UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: March 4, 2004
(Date of earliest event reported)
Inland Western Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in the charter)
Maryland | 333-103799 | 42-1579325 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2: Acquisition or Disposition of Assets
Heritage Towne Crossing, Euless, Texas
On March 5, 2004, we purchased an existing shopping center known as Heritage Towne Crossing containing 73,364 gross leasable square feet. The center is located at Glade Road and State Highway 121 in Euless, Texas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $16,288,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $222 per square foot of leasable space. A portion of the purchase price will be held in an escrow, to be paid to the seller when the remaining spaces are leased.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
No individual tenant leases more than 10% of the total gross leasable area of the property.
For federal income tax purposes, the depreciable basis in this property will be approximately $12,200,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Heritage Towne Crossing was built in 2002. As of March 1, 2004, this property was 88% occupied, with a total 64,808 square feet leased to 27 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
APB Mortgage | 2,530 | 09/06 | 45,540 | 18.00 |
Gamestop | 1,371 | 03/07 | 29,400 | 21.44 |
Mattress Firm | 4,000 | 04/07 | 96,000 | 24.00 |
All Battery Store | 2,000 | 05/07 | 44,000 | 22.00 |
Sun Tailors | 1,200 | 05/07 | 20,400 | 17.00 |
Dapper Dan Cleaners | 2,000 | 06/07 | 38,000 | 19.00 |
Lava Asian Grill | 3,000 | 07/07 | 51,000 | 17.00 |
Salon G | 2,800 | 08/07 | 50,400 | 18.00 |
Ultra Tan | 1,600 | 08/07 | 24,000 | 15.00 |
Golf USA of Euless | 3,437 | 12/07 | 69,459 | 20.21 |
Sara Donuts | 1,400 | 04/08 | 23,800 | 17.00 |
Coppell Spine/Sports Rehab | 2,000 | 04/08 | 38,000 | 19.00 |
Plato's Closet | 3,000 | 04/08 | 54,000 | 18.00 |
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Village Barber | 1,100 | 04/08 | 23,100 | 21.00 |
Town & Country Tobacco | 1,800 | 04/08 | 32,400 | 18.00 |
Parker Uniforms | 3,000 | 05/08 | 42,000 | 14.00 |
The Cash Store | 1,300 | 07/08 | 24,700 | 19.00 |
Art & Frame Warehouse | 2,546 | 07/08 | 39,463 | 15.50 |
Wings to Go | 2,000 | 09/08 | 32,000 | 16.00 |
Ultima Fitness | 2,266 | 10/08 | 37,389 | 16.50 |
Delicious Delights | 1,500 | 11/08 | 27,000 | 18.00 |
Nails Spa | 3,410 | 01/09 | 61,380 | 18.00 |
DoubleDave's Pizza Works | 3,308 | 03/09 | 54,582 | 16.50 |
Panda Express | 2,250 | 04/12 | 47,250 | 21.00 |
Washington Mutual | 4,000 | 10/12 | 84,000 | 21.00 |
Pearle Vision | 1,990 | 12/12 | 35,820 | 18.00 |
The Soccer Corner | 4,000 | 05/13 | 62,600 | 15.65 |
Whataburger | * | 08/18 | 60,000 | * |
Taco Bell | * | 10/18 | 51,000 | * |
* ground lease
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Dorman Center, Spartanburg, South Carolina
On March 4, 2004, we purchased a newly constructed shopping center known as Dorman Center containing 350,994 gross leasable square feet (Phase I). We signed an agreement, subject to conditions, to purchase an additional 35,900 gross leasable square feet (Phase II) upon completion in 2004 for approximately $6,700,000. The center is located at Blackstock Road and W.L. Ezell Road, in Spartanburg, South Carolina.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $43,118,000 for Phase I. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $123 per square foot of leasable space for Phase I.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Wal-Mart Super Center, leases more than 10% of the total gross leasable area of the Phase I property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Wal-Mart Super Center | 219,622 | 63 | 7.45 | 08/03 | 12/23 |
For federal income tax purposes, the total depreciable basis in this property will be approximately $25,800,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Dorman Center was built in 2003. As of March 1, 2004, this property was 98% occupied, with a total 345,700 square feet leased to 16 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | |||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) | |
Happy Nails | 2,000 | 12/06 | 38,000 | 19.00 | |
Pilgrim's Pathway | 2,000 | 12/06 | 32,000 | 16.00 | |
Alltell | 2,500 | 12/06 | 45.000 | 18.00 | |
Payless Shoesource | 2,800 | 08/08 | 47,600 | 17.00 | |
Your Dollar Store | 5,000 | 08/08 | 77,500 | 15.50 | |
JD's Fashion | 3,500 | 12/08 | 63,000 | 18.00 | |
Catherine's | 4,000 | 12/08 | 69,000 | 17.25 | |
China King | 6,000 | 12/08 | 78,000 | 13.00 | |
Supertans | 2,500 | 12/08 | 42,500 | 17.00 | |
Lee Jewelers | 1,700 | 12/08 | 33,150 | 19.50 | |
Linens 'n Things | 25,206 | 12/13 | 252,060 | 10.00 | |
Ross Dress for Less | 30,187 | 12/13 | 332,057 | 11.00 | |
Michaels | 23,885 | 12/13 | 250,793 | 10.50 | |
Pier One | 10,800 | 12/13 | 199,800 | 18.50 | |
McAllister's Deli | 4,000 | 12/13 | 66,000 | 16.50 | |
Wal-Mart Super Center | 219,622 | 12/23 | 1,636,184 | 7.45 |
* Lease term information is based on the date the tenant began occupancy and is not currently available.
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Peoria Crossings, Peoria, Arizona
On March 4, 2004, we purchased a newly constructed shopping center known as Peoria Crossings, containing 213,733 gross leasable square feet. The center is located at 9350 West Northern Avenue, in Peoria, Arizona.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $37,328,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $175 per square foot of leasable space.
