York Mills Gardens York Mills Road & Leslie Street, Toronto Le Campanile Place du Commerce & boul. Ile-des-Soeurs, Montréal College Square Baseline Road & Woodroffe Avenue, Ottawa Northgate Centre 137th Avenue & 97th Street, Edmonton McKenzie Towne Centre McKenzie Towne Gate & High Street SE, Calgary The Olive Cambie Street & 16th Avenue, Vancouver LOCATION LOCATION LOCATION LOCATION LOCATION LOCATION First Capital Realty [TSX:FCR] is Canada’s leading owner, developer and operator of supermarket-anchored neighbourhood and commu- nity shopping centres located predominantly in growing metropolitan areas. Our properties are where consumers shop for everyday life – the daily purchases that add up to hundreds of billions of dollars in North America every year. First Capital is also the second largest shareholder of Equity One (NYSE:EQY), one of the largest shopping centre REITs in the southern United States. F I N A N C I A L H I G H L I G H T S (‘000s except per share amounts) 2006 2005 Enterprise value $ 4,080,200 $ 3,121,900 Equity market capitalization $ 2,091,800 $ 1,624,900 Revenues Net operating income $ 332,897 $ 268,642 $ 205,626 $ 165,049 Funds from operations (FFO) $ 117,186 FFO per diluted share Dividends per share Debt to market capitalization $ $ 1.58 1.23 43.7% $ $ $ 94,666 1.48 1.20 44.7% P O R T F O L I O B Y T E N A N T Supermarkets and Drug Stores: 50% Banks and Government: 12% Discount Retailers: 25% Other Retailers and Services: 13% WESTERN CANADA Edmonton Vancouver Calgary CENTRAL CANADA EASTERN CANADA Québec City Ottawa Montréal London Greater Toronto Area ANNUAL REPORT C O N T E N T S (1) Why Invest in First Capital? (2) 2006 Achievements (3) A Message to Our Shareholders (6) Western Canada (8) Central Canada (10) Eastern Canada (12) Property Management (14) Financial Highlights (15) Management’s Discussion and Analysis (56) Shopping Centre Portfolio (60) Consolidated Financial Statements and Notes (88) Corporate Governance (89) Board of Directors (90) Shareholder Information FIRST CAPITAL REALTY INC. TOP 30 TENANTS SOBEYS LOBLAWS SHOPPERS DRUG MART 1 2 3 4 METRO 5 ZELLERS / HOME OUTFITTERS 6 CANADIAN TIRE 7 CANADA SAFEWAY 8 TD CANADA TRUST 9 WAL-MART 10 RONA 11 ROYAL BANK 12 CIBC 13 SCOTIABANK 14 STAPLES 15 H.Y. LOUIE GROUP 16 ROGERS 17 SAVE-ON-FOODS 18 REITMANS GROUP 19 CARA OPERATIONS 20 LCBO 21 WINNERS / HOMESENSE 22 BLOCKBUSTER 23 FUTURE SHOP 24 DOLLARAMA 25 LINENS ’N THINGS 26 TIM HORTONS 27 PHARMA PLUS 28 SAQ 29 BANK OF MONTREAL 30 YUM! BRANDS Why Invest in First Capital Realty? We achieved record performance in 2006 as we grew our business and generated solid improvements in all of our operating and financial metrics while maintaining a strong balance sheet. • Clear and consistent long-term strategy – combination of a growth business and a defensive asset class • High quality portfolio of assets – highly disciplined approach to portfolio growth • Strong financial position – moderate leverage; investment grade credit ratings • Committed and entrepreneurial team – aligned with shareholders • Twelve consecutive years of dividend increases 3 2 . 1 $ 0 2 . 1 $ 7 1 . 1 $ 4 1 . 1 $ 9 0 . 1 9 $ 9 . 0 $ 3 9 . 0 $ 9 8 . 0 $ 5 8 . 0 $ 1 8 . 0 $ 7 7 . 0 $ 7 5 . 0 $ 8 4 . 0 $ 94 95 96 97 98 99 00 01 02 03 04 05 06 DIVIDENDS ($ per share) 1 LOCATION LOCATION LOCATION • 160 Properties* • 18.9 million square feet of GLA* • 90% of revenues from urban markets *as of March 30, 2007 2006 Achievements We Grew Our Business We Achieved Accretive Growth We Enhanced Our Financial Position We Distributed More Cash to Our Shareholders We take a highly disci- plined approach to growing our business through acquisitions, development and proactive management in all urban markets where we operate. Growth from these activities in 2006 generated a 23% increase in property revenues and a 25% increase in net operating income. Our objective is to generate absolute and accretive growth as measured by FFO and FFO per common share. Despite a highly competitive marketplace we achieved our objectives in 2006 increasing FFO by 24% to $117.2 million and FFO per diluted share by 7% to $1.58. Our disciplined and successful growth strategies have been achieved at the same time we have main- tained the strength of our balance sheet and financial position. In 2006, our ratio of total debt to market capitalization improved to 43.7% while our pool of unencumbered assets continued to grow. Common share dividends have increased in each of the past twelve years, rising to $1.23 per common share in 2006 from $1.20 per share in 2005. We also met our goal of moderate dividend increases to shareholders while maintaining a conservative 78% FFO payout ratio. 2 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. (left to right) Karen Weaver, Chief Financial Officer; Dori Segal, President and Chief Executive Officer; Sylvie Lachance, Executive Vice President; Barbara Silverberg, General Counsel and Corporate Secretary; Brian Kozak, Vice President, Western Canada A Message to Our Shareholders We have built a great business with a talented and hard working group of professionals who have transformed First Capital Realty into Canada’s leading owner, developer and operator of “Shopping For Everyday Life” neighbourhood and community shopping centres. 2006 was another year of record results at First Capital Realty. Our total investment in acquisitions, developments and property improvements was more than $600 million. We grew our business across the country, and we saw improvements in all our oper- ating and financial metrics: net operating income, funds from operations, occupancy, same property NOI and lease renewal rates. This perform- ance is a direct consequence of executing our strategy of focussed and disciplined acquisitions, proactive man- agement and selective development activities. Impressive isn’t it? Am I impressed or pleased? No, I am not, and let me tell you why. First, because you, my fel- low shareholders, do not pay me to be impressed or to be pleased. The reason you keep me around is so that I get up every morning, forget about everything we achieved thus far, and fig- ure out what is the best way to continue to make money for us, the Company’s shareholders. On this point, I have good news and bad news. Let me start with the bad news. Over the last ten years, the real estate industry has been content and comfort- able, myself included. Ours was one of the few busi- nesses I am aware of that enjoyed an environment of positive spread investing. This means we had the ability to buy quality real estate assets at favourable and positive spreads over our cost of capital. In other words, every dollar we invested made us money from the first day we made an acquisition, so that each was immediately accretive to our earnings. Unfortunately, I believe this highly favourable environ- ment is now over as cap rate compression is result- 3 ing in very thin spreads between the cost of capital and the cost to acquire high-quality, well-located assets. I am not predicting that property values will go up or down – I do not have a crystal ball. But I do know that, like many other businesses, the real estate industry will now have to create these positive spreads through expertise, knowledge, talent, dedication and hard work. Over the last six years, when properties appreciated in value almost every year, our industry did not need to apply so much energy to make money. Unlike retailers, who lose money whenever they sit on their inventory, our “inven- tory” of properties appreciated in value. This, in my opinion, allowed us to operate, to a cer- tain degree, without a sense of urgency. However, as I said, in my view this period is now over. It’s my duty and it is certainly our intention at First Capital Realty to maintain our history of record financial performance each and every year going for- ward. However, being successful in meeting this important objective will depend on our ability to continue to increase the value of our assets instead of simply owning them. So what is the good news? The good news is that if you have read my letters to share- holders over the last few years, you would have noticed that we have built and prepared our Company, our people, our culture and our strategy so that we are ready for exactly this, the evolving competitive environment. We have built a great business with a talented and hard work- ing group of professionals who have transformed First Capital Realty into Canada’s leading owner, developer and operator of “Shopping For Everyday Life” neighbourhood and community shopping centres. We are dominant in each of our growing urban markets in this asset class. Over the last few years, our business model has also evolved, and although we con- tinue to adhere to the same principle strategy as in the past, we are now focussed more specifically on four major objectives: 1. Same property NOI growth; 2. Development & redevelop- ment activities; 3. Driving efficiencies and pro- ductivity in our operations; and 4. Improving our cost of capital. Over the last six years we have tripled the size of our Company. We have a great portfolio, and although we have aggressively accumulated these properties, we have always been very dis- ciplined in terms of where and what we acquire. Building on this strong base, my goal going forward is to continue to grow the business and capture the cost synergies and economies of scale from what will become a much larger company than we are today, while at the same time, putting an emphasis and greater focus on making us more profitable. In order to achieve this goal, increasing profitability will come mainly from these four objectives: 1. Same property NOI growth will come to a significant extent from our disciplined acquisition strategy in growth markets with high barriers to entry which we have applied consistently. Many of our properties currently charge much lower rent than market, and we will work to drive these rents up. In addi- tion, a continuous emphasis on tenant mix, tenant quality, property improvements and pristine property management will also help to bring our rents up. 2. We currently have more than 300 acres of land in our pipeline for retail development. Over the last few years, we have collected quality, hand- picked retail development sites that we expect to bring on line at a healthy rate of more than half-a-million square feet each year. In addition, many of the shopping centres we own or will acquire are older, capital starved and underperforming properties that are situated on good pieces of dirt (land). We FOCUSSED ACQUISITION STRATEGY ACTIVELY MANAGE PORTFOLIO SELECTIVE DEVELOPMENT AND REDEVELOPMENT GROWING FFO MODERATE LEVERAGE INCREASE SHAREHOLDER VALUE Applying a Growth Strategy to a Stable Business 4 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Going Green First Capital is going “GREEN” on all projects initiated after May 2006. Our Barrymore Building in Toronto, Ontario was origi- nally constructed between 1906 and 1912, and is an excellent example of early twentieth century industrial design. Our objective is to restore and renovate the building to be sustainable, balancing environmental responsibility, resource efficiency, occupant comfort and well being, and community develop- ment with the economics of building construction and operation. On comple- tion, the property will use less energy and water, gen- erate fewer greenhouse gases, and produce less waste. In addition, occu- pants will be much more comfortable in a building designed for a healthier environment. will continue to convert these centres into the newest retail formats, with more national and regional tenants that will not only do well themselves, but improve the performance of existing tenants and deliver continuous growth in our rents. 3. Some of the biggest real estate entities in North America, ourselves included, still operate in the same man- ner they did some years ago when they were much smaller in size. At First Capital Realty, we are going through an exami- nation period where we are looking to refine every part of our business, its functions, and their relations to the other parts of the organization, including our leasing, development, con- struction, reporting, accounting, legal, and administration processes, as well as job defini- tions, performance management measures and information technology sys- tems. We will not leave one stone unturned, and we will look at everything we do with an open mind to see whether change is required. We are sure that at the end of this process we will streamline our operation and become substan- tially more efficient and productive. 4. Finally, every basis point of improvement in our cost of capital goes directly to the bot- tom line. On our cost of equity, we are and will continue to be one of the most transparent and open companies in our industry so that market partici- pants will better understand and recognize the true value of this Company. As far as our cost of debt is concerned, over the last two years we have con- siderably strengthened our balance sheet from every standpoint, and now have investment grade ratings from credit agencies on both sides of the border. We also have approximately one billion dol- lars of unencumbered assets. We will continue to maintain this good credit profile which, in my opinion, will bear fruit with a consistent reduction in our cost of debt. Sounds tiring doesn’t it? Now you can probably see why I am not impressed and why I am not pleased, I’m just too busy. However, I am extremely enthusiastic and excited to see that the direction we are taking is fully supported by our people at all levels of the organization. We all enjoy working together and being part of a growing business with a stimulating working environment and a company-wide stock option plan. Our platform around the country based out of Toronto, Montreal and Calgary has a strong local foothold in each of these regions, central, east and west. This local presence and market expertise is one of the biggest strengths we have in this business. Everyone here is sincerely interested and capa- ble in growing the value of this Company that is so dear to my heart. I’m confident we will be successful in doing so, and that these efforts will translate into healthy returns for First Capital Realty and its shareholders. In keeping with this goal to grow the value of First Capital Realty, you will be interested to know that as of May 2006, every new project we are devel- oping is “green” i.e. environmentally-friendly. While from a development perspec- tive this may be a bit “inconvenient”, the “truth” is that this is the way of the future and, for First Capital Realty, it’s part of what we believe it takes to be the best shopping centre company in the business. And isn’t the future what it’s all about? To my fellow co-workers who help me deliver a better future for all of us, I would like to first and foremost express my appreciation. In addition, I would like to thank our tenants and service providers for their support, our investors for their continued trust, and also our Board of Directors, under the leadership of our Chairman, Chaim Katzman, for their coun- sel and guidance. Sincerely, Dori J. Segal President and Chief Executive Officer April 5, 2007 5 Western Canada (left to right starting at the back row) Michael Lowe, Director of Leasing, British Columbia; Terry Evans, Managing Director of Leasing, Western Canada; Sid Schraeder, Construction Manager; Ralph Huizinga, Director of Acquisitions & Development; David Cox, Regional Director, FCB; Nancy Brooks, Director, Legal Affairs, Western Canada 6 2006 ANNUAL REPORT Cochrane Airdrie Calgary St. Albert Edmonton Sherwood Park Lethbridge Red Deer Edmonton/Red Deer Area • 10 properties • 2.1 million sq. ft. Calgary/Lethbridge Area • 14 properties • 1.6 million sq. ft. • 1 development site FIRST CAPITAL REALTY INC. North Vancouver West Vancouver Vancouver Burnaby Coquitlam Richmond Surrey Delta Langley Abbotsford Duncan, Vancouver Island U.S.A. Greater Vancouver Area • 17 properties • 1.5 million sq. ft. • 2 development sites Legend (as at March 30, 2007) Stabilized properties Expansion/development potential Under development/expansion Development sites 2006 was a year of solid growth and performance in Western Canada as we increased our presence in the greater Vancouver area, Vancouver Island, and Calgary. WESTERN CANADA PORTFOLIO (AS AT DECEMBER 31, 2006) NUMBER OF PROPERTIES PORTFOLIO OCCUPANCY SPACE LEASED IN YEAR (SQ. FT.) AVERAGE IN-PLACE RENT (PER SQ. FT.) SHOPPING CENTRES 42 94.4% 685,880 $15.40 $794M In 2006 we invested with the acquisition of the $201 million in Western retail component of one Canada, acquiring eleven mixed-use downtown prop- income producing proper- erty and a retail property ties, the remaining in Burnaby. 50% interest in another, one property adjacent to an existing development site, as well as two new development sites. In total, we added 861,000 square feet and 8.2 acres of development land to the Western Canada portfolio. We were also active in Western Canada with our development and property improvement initiatives, investing $11 million in 2006. With three develop- ment initiatives underway, 18,200 square feet of gross leasable area was brought A new area of investment on line. Our Red Deer shop- for us this year is on ping centre in Red Deer, Vancouver Island. As of the Alberta now totals 216,000 year end, we have four well- square feet following com- located shopping centres in pletion of a three-year the Victoria to Nanaimo cor- redevelopment and expan- ridor and we look to sion initiative that also increase our presence in included access improve- this growth market in ments and façade PROPERTIES UNDER/HELD FOR DEVELOPMENT $30.6M the future. LAND ADJACENT TO EXISTING PROPERTIES $12.9M DEVELOPMENT LAND PIPELINE (ACREAGE) 65 We also increased our pres- ence in Calgary with the purchase of four prop- erties, and in the greater Vancouver area upgrades. Tenants include Sobeys, Shoppers Drug Mart, Canadian Tire, Mark’s Work Wearhouse, TD Canada Trust, Rogers Video, Reitmans and Starbucks. 7 Central Canada (left to right) Ron Rivet, Director of Construction; Marta Lewycky, Vice President, Legal Affairs; Tina Steinberg, Regional Director, FCB; Derek Hull, Senior Director of Acquisitions & Development; Debbie Messervey, Regional Director, Eastern GTA, FCB; Evan Williams, Managing Director of Leasing, Central Canada; Monique Dubord, Vice President, Leasing, Central Canada 8 2006 ANNUAL REPORT Newmarket Markham Peterborough Bowmanville Ajax Whitby Pickering FIRST CAPITAL REALTY INC. Brampton Mississauga Toronto Oakville Burlington Cambridge Waterloo Kitchener Brantford Hamilton St. Catharines Greater Toronto Area • 45 properties • 6.1 million sq. ft. • 3 development sites We were very active in Central Canada during 2006, investing approximately $207 million and expanding our presence in the GTA and sur- rounding urban growth markets. CENTRAL CANADA PORTFOLIO (AS AT DECEMBER 31, 2006) NUMBER OF PROPERTIES PORTFOLIO OCCUPANCY SPACE LEASED IN YEAR (SQ. FT.) AVERAGE IN-PLACE RENT (PER SQ. FT.) SHOPPING CENTRES 54 96.4% 923,563 $14.20 $1,158M PROPERTIES UNDER/HELD FOR DEVELOPMENT $53.2M LAND ADJACENT TO EXISTING PROPERTIES $22.2M DEVELOPMENT LAND PIPELINE (ACREAGE) 82 Legend (as at March 30, 2007) Stabilized properties Expansion/development potential Under development/expansion Development sites In 2006 we invested enhanced our presence in $207 million in Central this strong demographic Canada, acquiring eight market while increasing income-producing proper- operating efficiencies. ties, seven properties adjacent to exist- ing shopping centres, the remaining 25% interest in another property, and one develop- ment site. These acquisitions added approxi- mately 674,000 square feet and 4.6 acres of land to the Central Canada portfolio. We were also very active in Central Canada with our development activities and property improvements dur- ing the year, investing $53 million. With the three Greenfield developments and eleven redevelopment initiatives underway, 131,000 square feet in new gross leasable area was Key acquisitions in Ontario brought on line. Our during the year included Greenfield development at Humbertown Shopping Clairfields Centre in Guelph, Centre in Toronto, Olde Ontario will total 83,500 Oakville Market Place in square feet on completion Oakville and Sunningdale in 2007. Development is Village in London, all locat- well underway with 29,100 ed in strong demographic square feet brought on line neighbourhoods and all in 2006. Tenants include anchored by both super- Food Basics, Shoppers markets and drug stores. Drug Mart, TD Bank, Bank Two additional London of Nova Scotia, Shoeless acquisitions further Joe’s and Starbucks. 9 Eastern Canada (left to right) Jacques Boily, Director, Construction; Michael Filato, Managing Director of Leasing, Eastern Canada; Sylvie Laliberte, Director of Legal Affairs, Eastern Canada; Angelo Petritsis, Regional Director, FCB; Louis Voizard, Vice President, Eastern Canada; Francois LeRouzes, Managing Director; Anne-Marie Guevremont, Assistant Regional Manager, FCB; Charles Gratton, Director of Acquisitions & Development 10 10 2006 ANNUAL REPORT 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Lachenaie Repentigny Laval Boucherville Montréal Longueuil Beaconsfield L’Ile Perrot Chateauguay Delson Gatineau Hull Ottawa Beauport Vanier Québec Sillery Lévis Sainte-Foy Saint-Romuald Charny Greater Montréal Area • 39 properties • 3.9 million sq. ft. • 1 development site Ottawa/Hull Area • 12 properties • 1.6 million sq. ft. • 3 development sites Québec City Area • 4 properties • 0.4 million sq. ft. 2006 was another year of steady growth in our Eastern Canada portfolio as investments of approximately $91 million were made in our acquisition activities. EASTERN CANADA PORTFOLIO (AS AT DECEMBER 31, 2006) NUMBER OF PROPERTIES PORTFOLIO OCCUPANCY SPACE LEASED IN YEAR (SQ. FT.) AVERAGE IN-PLACE RENT (PER SQ. FT.) SHOPPING CENTRES 62 96.0% 784,627 $12.50 $737.0M PROPERTIES UNDER/HELD FOR DEVELOPMENT $49.0M LAND ADJACENT TO EXISTING PROPERTIES $10.5M Legend (as at March 30, 2007) Stabilized properties Expansion/development potential Under development/expansion Development sites In 2006 we invested We were also very active in $91 million in Eastern Eastern Canada with our Canada, acquiring six income- development activities and producing properties, as well property improvement initia- as eleven properties tives, investing a total of adjacent to existing $45 million in 2006. With shopping centres, four Greenfield develop- and three parcels of ments as well as three land for future development. redevelopment initiatives These acquisitions added underway during the year, approximately 485,000 227,000 square feet in new square feet and 45.2 acres gross leasable area was of development land to the brought on line. Our Eastern Canada portfolio. Greenfield development The majority of our income- producing property acquisitions during 2006 were made in the greater Montréal area, including a key purchase in Kirkland on the west island situated in a strong demographic neigh- bourhood, and a property on the south shore of the city close to a major region- al commercial node with significant redevelopment Carrefour St. David, located in a growing area of Québec City, Québec will total 117,500 square feet on completion in 2008. The shopping centre is anchored by a 42,000 square foot Metro super- market which has opened on the site and will include a TD Bank and other com- mercial retail tenants. DEVELOPMENT LAND PIPELINE (ACREAGE) 114 opportunities. 11 Property Management (left to right) Maryanne McDougald, Senior Vice President, Operations, FCB; Peter Papagiannis, President, FCB; Michael Wilson, Vice President, Finance, FCB Our proactive management strategy ensures our properties are attractive to quality retailers while providing consumers with an optimal shopping experi- ence. Specifically, we strive to create and maintain the highest standards in parking, lighting, signage, façades, landscaping and access points. Our team of property management profes- sionals across the country are focussed on providing outstanding customer service through day-to-day property management services, and are well positioned for future growth. The Company’s joint venture regional offices and support- (60% economic interest), ed by a centralized 24/7 FCB, provides property man- Operations Centre, handle agement services to our over 3,000 tenant relation- properties. FCB’s mission is ships across our entire to “Be an outstanding prop- portfolio. The Operations erty management Centre handles over 200 calls organization which provides per month and is manned by superior service to tenants highly trained professionals while achieving professional equipped to handle all day- and personal growth”. With to-day property management our experienced property, issues plus any emergency accounting and administra- matters. Underpinning our tive personnel coupled with property management team a comprehensive property is RealSuite, an integrated services and systems infra- property management structure, FCB provides system, designed for complex outstanding service quality property management organi- today, at a more efficient zations to increase cost structure for our tenants operational efficiency and and is well positioned for enhance data sharing. efficient growth. Our property management team, led by 23 property managers through our five 12 2006 ANNUAL REPORT Growing Cash Flow 8 . 5 8 2 $ 6 . 2 6 2 $ 9 2 6 , 1 3 5 5 , 1 4 . 5 2 $ 5 . 1 2 $ % 9 % 8 . 2 . 8 FIRST CAPITAL REALTY INC. 03 06 03 06 03 06 03 06 GROSS BOOK VALUE ($ millions) GROSS LEASABLE AREA (thousands of sq. ft.) NET OPERATING INCOME RUN RATE ($ millions) ANNUALIZED YIELD (%) Value Creation Activities Our growth in cash flow on our 2003 income property acquisitions demonstrates our ability to execute our value creation strategies. Highlights of these activities are summarized below: PROPERTY ACTIVITY SUMMARY Achieve Growth in Rent (PSF) ✔ Acquire Adjacent Site/ Space/Interest Expand Centre Renovate All/Part of Centre New Anchor or Major Tenant Expand Space and Term of Anchor Tenant(s) 2003 Income Property – Acquisitions Bayview Lane Plaza Centre Maxi Trois Rivières Credit Valley Town Plaza Dufferin Corners Gloucester City Centre Le Campanile Maple Grove Village McKenzie Towne Centre Meadowvale Town Centre Old Strathcona Tuscany Market Yonge-Davis Centre ✔ – Completed U – Underway ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ U ✔ ✔ U U ✔ U ✔ ✔ ✔ U ✔ ✔ ✔ ✔ U U U ✔ ✔ ✔ 13 Financial Highlights (left to right) Jack Nguyen, Senior Manager, Internal Controls & Processes; John Todd, Chief Accounting Officer; Wissam Francis, Director, Finance • Revenue increased 24% to $332.9 million • Net operating income increased 25% to $205.6 million • Funds from operations increased 24% to $117.2 million • FFO per diluted share increased 7% to $1.58 • Invested $607 million in acquisitions, develop- ment activities and property improvements • Added 2.5 million square feet of gross leasable area • Debt to market capital- ization improved to 43.7% from 44.7% • Debt to gross total assets stood at 55.1% at December 31, 2006, well below the 65% covenant • 137 of 158 properties are supermarket and/or drug store-anchored • Top 30 tenants provide 56% of annual rents, 76% of which are backed by investment grade credit ratings • Average rent per occu- pied square foot grew 2.5% to $13.95 • Occupancy has increased from 95% to 95.7% • Same property net operating income increased 3.7% 3 3 3 $ 9 6 2 $ 2 2 2 $ 6 0 2 $ 5 6 1 $ 3 3 1 $ 1 . 3 $ 5 . 2 $ 9 . 