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SKYLINE COMMERCIAL REAL ESTATE INVESTMENT TRUST

ANNUAL REPORT 2012

SKYLINE COMMERCIAL REAL ESTATE INVESTMENT TRUST ANNUAL REPORT DECEMBER 31, 2012

SKYLINE COMMERCIAL

REAL ESTATE INVESTMENT TRUST

May 1, 2013

ANNUAL REPORT TO THE UNITHOLDERS OF


MANAGEMENT DISCUSSION & ANALYSIS

REPORT TO UNITHOLDERS Skyline Commercial REIT was created in January 2012 to capitalize on opportunities that exist in the commercial real estate sector, more specifically in light industrial, flex and office space. Properties in these asset classes have highly fragmented ownership and can still be purchased at a discount-to-replacement cost. With these factors in mind, Management is confident that it can consolidate assets into a portfolio that will have an enhanced value, while producing consistent and stable cash flows available for distributions to Unitholders. Focusing on multi-tenant light industrial and office space further benefits the portfolio by lowering the volatility associated with larger single tenant properties. The initial assets used to seed and launch the portfolio were three properties that had been previously purchased, owned and operated by the Skyline Apartment REIT. Skyline Management had nearly 10 years of history and a solid track record with these properties, and they provided a stable base of income and value for the new Skyline Commercial REIT. As a result, these properties were sold in a purchase transaction from the Skyline Apartment REIT to the Skyline Commercial REIT to launch the new commercial portfolio. The launch of this new entity gave the choice back to the REIT’s Unitholders, allowing them to decide how they wanted to diversify their own portfolios between commercial and multi-residential real estate. This option was well-received and allowed Management to immediately purchase two additional properties that were accretive to the REIT, with great lease terms, locations and a strong tenant mix. With a strong but modest foothold in place to launch the Skyline Commercial REIT, Management entered into an Agreement of Purchase and Sale to acquire a single portfolio of $242 million of assets between the Greater Toronto Area (GTA) and Ottawa, ON markets. With familiarity and trust already established through previous work with the vendor, Management agreed to complete the total purchase in three separate phases. The GTA portfolio was acquired in November 2012, and the remaining Ottawa portfolio was acquired in two phases in the first quarter of 2013. A highly experienced management team joined the Skyline Group to continue to manage these properties under the Skyline brand—a crucial element to the transaction, which allowed for continuity and consistency at the property, operational and management levels. Skyline’s new and highly dedicated Commercial Management Team currently operates 52 properties consisting of 2,600,856 Million square feet of leasable space in 12 Ontario communities, with over 430 tenants. The enterprise value of the portfolio currently stands at over $270 million. This portfolio now has substantial diversification by geography, asset class and tenant base, providing even greater stability to cash flow.

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With the opportunity to provide modest increases in net rents through active management, we are confident that there is opportunity for value enhancement within the REIT portfolio. Although tenancies are on net leases, we plan to make operating systems more efficient for our tenants through improvements that we can amortize and charge back, while reducing the overall operating costs for the tenant. This will provide the REIT with a great competitive advantage to attract tenants that can afford higher net rents, but lower overall operating costs. As it was the REIT’s first year of operation, it was very important to Management that it immediately gained a strong foothold, along with a solid strategy upon which to move forward. Management is pleased with the successful launch of Skyline Commercial REIT, and will continue to deliver the stability that our investors expect from Skyline.

Jason Castellan Chief Executive Officer & Trustee Skyline Commercial REIT

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2012 ACQUISITIONS

Building Address

Date of Purchase

Commercial Space (Sq. Ft.)

