<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
( X ) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2000
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to _________________
Commission file number
333-77229
T REIT, Inc.
------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C>
Virginia 52-2140299
-------- ----------
(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
1557 N. Tustin Avenue, Suite 650 (877) 888-7348
-------------------------------- --------------
Santa Clara, California 92705 (Registrant's telephone number,
------------------------------ including area code)
(Address of principal executive offices)
</TABLE>
N/A
---
(Former name)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
As of November 9, 2000, there were 563,266 shares of common stock of
T REIT, Inc. outstanding.
<PAGE>
T REIT, Inc.
Form 10-Q
For the quarterly period ended September 30, 2000
INDEX
Page
----
Part I Financial Information
Item 1. Financial Statements..............................................3
Consolidated Balance Sheets as of September 30, 2000 and
December 31, 1999................................................4
Consolidated Statements of Operations for the nine months
ended September 30, 2000 and for the three months ended
September 30, 2000..............................................5
Consolidated Statement of Shareholders' Equity for the nine
months ended September 30, 2000..................................6
Consolidated Statement of Cash Flows for the nine months
ended September 30, 2000........................................7
Notes to the Consolidated Financial Statements.......................8
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations...............................................11
Item 3. Qualitative and Quantitative Disclosure about Market Risks.......16
Part II Other Information
Item 1. Legal Proceedings................................................17
Item 2. Changes in Securities............................................17
Item 3. Defaults upon Senior Securities..................................17
Item 4. Submission of Matters to a Vote of Security Holders..............17
Item 5. Other Information................................................17
Item 6. Exhibits and Reports on Form 8-K.................................17
Signatures...............................................................18
2
<PAGE>
Part I - Financial Information
Item 1. Financial Statements.
The Consolidated Financial Statements of the Company required to be filed with
this Form 10-Q Quarterly Report were prepared by management and commence on the
following page, together with the related Notes. In the opinion of management,
these Consolidated Financial Statements present fairly the financial condition
of the Company, but should be read in conjunction wit the Consolidated Financial
Statements of the Company for the year ended December 31, 1999 previously filed
with the Securities and Exchange Commission.
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3
<PAGE>
T REIT, INC.
CONSOLIDATED BALANCE SHEETS
September 30, 2000 and December 31, 1999
<TABLE>
<CAPTION>
September 30, December 31,
2000 1999
(Unaudited)
--------------------- -------------------
ASSETS
<S> <C> <C>
Real Estate Operating Properties:
Land $ 125,193 $ -
Buildings and Improvements 1,126,735 -
--------------------- -------------------
1,251,928 -
Less accumulated depreciation (100) -
--------------------- -------------------
1,251,828 -
Cash and Cash Equivalents 2,313,808 100
Real Estate Deposits 267,017 -
--------------------- -------------------
$ 3,832,653 $100
===================== ===================
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable and accrued liabilities $ 142,682 $ -
Note payable 750,000 -
--------------------- -------------------
$ 892,682 -
Shareholders' equity:
Common stock, $.01 par value; 10,000,000 shares authorized;
384,006 and 100 shares issued and outstanding at September
30, 2000 and December 31, 1999, respectively 3,841 1
Additional paid-in capital 2,976,745 99
Accumulated deficit (40,615) -
--------------------- -------------------
2,939,971 100
--------------------- -------------------
$ 3,832,653 $ 100
===================== ===================
</TABLE>
The accompanying notes are an integral part of these financial statements.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK]
4
<PAGE>
T REIT, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the nine months ended September 30, 2000 and
For the three months ended September 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended Three Months Ended
September 30, 2000 September 30, 2000
------------------ ------------------
<S> <C> <C>
Revenues
Rental Income $ 3,333 $ 3,333
Interest Income 16,914 11,251
-------- --------
20,247 14,584
-------- --------
Expenses
Organizational 29,888 -
General and administrative 8,100 7,000
Interest 22,874 19,704
-------- --------
60,862 26,704
Net loss $(40,615) $(12,120)
======== ========
Basic and diluted loss per share $ (.40) $ (.05)
======== ========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
T-REIT, INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
for the nine months ended September 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Additional
Number of Par Paid-in Accumulated
shares Value Capital Deficit Total
--------------- -------------- -------------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
BALANCE - December 31, 1999 10 $ 1 $ 99 $ - $ 100
Issuance of common stock 384,006 3,841 3,006,411 - 3,010,252
Redemption of common stock (10) (1) (99) - (100)
Distributions - - (29,666) - (29,666)
Net loss - - - (40,615) (40,615)
--------------- -------------- -------------- ------------- ---------------
BALANCE - September 30,
2000 (unaudited) 384,006 $ 3,841 $ 2,976,745 $ (40,615) $ 2,939,971
=============== ============== ============== ============= ===============
</TABLE>
The accompanying notes are an integral part of these financial statements.
