An investment in our units involves significant risk. You should consider carefully the risk factors described below and listed in our offering circular before making any investment decision.
Property and Business Risks
- We have no operating history
- Any adverse conditions in the Japanese economy could adversely affect us
- Our strategy of investing in industrial and infrastructure properties may entail risks uncommon to other J-REITs that invest primarily in a broader range of real estate or real estate-related assets
- Industrial and infrastructure properties generally cater to a single tenant or a small number of tenants and are typically designed for a specific use, which may make it difficult to find substitute tenants
- We expect to depend on a small number of tenants to lease a significant portion of the properties in our initial portfolio
- Our ability to acquire infrastructure properties in which the public sector currently plays an important role may depend on certain legal and regulatory changes, and our acquisition of certain industrial and infrastructure properties may expose us to a higher level of regulatory control than typically imposed on other J-REITs
- Relative to other real estate property types, industrial and infrastructure properties have a higher risk of incurring environment-related problems, resulting in unexpected costs and losses in revenue
- We may not be able to acquire and sell properties to execute our growth and investment strategy in a manner that is accretive to earnings
- We may suffer large losses if any of our properties incurs damage from a natural or man-made disaster
- The properties in our initial portfolio are primarily located in the Tokyo metropolitan area
- Illiquidity in the real estate market may limit our ability to grow or adjust our portfolio
- Any inability to obtain financing for future acquisitions could adversely affect the growth of our portfolio
- Restrictions on our activities under debt financing arrangements may adversely affect our business, financial condition and results of operations
- Increases in prevailing market interest rates may increase our interest expense and may result in a decline in the market price of our units
- Decreases in tenant leasehold deposits and/or security deposits may increase our funding costs
- Because our operating costs are largely fixed, we may suffer material adverse effects if our rental revenues decline
- We may lose rental revenues in the event of lease terminations, decreased lease renewals, the default of a tenant as a result of financial difficulty or insolvency, or careless or imprudent property management by a tenant
- Master lease agreements into which we may enter would expose us to risks
- Our cost of complying with regulations applicable to our properties could adversely affect the results of our operations
- Defects relating to our properties may adversely affect our financial condition and results of operations
- When we purchase or commit to purchase properties under development, we may be exposed to increased risks and uncertainties with respect to the successful operation of such properties
- We rely on expert appraisals and engineering, environmental and seismic reports, each of which is subject to significant uncertainties
We have no operating history
We were formed on March 26, 2007, and acquired our first properties following the offerings. We have no historical operations or track record for you to evaluate. Accordingly, we will be subject to a number of risks generally associated with new business enterprises. We may not be able to operate successfully or to implement our investment strategy, which could have a material adverse effect on our ability to generate cash flow to make distributions to our unitholders, and the value of our units may decline.
Any adverse conditions in the Japanese economy could adversely affect us
The performance of our portfolio will depend significantly on the performance of the Japanese economy as a whole. After a long period of stagnation, the Japanese economy has shown signs of recovery in recent years. However, there can be no assurance that the Japanese economy will continue to grow. If the Japanese economy deteriorates, there may be downward pressure on rents and property values which would have a material adverse effect on the value of our portfolio. In addition, although our initial portfolio will consist largely of mid- to long-term lease agreements containing generally fixed rents, to the extent that we incorporate revenuebased or other variable rent components in our lease agreements, a weakening of the economy may reduce the amount of rent we receive due to a decrease of our tenants' revenues or other reason. Any such reduction in revenues would adversely affect our business, financial condition and results of operations.
Our strategy of investing in industrial and infrastructure properties may entail risks uncommon to other J-REITs that invest primarily in a broader range of real estate or real estate-related assets
In addition to the performance of the Japanese economy overall, the performance of our portfolio will depend heavily on the performance of the Japanese manufacturing and transportation industries, shifts in the overseas production of goods, the amount of new capital investments, and the construction of new manufacturing and research facilities. Trends in these aspects of the Japanese economy may negatively affect the demand for properties designed or designated primarily for industrial or infrastructure purposes. This decline in demand may reduce the amount of revenue we can generate from such properties. Such reductions in revenues may have a material adverse effect on our ability to achieve continuous growth in unitholder value.