We originally purchased this property with our own funds. On March 5, 2004, we obtained financing in the amount of $20,497,000. The loan requires interest only payments at an annual rate of 4.09% and matures April 2009.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Three tenants, Ross Stores, Michael's and Petco, each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Ross Stores | 30,171 | 14 | 10.00 | 05/03 | 01/14 |
Michael's | 24,063 | 11 | 11.00 | 03/03 | 02/12 |
Kohl's | 88,408 | 41 | 8.79 | 02/03 | 01/24 |
For federal income tax purposes, the depreciable basis in this property will be approximately $26,200,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Peoria Crossing was built in 2002 and 2003. As of March 1, 2004, this property was 98% occupied, with a total 210,623 square feet leased to 22 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Supercuts | 1,202 | 12/07 | 33,656 | 28.00 |
Famous Footwear | 10,030 | 01/08 | 162,988 | 16.25 |
EB Games | 1,500 | 02/08 | 37,500 | 25.00 |
Sally Beauty Supply | 1,200 | 02/08 | 26,400 | 22.00 |
Claire's Boutique | 1,269 | 02/08 | 30,456 | 24.00 |
Voice Stream | 1,200 | 02/08 | 32,400 | 27.00 |
Motherlode | 1,412 | 05/08 | 36,712 | 26.00 |
Cold Stone Creamery | 1,400 | 07/08 | 36,400 | 26.00 |
Sarpino's Pizzeria | 1,200 | 07/08 | 31,200 | 26.00 |
Sleep America | 4,500 | 09/08 | 112,500 | 25.00 |
Julie Nails & Spa | 1,300 | 12/08 | 33,800 | 26.00 |
Great Clips | 1,405 | 08/09 | 35,125 | 25.00 |
Michael's | 24,063 | 02/12 | 264,693 | 11.00 |
Petco | 15,216 | 10/12 | 216,067 | 14.20 |
Payless Shoes | 4,042 | 01/13 | 80,840 | 20.00 |
Kohl's | 88,408 | 01/13 | 777,106 | 8.79 |
Quizno's | 1,400 | 05/13 | 38,500 | 27.50 |
Panda Express | 2,205 | 06/13 | 59,535 | 27.00 |
Dress Barn | 8,000 | 06/13 | 140,000 | 17.50 |
Anna's Linens | 8,000 | 09/13 | 112,000 | 14.00 |
It's the Bean | 1,500 | 10/13 | 43,645 | 29.10 |
Ross Stores | 30,171 | 01/14 | 301,710 | 10.00 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Item 7. Financial Statements and Exhibits
- Financial Statements
Index to Financial Statements
Inland Western Retail Real Estate Trust, Inc.: | Page |
Independent Auditors' Report | F- 1 |
Consolidated Balance Sheet at December 31, 2003 | F- 2 |
Consolidated Statement of Operations for the period from March 5, 2003 (inception) to | F- 3 |
Consolidated Statement of Stockholders' Equity for the period from March 5, 2003 (inception) to December 31, 2003 | F- 5 |
Consolidated Statement of Cash Flows for the period from March 5, 2003 (inception) to December 31, 2003 | F- 6 |
Notes to Consolidated Financial Statements | F- 8 |
Real Estate and Accumulated Depreciation (Schedule III) | F-21 |
Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2003 | F-23 |
Notes to Pro Forma Consolidated Balance Sheet (unaudited) at December 31, 2003 | F-25 |
Pro Forma Consolidated Statement of Operations (unaudited) for the year ended | F-27 |
Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the year ended December 31, 2003 | F-29 |
Darien Towne Center: | |
Independent Auditors' Report | F-32 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2002 | F-33 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2002 | F-34 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 (unaudited) | F-36 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 (unaudited) | F-37 |
Properties Acquired from Thomas Enterprises: | |
Independent Auditors' Report | F-38 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 | F-39 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 | F-40 |
Stony Creek Marketplace: | |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-42 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-43 |
Shops at Park Place: | |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-44 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-45 |
Shaw's Supermarket (New Britain): | |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-46 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-47 |
Hickory Ridge: | |
Independent Auditors' Report | F-48 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-49 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-50 |
CorWest Plaza: | |
Independent Auditors' Report | F-52 |
Historical Summary of Gross Income and Direct Operating Expenses for the period from May 29, 2003 through December 31, 2003 | F-53 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-54 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-56 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-57 |
Metro Square Center (SuperValue) : | |
Independent Auditors' Report | F-58 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-59 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-60 |
Larkspur Landing: | |
Independent Auditors' Report | F-62 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-63 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-64 |
North Ranch Pavilion: | |
Independent Auditors' Report | F-66 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-67 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-68 |
La Plaza Del Norte: | |
Independent Auditors' Report | F-70 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-71 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-72 |
MacArthur Crossing: | |
Independent Auditors' Report | F-74 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-75 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-76 |
Promenade at Red Cliff: | |
Independent Auditors' Report | F-78 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-79 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-80 |
Peoria Crossings: | |
Independent Auditors' Report | F-82 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-83 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-84 |
Dorman Centre: | |
Independent Auditors' Report | F-86 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-87 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-88 |
Heritage Towne Crossing: | |
Independent Auditors' Report | F-90 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-91 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-92 |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
By:/s/ Kelly Tucek
Name: Kelly Tucek
Title: Treasurer
Date: March 16, 2004
Inland Western Retail Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
December 31, 2003
(unaudited)
The following unaudited Pro Forma Consolidated Balance Sheet is presented as if the acquisitions of the properties indicated in Note B had occurred on December 31, 2003.
This unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at December 31, 2003, nor does it purport to represent our future financial position. No pro forma adjustments have been made for any potential property acquisitions identified as of March 12, 2004. The Company does not consider these properties as probable under Regulation 3-14 as the Company has not completed the due diligence process on these properties. Additionally, the Company has not received sufficient offering proceeds or obtained firm financing commitments to acquire all of these properties as of March 12, 2004. The Company believes it will have sufficient cash from offering proceeds raised and from additional financing proceeds to acquire these properties if and when the Company is prepared to acquire these properties.
