annualized Base Minimum Rent)Atlantic Canada7.7%Ontario43.6%Quebec20.2%Western Canada28.5% MANAGEMENT'S DISCUSSION AND ANALYSIS
5.4 Fair Value of Portfolio of Properties
The fair value of the Properties represents 99.8% of the total assets of CT REIT as at December 31, 2021.
(in thousands of Canadian dollars)
Balance, beginning of period
Property acquisitions (including transaction
costs)
Intensifications
Developments
Development land
Capitalized interest and property taxes
Transfers from PUD
Transfers to PUD
Transfer to asset held for sale
Right-of-use assets
Fair value adjustment on investment
properties
Straight-line rent
Recoverable capital expenditures
Dispositions
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Income-
producing
properties
Properties
Under
Development
Total
investment
properties
Income-
producing
properties
Properties
Under
Development
Total
investment
properties
6,083,145
57,855
6,141,000
5,932,864
74,118
6,006,982
100,749
—
100,749
131,762
—
131,762
16,677
16,677
—
—
—
—
16,383
(10,237)
—
9,945
169,911
6,168
33,994
(214)
7,371
1,911
1,488
(16,383)
10,237
—
—
—
—
—
—
7,371
1,911
1,488
—
—
—
—
—
—
—
23,047
53,197
—
23,047
53,197
—
1,283
1,283
111,224
(111,224)
(17,434)
(20,600)
9,945
5,403
169,911
(87,359)
6,168
10,014
33,994
18,091
(214)
(820)
17,434
—
—
—
—
—
—
—
—
(20,600)
5,403
(87,359)
10,014
18,091
(820)
Balance, end of period
$ 6,409,844 $
79,156 $ 6,489,000 $ 6,083,145 $
57,855 $ 6,141,000
Investment properties are measured at fair value, determined using the discounted cash flow method. Under this methodology,
discount rates are applied to the projected annual operating cash flows, generally over a minimum term of ten years, and
include a terminal value based on a capitalization rate applied to the estimated NOI in the terminal year. The portfolio is
internally valued each quarter with external appraisals performed for a portion of the portfolio on a semi-annual basis.
Approximately 80% of the property portfolio (by value) is appraised externally by an independent national real estate appraisal
firm over a four-year period.
Included in CT REIT’s portfolio of Properties are 10 properties which are situated on ground leases with remaining current
terms up to 34 years, and an average remaining current term of approximately 15 years. Assuming all extensions are
exercised, the ground leases have, on average, approximately 32 years of remaining lease term.
12 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
The significant inputs used to determine the fair value of CT REIT’s income-producing properties using the discounted cash
flow method are as follows:
Number of properties
Value at the period end
Discount rate1
Terminal capitalization rate1
Hold period (years)
1 Weighted average rate based on the fair value as at the period end date.
Year Ended
Year Ended
December 31, 2021
December 31, 2020
368
363
$
6,489,000
$
6,141,000
6.98 %
6.48 %
12
7.15 %
6.67 %
12
The estimates of fair value are sensitive to changes in the investment metrics and forecasted future cash flows for each
Property. The sensitivity analysis in the table below indicates the approximate impact on the fair value of the portfolio of
Properties resulting from changes in the terminal capitalization and discount rates assuming no changes in other inputs.
Rate sensitivity
+ 75 basis points
+ 50 basis points
+ 25 basis points
Period ended
- 25 basis points
- 50 basis points
- 75 basis points
Year Ended
Year Ended
December 31, 2021
December 31, 2020
Fair value
Change in fair
value
Fair value
Change in fair
value
$
5,852,000 $
(637,000) $
5,545,000 $
(596,000)
6,056,000
6,304,000
(433,000)
(185,000)
5,742,000
5,967,000
$
6,489,000 $
— $
6,141,000 $
6,743,000
7,084,000
254,000
595,000
6,371,000
6,623,000
$
7,319,000 $
830,000 $
6,898,000 $
(399,000)
(174,000)
—
230,000
482,000
757,000
5.5 2021 Investment Activities
The following table presents income-producing properties acquired, intensified, developed, or redeveloped during the year
ended December 31, 2021.
(in thousands of Canadian dollars, except for GLA amounts)
Property Location
Lower Sackville, NS 1
Drummondville, QC 2
Trenton, ON 1
Halifax, NS 1
Cochrane, ON 3
Kenora, ON 4
Alma,QC 3
Beauport, QC 1
Airdrie, AB 1
Goderich, ON 1
Pad Developments 5
Total
1 Acquisition of income-producing property.
2 Acquisition of land adjacent to an existing CT REIT property to facilitate the expansion of a CTR store.
3 CTR store intensifications.
4 CTR store expansion.
5 Relates to third party pad developments projects.
Transaction date
GLA
Total
investment cost
March 2021
June 2021
September 2021
November 2021
November 2021
November 2021
November 2021
December 2021
December 2021
December 2021
December 2021
52,510
—
69,799
137,860
10,806
—
3,374
104,275
89,841
36,771
23,286
528,522 $
113,274
CT REIT 2021 ANNUAL REPORT 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following section contains forward-looking information and readers are cautioned that actual results may vary.
5.6 Development Activities
The following table provides details of the REIT’s development activities as at December 31, 2021. The total “GLA” column
represents the maximum anticipated area of the developments. The “Not committed to lease” column includes areas which
may be under construction but not committed to lease. The “Committed additional investment” column represents the
approximate financial commitment required to complete the “Committed to lease” areas and related site works.
GLA
(in square feet)
Total investment
(in thousands of Canadian dollars)
Anticipated
date of
completion
Committed
to lease
Not
committed to
lease
Development
costs
incurred 8
Committed
additional
investment
Total
development
costs 9
Total
28,000
16,000
41,000
26,000
62,000
322,000
18,000
79,000
7,000
28,000
45,000
18,000
24,000
28,000
7,000
—
—
—
—
34,000
—
—
—
—
—
—
—
—
—
7,000
Property 1
Lethbridge South, AB 2
Brampton, ON - Trinity Commons 2
Midland, ON 2
La Plaine, QC 2
Orillia, ON - Phase 2 3
Coteau-du-Lac, QC 2
Goderich, ON 2
Welland, ON 2,4
Whitby North, ON 2
Charlottetown, PEI 2
Drummondville, QC 2,4
Sept-Iles, QC 2
Casselman, ON 2
Summerside, PEI 2
Fort St John, BC - Phase 2 5
Calgary (Dufferin Distribution
Centre), AB 5
Mission, BC 2
Sydney, NS 2
Burlington North, ON 2
Brampton McLaughlin, ON 2
Dryden, ON 2
Fenelon Falls, ON 2
London North, ON 2
Milton, ON 2
Chambly, QC 2
Toronto (Canada Square), ON 6,7
TOTAL
Q2 2022
Q2 2022
Q2 2022
Q2 2022
Q3 2022
Q3 2022
Q4 2022
Q4 2022
Q4 2022
Q4 2022
Q4 2022
Q4 2022
Q2 2023
Q2 2023
Q3 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
Q4 2023
28,000
16,000
41,000
26,000
28,000
322,000
18,000
79,000
7,000
28,000
45,000
18,000
24,000
28,000
—
—
7,000
40,000
29,000
28,000
43,000
26,000
32,000
43,000
18,000
350,000
350,000
—
—
—
—
—
—
—
—
—
7,000
40,000
29,000
28,000
43,000
26,000
32,000
43,000
18,000
TBD
TBD
TBD
TBD
974,000
391,000 1,365,000 $
79,156 $
273,915 $
353,071
1 Properties Under Development under 5,000 square feet that are not anticipated to be completed within the next 12 months have not been included.
2 Intensification of an existing income-producing property.
3 Redevelopment Property.
4 Acquired development land for the intensification of an existing income-producing property.
5 Development Property.
6 Redevelopment Property. Potential building area and investment costs to be determined (“TBD”).
7 Ground lease.
8 Includes amounts related to projects in early stages of development.
9 Supplementary Financial Measure. Refer to section 11.3 for further information.
14 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
As at December 31, 2021, CT REIT had committed lease agreements for approximately 974,000 square feet, representing
71.4% of total GLA under development, of which 100.0% has been leased to CTC. A total of $79,156 has been expended to
date, and CT REIT anticipates investing an additional $273,915 to complete the developments, of which $219,147 is due to
CTC. In the next 12 months, the REIT expects to spend $159,000 on these development activities. These commitments do not
include the future development costs related to the Canada Square property, other than previously approved pre-development
consultant related costs.
During the course of 2021, the REIT continued to own a 50% co-ownership interest in Canada Square, and a corresponding
proportionate share of the existing mortgage. Its co-owner and development manager submitted a development application for
the redevelopment of the Canada Square site in December 2020 and the entitlement process is underway. Accordingly, the
co-owners continue to manage the property in contemplation of its eventual redevelopment. As such, certain expiring leases in
the buildings that are slated for redevelopment in order to accommodate the first phase of the redevelopment have not been
extended or renewed, leading to lower occupancy levels which are expected to continue to trend downwards until the
commencement of construction.
5.7 Investment and Development Funding
Funding of investment and development activities for the year ended December 31, 2021 was as follows:
2021 Investment and Development Activity
(in thousands of Canadian dollars)
Property
investments
Development
land
Developments
Intensifications
Funded with working capital to CTC
$
8,096 $
— $
— $
2,600 $
Funded with working capital to third parties 1
Funded with CTC Credit Facility
Capitalized interest and property taxes
Issuance of Class B LP Units to CTC
Mortgage assumed
Total costs
3,727
61,423
—
17,357
10,146
1,161
750
—
—
—
7,371
—
1,488
—
—
14,056
21
—
—
—
$
100,749 $
1,911 $
8,859 $
16,677 $
128,196
1 Includes $4,203 for the construction of Other CTC Banner stores.
Funding of investment and development activities for the year ended December 31, 2020 was as follows:
2020 Investment and Development Activity
Funded with working capital to CTC
$
3,050 $
38,091 $
20,765 $
Property
investments
Developments
Intensifications
Funded with working capital to third parties 1
Funded with CTC Credit Facility
Capitalized interest and property taxes
Issuance of Class B LP Units to CTC
Mortgage assumed
Total costs
1Includes $5,918 for the construction of Other CTC Banner stores.
22,825
63,200
—
24,120
18,567
15,106
—
1,283
—
—
2,282
—
—
—
—
$
131,762 $
54,480 $
23,047 $
209,289
CT REIT 2021 ANNUAL REPORT 15
Total
10,696
26,315
62,194
1,488
17,357
10,146
Total
61,906
40,213
63,200
1,283
24,120
18,567
MANAGEMENT'S DISCUSSION AND ANALYSIS
5.8 Lease Maturities
The weighted average lease term of the portfolio of leases with Canadian Tire is 8.9 years. The weighted average lease term
of all leases in the REIT's portfolio, excluding Properties Under Development, is 8.6 years.
The following graph presents the lease maturity profile from 2022 to 2041 (assuming tenants do not exercise renewal options
or termination rights, if any) as a percentage of total annualized base minimum rent and GLA as of the time of the lease expiry.
1 Excludes Properties Under Development.
2 Total base minimum rent excludes future contractual escalations.
3 Toronto (Canada Square), Ontario is included at the REIT’s one-half interest.
4 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before
December 31, 2021.
16 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
5.9 Top 10 Tenants Excluding CTC Related Tenancies
CT REIT’s 10 largest tenants, excluding all CTC related tenancies, as represented by the percentage of total annualized base
minimum rent, are:
Rank Tenant Name
1
2
3
4
5
6
7
8
9
Save-On-Foods/Buy-Low Foods
Loblaws/Shoppers Drug Mart/No Frills
Bank of Montreal
Canadian Imperial Bank of Commerce
Sobeys/FreshCo/Farm Boy
Winners/Marshalls
Walmart
Best Buy
Tim Hortons
10
Dollarama
Total
Percentage of total
annualized base
minimum rent 1
0.67 %
0.50 %
0.49 %
0.44 %
0.44 %
0.39 %
0.30 %
0.21 %
0.21 %
0.20 %
3.85 %
1 Occupancy and other leasing key performance measures have been prepared on a committed basis which includes the impact of existing lease agreements contracted on or before
December 31, 2021.
5.10 Leasing Activities
The future financial performance of CT REIT will be impacted by many factors including occupancy rates and renewing
currently leased space. During the current quarter, the REIT completed 8 Canadian Tire store lease extensions. The total
number of Canadian Tire lease extensions, year to date, is now 24, including one distribution centre. As at December 31,
2021, the REIT’s occupancy rate, excluding Properties Under Development, was 99.3% (Q4 2020 - 99.3%). Refer to section
5.1 for further details.
5.11 Recoverable Capital Costs
Many of the capital costs that will be incurred by CT REIT are recoverable from tenants pursuant to the terms of their leases.
These recoveries will occur either in the year in which such expenditures are incurred or, in the case of a major item of
replacement or betterment, on a straight-line basis over the expected useful life thereof together with an imputed rate of
interest on the unrecovered balance at any point in time. Capital expenditures of $7,945 and $33,994 (Q4 2020 - $7,945 and
YTD 2020 - $18,091) were incurred during the three months and year ended December 31, 2021, respectively. Most of the
REIT’s recoverable capital expenditures relate to parking lots, roofs and heating, ventilation and air conditioning equipment,
the incurrence of which are typically seasonal in nature. As a result, the actual recoverable capital costs incurred may vary
widely from period to period.
CT REIT 2021 ANNUAL REPORT 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
6.0 RESULTS OF OPERATIONS
6.1 Financial Results for the Three Months and Year Ended December 31, 2021
CT REIT’s financial results for the three months and year ended December 31, 2021 and December 31, 2020 are summarized
below:
(in thousands of Canadian dollars, except per unit
amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020 Change
2021
2020 Change 1
Property revenue
Property expense
$
129,537 $
126,833
2.1 % $
514,537 $
502,348
2.4 %
(27,054)
(27,748)
(2.5) %
(107,290)
(110,768)
(3.1) %
General and administrative expense
(3,942)
(3,949)
(0.2) %
(14,593)
(13,018)
12.1 %
Net interest and other financing charges
(26,429)
(27,235)
(3.0) %
(105,706)
(107,898)
(2.0) %
Fair value adjustment on investment properties
53,254
(53,869)
NM
169,911
(87,359)
NM
Net income and comprehensive income
Net income per unit - basic
Net income per unit - diluted
1 NM - not meaningful.
Property Revenue
$
$
$
125,366 $
14,032
793.4 % $
456,859 $
183,305
149.2 %
0.538 $
0.061
782.0 % $
1.969 $
0.801
145.8 %
0.443 $
0.093
376.3 % $
1.635 $
0.772
111.8 %
Property revenue includes all amounts earned from tenants pursuant to lease agreements including property taxes, operating
costs and other recoveries. Many of CT REIT’s expenses are recoverable from tenants pursuant to the terms of their leases,
with the REIT absorbing these expenses to the extent that vacancies exist.
Total revenue for the three months ended December 31, 2021 was $129,537 which was $2,704 (2.1%) higher compared to the
same period in the prior year, primarily due to contractual rent escalations, additional base rent related to properties acquired
and developments and intensifications completed during 2021 and 2020. Total revenue for the three months ended
December 31, 2021 also included property operating expense recoveries in the amount of $25,814 (Q4 2020 - $25,738).
Total revenue for the year ended December 31, 2021 was $514,537 which was $12,189 (2.4%) higher compared to the same
period in the prior year, primarily due to contractual rent escalations, additional base rent related to properties acquired and
developments and intensifications completed during 2021 and 2020. Total revenue for the year ended December 31, 2021
also included property operating expense recoveries in the amount of $103,348 (Q4 2020 - $102,257).
The total amount of base rent to be received from operating leases is recognized on a straight-line basis over the term of the
lease. For the three months ended December 31, 2021, straight-line rent of $1,552 (Q4 2020 - $2,212) was included in total
property revenue. For the year ended December 31, 2021, straight-line rent of $6,168 (2020 - $10,014) was included in total
property revenue.
18 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
Property Expense
Property expense consists primarily of property taxes, operating costs and property management costs (including any
outsourcing of property management services). The majority of property expenses are recoverable from tenants with the REIT
absorbing these expenses to the extent that vacancies exist.
Property expense for the three months ended December 31, 2021 decreased by $694 (2.5%) compared to the same period in
the prior year primarily due to the reduction of expected credit losses related to assistance provided to tenants as a result of
the Pandemic.
Property expense for the year ended December 31, 2021 decreased by $3,478 (3.1%) compared to the same period in the
prior year primarily due to the reduction of expected credit losses related to assistance provided to tenants as a result of the
Pandemic and lower operating costs.
General and Administrative Expense
CT REIT has a number of broad categories of general and administrative expense: (i) personnel; (ii) public entity and other
costs, including external audit fees, trustee compensation expense, legal and professional fees, travel and income tax expense
(recovery) related to CT REIT GP Corp.’s (“GP”) activities; and (iii) outsourced costs, which may fluctuate depending on when
such costs are incurred. The personnel and public entity and other costs reflect the expenses related to ongoing operations of
CT REIT. The outsourced costs are largely related to certain administrative, information technology, internal audit and other
support services provided by CTC to the REIT pursuant to the Services Agreement, as further described in section 9.0 of this
MD&A.
(in thousands of Canadian dollars)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020 Change
2021
2020 Change
Personnel expense 1
Services Agreement with CTC
Public entity and other 1
$
3,090
$
2,778
11.2 % $
9,637
$
225
627
228
943
(1.3) %
(33.5) %
1,081
3,875
7,988
1,112
3,918
20.6 %
(2.8) %
(1.1) %
General and administrative expense
$
3,942
$
3,949
(0.2) % $
14,593
$
13,018
12.1 %
As a percent of property revenue
Adjusted general and administrative expense as a
percent of property revenue 2
3.0 %
2.9 %
3.1 %
2.5 %
2.8 %
2.6 %
2.6 %
2.6 %
1 Includes unit-based awards including loss (gain) adjustments as a result of the change in the fair market value of the Units of $244 (Q4 2020 - $832) and $990 (YTD 2020 - $134) for the
three months and year ended December 31, 2021.
2 Adjusted for fair value adjustments on unit-based awards.
General and administrative expenses amounted to $3,942 or 3.0% of the property revenue for the three months ended
December 31, 2021 which was comparable to the same period in the prior year.
General and administrative expenses amounted to $14,593 or 2.8% of property revenue for the year ended December 31,
2021 which is $1,575 (12.1%) higher compared to the same period in the prior year primarily due to:
•
•
increased personnel compensation and trustee fees due to the fair value adjustment on unit-based awards; partially
offset by
lower professional fees.
CT REIT 2021 ANNUAL REPORT 19
1,247
20.5 %
1,665
(15.4) %
3,624
(0.2) %
(2.1) %
3.8 %
MANAGEMENT'S DISCUSSION AND ANALYSIS
Net Interest and Other Financing Charges
As at December 31, 2021 the Partnership had 1,451,550 Class C LP Units outstanding with a face value of $1,451,550 and
bearing a weighted average distribution rate of 4.41% per annum. The Class C LP Units are subject to redemption rights.
Accordingly, the Class C LP Units are classified as financial liabilities and distributions on the Class C LP Units are presented
in the net interest and other financing charges in the consolidated statements of income and comprehensive income.
Net interest and other financing charges are comprised of the following:
(in thousands of Canadian dollars)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
Change
2021
2020
Change
Interest on Class C LP Units 1
$
15,990 $
15,991
— % $
63,962 $
65,736
Interest and financing costs - debentures
9,018
9,772
(7.7) %
36,108
36,615
(2.7) %
(1.4) %
Interest and financing costs - Credit Facilities 2
Interest on mortgages payable
Interest on lease liabilities
407
386
905
387
354
903
5.2 %
9.0 %
0.2 %
1,503
1,408
3,615
Less: capitalized interest
(275)
(156)
76.3 %
(876)
(844)
$
26,706 $
27,407
(2.6) % $
106,596 $
108,887
Interest expense and other financing charges
$
26,431 $
27,251
(3.0) % $
105,720 $
108,043
(2.2) %
Less: interest income
(2)
(16)
(87.5) %
(14)
(145)
(90.3) %
Net interest and other financing charges
$
26,429 $
27,235
(3.0) % $
105,706 $
107,898
(2.0) %
1 CTC elected to defer receipt of distributions on Series 3-9 and Series 16 and 19 of the Class C LP Units for the three months and year ended December 31, 2021 in the amount of $15,990
(Q4 2020 - $15,852) and $58,631 (YTD 2020 - $59,898), until the first business day following the end of the fiscal year. The deferred distributions have been netted against interest payable
on Class C LP Units and are included under the heading “other liabilities” on the consolidated balance sheets.
2 See section 7.10 for details on Credit Facilities.
Net interest and other financing charges for the three months ended December 31, 2021 was $806 (3.0%) lower compared to
the same period in the prior year largely due to a prepayment cost related to the redemption of the Series C senior unsecured
debentures incurred in the prior year.
Net interest and other financing charges for the year ended December 31, 2021 was $2,192 (2.0%) lower compared to the
same period in the prior year largely due to decreased interest on the Class C LP Units from resetting the interest rates as of
June 1, 2020 on the Series 3, 16, 17, 18 and 19 Class C LP Units with CTC, a prepayment cost related to the redemption of
the Series C senior unsecured debentures incurred in the prior year and lower interest rate on a mortgage payable, partially
offset by increased utilization on the Credit Facilities and higher average interest rate on the unsecured debentures.
Fair Value Adjustment on Investment Properties
The fair value adjustment on investment properties for the three months ended December 31, 2021 was $53,254, an increase
of $107,123 compared to the adjustment in the same period in the prior year. The increase in the fair value adjustment on
investment properties was mainly driven by changes to investment metrics within the portfolio based on recent market activity
and the reduction in Pandemic related impacts which were present in the prior year.
The fair value adjustment on investment properties for the year ended December 31, 2021 was $169,911, an increase of
$257,270 compared to the adjustment in the same period in the prior year. The increase in the fair value adjustment on
20 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
investment properties was mainly driven by changes to investment metrics within the portfolio based on recent market activity,
as well as contractual rent escalations.
Income Tax Expense
Management operates CT REIT in a manner that enables the REIT to continue to qualify as a real estate investment trust
pursuant to the Income Tax Act (Canada) (“ITA”). CT REIT distributes 100% of its taxable income to Unitholders and therefore
does not incur income tax expense in relation to its activities. The REIT only records income tax expense or recovery in
relation to the GP activities.
If CT REIT fails to distribute the required amount of taxable income to Unitholders, or if CT REIT fails to qualify as a “real
estate investment trust” under the ITA, substantial adverse tax consequences may occur. Refer to section 12.0 for further
information.
Net Income
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020 Change
2021
2020 Change
Net income and comprehensive income
$ 125,366 $
14,032
793.4 % $ 456,859 $ 183,305
149.2 %
Net income per unit - basic
Net income per unit - diluted
$
$
0.538 $
0.061
782.0 % $
1.969 $
0.801
145.8 %
0.443 $
0.093
376.3 % $
1.635 $
0.772
111.8 %
Net income increased by $111,334 (793.4%) for the three months ended December 31, 2021 compared to the same period in
the prior year for the reasons as discussed above.
Net income increased by $273,554 (149.2%) for the year ended December 31, 2021 compared to the same period in the prior
year for the reasons as discussed above.
Net income per unit - basic increased by $0.477 (782.0%) for the three months ended December 31, 2021 compared to the
same period in the prior year primarily due to increased net income, as discussed above, partially offset by an increase in the
weighted average number of units outstanding - basic.
For the year ended December 31, 2021 net income per unit - basic increased by $1.168 (145.8%) compared to the same
period in the prior year primarily due to increased net income, as discussed above, partially offset by an increase in the
weighted average number of units outstanding - basic.
Net income per unit - diluted increased by $0.35 (376.3%) for the three months ended December 31, 2021 compared to the
same period in the prior year primarily due to increased net income, as discussed above, and by the decrease in the weighted
average number of units outstanding - diluted.
For the year ended December 31, 2021 net income per unit - diluted increased by $0.863 (111.8%) compared to the same
period in the prior year primarily due to increased net income, as discussed above, and by the decrease in the weighted
average number of units outstanding - diluted.
CT REIT 2021 ANNUAL REPORT 21
MANAGEMENT'S DISCUSSION AND ANALYSIS
6.2 Non-GAAP Financial Measures and Non-GAAP Ratios
In addition to the GAAP measures previously described, management uses non-GAAP financial measures and non-GAAP
ratios in assessing the financial performance of CT REIT. Refer to section 1.0 and section 11.0 in this MD&A for further
information.
(in thousands of Canadian dollars, except
per unit amounts)
For the periods ended December 31,
Net operating income 1
Same store NOI 1
Same property NOI 1
Funds from operations 1
FFO per unit - basic 2
FFO per unit - diluted (non-GAAP) 2
Adjusted funds from operations 1
AFFO per unit - basic 2
AFFO per unit - diluted (non-GAAP) 2
AFFO payout ratio 2
ACFO 1
EBITFV 1
Three Months Ended
Year Ended
2021
100,931
97,318
97,424
71,935
0.309
0.308
64,124
0.275
0.275
76.4 %
80,844
98,322
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
2020
Change
2021
2020
Change
96,873
94,997
95,051
68,149
0.297
0.296
4.2 % $
401,079
2.4 % $
384,589
2.5 % $
386,387
5.6 % $
287,565
4.0 % $
4.1 % $
1.239
1.238
59,796
7.2 % $
256,504
0.260
0.260
5.8 % $
5.8 % $
1.105
1.104
77.3 %
(1.2) %
74.5 %
60,105
95,416
34.5 % $
271,948
3.0 % $
393,557
$
$
$
$
$
$
$
$
$
$
$
381,566
374,207
375,244
270,725
1.183
1.181
236,457
1.033
1.032
5.1 %
2.8 %
3.0 %
6.2 %
4.7 %
4.8 %
8.5 %
7.0 %
7.0 %
76.8 %
(3.0) %
238,954
378,814
13.8 %
3.9 %
1 Non-GAAP financial measure. Refer to section 11.1 for further information.
2 Non-GAAP ratio. Refer to section 11.2 for further information.
Net Operating Income
NOI for the three months ended December 31, 2021 increased by $4,058 (4.2%) compared to the same period in the prior
year primarily due to the rent escalations for Canadian Tire leases and the acquisition of income-producing properties
completed in 2021 and 2020, which contributed $1,252 and $1,782 to NOI growth respectively. NOI growth for Properties
Under Development during the three months ended December 31, 2021 was $267. NOI is a non-GAAP financial measure.
