Amica Mature Lifestyles Inc. Annual Information Form

Amica Mature Lifestyles Inc. Annual Information Form Amica Mature Lifestyles Inc. Annual Information Form

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Amica Mature Lifestyles Inc. Annual Information Form AUGUST 12, 2011 Annual Information Form 2011 1

<strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong><br />

AUGUST 12, 2011<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 1


TABLE OF CONTENTS<br />

NOTES REGARDING THIS ANNUAL INFORMATION FORM ...................................................... 5<br />

DATE OF ANNUAL INFORMATION FORM .............................................................................................................................. 5<br />

NON-GAAP FINANCIAL MEASURES ...................................................................................................................................... 5<br />

NOTE REGARDING FORWARD-LOOKING STATEMENTS ..................................................................................................... 5<br />

CORPORATE STRUCTURE ................................................................................................................... 7<br />

NAME, ADDRESS AND INCORPORATION ............................................................................................................................... 7<br />

INTERCORPORATE RELATIONSHIPS ........................................................................................................................................ 8<br />

CO-TENANCY SCHEDULE ........................................................................................................................................................ 8<br />

GENERAL DEVELOPMENT OF THE BUSINESS ............................................................................. 9<br />

NEW COMMUNITIES OPENED ................................................................................................................................................. 9<br />

EQUITY FINANCINGS.............................................................................................................................................................. 10<br />

ACQUISITION OF ADDITIONAL OWNERSHIP INTERESTS IN CO-TENANCIES .................................................................. 10<br />

Fiscal 2009 and Fiscal 2010 ............................................................................................................... 10<br />

Fiscal 2011 ......................................................................................................................................... 10<br />

Subsequent to May 31, 2011 ............................................................................................................... 12<br />

NEW DEVELOPMENTS ............................................................................................................................................................ 12<br />

FINANCING AND REFINANCINGS OF PROPERTIES .............................................................................................................. 12<br />

DEMAND OPERATING LOAN ................................................................................................................................................ 13<br />

SETTLEMENT OF BELLEVUE DISPUTE.................................................................................................................................. 13<br />

AMICA AT KINGSTON INVESTMENT ..................................................................................................................................... 14<br />

DIVIDENDS .............................................................................................................................................................................. 14<br />

NORMAL COURSE ISSUER BID PROGRAM ............................................................................................................................ 14<br />

BUSINESS OF AMICA ........................................................................................................................... 15<br />

OVERVIEW ............................................................................................................................................................................... 15<br />

OPERATING SEGMENTS ......................................................................................................................................................... 15<br />

SHIFT IN STRATEGY ................................................................................................................................................................ 16<br />

FISCAL 2012 STRATEGY .......................................................................................................................................................... 17<br />

GROWTH STRATEGY ............................................................................................................................................................... 17<br />

Internal Growth .................................................................................................................................. 17<br />

Portfolio Growth ................................................................................................................................. 18<br />

PRINCIPLES OF WELLNESS & VITALITY ........................................................................................................................... 19<br />

BRANDING ............................................................................................................................................................................... 19<br />

CUSTOMER FOCUS ................................................................................................................................................................... 19<br />

AMICA COMMUNITIES ............................................................................................................................................................ 20<br />

SALES AND MARKETING ........................................................................................................................................................ 20<br />

MANAGEMENT TEAM AND EMPLOYEES .............................................................................................................................. 21<br />

Community Staffing ............................................................................................................................. 21<br />

Staff Education and Training .............................................................................................................. 22<br />

FINANCING STRATEGY ........................................................................................................................................................... 22<br />

Financing Environment ...................................................................................................................... 23<br />

Managing Capital ............................................................................................................................... 23<br />

Mortgages Payable: Consolidated Properties .................................................................................... 24<br />

Mortgages Payable: Non-consolidated Properties ............................................................................. 25<br />

OVERVIEW OF PROPERTY PORTFOLIO ........................................................................................ 26<br />

OPERATING PROPERTIES ....................................................................................................................................................... 26<br />

PROPERTIES UNDER DEVELOPMENT................................................................................................................................... 27<br />

PROPERTIES IN PRE-DEVELOPMENT ................................................................................................................................... 27<br />

CONDOMINIUMS...................................................................................................................................................................... 27<br />

OCCUPANCY ............................................................................................................................................................................. 28<br />

Historical Occupancy ......................................................................................................................... 29<br />

THE SENIORS HOUSING MARKET IN CANADA .......................................................................... 30<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 2


TYPES OF HOUSING AND SERVICE OPTIONS FOR SENIORS IN CANADA......................................................................... 30<br />

Independent Living .............................................................................................................................. 30<br />

Assisted Living .................................................................................................................................... 30<br />

Intermediate/Long-Term Care ............................................................................................................ 30<br />

DEMAND AND SUPPLY ........................................................................................................................................................... 30<br />

Favourable Demographics ................................................................................................................. 30<br />

<strong>Inc</strong>reasing Life Expectancy ................................................................................................................. 31<br />

<strong>Inc</strong>reasing Seniors’ Affluence ............................................................................................................. 31<br />

Changing Family Dynamics................................................................................................................ 32<br />

Health and Lifestyle ............................................................................................................................ 32<br />

COMPETITION ......................................................................................................................................................................... 32<br />

RISK FACTORS ....................................................................................................................................... 34<br />

General Business Risks ....................................................................................................................... 34<br />

Real Property Ownership and Lack of Diversity ................................................................................ 34<br />

Reliance on Ability of Capital Participants to Meet Their Obligations .............................................. 35<br />

Market Risk ......................................................................................................................................... 35<br />

Global Economic Financial Conditions .............................................................................................. 36<br />

Credit Risk .......................................................................................................................................... 36<br />

Liquidity Risk ...................................................................................................................................... 37<br />

Development Risk................................................................................................................................ 39<br />

Guarantee Risk ................................................................................................................................... 39<br />

Continued Growth ............................................................................................................................... 40<br />

Geographic Concentration ................................................................................................................. 40<br />

Competition ......................................................................................................................................... 40<br />

Reliance on Attracting Seniors with Sufficient Resources to Pay ....................................................... 41<br />

Reliance on Rentals and Rental <strong>Inc</strong>reases .......................................................................................... 41<br />

Reliance on Attracting Capital Participants ....................................................................................... 41<br />

Operational Risks ............................................................................................................................... 41<br />

Litigation and Other Disputes May Adversely Affect the Company’s Assets and Share Price ........... 42<br />

Labour Relations ................................................................................................................................. 42<br />

Personnel ............................................................................................................................................ 42<br />

Liability and Insurance ....................................................................................................................... 42<br />

Possible Environmental Liabilities ..................................................................................................... 42<br />

Changes in the Regulatory Environment ............................................................................................ 43<br />

RISKS RELATED TO THE STRUCTURE OF AMICA ................................................................................................................. 43<br />

Change of Control............................................................................................................................... 43<br />

Dilution ............................................................................................................................................... 43<br />

Dividends ............................................................................................................................................ 44<br />

Disclosure Controls and Internal Controls Over Financial Reporting .............................................. 44<br />

Key Executives .................................................................................................................................... 44<br />

Conflicts of Interest ............................................................................................................................. 44<br />

DIVIDENDS AND DIVIDEND POLICY ............................................................................................. 45<br />

DESCRIPTION OF CAPITAL STRUCTURE ...................................................................................... 46<br />

DESCRIPTION OF SHARE CAPITAL ........................................................................................................................................ 46<br />

Common Shares: ................................................................................................................................. 46<br />

Preferred Shares: ................................................................................................................................ 46<br />

MARKET FOR SECURITIES ................................................................................................................ 47<br />

DIRECTORS, OFFICERS AND SENIOR MANAGEMENT ............................................................. 48<br />

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS ............................................................................ 52<br />

CONFLICTS OF INTEREST ................................................................................................................ 53<br />

PROMOTERS .......................................................................................................................................... 53<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 3


INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS .................. 53<br />

LEGAL PROCEEDINGS AND REGULATORY ACTIONS ............................................................... 53<br />

LEGAL PROCEEDINGS ............................................................................................................................................................ 53<br />

REGULATORY ACTIONS .......................................................................................................................................................... 54<br />

TRANSFER AGENTS AND REGISTRARS ......................................................................................... 54<br />

MATERIAL CONTRACTS ..................................................................................................................... 54<br />

INTERESTS OF EXPERTS ................................................................................................................... 54<br />

ADDITIONAL INFORMATION .......................................................................................................... 54<br />

AUDIT COMMITTEE ............................................................................................................................ 55<br />

AUDIT COMMITTEE CHARTER AND PRE-APPROVAL POLICIES AND PROCEDURES ...................................................... 55<br />

AUDIT COMMITTEE COMPOSITION ...................................................................................................................................... 55<br />

EXTERNAL AUDITOR SERVICE FEES .................................................................................................................................... 55<br />

APPENDIX “A” ....................................................................................................................................... 57<br />

AUDIT COMMITTEE TERMS OF REFERENCE ....................................................................................................................... 57<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 4


NOTES REGARDING THIS ANNUAL INFORMATION FORM<br />

DATE OF ANNUAL INFORMATION FORM<br />

This <strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> (“AIF”) is dated August 12, 2011. Except where otherwise<br />

indicated, the information contained in this AIF is stated as of May 31, 2011, the end of <strong>Amica</strong><br />

<strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>.’s most recently completed financial year.<br />

All references in this AIF to “<strong>Amica</strong>” or the “Company” means <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>.,<br />

either alone or together with some or all of its subsidiaries, as the context requires.<br />

All references to “dollars” or “$” are to Canadian dollars, unless otherwise indicated.<br />

Some of the information provided under “THE SENIORS HOUSING MARKET IN CANADA”<br />

was prepared by third parties including Statistics Canada. Although <strong>Amica</strong> has no reason to<br />

believe that such information is inaccurate or incomplete, <strong>Amica</strong> cannot guarantee the accuracy<br />

or completeness of such information.<br />

NON-GAAP FINANCIAL MEASURES<br />

This AIF makes reference to the following terms: “EBITDA” and “MARPAS” (collectively the<br />

“Non-GAAP Measures”). These Non-GAAP Measures are not recognized under Canadian<br />

generally accepted accounting principles (“GAAP”) and do not have standardized meanings<br />

prescribed by GAAP. The Company considers these and other Non-GAAP Measures relevant in<br />

evaluating the operating and financial performance of the Company, along with GAAP measures<br />

such as net earnings (loss), comprehensive income (loss), basic and diluted income (loss) per<br />

share and cash provided by (used in) operations. Please see “NON-GAAP FINANCIAL<br />

MEASURES” in the Company’s management’s discussion and analysis for the year ended May<br />

31, 2011 (“MD&A”), which has been filed on the System for Electronic Document Analysis and<br />

Retrieval (“SEDAR”) at www.sedar.com under <strong>Amica</strong>’s profile, for a full description of these<br />

Non-GAAP Measures.<br />

NOTE REGARDING FORWARD-LOOKING STATEMENTS<br />

This AIF contains "forward-looking information" within the meaning of applicable securities<br />

laws ("forward-looking statements"). These forward-looking statements are made as of the date<br />

of this AIF and the Company does not intend, and does not assume any obligation, to update<br />

these forward-looking statements, except as otherwise required by law. Users of forward-looking<br />

statements are cautioned that actual results may vary from forward-looking statements contained<br />

herein.<br />

Forward-looking statements include, but are not limited to, statements regarding: the Company’s<br />

growth prospects; the number of new developments the Company will undertake; the opportunity<br />

to acquire existing qualified residences and the Company making such acquisitions; the Company<br />

increasing its ownership in existing <strong>Amica</strong> properties; commencing construction in Fiscal 2012<br />

on one or more developments currently in pre-development; the number of suites/condominium<br />

units that will be available for lease/sale; future occupancy rates; the Company’s business model<br />

and strategy going forward; anticipated future revenues and financial results; estimates of<br />

capitalization rates based on estimates of stabilized occupancy and net operating income; the<br />

future of the seniors housing market in Canada; the success of the Company’s branding strategy;<br />

the types of accommodation and future services that will be provided by the Company; the<br />

Company’s acquisition, development and financing prospects and strategies; future growth and<br />

value for shareholders; MARPAS and operating income; expected future financing opportunities,<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 5


the ability of the Company to refinance or extend mortgages on favourable terms; the holders of<br />

mortgages not meeting their debt service covenants not taking any action in respect of the<br />

mortgages; the potential to increase debt on certain 100% owned communities to generate<br />

additional financial resources; the <strong>Amica</strong> at Kingston co-tenancy’s intent to either assign its<br />

interest in the purchase agreement for the lands or sell the land, and the company’s belief that it<br />

will recover its deposit on the land; management of cash resources; the potential to earn future<br />

marketing bonuses and design and marketing fees and potential to receive incentive fees based on<br />

operating performance of the seniors residences; the Company’s ability to fund operating and<br />

capital expenditures for at least 12 months; dividends; the timing for payment of contractual<br />

obligations; the Company’s expectation that current litigation matters will not have any adverse<br />

effect on the Company’s business or financial condition; and other similar statements concerning<br />

anticipated future events, conditions or results that are not historical facts. In certain cases,<br />

forward-looking statements can be identified by the use of words such as “plans”, “expects” or<br />

“does not expect”, “is expected”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”,<br />

“anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases or<br />

statements that certain actions, events or results “may”, “could”, “would”, “might” or “will be<br />

taken”, “occur” or “be achieved”. While the Company has based these forward-looking<br />

statements on its expectations about future events as at the date that such statements were<br />

prepared, the statements are not a guarantee of the Company’s future performance and are subject<br />

to risks, uncertainties, assumptions and other factors which could cause actual results to differ<br />

materially from future results expressed or implied by such forward-looking statements. Such<br />

factors and assumptions include, amongst others, the effects of general economic and market<br />

conditions; the future size, state and affluence of the seniors population in North America, actions<br />

by government authorities, including the granting of zoning and other approvals and permits;<br />

uncertainties associated with potential legal proceedings and negotiations, including negotiations<br />

with respect to construction financing and debt refinancing; and misjudgements in the course of<br />

preparing forward-looking statements. In addition, there are known and unknown risk factors<br />

which could cause the actual results, performance or achievements of the Company to be<br />

materially different from any future results, performance or achievements expressed or implied<br />

by the forward-looking statements. Known risk factors include, among others, risks related to<br />

dependence on the ability of <strong>Amica</strong>’s co-tenancy participants to meet their obligations; interest<br />

rate volatility in the marketplace; job actions including strikes and labour stoppages; possible<br />

liability under environmental laws and regulations relating to removal or remediation of<br />

hazardous or toxic substances on properties owned or operated by <strong>Amica</strong>; risks associated with<br />

new developments, including cost overruns and start-up losses; the ability of seniors to pay for<br />

<strong>Amica</strong>’s services; regulatory changes; risks inherent in the ownership of real property;<br />

operational risks inherent in owning and operating residences; the risks associated with global<br />

events such as infectious diseases, extreme weather conditions and natural disasters; the<br />

availability of capital to finance growth or refinance debt as it comes due; <strong>Amica</strong>’s ability to<br />

attract seniors with its services and keep pace with changing consumer preferences, as well as<br />

those factors discussed in the “Risk Factors” section of this AIF. Although the Company has<br />

attempted to identify important factors that could cause actual actions, events or results to differ<br />

materially from those described in forward-looking statements, there may be other factors that<br />

cause actions, events or results not to be as anticipated, estimated or intended. There can be no<br />

assurance that forward-looking statements, or the material factors or assumptions used to develop<br />

such forward looking statements, will prove to be accurate. Accordingly, readers should not place<br />

undue reliance on forward-looking statements.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 6


NAME, ADDRESS AND INCORPORATION<br />

CORPORATE STRUCTURE<br />

The head office of <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>. is located at 10 th Floor, 1111 Melville Street,<br />

Vancouver, British Columbia, Canada, V6E 3V6. The Company’s registered office is located at<br />

2900 – 550 Burrard Street, Vancouver, British Columbia, Canada, V6C 0A3.<br />

The common shares of the Company are listed on the Toronto Stock Exchange (“TSX”) under the<br />

symbol ACC.<br />

<strong>Amica</strong> was incorporated as 715298 Alberta <strong>Inc</strong>. by Certificate of <strong>Inc</strong>orporation issued pursuant to<br />

the provisions of the Business Corporations Act (Alberta) on November 5, 1996.<br />

On January 13, 1997, the Company filed Articles of Amendment to change the Company's name<br />

to Ishtar Investments <strong>Inc</strong>.<br />

On March 5, 1997, the Company filed Articles of Amendment to remove certain private company<br />

restrictions.<br />

On December 1, 1998, the Company changed its name to Ishtar Seniors Communities <strong>Inc</strong>. and<br />

adopted as the French version of its name, Residences Ishtar Pour Aînés <strong>Inc</strong>.<br />

On December 7, 1998, the Company was continued under the Canada Business Corporations Act<br />

(“CBCA”).<br />

On June 1, 2000, the Company was amalgamated with four wholly owned subsidiary companies.<br />

On August 16, 2000, the Company changed its name to <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>. and<br />

adopted the French version of its name, Style de Vie <strong>Amica</strong> <strong>Inc</strong>.<br />

On June 1, 2001, the Company was amalgamated with a wholly owned subsidiary company under<br />

the CBCA.<br />

Effective June 30, 2010, as part of restructuring retirement communities 100% beneficially<br />

owned by the Company, the <strong>Amica</strong> Master Limited Partnership, the Arbutus Manor Seniors<br />

Residence Limited Partnership, the Beechwood Village Seniors Residence Limited Partnership,<br />

the Mayfair on the Green Seniors Residence Limited Partnership and the Terrace Gardens<br />

Residence Limited Partnership, were all wound up with the assets and liabilities of these limited<br />

partnerships transferred to the Company.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 7


INTERCORPORATE RELATIONSHIPS<br />

The Company’s wholly owned properties are held directly by <strong>Amica</strong> or through bare trustee<br />

corporations that are wholly-owned by <strong>Amica</strong>. For properties where <strong>Amica</strong> has less than a 100%<br />

interest, the properties are held as co-tenancies and <strong>Amica</strong>’s proportionate share in each<br />

co-tenancy is held either directly by <strong>Amica</strong>, through a bare trustee corporation, or through limited<br />

partnerships which are wholly-owned by <strong>Amica</strong>.<br />

CO-TENANCY SCHEDULE<br />

The following is a summary of the Company’s ownership position in co-tenancies, held through<br />

limited partnerships which are wholly-owned by <strong>Amica</strong> and ownership interests held directly by<br />

the Company, as at August 12, 2011:<br />

Co-Tenancy Limited Partnership (LP) (1)<br />

Co-Tenancy %<br />

Total<br />

Co-Tenancy %<br />

Co-Tenancy % held directly by Owned by<br />

held by LP<br />

<strong>Amica</strong><br />

<strong>Amica</strong><br />

<strong>Amica</strong> at Aspen <strong>Amica</strong> (Aspen Woods)<br />

Woods<br />

Limited Partnership 24.40% — 24.40%<br />

<strong>Amica</strong> at Bayview <strong>Amica</strong> (Bayview) Limited<br />

(Rentals)<br />

Partnership 15.00% 51.50% 66.50%<br />

<strong>Amica</strong> at Bayview <strong>Amica</strong> (Bayview) Limited<br />

(Condominiums) Partnership 17.00% — 17.00%<br />

<strong>Amica</strong> at Bayview <strong>Amica</strong> (Bayview Gardens)<br />

34.00% 10.00% 44.00%<br />

Gardens (Rentals) Limited Partnership<br />

(2)<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 8


<strong>Amica</strong> at Bayview<br />

Gardens<br />

(Condominiums)<br />

<strong>Amica</strong> at Bearbrook<br />

<strong>Amica</strong> at City Centre<br />

(Rentals)<br />

<strong>Amica</strong> at City Centre<br />

(Condominiums)<br />

<strong>Amica</strong> at Dundas<br />

<strong>Amica</strong> at London<br />

<strong>Amica</strong> at Newmarket<br />

<strong>Amica</strong> at Oakville<br />

<strong>Amica</strong> at Richmond<br />

Hill (Rentals)<br />

<strong>Amica</strong> at Richmond<br />

Hill (Condominiums)<br />

<strong>Amica</strong> at Thornhill<br />

<strong>Amica</strong> at Westboro<br />

Park<br />

<strong>Amica</strong> at West<br />

Vancouver<br />

<strong>Amica</strong> at Whitby<br />

<strong>Amica</strong> at Windsor<br />

<strong>Amica</strong> (Bayview Gardens)<br />

Limited Partnership 3.20% 6.40% 9.60% (3)<br />

<strong>Amica</strong> (Bearbrook Court)<br />

Limited Partnership<br />

<strong>Amica</strong> (City Centre) Limited<br />

10.00% — 10.00%<br />

Partnership<br />

<strong>Amica</strong> (City Centre) Limited<br />

34.00% 59.39%<br />

93.39%<br />

Partnership<br />

<strong>Amica</strong> (Dundas) Limited<br />

34.00% — 34.00%<br />

Partnership<br />

<strong>Amica</strong> (London) Limited<br />

17.00% — 17.00%<br />

Partnership<br />

<strong>Amica</strong> (Newmarket) Limited<br />

32.63% — 32.63%<br />

Partnership<br />

<strong>Amica</strong> (Oakville South)<br />

16.00% 40.00% 56.00%<br />

Limited Partnership<br />

<strong>Amica</strong> (Richmond Hill)<br />

19.50% — 19.50%<br />

Limited Partnership<br />

<strong>Amica</strong> (Richmond Hill)<br />

50.00% — 50.00%<br />

Limited Partnership<br />

<strong>Amica</strong> (Thornhill) Limited<br />

50.00% — 50.00%<br />

Partnership<br />

<strong>Amica</strong> (Westboro Park)<br />

22.00% — 22.00%<br />

Limited Partnership<br />

<strong>Amica</strong> (West Van) Limited<br />

12.50% — 12.50%<br />

Partnership<br />

<strong>Amica</strong> (Whitby) Limited<br />

12.68% 70.82% 83.50%<br />

Partnership<br />

<strong>Amica</strong> (Windsor) Limited<br />

19.94% — 19.94%<br />

Partnership 31.00% 17.50% 48.50%<br />

(1) All limited partnerships are formed under the laws of the Province of British Columbia.<br />

