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: April 8, 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 April 8, 2004, with regard to the acquisitions of Best on the Boulevard and Paradise Valley Marketplace, 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 |
Pro Forma Consolidated Balance Sheet (unaudited) at March 31, 2004 | F- 1 |
Notes to Pro Forma Consolidated Balance Sheet (unaudited) at March 31, 2004 | F- 3 |
Pro Forma Consolidated Statement of Operations (unaudited) for the three months ended | F- 5 |
Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the three months ended March 31, 2004 | F- 7 |
Pro Forma Consolidated Statement of Operations (unaudited) for the year ended | F- 9 |
Notes to Pro Forma Consolidated Statement of Operations (unaudited) for the year ended December 31, 2003 | F-11 |
Paradise Valley Marketplace: | |
Report of Independent Registered Public Accounting Firm | F-15 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-16 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-17 |
Best on the Boulevard: | |
Report of Independent Registered Public Accounting Firm | F-19 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-20 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-21 |
Bluebonnet Parc: | |
Report of Independent Registered Public Accounting Firm | F-23 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-24 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-25 |
North Rivers Town Center: | |
Report of Independent Registered Public Accounting Firm | F-27 |
Historical Summary of Gross Income and Direct Operating Expenses for the period of October 1, 2003 (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited) | F-28 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period of October 1, 2003 (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited) | F-29 |
Arvada Marketplace and Connection: | |
Report of Independent Registered Public Accounting Firm | F-31 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-32 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-33 |
Eastwood Towne Center: | |
Report of Independent Registered Public Accounting Firm | F-35 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-36 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-37 |
Watauga Pavilion: | |
Report of Independent Registered Public Accounting Firm | F-39 |
Historical Summary of Gross Income and Direct Operating Expenses for the period of August 15, 2003 (commencement of operations) to December 31, 2003 and the three months ended March 31, 2004 (unaudited) | F-40 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the period of August 15, 2003 (commencement of operations to December 31, 2003 and the three months ended March 31, 2004 (unaudited) | F-41 |
Northpointe Plaza: | |
Report of Independent Registered Public Accounting Firm | F-43 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-44 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-45 |
Plaza Santa Fe II: | |
Report of Independent Registered Public Accounting Firm | F-47 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-48 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-49 |
Pine Ridge Plaza: | |
Report of Independent Registered Public Accounting Firm | F-51 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-52 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-53 |
Huebner Oaks Center: | |
Report of Independent Registered Public Accounting Firm | F-55 |
Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-56 |
Notes to Historical Summary of Gross Income and Direct Operating Expenses for the year ended | F-57 |
Alison's Corner: | |
Historical Summary of Gross Income and Direct Operating Expenses for the period of September 1, 2003 (commencement of operations) through December 31, 2003 and the three months ended March 31, 2004 (unaudited) | F-59 |
Notes to the Historical Summary of Gross Income and Direct Operating Expenses for the | F-60 |
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 16, 2004
Inland Western Retail Real Estate Trust, Inc.
Pro Forma Consolidated Balance Sheet
March 31, 2004
(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 March 31, 2004.
This unaudited Pro Forma Consolidated Balance Sheet is not necessarily indicative of what the actual financial position would have been at March 31, 2004, 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 June 14, 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 June 14, 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
March 31, 2004
(unaudited)
Historical | Pro Forma | |||
(A) | Adjustments | Pro Forma | ||
Assets | ||||
Net investment properties (B) | $ | 470,809,867 | 461,294,000 | 932,103,867 |
Acquired intangibles (B) (D) | 47,923,162 | 26,494,000 | 74,417,162 | |
Cash and cash equivalents | 195,670,934 | (40,000,000) | 155,670,934 | |
Restricted cash | 2,340,112 | - | 2,340,112 | |
Accounts and rents receivable | 2,436,198 | - | 2,436,198 | |
Due from affiliates | 2,011,620 | - | 2,011,620 | |
Other assets | 6,366,548 | - | 6,366,548 | |
Loan fees | 2,055,614 | - | 2,055,614 | |
Total assets | $ | 729,614,055 | 447,788,000 | 1,177,402,055 |
Liabilities and Stockholders' Equity | ||||
Accounts payable | 418,729 | - | 418,729 | |
Accrued offering costs to affiliates | 3,469,451 | - | 3,469,451 | |
Tenant improvement payable | 1,982,504 | - | 1,982,504 | |
Accrued interest payable | 526,315 | - | 526,315 | |
Accrued real estate taxes | 2,243,406 | - | 2,243,406 | |
Distributions payable | 2,530,855 | - | 2,530,855 | |
Mortgage payable (B) (E) | 210,394,891 | 206,281,500 | 416,676,391 | |
Line of credit | 70,000,000 | - | 70,000,000 | |
Acquired intangibles (B) (D) | 11,045,204 | 3,641,000 | 14,686,204 | |
Advances from sponsor | 2,369,139 | - | 2,369,139 | |
Security deposits | 703,670 | - | 703,670 | |
Prepaid rental and recovery income | 622,627 | - | 622,627 | |
Restricted cash liability | 2,340,112 | - | 2,340,112 | |
Total liabilities | 308,646,903 | 209,922,500 | 518,569,403 | |
Common stock (C) | 48,231 | 27,030 | 75,261 | |
Additional paid-in capital (net of offering costs) (C) | 427,971,650 | 237,838,470 | 665,810,120 | |
Accumulated distributions in excess of net income (loss) | (7,052,729) | - | (7,052,729) | |
Total stockholders' equity | 420,967,152 | 237,865,500 | 658,832,652 | |
Total liabilities and stockholders' equity | $ | 729,614,055 | 447,788,000 | 1,177,402,055 |
See accompanying notes to pro forma consolidated balance sheet.