1 $ % 6 5 % 5 4 % 4 4 04 05 06 REVENUES ($ millions) 04 05 06 NET OPERATING INCOME ($ millions) 04 05 06 TOTAL ASSETS ($ billions) 04 05 06 DEBT TO MARKET CAPITALIZATION (%) 14 2006 ANNUAL REPORT Management’s Discussion and Analysis I n d e x 16 INTRODUCTION 16 BUSINESS OVERVIEW AND STRATEGY 21 OPERATIONS 30 RESULTS OF OPERATIONS 36 CAPITAL STRUCTURE AND LIQUIDITY 43 QUARTERLY ANALYSIS 45 EVENTS SUBSEQUENT TO DECEMBER 31, 2006 46 OUTLOOK 47 SUMMARY OF SIGNIFICANT ACCOUNTING ESTIMATES AND POLICIES 48 SUMMARY OF CHANGES TO SIGNIFICANT ACCOUNTING POLICIES 50 CONTROLS AND PROCEDURES 50 RISKS AND UNCERTAINTIES 15 Management’s Discussion and Analysis I N T R O D U C T I O N This Management’s Discussion and Analysis (“MD&A”) of the financial condition and results of operations should be read in conjunction with First Capital Realty Inc.’s (“First Capital Realty” or the “Company”) audited Consolidated Financial Statements and Notes for the years ended December 31, 2006 and 2005. Additional information, including the Company’s most recent Annual Information Form, is available on SEDAR’s website at www.sedar.com and on the Company’s website at www.firstcapitalrealty.ca. The financial data contained in this document has been prepared in accordance with Canadian Generally Accepted Accounting Principles (“GAAP”) and all amounts are in Canadian dollars, unless otherwise noted. B U S I N E S S O V E R V I E W A N D S T R AT E G Y First Capital Realty (TSX:FCR) is Canada’s leading owner, developer and operator of supermarket-anchored neighbourhood and community shopping centres located predominantly in growing metropolitan areas. The Company also invests in the United States through its holdings in Equity One, Inc. (NYSE:EQY) (“Equity One”), an owner, developer, and operator of neighbourhood and community shopping centres anchored by supermarkets, drug stores or discount retail stores in major metropolitan markets in the southern and northeastern United States. First Capital Realty was incorporated in November 1993 and conducts its business directly and through subsidiaries. First Capital Realty’s primary objective is the creation of value over the long-term by generating sustainable cash flow and capital appreciation of its shopping centre portfolio. To achieve its objectives in the future Management will continue to: • be focussed and disciplined in acquiring income-producing properties; • undertake selective development and redevelopment activities; and • proactively manage the existing shopping centre portfolio. Income-Producing Portfolio The Company’s portfolio of income-producing shopping centres at December 31, 2006 consisted of interests in 158 properties, including six under development, totalling 18.2 million square feet of gross leasable area. Eighty-five percent of these shopping centres are anchored by grocery stores and drug stores. The average size of the shopping centres is 115,000 square feet and the size ranges from 20,000 to over 500,000 square feet. The Company operates in key urban markets in the four largest provincial economies in Canada. The Company’s shopping centres are summarized as follows: December 31 Ontario Quebec Alberta British Columbia Other Provinces Total 2006 Gross Leasable Area (000s sq. ft.) Number of Properties (1) 61 53 23 17 4 8,325 4,963 3,211 1,485 182 158 18,166 Percent Occupied 96.6% 95.7% 94.7% 94.0% 88.8% 95.7% 2005 Gross Leasable Area (000s sq. ft.) Number of Properties 53 47 18 11 4 7,275 4,388 2,688 1,174 187 133 15,712 Percent Occupied 95.7% 94.2% 93.9% 96.6% 90.2% 95.0% (1) Includes six properties currently under development. 16 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. The Company targets specific urban markets with stable and/or growing populations despite, and because of, the high barriers to entry. The Company intends to continue to operate primarily in and around its target urban markets of Toronto, Montreal, Calgary, Vancouver, Ottawa, Edmonton and Quebec City. Management believes that urban retail properties typically will generate sustainable returns on investment, and over time, capital appreciation. The Company seeks to achieve critical mass in its target markets to generate economies of scale and operating synergies. The Company targets well-located properties in urban markets with strong demographics that Management expects will attract quality tenants with long lease terms. Specifically, Management looks for properties located within dense residential areas where quality tenants provide consumers with daily necessities including both products and services. In Management’s view, such tenants are somewhat less sensitive to economic cycles due to the high component of consumer non-discretionary spending for such products and services making these tenants desirable for the Company’s type of properties. Management believes that one measure of the quality of a shopping centre is the ability of the centre to attract quality tenants. The Company’s top ten tenants and their respective credit ratings, portfolio presence and average remaining lease terms at December 31, 2006 are listed in the chart below: Tenant Sobeys Loblaws Shoppers Drug Mart Metro Zellers and Home Outfitters Canadian Tire and Mark’s Work Wearhouse Canada Safeway TD Canada Trust Wal-Mart Rona DBRS Credit Rating BBB(High) A A(low) BBB — A(low) BBB AA(low) AA BBB(high) Number of Stores 39 27 42 26 17 19 9 26 4 2 Square Feet 1,336,000 1,425,000 529,000 915,000 1,562,000 751,000 375,000 138,000 473,000 257,000 % of Total Square Feet Remaining Lease Term in Years 7.3% 7.8% 2.9% 5.0% 8.6% 4.1% 2.1% 0.8% 2.6% 1.4% 12 9 9 11 10 11 8 6 13 17 10 211 7,761,000 42.6% At December 31, 2006, the Company’s top 30 tenants, including the top ten above, represented 56.0% of the Company’s annualized minimum rents and 55.2% of the gross leasable area in the Company’s portfolio. A total of 75.5% of those rents in the top 30 are from tenants who have investment grade credit ratings and who represent many of Canada’s leading supermarket operators, drug store chains, discount retailers, banks and other familiar shopping destinations. Furthermore, 45.4% of the Company’s total annualized minimum rents are from tenants who have investment grade credit ratings. Acquisitions of Income-Producing Properties Management seeks to acquire well-located neighbourhood and community shopping centres in the Company’s target urban markets that it believes will provide an appropriate return on investment over the long term. The Company typically makes acquisitions of individual properties that enhance the quality of the portfolio by virtue of their location, demographics and tenant base or that also have redevelopment opportunities. In addition to one-off property transactions, Management will look for strategic or portfolio acquisitions, in both existing markets and markets where the Company may not yet have a significant presence. 17 Management’s Discussion and Analysis – continued During 2006, the Company acquired interests in 25 properties (2005 – 25 properties) consistent with its investment and growth strategies. Through these acquisitions, the Company expanded its presence in its target urban markets in Canada continuing to generate greater economies of scale and operating synergies. Development and Redevelopment The Company also pursues selective development and redevelopment activities, either alone or with joint-venture partners, in order to actively participate in growth markets and to achieve a better return on its portfolio. Investments in development and redevelopment activities generally comprise approximately 5% of the Company’s total asset value at any given time. Typically new centres are developed after obtaining anchor tenant lease commitments. The Company strategically manages its development activities to reduce development risks. In 2006, the Company completed the development of 376,000 square feet of gross leasable area which was 100% occupied (2005 – 339,000 square feet which was 97% occupied). In addition, a 102,900 square foot grocery store was built by a tenant on one of the Company’s properties. First Capital Realty actively develops properties in its target markets across Canada, generating growth in markets where accretive acquisitions are often difficult to find. Proactive Management The Company views proactive management of its existing portfolio and newly acquired properties as an important part of its strategy. Proactive management encompasses continued investment in properties to ensure they remain attractive to quality retail tenants and their customers over the long term. Specifically, Management strives to create and maintain the highest standards in lighting, parking, access and general appearance of its properties. The Company’s proactive management strategies have contributed to continued improvement in occupancy levels and average lease rates throughout the portfolio. The Company is fully internalized and all important value creation activities including development management, leasing, leasing administration and legal, construction management and tenant co-ordination functions are directly managed and executed by experienced real estate professionals. Employees with these real estate capabilities are located in each of the Company’s offices in Toronto, Montreal, Calgary and Vancouver in order to effectively serve the major urban markets where First Capital Realty operates. The Company has a joint venture with Brookfield LePage Johnson Controls Facility Management Services (“BLJC”) to provide basic property management services to its properties. The combination of the experienced property, accounting and administrative personnel from the Company’s properties and the property services and system infrastructure from BLJC allows for a higher quality of service, and over time, a more efficient cost structure for the Company’s tenants. Equity One The Company owns 13.9 million shares (2005 – 13.3 million shares) or approximately 19.1% (2005 – 17.8%) of Equity One, the assets of which are similar to those of the Company. Equity One is a self-managed, real estate investment trust (“REIT”) with acquisition, development, redevelopment, capital markets, property management and leasing expertise. Equity One owns or has interests in 173 properties totalling approximately 18.4 million square feet consisting of 166 shopping centres and seven non-retail properties. In addition it owns six development sites and leases and manages 27 properties in Texas. At December 31, 2006, the Company had interests in 331 properties totalling approximately 36.6 million square feet of gross leasable area including properties held through its investments in Equity One. Company Key Performance Measures There are many factors that contribute to the successful operations of First Capital Realty’s business including rental rates, renewal rates, occupancy rates, tenant quality, availability of properties and development sites that meet the Company’s acquisition criteria, 18 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. financing rates, tenant inducements, maintenance and general capital expenditure requirements, development costs and the economic environment in its markets. The Company quantifies the collective results of all of these factors into the two key measures: funds from operations per diluted share and the overall leverage level. Funds from Operations per Diluted Share A key objective is to generate absolute and accretive growth as measured by funds from operations per diluted share through execution of the business strategy. Overall Leverage Level Another important objective is to continue to maintain financial discipline and ensure sustainability of cash flows through managing the debt to total market capitalization ratio, targeted to range from 45% to 60%, subject to market conditions and opportunities while taking into consideration the total asset value of the Company and its debt covenants. 2006 Performance Compared to Objectives The Company’s objectives for 2006 were to: • Increase the size of the Company’s income-producing portfolio through acquisition and development while maintaining and enhancing asset quality; • Increase the cash flow from operations through increased rental rates and portfolio occupancy; • Continue to grow the business while maintaining a responsible and prudent leverage ratio; and, • Further increase the market capitalization and public float of the Company. The Company believes it has met or exceeded all of its key 2006 objectives. Key financial and operating metrics which provide measures of performance are summarized below and outlined on the Summary Consolidated Information and Highlights table on the next page. Summary Consolidated Information and Highlights The highlights of the growth and financial position of the Company are: • Gross shopping centre investments increased by 27% since December 31, 2005 while gross leasable area increased by 16%. Portfolio occupancy and rate per occupied square foot also increased during this same period. • Investments in land and shopping centres under development increased by 31% since December 31, 2005 while the development acreage pipeline increased by 10%. • Net operating income increased by 24.6% over 2005, and 54.8% over 2004. • Funds from operations per diluted share increased by 6.8% over 2005 and 11.3% over 2004. • The leverage of the Company as measured by debt to total market capitalization improved to 43.7% at December 31, 2006 from 44.7% at December 31, 2005. • Shareholders’ equity increased by 8.2% since December 31, 2005 to $912 million at December 31, 2006. • The total market capitalization of the Company increased to $4.1 billion at December 31, 2006 from $3.1 billion at December 31, 2005. • The number of common shares outstanding increased by 6.6% to 75.3 million. 19 Management’s Discussion and Analysis – continued Summary Consolidated Information and Highlights (thousands of dollars, except per share amounts) 2006 2005 2004 Operation Information Gross leasable area (square feet) Number of properties (1) Development land pipeline (acreage) Portfolio occupancy Rate per occupied square foot Financial Information Gross shopping centre investments (2) Land and shopping centres under development Real estate investments, net book value Total assets Mortgages and credit facilities Senior unsecured debentures payable Convertible debentures payable Shareholders’ equity Revenues Net operating income – Canada (3) Net income Basic earnings per share Diluted earnings per share Capitalization and Leverage Shares outstanding Market capitalization Debt to market capitalization (4) Debt to aggregate assets (4) Equity One Dividends from Equity One (Cdn$) Dividends from Equity One (US$) Average exchange on dividends (US$ to Cdn$) Dividends per common share – regular – special Dividends Dividends reinvested by shareholders (5) 18,166,000 15,712,000 13,024,000 158 261 95.7% 13.95 $ 133 238 95.0% 13.61 104 139 94.1% 13.17 $ $ $ 2,689,005 $ 2,124,271 $ 1,606,587 $ 178,347 $ 136,475 $ 74,957 $ 2,943,062 $ 2,380,113 $ 1,828,452 $ 3,060,879 $ 2,469,288 $ 1,893,597 $ 1,388,650 $ 1,297,040 $ 1,002,965 $ $ $ $ $ $ $ $ 399,813 192,189 911,593 332,897 205,626 45,959 0.62 0.62 $ $ $ $ $ $ $ $ 100,000 96,990 842,544 268,642 165,049 29,196 0.72 0.50 $ $ $ $ $ $ $ $ — 247,736 548,493 221,502 132,818 17,887 0.46 0.45 75,297,908 70,645,834 51,659,583 $ 4,080,239 $ 3,121,900 $ 2,248,000 43.7% 55.4% 33,265 29,430 1.13 1.23 — 90,942 68,323 $ $ $ $ $ $ $ $ $ $ 44.7% 54.2% 18,221 15,207 1.20 1.20 0.20 87,617 45,200 55.8% 63.0% 18,671 14,249 1.31 1.17 — 54,771 — $ $ $ $ $ 20 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. (thousands of dollars, except per share amounts) 2006 2005 2004 Funds from Operations Funds from operations (6) Per diluted share – total – before non-recurring items Weighted average diluted shares – FFO (1) Includes properties currently under development. $ $ $ 117,186 1.58 1.55 $ $ $ 94,666 1.48 1.45 $ $ $ 64,664 1.42 1.38 74,321,824 63,995,995 45,652,868 (2) Gross shopping centre investments is comprised of the gross book value of shopping centres, deferred costs and intangible assets less intangible liabilities. (3) Net operating income is a non-Generally Accepted Accounting Principles (“GAAP”) measure of operating performance. See definition of Net Operating Income. (4) Calculated in accordance with the indentures governing the issuance of senior unsecured debentures. (5) 2006 includes $18.3 million of dividends payable at December 31, 2006 that were reinvested in January 2007 and 2005 includes $16 million of dividends payable at December 31, 2005 that were reinvested in January 2006. (6) Funds from operations is a measure of operating performance that is not defined by GAAP. See Definition and Reconciliation of Funds From Operations. O P E R AT I O N S Investments in Real Estate The Company’s total investment in its acquisition, development and portfolio improvement activities over the last two years is summarized as follows: ($ millions) Gross real property investments, January 1 Acquisition of income-producing properties Acquisition of additional interests in existing properties Acquisition of additional space and land parcels adjacent to existing properties Acquisition of land for development Development activities and portfolio improvements Other Gross real property investments, December 31 Gross shopping centre investments Land and shopping centres under development Gross real property investments, December 31 2006 $ 2,261 $ 404 10 62 23 109 (2) 2,867 2,689 178 2,867 $ $ $ $ $ $ 2005 1,682 402 5 36 37 97 2 2,261 2,124 137 2,261 The Company’s operating activities are comprised of acquisitions of income-producing properties, acquisitions of additional space and land parcels at or adjacent to existing income-producing properties, acquisitions of land sites for future development and redevelopment, capital improvements, and leasing at the Company’s properties. These operating activities for 2006 and 2005, along with the Company’s interest in Equity One, are discussed below. 21 Management’s Discussion and Analysis – continued Income-Producing Properties In 2006, the Company acquired interests in 25 income-producing shopping centres comprising 1.8 million square feet, for $403.5 million. Of these properties, twelve were anchored by supermarkets and two were anchored by drug stores. In addition, seven of the supermarket-anchored centres also included drug stores as additional anchors. These acquisitions are in and around the Company’s target urban markets and demonstrate the Company’s continuing focus on these urban markets. The acquisitions, all of which were completed on an individual basis, are summarized in the table below. Property Name City Province Acquired Anchored Anchored (Square Feet) ($ millions) Quarter Supermarket- Drug Store- Leasable Area Acquisition Cost Gross Richmond Square Fairmount Shopping Centre Humbertown Shopping Centre TransCanada Centre 801 & 861 York Mills Woodgrove Crossing Place Lorraine Calgary Calgary Toronto Calgary Toronto Nanaimo Lorraine 1842-1852 Queen Street East Toronto Kirkland Plaza Woolridge Linens ’N Things The Olive Queen Mary Plaza Actuel Cochrane City Centre Hyde Park Plaza Stoneybrook Plaza 9630 Macleod Trail Staples Lougheed Terminal Park Olde Oakville Market Place Sunningdale Centre Port Place Shopping Centre Place Panama Kirkland & St. Charles Shopping Centre Other acquisition Total Kirkland Coquitlam Vancouver Montreal Montreal Cochrane London London Calgary Burnaby Nanaimo Oakville London Nanaimo Brossard Kirkland Toronto AB AB ON AB ON BC QC ON QC BC BC QC QC AB ON ON AB BC BC ON ON BC QC QC ON Q1 Q1 Q1 Q1 Q2 Q2 Q2 Q2 Q2 Q2 Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q4 Q4 Q4 Q4 Q4 Q4 Q4 — — ✔ ✔ — — ✔ — ✔ — ✔ — — — ✔ ✔ — — ✔ ✔ ✔ ✔ ✔ — — 12 — — ✔ ✔ — — — — — — — — — ✔ ✔ ✔ — — — ✔ ✔ ✔ — ✔ — 9 102,000 58,000 136,000 186,000 78,000 60,000 63,000 14,000 47,000 38,000 22,000 6,400 58,000 35,000 51,800 55,300 126,900 32,000 31,000 88,000 72,700 146,700 94,200 114,200 67,200 $ 19.6 10.4 47.0 38.1 21.6 14.3 7.3 6.2 6.7 12.5 9.4 1.9 9.3 9.1 13.0 13.2 24.6 12.0 8.4 36.6 24.9 20.0 9.3 21.0 7.1 1,783,400 $ 403.5 22 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Additional Space and Adjacent Land Parcels In 2006, the Company acquired additional space in eleven existing shopping centres and nine land parcels at or adjacent to existing properties adding 235,100 square feet of gross leasable area and 17.3 acres of commercial land. Total expenditures on these additional interests and land parcels amounted to $62.4 million. These acquisitions are set out in the tables below. Property Name City Province Additional space in existing shopping centres Fairway Plaza Loblaws Plaza Appleby Mall Plaza Don Quichotte Wellington Corners Cochrane City Centre Kitchener Ottawa Burlington Ille Perot London Cochrane Carrefour Belvedere (Hooper Building) Sherbrooke Steeple Hill West 1005 King Street West (King Liberty) 1029 King Street West (King Liberty) Harvey’s Delson (Plaza Delson) Pickering Toronto Toronto Delson Total Land parcels at or adjacent to existing properties Charlemagne Land Centre Commercial Maisonneuve Carrefour des Forges 355-359 & 349-351 St. Edouard 19970 – 80th Avenue Carrefour St. David Charlemagne Land 68 Livingston Cowpland Drive Total Additional Interests in Existing Properties Montreal Montreal Drummondville Drummondville Langley Beauport Montreal Grimsby Ottawa ON ON ON QC ON AB QC ON ON ON QC QC QC QC QC BC QC QC ON ON Quarter Acquired Leasable Area Acquisition Cost Acreage (Square Feet) ($ millions) Gross Q1 Q1 Q1 Q2 Q2 Q3 Q3 Q3 Q4 Q4 Q4 Q1 Q1 Q1 Q2 Q2 Q3 Q3 Q4 Q4 — — — — — — — — — — — 2.3 1.5 0.8 0.2 4.1 0.4 1.3 0.1 6.6 17.3 64,000 22,000 15,000 27,000 4,000 23,500 48,000 14,000 8,000 5,600 4,000 235,100 — — — — — — — — — — $ 13.3 5.2 4.1 2.6 0.9 7.6 4.0 2.8 4.6 1.9 0.8 47.8 5.5 3.1 0.6 0.4 2.4 0.8 0.5 0.3 1.0 $ $ $ 14.6 In 2006, the Company acquired the remaining interests of 50% and 25% in Old Strathcona, Edmonton, Alberta and Dufferin Corners, Toronto, Ontario, respectively, for a total cost of $9.8 million. 23 Management’s Discussion and Analysis – continued Land Sites for Development The Company invested $22.6 million in the acquisition of six land sites, comprising 40.7 acres of commercial land for future development, as set out in the table below. Property Name Faubourg des Prairies (1) Laval Place Fredo (1) Abbottsford Lands Kanata Lands (2) South Fraser Gate McVean Land Total (1) Acquired prior to zoning process (2) 50% interest City Montreal Laval Abbottsford Ottawa Abbottsford Brampton Province Quarter Acquired QC QC BC ON BC ON Q3 Q3 Q4 Q4 Q4 Q4 Acreage 7.6 0.8 3.9 23.8 0.2 4.4 40.7 Acquisition Cost ($ millions) $ 3.0 1.5 7.1 6.0 0.5 4.5 $ 22.6 Impact of 2006 Acquisitions on Continuing Operations Management takes a highly disciplined approach to increasing the size and quality of the Company’s property portfolio, seeking acquisitions that are both operationally and financially accretive over the long term. Management looks for benefits from economies of scale and operating synergies in order to strengthen the Company’s competitive position in its target urban markets. As well, Management seeks to enhance the tenant and geographic diversification of the portfolio. Management believes that the 2006 acquisitions are in line with its business strategy and will support the achievement of the Company’s objectives over the long term. 2005 Acquisitions In 2005, First Capital Realty expanded its portfolio through various acquisitions as set out below. The Company acquired interests in 25 income-producing shopping centres, comprising 2.4 million square feet, for $401.9 million. Of these properties, 19 were anchored by supermarkets and three were anchored by drug stores. Nine of the supermarket-anchored centres also included drug stores as additional anchors. The acquisitions are summarized in the following table. 24 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Property Name City Province Acquired Anchored Anchored (Square Feet) ($ millions) Quarter Supermarket- Drug Store- Leasable Area Acquisition Cost Gross Grimsby Square Shopping Centre Grimsby Hooper Building Pemberton Plaza Kingsland Plaza Sherbrooke Vancouver Calgary Broadmoor Shopping Centre Richmond Adelaide Shoppers Towerlane Mall Fairway Plaza Langley Mall Harbour Front Centre Place Michelet 1331 Main Street Uplands Common London Airdrie Kitchener Langley Vancouver Montreal Vancouver Lethbridge Carrefour des Forges Drummondville College Square (1) Langley Crossing Bowmanville Mall Chartwell Shopping Centre Terra Nova Shopping Centre Galeries des Chesnaye Burlingwood Shopping Centre Coronation Mall Loblaws Plaza Lakeview Plaza Verdun Shoppers Total (1) 50% interest Ottawa Langley Bowmanville Toronto Richmond Lachenaie Burlington Duncan Ottawa Calgary Montreal ON QC BC AB BC ON AB ON BC BC QC BC AB QC ON BC ON ON BC QC ON BC ON AB QC Q1 Q1 Q1 Q1 Q1 Q1 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q2 Q3 Q3 Q3 Q3 Q3 Q3 Q3 Q4 Q4 Q4 Q4 ✔ ✔ ✔ — ✔ — ✔ ✔ ✔ — ✔ — ✔ ✔ ✔ — ✔ ✔ ✔ ✔ ✔ ✔ ✔ ✔ — 19 ✔ ✔ — ✔ — ✔ ✔ — — — — — — — ✔ — ✔ ✔ — ✔ ✔ — — ✔ ✔ 126,000 $ 92,000 78,000 45,000 43,000 19,000 170,000 169,000 132,000 127,000 59,000 55,000 53,000 50,000 388,000 129,000 115,000 85,000 73,000 57,000 46,000 58,000 106,000 64,000 19,000 13.1 11.4 19.1 9.0 14.5 5.6 20.1 40.5 13.6 34.3 13.5 5.7 11.1 7.3 39.3 29.1 13.6 19.0 24.7 7.1 9.5 11.1 15.9 11.1 2.7 12 2,358,000 $ 401.9 Additional Space and Adjacent Land Parcels The Company acquired additional space in four existing shopping centres and eleven land parcels at or adjacent to existing properties adding 76,000 square feet of gross leasable area and 27.5 acres of commercial land. Total expenditures on these additional interests and land parcels amounted to $36.2 million. These acquisitions are set out in the following table. 25 Management’s Discussion and Analysis – continued Property Name City Province Quarter Acquired Leasable Area Acquisition Cost Acreage (Square Feet) ($ millions) Gross Additional space in existing shopping centres Towerlane Mall Pemberton Plaza Airdrie Vancouver 1071 King Street West (King Liberty) Toronto Place Seigneuriale (La Belle Province) Quebec City Total Land parcels at or adjacent to existing properties Promenades Levis Brantford Mall Steeple Hill Shopping Centre Levis Brantford Pickering Carrefour des Forges Drummondville Grimsby Square Shopping Centre University Mall Plaza Delson Chartwell Shopping Centre Carrefour St. David (1) King Liberty Village Grimsby Square Shopping Centre Total Grimsby Windsor Delson Toronto Quebec City Toronto Grimsby AB BC ON QC QC ON ON QC ON ON QC ON QC ON ON (1) To be combined with Carrefour St. David land development site in table below. Additional Interest in Existing Property Q2 Q2 Q3 Q4 Q1 Q1 Q1 Q2 Q2 Q3 Q3 Q4 Q4 Q4 Q4 — — — — — 3.5 0.3 0.3 1.0 0.2 9.5 1.0 3.9 6.2 1.0 0.6 27.5 38,000 8,000 27,000 3,000 76,000 — — — — — — — — — — — — $ $ $ 4.0 3.4 3.8 0.9 12.1 2.4 0.3 0.2 0.4 0.4 1.6 0.4 4.9 2.6 9.8 1.1 $ 24.1 The Company acquired the remaining 50% interest in Northfield Centre, Waterloo, Ontario for $5.2 million. 2005 Land Sites for Development The Company invested $36.7 million in the acquisition of six land sites, comprising 115.1 acres of commercial land for future development, as set out below. Property Name North Oakville Land Morningside Crossing Carrefour du Plateau-Grives (1) Bow Valley Crossing (1)(2) Carrefour St. David Jericho Centre Total (1) Acquired prior to zoning process (2) 50% interest 26 City Oakville Toronto Hull Calgary Quebec City Langley Province Quarter Acquired ON ON QC AB QC BC Q2 Q3 Q3 Q3 Q3 Q3 Acreage 7.7 13.4 32.9 48.4 10.5 2.2 Acquisition Cost ($ millions) $ 7.0 13.0 6.7 4.4 4.0 1.6 115.1 $ 36.7 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 2006 Development Activities Development is completed selectively, based on opportunities in the markets where the Company operates. Development activities are strategically managed to reduce risks and properties are developed after obtaining anchor lease commitments. In 2006, the Company developed 478,900 square feet of retail space as detailed below. Property Name Charlemagne King Liberty Village Carrefour St. David Clairfields Commons Promenades Levis Bowmanville Mall Strandherd Crossing McLaughlin Corners West Lethbridge Town Centre Red Deer Village Parkway Centre Chemong Park Plaza Other pads and expansions at 5 properties Eagleson Cope Drive Total City Province Square Feet Major Tenants Charlemagne Toronto Beauport Guelph Levis Bowmanville Ottawa Brampton Lethbridge Red Deer Peterborough Peterborough Ottawa QC ON QC ON QC ON ON ON AB AB ON ON ON 139,000 43,000 42,000 34,000 25,000 23,000 13,000 11,000 7,000 6,000 5,000 5,000 23,000 376,000 102,900 478,900 Rona First Capital Realty, Kasian Architecture Metro Shoppers Drug Mart, Scotiabank, TD Canada Trust Pharmacie Jean Coutu, Bank of Montreal A&P Dollar Blitz, Starbucks CitiFinancial, Hasty Market Scotiabank Mark’s Work Wearhouse Montana’s TD Canada Trust Loblaws The 2006 development of 478,900 square feet compares with 339,000 square feet developed in 2005. Developed gross leasable area of 376,000 square feet was 100% occupied at December 31, 2006, at an average rate of $16.35 per square foot. In addition, a 102,900 square foot Loblaws was built by the tenant on the Company’s Eagleson Cope Drive property in Ottawa, Ontario. These successfully completed development projects illustrate the potential future value of investments in ongoing development initiatives that are not yet generating income, but are expected to contribute significantly to the growth of the Company. At December 31, 2006, the Company owned 261 acres of land sites and parcels available for future development, compared with 238 acres in 2005. The pipeline of development acreage has increased as a result of new acquisitions in excess of the development acreage coming on line during the year. This inventory provides the Company with opportunities for growth in its existing portfolio and new development in its target urban markets. The Company’s development sites and properties as at December 31, 2006 are summarized as follows: Properties under development Square footage under development in existing properties Land parcels adjacent to/part of existing properties Land sites held for future development Total Number of Sites/Properties 6 8 34 11 59 Acreage 42 17 87 174 320 Developable Square Feet 468,300 222,000 919,600 1,689,000 3,298,900 27 Management’s Discussion and Analysis – continued In 2006, the Company invested a total of $108.5 million in its active development projects as well as in certain improvements to its existing shopping centre portfolio. In addition to the properties under development at December 31, 2006, the Company has a number of shopping centres under redevelopment or expansion. In the management of its development and expansion program, the Company utilizes dedicated internal professional staff. Direct and incremental costs of development, including applicable salaries and other direct costs of internal staff, are capitalized to the cost of the property under development. 