Particular categories or sectors in which we may invest may become materially adversely affected by future developments or changes to Japan's industrial structure or infrastructure. If, for example, a development in transportation or telecommunication networks were to materialize making current logistics services obsolete, any portfolio still consisting largely of properties primarily designed and used to meet those obsolete logistics needs would suffer material adverse effects to their financial condition and operations. Likewise, the demand for properties primarily used in the infrastructure and natural resources sectors, such as natural gas terminals and coal-fired power plants, may be particularly affected if the demand for energy from such natural resources were to decrease or become obsolete due to the introduction of new technologies or changes in consumer preferences. Such specific shifts in demand to a particular category or sector of industrial and infrastructure properties may have a material adverse effect on our business, financial condition or results of operations.
Moreover, it is possible that the demand for a specific industrial or infrastructure property that we acquire may decline even while the overall demand for industrial and infrastructure properties, or any particular category or sector, remains unchanged. For example, the development or redevelopment of an area surrounding a particular property for residential or urban use may change the usability of such area for industrial production or as an infrastructure facility. Whether by restrictive laws, regulations, or negative public sentiment, such property may become devalued as a property for industrial production or infrastructure services, thereby having a material adverse effect on our business, financial condition or results of operations. There also remains the possibility that the demand for certain industrial and infrastructure properties in Japan will decrease if such properties cannot meet shifting tenant demands and new market needs—a possibility that may be increasingly driven by requirements of e-commerce as well as by diverse energy, communications and transportation needs.
Industrial and infrastructure properties generally cater to a single tenant or a small number of tenants and are typically designed for a specific use, which may make it difficult to find substitute tenants
Many of the properties in our initial portfolio will be leased to single tenants. In most other cases, the properties will only be suitable for a small number of tenants. If any of these individual lessees were to terminate their leases or have difficulty making rent payments, our business may be adversely affected. If a lessee were to vacate a property, the pool of potential substitute lessees may be limited due to a number of factors unique to industrial and infrastructure properties, including the large area of the lease space or the specific use and configuration of the facility, creating the possibility of a prolonged period of vacancy. As a consequence, we may be forced to decrease the rent in order to secure a substitute lessee, which may adversely affect our business, financial condition and results of operations.
We expect to depend on a small number of tenants to lease a significant portion of the properties in our initial portfolio
We expect to depend on certain key tenants to lease significant portions of the properties in our initial portfolio. More specifically, we expect four tenants—Mitsubishi Corporation LT, Inc., Vantec Corporation, Sagawa Express Co., Ltd. and Sagawa Global Logistics Co., Ltd..in aggregate, to lease 77.4% of the total leasable area of our initial portfolio. To the extent a key tenant experiences financial difficulties or insolvency, we may not be able to collect the rent or find a suitable replacement tenant in a timely manner, thereby materially and adversely affecting our business, financial condition and results of operations.
Our ability to acquire infrastructure properties in which the public sector currently plays an important role may depend on certain legal and regulatory changes, and our acquisition of certain industrial and infrastructure properties may expose us to a higher level of regulatory control than typically imposed on other J-REITs
In the future, as the political and legal structure allowing for private sector involvement becomes more developed, we expect to invest in infrastructure properties that are currently owned by the public sector. In Japan, there is a growing trend towards private sector involvement in infrastructure properties, which have traditionally been owned and managed by the public sector. However, in order to increase private sector involvement, it is likely that a change in the legislative and regulatory environment is necessary. Thus, if the necessary legal and regulatory changes do not occur, we may find it difficult to invest in industrial and infrastructure properties in accordance with our investment guidelines.