Refer to section 11.1 and section 11.2 for further information.
Same store NOI for the three months ended December 31, 2021 increased by $2,321 (2.4%), when compared to the prior year
primarily for the follow reasons:
•
•
•
contractual rent escalations of 1.5% per year, on average, contained within the Canadian Tire leases, which are
generally effective January 1st, contributed $1,252 to NOI growth;
lower provision for expected credit losses due to improving business environment, store re-openings and lower
collection related risks increased NOI by $509; and
recovery of capital expenditures and interest earned on the unrecovered balance contributed $554 to NOI.
Same property NOI for the three months ended December 31, 2021 increased $2,373 (2.5%) compared to the prior year due
to the increase in same store NOI noted above, as well as an increase in NOI of $52 from the intensifications completed in
2021 and 2020.
NOI for the year ended December 31, 2021 increased by $19,513 (5.1%) compared to the same period in the prior year
primarily due to the rent escalations for Canadian Tire leases and the acquisition of income-producing properties completed in
22 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
2021 and 2020, which contributed $6,128 and $7,458 to NOI growth, respectively. NOI growth for Properties Under
Development during the year ended December 31, 2021 was $2,200.
Same store NOI for the year ended December 31, 2021 increased $10,382 (2.8%), when compared to the prior year primarily
for the following reasons:
•
•
•
•
contractual rent escalations of 1.5% per year, on average, contained within the Canadian Tire leases, which are
generally effective January 1st, contributed $6,128 to NOI growth;
lower provision for expected credit losses due to improving business environment, store re-openings and lower
collection related risks increased NOI by $2,218;
recovery of capital expenditures and interest earned on the unrecovered balance contributed $1,338 to NOI; and
operating expenses and property taxes recoveries increased NOI by $698.
Same property NOI for the year ended December 31, 2021 increased $11,143 (3.0%) compared to the prior year due to the
increase in same store NOI noted above, as well as an increase in NOI of $761 from intensifications completed in 2021 and
2020.
Funds From Operations
FFO for the three months ended December 31, 2021 amounted to $71,935 or $0.308 per unit - diluted (non-GAAP) which was
$3,786 (5.6%) and $0.012 (4.1%) per unit - diluted (non-GAAP) higher than the same period in 2020 primarily due to the
impact of NOI variances, discussed earlier.
FFO for the year ended December 31, 2021 amounted to $287,565 or $1.238 per unit - diluted (non-GAAP) which was
$16,840 (6.2%) and $0.057 (4.8%) per unit - diluted (non-GAAP) higher than the same period in 2020 primarily due to the
impact of NOI variances, lower interest expense and the lower professional fees, discussed earlier.
Adjusted Funds From Operations
AFFO for the three months ended December 31, 2021 amounted to $64,124 or $0.275 per unit - diluted (non-GAAP) which
was $4,328 (7.2%) and $0.015 (5.8%), respectively, higher than the same period in 2020 primarily due to the impact of NOI
variances, discussed earlier.
AFFO for the year ended December 31, 2021 amounted to $256,504 or $1.104 per unit - diluted (non-GAAP) which was
$20,047 (8.5%) and $0.072 (7.0%), respectively, higher than the same period in 2020 primarily due to the impact of NOI
variances, lower interest expense and the lower professional fees, discussed earlier.
Adjusted Funds From Operations Payout Ratio
The AFFO payout ratio for the three months ended December 31, 2021 was 76.4%, a decrease of 1.2% for the same period in
2020 due to the increase in AFFO per unit exceeding the rate of increase in the monthly distribution.
The AFFO payout ratio for the year ended December 31, 2021 was 74.5%, a decrease of 3.0% from the same period in 2020
due to the increase in AFFO per unit exceeding the rate of increase in the monthly distribution.
CT REIT 2021 ANNUAL REPORT 23
MANAGEMENT'S DISCUSSION AND ANALYSIS
Adjusted Cashflow From Operations
ACFO for the three months ended December 31, 2021 increased by $20,739 or 34.5% over the same period in 2020 primarily
due to the impact of NOI variances, discussed earlier.
ACFO for the year ended December 31, 2021 increased by $32,994 or 13.8% over the same period in 2020 primarily due to
the impact of NOI variances, discussed earlier.
Earnings Before Interest and Other Financing Costs, Taxes and Fair Value Adjustments
EBITFV for the three months ended December 31, 2021 increased by $2,906 (3.0%) over the same period in 2020, primarily
due to the impact of NOI variances, discussed earlier.
EBITFV for the year ended December 31, 2021 increased by $14,743 (3.9%) over the same period in 2020, primarily due to
the impact of NOI variances, discussed earlier.
7.0 LIQUIDITY AND FINANCIAL CONDITION
The following section contains forward-looking information and readers are cautioned that actual results may vary.
7.1 Liquidity
CT REIT intends to fund capital expenditures for acquisitions and development activities through a combination of (i) cash on
hand, (ii) issuances of Class B LP Units and/or Class C LP Units, (iii) draws on Bank Credit Facility, (iv) assumption of existing
debt, and/or (v) new public or private issuance of debt or equity.
(in thousands of Canadian dollars)
As at
Cash and cash equivalents
Unused portion of available Bank Credit Facility 1
Liquidity
1 See section 7.10 for details on Credit Facilities.
December 31, 2021
December 31, 2020
$
$
3,555 $
294,183
297,738 $
4,531
294,436
298,967
Cash flow generated from operating the portfolio of Properties represents the primary source of liquidity to service debt and to
fund planned maintenance expenditures, leasing costs, general and administrative expenses and distributions. Other sources
being interest income, as well as cash on hand.
24 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
(in thousands of Canadian dollars)
For the periods ended December 31,
Cash generated from operating activities
Cash (used for) investing activities
Cash (used for) financing activities
Cash (used) in the period
7.2 Discussion of Cash Flows
Year Ended
2021
2020
Change
407,201 $
370,766
9.8 %
(146,766)
(261,411)
(162,683)
(9.8) %
(213,286)
22.6 %
(976) $
(5,203)
(81.2) %
$
$
Cash used from the year ended December 31, 2021 of $(976) was primarily the result of cash used for acquisitions and
development of investment properties, distribution payments and interest payments on the debentures, partially offset by
cash generated from operating activities from rent collection, property dispositions and draws on the CTC Credit Facility.
7.3 Credit Ratings
The senior unsecured debt of CT REIT is rated by S&P Global Ratings (“S&P”) and by DBRS Morningstar (“DBRS
Morningstar”), two independent credit rating agencies which provide credit ratings of debt securities for commercial entities. A
credit rating generally provides an indication of the risk that the borrower will not fulfill its full obligations in a timely manner with
respect to both interest and principal commitments. Rating categories range from highest credit quality (generally “AAA”) to
default in payment (generally “D”).
These ratings are related to and currently equivalent to those of CTC, as CTC holds a significant ownership position in CT
REIT and CTC is CT REIT’s most significant tenant.
The following table sets out CT REIT’s issuer and senior unsecured debenture credit ratings:
Issuer Rating
Senior unsecured debentures
DBRS Morningstar
S&P
Credit Rating
BBB
BBB
Trend
Stable
Stable
Credit Rating
BBB
BBB
Outlook
Stable
-
CT REIT 2021 ANNUAL REPORT 25
MANAGEMENT'S DISCUSSION AND ANALYSIS
7.4 Indebtedness and Capital Structure
CT REIT’s indebtedness and capital structure is as follows:
(in thousands of Canadian dollars)
As at
Class C LP Units
Mortgages payable
Debentures
Credit Facilities 1
Total indebtedness
Unitholders’ equity
Non-controlling interests
Total capital under management
1 See section 7.10 for details on Credit Facilities.
December 31, 2021
December 31, 2020
$
1,451,550 $
1,451,550
75,549 $
1,071,462
79,300
2,677,861 $
1,622,365
2,055,784
6,356,010 $
65,956
1,071,635
63,200
2,652,341
1,481,849
1,894,021
6,028,211
$
$
CT REIT’s total indebtedness as at December 31, 2021 was higher than at December 31, 2020 primarily due to higher
amounts drawn on the Credit Facilities and an increase in mortgages payable. Refer to section 7.6 of this MD&A for further
details.
CT REIT’s Unitholders’ equity and non-controlling interests as at December 31, 2021 increased as compared to December 31,
2020 primarily as a result of net income exceeding distributions.
Future payments in respect of CT REIT’s indebtedness as at December 31, 2021 are as follows:
(in thousands of Canadian dollars)
Principal
Amortization
Maturities
Class C LP
Units Debentures 1
Credit
Facilities
Mortgages payable
2022
2023
2024
2025
2026 and thereafter
621
378
391
403
103
9,460
55,700
—
—
—
—
200,000
251,550
7,967
1,000,000
150,000 $
79,300
—
—
200,000
725,000
—
—
—
—
Total
239,381
56,078
200,391
451,953
1,733,070
Total contractual obligation
$
1,896 $
73,127 $
1,451,550 $
1,075,000 $
79,300 $
2,680,873
Unamortized portion of mark to market
on mortgages payable assumed on the
acquisition of properties
Unamortized transaction costs
1 Refer to section 7.8.
—
—
579
(53)
—
—
—
(3,538)
—
—
579
(3,591)
$
1,896 $
73,653 $
1,451,550 $
1,071,462 $
79,300 $
2,677,861
Interest rates on CT REIT’s indebtedness range from 1.84% to 5.00%. The maturity dates on the indebtedness range from
June 2022 to May 2038.
Total indebtedness as at December 31, 2021 had a weighted average interest rate of 3.84% and a weighted average term to
maturity of 6.8 years, excluding the Credit Facilities.
26 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
As at December 31, 2021, variable rate and fixed rate indebtedness were $135,000 and $2,542,861, respectively.
As at
Variable rate indebtedness
Total indebtedness
Variable rate indebtedness / total indebtedness
December 31, 2021
December 31, 2020
$
135,000
$
118,900
2,677,861
2,652,341
5.04 %
4.48 %
CT REIT’s variable rate debt-to-total indebtedness ratio as at December 31, 2021 increased as compared to December 31,
2020 primarily due to increased draws on the CTC Credit Facility, partially offset by the assumption of a fixed rate mortgage in
connection with a property acquisition in Q4 2021.
The following table presents the contractual obligations of CT REIT:
Class C LP Units 1
Debentures 2
Future payments on Class C LP
Units 1
Future interest on debentures
Credit Facilities
Future undiscounted lease liabilities
payments
Mortgages payable
Future payment other liabilities 4
Distributions payable 3
Payable on Class C LP Units, net of
loans receivable
Future interest payments on
mortgages payable
Interest on CTC Credit Facility
Total
Total
2022
2023
2024
2025
2026
2027 and
thereafter
$ 1,451,550 $
— $
— $
200,000 $
251,550
— $ 1,000,000
1,075,000
150,000
—
—
200,000
200,000
525,000
616,537
168,207
79,300
172,910
75,023
40,665
16,309
63,962
33,128
79,300
4,520
10,081
35,168
16,309
5,330
5,330
2,871
131
1,742
131
63,962
30,989
—
4,480
56,078
5,497
—
—
517
—
58,712
30,989
—
4,490
391
—
—
—
280
—
51,484
27,462
—
4,619
403
—
—
—
267
—
49,000
329,417
20,646
24,993
—
4,745
8,070
—
—
—
65
—
—
150,056
—
—
—
—
—
—
$ 3,703,833 $
399,671 $
161,523 $
294,862 $
535,785 $
282,526 $ 2,029,466
1 Assumes redemption on Current Fixed Rate Period for each series.
2 Refer to section 7.8.
3 On Units and Class B LP Units.
4 Supplementary financial measure. Refer to section 11.3 for further information.
The table below presents CT REIT’s interest in investment properties at fair value that are available to it to finance and/or
refinance its debt as at December 31, 2021:
(in thousands of Canadian dollars)
Number of
properties
Fair value of
investment
properties
Percentage of
total assets
Mortgages
payable
Loan to value
ratio 1
Unencumbered investment properties
365 $
6,326,162
97.3 % $
Encumbered investment properties
3
162,838
2.5 %
Total investment properties
368 $
6,489,000
99.8 % $
—
75,549
75,549
—
46.4 %
1.2 %
1 Supplementary financial measure. Refer to section 11.3 for further information.
CT REIT 2021 ANNUAL REPORT 27
MANAGEMENT'S DISCUSSION AND ANALYSIS
The table below presents CT REIT’s secured debt as a percentage of total indebtedness:
(in thousands of Canadian dollars)
As at
Secured debt
Total indebtedness
Secured debt / total indebtedness
December 31, 2021
December 31, 2020
$
75,549
$
2,677,861
2.82 %
65,956
2,652,341
2.49 %
CT REIT’s secured debt to total indebtedness ratio as at December 31, 2021 increased as compared to December 31, 2020,
primarily due to the assumption of a mortgage in connection with a property acquisition in Q4 2021.
Indebtedness to EBITFV ratios are used to measure an entity's ability to meet its debt obligations. Generally, the lower the
ratio, the less an entity is leveraged which increases its ability to pay off its debts.
The table below presents CT REIT’s indebtedness to EBITFV ratio:
(in thousands of Canadian dollars)
As at
Total indebtedness
EBITFV 1
Total indebtedness / EBITFV 2
1 Non-GAAP financial measure. Refer to section 11.1 for further information.
2 Non-GAAP ratio. Refer to section 11.2 for further information.
December 31, 2021
December 31, 2020
$
$
2,677,861 $
393,557
6.80
2,652,341
378,814
7.00
CT REIT’s indebtedness to EBITFV ratio as at December 31, 2021 decreased as compared to the indebtedness to EBITFV
ratio at December 31, 2020 primarily due to the growth of EBITFV exceeding the growth of total indebtedness.
7.5 Interest Coverage Ratio
Interest coverage ratios are used to measure an entity’s ability to service its debt. Generally, the higher the ratio is, the lower
the risk of default on debt. The ratio is calculated as follows:
(in thousands of Canadian dollars)
For the periods ended December 31,
EBITFV 1 (A)
Interest expense and other financing charges (B)
Interest coverage ratio 2 (A)/(B)
1 Non-GAAP financial measure. Refer to section 11.1 for further information.
2 Non-GAAP ratio. Refer to section 11.2 for further information.
Three Months Ended
Year Ended
$
$
2021
98,322 $
26,431 $
3.72
2020
2021
95,416 $
393,557 $
27,251 $
105,720 $
3.50
3.72
2020
378,814
108,043
3.51
The increase in the interest coverage ratio for the three months ended December 31, 2021, as compared to the same period in
2020 is primarily due to the growth of EBITFV as well as a decrease in interest and financing charges.
The increase in interest coverage ratio for the year ended December 31, 2021, as compared to the same period in 2020 is
primarily due to the growth of EBITFV as well as a decrease in interest and financing charges.
28 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
7.6 Indebtedness Ratio
CT REIT has adopted an indebtedness ratio guideline which management uses as a measure to evaluate its leverage and the
strength of its equity position, expressed as a percentage of total assets. This ratio can help investors determine the REIT’s
risk levels. CT REIT’s Declaration of Trust and the Trust Indenture limit its indebtedness (plus the aggregate par value of the
Class C LP Units) to a maximum of 60% of the gross book value, excluding convertible debentures, and 65% including
convertible debentures. Gross book value is defined as total assets as reported on the latest consolidated balance sheets.
CT REIT calculates its indebtedness ratio as follows:
(in thousands of Canadian dollars)
As at
Total indebtedness 1 (A)
Total assets (B)
Indebtedness ratio (A)/(B)
December 31, 2021
December 31, 2020
$
$
2,677,861
6,500,102
$
$
2,652,341
6,176,142
41.2 %
42.9 %
1 Total indebtedness reflects the value of the Class C LP Units, mortgages payable, debentures and draws on the Credit Facilities.
The indebtedness ratio as at December 31, 2021 decreased compared to the indebtedness ratio as at December 31, 2020
primarily due to the growth from fair value adjustments made to its Properties and the REIT’s 2021 acquisition, intensification
and development activities exceeding the growth of total indebtedness.
7.7 Class C LP Units
As at December 31, 2021, there were 1,451,550 Class C LP Units outstanding, all of which were held by CTC. The Class C LP
Units are designed to provide CTC with an interest in the Partnership that entitles holders to a fixed cumulative monthly
payment, during the fixed rate period for each series of Class C LP Units (the “Current Fixed Rate Period”). Such payments
are made in priority to distributions made to holders of Class B LP Units and units representing an interest in the GP (subject
to certain exceptions) if, as and when declared by the Board of Directors of the GP and are payable monthly at an annual
distribution rate for each series as set out in the table below. In addition, the Class C LP Units are entitled to receive Special
Voting Units, in certain limited circumstances. Refer to section 8.0 for further details.
On expiry of the Current Fixed Rate Period applicable to each series of Class C LP Units, and each five-year period
thereafter, each such series of Class C LP Units is redeemable at par (together with all accrued and unpaid payments
thereon) at the option of the Partnership or the holder, upon giving at least 120 days’ prior notice. The Partnership also has
the ability to settle any of the Class C LP Units at any time at a price equal to the greater of par and a price to provide a yield
equal to the then equivalent Government of Canada bond yield plus a spread, so long as such redemption is in connection
with a sale of properties.
During the five-year period beginning immediately following the completion of the initial fixed rate period, and each five-year
period thereafter, if not redeemed, the fixed payment rate for Class C LP Units will be reset, and the holders of Class C LP
Units will be entitled, subject to certain conditions, to elect either a fixed rate or variable rate option.
Such redemptions of Class C LP Units (other than upon a change of control of CT REIT) can be settled at the option of the
Partnership, in cash or Class B LP Units of equal value.
CT REIT 2021 ANNUAL REPORT 29
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following table presents the details of the Class C LP Units:
Series of Class C LP Units
Subscription
price
Annual
distribution rate
during Current
Fixed Rate Period
Expiry of Current Fixed Rate
Period
% of Total Class C
LP Units
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
Series 16
Series 17
Series 18
Series 19
$
200,000
200,000
200,000
200,000
200,000
200,000
200,000
16,550
18,500
4,900
11,600
Total / weighted average
$
1,451,550
2.37 %
4.50 %
4.50 %
5.00 %
5.00 %
5.00 %
5.00 %
2.37 %
2.37 %
2.37 %
2.37 %
4.41 %
May 31, 2025 (3.4 years)
May 31, 2024 (2.4 years)
May 31, 2028 (6.4 years)
May 31, 2031 (9.4 years)
May 31, 2034 (12.4 years)
May 31, 2035 (13.4 years)
May 31, 2038 (16.4 years)
May 31, 2025 (3.4 years)
May 31, 2025 (3.4 years)
May 31, 2025 (3.4 years)
May 31, 2025 (3.4 years)
8.9 years
13.78 %
13.78 %
13.78 %
13.78 %
13.78 %
13.78 %
13.78 %
1.14 %
1.27 %
0.34 %
0.79 %
100.0 %
7.8 Debentures
Series
A, 2.85%, June 9, 2022
B, 3.53%, June 9, 2025
C, 2.16%, June 1, 2021
D, 3.29%, June 1, 2026
E, 3.47%, June 16, 2027
F, 3.87%, December 7, 2027
G, 2.37%, January 6, 2031
Total
Current
Non-current
Total
December 31, 2021
December 31, 2020
Face value
Carrying
amount
Face value
Carrying
amount
$
150,000 $
149,934 $
150,000 $
149,777
200,000
199,416
—
200,000
175,000
200,000
150,000
—
199,401
174,372
199,213
149,126
200,000
150,000
200,000
175,000
200,000
—
199,255
150,000
199,266
174,257
199,080
—
$
$
$
$
1,075,000 $
1,071,462 $
1,075,000 $
1,071,635
150,000 $
149,934 $
150,000 $
150,000
925,000 $
921,528 $
925,000 $
921,635
1,075,000 $
1,071,462 $
1,075,000 $
1,071,635
Debentures as at December 31, 2021 had a weighted average interest rate of 3.28% (December 31, 2020 - 3.25%).
On January 6, 2021, CT REIT completed the issuance of $150,000 of Series G unsecured debentures with a ten-year term
and a coupon of 2.371% per annum. On January 10, 2021, the net proceeds, along with cash on hand, were used to redeem
the Series C senior unsecured debentures in the aggregate principal amount of $150,000 with a coupon of 2.159% due June
1, 2021.
On February 3, 2022, CT REIT completed the issuance of $250,000 of Series H unsecured debentures with a seven-year term
and a coupon of 3.029% per annum. On February 11, 2022, the net proceeds were used to redeem the Series A senior
30 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
unsecured debentures in the aggregate principal amount of $150,000 with a coupon of 2.852% due June 9, 2022. The
remaining net proceeds were used to repay amounts outstanding on the CTC Credit Facility and for general business
purposes.
For the three months and year ended December 31, 2021, amortization of transaction costs of $201 (Q4 2020 - $291) and
$798 (YTD 2020 - $940) was included in net interest and other financing charges on the consolidated statement of income and
comprehensive income. Refer to Note 16 of the consolidated financial statements.
The debentures are rated “BBB” by S&P and “BBB” by DBRS Morningstar. The debentures are direct senior unsecured
obligations of CT REIT. Refer to section 7.3 for further details.
7.9 Mortgages Payable
Mortgages payable, secured by certain investment properties, include the following:
(in thousands of Canadian dollars)
As at
Current
Non-current
Total
December 31, 2021
December 31, 2020
Face value
Carrying
amount 1
Face value
$
$
10,081 $
10,233 $
420 $
64,942
65,316
65,415
75,023 $
75,549 $
65,835 $
Carrying
amount
514
65,442
65,956
1 Includes the fair value of the $10,146 mortgage assumed in connection with a Property acquisition.
Mortgages payable as at December 31, 2021 had a weighted average interest rate of 2.36% (December 31, 2020 – 2.27%).
7.10 Credit Facilities
Bank Credit Facility
CT REIT has a committed, unsecured $300,000 revolving credit facility with a syndicate of major Canadian banks (“Bank
Credit Facility”) expiring in September 2026. The Bank Credit Facility bears interest at a rate based on the banks’ prime rate of
interest or bankers’ acceptances plus a margin. A standby fee is charged on the Bank Credit Facility.
As at December 31, 2021 the Bank Credit Facility had no amounts (December 31, 2020 - nil) drawn under the revolving credit
facility, and $5,817 (December 31, 2020 – $5,564) of outstanding letters of credit.
CTC Credit Facility
CT REIT has an uncommitted, unsecured $300,000 revolving credit facility with CTC (“CTC Credit Facility”) expiring in
December 2022. The CTC Credit Facility bears interest at a rate based on the bank’s prime rate of interest or bankers’
acceptances plus a margin.
As at December 31, 2021, $79,300 of borrowings were drawn on the CTC Credit Facility (December 31, 2020 – $63,200). As
at December 31, 2021, borrowings under the CTC Credit Facility had an interest rate of 2.61% (December 31, 2020 – 2.45%).
CT REIT 2021 ANNUAL REPORT 31
MANAGEMENT'S DISCUSSION AND ANALYSIS
The Bank Credit Facility and the CTC Credit Facility are collectively referred to as the “Credit Facilities”.
The table below summarizes the details of the Credit Facilities as at December 31, 2021:
(in thousands of Canadian dollars)
Bank Credit Facility
CTC Credit Facility
1Uncommitted facility subject to CTC discretion.
Maximum draw
amount Cash advances
Letters of
credit
Available to be
drawn
$
$
300,000 $
— $
5,817 $
294,183
300,000 $
79,300 $
— $
— 1
The following section contains forward-looking information and readers are cautioned that actual results may vary.
7.11 Capital Strategy
Management expects the REIT’s future debt will be in the form of:
•
•
•
•
Class C LP Units (treated as debt for accounting purposes);
funds drawn on the Credit Facilities;
unsecured public debt; and
secured debt.
Management’s objectives are to access an optimal cost of capital with the most flexible terms, to have a maturity/redemption
schedule (for fixed term obligations) spread over a time horizon so as to manage refinancing risk and to be in a position to
finance acquisition and development opportunities when they become available. The Declaration of Trust and the Trust
Indenture limit the REIT’s overall indebtedness ratio to 60% of total aggregate assets, excluding convertible debentures, and
65% including convertible debentures.
As at December 31, 2021, CT REIT’s indebtedness ratio was 41.2%. Refer to section 7.6 of this MD&A for the definition and
calculation of CT REIT’s indebtedness ratio.
As at December 31, 2021, CT REIT was in compliance with the financial covenants contained in the Declaration of Trust, the
Trust Indenture and the Credit Facilities.
For the three months ended December 31, 2021, CT REIT’s interest coverage ratio was 3.72 times. Refer to section 7.5 of this
MD&A for the definition and calculation of CT REIT’s interest coverage ratio.
Assuming a future economic environment that is stable, management does not foresee any material impediments to
refinancing future debt maturities.
32 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following section contains forward-looking information and readers are cautioned that actual results may vary.
