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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
Commission File No. 1-14166
MERIDIAN INDUSTRIAL TRUST, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND 94-3224765
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
455 MARKET STREET
17TH FLOOR
SAN FRANCISCO, CALIFORNIA 94105
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 281-3900
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ----------------------------- -----------------------------------------
COMMON STOCK, PAR VALUE $.001 NEW YORK STOCK EXCHANGE
PER SHARE
RIGHTS TO PURCHASE SERIES C NEW YORK STOCK EXCHANGE
JUNIOR PARTICIPATING PREFERRED
STOCK, PAR VALUE $.001 PER SHARE
WARRANTS TO PURCHASE COMMON STOCK AMERICAN STOCK EXCHANGE
Securities registered pursuant to Section 12(g) of the Act: NONE
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. [X]
The aggregate market value of the voting stock held by non-affiliates of
the registrant on March 3, 1998 was $270,832,109, computed by reference to the
closing sales price of the Common Stock reported on the New York Stock Exchange
and by excluding Common Stock and Series B Preferred Stock owned by directors,
executive officers and principal stockholders (i.e., holders of 10% or more of
the registrant's voting stock).
The registrant had 30,186,468 shares of Common Stock outstanding on
March 3, 1998.
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Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, the
Registrant hereby amends its Annual Report on Form 10-K for the year ended
December 31, 1997 by amending and restating Item 1 thereof in its entirety as
follows:
ITEM 1. BUSINESS
THE COMPANY
Meridian Industrial Trust, Inc. (the "Company") is a self-administered
and self-managed real estate investment trust engaged primarily in the
business of owning, acquiring, developing, managing and leasing
income-producing warehouse/distribution and light industrial properties. At
December 31, 1997, the Company owned and operated 193 warehouse/distribution
and light industrial properties encompassing approximately 23.7 million
square feet of leasable space that were 97% leased to a total of 462 tenants.
See Item 2. of this report. Based on the total square feet of leasable space
owned by the Company and management's knowledge of the industrial real estate
market, the Company believes it is one of the largest public owners and
managers of modern industrial space for lease in the United States. The
Company had 3.2 million square feet of warehouse/distribution properties
under development at December 31, 1997. The Company also owned two retail
properties encompassing 384,875 square feet at December 31, 1997. (The
properties owned by the Company are collectively referred to as the
"Properties".)
On February 23, 1996, (i) Meridian Point Realty Trust IV Co. ("Trust IV"),
Meridian Point Realty Trust VI Co. ("Trust VI"), and Meridian Point Realty Trust
VII Co. ("Trust VII") (collectively the "Merged Trusts") merged with and into
the Company, with the Company as the surviving entity (the "Merger"); and (ii)
in a separate transaction (the "Asset Purchase"), the Company acquired certain
properties and assumed mortgage notes and certain other liabilities from
Meridian Point Realty Trust '83 ("Trust 83"). (Trusts 83, IV, VI, and VII are
collectively referred to herein as the "Trusts.")
The Properties are located in significant industrial centers and
distribution hubs throughout the United States (Atlanta, Chicago, Columbus,
Dallas, Detroit, Houston, Los Angeles Basin, Memphis, New Jersey/Pennsylvania I-
95 Corridor, Phoenix, San Francisco Bay Area and Seattle). The Company intends
to increase its presence in these markets and in other regional markets and to
continue its strategy of being a demand-driven, competitively priced, nationwide
provider of industrial space.
The Company's senior executives have an average of approximately 18 years
experience in the commercial real estate business and an average tenure of nine
and a half years with the Company and its predecessors. These senior
executives' comprehensive in-house expertise includes management of public and
private companies, operating public real estate investment trusts, acquisitions,
dispositions, development, property management, leasing, marketing, finance,
accounting and law. The executive officers include Allen J. Anderson, Chairman
and Chief Executive Officer, Milton K. Reeder, President and Chief Financial
Officer, and Dennis Higgs, Executive Vice President. The Company also has
attracted institutional investors that, as of December 31, 1997, owned a
substantial portion of the Company's outstanding stock, including Hunt Realty
Corporation ("Hunt"), USAA Real Estate Company ("USAA"), Ameritech Pension Trust
("Ameritech"), Cohen & Steers Capital Management, Inc., The State Teachers
Retirement Board of Ohio ("OTR"), and The Prudential Insurance Company of
America and certain related entities ("Prudential").
The Company was incorporated in the state of Maryland in May 1995. The
Company has elected to be taxed as a real estate investment trust ("REIT") under
the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its
initial taxable year ended December 31, 1995. The Company's executive offices
are located at 455 Market Street, 17th Floor, San Francisco, California 94105,
and its telephone number is (415) 281-3900. At December 31, 1997, the Company
had 36 employees.
BUSINESS OBJECTIVE
The Company's fundamental business objective is to maximize total return to
its stockholders by increasing cash flow per share and increasing the long-term
value of the Properties. The Company intends to achieve this objective by
continuing to implement the operating strategies summarized below.
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The Company's business strategy is responsive to the accelerated pace of
change in the location and use of distribution space. Management believes this
change is the result of global competition and technological advances which
drive companies to increase efficiencies and reduce costs. Logistics, the
science of procuring, storing and distributing goods, has redefined many of the
criteria for designing distribution space and has led to the development of the
modern warehouse. The Company defines the modern warehouse building as one that
typically has greater clear heights to stack goods (24 feet or greater), deeper
truck turning radii (in excess of 130 feet), high capacity sprinkler systems and
cross docking capabilities as well as other important features that are designed
to increase the velocity of goods distribution. In addition, the rapid decline
in the cost of computer driven technology has provided many companies with
improved methods for tracking, storing and retrieving goods. As a result, there
is a growing trend among distribution space users to consolidate inventory into
large, modern warehouses located in major markets along the "path of goods
movement" (I.E., major cities at the intersection of highways, airports, rail
lines and shipping ports). Major cities along the path of goods movement are
the markets that the Company has targeted for acquisition and development
opportunities.
