MORGUARD REAL ESTATE INVESTMENT TRUST

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1 MORGUARD REAL ESTATE INVESTMENT TRUST SECOND QUARTER RESULTS 2015 MANAGEMENT S DISCUSSION AND ANALYSIS AND CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

2 PART I BASIS OF PRESENTATION Financial data included in this Management s Discussion and Analysis ( MD&A ) for the three and six months ended June 30, 2015, includes material information up to August 5, Except as outlined below, financial data provided has been prepared in accordance with International Financial Reporting Standards ( IFRS ) IAS 34, "Interim Financial Reporting", as issued by the International Accounting Standards Board ( IASB ). In this MD&A the discussion of the Morguard Real Estate Investment Trust s ( the Trust ) operating results is based on financial information developed using proportionate consolidation for all the Trust s joint arrangements, including those joint ventures accounted for using the equity method, as required by IFRS 11. Management believes that presenting the operating and financial results of the Trust s joint arrangements using proportionate consolidation provides more useful information to both current and prospective investors to assist them with their understanding of the Trust s financial performance. From time to time, the Trust will undertake to actively dispose of certain assets. In these circumstances management has determined that the performance of ongoing operations is of greatest importance to its stakeholders. As a result, in this MD&A the discussion of the Trust s property performance for the purpose of some measures is focused on income producing properties, which excludes properties held for sale. The following discussion and analysis are intended to provide readers with an assessment of the performance of the Trust over the three months, as well as its financial position and future prospects. This discussion should be read in conjunction with the condensed consolidated financial statements and accompanying notes for the three months and six months ended June 30, Historical results, including trends that might appear, should not be taken as indicative of future operations or results. All dollar references, unless otherwise stated, are in thousands of Canadian dollars, except per unit amounts. PART X provides reconciliations between selected financial information from the Trust s condensed consolidated financial statements and the financial information used in this MD&A. FORWARD-LOOKING DISCLAIMER Certain information in this MD&A may constitute forward-looking statements that involve a number of risks and uncertainties, including statements regarding the outlook for the Trust s business results of operations. Forwardlooking statements use the words believe, expect, anticipate, may, should, intend, estimate and other similar terms, which do not relate to historical matters. Such forward-looking statements involve known and unknown risks and 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, the availability of new competitive supply of commercial real estate that may become available either through construction or sublease, the Trust s ability to maintain occupancy and to lease or re-lease space on a timely basis at current or anticipated rates, tenant bankruptcies, financial difficulties and defaults, changes in interest rates, changes in operating costs, the Trust s ability to obtain adequate insurance coverage at a reasonable cost and the availability of financing. The Trust believes that the expectations reflected in forward-looking statements are based on reasonable assumptions; however, the Trust can give no assurance that actual results will be consistent with these forward-looking statements. Except as required by applicable law; the Trust disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise. Readers should be cautioned not to place undue reliance on the forward-looking statements. MORGUARD.COM 2

3 FINANCIAL MEASURES The Trust uses supplemental measures such as net operating income ( NOI ), funds from operations ( FFO ) and adjusted funds from operations ( AFFO ) to manage its financial performance. These measures are not defined by IFRS and therefore should not be construed as substitutes to net income or cash flows from operating activities calculated in accordance with IFRS. Furthermore, the Trust s method of calculating these supplemental measures may differ from other issuers methods and accordingly, may not be comparable to measures reported by other issuers. SUMMARY OF SELECTED QUARTERLY INFORMATION The selected quarterly information highlights certain key metrics for the Trust, over the most recently completed eight quarters. These measures from time to time may reflect fluctuations, caused by the underlying impact of seasonal or non-recurring items, including acquisitions, divestitures, developments, leasing and maintenance expenditures, along with any associated financing requirements. These items along with the ongoing financing activities for the existing portfolio can dramatically affect the results. ADDITIONAL INFORMATION Additional information relating to the Trust, including the audited consolidated financial statements, Annual Information Form ( AIF ), Material Change Reports and all other continuous disclosure documents required by securities regulators, are filed on the System for Electronic Document Analysis and Retrieval ("SEDAR") and can be accessed electronically at REVIEW AND APPROVAL BY THE BOARD OF TRUSTEES The Board of Trustees ( the Trustees ), upon the recommendation of its Audit Committee, approved the contents of this MD&A on August 5, MORGUARD.COM 3