2005 Development Activities In 2005, the Company developed 339,000 square feet of retail space in the following shopping centres: Property Name Royal Oak Tillsonburg Town Centre Strandherd Crossing Sherwood Towne Square Red Deer Village 3434 Lawrence Place Bordeaux Les Galeries de Lanaudiere Wellington Corners Harwood Plaza Other pads and expansions Total City Province Square Feet Major Tenants Calgary Tillsonburg Ottawa Edmonton Red Deer Toronto Gatineau Lachenaie London Ajax AB ON ON AB AB ON QC QC ON ON 61,000 60,000 50,000 30,000 22,000 17,000 16,000 14,000 13,000 10,000 46,000 339,000 Home Outfitters, Mexx, Royal Bank Canadian Tire Shoppers Drug Mart, Royal Bank Michael’s, Royal Bank Shoppers Drug Mart, Rogers Video Mark’s Work Wearhouse Marche Frais, Cuisine De La Mer Lapointe Tommy Hilfiger, TD Canada Trust Montana’s The Bargain Shop The 339,000 square feet completed was 97% occupied at December 31, 2005 at an average rate of $18.33 per square foot. At December 31, 2005, the Company had 238 acres of land sites and parcels available for development. The Company’s development sites and properties as at December 31, 2005 are summarized as follows: Properties under development Square footage under development in existing properties Land parcels adjacent to/part of existing properties Land sites held for future development Total Number of Sites/Properties 6 7 34 10 57 Acres 38 6 87 151 282 Developable Square Feet 503,000 76,550 942,950 1,429,000 2,951,500 The Company invested a total of $97 million in its active development projects and in certain improvements to its existing shopping centre portfolio. The Company also had a number of shopping centres in various stages of redevelopment or expansion at December 31, 2005. 28 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Leasing and Occupancy In 2006, net new leasing, including new development space coming on line, totalled 509,500 square feet compared to 490,000 square feet in 2005. This net new leasing will generate additional annual minimum rent of approximately $7.6 million as compared to $8.8 million in 2005. Lease renewals on 1,446,000 square feet were completed in 2006, as compared to 594,000 square feet of space in 2005. The renewals signed in 2006 will generate additional annual minimum rent 5.5% greater than the expiring rent, which compares to 2005 renewals signed at 4.9% greater than expiring rent. With the impact of leasing during the year in the existing portfolio and development space, new acquisitions and increases from contractual rent steps, the average rate per occupied square foot increased to $13.95 at December 31, 2006 as compared with $13.61 at December 31, 2005. The occupancy level of the portfolio, including properties currently under redevelopment, was 95.7% of total gross leasable area as at December 31, 2006 as compared with 95.0% at December 31, 2005. New leases and, to a lesser extent, renewed leases may require investments of capital for tenant installation costs which typically include tenant allowances and other leasing costs. Equity One, Inc. (“Equity One”) Equity One is traded on the New York Stock Exchange (“NYSE”) under the ticker symbol EQY. Equity One is a leading owner and operator of neighbourhood and community shopping centres anchored by supermarkets, drug stores and national value retailers in the southern and northeastern United States metropolitan markets. Based in North Miami Beach, Florida, Equity One is a self-managed REIT with acquisition, development, redevelopment, capital markets, property management and leasing expertise. Equity One Property Portfolio Equity One owns or has interest in 173 properties comprising approximately 18.4 million square feet consisting of 166 shopping centres and seven non-retail properties. In addition it owns six development parcels and also leases and manages 27 properties in Texas. The investment in Equity One provides the Company with both geographic and property rental revenue diversification in growing urban markets in the United States. Fifty-one percent of the total square footage owned by Equity One is located in Florida, with the balance of the properties in eleven other states. Additionally, all of Equity One’s top ten tenants are represented by U.S.-based corporations that are distinct from the Company’s top ten tenants. Information concerning Equity One is based on publicly available information and documents filed with the U.S. Securities and Exchange Commission. Analysis of Investment in Equity One The book value and market value of the Company’s investment in Equity One amounted to $229 million and $432 million (2005 – $212 million and $359 million), respectively, at December 31, 2006, using the year-end exchange rate of $1.17 (2005 – $1.16). First Capital Realty, through its wholly-owned U.S. subsidiaries, owned 13.9 million shares of Equity One as of December 31, 2006 (2005 – 13.3 million shares). First Capital Realty’s investment in Equity One originated from an exchange of the Company’s U.S. shopping centre business for shares in Equity One in September 2001, which at the time had a book value of US$120 million. Since that time, Equity One has grown significantly, and the Company’s investment has increased with additional investments in shares. At December 31, 2006, the Equity One shares had a market value of US$371 million or US$26.66 per share. Equity One has paid dividends for 35 consecutive quarters, providing the Company with a source of stable cash income. At December 31, 2006, US$130.4 million of debt was outstanding with the majority of the shares held as security. 29 Management’s Discussion and Analysis – continued R E S U LT S O F O P E R AT I O N S Funds from Operations In Management’s view, funds from operations (“FFO”) is a commonly accepted and meaningful indicator of financial performance in the real estate industry. First Capital Realty believes that financial analysts, investors and shareholders are better served when the clear presentation of comparable period operating results generated from FFO disclosure supplements Canadian generally accepted accounting principles (“GAAP”) disclosure. The Company’s method of calculating FFO may be different from methods used by other corporations or REITs and accordingly, may not be comparable to such other corporations or REITs. FFO is presented to assist investors in analyzing the Company’s performance. FFO: (i) does not represent cash flow from operating activities as defined by GAAP, (ii) is not indicative of cash available to fund all liquidity requirements, including payment of dividends and capital for growth and (iii) should not be considered as an alternative to GAAP net income for the purpose of evaluating operating performance. Funds from Operations – RealPac Recommendations First Capital Realty calculates FFO in accordance with the recommendations of the Real Property Association of Canada (“RealPac”). The definition is meant to standardize the calculation and disclosure of FFO across real estate entities in Canada, and is modelled on the definition adopted by the National Association of Real Estate Investment Trusts (“NAREIT”) in the United States. The Company’s funds from operations are calculated below: (thousands of dollars, except per share amounts) Net income for the year Add (deduct): Amortization of shopping centres, deferred costs and intangible assets Gain on disposition of real estate Current income tax on Equity One special dividend from gain on real estate Equity income from Equity One Funds from operations from Equity One Future income taxes Funds from operations Per diluted share – total – before non-recurring items Weighted average diluted shares – FFO Funds from Operations per Diluted Share 2006 2005 $ 45,959 $ 29,196 64,252 — 3,621 (32,696) 22,457 13,593 $ 117,186 $ $ 1.58 1.55 $ $ $ 47,816 (202) — (17,475) 26,275 9,056 94,666 1.48 1.45 74,321,824 63,995,995 Funds from operations for the year ended December 31, 2006 totalled $117.2 million, or $1.58 per diluted common share, compared to $94.7 million, or $1.48 per diluted common share, in 2005. The increase in FFO is primarily due to the Company’s income-producing property acquisitions and development projects coming on line, partially offset by a decline in FFO from Equity One and increased interest and corporate expenses. FFO includes the effects of non-recurring items as set out below. Non-recurring items in FFO for the year ended December 31, 2006 includes gains on the sale of marketable securities of $3.7 million and income from non-recourse cash flow participation loans of $0.5 million, offset by unrealized losses on certain interest rate swaps of $0.4 million, a loss on early extinguishment of debt at Equity One of $0.4 million, and severance, write-off of abandoned transactions and management transition costs at Equity One of $1.6 million. Non-recurring items in FFO for the year ended December 31, 2005 included gains on the redemptions of convertible debentures of $1.0 million and a $0.6 million non-recurring gain from Equity One. 30 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Net Operating Income Net operating income is defined as property rental revenue less property operating costs. In Management’s opinion, net operating income is useful in analyzing the operating performance of the Company’s shopping centre portfolio. Net operating income is not a measure defined by GAAP and there is no standard definition of net operating income. Accordingly, net operating income may not be comparable with similar measures presented by other entities. Net operating income (“NOI”) should not be construed as an alternative to net income or cash flow from operating activities determined in accordance with GAAP. (thousands of dollars) Same property 2005 Acquisitions 2006 Acquisitions Development and redevelopment Revenue recognized on a straight-line basis Amortization of above- and below-market leases Net operating income Property rental revenue Property operating costs 2006 2005 $ 135,132 $ 130,291 30,195 13,121 19,697 5,839 1,642 205,626 325,980 120,354 205,626 $ $ $ 16,260 — 13,690 3,677 1,131 165,049 264,840 99,791 165,049 $ $ $ Net operating income increased in 2006 by $40.6 million to $205.6 million. Same property NOI (includes properties where the Company’s ownership and investment are substantially the same in the two calendar years) grew by 3.7%, or $4.8 million, during the year. For the year ended December 31, 2006, revenue recognized on a straight-line basis totalled $5.8 million as compared to $3.7 million in 2005. For 2004 and 2005, the Company had additional allowances for doubtful accounts which decreased recognition of straight-line rents with respect to those years. In the normal course of operations, the Company receives payments from tenants as compensation for the termination of leases. In 2006, the Company received lease termination payments of $1.0 million or 0.3% of total property revenues as compared to $0.5 million, or 0.2% of total property revenues, in 2005. Lease termination income was higher in 2006 due partially to termination payments totalling $0.5 million received from three tenants. Lease termination income has ranged from 0.2% to 2% of total property revenues over the past five years. The lease termination payments are included in same property NOI. The ratio of net operating income to gross rental revenues in 2006 of 63.1% reflects the inclusion of straight-line rents and market rent adjustments of $7.5 million. Excluding these items, the NOI margin is approximately 62.2%. Similarly, the 2005 ratio of net operating income to gross property revenues of 62.3% reflects the inclusion of straight-line rent and market rent adjustment amounts of $4.8 million in NOI. Excluding these items, the NOI margin was approximately 61.6% in 2005. Overall, the annualized NOI margin has increased over the past three years as the Company’s portfolio has grown and expanded in new markets. Management, in measuring the Company’s performance, does not distinguish or group its Canadian operations on a geographical or any other basis. Accordingly, the Company has a single reportable Canadian segment for disclosure purposes in accordance with Canadian GAAP. Equity Income from Equity One The Company received dividends from Equity One of US$29.4 million or US$2.20 per share during the year ended December 31, 2006 compared to US$15.2 million or US$1.17 per share in the year ended December 31, 2005. The Canadian dollar equivalent amounts are $33.3 million and $18.2 million, respectively. 31 Management’s Discussion and Analysis – continued The Company’s share of Equity One’s net earnings, adjusted to Canadian GAAP, net of a provision for future tax on the undistributed earnings of Equity One, is recorded as equity income. For the year ended December 31, 2006, equity income from Equity One increased to $32.7 million from $17.5 million in the prior year. This reflects the Company’s share in the gain (approximately $19.4 million, net of taxes) on the sale of its Texas portfolio (as discussed below) and other properties, offset by management transition and abandoned transaction costs incurred by Equity One. The increase in equity income and dividends in 2006 is primarily from the sale by Equity One of 29 Texas properties to a third-party investor in two transactions which occurred in the second and fourth quarters. Equity One realized net proceeds of approximately US$329 million from the transaction and continues to lease and manage the properties. Equity One recorded a gain of approximately US$111 million, and paid a special dividend of US$1.00 per common share in the second quarter of 2006, which is included in dividends received of $2.20 per share. Interest and Other Income (thousands of dollars) Gains on sales of marketable securities Interest, dividend and distribution income from marketable securities and cash investments Gains on land and property sales Unrealized losses on certain interest rate swaps Interest income from development loans Income from non-recourse cash flow participation loans Other income Total interest and other income Interest Expense (thousands of dollars) Mortgages and credit facilities Secured by Canadian properties Secured by investment in Equity One and other investment Senior unsecured debentures and convertible debentures Total interest expense 2006 4,221 1,335 137 (389) 683 538 392 6,917 2006 64,944 9,734 74,678 19,131 93,809 $ $ $ $ 2005 89 1,747 202 — 1,564 123 77 3,802 2005 60,299 7,557 67,856 12,476 80,332 $ $ $ $ The increase in interest expense on mortgages and credit facilities in 2006 was a result of an increase in the gross debt required to fund the growth of the property portfolio. During 2005 and 2006, a larger percentage of this additional debt was comprised of senior unsecured debentures. The Company’s ratio of debt to aggregate assets has increased from 54.2% at December 31, 2005 to 55.4% at December 31, 2006. Interest Expense on Mortgages and Credit Facilities – Canada (thousands of dollars) Interest expense Interest capitalized Interest paid in excess of implicit interest on assumed mortgages Change in accrued interest Total Canadian mortgage and credit facilities interest paid 2006 64,944 8,776 2,323 (429) 75,614 $ $ 2005 60,299 5,830 1,710 (1,057) 66,782 $ $ 32 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. The increase of $8.8 million in interest paid on Canadian mortgages and credit facilities in 2006 over 2005 is the result of increased borrowing by the Company to fund acquisitions and development activities in Canada. The effect of the increase in gross debt was partially offset by a decrease in the weighted average interest rate on the Company’s Canadian fixed rate borrowings, from 6.5% at December 31, 2005 to 6.4% at December 31, 2006, as rates on new financings were lower than those on existing debt. The interest capitalized to properties under development in 2006 increased over 2005 as a result of increased development activity during the year. Interest Expense on U.S. Credit Facilities (thousands of dollars) Ending debt balance – December 31 (US$) Interest expense (US$) Average exchange rate Interest expense (Cdn$) Change in accrued interest Total US$ credit facilities interest paid 2006 139,625 8,587 1.13 9,734 (623) 9,111 $ $ $ $ $ 2005 132,941 6,261 1.21 7,557 (961) 6,596 $ $ $ $ $ Measured in U.S. currency, the interest expense on the U.S. credit facilities increased by 37.2% in 2006 from 2005 as a result of the higher debt balance and a higher average interest rate. The change in the U.S. exchange rate during 2006 partially offset this increase, resulting in a 28.8% increase in interest expense when measured in Canadian currency. The Company uses U.S. dollar-denominated debt to finance its U.S. dollar investments. Interest on Senior Unsecured Debentures (thousands of dollars) Interest expense on senior unsecured debentures Implicit interest rate in excess of coupon rate Change in accrued interest Cash interest paid 2006 $ 12,935 (27) (3,340) 9,568 $ $ $ 2005 2,710 — (153) 2,557 The increase in interest expense from senior unsecured debentures is due to the following debt issuances: Series Date of Issue Maturity Date Par Value Semi-Annual Interest Payable Dates A B C D June 21, 2005 March 30, 2006 August 1, 2006 June 21, 2012 March 30, 2011 $100 million $100 million June 21 and December 21 March 30 and September 30 December 1, 2011 $100 million June 1 and December 1 September 18, 2006 April 1, 2013 $100 million April 1 and October 1 Interest on Convertible Debentures (thousands of dollars) Interest expense on convertible debentures Implicit interest rate in excess of coupon rate Change in accrued interest Less interest paid in common shares of the Company Cash interest paid Coupon Rate 5.08% 5.25% 5.49% 5.34% 2005 9,766 (1,438) 2,137 (10,465) 2006 $ 6,196 $ (215) (1,686) (4,295) $ — $ — 33 Management’s Discussion and Analysis – continued The reduction in convertible debenture interest expense is due to the redemption of the 7.25% convertible debentures in March 2005 and the 7.0% convertible debentures in September 2005. Interest on convertible debentures for the year ended December 31, 2006 consists of interest on the $100 million of par value 5.50% convertible unsecured subordinated debentures issued December 19, 2005 and the $100 million of par value issued on November 30, 2006. Interest on the convertible debentures is payable semi-annually on March 31 and September 30. In 2006, 178,373 (2005 –543,547) common shares were issued to pay interest to holders of convertible debentures. Corporate Expenses (thousands of dollars) Salaries, wages and benefits Non-cash compensation Other general and administrative costs Capital taxes, net of recoveries from tenants Amounts capitalized to properties under development and deferred leasing costs Total corporate expenses 2006 2005 $ 13,833 $ 10,626 2,543 7,344 1,959 (6,397) 1,532 5,954 1,442 (5,182) $ 19,282 $ 14,372 Total corporate expenses have increased as salaries, wages and benefits and staffing levels increased in response to portfolio growth including the full internalization of development, leasing, legal, construction management and tenant co-ordination, which was initiated in the fourth quarter of 2004 and completed during 2005. In addition, corporate expenses include costs for all other real estate activities including those incurred on unsuccessful or abandoned acquisitions and for general corporate purposes and net capital taxes. Non-cash compensation is recognized over the respective vesting periods for options, restricted share units and deferred share units. These items are considered part of the total compensation for directors, senior management, key employees and select service providers to the Company. Due to the grants of options and share units during 2005 and 2006, the non-cash compensation expense has increased from the prior year. Options and share units are designed to align the holders’ interests with the long-term interests of the Company and its shareholders. Other general and administrative costs have increased with the Company’s growth and in response to the increasing costs of compliance with the regulatory environment for public companies. In addition, there was an increase in the net pre-acquisition costs incurred in the investigation of real estate assets which were ultimately not acquired by the Company. The Company manages all of its acquisitions, development, redevelopment and leasing activities internally. Certain internal costs directly related to development and initial leasing of the properties, including salaries and related costs, are capitalized in accordance with GAAP, to land and shopping centres under development as incurred. Certain costs associated with the Company’s internal leasing staff are capitalized to deferred leasing costs and amortized over the terms of the related leases. Amounts capitalized to real estate investments during 2006 totalled $6.4 million, compared to $5.2 million in 2005. Amounts capitalized are based on specific leases completed, and development and redevelopment projects underway. The increase in capitalized costs was due to the increased level of development activities and new and renewal leases completed and to the full impact of the internalization of these and other value- creation activities occurring in 2006. 34 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. $ 2006 46,441 12,118 5,693 64,252 3,178 1,011 2005 $ 36,854 8,467 2,495 47,816 2,096 409 $ 68,441 $ 50,321 Amortization Expense (thousands of dollars) Shopping centres Deferred costs Intangible assets Amortization of real estate assets Deferred financing fees Other assets Total amortization Amortization of real estate assets increased due to the amortization of newly acquired properties and developments coming on line. Deferred financing costs include underwriting fees and other costs incurred in connection with debt financing, and are amortized over the term of the related financing. The increase in 2006 over 2005 is primarily due to the issuance of senior unsecured debentures and convertible debentures, and renewals of credit facility agreements during the year. Income Taxes (thousands of dollars) Canadian federal large corporations tax United States current income taxes and other Future income taxes Total 2006 — 4,155 13,593 17,748 $ $ 2005 1,631 2,436 9,056 13,123 $ $ The total income tax expense has increased compared to 2005 due to the increase in net income before income taxes, partially offset by the elimination of the federal large corporations tax in 2006. Net Income (thousands of dollars) Net income Net income per diluted share 2006 45,959 0.62 $ $ 2005 29,196 0.50 $ $ The increase in net income per share was primarily from NOI growth due to acquisitions and development coming on line, increased equity income from Equity One, Inc. that resulted from a gain on disposition of their Texas portfolio (approximately $19.4 million, net of taxes) par- tially offset by increased interest expense of $13.5 million, an increase in amortization expense of $18.1 million and to a lesser degree, an increase in the weighted average number of shares outstanding. 35 Management’s Discussion and Analysis – continued C A P I TA L S T R U C T U R E A N D L I Q U I D I T Y The real estate business is capital-intensive by nature. The Company’s capital structure is key to financing growth and providing sustainable cash dividends to shareholders. In the real estate industry, financial leverage is used to enhance rates of return on invested capital. Management believes that First Capital Realty’s blend of debt, convertible debentures and equity in its capital base provides stability and reduces risks, while generating an acceptable return on investment, taking into account the long-term business objectives of the Company. In 2005, the Dominion Bond Rating Service Ltd. (“DBRS”) provided First Capital Realty with a credit rating of BBB (low) with a stable trend relating to the senior unsecured debentures and in 2006, Moody’s Investor Services, Inc. (“Moody’s” and, together with DBRS, the “Rating Agencies”) provided First Capital Realty with a credit rating of Baa3 with a stable outlook relating to these debentures. A credit rating in the BBB category is generally an indication of adequate credit quality as defined by DBRS. A credit rating of Baa3 denotes that these debentures are subject to moderate credit risk and are of medium-grade and, as such, may possess certain speculative characteristics as defined by Moody’s. A rating outlook, expressed as positive, stable, negative or developing, provides the Rating Agencies’ opinion regarding the outlook for the rating in question over the medium term. The credit ratings assigned are not recommendations to purchase, hold or sell these debentures. There can be no assurance that any rating will remain in effect for any given period of time or that any rating will not be withdrawn or revised by either or both Rating Agencies at any time. Capital Employed (thousands of dollars) Mortgages and credit facilities – Canada Credit facilities – U.S. Mortgages and credit facilities Senior unsecured debentures payable Convertible debentures payable Equity component of convertible debentures Other Convertible debentures principal Share capital Warrants Options and share units Cumulative currency translation Contributed surplus Deficit Total capital employed 2006 2005 $ 1,225,931 $ 1,142,430 162,719 1,388,650 399,813 192,189 9,030 (1,219) 200,000 1,128,926 236 4,625 (14,170) 19,513 (236,567) 902,563 154,610 1,297,040 100,000 96,990 3,015 (5) 100,000 1,022,701 472 3,004 (14,577) 19,513 (191,584) 839,529 $ 2,891,026 $ 2,336,569 36 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Mortgages and Credit Facilities As at December 31, 2006, mortgages and credit facilities increased primarily due to financing on acquisitions of shopping centres and development activities during the year. The weighted average interest rate on fixed rate mortgages and credit facilities was 6.4% at December 31, 2006 compared to 6.5% at December 31, 2005. (thousands of dollars) Fixed rate Floating rate Canada U.S. 2006 Total 2005 Total $ 1,190,438 35,493 $ 1,225,931 $ $ 52,443 $ 1,242,881 $ 1,144,204 110,276 145,769 152,836 162,719 $ 1,388,650 $ 1,297,040 At December 31, 2006, 89.5% of the outstanding mortgage and credit facility liabilities bore interest at fixed interest rates, which is consistent with 2005. The fixed mortgage rates provide an effective matching for rental income from leases, which typically have fixed terms ranging from five to ten years, and incremental contractual rent steps during the term of the lease. In Canada, the Company had fixed rate mortgages outstanding, as at December 31, 2006, in the aggregate amount of $1.2 billion as compared to $1.1 billion at the end of 2005. The increase in the outstanding balance is the net result of $186.6 million in new financings primarily from financing assumed on acquisitions and top-up financing on existing properties with mortgages offset by $76.4 million in repayments. The average remaining term of the mortgages outstanding has declined from 6.4 years at December 31, 2005 to 5.9 years at December 31, 2006. This decline is due to the passage of time and the assumption of mortgages with shorter remaining terms. The floating rate financing facility is secured by certain of the Company’s shopping centres and development assets and is being used primarily to finance acquisition, development and redevelopment activities. As these projects are completed, Management intends to arrange long-term financing to replace floating rate debt. The U.S. dollar-denominated credit facilities totalling Cdn$162.7 million are used to finance the Company’s investment in Equity One and other investments and to reduce the Company’s exposure to fluctuations in foreign currency exchange rates. The debt service requirements of these credit facilities are funded by the cash flow generated by the dividends from Equity One. The outstanding U.S. credit facilities increased from US$132.9 million at December 31, 2005 to US$139.6 million at December 31, 2006. The Company’s objective is to manage its long-term debt by staggering maturity dates in order to mitigate against short-term volatility in the debt markets. At December 31, 2006, the Company had mortgages and credit facilities aggregating $197 million coming due in 2007, of which $106.4 million are mortgages at an average interest rate of 6.25% and $33 million represents scheduled amortization of principal balances during the year. The remaining $57.6 million of debt maturing in 2007 is represented by credit facilities. As the Company intends to renew or replace its bank credit facilities prior to their maturity dates and foresees no difficulty in doing so, cash payment of the outstanding credit facilities at their maturity is not expected to be required. Subsequent to December 31, 2006, the Company completed a $250 million unsecured line of credit which is further described under “Subsequent Events”. 