Unaudited Financial Statements of WESTFIELD REAL ESTATE INVESTMENT TRUST Period from January 1, 2005 to March 31, 2005
BALANCE SHEET Assets March 31 2005 (unaudited) December 31 2004 (audited) Income-producing property (note 4) $ 15,559,809 $ 6,413,063 Deferred financing costs, net of amortization of $9,118 125,854 47,837 Deposits on income-producing properties 110,292 267,500 Prepaid expenses 44,475 42,348 Rents receivable 1,915 10,388 Cash 964,786 3,269,890 Other assets (note 5) 3,189,007 1,228,513 Liabilities and Unitholders' Equity $ 19,996,138 $ 11,279,539 Liabilities: Long-term debt (note 6) 13,523,590 6,043,348 Security deposits and prepaid rent 79,000 72,404 Accounts payable and other liabilities (note 7) 973,535 231,242 14,576,125 6,346,994 Unitholders' equity: Capital contributions (note 8) 5,702,577 4,886,162 Contributed surplus (note 8) 40,000 43,600 Equity component of convertible debentures (note 6) 61,730 145,000 Deficit (384,294) (142,217) 5,420,013 4,932,545 Subsequent events (notes 11) $ 19,996,138 $ 11,279,539 See accompanying notes to financial statements. On behalf of the Board: (Signed) Armin Martens Director (Signed) Edward Warkentin Director
STATEMENT OF OPERATIONS AND DEFICIT January 1 to March 31 2005 (unaudited) December 18 to March 31 2004 (audited) Revenue $ 514,670 $ 538 Property operating expenses 132,358-382,312 538 Interest on long-term debt 168,648 - Operating income 213,664 538 Expenses: Corporate 50,787 11,495 Amortization 234,071-284,858 11,495 Loss before income taxes (71,194) (10,957) Current income taxes - - Loss for the period (71,194) (10,957) Deficit, beginning of period (142,217) - (213,411) (10,957) Distributions or dividends paid and payable to unit- or share-holders 170,883 - Deficit, end of period (384,294) $ (10,957) Basic and diluted loss per unit (0.004) (0.008) Weighted average number of units outstanding Basic 17,114,705 1,457,143 Fully diluted 17,182,165 1,457,143 See accompanying notes to financial statements.
STATEMENT OF CASH FLOWS Cash provided by (used in): January 1 to March 31 2005 (unaudited) December 18 to March 31 2004 (audited) Operating activities: Loss for the period (71,194) (10,957) Adjustments for: Amortization: Income-producing property 120,592 Office equipment 211 Above market leases 2,425 Acquired in-place leases 106,145 Customer relationships 4,387 Deferred financing costs 2,736 Below market leases (22,013) Accretion on debt component of convertible debentures 3,332 Unit- or stock-based compensation expense - 10,000 Change in the following: Rents receivable 8,473 Other receivables - (3,536) Prepaid expenses (2,127) (3,749) Accounts payable and accrued liabilities 138,685 1,587 Security deposits and prepaid rent 6,596 $ 298,248 $ (6,655) Investing activities: Acquisition of income-producing property, net of related debt of $ (note 3) (2,955,380) Purchase of office equipment - Deferred financing costs (80,752) Deposits on income-producing property 157,208 (100,000) (2,878,924) (100,000) Financing activities: Issuance of shares and units, net of issue costs of $500 488,003 229,231 Issuance of convertible debentures Dividends paid and payable (170,883) Repayment of mortgage payable (41,548) Non-cash portion of share issue costs arising from issue of broker warrants - 275,572 229,231 Increase (decrease) in cash for period (2,305,104) 122,576 Cash and equivalents on hand, beginning of period 3,269,890 - Cash and equivalents on hand, end of period $ 964,786 $ 122,576 Supplementary cash flow information: Interest paid $ 168,648 $ - Interest received 6,517 538 See accompanying notes to financial statements.
