UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: May 13, 2004
(Date of earliest event reported)
Inland Western Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in the charter)
Maryland | 333-103799 | 42-1579325 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Northpointe Plaza, Spokane, Washington
On May 28, 2004, we purchased an existing shopping center known as Northpointe Plaza, containing 378,890 gross leasable square feet. The center is located at 10100 N. Newport Highway in Spokane, Washington.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $56,100,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $148 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Three tenants, Safeway, Best Buy and Gart Sports, each leases more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Safeway | 47,000 | 12 | 7.82 | 11/90 | 10/10 |
Best Buy | 45,000 | 12 | 7.56 | 10/01 | 10/16 |
Gart Sports | 45,658 | 12 | 11.56 | 09/98 | 01/13 |
For federal income tax purposes, the depreciable basis in this property will be approximately $42,100,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Northpointe Plaza was built between 1991 to 1993. As of May 1, 2004, this property was 99% occupied, with a total 374,148 square feet leased to thirty-one tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Radio Shack | 2,764 | 08/05 | 34,550 | 12.50 |
Payless Shoes | 2,992 | 11/05 | 52,659 | 17.60 |
TJ Maxx | 24,894 | 01/06 | 186,705 | 7.50 |
Sally Beauty Supplies | 1,778 | 03/06 | 25,106 | 14.12 |
Corral West | 7,560 | 03/06 | 64,260 | 8.50 |
Great Clips | 1,600 | 05/06 | 27,920 | 17.45 |
Mother Cupboard | 1,600 | 05/06 | 25,600 | 16.00 |
Washington Mutual | 4,500 | 06/06 | 82,404 | 18.31 |
Fashion Bug | 9,000 | 01/07 | 81,000 | 9.00 |
Pier One Imports | 10,000 | 06/07 | 144,600 | 14.46 |
Foxy Nail | 1,840 | 10/07 | 33,180 | 18.03 |
Payday Plus | 1,250 | 06/08 | 26,400 | 21.12 |
Mark Webb | 1,500 | 01/09 | 25,500 | 17.00 |
America's Best | 4,500 | 03/09 | 72,000 | 16.00 |
Hollywood Video | 7,500 | 08/09 | 141,450 | 18.86 |
Bath & Body Works | 2,363 | 01/10 | 42,888 | 18.15 |
Safeway | 47,000 | 10/10 | 367,386 | 7.82 |
Safeway Gas Bar | 5,032 | 01/11 | 98,000 | 19.48 |
Marks Hallmark | 5,026 | 01/11 | 75,390 | 15.00 |
Mail Boxes, Etc. | 1,600 | 07/11 | 26,400 | 16.50 |
Red Robin Restaurant | 6,469 | 11/11 | 87,808 | 13.57 |
Taco Bell | 3,000 | 05/12 | 54,996 | 18.33 |
Gart Sports | 45,658 | 01/13 | 527,592 | 11.56 |
Country Buffet | 10,172 | 01/13 | 140,373 | 13.80 |
Azteca Restaurant | 5,275 | 04/13 | 87,860 | 16.66 |
Staples | 25,540 | 07/13 | 305,793 | 11.97 |
PetSmart | 26,175 | 08/13 | 376,396 | 14.38 |
Linens 'N Things | 36,554 | 09/15 | 448,517 | 12.27 |
Best Buy | 45,000 | 10/16 | 340,000 | 7.56 |
Borders | 22,631 | 01/18 | 178,785 | 7.90 |
Applebees | 5,000 | 04/27 | 66,999 | 13.40 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Watauga Pavilion, Watauga, Texas
On May 21, 2004, we purchased a newly constructed shopping center known as Watauga Pavilion, containing 205,740 gross leasable square feet. The center is located at 7600-7620 Denton Highway in Watauga, Texas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $35,700,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $173 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Two tenants, Oshman's and Bed, Bath & Beyond, each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Oshman's Sporting Goods | 33,000 | 16 | 10.50 | 03/04 | 01/14 |
Bed, Bath & Beyond | 24,573 | 12 | 7.50 | 12/03 | 11/13 |
For federal income tax purposes, the depreciable basis in this property will be approximately $26,800,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Watauga Pavilion was built during 2003 to 2004. As of May 1, 2004, this property was 63% occupied, with a total 130,484 square feet leased to eleven tenants and an additional 62,228 square feet leased to three tenants with lease commencement dates between April and May 2004. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Cool Cuts 4 Kids | 1,212 | 10/08 | 25,452 | 21.00 |
Beauty Brands | 6,300 | 12/08 | 138,600 | 22.00 |
Mattress Giant | 5,000 | 12/08 | 110,000 | 22.00 |
Sprint | 2,738 | 12/08 | 60,236 | 22.00 |
EB Games | 1,500 | 12/08 | 34,500 | 23.00 |
Pier One Imports | 9,359 | 11/13 | 161,256 | 17.23 |
Bed, Bath & Beyond | 24,573 | 11/13 | 184,298 | 7.50 |
Oshman's | 33,000 | 01/14 | 346,500 | 10.50 |