37 Management’s Discussion and Analysis – continued Senior Unsecured Debentures The Company completed the issuance of $300 million of senior unsecured debentures, as described under “Interest Expense” in the year ended December 31, 2006. Subsequent to December 31, 2006, the Company completed an additional $100 million issuance of senior unsecured debentures as described under “Subsequent Events”. The senior unsecured debentures were rated BBB(low) with a stable trend by Dominion Bond Rating Services and Baa(3) with a stable outlook by Moody’s Investor Services. The Company intends to continue to issue senior unsecured debentures and finance its acquisitions, development activities and mortgage maturities. The Company believes that unsecured financing, in combination with its other sources of debt and equity capital, will provide the Company with a reduced cost of capital over the long term. Debt and Principal Amortization Maturity Profile (thousands of dollars) 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Thereafter Mortgages and Cdn Credit Facilities Senior Unsecured Debentures U.S. Credit Facilities Total $ 174,610 $ — $ 22,433 $ 197,043 97,619 74,190 112,773 87,310 120,917 146,497 216,584 116,717 40,437 38,277 — — — 200,000 100,000 100,000 — — — — 7,866 7,866 111,005 13,549 — — — — — — 105,485 82,056 223,778 300,859 220,917 246,497 216,584 116,717 40,437 38,277 % Due 11.0% 5.9% 4.6% 12.5% 16.8% 12.4% 13.8% 12.1% 6.5% 2.3% 2.1% The Company is liable for minimum land-lease payments of $0.8 million on certain of its properties in each year from 2007 to 2011 and $11.7 million thereafter. Total minimum land-lease payments are $15.9 million. The leases expire between 2018 and 2039. $ 1,225,931 $ 400,000 $ 162,719 $ 1,788,650 100.0% Convertible Debentures (thousands of dollars) Interest Rate 2006 Coupon Implicit Principal Liability 5.50% 5.50% 5.86% 6.14% $ 100,000 $ 97,176 100,000 95,013 $ 200,000 $ 192,189 $ $ Equity 3,015 6,015 9,030 Principal $ 100,000 — $ 100,000 2005 Liability 96,990 — 96,990 $ $ Equity 3,015 — 3,015 $ $ 38 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. On November 30, 2006, the Company issued, via private placement, $100 million 5.50% convertible unsecured subordinated debentures for total proceeds of $101 million. These debentures are in addition to and part of the $100 million of convertible debentures issued on December 19, 2005. Fifty million dollars of the principal amount of these debentures were issued to the Company’s largest shareholder, Gazit Canada Inc. on the same terms as the other investors. The 5.50% debentures are due September 30, 2017 and require interest payable semi-annually on March 31 and September 30. Holders of the 5.50% debentures have the right to convert them into common shares at a share price of $27.00 through to December 31, 2011 and $28.00 thereafter, to maturity. The Company may redeem the 5.50% debentures on or after December 31, 2009, but prior to January 1, 2012, provided the average trading price of the common shares for the 20 consecutive trading days ending five days prior to the redemption or maturity date is at 125% of the conversion price. The Company may redeem the 5.50% debentures after January 1, 2012, but prior to maturity, at a price equal to the principal plus accrued interest. The Company has the option of repaying the 5.50% debentures on redemption by way of the issuance of common shares at 97% of a weighted average trading price of the Company’s common stock. The Company also has the option of paying the semi-annual interest through the issue of common shares. It is the current intention of the Company to satisfy its obligations to pay principal and interest on its 5.50% convertible unsecured subordinated debentures by issuing common shares. On September 30, 2005, the Company redeemed the outstanding $100 million principal amount of the 7.0% convertible debentures with the issuance of 4,995,205 shares. Prior to the redemption date, holders of $0.045 million principal amount of the 7.0% convertible debentures converted their debentures in accordance with the terms and conditions of the trust indenture. The early redemption of the 7.0% convertible debentures resulted in a non-cash gain of $0.2 million and an increase in contributed surplus of $8.2 million. On March 31, 2005, the Company redeemed the outstanding $161.7 million principal amount of the 7.25% convertible debentures with the issuance of 8,411,386 shares. Prior to the redemption date, holders of $0.035 million principal amount of 7.25% convertible debentures converted their debentures in accordance with the terms and conditions of the trust indenture. The early redemption of the 7.25% convertible debentures resulted in a non-cash gain of $0.8 million and an increase in contributed surplus of $8.4 million. In 2006, 178,373 (2005 – 543,547) common shares were issued to pay interest to holders of convertible debentures. Shareholders’ Equity Shareholders’ equity amounted to $912 million as at December 31, 2006, as compared to $843 million at the end of 2005. Shareholders’ equity as at December 31, 2006 included $9.0 million (2005 – $3.0 million) representing the equity component of convertible debentures as discussed above. As at December 31, 2006, the Company had 75,297,908 (2005 – 70,645,834) issued and outstanding common shares with a stated capital of $1.1 billion (2005 – $1.0 billion). During fiscal 2006, a total of 4,652,074 common shares were issued as follows: 178,373 shares for interest payments on convertible debentures; 1,135,000 shares in connection with a public offering; 480,255 shares from the exercise of common share options and warrants, 70,000 shares from a private placement; and 2,788,446 common shares under the Company’s dividend reinvestment plan (“DRIP”). The Company adopted a “DRIP” in May 2005 enabling Canadian resident shareholders who hold at least 500 common shares to reinvest cash dividends into additional common shares to be purchased through the Company’s transfer agent directly from the Company without charge. Shareholders who elect to participate in the DRIP, reinvest in additional common shares at a discount of 2% of the weighted aver- age trading price of the common shares on the TSX for the five consecutive trading days preceding the dividend payment date. Since inception, the quarterly participation rate in the DRIP averaged 76%. Shareholders’ equity as at December 31, 2006 included a negative cumulative, unrealized currency translation adjustment in the amount of $14.2 million (2005 – $14.6 million). This amount represents the difference between the U.S. dollar exchange rate in effect at the date 39 Management’s Discussion and Analysis – continued of the acquisition of the Company’s U.S. net assets, and the U.S. dollar exchange rate as at December 31, 2006 and 2005, respectively. The U.S. dollar exchange rate in effect at December 31, 2006 increased to US$1.00 = Cdn$1.17 from the exchange rate at December 31, 2005 of US$1.00 = Cdn$1.16. The impact of the increase in the foreign exchange rate on the net assets held in the United States resulted in a $0.4 million change in the unrealized currency translation adjustment. Shareholders’ equity as at December 31, 2006 included a deficit of $236.6 million (2005 – $191.6 million). The Company has historically paid dividends at levels consistent with general industry practice based on cash flow from operations as opposed to net income. Share Purchase Options As of December 31, 2006, the Company issued and had outstanding 1,568,968 share purchase options, with an average exercise price of $20.58. The options are exercisable by the holder at any time after vesting. The options have been issued at various times pursuant to the Company’s stock option plan to the employees, officers and directors of the Company and certain third party service providers. The options granted permit the holder to acquire shares at an exercise price equal to the market price of such shares at the date the option is granted. The objective of granting options is to encourage the holder to acquire an ownership interest in the Company over a period of time which acts as a financial incentive for the holder to consider the long-term interests of the Company and its shareholders. If all options outstanding at December 31, 2006 were exercised, 1,568,968 shares would be issued and the Company would receive proceeds of approximately $32 million. Liquidity The Company’s primary sources of capital are cash generated from Canadian property operations, dividends from Equity One, credit facilities, mortgage financing and top-ups and public equity and debt issues. Primary uses of capital include acquisitions, development projects, debt principal repayments, payment of dividends to shareholders, capital improvements and the funding of leasing costs. Cash and cash equivalents were $6.8 million at December 31, 2006 (2005 – $5.3 million). At December 31, 2006, the Company had undrawn Canadian credit facilities totalling $99.8 million and had approved credit facilities totalling $225 million, of which $137.8 million were available based on security provided to the banks. The Company also had unencumbered assets with a gross book value of approximately $704 million. Management believes that it has sufficient resources to meet its operational and investing requirements in the near and longer term. The Company historically used secured mortgages and credit facilities, senior unsecured debentures, convertible debentures and equity issues to finance its growth. The actual level and type of future borrowings will be determined based on prevailing interest rates, various costs of debt and equity capital, debt market conditions and our general view of the required leverage in the business. Cash Flows (thousands of dollars) Cash provided by operating activities Cash used in investing activities Cash provided by financing activities Effect of currency rate movement Increase in cash and cash equivalents 2006 2005 $ 115,173 $ 94,659 (507,566) 393,511 357 $ 1,475 $ (475,641) 381,342 92 452 40 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Operating Activities The increase in cash provided by operating activities reflects the special dividend from Equity One of US$13.3 million received in the second quarter of 2006, as well as the overall increase in cash flow generated by the growth in the income-producing shopping centre portfolio from acquisitions and development. Investing Activities The Company continues to make significant investments in its shopping centre portfolio. The overall level of investing activity in 2006 is comparable to the prior year. Details of the Company’s investments in acquisitions and developments are provided under “Operations”. Financing Activities The overall level of financing activity in 2006 is also comparable to the prior year. However, the Company has obtained a more significant percentage of its debt financing through the issuance of senior unsecured debentures which totalled $300 million of gross proceeds during 2006 compared to $100 million in the prior year. Subsequent to December 31, 2006, the Company completed an additional $100 million issuance of debentures as described under subsequent events. In addition, the introduction of the Company’s DRIP in the second quarter of 2005 caused cash dividends paid to decrease to $22.4 million from $52.3 million in the prior year. Cash and Cash Equivalents Cash and cash equivalents is comparable to the prior year at $6.8 million. Cash resources are promptly redeployed into investing activities to maximize the accretion to FFO per share. Contractual Obligations (thousands of dollars) Mortgages Scheduled amortization Payments on maturity Total mortgage obligations Canadian credit facilities U.S. credit facilities Letters of credit Senior unsecured debentures Land leases Development and redevelopment Total Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Payments due by period $ 219,370 $ 33,020 $ 55,460 $ 50,796 $ 80,094 971,418 1,190,788 35,143 162,719 5,495 400,000 15,913 61,728 106,447 139,467 35,143 22,433 5,495 — 843 44,318 116,349 171,809 — 15,732 — — 1,686 17,410 149,287 200,083 — 124,554 — 200,000 1,698 — 599,335 679,429 — — — 200,000 11,686 — Total contractual obligations $ 1,871,786 $ 247,699 $ 206,637 $ 526,335 $ 891,115 The Company has pledged letters of credit totalling $5.5 million primarily related to its development activities. 41 Management’s Discussion and Analysis – continued The Company’s estimated costs to complete properties currently under development are $62 million. These obligations primarily consist of construction contracts and are expected to be funded from credit facilities as the work is completed. Certain properties are subject to land leases. Annual commitments under these ground leases are detailed in the contractual obligation table. Contingencies The Company is involved in litigation and claims which arise from time to time in the normal course of business. In the opinion of Management, none of these, individually or in aggregate, would result in a liability that would have a significant adverse effect on the financial position of the Company. On October 16, 2006, First Capital Realty and First Capital (Royal Oak) Corporation (a wholly-owned nominee subsidiary of First Capital Realty) were named as defendants in a lawsuit commenced by Rencor Developments Inc. and Rencor Developments (Royal Oak) Inc. (collectively, “Rencor”). First Capital Realty and Rencor are joint-venture partners in the Royal Oak Shopping Centre located in Calgary, Alberta, in which First Capital Realty owns a 60% undivided interest and Rencor owns the remaining 40% undivided interest. The Statement of Claim seeks damages for alleged breaches by First Capital Realty of certain agreements relating to the ownership and operation of the Royal Oak Shopping Centre. First Capital Realty believes the lawsuit to be frivolous and without merit and intends to vigorously defend against the allegations made in the Statement of Claim. Accordingly, as of December 31, 2006, First Capital Realty has not recorded any loss provision with respect to this claim in its financial statements. Regardless of the merits of the claim by Rencor, one of the consequences of this lawsuit is that First Capital Realty will not, pending resolution of the lawsuit, be able to exercise its contractual option to acquire the 40% interest in the Royal Oak Shopping Centre that First Capital Realty does not currently own. This option is on financial terms that are favourable to First Capital Realty (a capitalization rate of 9.5%), and was expected to be exercised by First Capital Realty in January of 2007. The exercise by First Capital Realty of this contractual option in January 2007 was expected to contribute approximately $900,000 annually to First Capital Realty’s FFO in 2007 and each year thereafter. The Company is contingently liable, jointly and severally, for approximately $48.2 million (2005 – $49.3 million) to various lenders in connection with loans advanced to its joint-venture partners secured by the partners’ interest in the co-ownerships. Dividends The Company has maintained a policy of paying regular quarterly dividends to common shareholders since it commenced operations as a public company in 1994. Dividends are set taking into consideration the Company’s capital requirements, its alternative sources of capital and common industry cash distribution practices. In 2006, the Company paid regular dividends of $1.23 per common share (2005 – $1.20 per common share and a special dividend of $0.20 per share in March 2005). The regular dividend payout ratio calculated as a percent of Funds from Operations per share was approximately 78% in 2006 compared to approximately 81% in 2005. The Company is currently paying a quarterly dividend of $0.31 per common share. Dividends declared totalled $90.6 million for the four quarters of 2006, of which $68.3 million were reinvested by shareholders pursuant to the DRIP in common shares. 42 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Q U A R T E R LY A N A LY S I S 2006 2005 Q4 Q3 Q2 Q1 Q4 Q3 Q2 Q1 87,815 81,592 78,634 77,939 70,936 70,235 63,403 60,266 30,481 57,334 12,035 $ 0.16 $ 0.16 29,236 52,356 6,542 $ 0.09 $ 0.09 29,119 49,515 20,686 $ 0.28 $ 0.28 31,518 46,421 6,696 $ 0.09 $ 0.09 25,676 45,260 7,626 $ 0.11 $ 0.11 26,864 43,371 8,740 $ 0.26 $ 0.14 23,769 39,634 6,479 $ 0.10 $ 0.10 23,482 36,784 6,351 $ 0.27 $ 0.10 ($000s except per share and other data) Property rental revenue Property rental expense Net operating income Net income Basic earnings per share Diluted earnings per share Weighted average diluted shares outstanding — EPS 76,024,888 74,997,493 77,690,795 72,168,535 71,311,303 69,758,875 64,327,921 61,283,912 Funds from operations 32,688 28,540 28,933 27,025 26,889 25,379 23,102 19,296 Funds from operations/ share diluted $ 0.43 $ 0.38 $ 0.39 $ 0.37 $ 0.38 $ 0.39 $ 0.36 $ 0.35 Weighted average diluted shares outstanding — FFO Dividend Total assets Total mortgages and 76,024,888 74,997,493 73,987,091 72,168,535 71,311,303 65,355,568 64,327,921 54,730,436 $ 0.31 $ 0.31 $ 0.31 $ 0.30 $ 0.30 $ 0.30 $ 0.30 $ 0.30(1) 3,060,879 2,849,611 2,714,534 2,633,046 2,469,288 2,389,404 2,214,076 2,007,137 credit facilities 1,388,650 1,304,611 1,378,861 1,350,863 1,297,040 1,331,505 1,167,915 1,054,492 Shareholders’ equity 911,593 895,440 890,214 847,048 842,544 836,464 732,714 741,998 Other Data Number of properties 158 151 143 137 133 128 118 110 Gross leasable area 18,166,000 17,338,000 16,793,000 16,398,000 15,712,000 15,377,000 14,420,000 13,511,000 Occupancy % 95.7% 95.4% 95.1% 94.7% 95.0% 94.7% 94.7% 93.9% (1) Excludes special dividend of $0.20 paid to shareholders of record on March 29, 2005. The growth over the eight quarters in 2005 and 2006 in property rental revenue, property expenses and net operating income is primarily due to acquisitions and development coming on line. Refer to the MD&A and the Quarterly Financial Statements for discussion and analysis relating to the four quarters in 2005 and the first three quarters in 2006. A discussion of the fourth quarter of 2006 follows. 43 Management’s Discussion and Analysis – continued Q4 2006 Operations and Results During the fourth quarter of 2006, the Company acquired interests in seven income-producing shopping centres in Ontario, British Columbia and Quebec. The aggregate acquisition amount of $127.5 million, including closing costs, was funded with assumed mortgages of $37.8 million with the balance paid in cash. The Company also invested $8.5 million in acquiring additional space and two land parcels at, or adjacent to, existing properties adding 17,600 square feet of gross leasable area and 6.7 acres of expansion land to the portfolio. In the fourth quarter of 2006, 200,500 square feet of newly developed space came on line in the following shopping centres: Property Name Charlemagne King Liberty Village Clairfields Commons Promenades Levis West Lethbridge Town Centre Red Deer Village Chemong Plaza City Province Square Feet Major Tenants Gross Leasable Area Charlemagne Toronto Guelph Levis Lethbridge Red Deer Peterborough QC ON ON QC AB AB ON 139,100 22,300 15,300 8,800 5,100 4,900 5,000 200,500 Rona Kasian Architecture Scotiabank, TD Canada Trust Bank of Montreal Scotiabank Mark’s Work Wearhouse TD Canada Trust The 200,500 square feet of space developed and brought on line during the quarter was leased at an average rate of $14.73 per square foot. In addition to acquisitions of income-producing properties and development assets, the Company invested $35.6 million during the fourth quarter in its active development projects as well as in certain improvements to existing properties. Leasing activity in the fourth quarter of 2006 resulted in net new leasing of 219,000 square feet, including development projects coming on line, and renewal leasing of 477,000 square feet. Portfolio occupancy at December 31, 2006 increased to 95.7% from 95.4% at September 30, 2006. Properties acquired during the fourth quarter had an average lease rate per square foot of $16.49 and occupancy of 94.4%. The average rate per occupied square foot at December 31, 2006 increased to $13.95 from $13.83 at September 30, 2006. FFO per diluted share was $0.43 in the fourth quarter of 2006, compared to $0.38 in the fourth quarter of 2005. The increase was due primarily to the Company’s property acquisitions and development projects coming on line partially offset by an increase in the weighted average diluted number of shares outstanding. Net operating income increased to $57.3 million from $45.3 million in the fourth quarter of 2005. The increase was due to $5.7 million from 2006 acquisitions, $0.2 million from the incremental impact of acquisitions made in 2005, $1.4 million from properties under development, same property income growth of $2.2 million and an increase in revenue recognized on a straight-line basis and market rent adjustments of $2.5 million. 44 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. E V E N T S S U B S E Q U E N T T O D E C E M B E R 3 1 , 2 0 0 6 Acquisitions Since January 1, 2007, First Capital Realty has invested $15.5 million in the acquisition of two development sites totalling 38.6 acres of commercial land. On March 14, 2007, the Company acquired Westmount Shopping Centre located in northwest Edmonton, Alberta. The property is situated on 30.5 acres of land and on completion of redevelopment will consist of 511,000 square feet. The purchase price of $70 million, including closing costs, was satisfied in cash. Issuance of Senior Unsecured Debentures On January 31, 2007, the Company issued $100 million of Series E senior unsecured debentures at a coupon rate of 5.36% for net proceeds of $99.3 million. These debentures mature January 31, 2014 with interest payable on January 31 and July 31 each year. Interest on Convertible Debentures On February 27, 2007, the Company announced that it will pay the interest due on March 31, 2007 to holders of both classes of its 5.50% convertible unsecured subordinated debentures, due September 30, 2017, by the issuance of common shares. The number of common shares to be issued per $1,000 principal amount of debentures will be calculated by dividing the dollar amount of interest payable by an amount equal to 97% of the volume-weighted average trading price of the common shares of First Capital Realty on the Toronto Stock Exchange, calculated for the 20 consecutive trading days ending on March 23, 2007. The interest payment due is approximately $5.5 million. It is the current intention of the Company to continue to satisfy its obligations to pay principal and interest on its 5.50% debentures by the issuance of common shares. Unsecured Credit Facility On March 5, 2007, the Company completed a $250 million three-year unsecured revolving credit facility syndicated with six financial institutions. Two of the Company’s three existing secured credit facilities were cancelled effective the same date. As of March 5, 2007, properties with a gross book value of $195.4 million were released as security under the existing secured credit facilities. The remaining secured facility will expire on April 30, 2007 and will not be renewed. Properties with a gross book value of $29.5 million will be released as security on its expiry. Quarterly Dividend The Company announced that it will pay a first quarter dividend of $0.31 per common share on April 5, 2007 to shareholders of record on March 28, 2007. Dispositions Subsequent to year end, the Company sold a shopping centre with a net book value of $5.9 million for proceeds of $6.4 million. Current Outstanding Share Data As at March 8, 2007, 75,992,289 common shares were issued and outstanding. There were no material changes since December 31, 2006, other than as described above in the amount of options, warrants or convertible debentures outstanding. 45 Management’s Discussion and Analysis – continued O U T L O O K Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and similar expressions to the extent they relate to the Company or its Management. The forward-looking statements are not historical facts but reflect the Company’s current expectations regarding future results or events and are based on information currently available to Management. Certain material factors and assumptions were applied in providing these forward-looking statements. Management believes that the expectations reflected in forward-looking statements are based upon reasonable assumptions; however, Management can give no assurance that actual results will be consistent with these forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties that could cause actual results or events to differ materially from current expectations, including the matters discussed under “Risk Management”. Factors that could cause actual results or events to differ materially from those expressed or implied by forward-looking statements in addition to those described in the “Risk Management” section include, but are not limited to, general economic conditions, the availability of new competitive supply of retail properties which may become available either through construction or sublease, First Capital Realty’s ability to maintain occupancy and to lease or re-lease space at current or anticipated rents, tenant bankruptcies, financial difficulties and defaults, changes in interest rates, changes in operating costs, First Capital Realty’s ability to obtain insurance coverage at a reasonable cost and the availability of financing. Readers, therefore, should not place undue reliance on any such forward-looking statements. Further, a forward-looking statement speaks only as of the date on which such statement is made. First Capital Realty undertakes no obligation to publicly update any such statement or to reflect new information or the occurrence of future events or circumstances. These forward-looking statements are made as of March 8, 2007. In 2006, First Capital Realty made significant progress in meeting or exceeding all of its stated goals and objectives. The Company grew its business and generated solid increases in funds from operations while finishing the year with a stronger balance sheet. The acquisition environment remains extremely competitive. Nevertheless, the Company will continue to acquire properties that are well- located and of high quality, where they add strategic value and/or operating synergies provided they will be accretive to FFO over the long term. Development and redevelopment activities will continue to provide the Company with opportunities to participate in growth markets and, once completed, generate higher returns on investment. With respect to acquisitions of both income-producing and development properties, the Company will continue to focus on maintaining the sustainability and growth potential of rental income to ensure that among other things, refinancing risk is minimized. This is particularly important in the current environment with decreasing capitalization rates resulting from increasing real estate prices. Specifically, Management will focus on the following four areas to achieve its objectives in 2007: • same property net operating income growth; • development and redevelopment activities; • improving efficiency and productivity of our operations; and • improving the cost of capital. Overall, Management is confident that the quality of the Company’s real estate will continue to generate sustainable and growing cash flows while producing superior returns on investment over the long term. 46 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. S U M M A RY O F S I G N I F I C A N T A C C O U N T I N G E S T I M AT E S A N D P O L I C I E S Summary of Critical Accounting Estimates First Capital Realty’s significant accounting policies are described in Note 1 to the Consolidated Financial Statements. Management believes the policies which are most subject to estimation and Management’s judgment are those outlined below. Property Acquisitions For acquisitions subsequent to September 12, 2003, in accordance with the Canadian Institute of Chartered Accountants (“CICA”) Handbook Sections 1581 and 3062, Management is required to allocate the purchase price to land, building, tenant improvements, and intangibles such as the value of above-market and below-market leases, lease origination costs, tenant relationships and mortgages, if any. Management uses estimates and judgments as well as third party appraisals to determine the following: • The fair value of land as of the acquisition date. • The value of the depreciated replacement cost of buildings as of the acquisition date based on prevailing construction costs for buildings of a similar class and age. • The value of the above- and below-market leases based on the present value of the difference between the rents payable under the terms of the in-place leases and estimated market rents. • The value of deferred leasing costs, including tenant improvements, at depreciated replacement cost based on estimates of prevailing construction costs, taking into account the condition of tenants’ premises and year of improvement. • The value of lease origination costs based on estimates of the costs that would be required for the existing leases to be put in place under the same terms and conditions. These costs include leasing commissions, foregone rent and operating cost recoveries during an estimated lease-up period. • The value of the tenant relationships, if any, based on the net costs avoided if the tenants were to renew their leases at the end of the existing term, and the probability that the tenants will renew. • The fair value of debt assumed on acquisition by reference to prevailing market interest rates. Estimates of fair values and market rates used could vary and impact reported financial results. Impairment of Assets Under Canadian GAAP, Management is required to write down to fair value any long-lived asset that is determined to have been permanently impaired. First Capital Realty’s long-lived assets consist of investments in income-producing properties and mortgages receivable. The fair value of investments in income-producing properties is dependent upon anticipated future cash flows from operations over the anticipated holding period. The review of anticipated cash flows involves subjective assumptions of estimated occupancy, rental rates and a residual value. In addition to reviewing anticipated cash flows, management assesses changes in business climates and other factors which may affect the ultimate value of the property. These assumptions are subjective and may not be ultimately achieved. The fair value of mortgages receivable depends upon the financial covenant of the issuer and the economic value of the underlying security. In the event these factors result in a carrying value that exceeds the sum of the undiscounted cash flows expected to result from the direct use and eventual disposition of the property, an impairment would be recognized. The estimates of future cash flows and the impact of other factors could vary, and result in a different calculation of the impairment. 