6
<PAGE>
T REIT, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
for the nine months ended September 30, 2000
(unaudited)
<TABLE>
<CAPTION>
Nine Months Ended
September 30, 2000
------------------
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (40,615)
Adjustments to reconcile net income to net cash provided by
operating activities
Depreciation 100
Changes in liabilities
Increase in accounts payable and accrued liabilities 142,682
-----------
Net cash provided by operating activities 102,167
-----------
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Real Estate Operating Properties (1,251,928)
Real Estate Deposits (267,017)
-----------
Net cash used in investing activities (1,518,945)
-----------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds of note payable 750,000
Net proceeds of issuance of common stock 3,010,152
Distributions (29,666)
-----------
Net cash provided by financing activities 3,730,486
Net increase in cash and cash equivalents 2,313,708
Cash and cash equivalents, beginning of period 100
-----------
Cash and cash equivalents, end of period $ 2,313,808
===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
7
<PAGE>
T REIT, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Period Ended September 30, 2000
1. Description of Business
T REIT, Inc. (the "Company") was formed in December, 1998 in the Commonwealth of
Virginia and intends to qualify as a Real Estate Investment Trust for federal
income tax purposes. The Company's plans are to acquire existing office,
industrial, retail and service properties located in several states through its
operating partnership, T REIT, L.P. The Company owns 100% of the ownership
interests of T REIT, L.P. and there are no related minority interests.
The Company is externally advised by Triple Net Properties, LLC (the "Advisor"),
which is primarily responsible for managing the day-to-day operations and assets
of the Company. The Advisory Agreement dated February 22, 2000, between the
Company and the Advisor is for a one year term, subject to successive renewals.
2. Interim Financial Data
The financial statements include the accounts of the Company and T REIT, L.P.;
accordingly, all material intercompany account balances have been eliminated
upon consolidation. The information furnished has been prepared in accordance
with generally accepted accounting principles for interim financial reporting
and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly,
certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted. In the opinion of management, all adjustments
considered necessary for the fair presentation of the Company's financial
position, results of operations and cash flows have been included and are of a
normal recurring nature. No financial statements for the corresponding periods
in 1999 have been presented since the Company did not commence operations until
2000.
These financial statements should be read in conjunction with the Company's
registration statement on Form S-11.
3. Real Estate Operating Properties
On September 26, 2000, the Company acquired the Christie Street Office
Building, a 17,141 square foot Class C office building in Lufkin, Texas. The
total purchase price of $1, 250,000 consists of cash and a note payable to the
seller in the amounts of $500,000 and $750,000, respectively. The seller is not
affiliated with the Company or the Advisor.
8
<PAGE>
As of September 30, 2000, the Company has escrow and financing deposits in
the amount of $267,017 for four additional proposed property acquisitions.
Subsequent to September 30, 2000, the Company purchased the Northstar
Crossing Shopping Center, a shopping center in Garland, Texas containing 67,560
rentable square feet. The total purchase price of $3,930,000 consists of cash
and a note payable to an affiliate of the seller in the amounts of $1,235,000
and $2,695,000, respectively. The seller is not affiliated with the Company or
the Advisor.
Real estate operating properties are held for investment and carried at
cost less accumulated depreciation. Cost includes the cost of land and
completed buildings and related improvements. Expenditures that increase the
service life of properties are capitalized; the cost of maintenance and repairs
is charged to expense as incurred. Depreciation is generally provided on a
straight-line basis over the estimated useful lives of the buildings and
improvements, ranging primarily from 15 to 40 years. When depreciable property
is retired or disposed of, the related costs and accumulated depreciation are
removed from the accounts and any gain or loss reflected in operations.