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
March 31, 2004
(unaudited)
- The historical column represents our Consolidated Balance Sheet as of March 31, 2004 as filed with the Securities Exchange Commission on Form 10-Q. As of March 31, 2004, the Company had sold 47,973,346 shares to the public and 237,469 shares were issued pursuant to the Company's distribution reinvestment program. As a result, the Company received $481,947,540 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, either assumed as part of the acquisition or subsequent to acquisition. No pro forma adjustment has been made for prorations or other closing costs as the amounts are not significant:
Acquisition | Mortgage | ||
Price | Payable | ||
Paradise Valley Marketplace | $ | 28,510,000 | 15,680,500 |
Best on the Boulevard | 35,500,000 | 19,525,000 | |
Bluebonnet Parc | 22,000,000 | 12,100,000 | |
North Rivers Town Center | 20,100,000 | 11,050,000 | |
Alison's Corner | 7,042,000 | 3,850,000 | |
Arvada Marketplace and Arvada Connection | 51,550,000 | - | |
Eastwood Towne Center | 85,000,000 | - | |
Watauga Pavilion | 35,668,000 | 19,617,000 | |
Northpointe Plaza | 48,500,000 | 30,850,000 | |
Plaza Santa Fe II | 30,970,000 | 17,600,000 | |
Eckerds - Greer | 3,069,000 | - | |
Eckerds - Kill Devil Hills | 3,650,000 | - | |
Eckerds - Columbia | 3,260,000 | - | |
Eckerds - Crossville | 2,625,000 | - | |
Pine Ridge Plaza | 26,982,000 | - | |
Huebner Oaks Center | 79,721,000 | - | |
Total | $ | 484,147,000 | 130,272,500 |
Allocation of net investments in properties:
Land | $ | 98,259,250 | |
Building and improvements | 363,034,750 | ||
Acquired in-place lease intangibles | 21,850,000 | ||
Acquired above market lease intangibles | 4,644,000 | ||
Acquired below market lease intangibles | (3,641,000) | ||
Total | $ | 484,147,000 |
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Balance Sheet
March 31, 2004
(unaudited)
- Additional offering proceeds of $270,300,000, net of additional offering costs of $32,434,432 are reflected as received as of March 31, 2004, 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 June 14, 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 $206,281,500, reflected as funded as of March 31, 2004, includes $130,272,500 of mortgages payable obtained subsequent to the acquisition of the properties described in (B) and $76,009,000 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.
Pro Forma Consolidated Statement of Operations
For the three months ended March 31, 2004
(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 June 14, 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 June 14, 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 the Eckerds - Greer, Eckerds - Kill Devil Hills, Eckerds - Columbia or the Eckerds - Crossville, as the properties were completed in 2004 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 quarter ended March 31, 2004, 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 three months ended March 31, 2004 (unaudited)
Pro Forma | ||||
Historical | Adjustments | |||
(A) | (B) | Pro Forma | ||
Rental income | $ | 7,553,005 | 11,483,771 | 19,036,776 |
Additional rent | 1,754,338 | 2,703,986 | 4,458,324 | |
Interest income | 209,607 | - | 209,607 | |
Total income | 9,516,950 | 14,187,757 | 23,704,707 | |
General and administrative expenses | 793,367 | - | 793,367 | |
Advisor asset management fee (D) | - | - | - | |
Property operating expenses | 1,607,457 | 3,412,272 | 5,019,729 | |
Management fee (G) | 413,415 | 634,203 | 1,047,618 | |
Interest expense (I) | 2,558,593 | 2,335,895 | 4,894,488 | |
Depreciation (E) | 2,599,306 | 3,747,792 | 6,347,098 | |
Amortization (H) | 1,093,580 | 789,467 | 1,883,047 | |
Acquisition costs | 415,464 | - | 415,464 | |
Total expenses | 9,481,182 | 10,919,629 | 20,400,811 | |
Net income (loss) | $ | 35,768 | 3,268,128 | 3,303,896 |
Weighted average number of shares of common stock outstanding, | 32,314,792 | 75,261,000 | ||
Net income (loss) per share, basic and diluted (F) | - | .04 | ||
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 three months ended March 31, 2004
(unaudited)
- The historical information represents the historical statement of operations of the Company for the period from January 1, 2004 to March 31, 2004 as filed with the Securities Exchange Commission on Form 10-Q.
