Attached files
| file | filename |
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| EXCEL - IDEA: XBRL DOCUMENT - USA REAL ESTATE INVESTMENT TRUST /CA | Financial_Report.xls |
| EX-31.2 - EXHIBIT 31.2 - USA REAL ESTATE INVESTMENT TRUST /CA | ex31-2.htm |
| EX-31.1 - EXHIBIT 31.1 - USA REAL ESTATE INVESTMENT TRUST /CA | ex31-1.htm |
| EX-32.1 - EXHIBIT 32.1 - USA REAL ESTATE INVESTMENT TRUST /CA | ex32-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
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þ
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the quarterly period ended March 31, 2012 or
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o
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
for the transition period from____________________to ____________________
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Commission file number 0-16508
USA REAL ESTATE INVESTMENT TRUST
(Exact Name of Registrant as Specified in Its Charter)
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California
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68-0420085
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(State or Other Jurisdiction of Incorporation or
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(I.R.S. Employer Identification No.)
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Organization)
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650 Howe Avenue, Suite 730
Sacramento, CA 95825
(Address of Principal Executive Offices, Including Zip Code)
(916) 761-4992
(Registrant’s Telephone Number, Including Area Code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þYes o No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes o No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company þ
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o Yes þ No
As of May 14, 2012, 18,007 shares of beneficial interest of the registrant were outstanding.
Page 1 of 11
PART I. FINANCIAL INFORMATION
USA REAL ESTATE INVESTMENT TRUST
Balance Sheets
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March 31,
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December 31,
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2012
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2011
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Unaudited
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Assets
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Real estate owned
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$ | 1,786,000 | $ | 1,786,000 | ||||
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Real estate loan
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-- | -- | ||||||
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Cash
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586,291 | 718,198 | ||||||
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Other assets
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129,676 | 78,500 | ||||||
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Total assets
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$ | 2,501,967 | $ | 2,582,698 | ||||
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Liabilities and Shareholders' Equity
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Liabilities:
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Accounts payable
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$ | 90,285 | $ | 102,052 | ||||
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Note payable
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500,000 | 500,000 | ||||||
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Total liabilities
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590,285 | 602,052 | ||||||
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Shareholders' equity:
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Shares of beneficial interest, par value $1 per share; 62,500 shares authorized; 18,007 shares outstanding
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18,007 | 18,007 | ||||||
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Additional paid-in capital
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26,355,335 | 26,355,335 | ||||||
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Distributions in excess of cumulative net income
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(24,461,660 | ) | (24,392,696 | ) | ||||
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Total shareholders’ equity
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1,911,682 | 1,980,646 | ||||||
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Total liabilities and shareholders’ equity
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$ | 2,501,967 | $ | 2,582,698 | ||||
See notes to financial statements.
Page 2 of 11
USA REAL ESTATE INVESTMENT TRUST
Statements of Operations
(Unaudited)
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Three Months Ended
March 31,
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2012
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2011
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Revenues:
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Interest income
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$ | -- | $ | -- | ||||
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Expenses:
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General and administrative expenses
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65,369 | 62,858 | ||||||
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Operating expense
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3,595 | 18,915 | ||||||
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Total expenses
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68,964 | 81,773 | ||||||
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Net loss
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$ | (68,964 | ) | $ | (81,773 | ) | ||
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Net loss per share
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$ | (3.83 | ) | $ | (4.54 | ) | ||
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Weighted-average number of shares outstanding
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18,007 | 18,007 | ||||||
See notes to financial statements.
Page 3 of 11
USA REAL ESTATE INVESTMENT TRUST
Statements of Cash Flows
(Unaudited)
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Three Months Ended
March 31,
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2012
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2011
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CASH FLOWS FROM OPERATING ACTIVITIES:
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Net loss
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$ | (68,964 | ) | $ | (81,773 | ) | ||
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Changes in operating assets and liabilities:
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Decrease in accounts payable
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(11,767 | ) | (10,311 | ) | ||||
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Net cash used in operating activities
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(80,731 | ) | (92,084 | ) | ||||
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CASH FLOWS FROM INVESTING ACTIVITIES:
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Collections on real estate loan
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-- | 5,000 | ||||||
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Advance to related party
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(51,176 | ) | -- | |||||
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Net cash (used in) provided by in investing activities
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(51,176 | ) | 5,000 | |||||
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NET DECREASE IN CASH
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(131,907 | ) | (87,084 | ) | ||||
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CASH AT BEGINNING OF PERIOD
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718,198 | 140,519 | ||||||
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CASH AT END OF PERIOD
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$ | 586,291 | $ | 53,435 | ||||
See notes to financial statements.
