Professional Documents
Culture Documents
2011
Walton Edgemont Development Corporation Edmonton, Alberta
ANNUAL REPORT
For the period ended December 31, 2011
ANNUAL REPORT
2011
CONTENTS
Project Milestones
Having raised the required capital as planned, the Corporation acquired the intended land. We will now focus our efforts on meeting
specific development criteria throughout the life of this project. Management expects that the project will be completed within the
approximate time frame disclosed in the prospectus.
The following summarizes several milestones relating to the Corporation:
Q3 2011
Completed an initial public offering and private placement (collectively, the Offerings). The gross proceeds raised from the
Offerings were $30,000,000.
Q4 2011
Completed the acquisition of the Edgemont Properties.
Q4 2011
Obtained a $29.2 million construction loan to finance Phase 1 of the project.
Q4 2011
Commenced preliminary grading for Phase 1 of the project.
Edmonton
Market Environment
Edmontons GDP is forecasted to grow 3.4% in 2012 and unemployment is
projected to drop from 5.5% at the end of 2011 to 5.2% in 20121. Edmontons
economy is fuelled by a strong energy sector comprised of primary and secondary
industries that support the exploration, mining and processing of oil from the
Athabasca oilsands of the industrial north. There is renewed interest and significant
investment into several long term mega projects that should provide stimulus and benefit
not only to Edmontons energy related industries but also to increasingly diversified non-related
industries within the larger economy.
Edmontons strong economic prospects are anticipated to create a significant number of new jobs in 2012,
increasing total employment in Edmonton. Edmonton is forecasted to add approximately 10,000 jobs in 2012,
bringing total employment in Edmonton to approximately 681,000 jobs1.
Increased employment will contribute to accelerated in-migration, and will result in population growth, further supporting
housing demand. Lot servicing activity has continued its positive trend in 2011 since hitting low levels during the recession in 2009.
Given the expected increase in housing demand, combined with the slowdown in the growth of housing supply seen in 2009,
we anticipate that new housing units will need to be brought to market to keep up with expected demand which will benefit
the project. Total housing starts for 2012 are forecasted to be approximately 9,820 units2.
Goals
Overall, the Corporations development project is proceeding as planned.
Our goals for 2012 are to:
obtain contractual commitments from homebuilders for Phase 1 lots;
complete Phase 1 construction, deliver lots to homebuilders and open show homes to the public; and
make first distribution on the units comprised of interest payment, plus either principal repayments and or dividends
As Canada and the U.S. move into the next phase of economic growth in 2012, Walton maintains an optimistic outlook for our
managed real estate investments. Our investment team is working collaboratively with local authorities to create successful,
smart-growth communities that realize the highest and best use of our lands, ultimately attaining your and our investment
goals. Our experience is that, with expert management and Waltons carefully crafted approach, quality investments prevail.
Thank you for your investment in the Corporation, and thank you for your support and confidence in the Walton Group of
Companies.
Best regards,
Bill Doherty
Chief Executive Officer
Walton Edgemont Development Corporation
1) Conference Board of Canada, Metropolitan Outlook Winter 2012, retrieved February 27, 2012.
2) Conference Board of Canada, Metropolitan Outlook 1 Winter 2012, Economic Insights Into 13 Canadian Metropolitan Economies
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
Forward-looking Statements
Certain
information
set
forth
in
this
material,
including
the
disclosure
of
the
anticipated
completion
dates
of
key
project
milestones,
are
based
on
the
Corporations
current
expectations,
intentions,
plans
and
beliefs,
which
are
based
on
experience
and
the
Corporations
assessment
of
historical
and
future
trends.
Such
forward-looking
statements
necessarily
involve
known
and
unknown
risks
and
uncertainties,
many
of
which
are
beyond
managements
control.
These
risks
and
uncertainties
include,
but
are
not
limited
to,
the
timing
of
approval
by
municipalities,
the
estimated
time
required
for
construction
and
the
business
and
general
economic
environment.
These
uncertainties
may
cause
the
Corporations
actual
performance,
as
well
as
financial
results
in
future
periods,
to
differ
materially
from
any
projections
of
future
performance
or
results
expressed
or
implied
by
such
forward-looking
statements.
Investors
are
cautioned
against
attributing
undue
certainty
to
forward-looking
statements
as
actual
results
could
differ
materially
from
managements
targets,
expectations
or
estimates.
Responsibility of Management
This
MD&A
has
been
prepared
by,
and
is
the
responsibility
of,
the
management
of
the
Corporation.
Business Overview
The
Corporation
was
established
on
May
5,
2011
for
the
purpose
and
objective
of
providing
investors
with
the
opportunity
to
participate
in
the
acquisition
and
development
of
the
approximately
201.5
acre
Edgemont
properties
located
in
the
Southwest
corner
of
Edmonton,
Alberta
(the
Properties).
Access
is
provided
by
199th
Street
via
Lessard
Road,
which
intersects
Anthony
Henday
Drive
(Edmontons
ring
road)
approximately
one
kilometre
to
the
north
of
the
Properties.
The
Properties
are
bounded
to
the
south
by
the
Wedgewood
Ravine,
which
provides
an
attractive
setting
for
a
residential
development
and
adds
significant
amenity
value
to
the
future
community.
The
Properties
are
included
in
the
Edgemont
Neighbourhood
Area
Structure
Plan,
the
bylaw
for
which
passed
third
and
final
reading
by
Edmonton
City
Council
on
June
22,
2011.
The
development
plan
prepared
for
the
project
by
Walton
Development
and
Management
L.P.
(WDM),
which
will
manage
the
project,
includes
primarily
"single-family"
lots
suitable
for
starter
and
move-up
homes,
"low-density
residential"
which
can
accommodate
multi-family
development,
and
an
environmental
reserve,
natural
areas,
green
space
and
parks.
In
total,
the
project
is
anticipated
to
consist
of
approximately
672
single-family
lots,
5.1
acres
of
multi-family
development,
and
associated
parks
and
natural
areas.
In
order
to
raise
sufficient
capital
for
the
acquisition
and
development
of
the
Properties,
the
Corporation
completed
an
initial
public
offering
(IPO)
and
follow-up
private
placement
(Private
Placement)
of
units
during
the
third
quarter
of
2011.
Each
unit
issued
by
the
Corporation
(Unit)
was
comprised
of
a
$7.50
principal
amount
of
unsecured,
subordinated,
convertible,
extendable
debenture
bearing
simple
interest
at
a
rate
of
8%
(Debenture)
and
one
class
B
non-voting
common
share
(Class
B
share)
having
a
price
of
$2.50.
Following
the
completion
of
the
IPO
and
Private
Placement
(collectively,
the
Offerings),
the
Corporation
completed
the
acquisition
of
the
Properties
during
the
fourth
quarter
of
2011.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
th
The
registered
office
and
principal
place
of
business
is
23
floor,
605
5
Avenue
SW,
Calgary,
Alberta,
T2P
3H5.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
64,479
831,595
205,127
561,989
1
2,006,269
0.28
1
Weighted
average
shares
outstanding
exclude
the
100
Class
A
voting
common
shares
issued.
Based
on
the
Corporations
articles
of
incorporation,
Class
A
shareholders
are
not
entitled
to
participate
in
any
dividends
declared
by
the
Corporation,
or
the
distributions
of
any
part
of
the
assets
of
the
Corporation.
As at
December 31, 2011
As at
May 5, 2011
30,373,009
100
22,184,572
23,554,639
6,818,370
100
3,120,139
Review of Operations
Summary
The
period
from
May
5,
2011
to
December
31,
2011
marked
the
first
period
of
operations
for
the
Corporation.
The
key
activities
undertaken
by
the
Corporation
during
the
period
were
as
follows:
During
the
second
quarter
of
2011,
an
application
for
the
subdivision
of
the
Properties
was
submitted
by
the
vendors
of
the
Properties
to
the
City
of
Edmonton.
During
the
third
quarter
of
2011,
the
Corporation
completed
the
Offerings.
Each
Unit
was
priced
at
$10/Unit
and
was
comprised
of
one
Debenture
and
one
Class
B
share.
In
total,
the
Offerings
resulted
in
the
issuance
of
3,000,000
Units
for
gross
proceeds
of
$30,000,000.
The
selling
commissions,
work
fee
and
organizational
costs
associated
with
the
Offerings
were
$1,575,000,
$42,280
and
$450,000,
respectively.
During
the
fourth
quarter
of
2011,
the
Corporation
completed
the
acquisition
of
the
Properties.