The Company believes that demand for modern warehouses will increase as a
result of such factors as population growth, increased industrial production,
increased capital spending and increased consumer demand. The resulting
increase in demand for this type of distribution space has not been met by a
corresponding increase in supply. Therefore, distribution space users often
seek build-to-suit transactions in which building design can be matched with
specific logistical requirements and modern distribution technologies.
GROWTH
The Company's growth strategy is to acquire and develop industrial
properties while maximizing cash flow from the Properties. The Company seeks to
make acquisitions and develop new properties to meet the needs of customers.
The Company seeks to maximize cash flow from the Properties by retaining
existing tenants, releasing space at higher rates and increasing occupancy
levels. As part of this strategy, the Company will seek to build market share,
to achieve name recognition and to continue to improve its operating efficiency.
Specifically, the Company will evaluate and engage in the following activities:
ACQUISITIONS. The Company continually investigates opportunities to
acquire individual and portfolios of properties. During the year ended December
31, 1997, the Company acquired 13 individual Properties which aggregate to 2.6
million square feet of space. As of December 31, 1997, costs incurred to date
for these individual Properties total approximately $92.5 million.
In addition, the Company intends to pursue acquisitions of multi-building
portfolios currently owned by regional developers seeking increased liquidity,
including acquisitions through tax-advantaged structures sometimes referred to
as "down REITs." Many U.S. companies are, for various financial and logistical
reasons, seeking to sell their distribution facilities. Also, many
institutional investors own industrial portfolios which they may seek to
liquidate. During the year ended December 31, 1997, the Company successfully
completed five portfolio acquisitions comprising 12.1 million square feet of
space. As of December 31, 1997, costs incurred to date for these five portfolio
acquisitions totaled approximately $418.5 million.
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The following table summarizes the Property and portfolio acquisitions
completed during the year ended December 31, 1997.
<TABLE>
<CAPTION>
RENTABLE
SQUARE INVESTMENT
PROPERTY NAME LOCATION FEET COST(1)
------------- -------- ---- -------
<S> <C> <C> <C>
Meyer Circle Los Angeles Basin 201,380 $ 8,358,207
South Arlington Indianapolis 219,104 7,554,351
80th Avenue Chicago 302,500 9,304,514
Eucalyptus Avenue Los Angeles Basin 169,719 5,173,146
Yates Avenue Los Angeles Basin 373,361 16,497,870
2501 N. Great Southwest Pkwy. Dallas 117,025 3,433,556
425 South Rockefeller Los Angeles Basin 110,000 3,938,912
100 Friars Lane New Jersey/I-95 181,370 10,032,407
2200 Cedars Road Atlanta 201,600 6,054,227
3050-3080 Enterprise Street Los Angeles Basin 64,640 3,578,282
2190 Hanson Way San Francisco Bay Area 200,000 7,077,041
4647 Pine Timbers Houston 143,550 3,665,641
4660 Pine Timbers Houston 306,785 7,783,007
Prudential Portfolio (2) Various 5,231,406 180,807,031
Prudential Real Estate
Investors I Various 825,568 32,885,005
Prudential Real Estate
Investors II Columbus 953,691 32,037,746
Ameritech Portfolio Group A Various 2,144,848 83,038,967
Ameritech Portfolio Group B Various 1,960,334 62,921,444
Estate of James Campbell
Portfolio Dallas 607,275 15,844,135
UBS Portfolio New Jersey/I95 397,897 10,987,739
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14,712,053 $510,973,228
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</TABLE>
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(1) Investment Cost includes all costs incurred to date for the property
acquisitions.
(2) Includes the acquisition of thirteen industrial properties, which were
conveyed in a simultaneous purchase and sale by the Company to a single
buyer, for a total sale price of $49.7 million.
DEVELOPMENT. The Company also seeks to develop new warehouse/distribution
properties on a selective basis. During the year ended December 31, 1997, the
Company completed construction on five build-to-suit transactions totaling $35.6
million and aggregating 786,960 square feet.
The following table summarizes the development projects completed during
the year ended December 31, 1997:
<TABLE>
<CAPTION>
RENTABLE
DATE OF SQUARE INVESTMENT
PROPERTY NAME LOCATION COMPLETION FEET COST(1)
------------- -------- ---------- ---- -------
<S> <C> <C> <C> <C>
Boulder Avenue Minneapolis March 1997 100,000 $ 4,157,332
</TABLE>
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<TABLE>
<S> <C> <C> <C> <C>
Highlands Parkway Atlanta July 1997 150,000 7,818,932
Enterprise Park A Dallas September 1997 129,800 4,251,123
2200 Consulate Drive Orlando September 1997 242,160 9,853,326
Skylab Road Los Angeles Basin December 1997 165,000 9,538,194
------- -----------
786,960 $35,618,907
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------- -----------
</TABLE>
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(1) Investment Cost includes all costs incurred to date for completed
development projects.
As of December 31, 1997, the Company had development projects in progress
with an aggregate square footage of 3,181,614 and estimated aggregate
development cost of approximately $107.4 million. The development projects in
progress have anticipated stabilization dates through September 1998. The
Company expects that future development projects will be undertaken to (i) meet
expansion needs of existing tenants, (ii) meet requirements of new tenants on a
build-to-suit basis, and (iii) selectively provide inventory for lease in
certain markets.
When evaluating acquisition and development opportunities, the Company will
consider such factors as: (i) geographic area and type of property; (ii)
location, construction quality, condition and design of the property; (iii)
potential for capital appreciation of the property; (iv) ability of the Company
to improve the property's performance through renovations; (v) terms of tenant
leases, including the potential for rent increases; (vi) potential for economic
growth and the tax and regulatory environment of the area in which the property
is located; (vii) potential for expansion of the property; (viii) occupancy and
demand by tenants for properties of a similar type in the vicinity; (ix)
competition from existing properties and the potential for the construction of
new properties in the area; and (x) the creditworthiness of tenants.
INTERNAL GROWTH. The Company seeks to capitalize on opportunities to
maximize growth in cash flow from the Properties by (i) retaining existing
tenants, (ii) increasing occupancy, and (iii) releasing space at higher rates.
