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Index Notice to Reader ………………..…………………………………………………………………………..……. 2 Conference Call Highlights …….………………………………………………………………………………... 3 Portfolio Highlights …..….………………………………………………………………………………………... 7 Distribution Reinvestment Plan ..………………………………………………………………………………... 8 Distribution History ………………………………………………………………………………………….. 8 Performance of Calloway Units ……………………………………………………………………………….… 9 Average Unit Trading Price ………………………………………………………………………………… 9 Average Daily Volume of Units Traded …………………………………………………………………… 9 Market Capitalization Summary …………………………………………………………………………… 9 Gross Revenue and Area by Province ……...……………...……………………………………………....… 10 Top 25 Tenants ……………………….……………………………………………………………………….… 11 Lease Expiration Schedule ………………………………….……………………………………………..….. 12 Area by Age ……………………………………..…………………………………………………………….… 13 Future Earnouts and Developments ………………………………………………………………………….. 14 Committed Earnouts and Developments ………...……………………………………………………… 14 Recourse Loans to Developers ……………….……………………………………………………………….. 15 Individual Property Summary ………………………………………………………………………………….. 16 General Information …………….………………………………………………………………………………. 24 c Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 1 Notice to Reader Readers are cautioned that certain terms used in this Supplemental Information Package (“Supplement”) such as Funds from Operations ("FFO"), Adjusted Funds from Operations ("AFFO"), "Gross Book Value", "Payout Ratio", "Interest Coverage", "Total Debt to Adjusted EBITDA" and any related per Unit amounts used by management to measure, compare and explain the operating results and financial performance of the Trust do not have any standardized meaning prescribed under IFRS and, therefore, should not be construed as alternatives to net income or cash flow from operating activities calculated in accordance with IFRS. These terms are defined in this Supplement and reconciled to the consolidated financial statements of the Trust in the Management’s Discussion and Analysis (“MD&A”) for the three and six months ended June 30, 2013. Such terms do not have a standardized meaning prescribed by IFRS and may not be comparable to similarly titled measures presented by other publicly traded entities. Certain statements in this Supplement are "forward-looking statements" that reflect management's expectations regarding the Trust's future growth, results of operations, performance and business prospects and opportunities. More specifically, certain statements contained in this Supplement, including statements related to the Trust's maintenance of productive capacity, estimated future development plans and costs, view of term mortgage renewals including rates and upfinancing amounts, timing of future payments of obligations, intentions to secure additional financing and potential financing sources, and vacancy and leasing assumptions, and statements that contain words such as "could", "should", "can", "anticipate", "expect", "believe", "will", "may" and similar expressions and statements relating to matters that are not historical facts, constitute "forward-looking statements". These forward-looking statements are presented for the purpose of assisting the Trust's Unitholders and financial analysts in understanding the Trust's operating environment, and may not be appropriate for other purposes. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. However, such forward-looking statements involve significant risks and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward- looking statements. Although the forward-looking statements contained in this Supplement are based on what management believes to be reasonable assumptions, the Trust cannot assure investors that actual results will be consistent with these forward-looking statements. The forward-looking statements contained herein are expressly qualified in their entirety by this cautionary statement. These forward- looking statements are made as at the date of this Supplement and the Trust assumes no obligation to update or revise them to reflect new events or circumstances unless otherwise required by applicable securities legislation. Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 2 Conference Call Highlights Operations – for the quarter FFO/unit increased 3.6% for the quarter compared to the same period in 2012 Same property growth increased 0.6% Occupancy level at 99% Already renewed or in final stages of renewal on 83.8% of all lease maturities for 2013 with average face rents increase of 7.5%, which should remain relatively unchanged for year-end Tenant Activity Leasing interest and tenant activity remain healthy in Calloway’s portfolio Approximately 256,000 square feet of tenancies came on-stream collectively this quarter, including over 138,000 square feet (at Calloway’s 50% ownership interest) in Toronto Premium Outlets® Strong leasing interest in the Toronto Premium Outlets® have resulted in long term deals of almost 90% to date, with some shorter term tenancies meaning the centre will open virtually full Target: two stores opened in July 2013 (Oakville and Kitchener) We are continuing to manage through vacancies caused by Best Buy / Future Shop and Staples downsizing with good tenant interest and rent uplift opportunities Dollar store growth through Dollarama and Dollar Tree continues to absorb surplus space Overall, Calloway is pleased with tenant demand, but continues to monitor those tenants of markets where some rationalizing is taking place Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 3 Conference Call Highlights Growth Earnouts and development of 256,000 square feet at a 7.2% yield for the quarter Premium Outlets Toronto - construction of 400,000 square feet largely completed - Grand Opening launched on August 1, 2013 Montreal - land purchased in December 2012 - construction commenced July 2013 - witnessing good leasing interest - scheduled to open Fall 2014 Vaughan Metropolitan Centre - KPMG rezoning and site plan submitted - contracts signed with construction manager and architects - agreements signed with TTC subway/bus terminal and cost allocation for pedestrian tunnel Future Opportunities - earnouts and developments – committed pipeline of 350,000 square feet at a yield of 8.4% - Westside Mall – mixed use rezoning potential resulting from Eglinton LRT/subway line in front of the centre on Calloway land - Hopedale Mall (rebranded as South Oakville Centre) renovations to coincide with Target opening - continuing to source other intensification opportunities in Calloway portfolio Acquisitions - acquired a 200,000 square foot Rona-anchored retail property in June 2013 in Regina adjacent to an existing Calloway property for $45.6 million - waived conditions on the acquisition of four Walmart-anchored centres, all located in the province of Ontario. One of the centres is a mixed use, retail/office complex located in Ottawa that Calloway expects to manage and co-own with a 50:50 third party joint venture partner. The other three are retail centres that will be acquired fully by Calloway. Anticipated closing is at the end of August for approximately $180.7 million, net of partner involvement. Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 4 Conference Call Highlights Capital Activities Financed $117.3 million in five secured mortgages with an average term of 15.2 years and an average rate of 3.77% during the quarter Issued $150 million in unsecured debentures bearing interest at 3.985% Repaid $75 million of 7.95% Series D unsecured debentures Leverage at 41.5% of FMV Interest coverage maintained at 2.4X, net interest coverage (excluding capitalized interest) maintained at 2.7X Unencumbered asset pool at $1.0 billion, providing future flexibility Continuing to refinance mortgages as they mature at lower than outgoing rates Subsequent to quarter end, issued $150 million of unsecured debentures at 3.385% for four years and four months to fund acquisitions already noted Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 5 Looking Beyond Vaughan Metropolitan Centre Vaughan Metropolitan Centre Westside Mall – Caledonia Station Toronto Premium Outlets (Grand Opening launched on August 1, 2013) Calloway Real Estate Investment Trust June 2013 Supplemental Information Package 6 Portfolio Highlights June 30, 2013 Number of properties 129 Number of Walmarts / Supercentres 77 / 57 Number of Walmarts / Supercentres (including shadows) 91 / 64 Gross leasable area (sq. ft.) 26,615,114 Total GLA in Walmart anchored centres (sq. ft.) 22,212,223 Future developable area (sq. ft.) 3,363,620 Occupancy 99.0% Average lease term to maturity 7.5 years Net rental rate (per occupied sq. ft.) $14.59 Net rental rate excluding anchors (per occupied sq. ft.) (1) $20.71 Total debt – Weighted average interest rate (2) 5.17% Term mortgages – Weighted average contractual interest rate (3) 5.41% Term mortgages – Weighted average maturity 5.6 years (in $000s, except for Units and per Unit amounts) Investment properties 6,522,604 Total assets 6,840,647 Debt 2,811,597 Debt to gross book value (4) 49.7% Interest coverage (5) 2.4X Equity (book value) 3,813,152 Units outstanding (6) 132,982,626 FFO excluding current income tax and one-time adjustment (diluted) (7) (8)
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