This
was
completed
through
the
payment
of
$25,587,651
to
unrelated
parties
for
193
acres
and
the
issuance
of
120,139
Units
to
Walton
International
Group
Inc.
(WIGI)
for
an
equivalent
value
of
$1,138,317
for
the
remaining
8.6
acres.
During
the
fourth
quarter
of
2011,
expressions
of
interest
were
obtained
from
four
homebuilders
to
participate
in
the
first
release
of
Phase
1
lots.
During
the
fourth
quarter
of
2011,
the
Corporation
entered
into
a
$29.2
million
construction
loan
to
finance
Phase
1
of
the
project.
Preliminary
grading
for
Phase
1,
including
the
show
home
area,
was
initiated
during
the
fourth
quarter
of
2011.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
In
comparison
with
the
anticipated
completion
date
for
the
key
project
milestones
for
Phase
1,
the
project
has
experienced
some
delays
in
achieving
these
milestones
during
the
period.
Notwithstanding
these
delays,
management
expects
that
the
project
will
be
completed
within
the
approximate
six-year
time
frame
disclosed
in
the
Prospectus
and
Offering
Memorandum
(collectively,
the
Offering
Documents).
During
the
period
ended
December
31,
2011,
the
Corporation
generated
total
revenues
of
$64,479.
These
revenues
were
comprised
of
interest
earned
on
the
Corporations
cash
on
hand.
The
total
expenses
during
the
period
were
$831,595
and
primarily
consisted
of
$450,000
in
costs
relating
to
the
Offerings,
$247,007
in
costs
incurred
for
the
management
of
the
Corporation
and
$60,552
in
servicing
fees
paid
to
the
agents
who
sold
Units
through
the
Offerings.
The
nature
and
amount
of
the
expenses
incurred
by
the
Corporation
during
the
period
was
consistent
with
managements
expectations.
The
overall
net
loss
incurred
by
the
Corporation
during
the
period
of
$561,989
was
also
consistent
with
managements
expectations
because
the
Corporation
is
not
expected
to
generate
significant
revenue,
except
during
periods
when
the
sale
of
lots
is
completed.
Analysis
of
Financial
Condition
As
at
December
31,
2011,
the
Corporation
had
total
assets
of
$ 30,373,009,
total
liabilities
of
$23,554,639
and
total
shareholders
equity
of
$6,818,370.
The
most
significant
assets
of
the
Corporation
were
land
held
for
development
of
$26,725,977,
cash
of
$2,074,371
and
land
development
costs
of
$1,365,598.
The
liabilities
were
comprised
of
debentures
payable
of
$22,184,572
and
current
liabilities
of
$1,370,067.
As
at
December
31,
2011,
the
Corporation
was
highly
leveraged
and
this
is
expected
to
increase
over
the
next
year
as
the
Corporation
draws
on
the
construction
loan
to
fund
the
ongoing
administrative
and
operating
expenses,
management
fee,
development
fee,
pre-development
costs,
construction
costs
and
other
expenses
of
the
Corporation.
The
high
amount
of
leveraging
employed
by
the
Corporation
is
however,
consistent
with
the
planned
capital
structure
of
the
Corporation.
As
the
development
of
the
Properties
proceeds,
the
Corporation
will
use
the
proceeds
from
the
sale
of
serviced
lots
to
make
interest
and
principal
repayments
on
both
the
construction
loan
and
the
debentures
payable.
The
Corporation
expects
that
the
cash
on
hand
at
December
31,
2011,
in
combination
with
the
phase
1
construction
loan,
will
be
sufficient
to
finance
Phase
1
of
the
project
and
the
ongoing
expenses
of
the
Corporation
during
that
time.
As
long
as
the
project
continues
as
anticipated,
the
Corporation
does
not
foresee
any
significant
challenges
in
financing
or
completing
the
remaining
phases
of
the
project.
10
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
As at
December 31, 2011
$
Planning
Land
development
Financing
Legal
Project
management
Total
land
development
costs
212,581
53,750
1,083,764
14,428
1,075
1,365,598
Land
development
costs
can
be
divided
into
two
primary
categories:
hard
construction
costs,
which
are
the
costs
related
to
the
physical
improvement
of
the
land,
and
soft
costs,
which
include
but
are
not
limited
to,
costs
associated
with
architectural
control
consultants,
financing
fees
for
establishing
construction
loans
and
security,
interest
on
the
construction
loan
and
debentures
payable,
legal
fees,
municipal
taxes
and
construction
management,
and
appraisal
fees.
Planning,
financing,
legal
and
project
management
fees
are
all
soft
costs
associated
with
the
project,
while
land
development
costs
include
both
hard
development
costs
and
soft
costs.
During
the
period
ended
December
31,
2011,
the
Corporation
incurred
total
soft
construction
costs
of
$1,311,848.
During
the
period
ended
December
31,
2011,
the
Corporation
incurred
total
hard
development
costs
of
$53,750.
The
land
development
costs
incurred
during
the
period
were
consistent
with
the
amounts
anticipated
by
management
for
the
work
completed
during
the
period.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
11
Organizational costs
Organizational
costs
are
comprised
of
the
legal,
accounting,
audit,
printing,
filing,
transfer
agent
and
other
costs
incurred
by
the
Corporation
associated
with
the
preparation
for
the
Offerings
and
the
preparation
of
the
Offering
Documents.
During
the
period
ended
December
31,
2011,
the
Corporation
incurred
total
organizational
costs
of
$450,000.
These
costs
were
consistent
with
the
costs
anticipated
by
management
as
outlined
in
the
Offering
Documents.
Given
that
the
Corporation
does
not
plan
on
raising
any
additional
equity
over
the
life
of
the
Corporation,
management
does
not
expect
to
incur
any
organizational
costs
in
future
periods.
Management Fees
On
June
27,
2011,
the
Corporation
and
WAM
entered
into
a
Management
Services
Agreement.
In
accordance
with
the
terms
of
the
Management
Services
Agreement,
WAM
will
provide
management
and
administrative
services
to
the
Corporation
in
return
for
an
annual
management
fee
equal
to:
i.) from
July
15,
2011
until
the
earlier
of
the
date
of
termination
of
the
Management
Services
Agreement
and
June
30,
2016,
2%
of
the
aggregate
of:
a.) The
net
proceeds
raised
from
the
IPO
of
$24,032,390,
calculated
as
the
gross
proceeds
raised
of
$25,772,000,
net
of
selling
commissions
of
$1,353,030
and
organizational
costs
of
$386,580;
b.) The
net
proceeds
raised
from
the
Private
Placement
of
$3,900,330,
calculated
as
the
gross
proceeds
raised
of
$4,228,000,
net
of
selling
commissions
$221,970,
work
fees
of
$42,280,
and
organizational
costs
of
$63,420;
and
c.) the
product
of
the
number
of
Units
issued
by
the
Corporation
to
WIGI
in
exchange
for
its
interest
in
the
Properties
multiplied
by
$9.325
which
was
equal
to
$1,120,296;
and
ii.) thereafter,
from
July
1,
2016
until
the
termination
date
of
the
Management
Services
Agreement,
an
amount
equal
to
2%
of
the
book
value
of
the
Properties.
During
the
period
ended
December
31,
2011,
the
Corporation
incurred
total
management
fees
of
$247,007.
The
management
fees
incurred
during
the
period
were
consistent
with
the
costs
anticipated
by
management,
as
outlined
in
the
Offering
Documents.
12
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
As at
December 31, 2011
$
As at
May 5, 2011
$
267,477
69,695
2,183
339,355
The
following
transactions
entered
into
between
the
related
parties
during
the
period
were
under
terms
and
conditions
agreed
upon
between
the
parties.
13
34,339
All
services
performed
for
the
Corporation
by
its
executive
officers
is
governed
by
the
Management
Services
Agreement.
The
annual
management
fee
that
WAM
receives
under
the
Management
Services
Agreement
has
been
disclosed
above.
Non-Financial Indicators
The
amount
of
revenues
generated
by
the
Corporation
is
not
expected
to
be
significant,
until
the
sale
of
lots
commences.
As
a
result,
the
financial
statements
alone
are
not
a
good
indicator
of
the
progress
of
the
Corporation
toward
its
investment
objectives.
The
Corporation
makes
use
of
the
following
non-financial
indicators
in
evaluating
its
performance.
14
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
Key Milestones
For
Phase
1
of
the
project,
the
key
milestones
used
by
management
include
those
presented
in
the
Offering
Documents.
