UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: February 5, 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)
We filed a Form 8-K dated February 5, 2004, with regard to the acquisition of MacArthur Crossing, Promenade at Red Cliff and Newnan Crossing Phase II, without the requisite financial information. Accordingly we are filing this Form 8-K/A to include that financial information.
Item 7. Financial Statements and Exhibits
- Financial Statements
Inland Western Retail Real Estate Trust, Inc.: | Page |
Independent Auditors' Report | F- 1 |
Financial Statements: | |
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
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Shareholders
Inland Western Retail Real Estate Trust, Inc.:
We have audited the consolidated financial statements of Inland Western Retail Real Estate Trust, Inc. (the Company) as listed in the accompanying index. In connection with our audit of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Inland Western Retail Real Estate Trust, Inc. as of December 31, 2003 and the results of their operations and their cash flows for the period from March 5, 2003 (inception) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
KPMG LLP
Chicago, Illinois
February 13, 2004
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Balance Sheet
December 31, 2003
Assets
Investment properties: | ||
Land | $ | 36,280,244 |
Building and other improvements | 86,439,670 | |
122,719,914 | ||
Less accumulated depreciation | (140,497) | |
Net investment properties | 122,579,417 | |
Cash and cash equivalents | 64,381,134 | |
Accounts and rents receivable | 1,147,551 | |
Due from affiliates | 918,750 | |
Note receivable | 7,552,155 | |
Acquired in-place lease intangibles (net of accumulated amortization of $51,773) | 8,753,908 | |
Acquired above market lease intangibles (net of accumulated amortization of $5,227) | 1,590,446 | |
Loan fees (net of accumulated amortization of $24,835) | 1,434,160 | |
Other assets | 3,744,642 | |
Total assets | $ | 212,102,163 |
See accompanying notes to consolidated financial statements.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Balance Sheet
(continued)
December 31, 2003
Liabilities and Stockholder's Equity
Liabilities: | ||
Accounts payable | $ | 505,448 |
Accrued offering costs due to affiliates | 1,369,366 | |
Accrued real estate taxes | 1,392,069 | |
Distributions payable | 927,539 | |
Security deposits | 108,189 | |
Mortgages payable | 29,627,000 | |
Line of credit | 5,000,000 | |
Prepaid rental and recovery income | 104,756 | |
Advances from sponsor | 1,202,519 | |
Acquired below market lease intangibles (net of accumulated amortization of $15,386) | 5,910,413 | |
Other liabilities | 71,927 | |
Due to affiliates | 2,154,158 | |
Total liabilities | 48,373,384 | |
Stockholders' equity: | ||
Preferred stock, $.001 par value, 10,000,000 shares authorized, none outstanding | - | |
Common stock, $.001 par value, 250,000,000 shares authorized, 18,737,141 shares issued and outstanding | 18,737 | |
Additional paid in capital (net of offering costs of $22,144,814 of which $1,369,366 was paid or accrued to affiliates) | 165,168,650 | |
Accumulated distributions in excess of net loss | (1,458,608) | |
Total stockholders' equity | 163,728,779 | |
Commitments and contingencies (Note 11) | ||
Total liabilities and stockholders' equity | $ | 212,102,163 |
See accompanying notes to consolidated financial statements.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statement of Operations
For the period from March 5, 2003 (inception) through December 31, 2003
Income: | ||
Rental income | $ | 606,645 |
Real estate tax recovery income | 95,654 | |
Common area costs recovery income | 42,334 | |
Interest income | 37,648 | |
Total income | 782,281 | |
Expenses: | ||
Professional services | 88,058 | |
General and administrative expenses to affiliates | 104,259 | |
General and administrative expenses to non-affiliates | 127,896 | |
Property operating expenses to affiliates | 16,627 | |
Property operating expenses to non-affiliates | 30,963 | |
Real estate tax | 95,654 | |
Interest | 135,735 | |
Depreciation | 140,497 | |
Amortization | 76,608 | |
Acquisition cost expenses to affiliates | 7,563 | |
Acquisition cost expenses to non-affiliates | 131,700 | |
Total expenses | 955,560 | |
Net loss | $ | (173,279) |
Net loss per common share, basic and diluted | $ | (.07) |
Weighted average number of common shares outstanding, basic and diluted | 2,520,986 | |
See accompanying notes to consolidated financial statements
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Consolidated Statement of Stockholders' Equity
For the period from March 5, 2003 (inception) to December 31, 2003
Number of Shares | Common | Additional Paid-in | Accumulated | Total | |
Balance at March 5, 2003 (inception) | - | - | - | - | - |
Net loss | - | - | - | (173,279) | (173,279) |
Distributions declared ($.15 per weighted average number of common shares outstanding) | - | - | - | (1,285,329) | (1,285,329) |
Proceeds from offering | 18,718,092 | 18,718 | 187,127,565 | - | 187,146,283 |
Offering costs | - | (22,144,814) | - | (22,144,814) | |
Proceeds from DRP | 19,049 | 19 | 180,949 | - | 180,968 |
Common stock option expense | - | - | 4,950 | - | 4,950 |
Balance at December 31, 2003 | 18,737,141 | $ 18,737 | $ 165,168,650 | $ (1,458,608) | $ 163,728,779 |
See accompanying notes to consolidated financial statements.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Statement of Cash Flows