Impairment losses are recorded on long-lived assets used in operations when
indicators of impairment are present and the assets' carrying amount is greater
than the sum of the future undiscounted cash flows, excluding interest,
estimated to be generated by those assets. As of September 30, 2000, no
indicators of impairment existed and no impairment losses have been recorded.
4. Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments with a
maturity of three months or less when purchased.
5. Stock Offering Costs
Pursuant to a registration statement on Form S-11 filed with the Securities
and Exchange Commission under the Securities Act of 1933, the Company is
offering for sale up to 10,000,000 shares of its Common Stock (the "Shares") at
an offering price $10 per share. The registration statement was declared
effective February 22, 2000. The offering of Shares will terminate on the
earlier of February 22, 2002 or the date on which the maximum offering of Shares
has been sold.
The Company is offering the Shares to the residents of Arizona, California,
Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa,
Kansas, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri,
Nebraska, Nevada, New Jersey, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah,
Virginia, Washington, West
9
<PAGE>
Virginia, Wisconsin and Wyoming. The Company soon expects to offer Shares in
Mississippi and New Mexico, subject to compliance with applicable state
securities laws.
Pursuant to the registration statement, the Shares can be offered to
affiliates (officers, directors, and brokers) at a discounted price of $9.05 per
Share. The registration statement also provides that the broker-dealers are
entitled to one warrant for every 40 Shares sold in states that permit such
compensation. As of September 30, 2000, the Company had issued 7,897 warrants
to broker-dealers and is obligated to issue an additional 2,920 warrants to
broker-dealers. These additional warrants relate to Shares sold subsequent to
September 30, 2000 and are expected to be issued in the fourth quarter of 2000.
As of September 30, 2000, the Company has sold and issued 384,006 Shares,
including 22,100 Shares issued to the Advisor at $9.05 per share. Aggregate
gross proceeds before offering costs and selling commissions total $3,821,980.
Subsequent to September 30, 2000, the Company has sold and issued an additional
179,260 Shares, and no additional Shares have been issued to the Advisor.
6. Organizational Costs
The Company complies with the Statement of Opinion 98-5, Reporting the
Costs of Start-Up Activities ("SOP 98-5"). SOP 98-5 requires the Company to
expense all costs incurred during the formation and startup of the Company. The
Company incurred and expensed $29,888 of organizational costs during the nine
months ended September 30, 2000.
7. Earnings Per Share
Basic and diluted earnings per Share are based on 99,172 and 230,202
weighted average number of Shares outstanding for the nine and three months
ended September 30, 2000, respectively.
10
<PAGE>
8. Related Party Transactions
The Advisor is compensated by the Company for its services through a series
of fees as detailed in the Advisory Agreement with the Company. In addition to
fee compensation, the Advisor is reimbursed organizational and offering costs
and expenses it incurs on behalf of the Company. As of September 30, 2000, the
fees and cost reimbursements paid by the Company to the Advisor had been paid
from offering proceeds and no amounts are currently due the Advisor.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
This information contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Although T REIT, Inc. (the "Company") believes that the
expectations reflected in such forward-looking statements are based upon
reasonable assumptions, the Company's actual results could differ materially
from those set forth in the forward-looking statements. Certain factors that
might cause such a difference include the following: changes in general economic
conditions, changes in local real estate conditions, availability of proceeds
from the Company's offering, the ability of the Company to obtain financing on
satisfactory terms, the ability of the Company to acquire properties meeting its
investment criteria; the ability of the Company to locate suitable tenants for
its properties, and the ability of tenants and borrowers to make payments under
their respective leases.
The Company was formed as a Virginia corporation in December, 1998 and
intends to qualify as a real estate investment trust for federal income tax
purposes. As of September 30, 2000, we have acquired one property and have
entered into contracts to purchase several other properties. On September 26,
2000, we acquired Christie Street Office Building, a 17,141 square foot Class C
office building in Lufkin, Texas from Robert C. Parker and Carolyn de la Fuente
Parker under an agreement of sale and purchase. The sellers are not affiliated
with us or our advisor. We paid a total of $1,250,000 for the office building,
and approximately $1,839 in additional acquisition expenses such as attorneys'
fees, recording fees and other closing costs. Our acquisition cost represents
approximately $73.00 per square foot of leasable space.