Page 4 of 11
USA REAL ESTATE INVESTMENT TRUST
Notes to Financial Statements
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL: USA Real Estate Investment Trust (the "Trust") was organized under the laws of the State of California pursuant to a Declaration of Trust dated October 7, 1986. The Trust commenced operations on October 19, 1987, upon the sale of the minimum offering amount of shares of beneficial interest. The Trust is a self-administered, self-managed, real estate investment trust. The interim unaudited financial statements of the Trust have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). Certain information and footnote disclosures normally included in the annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been omitted. The Trust believes that the disclosures are adequate to make the information presented not misleading. These interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Trust’s 2011 Annual Report on Form 10-K. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, necessary to present fairly the Trust’s financial position at March 31, 2012 and December 31, 2011, and the results of its operations for the three month interim periods ended March 31, 2012 and March 31, 2011 and its cash flows for the three month interim periods ended March 31, 2012 and March 31, 2011 have been included. Certain reclassifications have been made to prior period amounts to conform to the 2012 presentation. The results of operations for interim periods are not necessarily indicative of results for the full year.
RECENTLY ISSUED AND ADOPTED ACCOUNTING GUIDANCE: In May, 2011, the FASB issued an amendment to achieve common fair value measurement and disclosure requirements between U.S. and International accounting principles. Overall, the guidance is consistent with existing U.S. accounting principles; however, there are some amendments that change a particular principle or requirement for measuring fair value or for disclosing information about fair value measurements. Other than the additional disclosure requirements (see Note 6.) the adoption of this guidance had no impact on the financial statements.
In June 2011, the FASB amended existing guidance and eliminated the option to present the components of other comprehensive income as part of the statement of changes in shareholder’s equity. The amendment requires that comprehensive income be presented in either a single continuous statement or in two separate consecutive statements. The adoption of this guidance had no impact on the financial statements or disclosures.
2. REAL ESTATE OWNED
As of March 31, 2012 the Trust owned 121 acres of land in Wiggins, Mississippi valued at $1,786,000. The Trust acquired this land through foreclosure on January 6, 2009. On January 20, 2012 the Trust entered into an agreement to sell its real estate owned for $1,900,000, less a six percent selling cost. The Trust has determined that the current negotiations reflect a reasonable basis for determining the fair value of the real estate owned at March 31, 2012. On May 11, 2012, the Trust completed the sale of its real estate. See Note 8 – Subsequent Event.
As of March 31, 2012 the Trust had one real estate loan with a recorded amount of $0, which is net of a $150,800 allowance, collateralized by property in Sacramento, California and personally guaranteed by the principal members of the borrower. The loan bears interest at 10% per annum, payable in monthly installments of interest only. The principal balance was due August 31, 2010.
Page 5 of 11
The Trust’s motion for summary judgment in the lawsuit the Trust filed to enforce the guarantees of the guarantors of the real estate loan was granted and judgment entered in September 2010. The Trust received a $400,000 settlement payment from one of the guarantors in September 2011. The Trust intends to pursue collection of the remaining $150,800 balance from the remaining guarantor. As such, the remaining $150,800 balance is considered impaired and the Trust recorded a $150,800 provision for loan loss to establish a loan loss reserve in September 2011.
Effective January 1, 2010, the Trust suspended income recognition on the real estate loan and subsequent payments were first credited against previously recognized accrued and unpaid interest and second against principal. As the accrued interest has been paid, all future payments will be credited against principal until the principal is fully recovered. Interest income forgone on the real estate loan during the three months ended March 31, 2012 and 2011 was $3,760 and $16,549 respectively.
4. NOTE PAYABLE
As of March 31, 2012, the Trust had a $500,000 note payable collateralized by its real estate owned. The promissory note bears interest at 6.5% per annum with both the interest and principal due on January 31, 2013. The note evidences, in part, $200,000 borrowed from Bonnie Leidig, the spouse of Gregory Crissman, a trustee and chief financial officer of the Trust.