4 SUMMARY OF SELECTED QUARTERLY INFORMATION TABLE 1 In thousands of dollars, except per-unit amounts Q2 Q1 Q4 Q3 Q2 Q1 Q4 Q Revenue from real estate properties $70,701 $74,542 $77,456 $72,876 $73,925 $74,204 $73,122 $68,945 Net operating income 39,991 42,388 43,844 41,566 42,718 41,611 42,283 39,634 Income before fair value (losses)/gains, (loss)/gain on sale of real estate properties and net income/(loss) from equity-accounted investments 24,223 26,363 27,356 24,423 25,951 24,970 26,195 23,544 Fair value (losses)/gains on real estate properties (45,295) (11,167) (894) (5,283) 7,168 10,248 26,512 6,888 Loss on sale of real estate properties (22) (15) Net income/(loss) from equity-accounted investments (2,953) 846 1,032 1, ,248 Net (loss)/income for the period (20,217) 16,023 23,487 19,971 34,151 36,273 53,560 31,680 Funds from operations 25,050 27,174 28,154 25,300 27,022 26,040 27,144 24,329 Adjusted funds from operations 18,754 20,414 21,314 18,573 20,192 19,193 19,777 10,955 Amount presented on a per unit basis Net (loss)/income for the period Basic ($0.33) $0.26 $0.38 $0.32 $0.55 $0.58 $0.86 $0.50 Diluted ($0.33) $0.25 $0.36 $0.31 $0.51 $0.54 $0.77 $0.46 Funds from operations Basic $0.40 $0.44 $0.45 $0.41 $0.43 $0.42 $0.44 $0.38 Diluted 1 $0.40 $0.42 $0.44 $0.40 $0.42 $0.41 $0.42 $0.38 Adjusted funds from operations Basic $0.30 $0.33 $0.35 $0.30 $0.32 $0.31 $0.32 $0.17 Diluted 1 $0.30 $0.33 $0.34 $0.30 $0.32 $0.31 $0.32 $0.17 Cash distributions per unit $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 $0.24 Payout ratio Adjusted funds from operations % 72.7% 68.6% 80.0% 75.0% 77.4% 75.0% 141.2% Weighted average number of unit as at quarter-end (in thousands) Basic 62,084 62,170 62,161 62,149 62,138 62,225 62,222 63,489 Diluted 1 68,181 68,267 68,258 68,246 68,235 68,322 68,319 69,586 Balance sheets Total assets $2,940,362 $2,996,592 $3,016,496 $3,022,315 $3,021,787 $2,964,912 $2,942,799 $2,790,114 Total liabilities $1,372,549 $1,388,025 $1,409,415 $1,424,282 $1,429,302 $1,390,444 $1,390,061 $1,269,460 Total equity $1,567,813 $1,608,567 $1,607,081 $1,598,033 $1,592,485 $1,574,468 $1,552,738 $1,520,654 Gross leasable area as at quarter-end (in thousands) 3 Retail 4,775 4,775 4,775 4,778 4,781 4,778 4,771 4,295 Office 3,516 3,525 3,526 3,520 3,482 3,471 3,466 3,468 Other Total 8,629 8,638 8,639 8,636 8,599 8,587 8,575 8,129 Occupancy as at the quarter-end date (%) 3 Retail 88% 96% 96% 96% 97% 97% 98% 97% Office 96% 96% 96% 96% 96% 96% 95% 95% Other 99% 99% 99% 99% 100% 100% 99% 99% Total 92% 96% 96% 96% 97% 97% 97% 96% 1. Includes the dilutive impact of convertible debentures. 2. Cash distributions per unit as a percentage of adjusted funds from operations. 3. Excludes properties held for sale. MORGUARD.COM 4

5 PART II BUSINESS OVERVIEW AND STRATEGY The Trust s primary business goal is to accumulate a Canadian portfolio of high-quality real estate assets and then deliver the benefits of such real estate ownership to unitholders. The primary benefit is a reliable and, over time, increasing cash distribution. The Trust manages distributions to ensure sufficient cash is retained to meet fixed obligations while ensuring a stable cash flow to unitholders. The Trust is an unincorporated closed-end Trust, governed by the laws of the Province of Ontario, created and constituted pursuant to an amended and restated Declaration of Trust dated May 18, 2010 ( Declaration of Trust ). The Trust was formed on June 18, 1997, and began operations on October 14, The Trust units are publicly traded and listed on the Toronto Stock Exchange ( TSX ) under the symbol MRT.UN. Morguard Corporation ( Morguard ) is the parent company of the trust, owning 47.42% of the outstanding units, as at June 30, Morguard is a real estate company, which owns a diversified portfolio of multi-unit residential, retail, hotel, office and industrial properties in both Canada and the United States. SECOND QUARTER OVERVIEW The Trust s results for the second quarter reflect continuing activities around the re-leasing and repositioning of its Target Canada Corporation ("Target") locations. During the second quarter the Trust successfully re-negotiated its Target leases at Pine Centre, Southdale Shopping Centre and Aurora Centre. The replacement of the Target stores with Lowes, Walmart and Canadian Tire significantly improve the tenant strength and will help to drive increased traffic to these centres. The successful re-leasing of the Target space to Lowes at Pine Centre was especially beneficial to the Trust, as this one location did not have a rental guarantee from Target U.S. At The Centre at Circle and 8 th, the Trust successfully acquired the Target lease to maintain control of the space in light of internal discussions to improve the centre. At Cambridge Centre, Brandon Shoppers Mall and Prairie Mall, Target disclaimed these leases. The Trust is currently executing on re-merchandising the Target units into multi-unit space; demanding higher rents and improved returns on the funds to be re-invested. The space vacated by Target equates to the early termination of 379,500 square feet and as a result, the Trust s retail occupancy has decreased to 88%. Adjusting for the vacant Target space, the Trust's retail portfolio occupancy rate has held firm at 96%. The Trust has elected to stop recording revenue on the disclaimed leases until all outstanding amounts under the Target U.S. guarantee have been received. This has resulted in a negative impact on the Trust's second quarter net operating income of $0.4 million. The renovation of St. Laurent Centre is complete. During the term of the renovation, the centre experienced an increase in vacancy due to the early termination of some fashion tenants and the bankruptcy of Everest College. The timing of the renovation puts the Trust in a better position to replace these tenancies. During the second quarter of 2014 the Trust accelerated the recovery of certain maintenance items at the St. Laurent Centre to offset savings in other areas. This acceleration improved the Trust's net operating income in This same acceleration was not required during As a result, the Trust's quarter over quarter net operating income is lower by $0.9 million. Putting the Target and St. Laurent Centre challenges aside, the Trust s results for the second quarter 2015 versus the second quarter 2014 were largely unchanged. The exit of Target from our centres has had no impact on sales. In addition to the renegotiation of the Target spaces the Trust completed over 385,000 square feet of leasing. The Trust was also able to close on two more of the properties held for sale. These proceeds were largely used to buy back units of the Trust. During the second quarter the Trust repurchased 362,119 units. MORGUARD.COM 5