For the period from March 5, 2003 (inception) through December 31, 2003
Cash flows from operations: | ||
Net loss | $ | (173,279) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation | 140,497 | |
Amortization | 76,608 | |
Amortization on acquired above market leases | 5,227 | |
Amortization on acquired below market leases | (15,386) | |
Stock option expense | 4,950 | |
Changes in assets and liabilities: | ||
Accounts and rents receivable | (1,147,551) | |
Accrued real estate taxes | 1,240,567 | |
Accounts payable | 306,996 | |
Prepaid rental and recovery income | 104,756 | |
Other liabilities | 71,927 | |
Security deposits | 108,189 | |
Net cash flows provided by operating activities | 723,501 | |
Cash flows from investing activities: | ||
Purchase of investment properties | (122,719,914) | |
Acquired above market leases | (1,595,673) | |
Acquired in place lease intangibles | (8,805,681) | |
Acquired below market leases | 5,925,799 | |
Other assets | (830,697) | |
Funding of note receivable | (7,552,155) | |
Due to affiliates | 2,154,158 | |
Net cash flows used in investing activities | (133,424,163) | |
Cash flows from financing activities: | ||
Proceeds from offering | 187,146,283 | |
Proceeds from the DRP | 180,968 | |
Payment of offering costs | (20,775,448) | |
Loan proceeds | 29,627,000 | |
Proceeds from unsecured line of credit | 5,000,000 | |
Loan fees | (4,022,986) | |
Distributions paid | (357,790) | |
Due from affiliates | (918,750) | |
Advances from sponsor | 1,202,519 | |
Net cash flows provided by financing activities | 197,081,796 |
See accompanying notes to financial statements
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Statement of Cash Flows
(continued)
For the period from March 5, 2003 (inception) through December 31, 2003
Net increase in cash and cash equivalents | $64,381,134 | |
Cash and cash equivalents, at beginning of period | - | |
Cash and cash equivalents, at end of period | $ | 64,381,134 |
Supplement disclosure of cash flow information: | ||
Cash paid for interest | $ | 135,735 |
Supplement schedule of non-cash financing activities: | ||
Distributions payable | $ | 927,539 |
Accrued offering costs payable | $ | 1,369,366 |
See accompanying notes to financial statements
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
December 31, 2003
(1) Organization
Inland Western Retail Real Estate Trust, Inc. (the "Company") was formed on March 5, 2003 to acquire and manage a diversified portfolio of real estate, primarily multi-tenant shopping centers. The Advisory Agreement provides for Inland Western Retail Real Estate Advisory Services, Inc. (the "Advisor"), an Affiliate of the Company, to be the Advisor to the Company. On September 15, 2003, the Company commenced an initial public offering of up to 250,000,000 shares of common stock at $10 each and the issuance of 20,000,000 shares at $9.50 each which may be distributed pursuant to the Company's distribution reinvestment program.
The Company is qualified and has elected to be taxed as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended, for federal income tax purposes commencing with the tax year ending December 31, 2003. Since the Company qualifies for taxation as a REIT, the Company generally will not be subject to federal income tax to the extent it distributes at least 90% of its REIT taxable income to its stockholders. If the Company fails to qualify as a REIT in any taxable year, the Company will be subject to federal income tax on its taxable income at regular corporate tax rates. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and federal income and excise taxes on its undistributed income.
The Company provides the following programs to facilitate investment in the Company's shares and to provide limited liquidity for stockholders.
The Company allows stockholders who purchase shares in the offering to purchase additional shares from the Company by automatically reinvesting distributions through the distribution reinvestment program ("DRP"), subject to certain share ownership restrictions. Such purchases under the DRP are not subject to selling commissions or the marketing contribution and due diligence expense allowance, and are made at a price of $9.50 per share.
The Company will repurchase shares under the share repurchase program ("SRP"), if requested, at least once quarterly on a first-come, first-served basis, subject to certain restrictions. Subject to funds being available, the Company will limit the number of shares repurchased during any calendar year to 5% of the weighted average number of shares outstanding during the prior calendar year. Funding for the SRP will come exclusively from proceeds that the Company receives from the sale of shares under the DRP and such other operating funds, if any, as the Company's board of directors, at its sole discretion, may reserve for this purpose. The board, at its sole discretion, may choose to terminate the share repurchase program after the end of the offering period, or reduce the number of shares purchased under the program, if it determines that the funds allocated to the SRP are needed for other purposes, such as the acquisition, maintenance or repair of properties, or for use in making a decl ared distribution. A determination by the board to eliminate or reduce the share repurchase program will require the unanimous affirmative vote of the independent directors. As of December 31, 2003, no shares have been repurchased by the Company.
