CALGARY, Alberta — Walton Westphalia Development Corporation (the “Corporation”) announced today its results for the third quarter of 2018. Launched in March 2012, the Corporation was formed to provide investors with the opportunity to participate in the acquisition and development of the 310-acre Westphalia Property (the “Property or the “Project”) located in Prince George’s County, Maryland, United States of America.

Third Quarter Highlights

During the period ended September 30, 2018, the Corporation continued to take steps toward its construction and financing activities. The key activities undertaken by the Corporation were as follows:

Construction Activities

Continued construction of the initial phase of the Westphalia Green central park;
Continued installation of the dry utility conduit in Blocks F and G;
Began installation of privately maintained lighting located within the alley areas;
Submitted for and received the final approval and release for the water and sewer construction and installation; and
Continued with the design of the Pennsylvania Avenue / Woodyard Road interchange
Requested bids from contractors for the construction of the Woodyard Road interchange project.
Financing Activities

The Corporation has entered into the New Loan Program with WWMN (described fully in note 6 of the Financial Statements). The New Loan Program is available to a maximum principal amount of $30 million USD and advances under this facility have been used to repay the Senior Lender, repay certain additional unsecured debt and subordinated debt, and to fund working capital of the project. The New Loan Program matures June 2021.
The Corporation has been working with a new Canadian-based financing company in order to refinance the loan from the Mezzanine Lender. The Corporation has been actively working on the terms, conditions and documentation of a new credit facility that is proposed to, amongst other uses, repay in full the Mezzanine Lender, provide additional working capital to the project and fund an interest reserve for debt servicing requirements on the new facility. The maturity date of the Mezzanine Loan is November 30, 2018.
The Corporation continued to work with the County and its team to complete the due diligence requirements in order to market and sell the TIF bonds. The Corporation has made significant progress and anticipates the bonds will be issued in the fourth quarter of 2018.
Sales Activities

The Corporation has entered into a conditional purchase and sale agreement for a bulk sale of the Phase 1A lands. The transaction remains conditional subject to due diligence being undertaken by the purchaser.
The single-family market in the Washington, D.C. metropolitan statistical area (“MSA”), and specifically in the Prince George’s County submarket, continues to be strong. The Project is selling lots to three homebuilders, NVR, Inc., Mid-Atlantic Builders and Haverford Homes. As of October 31, 2018 NVR, Inc. had closed on 123 lots, Haverford Homes had closed on 79 lots, and Mid- Atlantic Builders had closed on 53 lots. NVR reported 131 home sales (contracts with future home owners), Haverford reported 74 home sales and Mid-Atlantic reported 57 home sales. There have been 181 occupancies; 94 for NVR, 54 for Haverford, and 33 for Mid-Atlantic.

Third Quarter Financial Results

During the three and nine months ended September 30, 2018 and September 30, 2017, the Corporation recognized revenue on contracts of $3,197,192 (September 30, 2017 – $1,737,747) and $9,266,847 (September 30, 2017 – $7,643,238 ), respectively, from single family lot sales in Phase 1. The cost of sales relating to the lot sales was $3,197,192 (September 30, 2017 – $1,430,795) and $9,266,847 (September 30, 2017 – $6,742,061) with an additional $41,274 and 127,650, respectively, relating to selling costs and commissions. The revenue and cost of sales recognized for the three and nine months ended September 30, 2018 and 2017 was in respect to the sale of 33 (September 30, 2017 – 16) and 92 (September 30, 2017 – 77) Phase 1 single family lots to home builders, respectively.

For the three months ended September 30, 2018, total other expenses increased by $6,101 from $325,629 for the three months ended September 30, 2017 to $331,730 for the three months ended September 30, 2018. The decrease in expenses was primarily due to a decrease in marketing expenses of $9,843, a decrease in professional fees of $14,380, a decrease in office and other expenses of $20,202, and an increase in interest income of $19,350, related to the cost-sharing agreement between the Corporation and WUSF1. The decrease was partially offset by an increase of $13,104 in director fees, and a loss on extinguishment of debt of $45,870.

For the nine months ended September 30, 2018, total other expenses decreased by $140,047 from $930,674 for the nine months ended September 30, 2017 to $790,627 for the nine months ended September 30, 2018. The decrease in expenses was primarily due to a decrease in marketing expenses of $83,800, a decrease in professional fees of $7,250, a decrease in office and other expenses of $23,989, and an increase in interest income of $109,073, related to the cost-sharing agreement between the Corporation and WUSF1. The decrease was partially offset by an increase of $26,180 in director fees, a loss on extinguishment of debt of $45,870.

For the three months ended September 30, 2018 total other items, consisting of foreign exchange gains and losses, was a loss of $426,592. When compared to the three months ended September 30, 2017 loss of $948,129, there is a variance of $521,537 in total other items contributing to Net Loss between the respective period ends. As the Canadian dollar has weakened, the underlying Canadian dollar intercompany debentures and intercompany debt contracts in the U.S. Subsidiary reflected a foreign exchange gain that is non-eliminating upon consolidation.

For the nine months ended September 30, 2018 total other items, consisting of foreign exchange gains and losses, was a gain of $795,981. When compared to the nine months ended September 30, 2017 loss of $1,767,770, there is a variance of $2,563,751 in total other items contributing to Net Loss between the respective period ends. As the Canadian dollar has weakened, the underlying Canadian dollar intercompany debentures and intercompany debt contracts in the U.S. Subsidiary reflected a foreign exchange gain that is non-eliminating upon consolidation.

Comprehensive loss decreased by $1,016,011 from $1,451,645 for the three months ended September 30, 2017, to $435,634 for the three months ended September 30, 2018. Comprehensive loss increased by $3,807,513 from $2,697,102 for the nine months ended September 30, 2017, to $6,504,615 for the nine months ended September 30, 2018. The increase is due to the items discussed above as well as a $1,154,052 and $764,383, respectively, decrease in other comprehensive income due to changes in the cumulative translation losses recorded on the translation of the U.S. Subsidiary accounts from a functional currency of U.S. dollars to Canadian dollars for reporting purposes.

Additional Information

The Corporation is managed by Walton Global Investment Ltd. and the development of the Project is managed by Walton Development & Management (USA), Inc., both of which are members of the Walton Group of Companies.

The Walton Group of Companies (“Walton”) is a multinational real estate investment, planning, and development group concentrating on the research, acquisition, administration, planning and development of strategically located land in major North American growth corridors.

Its communities are comprehensively designed in collaboration with local residents for the benefit of community stakeholders. Its goal is to build communities that will stand the test of time: hometowns for present and future generations.