ITEM 1. BUSINESS
THE COMPANY
American Industrial Properties REIT (together with its subsidiaries, the "Trust" or the "Company") is a Texas real estate investment trust that was organized on September 26, 1985. On November 27, 1985, the Trust completed an initial public offering of its common shares of beneficial interest (the "Shares") and commenced operations. In addition to wholly owned subsidiaries, the Trust owns a general partner interest and substantially all of the economic interests, directly or indirectly, in three operating partnerships and a 55.84% interest in a joint venture owning an office building.
As of December 31, 1999, the Trust directly or indirectly owned a portfolio of 74 real estate properties, aggregating 8.1 million net rentable square feet ("nrsf"). The Trust's emphasis is in the light industrial sector, which is characterized as office showroom, service center and flex properties, low rise offices, and small bay distribution properties (see "Business Objectives and Strategy" below). Based on net rentable square feet, as of December 31, 1999, approximately 72% of the Trust's portfolio is represented by light industrial properties, 25% of the portfolio is represented by office properties and 3% of the portfolio is represented by retail properties. The light industrial properties are leased for office, office showroom, warehouse, distribution, research and development, and light assembly purposes. The retail properties are leased to retail merchandise establishments, restaurants and a cinema. No single tenant accounted for more than 10% of the Trust's consolidated gross revenue for the year ended December 31, 1999. No individual property accounted for more than 10% of total revenues of the Trust for the year ended December 31, 1999.
The Trust has qualified as a real estate investment trust ("REIT") for federal income tax purposes since 1985 and intends to maintain its REIT qualification in the future. In order to preserve its REIT status, the Trust must meet certain criteria with respect to assets, income, and shareholder ownership. In addition, the Trust is required to distribute at least 95% of taxable income (as defined in the Internal Revenue Code of 1986, as amended) (the "Code") to its shareholders.
The Trust's executive offices are located at 6210 North Beltline Road, Suite 170, Irving, Texas 75063. The Trust's main telephone number is (972)756-6000. The Trust's web site address is www.aipreit.com.
BUSINESS OBJECTIVES AND STRATEGY
The Trust's business objective is to increase shareholder value through opportunistic investments and efficient operations in the light industrial property sector, including office showroom, service center and flex properties, low rise offices, and small bay distribution properties.
Focus on Light Industrial Properties. The Trust intends to focus on the light industrial sector of the real estate market, believing that this sector offers a number of compelling benefits. The light industrial property sector serves the smaller tenant population and, in many instances, serves as a low cost office space alternative. In general, rents in light industrial office space offer the opportunity for increased returns as suburban office rents rise. The Trust believes that this sector a) is characterized by highly fragmented ownership, b) offers current opportunities to purchase properties at attractive yields and at a discount to replacement cost, and c) has, to date, avoided much of the institutional activity leading to higher prices and lower yields common to many other sectors of the real estate market. The Trust also believes that there are inherent benefits to its strategy of consolidating ownership in this sector, including greater returns through economies of scale and the ability to offer space alternatives to tenants which may not be currently available. The Trust's emphasis in the light industrial sector is ideally suited for the entrepreneurial segment of the economy, which consistently leads the United States in job growth. This property type is attractive to technology companies, which typically prefer flexible-use property space. The majority of the Trust's properties are situated in markets that have a concentration of technology firms, such as Dallas, San Francisco, San Diego and Northern Virginia.
Geographic Focus. The Trust will concentrate its efforts in the Southern and Western regions of the United States with primary target markets in Texas (Dallas, Houston, Austin), California (San Francisco,
Los Angeles, San Diego), Florida (Orlando, Tampa), Phoenix, Denver and Northern Virginia/ Washington, D.C. The target markets are characterized by above average population and economic growth, strong levels of new business formation and favorable supply and demand characteristics.
Experienced Management. The Trust has seasoned management with extensive experience in all phases of the real estate cycle. Management utilizes research-driven analysis of markets and sub-markets to identify targeted opportunities and intensive due diligence efforts to evaluate potential acquisitions. Management believes it has strong acquisition and networking capabilities to identify acquisition opportunities on both a single property and portfolio basis.
Growth from Existing Portfolio. The Trust will pursue increases in cash flow from its existing portfolio through intensive management of the portfolio and its tenant base. Portfolio management is focused on tenant service, leasing the portfolio to stabilized occupancy (generally 94-96%), retaining existing tenants and increasing rental rates. In addition, the Trust will seek to control operating expenses and should benefit from economies of scale as the size of its portfolio increases.
In 1999, the Trust initiated a transition to internalized property management, accounting and leasing of its properties, thereby significantly reducing the use of third parties in these areas. To date the Trust has internalized 40% of the property management and 100% of the property accounting of its portfolio on a total revenue basis. The Trust does not expect to convert to internal property management in markets where it does not own a sufficient critical mass to justify internalization of management. When combined with expected savings resulting from changes in its property insurance program, the Trust expects to realize net contribution from these efforts during 2000 in excess of $1.0 million. In addition to these savings, the Trust expects to realize future tangible and intangible benefits from a more direct relationship with its tenants.
Strategic Alternatives. In 1999, the Trust retained Salomon Smith Barney, Inc. and Prudential Securities Incorporated as financial advisors to assist the Trust in evaluating strategic alternatives designed to increase shareholder value. Such alternatives may include, but are not limited to, a merger, sale or other business combination involving the Trust, a sale of all or a portion of the Trust's assets or continuing to pursue a growth strategy for the Trust. The Trust can provide no assurance that a transaction will occur as a result of this evaluation.
Growth from Acquisitions. The Trust believes that it will be able to acquire properties in the light industrial sector at prices which justify investment. The Trust evaluates potential acquisitions from both a current yield and an internal rate of return perspective. The Trust periodically estimates its cost of capital in an effort to ensure that the internal rate of return on proposed acquisitions exceeds such cost of capital, thereby ensuring that an acquisition will be accretive on an equity basis. The Trust will, on occasion, utilize an operating partnership structure to acquire properties, which offers certain tax advantages to the seller of such properties. During 1999, a significant reduction in equity capital available to the REIT industry caused the Trust to scale back its acquisition plans. A total of $143 million in acquisitions were completed during 1999 compared with $237 million during 1998.
Financial Strategy. On a long term basis, the Trust seeks to lower its cost of capital through the appropriate use of debt and equity capital. The Trust continues to operate at higher levels of leverage than it would foresee on a longer term basis. The Trust believes that its use of leverage, which is 55.7% on a debt to total market capitalization ratio at December 31, 1999, is justified given existing acquisition prospects and the benefits of the Trust's transition to a larger entity. Although there is no assurance of ultimate availability, the Trust anticipates that future equity offerings will serve to deleverage the Trust.
RECENT DEVELOPMENTS
For the twelve months ended December 31, 1999, the Trust acquired 11 real estate properties for approximately $143 million (see "ITEM 2.
ITEM 2. PROPERTIES
As of December 31, 1999, the Trust owned 74 real estate properties, consisting of 57 light industrial developments, 15 office buildings, and 2 retail properties. The Trust's light industrial classification includes office showroom, service center and flex properties, low rise offices, and small bay distribution properties. In 1999, the Trust acquired 11 properties and sold 3 light industrial properties.
The following tables set forth certain information about the light industrial, office, and retail properties owned as of December 31, 1999. Based on annualized rental revenues in place as of December 31, 1999, no single tenant would have accounted for more than 10% of the Company's total annualized light industrial, office, and retail revenues for 1999. No individual property accounted for more than 10% of total revenues of the Trust for the twelve months ended December 31, 1999.
PROPERTY INFORMATION
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(a) The Trust owns a 55.84% joint venture interest in the property.
TENANT INFORMATION
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(a) Based on leases executed on or before December 31, 1999.
(b) The Trust owns a 55.84% joint venture interest in the property.
(c) The denominator of average base rental rate per square foot calculation for this property includes ground lease income.
INFORMATION BY PROPERTY TYPE
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(a) Based on leased net rentable square footage as of December 31, 1999. Includes revenues from ground leases.
LEASE EXPIRATION DETAIL(a)
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(a) Includes executed leases not yet occupied as of December 31, 1999.
SUMMARY TENANT INFORMATION
MORTGAGE INDEBTEDNESS
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(a) Office property.
(b) Retail property.
(c) The Trust owns a 55.84% joint venture interest in this property.
(d) Represents the unamortized difference between mortgage debt assumed and fair value of such debt. (See Note 2 to Consolidated Financial Statements.)
(e) Interest rate is fixed.
(f) Interest rate is variable based on 30 day LIBOR rate plus 2.00%.
(g) Interest rate is variable based on 30 day LIBOR rate plus 1.55%.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
On August 20, 1997, the Trust was named as a defendant in a lawsuit related to the January 1998 merger between the Trust and four real estate limited partnerships. The lawsuit purported to be both a class action and a derivative lawsuit against the defendants. The plaintiffs asserted various claims, including breach of fiduciary duty and various securities law violations, against the parties to the merger and certain individuals and were seeking monetary damages. On February 3, 2000, the Court issued a summary judgment in favor of the Trust dismissing this securities class action lawsuit. The Court, in making its ruling, held that the plaintiffs failed to offer admissible evidence to show they had been damaged. The deadline for the plaintiffs to file their notice of appeal has passed. At this time, the Trust has not received any indication that the plaintiffs have pursued an appeal. Although management cannot predict the outcome of the possible appeal of such litigation, management does not expect the liabilities, if any, that may ultimately result from such legal actions to have a material adverse effect on the consolidated financial position or results of operations of the Trust.
On April 13, 1998, the Trust was named as a defendant in an additional purported class action lawsuit related to the Trust's merger with the four real estate limited partnerships. The plaintiffs asserted various claims, including breach of fiduciary and contractual duties and various securities law violations, against the parties to the merger. In December 1999, the defendants settled this lawsuit. The Trust's share of the settlement cost was approximately $58,000.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
On December 8, 1999, an Annual Meeting of Shareholders was held for purposes of electing eleven Trust Managers and to ratify the selection of independent auditors. Results of the items voted on are as follows:
1. Election of Trust Managers
2. Ratification of Ernst & Young LLP as Independent Auditors
PART II.
ITEM 5.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
The Trust's Shares are listed and traded on the New York Stock Exchange (the "NYSE") under the symbol "IND." The following table sets forth for the periods indicated the high and low closing sales price of the Trust's Shares, and the cash distributions declared per Share:
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(a) Paid in the month following the end of the quarter.
As of March 22, 2000, the closing sale price per Share on the NYSE was $11.25. On such date, there were 20,949,784 outstanding Shares held by 8,128 shareholders of record.
A distribution of $0.20 per Share was paid on January 20, 1999 and April 15, 1999 and a $0.22 per Share distribution was paid on July 14, 1999, October 14, 1999 and January 14, 2000. In addition, the Trust declared a distribution of $0.22 per Share payable on April 14, 2000 to shareholders of record on April 5, 2000. Distributions totaling $0.84 and $0.58 were paid in 1999 and 1998, respectively. The Trust anticipates paying distributions for the foreseeable future.
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following table sets forth selected financial data for the Trust and its subsidiaries for each of the five years in the period ended December 31, 1999. This information should be read in conjunction with the discussion set forth in "Item 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with "Item 6. Selected Financial Data" and the Consolidated Financial Statements of the Trust and accompanying Notes included elsewhere in this Form 10-K. The statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may differ materially from those included in the forward-looking statements. These forward-looking statements involve risks and uncertainties including, but not limited to, changes in general economic conditions in the markets that could impact demand for the Trust's properties and changes in financial markets and interest rates impacting the Trust's ability to meet its financing needs and obligations.
