Primaris Retail REIT
TSX : PMZ.UN

Primaris Retail REIT

August 10, 2007 16:00 ET

Primaris Retail REIT Announces Second Quarter Financial Results

TORONTO, ONTARIO--(Marketwire - Aug. 10, 2007) - Primaris Retail REIT (TSX:PMZ.UN) is pleased to report a 5.5% increase in funds from operations per unit for the second quarter of 2007, as compared to the second quarter of 2006.

President and CEO, Michael Latimer, commented "this quarter was very productive for Primaris. The growth in same property net operating income highlights the success of our redevelopment projects. We expect the contribution from these redevelopments to grow as planned over the next few quarters. In addition, the REIT has had a very active acquisition pipeline as we continue to build a meaningful retail platform in Canada."

Highlights

Funds From Operations

- Funds from operations for the second quarter ended June 30, 2007 was $20.2 million or $0.344 per unit fully diluted, up 5.5% on a per unit basis from the $16.8 million, or $0.326 reported for the second quarter of 2006.

Net Operating Income

- Net operating income for the second quarter ended June 30, 2007 was $31.1 million, substantially higher than the $26.1 million recorded in the second quarter of 2006. The large increase was driven by acquisitions and by improved results from assets owned during both periods.

Same Property - Net Operating Income

- Net operating income for the second quarter ended June 30, 2007, on a same property basis, increased 9.1% over the comparative three-month period. Excluding the positive contribution in 2007 of the redevelopments at three assets the increase in same-property NOI would have been 4.0%.

Future Tax Charge

- The REIT has recorded a non-cash expense of $45.0 million to account for future income taxes. This expense relates to the REIT's future income tax liabilities recorded as a result of tax legislation included in Bill C-52, which received Royal Assent on June 22, 2007. This non-cash expense derives from the temporary differences between the accounting and tax basis of the REIT's assets and liabilities. The expense will have no impact on the REIT's cash flows or distributions.

Operations

- The REIT renewed or leased 211,025 square feet of space during the second quarter. The weighted average new rent in these leases, on a cash basis, represented a 13.0% increase over the previous rent paid.

- Overall occupancy was 96.6% at June 30, 2007 as compared to 96.8% at June 30, 2006 and 97.1% at March 31, 2007. The occupancy rate has decreased slightly from March 31, 2007 due to the early termination of an anchor tenant's lease.

- Same-tenant sales, for the nine properties owned during all of the 24 months ended May 31, 2007 increased 4.2% to $498 per square foot as compared to the previous 12 months.

- The second quarter results included seasonal revenues of $1.7 million, an increase over the $1.3 million recorded in the second quarter of 2006.

Financial Results

Funds from operations for the three months ended June 30, 2007 was $20.2 million or $0.346 per unit basic ($0.344 fully diluted). This compares to funds from operations of $16.8 million or $0.328 per unit basic ($0.326 fully diluted) earned during the three months ended June 30, 2006.

Net loss for the three months ended June 30, 2007 was $43.6 million or $0.745 per unit (basic and fully diluted). This compares to net income of $2.3 million or $0.045 per unit (basic and fully diluted) earned during the three months ended June 30, 2006. The change in net income reflects the positive impact of acquisitions and operations, offset by the negative impact of accounting policies requiring the recording of a future tax expense and accelerated depreciation of acquired assets.

The REIT acquired one property at the end of the first quarter of 2007. In addition, the REIT acquired four properties on June 14, 2006 and made a fifth investment during the fourth quarter of 2006. These six properties and the related debt and equity financings explain a significant amount of the difference between the results for the current period and the comparative period. These acquisitions contributed to the financial results in 2007, but made no contribution to results for the comparative period. Three acquisitions completed in June 2007 did not contribute materially to the operating results in either period.

The distribution payout ratio for the first quarter of 2007, expressed on a per unit basis as distributions paid divided by fully diluted funds from operations was 85.7% as compared to an 87.5% payout ratio for the second quarter of 2006.

