<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(mark one)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED NOVEMBER 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM . . . . . . . . . TO . . . . . . . . . .
COMMISSION FILE NUMBER 0-8003
VINLAND PROPERTY TRUST
------------------------------------------------------
(Exact name of registrant as specified in its charter)
CALIFORNIA 94-2432628
-------------------------------- ------------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3878 OAK LAWN, SUITE 300, DALLAS, TX 75219
- ---------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 522-9910
------------------
Securities Registered Pursuant to Section 12 (b) of the Act:
NONE
Securities Registered Pursuant to Section 12 (g) of the Act:
9% SERIES A SUBORDINATED DEBENTURES DUE JUNE 30, 2003
SHARES OF BENEFICIAL INTEREST, NO PAR VALUE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 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
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
As of February 9, 1996, the Registrant had 1,363,573 shares of beneficial
interest outstanding. Of the total shares outstanding, 993,054 were held by
other than those who may be deemed to be affiliated, for an aggregate value of
$4,965,270 based on the last trade as reported by the National Association of
Securities Dealers Automated Quotations System on February 9, 1996. The basis
of this calculation does not constitute a determination by the Registrant that
all of such persons or entities are affiliates of the Registrant as defined in
rule 405 of the Securities Act of 1933, as amended.
DOCUMENTS INCORPORATED BY REFERENCE
NONE
1
<PAGE> 2
INDEX TO
ANNUAL REPORT ON FORM 10-K
<TABLE>
<CAPTION>
Page
----
<S> <C> <C>
PART I
------
Item 1. Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Item 2. Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Item 4. Submission of Matters to a Vote of Security Holders. . . . . . . . . . . . . . . . 9
PART II
-------
Item 5. Market for Registrant's Shares of Beneficial
Interest and Related Shareholder Matters . . . . . . . . . . . . . . . . . . . . 11
Item 6. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . . . 14
Item 8. Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . 22
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosures . . . . . . . . . . . . . . . . . . . . . . 46
PART III
--------
Item 10. Trustees, Executive Officers, and Advisor of the Registrant . . . . . . . . . . . 46
Item 11. Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Item 12. Security Ownership of Certain Beneficial Owners and
Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Item 13. Certain Relationships and Related Transactions . . . . . . . . . . . . . . . . . . 60
PART IV
-------
Item 14. Exhibits, Financial Statement Schedules, and
Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Signature Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 67
</TABLE>
2
<PAGE> 3
PART I
ITEM 1. BUSINESS
General
Vinland Property Trust (the "Trust") is a California business trust that was
established July 18, 1973, by a Declaration of Trust, as amended, (the
"Declaration of Trust") and which commenced operations April 2, 1974. The
Trust has elected to be treated as a Real Estate Investment Trust ("REIT")
under Sections 856 through 860 of the Internal Revenue Code of 1986, as
amended, (the "Code") and in the opinion of the Trust's management has
qualified for federal taxation as such for each fiscal year subsequent to
November 30, 1974.
The Trust's principal offices are located at One Turtle Creek Office Complex, a
Trust property since March 1992; 3878 Oak Lawn Avenue, Suite 300, Dallas, Texas
75219. The telephone number is (214) 522-9910 and fax number is (214)
522-9945. In the opinion of the Trust's management, the Trust's offices are
adequate for its present operations.
Business Description and Investment Objectives
The Trust was established to provide investors with a professionally managed,
diversified portfolio of real estate investments selected to produce current
income and opportunities for capital appreciation. The Trust's primary
business and only industry segment is investing in income producing real
estate. At November 30, 1995, the Trust's real estate portfolio, concentrated
in Texas, Oklahoma, and Florida, consisted of ten multifamily properties, a
shopping center, an office/retail complex, and one farm and luxury residence.
The Trust's principal objectives are to increase funds from operations and
maximize the value of its existing real estate portfolio through aggressive
management and a policy of consistent capital improvements. The Trust intends
to use the proceeds from property sales and mortgage refinancings to expand its
portfolio through opportunistic purchases of income producing properties,
predominantly in markets where the Trust presently operates. Future
investments will be focused on older, mismanaged, or underperforming
properties, both multifamily and commercial, and will be selected based on
initial rates of return and the potential for improvement through revenue
enhancing capital improvements and proper management. Investments may take the
form of joint ventures, mortgage participations, and partnership interests as
well as outright purchases.
Management of the Trust
The Trust's Board of Trustees (the "Board"), elected annually by the
shareholders of the Trust or appointed by the incumbent Board until the next
annual meeting of shareholders, manages the affairs of the Trust. There are
currently five members on the Board, three of which are unaffiliated with the
Trust. The day-to-day operations of the Trust and the implementation of Trust
policies, as defined by the Board, are managed by a contractual advisory firm,
approved by Trust shareholders and which operates under the supervision of the
Board. The duties of the advisor include, among other things, locating,
investigating, evaluating, and recommending real estate investment and sales
opportunities, as well as financing and refinancing sources for the Trust. The
advisor also serves as a consultant in connection with the business plan and
investment policy decisions made by the Board.
3
<PAGE> 4
ITEM 1. BUSINESS (Continued)
Management of the Trust (Continued)
Tarragon Realty Advisors, Inc. ("Tarragon" or the "Advisor") has provided
advisory services to the Trust since March 1, 1994. At the annual meeting of
shareholders held on November 20, 1995, the shareholders approved the renewal
of Tarragon as the advisor under an advisory agreement dated April 1, 1995.
William S. Friedman, President, Chief Executive Officer, and Trustee of the
Trust, serves as a Director and Chief Executive Officer of Tarragon. Tarragon
is owned by Lucy N. Friedman, Mr. Friedman's wife, and John A. Doyle, who
serves as a Director and President of Tarragon and Chief Financial Officer and
Trustee of the Trust. The Friedman and Doyle families together own
approximately 27% of the outstanding shares of the Trust. A majority of the
officers of the Trust are also officers of Tarragon.
The Trust has no employees. Employees of Tarragon provide executive and
administrative services to the Trust.
Property Management
Tarragon provides property management services to the Trust for a fee of 4.5%
of the monthly gross rents collected on multifamily properties and commercial
properties. Tarragon subcontracts with other entities for the provision of
much of the property-level management services to the Trust.
Competition
The Trust's plan of operation is to continue to improve the quality of its
properties through consistent capital improvements and, to the extent surplus
funds and attractive investments are available, to acquire additional
multifamily and commercial properties, primarily in locations where the Trust
presently operates. Management believes that ownership of the type of
properties in which the Trust invests is highly fragmented among individuals,
partnerships, public and private corporations, and other real estate investment
trusts and that no particularly dominant entities exist in the market for such
properties. The Trust competes with numerous entities engaged in real estate
activities, many of which may have greater financial resources than the Trust.
However, the Trust has not experienced material differences in competition in
the various regions of the United States in which it invests.
Management believes that success in real estate investment is primarily
dependent upon general market conditions; geographic location; the performance
of asset and property managers in areas such as marketing, collections, capital
improvements, and the control of operating expenses; and the maintenance and
appearance of the property, rather than the activities of the competitors.
Additional competitive factors with respect to commercial properties are the
ease of access to the property, the adequacy of related facilities, such as
parking, and sensitivity in setting rental rates. With respect to multifamily
properties, management believes that there is and will continue to be a strong
demand for well maintained, affordable housing in the markets in which it
operates. However, since the success of any real estate investment is impacted
by other factors outside the control of the Trust, including general demand for
apartment housing, interest rates, operating costs, and the ability to attract
and retain qualified property managers, there can be no assurances that the
Trust will be successful.
Tarragon also serves as the advisor to National Income Realty Trust ("NIRT").
All of the officers of the Trust are also officers of NIRT. Tarragon and the
Trust officers owe fiduciary duties to NIRT as well as to the Trust.
4
<PAGE> 5
ITEM 1. BUSINESS (Continued)
Competition (Continued)
In determining to which entity a particular investment opportunity will be
allocated, Tarragon and the Trust officers consider the respective investment
objectives of each such entity and the appropriateness of a particular
investment in light of each such entity's existing real estate portfolio. To
the extent that any particular investment opportunity is appropriate for both
of such entities, such investment opportunity will be allocated to the entity
which has had uninvested funds for the longer period of time or, if
appropriate, the investment may be shared between both entities. Tarragon
periodically informs the Board of the Trust of real estate investments made by
any of its affiliates, and the Board periodically reviews the performance of
such investments.
Certain Factors Associated with Real Estate and Related Investments
The Trust is subject to the risks associated with the ownership, operation, and
financing of real estate. These risks include, but are not limited to,
liability for environmental hazards; changes in general or local economic
conditions; changes in interest rates and availability of permanent mortgage
financing which may render the acquisition, sale, or refinancing of a property
difficult or unattractive and which may make debt service burdensome; changes
in real estate and zoning laws; changes in income taxes or real estate taxes,
federal or local economic or rent controls; floods, earthquakes, and other acts
of God; and other factors beyond the control of the Trust or Tarragon. The
illiquidity of real estate investments generally may impair the ability of the
Trust to respond promptly to changing circumstances. The Trust's management
believes that some of these risks are compounded by the concentration of the
Trust's properties in Texas, Oklahoma, and Florida, and the Trust's intention
to acquire older, mismanaged, or underperforming properties.
ITEM 2. PROPERTIES
Details of the Trust's real estate and mortgage notes receivable portfolios at
November 30, 1995, are set forth in Schedules III and IV, respectively, to the
Consolidated Financial Statements and NOTE 2. "NOTES AND INTEREST RECEIVABLE"
and NOTE 3. "REAL ESTATE AND DEPRECIATION" of the Notes to the Consolidated
Financial Statements, all included at ITEM 8. "FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA". The discussions set forth below provide summary
information regarding these portfolios.
Real Estate
The Trust acquired five properties during fiscal 1995, increasing its
multifamily portfolio by 74% to a total of 1,772 units. At November 30, 1995,
the Trust owned thirteen properties, consisting of ten apartment complexes, one
shopping center, one combination office building and shopping center, and one
farm and luxury residence. The carrying values of three of the properties (One
Turtle Creek, Villas at Central Park, and Polynesia Village) each exceed 10% of
the Trust's total consolidated assets. All Trust properties, except two, are
pledged separately to secure mortgage debt totaling $25.4 million at November
30, 1995.
To continue to qualify for federal taxation as a REIT under the Code, the Trust
is required to, among other things, hold at least 75% of the value of its
assets in real estate assets, government securities, and cash and cash
equivalents at the close of each quarter of each taxable year. At November 30,
1995, 49% of the Trust's assets consisted of real estate held for investment,
37% consisted of real estate held for sale, and 2% consisted of mortgage notes
and interest receivable. The remaining 12% of the Trust's assets consisted of
cash and cash equivalents and other assets. The percentage of the Trust's
assets invested in any one category at any particular
5
<PAGE> 6
ITEM 2. PROPERTIES (Continued)
Real Estate (Continued)
time is subject to change, and no assurance can be given that the composition
of the Trust's assets in the future will approximate the percentages stated
above.
The following table presents certain information relating to the Trust's real
estate portfolio at November 30, 1995:
[This space intentionally left blank.]
6
<PAGE> 7
VINLAND PROPERTY TRUST
REAL ESTATE SUMMARY
NOVEMBER 30, 1995
(unaudited)
<TABLE>
<CAPTION>
Average Rent Per Sq. Ft. (A)
Number Year Ended November 30,
of Square ----------------------------
Property Location Units Feet 1995 1994 1993
- -------- ---------- ------- --------- ------ ------ -------
<S> <C> <C> <C> <C> <C> <C>
PORTFOLIO AT NOVEMBER 30, 1994:
Apartments:
- ---------------------------
Aspentree Dallas, TX 296 212,864 $ 7.02 $ 6.69 $ 6.14
French Villa Tulsa, OK 101 104,720 5.70 5.51 5.41
Phoenix Tulsa, OK 254 208,726 4.03 3.83 3.71
Southern Elms Tulsa, OK 78 65,159 6.26 6.76 6.19
Villas at Central Park Orlando, FL 288 233,600 5.27 5.21 5.53
------- --------- ------- ------- -------
SUBTOTAL OR WEIGHTED AVERAGE (F) 1,017 825,069 5.54 5.40 5.26
------- --------- ------- ------- -------
Commercial:
Briarwest Shop Ctr Houston, TX - 25,323 10.47 9.57 7.45
One Turtle Creek Dallas, TX - 102,811 10.15 9.66 7.58
------- --------- ------- ------- -------
SUBTOTAL OR WEIGHTED AVERAGE (F) - 128,134 10.21 9.64 7.55
------- --------- ------- ------- -------
PROPERTIES ACQUIRED IN 1995:
Collegewood Tallahassee, FL 60 27,550 8.02
Florida Towers Tallahassee, FL 54 33,750 7.03
Jefferson Towers Tallahassee, FL 48 22,800 7.69
Polynesia Village Tacoma, WA 448 242,636 7.20
Riverside Austin, TX 145 110,868 8.49
------- --------- -------
SUBTOTAL OR WEIGHTED AVERAGE (F) 755 437,604 7.59
------- --------- ------- ------- -------
GRAND TOTAL OR WEIGHTED AVERAGE 1,772 1,390,807 $ 6.62 $ 5.97 $ 5.57
======= ========= ======= ======= =======
<CAPTION>
Gross Potential
Economic Occupancy (B) Rent (D) Current
Year Ended November 30, Physical Per Sq. Ft. Market
------------------------- Occupancy Year Ended Rent Per
Property 1995 1994 1993 Nov. 30, 1995(C) Nov.30,1995 Sq. Foot(E)
- -------- ------ ------ ------ ---------------- --------------- -----------
<S> <C> <C> <C> <C> <C> <C>
PORTFOLIO AT NOVEMBER 30, 1994:
Apartments:
- ---------------------------
Aspentree 96% 95% 93% 96% $ 7.44 $ 8.21
French Villa 91% 90% 94% 96% 6.54 6.77
Phoenix 90% 93% 93% 93% 5.13 5.36
Southern Elms 88% 97% 93% 91% 7.21 7.55
Villas at Central Park 88% 86% 89% 87% 6.88 7.04
----- ----- ----- ----- ----------- -----------
SUBTOTAL OR WEIGHTED AVERAGE (F) 91% 91% 92% 92% 6.56 6.92
----- ----- ----- ----- ----------- -----------
Commercial:
Briarwest Shop Ctr 92% 84% 67% 93% 11.98 15.05
One Turtle Creek 90% 94% 76% 90% 11.27 15.50
----- ----- ----- ----- ----------- -----------
SUBTOTAL OR WEIGHTED AVERAGE (F) 90% 92% 74% 91% 11.41 15.41
----- ----- ----- ----- ----------- -----------
PROPERTIES ACQUIRED IN 1995:
Collegewood 93% 100% 9.18 9.41
Florida Towers 90% 100% 8.28 8.54
Jefferson Towers 92% 100% 8.89 9.10
Polynesia Village 91% 92% 8.48 8.58
Riverside 94% 95% 9.14 9.25
----- ----- ----------- -----------
SUBTOTAL OR WEIGHTED AVERAGE (F) 92% 94% 8.69 8.83
----- ----- ----- ----- ----------- -----------
GRAND TOTAL OR WEIGHTED AVERAGE 91% 91% 90% 93% $ 7.68 $ 8.30
===== ===== ===== ===== =========== ===========
</TABLE>
(a) Amounts represent average rental revenue per square foot on an annual
basis. Rental revenue is equal to gross potential rent after giving effect
to all rental losses including bad debts, vacancies, and discounts and
concessions. Gross potential rent equals average lease rates on leased
units and market rates on vacant units.
(b) Computed as follows: [(Annual gross potential rent less annual vacancy
losses) divided by annual gross potential rent].
(c) Represents actual physical occupancy percentages as of the end of the last
week of the fiscal year ended November 30, 1995.
(d) Represents annualized gross potential rent for all months owned during the
period divided by square footage.
(e) Represents annualized market rate per square foot at November 30, 1995,
based upon scheduled rents at such time.
(f) The weighted average rent per square foot and economic occupancy
percentages are based on the square footage in each property.
The Trust also owns Cochonour Horse Farm ("Cochonour"), a 188 acre horse farm
with a 5,000 square foot luxury residential home in Carrollton, Missouri.
At November 30, 1995, Polynesia Village Apartments, Villas at Central Park, and
Cochonour were classified as held for sale. The Villas at Central Park sale
closed in January 1996. For a discussion of the disposition, see NOTE 3.
"REAL ESTATE AND DEPRECIATION" in the notes to the Consolidated Financial
Statements. With respect to the remaining properties held for sale, the Trust
expects to realize amounts in excess of each of the property's respective
carrying value; however, no assurance can be provided that the Trust will be
successful in its efforts to sell these properties or that it will realize
their anticipated selling prices.
Management believes that its properties are adequately covered by liability and
casualty insurance, consistent with industry standards.
7
<PAGE> 8
VINLAND PROPERTY TRUST
MORTGAGE LOANS SECURED BY OWNED PROPERTIES
NOVEMBER 30, 1995
(in thousands)
(unaudited)
<TABLE>
<CAPTION>
Stated Balance
Original Balance Interest Maturity Due at
Name of Property Amount Nov 30, 1995 Rate Date Maturity
- ---------------- ------------ -------------- -------- -------- ----------
<S> <C> <C> <C> <C> <C>
Residential
- -----------
Aspentree . . . . . . . . . . $ 3,966 $ 3,966 8.33% 11/01/05 $ 3,390
Collegewood . . . . . . . . . 733 639 10.00% 06/01/97 639
Florida Towers . . . . . . . . 1,040 907 10.00% 06/01/97 907
French Villa . . . . . . . . . 1,970 1,939 8.53% 11/01/00 1,836
Jefferson Towers . . . . . . . 591 515 10.00% 06/01/97 515
Polynesia Village . . . . . . 5,836 5,811 7.63% 11/01/97 5,602
Riverside . . . . . . . . . . 2,885 2,874 8.50% 09/01/99 2,673
Southern Elms . . . . . . . . 1,370 1,360 9.68% 02/01/02 1,242
* Villas at Central Park . . . . 2,612 2,202 8.75% 06/01/04 408
* Villas at Central Park . . . . 3,000 3,000 9.00% 04/27/97 3,000
* Villas at Central Park . . . . 160 160 0.00% 06/01/04 160
------------ -------------- ----------
24,163 23,373 20,372
------------ -------------- ----------
Commercial
- ----------
Briarwest . . . . . . . . . . 318 109 9.25% 11/01/97 -
One Turtle Creek . . . . . . . 2,000 1,920 9.00% 02/01/05 1,504
------------ -------------- ----------
2,318 2,029 1,504
------------ -------------- ----------
Total . . . . . . . . . . . $ 26,481 $ 25,402 $ 21,876
============ ============== ==========
</TABLE>
*Sold in January 1996.
8
<PAGE> 9
ITEM 2. PROPERTIES (Continued)
Mortgage Loans
At November 30, 1995, the Trust's mortgage notes receivable portfolio consisted
of three notes with an aggregate principal carrying value of $731,000. All of
the Trust's mortgage notes receivable are recourse obligations of the
respective debtor. The following sets forth the Trust's mortgage notes
receivable portfolio at November 30, 1995 (dollars in thousands):
<TABLE>
<CAPTION>
Mortgage Collateral Carrying
Note Location Collateral Value
- --------------------- ---------------- ------------------ -----------
<S> <C> <C> <C>
N. Barakat Chicago, IL Condominium $ 68
Brian E. Smith Chicago, IL Condominium 63
J. W. English, et. al. Houston, TX Restaurant 600
-----------
$ 731
===========
</TABLE>
ITEM 3. LEGAL PROCEEDINGS
The Trust is a party to various claims and routine litigation arising in the
ordinary course of business. Management of the Trust does not believe that the
results of these claims and litigation, individually or in the aggregate, will
have a material adverse effect on its business or financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
On November 20, 1995, at the Annual Meeting of Shareholders, the Shareholders
of the Trust (i) elected five Trustees of the Trust, (ii) approved the Trust's
Advisory Agreement with Tarragon, (iii) approved an amendment to the
Declaration of Trust, which authorized the Board to effect reverse share splits
on a pro-rata basis and to redeem for cash any fractional shares outstanding as
a result thereof, (iv) approved the Trust's Share Option and Incentive Plan,
and (v) approved the Trust's Independent Trustee Share Option Plan. Proxies
for such Annual Meeting were solicited pursuant to Regulation 14A under the
Securities Exchange Act of 1934 (the "1934 Act"), and there was no solicitation
in opposition to the nominees for Trustee. The following is a brief
description of each matter considered at the Annual Meeting of Shareholders and
the number of votes cast for, against, or withheld, as well as the number of
abstentions and broker non-votes as to each such matter, including a separate
tabulation with respect to each nominee for election as a Trustee.
[This space intentionally left blank.]