Half Price Books | 9,600 | 02/14 | 115,200 | 12.00 |
Cost Plus World Market | 18,120 | 02/14 | 240,090 | 13.25 |
PetSmart | 19,082 | 02/19 | 198,453 | 10.40 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Eastwood Towne Center, Lansing, Michigan
On May 13, 2004, we purchased an existing shopping center known as Eastwood Towne Center, containing 334,454 gross leasable square feet. The center is located at 3003 Preyde Boulevard in Lansing, Michigan.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $85,000,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $254 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Dick's Sporting Goods, leases more than 10% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Dick's Sporting Goods | 45,000 | 13 | 10.00 | 09/02 | 01/18 |
For federal income tax purposes, the depreciable basis in this property will be approximately $63,750,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Eastwood Towne Center was built in 2002. As of May 1, 2004, this property was 95% occupied, with a total 319,082 square feet leased to sixty tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
State Employee Credit Union | 2,120 | 09/07 | 74,200 | 35.00 |
Panchero's | 2,409 | 09/07 | 52,998 | 22.00 |
Claire's | 1,200 | 09/07 | 38,400 | 32.00 |
Sprint PCS | 1,089 | 09/07 | 43,560 | 40.00 |
Fabiano's Candies | 1,090 | 09/07 | 27,250 | 25.00 |
Electronics Boutique | 1,148 | 01/08 | 45,920 | 40.00 |
Hallmark | 4,500 | 02/08 | 94,500 | 21.00 |
Star Image Photography | 825 | 07/08 | 28,875 | 35.00 |
See Candies | 1,200 | 09/09 | 42,000 | 35.00 |
Banana Republic | 7,000 | 09/10 | 105,000 | 15.00 |
The Gap (storage) | 300 | 09/10 | 4,500 | 15.00 |
Maggie Moo's | 1,105 | 10/10 | 44,200 | 40.00 |
Beauty First | 3,388 | 10/10 | 84,700 | 25.00 |
Old Thyme Herbs | 1,000 | 09/12 | 38,000 | 38.00 |
Mall Office | 1,000 | 09/12 | 20,000 | 20.00 |
The Gap | 7,526 | 09/12 | 120,416 | 16.00 |
Pier 1 Imports | 9,992 | 09/12 | 199,840 | 20.00 |
White House Black Market | 1,850 | 09/12 | 61,050 | 33.00 |
Ritz Camera | 1,500 | 09/12 | 37,500 | 25.00 |
Police Sub-Station | 1,220 | 09/12 | N/A | N/A |
Johnny Rockets | 2,592 | 09/12 | 85,536 | 33.00 |
Oneida | 4,000 | 09/12 | 90,000 | 22.50 |
Claddagh Pub | 7,212 | 09/12 | 137,701 | 19.09 |
Forever 21 | 6,838 | 09/12 | 143,598 | 21.00 |
Casual Corner | 6,019 | 09/12 | 150,475 | 25.00 |
Treehouse | 4,716 | 10/12 | 113,184 | 24.00 |
Mitchell's Fish Market | 7,264 | 11/12 | 183,416 | 25.25 |
Coldwater Creek | 6,000 | 11/12 | 150,000 | 25.00 |
J. Crew | 6,000 | 01/13 | 144,000 | 24.00 |
Guess | 5,000 | 01/13 | 125,000 | 25.00 |
Express | 8,000 | 01/13 | 192,000 | 24.00 |
Victoria's Secret | 6,500 | 01/13 | 156,000 | 24.00 |
DSW Shoe Warehouse | 25,000 | 01/13 | 300,000 | 12.00 |
Jos A. Banks | 4,500 | 01/13 | 121,500 | 27.00 |
American Eagle | 5,400 | 01/13 | 129,600 | 24.00 |
Ann Taylor Loft | 5,280 | 01/13 | 132,000 | 25.00 |
Bath & Body | 3,360 | 01/13 | 80,640 | 24.00 |
Yankee Candle | 2,500 | 01/13 | 75,000 | 30.00 |
Subway | 1,729 | 01/13 | 56,192 | 32.50 |
Children's Place | 4,526 | 01/13 | 117,676 | 26.00 |
Aeropostal | 3,970 | 01/13 | 86,400 | 21.76 |
Starbuck's | 1,440 | 02/13 | 50,400 | 35.00 |
Lane Bryant | 5,390 | 02/13 | 140,140 | 26.00 |
McAlister's Deli | 3,311 | 02/13 | 79,464 | 24.00 |
Christopher & Banks | 3,000 | 03/13 | 105,000 | 35.00 |
April Cornell | 2,250 | 04/13 | 76,500 | 34.00 |
Venetian Nails | 1,376 | 04/13 | 48,160 | 35.00 |
Mother's Work | 2,685 | 06/13 | 93,975 | 35.00 |
Limited Too | 3,980 | 09/13 | 91,540 | 23.00 |
Capitol Fur | 1,157 | 10/13 | 30,082 | 26.00 |
Hampton Jewelers | 2,163 | 10/13 | 43,260 | 20.00 |
Smoky Bones | 7,000 | 10/13 | 110,000 | 15.71 |
Talbots | 4,800 | 01/14 | 112,800 | 23.50 |
Wlliams Sonoma | 5,500 | 09/14 | 121,000 | 22.00 |
Pottery Barn | 10,500 | 09/14 | 231,000 | 22.00 |
Brio/Bravo | 7,134 | 09/17 | 190,000 | 26.63 |
Dick's Sporting Goods | 45,000 | 01/18 | 450,000 | 10.00 |
Borders (Schuler Books) | 24,418 | 01/18 | 439,524 | 18.00 |
CoAmerica | 3,310 | 10/18 | 125,000 | 37.76 |
Max & Erma's | 6,800 | 09/19 | 202,000 | 29.71 |
PF Changs (ground lease) | - | 11/12 | 60,000 | N/A |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Item 7. Financial Statements and Exhibits
- Financial Statements
To be subsequently filed.
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/ Lori J. Foust
Name: Lori J. Foust
Title: Principal Accounting Officer
Date: June 8, 2004