FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
x Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the quarterly period ended September 30, 2002
OR
o Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from __________ to __________
Commission File Number
333-77229
| T REIT, Inc. | ||
| | ||
| (Exact name of registrant as specified in its charter) | ||
| Virginia |
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52-2140299 |
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| (State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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| 1551 N. Tustin Avenue, Suite 650 |
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(877) 888-7348 |
| |
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| (Address of principal executive offices) |
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(Registrants telephone number, including area code) |
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| N/A | ||
| | ||
| (Former name) | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
| Yes |
x |
No |
o |
As of October 31, 2002, there were 4,699,326 shares of common stock of T REIT, Inc. outstanding.
T REIT, Inc.
Form 10-Q
For the quarterly period ended September 30, 2002
INDEX
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Page | |||
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| Part I Financial Information |
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Item 1. |
3 | |||
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Condensed Consolidated Balance Sheets as of September 30, 2002 (Unaudited) and December 31, 2001 |
4 | ||
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5 | |||
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6 | |||
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7 | |||
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8 | |||
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Item 2. |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
15 | ||
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Item 3. |
24 | |||
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Item 4. |
25 | |||
| Part II Other Information |
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Item 1. |
26 | |||
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Item 2. |
26 | |||
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Item 3. |
26 | |||
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Item 4. |
26 | |||
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Item 5. |
26 | |||
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Item 6. |
26 | |||
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28 | ||||
2
FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains 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. These statements relate to future events or the Companys future financial performance. The Company has attempted to identify forward-looking statements by terminology including anticipates, believes, can, continue, could, estimates, expects, intends, may, plans, potential, predicts, should, or will or the negative of these terms or other comparable terminology. These statements are only predictions, and forward-looking statements, and involve known and unknown risks, uncertainties and other factors, including the risks outlined under Business Risks contained in Part I of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2001, that may cause the Companys actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. For all of these predictions and forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.
Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. The Companys expectations are as of the date this Form 10-Q is filed, and the Company does not intend to update any of the forward-looking statements after the date this Quarterly Report on Form 10-Q is filed to conform these statements to actual results, unless required by law.
Part I - Financial Information
The September 30, 2002 and 2001 Condensed Consolidated Financial Statements of the Company required to be filed with this Form 10-Q Quarterly Report were prepared by management without audit and commence on the following page, together with the related Notes. In the opinion of management, these Condensed Consolidated Financial Statements present fairly the financial condition of the Company, but should be read in conjunction with the Condensed Consolidated Financial Statements of the Company for the quarters ended March 31, 2002 and June 30, 2002 and the Consolidated Financial Statements of the Company for the year ended December 31, 2001 previously filed with the Securities and Exchange Commission.
3
T REIT, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
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September 30, |
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December 31, |
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| ASSETS |
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| Real estate operating properties |
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Land |
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$ |
9,641,506 |
|
$ |
8,926,043 |
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Buildings and improvements |
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31,681,766 |
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26,951,837 |
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Investments in unconsolidated real estate |
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15,071,164 |
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1,878,037 |
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56,394,436 |
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37,755,917 |
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Less: accumulated depreciation and amortization |
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(1,089,284 |
) |
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(594,381 |
) | ||
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| Total real estate operating properties |
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55,305,152 |
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37,161,536 |
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| Cash and cash equivalents |
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5,367,057 |
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3,647,159 |
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| Real estate deposits |
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231,000 |
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631,500 |
| |||
| Accounts receivable |
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694,990 |
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293,163 |
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| Accounts receivable from related parties |
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203,770 |
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627,000 |
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| Other assets, net |
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987,319 |
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|
698,420 |
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| Notes receivable |
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589,662 |
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595,000 |
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| Notes receivable from related parties |
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1,787,579 |
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| Total assets |
|
$ |
63,378,950 |
|
$ |
45,441,357 |
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| LIABILITIES AND SHAREHOLDERS EQUITY |
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| Accounts payable and accrued expenses |
|
$ |
1,212,322 |
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$ |
748,317 |
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| Security deposits and deferred revenue |
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176,211 |
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190,156 |
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| Notes payable |
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23,759,049 |
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24,737,461 |
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| Total liabilities |
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25,147,582 |
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25,675,934 |
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| Commitments and contingencies |
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| Shareholders equity: |
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Common stock, $.01 par value; 10,000,000 shares authorized; 4,720,176 and 2,470,487 shares issued and 4,699,326 and 2,470,487 shares outstanding at September 30, 2002 and December 31, 2001, respectively |
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46,993 |
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24,705 |
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Additional paid-in capital, net of offering costs of $5,717,292 and $2,976,946 at September 30, 2002 and December 31,2001, respectively |
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37,426,207 |
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20,305,132 |
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Retained earnings (accumulated deficit) |
|
|
758,168 |
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(564,414 |
) | ||
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| Total shareholders equity |
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38,231,368 |
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19,765,423 |
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| Total liabilities and shareholders equity |
|
$ |
63,378,950 |
|
$ |
45,441,357 |
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The accompanying notes are an integral part of these
condensed consolidated financial statements.