5. COMMITMENTS AND CONTINGENCIES
The Trust is involved in claims and legal proceedings and it may become involved in other legal matters arising in the ordinary course of business. The Trust evaluates these claims and legal matters on a case-by-case basis to make a determination as to the impact, if any, on its business, liquidity, results of operations, financial condition or cash flows. The Trust currently believes that the ultimate outcome of these claims and proceedings, individually and in the aggregate, will not have a material adverse impact on its financial position, results of operations or cash flows. The Trust’s evaluation of the potential impact of these claims and legal proceedings on its business, liquidity, results of operations, financial condition and cash flows could change in the future.
6. FAIR VALUE MEASUREMENTS AND OTHER FINANCIAL MEASUREMENTS
The Trust has no financial instruments accounted for at fair value on a recurring or non-recurring basis. Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity can access as of the measurement date.
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The carrying values and fair values of the Trust’s other financial instruments were as follows:
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March 31, 2012
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December 31, 2011
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Level
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Carrying
value
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Fair
value
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Carrying
value
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Fair
value
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Cash
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1
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$
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586,291
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$
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586,291
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$
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718,198
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$
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718,198
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Accounts payable
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2
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90,285
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90,285
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102,052
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102,052
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Note payable due within one year
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2
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500,000
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500,000
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500,000
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500,000
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There were no transfers between Level 1 and Level 2 during 2012 or 2011.
Page 6 of 11
The following methods were used to estimate the fair values of other financial instruments:
Cash, Accounts payable and Note payable due within one year. The carrying amounts approximate fair value because of the short maturity of the instruments. The fair value amounts for Cash were classified in Level 1 of the fair value hierarchy. The fair value amounts of Accounts payable and Note payable due within one year were classified in Level 2 of the fair value hierarchy.
7. RELATED PARTY
The Trust advanced $51,176 to West Coast Realty Trust, Inc., a related party (“WCRT”) during the three months ended March 31, 2012. As of March 31, 2012, the Trust has advanced a total of $129,676 to WCRT in connection with WCRT’s formation and proposed initial public offering. Such advance is reflected as “Other assets” on the accompanying balance sheet and is expected to be repaid without interest at the closing of WCRT’s proposed initial public offering.
8. SUBSEQUENT EVENT
On May 11, 2012, the Trust sold the 121 acres of land in Wiggins, Mississippi owned by the Trust for $1,900,000 in cash. In connection with the sale, the Trust paid a real estate commission of $114,000 to its broker and paid in full the $585,911 of outstanding principal and accrued interest under the deed of trust secured by the property.
ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES
The Trust’s critical accounting policies govern real estate owned and real estate loans. These policies are described in the “Critical Accounting Estimates” section within Item 7 in the Trust’s Annual Report on Form 10-K for the year ended December 31, 2011.
RESULTS OF OPERATIONS
Effective January 1, 2010, the Trust suspended income recognition on the real estate loan and subsequent payments were first credited against previously recognized accrued and unpaid interest and second against principal. As the accrued interest has been paid, all future payments will be credited against principal until the principal is fully recovered. Accordingly, no interest income was recognized in 2012 or 2011. The Trust recorded a $150,800 provision for loan loss to establish the loan loss reserve against the real estate loan at September 30, 2011.
The Trust’s results of operations are substantially affected by its ability to sell its real estate owned.
FINANCIAL POSITION
The Trust’s financial position is substantially affected by its ability to sell its real estate owned. The Trust advanced $51,176 to West Coast Realty Trust, Inc., a related party (“WCRT”) during the three months ended March 31, 2012. As of March 31, 2012, the Trust has advanced a total of $129,676 to WCRT in connection with WCRT’s formation and proposed initial public offering. Such advance is reflected as “Other assets” on the accompanying balance sheet and is expected to be repaid without interest at the closing of WCRT’s proposed initial public offering.
LIQUIDITY AND CAPITAL RESOURCES
The Trust has no continuing operating income, but has continuing expenses. As a result, the Trustees have suspended distributions at this time. The Trust expects to meet its short-term liquidity requirements from cash on hand, borrowings collateralized by real estate owned and the sale of real estate owned.