The accompanying Consolidated Financial Statements include the accounts of the Company, as well as all wholly owned subsidiaries. Wholly owned subsidiaries generally consist of limited liability companies ("LLC's"). The effects of all significant intercompany transactions have been eliminated.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(2) Summary of Significant Accounting Policies
The preparation of the financial statements in conformity with accounting principles generally accepted in the United State of America ("GAAP") requires management of the Company to make estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.
Highly liquid investments with a maturity of three months or less when purchased are classified as cash equivalents.
Costs associated with the offering are deferred and charged against the gross proceeds of the offering upon closing. Formation and organizational costs are expensed as incurred. As of December 31, 2003, $7,500 of organizational costs were expensed.
The Company applies the fair value method of accounting as prescribed by SFAS No. 123,Accounting for Stock-Based Compensationfor its stock options granted. Under this method, the Company will report the value of granted options as a charge against earnings ratably over the vesting period.
Real estate acquisitions are recorded at costs less accumulated depreciation. Ordinary repairs and maintenance are expensed as incurred.
Depreciation expense is computed using the straight line method. Building and improvements are depreciated based upon estimated useful lives of 30 years for building and improvements and 15 years for site improvements.
The Company performed an impairment analysis for its long-lived assets in accordance with Statement of Financial Accounting Standards No. 144 ("SFAS 144") to ensure that the investment property's carrying value does not exceed its fair value. The valuation analysis performed by the Company was based upon many factors which require difficult, complex or subjective judgments to be made. Such assumptions include projecting vacancy rates, rental rates, operating expenses, lease terms, tenant financial strength, economy, demographics, property location, capital expenditures and sales value among other assumptions to be made upon valuing each property. This valuation is sensitive to the actual results of any of these uncertain factors, either individually or taken as a whole. Based upon the Company's judgment, no impairment was warranted as of December 31, 2003.
Tenant improvements are amortized on a straight line basis over the life of the related lease as a component of amortization expense.
Leasing fees are amortized on a straight-line basis over the life of the related lease.
Loan fees are amortized on a straight-line basis over the life of the related loans.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
The Company allocates the purchase price of the each acquired investment property between land, building and improvements, acquired above market and below market leases, in-place lease value, customer relationship value, and any assumed financing that is determined to be above or below market terms. The allocation of the purchase price is an area that requires judgment and significant estimates. The Company uses the information contained in the independent appraisal obtained at acquisition as the primary basis for the allocation to land and building and improvements. The aggregate value of intangibles is measured based on the difference between the stated price and the property value as if vacant. The Company determines whether any financing assumed is above or below market based upon comparison to similar financing terms for similar investment properties. The Company also allocates a portion of the purchase price to the estimated acquired in-place lease costs based on estimated lease execution costs for similar leases and we consider various factors including geographic location and size of leased space. The Company also evaluates each acquired lease based upon current market rates at the acquisition date and we consider various factors including geographical location, size and location of leased space within the investment property, tenant profile, and the credit risk of the tenant in determining whether the acquired lease is above or below market lease costs. After an acquired lease is determined to be above or below market lease costs, the Company allocates a portion of the purchase price to such above or below acquired lease costs based upon the present value of the difference between the contractual lease rate and the estimated market rate. The determination of the discount rate used in the present value calculation is based upon the "risk free rate." This discount rate is a significant factor in determining the market valuation which requires our judgment of subjective factors such as market knowledge, economic, demographics, location, visibility, location, age and physical condition of the property.
The application of SFAS 141 and SFAS 142 resulted in the recognition upon acquisition of additional intangible assets and liabilities relating to the 2003 real estate acquisitions. The portion of the purchase price allocated to acquired above market lease costs and acquired below market lease costs are amortized on a straight line basis over the life of the related lease as an adjustment to rental income. Amortization pertaining to the above market lease costs of $5,227 was applied as a reduction to rental income for the period from March 5, 2003 (inception) to December 31, 2003. Amortization pertaining to the below market lease costs of $15,386 was applied as an increase to rental income for the period from March 5, 2003 (inception) to December 31, 2003. The table below presents the amortization during the next five years related to the acquired above market lease costs and the below market lease costs for properties owned at December 31, 2003:
Amortization of: | 2004 | 2005 | 2006 | 2007 | 2008 | Thereafter | |
Acquired above | |||||||
market lease costs | (431,185) | (431,185) | (429,043) | (37,016) | (37,016) | (225,001) | |
Acquired below | |||||||
market lease costs | 582,355 | 582,355 | 582,355 | 561,053 | 531,230 | 3,071,065 | |
Net rental income | |||||||
increase / (decrease) | 151,170 | 151,170 | 153,312 | 524,037 | 494,214 | 2,846,064 | |
Acquired in place lease | |||||||
intangibles | 963,821 | 963,821 | 963,821 | 963,821 | 963,821 | 3,934,803 |
The portion of the purchase price allocated to acquired in-place lease intangibles are amortized on a straight line basis over the life of the related lease. We incurred amortization expense pertaining to acquired in-place lease intangibles of $51,773 for the period from March 5, 2003 (inception) to December 31, 2003.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
Rental income is recognized on a straight-line basis over the term of each lease. The difference between rental income earned on a straight-line basis and the cash rent due under the provisions of the lease agreements is recorded as deferred rent receivable and is included as a component of accounts and rents receivable in the accompanying consolidated balance sheets.
