2007 annual report aveiro investment corp. - First West Properties
2007 annual report aveiro investment corp. - First West Properties
2007 annual report aveiro investment corp. - First West Properties
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AVEIRO INVESTMENT CORP.<br />
<strong>2007</strong> ANNUAL REPORT
ASSETS LETHBRIDGE<br />
About Lethbridge:<br />
• Closer to U.S. markets than<br />
any major city in Alberta.<br />
• One hour from major Port of<br />
Entry at Coutts/Sweetgrass.<br />
• Local trading area of<br />
approximately 27,000.<br />
• Recently ranked 10th out of<br />
128 cities in nine industrialized<br />
countries for lowest cost of<br />
doing business.<br />
110,200 SQUARE FOOT INDUSTRIAL WAREHOUSE IN NORTH LETHBRIDGE INDUSTRIAL PARK, LETHBRIDGE, ALBERTA
CHAIRMAN’S LETTER<br />
DEAR FELLOW SHAREHOLDERS:<br />
It is a pleasure to present to you Aveiro Investment Corp.’s fi rst<br />
<strong>annual</strong> <strong>report</strong>, covering our fi rst year of operations as a real estate<br />
<strong>investment</strong> company. Our company has grown signifi cantly since<br />
we launched it last year, both in terms of its real estate assets<br />
owned and market capitalization, and in the depth of the people<br />
who manage it.<br />
Harold Kunik and I created Aveiro to own real estate in an area of<br />
North America where the economy is expected to outperform the<br />
rest of the continent in the foreseeable future.<br />
We have chosen to acquire real estate in western Canada because<br />
we believe the commodities that are found throughout the western<br />
provinces are in the early stages of a long-term uptrend. Strong<br />
commodity prices are already contributing to unprecedented<br />
economic growth across British Columbia, Alberta, Saskatchewan<br />
and Manitoba.<br />
Aveiro gives you the opportunity to own well-managed real estate<br />
assets in these strong economies.<br />
Our objective as a company is to increase shareholder value by<br />
acquiring real estate assets that provide both sustainable and<br />
growing free cash fl ow per share. We are doing this by building<br />
a portfolio of primarily income-producing real estate assets in<br />
secondary markets in <strong>West</strong>ern Canada.<br />
Before becoming an Aveiro shareholder, you may have<br />
only invested in real estate directly and not through share<br />
ownership of a real estate <strong>investment</strong> company, but it’s really not<br />
that different.<br />
You, like most Canadians, will probably rank your primary<br />
residence as your single best <strong>investment</strong>. It is also probably<br />
the <strong>investment</strong> that you have owned the longest, resisting the<br />
temptation to immediately stick a “for sale” sign on the lawn when<br />
your neighbor sells his house for more than you paid for yours.<br />
When you do sell, you sell carefully and for compelling reasons.<br />
And this thoughtful approach to investing has most likely paid off<br />
in outstanding long-term results.<br />
In his company’s Owner’s Manual, Warren Buffet describes how<br />
he would like Berkshire Hathaway’s shareholders to think about<br />
their shares:<br />
“[I] hope that you do not think of yourself as merely owning a piece<br />
of paper whose price wiggles around daily and that is a candidate<br />
for sale when some economic or political event makes you<br />
nervous. We hope you instead visualize yourself as a part owner<br />
of a business that you expect to stay with indefi nitely, much as you<br />
might if you owned a farm or apartment house in partnership with<br />
members of your family. For our part, we do not view Berkshire<br />
shareholders as faceless members of an ever-shifting crowd, but<br />
rather as co-venturers who have entrusted their funds to us for<br />
what may well turn out to be the remainder of their lives.”<br />
We hope you will think about your <strong>investment</strong> in Aveiro the<br />
same way: as the beginning of a long-term relationship, with<br />
like-minded co-venturers.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report |<br />
3
CHAIRMAN’S LETTER<br />
Later in this <strong>annual</strong> <strong>report</strong>, you will fi nd a discussion of our<br />
fi rst-year milestones and management’s discussion and analysis<br />
of Aveiro’s fi nancial statements. Together, these will provide you<br />
with an in-depth understanding of Aveiro’s business and the real<br />
estate we now own. Our approach is to be candid in our <strong>report</strong>ing<br />
to you: we want you to know all the material facts that we would<br />
want to know if our positions were reversed. We owe you no less.<br />
Finally, I would like to thank Harold for his superb execution of the<br />
role of president which he held from August 2006 until September<br />
of this year when Eric Wesling was appointed. One of Harold’s<br />
objectives when he took on the role was to work himself out of<br />
the position by building the company in a manner that allowed<br />
us to attract a real estate professional with deep subject matter<br />
expertise and experience in a high growth real estate <strong>investment</strong><br />
company. I think that we have done that with Eric.<br />
4 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
I hope that you fi nd our <strong>annual</strong> <strong>report</strong> informative and useful.<br />
We are pleased to welcome all of you as fellow shareholders of<br />
Aveiro, we thank you for trusting us with your capital, and we look<br />
forward to an exciting and prosperous future together.<br />
John Mackay<br />
CHAIRMAN OF THE BOARD
ASSETS SASKATOON<br />
TOTAL OF APPROXIMATELY 21,000 SQUARE FEET ON 2.45 ACRES OF LAND, SASKATOON, SASKATCHEWAN
THE CONTEXT: WESTERN CANADA TODAY<br />
UNPRECEDENTED ECONOMIC GROWTH<br />
<strong>West</strong>ern Canada is rich in resources: uranium, diamonds, potash,<br />
copper and zinc. It’s also rich in agriculture and it’s rich in oil.<br />
Virtually all of these commodities are currently fetching record prices<br />
and helping to fuel unprecedented economic growth:<br />
• “ Canada has two economies: in the East,<br />
a somewhat fragile economy that’s more<br />
susceptible to global competitive pressures,<br />
and in the <strong>West</strong>, a resource-based,<br />
boom times economy.”<br />
(David Herle, Globe and Mail, September 17, <strong>2007</strong>)<br />
• “ Alberta and Saskatchewan’s provincial<br />
economies are booming because of<br />
strong prices for oil, minerals and<br />
agricultural commodities.”<br />
(The Canadian Press, September 20, <strong>2007</strong>)<br />
• “ The seven fastest-growing metropolitan<br />
economies this year are all located in<br />
the <strong>West</strong>.”<br />
(Conference Board of Canada, September <strong>2007</strong>)<br />
6 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
ALBERTA’S OIL SANDS<br />
The largest oil sands<br />
deposits outside of Saudi<br />
Arabia are located in the<br />
Province of Alberta.<br />
Time Magazine has<br />
described these deposits<br />
as “Canada’s greatest<br />
buried energy treasure”<br />
and said they “could<br />
satisfy the world’s<br />
demand for petroleum<br />
for the next century.”<br />
• “ Statistics Canada attributed the [Canadian] construction boom to<br />
the dynamic economy in <strong>West</strong>ern Canada….” (CBC News, July 2006)<br />
• “ Recent real economic growth in the four western provinces<br />
exceeds the Canadian average” (<strong>West</strong>ern Economic Diversifi cation<br />
Canada, 2006), which is already exceptionally high: “Canada’s real<br />
GDP growth rates in the last 10 years were the highest among the<br />
G7 countries.” (Japan Credit Rating Agency Ltd, August 13, <strong>2007</strong>)<br />
CORPORATE PROFILE<br />
Aveiro Investment Corp.<br />
Based in Alberta, Aveiro Investment Corp. is a<br />
real estate <strong>investment</strong> company established to<br />
take advantage of real estate opportunities in the<br />
secondary markets of <strong>West</strong>ern Canada, which<br />
means the markets outside the major cities of<br />
Vancouver, Calgary and Edmonton.<br />
Our primary focus is to acquire high-quality<br />
commercial, industrial, retail, offi ce and mixeduse<br />
properties with high-quality tenants already<br />
in place, in centres where we anticipate strong<br />
economic growth and where the opportunity exists<br />
to lease or re-lease at current market rents. In<br />
those same centres, we are also working to fi nd<br />
high-quality non-income producing assets (bare<br />
land) where we believe we will be able to increase<br />
the value of the land.<br />
In <strong>2007</strong>, we began to build our portfolio of real<br />
estate assets in three small but signifi cant centres:<br />
Airdrie and Lethbridge, Alberta, and Saskatoon,<br />
Saskatchewan. Future acquisitions will focus on<br />
these and other secondary markets in Alberta,<br />
British Columbia, Saskatchewan and Manitoba.
ASSETS AIRDRIE<br />
77 ACRES OF UNDEVELOPED LAND (CURRENTLY ZONED “LIGHT INDUSTRIAL”) IN AIRDRIE, ALBERTA<br />
About Airdrie:<br />
• Located along Alberta’s<br />
key economic corridor,<br />
between Calgary<br />
and Edmonton.<br />
• 20 million vehicles pass<br />
through Airdrie every year.<br />
• Grew by 32.8 per cent over<br />
the past 5 years (Calgary<br />
grew by only 8 per cent in<br />
the same period.)<br />
• 29,000 residents, but<br />
clear access to Calgary’s<br />
population of more<br />
than 1 million.<br />
• Airdrie’s industrial taxes<br />
are 30 per cent lower<br />
than Calgary’s.
EXPERIENCE AND EXPERTISE<br />
The Aveiro team is a group of real estate and business<br />
professionals with proven track records and the skills necessary<br />
to build a substantial, and profi table, real estate portfolio in<br />
<strong>West</strong>ern Canada.<br />
TEAM MEMBERS<br />
THE AVEIRO TEAM<br />
Eric Wesling, President<br />
Eric Wesling joined Aveiro as Executive Vice-President,<br />
Real Estate, in February <strong>2007</strong>; he was appointed President in<br />
September <strong>2007</strong>.<br />
Eric is a real estate professional with 25 years’ experience in<br />
acquiring, managing and developing real estate across Canada.<br />
8 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
SENIOR MANAGEMENT TEAM Eric Wesling, John Mackay, Harold Kunik<br />
He spent 18 years with Oxford <strong>Properties</strong> Group Inc., taking on the<br />
position of Senior Vice-President, <strong>West</strong>ern Canada before forming<br />
his own real estate consulting practice in 1998.<br />
While at Oxford <strong>Properties</strong> Group Inc., Eric was responsible for<br />
the company’s acquisition of such major commercial properties<br />
as Gulf Canada Square and the Calgary Tower in Calgary, and 401<br />
<strong>West</strong> Georgia and Granville Square in Vancouver, British Columbia.<br />
He was also responsible for managing Oxford’s renovation of<br />
major commercial properties – ranging in scope from $20 to $200<br />
million – as well as acting as project manager for new development<br />
construction projects valued from $8 to $600 million, including the<br />
Calgary Eaton Centre and the Ernst and Young Tower (Calgary).
Harold Kunik, Chief Financial Officer and Director<br />
Harold was a co-founder of Aveiro and began the year as<br />
President. He now holds the offi ce of Chief Financial Offi cer<br />
of both Aveiro and Mosaic Capital Partners Ltd., manager of a<br />
private income fund investing in <strong>West</strong>ern Canadian businesses.<br />
He began his career with KPMG Peat Marwick in Edmonton in<br />
1983 and transferred with the fi rm to New Zealand from 1987 to<br />
1992. He has also worked as a manager or partner with private<br />
equity fi rms in Edmonton and Calgary and, in that capacity, has<br />
served as chief fi nancial offi cer and as a director of several public<br />
and private businesses.<br />
Harold holds two professional accounting designations:<br />
Certifi ed Management Accountant (1986) and Chartered<br />
Accountant (NZ) (1992).<br />
John Mackay, Chairman of the Board and Director<br />
A lawyer by training, John was a co-founder of Aveiro and is both<br />
Chairman of Aveiro and President of Mosaic Capital Partners<br />
Ltd., manager of a private income fund investing in <strong>West</strong>ern<br />
Canadian businesses.<br />
John was formerly a partner in the <strong>corp</strong>orate fi nance and mergers<br />
and acquisition practice group at McCarthy Tétrault LLP – one<br />
of Canada’s largest law fi rms. There, he advised public and<br />
private companies, venture capitalists, private equity funds and<br />
underwriters on the structuring and securities law implications of<br />
domestic and international private placements, public offerings,<br />
<strong>corp</strong>orate reorganizations, mergers and acquisitions.<br />
Frank Phillet, Director<br />
Frank is a chartered accountant and entrepreneur. He is<br />
currently chief fi nancial offi cer of DevStudios International Inc.,<br />
an Edmonton-based software development company that has<br />
been ranked by PROFIT magazine as one of Canada’s 100 fastest<br />
growing companies and by Alberta Venture Magazine as one of<br />
Alberta’s 30 fastest growing companies.<br />
Dallas Wingerak, Director<br />
Dallas began her career as an urban planner, working for cities,<br />
towns and regional districts in British Columbia and Alberta<br />
(including Airdrie, Alberta, where Aveiro recently purchased 77<br />
acres of undeveloped industrial land). She also has extensive<br />
experience in industry, having worked for a private developer and<br />
as a development consultant. Dallas is currently the Director,<br />
Real Estate, for Loblaw <strong>Properties</strong> <strong>West</strong> Inc.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report |<br />
9
AUGUST 2006<br />
LAUNCH OF BUSINESS PLAN<br />
Harold Kunik and John Mackay<br />
acquired control of Aveiro (then<br />
called Dagger Resources Inc.),<br />
appointed a new board of directors<br />
and implemented Aveiro’s new<br />
business plan as a real estate<br />
<strong>investment</strong> company.<br />
<strong>2007</strong> MILESTONES<br />
JANUARY <strong>2007</strong><br />
FIRST PROPERTY:<br />
AIRDRIE, ALBERTA<br />
10 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
We acquired our fi rst real estate<br />
asset on January 1, <strong>2007</strong>: 77 acres<br />
of undeveloped land (currently<br />
zoned “light industrial”) in Airdrie,<br />
Alberta, for $7.75 million.<br />
Airdrie is strategically located<br />
four miles north of the northern<br />
edge of the City of Calgary,<br />
and directly along the Calgary-<br />
Edmonton corridor.<br />
Market Capitalization<br />
Approximately $5.5 million.<br />
JUNE <strong>2007</strong><br />
SECOND AND<br />
THIRD PROPERTIES:<br />
LETHBRIDGE, ALBERTA<br />
In June <strong>2007</strong>, we made our<br />
second and third purchases, both<br />
in Lethbridge, Alberta:<br />
• A 110,200 square foot industrial<br />
warehouse in Churchill<br />
Industrial Park for $5.5 million.<br />
Immediately after we closed<br />
on this purchase, we leased 40<br />
per cent of the warehouse to a<br />
new tenant, a U.S.-based plastic<br />
container manufacturer.<br />
• And 7.01 acres of raw industrial<br />
land also in the Churchill<br />
Industrial Park for $1.3 million.<br />
The land is a block-and-a-half<br />
away from the new Lethbridge<br />
Smartcentre, anchored by a<br />
Wal-Mart superstore.<br />
Private Placement<br />
Also in June, we completed the<br />
private placement of 11 million<br />
Class “A” voting common shares<br />
at $1.00 per share. We increased<br />
the size of the placement by an<br />
additional 430,000 shares to meet<br />
higher than expected demand,<br />
resulting in gross proceeds of<br />
$11.43 million.<br />
Market Capitalization<br />
Approximately $13.5 million.