Even if we were able to acquire and manage infrastructure properties that have traditionally been owned and managed by the public sector, such properties will likely involve ongoing commitments to governmental agencies. For example, a governmental agency may subject us to rent control. Such commitments may make it difficult or impossible for us to achieve our investment goals. Moreover, the risk that a governmental agency will repeal, amend, enact, or promulgate a new law or regulation, or that a governmental authority will issue a new interpretation of a law or regulation, may affect our investments in such properties as well as our tenants' businesses in a materially adverse manner by, for example, increasing compliance costs. There is also a risk that our business may not be able to obtain permits necessary for the construction or operation of an industrial or infrastructure facility. Since we and our tenants may own and manage properties and services of a potentially essential nature, we or our tenants may be required to obtain permits or licenses or special rulings on taxation and we may be required to comply with certain financial and regulatory-related requirements as a condition of ownership. Even if such permits and licenses are obtained prior to the commencement of construction, these permits and licenses might be required to be maintained by us during our period of ownership and by our tenants during their period of operation.
Relative to other real estate property types, industrial and infrastructure properties have a higher risk of incurring environment-related problems, resulting in unexpected costs and losses in revenue
The industrial and infrastructure properties in which we intend to invest and the services to be provided on such properties by our tenants are subject to various environmental laws and regulations that are becoming increasingly stringent. Relative to office, retail, or residential properties, the properties in which we intend to invest may be more likely to be affected by soil, groundwater or air contamination issues that may not have been previously identified and rectified. We may also be exposed to other environmental issues that may not have previously existed, been identified or been rectified. In such instances, we may have to make unbudgeted expenditures to remedy such issues, and the value of our properties and our rental revenue may decline.
Under the Soil Contamination Control Law of Japan, an owner of real property may be held strictly liable for the removal or remediation of hazardous or toxic substances, such as lead, arsenic, and trichloroethylene, on or under such property, whether or not the current owner knew of or was responsible for the presence of such hazardous or toxic substances. We may also be held liable under other laws for the presence of asbestos and polychlorinated biphenyls, or PCBs at any of our properties. In addition, the presence of hazardous or toxic substances, or the failure to properly remediate such substances, may adversely affect an owner's ability to dispose of the real property or borrow using the real property as collateral. If we discover any unidentified environmental liabilities at our properties, the value of such properties could decrease, and we might be required to incur substantial costs to remediate the underlying hazard and discharge the related environmental liabilities. As a result, our business, financial condition and results of operations could be materially adversely affected.
We may also become liable if, directly or indirectly, a third party is injured or otherwise suffers a loss as a result of an industrial accident or the presence of toxic substances on our properties, and it is unclear whether we can be indemnified by those actually responsible. The unanticipated costs that we may incur, the likely adverse impact on the financial position of our tenants, and the risk of prosecution by governmental authorities may affect a tenant's ability to meet their obligations to us and, thereby, our business, financial condition and results of operations may be materially adversely affected.
Any properties in which we invest that are located on landfill sites face unique risks that may result in unexpected loss of land, land value, and revenue. In addition to possible unknown contamination issues, landfill sites face particular risks from high water events and ground liquefaction due to earthquakes, typhoons and rises in sea level.
We may not be able to acquire and sell properties to execute our growth and investment strategy in a manner that is accretive to earnings
Our fundamental investment objective is to acquire a diverse portfolio of industrial and infrastructure properties earning stable revenues in order to achieve continuous growth in unitholder value. See “Our Market Opportunity—Industrial and Infrastructure properties in Japan” and “Our Investment Strategy”. Our ability to achieve profitable rental revenues and asset growth to increase unitholder value thus depends largely on our ability to identify and acquire such properties and retain tenants on favorable terms. Like other J-REITs, we face increases in real estate values, as well as interest rates, making it difficult for us to continually identify suitable properties that can be purchased on acceptable terms. Further, it is possible that some of our unique investment strategies, such as our solutionoriented acquisition activities as well as our cooperation with Mitsubishi Corporation and others, will not function as we anticipate. As a result, the rate of property acquisitions that we are able to complete may decline and slow the growth of our portfolio. In addition, our future acquisitions may have lower revenues or higher costs than we expect, which would lower the overall rate of return on our portfolio, and this decrease in revenue may, in turn, result in lower earnings available for distributions per unit, particularly if we fund the acquisition of such properties by issuing additional units.