47 Management’s Discussion and Analysis – continued Amortization of Income Properties Amortization is recorded on buildings using a straight-line basis over the expected useful economic life of the building, which is typically 40 years. A significant portion of the acquisition cost of each property is allocated to the building. The allocation of the acquisition cost to the building and the determination of the useful life are based upon Management’s estimates. In the event the allocation to the building is inappropriate or the estimated useful life of the building proves incorrect, the computation of amortization will not be appropriately reflected over future periods. Fair Value of Financial Instruments The Company is required to determine the fair value of its mortgage debt, senior unsecured debentures, loans, mortgages and marketable securities and its convertible debentures. In determining the fair value of the Company’s outstanding mortgages, Management uses internally developed models, which incorporate estimated market rates. In determining market rates, Management adds a credit spread to quoted rates on Canadian government bonds with similar maturity dates to the Company’s mortgages. The fair value of the Company’s convertible debentures is based on current trading prices. Estimates of market rates and the credit spread applicable to a specific property could vary and result in a different disclosed fair value. S U M M A RY O F C H A N G E S T O S I G N I F I C A N T A C C O U N T I N G P O L I C I E S Current accounting policy change EIC-159, Conditional Asset Retirement Obligations (“ARO”), was effective April 1, 2006 and required application on a retroactive basis with restatement of prior periods. The initial application of EIC-159 required recording of a liability for an existing ARO and an asset retirement cost capitalized as an increase to the carrying amount of the associated income property. The Company had no material AROs at April 1, 2006, therefore adoption of this standard did not have a material impact on the Company’s financial position. Future accounting policy changes The Canadian Institute of Chartered Accountants (“CICA”) issued three new accounting standards that are effective for the Company’s fiscal year commencing January 1, 2007. The standards are to be applied on a retroactive basis without restatement of prior periods and consist of Section 1530, Comprehensive Income; Section 3855, Financial Instruments – Recognition and Measurement; and Section 3865, Hedges. (i) Comprehensive income – CICA Section 1530 Comprehensive income consists of net earnings and other comprehensive income (“OCI”). OCI includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts net of hedging arising from self-sustaining foreign operations, and changes in the fair value of the effective portion of hedging instruments. The Company’s consolidated financial statements will include a consolidated statement of other comprehensive income while the cumulative amount will be presented as a new category of shareholders’ equity. (ii) Financial instruments – recognition and measurement – CICA Section 3855 CICA Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other liabilities. 48 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Financial assets and financial liabilities classified as held-for-trading are required to be measured at fair value with gains and losses recognized in net income. Available-for-sale financial assets are required to be measured at fair value with unrealized gains and losses recognized in OCI. Financial assets classified as held-to-maturity, loans and receivables and financial liabilities (other than those held-for-trading) are required to be measured at amortized cost. The classifications above do not apply to investments where the Company has significant influence, that are accounted for using the equity method. Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in a financial instrument or other contract but are not closely related to the host financial instrument or contract. Changes in the fair values of derivative instruments are required to be recognized in net income, except for derivatives that are designated as a hedge. The fair value changes for the effective portion of such hedges are to be recognized in OCI. The standard specifically excludes CICA Section 3065, Leases, from the definition of financial instruments, except for derivatives that are embedded in a lease contract. The Company will apply the effective interest method of amortization for any transaction costs or fees, premiums or discounts earned or incurred for financial instruments measured at amortized cost. (iii) Hedges – CICA Section 3865 CICA Section 3865 specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges and hedges of a foreign currency exposure of a net investment in a self-sustaining foreign operation. In a fair value hedging relationship, the carrying value of the hedged item will be adjusted by gains or losses attributable to the hedged risk and recognized in net earnings. The changes in the fair value of the hedged item, to the extent that the hedging relationship is effective as defined by the standard (“effective”), will be offset by changes in the fair value of the hedging deriva- tive. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative will be recognized in OCI. The ineffective portion as defined by the standard will be recognized in net earnings. The amounts recog- nized in OCI will be reclassified to net earnings in those periods in which net earnings is affected by the variability in the cash flows of the hedged item. In hedging a foreign currency exposure of a net investment in a self-sustaining foreign operation, the effective portion of foreign exchange gains and losses on the hedging instruments will be recognized in OCI and the ineffective portion will be recognized in net earnings. Deferred gains or losses on the hedging instrument with respect to fair value hedging relationships that were discontinued prior to the transition date but qualify for hedge accounting under the new standards will be recognized in the carrying amount of the hedged item and amortized to net earnings over the remaining term of the hedged item for fair value hedges, and for cash flow hedges will be recognized in OCI and reclassified to net earnings in the same period during which the hedged item affects net earnings. However, for discontinued hedging relationships that do not qualify for hedge accounting under the new standards, the deferred gains and losses will be recognized in the opening balance of deficit on transition. (iv) Effect of adopting CICA Sections 1530, 3855 and 3865 The transition adjustment attributable to the above described standards will be recognized in the opening balance of deficit or accumulated other comprehensive income at January 1, 2007. The amount of the adjustment is currently being quantified by Management. 49 Management’s Discussion and Analysis – continued C O N T R O L S A N D P R O C E D U R E S Disclosure Controls and Procedures First Capital Realty Inc. Management maintains appropriate information systems, procedures and controls to ensure that information used internally and disclosed externally is complete, accurate, reliable and timely. The disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed in its various reports are recorded, processed, summarized and reported accurately. The Chief Executive Officer, and the Chief Financial Officer of the Company have evaluated, or caused the evaluation of under their direct supervision, the effectiveness of the Company’s disclosure controls and procedures (as defined in Multilateral Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings) as at December 31, 2006, and have concluded that such disclosure controls and procedures were designed and operating effectively. In spite of its evaluation, Management does recognize that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance and not absolute assurance of achieving the desired control objectives. In the unforeseen event that lapses in the disclosure controls and procedures occur and/or mistakes happen, the Company intends to take whatever steps necessary to minimize the consequences thereof. Internal Controls Over Financial Reporting Management is responsible for establishing and maintaining adequate internal controls over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted Accounting Principles. Management evaluated the design of its internal controls and procedures over financial reporting as defined under Multilateral Instrument 52-109 for the year ended December 31, 2006. This evaluation was performed by the Chief Executive Officer and the Chief Financial Officer of the Company with the assistance of other Company Management and staff to the extent deemed necessary. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the design of these internal controls and procedures over financial reporting was effective. The Company did not make any material changes to the design of internal controls over financial reporting during the three months ended December 31, 2006 that have had a material effect on the Company’s internal controls over financial reporting. On an ongoing basis, the Company will continue to analyze its controls and procedures for potential areas of improvement. R I S K S A N D U N C E R TA I N T I E S First Capital Realty, as an owner of income-producing properties and development land, is exposed to numerous business risks in the normal course of its business that can impact both short and long-term performance. Income-producing and development properties are affected by general economic conditions and local market conditions such as oversupply of similar properties or a reduction in tenant demand. It is the responsibility of Management, under the supervision of the Board of Directors, to identify and, to the extent possible, mitigate or minimize the impact of all such business risks. The major categories of risk the Company encounters in conducting its business and the manner in which it takes action to minimize the impact of these risks are outlined below. The Company’s Annual Information Form provides a more detailed discussion of these risks and can be found on SEDAR at www.sedar.com and the Company’s website www.firstcapitalrealty.ca. 50 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Operating Risk All real property investments are subject to a degree of risk. They are affected by various factors including changes in general economic conditions (such as the availability of long-term mortgage funds) and in local conditions (such as an oversupply of space or a reduction in demand for real estate in the area), the attractiveness of the properties to tenants, competition from other available space, the ability of the owner to provide adequate maintenance at an economic cost and various other factors. In addition, fluctuations in interest rates may affect the Company. The Company’s portfolio has major concentrations in Ontario, Quebec, Alberta and British Columbia. As a result, economic and real estate conditions in these regions will significantly affect the Company’s revenues and the value of its properties. The value of real property and any improvements thereto may also depend on the credit and financial stability of the tenants. The Company’s income and funds available for distributions to shareholders would be adversely affected if a significant tenant or a number of smaller tenants were to become unable or unwilling to meet their obligations to the Company or if the Company was unable to lease a significant amount of available space in its properties on economically favourable lease terms. Risk Management The following chart summarizes the top 30 tenants of the Company, which together represent 56.0% of the Company’s annualized minimum rent from its Canadian portfolio. 51 Management’s Discussion and Analysis – continued Tenant Top Thirty Tenants 1 2 3 Sobeys (incl. Western Cellars) Loblaws Shoppers Drug Mart (incl. Home Health Care) 4 Metro 5 6 7 8 Zellers/Home Outfitters Canadian Tire (incl. Mark’s Work Wearhouse) Canada Safeway TD Canada Trust 9 Wal-Mart 10 11 12 13 14 15 16 17 18 19 Rona Royal Bank CIBC Scotiabank Staples H.Y. Louie Group (London Drugs) Rogers Save-On-Foods Reitmans Cara Operations (Swiss Chalet/Kelsey’s) 20 LCBO 21 Winners Merchants Inc 22 23 24 25 26 27 28 29 30 Blockbuster Future Shop Dollarama Linens N Things Tim Hortons Pharma Plus SAQ Bank of Montreal Yum! Brands Number of Stores Percent of Total Total Canadian DBRS S&P (1) Canadian Gross Annualized Organization Organization Square Feet Leasable Area Minimum Rent Credit Rating Credit Rating Percent of 39 27 42 26 17 19 9 26 4 2 20 22 20 8 7 27 4 32 21 11 4 18 5 18 3 31 11 15 15 23 1,336,000 1,425,000 529,000 915,000 1,562,000 751,000 375,000 138,000 473,000 257,000 128,000 99,000 102,000 190,000 184,000 104,000 181,000 150,000 81,000 94,000 150,000 89,000 140,000 151,000 107,000 87,000 85,000 54,000 70,000 51,000 7.3% 7.8% 2.9% 5.0% 8.6% 4.1% 2.1% 0.8% 2.6% 1.4% 0.7% 0.5% 0.6% 1.0% 1.0% 0.6% 1.0% 0.8% 0.4% 0.5% 0.8% 0.5% 0.8% 0.8% 0.6% 0.5% 0.5% 0.3% 0.4% 0.3% 7.3% 7.1% 4.7% 4.5% 4.5% 3.9% 1.9% 1.7% 1.5% 1.3% 1.3% 1.2% 1.1% 1.0% 1.0% 1.0% 1.0% 0.9% 0.9% 0.9% 0.8% 0.8% 0.8% 0.8% 0.8% 0.7% 0.7% 0.7% 0.6% 0.6% BBB (high) A A(low) BBB A(low) BBB AA(low) AA BBB– A– BBB+ BBB BBB+ BBB- A+ AA BBB(high) BBB– AA(low) AA(high) AA(low) AA– A+ AA– BBB+ BB(high) BB+ AA A A(low) AA AA A B– BBB B A+ Total: Top 30 Tenants 526 10,058,000 55.2% 56.0% (1) Standard & Poor’s 52 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Lease Maturities First Capital Realty’s lease maturities are spread on a property-by-property basis, which helps to generate a more stable cash flow and mitigate risks related to changing market conditions. Lease expirations in each of the next ten years range from 4.1% to 9.1% of the annualized minimum rent in the Company’s portfolio. The Company’s lease maturity profile at December 31, 2006 is as follows: Number of Stores Occupied Percent of Total Minimum Rent Total Annualized per Square Foot Square Feet Square Feet at Expiration Minimum Rent at Expiration Annualized Percent of Minimum Rent Average Annual 55 502 376 372 328 294 168 141 140 137 100 31 260 661,000 1,417,000 1,062,000 1,355,000 1,176,000 1,346,000 1,095,000 1,137,000 903,000 1,244,000 1,090,000 791,000 4,110,000 2,904 17,387,000 3.6% 7.8% 5.8% 7.5% 6.5% 7.4% 6.0% 6.3% 5.0% 6.8% 6.0% 4.4% 22.8% 95.9% $ 9,877,000 20,622,000 16,424,000 21,959,000 18,099,000 19,189,000 17,457,000 16,194,000 12,804,000 17,421,000 14,168,000 8,559,000 49,165,000 $ 241,938,000 4.1% 8.5% 6.8% 9.1% 7.5% 7.9% 7.2% 6.7% 5.3% 7.2% 5.9% 3.5% 20.3% 100.0% $ 14.94 14.55 15.46 16.21 15.39 14.26 15.94 14.24 14.19 14.01 12.99 10.82 11.96 $13.91 Date Month-to-month 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 Thereafter Total/Average Financing and Repayment of Indebtedness The Company has outstanding indebtedness in the form of mortgages, credit facilities, senior unsecured debentures and convertible debentures and, as such, is subject to the risks normally associated with debt financing, including the risk that the Company’s cash flow will be insufficient to meet required payments of principal and interest. There is a possibility that the Company’s internally generated cash may not be sufficient to repay all of its outstanding indebtedness. Upon the expiry of the term of the financing on any particular property owned by the Company, refinancing on a conventional mortgage loan basis may not be available in the amount required or may be available only on terms less favourable to the Company than the existing financing. This will be dependent upon the economic circumstances prevailing at such time. Also, a disruption in the capital markets could have an adverse impact on the Company’s ability to meet its obligations and grow its business. The Company may elect to repay certain indebtedness through refinancings or through the issuance of equity securities. The Company’s strategy of spreading the maturities of its debt is also helpful in mitigating its exposure to interest rate fluctuations. 53 Management’s Discussion and Analysis – continued Credit Ratings Changes or anticipated changes in the credit rating assigned by DBRS or Moody’s to the Company’s senior unsecured debentures, or changes in the stability rating, may affect the Company’s access to financial markets and its cost of borrowing. Risk of Non-Collection of Straight-Line Rents Receivable A significant portion of the Company’s straight-line rents receivable will be payable by the tenant at dates up to 15 years in the future. Because of the inherent uncertainty of predicting economic trends and changes, consumer trends and specific tenant conditions, these straight-line rents receivable may not be collected. However, under Canadian GAAP, the Company can only record allowances for doubtful accounts on straight-line rents on a tenant-by-tenant basis, using specific, known facts and circumstances that exist in its portfolio at the time of the analysis. As such, the current allowance for doubtful accounts may not be adequate for potential future write- offs of these straight-line rent receivables. Risks of Foreign Equity Investments and Borrowings The Company holds a significant equity investment in Equity One and may acquire investments in other U.S. REITs or real estate investment vehicles from time to time. The value of the Company’s investments of this nature is subject to the risks inherent in investments in equity securities, including the risk that the financial condition of the issuers of the equity securities held by the Company may become impaired, or that the general condition of the stock market may deteriorate. The investee companies are also subject to risks associated with real property ownership which are similar to those described for the Company itself. Common stocks are also susceptible to general stock market fluctuations with potentially volatile increases and decreases in value as market confidence in, and perceptions of, their issuers change. The Company’s U.S. investment is self-sustaining and financed in part by U.S. dollar-denominated credit facilities, which are serviced by the cash flow generated by the dividends from this investment. The Company has traditionally not fully hedged its net U.S. dollar asset position. Acquisition, Expansion and Development Risk The key to the Company’s ongoing success will be its ability to create and enhance value through the skill, creativity and energy of its Management team and the opportunities which the market presents. First Capital Realty will continue to seek out acquisition, expansion and selective development opportunities that offer acceptable risk adjusted rates of return. The Company competes for suitable real property investments with individuals, corporations, real estate investment companies, trusts and other institutions (both Canadian and foreign) which may seek real property investments similar to those desired by the Company. Many of these investors may also have financial resources, which are comparable to, or greater than, those of the Company. An increase in the availability of investment funds, and an increase of interest in real property investments, increases competition for real property investments, thereby increasing purchase prices and reducing the yield thereon. Further, the Company’s development commitments are subject to those risks usually attributable to construction projects, which include: (i) construction or other unforeseeable delays; (ii) cost overruns; (iii) the failure of tenants to occupy and pay rent in accordance with existing lease agreements, some of which are conditional; and (iv) increase in interest rates during the life of the development. 54 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Government Regulations and Environmental Risk The Company and its real estate investments are subject to various government legislation and regulations. Any change in such legislation or regulations adverse to the Company or its investments could affect the operating and financial performance of the Company. In addition, laws and policies relating to the protection of the environment have become increasingly important in recent years. Environmental laws and regulations can change rapidly and the Company may become subject to more stringent environmental laws and regulations in the future. Compliance with more stringent environmental laws and regulations could have a material adverse effect on the Company’s business, financial condition or results of operations. Economic Conditions The economic conditions in the markets in which the Company operates can have a significant impact on the Company’s financial success. Adverse changes in general or local economic conditions can result in some retailers being unable to sustain viable businesses and meet their lease obligations to the Company, and may also limit the Company’s ability to attract new or replacement tenants. 55 Shopping Centre Portfolio Location Year Built or Acquired Total Square Footage Percent Occupied Anchors and Major Tenants Property ONTARIO Cedarbrae Mall Toronto 1996 469,000 98.4% Fairview Mall St. Catharines 1994 393,000 99.4% College Square (3) Ottawa Meadowvale Town Centre Mississauga Gloucester City Centre Brantford Mall Brampton Corners Ottawa Brantford Brampton Tillsonburg Town Centre (2) Tillsonburg Parkway Centre Fairway Plaza Harwood Plaza Bridgeport Plaza Stanley Park Mall Appleby Mall Queenston Place Sheridan Plaza Chartwell Shopping Centre King Liberty Village Ambassador Plaza University Plaza Westney Heights Plaza Grimsby Square Shopping Centre Peterborough Kitchener Ajax Waterloo Kitchener Burlington Hamilton Toronto Toronto Toronto Windsor Windsor Ajax Grimsby Humbertown Shopping Centre Toronto Loblaws Plaza Festival Marketplace Bowmanville Mall McLaughlin Corners (3) Orleans Gardens (3) Eagleson Cope Drive Strandherd Crossing Maple Grove Village Thickson Place Brooklin Towne Centre (3) York Mills Gardens Byron Village Norfolk Mall Olde Oakville Market Place Credit Valley Town Plaza Wellington Corners 801 & 861 York Mills Ottawa Stratford Bowmanville Brampton Ottawa Ottawa Ottawa Oakville Whitby Whitby Toronto London Tillsonburg Oakville Mississauga London Toronto Steeple Hill Shopping Centre Eagleson Place Pickering Ottawa 2005 2003 2003 1995 2001 1994 1996 2005 1999 1994 1997 2004 1995 1996 2005 2004 1994 2001 2002 2005 2006 2005 1997 2005 2002 2005 2003 2004 2003 1997 2003 2004 2002 2004 2006 2003 1999 2006 2000 2003 388,000 100.0% 385,000 97.7% 345,000 328,000 302,000 98.3% 90.6% 100.0% 277,000 89.0% 253,000 233,000 100.0% 85.5% 220,000 210,000 193,000 181,000 171,000 168,000 161,000 158,000 151,000 150,000 147,000 146,000 95.6% 98.3% 95.5% 98.9% 97.1% 100.0% 95.8% 99.3% 100.0% 96.8% 100.0% 99.1% 144,000 93.6% 128,000 126,000 122,000 120,000 110,000 103,000 103,000 100,000 93,000 90,000 90,000 89,000 88,000 84,000 84,000 82,000 80,000 79,000 76,000 100.0% 100.0% 92.5% 100.0% 89.1% 100.0% 100.0% 97.4% 100.0% 100.0% 100.0% 97.5% 99.6% 97.4% 100.0% 100.0% 92.2% 76.1% 90.5% Loblaws, Zellers, Canadian Tire, Toys ’R’ Us, LCBO, Scotiabank, CIBC, Bally Total Fitness, Dollarama Food Basics (A&P), Zehrs (1) (Loblaws), Zellers, Chapters, Office Depot, Future Shop, Mark’s Work Wearhouse, LCBO, CIBC, Scotiabank, Sport Chek Loblaws, Home Depot, Pharma Plus, Rogers, Reitmans, LCBO, Bank of Montreal, The Beer Store Dominion (A&P), Canadian Tire, Shoppers Drug Mart, LCBO, TD Canada Trust, CIBC, Bank of Montreal Loblaws, Zellers, Pharma Plus, Scotiabank, CIBC Zehrs (Loblaws), Wal-Mart, Cineplex, LCBO, CIBC, Reitmans Fortino’s (Loblaws), Wal-Mart, Chapters, National Bank, Scotiabank, Kelsey’s Zellers, Canadian Tire, Business Depot (Staples), Shoppers Drug Mart, LCBO, CIBC, TD Canada Trust Price Chopper (Sobeys), Zellers, Winners, Reitmans, Sport Mart Food Basics (A&P), Winners/HomeSense, Sport Chek, Pier 1 Imports, Dollarama, GoodLife Fitness Food Basics (A&P), Shoppers Drug Mart, Scotiabank, Blockbuster Sobeys, Zellers, Rogers Video Zehrs (Loblaws), Zellers, Pharma Plus, LCBO, TD Canada Trust Fortino’s (Loblaws), Pharma Plus, LCBO, Bank of Montreal Zellers, Mark’s Work Wearhouse, Pennington’s (Reitmans), Aaron’s Electronics, Hamilton Produce Food Basics (A&P), Zellers Price Chopper (Sobeys), Shoppers Drug Mart, CIBC, Bank of Montreal Dominion, TD Canada Trust, Blockbuster, Toronto Economic Development Corp., Starbucks, Royal Bank, First Capital Realty Inc., Kasian Architech Zellers, LCBO, CIBC, Scotiabank, Royal Bank A&P, Canadian Tire, Shoppers Drug Mart, Bank of Montreal Sobeys, Shoppers Drug Mart, CIBC, Scotiabank, TD Canada Trust Sobeys, Canadian Tire, Shoppers Drug Mart, Royal Bank, Mark’s Work Wearhouse, The Beer Store Loblaws, Bank of Nova Scotia, Blockbuster, LCBO, Shoppers Drug Mart, Royal Bank, The Second Cup Loblaws, Fabricland, Royal Bank, Shoppers Drug Mart Sears (1), Canadian Tire (1) A&P, Shoppers Drug Mart, Dollarama, GoodLife Fitness A&P, Shoppers Drug Mart, Royal Bank, Rogers Video, Pizza Hut Your Independent Grocer (Loblaws), CIBC, Scotiabank, Rogers Video, Pharma Plus Real Canadian Superstore (Loblaws) Loeb (Metro), Shoppers Drug Mart, Royal Bank, TD Canada Trust, Rogers Video, Starbucks Sobeys, Pharma Plus, CIBC, Rogers Video A&P, Toys ’R’ Us (1), CIBC, TD Canada Trust Price Chopper (Sobeys), Shoppers Drug Mart, Scotiabank Longo’s Supermarket, Shoppers Drug Mart, TD Canada Trust, Rogers Video A&P, Pharma Plus, LCBO, TD Canada Trust, Rogers Video Zehrs (Loblaws) (1), Wal-Mart, Dollarama Whole Foods, Shoppers Drug Mart, HSBC, Starbucks