RESULTS OF OPERATIONS
Comparison of 1999 to 1998
During 1999, the Trust completed acquisitions with an aggregate purchase price of $143 million. As a result of these acquisitions, the weighted average net rentable square footage owned by the Trust increased to 8,286,000 in 1999 from 5,453,000 in 1998, an increase of 52%. Property revenues increased 80% to $86,882,000 in 1999 from $48,357,000 in 1998, and income from property operations (which is defined as
property revenues less property operating expenses, excluding depreciation and amortization, interest expense, Trust administration and overhead expenses, or provision for possible losses on real estate) increased 86% to $59,998,000 in 1999 from $32,311,000 in 1998. On a same property basis, for properties owned as of January 1, 1998, excluding the two retail properties, property revenues increased to $30,184,000 in 1999 from $29,029,000 in 1998, an increase of 4.0%, comprised of a 4.4% increase in revenue related to industrial properties and a 3.4% increase in revenue related to office properties. These increases in revenue stemmed principally from an increase in rental rates and/or an increase in overall occupancy at a number of the properties. Overall leased occupancy of the Trust's portfolio was 93.6% at December 31, 1999 compared to 91.9% at December 31, 1998.
Same property operating expenses, for properties owned as of January 1, 1998, excluding the two retail properties, increased by 5.5%, primarily as a result of higher property taxes. Property operating expenses increased 5.0% for the industrial properties and 6.2% for the office properties. On a same property basis, for properties owned as of January 1, 1998, excluding the two retail properties, net operating income (which is defined as property revenue, excluding straight line rents, less property operating expenses and which does not include depreciation and amortization, interest expense, or Trust administration and overhead expenses) increased to $20,397,000 in 1999 from $19,747,000 in 1998, an increase of 3.3%. This overall increase is a result of the increase in revenue and expenses explained above and is a 4.1% increase related to industrial properties and a 1.9% increase related to office properties. Due to the small number of properties in the same property comparison, results can be unduly influenced by results from, or non-renewal of, a single large lease.
Income from operations increased to $15,008,000 in 1999 from a loss on operations of $4,295,000 in 1998 as a result of the increase in income from property operations explained above, offset by an increase in total interest expense of $11,423,000 due to an additional $94,600,000 in property financing in 1999, a full year of interest expense on properties acquired in 1998 and the provision for losses on real estate of $10,060,000 recorded in 1998 (see below). In addition, Trust administration and overhead expenses increased $899,000 due to an increase in full time employees, including the addition of in-house general counsel, expensing internal acquisition department costs previously capitalized, costs associated with prospective acquisitions and higher general costs due to the increased activity of the Trust in 1999. Depreciation and amortization increased $6,152,000 due to the acquisition of properties in 1999 and a full year of depreciation on properties acquired in 1998.
In 1999, the Trust did not record a provision for possible losses on real estate. In December 1998, the Trust recorded a provision for possible losses of $10,060,000 as a result of its decision to sell its retail property in Colorado in 1999. During 1999, the Trust did not receive an acceptable offer for this property, therefore, on December 31, 1999 the Trust reclassified this property to held for investment and recorded depreciation expense for the full year.
In 1999, the Trust recognized $624,000 ($0.03 per Share) as income in equity of a joint venture resulting from the sale of a light industrial property that the Trust was a 50% joint venture partner. The Trust did not sell any properties in 1998. During 1999, the Trust recognized extraordinary losses totaling $513,000 ($0.03 per Share) from the early extinguishment of debt. In 1998, the Trust recognized extraordinary losses totaling $5,803,000 ($0.47 per Share) comprised of loss on extinguishment of debt of $23,000 and costs related to a change in control of $5,780,000. The costs related to the change in control included approximately $2,484,000 for payments made to the Trust's senior officers in December 1998 pursuant to severance and change in control agreements which were triggered when DDR's ownership position exceeded 33%, an accrual of $2,960,000 related to the estimated fair market value of future payments through 2008 to the senior officers under previously granted dividend equivalent rights, approximately $300,000 related to vesting of restricted shares previously granted to the senior officers and $36,000 in payroll taxes associated with the payments to the senior officers. During 1999, the Trust sold three properties and one tract of vacant land resulting in a total loss of $200,000 ($0.01 per Share).
The Trust's emphasis in the light industrial sector is ideally suited for the entrepreneurial segment of the economy, which consistently leads the United States in job growth. This property type is attractive to technology companies, which typically prefer flexible-use property space. The majority of the Trust's
properties are situated in markets that have a concentration of technology firms, such as Dallas, San Francisco, San Diego, and Northern Virginia.
Comparison of 1998 to 1997
During 1998, the Trust completed acquisitions with an aggregate purchase price of $237 million. As a result of these acquisitions, the weighted average property square footage owned by the Trust increased to 5,453,000 in 1998 from 1,687,000 in 1997, an increase of 221%. Property revenues increased 296% to $48,357,000 in 1998 from $12,201,000 in 1997, and income from property operations (which is defined as property revenues less property operating expenses, excluding depreciation and amortization, interest expense, Trust administration and overhead expenses, or provision for possible losses on real estate) increased 310% to $32,311,000 in 1998 from $7,886,000 in 1997. On a same property basis, for properties owned as of January 1, 1997, property revenues increased to $9,916,000 in 1998 from $9,527,000, an increase of 4.1%, comprised of a 3.2% increase in revenue related to industrial properties, a 16.7% increase in revenue related to one office property and a 3.3% increase in revenue at the Trust's retail property in Denver, Colorado. These increases in revenue stemmed principally from an increase in rental rates and/or an increase in overall occupancy at a number of the properties. Overall leased occupancy of the Trust's portfolio was 91.9% at December 31, 1998 compared to 92.4% at December 31, 1997.
Same property operating expenses increased by 6.5%, primarily as a result of higher property taxes. On a same property basis, income from property operations increased to $6,073,000 in 1998 from $5,920,000 in 1997, an increase of 2.6%. This overall increase was a result of the increase in revenue explained above and was comprised of a 1.0% increase related to industrial properties, a 38.3% increase related to one office property and a 1.7% increase related to the Trust's retail properties. Due to the small number of properties in the same property comparison, results can be unduly influenced by results from, or non-renewal of, a single large lease.
Loss from operations increased to $4,295,000 in 1998 from $3,007,000 in 1997 as a result of the increase in income from property operations explained above, an increase in total interest expense of $9,361,000 due to an additional $145,100,000 in property financing in 1998 and a full year of interest expense on properties acquired in 1997 and a provision for losses on real estate of $10,060,000 (see below). In addition, Trust administration and overhead expenses increased $1,225,000 due to a 170% increase in full time employees, expensing internal acquisition department costs and higher general costs due to the increased activity of the Trust in 1998. Depreciation and amortization increased $5,226,000 due to the acquisition of properties in 1998 and a full year of depreciation on properties acquired in 1997.
In December 1998, the Trust recorded a provision for possible loss of $10,060,000 as a result of its decision to sell its retail property in Colorado in 1999. The Trust estimated the net sale proceeds to be received on such sale and recorded the provision. The estimate of net sale proceeds was based on subjective judgments.
During 1998, the Trust recognized extraordinary losses totaling $5,803,000 ($0.47 per Share) comprised of loss on extinguishment of debt of $23,000 and costs related to a change in control of $5,780,000. The costs related to change in control included approximately $2,484,000 for payments made to the Trust's senior officers in December 1998 pursuant to severance and change in control agreements which were triggered when DDR's ownership position exceeded 33%, an accrual of $2,960,000 related to the estimated fair market value of future payments through 2008 to the senior officers under previously granted dividend equivalent rights, approximately $300,000 related to vesting of restricted shares previously granted to the senior officers and $36,000 in payroll taxes associated with the payments to the senior officers. In 1997, the Trust recognized extraordinary gains on the extinguishment of debt of $2,643,000 ($0.80 per Share). During 1997, the Trust sold two properties for a total gain of $2,163,000 ($0.65 per Share). The Trust did not sell any properties in 1998.
Analysis of Cash Flows
COMPARISON OF 1999 TO 1998
Cash flow provided by operating activities in 1999 was $33,059,000. This results from the Trust's net income of $14,606,000 offset by net non-cash charges totaling $16,103,000 related to the loss on the extinguishment of debt, losses on the sale of real estate properties, minority interests, and depreciation and amortization. Issuance of Shares to Trust Managers of $129,000, an increase in restricted cash of $294,000 and a decrease in other assets of $5,907,000 further increased cash flow provided by operating activities. In addition, accounts payable, other liabilities and tenant security deposits decreased $4,144,000 and accrued interest increased $752,000 reducing cash flow provided by operating activities.
Cash flow used in investing activities in 1999 was $141,150,000, representing amounts expended on the acquisition of real estate and related working capital totaling $142,737,000 and capitalized expenditures of $15,769,000 offset by net proceeds from the sale of real estate properties totaling $17,356,000.
Cash flow provided by financing activities in 1999 was $104,450,000. This amount reflects net proceeds from mortgage financings and notes payable of $68,829,000 and proceeds from the private placements of Shares for net proceeds of $55,458,000 offset by the payment of loan costs of $3,029,000, the redemption of limited partnership units totaling $329,000 and distributions to shareholders and limited partnership unit holders of $16,479,000.
Cash flow provided by operating activities in 1998 was $2,961,000. This results from the Trust's net loss of $10,070,000 offset by net non-cash charges totaling $21,672,000 related to change in control costs, provision for possible real estate losses, minority interests, and depreciation and amortization. This amount is offset by the issuance of Shares to Trust Managers of $312,000, an increase in restricted cash of $3,301,000 and other assets of $10,073,000. In addition, an increase in accounts payable, other liabilities and tenant security deposits of $3,213,000 and an increase in accrued interest of $1,208,000 further increased cash flow provided by operating activities.
Cash flow used in investing activities in 1998 was $179,673,000, representing amounts expended on the acquisition of real estate and related working capital totaling $172,133,000 and capitalized expenditures of $7,540,000.
Cash flow provided by financing activities in 1998 was $171,174,000. This amount reflects net proceeds from mortgage financings and notes payable of $153,273,000 and proceeds from the private placements of Shares for net proceeds of $28,578,000 offset by the payment of loan costs of $1,852,000, the repurchase of Shares totaling $1,600,000 and distributions to shareholders and limited partnership unit holders of $7,225,000.
FUNDS FROM OPERATIONS
The Board of Governors of the National Association of Real Estate Investment Trusts, Inc. ("NAREIT") defines Funds from Operations ("FFO") as net income (loss) computed in accordance with generally accepted accounting principles ("GAAP"), excluding gains or losses from debt restructuring and sales of property, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures. The Trust calculates FFO in a manner consistent with the NAREIT definition. In addition, NAREIT recommends that extraordinary items or significant non-recurring items that distort comparability should not be considered in arriving at FFO. Accordingly, the Trust does not include extraordinary items or provision for possible losses on real estate in its calculation of FFO.
Effective January 1, 2000 NAREIT has revised the calculation of FFO to include all operating results, both recurring and non-recurring, except those results defined as "extraordinary items" under GAAP and gains and losses from sales of depreciable operating properties. Although the Trust does not anticipate a significant impact on current FFO calculations as a result of this change, the Trust has deferred costs totaling $1,229,000 at December 31, 1999 related to an ongoing strategic review of alternatives for the Trust. Under the new FFO guidelines, expenses related to these costs cannot be excluded from the calculation of FFO.