Purchase Price

1 221 Holiday Inn Drive Cambridge, ON

Apr. 2, 2012 19,060 $1,480,000

2 1770 King Street East, 815 & 825 Weber Street East Kitchener, ON

Apr. 2, 2012 27,379 $4,032,500

3 66 Hincks Street New Hamburg, ON

May 9, 2012 51,625 $4,460,000

4 2215 Huron Church Road Windsor, ON

Jun. 28, 2012 8,045 $965,714

5 2187 Huron Church Road Windsor, ON

Jun. 28, 2012 52,352 $6,284,286

6 3600 Rhodes Drive Windsor, ON

Jul. 12, 2012 56,995 $7,500,000

7 10 & 20 Anne Street South Barrie, ON

Nov. 1, 2012 12,476 $825,332

8 303 Dunlop Street West Barrie, ON

Nov. 1, 2012 19,324 $1,795,097

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2012 ACQUISITIONS

Building Address

Date of Purchase


Purchase Price

9 36 George Street Barrie, ON

Nov. 1, 2012 8,100 $422,982

10 44 George Street Barrie, ON

Nov. 1, 2012 8,100 $505,516

11 25 Hart Drive Barrie, ON

Nov. 1, 2012 20,151 $1,186,414

12 155 Hedgedale Road Brampton, ON

Nov. 1, 2012 66,517 $5,529,722

13 21 Steelwell Road Brampton, ON

Nov. 1, 2012 15,000 $1,372,113

14 275 Steelwell Road Brampton, ON

Nov. 1, 2012 82,235 $6,220,936

15 221 Evans Avenue Etobicoke, ON

Nov. 1, 2012 33,760 $2,053,013


Nov. 1, 2012 22,826 $1,392,474

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2012 ACQUISITIONS

Building Address

Date of Purchase


Purchase Price


Nov. 1, 2012 38,884 $2,218,079

18 12-14 Goldthorne Avenue Etobicoke, ON

Nov. 1, 2012 33,066 $2,321,246

19 2350 Cawthra Road Mississauga, ON

Nov. 1, 2012 39,434 $2,981,509

20 5299 Maingate Drive Mississauga, ON

Nov. 1, 2012 9,800 $1,165,780

21 570 Orwell Street Mississauga, ON

Nov. 1, 2012 19,050 $1,537,181


Nov. 1, 2012 24,000 $1,722,880


Nov. 1, 2012 76,953 $5,653,521

24 563 Queensway East Mississauga, ON

Nov. 1, 2012 109,421 $8,655,664

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2012 ACQUISITIONS

Building Address

Date of Purchase


Purchase Price


Nov. 1, 2012 39,426 $3,022,776


Nov. 1, 2012 148,431 $16,372,513

27 2410 Tedlo Street Mississauga, ON

Nov. 1, 2012 34,600 $2,682,327

28 2460 Tedlo Street Mississauga, ON

Nov. 1, 2012 42,382 $2,114,913

29 2355/2755 Tedlo Steet Mississauga, ON

Nov. 1, 2012 54,400 $4,085,390

30 2465-2495 Tedlo Street Mississauga, ON

Nov. 1, 2012 130,490 $7,871,599

31 2500-2510 Tedlo Street Mississauga, ON

Nov. 1, 2012 53,053 $3,528,292

32 575 West Street South Orillia, ON

Nov. 1, 2012 36,949 $4,054,441

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2012 ACQUISITIONS

Building Address

Date of Purchase


Purchase Price

33 1100 Gorham Street Newmarket, ON

Nov. 1, 2012 55,506 $6,045,553

34 1091 Gorham Street Newmarket, ON

Nov. 1, 2012 58,766 $8,294,581

35 210 Lesmill Road North York, ON

Nov. 1, 2012 37,052 $3,332,275

36 130-160 Bradwick Drive Vaughan, ON

Nov. 1, 2012 124,115 $10,450,757

TOTAL 1,669,723 $144,137,376

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SENIOR MANAGEMENT

Jason Castellan Martin Castellan Roy Jason Ashdown Wayne Byrd Co-Founder & Chief Executive Co-Founder & Chief Administrative Co-Founder & Chief Operating Chief Financial Officer Officer, Skyline Group of Companies Officer, Skyline Group of Companies Officer, Skyline Group of Companies Skyline Group of Companies Trustee

Marissa Teeter Mike Bonneveld Chris Moes Director of Investor Relations Director of Acquisitions General Counsel Skyline Wealth Management Inc. Skyline Asset Management Inc. Skyline Group of Companies

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INDEPENDENT TRUSTEES

Jonathan Halpern Ron Martin CPA, CA

NEWEST MEMBERS OF THE TEAM

James Sloan joined Skyline Commercial Management Inc. (“SCMI”) in November 2012, bringing over 30 years of experience in property management, commercial asset management and leasing. As Vice President of SCMI, he oversees the commercial division which includes over 430 tenants in excess of 2.6 million sq. ft. of space located in the southern Ontario and Ottawa markets. Prior to joining Skyline, James was Vice President of Operations with Sheffield Management Corporation, Vice President of Leasing and Acquisitions with TGS Asset Management Group, and a manager with

Monarch Construction Ltd. for eighteen years. James holds a diploma in Architectural Technology from George Brown College.

Peter Roden is the Vice President for Skyline Mortgage Financing Inc. (“SMFI”), and is responsible for sourcing the borrowing needs for Skyline Commercial REIT.

Peter brings a wealth of knowledge and experience within the Financial Services industry. Having moved to the UK in his mid-teens, he began his career in the life insurance and pension arena, and then added mortgage placements and investment planning for his clientele. He built his own Independent Financial Advisor brokerage in 1995, and specialized in helping high net-worth individuals mitigate their inheritance tax liabilities,

using tax-efficient investment strategies. In 2003, he sold half his business to a Chartered Accountant and formed a Financial Services LLP partnership, and later sold his share and moved back to Canada. He then joined IC Funding, a successful commercial mortgage brokerage out of London Ontario, where he concentrated on building relationships with owners/developers of apartment, retail, industrial and office properties with a unique view for providing commercial mortgage financing solutions. One of his major clients was Skyline, and with a strong understanding of its business model and financing requirements, he was honoured

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and excited to accept its offer to look after all future financing needs on an in-house basis. Peter holds an Economics degree from Haywards Heath College in Sussex, England.

MANAGEMENT STRATEGY

As managers to Skyline Commercial REIT; both the Asset Manager and Property Manager will implement their values and strategies as they fulfill their responsibilities. The REIT’s mandate is clear and focused on the following strategies:

• Maximize Revenues - The ability to maximize revenues for Skyline Commercial REIT is dependent upon four factors:

a. Increase base rental rates upon lease expiries and at lease renewal;

b. Improvement in occupancy percentages;

c. Reduction in operating expenses as it relates to overall affordability; and

d. Develop or expand rentable space

• Reduce Expenses - Reducing expenses at the property level is critical for improving the

profitability of each property and of the portfolio as a whole. Skyline Commercial Management Inc. (“SCMI”) has developed strategies to reduce expenses through a variety of programs, capital projects, and diligent consumption monitoring:

a) Reduce consumption;

b) Reduce maintenance costs through better costing from sub-contractors and/or internalization of minor repairs and maintenance;

c) Aggressive negotiation and re-negotiation of critical service contracts with constant consideration for economies of scale, along with diligent and responsible tracking of billing;

d) Preventative and proactive maintenance and capital expenditure planning;

e) Future planning – Bulk purchasing, internalization of current supplier services, etc; and

f) Ongoing training of Portfolio Managers and Building Operators in an effort to educate them on available cost saving measures, as well as on general maintenance.

It is Skyline Commercial Management Inc.’s strategy to aggressively work toward

expense reduction. In the competitive marketplace of Canadian commercial real estate, Skyline Commercial Management Inc. has mandated to look closely at expenses and reduce them wherever possible. Striving to reach this goal also begins the progress towards the third goal of

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improving portfolio quality and improving the overall asset base. Management’s efforts are directed toward the following strategies:

• Improve Portfolio Quality - To be a leader in the multi-unit commercial industry in Canada, simply owning a large number of buildings is not enough. The industry has become more sophisticated and there is more competition to attract the pool of available tenants. Real estate brokers maintain lists of detailed tenant expiries and contact them regularly to influence their location choices. Tenants are therefore better educated as to market conditions, rates and availability. Our product attracts small new businesses as well multi-national corporations. We vet our opportunities to avoid unnecessary risk, but also rely upon the growth and incubation of small start-up businesses. Our efforts are directed at attracting the most desirable tenants possible to the REIT.

KEY PERFORMANCE INDICATORS

To meet its objectives and evaluate the success of its strategies, Skyline Commercial REIT uses several key operating and performance indicators:

• Distributions. Skyline Commercial REIT is currently paying monthly distributions to Unitholders of $0.075 per unit, or $0.90 on an annual basis. At December 31, 2012, approximately 27.48% of the REIT’s Units were enrolled in the Distribution Re-Investment Plan (“DRIP”).