- Total pro forma adjustments for acquisitions consummated as of June 14, 2004 are as though the properties were acquired January 1, 2003. No adjustment was made for Eckerds - Greer, Eckerds - Kill Devil Hills, Eckerds - Columbia, and Eckerds - Crossville as the properties were completed in 2004 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 | $ | 11,499,869 | (16,098) | 11,483,771 |
Additional rental income | 2,703,986 | - | 2,703,986 | |
Total income | 14,206,855 | (16,098) | 14,187,757 | |
Advisor asset management fee | - | - | - | |
Property operating expenses | 3,412,272 | - | 3,412,272 | |
Management fees | - | 634,203 | 634,203 | |
Interest expense | - | 2,335,895 | 2,335,895 | |
Depreciation | - | 3,747,792 | 3,747,792 | |
Amortization | - | 789,467 | 789,467 | |
Total expenses | 3,412,272 | 7,507,357 | 10,919,629 | |
Net income (loss) | $ | 10,791,583 | (7,523,455) | 3,268,128 |
- Unaudited combined gross income and direct operating expenses based on information provided by the Seller for the following properties:
Newnan Crossing II, 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, Heritage Towne Crossing, Paradise Valley Marketplace, Best on the Boulevard, Bluebonnet Parc, North Rivers Town Center, Alison's Corner, Arvada Connection and Arvada Marketplace, Eastwood Town Center, Watauga Pavilion, Northpointe Plaza, Plaza Santa Fe II, Pine Ridge Plaza and Huebner Oaks Center.
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the three months ended March 31, 2004
(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 three months ended March 31, 2004 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 | |
CorWest Plaza | $ | 18,150,000 | 4.560 | 02/09 |
Stony Creek | 14,162,000 | 4.770 | 01/11 | |
Hickory Ridge | 23,650,000 | 4.531 | 02/09 | |
Shaw's Supermarket (New Britain) | 6,450,000 | 4.684 | 11/28 | |
Larkspur Landing | 33,630,000 | 4.450 | 02/09 | |
La Plaza del Norte | 32,528,000 | 4.610 | 03/10 | |
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 | |
Metro Square Center | 6,067,000 | 4.280 | 04/09 | |
MacArthur Crossing | 12,700,000 | 4.290 | 05/09 | |
Pavilion at Kings Grant | 5,342,000 | 4.390 | 05/09 | |
Promenade at Red Cliff | 10,590,000 | 4.290 | 05/09 | |
Dorman Center | 27,610,000 | 4.180 | 05/09 | |
Heritage Towne Crossing | 8,950,000 | 4.374 | 06/09 | |
Eckerds - Edmond | 1,850,000 | 4.374 | 06/09 | |
Eckerds - Norman | 2,900,000 | 4.374 | 06/09 | |
Best on the Boulevard | 19,525,000 | 3.990 | 05/09 | |
Bluebonnet Parc | 12,100,000 | 4.372 | 05/09 | |
Alison's Corner | 3,850,000 | 4.272 | 06/10 | |
North Rivers Town Center | 11,050,000 | 4.760 | 05/09 | |
Paradise Valley Marketplace | 15,680,500 | 4.550 | 05/09 | |
Watauga Pavilion | 19,617,000 | 4.140 | 06/10 | |
Northpointe Plaza | 30,850,000 | 4.272 | 05/09 | |
Plaza Santa Fe II | 17,600,000 | 6.20 | 12/12 |
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 June 14, 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 June 14, 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 the Eckerds-Edmond and the Eckerds-Norman as the properties were completed in 2003 and there were no significant operations prior to our acquisition. No pro forma adjustments were made for the Eckerds-Greer, Eckerds-Kill Devil Hills, Eckerds-Columbia or the Eckerds-Crossville, as the properties were completed in 2004 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 | 57,979,674 | 4,687,314 | 63,273,633 |
Additional rent | 137,988 | 12,837,429 | 1,505,480 | 14,480,897 | |
Interest income | 37,648 | - | - | 37,648 | |
Total income | 782,281 | 70,817,103 | 6,192,794 | 77,792,178 | |
General and administrative expenses | 315,263 | - | - | 315,263 | |
Advisor asset management fee (D) | - | - | - | - | |
Property operating expenses | 126,617 | 16,900,341 | 1,680,811 | 18,707,769 | |
Management fee (G) | 16,627 | 3,176,932 | 298,802 | 3,492,361 | |
Interest expense (I) | 135,735 | 13,802,462 | 2,268,560 | 16,206,757 | |
Depreciation (E) | 140,497 | 19,680,339 | 1,864,172 | 21,685,008 | |
Amortization (H) | 81,558 | 4,660,336 | 754,290 | 5,496,184 | |
Acquisition costs | 139,263 | - | - | 139,263 | |
Total expenses | 955,560 | 56,220,410 | 6,866,635 | 66,042,605 | |
Net income (loss) | $ | (173,279) | 12,596,693 | (673,841) | 11,749,573 |
Weighted average number of shares of common stock outstanding, | 2,520,986 | 75,261,000 | |||
Net income (loss) per share, basic and diluted (F) | (.07) | .16 | |||
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 June 14, 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 | $ | 57,572,398 | 407,276 | 57,979,674 |
Additional rental income | 12,837,429 | - | 12,837,429 | |
Total income | 70,409,827 | 407,276 | 70,817,103 | |
Advisor asset management fee | - | - | - | |
Property operating expenses | 16,900,341 | - | 16,900,341 | |
Management fees | - | 3,176,932 | 3,176,932 | |
Interest expense | - | 13,802,462 | 13,802,462 | |
Depreciation | - | 19,680,339 | 19,680,339 | |
Amortization | - | 4,660,336 | 4,660,336 | |
Total expenses | 16,900,341 | 41,320,069 | 58,220,410 | |
Net income (loss) | $ | 53,509,486 | (40,912,793) | 12,596,693 |
- 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, Heritage Towne Crossing, Paradise Valley Marketplace, Best on the Boulevard, Bluebonnet Parc, North Rivers Town Center, Arvada Connection and Arvada Marketplace, Eastwood Town Center, Watauga Pavilion, Northpointe Plaza, Plaza Santa Fe II, Pine Ridge Plaza and Huebner Oaks Center.