The
Corporations
progress
toward
these
milestones
has
been
summarized
in
the
following
table.
Status
Application
submitted
in
February
2012
Approval
anticipated
in
April
2012
December, 2011
In
comparison
to
the
anticipated
completion
dates
included
in
the
Offering
Documents,
the
milestones
for
Phase
1
are
behind
the
timelines
initially
anticipated
by
management
and
are
now
anticipated
to
be
completed
in
the
year
2013.
These
delays
are
attributable
to
the
longer
than
anticipated
time
to
obtain
subdivision
approvals
from
the
City
of
Edmonton.
The
most
significant
delays
are
in
respect
of
the
construction
of
offsite
utilities
and
offsite
roadways,
which
are
expected
to
have
little,
if
any,
impact
on
the
ability
of
homebuilders
to
commence
the
construction
of
show
homes,
or
their
ability
to
commence
the
sale
of
single
family
or
multi-family
homes.
As
a
result,
management
expects
that
the
timing
of
the
completion
of
the
overall
project
will
be
unchanged
and
the
ability
of
the
Corporation
to
achieve
its
investment
objectives
will
be
unaffected.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
15
Phases 2, 3 and 4
The
steps
to
complete
Phases
2,
3
and
4
of
the
project
are
substantially
the
same
as
the
milestones
for
Phase
1.
The
commencement
dates
for
Phase
2,
3
and
4
have
not
yet
been
determined,
and
the
expected
completion
dates
of
their
key
milestones
will
be
determined
closer
to
the
commencement
of
those
phases.
The
Corporation
completed
the
acquisition
of
Parcel
C
on
October
12,
2011
and
Parcels
A
and
B
on
November
30,
2011.
In
total,
the
acquisition
of
the
Properties
was
completed
through
the
payment
of
$25,587,651
to
unrelated
parties
for
193
acres,
and
the
issuance
of
120,139
Units
to
WIGI
for
an
equivalent
value
of
$1,138,317,
for
the
remaining
8.6
acres.
In
November
2011,
the
Corporation
negotiated
the
final
terms
for
the
Phase
1
construction
loan.
The
Phase
1
construction
loan
will
help
to
finance
pre-development,
development,
grading
and
construction
of
Phase
1
of
the
project.
In
November
2011,
the
Corporation
received
expressions
of
interest
from
four
builders
who
will
acquire
91
of
the
176
Phase
1
lots.
The
Corporation
commenced
preliminary
grading
of
the
Phase
1
lands,
including
the
Phase
1
show
homes
area,
in
November
2011.
Although
some
of
the
above
activities
were
completed
later
than
the
completion
date
initially
anticipated
by
management,
these
delays
are
not
expected
to
affect
the
ability
of
the
Corporation
to
complete
the
project
within
the
approximate
six-year
time
frame
disclosed
in
the
Offering
Documents.
During
the
fourth
quarter
of
2011,
the
Corporation
incurred
total
expenses
of
$197,391,
which
primarily
consisted
of
$122,778
in
costs
incurred
for
the
management
of
the
Corporation,
$34,820
in
servicing
fees
paid
to
the
agents
who
sold
Units
through
the
Offerings,
and
$13,032
in
director
fees.
The
nature
and
amount
of
the
expenses
incurred
by
the
Corporation
during
the
fourth
quarter
were
consistent
with
managements
expectations.
The
net
loss
before
taxes
incurred
by
the
Corporation
during
the
fourth
quarter
was
also
consistent
with
managements
expectations
because
the
Corporation
is
not
expected
to
generate
significant
revenue,
except
during
periods
when
the
sale
of
lots
is
completed.
On
an
after
tax
basis,
the
Corporation
generated
net
income
of
$7,736
during
the
fourth
quarter
of
2011.
The
deferred
tax
recovery
recognized
during
the
fourth
quarter
of
$205,127
was
in
respect
of
prior
period
tax
losses
which
met
the
recognition
criteria
under
IFRS
during
the
fourth
quarter
of
2011.
16
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
September 30,
2011
June 30,
2
2011
30,373,009
28,281,165
13,166
23,554,639
21,755,110
21,307
6,818,370
6,526,055
(8,141)
64,479
197,391
625,963
8,241
205,127
7,736
(561,484)
(8,241)
3,076,741
2,161,600
(0.26)
N/A
120,139
3,000,000
3,120,139
3,000,000
1
-
Class
A
shares
outstanding
have
not
been
included
in
the
weighted
average
shares
outstanding
because
the
Class
A
shares
do
not
participate
in
the
profits
or
losses
of
the
Corporation.
2
The
Corporation
was
formed
on
May
5,
2011.
As
a
result,
the
period
ended
June
30,
2011
was
from
May
5,
2011
June
30,
2011.
During
the
periods
ended
June
30,
2011
and
September
30,
2011,
the
main
focus
of
the
Corporation
was
to
raise
sufficient
capital
to
enable
the
Corporation
to
execute
its
investment
strategy.
This
was
accomplished
through
the
successful
completion
of
the
Offerings
during
the
third
quarter
of
2011.
In
total,
the
Offerings
resulted
in
the
issuance
of
3,000,000
Units
of
the
Corporation
for
gross
proceeds
of
$30,000,000.
Each
Unit
offered
through
the
Offerings
was
comprised
of
one
Debenture
and
one
Class
B
share.
The
completion
of
the
Offerings
increased
the
total
assets,
total
liabilities
and
total
equity
of
the
Corporation
significantly.
The
expenses
of
the
Corporation
relating
the
Offerings
were
incurred
during
the
third
quarter
of
2011
and
totalled
$450,000.
During
the
fourth
quarter
of
2011,
the
Corporation
completed
the
acquisition
of
the
Properties
through
the
payment
of
$25,587,651
to
unrelated
parties
for
193
acres,
and
the
issuance
of
120,139
Units
to
WIGI
for
an
equivalent
value
of
$1,138,317,
for
the
remaining
8.6
acres.
Having
successfully
completed
the
Offerings
during
the
third
quarter
of
2011,
the
Corporations
expenses
decreased
substantially
during
the
fourth
quarter.
This
was
partially
offset
by
an
increase
to
the
total
servicing
fees
and
management
fees
incurred
during
the
fourth
quarter,
which
were
only
in
effect
for
a
portion
of
the
third
quarter
of
2011.
The
amount
of
the
expenses
of
the
Corporation
in
future
quarters
is
expected
to
be
consistent
with
the
level
of
expenses
incurred
during
the
fourth
quarter
of
2011.
The
Corporation
is
not
expected
to
generate
a
profit
until
the
sale
of
lots
commences.
Until
this
time,
the
total
equity
of
the
Corporation
is
expected
to
decline
as
cash
is
expended
to
pay
for
the
ongoing
expenses
of
the
Corporation.
During
the
fourth
quarter
of
2011,
the
Corporation
recognized
a
deferred
tax
recovery
of
$ 205,127.
This
was
in
respect
of
prior
period
tax
losses
which
met
the
recognition
criteria
under
IFRS
during
the
fourth
quarter
of
2011.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
17
Subsequent Events
On
February
27,
2012,
WEDC
received
rezoning
approval
for
Phase
1
from
Edmonton
City
Council.
In
March
2012, the
Corporation
entered
into
purchase
and
sale
agreements
for
91
of
the
176
lots.
In
addition,
the
multi-family
site
in
Phase
1
has
been
conditionally
sold.
Supplemental Information
Liquidity and Capital Resources
The
Corporation
has
two
sources
of
capital
to
finance
its
operations:
i.)
Of
the
gross
proceeds
raised
under
the
IPO
and
Private
Placement,
approximately
9.1%
($2.7
million)
was
set
aside
by
the
Corporation
to
pay
for
its
ongoing
administrative
and
operating
expenses,
management
fee,
development
fee,
pre-development
costs,
grading
costs,
construction
costs
and
other
expenses
of
the
Corporation.
As
at
December
31,
2011,
the
Corporation
had
total
cash
on
hand
of
$2,074,371.
ii.) The
Corporation
has
a
construction
loan
to
help
finance
Phase
1
of
the
project.
The
construction
loan
consists
of
a
$26.9
million
non-revolving
loan
facility
and
$2.3
million
letter(s)
of
credit.
This
loan
is
partially
guaranteed
by
WIGI
and
is
also
secured
by
a
first
priority
security
interest
in
all
present
and
after
acquired
personal
property
of
the
Corporation,
a
floating
charge
over
all
of
the
Corporation's
present
and
after
acquired
real
and
other
property,
and
a
first
fixed
and
specific
demand
collateral
land
mortgage
over
the
Properties.