As of September 30, 2000, this property was 100% occupied by the State of
Texas Department of Human Services, which provides welfare, child and family
protection services. The State has leased the property since 1984 on a short-
term lease (two years or less). The current lease commenced on September 1,
2000 and terminates on August 31, 2002. The current rent is $20,000 per month
during the lease term. The Department of
11
<PAGE>
Human Services is not empowered by the State to execute a lease with a term
exceeding two years.
The Department of Human Services may terminate the lease if it loses state
funding or if the landlord does not cure covenant defaults after 30 days notice
by the Department of Human Services or if the building does not conform to the
provisions of the Americans with Disabilities Act of 1990, which requirement we
believe has been met. The Department of Human Services pays for utilities and
janitorial services associated with the property.
Due to the short-term lease with the Department of Human Services, the
property cannot be readily financed with a traditional lender. The sellers
agreed to finance a portion of the purchase price by delivery to the sellers of
a note in the principal amount of $750,000. The note bears interest at 9%, is
fully amortized over 20 years and is secured by a first mortgage on the
property. There are no loan fees or similar costs attached with the loan. The
loan may not be assumed by any future owner and there is no discount for an
early payoff. The monthly payment is $6,748 with a late fee of 5% after 10
days. The payment includes escrows for taxes and insurance.
The purchase of the property was unanimously approved by our board of
directors, including our independent directors.
The Christie Street Office Building, which was built in 1984 for the State
of Texas, consists of a single one-story building containing approximately
20,000 gross square feet on two parcels of land totaling 1.78 acres.
Approximately 5,000 square feet were constructed by the State of Texas in 1990.
The building includes approximately 17,141 square feet of leasable space. The
property has approximately 95 parking stalls with 6 handicap-parking spaces and
is located in flood zone C, an area of minimal flooding. The office building is
located on the northwest corner of Christie Street and route 287, the major
business loop for Lufkin. The office building is located approximately .5 miles
from the major shopping area in Lufkin at the corner of route 287 and highway
59. Adjoining land use consists of various commercial and service users. A
funeral home is located across the street, a medical clinic is next door along
with the police and fire departments.
Lufkin, Texas is the commercial hub of a 12 county rural market region,
serving over 300,000 residents. Lufkin has a population of 30,791 and is
located approximately 100 miles northeast of Houston and approximately 150 miles
southeast of Dallas.
We have retained Triple Net Properties Realty, Inc., an affiliate of our
advisor, to manage and lease the property. We will pay Triple Net Properties
Realty, Inc. a property management fee equal to 5% of the gross income from the
property (currently $1,000 per month) in addition to compensation for property-
level services, including leasing fees, loan origination and servicing fees and
property tax reduction fees.
12
<PAGE>
On October 26, 2000, we purchased the Northstar Crossing Shopping Center, a
shopping center in Garland, Texas containing 67,560 rentable square feet, from
GE Capital Real Estate under an agreement of sale and purchase. The seller is
not affiliated with us or our Advisor. We paid a total of $3,930,000 for the
shopping center and approximately $8,570 in additional acquisition expenses such
as attorneys' fees, recording fees, and other closing costs. Total acquisition
cost represents approximately $58.00 per square foot of leasable space.
In connection with the purchase of this shopping center, Fair Oak, LLC, an
entity affiliated with GE Capital Realty Group, Inc., provided a short-term
acquisition loan in the amount of $2,695,000. The promissory note evidencing
the loan provides for monthly interest-only payments commencing December 1, 2000
at a rate of 3.5% over the GECC Composite Commercial Paper Rate, currently
6.47%. The loan is due and payable in July, 2001 and is prepayable in whole or
in part upon 10 days' prior written notice. The loan is secured by a first
mortgage on the property. There are no loan fees or similar costs attached with
the loan.
Under the terms of the note, the GECC Composite Commercial Paper Rate is
the average interest expense on the principal amount of the GECC Composite
Commercial Paper outstanding for General Electric Capital Corporation's full
fiscal month preceding the interest billing month. Fair Oak will determine the
GECC Composite Commercial Paper Rate and evidence the rate by a certificate
issued by an authorized employee of Fair Oak.
GECC Composite Commercial Paper is General Electric Capital Corporation's
outstanding commercial paper for terms of 12 months or less from sources within
the United States but excluding the current portion of General Electric Capital
Corporation's long term debt and its borrowings and interest expense. Average
interest expense is the percentage obtained by dividing the interest expense on
the GECC Composite Commercial Paper for the current fiscal month by the average
daily principal amount of GECC Composite Commercial Paper outstanding during
that fiscal month divided by the actual number of days in the fiscal month and
multiplied by the actual number of days in the calendar year.