9
<PAGE> 10
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (Continued)
<TABLE>
<CAPTION>
Matter Voted Upon Shares Voting
---------------------------------------------- --------------------------------------------------------
<S> <C>
(1) Election of Trustees
</TABLE>
<TABLE>
<CAPTION>
Shares Authority
Name Voted for Withheld
---------------------------------------------- --------------------------- ----------------------
<S> <C> <C>
Chester Beck 5,223,458 261,475
Willie K. Davis 5,223,357 261,576
John A. Doyle 5,224,618 260,315
William S. Friedman 5,158,829 326,104
Michael E. Smith 5,232,475 252,458
</TABLE>
<TABLE>
<CAPTION>
Votes Cast
--------------------------------------------
For Against Abstention
---------- ------------ -------------
<S> <C> <C> <C> <C>
(2) Approval of the Trust's Advisory 4,520,573 289,739 118,663
Agreement with Tarragon
(3) Approval of an Amendment to 4,631,680 211,790 135,708
the Declaration of Trust to
authorize implementation of
reverse share splits
(4) Approval of the Trust's Share Option 3,782,989 486,569 122,534
and Incentive Plan
(5) Approval of the Trust's Independent 3,504,879 473,001 139,818
Trustee Share Option Plan
</TABLE>
Following the effectiveness of the Amendment to the Declaration of Trust, on
December 1, 1995, the Board adopted resolutions approving and effectuating a
one-for-five reverse share split of all of the Trust's shares of beneficial
interest. See ITEM 5. "MARKET FOR REGISTRANT'S SHARES OF BENEFICIAL INTEREST
AND RELATED SHAREHOLDER MATTERS" for a description of such reverse share split,
adjustments to the Trust's Rights Agreement dated March 10, 1989, as amended,
and the Trust's offer to purchase all shares of beneficial interest, no par
value, of each Shareholder of the Trust holding 99 or fewer "Post Split Shares"
(or less than 500 "Old Shares") of the Trust either of record or beneficially
on December 1, 1995.
See NOTE 8. "SHARE OPTIONS" to the Consolidated Financial Statements for a
further description of matters involving the Trust's Share Option and Incentive
Plan and the Trust's Independent Trustee Share Option Plan, and see "THE
ADVISOR" under ITEM 10. "TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE
REGISTRANT" for additional information concerning the Advisory Agreement.
10
<PAGE> 11
PART II
ITEM 5. MARKET FOR REGISTRANT'S SHARES OF BENEFICIAL INTEREST
AND RELATED SHAREHOLDER MATTERS
The Board of Trustees (the "Board") approved a one-for-five reverse share split
of all of the Trust's shares of beneficial interest which was effective at the
close of business on December 1, 1995, on the basis of one new share (a
"Post-Split Share") for each five shares then outstanding (each an "Old
Share"). Each Post-Split Share, like an Old Share, continued to have no par
value, and it was not intended that any material differences exist between an
Old Share and a Post-Split Share except that fewer Post-Split Shares were
outstanding. No future share splits are currently contemplated by the Board.
The Trust's Old Shares were traded in the over-the-counter market of the
National Association of Securities Dealers Automated Quotation ("NASDAQ")
System under the symbol "VIPTS". The Post-Split Shares continue to be traded
in the over-the-counter market, and high and low bid quotations are reported by
the NASDAQ InterDealer Quotation system. The Post-Split Shares have also been
listed on The NASDAQ SmallCap Market under the symbol "VIPTS".
The following table sets forth the high and low bid quotations of the
Post-Split Shares as reported by the NASDAQ System for the periods indicated
which consist of the last two fiscal years and the quarter ending for which
this report is filed, all after giving retroactive effect to the December 1995
reverse share split (over-the-counter market quotations reflect InterDealer
prices, without retail mark up, mark down, or commissions, and may not
necessarily represent actual transactions):
<TABLE>
<CAPTION>
1995 1994
--------------------------- -------------------------
High Low High Low
----------- ------------ ----------- ----------
<S> <C> <C> <C> <C>
First Quarter $ 5 $ 4 3/8 $ 3 7/16 $ 3 1/8
Second Quarter 5 5/8 5 3 7/16 3 7/16
Third Quarter 5 5/8 5 5 5/16 3 7/16
Fourth Quarter 5 5/8 5 5 5/8 5
</TABLE>
As of February 9, 1996, the closing bid price of the Post-Split Shares on The
NASDAQ SmallCap Market was $5.00 per share and such shares were held by
approximately 3,569 holders of record.
Distributions
No cash distributions were paid on the Old Shares in 1994 or 1995. In 1993,
the Trust paid a taxable distribution of $1.25 per Post-Split Share, totaling
$1.5 million and equal to the Trust's 1992 taxable income, in the form of
either the Trust's 9% Series A Convertible Subordinated Debentures (the
"Debentures") or Uncertificated Convertible Subordinated Obligations (the
"Obligations"). The Debentures and Obligations were convertible until January
13, 1994, at a price of $0.80 per share. The Trust received $470,000 in new
equity from the conversion of the Debentures and the Obligations, which
resulted in issuance of 589,361 Old Shares (117,872 Post-Split Shares). For
non-converted Debentures and Obligations, interest is payable on June 30 and
December 31 each year. The Debentures and Obligations are scheduled to mature
on June 30, 2003, and are redeemable by the Trust at any time at 100% of the
principal amount together with accrued but unpaid interest. In December 1994,
the Trust redeemed all outstanding Obligations. The principal balance of the
Debentures at November 30, 1995, totaled $929,000.
At the same time as the Trust's 1993 distribution to shareholders, the Trust
also issued share purchase rights to
11
<PAGE> 12
ITEM 5. MARKET FOR REGISTRANT'S SHARES OF BENEFICIAL INTEREST
AND RELATED SHAREHOLDER MATTERS (Continued)
Distributions (Continued)
shareholders of record on September 15, 1993. One share purchase right was
issued for each Trust Old Share held by owners of 400 or more Old Shares. Four
share purchase rights entitled the holder to purchase one additional Old Share
at a purchase price of $0.73 until January 13, 1994. Holders of fewer than 400
Old Shares received $0.01 per share cash payment in lieu of the share purchase
rights. The Trust received $296,100 in cash and new equity from exercise of
share purchase rights which resulted in issuance of 404,885 additional Old
Shares (80,977 Post-Split Shares).
Future distributions to shareholders will be dependent upon the Trust's
realized income, financial condition, capital requirements, and other factors
deemed relevant by the Board. In general, the Board intends to make cash
distributions to shareholders only to the minimum extent required to maintain
the Trust's qualification as a real estate investment trust ("REIT").
Rights Agreement
On March 24, 1989, the Trust distributed one share purchase right for each
outstanding Old Share pursuant to a Rights Agreement dated March 10, 1989, as
amended (the "Rights Agreement"). Under such Rights Agreement, each share
certificate also represents one "Share Purchase Right" which, under the
circumstances described therein, entitled the holder to purchase one Old Share
for $12. With effectuation of the one-for-five reverse share split, the Share
Purchase Rights have been proportionately adjusted so that each new Post-Split
Share certificate also represents one Share Purchase Right (a "Right") which
permits the holder to purchase one Post-Split Share for $60. After the Rights
become exercisable, the holders have the right to buy, for the exercise price,
Post-Split Shares with a market value of twice the exercise price. The Board
may redeem the Rights in whole, but not in part, at a Post-Split Share adjusted
redemption price equal to $0.05 per Right. The Rights are exercisable only
after a person or group acquires (other than from the Trust or by exercise of
rights) or commences a tender or exchange offer for 30% of the outstanding
Post-Split Shares or if the Trustees declare any holder of 10% or more of such
outstanding Post-Split Shares to be an "Adverse Person" (as defined in the
Rights Agreement). The Rights expire on March 24, 1999. In any merger or
consolidation after the Rights become exercisable, each Right will be converted
into the right to purchase, for the $60 exercise price, shares or equity
interests of the surviving entity with a market value of twice the exercise
price.
Odd-Lot Offer
Following the one-for-five reverse share split, on December 1, 1995, the Trust
offered to purchase all shares of its beneficial interest, no par value, of
each shareholder holding 99 or fewer Post-Split Shares (or less than 500 Old
Shares) of the Trust either of record or beneficially on December 1, 1995.
Under such offer, as extended on January 22, 1996, the Trust will purchase all
Post-Split Shares duly tendered prior to 5:00 P.M., New York City time, on
February 29, 1996 (the "Extended Expiration Date"), unless further extended in
writing, at a price equal to the next closing price of the Trust's Post-Split
Shares as reported by the NASDAQ InterDealer Quotation System on the day the
Trust, through its Transfer Agent and Registrar, receives the Letter of
Transmittal properly completed, signed, and validly tendered, with certificates
for Old Shares attached, at the address listed in the Letter of Transmittal.
The Trust is to pay all expenses in connection with the sale pursuant to such
offer, and a tendering shareholder will not be required to pay any brokerage
commissions or similar charges. As of February 20, 1996, 30,220 Post-Split
Shares had been validly tendered to and purchased by the Trust.
12
<PAGE> 13
ITEM 6. SELECTED FINANCIAL DATA (Dollars in thousands, except per share data)
<TABLE>
<CAPTION>
For the Years Ended November 30,
-----------------------------------------------------------------------------
1995 1994 1993 1992 1991
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
OPERATING DATA
Income . . . . . . . . . . . . . $ 8,437 $ 6,846 $ 6,042 $ 4,679 $ 3,805
Expense . . . . . . . . . . . . 8,410 7,275 6,649 5,174 6,790
--------- --------- --------- --------- ---------
Income (loss) before gain on
sale of real estate . . . . . 27 (429) (607) (495) (2,985)
Gain on sale of real estate . . - - - 1,875 -
--------- --------- --------- --------- ---------
Net income (loss) . . . . . . . $ 27 $ (429) $ (607) $ 1,380 $ (2,985)
========= ========= ========= ========= =========
EARNINGS PER SHARE DATA (1)
Income (loss) before gain on
sale of real estate . . . . . $ .02 $ (.31) $ (.51) $ (.41) $ (2.50)
Gain on sale of real estate . . - - - 1.57 -
--------- --------- --------- --------- ---------
Net income (loss) . . . . . . . $ .02 $ (.31) $ (.51) $ 1.16 $ (2.50)
========= ========= ========= ========= =========
Distributions . . . . . . . . . $ - $ - $ 1.25 $ - $ -
Weighted average shares . . . (2) 1,392,006 1,368,527 1,193,572 1,193,157 1,193,157
</TABLE>
<TABLE>
<CAPTION>
November 30,
-------------------------------------------------------------------------------
1995 1994 1993 1992 1991
----------- ----------- ----------- ------------ -----------
<S> <C> <C> <C> <C> <C>
BALANCE SHEET DATA
Real estate . . . . . . . . . . $ 31,927 $ 20,362 $ 20,438 $ 19,931 $ 9,962
Notes and interest receivable . 737 2,658 3,486 3,633 8,453
Total assets . . . . . . . . . . 36,978 22,738 23,478 22,556 16,723
Notes, debentures, and
interest payable . . . . . . . 26,491 12,442 13,058 10,006 6,220
Shareholders' equity . . . . . . 9,256 9,229 8,932 10,990 9,610
Book value per share . . . . . (1) $ 6.65 $ 6.63 $ 7.42 $ 9.21 $ 8.05
</TABLE>
<TABLE>
<CAPTION>
For the Years Ended November 30,
-----------------------------------------------------------------------------
1995 1994 1993 1992 1991
------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
OTHER DATA
- ----------
FUNDS FROM OPERATIONS . . . . . (3) $ 828 $ 469 $ 234 $ 165 $ (23)
Per Share . . . . . . . . . . (1) $ .59 $ .34 $ .20 $ .14 $ (.02)
</TABLE>
___________________________
(1) All share and per share data have been restated to give effect to the
one-for-five reverse share split effective December 1, 1995.
(2) Represents the weighted average shares of beneficial interest used in the
computation of earnings per share.
(3) Funds from operations ("FFO"), as defined by the National Association of
Real Estate Investment Trusts ("NAREIT"), equals net income (loss)
(computed in accordance with generally accepted accounting principles),
excluding gains (or losses) from debt restructuring and sales of
property, plus depreciation and amortization, and after adjustments for
unconsolidated partnerships and joint ventures. The Trust's calculation
of FFO equals net income (loss) plus depreciation of real estate and
provision for losses. The amortization of deferred financing costs and
prepaid leasing commissions is not considered in the calculation. FFO
does not represent cash flow from operating activities and should not be
considered as an alternative to net income as an indicator of the Trust's
operating performance or to cash flow as a measure of liquidity or the
ability to pay dividends.
13
<PAGE> 14
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
Consolidated Financial Statements and the accompanying Notes thereto.
Introduction
Vinland Property Trust (the "Trust") was organized on July 18, 1973, as a
nationwide real estate investment trust to invest in residential and commercial
properties. The Trust commenced operations on April 2, 1974.
At November 30, 1995, the Trust's real estate consisted of thirteen properties,
including ten apartment complexes, one shopping center, one combination office
building and shopping center, and one farm and luxury residence. All of the
Trust's real estate, except for the Phoenix Apartments and Cochonour
farm/residence, is pledged to secure first mortgage notes payable.
The Trust's management continues to focus on the capital appreciation of the
Trust's existing portfolio and the search for additional investments.
Management's first priority is to invest surplus funds in needed improvements
to the current real estate portfolio. The Trust intends to use additional
funds, generated from property operations, sales, and refinancings, to make
selective acquisitions, both residential and commercial, with a preference for
properties in the same geographical regions of the United States in which the
Trust currently operates. Current year acquisitions increased the Trust's
multifamily portfolio by 755 units to a total of 1,772 units at November 30,
1995.
Liquidity and Capital Resources
The Trust's principal sources of cash have been property operations, mortgage
receivable collections, and refinancing proceeds. The Trust does not
anticipate making additional mortgage loans except in connection with the sale
of property. During the third fiscal quarter of 1995, the Trust's mortgage
loan portfolio decreased significantly due to the in-substance foreclosure of
the Polynesia Village Apartments ("Polynesia"), discussed in more detail below
under "Investing Activities". The Trust believes that cash on hand along with
funds provided by property operations and anticipated external sources, such as
property sales and refinancings, is sufficient to fund any needed property
maintenance and capital improvements as well as meet the Trust's debt service
obligations.
Cash and cash equivalents totaled $2.8 million at November 30, 1995, as
compared with $209,000 at November 30, 1994. The primary reason for this
significant cash increase is the Aspentree Apartments refinancing, in which the
debt against that property was increased from $1.1 million to $4.0 million,
along with the other factors discussed below.
Operating Activities
The Trust's net cash flow from property operations (rentals collected less
payments for property operations) continues to increase from $1.1 million in
1993 to $2.0 million in 1994 and $2.8 million in 1995. This recorded
improvement resulted primarily from higher rental rates implemented on Trust
properties held in all three years as well as net cash flow from 1994 and 1995
acquisitions. Along with the benefit derived from the operations of these
acquired properties, the Trust incurred higher interest payments due to the
associated mortgage debt assumed, which is secured by these properties.
14
<PAGE> 15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
Investing Activities
During 1995, the Trust purchased three residential properties, consummated the
tax-free exchange for Riverside Apartments ("Riverside") in Austin, Texas, and
recorded the in-substance foreclosure of Polynesia. Under the terms of these
three separate transactions, the portion of the acquisition price paid in cash
totaled $258,000. The remainder of the acquisition price related to these
transactions was satisfied through the assumption of first mortgage debt
totaling $11.1 million and, in the case of Riverside, the conveyance of the
exchanged property, Westover Valley Apartments in Ft. Worth, Texas
("Westover"). Management intends to make future acquisitions with an emphasis
on multifamily properties in areas where the Trust presently operates.
However, there can be no assurance that the Trust will be able to continue to
increase the size of its portfolio at the rate obtained in 1995.
Subsequent to fiscal 1995, in December 1995, the Trust acquired a 20% general
partner interest and a 37% limited partner interest in Larchmont Associates
Limited Partnership in consideration for a cash investment of $411,565. The
partnership owns Larchmont West Apartments ("Larchmont"), a 504 unit complex in
Toledo, Ohio, which collateralizes nonrecourse mortgage debt totaling $5.5
million. The Trust holds a controlling interest and will, therefore,
consolidate the operations of Larchmont.
Collections of notes receivable increased from $435,000 in 1993 to $642,000
during fiscal 1994 and decreased to $181,000 in fiscal 1995, primarily due to
the Cochonour note receivable ("Cochonour"). In relation to this note, the
Trust collected, during fiscal 1993, 1994, and 1995, $423,000, $386,000, and
$110,000, respectively. Also, two of the Trust's other mortgage loans were paid
in full, one in the amount of $200,000 in the third quarter of 1994 and one in
the amount of $66,000 in the second quarter of 1995.
The Trust expects note receivable collections to continue to decline as
existing mortgage loans are paid off and does not anticipate funding additional
loans in the future, except in connection with property sales. However, during
1995 and pursuant to the restructured terms of the mortgage loan secured by a
second lien on Polynesia, the Trust funded an additional $196,000 to the
borrower for renovations that the Trust supervised. In August 1995, the Trust
and the borrower agreed to a settlement of litigation involving the mortgage
whereby the Trust gained control of the property and as a result recorded an
in-substance foreclosure, as noted above. Simultaneously, the deed to the
property was placed in escrow to be transferred to the Trust upon payment of an
additional $100,000 by February 22, 1996.
The Trust paid $534,000 for aggregate property capital improvements during
fiscal 1995. This is compared to $975,000 of improvements during fiscal 1994,
including $500,000 related to the exchange of Westover for Riverside, as
discussed below. The remaining 1994 improvements were primarily related to the
One Turtle Creek Office Complex. The Trust anticipates approximately $450,000
of property improvements will be made during fiscal 1996 to properties
currently owned.
Financing Activities
During fiscal 1995, the Trust obtained first mortgage financing totaling $5.3
million on two Trust properties, receiving net cash proceeds of $3.6 million
after the payoff of $1.4 million in existing debt. The balance of the
15
<PAGE> 16
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Liquidity and Capital Resources (Continued)
Financing Activities (Continued)
refinancing proceeds was used to fund escrows and pay the associated loan
closing costs. In connection with these refinancings, the Trust paid Tarragon
Realty Advisors, Inc. ("Tarragon"), the Trust's advisor since March 1, 1994,
refinancing fees totaling $53,360 based on the new mortgage loan amounts.
Additionally, the Trust made other mortgage principal payments totaling
$901,000 during fiscal 1995. Also, in January 1995, the Trust extended the
maturity date of the $1.9 million mortgage note secured by One Turtle Creek
Office Complex from March 1995 to February 2005.
Mortgage principal payments totaling $479,000 are due in fiscal 1996, and it is
the Trust's intention to make the payments when due. At November 30, 1995,
mortgage principal payments totaling $11.1 million are scheduled to mature
during fiscal 1997. Of this amount, $3.2 million is secured by Villas at
Central Park Apartments, which were sold in January 1996. For a discussion of
the disposition, see NOTE 3. "REAL ESTATE AND DEPRECIATION". Additionally,
$5.7 million of 1997 scheduled maturities is secured by Polynesia, which the
Trust currently anticipates selling during 1996. The Trust plans to either pay
the remaining $2.2 million or extend the due dates while attempting to obtain
long term refinancing. However, while management is confident of its ability
to acquire financing as needed, there is no assurance that the Trust will
continue to be successful in its efforts in this regard.
The Board of Trustees (the "Board") approved a one-for-five reverse share split
of all of the Trust's shares of beneficial interest which was effective at the
close of business on December 1, 1995, on the basis of one new share (a
"Post-Split Share") for each five shares then outstanding (each an "Old
Share").
In October 1993, the Trust issued share purchase rights to shareholders owning
400 or more Old Shares. Four share purchase rights entitled the holder to
purchase one additional Old Share at a price of $0.73 until January 13, 1994.
Holders of fewer than 400 Old Shares received a $0.01 per Old Share cash
payment in lieu of share purchase rights. The Trust received $296,100 in cash
and new equity from the exercise of the share purchase rights, which resulted
in the issuance of 404,885 Old Shares (80,977 Post-Split Shares).
Also in October 1993, the Trust paid to shareholders a taxable distribution of
$1.25 per Post-Split Share, totaling $1.5 million, in the form of either the
Trust's 9% Series A Convertible Subordinated Debentures ("Debentures") or
Uncertificated Convertible Subordinated Obligations ("Obligations"). The
Debentures and Obligations were convertible until January 1994 at a price of
$0.80 per Old Share. The Trust received $470,000 in new equity from the
conversion of Debentures and Obligations, which resulted in the issuance of
589,361 Old Shares (117,872 Post-Split Shares). For nonconverted Debentures
and Obligations, interest is payable semi-annually. The Debentures and
Obligations mature June 30, 2003, and are redeemable by the Trust at any time
at 100% of the principal amount together with accrued unpaid interest. On
December 30, 1994, the Trust redeemed all the outstanding Obligations. See
NOTE 5. "NOTES, DEBENTURES, AND INTEREST PAYABLE".
16
<PAGE> 17
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations
1995 COMPARED TO 1994. The Trust reported net income for fiscal 1995 of
$27,000 as compared to a net loss of $429,000 for fiscal 1994. The underlying
explanations for this improvement in 1995 operating results are more fully
discussed in the following paragraphs.
Net rental income (rental revenue less property operating expenses) increased
from $2.1 million in fiscal 1994 to $2.6 million in fiscal 1995. The
operations of the five multifamily properties acquired during 1995 increased
net rental income by $537,000, while net rental income for properties held in
both years fell by $21,000. With respect to properties held in both years,
increased common area maintenance recovery revenue and a reduction in rental
concessions, predominantly related to the Trust's commercial properties, had a
positive impact on net rental income. Additionally, aggregate rental rates
increased during 1995. These positive factors were more than offset by higher
operating expenses related to the Trust's continued efforts to improve the
physical appearance and marketability of its multifamily properties. As a
result, physical occupancy levels increased slightly for multifamily properties
held in both years.