JULY <strong>2007</strong><br />
Private Placement<br />
In July <strong>2007</strong>, we completed the private placement of 3 million<br />
Class “A” voting common shares at $1.50 per share, for gross<br />
proceeds of $4.5 million.<br />
Airdrie, Alberta<br />
We joined with a group of other property owners who hold lands<br />
adjoining our 77 acres to accelerate the timing of development<br />
approvals by the City of Airdrie.<br />
Lethbridge, Alberta<br />
We leased the remaining 60 per cent of the 110,200 square foot<br />
warehouse in Churchill Industrial Park purchased in June to a leading<br />
Canadian agricultural business.<br />
Market Capitalization<br />
Approximately $24.7 million.<br />
AUGUST <strong>2007</strong><br />
FOURTH PROPERTY: SASKATOON, SASKATCHEWAN<br />
At the end of August, we purchased an industrial warehouse property<br />
located in the North Industrial area of Saskatoon, Saskatchewan, for<br />
$2 million, paid by issuing 1,238,095 Class “A” voting common shares<br />
at a deemed price of $1.62 per share.<br />
The warehouse property consists of four separate warehouse<br />
buildings for a total of approximately 21,000 square feet on 2.45<br />
acres of land. The property is leased to an established Saskatchewan<br />
industrial coating removal company for a 10-year term.<br />
Market Capitalization<br />
Approximately $28.8 million.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 11
WHY ALBERTA?<br />
WESTERN CANADA FACTS AND FIGURES<br />
We focused primarily on Alberta in our fi rst year of operation<br />
because:<br />
• Over the past ten years, Alberta had the highest rate of economic<br />
growth in Canada at 4.3 per cent per year.<br />
• In 2006 alone, Alberta’s economy grew by 6.8 per cent.<br />
• The province consistently has the highest <strong>investment</strong> per capita<br />
among provinces. In 2006, Alberta <strong>investment</strong> per capita was<br />
$22,296, more than twice the national average. A total of $75.3<br />
billion was invested in 2006, almost quadruple the 1996 level.<br />
(Government of Alberta)<br />
Alberta also has the lowest overall taxes in Canada and no<br />
provincial sales tax (the only province without it).<br />
Over the next year, we will also be looking for properties similar<br />
to the ones we have already bought in Alberta – properties<br />
with strong cash fl ow and the potential for price appreciation –<br />
in Alberta, British Columbia, Saskatchewan and Manitoba.<br />
12 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
WHY BRITISH COLUMBIA?<br />
• BC’s economy, as measured by real GDP, is expected to increase<br />
31 per cent between 2004 and 2014. (Canadian Occupational<br />
Projection System)<br />
• British Columbia is expected to experience economic growth<br />
averaging 3.3 per cent in both <strong>2007</strong> and 2008. (Scotiabank Group,<br />
Provincial Trends, July <strong>2007</strong>)<br />
• The value of building permits issued in British Columbia is up<br />
22 per cent to approximately $6.6 billion this year, compared<br />
to $5.4 billion for the fi rst six months of 2006. For June <strong>2007</strong>,<br />
the value of permits in BC’s non-residential construction sector<br />
reached nearly $498 million – the second highest level on record,<br />
according to the <strong>report</strong>. In addition, the total value of permits for<br />
<strong>2007</strong> is up 64 per cent in Victoria and 57 per cent in Kelowna,<br />
compared to the same time last year. (Statistics Canada, Building<br />
permits, August 3, <strong>2007</strong>)<br />
• British Columbia’s new Major Projects Inventory shows 804<br />
major capital projects, worth an estimated $124.2 billion, were<br />
planned or underway between January and March <strong>2007</strong>. Every<br />
region in the province experienced growth compared to the<br />
fi rst quarter of 2006, when the inventory stood at 711 major<br />
capital projects worth an estimated $90.6 billion. This is the<br />
15th straight quarter the inventory has grown. (BC Ministry of<br />
Economic Development)
WHY SASKATCHEWAN?<br />
Once solely an agricultural economy, Saskatchewan has<br />
diversifi ed with the development of its mineral resources – and<br />
the momentum in Saskatchewan’s economy continues to build:<br />
• According to Statistics Canada’s preliminary estimates (released<br />
April 25, <strong>2007</strong>), Saskatchewan’s Gross Domestic Product (GDP),<br />
infl ation adjusted, stood at $34.3 billion in 2006. In the last<br />
decade – from 1996 to 2006 – Saskatchewan’s real GDP grew,<br />
on average, at a rate of 2.0 per cent <strong>annual</strong>ly.<br />
• Saskatchewan grows half of the entire quantity of<br />
Canada’s major export crops: wheat, oats, barley, rye, fl axseed<br />
and canola.<br />
• Saskatchewan has 14,000 oil wells, which produce about 12<br />
percent of Canada’s total oil output.<br />
• Saskatchewan is the leading exporter of potash, with two-thirds<br />
of the world’s reserves.<br />
• Potash production and sales, oil production, farm cash receipts,<br />
urban housing starts, international exports, retail sales,<br />
building permit values, and average weekly earnings are all up.<br />
Many independent forecasters expect Saskatchewan to be<br />
among the nation’s leaders in economic growth this year.<br />
(Government of Saskatchewan)<br />
WHY MANITOBA?<br />
Manitoba’s economy was built on agriculture, forestry and<br />
mining, as well as the City of Winnipeg’s central role as the<br />
transportation gateway from Eastern to <strong>West</strong>ern Canada and to<br />
the U.S. Midwest.<br />
A recent KPMG study concluded that Manitoba has some of the<br />
lowest overall business costs in the North American Midwest.<br />
Offi ce space and industrial land are inexpensive and readily<br />
available; electricity and long distance rates are among the lowest<br />
in Canada; and labour rates are competitive.<br />
The Government of Manitoba <strong>report</strong>s that growth in 2006 was<br />
broadly based with particular strength in mining, agriculture<br />
and construction. The Economic and Fiscal Analysis Branch also<br />
<strong>report</strong>s that:<br />
• Real GDP in Manitoba grew 3.1 per cent in 2006 and is forecast<br />
to grow by 2.8 per cent in <strong>2007</strong>.<br />
• Manitoba capital <strong>investment</strong> increased 14.2 per cent in 2006,<br />
second highest in the country. In <strong>2007</strong>, capital <strong>investment</strong> is<br />
projected to increase 11.3 per cent, again second highest among<br />
provinces, while private <strong>investment</strong> is projected to increase<br />
6.5 per cent and public <strong>investment</strong> 23.7 per cent.<br />
• In the fi rst six months of <strong>2007</strong>, Manitoba exports increased<br />
22.6 per cent, substantially higher than the 5.1 per cent<br />
national increase.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 13
MANAGEMENT’S DISCUSSION AND ANALYSIS For the year ended June 30, <strong>2007</strong><br />
The following discussion and analysis (“MD&A”) of the fi nancial<br />
condition and results of operations of Aveiro Investment Corp.<br />
(“Aveiro” or “the Company”) should be read in conjunction with the<br />
Company’s audited <strong>annual</strong> fi nancial statements for the year ended<br />
June 30, <strong>2007</strong>. The fi nancial statements are stated in Canadian<br />
dollars and have been prepared in accordance with Canadian<br />
generally accepted accounting principles (“GAAP”). This MD&A<br />
has been prepared taking into account material transactions<br />
and events up to and including September 11, <strong>2007</strong>. Additional<br />
information about the Company has been fi led with applicable<br />
Canadian securities regulatory authorities and is available<br />
at www.sedar.com.<br />
FORWARD-LOOKING DISCLAIMER<br />
This MD&A contains forward-looking statements. For this purpose,<br />
any statements contained herein that are not statements of<br />
historical fact may be deemed to be forward-looking statements.<br />
Without limiting the foregoing, the words “expects”, “anticipates”,<br />
“intends”, “estimates”, “projects”, and similar expressions are<br />
intended to identify forward-looking statements. Although Aveiro<br />
believes that the expectations refl ected in such forward-looking<br />
statements are reasonable, undue reliance should not be placed<br />
on forward-looking statements because Aveiro can give no<br />
assurance that such expectations will prove to be correct. The<br />
Company is subject to signifi cant risks and uncertainties which<br />
may cause the actual results, performance or achievements of<br />
the Company to be materially different from any future results,<br />
14 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
performance or achievements expressed or implied in these<br />
forward-looking statements. Such risk factors include, but are<br />
not limited to, the ability of management to execute its business<br />
plan, risks associated with real property ownership, availability<br />
and cost of fi nancing, general uninsured losses, future property<br />
acquisitions, environmental matters, tax related matters,<br />
shareholder liability, potential confl icts of interest, potential<br />
dilution, reliance on key personnel and, changes in legislation<br />
and other risks and uncertainties described elsewhere in the<br />
MD&A or in any of Aveiro’s other fi lings and documents that<br />
have been distributed to shareholders of Aveiro. The Company<br />
cannot assure investors that actual results will be consistent with<br />
any forward-looking statements and the Company assumes no<br />
obligation to update or revise such forward-looking statements to<br />
refl ect actual events or new circumstances. All forward-looking<br />
statements contained in this MD&A are expressly qualifi ed by<br />
this cautionary statement.