The
total
amount
drawn
on
the
construction
loan
at
December
31,
2011
was
$nil.
It
is
anticipated
that
further
construction
loans
will
be
required
to
fund
the
costs
of
development
for
Phase
2,
3
and
4
of
the
project.
Management
regularly
reviews
the
levels
of
its
capital
resources
to
determine
if
sufficient
cash
is
available
to
fund
the
ongoing
costs
of
the
Corporation
over
the
next
twelve
months.
As
at
December
31,
2011,
management
believes
that
sufficient
capital
exists
to
fund
the
Corporations
activities
for
at
least
the
next
12
months.
WIGI
monitors,
on
a
monthly
basis,
its
net
worth
to
ensure
compliance
with
its
obligations
as
a
guarantor.
As
at
December
31,
2011,
WIGI
was
in
compliance
with
this
requirement,
and
foresees
no
circumstances
or
conditions
which
may
be
reasonably
likely
to
cause
WIGI
to
be
offside
with
its
obligations
a s
guarantor
over
the
next
12
months.
Financial Instruments
The
Corporations
financial
instruments
consist
of
other
receivable,
cash,
debentures
payable,
interest
payable,
trade
payables
and
accrued
liabilities
and
due
to
related
parties.
Other
receivable
and
cash
are
classified
as
loans
and
receivables,
and
are
carried
at
amortized
cost
using
the
effective
interest
rate
method.
Debentures
payable,
interest
payable,
trade
payables
and
accrued
liabilities,
and
due
to
related
parties
have
been
classified
as
other
financial
liabilities,
and
are
carried
at
amortized
cost
using
the
effective
interest
rate
method.
With
the
exception
of
debentures
payable,
the
fair
value
of
these
financial
instruments
approximate
their
carrying
value
due
to
the
short-term
nature
of
these
items.
The
fair
value
of
debentures
payable
approximates
the
carrying
amount
because
the
interest
rate
on
the
debentures
approximates
the
interest
rate
on
debentures
issued
by
comparable
entities.
It
is
management's
opinion
that
the
Corporation
is
not
exposed
to
significant
liquidity,
credit,
interest
or
currency
risk.
18
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
Outstanding Shares
As
of
the
date
of
this
MD&A,
the
Corporation
had
100
Class
A
shares
outstanding
and
3,120,139
Class
B
shares
outstanding.
Outstanding Debentures
As
of
the
date
of
this
MD&A,
the
Corporation
had
3,120,139
debentures
payable
outstanding
with
a
carrying
value
of
approximately
$22.2
million
and
principal
amount
of
$23.4
million.
The
Corporation
may
in
its
sole
discretion,
convert
all
or
any
principal
amount
of
the
debentures
payable
into
a
variable
number
of
Class
B
shares,
based
on
the
fair
market
value
per
Class
B
share
on
the
date
of
the
conversion.
Commitments
The
following
table
presents
future
commitments
of
the
Corporation
under
the
Management
Services
Agreement
and
the
Agency
Agreements
over
the
next
five
years.
It
does
not
include
the
WDMs
performance
fee
under
the
Project
Management
Agreement,
which
is
calculated
based
on
the
amount
of
distributions
paid
by
the
Corporation.
These
commitments
will
be
funded
through
future
revenues
generated
by
the
Corporation
and
the
capital
resources
available
to
the
Corporation.
Servicing fee
$
Management fee
$
Total
$
139,664
139,664
139,664
139,664
69,832
628,488
581,060
581,060
581,060
581,060
290,530
2,614,770
720,724
720,724
720,724
720,724
360,362
3,243,258
2012
2013
2014
2015
2016
Total
The
commitment
for
the
management
fee
will
extend
for
the
length
of
the
project,
however,
after
June
30,
2016,
it
is
calculated
based
on
the
book
value
of
the
Properties
at
the
end
of
the
previous
calendar
quarter,
which
cannot
be
reasonably
estimated
at
this
time.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
19
Corporate Governance
Board of Directors
The
mandate
of
the
board
of
directors
is
to
oversee
the
management
of
the
business
of
the
Corporation,
with
a
view
to
maximizing
the
Corporations
shareholder
value,
and
ensuring
corporate
conduct
in
an
ethical
and
legal
manner
via
an
appropriate
system
of
corporate
governance
and
internal
control
processes
and
procedures.
The
board
of
directors
facilitates
its
exercise
of
independent
supervision
over
management
through,
among
other
things:
The
adoption
by
the
board
of
directors
of
a
written
mandate
requiring
that
a
majority
of
the
members
of
the
board
of
directors
be
independent
of
management;
and
The
requirement,
in
the
board
of
directors
written
mandate
for
its
audit
committee,
that
the
audit
committee
be
comprised
solely
of
directors
that
are
independent
of
management.
The
board
of
directors
is
comprised
of
Clifford
H.
Fryers,
Jon
N.
Hagan
and
Richard
R.
Singleton.
Within
the
meaning
of
National
Instrument
52-110
Audit
Committees
(NI
52-110),
Jon
N.
Hagan
and
Richard
R.
Singleton
are
independent
of
management
of
the
Corporation,
while
Clifford
H.
Fryers
is
not
independent
as
his
spouse
is
the
Corporate
Secretary
of
the
Corporation.
The
only
standing
committee
of
the
board
of
directors
is
the
audit
committee
(the
Audit
Committee),
which
consists
of
Richard
R.
Singleton
and
Jon
N.
Hagan.
Personal Profiles
20
Clifford
H.
Fryers
Mr.
Fryers
has
been
Chairman
and
Chief
Executive
Officer
of
the
White
Iron
Group
of
Companies
(a
media
production
house)
since
1997.
He
also
is
the
chair
of
the
board
of
the
Manning
Centre
for
Building
Democracy
and
is
on
the
board
of
directors
of
several
companies
in
the
Walton
Group,
including
the
following
reporting
issuers:
Walton
Ontario
Land
1
Corporation,
being
the
general
partner
of
Walton
Ontario
Land
L.P.
1;
Walton
Big
Lake
Development
Corporation,
being
the
general
partner
of
Walton
Big
Lake
Development
L.P.;
Walton
Yellowhead
Development
Corporation;
and
Walton
Westphalia
Development
Corporation.
He
was
on
the
Board
of
Advisors
of
Walton
Global
Investments
Ltd.
for
eight
years,
retiring
as
Vice
Chairman
in
November
of
2011.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
From
1997
until
2000,
Mr.
Fryers
was
Chief
of
Staff
to
the
Leader
of
Her
Majestys
Official
Opposition
in
the
House
of
Commons.
Prior
to
that,
he
was
a
Senior
Tax
Partner
and
Managing
Partner
with
the
law
firm
of
Milner
Fenerty
(now
Fraser
Milner
Casgrain
LLP)
which
he
joined
in
1980.
He
worked
in
the
Tax
Litigation
Section
of
the
Department
of
Justice,
Ottawa
from
1971
to
1977
and
then
as
General
Tax
Counsel
for
Mobil
Oil
Canada,
Ltd.
until
1980.
Mr.
Fryers
holds
the
ICD.D
certification
granted
by
the
Institute
of
Corporate
Directors.
Jon
N.
Hagan
-
Mr.
Hagan
has
been
the
principal
of
JN
Hagan
Consulting
since
December
2000.
He
provides
assistance
to
major
corporations
regarding
real
estate
capital
markets,
and
acquisition
and
disposition
transactions
covering
situations
in
Canada,
the
United
States
of
America,
Mexico
and
China.
Mr.
Hagan
is
also
a
director
and
member
of
the
audit
and
executive
committees
of
the
board
of
directors
of
First
Capital
Realty
Inc,
which
is
a
reporting
issuer
in
Canada.
He
was
formerly
a
director
and
member
of
the
audit,
human
resources,
corporate
governance
and
investment
committees
of
Bentall
Kennedy
Group
from
2001
to
2011.
He
was
a
trustee
of
Sunrise
Senior
Living
Real
Estate
Investment
Trust
from
2004
to
2007
and
was
the
chair
of
the
audit
committee
thereof.
He
was
the
Chairman
of
Teranet
Income
Fund
from
2006
to
2008.
He
was
a
director
and
on
the
audit
committee
of
the
board
of
directors
of
The
Mills
Corporation
for
the
first
three
months
of
2007
to
assist
in
the
sale
of
The
Mills
Corporation.