Should a strategic transaction not result from this review, the Trust will expense all such deferred costs during 2000.
The Trust believes FFO is an appropriate measure of its performance relative to other REITs. FFO provides investors with an understanding of the ability of the Trust to incur and service debt and make capital expenditures. There can be no assurance that FFO presented by the Trust is comparable to similarly titled measures of other REITs. While other REITs may not always use a similar definition, this information does add comparability to those which have adopted the NAREIT definition. FFO should not be considered as an alternative to net income or other measurements under generally accepted accounting principles as an indicator of the Trust's operating performance or to cash flows from operating, investing, or financing activities as a measure of liquidity. FFO does not reflect working capital changes, cash expenditures for capital improvements, or principal payments on indebtedness.
The following table shows the Trust's cash flows from its operating, investing and financing activities prepared in accordance with generally accepted accounting principles:
The following table shows the Trust's calculation of FFO:
YEAR 2000 ISSUES
To date, the Trust has not experienced any system failures or miscalculations that could have caused the disruption of operations as a result of the Year 2000 software issues. The Trust's proactive plan was instrumental in insuring that there were no Year 2000 issues associated with internally used hardware and systems. In addition, the Trust is not aware of any Year 2000 issues related to external service providers.
The Trust does not expect historical and future costs related to the Year 2000 issue to have a material effect on the consolidated financial position or results of operations of the Trust. To date the effect of the Year 2000 problem has not had a material impact on the Trust, but management cannot provide assurance
that unforeseen circumstances will not arise which could cause a material adverse effect upon the Trust's operations.
LIQUIDITY AND CAPITAL RESOURCES
The principal sources of funds for the Trust's liquidity requirements are funds generated from operation of the Trust's real estate assets, equity offerings, debt financings and/or refinancings, and unrestricted cash reserves. In addition, the Trust may from time to time sell properties that do not complement the Trust's property emphasis or geographic target markets. Proceeds from such sales could be used for working capital purposes, debt reduction or reinvested into other properties. As of December 31, 1999, the Trust had $2.5 million in unrestricted cash.
In August 1998, the Trust entered into a definitive agreement providing for a strategic investment by DDR in the Trust. Under the terms of the Share Purchase Agreement (the "Agreement"), DDR was obligated to purchase $115 million of common shares and up to $200 million in additional equity, subject to certain conditions, to fund property acquisitions approved by the Trust's Board. As of December 31, 1999, DDR purchased 9.7 million common shares for $148.6 million. Proceeds related to this agreement were used to fund $143 million in property acquisitions in 1999 as well as the purchase of properties in 1998.
In addition to the equity raised, the Trust utilized both long term and short term secured financing to fund property acquisitions. The Trust completed approximately $135.6 million in permanent fixed rate financings in 1999, including the $41.0 million refinancing of the Prudential Securities bridge loan in January 1999. In January 1999, the Trust initiated a secured acquisition credit facility with Bank One. The agreement contemplated a $150 million credit line of which Bank One and Wells Fargo Bank have each committed $25 million. The Trust does not currently anticipate further syndication of this line due to the current lack of equity capital availability and the Trust's reduced level of acquisitions. The credit line, which is secured by mortgage liens on properties, provides for a graduated variable interest rate (depending on the Trust's overall leverage) of LIBOR plus 1.4% to LIBOR plus 2.0%, has a maximum loan to value ratio of 60%, and matures in January 2001. As of December 31, 1999, the Trust has $19.5 million outstanding under this credit line, which bears interest at LIBOR plus 2.00%. At December 31, 1999, the blended interest rate for the Bank One credit line is 8.47%.
The Trust also has approximately $48.0 million outstanding under a $75 million PSCC secured acquisition line bearing interest at a variable rate based on the 30 day LIBOR plus 1.55%, currently 8.03% and a maturity date of April 27, 2000. The Trust is currently negotiating an extension of the maturity date of the acquisition credit line. The Trust cannot provide any assurance that such negotiations will result in the extension of the credit line. The Trust anticipates the retirement of this debt through sales of properties or through proceeds from long-term mortgage financings.
Including the Bank One credit line and the PSCC secured acquisition credit line at December 31, 1999, the Trust had $334.9 million in mortgage debt outstanding, of which approximately $263.8 million was represented by fixed rate debt, including $1.5 million in unamortized debt premium with a weighted average interest rate of 7.40%, and $69.6 million was represented by variable rate debt with a weighted average interest rate of 8.15%. These weighted average interest rates represent an average of the applicable stated interest rate and do not include the amortization of deferred loan costs (or debt premiums) which will produce a higher (or lower) weighted average interest rate.
At December 31, 1999, the Trust's total market capitalization (based upon a December 31, 1999 closing share price of $12.375 per share) was approximately $589.9 million. Based upon this amount, the Trust's debt to total market capitalization at December 31, 1999 was 55.7%. The Trust is currently operating at higher levels of leverage than it would foresee on a longer term basis. The Trust believes that the use of leverage is justified given existing acquisition prospects and the benefits of the Trust's transition to a larger entity. Although there is no assurance of ultimate availability, the Trust anticipates that equity will be raised in the future to deleverage the Trust.
On a long term basis, the Trust expects to meet liquidity requirements generated by property operating expenses, debt service, and future distributions with funds generated by the operations of its real properties. Should such funds not cover these needs, the possibility of future distributions may be reduced or eliminated. Although the Trust believes that its current leverage is justified, the risk of financial default could rise substantially if the Trust is unable to complete future equity offerings or if property operating results decline.
The nature of the Trust's operating properties, which generally provide for leases with a term of between three and five years, results in an approximate annual turnover rate of 20% to 25% of the Trust's tenants and related revenue. Such turnover requires capital expenditures related to tenant improvements and leasing commissions, capital repairs and replacements, initial capital expenditures and expansions and renovations related to properties acquired in order to maintain or improve the Trust's occupancy levels. These costs were $15,769,000 for the year ended December 31, 1999, compared to $7,540,000 for the year ended December 31, 1998. These costs have historically been funded out of the Trust's operating cash flow and cash reserves. The Trust has made no commitments for additional capital expenditures beyond those related to normal leasing and releasing activities, related escrows and initial capital expenditures, which are costs necessary to bring acquired properties to intended leasable condition at the time of acquisition.
A distribution of $0.22 per share was paid on October 14, 1999 and July 14, 1999 and a $0.20 per share distribution was paid on April 15, 1999 and January 20, 1999. The $0.22 per share distribution declared on November 4, 1999 was paid on January 14, 2000. The Trust declared a distribution of $0.22 per share, payable on April 14, 2000 to shareholders of record on April 5, 2000. The Trust's distribution policy is to conserve capital by, over time, lowering its FFO payout ratio. The Trust believes that the minimum FFO payout ratio in order to comply with the requirement to distribute 95% of taxable income, is approximately 50-55% based on the Trust's current capital structure. Future distributions will be at the discretion of the Board of Trust Managers. The Trust has approximately $34.3 million in net operating loss carryforwards, a portion of which could be utilized to reduce the payout of 95% taxable income required by the Internal Revenue Code.
On February 18, 1998, the Trust filed a Form S-3 shelf registration with the Securities and Exchange Commission which would provide for the issuance of up to $500 million in Common Shares of Beneficial Interest, Preferred Shares of Beneficial Interest, unsecured senior debt securities and/or warrants to purchase such securities in amounts, at prices and on terms to be determined by market conditions at the time of future offerings. To date, this shelf registration has not been utilized.
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The following discussion about the Trust's risk management includes forward-looking statements that involve risks and uncertainties. Actual results could differ materially from the results discussed in the forward-looking statements.
The Trust's primary market risk exposure is to changes in interest rates. The Trust is exposed to market risk related to its secured acquisition line with PSCC and the Bank One credit line as discussed in "Management's Discussion and Analysis of Financial Condition and Results of Operation -- Liquidity and Capital Resources." The acquisition line and credit line bear interest at variable rates and are subject to fluctuations in the market.
The Trust also uses long-term and medium-term secured debt as a source of capital. These debt instruments are typically issued at fixed interest rates. When these debt instruments mature, the Trust typically refinances such debt at then-existing market interest rates which may be more or less than the interest rates on the maturing debt.
If the interest rate for variable rate debt was 100 basis points higher or lower during 1999, the Trust's interest expense would have been increased or decreased by approximately $1,069,000. There is no fixed rate debt maturing in 2000.
The Trust historically has not hedged its exposure to fluctuations in interest rates and currently has no plans to do so in the future.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are listed in the Index to Financial Statements and Financial Statement Schedule appearing on Page of this Form 10-K.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
ITEM 10. TRUST MANAGERS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The persons who serve as Trust Managers and executive officers of the Trust, their ages and their respective positions are as follows:
Scott A. Wolstein was appointed as a Trust Manager and as Chairman of the Board of Trust Managers on July 30, 1998. Mr. Wolstein became Chairman of DDR in February 1997, and has served as President and Chief Executive Officer of DDR since its organization in 1992 and February 1993 initial public offering. Mr. Wolstein was a principal and executive officer of DDR's predecessors prior to 1993. Mr. Wolstein is a graduate of the Wharton School at the University of Pennsylvania and of the University of Michigan Law School. Following his graduation from the University of Michigan Law School, Mr. Wolstein was associated with the Cleveland law firm of Thompson, Hine & Flory. He is currently a member of the Board of Trustees of the National Association of Real Estate Investment Trusts and the International Council of Shopping Centers and serves as the General Co-Chairman of the Cleveland Campaign for the State of Israel Bonds. He is also a member of the Young Presidents Organization, The Urban Land Institute, the National Realty Committee and the Wharton Real Estate Center.
Albert T. Adams was appointed as a Trust Manager on July 30, 1998. Mr. Adams has been a partner with the law firm of Baker & Hostetler LLP in Cleveland, Ohio, since 1984, and has been affiliated with the firm since 1977. Mr. Adams is a graduate of Harvard College, Harvard Business School and Harvard Law School. He serves as a member of the Board of Trustees of the Greater Cleveland Roundtable and of the Western Reserve Historical Society. Mr. Adams also serves as a director of DDR, Associated Estates Realty Corporation, Boykin Lodging Company, Captec Net Lease Realty, Inc. and Dairy Mart Convenience Stores, Inc.
William H. Bricker has served as a Trust Manager of the Trust since September 1985. Mr. Bricker has served as President of DS Energy Services Incorporated and has consulted in the energy field and on
international trade since 1987. In May 1987, Mr. Bricker retired as the Chairman and Chief Executive Officer of Diamond Shamrock Corporation where he held various management positions from 1969 through May 1987. Mr. Bricker is also a director of the LTV Corporation. He received his Bachelor of Science and Master of Science degrees from Michigan State University.
T. Patrick Duncan has served as a Trust Manager since December 1996. Mr. Duncan joined USAA Real Estate Company ("Realco") in November 1986 as Chief Financial Officer. With over 24 years of experience, Mr. Duncan serves as Senior Vice President of Real Estate Operations with responsibilities which include the direction of all acquisitions, sales, management and leasing of real estate for USAA-affiliated companies. Mr. Duncan received degrees from the University of Arizona in Accounting and Finance. He is a Certified Public Accountant, Certified Commercial Investment Manager, and holds a Texas Real Estate Broker's License. Mr. Duncan is also a member of the Board of Directors for the Daughters of Charity and a member of the Board of Directors of the North San Antonio Chamber of Commerce.