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 June 14, 2004 are as though the properties were acquired January 1, 2003. No pro forma adjustments were made for the Eckerds - Edmond and the Eckerds - Norman as the properties were completed in 2003 and there were no significant operations prior to our acquisition. No pro forma adjustments were made for the Eckerds - Greer, Eckerds - Kill Devil Hills, Eckerds - Columbia or the Eckerds - Crossville, as the properties were completed in 2004 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 | $ | 5,135,233 | (447,919) | 4,687,314 |
Additional rental income | 1,505,480 | - | 1,505,480 | |
Total income | 6,640,713 | (447,919) | 6,192,794 | |
Advisor asset management fee | - | - | - | |
Property operating expenses | 1,680,811 | - | 1,680,811 | |
Management fees | - | 298,802 | 298,802 | |
Interest expense | - | 2,268,560 | 2,268,560 | |
Depreciation | - | 1,864,172 | 1,864,172 | |
Amortization | - | 754,290 | 754,290 | |
Total expenses | 1,680,811 | 5,185,824 | 6,866,635 | |
Net income (loss) | $ | 4,959,902 | (5,633,743) | (673,841) |
- 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), and Alison's Corner
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 | |
Metro Square Center | 6,067,000 | 4.280 | 04/09 | |
MacArthur Crossing | 12,700,000 | 4.290 | 05/09 | |
Pavilion at Kings Grant | 5,342,000 | 4.390 | 05/09 | |
Promenade at Red Cliff | 10,590,000 | 4.290 | 05/09 | |
Dorman Center | 27,610,000 | 4.180 | 05/09 | |
Heritage Towne Crossing | 8,950,000 | 4.374 | 06/09 | |
Eckerds - Edmond | 1,850,000 | 4.374 | 06/09 | |
Eckerds - Norman | 2,900,000 | 4.374 | 06/09 | |
Best on the Boulevard | 19,525,000 | 3.990 | 05/09 |
Inland Western Retail Real Estate Trust, Inc.
Notes to Pro Forma Consolidated Statement of Operations
For the year ended December 31, 2003
(unaudited)
Principal | Interest | Maturity | ||
Property | Balance | Rate (%) | Date | |
Bluebonnet Parc | 12,100,000 | 4.372 | 05/09 | |
Alison's Corner | 3,850,000 | 4.272 | 06/10 | |
North Rivers Town Center | 11,050,000 | 4.760 | 05/09 | |
Paradise Valley Marketplace | 15,681,000 | 4.550 | 05/09 | |
Watauga Pavilion | 19,617,000 | 4.140 | 06/10 | |
Northpointe Plaza | 30,850,000 | 4.272 | 05/09 | |
Plaza Santa Fe II | 17,600,000 | 6.200 | 12/12 |
Report of Independent Registered Public Accounting Firm
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 Paradise Valley Marketplace ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Paradise Valley Marketplace for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
May 21, 2004
Paradise Valley Marketplace
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
Gross income: | (unaudited) | ||
Base rental income | $ | 449,832 | 1,486,785 |
Operating expense and real estate tax recoveries | 54,799 | 219,877 | |
Total gross income | 504,631 | 1,706,662 | |
Direct operating expenses: | |||
Operating expenses | 26,470 | 130,116 | |
Real estate taxes | 47,629 | 181,118 | |
Insurance | 7,942 | 30,256 | |
Total direct operating expenses | 82,041 | 341,490 | |
Excess of gross income over direct operating expenses | $ | 422,590 | 1,365,172 |
See accompanying notes to historical summary of gross income and direct operating expense.