Inland Western Retail Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
December 31, 2003
(unaudited)
Historical | Pro Forma | |||
(A) | Adjustments | Pro Forma | ||
Assets | ||||
Net investment properties (B) | $ | 122,579,417 | 359,971,311 | 482,550,728 |
Acquired intangibles (B) (D) | 10,344,354 | 32,286,926 | 42,631,280 | |
Cash and cash equivalents | 64,381,134 | (4,200,000) | 60,181,134 | |
Accounts and rents receivable | 1,147,551 | - | 1,147,551 | |
Due from affiliates | 918,750 | - | 918,750 | |
Note receivable | 7,552,155 | (7,552,155) | - | |
Other assets | 3,744,642 | (800,000) | 2,944,000 | |
Loan fees | 1,434,160 | - | 1,434,160 | |
Total assets | $ | 212,102,163 | 379,706,082 | 591,808,245 |
Liabilities and Stockholders' Equity | ||||
Accounts payable | 505,448 | - | 505,448 | |
Accrued offering costs to affiliates | 1,369,366 | - | 1,369,366 | |
Due to affiliates | 2,154,158 | - | 2,154,158 | |
Accrued real estate taxes | 1,392,069 | - | 1,392,069 | |
Distributions payable | 927,539 | - | 927,539 | |
Mortgage payable (B) (E) | 29,627,000 | 180,767,000 | 210,394,000 | |
Line of credit | 5,000,000 | - | 5,000,000 | |
Acquired intangibles (B) (D) | 5,910,413 | 5,735,237 | 11,645,650 | |
Advances from advisor | 1,202,519 | - | 1,202,519 | |
Security deposits | 108,189 | - | 108,189 | |
Prepaid rental and recovery income | 104,756 | - | 104,756 | |
Other liabilities | 71,927 | - | 71,927 | |
Total liabilities | 48,373,384 | 186,502,237 | 234,875,621 | |
Common stock (C) | 18,737 | 21,955 | 40,692 | |
Additional paid-in capital (net of offering costs) (C) | 165,168,650 | 193,181,890 | 358,350,540 | |
Accumulated distributions in excess of net loss | (1,458,608) | - | (1,458,608) | |
Total stockholders' equity | 163,728,779 | 193,203,845 | 356,932,624 | |
Total liabilities and stockholders' equity | $ | 212,102,163 | 379,706,082 | 591,808,245 |
See accompanying notes to pro forma consolidated balance sheet.
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
December 31, 2003
(unaudited)
- The historical column represents our Consolidated Balance Sheet as of December 31, 2003 as filed with the Securities Exchange Commission on Form 10-K. As of December 31, 2003, the Company had sold 18,698,092 shares to the public and 19,049 shares were issued pursuant to the Company's distribution reinvestment program. As a result, the Company received $187,127,250 of gross offering proceeds. In addition, the Company received the Advisor's capital contribution of $200,000 for which the Advisor was issued 20,000 shares.
- The pro forma adjustments reflect the acquisition of the following properties. The mortgages payable represent mortgages obtained from a third party subsequent to acquisition. No pro forma adjustment has been made for prorations or other closing costs as the amounts are not significant:
Acquisition Price | Mortgage Payable | ||
Hickory Ridge | $ | 41,900,000 | 23,650,000 |
CorWest Plaza | 33,000,000 | 18,150,000 | |
Metro Square Center | 11,031,000 | - | |
Larkspur Landing | 61,147,000 | 33,630,000 | |
North Ranch Pavilion | 18,468,000 | 10,157,000 | |
La Plaza del Norte | 59,143,000 | 32,528,000 | |
MacArthur Crossing | 23,102,000 | - | |
Newnan Crossing Phase II | 22,362,000 | - | |
Promenade at Red Cliff | 19,636,000 | - | |
Peoria Crossings | 37,328,000 | 20,497,000 | |
Dorman Centre | 43,118,000 | - | |
Heritage Towne Crossing | 16,288,000 | - | |
Total | $ | 386,523,000 | 138,612,000 |
Allocation of net investments in properties:
Land | $ | 105,523,512 | |
Building and improvements | 254,447,799 | ||
Acquired in-place lease intangibles | 25,200,000 | ||
Acquired above market lease intangibles | 7,086,926 | ||
Acquired below market lease intangibles | (5,735,237) | ||
Total | $ | 386,523,000 |
- Additional offering proceeds of $219,550,000, net of additional offering costs of $26,346,155 are reflected as received as of December 31, 2003, prior to the purchase of the properties and are limited to offering proceeds necessary to acquire the properties and offering proceeds actually received as of March 12, 2004. Offering costs consist principally of registration costs, printing and selling costs, including commissions.
- Acquired intangibles represent above and below market leases and the difference between the property valued with the existing in-place leases and the property valued as if vacant. The value of the acquired leases will be amortized over the lease term.
- Additional mortgages payable of $180,767,000, reflected as funded as of December 31, 2003, includes $138,612,000 of mortgages payable obtained subsequent to the acquisition of the properties described in (B) and $42,155,000 of new financing placed on previously acquired properties.
- No pro forma assumptions have been made for the additional payment of distributions resulting from the additional proceeds raised.
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
December 31, 2003
(unaudited)
Inland Western Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003
(unaudited)
The following unaudited Pro Forma Consolidated Statement of Operations is presented to give effect the acquisition of the properties indicated in Note B of the Notes to the Pro Forma Consolidated Statement of Operations as though they occurred on January 1, 2003 or the date significant operations commenced. No pro forma adjustments have been made for any potential property acquisitions identified as of March 12, 2004. The Company does not consider these properties as probable under Regulation 3-14 as the Company has not completed the due diligence process on these properties. Additionally, the Company has not received sufficient offering proceeds or obtained firm financing commitments to acquire all of these properties as of March 12, 2004. The Company believes it will have sufficient cash from offering proceeds raised and from additional financing proceeds to acquire these properties if and when the Company is prepared to acquire these properties. No pro forma adjustments were made for t he Eckerds-Edmond or the Eckerds-Norman, as the properties were completed in 2003 and there were no significant operations prior to our acquisition.
This unaudited Pro Forma Consolidated Statement of Operations is not necessarily indicative of what the actual results of operations would have been for the year ended December 31, 2003, nor does it purport to represent our future results of operations.
Inland Western Retail Real Estate Trust, Inc.
Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003 (unaudited)
Pro Forma | Pro Forma | ||||
Historical | Adjustments | Adjustments | |||
(A) | (B) | (C) | Pro Forma | ||
Rental income | $ | 606,645 | 31,551,124 | 4,529,497 | 36,687,266 |
Additional rent | 137,988 | 7,417,969 | 1,480,187 | 9,036,144 | |
Interest income | 37,648 | - | - | 37,648 | |
Total income | 782,281 | 38,969,093 | 6,009,684 | 45,761,058 | |
General and administrative expenses | 315,263 | - | - | 315,263 | |
Advisor asset management fee (D) | - | - | - | - | |
Property operating expenses | 126,617 | 8,548,616 | 1,665,613 | 10,340,846 | |
Management fee (G) | 16,627 | 1,762,894 | 290,562 | 2,070,083 | |
Interest expense (I) | 135,735 | 7,397,795 | 1,925,324 | 9,458,854 | |
Depreciation (E) | 140,497 | 11,211,549 | 1,814,712 | 13,166,758 | |
Amortization (H) | 81,558 | 3,462,543 | 739,290 | 4,283,391 | |
Acquisition costs | 139,263 | - | - | 139,263 | |
Total expenses | 955,560 | 32,383,397 | 6,435,501 | 39,774,458 | |
Net income (loss) | $ | (173,279) | 6,585,696 | (425,817) | 5,986,600 |
Weighted average number of shares of common stock outstanding, | 2,520,986 | 40,692,000 | |||
Net income (loss) per share, basic and diluted (F) | (.07) | .15 | |||
See accompanying notes to pro forma consolidated statement of operations.