Robert H. Gidel was appointed as a Trust Manager on July 30, 1998. Mr. Gidel also serves as a Member of the Board of Directors of Developers Diversified Realty Corporation, Lone Star Opportunity Funds I and II and Fortress Investment Trust. Since 1993, Mr. Gidel has been the managing partner of Liberty Partners, an investment partnership formed to purchase securities interests in private and public real estate companies. He has assumed management and governance roles in many of the companies in which the partnership has invested. He was President of Brazos Partners from 1993 -- 1995, President of Paragon Group, Inc. from 1996 -- 1997 and President of Meridian Point Realty Trust VIII from 1997 -- 1998. Prior to 1993, Mr. Gidel was a Managing Director of Alex. Brown Kleinwort Benson Realty Advisors. He is a graduate of Warrington College of Business at the University of Florida with a major in real estate.
Robert E. Giles has served as a Trust Manager since March 1996. Mr. Giles is currently Executive Vice President of Crown Castle UK Ltd., a communication sites and wireless network services company. From 1995 to 1999, Mr. Giles was the owner and President of Robert E. Giles Interests, Inc., a real estate consulting and development firm and President of Title Network, Ltd., a national title insurance agency. Mr. Giles was a Vice President with the J.E. Robert Companies, Inc. from 1994 to 1995. From 1990 to 1994, Mr. Giles was President and a Director of National Loan Bank, a publicly-held company created through the merger of Chemical Bank and Texas Commerce Bank. Mr. Giles received his Bachelor of Arts degree from University of Texas -- Austin in 1970 and received a Master of Arts degree from University of Texas -- Arlington in 1973.
Edward B. Kelley has served as a Trust Manager since December 1996. Mr. Kelley is President of USAA Real Estate Company and of La Cantera Development Company. He joined Realco in April 1989 as Executive Vice President and Chief Operating Officer before assuming his new title in August 1989. Mr. Kelley received his Bachelor of Business Administration degree from St. Mary's University in 1964 and a Masters in Business Administration from Southern Methodist University in 1967, and is a Member of the Appraisal Institute ("MAI"). Mr. Kelley is a member of the Board of Directors of USAA Equity Advisors, Inc.
Stanley J. Kraska, Jr. has served as a Trust Manager since July 1997,when he was appointed as an independent Trust Manager at the request of LaSalle Investment Management (Securities), LP and LaSalle Investment Management. Mr. Kraska has been employed by La Salle Investment Management (Securities) LP or its affiliates since February 1988. He currently serves as Managing Director, with responsibility for private placement investment. Mr. Kraska graduated from Dartmouth College in 1982 with a Bachelor of Arts degree and received a Master of Business Administration degree from Harvard University in 1986.
J. Timothy Morris has served as a Trust Manager since January 15, 1999. Mr. Morris is a Principal at Morgan Stanley Dean Witter and head of Morgan Stanley's Real Estate Special Situations Program. Mr. Morris has over 12 years of experience at Morgan Stanley in the investment banking and direct investment areas. Prior to heading up the Special Situations initiative, Mr. Morris spent five years in Hong Kong running Morgan Stanley's real estate business for Asia. Mr. Morris currently serves on the board of Grove Property Trust, as well as on the boards of two private REITs. He is a graduate of Indiana University and holds a Bachelor of Science degree in Finance.
James A. Schoff was appointed as a Trust Manager on July 30, 1998. Mr. Schoff is Vice Chairman of the Board and Chief Investment Officer of DDR. Prior to this, Mr. Schoff served as DDR's Executive Vice President and Chief Operating Officer from the time of the DDR's initial public offering, and he was a principal and executive officer of DDR's predecessors. Mr. Schoff is a graduate of Hamilton College and Cornell University Law School. Mr. Schoff practiced law with the firm of Thompson, Hine and Flory where he specialized in the acquisition and syndication of real estate properties. Mr. Schoff currently serves as a member of the Executive Committee and Board of Trustees of the Western Reserve Historical Society and the National Committee for Community and Justice.
Charles W. Wolcott currently serves as Trust Manager, President and Chief Executive Officer. Mr. Wolcott was hired as the President and Chief Executive Officer of the Trust in May 1993 and has served as a Trust Manager since August 1993. Mr. Wolcott was President and Chief Executive Officer for Trammell Crow Asset Services, a real estate asset and portfolio management affiliate of Trammell Crow Company, from 1990 to 1992. He served as Vice President and Chief Financial and Operating Officer of the Trust from 1988 to 1991. From 1988 to 1990, Mr. Wolcott was a partner in Trammell Crow Ventures Operating Partnership. Prior to joining the Trammell Crow Company in 1984, Mr. Wolcott was President of Wolcott Corporation, a firm engaged in the development and management of commercial real estate properties. Mr. Wolcott graduated from the University of Texas at Austin in 1975 with a Bachelor of Science degree and received a Master of Business Administration degree from Harvard University in 1977.
Lewis D. Friedland currently serves as Executive Vice President and Chief Operating Officer. He was hired as the Vice President and Chief Investment Officer of the Trust in 1997. Prior to joining the Trust, Mr. Friedland was a founding partner of Crimson Partners, an investment firm formed in 1992 that engaged in the acquisition and development of real estate assets. Prior to founding this firm, he was a Division Partner and Managing Director of Trammell Crow Company where he was responsible for that firm's development, leasing, and property management activities in Richmond, Va. Mr. Friedland graduated from the Wharton School of the University of Pennsylvania in 1981 with a Bachelor of Science Degree in Economics and received a Master of Business Administration degree from Harvard University in 1985.
Marc A. Simpson currently serves as Senior Vice President and Chief Financial Officer, Secretary and Treasurer. Mr. Simpson was hired as the Vice President and Chief Financial Officer, Secretary and Treasurer of the Trust in March 1994. From November 1989 through March 1994, Mr. Simpson was a Manager in the Financial Advisory Services Group of Coopers & Lybrand L.L.P. Prior to that time, he served as Controller of Pacific Realty Corporation, a real estate development company. Mr. Simpson graduated with a Bachelor of Business Administration degree from Midwestern State University in 1978, and received a Master of Business Administration degree from Southern Methodist University in 1990.
David B. Warner currently serves as Senior Vice President -- Real Estate Operations. Mr. Warner was hired as Vice President and Chief Operating Officer of the Trust in May 1993. From 1989 through the date he accepted a position with the Trust, Mr. Warner was a Director of the Equity Investment Group for the Prudential Realty Group. From 1985 to 1989, he served in the Real Estate Banking Group of NCNB Texas National Bank. Mr. Warner graduated from the University of Texas at Austin in 1981 with a degree in finance and received a Master of Business Administration from the same institution in 1984.
COMMITTEES OF THE TRUST MANAGERS
Audit Committee. The Audit Committee of the Trust Managers met seven times during the 1999 fiscal year. The Audit Committee reviews and approves the scope and results of any outside audit of the Trust, and the fees therefore, and makes recommendations to the Trust Managers or management concerning auditing and accounting matters and the efficacy of the Trust's internal control systems. The Audit Committee selects the Trust's independent auditors subject to shareholder ratification. During the 1999 fiscal year, Messrs. Bricker, Kelley, Giles and Gidel served on the Audit Committee. Current members of the Audit Committee are Messrs. Bricker, Kelley, Giles and Gidel.
Compensation Committee. The Compensation Committee met five times during the 1999 fiscal year. The Compensation Committee recommends to the Board of Trust Managers guidelines for compensation and
benefits of the executive officers of the Trust based upon achievement of objectives and other factors. The Compensation Committee is also responsible for acting upon all matters concerning, and exercising such authority as is delegated to it under the provisions of, any benefit, retirement or pension plan. During the 1999 fiscal year, Messrs. Bricker, Duncan, Giles and Gidel served on the Compensation Committee. Current members of the Compensation Committee are Messrs. Bricker, Duncan, Giles and Gidel.
Executive Committee. The Executive Committee was formed in 1998 and granted the power to authorize acquisitions and dispositions not to exceed $50 million and to bind the Trust to capital raising transactions not to exceed $100 million. The Executive Committee met 5 times during 1999. During the 1999 fiscal year, Messrs. Wolstein, Gidel, Duncan, Morris and Wolcott served on the Executive Committee. Current members of the Executive Committee are Messrs. Wolstein, Gidel, Duncan, Morris and Wolcott.
Special Committee. The Special Committee was formed in 1999 to review strategic alternatives. The Special Committee met 5 times during 1999. During the 1999 fiscal year, Messrs. Bricker, Giles and Morris served on the Special Committee. Current members of the Special Committee are Messrs. Bricker, Giles and Morris.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Messrs. Bricker, Duncan, Giles and Gidel. No executive officer of the Trust served as a member of the Compensation Committee or as a director of any other entity, one of whose executive officers served on the Compensation Committee or as a Trust Manager of the Company.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3, 4 and 5 (and any amendments thereto) furnished to the Trust with respect to the 1999 Fiscal Year or written representations from certain reporting persons that no forms were required, no person failed to disclose on a timely basis, as disclosed in such forms, reports required by Section 16(a) of the Exchange Act.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The following table summarizes the compensation paid by the Trust to the executive officers of the Trust for the three years ended December 31, 1999:
SUMMARY COMPENSATION TABLE
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(1) Represents bonus payments for current year paid in January of the following year.
(2) Represents aggregate amount from initial grant of share options.
(3) Includes Trust's contribution to the Retirement and Profit Sharing Plan for current year made in January of following year, the Employer Match for the Trust's 401(k) plan funded in 1999 and payments made under fully vested dividend equivalent rights granted in April 1998.
(4) Includes change of control payment ($862,500), payments made under fully vested dividend equivalent rights granted in April 1998 ($116,000), vesting of restricted shares ($135,100) pursuant to change in control and contribution to Retirement and Profit Sharing Plan ($7,030).
(5) Includes change of control payment ($693,750), payments made under fully vested dividend equivalent rights granted in April 1998 ($58,000), vesting of restricted shares ($57,900) pursuant to change in control and contribution to Retirement and Profit Sharing Plan ($7,030).
(6) Includes change of control payment ($472,500), payments made under fully vested dividend equivalent rights granted in April 1998 ($29,000), vesting of restricted shares ($33,775) pursuant to change in control and contribution to Retirement and Profit Sharing Plan ($7,030).
(7) Includes change of control payment ($455,625), payments made under fully vested dividend equivalent rights granted in April 1998 ($29,000), vesting of restricted shares ($33,775) pursuant to change in control and contribution to Retirement and Profit Sharing Plan ($7,030).
(8) Trust's contribution to the Retirement and Profit Sharing Plan for current year made in January of following year.
(9) Hired in May 1997.