1. Organization: Westfield Real Estate Investment Trust (the REIT ) is a closed-end real estate investment trust established under the laws of the province of Manitoba pursuant to a Declaration of Trust dated November 8, 2004. The REIT entered into a plan of arrangement (the Arrangement) on December 20, 2004 whereby Westfield Properties Ltd. was continued as the REIT and all of Westfield Properties Ltd. s common shares were exchange for a similar number of REIT units. Westfield Properties Ltd. was incorporated under the Canada Business Corporation Act on December 18, 2003. The company s common shares were listed for trading on the TSX Venture Exchange on February 14, 2004 as a Capital Pool Corporation. The company completed its qualifying transaction on June 1, 2004 and was approved as a Tier 2 real estate issuer on the TSX Venture exchange. 2. Significant accounting policies: (a) Basis of presentation: The REIT is considered to be a continuation of Westfield Properties Ltd. following the continuity of interest method of accounting. As a result, these financial statements reflect a continuation of Westfield Properties Ltd with the results of Westfield Properties Ltd. from December 18, 2003 to December 20, 2004 and the REIT from that date forward. (b) Income-producing property: Income-producing property includes tangible and intangible assets. Tangible assets include land, buildings, parking lot and improvements. Intangible assets include the value of tenant rents in in-place lease agreements, the value of the differential between original and market rents for in-place leases and the value of customer relationships. Income-producing property is carried at cost less accumulated amortization. If events or circumstances indicate that the carrying value of the income-producing property may be impaired, a recoverability analysis is performed based upon estimated undiscounted cash flows to be generated from the income-producing property. If the analysis indicates that the carrying value is not recoverable from future cash flows, the income-producing property is written-down to estimated fair value and an impairment loss is recognized.
The REIT has adopted the EIC Abstract 140, Accounting for Operating Leases Acquired in Either an Asset Acquisition or a Business Combination. This standard requires that where an enterprise acquires real estate in either an asset acquisition or a business combination, a portion of the purchase price should be allocated to in-place operating lease intangible assets, based on their fair value, acquired in connection with the real estate property. This standard also requires a portion of the purchase price to be allocated to customer relationship intangible assets, based on the fair value relating to the probability or possibility that the existing tenants will renew their leases. The adoption of this standard has given rise to intangible assets and liabilities, which are amortized using the straight-line method over the terms of the tenant lease agreements and non-cancelable renewal periods, where applicable. In the event a tenant vacates its leased space prior to the contractual termination of the lease and rental payments are not being made, any unamortized balance of the intangible asset or liability will be written-off. Amortization on income-producing assets and other assets is provided on the following basis and rates: Asset Basis Rate/years Building Straight-line 40 Improvements Straight-line Remaining term of lease agreement and renewal periods where applicable Parking lot Straight-line 20 Office equipment Straight-line 5 In-place operating leases Straight-line Remaining term of lease agreement and renewal periods where applicable Customer relationships Straight-line Remaining term of lease agreement and renewal periods where applicable (c) Deferred financing costs: Deferred financing costs represent costs incurred relating to the issuance of the convertible debentures and the financing by way of mortgage or vendor take-back loans related to the REIT s income-producing properties. Amortization is provided on a straight-line basis, over the term of the related debt. (d) Revenue recognition: Revenue from income-producing properties includes rents earned from tenants under lease agreements, percentage rent, realty tax and operating costs recoveries and other incidental income and is recognized as revenue over the term of the underlying leases. All rent steps in lease agreements are accounted for on a straight-line basis over the term of
the respective leases. Percentage rent is not recognized until a tenant is obligated to pay such rent. (e) Earnings per unit: Basic earnings (loss) per unit is computed by dividing net earnings (loss) by the weighted average units outstanding during the reporting period. Diluted earnings (loss) per unit is calculated based on the weighted average number of units outstanding during the period, plus the effect of dilutive unit equivalents such as options. The diluted per unit amounts are calculated using the treasury stock method, as if all the unit equivalents where average market price exceeds issue price had been exercised at the beginning of the reporting period, or the period of issue, as the case may be, and that the funds obtained thereby were used to purchase units of the REIT at the average trading price of the units during the period. (f) Unit-based compensation: The REIT accounts for unit options issued under its unit option plan using the fair value method. Under this method, compensation expense is measured at fair value at the grant date using the Black-Scholes option pricing model and recognized over the vesting period. (g) Income taxes: The REIT is a closed-end real estate investment trust created by a Declaration of Trust. The REIT will be taxed as a mutual fund trust for income tax purposes. Pursuant to the terms of the Declaration of Trust, the REIT intends to make distributions not less than the amount necessary to ensure that the REIT will not be liable to pay income taxes. (h) Use of estimates: The preparation of financial statements 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 date of the financial statements and the reported amounts of revenues and expenses during the year. Actual results could differ from those estimates.