OVERVIEW<br />
About Aveiro<br />
Aveiro is an Alberta-based real estate <strong>investment</strong> company<br />
building a portfolio of primarily income producing commercial<br />
real estate assets in secondary markets in western Canada with<br />
quality tenants in markets where management expects strong<br />
economic growth. Aveiro also acquires other real estate to which<br />
management can conduct activity that provides fundamental<br />
value growth within a reasonable time frame.<br />
Aveiro is a <strong>report</strong>ing issuer pursuant to the securities laws of the<br />
Province of Alberta. Its shares are not listed for trading on any<br />
stock exchange or quotation system.<br />
Short-term Objectives<br />
The Company’s short term objectives are to acquire income<br />
producing properties in secondary markets in western Canada<br />
and to raise equity and debt capital suffi cient to fi nance property<br />
acquisitions contemplated over the next twelve months.<br />
<strong>2007</strong> ANNUAL HIGHLIGHTS<br />
Initiation of Operations<br />
As at the date of the last fi scal year ended June 30, 2006, the<br />
Company (then known as Dagger Resources Inc.) was a <strong>report</strong>ing<br />
issuer in Alberta with no active business operations. Effective<br />
August 21, 2006, the previous directors of the Company resigned<br />
as directors and offi cers of the Company and were replaced by<br />
John Mackay, Harold Kunik and Frank Phillet. Mr. Mackay was<br />
appointed as Chairman and Mr. Kunik as President of the Company.<br />
On the same date, the Company then initiated operations as a<br />
real estate <strong>investment</strong> fi rm, and changed its name from Dagger<br />
Resources Inc. to Aveiro Investment Corp.<br />
Purchase of Airdrie Land<br />
On August 21, 2006 the Company entered into an agreement<br />
to acquire approximately 77.44 acres of undeveloped land (the<br />
“Airdrie Land”) located in the southwest quadrant of the City of<br />
Airdrie, approximately 4 miles north of the City of Calgary. The<br />
transaction closed on January 1, <strong>2007</strong>. The City of Airdrie Municipal<br />
Development Plan designates the Airdrie Land as “Industrial”.<br />
Appointment of Eric Wesling<br />
During the quarter ended March 31, <strong>2007</strong>, the Company announced<br />
the appointment of Mr. Eric Wesling as Executive Vice-President,<br />
Real Estate effective February 1, <strong>2007</strong>. Mr. Wesling is a real<br />
estate professional with 25 years of professional management<br />
and project management experience. Mr. Wesling spent 18 years<br />
with Oxford <strong>Properties</strong> Group Inc. leading to his role as Senior<br />
Vice-President, <strong>West</strong>ern Canada before building his real estate<br />
consulting practice in 1998.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 15
Purchase of Lethbridge Warehouse and Lethbridge Land<br />
On June 5, <strong>2007</strong>, Aveiro announced that it had entered into an<br />
agreement to purchase a 110,205 square foot warehouse (the<br />
“Lethbridge Warehouse”) at 2821 18 th Avenue North in the<br />
Churchill Industrial Park in north Lethbridge, Alberta and an<br />
adjacent 7.01 acre parcel of industrial land (the “Lethbridge Land”)<br />
also in the Churchill Industrial Park. The Lethbridge Warehouse<br />
was purchased for $5,500,000 and the Lethbridge Land was<br />
purchased for $1,331,900, in both cases excluding closing costs.<br />
The Lethbridge Warehouse consists of 103,805 square feet of<br />
storage space and 6,400 square feet of offi ce/mezzanine space.<br />
At the time of purchase, Aveiro entered into a 10 year lease with<br />
a U.S. based plastic container manufacturer to lease<br />
42,274 square feet.<br />
The Lethbridge Land is currently zoned “I-G General Industrial”<br />
and is located at 1820 – 31 Street in the Churchill Industrial Park<br />
approximately one and a half blocks from the north Lethbridge<br />
Smartcentre which is currently under construction. Management<br />
believes that there is the potential to add value to the Lethbridge<br />
Land through the land use planning process.<br />
Completion of $11,000,000 Private Placement<br />
On June 6, <strong>2007</strong>, the Company announced that it had completed its<br />
previously announced $11,000,000 private placement of 11,000,000<br />
Class “A” voting common shares (“Common Shares”) at $1.00 per<br />
share. Due to demand, the private placement was increased by<br />
430,000 Common Shares to partially deal with increased demand<br />
for the offering resulting in the issuance of 11,430,000 Common<br />
Shares for gross proceeds of $11,430,000.<br />
16 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Subsequent to June 30, <strong>2007</strong><br />
Announcement of $4,500,000 Private Placement<br />
On June 19, <strong>2007</strong>, Aveiro announced that it intended to issue up to<br />
3,000,000 Common Shares at $1.50 per share for gross proceeds<br />
of up to $4,500,000. This private placement was completed on<br />
July 17, <strong>2007</strong>. Net proceeds of the offering were approximately<br />
$4,065,000 and will be used by Aveiro as working capital and for<br />
additional real estate acquisitions.<br />
Completion of Leasing of Lethbridge Warehouse<br />
On August 2, <strong>2007</strong>, Aveiro <strong>report</strong>ed that it had fully leased the<br />
recently acquired Lethbridge Warehouse. Aveiro entered into a<br />
10 year lease with a U.S. based plastic container manufacturer<br />
to lease approximately 42,274 square feet at the closing of the<br />
acquisition and in August <strong>2007</strong> entered into a 2 year lease with a<br />
leading Canadian agricultural business for the remaining square<br />
footage in the Lethbridge Warehouse. These leases provide the<br />
Company with rental revenue (net of operating costs) of $776,000<br />
per annum.<br />
Purchase of Saskatoon Warehouse<br />
On August 28, <strong>2007</strong>, Aveiro completed the purchase of an industrial<br />
warehouse property (the “Saskatoon Warehouse”) located at<br />
807/809 50th Street East in the North Industrial area of Saskatoon,<br />
Saskatchewan for a purchase price of $2,000,000.<br />
The warehouse property consists of four warehouse buildings<br />
comprising in aggregate approximately 21,000 square feet on 2.45<br />
acres of land. The property has been leased to an established<br />
Saskatchewan industrial coating removal company for a ten year<br />
term for rental revenue (net of operating costs) of $240,000 per<br />
annum. The total purchase price of $2,000,000 was satisfi ed by<br />
the issuance of 1,238,095 Common Shares.
OVERALL PERFORMANCE<br />
Financial Position<br />
Assets<br />
Total assets at June 30, <strong>2007</strong> were $17,149,884, compared to total<br />
assets of $700 at June 30, 2006. Assets increased during the year<br />
fundamentally as a result of the purchase of three properties<br />
which were fi nanced by the issuance of debt and equity.<br />
Property Purchases<br />
DATE DESCRIPTION PURCHASE PRICE<br />
January <strong>2007</strong> Airdrie Land $ 7,750,000<br />
June <strong>2007</strong> Lethbridge Warehouse $ 5,579,409<br />
June <strong>2007</strong> Lethbridge Land $ 1,350,526<br />
Airdrie Land<br />
On August 21, 2006, the Company entered into a purchase and<br />
sale agreement to acquire the Airdrie Land.<br />
The transaction closed on January 1, <strong>2007</strong>. At June 30, <strong>2007</strong>, the<br />
Airdrie Land purchase increased the total assets of the Company<br />
by $7,971,034, being the cost of the Airdrie Land of $7,750,000<br />
and other costs (including capitalized interest) of $221,034. Prior<br />
to the closing of the acquisition, the Company paid deposits in the<br />
aggregate amount of $1,000,000 in September and October 2006.<br />
On January 1, <strong>2007</strong>, at the closing of the transaction, the Company<br />
paid $217,000 in cash, $735,000 by assumption of an existing<br />
fi rst mortgage, $3,078,000 by assumption of an existing second<br />
mortgage and the remaining $2,720,000 by granting a mortgage<br />
bearing interest at the rate of 10% per annum in favor of the seller<br />
(the “Seller”) and repayable by June 30, <strong>2007</strong>. The $735,000 fi rst<br />
mortgage bears interest at 7.5% payable quarterly and matures<br />
on May 15, 2009. The second mortgage bears interest at a rate<br />
of 7.5% per annum and is repayable as to three equal principal<br />
payments of $1,026,000 plus applicable interest due on January<br />
16, <strong>2007</strong>, October 16, <strong>2007</strong> and April 16, 2008. The payment<br />
due on January 16, <strong>2007</strong> was made in accordance with the loan<br />
agreement. The Company repaid $350,000 of the principal on<br />
the Seller’s mortgage on February 28, <strong>2007</strong> and the remaining<br />
principal balance of $2,370,000 plus interest was repaid in full on<br />
May 23, <strong>2007</strong>. John Mackay and Harold Kunik, independent of the<br />
Seller’s owner, were offi cers of the Seller during negotiations to<br />
purchase the Airdrie Land from the Seller. Messrs. Mackay and<br />
Kunik were directors and offi cers of the Company at the time the<br />
Company and the Seller entered into an agreement of purchase<br />
and sale. The transaction terms were determined based on,<br />
among other things, negotiation between the Company and Seller<br />
and an independent third party valuation.<br />
In order to fi nance (i) the acquisition of the Airdrie Land, (ii)<br />
initial planning expenses, (iii) working capital to fund other real<br />
estate acquisitions, and (iv) general and administrative expenses,<br />
the Company initiated a private placement (the “Offering”) of<br />
11,000,000 Common Shares at $1.00 per share. The Offering was<br />
oversubscribed and the Company issued 11,430,000 Common<br />
Shares pursuant to the Offering resulting in net proceeds of<br />
$10,352,694. The Company solicited subscriptions through its<br />
employees and agents and paid a commission of up to 10% of<br />
the gross proceeds and issued compensation warrants entitling<br />
certain employees and agents thereof to acquire 239,067<br />
Common Shares at an exercise price of $1.00 exercisable until<br />
December 31, <strong>2007</strong>.<br />
Lethbridge Warehouse<br />
On June 5, <strong>2007</strong> Aveiro entered into an agreement to purchase<br />
the Lethbridge Warehouse at 2821 18th Avenue North in the<br />
Churchill Industrial Park in north Lethbridge, Alberta. The<br />
Lethbridge Warehouse consists of 103,805 square feet of storage<br />
space and 6,400 square feet of offi ce/mezzanine space. At June<br />
30, <strong>2007</strong>, the Lethbridge Warehouse purchase had increased the<br />
total assets of the Company by $5,575,780, being the cost of the<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 17
Lethbridge Warehouse of $5,500,000 and other costs of $79,409<br />
less accumulated amortization of $3,629.<br />
Aveiro initially entered into a 10 year lease with a U.S. based<br />
plastic container manufacturer to lease approximately 42,274<br />
square feet at closing of the transaction. Subsequent to June 30,<br />
<strong>2007</strong>, Aveiro entered into a 2 year lease with a leading Canadian<br />
agricultural business for the remaining square footage in the<br />
Lethbridge Warehouse. These leases provide the Company with<br />
rental revenue (net of operating costs) of $776,000 per annum.<br />
The acquisition of the Lethbridge Warehouse was fi nanced by<br />
way of new mortgage fi nancing in the amount of $3,625,000 (the<br />
“Warehouse Mortgage”) and the remainder by cash at closing. The<br />
Warehouse Mortgage has a term of 5 years and bears interest at<br />
prime + 1% and is repayable as to interest only for six months and<br />
thereafter as to principal and interest. The Warehouse Mortgage<br />
may be repaid at any time without penalty.<br />
Lethbridge Land<br />
On June 5, <strong>2007</strong> Aveiro entered into an agreement to purchase<br />
the Lethbridge Land also in the Churchill Industrial Park. The<br />
Lethbridge Land was purchased for $1,331,900 excluding closing<br />
costs. At June 30, <strong>2007</strong>, the Lethbridge Land purchase had<br />
increased the total assets of the Company by $1,350,527, being<br />
the cost of the Lethbridge Land of $1,331,900 and other costs of<br />
$18,627.<br />
The Lethbridge Land is currently zoned “I-G General Industrial”<br />
and is located at 1820 – 31 Street in the Churchill Industrial Park<br />
approximately one and a half blocks from the north Lethbridge<br />
Smartcentre which is currently under construction. Management<br />
believes that there is the potential to add value to the Lethbridge<br />
Land through the land use planning process.<br />
The acquisition of the Lethbridge Land was fi nanced by way of<br />
new mortgage fi nancing in the amount of $665,950 (the “Land<br />
18 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Mortgage”) and the remainder in cash. The Land Mortgage has<br />
a term of 18 months and bears interest at prime + 1% and is<br />
repayable as to interest only over a period of 18 months. The Land<br />
Mortgage may be repaid at any time without penalty.<br />
Equipment Purchases<br />
During the year the Company purchased equipment of $54,143<br />
to support its operations. The equipment purchases included<br />
computer hardware of $22,395, offi ce equipment of $30,873 and<br />
computer software of $875.<br />
Cash<br />
At June 30, <strong>2007</strong> the Company had $1,930,423 in cash. Subsequent<br />
to the year end, the Company completed a private placement of<br />
3,000,000 Common Shares at $1.50 per share resulting in net<br />
proceeds of approximately $4,065,000. The cash position at the<br />
date of this MD&A is approximately $5,900,000.<br />
Liabilities<br />
Total liabilities were $7,408,764 on June 30, <strong>2007</strong>. Of this amount,<br />
$7,077,950 are mortgages secured by the properties purchased<br />
during the year. Liabilities at June 30, 2006 consists of accounts<br />
payable totaling $6,349.<br />
The $7,077,950 of mortgages payable consists of four mortgages.<br />
The Land Mortgage comprises of a fi rst mortgage and demand<br />
promissory note for $665,950, which note can only be demanded<br />
on default or if in the opinion of the bank there has been a change<br />
in the business, fi nancial condition, operations or conduct of the<br />
Company which will adversely affect either the Company or the<br />
Company’s ability to fulfi ll its obligations or the bank’s security.<br />
The note bears interest at prime plus 1% per annum (an effective<br />
rate of 7% as at June 30, <strong>2007</strong>), with interest payable monthly,<br />
secured by land having a net book value of $1,350,527 and is to be<br />
repaid on December 13, 2008.