• Occupancy. Management is focused on achieving occupancy levels that exceed the overall averages for the geographic regions in which Skyline Commercial REIT exists, without sacrificing the maximization of rental income.

• In-Place Rental Rates. Through ongoing and active management, the portfolio’s in-place base rents will always be evaluated against market rents for similar assets, in order to achieve the most accretive gain when space is renewed or newly leased.

• Leasing and Tenant Profile. Through the management of the key indicators of ‘occupancy’ and ‘in place rental rates’; Management will evaluate and optimize the overall average remaining lease term in order to spread vacancy risk over a longer term. Additionally, Management will maintain its multi-tenant focus across the portfolio in order to minimize the revenue exposure to any single tenant.

• Same-Asset Net Operating Income (“NOI”). This is defined as operating revenues less operating expenses, and is a key measure of operating performance. It is a key non-International Financial Reporting Standards (“IFRS”) financial measure of the operating performance of Skyline Commercial REIT. Management is focused on maintaining or increasing same-asset NOI year over year.

• Funds from Operations (“FFO”). FFO is a measure of operating performance based on the funds generated by the business before reinvestment or provision for other capital needs.

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• Adjusted Funds From Operations (“AFFO”). AFFO is a measure of performance taking into consideration regular maintenance capital expenditures and regular leasing expenditures that a prudent owner must maintain from operating cash flows.

• Payout Ratio. To ensure that Skyline Commercial REIT retains sufficient cash to meet its capital improvement and leasing objectives, Management strives to maintain appropriate FFO and AFFO payout ratios over the year. Management is targeting an 85% FFO payout ratio and a 95% AFFO payout ratio.

• Financing. Management is continually managing and planning its financing strategies for the portfolio. This ensures that the portfolio is well positioned to mitigate interest rate uncertainty as well as to responsibly ladder the maturities of the portfolio’s mortgages over the long-term.

• Loan to Value. The portfolio is regularly evaluated based upon key leverage ratios, comprising of mortgage debt, total indebtedness, historical cost and IFRS value. Loan to value ratios are shown on both a historical cost and market value basis. The Declaration of Trust requires that the overall leverage ratio not exceed 70% Loan to IFRS Value. However, it is Management’s objective to keep the portfolio at a more conservative level of approximately 60% leverage based upon IFRS.

FORWARD-LOOKING DISCLAIMER

The following Management’s Discussion and Analysis (“MD&A”) of the results of operations and financial conditions for the year ended December 31, 2012 should be read in conjunction with Skyline Commercial REIT’s audited financial statements. Certain statements in this MD&A could be considered forward-looking information within the meaning of applicable securities legislation. Forward-looking information is based on a number of assumptions and is subject to a number of risks and uncertainties, many of which are beyond the Trust’s control, which could cause actual results to differ materially from those disclosed in or implied by such forward-looking information. These risks and uncertainties include, but are not limited to, general and local economic and business conditions; the financial condition of tenants; our ability to refinance maturing debt; leasing risks, including those associated with the ability to lease vacant space; our ability to source and complete accretive acquisitions; and interest rates.

The information in this MD&A is based on information available to management as of April 30, 2013, except where otherwise noted. Skyline Commercial REIT does not undertake to update any such forward-looking information whether as a result of new information, future events or otherwise.

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OVERVIEW

Skyline Commercial Real Estate Investment Trust (“Skyline Commercial REIT”) is an unincorporated open-ended investment trust created by a Declaration of Trust effective as of January 10, 2012 (the “Declaration of Trust”) and governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. Skyline Commercial REIT earns income from investments in a diversified portfolio of commercial properties located in Ontario.

At December 31, 2012, Skyline Commercial Real Estate Limited Partnership’s holdings

included 40 commercial properties worth $146.35 million encompassing 1,669,723 rentable square feet, geographically diversified across 8 communities in Ontario.

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GOALS AND OBJECTIVES OF SKYLINE COMMERCIAL REIT

In accordance with the Declaration of Trust, the goals and objectives of Skyline Commercial REIT are: 1. to provide REIT Unitholders with stable and growing cash distributions, payable monthly

and, to the extent reasonably possible, tax deferred, from investments in a diversified portfolio of income-producing commercial properties located in Canada;

2. to maximize REIT Unit value through the ongoing management of Skyline Commercial REIT’s assets and through the acquisition of additional properties; and

3. to maintain a REIT that satisfies the REIT exception under the SIFT legislation in order provide certainty to Unitholders with respect to taxation of distributions.

PROPERTY PORTFOLIO

Skyline Commercial REIT’s property portfolio is a balanced mix of commercial real estate located in primary and secondary markets across Ontario. The REIT continues to look at further expanding and enhancing the portfolio in existing and new urban markets across Canada.

Presently, the commercial portfolio is comprised of three broad classes: office, retail and industrial. Management wishes to be diversified across these classes, however, has a focus on being heavier weighted on industrial class properties.

Portfolio by Commercial Class

As at December 31, 2012 GLA (sq ft) %

Office 231,794 14% Retail 144,707 9% Industrial 1,293,222 77%

Total 1,669,723 100%

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Portfolio Average Monthly Base Rent and Occupancy (By Commercial Class)

As at December 31, 2012 GLA (sq ft) % Average

Occupancy Rate Average Base

Rent

Office 231,794 14% 86.65% $7.29 Retail 144,707 9% 93.53% $8.69 Industrial 1,293,222 77% 95.12% $6.36

Total 1,669,723 100%

Portfolio Revenues by Commercial Class

CAPITAL INVESTMENTS

During 2012, Skyline Commercial REIT acquired 1,669,723 rentable square feet of commercial space through the acquisition of 40 properties for a total investment of $146.35 million.

In general, Skyline Commercial REIT is purchasing income producing commercial properties on an accretive basis; and is committed to increasing the value of these assets by investing in capital expenditure initiatives and other programs in order to improve the overall quality of the properties and ultimately to sustain and expand the overall Portfolio’s future rental income-producing potential over its expected life span.