3. Acquisitions: On February 1, 2005 the company completed the purchase of a commercial real estate property in Saskatoon, Saskatchewan. On February 2, 2005 the company purchased a second commercial property located in Regina, Saskatchewan. The net assets acquired including acquisition costs of $225,380 were as follows: January 1 to March 31 2005 (unaudited) December 18 to March 31 2004 (audited) Land $ 3,937,615 $ - Building 4,278,493 - Parking lot 220,000 - Improvements 831,230 - In-place leases 1,962,160 - Above-market rent leases 14,787 - Customer relationships 96,715 - Below-market rent leases (625,621) - Assumption of mortgage (7,760,000) - Total purchase price paid in cash $ 2,955,379 $ - 4. Income-producing property: Cost Accumulated amortization Net Book Net Book Value Value at March at December 31 2005 31 2004 (unaudited) (audited) Land $ 5,137,615 $ - $ 5,137,615 $ 1,200,000 Building 8,096,368 97,366 7,999,002 3,762,198 Improvements 2,256,570 147,378 2,109,192 1,353,782 Parking lot 320,000 6,000 314,000 97,083 $ 15,810,553 $ 250,744 $ 15,559,809 $ 6,413,063
5. Other assets: Cost Accumulated amortization Net Book Net Book Value Value at March at December 31 2005 31 2004 (unaudited) (audited) Acquired in-place leases $ 3,173,154 $ 167,438 $ 3,005,716 $ 1,149,701 Above-market rent leases 75,055 5,256 69,799 57,437 Customer relationships 115,077 5,250 109,827 17,499 Office equipment 4,213 548 3,665 3,876 $ 3,367,499 $ 178,492 $ 3,189,007 $ 1,228,513 6. Long-term debt: Mortgage payable 6.176%, repayable in principal and interest instalments of $37,230 monthly, due December 1, 2008, secured by the Calgary property $ 5,598,500 Vendor take-back loans at 6% interest, repayable in principal and interest installments of $49,600 ($12,800 and $36,600) monthly, secured by the Saskatchewan properties 7,744,528 Convertible debentures, 8%, due May 27, 2009, floating charge over all assets of the REIT second to mortgage 180,563 $ 13,523,590 Principal payment requirements on the mortgage payable are as follows: Year ended December 31, 2005 $ 81,058 Year ended December 31, 2006 113,993 Year ended December 31, 2007 121,142 Year ended December 31, 2008 5,282,307 $ 5,598,500 Title to Saskatoon property is held in escrow pending satisfaction of the outstanding vendor loan. Under the terms of the Purchase Agreement, payment of the vendor loan and the subsequent release of title from escrow may occur any time up to, but must be concluded by, November 1st, 2005.