The purchase of the property was unanimously approved by our board of
directors, including our independent directors.
The Northstar Crossing Shopping Center was built in 1986 and consists of
three one-story brick and glass buildings containing 67,560 rentable square
feet. Two of the buildings adjoin either side of a United Artists Cinema. The
third building is a 32,383 square foot freestanding facility currently occupied
by Gold's Gym. GE Capital Real Estate does not own or operate the building in
which the United Artists Cinema is located and we did not acquire it as part of
our purchase of the shopping center.
13
<PAGE>
The shopping center is situated on 6.8 acres inclusive of the site which
the United Artists Cinema building occupies. It has surface parking for
approximately 855 cars and is located on the southeast corner of Belt Line Road
and North Garland Road just south of the George W. Bus tollway, also known as
State Highway 190, which is the outer loop tollway system connecting all of the
major suburbs in the northern areas of the Dallas/Ft. Worth metroplex.
Garland, Texas is a rapidly growing community located approximately 15
miles northeast of downtown Dallas. Garland is the ninth largest city in Texas,
with a population of over 200,000.
The property has 18 tenant spaces and is anchored by Gold's Gym, which is
the only tenant occupying more than 10% of the total rentable square footage.
With the exception of Nationwide Insurance, the remaining tenants of the
shopping center are local tenants.
We have retained Triple Net Properties Realty, Inc. to provide supervisory
management services at the property. The Company will pay Triple Net Properties
Realty, Inc. a property management fee equal to 5% of gross income from the
property (currently $2,575 per month based on current gross income at the
property). Under the terms of a submanagement agreement, Triple Net Properties
Realty, Inc. has retained Trammel Crow Company to provide local management
services, including leasing and managing the property. Triple Net Properties
Realty, Inc. will pay Trammel Crow a property management fee equal to 3% of
gross income from the property, plus an amount not to exceed $1,000 per month
for accounting and reporting charges. Trammel Crow is not affiliated with the
Company or the Advisor.
The Company intends to focus on acquisitions of properties primarily in
fifteen focus states--Alaska, Florida, Iowa, Michigan, Minnesota, Nevada, North
Carolina, South Carolina, South Dakota, Tennessee, Texas, Virginia, Washington,
Wisconsin and Wyoming. However, the Company may acquire properties in other
states. We intend to lease the properties to tenants and will lease some of its
properties under net leases and in sale and leaseback transactions.
We conduct business and own properties through our operating partnership, T
REIT, L.P. (the "Operating Partnership"), which was formed as a Virginia limited
partnership in May, 1999. The Company is the sole general partner of the
Operating Partnership and has control over the affairs of the Operating
Partnership.
Our day to day operations are managed by our advisor, Triple Net
Properties, LLC (the "Advisor"), under an advisory agreement. The Advisor was
formed in April, 1998 to serve as an asset and property manager for real estate
investment trusts, syndicated real estate limited partnerships and limited
liability companies and similar real estate entities.
14
<PAGE>
References herein to the "Company" mean T REIT, Inc. and the Operating
Partnership collectively, unless the context otherwise requires.
Pursuant to a registration statement on Form S-11 (the "Registration
Statement") under the Securities Act of 1933, as amended, the Company is
offering for sale up to 10,000,000 shares of its common stock (the "Shares") at
an offering price of $10 per Share. The Registration Statement was declared
effective on February 22, 2000. The offering of Shares will terminate on the
earlier of February 22, 2002, or the date on which the maximum offering has been
sold.
We are offering the Shares to the residents of Arizona, California,
Colorado, Connecticut, Florida, Georgia, Hawaii, Illinois, Indiana, Iowa,
Kansas, Louisiana, Maryland, Massachusetts, Michigan, Minnesota, Missouri,
Nebraska, Nevada, New Jersey, North Carolina, North Dakota, Ohio, Oklahoma,
Oregon, Pennsylvania, South Carolina, South Dakota, Tennessee, Texas, Utah,
Virginia, Washington, West Virginia, Wisconsin and Wyoming. We expect to offer
the Shares to the residents of Mississippi and New Mexico after complying with
the state registration requirements of those states.