While the market for industrial and infrastructure properties is still developing, we also expect to face significant and intensifying competition from other real estate investors in acquiring attractive properties. Our competitors may have greater financial resources and may be better positioned to acquire properties. Other investors could enjoy significant competitive advantages that result from, among other factors, a lower cost of capital or tolerance for lower returns, stronger industry relationships and enhanced operating efficiencies. Such factors may impede our ability to expand our property portfolio and thus may have a material adverse effect on our business, financial condition and results of operations, thereby decreasing the amounts available for distributions.
We may suffer large losses if any of our properties incurs damage from a natural or man-made disaster
Damage to any one or more of our properties due to a natural disaster, such as a flood or earthquake, or due to a man-made disaster, such as a fire or industrial accident, could adversely affect our business, financial condition and results of operations. For example, Japan is earthquake-prone and has historically experienced numerous large earthquakes that have resulted in extensive property damage, such as in Kobe in 1995 and, more recently, in Niigata in 2004 and 2007. An earthquake or other large-scale disaster could severely damage or otherwise adversely affect our properties. Although we have obtained customary engineering and seismic risk reports to which we refer in the acquisition and management of our properties, these reports are highly speculative and subject to numerous assumptions that severely limit our ability to evaluate or mitigate these risks. Therefore, a large disaster may have a material adverse effect on any or all of our properties and, in turn, our business, financial condition and results of operations. In addition, the potential damage to industrial and infrastructure facilities associated with any natural or man-made disaster may be more amplified than in the case of office, retail, or residential properties, because industrial and infrastructure properties tend to involve activities that are inherently more dangerous, such as the operation of manufacturing facilities or transportation of hazardous or toxic substances.
To the extent that it is reasonably available, we intend to carry casualty insurance covering all of our properties for many types of casualty losses with policy specifications and insured limits that we believe are adequate and appropriate under our current circumstances. However, we do not expect to obtain earthquake insurance coverage for the properties in our initial portfolio, and certain types of losses are partially or completely uninsurable, or are not generally insured against, because insuring such losses is not economically feasible, because of certain legal restrictions, or because of the policies of insurers and reinsurers. Examples of such losses include those resulting from natural disasters, intentional or grossly negligent violations of law, war or acts of terrorism, normal depreciation of the properties and mismanagement. Should any of our properties suffer an uninsured loss or a loss in excess of insured limits, or if an insurance company delays or refuses payment for insured damage to a property, we could lose our capital investment in such property as well as the anticipated future revenues from such property while remaining liable for any debt or other financial obligations related to such property. Similarly, our reputation may suffer as a result of our inability to predict, prevent and manage losses due to a natural or man-made disaster. As a result, the unexpected costs and damage to our reputation may have a material adverse effect on our business, financial condition and results of operations.
The properties in our initial portfolio are primarily located in the Tokyo metropolitan area
A significant portion of our initial portfolio is in the Tokyo metropolitan area. Because of this geographic concentration, our business is and will remain highly susceptible to circumstances and developments that may adversely impact the Tokyo metropolitan area, including changes in population, natural disasters such as earthquakes, and any deterioration of the regional economy, any of which may have a material adverse effect on our business, financial condition and results of operations, thereby decreasing the market price of our units and the amounts available for distributions.
Illiquidity in the real estate market may limit our ability to grow or adjust our portfolio
Real estate investments can be illiquid, and we may be limited in our ability to purchase or sell properties promptly in order to grow or adjust our portfolio as we deem appropriate. The Japanese real estate market has historically been more illiquid than those in other developed markets. Relative to other property types, industrial and infrastructure properties are particularly illiquid due to both the fact that such properties are more likely to be tailored to specific users or industries and the fact that no real market for sale or leasing of such properties has developed yet. In addition, properties held in the form of partial ownership interests, such as stratified ownership interest (kubun shoyū-ken) and co-ownership interests (kyōyū-mochibun), may be difficult to purchase or sell due to the difficulty in achieving consensus with other holders of such partial ownership interests. If liquidity in the Japanese real estate market is not sufficient for us to acquire suitable properties on acceptable terms, or sell properties promptly on acceptable terms in response to changes in the economy or our investment guidelines, our business, financial condition or results of operations could be materially adversely affected.