Paradise Valley Marketplace
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Paradise Valley Marketplace (the Property) is located in Phoenix, Arizona. The Property consists of approximately 138,627 square feet of gross leasable area and was 81% occupied at December 31, 2003. The Property is leased to two tenants that account for approximately 41% of base rental revenue for the year ended December 31, 2003. On April 8, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 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 increased base rental income by $46,680 for the year ended December 31, 2003.
Paradise Valley Marketplace
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
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 | $ | 1,847,829 | |
2005 | 1,860,272 | ||
2006 | 1,852,512 | ||
2007 | 1,596,997 | ||
2008 | 1,368,899 | ||
Thereafter | 10,350,861 | ||
$ | 18,877,370 |
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.
Report of Independent Registered Public Accounting Firm
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 Best on the Boulevard ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Best on the Boulevard for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 14, 2004
Best on the Boulevard
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 777,350 | 2,946,442 |
Operating expense and real estate tax recoveries | 48,915 | 196,720 | |
Total gross income | 826,265 | 3,143,162 | |
Direct operating expenses: | |||
Operating expenses | 67,731 | 197,234 | |
Real estate taxes | 20,288 | 77,799 | |
Insurance | 10,133 | 56,336 | |
Total direct operating expenses | 98,152 | 331,369 | |
Excess of gross income over direct operating expenses | $ | 728,113 | 2,811,793 |
See accompanying notes to historical summary of gross income and direct operating expense.
Best on the Boulevard
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Best on the Boulevard (the Property) is located in Las Vegas, Nevada. The Property consists of approximately 204,000 square feet of gross leasable area and was 98% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 70% of base rental revenue for the year ended December 31, 2003. On April 14, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 $152,725 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 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 increased base rental income by $21,111 for the year ended December 31, 2003.
Gross income excludes lease buy-out income as such amounts are not comparable to the proposed future operations of the property.
Best on the Boulevard
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from one to eleven years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 2,777,000 | |
2005 | 2,615,000 | ||
2006 | 2,657,000 | ||
2007 | 2,705,000 | ||
2008 | 2,732,000 | ||
Thereafter | 10,162,000 | ||
$ | 23,648,000 |
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.
Report of Independent Registered Public Accounting Firm
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 Bluebonnet Parc ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Bluebonnet Parc for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 14, 2004
Bluebonnet Parc
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 405,509 | 1,680,019 |
Operating expense and real estate tax recoveries | 54,952 | 247,837 | |
Total gross income | 460,461 | 1,927,856 | |
Direct operating expenses: | |||
Operating expenses | 28,732 | 102,120 | |
Real estate taxes | 31,210 | 124,838 | |
Insurance | 11,103 | 44,410 | |
Total direct operating expenses | 71,045 | 271,368 | |
Excess of gross income over direct operating expenses | $ | 389,416 | 1,656,488 |
See accompanying notes to historical summary of gross income and direct operating expense.
Bluebonnet Parc
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Bluebonnet Parc (the Property) is located in Baton Rouge, Louisiana. The Property consists of approximately 135,000 square feet of gross leasable area and was approximately 89% occupied at December 31, 2003. The Property is leased to two tenants that account for approximately 58% of base rental revenue for the year ended December 31, 2003. On April 22, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 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 increased base rental income by $58,881 for the year ended December 31, 2003.
Bluebonnet Parc
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
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 | $ | 1,621,138 | |
2005 | 1,621,138 | ||
2006 | 1,621,138 | ||
2007 | 1,632,710 | ||
2008 | 1,671,590 | ||
Thereafter | 9,990,092 | ||
$ | 18,157,806 |
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.
Report of Independent Registered Public Accounting Firm
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 Rivers Town Center ("the Property") for the period of October 1, 2003 (commencement of operations) to 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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Rivers Town Center for the period of October 1, 2003 (commencement of operations) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
May 25, 2004
North Rivers Town Center
Historical Summary of Gross Income and Direct Operating Expenses
For the period of October 1, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004
(unaudited)
For the period of October 1, 2003 | |||
For the three months ended | (commencement of operations) to | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 475,837 | 119,006 |
Operating expense and real estate tax recoveries | 41,591 | 49,926 | |
Total gross income | 517,428 | 168,932 | |
Direct operating expenses: | |||
Operating expenses | 38,133 | 53,201 | |
Real estate taxes | 12,136 | 46,233 | |
Total direct operating expenses | 50,269 | 99,434 | |
Excess of gross income over direct operating expenses | $ | 467,159 | 69,498 |
See accompanying notes to historical summary of gross income and direct operating expense.
North Rivers Town Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period of October 1, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
North Rivers Town Center (the Property) is located in Charleston, South Carolina. The Property consists of approximately 141,167 square feet of gross leasable area and was 53% occupied at December 31, 2003. The Property is leased to six tenants of which three account for approximately 82% of base rental revenue for the year ended December 31, 2003. On April 27, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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.
The Property has one ground lease that is classified as an operating lease with terms extending through January 2014. Total ground lease income was $20,097 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 increased base rental income by $3,583 for the year ended December 31, 2003.