The Warehouse Mortgage is a fi rst mortgage and demand<br />
promissory note for $3,625,000, which note can only be demanded<br />
on default or if in the opinion of the bank there has been a change<br />
in the business fi nancial condition, operations or conduct of the<br />
Company which will adversely affect either the Company or the<br />
Company’s ability to fulfi ll its obligations or the bank’s security.<br />
The note bears interest at prime plus 1% per annum (an effective<br />
rate of 7% as at June 30, <strong>2007</strong>), with interest payable monthly,<br />
secured by land having a net book value of $5,575,780 and is to be<br />
repaid on June 13, 2012.<br />
The Airdrie Land is subject to a fi rst mortgage bearing interest<br />
at 7.5% per annum secured by land having a net book value of<br />
$7,971,034 with interest only quarterly payments. The loan is due<br />
on May 15, 2009.<br />
The Airdrie Land is also subject to a second mortgage bearing<br />
interest at 7.5% per annum secured by land having a net book<br />
value of $7,971,034. The mortgage is to be repaid in two equal<br />
installments of $1,026,000 plus interest on October 16, <strong>2007</strong> and<br />
April 16, 2008.<br />
The provisions of the mortgage agreements require repayment of<br />
the principal amounts as follows:<br />
2008 $ 2,108,820<br />
2009 1,491,295<br />
2010 96,876<br />
2011 103,879<br />
2012 3,277,080<br />
$ 7,077,950<br />
Shareholders’ Equity<br />
Shareholders’ Equity at June 30, <strong>2007</strong> totaled $9,741,120. At<br />
June 30, 2006 the Shareholders’ Defi cit was $5,649. The changes<br />
in the Shareholders’ Equity accounts occurred as follows during<br />
the year:<br />
1) Share Capital increased from $20,900 at June 30, 2006 to<br />
$10,373,594 at June 30, <strong>2007</strong> due to the private placement<br />
issuance of Common Shares of $11,430,000 less share issue<br />
costs of $1,077,306.<br />
2) Contributed surplus increased from $16,634 at June 30 2006<br />
to $283,459 due to the recording of stock based compensation<br />
of $249,207 and stock based share issue costs of $17,618 in<br />
accordance with generally accepted accounting principles.<br />
3) The accumulated defi cit increased from $43,183 to $915,933<br />
due to the net loss of $872,750. This net loss is described in<br />
more detail in the following section.<br />
Results of Operations<br />
The Company had no operations for the year ended June 30, 2006.<br />
For the year ended June 30, <strong>2007</strong>, the Company had total revenues<br />
of $74,496, total expenses of $947,246 and as a result a net loss<br />
of $872,750 or $0.1535 per basic and fully diluted Common Share.<br />
The loss for the comparative year ended June 30, 2006 was $6,863<br />
or $0.0033 per basic and diluted Common Share.<br />
Cash Flows<br />
During the year ended June 30, <strong>2007</strong>, the Company generated<br />
net cash infl ows from fi nancing activities of $17,438,262 which<br />
included the issuance of mortgages and Common Shares less<br />
share issue costs and subsequent mortgage repayments. Those<br />
net cash infl ows were used to fund investing activities, which were<br />
the purchase of assets (as described above) totaling $14,955,113,<br />
including the Lethbridge Warehouse for $5,579,409, the Airdrie<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 19
Land and Lethbridge Land acquisitions for an aggregate of<br />
$9,321,561 and equipment of $54,143. The cash infl ows from<br />
investing activities were also used to fund the cash outfl ows<br />
from the operations of the business totaling $552,726. The net<br />
increase in cash from all activities was $1,930,423. For the prior<br />
year ended June 30, 2006, there was no net change in the cash of<br />
the business.<br />
SELECTED ANNUAL INFORMATION<br />
2005 2006 <strong>2007</strong><br />
Total Revenues $ – $ – $ 74,496<br />
Net Income (loss) $ – $ (6,863 ) $ (872,750 )<br />
Net Income (loss)<br />
per share<br />
$ – $ (.0033 ) $ (.1535 )<br />
Net Income (loss)<br />
per share (diluted)<br />
$ – $ (.0033 ) $ (.1535 )<br />
Total assets $ – $ 700 $ 17,149,884<br />
Total long term<br />
fi nancial liabilities<br />
$ – $ – $ 4,969,130<br />
Cash dividends<br />
per share<br />
$ – $ – $ –<br />
Revenues<br />
For the year ended June 30, <strong>2007</strong>, the Company had total revenues<br />
of $74,496. Revenues were derived from three sources. <strong>First</strong>,<br />
rental revenues representing 15 days rental revenue received<br />
on account of the Lethbridge Warehouse totaled $29,178, which<br />
included charges in respect of property operating costs. Second,<br />
the Company earned $27,318 in interest income from excess funds<br />
invested in guaranteed <strong>investment</strong> certifi cates with a Canadian<br />
chartered bank. Third, in April <strong>2007</strong>, the Company entered into<br />
an agreement with a company which shares common offi cers and<br />
directors, pursuant to which the Company provides shared offi ce<br />
costs, including rent and overhead, at the fi xed amount of $6,000<br />
20 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
per month. During the year $18,000 related to this agreement has<br />
been recorded in revenue.<br />
Related party transactions are in the normal course of<br />
operations and are recorded at the exchange amount which<br />
management believes to be at market rates under normal terms<br />
and conditions.<br />
Expenses<br />
Expenses for the year totaled $947,246 compared to total expenses<br />
of $6,863 for the year ended June 30, 2006. All expenses of the<br />
prior year related to professional accounting and legal services.<br />
Expenses increased signifi cantly due to the startup of operations<br />
of Aveiro’s business.<br />
Corporate expenses for the year ended June 30, <strong>2007</strong> totaled<br />
$673,976. These expenses include (but are not limited to) sales<br />
and marketing costs of $77,422, offi ce costs of $119,400, salaries<br />
and wages (excluding stock-based compensation) of $125,291,<br />
professional accounting and legal fees of $48,084. Effective August<br />
21, 2006, the Company entered into a strategic management<br />
agreement (the “Management Agreement”) with True North<br />
Strategy Corp. (the “Manager”), a Company owned as to 50% by<br />
each of Messrs. Kunik and Mackay, directors of the Company,<br />
pursuant to which the Manager provides strategic management<br />
services to Aveiro. The Manager is entitled to a fee equal to 1.5%<br />
of the net assets of Aveiro payable as to 0.125% plus tax calculated<br />
at the end of each calendar month. In the event that Aveiro<br />
purchases any assets (other than the Airdrie Land), whether by<br />
direct acquisition, <strong>corp</strong>orate acquisition, amalgamation, majority<br />
or minority <strong>investment</strong> or otherwise, the Manager is entitled to<br />
a fee equal to 1.5% of the acquisition price or transaction value,<br />
as the case may be. Management fees and acquisition fees<br />
pursuant to the Management Agreement were $159,318 for the<br />
year. Also included in general and administrative expenses for<br />
the year ended June 30, <strong>2007</strong> is $17,312 in offi ce costs paid to
a company with common management. In addition general and<br />
administrative expenses in the amount of $4,651 were paid on<br />
that company’s behalf and were subsequently reimbursed during<br />
the period.<br />
Stock-based compensation expenses for the year were $249,207.<br />
The Company uses the fair value method of accounting for stockbased<br />
compensation whereby the Company recognizes the fair<br />
value of stock options granted to employees, directors and certain<br />
consultants. In order to determine the fair value option and<br />
warrant prices management selected the Black-Scholes pricing<br />
model. This method of determining the option and warrant prices<br />
requires management to use several estimates. In the absence of<br />
signifi cant historical data, management utilized other companies<br />
in the real estate industry and the TSX Venture Exchange index<br />
to develop a reasonable expectation of what the volatility of the<br />
Company will be. Other companies in the Company’s industry<br />
range from 13% to 17% volatility, but as they are mostly established<br />
with a large asset base this may not be an accurate indication of<br />
the Company’s future volatility. Since the Company is a growth<br />
oriented company in its initial stages management expects that<br />
the volatility of the Company’s stock will be in excess of that of<br />
a more established company. Management has determined<br />
that another useful comparison is the average volatility on the<br />
TSX Venture Exchange index which is approximately 20%. After<br />
weighing the facts, management has determined that a volatility<br />
measure of 20% would be reasonable.<br />
Interest expense for the year on the mortgage payable related to<br />
the Lethbridge Warehouse and Lethbridge Land totaled $14,813.<br />
Amortization for the year was $5,692. $3,629 of this amount<br />
related to the Lethbridge Warehouse and the remainder of $2,063<br />
related to offi ce equipment and computer hardware and software.<br />
Property operating costs related to the Lethbridge Warehouse<br />
totaled $3,558.<br />
As a result of the foregoing, the loss for the 12 month period was<br />
$872,750 or $0.1535 per basic and fully diluted Common Share.<br />
The loss for the comparative year ended June 30, 2006 was $6,863<br />
or $0.0033 per basic and diluted Common Share.<br />
SUMMARY OF QUARTERLY RESULTS<br />
For the quarter ended June 30, <strong>2007</strong> the Company recorded<br />
revenues of $71,900. This amount was derived from three<br />
sources. <strong>First</strong>, the Company earned $29,178 in rental revenue on<br />
the Lethbridge Warehouse. Second, the Company earned $24,722<br />
in interest income from excess funds invested in guaranteed<br />
<strong>investment</strong> certifi cates with a Canadian chartered bank. Finally,<br />
the Company recorded $18,000 in revenue from a company<br />
which shares common offi cers and directors, pursuant to which<br />
the Company shares offi ce costs (including rent and certain<br />
offi ce expenses).<br />
Operating expenses for the quarter totaled $621,043. This<br />
amount was higher than the prior quarter due primarily to the<br />
recording of share-based compensation during the fourth quarter<br />
of $249,207 and to acquisition fees of $103,949 paid pursuant to<br />
the Management Agreement in respect of the acquisition of the<br />
Lethbridge Warehouse and the Lethbridge Land. Other expenses<br />
during the quarter included salaries, wages and benefi ts paid to<br />
Aveiro staff of $32,393; offi ce rent of $61,240; sales and marketing<br />
expenses of $34,368 and offi ce expenses of $36,801. As a result of<br />
the foregoing, the loss for the three month period was $549,143<br />
or $0.0499 per basic and fully diluted Common Share. The loss<br />
for the comparative three month period ended June 30, 2006 was<br />
$5,070 or $0.0025 per basic and diluted Common Share.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 21
LIQUIDITY<br />
Working Capital Position<br />
At June 30 <strong>2007</strong>, the Company had cash of $1,930,423 (June 30<br />
<strong>2007</strong> - $Nil) and a working capital defi cit of $239,871 (June 30, <strong>2007</strong><br />
– ($6,349)). The working capital defi cit was short term in nature<br />
due to the required short term debt payments on the mortgages<br />
payable. As at the date of this MD&A the working capital position<br />
of the Company had improved to approximately $3,750,000. From<br />
22 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Sept. 2005 Dec. 2005 March 2006 June 2006 Sept. 2006 Dec. 2006 March <strong>2007</strong> June <strong>2007</strong><br />
Total Revenue $ Nil $ Nil $ Nil $ Nil $ Nil $ Nil $ 2,596 $ 71,900<br />
Loss from Operations $ (157 ) $ (713 ) $ (923 ) $ (5,070 ) $ (38,278 ) $ (126,893 ) $ (158,436 ) $ (549,143 )<br />
Net Loss $ (157 ) $ (713 ) $ (923 ) $ (5,070 ) $ (38,278 ) $ (126,893 ) $ (158,436 ) $ (549,143 )<br />
Net loss per Share $ (0.0001 ) $ (0.0003 ) $ (0.0005 ) $ (0.0025 ) $ (0.01861 ) $ (0.0339 ) $ (0.0310 ) $ (0.0499 )<br />
Net loss per $ (0.0001 ) $ (0.0003 ) $ (0.0005 ) $ (0.0025 ) $ (0.01861 ) $ (0.0339 ) $ (0.0310 ) $ (0.0499 )<br />
Share (diluted)<br />
Contractual obligations<br />
Contractual obligations currently owed by the Company at June 30, <strong>2007</strong> are summarized in the<br />
following table:<br />
Less than Years Years<br />
$ Total $ 1 year $ 2 and 3 $ 4 and 5<br />
<strong>First</strong> Mortgage on Lethbridge Lands 665,950 – 665,950 –<br />
<strong>First</strong> Mortgage on Lethbridge Warehouse 3,625,000 56,820 187,221 3,380,959<br />
<strong>First</strong> Mortgage on Airdrie Lands 735,000 – 735,000 –<br />
Second Mortgage on Airdrie Land 2,052,000 2,052,000 – –<br />
Total 7,077,950 2,108,820 1,588,171 3,380,959<br />
Operating Lease - Photocopier 9,072 3,024 6,048 –<br />
July 1, <strong>2007</strong> to the date of this MD & A, the Company received<br />
net proceeds of approximately $4,065,000 from the issuance of<br />
3,000,000 Common Shares at $1.50 per share. As at the date<br />
of this MD&A, the Company has the necessary liquidity to meet<br />
its obligations for the next fi scal year. The Company continues<br />
to actively search for real estate <strong>investment</strong> opportunities that<br />
meet its acquisition criteria, however its success in acquiring<br />
additional real estate assets that meet its <strong>investment</strong> criteria will<br />
be determined by its ability to raise additional capital.