Loblaws, Pharma Plus, CIBC, TD Canada Trust, Rogers Video Price Chopper (Sobeys), Shoppers Drug Mart, Montana’s Kelsey’s, Swiss Chalet, Wendy’s, Shoeless Joe’s, Starbucks, Pizza Hut, Century 21, Uptown Spa Price Chopper (Sobeys), Shoppers Drug Mart, Blockbuster Loblaws, Rogers Video, The Beer Store, TD Canada Trust 56 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Property Location Year Built or Acquired Total Square Footage Percent Occupied Anchors and Major Tenants ONTARIO (cont’d) Midland Lawrence Plaza Dufferin Corners Sunningdale Village Delta Centre Towerhill Centre Stoneybrook Plaza Merchandise Building Hyde Park Plaza Northfield Centre Yonge-Davis Centre Burlingwood Shopping Centre Bayview Lane Plaza 3434 Lawrence Clairfields Common Adelaide Shoppers Shoppers Waterloo 1842-1852 Queen Street West Sub-total – Ontario QUEBEC Les Galeries de Lanaudière (3) Centre Domaine Centre commercial Côte St. Luc Plaza Delson Galeries Normandie Carrefour St-Hubert La Porte de Gatineau Place Viau Hooper Building Carrefour Soumande Carrefour Charlemagne Plaza Don Quichotte Toronto Toronto London Cambridge Peterborough London Toronto London Waterloo Newmarket Burlington Markham Toronto Guelph London Waterloo Toronto Lachenaie Montréal Montréal Delson Montréal Longueuil Gatineau Montréal Sherbrooke Québec City Charlemagne Île Perrot La Porte de Châteauguay Centre commercial Wilderton Châteauguay Montréal Centre commercial Beaconsfield Montréal Promenades Lévis Lévis Centre Maxi Trois Rivières Trois Rivières Les Galeries de Repentigny Repentigny Place Pointe-aux-Trembles Montréal Kirkland Centre Kirkland / St. Charles Centre commercial Maisonneuve (2) Montréal Montréal Place Fleury Montréal Le Campanîle Les Promenades du Parc Longueuil Place Panama Place Pierre Boucher Centre commercial Van Horne Carrefour du Versant Place des Cormiers Brossard Longueuil Montréal Gatineau Sept-Îles 2002 2003 2006 1998 2001 2006 2004 2006 1999 2003 2005 2003 2003 2006 2005 2004 2006 2002 2002 2002 2002 2002 2002 1994 2002 2005 2004 2006 2004 1995 2002 2002 2004 2003 1997 2002 2006 2003 2002 2003 1997 2006 2004 2002 2003 2004 76,000 75,000 73,000 71,000 69,000 55,000 53,000 52,000 52,000 51,000 46,000 46,000 37,000 34,000 19,000 15,000 14,000 8,258,000 97.4% 80.0% 95.3% 92.6% 96.1% 100.0% 69.8% 100.0% 100.0% 100.0% 100.0% 91.8% 100.0% 100.0% 100.0% 100.0% 87.7% Price Chopper (Sobeys), Part Source (Canadian Tire), Tormedco Shoppers Drug Mart, TD Canada Trust No Frills (Loblaws), Shoppers, Starbucks, Wells Fargo Price Chopper (Sobeys), Dollarama, Shoppers Home Health Care Sobeys, Government of Canada Sobeys, Pharma Plus, TD Canada Trust Dominion (A&P) Remark Farm, Shoppers Drug Mart, Bank of Montreal, Starbucks Sobeys, Pharma Plus, Royal Bank, Rogers Video Sleep Country No Frills (Loblaws), Pharma Plus Food Basics (A&P), Bank of Montreal Business Depot (Staples), Mark’s Work Wearhouse Shoppers Drug Mart, TD Canada Trust, Bank of Nova Scotia Shoppers Drug Mart, Wendy’s Shoppers Drug Mart Starbucks 269,000 100.0% 195,000 181,000 177,000 174,000 157,000 155,000 152,000 141,000 140,000 139,000 133,000 132,000 130,000 128,000 127,000 122,000 121,000 119,000 114,000 114,000 108,000 106,000 97.2% 96.4% 94.9% 100.0% 62.8% 100.0% 100.0% 81.1% 88.6% 100.0% 97.9% 99.0% 95.3% 88.6% 95.7% 93.1% 100.0% 94.6% 98.4% 96.9% 100.0% 95.6% 105,000 94.3% 94,000 80,000 80,000 79,000 75,000 96.1% 86.5% 100.0% 100.0% 100.0% Staples, Winners, Future Shop, Sears Home, Home Depot (1), Pier 1 Imports, Dollar Max, Old Navy, Reitmans, Kelsey’s, TD Canada Trust Metro (3), Zellers, Rossy, CIBC, Dollarama, Uniprix IGA (Sobeys), Jean Coutu, SAQ, Royal Bank, Blockbuster, Dollarama Loblaws, Jean Coutu, Cinéplex, SAQ, National Bank, Rogers Video, Hart IGA (Sobeys), Pharmaprix, Bank of Montreal, Rossy, Royal Bank, SAQ, Baron Sports, Dollarama Maxi (Loblaws), Jean Coutu, CIBC, SAQ, Dollarama Maxi (Loblaws), Toys ’R’ Us (1), Future Shop, CIBC, TD Canada Trust, SAQ Zellers IGA Extra (Sobeys), Familiprix Toys ’R’ Us, Fruiterie 440 Rona IGA (Sobeys), SAQ, Caisse Populaire Desjardins, Aubainerie, Laurentian Bank Zellers, Blockbuster Metro, Pharmaprix (Shoppers Drug Mart), SAQ, Royal Bank, Laurentian Bank, Femme Fitness, Dollarama Metro, Pharmaprix (Shoppers Drug Mart), SAQ, Royal Bank, Dollarama Metro, Bank of Montreal, Pharmacie Jean Coutu Maxi (Loblaws), Value Village, Jean Coutu, Bank of Montreal, Blockbuster Super C (Metro), Pharmaprix (Shoppers Drug Mart) Metro, Rossy, Jean Coutu Uniprix, Bank of Montreal, Dollarama, CIBC Provigo (Loblaws), Canadian Tire, TD Canada Trust, SAQ, Brunet Metro, Pharmaprix (Shoppers Drug Mart), SAQ, Reitmans Pharmaprix (Shoppers Drug Mart), Bank of Montreal, IGA (Sobeys), Jean Coutu IGA (Sobeys), Pharmaprix (Shoppers Drug Mart), Laurentian Bank, Blockbuster, National Bank Loblaws (1) Maxi (Loblaws), Pharmaprix (Shoppers Drug Mart), SAQ IGA (Sobeys), Pharmaprix (Shoppers Drug Mart), Royal Bank, Scotiabank IGA (Sobeys), Dollarama, Familiprix, TD Canada Trust, SAQ Provigo (Loblaws), Bureau en Gros (Staples), SAQ 57 Shopping Centre Portfolio – continued Property QUEBEC (cont’d) Place Vilamont Carrefour Don Quichotte Plaza Laval Élysée Place Lorraine Place Michelet Galeries Brien Plaza Actuel Place Cité Des Jeunes Galeries des Chesnaye Place Nelligan (4) Place Seigneuriale Place de la Colline Toys ’R’ Us / Pier 1 Imports Carrefour des Forges Place Kirkland Place Provencher Carrefour St-David Place Roland Therrien IGA Tremblant Village des Valeurs Place Bordeaux (5) Verdun Shoppers Queen Mary Sub-total – Quebec ALBERTA Northgate Centre South Park Centre Royal Oak (6) Red Deer Village Towerlane Mall TransCanada Centre 9630 Macleod Trail Sherwood Towne Centre Village Market McKenzie Towne Centre Gateway Village Richmond Square West Lethbridge Towne Centre Tuscany Market Old Strathcona Sherwood Centre London Place West Lakeview Plaza Fairmount Shopping Centre Uplands Common Kingsland Shopping Centre Cochrane City Centre Eastview Shopping Centre Sub-total – Alberta Location Laval Île Perrot Laval Lorraine Montréal Repentigny Montréal Gatineau Lachenaie Gatineau Québec City Chicoutimi Montréal Drummondville Kirkland Montréal Beauport Longueuil Mont-Tremblant Laval Gatineau Montréal Montréal Edmonton Edmonton Calgary Red Deer Airdrie Calgary Calgary Sherwood Park Sherwood Park Calgary St. Albert Calgary Lethbridge Calgary Edmonton Sherwood Park Calgary Calgary Calgary North Lethbridge Calgary Cochrane Red Deer Year Built or Acquired Total Square Footage Percent Occupied Anchors and Major Tenants 2002 2004 2004 2006 2005 2002 2006 2001 2005 2002 2004 2004 2002 2005 2006 2004 2006 2000 2004 2002 2002 2005 2006 1997 1996 2003 1999 2005 2006 2006 1997 1997 2003 1994 2006 1998 2003 2003 1997 1998 2005 2006 2005 2005 2006 2004 72,000 72,000 63,000 60,000 59,000 59,000 58,000 58,000 57,000 57,000 54,000 52,000 52,000 50,000 47,000 46,000 42,000 42,000 38,000 27,000 24,000 19,000 6,000 4,961,000 100.0% 91.0% 100.0% 93.3% 100.0% 100.0% 100.0% 100.0% 96.1% 100.0% 92.5% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 87.4% 100.0% Provigo (Loblaws), Jean Coutu, Laurentian Bank Metro, Familiprix, CIBC Provigo (Loblaws), Pharmaprix (Shoppers Drug Mart), Laurentian Bank Provigo (Loblaws), National Bank, SAQ IGA Extra (Sobeys), TD Canada Trust IGA (Sobeys), Uniprix Pontiac Buick, Pizza Hut, Rotisserie St-Hubert Metro, Uniprix IGA (Sobeys), Uniprix, SAQ IGA (Sobeys), Citifinancial Metro, Royal Bank, Nautilus Plus Maxi (Loblaws), Uniprix Toys ’R’ Us, Pier 1 Imports IGA (Sobeys) IGA (Sobeys), CIBC, Videotron Bureau en Gros (Staples), Uniprix Metro Plus Super C (Metro) (1), Scotiabank, Blockbuster IGA (Sobeys) Value Village Pharmaprix (Shoppers Drug Mart), Marché Frais Pharmaprix (Shoppers Drug Mart) Couche Tard 511,000 378,000 84.8% 97.1% 336,000 100.0% 216,000 97.0% 208,000 187,000 127,000 120,000 115,000 114,000 105,000 102,000 91,000 85,000 78,000 76,000 71,000 64,000 58,000 53,000 45,000 35,000 34,000 3,209,000 87.0% 97.5% 100.0% 100.0% 97.9% 100.0% 93.5% 100.0% 97.5% 100.0% 98.2% 93.0% 100.0% 99.2% 68.4% 98.0% 97.1% 94.4.% 100.0% Safeway, Zellers, Future Shop, Royal Bank, Sport Mart Canadian Tire, Zellers, Toys ’R’ Us (1), Office Depot (Safeway), Linens ’N Things, Laura’s Shoppes, Sport Check Sobeys, Wal-Mart, London Drugs, Royal Bank, Blockbuster, Royal Oak Clinic, Reitmans, Petcetera, Home Outfitters Sobeys, Shoppers Drug Mart, Canadian Tire, Mark’s Work Wearhouse, Sportmart, TD Canada Trust, Rogers Video, Reitmans Safeway, Saan Store, Super Drug Mart, TD Canada Trust, Blockbuster Safeway, Super Drug Mart Rona Home Depot (1), Mark’s Work Wearhouse, Staples, HomeSense, Royal Bank, Michael’s Safeway, London Drugs, Scotiabank Sobeys, Super Drug Mart, Blockbuster Safeway, CIBC, Royal Bank, Scotiabank Canadian Tire (1), Home Outfitters, GoodLife Fitness Safeway, Home Hardware, Blockbuster Sobeys, Super Drug Mart, Scotiabank Canada Post, Edward D. Jones Save-On-Foods (1), CIBC, Rogers Video London Drugs, Bank of Montreal, Rogers Video IGA, Super Drug Mart, Scotiabank Royal Bank Sobeys Shoppers Drug Mart, Starbucks Shoppers Drug Mart, Blockbuster Video, Starbucks IGA, Bank of Montreal, 7-Eleven 58 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Property Location Year Built or Acquired Total Square Footage Percent Occupied Anchors and Major Tenants BRITISH COLUMBIA West Oaks Mall (3) Scott 72 Centre Port Place Shopping Centre Langley Mall Langley Crossing Shopping Centre Harbour Front Centre Pemberton Plaza Terra Nova Shopping Centre Woodgrove Crossing Coronation Mall Broadmoor Shopping Centre Woolridge Linens ’N Things Time Marketplace Staples Lougheed Terminal Park The Olive Sub-total – British Columbia OTHERS Regent Park Shopping Centre Registan Shopping Centre Ropewalk Lane Cole Harbour Shopping Centre Other Sub-total – Others TOTAL Abbotsford Delta Nanaimo Langley Langley Vancouver Vancouver Richmond Nanaimo Duncan Richmond Coquitlam Vancouver Burnaby Nanaimo Vancouver Regina, SK Regina, SK St. John’s, NF Dartmouth, NS (1) (2) (3) (4) (5) (6) Tenant (or other) owned. Interest is leasehold. 50% interest owned by First Capital Realty Inc. 75% interest owned by First Capital Realty Inc. 80% interest owned by First Capital Realty Inc. 60% interest owned by First Capital Realty Inc. 2004 2004 2006 2005 2005 2005 2005 2005 2006 2005 2005 2006 2004 2006 2006 2006 1999 1999 1997 1997 274,000 99.3% 165,000 147,000 132,000 129,000 127,000 86,000 73,000 61,000 57,000 43,000 38,000 37,000 32,000 28,000 21,000 1,450,000 66,000 26,000 40,000 50,000 106,000 288,000 18,166,000 91.8% 85.8% 97.0% 97.8% 100.0% 100.0% 98.6% 100.0% 100.0% 84.0% 100.0% 100.0% 92.0% 100.0% 100.0% 85.2% 100.0% 73.8% 100.0% 88.8% 95.7% Save-On-Foods, Linens ’N Things, London Drugs, Future Shop, Michael’s, Reitmans, CIBC, Pier 1 Imports, Sport Mart London Drugs, Staples, TD Canada Trust, Van City Savings, Starbucks London Drugs, Liquor Distribution Branch, Thrifty Foods IGA Marketplace (H.Y. Louie Group), Army & Navy, TD Canada Trust Rona, BDO Financial Services, Citifinancial Canadian Tire, Michael’s, Van City Savings, Kelsey’s Save-On-Foods, Van City Savings, Starbucks Save-On-Foods, Royal Bank, Coast Capital Savings, Pizza Hut, Starbucks Michael’s, Sleep Country, Petcetera Save-On-Foods, TD Canada Trust, Blockbuster, BC Liquor Store Royal Bank, Coast Capital Savings Linens ’N Things IGA Marketplace (H.Y. Louie Group), Shoppers Drug Mart Staples Business Depot Bank of Montreal, Liquor Distribution Branch, Save-On-Foods (1) Capers Safeway, Scotiabank Safeway, Scotiabank Sobeys (1), Canadian Tire (1), Shoppers Drug Mart, TD Canada Trust 59 Management’s Responsibility and Auditors’ Report M A N A G E M E N T ’ S R E S P O N S I B I L I T Y The accompanying consolidated financial statements are the responsibility of Management and have been prepared in accordance with Canadian generally accepted accounting principles. The preparation of financial statements necessarily involves the use of estimates based on Management’s judgment, particularly when transactions affecting the current accounting period cannot be finalized with certainty until future periods. The consolidated financial statements have been properly prepared within reasonable limits of materiality and in light of information available up to March 14, 2007. Management is also responsible for the maintenance of financial and operating systems, which includes effective controls to provide reasonable assurance that the Company’s assets are safeguarded and that reliable financial information is produced. The Board of Directors is responsible for ensuring that Management fulfills its responsibilities through its Audit Committee whose members are not involved in day-to-day operations of the Company. Each quarter the Audit Committee meets with management and, as necessary, with the independent auditors, Deloitte & Touche LLP, to satisfy itself that Management’s responsibilities are properly discharged and to review and report to the Board on the consolidated financial statements. As at December 31, 2006, our Chief Executive Officer and Chief Financial Officer evaluated, or caused the evaluation under their direct supervision, the disclosure controls and procedures and the internal controls over financial reporting (as defined in Multilateral Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings) and, based on that assessment, determined that the disclosure controls and procedures were designed and operating effectively and the internal controls over financial reporting were designed effectively. In accordance with generally accepted auditing standards, the independent auditors conduct an examination each year in order to express a professional opinion on the consolidated financial statements. Dori J. Segal President and Chief Executive Officer Karen H. Weaver, CPA Chief Financial Officer A U D I T O R S ’ R E P O R T To the Shareholders of First Capital Realty Inc. We have audited the consolidated balance sheets of First Capital Realty Inc. as at December 31, 2006 and 2005 and the consolidated statements of earnings, shareholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. Toronto, Ontario March 5, 2007 (except as to Note 27(f) which is as of March 14, 2007) Chartered Accountants 60 2006 ANNUAL REPORT Consolidated Balance Sheets December 31 (thousands of dollars) ASSETS Real Estate Investments Shopping centres (note 3) Land and shopping centres under development (note 4) Deferred costs (note 5) Intangible assets (note 6) Investment in Equity One, Inc. (note 7) Loans, mortgages and other real estate assets (note 8) Other assets (note 9) Amounts receivable (note 10) Cash and cash equivalents Future income tax assets (note 19) LIABILITIES Mortgages and credit facilities (note 11) Accounts payable and other liabilities (note 12) Intangible liabilities (note 6) Senior unsecured debentures (note 13) Convertible debentures (note 14) Future income tax liabilities (note 19) SHAREHOLDERS’ EQUITY See accompanying notes to the consolidated financial statements Approved by the Board of Directors: FIRST CAPITAL REALTY INC. 2006 2005 $ 2,423,801 $ 1,939,775 178,347 74,778 31,868 2,708,794 228,665 24,056 2,961,515 47,129 28,070 6,810 17,355 136,475 52,938 24,340 2,153,528 211,830 26,912 2,392,270 37,592 17,026 5,335 17,065 $ 3,060,879 $ 2,469,288 $ 1,388,650 $ 1,297,040 106,145 18,453 399,813 192,189 44,036 2,149,286 911,593 89,959 12,157 100,000 96,990 30,598 1,626,744 842,544 $ 3,060,879 $ 2,469,288 Chaim Katzman Director Dori J. Segal Director 61 Consolidated Statements of Earnings Years ended December 31 (thousands of dollars, except per share amounts) 2006 2005 REVENUE Property rental revenue Interest and other income (note 16) EXPENSES Property operating costs Interest expense (note 17) Amortization (note 18) Corporate expenses Equity income from Equity One, Inc. (note 7) Gain on redemption of convertible debentures (note 14) Income before income taxes Income taxes (note 19): Current Future Net income Net earnings per common share (note 20) Basic Diluted See accompanying notes to the consolidated financial statements $ 325,980 $ 264,840 6,917 332,897 120,354 93,809 68,441 19,282 301,886 32,696 — 63,707 4,155 13,593 17,748 45,959 0.62 0.62 $ $ $ 3,802 268,642 99,791 80,332 50,321 14,372 244,816 17,475 1,018 42,319 4,067 9,056 13,123 29,196 0.72 0.50 $ $ $ 62 2006 ANNUAL REPORT Consolidated Statements of Shareholders’ Equity FIRST CAPITAL REALTY INC. Contributed Surplus Deficit Convertible Debentures Equity Component (note 14) (note 14) Options and Deferred Share Units Cumulative Currency Translation Adjustment (note 15) (note 15) Warrants (note 15) Share Capital (note 15) Total (in thousands of dollars) Shareholders’ equity, December 31, 2005 $ 1,022,701 $ (191,584) $ 19,513 $ 3,015 $ 472 $ 3,004 $ (14,577) $ 842,544 Changes during the year: Net income Dividends Dividends reinvested in common shares Issuance of common shares Payment of interest on — — 45,959 (90,942) 66,054 30,445 convertible debentures 4,295 Equity component on issue of convertible debentures Exercise of warrants Options vested Exercise of options Deferred share units granted Restricted share units Exercise of restricted share units Issue costs Change in currency translation adjustment Shareholders’ equity, — 4,165 — 2,211 — — — (945) — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — — 6,015 — — — — — — — — — — — — — — (236) — — — — — — — — — — — — — — 975 (73) 756 1,182 (1,219) — — — — — — — — — — — — — — — 45,959 (90,942) 66,054 30,445 4,295 6,015 3,929 975 2,138 756 1,182 (1,219) (945) 407 407 December 31, 2006 $ 1,128,926 $ (236,567) $ 19,513 $ 9,030 $ 236 $ 4,625 $ (14,170) $ 911,593 See accompanying notes to the consolidated financial statements 63 Consolidated Statements of Shareholders’ Equity – continued Contributed Surplus Deficit Convertible Debentures Equity Component (note 14) (note 14) Options and Deferred Share Units Cumulative Currency Translation Adjustment (note 15) (note 15) Warrants (note 15) Share Capital (note 15) Total (in thousands of dollars) Shareholders’ equity, December 31, 2004 $ 673,660 $ (133,163) $ 2,842 $ 16,517 $ 711 $ 1,273 $ (13,347) $ 548,493 Changes during the year: Net income Dividends — — 29,196 (87,617) Dividends reinvested in common shares 29,174 Issuance of common shares Redemptions of 51,975 convertible debentures 246,316 Conversion of convertible debentures 80 Payment of interest on convertible debentures 10,465 Equity component on issue of convertible debentures Exercise of warrants Options vested Exercise of options Deferred share units granted Restricted share units Exercise of deferred share units Issue costs Change in currency — 3,771 — 8,592 — — — (1,332) translation adjustment — Shareholders’ equity, — — — — — — — — — — — — — — — — — — — — — — 16,671 (16,517) — — — — — — — — — — — — — 3,015 — — — — — — — — — — — — — — — — (239) — — — — — — — — — — — — — — — — 294 (153) 693 952 (55) — — — — — — — — — — — — — — — — 29,196 (87,617) 29,174 51,975 246,470 80 10,465 3,015 3,532 294 8,439 693 952 (55) (1,332) — (1,230) (1,230) December 31, 2005 $ 1,022,701 $ (191,584) $ 19,513 $ 3,015 $ 472 $ 3,004 $ (14,577) $ 842,544 See accompanying notes to the consolidated financial statements 64 2006 ANNUAL REPORT Consolidated Statements of Cash Flows FIRST CAPITAL REALTY INC. Years ended December 31 (thousands of dollars) 2006 2005 CASH FLOW PROVIDED BY (USED IN): OPERATING ACTIVITIES Net income Items not affecting cash (note 22a) Deferred leasing costs Settlement of restricted share units Dividends received from Equity One, Inc. Net change in non-cash operating items (note 22b) Cash provided by operating activities INVESTING ACTIVITIES Acquisition of shopping centres (note 3) Acquisition of land for development (note 4) Proceeds from disposition of land for development Expenditures on shopping centres Expenditures on land and shopping centres under development Investment in common shares of Equity One, Inc. Decrease in loans and mortgage receivable Investment in marketable securities Proceeds from disposition of marketable securities Cash used in investing activities FINANCING ACTIVITIES Mortgage financings and credit facilities Borrowings, net of financing costs Principal instalment payments Repayments on maturity Issuance of common shares, net of issue costs Issuance of senior unsecured debentures, net of issue costs (note 13) Issuance of convertible debentures, net of issue costs (note 14) Payment of dividends Cash provided by financing activities Effect of currency rate movement on cash balances Increase in cash and cash equivalents Cash and cash equivalents, beginning of the year Cash and cash equivalents, end of the year (note 22c) $ See accompanying notes to the consolidated financial statements $ 45,959 42,644 (5,613) (1,914) 33,266 831 115,173 (361,329) (34,227) 1,236 (19,429) (83,449) (16,936) 3,560 (30,627) 33,635 $ 29,196 47,511 (7,621) — 18,221 7,352 94,659 (309,317) (52,161) — (27,050) (62,843) (15,882) 3,065 (30,509) 19,056 (507,566) (475,641) 280,904 (29,183) (267,675) 35,867 297,035 99,029 (22,466) 393,511 357 1,475 5,335 6,810 437,950 (23,577) (236,787) 61,842 98,912 95,365 (52,363) 381,342 92 452 4,883 5,335 $ 65 Notes to the Consolidated Financial Statements December 31, 2006 and 2005 1 . S I G N I F I C A N T A C C O U N T I N G P O L I C I E S First Capital Realty Inc. (the “Company”) is incorporated under the laws of Ontario to engage in the business of acquiring, developing, redeveloping, owning and operating neighbourhood and community shopping centres. The Company’s accounting policies and its standards of financial disclosure are in accordance with Canadian generally accepted accounting principles. The Company’s significant accounting policies are as follows: (a) Principles of Consolidation The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, trusts, and the Company’s proportionate share of assets, liabilities, revenues and expenses of partnership, co-ownership and limited liability corporate ventures, which are accounted for using the proportionate consolidation method. The Company’s investment in Equity One, Inc. is accounted for on the equity basis as the Company exercises significant influence over this investment. The Canadian Institute of Chartered Accountants’ Accounting Guideline 15, Consolidation of Variable Interest Entities (“VIEs”), was effective for the Company’s fiscal year commencing January 1, 2005 and was applied on a retroactive basis without restatement to prior periods. The standard considers a VIE to be an entity which does not have sufficient equity at risk to finance its activities without additional subordinated financial support or where the holders of the equity at risk lack the characteristics of a controlling financial interest. Once a VIE has been identified, the standard requires the primary beneficiary of the VIE to consolidate the entity in its financial statements. The primary beneficiary of a VIE, as defined by the standard, is generally the party that is exposed to a majority of the VIE’s expected losses or entitled to a majority of the VIE’s residual returns, or both. The Company determined that the VIE standard did not have material impact on the Company’s financial position or results of operations. (b) Shopping Centres Shopping centres are stated at cost less accumulated amortization. The purchase price of shopping centre properties is allocated to land, building, deferred leasing costs and intangibles including lease origination costs associated with in-place leases, the value of above- and below-market leases, and the value of tenant relationships, if any. Allocations of the purchase price are generally based on the following criteria: i. Land is recorded at its estimated fair value. ii. Buildings are recorded at depreciated replacement cost based on estimates of prevailing construction costs for buildings of a similar class and age. iii. Deferred leasing costs, including tenant improvements, are recorded at depreciated replacement cost based on estimates of prevailing construction costs, taking into account the condition of tenants’ premises. iv. Lease origination costs are determined based on estimates of the costs that would be required for the existing leases to be put in place under the same terms and conditions. These costs include leasing commissions, foregone rent and operating cost recoveries during an estimated lease-up period. v. Values ascribed to above- and below-market in-place leases are determined based on the present value of the difference between the rents payable under the terms of the in-place leases and estimated market rents. vi. Tenant relationship values are determined based on the net costs avoided if the tenants were to renew their leases at the end of the existing term, adjusted for the estimated probability that the tenants will renew. 66 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. For practical reasons, the purchase price allocation of property acquisitions which occur at or near period end are estimated based on the Company’s history and are subsequently evaluated and adjusted as necessary. (c) Land and Shopping Centres Under Development Land and shopping centres under development are stated at cost. Cost includes all expenditures incurred in connection with the acquisition, development, redevelopment and initial leasing of the properties. These expenditures include acquisition costs, construction costs, initial leasing costs, other direct costs, building improvement costs and carrying costs. Carrying costs (including property taxes and interest on both specific and general debt, net of operating results) are capitalized to the cost of the properties until the accounting completion date (which is defined as the earlier of the completion of tenant improvements or one year from the cessation of major construction activity). Upon completion, the properties are classified as shopping centres. (d) Deferred Costs Deferred costs include tenant inducements and leasing costs incurred through leasing activities and tenant improvements related to shopping centre acquisitions. (e) Intangible Assets and Liabilities Intangible assets and liabilities include lease origination costs associated with in-place leases, the value of the above- and below-market leases, and the value of customer relationships, allocated to existing tenants in acquired shopping centres. (f) Impairment of Long-Lived Assets Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that the net cumulative future cash flows of a long-lived asset is less than its carrying value, the long-lived asset is written down to its fair value. Cumulative future cash flows represent the undiscounted estimated future cash flow expected to be received from the long-lived asset. Assets reviewed for impairment under this policy include shopping centres, land and shopping centres under development, intangible assets, and furniture, fixtures and equipment. (g) Furniture, Fixtures and Equipment Furniture, fixtures and equipment are recorded at cost less accumulated amortization. (h) Marketable Securities Marketable securities are stated at cost and are written down to market value if it is determined that there is a permanent impairment in value. (i) Property Rental Revenue Property rental revenue includes rents earned from tenants under lease agreements, including percentage participation rents, property tax and operating cost recoveries, and incidental income, including lease cancellation payments. Property rental revenue also includes the amortization of above- and below-market leases allocated on asset acquisitions. Allowances given to tenants that are not used to construct improvements at the Company’s properties are deducted from rental revenue on a straight-line basis over the term of the tenant’s lease. The Company uses the straight-line method of recognizing rental revenue whereby the total amount of rental revenue to be received from leases is accounted for on a straight-line basis over the term of the lease. Accordingly, a deferred rent receivable is recorded from the tenants for the current difference between the straight-line rent recognized as rental revenue and the rent that is contractually due from the tenants. 