(2) Reflects an additional 7.50% ownership interest in <strong>Amica</strong> at Bayview Gardens (Rentals) acquired in June 2011, bringing<br />

the Company’s ownership position to 44.00%.<br />

(3) Reflects an additional 4.40% ownership interest in <strong>Amica</strong> at Bayview Gardens (Condominiums) acquired in June 2011,<br />

bringing the Company’s ownership position to 9.60%.<br />

GENERAL DEVELOPMENT OF THE BUSINESS<br />

The following is a summary of the significant events that have influenced <strong>Amica</strong>’s business since<br />

June 1, 2008:<br />

NEW COMMUNITIES OPENED<br />

Community Location Date Opened<br />

<strong>Amica</strong> at Westboro Park Ottawa, Ontario September 2008<br />

<strong>Amica</strong> at Thornhill Thornhill, Ontario November 2008<br />

<strong>Amica</strong> at London London, Ontario March 2009<br />

<strong>Amica</strong> at Whitby Whitby, Ontario November 2009<br />

<strong>Amica</strong> at Bayview Gardens North York, Ontario June 2010<br />

<strong>Amica</strong> at Windsor Windsor, Ontario July 2010<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 9


EQUITY FINANCINGS<br />

On February 18, 2010, the Company completed a bought deal public offering of 2,655,000<br />

common shares at a price of $5.65 per common share for gross proceeds of approximately<br />

$15 million. Transaction costs included underwriters’ commission of $0.6 million and legal fees<br />

and professional fees of $0.3 million. Net proceeds were approximately $14.1 million (before<br />

future tax benefit of $0.3 million).<br />

On March 3, 2011, the Company completed a bought deal equity financing of 3,000,000 common<br />

shares at $7.85 per common share. On March 25, 2011, a further 260,000 common shares were<br />

issued at $7.85 per common share pursuant to the partial exercise of an over-allotment option<br />

granted to the underwriters. Total gross proceeds from the financing, including the exercise of the<br />

over-allotment option, were $25.6 million. Total expenses of the offering included an<br />

underwriters’ fee of $0.9 million and legal and other professional fees of $0.3 million. Net<br />

proceeds were approximately $24.4 million (before future tax benefit of $0.3 million).<br />

ACQUISITION OF ADDITIONAL OWNERSHIP INTERESTS IN CO-TENANCIES<br />

Fiscal 2009 and Fiscal 2010<br />

For the period June 1, 2008 – May 31, 2010, the Company increased its ownership position in the<br />

following <strong>Amica</strong> co-tenancies:<br />

<strong>Amica</strong> <strong>Inc</strong>reased Its Ownership Position<br />

Community From To<br />

<strong>Amica</strong> at Bayview Gardens (Rentals) Nil 34.00%<br />

<strong>Amica</strong> at Bayview Gardens (Condominiums) Nil 3.20%<br />

<strong>Amica</strong> at London 18.00% 32.63%<br />

<strong>Amica</strong> at Thornhill 10.00% 22.00%<br />

<strong>Amica</strong> at Oakville 17.00% 19.50%<br />

<strong>Amica</strong> at Windsor 19.00% 31.00%<br />

<strong>Amica</strong> at Westboro Park 6.00% 12.50%<br />

<strong>Amica</strong> at Whitby 18.00% 19.94%<br />

<strong>Amica</strong> at West Vancouver (1) 12.68% 45.19%<br />

(1) In March 2010, the Company received an additional 32.51% interest in <strong>Amica</strong> at West Vancouver as part of a settlement<br />

related to a land deposit paid by the Company in respect of a property in Bellevue, Washington (see “SETTLEMENT OF<br />

BELLEVUE DISPUTE” below), increasing its ownership interest to 45.19% from 12.68%.<br />

Fiscal 2011<br />

Business Combinations<br />

During Fiscal 2011, pursuant to the Company’s strategy to increase its ownership in certain<br />

mature <strong>Amica</strong> communities, the Company acquired control ownership positions in four <strong>Amica</strong><br />

properties resulting in consolidation of these properties by <strong>Amica</strong>, as follows:<br />

• 35.16% acquired in <strong>Amica</strong> at West Vancouver, increasing the Company’s ownership<br />

position to 80.35% from 45.19%. As a result of the increase in the Company’s ownership<br />

position, the method of accounting for the Company’s investment in <strong>Amica</strong> at West<br />

Vancouver changed from equity accounting to consolidation as of August 1, 2010.<br />

Additionally, on December 31, 2010 the Company acquired an additional 3.15% in<br />

<strong>Amica</strong> at West Vancouver, increasing the Company’s ownership position to 83.5% (see<br />

“Non-Controlling Interests Acquired” below);<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 10


• 34% acquired in <strong>Amica</strong> at City Centre, increasing the Company’s ownership position to<br />

68% from 34%. As a result of the increase in the Company’s ownership position, the<br />

method of accounting for the Company’s investment in <strong>Amica</strong> at City Centre changed<br />

from equity accounting to consolidation as of August 17, 2010. Additionally, on April 29,<br />

2011 the Company acquired an additional 25.39% in <strong>Amica</strong> at City Centre, increasing the<br />

Company’s ownership position to 93.39% (see “Non-Controlling Interests Acquired”<br />

below);<br />

• 40% acquired in <strong>Amica</strong> at Newmarket, bringing the Company’s ownership position to<br />

56% from 16%. As a result of the increase in the Company’s ownership position, the<br />

method of accounting for the Company’s investment in <strong>Amica</strong> at Newmarket changed<br />

from cost accounting to consolidation as of January 1, 2011; and<br />

• 51.5% acquired in <strong>Amica</strong> at Bayview, bringing the Company’s ownership position to<br />

66.5% from 15%. As a result of the increase in the Company’s ownership position, the<br />

method of accounting for the Company’s investment in <strong>Amica</strong> at Bayview changed from<br />

cost accounting to consolidation as of April 1, 2011.<br />

The aggregate contractual purchase price for these acquisitions was $56.3 million (<strong>Amica</strong> at West<br />

Vancouver $14.8 million; <strong>Amica</strong> at City Centre $9.9 million; <strong>Amica</strong> at Newmarket $11.4 million;<br />

and <strong>Amica</strong> at Bayview $20.2 million), comprising: aggregate cash consideration of $13.3 million;<br />

and the assumption of the vendors’ share of mortgages payable on the properties of $42.1 million<br />

(<strong>Amica</strong> at West Vancouver $12.7 million; <strong>Amica</strong> at City Centre $7.8 million; <strong>Amica</strong> at<br />

Newmarket $9.2 million; and <strong>Amica</strong> at Bayview $12.4 million) and $0.8 million in other net<br />

liabilities. Based on estimated stabilized net operating income at approximately 95% occupancy<br />

the Company estimates that the capitalization rate paid was 7.25% on the <strong>Amica</strong> at West<br />

Vancouver acquisition (excluding the condominium units), 8.25% on the <strong>Amica</strong> at City Centre<br />

acquisition, 7.6% on the <strong>Amica</strong> at Newmarket acquisition, and 8.0% on <strong>Amica</strong> at Bayview.<br />

Non-Controlling Interests Acquired<br />

During Fiscal 2011, also pursuant to the Company’s strategy to increase its ownership in certain<br />

mature <strong>Amica</strong> communities, the Company acquired non-controlling ownership positions in three<br />

<strong>Amica</strong> properties, as follows:<br />

• on December 31, 2010, the Company completed the acquisition of an additional 37.5% of<br />

<strong>Amica</strong> at Villa Da Vinci, bringing the Company’s ownership position to 100% from<br />

62.5%. The Company continues to consolidate the assets, liabilities, operating results and<br />

cash flows of <strong>Amica</strong> at Villa Da Vinci in its financial statements, however there is no<br />

longer any non-controlling ownership interests with respect to this investment;<br />

• on December 31, 2010, the Company completed the acquisition of an additional 3.15% of<br />

<strong>Amica</strong> at West Vancouver, bringing the Company’s ownership position to 83.5% from<br />

80.35%. The Company continues to consolidate the assets, liabilities, operating results<br />

and cash flows of <strong>Amica</strong> at West Vancouver in its financial statements; however the noncontrolling<br />

interest relating to this community was reduced to 16.5% from 19.65%; and<br />

• on April 29, 2011, the Company completed the acquisition of an additional 25.39% of<br />

<strong>Amica</strong> at City Centre, bringing the Company’s ownership position to 93.39% from 68%.<br />

The Company continues to consolidate the assets, liabilities, operating results and cash<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 11


flows of <strong>Amica</strong> at City Centre in its financial statements; however the non-controlling<br />

interest relating to this community was reduced to 6.61% from 32%.<br />

The aggregate purchase price for the <strong>Amica</strong> at Villa Da Vinci, <strong>Amica</strong> at West Vancouver, and<br />

<strong>Amica</strong> at City Centre acquisitions was approximately $14.6 million (<strong>Amica</strong> at Villa Da Vinci<br />

$6.2 million; <strong>Amica</strong> at West Vancouver $1.3 million; and <strong>Amica</strong> at City Centre $7.1 million),<br />

including: cash consideration on closing of $1.7 million; $1.05 million (before discount) in noninterest<br />

bearing promissory notes payable in three annual installments on December 31, 2011,<br />

December 31, 2012 and December 31, 2013; $1.1 million for the repayment of an outstanding<br />

loan due from the vendors to <strong>Amica</strong>; the assumption of the vendors’ share of mortgages and loans<br />

payable on the properties of $10.6 million (<strong>Amica</strong> at Villa Da Vinci $3.8 million; <strong>Amica</strong> at West<br />

Vancouver $1.1 million; and <strong>Amica</strong> at City Centre $5.7 million) and $0.3 million in other net<br />

liabilities. Based on estimated net operating income at stabilized occupancy of approximately<br />

92% and 95%, the Company estimates that the capitalization rates paid on <strong>Amica</strong> at Villa Da<br />

Vinci and <strong>Amica</strong> at City Centre were 7.3% and 7.5%, respectively.<br />

Co-tenancy Investments<br />

In July 2010, August 2010 and March 2011, the Company completed the acquisitions of an<br />

aggregate additional 2.5% in <strong>Amica</strong> at Bayview Gardens – Rentals and 2.0% in <strong>Amica</strong> at<br />

Bayview Gardens – Condominiums for aggregate cash consideration of $0.4 million, increasing<br />

the Company’s ownership positions to 36.5% and 5.2%, respectively.<br />

In April 2011, the Company acquired an additional 17.50% interest in <strong>Amica</strong> at Windsor for cash<br />

consideration of $2.45 million, increasing its ownership position to 48.5%.<br />

Subsequent to May 31, 2011<br />

In June 2011, the Company acquired an additional 7.5% interest and 4.4% interest in <strong>Amica</strong> at<br />

Bayview Gardens – Rentals and <strong>Amica</strong> at Bayview Gardens – Condominiums for aggregate cash<br />

consideration of $1.2 million, increasing its ownership positions to 44% and 9.6%, respectively.<br />

NEW DEVELOPMENTS<br />

During Fiscal 2009, the Company formed a co-tenancy for the development of one new <strong>Amica</strong><br />

Wellness & Vitality Residence: <strong>Amica</strong> at Aspen Woods (Calgary, Alberta). As at May 31,<br />

2011, the Company has a 24.4% ownership interest and has committed to provide mezzanine<br />

financing of $1.2 million to this co-tenancy. <strong>Amica</strong> was awarded a 99 year management contract<br />

for <strong>Amica</strong> at Aspen Woods, with a base management fee of 6% of gross revenues and profit<br />

participation fees once certain thresholds have been met. The Company will also earn design and<br />

marketing fees during the construction and development phase of the project. This project is<br />

currently under development with construction having commenced in July 2011. The Company<br />

anticipates providing the $1.2 million in mezzanine financing in calendar 2011.<br />

FINANCING AND REFINANCINGS OF PROPERTIES<br />

The following table summarizes the financing of <strong>Amica</strong>’s consolidated (50% or greater<br />

ownership position) properties since June 1, 2008:<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 12


Fixed or<br />

Variable<br />

Interest<br />

Weighted<br />

Average<br />

Interest Rate<br />

(%) Term (yrs)<br />

Financings Mortgage<br />

Amount<br />

Year Ended Rank/Type Properties<br />

(1)<br />

($ millions) Rate<br />

May 31, 2009 First CMHC 4 Ontario, 2 BC 85.0 Fixed (2) 4.45 5<br />

May 31, 2009 Second CMHC 2 BC 11.8 Fixed (2) 4.26 5<br />

May 31, 2009 First non-CMHC 1 BC (5 condos) 4.7 Fixed 6.4 2 (3)<br />

May 31, 2010 First CMHC 1 Ontario 24.8 Fixed 3.39 5<br />

May 31, 2010 Second non-CMHC 1 BC 0.5 Variable (4) 25.3<br />

4.15 4<br />

May 31, 2011 First CMHC 1 Ontario 6 Fixed 3.46 5<br />

May 31, 2011 First non-CMHC 1 Ontario 8.2 Variable (5) 14.2<br />

3.75 1.5<br />

(1)<br />

Amount reflects 100% of mortgages on consolidated properties and 50% of mortgages on proportionately consolidated<br />

properties.<br />

(2)<br />

<strong>Inc</strong>ludes a mortgage with interest rate swap in place to fix interest rate.<br />

(3)<br />

This loan was initially for a two year term and has been renewed twice for additional one year terms with no changes in the<br />

terms.<br />

(4)<br />

Variable rate bankers acceptances plus 3.75%.<br />

(5)<br />

Variable rate prime plus 0.75%.<br />

DEMAND OPERATING LOAN<br />

In August 2010, the Company obtained a $20 million demand operating loan facility secured by<br />

the <strong>Amica</strong> at Somerset House property, a 100% Company owned community. In March 2010, the<br />

Company had used $13.8 million of its cash and cash equivalents to pay out the maturing<br />

mortgage on <strong>Amica</strong> at Somerset House. In the second quarter of Fiscal 2011, the Company used<br />

the operating loan to repay the previous <strong>Amica</strong> at The Balmoral Club $6.8 million mortgage<br />

which matured in November 2010 and during Fiscal 2011 the largest balance the operating loan<br />

reached was $11.6 million. As at May 31, 2011 and the date of this AIF, the balance drawn on the<br />

loan is $nil.<br />

SETTLEMENT OF BELLEVUE DISPUTE<br />

In March 2007 the Company, entered into a contract with Bel-Green Developments (Bellevue)<br />

Limited Partnership (“Bel-Green LP”) to purchase a potential development site for a retirement<br />

community in Bellevue, Washington. The Company made deposits totaling US$5.6 million (the<br />

“Bellevue Deposit”) towards the purchase of the site. By virtue of Bel-Green LP’s failure to<br />

satisfy a condition precedent to the purchase prior to the closing date of March 31, 2009, the<br />

purchase did not complete. The Company then made demand of Bel-Green LP for repayment of<br />

the Bellevue Deposit. Following its receipt of the demand, Bel-Green LP delivered a Notice to<br />

Arbitrate a dispute pursuant to an arbitration clause in the contract (the “Arbitration”) and subject<br />

to the terms of the British Columbia Commercial Arbitration Act. An arbitration panel was<br />

appointed and the matter was scheduled to go to arbitration in May 2010. If the Company was<br />

unsuccessful in defending its position in the Arbitration, it may have been obligated to provide a<br />

further US$6.9 million to complete the purchase of the development site under the terms of the<br />

contract, or some unspecified amount for damages.<br />

In April, 2009, the Company commenced an action in the Supreme Court of British Columbia<br />

against three guarantors of the obligations of Bel-Green LP for repayment of the Bellevue<br />

Deposit, relying on the guarantee given by each of them of Bel-Green LP’s obligations, including<br />

its obligation to repay the Bellevue Deposit (the “Guarantee Action”).<br />

Effective March 31, 2010, the Company settled the Arbitration and the Guarantee Action<br />

described above for total agreed consideration of $1.45 million. Pursuant to the settlement, the<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 13<br />

101.5


Company received $0.65 million in cash and an aggregate 32.51% interest in the <strong>Amica</strong> at West<br />

Vancouver co-tenancy which has been recorded at its estimated fair value of $0.8 million. During<br />

the year ended May 31, 2010, the Company wrote down the Bellevue Deposit by $4.47 million.<br />

AMICA AT KINGSTON INVESTMENT<br />

During the year ended May 31, 2008, the <strong>Amica</strong> at Kingston co-tenancy decided not to proceed<br />

with development of a property which it has an agreement to purchase. In November 2008, the<br />

co-tenancy returned 75% of the initial cash contributions made by each co-tenancy investor,<br />

except for <strong>Amica</strong>. The Company has agreed that it will not recover any of its investment until the<br />

balance of original cash contributions made by the other investors of $0.8 million have been<br />

returned. During the year ended May 31, 2009, the Company recorded a write-down of $1.3<br />

million in its investment in <strong>Amica</strong> at Kingston, and recognized the impairment in earnings. The<br />

Company’s ownership interest in <strong>Amica</strong> at Kingston increased to 26.50% from 19.143%, at no<br />

incremental cost to the Company, as the result of the redistribution of co-tenancy interests not<br />

earned by other co-tenancy investors. The Company began equity accounting for this co-tenancy<br />

investment for the year ending May 31, 2010. As at May 31, 2011 the carrying value of the<br />

Company’s investment in <strong>Amica</strong> at Kingston was less than $0.1 million, after the write-down of<br />

the investment during the year ended May 31, 2009 and recording the Company’s share of the<br />

co-tenancy’s losses. Additionally, the Company has deposits totaling $0.5 million made pursuant<br />

to the agreement to purchase land for the <strong>Amica</strong> at Kingston co-tenancy. The <strong>Amica</strong> at Kingston<br />

co-tenancy intends to either assign its interest in the agreement for purchase of the land or sell the<br />

land following its acquisition. The Kingston Deposit is refundable in the event the vendor is<br />

unable to complete its obligations under the agreement for purchase and the deposit is secured by<br />

a mortgage on the land. The Company believes it will recover the Kingston Deposit.<br />

DIVIDENDS<br />

The Company has paid a quarterly dividend since fiscal 2007 (see “DIVIDENDS AND<br />

DIVIDEND POLICY”).<br />

NORMAL COURSE ISSUER BID PROGRAM<br />

In January 2008, the Company received approval from the TSX for its notice of intention to<br />

acquire up to 880,663 of its common shares, representing 5% of the Company’s issued and<br />

outstanding shares, by way of a normal course issuer bid (the “First Bid”) through the facilities of<br />

the TSX. The First Bid commenced on January 15, 2008, and expired on January 14, 2009.<br />

In January 2009, the Company filed a notice of intention to conduct a second normal course<br />

issuer bid (the “Second Bid”), which received approval from the TSX on January 12, 2009. The<br />

Second Bid allowed <strong>Amica</strong> to purchase and cancel up to 1,179,626 of its common shares,<br />

representing 10% of the public float at December 31, 2008. The Second Bid commenced on<br />

January 15, 2009 and expired on January 14, 2010.<br />

Aggregating purchases under the First and Second Bids, <strong>Amica</strong> purchased and cancelled<br />

1,311,200 shares at a total purchase cost including commissions of approximately $5.7 million or<br />

an average of $4.34 per share, excluding commissions.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 14


BUSINESS OF AMICA<br />

OVERVIEW<br />

<strong>Amica</strong> is involved in the design, development, marketing, management and ownership of luxury<br />

housing and services for mature lifestyles. The Company owns varying percentage interests in<br />

and manages twenty-five seniors rental residences (including two that opened in June and July<br />

2010, one under development and two in pre-development), predominantly in Ontario and<br />

British Columbia. These twenty-five <strong>Amica</strong> Wellness & Vitality residences when all<br />

completed are anticipated to comprise a total of 3,360 suites (May 31, 2011 – 3,362), of which an<br />

estimated 557 suites (May 31, 2011 – 557) are under development or in pre-development. All of<br />

the <strong>Amica</strong> Wellness & Vitality residences provide luxury independent living to seniors, and<br />

twenty of the twenty-five residences either currently include or will include an assisted living<br />

floor. Typically, a new <strong>Amica</strong> community will have approximately 20% of its suites dedicated to<br />