6 PORTFOLIO OVERVIEW The risk and reliability characteristics of real estate asset classes are different, and delivering on the primary business goal requires a mix of assets that balance risk and rewards. As at June 30, 2015, the Trust owned a diversified income producing property portfolio of 49 (excluding properties held for sale) retail, office and other properties consisting of approximately 8.6 million square feet of gross leasable area ( GLA ) located in the provinces of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario and Quebec. Retail: The retail portfolio includes two broad categories of income producing properties: enclosed full-scale, regional shopping centres that are dominant in their respective markets; and neighbourhood and community shopping centres that are primarily anchored by food retailers, discount department stores and banking institutions. Investing across these two broad categories of retail assets allows the Trust to spread its tenant base reducing its exposure to a single category retailer. Office: The office portfolio is focused on well-located, high-quality properties in major Canadian urban centres. The portfolio is balanced between: single-tenant properties under long-term lease to government and large national tenants that work to secure the Trust s cash flow and multi-tenant properties with well-distributed lease expiries that allow the Trust to benefit from increased rental rates on lease renewal. Other: The Trust has an interest in four industrial properties located in Ontario and Quebec. PORTFOLIO COMPOSITION BY ASSET TYPE AND LOCATION TABLE 2 AT THE TRUST'S OWNERSHIP SHARE Location Number of Properties Retail Office Other Total GLA (000's) Number of Properties GLA (000's) Number of Properties GLA (000's) Number of Properties GLA (000's) British Columbia ,200 Alberta , ,137 Saskatchewan Manitoba Ontario 9 2, , ,327 Quebec Income producing properties 21 4, , ,629 Properties under development Properties held for sale Total real estate properties 21 4, , ,826 MORGUARD.COM 6

7 PART III PROPERTY PERFORMANCE NET OPERATING INCOME NOI is used as a key indicator of performance as it represents a measure over which management has control. The Trust evaluates the performance of management by comparing the performance of the property portfolio adjusted for the effect of one-time items and acquisitions, dispositions and developments. NOI is an additional GAAP measure and is defined by the Trust as revenue from real estate properties less property operating expenses, property taxes and property management fees. For the six months ended June 30, 2015, the Trust s retail properties accounted for more than 50% of NOI from income producing properties (52%), with the office portfolio accounting for 47%. The Trust s other portfolio accounts for only 1% of the Trust s NOI from income producing properties. NET OPERATING INCOME BY ASSET TYPE AND LOCATION TABLE 3 AT THE TRUST'S OWNERSHIP SHARE Location Number of Properties Retail Office Other Total NOI (000's) Number of Properties NOI (000's) Number of Properties NOI (000's) Number of Properties British Columbia 3 $5,259 3 $6,331 $ 6 $11,590 Alberta 5 6, , ,729 Saskatchewan 1 4, ,013 Manitoba 3 5, ,414 Ontario 9 21, , ,241 Quebec 2 4, ,860 Income producing properties 21 43, , , ,847 Properties under development (50) (50) Properties held for sale Total real estate properties 21 $43, $39,510 5 $1, $84,589 NOI (000's) MORGUARD.COM 7

8 A complete reconciliation of NOI discussed in this MD&A to NOI per the condensed consolidated financial statements is provided in Part X. COMPARATIVE NET OPERATING INCOME ANALYSIS TABLE 4 AT THE TRUST'S OWNERSHIP SHARE Three months ended June 30 Six months ended June Variance % Variance % Revenue from real estate properties $70,951 $72,396 ($1,445) (2.0%) $144,181 $144,952 ($771) (0.5%) Property operating expenses 15,412 15, % 31,687 31,821 (134) (0.4%) Property taxes 12,959 12, % 25,967 25, % Property management fees 2,318 2,333 (15) (0.6)% 4,664 4,693 (29) (0.6%) Net operating income same assets $40,262 $42,096 ($1,834) (4.4%) $81,863 $83,141 ($1,278) (1.5%) The components of NOI are displayed in the table above. For comparability, the NOI is focused on same assets. Assets acquired, disposed of and developed over the comparable periods are removed. Property management fees are the direct result of the Trust s management agreement with Morguard Investments Limited. The property management agreement permits property management fees to be charged, at variable rates, on revenue from real estate properties based on asset type. Fees average 3.25% of revenue from real estate properties. With few exceptions, these fees are recoverable from tenants. COMPARATIVE NET OPERATING INCOME BY ASSET TYPE FOR INCOME PRODUCING PROPERTIES TABLE 5 AT THE TRUST'S OWNERSHIP SHARE Three months ended June 30 Six months ended June Variance % Variance % Retail $20,944 $23,083 ($2,139) (9.3%) $42,998 $44,775 ($1,777) (4.0%) Office 18,728 18, % 37,670 37, % Other (20) (3.3%) 1,195 1,211 (16) (1.3%) Net operating income - same assets $40,262 $42,096 ($1,834) (4.4%) $81,863 $83,141 ($1,278) (1.5%) RETAIL OVERVIEW As at June 30, 2015, the Trust s regional shopping centre portfolio totaled 3.5 million square feet of GLA which comprises a 100% interest in six regional centres totaling 3.4 million square feet and a 50% interest in one additional centre comprising 0.1 million square feet. As at June 30, 2015, the Trust's neighbourhood and community shopping centre portfolio totaled 1.3 million square feet of GLA comprising a 100% interest in 13 such properties totaling 1.2 million square feet, as well as a 50% interest in one additional property totaling 0.1 million square feet. MORGUARD.COM 8