Mr.
Hagan
is
also
on
the
board
of
directors
of
the
following
reporting
issuers
within
the
Walton
Group:
Walton
Ontario
Land
1
Corporation,
being
the
general
partner
of
Walton
Ontario
Land
L.P.
1;
Walton
Big
Lake
Development
Corporation,
being
the
general
partner
of
Walton
Big
Lake
Development
L.P.;
Walton
Yellowhead
Development
Corporation;
and
Walton
Westphalia
Development
Corporation.
Mr.
Hagan
has
held
a
number
of
executive
finance
positions
in
the
real
estate
industry,
beginning
with
Oxford
in
the
1970s.
His
career
took
him
to
Cambridge
Shopping
Centres
in
1980,
where
he
eventually
became
S enior
Vice-
President,
Corporate
Group
and
Chief
Financial
Officer.
He
then
joined
the
Empire
Company
Limited
where
he
was
Executive
Vice-President,
Finance
and
Corporate
Development.
From
1996
through
2000,
he
was
Executive
Vice
President
and
Chief
Financial
Officer
of
Cadillac
Fairview
Corporation.
Mr
Hagan's
experience
spans
corporate
strategy,
corporate
and
real
estate
finance,
real
estate
acquisition
and
disposition,
compensation
programs,
computer
systems,
financial
reporting,
forecasting
and
budgeting.
Mr.
Hagan
is
a
chartered
accountant.
He
holds
a
BSc
in
Mechanical
Engineering
from
the
University
of
Saskatchewan
and
attended
the
Executive
MBA
program
at
the
University
of
Alberta.
Richard
R.
Singleton
Mr.
Singleton
was
one
of
the
lead
architectural
partners
with
Cohos
Evamy
Partners,
Architects,
Engineers,
Planners
(now
called
Dialogue
Design)
for
36
years.
He
primarily
focused
on
larger
commercial
projects
and
planning
work
in
Alberta
and
throughout
Canada.
Mr.
Singleton
has
been
retired
since
2 008,
and,
during
that
time,
he
has
consulted
and
provided
assistance
to
developers
in
various
planning
and
building
projects.
During
his
career,
Mr.
Singletons
work
included
major
land
planning
and
land
parcel
development
projects
primarily
in
Alberta
and
other
major
commercial
projects
in
other
parts
of
Canada.
His
experience
spanned
land
use
project
financial
proforma
analyses,
budgeting
for
land
use
and
development
projects,
concept
design
and
approval
agency
policy
planning
initiatives.
Mr.
Singleton
is
also
on
the
board
of
directors
of
the
following
reporting
issuers
within
the
Walton
Group:
Walton
Ontario
Land
1
Corporation,
being
the
general
partner
of
Walton
Ontario
Land
L.P.
1;
Walton
Big
Lake
Development
Corporation,
being
the
general
partner
of
Walton
Big
Lake
Development
L.P.;
Walton
Yellowhead
Development
Corporation;
and
Walton
Westphalia
Development
Corporation.
Mr.
Singleton
is
presently
a
director
of
the
National
Music
Centre
(Cantos
Foundation),
a
member
of
the
Advisory
Board
of
Thermal
Systems
KWC
Ltd.,
a
past
member
of
the
Calgary
Arts
Development
Authority
and
a
board
member
of
a
private
real
estate
investment
group.
He
was
previously
a
member
of
the
Board
of
Advisors
of
Walton
Global
Investments
Ltd.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
21
Mr.
Singleton
holds
a
Bachelor
of
Architecture
from
the
University
of
Manitoba
and
is
LEED
(Leadership
in
Energy
and
Environmental
Design)
accredited.
LEED
is
a
set
of
rating
systems
for
the
design,
construction
and
operation
of
high
performance
green
buildings,
homes
and
neighbourhoods.
Compensation
The
Corporation
has
agreed
to
pay
to
each
of
the
directors
who
are
independent
within
the
meaning
of
NI
52-110,
an
annual
retainer
of
$25,000
per
year,
paid
quarterly
in
advance.
This
amount
was
determined
by
the
Corporation
and
the
directors
prior
to
the
retention
of
the
directors.
The
executive
officers
of
the
Corporation
do
not
receive
any
compensation
from
the
Corporation.
Nomination of Directors
The
original
members
of
the
board
of
directors
were
appointed
by
the
Class
A
shareholder
of
the
Corporation.
If
and
when
a
director
resigns,
the
remaining
directors
will
identify
a
new
director
with
a
view
to
ensuring
overall
diversity
of
experience
and
skill.
The
new
director
may
be
appointed
by
the
remaining
directors
or
by
the
Class
A
shareholder
of
Corporation.
Assessments
The
directors
will
regularly
assess
themselves
with
respect
to
their
effectiveness
and
contribution.
Audit Committee
The
primary
function
of
the
Audit
Committee
is
to
assist
the
board
of
directors
in
fulfilling
their
responsibility
of
oversight
and
supervision
of
the
Corporations
accounting
and
financial
reporting
practices
and
procedures,
the
adequacy
of
internal
controls
and
procedures,
and
the
quality
and
integrity
of
its
financial
statements.
In
addition,
the
Audit
Committee
will
be
responsible
for
directing
the
auditors
examination
of
specific
areas,
for
the
selection
of
the
Corporations
independent
auditors
and
for
the
approval
of
all
non-audit
services
for
which
its
auditors
may
be
engaged,
including
the
fees
for
such
services.
The
Audit
Committee
currently
consists
of
Jon
N.
Hagan
and
Richard
R.
Singleton.
Each
member
of
the
Audit
Committee
is
independent
as
contemplated
by
NI
52-110
and
each
is
financially
literate,
meaning
that
each
has
the
ability
to
read
and
understand
a
set
of
financial
statements
that
present
a
breadth
and
level
of
complexity
of
accounting
issues
that
are
generally
comparable
to
the
breadth
and
complexity
of
issues
that
can
reasonably
be
expected
to
be
raised
by
the
financial
statements
of
the
Corporation.
22
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
Whistleblower Policy
The
Corporation
has
established
a
Whistleblower
Policy
to
ensure
the
integrity
of
the
accounting
records
and
financial
statements
of
the
Corporation
and
its
compliance
with
applicable
laws.
Under
the
whistleblower
policy,
any
employee
who
becomes
aware
of
any
questionable
accounting,
internal
accounting
controls,
auditing
matters
or
potential
violations
of
law
are
encouraged
to
contact
their
immediate
supervisor,
their
immediate
supervisors
manager,
the
President
or
the
Chief
Operating
Officer.
Employees
also
have
the
option
of
reporting
such
matters
directly
to
the
chair
of
the
Audit
Committee
or
the
chair
of
the
board
of
directors.
Appropriate
procedures
are
then
undertaken
to
ensure
that
the
report
is
promptly
and
thoroughly
investigated.
2011 Annual Report Walton Edgemont Development Corporation Managements Discussion & Analysis
23
Financial Statements
Walton Edgemont Development Corporation
For the period from May 5, 2011 to December 31, 2011
(expressed in Canadian Dollars)
24
Chartered Accountants
Calgary, Alberta
March 26, 2012
PricewaterhouseCoopers LLP, Chartered Accountants
111 5th Avenue SW Suite 3100, Calgary, Alberta, Canada T2P 5L3
T: 403 509 7500 F:403 781 1825, www.pwc.com/ca
PwC refers to PricewaterhouseCoopers LLP, an Ontario limited liability partnership.
25
December 31,
2011
$
May 5,
2011
$
1,365,598
26,725,977
205,127
ASSETS
Land
development
costs
(note
4)
Land
held
for
development
(note
5)
Deferred
tax
asset
(note
11)
Other
receivable
1,936
Cash
2,074,371
100
TOTAL ASSETS
30,373,009
100
22,184,572
796,643
202,402
GST payable
31,667
339,355
TOTAL LIABILITIES
23,554,639
7,380,359
100
Accumulated deficit
(561,989)
TOTAL EQUITY
6,818,370
100
30,373,009
The
accompanying
notes
to
the
financial
statements
are
an
integral
part
of
these
statements
Approved
on
behalf
of
the
Board
of
Directors
100
LIABILITIES
SHAREHOLDERS EQUITY
__________________________
Director
Clifford
H.
Fryers
26
___________________________
Director
Jon
N.