The carrying amount of the Company's debt approximates fair value. The carrying amount of the Company's other financial instruments approximate fair value because of the relatively short maturity of these instruments.
Staff Accounting Bulletin 101, "Revenue Recognition in Financial Statements" ("SAB 101"), determined that a lessor should defer recognition of contingent rental income (i.e. percentage/excess rent) until the specified target (i.e. breakpoint) that triggers the contingent rental income is achieved. The Company records percentage rental revenue in accordance with the SAB 101.
(3) Transactions with Affiliates
The Advisor contributed $200,000 to the capital of the Company for which it received 20,000 shares of common stock.
As of December 31, 2003, the Company had incurred $22,144,814 of offering costs. Pursuant to the terms of the offering, the Advisor has guaranteed payment of all public offering expenses (excluding sales commissions and the marketing contribution and the due diligence expense allowance) in excess of 5.5% of the gross proceeds of the offering or all organization and offering expenses (including selling commissions) which together exceed 15% of gross proceeds. As of December 31, 2003, offering costs did not exceed the 5.5% and 15% limitations. The Company anticipates that these costs will not exceed these limitations upon completion of the offering.
Certain compensation and fees payable to the Advisor for services to be provided to the Company are limited to maximum amounts.
Nonsubordinated payments: | ||||||||||||||
Offering stage: | ||||||||||||||
Selling commissions | 7.5% of the sale price for each share | |||||||||||||
Marketing contribution | 3.0% of the gross offering proceeds | |||||||||||||
and due diligence | ||||||||||||||
allowance | ||||||||||||||
Reimbursable expenses | We will reimburse our sponsor for actual costs incurred, on our | |||||||||||||
and other expenses of | behalf, in connection with the offering | |||||||||||||
issuance | ||||||||||||||
Acquisition stage: | ||||||||||||||
Acquisition expenses | We will reimburse an affiliate of our Advisor for costs incurred, | |||||||||||||
on our behalf, in connection with the acquisition of properties | ||||||||||||||
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
Operational stage: | |||||||
Property management fee | 4.5% of the gross income from the properties. | ||||||
This fee terminates upon a | (cannot exceed 90% of the fee which would be payable to | ||||||
business combination with the | an unrelated third party) | ||||||
property management company. | |||||||
Loan servicing fee | .03% of the total principal amount of the loans being serviced | ||||||
For each full year, up to the first $100 million and a lesser | |||||||
percentage on a sliding scale thereafter | |||||||
Other property level services | Compensation for these services will not exceed 90% of that which | ||||||
would be paid to any third party for such services | |||||||
Reimbursable expenses | The compensation and reimbursements to our Advisor and | ||||||
relating to administrative | its affiliates will be approved by a majority of our directors | ||||||
services | |||||||
Liquidation stage: | |||||||
Property disposition fee | Lesser of 3% of sales price or 50% of the customary | ||||||
This fee terminates upon a | commission which would be paid to a third party | ||||||
business combination with | |||||||
the Advisor |
Subordinated payments: | |||||||
Operational stage: | |||||||
Advisor asset management fee | Not more than 1% per annum of our average assets; | ||||||
This fee terminates upon a | Subordinated to a non-cumulative, non-compounded return, | ||||||
business combination with | equal to 6% per annum | ||||||
the Advisor | |||||||
Liquidation stage: | |||||||
Incentive advisory fee | After the stockholders have first received a 10% cumulative, | ||||||
This fee terminates upon a | non-compounded return per year and a return of their net investment, | ||||||
business combination with | an incentive advisory fee equal to 15% on net proceeds | ||||||
the Advisor | from the sale of a property will be paid to the Advisor | ||||||
On October 31, 2003, the Company acquired an existing shopping center known as The Shops at Park Place through the purchase of all of the membership interests of the general partner and the membership interests of the limited partner of the limited partnership holding title to this property. The center contains approximately 116,300 gross leasable square feet and is located in Plano, Texas. An affiliate of our Advisor, Inland Park Place Limited Partnership, acquired this property on September 30, 2003 from CDG Park Place LLC, an unaffiliated third party for $23,868,000. Inland Park Place Limited Partnership agreed to sell this property to the Company when sufficient funds from the sale of shares to acquire
Inland Western Retail Real Estate Trust, Inc.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
this property were raised. Inland Park Place Limited Partnership agreed to sell this property to the Company for the price the affiliate paid to the unaffiliated third party, plus any actual costs incurred. The Company's board of directors unanimously approved acquiring this property, including a unanimous vote of the independent directors. The total acquisition cost to the Company was $24,000,000, which included $132,000 of costs incurred by the affiliate.