Subsequent to the date of this statement, the vendor loan on the Regina property was satisfied using proceeds of a new mortgage on the property. The mortgage bears an interest rate of 5.74% repayable in monthly installments of $35,967 (principal and interest) and matures April 1, 2015. In conjunction with its initial offering, the REIT issued debentures in the amount of $552,000. that are convertible into units of the REIT by the holder at $0.35 to May 27, 2005, at $0.40 to May 27, 2006, at $0.45 to May 27, 2007, at $0.50 to May 27, 2008 and at $0.55 to May 27, 2009. The REIT can force the holders to redeem convertible debentures for cash consideration after May 27, 2006 if the units of the REIT trade for 30 consecutive dates above the conversion price. The convertible debentures are compound financial instruments and the proceeds of the offering, at the time of issue, were allocated between a liability and equity component in the amount of $407,000 and $145,000, respectively. The equity component reflects the equity value of the conversion option embedded in the convertible debentures. Using a five-year term, the liability portion of the debentures at the date of issuance represents the present value of the mandatory cash payments of interest plus the present value of the principal amount due under the terms of the debentures discounted at 16%, being the rate of interest that would be applicable to a debt-only instrument of comparable term and risk. The equity component, which represents the value ascribed to the shares issued, is calculated as the difference between the amount issued and the liability component. Interest expense is determined by applying the discount rate against the outstanding liability component of the debentures. The difference between actual interest payments and interest expense is treated as an addition to the debt component of the debentures. Interest of $3,331 was recorded to the liability component in the period ended March 31, 2005. In the current period $317,000 debentures converted at $0.35 per unit. After the current period s conversion, the balance of the liability and equity components are $180,563 and $61,730, respectively. 7. Accounts payable and other liabilities: March 31 2005 (unaudited) December 31 2004 (audited) Accounts payable and accrued liabilities $ 289,477 $ 150,792 Below-market leases, net of amortization of $25,638 658,517 54,909 Income taxes payable 25,541 25,541 $ 973,535 $ 231,242
8. Capital contributions: (a) Authorized: The REIT may issue an unlimited number of units pursuant to the Declaration of Trust. Each unit represents an equal fractional undivided beneficial interest in any distributions from the REIT and in the net assets in the event of termination or wind-up of the REIT. All units are of the same class with equal rights and privileges. (b) Issued: Units Number of units Amount Balance at December 31, 2004 16,211,980 $ 4,886,162 Private placement, net of issue costs of $46,111 1,335,286 488,003 Conversion of Debentures ($317,000) 905,714 324,812 Balance at March 31, 2005 18,452,980 $ 5,698,977 The initial 1,000,000 common shares issued by the REIT are held in escrow. The first 100,000 of these were released in connection with the qualifying transaction and a further 150,000 were released in December 2004. The balance will be released in future periods in accordance with the escrow agreement. The REIT declared distributions to unitholders of record on January 31, February 28 and March 31 of $0.0033 per unit. Distributions of $109,988 were paid in the period and $60,895 remained payable as at March 31, 2005. (c) Unit options: The REIT has a unit option plan which is administered by the Board of Trustees of the REIT with stock options granted to trustees, management, employees and consultants as a form of compensation. The total number of units reserved under option for issuance may not exceed 10% of the units outstanding. Unit options in the amount of 1,500,000 options were granted on December 20, 2004 by the REIT at an exercise price of $0.40 per unit expiring December 20, 2009. These options are exercisable upon granting.
A summary of the REIT s unit options are as follows: Units Weighted average exercise price Options granted and exercisable at December 31, 2004 1,500,000 $.40 Exercised in the period - Options granted and exercisable, March 31, 2005 1,500,000 Options outstanding at March 31, 2005 consist of the following: Weighted average Options outstanding Exercise Number remaining weighted average Number price outstanding contractual life exercise price exercisable $.40 1,500,000 5 years $.40 1,500,000 The compensation expense related to stock options granted under the stock option plan during 2004 aggregated $10,000. The compensation expense was determined based on the fair value of the options at the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions: Expected option life 5 years Risk-free interest rate 3.5% Dividend yield Expected volatility 20% The cost of stock-based payments that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. For awards that vest at the end of the vesting period, compensation cost is recognized on a straight-line basis over the vesting period. For awards that vest on a graded basis, compensation cost is recognized on a pro rata basis over the vesting period.