The occupancy rate of the portfolio at December 31, 1997 was 97%. The Company's
ability to retain existing tenants and its commitment to increasing occupancy
levels may improve property revenues by minimizing vacancy periods attributable
to leasing downtime and reducing leasing costs such as tenant improvements and
leasing commissions. Further, the Company seeks to achieve internal growth
through controlling operating expenses and renovating properties to a higher and
better use where appropriate.
PORTFOLIO MANAGEMENT
The Company's portfolio management strategy is to actively manage the
portfolio by utilizing market research to help determine which markets and
submarkets are most favorable for new acquisitions. This research is designed
to facilitate the understanding of market cycles for demand and supply. Market
cycles vary from region to region, making individual markets more or less
attractive for new acquisitions at any given time on a comparative basis. The
Company intends to emphasize new acquisitions in those markets which are, at the
time, believed to offer better risk adjusted investment returns. Based on the
same research and understanding of comparative market cycles, the Company will
sell assets that no longer meet its business objectives or when a market is
believed to be overvalued.
REDEPLOYMENT OF ASSETS. As part of its portfolio management strategy, the
Company seeks to reposition its existing portfolio by selling Properties which
no longer meet its investment criteria. The Company plans to focus on the
development and management of warehouse/distribution and light industrial
Properties and, accordingly, the Company intends to market and sell the balance
of its retail Properties as market conditions warrant. During the year ended
December 31, 1997, the Company sold five Properties and a parcel of land for $12
million. In addition, thirteen industrial Properties were directly conveyed in a
simultaneous purchase and sale by the Company to a single buyer for a total sale
price of $49.7 million in conjunction with a property for stock transaction.
Subsequent to December 31, 1997, the Company sold a warehouse/distribution
property located in Memphis, Tennessee for $1.9 million.
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MARKETING AND LEASING
The Company's marketing and leasing strategy is to anticipate customer
needs in a manner that promotes tenant retention and maximizes the opportunity
to increase net rental revenues. The Company plans to increase its market share
in the markets in which it currently owns Properties. Management believes that
by obtaining and expanding critical mass in these markets, the Company can
achieve above-average rents and occupancy levels. This opportunity arises out
of an ability to anticipate the changing needs of existing tenants who seek
either to expand or relocate their operations to other buildings owned by the
Company. The Company believes that this flexibility generally leads to greater
tenant satisfaction, higher average rents and lower cost of operations. In
addition, significant local market presence may create increased access to
potential new tenants.
The Company pursues an active leasing strategy by aggressively marketing
available space, renewing existing leases at higher rents per square foot and
seeking leases that provide for the pass-through of property-related expenses to
the tenant. One component of the Company's leasing strategy is to increase the
percentage of "triple-net" leases (based on leased area) which provide that the
tenant reimburses the Company for property taxes, insurance and maintenance
costs.
The Company will continue to expand existing local marketing programs that
focus on the business and brokerage communities. Also, the Company will market
its industrial space directly to "Fortune 1000" users in multiple markets to
meet their warehouse and distribution space needs.
FINANCING
The Company's financing strategy is to minimize its cost of capital by
maintaining conservative debt levels, achieving an investment grade credit
rating and maintaining ready access to public and private debt and equity
capital. The Company believes that the size of its portfolio and the geographic
diversity of its buildings and tenants will allow it access to the debt and
equity markets that are not generally available to smaller, less diversified
property owners. In addition, management believes that growing and further
diversifying its portfolio may enhance the Company's ability to achieve an
investment grade credit rating. Where intermediate or long-term debt financing
is employed, the Company will generally seek to obtain fixed interest rates or
enter into agreements intended to cap the effective interest rate on floating
rate debt.
The Company intends to operate with a ratio of debt-to-total market
capitalization that generally will not exceed 50%. Total market capitalization
is defined as the total indebtedness divided by total market capitalization
which equals the sum of total indebtedness and the market value of the Company's
Common Stock, after giving effect to the conversion of the Company's 2,272,727
outstanding shares of Series B Preferred Stock. At December 31, 1997, the
Company's debt-to-total market capitalization rate was 23.7%.
During the year ended December 31, 1997, the Company was successful in
amending and restating the Unsecured Credit Facility ("Unsecured Credit
Facility") on two separate transactions which ultimately resulted in: (i) an
increase in the borrowing limit from $75 million to $250 million, (ii) a
decrease in the interest spread over LIBOR from 1.7% to 1.3%, and (iii) an
extension of the maturity date from February 26, 1998 to April 3, 2000.
In addition, on November 20, 1997, the Company completed a private offering
of $160 million in principal of unsecured senior notes to institutional
investors. The unsecured senior notes were issued in two tranches, $135 million
maturing on November 20, 2007, bearing an interest rate of 7.25% per annum and
$25 million maturing on November 20, 2009, bearing an interest rate of 7.30% per
annum.
ORGANIZATION
The Company's organizational strategy is to maintain professional staff
which focuses on important value-added decisions. The Company implements its
growth, portfolio management, marketing and leasing, financing and
organizational strategies, together with other critical operating functions,
from its headquarters in San Francisco and its four regional offices located in
Boston, Chicago, Dallas and Los Angeles. The Boston office opened in February
1998. The Company is staffed by experienced real estate professionals and
executives who also have substantial private
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and public capital markets expertise. The Company's management and real
estate professionals perform the following functions: asset management,
investment analysis, acquisition due diligence, asset acquisition and
disposition, marketing, capital markets, legal and accounting. The Company
maintains operational, financial and reporting control in all aspects of its
business. However, the Company relies on outsourcing of certain functions
where it is most cost-effective to do so and when management believes that it
can effectively oversee and monitor the quality of services performed by
outside vendors. In pursuing build-to-suit opportunities that meet its
investment objectives, the Company relies on qualified third parties to
provide design and construction services.
The Company currently employs a system of independent agents or "regional
operators" to provide tenants with certain routine services on a day-to-day
basis. These services include maintenance, rent collections, oversight of
physical improvements and certain other services that may be performed by third
party providers in a reliable and cost-effective manner.