As of September 30, 2000 we had sold 384,006 Shares resulting in net
proceeds of $3,010,252, which exceeded the minimum offering amount of
$1,000,000. As of September 30, 2000, we have approximately $2,313,808
available to invest in properties after deduction of selling commissions,
marketing support and due diligence reimbursement fees, organizational and
offering expenses and miscellaneous acquisition expenses.
We expect to use net offering proceeds from the sale of Shares to purchase
properties. In addition, we intend to borrow money to acquire properties and to
pay certain related fees.
15
<PAGE>
Results of Operations
Three Months and Nine Months Ended September 30, 2000
At September 30, 2000 and December 31, 1999, our total assets were
$3,832,653 and $100, respectively. The increase in total assets reflects the
stock offering and the acquisition of the Christie Street Office Building in
Lufkin, Texas during the period ended September 30, 2000.
As of September 30, 2000, we did not owe the Advisor any amount for costs
and expenses incurred on our behalf.
We had gross revenues of $20,247 for the nine months ended September 30,
2000, represented by rental income and interest income earned on offering
proceeds held prior to the investment in properties. Our expenses were $60,862
for the nine months ended September 30, 2000, and consisted primarily of
organizational and interest expenses. Because we did not commence operations
until it received and accepted subscriptions from the escrow account, there is
no comparative financial data available from the prior fiscal year.
Net increase in cash and cash equivalents for the nine months ended
September 30, 2000 is the result of the sale of the Shares during the period.
Cash distributions in the aggregate amount of $29,666 were made to
shareholders during the third quarter of 2000.
The number of other properties to be acquired will depend upon the amount
of net offering proceeds and loan proceeds available to us. We currently are
considering several other potential property acquisitions. Our decision to
acquire one or more of these properties will generally depend upon: (i) our
receipt of a satisfactory environmental survey and property appraisal for each
property; (ii) no material adverse change occurring in the properties, the
tenants, or in the local economic conditions; and (iii) our receipt of
sufficient financing, either through the net proceeds from this offering or
satisfactory debt financing. There can be no assurance that any or all of the
conditions will be satisfied or, if satisfied, that we will acquire any
additional properties.
Management expects that the cash to be generated from operations will be
adequate to pay operating expenses and to make distributions to our
shareholders.
Item 3. Qualitative and Quantitative Disclosure about Market Risks.
None.
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16
<PAGE>
Part II
Other Information
Item 1. Legal Proceedings.
None.
Item 2. Changes in Securities.
None.
Item 3. Defaults upon Senior Securities.
None.
Item 4. Submission of Matters to a Vote of Security Holders.
None.
Item 5. Other Information.
None.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibit 10.1: Material Contracts. Purchase and Sale Agreement, dated
June 5, 2000, by and between Robert C. Parker and Carolyn De La Fuente
Parker and Triple Net Properties, LLC.
(b) Exhibit 27: Financial Data Schedule.
(c) Current Report on Form 8-K, dated July 11, 2000, filed August 2, 2000,
reporting, under Item 4, the resignation of the Company's independent
accountant.
(d) Current Report on Form 8-K, dated September 18, 2000, filed
September 21, 2000, reporting, under Item 4, the engagement of Squar,
Milner, Reehl & Williamson, LLP as the Company's independent accountant.
(e) Current Report on Form 8-K, dated September 26, 2000, filed October 11,
2000, reporting, under Item 2 and Item 5, the acquisition of the
Christie Street Office Building in Lufkin, Texas, and other matters
related to the offering.
(f) Current Report on Form 8-K, dated October 26, 2000, filed November 13,
2000, reporting, under Item 2 and Item 5, the acquisition of the
Northstar Crossing Shopping Center in Garland, Texas, and other matters
related to the offering.
17
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
DATE: November 14, 2000.
T REIT, INC.
(Registrant)
By: /s/ Anthony W. Thompson
___________________________
Anthony W. Thompson
President and
Chief Executive Officer
By: /s/ Jack Maurer
___________________________
Jack Maurer
Secretary and Treasurer
Chief Accounting Officer
18
<PAGE>
Index to Exhibits
Exhibit Description
------- -----------
10.1 Purchase and Sale Agreement, dated June 5, 2000, by and
between Robert C. Parker and Carolyn De La Fuente Parker and
Triple Net Properties, LLC.
27 Financial Data Schedule.
19