During the 2008 fi scal year, the Company has committed to<br />
make principal and interest payments of $335,000 in regards to<br />
the mortgages payable on the Lethbridge Warehouse property.<br />
The Company has entered into leases on that property which<br />
will provide an aggregate of $776,000 of net rent during the<br />
same period of time resulting in excess cash fl ows of $441,000<br />
generated from the Lethbridge Warehouse.<br />
The Company has also entered into a lease agreement for its<br />
Saskatoon Warehouse, which was acquired subsequent to the<br />
year end, which will result in net rent of $240,000 from this<br />
property. The Saskatoon Warehouse is not currently encumbered<br />
by any fi nancing.<br />
CAPITAL RESOURCES<br />
The Company’s capital resources include both equity capital<br />
from the issuance of Common Shares and debt capital secured<br />
by mortgages on properties purchased by the Company. The<br />
Company had made no commitments for capital expenditures at<br />
June 30, <strong>2007</strong>. On August 28, <strong>2007</strong> the Company issued 1,238,095<br />
Common Shares to purchase an industrial warehouse property in<br />
Saskatoon, Saskatchewan.<br />
OFF BALANCE SHEET ARRANGEMENTS<br />
The Company did not have any off-balance sheet arrangements in<br />
place at as and during the year ending June 30, <strong>2007</strong>.<br />
RISK MANAGEMENT AND FAIR VALUE<br />
The Company is exposed to both interest rate and credit risk.<br />
The Company is exposed to interest rate risk on its variable rate<br />
mortgages payable. It minimizes this risk by restricting mortgages<br />
payable to 75% of the purchase price of the property.<br />
As an owner of real estate the Company is exposed to credit risk<br />
in that tenants may become unable to pay amounts owing under<br />
lease agreements. Management mitigates this risk by carrying<br />
out appropriate credit checks and related due diligence on the<br />
signifi cant tenants.<br />
The fair values of the Company’s cash, accounts receivable,<br />
restricted cash, accounts payable and accrued liabilities, and<br />
mortgages payable approximate their carrying amounts.<br />
RISKS AND UNCERTAINTIES<br />
In evaluating Aveiro and its business, the following is a brief review<br />
of certain of the potential impact different risks and uncertainties<br />
may have on the Company’s operations.<br />
Dependence on Key Personnel<br />
The success of Aveiro will be largely dependent upon the quality<br />
of its management and personnel, including the offi cers and<br />
employees of the Manager which provides strategic management<br />
services to Aveiro (see “Results of Operations - Expenses”).<br />
Loss of the services of such persons, or the inability to attract<br />
personnel of equal ability, could materially affect Aveiro’s business<br />
operations and prospects. Aveiro has not purchased “key man”<br />
insurance on any of its directors, offi cers or key employees, and<br />
has no plans to do so.<br />
Real Estate Industry<br />
All real estate <strong>investment</strong>s are subject to varying degrees of risk<br />
depending on the nature of the property in question. The value<br />
of Aveiro’s <strong>investment</strong>s in its properties is subject to changes in<br />
general economic conditions (such as the availability and cost of<br />
mortgage funds), local conditions (such as the over supply of a<br />
real estate product or a reduction in demand for properties in any<br />
particular area), the attractiveness of such properties to current<br />
and potential tenants, the competition from others with similar<br />
developments and the ability of Aveiro to adequately maintain and<br />
improve its properties pursuant to its business plan at an economic<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 23
cost. Aveiro may be unable to obtain fi nancing to maintain an<br />
appropriate capital structure. There is no certainty that fi nancing<br />
will be available upon the maturity of any existing mortgage at<br />
interest rates equal to or lower than the interest rate payable<br />
under an expiring mortgage, or on other terms as favourable as<br />
the original term of the existing mortgage, or at all.<br />
If Aveiro is unable to refi nance its indebtedness on acceptable<br />
terms, or at all, Aveiro may need to dispose of one or more of<br />
its properties upon disadvantageous terms. Prevailing interest<br />
rates or other factors at the time of refi nancing could increase<br />
its interest expense, and if Aveiro mortgages property to secure<br />
payment of indebtedness and is unable to make mortgage<br />
payments, the mortgagee could foreclose upon such property or<br />
appoint a receiver to receive an assignment of Aveiro’s rents and<br />
leases. This may adversely affect Aveiro’s ability to make dividend<br />
or other payments to its investors.<br />
Economic Conditions<br />
As it will be dependent on lease income for a substantial portion of<br />
its revenue, Aveiro’s operating results will be sensitive to prevailing<br />
economic conditions, including changes in local, regional and<br />
national economic conditions, particularly as they may affect lease<br />
rates in its properties. In particular, given the concentration of<br />
Aveiro’s properties in Alberta, a material reduction in oil or natural<br />
gas prices or in oil and natural gas industry <strong>investment</strong> could<br />
materially adversely affect Aveiro. Aveiro’s operating results in<br />
individual markets could be adversely affected by local or regional<br />
economic downturns, which could have a material adverse effect<br />
on the business, fi nancial condition and results of Aveiro.<br />
Credit and Default Risk<br />
Credit risk arises from the possibility that tenants may experience<br />
fi nancial diffi culty and be unable to fulfi ll their lease commitments.<br />
Further risks arise in the event that borrowers default on the<br />
repayment of their mortgages to Aveiro.<br />
24 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Lease Renewal Risk<br />
Lease renewal risk arises from the possibility that the Company<br />
may experience diffi culty renewing leases as they expire or in releasing<br />
space vacated by tenants upon early lease termination.<br />
Fixed Costs<br />
Certain expenditures, including mortgage payments, insurance<br />
costs and related property taxes, must be made regardless<br />
of whether or not Aveiro’s properties are producing suffi cient<br />
income to service such expenses. Aveiro’s properties are subject<br />
to mortgages, which require debt service payments. If Aveiro is<br />
unable or unwilling to make required mortgage payments on any<br />
property owned by it, losses could be sustained as a result of the<br />
mortgagee’s exercise of its right of foreclosure or power of sale,<br />
as applicable. In addition, interest rates on variable rate debt<br />
are subject to fl uctuations and may affect the viability of a<br />
particular property.<br />
Illiquidity<br />
Real estate is relatively illiquid relative to publicly traded securities.<br />
Such illiquidity will limit Aveiro’s ability to adjust its portfolio<br />
in response to changing economic or <strong>investment</strong> conditions.<br />
Financial diffi culties of other property owners that result in distress<br />
sales could depress real estate values in markets in which Aveiro<br />
operates. If Aveiro were required to liquidate its assets, there is a<br />
risk that it would realize sale proceeds of less than the book value<br />
of the properties that have been or may in the future be acquired<br />
by Aveiro.<br />
Demand Risk<br />
The value of real property and any improvements thereon may<br />
depend on the strength of the commercial property market<br />
in Aveiro’s target markets. Aveiro’s projected income would<br />
be adversely affected if there was a marked increase in the<br />
vacancy rates or decrease in the market lease rates for its
properties. The ability of Aveiro to lease un-leased properties<br />
will be affected by many factors. The failure of Aveiro to lease<br />
un-leased properties on a timely basis or at all would likely have<br />
an adverse effect on Aveiro’s fi nancial condition. Upon the expiry<br />
of any lease, there can be no assurance that the lease will be<br />
renewed or the tenant replaced. The terms of any subsequent<br />
lease may be less favourable to Aveiro than the existing lease.<br />
Aveiro could be adversely affected, in particular, if any major<br />
tenant ceases to be a tenant and cannot be replaced on similar<br />
or better terms.<br />
Tenant Default<br />
In the event of default by a tenant, Aveiro may experience delays<br />
in enforcing its rights as lessor and may incur signifi cant costs<br />
in protecting its <strong>investment</strong>. In addition, a tenant may seek the<br />
protection of bankruptcy, insolvency or similar laws. Aveiro cannot<br />
evict a tenant solely because of its bankruptcy. A court, however,<br />
may authorize a tenant to reject and terminate its lease with<br />
Aveiro. In such a case, Aveiro’s claim against the tenant for unpaid,<br />
future rent would be subject to a statutory limit that might be<br />
substantially less than the remaining rent owed under the lease.<br />
The loss of rental payments from tenants and costs of re-leasing<br />
could adversely affect Aveiro’s cash fl ows and operating results.<br />
Competition for Real Estate Investments<br />
Aveiro competes for suitable real estate <strong>investment</strong>s with<br />
individuals, <strong>corp</strong>orations and institutions (both Canadian and<br />
foreign) which are currently seeking or which may in the future<br />
seek real estate <strong>investment</strong>s similar to those sought by Aveiro.<br />
Some of these investors may have greater fi nancial resources<br />
than those of Aveiro. An increase in the availability of <strong>investment</strong><br />
funds, and an increase in interest in real estate <strong>investment</strong>s,<br />
would tend to increase competition for real estate <strong>investment</strong>s,<br />
thereby increasing purchase prices and reducing yields therefrom.<br />
In addition, Aveiro may require additional fi nancing to complete<br />
future real estate acquisitions which may not be available on<br />
terms acceptable to Aveiro.<br />
Environmental Liabilities<br />
Under various federal and provincial environmental laws and<br />
regulations, a current or previous owner or operator of real property<br />
may be held liable for the costs of removal or remediation of certain<br />
hazardous or toxic substances, including, without limitation,<br />
asbestos-containing materials or oil-related items that could be<br />
located on, in or under such property. Such laws and regulations<br />
often impose liability whether or not the owner or operator knew<br />
of, or was responsible for, the presence of the hazardous or toxic<br />
substances. The costs of any required removal or remediation of<br />
these substances could be material. The liability of an owner or<br />
operator is generally not limited under such laws and regulations<br />
and could exceed a property’s value or even the value of the total<br />
assets of the owner or operator. The presence of these substances<br />
or failure to remediate such substances properly may also have<br />
an adverse effect on an owner or operator’s ability to sell or lease<br />
a property, or to borrow money using the property as collateral.<br />
Although Aveiro typically conducts environmental due diligence<br />
prior to acquiring any property, Aveiro could be liable for such type<br />
of costs as well as for certain other costs, including governmental<br />
fi nes and damages for injuries caused to persons or property.<br />
As a result, the presence, with or without Aveiro’s knowledge, of<br />
hazardous or toxic substances at a property held or operated by<br />
Aveiro could have a material adverse effect on Aveiro’s business<br />
and its results of operations.<br />
Need for Further Financing<br />
Aveiro will require additional fi nancing to implement its business<br />
plan. The ability of Aveiro to arrange such fi nancing in the future<br />
will depend in part upon prevailing capital market conditions<br />
as well as the business performance of Aveiro. There can be no<br />
assurance that Aveiro will be successful in its efforts to arrange<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 25
additional fi nancing on satisfactory terms. If additional fi nancing<br />
is raised by the issuance of securities, control of Aveiro may<br />
change and owners may suffer additional dilution. If Aveiro is<br />
unable to successfully secure adequate or satisfactory fi nancing<br />
as required, Aveiro’s ability to implement its business plan could<br />
be seriously and adversely affected.<br />
Risks Relating to Taxation and Reassessment<br />
Aveiro may be subject to certain provisions of the Income Tax Act<br />
(Canada) and applicable provincial income tax legislation relating<br />
to characterization of costs incurred in its business which affects<br />
whether such costs are deductible and, if deductible, the rate<br />
at which they may be deducted for the purposes of calculating<br />
taxable income. Aveiro has reviewed its income tax returns and<br />
has found no basis for change or amendment. Aveiro has fi led all<br />
required income tax returns and believes that it has complied fully<br />
with the provisions of the Income Tax Act (Canada) and applicable<br />
provincial income tax legislation, but such returns are subject to<br />
review and reassessment. Aveiro may potentially be subject to a<br />
higher than expected past or future tax liability as well as interest<br />
and penalties in the event of a successful reassessment of Aveiro,<br />
and such amount could be material.<br />
Potential Conflicts of Interest<br />
Aveiro may be subject to various confl icts of interest because of<br />
the fact that the directors and executive management, and their<br />
associates, and the manager of Aveiro, True North Strategy Corp.,<br />
are engaged in a wide range of real estate and other business<br />
activities. Aveiro may become involved in transactions which<br />
confl ict with the interests of the foregoing.<br />
The directors, executive management and their associates or<br />
affi liates and the manager of Aveiro, True North Strategy Corp.,<br />
may from time to time deal with persons, fi rms, institutions or<br />
<strong>corp</strong>orations with which Aveiro may be dealing, or which may<br />
be seeking <strong>investment</strong>s similar to those desired by Aveiro. The<br />
26 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
interests of these persons could confl ict with those of Aveiro. In<br />
addition, from time to time, these persons may be competing with<br />
Aveiro for available <strong>investment</strong> opportunities.<br />
John Mackay and Harold Kunik, directors and offi cers of Aveiro,<br />
each own 50% of True North Strategy Corp., which provides<br />
strategic management services to Aveiro. (See “Results of<br />
Operations - Expenses”).<br />
CRITICAL ACCOUNTING ESTIMATES<br />
The preparation of fi nancial statements in accordance with<br />
Canadian generally accepted accounting principles requires<br />
management to make estimates and assumptions that affect<br />
the <strong>report</strong>ed amount of assets and liabilities and disclosure<br />
of contingent assets and liabilities at the date of the fi nancial<br />
statements and the <strong>report</strong>ed amounts of revenues and expenses<br />
during the period then ended. Actual results could differ<br />
from those estimates. Signifi cant areas requiring the use of<br />
management estimates include assessing the recoverability of<br />
income producing properties and property held for development.<br />
Accounting standard setters have determined that the use of the<br />
Black-Scholes or a customized lattice option pricing model will<br />
provide a reasonable estimate of the fair value of options granted<br />
by an enterprise. The Company has selected the Black-Scholes<br />
model as appropriate for its circumstances. The factors used in<br />
the Black-Scholes calculation are a signifi cant estimate. See<br />
“Results of Operations – Expenses”.