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003
(unaudited)
- The historical information represents the historical statement of operations of the Company for the period from March 5, 2003 (inception) to December 31, 2003 as filed with the Securities Exchange Commission on Form 10-K.
- Total pro forma adjustments for acquisitions consummated as of March 12, 2004 are as though the properties were acquired January 1, 2003.
Gross Income | ||||
& Direct | Total | |||
Operating | Pro Forma | Pro Forma | ||
Expenses (1) | Adjustments | Adjustments | ||
Rental income | $ | 31,623,809 | (72,685) | 31,551,124 |
Additional rental income | 7,417,969 | - | 7,417,969 | |
Total income | 39,041,778 | (72,685) | 38,969,093 | |
Advisor asset management fee | - | - | - | |
Property operating expenses | 8,548,616 | - | 8,548,616 | |
Management fees | - | 1,762,894 | 1,762,894 | |
Interest expense | - | 7,397,795 | 7,397,795 | |
Depreciation | - | 11,211,549 | 11,211,549 | |
Amortization | - | 3,462,543 | 3,462,543 | |
Total expenses | 8,548,616 | 23,834,781 | 32,383,397 | |
Net income (loss) | $ | 30,493,162 | (23,907,466) | 6,585,696 |
- Audited combined gross income and direct operating expenses as prepared in accordance with Rule 3-14 of Regulation S-X for the following properties:
Newnan Crossing Phase I and II, Pavilion at Kings Grant, Hickory Ridge, CorWest Plaza, Metro Square (Super Value) Center, Larkspur Landing, North Ranch Pavilion, La Plaza Del Norte, MacArthur Crossing, Promenade at Red Cliff, Peoria Crossings, Dorman Center and Heritage Towne Crossing
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003
(unaudited)
- Total pro forma adjustments for acquisitions consummated as of March 12, 2004 are as though the properties were acquired January 1, 2003. No adjustment was made for Eckerds-Edmond or Eckerds-Norman as the properties were completed in 2003 and there were no significant operations prior to our acquisition.
Gross Income | ||||
& Direct | Total | |||
Operating | Pro Forma | Pro Forma | ||
Expenses (1) | Adjustments | Adjustments | ||
Rental income | $ | 4,967,738 | (438,241) | 4,529,497 |
Additional rental income | 1,480,187 | - | 1,480,187 | |
Total income | 6,447,925 | (438,241) | 6,009,684 | |
Advisor asset management fee | - | - | - | |
Property operating expenses | 1,665,613 | - | 1,665,613 | |
Management fees | - | 290,562 | 290,562 | |
Interest expense | - | 1,925,324 | 1,925,324 | |
Depreciation | - | 1,814,712 | 1,814,712 | |
Amortization | - | 739,290 | 739,290 | |
Total expenses | 1,665,613 | 4,769,888 | 6,435,501 | |
Net income (loss) | $ | 4,782,312 | (5,208,129) | (425,817) |
- Unaudited combined gross income and direct operating expenses based on information provided by the Seller for the following properties:
Shops at Park Place, Stony Creek Marketplace, Darien Towne Center, Shaw's Supermarket (New Britain).
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003
(unaudited)
- The advisor asset management fee is expected to be subordinated to the shareholders' receipt of a stated return thus no amount is reflected.
- Buildings and improvements will be depreciated on a straight line basis based upon estimated useful lives of 30 years for building and improvements and 15 years for site improvements. That portion of the purchase price that is allocated to above or below lease intangibles will be amortized on a straight line basis over the life of the related leases as an adjustment to rental income. Other leasing costs, tenant improvements and in-place lease intangibles will be amortized on a straight line basis over the life of the related leases as a component of amortization expense.
- The pro forma weighted average shares of common stock outstanding for the year ended December 31, 2003 was calculated using the additional shares sold to purchase each of the properties on a weighted average basis plus the 20,000 shares purchased by the Advisor in connection with our organization.
- Management fees are calculated as 4.5% of gross revenues pursuant to the management agreement.
- The value of the acquired leases will be amortized over the lease term.
- The pro forma adjustments relating to interest expense were based on the following debt terms:
Principal | Interest | Maturity | ||||
Property | Balance | Rate (%) | Date | |||
Stony Creek | $ | 14,162,000 | 4.770 | 01/11 | ||
Shaw's Supermarket (New Britain) | 6,450,000 | 4.684 | 11/28 | |||
CorWest Plaza | 18,150,000 | 4.560 | 02/09 | |||
Hickory Ridge | 23,650,000 | 4.531 | 02/09 | |||
Larkspur Landing | 33,630,000 | 4.450 | 02/09 | |||
La Plaza del Norte | 32,528,000 | 4.610 | 03/10 | |||
Darien Towne Center | 16,500,000 | 4.650 | 06/10 | |||
Shops at Park Place | 13,127,000 | 4.710 | 11/08 | |||
Newnan Crossing | 21,543,000 | 4.380 | 03/09 | |||
Peoria Crossings | 20,497,000 | 4.090 | 04/09 | |||
North Ranch Pavilion | 10,157,000 | 4.120 | 04/09 |
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Darien Towne Center ("the Property") for the year ended December 31, 2002. This Historical Summary is the responsibility of management. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Darien Towne Center for the year ended December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Los Angeles, California
December 4, 2003
Darien Towne Center
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2002
(in thousands)
For the year | ||
ended | ||
December 31, 2002 | ||
Gross income: | ||
rental income | $ | 2,051 |
Tenant reimbursements | 449 | |
Total gross income | 2,500 | |
Direct operating expenses: | ||
Utilities, maintenance, and repairs | 201 | |
Real estate taxes | 344 | |
Insurance | 35 | |
Total direct operating expenses | 580 | |
Excess of gross income over direct operating expenses | $ | 1,920 |
See accompanying notes to historical summary of gross income and direct operating expense.