The Advisor and its affiliates are entitled to reimbursement for salaries and expenses of employees of the Advisor and its affiliates relating to the offering. In addition, an affiliate of the Advisor is entitled to receive selling commissions, and the marketing contribution and due diligence expense allowance from the Company in connection with the offering. Such costs are offset against the Stockholders' equity accounts. Such costs totaled $16,859,779 for the period from March 5, 2003 (inception) to December 31, 2003, of which $1,369,366 was unpaid at December 31, 2003.
The Advisor and its affiliates are entitled to reimbursement for general and administrative costs of the Advisor and its affiliates relating to our administration. Such costs are included in general and administrative expenses to affiliates, professional services to affiliates, and acquisition cost expenses to affiliates, in addition to costs that were capitalized pertaining to property acquisitions. During the period from March 5, 2003 (inception) to December 31, 2003, the Company incurred $194,017 of these costs, of which $40,703 remained unpaid as of December 31, 2003.
An affiliate of the Advisor provides loan servicing to the Company for an annual fee. The agreement allows for annual fees totaling .05% of the first $100,000,000 in mortgage balance outstanding and .03% of the remaining mortgage balance, payable monthly. Such fees totaled $328 in the period from March 5, 2003 (inception) to December 31, 2003.
The Company used the services of an affiliate of the Advisor to facilitate the mortgage financing that the Company obtained on some of the properties purchased. Such costs are capitalized as loan fees and amortized over the respective loan term. During the period from March 5, 2003 (inception) to December 31, 2003, the Company paid loan fees totaling $59,523 to this affiliate.
The property managers, entities owned principally by individuals who are affiliates of the Advisor, are entitled to receive property management fees totaling 4.5% of gross operating income, for management and leasing services. The Company incurred and paid property management fees of $16,627 for the period from March 5, 2003 (inception) to December 31, 2003. None remained unpaid as of December 31, 2003.
The Company established a discount stock purchase policy for affiliates of the Company and the Advisor that enables the affiliates to purchase shares of common stock at a discount at either $8.95 or $9.50 per share depending when the shares are purchased. The Company sold 59,497 shares to affiliates and recognized an expense related to these discounts of $62,472 for the period from March 5, 2003 (inception) to December 31, 2003.
As of December 31, 2003 the Company was due funds from affiliates in the amount of $918,750 which is comprised of $73,750 due from an affiliate for costs paid on their behalf by the Company and $845,000 which is due from the sponsor for reimbursement of December distributions paid in January by the Company. The sponsor has agreed to advance funds to the Company for distributions paid to our shareholders until funds from operations are adequate to cover the distributions. As of December 31, 2003 the Company owed funds to the sponsor in the amount of $1,202,517 for repayment of these funds.
As of December 31, 2003 the Company owed funds to an affiliate in the amount of $2,154,158 for the reimbursement of costs paid by the affiliate on behalf of the Company.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(3) Stock Option Plan
The Company has adopted an Independent Director Stock Option Plan which, subject to certain conditions, provides for the grant to each independent director of an option to acquire 3,000 shares following their becoming a director and for the grant of additional options to acquire 500 shares on the date of each annual stockholders' meeting. The options for the initial 3,000 shares are exercisable as follows: 1,000 shares on the date of grant and 1,000 shares on each of the first and second anniversaries of the date of grant. The subsequent options will be exercisable on the second anniversary of the date of grant. The initial options will be exercisable at $8.95 per share. The subsequent options will be exercisable at the fair market value of a share on the last business day preceding the annual meeting of stockholders. As of December 31, 2003, we have issued 3,000 options to acquire shares to each of our independent directors, for a total of 15,000 options, of which none have been exercised or expired.
The per share weighted average fair value of options granted was $0.60 on the date of the grant using the Black Scholes option-pricing model with the following assumptions: expected dividend yield of 8%, risk free interest rate of 2.0%, expected life of five years and expected volatility rate of 18.0%. The Company has recorded $3,000 as expense for the 5,000 options (1,000 options per director) vesting upon the date of grant as of December 31, 2003 and will record the remaining $6,000 in expense ratably over the remaining two-year vesting period.
(4) New Accounting Pronouncements
In January 2003,FASB issued Interpretation 46, Consolidation of Variable Interest Entities or Interpretation 46, which addresses the consolidation of certain entities in which a company has a controlling financial interest through means other than voting rights. This interpretation was revised in December 2003. For calendar year companies, Interpretation 46 contains an effective date of December 31, 2003 for special purpose entities and periods ending after March 15, 2004 for all other entities. The Company does not own interests in special purpose entities and management does not believe that the adoption of Interpretation 46 will have a material impact on the Company's financial statements.
