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: October 25, 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)
Check the appropriate box below if the Form 8-K filing in intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.01 Completion of Acquisition or Disposition of Assets.
Gurnee Town Center, Gurnee, Illinois
On October 28, 2004, we purchased an existing shopping center known as Gurnee Town Center, containing 179,840 gross leasable square feet. The center is located at 7105 Grand Avenue in Gurnee, Illinois.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $44,300,000. 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 $246 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
Four tenants, Linens 'N Things, Old Navy, Borders, Inc. and Cost Plus, Inc., each lease more than 10% of the total gross leasable area of the property. The leases with these tenants require the tenants to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Linens 'N Things | 34,075 | 19 | 11.47 | 12/00 | 01/11 |
Old Navy | 25,090 | 14 | 14.00 | 02/01 | 01/06 |
Borders Books & Music | 24,878 | 14 | 16.00 | 10/00 | 01/21 |
Cost Plus World Market | 18,300 | 10 | 14.00 | 10/00 | 01/11 |
For federal income tax purposes, the depreciable basis in this property will be approximately $33,225,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Gurnee Towne Center was built during 2000. As of October 1, 2004, this property was 96% occupied, with a total 172,290 square feet leased to 26 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Earthly Goods | 2,300 | 12/05 | 42,550 | 18.50 |
Oreck Floor Care Centers | 1,600 | 01/06 | 35,200 | 22.00 |
Old Navy | 25,090 | 01/06 | 351,260 | 14.00 |
Quizno's Classic Subs | 1,600 | 02/06 | 44,800 | 28.00 |
Famous Footwear | 8,650 | 01/06 | 155,700 | 18.00 |
Hallmark Creations | 6,405 | 02/06 | 115,290 | 18.00 |
Salon Bliss | 1,785 | 04/06 | 48,195 | 27.00 |
Supercuts | 1,200 | 05/06 | 33,600 | 28.00 |
After Hours Formalwear | 1,050 | 06/06 | 31,500 | 30.00 |
Cali Nails | 1,000 | 11/06 | 30,000 | 30.00 |
Towne Vision Center | 1,360 | 12/06 | 40,800 | 30.00 |
RadioShack | 2,700 | 01/07 | 81,000 | 30.00 |
Slott's Hots | 2,000 | 09/07 | 67,900 | 33.95 |
Linens 'N Things | 34,075 | 01/11 | 391,000 | 11.47 |
Cost Plus World Market | 18,300 | 01/11 | 256,200 | 14.00 |
PPG Architectural Finishes | 4,000 | 01/11 | 76,000 | 19.00 |
AT & T Wireless | 2,800 | 01/11 | 72,800 | 26.00 |
Panda Express | 2,240 | 02/11 | 62,720 | 28.00 |
Starbucks | 2,500 | 03/11 | 75,000 | 30.00 |
Signature | 1,600 | 04/11 | 48,000 | 30.00 |
Bedding Experts | 3,500 | 04/11 | 105,000 | 30.00 |
Giordano's | 3,200 | 07/11 | 96,000 | 30.00 |
Bath & Body Works | 2,340 | 01/12 | 51,480 | 22.00 |
The Avenue | 5,250 | 01/13 | 94,500 | 18.00 |
Pier 1 Imports | 10,867 | 02/14 | 216,800 | 19.95 |
Borders Books & Music | 24,878 | 01/21 | 398,048 | 16.00 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Academy Sports & Outdoors, Port Arthur, Texas
On October 26, 2004, we purchased a newly constructed freestanding retail center known as Academy Sports & Outdoors, containing 61,001 gross leasable square feet. The center is located at Memorial Boulevard at Highway 365 in Port Arthur, Texas.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $5,000,000. This amount may increase by additional costs which have not yet been finally determined. We expect any additional costs to be insignificant. Our acquisition cost was approximately $82 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Academy Sports & Outdoors, will lease 100% of the total gross leasable area of the property. The lease term will be determined in accordance with the tenant's commencement date. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Academy Sports & Outdoors | 61,001 | 100 | 6.56 | 11/04 | 10/24 |
For federal income tax purposes, the depreciable basis in this property will be approximately $3,750,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Plaza at Riverlakes, Bakersfield, California
On October 25, 2004, we purchased an existing shopping center known as Plaza at Riverlakes, containing 102,836 gross leasable square feet. The center is located at Hageman Road and Calloway Drive in Bakersfield, California.