The Company's officers and asset management staff are directly responsible
for all leasing activities, including (i) initiating renewal/expansion
negotiations with existing tenants, (ii) soliciting the brokerage community for
new lease proposals, and (iii) negotiating and signing all leases. In addition,
the Company's asset managers maintain regular contact with tenants to assure
customer service and monitor the effectiveness of individual regional operators
on day-to-day property-specific duties. The Company believes this system has
helped to maintain high tenant retention in the Properties while increasing
rental rates on lease renewals.
THE INDUSTRIAL REAL ESTATE SECTOR
The Company believes that the industrial real estate sector provides an
opportunity for attractive returns on investment and that demand for industrial
space will increase as a result of such factors as population growth, increased
industrial production, increased capital spending and increased consumer demand.
In the Company's opinion, these economic factors, should lead to continued
strong demand for industrial space. Although the amount of construction of
industrial space in 1996 and 1997 increased significantly from the depressed
levels of the early 1990s, management believes that the overall decrease in the
supply of industrial space during the previous six years, coupled with increased
demand for modern space and the downward trend of vacancy rates, will result in
increases in rental rates and appreciation in the value of properties in the
industrial real estate sector.
TARGET MARKETS
GENERAL. The Company believes that as retailing and manufacturing
businesses continue to focus on higher inventory turnover rates and
just-in-time delivery of goods, transportation of products will continue to
be the most important link in the distribution chain. Faster movement of
inventory is increasing the importance of storing finished goods near the
final consumer for quick response to meet consumer demand. Further, greater
reliance on just-in-time inventory control by manufacturers requires that
goods used in the manufacturing process be stored relatively close to
manufacturing centers to ensure continuous replenishment of those goods when
needed.
As the distribution chain continues to become shorter and regional
economies expand or contract, the demand for storage space will fluctuate (i.e.
the demand in specific source and destination markets will increase or
decrease). However, space located along the path of goods movement will remain
in demand even as source and destination points change over time. The Company
owns warehouse/distribution and light industrial properties in target markets
that are located strategically along the path of goods movement across the
United States.
The Company's current target markets are Atlanta, Chicago, Columbus,
Dallas, Detroit, Houston, Indianapolis, Los Angeles Basin, Memphis, New
Jersey/Pennsylvania I-95 Corridor, Orlando, Phoenix, San Francisco Bay Area and
Seattle.
The Company expects that it will make further investments in target markets
in which it currently owns Properties and may identify other target markets as
attractive investment opportunities become available. The Company believes that
opportunities exist in target markets to acquire or develop additional
industrial properties at attractive returns.
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The Company's target markets have been selected on the basis of their
ability to play a continuing and expanding role in the country's nationwide
distribution process. The Properties are generally located near major
transportation facilities, including highway and freeway interchanges, airports,
shipping ports and railyards. Management believes that the portfolio of
Properties is geographically well-located within competitive submarkets and is
well-received by prospective tenants and the brokerage communities in the target
markets. The current portfolio is characterized by a tenant base that is a mix
of local, regional and national companies. These companies are involved in a
variety of industries, including retailing and wholesaling, telecommunications,
aerospace, publishing, entertainment, advertising, pharmaceuticals and financial
services. Within these industries, the Company's tenants are involved in all
stages of the manufacturing, assembly and distribution processes of a diverse
set of commercial and retail products and services. The Company intends to
continue to improve this tenant base in each target market by increasing the
general credit quality of tenants and placing an emphasis on tenants that have
increasing distribution and storage space requirements.
As part of its business plan, the Company intends to evaluate additional
markets in which it may acquire and develop properties and may eliminate certain
existing target markets as conditions warrant.
NATIONAL FOCUS. The Company believes that its national focus on ownership
and management of industrial properties in selected markets has many strategic
advantages over owning and managing properties exclusively in one region of the
country. These advantages include the following:
- Enabling the Company to maintain and improve geographic
diversification.
- Permitting the Company to lease space to a tenant in more than one
market.
- Exposing the Company to direct build-to-suit transactions with major
national tenants in multiple markets.
- Providing the Company with the ability to respond to acquisition
opportunities in multiple markets throughout the country.
- Providing the Company with the opportunity to enhance or create
critical mass in the largest and most diverse industrial markets.
- Affording the Company growth opportunities in markets of institutional
investment quality, thus protecting property values and providing for a reduced
cost of capital.
- Allowing the Company to establish a Meridian Industrial Trust trade
name recognized by industrial space users throughout the country.
COMPETITION
All Properties owned by the Company are located in developed areas. Within
the market areas of each Property, there are numerous other industrial
properties and real estate companies which compete with the Company for tenants
and development and acquisition opportunities. The number of competitive
industrial properties and real estate companies in such areas could have a
material effect on (i) the Company's ability to rent space at the Properties and
the amount of rents currently charged, and (ii) development and acquisition
opportunities. The Company competes for tenants and acquisitions with other
companies who have greater resources than the Company.
INSURANCE
In addition to other types of insurance maintained by the Company, the
Company carries commercial general liability and excess liability coverage on
its Property portfolio in the annual aggregate amount of $150 million to insure
against liability claims and provide for the costs of defense of lawsuits
arising out of the Company's operation. Similarly, the Company is insured
against the risk of direct physical damage in an amount necessary to reimburse
the
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Company on a replacement cost basis for costs incurred to repair or rebuild
each property; this coverage includes reimbursement for any loss of rental
income during the reconstruction period in the aggregate amount as to be
sufficient to repair, or replace properties damaged by insured perils. There
are, however, certain types of losses (such as losses arising from acts of war
or relating to pollution) that are not generally insured because they are either
uninsurable or not economically insurable.
REGULATION AND SUPERVISION
Environmental Matters. Under various federal, state and local laws and
regulations, a current or previous owner, operator, manager or developer of real
estate may be liable for the cost of response to a hazardous substance release
to the environment that is detected on a property or in the ground or surface
water associated with a property. These laws often impose liability without
regard to whether the owner or operator was responsible for causing the
hazardous substance release. The cost of response may be substantial, and the
presence of the release, or the failure to respond to the release, may adversely
affect the owner's or operator's ability to sell the real estate or borrow
against the real estate.