67 Notes to the Consolidated Financial Statements – continued (j) Amortization Buildings and improvements are amortized on a straight-line basis, so as to fully amortize the properties over their estimated useful lives, which vary but do not exceed 40 years. Deferred costs, including leasing fees and tenant inducements incurred on securing leases, other than initial leases on shopping centres under development, are amortized over the term of such leases on a straight-line basis. Lease origination costs and above- and below-market leases associated with in-place leases are amortized over the remaining lives of the associated leases. The value of tenant relationships is amortized over the expected term of the relationship. In the event a tenant vacates its leased space prior to the contractual termination of the lease, and no rental payments are being made on the lease, any unamortized balance relating to that lease will be expensed immediately. Commitment fees and other costs incurred in connection with debt financing are amortized over the term of such financing on a straight-line basis. Furniture, fixtures and equipment are amortized on a straight-line basis over estimated useful lives ranging from three to ten years. (k) Cash and Cash Equivalents Cash and cash equivalents are comprised of cash and short-term deposits with original maturities of three months or less. (l) Foreign Currency The Company carries on business in the United States through operationally and financially self-sustaining entities. Assets and liabilities denominated in United States dollars are translated into Canadian dollars at year-end exchange rates. The resulting net gains or losses are accumulated as a separate component of shareholders’ equity described as Cumulative Currency Translation Adjustment. Revenues and expenses denominated in United States dollars are translated at the weighted average daily exchange rate for the periods being reported on. (m) Derivative Financial Instruments Derivative financial instruments are utilized by the Company in the management of its foreign currency and interest rate exposures. Realized and unrealized gains and losses on derivative financial instruments designated as hedges of financial risks are included in income in the same period as when the underlying asset, liability or anticipated transaction affects income. The Company documents its eligibility for hedge accounting and assesses the effectiveness of these relationships based on the degree of expected future offsetting cash flows. Derivative financial instruments that are not designated as hedges are carried at estimated fair values, and gains and losses arising from changes in fair values are recognized in income in the period the changes occur. The Company does not utilize derivative financial instruments for trading or speculative purposes. (n) Convertible Debentures The Company presents its convertible debentures in their liability and equity component parts where applicable, as follows: (i) The liability component represents the present value of interest and principal obligations to be satisfied by cash or common shares of the Company, where a variable number of common shares is required to settle the obligation, discounted at the rate of interest that would have been applicable to a debt-only instrument of comparable term and risk at the date of issue. As a result, 68 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. the interest payments are treated as a reduction of the liability component and interest expense, calculated on the discount rate is recorded as an increase in the liability component. (ii) The equity component of the convertible debentures is included in Shareholders’ Equity in the consolidated balance sheets. The equity component consists of the value ascribed to the conversion right granted to the holder, which remains a fixed amount over the term of the debentures. (o) Income Taxes Income taxes are accounted for using the liability method. Under this method, future income taxes are recognized for the expected future tax consequences of differences between the carrying amount of balance sheet items and their corresponding tax values. Future income taxes are computed using substantively enacted corporate income tax rates for the years in which the differences are expected to reverse. (p) Stock-Based Compensation Plans The Company has stock-based compensation plans as described in note 15(d) and (e). The Company recognizes compensation expense for stock-based compensation awards at the fair value as at the granting date over the vesting period. (q) Use of Estimates The preparation of the Company’s financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting year. Actual results could differ from such estimates. Significant estimates are required in the allocation of the purchase prices of shopping centre acquisitions, determining future cash flows when assessing assets for impairment, determining the useful lives of assets for amortization purposes, deter- mining the allocation of convertible debentures between debt and equity, future income taxes and determining fair values of financial instruments. 2 . C H A N G E S I N A C C O U N T I N G P O L I C I E S (a) Current Accounting Policy Changes EIC-159, Conditional Asset Retirement Obligations (“ARO”), was effective April 1, 2006 and required application on a retroactive basis with restatement of prior periods. The initial application of EIC-159 required recording of a liability for an existing ARO and an asset retirement cost capitalized as an increase to the carrying amount of the associated income property. The Company had no material AROs at April 1, 2006, therefore adoption of this standard did not have a material impact on the Company’s financial position. (b) Future Accounting Policy Changes The Canadian Institute of Chartered Accountants (“CICA”) issued three new accounting standards that are effective for the Company’s fiscal year commencing January 1, 2007. The standards are to be applied on a retroactive basis without restatement of prior periods and consist of Section 1530, Comprehensive Income; Section 3855, Financial Instruments – Recognition and Measurement; and Section 3865, Hedges. (i) Comprehensive income – CICA Section 1530 Comprehensive income consists of net earnings and other comprehensive income (“OCI”). OCI includes unrealized gains and losses on financial assets classified as available-for-sale, unrealized foreign currency translation amounts net of hedging arising from self-sustaining foreign operations, and changes in the fair value of the effective portion of hedging instruments. The 69 Notes to the Consolidated Financial Statements – continued Company’s consolidated financial statements will include a consolidated statement of other comprehensive income while the cumulative amount will be presented as a new category of shareholders’ equity. (ii) Financial instruments – recognition and measurement – CICA Section 3855 CICA Section 3855 establishes standards for recognizing and measuring financial assets, financial liabilities and non-financial derivatives. All financial instruments are required to be measured at fair value on initial recognition. Measurement in subsequent periods depends on whether the financial instrument has been classified as held-for-trading, available-for-sale, held-to-maturity, loans and receivables, or other liabilities. Financial assets and financial liabilities classified as held-for-trading are required to be measured at fair value with gains and losses recognized in net income. Available-for-sale financial assets are required to be measured at fair value with unrealized gains and losses recognized in OCI. Financial assets classified as held-to-maturity, loans and receivables and financial liabilities (other than those held-for-trading) are required to be measured at amortized cost. The classifications above do not apply to investments where the Company has significant influence that are accounted for using the equity method. Derivative instruments must be recorded on the balance sheet at fair value including those derivatives that are embedded in a financial instrument or other contract but are not closely related to the host financial instrument or contract. Changes in the fair values of derivative instruments are required to be recognized in net income, except for derivatives that are designated as a hedge. The fair value changes for the effective portion of such hedges is to be recognized in OCI. The standard specifically excludes CICA Section 3065, Leases, from the definition of financial instruments, except for derivatives that are embedded in a lease contract. The Company will apply the effective interest method of amortization for any transaction costs or fees, premiums or discounts earned or incurred for financial instruments measured at amortized cost. (iii)Hedges – CICA Section 3865 CICA Section 3865 specifies the criteria under which hedge accounting can be applied and how hedge accounting should be executed for each of the permitted hedging strategies: fair value hedges, cash flow hedges and hedges of a foreign currency exposure of a net investment in a self-sustaining foreign operation. In a fair value hedging relationship, the carrying value of the hedged item will be adjusted by gains or losses attributable to the hedged risk and recognized in net earnings. The changes in the fair value of the hedged item, to the extent that the hedging relationship is effective as defined by the standard (“effective”), will be offset by changes in the fair value of the hedging derivative. In a cash flow hedging relationship, the effective portion of the change in the fair value of the hedging derivative will be recognized in OCI. The ineffective portion as defined by the standard will be recognized in net earnings. The amounts recognized in OCI will be reclassified to net earnings in those periods in which net earnings is affected by the variability in the cash flows of the hedged item. In hedging a foreign currency exposure of a net investment in a self-sustaining foreign operation, the effective portion of foreign exchange gains and losses on the hedging instruments will be recognized in OCI and the ineffective portion will be recognized in net earnings. 70 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. Deferred gains or losses on the hedging instrument with respect to fair value hedging relationships that were discontinued prior to the transition date but qualify for hedge accounting under the new standards will be recognized in the carrying amount of the hedged item and amortized to net earnings over the remaining term of the hedged item for fair value hedges, and for cash flow hedges will be recognized in OCI and reclassified to net earnings in the same period during which the hedged item affects net earnings. However, for discontinued hedging relationships that do not qualify for hedge accounting under the new standards, the deferred gains and losses will be recognized in the opening balance of deficit on transition. (iv)Effect of adopting CICA Sections 1530, 3855 and 3865 The transition adjustment attributable to the above described standards will be recognized in the opening balance of deficit or accumulated other comprehensive income at January 1, 2007. The amount of the adjustment is currently being quantified by Management. 3 . S H O P P I N G C E N T R E S (thousands of dollars) Land Buildings and improvements Accumulated amortization 2006 2005 $ 613,367 $ 443,440 1,958,536 2,571,903 1,598,619 2,042,059 (148,102) (102,284) $ 2,423,801 $ 1,939,775 The Company acquired interests in 25 (2005 – 25) income-producing shopping centres, comprising 1.8 million (2005 – 2.4 million) square feet, as follows: (thousands of dollars) Allocation of purchase price: Shopping centres Shopping centres under development Deferred costs Intangible assets Intangible liabilities Total purchase price, including acquisition costs Less mortgages assumed on acquisition and vendor-take-back mortgages Difference between principal amount and fair value of assumed mortgages Net cash outlay for acquisitions The acquisitions were funded as follows: Proceeds from mortgages Cash and credit facilities Net cash outlay for acquisitions 2006 2005 $ 434,056 $ 400,474 9,074 18,619 13,661 (8,378) 467,032 (102,767) (2,936) 361,329 — 361,329 361,329 $ $ $ 6,410 12,794 13,935 (10,339) 423,274 (109,324) (4,633) 309,317 56,144 253,173 309,317 $ $ $ 71 Notes to the Consolidated Financial Statements – continued 4 . L A N D A N D S H O P P I N G C E N T R E S U N D E R D E V E L O P M E N T The Company acquired land and shopping centres under development as follows: (thousands of dollars) Purchase price of land and shopping centres acquired for development or redevelopment Less mortgages assumed on acquisition and vendor-take-back mortgages Net cash outlay for acquisitions, funded through cash and credit facilities 2006 37,177 (2,950) 34,227 $ $ 2005 61,114 (8,953) 52,161 $ $ In addition, during the year ended December 31, 2006, the Company completed developments with a book value of $84.5 million (2005 – $68.9 million) that were transferred to shopping centres. Interest expense and incremental direct internal costs capitalized to development properties during the year ended December 31, 2006 totalled $8.8 million (2005 – $5.8 million) and $2.7 million (2005 – $2.1 million), respectively. The costs to complete projects currently under development are estimated at $61.7 million. 5 . D E F E R R E D C O S T S (thousands of dollars) Deferred leasing costs and tenant improvements incurred through leasing activities Tenant improvement costs recorded on acquisition of shopping centres (thousands of dollars) Deferred leasing costs and tenant improvements incurred through leasing activities Tenant improvement costs recorded on acquisition of shopping centres Gross Book Value 55,512 42,245 97,757 Gross Book Value 43,141 24,364 67,505 $ $ $ $ 2006 Accumulated Amortization 14,844 8,135 22,979 2005 Accumulated Amortization 11,100 3,467 14,567 $ $ $ $ Net Book Value 40,668 34,110 74,778 Net Book Value 32,041 20,897 52,938 $ $ $ $ Incremental direct internal costs related to leasing activities totalling $3.7 million (2005 – $2.8 million) were capitalized during the year ended December 31, 2006. 72 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 6 . I N TA N G I B L E A S S E T S A N D L I A B I L I T I E S (thousands of dollars) Intangible Assets Lease origination costs Above-market in-place leases Tenant relationships Intangible Liabilities Below-market in-place leases (thousands of dollars) Intangible Assets Lease origination costs Above-market in-place leases Tenant relationships Intangible Liabilities Below-market in-place leases Gross Book Value 2006 Accumulated Amortization Net Book Value $ 33,456 $ 7,787 $ 25,669 2,391 5,499 41,346 22,001 $ $ 837 854 9,478 3,548 Gross Book Value 2005 Accumulated Amortization 22,815 $ 3,547 2,285 3,679 28,779 14,072 $ $ 496 396 4,439 1,915 $ $ $ $ $ 1,554 4,645 31,868 18,453 Net Book Value 19,268 1,789 3,283 24,340 12,157 $ $ $ $ $ Values ascribed to above- and below-market in-place leases are amortized to property rental revenue. 7 . I N V E S T M E N T I N E Q U I T Y O N E , I N C . (thousands of dollars) Investment in Equity One, Inc., beginning of year Equity income Less dividends received Purchase of Equity One, Inc., common shares (a) Cumulative currency effect Investment in Equity One, Inc., end of year (b) Weighted average ownership interest in Equity One 2006 2005 $ 211,830 $ 203,988 32,696 (33,265) 16,936 468 17,475 (18,221) 15,882 (7,294) $ 228,665 $ 211,830 18% 18% 73 Notes to the Consolidated Financial Statements – continued Equity One, Inc. (“Equity One”) (NYSE:EQY), is a self-administered and self-managed real estate investment trust in the United States. The Company and Equity One are each indirectly controlled subsidiaries of Gazit-Globe Ltd. (“Gazit”), an Israeli corporation trading on the Tel Aviv Stock Exchange. (a) In 2006, the Company’s U.S. subsidiaries acquired 562,700 common shares of Equity One at an average price of US$25.83 per share. In 2005, the Company’s U.S. subsidiaries acquired 595,992 common shares of Equity One at an average price of US$22.27 per share through Equity One’s dividend reinvestment program. (b) The closing price on the NYSE of Equity One’s common shares at December 31, 2006 was US$26.66 (2005 – US$23.12) per share. The book value per share of the Company’s investment in Equity One at December 31, 2006 is US$14.11 (2005 – US$13.65). At December 31, 2006, 72.7 million (2005 – 74.9 million) shares of Equity One were outstanding, of which 13.9 million (2005 – 13.3 million) shares were held by the Company. 8 . L O A N S , M O R T G A G E S A N D O T H E R R E A L E S TAT E A S S E T S (thousands of dollars) Loans and mortgages receivable from development partners (a) Real estate marketable securities (b) 2006 11,031 13,025 24,056 $ $ 2005 14,617 12,295 26,912 $ $ (a) The Company has funded its partners’ share of certain development activities. The loans bear interest at an average rate of 8.4% (2005 – 10%) and are repayable from the partners’ share of proceeds generated from refinancings or sales. The Company has taken assignments of the development partners’ equity interests in the development partnerships as security for the loans receivable. (b) The Company invests from time to time in the marketable securities of publicly traded real estate entities. 9 . O T H E R A S S E T S (thousands of dollars) Deferred financing, issue and interest rate hedge costs (net of accumulated amortization of $7,066 (2005 – $6,851)) Prepaid expenses and deposits related to property operations Deposits and costs on properties under option Other assets (net of accumulated amortization of $1,247 (2005 – $1,082)) 1 0 . A M O U N T S R E C E I VA B L E (thousands of dollars) Trade receivables Rent revenue recognized on a straight-line basis Corporate and other amounts receivable 2006 2005 $ 16,701 $ 13,721 19,838 6,176 4,414 16,311 5,292 2,268 $ 47,129 $ 37,592 $ 2006 11,786 14,998 1,286 $ 28,070 2005 7,756 8,888 382 17,026 $ $ 74 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 1 1 . M O R T G A G E S A N D C R E D I T FA C I L I T I E S (thousands of dollars) Fixed rate Floating rate (thousands of dollars) Fixed rate Floating rate Canada $ 1,190,438 35,493 $ 1,225,931 Canada $ 1,080,239 62,191 $ 1,142,430 2006 U.S. Total 52,443 $ 1,242,881 110,276 162,719 145,769 $ 1,388,650 2005 U.S. 63,965 90,645 Total $ 1,144,204 152,836 154,610 $ 1,297,040 $ $ $ $ Mortgages and credit facilities are secured by shopping centres and the investment in Equity One. At December 31, 2006, the Company had $137.8 million of undrawn credit facilities, which were secured by certain shopping centres, available for acquisitions, development, and general corporate purposes. Of the net book value of real estate assets of $2.7 billion as at December 31, 2006, approximately $2.1 billion has been pledged as security under mortgages and credit facilities. Canada Fixed rate financing bears interest at a weighted average fixed rate of 6.36% (2005 – 6.5%) and matures in years ranging from 2007 to 2025. Floating rate financing bears interest at floating rates determined by reference to Canadian prime lenders or bankers’ acceptance rates ranging from 5.4% to 6.0% and matures in 2007. Principal repayments of Canadian dollar mortgages and credit facilities outstanding as at December 31, 2006 are as follows: (thousands of dollars) Payments Balance Maturing Total Interest Rate Principal Instalment Weighted Average 2007 2008 2009 2010 2011 Thereafter $ 33,020 28,476 26,984 26,158 24,638 80,096 $ 141,590 $ 174,610 69,143 47,206 86,615 62,672 599,333 97,619 74,190 112,773 87,310 679,429 $ 219,372 $ 1,006,559 $ 1,225,931 6.14% 6.03% 6.12% 6.66% 7.17% 6.30% 6.34% In March 2007, the Company negotiated a new unsecured credit facility described in note 27(d). United States Fixed rate financing is comprised of LIBOR swap agreements on a notional US$45 million (2005 – US$55 million) at an average fixed rate of 4.37% (2005 – 4.4%) plus applicable spreads and matures by 2015. Floating rate financing of US$78.7 million (US$67.5 million) bears interest at the LIBOR plus 145 basis points and matures in 2010. Floating rate financing of $17.0 million 75 Notes to the Consolidated Financial Statements – continued (US$14.6 million) bears interest at the LIBOR plus 140 basis points and matures in 2011. The remainder of the floating rate debt bears interest at rates determined by reference to bankers’ acceptance rates or U.S. prime lenders ranging from 6.25% to 8.75% and matures in 2007. In 2005, floating rate financing of $73.9 million (US$63.5 million) bore interest at LIBOR plus 145 basis points and floating rate financing of $16.8 million (US$14.4 million) bore interest at U.S. prime. Principal repayments of U.S. dollar financing outstanding as at December 31, 2006 are due as follows: (thousands of dollars) Payments Balance Maturing Total Principal Instalment 2007 2008 2009 2010 2011 1 2 . A C C O U N T S PAYA B L E A N D O T H E R L I A B I L I T I E S (thousands of dollars) Trade payables and accruals Accrued interest Dividends payable Tenant deposits Differences between principal amounts and fair values of assumed mortgages Other liabilities $ 7,866 7,866 7,866 4,370 219 $ 14,567 $ 22,433 — — 106,635 13,330 7,866 7,866 111,005 13,549 $ 28,187 $ 134,532 $ 162,719 $ 2006 50,314 15,187 23,342 6,470 8,573 2,259 2005 $ 46,070 7,800 21,194 4,556 7,705 2,634 $ 106,145 $ 89,959 Differences between principal amounts and fair values of assumed mortgages are credited to interest expense over the term of the related mortgages. 1 3 . S E N I O R U N S E C U R E D D E B E N T U R E S (thousands of dollars) 2006 2005 Series Date of Issue Maturity Date June 21, 2012 March 30, 2011 Cash Proceeds $ 99,980 $ 99,830 June 21, 2005 March 30, 2006 August 1, 2006 A B C D September 18, 2006 April 1, 2013 $ 99,980 December 1, 2011 $ 99,980 Coupon Rate 5.080% 5.250% 5.490% 5.340% Implicit Rate 5.083% 5.290% 5.495% 5.344% $ 100,000 $ 100,000 99,851 99,981 99,981 — — — $ 399,813 $ 100,000 Each series was issued at a par value of $100 million, with interest payable semi-annually. 76 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 1 4 . C O N V E R T I B L E D E B E N T U R E S (thousands of dollars) 2006 2005 Interest Rate Date of Issue Maturity Date Coupon Implicit Principal Liability Equity Principal Liability Equity December 19, 2005 September 30, 2017 5.50% 5.86% $ 100,000 $ 97,176 $ 3,015 $ 100,000 $ 96,990 $ 3,015 November 30, 2006 September 30, 2017 5.50% 6.14% 100,000 95,013 6,015 — — — $ 200,000 $ 192,189 $ 9,030 $ 100,000 $ 96,990 $ 3,015 On December 19, 2005, the Company issued $100 million of 5.50% convertible unsecured subordinated debentures due September 30, 2017. On November 30, 2006, the Company issued $100 million for total proceeds of $101 million, via private placement, of 5.50% convertible unsecured subordinated debentures due September 30, 2017, with the same terms and conditions as those issued on December 19, 2005. Fifty million dollars of the principal amount of these debentures were issued to subsidiaries of the Company’s major shareholder, Gazit-Globe (“Gazit”) on the same terms as the other investors. The debentures issued in 2005 and 2006 require interest payable semi-annually on March 31 and September 30. Holders of the debentures have the right to convert them into common shares at a share price of $27.00 through to December 31, 2011, and $28.00 thereafter to maturity. The Company has the option of repaying the debentures on maturity through the issuance of common shares at 97% of a weighted average trading price of the Company’s common shares. The Company also has the option of paying the semi-annual interest through the issuance of common shares valued in the same fashion. On September 30, 2005, the Company redeemed an outstanding $100 million principal amount of the 7.0% convertible debentures with the issuance of 4,995,205 shares. Prior to the redemption date, holders of $0.045 million principal amount of the 7.0% convertible debentures converted their debentures in accordance with the terms and conditions of the trust indenture. The early redemption of the 7.0% convertible debentures resulted in a non-cash gain of $0.2 million and an increase in contributed surplus of $8.2 million. On March 31, 2005, the Company redeemed an outstanding $161.7 million principal amount of the 7.25% convertible debentures with the issuance of 8,411,386 shares. Prior to the redemption date, holders of $0.035 million principal amount of 7.25% convertible debentures converted their debentures in accordance with the terms and conditions of the trust indenture. The early redemption of the 7.25% convertible debentures resulted in a non-cash gain of $0.8 million and an increase in contributed surplus of $8.4 million. The fair value of the common shares issued to redeem the convertible debentures was based upon the quoted market value of the shares adjusted for price fluctuations, quantities traded, and issue costs. In 2006, 178,373 (2005 – 543,547) common shares were issued for $4.3 million (2005 – $10.5 million) to pay interest to holders of convertible debentures. As at December 31, 2006, subsidiaries of the Company’s major shareholder, Gazit-Globe (“Gazit”), owned $66.4 million principal amount of the outstanding convertible debentures. Of the convertible debentures redeemed on March 31, 2005 and September 30, 2005, Gazit owned, immediately prior to redemption, $88.0 million and $39.2 million, respectively. 77 Notes to the Consolidated Financial Statements – continued 1 5 . S H A R E H O L D E R S ’ E Q U I T Y (a) Share Capital The Company has an unlimited number of authorized preference shares and common shares. The preference shares may be issued from time to time in one or more series, each series comprising the number of shares, designations, rights, privileges, restrictions and conditions which the Board of Directors determines by resolution; preference shares are non-voting and rank in priority to the common shares with respect to dividends and distributions upon dissolution. No preference shares have been issued. The common shares carry one vote each and participate equally in the earnings of the Company and the net assets of the Company upon dissolution. Dividends are payable on the common shares as and when declared by the Board of Directors. The following table sets forth the particulars of the issued and outstanding shares of the Company: Issued and outstanding at December 31, 2004 Issuance of common shares (b) Redemption of 7.25% convertible debentures (note 14) Conversion of 7.25% convertible debentures (note 14) Redemption of 7.0% convertible debentures (note 14) Conversion of 7.0% convertible debentures (note 14) Payment of interest on convertible debentures (note 14) Exercise of warrants (c) Exercise of options (d) Dividends reinvested in common shares (f) Issue costs Issued and outstanding at December 31, 2005 Issuance of common shares (b) Payment of interest on convertible debentures (note 14) Exercise of warrants (c) Exercise of options (d) Private placement of shares (b) Dividends reinvested in common shares (f) Issue costs Number of Stated Capital Common Shares (thousands of dollars) 51,659,583 $ 673,660 2,700,000 8,411,386 1,434 4,995,205 1,981 543,547 299,311 601,645 1,431,742 — 51,975 149,891 35 96,425 45 10,465 3,771 8,592 29,174 (1,332) 70,645,834 $ 1,022,701 1,135,000 178,373 332,890 147,365 70,000 2,788,446 — 29,226 4,295 4,165 2,211 1,219 66,054 (945) Issued and outstanding at December 31, 2006 75,297,908 $ 1,128,926 (b) Issuance of Common Shares On April 11, 2006, the Company issued 1,000,000 common shares at a price of $25.75 per share for gross proceeds of $25.75 million. On May 5, 2006, the Company completed the sale of 135,000 common shares at a price of $25.75 per share for gross proceeds of $3.48 million, pursuant to an over-allotment option, granted to underwriters, in connection with the April 11, 2006 share offering. On December 14, 2006, the Company issued 70,000 shares to two members of the Company’s management at a price of $27.34 per share for gross proceeds of $1.9 million. On January 26, 2005, 2,700,000 common shares were issued at a price of $19.25 per share, for total gross proceeds of $52.0 million. 