7.12 Commitments and Contingencies
As at December 31, 2021, CT REIT had obligations of $273,915 (December 31, 2020 - $132,715) in future payments for the
completion of developments, as described in section 5.6 of this MD&A. Included in the commitment is $219,147 due to CTC.
CT REIT has sufficient liquidity to fund these future commitments as a result of (i) its conservative use of leverage on the
balance sheet; (ii) liquidity on hand; (iii) its Credit Facilities; (iv) an investment grade credit rating; (v) unencumbered assets;
and (vi) sufficient operating cash flow retained in the business.
7.13 Base Shelf Prospectus
Under CT REIT’s short form base shelf prospectus, it may raise up to $2.0 billion of debt and/or equity (including the sale of
Units by CTC) over the 25-month period ending June 4, 2023.
8.0 EQUITY
8.1 Authorized Capital and Outstanding Units
CT REIT is authorized to issue an unlimited number of Units. As at December 31, 2021, CT REIT had a total of 106,304,288
Units outstanding, 33,989,508 of which were held by CTC, and 126,880,857 Class B LP Units outstanding (together with a
corresponding number of Special Voting Units, as hereinafter defined), all of which were held by CTC.
Class B LP Units are economically equivalent to Units, are accompanied by a special voting unit (“Special Voting Unit”) and
are exchangeable at the option of the holder for Units (subject to certain conditions). Holders of the Class B LP Units are
entitled to receive distributions when declared by the Partnership equal to the per Unit amount of distributions payable on the
Units. However, Class B LP Units have limited voting rights over the Partnership.
The following tables summarize the total number of Units issued:
Total outstanding at beginning of year
Units issued 1
Total outstanding at end of period
1 1,162,913 issued pursuant to the REIT’s distribution reinvestment plan.
Total outstanding at beginning of year
Units issued 1
Total outstanding at end of year
1 1,176,006 issued pursuant to the REIT’s distribution reinvestment plan.
As at December 31, 2021
Units
Class B LP
Units
Total
105,103,391
125,866,203
230,969,594
1,200,897
1,014,654
2,215,551
106,304,288
126,880,857
233,185,145
As at December 31, 2020
Units Class B LP Units
Total
103,927,385
124,289,491
228,216,876
1,176,006
1,576,712
2,752,718
105,103,391
125,866,203
230,969,594
CT REIT 2021 ANNUAL REPORT 33
MANAGEMENT'S DISCUSSION AND ANALYSIS
Each Unit is transferable and represents an equal, undivided beneficial interest in the REIT and in any distributions from the
REIT. Each Unit entitles the holder to one vote at all meetings of Unitholders.
Special Voting Units are only issued in tandem with Class B LP Units or in limited circumstances to holders of the Class C LP
Units and are not transferable separately from the Class B LP Units or Class C LP Units to which they relate. Each Special
Voting Unit entitles the holder thereof to one vote at all meetings of Unitholders or with respect to any written resolution of
Unitholders. Except for the right to attend meetings and vote on resolutions, Special Voting Units do not confer upon the
holders thereof any other rights.
Net income attributable to Unitholders and weighted average Units outstanding used in determining basic and diluted net
income per unit are calculated as follows:
(in thousands of Canadian dollars, except unit amounts)
For the Year ended December 31, 2021
Units
Class B LP
Units
Total
Net income attributable to Unitholders - basic
$
208,169 $
248,690 $
456,859
Income effect of settling Class C LP Units with Class B LP Units
Net income attributable to Unitholders - diluted
63,962
$
520,821
Weighted average Units outstanding - basic
105,714,887
126,311,774
232,026,661
Dilutive effect of other unit plans
Dilutive effect of settling Class C LP Units with Class B LP Units
Weighted average number of units outstanding - diluted
298,145
86,182,413
318,507,219
For the Year ended December 31, 2020
(in thousands of Canadian dollars, except unit amounts)
Units Class B LP Units
Total
Net income attributable to Unitholders - basic
$
83,694 $
99,611 $
183,305
Income effect of settling Class C LP Units with Class B LP Units
Net income attributable to Unitholders - diluted
Weighted average units outstanding - basic
Dilutive effect of other unit plans
Dilutive effect of settling Class C LP Units with Class B LP Units
Weighted average number of Units outstanding - diluted
65,736
$
249,041
104,524,871
124,409,130
228,934,001
265,900
93,374,550
322,574,451
34 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
8.2 Equity
(in thousands of Canadian dollars)
As at
Equity - beginning of period, as previously reported
Net income and comprehensive income for the period
Issuance of Class B LP Units, net of issue costs
Distributions to non-controlling interests
Distributions to Unitholders
Issuance of Units under Distribution Reinvestment Plan and other
December 31, 2021
December 31, 2020
$
3,375,870 $
3,334,105
456,859
17,248
(104,175)
(87,176)
19,523
183,305
24,101
(98,857)
(83,022)
16,238
Equity - end of the period
$
3,678,149 $
3,375,870
The following section contains forward-looking information and readers are cautioned that actual results may vary.
8.3 Distributions
CT REIT’s primary business goal is to accumulate a portfolio of high-quality real estate assets and deliver the benefits of such
real estate ownership to Unitholders. The primary benefit to Unitholders is expected to be reliable, durable and growing
distributions over time.
In determining the amount of the monthly distributions paid to Unitholders, the Board applies discretionary judgment to
forward-looking cash flow information, such as forecasts and budgets, in addition to many other factors including provisions in
the Declaration of Trust, the macro-economic and industry-specific environment, debt maturities, covenants and taxable
income.
The Board regularly reviews CT REIT’s rate of distributions to ensure an appropriate level of distributions. The Board has
discretion over the determination of monthly and annual distributions.
On December 15, 2021, CT REIT’s Board declared a distribution of $0.06994 per unit payable on January 17, 2022 to holders
of Units and Class B LP Units of record on December 31, 2021.
On January 14, 2022, CT REIT’s Board declared a distribution of $0.06994 per unit payable on February 15, 2022 to holders
of Units and Class B LP Units of record on January 31, 2022.
CT REIT 2021 ANNUAL REPORT 35
MANAGEMENT'S DISCUSSION AND ANALYSIS
One of CT REIT’s objectives is to grow monthly distributions. The distribution payments and increases since December 31,
2014 are as follows:
2021 5
2020 3, 4
2019
2018
2017
2016
2015
2014
Average
monthly
distribution per
Unit 1, 2
% increase
Annualized
average
monthly
distribution
per Unit
Annualized
distribution
increase
per Unit
$
$
$
$
$
$
$
$
0.06844
0.06606
0.06310
0.06067
0.05833
0.05667
0.05525
0.05417
3.6 % $
4.7 % $
4.0 % $
4.0 % $
2.9 % $
2.6 % $
2.0 % $
—
$
0.821 $
0.793 $
0.757 $
0.728 $
0.700 $
0.680 $
0.663 $
0.650 $
0.0280
0.0360
0.0290
0.0280
0.0200
0.0170
0.0130
—
1 The Board has discretion over the determination of monthly and annual distributions.
2 Any increase in monthly distributions has been payable starting each January, except in 2020 when two increases were made and in 2021 when the increase was made payable starting
in July.
3 4.0% increase, payable in January 2020.
4 2.0% increase, payable in September 2020.
5 4.5% increase, payable in July 2021.
Net income prepared in accordance with IFRS recognizes certain revenues and expenses at time intervals that do not match
the receipt or payment of cash. Therefore, in applying judgment, consideration is given to AFFO (a non-GAAP measure of
recurring economic earnings used to assess distribution capacity, refer to section 11.0) and other factors when establishing
distributions to Unitholders.
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
2021
2020
Distributions before distribution reinvestment - paid
Distribution reinvestment
Distributions net of distribution reinvestment - paid
Distributions per Unit - paid
$
$
$
48,860 $
46,089 $
190,502 $
181,394
4,805
4,203
18,895
16,245
44,055 $
41,886 $
171,607 $
165,151
0.210 $
0.201 $
0.822 $
0.793
Distributions for the three months and year ended December 31, 2021 are higher than the same period in the prior year due to
the increases in the annual rates of distributions which became effective with the monthly distributions paid in September 2020
and July 2021.
CT REIT’s distributions for the three months and year ended December 31, 2021 are less than the REIT’s cash generated
from operating activities, cash generated from operating activities reduced by net interest and other financing charges, and
AFFO, a non-GAAP financial measure, which is an indicator of CT REIT’s distribution capacity.
36 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
2021
2020
AFFO 1
Distributions before distribution reinvestment - paid
Excess of AFFO over distributions paid (A) 1
Weighted average units outstanding - diluted (non-GAAP) (B) 2
Excess of AFFO over distributions paid per unit (A)/(B) 2
1 Non-GAAP financial measure. Refer to section 11.1 for further information.
2 Non-GAAP ratio. Refer to section 11.2 for further information.
8.4 Book Value Per Unit
$
$
$
64,124 $
59,796 $
256,504 $
236,457
48,860
46,089
190,502
181,394
15,264 $
13,707 $
66,002 $
55,063
233,233,571
229,996,707
232,324,806
229,199,901
0.065 $
0.060 $
0.284 $
0.240
Book value per unit represents total equity from the consolidated balance sheets divided by the sum of the period end Units
and Class B LP Units outstanding. It is an indication of the residual book value available to Unitholders. As well, book value
per unit is compared to the REIT’s Unit trading price in order to measure a premium or discount.
(in thousands of Canadian dollars, except for per unit amounts)
As at
Total equity (A)
Period-end Units and Class B LP Units outstanding (B)
Book value per unit (A)/(B)
December 31, 2021
December 31, 2020
$
$
3,678,149 $
3,375,870
233,185,145
230,969,594
15.77 $
14.62
CT REIT’s book value per unit as at December 31, 2021 increased from the book value per unit as at December 31, 2020
primarily due to net income exceeding distributions.
9.0 RELATED PARTY TRANSACTIONS
On December 31, 2021, CT REIT’s controlling Unitholder, CTC, held a 69.0% effective interest in the REIT, through the
ownership of 33,989,508 Units and all of the issued and outstanding Class B LP Units. CTC also owns all of the Class C LP
Units. Refer to section 7.7 of this MD&A for additional information on Class C LP Units.
In addition to its ownership interest, CTC is CT REIT’s most significant tenant representing approximately 91.5% of the total
annualized base minimum rent earned by CT REIT and 92.1% of total GLA as at December 31, 2021.
In the normal course of its operations, CT REIT enters into various transactions with related parties that have been valued at
amounts agreed to between the parties and recognized in the consolidated financial statements. Investment property
transactions with CTC amounted to $90,247 (2020 - 149,226) for the year ended December 31, 2021. Refer to Note 5 to the
consolidated financial statements for additional information.
CT REIT entered into the CTC Credit Facility in December 2019. Refer to section 7.10 of this MD&A for additional information.
CT REIT 2021 ANNUAL REPORT 37
MANAGEMENT'S DISCUSSION AND ANALYSIS
CT REIT’s policy is to conduct all transactions and settle all balances, with related parties, on market terms and conditions.
Pursuant to the Declaration of Trust, all related party transactions are subject to the approval of the independent trustees of
the Board.
CT REIT and CTC are parties to a number of commercial agreements which govern the relationships among such parties,
including the Services Agreement and the Property Management Agreement described below.
Services Agreement
Under the Services Agreement, CTC provides the REIT with certain administrative, information technology, internal audit and
other support services as may be reasonably required from time to time (the “Services”). CTC provides these Services to the
REIT on a cost recovery basis pursuant to which CT REIT reimburses CTC for all costs and expenses incurred by CTC in
connection with providing the Services, plus applicable taxes. The Services Agreement is automatically renewable for one
year terms, unless otherwise terminated in accordance with its terms. The Services Agreement was automatically renewed
for 2021 and CTC will continue to provide such Services on a cost recovery basis.
Property Management Agreement
Under the Property Management Agreement, CTC provides the REIT with certain property management services (the
‘‘Property Management Services’’). CTC provides these Property Management Services to the REIT on a cost recovery basis
pursuant to which the REIT reimburses CTC for all costs and expenses incurred by CTC in connection with providing the
Property Management Services, plus applicable taxes. The Property Management Agreement is automatically renewable for
one year terms, unless otherwise terminated in accordance with its terms. The Property Management Agreement was
automatically renewed for 2021 and CTC will continue to provide such Property Management Services on a cost recovery
basis.
CTC Credit Facility
CT REIT entered into the CTC Credit Facility made as of December 18, 2019 which is automatically renewed for one year
terms, unless otherwise terminated in accordance with its terms. The CTC Credit Facility was renewed in December 2021 and
expires on December 31, 2022. The CTC Credit Facility bears interest at a rate based on the bank’s prime rate of interest or
bankers’ acceptances, plus a margin.
Refer to CT REIT’s 2020 AIF available on SEDAR at www.sedar.com and on CT REIT’s website at www.ctreit.com under the
tab “Investors” in the Financial Reporting section for additional information on related party agreements and arrangements with
CTC.
38 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following table summarizes CT REIT’s related party transactions for the period ended December 31, 2021, excluding
acquisition, intensification and development activities which are contained in section 5.0:
(in thousands of Canadian dollars)
For the periods ended December 31,
Rental revenue
Property Management and Services Agreement expense
Distributions on Units
Distributions on Class B LP Units 1
Interest expense on Class C LP Units
Interest expense on the CTC Credit Facility
1 Includes distributions deferred at the election of the holders of the Class B LP Units.
The net balance due to CTC is comprised of the following:
(in thousands of Canadian dollars)
As at
Tenant and other receivables
Class C LP Units
Amounts payable on Class C LP Units
Loans receivable in respect of payments on Class C LP Units
Other liabilities
Distributions payable on Units and Class B LP Units 1
Loans receivable in respect of distributions on Class B LP Units
CTC Credit Facility 2
Net balance due to CTC
1Includes distributions deferred at the election of the holders of the Class B LP Units.
2 See section 7.10 for details on the CTC Credit Facility.
Year Ended
2021
2020
461,135 $
448,629
1,680 $
28,016 $
104,175 $
63,962 $
386 $
1,755
26,988
98,857
65,736
72
$
$
$
$
$
$
December 31, 2021
December 31, 2020
$
299 $
(1,549)
1,451,550
1,451,550
63,962
(58,631)
3,527
34,149
(22,898)
79,300
65,228
(59,898)
29,467
31,343
(20,643)
63,200
$
1,551,258 $
1,558,698
10.0 ACCOUNTING POLICIES AND ESTIMATES
10.1 Significant Areas of Estimation
The preparation of the consolidated financial statements requires management to apply judgments, and to make estimates
and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Estimates are based upon
historical experience and on various other assumptions that are reasonable under the circumstances. The result of ongoing
evaluation of these estimates forms the basis for applying judgment with regards to the carrying values of assets and liabilities
and the reported amounts of revenues and expenses. Actual results may differ from estimates. CT REIT’s critical judgments
and estimates in applying significant accounting policies are described in Note 2 of the consolidated financial statements, the
most significant of which is the fair value of investment properties.
Fair Value of Investment Properties
To determine fair value, CT REIT uses the income approach. Fair value is estimated by capitalizing the cash flows that the
property can reasonably be expected to produce over its remaining economic life. Properties Under Development are recorded
at cost and are adjusted to fair value at each balance sheet date with the fair value adjustment recognized in earnings.
CT REIT 2021 ANNUAL REPORT 39
MANAGEMENT'S DISCUSSION AND ANALYSIS
10.2 Standards, Amendments and Interpretations Issued but Not Yet Adopted
The following amendments have been issued, but are only effective for annual reporting periods beginning on or after January
1, 2023 and, accordingly, have not been applied in preparing these financial statements.
Improving accounting policy disclosures and clarifying distinction between accounting policies and accounting
estimates (Amendments to IAS 1 and IAS 8)
In February 2021, the International Accounting Standards Board (“IASB”) issued narrow-scope amendments to IAS 1
Presentation of Financial Statements, IFRS Practice Statement 2 Making Materiality Judgements and IAS 8 Accounting
Policies, Changes in Accounting Estimates and Errors.
The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their
significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the concept
of materiality to accounting policy disclosures.
Amendments to IAS 8 clarify how companies should distinguish changes in accounting policies from changes in accounting
estimates. That distinction is important because changes in accounting estimates are applied prospectively only to future
transactions and other future events, whereas changes in accounting policies are generally applied retrospectively to past
transactions and other past events.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application is
permitted. CT REIT is assessing the potential impact of these amendments.
11.0 SPECIFIED FINANCIAL MEASURES
CT REIT uses specified financial measures as defined by the Canadian Securities Administrators (“CSA”)’s National
Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure issued on August 25, 2021. CT REIT believes these
specified financial measures provide useful information to both management and investors in measuring the financial
performance of CT REIT and its ability to meet its principal objective of creating Unitholder value over the long-term, by
generating reliable, durable and growing monthly cash distributions on a tax-efficient basis.
These specified financial measures include non-GAAP financial measures and non-GAAP ratios which do not have a
standardized meaning prescribed by GAAP and therefore they may not be comparable to similarly titled measures and ratios
presented by other publicly traded entities and should not be construed as an alternative to other financial measures
determined in accordance with GAAP.
40 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.1 Non-GAAP Financial Measures
Non-GAAP financial measures are not standardized financial measures under the IFRS financial reporting framework used to
prepare the REIT’s financial statements to which the measure relates. As such, non-GAAP financial measures may not be
comparable to similar financial measures disclosed by other public entities.
Certain non-GAAP financial measures for the real estate industry have been defined by the Real Property Association of
Canada (“REALPAC”) under its publications, “REALPAC Funds From Operations & Adjusted Funds From Operations for
IFRS” (“REALPAC FFO & AFFO”) and “REALPAC Adjusted Cashflow from Operations for IFRS” (“REALPAC ACFO”). The
purpose of the publications is to provide guidance on the definition of certain non-GAAP financial measures to promote
consistent disclosure amongst reporting issuers.
Management has identified the following non-GAAP financial measures in this MD&A:
•
•
•
•
•
•
•
•
•
•
•
•
Net Operating Income (“NOI”)
Same store NOI
Same property NOI
Intensifications NOI
Acquisitions, developments, dispositions NOI
Funds from Operations (“FFO”)
Adjusted Funds from Operations (“AFFO”)
Capital expenditure reserve
Adjusted Cash Flow from Operations (“ACFO”)
Earnings Before Interest, Taxes and Fair Value (“EBITFV”)
Excess of AFFO over distributions paid
Non-operating adjustments to working capital
11.1 (a) Net Operating Income
NOI is a non-GAAP financial measure defined as property revenue less property expense, adjusted for straight-line rent. The
most directly comparable primary financial statement measure is property revenue. Management believes that NOI is a useful
key indicator of performance as it represents a measure of property operations over which management has control. NOI is
also a key input in determining the fair value of the portfolio of Properties. NOI should not be considered as an alternative to
property revenue or net income and comprehensive income, both of which are determined in accordance with IFRS.
(in thousands of Canadian dollars)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020 Change
2021
2020 Change
Property revenue
Less:
Property expense
$
129,537 $
126,833
2.1 % $
514,537 $
502,348
2.4 %
(27,054)
(27,748)
(2.5) %
(107,290)
(110,768)
(3.1) %
Property straight-line rent revenue
(1,552)
(2,212)
(29.8) %
(6,168)
(10,014)
(38.4) %
Net operating income
$
100,931 $
96,873
4.2 % $
401,079 $
381,566
5.1 %
CT REIT 2021 ANNUAL REPORT 41
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.1 (b) Same Store NOI
Same store NOI is a non-GAAP financial measure which reports the period-over-period performance of the same asset base
having consistent GLA in both periods. CT REIT management believes same store NOI is a useful measure to gauge the
change in asset productivity and asset value. The most directly comparable primary financial statement measure is property
revenue. Same store NOI should not be considered as an alternative to property revenue or net income and comprehensive
income, both of which are determined in accordance with IFRS.
11.1 (c) Same Property NOI
Same property NOI is a non-GAAP financial measure that is consistent with the definition of same store NOI above, except
that same property includes the NOI impact of intensifications. Management believes same property NOI is a useful measure
to gauge the change in asset productivity and asset value, as well as measure the additional return earned by incremental
capital investments in existing assets. The most directly comparable primary financial statement measure is property revenue.
Same property NOI should not be considered as an alternative to property revenue or net income and comprehensive income,
both of which are determined in accordance with IFRS.
11.1 (d) Intensifications NOI
Intensifications NOI is a non-GAAP financial measure that is consistent with the definition of NOI above with respect to same
property having increased GLA relative to the comparative period. CT REIT management believes intensifications NOI is a
useful measure to understand the impact of increased GLA on asset productivity and asset value for same property. The most
directly comparable primary financial statement measure is property revenue. Intensifications NOI should not be considered as
an alternative to property revenue or net income and comprehensive income, both of which are determined in accordance with
IFRS.
11.1 (e) Acquisitions, Developments and Dispositions NOI
Acquisitions, developments and dispositions NOI is a non-GAAP financial measure that is consistent with the definition of NOI
above with respect to new property or dispositions of property not included in same property NOI. CT REIT management
believes acquisitions, developments and dispositions NOI is a useful measure to gauge the change in asset productivity and
asset value. The most directly comparable primary financial statement measure is property revenue. Acquisitions,
developments and dispositions NOI should not be considered as an alternative to property revenue or net income and
comprehensive income, both of which are determined in accordance with IFRS.
42 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
The following table summarizes the same store and same property components of NOI:
(in thousands of Canadian dollars)
For the periods ended December 31,
Three Months Ended
Year Ended
2021
2020
Change 1
2021
2020
Change 1
Same store
Intensifications
2021
2020
Same property
Acquisitions, developments and dispositions
2021
2020
Net operating income
Add:
Property expense
$
97,318 $
94,997
2.4 % $ 384,589 $ 374,207
2.8 %
21
85
—
54
— %
21
—
— %
57.4 %
1,777
1,037
71.4 %
$
97,424 $
95,051
2.5 % $ 386,387 $ 375,244
3.0 %
1,496
2,011
848
974
76.4 %
3,606
NM
11,086
2,785
3,537
$ 100,931 $
96,873
4.2 % $ 401,079 $ 381,566
29.5 %
NM
5.1 %
27,054
27,748
(2.5) %
107,290
110,768
(3.1) %
Property straight-line rent revenue
1,552
2,212
(29.8) %
6,168
10,014
(38.4) %
Property Revenue
1 NM - not meaningful.
$ 129,537 $ 126,833
2.1 % $ 514,537 $ 502,348
2.4 %
11.1 (f) Funds From Operations and Adjusted Funds From Operations
The following table reconciles GAAP net income and comprehensive income to FFO and further reconciles FFO to AFFO:
(in thousands of Canadian dollars)
For the periods ended December 31,
Three Months Ended
Year Ended
2021
2020 Change 1
2021
2020 Change 1
Net Income and comprehensive income
$ 125,366 $
14,032
NM $ 456,859 $ 183,305
Fair value adjustment on investment property
(53,254)
53,869
NM
(169,911)
87,359
GP income tax expense
Lease principal payments on right-of-use assets
Fair value adjustment of unit-based compensation
Internal leasing expense
Funds from operations
(465)
(230)
244
274
(568)
(18.1) %
(101)
(27)
(270)
(14.8) %
(1,052)
(822)
28.0 %
832
(70.7) %
254
7.9 %
990
780
134
776
$
71,935 $
68,149
5.6 % $ 287,565 $ 270,725
Property straight-line rent revenue
(1,552)
(2,212)
(29.8) %
(6,168)
(10,014)
(38.4) %
Capital expenditure reserve
(6,259)
(6,141)
1.9 %
(24,893)
(24,254)
2.6 %
Adjusted funds from operations
$
64,124 $
59,796
7.2 % $ 256,504 $ 236,457
8.5 %
1 NM - not meaningful.
Funds From Operations
FFO is a non-GAAP financial measure of operating performance used by the real estate industry, particularly by those publicly
traded entities that own and operate income-producing properties. The most directly comparable primary financial statement
measure is net income and comprehensive income. FFO should not be considered as an alternative to net income or cash
flows provided by operating activities determined in accordance with IFRS. CT REIT calculates its FFO in accordance with
REALPAC FFO & AFFO. The use of FFO, together with the required IFRS presentations, has been included for the purpose of
improving the understanding of the operating results of CT REIT.
CT REIT 2021 ANNUAL REPORT 43
NM
NM
NM
NM
0.5 %
6.2 %
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management believes that FFO is a useful measure of operating performance that, when compared period-over-period,
reflects the impact on operations of trends in occupancy levels, rental rates, operating costs and property taxes, acquisition
activities and interest costs, and provides a perspective of the financial performance that is not immediately apparent from net
income determined in accordance with IFRS.
FFO adds back to net income items that do not arise from operating activities, such as fair value adjustments. FFO, however,
still includes non-cash revenues related to accounting for straight-line rent and makes no deduction for the recurring capital
expenditures necessary to sustain the existing earnings stream.
Adjusted Funds From Operations
AFFO is a non-GAAP financial measure of recurring economic earnings used in the real estate industry to assess an entity’s
distribution capacity. The most directly comparable primary financial statement measure is net income and comprehensive
income. AFFO should not be considered as an alternative to net income or cash flows provided by operating activities
determined in accordance with IFRS. CT REIT calculates its AFFO in accordance with REALPAC FFO & AFFO.
CT REIT calculates AFFO by adjusting FFO for non-cash income and expense items such as amortization of straight-line
rents. AFFO is also adjusted for a reserve for maintaining productive capacity required for sustaining property infrastructure
and revenue from real estate properties and direct leasing costs. As property capital expenditures do not occur evenly during
the fiscal year or from year to year, the capital expenditure reserve in the AFFO calculation, which is used as an input in
assessing the REIT’s distribution payout ratio, is intended to reflect an average annual spending level. The reserve is primarily
based on average expenditures as determined by building condition reports prepared by independent consultants.