North Rivers Town Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period of October 1, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from three to ten years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,507,058 | |
2005 | 1,635,570 | ||
2006 | 1,647,145 | ||
2007 | 1,627,461 | ||
2008 | 1,616,978 | ||
Thereafter | 7,128,154 | ||
$ | 15,162,366 |
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.
Report of Independent Registered Public Accounting Firm
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 Arvada Marketplace and Connection ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Arvada Marketplace and Connection for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 8, 2004
Arvada Marketplace and Connection
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 864,350 | 3,609,715 |
Contingent rent | - | 152,934 | |
Operating expense and real estate tax recoveries | 271,869 | 1,118,604 | |
Total gross income | 1,136,219 | 4,881,253 | |
Direct operating expenses: | |||
Operating expenses | 123,217 | 513,159 | |
Real estate taxes | 276,372 | 1,105,488 | |
Insurance | 8,660 | 32,699 | |
Total direct operating expenses | 408,249 | 1,651,346 | |
Excess of gross income over direct operating expenses | $ | 727,970 | 3,229,907 |
See accompanying notes to historical summary of gross income and direct operating expense.
Arvada Marketplace and Connection
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Arvada Marketplace and Connection ("the Property) is located in Arvada, Colorado. The Property consists of approximately 528,000 square feet of gross leasable area and was approximately 67% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 53% of base rental revenue for the year ended December 31, 2003. On April 29, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 $152,934 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 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 increased base rental income by $482 for the year ended December 31, 2003.
Arvada Marketplace and Connection
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
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 | $ | 3,451,409 | |
2005 | 3,315,310 | ||
2006 | 3,049,468 | ||
2007 | 2,882,800 | ||
2008 | 2,210,180 | ||
Thereafter | 5,724,575 | ||
$ | 20,633,742 |
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.
Report of Independent Registered Public Accounting Firm
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 Eastwood Town Center ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Eastwood Town Center for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 8, 2004
Eastwood Town Center
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 1,652,801 | 6,251,312 |
Contingent rent | - | 10,123 | |
Operating expense and real estate tax recoveries | 281,464 | 1,309,884 | |
Total gross income | 1,934,265 | 7,571,319 | |
Direct operating expenses: | |||
Operating expenses | 286,259 | 1,214,244 | |
Real estate taxes | 58,697 | 234,786 | |
Insurance | 40,338 | 161,355 | |
Total direct operating expenses | 385,294 | 1,610,385 | |
Excess of gross income over direct operating expenses | $ | 1,548,971 | 5,960,934 |
See accompanying notes to historical summary of gross income and direct operating expense.
Eastwood Town Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Eastwood Town Center (the Property) is located in Lansing, Michigan. The Property consists of approximately 334,500 square feet of gross leasable area and was approximately 98% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 19% of base rental revenue for the year ended December 31, 2003. On May 13, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 $10,123 was earned during the year ended December 31, 2003.
In addition, rental income includes $135,059 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.
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 increased base rental income by $236,890 for the year ended December 31, 2003.
Eastwood Town Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from five to fifteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 6,347,034 | |
2005 | 6,364,074 | ||
2006 | 6,389,942 | ||
2007 | 6,409,218 | ||
2008 | 6,354,825 | ||
Thereafter | 31,443,155 | ||
$ | 63,308,248 |
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.
Report of Independent Registered Public Accounting Firm
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 Watauga Pavilion ("the Property") for the period of August 15, 2003 (commencement of operations) to 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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Watauga Pavilion for the period of August 15, 2003 (commencement of operations) to December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
May 28, 2004
Watauga Pavilion
Historical Summary of Gross Income and Direct Operating Expenses
For the period of August 15, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004
(unaudited)
For the | For the period from | ||
three months ended | August 15, 2003 to | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 547,045 | 198,325 |
Operating expense and real estate tax recoveries | 122,473 | 7,110 | |
Total gross income | 669,518 | 205,435 | |
Direct operating expenses: | |||
Operating expenses | 28,568 | 9,288 | |
Real estate taxes | 129,422 | 8,692 | |
Insurance | 9,446 | 9,446 | |
Total direct operating expenses | 167,436 | 27,426 | |
Excess of gross income over direct operating expenses | $ | 502,082 | 178,009 |
See accompanying notes to historical summary of gross income and direct operating expense.
Watauga Pavilion
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period August 15, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Watauga Pavilion (the Property) is located in Watauga, Texas. The Property consists of approximately 205,575 square feet of gross leasable area and was 93% leased and 43% occupied at December 31, 2003. The Property is leased to three tenants that account for approximately 49% of base rental revenue for the period of August 15, 2003 (commencement of operations) to December 31, 2003. On May 21, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired the Property.
Watauga Pavilion was under construction during 2003 and commenced operations August 15, 2003, with a portion of the Property's gross leasable area (representing approximately 88,300 square feet) complete as of December 31, 2003. The remaining portion of the Property's gross leasable area (representing the remaining approximately 117,275 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. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 period from August 15, 2003 (commencement of operations) to 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 increased base rental income by $157,979 for the period from August 15, 2003 (commencement of operations) to December 31, 2003.