Vitalis assisted living suites while the balance, approximately 80%, are dedicated to<br />

independent living. Only one of the Company’s residences is licensed to provide residential care.<br />

The Company’s long term vision is to become a world leader in the luxury independent living<br />

retirement sector and to this end, has defined its vision – “To be the best in the world at<br />

delivering superior Wellness & Vitality within exceptional independent living retirement<br />

communities.” The Company’s current focus is on owning, managing, acquiring and developing<br />

<strong>Amica</strong> Wellness & Vitality residences in Canada. The Company’s portfolio of managed and<br />

owned residences has been shaped to focus on its core business of providing luxury<br />

accommodations and services primarily to independent seniors.<br />

The rental residences in which the Company has less than a 100% interest are each subject to a<br />

co-tenancy agreement among the various owners. These seventeen agreements comprise 2,487<br />

suites, including approximately 557 suites under development or in pre-development. The<br />

Company manages the residences on behalf of all owners, pursuant to long term management<br />

contracts for terms up to 99 years.<br />

OPERATING SEGMENTS<br />

The Company’s operations are comprised of two distinct operating segments – Management<br />

Operations and Ownership and Corporate Operations (see below for explanations of<br />

“Management Operations” and “Ownership and Corporate Operations”). The table below sets out<br />

the amounts that each segment contributed to total earnings before interest, taxes, depreciation<br />

and amortization (“EBITDA”) (1) for the past two fiscal years:<br />

Financial Years Ended May 31<br />

2011 2010<br />

(expressed in thousands of Canadian dollars) $ $<br />

Management Operations 1,175 1,100<br />

Ownership and Corporate Operations 11,127 7,646<br />

(1) Earnings before interest, taxes, depreciation and amortization (“EBITDA”) is equal to net earnings/loss and comprehensive<br />

income/loss before the following items: (i) interest expense; (ii) income tax expense/recovery; (iii) depreciation and<br />

amortization; (iv) interest and other income; (v) fees credited to investments; (vi) unrealized interest rate swap and foreign<br />

exchange gains/losses; (vii) write-down of deposits/investments; (viii) gain on early repayment of mortgage payable; (ix)<br />

gains/losses on fair value adjustment of investments in business combinations; and (x) bargain purchase gains in business<br />

combinations. EBITDA is the same as earnings/loss before other operating items as disclosed in the consolidated financial<br />

statements. EBITDA should not be considered as an alternative to net earnings/loss and comprehensive income/loss or any<br />

other measure of performance prescribed by Canadian GAAP. The Company’s EBITDA may not be comparable to<br />

EBITDA used by other companies, which may be calculated differently. EBITDA is included because the Company’s<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 15


management believes it can be used to measure the Company’s ability to service debt, fund capital expenditures and<br />

expand its business. For a reconciliation of net earnings/loss and comprehensive income/loss to EBITDA, see<br />

“RECONCILIATION OF NON-GAAP FINANCIAL MEASURES - 3. Reconciliation of EBITDA” in the Company’s<br />

management’s discussion and analysis for the year ended May 31, 2011.<br />

Under its Management Operations segment, the Company generally supervises all aspects of<br />

operations of the seniors rental residences, including: marketing, accounting, purchasing,<br />

budgeting, design and implementation of resident programs and the hiring, training and<br />

supervising of staff. For providing these services, the Company receives a base management fee<br />

calculated as a percentage of gross revenues of the seniors residences, and monthly accounting<br />

fees as well as nominal licensing fees for the use of the <strong>Amica</strong> trade name, marketing and<br />

management processes. In addition, the Company may receive incentive fees based on the<br />

operating performance of the seniors residences. This segment also includes design fees, preleasing<br />

fees and marketing bonuses earned during the development and lease-up of newly built<br />

and renovated seniors rental residences. As well, Management Operations includes design fees,<br />

marketing fees and sales bonuses on the development and sale of condominium units. The owners<br />

of the seniors residences (including the Company) are responsible for their proportionate share of<br />

all capital expenditures and working capital of the seniors rental residences, including all<br />

employment and operating costs.<br />

Under its Ownership and Corporate Operations segment, the Company reports the operating<br />

results of the seniors residences in which it has a 50% to 100% interest, and the equity results of<br />

the seniors residences in which it owns greater than a 20% and under a 50% interest. <strong>Inc</strong>ome is<br />

derived from seniors residences that are wholly or proportionately owned and the income or<br />

distributions from seniors residences the Company accounts for under the equity and cost<br />

methods, respectively. Corporate and ownership expenses include the operating expenses of the<br />

seniors residences in which it has a 50% to 100% interest, expenses that are not directly<br />

attributable to the Company’s Management Operations or are allocations between the two<br />

segments, and fees paid to and reported as income in Management Operations.<br />

SHIFT IN STRATEGY<br />

Since inception, the Company has evolved from an owner/operator whereby it owned 100% of all<br />

its retirement residences to a manager/operator with a focus towards growth in the number of<br />

<strong>Amica</strong> communities in operation (Management Operations) but in which the Company did not<br />

have a significant ownership interest (Ownership and Corporate Operations). While <strong>Amica</strong> will<br />

maintain its objective to grow the number of <strong>Amica</strong> branded communities under management, it<br />

will simultaneously focus on increasing its ownership position in some of its existing mature<br />

communities. Where this ownership interest reaches beyond 50%, <strong>Amica</strong> will consolidate these<br />

communities in its financial statements thereby increasing its total assets and related liabilities on<br />

the balance sheet and including the revenues, operating results, and cash flow generated by such<br />

communities in its financial statements. During Fiscal 2011, the Company completed the<br />

acquisition of increased ownership positions in four <strong>Amica</strong> communities resulting in ownership<br />

increasing to over 50% and consolidation of the properties. Additionally, the Company will<br />

evaluate opportunities to acquire ownership positions in, and management contracts for, qualified<br />

seniors residences not currently owned or managed by <strong>Amica</strong>. The Company believes current<br />

market conditions will result in opportunities surfacing that could either immediately or through<br />

repositioning be branded as an <strong>Amica</strong> Wellness & Vitality Residence. The Company is actively<br />

evaluating and seeking acquisitions of existing non-<strong>Amica</strong> retirement residences.<br />

Management Operations remains a key and essential part of the business. Future growth in<br />

Management Operations will come from: (1) improving occupancy, MARPAS and net operating<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 16


income at each <strong>Amica</strong> community; and (2) the addition of new <strong>Amica</strong> communities under<br />

management.<br />

The Company believes that shareholder value can be created through both increased Ownership<br />

and Corporate Operations and Management Operations, thereby improving earnings and cash<br />

flow.<br />

FISCAL 2012 STRATEGY<br />

The Company’s Fiscal 2012 goals and objectives have been established based on the overall<br />

theme of “SMART Growth”. In addition to reflecting its natural meaning of growing<br />

intelligently, SMART represents an acronym that stands for the following key attributes<br />

associated with <strong>Amica</strong>’s vision going forward: sustainable, managed, action, right and tangible.<br />

Sustainable relates to the commitment to ensure all decisions are sustainable in the long term.<br />

Managed represents the discipline with which the Company intends to manage its growth and all<br />

implications associated with growth opportunities it chooses to pursue. Action translates into the<br />

Company’s commitment to ensure it executes effectively on all fronts including its corporate<br />

operations and those within each of its communities. Right is the Company’s resolve to doing the<br />

right thing when it comes to all decisions and actions. Finally, tangible represents the Company’s<br />

responsibility to ensure that growth translates into strong shareholder value creation.<br />

Based on the theme “SMART Growth”, the following corporate strategies have been established:<br />

MARPAS, occupancy and net operating income (“NOI”) growth<br />

Portfolio growth through acquisitions and new developments<br />

Internal consolidations through increasing the Company’s ownership position in its<br />

mature communities<br />

Dividends and capital markets growth<br />

Risk management<br />

Each of these strategies has been defined and conveyed to <strong>Amica</strong>’s managers and department<br />

heads at the corporate offices and at each of its communities.<br />

GROWTH STRATEGY<br />

The Company's strategy for growth in its Management Operations segment has been to design,<br />

market and manage newly developed or third party owned luxury seniors residences branded as<br />

<strong>Amica</strong> Wellness & Vitality Residences, and in doing so, increase long term and recurring cash<br />

flows.<br />

The Company’s strategy for growth in its Ownership and Corporate Operations segment is based<br />

on two key components: internal growth through increasing its ownership position in some of its<br />

mature <strong>Amica</strong> Wellness & Vitality residences and by advancing the development of some of its<br />

existing pre-development properties; and external growth by way of acquiring or developing<br />

additional luxury retirement residences that will be added to the <strong>Amica</strong> portfolio.<br />

Internal Growth<br />

As noted in the above section “Shift in Strategy”, <strong>Amica</strong>’s strategy now includes a growth plan<br />

that will include increasing its ownership position in some of its mature communities. Where this<br />

results in <strong>Amica</strong>’s ownership position reaching over 50% in any community, this community will<br />

then be consolidated on the Company’s balance sheet and will also have its revenues and<br />

expenses consolidated on the statements of operations and cash flows.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 17


This will not only bring better balance to <strong>Amica</strong>’s current risk/reward profile, it will also<br />

substantially enhance the Company’s consolidated asset base and the corresponding revenues,<br />

operating results, and cash flow generated from these communities. Over time, the Company<br />

hopes that this will enable it to increase its dividend and create value for shareholders.<br />

Portfolio Growth<br />

As of August 12, 2011, the <strong>Amica</strong> portfolio consists of 25 communities, of which 22 are<br />

operational, one is under development, two are in pre-development and includes a presence in<br />

many key Canadian markets. Additionally, some of the <strong>Amica</strong> communities have additional land<br />

available for future expansion. Management believes that the Company has achieved its goal of<br />

establishing <strong>Amica</strong> as the premier brand in the luxury independent living retirement market in<br />

Canada. The Company believes the current environment may result in acquisition opportunities<br />

for higher end retirement residences that have not been otherwise available over the past several<br />

years. Through prudent evaluation of such opportunities <strong>Amica</strong> aims to grow its strong base of<br />

existing luxury retirement residences through acquisitions. <strong>Amica</strong> will also continue to evaluate<br />

new development opportunities but intends to minimize ownership in such opportunities during<br />

the development and lease-up phase.<br />

The Company will seek to develop luxury seniors residences where the following criteria are<br />

generally met:<br />

Evidence of local demand for luxury seniors housing as a result of market<br />

analysis and demographic research;<br />

Existing properties available for sale by vendors do not meet the necessary<br />

criteria to qualify for the <strong>Amica</strong> brand;<br />

A suitable location within close proximity to ancillary services and recreational<br />

amenities;<br />

An acceptable rate of return;<br />

The availability and commitment of sufficient equity capital and the participation<br />

of an experienced, financially strong developer; and<br />

Focus on large metropolitan areas, which allow for the clustering of <strong>Amica</strong><br />

residences.<br />

The Company conducts on-going demographic and supply side analysis of the major Canadian<br />

seniors housing markets. These reports form the basis for investment decisions made by the<br />

Company and include analysis on parameters such as population growth by age group and income<br />

level, rental housing analysis, and seniors housing supply. Prior to the acquisition or development<br />

of a property, the Company undertakes a comprehensive due diligence program, which includes<br />

the completion of an appraisal, an environmental review, a building inspection report and pro<br />

forma financial model that reflects an acceptable return on investment.<br />

Construction commenced on the Company’s <strong>Amica</strong> at Aspen Woods project in July 2011 and<br />

construction is estimated to be complete in approximately two years. The Company is evaluating<br />

the opportunity to commence construction in Fiscal 2012 for one or more of the developments<br />

currently in pre-development. The Company’s business and growth strategy contemplates the<br />

development of further luxury senior residence properties. This relates to the Company’s overall<br />

objective to generate stronger revenues in its Ownership Operations and Management Operations,<br />

which collectively contribute to the overall earnings and cash flow. The Company’s current<br />

policy is to have committed construction financing in place before commencing construction of<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 18


new luxury seniors residences. The amount of construction financing required will be dependent<br />

on the property or properties that are ultimately selected to advance into development. The<br />

Company estimates that construction financing for each new rental property in pre-development<br />

will range from $28 million to $35 million. There can be no guarantee that such financing will be<br />

available or available on terms that are acceptable to the Company.<br />

PRINCIPLES OF WELLNESS & VITALITY<br />

<strong>Amica</strong>’s trademarked principles of Wellness & Vitality are based on a six-dimension wellness<br />

model: physical, social, emotional, spiritual, cognitive and vocational. Together these dimensions<br />

comprise the whole person and respect mature adults’ abilities to make independent choices<br />

based on their personal interests, capacities and related needs. <strong>Amica</strong> designs programs and<br />

initiatives in these six dimensions to ensure that community members have multiple opportunities<br />

to continue to thrive and flourish in their daily lives. The cultivation of meaningful relationships<br />

in conjunction with experiences that foster a renewed passion for life are the hallmark of <strong>Amica</strong>’s<br />

Wellness & Vitality philosophy.<br />

BRANDING<br />

The <strong>Amica</strong> brand represents six key pillars: people, Wellness & Vitality, marketing, fine<br />

dining, physical buildings and operating standards. The <strong>Amica</strong> brand name continues to gain<br />

prominence in the seniors housing landscape in Canada, particularly in the Greater Toronto Area<br />

(“GTA”) where the majority of the Company’s expansion has been focused.<br />

The retirement industry in Canada has had no clear brand name in luxury seniors housing for<br />

mature lifestyles. The Company is changing that paradigm with each new <strong>Amica</strong> residence it<br />

opens. A listing of all of the Company’s seniors residences can be found on pages 26 to 28 of this<br />

AIF. The Company believes that its branding strategy establishes a benchmark of excellence and<br />

size that provides discerning customers with clarity when choosing a retirement residence.<br />

The Company is actively developing and implementing new programs and standards such that<br />

each retirement residence bearing the <strong>Amica</strong> name delivers the same high quality with a local<br />

community flavour. The Company is established predominantly in Ontario and British Columbia<br />

and is in a position to drive significant competitive benefits and value added benefits due to<br />

leveraging economies of scale and operational strength. It is these benefits that make the<br />

Company an attractive brand to existing owners of seniors residences, developers and investors.<br />

In the 2011 fiscal year, the Company has seen its branding strategy continue to grow and<br />

strengthen, resulting in wider brand recognition synonymous with quality service, program<br />

selection and luxury amenities and accommodation. As the Company grows and brands more<br />

residences, it expects to reap even greater rewards from its branding strategy.<br />

CUSTOMER FOCUS<br />

<strong>Amica</strong> has developed a lifestyle philosophy that revolves around each resident, attending to the<br />

details that add to residents’ comfort, safety, security and enjoyment of retirement living.<br />

<strong>Amica</strong>’s rental retirement residences are designed with a Wellness & Vitality philosophy that<br />

encourages and supports all aspects of a healthy retirement lifestyle, convenient on-site amenities<br />

and off-site excursions, giving residents plenty of time to join in a myriad of daily activities to<br />

improve their quality of life and overall health. The residents' physical, mental and spiritual<br />

well-being is of paramount importance to <strong>Amica</strong>, and activities are planned to offer a variety of<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 19


opportunities for learning, socializing and fun; with physical and mental stimulation being a<br />

natural component of the daily events.<br />

<strong>Amica</strong>'s staff strive to maximize each resident’s full enjoyment of retirement living.<br />

Housekeeping, weekly laundry, gourmet meals, emergency response monitoring, around the<br />

clock security, planned excursions and social activities are all part of the lifestyle at <strong>Amica</strong>’s<br />

retirement communities.<br />

The Company continues to raise the benchmark in Canada for its fine dining services. The<br />

Company constantly works toward achieving higher levels of professionalism with dining room<br />

service and quality of food preparation. <strong>Amica</strong> enhances Wellness & Vitality by creating<br />

healthy, delicious cuisine while responding to residents’ personal requests and dietary<br />

requirements.<br />

The Company undertakes quality assurance initiatives to understand the needs and expectations<br />

of its customers and to effectively improve upon the products and services it delivers. Through<br />

resident surveys, regular on-site community visits, meetings with resident councils and simply<br />

“listening” to what residents tell staff, the Company continues in the evolution of its physical<br />

communities and its operating programs and services.<br />

AMICA COMMUNITIES<br />

<strong>Amica</strong>’s rental retirement residences are designed in the style of a luxury hotel, while allowing<br />

residents to maintain their privacy and independence. Each <strong>Amica</strong> community features common<br />

amenity areas that are for all residents and their guests to enjoy. Lounges, libraries, games rooms,<br />

craft rooms, exercise rooms and more offer the flexibility to socialize and participate in activities<br />

or find a quiet place to relax and spend time with friends. In addition, residents have access to 24hour<br />

concierge service, Life-Line monitoring, registered care staff, superior housekeeping,<br />

dining services, and Wellness & Vitality staff. Residents have their choice of private suites that<br />

range from spacious self-contained studios to one or two bedroom models, all offering bright<br />

living spaces, kitchenettes and private bathrooms. Some of the newer residences offer suites with<br />

condominium finishes and specifications such as full kitchens with granite countertops as well as<br />

washer and dryer units.<br />

The <strong>Amica</strong> experience is marked by particular attention to details, which is intended to make a<br />

difference in the lives of <strong>Amica</strong>’s residents. <strong>Amica</strong>’s professional staff acknowledges each<br />

resident by name and serves each resident based on his/her personal requests and requirements.<br />

Every detail from the music in the lobbies, décor and furnishings, cuisine, and activities has been<br />

selected with the residents’ comfort and well-being in mind. <strong>Amica</strong>’s residents are encouraged to<br />

provide on-going feedback to staff to assist in developing menus, list of activities, and therefore<br />

becoming actively involved in tailoring their living environment.<br />

SALES AND MARKETING<br />

<strong>Amica</strong>’s sales and marketing strategy is intended to create awareness of, and a preference for, its<br />

unique product and service offering. Sales and marketing is important to ensure that upon<br />

turnover of residents, suites are leased to new residents, at market rates, and the time to achieve<br />

lease-up of new communities is reduced. To date, the Company’s comprehensive sales and<br />

marketing strategy has lead to inquiries and visits from potential residents and their families to<br />

<strong>Amica</strong>’s communities. Word-of-mouth is a primary element of <strong>Amica</strong>’s sales and marketing<br />

success. Effective marketing in local communities and building positive relationships with key<br />

community influencers and health professionals helps to ensure referrals of new residents. With<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 20


the increase in competition in some of the areas in which <strong>Amica</strong> currently operates and the wide<br />

range of retirement living options, programs and services offered, educating potential residents<br />

and their families is key. Education includes dispelling the stereotypes that still surround<br />

retirement living.<br />

Each <strong>Amica</strong> community has at least one dedicated marketing personnel responsible for<br />

community-specific sales and marketing efforts. The community marketing personnel are<br />

supported by a regional marketing manager who is responsible for coaching, development and<br />

performance management of community marketing staff as well as supporting the development of<br />

each local community marketing strategy.<br />

MANAGEMENT TEAM AND EMPLOYEES<br />

The executive officers of <strong>Amica</strong> consist of Samir Manji, Chairman, President and Chief<br />

Executive Officer; Arthur Ayres, Chief Financial Officer and Corporate Secretary; and Colin<br />

Halliwell, Chief Operating Officer. These individuals have a combined over 80 years experience<br />

in business.<br />

The Company’s senior management team consist of the Company’s executive officers named<br />

above and four vice presidents: Brenda Allen, Vice President, Human Resources; Erica Falconer,<br />

Vice President, Controller; Andrea Peckham, Vice President, Marketing and Communications;<br />

and Claudia Salgado, Vice President, Design and Construction. Please see table on pages 48 and<br />

49 of this AIF for the current offices held with <strong>Amica</strong> and the principal occupation and<br />

occupation history of each of the members of <strong>Amica</strong>’s senior management team.<br />

Together, the Company’s senior management team are responsible for the strategic planning and<br />

overall operations of the Company. The Company’s senior management team are supported by<br />

general managers and corporate managers, who, collectively, are responsible for the day-to-day<br />

operations of the Company.<br />

Community Staffing<br />

Each <strong>Amica</strong> community is staffed with carefully screened and trained professionals. A typical<br />

<strong>Amica</strong> retirement residence has the following management team: general manager, assistant<br />

general manager, community relations manager, director of care, dining room manager, chef de<br />

cuisine, maintenance coordinator, housekeeping supervisor and a Wellness & Vitality<br />

coordinator. A typical <strong>Amica</strong> retirement residence would also have full and part-time registered<br />

practical nurses, personal support workers, sous chef, cooks, servers, housekeepers, concierges,<br />

marketing assistants, maintenance assistants and Wellness & Vitality assistants. The<br />

management team at each of <strong>Amica</strong>’s residences is responsible for the day-to-day operations of<br />

the community, including quality of care, resident services, sales and marketing, monitoring<br />

staffing, managing staff performance, financial performance, implementing policies and<br />

procedures, overseeing inspections and reporting on the community’s performance. The staff at<br />

each community is employed by a corporate entity specific to that community:<br />