SEVERANCE AND CHANGE IN CONTROL AGREEMENTS
On April 29, 1998, the Trust entered into Severance and Change in Control Agreements with each of Messrs. Wolcott, Friedland, Simpson and Warner, which agreements replaced and superseded existing Bonus and Severance Agreements with such officers. Among other things, the agreements provide that, upon a Change in Control (as defined), the respective officer will receive an amount equal to 2.50 times such officer's annualized base salary rate plus targeted bonus amount for the fiscal year in which the first event constituting a Change in Control occurs. In addition, each such officer will receive certain employee benefits for, in general, a one-year period commencing on the date of a Change in Control. Each agreement also provides that (1) if any payment made by the Trust to the respective officer would be subject to the "golden parachute" excise tax imposed under Section 4999 of the Internal Revenue Code of 1986, as amended, the Trust will pay to such officer an additional amount to offset the effects of such excise tax, (2) the Trust agrees to pay certain attorneys' and related fees and expenses incurred by the respective officer to enforce his rights under the agreement, and (3) all unvested awards under the Trust's Employee and Trust Manager Incentive Share Plan shall immediately vest upon a Change in Control and the officer shall have the right to exercise any vested awards during the balance of the award's term. Each agreement commenced on April 29, 1998 and continues for a five-year term and shall automatically renew for one-year terms unless earlier terminated in accordance with the agreement.
CHANGE IN CONTROL
Per the Severance and Change in Control Agreements, the term "Change in Control" is defined, among other things, as an acquisition of over 33% of the Trust's voting securities. On December 10, 1998, a Change in Control occurred upon the filing by DDR of Amendment No. 3 to Schedule 13D. Accordingly, payments totaling $2,484,375 to Messrs. Wolcott, Friedland, Simpson and Warner were made. In addition, outstanding options to purchase Shares held by these employees became immediately exercisable and the restrictions on any restricted shares held by these employees were lifted.
OPTION GRANTS
There were no share option grants made in the 1999 Fiscal Year to the Trust's executive officers.
OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
The following table sets forth certain information concerning the value of the unexercised options as of December 31, 1999 held by the Trust's executive officers. No options were exercised in the 1999 Fiscal Year by any of the executive officers.
AGGREGATE OPTION EXERCISES IN FISCAL 1999 AND FISCAL 1999 YEAR-END OPTION VALUES
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(a) The Trust's share price at December 31, 1999 was $12.375 which is less than the option exercise prices of either $13.625 or $15.00 per share. Therefore, the value of unexercised in-the-money options at December 31, 1999 is zero.
TRUST MANAGER COMPENSATION
In fiscal year 1999, the Trust paid an annual retainer of $25,000 to non-employee Trust Managers plus $1,000 for each Trust Manager meeting attended in person, $500 for each Trust Manager meeting attended via teleconference, $500 for each committee meeting attended in person and $250 for each committee meeting attended via teleconference. Additionally, the Trust Managers are reimbursed for their expenses incurred in connection with their duties as Trust Managers. Each non-employee Trust Manager has the right to receive his annual retainer in cash and/or Shares. In addition to the annual retainer, Mr. Bricker earned $18,750, Mr. Giles earned $10,250, Mr. Kelley earned $4,750, Mr. Duncan earned $7,750, Mr. Kraska earned $5,750, Mr. Morris earned $7,000, Mr. Wolstein earned $4,750, Mr. Schoff earned $5,250, Mr. Gidel earned $7,250 and Mr. Adams earned $5,500 in 1999 for attendance at Board of Trust Managers and committee meetings. In December 1998, the Trust adopted a deferred compensation plan for non-employee Trust Managers which gives Trust Managers the option to defer receipt of fees otherwise payable. Such deferred fees are credited to a deferral account in units representing Shares. The value of the units is increased or decreased as measured by the market value of Shares. Deferred compensation at December 31, 1999 totaled $40,000.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial ownership of Common Shares by (i) each Trust Manager, (ii) the Trust's Chief Executive Officer and each executive officer of the Trust, (iii) all Trust Managers and executive officers of the Trust as a group, and (iv) to the Trust's knowledge, by any person owning beneficially more than 5% of the outstanding shares of such class, in each case at March 21,
2000. Except as otherwise noted, each person named in the table has sole voting and investment power with respect to all Common Shares shown as beneficially owned by such person.
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* Ownership is less than 1% of outstanding Common Shares.
(1) Includes vested options to purchase 2,000 Common Shares.
(2) Includes vested options to purchase 5,000 Common Shares.
(3) Includes vested options to purchase 1,000 Common Shares.
(4) Includes vested options to purchase 250,000 Common Shares.
(5) Includes vested options to purchase 135,000 Common Shares.
(6) Includes vested options to purchase 70,000 Common Shares.
(7) Based upon Amendment No. 4 to Schedule 13D filed jointly by United Services Automobile Association ("USAA"), USAA Capital Corporation ("USAA CC"), and USAA Real Estate Company ("Realco") on August 6, 1998. USAA is the sole stockholder of USAA CC and USAA CC is the sole stockholder of Realco. Based upon these relationships, USAA, USAA CC, and Realco have shared voting and dispositive power over 1,680,086 Common Shares.
(8) Based upon Amendment No. 1 to Schedule 13D filed jointly by Morgan Stanley, MSAM and Morgan Stanley Real Estate Special Situations Fund II, L.P. on March 17, 1998 (the "MSAM Schedule 13D"), Morgan Stanley has sole voting and dispositive power over 120,231 Common Shares and shared voting and dispositive power over 1,879,422 Common Shares held by the investors for whom MSAM acts as an investment advisor (the "MSAM Purchasers"). Pursuant to separate investment
management agreements between MSAM and MSRE, MSAM has been granted voting and dispositive power with respect to the Common Shares held by MSRE. MSAM has shared voting and dispositive power over 1,879,422 Common Shares held by the MSAM Purchasers and the Morgan Stanley Real Estate Special Situations Fund II, L.P. has shared voting and dispositive power over 652,415 of such Common Shares. Pursuant to separate investment management agreements between MSAM and the MSAM Purchasers, MSAM has been granted voting and dispositive power with respect to the Common Shares held by each of the MSAM Purchasers.
(9) Based upon Amendment No. 2 to Schedule 13D filed jointly by LaSalle Investment Management (Securities) LP and LaSalle Investment Management on February 10, 1998, (i) LaSalle Investment Management (Securities) LP has sole voting and dispositive power over 480,213 Common Shares and shared voting and dispositive power with respect to 480,212 Common Shares; and (ii) LaSalle Investment Management has shared dispositive power with respect to 542,153 Common Shares.
(10) Based upon Amendment No. 6 to Schedule 13D filed jointly by Developers Diversified Realty Corporation and Scott A. Wolstein on August 23, 1999, DDR has sole voting and dispositive power over 9,756,656 Common Shares and Mr. Wolstein has sole voting and dispositive power over 6 Common Shares. Mr. Wolstein, as Chairman of the Board, President and Chief Executive Officer of DDR, may be deemed to beneficially own all shares held by DDR.
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
During 1998, the Trust on occasion entered into unsecured borrowings with DDR. Such borrowings bore a fixed rate of interest of 10.25%, provided for quarterly payments of interest and were due thirty days after demand. The Trust repaid all such borrowings, including payment of $111,000 of interest in the first quarter of 1999. The total interest on such borrowing was $661,000 for 1998. The Trust did not enter into any such borrowings in 1999.
Certain real estate investments are managed by Quorum Real Estate Services Corporation ("Quorum"), an affiliate of Realco, and DDR, major shareholders of the Trust. Quorum and DDR are paid competitive rates for services, including, but not limited to, construction, tenant finish, leasing and management. The Trust paid Quorum management fees of $709,000, leasing commissions of $712,000, brokerage fees of $92,000, and construction management fees of $66,000, for the year ended December 31, 1999. For the year ended December 31, 1998, management fees and leasing commissions paid by the Trust to Quorum were $548,000 and $24,000, respectively. The Trust paid DDR management fees of $17,900 for the year ended December 31, 1999 and $19,000 for the year ended December 31, 1998.
Effective October 8, 1998, DDR acquired an 89% limited partnership interest and a 1% general partnership interest in DDR/Tech 29 Limited Partnership, a limited partnership whose assets consist of two light industrial properties and one office property totaling 290,991 nrsf located in Silver Springs, Maryland. Several selling entities and affiliates thereof acquired the remaining partnership interests. These partnership interests are convertible into DDR common shares. As of November 20, 1998, the Trust acquired 88.5% of DDR's limited partnership interest and, in consideration therefore, issued approximately $16.1 million in Shares to DDR. The acquisition was deemed to be effective as of October 8, 1998 and the purchase price included interest accrued from such date.
On November 20, 1998, the Trust purchased undeveloped land from DDR in the amount of $2.3 million plus interest. The purchase was accomplished through the issuance of Shares to DDR in accordance with the Share Purchase Agreement dated July 30, 1998. This land was then contributed by the Trust to a joint venture with a third party.
The Trust currently leases space to an individual serving as a Trust Manager at competitive market rates. For the years ended December 31, 1999 and December 31, 1998, this Trust Manager paid $24,400 and $9,800 in lease payments to the Trust, respectively.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K
(a) (1) and (2) Financial Statements and Financial Statement Schedule:
See Index to Consolidated Financial Statements and Financial Statement Schedule appearing on page of this Form 10-K.
(3) Exhibits:
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* Filed herewith
(b) Reports on Form 8-K:
There were no events reported on Form 8-K during the quarter ended December 31, 1999.
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, on March 29, 2000.
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ CHARLES W. WOLCOTT ---------------------------------------- Charles W. Wolcott, Trust Manager, President and Chief Executive Officer
POWER OF ATTORNEY
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 dates indicated. Each of the undersigned officers and Trust Managers of the registrant hereby appoints Charles W. Wolcott or Marc A. Simpson, either of whom may act, his true and lawful attorneys-in-fact with full power to sign for him and in his name in the capacities indicated below and to file any and all amendments to the registration statement filed herewith, making such changes in the registration statement as the registrant deems appropriate, and generally to do all such things in his name and behalf in his capacity as an officer and director to enable the registrant to comply with the provisions of the Securities Act of 1934 and all requirements of the Securities and Exchange Commission.
AMERICAN INDUSTRIAL PROPERTIES REIT
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
All other financial statements and schedules not listed have been omitted because the required information is either included in the Consolidated Financial Statements and the Notes thereto as included herein or is not applicable or required.
REPORT OF INDEPENDENT AUDITORS
Trust Managers and Shareholders American Industrial Properties REIT:
We have audited the accompanying consolidated balance sheets of American Industrial Properties REIT (the "Trust") as of December 31, 1999 and 1998, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the three years in the period ended December 31, 1999. Our audits also included the financial statement schedule listed in the Index at Item 14(a)(2). These financial statements and schedule are the responsibility of the Trust's management. Our responsibility is to express an opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States. 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 in the financial statements. An audit also includes assessing the accounting principles 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of American Industrial Properties REIT at December 31, 1999 and 1998, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.
/s/ ERNST & YOUNG LLP ------------------------------------
Dallas, Texas February 3, 2000, except for Note 17, as to which the date is March 17, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
The accompanying notes are an integral part of these financial statements.
AMERICAN INDUSTRIAL PROPERTIES REIT
CONSOLIDATED BALANCE SHEETS (IN THOUSANDS, EXCEPT SHARE AND PER SHARE DATA)
ASSETS
The accompanying notes are an integral part of these financial statements.
AMERICAN INDUSTRIAL PROPERTIES REIT
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (IN THOUSANDS, EXCEPT NUMBER OF SHARES)
The accompanying notes are an integral part of these financial statements.
AMERICAN INDUSTRIAL PROPERTIES REIT
CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
The accompanying notes are an integral part of these financial statements.
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Property Operations. As a result of the acquisition of 11 properties and an undeveloped tract of land in 1999, the Trust assumed approximately $1.9 million of accounts payable and tenant security deposits.