With the majority of the investment properties being acquired in late 2012, capital expenditures were at a minimum and will be undertaken in 2013.

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CAPITAL STRUCTURE

‘Capital’ is defined as the aggregate of debt and Unitholders’ equity. Management’s objectives with respect to Capital is to maintain its ongoing ability to fund its distributions to Unitholders, to meet its repayment obligations under mortgages and other credit facilities, and to ensure there are sufficient funds available to meet the capital requirements of the Portfolio.

Skyline Commercial REIT’s Declaration of Trust (“DOT”) permits the maximum amount of total debt to 70% of the gross book value of the REIT’s assets. Previously, under Generally Accepted Accounting Principles (“GAAP”) gross book value (“GBV”) was defined as the acquisition cost of the properties plus the capital improvements expended on the properties (“Historical Cost”). Under IFRS reporting, market value becomes gross book value.

The total Capital of Skyline Commercial REIT as at December 31, 2012 is summarized below:

2012

As at December 31, 2012 $ Thousands, except where noted

Financial Assets $10,522

Mortgages Payable $83,414

Financial Liabilities $1,196

Mezzanine Debt $30,000

Unitholder Equity $52,970

Total Capital $178,102

Mortgage Debt to Historical Cost 57.00%

Mortgage Debt to IFRS Value 57.00%

Total Debt to Historical Cost 71.12%

Total Debt to IFRS Value 71.12%

Weighted Average Mortgage Interest Rate 4.36%

Weighted Average Mortgage Term to Maturity 4.39 yrs

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Mortgage Maturity Schedule

Debt Maturities Year Ending December 31, $ Thousands Percentage of

Total Mortgages2013 $2,698 2.4%

2014 $35,171 31.0%

2015 $2,685 2.4%

2016 $41,391 36.5%

2017 $28,985 25.6%

Thereafter $2,484 2.2%

$113,414 100.0%

2012 OPERATING HIGHLIGHTS

Operating Results and Key Performance Indicators

As at December 31, 2012 $ Thousands, except where noted

%

Operating Revenues $5,005

Operating Expenses Utilities $143 2.9

Repairs & Maintenance $258 5.2

Realty Taxes $870 17.4

Other $1,670 33.4

Total Operating Expenses $2,941 58.8

NOI $2,064 41.2

* As a percentage of Operating Revenues

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Occupancy/Vacancy Schedule At the close of 2012, the Portfolio had 103,428 square feet of vacant space, of which 24,717 square feet is committed for future occupancy. Leasing and Tenant Profile The REIT’s tenant profile consists of a diversified base of quality tenants. At December 31, 2012; with 210 tenants, risk exposure to any single tenant is low (4.9%).

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Investment Summary

Commencing in 2012, the Wealth Manager issued Skyline Commercial REIT Units under four separate Confidential Offering Memoranda dated: March 23, 2012, June 15, 2012, July 23, 2012 and December 1, 2012. During 2012, the REIT received net proceeds of $52.97 million through new investments and DRIP enrolment (net of all redemptions).

2012 # of Units Investment

Opening 0 $0

Investment - Cash 5,270,175 $52,701,748

Investment - DRIP Plan 26,901 $268,099

Redemptions 0 $0

Net 5,297,076 $52,969,847

Weighted Average Number of Units 1,712,012

FUNDS FROM OPERATIONS (“FFO”)

FFO is a measure of operating performance based on the funds generated by the business before reinvestment or provision for other capital needs. This non-IFRS measure is a commonly used performance measure for assessing real estate operations. However, it does not represent cash flow from operating activities, and is not necessarily indicative of cash available to fund Skyline Commercial REIT’s needs. It also does not have a standardized industry definition; therefore, it may not be relied upon as a comparable indicator to other REITs that use a similar term. ADJUSTED FUNDS FROM OPERATIONS (“AFFO”)

Management believes that AFFO is an important measure of the REIT’s economic

performance and is indicative of the ability to pay distributions. This non-IFRS measure is a commonly used performance measure for assessing real estate performance. However, it does not represent cash flow from operating activities, and is not necessarily indicative of cash available to fund Skyline Commercial REIT’s needs.

PAYOUT RATIOS

Payout ratios compare total and net distributions declared to these non-IFRS measures. Management considers these ratios to also be important measures of the sustainability of distributions.

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Distributions to Unitholders and Payout Ratio

Skyline Commercial REIT currently pays monthly distributions to Unitholders of $0.075 per Unit, or $0.90 per Unit on an annual basis. At December 31, 2012, approximately 27.48% of the REIT’s Units were enrolled in the Distribution Reinvestment Plan (“DRIP”). Distributions made to Unitholders during 2012 amounted to $1.2 million, of which $0.3 million was retained through the DRIP.

Year Ended December 31, 2012

Distribution Declared $1,243

Less: Distributions Reinvested ($268)

Net Distributions Paid $975

Percentage of Distributions Reinvested 21.6%

$ Thousands, except where noted

A reconciliation of net income to FFO is as follows:

Year Ended December 31, 2012

Income and Comprehensive Income $2,064 Adjustments: Unrealized Gain on Fair Value Adjustment $0 Issuance Costs ($666) Amortization of Financing Costs ($21)

Funds From Operations (FFO) $1,377

Total Distributions Declared $1,243

FFO Payout Ratio 90.3%

Net Distribution Paid $975

Excess FFO over Net Distributions Paid $402

FFO Effective Payout Ratio 70.8%

$ Thousands, except where noted

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UNITHOLDER TAXATION

For taxable Canadian residents, Unitholder distributions are treated as follows for tax purposes:

2012

Taxable to Unitholders as Other Income ---

Taxable to Unitholders as Capital Gain Income ---

Tax Deferral 100%

TOTAL 100%

INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRS”) PURPOSE AND INTENDED USE OF INTERNAL VALUATION

The Board of Trustees elected to implement market value reporting of investment properties under IFRS. IFRS requires an entity to adopt IFRS in its first financial statements prepared under IFRS by making an explicit and unreserved statement in those financial statements of compliance with IFRS.