On May 15, 2003, the Financial Accounting Standards Board issued Statement No. 150,Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity. The Statement requires issuers to classify as liabilities (or assets in some circumstances) three classes of freestanding financial instruments that embody obligations for the issuer. Generally, the Statement is effective for financial instruments entered into or modified after May 31, 2003 and is otherwise effective at the beginning of the first interim period beginning after June 15, 2003. The Company adopted the provisions of the Statement on July 1, 2003.
The Company did not enter into any financial instruments within the scope of the Statement during the period from March 5, 2003 (inception) to December 31, 2003. To the extent stockholders request shares to be repurchased by the Company under the Share Repurchase Program, the Company's obligation to repurchase such shares will be classified as a liability at the redemption amount at the date documentation is complete and accepted by the Company in accordance with the plan documents.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(5) Leases
Minimum lease payments to be received in the future under operating leases, assuming no expiring leases are renewed, are as follows:
Minimum Lease | ||
Payments | ||
2004 | $ | 10,053,640 |
2005 | 9,758,805 | |
2006 | 9,684,354 | |
2007 | 9,273,557 | |
2008 | 9,033,324 | |
Thereafter | 78,836,462 | |
Total | $ | 126,640,142 |
The remaining lease terms range from one year to 56 years. Pursuant to the lease agreements, tenants of the property are required to reimburse the Company for some or all of their pro rata share of the real estate taxes, operating expenses and
management fees of the properties. Such amounts are included in additional rental income.
(6) Note Receivable
The note receivable balance of $7,552,155 as of December 31 2003 consists of an installment note from Fourth Quarter Properties XIV, LLC (Fourth) that matures on January 15, 2004. This installment note is secured by a 49% interest in Fourth, which owns the remaining portion of the Newnan Crossing shopping center and is also guaranteed personally by the owner of Fourth. Interest only at a rate of 7.6192% per annum is due on the note.
The installment note was advanced to Fourth in contemplation of the Company purchasing the remaining portions of Newnan Crossing. The Company did not call the note on January 15, 2004 and subsequently purchased the property on February 13, 2004 at which time the note was paid in full by Fourth.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(7) Mortgages Payable
Mortgages payable consist of the following at December 31, 2003:
Balance at | ||||
Interest | Maturity | December 31, | ||
Fixed Rate Mortgages Payable | Rate at | Date | 2003 | |
Property as collateral: | ||||
Darien Commons | 4.65% | 06/01/10 | $ 16,500,000 | |
Park Place | 4.71% | 11/01/08 | 13,127,000 | |
Total Fixed Rate Mortgages Payable | $ 29,627,000 |
The following table shows the mortgage debt maturing during the next five years as of December 31, 2003.
2004 | $ | - | |
2005 | - | ||
2006 | - | ||
2007 | - | ||
2008 | 13,127,000 | ||
Thereafter | 16,500,000 | ||
$ | 29,627,000 |
All of the Company's mortgage loans require monthly payments of interest only. The fixed-rate loans may be prepaid with a penalty after specific lockout periods.
On February 9, 2004, the Company entered into a rate lock agreement with Bear Stearns and paid a rate lock deposit of $1,200,000 to lock the interest rate at 4.372% for a period of 90 days on $60,000,000. The rate lock was entered into to secure the interest rate on mortgage debt to be identified as debt is placed on properties the Company currently owns or will acquire in the future.
(8) Line of Credit
On December 24, 2003, the Company entered into a $150,000,000 unsecured line of credit arrangement with KeyBank N.A. for a period of one year. The funds from this line of credit will be used to provide liquidity from the time a property is purchased until permanent debt is placed on the property. The Company is required to pay interest only on the outstanding balance from time to time under the line at the rate equal to LIBOR plus 175 basis points. The Company is also required to pay, on a quarterly basis, an amount ranging from .15% to .30%, per annum, on the average daily undrawn funds remaining under this line. The line of credit requires compliance with certain covenants, such as debt service rations, minimum net worth requirements, distribution limitations and investment restrictions. As of December 31, 2003, the Company was in compliance with such covenants. In connection with obtaining this line of credit, the Company paid fees in an amount totaling approximately $1,044,000 (w hich includes a .65% commitment fee). The outstanding balance on the line of credit was $5,000,000 as of December 31, 2003 with an effective interest rate of 2.9375% per annum.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(9) Segment Reporting
The Company owns and seeks to acquire multi-tenant shopping centers primarily in the western United States. All of the Company's shopping centers are currently located in Connecticut, Georgia, Illinois, Indiana, North Carolina, Oklahoma, and Texas. The Company's shopping centers are typically anchored by grocery and drugstores complemented with additional stores providing a wide range of other goods and services to shoppers.
The Company assesses and measures operating results on an individual property basis for each of its properties based on net property operations. Since all of the Company's properties exhibit highly similar economic characteristics, cater to the day-to-day living needs of their respective surrounding communities, and offer similar degrees of risk and opportunities for growth, the properties have been aggregated and reported as one operating segment.
Net property operations are summarized in the following table for the period from March 5, 2003 (inception) to December 31, 2003, and a reconciliation to net loss.