At June 30, 2007, the REIT's total enterprise value was approximately $2.02 billion (based on the market closing price of Primaris' units on June 30, 2007, plus total debt outstanding). At June 30, 2007 the REIT had $721.7 million of outstanding debt equating to a debt to total enterprise value ratio of 43.5%. The REIT's debt consisted of $712.8 million of fixed-rate senior debt with a weighted average interest rate of 5.7% and a weighted average term to maturity of 8.3 years, and $7.4 million of 6.75% fixed-rate convertible debentures. The REIT had a debt to gross book value ratio, as defined under the Declaration of Trust, of 52.6%. During the three months ended June 30, 2007, the REIT had an interest coverage ratio of 3.0 times as expressed by EBITDA divided by net interest expensed. The REIT defines EBITDA as net income increased by depreciation, amortization, interest expense and, if applicable, income tax expense. EBITDA is a non-GAAP measure and may not be comparable to similar measures used by other Trusts.

Future Tax Expense

The REIT has recorded a non-cash expense of $45.0 million to account for future income taxes. This expense relates to the REIT's future income tax liabilities recorded as a result of tax legislation included in Bill C-52, which received Royal Assent on June 22, 2007. This non-cash expense derives from the temporary differences between the accounting and tax basis of the REIT's assets and liabilities. The expense will have no impact on the REIT's cash flows or distributions. The new legislation is not expected to apply to the REIT until 2011 as Bill C-52 provides for a transition period for public entities that existed prior to November 1, 2006. The new legislation will not apply to an entity that qualifies for the real estate investment trust exemption (the "REIT Exemption"). The REIT intends to qualify for the REIT Exemption prior to 2011. In order to achieve this exemption the REIT may be required to restructure its affairs.



Operating Results

Net Operating Income - Same Properties


Three Months Three Months Variance to
Ended Ended Comparative Period
Favourable/
June 30, 2007 June 30, 2006 (Unfavourable)

Operating revenue $ 49,469 $ 45,958 $ 3,511
Operating expenses 21,450 20,284 (1,166)
-----------------------------------------------------
Net operating income $ 28,019 $ 25,674 $ 2,345
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The same property comparison includes only sixteen properties that were owned throughout both the current and comparative three-month periods. Net operating income, on a same property basis, increased $2,345, or 9.1%, over the comparative three-month period.

Excluding three assets that have undergone redevelopment activity, net operating income, on a same property basis, would have increased 4.0%.

Tenant sales

Tenant sales per square foot, on a same-tenant basis, have increased 4.2% to $498 in the 12 months ended May 31, 2007. Total tenant volume has increased by 7.5% when comparing sales for the same properties.



Same-Tenant
Sales per Square Foot Variance
2007 2006 $ %
---------------------------------
Aberdeen Mall $ 437 $ 431 $ 6 1.4%
Cornwall Centre 451 427 24 5.5%
Dufferin Mall 539 529 10 1.9%
Edinburgh Market Place 413 403 10 2.4%
Midtown Plaza 524 486 38 7.9%
Northland Village 452 414 39 9.3%
Orchard Park 554 527 28 5.2%
Park Place Mall 467 445 22 5.0%
Stone Road Mall 508 510 (1) -0.3%
---------------------------------
$ 498 $ 478 $ 20 4.2%
---------------------------------


All-Tenant
Total Sales Volume Variance
2007 2006 $ %
-----------------------------------------------
Aberdeen Mall $ 55,118,760 $ 53,686,206 $ 1,432,554 2.7%
Cornwall Centre 69,105,887 64,843,213 4,262,674 6.6%
Dufferin Mall 87,056,230 86,470,415 585,815 0.7%
Edinburgh Market Place 7,456,620 6,058,353 1,398,267 23.1%
Midtown Plaza 113,043,281 102,157,272 10,886,009 10.7%
Northland Village 42,901,992 38,396,075 4,505,917 11.7%
Orchard Park 138,025,179 121,980,288 16,044,891 13.2%
Park Place Mall 75,390,159 69,330,240 6,059,919 8.7%
Stone Road Mall 115,821,441 111,742,812 4,078,629 3.7%
-----------------------------------------------
$ 703,919,548 $ 654,664,873 $ 49,254,675 7.5%
-----------------------------------------------


The REIT's increase in sales per square foot of 4.2% is more favourable than the 3.6% national average tenant sales increase for the same period, as reported by the International Council of Shopping Centers for the 12 months ended May 31, 2007. The REIT's sales productivity of $498 is lower than the ICSC average of $550, largely because the ICSC includes sales from super regional malls which have the highest sales per square foot in the country.