Hagan
2011
$
Three $
30,168
64,479
EXPENSES
450,000
146,570
247,007
34,820
60,552
13,032
34,339
Professional fees
11,187
21,946
Office expenses
9,324
17,751
214,933
831,595
(184,765)
(767,116)
205,127
(561,989)
(0.06)
(0.28)
The
accompanying
notes
to
the
financial
statements
are
an
integral
part
of
these
statements.
REVENUE
Interest
Income
Organizational
costs
Management
fees
(note
9)
27
Class A Voting
Common Shares
# of
Shares
Balance May 5, 2011
Class B Non-voting
Common Shares
# of
$
Shares
Total
100
100
100
3,000,000
7,500,000
7,500,000
(404,320)
(404,320)
120,139
284,579
284,579
(561,989)
(561,989)
100
100
3,120,139
7,380,259
(561,989)
6,818,370
The accompanying notes to the financial statements are an integral part of these statements.
28
Accumulated
Deficit
Three
2011
$
FINANCING ACTIVITIES
(184,765)
(561,989)
(1,007,877)
25,789
463,579
239,883
31,667
(1,321,804)
(25,587,660)
(205,127)
(1,936)
796,643
339,355
31,667
129,586
(27,003,116)
(26,308,449)
202,402
897,532
21,287,040
7,095,680
-
1,182,111
28,382,720
(25,821,005)
2,074,271
27,895,374
100
2,074,371
2,074,371
92,681
Increase
in
cash
Cash
Beginning
of
period
Cash
End
of
period
The accompanying notes to the interim financial statements are an integral part of these statements.
29
1. Nature of Business
Walton
Edgemont
Development
Corporation
(the
Corporation)
was
incorporated
under
the
laws
of
the
province
of
Alberta
on
May
5,
2011.
The
Corporation
was
formed
to
provide
subscribers
with
the
opportunity
to
participate
in
the
development
of
the
approximately
201.5
acre
Edgemont
properties
located
in
Edmonton,
Alberta
(the
Properties)
through
the
purchase
of
units
in
the
Corporation.
Each
unit
issued
by
the
Corporation
(Unit)
through
its
initial
public
offering
(IPO)
and
private
placement
offering
(Private
Placement)
was
comprised
of
a
$7.50
principal
amount
of
offering
debenture
and
one
class
B
non-voting
common
share
(Class
B
share)
at
a
price
of
$2.50
per
share.
The
Corporation
intends
to
preserve
the
capital
investment
of
the
purchasers
of
Units
in
the
Corporation
and
provide
cash
distributions
on
the
Units
by
executing
the
following
four
step
strategy:
i.) acquire
the
Properties;
ii.) obtain
contractual
commitments
from
homebuilders
to
purchase
lots
to
be
serviced
in
each
of
the
four
planned
phases
of
the
development
of
the
Properties
before
construction
commences
on
that
phase;
iii.) construct
municipal
services
infrastructure
on
the
Properties
in
phases
to
provide
a
controlled
supply
of
serviced
lots
to
the
marketplace;
and
iv.) use
the
revenue
from
the
sale
of
the
serviced
lots
to
repay
construction
loans
and
other
obligations
of
the
Corporation
and
then
pay
the
remainder
to
the
holders
of
the
offering
debentures
and
Class
B
shares
by
paying
the
interest
and
principal
on
the
offering
debentures
and
by
declaring
a
dividend
or
dividends
on
the
Class
B
shares
and/or
winding
up
the
Corporation
and
distributing
its
assets
to
the
holders
of
the
Class
B
shares.
Distributions
by
the
Corporation
are
neither
guaranteed
nor
will
they
be
paid
in
a
steady
or
stable
stream.
The
amounts
and
timing
of
any
distributions
will
be
at
the
sole
discretion
of
the
Corporation
and
only
after
the
Corporation
has
paid
or
reserved
funds
for
its
expenses,
liabilities
and
commitments
(other
than
with
respect
to
the
offering
debentures),
including
(i)
the
fees
payable
to
Walton
Asset
Management
L.P.
(WAM)
and
Walton
Development
and
Management
L.P.
(WDM)
(including
the
performance
fee
see
note
9),
and
(ii)
any
amounts
outstanding,
on
a
phase
by
phase
basis,
under
the
construction
loans
required
to
develop
the
Properties.
The
performance
fee
is
only
payable
provided
that
the
investors
of
Units
in
the
Corporation
have
received
cash
payments
or
distributions
equal
to
$10.00
per
Unit,
plus
a
simple
cumulative
priority
return
thereon,
equal
to
8%
per
annum.
rd
th
The
registered
office
and
principal
place
of
business
is
23
floor,
605
5
Avenue
SW,
Calgary,
Alberta,
T2P
3H5.
These
financial
statements
were
authorized
for
issue
by
the
board
of
directors
on
March
26,
2012.
The
board
of
directors
have
the
power
to
amend
and
reissue
the
financial
statements.
30
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
2. Basis of Preparation
Statement of Compliance
These
financial
statements
have
been
prepared
in
full
compliance
with
International
Financial
Reporting
Standards
(IFRS)
and
using
accounting
policies
that
are
consistent
with
IFRS
as
issued
by
the
International
Accounting
Standards
Board
(IASB).
As
this
is
the
first
year
of
operations
of
the
Corporation,
these
financial
statements
have
also
been
prepared
in
accordance
with
IFRS
1:
First-time
Adoption
of
International
Financial
Reporting
Standards.
Basis of Presentation
The
Corporations
financial
statements
have
been
prepared
on
the
historical
cost
basis,
except
for
certain
financial
instruments
which
are
initially
measured
at
fair
value,
as
explained
in
the
accounting
policies
set
out
in
note
3.
The
statement
of
financial
position
have
been
prepared
using
a
liquidity
based
presentation
because
the
operating
cycle
of
the
Corporation
revolves
around
the
sale
of
land,
the
timing
of
which
is
uncertain.
As
a
result,
presentation
based
on
liquidity
is
considered
by
management
to
provide
information
that
is
more
reliable
and
relevant
to
the
users
of
the
financial
statements.
With
the
exception
of
land
development
costs
(see
note
4),
land
held
for
development
(see
note
5)
and
debentures
payable
(see
note
6),
all
assets
and
liabilities
are
current
in
nature
and
are
expected
to
be
settled
in
less
than
twelve
months.
3. Accounting Policies
Use of Estimates
The
preparation
of
financial
statements
in
conformity
with
IFRS
requires
management
to
make
estimates
and
assumptions
that
affect
the
reported
amounts
of
assets,
liabilities
and
equity,
the
disclosure
of
contingencies
at
the
date
of
the
financial
statements,
and
the
reported
amounts
of
revenue
and
expenses
during
the
period.
The
estimates
and
assumptions
that
have
the
most
significant
effect
on
the
amounts
recognized
in
the
Corporations
financial
statements
are
as
follows:
Recoverability
of
land
held
for
development
and
land
development
costs
In
assessing
the
recoverability
of
the
land
held
for
development
and
land
development
costs,
management
is
required
to
make
estimates
and
assumptions
regarding
the
sale
price
for
serviced
lots,
the
costs
to
service
the
lots,
the
timing
of
lot
sales,
the
completion
date
for
the
serviced
lots
and
the
Corporations
cost
of
capital.
Changes
in
these
estimates
and
assumptions
could
cause
the
amount
of
the
recovery
of
land
held
for
development
and
land
development
costs
to
differ
materially
from
the
carrying
amount
of
those
assets.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
31
32
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
Borrowing Costs
General
and
specific
borrowing
costs
directly
attributable
to
the
acquisition,
construction
or
production
of
qualifying
assets,
which
are
assets
that
necessarily
take
a
substantial
period
of
time
to
get
ready
for
their
intended
use
or
sale,
are
added
to
the
cost
of
those
assets,
until
such
time
as
the
assets
are
substantially
ready
for
their
intended
use
or
sale.
The
Corporation
considers
land
development
costs
and
land
held
for
development
to
be
qualifying
assets.
Investment
income
earned
on
the
temporary
investment
of
specific
borrowings
pending
their
expenditure
on
qualifying
assets
is
deducted
from
the
borrowing
costs
eligible
for
capitalization.
Financial Instruments
Financial
instruments
are
any
contract
that
gives
rise
to
a
financial
asset
of
one
party
and
a
financial
liability
or
equity
instrument
of
another
party.
Financial
assets
and
liabilities
are
recognized
when
the
company
becomes
a
party
to
the
contractual
provisions
of
the
instrument.