9 RETAIL NET OPERATING INCOME TABLE 6 Three months ended June 30 Six months ended June Variance % Variance % Revenue from retail properties $36,114 $38,190 ($2,076) (5.4%) $74,305 $76,231 ($1,926) (2.5%) Property operating expenses 7,202 7,293 (91) (1.2%) 15,216 15,629 (413) (2.6%) Property taxes 6,746 6, % 13,586 13, % Property management fees 1,222 1,252 (30) (2.4%) 2,505 2,532 (27) (1.1%) Net operating income same assets $20,944 $23,083 ($2,139) (9.3%) $42,998 $44,775 ($1,777) (4.0%) The Trust s retail NOI from same assets for the three months ended June 30, 2015 was $20.9 million versus $23.1 million for the same period in This represents a decrease of 9.3%. The decrease derives from increased vacancy costs at four of the Trust s regional shopping centres impacted by either disclaimed or acquired Target leases, which has resulted in a negative impact on the Trust's net operating income of $0.4 million. The performance is also impacted by the 2014 acceleration of operating cost recoveries at the St. Laurent Centre, which amounted to $0.9 million. The Trust s retail NOI from same assets for the six months ended June 30, 2015 was $43.0 million versus $44.8 million for the same period in This represents a decrease of 4.0%. The decrease derives from increased vacancy costs at four of the Trust s regional shopping centres impacted by either disclaimed or acquired Target leases, which has resulted in a negative impact on the Trust's net operating income of $0.4 million. The performance is also impacted by the 2014 acceleration of operating cost recoveries at the St. Laurent Centre, which amounted to $0.9 million. RETAIL LEASE PROFILE TABLE 7 Sq.Ft. % of Portfolio Weighted Average Contract Rent (remainder of the year) , % $ , % , % , % Thereafter 2,436, % Current vacancy 571, % Total 4,774, % $21.18 Weighted average remaining lease term years 4.74 The Trust has the opportunity to increase rental rates on lease maturity where the current contract rent is less than the going market rate. The table to the left provides a summary of the lease maturities net of committed renewals, for the next four years and thereafter, along with the associated contract rents at maturity. Lower contract rent displayed in 2016 and thereafter are the result of anchor tenant maturities. The following table provides a quarterly summary of the remaining 2015 expiries net of committed renewals, along with the associated contract rents, for the Trust s retail portfolio. RETAIL REMAINING 2015 EXPIRIES (NET OF RENEWALS) TABLE 8 Total Remaining Q Q Gross leasable area 244, , ,388 Average net rent per sq ft $22.03 $21.64 $21.88 MORGUARD.COM 9

10 RETAIL 2015 LEASE ACTIVITY TABLE 9 Q YTD 2015 Opening Vacancy (sq ft) 209, ,767 Opening Occupancy 96% 96% EXPIRING LEASES: Square feet 127, ,599 Average net rent per sq ft $22.96 $24.09 EARLY TERMINATIONS: Square feet 398, ,462 Average net rent per sq ft $7.57 $9.51 RENEWALS: Square feet 115, ,489 Average net rent per sq ft $19.60 $22.79 Retention rate 90.4% 75.3% NEW LEASING: Square feet 48,718 93,797 Average net rent per sq ft $22.47 $26.49 Ending Vacancy (sq ft) 571, ,542 Ending Occupancy 88% 88% The table to the left provides a summary of the leasing activities accomplished during the three months and six months ended June 30, For the three months ended June 30, 2015, the Trust realized an average decrease of $3.36 per square foot on renewals, while maintaining a 90.4% retention rate for existing tenants. In addition, the Trust realized an average decrease of $0.49 per square foot on new leasing. For the six months ended June 30, 2015, the Trust realized an average decrease of $1.30 per square foot on renewals, while maintaining a 75.3% retention rate for existing tenants. In addition, the Trust realized an average uplift of $2.40 per square foot on new leasing. During the quarter, occupancy was impacted by the early termination of 379,500 square feet of either disclaimed or acquired Target leases at four of the Trust's regional shopping centres and has decreased to 88%. The impact of the Target early terminations on NOI is less than 1%. RETAIL GLA OCCUPIED, PREVIOUS EIGHT QUARTERS TRENDING TABLE In thousands of square feet Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Retail portfolio GLA 4,295 4,771 4,778 4,781 4,778 4,775 4,775 4,775 % retail GLA occupied 97% 98% 97% 97% 96% 96% 96% 88% The retail portfolio square footage and quarterly occupancy for the past eight quarters are outlined in table 10. Occupancy levels, which have historically remained high with little volatility, were adjusted in the current quarter to fully reflect four of the Trust s regional shopping centres impacted by either disclaimed or acquired Target leases. The space vacated by Target equates to the early termination of 379,500 square feet and as a result, the Trust's retail occupancy has decreased to 88%. Adjusting for the vacant Target space, the Trust's retail portfolio occupancy rate has held firm at 96%. MORGUARD.COM 10

11 OFFICE OVERVEIW To maximize its office portfolio, the Trust leverages opportunities to co-invest with others who have similar strategic objectives. As at June 30, 2015, the Trust s office portfolio included 100% ownership interests in 16 office properties comprising 2.1 million square feet, 50% interests in seven properties and a 20% interest in one property. The Trust s office portfolio totals 3.5 million square feet. OFFICE NET OPERATING INCOME TABLE 11 Three months ended June 30 Six months ended June Variance % Variance % Revenue from office properties $33,987 $33,359 $ % $68,173 $67,017 $1, % Property operating expenses 8,128 7, % 16,324 16, % Property taxes 6,057 6, % 12,064 11, % Property management fees 1,074 1, % 2,115 2,117 (2) (0.1%) Net operating income same assets $18,728 $18,403 $ % $37,670 $37,155 $ % Office NOI from same assets increased by 1.8% to $18.7 million for the three months ended June 30, 2015, from $18.4 million for the same period in This increase in NOI is primarily due to continued modest uplifts in basic rents at several of the Trust s office properties for deals completed in late Office NOI from same assets increased by 1.4% to $37.7 million for the six months ended June 30, 2015, from $37.2 million for the same period in This increase in NOI is primarily due to continued modest uplifts in basic rents at several of the Trust s office properties for deals completed in late OFFICE LEASE PROFILE TABLE 12 Sq.Ft. % of Portfolio Weighted Average Contract Rent (remainder of the year) , % $ , % $ , % $ , % $22.58 Thereafter 2,550, % $22.87 Current vacancy 132, % Total 3,516, % $22.71 The Trust has the opportunity to increase rental rates on lease maturity where the current contract rent is less than the going market rate. The table to the left provides a summary of the lease maturities net of committed renewals, over the next four years and thereafter, along with the associated contract rents at maturity. Weighted average remaining lease term years 7.32 The following table provides a quarterly summary of the remaining 2015 expiries net of committed renewals, along with the associated contract rents, for the Trust s office portfolio. OFFICE REMAINING 2015 EXPIRIES (NET OF RENEWALS) TABLE 13 Total Remaining Q Q Gross leasable area 17,855 34,375 52,230 Average net rent per sq ft $20.72 $19.45 $19.88 MORGUARD.COM 11