Management believes that AFFO is a useful measure of operating performance similar to FFO as described above, adjusted
for the impact of non-cash income and expense items.
44 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.1 (g) Capital Expenditure Reserve
The following table compares and reconciles recoverable capital expenditures during the 2017-2021 period to the capital
expenditure reserve used in the calculation of AFFO:
(in thousands of Canadian dollars)
For the periods indicated
Year ended December 31, 2017
Year ended December 31, 2018
Year ended December 31, 2019
2020
Q1
Q2
Q3
Q4
Year ended December 31, 2020
2021
Q1
Q2
Q3
Q4
Year ended December 31, 2021
Total of 5 years
Capital
expenditure
reserve
Recoverable
capital
expenditures
20,486 $
18,962 $
22,517 $
17,699 $
23,431 $
20,549 $
Variance
1,524
4,818
2,882
6,122 $
2,366 $
5,922
6,069
6,141
1,904
5,876
7,945
24,254 $
18,091 $
6,208 $
1,029 $
6,212
6,214
6,259
15,104
9,916
7,945
24,893 $
33,994 $
115,581 $
109,295 $
3,756
4,018
193
(1,804)
6,163
5,179
(8,892)
(3,702)
(1,686)
(9,101)
6,286
$
$
$
$
$
$
$
$
The capital expenditure reserve is a non-GAAP financial measure and management believes the reserve is a useful measure
to understand the normalized capital expenditures required to maintain property infrastructure. Recoverable capital
expenditures is the most directly comparable measure that is disclosed in the REIT’s primary financial statements. The capital
expenditure reserve should not be considered as an alternative to recoverable capital expenditures which is determined in
accordance with IFRS.
The capital expenditure reserve exceeded recoverable capital expenditures by $6,286 during the period from 2017 through
2021. The capital expenditure reserve per square foot has increased since 2017, which reflects changes in asset mix (primarily
due to an increase in multi-tenanted retail investment properties) and inflation in expected costs. Management expects there
will be periods in the future where recoverable capital expenditures will exceed the capital expenditure reserve. The current
period reserve is based upon unit costs that are anticipated to be realized in work to be completed in the current period.
The capital expenditure reserve varies from the capital expenditures incurred due to the seasonal nature of the expenditures.
As such, CT REIT views the capital expenditure reserve as a meaningful measure. Refer to section 5.11 for additional
information.
11.1 (h) Adjusted Cash Flow from Operations
ACFO is a non-GAAP financial measure developed by REALPAC for use by the real estate industry as a sustainable
economic cash flow metric. ACFO should not be considered as an alternative to cash flows provided by operating activities
CT REIT 2021 ANNUAL REPORT 45
MANAGEMENT'S DISCUSSION AND ANALYSIS
determined in accordance with IFRS. CT REIT calculates its ACFO in accordance with REALPAC ACFO. Management
believes that the use of ACFO, combined with the required IFRS presentations, improves the understanding of the operating
cash flow of CT REIT.
CT REIT calculates ACFO from cash flow generated from operating activities by adjusting for non-operating adjustments to
changes in working capital and other, net interest and other financing charges, capital expenditure reserve, and lease
payments. The most directly comparable GAAP measure in the primary financial statements is Cash Generated from
Operating Activities. A reconciliation from the IFRS term “Cash Generated from Operating Activities” (refer to the Consolidated
Statements of Cash Flows for the year ended December 31, 2021 and December 31, 2020) to ACFO is as follows:
(in thousands of Canadian dollars)
For the periods ended December 31,
Three Months Ended
Year Ended
2021
2020 Change 1
2021
2020 Change 1
Cash generated from operating activities
$ 117,018 $ 93,526
25.1 % $ 407,201 $ 370,766
9.8 %
Non-operating adjustments to changes in working capital and other
(3,256)
225
NM
(3,602)
1,162
NM
Net interest and other financing charges
(26,429)
(27,235)
(3.0) % (105,706)
(107,898)
(2.0) %
Capital expenditure reserve
(6,259)
(6,141)
1.9 % (24,893)
(24,254)
2.6 %
Lease principal payments on right-of-use assets
(230)
(270)
(14.8) %
(1,052)
(822)
28.0 %
Adjusted cashflow from operations
$ 80,844 $ 60,105
34.5 % $ 271,948 $ 238,954
13.8 %
1 NM - not meaningful.
11.1 (i) Earnings Before Interest and Other Financing Costs, Taxes and Fair Value Adjustments
EBITFV is a non-GAAP financial measure of a REIT’s operating cash flow and it is used in addition to IFRS net income
because it excludes major non-cash items (including fair value adjustments), interest expense and other financing costs,
income tax expense, losses or gains on disposition of property, and other non-recurring items that may occur under IFRS that
management considers non-operating in nature. The most directly comparable GAAP measure in the primary financial
statements is net income and comprehensive income. EBITFV should not be considered as an alternative to net income and
comprehensive income or cash flows provided by operating activities determined in accordance with IFRS.
EBITFV is used as an input in some of CT REIT’s debt metrics, providing information with respect to certain financial ratios
that CT REIT uses in measuring its debt profile and assessing its ability to satisfy its obligations, including servicing its debt.
For the three months and year ended December 31, 2021, EBITFV was calculated as follows:
(in thousands of Canadian dollars)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
Change 1
2021
2020
Change 1
Net income and comprehensive income
$
125,366 $
14,032
NM $
456,859 $
183,305
Fair value adjustment on investment properties
(53,254)
53,869
NM
(169,911)
87,359
Fair value adjustment on unit-based awards
244
832
(70.7)
990
134
NM
NM
NM
Interest expense and other financing charges
26,431
27,251
(3.0) %
105,720
108,043
(2.2) %
GP income tax expense
(465)
(568)
(18.1) %
(101)
(27)
NM
EBITFV
1 NM - not meaningful.
46 CT REIT 2021 ANNUAL REPORT
$
98,322 $
95,416
3.0 % $
393,557 $
378,814
3.9 %
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.1 (j) Excess of AFFO over Distributions Paid
Excess of AFFO over distributions paid is a non-GAAP financial measure. Management believes this measure is useful as it is
an indicator of CT REIT’s distribution capacity. Net income and comprehensive income is the most directly comparable
financial measure that is disclosed in the REIT’s primary financial statements. Refer to the table in 11.1 (f) reconciling net
income and comprehensive income to AFFO.
(in thousands of Canadian dollars)
For the periods ended December 31,
AFFO
Distributions before distribution reinvestment - paid
Excess of AFFO over distributions paid
Three Months Ended
Year Ended
2021
2020
2021
2020
$
$
64,124 $
59,796 $
256,504 $
236,457
48,860
46,089
190,502
181,394
15,264 $
13,707 $
66,002 $
55,063
11.1 (k) Non-operating Adjustments to Working Capital
Non-operating adjustments to working capital is a non-GAAP financial measure used in the calculation of ACFO described
above. The most directly comparable primary financial statement measure is changes in working capital and other. This
measure should not be considered as an alternative to changes in working capital and other determined in accordance with
IFRS. CT REIT calculates its non-operating adjustments to working capital in accordance with REALPAC ACFO. Management
believes non-operating adjustments to working capital is a useful improvement to the understanding of the operating cash flow
of CT REIT, by eliminating fluctuations dues to changes in accounts receivable, accounts payable and other working capital
items that are not indicative of sustainable cash available for distribution to unitholders.
(in thousands of Canadian dollars)
For the periods ended December 31,
Changes in working capital and other
Add/(deduct):
Change in tenant and other receivables
Change in other non-current liabilities
Change in other liabilities
Other
Three months ended
Year ended
2021
20,494
2,085
(1,083)
(18,999)
(5,753)
2020
2021
2020
1,170 $
(20,816) $
(2,245)
729
1,088
(405)
(2,357)
1,253
192
16,699
(930)
(1,801)
301
4,925
(18)
Non-operating adjustments to changes in working capital and
other
(3,256)
225 $
(3,602) $
1,162
The composition of non-operating adjustments to working capital is made up of:
(in thousands of Canadian dollars)
For the periods ended December 31,
Other non-current assets
Other current assets
Tenant and other receivables
Other liabilities
Three months ended
Year ended
2021
(4)
(16,837)
(2,419)
16,004
2020
(15) $
(14,188)
(3,880)
18,308
2021
(46) $
(214)
(772)
(2,570)
2020
(21)
31
228
924
Non-operating adjustments to changes in working capital and
other
(3,256)
225 $
(3,602) $
1,162
CT REIT 2021 ANNUAL REPORT 47
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.2 Non-GAAP Ratios
Non-GAAP ratios are not standardized financial measures under the IFRS financial reporting framework used to prepare the
REIT’s financial statements to which the measure relates. As such, non-GAAP ratios may not be comparable to similar
financial measures disclosed by other public entities.
Management has identified the following non-GAAP ratios in this MD&A:
•
•
•
•
•
•
•
•
•
AFFO payout ratio
FFO per unit - basic
FFO per unit - diluted (non-GAAP)
AFFO per unit - basic
AFFO per unit - diluted (non-GAAP)
Excess of AFFO over distributions paid per unit
Total indebtedness to EBITFV
Interest coverage ratio
Adjusted general and administrative expense as a percent of property revenue
11.2 (a) AFFO Payout Ratio
The AFFO payout ratio is a non-GAAP ratio which is a measure of the sustainability of the REIT’s distribution payout.
Management believes this is a useful measure to investors since this metric provides transparency on performance.
Management considers the AFFO payout ratio to be the best measure of the REIT’s distribution capacity. The AFFO payout
ratio is not a standardized financial measure under IFRS and should not be considered as an alternative to other ratios
determined in accordance with IFRS. The component of the AFFO payout ratio which is a non-GAAP financial measure is
AFFO and the composition of the AFFO payout ratio is as follows:
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
Change
2021
2020
Change
Distribution per unit - paid (A)
AFFO per unit - diluted (non-GAAP) 1 (B)
$
$
0.210
0.275
$
$
0.201
0.260
4.5 % $
0.822
5.8 % $
1.104
$
$
0.793
1.032
AFFO payout ratio (A)/(B)
76.4 %
77.3 %
(1.2) %
74.5 %
76.8 %
1 For the purposes of calculating diluted per unit amounts, diluted units include restricted and deferred units issued under various plans and excludes the effects of settling
3.6 %
7.0 %
(3.0) %
the Class C LP Units with Class B LP Units.
11.2 (b) FFO per Unit - Basic, FFO per Unit - Diluted (non-GAAP), AFFO per Unit - Basic and AFFO per Unit - Diluted
(non-GAAP)
FFO per unit - basic, FFO per unit - diluted (non-GAAP), AFFO per unit - basic and AFFO per unit - diluted (non-GAAP) are
non-GAAP ratios and reflect FFO and AFFO on a weighted average per unit basis. Management believes these non-GAAP
ratios are useful measures to investors since the measures indicate the impact of FFO and AFFO respectively in relation to an
individual per unit investment in the REIT. For the purpose of calculating diluted per unit amounts, diluted units include
restricted and deferred units issued under various plans and excludes the effects of settling the Class C LP Units with Class B
LP Units.
48 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
Management believes that FFO per unit ratios are useful measures of operating performance that, when compared period-
over-period, reflects the impact on operations of trends in occupancy levels, rental rates, operating costs and property taxes,
acquisition activities and interest costs, and provides a perspective of the financial performance that is not immediately
apparent from net income per unit determined in accordance with IFRS. Management believes that AFFO per unit ratios are
useful measures of operating performance similar to FFO as described above, adjusted for the impact of non-cash income and
expense items. The FFO per unit and AFFO per unit ratios are not standardized financial measures under IFRS and should
not be considered as an alternative to other ratios determined in accordance with IFRS. The component of the FFO per unit
ratios which is a non-GAAP financial measure is FFO and the component of AFFO per unit ratios which is a non-GAAP
financial measure is AFFO.
The composition of FFO per unit - basic, FFO per unit - diluted (non-GAAP), AFFO per unit - basic and AFFO per unit - diluted
(non-GAAP) is as follows:
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
Change
2021
2020
Change
Funds from operations (A)
$
71,935 $
68,149
5.6 % $ 287,565 $ 270,725
Weighted average units outstanding basic (B)
232,928,800 229,712,658
1.4 % 232,026,661 228,934,001
Funds from operations/unit - basic (A/B)
$
0.309 $
0.297
4.0 % $
1.239 $
1.183
Weighted average units outstanding diluted (non-GAAP) (C)
233,233,571 229,996,707
1.4 % 232,324,806 229,199,901
Funds from operations/unit - diluted (non-GAAP) (A/C)
$
0.308 $
0.296
4.1 % $
1.238 $
1.181
6.2 %
1.4 %
4.7 %
1.4 %
4.8 %
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
2021
2020
Change
2021
2020
Change
Adjusted funds from operations (A)
$
64,124 $
59,796
7.2 % $ 256,504 $ 236,457
Weighted average units outstanding basic (B)
232,928,800 229,712,658
1.4 % 232,026,661 228,934,001
Adjusted funds from operations/unit - basic (A/B)
$0.275
$0.260
5.8 %
$1.105
$1.033
Weighted average units outstanding diluted (non-GAAP) (C)
233,233,571 229,996,707
1.4 % 232,324,806 229,199,901
8.5 %
1.4 %
7.0 %
1.4 %
Adjusted funds from operations/unit - diluted (non-
GAAP) (A/C)
$0.275
$0.260
5.8 %
$1.104
$1.032
7.0 %
Management calculates the weighted average units outstanding - diluted (non-GAAP) by excluding the full conversion of the
Class C LP Units to Class B LP Units which is not considered a likely scenario. As such, the REIT’s fully diluted per unit FFO
and AFFO amounts are calculated excluding the effects of settling the Class C LP Units with Class B LP Units, which
management considers as a more meaningful measure.
The following table reconciles the calculation of the weighted average units outstanding - diluted (non-GAAP) to weighted
average units outstanding - diluted:
CT REIT 2021 ANNUAL REPORT 49
MANAGEMENT'S DISCUSSION AND ANALYSIS
For the periods ended December 31,
2021
2020
2021
2020
Weighted average units outstanding - diluted (non-GAAP)
233,233,571
229,996,707
232,324,806
229,199,901
Dilutive effect of settling Class C LP Units with Class B LP Units
86,182,413
93,374,550
86,182,413
93,374,550
Weighted average number of units outstanding - diluted
319,415,984
323,371,257
318,507,219
322,574,451
Three Months Ended
Year Ended
11.2 (c) Excess of AFFO over Distributions Paid per Unit
Excess of AFFO over distributions paid per unit is a non-GAAP ratio and reflects excess of AFFO over distributions on a
weighted average unit basis. Management believes this non-GAAP ratio is a useful measure to investors since it is an indicator
of CT REIT’s distribution capacity in relation to an individual per unit investment in the REIT. The excess of AFFO over
distributions paid per unit is not a standardized financial measure under IFRS and should not be considered as an alternative
to other ratios determined in accordance with IFRS. The component of the excess of AFFO over distributions paid per unit
which is a non-GAAP financial measure is excess of AFFO over distributions paid. The composition of the excess of AFFO
over distributions paid per unit is as follows:
(in thousands of Canadian dollars, except per unit amounts)
Three Months Ended
Year Ended
For the periods ended December 31,
Excess of AFFO over distributions paid (A)
Weighted average units outstanding - diluted (non-GAAP) (B)
Excess of AFFO over distributions paid per unit (A)/(B)
2021
2020
2021
2020
15,264 $
13,707 $
66,002 $
55,063
233,233,571
229,996,707
232,324,806
229,199,901
0.065 $
0.060 $
0.284 $
0.240
$
$
11.2 (d) Total Indebtedness to EBITFV
Total indebtedness to EBITFV is a non-GAAP ratio. Management believes this non-GAAP ratio is a useful measure to
investors since it provides an understanding of the REIT’s ability to meet its debt obligations in relation to the degree it is
leveraged. Total indebtedness to EBITFV should not be considered as an alternative to other ratios determined in accordance
with IFRS. The component of total indebtedness to EBITFV which is a non-GAAP financial measure is EBITFV.
The composition of this ratio is as follows:
(in thousands of Canadian dollars)
As at
Total indebtedness
EBITFV
Total indebtedness / EBITFV
11.2 (e) Interest Coverage Ratio
December 31, 2021
December 31, 2020
$
$
2,677,861 $
393,557
6.80
2,652,341
378,814
7.00
Interest coverage ratio is a non-GAAP ratio which management believes to be a useful indicator of an entity’s ability to service
its debt. Generally, the higher the ratio is, the lower the risk of default on debt. This non-GAAP ratio is not a standardized
financial measure under IFRS and should not be considered as an alternative to other ratios determined in accordance with
IFRS. The component of interest coverage ratio which is a non-GAAP financial measure is EBITFV.
50 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
(in thousands of Canadian dollars)
For the periods ended December 31,
EBITFV (A)
Interest expense and other financing charges (B)
Interest coverage ratio (A)/(B)
Three Months Ended
Year Ended
$
$
2021
98,322 $
26,431 $
3.72
2020
2021
95,416 $
393,557 $
27,251 $
105,720 $
3.50
3.72
2020
378,814
108,043
3.51
11.2 (f) Adjusted General and Administrative Expense as a Percent of Property Revenue
Adjusted general and administrative expense as a percent of property revenue is a non-GAAP ratio. Management believes this
ratio is a useful measure since it is an indicator of an entity’s ability to manage its general and administrative expenses in
relation to property revenue without the influence of non-controllable fair value adjustments on unit-based awards. This non-
GAAP ratio is not a standardized financial measure under IFRS and should not be considered as an alternative to other ratios
determined in accordance with IFRS. The component of adjusted general and administrative expense as a percent of property
revenue which is a non-GAAP financial measure is adjusted general and administrative expense.
(in thousands of Canadian dollars)
For the year ended December 31,
Personnel expense 1
Services Agreement with CTC
Public entity and other 1
General and administrative expense
Fair value adjustment of unit based compensation
Adjusted general and administrative expense (A)
Property revenue (B)
Adjusted general and administrative expense % of property revenue (A/B)
$
$
$
$
2021
9,637
1,081
3,875
14,593
$
990
13,603
514,537
$
$
2.6 %
2020
7,988
1,112
3,918
13,018
134
12,884
502,348
2.6 %
1 Includes unit-based awards including loss (gain) adjustments as a result of the change in the fair market value of the Units of $244 (Q4 2020 - $832) and $990 (YTD 2020 - $134) for the
three and year ended December 31, 2021.
11.3 Supplementary Financial Measures
Management has identified the following supplementary financial measures in this MD&A listed below. The composition of all
these financial supplementary measures has been outlined previously as referenced below or is self-evident by the description
of the measure as labelled.
•
•
•
•
Future development obligation payments - refer to section 7.4
Loan to value ratio - encumbered investment properties - refer to section 7.4
Loan to value ratio - total investment properties - refer to section 7.4
Total development costs - refer to section 5.6
CT REIT 2021 ANNUAL REPORT 51
MANAGEMENT'S DISCUSSION AND ANALYSIS
11.4 Selected Quarterly Consolidated Information
(in thousands of Canadian dollars,
except per unit amounts)
As at and for the quarter ended
Q4
2021
Q3
Q2
Q1
Q4
2020
Q3
Q2
Q1
Property revenue
Net income
Net income per unit
- basic
- diluted
FFO per unit - diluted (non-GAAP) 1
AFFO per unit - diluted (non-GAAP) 1
$ 129,537 $ 125,537 $ 129,560 $ 129,903 $ 126,833 $ 123,172 $ 125,498 $ 126,845
$ 125,366 $ 78,307 $ 178,628 $ 74,558 $ 14,032 $ 64,107 $ 61,970 $ 43,196
$
$
$
$
0.538 $
0.337 $
0.770 $
0.323 $
0.061 $
0.280 $
0.271 $
0.189
0.443 $
0.300 $
0.610 $
0.281 $
0.093 $
0.240 $
0.235 $
0.173
0.308 $
0.312 $
0.310 $
0.308 $
0.296 $
0.299 $
0.294 $
0.293
0.275 $
0.279 $
0.277 $
0.273 $
0.260 $
0.262 $
0.256 $
0.254
Total assets
Total indebtedness
$ 6,500,102 $ 6,365,761 $ 6,320,435 $ 6,185,305 $ 6,176,142 $ 6,139,575 $ 6,112,837 $ 6,069,044
$ 2,677,861 $ 2,614,382 $ 2,629,518 $ 2,630,244 $ 2,652,341 $ 2,588,976 $ 2,588,889 $ 2,588,789
Total distributions, net of distribution
reinvestment, to Unitholders - paid
Total distributions per unit - paid
Book value per unit
Market price per unit
- high
- low
- close (end of period)
1 Non-GAAP financial measure.
$ 44,055 $ 43,937 $ 41,807 $ 41,808 $ 41,886 $ 41,282 $ 41,326 $ 40,657
$
$
$
$
$
0.210 $
0.210 $
0.201 $
0.201 $
0.201 $
0.199 $
0.197 $
0.197
15.77 $
15.44 $
15.31 $
14.74 $
14.62 $
14.75 $
14.67 $
14.60
18.42 $
18.05 $
17.09 $
16.51 $
15.90 $
14.50 $
14.30 $
17.22
16.49 $
16.38 $
16.07 $
15.11 $
15.04 $
13.28 $
11.02 $
9.14
17.32 $
17.03 $
16.38 $
16.35 $
15.67 $
13.97 $
13.58 $
11.70
(in thousands of Canadian dollars)
For the periods ended December 31,
Q4
2021
Q3
Q2
Q1
Q4
2020
Q3
Q2
Q1
$ 125,366 $ 78,307 $ 178,628 $ 74,558 $ 14,032 $ 64,107 $ 61,970 $ 43,196
Net Income and comprehensive
income
Fair value adjustment on investment
property
GP income tax expense
(465)
(181)
(118)
663
(568)
(53,254)
(5,849)
(106,462)
(4,346)
53,869
4,341
(129)
4,908
24,241
(367)
1,037
Lease principal payments on right-of-
use assets
Fair value adjustment of unit-based
compensation
Internal leasing expense
Funds from operations
(230)
(230)
(367)
(225)
(270)
(201)
(188)
(163)
244
274
344
144
50
201
352
161
832
254
178
183
731
158
(1,607)
181
$ 71,935 $ 72,535 $ 71,932 $ 71,163 $ 68,149 $ 68,479 $ 67,212 $ 66,885
Property straight-line rent revenue
Capital expenditure reserve
(1,552)
(6,259)
(1,418)
(6,214)
(1,464)
(6,212)
(1,734)
(6,208)
(2,212)
(6,141)
(2,413)
(6,069)
(2,800)
(5,922)
(2,589)
(6,122)
Adjusted funds from operations
$ 64,124 $ 64,903 $ 64,256 $ 63,221 $ 59,796 $ 59,997 $ 58,490 $ 58,174
Property revenue, distributions and other financial and operational results noted above have grown at a steady rate. However,
macroeconomic, market trends, and the Pandemic may have an influence on the demand for space, occupancy levels, and
consequently, the REIT’s operating performance.
Refer to CT REIT’s respective annual and interim MD&A’s issued for a discussion and analysis relating to the above periods.
52 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
12.0 ENTERPRISE RISK MANAGEMENT
Enterprise Risk Management Framework
To preserve and enhance Unitholder value over the long term, CT REIT takes a balanced approach to risk taking together
with effective risk management. The effective management of risk within CT REIT is a key priority for the Board of Trustees
and senior management, as such the REIT has adopted an Enterprise Risk Management Framework (“ERM Framework”) for
identifying, assessing, monitoring, mitigating and reporting key risks.
The ERM Framework is designed to provide an integrated approach to the management of risks, through a disciplined
manner that:
•
•
•
•
Safeguards the REIT’s reputation;
Support the achievement of the REIT’s strategic objectives, including financial goals;
Preserves and enhances Unitholder value; and
Supports business planning and operations by providing a cross-functional perspective to risk management,
integrated with strategic planning and reporting processes.
Risk Governance
The foundation of the REIT’s ERM Framework is a governance approach that includes a comprehensive set of policies that,
together with the REIT’s Declaration of Trust, require the identification, assessment, monitoring, mitigation and reporting of all
Key Risks on a timely basis. The key elements of risk governance are the Board and Chief Executive Officer, supported by
senior management and the three lines of defense operating model (which includes (i) business and support functions, (ii)
oversight functions and (iii) internal audit). Clearly defined roles and responsibilities, coupled with timely monitoring and
reporting, assist in supporting a strong risk culture and effective governance of risk.
Fundamental to risk governance at the REIT is the oversight by senior management and the Audit Committee of all Key Risks
and emerging risks faced by the REIT. Members of senior management of the REIT assist the Chief Executive Officer in
discharging responsibilities with respect to managing strategies in alignment with the REIT’s risk appetite, recommending
various risk-related policies for the Board’s approval and evaluating the effectiveness of controls the REIT has in place to
mitigate risk and support the REIT’s strategy. The REIT monitors its risk exposures to assess that its business activities are
operating within approved limits or guidelines and risk appetite. Exceptions, if any, are reported to the Chief Financial Officer,
the Chief Executive Officer and to the Audit Committee and the Board, as appropriate.
Key Risks
A key element of the ERM Framework is the identification and assessment of the REIT’s Key Risks. A Key Risk is defined
as one that, alone or in combination with other interrelated risks, could have a material adverse effect on the REIT’s reputation,
financial position, and/or ability to achieve its strategic objectives. Management has developed mitigation plans for each of the
Key Risks, which are reviewed regularly by senior management and reported to the Audit Committee and the Board. Although
the REIT believes the measures taken to mitigate risks are reasonable, there can be no assurance that they will effectively
CT REIT 2021 ANNUAL REPORT 53
MANAGEMENT'S DISCUSSION AND ANALYSIS
control all risks that may have a negative impact. In addition, there are numerous other risk factors that are difficult to predict
and could adversely affect the REIT’s reputation, financial results, operations and strategic objectives.