(d) Warrants: The agent was issued broker warrants in connection with the private placement entitling the agent to acquire 422,729 common shares at $0.35 per share. The broker warrants expire November 27, 2005. There have been 2,860 broker warrants exercised to March 31, 2005. Share issue costs of $3,600 were recorded to reflect the value of these warrants. The value of the compensation was determined using the Black-Scholes option pricing model with the following weighted average assumptions. Expected option life 1.5 years Risk-free interest rate 3.5% Dividend yield Expected volatility 20% In connection with the private placement, the company issued 5,284,120 warrants with the fair value of the consideration received allocated to the common shares issued. Each warrant entitles the holder to acquire one common share at a price of $0.40 per share. The warrants expire May 27, 2005. There have been no warrants exercised to March 31, 2005. Supplemental certificates were issued on December 20, 2004 allowing the warrant holders to purchase units of the REIT on the same terms and conditions as the original warrants. (e) Weighted average units: The weighted average number of units outstanding for the three month period ended March 31, 2005 is 17,114,705. Fully diluted units outstanding for the three month period ended March 31, 2005 is 17,145,973. 9. Related party transactions: During the period ended March 31, 2005, the REIT incurred legal fees in the amount of $48,856 with a law firm associated with a Trustee of the REIT in connection with the private placement and the property acquisitions in Saskatchewan. In connection with its qualifying transaction, the company entered into an Administration Agreement with Marwest Management Canada Ltd. ( Marwest ). Marwest is owned and controlled by certain directors and officers of the company. Marwest was initially paid a fee of $1,000 per month per property owned by the company to administer the assets of the company.
This Administration Agreement remained in place until February 2005 when it was replaced with an Asset Management Agreement, whereby fees were adjusted to an annual advisory fee payable quarterly equal to 0.25 percent of the adjusted cost base of Westfield's assets. The agreement also contemplates an acquisition fee equal to 0.35 percent of the cost of the property acquired, a disposition fee equal to 0.35 percent of the total sale price of the property sold, a disposition fee equal to 2.5 percent of the total sale price of property by Westfield which is initiated by Westfield s trustees independent of the related company and a financing coordination fee of 0.25 percent of the principal amount borrowed by Westfield. Under the terms of these agreements, the REIT incurred $34,282 of administration fees. Effective February 1, 2005, Westfield entered into a Property Management Agreement with Marwest. Marwest will act as the general property manager for Westfield s properties and be entitled to management fees, leasing renewal commissions and tenant improvement fees at commercially reasonable rates. These transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. 10. Financial instruments: (a) Fair values: The carrying values of cash, rents receivable, deposit on income-producing property, security deposits and prepaid rent, and accounts payable approximate their fair value due to the relatively short periods to maturity of these items. The fair value of the company s mortgage payable approximates its carrying value as the terms and conditions of the borrowing arrangements are comparable to current market terms and conditions. It is not practicable to determine the fair value of the convertible debenture due to the limited amount of comparable market information available. (b) Credit risk: The company s financial assets that are exposed to credit risk consist primarily of rent receivables and assets relating to tenants as they may experience financial difficulty and be unable to fulfill their lease commitments. Concentration of credit risk is limited due to the
thorough credit assessments conducted in respect to all new leasing and when the acquisition occurred. The company mitigates the risk of credit loss by ensuring that all its tenants are credit worthy through their credit assessment and due diligence process. 11. Subsequent events: In April and May of 2005, the REIT declared cash distributions of 0.33 cents per unit payable to unitholders of record on the last day of each month. On April 5, 2005, the vendor loan on the Regina property was satisfied using proceeds of a new mortgage on the property. The mortgage bears an interest rate of 5.74% repayable in monthly installments of $35,967 (principal and interest) and matures April 1, 2015. In May of 2005, 448,328 of the warrants expiring May 27, 2005 were exercised at a price of $0.40 and 448,328 units were issued.