12 OFFICE 2015 LEASE ACTIVITY TABLE 14 Q YTD 2015 Opening Vacancy (sq ft) 125, ,721 Opening Occupancy 96% 96% EXPIRING LEASES: Square feet 58, ,961 Average net rent per sq ft $19.79 $18.55 EARLY TERMINATIONS: Square feet 9,341 11,197 Average net rent per sq ft $30.43 $27.29 RENEWALS: Square feet 46,206 77,621 Average net rent per sq ft $15.32 $17.20 Retention rate 79.1% 76.9% NEW LEASING: Square feet 14,629 34,705 Average net rent per sq ft $24.29 $19.66 The table to the left provides a summary of the leasing activities accomplished during the three months and six months ended June 30, For the three months ended June 30, 2015, the Trust realized an average decrease of $4.47 per square foot on renewals, while maintaining a 79.1% retention rate for existing tenants. In addition, the Trust realized an average uplift of $4.50 per square foot on new leasing. For the six months ended June 30, 2015, the Trust realized an average decrease of $1.35 per square foot on renewals, while maintaining a 76.9% retention rate for existing tenants. In addition, the Trust realized an average uplift of $1.11 per square foot on new leasing. Ending occupancy remained stable at 96%. Ending Vacancy (sq ft) 132, ,553 Ending Occupancy 96% 96% OFFICE GLA OCCUPIED, PREVIOUS EIGHT QUARTERS TRENDING TABLE In thousands of square feet Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Office portfolio GLA 3,468 3,466 3,471 3,482 3,520 3,526 3,525 3,516 % office GLA occupied 95% 95% 96% 96% 96% 96% 96% 96% The office portfolio square footage and quarterly occupancy for the past eight quarters are outlined in table 15. Occupancy levels throughout the period remained high, with little volatility. The differential between the highest and lowest level of portfolio occupancy over this two-year period is only 100 basis points (96% being the highest and 95% being the lowest). MORGUARD.COM 12

13 OTHER OVERVIEW The Trust s other portfolio includes 100% interests in three industrial properties comprising 0.1 million square feet and a 50% interest in one industrial property comprising 0.2 million square feet. OTHER NET OPERATING INCOME TABLE 16 Three months ended June 30 Six months ended June Variance % Variance % Revenue from other properties $850 $847 $3 0.4% $1,703 $1,704 ($1) (0.1%) Property operating expenses % % Property taxes % (2) (0.6%) Property management fees % % Net operating income same assets $590 $610 ($20) (3.3%) $1,195 $1,211 ($16) (1.3%) Other NOI from same assets remained stable at $0.6 million and $1.2 million for the three months and six months ended June 30, 2015, and for the same periods in OTHER LEASE PROFILE TABLE 17 Sq. Ft. % of Portfolio Weighted Average Contract Rent (remainder of the year) , % $ , % , % , % Thereafter 267, % 5.97 Current vacancy 1, % Total 337, % $6.94 The table to the left provides a summary of the lease maturities net of committed renewals, over the next four years and thereafter along with the associated contract rents at maturity. Lower contract rent displayed in thereafter is mainly the result of a long-term lease at one of the Quebec industrial properties due to expire in The lease was originally entered into in Weighted average remaining lease term years 6.28 The following table provides a quarterly summary of the remaining 2015 expiries net of committed renewals, along with the associated contract rents, for the Trust s other portfolio. OTHER REMAINING 2015 EXPIRIES (NET OF RENEWALS) TABLE 18 Total Remaining Q Q Gross leasable area 3,821 4,699 8,520 Average net rent per sq ft $9.50 $9.11 $9.29 MORGUARD.COM 13

14 OTHER 2015 LEASE ACTIVITY TABLE 19 Q YTD 2015 Opening Vacancy (sq ft) 1,900 1,900 Opening Occupancy 99% 99% EXPIRING LEASES: Square feet 3,800 Average net rent per sq ft $ $9.00 EARLY TERMINATIONS: Square feet Average net rent per sq ft $ $ RENEWALS: Square feet 3,800 Average net rent per sq ft $ $10.00 Retention rate % 100.0% The table to the left provides a summary of the leasing activities accomplished during the three months and six months ended June 30, For the three months ended June 30, 2015, no leasing activity was achieved. For the six months ended June 30, 2015, the Trust realized an average uplift of $1.00 per square foot on renewals, while maintaining a 100.0% retention rate for existing tenants. No new leasing was achieved during this period. Ending occupancy remained stable at 99%. NEW LEASING: Square feet Average net rent per sq ft $ $ Ending Vacancy (sq ft) 1,900 1,900 Ending Occupancy 99% 99% OTHER GLA OCCUPIED, PREVIOUS EIGHT QUARTERS TRENDING TABLE In thousands of square feet Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Other portfolio GLA % other GLA occupied 99% 99% 100% 100% 99% 99% 99% 99% The other portfolio square footage and quarterly occupancy for the past eight quarters is outlined in table 20. Occupancy levels throughout the period remained very high, with little volatility. The differential between the highest and lowest level of portfolio occupancy over this two year period was 100 basis points (100% being the highest and 99% being the lowest). MORGUARD.COM 14