During the quarter, the Pandemic continued to have a significant impact on the Canadian and global economies. The duration
and severity of the Pandemic remain uncertain and difficult to predict, as does its adverse short and long term impacts on CT
REIT. The REIT has implemented a number of comprehensive and evolving risk management strategies to support its
business and operations and to protect the health and safety of its employees, tenants, tenants' employees and customers.
The following table provides an overview of each of the REIT’s key risks and related risk management strategies. Further
information on the REIT’s key risks is presented in the REIT’s 2021 AIF. CT REIT cautions that the discussion of risks,
including those risks described in the REIT’s 2021 AIF, is not exhaustive. When considering whether to purchase or sell Units
of the REIT, investors and others should carefully consider these factors as well as other uncertainties, potential events and
industry specific factors that may adversely impact the REIT’s future results.
54 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
Key Risks
External Economic Environment
Risk Management Strategy
The REIT
is subject
to risks resulting
from
fluctuations or
The REIT regularly monitors and analyzes external economic,
fundamental changes
in
the external business environment,
demographic, consumer behaviour and competitive developments in
including those driven or compounded by the Pandemic. These
Canada related to its business. Results are shared with the REIT
fluctuations or fundamental shifts in the macroeconomic environment
executives, who are accountable for any necessary amendments to
as well as the regions and local marketplaces where the REIT
the strategic and operational plans and for on-going investment
conducts its business could include:
decisions in order to respond to evolving market and economic
• changes in the current economic environment and uncertainty with
trends.
respect to potential future economic disruption including recession,
In response to the Pandemic, government authorities implemented
depression, or high inflation impacting business and consumer
significant assistance programs to provide economic support to
confidence and spending;
individuals and businesses. While in the short term these measures
• changes in the economic stability of local markets such as business
have mitigated some effects of the Pandemic, over the long term
layoffs, industry slow-downs, changing demographics and other
they may not be sufficient to fully offset its negative impact or advert
factors impacting tenants’ revenues and their ability to pay rent, and
recessionary conditions. Upon cessation of these measures, the
the REIT’s ability to lease space, renew leases and derive income
REIT may expect to see an increase in rental payment delinquencies
from the properties in the affected market;
or defaults.
• changes in the economic condition and regulatory environment of
The REIT has continued to support certain tenants facing financial
the regions in which the REIT’s properties are concentrated, which
challenges, either by participating in government rent assistance
may have a material adverse effect on the REIT’s business, cash
programs with qualified tenants or providing rent abatement or
flows, financial condition, results of operations and ability to make
deferral options.
distributions to Unitholders;
• changes in retail shopping behaviours and habits of consumers and
the introduction of new “technologies” and competitors impacting the
relevance of the products, sales channels, or services offered by the
REIT’s key tenant, which may result in a negative impact on their
financial position culminating in a decrease in the demand for
physical space, which could adversely affect the REIT’s financial
performance; and
• increased competition amongst investors, developers, owners and
operators of properties similar to those of the REIT could negatively
impact the availability of suitable acquisition opportunities thereby
increasing the REIT’s cost of acquisition as well as its’ ability to lease
properties, renew leases and achieve rental increases, which may
adversely impact the REIT’s financial condition and results of
operations.
CT REIT 2021 ANNUAL REPORT 55
MANAGEMENT'S DISCUSSION AND ANALYSIS
Key Risks
Key Business Relationship
Risk Management Strategy
The REIT’s relationship with its majority Unitholder, CTC, is integral
The REIT benefits from the stability offered by CTC businesses
to its business strategy and could affect the REIT’s cash flows,
including Canadian Tire Retail, one of Canada’s most shopped
operating results, overall financial performance and its ability to
general merchandise retailers with high recognition and a strong
make distributions. Key factors inherent to this relationship include:
reputation
throughout
the communities
it serves. Appropriate
• situations where the interests of CTC and the REIT are in conflict,
governance structures, including policies, processes and other
CTC may utilize its ownership interest in, and contractual rights with
management activities and practices are in place to maintain and
the REIT, to further CTC’s own interest which may not be the same
monitor the relationship between the REIT and CTC. In addition,
as the REIT’s interest in all cases, causing the REIT not to be able to
Management regularly monitors the operating results and credit
operate in a manner that is to its favour, which could adversely affect
ratings of CTC. From the onset of the Pandemic, the REIT has
the REIT’s cash flows, operating results, valuation, and overall
worked closely with CTC and its other tenants to help maintain safe
financial condition;
facilities and business operations for their employees and customers,
• the dependence of the REIT’s revenues on the ability of its key
following guidance from public health authorities.
tenant, CTC, to meet its rent obligations and renew its tenancies.
While CTC has held investment grade credit ratings for over 20
years, there is no assurance that it will maintain such ratings or that
its financial position will not change over time. The future financial
performance and operating results of CTC’s business are subject to
inherent risks, perceptions and uncertainties, including the uncertain
long term impact of the Pandemic on its operations and customer
behaviours. A downturn in CTC’s business resulting in an inability to
meet their obligations under their leases or if a significant amount of
available space in the properties was not able to be leased on
economically favourable lease terms could have a material effect on
the financial performance of the REIT, its cash flows, and the REIT’s
ability to make distributions to Unitholders; and
• the REIT’s dependency on the services of key personnel including
certain CTC personnel who supply necessary services to operate the
REIT for its effective management and governance. Failure to
receive these services or the need to replace the service provider in
a short period of time could have a material adverse effect on the
REIT.
56 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
Key Risks
Financial
Risk Management Strategy
Risks associated with macroeconomic conditions which are highly
The REIT has a Board-approved financial risk management policy in
cyclical and volatile could have a material effect on the REIT’s
place that governs the management of capital, funding, and other
financial position and its ability to achieve its strategic goals and
financial risks. The indebtedness and Class C LP Units of the REIT
aspirations. Such risks include:
are predominantly at fixed rates and its variable interest rate
• fundamental changes in the economic environment, significant
exposure is minimal. The weighted average term to redemption/
events such as the Pandemic, or volatility in the financial markets
maturity of the REIT’s debt portfolio is managed to generally align
resulting in changes in interest rates that affect the value of real
with the weighted average term to maturity of the REIT’s assets. The
estate, the value of the REIT’s Units, the economics of acquisition
REIT manages refinancing risk by maintaining a diversified debt
activity and the availability of capital impacting the financial position
redeeming/ maturity schedule to limit the amount of debt maturing in
of the REIT and its ability to make distributions to its Unitholders; and
any one year. The REIT may use interest rate hedges from time to
• the REIT’s ability to manage fluctuations in interest rates, access to
time to manage interest rate risk and to provide more certainty
capital and liquidity, the price of the REIT’s Units and the REIT’s
regarding the FFO available to Unitholders, subject to the REIT’s
degree of leverage. Failure to develop, implement, and execute
investment and guidelines and operating policies. In response to the
effective strategies to manage these risks may result in insufficient
Pandemic, the REIT increased its focus on maintaining liquidity and
capital to absorb unexpected losses and/or changes in asset value
a strong balance sheet and ensuring continued access to capital.
negatively affecting the REIT’s financial performance and increasing
the REIT’s vulnerability to a downturn in business or the economy.
Legal and Regulatory Compliance
Failure to adhere to laws and regulations by the REIT may result in
The REIT has appropriate governance structures, including policies,
regulatory related issues or decrease investor confidence and a
processes and controls in place to comply with legal and regulatory
decline in the REIT’s Unit price. Changes to laws and regulations
requirements, including but not limited to the REIT’s ability to
applicable to the REIT may adversely affect the REIT’s financial
continue to satisfy the conditions to qualify as a closed end mutual
condition, results of operation, and distributions to Unitholders,
fund trust and to comply with environmental laws and address any
including:
material environmental issues, including climate change.
• changes in income tax laws such that the REIT would not qualify as
Environmental risks continue to evolve as they relate to the global
a mutual fund trust for purposes of the Income Tax Act (“ITA”),
transition to a net-zero economy and physical climate change risks.
including the treatment of real estate investment trusts and mutual
fund trusts, or the exclusion from the definition of “SIFT TRUST” for a
trust qualifying as a “real estate investment trust” for a taxation year
under the ITA, which could have a material and adverse impact on
the value of the Units, and on distributions to Unitholders; and
• changes in various federal, provincial, territorial and municipal laws
relating to environmental matters, including climate change, which
may result in the REIT bearing the risk of cost-intensive assessment,
technologies, and the removal of contamination, hazardous or other
regulated substances causing an adverse effect on the REIT’s
financial condition, results of operation, cash available for distribution
to Unitholders.
CT REIT 2021 ANNUAL REPORT 57
MANAGEMENT'S DISCUSSION AND ANALYSIS
Key Risks
Operations
Risk Management Strategy
The REIT is subject to the risk that a direct or indirect loss of
The REIT has appropriate governance structures, including policies,
operating capabilities may occur due to:
processes, contracts, service agreements and other management
• inadequate or failed operations processes (property management,
activities in place to maintain the operational performance of the
development,
redevelopment and
renovation
risks such as
REIT and to support the REIT’s reputation, business and strategic
substantial unanticipated delays and expenses or the inability to
objectives.
initiate or complete activities) that could have an adverse effect on
CT REIT is subject to the risk that a direct or indirect loss of
the REIT’s reputation, financial condition, results of operations, cash
operating capabilities may occur due to property, development,
flow, trading price of the Units, distributions to Unitholders and the
redevelopment and renovation risks, disasters, health events such
ability of the REIT to satisfy its principal and interest obligations;
as pandemics, cyber incidents, climate change, ineffective business
• internal or outsourced business activities and business disruptions
continuity and contingency planning, and talent shortages.
(such as disasters, health crises such as the Pandemic, cyber
Further government actions in response to the Pandemic and future
incidents, and climate change) and ineffective business continuity
pandemics could have additional adverse impact on the REIT’s
and contingency planning, which could adversely affect
the
operations and financial performance.
reputation, operations and financial performance of the REIT;
The health and well-being of CT REIT’s employees, tenants, tenants’
• Government issued guidelines and restrictions in response to the
employees and customers, has remained a top priority throughout
Pandemic that have resulted in the implementation of operational
the Pandemic and the REIT has continued to take necessary
measures that impact REIT properties, including the temporary
measures and precautions to help protect and support them,
closure of
tenants’ businesses, reduced hours and capacity,
reflecting best guidance by government and public health authorities.
enhanced cleaning protocols and actions to promote physical
distancing; and
•
talent shortages due to external pressure or the inability to
effectively attract and retain talented and experienced employees,
which may negatively impact the REIT’s ability to operate its
business and execute its strategy.
13.0 INTERNAL CONTROLS AND PROCEDURES
13.1 Disclosure Controls and Procedures
Management is responsible for establishing and maintaining a system of controls and procedures over the public disclosure of
financial and non-financial information regarding CT REIT. Such controls and procedures are designed to provide reasonable
assurance that all relevant information is gathered and reported, on a timely basis, to senior management, including the CEO
and the Chief Financial Officer (“CFO”), so that they can make appropriate decisions regarding public disclosure.
CT REIT’s system of disclosure controls and procedures include, but are not limited to, its Disclosure Policy, its Code of
Conduct, the effective functioning of its Disclosure Committee, procedures in place to systematically identify matters
warranting consideration of disclosure by the Disclosure Committee, verification processes for individual financial and non-
financial metrics, and information contained in annual and interim filings, including the consolidated financial statements,
MD&A, AIF and other documents and external communications.
As required by CSA National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”),
an evaluation of the adequacy of the design (quarterly) and effective operation (annually) of CT REIT’s disclosure controls and
58 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
procedures was conducted, under the supervision of management, including the CEO and CFO, as at December 31, 2021.
The evaluation included documentation review, enquiries and other procedures considered by management to be appropriate
in the circumstances. Based on that evaluation, the CEO and the CFO have concluded that the design and operation of the
system of disclosure controls and procedures were effective as at December 31, 2021.
13.2 Internal Control Over Financial Reporting
Management is also responsible for establishing and maintaining appropriate internal controls over financial reporting. CT
REIT’s internal controls over financial reporting include, but are not limited to, detailed policies and procedures related to
financial accounting, reporting and controls over systems that process and summarize transactions. CT REIT’s procedures for
financial reporting also include the active involvement of qualified financial professionals, senior management and its Audit
Committee.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined
to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
As also required by NI 52-109, management, including the CEO and CFO, evaluated the adequacy of the design (quarterly)
and effective operation (annually) of CT REIT’s internal controls over financial reporting as defined in NI 52-109, as at
December 31, 2021. In making this assessment, management, including the CEO and CFO, used the criteria set forth by the
Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013). This
evaluation included review of the documentation of controls, evaluation of the design and testing the operating effectiveness of
controls, and a conclusion about this evaluation. Based on that evaluation, the CEO and the CFO have concluded that the
design and operation of CT REIT’s internal controls over financial reporting were effective as at December 31, 2021, in
providing reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial
statements for external purposes in accordance with IFRS.
13.3 Changes in Internal Control Over Financial Reporting
During the quarter and year ended December 31, 2021, there have been no changes in CT REIT’s internal controls over
financial reporting that have materially affected, or are reasonably likely to materially affect, CT REIT’s internal controls over
financial reporting.
14.0 FORWARD-LOOKING INFORMATION
This MD&A, and the documents incorporated by reference herein, contain forward-looking statements that involve a number of
risks and uncertainties, including statements regarding the outlook for CT REIT’s business and results of operations and the
effect of the Pandemic on the REIT’s business and operations. Forward-looking statements are provided for the purposes of
providing information about CT REIT’s future outlook and anticipated events or results and may include statements regarding
known and unknown risks, uncertainties and other factors that may cause the actual results to differ materially from those
indicated. Such factors include but are not limited to: general economic conditions; financial position; business strategy;
availability of acquisition opportunities; budgets; capital expenditures; financial results, including fair value adjustments and
cash flow assumptions upon which they are based; cash and liquidity; taxes; and plans and objectives of or involving CT REIT.
CT REIT 2021 ANNUAL REPORT 59
MANAGEMENT'S DISCUSSION AND ANALYSIS
In addition, the effects of the Pandemic, including variants of concern and any future waves, create additional uncertainties. In
particular, the impact of any variants of concern and government authorities’ and public health officials’ responses thereto may
affect: our tenants’ ability to pay rent in full or at all; domestic and global credit and capital markets, and our ability to access
capital on favourable terms, or at all; the health and safety of our employees and our tenants’ employees and customers; and
domestic and global supply chains. Given the evolving circumstances surrounding the Pandemic, such as its duration, any
future waves, the continued availability and distribution of vaccines, the severity of its impact on the REIT’s business and
financial results cannot be estimated with certainty as the extent of the impact will largely depend on future developments,
including any additional actions taken to contain any variants of concern. Statements regarding future acquisitions,
developments, distributions, results, performance, achievements, prospects or opportunities for CT REIT or the real estate
industry and the impact of the Pandemic are forward-looking statements. In some cases, forward-looking information can be
identified by such terms such as “may”, “might”, “will”, “could”, “should”, “would”, “occur”, “expect”, “plan”, “anticipate”,
“believe”, “intend”, “estimate”, “predict”, “potential”, “continue”, “likely”, “schedule”, or the negative thereof or other similar
expressions concerning matters that are not historical facts.
Some of the specific forward-looking statements in this document include, but are not limited to, statements with respect to CT
REIT's:
•
•
•
•
•
•
•
•
•
•
•
•
•
•
•
assessment of factors affecting the REIT as a result of the Pandemic under section 2.0;
growth strategy and objectives under section 3.0;
fair value of property portfolio under section 5.4;
development activities under section 5.6;
leasing activities under section 5.10;
recoverable capital costs under section 5.11;
capital expenditures to fund acquisitions and development activities under section 7.1;
capital strategy under section 7.11;
commitments as at December 31, 2021 under section 7.12;
distributions under section 8.3;
capital expenditures under section 11.1 (f);
access to available sources of debt and/or equity financing;
expected tax treatment of CT REIT and its Distributions to Unitholders;
ability to expand its asset base, make accretive acquisitions, develop or intensify its Properties and participate with
CTC in the development or intensification of the Properties; and
ability to continue to qualify as a “real estate investment trust”, as defined pursuant to the ITA.
CT REIT has based these forward-looking statements on factors and assumptions about future events and financial trends that
it believes may affect its financial condition, results of operations, business strategy and financial needs. Such factors and
assumptions include but are not limited to: that the Canadian economy will stabilize over the next 12 months and inflation will
remain relatively low, despite government stimulus; that tax laws will remain unchanged; that the REIT will continue to manage
its liquidity and debt covenants; that conditions within the real estate market, including competition for acquisitions, will
normalize to historical levels in the near- to medium-term; that Canadian capital markets will provide CT REIT with access to
equity and/or debt at reasonable rates when required; and that CTC will continue its involvement with the REIT on the basis
60 CT REIT 2021 ANNUAL REPORT
MANAGEMENT'S DISCUSSION AND ANALYSIS
described in its 2020 AIF. However, given the uncertainty surrounding the Pandemic, including future waves of the virus and/or
the distribution of vaccines, it is difficult to predict how significant the adverse impact of the Pandemic will be on the global and
domestic economy, interest or tax rates, the general business environments and the operations and financial position of the
REIT’s tenants, including Canadian Tire, the fair value ascribed to CTC tenanted properties and the business, operations and
future financial position of the REIT.
Although the forward-looking statements contained in this MD&A are based upon assumptions that the REIT believes are
reasonable, given information currently available to management, there can be no assurance that actual results will be
consistent with these forward-looking statements. Forward-looking statements necessarily involve known and unknown risks
and uncertainties, many of which are beyond the REIT’s control, that may cause CT REIT’s, or the industry’s, actual results,
performance, achievements, prospects and opportunities in future periods to differ materially from those expressed or implied
by such forward-looking statements. These risks and uncertainties include, among other things, the factors discussed in
section 12.0 of this MD&A and under the “Risk Factors” section of the 2020 AIF.
For more information on the risks, uncertainties and assumptions that could cause CT REIT’s actual results to differ from
current expectations, please also refer to CT REIT’s public filings available on SEDAR at www.sedar.com and by a link at
www.ctreit.com.
CT REIT cautions that the foregoing list of important factors and assumptions is not exhaustive and other factors could also
materially and adversely affect its results. Investors and other readers are urged to consider the foregoing risks, uncertainties,
factors and assumptions carefully in evaluating the forward-looking information and are cautioned not to place undue reliance
on such forward-looking information. Statements that include forward-looking information do not take into account the effect
that transactions or non-recurring or other special items announced or occurring after the statements are made can have on
CT REIT’s business. For example, they do not include the effect of any dispositions, acquisitions, asset write-downs or other
charges announced or occurring after such statements are made. The forward-looking information in this MD&A is based on
certain factors and assumptions made as of the date hereof or the date of the relevant document incorporated herein by
reference, as applicable. CT REIT does not undertake to update the forward-looking information, whether written or oral, that
may be made from time to time by it or on its behalf, to reflect new information, future events or otherwise, except as required
by applicable securities laws.
Information contained in or otherwise accessible through the websites referenced in this MD&A does not form part of this
MD&A and is not incorporated by reference into this MD&A. All references to such websites are inactive textual references and
are for information only.
CT REIT 2021 ANNUAL REPORT 61
MANAGEMENT'S DISCUSSION AND ANALYSIS
Commitment to disclosure and investor communication
The Investors section of the REIT’s website, accessible by a link at www.ctreit.com includes the following documents and
information of interest to investors:
•
•
Annual Information Form;
Consolidated financial statements and accompanying notes for the year ended December 31, 2021;
• Management Information Circular;
•
•
•
the Base Shelf Prospectus and related prospectus supplements;
quarterly financial statements and related MD&As; and
conference call webcasts (archived for one year).
Additional information about the REIT has been filed electronically with various securities regulators in Canada through
SEDAR and is available online at www.sedar.com.
If you would like to contact the Investor Relations department directly, call Marina Davies (416) 544-6134 or email
investor.relations@ctreit.com.
February 15, 2022
62 CT REIT 2021 ANNUAL REPORT
INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND NOTES
Management’s Responsibility for Financial Statements
Independent Auditor’s Report
Consolidated Financial Statements
Consolidated Balance Sheets
Consolidated Statements of Income and Comprehensive Income
Consolidated Statements of Changes in Equity
Consolidated Statements of Cash Flows
Notes to the Consolidated Financial Statements
Note 1
Nature of CT Real Estate Investment Trust
Note 2
Basis of Presentation
Note 3
Significant Accounting Policies
Note 4
The Pandemic
Note 5
Investment Properties
Note 6
Class C LP Units
Note 7 Mortgages payable
Note 8
Debentures
Note 9
Leases
Note 10 Credit Facilities
Note 11 Equity
Note 12 Unit-Based Compensation Plans
Note 13 Non-controlling interests
Note 14 Revenues and Expenses
Note 15 General and Administrative Expense
Note 16 Net Interest and Other Financing Charges
Note 17 Changes in Working Capital and Other
Note 18 Segmented Information
Note 19 Commitments and Contingencies
Note 20 Related-Party Transactions
Note 21 Financial Instruments and Risk Management
Note 22 Capital Management and Liquidity
Note 23 Subsequent Event
Glossary of Terms
64
65
68
69
70
71
72
72
75
81
82
84
85
86
87
88
89
91
92
92
93
94
94
94
94
95
96
98
100
101
CT REIT 2021 ANNUAL REPORT 63
Management’s Responsibility for Financial Statements
The management of CT Real Estate Investment Trust (“CT REIT”) is responsible for the integrity and reliability of the
accompanying consolidated financial statements. These consolidated financial statements have been prepared by
management in accordance with International Financial Reporting Standards, and include amounts based on judgments and
estimates. All financial information in our Management’s Discussion and Analysis is consistent with these consolidated
financial statements.
Management is responsible for establishing and maintaining adequate systems of internal control over financial reporting.
These systems are designed to provide reasonable assurance that the financial records are reliable and form a proper basis
for the timely and accurate preparation of financial statements. Management has assessed the effectiveness of CT REIT’s
internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and concluded that CT REIT’s internal
control over financial reporting was effective as at the date of these consolidated statements.
The Board of Trustees oversees management’s responsibilities for the consolidated financial statements primarily through the
activities of its Audit Committee, which is comprised solely of trustees who are neither officers nor employees of CT REIT.
This Committee meets with management and CT REIT’s independent auditors, Deloitte LLP, to review the consolidated
financial statements and recommend approval to the Board of Trustees. The Audit Committee is responsible for making
recommendations to the Board of Trustees with respect to the appointment of and, subject to the approval of the Unitholders
authorizing the Board of Trustees to do so, approving the remuneration and terms of engagement of CT REIT’s auditors. The
Audit Committee also meets with the auditors, without the presence of management, to discuss the results of their audit.
The consolidated financial statements have been audited by Deloitte LLP, in accordance with Canadian generally accepted
auditing standards. Their report is presented below.
<< Kenneth Silver >>
<< Lesley Gibson >>
Kenneth Silver
Chief Executive Officer
February 15, 2022
Lesley Gibson
Chief Financial Officer
64 CT REIT 2021 ANNUAL REPORT
Independent Auditor's Report
To the Unitholders of
CT Real Estate Investment Trust
Opinion
We have audited the consolidated financial statements of CT Real Estate Investment Trust (the "REIT"), which
comprise the consolidated balance sheets as at December 31, 2021 and 2020, and the consolidated statements of
income and comprehensive income, changes in equity and cash flows for the years then ended, and notes to the
consolidated financial statements, including a summary of significant accounting policies (collectively referred to as
the "financial statements").
In our opinion, the accompanying financial statements present fairly, in all material respects, the financial position of
the REIT as at December 31, 2021 and 2020, and its financial performance and its cash flows for the years then
ended in accordance with International Financial Reporting Standards ("IFRS").
Basis for Opinion
We conducted our audit in accordance with Canadian generally accepted auditing standards ("Canadian GAAS"). Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of the REIT in accordance with the ethical
requirements that are relevant to our audit of the financial statements in Canada, and we have fulfilled our other
ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our opinion.
Key Audit Matter
A key audit matter is a matter that, in our professional judgment, was of most significance in our audit of the
consolidated financial statements for the year ended December 31, 2021. This matter was addressed in the context
of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on this matter.
Fair Value of Investment Properties — Refer to Note 5 to the financial statements
Key Audit Matter Description
The REIT measures investment properties at fair value subsequent to acquisition. The fair value of each investment
property is estimated using the discounted cash flow (“DCF”) method. This method requires management to make
estimates and assumptions.
The assumptions with the highest degree of subjectivity and impact on fair values are the discount rates and terminal
capitalization rates. Auditing these assumptions required a high degree of auditor judgment and this resulted in an
increased extent of audit effort, including the need to involve fair value specialists.
CT REIT 2021 ANNUAL REPORT 65
How the Key Audit Matter Was Addressed in the Audit
Our audit procedures related to the discount rates and terminal capitalization rates used to determine the fair value of
the investment properties included the following, among others:
• Evaluated the effectiveness of controls over management’s process for determining the fair value of
investment properties, including those over the determination of the discount rates and terminal
capitalization rates.
• With the assistance of fair value specialists, evaluated the reasonableness of management’s discount
rates and terminal capitalization rates by considering recent market transactions and industry surveys.
Other Information
Management is responsible for the other information. The other information comprises:
• Management's Discussion and Analysis
• The information, other than the financial statements and our auditor’s report thereon, in the CT REIT 2021 Annual
Report (the "Annual Report").