Darien Towne Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2002
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Darien Towne Center (the Property) is a shopping center located in Darien, Illinois. The Property consists of 217,505 square feet of gross leasable area and was 95% occupied at December 31, 2002. Approximately 77% of the property's leasable area is leased to three tenants, Home Depot, Circuit City, and PetSmart. Inland Western Retail Real Estate Trust, Inc. (IWRRETI) has signed a purchase and sale agreement for the purchase of the Property from an unaffiliated third-party seller.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Certain leases contain renewal to options at various periods at various rental rates.
Rental income is recognized using the accrual method based on contractual amounts provided for in the lease agreements. Rental revenue is recognized on a straight-line basis over the term of the respective leases.
The following is a schedule of minimum future rental to be received on noncancelable operating leases as of December 31, 2002 (in thousands):
Year | Total | ||
2003 | $ | 2,089 | |
2004 | 1,938 | ||
2005 | 1,452 | ||
2006 | 1,440 | ||
2007 | 1,390 | ||
Thereafter | 9,148 | ||
Total | $ | 17,457 |
Darien Towne Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2002
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Darien Towne Center
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
For the | ||
year ended | ||
December 31, 2003 | ||
(unaudited) | ||
Gross income: | ||
Base rental income | $ | 2,123,487 |
Operating expense and real estate tax recoveries | 514,801 | |
Total gross income | 2,638,288 | |
Direct operating expenses: | ||
Property operating expenses | 628,144 | |
Total direct operating expenses | 628,144 | |
Excess of gross income over direct operating expenses | $ | 2,010,144 |
See accompanying notes to historical summary of gross income and direct operating expense.
Darien Towne Center
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 has been prepared from the operating statements provided by the owners of the property during that period and requires management of Darien Towne Center to make estimates and assumptions that affect the amounts of the revenues and expense during that period. Actual results may differ from those estimates.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the year ended December 31, 2003.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Combined Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of the Properties Acquired from Thomas Enterprises ("the Properties") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Form 8-K/A of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Properties' revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of the Properties Acquired from Thomas Enterprises for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 24, 2004
The Properties Acquired from Thomas Enterprises
Combined Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 2,968,855 |
Operating expense and real estate tax recoveries | 529,344 | |
Total gross income | 3,498,199 | |
Direct operating expenses: | ||
Operating expenses | 372,962 | |
Real estate taxes | 217,447 | |
Insurance | 35,600 | |
Total direct operating expenses | 626,009 | |
Excess of gross income over direct operating expenses | $ | 2,872,190 |
See accompanying notes to historical summary of gross income and direct operating expense.
Properties Acquired from Thomas Enterprises
Notes to Combined Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
The Properties Acquired from Thomas Enterprises ("the Properties") consists of the following:
Gross Leasable Area | Occupancy at December 31, 2003 | ||
Name | (unaudited) | Location | (unaudited) |
Pavilion at King's Grant | 79,909 | Concord, North Carolina | 100% |
Newnan Crossing I and II | 288,284 | Newnan, Georgia | 100% |
Two tenants account for 41% of the Properties' base rental income.
Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Pavilion at King's Grant on December 30, 2003, Newnan Crossing on December 23, 2003 and Newnan Crossing Phase II on February 13, 2004, from Thomas Enterprises, an unaffiliated party. The Historical Summary represents the combination of the Properties described above since the Properties are all owned by Thomas Enterprises.
A portion of Pavilion at King's Grant and Newnan Crossing (representing approximately 71,000 square feet and 275,800 square feet, respectively,) of the Properties' gross leasable area was completed as of December 31, 2002. The remaining portion of the Properties' gross leasable area (representing the remaining approximately 8,000 square feet and 12,400 square feet, respectively,) was under construction and completed during 2003.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Form 8-K/A of IWRRETI and is not intended to be a complete presentation of the Properties' revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Properties to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Properties lease retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Properties are reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal options at various periods at various rental rates. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned during the year ended December 31, 2003.
The Properties have five ground leases which are classified as operating leases with terms ranging through February 2014. Total ground lease income was $363,323 and is included in base rental income in the accompanying Historical Summary for the year ended December 31, 2003.
Properties Acquired from Thomas Enterprises
Notes to Combined Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $294,000for the year ended December 31, 2003.
Minimum rents to be received from tenants under operating leases, which terms range from five to twenty years in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 3,537,586 | |
2005 | 3,396,343 | ||
2006 | 3,351,239 | ||
2007 | 3,155,649 | ||
2008 | 3,124,333 | ||
Thereafter | 22,863,275 | ||
Total | $ | 39,428,425 |
- Direct Operating Expenses
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Stony Creek Marketplace
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
For the | ||
year ended | ||
December 31, 2003 | ||
(unaudited) | ||
Gross income: | ||
Base rental income | $ | 393,702 |
Operating expense and real estate tax recoveries | 130,140 | |
Total gross income | 523,842 | |
Direct operating expenses: | ||
Property operating expenses | 98,974 | |
Total direct operating expenses | 98,974 | |
Excess of gross income over direct operating expenses | $ | 424,868 |
See accompanying notes to historical summary of gross income and direct operating expense.
Stony Creek Marketplace
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 has been prepared from the operating statements provided by the owners of the property during that period and requires management of Stony Creek Marketplace to make estimates and assumptions that affect the amounts of the revenues and expense during that period. Actual results may differ from those estimates.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the year ended December 31, 2003.
Shops atPark Place
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
For the | ||
year ended | ||
December 31, 2003 | ||
(unaudited) | ||
Gross income: | ||
Base rental income | $ | 1,911,675 |
Operating expense and real estate tax recoveries | 522,437 | |
Total gross income | 2,434,112 | |
Direct operating expenses: | ||
Property operating expenses | 614,295 | |
Total direct operating expenses | 614,295 | |
Excess of gross income over direct operating expenses | $ | 1,819,817 |
See accompanying notes to historical summary of gross income and direct operating expense.
Shops atPark Place
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 has been prepared from the operating statements provided by the owners of the property during that period and requires management of the Shops at Park Place to make estimates and assumptions that affect the amounts of the revenues and expense during that period. Actual results may differ from those estimates.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the year ended December 31, 2003.
Shaw's Supermarket (New Britain)
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
For the | ||
year ended | ||
December 31, 2003 | ||
(unaudited) | ||
Gross income: | ||
Base rental income | $ | 1,083,357 |
Operating expense and real estate tax recoveries | 460,797 | |
Total gross income | 1,544,154 | |
Direct operating expenses: | ||
Property operating expenses | 460,797 | |
Total direct operating expenses | 460,797 | |
Excess of gross income over direct operating expenses | $ | 1,083,357 |
See accompanying notes to historical summary of gross income and direct operating expense.