At May 31, 2011, the approximate number of full-time and part-time employees of <strong>Amica</strong> and the<br />

communities which it manages and has an ownership position in, is as follows:<br />

Full Time Part-Time Casual<br />

<strong>Amica</strong> Communities 490 394 253<br />

<strong>Amica</strong> Corporate Offices 53 1 1<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 21


In total, <strong>Amica</strong> employs approximately 1,192 employees. Approximately 29% of the Company’s<br />

employees are represented by four major labour unions.<br />

Staff Education and Training<br />

<strong>Amica</strong> has attracted and continues to seek highly dedicated, experienced employees. <strong>Amica</strong> has<br />

developed formal training programs which focus on providing every employee with the<br />

appropriate skills that are required to ensure the highest quality of care and service to its<br />

residents.<br />

<strong>Amica</strong> encourages and supports the career development and advancement of its employees<br />

through coaching, professional development and promotional opportunities as well as tuition<br />

reimbursement. The Company believes in providing support and opportunities to help its<br />

employees reach their career potential.<br />

<strong>Amica</strong> provides learning and development opportunities for its entire staff. Every new employee<br />

is introduced to the Company through its corporate orientation sessions and <strong>Amica</strong> does onsite<br />

“New Hire” training within each of its communities and at both of its corporate offices. Education<br />

programs, job aids and other learning tools and resources are made available to every staff<br />

member.<br />

In addition, the Company hosts workshops and conferences that offer its management team<br />

leadership skills training as well as ongoing frontline skills training for its staff. <strong>Amica</strong> continues<br />

to develop its management on-boarding training programs.<br />

FINANCING STRATEGY<br />

<strong>Amica</strong> has financed its operating and investing activities to date primarily through debt<br />

financings on its real estate investments, co-tenancy investor participation in its real estate<br />

investments, operating cash flows and equity financings.<br />

In August 2010, the Company obtained a $20 million demand operating loan facility secured by<br />

the <strong>Amica</strong> at Somerset House property, a 100% Company owned community. In the second<br />

quarter of Fiscal 2011 the Company used the operating loan to repay the <strong>Amica</strong> at The Balmoral<br />

Club maturing mortgage and during Fiscal 2011 the largest balance the operating loan reached<br />

was $11.6 million. As at May 31, 2011, the balance drawn on the loan is $nil.<br />

<strong>Amica</strong> believes that its funds on hand as at May 31, 2011, combined with funds from: operations;<br />

its co-tenancy investments; the $20 million loan facility as described above; and existing debt<br />

financing arrangements are sufficient to fund its operating and capital expenditures for at least the<br />

next 12 months. To support its operations and growth objectives, <strong>Amica</strong> may raise additional<br />

funds in the future from co-tenancy investors for new projects and to support existing<br />

co-tenancies as required, debt re-financings for maturing debts, debt financings utilizing the<br />

equity available in the Company’s wholly-owned real estate assets, sales of property and/or<br />

equity financings.<br />

As at May 31, 2011, the Company’s total consolidated liabilities (excludes liabilities of less than<br />

50% owned co-tenancies) was approximately $223.4 million (May 31, 2010 – $116.0 million)<br />

including mortgages payable of $201.3 million (May 31, 2010 – $103.7 million). The ratio of the<br />

Company’s total debt to equity at May 31, 2011 is approximately 2.0 to 1 (May 31, 2010 – 1.7 to<br />

1). Based on the current availability of funds in the capital market (either through conventional<br />

financing or CMHC-insured financing), the equity in the properties and the operating results of<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 22


the properties, the Company does not anticipate problems in extending or refinancing mortgages<br />

as they become due.<br />

The Company has funded certain cash shortfalls in operating co-tenancies and co-tenancy<br />

investments under development. The Company charges interest on these advances and is<br />

indemnified by the other capital participants or co-tenancy investors. As at May 31, 2011,<br />

advances to co-tenancies totaled $23.2 million compared to $25.0 million at May 31, 2010. The<br />

Company also has provided guarantees on certain co-tenancy debt that are accounted for on a cost<br />

or equity basis which are not included in the consolidated financial statements. The Company’s<br />

proportionate share of the underlying mortgages on these specific properties totaled $63.0 million<br />

at May 31, 2011, compared to $81.0 million at May 31, 2010. Guarantees provided by the<br />

Company in excess of its proportionate share of such mortgages totalled $33.8 million at May 31,<br />

2011 and $80.8 million at May 31, 2010. These mortgages include term loans on properties in<br />

pre-development and lease-up which are payable on demand under certain circumstances and the<br />

Company’s past experience has been that these loans have been available for their term. The<br />

Company is indemnified by the other investors and the underlying properties are available to<br />

satisfy any claims under these guarantees and to reimburse the Company for any advances made<br />

to the co-tenancies. Although the Company enters into financial guarantees in order to facilitate<br />

the construction of the co-tenancy properties, the Company’s strategy is to reduce financial<br />

guarantees on co-tenancy properties on take-out financing.<br />

Funds advanced by the Company are as per terms outlined in the co-tenancy agreements or<br />

approved by the co-tenancy management committees. In some cases where mezzanine funding<br />

has not occurred, the Company may advance short-term funds.<br />

Financing Environment<br />

The market for construction financing appears to have changed with many of the Company’s<br />

historical lenders expressing interest in financing new developments but on overall terms that are<br />

not as attractive when compared with historical transactions. The long term financing market is<br />

where significant changes have occurred. The commercial mortgage backed securities market has<br />

been reduced to limited players whose terms have changed to lower ratios and higher spreads<br />

over comparable period bond rates. This combined with historical low interest rates has led to a<br />

higher likelihood of pursuing CMHC financing for existing mortgages that mature and for takeout<br />

mortgages on those properties which have achieved lease-up. CMHC financing will generally<br />

result in a lower ratio of overall financing given CMHC underwriting parameters; however, it will<br />

likely also produce lower borrowing costs. The overall impact to <strong>Amica</strong> and its investor pool to<br />

date has been an inability to repatriate the original equity invested in and loans made to recent<br />

developments thereby reducing the capital available for future developments and acquisition<br />

opportunities.<br />

Managing Capital<br />

The Company’s policy is to maintain an appropriate capital base so as to maintain investor,<br />

creditor and market confidence and to sustain future development of the business. The Company<br />

monitors the expected returns on debt, equity capital and capital raised from co-tenants/investors<br />

and the level of dividends to shareholders. The Company seeks to maintain a balance between the<br />

higher returns that might be possible with higher levels of borrowings and the advantages and<br />

security afforded by a sound capital position.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 23


Mortgages Payable: Consolidated Properties<br />

The following table describes mortgages payable on <strong>Amica</strong>’s consolidated properties (Company<br />

had a 50% or greater ownership position) at May 31, 2011:<br />

Mortgage<br />

Rank/Type<br />

Number of<br />

Mortgages<br />

Fixed or Variable<br />

Interest Rate<br />

Weighted Average<br />

Interest Rate (%) (1)<br />

Maturity<br />

(calendar year)<br />

Amount (2)<br />

($ millions)<br />

British Columbia<br />

First CMHC 1 Fixed 4.83 2012 5.1<br />

First CMHC 2 Fixed 4.43 2013 23.9<br />

First CMHC 2 Fixed (3) 4.70 2012 6.1<br />

Second CMHC 1 Fixed 3.41 2014 3.9<br />

First non-CMHC 1 Fixed 6.40 2012 4.7<br />

First non-CMHC 1 Variable (4) 4.50 2013/on demand 3.3<br />

First non-CMHC 2 Fixed 5.64 2016 46.4<br />

Second non-CMHC 1 Fixed (3) 5.95 2014 7.4<br />

Second non-CMHC 1 Variable (5) 4.15 2014 0.5<br />

5.19 101.3<br />

Ontario<br />

First CMHC 4 Fixed 4.41 2013 62.0<br />

First CMHC 1 Fixed 3.39 2015 24.0<br />

First CMHC 1 Fixed 3.46 2016 6.0<br />

First non-CMHC 1 Variable (6) 5.50 2011/on demand 2.0<br />

First non-CMHC 1 Variable (7) 3.75 2012/on demand 8.2<br />

4.08 102.2<br />

4.63 203.5<br />

(1)<br />

Interest rates based on contractual interest rate and does not reflect other costs of the mortgage.<br />

(2)<br />

Amount reflects 100% of mortgages on consolidated properties and 50% of mortgages on proportionately consolidated<br />

properties.<br />

(3)<br />

<strong>Inc</strong>ludes a mortgage with interest rate swap in place to fix interest rate.<br />

(4)<br />

Variable prime plus 1.5%.<br />

(5)<br />

Variable rate bankers’ acceptance plus 3.75%.<br />

(6)<br />

Variable rate prime plus 2.5%.<br />

(7)<br />

Variable rate prime plus 0.75%.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 24


Mortgages Payable: Non-consolidated Properties<br />

The following table describes <strong>Amica</strong>’s proportionate share of mortgages payable (excluding loans<br />

by <strong>Amica</strong>) on non-consolidated properties (Company had less than a 50% ownership position) at<br />

May 31, 2011:<br />

Mortgage<br />

Rank/Type<br />

Number of<br />

Mortgages<br />

Fixed or Variable<br />

Interest Rate Interest Rate (%) (1)<br />

Maturity<br />

(calendar year)<br />

<strong>Amica</strong>’s<br />

Proportionate<br />

Share of<br />

Mortgages at<br />

May 31,<br />

2011 (9)<br />

($ millions)<br />

Ontario<br />

First CMHC 1 Fixed 3.22 2014 0.4<br />

First CMHC 1 Variable (2) 4.00 2011/on demand 10.4<br />

First non-CMHC 1 Variable (3) 4.00 2011/on demand 3.8<br />

First non-CMHC 1 Fixed (4) 4.55 2015 3.6<br />

First non-CMHC 3 Variable (5) 5.00 on demand 21.5<br />

First non-CMHC 1 Variable (5) 5.00 2012/on demand 12.7<br />

Second non-CMHC 1 Variable (6) 6.00 2011/on demand 0.4<br />

Second non-CMHC 1 Variable (7) 6.50 on demand 1.0<br />

Second non-CMHC 1 Variable (8) 9.00 on demand 0.3<br />

Second non-CMHC 1 Fixed 9.00 2013 4.9<br />

Second non-CMHC 1 Fixed 12.00 2011 0.9<br />

Third non-CMHC 1 Fixed 12.00 N/A 2.3<br />

Third non-CMHC 1 Fixed 15.00 N/A 0.5<br />

62.7<br />

(1) Interest rates based on contractual interest rate and does not reflect other costs of the mortgage.<br />

(2) Variable rate prime plus 1%.<br />

(3) Variable rate prime plus 1% (bankers acceptances plus 2%).<br />

(4) Interest rate swap in place to fix interest rate.<br />

(5) Variable rate prime plus 2.0% (bankers acceptances plus 3.5%).<br />

(6) Variable rate prime plus 3.0%.<br />

(7) Variable rate prime plus 3.5%.<br />

(8) Variable rate prime plus 6.0% (bankers acceptances plus 7.5%).<br />

(9) See “RISK FACTORS – Risks Related to <strong>Amica</strong> and the Industry – Guarantee Risk” for discussion of the mortgages and<br />

<strong>Amica</strong>’s guarantees in excess of its proportionate share and mortgages not meeting their covenants at May 31, 2011.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 25


OVERVIEW OF PROPERTY PORTFOLIO<br />

OPERATING PROPERTIES<br />

The following table provides information on the <strong>Amica</strong>’s operating properties at May 31, 2011:<br />

MATURE COMMUNITIES (1)<br />

Seniors Residences Location Province<br />

Number of<br />

Suites (2)<br />

Ownership<br />

Interest (%)<br />

Date<br />

Opened/<br />

Acquired<br />

<strong>Amica</strong> at Arbutus Manor Vancouver British Columbia 114 100.00 Jun-97<br />

<strong>Amica</strong> at The Balmoral Club Toronto Ontario 63 100.00 Sep-95<br />

<strong>Amica</strong> at Bayview North York Ontario 140 66.50 Jul-03<br />

<strong>Amica</strong> at Bearbrook Ottawa Ontario 101 10.00 May-05<br />

<strong>Amica</strong> at Beechwood Village Sidney British Columbia 106 100.00 Jan-98<br />

<strong>Amica</strong> at City Centre Mississauga Ontario 136 93.39 Nov-05<br />

<strong>Amica</strong> at Douglas House Victoria British Columbia 103 100.00 Dec-97<br />

<strong>Amica</strong> at Dundas Dundas Ontario 134 17.00 Mar-08<br />

<strong>Amica</strong> at Erin Mills Mississauga Ontario 133 50.00 Oct-01<br />

<strong>Amica</strong> at Mayfair Port Coquitlam British Columbia 85 100.00 Sep-00<br />

<strong>Amica</strong> at Newmarket Newmarket Ontario 137 56.00 Mar-06<br />

<strong>Amica</strong> at Rideau Manor Burnaby British Columbia 142 100.00 Jun-97<br />

<strong>Amica</strong> at Somerset House Victoria British Columbia 136 100.00 Nov-94<br />

<strong>Amica</strong> at Swan Lake Markham Ontario 116 50.00 May-01<br />

<strong>Amica</strong> at Villa Da Vinci Vaughan Ontario 124<br />

100.00 Jul-01<br />

<strong>Amica</strong> at West Vancouver West Vancouver British Columbia 121 83.50 Apr-05<br />

Total 1,891<br />

NON-MATURE COMMUNITIES (1)<br />

<strong>Amica</strong> at Bayview Gardens North York Ontario 148 36.50 (3)<br />

Jun-10<br />

<strong>Amica</strong> at London London Ontario 162 32.63 Mar-09<br />

<strong>Amica</strong> at Thornhill Thornhill Ontario 147 22.00 Nov-08<br />

<strong>Amica</strong> at Westboro Park Ottawa Ontario 137 12.50 Sep-08<br />

<strong>Amica</strong> at Whitby Whitby Ontario 139 19.94 Nov-09<br />

<strong>Amica</strong> at Windsor Windsor Ontario 181<br />

Total 914<br />

47.50 Jul-10<br />

TOTAL 2,805<br />

(1)<br />

Effective June 1, 2009, mature same communities was defined by the Company to be mature communities that are<br />

classified as income-producing properties for thirteen months after the earlier of reaching 95% occupancy or 24 months of<br />

operation.<br />

(2)<br />

The number of suites may change periodically due to renovations, flexible configurations, use of condominium units as<br />

rental suites and other factors.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 26


(3) On June 1, 2011, the Company acquired an additional 7.5% interest in <strong>Amica</strong> at Bayview Gardens – Rentals, increasing its<br />

ownership position to 44% (see “ACQUISITION OF ADDITIONAL OWNERSHIP INTERESTS IN CO-TENANCIES –<br />

Fiscal 2011 – Co-Tenancy Investments – Subsequent to May 31, 2011”).<br />

PROPERTIES UNDER DEVELOPMENT<br />

The following property, in which a long term management contract with <strong>Amica</strong> is in place, is<br />

under development:<br />

Seniors Residences Location Province<br />

Approximate<br />

Number of Suites (1)<br />

Ownership<br />

Interest (%)<br />

<strong>Amica</strong> at Aspen Woods Calgary Alberta 147 (2)<br />

24.40<br />

Total 147<br />

(1)<br />

The number of suites is estimated based on preliminary project plans, the actual number of suites could change.<br />

(2)<br />

In addition to the planned rental suites there is additional land available for potential condominium units, additional rental<br />

units and/or other uses; this figure does not include potential additional units phase II land.<br />

PROPERTIES IN PRE-DEVELOPMENT<br />

The following table provides a summary of properties in pre-development for which long term<br />

management contracts with <strong>Amica</strong> are in place:<br />

Seniors Residences Location Province<br />

Approximate<br />

Number of Suites (1)<br />

Ownership<br />

Interest (%)<br />

<strong>Amica</strong> at Oakville Oakville Ontario 139 19.50<br />

<strong>Amica</strong> at Richmond Hill Richmond Hill Ontario 156 50.00<br />

<strong>Amica</strong> at Swan Lake (expansion) Markham Ontario 115 50.00<br />

Total 410<br />

(1)<br />

The number of suites is estimated based on preliminary project plans, the actual number of suites could change.<br />

CONDOMINIUMS<br />

The following table provides a summary of historical condominium development and sales:<br />

Seniors Residences Location Province<br />

Number of Suites Developed<br />

and Sold<br />

City Centre Mississauga Ontario 145<br />

Claridges, <strong>Amica</strong> at Bayview North York Ontario 111<br />

Erin Mills Mississauga Ontario 67<br />

Mayfair Port Coquitlam British Columbia 33<br />

The Watermark, <strong>Amica</strong> at West<br />

Vancouver West Vancouver British Columbia 13 (1)<br />

Total 369<br />

(1)<br />

<strong>Inc</strong>ludes 9 units sold to the <strong>Amica</strong> at West Vancouver (Rentals) Co-Tenancy. One of these units is currently<br />

for sale or may be leased, and the other eight are operated as part of the rental operations.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 27


The following table provides a summary of recently completed condominium units now in the<br />

marketing and sales phase, as well as condominium units currently in pre-development:<br />

Seniors Residences Location Province<br />

Approximate<br />

Number of Suites<br />

Ownership<br />

Interest (%)<br />

The Bayview, <strong>Amica</strong> at Bayview<br />

Gardens North York Ontario 101 5.20 (1)<br />

Approximate<br />

Number of<br />

Units Sold<br />

Richmond Hill Richmond Hill Ontario 130 (3) 0.00 N/A (3)<br />

Total 231<br />

84<br />

(1)<br />

On June 1, 2011, the Company acquired an additional 4.4% interest in <strong>Amica</strong> at Bayview Gardens – Condominiums,<br />

increasing its ownership position to 9.6% (see “ACQUISITION OF ADDITIONAL OWNERSHIP INTERESTS IN<br />

CO-TENANCIES – Fiscal 2011 – Co-Tenancy Investments – Subsequent to May 31, 2011”).<br />

(2)<br />

Condominium units sold and sales closed at May 31, 2011.<br />

(3)<br />

Property is currently in pre-development, units not built. Number of suites is estimated based on preliminary project<br />

plans and the actual number of suites could change.<br />

OCCUPANCY<br />

During Fiscal 2009, the domestic and global economic climate became a source of significant<br />

uncertainty. This environment of uncertainty affected many businesses and consumers, including<br />

seniors who contemplated moving to an <strong>Amica</strong> retirement residence. During Fiscal 2010, <strong>Amica</strong><br />

saw this trend continue in many of its retirement communities whereby some prospective<br />

residents are taking longer to make a decision to move to an <strong>Amica</strong> community, while others are<br />

forced to wait longer due to the time it is taking to sell their homes. During Fiscal 2011, <strong>Amica</strong><br />

began to see an improvement in occupancy, particularly in its British Columbia communities. The<br />

British Columbia communities’ return to historic occupancy levels in the mid 90’s can be<br />

primarily attributed to a strong real estate market in the Lower Mainland and Victoria, plus a<br />

marketplace that is not burdened with an oversupply of new product, as is the case in some<br />

markets in Ontario. The Company is also seeing good traction with the communities in lease-up<br />

and they will remain the focus and attention of <strong>Amica</strong>’s operations and marketing teams to ensure<br />

the momentum is maintained.<br />

Overall occupancy in the Company’s mature communities at May 31, 2011 was 92.1%, an<br />

increase of 0.8% from 91.3% at May 31, 2010 and an increase of 0.2% from 91.9% at February<br />

28, 2011. Overall occupancy at May 31, 2011 in the Company’s mature communities in British<br />

Columbia was 96.1% and in Ontario was 89.1%. The demand for <strong>Amica</strong>’s high-quality<br />

residences continues and the overall occupancy levels in <strong>Amica</strong>’s mature communities have been<br />

slowly improving, although the rate of move-outs generally due to residents moving to receive<br />

long-term care has remained unchanged. In order to counter the external economic factors and an<br />

oversupply in the Ontario market, <strong>Amica</strong> continues to focus on its marketing and operating<br />

initiatives and has introduced a number of incentives and new programs aimed at prospective<br />

residents.<br />

<strong>Mature</strong> same community MARPAS increased by 3.3% for the year ended May 31, 2011<br />

compared to the year ended May 31, 2010. The Company has experienced monthly year-overyear<br />

MARPAS increases in its mature same communities for 17 consecutive months and<br />

quarterly occupancy levels stabilizing above 90%.<br />

Part of the success on the occupancy and MARPAS fronts has been the spotlight on short term<br />

and respite stays, and the recently launched Vitalis reNEW convalescent program. These<br />

programs allow prospects to see what retirement living is all about.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 28<br />

84 (2)


The Company has the following communities in lease-up: <strong>Amica</strong> at Westboro Park, <strong>Amica</strong> at<br />

Thornhill, <strong>Amica</strong> at London, <strong>Amica</strong> at Whitby, <strong>Amica</strong> at Bayview Gardens and <strong>Amica</strong> at<br />

Windsor. Overall occupancy in the Company’s communities in lease-up at May 31, 2011 was<br />

46.2%. Overall occupancy in the Company’s communities in lease-up at August 8, 2011 was<br />