IFRS reporting impacts the financial statements of Skyline Commercial REIT and its subsidiaries most significantly in the areas of Investment Properties and Amortization. Investment Properties

Under IFRS, management considers its properties to be Investment Properties under IAS-40 – Investment Property. Investment Properties are properties held to earn rental income or for capital appreciation, or both. Management has elected the Fair Market Model to measure its investment properties on the balance sheet and record any unrealized gain (or loss) on the income statement.

The following is Management’s approach to the Fair Market Value of the Portfolio’s investment properties:

Group the Portfolio into segments that identify geographic locations as well to group the

portfolio by property characteristics. This will allow Management to apply the same metrics to similar properties.

Engage third party market appraisals for a portion of its Portfolio which comprises at least 20% of the number of properties which make up at least 25% of the gross book value of the Portfolio. The balance of the properties will undergo an internal valuation which will be verified by a comparative appraisal and audited by RLB LLP.

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Properties must be appraised at least once every five years.

Properties will not be appraised within 18 months of acquisition (unless it is necessary for mortgage financing).

Properties will not be required to be appraised in a year, if within the next 12 months it is scheduled for mortgage maturity.

In the Portfolio, for fiscal year 2012, the change in fair value adjustment on investment

properties was NIL, as the properties were acquired during the year and acquisition cost approximates fair market value.

IFRS - Fair Market Value of Properties 2012

Balance at beginning of the year $0

Additions:

Results from acquisitions $146,304,024

Results from subsequent expenditures recognized

in the carrying amount of an asset $44,829

Results from disposals $0

Change in fair value adjustments $0

Balance at end of year $146,348,853

Amortization

With the implementation of IAS-40 – Investment Property; by recording investment

properties at fair market value, the concept of amortization (depreciation) of the real estate common under GAAP is no longer presented on the financial statements. Capital Cost Allowance is now only used for taxation purposes only.

The combination of the fair market value recognition of the properties and the exclusion of amortization from the financial statements represent the most significant change for the reader of these new financial statements. Under IFRS and the fair value approach, the stakeholder gets a more representative presentation of the financial position of Skyline Commercial REIT.

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EXECUTIVE COMPENSATION FROM THE APARTMENT REIT

The Executive Officers of Skyline Commercial REIT do not receive direct salary compensation from the REIT. Rather, Skyline Commercial Real Estate GP Inc., as General Partner of the Trust has a 20% deferred interest in the properties of the Trust’s subsidiaries (“GP Sharing”). Additionally, the executive officers receive compensation from the management companies to the REIT and Limited Partnership. (“Management Services”). GP Sharing

Distributions under the GP Sharing commence once the equivalent of the total investors’ equity has been effectively distributed on a property by property basis. Once triggered, any future cash-flows are shared at a ratio of 20% to the GP: 80% to the LP (which indirectly means its investors). In addition, on any disposition, the GP is entitled to 20% of the equity growth of the property net of any outstanding amounts owing to investors. The GP Sharing calculation is done on a per property basis, which incents management to ensure that each property is performing optimally. To date, no GP Sharing distributions have triggered.

Management Services Fees paid during last year are as follows:

2012 2013F

Property Management Fees $106,965 $750,546

Asset Management Fees $73,886 $574,257

Wealth Management Fees $640,390 $1,016,218

The Property Management Agreement provides for the payment of an annual property

Management Fee to the Property Manager during the term in an amount up to 5% of the Adjusted Gross Revenues of the Properties, which will be calculated and payable monthly. Under the Property Management Agreement, the Property Manager will be responsible for employment expenses of its personnel, rent and other office expenses, and miscellaneous administrative expenses relating to its functions under the Property Management Agreement. The Property Manager will not be responsible for costs of on-site offices and personnel dedicated to any one or more of the Properties (such as on-site superintendents and other support staff employed by Skyline Commercial REIT).

The Asset Management Agreement provides for the payment of an annual asset Management Fee to the Asset Manager during the term in an amount equal to 2% of the Adjusted Gross Revenues of the Properties, which will be calculated and payable monthly. Under the Asset Management Agreement, the Asset Manager is responsible for employment expenses of its personnel, rent and other office expenses of the Asset Manager, and the expenses of the non-Independent Trustees and officers of Skyline Commercial REIT who are

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directors, officers or employees of the Asset Manager or of an affiliate of the Asset Manager (except expenses incurred while attending meetings of the Board of Trustees).

The Wealth Management Agreement provides for the payment of a wealth management

fee, payable monthly, equal to 1/12 of 0.3% of Skyline Commercial REIT’s Equity Under Management (calculated as the product of the outstanding REIT Units multiplied by the then market value of one REIT Unit). The Wealth Manager will also be entitled to an equity raise fee equal to a maximum of 1.0% on the capital raised in offerings of REIT Units, subject to adjustment. Under the Wealth Management Agreement, the Wealth Manager is responsible for employment expenses of its personnel, rent and other office expenses of the Wealth Manager in connection with providing services to Skyline Commercial REIT under the Wealth Management Agreement.

RISKS AND UNCERTAINTIES

Skyline Commercial REIT must adhere to specific operating and investment guidelines as set out in the DOT. These guidelines are established to limit to the best extent possible the risks and uncertainties that exist.

Real Property Ownership

All real property investments are subject to elements of risk. Such investments are affected by general economic conditions, local real estate markets, demand for commercial premises, competition from other available commercial premises and various other factors.

Certain significant expenditures, including property taxes, capital repair and replacement costs, maintenance costs, mortgage payments, insurance costs and related charges must be made throughout the period of ownership of real property regardless of whether the property is producing any income. If Skyline Commercial REIT is unable to meet mortgage payments on any property, losses could be sustained as a result of the mortgagee’s exercise of its rights of foreclosure or sale.

Real property investments tend to be relatively illiquid, with the degree of liquidity generally fluctuating in relation to demand for and the perceived desirability of such investments. Such illiquidity may tend to limit Skyline Commercial REIT’s ability to vary its portfolio promptly in response to changing economic or investment conditions. If Skyline Commercial REIT were required to liquidate its real property investments, the proceeds to Skyline Commercial REIT might be significantly less than the aggregate value of its properties on a going concern basis.

Skyline Commercial REIT will be subject to the risks associated with debt financing, including the risk that existing mortgage indebtedness secured by the Properties will not be able to be refinanced or that the terms of such refinancing.