Shaw's Supermarket (New Britain)
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 has been prepared from the operating statements provided by the owners of the property during that period and requires management of Shaw's Supermarket (New Britain) to make estimates and assumptions that affect the amounts of the revenues and expense during that period. Actual results may differ from those estimates.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the year ended December 31, 2003.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Hickory Ridge ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Hickory Ridge for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 2, 2004
Hickory Ridge
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 3,633,058 |
Operating expense and real estate tax recoveries | 447,314 | |
Total gross income | 4,080,372 | |
Direct operating expenses: | ||
Operating expenses | 156,997 | |
Real estate taxes | 244,786 | |
Insurance | 59,317 | |
Total direct operating expenses | 461,100 | |
Excess of gross income over direct operating expenses | $ | 3,619,272 |
See accompanying notes to historical summary of gross income and direct operating expense.
Hickory Ridge
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Hickory Ridge (the Property) is located in Hickory, North Carolina. The Property consists of 375,587 square feet of gross leasable area and was 100% occupied at December 31, 2003. The Property is leased to twenty-one tenants of which four tenants account for approximately 51% of base rental revenue for the year ended December 31, 2003. On January 9, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. Contingent rent of $25,762 was earned during the year ended December 31, 2003.
In addition, rental income includes $95,959 of rent from one tenant that pays monthly rent based upon a percentage of monthly sales in lieu of minimum rents provided in the lease. The minimum rents schedule below excludes such tenant.
The Property has two ground leases that are classified as operating leases with terms extending through January 2013 and January 2021, respectively. Total ground lease income was $311,590 and is included in base rental income in the accompanying Historical Summary for the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exist in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increase base rental income by $132,919 for the year ended December 31, 2003.
Hickory Ridge
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from one to seventeen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 3,393,768 | |
2005 | 3,053,077 | ||
2006 | 3,065,441 | ||
2007 | 3,016,833 | ||
2008 | 3,019,568 | ||
Thereafter | 18,476,329 | ||
Total | $ | 34,025,016 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of CorWest Plaza ("the Property") for the period from May 29, 2003 through December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of CorWest Plaza for the period from May 29, 2003 through December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 3, 2004
CorWest Plaza
Historical Summary of Gross Income and Direct Operating Expenses
For the period from May 29, 2003 through December 31, 2003
For the period from | ||
May 29, 2003 through | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 1,425,025 |
Operating expense and real estate tax recoveries | 424,278 | |
Total gross income | 1,849,303 | |
Direct operating expenses: | ||
Operating expenses | 54,893 | |
Real estate taxes | 347,412 | |
Insurance | 16,407 | |
Total direct operating expenses | 418,712 | |
Excess of gross income over direct operating expenses | $ | 1,430,591 |
See accompanying notes to historical summary of gross income and direct operating expense.
CorWest Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from May 29, 2003 through December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
CorWest Plaza (the Property) is located in New Britain, Connecticut. The Property consists of approximately 115,011 square feet of gross leasable area and was 100% occupied at December 31, 2003. The Property is leased to ten tenants of which four tenants account for approximately 90% of base rental revenue for the period from May 29, 2003 through December 31, 2003. On January 6, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates As the Property was acquired by the seller on May 29, 2003, financial statements were not available prior to such date. As such, the Historical Summary includes only operations for the period from May 29, 2003 through December 31, 2003.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned from the period from May 29, 2003 through December 31, 2003.
The Property has 3 ground leases that are classified as operating leases with terms extending through May 2028. Total ground lease income was $1,225,693 and is included in base rental income in the accompanying Historical Summary for the period from May 29, 2003 through December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $44,806 for the period from May 29, 2003 through December 31, 2003.
CorWest Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period from May 29, 2003 through December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from 48 months to 25 years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 2,612,698 | |
2005 | 2,594,038 | ||
2006 | 2,464,015 | ||
2007 | 2,416,598 | ||
2008 | 2,433,616 | ||
Thereafter | 40,960,776 | ||
Total | $ | 53,481,742 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
CorWest Plaza
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
For the | ||
year ended | ||
December 31, 2003 | ||
(unaudited) | ||
Gross income: | ||
Base rental income | $ | 1,925,491 |
Operating expense and real estate tax recoveries | 535,269 | |
Total gross income | 2,460,760 | |
Direct operating expenses: | ||
Property operating expenses | 690,670 | |
Total direct operating expenses | 690,670 | |
Excess of gross income over direct operating expenses | $ | 1,770,090 |
See accompanying notes to historical summary of gross income and direct operating expense.
CorWest Plaza
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the year ended December 31, 2003 has been prepared from the audited financial statements for the period from May 29, 2003 to December 31, 2003 and estimates for the period from January 1, 2003 to May 28, 2003. Estimates for the period from January 1, 2003 to May 28, 2003 were prepared based on information provided by the owner of the property. Actual results may differ from those estimates.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the year ended December 31, 2003.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Metro Square Center (SuperValue) ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Metro Square Center (SuperValue) for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 3, 2004
Metro Square Center (SuperValue)
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 949,573 |
Operating expense and real estate tax recoveries | 125,792 | |
Total gross income | 1,075,365 | |
Direct operating expenses: | ||
Operating expenses | 59,440 | |
Real estate taxes | 47,018 | |
Insurance | 18,815 | |
Total direct operating expenses | 125,273 | |
Excess of gross income over direct operating expenses | $ | 950,092 |
See accompanying notes to historical summary of gross income and direct operating expense.
Metro Square Center (SuperValue)
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Metro Square Center (SuperValue) (the Property) is located in Severn, Maryland. The Property consists of approximately 62,000 square feet of gross leasable area and was 100% occupied at December 31, 2003. The Property is leased to three tenants of which one tenant accounts for approximately 91% of base rental revenue for the year ended December 31, 2003. On January 22, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provisions for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $54,197 for the year ended December 31, 2003.
Metro Square Center (SuperValue)
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from five to 20 years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 897,786 | |
2005 | 922,082 | ||
2006 | 902,574 | ||
2007 | 904,327 | ||
2008 | 844,146 | ||
Thereafter | 10,010,898 | ||
Total | $ | 14,481,813 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Larkspur Landing, ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Larkspur Landing, for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 26, 2004
Larkspur Landing
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 4,735,363 |
Operating expense and real estate tax recoveries | 1,055,794 | |
Total gross income | 5,791,157 | |
Direct operating expenses: | ||
Operating expenses | 707,903 | |
Real estate taxes | 336,380 | |
Insurance | 236,462 | |
Total direct operating expenses | 1,280,745 | |
Excess of gross income over direct operating expenses | $ | 4,510,412 |
See accompanying notes to historical summary of gross income and direct operating expense.
