UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 2, 2004
(Date of earliest event reported)
Inland Western Retail Real Estate Trust, Inc.
(Exact name of registrant as specified in the charter)
Maryland | 333-103799 | 42-1579325 |
(State or other jurisdiction of incorporation) | (Commission File No.) | (IRS Employer Identification No.) |
2901 Butterfield Road
Oak Brook, Illinois 60523
(Address of Principal Executive Offices)
(630) 218-8000
(Registrant's telephone number including area code)
Not Applicable
(Former name or former address, if changed since last report)
Item 2. Acquisition or Disposition of Assets
Reisterstown Road Plaza, Baltimore, Maryland
On August 4, 2004, we entered into a joint venture agreement with the current owners of an existing shopping center known as Reisterstown Road Plaza, containing 779,397 gross leasable square feet. The center is located at 6500-6512 Reisterstown Road, Baltimore, Maryland.
We entered into a joint venture agreement with the current owners of this property, who are unaffiliated third parties. We made a capital contribution in the amount of $88,500,000 to this joint venture and received an equity interest representing majority ownership and operating control of this joint venture.
We made our capital contribution to the joint venture with our own funds. However, we expect to place financing on the property at a later date. Through additional joint ventures, the joint venture partners may acquire additional properties, which would be managed by our joint venture partner.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Three tenants, Home Depot, Public Safety Service and National Wholesale Liquidators, each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Home Depot | 115,289 | 15 | 5.20 | 11/02 | 01/33 |
Public Safety Service | 107,705 | 14 | 12.00 | 01/98 | 04/11 |
National Wholesale Liquidators | 91,129 | 12 | 4.00 | 05/00 | 01/11 |
For federal income tax purposes, the depreciable basis in this property will be approximately $66,375,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Reisterstown Road Plaza was built in 1986 and renovated in 2004. As of August 1, 2004, this property was 86% occupied, with a total 668,369 square feet leased to 72 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
African Art and Craft | 222 | Month-To-Month | 10,800 | 48.65 |
Shingar | 2,250 | 09/04 | 41,333 | 18.37 |
Perfumery International, Inc. | 200 | 01/05 | 16,000 | 80.00 |
Injury Treatment Center | 3,501 | 03/05 | 50,660 | 14.47 |
Hip Hop One Stop | 238 | 06/05 | 10,800 | 45.38 |
Baltimore City Community College (BCCC) | 14,620 | 05/06 | 189,329 | 12.95 |
Royal Gems & Jewelry | 330 | 09/06 | 13,530 | 41.00 |
Time and More | 787 | 09/06 | 13,355 | 16.97 |
Changes | 4,500 | 09/06 | 28,176 | 6.16 |
Burlington Coat Factory | 60,000 | 10/06 | 342,000 | 5.70 |
Gifts and Balloons | 238 | 12/06 | 12,000 | 50.42 |
Avenue | 5,000 | 01/07 | 71,250 | 14.25 |
Popeyes | 3,523 | 01/07 | 59,891 | 17.00 |
Bank of America | 5,250 | 01/07 | 77,976 | 14.85 |
Payless Shoes | 4,985 | 07/07 | 43,519 | 8.73 |
Sally Beauty Supply | 1,500 | 11/07 | 27,000 | 18.00 |
Power Gamer | 1,902 | 12/07 | 31,954 | 16.80 |
Nuvo | 2,017 | 12/07 | 25,213 | 12.50 |
Furniture Palace | 39,243 | 12/07 | 247,231 | 6.30 |
Accent Hair | 1,690 | 01/08 | 35,152 | 20.80 |
Rent-A-Center | 4,300 | 01/08 | 73,100 | 17.00 |
Juvenile Justice | 7,291 | 01/08 | 98,428 | 13.50 |
Revelations Shoe Shop | 845 | 03/08 | 11,314 | 13.39 |
Jackson Hewitt Tax Service | 1,217 | 04/08 | 30,425 | 25.00 |
Gallo | 5,143 | 04/08 | 42,790 | 8.32 |
Vogue Hair Supply | 1,050 | 05/08 | 20,066 | 19.11 |
Park West Medical | 7,783 | 06/08 | 92,229 | 11.85 |
Thi Delight | 588 | 08/08 | 17,640 | 30.00 |
Economy Shoes | 3,293 | 09/08 | 32,930 | 10.00 |
Vital Records | 11,500 | 11/08 | 154,675 | 13.45 |
Sepia Sand & Sable | 1,267 | 12/08 | 20,272 | 16.00 |
Shoe Crazy | 4,655 | 02/09 | 93,100 | 20.00 |
An Angel's Touch | 1,598 | 02/09 | 19,751 | 12.36 |
Board of Nursing | 15,232 | 02/09 | 195,731 | 12.85 |
Dollar City | 5,181 | 04/09 | 51,810 | 10.00 |
Curves For Women | 1,600 | 06/09 | 22,400 | 14.00 |
His and Hers | 3,478 | 06/09 | 76,516 | 22.00 |
The Great Cookie | 751 | 06/09 | 14,344 | 19.10 |
Chic Nails | 839 | 08/09 | 17,770 | 21.18 |