15 PART IV TRUST PERFORMANCE FUNDS FROM OPERATIONS The Trust presents FFO in accordance with the Real Property Association of Canada ( REALpac ) white paper on funds from operations for IFRS issued April In accordance with such white paper, the Trust defines FFO as net income adjusted for fair value changes on real estate properties and gains/(losses) on the sale of real estate properties. FFO is a non-gaap measure that is widely accepted as a supplemental measure of financial performance for real estate entities; however, it does not represent amounts available for capital programs, debt service obligations, commitments or uncertainties. FFO should not be interpreted as an indicator of cash generated from operating activities and is not indicative of cash available to fund operating expenditures, or for the payment of cash distributions. FFO is simply one measure of operating performance. FUNDS FROM OPERATIONS TABLE 21 Three months ended June 30 Six months ended June 30 In thousands of dollars, except per-unit amounts Net (loss)/income for the period ($20,217) $34,151 ($4,194) $70,424 Add/(deduct) items not affecting cash: Fair value losses/(gains) on real estate properties 1 45,267 (7,129) 56,418 (17,362) Basic funds from operations 25,050 27,022 52,224 53,062 Interest expense on convertible debentures 1,813 1,814 3,607 3,608 Diluted funds from operations $26,863 $28,836 $55,831 $56,670 FUNDS FROM OPERATIONS PER UNIT Basic $0.40 $0.43 $0.84 $0.85 Diluted 2 $0.40 $0.42 $0.82 $0.83 WEIGHTED AVERAGE UNITS OUTSTANDING (IN THOUSANDS) Basic 62,084 62,138 62,127 62,181 Diluted 2 68,181 68,235 68,224 68, Includes fair value gains on real estate properties included in net income/(loss) from equity-accounted investments. 2. Includes the dilutive impact of convertible debentures. FFO was $0.40 per unit ($0.40 per unit - diluted) for the three months ended June 30, 2015, compared to $0.43 per unit ($0.42 per unit - diluted) for the same period in This represents a decrease of 7% or $0.03 per unit ($0.02 per unit - diluted). FFO was $0.84 per unit ($0.82 per unit - diluted) for the six months ended June 30, 2015, compared to $0.85 per unit ($0.83 per unit - diluted) for the same period in This represents a decrease of 1% or $0.01 per unit ($0.01 per unit - diluted). MORGUARD.COM 15

16 FFO derives from net income. The key components of net income are presented in the table below: NET INCOME TABLE 22 Three months ended June 30 Six months ended June Net operating income from total real estate properties $41,103 $44,155 $84,589 $87,196 Interest expense 14,807 15,334 29,848 30,746 General and administrative 1,128 1,433 2,287 2,662 Other income (167) (342) Income before fair value(losses)/gains and other expenses and fair value changes from equity-accounted investments 25,335 27,388 52,796 53,788 Fair value (losses/)/gains on real estate properties (45,295) 7,168 (56,462) 17,416 Other expenses and fair value changes from equity-accounted investments (257) (405) (528) (780) Net (loss)/income for the period ($20,217) $34,151 ($4,194) $70,424 NET OPERATING INCOME The analysis of property performance in Part III was focused on same asset NOI which is reconciled to NOI per the condensed consolidated financial statements in Part X. Same asset NOI for the three months ended June 30, 2015, was $40.3 million, a decrease of $1.8 million from the same period in Net operating income from all properties was $41.1 million for the three months ended June 30, 2015 versus $44.2 million for the same period in The remaining unfavorable change during the three months of $1.3 million is mainly the result of the Trust s disposition and acquisition programs. The Trust s disposition of Cedar Pointe Business Park in July 2014, 350 Sparks/361 Queen in February 2015, Finch in April 2015 and Lesmill in May 2015 resulted in a $1.1 million reduction in NOI. This was offset by a positive impact of $0.3 million from the Trust s acquisition of 301 Laurier Avenue in June 2014 and Citadel West in July Outside of the disposition and acquisition programs, during the three months ended June 30, 2015, the Trust was negatively impacted by $0.5 million from amortized step rents. Same asset NOI for the six months ended June 30, 2015, was $81.9 million, a decrease of $1.3 million from the same period in Net operating income from all properties was $84.6 million for the six months ended June 30, 2015 versus $87.2 million for the same period in The remaining unfavorable change during the six months of $1.3 million is mainly the result of the Trust s disposition and acquisition programs. The Trust s disposition of Cedar Pointe Business Park in July 2014, 350 Sparks/361 Queen in February 2015, Finch in April 2015 and Lesmill in May 2015 resulted in a $1.8 million reduction in NOI. This was offset by a positive impact of $0.7 million from the Trust s acquisition of 301 Laurier Avenue in June 2014 and Citadel West in July Outside of the disposition and acquisition programs, during the six months ended June 30, 2015, the Trust was negatively impacted by $0.7 million from amortized step rents, which was offset by $0.5 million in one-time lease cancellation fees. INTEREST EXPENSE Interest expense totaled $14.8 million for the three months ended June 30, 2015, compared to $15.3 million for the same period in For the three months ended June 30, 2015, $1.7 million of interest expense has been replaced with $1.1 million on same levels of financing and $0.6 million of interest expense on increased levels of financing. Other factors reducing interest expense during the period include interest capitalized to development projects of $0.2 million and mortgage amortizations of $0.4 million. Interest expense totaled $29.8 million for the six months ended June 30, 2015, compared to $30.7 million for the same period in For the six months ended June 30, 2015, $3.4 million of interest expense has been replaced with $2.2 million on same levels of financing and $1.2 million of interest expense on increased levels of financing. Other factors reducing interest expense during the period include interest capitalized to development projects of $0.4 million and mortgage amortizations of $0.7 million. MORGUARD.COM 16