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Tenant Terminations and Financial Stability

Skyline Commercial REIT’s Distributable Income would be adversely affected if a significant number of tenants were to become unable to meet their obligations under their leases or if a significant amount of available space in the Existing Properties and Properties Under Contract and any additional properties in which Skyline Commercial REIT acquires an interest were not able to be leased on economically favourable lease terms. Upon the expiry of any lease, there can be no assurance that the lease will be renewed or the tenant replaced. The terms of any subsequent lease may be less favourable to Skyline Commercial REIT than the existing lease. In the event of default by a tenant, delays or limitations in enforcing rights as lessor may be experienced and substantial costs in protecting Skyline Commercial REIT’s investment may be incurred. Furthermore, at any time, a tenant of any of Skyline Commercial REIT’s properties may seek the protection of bankruptcy, insolvency or similar laws that could result in the rejection and termination of such tenant’s lease and thereby cause a reduction in the cash flow available to Skyline Commercial REIT. The ability to rent unleased space in the properties in which Skyline Commercial REIT will have an interest will be affected by many factors. Costs may be incurred in making improvements or repairs to property required by a new tenant. The failure to rent unleased space on a timely basis or at all would likely have an adverse effect on Skyline Commercial REIT’s financial condition.

Future Property Acquisitions

While the acquisition by Skyline Commercial REIT of properties under contract is not conditional upon completion of any Offering, financial forecasts assume the acquisition of properties under contract by Skyline Commercial REIT to be completed during the year and will have an effect on financial results. Additionally, while Skyline Commercial REIT may enter into non-binding letters of intent with respect to future property acquisitions, there can be no assurance that such properties will be acquired. Accordingly, there can be no assurance that Skyline Commercial REIT will acquire properties under contract or any future properties. Revenue Producing Properties

The Properties generate income through rental payments made by the tenants thereof. Upon the expiry of any lease, there can be no assurance that such lease will be renewed or the tenant replaced. The terms of any subsequent lease may be less favourable to Skyline Commercial REIT than the existing lease.

Competition for Real Property Investments

Skyline Commercial REIT competes for suitable real property investments with individuals, corporations and institutions (both Canadian and foreign) and other real estate investment trusts which are presently seeking, or which may seek in the future, real property investments similar to those desired by Skyline Commercial REIT. A number of these investors may have greater financial resources than those of Skyline Commercial REIT, or operate without the investment or operating restrictions of Skyline Commercial REIT or according to more flexible conditions. An increase in the availability of investment funds, and an increase in

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interest in real property investments, may tend to increase competition for real property investments, thereby increasing purchase prices and reducing the yield on them.

Competition for Tenants

The real estate business is competitive. Numerous other developers, managers and owners of properties compete with Skyline Commercial REIT in seeking tenants. The existence of competing developers, managers and owners and competition for Skyline Commercial REIT’s tenants could have an adverse effect on Skyline Commercial REIT’s ability to lease space in its properties and on the rents charged.

Interest Rates

It is anticipated that the market price for the REIT Units at any given time may be affected by the level of interest rates prevailing at that time. A rise in interest rates may have a negative effect on the market price of the REIT Units. Changes in interest rates may also have effects on vacancy rates, rent levels, refurbishing costs and other factors affecting Skyline Commercial REIT's business and profitability.

General Economic Conditions

Skyline Commercial REIT is affected by general economic conditions, local real estate markets, competition from other available rental premises, including new developments, and various other factors. The existence of competing developers, managers and owners and competition for Skyline Commercial REIT’s tenants could have an adverse effect on Skyline Commercial REIT’s ability to lease space in its properties and on the rents charged, increased leasing and marketing costs and increased refurbishing costs necessary to lease and release space, all of which could adversely affect Skyline Commercial REIT’s revenues and, consequently, its ability to meet its obligations. In addition, any increase in the supply of available space in the markets in which Skyline Commercial REIT operates or may operate could have an adverse effect on Skyline Commercial REIT.

General Uninsured Losses

Skyline Commercial REIT carries comprehensive general liability, fire, flood, extended coverage, rental loss and pollution insurance with policy specifications, limits and deductibles customarily carried for similar properties. There are, however, certain types of risks (generally of a catastrophic nature such as from wars) which are either uninsurable or not insurable on an economically viable basis. Skyline Commercial REIT has insurance for earthquake risks, subject to certain policy limits, deductibles and self-insurance arrangements, and will continue to carry such insurance if economical to do so. Should an uninsured or underinsured loss occur, Skyline Commercial REIT could lose its investment in, and anticipated profits and cash flows from, one or more of its Properties, but Skyline Commercial REIT would continue to be obligated to repay any recourse mortgage indebtedness on such Properties.

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Availability of Funds From Operations

Funds From Operations (“FFO”) is calculated before deducting items such as principal repayments and capital expenditures and, accordingly, may exceed actual cash available to Skyline Commercial REIT from time to time. Skyline Commercial REIT may be required to use part of its debt capacity or raise additional equity in order to accommodate such items, and there can be no assurance that funds from such sources will be available on favourable terms or at all. In such circumstances, distributions may be reduced, which may therefore also have an adverse impact on the market price of the REIT Units. Accordingly, cash distributions are not guaranteed and cannot be assured. Further, FFOs can exceed net income and have the result of an erosion of Adjusted Unitholder’s Equity. See “Distribution Policy”.

FFO is calculated in accordance with Skyline Commercial REIT’s Declaration of Trust. Funds From Operations is a non- International Financial Reporting Standard (”IFRS”) financial measure used by most Canadian real estate investment trusts and should not be considered as an alternative to net income or comprehensive income, cash flow from operating activities or another measure prescribed under IFRS. While FFO does not have any standardized meaning prescribed by IFRS, the Real Property Association of Canada (“REALpac”) established a standardized definition of FFO in its White Paper on FFO dated November 30, 2004. Essentially, the REALpac definition is net income with adjustments for non-cash and extraordinary items. Management of the REIT believes that this definition is followed by most Canadian real estate investment trusts and that it is a useful measure of cash available for distributions. A reconciliation of net income with FFO is presented in the REIT’s annual report and management’s discussion and analyses.