Interest income decreased from $319,000 in fiscal 1994 to $131,000 in fiscal
1995. Interest income related to the Trust's note receivable secured by a
second lien mortgage on Polynesia decreased $160,000 as a result of the
associated borrower's Plan of Reorganization (the "Plan"). In accordance with
the terms of the Plan, interest income on the Trust's note receivable ceased
August 1994, as any excess cash flow generated from Polynesia operations was
paid first under the first lien mortgage terms and then toward property repairs
and maintenance. On August 31, 1995, the Trust recorded an in-substance
foreclosure of Polynesia. See NOTE 2. "NOTES AND INTEREST RECEIVABLE". Also,
in April 1995, two mortgage notes receivable with principal balances totaling
$176,000 were paid in full.
Interest expense increased from $1.2 million in fiscal 1994 to $1.4 million in
fiscal 1995. Of this increase, $285,000 resulted from interest expense
associated with loans assumed in connection with the five 1995 property
acquisitions. In addition, interest expense increased due to the refinancing
of the mortgage debt secured by the Southern Elms Apartments and the Aspentree
Apartments during 1995, increasing mortgage debt by a total of $3.9 million.
Depreciation expense increased from $898,000 in fiscal 1994 to $991,000 in
fiscal 1995 chiefly due to the five properties added to the Trust's portfolio
during 1995.
Advisory fees to Basic Capital Management, Inc., ("BCM") were $75,000 in fiscal
1994. Advisory fees to Tarragon totaled $157,000 in fiscal 1994 and $146,000
in fiscal 1995. Since March 1, 1994, Tarragon has provided advisory services
to the Trust under an advisory agreement. William S. Friedman, President,
Chief Executive Officer, and Trustee of the Trust, serves as a Director and
Chief Executive Officer of Tarragon. Tarragon is owned by Lucy N. Friedman,
Mr. Friedman's wife, and John A. Doyle, who serves as a Director and President
of Tarragon and Chief Financial Officer and Trustee of the Trust. The Friedman
and Doyle families together own approximately 27% of the outstanding shares of
the Trust. A majority of the officers of the Trust are also officers of
Tarragon. Under the prior advisory agreement with BCM, the Trust paid a base
advisory fee of $25,000 per month. Under the advisory agreement with Tarragon,
effective for fiscal 1995, the Trust paid an incentive advisory fee equal to
16% per annum of adjusted funds from operations, as defined in the advisory
agreement. For a more detailed discussion of advisory fees and services, see
ITEM 10. "TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT - The
Advisor".
17
<PAGE> 18
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
General and administrative expenses decreased from $567,000 in fiscal 1994 to
$356,000 in fiscal 1995 primarily due to decreases in advisor cost
reimbursements and legal and professional fees. In 1994, legal fees included
amounts related to the Polynesia note receivable, which balance was settled in
August 1995. All related 1995 legal fees were added to the loan balance
pursuant to the modification. Additionally, stock transfer fees were higher in
1994 due to registering share purchase rights and debentures issued to
shareholders in October 1993.
The Trust recorded a provision for loss credit of $190,000 in August 1995 as a
result of the following events. A reversal of a $1.0 million previously
recorded allowance for loss related to the Polynesia mortgage and a $1.4
million provision for loss due to the permanent impairment of one of the
Trust's multifamily properties were both recorded in August 1995.
Additionally, the Trust determined that the remaining $802,000 balance of the
allowance for estimated losses was no longer required against the Trust's
mortgage loan portfolio, while a $241,000 allowance for estimated losses was
needed against the carrying value of one of its properties held for sale. As
such, the Trust recorded an additional reversal of $561,000 in August 1995.
See NOTE 2. "NOTES AND INTEREST RECEIVABLE" and NOTE 4. "ALLOWANCE FOR
ESTIMATED LOSSES AND PROVISIONS FOR LOSSES" in the Notes to the Consolidated
Financial Statements for a more detailed discussion.
1994 COMPARED TO 1993. The Trust's net loss decreased to $429,000 in fiscal
1994 from $607,000 in fiscal 1993. The primary factors contributing to the
improvement in the Trust's operating results are discussed in the following
paragraphs.
Net rental income (rental revenue less property operating expenses) increased
from $1.4 million in fiscal 1993 to $2.1 million in fiscal 1994. Of this
increase, $311,000 was attributable to higher rental rates on all Trust
properties. The Trust also benefited from a stronger retail market in Texas
during 1994, and, through efficient management and aggressive leasing
activities, the Trust increased its commercial physical occupancy levels which
contributed an additional $234,000 to 1994 net rental income. Although total
property operating expenses remained relatively stable from 1993 to 1994,
repairs and maintenance expenses decreased $257,000 during fiscal 1994, which
was slightly offset by a $116,000 increase in real estate taxes and property
insurance. While the Trust continued its policy of upgrading the condition of
its properties in an effort to increase rental rates and occupancy levels, the
amounts expended decreased during 1994 as a result of prior years'
expenditures.
Interest income increased from $289,000 in fiscal 1993 to $319,000 in fiscal
1994. Interest income related to the Polynesia note receivable increased from
$104,000 in 1993 to $160,000 in 1994. The Trust received cash flow interest
payments on this note through August 1994. Offsetting this increase was a
decrease in interest income of $32,000 related to the Trust's mortgage note
receivable secured by the Cochonour condominiums. Due to the sale of the
majority of these collateral condominiums, the principal balance of the note
was reduced, thereby reducing the related interest income.
Interest expense increased from $970,000 in fiscal 1993 to $1.2 million in
fiscal 1994, partially due to interest expense of $93,000 associated with the
Trust's nonconverted Debentures and Obligations, issued to shareholders in
October 1993, which accrue interest at 9% per annum. In addition, the mortgage
debt secured by French Villa Apartments was refinanced in the fourth quarter of
1993, increasing the mortgage principal balance from
18
<PAGE> 19
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Results of Operations (Continued)
$650,000 to $2.0 million and the related interest expense from $49,000 to
$167,500.
Depreciation expense increased from $841,000 in fiscal 1993 to $898,000 in
fiscal 1994. The Trust made capital improvements to its properties, primarily
the One Turtle Creek Office Building in Dallas, Texas, and the Villas at
Central Park Apartments in Orlando, Florida, totaling $1.3 million in 1993 and
$475,000 in 1994. These improvements are depreciated over the estimated useful
lives of the assets which range from 5 to 40 years.
Advisory fees to Tarragon were $157,000 in fiscal 1994. Advisory fees to BCM
were $75,000 for the first three months of fiscal 1994 and $154,000 in fiscal
1993. Under the prior advisory agreement with BCM, the Trust paid a base
advisory fee of $25,000 per month. Under the 1994 advisory agreement with
Tarragon, the Trust paid an annual base advisory fee of $50,000 plus an
incentive advisory fee equal to 16% per annum of adjusted funds from
operations, as defined in the advisory agreement. In accordance with the
Declaration of Trust, if operating expenses exceed a specified limitation, as
defined, all or a portion of the annual advisory fee is to be refunded by the
advisor to the Trust. In 1993, the effect of the operating expense limitation
required that BCM refund $146,000 of the 1993 advisory fee. For a more
detailed discussion of advisory fees and services, see ITEM 10. "TRUSTEES,
EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT - The Advisor".
General and administrative expenses increased from $315,000 in fiscal 1993 to
$567,000 in fiscal 1994. This increase was primarily due to increases in
advisor operating expense reimbursements and stock transfer fees for
registering share purchase rights and debentures issued to shareholders in
October 1993.
Allowance for Estimated Losses and Provisions for Losses
The Trust's management, on a quarterly basis, reviews the carrying values of
the Trust's mortgage loans and properties held for sale. Generally accepted
accounting principles require that the carrying value of a mortgage loan or a
property held for sale cannot exceed its cost or its estimated fair value. In
those instances in which estimates of fair value of the Trust's properties held
for sale or mortgage loans are less than the carrying values thereof at the
time of evaluation, an allowance for loss is provided by a charge against
operations. The estimates of fair value of the mortgage loans are based on
management's review and evaluation of the collateral properties securing the
mortgage loans. The review of collateral properties and properties held for
sale generally includes selective site inspections, a review of the property's
current rents compared to market rents, a review of the property's expenses, a
review of maintenance requirements, discussions with the manager of the
property, and a review of the surrounding area. Future quarterly reviews could
cause the Trust's management to adjust current estimates of fair value.
The Trust's management also reviews the Trust's properties held for investment
for impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. This review generally
consists of a review of the property's cash flow and current and projected
market conditions, as well as any changes in general and local economic
conditions. If an impairment loss exists based on the results of this review,
a loss is recognized by a charge against current earnings and a corresponding
reduction in the respective asset's carrying value. The amount of this
impairment loss is equal to the amount by which the carrying value of the
property exceeds its estimated fair value.
19
<PAGE> 20
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Environmental Matters
Under various federal, state, and local environmental laws, ordinances, and
regulations, the Trust may be potentially liable for removal or remediation
costs, as well as certain other potential costs (including governmental fines
and injuries to persons and property) relating to hazardous or toxic substances
where property-level managers have arranged for the removal, disposal, or
treatment of hazardous or toxic substances. In addition, certain environmental
laws impose liability for release of asbestos-containing materials into the
air, and third parties may seek recovery from the Trust for personal injury
associated with such materials.
The Trust's management is not aware of any environmental liability relating to
the above matters that would have a material adverse effect on the Trust's
business, assets, or results of operations.
Tax Matters
For the fiscal years 1995, 1994, and 1993, the Trust elected and, in the
opinion of the Trust's management, qualified to be treated as a Real Estate
Investment Trust ("REIT") as defined under Sections 856 through 860 of the
Internal Revenue Code of 1986, as amended (the "Code"). The Code requires a
REIT to distribute at least 95% of its REIT taxable income plus 95% of its net
income from foreclosure property, as defined in Section 857 of the Code, to
shareholders.
In October 1993, the Trust paid a $1.25 per Post-Split Share distribution in
the form of Trust debt obligations, totaling $1.5 million, equal to the Trust's
1992 taxable income and taxable as capital gain to shareholders. See NOTE 7.
"DISTRIBUTIONS TO SHAREHOLDERS".
Recent Accounting PronouncementS
In May 1993, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 114 - "Accounting by Creditors
for Impairment of a Loan", which amends SFAS No. 5 - "Accounting for
Contingencies" and SFAS No. 15 - "Accounting by Debtors and Creditors for
Troubled Debt Restructurings". The statement requires that notes receivable be
considered impaired when "based on current information and events, it is
probable that a creditor will be unable to collect all amounts due, both
principal and interest, according to the contractual terms of the loan
agreement". Impairment is to be measured on either the present value of
expected future cash flows, discounted at the note's effective interest rate,
or, if the note is collateral dependent, the fair value of the collateral. In
October 1994, the FASB issued SFAS No. 118 - "Accounting by Creditors for
Impairment of a Loan - Income Recognition and Disclosure" which amends SFAS No.
114. SFAS No. 118 eliminates the income recognition provisions of SFAS No.
114, substituting disclosure of the creditor's policy of income recognition on
impaired notes. SFAS No. 114 and SFAS No. 118 are both effective for fiscal
years beginning after December 15, 1994. The Trust's management anticipates
implementation of these statements will have no significant effect on the
Trust's interest income recognition policy or classification of loans.
In March 1995, the FASB issued SFAS No. 121 - "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of", which requires
impairment losses to be recorded on long-lived assets used in operations when
indicators of impairment are present and the undiscounted cash flows estimated
to be generated by those assets are less than the assets' carrying amounts.
SFAS No. 121 also requires that long-lived assets held for sale must be carried
at the lower of carrying amount or fair value less cost to sell, and
20
<PAGE> 21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS (Continued)
Recent Accounting Pronouncements (Continued)
depreciation is not to be taken with respect to such assets. The Trust will
adopt SFAS No. 121 in the first fiscal quarter of 1996 and, based on current
circumstances, does not believe the effect of adoption will be material.
The Trust estimates that if SFAS No. 121 had been adopted effective December 1,
1994, its depreciation would have been reduced by $85,000 and net income
increased by the same amount for fiscal 1995, and no additional provisions for
losses for either impairment of its properties held for investment or declines
in estimated fair value less cost to sell of its properties held for sale would
have been required.
In October 1995, the FASB issued SFAS No. 123 - "Accounting and Disclosure of
Stock-Based Compensation", which requires stock option disclosures based on
their fair value at the date of the grant. The recognition of compensation
cost for new and modified options may also be based on these fair values. SFAS
No. 123 is effective for fiscal years beginning after December 15, 1995. The
Trust is still evaluating the effects of adoption of this statement, but
management anticipates that, if any compensation costs related to share options
are incurred, such costs will be recorded using the guidance provided by the
Accounting Principles Board's Opinion No. 25 ("APB No. 25"). Under APB No. 25,
compensation costs related to share options issued pursuant to compensatory
plans are measured based on the difference between the quoted market price of
the stock at the measurement date (ordinarily the date of grant) and the
exercise price and should be charged to expense over the periods during which
the grantee performs the related services. All share options issued to date by
the Trust have exercise prices equal to the market price of the stock at the
date of grant. See NOTE 8. "SHARE OPTIONS".
[This space intentionally left blank.]
21
<PAGE> 22
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
Page
------
<S> <C>
Reports of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . . . . 23
Consolidated Balance Sheets -
November 30, 1995 and 1994 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Consolidated Statements of Operations -
Years Ended November 30, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . 26
Consolidated Statements of Shareholders' Equity -
Years Ended November 30, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . 27
Consolidated Statements of Cash Flows -
Years Ended November 30, 1995, 1994, and 1993 . . . . . . . . . . . . . . . . . . . . 28
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 30
Schedule III - Real Estate and Accumulated Depreciation . . . . . . . . . . . . . . . . . . 42
Schedule IV - Mortgage Loans on Real Estate . . . . . . . . . . . . . . . . . . . . . . . . 44
</TABLE>
All other schedules are omitted because they are not required, are not
applicable, or the information required is included in the Consolidated
Financial Statements or the notes thereto.
22
<PAGE> 23
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Board of Trustees of Vinland Property Trust
We have audited the accompanying consolidated balance sheets of Vinland
Property Trust and subsidiaries as of November 30, 1995 and 1994, and the
related statements of operations, shareholders' equity, and cash flows for each
of the two years in the period ended November 30, 1995. These financial
statements and the schedules referred to below are the responsibility of the
Trust's management. Our responsibility is to express an opinion on these
financial statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Vinland Property Trust and
subsidiaries as of November 30, 1995 and 1994, and the results of their
operations and their cash flows for each of the two years in the period ended
November 30, 1995, in conformity with generally accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The Supplemental Schedules III and IV
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic financial statements and, in our opinion, fairly state in all
material respects the financial data required to be set forth therein in
relation to the basic financial statements taken as a whole.
Arthur Andersen LLP
Dallas, Texas
January 31, 1996
23
<PAGE> 24
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Board of Trustees of Vinland Property Trust
We have audited the accompanying consolidated statements of operations,
shareholders' equity, and cash flows of Vinland Property Trust and Subsidiaries
for the year ended November 30, 1993. We have also audited the schedules
listed in the accompanying index. These financial statements and schedules are
the responsibility of the Trust's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements and
schedules are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements and schedules. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements and schedules.
We believe our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated statements referred to above present fairly,
in all material respects, the consolidated results of the operations of Vinland
Property Trust and Subsidiaries and their cash flows for the year ended
November 30, 1993, in conformity with generally accepted accounting principles.
Also, in our opinion, the schedules referred to above present fairly, in all
material respects, the information set forth therein.
BDO Seidman
Dallas, Texas
February 17, 1994
24
<PAGE> 25
VINLAND PROPERTY TRUST
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
November 30, November 30,
------------------ -----------------
1995 1994
------------------ -----------------
(dollars in thousands)
<S> <C> <C>
Assets
------
Real Estate
Held for investment, net of accumulated depreciation
($4,660 in 1995 and $4,141 in 1994) . . . . . . . . . . . $ 18,244 $ 18,761
Held for sale, net of accumulated depreciation
($612 in 1995 and $140 in 1994) . . . . . . . . . . . . . 13,683 1,601
------------------ -----------------
31,927 20,362
Less - allowance for estimated losses . . . . . . . . . . . . . (241) -
------------------ -----------------
31,686 20,362
Notes and interest receivable
Performing . . . . . . . . . . . . . . . . . . . . . . . . . 737 919
Nonperforming, nonaccruing . . . . . . . . . . . . . . . . . - 1,739
------------------ -----------------
737 2,658
Less - allowance for estimated losses . . . . . . . . . . . . . - (1,802)
------------------ -----------------
737 856
Cash and cash equivalents. . . . . . . . . . . . . . . . . . . 2,847 209
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . 1,708 1,311
------------------ -----------------
$ 36,978 $ 22,738
================== =================
Liabilities and Shareholders' Equity
------------------------------------
Liabilities
Notes, debentures, and interest payable . . . . . . . . . . . . $ 26,491 $ 12,442
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . 1,231 1,067
------------------ -----------------
27,722 13,509
Commitments and contingencies . . . . . . . . . . . . . . . . .