Financial
assets
are
derecognized
when
the
rights
to
receive
cash
flows
from
the
assets
have
been
transferred
and
the
company
has
transferred
substantially
all
risks
and
rewards
of
ownership.
Financial
liabilities
are
derecognized
when
the
obligation
specified
in
the
contract
is
discharged.
Financial
instruments
are
recognized
initially
at
fair
value,
which
is
the
amount
of
consideration
that
would
be
agreed
upon
in
an
arms
length
transaction
between
willing
parties.
Subsequent
measurement
depends
on
how
the
financial
instrument
has
been
classified.
Cash
and
other
receivable
are
classified
as
loans
and
receivables,
and
are
carried
at
amortized
cost
using
the
effective
interest
rate
method.
Debentures
payable,
interest
payable,
trade
payables
and
accrued
liabilities,
and
due
to
related
parties
have
been
classified
as
other
financial
liabilities
and
are
carried
at
amortized
cost
using
the
effective
interest
rate
method.
Debentures Payable
Debentures
payable
are
financial
liabilities
of
the
Corporation
and
are
carried
at
amortized
cost
using
the
effective
interest
rate
method.
Since
the
debentures
payable
were
initially
recognized
at
a
discount,
the
effective
interest
rate
on
the
debentures
payable
exceeds
the
stated
interest
rate
on
the
debentures.
Interest
is
calculated
on
the
carrying
amount
of
the
debentures
using
the
effective
interest
rate
and
is
allocated
to
interest
payable
based
on
the
stated
interest
rate,
with
the
balance
being
allocated
to
debentures
payable.
The
debentures
payable
issued
by
the
Corporation
are
extendable
at
the
option
of
the
Corporation
for
a
period
of
two
years.
This
extension
feature
is
a
loan
commitment
under
International
Accounting
Standard
39:
Recognition
and
Measurement
(IAS
39),
and
as
a
result,
no
asset
or
liability
has
been
recognized
is
respect
of
this
option.
Cash
Cash
includes
cash
in
the
Corporations
bank
account.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
33
Share Capital
Class
A
voting
common
shares
(Class
A
shares)
have
been
classified
as
equity
because
they
represent
residual
assets
of
the
entity
after
the
deduction
of
all
its
liabilities,
and
do
not
provide
the
holder
of
the
shares
with
the
right
to
put
t he
shares
back
to
the
Corporation.
Class
B
shares
issued
by
the
Corporation
have
been
classified
as
equity
because
the
shares
represent
a
residual
interest
in
the
Corporation
after
the
payment
of
all
liabilities
of
the
Corporation,
and
do
not
provide
the
holder
of
the
shares
with
the
right
to
put
the
shares
back
to
the
Corporation.
Costs
directly
attributable
to
the
issuance
of
such
shares
are
recognized
as
a
deduction
from
equity.
Revenue Recognition
Land
is
sold
by
way
of
an
agreement
of
purchase
and
sale.
Revenue
is
recognized
on
these
sales
once
the
agreement
is
duly
executed
and
delivered,
the
collection
of
sales
proceeds
is
reasonably
assured,
the
purchaser
can
commence
construction,
and
all
other
material
conditions
are
met,
including
a
deposit
of
not
less
than
20%.
Customer
deposits
received
for
purchases
of
lots
on
which
revenue
recognition
criteria
have
not
been
met
are
recorded
as
deferred
revenue.
The
Corporation
recognizes
interest
income
on
an
accrual
basis
in
the
period
when
it
is
earned.
Organizational Costs
Organizational
costs
represent
the
legal,
accounting,
audit,
printing,
filing,
transfer
agent
and
other
costs
incurred
by
the
Corporation
associated
with
the
IPO
and
Private
Placement.
These
costs
are
expensed
as
incurred.
34
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
Comprehensive Loss
Comprehensive
loss
consists
of
net
loss
and
other
comprehensive
loss
(OCL).
OCL
represents
changes
in
shareholders
equity
during
a
period
arising
from
transactions
and
other
events
with
non-owner
sources,
and
includes
exchange
differences
on
the
translation
of
financial
statements
into
the
presentation
currency,
and
changes
in
the
fair
value
of
the
effective
portion
of
cash
flow
hedging
instruments.
The
Corporation
did
not
have
any
OCL
during
the
period
ended
December
31,
2011.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
35
Planning
(note
9)
Land
development
Financing
Legal
Project
management
(note
8)
May 5,
2011
$
December 31,
2011
$
212,581
53,750
1,083,764
14,428
1,075
1,365,598
The
timing
of
sales
are
uncertain
because
it
is
dictated
by
the
timing
of
cash
receipts
by
the
Corporation,
which
is
influenced
by
factors
that
are
beyond
the
control
of
management,
such
as
market
demand
and
the
cash
flows
of
our
customers.
As
a
result,
while
a
portion
of
land
development
costs
could
be
current
in
nature,
it
is
not
possible
for
management
to
reasonably
estimate
the
portion
that
will
be
realized
within
the
next
twelve
months.
36
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
18,314,227
2,972,813
483,786
369,952
43,794
22,184,572
The
debentures
payable
issued
by
the
Corporation
bear
interest
at
a
rate
of
8%
per
annum.
Interest
is
calculated
based
on
the
face
value
of
the
debentures
payable
as
at
June
30
of
each
year,
and
is
payable
on
September
30.
The
following
table
reconciles
the
change
in
interest
payable
during
the
year:
796,643
796,643
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
37
7. Financial Instruments
The
Corporations
financial
instruments
consist
of
other
receivable,
cash,
debentures
payable,
interest
payable,
trade
payables
and
accrued
liabilities
and
due
to
related
parties.
With
the
exception
of
debentures
payable,
the
fair
value
of
these
financial
instruments
approximate
their
carrying
value
due
to
the
short-term
nature
of
these
items.
The
fair
value
of
debentures
payable
approximates
the
carrying
amount
because
the
interest
rate
on
the
debentures
approximates
the
interest
rate
on
debentures
issued
by
comparable
entities.
a.)
Risk
overview
The
Corporations
financial
instruments
and
the
nature
of
the
risks
to
which
they
may
be
subject
are
as
set
out
in
the
following
table.
Risk
Credit
X
X
Other
receivable
Cash
Debentures
payable
Interest
payable
Trade
payables
and
accrued
liabilities
Due
to
related
parties
b.) Credit
risk
Liquidity
X
X
Interest rate
Currency
X
X
X
X
Credit
risk
is
the
risk
that
one
party
to
a
financial
instrument
will
cause
a
financial
loss
for
the
other
party
by
failing
t o
discharge
an
obligation.
Credit
risk
arises
from
cash
held
with
banks
and
financial
institutions,
and
other
receivable.
While
the
maximum
exposure
to
credit
risk
is
equal
to
the
carrying
value
of
these
financial
instruments,
management
believes
the
Corporations
exposure
to
credit
risk
is
minimal
for
the
following
reasons:
Other
receivable
-
The
balance
of
receivables
outstanding
is
typically
not
material
and
is
settled
in
accordance
with
the
terms
of
contract.
The
balance
of
other
receivable
as
at
December
31,
2011
was
outstanding
less
than
90
days
and
considered
collectible
by
the
Corporation.
Exposure
to
credit
risk
relating
to
these
receivables
is
not
considered
significant.
Cash
-
Cash
is
on
deposit
with
a
major
financial
institution,
which
substantially
minimizes
its
exposure
to
credit
risk.
38
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
-
-
-
796,643
117,064
85,338
202,402
339,355
339,355
22,184,572
-
22,184,572
796,643
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
39
8. Project Debt
The
Corporation
has
a
$29.2
million
construction
loan
to
help
finance
Phase
1
of
the
project.
The
construction
loan
consists
of
a
$26.9
million
revolving
demand
loan,
and
$2.3
million
letter(s)
of
credit.
The
loan
facility
is
available
to
finance
the
construction
costs
for
Phase
1
of
the
project,
while
the
letters
of
credit
act
as
security
for
the
completion
of
certain
obligations
pursuant
to
the
development
agreements
which
will
be
signed
with
the
City
of
Edmonton.
This
letter
of
credit
typically
declines
as
the
Corporations
development
obligations
with
the
City
of
Edmonton
are
completed,
through
a
series
of
staged
reductions
over
a
period
of
time
and
are
ultimately
extinguished
when
the
municipality
has
issued
final
acceptance
certificates.
The
construction
loan
is
due
on
demand
and
bears
interest
at
a
rate
of
prime
+
1.25%,
however,
no
interest
is
payable
on
this
loan
until
the
interest
reserve
set
out
in
the
loan
agreement
is
fully
utilized.