We purchased this property from an unaffiliated third party. Our total acquisition cost was approximately $17,400,000. 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 $169 per square foot of leasable space.
We purchased this property with our own funds. However, we expect to place financing on the property at a later date.
We do not intend to make significant repairs and improvements to this property over the next few years. However, if we were to make any repairs or improvements, the tenants would be obligated to pay a substantial portion of any monies spent pursuant to the provisions of their respective leases.
One tenant, Ralph's Grocery Store, leases more than 10% of the total gross leasable area of the property. The lease with this tenant requires the tenant to pay base annual rent on a monthly basis as follows:
Base Rent | |||||
Approximate | Per Square | ||||
GLA Leased | % of Total | Foot Per | Lease | Term | |
Lessee | (Sq. Ft.) | GLA | Annum ($) | Beginning | To |
Ralph's Grocery Store | 58,000 | 56 | 6.03 | 11/01 | 11/26 |
For federal income tax purposes, the depreciable basis in this property will be approximately $13,050,000. When we calculate depreciation expense for tax purposes, we will use the straight-line method. We depreciate buildings and improvements based upon estimated useful lives of 40 and 20 years, respectively.
Plaza at Riverlakes was built during 2001. As of October 1, 2004, this property was 100% occupied, with a total 102,836 square feet leased to 22 tenants. The following table sets forth certain information with respect to those leases:
Approximate GLA Leased | Current Annual | Base Rent Per Square Foot | ||
Lessee | (Sq. Ft.) | Lease Ends | Rent ($) | Per Annum ($) |
Jane's Jewelers | 1,170 | 12/04 | 23,868 | 20.40 |
State Farm Insurance | 1,170 | 12/04 | 24,300 | 20.77 |
Team Gear | 1,463 | 01/06 | 28,944 | 19.78 |
Coldwell Banker | 2,260 | 06/06 | 45,288 | 20.04 |
Movie Gallery | 4,800 | 11/06 | 100,800 | 21.00 |
Pacific West Wireless | 1,495 | 12/06 | 31,392 | 21.00 |
Desired Image Tanning Salon | 1,275 | 02/07 | 26,772 | 21.00 |
Angel Food Donuts | 1,268 | 02/07 | 24,684 | 19.47 |
Supercuts | 1,202 | 02/07 | 26,916 | 22.39 |
One House Martinizing | 1,200 | 04/07 | 25,956 | 21.65 |
Miss Holiday | 1,360 | 06/07 | 24,480 | 18.00 |
R.J.'s at Riverlakes | 2,500 | 08/07 | 82,932 | 33.17 |
Teaze Salon | 1,885 | 10/07 | 29,748 | 15.78 |
Xanders Grill | 2,000 | 10/07 | 42,012 | 21.01 |
Planet Smoothie | 1,490 | 09/09 | 29,508 | 19.80 |
Wells Fargo Financial | 1,925 | 09/09 | 47,580 | 24.72 |
Dewar's Candy Shop | 2,885 | 12/11 | 48,468 | 16.80 |
Baja Fresh Mexican Grill | 3,010 | 03/13 | 61,404 | 20.40 |
Fitness 19 | 7,200 | 03/13 | 127,728 | 17.74 |
The UPS Store | 1,778 | 05/13 | 37,344 | 21.00 |
Quick One Chinese | 1,500 | 06/14 | 30,060 | 20.04 |
Ralph's Grocery Store | 58,000 | 11/26 | 350,004 | 6.03 |
In general, each tenant will pay its proportionate share of real estate taxes, insurance and common area maintenance costs, although the leases with some tenants may provide that the tenant's liability for such expenses is limited in some way, usually so that their liability for such expenses does not exceed a specified amount.
Item 9.01. Financial Statements and Exhibits
- Financial Statements
To be subsequently filed for Plaza at Riverlakes and Gurnee Town Center under Rule 3-14 of the Securities and Exchange Commission Regulation S-X. No financials will be for Academy Sports & Outdoors - Port Arthur as this property does not require financial statements under Rule 3-14 of the Securities and Exchange Commission Regulation S-X.
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: | October 25, 2004 |