Persons who arrange for the disposal or treatment of hazardous substances
at an off-site facility may also be liable for the cost of any necessary
response to a release at the treatment of disposal facility. Certain laws
govern the management of asbestos containing building materials. If asbestos
containing building materials are not properly handled during demolition or
remodeling of structures, the person responsible may be held liable in
government enforcement proceedings and for personal injuries that may have
resulted from exposures to asbestos fibers. In addition, the presence of
hazardous substances at a site adjacent to or in the vicinity of a property
could have an adverse effect on the value of the property and cause the owner to
incur costs to demonstrate that the owner's property has not contributed to the
hazardous substance release.
Although certain tenants at several of the Properties use hazardous
substances in the ordinary course of their operations, the Company believes that
those Properties are in material compliance with all federal, state and local
regulations regarding hazardous substances and the Company is not aware of any
material liability or claim relating to hazardous substances at any of the
Properties.
All of the Properties have been subject to at least a Phase I environmental
assessment. These assessments were intended to evaluate the environmental
condition of, and potential environmental liabilities associated with, the
Properties, and generally include (i) a visual observation of the Properties
during a site visit; (ii) a review of certain records concerning the Properties
including publicly-available information concerning known conditions at other
properties in the vicinity of the Properties; (iii) consideration of the likely
presence of asbestos-containing materials in the buildings on the Properties;
(iv) consideration of the likely presence of elevated levels of lead in the
drinking water; (v) an inquiry into the likely presence of polychlorinated
biphenyl's in electrical transformers; (vi) consideration of the presence of
underground or above-ground storage tanks and (vii) the preparation of a written
report. A Phase I assessment does not include sampling or analysis of soil,
ground water or other environmental media or subsurface investigations.
A property acquired in the Merger has experienced groundwater
contamination. An environmental consultant has reported that the sources of the
contamination appear to be adjoining parcels. A responsible party has
acknowledged orally that they must fund remediation costs. Management has
reviewed the financial condition of the responsible party (a municipality
located in the San Francisco Bay Area) and believes that party has the ability
to fund the costs of remediation. Accordingly, the Company has not accrued any
liability related to this property.
Environmental assessments do not necessarily identify all environmental
compliance issues or the extent of required remediation for those issues they do
identify.
REGULATION. A number of federal, state and local laws (such as the
Americans with Disabilities Act) may require modification to existing buildings
to improve access to such buildings by disabled persons. Additional legislation
may impose further requirements on owners with respect to access by disabled
persons. The cost of compliance with such laws may be substantial and may reduce
overall returns on properties.
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RISK FACTORS
An investment in the Company's securities involves various risks. The
following factors should be carefully considered in addition to the other
information set forth in this report.
RISK OF INABILITY TO SUSTAIN DISTRIBUTION LEVEL
The Company's current intended distribution level is based on a number of
assumptions, including assumptions relating to the future operations of the
Company. These assumptions concern, among other matters, continued property
occupancy and profitability of tenants, capital expenditures and other costs
relating to the Company's properties, the level of leasing activity, the
strength of real estate markets, competition, the cost of environmental
compliance and compliance with other laws, the amount of uninsured losses, and
decisions by the Company to reinvest rather than distribute cash available for
distribution. The Company currently expects to maintain its current distribution
level. However, some of the assumptions described above are beyond the control
of the Company, and a significant change in any such assumptions could cause a
reduction in the Company's cash flow and its cash available for distributions,
which could affect the Company's ability to sustain its distribution level.
INFLUENCE OF SIGNIFICANT STOCKHOLDERS
As of December 31, 1997, five stockholders of the Company owned a
majority of the outstanding Common Stock (assuming conversion of the Series B
Preferred Stock). Until such time as the holders of the Series B Preferred
Stock cease to hold shares of Series B Preferred Stock representing in the
aggregate at least the Minimum Ownership Level (as defined in the Company's
Charter), the holders of Series B Preferred Stock (Ameritech and OTR) are
entitled to require that the Board of Directors be expanded by one additional
director and to fill the vacancy created by that expansion. At the next
annual meeting following the election of a director by the holders of the
Series B Preferred Stock, if necessary, the number of directors would be
reduced to nine, including the director elected by the holders of the Series B
Preferred Stock. In addition, Prudential is entitled to require the Company
to expand the size of the Board of Directors by one director and to designate
the individual who will fill the vacancy created by such expansion.
Accordingly, for so long as these stockholders own a significant percentage
of the Company's stock, they will retain substantial influence over the
affairs of the Company, a situation that may result in decisions that do not
fully represent the interests of all stockholders of the Company.
REAL ESTATE INVESTMENT RISKS
EXPIRING LEASES. The Company's inability to renew or release space upon
expiration of its expiring leases could adversely affect the Company's cash flow
and its cash available for distributions. In addition, the Company usually will
incur additional costs in the form of leasing commissions and tenant
improvements if it is unable to renew an expiring lease with an existing tenant.
In that regard, during 1998 and 1999, leases covering approximately 17.25% and
13.68%, respectively of the Company's industrial leased space are scheduled to
expire.
GENERAL RISKS. The Company's investments are subject to the risks incident
to ownership and operation of commercial real estate generally. The yields
available from equity investments in real estate depend upon the amount of
income generated and expenses incurred. If the Company's properties do not
generate revenue sufficient to cover operating expenses, including debt service
and capital expenditures, the Company's cash flow and its ability to make
distributions to its stockholders will be adversely affected.
A commercial property's revenues and value may be adversely affected by a
number of factors, including: the national, state and local economic climate and
real estate conditions (such as oversupply of or reduced demand for space and
changes in market rental rates); the perceptions of prospective tenants of the
safety, convenience and attractiveness of the properties; the ability of the
owner to provide adequate management, maintenance and insurance; the ability to
collect on a timely basis all rents from tenants; the expense of periodically
renovating, repairing and reletting space; and increasing operating costs
(including real estate taxes and utilities) which may not be passed through the
tenants. Certain significant expenditures associated with investments in real
estate (such as debt service payments, real estate taxes, insurance and
maintenance costs) are generally not reduced when circumstances cause a
reduction in rental revenues
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from a property. If a property is mortgaged to secure the payment of
indebtedness and if the Company is unable to meet its mortgage payments, a
loss could be sustained as a result of foreclosure on the property or the
exercise of other remedies by the lender. In addition, real estate values and
income from properties are affected by such factors as compliance with laws
and governmental regulations, including tax laws, interest rate levels and
the availability of financing. Also, rentable square feet of commercial
property is often affected by market conditions and may therefore fluctuate
over time.