49.8%, which is anticipated to increase to 56.1% following an additional 57 net pending moveins.<br />

Net pending move-ins reflects suites that have been reserved with a deposit made for the<br />

reservation, less suites for which notice of termination has been received.<br />

Historical Occupancy<br />

Occupancy in the Company’s mature communities for the past three fiscal years is show in the<br />

chart below:<br />

95%<br />

94%<br />

93%<br />

92%<br />

91%<br />

90%<br />

89%<br />

88%<br />

87%<br />

86%<br />

85%<br />

94.5%<br />

93.5%<br />

92.3%<br />

92.5%<br />

91.3% 91.5% 91.9%<br />

92.1%<br />

90.8%<br />

90.7% 90.7%<br />

89.2%<br />

Q1/F09 Q2/F09 Q3/F09 Q4/F09 Q1/F10 Q2/F10 Q3/F10 Q4/F10 Q1/F11 Q2/F11 Q3/F11 Q4/F11<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 29


THE SENIORS HOUSING MARKET IN CANADA<br />

TYPES OF HOUSING AND SERVICE OPTIONS FOR SENIORS IN CANADA<br />

There are a range of housing and service options available for seniors in Canada. For purposes of<br />

this AIF, the types of seniors housing options available to seniors living outside of the family<br />

home can generally be grouped into three categories described below:<br />

Independent Living<br />

Independent Living is designed to meet the needs of seniors who are able to live independently<br />

and want the freedom and privacy of their own separate suite, along with the security, comfort<br />

and social activities of a seniors community. Independent Living allows seniors to be surrounded<br />

by their peers and receive services such as housekeeping, meals, recreational opportunities and<br />

other activities. Generally, other than regulations applicable to rental housing facilities and public<br />

health, Independent Living is unregulated and unlicensed.<br />

Assisted Living<br />

Assisted Living is designed to meet the needs of seniors who seek housing with supportive care<br />

and services including assistance with daily activities (such as eating, bathing, dressing, laundry,<br />

housekeeping, and assistance with medications). Generally, assisted living is offered in a separate<br />

wing, separate floor or separate building of a retirement residence. Assisted Living facilities are<br />

licensed and regulated in most jurisdictions but are typically less regulated than<br />

Intermediate/Long-Term care facilities. Assisted Living facilities typically have professional<br />

nursing and healthcare services available on call or at regularly scheduled times on a fee-forservice<br />

basis.<br />

Intermediate/Long-Term Care<br />

Intermediate/Long-Term Care is designed for seniors who may require 24-hour per day nursing<br />

care and supervision within a secure setting. Generally, Intermediate/Long-Term Care facilities<br />

are licensed or authorized as government-regulated and/or funded, have controlled admission<br />

policies and programs, and must meet government design standards.<br />

DEMAND AND SUPPLY<br />

<strong>Amica</strong>’s focus is on providing luxury accommodations and services primarily to independent<br />

seniors. All recent statistics highlight the ever-increasing seniors population and the substantial<br />

wealth accumulated by this segment of the population. The Company believes that there is<br />

significant demand for luxury seniors residences and services and that the Company is well<br />

positioned to capture a significant portion of this market. The following factors are having a<br />

positive impact on the independent living retirement community sector:<br />

Favourable Demographics<br />

The aging population is a leading driver of demand for retirement residences. According to<br />

statistics Canada, seniors constitute the fastest growing population group in Canada. Low fertility<br />

rates, longer life expectancy and the effects of the baby boom generation are among the factors<br />

contributing to the increasing seniors population. In 2006, seniors comprised 13% of Canada’s<br />

total population compared to 10% in 1981 and 5% in 1921. By 2056, the share of the population<br />

aged 65 and older may reach 27%. In 2006, 3.6% of the population was aged 80 and older and<br />

this figure could reach 10% by 2056.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 30


The following graph presents the evolution of three age groups in the population between 1921<br />

and 2006 as a percentage of the Canadian population: 65+ age cohort, 75+ age cohort, and 85+<br />

age cohort. The population projections are also presented for the years 2011 to 2056.<br />

30.0%<br />

25.0%<br />

20.0%<br />

15.0%<br />

10.0%<br />

5.0%<br />

0.0%<br />

Data Source: Statistics Canada (website: http://www.statcan.gc.ca/start-debut-eng.html)<br />

The primary demographic group living in <strong>Amica</strong>’s residences are seniors who are greater than 75<br />

years of age. Between 2009 and 2029, the 75+ age cohort is projected to increase by 77.7%;<br />

currently the 75+ age portion of the total population is estimated to be 6.4% and by 2019 this is<br />

expected to comprise 7.7% of the total population, increasing to 9.5% in 2029.<br />

<strong>Inc</strong>reasing Life Expectancy<br />

Primarily as a result of advances in medicine, technology and healthcare, Canadians are living<br />

longer. The average life expectancy for Canadians increased to 80.4 years in 2005 from 77.8<br />

years in 1991, according to Statistics Canada. Additionally, the population of the Provinces of<br />

British Columbia, Ontario, Alberta and Quebec have the highest life expectancies in Canada. The<br />

segment of the population 65 years and older is estimated to double in size by 2031.<br />

<strong>Inc</strong>reasing Seniors’ Affluence<br />

Seniors as % of Canadian Population<br />

1921<br />

1931<br />

1941<br />

1951<br />

1956<br />

1961<br />

1966<br />

1971<br />

1976<br />

1981<br />

1986<br />

1991<br />

1996<br />

2001<br />

2006<br />

2011<br />

2016<br />

2021<br />

2026<br />

2031<br />

2036<br />

2041<br />

2046<br />

2051<br />

2056<br />

The growing affluence of seniors has increased the demand for luxurious, wellness and vitality<br />

style environments and lifestyles. According to Statistics Canada, the financial situation of<br />

seniors in Canada improved significantly over the last 25 years. Between 1980 and 2003, the<br />

average total before-tax income received by senior couples increased from $39,800 to $49,300, an<br />

increase of 24%. Their average total after-tax income increased by 18%, rising from $36,300 to<br />

$42,800. Considering senior couples at the mid-point of the income distribution, median after-tax<br />

income increased from $27,900 to $36,500, an increase of $8,600 or 31%.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 31<br />

65+<br />

75+<br />

85+


The same upward trends were evident among seniors who did not reside with other family<br />

members. Between 1980 and 2003, the median after-tax income of unattached senior men<br />

increased by 43%, from $14,100 to $20,200 while that of unattached senior women increased by<br />

42%, from $12,800 to $18,200.<br />

The incomes of seniors not only increased in absolute terms, but have also increased relative to<br />

the incomes of individuals of younger age groups. For every $1.00 received by a senior in 1980,<br />

and individual aged 35 to 44 received $1.57. By 2003, this differential had decreased to $1.29.<br />

Source: Statistics Canada, A Portrait of Seniors in Canada (2006)<br />

In addition, a substantial majority of seniors own their home debt free. In 2001, 83% of senior<br />

households who owned their home were without a mortgage. Indeed, seniors households are, by<br />

far, the most likely group to be mortgage-free homeowners.<br />

Changing Family Dynamics<br />

As seniors age, the amount of assistance required to live independently increases. The increase in<br />

the number of women (the traditional caregivers for seniors) working outside the home, the<br />

decrease in family size and other changes in family dynamics, coupled with the increasing<br />

number and age of seniors, is straining the ability of families to care for aging seniors in a home<br />

setting. The Company believes that societal changes will continue to erode traditional support<br />

networks for seniors living independently in the community. The majority of seniors living<br />

independently obtain help with household work and other personal chores. These societal changes<br />

will continue to increase the demand for assistance with daily living, security and companionship<br />

offered by seniors housing alternatives.<br />

Health and Lifestyle<br />

Today’s seniors are more active and involved in their communities and expect to live longer and<br />

healthier lives than previous generations. Today’s senior and their offspring are increasingly wellinformed<br />

about the aging process and the housing and care options that are available.<br />

<strong>Inc</strong>reasingly, the healthier, more affluent senior is looking for a model of living that offers an<br />

independent lifestyle (with some care and support available) with an emphasis on service and<br />

hospitality.<br />

COMPETITION<br />

<strong>Amica</strong> faces competition from other managers and operators of seniors retirement residences in<br />

Canada. Individual retirement communities generally compete with other retirement communities<br />

that offer independent living, assisted living, intermediate/long-term care or a combination<br />

thereof, within a five to ten kilometre radius. Most of <strong>Amica</strong>’s competition in the mid to upperend<br />

of the retirement residence sector comes from national competitors and also from regional<br />

operators that may only have a small number of residences under management. These regional<br />

operators tend to be developers or builders who have focused on multi-family housing and have<br />

chosen to extend their product reach in retirement housing in a limited way.<br />

With respect to national competitors, <strong>Amica</strong> faces competition from Chartwell Seniors Housing<br />

Real Estate Investment Trust, Revera <strong>Inc</strong>. (formerly Retirement Residences Real Estate<br />

Investment Trust), Diversicare Canada Management Services <strong>Inc</strong>., Holiday Retirement<br />

Corporation and Sunrise Senior Living <strong>Inc</strong>.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 32


Chartwell Seniors Housing Real Estate Investment Trust, Revera <strong>Inc</strong>. and Diversicare Canada<br />

Management Services <strong>Inc</strong>. have large and varied portfolios containing assets ranging from newer<br />

upscale communities to older, smaller nursing homes. Until recently, Sunrise Seniors Living <strong>Inc</strong>.<br />

has focused more on the assisted living and memory care market and as such has been more<br />

complimentary than competitive. It now has one property next to an <strong>Amica</strong> residence in<br />

Thornhill, Ontario that offers an independent living model in addition to its traditional services.<br />

The geographic extent of competition depends on the community. Generally speaking, the larger<br />

the populated area the higher number of competitors.<br />

Management believes that the following operators represent some of the leading industry<br />

participants in Canada:<br />

OPERATOR<br />

NUMBER OF<br />

SUITES/BEDS (1)<br />

NUMBER OF<br />

PROPERTIES (1)<br />

Chartwell Seniors Housing REIT 14,245 117<br />

Revera <strong>Inc</strong>. 10,872 96<br />

Diversicare Canada Management<br />

Services <strong>Inc</strong>.<br />

3,961 29<br />

Holiday Retirement Corporation 3,856 34<br />

<strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>. 2,803 (2) 22 (2)<br />

Sunrise Senior Living <strong>Inc</strong>. 1,370 15<br />

(1) Estimates are based on publicly available information for Canadian portfolio for IL and AL only.<br />

(2) Total Number of Suites/Beds and Number of Properties for <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>. at August 12, 2011, excluding properties under development and in predevelopment.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 33


RISK FACTORS<br />

As previously stated, this AIF contains forward-looking statements, and any assumptions upon<br />

which they are based are made in good faith and reflect <strong>Amica</strong>’s current judgment regarding the<br />

direction of its business. Actual results will almost always vary, sometimes materially, from any<br />

estimates, predictions, projections, assumptions or other future performance suggested in this<br />

AIF. Except as required by applicable law, <strong>Amica</strong> does not intend to update any of the forwardlooking<br />

statements to conform these statements to actual results.<br />

An investment in the Company’s common shares involves a number of very significant risks.<br />

Investors should carefully consider the following risks and uncertainties in addition to other<br />

information in this AIF in evaluating the Company and its business before purchasing common<br />

shares of the Company. <strong>Amica</strong>’s business, operating results and financial condition could be<br />

seriously harmed due to any of the following risks. The risks described below are not the only<br />

ones facing <strong>Amica</strong>. Additional risks not presently known to the Company may also impair its<br />

business operations. Investors could lose all or part of their investments due to any of these risks.<br />

RISK RELATED TO AMICA AND THE INDUSTRY<br />

General Business Risks<br />

The Company is subject to general business risks and to risks inherent in the seniors housing<br />

industry and the ownership of real property. These risks arise from a wide range of factors<br />

including changes in general and local economic conditions, varying levels of demand for<br />

retirement living and related services, fluctuations in the price of equipment and supplies,<br />

changes in the cost of construction, changes in the availability of and cost of labour, possible<br />

future changes in labour relations, competition from other owners, developers and operators,<br />

which may impact the supply and demand for seniors housing accommodations, the recurring<br />

need for renovation, refurbishment and improvement of properties, changes in trends, technology<br />

and service requirements in the seniors housing industry, changes in cash flow, liquidity and<br />

interest rates, the availability of financing for development, changes in the availability and cost of<br />

money for long-term financing which may render refinancing of mortgages difficult or<br />

unattractive, operating or capital needs, increases in real estate and other taxes and other<br />

operating expenses and the ability of the Company to secure management contracts. In addition,<br />

the potential for reduced revenue growth exists in the event that the Company is unable to<br />

maintain its managed properties at a level that meets the expectation of its residents thus affecting<br />

the corresponding occupancy levels within these properties.<br />

Real Property Ownership and Lack of Diversity<br />

Real property investments are subject to a degree of risk. They are affected by various factors<br />

including changes in general economic conditions (such as the availability of mortgage funds)<br />

and in local conditions (such as an oversupply of space or a reduction in demand for real estate in<br />

the area), the attractiveness of the properties to residents, competition from other available space<br />

and various other factors. In addition, fluctuations in interest rates may affect the Company. By<br />

specializing in one segment of the real estate industry, the Company is exposed to adverse effects<br />

on the industry and does not benefit from the diversification of its portfolio by type of property. If<br />

properties do not generate revenues sufficient to meet operating expenses, debt service and capital<br />

expenditures, the Company’s results from operations and ability to make distributions to<br />

shareholders could be adversely affected. The performance of the economy in each of the areas in<br />

which the properties are located affects occupancy, market rental rates and expenses. These<br />

factors consequently can have an impact on revenues from the properties and their underlying<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 34


values. The financial results and labour decisions of major local employers may also have an<br />

impact on the revenues from and value of certain properties.<br />

Certain significant expenditures involved in real property investments, such as real estate taxes,<br />

insurance costs, maintenance costs and mortgage payments, represent liabilities which must be<br />

met regardless of whether the property is producing any income. Some of the expenditures are<br />

variable, and beyond the control of the Company. There is a real possibility that the Company<br />

may experience inadequate or negative cash flow on a property as a result of escalating operating<br />

costs or declining revenue.<br />

Reliance on Ability of Capital Participants to Meet Their Obligations<br />

The Company provides advances, mezzanine financing, completion loans and guarantees on the<br />

indebtedness of certain co-tenancies in excess of the Company’s proportionate interest in such<br />

co-tenancies. Generally, the equity available in the co-tenancy is in excess of the advances and<br />

indebtedness guaranteed although not during development. This is particularly the case as equity<br />

in new developments is generally around 20% of the pro forma cost of development. Until leaseup,<br />

the Company faces risks that are significantly higher than its pro rata ownership share. If the<br />

Company’s guarantee is called upon, or the mezzanine and/or completion loan debt cannot be<br />

repaid through refinancing and there is insufficient equity in the property, and the capital<br />

participants are unable to fund their proportionate share of the indebtedness, the Company may be<br />

unable to recover the amount paid in excess of its proportionate interest. The Company may<br />

remedy such an event by acquiring such defaulting co-owners’ interests at below cost, however<br />

the Company would have to fund such co-owners’ share of the mezzanine debt, completion loan<br />

and/or guarantee. The Company may also be exposed to adverse developments, including a<br />

possible change in control, in the business and affairs of its co-tenancy partners, which could<br />

have a significant impact on the Company’s interests in the co-tenancies or affect the value of its<br />

interests, cause the Company to incur additional costs, impact upon the Company’s ability to<br />

dispose of its interests in the co-tenancies, or compel the Company to purchase the balance of the<br />

co-tenancies.<br />

Market Risk<br />

Market risk is the risk that changes in market prices, such as foreign exchange rates, interest rates<br />

and equity prices, will affect the Company’s income or the value of its holdings of financial<br />

instruments. The objective of market risk management is to manage and control market risk<br />

exposures within acceptable parameters while optimizing the return on risk.<br />

The Company is not materially exposed to equity price risk or foreign exchange rate risk but does<br />

have exposure to interest rate risk.<br />

To mitigate interest rate risk, the Company’s consolidated mortgages payable consist primarily of<br />

fixed-rate debt with staggered maturity dates with the exception of five mortgages payable which<br />

are carried at variable rates. Additionally, the Company is exposed to interest rate risk on its<br />

demand operating loan which has an interest rate of prime plus 1.25% or bankers’ acceptances<br />

plus 2.75%. The variable rate mortgages are summarized as follows:<br />

• Land loan for the <strong>Amica</strong> at Richmond Hill property in which the Company has a 50%<br />

ownership interest. The mortgage has a principal balance outstanding of $4.0 million of<br />

which $2.0 million is the Company’s 50% share at May 31, 2011, and the mortgage has<br />

an interest rate of prime plus 2.5%.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 35


• <strong>Amica</strong> at Swan Lake mortgage, in which the Company has a 50% ownership interest. The<br />

mortgage has a principal balance of $16.5 million of which $8.25 million is the<br />

Company’s 50% share at May 31, 2011, and the mortgage bears interest at prime plus<br />

0.75%.<br />

• Loan on 4 condominiums for <strong>Amica</strong> at West Vancouver in which the Company has an<br />

83.5% ownership interest. The mortgage has a principal balance of $3.3 million payable<br />

on demand and otherwise matures February 13, 2013. The mortgage bears interest at<br />

prime plus 1.5%.<br />

• The Company has entered into interest rate swaps to reduce the Company’s exposure to<br />

interest rate changes on $13.5 million of two variable rate mortgages in the amount of<br />

$14.0 million for the <strong>Amica</strong> at Beechwood property, bearing interest at bankers’<br />

acceptance plus 2.5% and bankers’ acceptance plus 3.75%.<br />

The Company is also subject to the risk that it may not be able to refinance its existing mortgage<br />

debt as it matures, or declines in appraised values of properties and changes in other market<br />

conditions including declines in loan to appraised value ratios may result in reductions in the<br />

amounts available for refinancings. Additionally, construction financing may be unavailable for<br />

new developments. To mitigate these risks, the Company has endeavoured wherever possible to<br />

negotiate and lock in fixed mortgage terms of between 5 and 10 years, and effective calendar<br />

2008 the Company’s policy is not to commence construction on a new development until<br />

committed financing is in place at acceptable terms.<br />

The Company’s outstanding mortgages payable are summarized in “FINANCING STRATEGY –<br />

Mortgages Payable: Consolidated Properties” above. Although the majority of mortgages payable<br />

are at fixed rates there can be no assurance that as debt matures, renewal interest rates will not<br />

significantly impact future net income and cash flow. For mortgages payable that bear interest at<br />

fixed rates, no material interest rate risk currently exists. For mortgages payable and the<br />

Company’s demand operating loan that bear interest at variable rates, the Company’s interest<br />

costs will change to the extent the prime rate or bankers’ acceptances rate changes. At May 31,<br />

2011, there are no material sensitivities to interest rates on variable rate mortgages and the<br />

demand operating loan at changes of 50 to 250 basis points.<br />

All mortgages and loans receivable are at fixed rates and are not subject to variable interest rate<br />

risk.<br />

Global Economic Financial Conditions<br />

Adverse changes to the economic and financial conditions in Canada and globally could impact<br />

<strong>Amica</strong>’s ability to execute upon its operating, growth and financing strategies, which in turn<br />

could have a material adverse impact on <strong>Amica</strong>’s business, profitability and financial position.<br />

Global financial conditions may negatively impact access to public financing and may impact the<br />

Company’s ability to obtain future financing on favourable terms. If such increased levels of<br />

volatility and market turmoil return, the Company’s operations could be adversely impacted and<br />

the trading price of <strong>Amica</strong>’s common shares could be affected.<br />

Credit Risk<br />

Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial<br />

instrument fails to meet its contractual obligations. The Company is exposed to credit risk as a<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 36


esult of its cash and cash equivalents, accounts receivable, deposits on land and other,<br />

management fees receivable and mortgages and loans receivable.<br />

Cash and cash equivalents primarily consist of funds on deposit at two Canadian chartered banks.<br />

Management considers the risk of non-performance related to cash and cash equivalents to be<br />

minimal.<br />

Deposits on land and other consist primarily of deposits to buy land and/or retirement<br />

communities. These deposits are pursuant to the purchase agreements and are either secured by<br />

mortgages on the applicable property or held in trust by legal counsel.<br />

The majority of accounts receivable is interest receivable due from mortgages and loan advances<br />

to co-tenancies and joint ventures. The Company has guarantees from the investors that are<br />

established within the terms of the co-tenancy agreements, however such guarantees may not be<br />

sufficient or effective in securing payment of the mortgages and loan advances to the co-tenancies<br />

and joint ventures.<br />

Accounts receivable also includes unpaid amounts for rental and services rendered to the<br />

Company’s residents at the retirement properties. Under the terms of residents’ leases, collection<br />

occurs at the first of every month in the form of cheque or pre-authorized debit. It is the<br />

Company’s policy to review trade receivables on a monthly basis and follow-up for collection.<br />