Our opinion on the financial statements does not cover the other information and we do not and will not express any
form of assurance conclusion thereon. In connection with our audit of the 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 financial statements or our knowledge obtained in the audit, or otherwise appears to be
materially misstated.
We obtained Management’s Discussion and Analysis prior to the date of this auditor’s report. If, based on the work
we have performed on this other information, we conclude that there is a material misstatement of this other
information, we are required to report that fact in this auditor’s report. We have nothing to report in this regard.
The Annual Report is expected to be made available to us after the date of the auditor's report. If, based on the work
we will perform on this other information, we conclude that there is a material misstatement of this other information,
we are required to report that fact to those charged with governance.
Responsibilities of Management and Those Charged with Governance for the Financial Statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with
IFRS, and for such internal control as management determines is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is responsible for assessing the REIT’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 REIT or to cease operations, or has no realistic
alternative but to do so.
Those charged with governance are responsible for overseeing the REIT's financial reporting process.
Auditor's Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the 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 GAAS 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 financial statements.
66 CT REIT 2021 ANNUAL REPORT
As part of an audit in accordance with Canadian GAAS, we exercise professional judgment and maintain professional
skepticism throughout the audit. We also:
•
Identify and assess the risks of material misstatement of the 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
REIT'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 REIT'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 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
REIT to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and
whether the financial statements represent the underlying transactions and events in a manner that achieves fair
presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing
of the 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.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor's report unless law or regulation precludes public disclosure about
the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our
report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest
benefits of such communication.
The engagement partner on the audit resulting in this independent auditor’s report is Timothy Wilson.
/s/ Deloitte LLP
Chartered Professional Accountants
Licensed Public Accountants
Toronto, Ontario
February 15, 2022
CT REIT 2021 ANNUAL REPORT 67
Consolidated Balance Sheets
(Canadian dollars, in thousands)
As at
Assets
Non-current assets
Investment properties
Other assets
Current assets
Tenant and other receivables
Other assets
Cash and cash equivalents
Asset classified as held for sale
Total assets
Liabilities
Non-current liabilities
Class C LP Units
Mortgages payable
Debentures
Lease liabilities
Other liabilities
Current liabilities
Mortgages payable
Credit facilities
Debentures
Lease liabilities
Other liabilities
Distributions payable
Total liabilities
Equity
Unitholders’ equity
Non-controlling interests
Total equity
Total liabilities and equity
Note
December 31, 2021
December 31, 2020
5
$
6,489,000 $
6,141,000
1,658
6,490,658
1,486
6,142,486
2,884
3,005
3,555
9,444
—
4,911
3,614
4,531
13,056
20,600
6,500,102 $
6,176,142
1,451,550 $
1,451,550
65,316
921,528
74,707
5,497
65,442
921,635
65,830
5,276
2,518,598
2,509,733
10,233
79,300
149,934
1,067
46,512
16,309
303,355
2,821,953
1,622,365
2,055,784
3,678,149
514
63,200
150,000
1,052
60,314
15,459
290,539
2,800,272
1,481,849
1,894,021
3,375,870
6,176,142
$
6,500,102 $
$
$
6
7
8
9
7
10
8
9
11
11
11, 13
The related notes form an integral part of these consolidated financial statements.
<>
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David Laidley
Trustee
Anna Martini
Trustee
68 CT REIT 2021 ANNUAL REPORT
Consolidated Statements of Income and Comprehensive Income
(Canadian dollars, in thousands, except per unit amounts)
For the year ended December 31,
Note
2021
2020
Property revenue
Property expense
General and administrative expense
Net interest and other financing charges
Fair value adjustment on investment properties
Net income and comprehensive income
Net income and comprehensive income attributable to:
Unitholders
Non-controlling interests
Net income per unit - basic
Net income per unit - diluted
14
14
15
16
5
13
11
11
$
514,537 $
(107,290)
(14,593)
(105,706)
169,911
456,859 $
208,169 $
248,690
456,859 $
1.969 $
1.635 $
$
$
$
$
$
502,348
(110,768)
(13,018)
(107,898)
(87,359)
183,305
83,694
99,611
183,305
0.801
0.772
The related notes form an integral part of these consolidated financial statements.
CT REIT 2021 ANNUAL REPORT 69
Consolidated Statements of Changes in Equity
(Canadian dollars, in thousands)
Note
Units
Retained
Earnings
Unitholders’
Equity
Non-
controlling
interests Total Equity
Balance at December 31, 2020
$ 1,073,734 $
408,115 $
1,481,849 $ 1,894,021 $ 3,375,870
Net income and comprehensive income for the period
Issuance of Class B LP Units, net of issue costs
Distributions
Issuance of Units under Distribution Reinvestment Plan
and other
11
11
11
—
—
—
208,169
208,169
248,690
456,859
—
—
17,248
17,248
(87,176)
(87,176)
(104,175)
(191,351)
19,523
—
19,523
—
19,523
Balance at December 31, 2021
$ 1,093,257 $
529,108 $
1,622,365 $ 2,055,784 $ 3,678,149
Note
Units
Retained
Earnings
Unitholders’
Equity
Non-
controlling
interests Total Equity
Balance at December 31, 2019
$ 1,057,496 $
407,443 $
1,464,939 $ 1,869,166 $ 3,334,105
Net income and comprehensive income for the period
Issuance of Class B LP Units, net of issue costs
Distributions
Issuance of Units under Distribution Reinvestment Plan
and other
11
11
11
—
—
—
83,694
83,694
99,611
183,305
—
—
24,101
24,101
(83,022)
(83,022)
(98,857)
(181,879)
16,238
—
16,238
—
16,238
Balance at December 31, 2020
$ 1,073,734 $
408,115 $
1,481,849 $ 1,894,021 $ 3,375,870
The related notes form an integral part of these consolidated financial statements.
70 CT REIT 2021 ANNUAL REPORT
Consolidated Statements of Cash Flows
(Canadian dollars, in thousands)
For the year ended December 31,
Cash generated from (used for):
Operating activities
Net income
Add/(deduct):
Fair value adjustment on investment properties
Property straight-line rent revenue
Deferred income tax
Net interest and other financing charges
Changes in working capital and other
Cash generated from operating activities
Investing activities
Income-producing property
Development activities and land investments
Capital expenditures recoverable from tenants
Proceeds of disposition
Cash (used for) investing activities
Financing activities
Proceeds from issuance of debentures
Redemption of debentures
Unit distributions
Class B LP Unit distributions paid or loaned
Payments on Class C LP Units paid or loaned
Credit facilities draws (repayments), net
Lease principal payments on right-of-use assets
Mortgage principal repayments
Net interest paid
Debt settlement costs
Class B LP Unit issuance costs
Cash (used for) financing activities
Cash (used) in the period
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
Note
Year ended
2021
2020
$
456,859 $
183,305
5
14
16
17
8
8
6
10
7
$
(169,911)
(6,168)
(101)
105,706
20,816
407,201 $
(73,229)
(58,865)
(35,857)
21,185
87,359
(10,014)
(27)
107,898
2,245
370,766
(89,547)
(56,398)
(17,558)
820
$
(146,766) $
(162,683)
150,000
(150,000)
(67,880)
(103,723)
(63,962)
16,100
(1,052)
(450)
(39,591)
(743)
(110)
—
—
(66,563)
(98,588)
(65,736)
61,200
(991)
(400)
(42,189)
—
(19)
$
$
$
(261,411) $
(213,286)
(976) $
4,531
3,555 $
(5,203)
9,734
4,531
The related notes form an integral part of these consolidated financial statements.
CT REIT 2021 ANNUAL REPORT 71
Notes to the Consolidated Financial Statements
For the year ended December 31, 2021 and 2020
(All dollar amounts are in thousands, except unit and per unit amounts)
1. NATURE OF CT REAL ESTATE INVESTMENT TRUST
CT Real Estate Investment Trust is an unincorporated, closed-end real estate investment trust. CT Real Estate Investment
Trust and its subsidiaries, unless the context requires otherwise, are together referred to in these consolidated financial
statements as “CT REIT” or the “REIT”. CT REIT commenced operations on October 23, 2013, and was formed to own
income-producing commercial properties located primarily in Canada. The principal and registered head office of CT REIT is
located at 2180 Yonge Street, Toronto, Ontario, M4P 2V8.
Canadian Tire Corporation, Limited (“CTC”) owned a 69.0% effective interest in CT REIT as of December 31, 2021,
consisting of 33,989,508 of the issued and outstanding units of CT REIT (“Units”) and all of the issued and outstanding Class
B limited partnership units (“Class B LP Units”) of CT REIT Limited Partnership (the “Partnership”), which are economically
equivalent to and exchangeable for Units. CTC also owns all of the issued and outstanding Class C limited partnership units
(“Class C LP Units”) of the Partnership (see Note 6). The Units are listed on the Toronto Stock Exchange (the “TSX”) under
the symbol CRT.UN.
2. BASIS OF PRESENTATION
(a) Fiscal year
The fiscal years for the consolidated financial statements and the notes presented are for the years ended December 31, 2021
and 2020.
(b) Statement of compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards
(“IFRS”) using the accounting policies that are described herein.
These consolidated financial statements were approved for issuance by CT REIT’s Board of Trustees (the “Board”), on the
recommendation of its Audit Committee, on February 15, 2022.
(c) Basis of presentation
These consolidated financial statements have been prepared on the historical cost basis except for investment properties and
liabilities for unit-based compensation plans, which are measured at fair value.
These financial statements are presented in Canadian dollars (“C$”), which is CT REIT’s functional currency, rounded to the
nearest thousand, except per unit amounts.
72 CT REIT 2021 ANNUAL REPORT
(d) Critical judgments in applying significant accounting policies
The following are the critical judgments that have been made in applying CT REIT’s accounting policies and that have the
most significant effect on the amounts in the consolidated financial statements:
(i) Leases
CT REIT as a lessor
The REIT’s policy for revenue recognition as a lessor is described in Note 3(e). In applying this policy, judgments are
made with respect to whether tenant improvements provided in connection with a lease enhance the value of the
leased property, which determines whether such amounts are treated as additions to investment property as well as
the point in time at which revenue recognition under the lease commences, or constitutes a tenant incentive that is
amortized as a reduction of lease revenue over the initial term of the lease.
The REIT also makes judgments in assessing the classification of its leases with tenants as operating leases, in
particular long-term leases in single tenant properties. The REIT has determined that all of its leases are operating
leases.
CT REIT as a lessee
For the measurement of lease liabilities with respect to the ground leases with third party landlords, the REIT
considers all factors that create an economic incentive to exercise extension options, or not exercise termination
options available in its leasing arrangements. Extension options, or periods subject to termination options, are only
included in the lease term if the REIT determines it is reasonably certain to be extended or not terminated. The
assessment is reviewed if a significant event or a significant change in circumstances occurs which affects this
assessment and that is within the control of the lessee.
The REIT uses its incremental borrowing rate to account for the ground leases with third party landlords. The implicit
rates in the ground leases, fair value of the underlying property and the initial direct costs incurred by the lessor
related to the leased assets are not readily available information from the lessor. The REIT determines the
incremental borrowing rate as the rate of interest that it would pay to borrow over a similar term and with a similar
security the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic
environment.
(ii)
Investment properties
CT REIT applies judgment in determining whether the properties it acquires are considered to be asset acquisitions
or business combinations. CT REIT considers all properties acquired to date to be asset acquisitions.
Judgment is applied in determining whether certain costs are additions to the carrying amount of the investment
property. For properties under development, CT REIT exercises judgment in determining when development activities
have commenced, when and how much borrowing costs are to be capitalized to the development project, and the
point of practical completion.
CT REIT 2021 ANNUAL REPORT 73
On a periodic basis, CT REIT obtains independent appraisals such that approximately 80% of its property portfolio, by
value, are externally appraised over a four-year period.
(iii) Income taxes
CT REIT makes judgments that, with the exception of transactions involving CT REIT GP Corp. (the “GP”), deferred
income taxes are not recognized in CT REIT’s financial statements on the basis that CT REIT can deduct
distributions paid such that its liability for income taxes is substantially reduced or eliminated for the period, CT REIT
intends to continue to distribute its taxable income and therefore continue to qualify as a real estate investment trust
for the foreseeable future.
(iv) Consolidation
CT REIT makes judgments in the application of IFRS 10 - Consolidated Financial Statements in its assessment of
control over the Partnership and its subsidiaries collectively the "Consolidated Partnership", including the purpose for
which the Consolidated Partnership was created, the power to direct the relevant activities of the Consolidated
Partnership, its exposure or rights to the variable returns of the Consolidated Partnership and its ability to use its
power to affect its returns.
(v) Proportionate consolidation of interest in Canada Square
CT REIT makes judgments in the application of IFRS 11 - Joint Arrangements in its assessment of joint control over
the one-half interest it holds in Canada Square, a mixed-use commercial property in Toronto, Ontario (the “Co-
Ownership”), and its rights to the assets and obligations for the liabilities related to the Co-Ownership.
(e) Critical accounting estimates and assumptions
CT REIT makes estimates and assumptions that affect the carrying amounts of assets and liabilities, the disclosure of
contingent assets and liabilities, and the reported amount of earnings for the period. Actual results may differ from estimates.
The estimates and assumptions underlying the valuation of investment properties are set out in Note 5 and are considered
critical.
(f) Standards, amendments and interpretations issued but not yet adopted
(i)
Improving accounting policy disclosures and clarifying distinction between accounting policies and
accounting estimates (Amendments to IAS 1 and IAS 8)
In February 2021, the International Accounting Standards Board issued narrow-scope amendments to IAS 1
Presentation of Financial Statements, IFRS Practice Statement 2 Making Materiality Judgements and IAS 8
Accounting Policies, Changes in Accounting Estimates and Errors.
The amendments to IAS 1 require companies to disclose their material accounting policy information rather than their
significant accounting policies. The amendments to IFRS Practice Statement 2 provide guidance on how to apply the
concept of materiality to accounting policy disclosures.
74 CT REIT 2021 ANNUAL REPORT
Amendments to IAS 8 clarify how companies should distinguish changes in accounting policies from changes in
accounting estimates. That distinction is important because changes in accounting estimates are applied
prospectively only to future transactions and other future events, whereas changes in accounting policies are
generally applied retrospectively to past transactions and other past events.
The amendments are effective for annual reporting periods beginning on or after January 1, 2023. Earlier application
is permitted. CT REIT is assessing the potential impact of these amendments.
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to all periods presented in these consolidated financial
statements.
(a) Basis of consolidation
These consolidated financial statements include the accounts of CT REIT and its consolidated subsidiaries consisting of the
Consolidated Partnership and the GP and their subsidiaries, which are the entities over which CT REIT has control. Control
exists when CT REIT has the ability to direct the relevant activities of an entity, has exposure or rights to variable returns from
its involvement with the entity and has the ability to affect those returns through its power over the entity. CT REIT reassesses
whether or not it controls an entity if facts and circumstances indicate that there are changes to one or more of the three
elements of control.
Consolidation of a subsidiary begins when CT REIT obtains control over the subsidiary and ceases when CT REIT loses
control of the subsidiary. All intra-group assets and liabilities, equity, income, expenses and cash flows relating to transactions
between CT REIT and its subsidiaries, and among subsidiaries of CT REIT, are eliminated on consolidation.
Net income and comprehensive income are attributed to the Unitholders of CT REIT and to the non-controlling interest even if
this results in the non-controlling interest having a deficit balance.
CT REIT holds all of the issued and outstanding Class A limited partnership units (“Class A LP Units”) of the Partnership,
which are the sole class of Partnership units that carry voting rights. In addition, CT REIT holds all of the issued and
outstanding shares of the GP, the general partner of the Partnership, which has the power to direct the relevant activities of the
Partnership. Accordingly, CT REIT is exposed to variable returns from its interest in the Partnership and has the ability to direct
the relevant activities thereof to affect its returns. Therefore CT REIT consolidates the Partnership and their subsidiaries.
Non-controlling interests in the equity of the Partnership, which consists of Class B LP Units held by a wholly owned subsidiary
of CTC, are shown separately in equity on the Consolidated Balance Sheets.
CT REIT 2021 ANNUAL REPORT 75
(b) Joint arrangements
A joint arrangement is an arrangement in which two or more parties have joint control. Joint control is the contractually agreed
sharing of control whereby decisions about relevant activities require unanimous consent of the parties sharing control. A joint
arrangement is classified as a joint operation when the parties that have joint control of the arrangement have rights to the
assets and obligations for the liabilities related to the arrangement. A joint arrangement is classified as a joint venture when the
parties that have joint control of the arrangement have rights to the net assets of the arrangement. A party to a joint operation
records its interest in the assets, liabilities, revenue and expenses of the joint operation.
CT REIT has a one-half interest in the Co-Ownership, pursuant to a co-ownership arrangement. The Co-Ownership is a joint
arrangement as the material decisions about relevant activities require unanimous consent of the co-owners. This joint
arrangement is a joint operation as each co-owner has rights to the assets and obligations for the liabilities related to the Co-
Ownership. Accordingly, CT REIT recognizes its proportionate share of the assets, liabilities, revenue and expenses of the Co-
Ownership in its financial statements.
(c)
Investment properties
Investment properties include income-producing properties and properties under development that are held by CT REIT to
earn rental income. CT REIT accounts for its investment properties in accordance with IAS 40 - Investment Property. For
acquired investment properties that meet the definition of a business, the acquisition is accounted for as a business
combination in accordance with IFRS 3 - Business Combinations, otherwise they are initially measured at cost including
directly attributable acquisition costs. Subsequent to acquisition, investment properties are carried at fair value, which is
determined based on available market evidence at the balance sheet date including, among other things, rental revenue from
current leases and reasonable and supportable assumptions that represent what knowledgeable, willing parties would assume
about rental revenue from future leases less future cash outflows in respect of capital expenditures. Gains and losses arising
from changes in fair value are recognized in net income in the period of change.
The initial cost of properties under development includes the acquisition cost of the properties, direct development costs, realty
taxes and borrowing costs attributable to properties under development. Borrowing costs associated with direct expenditures
on properties under development are capitalized. The amount of capitalized borrowing costs is determined first by reference to
property-specific borrowings, where relevant, and otherwise by applying a weighted average cost of borrowings to eligible
expenditures after adjusting for borrowings associated with other specific developments. Where borrowings are associated
with specific developments, the amount capitalized is the gross cost incurred on those borrowings less any investment income
arising on their temporary investment. Borrowing costs are capitalized from the commencement of the development until the
date of practical completion. The capitalization of borrowing costs is suspended if there are prolonged periods when
development activity is interrupted. Practical completion is when the property is capable of operating in the manner intended
by management. Generally, this occurs on completion of construction and receipt of all necessary occupancy and other
material permits.
If considered reliably measurable, properties under development are carried at fair value. Properties under development are
measured at cost if fair value is not reliably measurable. In determining the fair value of properties under development,
management considers, among other things, the development risk of the property, the provisions of the construction contract,
the stage of completion and the level of reliability of cash inflows after completion.
76 CT REIT 2021 ANNUAL REPORT
Leasing costs incurred by CT REIT in negotiating and arranging tenant leases are added to the carrying amount of investment
properties. Payments to tenants under lease contracts are characterized as either capital expenditures in the form of tenant
improvements that enhance the value of the property or as lease inducements. Tenant improvements are capitalized as part of
investment properties. Lease inducements are capitalized as a component of investment properties and are amortized over
the term of the lease as a reduction of lease revenue.
When an investment property is sold, the gain or loss is determined as the difference between the net disposal proceeds and
the carrying amount of the property and is recognized in net income in the period of disposal.
(d) Leases
Lessee
The REIT assesses whether a contract is or contains a lease, at inception of the contract. Leases are recognized as a right-of-
use asset and corresponding liability at the commencement date. Each lease payment included in the lease liability is
apportioned between the repayment of the liability and a finance cost. The finance cost is recognized in net interest and other
financing charges in the Consolidated Statements of Income and Comprehensive Income over the lease period, so as to
produce a constant periodic rate of interest on the remaining balance of the liability for each period. Lease liabilities include the
net present value of fixed payments (including in-substance fixed payments), variable lease payments that are based on an
index or a rate or subject to a fair market value renewal, amounts expected to be payable by the lessee under residual value
guarantees, the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and payments of
penalties for terminating the lease, if the lease term reflects the lessee exercising that option. The REIT allocates the
consideration in the contract to each lease component on the basis of the relative standalone price of the lease component
and the aggregate stand-alone price of the non-lease components. The lease liability is net of lease incentives receivable. The
lease payments are discounted using the interest rate implicit in the lease or, if that rate cannot be determined, the lessee’s
incremental borrowing rate. The period over which the lease payments are discounted is the reasonably certain lease term,
including renewal options that the REIT is reasonably certain to exercise. Renewal options are included in a number of leases
across the REIT.
Payments associated with short-term leases and leases of low-value assets are recognized as an expense on a straight-line
basis in General and Administrative Expenses or Property Expenses in the Consolidated Statements of Income and
Comprehensive Income. Short-term leases are leases with a lease term of 12 months or less. Variable lease payments that do
not depend on an index or a rate or subject to a fair market value renewal are expensed as incurred and recognized in General
and Administrative Expenses in the Consolidated Statements of Income and Comprehensive Income.
Right-of-use assets are measured at fair value and are included in investment properties in the Consolidated Balance Sheets;
and corresponding fair value adjustments are reflected in Fair Value Adjustment on investment properties in the Consolidated
Statements of Income and Comprehensive Income.
Sale and Leaseback
The accounting treatment of a sale and leaseback transaction is assessed based upon the substance of the transaction and
whether the transfer of an asset is considered as a sale when the control of the asset has been transferred to the purchaser.
CT REIT 2021 ANNUAL REPORT 77
If the transfer of the asset to the REIT as buyer-lessor is considered a sale, the REIT assesses the classification of the lease
as a finance or operating lease; and follows IFRS 16 - Leases accordingly. If the transfer is not considered a sale, the REIT
does not recognize the underlying asset and records a financial asset under IFRS 9 - Financial Instruments for amounts paid
to the seller-lessee.
(e) Revenue recognition
CT REIT has retained substantially all of the risks and benefits of ownership of its investment properties and therefore
accounts for leases with its tenants as operating leases. Revenue recognition under a lease commences when the tenant has
a right to use the leased asset. Generally, this occurs on the lease inception date or, where CT REIT is required to make
additions to the property in the form of tenant improvements that enhance the value of the property, upon substantial
completion of those improvements. Property revenue includes all amounts earned from tenants related to lease agreements
including property tax, operating cost and other recoveries.
The total amount of lease payments to be received from operating leases is recognized on a straight-line basis over the term
of the lease. A straight-line rent receivable, which is included in the carrying amount of investment properties, is recorded for
the difference between the rental revenue recorded and the contractual amount of minimum base rent received or receivable.
(f)
Income taxes
CT REIT is a “mutual fund trust” under the Income Tax Act (Canada). The Trustees intend to distribute or designate all taxable
income directly earned by CT REIT to Unitholders and to deduct such distributions for income tax purposes.
Legislation relating to the federal income taxation of Specified Investment Flow Through (“SIFT”) trusts or partnerships provide
that certain distributions from a SIFT will not be deductible in computing the SIFT’s taxable income and that the SIFT will be
subject to tax on such distributions at a rate that is substantially equivalent to the general tax rate applicable to Canadian
corporations. However, distributions paid by a SIFT as a return of capital should generally not be subject to tax.
Under the SIFT rules, the taxation regime will not apply to a real estate investment trust that meets prescribed conditions
relating to the nature of its assets and revenue (the “REIT Exception”). CT REIT has reviewed the SIFT rules and has
assessed their interpretation and application to CT REIT’s assets and revenue. While there are uncertainties in the
interpretation and application of the SIFT rules, CT REIT believes that it meets the REIT Exception. Accordingly, with the
exception of transactions with the GP, no net current income tax expense or deferred income tax assets or liabilities have been
recorded in the consolidated financial statements.
(g) Class C LP Units
Each series of the Class C LP Units are redeemable, at the option of the holder, at a specified future date and can be settled
at the option of the Partnership in cash or a variable number of Class B LP Units. Accordingly, the Class C LP Units are
classified as financial liabilities and fixed payments on the Class C LP Units are presented as interest expense in the
consolidated statement of income and comprehensive income using the effective interest method.
78 CT REIT 2021 ANNUAL REPORT
(h) Non-controlling interests
Class B LP Units are classified as non-controlling interests and are presented as a component of equity as they represent
equity interests in the Partnership not attributable, directly or indirectly, to CT REIT.
(i) Provisions
A provision is a liability of uncertain timing or amount. Provisions are recognized when CT REIT has a present legal or
constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the
obligation, and the amount can be reliably estimated. Provisions are not recognized for future operating losses. Provisions are
measured at the present value of the expenditures expected to be required to settle the obligation using a discount rate that
reflects current market assessments of the time value of money and the risks specific to the obligation. Provisions are
remeasured at each balance sheet date using the then current discount rate. The increase in the provision due to the passage
of time is recognized as interest expense.
(j) Unit based compensation plans
CT REIT offers a Deferred Unit Plan (the “DU Plan”) for trustees who are not employees or officers of CT REIT or any of its
affiliates, whereby such trustees may elect to receive all or a portion of their annual compensation in deferred units (“DUs”). CT
REIT has a Restricted Unit Plan (the “RU Plan”) for executives, whereby the executives of CT REIT may be issued
discretionary grants or may elect to receive all or a portion of their annual short-term incentive plan awards in restricted units
(“RUs”), and a Performance Unit Plan (the “PU Plan”) whereby the performance units (“PUs”) are granted to certain employees
of CT REIT as part of their long-term incentive plan.
DUs, RUs and PUs are recorded as liabilities and expensed as compensation expense over the vesting period. Accrued
compensation costs under the plans are adjusted to the fair value of the vested units at each reporting date.