Any inability to obtain financing for future acquisitions could adversely affect the growth of our portfolio
Our ability to use our cash flow from operations to finance property acquisitions is severely limited, since we must distribute more than 90% of our distributable income for each fiscal period to our unitholders in order to receive and maintain favorable tax status under the Special Taxation Measures Law. Therefore, we will depend on outside financing, including debt financing and funds obtained from additional equity offerings, for our property acquisitions, including the nine properties we acquired in connection with the 1st offerings. Our reliance on outside financing to expand our property portfolio creates potentially significant risks for our business and the value of our units, including the following:
- Based on factors such as a negative assessment of our financial prospects by potential financing sources or adverse conditions in capital or other financial markets, any of our sources of external funding could cease to be available on terms satisfactory to us.
- If we are unable to refinance our indebtedness, if so required, or are otherwise unable to obtain financing at times and on terms satisfactory to us or at all, we might be forced to abandon potential acquisitions or sell assets on unattractive terms or at unfavorable times.
The failure to obtain financing for our future acquisitions, including the nine properties we acquired in connection with the 1st offerings, could in turn have a material adverse effect on our business, financial condition and results of operations.
Restrictions on our activities under debt financing arrangements may adversely affect our business, financial condition and results of operations
We borrowed up to 33,000 million yen under term loans shortly after the closing of the offerings in order to fund a portion of the purchase price of our initial portfolio. We may also incur significant additional indebtedness to finance our future acquisitions or to fund our general business activities under these loans.
Our reliance on debt financing for acquisitions may impose restrictions on our business and affect our ability to make distributions. Our level of debt and the limitations imposed on us by the loan agreements we execute could have significant adverse consequences, including the following:
- Our cash flow may be insufficient to meet our required principal and interest payments.
- We may be unable to borrow additional funds as needed or on favorable terms for working capital, capital expenditures, property acquisitions or general corporate purposes.
- We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness.
- We may be subject to restrictive covenants in connection with any future indebtedness that may restrict our operations and limit our ability to make distributions to unitholders or to acquire additional properties. Furthermore, we may violate restrictive covenants contained in the loan agreements we execute, which may entitle the lenders to require us to mortgage our properties or demand that the entire outstanding balance be paid.
- Our ability to withstand competitive pressures may be limited if our cost of capital increases as compared to that of our competitors, making us particularly vulnerable during times of economic downturn.
While we currently do not expect to mortgage any of the properties we intend to acquire, if we were to encumber any of our properties to secure payment of our indebtedness and were unable to meet interest or principal payments of such indebtedness, such properties could be foreclosed upon by our lenders or otherwise transferred to them. Furthermore, under relevant tax laws, our lenders must be certain qualified institutional investors as specified by the tax laws, which limits our pool of potential lenders. This may, in turn, prevent us from arranging debt financing quickly or at all. Any or all of these factors could in turn have a material adverse effect on our business, financial condition and results of operations.
Increases in prevailing market interest rates may increase our interest expense and may result in a decline in the market price of our units
While interest rates in Japan have been extremely low for a number of years, in March 2006, The Bank of Japan ended its zero interest rate policy and has since adjusted interest rates upwards on two occasions, most recently in February 2007. We expect this trend of more expensive debt financing to continue.
To the extent that we may have debt with unhedged floating rates of interest, or if we take out new debt, our interest payments may increase, which could, in turn, reduce the amounts available for distribution to our unitholders. Higher interest rates may also limit our capacity for short- and long-term borrowing.
We may mitigate our exposure to interest rate volatility by using interest rate hedging arrangements and diversifying our debt to include more long-term loans with varying maturity dates. However, such measures may not be effective in reducing our exposure to interest rate changes. For example, the counterparties to our hedging arrangements may not honor their obligations. Further, the terms of our hedging arrangements are for limited periods of time. Failure to mitigate interest rate volatility relating to our floating rate debt may have a material adverse effect on our business, financial condition and results of operations.