Leasing activity

Primaris Retail REIT's property portfolio remains well leased.

The portfolio occupancy rate decreased during the first quarter to 96.6% at June 30, 2007, compared to the 96.8% at June 30, 2006 and 97.1% at March 31, 2007. The small decrease in occupancy since March 31 is the result of the early termination of an anchor store's lease at Place du Royaume to facilitate a redevelopment project. These percentages include space for which signed leases are in place but where the tenant may not yet be in occupancy.

The REIT leased 211,025 square feet of space during the second quarter. This represents 84 leases of generally smaller stores. Approximately 44% of these were renewals of existing tenants with weighted average new rents, on a cash basis, representing a 13.0% increase over the previous rent paid.

Development Activity

The REIT has launched two new redevelopment projects in 2007 and continues the planned execution of three redevelopment projects started in 2006.

In mid April the REIT agreed to terminate the lease of an 86,500 square foot Bay department store at Place du Royaume located in the Saguenay, Quebec. The store closed on June 6, 2007. Demolition of the interior of the store has been completed and construction has just started. The plan is to reconstruct the existing space for use by other retailers. Conditional Offers to Lease are in place for approximately 53,300 square feet or 72% of the leaseable area of the project. The common area of the mall will be extended through the former department store and reconnect with the mall on the other side of the store, thereby improving customer circulation throughout the mall. As part of this new circulation plan a small part of existing common area will be backfilled by retail use. The budgeted cost of this project is approximately $14 million. The REIT expects there will be 12 months of downtime in the former department store space and that there will then be 7 months of downtime while the backfill of existing common area occurs. The project is anticipated to generate a positive incremental return.

In early April the REIT demolished a 25,000 square foot single-storey office building that formed part of Midtown Plaza in Saskatoon. The previous tenant paid rent until March 31 and then vacated the premises. A new paid-parking lot opened in its place in mid July, 2007. This $4.8 million redevelopment also includes the renovation of the existing food court, new washrooms for the food court and the conversion of a former theatre space to retail use. The conversion of the former theatre space and the renovation of the food court commenced during the second quarter of 2007 and should be ready for tenants in the beginning of the fourth quarter of 2007. The redevelopment is projected to have a positive impact on the property.

During 2006, the REIT commenced a $30.0 million redevelopment of Stone Road Mall. As at June 30, 2007, the second of two phases was well underway and $22.3 million has been incurred and capitalized. The first phase of the redevelopment included the re-demise of the former Zellers store, the conversion of a theatre space to retail use and the addition of a new food court. The second phase is an interior renovation of the remaining portion of the property, which commenced in April 2007. The re-demise of the Zellers store and the new food court were completed on time and on budget and the renovated areas opened to the public in November 2006. The former food court has been converted into retail space and tenants are in-place and operating. Management anticipates these enhancements will have a positive effect on profitability of the property. Leasing on the redevelopment is 98% complete.

In early 2006, the REIT commenced a $23.0 million redevelopment at Orchard Park. As at June 30, 2007, $17.7 million has been incurred and capitalized. This redevelopment included an expansion and the re-demise of the former Wal-Mart store, which resulted in 60,000 square feet of in-line tenant space and a 42,000 square foot SportChek store. The redevelopment was completed on time and on budget. The majority of the new stores opened in the second quarter of 2007, with the last couple anticipated to be open in fourth quarter of 2007. The majority of the new commercial retail unit spaces and the SportChek store opened in the beginning of November 2006. Management expects the positive impact of this project to materialize starting in 2007. Leasing on the redevelopment is currently 99% complete.

The REIT commenced an $11.0 million capital program at Dufferin Mall in the second quarter of 2006. The first phase of work included interior flooring, ceilings, lighting, washrooms and improved communications and electrical distribution. As at June 30, 2007, $6.8 million has been incurred and capitalized. The remaining phase is a refurbishment of the exterior of the property, including landscaping and refurbished entrances, which commenced in April 2007.

Acquisitions

The REIT completed three acquisitions during June 2007 bringing acquisitions for 2007 to a total of $237.3 million.