Property rental and additional rental income | $ | 744,633 | ||
Total property operating expenses | (143,244) | |||
Mortgage interest | (132,471) | |||
Net property operations | 468,918 | |||
Interest income | 37,648 | |||
Less non-property expenses: | ||||
Professional services | (88,058) | |||
General and administrative expenses | (235,419) | |||
Acquisition cost expenses | (139,263) | |||
Depreciation and amortization | (217,105) | |||
Net loss | $ | (173,279) | ||
The following table summarizes property asset information as of December 31, 2003.
Total assets: | ||||
Shopping centers | $ | 142,804,128 | ||
Non-segment assets | 69,298,035 | |||
$ | 212,102,163 | |||
The Company does not derive any of it's consolidated revenue from foreign countries and does not have any major customer that individually accounts for 10% or more of the Company's consolidated revenues.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
(10) Earnings (loss) per Share
Basic and diluted earnings (loss) per share ("EPS") is computed by dividing income by the weighted average number of common shares outstanding for the period (the "common shares"). As a result of the net loss incurred in 2003, diluted weighted average shares outstanding do not give effect to common stock equivalents as to do so would be anti-dilutive.
The basic and diluted weighted average number of common shares outstanding were 2,520,986 for the period from March 5, 2003 (inception) to December 31, 2003.
(11) Commitments and Contingencies
On December 10, 2003, in connection with the purchase of Stony Creek Market Place, the Company entered into an earnout agreement with the seller of the property. The earnout agreement stipulates that the seller shall retain the right, for a 48 month period after the date of purchase, to purchase the development and leasing rights to a vacant 50,000 square foot padsite included in the purchase of the property. If the seller develops and leases the padsite within the 48 month period, the Company is required to purchase the seller's interest in the leases based on an agreed upon base rent divider stipulated in the purchase and sale agreement. If the base rent divider should fall above or below certain limits, then the seller and purchaser have certain rights to terminate this agreement.
On December 31, 2003, in connection with the purchase of Pavilion at King's Grant, the purchase and sale contract stipulates that if anytime during the period from January 1, 2004 through December 31, 2007 the tenant, Toys R Us located in the shopping center, should increase their base rent up to a maximum amount of $250,000 and no decrease occurs in their requirement to pay for a certain percentage of expenses at the property, then the Company would be obligated to pay the seller additional funds related to the purchase based on an income capitalization formula stipulated in the purchase and sale agreement. After December 31, 2007 the Company is no longer obligated to pay the seller additional funds.
As part of the purchase and sale agreement for Newnan Crossing, the Company is obligated to purchase the remaining portion of the shopping center that is currently under construction (approximately 28,000 square feet to be occupied by Linen's N Things) after construction is complete and the tenant has moved in and is paying rent. The purchase price for this portion of the center will be based on and income capitalization formula.
(12) Subsequent Events
The Company issued 12,698,273 shares of common stock from January 1, 2004 through February 13, 2004 in connection with the offering, resulting in gross proceeds of $126,917,854.
The Company is currently considering acquiring seven properties for an estimated purchase price of $167,000,000. Our decision to acquire each property will generally depend upon no material adverse change occurring relating to the property, the tenants or in the local economic conditions and our receipt of satisfactory due diligence information including appraisals, environmental reports and lease an information prior to purchasing the property.
The Company has signed an application for an addition of $75,000,000 to the line of credit with Key Bank. Fundings under the line of credit will require interest only payments based on the provisions of the existing line of credit with Key Bank. As of February 13, 2004, the Company's outstanding balance owed on the line of credit is $70,000,000.
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
The Company has acquired the following properties during the period January 1 to February 13, 2004. The respective acquisitions are summarized in the table below.
Date | Year | Approximate Purchase Price | Gross Leasable Area | ||
Acquired | Property | Built | ($) | (Sq. Ft.) | Major Tenants |
01/06/04 | CorWest Plaza | 2000/ | 33,000,000 | 115,011 | Stop & Shop |
01/09/04 | Hickory Ridge | 1999 | 41,900,000 | 310,360 | Best Buy |
01/14/04 | Larkspur Landing | 1978/ | 61,100,000 | 173,814 | Bed Bath & Beyond |
01/15/04 | North Ranch Pavilions | 1992 | 18,468,000 | 62,812 | Bank of America |
01/20/04 | Metro Square Center | 1999 | 11,031,000 | 61,817 | Shoppers Food Warehouse |
01/21/04 | La Plaza Del Norte | 1996/ | 59,100,000 | 320,362 | Best Buy |
02/05/04 | MacArthur Crossing | 1995/ | 23,100,000 | 110,975 | Stein Mart |
02/13/04 | Promenade at Red Cliff | 1999/ | 19,618,000 | 94,936 | Old Navy |
02/13/04 | Newnan Crossing, Phase II | 1997 | 22,362,000 | 153,798 | TJ Maxx |
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Notes to Consolidated Financial Statements
(continued)
December 31, 2003
The mortgage debt and financings obtained subsequent to December 31, 2003, are detailed in the list below.