17 The following table outlines, by quarter, the Trust s weighted average rates on mortgages payable in 2015 and The rates are calculated excluding mortgages tied to real estate properties held for sale. WEIGHTED AVERAGE RATES MORTGAGES PAYABLE TABLE March % 4.4% June % 4.2% September % December % The Trust has reduced the weighted average interest rate by more than 20 basis points from the start of 2014, which has held constant at 4.2%. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses for the three months ended June 30, 2015, was $1.1 million, a decrease of $0.3 million from the same period in This favorable decrease is mainly the result of higher SARs expenses incurred in General and administrative expenses for the six months ended June 30, 2015, was $2.3 million, a decrease of $0.4 million from the same period in This favorable decrease is mainly the result of higher SARs expenses incurred in ADJUSTED FUNDS FROM OPERATIONS AFFO is a non-gaap measure that is widely accepted as an alternative measure of cash generated from operations. AFFO per unit is calculated by adjusting FFO for accretion of convertible debentures, straight-line rent and productive capacity maintenance expenditures ( PCME ). PCME are expenditures on leasing, replacement or major repair of component parts of properties that are required to preserve the existing earning capacity of the Trust s real estate portfolio. The Trust categorizes these expenditures as leasing commissions, tenant allowances and recoverable and non-recoverable capital expenditures. Leasing Commissions and Tenant Allowances: The Trust requires ongoing capital spending on leasing commissions and tenant allowances pertaining to new and renewed tenant leases. These costs depend on many factors, including, but not limited to, tenant maturity profile, vacancies, asset type, prevailing market conditions and unforeseen tenant bankruptcies. Recoverable and Non-Recoverable Capital Expenditures: The Trust continually invests in major repair and replacement of component parts, such as, roof, parking lot, elevators and HVAC of the properties to physically maintain them. These costs depend on many factors including, but not limited to, age and location of the property. Most of these capital expenditure items are recovered from tenants, over time, as property operating costs. Commencing in 2014, the Trust uses normalized PCME to calculate AFFO. These normalized expenditures are based on expected average expenditures for the current property portfolio over a three-year horizon, with consideration to historical and forecasted spending patterns. Actual expenditures (Table 25) in any given year may exceed the normalized estimation. There is no industry standard defined measure of AFFO. As such, the Trust s method of calculating AFFO may differ from other issuers methods and accordingly, may not be comparable to such amounts reported by other issuers. MORGUARD.COM 17

18 ADJUSTED FUNDS FROM OPERATIONS TABLE 24 Three months ended June 30 Six months ended June Funds from operations $25,050 $27,022 $52,224 $53,062 Add/(deduct) Accretion of convertible debentures Amortized stepped rents (123) (652) (714) (1,326) Productive capacity maintenance expenditures (normalized) (6,250) (6,250) (12,500) (12,500) Adjusted funds from operations Basic 18,754 20,192 39,168 39,385 Interest expense on convertible debentures 1,813 1,814 3,607 3,608 Adjusted funds from operations Diluted $20,567 $22,006 $42,775 $42,993 The following table provides a breakdown of actual PCME for the three months and six months ended June 30, 2015 and for the same periods in ACTUAL PRODUCTIVE CAPACITY MAINTENANCE EXPENDITURES TABLE 25 Three months ended June 30 Six months ended June Leasing commissions $1,272 $1,005 $2,320 $1,735 Tenant allowances 2,070 2,291 5,252 4,026 Total leasing costs 3,342 3,296 7,572 5,761 Capital expenditures recoverable from tenants 2,026 1,054 3,511 2,013 Capital expenditures non-recoverable from tenants Total capital expenditures 2,163 1,208 3,773 2,306 Total productive capacity maintenance expenditures 5,505 4,504 11,345 8,067 Discretionary capital expenditures , Total leasing costs and capital expenditures $5,869 $5,194 $15,576 $8,920 Discretionary Capital Expenditures In addition to PCME the Trust invests in discretionary capital projects on the development of new space, redevelopment or retrofit of existing properties, and other capital expenditures to create additional long-term value for the Trust s real estate portfolio. These discretionary capital expenditures are not expected to occur on a consistent basis. These expenditures are included in the above table along with the recoverable and non-recoverable capital expenditures. The increase in discretionary capital expenditures during the three months and six months ended June 30, 2015 mainly relates to electrical and watermain replacements, as part of the overall revitalization program to refresh and modernize the St. Laurent Centre. DISTRIBUTIONS TO UNITHOLDERS The Trust s primary business goal is to accumulate a Canadian portfolio of high-quality real estate assets and then deliver the benefits of such real estate ownership to unitholders. The primary benefit is a reliable and, over time, increasing cash distribution. The Trust expects to distribute to its unitholders, in each year, an amount not less than the Trust s taxable income for the year, as calculated in accordance with the Canadian Income Tax Act ( the Act ). The Trust s monthly distribution to unitholders in 2015 was $0.08 per unit, representing $0.96 per unit on an annualized basis. In determining the annual level of distributions to unitholders, the Trust looks at forward-looking cash flow information, including forecasts and budgets, and the future prospects of the Trust. The Trust does not consider periodic cash flow fluctuations, resulting from items such as the timing of property operating costs, property tax installments or semi- MORGUARD.COM 18