The REIT purchased Place d'Orleans on June 27, 2007 at a total cost of $189.4 million, including transaction costs. This asset has given Primaris an entry in the important Ottawa market, and moreover is consistent with the REIT's strategy of owning mid-market malls in major Canadian cities. Place d'Orleans comprises a 43 acre site that was developed in several phases between 1979 and 1999. It includes four anchor tenants: Zellers, the Bay, the Bay Home Store and SportChek. These are the only locations for each of these banners in the Orleans trade area. In addition, there are three large tenants: GoodLife Fitness, Dollarama and an RCMP office.

Garden City Square is a 160,000 square foot power centre located in north-central Winnipeg, Manitoba. Major tenants of the centre include Canada Safeway, Staples, Jysk, Linen n' Furniture, Future Shop, Marks Work Wearhouse and Manitoba Liquor Commission. The property is shadow anchored by Home Depot. The REIT paid $23.2 million for this asset, including transaction costs.

Northland Village Shoppes is immediately adjacent to Northland Village Shopping Centre (also owned by Primaris) and is 7,000 square feet. It is located in Calgary, Alberta. The REIT paid $5.3 million for this asset, including transaction costs.

In addition to these completed acquisitions, the REIT is committed to purchase in August 2007 two other shopping centres, Heritage Place Shopping Centre and Westbank Shopping Centre.

Heritage Place, located in Owen Sound, Ontario, is a 310,000 square foot enclosed regional shopping centre with three anchor tenants; Zellers, Sears, Food Basics and a large tenant SportChek. It will be acquired at an estimated cost of $46.6 million, including transaction costs.

Westbank Shopping Centre is 74,000 square feet and is also a grocery anchored strip centre. It is located in the retail hub of Westbank, British Columbia. The shopping centre also benefits from adjacent Zellers and Extra Foods shadow anchors. This asset will cost $19.3 million including transaction costs.

Financing Activity

The REIT has been very active in the capital markets since the end of the first quarter. Primaris arranged and drew on an interim credit facility in the amount of $130 million to fund the purchase of Place d'Orleans in June 2007. This loan matures on October 1, 2007. The REIT is arranging permanent financing to replace this interim loan, although no firm lending commitments are yet in place. The REIT entered into an interest rate hedge contract in order to mitigate the risk of volatile bond yields while arranging the permanent financing. The hedge was booked at a rate of 4.43%. This rate does not include the credit spread that a lender will charge on the permanent loan.

The REIT has arranged an increase in its operating line of credit to $120 million from $90 million and has extended the term of this facility to July 2009. This increase was achieved principally because of the increased value of Northland Village and Park Place, the two REIT assets that form the security for this credit facility. The banking syndicate participating in this loan has increased from 3 to 4 participants.

Subsequent to June 30 the REIT offered 3.134 million units and $100 million convertible unsecured subordinated debentures for sale. This offering was made pursuant to a prospectus and is scheduled to close on August 13, 2007.



Comparison to Prior Period Financial Results


Variance to
Comparative
Three Months Three Months Period
Ended Ended Favourable/
June 30, 2007 June 30, 2006 (Unfavourable)

Revenue
Miniumum rent $ 33,606 $ 28,872 $ 4,734
Recoveries from tenants 18,802 16,086 2,716
Percentage rent 510 207 303
Parking 1,356 1,242 114
Interest and other income 1,135 969 166
------------- ------------- ---------------
$ 55,409 $ 47,376 $ 8,033

Expenses
Operating 23,067 20,176 (2,891)
Interest 10,164 8,976 (1,188)
Depreciation and amortization 18,719 13,988 (4,731)
Ground rent 295 303 8
------------- ------------- ---------------
$ 52,245 $ 43,443 $ (8,802)
------------- ------------- ---------------

Income from operations 3,164 3,933 (769)
General and administrative 1,801 1,622 (179)
Future income taxes 45,000 - (45,000)
------------- ------------- ---------------
Net income $ (43,637)$ 2,311 $ (45,948)

Depreciation of
income-producing properties 17,773 13,553 4,220
Amortization of acquired
deferred recoverable costs 166 477 (311)
Amortization of leasing costs 946 435 511
Accretion of convertible
debentures (4) (5) 1
Future income taxes 45,000 - 45,000
------------- ------------- ---------------
Funds from operations(i) $ 20,244 $ 16,771 $ 3,473
------------- ------------- ---------------