Shareholders' equity
Shares of beneficial interest, no par value; authorized
shares, unlimited; issued and outstanding
(1,392,006 shares in 1995 and in 1994) . . . . . . . . . . . 2,318 2,318
Paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . 43,876 43,876
Accumulated distributions in excess of
accumulated earnings . . . . . . . . . . . . . . . . . . . . (36,938) (36,965)
------------------ -----------------
9,256 9,229
------------------ -----------------
$ 36,978 $ 22,738
================== =================
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
25
<PAGE> 26
VINLAND PROPERTY TRUST
CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
For the Years Ended November 30,
---------------------------------------------
1995 1994 1993
------------ ----------- -----------
(dollars in thousands, except per share)
<S> <C> <C> <C>
Income
Rentals . . . . . . . . . . . . . . . . . . . . . . . . $ 8,306 $ 6,527 $ 5,753
Interest . . . . . . . . . . . . . . . . . . . . . . . 131 319 289
------------ ----------- -----------
8,437 6,846 6,042
Expense
Property operations (including $83 in 1995,
$69 in 1994, and $90 in 1993 to affiliates) . . . . 5,666 4,405 4,369
Interest . . . . . . . . . . . . . . . . . . . . . . . 1,441 1,173 970
Depreciation . . . . . . . . . . . . . . . . . . . . . 991 898 841
Advisory fee to affiliate . . . . . . . . . . . . . . . 146 157 -
Advisory fee to prior advisor . . . . . . . . . . . . . - 75 154
General and administrative (including $165 in 1995,
$161 in 1994, and $87 in 1993 to affiliates) . . . . 356 567 315
Provision for losses . . . . . . . . . . . . . . . . . . (190) - -
------------ ----------- -----------
8,410 7,275 6,649
------------ ----------- -----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 27 $ (429) $ (607)
============ =========== ===========
Earnings per share
Net income (loss) . . . . . . . . . . . . . . . . . . . . $ .02 $ (.31) $ (.51)
============ =========== ===========
Weighted average shares of beneficial
interest used in computing earnings per share . . . . . 1,392,006 1,368,527 1,193,572
============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
26
<PAGE> 27
VINLAND PROPERTY TRUST
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Accumulated
Shares of Distributions
Beneficial Interest in Excess of
--------------------------- Paid-in Accumulated Shareholders'
Shares Amount Capital Earnings Equity
----------- ------------ ----------- ------------- --------------
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance, November 30, 1992 . . . . 1,193,157 $ 1,989 $ 43,439 $ (34,438) $ 10,990
Distributions . . . . . . . . . . . - - - (1,491) (1,491)
Conversion of debentures
and obligations . . . . . . . . 5,656 9 14 - 23
Exercise of share purchase
rights . . . . . . . . . . . . 4,710 8 9 - 17
Net (loss) . . . . . . . . . . . . - - - (607) (607)
----------- ------------ ----------- ---------- -----------
Balance, November 30, 1993 . . . . 1,203,523 2,006 43,462 (36,536) 8,932
Conversion of debentures
and obligations . . . . . . . . 112,216 185 262 - 447
Exercise of share purchase
rights . . . . . . . . . . . . 76,267 127 152 - 279
Net (loss) . . . . . . . . . . . . - - - (429) (429)
----------- ------------ ----------- ---------- -----------
Balance, November 30, 1994 . . . . 1,392,006 2,318 43,876 (36,965) 9,229
Net income . . . . . . . . . . . . - - - 27 27
----------- ------------ ----------- ---------- -----------
Balance, November 30, 1995 . . . . 1,392,006 $ 2,318 $ 43,876 $ (36,938) $ 9,256
=========== ============ =========== ========== ===========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
27
<PAGE> 28
VINLAND PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
For the Years Ended November 30,
-------------------------------------------
1995 1994 1993
--------- --------- ---------
(dollars in thousands)
<S> <C> <C> <C>
Cash Flows from Operating Activities
Rentals collected . . . . . . . . . . . . . . . . . . . . . $ 8,320 $ 6,448 $ 5,624
Interest collected . . . . . . . . . . . . . . . . . . . . 128 253 210
Interest paid . . . . . . . . . . . . . . . . . . . . . . . (1,383) (1,097) (928)
Payments for property operations (including $83
in 1995, $69 in 1994, and $90 in 1993 to affiliates) . . (5,532) (4,447) (4,547)
General and administrative expenses paid
(including $165 in 1995, $161 in 1994, and $87
in 1993 to affiliates) . . . . . . . . . . . . . . . . . (427) (373) (354)
Advisory fee (paid to) affiliate . . . . . . . . . . . . . (138) (104) -
Advisory fee received from (paid to) prior advisor . . . . 115 (30) (300)
Deferred financing costs paid . . . . . . . . . . . . . . . (272) (75) (89)
--------- ---------- ----------
Net cash provided by (used in) operating activities . . . 811 575 (384)
--------- ---------- ----------
Cash Flows from Investing Activities
Acquisition of real estate . . . . . . . . . . . . . . . . (258) - -
Collections of notes receivable . . . . . . . . . . . . . . 181 642 435
Funding of note receivable . . . . . . . . . . . . . . . . (196) - (200)
Real estate improvements . . . . . . . . . . . . . . . . . (534) (975) (1,342)
--------- ---------- ----------
Net cash (used in) investing activities . . . . . . . . . (807) (333) (1,107)
--------- ---------- ----------
Cash Flows from Financing Activities
Proceeds from borrowings . . . . . . . . . . . . . . . . . 5,336 - 2,531
Payments of notes payable . . . . . . . . . . . . . . . . . (2,343) (454) (1,045)
Exercise of share purchase rights . . . . . . . . . . . . . - 279 17
Redemption of uncertificated obligations . . . . . . . . . . (91) - -
Replacement escrow (deposits) receipts, net . . . . . . . . (268) 8 (4)
--------- ---------- ----------
Net cash provided by (used in) financing activities . . . 2,634 (167) 1,499
--------- ---------- ----------
Net increase in cash and cash equivalents . . . . . . . . . 2,638 75 8
Cash and cash equivalents, beginning of year . . . . . . . . 209 134 126
--------- ---------- ----------
Cash and cash equivalents, end of year . . . . . . . . . . . $ 2,847 $ 209 $ 134
========= ========== ==========
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
28
<PAGE> 29
VINLAND PROPERTY TRUST
CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)
<TABLE>
<CAPTION>
For the Years Ended November 30,
---------------------------------------------
1995 1994 1993
---------- ---------- ---------
(dollars in thousands)
<S> <C> <C> <C>
Reconciliation of net income (loss) to net cash
provided by (used in) operating activities:
Net income (loss) . . . . . . . . . . . . . . . . . . . . $ 27 $ (429) $ (607)
Depreciation and amortization . . . . . . . . . . . . . 1,137 958 894
Provision for losses . . . . . . . . . . . . . . . . . (190) - -
Changes in other assets and liabilities, net
of effects of noncash investing and
financing activities
(Increase) in interest receivable . . . . . . . . . . - (65) (76)
(Increase) in other assets . . . . . . . . . . . . . (65) (222) (482)
Increase (decrease) in other liabilities . . . . . . (104) 287 (114)
Increase in interest payable . . . . . . . . . . . . 6 46 24
Other . . . . . . . . . . . . . . . . . . . . . . . . - - (23)
---------- ---------- --------
Net cash provided by (used in)
operating activities . . . . . . . . . . . . . . . $ 811 $ 575 $ (384)
========== ========== ========
</TABLE>
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
<TABLE>
<S> <C>
For the year ended November 30, 1995:
- -------------------------------------
Assets acquired or relinquished and liabilities assumed in connection with the acquisition of real estate:
Real estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 13,393
Notes receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1,935)
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 194
Mortgage debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (11,142)
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (252)
--------------
Cash paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 258
==============
For the year ended November 30, 1994:
- -------------------------------------
Conversion of Convertible Debentures and Obligations . . . . . . . . . . . . . . . . . . . . . . $ 447
Note receivable received as consideration in the partial settlement
of another mortgage note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
Obligation assumed in connection with property exchange . . . . . . . . . . . . . . . . . . . . . 240
Real estate acquired in partial satisfaction of a note receivable . . . . . . . . . . . . . . . . 241
For the year ended November 30, 1993:
- -------------------------------------
Distribution of Convertible Debentures and Obligations . . . . . . . . . . . . . . . . . . . . . $ 1,491
Conversion of Convertible Debentures and Obligations . . . . . . . . . . . . . . . . . . . . . . 23
Notes receivable received as consideration in the partial settlement
of another mortgage note receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 143
</TABLE>
The accompanying notes are an integral part of these Consolidated Financial
Statements.
29
<PAGE> 30
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
The accompanying Consolidated Financial Statements of Vinland Property Trust,
subsidiaries, and the consolidated partnerships (the "Trust") have been
prepared in conformity with generally accepted accounting principles ("GAAP"),
the most significant of which are described in NOTE 1. "SIGNIFICANT ACCOUNTING
POLICIES". The preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ
from those estimates. These, along with the remainder of the Notes to
Consolidated Financial Statements, are an integral part of the Consolidated
Financial Statements. The data presented in the Notes to Consolidated Financial
Statements are as of November 30 of each year and for the fiscal year then
ended, unless otherwise indicated. Dollar amounts in tables are in thousands,
except per share amounts.
Certain balances for 1993 and 1994 have been reclassified to conform to the
1995 presentation.
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES
Organization and Trust business. Vinland Property Trust and its subsidiaries
("VPT") is a California business trust organized July 18, 1973. The Trust was
formed to invest in real estate, including commercial and apartment properties,
and, to a lesser extent, finance real estate through mortgage loans.
Basis of consolidation. The Consolidated Financial Statements include the
accounts of VPT and partnerships which it controls. All significant
intercompany transactions and balances have been eliminated.
Real estate and depreciation. Real estate is carried at the lower of cost or
estimated fair value. Foreclosed real estate is initially recorded at new
cost, defined as the lower of the Trust's note receivable carrying amount or
the fair value of the collateral property less estimated costs of sale. The
Trust capitalizes property improvements and major rehabilitation projects which
increase the value of the respective property and have useful lives greater
than one year, except for individual expenditures less than $10,000 which are
not part of a planned renovation project. Depreciation is provided for by the
straight-line method over the estimated useful lives of the assets, which range
from 5 to 40 years.
The Trust's management reviews the Trust's properties held for investment for
impairment whenever events or changes in circumstances indicate that the
carrying value of an asset may not be recoverable. This review generally
consists of a review of the properties' cash flow and current and projected
market conditions, as well as any changes in general and local economic
conditions. If an impairment loss exists based on the results of this review,
a loss is recognized by a charge against current earnings and a corresponding
reduction in the respective asset's carrying value. The amount of this
impairment loss is equal to the amount by which the carrying value of the
property exceeds the estimated fair value.
At least annually, all properties held for sale are reviewed by the Trust's
management, and a determination is made if the held for sale classification
remains appropriate. The following are among the factors considered in
determining that a change in classification to held for investment is
appropriate: (i) the property has been held for at least one year; (ii) Trust
management has no intent to dispose of the property within the next twelve
months; (iii) the property is a "qualifying asset" as defined in the Internal
Revenue Code of 1986, as amended (the "Code"); (iv) property improvements have
been funded; and (v) the Trust's financial resources are such that the property
can be held long-term.
30
<PAGE> 31
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 1. SIGNIFICANT ACCOUNTING POLICIES (Continued)
Allowance for estimated losses. Valuation allowances are provided for
estimated losses on mortgage notes receivable and properties held for sale to
the extent that the investment in the notes or properties exceeds the Trust's
estimate of fair value of the collateral securing the notes or the properties.
The provisions for losses are based on estimates, and actual losses may vary
from current estimates. Such estimates are reviewed periodically. Any
additional provision determined to be necessary or the reversal of any existing
allowance no longer required is recorded by a charge or credit to current
earnings.
Interest recognition on notes receivable. It is the Trust's policy to cease
recognizing interest income on notes receivable that have been delinquent for
60 days or more. In addition, accrued but unpaid interest income is recognized
only to the extent that the fair value of the underlying collateral exceeds the
carrying value of the receivable.
Cash equivalents. The Trust considers all highly liquid debt instruments
purchased with maturities of three months or less to be cash equivalents.
Other Assets. Other assets consist primarily of tenant accounts receivable,
prepaid leasing commissions, escrow deposits, and deferred borrowing costs.
Prepaid leasing commissions are amortized to leasing commission expense,
included in property operating expenses, on the straight-line method over the
related lease terms. Deferred borrowing costs are amortized on the
straight-line method (which approximates the effective interest method) over
the related loan terms, and such amortization is included in interest expense.
Revenue recognition on the sale of real estate. Sales of real estate are
recorded when and to the extent permitted by Statement of Financial Accounting
Standards ("SFAS") No. 66 - "Accounting for Sales of Real Estate". Until the
requirements of SFAS No. 66 for full profit recognition have been met,
transactions are accounted for using the deposit, installment, cost recovery,
or financing method, whichever is appropriate.
Earnings per share. Income (loss) per share of beneficial interest is computed
based upon the weighted average number of shares outstanding during each fiscal
year. Effective December 1, 1995, the Board of Trustees (the "Board") approved
a one-for-five reverse share split of all the Trust's shares of beneficial
interest on the basis of one new share (a "Post-Split Share") for each five
shares then outstanding (each an "Old Share"). All share and per share data
have been restated to give effect to the one-for-five reverse share split.
Fair value of financial instruments. The carrying value of the Trust's cash
and cash equivalents approximates fair value. The Trust uses the following
assumptions in estimating the fair value of its notes receivable and notes
payable. For performing notes receivable, the fair value is estimated by
discounting future expected cash flows using current interest rates for similar
loans. For nonperforming notes receivable, the estimated fair value of the
Trust's interest in the collateral property is used. For notes payable, the
fair value is estimated by discounting future expected cash flows using current
rates for mortgages with similar terms and maturities. The estimated fair
values presented do not purport to present amounts to be ultimately realized by
the Trust. The amounts ultimately realized may vary significantly from the
estimated fair values presented.
31
<PAGE> 32
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2. NOTES AND INTEREST RECEIVABLE
Notes and interest receivable consisted of the following at November 30:
<TABLE>
<CAPTION>
1995 1994
----------------------------- -----------------------------
Estimated Estimated
Fair Book Fair Book
Value Value Value Value
------------ ------------ ----------- -------------
<S> <C> <C> <C> <C>
Notes Receivable
Performing . . . . . . . . . . . . . . . . . . $ 736 $ 731 $ 939 $ 913
Nonperforming, nonaccruing . . . . . . . . . . - - 1,757 1,757
------------ ------------ ----------- -------------
$ 736 731 $ 2,696 2,670
============ ===========
Interest receivable . . . . . . . . . . . . . . 6 6
Unamortized (discount) . . . . . . . . . . . . - (18)
------------ -------------
$ 737 $ 2,658
============ =============
</TABLE>
Notes receivable at November 30, 1995, mature from 1996 through 1999, with
interest rates ranging from 7% to 10% per annum. All notes receivable are
recourse obligations of the respective borrowers and are secured by real
estate. Scheduled principal maturities in fiscal 1996 total $603,000.
The Trust recognizes interest income on nonperforming notes receivable only to
the extent of cash received. Notes receivable are considered to be
nonperforming when they become 60 days or more delinquent. For fiscal 1995,
1994, and 1993, unrecognized interest income on nonperforming notes receivable
totaled $187,000, $44,000, and $96,000, respectively. Such unrecognized
interest income will not ultimately be collected by the Trust as the mortgage
notes to which the amounts relate have been satisfied by either full principal
payment or foreclosure of the collateral property. Interest income on
nonperforming notes receivable recorded to the extent of cash received amounted
to $160,000 and $104,000 during fiscal 1994 and 1993, respectively. The Trust
did not recognize any interest income on nonperforming notes receivable during
fiscal 1995.
The Trust's mortgage loan secured by the Cochonour farm and residence
("Cochonour") matured in December 1990. In September 1991, the guarantor
provided additional collateral in the form of first lien mortgages and
assignments of mortgages on condominium units located in Cook County, Illinois.
In return, the Trust extended the maturity date of the note to December 7,
1995, and all accrued but unpaid interest was added to principal, increasing
the outstanding principal balance of the note to $1.4 million. During 1993 and
1994, eighteen of the twenty condominium units securing Cochonour were sold,
and, in accordance with the modified terms of the note, the proceeds of such
sales were applied to reduce the principal balance of the note. In connection
with the sale of three units, the Trust accepted five-year notes in the
principal amounts of $69,900, $73,000, and $66,400, secured by each respective
unit. Terms of the condominium notes provide for monthly payments of principal
and interest based upon a 25-year amortization, with the unpaid principal
balance due at the notes' maturities. The notes bear interest from 6% to 7%
per annum for the first two years and from 8% to 9% per annum thereafter. In
September 1994, the Trust and the borrower agreed to a settlement of the
Cochonour Note. Under the agreed-upon terms, a portion of the collateral
property, a farm and luxury residence in Carroll County, Missouri, was conveyed
to the Trust. In April 1995, the two remaining condominium units securing the
note were sold, and the net proceeds of sale were remitted to the Trust for
application against and payment in full of the principal balance of the
Cochonour Note of $110,000.
32
<PAGE> 33
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 2. NOTES AND INTEREST RECEIVABLE (Continued)
In August 1995, the Trust and the borrower agreed to a settlement of the $2.0
million note receivable secured by a second lien mortgage on Polynesia Village
Apartments, a 448-unit apartment complex located in Tacoma, Washington
("Polynesia"), which is subject to $5.8 million senior underlying debt. In
accordance with the terms of the agreement, in August 1995, the Trust paid the
borrower $75,000 and gained control of the property. Simultaneously, the deed
to the property was placed in escrow to be transferred to the Trust upon
payment of an additional $100,000 by February 22, 1996. At August 31, 1995, the
Trust recorded an in-substance foreclosure of Polynesia, which is classified
with "Real Estate - Held for sale" in the accompanying November 30, 1995,
Consolidated Balance Sheet. As the estimated fair value of the property
exceeded the Trust's recorded investment in the mortgage note, a $1.0 million
previously established allowance for estimated loss was reversed with a
corresponding credit to provision for losses in August 1995.
NOTE 3. REAL ESTATE AND DEPRECIATION
In May 1995, the Trust purchased three apartment complexes: Collegewood,
Florida Towers, and Jefferson Towers, located in Tallahassee, Florida, for $2.5
million, subject to an existing nonrecourse wrap mortgage of $2.4 million. The
Trust assumed the existing mortgage loan and paid the remaining purchase price,
along with closing costs, of $118,000 in cash from the general working capital
of the Trust. Concurrently with the execution of the loan assumption, on June
5, 1995, the Trust paid the lender $300,000 in cash reducing the principal
balance by the same amount. The mortgage loan calls for monthly interest
payments calculated at 10% per annum and matures June 1997.
The Trust purchased the above properties from Investors Florida Capitol Fund
II, Ltd., a Florida limited partnership (the "Seller"). Investors General,
Inc. ("IGI"), which owns a 1% general partnership interest in the Seller, is
owned by Investors General Acquisition Corporation ("IGAC"). John A. Doyle,
Trustee and Chief Financial Officer of the Trust, is a 62.5% stockholder of
IGAC. Mr. Doyle also serves as Director and President of Tarragon Realty
Advisors, Inc. ("Tarragon"), the Trust's advisor since March 1, 1994.
Tarragon is owned by Lucy N. Friedman, William S. Friedman's wife, and Mr.
Doyle. Mr. Friedman serves as President, Chief Executive Officer, and Trustee
of the Trust and Director and Chief Executive Officer of Tarragon. The
Friedman and Doyle families together own approximately 27% of the outstanding
shares of the Trust. The purchase price of the properties was based on their
fair market values, and the entire transaction was approved by a majority of
the limited partners of the Seller as well as the unaffiliated Trustees of the
Trust. IGI and Messrs. Friedman and Doyle abstained in the votes.
In August 1994, the Trust entered into a tax-free exchange contract involving
Westover Valley Apartments ("Westover") in Fort Worth, Texas, and Riverside
Apartments ("Riverside") in Austin, Texas. In August 1995, the exchange was
completed whereby the Riverside title was transferred to the Trust and the
Westover title was relinquished by the Trust. In connection with the exchange
closing, the Trust assumed the $2.9 million mortgage note secured by a first
lien mortgage on Riverside. The note bears interest at 8.5% per annum, calls
for monthly principal and interest payments of $24,157, and matures September
1999. Also at the closing, the notes payable assumed by the Trust upon
entering into the exchange contract of $240,000 had been paid in full, and the
collateral pledged, one of the Trust's mortgage notes in the principal amount
of $600,000, was released. The Trust recognized no gain or loss on the
exchange and paid Tarragon a real estate commission of $24,000 in fiscal 1994
related to this transaction. Between August 1994 and August 1995, the Trust
leased Riverside under an operating lease for $40,000 per month.
33
<PAGE> 34
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 3. REAL ESTATE AND DEPRECIATION (Continued)
In September 1995, the Trust ceased payments on the mortgage debt secured by
the Villas at Central Park, a 288-unit apartment complex located in Orlando,
Florida, as the Trust had determined that further investment in the property
could not be justified without substantial modification of the debt. At
November 30, 1995, the balances of the first lien and second lien mortgage
loans were $2.4 million and $3.0 million, respectively. During the fourth
fiscal quarter of 1995, the Trust entered into negotiations to sell the
property to a third party for $5.3 million, and the property was reclassified
to held for sale in the Trust's Consolidated Balance Sheet. The sale closed in
January 1996 and included an agreement by the second lienholder to discount the
mortgage debt assumed by the purchaser. In January 1996, the Trust will
recognize an extraordinary gain of approximately $253,000 due to the debt
forgiveness and an estimated loss on the sale of $138,000 equal to the amount
by which the carrying value plus the costs to sell the property exceeded the
disposition sales price.
During the third quarter of 1995, the Trust determined that the availability of
mortgage financing and the appreciation in retail rents in Houston, Texas, made
holding the Briarwest Shopping Center ("Briarwest") in the best interest of the
Trust, and, accordingly, the Trust reclassified Briarwest from real estate held
for sale to real estate held for investment. The Trust is currently pursuing
long-term refinancing of the mortgage debt secured by a first lien on
Briarwest.
At November 30, 1995, all of the Trust's real estate, except the Phoenix
Apartments and Cochonour, was pledged as collateral on notes payable. See NOTE
5. "NOTES, DEBENTURES, AND INTEREST PAYABLE".
NOTE 4. ALLOWANCE FOR ESTIMATED LOSSES AND PROVISIONS FOR LOSSES
Activity in the allowance for estimated losses was as follows:
<TABLE>
<CAPTION>
1995 1994
------------ -----------
<S> <C> <C>
Beginning balance . . . . . . . . . . . . $ 1,802 $ 1,802
Amounts reversed . . . . . . . . . . . . . (1,561) -
------------ -----------
Balance November 30 . . . . . . . . . . . $ 241 $ 1,802
============ ===========
</TABLE>
As discussed in NOTE 2. "NOTES AND INTEREST RECEIVABLE", in August 1995, the
Trust reversed a $1.0 million previously established allowance for loss related
to Polynesia.
The Trust also concluded at August 31, 1995, that the remaining $802,000
balance in the allowance for estimated losses was no longer required against
certain notes receivable. However, the Trust ascertained that a $241,000
allowance against the carrying value of Cochonour, acquired in September 1994
as partial settlement on one of the Trust's mortgage notes receivable, was
necessary to reduce its net carrying value to its estimated fair value. As a
result, a reversal of $561,000 of the allowance for estimated losses was
recorded in August 1995 as a credit to current earnings.
Additionally, the Trust determined a permanent impairment in value existed on
the Villas at Central Park, and, in August 1995, recorded a direct write down
of $1.4 million reducing the property carrying value to its then estimated fair
value.
34
<PAGE> 35
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5. NOTES, DEBENTURES, AND INTEREST PAYABLE
Notes, debentures, and interest payable consisted of the following at November
30:
<TABLE>
<CAPTION>
1995 1994
---------------------------- --------------------------
Estimated Estimated
Fair Book Fair Book
Value Value Value Value
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
Notes payable . . . . . . . . . . . . . . . $ 25,930 $ 25,402 $ 11,034 $ 11,325
Debentures, including
uncertificated obligations in 1994 . . . 869 929 994 1,020
---------- ----------- ---------- ----------
$ 26,799 26,331 $ 12,028 12,345
========== 160 ========== 97
Interest payable . . . . . . . . . . . . . ----------- ----------
$ 26,491 $ 12,442
=========== ==========
</TABLE>
At November 30, 1995, notes payable bear interest at rates ranging from 7.63%
to 10% per annum and mature between 1997 and 2005. These notes are generally
nonrecourse and are primarily collateralized by deeds of trust on real estate
with an aggregate net carrying value of $30.3 million.
Debentures and uncertificated obligations bear interest at 9% per annum and
mature June 30, 2003. See NOTE 7. "DISTRIBUTIONS TO SHAREHOLDERS". On
December 30, 1994, the Trust redeemed all the outstanding uncertificated
obligations.
In January 1995, the Trust completed the refinancing of the mortgage debt
secured by a first lien on the Southern Elms Apartments located in Tulsa,
Oklahoma. The Trust received net refinancing proceeds of $869,000 after the
payoff of the existing $451,000 mortgage loan that bore interest at 12% per
annum and was scheduled to mature in fiscal 1995. The remainder of the
refinancing proceeds was used to fund escrows for replacements and repairs and
to pay closing costs associated with the refinancing. The new $1.4 million
nonrecourse mortgage loan bears interest at 9.68% per annum, requires monthly
principal and interest payments of $12,100, and matures in February 2002. The
Trust paid a refinancing fee of $13,700 to Tarragon based upon the new $1.4
million first mortgage financing.