Accounts receivable also includes management fees receivable due from properties under<br />

management, as well as design and marketing fees and miscellaneous fees earned in accordance<br />

with terms stipulated in the co-tenancy agreements for each property. Certain construction<br />

financing precludes the Company from collecting receivables until specified construction<br />

financing milestones are achieved. The timing of the collection of these receivables can be<br />

delayed significantly beyond what would normally be expected for trade accounts receivable due<br />

to its nature. The Company has guarantees from the investors that are established within the terms<br />

of the co-tenancy agreements, however such guarantees may not be sufficient or effective in<br />

securing payment of the fees receivable from the co-tenancies and joint ventures.<br />

The following represents the status of the Company’s accounts receivable as at May 31, 2011:<br />

(Expressed in thousands of<br />

Total as at<br />

Canadian dollars) Current 61-120 days Over 120 days May 31, 2011<br />

$ $ $ $<br />

Accounts Receivable 1,608 154 1,134 2,896<br />

The Company’s mortgages and loans receivable consist of fixed-rate debt from co-tenancies and<br />

joint ventures in which the Company has management contracts. While there is credit risk from<br />

these receivables in the event of inadequacy of cash flow generated by the co-tenancy or joint<br />

venture or from scheduled financing draws, the Company has guarantees from the investors that<br />

are established within the terms of the co-tenancy agreements. Recovery from co-owners of<br />

amounts guaranteed beyond the realization value of their respective co-tenancy interests is<br />

uncertain.<br />

Liquidity Risk<br />

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as<br />

they fall due. Real property investments are inherently relatively illiquid and cannot be quickly<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 37


converted to cash. Liquidity is even more constrained where the Company’s interest takes the<br />

form of an interest in a joint venture, co-ownership or development project.<br />

The Company’s approach to managing liquidity is to ensure, as far as possible, that it will have<br />

sufficient liquidity to meet its liabilities when due.<br />

The Company manages its operating cash flow and its cash resources to ensure sufficient cash is<br />

on hand to meet its obligations and growth objectives including capital expenditure commitments.<br />

The Company has a $20 million demand operating loan secured by a first mortgage on a 100%<br />

company owned community. The Company may in the future be able to increase its debt on<br />

certain of its 100% owned communities to generate additional financial resources.<br />

The Company has $13.5 million in mortgages payable which are due on demand. The Company’s<br />

expectation is that the due on demand mortgages payable will be available for their term and will<br />

not be called. This expectation is based on the current status of the mortgages, and the Company’s<br />

past experience with these and similar mortgages and loans.<br />

As discussed in “Market Risk” above, the Company is exposed to the risk that it may not be able<br />

refinance its existing mortgage debt as it matures; or declines in appraised values of properties<br />

and changes in other market conditions including lending terms may result in reductions in the<br />

amounts available at maturity for refinancing. These factors could adversely affect the<br />

Company’s liquidity. To mitigate these risks, the Company has endeavored wherever possible to<br />

negotiate and lock in fixed mortgage terms of between 5 to 10 years and to spread the maturities<br />

over different years.<br />

The following table summarizes the contractual obligations of the Company’s consolidated<br />

financial liabilities at May 31, 2011, and payments thereof in each of the next five fiscal years<br />

ending May 31 and in the aggregate thereafter, assuming that the Company’s mortgages payable<br />

due on demand of $13.5 million are classified as repayable in Fiscal 2012:<br />

(Expressed in thousands of<br />

Canadian dollars)<br />

Contractual<br />

Obligations<br />

Fiscal<br />

2012<br />

Fiscal<br />

2013<br />

Fiscal<br />

2014<br />

Fiscal<br />

2015<br />

Fiscal<br />

2016<br />

Thereafter<br />

$ $ $ $ $ $ $<br />

Accounts payable and accrued<br />

liabilities (1) 10,014 7,124 706 683 683 684 134<br />

Dividends payable 1,917 1,917 - - - - -<br />

Notes payable (2) Mortgages payable – principal<br />

1,050 250 400 400 - - -<br />

payments (3)(4) Mortgages payable – maturing<br />

15,706 4,835 4,686 2,873 1,814 1,227 271<br />

debt or payable on<br />

demand (3)(4) 187,830 18,220 16,811 81,349 25,017 5,163 41,270<br />

216,516 32,346 22,603 85,305 27,514 7,074 41,675<br />

(1) The cash flows related to security deposits payable are estimated based on historical tenant activity.<br />

(2) Notes payable are shown at the contractual amounts payable rather than present value as recorded in the Company’s financial<br />

statements.<br />

(3) $13,962,000 of mortgages payable which did not meet their debt service requirements at May 31, 2011 are presented in this<br />

table on the basis that the mortgages will mature in the year ending May 31, 2014. Based on communications with the mortgage<br />

holder, the Company does not anticipate the mortgage holder will take any action on these mortgages.<br />

(4) The contractual obligations for mortgages payable exclude deferred financing costs and other differences between their<br />

contractual obligations and their carrying values as reflected in their carrying value in the Company’s financial statements.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 38


Development Risk<br />

The Company will continue to seek and advance new developments with experienced developers<br />

and capital participants; however, new developments increase the risk that projected financial<br />

returns may not be achieved and that cost overruns or start-up losses may require further equity<br />

injections. In addition, any adverse impact from new developments will reduce the availability of<br />

capital from affected investors in co-tenancies for future developments. The Company evaluates<br />

each development separately including an extensive supply and demand analysis and establishing<br />

capital participants, to ensure certain criteria have been met. The Company attempts to reduce its<br />

development risk by entering into co-tenancy agreements with experienced developers and other<br />

investors, and the Company attempts to reduce future investments by relying upon its co-tenancy<br />

participants to provide the majority of capital required to acquire or develop <strong>Amica</strong> Wellness &<br />

Vitality Residences. However, in such instances the ability of co-owners to fund their share of<br />

existing debt (including mezzanine debt and completion loans) and guarantees, and/or fund<br />

additional capital requirements adds to the Company’s risk (see “Reliance on Ability of Capital<br />

Participants to Meet Their Obligations” and “Guarantee Risk”). The Company is also subject to<br />

growth restrictions if it is unable to attract equity investors to enter into new co-tenancy<br />

agreements when new opportunities are identified.<br />

Guarantee Risk<br />

<strong>Amica</strong> has provided guarantees in excess of its proportionate share on the mortgages of certain<br />

co-tenancies, whose properties and mortgages payable are not included in the consolidated<br />

financial statements because they are accounted for on a cost or equity basis. These mortgages<br />

include term loans on properties in pre-development and lease-up which are payable on demand<br />

under certain circumstances and the Company’s past experience has been that these loans have<br />

been available for their term. In the next 12 months, loans totaling $184.0 million on properties<br />

owned by non-consolidated co-tenancies will reach the end of their term. The Company<br />

anticipates that it will be able to complete take-out financings and/or extend the terms of these<br />

loans.<br />

<strong>Amica</strong>’s proportionate share of mortgages payable on non-consolidated properties totalled $63.0<br />

million at May 31, 2011, compared to $81.0 million at May 31, 2010. Guarantees provided by<br />

<strong>Amica</strong> in excess of the proportionate share of such mortgages totaled $33.8 million at May 31,<br />

2011 compared to $80.8 million at May 31, 2010. <strong>Amica</strong> is indemnified by the other investors<br />

and the underlying properties are available to satisfy any claims under these guarantees and to<br />

reimburse <strong>Amica</strong> for any advances made to the co-tenancies. Recovery from co-owners of any<br />

amounts guaranteed beyond the realization values of their respective co-tenancy interests is<br />

uncertain (see also “Reliance on Ability of Capital Participants to Meet Their Obligations”).<br />

One co-tenancy for which the Company has provided guarantees in respect of a mortgage on the<br />

underlying property, did not meet the debt service covenant requirement of the mortgage at May<br />

31, 2011. Based on past experience and communications with the mortgage holder, the Company<br />

does not anticipate the mortgage holder will take any action on this mortgage. At May 31, 2011,<br />

the guarantee provided by the Company on this mortgage was $4.0 million and exceeded the<br />

Company’s proportionate share of the mortgage by $3.6 million. The Company is indemnified by<br />

the other investors in the co-tenancy for the guarantee provided in excess of the Company’s<br />

proportionate share of the mortgage payable and the underlying property is available to satisfy<br />

any claim under this guarantee and to reimburse the Company for any advances made to the cotenancy.<br />

This mortgage matured in May 2011 and is in the process of being renewed.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 39


Additionally, two co-tenancies with properties currently in lease-up did not meet the debt service<br />

covenant requirements of their construction loans at May 31, 2011. Based on past experience and<br />

communications with the construction lender the Company does not anticipate the lender will<br />

take any action on these loans. The Company has provided a guarantee in respect of one of these<br />

construction loans and at May 31, 2011, the guarantee provided by the Company on this loan was<br />

$3.1 million and exceeded the Company’s proportionate share of the loan by $2.1 million. The<br />

Company is indemnified by the other investors in the co-tenancy for the guarantee provided in<br />

excess of the Company’s proportionate share of the loan payable and the underlying property is<br />

available to satisfy any claims under this guarantee and to reimburse the Company for any<br />

advances made to the co-tenancy. Both of these loans are in the process of being renewed.<br />

The Company also remains as a guarantor on two mortgages in the amount of $8.5 million on an<br />

<strong>Inc</strong>ome-producing property it sold for $16.2 million. The purchasers have indemnified the<br />

Company for this guarantee. In the opinion of management, the property has a value in excess of<br />

the amount guaranteed.<br />

Continued Growth<br />

The Company’s growth in recent years prior to Fiscal 2011 had been primarily from the<br />

development of new seniors rental residences in which it holds partial interests (i.e. 50% or less).<br />

Since the Fall of 2008, due to the economic environment, the Company did not anticipate<br />

significant growth and was focused on solidifying its business including completing construction<br />

of the new residences that were already in progress. In addition to improving occupancy,<br />

MARPAS and net operating income at existing <strong>Amica</strong> communities, commencing in Fiscal 2011,<br />

the Company has worked to grow its business in several ways, including: increasing its<br />

ownership interest in certain existing <strong>Amica</strong> residences where <strong>Amica</strong> owns less than a 100%<br />

interest; advancing the development of properties currently in development and pre-development;<br />

acquiring seniors rental residences currently owned and operated by others; and acquiring new<br />

development sites.<br />

In addition to the general economic environment, the Company’s growth prospects are essentially<br />

dependent on its ability to: successfully acquire additional ownership interests in targeted existing<br />

<strong>Amica</strong> residences; obtain approvals and construction financing for properties currently in<br />

pre-development and to successfully complete the construction and lease-up of the development;<br />

to find acquisition opportunities or new development opportunities in locations that meet <strong>Amica</strong>’s<br />

stringent criteria; and improve the financial performance of <strong>Amica</strong>’s existing communities. There<br />

is a risk that even should economic conditions remain the same or improve, the Company may<br />

not be able to achieve growth.<br />

Geographic Concentration<br />

A substantial portion of the business and operations of <strong>Amica</strong> is conducted in Ontario where<br />

fifteen out of twenty-two <strong>Amica</strong> retirement rental residences in operation are situated and where<br />

there currently are three properties in pre-development (<strong>Amica</strong> at Swan Lake expansion, <strong>Amica</strong> at<br />

Oakville and <strong>Amica</strong> at Richmond Hill). The market value of these properties and the income<br />

generated from them could be negatively affected by changes in local and regional economic<br />

conditions.<br />

Competition<br />

Many other developers, managers and owners of seniors housing facilities compete with <strong>Amica</strong> in<br />

seeking residents. Competition for residents is based primarily on convenience of location,<br />

quality of the residence, reputation of the operator/brand, rental rates and the range and quality of<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 40


food, and the services and amenities offered. Competition for residents and prospective residents<br />

for <strong>Amica</strong>’s residences could adversely affect occupancies and <strong>Amica</strong>’s ability to attract residents<br />

and the rents which may be charged could affect <strong>Amica</strong>’s revenues and, consequently, its ability<br />

to meet its debt obligations.<br />

<strong>Amica</strong> competes with various health care service providers and the hospitality operators in<br />

attracting and retaining skilled and qualified personnel to manage and operate the Company’s<br />

communities. A shortage of trained and qualified personnel may require the Company to enhance<br />

wage and benefits packages in order to compete. No assurance can be given that labour costs will<br />

not increase, or that if they do increase, they can be matched by corresponding increases in rental<br />

and management revenue.<br />

Many other entities have resources in excess of those of the Company and its partners for<br />

investment in real estate. An increased availability of investment funds in real estate would tend<br />

to increase competition for real property investments and may increase purchase prices, reducing<br />

the yields on such investments or making it more difficult for the Company and its partners to<br />

locate and purchase suitable properties.<br />

Reliance on Attracting Seniors with Sufficient Resources to Pay<br />

The Company currently, and for the foreseeable future, expects to rely primarily on its residents’<br />

ability to pay rents and purchase services from their own or familial financial resources.<br />

Generally, only seniors with income or assets meeting or exceeding the comparable median in the<br />

region where the Company’s properties are located can afford the Company’s services. Inflation<br />

or other circumstances that adversely affect the ability of seniors to pay for the Company’s<br />

services could have an adverse effect on the Company. If the Company encounters difficulty in<br />

attracting seniors with adequate resources to pay for its services, its business, operating results<br />

and financial condition could be adversely affected. It is important to note that revenues in the<br />

seniors housing industry are not immune from economic factors (notably interest rates on<br />

retirees’ savings, the ability of seniors to sell their existing residences and the value they will<br />

realize from such sales, and concerns about the funding of pension plans).<br />

Reliance on Rentals and Rental <strong>Inc</strong>reases<br />

Upon the move-out of any resident, there can be no assurance that the resident will be replaced or<br />

that a new resident will pay the same or greater rent. The failure to achieve rentals and maintain<br />

or increase rents may have an adverse effect on the financial condition of the Company.<br />

Reliance on Attracting Capital Participants<br />

The Company currently and in the future relies upon its co-tenancy participants to provide the<br />

majority of the equity capital required to acquire or develop <strong>Amica</strong> Wellness & Vitality<br />

Residences. These co-tenancy participants enter into long term management contracts with the<br />

Company for the management of the property that will be developed. There is no guarantee that<br />

the Company will be able to attract co-tenancy participants to provide the majority of the equity<br />

capital required for future acquisitions or developments. As well, there is no guarantee that the<br />

Company will be able to continue to obtain additional long term management contracts.<br />

Operational Risks<br />

The Company is exposed to all of the operational risks inherent in managing and owning<br />

independent living and assisted living rental retirement properties for seniors. There is no<br />

assurance that the Company’s policies and procedures to address these operational risks will be<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 41


adequate or effective. The Company maintains insurance to cover some of these risks. See<br />

“Liability and Insurance”.<br />

Litigation and Other Disputes May Adversely Affect the Company’s Assets and Share Price<br />

The Company is involved in disputes with third parties and may in the future become involved in<br />

other disputes, litigation or arbitration proceedings. The results of these proceedings cannot be<br />

predicted with certainty. If the Company is unable to resolve these disputes favourably, it may<br />

have an adverse impact on the Company’s financial position, results of operations and the price of<br />

<strong>Amica</strong>’s common shares.<br />

Labour Relations<br />

As of August 12, 2011, the Company and its co-tenancies employed approximately 1,198<br />

employees at its residences and corporate offices. Approximately 28% of the Company’s<br />

employees are represented by four labour unions. Labour relations with these unions are governed<br />

by eight certifications. There can be no assurance that the Company will not experience job action<br />

including strikes and/or labour stoppages, or any other type of conflict with unions or employees,<br />

which could have a material adverse effect on the Company’s business, operating results and<br />

financial condition.<br />

Non-unionized residences may become unionized in the event they are targeted for certification<br />

by a trade union. There can be no assurance that the <strong>Amica</strong> residences that are not currently<br />

unionized will not in the future be subject to unionization efforts or that any such efforts will not<br />

result in the unionization of such residences.<br />

Personnel<br />

The Company’s success depends in large part on its ability to attract and retain key management,<br />

and operating personnel. As <strong>Amica</strong> expands its portfolio of retirement residences, it will require<br />

more skilled, qualified personnel. Recruiting personnel for the retirement industry is highly<br />

competitive. <strong>Amica</strong>’s failure to attract or retain qualified personnel could have a material adverse<br />

effect on its business.<br />

Liability and Insurance<br />

The Company’s business entails an inherent risk of liability. Management expects that from time<br />

to time the Company may be subject to lawsuits as a result of the nature of its business. The<br />

Company maintains general and professional liability, business interruption and property<br />

insurance policies in amounts and with such coverage and deductibles as deemed appropriate,<br />

based on the nature and risks of the business, historical experience and industry standards.<br />

However, certain types of losses are either uninsurable or not economically insurable. There can<br />

be no assurance that claims in excess of the Company’s insurance coverage or claims not covered<br />

by its insurance will not arise. A successful claim against the Company not covered by, or in<br />

excess of, our insurance could have a material adverse effect on the Company’s business,<br />

operating results and financial condition. Claims against the Company, regardless of their merit<br />

or eventual outcome, also may have a material adverse effect on the Company’s ability to attract<br />

residents or expand its business, and will require management to devote attention and resources to<br />

addressing such claims.<br />

Possible Environmental Liabilities<br />

Under various federal and provincial environmental laws and regulations, a current or previous<br />

owner or operator of real property may be held liable for the costs of removal or remediation of<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 42


certain hazardous or toxic substances, including without limitation, asbestos containing materials<br />

that could be located on, in or under such property. Such laws and regulations often impose<br />

liability whether or not the owner or operator knew of, or was responsible for, the presence of the<br />

hazardous or toxic substances. The costs of any required remediation or removal of these<br />

substances could be substantial and the liability of an owner or operator to any property is<br />

generally not limited under such laws and regulations, and could exceed the property’s value and<br />

the aggregate assets of the owner or operator. The presence of these substances or failure to<br />

remediate such substances properly may also adversely affect the owner’s ability to sell or rent<br />

the property, or to borrow using the property as collateral. In connection with the ownership or<br />

operation of its properties, the Company could be liable for these costs, as well as certain other<br />

costs, including government fines and injuries to persons or properties. As a result, the presence,<br />

with or without the Company’s knowledge, of hazardous or toxic substances at any property held<br />

or operated by the Company could have an adverse effect on the Company’s business, operating<br />

results and financial condition.<br />

The Company conducts Phase I environmental assessments and, where required, Phase II<br />

environmental assessments on each property prior to acquiring it. The results of those<br />

assessments have disclosed no material remediation or other expenditure requirements on<br />

properties owned by the Company. The assessments did disclose the presence of asbestos in<br />

specified contained areas at three properties acquired by the Company. The reports concluded that<br />

no remedial action would be required unless renovations were undertaken that would disturb the<br />

asbestos. The Company periodically renovates its properties and may need to undertake<br />

maintenance activities which require such remedial actions to be taken. The Company has a<br />

comprehensive Asbestos Abatement policy outlining standard procedures and practices, and<br />

contracts consultants and contractors who are qualified to perform the required work.<br />

Changes in the Regulatory Environment<br />

Laws periodically change and regulatory bodies may impose licensing requirements for certain<br />

facilities, health standards or services, change the terms of licences or impose more stringent<br />

environmental. Inspections may identify deficiencies in the Company’s operations. Changes in<br />

the law and regulations and inspections could have an adverse effect on the Company’s<br />

operations and financial condition.<br />

RISKS RELATED TO THE STRUCTURE OF AMICA<br />

Change of Control<br />

Samir A. Manji, Chairman, President and CEO of <strong>Amica</strong>, beneficially owns or controls directly<br />

or indirectly approximately 15% of the common shares of <strong>Amica</strong>. Such concentration of<br />

ownership and control could have the effect of delaying, deterring or preventing a change of<br />

control of <strong>Amica</strong> that might otherwise be beneficial to its shareholders and may discourage<br />

acquisition bids for <strong>Amica</strong> or limit the amount certain investors may be willing to pay for the<br />

common shares of <strong>Amica</strong>.<br />

Dilution<br />

The authorized number of common shares of <strong>Amica</strong> is unlimited. <strong>Amica</strong> may issue additional<br />

common shares from time to time, and the interests of the holders of common shares may be<br />

diluted thereby.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 43


Dividends<br />

The amount of dividends paid by <strong>Amica</strong> will depend on numerous factors, including profitability,<br />

debt covenants and obligations, the availability and cost of acquisitions, fluctuations in working<br />

capital, the timing and amount of capital expenditures, applicable law and many factors beyond<br />

the control of <strong>Amica</strong>. Dividends are not guaranteed and will fluctuate with the Company’s<br />

performance. Nor can there be any assurance as to the amounts of dividends, if any, to be paid by<br />