OUTSTANDING SHARE DATA<br />
Common Shares<br />
The Company is authorized to issue an unlimited number of<br />
Common Shares, an unlimited number of Class “B” voting<br />
common shares, an unlimited number of Class “C” non-voting<br />
common shares and an unlimited number of Preferred Shares, of<br />
which 13,480,000 Common Shares were outstanding as at June<br />
30, <strong>2007</strong>. As at the date hereof, there are 17,780,003 Common<br />
Shares outstanding.<br />
Stock Options<br />
The Board of Directors of the Company may from time to time, in<br />
its discretion, grant to directors, offi cers, employees, consultants,<br />
technical consultants to the Corporation and other persons or<br />
entities whose efforts it believes will assist the Corporation, nontransferable<br />
options to purchase Common Shares, provided that<br />
the number of Common Shares reserved for issuance will not<br />
exceed 10% of the issued and outstanding Common Shares. At<br />
June 30, <strong>2007</strong>, there were options outstanding to acquire 1,345,000<br />
Common Shares, of which options to acquire 446,668 Common<br />
Shares were exercisable. The weighted average exercise price of<br />
the options is $1.00 per Common Share. Options vest and expire<br />
as set forth in the option agreements as determined at the time of<br />
granting of the option by the board of directors. The exercise price<br />
at the date of granting approximates fair market value. There were<br />
no options outstanding at June 30, 2006.<br />
Warrants<br />
In conjunction with the Company’s private placement of 11,430,000<br />
Common Shares, 239,067 Common Share purchase warrants<br />
(“Compensation Warrants”) were issued to employees and agents<br />
of the Company as partial compensation for soliciting Common<br />
Shares of the Company. These Compensation Warrants vest<br />
immediately and expire December 31, <strong>2007</strong>. At June 30, <strong>2007</strong> there<br />
were 239,067 Compensation Warrants outstanding to acquire<br />
239,067 Common Shares. The exercise price of the Compensation<br />
Warrants is $1.00 per share.<br />
INTERNAL CONTROLS<br />
The Company has implemented a system of internal controls that<br />
it believes adequately protects the assets of the Company and<br />
is appropriate for the nature of its business and the size of its<br />
operations. These internal controls include disclosure controls<br />
and procedures designed to ensure that information required to<br />
be disclosed by the Company is accumulated and communicated<br />
to management as appropriate to allow timely decisions<br />
regarding required disclosure. The Company’s Chairman and<br />
President have concluded, based on their evaluation, that the<br />
Company’s disclosure controls and procedures are effective to<br />
provide reasonable assurance that material information related<br />
to the Company is made known to them and have been operating<br />
effectively during <strong>2007</strong>. It should be noted that while the<br />
Company’s Chairman and President believe that the Company’s<br />
disclosure controls and procedures provide a reasonable level of<br />
assurance that the system of internal controls are effective, they<br />
do not guarantee that the disclosure controls and procedures will<br />
prevent all errors and fraud. A control system, no matter how well<br />
conceived or operated, can provide only reasonable, not absolute,<br />
assurance that the objectives of the control system are met.<br />
In addition, the Company has, under the supervision of its<br />
Chairman and President, designed a process of internal control<br />
over fi nancial <strong>report</strong>ing. The process was designed to provide<br />
reasonable assurance regarding the reliability of fi nancial<br />
<strong>report</strong>ing and the preparation of fi nancial statements for external<br />
purposes in accordance with Canadian generally accepted<br />
accounting principles.<br />
Based on the Chairman and the President’s review of the design<br />
of internal controls over fi nancial <strong>report</strong>ing, the Chairman and<br />
President have concluded that the design of internal controls<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 27
is adequate for the nature of the Company’s business and size<br />
of its operations. As a small organization, and similar to other<br />
small organizations, the Company’s management is composed of<br />
a small number of key individuals, resulting in a situation where<br />
limitations on the segregation of duties as well as expertise in<br />
such areas as complex calculations and estimations do not exist,<br />
as such these risks are compensated by more effective supervision<br />
and monitoring by the Chairman and President as well as reliance<br />
on third party expertise where appropriate. It is important to note<br />
that in order to eliminate the potential risk associated with these<br />
issues the Company would be required to hire additional staff<br />
in order to provide greater segregation of duties and expertise<br />
in certain areas. Currently the Company has chosen to<br />
disclose the potential risk in its <strong>annual</strong> fi lings and proceed with<br />
increased staffi ng as the Company’s growth supports such<br />
overhead expansion.<br />
NEW ACCOUNTING POLICIES<br />
The Company has adopted the following new accounting policies<br />
during the year.<br />
Revenue Recognition<br />
Revenue from income-producing properties includes rents<br />
earned from tenants under lease agreements, realty tax and<br />
operating costs recoveries and other incidental income and is<br />
recognized as revenue over the term of the underlying leases. All<br />
rent increases based on escalation clauses in lease agreements<br />
are accounted for on a straight-line basis over the term of the<br />
respective leases.<br />
28 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Per Share Amounts<br />
Basic earnings per share is computed by dividing the net loss by<br />
the weighted average shares outstanding during the <strong>report</strong>ing<br />
year. Diluted earnings per share is calculated by using the treasury<br />
stock method. This method assumes that proceeds received from<br />
the exercise of in-the-money options are used to repurchase<br />
shares at the average market price for the period.<br />
Stock Based Compensation<br />
The Company uses the fair value method of accounting for stockbased<br />
compensation whereby the Company recognizes the fair<br />
value of stock options granted to employees, directors, offi cers and<br />
certain consultants. The fair value of stock options is determined<br />
using the Black-Scholes option pricing model. Consideration<br />
paid by the option holder on exercise of stock options is recorded<br />
as share capital.<br />
Income-Producing <strong>Properties</strong><br />
Income-producing properties are carried at cost less accumulated<br />
amortization. If events or circumstances indicate that the carrying<br />
value of the income-producing property may be impaired, a<br />
recoverability analysis is performed based upon estimated<br />
undiscounted cash fl ows to be generated from the incomeproducing<br />
property. If the analysis indicates that the carrying<br />
value is not recoverable from future cash fl ows, the incomeproducing<br />
property is written-down to estimated fair value and an<br />
impairment loss is recognized.<br />
Upon acquisition of properties, the purchase price is allocated<br />
based on estimated fair values to land, building, parking lots and<br />
intangibles, if any.<br />
Amortization of income-producing properties is provided on the<br />
following basis and rates:<br />
Buildings Straight-line up to 50 years
The rates are determined based on market factors and the type of<br />
structure specifi c to the properties.<br />
Property Held For Development<br />
Property under development includes initial acquisition costs,<br />
other direct costs and realty taxes, interest, and operating<br />
expenses net of revenues during the period of development.<br />
NEW ACCOUNTING PRONOUNCEMENTS<br />
In 2005, the Canadian Institute of Chartered Accountants (“CICA”)<br />
issued three new accounting standards: Handbook Section 1530,<br />
“Comprehensive Income”, Handbook Section 3855, “Financial<br />
Instruments – Recognition and Measurement”, and Handbook<br />
Section 3865, “Hedges”. The new standards introduce the<br />
Statement of Comprehensive Income which is used to temporarily<br />
provide for gains and losses including foreign currency translation<br />
adjustments for net <strong>investment</strong>s of self sustaining foreign<br />
operations and other amounts arising from changes in fair value of<br />
<strong>investment</strong>s categorized as available for sale until they are realized<br />
and recorded in earnings. As well, all other fi nancial instruments,<br />
including derivatives, are to be included in the Company’s balance<br />
sheet and measured at fair value. In certain situations assets that<br />
are classifi ed as held to maturity will continue to be measured at<br />
cost or amortized cost.<br />
The new standards also include further clarifi cation on the<br />
application of hedge accounting which will have no impact on<br />
the Company’s fi nancial statements since the Company does<br />
not intend to enter into any hedging relationships. These new<br />
standards are effective for fi scal years beginning on or after<br />
October 1, 2006 and early adoption is permitted. The Company<br />
has assessed the impact of these new accounting standards on<br />
the fi nancial statements at July 1, <strong>2007</strong> and has determined that<br />
these standards will not have a material impact.<br />
In July of 2006, the CICA replaced Handbook Section 1506,<br />
“Accounting Changes” with a new Section 1506, “Accounting<br />
Changes” to substantially harmonize with International Accounting<br />
Standards for the accounting and disclosure of changes in<br />
accounting policies, estimates and errors. Under the new<br />
standard, accounting changes should be applied retrospectively<br />
unless otherwise permitted or where impracticable to determine.<br />
In addition, voluntary changes in accounting policy are made<br />
only if they result in the fi nancial statements providing reliable<br />
and more relevant information. New disclosure is required for<br />
changes in accounting policies, changes in accounting estimates<br />
and correction of errors. The standard is effective for fi scal years<br />
beginning on or after January 1, <strong>2007</strong>. The Company does not<br />
expect the application of this revised standard to have a material<br />
impact on the fi nancial statements.<br />
In December 2006, the CICA issued two new accounting standards:<br />
Handbook Section 3862, “Financial Instruments – Disclosures”<br />
and Section 3863, “Financial Instruments – Presentation”. These<br />
new standards will require increased disclosure of fi nancial<br />
instruments with particular emphasis on the risks associated<br />
with recognized and unrecognized fi nancial instruments and how<br />
those risks are managed. The standards are effective for fi scal<br />
years beginning on or after October 1, <strong>2007</strong> and the Company is<br />
currently considering the additional disclosures, if any, required in<br />
future fi nancial statements.<br />
In December 2006, the CICA issued a new accounting standard:<br />
Handbook Section 1535, “Capital Disclosures”, requiring<br />
disclosure of information about an entity’s capital and the<br />
objectives, policies, and processes for managing capital. The<br />
standard is effective for fi scal years beginning on or after October<br />
1, <strong>2007</strong> and the Company is currently considering the additional<br />
disclosures, if any, required in future fi nancial statements.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 29
MANAGEMENT’S REPORT<br />
To the shareholders of Aveiro Investment Corp.<br />
The accompanying Financial Statements of Aveiro Investment Corp. (the “Company”) are the responsibility of<br />
Management and have been prepared by Management in accordance with Canadian generally accepted accounting<br />
principles and policies as stated in the notes to the Financial Statements.<br />
The Company’s Board of Directors has approved the Financial Statements on the recommendation of the<br />
Audit Committee.<br />
John Mackay Harold Kunik<br />
CHAIRMAN CHIEF FINANCIAL OFFICER<br />
30 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report
AUDITOR’S REPORT<br />
To the shareholders of Aveiro Investment Corp.<br />
We have audited the balance sheet of Aveiro Investment Corp. as at June 30, <strong>2007</strong> and the statements of loss and<br />
defi cit and cash fl ows for the year then ended. These fi nancial statements are the responsibility of the Company’s<br />
management. Our responsibility is to express an opinion on these fi nancial statements based on our audit.<br />
We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require<br />
that we plan and perform an audit to obtain reasonable assurance whether the fi nancial statements are free of material<br />
misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the<br />
fi nancial statements. An audit also includes assessing the accounting principles used and signifi cant estimates made<br />
by management, as well as evaluating the overall fi nancial statement presentation.<br />
In our opinion, these fi nancial statements present fairly, in all material respects, the fi nancial position of the Company<br />
as at June 30, <strong>2007</strong> and the results of its operations and its cash fl ows for the year then ended in accordance with<br />
Canadian generally accepted accounting principles.<br />
The fi nancial statements as at June 30, 2006 and for the year then ended were audited by other auditors who expressed<br />
an opinion without reservation on those statements in their <strong>report</strong> dated August 18, 2006.<br />
Calgary, Canada Chartered Accountants<br />
September 7, <strong>2007</strong><br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 31
BALANCE SHEETS<br />
June 30, <strong>2007</strong> and 2006<br />
32 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
<strong>2007</strong> 2006<br />
ASSETS<br />
Property held for development (Note 4) $ 9,321,561 $ –<br />
Income-producing property (Note 5) 5,575,780 –<br />
Cash 1,930,423 –<br />
Accounts receivable 174,454 –<br />
Prepaids 84,886 –<br />