TENANT DEFAULTS. Substantially all the Company's income is derived from
rental income from real property and, consequently, the Company's cash flow and
ability to make expected distributions to stockholders would be adversely
affected if a significant number of tenants of the Properties failed to meet
their lease obligations. In the event of a default by a lessee, the Company may
experience delays in enforcing its rights as lessor and may incur substantial
costs in protecting its investment. At any time, a tenant of the Properties may
also seek protection under the bankruptcy laws, which could result in rejection
and termination of such tenant's lease and thereby cause a reduction in the cash
available for distribution by the Company. If a tenant rejects its lease, the
Company's claim for breach of the lease would be treated (absent collateral
securing the claim) as a general unsecured claim. No assurance can be given that
the Company will not experience significant tenant defaults in the future.
MARKET ILLIQUIDITY. Equity real estate investments are relatively
illiquid. Such illiquidity will tend to limit the ability of the Company to vary
its portfolio promptly in response to changes in economic or other conditions.
In addition, provisions of the Code limit a REIT's ability to sell properties
held for fewer than four years, which may affect the Company's ability to sell
properties at a time when it is otherwise economically advantageous to do so,
thereby adversely affecting returns to holders of Common Stock.
OPERATING RISKS. The Properties are subject to operating risks common to
commercial real estate in general, any and all of which may adversely affect
occupancy or rental rates. The Properties are subject to increases in operating
expenses such as: cleaning, electricity, heating, ventilation and air
conditioning; insurance and administrative costs; and other general costs
associated with security, landscaping, repairs and maintenance. While the
Company's tenants are currently obligated to pay all or a portion of these
escalating costs, there can be no assurance that tenants will agree to pay such
costs upon renewal or that new tenants will agree to pay such costs. If
operating expenses increase, the local rental market may limit the extent to
which rents may be increased to meet increased expenses without decreasing
occupancy rates. While the Company generally implements cost saving incentive
measures at its Properties, if any of the circumstances discussed in this
paragraph occurs, the Company's cash flow and its ability to make distributions
to stockholders could be adversely affected.
COMPETITION. There are numerous commercial properties that compete with
the Company in attracting tenants and numerous companies that compete in the
selection of land for development and properties for acquisition. These
competitors include publicly traded REITs, privately held REITs, investment
banking firms and private institutional investment firms. This competition for
acquisition and development opportunities has increased prices for
warehouse/distribution and light industrial properties and may continue to
increase such prices in the future and also may lower the Company's return
on such investments.
UNINSURED LOSSES. The Company carries or requires its tenants to carry
comprehensive liability, fire, extended coverage and rental loss insurance with
respect to all of the Properties, with policy specifications, insured limits and
deductibles customarily carried for similar properties. There are, however,
certain types of losses (such as losses arising from acts of war or relating to
pollution) that are not generally insured because they are either uninsurable or
not economically insurable. Should an uninsured loss or a loss in excess of
insured limits occur, the Company could lose its capital invested in a Property,
as well as the anticipated future revenue from such Property, and would continue
to be obligated on any mortgage indebtedness or other obligations related to the
property. Any such loss would adversely affect the business of the Company and
its financial condition and results of operations.
POTENTIAL ENVIRONMENTAL LIABILITY RELATED TO THE PROPERTIES
Under various federal, state and local laws, ordinances and regulations, an
owner of real estate is liable for the costs of removal or remediation of
certain hazardous or toxic substances on or in such property. These laws often
impose such liability without regard to whether the owner knew of, or was
responsible for, the presence of such hazardous or
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toxic substances. The cost of any required remediation and the owner's
liability therefore as to any property is generally not limited under such
enactments and could exceed the value of the property and/or the aggregate
assets of the owner. The presence of such substances, or the failure to
properly remediate such substances, may adversely affect the owner's ability
to sell or rent such property or to borrow using such property as collateral.
Persons who arrange for the disposal or treatment of hazardous or toxic
substances may also be liable for the costs of removal or remediation of such
substances at a disposal or treatment facility, whether or not such facility
is owned or operated by such person. Certain environmental laws govern the
removal, encapsulation or disturbance of asbestos-containing materials
("ACMs") when such materials are in poor condition or the Property in
question is renovated or demolished. Such laws impose liability for release
of ACMs into the air, and third parties may seek recovery from owners or
operators of real properties for personal injury associated with ACMs. In
connection with the ownership (direct or indirect), operation, management and
development of real properties, the Company may be considered an owner or
operator of such properties or as having arranged for the disposal or
treatment of hazardous or toxic substances. The Company may therefore be
potentially liable for removal or remediation of costs, as well as certain
other related costs, including governmental fines and injuries to persons and
property.
All the Properties have been subject to a Phase I or similar environmental
audit undertaken by independent environmental consultants after December 1992
(which involved general inspections without soil sampling, ground water analysis
or radon testing and, for the Properties constructed in 1978 or earlier, survey
inspections to ascertain the existence of ACMs). These environmental audits
have not revealed, and the Company is not aware of, any environmental liability
that would have a material adverse effect on the Company's business.
RISKS OF ACQUISITION, DEVELOPMENT AND CONSTRUCTION ACTIVITIES
The Company intends to acquire existing warehouse/distribution and light
industrial properties to the extent they can be acquired on advantageous terms
and meet the Company's investment criteria. Acquisitions of such properties
entail general investment risk associated with any real estate investment,
including the risk that investments will fail to perform as expected or that
estimates of cost of planned improvements may prove inaccurate.