(k) Cash and cash equivalents
Cash and cash equivalents include cash and short-term investments with original maturities of three months or less.
(l) Financial instruments and derivatives
Financial assets and financial liabilities are recognized in the consolidated balance sheets when the REIT becomes a party to
the contractual provisions of a financial instrument or non-financial derivative contract. All financial instruments are measured
at fair value on initial recognition.
Transaction costs that are directly attributable to the acquisition or issuance of financial assets and financial liabilities, other
than financial assets and financial liabilities classified as fair value through profit & loss (“FVTPL”), are added to or deducted
from the fair value on initial recognition.
Transaction costs directly attributable to the acquisition of financial assets or financial liabilities classified as FVTPL are
recognized immediately in net income.
The REIT classifies financial assets, at the time of initial recognition, according to the REIT’s business model for managing the
financial assets and the contractual terms of the cash flows.
CT REIT 2021 ANNUAL REPORT 79
Financial assets are subsequently measured at amortized cost if both of the following conditions are met and they are not
designated as at FVTPL: a) the financial asset is held within a business model whose objective is to hold financial assets to
collect contractual cash flows; and b) the contractual terms of the financial asset give rise to cash flows on specified dates that
are solely payments of principal and interest on the principal amount outstanding. These assets are subsequently measured at
amortized cost using the effective interest rate method, less any impairment, with gains and losses recognized in net income in
the period that the asset is derecognized or impaired.
Financial liabilities are subsequently measured at amortized cost using the effective interest rate method with gains and losses
recognized in net income in the period that the liability is derecognized. The REIT measures all financial instruments at
amortized cost, except for liabilities for unit-based compensation plans which are included in other liabilities and carried at fair
value.
The REIT recognizes a loss allowance on a forward-looking basis at an amount equal to the lifetime expected credit losses
("ECL") on its financial assets measured at amortized cost. Lifetime ECL represents the expected credit losses that will result
from all possible default events over the expected life of a financial instrument.
(m) Assets as Held for Sale
Investment properties are classified as assets held for sale when their carrying amount is to be recovered principally through a
sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable
and the asset is available for immediate sale in its present condition. Management must be committed to the sale and it should
be expected to qualify for recognition as a completed sale within one year from the date of classification.
80 CT REIT 2021 ANNUAL REPORT
4. THE PANDEMIC
The global spread of the coronavirus (COVID-19) disease (the "Pandemic") continues to impact the Canadian and global
economies. The REIT remains committed to the health and safety of its employees and tenants, as well as its tenants’
employees and customers. Many of the measures that were introduced at the outset of the Pandemic to reduce the spread of
the virus, remain in place, including the majority of REIT employees continuing to work from home.
Despite the positive impact of vaccination programs throughout Canada, industries, including retail and commercial real estate,
continue to be affected to varying degrees by the Pandemic. It continues to be difficult to predict the duration and impact of the
Pandemic, if any, on the REIT’s business and operations, both in the short and long-term. The REIT has instituted
comprehensive and evolving risk management strategies to support its business and operations in a manner that aims to
address impacts on its key risks. The impact of the Pandemic on liquidity, cash flows, property operations and head office
facilities have been considered while ensuring the maintenance of controls that aim to protect the integrity of the REIT’s
reported financial information and safeguard systems and information. These strategies have been successful to date and
have allowed the REIT to maintain a financially strong business and to continue to support employees, tenants and their
employees and customers.
CT REIT 2021 ANNUAL REPORT 81
5.
INVESTMENT PROPERTIES
The following table summarizes CT REIT’s property portfolio:
Year Ended
December 31, 2021
Year Ended
December 31, 2020
Income-
producing
properties
Properties
Under
Development
Total
investment
properties
Income-
producing
properties
Properties
Under
Development
Total
investment
properties
Balance, beginning of period
6,083,145
57,855
6,141,000
5,932,864
74,118
6,006,982
Property acquisitions (including
transaction costs)
Intensifications
Developments
Development land
Capitalized interest and property taxes
Transfers from PUD
Transfers to PUD
Transfer to asset held for sale
Right-of-use assets
Fair value adjustment on investment
properties
Straight-line rent
Recoverable capital expenditures
Dispositions
100,749
—
100,749
131,762
—
131,762
16,677
16,677
—
—
—
—
7,371
1,911
1,488
16,383
(16,383)
(10,237)
10,237
—
9,945
169,911
6,168
33,994
(214)
—
—
—
—
—
—
—
—
—
—
23,047
53,197
—
23,047
53,197
—
1,283
1,283
111,224
(111,224)
(17,434)
17,434
7,371
1,911
1,488
—
—
—
(20,600)
9,945
5,403
169,911
(87,359)
6,168
10,014
33,994
18,091
(214)
(820)
—
—
(20,600)
5,403
(87,359)
10,014
18,091
(820)
—
—
—
—
—
—
Balance, end of period
$
6,409,844 $
79,156 $
6,489,000 $
6,083,145 $
57,855 $
6,141,000
Investment properties are measured at fair value, determined using the discounted cash flow method. Under this methodology,
discount rates are applied to the projected annual operating cash flows, generally over a minimum term of ten years, and
include a terminal value based on a capitalization rate applied to the estimated net operating income in the terminal year. The
portfolio is internally valued each quarter with external appraisals performed for a portion of the portfolio on a semi-annual
basis. Approximately 80% of the property portfolio (by value) is appraised externally by an independent national real estate
appraisal firm over a four-year period.
Included in the portfolio of properties are 10 (December 31, 2020 – 10) properties which are situated on ground leases with
remaining current terms up to 34 years (December 31, 2020 – up to 35 years), and an average remaining current term of 15
years (December 31, 2020 – 15 years).
The investment property balance includes right-of-use assets of $77,122 as at December 31, 2021 (December 31, 2020 -
$68,270).
The fair value of investment properties is based on Level 3 inputs (see Note 21 (a) for definition of levels). There have been no
transfers between levels during the period.
82 CT REIT 2021 ANNUAL REPORT
The significant inputs used to determine the fair value of CT REIT’s income-producing properties using the discounted cash
flow method are as follows:
Number of properties
Value at the period end
Discount rate1
Terminal capitalization rate1
Hold period (years)
1 Weighted average rate based on the fair value as at the period end date.
Year Ended
Year Ended
December 31, 2021
December 31, 2020
368
363
$
6,489,000
$
6,141,000
6.98 %
6.48 %
12
7.15 %
6.67 %
12
The estimates of fair value are sensitive to changes in the investment metrics and forecasted future cash flows for each
Property. The sensitivity analysis in the table below indicates the approximate impact on the fair value of the portfolio of
Properties resulting from changes in the terminal capitalization and discount rates assuming no changes in other inputs.
Rate sensitivity
+ 75 basis points
+ 50 basis points
+ 25 basis points
Period ended
- 25 basis points
- 50 basis points
- 75 basis points
Year Ended
Year Ended
December 31, 2021
December 31, 2020
Fair value
Change in fair
value
Fair value
Change in fair
value
$
5,852,000 $
(637,000) $
5,545,000 $
(596,000)
6,056,000
(433,000)
5,742,000
(399,000)
6,304,000
(185,000)
5,967,000
(174,000)
$
6,489,000 $
— $
6,141,000 $
—
6,743,000
254,000
6,371,000
7,084,000
595,000
6,623,000
230,000
482,000
$
7,319,000 $
830,000 $
6,898,000 $
757,000
2021 Investment and Development Activity
Funding of investment and development activities for the year ended December 31, 2021 was as follows:
2021 Investment and Development Activity
Funded with working capital to CTC
$
8,096 $
— $
— $
2,600 $
Property
investments
Development
land Developments Intensifications
Funded with working capital to third parties
Funded with CTC Credit Facility
Capitalized interest and property taxes
Issuance of Class B LP Units to CTC
Mortgage assumed
Total costs
3,727
61,423
—
17,357
10,146
1,161
750
—
—
—
7,371
14,056
—
1,488
—
—
21
—
—
—
Total
10,696
26,315
62,194
1,488
17,357
10,146
$
100,749 $
1,911 $
8,859 $
16,677 $
128,196
CT REIT 2021 ANNUAL REPORT 83
2020 Investment and Development Activity
Funding of investment and development activities for the year ended December 31, 2020 was as follows:
Funded with working capital to CTC
$
3,050 $
38,091 $
20,765 $
61,906
2020 Investment and Development Activity
Property
investments
Developments
Intensifications
Total
Funded with working capital to third parties
Funded with CTC Credit Facility
Capitalized interest and property taxes
Issuance of Class B LP Units to CTC
Mortgage assumed
Total costs
6. CLASS C LP UNITS
15,106
2,282 $
22,825
63,200
—
—
1,283
24,120
18,567
—
—
— $
— $
— $
— $
40,213
63,200
1,283
24,120
18,567
$
131,762 $
54,480 $
23,047 $
209,289
The Class C LP Units entitle the holder to a fixed cumulative monthly payment, during the fixed rate period for each Series of
Class C LP Units (the “Current Fixed Rate Period”). Such payments are made in priority to distributions made to holders of the
Class B LP Units and units representing an interest in CT REIT GP Corp. (“GP”), subject to certain exceptions.
On expiry of the Current Fixed Rate Period applicable to each series of Class C LP Units, and each five-year period
thereafter, each such series of Class C LP Units is redeemable at par (together with all accrued and unpaid payments
thereon) at the option of the Partnership or the holder, upon giving at least 120 days’ prior notice. The Partnership also has
the ability to settle any of the Class C LP Units at any time at a price equal to the greater of par and a price to provide a yield
equal to the then equivalent Government of Canada bond yield plus a spread, so long as such redemption is in connection
with a sale of properties.
During the five-year period beginning immediately following the completion of the initial fixed rate period, and each five-year
period thereafter, if not redeemed, the fixed payment rate for Class C LP Units will be reset, and the holders of Class C LP
Units will be entitled, subject to certain conditions, to elect either a fixed rate or variable rate option.
Such redemptions of Class C LP Units (other than upon a change of control of CT REIT) can be settled at the option of the
Partnership, in cash or Class B LP Units of equal value.
84 CT REIT 2021 ANNUAL REPORT
The following table presents the details of the Class C LP Units:
Series
Series 3
Series 4
Series 5
Series 6
Series 7
Series 8
Series 9
Series 16
Series 17
Series 18
Series 19
Expiry of Current
Fixed Rate Period
Annual
distribution rate
during Current
Fixed Rate Period
Carrying amount at
December 31, 2021
Carrying amount at
December 31, 2020
May 31, 2025
May 31, 2024
May 31, 2028
May 31, 2031
May 31, 2034
May 31, 2035
May 31, 2038
May 31, 2025
May 31, 2025
May 31, 2025
May 31, 2025
2.37 % $
200,000 $
4.50 %
4.50 %
5.00 %
5.00 %
5.00 %
5.00 %
2.37 %
2.37 %
2.37 %
2.37 %
200,000
200,000
200,000
200,000
200,000
200,000
16,550
18,500
4,900
11,600
200,000
200,000
200,000
200,000
200,000
200,000
200,000
16,550
18,500
4,900
11,600
Weighted average / Total
4.41 % $
1,451,550 $
1,451,550
For the year ended December 31, 2021, interest expense of $63,962 (2020 - $65,736) was recognized in respect of the Class
C LP Units (see Note 16). The holders of the Class C LP Units may elect to defer receipt of all or a portion of distributions
declared by CT REIT until the first business day following the end of the fiscal year. If the holder so elects to defer receipt of
payments, CT REIT will loan the holder an amount equal to the deferred payment without interest, and the loan will be due
and payable in full on the first business day following the end of the fiscal year in which the loan was advanced, the holder
having irrevocably directed that any payment of the deferred payments be applied to repay such loans. At the election of the
holder, payments on the Class C LP Units for the year ended December 31, 2021 of $58,631 (2020 – $59,898), were
deferred until the first business day following the end of the fiscal year and non-interest bearing loans equal to the deferred
payments were advanced. The net amount of payments due in respect of the Class C LP Units at December 31, 2021 of
$5,330 (2020 – $5,330) is included in other liabilities on the consolidated balance sheets. The loans deferred as at
December 31, 2021 were settled on January 3, 2022.
7. MORTGAGES PAYABLE
Mortgages payable, secured by certain investment properties, include the following:
Current
Non-current
Total
December 31, 2021
December 31, 2020
Face
value
10,081 $
64,942
75,023 $
Carrying 1
amount
10,233 $
65,316
75,549 $
Face
value
420 $
65,415
65,835 $
Carrying
amount
514
65,442
65,956
$
$
1 Includes the fair value of the $10,146 mortgage assumed in connection with a Property acquisition. See Note 5.
CT REIT 2021 ANNUAL REPORT 85
Future repayments are as follows:
2022
2023
2024
2025
2026 and thereafter
Total contractual obligation
Unamortized portion of mark to market on mortgages payable assumed on
the acquisition of properties
Unamortized transaction costs
Principal
amortization
Maturities
$
621 $
378
391
403
103
$
1,896 $
9,460 $
55,700
—
—
7,967
73,127 $
Total
10,081
56,078
391
403
8,070
75,023
579
(53)
$
75,549
In Q4 2021, CT REIT assumed a mortgage payable for $9,638 in connection with the acquisition of an investment property.
Mortgages payable have interest rates that range from 1.84% to 4.50%, and have maturity dates that range from July 2022 to
March 2026. Mortgages payable at December 31, 2021 had a weighted average interest rate of 2.36% (December 31, 2020 –
2.27%). At December 31, 2021, variable rate and fixed rate mortgages were $55,700 (December 31, 2020 – $55,700) and
$19,323 (December 31, 2020 – $10,134), respectively.
Investment properties having a fair value of $162,838 (December 31, 2020 – $138,143) have been pledged as security for
mortgages payable.
8. DEBENTURES
Series
A, 2.85%, June 9, 2022
B, 3.53%, June 9, 2025
C, 2.16%, June 1, 2021
D, 3.29%, June 1, 2026
E, 3.47%, June 16, 2027
F, 3.87%, December 7, 2027
G, 2.37%, January 6, 2031
Total
Current
Non-current
Total
December 31, 2021
December 31, 2020
Face value Carrying amount
Face value
$
150,000 $
149,934 $
150,000 $
200,000
199,416
—
200,000
175,000
200,000
150,000
—
199,401
174,372
199,213
149,126
200,000
150,000
200,000
175,000
200,000
—
Carrying
amount
149,777
199,255
150,000
199,266
174,257
199,080
—
$
$
$
$
1,075,000 $
1,071,462 $
1,075,000 $
1,071,635
150,000 $
149,934 $
150,000 $
925,000 $
921,528 $
925,000 $
150,000
921,635
1,075,000 $
1,071,462 $
1,075,000 $
1,071,635
Debentures as at December 31, 2021, had a weighted average interest rate of 3.28% (December 31, 2020 – 3.25%).
86 CT REIT 2021 ANNUAL REPORT
On January 6, 2021, CT REIT completed the issuance of $150,000 of Series G unsecured debentures with a ten-year term
and a coupon of 2.371% per annum. On January 10, 2021, the net proceeds, along with cash on hand, were used to redeem
the Series C senior unsecured debentures in the aggregate principal amount of $150,000 with a coupon of 2.159% due June
1, 2021.
For the year ended December 31, 2021, amortization of transaction costs of $798 (December 31, 2020 – $940) are included in
net interest and other financing charges on the Consolidated Statements of Income and Comprehensive Income (see Note
16).
9. LEASES
(a) CT REIT as lessee
CT REIT is the tenant under 10 ground leases with third party landlords. The remaining current terms of the ground leases are
between one and 34 years, with an average remaining initial term of 15 years. The majority of the ground lease agreements
are renewable at the end of the current lease term. Assuming all extensions are exercised, the ground leases have remaining
terms between 21 and 49 years with an average remaining lease term of 32 years. For the calculation of lease liabilities, it was
determined that all lease renewal options are reasonably certain to be exercised. There are no variable lease payments or
guaranteed residual payments with respect to the ground leases.
Current
Non-current
Total
December 31, 2021
December 31, 2020
$
$
1,067 $
74,707
75,774 $
1,052
65,830
66,882
The increase of $8,892 from prior year is primarily due to lease amendments.
The contractual undiscounted cash flows of CT REIT lease liabilities are as follows:
Less than one year
Between one and five years
More than five years
Total
December 31, 2021
December 31, 2020
$
$
4,520 $
18,334
150,056
172,910 $
4,512
17,051
138,772
160,335
CT REIT has in place a leverage and liquidity policy to manage its exposure to liquidity risk associated with the contractual
lease liabilities. Details of how CT REIT manages this risk are further discussed under Note 21.
There were no expenses in 2020 and 2021 relating to leases of low-value assets or short-term leases. As well, there were no
variable lease payments included in lease liabilities at any time during 2020 and 2021.
CT REIT 2021 ANNUAL REPORT 87
The total cash outflow for leases in 2021 was $4,667 (2020 - $4,615). There were no gains or losses arising from sale and
leaseback transactions in 2020 and 2021.
(b) CT REIT as a lessor
CT REIT leases income-producing properties (investment properties) to tenants under operating leases. The leases have
staggered initial terms ranging from 1 to 20 years, with a weighted average remaining initial term of approximately 8.5 years.
The portfolio of leases with Canadian Tire generally contain contractual rent escalations of approximately 1.5% per year.
For all income-producing properties, the rental income is fixed under the contracts, but some leases require the lessee to
reimburse certain cost incurred by CT REIT, such as property taxes and operating costs. When this is the case, these amounts
are determined annually.
The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be received
after the reporting date.
Minimum lease receivable
$
399,533
394,297
386,955
372,757
356,367
1,792,050 $ 3,701,959
2022
2023
2024
2025
2026
Thereafter
Total
10. CREDIT FACILITIES
CT REIT’s draws on its credit facilities are comprised of the following:
Bank Credit Facility
CTC Credit Facility
(a) Bank Credit Facility
December 31, 2021
December 31, 2020
$
$
— $
79,300
79,300 $
—
63,200
63,200
CT REIT has a committed, unsecured $300,000 revolving credit facility with a syndicate of major Canadian banks (“Bank
Credit Facility”) expiring in September 2026. The Bank Credit Facility bears interest at a rate based on the banks’ prime rate of
interest or bankers’ acceptances plus a margin. A standby fee is charged on the Bank Credit Facility.
As at December 31, 2021 the Bank Credit Facility had no amounts (December 31, 2020 - nil) drawn under the revolving credit
facility, and $5,817 (December 31, 2020 – $5,564) of outstanding letters of credit.
(b) CTC Credit Facility
CT REIT has an uncommitted, unsecured $300,000 revolving credit facility with CTC (“CTC Credit Facility”) expiring in
December 2022. The CTC Credit Facility bears interest at a rate based on the bank’s prime rate of interest or bankers’
acceptances plus a margin.
88 CT REIT 2021 ANNUAL REPORT
As at December 31, 2021, $79,300 of borrowings were drawn on the CTC Credit Facility (December 31, 2020 – $63,200). As
at December 31, 2021, borrowings under the CTC Credit Facility had an interest rate of 2.61% (December 31, 2020 – 2.45%).
The Bank Credit Facility and the CTC Credit Facility are collectively referred to as the “Credit Facilities”.
11. EQUITY
Authorized and outstanding units
CT REIT is authorized to issue an unlimited number of Units.
The following tables summarize the changes in Units and Class B LP Units:
Total outstanding at beginning of year
Units issued 1
Total outstanding at end of period
1 1,162,913 issued pursuant to the REIT’s distribution reinvestment plan.
Total outstanding at beginning of year
Units issued 1
Total outstanding at end of year
1 1,176,006 issued pursuant to the REIT’s distribution reinvestment plan.
As at December 31, 2021
Units Class B LP Units
Total
105,103,391
125,866,203
230,969,594
1,200,897
1,014,654
2,215,551
106,304,288
126,880,857
233,185,145
As at December 31, 2020
Units
Class B LP
Units
Total
103,927,385
124,289,491
228,216,876
1,176,006
1,576,712
2,752,718
105,103,391
125,866,203
230,969,594
Net income attributable to Unitholders and weighted average units outstanding used in determining basic and diluted net
income per unit for years ended December 31, 2021 and 2020, are calculated as follows, respectively:
For the Year ended December 31, 2021
Units Class B LP Units
Total
Net income attributable to Unitholders - basic
$
208,169 $
248,690 $
456,859
Income effect of settling Class C LP Units with Class B LP Units
Net income attributable to Unitholders - diluted
63,962
$
520,821
Weighted average Units outstanding - basic
105,714,887
126,311,774
232,026,661
Dilutive effect of other unit plans
Dilutive effect of settling Class C LP Units with Class B LP Units
Weighted average number of units outstanding - diluted
298,145
86,182,413
318,507,219
CT REIT 2021 ANNUAL REPORT 89
For the Year ended December 31, 2020
Units
Class B LP Units
Total
Net income attributable to Unitholders - basic
$
83,694 $
99,611 $
Income effect of settling Class C LP Units with Class B LP Units
Net income attributable to Unitholders - diluted
$
183,305
65,736
249,041
Weighted average Units outstanding - basic
104,524,871
124,409,130
228,934,001
Dilutive effect of other unit plans
Dilutive effect of settling Class C LP Units with Class B LP Units
Weighted average number of units outstanding - diluted
Distributions on Units and Class B LP Units
265,900
93,374,550
322,574,451
The following table presents total distributions paid on Units and Class B LP Units:
For the year ended December 31,
Units
Class B LP Unit
2021
2020
Distributions
per unit
Distributions
per unit
$
$
0.822 $
0.822 $
0.793
0.793
On December 15, 2021, CT REIT’s Board declared a distribution of $0.06994 per unit payable on January 17, 2022 to holders
of Units and Class B LP Units of record on December 31, 2021.
On January 14, 2022, CT REIT’s Board declared a distribution of $0.06994 per unit payable on February 15, 2022 to holders
of Units and Class B LP Units of record on January 31, 2022.
Units
Each Unit is transferable and represents an equal, undivided, beneficial interest in CT REIT and any distributions from the
REIT, whether of net income, net realized capital gains, or other amounts, and in the event of the termination or winding-up of
CT REIT, in CT REIT’s net assets remaining after satisfaction of all liabilities. All Units rank among themselves equally and
ratably without discrimination, preference or priority. Each Unit entitles the holder thereof to one vote at all meetings of
Unitholders or with respect to any written resolution of Unitholders. The Units have no conversion, retraction or redemption
rights.
Non-controlling interests
The Class B LP Units are exchangeable on a one-for-one basis (subject to customary anti-dilution provisions) for Units at the
option of the holder. Each Class B LP Unit is accompanied by a Special Voting Unit. The holders of Class B LP Units are
entitled to receive distributions when declared by the Partnership equal to the per Unit amount of distributions payable to each
holder of Units. However, the Class B LP Units have limited voting rights over the Partnership.
90 CT REIT 2021 ANNUAL REPORT
Special Voting Units
Special Voting Units are only issued (i) in tandem with Class B LP Units of the Partnership or (ii) in limited circumstances to
holders of the Class C LP Units and are not transferable separately from the Class B LP Units or Class C LP Units, as the
case may be, to which they relate. Upon any transfer of Class B LP Units or Class C LP Units, as the case may be, such
Special Voting Units will automatically be transferred to the transferee of the Class B LP Units. As Class B LP Units are
exchanged for Units or purchased for cancellation, the corresponding Special Voting Units will be cancelled for no
consideration.
Each Special Voting Unit entitles the holder thereof to one vote at all meetings of Unitholders or with respect to any resolution
in writing of Unitholders. Except for the right to attend and vote at meetings of the Unitholders or with respect to written
resolutions of the Unitholders, Special Voting Units do not confer upon the holders thereof any other rights. A Special Voting
Unit does not entitle its holder to any economic interest in CT REIT, or to any interest or share in CT REIT, or to any interest in
any distributions (whether of net income, net realized capital gains, or other amounts), or to any interest in any net assets in
the event of termination or winding-up.
CT REIT’s Board retains full discretion with respect to the timing and quantum of distributions. Declared distributions are paid
to Unitholders of record at the close of business on the last day of the month on or about the 15th day of the following month.
12. UNIT-BASED COMPENSATION PLANS
Deferred Unit Plan for Trustees
CT REIT offers a Deferred Unit (“DU”) Plan for members of its Board who are not also employees or officers of the REIT or
any of its Affiliates. Under this plan, eligible trustees may elect to receive all or a portion of their annual trustee fees in DUs.
DUs are paid out in equivalent Units of CT REIT or, at the election of the trustee, in cash, following the trustee’s departure from
the Board.
As at December 31, 2021, accrued DU compensation costs, which are included in other liabilities, totalled $4,156 (2020 –
$3,136). Compensation expense recorded related to DU’s for the year ended December 31, 2021 was $454 (2020 - $(17)).
The fair value of DUs is equal to the trading price of Units, which is a Level 1 input (see Note 21(a)).
Performance Unit Plan for Employees
CT REIT offers Performance Units (“PUs”) to certain employees that generally vest after three years. Each PU entitles the
employee to receive a cash payment equal to the fair market value of Units of CT REIT, multiplied by a factor determined by
specific performance-based criteria, as set out in the PU Plan.
As at December 31, 2021, accrued PU compensation costs, which are included in other liabilities, totalled $4,294 (2020 -
$3,865). Compensation expense recorded for the year ended December 31, 2021 for PUs granted to employees was $2,671
(2020 - $2,029). The fair value of PUs is equal to the trading price of Units, which is a Level 1 input (see Note 21(a)).