Also in January 1995, the Trust extended the maturity date of the $1.9 million
nonrecourse mortgage loan secured by One Turtle Creek Office Complex. The
mortgage loan, originally scheduled to mature in March 1995, will continue to
accrue interest at 9% per annum, requires monthly payments of principal and
interest totaling $16,850, and matures February 2005.
The Trust recorded a $5.8 million first lien mortgage in connection with the
August 1995 in-substance foreclosure of Polynesia. The mortgage loan bears
interest at 7.63% per annum, requires monthly payments of principal and
interest of $45,401, and matures in November 1997. For further discussion of
the transaction, see NOTE 2. "NOTES AND INTEREST RECEIVABLE".
In October 1995, the Trust refinanced the mortgage debt secured by the
Aspentree Apartments located in Dallas, Texas. The new $4.0 million first lien
mortgage loan bears interest at 8.33% per annum, calls for monthly principal
and interest payments of $30,658, and matures in November 2005. The Trust
received net refinancing
35
<PAGE> 36
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 5. NOTES, DEBENTURES, AND INTEREST PAYABLE (Continued)
proceeds of $2.7 million after the payoff of the $1.0 million existing mortgage
loan that bore interest at 10.13% per annum and was scheduled to mature in
August 2000. The remainder of the refinancing proceeds was used to fund
escrows and pay the related closing costs. In connection with the new mortgage
financing, the Trust paid Tarragon a refinancing fee of $39,660.
At November 30, 1995, scheduled principal payments on notes and debentures
payable are due as follows:
<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 479
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . 11,145
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . 352
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 3,042
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 2,187
Thereafter . . . . . . . . . . . . . . . . . . . . . . . 9,126
----------
$ 26,331
==========
</TABLE>
NOTE 6. SHARE PURCHASE RIGHTS
On October 15, 1993, the Trust issued share purchase rights to shareholders of
record on September 15, 1993. One share purchase right was issued for each
Trust Old Share held by owners of 400 or more Old Shares. Four share purchase
rights entitled the holder to purchase one additional Old Share at a price of
$0.73 until January 13, 1994. Holders of fewer than 400 Old Shares received a
$0.01 per share cash payment in lieu of share purchase rights. The Trust
received $296,100 in cash and new equity from the exercise of the share
purchase rights, which resulted in the issuance of 404,885 additional Old
Shares (80,977 Post-Split Shares).
On March 24, 1989, the Trust distributed one share purchase right for each
outstanding Old Share pursuant to a Rights Agreement dated March 10, 1989, as
amended (the "Rights Agreement"). Under such Rights Agreement, each share
certificate also represents one "Share Purchase Right" which, under the
circumstances described therein, entitled the holder to purchase one Old Share
for $12. With effectuation of the one-for-five reverse share split, the Share
Purchase Rights have been proportionately adjusted so that each new Post-Split
Share certificate also represents one Share Purchase Right (a "Right") which
permits the holder to purchase one Post-Split Share for $60. After the Rights
become exercisable, the holders have the right to buy, for the exercise price,
Post-Split Shares with a market value of twice the exercise price. The Board
may redeem the Rights in whole, but not in part, at a Post-Split Share adjusted
redemption price equal to $0.05 per Right. The Rights are exercisable only
after a person or group acquires (other than from the Trust or by exercise of
rights) or commences a tender or exchange offer for 30% of the outstanding
Post-Split Shares or if the Trustees declare any holder of 10% or more of such
outstanding Post-Split Shares to be an "Adverse Person" (as defined in the
Rights Agreement). The Rights expire on March 24, 1999. In any merger or
consolidation after the Rights become exercisable, each Right will be converted
into the right to purchase, for the $60 exercise price, shares or equity
interests of the surviving entity with a market value of twice the exercise
price.
36
<PAGE> 37
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 7. DISTRIBUTIONS TO SHAREHOLDERS
In conjunction with the October 1993 share purchase rights distribution, the
Trust also paid to shareholders of record on September 15, 1993, a taxable
distribution of $1.25 per Post-Split Share, totaling $1.5 million and equal to
the Trust's 1992 taxable income, in the form of either the Trust's 9% Series A
Convertible Subordinated Debentures ("Debentures") or Uncertificated
Convertible Subordinated Obligations ("Obligations"). The Debentures and
Obligations were convertible until January 13, 1994, at a price of $0.80 per
Trust share. The Trust received $470,000 in new equity from the conversion of
Debentures and Obligations which resulted in the issuance of 117,872 Post-Split
Shares. For nonconverted Debentures and Obligations, interest is payable on
June 30 and December 31 of each year to holders of record on the preceding June
15 or December 15. The Debentures and Obligations mature June 30, 2003, and
are redeemable by the Trust at any time at 100% of the principal amount
together with accrued but unpaid interest. On December 30, 1994, the Trust
redeemed all the outstanding Obligations. At November 30, 1995, the
outstanding principal balance of the Debentures totaled $929,000. See NOTE 5.
"NOTES, DEBENTURES, AND INTEREST PAYABLE".
No distributions were declared or paid in 1994 or 1995. The 1993 distribution
was taxable to shareholders as capital gains.
NOTE 8. SHARE OPTIONS
In November 1995, pursuant to the shareholder approval of the Independent
Trustee Share Option Plan (the "Trustee Plan"), the Trust issued options to
each Independent Trustee to purchase up to 600 Post-Split Shares at an exercise
price equal to the market price on the grant date. The options expire on the
earlier of the first anniversary of the date on which a Trustee ceases to be a
Trustee of the Trust or ten years from the date of grant ("Termination Date")
and are exercisable at any time between the date of grant and the Termination
Date. These options have been restated to give effect to the one-for-five
reverse share split effective December 1, 1995. In addition, for each year
such Trustee continues to serve as a Trustee, he will be awarded an option
covering 300 Post-Split Shares on December 1 of each year. Accordingly, in
December 1995, each Independent Trustee was issued additional options to
purchase up to 300 Post-Split Shares at an exercise price equal to the market
price on the grant date. These options have the same Termination Date as the
options granted in November 1995. The Trustee Plan provides for a total of
60,000 Post-Split Shares.
Pursuant to the approval of the Trust's Share Option and Incentive Plan (the
"Incentive Plan") at the November Shareholder meeting, on January 1, 1996, the
Trust issued options to certain Officers and key employees of the Trust
covering 22,000 Post-Split Shares. All options were issued with an exercise
price equal to the market price on the grant date, are exercisable beginning
one year after the date of grant, and expire in five years on December 31,
2000. The Incentive Plan provides for a total of 100,000 Post-Split Shares and
all grants are determined by a committee comprised of three Trustees including
Messrs. Friedman, Doyle, and Michael E. Smith.
NOTE 9. INCOME TAXES
At November 30, 1993, the Trust recognized an aggregate deferred tax benefit of
$600,000 due to tax deductions available to it in future years. However, due
to, among other factors, the Trust's inconsistent earnings history, the Trust
was unable to conclude that the future realization of the deferred tax benefit,
which requires the generation of taxable income, was more likely than not.
Accordingly, a valuation allowance for the
37
<PAGE> 38
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 9. INCOME TAXES (Continued)
entire amount of the deferred tax benefit has been recorded.
For 1995, 1994, and 1993, the Trust has elected and, in the opinion of the
Trust's management, qualified to be taxed as a Real Estate Investment Trust
("REIT"), as defined in Sections 856 through 860 of the Internal Revenue Code
of 1986, as amended, (the "Code") and, as such, will not be taxed for federal
income tax purposes on that portion of its taxable income which is distributed
to shareholders, provided that at least 95% of its REIT taxable income is
distributed. See NOTE 7. "DISTRIBUTIONS TO SHAREHOLDERS".
No provision has been made for federal income taxes because the Trust believes
it has qualified as a REIT and expects that it will continue to do so.
NOTE 10. RENTALS UNDER OPERATING LEASES
The Trust's rental operations include the leasing of a shopping center and a
combination office building and shopping center. The leases thereon expire at
various dates through 2013. The following is a schedule of minimum future
rentals on non-cancelable operating leases:
<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,247
1997 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,294
1998 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,195
1999 . . . . . . . . . . . . . . . . . . . . . . . . . . 1,008
2000 . . . . . . . . . . . . . . . . . . . . . . . . . . 674
Thereafter . . . . . . . . . . . . . . . . . . . . . . . 1,414
----------
$ 6,832
==========
</TABLE>
NOTE 11. ADVISORY AGREEMENT
Although the Trust's Board is directly responsible for managing the affairs of
the Trust and for setting the policies which guide it, the day-to-day
operations of the Trust are performed by a contractual advisory firm under the
supervision of the Trust's Board. The duties of the advisor include, among
other things, locating, investigating, evaluating, and recommending real estate
and mortgage note investment and sales opportunities, as well as financing and
refinancing sources for the Trust. The advisor also serves as a consultant in
connection with the business plan and investment policy decisions made by the
Trust's Board.
On February 10, 1994, the Trust's Board selected Tarragon to replace Basic
Capital Management, Inc., ("BCM") as the Trust's advisor. Since March 1, 1994,
Tarragon has provided advisory services to the Trust under an advisory
agreement, approved by the Board and ratified by the shareholders on November
20, 1995. Mr. Friedman, President, Chief Executive Officer, and Trustee of the
Trust, serves as a Director and Chief Executive Officer of Tarragon. Tarragon
is owned by Lucy N. Friedman, Mr. Friedman's wife, and Mr. Doyle, who serves as
a Director and President of Tarragon and Chief Financial Officer and Trustee of
the Trust. The Friedman and Doyle families own approximately 27% of the
outstanding shares of the Trust.
38
<PAGE> 39
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 11. ADVISORY AGREEMENT (Continued)
BCM served as the Trust's advisor from March 1989 to February 28, 1994. Mr.
Friedman was President of BCM until May 1, 1993. BCM is beneficially owned by
a trust for the benefit of the children of Mr. Gene E. Phillips, who served as
a Trustee of the Trust until December 7, 1992. BCM resigned as advisor to the
Trust effective February 28, 1994.
The provisions of the Trust's Initial Advisory Agreement ("Initial Advisory
Agreement") with Tarragon were substantially the same as those of the BCM
advisory agreement. Under the Initial Advisory Agreement, the Trust paid
Tarragon an annual base advisory fee of $50,000 plus an incentive advisory fee
equal to 16% of the Trust's adjusted funds from operations before deduction of
the advisory fee. Adjusted funds from operations is defined as net income
(loss) before gains or losses from the sales of properties and debt
restructurings, plus depreciation and amortization, plus any loss due to the
write-down or sale of any real property or mortgage loan acquired prior to
January 1, 1989. Additionally, Tarragon could receive commissions of 1% based
upon (i) acquisition cost of real estate, (ii) mortgage loans acquired, and
(iii) mortgage loans obtained or refinanced and a 10% incentive sales
commission based on gains from the sale of real estate.
The advisory agreement with BCM allowed for an annual fee of $300,000. In
addition, BCM could also receive commissions of up to 4% based upon acquisition
cost of real estate; commissions of 1% based upon (i) mortgage loans acquired,
and (ii) mortgage loans obtained or refinanced; and 5% real estate brokerage
commissions on the sale of Trust property.
At the March 1995 Board meeting, the Trustees approved a new revised form of
advisory agreement, effective April 1, 1995, which was approved by the
shareholders at the November 20, 1995, annual shareholder meeting. In addition
to technical changes designed to clarify the responsibilities and rights of
Tarragon, the new agreement eliminated the $50,000 annual base fee, the
incentive sales compensation, and mortgage loan acquisition commissions.
Moreover, it provides that real estate brokerage commissions shall be payable
to Tarragon and its affiliates only following specific Board approval for each
transaction rather than pursuant to a general agreement.
Employees of Tarragon render services to the Trust, as the Trust has no
employees. In accordance with the terms of the advisory agreements, certain
services provided by the advisor, including, but not limited to, accounting,
legal, investor relations, data processing, and the related departmental
overhead, are reimbursed directly by the Trust.
Under the advisory agreements, as required by the Declaration of Trust dated
July 18, 1973, as amended (the "Declaration of Trust"), all or a portion of the
annual advisory fee must be refunded by the advisor to the Trust if the
Operating Expenses, as defined, exceed certain limits based on the book value,
net asset value, and net income of the Trust during such fiscal year. In 1993,
the effect of the operating expense limitation was to require BCM to refund
$146,000 of the 1993 advisory fee. In August 1994, the Trust accepted a
promissory note from BCM for the outstanding balance of 1993 advisory fees.
This unsecured note accrued interest at 12% per annum, called for monthly
payments of $10,000, and all outstanding principal and interest was paid in
full on October 1, 1995.
For additional information on compensation paid to Tarragon, see ITEM 10.
"TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT - The Advisor".
39
<PAGE> 40
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 12. PROPERTY MANAGEMENT
Since March 1, 1994, Tarragon has provided property management services to the
Trust for a fee of 4.5% of the monthly gross rents collected on apartment
properties and not in excess of 5% of the monthly gross rents collected on
commercial properties. Tarragon subcontracts with other entities for the
provision of much of the property-level management services for the Trust.
From February 1, 1990, through February 28, 1994, affiliates of BCM provided,
under contracts approved by the Board, property management services to the
Trust for a fee of 5% of the monthly gross rents collected on the properties
under management. Carmel Realty Services, Ltd., ("Carmel, Ltd.") provided such
property management services. In many cases, Carmel, Ltd., subcontracted with
other entities for the provision of some of the property-level management
services to the Trust at various rates (generally 4%). The general partner of
Carmel, Ltd., is BCM. The limited partners of Carmel, Ltd., are (i) Syntek
West, Inc. ("SWI"), of which Mr. Phillips is the sole shareholder, (ii) Mr.
Phillips, and (iii) a trust for the benefit of the children of Mr. Phillips.
During 1993, Carmel, Ltd. subcontracted the property-level management and
leasing of one of the Trust's commercial properties to Carmel Realty Services,
Inc., which is owned by SWI.
NOTE 13. ADVISORY FEES, PROPERTY MANAGEMENT FEES, ETC.
Fees and cost reimbursements to Tarragon and BCM for fiscal 1995, 1994, and
1993 were as follows:
<TABLE>
<CAPTION>
Tarragon BCM
---------------------------- -----------------------
1995 1994 1994 1993
----------- ---------- ----------- ----------
<S> <C> <C> <C> <C>
Fees
- ----
Advisory $ 146 $ 157 $ 75 $ 154
Real estate brokerage - 24 - -
Equity refinancing 53 - - 20
Leasing commissions - - - 21
Property management* 83 51 18 69
----------- ---------- ----------- ----------
$ 282 $ 232 $ 93 $ 264
=========== ========== =========== ==========
Cost reimbursements $ 165 $ 127 $ 34 $ 87
=========== ========== =========== ==========
</TABLE>
_______________________________
*Net of property management fees paid to subcontractors.
NOTE 14. COMMITMENTS AND CONTINGENCIES
The Trust is a party to various claims and routine litigation arising in the
ordinary course of business. Management of the Trust does not believe that the
results of all claims and litigation, individually or in the aggregate, will
have a material adverse effect on its business or financial position.
40
<PAGE> 41
VINLAND PROPERTY TRUST
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
NOTE 15. SUBSEQUENT EVENTS
Effective December 1, 1995, the Board approved a one-for-five reverse share
split of all of the Trust's shares of beneficial interest on the basis of a
Post-Split Share for each five Old Shares presently outstanding. Each
Post-Split Share, like an existing Old Share, continues to have no par value,
and it was not intended that any material differences exist between an Old
Share and a Post-Split Share except that fewer Post-Split Shares will be
outstanding.
In December 1995, the Trust acquired a 20% general partner interest and a 37%
limited partner interest in Larchmont Associates Limited Partnership for a cash
investment of $411,565. The partnership owns Larchmont West Apartments
("Larchmont"), a 504-unit complex in Toledo, Ohio, which collateralizes
nonrecourse mortgage debt totaling $5.5 million. The Trust holds a controlling
interest and will, therefore, consolidate the operations of Larchmont.
[This space intentionally left blank.]
41
<PAGE> 42
SCHEDULE III
VINLAND PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
NOVEMBER 30, 1995
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
COSTS
CAPITALIZED
SUBSEQUENT
INITIAL COST TO TRUST TO
------------------------ ACQUISITION
BUILDINGS AND ------------------------
DESCRIPTION ENCUMBRANCES LAND IMPROVEMENTS IMPROVEMENTS OTHER
- ----------- -------------- ------ -------------- -------------- -------
<S> <C> <C> <C> <C> <C>
PROPERTIES HELD FOR INVESTMENT
Apartments
- ----------
Aspentree Apartments $ 3,966 $ 666 $ 3,445 $ 936 $ -
Dallas, TX
Collegewood Apartments 639 173 692 - -
Tallahassee, FL
Florida Towers Apartments 907 181 721 - -
Tallahassee, FL
French Villa Apartments 1,939 126 1,021 41 -
Tulsa, OK
Jefferson Towers Apartments 515 146 583 - -
Tallahassee, FL
Phoenix Apartments - 464 1,873 999 (719) (2)
Tulsa, OK
Riverside Apartments 2,874 723 2,894 10 -
Austin, Texas
Southern Elms Apartments 1,360 61 816 12 -
Tulsa, OK
Commercial
- ----------
One Turtle Creek
Office Complex 1,920 548 2,261 2,692 -
Dallas, TX
Briarwest Shopping Center 109 269 1,077 193 -
Houston, TX
----------- -------- ------------ ---------- ----------
14,229 3,357 15,383 4,883 (719)
PROPERTIES HELD FOR SALE
Polynesia Village Apartments 5,811 1,612 6,447 86 -
Tacoma, WA
Villas at Central Park Apts. 5,362 1,318 5,272 689 (1,370) (2)
Orlando, FL
Cochonour Farm/
Residence - 150 91 - -
Carroll County, MO
----------- -------- ------------ ---------- ----------
11,173 3,080 11,810 775 (1,370)
----------- -------- ------------ ---------- ----------
Total $ 25,402 $ 6,437 $ 27,193 $ 5,658 $ (2,089)
=========== ======== ============ ========== ==========
<CAPTION>
LIFE ON WHICH
GROSS CARRYING AMOUNTS DEPRECIATION
AT END OF YEAR IN LATEST
------------------------------------ STATEMENT
BUILDINGS AND ACCUMULATED DATE OF DATE OF OPERATIONS
DESCRIPTION LAND IMPROVEMENTS TOTAL (1) DEPRECIATION CONSTRUCTION ACQUIRED IS COMPUTED
- ----------- ------ -------------- ---------- ------------ ------------ -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
PROPERTIES HELD FOR INVESTMENT
Apartments
- ----------
Aspentree Apartments $ 666 $ 4,381 $ 5,047 $ 1,604 1974 01/01/88 5 - 40 years
Dallas, TX
Collegewood Apartments 173 692 865 10 1973 05/01/95 40 years
Tallahassee, FL
Florida Towers Apartments 181 721 902 10 1968 05/01/95 40 years
Tallahassee, FL
French Villa Apartments 126 1,062 1,188 306 1971 11/17/88 5 - 40 years
Tulsa, OK
Jefferson Towers Apartments 146 583 729 9 1967 05/01/95 40 years
Tallahassee, FL
Phoenix Apartments 464 2,153 2,617 1,239 1971 01/31/86 5 - 40 years
Tulsa, OK
Riverside Apartments 723 2,904 3,627 26 1991 08/18/95 5 - 40 years
Austin, Texas
Southern Elms Apartments 61 828 889 246 1968 11/17/88 5 - 40 years
Tulsa, OK
Commercial
- ----------
One Turtle Creek
Office Complex 548 4,953 5,501 1,008 1969 03/31/92 5 - 40 years
Dallas, TX
Briarwest Shopping Center 269 1,270 1,539 202 1971 11/30/90 5 - 40 years
Houston, TX
-------- ------------ ---------- ----------
3,357 19,547 22,904 4,660
PROPERTIES HELD FOR SALE
Polynesia Village Apartments
Tacoma, WA 1,612 6,533 8,145 40 1970 08/31/95 5 - 40 years
Villas at Central Park Apts.
Orlando, FL 1,318 4,591 5,909 572 1974 04/30/92 5 - 40 years
Cochonour Farm/
Residence
Carroll County, MO 150 91 241 - 1982 09/30/94 -
-------- ------------ ---------- ----------
3,080 11,215 14,295 612
-------- ------------ ---------- ----------
Total
$ 6,437 $ 30,762 $ 37,199 $ 5,272
======== ============ ========== ==========
</TABLE>
____________________________
(1) The aggregate cost for federal income tax purposes is $38,555.
(2) Write-down of property due to permanent impairment.