Watauga Pavilion
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the period August 15, 2003 (commencement of operations) to December 31, 2003
and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from five to fifteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 1,778,694 | |
2005 | 2,311,353 | ||
2006 | 2,311,555 | ||
2007 | 2,312,565 | ||
2008 | 2,308,121 | ||
Thereafter | 12,657,110 | ||
$ | 23,679,398 |
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.
Report of Independent Registered Public Accounting Firm
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 Northpointe Plaza ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Northpointe Plaza for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 7, 2004
Northpointe Plaza
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 1,019,796 | 4,258,776 |
- | 554,354 | ||
Operating expense and real estate tax recoveries | 315,392 | 1,119,324 | |
Total gross income | 1,335,188 | 5,932,454 | |
Direct operating expenses: | |||
Operating expenses | 159,522 | 481,111 | |
Real estate taxes | 165,847 | 663,388 | |
Insurance | 22,687 | 90,748 | |
Total direct operating expenses | 348,056 | 1,235,247 | |
Excess of gross income over direct operating expenses | $ | 987,132 | 4,697,207 |
See accompanying notes to historical summary of gross income and direct operating expense.
Northpointe Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Northpointe Plaza (the Property) is located in Spokane, Washington. The Property consists of approximately 484,000 square feet of gross leasable area and was approximately 99.8% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 53% of base rental revenue for the year ended December 31, 2003. On May 28, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 $554,354 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 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 increased base rental income by $62,126 for the year ended December 31, 2003.
Gross income excludes lease termination income as such amounts are not comparable to the proposed future operations of the Property.
Northpointe Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from one to fourteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 4,035,578 | |
2005 | 3,915,240 | ||
2006 | 3,581,719 | ||
2007 | 3,388,281 | ||
2008 | 3,338,415 | ||
Thereafter | 18,175,030 | ||
$ | 36,434,263 |
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.
Report of Independent Registered Public Accounting Firm
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 Plaza Santa Fe II ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Plaza Santa Fe II for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
May 25, 2004
Plaza Santa Fe II
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 811,853 | 3,110,836 |
Operating expense and real estate tax recoveries | 104,886 | 504,170 | |
Total gross income | 916,739 | 3,615,006 | |
Direct operating expenses: | |||
Operating expenses | 52,703 | 319,032 | |
Ground rent expense | 107,411 | 429,643 | |
Real estate taxes | 33,162 | 141,555 | |
Insurance | 23,321 | 64,254 | |
Interest | 273,764 | 1,107,262 | |
Total direct operating expenses | 490,361 | 2,061,746 | |
Excess of gross income over direct operating expenses | $ | 426,378 | 1,553,260 |
See accompanying notes to historical summary of gross income and direct operating expense.
Plaza Santa Fe II
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Plaza Santa Fe II (the Property) is located in Santa Fe, New Mexico. The Property consists of approximately 222,400 square feet of gross leasable area and was approximately 98% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 49% of base rental revenue for the year ended December 31, 2003. On June 1, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 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 increased base rental income by $81,729 for the year ended December 31, 2003.
Plaza Santa Fe II
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from three to fifteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 3,161,371 | |
2005 | 3,123,383 | ||
2006 | 3,007,686 | ||
2007 | 2,947,969 | ||
2008 | 2,859,712 | ||
Thereafter | 15,738,974 | ||
$ | 30,839,095 |
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.
The property is subject to a ground lease with annual payments, payable to an unaffiliated third party of $375,000 until November 30, 2010, $431,250 until November 30, 2020 and $495,938 until maturity. The ground lease matures in 2023. Although the ground lease provided for increases in minimum rent payments over the term of the lease, ground lease expense accrues on a straight-line basis. The related adjustment increased ground rent expense by approximately $55,000 for the year ended December 31, 2003.
Minimum rents to be paid to the unaffiliated third party under the ground lease in effect at December 31, 2003 are as follows:
Year | Total | ||
2004 | $ | 375,000 | |
2005 | 375,000 | ||
2006 | 375,000 | ||
2007 | 375,000 | ||
2008 | 375,000 | ||
Thereafter | 8,998,750 | ||
$ | 10,873,750 |
- Interest Expense
Inland Western Retail Real Estate Trust, Inc. assumed a $17,600,000 mortgage loan secured by the Property in connection with the acquisition. The mortgage loan bears a fixed interest rate of 6.2%, payable in monthly installments of principal and interest, and matures on December 1, 2012.
Report of Independent Registered Public Accounting Firm
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 Pine Ridge Plaza ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Pine Ridge Plaza for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 7, 2004
Pine Ridge Plaza
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 360,937 | 1,194,069 |
Operating expense and real estate tax recoveries | 102,740 | 275,432 | |
Total gross income | 463,677 | 1,469,501 | |
Direct operating expenses: | |||
Operating expenses | 40,336 | 158,676 | |
Real estate taxes | 76,980 | 307,918 | |
Insurance | 4,778 | 19,110 | |
Total direct operating expenses | 122,094 | 485,704 | |
Excess of gross income over direct operating expenses | $ | 341,583 | 983,797 |
See accompanying notes to historical summary of gross income and direct operating expense.