78 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. (c) Warrants During 2006, a total of 332,890 (2005 – 299,311) share purchase warrants were exercised at $11.80 per share resulting in proceeds to the Company of $4.0 million (2005 – $3.5 million). The equity component of the warrants exercised, $0.2 million (2005 – $0.2 million), was transferred to share capital. At December 31, 2006, there were 295,204 outstanding share purchase warrants (2005 – 628,094) exercisable at $11.80 per share during a three-month exercise period commencing on June 1 and ending on August 31 in each year to 2008, on and subject to certain terms and conditions, and may be exercisable in certain other limited circumstances. (d) Stock Options The Company is authorized to grant up to 3,625,000 (2005 – 3,625,000) common share options to the employees, officers and directors of the Company and third-party service providers. As of December 31, 2006, 834,572 (2005 – 1,405,800) common share options were available to be granted. Options granted by the Company generally expire ten years from the date of grant and vest over three to four years. The outstanding options have exercise prices ranging from $12.42 to $25.75. In 2006, $1.0 million (2005 – $0.3 million) had been recorded as an expense due to the vesting of options granted after January 1, 2003. Outstanding, beginning of year Granted Exercised Cancelled Outstanding, end of year Options vested, end of year Weighted average remaining life (years) 2006 2005 Common Share Weighted Average Common Share Weighted Average Options Exercise Price Options Exercise Price 1,145,105 620,682 (147,365) (49,454) 1,568,968 580,626 8.2 $ 17.46 $ 25.01 $ 14.50 $ 21.99 $ 20.58 $ 16.36 1,257,550 501,700 (601,645) (12,500) 1,145,105 468,505 8.4 $ $ $ $ $ $ 14.49 20.75 14.03 15.65 17.46 14.28 During the year ended December 31, 2006, the Company granted 620,682 options (2005 – 501,700 options) which had an approximate fair value of $1.5 million (2005 – $0.6 million) at the time of issue. The fair value associated with the options issued was calculated using the Binomial Model for option valuation, assuming an average volatility of 14% (2005 – 15%) on the underlying shares, a ten-year term to expiry, and the ten-year weighted average risk-free interest rate (typically, the ten-year Canada bond rate at the date of grant). Prior to 2006, the Black-Scholes Model was used. The effect of the change in the model used did not have a material effect on the recorded expense. (e) Share Unit Plans The Company’s share unit plans include a Directors Deferred Share Unit Plan, an Employee Restricted Share Unit Plan (“Employee RSU Plan”) and a Chief Executive Officer Restricted Share Unit Plan (“CEO RSU Plan”). A total of 500,000 common shares has been reserved for issuance under these plans. As at December 31, 2006, 64,240 units (2005 – 49,854 units) have been granted under the Directors Deferred Share Unit Plan, and $0.4 million (2005 – $0.3 million) has been recorded as an expense. During 2006, 76,000 units (2005 – 60,000 units) were granted under the RSU plans, the number of units issued as a result of dividends declared on the common shares of the Company was 11,813 (2005 – 11,223) and 70,000 units (2005 – nil) were settled. At December 31, 2006, 215,270 units (2005 – 197,458 units) were outstanding under RSU plans. The Company recorded an expense of $1.2 million in 2006 (2005 – $1.0 million) for the grants under the CEO RSU Plan and Employee RSU Plan. 79 Notes to the Consolidated Financial Statements – continued (f) Dividend Reinvestment Plan The Company adopted a Dividend Reinvestment Plan (“DRIP”) in May 2005. Shareholders who hold at least 500 common shares can elect to reinvest cash dividends into additional common shares at a 2% discount to the weighted average trading price of the common shares on the Toronto Stock Exchange for the five consecutive trading days preceding the dividend payment date. (g) Cumulative Currency Translation Adjustment The cumulative currency translation adjustment represents the cumulative unrecognized exchange adjustment on the net assets of the Company’s subsidiaries that operate in the United States. The change for the year reflects the impact of U.S. currency movements during the year on these net assets. The rate of exchange in effect on December 31, 2006 was US$1.00 = Cdn$1.17 (December 31, 2005 – US$1.00 = Cdn$1.16). The average rate of exchange for 2006 was US$1.00 = Cdn$1.13 (2005 – US$1.00 = Cdn$1.21). 1 6 . I N T E R E S T A N D O T H E R I N C O M E (thousands of dollars) Gains on sale of marketable securities Interest, dividend and distribution income from marketable securities and cash investments Gains on land and property sales Unrealized losses on certain interest rate swaps Interest income from development loans Income from non-recourse cash flow participation loans Other income 1 7 . I N T E R E S T (thousands of dollars) Mortgage and credit facility interest expense Senior unsecured debenture interest expense Convertible debenture interest expense Interest expense Convertible debenture interest paid in common shares Change in accrued interest Implicit interest rate in excess of coupon rate on convertible and senior unsecured debentures Interest paid in excess of implicit interest on assumed mortgages Interest capitalized to land and shopping centres under development $ $ 2006 4,221 1,335 137 (389) 683 538 392 2005 89 1,747 202 — 1,564 123 77 $ 6,917 $ 3,802 $ 2006 74,678 12,935 6,196 93,809 (4,295) (6,078) (242) 2,323 8,776 2005 $ 67,856 2,710 9,766 80,332 (10,465) (34) (1,438) 1,710 5,830 Cash interest paid $ 94,293 $ 75,935 80 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. $ 2006 46,441 12,118 5,693 64,252 3,178 1,011 2005 $ 36,854 8,467 2,495 47,816 2,096 409 $ 68,441 $ 50,321 1 8 . A M O R T I Z AT I O N (thousands of dollars) Shopping centres Deferred costs Intangible assets Amortization of real estate assets Deferred financing fees Other assets 1 9 . I N C O M E TA X E S The Company’s business activities are carried out directly and through operating subsidiaries, partnership ventures and trusts in Canada and the United States. The income tax effect on operations depends on the tax legislation in each country and the operating results of each subsidiary, partnership ventures, and the parent company. The following table summarizes the provision for income taxes: (thousands of dollars) 2006 2005 Provision for income taxes on income at the combined Canadian federal and provincial income tax rate of 33.4% (2005 – 35.3%) $ 21,304 $ 14,921 Increase (decrease) in the provision for income taxes due to the following items: U.S. operations Non-deductible interest expense Change in future income tax rate Recognition of future tax assets related to convertible debenture redemptions Large corporations tax Other Income taxes The Company’s future income tax assets are summarized as follows: (thousands of dollars) Losses available for carry-forward Other assets Canadian and U.S. minimum tax credits The Company’s future income tax liabilities are summarized as follows: (thousands of dollars) Investments Shopping centres Other (3,430) (1,782) 81 (573) — — 366 507 21 (2,657) 1,631 482 $ 17,748 $ 13,123 2006 $ 16,613 — 742 $ 17,355 $ 2006 13,880 24,369 5,787 $ 44,036 2005 16,119 153 793 17,065 2005 13,880 15,085 1,633 30,598 $ $ $ $ 81 Notes to the Consolidated Financial Statements – continued At December 31, 2006, the Company has tax-loss carry-forwards for Canadian income tax purposes of approximately $51.0 million (2005 – $42.0 million), which have been recognized as future income tax assets and are available to reduce future Canadian taxable income. These tax-loss carry-forwards expire at various dates between December 31, 2007 and December 31, 2026. 2 0 . P E R S H A R E C A L C U L AT I O N S The following tables set forth the computation of per share amounts: (thousands of dollars, except per share amounts) Net income Contributed surplus on settlement of convertible debentures Basic net income available to common shareholders Contributed surplus on settlement of convertible debentures Interest expense and issue cost amortization, net of tax Gain on redemption of convertible debentures Diluted net income Denominator Weighted average shares outstanding for basic per share amounts Convertible debentures Outstanding warrants Outstanding options Denominator for diluted net income available to common shareholders Basic earnings per share Diluted earnings per share 2006 $ 45,959 $ — 45,959 — — — 2005 29,196 16,671 45,867 (16,671) 6,175 (1,018) $ 45,959 $ 34,353 73,773,554 63,424,822 — 4,897,294 251,070 297,200 336,307 234,866 74,321,824 68,893,289 $ $ 0.62 0.62 $ $ 0.72 0.50 The following securities were not included in the diluted per share calculation as the effect would have been anti-dilutive: Convertible debentures – 5.5% Common share options Common share options Common share options Common share options Common share options Number of shares if converted or exercised Exercise Price 2006 2005 $ $ $ $ $ $ 27.00 25.75 25.50 25.00 24.75 20.80 7,407,406 3,703,703 114,212 22,000 133,620 335,930 — — — — — 486,700 82 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 2 1 . R I S K M A N A G E M E N T In the normal course of its business, the Company is exposed to a number of risks that can affect its operating performance. These risks, and the actions taken to manage them, are as follows: (a) Interest Rate Risk The Company attempts to structure its financings so as to stagger the maturities of its debt, thereby mitigating its exposure to interest rate fluctuations. A portion of the Company’s mortgages and credit facilities are floating rate instruments. From time to time, the Company may enter into interest rate swap contracts or other financial instruments to modify the interest rate profile of its outstanding debt without an exchange of the underlying principal amount. The fair value of the Company’s interest rate swaps and other contracts is a positive value of approximately $1.6 million due to changes in interest rates since the contracts were entered into. (b) Credit Risk Credit risk arises from the possibility that tenants and/or debtors may experience financial difficulty and be unable to fulfill their lease commitments or loans. The Company mitigates the risk of credit loss by investing in well-located properties in urban markets that attract quality tenants, ensuring that its tenant mix is diversified and by limiting its exposure to any one tenant. Thorough credit assessments are conducted in respect of all new leasing. (c) Currency Risk The Company maintains its accounts in Canadian dollars. However, a portion of its operations are located in the United States and therefore, the Company is subject to foreign currency fluctuations which may, from time to time, impact its financial position and results. The Company’s U.S. operations are financed in part by U.S. dollar-denominated credit facilities, which are serviced by the cash flow generated by the Company’s dividends from Equity One. The Company also finances a portion of its U.S. net investment through its Canadian company with U.S. dollar-denominated credit facilities. In the normal course of business, the Company may enter into forward foreign exchange contracts, which may represent designated hedges of a portion of the net investment in the United States self- sustaining operations. While the U.S. dollar financings and forward contracts reduce the Company’s exposure to fluctuations in foreign currency exchange rates, not all of its net U.S. dollar currency risk has been hedged. As a result, a strengthening of the Canadian dollar would result in a reduction in the carrying value of the Company’s net assets in the United States. Remaining outstanding forward exchange contracts expired in 2005 and no new contracts were entered into since. (d) Fair Values of Financial Instruments The fair values of the majority of the Company’s financial assets and liabilities, representing net working capital, approximate their recorded values at December 31, 2006 and 2005 due to their short-term nature. The fair value of the Company’s loans, mortgages receivable and marketable securities approximates carrying value. The fair value of the Company’s mortgage liabilities and credit facilities exceeds the recorded value by approximately $65 million due to changes in interest rates since the dates on which the individual mortgages were assumed (2005 – $60 million). The fair value of the senior unsecured debentures is approximately $402 million at December 31, 2006 (2005 – $99 million). Based on publicly traded listing prices, as at December 31, 2006, the market value of the principal amount of the convertible debentures was $210 million (2005 – $98 million). 83 Notes to the Consolidated Financial Statements – continued 2 2 . S U P P L E M E N TA L C A S H F L O W I N F O R M AT I O N (a) Items not affecting cash from operating activities (thousands of dollars) Amortization Amortization of above- and below-market leases Rent revenue recognized on a straight-line basis Gain on disposition of real estate Gain on sale of marketable securities Gain on redemption of convertible debentures Non-cash compensation expenses Interest paid in excess of implicit interest on assumed mortgages Debenture interest in excess of coupon Convertible debenture interest paid in common shares Equity income from Equity One, Inc. Future income taxes Unrealized losses on certain interest rate swaps (b) Net change in non-cash operating items The net change in non-cash operating assets and liabilities consists of the following: (thousands of dollars) Amounts receivable Prepaid expenses Furniture, fixtures and equipment Accounts payable and accrued liabilities Tenant security and other deposits Other working capital changes (c) Cash and cash equivalents (thousands of dollars) Cash Term deposits (d) Interest and income taxes (thousands of dollars) Cash income taxes paid Cash interest paid (note 17) 2006 2005 $ 68,441 $ 50,321 (1,643) (5,839) (137) (4,221) — 2,543 (2,323) 242 4,295 (32,696) 13,593 389 (1,130) (3,677) (202) (89) (1,018) 1,532 (1,710) 1,438 10,465 (17,475) 9,056 — $ 42,644 $ 47,511 2006 (4,936) (1,715) (3,289) 11,249 295 (773) 831 2006 6,315 495 6,810 2006 4,051 94,293 $ $ $ $ $ $ 2005 937 2,408 (1,202) 11,742 (6,416) (117) 7,352 2005 4,442 893 5,335 2005 4,495 75,935 $ $ $ $ $ $ 84 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. 2 3 . S E G M E N T E D I N F O R M AT I O N The Company and its subsidiaries operate in the shopping centre segment of the real estate industry in both Canada and the United States. The accounting policies applied in the preparation of the segmented information are the same as those described in Note 1 – Significant Accounting Policies. Income by geographic segment for the year ended December 31, 2006, is summarized as follows: (thousands of dollars) Property rental revenue Property operating costs Income before the undernoted items Equity income from Equity One, Inc. Interest and other income Interest expense Corporate expenses Income before amortization Amortization Income before income taxes Canada $ 325,980 $ 120,354 205,626 — 6,903 84,075 18,818 109,636 68,232 41,404 $ U.S. — — — 32,696 14 9,734 464 22,512 209 Total $ 325,980 120,354 205,626 32,696 6,917 93,809 19,282 132,148 68,441 $ 22,303 $ 63,707 Income by geographic segment for the year ended December 31, 2005, is summarized as follows: (thousands of dollars) Property rental revenue Property operating costs Income before the undernoted items Equity income from Equity One, Inc. Interest and other income Interest expense Corporate expenses Gain on redemption of convertible debentures Income before amortization Amortization Income before income taxes Canada $ 264,840 $ 99,791 165,049 — 3,794 72,775 13,604 1,018 83,482 50,178 33,304 $ $ U.S. — — — 17,475 8 7,557 768 — 9,158 143 9,015 Total $ 264,840 99,791 165,049 17,475 3,802 80,332 14,372 1,018 92,640 50,321 42,319 $ 85 Notes to the Consolidated Financial Statements – continued 2 4 . P R O P O R T I O N AT E C O N S O L I D AT I O N The Company is a participant in 15 (2005 – 17) partnership, co-ownership and limited liability corporate ventures that own land, shopping centres, and shopping centres under development. The Company’s participation in these entities ranges from 50% to 80%. The following amounts are included in the consolidated financial statements and represent the Company’s proportionate interest in the financial accounts of the joint ventures: (thousands of dollars) Assets Liabilities Revenues Expenses Net income Cash flow provided by (used in): Operating activities Investing activities Financing activities 2006 168,107 105,470 25,726 20,770 4,956 8,467 (8,454) (2,415) $ $ $ $ $ $ $ 2005 176,791 116,482 22,865 18,821 4,044 7,442 (54,013) 28,567 $ $ $ $ $ $ $ Cash held pursuant to terms of joint venture agreements amounts to $2.4 million (2005 – $3.5 million). The Company is contingently liable for certain of the obligations of the joint ventures and all of the net assets of the joint ventures are available for the purpose of satisfying such obligations and guarantees (see note 25 (c)). 2 5 . C O M M I T M E N T S A N D C O N T I N G E N C I E S (a) The Company is involved in litigation and claims which arise from time to time in the normal course of business. In the opinion of Management, none of these, individually or in aggregate, would result in a liability that would have a significant adverse effect on the financial position of the Company. (b) On October 16, 2006, First Capital Realty and First Capital (Royal Oak) Corporation (a wholly-owned nominee subsidiary of First Capital Realty) were named as defendants in a lawsuit commenced by Rencor Developments Inc. and Rencor Developments (Royal Oak) Inc. (collectively, “Rencor”). First Capital Realty and Rencor are joint venture partners in the Royal Oak Shopping Centre located in Calgary, Alberta, in which First Capital Realty owns a 60% undivided interest and Rencor owns the remaining 40% undivided interest. The Statement of Claim seeks damages for alleged breaches by First Capital Realty of certain agreements relating to the ownership and operation of the Royal Oak Shopping Centre. First Capital Realty believes the lawsuit to be frivolous and without merit and intends to vigorously defend against the allegations made in the Statement of Claim. Accordingly, as of December 31, 2006, First Capital Realty has not recorded any loss provision with respect to this claim in its financial statements. (c) The Company is contingently liable, jointly and severally, for approximately $48.2 million (2005 – $49.3 million) to various lenders in connection with loans advanced to its joint venture partners secured by the partners’ interest in the co-ownerships. (d) The Company is also contingently liable for letters of credit in the amount of $5.5 million (2005 – $7.3 million) issued in the ordinary course of business. (e) The Company has obligations as lessee under long-term leases for land. Annual commitments under these ground leases are approximately $0.8 million with a total obligation of $15.9 million. 86 2006 ANNUAL REPORT FIRST CAPITAL REALTY INC. (f) In two of the Company’s shopping centres, the grocery store anchor tenant has a right to purchase their premises on terms that are potentially favourable to the tenants. 2 6 . R E L AT E D PA R T Y T R A N S A C T I O N S A subsidiary of the Company’s majority shareholder, Gazit-Globe (“Gazit”), reimburses the Company for certain accounting and administrative services provided by the Company. The total amount reimbursed during 2006 was $175,000 (2005 – $120,000). At December 31, 2006, $442,000 due from Gazit was included in amounts receivable (2005 – nil) and collected subsequent to year end. In addition, subsidiary companies of Gazit subscribe to the Company’s convertible debentures as described in Note 14. 2 7 . S U B S E Q U E N T E V E N T S (a) Since January 1, 2007, First Capital Realty has invested $15.5 million in the acquisition of two development sites totalling 38.6 acres of commercial land. (b) On January 31, 2007, the Company issued $100 million of Series E senior unsecured debentures at a coupon rate of 5.36% for net proceeds of $99.3 million. These debentures mature January 31, 2014 with interest payable on January 31 and July 31 each year. (c) On February 27, 2007, the Company announced that it will pay the interest due on March 31, 2007 to holders of both classes of its 5.50% convertible unsecured subordinated debentures due September 30, 2017 by the issuance of common shares. The number of common shares to be issued per $1,000 principal amount of debentures will be calculated by dividing the dollar amount of interest payable by an amount equal to 97% of the volume-weighted average trading price of the common shares of First Capital Realty on the Toronto Stock Exchange calculated for the 20 consecutive trading days ending on March 23, 2007. The interest payment due is approximately $5.5 million. It is the current intention of the Company to continue to satisfy its obligations to pay principal and interest on its 5.50% debentures by the issuance of common shares. (d) On March 5, 2007, the Company completed a $250 million three-year unsecured revolving credit facility syndicated with six financial institutions. Two of the Company’s three existing secured credit facilities were cancelled effective the same date. As of March 5, 2007, properties with a gross book value of $195.4 million were released as security under the existing secured credit facilities. The remaining secured facility will expire on April 30, 2007 and will not be renewed. Properties with a gross book value of $29.5 million will be released as security on its expiry. (e) The Company announced that it will pay a first quarter dividend of $0.31 per common share on April 5, 2007 to shareholders of record on March 28, 2007. (f) On March 14, 2007, the Company acquired Westmount Shopping Centre located in northwest Edmonton, Alberta. The property is situated on 30.5 acres of land and on completion of redevelopment will consist of 511,000 square feet. The purchase price of $70 million, including closing costs, was satisfied in cash. 2 8 . C O M PA R AT I V E A M O U N T S Certain comparative amounts have been reclassified to reflect the presentation adopted in the current year. 87 Corporate Governance Sound corporate governance practices are an important part of First Capital Realty’s corporate culture. First Capital Realty has adopted certain practices and procedures to ensure that effective corporate governance practices are followed and that the Board functions independently of management. The following are highlights of the Company’s approach to governance: • The Board of Directors and management believe that sound and effective corporate governance is essential to the Company’s performance. • The Board of Directors supervises the conduct of the affairs of the Company. In carrying out its responsibilities, the Board appoints the senior executives of the Company and meets with them on a regular basis to receive and consider reports on the Company’s business. Along with those matters which must by law be approved by the Board, key strategic decisions are also submitted by management to the Board for approval. In addition to approving specific corporate actions, the Board reviews and approves the reports issued to shareholders, including annual and interim financial statements, as well as materials prepared for shareholders’ meetings. The Board also approves the Company’s overall business strategies and annual business plans for achieving its objectives. • The Board is currently comprised of eight directors, six of whom are independent. • The Board has established two committees comprised entirely of independent directors to assist it in fulfilling its responsibilities. Both of these committees operate under a written charter. The Audit Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to: the integrity of the Company’s financial statements; the Company’s compliance with legal and regulatory requirements related to financial reporting; the qualifications, independence and performance of the Company’s auditor; the design and implementation of internal controls and disclosure controls; and any additional matters delegated to the Audit Committee by the Board. All members of the Audit Committee are financially literate. The Compensation and Corporate Governance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to: the appointment, development, compensation and retention of senior management; the management of employee benefits plans; the Company’s overall approach to corporate governance including the size, composition and structure of the Board and its committees; orientation and continuing education for directors; related party transactions and other matters involving possible conflicts of interest; and any additional matters delegated to the Compensation and Corporate Governance Committee by the Board. The Compensation and Governance Committee also assesses on a periodic basis, the competencies, skills and effectiveness of the Board, Board Committees and individual Board members, as well as the operations of the Board and Board Committees. • The Board has also established an Executive Committee. The Executive Committee consists of the Chairman of the Board, the President of the Corporation and one independent director. The Chairman of the Board serves as Chairman of the Executive Committee. The Executive Committee operates under a written charter and has the authority to, on behalf of the Board, and subject to certain monetary limits, approve acquisitions and dispositions of properties; development budgets including the cost of land; acquisitions and dispositions of raw land; investments in and divestitures of marketable securities; and entering into derivatives for hedging purposes only. 88 2006 ANNUAL REPORT Board of Directors FIRST CAPITAL REALTY INC. CHAIM KATZMAN Chairman DORI J. SEGAL President and JON HAGAN, C.A. JOHN HARRIS Consultant – JN Hagan Consulting Private Real Estate Investor First Capital Realty Inc. Chief Executive Officer Toronto, Ontario Toronto, Ontario North Miami Beach, Florida First Capital Realty Inc. Chairman of the Board. Also serves Toronto, Ontario Principal, JN Hagan Consulting, A private real estate investor with Director of Bentall Capital and over 25 years experience in real as Chairman of Equity One, Inc. and President and Chief Executive Teranet, Inc. and Trustee of Sunrise estate investment and capital Chairman of Gazit-Globe, the Officer. Also President and Senior Living REIT. Mr. Hagan has markets. Mr. Harris served in senior Company’s largest shareholder. Director of Gazit-Globe, over 30 years experience with positions at real estate investment Director of Equity One, Inc. leading Canadian real estate banking firms including Merrill Lynch and Citycon Oyj. corporations including Cadillac Canada Inc., Midland Walwyn Inc. Fairview Corporation, Empire and Deutsche Bank. Company Limited and Cambridge Shopping Centres Limited. NATHAN HETZ, C.P.A. STEVEN K. RANSON, C.A. MOSHE RONEN GARY M. SAMUEL Chief Executive Officer and Director President and Barrister and Solicitor Partner, Crown Realty Partners Alony Hetz Properties and Chief Executive Officer Thornhill, Ontario Toronto, Ontario Investment Ltd. Ramat Gan, Israel Home Equity Income Trust Toronto, Ontario Legal practice focussed on business Partner in Crown Realty, a private and real estate law and public real estate investment and Chief Executive Officer and Director of President and Chief Executive policy. Mr. Ronen is a member of management company. Previously, Alony Hetz Properties, a real estate Officer, Home Equity Income the Board of Directors of several Chief Executive Officer of Royop investment company. Also serves as a Trust. Mr. Ranson has over institutions, including North York Properties Corporation and Chief Director of Equity One, Inc. Previously 20 years experience in financial General Hospital and the Jewish Executive Officer of Canadian Real a Director of United Mizrahi services and capital markets. National Fund. Estate Investment Trust. Bank Ltd. 89 Shareholder Information H E A D O F F I C E 85 Hanna Avenue, Suite 400, Toronto, Ontario M6K 3S3 T O R O N T O S T O C K E X C H A N G E L I S T I N G S Common Shares: FCR Tel: 416 504 4114 Fax: 416 941 1655 M O N T R E A L O F F I C E 2620 de Salaberry, Suite 201 Montreal, Quebec H3M 1L3 Tel: 514 332 0031 Fax: 514 332 5135 C A L G A RY O F F I C E Trans Canada Centre, Unit 158, 1440-52nd Street NE Calgary, Alberta T2A 4T8 Tel: 403 257 6888 Fax: 403 257 6899 VA N C O U V E R O F F I C E Terra Nova Village 3671 Westminster Hwy, Suite 240 Richmond, British Columbia V7C 5V2 Tel: 604 278 0056 Fax: 604 278 3364 A N N U A L S H A R E H O L D E R S ’ M E E T I N G May 24, 2007 The Design Exchange 234 Bay Street Toronto, Ontario at 1:00 p.m. 5.50% Convertible Cdn Debentures: 5.50% Convertible US Debentures: Warrants: FCR.DB.A FCR.DB.B FCR.WT T R A N S F E R A G E N T Computershare Trust Company of Canada 100 University Avenue, 11th Floor Toronto, Ontario M5J 2Y1 Tel: 416 981 9633 (Toll Free) 1.800.663.9097 L E G A L C O U N S E L Torys LLP Toronto, Ontario Davies Ward Phillips & Vineberg LLP Montreal, Quebec A U D I T O R S Deloitte & Touche LLP Toronto, Ontario O F F I C E R S Dori J. Segal President and CEO Sylvie Lachance Executive Vice President Karen H. Weaver Chief Financial Officer Brian Kozak Vice President, Western Canada Barbara A. Silverberg General Counsel and Corporate Secretary a d a n a C n i d e t n i r P www.firstcapitalrealty.ca 90 2006 ANNUAL REPORT www.firstcapitalrealty.ca Carrefour St. David Avenue St. David Ouest & rue Clemenceau, Québec City Tuscany Market Tuscany Boulevard & Tuscany Way NW, Calgary Olde Oakville Market Place Cornwall Road & Trafalgar Road, Oakville Shops at King Liberty King Street West & Atlantic Avenue, Toronto Terra Nova No.1 Road & Westminster Hwy., Richmond Place Fleury Papineau & rue Fleury, Montréal First Capital Realty Inc. Head Office 85 Hanna Avenue, Suite 400 Toronto, Ontario M6K 3S3 t. 416.504.4114 f. 416.941.1655