Larkspur Landing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Larkspur Landing, (the Property) is located in Larkspur, California. The Property consists of approximately 173,800 square feet of gross leasable area and was approximately 91% occupied at December 31, 2003. The Property is leased to thirty-seven tenants of which four tenants account for approximately 62% of base rental revenue for the year ended December 31, 2003. On January 14, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provisions for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. Contingent rent of $339,129 was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $171,513 for the year ended December 31, 2003.
Larkspur Landing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from 1 to 15 years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 4,305,051 | |
2005 | 3,779,574 | ||
2006 | 3,409,006 | ||
2007 | 2,769,297 | ||
2008 | 2,410,278 | ||
Thereafter | 13,617,128 | ||
Total | $ | 30,290,334 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of North Ranch Pavilion ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of North Ranch Pavilion for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 25, 2004
North Ranch Pavilion
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 1,100,047 |
Operating expense and real estate tax recoveries | 322,680 | |
Total gross income | 1,422,727 | |
Direct operating expenses: | ||
Operating expenses | 210,864 | |
Real estate taxes | 129,164 | |
Insurance | 33,635 | |
Total direct operating expenses | 373,663 | |
Excess of gross income over direct operating expenses | $ | 1,049,064 |
See accompanying notes to historical summary of gross income and direct operating expense.
North Ranch Pavilion
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
North Ranch Pavilion (the Property) is located in Thousand Oaks, California. The Property consists of approximately 63,000 square feet of gross leasable area and was approximately 91% occupied at December 31, 2003. The Property is leased to twenty-seven tenants of which three tenants account for approximately 34% of base rental revenue for the year ended December 31, 2003. On January 15, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $39,515 for the year ended December 31, 2003.
North Ranch Pavilion
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from three to 14 years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,308,503 | |
2005 | 1,187,162 | ||
2006 | 1,196,362 | ||
2007 | 768,560 | ||
2008 | 665,216 | ||
Thereafter | 2,245,095 | ||
Total | $ | 7,370,898 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of La Plaza Del Norte ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of La Plaza Del Norte for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 26, 2004
La Plaza Del Norte
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 4,003,605 |
Operating expense and real estate tax recoveries | 1,421,860 | |
Total gross income | 5,425,465 | |
Direct operating expenses: | ||
Operating expenses | 240,045 | |
Real estate taxes | 1,199,850 | |
Insurance | 84,577 | |
Total direct operating expenses | 1,524,472 | |
Excess of gross income over direct operating expenses | $ | 3,900,993 |
See accompanying notes to historical summary of gross income and direct operating expense.
La Plaza Del Norte
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
La Plaza Del Norte (the Property) is located in San Antonio, Texas. The Property consists of approximately 320,000 square feet of gross leasable area and was approximately 96% occupied at December 31, 2003. The Property is leased to eighteen tenants of which two tenants account for approximately 41% of base rental revenue for the year ended December 31, 2003. On January 21, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. Contingent rent of $827 was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $72,859 for the year ended December 31, 2003.
La Plaza Del Norte
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from five to twenty years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 4,113,332 | |
2005 | 4,070,499 | ||
2006 | 3,942,489 | ||
2007 | 3,358,048 | ||
2008 | 3,258,479 | ||
Thereafter | 14,294,929 | ||
Total | $ | 33,037,776 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of MacArthur Crossing ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of MacArthur Crossing for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 1, 2004
MacArthur Crossing
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 1,760,907 |
Operating expense and real estate tax recoveries | 608,826 | |
Total gross income | 2,369,733 | |
Direct operating expenses: | ||
Operating expenses | 249,689 | |
Real estate taxes | 400,391 | |
Insurance | 48,208 | |
Total direct operating expenses | 698,288 | |
Excess of gross income over direct operating expenses | $ | 1,671,445 |
See accompanying notes to historical summary of gross income and direct operating expense.
MacArthur Crossing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
MacArthur Crossing (the Property) is located in Las Colinas, Texas. The Property consists of 111,035 square feet of gross leasable area and was approximately 98% occupied at December 31, 2003. The Property is leased to twenty-nine tenants of which seven tenants account for approximately 54% of base rental revenue for the year ended December 31, 2003. On February 5, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. Contingent rent of $14,807 was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $4,655 for the year ended December 31, 2003.
MacArthur Crossing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from five to twenty years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,771,533 | |
2005 | 1,713,801 | ||
2006 | 1,290,824 | ||
2007 | 809,370 | ||
2008 | 678,292 | ||
Thereafter | 2,761,095 | ||
Total | $ | 9,024,915 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Promenade at Red Cliff ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Promenade at Red Cliff for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 5, 2004
Promenade at Red Cliff
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 1,250,480 |
Operating expense and real estate tax recoveries | 237,743 | |
Total gross income | 1,488,223 | |
Direct operating expenses: | ||
Operating expenses | 136,724 | |
Real estate taxes | 113,395 | |
Insurance | 38,288 | |
Total direct operating expenses | 288,407 | |
Excess of gross income over direct operating expenses | $ | 1,199,816 |
See accompanying notes to historical summary of gross income and direct operating expense.
Promenade at Red Cliff
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Promenade at Red Cliff (the Property) is located in St. George, Utah. The Property consists of 94,947 square feet of gross leasable area and was approximately 97% occupied at December 31, 2003. The Property is leased to twenty-tenants of which four tenants account for approximately 61% of base rental revenue for the year ended December 31, 2003. On February 13, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. Contingent rent of $21,297 was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $1,622 for the year ended December 31, 2003.
Promenade at Red Cliff
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from 10 months to fifteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,468,781 | |
2005 | 1,513,674 | ||
2006 | 1,526,952 | ||
2007 | 1,149,127 | ||
2008 | 852,421 | ||
Thereafter | 921,631 | ||
Total | $ | 7,432,586 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Peoria Crossings ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Peoria Crossing for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 25, 2004
Peoria Crossings
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 2,247,654 |
Operating expense and real estate tax recoveries | 367,902 | |
Total gross income | 2,615,556 | |
Direct operating expenses: | ||
Operating expenses | 158,120 | |
Real estate taxes | 212,946 | |
Insurance | - | |
Total direct operating expenses | 371,066 | |
Excess of gross income over direct operating expenses | $ | 2,244,490 |
See accompanying notes to historical summary of gross income and direct operating expense.