Pine Ridge Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Pine Ridge Plaza (the Property) is located in Lawrence, Kansas. The Property consists of approximately 275,800 square feet of gross leasable area and was approximately 75% occupied at December 31, 2003. The Property is leased to three tenants that account for approximately 66% of base rental revenue for the year ended December 31, 2003. On June 7, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 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 increased base rental income by $49,168 for the year ended December 31, 2003.
Gross income excludes condemnation income as such amounts are not comparable to the proposed future operations of the Property.
Pine Ridge Plaza
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
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 | $ | 1,408,301 | |
2005 | 1,414,600 | ||
2006 | 1,330,048 | ||
2007 | 1,167,794 | ||
2008 | 1,061,244 | ||
Thereafter | 6,934,670 | ||
$ | 13,316,657 |
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.
Report of Independent Registered Public Accounting Firm
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 Huebner Oaks Center ("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 the standards of the Public Company Accounting Oversight Board (United States). 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 4 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 Huebner Oaks Center for the year ended December 31, 2003, in conformity with accounting principles generally accepted in the United States of America.
KPMG LLP
Chicago, Illinois
June 7, 2004
Huebner Oaks Center
Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004
(unaudited)
For the | For the year | ||
three months ended | ended | ||
March 31, 2004 | December 31, 2003 | ||
(unaudited) | |||
Gross income: | |||
Base rental income | $ | 1,315,356 | 5,352,653 |
Operating expense and real estate tax recoveries | 467,059 | 1,853,927 | |
Total gross income | 1,782,415 | 7,206,580 | |
Direct operating expenses: | |||
Operating expenses | 175,366 | 689,252 | |
Real estate taxes | 291,585 | 1,112,014 | |
Insurance | 20,174 | 105,825 | |
Total direct operating expenses | 487,125 | 1,907,091 | |
Excess of gross income over direct operating expenses | $ | 1,295,290 | 5,299,489 |
See accompanying notes to historical summary of gross income and direct operating expense.
Huebner Oaks Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
- Business
- Basis of Presentation
- Gross Income
- Direct Operating Expenses
Huebner Oaks Center (the Property) is located in San Antonio, Texas. The Property consists of approximately 287,000 square feet of gross leasable area and was approximately 96% occupied at December 31, 2003. The Property is leased to four tenants that account for approximately 24% of base rental revenue for the year ended December 31, 2003. On June 8, 2004, Inland Western Retail Real Estate Trust, Inc. ("IWRRETI") acquired 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 Post-Effective Amendment No. 4 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.
All adjustments necessary for a fair presentation have been made to the accompanying unaudited amounts for the three months ended March 31, 2004.
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 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 $474,883 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 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 increased base rental income by $48,392 for the year ended December 31, 2003.
Huebner Oaks Center
Notes to Historical Summary of Gross Income and Direct Operating Expenses
For the year ended December 31, 2003 and the three months ended March 31, 2004 (unaudited)
Minimum rents to be received from tenants under operating leases which terms range from one to fourteen years, in effect at December 31, 2003, are as follows:
Year | Total | ||
2004 | $ | 4,912,549 | |
2005 | 4,836,548 | ||
2006 | 4,592,763 | ||
2007 | 4,002,328 | ||
2008 | 2,629,263 | ||
Thereafter | 5,218,634 | ||
$ | 26,192,085 |
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.
Alison's Corner
Historical Summary of Gross Income and Direct Operating Expenses
For the period of September 1, 2003 (commencement of operations) through December 31, 2003
and the three months ended March 31, 2004 (unaudited)
For the three | For the period from | ||
months ended | September 1, 2003 to | ||
March 31, 2004 | December 31, 2003 | ||
Gross income: | (unaudited) | ||
Base rental income | $ | 136,633 | 167,495 |
Operating expense and real estate tax recoveries | 28,848 | 25,293 | |
Total gross income | 165,481 | 192,788 | |
Direct operating expenses: | |||
Property operating expenses | 4,789 | 15,198 | |
Total direct operating expenses | 4,789 | 15,198 | |
Excess of gross income over direct operating expenses | $ | 160,692 | 177,590 |
See accompanying notes to historical summary of gross income and direct operating expense.
Alison's Corner
Historical Summary of Gross Income and Direct Operating Expenses
for the period of September 1, 2003 (commencement of operations) through December 31, 2003
and the three months ended March 31, 2004 (unaudited)
1. Basis of Presentation
The Historical Summary of Gross Income and Direct Operating Expenses for the period from September 1, 2003 (commencement of operations) through December 31, 2003 and the three months ended March 31, 2004, respectively, has been prepared from the operating statements provided by the owners of the property during that period and requires management of Alison's Corner 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 period from September 1, 2003 (commencement of operations) through December 31, 2003 and the three months ended March 31, 2004, respectively.