Equipment (Note 6) 52,080 –<br />
Restricted cash (Note 7) 10,000 –<br />
In<strong>corp</strong>oration costs 700 700<br />
LIABILITIES AND SHAREHOLDERS’ EQUITY<br />
$ 17,149,884 $ 700<br />
LIABILITIES<br />
Mortgages payable (Note 8) $ 7,077,950 $ –<br />
Accounts payable and accrued liabilities 278,162 6,349<br />
Security deposits 52,652 –<br />
7,408,764 6,349<br />
SHAREHOLDERS’ EQUITY (DEFICIENCY)<br />
Share capital (Note 9) 10,373,594 20,900<br />
Contributed surplus (Note 10) 283,459 16,634<br />
Defi cit (915,933 ) (43,183 )<br />
Commitments (Note 17)<br />
Subsequent events (Note 18)<br />
See accompanying notes to the fi nancial statements<br />
9,741,120 (5,649 )<br />
$ 17,149,884 $ 700<br />
On behalf of the Board of Directors:<br />
DIRECTOR DIRECTOR
STATEMENTS OF LOSS AND DEFICIT<br />
Years ended June 30, <strong>2007</strong> and 2006<br />
<strong>2007</strong> 2006<br />
Revenue $ 74,496 $ –<br />
Expenses:<br />
Property operating costs 3,558 –<br />
Corporate 673,976 6,863<br />
Stock based compensation 249,207 –<br />
Interest 14,813 –<br />
Amortization 5,692 –<br />
947,246 6,863<br />
Net loss (872,750 ) (6,863 )<br />
Defi cit, beginning of year (43,183 ) (36,320 )<br />
Defi cit, end of year $ (915,933 ) $ (43,183 )<br />
Basic and diluted net loss per share (Note 14) $ (0.1535 ) $ (0.0033 )<br />
See accompanying notes to the fi nancial statements<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 33
STATEMENTS OF CASH FLOWS<br />
Years ended June 30, <strong>2007</strong> and 2006<br />
Cash provided by (used in):<br />
34 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
<strong>2007</strong> 2006<br />
OPERATIONS<br />
Net loss<br />
Adjustments for non-cash items:<br />
$ (872,750 ) $ (6,863 )<br />
Amortization 5,692 –<br />
Stock based compensation 249,207 –<br />
Changes in non-cash operating working capital 65,125 2,669<br />
(552,726 ) (4,194 )<br />
FINANCING<br />
Issuance of mortgages payable 10,823,950 –<br />
Repayment of mortgages payable (3,746,000 ) –<br />
Shares issued for cash 11,430,000 –<br />
Restricted cash (10,000 ) –<br />
Advances from related parties – 4,194<br />
Share issue costs (1,059,688 ) –<br />
17,438,262 4,194<br />
INVESTING<br />
Purchase of income-producing property (5,579,409 ) –<br />
Purchase of property held for development (9,321,561 ) –<br />
Purchase of equipment (54,143 ) –<br />
(14,955,113 ) –<br />
Net increase in cash 1,930,423 –<br />
Cash, beginning of period – –<br />
Cash, end of period $ 1,930,423 $ –<br />
Interest paid $ 142,240 $ –<br />
See accompanying notes to the fi nancial statements
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
1. ORGANIZATION AND NATURE OF BUSINESS<br />
The Company (formerly Dagger Resources Inc.) was in<strong>corp</strong>orated under the Alberta Business Corporations Act on June 7,<br />
1996 and its articles were amended on June 24, 1996. The Company was an inactive public company until August 21, 2006,<br />
when the Board of Directors and management were changed and a new business plan was adopted.<br />
The Company is an Alberta based real estate <strong>investment</strong> company building a portfolio of real estate assets in secondary<br />
markets in western Canada consisting primarily of income producing properties in addition to other real estate to which<br />
management can conduct activity to provide fundamental value growth.<br />
These fi nancial statements have been prepared on the basis of a going concern. Should the going concern assumption<br />
not be applicable, then adjustments would be required to the carrying value of the Company’s net assets and to its statements<br />
of operations.<br />
2. BASIS OF PRESENTATION<br />
The Company prepares fi nancial statements in accordance with Canadian generally accepted accounting principles.<br />
3. SIGNIFICANT ACCOUNTING POLICIES<br />
(a) Income taxes<br />
The Company uses the liability method of accounting for future income taxes whereby future income tax assets and<br />
liabilities are determined based on temporary differences between the accounting basis and the tax basis of the assets and<br />
liabilities, and are measured using the substantively enacted tax rates and laws expected to apply when these differences<br />
reverse. In assessing whether the future tax assets are realizable, management considers whether it is more likely than<br />
not that some portion or all of the future tax assets will not be realized. The ultimate realization of future tax assets,<br />
consisting of loss carryforwards and taxable temporary differences, is dependent upon the generation of future taxable<br />
income during the periods in which those temporary differences and tax loss carryforwards can be utilized.<br />
(b) Revenue recognition<br />
Revenue from income-producing properties includes rents earned from tenants under lease agreements, realty tax and<br />
operating costs recoveries and other incidental income and is recognized as revenue over the term of the underlying<br />
leases. All rent increases based on escalation clauses in lease agreements are accounted for on a straight-line basis over<br />
the term of the respective leases.<br />
(c) Per share amounts<br />
Basic earnings per share is computed by dividing the net loss by the weighted average shares outstanding during the<br />
<strong>report</strong>ing year. Diluted earnings per share is calculated by using the treasury stock method. This method assumes that<br />
proceeds received from the exercise of in-the-money options are used to repurchase shares at the average market price<br />
for the period.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 35
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
3. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(d) Use of estimates<br />
The preparation of fi nancial statements in accordance with Canadian generally accepted accounting principles requires<br />
management to make estimates and assumptions that affect the <strong>report</strong>ed amounts of assets and liabilities and disclosure<br />
of contingent assets and liabilities at the date of the fi nancial statements and the <strong>report</strong>ed amounts of revenues and<br />
expenses during the period then ended. Actual results could differ from those estimates. Signifi cant areas requiring the<br />
use of management estimates include assessing the recoverability of income producing properties and property held<br />
for development.<br />
Accounting standard setters have determined that the use of the Black-Scholes or a customized lattice option pricing<br />
model will provide a reasonable estimate of the fair value of options granted by an enterprise. The Company has selected<br />
the Black-Scholes model as appropriate for its circumstances. The factors used in the Black-Scholes calculation are a<br />
signifi cant estimate.<br />
(e) Stock based compensation<br />
The Company uses the fair value method of accounting for stock-based compensation whereby the Company recognizes<br />
the fair value of stock options granted to employees, directors, offi cers and certain consultants. The fair value of stock<br />
options is determined using the Black-Scholes option pricing model. Consideration paid by the option holder on exercise<br />
of stock options is recorded as share capital.<br />
(f) Income-producing properties<br />
Income-producing properties are carried at cost less accumulated amortization. If events or circumstances indicate that<br />
the carrying value of the income-producing property may be impaired, a recoverability analysis is performed based upon<br />
estimated undiscounted cash fl ows to be generated from the income-producing property. If the analysis indicates that the<br />
carrying value is not recoverable from future cash fl ows, the income-producing property is written-down to estimated fair<br />
value and an impairment loss is recognized.<br />
Upon acquisition of properties, the purchase price is allocated based on estimated fair values to land, building, parking<br />
lots and intangibles, if any.<br />
Amortization of income-producing properties is provided on the following basis and rates:<br />
Buildings Straight-line up to 50 years<br />
The rates are determined based on market factors and the type of structure specifi c to the properties.<br />
(g) Property held for development<br />
Property held for development includes initial acquisition costs, other direct costs and realty taxes, interest, and operating<br />
expenses net of revenues during the period of development.<br />
36 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
3. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(h) Equipment<br />
Equipment is carried at cost less accumulated amortization. Additions and improvements are capitalized while repairs<br />
and maintenance are charged to expenses as incurred.<br />
Amortization on equipment is provided on the following basis and rates:<br />
Computer hardware 20% declining balance<br />
Offi ce equipment 20% declining balance<br />
Software 2 years straight line<br />
(i) Recent accounting pronouncements<br />
In 2005, the Canadian Institute of Chartered Accountants (“CICA”) issued three new accounting standards: Handbook<br />
Section 1530, “Comprehensive Income”, Handbook Section 3855, “Financial Instruments – Recognition and Measurement”,<br />
and Handbook Section 3865, “Hedges”. The new standards introduce the Statement of Comprehensive Income which is<br />
used to temporarily provide for gains and losses including foreign currency translation adjustments for net <strong>investment</strong>s<br />
of self sustaining foreign operations and other amounts arising from changes in fair value of <strong>investment</strong>s categorized<br />
as available for sale until they are realized and recorded in earnings. As well, all other fi nancial instruments, including<br />
derivatives, are to be included in the Company’s balance sheet and measured at fair value. In certain situations assets that<br />
are classifi ed as held to maturity will continue to be measured at cost or amortized cost.<br />
The new standards also include further clarifi cation on the application of hedge accounting which will have no impact on<br />
the Company’s fi nancial statements since the Company does not intend to enter into any hedging relationships. These<br />
new standards are effective for fi scal years beginning on or after October 1, 2006 and early adoption is permitted. The<br />
Company has assessed the impact of these new accounting standards on the fi nancial statements at July 1, <strong>2007</strong> and has<br />
determined that these standards will not have a material impact.<br />
In July of 2006, the CICA replaced Handbook Section 1506, “Accounting Changes” with a new Section 1506, “Accounting<br />
Changes” to substantially harmonize with International Accounting Standards for the accounting and disclosure of changes<br />
in accounting policies, estimates and errors. Under the new standard, accounting changes should be applied retrospectively<br />
unless otherwise permitted or where impracticable to determine. In addition, voluntary changes in accounting policy are<br />
made only if they result in the fi nancial statements providing reliable and more relevant information. New disclosure is<br />
required for changes in accounting policies, changes in accounting estimates and correction of errors. The standard is<br />
effective for fi scal years beginning on or after January 1, <strong>2007</strong>. The Company does not expect the application of this revised<br />
standard to have a material impact on the fi nancial statements.<br />
In December 2006, the CICA issued two new accounting standards: Handbook Section 3862, “Financial Instruments – Disclosures”<br />
and Section 3863, “Financial Instruments – Presentation”. These new standards will require increased disclosure of fi nancial<br />
instruments with particular emphasis on the risks associated with recognized and unrecognized fi nancial instruments and how<br />
those risks are managed. The standards are effective for fi scal years beginning on or after October 1, <strong>2007</strong> and the Company is<br />
currently considering the additional disclosures, if any, required in future fi nancial statements.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 37
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
3. SIGNIFICANT ACCOUNTING POLICIES (continued)<br />
(i) Recent accounting pronouncements (continued)<br />
In December 2006, the CICA issued a new accounting standard: Handbook Section 1535, “Capital Disclosures”, requiring<br />
disclosure of information about an entity’s capital and the objectives, policies, and processes for managing capital. The<br />
standard is effective for fi scal years beginning on or after October 1, <strong>2007</strong> and the Company is currently considering the<br />
additional disclosures, if any, required in future fi nancial statements.<br />
4. PROPERTY HELD FOR DEVELOPMENT<br />
Property held for development includes bare land in Airdrie and Lethbridge, Alberta. Property held for development includes<br />
$219,752 of interest and $1,282 of other carrying charges capitalized during the year.<br />
On January 1, <strong>2007</strong>, the Company acquired real property for $7,750,000 from a company (the “Vendor”). Two individuals,<br />
independent of the Vendor’s owner, were offi cers of the Vendor during negotiations to purchase the property from the Vendor.<br />
The two individuals were directors and offi cers of the Company at the time the Company and the Vendor entered into an<br />
agreement of purchase and sale. The two individuals remained as directors and offi cers subsequent to closing. The transaction<br />
terms were determined based on, among other things, negotiation between the Company and Vendor and an independent<br />
third party valuation.<br />
5. INCOME-PRODUCING PROPERTY<br />
<strong>2007</strong><br />
Accumulated<br />
2006<br />
Cost Amortization Net Book Value Net Book Value<br />
Building $ 4,350,256 $ 3,629 $ 4,346,627 $ –<br />
Land 1,229,153 – 1,229,153 –<br />
6. EQUIPMENT<br />
38 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
$ 5,579,409 $ 3,629 $ 5,575,780 $ –<br />
<strong>2007</strong><br />
Accumulated<br />
2006<br />
Cost Amortization Net Book Value Net Book Value<br />
Computer hardware $ 22,395 $ 947 $ 21,448 $ –<br />
Offi ce equipment 30,873 959 29,914 –<br />
Software 875 157 718 –<br />
$ 54,143 $ 2,063 $ 52,080 $ –
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
7. RESTRICTED CASH<br />
The Company is required to set aside $10,000 in term deposits that are held by the Bank of Montreal as security relating to the<br />