On May 11, 2012 the Trust sold the 121 acres of land in Wiggins, Mississippi held by the Trust. As a result of the sale, the Trust has $1,200,089 of additional cash. The trustees of the Trust will evaluate the best use for such funds and have provisionally approved an investment in WCRT of approximately $1,500,000. Such provisional approval of an investment in WCRT by the Trust’s trustees does not represent a binding or definitive agreement on behalf of the Trust, but merely a statement of intention of the trustees. Such investment is subject to the consummation of WCRT’s initial public offering and the exercise by the trustees of their fiduciary duties on behalf of the Trust, including final approval of such investment.
The Trust has no off-balance sheet arrangements.
IMPACT OF INFLATION
The Trust's operations have not been materially affected by inflation. The rate of inflation has been relatively low since the Trust commenced operations in October 1987.
Page 7 of 11
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ITEM 3
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QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
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Not applicable for smaller reporting companies.
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ITEM 4
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CONTROLS AND PROCEDURES
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EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
The Trust's management, including its Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the Trust's disclosure controls and procedures as of March 31, 2012. Based on that evaluation, they concluded that the Trust's disclosure controls and procedures were effective as of March 31, 2012 to provide reasonable assurance that information the Trust is required to disclose in reports that it submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management as appropriate, to allow timely decisions regarding required disclosure.
Changes in Internal Controls over Financial Reporting
There have been no changes in the Trust’s internal controls over financial reporting that occurred during the quarter ended March 31, 2012, that have materially affected, or are reasonably likely to materially affect, the Trust’s internal control over financial reporting.
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
Page 8 of 11
PART II. OTHER INFORMATION
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ITEM 1
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LEGAL PROCEEDINGS
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USA Real Estate Investment Trust v. Frank J. Ferris and Collie Christensen
On December 30, 2009, the Trust filed an action in the Superior Court of the State of California, County of Sacramento, to enforce the guarantees of Frank J. Ferris and Collie Christensen of a loan made on February 28, 2007, to CFG, LLC, a Mississippi limited liability company, in the sum of $6,800,000. The loan was secured by a deed of trust on real property located in Wiggins, Mississippi, which was foreclosed on January 6, 2009. The Trust foreclosed against the real property collateral bidding $2,500,000 of the indebtedness. The Trust seeks to recover the deficiency from the guarantors with interest thereon at the rate of 25% per annum from January 6, 2009, until paid.
On March 5, 2010, a default was entered against Frank J. Ferris. Collie Christensen filed an answer on March 5, 2010, and discovery is proceeding. Although numerous defenses were raised in the answer, the Trust is aware of no factual basis for any of the asserted defenses.
On February 4, 2011, Frank Ferris filed a Petition in Bankruptcy seeking a discharge under Chapter 7 of the Bankruptcy Code and was discharged on May 24, 2011.
On February 11, 2011, Collie Christensen pleaded guilty in federal court to one count of wire fraud related to a scheme to misappropriate nearly $1,000,000 of investor funds unrelated to the Trust. He was sentenced on October 18, 2011 to five years. He is appealing the sentence.
The action has now been settled and complaints and cross complaints will be dismissed in consideration for Mr. Christensen’s cooperation in documenting the recent transfer of the property which is still pending.
USA Real Estate Investment Trust v. Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson
On June 30, 2009, the Trust filed an action to enforce the guarantees of Robert A. Cook, John D. Chandler, Robert A. Leach and Lonnie C. Nielson of a loan to Rivage Marina, LLC, a California limited liability company, under a promissory note, dated August 21, 2008, of the original principal sum of $600,000. Rivage Marina, LLC filed for bankruptcy on April 7, 2009.
The bankruptcy of Rivage Marina, LLC was dismissed on September 20, 2010, because Rivage Marina, LLC had no assets and there was nothing remaining to reorganize. Prior to Rivage Marina, LLC filing bankruptcy, it transferred the collateral of the deed of trust related to the $600,000 promissory note to Captain’s Table Marina, LLC, a newly formed entity owned by the same persons who are the members of Rivage Marina, LLC. Robert A. Leach filed for bankruptcy and was dismissed from the action. Mr. Leach was discharged in Bankruptcy on September 2, 2010.