As a result of the acquisition of 29 properties in 1998, the Trust issued $34.2 million in common shares, $0.9 million in limited partnership units, received approximately $0.6 million in other assets and assumed approximately $1.2 million of accounts payable and tenant security deposits.
During 1997, in connection with the merger with four real estate limited partnerships, the Trust issued Shares valued at $57.9 million and $3.7 million in limited partnership units. The Trust also assumed $31.2 million in mortgage notes payable and $7.2 million in unsecured notes payable. In addition, with the acquisition of other properties, the Trust issued $2.7 million in limited partnership units.
In 1999 the Trust redeemed 29,167 limited partnership units resulting in an increase to Shareholder's equity of $0.06 million.
Real Estate Held for Sale. During 1999, the Trust reclassified six properties and four tracts of land with a cost basis of $33.5 million to real estate held for sale. As of December 31, 1999, three of the industrial properties and one tract of land have been sold. During 1999, the Trust did not receive an acceptable offer for the retail property classified as held for sale at December 31, 1998. This property, with a cost basis of $29.4 million, was reclassified to held for investment at December 31, 1999 and depreciation expense was recorded for the full year.
Debt Conversion. During 1998, the Trust issued $42.7 million of Shares to DDR in exchange for unsecured notes payable to DDR. During 1997, the Trust issued $5.5 million of Shares to Realco in exchange for unsecured notes payable to Realco.
AMERICAN INDUSTRIAL PROPERTIES REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1999
NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES:
General. American Industrial Properties REIT is a self-administered Texas real estate investment trust which, as of December 31, 1999, directly or indirectly owns and operates commercial real estate properties consisting of industrial properties, office buildings and 2 retail properties. The Trust was formed September 26, 1985 and commenced operations on November 27, 1985.
Principles of Consolidation. The consolidated financial statements of the Trust include the accounts of American Industrial Properties REIT and its wholly-owned subsidiaries and controlled subsidiaries. Significant intercompany balances and transactions have been eliminated in consolidation. Joint ventures and other non-controlled subsidiaries are accounted for under the equity method of accounting. The Trust recognizes its proportionate share of earnings as income in equity in joint ventures in the accompanying statements of operations.
Use of Estimates. The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results may differ significantly from such estimates and assumptions.
Real Estate. The Trust carries its real estate held for investment at depreciated cost unless the asset is determined to be impaired. Real estate classified as held for sale is carried at lower of depreciated cost or fair value less costs to sell. The Trust records impairment losses on long-lived assets used in operations when events and circumstances indicate that the assets might be impaired and the expected undiscounted cash flows estimated to be generated by those assets are less than the related carrying amounts. If an asset held for investment is determined to be impaired, the impairment would be measured based upon the excess of the asset's carrying value over the fair value. In addition, the Trust records impairment losses on assets held for sale when the estimated sales proceeds, after estimated selling costs, are less than the carrying value of the related asset (see Note 2).
Property improvements which extend the useful life are capitalized while maintenance and repairs are expensed as incurred. Depreciation of buildings and capital improvements is computed using the straight-line method over forty years. Depreciation of tenant improvements is computed using the straight-line method over the lease term, but not to exceed ten years.
Cash and Cash Equivalents. Cash equivalents include demand deposits and all highly liquid instruments purchased with an original maturity of three months or less. Restricted cash amounts reflect escrow deposits held by third parties for the payment of taxes and insurance and reserves held by third parties for property repairs or tenant improvements. Certain escrow deposits held by third parties are non-interest bearing.
Other Assets. Other assets primarily consist of direct costs related to potential property acquisitions, deferred rents receivable, deferred commissions and loan fees. Potential third party property acquisition costs are capitalized and depreciated on a straight-line basis over the life of the asset when the asset is acquired. Leasing commissions are capitalized and amortized on a straight-line basis over the life of the lease. Loan fees are capitalized and amortized to interest expense on a level yield basis over the term of the related loan.
Rents and Tenant Reimbursements. Rental income, including contractual rent increases or delayed rent starts, is recognized on a straight-line basis over the lease term. The Trust has recorded deferred rent receivable (representing the excess of rental revenue recognized on a straight-line basis over actual rents received under the applicable lease provisions) of $2,916,000 and $1,398,000 at December 31, 1999 and 1998, respectively.
Several tenants in the Trust's retail properties are also required to pay as rent a percentage of their gross sales volume, to the extent such percentage rent exceeds their base rents. Such percentage rents amounted to
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$234,000, $172,000 and $94,000 for the years ended December 31, 1999, 1998 and 1997, respectively. In addition to paying base and percentage rents, most tenants are required to reimburse the Trust for operating expenses in excess of a negotiated base amount.
Income Tax Matters. The Trust operates as a real estate investment trust ("REIT") for federal income tax purposes. Under the REIT provisions, the Trust is required to distribute 95% of REIT taxable income and is allowed a deduction for distributions paid during the year. The Trust had taxable income for the years ended December 31, 1998 and December 31, 1997 and expects to report taxable income for the year ending December 31, 1999.
The Trust has a net operating loss carry forward from 1998 and prior years of approximately $34,301,000. The net operating losses are subject to restrictions on their use due to an ownership change, and as such, can only be used against approximately $1,200,000 of taxable income per year. The losses may be carried forward for up to 15 years. The present losses will expire beginning in the year 2004. Management intends to operate the Trust in such a manner as to continue to qualify as a REIT and to continue to distribute cash flow in excess of taxable income.
Earnings and profits, which will determine the taxability of distributions to shareholders, will differ from that reported for financial reporting purposes due primarily to differences in the basis of the assets and the estimated useful lives used to compute depreciation.
Earnings Per Share. Basic earnings per share excludes any dilutive effects of options, warrants and convertible securities. The computation of diluted earnings per share does not include common share equivalents where the inclusion of such does not result in dilution (based upon application of the "treasury stock" method) or, in periods where there is a net loss from operations, is anti-dilutive.
Share Compensation. The Trust accounts for its share compensation arrangements using the intrinsic value method.
Concentrations. As of December 31, 1999, the Trust owns 74 real estate properties in 11 states. The Trust's industrial properties are concentrated in the Texas market with 23 of the 57 properties located in the Dallas, Houston and Austin areas. The office buildings are primarily located in the west with 7 of the 15 located in California. The two retail properties are located in Colorado and Florida. The principal competitive factors in these markets are price, location, quality of space, and amenities. In each case, the Trust owns a small portion of the total similar space in the market and competes with owners of other space for tenants. Each of these markets is highly competitive, and other owners of property may have competitive advantages not available to the Trust.
Segment Reporting. The Trust classifies its reportable segments by property type. See Note 15 for the Trust's segment disclosures.
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NOTE 2 -- REAL ESTATE AND PROVISIONS FOR POSSIBLE LOSSES ON REAL ESTATE:
At December 31, 1999 and 1998, real estate was comprised of the following:
During 1999, the Trust purchased a portfolio of nine properties for $127.3 million. The purchase price was primarily funded with $75.2 million in borrowings secured under a secured bridge loan with PSCC and $51.8 million in common shares issued to DDR. During 1999, the Trust also acquired a portfolio of two properties for $15.8 million. The purchase price was primarily funded under a secured line of credit with Bank One and $5.5 million in common shares issued to DDR.
During 1999, the Trust reclassified six industrial properties and four tracts of land from held for investment to held for sale. One tract of land was sold in the second quarter of 1999 for $350,000 resulting in a $37,000 gain. The Trust sold two industrial properties in the third quarter of 1999 resulting in a net loss of approximately $59,000. The Trust sold an industrial property in the fourth quarter of 1999 resulting in a net loss of approximately $178,000. The remaining three industrial properties and three tracts of vacant land are not located in target markets currently identified by the Trust for future investment. At December 31, 1999, the Trust has contracts pending to sell two of the three remaining industrial properties and anticipates consummation these sales in the first quarter of 2000. The Trust's intent is to sell the remaining industrial property and three tracts of vacant land in 2000. These properties are included in the "Industrial" operating segment and reported net operating income of $1.3 million for the year ended December 31, 1999 and $1.3 million for the year ended December 31, 1998.
During 1999, a joint venture, 50% owned by the Trust, sold a light industrial property. The Trust's investment in the joint venture was approximately $2.5 million. The Trust earned approximately $0.6 million from this joint venture.
During 1998, the Trust acquired 29 real estate properties for approximately $237 million. To fund these acquisitions, the Trust paid approximately $37.8 million in cash, obtained $28.3 million and $42.7 million of financing under its acquisition line of credit and secured bridge loan, respectively, assumed approximately $32.7 million in mortgage debt with a fair value of $34.9 million, obtained $47.2 million of financing through unsecured borrowings with DDR, issued $0.9 million of limited partnership units and issued $47.7 million in common shares to DDR. The difference between the assumed amount and the fair value of the mortgage debt assumed was recorded as debt premium.
At December 31, 1998, the Trust recorded a $10.1 million write down of its retail property in Denver, Colorado and reclassified the property from held for investment to held for sale. The Trust's intent was to sell this property in 1999, thereby allowing the Trust to continue its focus on the light industrial sector of the real estate market. Although offers were received, none of the offers were deemed acceptable and the property has
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been reclassified back to held for investment as of December 31, 1999 to reflect the Trust's intent to hold this property. The Trust recaptured depreciation expense for the full year of 1999 for this property.
The Trust did not sell any properties in 1998.
The Trust has changed its capitalization policy with respect to internal acquisition costs. On March 19, 1998, the Trust ceased the capitalization of costs related to its internal acquisition department. The Trust capitalized $160,000 of such costs through March 19, 1998.
NOTE 3 -- MORTGAGE NOTES PAYABLE:
At December 31, 1999, 73 of the Trust's 74 properties were subject to liens securing mortgage notes payable with principal balances totaling $334,873,000 including $1,463,000 of debt premiums (see Note 2). Of this amount, approximately $263,792,000 was represented by mortgage notes with stated fixed interest rates ranging from 7.18% to 9.13%, a stated weighted average interest rate of 7.40%, and maturity dates in 2001 to 2016. Mortgage notes payable with variable interest rates total approximately $69,619,000. The variable rate debt consists of $50,119,000 under the Trust's PSCC secured acquisition credit line as well as $19,500,000 under its Bank One secured line of credit. The acquisition credit line bears interest at the 30 day LIBOR plus 1.55% and matures in April 2000. The Trust is currently negotiating an extension of the maturity date of the acquisition credit line. The Trust cannot provide any assurance that such negotiations will result in the extension of the credit line. The Bank One line of credit, which provides for a variable rate spread based upon the company's overall debt leverage, currently bears interest at the 30 day LIBOR plus 2.00% and matures in January 2001. The interest rates on the acquisition credit line and the line of credit at December 31, 1999 are 8.03% and 8.47%, respectively.
Debt premiums are amortized into interest expense over the terms of the related mortgages using the effective interest method. As of December 31, 1999 and December 31, 1998, the unamortized debt premiums were $1,463,000 and $1,958,000, respectively.
Certain of the mortgage notes payable contain cross default and cross collateralization provisions whereby a default under one note can trigger a default under other notes. Certain of the mortgage notes payable, including the acquisition credit line and line of credit, also contain various borrowing restrictions and operating performance covenants. The Trust is in compliance with all such restrictions and covenants as of December 31, 1999.