Funds from operations per unit
- basic(i) $ 0.346 $ 0.328 $ 0.018
Funds from operations per unit
- fully diluted(i) $ 0.344 $ 0.326 $ 0.018
Funds from operations - payout
ratio(i) 85.7% 87.5% (1.8%)
Distributions per unit $ 0.295 $ 0.285 $ 0.010
Weighted average units
outstanding - basic 58,540,282 51,070,057 7,470,225
Weighted average units
outstanding - fully diluted 59,205,786 52,243,714 6,962,072
Units outstanding, end of
period 58,590,888 51,218,839 7,372,049


Notes:
(i) Certain 2006 figures have been re-stated


Management Contracts

A special committee comprised of independent Trustees has been established to review the performance of the Property and Asset Managers and to consider future arrangements for the REIT with respect to property and asset management. This is due to the fact that both current contracts will expire in July 2008. The REIT and the manager have agreed to extend the deadline for notice under the management contracts to October 1, 2007 to allow the parties to continue their discussions.

Supplemental Information

The REIT's consolidated financial statements and Management's Discussion and Analysis for the quarter ended June 30, 2007 are available on the REIT's website at www.primarisreit.com.

Forward-Looking Information

The MD&A contains forward-looking information based on management's best estimates and the current operating environment. These forward-looking statements are related to, but not limited to, the REIT's operations, anticipated financial performance, business prospects and strategies. Forward-looking information typically contains statements with words such as "anticipate", "believe", "expect", "plan", or similar words suggesting future outcomes. Such forward-looking statements are subject to risks, uncertainties and other factors which could cause actual results to differ materially from future results expressed, projected or implied by such forward-looking statements.

Examples of such information include, but are not limited to, factors relating to the business, financial position of the REIT, operations and redevelopments including volatility of capital markets, consumer spending, retail leasing demand, strength of the retail sector, price volatility of construction costs, availability of construction labour and timing of regulatory and contractual approvals for developments.

Although the forward-looking statements contained in this document are based on what management of the REIT believes are reasonable assumptions, forward-looking statements involve significant risks and uncertainties. They should not be read as guarantees of future performance or results and will not necessarily be an accurate indicator of whether or not such results will be achieved. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future results to differ from targets, expectations or estimates expressed in the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, economic, competitive and commercial real estate conditions, unplanned compliance-related expenses, uninsured property losses and tenant-related risks.

Non-GAAP Measures

Funds from operations ("FFO"), net operating income ("NOI") and earnings before interest, taxes, depreciation and amortization ("EBITDA") are widely used supplemental measures of a Canadian real estate investment trust's performance and are not defined under Canadian generally accepted accounting principles ("GAAP"). Management uses these measures when comparing itself to industry data or others in the marketplace. The MD&A describes FFO, NOI and EBITDA and provides a reconciliation to net income as defined under GAAP. FFO, and EBITDA should not be considered alternatives to net income or other measures that have been calculated in accordance with GAAP and may not be comparable to measures presented by other issuers.

Conference Call

Primaris invites you to participate in the conference call that will be held on Monday, August 13 at 9:00 am EDT to discuss these results. Senior management will speak to the results and provide a brief corporate update. The telephone numbers for the conference call are: 416-641-6114 (within Toronto), and 1-866-226-1798 (within North America).

Audio replays of the conference call will be available immediately following the completion of the conference call, and will remain active until August 20, 2007. The replay will be accessible by dialing 416-695-5800 or 1-800-408-3053 and using the pass code 3227727#.

Primaris has previously announced the acquisition of two shopping centres, Heritage Place and Westbank, scheduled to close in August 2007. Upon completion of these acquisitions, the REIT will own 26 income-producing properties comprising approximately 9.3 million square feet located in Canada. As of July 31, 2007, the REIT had 58,634,954 units issued and outstanding.



PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Consolidated Balance Sheets
(In thousands of dollars)

June 30, 2007 and 2006

---------------------------------------------------------------------
---------------------------------------------------------------------
2007 2006
---------------------------------------------------------------------

Assets

Income-producing properties $ 1,438,574 $ 1,220,618
Deferred costs 37,050 37,432
Rents receivable 6,069 5,115
Other assets and receivables 33,237 39,700
Cash and cash equivalents 19,844 99,328

---------------------------------------------------------------------
$ 1,534,774 $ 1,402,193
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Liabilities and Unitholders' Equity

Liabilities:
Mortgages payable $ 717,802 $ 718,119
Convertible debentures 7,368 8,955
Bank indebtedness 159,745 -
Accounts payable and other liabilities 43,422 47,680
Distribution payable 5,766 5,739
Future income taxes 45,000 -
--------------------------------------------------------------------
979,103 780,493

Unitholders' equity 555,671 621,700

Commitments and contingencies

---------------------------------------------------------------------
$ 1,534,774 $ 1,402,193
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PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST

Interim Consolidated Statements of Income
(In thousands of dollars, except per unit amounts)

Three and six months ended June 30, 2007 and 2006
(Unaudited)


---------------------------------------------------------------------------
---------------------------------------------------------------------------
Three months ended Six months ended
June 30, June 30,
2007 2006 2007 2006
---------------------------------------------------------------------------
(Unaudited) (Unaudited)

Revenue:
Minimum rent $ 33,606 $ 28,872 $ 66,699 $ 57,483
Recoveries from tenants 18,802 16,086 38,360 33,062
Percentage rent 510 207 1,235 919
Parking 1,356 1,242 2,760 2,379
Interest and other 1,135 969 2,667 2,060
--------------------------------------------------------------------------
55,409 47,376 111,721 95,903

Expenses:
Property operating 12,502 11,616 26,290 23,437
Property taxes 10,565 8,560 20,840 17,706
Depreciation 17,773 13,553 33,120 26,965
Amortization 946 435 1,920 799
Interest 10,164 8,976 20,289 17,715
Ground rent 295 303 585 612
General and administrative 1,801 1,622 3,584 2,849
--------------------------------------------------------------------------
54,046 45,065 106,628 90,083

Income before taxes 1,363 2,311 5,093 5,820

Future income taxes 45,000 - 45,000 -

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Net income/(loss) $ (43,637)$ 2,311 $ (39,907)$ 5,820
---------------------------------------------------------------------------
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Basic and fully-diluted net
income/(loss) per unit $ (0.745)$ 0.045 $ (0.683)$ 0.115

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PRIMARIS RETAIL REAL ESTATE INVESTMENT TRUST
Reconciliation of Net Income to Funds from Operations
(In thousands of dollars)


--------------------------------------------------------------------------
--------------------------------------------------------------------------
Three Months Ended Three Months Ended
June 30, 2007 June 30, 2006
--------------------------------------------------------------------------

Net income/(loss) $ (43,637) $ 2,311
Depreciation of income producing
properties 17,773 13,553
Amortization of acquired deferred 166 477
recoverable costs
Amortization of leasing costs 946 435
Accretion of convertible debentures (4) (5)
Future income taxes 45,000 -
---------- ----------
Funds from operations $ 20,224 $ 16,771
---------- ----------


Funds from Operations, which is not a defined term within Canadian generally accepted accounting principles, has been calculated by management, using Canadian generally accepted accounting principles, in accordance with REALPac's White Paper on Funds from Operations. The White Paper defines Funds from Operations as net income adjusted for depreciation and amortization of assets purchased, amortization of leasing costs, accretion of convertible debentures and taxes. Funds from Operations may not be comparable to similar measures used by other entities.



Reconciliation of Net Income to Distributable Income
(In thousands of dollars)

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Calculation of Net Operating Income
(In thousands of dollars)

---------------------------------------------------------------------------
---------------------------------------------------------------------------
Three Months Ended Three Months Ended
June 30, 2007 June 30, 2006
---------------------------------------------------------------------------

Revenue $55,409 $ 47,376
Less: Corporate interest and other
income (948) (803)
Property operating expenses (12,502) (11,616)
Property tax expense (10,565) (8,560)
Ground rent (295) (303)
--------- ---------
Net operating income $ 31,099 $ 26,094
--------- ---------


Contact Information

  • Primaris Retail REIT
    R. Michael Latimer
    Chief Executive Officer
    (416) 865-5353
    or
    Primaris Retail REIT
    Louis M. Forbes
    Senior Vice President, Chief Financial Officer
    (416) 865-5360
    Website: www.primarisreit.com