42
<PAGE> 43
SCHEDULE III
(Continued)
VINLAND PROPERTY TRUST
REAL ESTATE AND ACCUMULATED DEPRECIATION
<TABLE>
<CAPTION>
1995 1994 1993
--------- -------- --------
(dollars in thousands)
<S> <C> <C> <C>
Reconciliation of real estate
Balance at December 1, . . . . . . . . . . . . . . . $ 24,375 $ 23,821 $ 22,473
Additions:
Acquisitions and improvements . . . . . . . . . . 6,136 (3) 787 1,348
Foreclosures . . . . . . . . . . . . . . . . . . 8,058 241
Deductions:
Write-downs . . . . . . . . . . . . . . . . . . . (1,370) (1) (474) (2) -
--------- -------- --------
Balance at November 30, . . . . . . . . . . . . . . . $ 37,199 $ 24,375 (3) $ 23,821
========= ======== ========
Reconciliation of accumulated depreciation
Balance at December 1, . . . . . . . . . . . . . . . $ 4,281 $ 3,383 $ 2,542
Additions:
Depreciation . . . . . . . . . . . . . . . . . . 991 898 841
--------- -------- --------
Balance at November 30, . . . . . . . . . . . . . . $ 5,272 $ 4,281 $ 3,383
========= ======== ========
</TABLE>
_______________________________________________________________
(1) Write-down of Villas at Central Park due to permanent impairment.
(2) Write-down of Westover Apartments due to reclassification of
demolition reserve.
(3) Total 1994 real estate does include amounts expended on the Riverside
lease during 1994 as they related to leased, rather than owned, real
estate. These costs are included in 1995 additions pursuant to the
exchange consummation in August 1995. See NOTE 3. "REAL ESTATE AND
DEPRECIATION".
43
<PAGE> 44
SCHEDULE IV
VINLAND PROPERTY TRUST
MORTGAGE LOANS ON REAL ESTATE
NOVEMBER 30, 1995
(Dollars in thousands)
<TABLE>
<CAPTION>
Interest Maturity
Description Rate Date Periodic Payment Terms
- -------------------- -------- -------- -------------------------------------------
<S> <C> <C> <C>
FIRST MORTGAGE LOANS
- --------------------
J. W. English et. al 10.00% 11/96 Monthly payments of interest only until
- -------------------- maturity.
Secured by restaurant
and land located in
Houston, Texas, per-
sonal guarantees of J. W.
English and three cor-
porations controlled by
J.W. English, and a
pledge of partnership
interest by a J.W.
English partner.
N. Barakat (2) 12/98 Monthly payments of principal and interest
- ---------- based on 25 year amortization.
Secured by condominium
unit located in Cook Cty.,
Illinois.
Brian E. Smith (3) 07/99 Monthly payments of principal and interest
- -------------- based on 25 year amortization.
Secured by condominium
unit located in Cook Cty.,
Illinois.
Interest receivable
<CAPTION>
Principal Amount of
Carrying Loans Subject to
Prior Face Amount Amounts Delinquent Principal
Description Liens of Mortgage of Mortgage(1) or Interest
- -------------------- ------- ----------- -------------- --------------------
<S> <C> <C> <C> <C>
FIRST MORTGAGE LOANS
- --------------------
J. W. English et. al $ - $ 600 $ 600 $ -
- --------------------
Secured by restaurant
and land located in
Houston, Texas, per-
sonal guarantees of J. W.
English and three cor-
porations controlled by
J.W. English, and a
pledge of partnership
interest by a J.W.
English partner.
N. Barakat - 68 68 -
- ----------
Secured by condominium
unit located in Cook Cty.,
Illinois.
Brian E. Smith - 63 63 -
- --------------
Secured by condominium
unit located in Cook Cty.,
Illinois.
--------- --------- ------ ---------
$ - $ 731 $ 731 $ -
========= ========= =========
Interest receivable 6
------
$ 737
======
</TABLE>
______________________________
(1) The aggregate cost for federal income tax purposes is $437.
(2) Interest rate is 6.00 % through November 1995 and 8.00% thereafter.
(3) Interest rate is 7.00 % through June 1996 and 9.00% thereafter.
44
<PAGE> 45
SCHEDULE IV
(Continued)
VINLAND PROPERTY TRUST
MORTGAGE LOANS ON REAL ESTATE
<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ---------
(dollars in thousands)
<S> <C> <C> <C>
Balance at December 1, . . . . . . . . . . . . . . . $ 2,670 $ 3,480 $ 3,622
Additions
New mortgage loans . . . . . . . . . . . . . . . 196 66 163
Deferred interest . . . . . . . . . . . . . . . . - 84 82
Other . . . . . . . . . . . . . . . . . . . . . . - - 200 (3)
Deductions
Collection of principal . . . . . . . . . . . . . (181) (642) (577)
Other . . . . . . . . . . . . . . . . . . . . . . (1,954) (1) (318) (2) (10)
---------- ---------- ---------
Balance at November 30, . . . . . . . . . . . . . . . $ 731 $ 2,670 $ 3,480
========== ========== =========
</TABLE>
___________________________________________________________
(1) In-substance foreclosure of Polynesia Village Apartments.
(2) Conveyance of Cochonour farm and financing of Cochonour condominium.
(3) Senior participation in second mortgage note receivable.
45
<PAGE> 46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
_______________________________________
PART III
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
Trustees
The affairs of Vinland Property Trust (the "Trust") are managed and controlled
by a Board of Trustees (the "Board") presently consisting of five members.
John A. Doyle and Carl B. Weisbrod were elected in February 1994 to fill
vacancies created by an increase in the number of members of the Board.
Bennett B. Sims, who had been a Trustee since December 1992, resigned effective
February 15, 1995; Dan L. Johnston (a Trustee since December 1992), Raymond V.
J. Schrag (a Trustee since October 1988), and Carl B. Weisbrod (a Trustee
since February 1994) each resigned on May 17, 1995, and the number of members
of the Board was reduced to five. The Trustees are elected at the Annual
Meeting of Shareholders or appointed by the incumbent Board and serve until the
next Annual Meeting of Shareholders or until their respective successor has
been duly elected.
The Trustees of the Trust are listed below, together with their ages, terms of
service, all positions and offices with the Trust and Tarragon Realty Advisors,
Inc., ("Tarragon") the Trust's advisor since March 1, 1994, their principal
occupations, business experience, and directorships with other companies during
the last five years or more. The designation "Affiliated" when used below with
respect to a Trustee, means that the Trustee is an officer, director, or
employee of Tarragon or an officer of the Trust. The designation
"Independent", when used below with respect to a Trustee, means that the
Trustee is neither an officer or employee of the Trust nor a director, officer,
or employee of Tarragon, although the Trust may have certain business or
professional relationships with such Trustee. See ITEM 13. "CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS - Certain Business Relationships".
CHESTER BECK: Age 66, Trustee (Independent) (since May 1995)
President (since March 1995) Highland Funding Corp., a mortgage brokerage
firm; National Sales Manager (January 1994 to March 1995) Columbia Equities
Limited, a real estate financing entity; Senior Vice President (April 1992
to January 1994) Peregine Mortgage Company, Inc., an FHA approved mortgagee
specializing in multifamily and healthcare project financing; Senior Vice
President (1988 to March 1992) Related Mortgage Corporation, an FHA
Co-Insurer and Approved Mortgagee.
WILLIE K. DAVIS: Age 64, Trustee (Independent) (since October 1988).
President (1971 to 1985) and Chairman and 50% shareholder (since 1985) of
Mid-South Financial Corporation, holding company for Mid-South Mortgage
Company and Gibbs Mortgage Company; President (since 1978) and Chairman and
sole shareholder (since December 1985) of FMS, Inc., a property management
and real estate development firm; Director (since 1987) of Southtrust Bank
of Middle Tennessee; Trustee and Treasurer (since 1986) of Baptist
Hospital, Inc., a Tennessee general welfare not-for-profit corporation;
Director (since 1988) of Middle Inn Medical Center, a Tennessee general
welfare not-for-profit corporation; Trustee or Director (October 1988 to
March 1995) of Continental Mortgage and Equity Trust ("CMET"), Income
Opportunity Realty Trust ("IORT"), and
46
<PAGE> 47
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Trustees (Continued)
Transcontinental Realty Investors, Inc. ("TCI"); and Trustee (October 1988
to March 1995) of National Income Realty Trust ("NIRT").
JOHN A. DOYLE: Age 37, Trustee (Affiliated) (since February 1994).
Executive Vice President (February 1994 to May 1995), Chief Operating
Officer (May 1995 to January 1996), and Chief Financial Officer (since May
1995) of the Trust and NIRT; Director, President, Chief Operating Officer,
and 50% shareholder (since February 1994) of Tarragon; President and
Chairman of the Board (since December 1993) of Investors General
Acquisition Corp., which owns 100% of the shares of Investors General,
Inc.; Director, President, and Chief Executive Officer (since June 1992) of
Garden Capital Incorporated; Director (October 1993 to February 1995) of
Home States Holdings; Director and Chief Operating Officer (October 1990 to
December 1991) of ConCap Equities, Inc.; President, Chief Executive
Officer, Chief Operating Officer, and sole Director (April 1989 to October
1990) of Consolidated Capital Equities Corporation ("CCEC"); and Certified
Public Accountant (since 1985).
WILLIAM S. FRIEDMAN: Age 52, Trustee (Affiliated)
Trustee (since March 1988), Chief Executive Officer (since December 1993),
President (since December 1988), Acting Chief Financial Officer (May 1990
to February 1991), Treasurer (August to September 1989), and Acting
Principal Financial and Accounting Officer (December 1988 to August 1989)
of the Trust and NIRT; Trustee or Director (March 1988 to February 1994),
Chief Executive Officer (December 1993 to February 1994), President
(December 1988 to February 1994), Acting Chief Financial Officer (May 1990
to February 1991), Treasurer (August to September 1989), and Acting
Principal Accounting Officer (December 1988 to August 1989) of CMET, IORT,
and TCI; Director and Chief Executive Officer (since December 1990) of
Tarragon; President (February 1989 to March 1993) and Director (February to
December 1989) of Basic Capital Management, Inc. ("BCM"); General Partner
(1987 to March 1994) of Syntek Asset Management, L.P. ("SAMLP"), which is
the General Partner of National Realty, L.P. ("NRLP") and National
Operating, L.P. ("NOLP"); Director and President (March 1989 to February
1994) and Secretary (March 1989 to December 1990) of Syntek Asset
Management, Inc. ("SAMI"), the Managing General Partner of SAMLP and a
corporation owned by BCM; President (1982 to October 1990) of Syntek
Investment Properties, Inc. ("SIPI"), which has invested in, developed, and
syndicated real estate through its subsidiaries and other related entities
since 1973; Director and President (1982 to October 1990) of Syntek West,
Inc. ("SWI"); Vice President (1984 to October 1990) of Syntek Finance
Corporation; Director (1981 to December 1992), President (July 1991 to
December 1992), Vice President and Treasurer (January 1987 to July 1991),
and Acting Chief Financial Officer (May 1990 to February 1991) of American
Realty Trust, Inc. ("ART"); practicing Attorney (since 1971) with the Law
Offices of William S. Friedman; Director and Treasurer (November 1989 to
February 1991) of Carmel Realty Services, Inc. ("CRSI"); Limited Partner
(January 1991 to December 1992) of Carmel Realty Services, Ltd. ("Carmel,
Ltd.").
47
<PAGE> 48
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Trustees (Continued)
MICHAEL E. SMITH: Age 53, Trustee (Independent) (from October 1988 to August
1991 and since May 1995)
Lawyer and Assistant Professor of Law (since August 1995) University of
Wisconsin, Madison, Wisconsin; President (1988 to January 1995) and
Director (1978 to May 1994) of the Vera Institute of Justice, a New York
not-for-profit corporation concerned with the administration of justice;
Trustee of Prosecuting Attorney's Research Council, Inc. (since 1987), New
York Lawyers for the Public Interest (1986-1995), Housing and Services,
Inc. (1986-1990), Manhattan Bowery Corporation (1978-1990), Center for
Alternative Sentencing and Employment Services, Inc., formerly the Court
Employment Project, Inc. (since 1978), and New York City Criminal Justice
Agency, Inc. (since 1978); Trustee or Director (October 1988 to March 1992)
of IORT, CMET, and TCI; and Attorney at Law (since 1971).
Litigation and Claims Involving Mr. Friedman Related to Southmark Corporation
Separation of Messrs. Phillips and Friedman from Southmark. Until January
1989, William S. Friedman was an executive officer and director of Southmark
Corporation ("Southmark"), serving as Vice Chairman of the Board (since 1982),
Director (since 1980), and Secretary (since 1984) of Southmark. As a result of
a deadlock on Southmark's Board of Directors, Mr. Friedman and Gene E. Phillips
(who served as Trustee of the Trust until December 31, 1992) reached a series
of related agreements (later modified) with Southmark on January 17, 1989
(collectively, the "Separation Agreement"), whereby Messrs. Friedman and
Phillips resigned their positions with Southmark and certain of Southmark's
subsidiaries and affiliates. Southmark filed a voluntary petition in
bankruptcy under Chapter 11 of the United States Bankruptcy Code on July 14,
1989. Subsequent to the filing of the Southmark bankruptcy, several lawsuits
were filed against Southmark, its former officers and directors (including Mr.
Friedman), and others, alleging, among other things, that such persons and
entities misrepresented the financial condition of Southmark. Mr. Friedman
denies all of such allegations. Those lawsuits in which Mr. Friedman was also
involved as a defendant during the last five years are summarized below. THE
TRUST IS NOT A DEFENDANT IN ANY OF THESE LAWSUITS.
In Burt v. Grant Thornton, Gene E. Phillips and William S. Friedman,
the plaintiff, a purchaser of Southmark preferred stock, alleged that the
defendants disseminated false or misleading corporate reports, financial
analysis, and news releases in order to induce the public to continue investing
in Southmark. Grant Thornton served as independent certified public
accountants to Southmark and, for fiscal 1988 and 1989, to the Trust. The
plaintiff sought actual damages in the amount of less than $10,000, treble
damages, and punitive damages in an unspecified amount plus attorneys' fees and
costs. This case was settled in October 1993 for a nominal payment.
Consolidated actions entitled Salsitz v. Phillips et al.,
purportedly brought as class actions on behalf of purchasers of Southmark
securities during specified periods, were pending before the United States
District Court for the Northern District of Texas. Mr. Friedman entered into a
settlement agreement with the plaintiffs, which was approved by the court in
October 1993.
Mr. Friedman also served as a director of Pacific Standard Life
Insurance Company ("PSL"), a wholly-owned subsidiary of Southmark, from October
1984 to January 1989. In a proceeding brought by the California Insurance
Commissioner (the "Commissioner"), a California Superior Court appointed a
conservator
48
<PAGE> 49
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Litigation and Claims Involving Mr. Friedman Related to Southmark Corporation
(Continued)
for PSL on December 11, 1989. On October 12, 1990, the Commissioner filed suit
against the former directors of PSL (including Mr. Friedman) seeking damages of
$12 million and additional punitive damages. Such lawsuit alleged, among other
things, that the defendants knowingly and willfully conspired among themselves
to breach their duties as directors of PSL to benefit Southmark. Such suit
further alleged that PSL's board of directors failed to convene meetings and
delegated to Mr. Phillips authority to make decisions regarding loans,
investments, and other transfers and exchanges of PSL assets. In August 1993,
five former directors of PSL, including Mr. Friedman, settled this lawsuit
without admitting any liability (the "PSL Settlement"). At that time, a
judgment was entered securing certain payments agreed to be made by Mr.
Friedman and other individuals. After making two of the scheduled payments,
the payment due in November 1994 was not made. After discussions and
additional litigation, effective December 13, 1995, the Commissioner and
Messrs. Phillips and Friedman entered into a modification of the PSL Settlement
(the "PSL Modification") pursuant to which the $4,450,000 balance of the
original payments is to be paid over a ten-year period. Mr. Friedman's
liability terminates when the Commissioner has received an aggregate of $1.2
million under the PSL Modification. Tarragon has guaranteed 80% of each of Mr.
Friedman's scheduled payments under the PSL Modification. Tarragon and Mr.
Friedman have entered into an agreement that Tarragon may offset any amounts
paid under such guaranty against salary and other compensation due Mr.
Friedman.
One of Southmark's principal businesses was real estate syndication,
and, from 1981 through 1987, Southmark raised over $500 million in investments
from limited partners in several hundred limited partnerships. Seven lawsuits
were filed by investors alleging breach of fiduciary duties on the part of Mr.
Friedman and others. Two cases were settled in July and October 1993, for
nominal payments. In one case, all claims were dismissed by the Court, and the
defendants (including Mr. Friedman) were awarded sanctions against plaintiff's
counsel. The other four cases were voluntarily dismissed by the plaintiffs
without payment of any kind by the defendants.
San Jacinto Savings Association. On November 30, 1990, San Jacinto
Savings Association ("SJSA"), a savings institution that had been owned by
Southmark since 1983, was placed under conservatorship of the Resolution Trust
Corporation ("RTC") by federal banking authorities. The Office of Thrift
Supervision ("OTS") also conducted a formal investigation of SJSA and its
affiliates. During late November 1994, Mr. Friedman entered into certain
agreements with the RTC and OTS settling all claims relating to (i) his
involvement with SJSA and (ii) any guarantor arrangement of Mr. Friedman as to
other financial institutions taken over by the RTC. Pursuant to such
arrangements, Mr. Friedman and certain other respondents (including Mr.
Phillips) agreed to pay restitution over a 10 year period in the amount of $20
million. Mr. Friedman's liability terminates when the respondents as a group
shall have paid a total of $4 million out of the total requirement. Mr.
Friedman also consented to an order prohibiting him from participating in the
conduct of the affairs of an insured depository institution without the prior
written approval of the Director of OTS and agreed to submit certain
information to the OTS on a periodic basis. Such arrangements constitute an
order limiting Mr. Friedman from engaging in a type of business practice.
Board Committees
The Trust's Board of Trustees held two meetings and acted by written consent
four times during fiscal 1995. For such year, no incumbent Trustee attended
fewer than 75% of the aggregate of (i) the total number of meetings held by the
Board of Trustees and (ii) the total number of meetings held by all committees
of the
49
<PAGE> 50
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Board Committees (Continued)
Board of Trustees on which he served during the periods that he served.
The Board has an Audit Committee, the function of which is to review the
Trust's operating and accounting procedures. Mr. Willie K. Davis, an
Independent Trustee, is the Chairman and only member of the Audit Committee.
The Audit Committee met one time during fiscal 1995.
The Board also has an Option Committee which is comprised of three Trustees
including Messrs. Friedman, Doyle, and Smith, and which determines grants under
the Share Option and Incentive Plan.
The Board of Trustees does not have any other committees.
Executive Officers
The following persons currently serve as executive officers of the Trust:
William S. Friedman, President and Chief Executive Officer; and John A. Doyle,
Chief Financial Officer. Their positions with the Trust are not subject to a
vote of shareholders. The age, terms of service, all positions and offices
with the Trust, and Tarragon, other principal occupations, business experience,
and directorships with other companies during the last five years or more of
Messrs. Friedman and Doyle are set forth above.
Officers
Although not executive officers of the Trust, the following persons currently
serve as officers of the Trust. Their positions with the Trust are not subject
to a vote of shareholders. Their ages, terms of services, all positions and
offices with the Trust and Tarragon, other principal occupations, business
experience and directorships with other companies during the last five years
are set forth below:
BRUCE SCHNITZ: Age 46, Chief Operating Officer.
Chief Operating Officer (since January 1996) of the Trust, NIRT, and
Tarragon; President and Chief Executive Officer (1993-1994) of McNeil
Acquisition Corporation; President, Chief Operating Officer, and Director
(1991-1993), McNeil Real Estate Management, Inc.; Executive Vice President
(1989-1991) Southmark Corporation; President and Chief Executive Officer
(1986-1991) Southmark Public Syndications; Senior Vice President,
Acquisition/Disposition (1979-1986) Robert A. McNeil Corporation.
JOHN C. STRICKLIN: Age 49, Executive Vice President.
Executive Vice President (since May 1995), Senior Vice President - Real
Estate (May 1994 to April 1995), and Vice President (February 1994 to April
1994) of the Trust and NIRT; Senior Vice President (since February 1994) of
Tarragon; Vice President (June 1992 to January 1994) of CRSI; Real Estate
Broker (June 1989 to May 1992) with Carmel, Ltd.
50
<PAGE> 51
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Officers (Continued)
CHRIS W. CLINTON: Age 49, Senior Vice President - Asset Management.
Senior Vice President - Asset Management (since May 1995), and Senior
Vice President - Commercial Asset Management (March 1994 to April 1995) of
the Trust and NIRT; Senior Vice President (since March 1994) of Tarragon;
Vice President (October 1988 to March 1994) of the Trust, ART, CMET, IORT,
NIRT, TCI, and BCM.
R.W. LOCKHART: Age 50, Senior Vice President - Asset Management.
Senior Vice President - Asset Management (since May 1995) of the Trust and
NIRT; Senior Vice President (since March 1994) of Tarragon; Independent
Consultant (March 1992 to February 1994); Senior Vice President (July 1989
to March 1992) of BCM and CRSI.
TODD C. MINOR: Age 37, Senior Vice President - Mortgage Servicing and
Financing.
Senior Vice President - Mortgage Servicing and Financing (since May 1995)
and Senior Vice President - Finance (March 1994 to April 1995 and from July
1993 to January 1994) of the Trust and NIRT; Senior Vice President (since
March 1994) of Tarragon; Senior Vice President - Finance (July 1993 to March
1994) of BCM, ART, CMET, IORT, and TCI; Vice President (January 1989 to July
1993) of BCM and (April 1991 to July 1993) of the Trust, ART, CMET, IORT,
NIRT, and TCI.
KATIE JACKSON: Age 34, Vice President - Chief Accounting Officer.