<strong>Amica</strong>. The market value of <strong>Amica</strong>’s common shares may deteriorate if <strong>Amica</strong> is unable to pay<br />

dividends in accordance with its dividend policy in the future, and such deterioration may be<br />

material.<br />

Disclosure Controls and Internal Controls Over Financial Reporting<br />

<strong>Amica</strong>’s business could be adversely impacted if there are deficiencies in disclosure controls and<br />

procedures or internal controls over financial reporting.<br />

The design and effectiveness of <strong>Amica</strong>’s disclosure controls and procedures and internal controls<br />

over financial reporting may not prevent all errors, misstatements or misrepresentations. While<br />

management continues to review the effectiveness of the Company’s disclosure controls and<br />

procedures and internal controls over financial reporting, it cannot assure that <strong>Amica</strong>’s disclosure<br />

controls and procedures or internal control over financial reporting will be effective in<br />

accomplishing all control objectives all of the time. Deficiencies, particularly material<br />

weaknesses, in internal control over financial reporting which may occur in the future could result<br />

in misstatements of the Company’s results of operations, restatements of <strong>Amica</strong>’s financial<br />

statements, a decline in share price, or otherwise materially adversely affect <strong>Amica</strong>’s business,<br />

reputation, results of operation, financial condition or liquidity.<br />

Key Executives<br />

<strong>Amica</strong> is dependent on the services of key executives, including the Chairman, President and<br />

CEO and a small number of other highly skilled and experienced executives and personnel. The<br />

loss of technical knowledge, management expertise, and knowledge of operations of one or more<br />

members of the Company’s management could result in a diversion of management resources as<br />

the remaining members of management would need to cover the duties of any member of<br />

management who leaves the Company and would need to spend time to search for, hire and orient<br />

new members of the management team. The loss of some or all of the Company’s executives<br />

could negatively affect the Company’s ability to develop and execute its business strategy which<br />

could adversely affect the Company’s business and financial results. Additionally, <strong>Amica</strong>’s<br />

inability to attract and retain additional highly skilled employees may adversely affect its business<br />

and future operations.<br />

The Company maintains a keyman life insurance policy of $10 million on Mr. Samir A. Manji,<br />

Chairman, President and CEO of <strong>Amica</strong>.<br />

Conflicts of Interest<br />

Certain of the directors and officers of the Company are also directors, officers and/or<br />

shareholders of other real estate companies (none in independent or assisted living for seniors<br />

business). Such associations may give rise to conflicts of interest from time to time. The directors<br />

of the Company are required by law to act honestly and in good faith with a view to uphold the<br />

best interests of the Company and to disclose any interest that they may have in any project or<br />

opportunity of the Company. If a conflict of interest arises at a meeting of the Board, any director<br />

in a conflict must disclose his interest and abstain from voting on such matter. In determining<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 44


whether or not the Company will participate in any project or opportunity, the directors will<br />

primarily consider the degree of risk to which the Company may be exposed and its financial<br />

position at the time.<br />

DIVIDENDS AND DIVIDEND POLICY<br />

The declaration and payment of dividends on the Company’s common shares are at the discretion<br />

of the Board. The Company commenced payment of regular quarterly dividends in August 2006.<br />

The initial dividend of $0.05 per issued and outstanding common share was payable to<br />

shareholders in September 2006 to shareholders of record on August 31, 2006.<br />

The quarterly dividend was $0.05 per common share during Fiscal 2007, was increased to $0.06<br />

per common share starting in Fiscal 2008, increased to $0.07 per common share starting in the<br />

second quarter of Fiscal 2011 and further increased to $0.085 per common share in the third<br />

quarter of Fiscal 2011.<br />

The dividends per common share declared with respect to each quarter by <strong>Amica</strong>, during the<br />

three-year period ended May 31, 2011, are shown below:<br />

______________________________________________________________________________<br />

Amount Per Share Record Date Payment Date<br />

$0.06 August 29, 2008 September 15, 2008<br />

$0.06 November 28, 2008 December 15, 2008<br />

$0.06 February 27, 2009 March 15, 2009<br />

$0.06 May 29, 2009 June 15, 2009<br />

$0.06 August 31, 2009 September 15, 2009<br />

$0.06 November 30, 2009 December 15, 2009<br />

$0.06 February 26, 2010 March 15, 2010<br />

$0.06 May 31, 2010 June 15, 2010<br />

$0.06 August 31, 2010 September 15, 2010<br />

$0.07 November 30, 2010 December 15, 2010<br />

$0.085 February 28, 2011 March 15, 2011<br />

$0.085 May 31, 2011 June 15, 2011<br />

______________________________________________________________________________<br />

On August 12, 2011, the Company’s board of directors approved a quarterly dividend of $0.095<br />

per common share on all issued and outstanding common shares to be paid on September 15,<br />

2011, to shareholders of record on August 31, 2011.<br />

Payment of dividends is subject to the provisions of the CBCA, which prohibit a corporation from<br />

declaring or paying a dividend if there are reasonable grounds for believing that: (a) the<br />

corporation is, or would after the payment be, unable to pay its liabilities as they become due; or<br />

(b) the realizable value of the corporation’s assets would thereby be less than the aggregate of its<br />

liabilities and stated capital of all classes.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 45


DESCRIPTION OF CAPITAL STRUCTURE<br />

DESCRIPTION OF SHARE CAPITAL<br />

The authorized share capital of the Company consists of an unlimited number of common shares<br />

and an unlimited number of preferred shares, issuable in series. There are currently no preferred<br />

shares outstanding.<br />

Common Shares:<br />

The rights, privileges, restrictions and conditions attached to the common shares are as follows:<br />

1. The holders of common shares shall be entitled to receive notice of and to attend and vote at<br />

all meetings of shareholders of the Company except meetings of the holders of another class<br />

of shares. Each common share shall entitle the holder thereof to one vote.<br />

2. Subject to the preferences accorded to the holders of the preferred shares, the holders of<br />

common shares shall be entitled to receive such dividends as may be declared thereon by the<br />

Board from time to time.<br />

3. In the event of the liquidation, dissolution or winding up of the Company whether voluntary<br />

or involuntary, the holders of common shares shall be entitled to receive pro rata all the assets<br />

remaining for distribution after the payment to the holders of the preferred shares, in<br />

accordance with the preference on liquidation, dissolution or winding up accorded to the<br />

holders of the preferred shares.<br />

Preferred Shares:<br />

The preferred shares, as a class, have the following rights, privileges, restrictions and conditions:<br />

1. The Board may at any time and from time to time issue the preferred shares in one or more<br />

series, each series to consist of such number of shares as may, before the issuance thereof, be<br />

determined by the Board.<br />

2. The Board may (subject to as hereinafter provided) from time to time fix, before issuance, the<br />

designation, rights, privileges, restrictions and conditions attaching to each series of preferred<br />

shares including, without limiting the generality of the foregoing, the amount if any, specified<br />

as being payable preferentially to such series on a distribution of capital of the Company; the<br />

extent, if any, of further participation in a distribution of capital; voting rights, if any; and<br />

dividend rights (including whether such dividends be preferential, or cumulative or noncumulative),<br />

if any.<br />

3. In the event of the liquidation, dissolution or winding up of the Company, whether voluntary<br />

or involuntary, the holders of each series of preferred shares shall be entitled, in priority to<br />

the holders of common shares and any other shares of the Company ranking junior to the<br />

preferred shares on a distribution of capital, to be paid rateably with the holders of each other<br />

series of preferred shares the amount, if any, specified as being payable preferentially to the<br />

holders of such series on a distribution of capital of the Company.<br />

4. The holders of each series of preferred shares shall be entitled, in priority to the holders of<br />

common shares and any other shares of the Company ranking junior to the preferred shares<br />

with respect to the payment of cumulative dividends, to be paid rateably with the holder of<br />

each other series of preferred shares, the amount of cumulative dividends, if any, specified as<br />

being payable preferentially to the holders of such series.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 46


MARKET FOR SECURITIES<br />

The common shares are listed for trading on the TSX under the symbol ACC.<br />

The following table sets forth the reported high and low trading prices and volumes for the<br />

Company’s common shares for the Fiscal year ended May 31, 2011.<br />

Common Shares Trading Prices and Volumes<br />

June 2010 – May 2011<br />

Month<br />

Price Range<br />

High ($) Low ($) Volume<br />

June 2010<br />

July 2010<br />

August 2010<br />

September 2010<br />

October 2010<br />

November 2010<br />

December 2010<br />

January 2011<br />

February 2011<br />

March 2011<br />

April 2011<br />

May 2011<br />

5.70<br />

5.25<br />

5.90<br />

6.01<br />

7.35<br />

7.75<br />

7.20<br />

8.50<br />

9.00<br />

7.93<br />

8.14<br />

8.50<br />

5.14<br />

4.80<br />

5.31<br />

5.50<br />

5.80<br />

6.85<br />

6.63<br />

6.91<br />

7.75<br />

7.51<br />

7.50<br />

7.95<br />

57,887<br />

52,706<br />

46,144<br />

329,404<br />

276,680<br />

258,286<br />

155,509<br />

348,797<br />

480,513<br />

461,147<br />

332,197<br />

508,203<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 47


DIRECTORS, OFFICERS AND SENIOR MANAGEMENT<br />

The names, municipalities of residence and principal occupation of each of the directors,<br />

executive officers and senior management of <strong>Amica</strong> are set out below. The present term of office<br />

of each director of the Company will expire immediately prior to the election of directors at the<br />

annual meeting.<br />

Name, Position and Municipality<br />

of Residence<br />

SAMIR A. MANJI<br />

Chairman, President & CEO<br />

West Vancouver, British Columbia, Canada<br />

ARTHUR J. AYRES<br />

Chief Financial Officer & Corporate Secretary<br />

Maple Ridge, British Columbia, Canada<br />

COLIN R. HALLIWELL<br />

Chief Operating Officer<br />

Richmond, British Columbia, Canada<br />

ANDREA C. PECKHAM<br />

Vice President, Marketing and Communications<br />

Whitby, Ontario, Canada<br />

Principal Occupation and Five-Year Occupation<br />

History<br />

Chairman, President and Chief Executive Officer of<br />

<strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>. since November 2003.<br />

President and Chief Executive Officer of <strong>Amica</strong> since<br />

December 1996. Mr. Manji obtained his Bachelor of Arts<br />

and Masters Degree (Accounting) from the University of<br />

Waterloo in 1992 and is a Chartered Accountant.<br />

Chief Financial Officer and Corporate Secretary of <strong>Amica</strong><br />

since December 2009. Prior to joining <strong>Amica</strong>, Mr. Ayres<br />

held the position of Senior Vice President Finance, Chief<br />

Financial Officer and Corporate Secretary for MIGENIX<br />

<strong>Inc</strong>., a Canadian public biotech company. Mr. Ayres holds<br />

a Bachelor of Arts (Honors, Commerce and Computer<br />

Science) Degree from Simon Fraser University and is a<br />

Chartered Accountant.<br />

Chief Operating Officer of <strong>Amica</strong> since January 2000. Mr.<br />

Halliwell studied business at Kirkby College in the United<br />

Kingdom.<br />

Vice President, Marketing and Communications of <strong>Amica</strong><br />

since May 2010. Prior to joining <strong>Amica</strong>, Ms. Peckham<br />

held the position of Senior Manager, Brand Marketing<br />

with Aviva Canada from January 2009 to May 2010. Ms.<br />

Peckham worked as a Marketing Consultant from March<br />

2007 to December 2008. From January 2006 to March<br />

2007, Ms. Peckham held the position of Vice President,<br />

Marketing with Telmetrics <strong>Inc</strong>. and Director, Marketing<br />

for Telmetrics <strong>Inc</strong>. from January 2005 to December 2005.<br />

Ms. Peckham holds a MBA Degree from Queens<br />

University.<br />

Continued on the next page ><br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 48


CLAUDIA L. SALGADO<br />

Vice President, Design and Construction<br />

Mississauga, Ontario, Canada<br />

BRENDA A. ALLEN<br />

Vice President, Human Resources<br />

Vancouver, British Columbia, Canada<br />

ERICA FALCONER<br />

Vice President, Controller<br />

Vancouver, British Columbia, Canada<br />

LEONARD W. BARKIN<br />

Director<br />

Toronto, Ontario, Canada<br />

(1) (2)<br />

Vice President, Design and Construction of <strong>Amica</strong> since<br />

August 2006. Ms. Salgado joined <strong>Amica</strong> as Manager,<br />

New Developments and Special Projects in April 2005.<br />

Prior to joining <strong>Amica</strong>, Ms. Salgado held the position<br />

Senior Architectural Designer, with Arsenault Architect<br />

<strong>Inc</strong>. from 2004 to 2005. Ms. Salgado has a Bachelor of<br />

Architecture Professional Degree from Lawrence Institute<br />

of Technology and holds a post-graduate degree in design.<br />

As a Licensed Architect, Ms. Salgado is a member of the<br />

Ontario Association of Architects, a member of the Royal<br />

Architectural Institute of Canada and is a LEED<br />

Accredited Professional.<br />

Vice President, Human Resources of <strong>Amica</strong> since August<br />

2010. Prior to joining <strong>Amica</strong>, Ms. Allen held the position<br />

Manager, Training Department, with the British Columbia<br />

Maritime Employers Association. Ms. Allen held the<br />

position Director, Human Resources with Neucel<br />

Specialty Cellulose (Pulp Mill Operation) from 2006 to<br />

2008. Ms. Allen held the position Human Resources<br />

Manager with Island Timberlands (formerly<br />

Weyerhaeuser) from 1999 to 2006. Ms. Allen holds a<br />

Masters of Arts in Leadership and Training from Royal<br />

Roads University, is a certified Executive Coach, holds a<br />

diploma in Adult Education from Vancouver Community<br />

College and is a Certified Human Resources Professional.<br />

Vice President, Controller of <strong>Amica</strong> since December<br />

2009. Ms. Falconer joined <strong>Amica</strong> in October 2007 as<br />

Manager, Operational Accounting. Prior to joining <strong>Amica</strong>,<br />

Ms. Falconer held the position Payroll Supervisor,<br />

Projects and Process with the Vancouver School Board<br />

from 2006 to 2007. Ms. Falconer held the position<br />

Controller with Elrus Aggregate Systems from 2000-2006.<br />

Ms. Falconer is a Certified Management Accountant.<br />

President of NEXXT Development Corporation, a private<br />

residential and commercial real estate company, a position<br />

he has held since 1998. Mr. Barkin is a former Senior<br />

Partner of Deloitte & Touche Chartered Accountants,<br />

Toronto, Ontario, until he retired in 1998, and is a Fellow<br />

of The Institute of Chartered Accountants of Ontario. Mr.<br />

Barkin is, or has been, the president of a number of private<br />

companies and has sat on the boards of a number of notfor-profit<br />

organizations. As a member of the board of<br />

these organizations, Mr. Barkin has been on their<br />

executive committees and has served as treasurer and/or<br />

president.<br />

Continued on the next page ><br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 49


TERRY M. HOLLAND (1)<br />

Director<br />

Vancouver, British Columbia, Canada<br />

(2) (3)<br />

SALIM A. MANJI<br />

Director<br />

Toronto, Ontario, Canada<br />

(2) (3) (4)<br />

ANDREW L. OPPENHEIM, Q.C.<br />

Director<br />

Calgary, Alberta, Canada<br />

President and Chief Executive Officer of Vancouver based<br />

Krystal Financial Corp., which provides ongoing strategic<br />

and financial consulting services and capital to public and<br />

private businesses. Prior to Krystal Financial, Mr. Holland<br />

served as President and Chief Executive Officer of Trimin<br />

Capital Corp. (formerly Trimin Enterprises <strong>Inc</strong>.), a TSXlisted<br />

management company that held equity investments<br />

in a number of operating businesses; Vice President of<br />

Finance with the Equity Group of Companies which<br />

financed public companies involved in mining exploration<br />

in Canada; and Vice President, Finance of the Granisle<br />

Group of Companies which were involved in the<br />

acquisition, development, syndication, and management of<br />

commercial and multi-unit residential real estate. Mr.<br />

Holland is a Fellow of the Institute of Chartered<br />

Accountants of British Columbia and has a bachelor of<br />

commerce degree from the University of British<br />

Columbia. Mr. Holland also serves as a director of a<br />

number of private and public companies in a variety of<br />

industries.<br />

President of Barney River Investments Limited, a<br />

privately owned real estate investment and management<br />

company in Toronto, Ontario since 1997. Mr. Manji<br />

received his Bachelor of Commerce Degree from McGill<br />

University, and his Law Degree from the University of<br />

British Columbia and was admitted to the Law Society of<br />

Upper Canada in 1994. Mr. Manji oversees investments<br />

in real estate, including apartment buildings, hotels and<br />

condominium developments. Mr. Manji is the brother of<br />

Samir Manji, the Chairman, President & CEO of the<br />

Company.<br />

Partner in Gowling Lafleur Henderson LLP, Barristers and<br />

Solicitors. Mr. Oppenheim is a senior member of the<br />

firm’s Business Law group, managing partner of the<br />

firm’s London office, and a member of the firm’s Board.<br />

He served as the Calgary office managing partner from<br />

January 2002 to December 2006 and a senator of the<br />

University of Calgary until May 2010. Mr. Oppenheim<br />

received his Bachelor of Commerce from the University<br />

of Witwatersrand, Johannesburg, South Africa in 1974<br />

and an LLB from the University of Calgary in 1981. He is<br />

a graduate of the Institute of Corporate Directors,<br />

Directors Education Program, and is an Institute Certified<br />

Director, ICD-D (2008).<br />

Continued on the next page ><br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 50


(1) (5)<br />

MIKE SHAIKH<br />

Director<br />

Calgary, Alberta, Canada<br />

CHARLES W. VAN DER LEE (3)<br />

Director<br />

White Rock, British Columbia, Canada<br />

Notes:<br />

Mr. Shaikh is an independent businessman with extensive<br />

experience in finance, oil and gas operations and mergers<br />

and acquisitions. Mr. Shaikh is a Fellow of the Canadian<br />

Institute of Chartered Accountants. Mr. Shaikh graduated<br />

from the University of Calgary (Faculty of Management)<br />

in 1977. Mr. Shaikh is currently the Vice Chair of<br />

Education Matters, a Calgary Public School Board<br />

Trustee, a Board member of the Canadian Association of<br />

Police Boards, the Chartered Accountants' Education<br />

Foundation, the Canadian Air Transport Security<br />

Authority and is also Honorary Investment Counsellor for<br />

the Government of Pakistan. Mr. Shaikh is the Chair of<br />

the Calgary Police Commission and currently also serves<br />

as a member of the board of Provident Energy Ltd., Pace<br />

Oil and Gas Ltd., Charger Energy Corp. and Hawk<br />

Exploration Ltd.<br />

Owner and President & CEO of Ananda Holdings Ltd., a<br />

private company with the Master Franchise Rights for<br />

Papa Murphy’s Take ‘N Bake Pizza in Canada. Ananda<br />

currently has 18 stores in operation.<br />

From May 1990 to September 2009, Mr. van der Lee<br />

served as President & CEO of Rogers Retail, Richmond,<br />

British Columbia. During Mr. van der Lee’s tenure with<br />

Rogers he was responsible for expanding the company’s<br />

network of company stores from 33 to over 400 locations.<br />

Mr. van der Lee has been in multi-unit retailing in Canada<br />

for the past 36 years and has extensive experience in store<br />

operations, real estate and store development, marketing<br />

and strategic planning. Mr. van der Lee graduated with a<br />

Bachelor of Commerce Degree in Business<br />

Administration from the University of Alberta in 1975.<br />

(1) Member of the Audit Committee. Mr. Holland chairs the Audit Committee. For further details on the Audit Committee,<br />

please refer to the section entitled “Audit Committee”.<br />

(2) Member of the Investment Committee. Mr. Barkin chairs the Investment Committee.<br />

(3) Member of the Compensation and Corporate Governance Committee. Mr. van der Lee chairs the Compensation and<br />

Corporate Governance Committee.<br />

(4) Lead Director of the Board, Mr. Andrew L. Oppenheim is a director of Psinaptic <strong>Inc</strong>. (“Psinaptic”), a company that is listed<br />

on the TSX Venture Exchange. On February 3, 2010, while Mr. Oppenheim was a director of Psinaptic, the Alberta<br />

Securities Commission issued a cease trade order against Psinaptic for failure to file financial statements. The cease trade<br />

order remains in effect.<br />

(5) Mr. Shaikh was a director of Mystique Energy <strong>Inc</strong>. ("Mystique") from November 11, 2004 until his resignation on April 24,<br />

2007. On April 25, 2007 the Court of Queen's Bench of Alberta (the "Court") granted an initial order to Mystique for<br />

creditor protection under the Companies' Creditors Arrangement Act ("CCAA"). The initial order grants CCAA protection<br />

for an initial period of 30 days, expiring May 24, 2007, to be extended thereafter as the Court deems appropriate. The<br />

CCAA proceedings have been completed and Mystique has settled with its creditors.<br />

Messrs. Samir A. Manji and Andrew L. Oppenheim have been directors of the Company since its<br />

incorporation in 1996. Mr. Leonard W. Barkin was appointed a director in June 1998. Mr. Salim<br />

A. Manji was appointed a director in November 2003. Mr. Charles W. van der Lee was appointed<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 51


a director in November 2004. Mr. Holland was appointed a director in December 2010. Mr.<br />

Shaikh was appointed a director in July 2011. Each director holds office until the next annual<br />

meeting of the shareholders of the Company, or until his successor is duly elected or appointed.<br />

As of the date hereof, the directors and officers of <strong>Amica</strong>, as a group, beneficially owned or<br />

controlled or directed, directly or indirectly 5,296,581 common shares constituting approximately<br />

23.48% of the issued and outstanding common shares of <strong>Amica</strong>.<br />

