Business Context and Reporting Period
This Form 8-K Current Report is filed by Inland American Real Estate Trust, Inc. (the "Company") for the reporting period ending December 29, 2011. The Company is a Maryland corporation engaged in the ownership and management of real estate properties, including retail, lodging, office, multi-family, and industrial assets. The filing primarily addresses the extension of management agreements, the announcement of an estimated per share value, and the amendment of the Company's share repurchase program.
Key Financial Metrics and Valuation
The filing does not report standard operating metrics such as revenue, net income, or cash flow for a specific period. Instead, it discloses an estimated Net Asset Value (NAV) per share calculated as of December 27, 2011.
| Valuation Component (Per Share) | Amount |
|---|---|
| Real Properties | $12.97 |
| Joint Ventures and Land held for Developments | $0.74 |
| Marketable Securities | $0.31 |
| Cash and Other Assets, net of other liabilities | $0.23 |
| Fair Value of Debt | ($7.03) |
| Estimated Per Share Value | $7.22 |
The valuation of real properties reflects an overall decline of 11% from the original purchase price plus post-acquisition capital investments. The fair value of debt was estimated using a weighted average effective interest rate of 5.8% per annum.
Material Changes and Agreements
- Management Fee Reductions: On December 29, 2011, the Company entered into an Extension Agreement with its Managers, extending terms through June 30, 2012. In consideration, management fees were reduced effective January 1, 2012:
- Triple-net lease properties: Reduced from a range of 2.99% to 4.5% of gross income to a flat 2.9%.
- Bank branches: Reduced from a range of 3.9% to 4.5% of gross income to a flat 2.5%.
- Share Repurchase Program Amendment: The Board adopted a Second Amended and Restated Share Repurchase Program effective February 1, 2012. This program authorizes repurchases for "hardship" cases (death, qualifying disability, or confinement to a long-term care facility).
- Repurchase Price: 100% of the estimated per share value ($7.22).
- Funding Limits: $10.0 million reserved per quarter for death repurchases and $15.0 million per quarter for hardship repurchases.
- Volume Limit: Aggregate repurchases cannot exceed 5.0% of outstanding shares in any consecutive 12-month period.
Dividend and Distribution Information
The Board declared a monthly distribution for December 2011, payable on January 12, 2012, to stockholders of record on December 30, 2011. The distribution equals an annualized amount of $0.50 per share. Based on the new estimated share price of $7.22, this represents an annualized yield of 6.9%.
Guidance, Outlook, and Risks
Valuation Methodology and Outlook: The estimated value of $7.22 per share was derived using a discounted cash flow model for a ten-year holding period ending December 31, 2021. The Company notes that the current economic downturn has depressed asset values. The Company expects to update this estimated value at least every twelve months.
Risks and Limitations:
- The estimated value is not a GAAP fair value and does not reflect a liquidity discount for the lack of a national securities exchange listing.
- The value does not include a premium for enterprise value or intangible assets associated with a going concern.
- Actual market values may differ significantly based on changes in real estate and capital markets.
- There is no assurance that stockholders can resell shares at the estimated value or that the methodology will be accepted by FINRA or ERISA fiduciaries.
Investor Verification Checklist
- Verify the specific properties included in the management fee reduction agreement (Exhibit 10.1).
- Confirm the number of shares outstanding as of December 27, 2011, to validate the per-share calculation.
- Review the full text of the Second Amended and Restated Share Repurchase Program (Exhibit 99.2) for specific eligibility criteria regarding "qualifying disability" and "long-term care facility."
- Monitor future filings for updates to the estimated per share value, as the Company expects to update this annually.
- Assess the impact of the 11% decline in real property value from original cost on long-term investment returns.