Principal payments during each of the next five years are as follows: $54,767,000 in 2000, $52,170,000 in 2001, $19,549,000 in 2002, $27,355,000 in 2003, $11,884,000 in 2004, and $167,685,000 thereafter. Of the amount due in 2000, $50,119,000 is due under the Trust's acquisition credit line. The Trust is currently negotiating an extension of the maturity date of the acquisition credit line. The Trust cannot provide any assurance that on-going negotiations will result in the extension on this credit line.
During 1999 the Trust recognized an extraordinary loss on extinguishment of debt of $513,000 resulting from prepayment penalties and the write off of deferred financing costs on the early retirement of $88 million of mortgage debt.
At December 31, 1998, 51 of the Trust's 65 properties were subject to liens securing mortgage notes payable with principal balances totaling $252,481,000, including $1,958,000 of debt premiums (see Note 2). Of this amount, approximately $141,308,000 was represented by mortgage notes with stated fixed interest rates ranging from 7.25% to 9.13%, a stated weighted average interest rate of 8.01% and maturity dates in 2001 to 2016. Mortgage notes payable with variable interest rates consisted of $68,523,000 and $42,650,000 under the Trust's secured acquisition credit line and secured bridge loan, respectively. The acquisition credit line and bridge loan bear interest at the 30 day LIBOR plus 1.75% and mature in April, 1999 and January, 1999 as extended, respectively. The interest rate on these loans at December 31, 1998 was 7.38%.
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During 1998 the Trust recognized extraordinary loss on extinguishment of debt of $23,000 resulting from prepayment penalties on the early retirement of $1.2 million of mortgage debt.
NOTE 4 -- UNSECURED NOTES PAYABLE -- RELATED PARTY:
In January 1999, the Trust repaid in full three unsecured loans from DDR used to finance acquisitions. The Trust paid interest of $111,000 to DDR at the time of repayment. The interest rate on these demand notes was 10.25%. At December 31, 1998, the Trust had three unsecured notes outstanding totaling $14,058,000. The Trust paid interest of $660,850 to DDR for the year ended December 31, 1998.
NOTE 5 -- COMMITMENTS AND CONTINGENCIES:
Environmental Matters
The Trust has been notified of the existence of limited underground petroleum based contamination at a portion of Tamarac Square, the Trust's Colorado retail property. The source of the contamination is apparently related to underground storage tanks ("USTs") located on an adjacent property. The owner of the adjacent property has agreed to remediate the property to comply with state standards and has indemnified the Trust against costs related to its sampling activity. The responsible party for the adjacent USTs has submitted an amended corrective Action Plan to the Colorado Department of Public Health and Environment and awaits permission to upgrade its remediation system to address the contamination.
The Trust has been notified of the existence of limited cleaning solvents ("mineral spirits") contamination at Tech Center 29 Phase I. The contamination is the apparent result of a service center operated on the property until 1996. The tenant's primary operations consisted of the distribution of parts, cleaning equipment and cleaning solvents to industrial customers. Two USTs used in the operation were removed in 1996. The former tenant has been working with the Maryland Department of the Environment since the onset and has issued a standby letter of credit as financial assurance for remediation of the site. The Maryland Department of the Environment is beneficiary under the standby letter of credit.
With the exception of Tamarac Square and Tech 29 Phase I, the Trust has not been notified, and is not otherwise aware, of any material non-compliance, liability or claim relating to hazardous or toxic substances in connection with any of its properties.
Litigation
On August 20, 1997, the Trust was named as a defendant in a lawsuit related to the January 1998 merger between the Trust and four real estate limited partnerships. The lawsuit purported to be both a class action and a derivative lawsuit against the defendants. The plaintiffs asserted various claims, including breach of fiduciary duty and various securities law violations, against the parties to the merger and certain individuals and were seeking monetary damages. On February 3, 2000, the Court issued a summary judgment in favor of the Trust dismissing this securities class action lawsuit. The Court, in making its ruling, held that the plaintiffs failed to offer admissible evidence to show they had been damaged. The deadline for the plaintiffs to file their notice of appeal has passed. At this time, the Trust has not received any indication that the plaintiffs have pursued an appeal. Although management cannot predict the outcome of the possible appeal of such litigation, management does not expect the liabilities, if any, that may ultimately result from such legal actions to have a material adverse effect on the consolidated financial position or results of operations of the Trust.
On April 13, 1998, the Trust was named as a defendant in an additional purported class action lawsuit related to the Trust's merger with the four real estate limited partnerships. The plaintiffs asserted various claims, including breach of fiduciary and contractual duties and various securities law violations, against the parties to the merger. In December 1999, the defendants settled this lawsuit. The Trust's share of the settlement cost was approximately $58,000.
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NOTE 6 -- MINORITY INTEREST:
Operating Partnerships. AIP-SWAG Operating L.P. and AIP Operating, L.P. have 179,085 and 29,166 limited partnership units outstanding, respectively, as of December 31, 1999 (excluding limited partnership units held by the Trust). Pursuant to the limited partnership agreement for each partnership, the limited partners received rights (the "Redemption Rights") that enable them to cause the partnership to redeem each limited partnership unit for cash equal to the value, as determined in accordance with the partnership agreement, of a Share (or, at the Trust's election, the Trust may purchase each limited partnership unit offered for redemption for one Share). The Redemption Rights generally may be exercised at any time after one year following the issuance of the limited partnership units. The number of Shares issuable upon exercise of the Redemption Rights will be adjusted for share splits, mergers, consolidations or similar pro rata transactions, which would have the effect of diluting the ownership interests of the limited partners or the shareholders of the Trust. The limited partners' interest in each partnership is reflected as minority interest in the accompanying consolidated financial statements. In December 1999, 29,167 AIP Operating L.P. limited partnership units were redeemed for approximately $330,000 resulting in an increase in Shareholders' equity of $63,000.
AIP-SWAG Operating L.P. and AIP Operating, L.P. had 179,085 and 58,333 limited partnership units outstanding, respectively, as of December 31, 1998.
Other Partnerships. In connection with the merger of four real estate limited partnerships, effective December 31, 1997, the Trust acquired a 55.84% interest in Chelmsford Associates LLC, formerly Chelmsford Associates Joint Venture, a joint venture owning one office property. The remaining 44.16% interest is owned by a significant shareholder of the Trust. The financial position and results of operations of the joint venture is included in the consolidated financial statements of the Trust. The other venturer's interest in the partnership is reflected as minority interest in the accompanying consolidated financial statements.
NOTE 7 -- SHAREHOLDERS' EQUITY:
Capital Stock. The Trust is authorized to issue up to 500,000,000 Shares. The Shares have dividend, distribution, liquidation and other rights as disclosed in the Declaration of the Trust. As of December 31, 1999, 20,926,098 shares are issued and outstanding.
The Trust is authorized to issue up to 50,000,000 Preferred Shares of Beneficial Interest in one or more series. The number of shares in each series and the designation, powers, preferences and rights of each such series and the qualifications, limitations or restrictions thereof have not been established. As of December 31, 1999, no Preferred Shares of Beneficial Interest were issued.
The 1998 Share repurchase program resulted in the Trust purchasing 123,783 Shares in the open market, for an aggregate cost of $1,598,000. These Shares are held in Treasury. As of December 31, 1999, the Trust has a total of 165,755 Shares held in Treasury.
Private Placement. On August 3, 1998, the Trust entered into a definitive agreement providing for a strategic investment by DDR in the Trust. Under the terms of the Agreement, the transaction has three stages. The first stage of equity investment, effective as of July 30, 1998, resulted in DDR acquiring 2,207,618 common shares at a price of $15.50 per share in exchange for consideration valued at approximately $34.2 million. As of December 31, 1998, the Trust had issued an additional 3,683,584 common shares related to the second stage of the Agreement at a price of $15.50 per share to fund property acquisitions. The common shares issued in the first and second stages are of the same class as the Trust's existing common shares and are entitled to the same voting and distribution rights as all common shares, subject to certain restrictions on the resale of the common shares. The remainder of the second stage, 1,543,005 common shares at $15.50 per share, and the entire third stage, which provided for a potential $200 million of equity investment, had not occurred as of December 31, 1998.
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During the twelve months ended December 31, 1999, the Trust issued 3,765,454 common shares to DDR in connection with the purchase of 11 properties (see Note 2), 113,836 common shares were issued in connection with the Dividend Reinvestment Plan and 11,103 common shares were issued to Trust Managers that elected to receive base fee compensation in common shares. In total the Trust issued 3,890,393 common shares 1999. In accordance with the Agreement, the Shares issued to DDR in 1999 were at an average price of $15.22 per share.
Share Incentive Plans. The Trust adopted the Employee and Trust Managers Incentive Share Plan (the "Plan") for the purpose of (i) attracting and retaining employees, directors and others, (ii) providing incentives to those deemed important to the success of the Trust, and (iii) associating the interests of these individuals with the interests of the Trust and its shareholders through opportunities for increased share ownership. All awards under the Plan are determined by the Compensation Committee of the Board of Trust Managers. A maximum limit of 10% of the total number of Shares outstanding at any time on a fully-diluted basis may be issued under the Plan.
Under the terms of the Plan, any person who is a full-time employee or a Trust Manager of the Trust or of an affiliate (as defined in the Plan) of the Trust or a person designated by the Compensation Committee as eligible because such person performs bona fide consulting or advisory services for the Trust or an affiliate of the Trust (other than services in connection with the offer or sale of securities in a capital-raising transaction) and has a direct and significant effect on the financial development of the Trust or an affiliate of the Trust, shall be eligible to receive awards under the Plan.
Share Option Awards. In connection with the Agreement with DDR, on July 29, 1998, the Trust granted share options to purchase 100,000 Shares to the Chairman of the Board of Trust Managers, who, in accordance with DDR's request, transferred the options to his employer, DDR. The exercise price of the options was $12.625 (the market price of the Trust's Shares on the date of the grant) and the fair value of the options was $221,000. The options vested on November 20, 1998.
On an annual basis, each non-employee Trust Manager shall receive a non-qualified share option to purchase 1,000 common shares. Each of these non-employee Trust Manager options is fully exercisable upon the date of grant and generally terminates (unless sooner terminated under the terms of the Plan) ten years after the date of grant. The exercise price is determined by the Compensation Committee and must have an exercise price equal to not less than 100% of the fair market value of a Share on the date of grant. During 1999, 1998 and 1997, 10,000, 10,000 and 7,000 common shares were granted, respectively.
During 1998, pursuant to the plan, the Trust Managers granted share options to purchase 460,000 common shares to 12 members of management. The exercise price of the options granted is $13.625. In addition, the Board approved the award of 27,000 restricted shares to the Trust's senior officers. The restricted shares vest annually beginning on the first anniversary date of the date of grant.
In 1999, 10,000 share options were granted to a new member of management and 10,000 share options, originally issued in 1998, were canceled due to employee terminations. All options vest annually over a five year period, beginning on the date of grant.
Pursuant to agreements between the Trust and four senior officers, a "change in control" occurred on December 10, 1998 when DDR's ownership position exceeded 33% of the Trust's voting shares. As a result, all options held by these officers became fully vested and the restrictions on 27,000 restricted shares held by these officers were lifted. A total of 395,000 previously unvested options became vested on this date.
The Trust has elected to follow Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB 25") and related Interpretations in accounting for its employee share options because, as discussed below, the alternative fair value accounting provided for under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation ("Statement 123") requires use of
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option valuation models that were not developed for use in valuing employee share options. Under APB 25, because the exercise price of the Trust's employee share options equals the market price of the underlying Shares on the date of grant, no compensation expense is recognized.