The
lender
reserves
the
right
to
stop
advancing
from
the
interest
reserve
account
if
the
loan
is
not
in
good
standing.
The
construction
loan
is
partially
guaranteed
by
WIGI
and
is
also
secured
by
a
first
priority
security
interest
in
all
present
and
after
acquired
personal
property
of
the
Corporation,
a
floating
charge
over
all
of
the
Corporation's
present
and
after
acquired
real
and
other
property,
and
a
first
fixed
and
specific
demand
collateral
land
mortgage
over
the
Properties.
Walton
International
Group
Inc.
Walton
Asset
Management
L.P.
Walton
Development
and
Management
L.P.
Total
May 5,
2011
$
The
following
transactions
entered
into
between
the
related
parties
during
the
period
were
under
terms
and
conditions
agreed
upon
between
the
parties.
40
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
On
September
30,
2011,
WIGI
acquired
37,440
Units
of
the
Corporation
for
total
consideration
of
$374,400
through
the
Private
Placement.
On
October
12,
2011
WIGI
acquired
68,079
Units
in
exchange
for
its
ownership
interest
in
Parcel
C.
On
November
30,
2011,
WIGI
acquired
an
additional
52,060
Units
in
exchange
for
its
ownership
interest
in
Parcel
A
and
B.
In
accordance
with
the
terms
of
the
Walton
Contribution
Agreement
between
WIGI
and
the
Corporation,
the
Units
issued
to
WIGI
were
issued
at
a
price
of
$9.475
per
Unit,
being
the
$10/Unit
issue
price
paid
by
the
Corporations
unitholders,
less
the
$0.525
in
selling
commissions
which
neither
WIGI
nor
the
Corporation
was
obliged
to
pay
as
part
of
the
land
for
Unit
exchange.
As
a
result
of
the
transactions
noted
above,
WIGI
owns
approximately
5.1%
of
the
outstanding
Units
of
the
Corporation.
As
at
December
31,
2011,
the
Corporation
owed
WIGI
$267,477.
This
was
comprised
of
land
development
costs
and
other
costs
of
the
Corporation
which
were
initially
funded
by
WIGI
on
behalf
of
the
Corporation
but
are
reimbursable
by
the
Corporation.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
41
On
May
5,
2011,
the
Corporation
issued
to
1389211
Alberta
Ltd.
100
Class
A
shares
for
total
consideration
of
$100.
Three months
For the period from
ended May 5, 2011 to
December 31, 2011
December 31, 2011
$
$
Director fees
13,032
34,339
All
services
performed
for
the
Corporation
by
its
executive
officers
are
governed
by
the
Management
Services
Agreement.
The
annual
management
fee
that
WAM
receives
under
the
Management
Services
Agreement
has
been
disclosed
above.
42
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
May 5, 2011
Number of
Amount
shares
$
Class A shares
100
100
100
100
Class B shares
3,000,000
7,500,000
120,139
284,579
(404,320)
3,120,239
7,380,359
100
100
All
Class
A
shares
of
the
Corporation
are
held
by
1389211
Alberta
Ltd.,
which
is
a
related
party
of
the
Corporation
by
virtue
of
common
management.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
43
Current tax
44
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
205,127
205,127
period from
For the
May 5, 2011 to
December 31, 2011
$
(767,116)
25%
(191,779)
112,500
(28,204)
(97,644)
(205,127)
Deferred
income
tax
assets
are
a
result
of
temporary
differences
between
the
carrying
amount
of
assets
and
liabilities
in
the
financial
statements
and
their
carrying
amount
for
income
tax
purposes,
as
well
as
the
recognition
of
tax
losses
for
the
period
from
May
5,
2011
to
December
31,
2011.
The
deferred
income
tax
recovery
recognized
by
the
Corporation
during
the
period
and
its
impact
on
the
deferred
income
tax
asset
is
as
follows:
97,644
107,483
205,127
205,127
As
outlined
in
the
Corporations
accounting
policies
(note
3),
deferred
income
tax
assets
are
recognized
only
to
the
extent
that
it
is
probable
that
future
taxable
profit
will
be
available
against
which
temporary
differences
and
prior
year
tax
losses
can
be
utilized.
The
nature
of
the
Corporations
business
is
such
that
until
the
sale
of
lots
commences,
any
revenue
generated
by
the
Corporation
is
not
significant.
Management
feels
that
based
on
the
level
of
commitments
received
for
the
purchase
of
serviced
lots
and
the
anticipated
costs
required
to
complete
the
development
of
those
serviced
lots,
the
Corporation
will
be
able
to
recover
the
tax
losses
from
the
period
May
5,
2011
to
December
31,
2011
before
the
expiry
date
of
the
tax
losses.
The
full
amount
of
the
deferred
tax
asset
is
non-current
because
it
is
not
expected
to
be
recovered
within
twelve
months.
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
45
12. Commitments
The
following
table
presents
future
commitments
of
the
Corporation
under
the
Management
Services
and
Agreement
(note
9)
over
the
next
five
years.
It
does
not
include
the
performance
fee
payable
to
WAM
under
the
Management
Services
Agreement,
which
is
determined
at
the
time
land
sales
are
completed.
Servicing fee
$
2012
2013
2014
2015
2016
Management fee
$
Total
$
139,664
139,664
139,664
139,664
69,832
581,060
581,060
581,060
581,060
290,530
720,724
720,724
720,724
720,724
360,362
628,488
2,614,770
3,243,258
The
commitment
for
the
management
fee
will
extend
for
the
length
of
the
project,
however,
after
June
30,
2016,
it
is
calculated
based
on
the
book
value
of
the
Properties
at
the
end
of
the
previous
calendar
quarter,
which
cannot
be
reasonably
estimated
at
this
time.
Of
the
gross
proceeds
raised
under
the
IPO
and
Private
Placement,
approximately
9.1%
($2.7
million)
was
set
aside
by
the
Corporation
to
pay
for
its
ongoing
administrative
and
operating
expenses,
management
fee,
development
fee,
pre-development
costs,
grading
costs,
construction
costs
and
other
expenses
of
the
Corporation.
As
at
December
31,
2011,
the
Corporation
had
total
cash
on
hand
of
$2,074,371.
ii.) The
Corporation
has
a
construction
loan
to
help
finance
Phase
1
of
the
project.
The
construction
loan
consists
of
a
$26.9
million
non-revolving
loan
facility
and
$2.3
million
letter(s)
of
credit.
This
loan
is
partially
guaranteed
by
WIGI,
which
is
required
to
maintain
a
minimum
level
of
net
worth
stated
in
the
borrowing
agreement.
The
total
amount
drawn
on
the
construction
loan
at
December
31,
2011
was
$nil
(May
5,
2011
-
$nil).
It
is
anticipated
that
further
construction
loans
will
be
required
to
fund
the
costs
of
development
for
Phase
2,
3
and
4
of
the
project.
Management
regularly
reviews
the
levels
of
its
capital
resources
to
determine
if
sufficient
cash
is
available
to
fund
the
ongoing
costs
of
the
Corporation
over
the
next
twelve
months.
As
at
December
31,
2011,
sufficient
capital
exists
to
fund
the
Corporations
activities
for
at
least
the
next
12
months.
WIGI
monitors,
on
a
monthly
basis,
its
net
worth
to
ensure
compliance
with
its
obligations
as
a
guarantor.
As
at
December
31,
2011,
WIGI
was
in
compliance
with
this
requirement,
and
foresees
no
circumstances
or
conditions
which
may
be
reasonably
likely
to
cause
WIGI
to
be
offside
with
its
obligations
as
guarantor
over
the
next
12
months.
The
Corporation
is
not
subject
to
any
externally
imposed
financial
covenants.
46
2011 Annual Report Walton Edgemont Development Corporation Notes to Financial Statements
Notes
47
Notes
48
is a registered exempt market securities dealer which distributed units for Walton Edgemont Development Corporation.
49
Jon N. Hagan
Director
Walton Edgemont
Development Corporation
Clifford H. Fryers
Director
Walton Edgemont
Development Corporation
Richard Singleton
Director
Walton Edgemont
Development Corporation
50
Corporate Secretary
Walton Edgemont
Development Corporation
51
Toronto
Suite #100, 20 Carlson Court
Toronto, Ontario, Canada M9W 7K6
Main: +1.416.365.2790
Fax: +1.416.860.9962
Auditor
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