CT REIT 2021 ANNUAL REPORT 91
Restricted Unit Plan for Executives
CT REIT offers a Restricted Unit (“RU”) Plan for its executives. RUs may be issued as discretionary grants or executives may
elect to receive all or a portion of their short term incentive plan in RUs. At the end of the vesting period which is generally
three years from the date of grant (in the case of discretionary grants) or five years from the short term incentive plan bonus
payment date (in the case of deferred bonus grants), the executives will receive an equivalent number of Units issued by CT
REIT or, at the executive’s election, the cash equivalent thereof.
As at December 31, 2021, accrued RU compensation costs, which are included in other liabilities, totalled $1,038 (2020 -
$1,414). Compensation expense for the year ended December 31, 2021 was $253 (2020 - $53). The fair value of RUs is equal
to the trading price of Units, which is a Level 1 input (see Note 21(a)).
13. NON-CONTROLLING INTERESTS
Details of non-wholly owned subsidiaries of CT REIT that have material non-controlling interests are as follows:
Name of Subsidiary
CT REIT Limited Partnership
Proportion of ownership interests
held by non-controlling interests
Net income and comprehensive income
allocated to non-controlling interests
As at
December
31, 2021
As at December 31,
2020
For the year ended
December 31, 2021
For the year ended
December 31, 2020
54.41 %
54.49 % $
248,690 $
99,611
There are no restrictions on CT REIT’s ability to access or use the assets and settle the liabilities of its subsidiaries and there
are no contractual arrangements that could require CT REIT to provide financial support to its subsidiaries.
14. REVENUES AND EXPENSES
(a) Property revenue
The components of property revenue are as follows:
Base minimum rent
Straight-line rent
Subtotal base rent
Property operating expense recoveries
Capital expenditure and interest recovery charge
Other revenues
Property revenue
CTC
Other
For the Year ended
December 31, 2021
$
$
358,175 $
34,520 $
5,349
363,524 $
86,338
11,270
3
819
35,339 $
17,010
136
917
$
461,135 $
53,402 $
392,695
6,168
398,863
103,348
11,406
920
514,537
92 CT REIT 2021 ANNUAL REPORT
Base minimum rent
Straight-line rent
Subtotal base rent
Property operating expense recoveries
Capital expenditure and interest recovery charge
Other revenues
Property revenue
(b) Property expense
$
$
$
CTC
344,092 $
9,251
353,343 $
85,360
9,924
2
448,629 $
Other
34,869 $
763
35,632 $
16,897
155
1,035
53,719 $
For the Year ended
December 31, 2020
378,961
10,014
388,975
102,257
10,079
1,037
502,348
The major components of property expense consist of property taxes and other recoverable operating costs:
For the year ended December 31,
Property taxes
Operating costs
Property management 1
Property expense
1 Includes $599 (2020 - $643) payable to CTC. See Note 20.
15. GENERAL AND ADMINISTRATIVE EXPENSE
General and administrative expense is comprised of the following:
For the year ended December 31,
Personnel expense 1
Services Agreement with CTC 2
Public entity and other 1
General and administrative expense
$
$
$
$
2021
89,097 $
14,156
4,037
107,290 $
2020
89,237
18,393
3,138
110,768
2021
9,637
1,081
3,875
14,593 $
2020
7,988
1,112
3,918
13,018
1 Includes unit-based awards, including (gain) loss adjustments as a result of the change in the fair market value of the Units of $990 (2020 - $134) for the year ended December 31, 2021.
2 See Note 20.
CT REIT 2021 ANNUAL REPORT 93
16. NET INTEREST AND OTHER FINANCING CHARGES
Net interest and other financing charges are comprised of the following:
For the year ended December 31,
Interest on Class C LP Units 1
Interest and financing costs - debentures
Interest and financing costs - Credit Facilities 2
Interest on mortgages payable
Interest on lease liabilities
Less: capitalized interest
Interest expense and other financing charges
Less: interest income
Net interest and other financing charges
1 Paid or payable to CTC.
2 See Note 20.
$
$
$
$
17. CHANGES IN WORKING CAPITAL AND OTHER
Changes in working capital are comprised of the following:
For the year ended December 31,
Changes in working capital and other
Tenant and other receivables
Other assets
Other liabilities
Other
Changes in working capital and other
18. SEGMENTED INFORMATION
$
$
2021
63,962 $
36,108
1,503
1,408
3,615
106,596 $
(876)
105,720 $
(14)
105,706 $
2021
2,027 $
260
19,493
(964)
20,816 $
2020
65,736
36,615
1,247
1,665
3,624
108,887
(844)
108,043
(145)
107,898
2020
(2,029)
(13)
4,304
(17)
2,245
CT REIT has one segment for financial reporting purposes which comprises the ownership and management of primarily net
lease single-tenant retail investment properties located across Canada.
19. COMMITMENTS AND CONTINGENCIES
CT REIT has agreed to indemnify, in certain circumstances, the trustees and officers of CT REIT and its subsidiaries.
As at December 31, 2021, CT REIT had obligations of $273,915 (December 31, 2020 – $132,715) in future payments for the
completion of developments. Included in the commitments is $219,147 due to CTC.
94 CT REIT 2021 ANNUAL REPORT
20. RELATED-PARTY TRANSACTIONS
In the normal course of operations, CT REIT enters into various transactions with related parties that have been measured at
amounts agreed to between the parties and are recognized in the consolidated financial statements.
(a) Arrangements with CTC
Services Agreement
Under the services agreement between the Partnership and CTC entered into on October 23, 2013 (“Services Agreement”),
CTC provides the REIT with certain administrative, information technology, internal audit and other support services as may
be reasonably required from time to time (the “Services”). CTC provides these Services to the REIT on a cost recovery basis
pursuant to which CT REIT reimburses CTC for all costs and expenses incurred by CTC in connection with providing the
Services, plus applicable taxes. The Services Agreement is automatically renewable for one year terms, unless otherwise
terminated in accordance with its terms. The Services Agreement was automatically renewed for 2021 and CTC will continue
to provide such Services on a cost recovery basis.
Property Management Agreement
Under the property management agreement, between the Partnership and CTC entities entered into on October 23, 2013
(“Property Management Agreement”), CTC provides the REIT with certain property management services (the ‘‘Property
Management Services’’). CTC provides these Property Management Services to the REIT on a cost recovery basis pursuant
to which the REIT reimburses CTC for all costs and expenses incurred by CTC in connection with providing the Property
Management Services, plus applicable taxes. The Property Management Agreement is automatically renewable for one year
terms, unless otherwise terminated in accordance with its terms. The Property Management Agreement was automatically
renewed for 2021 and CTC will continue to provide such Property Management Services on a cost recovery basis.
CTC Credit Facility
CT REIT entered into the CTC Credit Facility made as of December 18, 2019 which is automatically renewed for one year
terms, unless otherwise terminated in accordance with its terms. The CTC Credit Facility was renewed in December 2021 and
expires on December 31, 2022. The CTC Credit Facility bears interest at a rate based on the bank’s prime rate of interest or
bankers’ acceptances, plus a margin.
(b) Transactions and balances with related parties
Transactions with CTC are comprised of the following, excluding acquisition, intensification and development activities with
CTC which are contained in Note 5:
For the year ended December 31,
Rental revenue
Property Management and Services Agreement expense
Distributions on Units
Distributions on Class B LP Units 1
Interest expense on Class C LP Units
Interest expense on the CTC Credit Facility
Note
14
16
16
$
$
$
$
$
$
1 Includes distributions deferred at the election of the holders of the Class B LP Units.
2021
461,135 $
1,680 $
28,016 $
104,175 $
63,962 $
386 $
2020
448,629
1,755
26,988
98,857
65,736
72
CT REIT 2021 ANNUAL REPORT 95
The net balance due to CTC is comprised of the following:
As at
Tenant and other receivables
Class C LP Units
Amounts payable on Class C LP Units
Loans receivable in respect of payments on Class C LP Units
Other liabilities
Distributions payable on Units and Class B LP Units 1
Loans receivable in respect of distributions on Class B LP Units
CTC Credit Facility 2
Net balance due to CTC
1 Includes distributions deferred at the election of the holders of the Class B LP Units.
2 See Note 10.
December 31, 2021
December 31, 2020
$
299 $
(1,549)
1,451,550
1,451,550
63,962
(58,631)
3,527
34,149
(22,898)
79,300
65,228
(59,898)
29,467
31,343
(20,643)
63,200
$
1,551,258 $
1,558,698
(c) Compensation of executives and independent trustees
The remuneration of the chief executive officer, chief financial officer, chief operating officer and the trustees who were not
employees or officers of the REIT or any of its affiliates, is as follows:
For the year ended December 31,
Salaries and short-term employee benefits
Unit-based awards 1
Total
$
$
2021
3,283 $
2,435
5,718 $
2020
3,127
1,394
4,521
1 Unit-based awards, as described in Note 12, includes increase in expense as a result of the change in the fair market value of the Units of $849 (2020 - $96).
The remuneration of the chief executive officer, chief financial officer and chief operating officer consist principally of base
salary, short-term cash incentives and long-term incentives (in the form of unit-based awards). The remuneration is determined
by CT REIT’s Board of Trustees, on the recommendation of the Governance, Compensation and Nominating Committee.
The compensation of trustees, who are not employees or officers of CT REIT or any of its affiliates, consists of an annual
retainer and meeting fees.
21. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
a) Fair value of financial instruments
For financial reporting purposes, fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which
the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its
entirety, which are described as follows:
•
•
Level 1 inputs: Are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can
access at the measurement date;
Level 2 inputs: Are inputs, other than quoted prices included within Level 1, that are observable for the asset or
liability, either directly or indirectly; and
96 CT REIT 2021 ANNUAL REPORT
•
Level 3 inputs: Are unobservable inputs for the asset or liability.
The fair values of the Class C LP Units and mortgages payable are determined by discounting contractual principal and
interest payments at estimated current market interest rates for the instrument. Current market interest rates are determined
with reference to current benchmark rates for a similar term and current credit spreads for debt with similar terms and risks.
The fair value of each of the Class C LP Units, debentures and mortgages payable at December 31, 2021, was $1,635,161,
$1,109,225 and $75,853, respectively. The fair value measurement of the Class C LP Units and mortgages payable is based
on Level 2 inputs. The significant inputs used to determine the fair value of the Class C LP Units and mortgages payable are
interest rates, term to maturity, and credit spreads. The debentures are actively traded on the secondary market and the fair
value is determined using Level 1 inputs. There have been no transfers during the period between levels.
Financial assets consist of cash and cash equivalents, tenant and other receivables and deposits which are classified at
amortized cost. Financial liabilities, other than those discussed in the preceding paragraph, consist of other liabilities, Credit
Facilities and distributions payable, which are carried at amortized cost, except for liabilities for unit-based compensation plans
which are included in other liabilities and are carried at fair value, equivalent to the trading price of Units, which is a Level 1
input. The carrying amounts of the liabilities for the unit-based compensation plans approximate their fair value due to their
short-term nature.
(b) Financial risk management
In the normal course of business, CT REIT has exposure to risks from its use of financial instruments. CT REIT is exposed to
liquidity and credit risk in connection with its financial instruments. Financial risk management policies are established for CT
REIT to identify and analyze the risks faced by CT REIT, to set acceptable risk tolerance limits and controls and to monitor
risks and adherence to limits. CT REIT is not exposed to significant currency or market risk arising from financial instruments.
Additionally, CT REIT’s exposure to interest rate changes is limited as a significant portion of its indebtedness is at fixed
interest rates. Exposure to variable interest rates is dependent on the extent to which CT REIT has short term borrowings
under its credit facilities, any new debt is issued or assumed on acquisitions, new series of Class C LP Units are issued to
finance future real estate transactions or any existing Class C LP Units being re-priced or redeemed, as all are market
dependent (see Note 6).
Liquidity risk
Liquidity risk is the risk that CT REIT will encounter difficulty in meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. CT REIT’s approach to managing liquidity is to ensure that it has
sufficient liquidity available through cash, assets readily convertible to cash and committed bank lines of credit to support its
monthly cash distributions to Unitholders, meet operating and plan requirements and meet unexpected financial challenges.
CT REIT has in place a leverage and liquidity policy to manage its exposure to liquidity risk.
Management has identified key financial credit metric ratios and calculates these ratios in a manner to approximate the
methodology of credit rating agencies. Management monitors these metrics against the credit rating agencies’ targets to
maintain investment-grade ratings from two credit rating agencies.
CT REIT 2021 ANNUAL REPORT 97
CT REIT uses a detailed consolidated cash flow forecast model to regularly monitor its near-term and longer-term cash flow
requirements, which assists in optimizing its cash distributions to Unitholders and evaluating longer-term funding strategies.
CT REIT has access to several financing sources to ensure that the appropriate level of liquidity is available to meet its
monthly distributions and objectives, including both its committed and uncommitted Credit Facilities, each totaling $300,000,
direct access to debt and equity markets (subject to consent from CTC), and cash flows from property operations.
Credit risk
Credit risk is the risk of financial loss if a counterparty to a financial instrument fails to meet its contractual obligations and
arises principally from CT REIT’s tenants (which may experience financial difficulty and be unable to meet their lease
obligations) and from investment securities counterparties. CTC is CT REIT’s most significant tenant and will be for the
foreseeable future. CT REIT’s revenues will be largely dependent on the ability of CTC to meet its rent obligations.
CT REIT has a Financial Risk Management Board Policy in place for management of counterparty risk related to investing
activity. The overall credit risk compliance mechanisms established in this policy include credit rating requirements, approval
authorities, counterparty limits, notional limits, term to maturity and portfolio diversification requirements. CT REIT limits its
exposure to credit risk by investing only in highly liquid and rated term deposits, bankers’ acceptances or other approved
securities and only with highly rated financial institutions and government counterparties.
Interest rate risk
Interest rate risk is the potential for financial loss arising from increases in interest rates. CT REIT has minimal exposure to
interest rate changes as the initial rate on the Class C LP Units, debentures and certain mortgages payable are at fixed
interest rates. CT REIT incurs variable rate indebtedness through certain mortgages payable and borrowings under its Credit
Facilities. CT REIT currently has $79,300 (2020 - $63,200) in short-term borrowings outstanding under its Credit Facilities. CT
REIT may incur indebtedness in the future that bears interest at a variable interest rate or may be required to issue new debt
or refinance existing debt at higher interest rates.
22. CAPITAL MANAGEMENT AND LIQUIDITY
CT REIT’s objectives when managing capital are to ensure access to capital and sufficient liquidity is available to meet its
financial obligations when due, support ongoing property operations, developments and acquisitions while generating reliable,
durable and growing monthly cash distributions on a tax-efficient basis to maximize long-term Unitholder value.
The definition of capital varies from entity to entity, industry to industry and for different purposes. CT REIT’s strategy and
process for managing capital is driven by requirements established under its declaration of trust as amended and restated as
of October 22, 2013 and as further amended and restated as of April 5, 2020 and as may be further amended from time to
time ("Declaration of Trust"), the trust indenture dated June 9, 2015, as supplemented by supplemental indentures thereto
(collectively, the “Trust Indenture”) and the Credit Facilities.
98 CT REIT 2021 ANNUAL REPORT
The following schedule details the capitalization of CT REIT:
As at
Liabilities
Class C LP Units
Mortgages payable
Debentures
Credit Facilities
Equity
Unitholders’ equity
Non-controlling interests
Total
December 31, 2021
December 31, 2020
$
1,451,550 $
1,451,550
75,549
1,071,462
79,300
1,622,365
2,055,784
$
6,356,010 $
65,956
1,071,635
63,200
1,481,849
1,894,021
6,028,211
CT REIT’s Class C LP Units have a fixed, cumulative, preferential cash distribution, if, as and when declared by the board of
directors of the GP.
Under the Declaration of Trust, the Trust Indenture, and the Credit Facilities, key financial covenants are reviewed on an
ongoing basis by management to monitor compliance with the agreements. The key financial covenants for CT REIT are as
follows:
•
a requirement to maintain, at all times:
◦
◦
◦
◦
◦
a specified maximum ratio of total indebtedness of CT REIT (plus the aggregate par value of the Class C LP
Units) to gross book value of assets
a specified maximum ratio of total secured indebtedness of CT REIT (plus the aggregate par value of the
Class C LP Units) to gross book value of assets
a minimum Unitholders’ equity
a ratio of unencumbered assets to unconsolidated unsecured indebtedness
a specified minimum debt service coverage ratio defined as earnings before interest and taxes as a
percentage of interest expense, which for greater clarity includes payments on the Class C LP Units
As at December 31, 2021, CT REIT was in compliance with all of its financial covenants. Under these financial covenants, CT
REIT has sufficient flexibility to fund business growth and maintain or amend distribution rates within its existing distribution
policy.
CT REIT’s strategy is to satisfy its liquidity needs using cash flows generated from operating activities and cash provided by
financing activities. Rental income, recoveries from tenants, interest and other income, draws on the Credit Facilities and
further issuance of debt and equity are CT REIT’s principal sources of liquidity used to pay operating expenses, distributions,
debt service, and recurring capital and leasing costs for its Properties.
The principal liquidity needs for periods beyond the next year are for redemptions of Class C LP Units upon scheduled expiry
of the Initial Fixed Rate Period, refinancing and interest on debentures, capital expenditures, Credit Facilities and Unit
distributions. CT REIT’s strategy is to meet these needs through cash flows generated from operating activities and further
issuance of debt and equity.
CT REIT 2021 ANNUAL REPORT 99
The following table presents the contractual maturities of CT REIT’s financial liabilities:
Class C LP Units 1
Debentures 2
Total
2022
2023
2024
2025
2026
2027 and
thereafter
$ 1,451,550 $
— $
— $ 200,000 $251,550 $
— $ 1,000,000
1,075,000 150,000
—
— 200,000 200,000
525,000
Payments on Class C LP Units 1
616,537
63,962
63,962
58,712
51,484
49,000
329,417
Interest on debentures
Credit Facilities
168,207
33,128
30,989
30,989
27,462
20,646
24,993
79,300
79,300
—
—
—
—
—
Future undiscounted lease liabilities payments
172,910
4,520
4,480
4,490
4,619
4,745
150,056
Mortgages payable
Other liabilities
Distributions payable 3
Payable on Class C LP Units, net of loans
receivable
Interest on mortgages payable
Interest on CTC Credit Facility
75,023
10,081
56,078
391
403
8,070
40,665
35,168
5,497
16,309
16,309
—
—
—
—
—
5,330
5,330
—
—
—
2,871
1,742
517
280
267
131
131
—
—
—
—
—
—
65
—
—
—
—
—
—
—
Total
$ 3,703,833 $ 399,671 $ 161,523 $ 294,862 $ 535,785 $ 282,526 $ 2,029,466
1 Assumes redemption on Current Fixed Rate Period for each series.
2 Refer to Note 23.
3 On Units and Class B LP Units.
23. SUBSEQUENT EVENT
On February 3, 2022, CT REIT completed the issuance of $250,000 of Series H unsecured debentures with a seven-year term
and a coupon of 3.029% per annum. On February 11, 2022, the net proceeds were used to redeem the Series A senior
unsecured debentures in the aggregate principal amount of $150,000 with a coupon of 2.852% due June 9, 2022. The
remaining net proceeds were used to repay amounts outstanding on the CTC Credit Facility and for general business
purposes.
100 CT REIT 2021 ANNUAL REPORT
GLOSSARY OF TERMS
Glossary of Terms
“Affiliate” means an affiliate, as such term is defined in the Securities Act (Ontario) of CT REIT (including a partnership or
trust controlled by the REIT).
“AFFO” is a non-GAAP financial measure and has the meaning given to that term in Real Property Association of Canada
(“REALPAC”) under its publications, “REALPAC Funds From Operations & Adjusted Funds From Operations for
IFRS” (“REALPAC FFO & AFFO”). It is calculated as FFO subject to certain adjustments to remove the impact of recognizing
property rental revenues or expenses on a straight-line basis, and the deduction of a reserve for normalized maintenance
capital expenditures, tenant inducements and leasing commissions.
“Atlantic Canada” means the provinces of New Brunswick, Newfoundland and Labrador, Nova Scotia and Prince Edward
Island.
“Board” means the Board of Trustees of the REIT.
“Change of Control” means the acquisition by a person, or group of persons acting jointly or in concert, directly or indirectly,
other than CTC or any of its Subsidiaries, of more than 50% of the aggregate voting rights attached to the Units and Special
Voting Units of the REIT (taking into account (i) full dilution from the exchange of all then-outstanding Class B LP Units into
Units of the REIT; and (ii) in respect of any other securities that are convertible or exchangeable into Units of the REIT, only
dilution resulting from the conversion or exercise of such other convertible or exchangeable securities held by such person or
group of persons).
“Class A LP Units” means, collectively, the Class A limited partnership units of the Partnership. “Class A LP Unit” means any
one of them.
“Class B LP Units” means, collectively, the Class B limited partnership units of the Partnership, and “Class B LP Unit” means
any one of them.
“Class C LP Units” means, collectively, the Class C limited partnership units of the Partnership, and “Class C LP Unit” means
any one of them.
“Competitor” means a person who carries on business, or any person who controls or is controlled by such person, in one or
more of the following categories: hardware, automotive, sporting goods, apparel and housewares.
“CTC” means Canadian Tire Corporation, Limited together with its Subsidiaries (excluding the REIT and the REIT’s
Subsidiaries), or, as the context requires, any of them.
“CTC Banner” means a CTC name or trademark, including the Canadian Tire, Mark’s , Sport Chek, Sports Experts and
Atmosphere, names or trademarks.
CT REIT 2021 ANNUAL REPORT 101
GLOSSARY OF TERMS
“CTREL” means Canadian Tire Real Estate Limited, a wholly-owned Subsidiary of CTC.
“Development Agreement” means the development agreement among the REIT, the Partnership, CTREL and CTC entered
into on October 23, 2013, as further described under “Arrangements with CTC - Commercial Agreements with CTC -
Development Agreement” of the AIF.
“Development Properties” means those Properties being developed or redeveloped, but excludes properties undergoing
intensification activities, consisting of the construction of additional buildings on existing assets and modifications to existing
buildings, as well as the redevelopment of mixed-use properties.
“EBITFV” is a non-GAAP measure of operating cash flow. It is calculated as net income in accordance with GAAP, adjusted by
removing the impact of; (i) non-cash adjustments including fair value adjustments on investment properties; (ii) interest
expense and other financing costs; (iii) income tax expense; (iv) gains or losses the sale of investment properties; and (v) non-
recurring items that may occur under IFRS.
“ECL” means expected credit losses.
“FFO” is a non-GAAP financial measure and has the meaning given to it in the REALPAC FFO & AFFO. It is calculated as net
income in accordance with GAAP, adjusted by removing the impact of: (i) fair value adjustments on investment properties; (ii)
other fair value adjustments; (iii) gains and losses on the sale of investment properties; (iv) incremental leasing costs; (v)
operational revenue and expenses from right-of-use assets; and (vi) deferred taxes.
“FVTPL” means fair value through profit or loss.
“GAAP” means generally accepted accounting principles in Canada (which for Canadian reporting issuers is IFRS) as in effect
from time to time and as adopted by the REIT from time to time for the purposes of its public financial reporting.
“GLA” means gross leasable area.
“Gross Book Value” means at any time the total assets of the REIT as shown in its then most recent Consolidated Balance
Sheets.
“IFRS” means International Financial Reporting Standards as issued by the International Accounting Standards Board and as
adopted by the Chartered Professional Accountants of Canada in Part I of The CPA Canada Handbook - Accounting, as
amended from time to time.
“Intensification” means the development of a property, site or area at a higher density than currently exists, through
development, redevelopment, infill and expansion or conversion of existing buildings.
“Investment Properties” means the portfolio of properties owned by the REIT
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GLOSSARY OF TERMS
“NOI” means property revenue less property expense and is further adjusted for straight-line rent.
“Property Management Agreement” means the property management agreement among the Partnership, CTC and CTREL
entered into on October 23, 2013, as further described under “Arrangements with CTC - Commercial Agreements with CTC -
Property Management Agreement” of the AIF.
“Properties Under Development” means that portion of any (i) Development Property, (ii) Properties undergoing
intensification activities, consisting of the construction of additional buildings on existing assets and modifications to existing
buildings, and (iii) mixed use properties being developed or redeveloped.
“REIT Exception” means the exclusion from the definition of “SIFT trust” in the Tax Act for a trust qualifying as a “real estate
investment trust” under the Tax Act.
“ROFO Agreement” means the right of first offer agreement among the REIT, the Partnership and CTC entered into on
October 23, 2013, as described under “Arrangements with CTC - Commercial Agreements with CTC” of the AIF.
“Services Agreement” means the services agreement among the REIT, the Partnership and CTC entered into on October 23,
2013 pursuant to which CTC or certain of its Subsidiaries provide the Services, as further described under “Arrangements with
CTC - Commercial Agreements with CTC - Services Agreement” of the AIF.
“SIFT Rules” means the specified investment flow-through rules applicable to SIFT trusts and SIFT partnerships in the Tax
Act.
“Special Voting Units” means special voting units of the REIT, and “Special Voting Unit” means any one of them.
“Unitholders” means holders of Units, and “Unitholder” means any one of them.
“Units” means trust units in the capital of the REIT, other than Special Voting Units, and “Unit” means any one of them.
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Canadian Tire Corporation Distribution Centre (DC) in Coteau-du-Lac, Quebec. The DC was acquired by CT REIT in October 2013 and is currently
undergoing a 322,000 square foot expansion. Once construction is complete in May 2022, the DC will be approximately 2 million square feet. As part of the
expansion, several sustainability initiatives are being added including the retrofitting of all exterior lighting to LED, increased roof insulation and retrofitting
of all new and existing loading docks with insulated door leveler seals.
CT Real Estate Investment Trust
2180 Yonge Street, P.O. Box 770, Station K, Toronto, Ontario, Canada M4P 2V8
Visit our website at
ctreit.com