4
T REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
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Nine Months Ended |
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Three Months Ended |
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2002 |
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2001 |
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2002 |
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2001 |
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| Revenues |
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Rental Income |
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$ |
3,832,187 |
|
$ |
2,845,862 |
|
$ |
1,246,101 |
|
$ |
1,167,245 |
| |
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|
Interest Income |
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|
254,808 |
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|
141,520 |
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|
66,323 |
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49,594 |
| |
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| |
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4,086,995 |
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2,987,382 |
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1,312,424 |
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1,216,839 |
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| Expenses |
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Rental expenses |
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998,346 |
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982,084 |
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330,672 |
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417,462 |
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General and administrative |
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483,649 |
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458,664 |
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68,269 |
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313,682 |
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Depreciation and amortization |
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680,035 |
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456,019 |
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242,021 |
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207,867 |
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Interest |
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1,377,091 |
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1,369,564 |
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475,670 |
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|
524,409 |
| |
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|
|
| |
|
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3,539,121 |
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3,266,331 |
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1,116,632 |
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1,463,420 |
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| Income (loss) before gain on sale of real estate and equity in net earnings of unconsolidated real estate |
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|
547,874 |
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(278,949 |
) |
|
195,792 |
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(246,581 |
) | ||
| Gain on sale of real estate operating properties |
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|
172,983 |
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172,983 |
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| Equity in net earnings of unconsolidated real estate |
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601,725 |
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14,665 |
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191,442 |
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14,665 |
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| Net income (loss) |
|
$ |
1,322,582 |
|
$ |
(264,284 |
) |
$ |
560,217 |
|
$ |
(231,916 |
) | ||
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| Income (loss) per common share: |
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Basic |
|
$ |
0.35 |
|
$ |
(0.23 |
) |
$ |
0.12 |
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$ |
(0.15 |
) | |
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Diluted |
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$ |
0.33 |
|
$ |
(0.23 |
) |
$ |
0.11 |
|
$ |
(0.15 |
) | |
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| Weighted average number of common |
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| shares outstanding: |
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Basic |
|
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3,811,363 |
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1,155,072 |
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4,700,743 |
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1,598,058 |
| |
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| |
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Diluted |
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4,032,641 |
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1,155,072 |
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4,949,521 |
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1,598,058 |
| |
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| Dividends declared per common share |
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$ |
0.50 |
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$ |
0.61 |
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$ |
0.20 |
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$ |
0.21 |
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The accompanying notes are an integral part of these
condensed consolidated financial statements.
5
T REIT, INC.
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
For the Nine Months Ended September 30, 2002
(Unaudited)
|
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Number of |
|
Par Value |
|
Additional |
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Retained |
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Total |
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| BALANCE - December 31, 2001 |
|
|
2,470,487 |
|
$ |
24,705 |
|
$ |
20,305,132 |
|
$ |
(564,414 |
) |
$ |
19,765,423 |
|
| Issuance of common stock, net |
|
|
2,228,839 |
|
|
22,288 |
|
|
19,466,944 |
|
|
|
|
|
19,489,232 |
|
| Distributions |
|
|
|
|
|
|
|
|
(2,345,869 |
) |
|
|
|
|
(2,345,869 |
) |
| Net income |
|
|
|
|
|
|
|
|
|
|
|
1,322,582 |
|
|
1,322,582 |
|
|
|
|
|
|
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|
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|
|
|
|
|
|
|
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| BALANCE - September 30, 2002 |
|
|
4,699,326 |
|
$ |
46,993 |
|
$ |
37,426,207 |
|
$ |
758,168 |
|
$ |
38,231,368 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
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The accompanying notes are an integral part of these
condensed consolidated
financial statements.
6
T REIT, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
|
Nine Months |
|
Nine Months |
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| CASH FLOWS FROM OPERATING ACTIVITIES |
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|
| ||
| Net income (loss) |
|
$ |
1,322,582 |
|
$ |
(264,284 |
) | ||
| Adjustments to reconcile net income (loss) to net cash provided by (used | |||||||||