New Direction Barber Shop | 1,086 | 12/09 | 22,372 | 20.60 |
Gold Lagoon | 839 | 03/10 | 13,827 | 16.48 |
Provident Bank | 2,593 | 11/10 | 57,046 | 22.00 |
National Wholesale Liquidators | 91,129 | 01/11 | 364,516 | 4.00 |
Public Safety Service | 107,705 | 04/11 | 1,292,400 | 12.00 |
Subway | 250 | 05/12 | 27,000 | 108.00 |
Vision Beauty Supply | 2,832 | 07/12 | 43,896 | 15.50 |
All Eyes | 1,857 | 07/12 | 28,691 | 15.45 |
Plaza Podiatry | 1,964 | 08/12 | 39,280 | 20.00 |
DHMN State (BCCC) | 23,250 | 10/12 | 290,625 | 12.50 |
Mattress Warehouse | 4,000 | 11/12 | 76,000 | 19.00 |
Mall Spirits | 2,236 | 01/13 | 27,637 | 12.36 |
Footlocker | 3,000 | 03/13 | 54,000 | 18.00 |
Square Circle | 651 | 03/13 | 10,416 | 16.00 |
KS Alterations | 500 | 03/13 | 15,750 | 31.50 |
Cobblers And Cleaners | 1,374 | 04/13 | 27,480 | 20.00 |
Social Security Administration | 14,885 | 06/13 | 145,873 | 9.80 |
Evergreen Cafe | 835 | 07/13 | 25,050 | 30.00 |
Sausage Plus | 386 | 07/13 | 8,492 | 22.00 |
Steak Busters | 855 | 07/13 | 34,200 | 40.00 |
Harbor City Bake Shop | 1,061 | 05/13 | 25,464 | 24.00 |
Blackstone Men's Wear | 3,540 | 07/13 | 46,020 | 13.00 |
Lot Stores | 5,335 | 07/13 | 34,678 | 6.50 |
Pick-A-Pretzel | 318 | 07/13 | 7,950 | 25.00 |
Burgundy Park Seafood | 544 | 07/13 | 26,112 | 48.00 |
Total Health Center | 1,050 | 09/13 | 15,750 | 15.00 |
Metro II | 1,453 | 10/13 | 24,701 | 17.00 |
Shoe City | 6,740 | 01/14 | 89,979 | 13.35 |
Marshalls | 28,500 | 04/14 | 299,607 | 10.50 |
Original Mamma Lucia | 1,695 | 05/14 | 59,325 | 35.00 |
Baltimore City Community College WBJC Radio Station | 5,010 | 06/14 | 64,629 | 12.90 |
Applebee's Neighborhood Grill & Bar | 6,000 | 02/18 | 88,020 | 14.67 |
Home Depot | 115,289 | 01/33 | 600,000 | 5.20 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Wal-Mart Supercenter, Jonesboro, Arkansas
On August 4, 2004, we purchased an existing freestanding retail center known as Wal-Mart Supercenter, containing 149,704 gross leasable square feet. The center is located at 1911 West Parker Road in Jonesboro, Arkansas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $10,853,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $72 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Wal-Mart Supercenter, will lease 100% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Wal-Mart Supercenter | 149,704 | 100 | 5.40 | 10/97 | 10/17 |
For federal income tax purposes, the depreciable basis in this property will be approximately $8,140,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Academy Sports & Outdoors, Houma, Louisiana
On August 2, 2004, we purchased a newly constructed freestanding retail center known as Academy Sports & Outdoors, containing 60,001 gross leasable square feet. The center is located at 1777 Martin Luther King Boulevard in Houma, Louisiana.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $5,250,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $88 per square foot of leasable space.
We purchased this property with our own funds. On August 5, 2004, we obtained financing for this property in the amount of $2,920,000. The loan requires interest only payments at an annual rate of 5.12% and matures September 2009.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Academy Sports & Outdoors, will lease 100% of the total gross leasable area of the property. The lease term will be determined in accordance with the tenant's commencement date. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | |||
Lessee | (Sq. Ft.) | GLA | Annum ($) | Lease | Term |
Academy Sports & Outdoors | 60,001 | 100 | 7.00 | 06/04 | 05/24 |
For federal income tax purposes, the depreciable basis in this property will be approximately $3,937,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Item 7. Financial Statements and Exhibits
- Financial Statements
To be subsequently filed for Reisterstown Road Plaza and Wal-Mart Supercenter, Jonesboro, AZ. No financials will be filed for Academy Sports and Outdoors, Houma, LA, as the property was completed in June 2004 and there were no significant operations prior to our acquisition and therefore, do not require financial statements to be filed under Rule 3-14.
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: August 6, 2004