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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 March 31, 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.
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(Exact name of registrant as specified in its charter)
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<S> <C>
Virginia 52-2140299
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(State or other jurisdiction of incorporation (I.R.S. Employer Identification No.)
or organization)
1557 N. Tustin Avenue, Suite 650 (877) 888-7348
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Santa Ana, California 92705 (Registrant's telephone number,
---------------------------------------------- including area code)
(Address of principal executive offices)
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N/A
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(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 [ ] No [ X ]
As of March 31, 2000, there were no shares of common stock of T REIT, Inc.
outstanding.
T REIT, Inc.
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Form 10-Q
For the quarterly period ended March 31, 2000
INDEX
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Page
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Part I Financial Information
Item 1. Financial Statements............................................. 2
Balance Sheets........................................................... 2
Statement of Shareholders' Equity........................................ 4
Statement of Income...................................................... 3
Statement of Cash Flow................................................... 5
Notes to Financial Statements............................................ 6
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.................................................... 9
Item 3. Qualitative and Quantitative Disclosure about Market Risks....... 11
Part II Other Information
Item 1. Legal Proceedings................................................ 12
Item 2. Changes in Securities............................................ 12
Item 3. Defaults upon Senior Securities.................................. 12
Item 4. Submission of Matters to a Vote of Security Holders.............. 12
Item 5. Other Information................................................ 12
Item 6. Exhibits and Reports on Form 8-K................................. 12
Signatures............................................................... 13
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2
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Part I - Financial Information
Item 1. Financial Statements.
T REIT, INC.
Balance Sheets
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March 31, December 31,
2000 1999
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(unaudited)
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Assets
Cash $ 820 $ 100
Restricted Escrow Funds $232,005
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$232,825 $ 100
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Liabilities and Shareholder's Equity
Escrowed Stock Subscriptions $232,005 $ -
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232,005 -
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Shareholders' equity:
Common stock, $.01 par value; 10,000,000 1 1
shares authorized, 10 shares issued and
outstanding
Additional paid-in capital 99 99
Accumulated income 720 -
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820 100
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$232,825 $ 100
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See accompanying notes.
3
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T REIT, INC.
Statements of Income
(unaudited)
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Three
Months
Ended
March 31,
2000
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Revenues
Interest income $ 720
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Expenses
Organizational
General and administrative
Interest
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-
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Net income $ 720
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Basic and diluted loss per share $ 72
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See accompanying notes.
4
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T REIT, INC.
Statement of Shareholders' Equity
Three Months Ended March 31, 2000
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Number Par Additional Accumulated
of shares Value Paid-in Capital Earnings Total
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<S> <C> <C> <C> <C>
Balance, December 10 $1 $99 $ - $100
31, 1999
Issuance of common
stock
Redemption of
common stock
Net income 720 720
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Balance, March 31, 10 $1 $99 $720 $820
2000 ======== ==== ============ ============ ====
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See accompanying notes.
5
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T REIT, INC.
Statement of Cash Flow
(unaudited)
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Three Months
Ended March 31,
2000
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Cash flows from operating activities:
Net income $ 720
Changes in assets and liabilities:
Increase in restricted escrowed funds 232,005
Increase in escrowed stock subscriptions (232,005)
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Net cash provided by operating activities 720
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Net increase in cash and cash equivalents 720
Cash and cash equivalents, beginning of period 100
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Cash and cash equivalents, end of period $ 820
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See accompanying notes.
6
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T REIT, INC.
Notes to Financial Statements
Period Ended March 31, 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. As of
March 31, 2000, the Company had not acquired any properties and has not entered
into any agreements to purchase property. The Company intends to acquire
properties through its operating partnership, T REIT, L.P. Currently, 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.
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. No financial statements for the
corresponding quarterly 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. Cash and Cash Equivalents
Cash and cash equivalents consist of all highly liquid investments with a
maturity of three months or less when purchased.
4. 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.
7
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T REIT, INC.
NOTES TO FINANCIAL STATEMENTS (continued)
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 Virginia, Wisconsin and Wyoming.
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 broker-dealers are entitled to one
warrant for every forty shares sold in states that permit such compensation. At
March 31, 2000, no warrants were outstanding.
5. 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 start-up of the Company.
6. Advisory Fees
The Advisor is compensated by the Company for its services through a series of
fees as detailed in the Advisory Agreement with the Company. For the three
months ended March 31, 2000, the Advisor had not earned any advisory related
fees.
In addition to fee compensation, the Advisor is reimbursed costs and expenses it
incurs on behalf of the Company. For the three months ended March 31, 2000, the
Advisor incurred $28,000 of organizational expenses and offering costs on behalf
of the Company; however, the Advisor is not entitled to reimbursement until the
minimum Offering Amount, $1,000,000, is raised.
7. Earnings Per Share
Basic and diluted earnings per share are based on $72 weighted average number of
shares outstanding for the three months ended March 31, 2000.
8
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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. To date, the Company has not acquired any properties and has not
entered into any contracts to purchase property. The Company intends to invest
in properties primarily in designated states. The Company intends to lease the
properties to tenants and will lease some of its properties under net leases and
in sale and leaseback transactions.
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.
The Company intends to conduct business and own properties through its
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.
The Company's day to day operations are managed by its 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.
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.
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 Virginia, Wisconsin and Wyoming.
9
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As of March 31, 2000 the Company had received subscriptions for 25,300
shares resulting in $232,005 in deposits the Escrow Account.
The Company expects to use net offering proceeds from the sale of Shares to
purchase properties. In addition, the Company intends to borrow money to
acquire properties and to pay certain related fees.
Results of Operations
Three Months Ended March 31, 2000
At March 31, 2000 and December 31, 1999, the Company's total assets were
$232,825 and $100, respectively. The increase in total assets reflects the stock
offering during the period ended March 31, 2000.
Gross revenues of the Company of $720 for the three months ended March 31,
2000, represented interest income earned on offering proceeds held by the
Company prior to the investment in properties. The Company had not incurred any
expenses for the three months ending March 31, 2000 because the Company did not
receive and accrue the minimum 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 six months ended June 30,
2000 is the result of the sale of the Shares during the period.
No cash distributions were made to shareholders during the first quarter of
2000.
As of March 31, 2000, the Company had not entered into any arrangements
creating a reasonable probability that a property would be acquired by the
Company. The number of properties to be acquired will depend upon the amount of
net offering proceeds and loan proceeds available to the Company.
Management expects that the cash to be generated from operations will be
adequate to pay operating expenses and to make distributions to the Company's
shareholders.
10
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Item 3. Qualitative and Quantitative Disclosure about Market Risks.
None.
11
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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.
(a) Exhibit 27: Financial Data Schedule.
12
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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: August 29, 2000.
T REIT, INC.
(Registrant)
By: /s/ Anthony W. Thompson
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Anthony W. Thompson
President and
Chief Executive Officer
By: /s/ Jack Maurer
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Jack Maurer
Secretary and Treasurer
Chief Accounting Officer
13