19 annual debenture interest payments, in determining the level of distributions to unitholders in any particular quarter. Additionally, in establishing the level of cash distributions to the unitholders, the Trust considers the impact of, among other items, the future growth in the income producing properties, the impact of future acquisitions and capital expenditures, and leasing costs. As a result, the Trust compares distributions to AFFO to ensure sufficient funds are retained for reinvestment. DISTRIBUTIONS TO UNITHOLDERS TABLE 26 Three months ended June 30 Six months ended June Adjusted funds from operations per unit - basic and diluted $0.30 $0.32 $0.63 $0.63 Cash distributions per unit $0.24 $0.24 $0.48 $0.48 Distributions paid as a percentage of adjusted funds from operations per unit - diluted 80.0% 75.0% 76.2% 76.2% The following table provides a reconciliation of AFFO to cash provided by operating activities per the condensed consolidated financial statements: TABLE 27 Three months ended June 30 Six months ended June Cash provided by operating activities $17,759 $22,690 $40,734 $43,725 Changes in working capital 5,112 2,569 7,257 6,494 Non-cash amortizations (700) (724) (585) (1,450) Net Income from equity-accounted investments before fair value adjustments 827 1,071 1,638 2,141 Contributions/(distributions) from equity-accounted investments 714 (166) 125 (843) Deferred leasing cost additions 1,273 1,002 2,321 1,732 Tenant Incentive additions Productive capacity maintenance expenditures (normalized) (6,250) (6,250) (12,500) (12,500) Adjusted funds from operations $18,754 $20,192 $39,168 $39,385 Adjusted funds from operations $18,754 $20,192 $39,168 $39,385 Cash distributions 14,768 14,713 29,560 29,507 Excess adjusted funds from operations after cash distributions $3,986 $5,479 $9,608 $9,878 The following table provides a summary of distributions relative to cash flow from operating activities per the condensed consolidated financial statements: TABLE 28 Three months ended June 30 Six months ended June Cash provided by operating activities $17,759 $22,690 $40,734 $43,725 Cash distributions 14,768 14,713 29,560 29,507 Excess of cash from operating activities over cash distributions $2,991 $7,977 $11,174 $14,218 MORGUARD.COM 19

20 PART V REAL ESTATE OVERVIEW The carrying value of the Trust s real estate properties decreased to $2.9 billion as at June 30, 2015 (December 31, 2014 $3.0 billion). This decrease is mainly resulting from the dispositions of 350 Sparks/361 Queen, Finch and Lesmill, as well as fair value losses during the period. Income producing properties were affected by additions from the Trust s capital investment programs (including PCME and completed development), which were offset by fair value losses. REAL ESTATE PROPERTIES TABLE 29 June 30, December 31, As at Income producing properties $2,848,635 $2,884,824 Properties under development 24,857 16,511 Land held for development 27,650 27,650 Total real estate properties (excluding properties held for sale) 2,901,142 2,928,985 Properties held for sale 9,600 63,190 Total real estate properties $2,910,742 $2,992,175 A complete reconciliation of real estate properties discussed in this MD&A to real estate properties per the condensed consolidated financial statements is provided in Part X. PROPERTIES UNDER DEVELOPMENT The Trust s development program consists of projects identified by management to create additional long term value for the Trust s real estate portfolio and align with the long-term strategic objectives. These may include development projects to expand leasable area, re-development of an existing area, and retrofit opportunities. The following table details the Trust s active (in progress) development projects. DEVELOPMENT PROJECTS IN PROGRESS TABLE 30 Location Asset Type Trust Ownership % Cost to Date Cost to Complete Total Project Cost Completion Date St. Laurent Centre, Ottawa, ON Retail 100% $22,413 $1,252 $23,665 July 2015 Penn West Plaza, Calgary, AB Office 100% 54 5,946 6,000 December 2016 Heritage Place, Ottawa, ON Office 50% 1, ,800 August 2015 Parkland Mall, Red Deer, AB Retail 100% 15,200 15,200 August 2016 Developments in progress 23,674 22,991 46,665 Revitalization project to refresh and modernize the centre Addition of Plus 15 connection to the city's enclosed pedestrian skywalk system Reconfiguration of new space for Winners Anchor Tenant re-merchandising for Goodlife Fitness Centres Other Various 1,183 Pre-development costs Properties under development $24,857 $22,991 $46,665 MORGUARD.COM 20

21 ACQUISITION PROGRAM The table below details acquisitions completed in There have been no acquisitions in TABLE 31 In thousands of dollars, square feet Citadel West Laurier Avenue Transaction date July 25 June 4 Asset class Office Office Location Calgary, AB Ottawa, ON Trust ownership share 50.0% 50.0% GLA 39,000 17,500 Purchase price $19,000 $4,037 The acquisition of Citadel West provides the Trust with 100% ownership. This property has provided consistent results since the Trust first purchased 50% of the asset in Laurier Avenue was a strategic purchase required to complete the Trust s presence at the downtown intersection of Slater, Laurier, Bank and Kent providing the flexibility to maximize long-term value opportunities. Capitalization rate 5.7% 7.0% Associated debt $7,581 None Interest rate on associated debt 3.3% NA Occupancy 100.0% 100.0% Key tenants CH2M Hill Unifor DISPOSITION PROGRAM The table below details dispositions completed during the six months ended June 30, 2015 and for the year ended December 31, TABLE 32 In thousands of dollars, square feet Lesmill Finch Transaction date May 15 April 1 Asset class Other Other Location Toronto, ON Toronto, ON Trust ownership share 100.0% 100.0% GLA 27, ,123 Sale price (000's) $6,350 $10,000 On March 2, 2015 the Trust entered into an agreement to sell Finch. On April 1, 2015, the Trust completed the sale of this property for a total price of $10.0 million, less selling costs. On December 10, 2014 the Trust entered into an agreement to sell Lesmill. On May 15, 2015, the Trust completed the sale of this property for a total price of $6.4 million, less selling costs. Capitalization rate 6.0% 8.0% Associated debt None $6,125 Interest rate on associated debt NA 5.14% Occupancy 100.0% 92.2% Key tenants City of Toronto Humbervale Machinery/CTI Industries MORGUARD.COM 21

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