Adjusted Funds From Operations (”AFFO”) is a non-IFRS financial measure used by most Canadian real estate investment trusts and should not be considered as an alternative to net income or comprehensive income, cash flow from operating activities or any other measure prescribed under IFRS. AFFO does not have any standardized meaning prescribed by IFRS. As computed by the REIT, AFFO may differ from similar computations reported by other Canadian real estate investment trusts and, accordingly, may not be comparable to similar computations reported by such organizations. Management of the REIT considers AFFO to be a useful measure of cash available for distributions. The principal advantage of AFFO is that it starts from the standardized definition of FFO and takes account of maintenance capital expenditures and regular leasing expenditures while ignoring the impact of non-cash revenue. Because maintenance capital expenditures and regular leasing expenditures are not incurred evenly throughout a fiscal year, there can be volatility in AFFO on a quarterly basis. A reconciliation of net income with AFFO is presented in the REIT’s annual report and management’s discussion and analyses.

Environmental Matters

Environmental and ecological legislation and policies have become increasingly important, and generally restrictive, in recent years. Under various laws, Skyline Commercial REIT could become liable for the costs of removal or remediation of certain hazardous or toxic substances released on or in its properties or disposed of at other locations. The failure to remove or remediate such substances, if any, may adversely affect an owner’s ability to sell

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such real estate or to borrow using such real estate as collateral, and could potentially also result in claims against the owner by private plaintiffs. Where a property is purchased and new financing is obtained, Phase I Environmental Assessments are performed by an independent and experienced environmental consultant. In the case of mortgage assumption, the vendor will be asked to provide a satisfactory Phase I and/or Phase II Environmental Assessment that the Asset Manager will rely upon and/or determine whether an update is necessary.

Unitholder Liability

Because of uncertainties in the law relating to investment trusts, there is a risk, which is considered by counsel to be remote in the circumstance, that a REIT Unitholder could be held personally liable for obligations of Skyline Commercial REIT (to the extent that claims are not satisfied by Skyline Commercial REIT) in respect of contracts which Skyline Commercial REIT enters into and for certain liabilities arising other than out of contract including claims in tort, claims for taxes and possibly certain other statutory liabilities. The Trustees intend to cause Skyline Commercial REIT’s operations to be conducted in such a way as to minimize any such risk including by obtaining appropriate insurance and, where feasible, attempting to have every material written contract or commitment of Skyline Commercial REIT contain an express disavowal of liability against Unitholders.

In December 2004, a new statute, the Trust Beneficiaries’ Liability Act (Ontario), was enacted to create a statutory limitation on the liability of unitholders of trusts such as Skyline Commercial REIT. The legislation provides that a unitholder, such as a REIT Unitholder, will not, as a beneficiary, be liable for any act, default, obligation or liability of the trust or any of its trustees after the legislation comes into force. However, this legislation does not address potential liabilities arising before the date of the legislation came into force. In addition, this legislation has not been judicially considered and it is possible that reliance on the legislation by a REIT Unitholder could be successfully challenged on jurisdictional or other grounds.

Dependence on Key Personnel

The management of Skyline Commercial REIT depends on the services of certain key personnel. The termination of employment by the Asset Manager, Property Manager and Wealth Manager of any of these key personnel could have a material adverse effect on Skyline Commercial REIT.

Potential Conflicts of Interest

Skyline Commercial REIT may be subject to various conflicts of interest because of the fact that the Trustees and senior officers of Skyline Commercial REIT and the senior officers of the Asset Manager, the Property Manager and the Wealth Manager are engaged in a wide range of real estate and other business activities. Skyline Commercial REIT may become involved in transactions which conflict with the interests of the foregoing.

The Trustees may from time to time deal with persons, firms, institutions or corporations with which Skyline Commercial REIT may be dealing, or which may be seeking investments similar to those desired by Skyline Commercial REIT. The interests of these persons could

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conflict with those of Skyline Commercial REIT. In addition, from time to time, these persons may be competing with Skyline Commercial REIT for available investment opportunities.

The Skyline Commercial REIT Declaration of Trust contains “conflicts of interest” provisions requiring Trustees to disclose material interests in material contracts and transactions and to refrain from voting thereon.

Tax Related Risks

There can be no assurance that income tax laws and the treatment of mutual fund trusts will not be changed in a manner which adversely affects Skyline Commercial REIT or the Unitholders.

REIT Unitholders may become subject to provincial taxes, such as Ontario Land Transfer Tax, in respect of their REIT Units.

Unless Skyline Commercial REIT qualifies as a mutual fund trust for purposes of the Tax Act throughout a taxation year, it will be subject to a special tax under Part XII.2 of the Tax Act for such taxation year to the extent that its designated income (which includes income from real property) is distributed to a designated beneficiary (which includes non-resident persons and certain tax-exempt persons).

If investments in Skyline Commercial REIT become publicly listed or traded, there can be no assurances that Skyline Commercial REIT will not be subject to the SIFT Rules, as described under “Canadian Federal Income Tax Considerations – SIFT Rules”, at that time.

Skyline Commercial REIT or its subsidiaries may be reassessed for taxes from time to time. Such reassessments together with associated interest and penalties could adversely affect Skyline Commercial REIT.

Since the net income of Skyline Commercial REIT will be distributed on a monthly basis, a purchaser of a REIT Unit may become taxable on a portion of the net income of Skyline Commercial REIT accrued or realized by Skyline Commercial REIT in a month before the time the REIT Unit was purchased but which was not paid or made payable to Unitholders until the end of the month and after the time the REIT Unit was purchased. A similar result may apply on an annual basis in respect of a portion of capital gains accrued or realized in a year before the time the REIT Unit was purchased, but which is paid or made payable to Unitholders at year-end and after the time the REIT Unit was purchased.

Dilution

The number of REIT Units Skyline Commercial REIT is authorized to issue is unlimited. The Skyline Commercial REIT Trustees have the discretion to issue additional REIT Units in other circumstances, pursuant to Skyline Commercial REIT’s various incentive plans. Any issuance of additional REIT Units may have a dilutive effect on the holders of REIT Units.