Peoria Crossings
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Peoria Crossings (the Property) is located in Peoria, Arizona. The Property consists of approximately 213,500 square feet of gross leasable area and was approximately 97% occupied at December 31, 2003. The Property is leased to twenty-one tenants of which five tenants account for approximately 59% of base rental revenue for the year ended December 31, 2003. Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") has signed a sale and purchase agreement for the purchase of the Property from an unaffiliated third-party ("Seller").
The Property commenced operations in 2002 with a portion of Peoria Crossings (representing approximately 207,500 square feet) of the Properties' gross leasable area complete as of December 31, 2003. The remaining portion of the Properties' gross leasable area (representing the remaining approximately 6, 000 square feet) is under construction and scheduled to be completed during 2004.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $780,986 for the year ended December 31, 2003.
Peoria Crossings
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from five to twenty-one years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 2,584,513 | |
2005 | 2,606,123 | ||
2006 | 2,613,453 | ||
2007 | 2,623,407 | ||
2008 | 2,245,206 | ||
Thereafter | 17,152,265 | ||
Total | $ | 29,824,967 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Dorman Centre ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Dorman Centre for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
February 25, 2004
Dorman Centre
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 1,195,938 |
Operating expense and real estate tax recoveries | 83,579 | |
Total gross income | 1,279,517 | |
Direct operating expenses: | ||
Operating expenses | 37,886 | |
Real estate taxes | 51,474 | |
Insurance | 9,656 | |
Total direct operating expenses | 99,016 | |
Excess of gross income over direct operating expenses | $ | 1,180,501 |
See accompanying notes to historical summary of gross income and direct operating expense.
Dorman Centre
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Dorman Centre (the Property) is located in Spartanburg, South Carolina. The Property consists of approximately 388,000 square feet of gross leasable area and was approximately 90% occupied at December 31, 2003. The Property is leased to twenty-one tenants of which four tenants account for approximately 77% of base rental revenue for the year ended December 31, 2003. On March 4, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Property commenced operations on July 1, 2003 with a portion of Dorman Center (representing approximately 348,000 square feet) complete as of December 31, 2003. The remaining portion (representing the remaining approximately 40,000 square feet) is under construction and scheduled to be completed during the first quarter of 2004.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates. Certain of the leases contain provision for contingent rentals. Recognition of contingent rental income is deferred until the target that triggers the contingent rental income is achieved. No contingent rent was earned during the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $4,778 for the year ended December 31, 2003.
Dorman Centre
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from three to twenty years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 3,504,788 | |
2005 | 3,540,088 | ||
2006 | 3,513,673 | ||
2007 | 3,430,584 | ||
2008 | 3,313,461 | ||
Thereafter | 30,804,111 | ||
Total | $ | 48,106,705 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.
Independent Auditors' Report
The Board of Directors
Inland Western Retail Real Estate Trust, Inc.
We have audited the accompanying Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") of Heritage Towne Crossing ("the Property") for the year ended December 31, 2003. This Historical Summary is the responsibility of management of Inland Western Retail Real Estate Trust, Inc. Our responsibility is to express an opinion on the Historical Summary based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the Historical Summary is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the Historical Summary. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the Historical Summary. We believe that our audit provides a reasonable basis for our opinion.
The accompanying Historical Summary was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of Inland Western Retail Real Estate Trust, Inc., as described in note 2. The presentation is not intended to be a complete presentation of the Property's revenues and expenses.
In our opinion, the Historical Summary referred to above presents fairly, in all material respects, the gross income and direct operating expenses described in note 2 of Heritage Towne Crossing for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
March 3, 2004
Heritage Towne Crossing
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
For the year | ||
ended | ||
December 31, 2003 | ||
Gross income: | ||
Base rental income | $ | 876,078 |
Operating expense and real estate tax recoveries | 198,515 | |
Total gross income | 1,074,593 | |
Direct operating expenses: | ||
Operating expenses | 106,131 | |
Real estate taxes | 211,070 | |
Insurance | 21,825 | |
Total direct operating expenses | 339,026 | |
Excess of gross income over direct operating expenses | $ | 735,567 |
See accompanying notes to historical summary of gross income and direct operating expense.
Heritage Town Crossing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Heritage Towne Crossing (the Property) is located in Euless, Texas. The Property consists of 80,730 square feet of gross leasable area and was approximately 81% occupied at December 31, 2003. The Property is leased to twenty-five tenants of which five tenants account for approximately 40% of base rental revenue for the year ended December 31, 2003. On March 5, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property from an unaffiliated third party.
The Historical Summary of Gross Income and Direct Operating Expenses ("Historical Summary") has been prepared for the purpose of complying with Rule 3-14 of the Securities and Exchange Commission Regulation S-X and for inclusion in Post-Effective Amendment No. 3 to the Registration Statement on Form S-11 of IWRRETI and is not intended to be a complete presentation of the Property's revenues and expenses. The Historical Summary has been prepared on the accrual basis of accounting and requires management of the Property to make estimates and assumptions that affect the reported amounts of the revenues and expenses during the reporting period. Actual results may differ from those estimates.
The Property leases retail space under various lease agreements with its tenants. All leases are accounted for as operating leases. The leases include provisions under which the Property is reimbursed for common area, real estate, and insurance costs. Revenue related to these reimbursed costs is recognized in the period the applicable costs are incurred and billed to tenants pursuant to the lease agreements. Certain leases contain renewal to options at various periods at various rental rates.
The Property has two ground leases that are classified as operating leases with terms extending through September, 2023. Total ground lease income was $44,417 and is included in base rental income int he accompanying Historical Summary for the year ended December 31, 2003.
Although certain leases may provide for tenant occupancy during periods for which no rent is due and/or increases exists in minimum lease payments over the term of the lease, rental income accrues for the full period of occupancy on a straight-line basis. Related adjustments increased base rental income by $15,184 for the year ended December 31, 2003.
Heritage Towne Crossing
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003
Minimum rents to be received from tenants under operating leases, which terms range from three to twenty years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,289,587 | |
2005 | 1,300,384 | ||
2006 | 1,292,499 | ||
2007 | 1,069,311 | ||
2008 | 653,115 | ||
Thereafter | 2,698,001 | ||
Total | $ | 8,302,897 |
Direct operating expenses include only those costs expected to be comparable to the proposed future operations of the Property. Repairs and maintenance expenses are charged to operations as incurred. Costs such as depreciation, amortization, management fees, interest expense related to mortgage debt not assumed, and professional fees are excluded from the Historical Summary.