CEASE TRADE ORDERS, BANKRUPTCIES, PENALTIES OR SANCTIONS<br />

To the best of the knowledge of management of <strong>Amica</strong>, except as otherwise disclosed in this AIF,<br />

no person who is a director or executive officer of <strong>Amica</strong>:<br />

a. is, as at the date of the AIF, or has been, within 10 years before the date of this AIF, a<br />

director, chief executive officer or chief financial officer of any company (including<br />

<strong>Amica</strong>) that,<br />

i. was subject to an order (as defined below) that was issued while that person was<br />

acting in the capacity as director, chief executive officer or chief financial<br />

officer; or<br />

ii. was subject to an order that was issued after that person eased to be a director,<br />

chief executive officer or chief financial officer and which resulted from an event<br />

that occurred while that person was acting in the capacity as director, chief<br />

executive officer or chief financial officer; or<br />

b. is, as at the date of this AIF, or has been within 10 years before the date of this AIF, a<br />

director or executive officer of any company (including <strong>Amica</strong>) that, while that person<br />

was acting in that capacity, or within a year of that person ceasing to act in that capacity,<br />

became bankrupt, made a proposal under any legislation relating to bankruptcy or<br />

insolvency or was subject to or instituted any proceedings, arrangements or compromise<br />

with creditors or had a receiver, receiver manager or trustee appointed to hold its assets;<br />

or<br />

c. has, within the 10 years before the date of their AIF, become bankrupt, made a proposal<br />

under any legislation relating to bankruptcy or insolvency, or become subject to or<br />

instituted any proceedings, arrangement or compromise with creditors, or has a receiver,<br />

receiver manager or trustee appointed to hold the assets of that person.<br />

For the purposes of (a) above, “order” means”<br />

a. a cease trade order;<br />

b. an order similar to a cease trade order; or<br />

c. an order that denied the relevant company access to any exemption under securities<br />

legislation,<br />

that was in effect for a period of more than 30 consecutive days.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 52


CONFLICTS OF INTEREST<br />

Certain of the directors and officers of the Company are also directors and/or officers and/or<br />

shareholders of other real estate companies and directly or indirectly as co-tenancy investors own<br />

interests in certain <strong>Amica</strong> properties. Such associations may give rise to conflicts of interest from<br />

time to time. The directors of the Company are required by law to act honestly and in good faith<br />

with a view to uphold the best interests of the Company and to disclose any interest that they may<br />

have in any project or opportunity of the Company. If a conflict of interest arises at a meeting of<br />

the Board, any director in a conflict must disclose his interest and abstain from voting on such<br />

matter. In determining whether or not the Company will participate in any project or opportunity,<br />

the directors will primarily consider the degree of risk to which the Company may be exposed<br />

and its financial position at the time.<br />

PROMOTERS<br />

No person or company has been, within the two most recently completed financial years, or<br />

during the current fiscal year, a promoter of the Company.<br />

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS<br />

Other than described below, there were no material interests, direct or indirect, of directors or<br />

executive officers of <strong>Amica</strong>, any holder of common shares who beneficially owns, or controls or<br />

directs, directly or indirectly, more than 10% of the outstanding common shares, or any known<br />

associate or affiliate of such persons, in any transaction within the three most recently completed<br />

financial years or during the current financial year which has materially affected or is reasonably<br />

expected to materially affect <strong>Amica</strong>.<br />

A material change report was filed on April 8, 2011 with respect to the completion of the<br />

Corporation acquiring an additional 51.5% ownership interest in <strong>Amica</strong> at Bayview. A company<br />

controlled by two of the Corporation’s directors received $1,800,000 cash proceeds for selling its<br />

12% interest in <strong>Amica</strong> at Bayview to the Corporation with such sale being on the same terms as<br />

the other co-tenants selling their <strong>Amica</strong> at Bayview interests to the Corporation.<br />

<strong>Information</strong> regarding related party transactions may be found in the Corporation’s annual<br />

management’s discussion and analysis for the years ended May 31, 2011, May 31, 2010 and May<br />

31, 2009, which may be obtained, without charge, on SEDAR at www.sedar.com, on the<br />

Corporation’s website at www.amica.ca, or upon written request to Arthur Ayres, Secretary of the<br />

Corporation, at <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>., 10 th Floor, 1111 Melville Street, Vancouver, B.C.,<br />

V6E 3V6, Facsimile: (604) 608-6717 or Email: mail@amica.ca.<br />

LEGAL PROCEEDINGS<br />

LEGAL PROCEEDINGS AND REGULATORY ACTIONS<br />

The Company is subject to routine litigation incidental to its business, the outcome of which it<br />

does not anticipate will have a material adverse effect on its business or financial condition. The<br />

Company is not aware of any material legal proceedings to which it is a party or to which its<br />

properties are subject, nor is it aware of any such proceedings are contemplated. See “Risk<br />

Factors – Risks Related to <strong>Amica</strong> and the Industry – Litigation and Other Disputes May<br />

Adversely Affect the Company’s Assets and Share Price” in this AIF.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 53


REGULATORY ACTIONS<br />

During the financial year ended May 31, 2011, (a) no penalties or sanctions were imposed against<br />

the Company by a court or regulatory body, and (b) no settlement agreements were entered into<br />

by the Company before a court relating to securities legislation or with a securities regulatory<br />

authority.<br />

TRANSFER AGENTS AND REGISTRARS<br />

The registrar and transfer agent for the Company’s common shares and preferred shares is<br />

Computershare Investor Services <strong>Inc</strong>., 3 rd Floor, 510 Burrard Street, Vancouver, British<br />

Columbia, V6C 3B9.<br />

MATERIAL CONTRACTS<br />

<strong>Amica</strong> entered into an underwriting agreement in February 2011 with respect to a bought deal<br />

equity financing. The underwriting agreement was filed on SEDAR on February 18, 2011.<br />

The Company has not entered into any other material contracts not in the ordinary course of<br />

business within the three most recently completed financial years, or during the current fiscal<br />

year.<br />

INTERESTS OF EXPERTS<br />

KPMG LLP, Chartered Accountants (“KPMG”), the auditors of <strong>Amica</strong>, are named as having<br />

prepared or certified a statement, report, or valuation described or included in a filing made by<br />

<strong>Amica</strong> under National Instrument 51-102 during, or relating to, <strong>Amica</strong>’s most recently completed<br />

financial year. KPMG is independent of the Company in accordance with the auditor’s rules of<br />

professional conduct in Canada.<br />

ADDITIONAL INFORMATION<br />

Additional financial information is provided in the Company's financial statements and MD&A<br />

for the year ended May 31, 2011, which have been filed on SEDAR and are available for viewing<br />

at www.sedar.com or on the Company’s website at www.amica.ca.<br />

The Company's Management <strong>Information</strong> Circular (the "Circular") for its annual general meeting<br />

being held on September 27, 2011 containing information on directors’ and officers’<br />

remuneration and indebtedness, principal holders of <strong>Amica</strong>'s securities, and securities authorized<br />

for issuance under <strong>Amica</strong>’s equity compensation plans, and the Company’s 2011 annual report<br />

will also be available on SEDAR and the Company’s website when completed.<br />

All of the above-referenced may be obtained upon request from the Secretary of the Company.<br />

Additional information may also be found at www.sedar.com.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 54


AUDIT COMMITTEE<br />

AUDIT COMMITTEE CHARTER AND PRE-APPROVAL POLICIES AND PROCEDURES<br />

A copy of the charter of the Audit Committee is attached as Appendix “A” to this AIF.<br />

In 2004, the Audit Committee established certain pre-approval policies and procedures (the<br />

"Policies") that prohibit the Corporation from engaging the Corporation's auditor, KPMG, from<br />

carrying out certain non-audit services that are deemed inconsistent with an auditor's<br />

independence. The Policies also list certain audit, audit related, tax and other non-audit services<br />

that are recurring or otherwise reasonably expected to be provided, which the Audit Committee<br />

has already pre-approved. The pre-approval policies and procedures were further amended on<br />

September 17, 2009. Any additional services which are not prohibited and not included on the list<br />

must be specifically considered and pre-approved by: the Chief Financial Officer if the aggregate<br />

fees are estimated to be no more than $10,000, the chair of the Audit Committee if the aggregate<br />

fees are estimated to be no more than $25,000, or by the full Audit Committee if the aggregate<br />

fees are estimated to be greater than $25,000, before KPMG can be engaged to perform the<br />

services.<br />

AUDIT COMMITTEE COMPOSITION<br />

The current members of the Audit Committee are Terry M. Holland (Chair), Leonard W. Barkin,<br />

and Mike Shaikh. Each member of the Audit Committee is independent and financially literate<br />

within the meaning of National Instrument 52-110 – “Audit Committees”. The following lists the<br />

relevant education and experience of the members of <strong>Amica</strong>’s Audit Committee that is relevant to<br />

his role on the committee.<br />

Mr. Terry Holland chairs the Audit Committee. He is a Fellow of the Institute of Chartered<br />

Accountants of British Columbia and has a Bachelor of Commerce from the University of British<br />

Columbia. Mr. Holland has been a member of the Audit Committee since December 2010.<br />

Mr. Leonard W. Barkin has a Bachelor of Commerce from the University of Toronto and is a<br />

Fellow of the Institute of Chartered Accountants of Ontario. Leonard W. Barkin has been a<br />

member of the Audit Committee since 1998.<br />

Mr. Mike Shaikh has a Bachelor of Commerce from the University of Calgary and is a Fellow of<br />

the Institute of Chartered Accountants of Alberta. Mr. Shaikh has been a member of the Audit<br />

Committee since July 2011.<br />

EXTERNAL AUDITOR SERVICE FEES<br />

The fees paid by the Corporation to KMPG, the Company’s auditors, during each of the last two<br />

(2) fiscal years for audit, audit-related, tax and non-audit services were as follows:<br />

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Financial Years Ended May 31 2011 2010<br />

$ $<br />

Audit Fees 213,200 167,250<br />

Audit Related Fees (1) 40,772 -<br />

Total Audit and Audit Related Fees 253,972 167,250<br />

Tax Fees (2) 137,074 106,700<br />

All Other Fees (3)<br />

70,750 59,500<br />

Total Fees (4) 461,796 333,450<br />

(1) “Audit Related Fees” are for audit work related to the Company’s opening IFRS balance sheet.<br />

(2) “Tax Fees” are for tax compliance including federal, capital, provincial and future income tax, and the wind-up of a trust and<br />

limited partnerships.<br />

(3) “All Other Fees” are for work related to the Company’s bought deal financings and assistance and review related to the<br />

Company’s implementation of International Financial Reporting Standards.<br />

(4) Excludes work and fees charged to less than 50% owned co-tenancies.<br />

In addition, KPMG provides audit and tax services to co-tenancies which are managed by the<br />

Company, all of which are non-public and in which <strong>Amica</strong> has ownership interests.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 56


APPENDIX “A”<br />

AUDIT COMMITTEE TERMS OF REFERENCE<br />

(Adopted by the Board of Directors on September 22, 2004, revised by the Board of Directors on<br />

August 5, 2009; revised by the Board of Directors on August 10, 2010; revised by the Board of<br />

Directors on August 12, 2011)<br />

A. Purpose:<br />

The overall purpose of the Audit Committee (the "Committee") of <strong>Amica</strong> <strong>Mature</strong> <strong>Lifestyles</strong> <strong>Inc</strong>.<br />

(the "Corporation") is to ensure that the Corporation's management has designed and<br />

implemented an effective system of internal financial controls, to review and report on the<br />

integrity of the consolidated financial statements of the Corporation, to review the Corporation's<br />

compliance with regulatory and statutory requirements as they relate to financial statements and<br />

taxation matters, and to review the Corporation's insurance coverage and financial risk<br />

management controls procedures.<br />

B. Composition, Procedures and Organization:<br />

1. The Committee shall consist of not less than three members of the Board of Directors<br />

(the "Board"), all of whom shall be independent (as such term is defined in National<br />

Instrument 52-110 – Audit Committees (“NI 52-110”)), financially literate (as such term<br />

is defined in NI 52-110) and unrelated. An unrelated director is a director who is<br />

independent of management and is free from any interest, any business or other<br />

relationship which, in the view of the Board, could, or could reasonably be perceived, to<br />

materially interfere with the director’s ability to act with a view to the best interest of the<br />

Corporation. At least 50% of the members must be resident Canadians.<br />

2. The Board, at its organizational meeting held in conjunction with each annual general<br />

meeting of the shareholders, shall appoint the members of the Committee and its chair for<br />

the ensuing year. The Board may at any time remove or replace any member of the<br />

Committee and may fill any vacancy in the Committee.<br />

3. If the chair of the Committee is not present at any meeting of the Committee, an acting<br />

chair for the meeting shall be chosen by majority vote of the Committee from among the<br />

members present.<br />

4. The chair of the Committee shall appoint a secretary of the Committee, unless otherwise<br />

determined by majority vote of the Committee. In the absence of the secretary, any other<br />

person designated by the chair of the Committee shall serve as acting secretary for the<br />

meeting. The secretary of the Committee shall compile minutes of each meeting of the<br />

Committee.<br />

5. The quorum for meetings shall be a majority of the members of the Committee, present in<br />

person or by telephone or other communication device that permits all persons<br />

participating in the meeting to speak and to hear each other.<br />

6. The Committee shall have access to such officers and employees of the Corporation and<br />

to the Corporation's external auditors, and to such information respecting the Corporation<br />

as it considers to be necessary or advisable in order to perform its duties and<br />

responsibilities.<br />

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7. To the extent permitted by applicable laws, the Committee may form and delegate<br />

authority to subcommittees when appropriate.<br />

8. Except as otherwise provided in the Corporation’s by-laws, this Charter or by the Board,<br />

the Committee shall regulate its own procedure at meetings.<br />

9. Meetings of the Committee shall be conducted as follows:<br />

(a) the Committee shall meet at least four times annually at such times and at such<br />

locations as may be requested by the chair of the Committee. The Committee<br />

shall deal with financial risk management on at least one of such meetings each<br />

year. The external auditors or any member of the Committee may request a<br />

meeting of the Committee;<br />

(b) the external auditors shall receive notice of and have the right to attend all<br />

meetings of the Committee; and<br />

(c) the following management representatives shall be invited to attend all meetings,<br />

except executive sessions and private sessions with the external auditors:<br />

Chief Financial Officer, Chief Executive Officer; and<br />

Other management representatives as necessary.<br />

10. The external auditors shall have a direct line of communication to the Committee through<br />

its chair. The external auditors shall report directly to the Committee. The Committee,<br />

through its chair, may contact directly any employee in the Corporation as it deems<br />

necessary, and any employee may bring before the Committee any matter involving<br />

questionable, illegal or improper financial practices or transactions.<br />

11. The Committee shall have the authority to:<br />

(a) inspect any and all of the books and records of the Corporation, its subsidiaries and<br />

affiliates;<br />

(b) discuss with management of the Corporation, its subsidiaries and affiliates, senior<br />

staff of the Corporation, any affected party and the external auditors, such<br />

accounts, records and other matters as any member of the Committee considers<br />

necessary and appropriate;<br />

(c) engage independent counsel and other advisors as it determines necessary to<br />

carry out its duties; and<br />

(d) set and pay the compensation for any advisors employed by the Committee.<br />

12. The Committee shall conduct an annual review and assessment of its performance,<br />

including compliance with this Charter and its role, duties and responsibilities, and<br />

submit such report to Board for consideration and recommendations.<br />

C. Roles and Responsibilities:<br />

1. The overall duties and responsibilities of the Committee shall be as follows:<br />

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(a) to assist the Board in the discharge of its responsibilities relating to the<br />

Corporation's accounting principles, reporting practices and internal controls and<br />

its approval of the Corporation's annual and quarterly financial statements;<br />

(b) to establish and maintain a direct line of communication with the Corporation's<br />

external auditors and assess their performance;<br />

(c) to ensure that the management of the Corporation has designed, implemented and<br />

is maintaining an effective system of internal controls;<br />

(d) to ensure that the management of the Corporation has designed, implemented and<br />

is maintaining an effective system of financial risk management; and<br />

(e) to report regularly to the Board on the fulfilment of its duties and responsibilities.<br />

2. The duties and responsibilities of the Committee as they relate to the external auditors<br />

shall be as follows:<br />

(a) to recommend to the Board a firm of external auditors to be engaged by the<br />

Corporation;<br />

(b) to review and approve the fee, scope and timing of the audit and other related<br />

services rendered by the external auditors;<br />

(c) to review and pre-approve fees and scope of all non-audit related services to be<br />

rendered by the external auditors;<br />

(d) review the audit plan of the external auditors prior to the commencement of the<br />

audit;<br />

(e) to review with the external auditors, upon completion of their audit:<br />

i) contents of their report;<br />

ii) scope and quality of the audit work performed;<br />

iii) adequacy of the Corporation's financial and auditing personnel;<br />

iv) co-operation received from the Corporation's personnel during the audit;<br />

v) internal resources used;<br />

vi) significant transactions outside of the normal business of the<br />

Corporation;<br />

vii) significant proposed adjustments and recommendations for improving<br />

internal accounting controls, accounting principles or management<br />

systems; and<br />

viii) the non-audit services provided by the external auditors.<br />

3. The duties and responsibilities of the Committee as they relate to the internal control<br />

procedures and risk management of the Corporation are to:<br />

(a) review the appropriateness and effectiveness of the Corporation's policies and<br />

business practices which impact on the financial integrity of the Corporation,<br />

including those relating to internal auditing, insurance, accounting, information<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 59


services and systems and financial controls, management reporting and financial<br />

risk management;<br />

(b) review compliance under the Corporation's business conduct policy and to<br />

periodically review this policy and recommend to the Board changes which the<br />

Committee may deem appropriate;<br />

(c) review any unresolved issues between management and the external auditors that<br />

could affect the financial reporting or internal controls of the Corporation; and<br />

(d) periodically review the Corporation's financial and auditing procedures and the<br />

extent to which recommendations made by staff or by the external auditors have<br />

been implemented.<br />

4. The Committee is also charged with the responsibility to:<br />

(a) review the Corporation's quarterly statements of earnings, including the impact of<br />

unusual items and changes in accounting principles and estimates and report to<br />

the Board with respect thereto;<br />

(b) review and approve the financial sections of:<br />

i) the annual report to shareholders;<br />

ii) management’s discussion and analysis;<br />

iii) the annual information form;<br />

iv) management information circular;<br />

v) news releases;<br />

vi) prospectuses; and<br />

vii) other public reports requiring approval by the Board,<br />

and report to the Board with respect thereto;<br />

(c) review regulatory filings and decisions as they relate to the Corporation's<br />

consolidated financial statements;<br />

(d) review the appropriateness of the policies and procedures used in the preparation<br />

of the Corporation's consolidated financial statements and other required<br />

disclosure documents, and consider recommendations for any material change to<br />

such policies;<br />

(e) review the minutes of any audit committee meeting of subsidiary companies;<br />

(f) review with management, the external auditors and if necessary with legal<br />

counsel, any litigation, claim or other contingency, including tax assessments that<br />

could have a material affect upon the financial position or operating results of the<br />

Corporation and the manner in which such matters have been disclosed in the<br />

consolidated financial statements;<br />

(g) develop a calendar of activities to be undertaken by the Committee for each<br />

ensuing year and to submit the calendar in the appropriate format to the Board<br />

following each annual general meeting of shareholders;<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 60


(h) establish and maintain procedures for:<br />

i) the receipt, retention and treatment of complaints received by the<br />

Corporation regarding accounting controls, or auditing matters; and<br />

ii) the confidential, anonymous submission by employees of the<br />

Corporation on concerns regarding questionable accounting or auditing<br />

matters.<br />

(i) review and approve the Corporation’s hiring policies regarding employees and<br />

former employees of the present and former external auditors or auditing matters;<br />

(j) in contributing to the Committee’s discharging of its duties under this Charter,<br />

each member shall be entitled to rely in good faith upon:<br />

i) accounting information of the Corporation represented to him or her by<br />

an officer of the Corporation or in a written report of the auditors; and<br />

ii) any report of a lawyer, accountant, engineer, appraiser or other person<br />

whose profession lends credibility to a statement made by any such<br />

person;<br />

(k) in contributing to the Committee’s discharging of its duties under this Charter,<br />

each member shall be obliged only to exercise the care, diligence and skill that a<br />

reasonably prudent person would exercise in comparable circumstance. Nothing<br />

in this Charter is intended, or may be construed, to impose on any member a<br />

standard of care or diligence that is in any way more onerous or extensive than<br />

the standard to which all Board members are subject. The essence of the<br />

Committee’s duties is to gain reasonable assurance (but not to ensure) that the<br />

Corporation’s business activities are being conducted effectively and that the<br />

financial reporting objectives are being met and to enable the Committee to<br />

report thereon to the Board.<br />

D. <strong>Annual</strong> Review and Assessment<br />

The Committee shall conduct an annual review and assessment of its performance, including<br />

compliance with this Charter and its roles, duties and responsibilities, and submit such report to<br />

the Compensation and Corporate Governance Committee for consideration and<br />

recommendations.<br />

<strong>Annual</strong> <strong>Information</strong> <strong>Form</strong> 2011 61

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