The Company also intends to grow the selective development and construction
of build-to-suit warehouse/distribution and light industrial properties as
opportunities arise in the future. Risks associated with the Company's
development and construction activities include the risk that: the Company may
abandon development activities after expending resources to determine
feasibility; construction costs of a project may exceed original estimates;
occupancy rates and rents at a newly completed property may not be sufficient to
make the property profitable; financing may not be available on favorable terms
for development of a property; and the construction and lease-up may not be
completed on schedule, resulting in lower cash flow to satisfy debt obligations
and increased expense and construction costs. Development activities are also
subject to risk relating to inability to obtain, or delays in obtaining, all
necessary zoning, land-use, building, occupancy and other required governmental
permits and authorizations. If any of the circumstances described in this
paragraph occur, the Company's cash flow and its ability to make expected
distributions to stockholders could be adversely affected. In addition, new
development activities, regardless of whether they are ultimately successful,
typically require a substantial portion of management's time and attention.
RISKS OF ADVERSE EFFECT ON THE COMPANY FROM DEBT FINANCING, INCREASES IN
INTEREST RATES, FINANCIAL COVENANTS AND ABSENCE OF LIMITATIONS ON DEBT
DEBT FINANCING. The Company is subject to risks normally associated with
debt financing, including the risk that the Company's cash flow will be
insufficient to meet required payments of principal and interest and the risk
that existing indebtedness on the Properties will not be able to be refinanced
or that the terms of such refinancings will be as favorable as the terms of the
existing indebtedness. There can be no assurance that the Company will be able
to refinance any indebtedness or otherwise obtain funds by selling assets or
raising equity to make required payments on maturing indebtedness.
REQUIREMENTS OF CREDIT FACILITIES; FORECLOSURES. The Company has entered
into secured and unsecured credit facilities as well as certain other promissory
notes. The terms of certain of this indebtedness require the Company to comply
with a number of customary financial and other covenants (such as maintaining
certain debt coverage and loan-
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to-value ratios, maintaining insurance coverage, etc.). These covenants may
limit the Company's flexibility in its operations, and breaches of these
covenants could result in defaults under the instruments governing the
applicable indebtedness even if the Company has satisfied its payment
obligations. The Company may not have funds on hand sufficient to repay such
indebtedness at maturity. It may therefore be necessary for the Company to
refinance debt through additional debt financing or equity offerings. If the
Company is unable to refinance its indebtedness on acceptable terms, the
Company may be forced to dispose of properties upon disadvantageous terms,
which could result in losses to the Company and adversely affect the amount
of cash available for distribution to stockholders. In addition, if the
Company is unable to meet its payment obligation under its secured
indebtedness, certain Properties could be foreclosed upon by or otherwise
transferred to the lender with a consequent loss of income and asset value to
the Company.
RISK OF RISING INTEREST RATES. Outstanding advances under the Unsecured
Credit Facility bear interest rates at a variable rate. In addition, the Company
may incur indebtedness in the future that also bears interest at a variable rate
or may be required to refinance its debt at higher rates. Increases in interest
rates could increase the Company's interest expense, which could adversely
affect the Company's ability to pay expected distributions to stockholders.
NO LIMITATION ON DEBT. The Company currently has a policy of incurring
debt only if, upon such incurrence, the Company's debt-to-total market
capitalization would be 50% or less. However, the Organizational Documents of
the Company do not contain any limitation on the amount of indebtedness the
Company may incur. Accordingly, the Board could alter or eliminate this policy
and would do so if, for example, it were necessary in order for the Company to
continue to qualify as an REIT. If this policy were changed, the Company could
become more highly leveraged, resulting in an increase in debt service that
could adversely affect the cash available for distribution to stockholders and
could increase the risk of default on the Company's indebtedness.
CONFLICTS OF INTEREST
The Company has adopted certain policies designed to eliminate or minimize
conflicts of interest. These policies include a requirement that all
transactions in which officers, directors and substantial stockholders and their
affiliates have a conflicting interest must be approved by a majority of the
disinterested directors of the Company who are not officers or full time
employees of the Company or members of the immediate family of any such officer
or employee (the "Independent Directors"). However, there can be no assurance
that these policies will be successful in minimizing or eliminating such
conflicts and, if they are not successful, decisions could be made that might
fail fully to reflect the interests of all stockholders.
COSTS OF COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT AND SIMILAR LAWS
AMERICANS WITH DISABILITIES ACT. Under the Americans with Disabilities Act
of 1990 (the "ADA"), places of public accommodation and commercial facilities
are required to meet certain federal requirements related to access and use by
disabled persons. These requirements became effective in 1992. Although
management of the Company believes that the Properties are substantially in
compliance with present requirements of the ADA, the Company may incur
additional costs of compliance in the future. A number of additional federal,
state and local laws exist which impose further burdens or restrictions on
owners with respect to access by disabled persons and may require modifications
to the Properties, or restrict certain further renovations thereof, with respect
to access by disabled persons. The ultimate amount of the cost of compliance
with the ADA or other such laws is not currently ascertainable. While such costs
are not expected to have a material effect on the Company, they could be
substantial. If required changes involve greater expense than the Company
currently anticipates, the Company's cash flow and its ability to make expected
distributions could be adversely affected.
OTHER LAWS. The Properties are also subject to various federal, state and
local regulatory requirements, such as state and local fire and life safety
requirements. Failure to comply with these requirements could result in the
imposition of fines by governmental authorities or awards of damages to private
litigants. The Company believes that the Properties are currently in compliance
with all such regulatory requirements. However, there can be no assurance that
these requirements will not be changed or that new requirements will not be
imposed, a result that could require significant unanticipated expenditures by
the Company and could have an adverse effect on the Company's cash flow.
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RISKS OF FAILURE TO QUALIFY AS A REIT AND OTHER TAX LIABILITIES
CONSEQUENCES OF FAILURE TO QUALIFY AS A REIT. The Company has elected to
be taxed as a REIT under the Code, commencing with its initial taxable year
ended December 31, 1995. To maintain REIT status, the Company must meet a
number of highly technical requirements on a continuing basis. Those
requirements seek to ensure, among other things, that the gross income and
investments of a REIT are largely real estate related, that a REIT distributes
substantially all its ordinary taxable income to stockholders on a current basis
and that the REIT's ownership is not overly concentrated. Due to the complex
nature of these rules, the limited available guidance concerning interpretation
of the rules, the importance of ongoing factual determinations and the
possibility of adverse changes in the law, administrative interpretations of the
law and developments at the Company, no assurance can be given that the Company
will qualify as a REIT for any particular year.