Decreases in tenant leasehold deposits and/or security deposits may increase our funding costs
Consistent with industry practice in the real estate sector in Japan, the tenant leases at our properties generally require the tenants to make tenant leasehold deposits and/or security deposits. These tenant leasehold and security deposits are generally interest-free. Therefore, to the extent that we decide to use such deposits to finance the acquisition of additional properties (after obtaining the necessary approval of the trustees), such deposits may effectively reduce our cost of capital. In such case, if the size of these deposits decreases, or if we need to repay them more quickly, we may be required to obtain funding at a higher effective cost in relation to property acquisitions or the operation of our existing properties.
Because our operating costs are largely fixed, we may suffer material adverse effects if our rental revenues decline
Our operating costs, such as property management fees, depreciation and property taxes, will largely be fixed. Our rental revenues, on the other hand, may decrease due to rising vacancy rates or decreased rents. Any such decreases in rental revenues could thus have a material adverse effect on the profitability of our portfolio, thereby decreasing the amounts available for distributions and possibly the market price of our units.
We may lose rental revenues in the event of lease terminations, decreased lease renewals, the default of a tenant as a result of financial difficulty or insolvency, or careless or imprudent property management by a tenant
Where tenants exercise their right to terminate a lease agreement early, for example, or forego renewal of the agreement at full term, our overall occupancy rate may fall temporarily, resulting in a decrease in expected revenues. Furthermore, we may be limited from protecting ourselves from such losses through the use of contractual provisions that limit a tenant's right to terminate, such as early termination penalties, if the courts refuse to uphold such contractual provisions or limit their effect. Tenants may also seek the protection of bankruptcy laws, which could result in delays in the receipt of rent payments, our inability to collect rental income, delays in the termination of the tenant's lease, or a delay in our ability to re-let or sell the space.
Moreover, the daily management of the properties we intend to acquire will generally be in the hands of our tenants. Careless or imprudent management of our properties may result in a material adverse effect on the value of our properties.
Master lease agreements into which we may enter would expose us to risks
We may enter into master lease agreements with respect to some of our properties. Under any such master lease agreement, the master lessee would have the primary leasehold interest in the property and would sublease to the end-tenants. Although we would retain our ownership interest in such property, we would be an unsecured creditor of the master lessee with respect to substantially all of our rents from the relevant property. Therefore, any insolvency of the master lessee of such property would lead to losses and may materially adversely affect our business, financial condition and results of operations.
Our cost of complying with regulations applicable to our properties could adversely affect the results of our operations
Although we expect that the properties we intend to acquire will be substantially compliant with current requirements imposed by applicable administrative laws and local ordinances, the enactment of new or additional regulations, including those related to building standards and handicap access as well as environmental and zoning restrictions, could force us to incur costs in modifying our properties to comply with such regulations or prevent us from disposing of our properties. In addition, such new regulations may cause us to incur significant additional costs in making any improvements to our properties. The ultimate cost of any such compliance requirements is not currently ascertainable but, if significant, could have a material adverse effect on our business, financial condition and results of operations.
Defects relating to our properties may adversely affect our financial condition and results of operations
Our properties may have defective title, design, construction, or other defects or problems that may require significant capital expenditures, repair or maintenance expenses, or result in payment or other obligations to third parties, despite our due diligence investigations of these potential issues prior to our acquisitions. Moreover, the engineering and other reports that we rely upon as part of our investigation of a property are subject to potential inaccuracies or deficiencies, because many of these kinds of problems are difficult or impossible to ascertain due to the limitations inherent in the scope of the inspections, the technologies or techniques used therein and other factors. Any or all of these factors could give rise to significant expenses, which may, in turn, have a material adverse effect on our business, financial condition and results of operations.