At December 31, 1999, 726,000 options are outstanding of which 688,000 are fully vested. The remaining 38,000 options vest annually through February 2003. The term of these options range from June 2007 through December 2009.
Pro forma information regarding net income and earnings per share is required by Statement 123. The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1999: risk-free interest rates of 4.80% to 6.52%; a dividend yield of 4.96% to 7.50%; volatility factors of the expected market price of the Trust's Shares of .288; and a weighted-average expected life of the options of 7 years.
The fair value for these options was estimated at the date of grant using a Black-Scholes option pricing model with the following weighted-average assumptions for 1998: risk-free interest rates of 4.80% to 6.50%; a dividend yield of 4.96% to 5.50%; volatility factors of the expected market price of the Trust's Shares of .275 to .283; and a weighted-average expected life of the options of 7 years.
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Trust's employee share options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management's opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee share options.
For purposes of pro forma disclosures, the estimated fair value of the options is amortized to expense over the options' vesting period. The Trust's pro forma information follows (in thousands except for earnings per Share information):
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A summary of the Trust's share option activity, and related information for the year ended December 31 follows:
The options outstanding at December 31, 1999 have exercise prices ranging from $11.125 to $15.00 per share and have a weighted average contractual remaining life of 8.25 years. At December 31, 1999, there were 1,366,610 options that have not been granted under the Plan.
The limited partners of AIP-SWAG Operating Partnership L.P. received warrants to purchase 40,000 shares at $17.50 per Share. The warrants expire on October 3, 2000.
NOTE 8 -- DISTRIBUTIONS:
A $0.22 per share distribution was paid on October 14, 1999 and on July 14, 1999. A $0.20 per share distribution was paid on April 15, 1999 and on January 20, 1999. On November 4, 1999, the Trust declared a distribution of $0.22 per share, payable on January 14, 2000 to shareholders of record on January 6, 2000. On February 24, 2000, the Trust declared a distribution of $0.22 per Share payable on April 14, 2000, to shareholders of record on April 5, 2000 (See Note 17). Distributions totaling $0.84 per share were paid in 1999.
NOTE 9 -- OPERATING LEASES:
The Trust's properties are leased to others under operating leases with expiration dates ranging from 2000 to 2011. Future minimum rentals on noncancellable tenant leases at December 31, 1999 are as follows:
NOTE 10 -- TRANSACTIONS WITH RELATED PARTIES:
During 1998, the Trust on occasion entered into unsecured borrowings with DDR. Such borrowings bear a fixed rate of interest of 10.25%, provide for quarterly payments of interest and were due thirty days after
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demand. The Trust repaid all such borrowings, including payment of $111,000 of interest in the first quarter of 1999. The total interest on such borrowing was $661,000 for 1998. The Trust did not enter into any such borrowings in 1999.
Certain real estate investments are managed by Quorum, an affiliate of Realco, and DDR, major shareholders of the Trust. Quorum and DDR are paid competitive rates for services, including, but not limited to, construction, tenant finish, leasing and management. The Trust paid Quorum management fees of $709,000, leasing commissions of $712,000, brokerage fees of $92,000, and construction management fees of $66,000, for the year ended December 31, 1999. For the year ended December 31, 1998, management fees and leasing commissions paid by the Trust to Quorum were $548,000 and $24,000, respectively. The Trust paid DDR management fees of $17,900 for the year ended December 31, 1999 and $19,000 for the year ended December 31, 1998.
Effective October 8, 1998, DDR acquired an 89% limited partnership interest and a 1% general partnership interest in DDR/Tech 29 Limited Partnership, a limited partnership whose assets consist of two light industrial properties and one office property totaling 290,991 nrsf located in Silver Springs, Maryland. Several selling entities and affiliates thereof acquired the remaining partnership interests. These partnership interests are convertible into DDR common shares. As of November 20, 1998, the Trust acquired 88.5% of DDR's limited partnership interest and, in consideration therefore, issued approximately $16.1 million in Shares to DDR. The acquisition was deemed to be effective as of October 8, 1998 and the purchase price included interest accrued from such date.
On November 20, 1998, the Trust purchased undeveloped land from DDR in the amount of $2.3 million plus interest. The purchase was accomplished through the issuance of Shares to DDR in accordance with the Share Purchase Agreement dated July 30, 1998. This land was then contributed by the Trust to a joint venture with a third party.
The Trust currently leases space to an individual serving as a Trust Manager at competitive market rates. For the years ended December 31, 1999 and December 31, 1998, this Trust Manager paid $24,400 and $9,800 in lease payments to the Trust, respectively.
At December 31, 1999, DDR and Realco owned approximately 46.1% and 8.0% of the common shares outstanding, respectively.
NOTE 11 -- RETIREMENT AND PROFIT SHARING PLAN:
During 1993, the Trust adopted a retirement and profit sharing plan which qualifies under section 401(k) of the Internal Revenue Code. All existing Trust employees at adoption and subsequent employees who have completed one month of service are eligible to participate in the plan. Subject to certain limitations, employees may contribute up to 15% of their salary. The Trust may make annual discretionary contributions to the plan. In 1999, the Trust amended the plan to provide for non-discretionary employer matching contributions. Subject to certain limitations, the Trust will match up to 50% of the first 6% contributed by an employee. Discretionary contributions by the Trust related to the years ended December 31, 1999, 1998 and 1997 were $43,000, $70,000 and $40,000, respectively. Non-discretionary employer matching contributions in 1999 were approximately $71,000.
NOTE 12 -- CHANGE IN CONTROL COSTS:
During 1998, the Trust recognized costs related to a change in control of $5,780,000. The costs related to change in control include approximately $2,484,000 for payments made to the Trust's senior officers pursuant to severance and change in control agreements which were triggered when DDR's ownership position exceeded 33%, an accrual of $2,960,000 related to the estimated fair market value of future payments through 2008 to the senior officers under previously granted dividend equivalent rights, approximately $300,000 related
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to vesting of restricted shares previously granted to the senior officers and $36,000 in payroll taxes associated with the payments to the senior officers.
The Trust amortizes the accrual for dividend equivalent rights as dividends are paid by the Trust. As of December 31, 1999 the unamortized accrual is $2,612,800.
NOTE 13 -- PER SHARE DATA:
The following table sets forth the computation of basic and diluted earnings per share:
Options to purchase 726,000 common shares at prices ranging from $11.125 to $15.00 per Share were outstanding at December 31, 1999. During 1999, 20,000 share options were granted (10,000 to a new member of management, and 10,000 to Trust Managers) and 10,000 share options, originally issued in 1998, were canceled due to employee terminations.
Options to purchase 716,000 Shares at prices ranging from $11.6875 to $15.00 per Share were outstanding at December 31, 1998 and options to purchase 139,000 Shares at prices ranging from $13.625 to $15.00 were outstanding at December 31, 1997.
Options were not included in a computation of diluted earnings per share for 1999, 1998 and 1997 because the options' exercise price was greater than the average market price of the Shares for the respective years and, therefore, the effect would be antidilutive.
At December 31, 1999, 40,000 warrants were outstanding. The warrants have an exercise price of $17.50 per common share and expire in October 2000. Because the warrants' exercise price was greater than the average market price of the common shares, the effect would be antidilutive and are not included in the computation of diluted earnings per share.
NOTE 14 -- FAIR VALUE OF FINANCIAL INSTRUMENTS
Accounts receivable, accounts payable and accrued expenses and other liabilities are carried at amounts that reasonably approximate their fair values. The fair values of the Trust's mortgage notes payable are estimated using discounted cash flow analyses, based on the Trust's incremental borrowing rates for similar types of borrowing arrangements. The carrying values of such mortgage notes payable reasonably approximate their fair values.
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NOTE 15 -- SEGMENT REPORTING
The Trust classifies its reportable segments by property type: light industrial, office, and retail. Light industrial represents 61% of property revenue. Office and retail represent 35% and 4%, respectively.
The Trust's emphasis is in the light industrial sector, which is characterized as office showroom, service center and flex properties, low rise offices, and small bay distribution properties. Based on net rentable square feet, as of December 31, 1999, approximately 72% of the Trust's portfolio is represented by light industrial properties, 25% of the portfolio is represented by office properties and 3% of the portfolio is represented by retail properties.
The accounting policies of the segments are the same as those described in the summary of significant accounting policies. Senior management evaluates performance based on net operating income from the combined properties in each segment.
The Trust's reportable segments are a consolidation of related properties which offer different products. They are managed separately because each segment requires different operating, pricing and leasing strategies. All of the properties have been acquired separately and are incorporated into the applicable segment.
AMERICAN INDUSTRIAL PROPERTIES REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
AMERICAN INDUSTRIAL PROPERTIES REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
NOTE 16 -- QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)
The following table sets forth the quarterly results of operations for the years ended December 31, 1999 and 1998 (in thousands, except per Share amounts):
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(a) In the fourth quarter of 1998 the Trust recognized a $10,060,000 provision for real estate losses for a property held for sale.
NOTE 17 -- SUBSEQUENT EVENTS:
On January 20, 2000, the Trust redeemed 89,542 AIP-SWAG Operating L.P. limited partnership units for approximately $1.1 million.
On January 31, 2000, the Trust sold one light industrial property for total consideration of $4.8 million resulting in a gain on sale of approximately $0.8 million.
AMERICAN INDUSTRIAL PROPERTIES REIT
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)
On February 10, 2000, the Trust sold one light industrial property for total consideration of $6.7 million resulting in a gain on sale of approximately $2.1 million.
On February 24, 2000, the Trust declared a distribution of $0.22 per Share payable on April 14, 2000, to shareholders of record on April 5, 2000.
On March 8, 2000, the Trust sold one light industrial property for total consideration of $3.6 million resulting in a gain on sale of approximately $0.2 million.
On March 17, 2000, the Trust redeemed 29,166 AIP Operating L.P. limited partnership units for approximately $0.3 million.
The Trust is currently negotiating an extension of the maturity date of the Trust's PSCC secured acquisition credit line of $50.1 million expiring in April 2000. The Trust cannot provide any assurance that on-going negotiations will result in the extension on this credit line.
SCHEDULE III AMERICAN INDUSTRIAL PROPERTIES REIT
CONSOLIDATED REAL ESTATE INVESTMENTS AND ACCUMULATED DEPRECIATION DECEMBER 31, 1998 (DOLLARS IN THOUSANDS)
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(a) Property encumbered by a first mortgage loan of $29,963 at December 31, 1999.
(b) Property encumbered by a first mortgage loan of $24,107 at December 31, 1999.
(c) Property encumbered by a secured line of credit of $19,500 at December 31, 1999.
(d) Property encumbered by a first mortgage loan of $86,134 at December 31, 1999.
(e) Property encumbered by a first mortgage loan of $34,716 at December 31, 1999.
(f) Property unencumbered at December 31, 1999.
(g) Property encumbered by a first mortgage loan of $2,716 at December 31, 1999.
AMERICAN INDUSTRIAL PROPERTIES REIT
NOTES TO SCHEDULE III
DECEMBER 31, 1999 (IN THOUSANDS)
RECONCILIATION OF REAL ESTATE:
RECONCILIATION OF ACCUMULATED DEPRECIATION:
TAX BASIS:
The income tax basis of real estate, net of accumulated tax depreciation, is approximately $622,648 at December 31, 1999.
DEPRECIABLE LIFE:
Depreciation is provided by the straight-line method over the estimated useful lives which are as follows:
INDEX TO EXHIBITS
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* Filed herewith