Date Funded | Mortgage Payable | Annual Interest Rate | Maturity Date | Principal Borrowed |
2/04/04 | La Plaza Del Norte | 4.61% | 03/01/10 | 32,528,000 |
1/30/04 | Larkspur Landing | 4.45% | 02/01/09 | 33,630,000 |
1/28/04 | Shaw's - New Britain (A) | 4.684% | 11/01/33 | 6,450,000 |
1/21/04 | Hickory Ridge | 4.531% | 02/01/09 | 23,650,000 |
1/07/04 | Cor West Plaza | 4.56% | 02/01/09 | 18,150,000 |
1/05/04 | Stony Creek Marketplace | 4.77% | 01/01/11 | 14,162,000 |
- In connection with the financing of Shaw's - New Britain on January 28, 2004, the Park Place mortgage debt was modified to be cross-collateralized with the Shaw's - New Britain mortgage debt. All other terms of the Park Place debt generally remained the same.
(13) Supplemental Financial Information (unaudited)
The following represents the results of operations, for the each quarterly period, during 2003.
2003 | |||||
Dec. 31 | Sept. 30 | June 30 | March 31 | ||
Total income | $ | 782,281 | - | - | - |
Net loss | (123,235) | (32,794) | (9,750) | (7,500) | |
Net loss, per common share, basic and diluted: | (.01) | (1.64) | (.49) | (.38) | |
Weighted average number of common shares outstanding, basic and diluted | 8,319,975 | 20,000 | 20,000 | 20,000 |
Inland Western Retail Real Estate Trust, Inc.
(A Maryland Corporation)
Schedule III
Real Estate and Accumulated Depreciation
December 31, 2003
Initial Costs (A) | Gross amount at which carried at end of period | ||||||||
Buildings | Adjustments | Buildings | Accumulated | ||||||||||||||||
And | to | And | Depreciation | Date | Date | ||||||||||||||
Encumbrance | Land | Improvements | Basis | Land | Improvements | Total (C) | (D) | Constructed | Acquired | ||||||||||
Darien Commons | 16,500,000 | 7,000,000 | 22,468,408 | - | 7,000,000 | 22,468,408 | 29,468,408 | 56,280 | 1994 | 12/03 | |||||||||
Eckerd Drug Store - Edmund | - | 975,000 | 2,400,249 | - | 975,000 | 2,400,249 | 3,375,249 | - | 2003 | 12/03 | |||||||||
Eckerd Drug Store - Norman | - | 932,000 | 4,369,730 | - | 932,000 | 4,369,730 | 5,301,730 | - | 2003 | 12/03 | |||||||||
Newnan Crossing | - | 4,542,244 | 12,188,579 | - | 4,542,244 | 12,188,579 | 16,730,823 | 84,217 | 1999 | 12/03 | |||||||||
Park Place | 13,127,000 | 9,096,000 | 13,174,867 | - | 9,096,000 | 13,174,867 | 22,270,867 | - | 2001 | 10/03 | |||||||||
Pavilion at King's Grant | - | 4,300,000 | 2,741,212 | - | 4,300,000 | 2,741,212 | 7,041,212 | - | 2002/2003 | 12/03 | |||||||||
Shaw's Supermarket | - | 2,700,000 | 11,532,191 | - | 2,700,000 | 11,532,191 | 14,232,191 | - | 1995 | 12/03 | |||||||||
Stony Creek Market Place | - | 6,735,000 | 17,564,434 | - | 6,735,000 | 17,564,434 | 24,299,434 | - | 2003 | 12/03 | 85,588,073 | 36,280,244 | 85,447,576 | 121,727,820 | 140,497 | ||||
Total: | $ 29,627,000 | $ 36,280,244 | $ 86,439,670 | - | $ 36,280,244 | $ 86,439,670 | $122,719,914 | $ 140,497 | |||||||||||
INLAND WESTERN RETAIL REAL ESTATE TRUST, INC.
(A Maryland Corporation)
Schedule III (continued)
Real Estate and Accumulated Depreciation
December 31, 2003
Notes:
- The initial cost to the Company represents the original purchase price of the property, including amounts incurred subsequent to acquisition which were contemplated at the time the property was acquired.
- The aggregate cost of real estate owned at December 31, 2003 for Federal income tax purposes was approximately $127,195,000 (unaudited).
- Reconciliation of real estate owned:
- Reconciliation of accumulated depreciation:
Balance at March 5, 2003 (inception) | $ | - |
Purchases of property | 127,195,469 | |
Acquired in-place lease intangibles | (8,805,681) | |
Acquired above market lease intangibles | (1,595,673) | |
Acquired below below market lease intangibles | 5,925,799 | |
Balance at December 31, 2003 | $ | 122,719,914 |
Balance at March 5, 2003 (inception) | $ | - |
Depreciation expense | 140,497 | |
Balance at December 31, 2003 | $ | 140,497 |
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
- Direct Operating Expenses
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 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.