Business Context and Reporting Period
This Form 8-K is a current report filed by Inland American Real Estate Trust, Inc. (note: the input metadata lists "Inventrust Properties Corp." but the filing text identifies the registrant as Inland American Real Estate Trust, Inc.) dated December 27, 2013. The report discloses the estimated value per share of the Company's common stock as of December 31, 2013, to assist broker-dealers in complying with FINRA account statement reporting rules. The Company is a non-listed REIT.
Key Financial Metrics and Valuation
The Company announced an estimated value per share of $6.94 as of December 31, 2013. This valuation was determined using the Net Asset Value (NAV) method by an independent third-party firm, Real Globe Advisors, LLC, and approved by the Audit Committee and Board of Directors.
| Component | Per Share Value |
|---|---|
| Real Properties | $10.86 |
| Joint Ventures and Land held for Developments | $0.68 |
| Marketable Securities | $0.21 |
| Cash and Other Assets, net of other liabilities | $0.45 |
| Fair Value of Debt | $(5.26) |
| Estimated Per Share Value | $6.94 |
Key Assumptions: The valuation assumes a weighted average exit capitalization rate of 7.52% and a discount rate of 9.16%. The number of common shares outstanding on a fully diluted basis was 907,688,220 as of December 5, 2013.
Distribution: A monthly distribution for December 2013 was declared, payable January 13, 2014. The annualized amount is $0.50 per share, representing a 7.2% annualized yield based on the $6.94 estimated share price.
Material Changes Versus Prior Period
Compared to the estimated value of $6.93 per share announced on December 19, 2012, the 2013 estimate of $6.94 represents a nominal increase of $0.01 per share. Significant portfolio changes occurred during 2013:
- Asset Dispositions and Acquisitions: The Company sold approximately $1.8 billion in assets (primarily non-core multifamily and triple net properties) and acquired $832 million in lodging, student housing, and retail properties for the nine months ended September 30, 2013.
- Debt Reduction: The outstanding debt balance decreased by approximately $1 billion compared to December 2012 due to dispositions and debt payoffs.
- Property Value Decline: The total value of real properties in the portfolio decreased from $12.21 per share in 2012 to $10.86 per share in 2013. This reduction was driven by the divestiture of assets, partially offset by a 3.5% increase in values of same-store properties.
- Debt Fair Value Adjustment: While the debt balance decreased, the fair value of debt increased (became less negative) from $(6.63) to $(5.26) per share due to market rate adjustments.
Guidance, Outlook, Risks, and Unusual Items
Outlook and Methodology: The Company expects to update the estimated value per share at least every twelve months. The valuation does not reflect a liquidity discount for the fact that shares are not traded on a national exchange, nor does it reflect potential premiums for a large portfolio or intangible going-concern value.
Risks and Limitations:
- The estimated value is not a guarantee of the price at which shares could be sold or the amount received in a liquidation.
- Values are based on estimates and assumptions (e.g., capitalization rates, discount rates) that may not be accurate.
- The estimated value does not reflect the costs of sale or prepayment obligations associated with certain loans.
- Forward-looking statements regarding financial performance and investment strategy involve risks that could cause actual results to differ materially.
Unusual Items: The filing notes that the estimated value of real estate assets reflects an overall decline of 8% from the original purchase price plus post-acquisition capital investments.
Important Facts for Investor Verification
- Valuation Date: The $6.94 per share value is specific to December 31, 2013, and is subject to change based on market conditions.
- Liquidity: The shares are not listed on a national securities exchange; the valuation does not account for a liquidity discount.
- Portfolio Shift: The Company has significantly altered its portfolio mix, moving away from non-core assets toward lodging, student housing, and retail.
- Debt Sensitivity: The valuation is sensitive to changes in interest rates, as evidenced by the fair value adjustment of debt.
- Reinvestment Price: The $6.94 price will be used for the Distribution Reinvestment Plan and share repurchases effective December 31, 2013.