use of Corporate Credit Cards.<br />
8. MORTGAGES PAYABLE<br />
<strong>2007</strong> 2006<br />
<strong>First</strong> mortgage and demand promissory note (which note can only be<br />
demanded on default or if in the opinion of the bank, there has been a<br />
change in the business fi nancial condition, operations or conduct of the<br />
Company which will adversely affect either the Company’s ability to fulfi ll<br />
its obligations or the bank’s security) bearing interest at prime plus 1%<br />
per annum (an effective rate of 7%), with interest payable monthly, secured<br />
by land having a net book value of $1,350,527 to be repaid on<br />
December 13, 2008. $ 665,950 $ –<br />
<strong>First</strong> mortgage and demand promissory note (which note can only be<br />
demanded on default or if in the opinion of the bank, there has been a<br />
change in the business fi nancial condition, operations or conduct of the<br />
Company which will adversely affect either the Company’s ability to<br />
fulfi ll its obligations or the bank’s security) bearing interest at prime<br />
plus 1% per annum (an effective rate of 7%), with interest only monthly<br />
payments from July to October <strong>2007</strong> and blended interest and principal<br />
monthly payments thereafter, secured by land and a building having<br />
a net book value of $5,575,780 to be repaid on June 13, 2012. 3,625,000 –<br />
<strong>First</strong> mortgage bearing interest at 7.5% per annum secured by land<br />
having a net book value of $7,971,034 with interest only quarterly<br />
payments, due on May 15, 2009. 735,000 –<br />
Second mortgage bearing interest at 7.5% per annum secured by<br />
land having a net book value of $7,971,034 to be repaid in two equal<br />
installments of $1,026,000 plus interest on October 16, <strong>2007</strong><br />
and April 16, 2008. 2,052,000 –<br />
$ 7,077,950 $ –<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 39
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
8. MORTGAGES PAYABLE (continued)<br />
The repayment provisions of the mortgage agreements require repayment of the principal amounts as follows:<br />
2008 $ 2,108,820<br />
2009 1,491,295<br />
2010 96,876<br />
2011 103,879<br />
2012 3,277,080<br />
9. SHARE CAPITAL<br />
a) Authorized:<br />
Unlimited Class “A” and “B” voting common shares<br />
Unlimited Class “C” non-voting common shares<br />
Unlimited number of preferred shares<br />
b) Issued:<br />
40 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
$ 7,077,950<br />
Number<br />
of Shares Amount<br />
Class “A” voting common shares<br />
Balance, June 30, 2005 and 2006 2,050,000 $ 20,900<br />
Private placement 11,430,000 11,430,000<br />
Share issue costs – (1,077,306 )<br />
Balance June 30, <strong>2007</strong> 13,480,000 $ 10,373,594
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
10. CONTRIBUTED SURPLUS<br />
<strong>2007</strong> 2006<br />
Balance, beginning of year $ 16,634 $ –<br />
Forgiven amounts due to a former shareholder – 16,634<br />
Stock based compensation 249,207 –<br />
Stock based share issuance costs 17,618 –<br />
Balance, end of year $ 283,459 $ 16,634<br />
Contributed surplus arises as a result of recording the fair value of options and warrants granted during the year (see Notes<br />
11 and 12). The fair value of the options and warrants is recorded to contributed surplus as the options and warrants vest.<br />
Upon exercise, the proceeds received, as well as any balance previously recorded to contributed surplus, is credited to<br />
share capital.<br />
The amount due to a shareholder was forgiven on June 30, 2006 and has been credited to contributed surplus.<br />
11. STOCK OPTIONS<br />
The Company’s Stock Option Plan provides certain directors, offi cers, employees and consultants of the Company an<br />
opportunity to purchase Class “A” voting common shares (“Common Shares”) and to benefi t from the appreciation thereof.<br />
The number of options authorized by the board at June 30, <strong>2007</strong> is 1,348,000 to acquire 1,348,000 Common Shares.<br />
Options vest and expire as set forth in the Option Agreements as determined at the time of granting the Option by the Board.<br />
The exercise price at the date of granting approximates fair market value. The following table summarizes the stock options<br />
outstanding at June 30, <strong>2007</strong>:<br />
<strong>2007</strong> 2006<br />
Weighted Weighted<br />
Number of average Number of average<br />
Options exercise price Options exercise price<br />
Outstanding, beginning of year – $ – – $ –<br />
Granted 1,345,000 1.00 – –<br />
Outstanding, end of year 1,345,000 $ 1.00 – $ –<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 41
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
11. STOCK OPTIONS (continued)<br />
Options outstanding at June 30, <strong>2007</strong> consist of the following:<br />
42 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
Weighted average<br />
Exercise Number remaining Number<br />
price Outstanding contractual life exercisable<br />
$ 1.00 1,345,000 9.96 years 446,668<br />
The fair value per option granted was $0.43. The compensation expense related to stock options granted under the Stock<br />
Option Plan for the year ended June 30, <strong>2007</strong> amounted to $249,207. The compensation expense was determined based<br />
on the fair value of the stock options at the date of grant using the Black-Scholes option pricing model with the following<br />
assumptions:<br />
Expected option life 10 years<br />
Risk-free interest rate 4.62 %<br />
Dividend yield Nil<br />
Expected volatility 20 %<br />
12. WARRANTS<br />
In conjunction with the company’s private placement of 11,430,000 Common Shares, 239,067 warrants to acquire 239,067<br />
Common Shares were issued to agents of the Company as part of their commission compensation package. These warrants<br />
vested immediately and expire December 31, <strong>2007</strong>.<br />
The following table summarizes the warrants outstanding at June 30, <strong>2007</strong>:<br />
<strong>2007</strong> 2006<br />
Weighted Weighted<br />
Number of average Number of average<br />
Warrants exercise price Warrants exercise price<br />
Outstanding, beginning of year – $ – – $ –<br />
Granted 239,067 $ 1.00 – $ –<br />
Outstanding, end of year 239,067 $ 1.00 – $ –
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
12. WARRANTS (continued)<br />
Warrants outstanding at June 30, <strong>2007</strong> consist of the following:<br />
Weighted average<br />
Exercise Number remaining Number<br />
price Outstanding contractual life exercisable<br />
$ 1.00 239,067 .50 years 239,067<br />
The fair value per option granted was $0.07. The share issuance commission expense related to warrants granted for the year<br />
ended June 30, <strong>2007</strong> amounted to $17,618. The share issuance commission expense was determined based on the fair value<br />
of the warrants at the date of grant using the Black-Scholes option pricing model with the following assumptions:<br />
Expected warrant life .58 years<br />
Risk-free interest rate 4.62 %<br />
Dividend yield Nil<br />
Expected volatility 20 %<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 43
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
13. FUTURE INCOME TAXES<br />
The following table reconciles income taxes calculated at the Canadian statutory rate with actual income taxes:<br />
44 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report<br />
<strong>2007</strong> 2006<br />
Loss before taxes $ (872,750 ) $ (6,863 )<br />
Canadian statutory rate 32.12 % 32.12 %<br />
Expected income taxes $ (280,327 ) $ (2,204 )<br />
Effect on taxes resulting from:<br />
Non-deductible stock based compensation 80,045 –<br />
Change in tax rates 22,330 –<br />
Valuation allowance 171,065 2,204<br />
Other 6,887 –<br />
Provision for Income taxes $ – $ –<br />
The net future income tax liability is comprised of:<br />
<strong>2007</strong> 2006<br />
Future income tax liabilities<br />
Income producing properties and equipment in excess of tax values $ 25,615 $ –<br />
Future income tax assets<br />
Unused non-capital tax losses (263,313 ) (7,024 )<br />
Share issuance costs (241,608 ) –<br />
Valuation allowance 479,306 7,024<br />
Net future income taxes $ – $ –<br />
As at June 30, <strong>2007</strong> the Company has non-capital losses available to carry forward to future years of approximately $923,907<br />
(2006 - $21,868). These losses will begin to expire in 2026.<br />
The non-capital loss carry-forwards refl ected above expire as follows:<br />
2026 $ 5,234<br />
2027 918,673<br />
$ 923,907
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
14. LOSS PER SHARE<br />
Basic and diluted net loss per share is calculated using the weighted average number of shares outstanding during the period.<br />
There were no dilutive options or warrants outstanding at June 30, <strong>2007</strong>. Basic and diluted net loss per share is calculated<br />
as follows:<br />
<strong>2007</strong> 2006<br />
Weighted Basic and Weighted Basic and<br />
average diluted average diluted<br />
common net loss common net loss<br />
Net loss shares per share Net loss shares per share<br />
$ (872,750 ) $ 5,685,371 $ (0.1535 ) $ (6,863 ) 2,050,000 $ (0.0033 )<br />
15. RELATED PARTY TRANSACTIONS<br />
During the year the Company entered into an agreement with True North Strategy Corp. to provide the Company with strategic<br />
management services. Pursuant to the terms of the strategic management agreement, the Manager is entitled to a fee equal<br />
to 1.5% of the defi ned net assets of the Company payable as to 0.125% plus tax calculated at the end of each calendar month.<br />
In the event that the Company purchases any assets (other than the Airdrie industrial land), whether by direct acquisition,<br />
<strong>corp</strong>orate acquisition, amalgamation, majority or minority <strong>investment</strong> or otherwise, the Manager will be entitled to a fee equal<br />
to 1.5% of the acquisition price or transaction value, as the case may be. Certain offi cers and directors of the Company are<br />
shareholders of True North Strategy Corp. There was a total of $159,318 of management fees and acquisition fees which were<br />
included in <strong>corp</strong>orate expenses that were incurred during the year to True North Strategy Corp. of which $15,422 are included<br />
in accounts payable and accrued liabilities.<br />
In April of <strong>2007</strong>, the Company entered into an agreement with a company which shares certain common offi cers and directors,<br />
pursuant to which the Company provides shared offi ce costs, including rent and overhead, at the fi xed amount of $6,000<br />
per month. During the year, $18,000 related to this agreement has been recorded in revenue. Also included in general<br />
and administrative expenses for the year ended June 30, <strong>2007</strong> is $17,312 in offi ce costs paid to a company with common<br />
management. In addition, general and administrative expenses in the amount of $4,651 were paid on that company’s behalf<br />
and were subsequently reimbursed during the period.<br />
Related party transactions are in the normal course of operations and are recorded at the exchange amount which management<br />
believes to be at market rates under normal terms and conditions.<br />
Aveiro Investment Corp. | <strong>2007</strong> Annual Report | 45
NOTES TO THE FINANCIAL STATEMENTS June 30, <strong>2007</strong> and 2006<br />
16. RISK MANAGEMENT AND FAIR VALUES<br />
a) Risk management:<br />
i. Interest rate risk:<br />
The Company is exposed to interest rate risk on its variable rate mortgages payable. It minimizes this risk by restricting<br />
mortgages payable to 75% of the purchase price of the property.<br />
ii. Credit risk:<br />
The Company is exposed to credit risk as an owner of real estate in that tenants may become unable to pay the<br />
contracted rents. Management mitigates this risk by carrying out appropriate credit checks and related due diligence<br />
on the signifi cant tenants.<br />
b) Financial instruments:<br />
The fair values of the Company’s cash, accounts receivable, restricted cash, accounts payable and accrued liabilities, and<br />
mortgages payable approximate their carrying amounts.<br />
17. COMMITMENTS<br />
The Company has entered into an 18 month lease for a portion of its premises which requires <strong>annual</strong> payments of $46,693.<br />
The remainder of the premises is leased under a 24 month term and requires <strong>annual</strong> payments of $117,852. The leases expire<br />
on September 15, 2008 and March 14, 2009 respectively.<br />
In addition the Company has entered into a 48 month lease of its photocopier requiring <strong>annual</strong> payments of $3,024. This lease<br />
expires in February of 2011.<br />
18. SUBSEQUENT EVENTS<br />
Subsequent to year end, the Company entered into an agreement which completed the lease arrangements for one hundred<br />
percent of the available space in its 110,205 square foot warehouse at $776,000 per annum.<br />
On July 17, <strong>2007</strong>, the Company issued from treasury an additional 3,000,000 Common Shares at $1.50 per share for aggregate<br />
gross proceeds of $4,500,000.<br />
On August 29, <strong>2007</strong>, the Company acquired an income producing property having an approximate value of $2,000,000. The<br />
Company paid $2,000,000 for the property by issuing 1,238,095 Common Shares. The Company entered into a lease agreement<br />
for one hundred percent of the available space for $240,000 per annum. The Company paid a fi nders fee in the amount of<br />
$100,000 in connection with the transaction by issuing 61,908 Common Shares.<br />
46 | Aveiro Investment Corp. | <strong>2007</strong> Annual Report
AUDITORS<br />
Grant Thornton LLP<br />
1000, 112 - 4th Avenue SW<br />
Calgary, Alberta<br />
T2P 0H3<br />
Tel. 403.260.2500<br />
Fax. 403.260.2571<br />
www.grantthornton.ca<br />
Canadian member of Grant Thornton International<br />
SOLICITORS<br />
Macleod Dixon LLP<br />
3700 Canterra Tower<br />
400 Third Avenue SW<br />
Calgary, Alberta<br />
T2P 4H2<br />
Tel. 403.267.8222<br />
Fax. 403.264.5973<br />
www.macleoddixon.com<br />
TRANSFER AGENT<br />
Olympia Trust Company<br />
2300, 125th - 9th Ave SW<br />
Calgary Alberta<br />
T2G 0P6<br />
Tel. 403.261.0900<br />
www.olympiatrust.com
AVEIRO INVESTMENT CORP.<br />
200 - 1204 Kensington Rd. N.W. Calgary, Alberta T2N 3P5<br />
Tel 403.237.6800 | Fax 403.266.1541<br />
general@<strong>aveiro</strong>.ca | www.<strong>aveiro</strong>.ca