Vice President - Chief Accounting Officer (since March 1994) of the Trust
and NIRT; Vice President and Chief Accounting Officer (since March 1994) and
Treasurer (since May 1995) of Tarragon; Accounting Manager for BCM (October
1990 to March 1994); and Certified Public Accountant (since 1988).
IVAN ROTH: Age 60, Treasurer.
Treasurer (since February 1994) and Chief Financial Officer (February 1994
to April 1995) of the Trust and NIRT; Treasurer (February 1994 to December
1994) of Tarragon; Treasurer and Chief Financial Officer (1978 to 1992) of
Servico, Inc. (1); and Certified Public Accountant (since 1968).
In addition to the foregoing officers, the Trust has other officers who are not
listed herein.
________________________
(1) On September 19, 1990, Servico, Inc. filed a voluntary petition under
Chapter 11 of the United States Bankruptcy Code and was reorganized
effective August 5, 1992.
51
<PAGE> 52
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Under the securities laws of the United States, the Trust's Trustees, executive
officers, and any persons holding more than ten percent of the Trust's shares
of beneficial interest are required to report their ownership of the Trust's
shares and any changes in that ownership to the Securities and Exchange
Commission (the "Commission"). Specific due dates for these reports have been
established, and the Trust is required to report any failure to file by these
dates during fiscal 1995. All of these filing requirements were satisfied by
its Trustees and executive officers and ten percent holders, except as noted
below. In making these statements, the Trust has relied on the written
representations of its incumbent Trustees and executive officers, its ten
percent holders, and copies of the reports that they have filed with the
Commission. The following reports filed under Section 16(a) of the Securities
Exchange Act of 1934 during or with respect to the fiscal year ended November
30, 1995, were not filed on a timely basis: Initial Forms 3 of Chester Beck
and Michael E. Smith upon election as Trustees of the Trust in May 1995 (these
forms were subsequently filed in August 1995) and Forms 4 for Chester Beck,
Willie K. Davis, and Michael E. Smith for the options granted to each of them
by the Trust on November 20, 1995.
The Advisor
Although the Trust's Board is directly responsible for managing the affairs of
the Trust and for setting the policies which guide it, the day-to-day
operations of the Trust are performed by a contractual advisory firm under the
supervision of the Trust's Board. The duties of the advisor include, among
other things, locating, investigating, evaluating and recommending real estate
and mortgage note investment and sales opportunities, as well as financing and
refinancing sources for the Trust. The advisor also serves as a consultant in
connection with the business plan and investment policy decisions made by the
Trust's Board.
CCEC, the sponsor and original advisor of the Trust, was replaced as advisor on
August 1, 1988, by Consolidated Advisors, Inc. ("CAI"), the parent of CCEC. On
December 2, 1988, CCEC filed a petition seeking reorganization under Chapter 11
of the United States Bankruptcy Code in the United States District Court for
the Northern District of Texas. Mr. Friedman was a director of CCEC and CAI
from March 1988 through January 1989. Mr. Doyle was President, Chief Executive
Officer, Chief Operating Officer, and sole director of CCEC from April 1989
through October 1990. Southmark was a controlling shareholder of The
Consolidated Companies, the parent of CAI, from March 1988 through February
1989.
BCM served as the Trust's advisor from March 1989 through February 1994. Mr.
Friedman served as President of BCM until May 1, 1993. BCM is beneficially
owned by a trust for the benefit of the children of Mr. Phillips, who served as
a Trustee of the Trust until December 7, 1992. BCM also serves as advisor to
CMET, IORT, TCI, and ART and served as advisor to NIRT until March 31, 1994.
Mr. Friedman, President of the Trust, also serves as President of NIRT. BCM
also performs certain administrative functions for NRLP and NOLP, the operating
partnership of NRLP, on a cost-reimbursement basis. Mr. Friedman resigned from
his positions with CMET, IORT, and TCI in February 1994, from his position as
an executive officer and director of ART in December 1992, and from his
position with NRLP in March 1994 to concentrate his attention on the Trust,
NIRT and Tarragon.
Tarragon has provided advisory services to the Trust since March 1, 1994. At
the annual meeting of shareholders held on November 20, 1995, the shareholders
approved the renewal of Tarragon as the Trust's advisor under an advisory
agreement dated March 1, 1995. Mr. Friedman serves as a Director and Chief
52
<PAGE> 53
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
The Advisor (Continued)
Executive Officer of Tarragon. Tarragon is owned by Lucy N. Friedman, Mr.
Friedman's wife, and Mr. Doyle, who serves as a Director and President of
Tarragon and Chief Financial Officer and Trustee of the Trust. The Friedman
and Doyle families own approximately 27% of the outstanding shares of the
Trust.
The provisions of the Trust's initial advisory agreement with Tarragon dated
February 15, 1994, were substantially the same as those of the prior BCM
advisory agreement except for the addition of the annual base advisory fee.
The BCM advisory agreement provided for BCM to receive an annual fee of
$300,000. The Tarragon initial advisory agreement called for an annual base
fee of $50,000 (which was paid upon execution on March 1, 1994) plus an
incentive advisory fee equal to 16% of the Trust's adjusted funds from
operations before deduction of the advisory fee. Adjusted funds from
operations is defined as net income (loss) before gains or losses from the
sales of properties and debt restructurings plus depreciation and amortization
plus any loss due to the write-down or sale of any real property or mortgage
loan acquired prior to January 1, 1989. The incentive fee was cumulative
within any fiscal year to maintain the 16% per annum rate.
The initial advisory agreement was amended and revised, effective April 1,
1995, with the revised advisory agreement. By unanimous consent, the Board
approved certain revisions to the initial advisory agreement which was approved
by the shareholders at the November 1995 annual meeting. The revised advisory
agreement is very similar to the initial advisory agreement but eliminates the
$50,000 annual base fee, the incentive sales compensation, and mortgage loan
acquisition commissions and makes various technical changes designed to further
clarify the responsibilities of Tarragon. In addition, the revised advisory
agreement provides that real estate commissions shall be payable to Tarragon
and its affiliates only following specific approval by the Board for each
transaction rather than pursuant to a general agreement.
The following table sets forth the changes or alterations in compensation
payable to the advisor under the BCM advisory agreement and the Tarragon
advisory agreements during the periods indicated:
<TABLE>
<CAPTION>
COMPENSATION
DESCRIPTION ADVISOR; EFFECTIVE DATES OF ADVISORY AGREEMENT
- ----------------- -----------------------------------------------------------------------------------------
BCM TARRAGON TARRAGON
---------------------------- -------------------------- -----------------------
JUL 1993 - FEB 1994 MAR 1994 - MAR 1995 APR 1995 - PRESENT
---------------------------- -------------------------- -----------------------
<S> <C> <C> <C>
Base fixed annual fee $300,000 (total fees and $50,000 None
compensation not to
exceed $550,000 annually)
Incentive advisory fee None 16% per annum of 16% per annum of
Trust "Adjusted Funds Trust "Adjusted Funds
from Operations" from Operations"
Acquisition commission The lesser of (i) up to 4% 1% of the acquisition cost, 1% of the acquisition cost,
of the cost (inclusive of but no fee on acquisitions but no fee on acquisitions
fees paid to non- affiliated from affiliates from affiliates
brokers) or (ii) compensation
customarily charged in
arm's-length transactions
</TABLE>
53
<PAGE> 54
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
The Advisor (Continued)
<TABLE>
<CAPTION>
COMPENSATION
DESCRIPTION ADVISOR; EFFECTIVE DATES OF ADVISORY AGREEMENT
- ----------------- ------------------------------------------------------------------------------------------
BCM TARRAGON TARRAGON
----------------------------- -------------------------- ------------------------
JUL 1993 - FEB 1994 MAR 1994 - MAR 1995 APR 1995 - PRESENT
----------------------------- -------------------------- ------------------------
<S> <C> <C> <C>
Mortgage brokerage The lesser of (i) 1% of The lesser of (i) 1% of The lesser of (i) 1% of
and refinancing fees the amount of loan or the amount of loan or the amount of loan or
amount refinanced or amount refinanced or amount refinanced or
(ii) a fee which is (ii) a fee which is (ii) a fee which is
reasonable and fair reasonable and fair reasonable and fair
under the under the under the
circumstances circumstances circumstances
Mortgage or loan The lesser of (i) 1% of The lesser of (i) 1% of None
acquisition fees the amount of the the amount of the
mortgage or loan mortgage or loan
purchased or (ii) a fee purchased or (ii) a fee
which is reasonable which is reasonable
and fair under the and fair under the
circumstances circumstances
Real estate brokerage The lesser of (i) 5% None - included in Subject to approval by the
commissions (inclusive of fees paid "Incentive Sales Board, may pay if the
to non-affiliated Compensation" below Advisor or affiliate acts as
brokers) of sales price the broker upon purchase
or (ii) compensation or sale, in amounts not to
customarily charged in exceed customary fees
arm's-length charged by nationally
transactions recognized real estate brokers
for normal, similar transactions
Incentive sales None Fee equal to 10% of None
compensation the amount by which
aggregate sales
consideration for all
real property sold
exceeds the results of a
formula, as defined
</TABLE>
[This space intentionally left blank.]
54
<PAGE> 55
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
The Advisor (Continued)
<TABLE>
<CAPTION>
COMPENSATION
DESCRIPTION ADVISOR; EFFECTIVE DATES OF ADVISORY AGREEMENT
- ----------------- -----------------------------------------------------------------------------------------
BCM TARRAGON TARRAGON
----------------------------- -------------------------- -----------------------
JUL 1993 - FEB 1994 MAR 1994 - MAR 1995 APR 1995 - PRESENT
----------------------------- -------------------------- -----------------------
<S> <C> <C> <C>
Third-party mortgage Advisor to pay Trust Advisor to pay Trust Advisor shall pay to
placement fees 1/2 of any compensation 1/2 of any compensation Trust all compensation
received from third received from third received from third
parties for origination, parties for origination, parties for origination,
placement or placement or placement or
brokerage of loan brokerage of loan brokerage of any loan
made by the Trust; but, made by the Trust; but, made by the Trust
Advisor compensation Advisor compensation
retained may not retained may not
exceed lesser of (i) 2% exceed lesser of (i) 2%
of amount of loan of amount of loan
committed or (ii) a fee committed or (ii) a fee
which is reasonable which is reasonable
and fair under the and fair under the
circumstances circumstances
</TABLE>
The following discussion pertains to the revised advisory agreement with
Tarragon as well as the advisory agreements in effect under BCM and the initial
advisory agreement.
If and to the extent that the Trust were to request the advisor or an affiliate
of the advisor to render services for the Trust other than those specifically
required by the advisory agreement, such services would be separately
compensated on terms to be agreed upon between such party and the Trust from
time to time. In the past, the Trust had hired Carmel, Ltd., an affiliate of
BCM, to provide property management services for the Trust's properties. Since
March 1, 1994, Tarragon has provided property management services for the
Trust's properties. The Trust also engaged, on a non-exclusive basis, CRSI,
also an affiliate of BCM, to perform brokerage services for the Trust until
February 28, 1994.
The advisor is required to formulate and submit annually for approval by the
Board a budget and business plan for the Trust containing a twelve-month
forecast of operations and cash flow, a general plan for asset sales or
acquisitions, lending, foreclosure and borrowing activity, and other
investments, and the advisor is required to report quarterly to the Board on
the Trust's performance against the business plan. In addition, all
transactions or investments by the Trust shall require prior approval by the
Board unless they are explicitly provided for in the approved business plan or
are made pursuant to authority expressly delegated to the advisor by the Board.
The advisory agreements also require prior approval of the Board for retention
of all consultants and third party professionals, other than legal counsel.
The agreements provide that the advisor shall be deemed to be in a fiduciary
relationship to the Trust's shareholders; contains guidelines for the advisor's
allocation of investment opportunities as among itself, the Trust, and other
entities it advises; and contains a broad standard governing the advisor's
liability for losses incurred by the Trust. Under the advisory agreements,
none of the advisors nor any of its shareholders, directors, officers, or
employees shall be liable to the Trust, the Trustees, or the holders of
securities of the Trust for any losses from the operations of the Trust if the
advisor had determined, in good faith, that the course of conduct which caused
the loss or liability was in the best interests of the Trust and the
55
<PAGE> 56
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
The Advisor (Continued)
loss or liability was not the result of negligence or misconduct by the
advisor. In no event will the directors, officers, or employees of the advisor
be personally liable for any action unless it was the result of willful
misfeasance, bad faith, gross negligence, or reckless disregard of duty.
Employees of the advisor render services to the Trust, as the Trust has no
employees. In accordance with the terms of the advisory agreement, certain
services provided by the advisor including, but not limited to, accounting,
legal, investor relations, data processing, and the related departmental
overhead are reimbursed directly by the Trust.
Under the advisory agreements (as required by the Declaration of Trust) all or
a portion of the annual advisory fee must be refunded by the advisor to the
Trust if the Operating Expenses, as defined, exceed certain limits based on
book value, net asset value and net income of the Trust during such fiscal
year. In 1993, the effect of the operating expense limitation was to require
BCM to refund $146,000 of the 1993 advisory fee. In August 1994, the Trust
accepted a promissory note from BCM for the outstanding balance of 1993
advisory fees. This unsecured note accrued interest at 12% per annum, called
for monthly payments of $10,000, and all outstanding principal and interest was
paid in full on October 1, 1995.
The Declaration of Trust requires shareholder approval for any renewal of the
advisory agreement.
The advisory agreement may only be assigned with the prior consent of the
Trust.
The directors and principal officers of Tarragon are set forth below:
<TABLE>
<S> <C>
WILLIAM S. FRIEDMAN: Director and Chief Executive Officer
JOHN A. DOYLE: Director and President
BRUCE SCHNITZ: Chief Operating Officer
JOHN C. STRICKLIN: Executive Vice President
CHRIS W. CLINTON: Senior Vice President - Commercial Portfolio
ROBERT W. LOCKHART: Senior Vice President - Residential Portfolio
TODD C. MINOR: Senior Vice President - Financing
KATIE JACKSON: Vice President; Chief Accounting Officer and Treasurer
</TABLE>
56
<PAGE> 57
ITEM 10. TRUSTEES, EXECUTIVE OFFICERS, AND ADVISOR OF THE REGISTRANT
(Continued)
Property Management
From February 1, 1990, until February 28, 1994, affiliates of BCM provided
property management services to the Trust. Carmel, Ltd., provided property
management services for a fee of 5% or less of the monthly gross rents
collected on the properties under management. In many cases, Carmel, Ltd.,
subcontracted with other entities for the provision of the property-level
management services to the Trust at various rates. The general partner of
Carmel, Ltd., is BCM. The limited partners of Carmel, Ltd., are (i) SWI, of
which Mr. Phillips is the sole shareholder; (ii) Mr. Phillips and (iii) a trust
for the benefit of the children of Mr. Phillips. During 1993, Carmel, Ltd.,
subcontracted the property-level management and leasing of one of the Trust's
commercial properties to CRSI, which is owned by SWI. Carmel, Ltd., resigned
as property manager for the Trust's properties effective February 28, 1994.
Commencing March 1, 1994, Tarragon has provided property management services to
the Trust for a fee of 4.5% of the monthly gross rents collected on apartment
properties and not in excess of 5% of the monthly gross rents collected on
commercial properties. Tarragon subcontracts with other entities for the
provision of much of the property-level management services to the Trust.
Real Estate Brokerage
Prior to December 1, 1992, affiliates of BCM provided brokerage services to the
Trust and received brokerage commissions in accordance with the respective
advisory agreement. From December 1, 1992 through March 1994, the Trust's
Board approved the non-exclusive engagement by the Trust of CRSI to provide
brokerage services for the Trust. Under the brokerage agreement, CRSI was
entitled to receive a real estate acquisition commission for locating and
negotiating the lease or purchase by the Trust of any property equal to the
lesser of (i) up to 3% of the purchase price, inclusive of commissions, if any,
paid by the Trust to other brokers or (ii) the compensation customarily charged
in arm's-length transactions by others rendering similar property acquisition
services in the same geographical location and for comparable property. Any
commissions paid to CRSI by the seller was to be credited against the
commission to be paid by the Trust. CRSI was also entitled to receive a real
estate sales commission for the sale of each Trust property equal to the lesser
of (i) 3% (inclusive of fees, if any, paid by the Trust to other brokers) of
the sales price of each property or (ii) the compensation customarily charges
in arm's-length transactions paid by others rendering similar services in the
same geographic location for comparable property.
Since March 1, 1994, Tarragon's real estate brokerage affiliate has been
available to and may act as a broker in both purchases and sales of Trust
property with commissions payable in amounts customarily charged in
arm's-length transactions by others rendering similar property acquisition
services in the same geographical location and for comparable property. Such
commissions would require approval by the Trust's Board.
ITEM 11. EXECUTIVE COMPENSATION
The Trust has no employees and pays no compensation to the executive officers
of the Trust. The Trustees and executive officers of the Trust who are also
officers or employees of Tarragon are compensated by Tarragon. Such affiliated
Trustees and executive officers of the Trust perform a variety of services for
the advisor, and the amount of their compensation is determined solely by
Tarragon.
57
<PAGE> 58
ITEM 11. EXECUTIVE COMPENSATION (Continued)
The Independent Trustees are paid an annual stipend directly by the Trust, as
well as granted certain share options, as discussed below. The Independent
Trustees (i) review the business plan of the Trust to determine that it is in
the best interest of the Trust's shareholders, (ii) review the Trust's contract
with the advisor, (iii) supervise the performance of the Trust's advisor and
review the reasonableness of the compensation which the Trust pays to its
advisor in terms of the nature and quality of services performed, (iv) review
the reasonableness of the total fees and expenses of the Trust and (v) select,
when necessary, a qualified independent real estate appraiser to appraise
properties acquired by the Trust. From and after June 1, 1993, the Independent
Trustees receive compensation in the amount of $6,000 per year, plus
reimbursement of expenses. In addition, each Independent Trustee receives (i)
$3,000 per year for each committee of the Board of Trustees on which he serves,
(ii) $2,500 per year for each committee chairmanship and (iii) $1,000 per day
for any special services rendered by him to the Trust outside of his ordinary
duties as Trustee, plus reimbursement for expenses, provided such services are
specifically requested by the Board.
Pursuant to the approval of the Independent Trustee Share Option Plan (the
"Trustee Plan") at the November 1995 Shareholder meeting, the Trust issued to
each of the three Independent Trustees on November 20, 1995 options to purchase
600 Post-Split Shares (a total of 1,800 shares). The exercise price of the
options is equal to the market price on the grant date. The options expire on
the earlier of the first anniversary of the date on which a Trustee ceases to
be a Trustee of the Trust or November 20, 2005 (the "Termination Date"), and
are exercisable at any time between the date of grant and the Termination Date.
These options have been adjusted to give effect to the one-for-five reverse
share split effective December 1, 1995. In addition, for each year such
Trustee continues to serve as a Trustee, he will be awarded an option covering
300 Post-Split Shares on December 1 of each year. Accordingly, on December 1,
1995, the Trust issued additional options covering 900 Post-Split Shares (300
shares each) with an exercise price equal to the market price on the date of
grant and the same Termination Date as the options granted in November 1995.
The Trustee Plan provides for a total of 60,000 Post-Split Shares.
During fiscal 1994, a total of $38,000 was paid to the Independent Trustees for
all services, including the annual stipend fee, and 1994 special service fees:
Willie K. Davis, $9,000; Dan L. Johnston (a Trustee from December 1992 to May
1995), $6,000; Raymond V.J. Schrag (a Trustee from October 1988 to May 1995),
$11,500; Carl Weisbrod (a Trustee from February 1994 to May 1995), $5,500; and
Bennett B. Sims (a Trustee from December 1992 to May 1995), $6,000. Mr. Schrag
has also served as a lawyer to Mr. Friedman's family for several years.
During fiscal 1995, fees paid to the Independent Trustees totaled $28,250 for
all services, including the annual stipend, as follows: Willie K. Davis,
$7,500; Dan L. Johnston, $3,000; Raymond V. J. Schrag, $5,750; Carl Weisbrod,
$3,000; Bennett B. Sims, $3,000; Michael E. Smith, $3,000; and Chester Beck,
$3,000. Additionally, Tarragon paid Mr. Johnston $34,000 during 1995 for
Tarragon legal services.
58
<PAGE> 59
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Security Ownership of Certain Beneficial Owners. The following table sets
forth the ownership of the Trust's shares of beneficial interest, both
beneficially and of record, both individually and in the aggregate, for those
persons or entities known by the Trust to be beneficial owners of more than 5%
of its shares of beneficial interest as of the close of business on February 9,
1996.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name and Address of Beneficial Owner Ownership Class (1)
- ------------------------------------ --------------------------- ------------
<S> <C> <C>
Lucy N. Friedman 331,919 (2) (3) (4) (5) 24.3%
280 Park Avenue
East Building, 20th Floor
New York, NY 10017
</TABLE>
______________________________________________
(1) Percentages are based upon 1,366,273 shares of beneficial interest
outstanding at February 9, 1996.
(2) Includes 273,819 shares owned by Lucy N. Friedman, William S.
Friedman's wife. Also includes 29,750 shares owned by Tarragon
Capital Corporation, ("TCC"), of which Lucy N. Friedman and William S.
Friedman are executive officers and directors. Mrs. Friedman may be
deemed to be a beneficial owner by virtue of her position as an
executive officer, director, and more than 10% shareholder of such
company.