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Restrictions on Potential Growth and Reliance on Credit Facilities

The payout by Skyline Commercial REIT of a substantial part of its operating cash flow could adversely affect Skyline Commercial REIT’s ability to grow unless it can obtain additional financing. Such financing may not be available, or renewable, on attractive terms or at all. In addition, if current credit facilities were to be cancelled or could not be renewed at maturity on similar terms, Skyline Commercial REIT could be materially and adversely affected.

Financing

Skyline Commercial REIT is subject to the risks associated with debt financing, including the risk that Skyline Commercial REIT may be unable to make interest or principal payments or meet loan covenants, the risk that defaults under a loan could result in cross defaults or other lender rights or remedies under other loans, and the risk that existing indebtedness may not be able to be refinanced or that the terms of such refinancing may not be as favourable as the terms of existing indebtedness. A portion of Skyline’s Acquisition and Operating Facility is at floating interest rates, and accordingly, changes in short-term borrowing will affect Skyline Commercial REIT’s costs of borrowing.

Nature of REIT Units

The REIT Units are not the same as shares of a corporation. As a result, the Unitholders will not have the statutory rights and remedies normally associated with share ownership, such as the right to bring “oppression” or “derivative” actions.

Subsequent Events Subsequent to the date of the combined financial statements, Skyline Commercial REIT

issued an additional 2,716,149 Units at $10 per unit and redeemed 21,271 Units at $10 per Unit.

2013 # of Units Investment

Opening 5,297,076 $52,969,847

Investment - Cash 3,486,757 $34,867,571

Investment - DRIP Plan 73,116 $731,155

Redemptions (85,439) ($854,388)

Net 8,771,510 $87,714,185Weighted Average Number of Units 4,154,478

Subsequent to year end, Management recently purchased a further 35 properties comprising 931,133 rentable square feet worth $119,750,000. These revenue producing investment properties have been financed by short-term debt financing, long-term debt financing and issuance of Skyline Commercial REIT Units.

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FUTURE OUTLOOK With the first year of the Skyline Commercial REIT complete, which saw it grow to over $270 million in assets, a solid platform is in place for Management to get back to its true strengths and unique skill set as an aggregator of smaller properties and portfolios that will enhance cash flows through stabilized properties, as well as enhance value by taking advantage of synergies and efficiencies that exist through an ever-growing portfolio. With eyes on the commercial market for many years now, Management has seen a portfolio premium rewarded to larger, stabilized entities similar to this REIT; therefore, continued acquisition of properties in this highly fragmented asset class is a strategy that will continue to be employed in 2013 and beyond. Although interest rates are very attractive in the near term, our focus will be to balance our debt-to- equity ratio within the 50-60% range. With a modest debt ratio and current capitalization rates being where they are, Management will continue to make accretive acquisitions while maintaining the stability of distributions that the REIT’s Unitholders have come to expect. Management will continue to focus on finding opportunities within high-density communities in and around the Greater Toronto Area (GTA), Ottawa and major transportation routes. Successful real estate investments require a macro view on the economy while making micro investments in specific, and in our case, preferred locations. Through the REIT’s expanding industrial and office portfolio, and its multi-tenant approach, Management will ensure that rental income generation for the portfolio will come from a wide and diverse group of tenants. The relatively high value of the Canadian dollar can be an issue for exporters who do business in international markets, so it is also important to ensure that our exposure to tenants in those industries is combined with more localized businesses. Management will then ensure that those tenants are provided with quality service and maintenance at each individual property, and ensure that they can also benefit from operational efficiencies that Management can put into place. With speculative projects in the broader markets (by developers) expected to slow in 2013, careful acquisitions at discount-to-replacement cost, and corresponding lower rental rates, will continue to drive the successful growth of Skyline Commercial REIT this year. With the GTA market experiencing increased leasing activity from the food, automotive and consumer product sectors, Management can fulfill its diversified approach to acquiring and maintaining a widespread tenant base. Ottawa typically experiences a mix of smaller local industrial businesses with public sector tenants in the office space market, which will also contribute to a stable and broad base of tenants for the REIT. Management will have an eye on the balance sheet to ensure a secure level of debt to equity, while maintaining strong relationships with existing tenants. It will also continue to foster new relationships with the real estate brokerage community to ensure that strong affiliations are forged from both a leasing and buying opportunity perspective. This will bode well for the REIT and its performance as it continues to grow while maintaining stability for its Unitholders.

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“Our business model is scalable, adaptable and full-service. Keeping our management functions in-house ensures that our interests are aligned and

our companies’ common vision and goals are met”

From left to right: Roy Jason Ashdown, Chief Operating Officer & Co-Founder; Wayne Byrd, Chief Financial Officer; Martin Castellan, Chief Administrative Officer & Co-Founder; Jason Castellan, Chief Executive Officer & Co-Founder.

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BOARD OF TRUSTEES INVESTOR INFORMATION

Jason Castellan Unitholders and others seeking Chief Executive Officer financial data should visit Skyline’s

website at www.skylineonline.ca or Jonathan Halpern, CA contact:

Chairman of the Board Independent Trustee Wayne Byrd, CMA

Chief Financial Officer Ron Martin Tel: 519-826-0439 Independent Trustee E-mail: [email protected]

EXECUTIVE OFFICERS AUDITORS RLB LLP Chartered Accountants

Jason Castellan Chief Executive Officer LEGAL COUNSEL

Aird & Berlis LLP R. Jason Ashdown Chief Operating Officer MONTHLY DISTRIBUTION PER UNIT January 2012 – December 2012: $0.075

Martin Castellan Chief Administrative Officer

Wayne Byrd, CMA Chief Financial Officer

ANNUAL MEETING OF UNITHOLDERS The Annual Meeting of Unitholders will be held at 1:30 p.m. on Thursday May 30 at:

Cambridge Hotel and Conference Centre

700 Hespeler Road Cambridge, ON N3H 5L8 www.cambridgehotel.ca

HEAD OFFICE

5 Douglas Street, Suite 301 Guelph, ON N1H 2S8

Phone: (519) 826-0439 Fax: (519) 836-2320

SKYLINE COMMERCIAL


2012 COMBINED FINANCIAL STATEMENTS OF

SKYLINE COMMERCIAL REIT AND ITS SUBSIDAIRIES AND AFFILIATES

annual report 2012€¦ · kitchener, on apr. 2, 2012 27,379 $4,032,500 3 66 hincks street new...

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