Moreover, statutory or negotiated representations and warranties made by the sellers of properties that we acquire may not protect us from liabilities arising from property defects. In most real property sales transactions in Japan, the seller owes statutory warranty obligations to the purchaser for any latent defects in the property. The seller may also make contractual representations and warranties for the benefit of the purchaser to the extent that the purchaser has the ability to negotiate for them. However, in addition to being subject to possible statutory or contractual limitations, our ability to enforce claims for breach of any representations or warranties are subject to other limitations as well. For example, each of the nine properties we acquired in connection with the 1st offerings is currently held by a limited liability special purpose company, or SPC. Each of these SPCs may hold limited or no assets other than the property we acquired, and each may be liquidated and dissolved following the sale of such property to us, which would severely limit our ability to enforce any claims against such prior owner. The prior owner's financial condition may also affect our ability to enforce any claims. Any of these factors could subject us to potentially significant liability for property defects, which would have an adverse effect on our business, financial condition and results of operations.
In addition, any defects in a property may lower its value or make it difficult to dispose of such property as we deem appropriate. Even if we were able to sell such a property, there is a risk that the defects could result in potentially significant expenses, which would have an adverse effect on our business, financial condition and results of operations.
When we purchase or commit to purchase properties under development, we may be exposed to increased risks and uncertainties with respect to the successful operation of such properties
We are currently party to a purchase agreement committing us to purchase a property under development upon its completion. In the future, we anticipate entering into similar purchase agreements or other arrangements with other third parties. We may also enter into purchase agreements for vacant lots with the intent to develop them or invest in SPCs that specialize in property development. In any such case, any delay, change or termination of development may prevent such properties from being delivered as contracted, and we may assume significant risks in finding tenants for such properties. We may also be subject to a greater level of risk generally associated with the development of such properties, such as interest rate fluctuations, inflation, the risk of non-completion, the risk of not receiving all required consents and approvals, the risk of not finding suitable tenants, and various risks associated with natural and man-made disasters. As a consequence, revenues from any such properties may fall materially below our projections, may not be generated as projected in a planned period or may not be generated at all. In addition, we may incur unexpected costs, damages or losses in connection with such properties. Any of these factors may result in adverse effects to our business, financial condition and results of operations.
We rely on expert appraisals and engineering, environmental and seismic reports, each of which is subject to significant uncertainties
We obtain appraisals as well as engineering, environmental and seismic reports to assist us in determining whether to acquire properties and how to operate properties we own. However, these reports are not intended to be a representation as to the past, present or future value or engineering, environmental or seismic conditions of the relevant properties. Furthermore, different review methodologies or different sets of assumptions could affect the results of such reports and the conclusions drawn from them. Thus, different experts reviewing the same property could reach significantly different conclusions.
Property appraisals are largely based on forward-looking information that is inherently speculative and difficult to verify. We cannot represent to you or guarantee that the appraisal values provided to us reflect the prices that we could obtain upon the sale of the relevant property. The appraisal values of the properties provided to us represent the analysis and determination of the relevant appraiser based on his or her particular assumptions, estimations and judgments about the value of the properties appraised, which necessarily include subjective elements. Different sets of assumptions or different estimations and judgments could result in significantly different appraisal values for the same property. Thus, other qualified appraisers could reach materially different conclusions regarding the value of the properties we intend to acquire.
Although the engineering, environmental and seismic reports we have obtained for the properties we acquired in connection with the 1st offerings have not revealed any liabilities that we believe will have a material adverse effect on our business, because such risks are often hidden or difficult to evaluate, the reports we have obtained may not meaningfully assess such risks. Furthermore, the reviews conducted in preparation of such reports typically have a more limited scope than similar reviews conducted in similar situations in other jurisdictions. If we were to discover any significant, unidentified engineering, environmental or seismic liabilities, the value of the affected property could fall, we may be required to incur additional costs and discharge of the liability could be time consuming.
In addition, in accordance with customary practice in Japan, we disclose certain information relating to a property's “probable maximum loss” due to an earthquake, or PML, based on reports we receive from third parties. PML percentages are based on complicated, highly speculative building engineering reports that include many subjective factors and are based on numerous assumptions. Neither we nor our asset manager are experts in earthquake risk and analysis, nor do we have the ability to assess or independently verify the analysis of PML percentages provided to us, and the uncertainties inherent in such reports limit the value of them to us. Therefore, the information contained in such reports should not be referred to or relied upon in making an investment decision.