If the Company fails to qualify as a REIT, it will be taxed as a regular
corporation, and distributions to stockholders will not be deductible in
computing the Company's taxable income. The resulting corporate tax liabilities
could materially reduce the funds available for distribution to the Company's
stockholders or for reinvestment. In the absence of REIT status, distributions
to stockholders would no longer be required. Moreover, the Company might not be
able to elect to be treated as a REIT for the four taxable years after the year
during which the Company ceased to qualify as a REIT. In addition, if the
Company later requalified as a REIT, it might be required to pay a full
corporate-level tax on any unrealized gain in its assets as of the date of
requalification and to make distributions equal to any earnings accumulated
during the period of non-REIT status.
EFFECT OF REIT DISTRIBUTION REQUIREMENTS. To maintain its qualification as
a REIT, the Company must annually distribute to the Company's stockholders at
least 95% of its net ordinary taxable income (not capital gains). This
requirement limits the Company's ability to accumulate capital. Under certain
circumstances, the Company may not have sufficient cash or other liquid assets
to meet the distribution requirement. Difficulties in meeting the distribution
requirements might arise due to competing demands for the Company's funds or to
timing differences between tax reporting and cash receipts and disbursements
(because income may have to be reported before cash is received, or because
expenses may have to be paid before a deduction is allowed or deductions may be
disallowed or limited). In those situations, the Company might be required to
borrow funds or sell properties on adverse terms in order to meet the
distribution requirements. Although the Company does not anticipate difficulties
in meeting the distribution requirements, no assurance can be given that the
necessary funds will be available. If the Company fails to make a required
distribution, it would cease to be a REIT.
LIMITS ON OWNERSHIP AND CHANGES IN CONTROL MAY DETER CHANGES IN MANAGEMENT AND
THIRD PARTY ACQUISITION PROPOSALS
In order to maintain its qualification as a REIT, not more than 50% in
value of the outstanding shares of the Company may be owned, directly or
indirectly, by five or fewer individuals (as defined in the Code to include
certain entities) during the last half of a taxable year (other than 1995). To
help the Company meet these requirements and otherwise maintain its REIT status,
the Company's Charter prohibits (a) actual or constructive ownership by any
person (other than persons designated by the Board as "Excepted Holders") of
more than 8.5% of the lesser of the number or value of the outstanding shares of
any class or series of the Company's Common Stock or preferred stock ("Equity
Stock"), (b) ownership of stock that would cause the Company to be "closely
held" or otherwise fail to qualify as a REIT and (c) transfers that would result
in outstanding shares being owned by less than 100 persons. The Company's
Charter provides that, upon any attempted transfer of shares (including warrants
or options to acquire shares) that would cause any person to be treated as
owning stock in violation of the ownership restrictions (other than the
prohibition against transfers that would result in less than 100 owners), the
number of shares that would cause the violation are automatically transferred to
a Trustee for the benefit of a charitable beneficiary as "Shares-In-Trust." The
person who otherwise would have been considered the owner will have no rights or
economic interest in those shares. For these purposes, potentially violative
"ownership" is evaluated by taking into account the broad constructive ownership
rules of Sections 544 and 318 of the Code, with certain modifications. In
addition, a "transfer" that is subject to these restrictions includes any
issuance, sale, transfer, gift, assignment, devise or other disposition, as well
as any other event
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that causes any person to have or acquire ownership (applying the
constructive ownership rules) of stock of the Company.
The provisions and certain other provisions of the Company's Charter and
bylaws and the Maryland General Corporation Law and the Company's recently
adopted Stockholder Rights Plan may have the effect of delaying, deferring or
preventing a third party from making an acquisition proposal for the Company and
may thereby inhibit a change in control of the Company. For example, such
provisions may (a) deter tender offers for Common Stock that may be attractive
to stockholders or (b) deter purchases of large blocks of Common Stock, thereby
limiting the opportunity for stockholders to receive a premium for their Common
Stock over then-prevailing market prices.
FUTURE ISSUANCES OF COMMON STOCK. The Charter authorizes the Board to
issue additional shares of Common Stock without stockholder approval. Any such
issuance could have the effect of diluting existing stockholders' interest in
the Company.
PREFERRED STOCK. The Charter authorizes the Board to (a) issue up to 25
million shares of preferred stock, (b) reclassify unissued shares of stock, (c)
establish the preferences, conversion and other rights, voting powers,
restrictions, limitations and restrictions on ownership and limitations as to
dividends or other distributions with respect to preferred stock and (d)
establish terms and conditions of redemption for each class or series of any
preferred stock issued.
DEPENDENCE ON KEY PERSONNEL
The Company is dependent on the efforts of its executive officers. The loss
of their services could have an adverse effect on the operations of the Company.
RISKS ASSOCIATED WITH RELIANCE ON FORWARD LOOKING STATEMENTS
This report contains statements which constitute forward looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). Those statements appear in a number of places in
this report and include statements regarding the intent, belief or current
expectations of the Company and its management with respect to, among other
things (i) potential acquisitions or property developments by the Company; (ii)
the Company's financing plans; (iii) trends affecting the Company's financial
condition or results of operations; (iv) the Company's growth strategy,
operating strategy and financing strategy; (v) the declaration and payment of
dividends; and (vi) regulatory matters affecting the Company. Readers are
cautioned that any such forward looking statements are not guarantees of future
performance and involve risks and uncertainties and that actual results may
differ materially from those projected in the forward looking statements as a
result of various factors. Risks and uncertainties associated with the
Company's acquisition activities include risks that acquisition opportunities
explored by the Company may be abandoned, investments will fail to perform in
accordance with expectations and analysis with respect to the cost of
improvements to bring an acquired project up to standards will prove inaccurate,
as well as general investment risks associated with any new real estate
investment.
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SIGNATURE
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.
Dated: June 23, 1998 MERIDIAN INDUSTRIAL TRUST, INC.
By: /s/ Milton K. Reeder
--------------------------------
Milton K. Reeder
President
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