On September 10, 2010, a judgment was entered against Robert A. Cook, John D. Chandler and Lonnie C. Nielson. Costs and attorneys’ fees were added to the judgment on January 18, 2011, and an abstract of judgment was recorded on January 27, 2011. The Trust discovered that John D. Chandler transferred his interest in the family’s residence to his wife, Gabrielle D. Chandler, on February 26, 2010, as her sole and separate property, which deed was recorded on April 7, 2010. On February 26, 2011, the Trust filed a complaint to set aside the transfer as a fraudulent conveyance. Gabrielle D. Chandler filed an answer on April 14, 2011.
Page 9 of 11
In August 2011, the parties reached a settlement which was signed on September 8, 2011, by John D, Chandler and Gabrielle D. Chandler. The settlement called for the payment of $400,000 within ten days, which funds have been received by the Trust. In order to avoid a possible set aside of the settlement in bankruptcy, the action was not dismissed until January 5, 2012. The properties encumbered by the litigation have been released and the judgment against John D. Chandler has been acknowledged as satisfied as to him only.
Robert A. Cook filed for bankruptcy under Chapter 11 on August 8, 2011, seeking to reorganize his financial affairs. A bankruptcy trustee has been appointed who is marshalling the assets and contemplating a liquidation plan. The value of the estate is speculative and no distribution is expected in the near future.
On April 24, 2012, a complaint to set aside liens on Cook’s interest in the Kings Professional Basketball Club LP and Arco Arena Limited Partnership have been filed by the Chapter 11 trustee which could potentially also set aside or subordinate the Trust’s judgment lien. In doing so the trustee may remove a lien that had priority over the Trust’s lien and ultimately improve the prospect of a payout to the Trust from the Cook estate. The complaint has not been served yet and no evaluation of the Trust’s interest can be made at this time; however, no affirmative relief is sought against the Trust that could result in a monetary recovery from the Trust.
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ITEM 1A
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RISK FACTORS
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Not applicable for smaller reporting companies.
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ITEM 2
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UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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None.
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ITEM 3
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DEFAULTS UPON SENIOR SECURITIES
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None.
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ITEM 4
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MINE SAFTY DISCLOSURES
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None.
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ITEM 5
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OTHER INFORMATION
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None.
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ITEM 6
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EXHIBITS
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3.1
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Amended and Restated Declaration of Trust of USA Real Estate Investment Trust (included as Exhibit 3.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
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3.2
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Bylaws of the Trust (included as Exhibit 3.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
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3.4
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Amendments to Sections 2.3.1, 2.3.7, 2.3.8, 2.4.2 and 2.4.3 of the Amended and Restated Declaration of Trust of USA Real Estate Investment Trust (included at Exhibit 3.4 to Form 10-K for the year ended December 31, 1987 and incorporated herein by reference).
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Page 10 of 11
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4.1
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Article VIII of Exhibit 3.1(included as Exhibit 4.1 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
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4.2
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Form of Share Certificate (included as Exhibit 4.2 to Form S-11 (File No. 33-9315) and incorporated herein by reference).
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| 10.1 |
Agreement to Purchase and Sell, dated January 20, 2012, by and between the Trust and the AAA land Company, LLC (included as Exhibit 10.1 to Form 8-K filed January 25, 2012 and incorporated herein by reference).
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31.1
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Certification of the Principal Executive Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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31.2
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Certification of the Principal Financial Officer Pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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32.1
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Section 906 Certifications filed by the Principal Executive Officer and the Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
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101.INS
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*
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XBRL Instance Document
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101.SCH
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*
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XBRL Taxonomy Extension Schema
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101.CAL
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*
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XBRL Taxonomy Extension Calculation
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101.DEF
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*
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XBRL Taxonomy Extension Definition
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101.LAB
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*
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XBRL Taxonomy Extension Labels
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101.PRE
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*
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XBRL Taxonomy Extension Presentation
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*
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XBRL information is furnished and not filed or a part of a registration statement or prospectus for purposes of section 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section of 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
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USA REAL ESTATE INVESTMENT TRUST
Signatures
Pursuant to the requirement 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.
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May 14, 2012
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USA REAL ESTATE INVESTMENT TRUST
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By: /s/ Jeffrey B. Berger
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Jeffrey B. Berger, Chief Executive Officer
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May 14, 2012
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USA REAL ESTATE INVESTMENT TRUST
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By: /s/ Gregory E. Crissman
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Gregory E. Crissman, Chief Financial Officer
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Page 11 of 11