(3) Includes 26,350 shares owned by Tarragon Partners, Ltd., of which Lucy
N. Friedman and William S. Friedman are Limited Partners and TCC is
the general partner.
(4) Does not include 7,750 shares owned by Mrs. Friedman's adult daughter,
Tanya Friedman, Mrs. Friedman disclaims beneficial ownership of such
shares.
(5) Includes 2,000 shares owned by Mr. Friedman's minor sons Gideon and
Samuel.
Security Ownership of Management. The table below sets forth the ownership of
the Trust's shares of beneficial interest, both beneficially and of record,
both individually and in the aggregate, for the Trustees and executive officers
of the Trust as of the close of business on February 9, 1996.
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership Class (a)
- ------------------------ ----------------------- ------------
<S> <C> <C>
William S. Friedman 331,919 (b) (c) (d) (e) (f) 24.3%
John A. Doyle 35,400 (g) 2.6%
Chester Beck 2,900 (h) *
Willie K. Davis 2,100 (i) *
Michael E. Smith 900 (j) *
</TABLE>
59
<PAGE> 60
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(Continued)
<TABLE>
<CAPTION>
Amount and Nature
of Beneficial Percent of
Name of Beneficial Owner Ownership Class (a)
- ------------------------ ----------------------- ------------
<S> <C> <C>
All Trustees 373,219 (b) (c) (d) (e) (f) 27.3%
and Executive Officers (g) (h) (i) (j) (k)
as a group (5 individuals)
</TABLE>
___________________________________
* less than 1%
(a) Percentages are based upon 1,366,273 shares of beneficial interest
outstanding at February 9, 1996.
(b) Includes 273,819 shares owned by William S. Friedman's wife, Lucy N.
Friedman. Mrs. Friedman has complete control over the shares owned by
her, and Mr. Friedman disclaims beneficial ownership of such shares.
(c) Includes 29,750 shares owned by TCC.
(d) Includes 26,350 shares owned by Tarragon Partners, Ltd.
(e) Does not include 7,750 shares owned by Mr. Friedman's adult daughter,
Tanya Friedman. Mr. Friedman disclaims beneficial ownership of such
shares.
(f) Includes 2,000 shares owned by Mr. Friedman's minor sons Gideon and
Samuel.
(g) Includes 35,400 shares, which Mr. Doyle owns personally.
(h) Includes 2,000 shares owned by Chester Beck directly and 900 shares
covered by two separate presently exercisable options.
(i) Includes 1,200 shares owned by Willie K. Davis directly and 900 shares
covered by two separate presently exercisable options.
(j) Includes 900 shares covered by two separate presently exercisable
options granted to Michael E. Smith.
(k) All Trustees and Executive Officers not listed on the above schedule
do not own any Trust shares.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Certain Business Relationships
On February 10, 1994, the Trust's Board selected Tarragon to replace BCM as the
Trust's advisor effective March 1, 1994, under an advisory agreement. Mr.
Friedman serves as Director and Chief Executive Officer of Tarragon. Tarragon
is owned by Lucy N. Friedman, Mr. Friedman's wife, and Mr. Doyle, who serves as
President and Director of Tarragon and Chief Financial Officer and Trustee of
the Trust. The Friedman and Doyle families together own approximately 27% of
the outstanding shares of the Trust.
60
<PAGE> 61
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
Certain Business Relationships (Continued)
Also on February 10, 1994, NIRT's Board of Trustees selected Tarragon to
replace BCM as NIRT's advisor commencing April 1, 1994. Mr. Friedman also
serves as a Trustee, President, and Chief Executive Officer of NIRT. Mr. Doyle
is Chief Financial Officer of NIRT. NIRT has the same relationship with
Tarragon as the Trust. Mr. Friedman owes fiduciary duties to such other
entities as well as the Trust under applicable law.
Tarragon occupies office space at the Trust's One Turtle Creek Office Complex,
which serves as the Trust's executive offices.
From February 1, 1990, until February 28, 1994, affiliates of BCM provided
property management services to the Trust. Carmel, Ltd. provided property
management services for a fee of 5% of the monthly gross rents collected on the
properties under management. In many cases, Carmel, Ltd. subcontracted with
other entities for the property-level management services to the Trust at
various rates. The general partner of Carmel, Ltd. is BCM. The limited
partners of Carmel, Ltd. are (i) SWI, of which Mr. Phillips is the sole
shareholder, (ii) Mr. Phillips, and (iii) a trust for the benefit of the
children of Mr. Phillips. Carmel, Ltd. subcontracted the property-level
management and leasing of one of the Trust's commercial properties to CRSI,
which is owned by SWI. Carmel, Ltd. resigned as property manager for the
Trust's properties effective February 28, 1994. Since March 1, 1994, Tarragon
has provided property management services to the Trust.
Effective December 1, 1992, the Trust engaged CRSI, on a non-exclusive basis,
to provide brokerage services for the Trust. CRSI is owned by SWI. Such
agreement terminated February 28, 1994.
Related Party Transactions
Historically, the Trust has engaged in and may continue to engage in business
transactions, including real estate partnerships, with related parties. All
related party transactions entered into by the Trust must be approved by a
majority of the Trust's Board of Trustees, including a majority of the
Independent Trustees. The Trust's management believes that all of the related
party transactions represented the best investments available at the time and
were at least as advantageous to the Trust as could have been obtained from
unrelated third parties.
In May 1995, the Trust purchased three apartment complexes: Collegewood,
Florida Towers, and Jefferson Towers, located in Tallahassee, Florida, for $2.5
million, subject to an existing nonrecourse wrap mortgage of $2.4 million. The
Trust assumed the existing mortgage loan and paid the remaining purchase price,
along with closing costs, of $118,000 in cash from the general working capital
of the Trust. Concurrently with the execution of the loan assumption, on June
5, 1995, the Trust paid the lender $300,000 in cash reducing the principal
balance by the same amount. The mortgage loan calls for monthly interest
payments calculated at 10% per annum and matures June 1997.
The Trust purchased the above properties from Investors Florida Capitol Fund
II, Ltd., a Florida limited partnership (the "Seller"). Investors General,
Inc. ("IGI"), which owns a 1% general partnership interest in the Seller, is
owned by Investors General Acquisition Corporation ("IGAC"). John A. Doyle,
Trustee and Chief Financial Officer of the Trust, is a 62.5% stockholder of
IGAC. Mr. Doyle also serves as Director and President of Tarragon, the Trust's
advisor since March 1, 1994. Tarragon is owned by Lucy N. Friedman, William S.
Friedman's wife, and Mr. Doyle. Mr. Friedman serves as President, Chief
Executive Officer, and Trustee of the Trust and Director and Chief Executive
Officer of Tarragon. The Friedman and Doyle families together own
approximately 27% of the outstanding shares of the Trust. The purchase price
of the properties was based on
61
<PAGE> 62
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
Related Party Transactions (Continued)
their fair market values, and the entire transaction was approved by a majority
of the limited partners of the Seller as well as the unaffiliated Trustees of
the Trust. IGI and Messrs. Friedman and Doyle abstained in the votes.
On June 30, 1989, the Trust purchased from First City, Texas - Houston ("First
City"), a $1.2 million first lien mortgage note (the Cochonour Note) with
respect to which an individual was the borrower, secured in part by a lien on a
thoroughbred horse breeding farm located in Carroll County, Missouri and a
personal guarantee from a third party who, at the time, was an officer of First
City. Until November 30, 1992, F.C. MacArthur, Inc., a wholly-owned subsidiary
of Collecting Bank, N.A., owned approximately 16% of the outstanding shares of
beneficial interest of IORT and 4% of the outstanding shares of common stock of
TCI. First City performed substantial management and investment functions for
Collecting Bank, N.A. At the time, the Trustees of the Trust also served as
trustees or directors to IORT and TCI, and, at that time, IORT and TCI were
deemed to be "related parties". At present, none of the current Trustees also
serve as a trustee of IORT or a director of TCI. The note matured on December
7, 1990. In September 1991, the guarantor provided additional collateral in
the form of first lien mortgages and assignments of mortgages on condominium
units located in Cook County, Illinois. In return, the Trust extended the
maturity date of the note to December 7, 1995, and all accrued but unpaid
interest was added to principal, and, the outstanding principal balance of the
note was increased to $1.4 million. During 1993 and 1994, eighteen of the
twenty condominium units securing the Cochonour note receivable were sold, and,
in accordance with the terms of the note, the proceeds of such sales were
applied to reduce the principal balance of the note. In connection with the
sale of three units, the Trust accepted five-year notes in the principal
amounts of $69,900, $73,000 and $66,400, secured by each respective unit.
Terms of the condominium notes provide for monthly payments of principal and
interest, based upon a 25-year amortization, with the unpaid principal balance
due at the notes' maturities. The notes bear interest from 6% to 7% per annum
for the first two years and from 8% to 9% per annum thereafter. In September
1994, the Trust and the borrower agreed to a settlement of the Cochonour Note.
Under the agreed-upon terms, a portion of the collateral property, a farm and
luxury residence in Carroll County, Missouri, was conveyed to the Trust. In
April 1995, the two remaining condominium units securing the note were sold,
and the net proceeds of sale were remitted to the Trust for application against
and payment in full of the principal balance of the Cochonour Note of $110,000.
Also in April 1995, one of the condominium notes in the amount of $66,000 was
paid in full.
In fiscal 1993, the Trust incurred fees to BCM and its affiliates of $154,000
in advisory fees, $20,000 in equity financing fees, and $90,000 in property
management fees and leasing commissions. In addition, BCM received cost
reimbursements from the Trust of $87,000 in fiscal 1993.
In fiscal 1994, the Trust incurred fees to BCM and its affiliates of $75,000 in
advisory fees and $18,000 in property management fees. In addition, BCM
received cost reimbursements from the Trust of $34,000 in fiscal 1994.
In fiscal 1994, the Trust incurred fees to Tarragon of $157,000 in advisory
fees, $24,000 in acquisition commissions, and $51,000 in property management
fees. The Trust also incurred cost reimbursements totaling $127,000 to
Tarragon.
In fiscal 1995, the Trust incurred fees to Tarragon of $146,000 in advisory
fees, $53,000 in equity refinancing fees, $83,000 in property management fees,
and cost reimbursements of $165,000.
62
<PAGE> 63
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (Continued)
Restrictions on Related Party Transactions
The Trust's Declaration of Trust provides that:
The Trust shall not purchase or lease, directly or indirectly, any Real
Property from the Advisor or any affiliated Person, or from any partnership
in which any of the foregoing may also be a general partner, and the Trust
will not sell, directly or indirectly, any of its Real Property to any of
the foregoing Persons.
The Declaration of Trust further provides that:
...the Trust shall not, directly or indirectly, engage in any transaction
with any Trustee, officer, or employee of the Trust or any director,
officer, or employee of the Advisor..., or of any company or other
organization of which any of the foregoing is an Affiliate, except for
...transactions with ...the Advisor or Affiliates thereof involving loans,
real estate brokerage services, mortgage brokerage services, real property
management services, the servicing of Mortgages, the leasing of personal
property or other services, provided such transactions are on terms not
less favorable to the Trust than the terms on which unaffiliated parties
are then making similar loans or performing similar services for comparable
entities in the same area and are not entered into on an exclusive basis
with such Person; provided, however, that any [such] transaction...may be
entered into only after a showing that such transaction is fair and
reasonable to the Shareholders and upon approval by affirmative vote of a
majority of the Trustees who are not, other than as Trustees, interested in
or Affiliates of any person who is interested in the transaction.
The Declaration of Trust defines "Affiliate" as follows:
[A]s to any Person, any other Person who owns beneficially, directly, or
indirectly, 1% or more of the outstanding capital stock, shares, or equity
interests of such Person or of any other person which controls, is
controlled by, or is under common control with, such Person or is an
officer, retired officer, director, employee, partner, or trustee of such
Person or of any other Person which controls, is controlled by, or is under
common control with, such Person.
[This space intentionally left blank.]
63
<PAGE> 64
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) The following documents are filed as part of this Report:
1. Consolidated Financial Statements
Report of Independent Public Accountants -BDO Seidman
-Arthur Andersen LLP
Consolidated Balance Sheets - November 30, 1995 and 1994
Consolidated Statements of Operations -
Years Ended November 30, 1995, 1994, and 1993
Consolidated Statements of Shareholders' Equity -
Years Ended November 30, 1995, 1994, and 1993
Consolidated Statements of Cash Flows -
Years Ended November 30, 1995, 1994, and 1993
Notes to Consolidated Financial Statements
2. Financial Statement Schedules
Schedule III - Real Estate and Accumulated Depreciation
Schedule IV - Mortgage Loans on Real Estate
All other schedules are omitted because they are not applicable or because the
required information is shown in the financial statements or the notes thereto.
3. Exhibits
The following exhibits are filed herewith or incorporated by reference as
indicated:
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
- ----------- ---------------------------
<S> <C>
3.1 Declaration of the Trust (amended and restated) (incorporated by reference to the
Registrant's Current Report on Form 8-K dated August 14, 1987).
3.2 Amendment No. 2 to Amended and Restated Declaration of Trust recorded on December 1, 1995, as
Instrument No. 95-280172, in the Alameda County Records (incorporated by reference to the
Registrant's Current Report on Form 8-K dated November 20, 1995).
</TABLE>
64
<PAGE> 65
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
- ----------- ---------------------------
<S> <C>
3.3 Restated Trustees' Regulations (incorporated by reference to the Registrant's Current Report on
Form 8-K dated April 21, 1989).
3.4 Restated Trustees' Regulations dated as of September 12, 1990 (incorporated by reference to
Exhibit No. 3.1 to the Registrant's Quarterly report on Form 10-Q for the quarter ended August
31, 1990).
4.1 Rights Agreement dated March 10, 1989 between Vinland Property Trust and American Stock
Transfer and Trust Company (incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated March 10, 1989).
4.2 Amendment No. 1 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit No. 2 of Form 8
Amendment to the Registrant's Registration Statement on Form 8-A dated August 2, 1993).
4.3 Amendment No. 2 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit No. 3 of
Amendment No. 2 to the Registrant's Registration Statement on Form 8-A dated January 31, 1994).
4.4 Amendment No. 3 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.4 to the
Registrant's Form 10-K for the fiscal year ended November 30, 1994).
4.5 Indenture Agreement dated September 15, 1993 between Vinland Property Trust and American Stock
Transfer and Trust Company (incorporated by reference to Exhibit No. 4.7 to the Registrant's
Registration Statement No. 33-66294 on Form S-11).
10.1 Advisory Agreement dated April 1, 1995, between Vinland Property Trust and Tarragon Realty
Advisors, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated April 1, 1995).
21.1 Notice Letter dated December 1, 1995, addressed to the Shareholders of Vinland Property Trust
advising of one-for-five reverse share split and related matters (incorporated by reference to
the Registrant's Current Report on Form 8-K dated November 20, 1995).
21.2 Form Letter of Transmittal for use in surrender of Old Shares for replacement by certificates
representing Post-Split Shares and payment of fractional interests (incorporated by reference
to the Registrant's Current Report on Form 8-K dated November 20, 1995).
</TABLE>
65
<PAGE> 66
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(Continued)
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
- ----------- ---------------------------
<S> <C>
21.3 Offer by Vinland Property Trust to purchase its shares of beneficial interest, no par value
(Post-Split) made only to Shareholders with 99 or fewer Shares (incorporated by reference to
the Registrant's Current Report on Form 8-K dated November 20, 1995).
21.4 Form Letter of Transmittal for use in "Odd Lot" Offer (incorporated by reference to the
Registrant's Current Report on Form 8-K dated November 20, 1995).
21.5 Notice of Extension of and Supplement to Offer by Vinland Property Trust to purchase shares of
its beneficial interest, no par value (Post-Split) made only to shareholders with 99 or fewer
Shares (incorporated by reference to the Registrant's Current Report on Form 8-K dated January
11, 1996).
27.0 Financial Data Schedule.
</TABLE>
(b) The following reports on Form 8-K were filed during the fourth quarter
covered by this report or with respect to events occurring after the period
covered by this report but prior to the filing of this report.
<TABLE>
<CAPTION>
Date of Event Date Filed Items Reported
- ------------------- -------------------- --------------------------------------------------
<S> <C> <C>
August 18, 1995 September 27, 1995 Item 2. Acquisition or Disposition of Assets
Item 5. Other Events
Item 7. Financial Statements and Exhibits
November 20, 1995 December 7, 1995 Item 5. Other Events
Item 7. Financial Statements and Exhibits
January 11, 1996 January 26, 1996 Item 2. Acquisition or Dispositiof Assets
Item 5. Other Events
Item 7. Financial Statements and Exhibits
</TABLE>
66
<PAGE> 67
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
VINLAND PROPERTY TRUST
Dated: February , 1996 By: /s/ William S. Friedman
--------------------------- --------------------------------
William S. Friedman
President, Chief Executive
Officer, and Trustee
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacities in Date
which signed
<S> <C> <C>
/s/ William S. Friedman President, Chief Executive Officer, February , 1996
- --------------------------------- and Trustee -----------------------
William S. Friedman (Principal Executive Officer)
/s/ John A. Doyle Chief Financial Officer February , 1996
- --------------------------------- and Trustee -----------------------
John A. Doyle (Principal Financial Officer)
/s/ Katie Jackson Vice President February , 1996
- --------------------------------- Chief Accounting Officer -----------------------
Katie Jackson (Principal Accounting Officer)
/s/ Willie K. Davis Trustee February , 1996
- --------------------------------- -----------------------
Willie K. Davis
/s/ Chester Beck Trustee February , 1996
- --------------------------------- -----------------------
Chester Beck
/s/ Michael E. Smith Trustee February , 1996
- --------------------------------- -----------------------
Michael E. Smith
</TABLE>
67
<PAGE> 68
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit
Designation Description of Exhibit
- ----------- ---------------------------
<S> <C>
3.3 Restated Trustees' Regulations (incorporated by reference to the Registrant's Current Report on
Form 8-K dated April 21, 1989).
3.4 Restated Trustees' Regulations dated as of September 12, 1990 (incorporated by reference to
Exhibit No. 3.1 to the Registrant's Quarterly report on Form 10-Q for the quarter ended August
31, 1990).
4.1 Rights Agreement dated March 10, 1989 between Vinland Property Trust and American Stock
Transfer and Trust Company (incorporated by reference to the Registrant's Registration
Statement on Form 8-A dated March 10, 1989).
4.2 Amendment No. 1 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit No. 2 of Form 8
Amendment to the Registrant's Registration Statement on Form 8-A dated August 2, 1993).
4.3 Amendment No. 2 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit No. 3 of
Amendment No. 2 to the Registrant's Registration Statement on Form 8-A dated January 31, 1994).
4.4 Amendment No. 3 to Rights Agreement dated March 10, 1989 between Vinland Property Trust and
American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.4 to the
Registrant's Form 10-K for the fiscal year ended November 30, 1994).
4.5 Indenture Agreement dated September 15, 1993 between Vinland Property Trust and American Stock
Transfer and Trust Company (incorporated by reference to Exhibit No. 4.7 to the Registrant's
Registration Statement No. 33-66294 on Form S-11).
10.1 Advisory Agreement dated April 1, 1995, between Vinland Property Trust and Tarragon Realty
Advisors, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on
Form 8-K dated April 1, 1995).
21.1 Notice Letter dated December 1, 1995, addressed to the Shareholders of Vinland Property Trust
advising of one-for-five reverse share split and related matters (incorporated by reference to
the Registrant's Current Report on Form 8-K dated November 20, 1995).
21.2 Form Letter of Transmittal for use in surrender of Old Shares for replacement by certificates
representing Post-Split Shares and payment of fractional interests (incorporated by reference
to the Registrant's Current Report on Form 8-K dated November 20, 1995).
21.3 Offer by Vinland Property Trust to purchase its shares of beneficial interest, no par value
(Post-Split) made only to Shareholders with 99 or fewer Shares (incorporated by reference to
the Registrant's Current Report on Form 8-K dated November 20, 1995).
21.4 Form Letter of Transmittal for use in "Odd Lot" Offer (incorporated by reference to the
Registrant's Current Report on Form 8-K dated November 20, 1995).
21.5 Notice of Extension of and Supplement to Offer by Vinland Property Trust to purchase shares of
its beneficial interest, no par value (Post-Split) made only to shareholders with 99 or fewer
Shares (incorporated by reference to the Registrant's Current Report on Form 8-K dated January
11, 1996).
27.0 Financial Data Schedule.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> NOV-30-1995
<PERIOD-END> NOV-30-1995
<CASH> 2,847
<SECURITIES> 0
<RECEIVABLES> 737
<ALLOWANCES> (241)
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 37,199
<DEPRECIATION> (5,272)
<TOTAL-ASSETS> 36,978
<CURRENT-LIABILITIES> 0
<BONDS> 26,491
<COMMON> 0
0
0
<OTHER-SE> 9,256
<TOTAL-LIABILITY-AND-EQUITY> 36,978
<SALES> 0
<TOTAL-REVENUES> 8,437
<CGS> 0
<TOTAL-COSTS> 5,666
<OTHER-EXPENSES> 1,137
<LOSS-PROVISION> (190)
<INTEREST-EXPENSE> 1,441
<INCOME-PRETAX> 27
<INCOME-TAX> 0
<INCOME-CONTINUING> 27
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 27
<EPS-PRIMARY> .02
<EPS-DILUTED> .02
</TABLE>
